<PAGE> 1
As filed with the Securities and Exchange Commission on September 11, 1996
Registration No. 333-___
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------
K-TRON INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
New Jersey 22-1759452
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
</TABLE>
Routes 55 and 553
Pitman, NJ 08071-0888
(609) 589-0500
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Office)
-----------------------------
LEO C. BEEBE
Chairman and Chief Executive Officer
K-Tron International, Inc.
Routes 55 and 553
P.O. Box 888
Pitman, New Jersey 08071-0888
(609) 589-0500
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Agent For Service)
-----------------------
Copies of all communications to:
EDWARD B. CLOUES, II
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
(215) 963-5000
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, 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, 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. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TITLE OF SHARES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value . . . . . . . . . 150,000 shares $8.00 $1,200,000.00 $414.00
==================================================================================================================================
</TABLE>
(1) Based on the average of the reported high and low sales prices of the
Common Stock reported on the Nasdaq National Market on September 9,
1996, estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457(c) under the Securities Act of 1933.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statment relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
PROSPECTUS
SUBJECT TO COMPLETION DATED SEPTEMBER 11, 1996
150,000 Shares
K-TRON INTERNATIONAL, INC.
Common Stock
($.01 Par Value)
-------------------------------
The shares offered hereby (the "Shares") consist of up to
150,000 shares of common stock, $.01 par value per share (the "Common Stock"),
of K-Tron International, Inc., a New Jersey corporation (the "Company"). The
Shares may be offered from time to time by the Selling Shareholder identified
herein. See "Selling Shareholder." The Selling Shareholder offering the
Shares covered by this Prospectus is a director of the Company.
The Company will not receive any part of the proceeds from the
sale of the Shares. All expenses of registration incurred in connection
herewith are being borne by the Selling Shareholder.
The Selling Shareholder has not advised the Company of any
specific plans for the distribution of the Shares covered by this Prospectus,
but it is anticipated that the Shares will be sold from time to time in
negotiated transactions and in transactions (which may include block
transactions) on the Nasdaq National Market of The Nasdaq Stock Market at the
market price then prevailing, although sales may also be made as described
herein under "Plan of Distribution." The Selling Shareholder and the brokers
and dealers through whom sale of the Shares may be made may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended,
and their commissions or discounts and other compensation may be regarded as
underwriters' compensation. See "Plan of Distribution."
THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" COMMENCING ON PAGE 3 OF THIS PROSPECTUS.
The Company's Common Stock is quoted on the Nasdaq National
Market under the symbol "KTII." On September 9, 1996, the last reported sale
price of the Common Stock was $8.00 per share.
-----------------------------
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 PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESEN-
TATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------------------
The date of this Prospectus is September , 1996.
<PAGE> 3
AVAILABLE INFORMATION
This Prospectus constitutes a part of a registration statement on Form
S-3 (herein, together with all exhibits thereto, referred to as the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the securities offered hereby. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. Reference is hereby made to the Registration
Statement and to the exhibits thereto for further information with respect to
the Company and the securities offered hereby. Copies of the Registration
Statement and the exhibits thereto are on file at the offices of the Commission
and may be obtained upon payment of the prescribed fee or may be examined
without charge at the public reference facilities of the Commission described
below.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information can
be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the Commission's regional offices located at Seven World Trade Center, New
York, New York 10048 and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained
in person from the Public Reference Section of the Commission at its principal
office located at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Reports and proxy statements concerning the Company also may be
inspected at the offices of the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents or portions of documents filed by the Company
(File No. 0-9576) with the Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 30, 1995.
(b) The Company's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 30, 1996 and June 29, 1996.
(c) The description of the Company's Common Stock, $.01
par value (the "Common Stock"), which is contained in the Company's
Registration Statement on Form 8-A filed with the Commission under the
Exchange Act, on March 19, 1981, including any amendment or report
filed for the purpose of updating such description.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of the filing of such
reports and documents. Any statement contained in a document, all or a portion
of which is incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained or incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
Upon request, the Company will provide without charge to each person
to whom this Prospectus is delivered a copy of any or all of such documents
which are incorporated herein by reference (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference into
the documents that this Prospectus incorporates). Written or oral requests for
copies should be directed to Robert L. Weinberg, Senior Executive Vice
President and Chief Financial Officer, K-Tron International, Inc., Routes 55
and 553, P.O. Box 888, Pitman, New Jersey 08071-0888, (609) 589-0500.
2
<PAGE> 4
THE COMPANY
Founded in 1964, the Company's principal operating businesses
are conducted by subsidiaries which design, produce, market and sell
gravimetric and volumetric feeders and related equipment for the handling of
bulk solids in a wide variety of manufacturing processes. The Company has
manufacturing facilities in the United States and Switzerland, and its
equipment is sold throughout the world.
The Company's feeders control by weight or volume the rate at
which ingredients are fed into the manufacturing processes of numerous
products, primarily in the plastics, food, chemical, cement, glass and aluminum
industries. In addition, the Company designs, produces and sells electronic
assemblies and controls, and it provides customer and employee training through
its K-Tron Institute.
The Company's principal executive offices are located at
Routes 55 and 553, Pitman, New Jersey 08071, and its telephone number at that
address is (609) 589-0500.
