2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAMELOT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Colorado 84-0691531
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Camelot Place, 17770 Preston Road, Dallas, Texas 75252
(972) 733-3005
(Address, Including Zip Code, Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Daniel Wettreich, Camelot Place, 17770 Preston Road,
Dallas, Texas 75252 (972) 733-3005 (Address,
Including Zip Code, Telephone Number, Including Area Code, of Agent
for Service)
COPIES TO:
Jeanette Fitzgerald
17770 Preston Road
Dallas, Texas 75252
(972) 733-3005
(972) 733-4308 fax
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable 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, as amended, 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, please
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, please check the following box:
- ----------------------------------------------------------------------
- -----------------------------------------------------
CALCULATION OF REGISTRATION FEE
Proposed
Maximum
Amount to be Aggregate
Price
Title of Shares to be registered (1) Registered
Per Share (2)
Common Stock
Par Value $0.01 per share 500,000
$3.406
(1) This transaction relates to the common shares to be issued upon
the Conversion of convertible debentures and warrants and restricted
common shares as that term is defined in Rule 144 .
(2) Estimated solely for the purpose of calculating the registration
fee. Fee calculated upon the basis of the average of the high and low
sales prices of the Company's Common Stock as reported on the Nasdaq
SmallCap Market on September 23, 1997 of $3.406 which date is within
five business days prior to the date of the filing of this
Registration Statement.
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 THAT SPECIFICALLY STATES
THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8 (A) OF THE SECURITIES ACT, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8 (A), MAY DETERMINE.
PROSPECTUS (Subject to Completion
Dated September 28, 1997
CAMELOT CORPORATION
500,000 shares of Common Stock,
offered by certain Selling Securityholders
This Prospectus (the "Prospectus") relates to the public offering,
which is not being underwritten, of 500,000 shares (the "Shares") of
Common Stock, par value $0.01 per share (the "Common Stock"), of
Camelot Corporation, a Colorado corporation ("Camelot" or the
"Company"). All of the Shares may be
offered by certain stockholders of the Company or by pledgees, donees,
transferees or other successors in interest that receive such shares
as a gift, partnership distribution or other non-sale related transfer
(the "Selling Securityholders"). The Shares were received by certain
Selling Securityholders in a private placement transaction of the
Company and were issued pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended (the
"Securities Act"), provided by Section 4(2) thereof. The Shares are
being registered by the Company pursuant to a registration rights
pursuant to a subscription agreement and privately held shares with
certain Selling Securityholders. See "Description of Securities" and
"Plan of Distribution."
The Shares may be offered by the Selling Securityholders from time to
time in transactions on the Nasdaq SmallCap Market ("Nasdaq"), in
privately negotiated transactions, or by 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. The Shares may be sold by one
or more of the following: (a) a block trade in which the broker or
dealer so engaged will attempt to sell the Shares as agent but may
position and resell a portion of the block as principal to facilitate
the transaction, (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its account pursuant to this
Prospectus and (c) ordinary brokerage transactions and transactions in
which the broker solicits purchases. The Selling Securityholders may
effect such transactions by selling the Shares to or through broker-
dealers and such broker-dealers may receive compensation in the form
of discounts, concessions or commissions from the Selling
Securityholders 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). In addition, any securities covered by
this Prospectus which qualify for sale pursuant to Rule 144 may be
sold under Rule 144 promulgated under the Securities Act rather than
pursuant to this Prospectus. The Company will not receive any of the
proceeds from the sale of the Shares by the Selling Securityholders.
The Company has agreed to bear certain expenses in connection with the
registration and sale of the Shares being offered by the Selling
Securityholders and to indemnify the Selling Securityholders against
certain liabilities, including liabilities under the Securities Act.
See "Plan of Distribution."
The Common Stock of the Company is traded on The Nasdaq SmallCap
Market tier of The Nasdaq Stock Market under the symbol "CAML" . On
September 25, 1997, the last sale price for the Common Stock as
quoted on Nasdaq was $10.25.
----------------
The Selling Securityholders and any broker-dealers or agents that
participate with the Selling Securityholders in the distribution of
the Shares may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, and any commissions received by
them and any profit on the resale of the Shares purchased by them may
be deemed to be underwriting commissions or discounts under the
Securities Act.
----------------
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF
RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 3.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is September ___, 1997.
<PAGE>
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained
in this Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by
the Company, any Selling Securityholders or by any other person. This
Prospectus does not constitute an offer to sell or a solicitation of
an offer to buy any securities other than the shares of Common Stock
offered hereby, nor does it constitute an offer to sell or a
solicitation of an offer to buy any of the shares offered hereby to
any person in any jurisdiction in which such offer or solicitation
would be unlawful. Neither the delivery of this Prospectus nor any
sale made hereunder shall under any circumstances create any
implication that the information contained herein is correct as of any
date subsequent to the date hereof.
