<PAGE> 1
As filed with the Securities and Exchange Commission on May 3, 1996
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
----------------------
METATEC CORPORATION
(Exact name of Registrant as specified in its charter)
FLORIDA 59-1698890
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
7001 METATEC BOULEVARD
DUBLIN, OHIO 43017
(614) 761-2000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
JEFFREY M. WILKINS, CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
7001 METATEC BOULEVARD
DUBLIN, OHIO 43017
(614) 761-2000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
COPIES TO:
GARY A. WADMAN, ESQ.
BAKER & HOSTETLER
65 EAST STATE STREET, SUITE 2100
COLUMBUS, OHIO 43215
(614) 228-1541
----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: At such time or
times after the effective date of this Registration Statement as the Selling
Shareholder may determine.
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]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price per offering registration
to be registered registered share(1) price(1) fee
===========================================================================================================
<S> <C> <C> <C> <C>
Common Shares, $.10 par value 600,000 $12.25 $7,350,000 $2,534.49
===========================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 (c) under the Securities Act of 1933, as amended,
on the basis of the average of the high and low sale prices of the
Registrant's Common Shares on the Nasdaq National Market system on April
30, 1996.
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 statement 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.
SUBJECT TO COMPLETION, DATED MAY 3, 1996
PROSPECTUS
- -------------------------------------------------------------------------------
METATEC CORPORATION
600,000 Common Shares
- -------------------------------------------------------------------------------
This Prospectus relates to 600,000 common shares, $0.10 par value (the
"Shares"), of Metatec Corporation, a Florida corporation (the "Company"), which
may be offered for sale from time to time for the account of the selling
shareholder named herein (the "Selling Shareholder"). The Common Shares of the
Company are quoted on the Nasdaq National Market system under the symbol
"META." On May 1, 1996, the last reported sale price of the Common Shares, as
reported on the Nasdaq National Market system, was $11.875 per share.
The Selling Shareholder or his personal representatives, pledgees,
donees, tranferees, or other successors in interest to such Selling Shareholder
may sell all or a portion of the Shares registered for sale hereunder from time
to time in transactions effected on the Nasdaq National Market system, on any
exchange on which the Common Shares may then be listed, in the over-the-counter
market, in one or more private transactions, or a combination of such methods.
Such transactions may be effected by the Selling Shareholder or his successors
in interest at prices and on terms then prevailing, at prices related to such
prices, or at negotiated prices and terms. The Selling Shareholder and any
brokers and dealers through whom sales of the Shares are made may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), and the commissions and discounts and other
compensation paid to such persons may be regarded as underwriters' compensation
(which compensation may be in excess of customary commissions). See "Plan of
Distribution."
The Company will not receive any of the proceeds from the sale of the
Shares. The Company will bear the costs relating to the registration of the
Shares under the Securities Act, which are estimated to be approximately
$12,534.49, pursuant to a pre-existing agreement.
_________________________________
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.
SEE "INVESTMENT CONSIDERATIONS" FOR DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
_________________________________
The date of this Prospectus is May __, 1996.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . 1
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE . . . . . . . 1
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
INVESTMENT CONSIDERATIONS . . . . . . . . . . . . . . . . . . . 3
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . 5
SELLING SHAREHOLDER . . . . . . . . . . . . . . . . . . . . . . 5
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . 6
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . 7
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
</TABLE>
<PAGE> 4
AVAILABLE INFORMATION
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
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and at the following Regional Offices of the
Commission; New York Regional Office, 7 World Trade Center, Suite 1300, New
York, New York 10007; and Chicago Regional Office, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained
at prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549.
This Prospectus constitutes a part of a Registration Statement on Form S-3
filed by the Company with the Commission under the Securities Act with respect
to the securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information pertaining to the Company and the securities offered
hereby, reference is hereby made to the Registration Statement, including the
exhibits and the financial statement schedules filed therewith or incorporated
by reference therein. Statements contained herein or incorporated by reference
therein concerning the provisions of any documents filed as an exhibit to the
Registration Statement are not necessarily complete and, in each instance,
reference is made to the copy of such document filed or incorporated by
reference therein as an exhibit to the Registration Statement. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission under the
Exchange Act are incorporated by reference into this Prospectus:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(2) The Company's Current Report on Form 8-K filed with the Commission on
April 18, 1996; and
(3) The description of the Common Shares which is contained in the
Company's Registration Statement on Form 8-A filed pursuant to Section 12 of
the Exchange Act, which description was amended by a Registration Statement
on Form 8-A/A filed on June 22, 1993.
