<PAGE> 1
As filed with the Securities and Exchange Commission on March 24, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-----------------------------
FORM S-1
Registration Statement
Under the Securities Act of 1933
--------------------------------
ONIX SYSTEMS INC.
(Exact name of registrant as specified in its charter)
Delaware 3823 76-0546330
(State or other (Primary Standard
jurisdiction of Industrial (I.R.S. Employer
incorporation or Classification Code Identification No.)
organization) Number)
-------------------
22001 North Park Drive
Kingwood, TX 77339
(281) 348-1111
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
---------------
Sandra L. Lambert, Secretary
ONIX Systems Inc.
c/o Thermo Electron Corporation
81 Wyman Street
P.O. Box 9046
Waltham, Massachusetts 02254-9046
(781) 622-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
Copies to:
Seth H. Hoogasian, Esq. Edwin L. Miller, Jr., Esq.
General Counsel Testa, Hurwitz & Thibeault,LLP
ONIX Systems Inc. 125 High Street
c/o Thermo Electron Corporation Boston, Massachusetts 02110
81 Wyman Street (617)248-7000
P.O. Box 9046
Waltham, Massachusetts 02254-9046
(781) 622-1000
---------------
<PAGE> 2
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement has become effective.
---------------
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 of 1933, check the following box and
list the Securities Act registration statement number of the earlier
registration statement for the same offering. [X] 333-45333
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 this form is a post-effective amendment filed pursuant to Rule 462(d) 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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
Title of Each Class Amount to Be Proposed Maximum Proposed Maximum Amount of
of Securities to Be Registered (1) Offering Price Per Offering Price (2) Registration Fee (2)
Registered Share
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 345,000 $14.50 $5,002,500 $1,476
par value
------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes 45,000 shares of Common Stock which the Underwriters have the
option to purchase solely to cover overallotments, if any.
(2) Calculated pursuant to Rule 457(a).
<PAGE> 3
The undersigned registrant hereby incorporates by reference herein the
contents of Registration Statement No. 333-45333. This Registration Statement is
being filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, to register an additional 345,000 shares of Common Stock, $.01 par
value, of ONIX Systems Inc.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of
Massachusetts, on this 24th day of March, 1998.
ONIX SYSTEMS INC.
BY: /s/ William J. Zolner
--------------------------------
WILLIAM J. ZOLNER
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
Earl R. Lewis* Chairman of the March 24, 1998
- --------------------------- Board and Director
Earl R. Lewis
/s/ William J. Zolner President, Chief March 24, 1998
- --------------------------- Executive Officer
William J. Zolner and Director
John N. Hatsopoulos* Senior Vice March 24, 1998
- --------------------------- President, Chief
John N. Hatsopoulos Financial Officer
and Director
Paul F. Kelleher* Chief Accounting March 24, 1998
- ---------------------------
Paul F. Kelleher Officer
ARVIN H. SMITH* Director March 24, 1998
- ---------------------------
Arvin H. Smith
Director March 24, 1998
- ---------------------------
Hutham S. Olayan
* The undersigned Sandra L. Lambert, by signing her name hereto, does
hereby execute this Registration Statement 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/ Sandra L. Lambert
------------------------
Sandra L. Lambert
Attorney-in-Fact
II-1
<PAGE> 5
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT
NO.
5* Opinion of Seth H. Hoogasian, Esq. (filed as Exhibit 5 to the
Registrant's Registration Statement on Form S-1 [File No.
333-45333] and incorporated herein by reference).
23.1 Consent of Arthur Andersen LLP
23.2* Consent of Seth H. Hoogasian, Esq. (filed as Exhibit 5 to the
Registrant's Registration Statement on Form S-1 [File No.
333-45333] and incorporated herein by reference).
24* Power of Attorney (included in the signature page to the
Registrant's Registration Statement on Form S-1 filed with the
Commission on January 30, 1998 [File No. 333-45333] and
incorporated herein by reference ).
--------------------
* PREVIOUSLY FILED.
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To ONIX Systems Inc.:
As independent public accountants, we hereby consent to the use of our
reports dated January 28, 1998 (and to all references to our Firm) included in
or made a part of this Registration Statement on Form S-1.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
March 24, 1998
