<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 15, 1997
REGISTRATION NO. 333-20577
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
TRITON SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
MISSISSIPPI 3578 64-0628980
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
------------------------
522 EAST RAILROAD STREET
LONG BEACH, MS 39560
(601) 868-1317
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
ERNEST L. BURDETTE
PRESIDENT
TRITON SYSTEMS, INC.
522 EAST RAILROAD STREET
LONG BEACH, MS 39560
(601) 868-1317
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
MICHAEL J. RICCIO, JR., ESQUIRE JOHN A. BURGESS, ESQUIRE
THOMAS M. CAMP, ESQUIRE BRENT B. SILER, ESQUIRE
HUTCHINS, WHEELER & DITTMAR HALE AND DORR LLP
A PROFESSIONAL CORPORATION 60 STATE STREET
101 FEDERAL STREET BOSTON, MASSACHUSETTS 02109
BOSTON, MASSACHUSETTS 02110 (617) 526-6000
(617) 951-6600
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
------------------------
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, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of 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, please check the following box and list the Securities
Act registration 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,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
=================================================================================================================
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE(3)
- -----------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share....... 3,175,000 shares $9.00 $28,575,000 $8,660
=================================================================================================================
</TABLE>
(1) Includes 375,000 shares which the Underwriters have the option to purchase
from the Company solely to cover over-allotments, if any. See
"Underwriting."
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) under the Securities Act of 1933, as amended.
(3) Previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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<PAGE> 2
EXPLANATORY NOTE: This Amendment No. 5 is being filed solely for the purpose of
filing Exhibit 5.1 to the Registration Statement.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth various expenses in connection with the sale
and distribution of the securities being registered hereby, other than
underwriting discounts and commissions. All amounts shown are estimates except
for the Securities and Exchange Commission registration fee, the NASD filing fee
and the Nasdaq National Market listing fee:
<TABLE>
<CAPTION>
AMOUNT
--------
<S> <C>
Registration fee under the Securities Act................................. $ 19,028
NASD filing fee........................................................... 6,779
Nasdaq National Market listing fee........................................ 50,000
Legal fees and expenses................................................... 275,000
Accounting fees and expenses.............................................. 75,000
Blue Sky fees and expenses................................................ 15,000
Printing, engraving and mailing expenses.................................. 85,000
Transfer agent fees and expenses.......................................... 5,000
Miscellaneous............................................................. 69,193
--------
Total........................................................... $600,000
========
</TABLE>
All the above expenses will be paid by the Company.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation and By-laws provide for
indemnification of the officers and directors of the Company to the fullest
extent permitted by Mississippi law, including some instances with respect to
directors where indemnification is otherwise discretionary under Mississippi
law. The Articles of Incorporation and By-laws provide that the Company shall
indemnify, and upon request shall advance expenses to, in the manner and to the
full extent permitted by law, any officer or director who was or is a party to,
or is threatened to be made a party to, any threatened, pending or completed
action, suit or proceeding; provided, however, the Company shall not indemnify
an officer or director if a judgment or final adjudication adverse to the
officer or director establishes his liability for (i) the amount of financial
benefit received by a director to which he is not entitled, (ii) an intentional
infliction of harm on the Company or its stockholders, (iii) a violation of
Section 79-4-8.33 of the Mississippi Business Corporation Act relating to
unlawful distributions, or (iv) an intentional violation of criminal law.
Reference is made to the Company's Articles of Incorporation and By-laws filed
as Exhibits 3.2 and 3.4 hereto.
The Company intends to purchase insurance with respect to, among other
things, the liabilities that may arise under the statutory provisions referred
to above. The directors and officers of the Company also are insured against
certain liabilities, including certain liabilities arising under the Securities
Act of 1933, which might be incurred by them in such capacities and against
which they are not indemnified by the Company.
Reference is hereby made to Section 11 of the Underwriting Agreement filed
as Exhibit 1.1 hereto, which provides for indemnification of the Company, its
directors, officers and controlling persons.
II-1
<PAGE> 4
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Since January 1, 1994, the Company has issued the following securities
(giving effect to the 1.65:1 stock split effected in the form of a stock
dividend on January 27, 1997), none of which have been registered under the
Securities Act of 1933, as amended (the "Act"):
(a) On July 25, 1996, the Company issued and sold an aggregate of $5.5
million in principal amount of 12% Subordinated Debentures due 2001 of the
Company to Summit Investors III, L.P. and Summit Subordinated Debt Fund,
L.P. in a private venture capital financing.