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 termination of the offering shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such reports and other documents.
Any statement contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for all purposes to the extent that a
statement contained in this Prospectus or in any subsequently filed documents
that is also incorporated by reference herein modifies or supersedes such
statement. Any such statements so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
<PAGE> 5
The Company will provide without charge to each person to whom a Prospectus
is delivered, upon written or oral request of such person, a copy of any and
all documents incorporated by reference into this Prospectus (other than
exhibits to such documents unless such exhibits are specifically incorporated
by reference therein). Requests for copies should be directed to Metatec
Corporation, 7001 Metatec Boulevard, Dublin, Ohio 43017, Attention: William H.
Largent, Executive Vice President and Chief Financial Officer, telephone number
(614) 761-2000.
NO DEALER, SALESMAN, 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 SO AUTHORIZED. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH AN OFFER OR SOLICITATION IN SUCH JURISDICTION. 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 SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
2
<PAGE> 6
BUSINESS
GENERAL
- -------
The Company is a leading information industry services company offering
optical disc manufacturing and distribution, software development, and network
services. The Company is organized into two business divisions, the
Manufacturing Services Group and the New Media Solutions Group. Through these
two business divisions, which focus on market-specific CD-ROM (compact
disc-read only memory) product offerings, the Company serves as a one-stop
source of CD-ROM solutions. The Manufacturing Services Group provides CD-ROM
mastering, replication, and distribution services in addition to providing
similar services to radio syndication customers for audio compact discs ("Audio
CDs"). The New Media Solutions Group provides a broad range of software
development and media preparation services for customers creating custom CD-ROM
products and frequently published periodicals on optical media, offers network
services for information publishers desiring integrated worldwide web access to
support their CD-ROM publications, and produces and publishes NautilusCD, the
first subscription-based monthly multimedia CD-ROM magazine.
CD-ROM technology combines audio, video, text, and graphics in one medium
with the capability to store, search, and retrieve vast quantities of
information. One CD-ROM can contain up to 650 megabytes of data. The Company
believes that businesses and individuals are increasingly turning to CD-ROM
technology as a cost-effective means of organizing, storing, and disseminating
large quantities of information quickly to widely diversified groups of users.
The Company focuses on increasing revenues from its CD-ROM manufacturing
services and new media solutions services while maintaining its current market
position within the mature radio syndication market. The Company's strategy
targets customers which require turn-key CD-ROM publication services. Such
customers generally have time-sensitive and recurring information distribution
requirements and evolving technical and creative needs, demand high quality
disc manufacturing, and may require fulfillment and distribution services
directed to the ultimate user base. As an established independent manufacturer
with the ability to produce efficiently the smaller production runs generally
required by CD-ROM orders, the Company believes that it is strategically
positioned to satisfy the needs of CD-ROM producers which require responsive
turnaround on smaller orders and a high degree of personalized support and
design services.
The Company was incorporated as a Florida corporation on September 9, 1976.
Since 1990, information distribution services have been the primary business of
the Company. The principal offices of the Company are located at 7001 Metatec
Boulevard, Dublin, Ohio 43017, and its telephone number is (614) 761-2000.
INVESTMENT CONSIDERATIONS
The securities offered hereby involve certain special investment
considerations. Prospective investors should carefully consider, among other
things, the following factors:
Product Concentration. Revenues from the sale of CD-ROM products and
services constituted a substantial portion of the Company's revenues for 1994
and 1995, and such products and services are expected to continue to account
for a substantial portion of the Company's revenues for the foreseeable future.
A decline in the demand for CD-ROM products and services, whether as a result
of competition, technological change or otherwise, would have a material
adverse effect on the Company's operating results. Included in the Company's
3
<PAGE> 7
CD-ROM products and services are Audio CDs for the radio syndication
programming services market. The Company does not anticipate revenue growth in
its radio syndication services because of the maturity of the market, the
Company's existing market share, and increased price competition. In addition,
certain of the Company's products, such as "hybrid products" offering a
combination of CD-ROM and on-line services, are new or in the early stages of
development and do not have established markets.