AVAILABLE INFORMATION
Camelot was incorporated in the State of Colorado on September 5, 1975
and completed a $500,000 public offering of its common stock in March,
1976. As used in this Prospectus, unless the context requires
otherwise, the "Company" means Camelot Corporation and its
subsidiaries. The Company's principal executive offices are located
at Camelot Place, 17770 Preston Road, Dallas, Texas. The Company's
telephone number at that address is (972) 733-3005. The Company's
Common Stock is quoted on Nasdaq under the symbol "CAML".
Camelot is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, is required to file periodic reports, proxy
materials and other information with the Securities and Exchange
Commission (the "Commission").
Reports, proxy statements and other information can be inspected and
copied at the public reference facilities maintained by the Commission
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, or at its regional offices located at Suite 1400,
Northwest Atrium Center, 500 West Madison Street, Chicago, Illinois
60661 and at Room 1400, 75 Park Place, New York, New York 10007.
Copies of such materials may also be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, DC 20549, at prescribed rates. In addition, the
Commission maintains a World Wide Web site that contains reports,
proxy and information statements and other information regarding
issuers, including the Company, that file electronically with the
Commission. Such Web site can be found at http://www.sec.gov. The
materials described above may also be inspected at the offices of
Nasdaq Operations, 1735 K Street, N.W., Washington, DC 20006.
This Prospectus, which constitutes a part of a Registration Statement
on Form S-3 (the "Registration Statement") filed by the Company with
the Commission under the Securities Act, omits certain of the
information set forth in the Registration Statement and the exhibits
and schedules thereto. For further information with respect to the
Company and the Shares offered hereby, reference is made to the
Registration Statement and the exhibits and schedules filed as a part
thereof. Statements contained in this Prospectus concerning the
contents of any contract or any other document referred to are not
necessarily complete; reference is made in each instance to the copy
of such contract or document filed as an exhibit to the Registration
Statement. Each such statement is qualified in all respects by such
reference to such exhibit. The Registration Statement, including all
exhibits and schedules thereto, may be inspected without charge of the
Commission's principal office in Washington, D.C., and copies of all
or any part thereof may be obtained from such office after payment of
fees prescribed by the Commission.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission (File
No.0-8299) pursuant to the Exchange Act are incorporated by reference
in this Prospectus:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 1997;
2. Quarterly Report on Form 10-Q for the fiscal quarter ended July 31,
1997;
3. Current Report on Form 8-K filed with the Commission on May 20,
1997 with amendments; and
4. Current Report on Form 8-K filed with the Commission on September
25, 1997.
Any statement contained in a document 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 incorporated herein
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, in its unmodified form, to constitute
a part of this Prospectus.
Upon written or oral request, the Company will provide without charge
to each person to whom a copy of the Prospectus is delivered a copy of
the documents incorporated by reference herein (other than exhibits to
such documents unless such exhibits are specifically incorporated by
reference therein). Requests should be submitted in writing or by
telephone at (972) 733-3005 to Investor Relations,
Camelot Corporation., at the principal executive offices of the
Company, Camelot Place , 17770 Preston Road, Dallas, Texas, 75252.
2
<PAGE>
RISK FACTORS
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY IS SPECULATIVE IN
NATURE, INVOLVES A HIGH DEGREE OF RISK AND SHOULD NOT BE MADE BY AN
INVESTOR WHO CANNOT AFFORD THE LOSS OF HIS ENTIRE INVESTMENT. THE
FOLLOWING RISK FACTORS SHOULD BE CONSIDERED CAREFULLY IN ADDITION TO
THE OTHER INFORMATION CONTA INED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS BEFORE PURCHASING THE SECURITIES OFFERED HEREBY. IN
ADDITION TO THE HISTORICAL INFORMATION CONTAINED HEREIN, THE
DISCUSSION IN THIS PROSPECTUS CONTAINS CERTAIN FORWARD-LOOKING
STATEMENTS, WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT
AND SECTION 27E OF THE EXCHANGE ACT, THAT INVOLVE RISKS AND
UNCERTAINTIES, SUCH AS STATEMENTS OF THE COMPANY'S PLANS, OBJECTIVES,
EXPECTATIONS AND INTENTIONS. THE CAUTIONARY STATEMENTS MADE IN THIS
PROSPECTUS SHOULD BE READ AS BEING APPLICABLE TO ALL RELATED FORWARD-
LOOKING STATEMENTS WHEREVER THEY APPEAR IN THIS PROSPECTUS. THE
COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED
HEREIN. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES
INCLUDE THOSE DISCUSSED BELOW AS WELL AS THOSE CAUTIONARY STATEMENTS
AND OTHER FACTORS SET FORTH ELSEWHERE HEREIN.
