As filed with the Securities and Exchange Commission on
August 27, 1998 Registration No. 333-38371
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-------------------------------
POST-EFFECTIVE AMENDMENT NO. 2
ON FORM S-3 TO FORM S-1
Registration Statement
Under the Securities Act of 1933
--------------------------------
METRIKA SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 33-0733537
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
---------------
5788 Pacific Center Boulevard
San Diego, California 92121
(619) 450-9649
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
---------------
Sandra L. Lambert, Secretary
Metrika Systems Corporation
c/o Thermo Electron Corporation
81 Wyman Street
P.O. Box 9046
Waltham, Massachusetts 02454-9046
(781) 622-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
Copy to:
Seth H. Hoogasian, Esq.
General Counsel
Metrika Systems Corporation
c/o Thermo Electron Corporation
81 Wyman Street
P.O. Box 9046
Waltham, Massachusetts 02454-9046
(781) 622-1000
---------------
<PAGE>
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this registration statement.
If the only securities being requested on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
<PAGE>
SUBJECT TO COMPLETION, DATED AUGUST 27, 1998
PROSPECTUS
967,828 Shares
METRIKA SYSTEMS CORPORATION
Common Stock
This Prospectus relates to the resale of 967,828 shares (the
"Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of
Metrika Systems Corporation ("Metrika Systems" or the "Company") by certain
shareholders of the Company (the "Selling Shareholders"). The Shares may be
offered from time to time in transactions on the American Stock Exchange, in
negotiated transactions, through the writing of options on the Shares, or a
combination of such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Such transactions may be
effected by the sale of Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the sellers and/or the purchasers of the Shares for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation to a particular broker-dealer might be in excess of
customary commissions). The Selling Shareholders and any broker-dealer who acts
in connection with the sale of Shares hereunder may be deemed to be
"underwriters" as that term is defined in the Securities Act of 1933, as amended
(the "Securities Act"), and any commissions received by them and profit on any
resale of the Shares as principal might be deemed to be underwriting discounts
and commissions under the Securities Act. The Shares were originally sold by the
Company in private placements pursuant to certain Stock Purchase Agreements with
the Company dated December 16, 1996 and December 27, 1996 (the "Purchase
Agreements"). See "Selling Shareholders".
---------------
The Common Stock offered hereby involves a high degree of risk. See "RISK
FACTORS" at page 5.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- ------------------------------------------------------------------------------
<PAGE>
None of the proceeds from the sale of the Shares by the Selling Shareholders
will be received by the Company. The Company has agreed to bear all expenses
(other than underwriting discounts and selling commissions, and fees and
expenses of counsel or other advisers to the Selling Shareholders) in connection
with the registration and sale of the Shares being registered hereby. The
Company has agreed to indemnify the Selling Shareholders against certain
liabilities, including liabilities under the Securities Act as underwriter or
otherwise.
The Company is a majority-owned subsidiary of Thermo Instrument Systems Inc.
("Thermo Instrument"), which is a majority-owned subsidiary of Thermo Electron
Corporation ("Thermo Electron"). The Common Stock is traded on the American
Stock Exchange under the symbol "MKA". On August 27, 1998, the reported closing
price of the Common Stock on the American Stock Exchange was $11.25 per share.
The date of this Prospectus is August __, 1998.
---------------
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus regarding the Company or the
offering made by this Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or by any other person. Unless otherwise noted, all information contained in
this Prospectus is as of the date of this Prospectus. Neither the delivery of
this Prospectus nor any sale or distribution and resale made hereunder shall,
under any circumstances, create any implication that there has been no change in
the affairs of the Company since the date hereof. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any security
other than the securities covered by this Prospectus, nor does it constitute an
offer to or solicitation of any person in any jurisdiction in which such offer
or solicitation may not be lawfully made.
---------------
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the Commission:
500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such material can also
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. The Commission also
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission, including the Company; the address of such Web site is
http://www.sec.gov. The Common Stock of the Company is listed on the American
Stock Exchange, and the reports, proxy statements and other information filed by
the Company with the Commission can be inspected at the offices of the American
Stock Exchange, 86 Trinity Place, New York, New York 10006.
This Prospectus, which constitutes part of a Registration Statement filed by
the Company with the Commission under the Securities Act, omits certain of the
information contained in the Registration Statement. Reference is hereby made to
the Registration Statement and to the exhibits relating thereto for further
information with respect to the Company and the Shares offered hereby.
Statements contained herein concerning provisions of documents are necessarily
summaries of such documents, and each statement is qualified in its entirety by
reference to the applicable document filed with the Commission.
