As Filed with the Securities and Exchange Commission on September 18, 1995
Registration No. 33-
----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
ROBOTIC VISION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-2400145
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
425 Rabro Drive East
Hauppauge, New York 11788
(516) 273-9700
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
PAT V. COSTA
President and Chief Executive Officer
Robotic Vision Systems, Inc.
425 Rabro Drive East
Hauppauge, New York 11788
(516) 273-9700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
Copies of all communications and notices to:
IRA I. ROXLAND, Esq.
Parker Duryee Rosoff & Haft
529 Fifth Avenue
New York, New York 10017
(212) 599-0500
FAX: (212) 972-9487
---------------------------
Approximate date of commencement of proposed sale to the public:
At such time after the effective date of this Registration Statement as the
Selling Stockholders shall 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, as amended, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. /x/
<PAGE>
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering./ /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering./ /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box./ /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Maximum Maximum
Each Class of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered Share* Price* Fee
------------- ------------ --------- -------------- ------------
Common Stock, 1,241,151 shs. $21.50 $26,684,746.50 $9,099.50
$.01 par value
--------------
* Estimated solely for purpose of calculating the registration fee pursuant
to Rule 457(c).
</TABLE>
--------------------
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 Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
ROBOTIC VISION SYSTEMS, INC.
(Cross Reference Sheet Pursuant to Item 501 of Regulation S-K)
Location in Registration
Items in Form S-3 Statement or Heading in Prospectus
----------------- ----------------------------------
1. Forepart of the Registration Facing Page of the Registration
Statement and Outside Front Statement; Cross-Reference Sheet;
Cover Page of Prospectus Outside Front Cover Page
2. Inside Front and Outside Table of Contents; Available
Back Cover Pages of Information; Incorporation of Certain
Prospectus Documents by Reference
3. Summary Information, Risk The Company
Factors and Ratio of
Earnings to Fixed Charges
4. Use of Proceeds Cover Page; Selling Stockholders
5. Determination of Offering Cover Page; Selling Stockholders
Price
6. Dilution *
7. Selling Security Holders Selling Stockholders
8. Plan of Distribution Cover Page; Selling Stockholders
9. Description of Securities to Incorporation of Certain Documents
be Registered by Reference
10. Interests of Named Experts Legal Opinion; Experts
and Counsel
11. Material Changes *
12. Incorporation of Certain Incorporation of Certain
Information by Reference Information by Reference
13. Disclosure of Commission *
Position on Indemnification
for Securities Act Liabilities
-----------------
* Not Applicable
<PAGE>
Subject to Completion - September 18, 1995
Prospectus
1,241,151 Shares
ROBOTIC VISION SYSTEMS, INC.
Common Stock
----------------------------
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.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The 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,
<PAGE>
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.
-----------------------------------
The date of this Prospectus is September 18, 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
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 has 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"), pursuant
to which Acuity is 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. Consummation of the Acuity Merger, which is intended
to be completed as a tax-free reorganization and to be accounted
for as a pooling of interests, is subject to conditions which are
customary for transactions of this nature, including approval by
the stockholders of each of the Company and Acuity at meetings of
their respective stockholders, both of which are to be convened on
September 19, 1995. Consequently, consummation of the Acuity Merger
cannot be assured.
The Merger Agreement provides that each then outstanding share
of Acuity's common stock will 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
<PAGE>
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") is
greater than $14.50, then the Exchange Ratio shall be equal to the
quotient of $11.107 divided by the Average Closing Price (provided
that in no event shall the Exchange Ratio be less than 0.555375);
and if the Average Closing Price is less than $10.00, then the
Exchange Ratio shall be equal to the quotient of $7.66 divided by
the Average Closing Price (provided that in no event shall the
Exchange Ratio be more than 0.925626).
The Merger Agreement also provides that (i) options to
purchase shares of Acuity's common stock at various exercise prices
will be converted 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
will be converted into rights to purchase shares of the Company's
Common Stock.
Assuming consummation of the Acuity Merger, the Company will
issue up to a maximum of 2,524,000 shares of its Common Stock as a
consequence of the Acuity Merger.