RISK FACTORS
In addition to the other information in this Prospectus,
prospective investors should consider the following risk factors in evaluating
the Company and its business before purchasing any shares offered hereby.
UNCERTAIN SWISS BANKING RELATIONSHIPS
The Company's Swiss manufacturing subsidiary is in violation
of certain equity guarantees contained in its loan agreements with several
Swiss lenders which resulted in a default under such loan agreements. The
subsidiary has entered into a forbearance agreement with its Swiss lenders
under which they have agreed to defer until March 31, 1997 the repayment of
credit lines and the principal payments on fixed loans that become due prior to
that date. The Company and its subsidiary are exploring ways to refinance or
reduce the subsidiary's bank indebtedness in Switzerland or to extend the
forbearance agreement, but the defaults are continuing and have not been waived
and there can be no assurance that the Company will be able to refinance or
reduce its bank indebtedness in Switzerland or to extend the forbearance
agreement or that, if alternative financing is available, it could be obtained
on terms that would be favorable or acceptable to the Company.
HIGH LEVERAGE; LIMITATIONS ASSOCIATED WITH EXISTING DEBT COVENANTS; REFINANCING
RISK
As of June 29, 1996, the principal amount outstanding under
the Swiss loan agreements was $24.2 million and the principal amount
outstanding under the U.S. loan agreements was $5.8 million. The Company's
highly leveraged financial position poses significant risks to the Company,
including the risks that (i) a substantial portion of the cash flow from
operations will be required to pay interest, (ii) the Company's ability to
obtain future financing, for working capital, capital expenditures and other
purposes, may be impeded and (iii) the Company may be more vulnerable to
economic downturns and less able to respond to competitive pressures.
The Company's credit agreements restrict, among other things,
the ability of the Company to incur additional indebtedness, pay dividends,
prepay subordinated indebtedness, create liens, dispose of certain assets,
enter into sale and leaseback transactions, engage in mergers or enter into
transactions with affiliates. These restrictions, in combination with the
Company's high leverage, could limit the Company's ability to respond to
opportunities and to changing market and economic conditions. If the Company
is unable to maintain compliance with the terms of its credit agreements it may
be required to refinance its outstanding debt or obtain additional financing.
There can be no assurance that any such refinancing would be possible or that
any additional financing could be obtained on terms that would be favorable or
acceptable to the Company.
3
<PAGE> 5
CYCLICAL INDUSTRY
The markets for the Company's products are cyclical. During
periods of economic expansion, particularly when capital spending is
increasing, the Company generally benefits from increased demand for its
products. During periods of economic contraction, the Company is generally
adversely affected by declining demand for its products. There can be no
assurance that an increase in demand or an economic recovery will be sustained
in the Company's markets.
INTERNATIONAL SALES; FOREIGN EXCHANGE RISKS
In fiscal 1995 and the six months ended June 29, 1996, 74% and
68%, respectively, of the Company's net sales to unaffiliated customers were
made to customers outside of the United States. The Company expects that
international sales will continue to account for a significant portion of its
net sales in future periods. International sales are subject to fluctuations
in exchange rates, which may have an adverse effect on the Company's business,
operating results and financial condition. Since the results of operations of
the Company's subsidiaries are translated to United States dollars, the
Company's results of operations are affected by fluctuations in exchange rates
among the United States dollar, Swiss franc, German mark and French franc. In
addition, as the Company's subsidiaries sell into other countries, these
transactions are affected by numerous cross exchange rates.
COMPETITION
The Company's products are sold in highly competitive markets
in the United States, Europe and Asia. The Company competes with companies of
varying sizes, including foreign manufacturers and divisions or subsidiaries of
larger companies. Some of these competitors may have financial resources that
are substantially greater than those of the Company. The Company believes that
over the past several years it has experienced increased price competition
because of prevailing economic conditions in the Company's markets.
Competitive pressures or other factors could cause the Company's products to
lose market share or result in significant price erosion which would have an
adverse effect on the Company's results of operations.
DEPENDENCE ON SUPPLIERS
Each product produced by the Company requires the supply of
components specially engineered to meet the Company's requirements. Supply of
these components can be affected by numerous factors beyond the control of the
Company. While certain of the Company's components are obtained from a single
or limited number of sources, the Company has potential alternate suppliers for
most of the specialty components used in its assembly operations. There can be
no assurance, however, that the Company will not experience shortages or be
forced to seek alternative sources of supply which may increase costs or
adversely affect the Company's ability to fulfill orders.
DEPENDENCE ON KEY PERSONNEL
The Company is dependent upon the continued services of
certain key officers and management and operating personnel. The loss of key
personnel could have a material adverse effect on the Company. The Company
does not maintain "key man" insurance for any of its officers. The Company's
continued success also depends on its ability to attract and retain a skilled
labor force. There can be no assurance that the Company will be successful in
attracting and retaining the personnel it requires to develop, manufacture and
market its products or expand its operations.
CERTAIN ANTI-TAKEOVER PROVISIONS
The ability of the Board of Directors of the Company to issue
shares of preferred stock without shareholder approval and a shareholder rights
plan adopted by the Company may, alone or in combination, have certain
anti-takeover effects, including inhibiting a change in control of the Company
under circumstances that could give the shareholders the opportunity to realize
a premium over the then-prevailing market prices.
