<PAGE> 1
As filed with the Securities and Exchange Commission on June 1, 1999
Registration No. 33-03123
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
under the
Securities Act of 1933
METATEC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Ohio 31-1647405
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
7001 Metatec Boulevard
Dublin, Ohio 43017
(Address of Principal Executive Offices) (Zip Code)
Jeffrey M. Wilkins, Chairman, President and
Chief Executive Officer
7001 Metatec Boulevard
Dublin, Ohio 43017
(Name and address of agent for service)
(614) 761-2000
(Telephone number, including area code, of agent for service)
Copies To:
Joseph P. Boeckman, Esq.
Baker & Hostetler LLP
65 East State Street, Suite 2100
Columbus, Ohio 43215
(614) 462-4737
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
Shareholding may determine.
<PAGE> 2
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. [ ] __
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.
-2-
<PAGE> 3
Pursuant to Rule 414(d) under the Securities Act of 1933, as amended
(the "1933 Act"), Metatec International, Inc., an Ohio corporation ("Metatec
International" or the "Registrant"), as successor issuer to Metatec Corporation,
a Florida corporation, hereby adopts this Registration Statement, as amended,
for all purposes under the 1933 Act and the Securities Exchange Act of 1934, as
amended (the "1934 Act"). See "Description of the Transaction" herein.
The registration fees were paid when this Registration statement was
originally filed.
DESCRIPTION OF TRANSACTION
On April 20, 1999, the shareholders of Metatec Corporation
approved a proposal to change Metatec Corporation's state of incorporation from
Florida to Ohio through a merger of Metatec Corporation with and into Metatec
International, a wholly owned subsidiary of Metatec Corporation. Metatec
International was the surviving entity in the merger, which became effective on
April 30, 1999.
Metatec International succeeded to all of the business, properties,
assets and liabilities of Metatec Corporation, and all of the directors,
officers, and employees of Metatec Corporation became directors, officers, and
employees of Metatec International. There was no change in the business,
management, location of the principal executive offices or other facilities,
capitalization, assets, or liabilities of Metatec Corporation. Nor was there any
change in Metatec Corporation's employee benefit plans and arrangements. Metatec
International assumed and will continue these benefit plans and arrangements.
All of the common shares, $.10 par value, of Metatec Corporation were
converted, without any action on the part of the holders of such shares, into an
equal number of fully paid and non-assessable common shares, without par value,
of Metatec International. These common shares continue to be traded on the
Nasdaq National Market System under the symbol "META." In addition, each holder
of a certificate representing common shares of Metatec Corporation is deemed for
all purposes to be the holder of the number of common shares of Metatec
International into which the common shares of Metatec Corporation were
converted.
As a result of the foregoing, the shares of common stock that may be
sold by the Selling Shareholder under this Registration Statement are common
shares, without par value, of Metatec International.
The Registrant expressly adopts, as of April 30, 1999, Metatec
Corporation's Registration Statement on Form S-3/A (Registration No. 33-03123),
filed on May 22, 1996, for all purposes of the 1933 Act and 1934 Act.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the Registrant's Registration Statement on Form S-3/A
(Registration No. 33-03123), filed on May 22, 1996, are hereby incorporated by
reference in this registration statement.
The following documents have been filed with the Securities Exchange
Commission and are hereby incorporated by reference in this Registration
Statement:
(a) Metatec Corporation's Annual Report on Form 10-K for the year ended
December 31, 1998;
-3-
<PAGE> 4
(b) Metatec Corporation's Quarterly Report on Form 10-Q for the first
quarter ended March 31, 1999;
(c) Metatec Corporation's Current Report on Form 8-K filed April 26,
1999.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
common shares offered have been sold or which deregisters all such common shares
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.
