As filed with the Securities and Exchange Commission on
April 29, 1999 Registration No. 333-59973
- ----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-------------------------------
POST-EFFECTIVE AMENDMENT NO. 2
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
---------------
<PAGE>
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement.
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. [ ]
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 Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
The information in this prospectus is not complete and may be changed. The
selling stockholders may not sell their securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
SUBJECT TO COMPLETION, DATED APRIL 29, 1999
PROSPECTUS
ONIX SYSTEMS INC.
1,639,640 Shares of Common Stock
The stockholders of ONIX Systems Inc. identified on pages 8 through 12 may
offer and sell the shares of common stock, $.01 par value per share, covered by
this prospectus from time to time. The selling stockholders will receive all of
the proceeds from the sale of the shares and will pay all underwriting discounts
and selling commissions, if any, applicable to the sale of the shares. ONIX
Systems will pay the expenses of registration of the sale of the shares.
Beginning on page 2, we have listed several "RISK FACTORS" that you should
consider. You should read the entire prospectus carefully before you make your
investment decision.
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.
ONIX Systems is a majority-owned subsidiary of Thermo Instrument Systems
Inc., which is a majority-owned subsidiary of Thermo Electron Corporation. Our
common stock trades on the American Stock Exchange under the symbol "ONX". On
April 28, 1999, the reported closing price of our common stock on the American
Stock Exchange was $5.375 per share.
The date of this Prospectus is , 1999.
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<PAGE>
THE COMPANY
ONIX Systems designs, develops, markets and services sophisticated field
measurement instruments and on-line sensors for the process control industry.
Our products, which incorporate advanced measurement technologies, provide
real-time data collection, analysis and local control functions that enhance
production efficiency, improve process and quality control, ensure regulatory
compliance and increase employee safety. As of April 3, 1999, our parent
company, Thermo Instrument, owned approximately 80% of our outstanding common
stock and Thermo Instrument's parent company, Thermo Electron, owned
approximately 2% of our outstanding common stock. Our principal executive
offices are located at 22001 North Park Drive, Kingwood, Texas 77339, and our
telephone number is (781) 622-1000.
RISK FACTORS
You should be aware that the matters described in this section, among
others, have in the past and could in the future affect ONIX Systems' actual
results of operations. We make forward-looking statements, within the meaning of
Section 21E of the Exchange Act, throughout this prospectus. You should consider
any statements that are not historical, factual statements to be forward-looking
statements. Among others, we intend the words "believes," "anticipates,"
"plans," "expects," "seeks," "estimates" and similar expressions to identify
forward-looking statements. Many important factors could cause our 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.
A LARGE PART OF OUR REVENUES COMES FROM SALES OF PRODUCTS AND SERVICES TO
CUSTOMERS IN THE OIL AND GAS INDUSTRY. In 1998, 67% of our revenues came from
customers in the oil and gas industry. Demand for our products and services from
oil and gas industry customers depends on how much such customers spend on
exploration, production and distribution activities. These activities, in turn,
depend on the following factors:
- 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
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<PAGE>
- the ability of oil and gas companies to obtain capital.
Energy prices declined in 1998. The resulting decrease in oil and gas activities
adversely affected our results in 1998 and we expect this decrease to have a
material adverse effect on our results of operations in 1999.
THERE IS A RISK OF LIMITED OR NO MARKET ACCEPTANCE OF SOME OF OUR
PRODUCTS. Some of our products are alternatives to traditional instruments and
methods. Consequently, customers may be slow to accept our products and to
invest in them, particularly where the purchase of the product will require a
major financial investment. Our on-line process measurement instruments become
part of a customer's production line. The decision to invest in these
instruments is risky since the failure of one of these instruments could affect
an entire production line. In addition, we believe that our growth prospects
depend heavily on the acceptance of our products and related services by more
customers from different industry segments. We make no assurance that we can
obtain such broad acceptance of our products.
