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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 2000
REGISTRATION NO. 333-86733
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-3
TO
FORM S-1
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 of incorporation) (I.R.S. Employer Identification No.)
5 SHAWMUT ROAD
CANTON, MASSACHUSETTS 02021
(781) 302-2439
(Address and telephone number of registrant's principal executive offices)
PAT V. COSTA
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
ROBOTIC VISION SYSTEMS, INC.
5 SHAWMUT ROAD
CANTON, MASSACHUSETTS 02021
(781) 302-2439
(Name, address and telephone number of agent for service)
Copies of all communications and notices to:
IRA I. ROXLAND, ESQ.
COOPERMAN LEVITT WINIKOFF LESTER & NEWMAN, P.C.
800 THIRD AVENUE
NEW YORK, NEW YORK 10022
TEL: (212) 688-7000
FAX: (212) 755-2839
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement.
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. [ ]
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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. [ ]
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PROSPECTUS
ROBOTIC VISION SYSTEMS, INC.
4,430,225 SHARES OF COMMON STOCK
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The shares covered by this prospectus represent in excess of 12% of our
currently outstanding shares of common stock. The selling stockholders named on
pages 11 and 12 of this prospectus may offer all of these shares for sale. We
will receive none of the proceeds from any of these sales.
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Our common stock is traded on The Nasdaq National Market under the symbol
ROBV. The closing price of our common stock on June 21, 2000 was $18.00 per
share.
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PLEASE READ THE RISK FACTORS BEGINNING ON PAGE 6 OF THIS PROSPECTUS
BEFORE MAKING A DECISION TO INVEST IN OUR SECURITIES.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. It is illegal for any person to tell you
otherwise.
June , 2000
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary ...................................... 3
Risk Factors ............................................ 6
Cautionary Statement Regarding Forward-Looking Statements 10
Use of Proceeds ......................................... 10
Selling Stockholders .................................... 11
Legal Matters ........................................... 14
Experts ................................................. 14
Where You Can Find More Information ..................... 14
Incorporation of Certain Documents by Reference ......... 15
</TABLE>
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by reference to, and
should be read in conjunction with, the more detailed information contained or
incorporated by reference in this prospectus. The discussion of our business in
this prospectus includes the operations of our subsidiaries and the operations
of any companies we acquired, unless we tell you otherwise.
THE COMPANY
Robotic Vision Systems designs, manufactures and markets machine vision,
automatic identification and related products for the semiconductor capital
equipment, electronics, automotive, aerospace, pharmaceutical and other
industries. Founded in 1976, we use advanced technology including vision-enabled
process equipment, high performance optics, lighting and advanced hardware and
software to offer a full range of automation solutions. In 1991, we introduced
the first generation of our current principal product, the lead scanner, a
three-dimensional machine vision system which inspects the physical
characteristics of packaged semiconductors. We believe we currently have the
dominant share of lead scanners used by the semiconductor industry. More
recently, we have become a leader in designing and manufacturing products which
utilize machine vision technology to interpret one and two-dimensional bar
codes.
We operate through two divisions -- the Semiconductor Equipment Group and
the Acuity CiMatrix Division.
- The Semiconductor Equipment Group's primary business is the
design, manufacture and marketing of systems that inspect
assembled chip packages, transfer integrated circuits from one
medium to another and attach solder balls to ball grid array
semiconductors. This group serves the semiconductor capital
equipment market.
- The Acuity CiMatrix Division designs, manufactures and markets two
primary product lines:
- vision systems used in the general purpose machine vision
market for a variety of industrial applications; and
- one-and two-dimensional bar code reading systems and
related products used in the automatic identification and
data collection market to track the manufacture and
distribution of industrial and consumer products.
We were pioneers in the development of machine vision and have
utilized our technology to enter the emerging market for two-dimensional bar
code readers. We developed the technology and own the patents to Data Matrix, a
two-dimensional bar code symbology which can be marked directly onto parts and
components. We placed the Data Matrix symbology into
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the public domain in order to encourage the widespread adoption of this coding
system and the sale of our two-dimensional bar code readers. In addition, we
design and manufacture high-speed bar code scanning equipment for traditional
one-dimensional reading applications such as sorting devices commonly used in
e-commerce infrastructure, logistics, material handling and warehousing
applications.