NEED FOR ADDITIONAL FINANCING; ISSUANCE OF SECURITIES BY THE COMPANY
AND ITS SUBSIDIARIES; FUTURE DILUTION
The Company may require in the future, and is constantly considering
potential sources for, substantial additional financing to complete
its product development and to manufacture and market any products
that may be developed. There can be no assurance, however, that the
Company's current cash reserves will not be expended prior to that
time. The Company anticipates that further funds may be raised at any
time through additional public or private debt or equity financings
conducted either by the Company or by one or more of its subsidiaries.
There can be no assurance that the Company will be able to obtain
additional financing or that such financing, if available, can be
obtained on terms acceptable to the Company. If additional financing
is not otherwise available, the Company may be required to modify its
business development plans or reduce or cease certain or all of its
operations.
In the event that the Company obtains any additional funding, such
financings may have a dilutive effect on the holders of the Company's
securities. In addition, if one or more of the Company's subsidiaries
raises additional funds through the issuance and sale of its equity
securities, the interest of the Company and its stockholders in such
subsidiary or subsidiaries, as the case may be, could be diluted and
there can be no assurance that the Company will be able to maintain
its majority interest in any or all of its current subsidiaries. In
addition, the interest of the Company and its stockholders in each
subsidiary will be diluted or subject to dilution to the extent any
such subsidiary issues shares or options to purchase shares of its
capital stock to employees, directors, consultants and others. In the
event that the Company's voting interest in any of its current
subsidiaries falls below 50%, the Company may not be able to exercise
an adequate degree of control over the affairs and policies of such
subsidiary as currently being exercised.
UNCERTAINTY REGARDING PATENTS AND PROPRIETARY RIGHTS
The success of the Company will depend in large part on its ability to
obtain patents, defend their patents, maintain trade secrets and
operate without infringing upon the proprietary rights of others, both
in the United States and in foreign countries. The patent position of
firms relying upon technology is uncertain and involves complex legal
and factual questions. The Company has applied for United States
patents and has pending United States and foreign patent applications
relating to various aspects of its products and processes. The patent
application and issuance process can be expected to take several years
and entail considerable expense to the Company. There can be no
assurance that patents will issue as a result of any such pending
applications or that any patents resulting from such applications will
be sufficiently broad to afford protection against competitors with
similar technology. In addition, there can be no assurance that such
patents will not be challenged, invalidated, or circumvented, or that
the rights granted thereunder will provide competitive advantages to
the Company. The commercial success of the Company will also depend
upon avoiding infringement of patents issued to competitors. A United
States patent application is maintained under conditions of
confidentiality while the application is pending, so the Company
cannot determine the inventions being claimed in pending patent
applications filed by its competitors. Litigation may be necessary to
defend or enforce the Company's patent and
license rights or to determine the scope and validity of others'
proprietary rights. Defense and enforcement of patent claims can be
expensive and time consuming, even, in those instances in which the
outcome is favorable to the Company, and can result in the diversion
of substantial resources from the Company's other activities. An
adverse outcome could subject the Company to significant liabilities
to third parties, require the Company to obtain licenses from third
parties, or require the Company to alter its products or processes, or
cease altogether any related research and development activities or
product sales, any of which may have a material adverse effect on the
Company's business, results of operations and financial condition.
The Company has certain licenses from third parties and in the future
may require additional licenses from other parties to develop,
manufacture and market products effectively. There can be no
assurance that such licenses can be obtained or maintained on
commercially reasonable terms, if at all, that the patents underlying
such licenses will be valid and enforceable or that the proprietary
nature of the patented technology underlying such licenses will remain
proprietary.
Although the Company has taken steps to protect its unpatented trade
secrets and know-how, in part through the use of confidentiality
agreements with its employees, consultants and contractors, there can
be no assurance that these agreements will not be breached, that the
Company would have adequate remedies for any breach, or that the
Company's trade secrets will not otherwise become known or be
independently developed or discovered by competitors.
The success of the Company is also dependent upon the skills,
knowledge and experience of its scientific and technical personnel.
The management and scientific personnel of the Company has been
recruited primarily from other scientific companies, pharmaceutical
companies and academic institutions. In some cases, these individuals
may be continuing research in the same areas with which they were
involved prior to joining the Company. Although the Company has not
received any notice of any claims and knows of no basis for any
claims, it could be subject to allegations of violation of trade
secrets and similar claims which could, regardless of merit, be time
consuming, expensive to defend, and have a material adverse effect on
the Company's business, results of operations and financial condition.
6
<PAGE>
DEPENDENCE UPON KEY PERSONNEL AND CONSULTANTS
The Company is highly dependent upon its officers and directors and
consultants. Although Camelot has entered into employment agreements
with its CEO, such employment agreement does not contain provisions
which would prevent such employee from resigning his position with
Camelot at any time. The Company does not maintain key-man life
insurance policies on any of such key personnel. The loss of Mr.
Wettreich's services could have a material adverse effect on the
Company.
