Filed Pursuant to Rules 424(b)(3) and
424(c) of the Securities Act of 1933
Registration No. 333-59973
Prospectus Supplement
Supplement to Prospectus
dated
August 6, 1998
ONIX SYSTEMS INC.
1,639,640 Shares of Common Stock
This prospectus supplement relates to 1,639,640 shares of Common Stock,
par value $.01 per share, of ONIX Systems Inc. (the "Company").
This prospectus supplement is being filed to include information, as
part of the Prospectus dated August 6, 1998, contained in the Company's Current
Report on Form 8-K relating to events of September 29, 1998, a copy of which is
attached hereto.
The information in the Current Report on Form 8-K relates to a press
release issued by the Company on September 29, 1998. In the press release, the
Company announced that it will record approximately $2.0 million in pretax
restructuring and other charges for the third quarter, ending October 3, 1998.
The Company will incur approximately $1.7 million in severance expenses
resulting from an 11 percent reduction of its workforce (83 employees). These
charges will reduce third quarter 1998 diluted earnings per share by
approximately $.08. The Company estimates that these actions will result in 1999
operating savings of approximately $3 million.
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.
No dealer, salesperson or any other person has been authorized to give
any information or to make any representations other than those contained in
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. All information contained in this Prospectus is as of the date of this
Prospectus. 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. Neither the delivery of this Prospectus nor any sale or
distribution 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.
October 8, 1998
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported):
September 29, 1998
----------------------------------------
ONIX SYSTEMS INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-13975 76-0546330
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
22001 North Park Drive
Kingwood, Texas 77339-3804
(Address of principal executive offices) (Zip Code)
(281) 348-1111
(Registrant's telephone number
including area code)
<PAGE>
This Form 8-K contains forward-looking statements that involve a number
of risks and uncertainties. Important factors that could cause actual results to
differ materially from those indicated by such forward-looking statements are
set forth under the heading "Risk Factors" included in ONIX Systems Inc.'s
Registration Statement on Form S-1 (File No. 333-45333), filed with the
Securities and Exchange Commission. These include risks and uncertainties
relating to: market acceptance of new products, customer capital spending
policies, technological change and new products, government regulations and
approvals, dependence on the oil and gas industry, ONIX Systems Inc.'s
acquisition strategy, pending arbitration, international sales, competition, use
of gamma technology, and protection of proprietary rights.
Item 5. Other Events
On September 29, 1998, ONIX Systems Inc. ("ONIX") issued a press release
announcing that it will record approximately $2.0 million in pretax
restructuring and other charges for the third quarter, ending October 3, 1998.
ONIX will incur approximately $1.7 million in severance expenses resulting from
an 11 percent reduction of its workforce (83 employees). These charges will
reduce third quarter 1998 diluted earnings per share by approximately $.08. ONIX
estimates that these actions will result in 1999 operating savings of
approximately $3 million.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired: not
applicable.
(b) Pro Forma Financial Information: not applicable.
(c) Exhibits: not applicable.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on this 29th day of September, 1998.
ONIX SYSTEMS INC.
By:_/s/ Kenneth J. Apicerno
Kenneth J. Apicerno
Treasurer