Our goal is to grow by continuing to work with leaders in each of
our served markets, anticipating their needs and offering them the most advanced
products and technology. To accomplish this objective, we intend to:
- LEVERAGE OUR LEADING POSITION IN SELECTED SEMICONDUCTOR CAPITAL
EQUIPMENT MARKET NICHES;
- FURTHER DEVELOP THE TWO-DIMENSIONAL BAR CODE MARKET AS THE
INVENTOR OF DATA MATRIX SYMBOLOGY; AND
- CAPITALIZE UPON THE CONVERGENCE OF THE MACHINE VISION AND BAR CODE
INDUSTRIES.
By incorporating our expertise in machine vision with our
innovations in bar code technologies, we are uniquely positioned to offer
integrated solutions for a variety of automation needs.
We were incorporated in New York in 1976 and reincorporated in
Delaware in 1977. Our executive offices are located at 5 Shawmut Road, Canton,
Massachusetts 02021. Our telephone number is (781) 302-2439 and our website is
located at www.rvsi.com. The information on our website is not part of this
prospectus.
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THE OFFERING
<TABLE>
<S> <C>
Common stock offered for sale
by the selling stockholders ....................... 4,430,225 shares (1)
Common stock to be outstanding
after offering .................................... 37,628,082 shares (2)
</TABLE>
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(1) Represents the maximum number of shares covered by this prospectus. See
"Selling Stockholders."
(2) This number assumes the issuance of 3,281,324 shares of our common stock
upon the exercise of warrants which were issued in April 1999 and July
1999. Such shares have been registered pursuant to this prospectus. This
number excludes 2,777,778 shares, 717,780 shares, 570,326 shares and
3,877,964 shares of our common stock issuable as of May 8, 2000 upon
exercise of then outstanding prepaid warrants, incentive warrants, other
warrants and options under our stock option plans, respectively. An
additional 2,650,141 shares are reserved for future grants under our
stock option plans.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock
offered by the selling stockholders. If all of the incentive and other warrants,
which relate to the common stock being offered by the selling stockholders, are
exercised, we will receive gross proceeds of $13,308,197. We intend to apply any
net proceeds for working capital and other general corporate purposes.
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RISK FACTORS
Prospective investors should consider carefully the risk factors set
forth below as well as the other information contained or incorporated by
reference in this prospectus prior to making an investment in our common stock.
OUR PRINCIPAL MARKET IS THE HIGHLY CYCLICAL SEMICONDUCTOR INDUSTRY WHICH CAUSES
A CYCLICAL IMPACT ON OUR FINANCIAL RESULTS
We sell capital equipment to companies that design, manufacture,
assemble and test semiconductor devices. The semiconductor industry is highly
cyclical, causing in turn a cyclical impact on our financial results. Any
significant downturn in the markets for our customers' semiconductor devices or
in general economic conditions would likely result in a reduction in demand for
our products and would hurt our business.
Most recently, our revenue and operating results declined in fiscal
years 1998 and 1999 as a result of a sudden and severe downturn in the
semiconductor industry precipitated by a recession in Asian countries and
over-capacity in the semiconductor industry. Downturns in the semiconductor
capital equipment industry have been characterized by diminished product
demand, excess production capacity and accelerated erosion of selling prices.
In the past, we have experienced delays in commitments, delays in collecting
accounts receivable and significant declines in demand for our product during
these downturns, and we cannot be certain that we will be able to maintain or
exceed our current level of sales. Additionally, as a capital equipment
provider, our revenues are driven by the spending patterns of our customers who
often delay expenditures or cancel orders in reaction to variations in their
businesses. Because a high proportion of our costs are fixed, we are limited in
our ability to reduce expenses quickly in response to revenue short-falls. In a
contraction, we may not be able to reduce our significant fixed costs, such as
continued investment in research and development and capital equipment
requirements.
During a downturn, we may experience delays in collecting
receivables, which may impose constraints on our working capital. In addition, a
downturn in industry demand for our products that we are unable to anticipate
may place us in a position of excessive inventories, which would further
constrain cash flow. By way of illustration, we were compelled to reduce our
inventory carrying value by approximately $16.6 million for the fiscal year
ended September 30, 1998 as a consequence of an industry downturn which
unexpectedly began in March 1998.