The Company may seek to hire additional personnel. Competition for
qualified employees among technology companies is intense, and the
loss of any of such persons, or the inability to attract, retain and
motivate any additional highly skilled employees required for the
expansion of the Company's activities could have a material adverse
effect on the Company. There can be no assurance that the Company
will be able to retain its existing personnel or to attract additional
qualified employees.
COMPETITION
The Company's business is characterized by intensive research efforts
and intense competition. Many technology companies and
telecommunication companies are working to develop products and
technologies in the Company's field. Most of these entities have
substantially greater financial, technical, manufacturing, marketing,
distribution and other resources than the Company. In addition,
certain competitors have already begun testing of similar products and
may introduce such products before the Company. Accordingly, other
companies may succeed in developing products earlier than the Company
or that are more effective than those proposed to be developed by the
Company. Further, it is expected that competition in the Company's
fields will intensify. There can be no assurance that the Company
will be able to compete successfully in the future.
CONTROL BY EXISTING STOCKHOLDER
The principal stockholder of the Company owns approximately 45% of the
outstanding voting shares of the Company. Accordingly, such holder
may have the ability to exert significant influence over the election
of the Company's Board of Directors and other matters submitted to the
Company's stockholders for approval. The voting power of this holder
may discourage or prevent any proposed takeover of the Company.
NO DIVIDENDS
The Company has not paid any cash dividends on its Common Stock since
its formation and does not anticipate paying any cash dividends in the
foreseeable future. Management anticipates that all earnings and
other resources of the Company, if any, will be retained by the
Company for investment in its business.
POSSIBLE DELISTING FROM NASDAQ AND MARKET ILLIQUIDITY
Although the Common Stock is quoted on Nasdaq, continued inclusion of
such securities on Nasdaq will require that (i) the Company maintain
at least $2,000,000 in total assets and $1,000,000 in capital and
surplus, (ii) the minimum bid price for the Common Stock be at least
$1.00 per share, (iii) the
public float consist of at least 100,000 shares of Common Stock,
valued in the aggregate at more than $200,000, (iv) the Common Stock
have at least two active market makers and (v) the Common Stock be
held by at least 300 holders. If the Company is unable to satisfy
such maintenance requirements, the Company's securities may be
delisted from Nasdaq. In such event, trading, if any, in the Common
Stock would thereafter be conducted in the over-the-counter market in
the "pink sheets" or the National Association of Securities Dealers'
"Electronic Bulletin Board." Consequently, the liquidity of the
Company's securities could be materially impaired, not only in the
number of securities that can be bought
and sold at a given price, but also through delays in the timing of
transactions and reduction in security analysts' and the media's
coverage of the Company, which could result in lower prices for the
Company's securities than might otherwise be attained and could also
result in a larger spread between the bid and asked prices for the
Company's securities.
Further, Nasdaq has the ability to suspend trading of a Company's
stock at any time.
In addition, if the Common Stock is delisted from trading on Nasdaq
and the trading price of the Common Stock is less than $5.00 per
share, trading in the Common Stock would also be subject to the
requirements of Rule 15g-9 promulgated under the Exchange Act. Under
such rule, broker/dealers who recommended such low-priced securities
to persons other than established customers and accredited investors
must satisfy special sales practice requirements, including a
requirement that they make an individualized written suitability
determination for the purchaser and receive the purchaser's written
consent prior to the transaction. The Securities Enforcement Remedies
and Penny Stock Reform Act of 1990 also requires additional disclosure
in connection with any trades involving a stock defined as a penny
stock (generally, according to recent regulations adopted by the
Commission, any equity security not traded on an exchange or quoted on
Nasdaq that has a market price of less than $5.00 per share, subject
to certain exceptions), including the delivery, prior to any penny
stock transaction, of a disclosure schedule explaining the penny stock
market and the risks associated therewith. Such requirements could
severely limit the market liquidity of the Common Stock. There can be
no assurance that the Common Stock will not be delisted or treated as
a penny stock.
LIQUIDITY OF INVESTMENT
The Company's securities are traded on the Nasdaq SmallCap Market, and
the Company's securities lack the liquidity of securities traded on
the principal trading markets. Accordingly, an investor may be unable
to promptly liquidate an investment in the Common Stock.
POSSIBLE VOLATILITY OF STOCK PRICE
The market price of the Company's securities, like the stock prices of
many publicly traded technology and telecommunication companies, has
been and may continue to be highly volatile.
9
<PAGE>
POSSIBLE ADVERSE EFFECT OF SHARES ELIGIBLE FOR FUTURE SALE
Future sales by existing stockholders could adversely affect the
prevailing market price of the Company's Common Stock. There are
100,000 common shares outstanding which were issued pursuant to
Regulation S and may become freely tradeable within 40 days. Further,
the remaining outstanding shares of the Company's Common Stock other
than those subject to this offering are all freely tradeable, subject
to volume and other restrictions imposed by Rule 144 under the
Securities Act with respect to sales by affiliates of the Company.