THE CAPITAL SPENDING POLICIES OF OUR CUSTOMERS SIGNIFICANTLY AFFECTS THE
DEMAND FOR OUR PRODUCTS. Our 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 such
customers depend on many things, including the resources available for
purchases, the spending priorities for various types of process control
equipment or techniques and the resources allocated to capital expenditures
during recessions. In 1998, our revenues were affected by companies in the
process sector reducing discretionary capital spending. Any further decrease in
capital spending by our customers could have a material adverse effect on our
business, financial condition and results of operations.
WE MAY NOT BE ABLE TO COMPLETE FUTURE ACQUISITIONS, AND WE MAY NOT BE ABLE
TO SUCCESSFULLY INTEGRATE ANY ACQUIRED BUSINESSES INTO OUR EXISTING BUSINESS. As
part of our strategy, we have acquired businesses that complement or add to our
existing product lines. Attractive acquisitions are difficult to identify and
complete for a number of reasons, including competition among buyers and the
need for regulatory approvals, including antitrust approvals. We may pay a
substantial premium over the fair value of the net assets of any acquired
companies. In addition, we may not be able to retain key personnel and
customers, or adequately improve the financial performance, of any acquired
business. To finance acquisitions, we may have to raise funds by selling our
securities in the public or private markets. We may not be able to obtain the
necessary financing at all or on favorable terms and any equity financing may
result in dilution to our stockholders.
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<PAGE>
OUR INTERNATIONAL SALES AND FOREIGN OPERATIONS ARE SUBJECT TO MANY RISKS.
In 1998, sales from outside of the United States were approximately 17% of our
total revenues and export revenues from the United States were approximately 27%
of our total revenues. We intend to continue expanding our 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
our 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 customers
make payments 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, we conduct a large portion of our business in, and we export 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 rates in some foreign countries exceed United States tax rates, and foreign
earnings may be subject to withholding requirements, tariffs, exchange controls
or other restrictions. We make no assurance that any of these or other factors
will not have a material adverse effect on our business, financial condition and
results of operations.
WE MUST ENHANCE OUR EXISTING PRODUCTS, DEVELOP AND INTRODUCE NEW PRODUCTS
AND TECHNOLOGIES AND EXPAND OUR AFTERMARKET SUPPORT SERVICES TO MEET CHANGING
CUSTOMER REQUIREMENTS AND SERVE BROADER INDUSTRY SEGMENTS. Changing technology,
evolving industry standards and new product introductions and enhancements are
characteristics of the markets in which our products compete. We make no
assurance that we will successfully and timely complete the enhancement and
development of our existing and new products and the expansion of our
preventative maintenance and aftermarket support services. We also make no
assurance that our existing and new products and services will satisfy the
process measurement needs of customers in our target markets.
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WE ENCOUNTER AND EXPECT TO CONTINUE TO ENCOUNTER INTENSE COMPETITION IN
THE SALE OF OUR PRODUCTS. We believe that our competitiveness in the market for
field measurement instruments and sensors depends upon a number of factors both
within and beyond our control, including the following:
- quality and reliability;
- technical features;
- accuracy;
- ease of use;
- product pricing;
- reputation for aftermarket service;
- timing of new product releases and enhancements by us and our
competitors;
- name recognition;
- the establishment of strategic alliances; and
- industry and general economic trends.
In addition, some of our competitors use technologies that customers may view as
cost-effective alternatives to the technologies we use. Some of our current and
potential competitors have significantly greater financial, marketing, technical
and other competitive resources, as well as greater name recognition. As a
result, our 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. We make no assurance
that we 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 our business, financial
condition and results of operations.
SOME OF OUR 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
manufacture and sale of products that use gamma technology may subject us to
extensive federal, state, local and foreign regulations. These regulations could
make production of our products more expensive, or could otherwise materially
adversely affect the demand for our gamma measurement instruments. We also make
no assurance that our general liability and nuclear liability insurance policies
will protect us from liability claims, or that liability insurance will continue
to be available to us at a reasonable cost, or at all.
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<PAGE>
LOCAL SUBCONTRACTORS MANUFACTURE CERTAIN MAJOR COMPONENTS THAT WE USE IN
OUR PRODUCTS. If we are unable to receive adequate supplies for a long time, we
might have to pay more for our supplies or find another source for our supplies,
which could delay shipments and hurt relationships with current and prospective
customers. Such factors could have a material adverse effect on our business,
financial condition and results of operations.
