As filed with the Securities and Exchange Commission on
March 29, 1999 ___ Registration No. 333-59973
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-3 TO FORM S-1
Registration Statement
Under the Securities Act of 1933
--------------------------------
ONIX SYSTEMS INC.
(Exact name of registrant as specified in its charter)
Delaware 76-0546330
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
---------------
22001 North Park Drive
Kingwood, TX 77339
(781) 622-1000
(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 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
ONIX Systems Inc.
c/o Thermo Electron Corporation
81 Wyman Street
P.O. Box 9046
Waltham, Massachusetts 02454-9046
(781) 622-1000
---------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement.
<PAGE>
If the only securities being registered 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, 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, 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 MARCH 29, 1999
PROSPECTUS
1,639,640 Shares
ONIX SYSTEMS INC.
Common Stock
This Prospectus relates to the resale of 1,639,640 shares of Common Stock,
par value $.01 per share, of ONIX Systems Inc. by certain shareholders of the
Company. The Shares may be offered from time to time in transactions on the
American Stock Exchange, Inc., 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, 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 September 24, 1997 and October 22, 1997. See "Selling
Shareholders".
See "RISK FACTORS" beginning on page 5 for certain information that should
be considered by prospective investors.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
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., which is a majority-owned subsidiary of Thermo Electron Corporation. The
Common Stock is traded on the
<PAGE>
American Stock Exchange under the symbol "ONX". On March 26, 1999, the reported
closing price of the Common Stock on the American Stock Exchange was $5.625 per
share.
The date of this Prospectus is , 1999.
No dealer, salesperson or any 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
ONIX Systems Inc. ("ONIX" or the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and accordingly files reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). The public
may read and copy any materials filed by the Company with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the following Regional Offices of the SEC: 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and 7 World Trade Center, Suite 1300, New York, New
York 10048. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC
maintains an Internet site at www.sec.gov that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the SEC, such as the Company. The common stock, par value
$.01 per share (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 SEC 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 SEC under the Securities Act of 1933, as amended (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 (the "Shares") of Common Stock 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 SEC.
The Company will 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 the Registration Statement of which this Prospectus
constitutes a part and any or all of the documents that have been or may be
incorporated in this Prospectus by reference. Requests for such copies should be
directed to: Sandra L. Lambert, Secretary, ONIX Systems Inc., 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 designs, develops, markets and services sophisticated field
measurement instruments and on-line sensors for the process control industry.
Incorporating advanced measurement technologies, the Company's products provide
real-time data collection, analysis and local control functions to enhance
production efficiency, improve process and quality control, ensure regulatory
compliance and increase employee safety in industries where production processes
require continuous monitoring, analysis and measurement. The Company's products
and services are offered through two segments: Measurement Instruments, which
serve the process analysis and measurement needs of a range of process
industries, and Industry-specific Systems, which are developed to meet the
specific process analysis needs of select industries, principally oil and gas
producers. The Company operated as a division of Thermo Instrument Systems Inc.
("Thermo Instrument") until its incorporation as a Delaware corporation in
August 1997. In connection with the Company's incorporation, Thermo Instrument
transferred to the Company the stock of certain of its subsidiaries, including
CAC Inc., CAC Limited, Flow Automation Inc., Flow Automation (UK) Limited, TN
Technologies Inc., Kay-Ray/Sensall Inc., Houston Atlas Inc., Westronics Inc. and
VG Gas Analysis Systems Inc., in exchange for 10,666,667 shares of the Company's
Common Stock. Unless the context otherwise requires, references in this
Prospectus to the Company or ONIX refer to ONIX Systems Inc. and its
subsidiaries and the predecessor businesses that constitute the Company.
As of January 31, 1999, Thermo Instrument owned approximately 80% of the
Company's outstanding Common Stock and Thermo Electron Corporation ("Thermo
Electron") owned approximately 2% of the Company's outstanding Common Stock. The
Company's principal executive offices are located at 22001 North Park Drive,
Kingwood, Texas 77339, and its telephone number is (781) 622-1000.
<PAGE>
RISK FACTORS
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company cautions readers that the matters
described in this section, among others, have in the past and could in the
future affect its actual results of operations. The Company makes
forward-looking statements, within the meaning of Section 21E of the Exchange
Act, throughout this Prospectus. Readers should consider any statements
contained in this Prospectus that are not historical, factual statements to be
forward-looking statements. Among others, the Company intends the words
"believes," "anticipates," "plans," "expects," "seeks," "estimates" and similar
expressions to identify forward-looking statements. Many important factors could
cause the Company's results to differ materially from the results indicated by
any forward-looking statements. Those factors include factors discussed in this
section and those discussed in other sections of this Prospectus.
