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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 2000
REGISTRATION NO. 333-
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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 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.
SONNENSCHEIN NATH & ROSENTHAL
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
TEL: (212) 768-6700
FAX: (212) 768-6800
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. [ ]
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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<TABLE>
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par 18,000 shs. (2) $ 11.00 $ 198,000 $ 52.27
value.
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
(2) Represents shares underlying warrants.
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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.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND ITS IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
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SUBJECT TO COMPLETION - PRELIMINARY PROSPECTUS DATED AUGUST 7, 2000
PROSPECTUS
ROBOTIC VISION SYSTEMS, INC.
18,000 SHARES OF COMMON STOCK
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The selling stockholder named on page 9 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 August 4, 2000 was $10 3/16 per
share.
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PLEASE READ THE RISK FACTORS BEGINNING ON PAGE 5 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.
August , 2000
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TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
Prospectus Summary 3
Risk Factors 5
Cautionary Statement Regarding Forward-Looking Statements 8
Selling Stockholder 9
Legal Matters 10
Experts 10
Where You Can Find More Information 11
Incorporation of Certain Documents by Reference 11
</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, Inc. 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.
RECENT DEVELOPMENTS
Our revenues were $63.3 million, $56.7 million and $47.1 million for the
three months ended June 30, 2000, March 31, 2000 and December 31, 1999,
respectively. This represents a sequential increase of 11.5%, from March 31,
2000 to June 30, 2000. Net income was $5.8 million, or $0.14 per share, $3.5
million, or $0.09 per share, and $1.3 million, or $0.04 per share, for the
three months ended June 30, 2000, March 31, 2000 and December 31, 1999,
respectively.
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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,
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$3.5 million and $5.8 million on revenues of $40.3 million, $47.1 million,
$56.7 million and $63.3 million for the three month periods ended September 30,
1999, December 31, 1999, March 31, 2000 and June 30, 2000, respectively, our
continued profitability will depend upon our ability to maintain these
quarterly revenue levels or make reductions in our costs. We can give no
assurance that we will sustain our 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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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 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 $21 1/16. The price of our common
stock has been and likely will continue
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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.
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.
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SELLING STOCKHOLDER
This prospectus relates to our registration, for the account of the
selling stockholder, of 18,000 shares of our common stock underlying certain
warrants. These shares are being registered pursuant to registration rights
granted by us to the selling stockholder in connection with its acquisition of
these warrants.
We believe, based on information supplied by the selling stockholder, that
the selling stockholder has sole voting and investment power with respect to
all shares of common stock which it beneficially owns. 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 COMMON STOCK OWNED AFTER OFFERING
NAME OF ----------------------- OFFERED BY --------------------
SELLING STOCKHOLDER SELLING STOCKHOLDER
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NUMBER NUMBER PERCENT
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<S> <C> <C> <C> <C>
Morgen, Evan & Co., Inc.(1)....... 84,392 18,000 66,392 (2)
</TABLE>
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(1) Mark Lerner, who is one of our directors, is President and a principal
stockholder of Morgen, Evan & Co., Inc.
(2) Denotes less than 1%.
The sale of the selling stockholder's shares may be effected from time to
time in transactions, which may include block transactions by or for the
account of the selling stockholder, in the over-the-counter market or in
negotiated transactions, or through the writing of options on the selling
stockholder's shares, a combination of these methods of sale, or 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 stockholder may effect the transactions by selling its shares
directly to purchasers, through broker-dealers acting as agents for the selling
stockholder, or to broker-dealers who may purchase shares as principals and
thereafter sell the selling stockholder's 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 stockholder may arrange for
other broker-dealers to participate in the resales. The selling stockholder 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 stockholder may also sell shares short and deliver these shares to
close out its short positions. The selling stockholder 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. The selling stockholder may also pledge these shares to a
broker-dealer who, upon a default, may sell or otherwise transfer these shares.
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These broker-dealers, if any, may receive compensation in the form of
discounts, concessions or commissions from the selling stockholder 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 stockholder 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 stockholder that during such time as it may be
engaged in a distribution of the common stock covered by this prospectus it is
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.
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.
There can be no assurance that the selling stockholder 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 Sonnenschein Nath & Rosenthal, 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
schedule incorporated in this prospectus by reference from the Company's 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.
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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.
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
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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
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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 Registration Statement:
<TABLE>
<S> <C>
Filing Fee $ 52
Accounting Fees and Expenses 2,500
Legal Fees and Expenses 2,500
Miscellaneous Expenses 948
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Total $6,000
======
</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.
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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)
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)
5.1 Opinion of Sonnenschein Nath & Rosenthal
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Sonnenschein Nath & Rosenthal (contained in their
opinion included under Exhibit 5.1)
24.1 Power of Attorney (comprises a portion of the signature page to
this registration statement)
</TABLE>
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<TABLE>
<S> <C>
(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.
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
<TABLE>
<S> <C>
(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.
</TABLE>
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(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.
II-3
<PAGE> 18
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 under-signed,
thereunto duly authorized, in the Town of Canton, Commonwealth of
Massachusetts, on August 7, 2000.
ROBOTIC VISION SYSTEMS, INC.
By: /s/ Pat V. Costa
---------------------------------------
Pat V. Costa
Chairman, President & Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Pat V. Costa and Frank D. Edwards, 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.
-----------------------
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 August 7, 2000
------------------------ Officer (Principal Executive Officer)
Pat V. Costa
</TABLE>
II-4
<PAGE> 19
<TABLE>
<S> <C> <C>
/s/ Frank D. Edwards Chief Financial Officer and Treasurer August 7, 2000
------------------------ (Principal Financial and Accounting
Frank D. Edwards Officer)
/s/ Howard Stern Director August 7, 2000
------------------------
Howard Stern
/s/ Frank DiPietro Director August 7, 2000
------------------------
Frank DiPietro
/s/ Jay M. Haft
------------------------
Jay M. Haft Director August 7, 2000
------------------------
Tomas Kohn Director
------------------------
Donald J. Kramer Director
/s/ Robert H. Walker
------------------------
Robert H. Walker Director August 7, 2000
------------------------
Mark J. Lerner Director
</TABLE>
II-5