Sales of substantial amounts of Common Stock may have an adverse
effect on the market price of the Company's Common Stock.
No prediction can be made as to the effect, if any, that sales of
Common Stock or the availability of such securities for sale will have
on the market prices prevailing from time to time for the Common
Stock. Nevertheless, the possibility that substantial amounts of such
securities may be sold in the public market may adversely affect
prevailing market prices for the Company's equity securities and could
impair the Company's ability to raise capital in the future through
the sale of equity securities.
ANTITAKEOVER EFFECTS OF PROVISIONS OF THE CERTIFICATE OF INCORPORATION
Camelot's Certificate of Incorporation authorizes the issuance of
shares of "blank check" Preferred Stock. The Board of Directors has
the authority to issue the Preferred Stock in one or more series and
to fix the relative rights, preferences and privileges and
restrictions thereof, including dividend rights, dividend rates,
conversion rights, voting rights, terms of redemption, redemption
prices, liquidation preferences and the number of shares constituting
any series or the designation of such series. The issuance of
Preferred Stock may have the effect of delaying, deferring or
preventing a change in control of the Company without further action
by the stockholders of the Company. The issuance of Preferred Stock
with voting and conversion rights may adversely affect the voting
power of the holders of the Common Stock, including the loss of voting
control to others.
RECENT DEVELOPMENTS
The Company's current principal Internet software and hardware
licensing product is VideoTalk, which is a Internet video conferencing
system due to be available in September 1997. VideoTalk is capable of
video conferencing at 15 frames per second over a 28.8 modem.
VideoTalk is a complete hardware and software system which, when
connected to a multimedia PC, enables full-duplex video conferencing
over the Internet and over local and wide area networks. It uses a PCI
plug-and-play card which provides high quality audio and video while
achieving extremely low processor load. VideoTalk does not require a
sound card or a video capture card, and allows video conferencing over
the Internet with only a 28.8 kbps modem and a 60MHz Pentium-class PC.
The VideoTalk unit includes a NTSC or PAL color video camera, a
special version of the Proficia telephony handset, and both the
VideoTalk and DigiPhone 2.0 software.
Its technical features include:
Multi-point conferencing
High frame rate
Low processor load
Expandable system
CIF, QCIF, and SQCIF formats
Dual NTSC or PAL video input
Echo cancellation
Full duplex audio/video
Outstanding speech quality
H.323 compliant
Open architecture
Firmware upgradeable
Scaleable hardware and software
MIPS-based accelerated video processing
Built-in frame grabber and audio amplifier
The Company has arranged a series of one-to-one demonstrations over
the next two months with a majority of the world's "top ten" PC
manufacturers to demonstrate its VideoTalk Internet videoconferencing
technology. The Company is in negotiations to license VideoTalk to
Original Equipment Manufacturers for inclusion in their 1998
platforms.
On September 22, 1997, the Company completed a private placement (the
"Private Placement") of an aggregate of 800,000 9% Convertible
Debentures ("Debentures") and 40,000 Warrants to purchase Common Stock
exercisable at $5.00 per share and 40,000 Warrants to purchase Common
Stock exercisable at $6.00 per share, for gross proceeds of
approximately $800,000.
In connection with the Private Placement, the Company paid to the
Placement Agent total compensation equal to thirteen percent of the
gross proceeds received by the Company from the sale of the
Debentures. See "Description of Securities-9% Convertible Debentures"
and "Description of Securities-- Warrants."
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SELLING SECURITYHOLDERS
The following table sets forth certain information, as of the date
hereof, with respect to the number of shares of Common Stock
beneficially owned by each of the Selling Securityholders presently
owned or if the Debentures are converted and the warrants are
exercised and as adjusted to give effect to the sale of the Shares
offered hereby. Beneficial ownership of the shares offered hereby by
such Selling Securityholders will depend on the number of shares sold
by each Selling Securityholder in this offering. The Shares are being
registered to permit public secondary trading of the Shares, and the
Selling Securityholders may offer the Shares for resale from time to
time. RBB Bank AG has not had a material relationship with the Company
within the past three years other than as a result of the ownership of
the Shares or other securities of the Company. Meteor Technology, plc
is a UK public company that the Company has an indirect ownership
interest in and has two (2) directors which are common to both
companies. See "Plan of Distribution."
The Shares offered by this Prospectus may be offered from time to time
by the Selling Securityholders named below:
<TABLE>
<CAPTION>
Number of
Common Shares
Owned
Ownership
Prior to Offering(1)(2)
Number of after Offering(1)(2)
--------------------
Common Shares -----------------
Name and Address of Number of Being
Number of
Selling Securityholder Common Percent Offered
Common Percent Shares
Shares
---------------------- --------- ------- -
- -------- --------- -------
<S> <C> <C>
<C> <C> <C>
RBB Bank AG .