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
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. 0-12661) 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
for 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 - -
Donald E. Fisher,
UGMAKY for Alexandra
Fisher - 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 - -
Anne Heller Anderson - 1,570 - -
Katherine Heller - 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 - -
Lee W. Salter &
Linder G. Salter
as Community Property - 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 - -
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 - -
Arnhold and S.
Bleichroeder, Inc.
for the Account of
John Cutrer - 25,000 - -
Arnhold and S.
Bleichroeder, Inc.
for the Account of
Jamie B. Coulter - 12,500 - -
Arnhold and S.
Bleichroeder, Inc.
for the Account of
Frederick Hardy Bowen - 11,000 - -
Amadeus Offshore
Fund, Ltd. - 236,500 - -
Amadeus Fund, LP - 38,500 - -
H. G. Wellington
& Co., Inc. - 50,000 - -
Arnhold and S.
Bleichroeder, Inc.
for the Account of
George
Weiss - 100,000 - -
The Diamond Family
Foundation - 30,800 - -
Patricia Capone - 10,000 - -
Harold Freund - 11,000 - -
Arnhold and S.
Bleichroeder, Inc.
for the Account of
Robert S. Birch - 8,000 - -
Thomas R. Morrison - 1,100 - -
SC Fundamental Value
Fund L.P. - 206,000 - -
SC Fundamental Value
BVI, Ltd. - 127,333 - -
Gary Fuhrman - 26,345 - -
CT&T Talon Fund - 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 *
----------
----------------
* 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>
<PAGE>
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 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.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses in
connection with the offering described in the Registration Statement:
Registration Fee. . . . . . . . . . . . . . . . . $9,099.50
Accounting Fees and Expenses. . . . . . . . . . . 2,800.00
Legal Fees and Expenses . . . . . . . . . . . . . 4,000.00
Printing and Reproduction . . . . . . . . . . . . 500.00
Miscellaneous . . . . . . . . . . . . . . . . . . 100.50
----------
Total Expenses . . . . . $16,500.00
----------
----------
Item 15. Indemnification of Directors and Officers
Article SEVENTH of the Certificate of Incorporation of Robotic
Vision Systems, Inc. (the "Registrant") provides with respect to
the indemnification of directors and officers that the Registrant
shall indemnify to the fullest extent permitted by Section 145 of
the Delaware General Corporation Law, as amended from time to time,
each person that such Section grants the Registrant power to
indemnify. Article TENTH of the Certificate of Incorporation of
the Registrant also provides that no director shall be liable to
the corporation or any of its stockholders for monetary damages for
breach of fiduciary duty as a director, except with respect to (1)
a breach of the director's duty of loyalty to the corporation or
its stockholders, (2), acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (3)
liability under Section 174 of the Delaware General Corporation Law
or (4) a transactions from which the director derived an improper
personal benefit, it being the intention of the foregoing provision
to eliminate the ability of the corporation's directors to the
corporation or its stockholders to the fullest extent permitted by
Section 102(b)(7) of Delaware General Corporation Law, as amended
from time to time.
Section 145 of Delaware Corporation Law provides, inter alia,
that to the extent a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding, whether civil, criminal,
administrative or investigative or in defense of any claim, issue,
or matter therein (hereinafter, a "Proceeding"), by reason of the
fact that he is or was a director, officer, employee or agent of a
corporation or is or was serving at the request of such corporation
as a director, officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise
(collectively an "Agent" of the corporation), he shall be
<PAGE>
indemnified against expenses (including attorney's fees) actually
and reasonably incurred by him in connection therewith.
Section 145 also provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to
any threatened Proceeding by reason of the fact that he is or was
an Agent of the corporation, against expenses (including attorney's
fees) judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with 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
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful; provided, however, that in an action by or in the right
of the corporation, the corporation may not indemnify such person
in respect of any claim, issue, or matter as to which he is
adjudged to be liable to the corporation unless, and only to the
extent that, the Court of Chancery or the court in which such
proceeding was brought determines that, despite the adjudication of
liability but in view of all the circumstances of the case, such
person is reasonably entitled to indemnity.