Competition. The Company faces competition in the information distribution
industry from a number of sources, such as traditional print publishers,
on-line distributors of information, CD-ROM manufacturers, and others. The
Company's competitors vary by market segment and include many companies which
are larger, more established, and have substantially more resources than the
Company. The Company does not benefit from patents or proprietary technology,
and competition may increase in the future.
Pricing. The CD-ROM and Audio CD industries have been characterized by new
manufacturers continually entering the market and by declining prices for
compact discs ("CDs"). CD-ROM prices declined industry-wide in recent years
and are expected to decline in the future. To date, continuing market growth
has offset increased manufacturing capacity in the CD-ROM industry, and the
Company has been able to maintain its profitability by increasing sales volumes
and improving manufacturing efficiencies. However, the addition of
manufacturing capacity to the industry has continued, and there can be no
assurance that market growth will continue at the same rate, that prices paid
to CD-ROM manufacturers will not continue to decline or that the Company will
be able to continue to improve its manufacturing efficiencies. In addition,
the Company's pricing of its new products and services may not in all cases be
competitive with the other providers in the marketplace, and some new products
and services may not be profitable.
Technological Change. The market for information distribution services
incorporating optical disc technology is based upon a sophisticated technology
and is subject to rapid technological change. Current or new competitors may
introduce new products, features or services that could adversely affect the
Company's competitive position. Additionally, there can be no assurance that
over time optical disc technology will not be replaced by another form of
information storage and retrieval technology, such as on-line information
services. To date, the Company has developed product and service enhancements
to address customer requirements and to respond to competitive conditions.
However, the Company must continue to improve its products and related services
and develop and successfully market new products and services in order to
remain competitive. There can be no assurance that it will be able to do so.
Dependence on Key Personnel. The Company is highly dependent upon the
efforts of certain key personnel, particularly Jeffrey M. Wilkins, its Chairman
of the Board and Chief Executive Officer. The loss of Mr. Wilkins' services to
the Company could have an adverse effect on the Company. The Company has
entered into an employment agreement with him.
Single-Site Manufacturing Facility. All of the Company's manufacturing
services are performed at its manufacturing facility in Dublin, Ohio, which
operates seven days a week, 24 hours per day. In the event this facility is
damaged by fire or other casualty, which damage could not be repaired within a
short period of time, the Company's manufacturing services would be
substantially interrupted and such casualty would be detrimental to the
Company's operations.
Possible Volatility of Stock Price. In the future, the market price of the
Company's Common Shares may be significantly affected by factors such as the
announcement of new products or services by the Company or its competitors,
quarterly variations in the Company's
4
<PAGE> 8
results of operations, conditions in the Company's markets, conditions in the
financial markets, and conditions in the economy in general.
Factors Inhibiting Takeovers. The Company is subject to certain provisions
of Florida law which impose restrictions on the ability of a third party to
effect an unsolicited change in control of the Company. In addition, the
Company's articles of incorporation do not provide for cumulative voting in the
election of directors, and certain other provisions of the articles of
incorporation, including provisions which divide the Company's board of
directors into three separate classes, restrict the ability of shareholders to
remove directors without cause, and require super majority shareholder voting
for certain corporate transactions, may have the effect of delaying or
preventing changes in control or management of the Company. These restrictions
could adversely affect the market price of the Company's Common Shares.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the Shares
offered hereby.
SELLING SHAREHOLDER
All of the Shares covered by this Prospectus are being offered by the Selling
Shareholder, the person named below. All of the Shares offered hereby were
acquired by the Selling Shareholder pursuant to a Restricted Share Agreement
(the "Restricted Share Agreement") entered into by the Company and the Selling
Shareholder as a result of the Company's acquisition of Metatec/Discovery
Systems, Inc., in which the Selling Shareholder held an interest. Under the
terms of the Restricted Share Agreement, the Company has agreed to register all
of the Shares.
The Selling Shareholder has been the Chairman of the Board, Chief Executive
Officer, and a director of the Company since 1989.