The Company undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, on the written or oral request of
such person, a copy of any or all of the documents that have been or may be
incorporated in this Prospectus by reference, other than certain exhibits to
such documents. Requests for such copies should be directed to: Sandra L.
Lambert, Secretary, Metrika Systems Corporation, c/o Thermo Electron
Corporation, 81 Wyman Street, P. O. Box 9046, Waltham, Massachusetts 02454-9046
(telephone: (781) 622-1000).
<PAGE>
THE COMPANY
The Company develops, manufactures and markets on-line industrial process
optimization systems that employ proprietary ultra-high speed advanced
scientific measurement technologies for applications in raw materials analysis
and finished materials quality control. The Company operated as two divisions of
Thermo Instrument until its incorporation as a Delaware corporation in November
1996. In connection with the Company's incorporation, Thermo Instrument
transferred to the Company the assets, liabilities and business of its
Gamma-Metrics subsidiary and Radiometrie division ("Radiometrie") in exchange
for 5,000,000 shares of the Company's common stock. Unless the context otherwise
requires, references in this Prospectus to the Company or Metrika Systems refer
to Metrika Systems Corporation and its subsidiaries and the predecessor business
which constitute the Company. The Company's on-line raw materials analyzer
business is conducted by its Gamma-Metrics subsidiary based in San Diego,
California, and its on-line finished materials quality control business is
conducted by its Radiometrie division with operations in Erlangen, Germany and
Gloucester, England.
On August 12, 1998, Thermo Electron issued a press release regarding a
proposed reorganization at Thermo Electron involving certain of Thermo
Electron's subsidiaries, including the Company.
In the press release, Thermo Electron announced that the Company may be
merged with ONIX Systems Inc. ("ONIX"), a majority-owned, publicly traded
subsidiary of Thermo Instrument and with Thermo Sentron Inc. ("Sentron"), a
majority-owned, publicly traded subsidiary of Thermedics Inc., which in turn is
a majority-owned, publicly traded subsidiary of Thermo Electron. The combined
entity resulting from the merger of the Company, ONIX and Sentron would be a
majority-owned, publicly traded subsidiary of Thermo Instrument. Shareholders of
each of the Company, ONIX and Sentron would receive shares of the common stock
of the combined entity in exchange for their shares of common stock of the
Company, ONIX and Sentron, respectively. The completion of this transaction is
subject to numerous conditions, including the establishment of prices and
exchange ratios, confirmation of anticipated tax consequences, approval by the
directors of each of the Company, ONIX, Sentron, Thermo Instrument and
Thermedics, including the independent directors of such companies, negotiation
and execution of a definitive merger agreement, clearance by the Securities and
Exchange Commission of any necessary documents in connection with the proposed
transaction, approval by the directors of Thermo Electron, and fairness opinions
from one or more investment banking firms on certain financial aspects of the
transaction.
As of August 27, 1998, Thermo Instrument owned approximately 60.9% of the
Company's outstanding Common Stock. The Company's principal executive offices
are located at 5788 Pacific Center Boulevard, San Diego, California 92121, and
its telephone number is (619) 450-9649.
<PAGE>
RISK FACTORS
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company wishes to caution readers that the
following important factors, among others, in some cases have affected, and in
the future could affect, the Company's actual results and could cause its actual
results in 1998 and beyond to differ materially from those expressed in any
forward-looking statements made by, or on behalf of, the Company.
Dependence on Capital Spending Policies. The Company's customers include
coal burning utilities, coal mines, cement manufacturers, and manufacturers of
web-type materials such as steel, plastic and rubber. The capital spending
policies of these companies can have a significant effect on the demand for the
Company's products. Such policies are based on a wide variety of factors,
including the resources available to make such purchases, the spending
priorities among various types of process control equipment or techniques and
policies regarding capital expenditures during recessions. Any decrease in
capital spending by these customers could have a material adverse effect on the
Company's business and results of operations. Further, the Company's growth is
dependent in part on construction and upgrade of manufacturing plants in the
basic materials industries. A recession in one or more markets could cause a
slowdown or reduction in capital spending and in new plant construction.
Uncertainty of Market Acceptance of New Products. Certain of the Company's
products represent alternatives to traditional instruments and methods. As a
result, such products may be slow to achieve, or may not achieve, market
acceptance, as customers may seek further validation of the efficiency and
efficacy of the Company's technology. This is particularly true where the
purchase of the product requires a significant capital commitment. Further,
because on-line process control systems are incorporated into a customer's
production line, a decision to invest in these systems involves significant
operating risks if the system fails or shuts down. The Company intends to expand
its product base by adapting its proprietary technologies for new applications
in broader industry segments including the pharmaceutical, agrochemical and
industrial chemical industries. The Company believes that, to a significant
extent, its growth prospects depend on the continuing acceptance by a broader
group of customers and by broader industry segments of its new products and
technologies. There can be no assurance that the Company will be successful in
adapting its proprietary technologies for new applications, in obtaining these
acceptances or, if obtained, that such acceptances will be sustained. The
failure of the Company to obtain and sustain such acceptances could have a
material adverse effect on the Company's business and results of operations.