OUR CONTINUED PROFITABILITY CANNOT BE ASSURED
We incurred net losses of $9.7 million and $40.5 million for the
fiscal years ended September 30, 1999 and 1998, respectively, primarily
attributable to the worldwide downturn in demand for semiconductor capital
equipment which began in March 1998 and continued through the first half of
calendar year 1999. While we reported net income of $287,000, $1.3 million and
$3.5 million on revenues of $40.3 million, $47.1 million and $56.7 million for
the three month
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periods ended September 30, 1999, December 31, 1999 and March 31, 2000,
respectively, our continued profitability will depend upon our ability to
maintain these quarterly revenue levels or make further reductions in our
costs. We can give no assurance that we will return to sustained profitability.
THE MARKET FOR SEMICONDUCTOR CAPITAL EQUIPMENT IS HIGHLY CONCENTRATED
The semiconductor industry is highly concentrated, and a small
number of semiconductor device manufacturers and contract assemblers account for
a substantial portion of purchases of semiconductor capital equipment. Sales to
our ten largest customers accounted for 33.3% of total revenues in fiscal year
1999 and 41.1% in fiscal year 1998. No single customer accounted for more than
10% of revenues in fiscal year 1999. However, Intel Corporation accounted for
20.0% of our revenues in fiscal year 1998. A loss of or decrease in purchases by
one of these customers could materially and adversely affect our sales.
ECONOMIC DIFFICULTIES ENCOUNTERED BY CERTAIN OF OUR FOREIGN CUSTOMERS HAVE
RESULTED IN ORDER CANCELLATIONS AND REDUCED COLLECTIONS OF OUTSTANDING ACCOUNTS
RECEIVABLE
International sales, primarily to Asia and Western Europe, accounted
for approximately 56% and 64% of our revenues for the fiscal years ended
September 30, 1999 and 1998, respectively. In particular, sales to Taiwan, Korea
and other Asian countries accounted for approximately 41% and 54% of our
revenues for the fiscal years ended September 30, 1999 and 1998, respectively.
While our sales in Asia are generally denominated in U.S. dollars, our
international business may be affected by changes in demand resulting from
fluctuations in currency exchange rates, trade restrictions, duties and other
political and economic factors. The recent Asian economic crisis led to
significant order cancellations from customers in Taiwan, Korea, Malaysia and
the Philippines as currency devaluations prevented these customers from
acquiring U.S. dollars at favorable exchange rates, thereby adversely affecting
both our revenue levels and profitability.
DEVELOPMENT OF OUR PRODUCTS REQUIRES SIGNIFICANT LEAD TIME AND WE MAY FAIL TO
CORRECTLY ANTICIPATE THE TECHNICAL NEEDS OF OUR MARKETS
We must anticipate industry trends and develop products in advance
of the commercialization of semiconductor capital equipment. We are required to
make capital investments to develop new products before they are commercially
accepted by our customers. In addition, if we are not successful in developing
enhancements or new generations of products, we may not be able to recover the
costs of these investments or may incur significant losses. If we are not able
to develop new products which meet the needs of our markets, our competitive
position in our industries may be diminished and our relationships with our
customers may be impaired.
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INADEQUATE CASH FLOW AND RESTRICTIONS IN OUR BANKING ARRANGEMENTS MAY IMPEDE OUR
PRODUCTION AND PREVENT US FROM INVESTING SUFFICIENT FUNDS IN RESEARCH AND
DEVELOPMENT
The markets for our products are extremely competitive. Our
near-term competitive position is dependent upon our ability to satisfy orders
received in a timely manner. To do so, we need access to capital to rapidly
increase our production capabilities. Maintaining our long-term competitive
position will require our continued investment in research and product
development. Our ability to make such investment may be limited by our cash flow
availability and by our need to comply with covenants in our banking
arrangements that may limit our production, research and product development
expenditures.
OUR SUCCESS IS DEPENDENT ON OUR ABILITY TO HIRE AND RETAIN QUALIFIED PERSONNEL
Our success depends in large part upon our ability to hire and
retain qualified personnel in technical and managerial positions. We have a
limited number of employment agreements with our technical and managerial
personnel. The market for employees with the combination of skills and
attributes required to carry out our needs is extremely competitive. Our
inability to hire and retain such personnel could adversely affect our growth
and profitability.
THE LARGE NUMBER OF SHARES AVAILABLE FOR FUTURE SALE COULD ADVERSELY AFFECT THE
PRICE OF OUR COMMON STOCK
As of March 31, 2000, options to purchase approximately 3.9 million
shares of our common stock were outstanding. The weighted average exercise price
of such options was $4.93 per share. Warrants to purchase approximately 4.9
million shares of common stock were outstanding as of March 31, 2000. The
weighted exercise price of such warrants was $4.39 per share. In addition, 2.8
million shares of our common stock were issuable upon exercise of the prepaid
warrants at a cost of $3.96 per share as of March 31, 2000. Except for
approximately 327,000 shares, all of the shares underlying these warrants have
been registered for resale.