ITEM 15: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1701.13(E) of the Ohio Revised Code empowers a corporation to
indemnify persons serving as its directors and officers (or serving at the
request of the corporation in such capacity for another corporation) against
expenses incurred in connection with actions, suits or proceedings relating to
the fact that such persons were serving as directors or officers of such
corporation. Article 6 of the Registrant's Code of Regulations provides for
indemnification of directors, officers and others and the purchase and
maintenance of liability insurance by the Registrant, as follows:
The Registrant shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, by reason of the fact that he is or was a director,
officer, employee, or agent of the Registrant, or is or was serving at
the request of the Registrant as a director, trustee, officer,
employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against
expenses, including attorneys' fees, judgments, fines, and amounts paid
in settlement actually and reasonably incurred by him in connection
with such action, suit, or proceeding provided that: (a) he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Registrant; (b) with respect to
any criminal action or proceeding, he had no reasonable cause to
believe his conduct was unlawful; and (c) in any action or suit by or
in the right of the Registrant, no indemnification shall be made with
respect to any amounts paid with respect to (i) any claim, issue, or
matter as to which such person shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to the
Registrant unless and only to the extent that the Court of Common Pleas
or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in
view of all
-4-
<PAGE> 5
the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court of common pleas or
such other court shall deem proper; or (ii) any such actions or suits
in which the only liability asserted against a director is pursuant to
Section 1701.95 of the Ohio Revised Code. The termination of any
action, suit, or proceeding by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent, shall
not of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Registrant, and with respect to
any criminal action or proceeding, he had reasonable cause to believe
that his conduct was unlawful.
The Registrant may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent of the
Registrant, or is or was serving at the request of the Registrant as a
director, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or
other enterprise against any liability asserted against him and
incurred by him in any such capacity or arising out of his status as
such, whether or not the Registrant would have the power to indemnify
him against such liability under this Article or under Chapter 1701,
Ohio Revised Code.
The Registrant has purchased directors and officers liability
insurance, which provides for indemnification of directors and officers against
certain liabilities. The Registrant has also entered into indemnification
agreements with its directors that generally require the Registrant, subject to
any limitations on the maximum permissible indemnification that may exist at
law, to indemnify a director against claims that arise as a result of his or her
capacity as a director, officer, employee, or agent of the Registrant.
The Registrant's 1990 Stock Option Plan, as amended, and 1992
Directors' Stock Option Plan, as amended, each provides that each member of the
Board of Directors or the Compensation Committee of the Board of Directors shall
be indemnified by the Registrant against all costs and expenses reasonably
incurred by him or her in connection with any action, suit, or proceeding to
which he or she may be a party by reason of any action taken or failure to act
under or in connection with such plan or any option granted under such plan, and
against all amounts paid by him or her in satisfaction of a judgment in any such
action, suit, or proceeding, if he or she 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
Registrant. These indemnification provisions are in addition to the
indemnification provided under the Registrant's Code of Regulations and the
Indemnification Agreements described above, but such provisions are to be
construed in a manner consistent with applicable law.
-5-
<PAGE> 6
ITEM 16. EXHIBITS
Exhibit
No. Exhibit Description
- --- -------------------
4(a). The Registrant's Amended and Restated Articles of
Incorporation.
4(b). The Registrant's Code of Regulations.
4(c). Form of share certificate.
10(a). Restricted Share Agreement dated March 23, 1993 between
Metatec Corporation and Jeffrey M. Wilkins.
10(b). Amendment to Restricted Share Agreement dated April 8,
1993, between Metatec Corporation and Jeffrey M. Wilkins.
23. Consent of Deloitte & Touche LLP
24. Powers of Attorney
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of
the 1933 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference in the
Registration Statement;
-6-
<PAGE> 7
(2) That, for the purpose of determining any liability under the 1933
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; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the 1933
Act 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 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
-7-
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Dublin,
State of Ohio, on May 27, 1999.
METATEC INTERNATIONAL, INC.