<PAGE>
Technological Change and New Products. The market for on-line process
optimization systems is characterized by changing technology, evolving industry
standards and new product introductions. The Company's future success will
depend in part upon its ability to enhance its existing products and to develop
and introduce new products and technologies to meet changing customer
requirements and to successfully serve broader industry segments. The Company is
currently devoting significant resources toward the enhancement of its existing
products and the development of new products and technologies. There can be no
assurance that the Company will successfully complete the enhancement and
development of these products in a timely fashion or that the Company's current
or future products will satisfy the needs of the on-line process optimization
systems markets. Any failure to complete the enhancement and development of
these products or the failure of the Company's current or future products to
satisfy market needs could have a material adverse effect on the Company's
business and results of operations.
Risks Associated with Acquisition Strategy. The Company's strategy includes
the acquisition of businesses and technologies that complement or augment the
Company's existing product lines. Promising acquisitions are difficult to
identify and complete for a number of reasons, including competition among
prospective buyers, the need for regulatory approvals, including antitrust
approvals, and the high valuations of businesses resulting from historically
high stock prices in many countries. There can be no assurance that the Company
will be able to complete future acquisitions or that the Company will be able to
successfully integrate any acquired business. In order to finance such
acquisitions, it may be necessary for the Company to raise additional funds
through public or private financings. Any equity or debt financing, if available
at all, may be on terms which are not favorable to the Company and, in the case
of equity financing, may result in dilution to the Company's stockholders.
International Operations and International Sales. In 1997, 1996 and 1995,
sales originating outside the U.S. accounted for 51%, 56% and 58%, respectively,
of the Company's total revenues. In addition, in 1997, 1996 and 1995, U.S.
export sales accounted for 33%, 26% and 23%, respectively, of the Company's
total revenues. The Company anticipates that sales outside the U.S. and U.S.
export sales will continue to account for a significant percentage of the
Company's total revenues. The Company intends to continue to expand its presence
in international markets. International revenues are subject to a number of
risks, including the following: agreements may be difficult to enforce and
receivables difficult to collect through a foreign country's legal system;
foreign customers may have longer payment cycles; foreign countries may impose
additional withholding taxes or otherwise tax the Company's foreign income,
impose tariffs or adopt other restrictions on foreign trade; U.S. export
licenses may be difficult to obtain; the protection of intellectual property in
foreign countries may be more difficult to enforce; and fluctuations in exchange
<PAGE>
rates may affect product demand and may adversely affect the profitability in
U.S. dollars of products and services provided by the Company in foreign markets
where payment for the Company's products and services is made in the local
currency. In 1997, effects of currency translation, due to a stronger U.S.
dollar, decreased revenues by $2.3 million. Further, a significant portion of
the Company's business is conducted in foreign countries, particularly Germany.
Foreign operations are also subject to certain risks such as general economic
conditions in the countries in which the Company operates, unexpected changes in
regulatory requirements, compliance with a variety of foreign laws and
regulations and overlap of different tax structures. Tax rates in certain
foreign countries exceed that of the United States and foreign earnings may be
subject to withholding requirements or the imposition of tariffs, exchange
controls or other restrictions. There can be no assurance that any of these
factors will not have a material adverse effect on the Company's business and
results of operations.
Competition. The Company encounters intense competition in the sale of its
on-line finished materials quality control products. The Company believes that
the principal competitive factors affecting the market for on-line process
optimization systems include quality and reliability, accuracy, price, customer
service and support, ease of use, distribution channels, technical features and
compatibility with customers' manufacturing processes. Certain of the Company's
competitors have greater resources, manufacturing and marketing capabilities,
technical staff and production facilities than those of the Company. As a
result, they may be able to adapt more quickly to new or emerging technologies
and changes in customer requirements, or to devote greater resources to the
promotion and sale of their products than can the Company. Further, competition
with respect to all of the Company's products could increase if new companies
enter the market or if existing competitors expand their product lines. There
can be no assurance that competitors of the Company will not develop
technological innovations that will render products of the Company obsolete.