<TABLE>
<CAPTION>
============================================================================================================
Percentage Shares
Shares Ownership Shares Offered Owned
Name of Selling Owned Prior Prior To Pursuant to After
Shareholder To Offering(1) Offering Offering Offering(2)
============================================================================================================
<S> <C> <C> <C> <C>
Jeffrey M. Wilkins 626,619 8.9% 600,000 26,619(3)
============================================================================================================
</TABLE>
______________________________
(1) Does not include options for Common Shares which are not currently
exercisable or not exercisable within 60 days of the date of this
Prospectus.
(2) Assumes all Shares offered are sold.
(3) Represents percentage ownership of less than 1% after Offering.
5
<PAGE> 9
PLAN OF DISTRIBUTION
The Selling Shareholder or his personal representatives, pledgees, donees,
tranferees, or other successors in interest to such Selling Shareholder may
sell all or a portion of the Shares registered for sale hereunder from time to
time in transactions effected on the Nasdaq National Market system, on any
exchange on which the Common Shares may then be listed, in the over-the-counter
market, in one or more private transactions, or a combination of such methods.
Such transactions may be effected by the Selling Shareholder or his successors
in interest at prices and on terms then prevailing, at prices related to such
prices, or at negotiated prices and terms.
The Shares may be sold in one or more of the following manners: (a) a block
trade in which the broker or dealer engaged by the Selling Shareholder will
attempt to sell the Shares as his agent, but such broker or dealer may position
and resell a portion of such 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) an exchange
distribution in accordance with the rules of the applicable exchange or in
transactions in the over-the-counter market; (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; (e)
transactions directly with the purchasers; and (f) the pledge of the Shares as
security for any loan or obligation, including pledges to brokers or dealers
who may, from time to time, themselves effect distribution of the Shares. In
effecting sales, brokers or dealers engaged by the Selling Shareholder may
arrange for other brokers or dealers to participate in the resales. In
addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 promulgated under the Securities Act may be sold under
Rule 144 rather than pursuant to this Prospectus, and the Selling Shareholder
may transfer, devise, or gift his Shares by other means not described herein.
Brokers, dealers, or agents may receive compensation in the form of
discounts, commissions or concessions from the Selling Shareholder in amounts
to be negotiated in connection with the sale, which compensation may be in
excess of customary commissions, and may receive commissions from the
purchasers of the Shares for whom they may act as agent. 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 and any such commission, discount or concession may be deemed to be
underwriting discounts or commissions under the Securities Act.
In order to comply with certain states' securities laws, if applicable, the
Shares will be sold in such jurisdictions only through registered or licensed
brokers or dealers. In certain states the Shares may not be sold unless they
have been registered or qualified for sale in such state, or unless an
exemption from registration or qualification is available and complied with.
Under the terms of the Restricted Share Agreement, the Company has agreed to
bear all costs and expenses with respect to the registration of the Shares,
including without limitation all filing fees, printing expenses, fees and
disbursements of the Company's legal counsel and accountants, and the
reasonable fees and disbursements of separate legal counsel for the Selling
Shareholder (if desired by him); provided that any underwriting discounts or
commissions shall be the responsibility of the Selling Shareholder.
6
<PAGE> 10
LEGAL MATTERS
The validity of the Shares has been passed upon for the Company by Baker &
Hostetler, Columbus, Ohio.
EXPERTS
The financial statements and related financial statement schedule
incorporated in this Prospectus by reference from the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports, which
are incorporated herein by reference, and have been so incorporated in reliance
upon such reports given upon the authority of that firm as experts in
accounting and auditing.
7
<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered hereby, other than
commissions and discounts, if any, paid to brokers or dealers. All amounts
shown are estimates, except the registration fee to the Securities and Exchange
Commission:
<TABLE>
<CAPTION>
<S> <C>
Registration Fee -- Securities and
Exchange Commission . . . . . . . . . . . . . . .$ 2,534.49
---------
Accounting Fees and Expenses . . . . . . . . . . . 3,000.00
---------
Legal Fees and Expenses . . . . . . . . . . . . . . 6,000.00
---------
Miscellaneous Expenses . . . . . . . . . . . . . . . 1,000.00
---------
Total Expenses . . . . . . . . . . . . . .$12,534.49
=========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 607.0850 of the Florida Business Corporation Act (the
"Statute") sets forth conditions and limitations governing the indemnification
of officers, directors, and other persons.
