<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 1996
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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)
<TABLE>
<S> <C>
DELAWARE 11-2400145
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
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
Tel: (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/
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. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE* OFFERING PRICE* REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $.01 par value.............. 139,037 shs. $19.25 $2,676,462.25 $922.92
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
--------------------------
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)
<TABLE>
<CAPTION>
LOCATION IN REGISTRATION STATEMENT
ITEMS IN FORM S-3 OR HEADING IN PROSPECTUS
- ---------------------------------------------------------------- -----------------------------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus...................... Facing Page of the Registration Statement;
Cross-Reference Sheet; Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages of
Prospectus.......................................... Table of Contents; Available Information;
Incorporation of Certain Documents by Reference
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges........................... The Company
4. Use of Proceeds...................................... Cover Page; Selling Stockholders
5. Determination of Offering Price...................... Cover Page; Selling Stockholders
6. Dilution............................................. *
7. Selling Security Holders............................. Selling Stockholders
8. Plan of Distribution................................. Cover Page; Selling Stockholders
9. Description of Securities to be Registered........... Incorporation of Certain Documents by Reference
10. Interests of Named Experts........................... Legal Opinion; Experts
11. Material Changes..................................... *
12. Incorporation of Certain Information by Reference.... Incorporation of Certain Information by Reference
13. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities...................... *
</TABLE>
- ------------------------
* Not Applicable
<PAGE>
PROSPECTUS
139,037 SHARES
ROBOTIC VISION SYSTEMS, INC.
COMMON STOCK
------------------
This Prospectus relates to 139,037 shares of common stock, par value $0.01
per share (the "Common Stock"), of Robotic Vision 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 June 12, 1996, the closing last sale price of the
Common Stock as reported by the NASDAQ-NM was $19 1/4 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, 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 JUNE , 1996
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
The Company................................................................................................ 1
Available Information...................................................................................... 1
Incorporation of Certain Documents by Reference............................................................ 2
Selling Stockholders....................................................................................... 3
Legal Opinion.............................................................................................. 3
Experts.................................................................................................... 4
</TABLE>
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") produces automated
3-dimensional ("3-D") vision-based systems for inspection and measurement and is
a leader in advanced electro-optical sensor technology.
The Company's core business is its Electronics Division which supplies
inspection equipment to the semiconductor industry. The Company also has an
Aircraft Safety Division which is developing an ice detection product for the
aviation industry. The Electronics Division's LS-Series lead scanning systems
offer automated high-speed 3-D semiconductor package lead inspection with the
added feature of non-contact scanning of the packages in their shipping trays.
The systems use 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.
Acuity Imaging, Inc., which became a wholly-owned subsidiary of the Company
on September 20, 1995, designs, develops, manufactures and supplies machine
vision systems to a diversity of markets.
International Data Matrix, Inc., which became a wholly-owned subsidiary of
the Company on October 23, 1995, markets a line of 2-D Data Matrix-TM- code
readers and is widely recognized in the emerging high density 2-D bar code
segment of the bar code industry.
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
On May 30, 1996, the Company consummated a merger with Northeast Robotics,
Inc., a privately owned company located in New Boston, New Hampshire
("NER"), pursuant to which NER became a wholly owned subsidiary of the Company
(the "NER Merger"). NER markets a line of patented illumination products
to perform reliably in difficult imaging applications involving highly
reflective or uneven surfaces. The NER Merger was structured as a tax-free
reorganization and accounted for as a purchase. As a consequence of the
NER Merger, the Company issued 139,037 shares of its Common Stock to the
Selling Stockholders in exchange for all of the outstanding shares of NER
common stock. See "Selling Stockholders."
On June 11, 1996, the Company announced that it had entered into a Letter of
Intent to consummate a merger transaction pursuant to which the Company would
acquire all of the outstanding capital stock of Computer Identics Corporation
("CIC") for approximately 1,927,000 shares of the Company's Common Stock.
CIC designs, manufactures and services automatic data collection products,
networks, solutions and systems for factory data collection and material
handling/automation applications in manufacturing, warehousing and distribution
environments.
Consummation of the merger transaction is subject to conditions customary
for transactions of this nature, including completion of due diligence,
negotiation of definitive documentation and approval by CIC's stockholders.
There can be no assurances that this merger transaction will be successfully
consummated.
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
<PAGE>
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.
