Prospectus
1,241,151 Shares
ROBOTIC VISION SYSTEMS, INC.
Common Stock
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This Prospectus relates to 1,241,151 shares of common stock,
par value $0.01 per share (the "Common Stock"), of Robotic Visions
Systems, Inc. (the "Company"), which shares are being offered for
sale by the persons named herein under the caption "Selling
Stockholders" (the "Selling Stockholders"). The Company will not
receive any of the proceeds from the sale of shares by the Selling
Stockholders. See "Selling Stockholders."
The Common Stock is quoted on The Nasdaq National Market (the
"NASDAQ-NM") under the symbol "ROBV." On September 13, 1995, the
last sale price of the Common Stock as reported by the NASDAQ-NM
was $21.50 per share.
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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.
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The Selling Stockholders, or their pledgees, donees,
transferees or other successors, may sell the Common Stock in any
of three ways: (i) through broker-dealers; (ii) through agents or
(iii) directly to one or more purchasers. The distribution of the
Common Stock may be effected from time to time in one or more
transactions (which may involve crosses or block transactions) (A)
in the over-the-counter market, or (B) in transactions otherwise
<PAGE>
than in the over-the-counter market. Any of such transactions may
be effected at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, at negotiated
prices or at fixed prices. The Selling Stockholders may effect
such transactions by selling the Common Stock to or through
broker-dealers, and such broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the Selling
Stockholders and/or commissions from purchasers of the Common Stock
for whom they may act as agent (which discounts, concessions or
commissions will not exceed those customary in the types of
transactions involved). The Selling Stockholders and any
broker-dealers or agents that participate in the distribution of
the Common Stock might be deemed to be underwriters, and any profit
on the sale of the Common Stock by them and any discounts,
commissions or concessions received by any such broker-dealers or
agents might be deemed to be underwriting discounts and commissions
under the Securities Act of 1933, as amended (the "Securities
Act").
The Company has agreed to bear all expenses (other than
selling discounts, concessions and commissions) in connection with
the registration and sale of the Common Stock being offered by the
Selling Stockholders. The Company has agreed to indemnify the
Selling Stockholders against certain liabilities, including
liabilities under the Securities Act.
The Common Stock being offered hereby by the Selling
Stockholders has not been registered for sale under the securities
laws of any state or jurisdiction as of the date of this
Prospectus. Brokers or dealers effecting transactions in the
Common Stock should confirm the registration thereof under the
securities law of the state in which such transactions occur, or
the existence of any exemption from registration.
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The date of this Prospectus is September 22, 1995
<PAGE>
TABLE OF CONTENTS
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . .1
Available Information. . . . . . . . . . . . . . . . . . . . . .2
Incorporation of Certain Documents by Reference. . . . . . . . .3
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . .4
Legal Opinion. . . . . . . . . . . . . . . . . . . . . . . . . .5
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
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No dealer, salesperson or other person has been authorized to
give any information or to make any representations not contained
in this Prospectus or incorporated by reference to this Prospectus,
and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. The delivery of this
Prospectus at any time does not imply that the information
contained herein is correct as of any time subsequent to its date.
<PAGE>
THE COMPANY
General
Robotic Vision Systems, Inc. (the "Company") designs,
manufactures, markets and installs machine vision-based products
for productivity improvement and quality control applications in
the manufacturing workplace. These products have as their primary
component the Company's proprietary 3-dimensional machine vision
technology. This technology uses sophisticated structured laser
light and optical triangulation techniques to acquire precise
3-dimensional measurement information about the surface of a viewed
object.
The Company's LS Lead Scanning Systems offer automated
high-speed 3-dimensional ("3-D") semiconductor package lead
inspection with the added feature of non-contact scanning of the
packages in their shipping trays("in-tray scanning"). The system
uses a laser-based, non-contact, 3-D measurement technique to
inspect and sort quad flat packs, thin quad flat packs, plastic
leaded chip carriers, ball grid arrays and thin small outline packs
from their carrying trays. The system measurements include
coplanarity, total package height, true position spread and span,
as well as lead angle, width, pitch and gap.
The Company was incorporated in New York in 1976 and
reincorporated in Delaware in 1977. Its executive offices are
located at 425 Rabro Drive East, Hauppauge, New York 11788;
telephone (516) 273-9700.
Recent Developments
The Company entered into a definitive merger agreement, dated
as of April 27, 1995, as amended and restated as of July 11, 1995
(the "Merger Agreement"), with Acuity Imaging Inc., a publicly
owned company located in Nashua, New Hampshire ("Acuity"), which
provided that, subject to receipt of approvals from the
stockholders of both the Company and Acuity, Acuity was to become
a wholly owned subsidiary of the Company (the "Acuity Merger").
Acuity designs, develops, manufactures and supplies 2-D machine
vision systems to a diversity of markets.