Item 16. Exhibits
5 Opinion of Parker Duryee Rosoff & Haft
23(a) Consent of Deloitte & Touche
23(b) Consent of Parker Duryee Rosoff & Haft (included in
Exhibit 5 hereof)
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) That for the purpose of determining any liability under
the Securities Act of 1933, as amended (the "Securities Act"), each
post-effective amendment that contains a form of prospectus 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.
(2) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement 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.
(3) To remove from registration any means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering;
<PAGE>
(4) That, for purposes of determining any liability under the
Securities Act, each filing of Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (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 Registrant pursuant to Item 15 of this Part
II to the Registration Statement, or otherwise, 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 Registrant of expenses
incurred or paid by a director, officer or controlling person of
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,
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 the public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
<PAGE>
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 Village of Hauppauge, and
State of New York, on the 15th day of September, 1995.
ROBOTIC VISION SYSTEMS, INC.
By:/s/Pat V. Costa
---------------
Pat V. Costa
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Pat V. Costa and Robert H. Walker,
and each of them, with full power to act without the other, 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 any and all amendments (including post-effective
amendments) to this Registration Statement, 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 or 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 attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
--------------------------
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
Signature Title Date
Chairman of the
Board, President
and Director
(Principal
/s/Pat V. Costa Executive Officer) September 15, 1995
---------------
Pat V. Costa
Executive Vice
President, Secretary/
Treasurer and
Director (Principal
Financial Officer
and Principal Accounting
/s/Robert H. Walker Officer) September 15, 1995
-------------------
Robert H. Walker
Senior Vice President
/s/Howard Stern and Director September 15, 1995
----------------
Howard Stern
Director
-----------------
Donald F. Domnick
/s/Jay M. Haft Director September 15, 1995
---------------
Jay M. Haft
Director
-----------------
Frank A. DiPietro
Director
---------------
Mark J. Lerner
[ LETTERHEAD OF PARKER DURYEE ROSOFF & HAFT
A PROESSIONAL CORPORATION ]
September 15, 1995
Robotic Vision Systems, Inc.
425 Rabro Drive East
Hauppauge, New York 11788
Re: Registration Statement on Form S-3
Under the Securities Act of 1933
Ladies and Gentlemen:
In our capacity as counsel to Robotic Vision Systems, Inc., a
Delaware corporation (the "Company"), we have been asked to render
this opinion in connection with a Registration Statement on Form S-3,
being filed contemporaneously herewith by the Company with the
Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Registration Statement"), covering an
aggregate of 1,241,151 shares of Common Stock, $.01 par value (the
"Common Stock"), which have been included in the Registration
Statement for the respective accounts of the several persons
identified in the Registration Statement as Selling Stockholders.
In that connection, we have examined the Certificate of
Incorporation and the By-Laws of the Company, both as amended to
date, the Registration Statement, corporate proceedings of the
Company relating to the issuance of the Common Stock and such other
instruments and documents as we have deemed relevant under the
circumstances.
In making the aforesaid examinations, we have assumed the
genuineness of all signatures and the conformity to original
documents of all copies furnished to us as original or photostatic
copies. We have also assumed that the corporate records furnished
to us by the Company include all corporate proceedings taken by the
Company to date.
Based upon and subject to the foregoing, we are of the opinion
that:
(1) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws
of the State of Delaware.
(2) The Common Stock has been duly and validly authorized and
issued and is fully paid and non-assessable.
We hereby consent to the use of our opinion as herein set
forth as an exhibit to the Registration Statement and to the use of
our name under the caption "Legal Opinion" in the prospectus
forming a part of the Registration Statement.
Very truly yours,
PARKER DURYEE ROSOFF & HAFT
By: /s/Ira I. Roxland
---------------------
A Member of the Firm
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to incorporation by reference in this Registration Statement of
Robotic Vision Systems, Inc. on Form S-3 of our reports dated December 14,
1994, appearing in the Annual Report in Form 10K/A of Robotic Vision
Systems, Inc. for the year ended September 30, 1994 and in the Company's
definitive Proxy Statement dated August 9, 1995 relating to the Acuity Merger
and to the reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
/s/Deloitte & Touche LLP
Jericho, New York
September 14, 1995