Proprietary Rights. Proprietary rights relating to the Company's products
will be protected from unauthorized use by third parties only to the extent that
they are covered by valid and enforceable patents or are maintained in
confidence as trade secrets. There can be no assurance that any patents now or
hereafter owned by the Company will afford protection against competitors.
Proceedings initiated by the Company to protect its proprietary rights could
result in substantial costs to the Company. Recently, the Company's
Gamma-Metrics subsidiary initiated a lawsuit in the Federal District Court in
San Diego, California, alleging among other things, patent infringement against
Scantech Limited and its subsidiary Mineral Control Instrumentation Ltd.
Scantech Limited has filed a counterclaim against Gamma-Metrics alleging
antitrust violations and unfair competition. There can be no assurance that
<PAGE>
competitors of the Company, some of whom have substantially greater resources
than those of the Company, will not initiate litigation to challenge the
validity of the Company's patents, or that they will not use their resources to
design comparable products that do not infringe the Company's patents. The
Company could incur substantial costs and diversion of management resources with
respect to the defense of any such claims, which could have a material adverse
effect on the Company's business, financial condition, and results of
operations. Furthermore, parties making such claims could secure a judgment
awarding substantial damages, as well as injunctive or other equitable relief,
which could effectively block the Company's ability to make, use, sell,
distribute or market its products and services in the U.S. and abroad. There may
also be pending or issued patents held by parties not affiliated with the
Company that relate to the Company's products or technologies. In the event that
a claim relating to proprietary technology or information is asserted against
the Company, the Company may need to acquire licenses to, or contest the
validity of, any such competitor's proprietary technology. It is likely that
significant funds would be required to contest the validity of any such
competitor's proprietary technology. There can be no assurance that any license
required under any such competitor's proprietary technology would be made
available on acceptable terms or that the Company would prevail in any such
contest. There can be no assurance that the steps taken by the Company to
protect its proprietary rights will be adequate to prevent misappropriation of
its technology or independent development by others of similar technology. In
addition, the laws of some jurisdictions do not protect the Company's
proprietary rights to the same extent as the laws of the U.S. There can be no
assurance that these protections will be adequate.
Dependence on Sole-source Suppliers. Various components of the Company's
products are supplied by sole-source vendors. The Company has not experienced
significant difficulty in obtaining adequate supplies from these vendors, and
has identified alternate suppliers. However, there can be no assurance that the
unanticipated loss of a single vendor would not result in delays in shipment or
in the introduction of new products. Any such delays could have a material
adverse effect on the Company's business or results of operations.
Government Regulations and Approvals. The market for certain of the
Company's products, both in the U.S. and abroad, is subject to or influenced by
various domestic and foreign clean air and consumer protection laws. The Company
designs, develops and markets its products, in part, to meet customer needs
created by existing and anticipated regulations, and any changes in these
regulations may adversely affect consumer demand for the Company's products.
<PAGE>
Potential Fluctuations in Quarterly Performance. Many of the Company's
products are large systems that may require significant capital expenditures.
Consequently, the timing of sales of these systems could affect the Company's
quarterly earnings. Further, the Company's quarterly operating results may also
vary significantly depending on a number of other factors, including the size,
timing and shipment of individual orders, changes in pricing by the Company or
its competitors, discount levels, seasonality of revenue, foreign currency
exchange rates, the mix of products sold, the timing of the announcement,
introduction and delivery of new product enhancements by the Company and its
competitors and general economic conditions. Generally, the Company recognizes
product revenues upon shipment of its products. Revenues on substantially all
contracts are recognized using the percentage-of-completion method. Typically,
the Company experiences higher revenues in the second half of each year due to
seasonality experienced by its on-line finished materials quality control
business primarily because customers tend to place their orders earlier in the
year so that they can have the systems installed either during the holiday
season in the third quarter or between Christmas and the New Year. Because
certain operating expenses of the Company are based on anticipated capacity
levels and a high percentage of the Company's expenses are fixed for the short
term, a small variation in the timing of recognition of revenue can cause
significant variations in operating results from quarter to quarter. There can
be no assurance that any of these factors will not have a material adverse
effect on the Company's business or results of operations.
Potential Impact of Year 2000 on Processing of Date-Sensitive Information.
The Company is currently assessing the potential impact of the year 2000 on the
processing of date-sensitive information by the Company's computerized
information systems and on products sold as well as products purchased by the
Company. The Company believes that its internal information systems and current
products are either year 2000 compliant or will be so prior to the year 2000
without incurring material costs. There can be no assurance, however, that the
Company will not experience unexpected costs and delays in achieving year 2000
compliance for its internal information systems and current products, which
could result in a material adverse effect on the Company's future results of
operations.