OUR SUCCESS DEPENDS ON RETAINING A NUMBER OF KEY EMPLOYEES, INCLUDING
MEMBERS OF SENIOR MANAGEMENT. We do not have employment contracts with most of
our key employees, and we do not have, or plan to purchase, key-man life
insurance policies for our key employees. We believe that our future success
will depend in part on our ability to attract, motivate and retain highly
skilled technical, managerial and marketing personnel. Competition for such
personnel is intense, and we make no assurance that we will be able to attract,
motivate and retain key personnel.
OUR PATENTS MAY NOT PROTECT US AGAINST COMPETITORS. The proprietary rights
relating to our 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. We have received several U.S. patents
and have several pending patent applications. We also own several patents in
other countries. Legal proceedings initiated by us to protect our proprietary
rights could be extremely expensive. In addition, our competitors, some of whom
have much greater resources than us, could bring lawsuits to challenge the
validity of our patents, or could design comparable products that do not
infringe our patents. Defending those claims could be very expensive and divert
management resources, which could have a material adverse effect on our
business, financial condition and results of operations. Also, such claims could
result in an award of substantial damages against us, as well as injunctive or
other equitable relief, that could effectively block our ability to make, use,
sell, distribute or market our products and services in the U.S. and abroad.
Other parties may own pending or issued patents relating to our products
or technologies. If those parties were to bring a claim relating to proprietary
technology or information against us, we 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 we
may not prevail. In addition, any license required under any other parties'
proprietary technology might not be available on acceptable terms. The steps
taken by us to protect our proprietary rights may not be adequate to prevent
others from misappropriating our technology or developing similar technology. In
addition, some jurisdictions' laws would not protect our proprietary rights to
the same extent as U.S. laws, and the protections that are available in other
jurisdictions may not be adequate.
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We also rely on trade secrets and proprietary know-how that we protect, in
part, by confidentiality agreements with our employees and consultants. We make
no assurance that these agreements will not be breached, that we will have
adequate remedies for any breach or that our trade secrets will not otherwise
become known to or independently developed by our competitors.
VARIOUS DOMESTIC AND FOREIGN ENVIRONMENTAL AND CONSUMER PROTECTION LAWS
INFLUENCE THE DEMAND FOR SOME OF OUR PRODUCTS. We design, develop and market our
products, in part, to meet customer needs created by existing and anticipated
regulations both in the United States and abroad. Any changes in these
regulations may adversely affect demand for our 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, we have obtained licenses required by the
Nuclear Regulatory Commission ("NRC") and the State of Texas for the storage and
handling of nuclear sources located at our Round Rock, Texas facility that are
used in our gamma measurement instruments. 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 we make no assurance that we will be able to comply with such
changes. Our failure to maintain our licenses or to comply with applicable
regulations could have a material adverse effect on our business, financial
condition and results of operations.
WE HAVE NOT COMPLETED OUR YEAR 2000 COMPLIANCE PROGRAM SO THE POTENTIAL
COSTS AND COMPLICATIONS ASSOCIATED WITH THE YEAR 2000 ISSUE CANNOT BE DETERMINED
AT THIS TIME. While we expect to complete upgrades to our internal business
systems before the year 2000, these upgrades may encounter unexpected costs or
delays. Despite our efforts to ensure that our material current products are
year 2000 compliant, we may see an increase in warranty and other claims related
to our products that incorporate or use third party software or hardware. We
might also be materially adversely affected if any of the operations of our
material suppliers or vendors are disrupted by year 2000 issues. There may be a
significant amount of litigation relating to the year 2000 issue, and we make no
assurance that we will not incur material costs in defending or bringing year
2000-related lawsuits. In addition, if we do identify any year 2000 issues, we
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 our business, financial condition and results of
operations in amounts that we cannot reasonably estimate at this time.