(b) On July 25, 1996, the Company issued an aggregate of 114,000
shares of Series A Preferred Stock for aggregate consideration of
$11,400,000 in a private venture capital financing, at a price of $100 per
share, to Summit Ventures IV, L.P. and Summit Investors III, L.P.
(c) On July 25, 1996, the Company issued 6,863,999 shares of Common
Stock for aggregate consideration of $100,000 in a private venture capital
financing, to Summit Ventures IV, L.P., Summit Investors III, L.P. and
Summit Subordinated Debt Fund, L.P.
(d) Between July 25, 1996 and January 23, 1997, the Company granted
options to purchase an aggregate of 433,655 shares of Non-Voting Common
Stock to employees and directors under the Company's 1996 Stock Option
Plan.
No underwriters were involved in any of the foregoing transactions. Such
sales of stock and grants of options were made in reliance upon an exemption
from the registration provisions of the Act set forth in Section 4(2) thereof
relative to sales by an issuer not involving a public offering or the rules and
regulations thereunder, or, in the case of certain options to purchase Common
Stock, Rule 701 of the Act. All of the foregoing securities are deemed
restricted securities for purposes of the Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits. The following is a list of exhibits filed as part of the
Registration Statement.
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<CAPTION>
EXHIBIT NO. TITLE
- ----------- ----------------------------------------------------------------------------------
<C> <S>
*1.1 Form of Underwriting Agreement
*3.1 Restated Articles of Incorporation of the Company
*3.2 Form of Restated Articles of Incorporation of the Company, to be effective upon
the closing of the offering
*3.3 By-Laws of the Company
*3.4 Form of By-Laws of the Company, to be effective upon the closing of the offering
*4.1 Specimen stock certificate representing the shares of Common Stock
5.1 Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation, as to the
legality of the securities being registered
*10.1 Stock Purchase and Redemption Agreement, dated July 25, 1996
*10.2 Redemption Agreement among the Company and the Shareholders, dated July 25, 1996
*10.3 Shareholders' Agreement among the Company and the Shareholders, dated July 25,
1996
*10.4 Registration Rights Agreement among the Company and the Shareholders, dated July
25, 1996
*10.5 Credit Agreement between the Company and The First National Bank of Boston, dated
September 26, 1996
*10.6 Revolving Credit Note to The First National Bank of Boston, dated September 26,
1996
*10.7 Pledge and Security Agreement between the Company and The First National Bank of
Boston, dated September 26, 1996
</TABLE>
II-2
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT NO. TITLE
- ----------- ----------------------------------------------------------------------------------
<C> <S>
*10.8 Collateral Assignment and Security Agreement in Respect of Stock Purchase and
Redemption Agreement between the Company and The First National Bank of Boston,
dated September 26, 1996
*10.9 Triton Systems, Inc. 1996 Stock Option Plan
*10.10 Triton Systems, Inc. 1997 Employee Stock Purchase Plan
*10.11 Employment Agreement with Ernest L. Burdette, dated July 25, 1996
*10.12 Employment Agreement with Frank J. Wilem, Jr., dated July 25, 1996
*10.13 Employment Agreement with Robert E. Sandoz, dated July 25, 1996
*10.14 Purchase and Sale Agreement, among the Company, Ernest L. Burdette, Frank J.
Wilem, Jr. and Robert E. Sandoz, dated December 31, 1996
*10.15 Amendment to Employment Agreement with Ernest L. Burdette, dated December 31, 1996
*10.16 Amendment to Employment Agreement with Frank J. Wilem, Jr., dated December 31,
1996
*10.17 Amendment to Employment Agreement with Robert E. Sandoz, dated December 31, 1996
*10.18 First Amendment to Credit Agreement, dated January 24, 1997, by and between the
Company and The First National Bank of Boston
*10.19 First Amendment to Promissory Note, dated as of January 24, 1997, by and between
the Company and The First National Bank of Boston
*10.20 First Amendment to Security Documents, dated January 24, 1997, by and between the
Company and The First National Bank of Boston
*10.21 Warrant to Purchase Common Stock of Triton Systems, Inc., dated as of January 24,
1997
*10.22 Co-Sale Agreement, dated as of January 24, 1997 by and among the Company, Summit
Ventures IV, L.P., Summit Investors III, L.P. and Summit Subordinated Debt Fund,
L.P. and F.S.C. Corp.