The Company is presently assessing the effect that the year 2000 problem
may have on its previously sold products. The Company is also assessing whether
its key suppliers are adequately addressing this issue and the effect this might
have on the Company. The Company has not completed its analysis and is unable to
conclude at this time that the year 2000 problem as it relates to its previously
sold products and products purchased from key suppliers is not reasonably likely
to have a material adverse effect on the Company's future results of operations.
<PAGE>
Dependence on Key Personnel. The Company's success depends to a
significant extent upon a number of key employees, including members of senior
management. The loss of the services of one or more of these key employees could
have a material adverse effect on the Company. The Company has not obtained and
does not intend to obtain key-man life insurance policies for any key employee.
The Company believes that its future success will depend in part on its ability
to attract, motivate and retain highly skilled technical, managerial and
marketing personnel. Competition for such personnel is intense and there can be
no assurance that the Company will be successful in attracting, motivating and
retaining key personnel. The failure to hire and retain such personnel could
materially adversely affect the Company's business and results of operations.
Potential Conflict of Interest. For financial reporting purposes the
Company's financial results are included in the consolidated financial
statements of Thermo Instrument and Thermo Electron. The members of the Board of
Directors of the Company who are also affiliated with Thermo Electron or Thermo
Instrument will consider both the short-term and the long-term impact of
operating decisions on the Company as well as the impact of such decisions on
the consolidated financial results of Thermo Instrument and Thermo Electron. The
interests of Thermo Electron and Thermo Instrument on the one hand and the
Company on the other hand may differ. The Company is an indirect subsidiary of
Thermo Electron and is a party to various agreements with Thermo Electron. These
agreements may limit the Company's operating flexibility.
Lack of Voting Control. The Company's shareholders do not have the right to
cumulate votes for the election of directors. Thermo Instrument beneficially
owns approximately 60.9% of the voting stock of the Company. Accordingly, Thermo
Instrument has the power to elect the entire Board of Directors of the Company
and to approve or disapprove any corporate actions submitted to a vote of the
Company's stockholders.
Lack of Dividends. The Company anticipates that for the foreseeable future
the Company's earnings, if any, will be retained for use in the business and
that no cash dividends will be paid on the Common Stock. Declaration of
dividends on the Common Stock will depend upon, among other things, future
earnings, the operating and financial condition of the Company, its capital
requirements and general business conditions.
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth the names of the Selling Shareholders, the
number of shares of Common Stock owned by each Selling Shareholder, the number
of Shares that may be offered by each Selling Shareholder pursuant to this
Prospectus, and the number of Shares each Selling Shareholder will own after
completion of the offering, assuming all of the Shares being offered hereby are
sold.
<TABLE>
<CAPTION>
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<S> <C> <C> <C>
SELLING SHAREHOLDER SHARES OF SHARES BEING SHARES OWNED
COMMON STOCK OFFERED AFTER
OWNED PRIOR COMPLETION OF
TO THE THE OFFERING
OFFERING(1)
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Harrogate Holdings Ltd. 5,000 5,000 0
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Topaz Investments and Management Inc. 1,500 1,500 0
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Orsenna Ltd. 3,000 3,000 0
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Pavlos and Efstathia Servetopoulos 2,000 2,000 0
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Efal Investment Co. 4,000 4,000 0
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Efimia Chryssi 500 500 0
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Alexandros Chryssis 500 500 0
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Vasilios and Irini Lezos 500 500 0
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Aphrodite Trading Corp. 3,500 3,500 0
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Richard H. Hochman 6,650 6,650 0
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James J. Albertine 1,667 1,667 0
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John M. Albertine(2) 8,332 8,332 0
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The Acorn Fund 232,500 32,500 200,000
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Kemper Technology Fund 66,666 66,666 0
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WNC Corporation 10,000 10,000 0
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Bruce E. Toll 10,000 10,000 0
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Harold S. Melcher 20,000 20,000 0
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Dinesh Sachdeva 2,500 2,500 0
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Richard V. Aghababian 6,666 6,666 0
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Thermo Opportunity Fund 66,666 66,666 0
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W.H.I. Growth Fund, L.P. 50,000 50,000 0
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Robert L. Rabuck 3,333 3,333 0
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Edward Leshowitz Trustee of Angelo R.