4
<PAGE> 6
DIVIDEND POLICY
The Company is not currently paying any cash dividends on its
Common Stock and does not intend to do so for the foreseeable future.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the
Shares by the Selling Shareholder.
SELLING SHAREHOLDER
All of the Shares are being sold by Johannes Wirth (the
"Selling Shareholder"), who will receive all of the proceeds from the sale of
the Shares. The Selling Shareholder is, and at all times since May 1978 has
been, a director of the Company. The Selling Shareholder's term as a director
continues until the 1999 annual meeting of shareholders.
The Shares are being registered to permit public secondary
trading of the Shares, and the Selling Shareholder may offer the Shares for
resale from time to time. See "Plan of Distribution." In recognition of the
fact that the Selling Shareholder may wish to be legally permitted to sell his
Shares when he deems appropriate, the Company has filed with the Commission,
under the Securities Act, a Registration Statement on Form S-3, of which this
Prospectus forms a part, with respect to the resale of the Shares from time to
time on the Nasdaq National Market of The Nasdaq Stock Market or in
privately-negotiated transactions and has agreed to prepare and file such
amendments and supplements to the Registration Statement as may be necessary to
keep the Registration Statement effective until the Shares are no longer
required to be registered for the sale thereof by the Selling Shareholder.
From April 1991 through December 1995, the Selling Shareholder
was retained as a consultant by the Company. Under this arrangement, he
provided technical assistance and advice on such matters as were referred to
him by the chief executive officer of the Company. From April 1991 through
February 28, 1995, Mr. Wirth devoted approximately 1,000 hours per year to such
work and was paid an annual consulting fee of 100,000 Swiss francs ("Sfr.")
plus Sfr. 10,000 for travel expenses. Effective March 1, 1995, Mr. Wirth's
annual consulting fee was reduced to Sfr. 50,000 plus Sfr. 5,000 for travel
expenses, with a commensurate reduction in his hourly consulting commitment to
approximately 500 hours per year, and at the end of 1995, Mr. Wirth's
consulting arrangement with the Company terminated. During 1995, Mr. Wirth
received a consulting fee for these services of Sfr. 58,355 plus Sfr. 5,834 for
travel expenses (an aggregate of $54,415 at an exchange rate of $.848 per Sfr.,
which was the average $/Sfr. exchange rate for 1995). Mr. Wirth may continue
to provide consulting services to the Company in 1996 if requested by the chief
executive officer of the Company's Swiss subsidiary.
The following table sets forth certain information with
respect to the Common Stock beneficially owned by the Selling Shareholder as of
the date of this Prospectus.
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
of Common Stock of Common Stock
Prior to the Offering After Offering(1)
-------------------------------- Number of Shares to ----------------------------------
Number Percent of be Sold Under this Number Percent of
Name of Shares Class Prospectus of Shares Class
---- --------- ----- ---------- --------- ----------
<S> <C> <C> <C> <C> <C>
Johannes Wirth 247,400 7.9 150,000 97,400 3.1
</TABLE>
- ------------------------------
(1) Assumes the sale of all of the Shares offered hereby.
5
<PAGE> 7
PLAN OF DISTRIBUTION
The Shares offered hereby by the Selling Shareholder may be
sold from time to time by the Selling Shareholder, or by pledgees, donees,
transferees or other successors in interest. Such sales may be made on one or
more exchanges or in the over-the-counter market (including the Nasdaq National
Market of The Nasdaq Stock Market), or otherwise at prices and at terms then
prevailing or at prices related to the then-current market price, or in
negotiated transactions. The Shares may be sold by one or more of the
following methods, without limitation: (a) a block trade in which the
broker-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; (c) ordinary
brokerage transactions and transactions in which the broker solicits
purchasers; (d) an exchange distribution in accordance with the rules of such
exchange; and (e) face-to-face transactions between the Selling Shareholder and
purchasers without a broker-dealer. In effecting sales, brokers or dealers
engaged by the Selling Shareholder may arrange for other brokers or dealers to
participate. Such brokers or dealers may receive commissions or discounts from
the Selling Shareholder in amounts to be negotiated immediately prior to the
sale. Such brokers or dealers and any other participating brokers or dealers
may be deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales. In addition, any securities covered by this
Prospectus that qualify for sale pursuant to Rule 144 might be sold under Rule
144 rather than pursuant to this Prospectus.
Upon the Company being notified by the Selling Shareholder
that any material arrangement has been entered into with a broker or dealer for
the sale of Shares through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer, a
supplemented Prospectus will be filed, if required, pursuant to Rule 424(c)
under the Securities Act, disclosing (a) the name of each such broker-dealer,
(b) the number of Shares involved, (c) the price at which such Shares were
sold, (d) the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable, (e) that such broker-dealer(s) did not
conduct any investigation to verify the information set out or incorporated by
reference in this Prospectus, as supplemented, and (f) other facts material to
the transaction.
The Selling Shareholder is bearing all costs relating to the
registration of the Shares, including any commissions or other fees payable to
broker-dealers in connection with any sale of the Shares.