Aktiengesellschaft
Burgring 16
8010 Graz
Austria 418,240 19.77%
418,240 0 0%
Meteor Technology Plc
Watson House
54 Baker Street
London, UK
W1M1DJ 81,760 3.86% 81,760
0 0%
- -------
TOTAL. . . . . . . 500,000
- -------
-------
- - ---------------------------
</TABLE>
(1) Percentage of beneficial ownership is calculated assuming
2,115,774 shares of Common Stock were outstanding as of September 26,
1997. Beneficial ownership is determined in accordance with the rules
of the Securities and Exchange Commission and generally includes
voting or investment power with respect to securities. Shares of
Common Stock subject to options or warrants currently exercisable or
convertible, or exercisable or convertible within 60 days of June 30,
1997, are deemed outstanding for computing the percentage of the
person holding such option or warrant but are not deemed outstanding
for computing the percentage of any other person.
(2) RBB Bank AG has represented to the Company that it is not the
beneficial owner and has no dispositive or voting power over the
Debentures and Warrants and therefore the Common Stock into which they
are convertible. The actual number of common shares owned by RBB Bank
AG may vary dependent on the actual price per share of the common
shares at the time of the Debenture conversion.
12
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PLAN OF DISTRIBUTION
The Shares offered by the Selling Securityholders are not being
underwritten. The Company will receive no proceeds from the sale of
the Shares. The Shares offered hereby may be sold by the Selling
Securityholders from time to time in transactions (which may include
block transactions ) in the over-the-counter market, in negotiated
transactions, or a combination of such methods of sale, at fixed
prices that may be changed, at market prices prevailing at the time of
sale, or at negotiated prices. The Selling Securityholders may effect
such transactions by selling the Shares directly to purchasers or
through broker-dealers that may act as agents or principals. Such
broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Securityholders and/or the
purchasers of the Shares for whom such broker-dealers may act as
agents or to whom they sell as principals, or both (which compensation
as to a particular broker-dealer might be in excess of customary
commissions).
Meteor Technology is owned directly and indirectly approximately 73%
by the Company. Further, two of the Company's directors are also
directors of Meteor Technology and the Chairman is the same for both
Companies. Other than the foregoing, there are no material
relationships between any of the Selling Securityholders and the
Company or any of its predecessors or affiliates.
The Selling Securityholders and any broker-dealers that act in
connection with the sale of the Shares as principals may be deemed to
be "underwriters" within the meaning of Section 2(11) of the
Securities Act and any commission received by them and any profit on
the resale of such securities as principals might be deemed to be
underwriting discounts and commissions under the Securities Act. The
Selling Securityholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of
such securities against certain liabilities, including liabilities
arising under the Securities Act. The Company will not receive any
proceeds from the sales of the Shares. Sales of the Shares by the
Selling Securityholders, or even the potential of such sales, would
likely have an adverse effect on the market price of the Company's
outstanding Common Stock.
At the time a particular offer of securities is made by or on behalf
of the Selling Securityholder, to the extent required, a prospectus
will be distributed which will set forth the number of securities
being offered and the terms of the offering, including the name or
names of any underwriters, dealers or agents, if any, the purchase
price paid by any underwriter for securities purchased from the
Selling Securityholder and any discounts, commissions or concessions
allowed or reallowed or paid to dealers.
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.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the Shares may not
simultaneously engage in market making activities with respect to the
securities of the Company for a period of two business days prior to
the commencement of such distribution. In addition and without
limiting the foregoing, each Selling Securityholder will be subject to
applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Rules 10b-6 and
10b-7, which provisions may limit the timing of purchases and sales of
shares of the Shares by the Selling Securityholders.
The Shares were originally issued to the Selling Securityholders
pursuant to an exemption from the registration requirements of the
Securities Act provided by Section 4(2) thereof. The Company agreed
to register the Shares under the Securities Act and to indemnify and
hold such Selling Securityholders harmless against certain liabilities
under the Securities Act that could arise in connection with the sale
by such Selling Securityholders of the Shares. The Company has agreed
to pay all reasonable fees and expenses incident to the preparation
and filing of this Prospectus and the Registration Statement on Form
S-3 of which it is a part.
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DESCRIPTION OF SECURITIES
The authorized capital stock of the Company consists of 50,000,000
shares of Common Stock and 100,000,000 shares of Preferred Stock.
WARRANTS
As of September 26, 1997, there were 80,000 Warrants outstanding.
40,000 Warrants permit the holder to exercise the warrant to purchase
one common share at an exercise price of $5.00 and 40,000 warrants
permit the holder to exercise the warrant and purchase one common
share at an exercise price of $6.00.
COMMON STOCK
As of September 26, 1997, there were 1,615,774 shares of Common Stock
outstanding. In addition, as of September 26, 1997, there were
approximately 400,000 outstanding options to purchase shares of Common
Stock at exercise prices ranging from $2.06 to $4.00 per share. Such
options expire on various dates through September 19, 2007.