The Merger Agreement provided that upon consummation of the
<PAGE>
Merger, each then outstanding share of Acuity's common stock would
be converted into the right to receive, and become exchangeable for
(the "Exchange Ratio"), 0.766 of a share of the Company's Common
Stock; provided, however, that if the average of the closing prices
of the Company's Common Stock on the NASDAQ-NM for the 20 trading
days ending on (and including) the third trading day immediately
prior to the Company's September 19, 1995 stockholders' meeting
(the "Average Closing Price") was greater than $14.50, then the
Exchange Ratio would be equal to the quotient of $11.107 divided by
the Average Closing Price (provided that in no event would the
Exchange Ratio be less than 0.555375); and if the Average Closing
Price was less than $10.00, then the Exchange Ratio would be equal
to the quotient of $7.66 divided by the Average Closing Price
(provided that in no event would the Exchange Ratio be more than
0.925626).
The Merger Agreement also provided that (i) options to
purchase shares of Acuity's common stock at various exercise prices
would be converted at the Exchange Ratio into options to purchase
shares of the Company's Common Stock and (ii) rights under Acuity's
1994 Employee Qualified Stock Purchase Plan to purchase shares of
Acuity's common stock would be converted at the Exchange Ratio into
rights to purchase shares of the Company's Common Stock.
The Merger was approved by the stockholders of each of the
Company and Acuity on September 19, 1995 and consummated on
September 20, 1995. The Exchange Ratio, computed in the manner as
set forth above, was 0.581138. Based upon the Exchange Ratio, the
Company will issue 1,448,424 shares of its Common Stock to Acuity
stockholders based upon 2,492,392 shares of Acuity Common Stock
outstanding at the close of business on September 20, 1995.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). In accordance therewith, the Company files reports and
other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information
filed by the Company 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 Regional
<PAGE>
Offices of the Commission at 7 World Trade Center, New York, New
York 10048 and Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60621. Copies of such material may be obtained
from the Public Reference Section of the Commission at prescribed
rates by writing to the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549.
The Company has filed with the Commission a Registration
Statement on Form S-3 under the Securities Act with respect to the
Common Stock 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. For further information, reference
is made to the Registration Statement, copies of which can be
obtained from the Public Reference Section of the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, upon
payment of the fees prescribed by the Commission.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated herein by reference are the following documents
filed by the Company with the Commission (File No. 0-8623) under
the Exchange Act:
(a) The Company's Annual Report on Form 10-K/A for its fiscal
year ended September 30, 1994 (the "Annual Report");
(b) The Company's Quarterly Reports on Form 10-Q for its
fiscal quarters ended December 31, 1994, March 31, 1995
and June 30, 1995;
(c) The Company's definitive Proxy Statement dated August 9,
1995 relating to the Acuity Merger; and
(d) The Company's Registration Statement on Form 8-A for a
description of the Common Stock.
All documents filed by the Company with the Commission
pursuant to Sections 13, 14 and 15(d) of the Exchange Act
subsequent hereto, but prior to the termination of this offering,
shall be deemed to be incorporated herein by reference and to be a
part hereof from their respective dates of filing.
The Company will provide without charge to each person to whom
a copy of this Prospectus is delivered, upon the written or oral
request of any such person, a copy of any or all of the documents
referred to above which have been incorporated into this Prospectus
by reference (other than the exhibits to such documents). Requests
or such copies should be directed to Robert H. Walker, Secretary,
Robotic Vision Systems, Inc., 425 Rabro Drive East, Hauppauge, New
York 11788; telephone number: (516) 273-9700.
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information with
respect to the Selling Stockholders. The Company will not receive
any proceeds from the sale of the shares by the Selling
Stockholders.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Number of Beneficial
Beneficial Shares of Ownership Percentage
Ownership of Common of Shares of
Shares of Stock of Common Common Stock
Name of Selling Common Stock at Offered Stock After Owned After
Stockholders August 31, 1995 For Sale the Offering the Offering
- ------------------- --------------- --------- ------------ ------------
Philip A. Fisher &
Dorothy W. Fisher,
Ttees. The Fisher
1992 Trust
dtd. 6/05/92 44,960 43,760 1,200 -
Donald E. Fisher,
UGMAKY for Camille
Fisher 893 893 - -
Donald E. Fisher,
UGMAKY for Alexandra
Fisher 893 893 - -
Caroline E. Fisher,
Trustee of the
Caroline E. Fisher
Rev. Trust dtd 7/8/92 4,940 4,740 200 *
Carol Nelson 5,000 5,000 - -
Anne Heller Anderson 1,570 1,570 - -
Katherine Heller 3,570 3,570 - -
Leah F. McConnell
1992 Trust, Leah
F. McConnell,
William B. Nystrom
& John A. Mancasola,
Ttees U/A/D 4/15/92 51,200 50,000 1,200 *
Lee W. Salter as
Separate Property 2,500 2,500 - -
Lee W. Salter &
Linder G. Salter
as Community Property 2,500 2,500 - -
Katherine Merrill
Swim Family Living
Trust U/T/A dtd
3/31/75 Katherine
Merrill Swim, Ttee 20,696 19,496 1,200 *
Arnhold and S.