The Company and the Selling Shareholder have entered into an
agreement whereby the Selling Shareholder has advised the Company that during
such times as the Selling Shareholder may be deemed to be engaged in a
distribution of the Common Stock, and therefore an "underwriter" under the
Securities Act, he will comply with Rules 10b-2, 10b-6 and 10b-7 under the
Exchange Act and therefore will, among other things:
(a) not engage in any stabilization activities in
connection with the Company's securities;
(b) furnish each broker-dealer through which
Shares may be offered such copies of this Prospectus, as amended from
time to time, as may be required by such broker-dealer; and
(c) not bid for or purchase any securities of the
Company or attempt to induce any person to purchase any securities of
the Company other than as permitted under the Exchange Act.
The Company has agreed to indemnify the Selling Shareholder
and may indemnify certain persons who may be deemed to be "underwriters", in
certain circumstances, against certain liabilities, including liabilities
arising under the Securities Act. The Selling Shareholder has agreed to
indemnify the Company and its directors, officers and agents, and may indemnify
certain "underwriters" that participate in transactions involving the sale of
the Shares against certain liabilities, including liabilities arising under the
Securities Act.
LEGAL OPINION
The validity of the Shares offered hereby will be passed upon
for the Company by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania.
Edward B. Cloues, II, a director of the Company, is a partner of Morgan, Lewis
& Bockius LLP.
6
<PAGE> 8
EXPERTS
The consolidated financial statements of the Registrant and its
subsidiaries as of December 30, 1995 and for the years ended December 30, 1995,
December 31, 1994 and January 1, 1994, each included in the Registrant's Report
on Form 10-K for the fiscal year ended December 30, 1995, have been
incorporated by reference in this registration statement in reliance, with
respect to the consolidated financial statements for the fiscal years ended
December 30, 1995 and December 31, 1994, upon the report of Arthur Andersen
LLP, independent public accountants, and with respect to the consolidated
financial statements for the fiscal year ended January 1, 1994, upon the report
of Deloitte & Touche LLP, independent auditors, all incorporated by reference
herein, and upon the authority of each such firm as experts in accounting and
auditing.
7
<PAGE> 9
<TABLE>
<S> <C>
========================================================= ======================================================
No dealer, salesperson or other person has 150,000 Shares
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 K-TRON INTERNATIONAL, INC.
upon as having been authorized by the Company or
the Selling Shareholder or by any other person.
This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy a
security 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 securities offered hereby to any person in any COMMON STOCK
jurisdiction in which such offer or solicitation
would be unlawful. Neither the delivery of this
Prospectus nor any offer or sale made hereunder
shall, under any circumstances, create any
implication that there has been no change in the
affairs of the Company or that information
contained herein is correct as of any time
subsequent to the date hereof.
--------------- ---------------
PROSPECTUS
---------------
TABLE OF CONTENTS
Page
----
Available Information . . . . . . . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . 3 September , 1996
Risk Factors . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . 5
Selling Shareholder . . . . . . . . . . . . . . 5
Plan of Distribution . . . . . . . . . . . . . 6
Legal Opinion . . . . . . . . . . . . . . . . . 6
Experts . . . . . . . . . . . . . . . . . . . . 7
========================================================= ======================================================
</TABLE>
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
----------
Item 14. Other Expenses of Issuance and Distribution. +
The following table shows the estimated expenses of the
issuance and distribution of the securities offered hereby:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee . . . . . . . . . . . . . . .$ 414
Accounting service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,500
Legal fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,500
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 586
------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14,000
-------
</TABLE>
- ------------------------------------
+ All of these expenses will be borne by the Selling Shareholder.
Item 15. Indemnification of Directors and Officers.
The New Jersey Business Corporation Act, as amended (the
"NJBCA") permits New Jersey corporations to indemnify directors, officers and
other corporate agents acting in their official capacities on behalf of the
corporation against any liability incurred in connection with any proceeding in
which the indemnified representative may be involved as a party or otherwise,
by reason of the fact that such person is or was serving in an indemnified
capacity. Under the NJBCA, such persons may be indemnified against expenses
and monetary liabilities in the case of third party actions involving the
corporate agent, and expenses but not other liabilities in the case of
derivative actions, in either case only upon the determination that the
corporate agent acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation.
The Company's By-laws generally provide for the mandatory
indemnification of directors, officers and other corporate agents to the
fullest extent expressly permitted by the NJBCA, including without limitation
liabilities resulting from actual or alleged breach or neglect of duty, error,
misstatement or misleading statement, negligence, gross negligence or act
giving rise to strict or products liability, except to the extent that any such
indemnification against a particular liability is expressly prohibited by
applicable law or where a judgment or other final adjudication adverse to the
indemnified representative established that his or her acts or omissions (i)
were in breach of such person's duty of loyalty to the Company or its
shareholders, (ii) were not in good faith or involved a knowing violation of
law or (iii) resulted in receipt by such person of an improper personal
benefit.
Contractual rights of indemnification, substantially the same
as the rights provided by the Company's By-laws, are provided by various
indemnification agreements entered into by the Company with its directors and
certain officers.
II-1
<PAGE> 11
Item 16. Exhibits.