Article VI of the Amended and Restated Bylaws of the Company (the
"Bylaws") contains certain indemnification provisions adopted pursuant to
authority contained in the Statute. Under the Bylaws, the Company will
indemnify any person who is or was a director, officer, employee, or agent of
the Company or who is or was serving at the request of the Company as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise against: (a) liability incurred in
connection with any proceeding (other than an action by or in the right of the
Company) to which such person was or is a party by reason of acting in any such
capacity, and (b) expenses and amounts paid in settlement (not exceeding, in
the judgment of the Company's board of directors, the estimated expense of
litigating the proceeding to conclusion) actually and reasonably incurred in
connection with the defense or settlement of any proceeding by or in the right
of the Company to procure a judgment in its favor to which such person was or
is a party by reason of acting in any such capacity, provided that: (i) such
person acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful; and (ii) no indemnification shall be made in respect of any
claim, issue, or matter in any proceeding by or in the right of the Company as
to which such person shall have been adjudged to be liable unless, and only to
the extent that, the court in which such proceeding was brought, or any other
court of competent jurisdiction, shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses as
the court shall deem proper. For purposes of Article VI of the Bylaws: (A) the
term "expenses" includes counsel fees, including those for appeal; (B) the term
"liability" includes obligations to pay a judgment, settlement, penalty, fine
(including an excise tax assessed with respect to any employee benefit plan),
and expenses actually and reasonably incurred with respect to a proceeding; and
(C) the term " proceeding" includes any
II-1
<PAGE> 12
threatened, pending, or completed action, suit, or other type of proceeding,
whether civil, criminal, administrative, or investigative, and whether formal
or informal.
Under the Bylaws, to the extent a director, officer, employee, or
agent of the Company has been successful on the merits or otherwise in defense
of any proceeding described above, or in the defense of any claim, issue, or
matter therein, such person shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith. For all other
indemnification which may be provided under the Bylaws in connection with any
proceeding, unless made pursuant to a determination by a court, indemnification
shall be made only as authorized in the specific case upon a determination that
indemnification is proper in the circumstances because the director, officer,
employee or agent has met the applicable standard of conduct set forth in the
Bylaws, which determination shall be made: (a) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
proceeding; (b) if such quorum is not obtainable, or even if obtainable, by
majority vote of a committee duly designated by the board of directors
consisting solely of two or more directors not at the time parties to the
proceeding, (c) by independent legal counsel selected by the board of directors
or a committee thereof as prescribed by the Statute; or (d) by the shareholders
by majority vote of a quorum consisting of shareholders who were not parties to
such proceeding or if such a quorum is not obtainable, by a majority vote of
shareholders who were not parties to such proceeding. Evaluation as to
reasonableness of expenses and authorization of indemnification must be made in
the same manner as the determination that indemnification is permissible,
except that if the determination of permissibility is made by independent legal
counsel, then the board of directors or the committee thereof which appointed
such legal counsel must evaluate the reasonableness of expenses and may
authorize indemnification. The Bylaws also permit the Company to pay expenses
incurred by its officers, directors, employees, and agents in advance of the
final disposition of a proceeding, provided that the Company may advance
expenses to a director or officer only after receiving an undertaking by or on
behalf of such director or officer to repay such amount if he is ultimately
found not to be entitled to indemnification pursuant to the Bylaws.