Future sales of any shares represented by outstanding options and
warrants, or the anticipation of such sales, could adversely affect the market
price of our common stock and could materially impair our future ability to
raise capital through an offering of equity securities. Further, any issuance of
a substantial number of these shares could result in increased volatility in the
price of our common stock.
"SHORT" SALES BY HOLDERS OF PREPAID WARRANTS MAY CAUSE THE MARKET PRICE OF OUR
COMMON STOCK TO GO DOWN
The holders of our prepaid warrants may seek to realize a profit by
selling shares of our common stock "short", i.e., selling shares which they do
not actually own at the time of sale, thereby exerting downward pressure on the
market price of the common stock, with the expectation of being able to buy
shares at a lower price prior to having to deliver such shares to
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the buyer, thereby profiting by the difference between the selling price of the
shares and the anticipated lower purchase price. While the holders assume the
risk of an upward rather than a downward movement in the price of our common
stock at the time they would be required to buy shares to cover their "short"
position, they can contain the extent of their possible losses from such an
upward movement by exercising their prepaid warrants to acquire shares for this
purpose.
OUR STOCK PRICE IS VOLATILE
In the past twelve months, the closing price of our common stock has
ranged from a low of $3 5/16 to a high of $19 1/4 . The price of our common
stock has been and likely will continue to be subject to wide fluctuations in
response to a number of events and factors, such as:
- quarterly variations in operating results;
- differences between our quarterly results of operations and
securities analysts' estimates;
- announcements of technological innovations, new products or
strategic alliances;
- the announcement of the results of existing or new litigation; and
- news reports relating to companies or trends in our markets.
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CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements including
statements regarding, among other items, business strategy, growth strategy and
anticipated trends in our business, which are made pursuant to the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. The words
"believe," "expect" and "anticipate" and similar expressions identify
forward-looking statements, which speak only as of the date the statement is
made. These forward-looking statements are based largely on our expectations and
are subject to a number of risks and uncertainties, some of which cannot be
predicted or quantified and are beyond our control. Future events and actual
results could differ materially from those set forth in, contemplated by, or
underlying the forward-looking statements. Statements in this prospectus,
including those set forth in "Risk Factors," describe factors, among others,
that could contribute to or cause such differences. In light of these risks and
uncertainties, there can be no assurance that the forward-looking information
contained in this prospectus will in fact transpire or prove to be accurate.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock
offered by the selling stockholders. If all of the incentive and other warrants,
which relate to the common stock being offered by the selling stockholders, are
exercised, we will receive gross proceeds of $13,308,197. We intend to apply any
net proceeds for working capital and other general corporate purposes.
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SELLING STOCKHOLDERS
This prospectus relates to our registration, for the account of the
selling stockholders, of an aggregate of 1,148,901 shares of our common stock,
as well as an aggregate of 3,281,324 shares of our common stock underlying
certain of our incentive and other warrants. These shares are being registered
pursuant to registration rights granted by us to the selling stockholders in
April 1999 and July 1999 respectively, in connection with their acquisition of
these shares and warrants.