Dependence on Oil and Gas Industry. Historically, much of the Company's
total revenues have come from sales of products and related services to
customers in the oil and gas industry. In 1998, oil and gas industry customers
accounted for approximately 67% of the Company's total revenues. Demand for the
Company's products and services from oil and gas industry customers depends on
how much those customers are spending on exploration, production and
distribution activities. Those activities depend in part on oil and gas prices,
expectations about future prices, the cost of exploring for, producing and
delivering oil and gas, the discovery rate of new oil and gas reserves, local
and international political, regulatory and economic conditions and the ability
of oil and gas companies to obtain capital. The Company makes no assurance that
the current level of activity by oil and gas companies and the demand for the
Company's products and services will not change. Decreases in activity by oil
and gas companies could have a significant adverse effect on the demand for the
Company's products and related services, which would materially adversely affect
the Company's business, financial condition and results of operations.
Risk of Limited or No Market Acceptance of New Products. Some of the
Company's products are alternatives to traditional instruments and methods.
Consequently, it may take some length of time and additional demonstrations of
effectiveness before customers accept the Company's products and are willing to
invest in them, particularly where the purchase of the product would require a
major investment. The Company's on-line process measurement instruments become
part of a customer's production line. Accordingly, the decision to invest in
these instruments is risky in that the failure of one of these instruments could
affect an entire production line. In addition, the Company believes that its
growth prospects depend heavily on the acceptance of its products and related
services by more customers from different industry segments. The Company makes
no assurance that it will obtain broad acceptance of its products.
<PAGE>
Dependence on Customers' Capital Spending Policies. The Company's
customers include oil and gas production, processing, refining and distribution
facilities, and iron and steel, pulp and paper, minerals and mining, water and
wastewater, semiconductor, and petrochemical and chemical companies. The capital
spending policies of the Company's customers can have a significant effect on
the demand for the Company's products. Capital spending policies are based on
many things, including the resources available for purchases, the spending
priorities among various types of process control equipment or techniques and
policies regarding capital spending during recessions. Any decrease in capital
spending by these customers could have a material adverse effect on the
Company's business, financial condition and results of operations.
No Assurance of a Successful Acquisition Strategy. The Company has, as
part of its strategy, acquired businesses that complement or add to its existing
product lines. Attractive acquisitions are difficult to identify and complete
for a number of reasons, including competition among prospective buyers and the
need for regulatory approvals, including antitrust approvals. The Company may
pay a substantial premium over the fair value of the net assets of any acquired
companies. The Company may not be able to complete future acquisitions, and the
Company may not be able to successfully integrate any acquired businesses into
its existing business. In addition, the Company may not be able to retain key
personnel and customers, or adequately improve the financial performance, of any
acquired business. In order to finance any acquisitions, the Company may have to
raise funds by selling its securities in the public or private markets. The
Company may not be able to obtain the necessary financing at all or on favorable
terms. Any equity financing may result in dilution to the Company's
stockholders.
Risks Associated with International Sales. Sales originating outside of
the United States and export revenues from the United States accounted for
approximately 17% and 27%, respectively, of the Company's total revenues in
1998. The Company intends to continue expanding its presence in markets outside
of the United States. International revenues are subject to a number of risks,
however, 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 or other taxes on the Company's foreign income and impose
tariffs or adopt other restrictions on foreign trade; changes in exchange rates
may adversely affect both product demand and the profitability of products and
services sold abroad when payment is made in the local currency; U.S. export
licenses may be difficult to obtain or enforce; and intellectual property rights
in foreign countries may be more difficult to enforce. In addition, the Company
conducts a large portion of its business in, and exports to, foreign countries,
including the United Kingdom, Mexico, Canada and the United Arab Emirates.
Foreign operations have associated risks, including potentially unstable
economic conditions, the need to comply with a variety of foreign laws and
regulations, which may change without notice, and different tax structures. Tax
<PAGE>
rates in certain foreign countries are greater than United States tax rates, and
foreign earnings may be subject to withholding requirements, tariffs, exchange
controls or other restrictions. The Company makes no assurance that any of these
or other factors will not have a material adverse effect on the Company's
business, financial condition and results of operations.