Cali Irrevocable Trust Dated 07/01/79 2,500 2,500 0
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Decaudaveine 2,500 2,500 0
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Oddo & Cie 17,500 17,500 0
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Ruffer Inv. Man. Ltd. 5,000 5,000 0
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Prolific International Fund PLC TC PI
Technology 5,000 5,000 0
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Midland Bank Trust Company Limited 17,500 17,500 0
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NPI AM Re CD Marks Trust 5,500 5,500 0
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NPI AM Re IR & AD Marks 2,750 2,750 0
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NPI AM Re AIM Foundation 5,500 5,500 0
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NPI AM Re Beaie Markes 2,750 2,750 0
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NPI AM Re Marie Marks 2,000 2,000 0
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NPI AM Re NJ Marks 5,500 5,500 0
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NPI AM Re CD Marks 2,000 2,000 0
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Discount Bank and Trust Company 25,000 25,000 0
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Dresdner Bank (Switzerland) Ltd. 15,000 15,000 0
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ABN AMRO Bank (Schweiz) 10,000 10,000 0
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Soginvest Banca Lugano 6,000 6,000 0
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Pilot Trading Trust (3) 5,000 5,000 0
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Michael R. Turner 3,333 3,333 0
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R. Hunter Morin 3,333 3,333 0
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Darier, Hentsch & Cie 33,333 33,333 0
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Steven Ames 5,000 5,000 0
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Myles H. Tanenbaum 25,000 25,000 0
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Dr. Jondy L. Cohen 2,500 2,500 0
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Jay A. Cohen 2,500 2,500 0
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L & J Cohen Inc. 12,500 12,500 0
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Leonard Cohen & Jean Cohen Trustees FBO
Leonard Cohen & Jean Cohen Revocable
Trust UAD 12/19/93 12,500 12,500 0
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Atalanta Investment Co. Inc. 25,000 25,000 0
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Philip H. Geier 25,000 25,000 0
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Yiska Moser Trust 8,000 8,000 0
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HTOOB, Inc. 5,000 5,000 0
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Alex E. Booth, Jr. 5,000 5,000 0
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Morris Weiser, Trustee Morris Trust U/A/D
12/31/92 2,500 2,500 0
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Julian I. Edison 20,000 20,000 0
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Hope R. Edison 5,000 5,000 0
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Eos Partners, LP 55,000 55,000 0
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Harpel Family Partnership 7,500 7,500 0
- ---------------------------------------------------------------------------------------
Rose Cali Custodian for Christopher J.
Cali Unif. Trans. Min. Act NJ 1,500 1,500 0
- ---------------------------------------------------------------------------------------
Edward Leshowitz 2,000 2,000 0
- ---------------------------------------------------------------------------------------
John J. Cali 1,000 1,000 0
- ---------------------------------------------------------------------------------------
Jackie L. Stone 3,333 3,333 0
- ---------------------------------------------------------------------------------------
Seema Sachdeva and Rakesh Sachdeva 1,350 1,350 0
- ---------------------------------------------------------------------------------------
William E. Phillips 3,500 3,500 0
- ---------------------------------------------------------------------------------------
Donald E. Noble(4) 1,500 1,500 0
- ---------------------------------------------------------------------------------------
The Benjamin Wood Painter Trust 750 750 0
- ---------------------------------------------------------------------------------------
The Christopher Norwood Painter Trust 750 750 0
- ---------------------------------------------------------------------------------------
Werner Kramer (5) 31,000 1,000 30,000
- ---------------------------------------------------------------------------------------
Comar Inc. 1,500 1,500 0
- ---------------------------------------------------------------------------------------
Ernesto A. Corte(6) 38,600 3,500 35,100
- ---------------------------------------------------------------------------------------
Gilcy Partners Ltd. L.P. 1,666 1,666 0
- ---------------------------------------------------------------------------------------
Bankers Trust, Trustee for Chrysler Corp.
Emp. #1 Pension Plan dated April 1, 1989
120,000 120,000 0
- ---------------------------------------------------------------------------------------
Denis A. Helm(7) 26,000 1,000 25,000
- ---------------------------------------------------------------------------------------
Green Gentury Balanced Fund 12,500 12,500 0
- ---------------------------------------------------------------------------------------
Essex Special Growth Opportunities Fund LP
20,000 20,000 0
- ---------------------------------------------------------------------------------------
Demetrios Speliotis 6,000 6,000 0
- ---------------------------------------------------------------------------------------
Konstantinos & Vasilia Kanaris 500 500 0
- ---------------------------------------------------------------------------------------
Tral & Co. 72,000 72,000 0
- ---------------------------------------------------------------------------------------
Clariden Bank 12,000 12,000 0
- ---------------------------------------------------------------------------------------
</TABLE>
(1) Except as otherwise reflected in the footnotes to this table, all share
ownership includes Shares owned by the Selling Shareholders and shares that the
Selling Shareholders have the right to acquire within 60 days of September 27,
1997, through the exercise of stock options.