The Company has entered into Indemnification Agreements with all of
its directors. These agreements require the Company to indemnify its directors
to the full extent permitted by the Statute, including without limitation
indemnification, to the extent permitted by applicable law, against all
expenses (including legal fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by them in any threatened, pending
or completed action or proceeding, including any action by or in the right of
the Company, on account of their service as a director, officer, employee, or
agent of the Company or at the request of the Company as a director, officer,
employee, or agent of another corporation, partnership, trust, or other
enterprise. Coverage under these agreements is excluded: (i) on account of any
suit in which judgment is rendered against the director for an accounting of
profits made from the purchase or sale by the director of securities of the
Company pursuant to Section 16(b) of the Exchange Act or any similar provisions
of any federal, state, or local statutory law; or (ii) if a judgment or other
final adjudication establishes that the director's actions, or omissions to
act, were material to the cause of action so adjudicated and constitute (A) a
violation of the criminal law, unless the director had reasonable cause to
believe his conduct was lawful or had no reasonable cause to believe his
conduct was unlawful, (B) a transaction from which the director derived an
improper personal benefit, (C) a circumstance under which the liability
provisions of Section 607.0834 of the Statute (relating to unlawful
distributions to shareholders) are applicable, or (D) willful misconduct or a
conscious disregard for the best interests of the Company in a proceeding
II-2
<PAGE> 13
by or in right of the Company to procure a judgment in its favor or in a
proceeding by or in the right of a shareholder.
The Company's 1990 Stock Option Plan, 1990 Directors' Stock Option
Plan, and 1992 Directors' Stock Option Plan all contain provisions under which
each member of the Compensation Committee of the Board of Directors of the
Company is provided indemnification against all costs and expenses incurred by
him in connection with any action, suit, or proceeding to which he may be a
party by reason of any action taken or failure to act under or in connection
with any such plan or any option granted under any such plan, and against all
amounts paid by him in satisfaction of a judgment in any such action, suit, or
proceeding, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company. These
indemnification provisions are in addition to the indemnification provided
under the Company's By-Laws and the Indemnification Agreements described above,
but such provisions are to be construed in a manner consistent with applicable
law.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
If Incorporated by Reference,
Exhibit Document with which Exhibit was
No. Description of Exhibit Previously Filed with SEC
----- ---------------------- -----------------------
<S> <C> <C>
4 Form of Share Certificate. Incorporated by reference to Amendment No.
2 to Registration Statement on Form S-1,
File No. 33-60878 (See Exhibit 4 therein).
5 Opinion of Baker & Hostetler. Contained herein.
10(a) Restricted Share Agreement dated March Annual Report on Form 10-K for the fiscal
23, 1993 between Metatec Corporation year ended December 31, 1992 (See Exhibit
and Jeffrey M. Wilkins. 10(r) therein).
10(b) Amendment to Restricted Share Amendment No. 1 to Registration Statement
Agreement dated April 8, 1993, between on Form S-1, File No. 33-60878 (See Exhibit
Metatec Corporation and Jeffrey M. 10(o) therein).
Wilkins.
23(a) Consent of Baker & Hostetler. Contained in Exhibit 5.
23(b) Consent of Deloitte & Touche LLP. Contained herein.
24 Powers of Attorney. Contained herein.
</TABLE>
ITEM 17. UNDERTAKINGS
The 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; (ii) to reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement; and (iii)
II-3
<PAGE> 14
to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
Provided, however, that paragraphs (a)(i) and (a)(ii) shall 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, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 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 securities offered herein, 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 may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the provisions described in Item 15, above, 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, 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 and will be governed by the final adjudication
of such issue.
II-4
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dublin, State of Ohio, on May 2, 1996.
METATEC CORPORATION
Date: May 2, 1996 By /s/ Jeffrey M. Wilkins
----------------------------------
Jeffrey M. Wilkins, Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jeffrey M. Wilkins Chairman of the Board, May 2, 1996
- ------------------------------------- Chief Executive Officer
Jeffrey M. Wilkins (principal executive officer),
and Director
/s/ Gregory T. Tillar President, Chief Operating May 2, 1996
- ------------------------------------- Officer, and Director
Gregory T. Tillar
/s/ William H. Largent Executive Vice President, May 2, 1996
- ------------------------------------- Secretary, Treasurer and Chief
William H. Largent Financial Officer (principal
financial officer and principal
accounting officer), and Director
A. Grant Bowen* Director May 2, 1996
- ------------------ ------------------
A. Grant Bowen
E. David Crockett* Director May 2, 1996
- --------------------- ---------------
E. David Crockett
Peter J. Kight* Director May 2, 1996
- ------------------ ------------------
Peter J. Kight
Jerry D. Miller* Director May 2, 1996
- ------------------- -----------------
Jerry D. Miller
James V. Pickett* Director May 2, 1996
- -------------------- ----------------
James V. Pickett
</TABLE>
II-5
<PAGE> 16
*The undersigned, Jeffrey M. Wilkins, by signing his name hereto, does hereby
execute this Registration Statement on his own behalf personally and on behalf
of each of the other above-named directors of the Registrant pursuant to Powers
of Attorney executed by such directors and filed with the Securities and
Exchange Commission as an exhibit to this Registration Statement.