We believe, based on information supplied by the following persons,
that except as noted, the persons named in this table have sole voting and
investment power with respect to all shares of common stock which they
beneficially own. The last column in this table assumes the sale of all of our
shares offered by this prospectus.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OFFERING OWNED AFTER OFFERING
-------------------------- COMMON STOCK --------------------------------
NAMES OF OFFERED BY SELLING
SELLING STOCKHOLDERS NUMBER (2) STOCKHOLDER NUMBER (3) PERCENT
--------------------------------------- -------------------------- -------------------- ------------------ -----------
<S> <C> <C> <C> <C>
Fisher Capital, Ltd. (1)............... 2,792,790 1,220,000 1,572,790 4.4%
Wingate Capital, Ltd. (1).............. 1,657,810 780,000 877,810 2.5%
Omicron Partners Ltd. ................. 1,421,422 1,115,051 306,371 *
Emergent Capital LP ................... 135,081 135,081 -- --
Pentium Fund .......................... 45,245 45,245 -- --
Goldman Sachs Performance
Partners, LP .......................... 292,694 292,694 -- --
Goldman Sachs Performance Partners
(Offshore), LP ........................ 243,876 243,876 -- --
The Zanett Securities Corporation ..... 13,766 13,766 -- --
HFTP Investment LLC ................... 16,393 16,393 -- --
Parkland Limited ...................... 32,786 32,786 -- --
Halifax Fund Ltd. ..................... 72,727 72,727 -- --
Stephen A. Genatt ..................... 32,786 32,786 -- --
Frederick C. Lake ..................... 16,393 16,393 -- --
Ronald A. Lake ........................ 6,557 6,557 -- --
Bruno Guazzoni ........................ 65,573 65,573 -- --
Claudio M. Guazzoni ................... 233,572 72,161 161,411 *
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C>
David M. McCarthy ..................... 217,179 55,768 161,411 *
Samuel L. Milbank ..................... 117,940 35,034 82,906 *
Pacific Alliance Ltd. ................. 174,484 30,000 144,484 *
Heriot Holdings Ltd. .................. 120,000 15,000 105,000 *
First Union National Bank ............. 66,667 66,667 -- --
Fleet Bank, N.A. ...................... 66,667 66,667 -- --
</TABLE>
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* Denotes less than 1%.
(1) Based on information set forth in Amendment No. 1 of Schedule 13G
filed with the Securities and Exchange Commission on February 11,
2000, Fisher Capital Ltd., Wingate Capital Ltd., Olympus Securities
Ltd. and NP Partners beneficially own, as of May 8, 2000, 2,792,790,
1,657,810, 30,900 and 18,100 of our shares, or an aggregate of
4,499,600 shares, including shares underlying prepaid warrants,
incentive warrants and other warrants currently exercisable and
exercisable within 60 days of May 8, 2000. Each holder of prepaid
warrants is prohibited from exercising such warrants if exercise
would cause the holder and its affiliates to own a number of shares
which, when added to the number of shares of common stock
beneficially owned 60 days prior to the date of such exercise plus
any shares which were acquired during the 60 day period, would be in
excess of 10% of our common stock outstanding immediately following
such exercise. Therefore, the maximum number of shares of our common
stock that can be beneficially owned by Fisher, Wingate, Olympus and
NP Partners in the aggregate is 3,776,862 shares as of May 8, 2000.
Citadel Limited Partnership (an affiliate of Fisher, Wingate,
Olympus and NP Partners) has informed us that Kenneth C. Griffin (an
affiliate of Citadel), Citadel and each of the Citadel entities
disclaims beneficial ownership of the shares of common stock held by
the other Citadel entities. Therefore, the shares represented as
being beneficially owned by Fisher and Wingate do not include shares
owned by each other or the shares owned by Olympus or NP Partners.
(2) Includes shares of common stock underlying the prepaid warrants, the
incentive warrants and the other warrants.
(3) Includes shares of common stock underlying warrants not registered
pursuant to this prospectus.
The sale of the selling stockholders' shares may be effected from
time to time in transactions, which may include block transactions by or for the
account of the selling stockholders, in the over-the-counter market or in
negotiated transactions, or through the writing of options on the selling
stockholders' shares, a combination of these methods of sale, or
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otherwise. Sales may be made at fixed prices which may be changed, at market
prices prevailing at the time of sale, or at negotiated prices.
The selling stockholders may effect the transactions by selling
their shares directly to purchasers, through broker-dealers acting as agents for
the selling stockholders, or to broker-dealers who may purchase shares as
principals and thereafter sell the selling stockholders' shares from time to
time in the over-the-counter market, in negotiated transactions, or otherwise.
In effecting sales, brokers and dealers engaged by the selling stockholders may
arrange for other broker-dealers to participate in the resales. The selling
stockholders may enter into hedging transactions with broker-dealers, and in
connection with these transactions, broker-dealers may engage in short sales of
the shares. The selling stockholders may also sell shares short and deliver
these shares to close out their short positions. Selling stockholders may also
enter into option or other transactions with broker-dealers that involve the
delivery of these shares to the broker-dealers, who may then resell or otherwise
transfer such shares. A selling stockholder may also pledge these shares to a
broker-dealer who, upon a default, may sell or otherwise transfer these shares.