(2) John M. Albertine is a Director of Thermo Electron.
(3) Pilot Trading Trust is controlled by Robert A. McCabe, a Director of
Thermo Electron, and members of his family.
(4) Donald E. Noble is a Director of Thermo Electron.
(5) Werner Kramer is Executive Vice President of the Company.
(6) Ernesto A. Corte is President, Chief Executive Officer and a Director
of the Company.
(7) Denis A. Helm is Chairman of the Board of Directors of the Company.
The Shares are being registered to permit public secondary trading of the
Shares from time to time by the Selling Shareholders. All of the Shares being
offered by the Selling Shareholders were sold by the Company in private
placement transactions pursuant to Stock Purchase Agreements with the Company
dated December 16, 1996 and December 27, 1996 (the "Purchase Agreements") for
cash.
In the Purchase Agreements, the Company agreed, among other things, to bear
all expenses (other than underwriting discounts, selling commissions, and fees
and expenses of counsel and other advisors to the Selling Shareholders) in
connection with the registration and sale of the Shares being offered by the
Selling Shareholders. See "Sale of Shares." The Company intends to prepare and
file such amendments and supplements to the Registration Statement of which this
Prospectus forms a part as may be necessary to keep the Registration Statement
effective until all the Shares registered thereunder have been sold pursuant
thereto or until, by reason of Rule 144(k) of the Commission under the
Securities Act or any other rule of similar effect, the Shares are no longer
required to be registered for the sale thereof by the Selling Shareholders.
<PAGE>
SALE OF SHARES
The Company will not receive any of the proceeds from this offering. The
Shares offered hereby may be sold from time to time by or for the account of any
of the Selling Shareholders or by their pledgees, donees, distributees or
transferees or other successors in interest to the Selling Shareholders. The
Shares may be sold hereunder directly to purchasers by the Selling Shareholders
in negotiated transactions; by or through brokers or dealers in ordinary
brokerage transactions or transactions in which the broker solicits purchases;
block trades in which the broker or dealer will attempt to sell Shares as agent
but may position and resell a portion of the block as principal; transactions in
which a broker or dealer purchases as principal for resale for its own account;
or through underwriters or agents. The Shares may be sold at a fixed offering
price, which may be changed, at the prevailing market price at the time of sale,
at prices related to such prevailing market price or at negotiated prices. Any
brokers, dealers, underwriters or agents may arrange for others to participate
in any such transaction and may receive compensation in the form of discounts,
commissions or concessions from the Selling Shareholders and/or the purchasers
of the Shares. Each Selling Shareholder will be responsible for payment of any
and all commissions to brokers.
The aggregate proceeds to any Selling Shareholder from the sale of the
Shares offered hereby will be the purchase price of such Shares less any
broker's commission.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
Any Selling Shareholder and any broker-dealer, agent or underwriter who
acts in connection with the sale of Shares hereunder may be deemed to be an
"underwriter" as that term is defined in the Securities Act, and any commissions
received by them and profit on any resale of the Shares as principal might be
deemed to be underwriting discounts and commissions under the Securities Act.
The Company has agreed to indemnify the Selling Shareholders against certain
liabilities, including liabilities under the Securities Act as underwriters or
otherwise.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by the
Company (File No. 1-13085) are hereby incorporated in this Prospectus by
reference:
(a) Annual Report on Form 10-K for the fiscal year ended January
3, 1998;
(b) Quarterly Report on Form 10-Q for the quarter ended April 4,
1998;
(c) Current Report on Form 8-K filed on July 17, 1998 regarding
the purchase by the Company of Honeywell-Measurex Data
Measurement Corporation;
(d) Quarterly Report on Form 10-Q for the quarter ended July 4,
1998;
(e) Current Report on Form 8-K filed on August 13, 1998 regarding
the proposed reorganization at Thermo Electron; and
(f) The description of the Common Stock which is contained in the
Company's Registration Statement on Form 8-A filed under the
Exchange Act, as such description may be amended from time to
time.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering made hereby shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained herein or
in a document all or any portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such earlier statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than certain exhibits to such documents). Requests for such copies should be
directed to Sandra L. Lambert, Secretary, Metrika Systems Corporation, c/o
Thermo Electron Corporation, 81 Wyman Street, P.O. Box 9046, Waltham,
Massachusetts 02454-9046 (telephone: (781) 622-1000).
<PAGE>
LEGAL MATTERS
Certain legal matters relating to the Shares offered hereby have been
passed upon for the Company by Seth H. Hoogasian, Esq., General Counsel of the
Company. Mr. Hoogasian is a full-time employee of Thermo Electron, is an officer
of the Company, Thermo Instrument and Thermo Electron, and owns or has the right
to acquire 2,500 shares of Common Stock, 20,973 shares of the common stock, $.10
par value per share, of Thermo Instrument and 103,028 shares of the common
stock, $1.00 par value per share, of Thermo Electron.