The holders of Common Stock are entitled to one vote per share on all
matters to be voted upon by the stockholders. Subject to preferences
that may be applicable to any outstanding Preferred Stock, the holders
of Common Stock are entitled to receive ratably such dividends, if
any, as may be declared from time to time by the Company's Board of
Directors out of funds legally available therefor. In the event of
the liquidation, dissolution or winding up of the Company, the holders
of Common Stock are entitled to share ratably in all assets remaining
after payment of liabilities, subject to prior distribution rights of
Preferred Stock, if any, then outstanding. The Common Stock has no
preemptive or conversion rights or other subscription rights. There
are no redemption or sinking fund provisions applicable to the Common
Stock. All outstanding shares of Common Stock are fully paid and
nonassessable, and the shares of Common Stock to be issued upon
completion of the Offering will be fully paid and nonassessable.
PREFERRED STOCK
As of September 26, 1997, there were 1,345,295 Preferred Shares,
Series J outstanding. That is the only Preferred Stock outstanding.
The Company's Certificate of Incorporation authorizes 100,000,000
shares of Preferred Stock. The Company's Board of Directors has the
authority to issue Preferred Stock in one or more series and to fix
the relative rights, preferences and privileges and restrictions
thereof, including dividend rights, dividend rates, conversion rights,
voting rights, terms of redemption, redemption prices, liquidation
preferences and the number of shares constituting any series or the
designation of such series. The issuance of Preferred Stock may have
the effect of delaying, deferring or preventing a change in control of
the Company without further action by the stockholders of the Company.
The issuance of Preferred Stock with voting and conversion rights may
adversely affect the voting power of the holders of the Common Stock,
including the loss of voting control to others. See "Risk Factors--
Need for Additional Financing; Issuance of Securities by the Operating
Companies; Future Dilution" and "--Antitakeover Effects of Provisions
of the Certificate of Incorporation and Delaware Law."
9% CONVERTIBLE DEBENTURES
The Company has established 800,000 9% Convertible Debentures (the
"Debentures"). As of September 26, 1997, there were outstanding
800,000 Debentures. The following is a brief summary of the terms of
Debentures. A complete description of the terms of the Debentures is
set forth in the Company's Certificate of Designation with respect
thereto.
The Debentures are due September 22, 2000 and shall pay interest at a
rate of 9% per annum accrued and payable on the last fiscal quarter of
the Company with the first six months interest held by the Company and
not due or payable if the Debenture holder converts into Common Stock
prior to the expiration of six months. The Debentures shall be
convertible into the Corporation's Common Stock at a conversion price
at the lesser of :
a) Floating Conversion Price. 65% of the Average closing bid price
of the Common Stock (the "Average Closing Price") as reported by the
NASDAQ SmallCap Market or NASDAQ Electronic Bulletin Board during the
five trading days immediately preceding the date of conversion; or
b) Fixed Conversion Price. $3.00 per common stock.
The Debentures are not convertible until the expiration of the 90th
calendar day from issuance, December 22, 1997. The Debentures have the
standard anti-dilution clauses. The Debentures have no voting rights
until converted into Common Stock. The Debentures are redeemable by
the Company at 150% of their face value.
16
<PAGE>
REGISTRATION RIGHTS
In connection with the Private Placement, the Company has agreed to
use its best efforts to (i) on or prior to September 29, 1997, file
with the Commission a registration statement with respect to the
Common Stock issuable upon conversion of the Debentures and exercise
of the Warrants, and (ii) cause such registration statement to remain
effective until the date the holders of the Debentures and Warrants
have completed the distribution of such securities or until such
earlier time as such shares are no longer, by reason of Rule 144(k)
promulgated under the Securities Act, required to be registered for
the sale thereof by such holders.
In addition to the Debentures and Warrants issued in the Private
Placement, the Company may include in such registration statement up
to an additional 81,760 shares of Common Stock owned by Meteor
Technology Plc, an indirect subsidiary of the Company.
TRANSFER AGENT, AND REGISTRAR
The Transfer Agent and Registrar for the Shares is Stock Transfer
Company of America, Inc. ("STCA"), 2415 Midway, Suite 125, Dallas,
Texas 75006. STCA can be reached at (972) 733-3060.
17
<PAGE>
LEGAL MATTERS
Certain legal matters with respect to the validity of the Shares
offered hereby are being passed upon for the Company by Jeanette
Fitzgerald. Ms. Fitzgerald is a director, vice president, and general
counsel for the Company. She owns 1500 common shares of the Company
and has options to exercise to acquire additional Common Stock of the
Company. Further, she is a director of Meteor Technology Plc but
owns no shares in Meteor Technology.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-K for the year ended April 30,
1997, and for each of the years in the three-year period ended April
30, 1997, have been incorporated by reference herein in reliance upon
the report of Lane, Gorman, and Trubitt, LLP, independent certified
public accountants, and upon the authority of such firm as experts in
accounting and auditing.