These broker-dealers, if any, may receive compensation in the form
of discounts, concessions or commissions from the selling stockholders and/or
the purchaser for whom such broker-dealers may act as agents or to whom they may
sell as principals or both, which compensation as to a particular broker-dealer
may be in excess of customary commissions.
The selling stockholders and broker-dealers, if any, acting in
connection with these sales might be deemed to be "underwriters" within the
meaning of section 2(11) of the Securities Act. Any commission they receive and
any profit upon the resale of the securities might be deemed to be underwriting
discounts and commissions under the Securities Act.
We have advised the selling stockholders that during such time as
they may be engaged in a distribution of the common stock covered by this
prospectus they are required to comply with Regulation M promulgated under the
Securities Exchange Act. With certain exceptions, Regulation M precludes any
selling stockholder, any affiliated purchasers, and any broker-dealer or other
person who participates in such distribution from bidding for or purchasing, or
attempting to induce any person to bid for or purchase any security which is the
subject of the distribution until the entire distribution is complete.
Regulation M also prohibits any bids or purchases made in order to stabilize the
price of a security in connection with the distribution of that security. All of
the foregoing may affect the marketability of our common stock.
Sales of any shares of common stock by the selling stockholders may
depress the price of the common stock in any market that may develop for the
common stock.
Any securities covered by this prospectus that qualify for sale
pursuant to SEC Rule 144 under the Securities Act may be sold under that Rule
rather than pursuant to this prospectus.
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There can be no assurance that the selling stockholders will sell
any or all of the shares of common stock covered by this prospectus.
LEGAL MATTERS
The validity of the shares of our common stock covered by this
prospectus has been passed upon by Cooperman Levitt Winikoff Lester & Newman,
P.C., New York, New York. Certain members of this firm own shares of our common
stock.
EXPERTS
The consolidated financial statements and the related financial
statement schedules incorporated in this prospectus by reference from the
Robotic Vision Systems, Inc. Annual Report on Form 10-K for the year ended
September 30, 1999 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-3 with the
Securities and Exchange Commission relating to the common stock offered hereby.
This prospectus does not contain all of the information set forth in the
registration statement and the exhibits and schedules to the registration
statement. Statements contained in this prospectus as to the contents of any
contract or other document referred to are not necessarily complete and in each
instance we refer you to the copy of the contract or other document filed as an
exhibit to the registration statement, each such statement being qualified in
all respects by such reference.
For further information with respect to Robotic Vision Systems, Inc.
and the common stock offered by this prospectus, we refer you to the
registration statement, exhibits and schedules. A copy of the registration
statement may be inspected by anyone without charge at the public reference
facilities maintained by the SEC in Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549; the Chicago Regional Office, Suite 1400, 500 West
Madison Street, Citicorp Center, Chicago, Illinois 60661; and the New York
Regional Office, Suite 1300, 7 World Trade Center, New York, New York 10048.
Copies of all or any part of the registration statement may be obtained from the
Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549, upon payment of the prescribed fees. The public may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The registration statement is also available through the SEC's Web site at the
following address: http://www.sec.gov.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference the information we
file with it (File No. 0-8623), which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus and
information we file later with the SEC will automatically update and supersede
this information. We incorporate by reference the documents listed below and any
future filings made by us with the SEC under Sections 13(a), 13(c), 14, or 15(d)
of the Securities Exchange Act of 1934 until the sale of all of the shares of
common stock that are part of this offering. The documents we are incorporating
by reference are as follows:
- our Annual Report on Form 10-K and 10-K/A for the year ended
September 30, 1999;
- our Quarterly Reports on Form 10-Q for the quarters ended December
31, 1999 and March 31, 2000;
- our most recent Proxy Statement, filed on February 22, 2000; and
- the description of our common stock contained in our registration
statement on Form 8-A and in our Current Report on Form 8-K dated
May 20, 1998, including any amendments or reports filed for the
purpose of updating that description.
Any statement contained in a document that is incorporated by
reference will be modified or superseded for all purposes to the extent that a
statement contained in this prospectus (or in any other document that is
subsequently filed with the SEC and incorporated by reference) modifies or is
contrary to that previous statement. Any statement so modified or superseded
will not be deemed a part of this prospectus except as so modified or
superceded.
You may request a copy of these filings at no cost by writing or
telephoning our investor relations department at the following address and
number:
Robotic Vision Systems, Inc.