EXPERTS
The financial statements of the Company incorporated by reference into and
the financial statement schedule incorporated by reference into the Registration
Statement of which this Prospectus forms a part have been audited by Arthur
Andersen LLP, independent public accountants, to the extent and for the periods
as indicated in their report with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said reports.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses incurred by the Company in connection with the issuance and
distribution of the securities being registered are as follows. All amounts are
estimated except the Securities and Exchange Commission registration fee.
Amount
Registration fee - Securities and Exchange Commission $ 5,024.00
Legal fees and expenses 5,000.00
Accounting fees and expenses 5,000.00
Printing and engraving expenses 15,000.00
Miscellaneous 2,000.00
Total $ 32,024.00
Item 15. Indemnification of Directors and Officers.
The Delaware General Corporation Law and the Company's Certificate of
Incorporation and By-Laws limit the monetary liability of directors to the
Company and to its stockholders and provide for indemnification of the Company's
officers and directors for liabilities and expenses that they may incur in such
capacities. In general, officers and directors are indemnified with respect to
actions taken in good faith in a manner reasonably believed to be in, or not
opposed to, the best interests of the Company and, with respect to any criminal
action or proceeding, actions that the indemnitee had no reasonable cause to
believe were unlawful. The Company also has indemnification agreements with its
directors and officers that provide for the maximum indemnification allowed by
law.
Thermo Electron Corporation has an insurance policy which insures the
directors and officers of Thermo Electron and its subsidiaries, including the
Company, against certain liabilities which might be incurred in connection with
the performance of their duties.
The Selling Shareholders are obligated under the Purchase Agreements to
indemnify directors, officers and controlling persons of the Registrant against
certain liabilities, including liabilities under the Securities Act.
Item 16. Exhibits
See the Exhibit Index included immediately preceding the exhibits to this
Registration Statement.
<PAGE>
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 2 on Form S-3 to Registration
Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of California, on this 27th day
of August, 1998.
METRIKA SYSTEMS CORPORATION
By: /s/ Ernesto A. Corte
Ernesto A. Corte
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 on Form S-3 to Registration Statement on Form S-1
has been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
/s/ Ernesto A. Corte President, Chief August 27, 1998
- ------------------------ Executive Officer
Ernesto A. Corte and Director (Principal
Executive Officer)
John N. Hatsopoulos* Senior Vice President August 27, 1998
- ------------------------ and Chief Financial Officer
John N. Hatsopoulos (Principal Financial Officer)
Paul F. Kelleher* Chief Accounting August 27, 1998
- ------------------------ Officer (Principal
Paul F. Kelleher Accounting Officer)
Denis A. Helm* Chairman of the Board August 27, 1998
- ------------------------ and Director
Denis A. Helm
Joseph A. Baute* Director August 27, 1998
- ------------------------
Joseph A. Baute
Willard R. Becraft Director August 27, 1998
- ------------------------
Willard R. Becraft
John T. Keiser* Director August 27, 1998
- ------------------------
John T. Keiser
Earl R. Lewis* Director August 27, 1998
- ------------------------
Earl R. Lewis
Arvin H. Smith* Director August 27, 1998
- ------------------------
Arvin H. Smith
<PAGE>
* The undersigned Paul F. Kelleher, by signing his name hereto, does hereby
execute this Post-Effective Amendment No. 2 on Form S-3 to Registration
Statement on Form S-1 on behalf of each of the above-named persons pursuant to
powers of attorney executed by such persons and filed with the Securities and
Exchange Commission.
/s/ Paul F. Kelleher
------------------------
Paul F. Kelleher
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
4 Specimen Common Stock Certificate (filed as Exhibit 4 to the
Registrant's Registration Statement on Form S-1 [Registration
No. 333-25243] and incorporated herein by reference).
5 Opinion of Seth H. Hoogasian, Esq. (previously filed)
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Seth H. Hoogasian, Esq. (contained in Exhibit 5)
24 Power of Attorney (previously filed)
<PAGE>
Exhibit 23.1
Consent of Independent Public Accountants
To Metrika Systems Corporation:
As independent public accountants, we hereby consent to the incorporation
by reference of our report dated February 17, 1998, incorporated by reference in
this registration statement and to all references to our firm included in or
made a part of this registration statement on Form S-3.
Arthur Andersen LLP
Boston, Massachusetts
August 27, 1998