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 and 10-K/A-1 for its fiscal
year ended September 30, 1995 (the "Annual Report");
(b) The Company's Quarterly Reports on Form 10-Q for its fiscal quarters
ended December 31, 1995 and March 31, 1996, respectively;
(c) The Company's Current Report on Form 8-K and 8-K/A-1 dated October 3,
1995, relating to the Company's acquisition by merger of Acuity;
(d) The Company's Current Report on Form 8-K and 8-K/A-1 dated October 23,
1995, relating to the IDM Merger;
(e) The supplemental consolidated financial statements of the Company, and
related notes, comprising a portion of the Company's Registration
Statement on Form S-3 (File No. 333-00195), declared effective on January
25, 1996 (the "Company's January 26, 1996 Registration Statement");
(f) The Company's Current Report on Form 8-K dated June 5, 1996 relating to
the NER merger; and
(g) 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.
2
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
Selling Stockholders, all of whom acquired their respective shares of RVSI
Common Stock pursuant to the terms of that certain Merger Agreement and Plan of
Reorganization dated May 30, 1996 by and between RVSI and NER by which NER
became a wholly owned subsidiary of RVSI. The Selling Stockholders named below
acquired their shares of RVSI Common Stock absent registration under the
Securities Act by reason of the exemption from such registration afforded by the
provisions of Section 4(2) thereof and Regulation D promulgated thereunder. The
Company will receive no proceeds from the sale of the shares by the Selling
Stockholders.
<TABLE>
<CAPTION>
BENEFICIAL
BENEFICIAL OWNERSHIP OF
OWNERSHIP OF SHARES OF PERCENTAGE OF
SHARES OF COMMON NUMBER OF SHARES COMMON STOCK COMMON STOCK
NAME OF SELLING STOCK AT MAY 31, OF COMMON STOCK AFTER THE AFTER THE
STOCKHOLDER 1996 OFFERED FOR SALE OFFERING OFFERING
- -------------------------------------------- ---------------- ----------------- -------------- --------------
<S> <C> <C> <C> <C>
Timothy P. White(1)......................... 122,488 122,488 -- --
Peter J. White, Jr.......................... 7,818 7,818 -- --
J. Marcel Laflamme.......................... 8,731 8,731 -- --
-------- -------- -------------- --------------
139,037 139,037 -- --
-------- -------- -------------- --------------
-------- -------- -------------- --------------
</TABLE>
- ------------------------
(1) Prior to the NER Merger, Mr. White, the founder of NER, was NER's President
and principal stockholder.
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 36,446 shares of Common Stock of
the Company, as well as options to acquire an additional 67,000 shares of
such Common Stock. Members of Parker Duryee Rosoff & Haft, other than Mr. Haft,
beneficially own 170,009 shares of Common Stock of the Company.
3
<PAGE>
EXPERTS
The financial statements of the Company and its consolidated subsidiaries
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended September 30, 1995 and the supplemental financial
statements of the Company and its consolidated subsidiaries incorporated in this
Prospectus by reference from the Company's January 25, 1996 Registration
Statement, as of September 30, 1995 and 1994 and for each of the three years in
the period ended September 30, 1995 except Acuity Imaging, Inc. and subsidiaries
for the years ended September 30, 1995 and December 31, 1994, and except Itran
Corporation for the year ended December 31, 1993, have been audited by Deloitte
& Touche LLP as stated in their reports which are incorporated by reference in
the Registration Statement. The financial statements of Acuity Imaging, Inc. and
subsidiaries and Itran Corporation for the periods indicated above (consolidated
with those of the Company) have been audited by Arthur Andersen LLP as stated in
their reports, which are incorporated by reference. Such financial statements
and supplemental financial statements of the Company and its consolidated
subsidiaries are incorporated by reference in reliance upon the respective
reports of such firms given upon their authority as experts in accounting and
auditing. Both of the foregoing firms are independent auditors.
The financial statements of International Data Matrix, Inc. as of September
30, 1995 and December 31, 1994 and for the nine months ended September 30, 1995
and the year ended December 31, 1994 incorporated in this Prospectus by
reference from the Company's Current Report on Form 8-K/ A-1 dated October 23,
1995, and the financial statements of Acuity Imaging, Inc. (formerly Automatix
Incorporated) as of December 31, 1993 and for each of the two years in the
period ended December 31, 1993 incorporated in this Prospectus by reference from
the Company's Current Report on Form 8-K dated October 3, 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 the reports of such firm given upon their authority as experts in
accounting and auditing. The financial statements of Acuity Imaging, Inc. as of
December 31, 1994 and for the year then ended incorporated in this Prospectus by
reference from the Company's Current Report on Form 8-K dated October 3, 1995
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, which is incorporated herein by
reference and has been so incorporated in reliance upon the authority of said
firm as experts in accounting and auditing.