Technological Change and New Products. Changing technology, evolving
industry standards and new product introductions and enhancements are hallmarks
of the markets in which the Company's products compete. In order to succeed, the
Company must enhance its existing products, develop and introduce new products
and technologies and expand its aftermarket support services for its new or
enhanced products in order to meet changing customer requirements and serve
broader industry segments. The Company is currently devoting significant
resources to enhance its existing products, develop new products and
technologies and expand its preventive maintenance and aftermarket support
activities. The Company makes no assurance, however, that it will successfully
and timely complete the enhancement and development of these products and the
expansion of its services or that its current or future products and services
will satisfy the process measurement needs of participants in the Company's
targeted markets.
Intense Competition. The Company encounters and expects to continue to
encounter intense competition in the sale of its products. The Company believes
that its competitiveness in the market for field measurement instruments and
sensors depends upon a number of factors both within and beyond its control,
including quality and reliability; technical features; accuracy; ease of use;
product pricing; reputation for aftermarket service; timing of new product
releases and enhancements by the Company and its competitors; name recognition;
the establishment of strategic alliances; and industry and general economic
trends. In addition, some of the Company's competitors use technologies that may
be viewed as cost-effective alternatives to the technologies used in the
Company's products. Certain of the Company's current and potential competitors
have significantly greater financial, marketing, technical and other competitive
resources, as well as greater name recognition, than the Company. As a result,
the Company's competitors may be able to adapt more quickly to new or emerging
technologies and changes in customer requirements, and may be able to devote
greater resources to promoting and selling their products. The Company makes no
assurance that it will be able to compete successfully with existing or new
competitors. An increase in competition could result in price reductions and
loss of market share, which could have a material adverse effect on the
Company's business, financial condition or results of operations.
Risks of Gamma Technology. Some of the Company's level and density
measurement instruments use gamma technologies that may involve health and
safety risks as a result of the use and handling of and possible radioactive
emissions from gamma materials. The Company believes that it conducts its
operations, including those involving gamma technology, prudently. The Company
<PAGE>
has insurance policies covering both general liability and nuclear liability in
amounts it believes to be commercially reasonable. However, the Company makes no
assurance that this insurance will protect the Company from liability claims, or
that liability insurance will continue to be available to the Company at a
reasonable cost, or at all. In addition, the manufacture and sale of products
that use gamma technology may subject the Company to extensive federal, state,
local and foreign regulations. These regulations could make production of the
Company's products more expensive, or could otherwise materially adversely
affect the demand for the Company's gamma measurement instruments.
Limited Sources of Supply. Local subcontractors manufacture certain major
components that the Company uses in its products. The Company has not
experienced any significant disruption or delay in obtaining required components
for its products, and believes that it could develop other sources of supply for
these components. However, if the Company was unable to receive adequate
supplies for a long time, the Company might have to pay more for its supplies or
find another source for those supplies, which could delay shipments and hurt
relationships with current and prospective customers. Such factors could have a
material adverse effect on the Company's business, financial condition and
results of operations.
Dependence on Key Personnel. The Company's success depends greatly on 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 does not have employment contracts with any
of its key employees, and the Company does not have, or plan to purchase,
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 the Company makes no assurance that it will
be able to attract, motivate and retain key personnel.
Uncertain Protection of Proprietary Rights. The Company's proprietary
rights relating to the Company's products are 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. The Company has
received several U.S. patents and has several pending patent applications. The
Company also owns corresponding patents in other countries. The Company makes no
assurance that any patents it owns now or in the future will protect it against
competitors. Legal proceedings brought by the Company to protect its proprietary
rights could be extremely expensive. In addition, competitors of the Company,
some of whom have substantially greater resources than the Company has, could
bring lawsuits to challenge the validity of the Company's patents, or could
design comparable products that do not infringe the Company's patents. Defending
those claims could be very expensive and divert management resources, which
could have a material adverse effect on the Company's business, financial
<PAGE>
condition and results of operations. Also, such claims could result in an award
of substantial damages against the Company, as well as injunctive or other
equitable relief, that could effectively block the Company's ability to make,
use, sell, distribute or market its products and services in the U.S. and
abroad.