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<PAGE>
SELLING STOCKHOLDERS
The following table sets forth the names of the selling stockholders, the
number of shares of common stock owned beneficially by each selling stockholder,
the number of shares that may be offered pursuant to this prospectus, and the
number of shares each selling stockholder will own after the offering, assuming
all of the shares are sold. This information is based upon information provided
by the selling stockholders.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Shares
Shares of Owned After
Common Stock Completion
Owned Before Shares of the
the Being Offering
Selling Stockholder Offering(1) 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
H. Virgil Sherrill 8,772 8,772 0
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Shares
Shares of Owned After
Common Stock Completion
Owned Before Shares of the
the Being Offering
Selling Stockholder Offering(1) Offered
- -------------------------- -------------- ------- -----------
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
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Shares
Shares of Owned After
Common Stock Completion
Owned Before Shares of the
the Being Offering
Selling Stockholder Offering(1) Offered
- -------------------------- -------------- ---------- ------------
Barbara Gisel 3,508 3,508 0
William C. Parrish 3,508 3,508 0
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
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Shares
Shares of Owned After
Common Stock Completion
Owned Before Shares of the
the Being Offering
Selling Stockholder Offering(1) Offered
- --------------------------- --------------- -------- -------------
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
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.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Shares
Shares of Owned After
Common Stock Completion
Owned Before Shares of the
the Being Offering
Selling Stockholder Offering(1) Offered
- --------------------------- -------------- --------- -----------
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
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
- -------------
(1) Except as otherwise reflected in the footnotes to this table, all share
ownership includes shares owned by the selling stockholders and shares that the
selling stockholders 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 ONIX Systems and Thermo Instrument.
</TABLE>
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(3) Wynona L. Smith is the spouse of Arvin H. Smith, a director of ONIX Systems
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.
We are registering the shares to permit public secondary trading of them
from time to time by the selling stockholders. We sold all of the shares being
offered by the selling stockholders for cash in private placement transactions
pursuant to Stock Purchase Agreements dated September 24, 1997 and October 22,
1997.
In the Stock Purchase Agreements, we agreed, among other things, to pay
all expenses (other than underwriting discounts, selling commissions, and fees
and expenses of counsel and other advisors to the selling stockholders) in
connection with the registration and resale of the shares being offered by the
selling stockholders. See "Plan of Distribution." We intend 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 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 resale by
the selling stockholders.
PLAN OF DISTRIBUTION
The selling stockholders may offer their shares at various times in one or
more of the following transactions:
- on the American Stock Exchange (or any other exchange on which the
shares may be listed);
- in the over-the-counter market;
- in negotiated transactions other than on such exchanges;
- by or through brokers or dealers in ordinary brokerage transactions
or transactions in which the broker solicits purchases;
- in 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;
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- in transactions in which a broker or dealer purchases as principal
for resale for its own account;
- in transactions through underwriters or agents; or
- in a combination of any of the above transactions.
The selling stockholders may sell their shares at the prevailing market
price at the time of sale, at prices related to such prevailing market price, at
fixed offering prices that may be changed, or at negotiated prices. The selling
stockholders may use broker-dealers, underwriters or agents to sell their
shares. The broker-dealers, underwriters or agents may receive discounts or
commissions from the selling stockholders and/or from the purchasers of the
shares. 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.
Under certain circumstances the selling stockholders and any
broker-dealers, underwriters or agents that participate in the distribution may
be deemed to be "underwriters" within the meaning of the Securities Act. Any
commissions received by such broker-dealers, underwriters or agents and any
profits realized on the resale of shares by them may be considered underwriting
discounts and commissions under the Securities Act. ONIX Systems has agreed to
indemnify the selling stockholders with respect to the shares offered hereby
against certain liabilities, including liabilities under the Securities Act as
underwriters or otherwise.
Under the rules and regulations of the Exchange Act, any person engaged in
the distribution of the resale of shares may not simultaneously engage in
marketmaking activities with respect to our common stock for a period of two
business days before the commencement of such distribution. The selling
stockholders will also be subject to applicable provisions of the Exchange Act
and regulations under the Exchange Act that may limit the timing of purchases
and sales of shares of ONIX Systems' common stock by the selling stockholders.