4
<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:
<TABLE>
<S> <C>
Registration Fee......................................................... $ 922.92
Accounting Fees and Expenses............................................. 2,500.00
Legal Fees and Expenses.................................................. 3,500.00
Printing and Reproduction................................................ 1,500.00
Miscellaneous............................................................ 77.08
---------
Total Expenses....................................................... $8,500.00
---------
---------
</TABLE>
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 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.
II-1
<PAGE>
ITEM 16. EXHIBITS
5 Opinion of Parker Duryee Rosoff & Haft
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Arthur Andersen LLP
23(c) Consent of Parker Duryee Rosoff & Haft (included in Exhibit 5
hereof)
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(2) 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.
(3) 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.
(4) 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.
(5) 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.
II-2
<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 11th day
of June, 1996.
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:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------ -------------------------------------------- -----------------
<C> <S> <C>
/s/ PAT V. COSTA
-------------------------------------- Chairman of the Board, President and June 11, 1996
Pat V. Costa Director (Principal Executive Officer)
/s/ ROBERT H. WALKER Executive Vice President, Secretary/
-------------------------------------- Treasurer and Director (Principal Financial June 11, 1996
Robert H. Walker Officer and Principal Accounting Officer
/s/ HOWARD STERN
-------------------------------------- Senior Vice President and Director June 11, 1996
Howard Stern
-------------------------------------- Director
Donald F. Domnick
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------ -------------------------------------------- -----------------
<C> <S> <C>
/s/ JAY M. HAFT
-------------------------------------- Director June 11, 1996
Jay M. Haft
-------------------------------------- Director
Frank A. DiPietro
-------------------------------------- Director
Mark J. Lerner
-------------------------------------- Director
Donald J. Kramer
</TABLE>
II-4
<PAGE>
EXHIBIT 5
June 11, 1996
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 139,037 shares of common stock, $.01 par
value, of the Company which are being offered for resale by the several persons
whose respective names are set forth under the caption "Selling Stockholders" in
the prospectus comprising a portion of the Registration Statement (collectively,
the "Stock").
In that connection, we have examined the Certificate of Incorporation, as
amended, and the By-Laws of the Company, the Registration Statement, corporate
proceedings of the Company relating to the issuance of the 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 Stock has been duly and validly authorized and is validly
issued, fully paid and non-assessable.
We hereby consent to the use of our opinions 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 Roxland
-----------------------------------
Ira Roxland
A MEMBER OF THE FIRM
<PAGE>
EXHIBIT 23(A)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Robotic Vision Systems, Inc. on Form S-3 of our report dated December 8,
1995, appearing in the Annual Report on Form 10-K for the year ended September
30, 1995, to the incorporation by reference of our report dated December 15,
1995, relating to the supplemental consolidated financial statements of Robotic
Vision Systems, Inc. and subsidiaries as of September 30,1995 and 1994 and for
each of the three years in the period ended September 30, 1995, appearing in
Registration Statement No. 333-00195 on Form S-3, to the incorporation by
reference of our report dated December 15, 1995, relating to the financial
statements of International Data Matrix, Inc. as of September 30, 1995 and
December 31, 1994 and for the nine months ended September 30, 1995 and the year
ended December 31, 1994, appearing in the Current Report on Form 8-K/A-1 dated
October 23, 1995 and to the incorporation by reference of our report dated
February 11, 1994, relating to the financial statements of Acuity Imaging, Inc.
(formerly Automatix Incorporated) as of December 31, 1993 and for each of the
two years in the period ended December 31, 1993, appearing in the Current Report
on Form 8-K dated October 3, 1995.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ DELOITTE & TOUCHE LLP
Jericho, New York
June 11, 1996
<PAGE>
EXHIBIT 23(B)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-3 of our reports dated
November 6, 1995, covering the audited financial statements of Acuity Imaging,
Inc. as of September 30, 1995 and December 31, 1994, and for the years then
ended, and our reports dated February 4, 1994, covering the audited financial
statements of Itran Corporation as of December 31, 1993 and for the year then
ended, included in Robotic Vision Systems, Inc.'s Form 10-K for the year ended
September 30, 1995 and included in Robotic Vision Systems Inc.'s registration
statement on Form S-3 dated January 12, 1996 relating to the International Data
Matrix merger (File No. 333-00195) and to the incorporation by reference of our
report dated February 13, 1995 (except for the matters discussed in Notes 7 and
13, as to which the dates are July 19, 1995 and July 11, 1995, respectively)
included in Robotic Vision Systems, Inc.'s Form 8-K dated October 3, 1995 and to
all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Boston, Massachusetts
June 11, 1996