Other parties may own pending or issued patents relating to the Company's
products or technologies. If those parties were to bring a claim relating to
proprietary technology or information against the Company, the Company might
need to acquire licenses to, or contest the validity of, such parties'
proprietary technology. Any contest of the validity of proprietary technology
would likely be very expensive, and the Company may not prevail in any such
contest. In addition, any license required under any other parties' proprietary
technology might not be available on acceptable terms. The steps taken by the
Company to protect its proprietary rights may not be adequate to prevent others
from misappropriating its technology or developing similar technology. In
addition, some jurisdictions' laws would not protect the Company's proprietary
rights to the same extent as U.S. laws, and the protections that are available
in other jurisdictions may not be adequate.
The Company also relies on trade secrets and proprietary know-how that it
seeks to protect, in part, by confidentiality agreements with its employees and
consultants. The Company makes no assurance that these agreements will not be
breached, that the Company will have adequate remedies for any breach or that
the Company's trade secrets will not otherwise become known to or independently
developed by its competitors.
Risk of Failure to Obtain or Maintain Government Regulations and
Approvals. Various domestic and foreign environmental and consumer protection
laws influence the demand for certain of the Company's products, both in the
United States and abroad. The Company designs, develops and markets its
products, in part, to meet customer needs created by existing and anticipated
regulations. Any changes in these regulations may adversely affect demand for
the Company's products. In addition, the manufacture and sale of products that
use gamma technology is subject to certain federal, state, local and foreign
regulations, including licensing and other regulatory approvals. In particular,
the Company has obtained licenses required by the Nuclear Regulatory Commission
("NRC") and the State of Texas for the storage and handling of the nuclear
sources used in its gamma measurement instruments located at its Round Rock,
Texas facility. These licenses are reviewed and renewed periodically and the
facility is subject to periodic inspection. Further, the NRC or other regulators
may adopt and impose new or more stringent regulations, and the Company makes no
assurance that it will be able to comply with such changes. The Company's
failure to maintain its licenses or to comply with applicable regulations could
have a material adverse effect on the Company's business, financial condition
and results of operations.
<PAGE>
Potential Impact of Year 2000 on Processing of Date-Sensitive Information.
The Company is attempting to minimize any negative consequences arising from the
year 2000 issue. However, the Company makes no assurance that year 2000 problems
will not have a material adverse impact on the Company's business, operations or
financial condition. While the Company expects that it will complete upgrades to
its internal business systems on time, these upgrades may encounter unexpected
costs or delays. Despite its efforts to ensure that its material current
products are year 2000 compliant, the Company may see an increase in warranty
and other claims related to Company products that incorporate or use third party
software or hardware. The Company might also be materially adversely affected if
any of the operations of the Company's material suppliers or vendors are
disrupted by year 2000 issues. The Company expects a significant amount of
litigation relating to the year 2000 issue, and the Company makes no assurance
that it will not incur material costs in defending or bringing year 2000-related
lawsuits. In addition, if the Company does identify any year 2000 issues, the
Company may not be able to hire qualified personnel to remedy those issues. Any
unexpected costs or delays arising from the year 2000 issue could have a
significant adverse impact on the Company's business, operations and financial
condition in amounts that the Company cannot reasonably estimate at this time.