/s/ Jeffrey M. Wilkins
- -----------------------------
Jeffrey M. Wilkins
II-6
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
If Incorporated by Reference,
Exhibit Document with which Exhibit was
No. Description of Exhibit Previously Filed with SEC
----- ---------------------- -------------------------------
<S> <C> <C>
4 Form of Share Certificate Incorporated by reference to Amendment No.
2 to Registration Statement on Form S-1,
File No. 33-60878 (See Exhibit 4 therein).
5 Opinion of Baker & Hostetler. Contained herein.
10(a) Restricted Share Agreement dated Annual Report on Form 10-K for the fiscal
March 23, 1993 between Metatec year ended December 31, 1992 (See Exhibit
Corporation and Jeffrey M. Wilkins. 10(r) therein).
10(b) Amendment to Restricted Share Amendment No. 1 to Registration Statement
Agreement dated April 8, 1993, on Form S-1, File No. 33-60878 (See
between Metatec Corporation and Exhibit 10(o) therein).
Jeffrey M. Wilkins.
23(a) Consent of Baker & Hostetler. Contained in Exhibit 5.
23(b) Consent of Deloitte & Touche LLP. Contained herein.
24 Powers of Attorney. Contained herein.
</TABLE>
<PAGE> 1
EXHIBIT 5
OPINION OF BAKER & HOSTETLER
<PAGE> 2
May 2, 1996
Metatec Corporation
7001 Metatec Boulevard
Dublin, Ohio 43017
Gentlemen:
We are acting as counsel to Metatec Corporation, a Florida corporation
(the "Company"), in connection with the Registration Statement on Form S-3 (the
"Registration Statement") being filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, to register
600,000 common shares, $0.10 par value, of the Company (the "Shares") for offer
and sale as described in the Registration Statement.
In connection therewith, we have examined the Company's Articles of
Incorporation, as amended, the Company's By-Laws, as amended, and the records,
as exhibited to us, of the corporate proceedings of the Company, and such other
documents and records, including certificates from officers of the Company and
others, as we considered necessary for purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
(1) The Company is a corporation validly existing under the laws
of Florida; and
(2) The Shares have been duly authorized and validly issued and
are fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to us under the caption "Legal
Matters" in the Prospectus which is part of the Registration Statement.
Very truly yours,
/s/ Baker & Hostetler
BAKER & HOSTETLER
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF BAKER & HOSTETLER
Contained in Exhibit 5.
<PAGE> 1
EXHIBIT 23(b)
CONSENT OF DELOITTE & TOUCHE LLP
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Metatec Corporation on Form S-3 of our reports dated February 9, 1996,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Metatec Corporation for the year ended December 31, 1995 and to the reference
to us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ Deloitte & Touche LLP
Columbus, Ohio
May 2, 1996
<PAGE> 1
EXHIBIT 24
POWERS OF ATTORNEY
<PAGE> 2
POWER OF ATTORNEY
Know all men by these presents, that the undersigned hereby
constitutes and appoints Jeffrey M. Wilkins and William H. Largent, and each of
them (with full power of each of them to act alone), as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
Registration Statements on Form S-8 and any and all amendments thereto
(including post-effective amendments) to register under the Securities Act of
1933, as amended (the "1933 Act"), any common shares, $.10 par value (the
"Shares"), of Metatec Corporation, a Florida corporation (the "Company"), and
to a sign Registration Statement on Form S-3 and any and all amendments thereto
(including post-effective amendments) to register under the 1933 Act 600,000
Shares of the Company, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent 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 might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitutes may lawfully do or
cause to be done by virtue hereof.