The following is a list of exhibits filed as part of this
Registration Statement.
<TABLE>
<CAPTION>
Exhibit
Number Document
- ------ --------
<S> <C>
5.1 Opinion of Morgan, Lewis & Bockius LLP
10.1 Form of Selling Shareholder Agreement
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)
24 Powers of Attorney (included on signature pages to this Registration Statement)
</TABLE>
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(a) 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
this registration statement; and
(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 the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.
(b) 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 relative to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a
post-effective amendment any of the securities being registered hereby which
remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for the
purpose 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 Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the
II-2
<PAGE> 12
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 13
SIGNATURES AND POWER OF ATTORNEY
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
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Pitman, New Jersey, on the 10th day of September, 1996.
K-TRON INTERNATIONAL, INC.
By: /s/ Leo C. Beebe
----------------------------------
LEO C. BEEBE
Chairman and Chief Executive Office
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Leo C. Beebe and Edward B. Cloues, II
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Leo C. Beebe Chief Executive Officer (principal September 10, 1996
--------------------------- executive officer) and Chairman of the
Leo C. Beebe Board of Directors
/s/ Robert L. Weinberg Senior Executive Vice President, Chief September 10, 1996
--------------------------- Financial Officer and Treasurer
Robert L. Weinberg (principal financial officer)
/s/ Alan R. Sukoneck Vice President and Controller (principal September 10, 1996
--------------------------- accounting officer)
Alan R. Sukoneck
/s/ Edward B. Cloues, II Director September 10, 1996
---------------------------
Edward B. Cloues, II
/s/ Norman Cohen Director September 10, 1996
---------------------------
Norman Cohen
</TABLE>
II-4
<PAGE> 14
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Richard J. Pinola Director September 10, 1996
-------------------------------
Richard J. Pinola
Director
-------------------------------
Hans-Jurg Schurmann
Director
-------------------------------
Jean Head Sisco
Director
-------------------------------
Johannes Wirth
</TABLE>
II-5
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Document
- ------ --------
<S> <C>
5.1 Opinion of Morgan, Lewis & Bockius LLP
10.1 Form of Selling Shareholder Agreement
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)
24 Powers of Attorney (included on signature pages to this Registration Statement)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
September 11, 1996
K-Tron International, Inc.
Routes 55 and 553
Pitman, New Jersey 08071-0888
Re: K-Tron International, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to K-Tron International, Inc., a New Jersey
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-3 (the "Registration Statement") filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), relating to the public offering of up to 150,000 shares,
par value $0.01 per share, of the Common Stock (the "Common Stock") of the
Company. In this connection, we have reviewed the Registration Statement and
such corporate documents and records, certificates, opinions and other
instruments as we have deemed necessary for the opinions given herein.
Based upon the foregoing, it is our opinion that the shares of Common Stock to
be sold by the Selling Shareholder as described in the Registration Statement
were validly issued by the Company as a matter of New Jersey law and are fully
paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement. In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
The opinion expressed herein is solely for your benefit and may be relied upon
only by you.
Very truly yours,
Morgan, Lewis & Bockius LLP
<PAGE> 1
EXHIBIT 10.1
K-TRON INTERNATIONAL, INC.
SELLING SHAREHOLDER AGREEMENT
This Selling Shareholder Agreement (the "Agreement") is made and
entered into between K-Tron International, Inc., a New Jersey corporation (the
"Company"), and Johannes Wirth (the "Selling Shareholder").
WHEREAS, the Selling Shareholder wishes to have the Company register
150,000 shares of the Common Stock, $.01 par value per share, of the Company
(the "Common Stock") beneficially owned by him so that he may sell such shares
from time to time;
WHEREAS, the Company has indicated that it is willing to prepare and
cause to be filed with the Securities and Exchange Commission a registration
statement on Form S-3 with respect to such shares (the "Registration
Statement") provided that it receives certain undertakings from the Selling
Shareholder; and
WHEREAS, in connection with the filing of the Registration Statement,
the Company needs to obtain certain information from the Selling Shareholder,
and the parties desire to enter into other agreements as set forth herein;
NOW, THEREFORE, in consideration of, and reliance upon, the respective
representations, warranties and agreements herein contained, and intending to
be legally bound, it is hereby agreed as follows:
1. Information With Respect to the Selling Shareholder.
The Selling Shareholder hereby represents and warrants to the
Company that the following information is correct:
(a) Address and Telephone Number:
SONNENBERGSTRASSE 55
CH-8032 ZURICH
SWITZERLAND
011-41-1-251-1510
(b) Number of Shares of Common Stock owned
beneficially(*/) by the Selling Shareholder:
247,400
- ----------------------------------
*/See Schedule I attached hereto for certain definitions.
<PAGE> 2
(c) Number of Shares of Common Stock to be registered for
the account of the Selling Shareholder:
150,000
(d) There are no present arrangements with respect to the
disposition of the shares of Common Stock to be registered for the Selling
Shareholder's account.