*10.23 Second Amendment to Credit Agreement, dated as of April 9, 1997, by and between
the Company and The First National Bank of Boston
*10.24 First Amendment to Warrant to Purchase Common Stock of Triton Systems, Inc., dated
as of April 9, 1997
*11.1 Statement re computation of per share earnings
*21.1 Subsidiaries
*23.1 Consent of Deloitte & Touche LLP
23.3 Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation (included in
Exhibit 5.1)
*24.1 Power of Attorney
*27.1 Financial Data Schedule
</TABLE>
- ------------------------
* Previously filed
(b) Financial Statement Schedules. Financial statement schedules have not
been filed with this Registration Statement since either they are not applicable
or the required information has been included in the Company's financial
statements.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
II-3
<PAGE> 6
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 Articles of Incorporation, as amended, and Bylaws of
the Registrant and the laws of the State of Mississippi, 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 Securities
Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
1. For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
2. For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
II-4
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Boston,
Commonwealth of Massachusetts on the 15th day of April, 1997.
TRITON SYSTEMS, INC.
/S/ ERNEST L. BURDETTE
By: ................................
ERNEST L. BURDETTE
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------ ---------------
<C> <S> <C>
/S/ ERNEST L. BURDETTE President, Chief Executive April 15, 1997
........................................ Officer and Director
ERNEST L. BURDETTE (principal executive officer)
/S/ JEFFREY A. BANDROWSKI Vice President-Chief Financial April 15, 1997
........................................ Officer (principal accounting
JEFFREY A. BANDROWSKI and financial officer)
* Director April 15, 1997
........................................
ROBERT E. SANDOZ
* Director April 15, 1997
........................................
FRANK J. WILEM, JR.
* Director April 15, 1997
........................................
JOSEPH F. TRUSTEY
* Director April 15, 1997
........................................
KEVIN P. MOHAN
* Director April 15, 1997
........................................
CHARLES A. EMLING, III
* Director April 15, 1997
........................................
THOMAS A. COOPER
By: /S/ JEFFREY A. BANDROWSKI
............................... ......
JEFFREY A. BANDROWSKI
AS ATTORNEY-IN-FACT
</TABLE>
II-5
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. TITLE
- ----------- -----------------------------------------------------------------------
<C> <S> <C>
*1.1 Form of Underwriting Agreement
*3.1 Restated Articles of Incorporation of the Company
*3.2 Form of Restated Articles of Incorporation of the Company, to be
effective upon the closing of the offering
*3.3 By-Laws of the Company
*3.4 Form of By-Laws of the Company, to be effective upon the closing of the
offering
*4.1 Specimen stock certificate representing the shares of Common Stock
5.1 Opinion of Hutchins, Wheeler & Dittmar, A Professional Corporation, as
to the legality of the securities being registered
*10.1 Stock Purchase and Redemption Agreement, dated July 25, 1996
*10.2 Redemption Agreement among the Company and the Shareholders, dated July
25, 1996
*10.3 Shareholders' Agreement among the Company and the Shareholders, dated
July 25, 1996
*10.4 Registration Rights Agreement among the Company and the Shareholders,
dated July 25, 1996
*10.5 Credit Agreement between the Company and The First National Bank of
Boston, dated September 26, 1996
*10.6 Revolving Credit Note to The First National Bank of Boston, dated
September 26, 1996
*10.7 Pledge and Security Agreement between the Company and The First
National Bank of Boston, dated September 26, 1996
*10.8 Collateral Assignment and Security Agreement in Respect of Stock
Purchase and Redemption Agreement between the Company and The First
National Bank of Boston, dated September 26, 1996
*10.9 Triton Systems, Inc. 1996 Stock Option Plan
*10.10 Triton Systems, Inc. 1997 Employee Stock Purchase Plan
*10.11 Employment Agreement with Ernest L. Burdette, dated July 25, 1996
*10.12 Employment Agreement with Frank J. Wilem, Jr., dated July 25, 1996
*10.13 Employment Agreement with Robert E. Sandoz, dated July 25, 1996