Dated: April 24, 1996 /s/ A. Grant Bowen
--------------------------
A. Grant Bowen
<PAGE> 3
POWER OF ATTORNEY
Know all men by these presents, that the undersigned hereby
constitutes and appoints Jeffrey M. Wilkins and William H. Largent, and each of
them (with full power of each of them to act alone), as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
Registration Statements on Form S-8 and any and all amendments thereto
(including post-effective amendments) to register under the Securities Act of
1933, as amended (the "1933 Act"), any common shares, $.10 par value (the
"Shares"), of Metatec Corporation, a Florida corporation (the "Company"), and
to a sign Registration Statement on Form S-3 and any and all amendments thereto
(including post-effective amendments) to register under the 1933 Act 600,000
Shares of the Company, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent 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 might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitutes may lawfully do or
cause to be done by virtue hereof.
Dated: April 24, 1996 /s/ E. David Crockett
--------------------------
E. David Crockett
<PAGE> 4
POWER OF ATTORNEY
Know all men by these presents, that the undersigned hereby
constitutes and appoints Jeffrey M. Wilkins and William H. Largent, and each of
them (with full power of each of them to act alone), as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
Registration Statements on Form S-8 and any and all amendments thereto
(including post-effective amendments) to register under the Securities Act of
1933, as amended (the "1933 Act"), any common shares, $.10 par value (the
"Shares"), of Metatec Corporation, a Florida corporation (the "Company"), and
to a sign Registration Statement on Form S-3 and any and all amendments thereto
(including post-effective amendments) to register under the 1933 Act 600,000
Shares of the Company, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent 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 might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitutes may lawfully do or
cause to be done by virtue hereof.
Dated: April 24, 1996 /s/ Peter J. Kight
--------------------------
Peter J. Kight
<PAGE> 5
POWER OF ATTORNEY
Know all men by these presents, that the undersigned hereby
constitutes and appoints Jeffrey M. Wilkins and William H. Largent, and each of
them (with full power of each of them to act alone), as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
Registration Statements on Form S-8 and any and all amendments thereto
(including post-effective amendments) to register under the Securities Act of
1933, as amended (the "1933 Act"), any common shares, $.10 par value (the
"Shares"), of Metatec Corporation, a Florida corporation (the "Company"), and
to a sign Registration Statement on Form S-3 and any and all amendments thereto
(including post-effective amendments) to register under the 1933 Act 600,000
Shares of the Company, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent 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 might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitutes may lawfully do or
cause to be done by virtue hereof.
Dated: April 24, 1996 /s/ Jerry D. Miller
--------------------------
Jerry D. Miller
<PAGE> 6
POWER OF ATTORNEY
Know all men by these presents, that the undersigned hereby
constitutes and appoints Jeffrey M. Wilkins and William H. Largent, and each of
them (with full power of each of them to act alone), as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
Registration Statements on Form S-8 and any and all amendments thereto
(including post-effective amendments) to register under the Securities Act of
1933, as amended (the "1933 Act"), any common shares, $.10 par value (the
"Shares"), of Metatec Corporation, a Florida corporation (the "Company"), and
to a sign Registration Statement on Form S-3 and any and all amendments thereto
(including post-effective amendments) to register under the 1933 Act 600,000
Shares of the Company, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent 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 might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitutes may lawfully do or
cause to be done by virtue hereof.
Dated: April 24, 1996 /s/ James V. Pickett
--------------------------
James V. Pickett
<PAGE> 7
POWER OF ATTORNEY
Know all men by these presents, that the undersigned hereby
constitutes and appoints Jeffrey M. Wilkins and William H. Largent, and each of
them (with full power of each of them to act alone), as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
Registration Statements on Form S-8 and any and all amendments thereto
(including post-effective amendments) to register under the Securities Act of
1933, as amended (the "1933 Act"), any common shares, $.10 par value (the
"Shares"), of Metatec Corporation, a Florida corporation (the "Company"), and
to a sign Registration Statement on Form S-3 and any and all amendments thereto
(including post-effective amendments) to register under the 1933 Act 600,000
Shares of the Company, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent 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 might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitutes may lawfully do or
cause to be done by virtue hereof.
Dated: April 24, 1996 /s/ Gregory T. Tillar
--------------------------
Gregory T. Tillar