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth the names of certain shareholders of the
Company (each, a "Selling Shareholder" and collectively, the "Selling
Shareholders"), the number of Shares 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>
<S> <C> <C> <C>
Shares of Shares
Common Stock Owned After
Owned Prior Completion
to the Shares of the
Offering(1) Being Offering
Selling Shareholder Offered
- ------------------- ----------- ------ ------------
W. Paul Ruben 3,508 3,508 0
Gregory D. Lewis (2) 333 333 0
Earl R. Lewis IV (2) 333 333 0
The Lincoln Fund Tax Advantage L.P. 12,280 12,280 0
The Gordon Fund, L.P. 12,280 12,280 0
Steven Braverman Trust 7,018 7,018 0
Nutraco Nominees Limited 70,333 70,333 0
Advance Capital Offshore Partners, L.P 80,553 26,836 53,717
Catherine S. Dawson 3,508 3,508 0
Richard J. Naegele 7,018 7,018 0
Lucky Star Shipping S.A. 40,350 40,350 0
Pictet & Cie 17,544 17,544 0
Nancy S. DeMoss 3,508 3,508 0
Roger T. Servison 7,017 7,017 0
Joseph C. Sindelar Trust 8,140 8,140 0
Stephenson Ventures 8,772 8,772 0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Shares of Shares
Common Stock Owned After
Owned Prior Completion
to the Shares of the
Offering(1) Being Offering
Selling Shareholder Offered
- ------------------- ----------- ------ ------------
H. Virgil Sherrill 8,772 8,772 0
Arthur S. DeMoss Foundation 8,771 8,771 0
Edward Darman Co. 10,526 10,526 0
Wynona L. Smith (3) 4,000 4,000 0
Roy F. Weston 3,508 3,508 0
Lazard Freres & Co. LLC 20,000 20,000 0
Coutts(Jersey) Limited a/c AIM Values 15,333 15,333 0
Coutts(Jersey) Limited a/c Client 18,000 18,000 0
Royal Bank of Scotland International 32,666 32,666 0
Coutts(Jersey) Limited a/c AIM Americas 666 666 0
Nutraco Nominees Limited 43,000 43,000 0
Homeowners Friendly Society Ltd. A/C GCF 16,666 16,666 0
Egger and Co. 20,000 20,000 0
MSS Nominees Ltd. 6,666 6,666 0
MGQ Nominees Limited a/c GGIGT 16,666 16,666 0
C.O. Nominees 23,333 23,333 0
Gerlach & Co. 33,333 33,333 0
MSS Nominees Limited A/C 810015 33,333 33,333 0
Wifleur Inc. 3,508 3,508 0
Triangle Bridge Group, L.P. 3,508 3,508 0
Scot Holdings, Inc. 3,508 3,508 0
Marc H. Morgenstern 3,508 3,508 0
Bennett Yanowitz 5,508 3,508 2,000
Barbara Gisel 3,508 3,508 0
William C. Parrish 3,508 3,508 0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Shares of Shares
Common Stock Owned After
Owned Prior Completion
to the Shares of the
Offering(1) Being Offering
Selling Shareholder Offered
- ------------------- ----------- ------ ------------
Vassilios and Lynne Sirpolaiois 3,508 3,508 0
Robert E. Yancey, Jr. 3,508 3,508 0
Joseph E. Valenti Jr. Trust dated 3,508 3,508 0
December 21, 1993
Jose Spiwak/ ttee and Sara Spiwak/ttee 3,508 3,508 0
John Stafford 3,508 3,508 0
John A. Miller 3,508 3,508 0
Gordon A. Hughes and Elizabeth Hughes 8,508 3,508 5,000
TEN ENT
Edwin R. Bindseil 3,508 3,508 0
Edward W. Rabin 3,508 3,508 0
Fay E. Schefer 3,508 3,508 0
Francis Cook 3,508 3,508 0
Douglas A. Pertz 3,508 3,508 0
Richard Bertero 3,508 3,508 0
Mary A. Froelich 3,508 3,508 0
Bruce D. Cowen 3,508 3,508 0
Talisman Capital Ltd. 13,333 13,333 0
Robert E. Kilkenny 13,333 13,333 0
The McCloskey Trust 14,035 14,035 0
Charles A. Smithgall, Jr. 21,535 14,035 7,500
Jacobs Family Co. LLC 14,035 14,035 0
David Braverman Trust 7,017 7,017 0
Venture Capital Holdings, L.P. 17,544 17,544 0
Charles K. Stewart 17,543 17,543 0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Shares of Shares
Common Stock Owned After
Owned Prior Completion
to the Shares of the
Offering(1) Being Offering
Selling Shareholder Offered
- ------------------- ----------- ------ ------------
James L. Brooks, Trustee, Brooks Family Trust 17,543 17,543 0
William Broder, Trustee, James L. Brooks 3,508 3,508 0
Retained Income Trust
W.H. Kilkenny Co. 29,824 29,824 0
Link & Co. 33,333 33,333 0
Paul A. Sakmar Trust, Paul A. Sakmar Trustee 28,421 28,421 0
Employee's Profit Sharing Plan and Trust of 11,166 6,666 4,500
Steel Industries, Inc.
Akkad & Co. 49,122 49,122 0
ASTO OS, L.L.C. 159,336 94,736 64,600
Advance Capital Partners, L.P. 256,727 85,444 171,283
Jackson National Life Insurance Company 157,894 157,894 0
Nap & Co. 140,350 140,350 0
Northman & Co. 42,104 42,104 0
Fuelship & Co. 28,070 28,070 0
Martin E. Messinger 24,561 24,561 0
LaSalle National Bank as Custodian for W.H.I. 70,000 70,000 0
Growth Fund, L.P.