By /s/ Jeffrey M. Wilkins
-------------------------------
Jeffrey M. Wilkins, Chairman of
the Board, President, and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Jeffrey M. Wilkins Chairman of the Board, President,
- ---------------------- and Chief Executive Officer
Jeffrey M. Wilkins (principal executive officer), and
Director May 27, 1999
/s/ Julia A. Pollner Senior Vice President, Finance,
- ---------------------- Secretary, and Treasurer (principal
Julia A. Pollner financial officer and principal
accounting officer) May 27, 1999
/s/ A. Grant Bowen* Director May 27, 1999
- -------------------
A. Grant Bowen
/s/Joseph F. Keeler* Director May 27, 1999
- --------------------
Joseph F. Keeler
/s/ Peter J. Kight* Director May 27, 1999
- -------------------
Peter J. Kight
/s/ Jerry D. Miller* Director May 27, 1999
- --------------------
Jerry D. Miller
/s/ James V. Pickett* Director May 27, 1999
- ---------------------
James V. Pickett
</TABLE>
*The undersigned hereby executes this post-effective amendment to the
registration statement on behalf of each of the indicated directors of the
Registrant pursuant to powers of attorney executed by such directors and
-8-
<PAGE> 9
filed as an exhibit to this Post-Effective Amendment No. 1 to the Registration
Statement.
/s/ Jeffrey M. Wilkins
----------------------
Jeffrey M. Wilkins
-9-
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
If Incorporated by reference, document with
Exhibit Number Exhibits which Exhibit was previously filed
- -------------- -------- ----------------------------------
<C> <C> <S>
4(a) The Registrant's Amended and Restated Incorporated herein by reference to Exhibit
Articles of Incorporation 4(a) of the Registrant's Registration
Statement on Form S-8 (File No. 333-03125)
filed on June 1, 1999.
4(b) The Registrant's Code of Regulations Incorporated herein by reference to Exhibit
4(b) of the Registrant's Registration
Statement on Form S-8 (File No. 333-03125)
filed on June 1, 1999.
4(c) Form of share certificate Incorporated herein by reference to Exhibit
4(c) of the Registrant's Registration
Statement on Form S-8 (File No. 333-03125)
filed on June 1, 1999.
10(a) Restricted Share Agreement dated March Incorporated herein by reference to Exhibit
23, 1993 between Metatec Corporation 10(r) of the Registrant's Annual Report on
and Jeffrey M. Wilkins. Form 10-K for the fiscal year ended
December 31, 1992
10(b) Amendment to Restricted Share Incorporated herein by reference to Exhibit
Agreement dated April 8, 1993, between 10(o) of the Registrant's Registration
Metatec Corporation and Jeffrey M. Statement on Form S-1 (File No. 33-60878)
Wilkins. filed on April 9, 1993.
23 Consent of Deloitte & Touche LLP Contained herein
24 Powers of Attorney Contained herein.
</TABLE>
-10-
<PAGE> 1
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 33-03123 of Metatec International, Inc. on
Form S-3 of our reports dated February 25, 1999, appearing and incorporated by
reference in the Annual Report on Form 10-K of Metatec Corporation for the year
ended December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
- -------------------------
DELOITTE & TOUCHE LLP
Columbus, Ohio
May 27, 1999
<PAGE> 1
Exhibit 24
METATEC INTERNATIONAL, INC.
Power Of Attorney
for
Form S-3 Registration Statement
The undersigned, a director of Metatec International, Inc., an Ohio
corporation (the "Company"), hereby constitutes and appoints Jeffrey M. Wilkins
and Julia A. Pollner, and each of them, my true and lawful attorneys-in-fact and
agents, with full power to act without the other, with full power of
substitution and resubstitution, for me and in my name, place, and stead, in my
capacity as director of the Company, to sign the Company's Registration
Statement on Form S-3 and any and all amendments thereto (including
post-effective amendments) to register under the Securities Act of 1933, as
amended (the "1933 Act"), 600,000 common shares, without par value, 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 attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their or his or her substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
/s/ A. Grant Bowen Date: April 30, 1999
- ------------------------------
A. Grant Bowen
/s/ Joseph F. Keeler, Jr.
- ------------------------------ Date: April 30, 1999
Joseph F. Keeler, Jr.
/s/ Peter J. Kight
- ------------------------------ Date: April 30, 1999
Peter J. Kight
/s/ Jerry D. Miller
- ------------------------------ Date: April 30, 1999
Jerry D. Miller
/s/ James V. Pickett
- ------------------------------ Date: April 30, 1999
James V. Pickett
/s/ Jeffrey M. Wilkins
- ------------------------------ Date: April 30, 1999
Jeffrey M. Wilkins