18
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No dealer, salesperson or any other person has been authorized to give
any information or to make any representations other than those
contained in this Prospectus, and, if given or made, such information
or representations must not be relied upon as having been authorized
by the Company. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company or that
the information contained herein is correct as of any time subsequent
to the date hereof. This Prospectus does not constitute an offer to
sell or a solicitation for an offer to buy any securities offered
hereby by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such
offer or solicitation is not qualified to do so or to anyone to whom
it is unlawful to make such offer or solicitation.
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TABLE OF CONTENTS
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PAGE
Available Information . . . . . . . . . . . . . . . . . . . . . . .5
Information Incorporated by Reference . . . . . . . . . .5
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. .6
Recent Developments . . . . . . . . . . . . . . . . . . . . . ..11
Selling Securityholders . . . . . . . . . . . . . . . . . . . . ..13
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . . . . 14
Description of Securities . . . . . . . . . . . . . . . . . . . .16
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. .18
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Until , 1997 (25 days after the date of this Prospectus),
all dealers effecting transactions in the registered securities
offered hereby, whether or not participating in this distribution, may
be required to deliver a Prospectus. This is in addition to the
obligation of dealers to deliver a Prospectus when acting as
underwriters and with respect to their unsold allotments or
subscriptions.
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CAMELOT CORPORATION
500,000 SHARES
COMMON STOCK
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PROSPECTUS
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September ____, 1997
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
All expenses incurred in connection with the issuance and distribution
of the securities being registered will be paid by the Registrant.
The following is an itemized statement of these expenses. All amounts
are estimates except the Securities and Exchange Commission
registration fee and the Nasdaq listing fee.
SEC registration fee . . . . . . . . . . . . . . . . . $
531
Nasdaq listing fee . . . . . . . . . . . . . . . . . .
4,000
Printing and Engraving . . . . . . . . . . . . . . . .
1,000
Legal fees and expenses of the Registrant. . . . . . 1,000
Accounting fees and expenses . . . . . . . . . . . . . 1,000
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Total. . . . . . . . . . . . . . . . . . ....$ 7,531
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles and Bylaws of the Company provide for indemnification of
the officers and directors of the Company against reasonable costs
and expenses, including counsel fees, actually and necessarily
incurred by him in connection with any action, suit or proceeding to
which he may be made a party by reason of his being or having been a
director or an officer of the Company, except in relation to any
action suit or proceeding in which he has been adjudged liable because
of negligence , misconduct, or gross negligence for liabilities
arising from their activities as officers and directors. Further, the
bylaws of the Company permit indemnification to the fullest extent
permitted by the laws of Colorado. The Registrant has obtained
liability insurance for its directors and officers.
II-1
<PAGE>
ITEM 16. EXHIBITS
Exhibit No. Description
3.1 (1) Certificate of Incorporation of the Registrant,
as amended to date.
*3.2 Bylaws of the Registrant, as amended to date.
*3.3 Certificate of Designations of Debentures
Convertible Preferred Stock.
*4.2 Specimen Common Stock certificate.
*4.3 Form of Subscription Agreement, by and between
the Registrant and the Selling Securityholders
5.1 Opinion of Jeanette Fitzgerald, Esq.
*10.2 Employment Agreement, between the Registrant and Daniel
Wettreich
*21.1 Subsidiaries of the Registrant.
*23.1 Consent of Lane, Gorman, and Trubitt L.L.P.
*23.2 Consent of Jeanette Fitzgerald, Esq.
(included in the opinion filed as Exhibit 5.1).
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* To be filed by amendment.
<PAGE>
ITEM 17. UNDERTAKINGS
The Registrant hereby undertakes that it will:
1) File, during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement
to:
i) Include any prospectus required by Section 10 (a) (3) of the
Securities Act;
ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in
the Registration Statement. 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
changes in volume and price represent no more than a 20 percent
change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement; and
iii) Include any additional or changed material information on
the plan of distribution.
2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that time
to be the initial bona fide offering.
3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Colorado General Corporation
Law, the Certificate of Incorporation or the Bylaws of the Registrant,
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 Securities 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 hereunder,
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 of whether such indemnification
by it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
The Registrant hereby undertakes that:
1) For determining any liability under the Securities Act,
treat the information omitted from the form of Prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to
Rule 424 (b) (1) or (4) or 497 (h) under the Securities Act shall be
deemed to be part of this Registration Statement as of the time the
commission declared it effective.
2) For determining any liability under the Securities Act,
treat each post-effective amendment that contains a form of prospectus
as a new registration statement for the securities offered in the
registration statement, and that offering of the securities at that
time as the initial bona fide offering of those securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3
and authorized this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Dallas,
State of Texas, on this 27th day of September, 1997.
CAMELOT CORPORATION
By: /s/ Daniel Wettreich
Daniel Wettreich
Chairman and CEO
