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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 13, 1998
REGISTRATION NO. 333-58025
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 3 to
Form SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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LUMINEX LIGHTING, INC.
(Name of small business issuer in its charter)
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<S> <C> <C>
CALIFORNIA 3648 95-4467158
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
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13710 Ramona Avenue 13710 Ramona Avenue
Chino, CA 91710 Chino, CA 91710
Phone: (909) 591-5653 Phone: (909) 591-5653
Facsimile: (909) 591-0643 Facsimile: (909) 591-0643
(Address and telephone number of (Address of principal place of business)
principal executive office)
Wasif Siddiqui
13710 Ramona Avenue
Chino, CA 91710
Phone: (909) 591-5653
(Name, address and telephone number of agent for service)
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COPIES TO:
Lawrence W. Horwitz, Esq. Lawrence Nusbaum, Esq.
Horwitz & Beam Gusrae, Kaplan & Bruno
Two Venture Plaza, Suite 350 120 Wall Street
Irvine, CA 92618 New York, NY 10005
Phone: (714) 453-0300 Phone: (212) 269-1400
Facsimile: (714) 453-9416 Facsimile: (212) 809-5449
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Approximate Date of Proposed Sale to the Public.
As soon as practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933 (the "Act"), please check the
following box and list the Act registration 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 Act, check the following box and list the 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,
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, check the following box.[X]
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF SECURITIES TO BE NUMBER OF PROPOSED PROPOSED MAXIMUM AMOUNT OF
REGISTERED SHARES OR MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
WARRANTS TO PRICE PER SHARE OR PRICE(1)(2) FEE
BE REGISTERED WARRANT(1)
<S> <C> <C> <C> <C>
Shares of Common Stock, no par value ("Common
Stock") 500,000 $5.50 $ 2,750,000 $811.25
Warrants to Purchase Shares of Common Stock 500,000 $0.10 $ 50,000 $ 14.75
Common Stock(3) 500,000 $6.00 $ 3,000,000 $885.00
Underwriter Warrants(4) 1 ---- $ 10 --
Common Stock, Issuable Upon Exercise of
Underwriter Warrants(5) 50,000 $8.15 $ 407,500 $120.21
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TITLE OF EACH CLASS OF SECURITIES TO BE NUMBER OF PROPOSED PROPOSED MAXIMUM AMOUNT OF
REGISTERED SHARES OR MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
WARRANTS TO PRICE PER SHARE OR PRICE(1)(2) FEE
BE REGISTERED WARRANT(1)
<S> <C> <C> <C> <C>
Warrants Issuable Upon Exercise of Underwriter
Warrants(6) 50,000 $0.14 $ 7,000 $ 2.07
Common Stock Issuable Upon Exercise of Warrants
underlying Underwriter Warrants(7) 50,000 $8.30 $ 415,000 $ 122.43
Common Stock, no par value, issued in connection
with bridge financing(8) 506,500 $6.60 $ 2,785,750 $ 821.80
Common Stock, underlying warrants issued in
connection with bridge financing(9) 500,000 $0.80 $ 400,000 $ 118.00
Common Stock, no par value, underlying options
issued pursuant to Employee Stock Option Plan(10) 500,000 $0.01 $ 5,000 $ 1.48
Total 2,756,500 $ 9,820,260 $2,896.98
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(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457.
(2) 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 or until the
Registration Statement shall become effective on such date as the
Securities and Exchange Commission (the "Commission"), acting pursuant
to said Section 8(a), may determine.
(3) Represents Common Stock reserved for issuance upon exercise of Warrants.
(4) Warrants issuable to Platinum Equities, Inc., the Underwriter
("Underwriter Warrants") to purchase up to 50,000 Shares of Common Stock
and up to 50,000 Warrants.
(5) Represents Common Stock issuable upon exercise of the Underwriter
Warrants. Pursuant to Rule 416 promulgated under the Securities Act of
1933, this Registration Statement also covers any additional common
shares which may become issuable by reason of the antidulution
provisions of the Underwriter Warrants.
(6) Represents Warrants issuable upon exercise of Underwriter Warrants.
Pursuant to Rule 416 promulgated under the Securities Act of 1933, this
Registration Statement also covers any additional Common Shares which
may become issuable by reason of the antidulution provisions of the
Underwriter Warrants.
(7) Represents Common Stock issuable upon exercise of Warrants included in
Underwriter Warrants.
(8) Represents Common Stock issued in connection with bridge financing to
the Company.
(9) Represents Common Stock issuable upon exercise of Warrants (the "Bridge
Warrants") issued in connection with bridge financing to the Company.
Pursuant to Rule 416 of the Act, this Registration Statement also covers
any additional common shares which may become issuable by reason of the
antidilution provisions of the Bridge Warrants. Registration fee
calculated to Rule 457(g)(1).
(10) Registration fee calculated pursuant to Rule 457(h)(1).