*10.14 Purchase and Sale Agreement, among the Company, Ernest L. Burdette,
Frank J. Wilem, Jr. and Robert E. Sandoz, dated December 31, 1996
*10.15 Amendment to Employment Agreement with Ernest L. Burdette, dated
December 31, 1996
*10.16 Amendment to Employment Agreement with Frank J. Wilem, Jr., dated
December 31, 1996
*10.17 Amendment to Employment Agreement with Robert E. Sandoz, dated December
31, 1996
*10.18 First Amendment to Credit Agreement, dated January 24, 1997, by and
between the Company and The First National Bank of Boston
*10.19 First Amendment to Promissory Note, dated as of January 24, 1997, by
and between the Company and The First National Bank of Boston
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
EXHIBIT NO. TITLE
- ----------- -----------------------------------------------------------------------
<C> <S> <C>
*10.20 First Amendment to Security Documents, dated January 24, 1997, by and
between the Company and The First National Bank of Boston
*10.21 Warrant to Purchase Common Stock of Triton Systems, Inc., dated as of
January 24, 1997
*10.22 Co-Sale Agreement, dated as of January 24, 1997 by and among the
Company, Summit Ventures IV, L.P., Summit Investors III, L.P. and
Summit Subordinated Debt Fund, L.P. and F.S.C. Corp.
*10.23 Second Amendment to Credit Agreement, dated as of April 9, 1997, by and
between the Company and The First National Bank of Boston
*10.24 First Amendment to Warrant to Purchase Common Stock of Triton Systems,
Inc., dated as of April 9, 1997
*11.1 Statement re computation of per share earnings
*21.1 Subsidiaries
*23.1 Consent of Deloitte & Touche LLP
23.3 Consent of Hutchins, Wheeler & Dittmar, A Professional Corporation
(included in Exhibit 5.1)
*24.1 Power of Attorney
*27.1 Financial Data Schedule
</TABLE>
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* Previously filed
<PAGE> 1
Exhibit 5.1
[HUTCHINS, WHEELER & DITTMAR LETTERHEAD]
April 15, 1997
Triton Systems, Inc.
522 East Railroad Street
Long Beach, MS 39560
Gentlemen:
We have acted as counsel to Triton Systems, Inc., a Mississippi corporation
(the "Company"), in connection with proceedings being taken to register under
the Securities Act of 1933, as amended, up to 3,175,000 shares of the Company's
Common Stock, $.01 par value per share (the "Common Stock") pursuant to a
Registration Statement on Form S-1 (File No. 333-20577) (the "Registration
Statement"), which includes 375,000 shares which may be sold by the Company
upon exercise of the underwriters' over-allotment option described in the
Registration Statement. All the shares of Common Stock being registered are
being offered by the Company.
As such counsel, we have examined certain corporate records of the Company,
including its Restated Articles of Incorporation, its Bylaws, stock records and
minutes of meetings of its Board of Directors and shareholders, and such other
documents as we have deemed necessary as a basis for the opinions hereinafter
expressed. For purposes of rendering this opinion, we have assumed that the
Restated Articles of Incorporation of the Company in the form filed as an
Exhibit to the Registration Statement will be filed with the Secretary of the
State of Mississippi prior to the issuance and sale of its Common Stock under
the circumstances contemplated in the Registration Statement.
Based upon the foregoing, and having regard for such legal considerations
as we deem relevant, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the State of Mississippi.
2. The Company, as of the effective date of the foregoing Restated
Articles of
<PAGE> 2
Triton Systems, Inc.
April 15, 1997
Page 2
Incorporation, will be authorized to issue 40,000,000 shares of Common
Stock, par value $.01 per share and 5,000,000 shares of Preferred
Stock, par value $.01 per share.
3. When issued and sold under the circumstances contemplated in the
Registration Statement, the 3,360,000 shares of Common Stock offered
by the Company will be duly authorized, validly issued, fully paid and
nonassessable.
In rendering the opinions expressed herein, we have relied as to all
matters of Mississippi law on the opinion of Brunini, Grantham, Grower & Hewes,
PLLC.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Hutchins, Wheeler & Dittmar
-------------------------------------
HUTCHINS, WHEELER & DITTMAR
A Professional Corporation
MJR/TMC/ASR