2. Representations of Selling Shareholder. The Selling
Shareholder hereby represents and warrants to and agrees with the Company that:
(a) All information specifically with respect to the
Selling Shareholder furnished to the Company by or on behalf of the Selling
Shareholder for use in connection with the preparation of the Registration
Statement (including information incorporated by reference in the Registration
Statement from each report filed under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) shall be true and correct in all material
respects and shall not omit any material fact necessary to make such
information not misleading.
(b) The Selling Shareholder will review carefully the
Registration Statement and each amendment thereto upon receipt thereof from the
Company and will promptly advise the Company in writing if:
(i) the name and address of the Selling
Shareholder (if required to be disclosed) is not properly set
forth in each prospectus (the "Prospectus") contained in the
Registration Statement at the time it becomes effective or in
the form first filed on behalf of the Company pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the
"Securities Act");
(ii) in addition to the matters disclosed in the
Prospectus, the Selling Shareholder has, or has had within the
past three years, a material relationship(**/) with the
Company or with any of its officers or directors;
(iii) the Selling Shareholder knows of any reason
why he cannot represent that (A) all information furnished to
the Company by or on behalf of the Selling Shareholder
specifically with respect to the Selling Shareholder for use
in connection with the Registration Statement or the
Prospectus (including information incorporated by reference
therein) is true and correct in all material respects; (B) the
Selling Shareholder is not aware of any misstatement of any
material fact necessary in order to make the statements in the
Registration Statement or the Prospectus not misleading; and
(C) the Selling Shareholder has
- ----------------------------------
**/See Schedule I attached hereto for certain definitions.
-2-
<PAGE> 3
no knowledge of any material adverse information with regard
to the current or prospective operations of the Company which
is not disclosed in the Registration Statement or the
Prospectus;
(iv) the Selling Shareholder knows of any
arrangements made or to be made by any person, or of any
transaction already effected, (A) to limit or restrict the
sale of the shares of the Common Stock during the period of
the public distribution or (B) to stabilize the market for the
Common Stock; or
(v) the Selling Shareholder has entered into any
material arrangement with a broker-dealer for the sale of
shares of Common Stock through a cross or block trade, special
offering, exchange distribution or secondary distribution or a
purchase by a broker-dealer.
(c) The Selling Shareholder has received a copy of the
Registration Statement No. 333-___________ as filed with the Securities and
Exchange Commission on ___________, 1996. Except as described below, the
Selling Shareholder does not have knowledge of any material information with
regard to the current or prospective operations of the Company or its
subsidiaries or any material relationship with the Company or any of its
officers or directors which is not disclosed in such Registration Statement.
(d) The Selling Shareholder has not distributed and will
not distribute any prospectus or other offering material in connection with the
offering and sale of the Common Stock other than the Prospectus or other
material permitted by the Securities Act.
(e) During such times as the Selling Shareholder may be
deemed to be engaged in a distribution of the Common Stock and therefore an
"underwriter" under the Securities Act, the Selling Shareholder will comply
with Rules 10b-2, 10b-6 and 10b-7 under the Exchange Act, and therefore will,
among other things:
(i) not engage in any stabilization activities in
connection with the Common Stock;
(ii) furnish each broker-dealer through which
shares of Common Stock may be offered, such copies of the
Prospectus, as amended from time to time, as may be required
by such broker-dealer; and
(iii) not bid for or purchase any securities of the
Company or attempt to induce any person to purchase any
securities of the Company other than as permitted under the
Exchange Act.
(f) All expenses incurred in connection with the
preparation of the Registration Statement, including all registration, filing
and qualification fees, legal fees for
-3-
<PAGE> 4
counsel to the Company (including fees and expenses incurred in connection with
the preparation of this Agreement), accounting fees and any commissions or
other fees payable to broker-dealers in connection with any sale of shares of
Common Stock shall be borne by the Selling Shareholder.
(g) To assist the Company in qualifying the Common Stock
for sale under applicable state securities laws, the Selling Shareholder will
advise the Company of each jurisdiction in which he intends to sell any or all
of the shares of Common Stock registered for his account.
3. Representations of the Company. The Company hereby represents
and warrants to and agrees with the Selling Shareholder that the Company shall
furnish to the Selling Shareholder, at the request of the Selling Shareholder,
such reasonable number of copies of each Prospectus in conformity with the
Securities Act, and such other documents as are normally requested by selling
shareholders, to facilitate the public offering of the shares of Common Stock
registered on behalf of the Selling Shareholder by the Registration Statement.
4. Indemnification and Contribution. (a) The Company shall
indemnify and hold harmless the Selling Shareholder and each person, if any,
who may be deemed to be an "Underwriter" within the meaning of the Securities
Act (an "Underwriter") from and against any loss, claim, damage or liability,
joint or several, and any action in respect thereof, to which the Selling
Shareholder or any such Underwriter may become subject, under the Securities
Act or otherwise, insofar as such loss, claim, damage, liability or action
arises out of, or is based upon, any untrue statement or alleged untrue
statement of a material fact contained in any Prospectus or the Registration
Statement as amended or supplemented (including information incorporated by
reference therein), or in any other application or document executed by the
Company specifically for the purpose or based upon written information
furnished by the Company filed in any state or other jurisdiction in order to
qualify any or all of the Common Stock under the securities laws thereof (any
such application, document or information being hereinafter referred to as a
"Blue Sky Application"), or arises out of, or is based upon, the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and shall reimburse
the Selling Shareholder or such Underwriter and any such Underwriter for any
legal and other expenses reasonably incurred by the Selling Shareholder in
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action upon receipt of vouchers or statements fairly
evidencing such expenses; provided, that the Company shall not be liable in any
such case to the extent that any such loss, claim, damage, liability or action
arises out of, or is based upon, any untrue statement or alleged untrue
statement or omission or alleged omission made in any Prospectus or any
amendment or supplement thereto (including information incorporated by
reference therein) or in any Blue Sky Application in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
the Selling Shareholder or any Underwriter specifically for inclusion therein.