Bleichroeder, Inc.
for the Account of
Frances E. Nelson 30,000 30,000 - -
Brown Brothers
Harriman Trust
Company of Texas
and Robert K. Straus,
Trustees of the
Robert K. Straus U/A
dtd 3/7/91 11,000 11,000 - -
Arnhold and S.
Bleichroeder, Inc.
for the Account of
John Cutrer 25,000 25,000 - -
Arnhold and S.
Bleichroeder, Inc.
for the Account of
Jamie B. Coulter 12,500 12,500 - -
Arnhold and S.
Bleichroeder, Inc.
for the Account of
Frederick Hardy Bowen 11,000 11,000 - -
Amadeus Offshore
Fund, Ltd. 236,500 236,500 - -
Amadeus Fund, LP 38,500 38,500 - -
H. G. Wellington
& Co., Inc. 50,000 50,000 - -
Arnhold and S.
Bleichroeder, Inc.
for the Account of
George
Weiss 100,000 100,000 - -
The Diamond Family
Foundation 30,800 30,800 - -
Patricia Capone 10,000 10,000 - -
Harold Freund 11,000 11,000 - -
Arnhold and S.
Bleichroeder, Inc.
for the Account of
Robert S. Birch 8,000 8,000 - -
Thomas R. Morrison 1,100 1,100 - -
SC Fundamental Value
Fund L.P. 206,000 206,000 - -
SC Fundamental Value
BVI, Ltd. 127,333 127,333 - -
Gary Fuhrman 26,345 26,345 - -
CT&T Talon Fund 25,000 25,000 - -
Kirr Marbach & Co.,
LLC 32,600 10,000 22,600 *
Arnhold and S.
Bleichroeder, Inc. 44,225(1) 44,225(1) - -
Steven Gluckstein 21,750 6,750 15,000 *
Kristina McCormack 7,025(2) 7,025(2) - -
William Bourne 15,300(3) 15,300(3) - -
Larry Ryan
International 3,440 3,440 - -
Core Communications 3,000 3,000 - -
Boris Levit 5,000 5,000 - -
Maxwell Morton 5,000 5,000 - -
Stephen Schanwald 4,000 4,000 - -
Morgan Evan & Company
Inc.(4)(5) 136,411 41,411 96,000 *
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* Less than 1%.
(1) Represents shares of Common Stock underlying outstanding warrants.
(2) Includes 3,025 shares of Common Stock underlying outstanding warrants.
(3) Includes 5,300 shares of Common Stock underlying outstanding warrants.
(4) Includes (i) 131,411 shares underlying outstanding warrants and
(ii) 5,000 shares underlying outstanding options.
(5) Mark J. Lerner, a director of the Company, is the principal stockholder
of this concern.
</TABLE>
The Selling Stockholders, or their pledgees, donees,
transferees or other successors, may sell the Common Stock in any
of three ways: (i) through broker-dealers; (ii) through agents or
(iii) directly to one or more purchasers. The distribution of the
Common Stock may be effected from time to time in one or more
transactions (which may involve crosses or block transactions) (A)
in the over-the-counter market, or (B) in transactions otherwise
than in the over-the-counter market. Any of such transactions may
be effected at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, at negotiated
prices or at fixed prices. The Selling Stockholders may effect
such transactions by selling the Common Stock to or through
broker-dealers, and such broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the Selling
Stockholders and/or commissions from purchasers of the Common Stock
for whom they may act as agent (which discounts, concessions or
commissions will not exceed those customary in the types of
transactions involved). The Selling Stockholders and any
broker-dealers or agents that participate in the distribution of
<PAGE>
the Common Stock might be deemed to be underwriters, and any profit
on the sale of the Common Stock by them and any discounts,
commissions or concessions received by any such broker-dealers or
agents might be deemed to be underwriting discounts and commissions
under the Securities Act.
LEGAL OPINION
The legality of the Common Stock offered hereby will be passed
upon for the Company by Parker Duryee Rosoff & Haft A Professional
Corporation, 529 Fifth Avenue, New York, New York 10017. Jay M.
Haft, of counsel to such Firm and a director of the Company,
beneficially owns 158,946 shares of Common Stock of the Company, as
well as options and warrants to acquire an additional 357,600
shares of such Common Stock. Members of Parker Duryee Rosoff &
Haft, other than Mr. Haft, beneficially own 148,625 shares of
Common Stock of the Company and warrants to acquire an additional
72,667 shares of Common Stock of the Company.
<PAGE>
EXPERTS
The financial statements incorporated in this prospectus by
reference from the Company's Annual Report on Form 10-K/A for the
year ended September 30, 1994 and from the Company's definitive
Proxy Statement dated August 9, 1995 relating to the Acuity Merger
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 the
reports of such firm given upon their authority as experts in
accounting and auditing.