The selling stockholders will pay all commissions, transfer taxes, and
other expenses associated with the resale of their shares. The shares offered
hereby are being registered pursuant to contractual obligations of ONIX Systems,
and ONIX Systems has paid the expenses of the preparation of this prospectus. We
have not made any underwriting arrangements with respect to the sale of shares
offered hereby.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any materials we file at the SEC's Public Reference Room at the Judiciary Plaza
Building, 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.
You may obtain information on 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 certain information regarding issuers (including ONIX Systems)
that file electronically with the SEC. Since our common stock trades on the
American Stock Exchange, the reports, proxy statements and other information
that we file with the SEC can also be inspected at the offices of the American
Stock Exchange, 86 Trinity Place, New York, New York 10006.
This prospectus is part of a registration statement that we filed with the
SEC (Registration No. 333-59973). This prospectus omits certain information
contained in the registration statement regarding ONIX Systems and its common
stock, including certain exhibits and schedules. You can get a copy of the
registration statement from the SEC at the address listed above or from its
internet site or by writing 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).
You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. The selling stockholders are offering to sell, and
seeking offers to buy, shares of our common stock only in jurisdictions where
offers and sales are permitted. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of the shares.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate" into this prospectus information we
file with the SEC (File No. 1-13975) in other documents. This means that we can
disclose important information to you by referring to other documents that
contain that information. The information may include documents filed after the
date of this prospectus that update and supersede the information you read in
this prospectus. We incorporate by reference the documents listed below, except
to the extent information in those documents is different from the information
contained in this prospectus, and all future documents filed with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until we terminate the
offering of these shares:
(1) Annual Report on Form 10-K for the fiscal year ended January 2, 1999;
and
(2) the description of our common stock contained in the Registration
Statement on Form 8-A filed under the Exchange Act, as such description may be
amended from time to time.
You may request a copy of the foregoing documents, at no cost, by
writing 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).
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares by the
selling stockholders.
LEGAL MATTERS
Seth H. Hoogasian, Esq., our general counsel, has issued an opinion about
the validity of the shares being offered. Mr. Hoogasian is a full-time employee
of Thermo Electron, is an officer of ONIX Systems, Thermo Instrument and Thermo
Electron, and owns or has the right to acquire 3,333 shares of common stock of
ONIX Systems, 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.
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EXPERTS
The financial statements and the financial statement schedule of ONIX
Systems incorporated by reference into this prospectus and 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 reports with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said reports.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered. All amounts are
estimated except the SEC registration fee.
Amount
------
SEC Registration fee $ 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 Registrant's Certificate of
Incorporation and By-Laws limit the monetary liability of directors to the
Registrant and to its stockholders and provide for indemnification of the
Registrant'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 Registrant and, with respect
to any criminal action or proceeding, actions that the indemnitee had no
reasonable cause to believe were unlawful. The Registrant 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 Registrant, against certain liabilities, which might be incurred
in connection with the performance of their duties.
The selling stockholders are obligated under the Stock 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.
II-1
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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.
II-2
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(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.
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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. 2 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 28th day of April, 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. 2 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 April 28, 1999
- ---------------------- Executive Officer and Director
William J. Zolner (Principal Executive Officer)
/s/ Theo Melas-Kyriazi Chief Financial Officer April 28, 1999
- ---------------------- (Principal Financial Officer)
Theo Melas-Kyriazi
Paul F. Kelleher* Chief Accounting April 28, 1999
- ---------------------- Officer (Principal Accounting Officer)
Paul F. Kelleher
Earl R. Lewis* Chairman of the Board April 28, 1999
- ---------------------- and Director
Earl R. Lewis
David J. Beaubien* Director April 28, 1999
- ----------------------
David J. Beaubien
Frank Jungers* Director April 28, 1999
- ----------------------
Frank Jungers
Arvin H. Smith* Director April 28, 1999
- ----------------------
Arvin H. Smith
* The undersigned Sandra L. Lambert, by signing her name hereto, does hereby
execute this Post-Effective Amendment No. 2 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
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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).
II-5
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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
April 28, 1999