The foregoing indemnity agreement is in addition to any liability which the
Company may otherwise have to the Selling Shareholder or any Underwriter.
-4-
<PAGE> 5
(b) The Selling Shareholder and each Underwriter, if any,
shall indemnify and hold harmless the Company, each of its directors, each of
its officers who signed the Registration Statement, and any person who controls
the Company within the meaning of the Securities Act, from and against any
loss, claim, damage or liability, or any action in respect thereof to which the
Company or any such director, officer or controlling person may become subject,
under the Securities Act or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, any untrue statement or
alleged untrue statement of a material fact contained in any Prospectus or the
Registration Statement as amended or supplemented (including information
incorporated by reference therein), or in any Blue Sky Application, or arises
out of, or is based upon, the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, but in each case only to the extent that the untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information furnished to the
Company by or on behalf of the Selling Shareholder or any Underwriter
specifically for inclusion therein, and shall reimburse the Company for any
legal and other expenses reasonably incurred by the Company or any such
director, officer or controlling person in investigating or defending or
preparing to defend against any such loss, claim, damage, liability or action
upon receipt of vouchers or statements fairly evidencing such expenses. The
foregoing indemnity agreement is in addition to any liability which the Selling
Shareholder or any Underwriter may otherwise have to the Company, or any of its
directors, officers or controlling persons.
(c) Promptly after receipt by an indemnified party under
this Section 4 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party under this Section 4, notify the indemnifying party in
writing of the claim or the commencement of that action. The failure to so
notify the indemnifying party shall relieve the indemnifying party of liability
under this Section 4 to the extent the indemnifying party is materially
prejudiced or otherwise forfeits substantive rights or defenses by reason of
such failure, provided that the failure to notify the indemnifying party shall
not relieve it from any liability which it may have to an indemnified party
otherwise than under this Section 4. If any such claim or action shall be
brought against an indemnified party, and it shall notify the indemnifying
party thereof, the indemnifying party shall be entitled to participate therein,
and, to the extent that it wishes, jointly with any other similarly notified
indemnifying party, to assume the defense thereof with counsel satisfactory to
the indemnified party. After notice from the indemnifying party to the
indemnified party of its election to assume the defense of such claim or
action, the indemnifying party shall not be liable to the indemnified party
under this Section 4 for any legal or other expenses subsequently incurred by
the indemnified party in connection with the defense thereof other than
reasonable costs of investigation, unless the named parties to any such action
(including any impleaded parties) include an indemnified and an indemnifying
party and the indemnified party has been advised in writing by separate counsel
that there may be one or more legal defenses available to such indemnified
party which are different from or additional to those available to the
indemnifying party, in which case the indemnifying party shall not have the
right to assume the defense of such action or proceeding on behalf of the
indemnified party, and the indemnifying party shall pay as
-5-
<PAGE> 6
incurred the fees and expenses of the counsel retained by the indemnified
party. It is understood, however, that the indemnifying party shall not, in
connection with any one such claim or action, or separate but substantially
similar or related claims or actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the reasonable
fees and expenses of more than one such separate firm of attorneys for all the
indemnified parties and their respective controlling persons, which firm shall
be designated in writing by the indemnified parties. An indemnifying party
shall not be obligated to reimburse an indemnified party hereunder for any
amount paid to effect settlement of any action or claim unless such settlement
shall have been consented to in writing by the indemnifying party or unless
such settlement includes an unconditional release of such indemnified party
from all liability on claims that are the subject matter of such proceeding,
but if settled with such consent or if there be a final judgment for the
plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or
judgment.