Irving B. Harris Revocable Trust dtd 7/31/87 18,500 18,500 0
William W. Harris Trust 6,666 6,666 0
Roxanne H. Frank Trust 13,333 13,333 0
Harris Foundation 10,000 10,000 0
Irving Harris Foundation A 4,000 4,000 0
Irving Harris Foundation B 3,333 3,333 0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Shares of Shares
Common Stock Owned After
Owned Prior Completion
to the Shares of the
Offering(1) Being Offering
Selling Shareholder Offered
- ------------------- ----------- ------ ------------
Jerome Kahn, Jr. Revocable Trust 2,000 2,000 0
David Rosenbaum & Margot Kahn JTWROS 333 333 0
James J. Pelts 2,000 2,000 0
Fred Holubow 2,333 2,333 0
Michael S. Resnick 500 500 0
Peter E. Martin & Nancy K. Martin JTWROS 666 666 0
Alae, LP 8,333 8,333 0
Crescent International Holdings Limited (4) 16,666 16,666 0
Pilot Trading Trust (5) 7,333 7,333 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 had the right to acquire within 60 days of April 4, 1998,
through the exercise of stock options.
(2) Gregory D. Lewis and Earl R. Lewis IV are sons of Earl R. Lewis, a Director
of the Company and Thermo Instrument.
(3) Wynona L. Smith is the spouse of Arvin H. Smith, a Director of the Company
and Thermo Instrument, and the President of Thermo Electron.
(4) Crescent International Holdings Limited, a member of the Olayan Group, is
indirectly controlled by Suliman S. Olayan, the father of Hutham S.
Olayan, a Director of Thermo Electron.
(5) Pilot Trading Trust is controlled by Robert A. McCabe, a Director of Thermo
Electron, and members of his family.
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 September 24, 1997 and October 22, 1997 (the "Purchase Agreements") for
cash.
<PAGE>
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 SEC 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.
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.
<PAGE>
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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the SEC by the Company (File
No. 1-13975) are hereby incorporated in this Prospectus by reference:
(1) Annual Report on Form 10-K for the fiscal year ended January 2, 1999;
and
(2) the description of the Common Stock that 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.
Requests for such copies should be directed to Sandra L. Lambert, Secretary,
ONIX Systems Inc., 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 3,333 shares of Common Stock, 20,444 shares of the common stock, $.10
par value per share, of Thermo Instrument and 348,828 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
this Prospectus 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 $ 5,578.00
Legal fees and expenses 5,000.00
Accounting fees and expenses 5,000.00
Printing and engraving expenses 15,000.00
Miscellaneous 2,422.00
--------
Total $ 33,000.00
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 that insures the
directors and officers of Thermo Electron Corporation 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:
(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 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 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
Kingwood, State of Texas, on this 29th day of March, 1999.
ONIX SYSTEMS INC.
By: /s/ William J. Zolner
--------------------------
William J. Zolner
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 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/ William J. Zolner President, Chief March 29, 1999
- -------------------------- Executive Officer and Director
William J. Zolner (Principal Executive Officer)
/s/ Theo Melas-Kyriazi Chief Financial Officer March 29, 1999
- -------------------------- (Principal Financial Officer)
Theo Melas-Kyriazi
Paul F. Kelleher* Chief Accounting Officer March 29, 1999
- -------------------------- (Principal Accounting Officer)
Paul F. Kelleher
Earl R. Lewis* Chairman of the Board March 29, 1999
- -------------------------- and Director
Earl R. Lewis
David J. Beaubien* Director March 29, 1999
- --------------------------
David J. Beaubien
Frank Jungers* Director March 29, 1999
- --------------------------
Frank Jungers
Arvin H. Smith* Director March 29, 1999
- --------------------------
Arvin H. Smith
* The undersigned Sandra L. Lambert, by signing her name hereto, does hereby
execute this Post-Effective Amendment No. 1 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/ Sandra L. Lambert
--------------------------
Sandra L. Lambert
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. 333-45333] 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 ONIX Systems Inc.:
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-3 and related Prospectus
of ONIX Systems Inc. of our reports dated February 16, 1999, included in or
incorporated by reference into ONIX Systems Inc.'s Annual Report on Form 10-K
for the year ended January 2, 1999, and to all references to our Firm included
in or made a part of this Registration Statement and related Prospectus.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
March 29, 1999