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LUMINEX LIGHTING, INC.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The California Corporation Law and the Company's Certificate of
Incorporation and Bylaws authorize indemnification of a director, officer,
employee or agent of the Company against expenses incurred by him or her in
connection with any action, suit, or proceeding to which such person is named a
party by reason of having acted or served in such capacity, except for
liabilities arising from such person's own misconduct or negligence in
performance of duty. In addition, even a director, officer, employee or agent of
the Company who was found liable for misconduct or negligence in the performance
of duty may obtain such indemnification if, in view of all the circumstances in
the case, a court of competent jurisdiction determines such person is fairly and
reasonably entitled to indemnification. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Act") may be
permitted to directors, officers, or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that in the opinion of
the Commission, such indemnification is against public policy as expressed in
the Act and is therefore unenforceable.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
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SEC Registration Fee $ 2,897
NASD Fee $ 1,466
Accounting Fees and Expenses $ 10,000
Legal Fees and Expenses $ 50,000
Printing Expenses $ 10,000
Blue Sky Fees and Expenses $ 35,000
Underwriters' Non-accountable Expense Allowance $ 84,000
Miscellaneous $ 637
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Total $ 194,000
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ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
On December 31, 1995, the Company issued 2,600,000 shares of its Common
Stock, jointly to Wasif A. Siddiqui and Tasneem Siddiqui, in consideration of
past services rendered for the Company. This transaction was exempt from the
registration provisions of the Act by virtue of Section 4(2) of the Act, as
transactions by an issuer not involving any public offering. The securities
issued pursuant to this transaction were restricted securities as defined in
Rule 144.
Also on December 31, 1995, the Company issued 200,000 shares of its
Common Stock to Asra Rasheed to entice Ms. Rasheed to begin working with the
Company. This transaction was exempt from the registration provisions of the Act
by virtue of Section 4(2) of the Act, as transactions by an issuer not involving
any public offering. The securities issued pursuant to this transaction were
restricted securities as defined in Rule 144.
On April 4, 1997, the Company commenced a private placement (the
"Private Placement") of 506,500 shares of the Company's common stock at a
purchase price of $0.50 (the "Private Placement Stock") and 500,000 warrants,
each warrant to purchase one share of the Company's common stock at an exercise
price of $0.80 for a term of five years at a purchase price of $0.10 (the
"Private Placement Warrants"). The Private Placement was exempt from the
registration provisions of the Act by virtue of Section 4(2) of the Act, as
transactions by an issuer not involving any public offering. The securities
issued pursuant to the Private Placement were restricted securities as defined
in Rule 144.
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The Private Placement Stock and the Common Stock underlying the Private
Placement Warrants are being registered herein. The offering generated net
proceeds of approximately $280,000. All investors in the Private Placement were
accredited investors as that term is defined in Rule 501 of Regulation D adopted
under the Securities Act of 1933.
ITEM 27. EXHIBITS
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Exhibit
<S> <C>
1.1 Form of Underwriting Agreement*
1.2 Form of Underwriter's Warrant*
1.3 Selected Dealers Agreement (form)*
3.1 Articles of Incorporation of Luminex Lighting, Inc., a California
corporation, dated January 21, 1994*
3.2 Amended Articles of Incorporation of Luminex Lighting, Inc., a
California corporation, dated September 5, 1997*
3.3 Bylaws of Luminex Lighting, Inc., dated January 22, 1994*
3.4 Certificate of Amendment of Bylaws of Luminex Lighting, Inc., dated
October 15, 1995*
4.1 Lock-Up Agreement (form)*
4.2 Specimen of Common Stock Certificate of Luminex Lighting, Inc.*
4.3 Form of Warrant Agreement and Warrant Certificate*
4.4 Subscription Agreement*
5 Opinion of Horwitz & Beam*
10.1 Lease Agreement, Chino, California, dated June 26, 1997*
10.2 Luminex Lighting, Inc. Benefit Plan, Annual Salary, and Bonus
Compensation Plan for Wasif Siddiqui, dated June 30, 1996*
10.3 Luminex Lighting, Inc. Bonus Compensation Plan for Charles Boulos,
dated December 15, 1996*
10.4 Luminex Lighting, Inc. 1997 Incentive and Nonstatutory Stock Option
Plan, dated May 5, 1997*
10.5 Luminex Lighting, Inc. Annual Salary and Bonus Compensation Plan for
Tasneem Siddiqui, dated August 19, 1997*
10.6 Lease Agreement, Milford, Massachusetts, dated November 19, 1996*
23.1 Consent of Stonefield Josephson, Inc., Certified Public Accountants*
23.2 Consent of Horwitz & Beam (included in their opinion set forth in
Exhibit 5 hereto)*
24 Power of Attorney (see signature page)
27 Financial Data Schedule
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*Previously filed.
ITEM 28. UNDERTAKINGS
The undersigned registrant hereby undertakes to:
(1) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the 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 Company 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.