(d) If the indemnification provided for in this Section 4
shall for any reason be unavailable to an indemnified party under Section 4(a)
or 4(b) in respect of any loss, claim, damage or liability, or any action in
respect thereof, referred to therein, then each indemnifying party shall, in
lieu of indemnifying such indemnified party, contribute to the amount paid or
payable by such indemnified party as a result of such loss, claim, damage or
liability, or action in respect thereof, (i) in such proportion as shall be
appropriate to reflect the relative benefits received by the Company on the one
hand and the Selling Shareholder or any Underwriter on the other from the
offering of the Common Stock or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company on the one hand and the Selling
Shareholder or any Underwriter on the other with respect to the statements or
omissions which resulted in such loss, claim, damage or liability, or action in
respect thereof, as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the Selling
Shareholder or any Underwriter on the other with respect to such offering shall
be deemed to be in the same proportion as the total net proceeds from the
offering of the Common Stock (before deducting expenses) received by each party
bear to the total proceeds. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by the Company or the Selling
Shareholder or any Underwriter, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Selling Shareholder or any
Underwriter agree that it would not be just and equitable if contributions
pursuant to this Section were to be determined by pro rata allocation or by any
other method of allocation which does not take into account the equitable
considerations referred to herein. The amount paid or payable by an
indemnified party as a result of the loss, claim, damage or liability, or
action in respect thereof referred to above in this Section shall be deemed to
include, for purposes of this Section, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any such action or claim. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be
-6-
<PAGE> 7
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. Each party entitled to contribution agrees that upon the
service of a summons or other initial legal process upon it in any action
instituted against it in respect to which contribution may be sought, it shall
promptly give written notice of such service to the party or parties from whom
contribution may be sought. The failure to so notify such party or parties
shall relieve the party from whom contribution may be sought under this Section
4 to the extent that the party from whom contribution is sought is materially
prejudiced or otherwise forfeits substantive rights or defenses by reason of
such omission, but the failure to so notify such party or parties of any such
service shall not relieve the party from whom contribution may be sought for
any obligation it may have otherwise than under this Section.
(e) The Selling Shareholder confirms that the statements
with respect to the public offering of the Common Stock set forth under the
caption "Selling Shareholder" in the Prospectus, and the statements with
respect to the Selling Shareholder contained in any Exchange Act report
incorporated by reference therein, are correct and constitute the written
information furnished by or on behalf of the Selling Shareholder referred to in
Sections 4(a) and 4(b) hereof.
(f) The indemnity and contribution agreements contained
in this Section and the representations, warranties and agreements of the
Selling Shareholder in Sections 1 and 2 shall survive the sale of the Common
Stock registered by the Registration Statement and shall remain in full force
and effect, regardless of any termination or cancellation of this Agreement or
any investigation made by or on behalf of any indemnified party.
5. Notices. All notices and other communications required or
permitted under this Agreement shall be made in writing and shall be mailed by
registered or certified mail, postage prepaid, or otherwise delivered by hand
or by messenger, addressed (a) if to the Selling Shareholder, at the address
listed in Section 1(a) above, or at such other address as the Selling
Shareholder shall have furnished to the Company, or (b) if to the Company, at
its executive offices at Routes 55 and 553, P.O. Box 888, Pitman, New Jersey
08071 and addressed to the attention of Robert L. Weinberg, Senior Executive
Vice President and Chief Financial Officer, or at such other address as the
Company shall have furnished to the Selling Shareholder.
6. New Jersey Law to Govern. This Agreement shall be governed by
and interpreted and enforced in accordance with the laws of the State of New
Jersey.
-7-
<PAGE> 8
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the dates written below and it shall be effective when signed by
both parties.
K-TRON INTERNATIONAL, INC.
Date: By:
---------------------------------------
Leo C. Beebe
Chairman and Chief Executive Officer
SELLING SHAREHOLDER
Date: By:
---------------------------------------
Johannes Wirth
-8-
<PAGE> 9
Schedule I
CERTAIN DEFINITIONS
"Beneficially," when used in connection with the ownership of
securities, means (a) any interest in a security which entitles a party to any
of the rights or benefits of ownership even though such party may not be the
owner of record or (b) securities owned by such party directly or indirectly,
including those held by him for his own benefit (regardless of how registered)
and securities held by others for his benefit (regardless of how registered),
such as by custodians, brokers, nominees, pledgees, etc., and including
securities held by an estate or trust in which such party has an interest as
legatee or beneficiary, securities owned by a partnership of which such party
is a partner, securities held by a personal holding company of which such party
is a shareholder, etc., and securities held in the name of such party's spouse,
minor children and any relative sharing the same home. A "beneficial owner" of
a security includes any person who, directly or indirectly, through any
contract, arrangement, understanding, relationship or otherwise, has or shares:
(1) voting power which includes the power to
vote, or to direct the voting of, such security; and/or
(2) investment power which includes the power to
dispose, or to direct the disposition, of such security.
"Material Relationship" should be understood in its broadest
sense. Generally, the term "material relationship" should be deemed to include
any relationship which tends to prevent arms-length bargaining in dealings with
a company, whether arising from a close business connection or family
relationship, a relationship of control or otherwise. For example, a party
would be deemed to have such a relationship with any organization of which he
is an officer, director, trustee or partner or in which he owns, directly or
indirectly, 10% or more of the outstanding voting stock, or in which he has
some other substantial interest, and with any person or organization with whom
he has, or with whom any relative or spouse (or any other person or
organization as to which he has any of the foregoing other relationships) has,
a contractual relationship.
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To K-Tron International, Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-3 of our reports
dated February 28, 1996 included in K-Tron International, Inc.'s Form 10-K
for the year ended December 30, 1995 and December 31, 1994 and to all
references to our Firm included in this registration statement.
Arthur Andersen LLP
Philadelphia, PA
September 10, 1996
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
K-Tron International, Inc. and subsidiaries on Form S-3 of our reports dated
March 11, 1994, appearing in and incorporated by reference in the Annual
Report on Form 10-K of K-Tron International, Inc. and subsidiaries for the year
ended December 30, 1995, and to the reference to us under the heading "Experts"
in the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
September 10, 1996