5 Shawmut Road
Canton, Massachusetts 02021
(781) 302-2439
15
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth various expenses which will be
incurred in connection with this offering as it relates to this Post-Effective
Amendment to this Registration Statement:
<TABLE>
<S> <C>
Accounting Fees and Expenses .......................................... $ 5,000
Legal Fees and Expenses ............................................... 5,000
Miscellaneous Expenses ................................................ 1,000
-----
Total ..................................................... $11,000
======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Except as set forth in this Item 15, there is no statute, charter
provision, by-law, contract or other arrangement under which any controlling
person, director or officer of registrant is insured or indemnified in any
manner against liability which he may incur in his capacity as such.
Article SIXTH of the Restated Certificate of Incorporation of the
registrant provides that registrant shall, to the full extent permitted by
Section 145 of the Delaware General Corporation Law, as amended, from time to
time ("DGCL"), indemnify all persons whom it may indemnify pursuant thereto.
Section 145 of the DGCL grants the registrant the power to indemnify
existing and former directors, officers, employees and agents of the registrant
who are sued or threatened to be sued because they are or were directors,
officers, employees and agents of the registrant.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
<S> <C>
4.1 Specimen certificate representing registrant's common stock (1)
</TABLE>
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<PAGE> 19
<TABLE>
<S> <C>
4.2 Registrant's Restated Certificate of Incorporation (2)
4.3 Amendments to registrant's Restated Certificate of Incorporation of registrant (3)
4.4 Registrant's Bylaws, as amended (4)
4.5 Rights Agreement, dated as of May 14, 1998, between Registrant and American Stock
Transfer & Trust Company (4)
4.6 Form of Prepaid Warrant (5)
4.7 Form of Common Stock Purchase Warrant (6)
5.1 Opinion of Cooperman Levitt Winikoff Lester & Newman, P.C. (7)
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Cooperman Levitt Winikoff Lester & Newman, P.C. (contained in their
opinion included under Exhibit 5.1) (7)
24.1 Power of Attorney (comprises a portion of the signature page to this registration
statement) (7)
</TABLE>
------------
(1) Filed as an exhibit to registrant's registration statement on Form S-3,
File No. 333-94971.
(2) Filed as an exhibit to registrant's registration statement on Form S-4,
File No. 333-08633.
(3) Filed as an exhibit to registrant's registration statement on Form S-1,
File No. 333-76927.
(4) Filed as an exhibit to registrant's current report on Form 8-K dated May
20, 1998.
(5) Filed as an exhibit to registrant's current report on Form 8-K dated
February 24, 1999.
(6) Filed as an exhibit to registrant's current report on Form 8-K dated July
23, 1999.
(7) Previously filed as an exhibit to this Registration Statement.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To include any material information with respect to the plan of
distribution not previously described in the registration statement or
any material change to such information in the registration statement.
(2) That for purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared
effective.
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<PAGE> 20
(3) That for the purpose of determining any liability under 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.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers, and controlling persons of the registrant
pursuant to Item 15 of Part II of the registration statement, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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<PAGE> 21
SIGNATURES
In accordance with 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 of 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 Town of Canton, Commonwealth of Massachusetts, on
June 26, 2000.
ROBOTIC VISION SYSTEMS, INC.
By: /s/ Pat V. Costa
-------------------------------
Pat V. Costa
Chairman, President and
Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933,
this Registration Statement was signed by the following persons in the
capacities and on the dates stated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Pat V. Costa Chairman, President and Chief Executive June 26, 2000
----------------------------------------- Officer (Principal Executive Officer)
Pat V. Costa
/s/ Frank D. Edwards Chief Financial Officer and Treasurer June 26, 2000
----------------------------------------- (Principal Financial and Accounting Officer)
Frank D. Edwards
/s/ Howard Stern Director June 26, 2000
-----------------------------------------
Howard Stern
/s/ Frank DiPietro Director June 26, 2000
----------------------------------------
Frank DiPietro
/s/ Jay M. Haft Director June 26, 2000
----------------------------------------
Jay M. Haft
/s/ Tomas Kohn Director June 26, 2000
----------------------------------------
Tomas Kohn
</TABLE>
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<PAGE> 22
<TABLE>
<S> <C> <C>
/s/ Donald J. Kramer Director June 26, 2000
----------------------------------------
Donald J. Kramer
/s/ Mark J. Lerner Director June 26, 2000
----------------------------------------
Mark J. Lerner
/s/ Robert H. Walker Director June 26, 2000
----------------------------------------
Robert H. Walker
</TABLE>
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