(2) File, during any period in which it offers or sells securities, a post
effective amendment to this registration statement to:
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(i) Include any prospectus required by section 10(a)(3) of the
Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information in the registration statement; and
(iii) Include any additional or changed material information on the
plan of distribution.
For determining liability under the Securities, treat each post-effective
amendment as a new registration statement of the securities offered, and the
offering of the securities at that time to be the initial bona fide offering.
File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
Supplement the prospectus if an amount between 5% and 10% of the Private
Placement Securities are released from the 12 month lock-up agreement with the
Underwriter and file an amendment to the registration statement if in excess of
10% of the Private Placement Securities are released from the 12 month lock-up
with the Underwriter.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this Registration
Statement to be signed on its behalf by the undersigned, in the City of Chino,
State of California on November 13, 1998.
LUMINEX LIGHTING, INC.
BY: /s/ WASIF SIDDIQUI
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Wasif Siddiqui, President, Chief Executive
Officer, Chief Financial Officer, Director
POWER OF ATTORNEY
Each person whose signature appears appoints Wasif Siddiqui and Tasneem
Siddiqui, in the alternative, as his agents and attorneys-in-fact, with full
power of substitution to execute for him and in his name, in any and all
capacities, all amendments (including post-effective amendments) to this
Registration Statement to which this power of attorney is attached. In
accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Wasif Siddiqui President, Chief Executive Officer, November 13, 1998
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Wasif Siddiqui Chief Financial Officer, Principal
Accounting Officer, Director
/s/ Tasneem Siddiqui Executive Vice President, Secretary, Director November 13, 1998
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Tasneem Siddiqui
/s/ Asra Rasheed Vice President of Corporate Planning, Director November 13, 1998
- ----------------------------
Asra Rasheed
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EXHIBIT INDEX
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<CAPTION>
Exhibit
<S> <C>
1.1 Form of Underwriting Agreement*
1.2 Form of Underwriter's Warrant*
1.3 Selected Dealers Agreement (form)*
3.1 Articles of Incorporation of Luminex Lighting, Inc., a California
corporation, dated January 21, 1994*
3.2 Amended Articles of Incorporation of Luminex Lighting, Inc., a
California corporation, dated September 5, 1997*
3.3 Bylaws of Luminex Lighting, Inc., dated January 22, 1994*
3.4 Certificate of Amendment of Bylaws of Luminex Lighting, Inc., dated
October 15, 1995*
4.1 Lock-Up Agreement (form)*
4.2 Specimen of Common Stock Certificate of Luminex Lighting, Inc.*
4.3 Form of Warrant Agreement and Warrant Certificate*
4.4 Subscription Agreement*
5 Opinion of Horwitz & Beam*
10.1 Lease Agreement, Chino, California, dated June 26, 1997*
10.2 Luminex Lighting, Inc. Benefit Plan, Annual Salary, and Bonus
Compensation Plan for Wasif Siddiqui, dated June 30, 1996*
10.3 Luminex Lighting, Inc. Bonus Compensation Plan for Charles Boulos,
dated December 15, 1996*
10.4 Luminex Lighting, Inc. 1997 Incentive and Nonstatutory Stock Option
Plan, dated May 5, 1997*
10.5 Luminex Lighting, Inc. Annual Salary and Bonus Compensation Plan for
Tasneem Siddiqui, dated August 19, 1997*
10.6 Lease Agreement, Milford, Massachusetts, dated November 19, 1996*
23.1 Consent of Stonefield Josephson, Inc., Certified Public Accountants*
23.2 Consent of Horwitz & Beam (included in their opinion set forth in
Exhibit 5 hereto)*
24 Power of Attorney (see signature page)
27 Financial Data Schedule
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* Previously Filed
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1999
<CASH> 54,628
<SECURITIES> 0
<RECEIVABLES> 590,686
<ALLOWANCES> 11,900
<INVENTORY> 928,018
<CURRENT-ASSETS> 1,561,732
<PP&E> 387,421
<DEPRECIATION> 85,378
<TOTAL-ASSETS> 1,978,967
<CURRENT-LIABILITIES> 1,822,768
<BONDS> 83,500
0
0
<COMMON> 417,172
<OTHER-SE> 26,750
<TOTAL-LIABILITY-AND-EQUITY> 1,978,967
<SALES> 3,337,412
<TOTAL-REVENUES> 3,337,412
<CGS> 2,874,274
<TOTAL-COSTS> 2,874,274
<OTHER-EXPENSES> 576,582
<LOSS-PROVISION> 11,900
<INTEREST-EXPENSE> 58,065
<INCOME-PRETAX> (183,409)
<INCOME-TAX> 800
<INCOME-CONTINUING> (184,209)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (184,209)
<EPS-PRIMARY> (.06)
<EPS-DILUTED> (.05)
</TABLE>
