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As filed with the Securities and Exchange Commission on February 22, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ROBOTIC VISION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-2400145
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5 SHAWMUT ROAD
CANTON, MASSACHUSETTS 02021
(781) 821-0830
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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PAT V. COSTA
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
ROBOTIC VISION SYSTEMS, INC.
5 SHAWMUT ROAD
CANTON, MASSACHUSETTS 02021
(781) 821-0830
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
<TABLE>
<CAPTION>
<S> <C>
IRA I. ROXLAND, ESQ. JAY L. BERNSTEIN, ESQ.
JOSEPH H. SCHMITT, ESQ. KATHLEEN L. WERNER, ESQ.
COOPERMAN LEVITT WINIKOFF LESTER & NEWMAN, P.C. CLIFFORD CHANCE ROGERS & WELLS LLP
800 THIRD AVENUE 200 PARK AVENUE
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10166
(212) 688-7000 (212) 878-8000
FAX: (212) 755-2839 FAX: (212) 878-8375
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable 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 in connection with
dividend or interest reinvestment plans, check the following box. [ ]
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If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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. [X] 333-94971
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, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT (1) PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value ......... 8,403 $16.125 $135,498.38 $35.77
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(1)Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely for
the purpose of calculating the registration fee.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The information in the
Registration Statement filed on Form S-3 filed by Robotic Vision Systems, Inc.
with the Securities and Exchange Commission (File No. 333-94971) pursuant to the
Securities Act of 1933, as amended, and declared effective on February 22, 2000
is incorporated by reference into this Registration Statement.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-94971 are incorporated by reference into, and shall be deemed
part of, this Registration Statement, except for the following, which are filed
herewith.
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
5.1 -- Opinion of Cooperman Levitt Winikoff Lester & Newman, P.C.,
including consent
23.1 -- Consent of Deloitte & Touche LLP
23.2 -- Consent of Cooperman Levitt Winikoff Lester & Newman, P.C.
(contained in their opinion included in Exhibit 5.1)
(b) Financial Statement Schedules
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 February 22, 2000.
ROBOTIC VISION SYSTEMS, INC.
By: /s/PAT V. COSTA
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PAT V. COSTA
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/PAT V. COSTA Chairman, President and Chief Executive February 22, 2000
- ------------------------------- Officer (Principal Executive Officer)
PAT V. COSTA
/s/FRANK D. EDWARDS Chief Financial Officer and Treasurer February 22, 2000
- ------------------------------- (Principal Financial and Accounting Officer)
FRANK D. EDWARDS
/s/HOWARD STERN Director February 22, 2000
- -------------------------------
HOWARD STERN
Director
- -------------------------------
FRANK DIPIETRO
/s/JAY M. HAFT Director February 22, 2000
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JAY M. HAFT
Director
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TOMAS KOHN
/s/DONALD J. KRAMER Director February 22, 2000
- -------------------------------
DONALD J. KRAMER
Director
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MARK J. LERNER
/s/ROBERT H. WALKER Director February 22, 2000
- -------------------------------
ROBERT H. WALKER
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
5.1 -- Opinion of Cooperman Levitt Winikoff Lester & Newman, P.C.,
including consent
23.1 -- Consent of Deloitte & Touche LLP
23.2 -- Consent of Cooperman Levitt Winikoff Lester & Newman, P.C.
(contained in their opinion included in Exhibit 5.1)
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EXHIBIT 5.1
[Letterhead of Cooperman Levitt Winikoff Lester & Newman, P.C.]
February 22, 2000
Robotic Vision Systems, Inc.
5 Shawmut Road
Canton, Massachusetts 02021
Re: Registration Statement on Form S-3
Under the Securities Act of 1933, As Amended
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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 the Registration Statement on Form S-3 being filed contemporaneously
herewith by the Company with the Securities and Exchange Commission under Rule
462(b) of the Securities Act of 1933, as amended (the "Registration Statement"),
covering 8,403 shares of common stock, par value $.01 per share, of the Company
(the "Common Shares") being offered for the account of a selling shareholder
upon conversion of accrued interest on a $2,000,000 subordinated convertible
note (the "Convertible Note") held by the selling shareholder (the
"Shareholder's Common Shares").
In that connection, we have examined the Restated 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
Convertible Note and the Shareholder's Common Shares and such other instruments
and documents as we have deemed relevant under the circumstances.
In making the aforesaid examination, 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 Shareholder's Common Shares have been duly and validly
authorized and, when issued upon conversion of the Convertible Note as described
in the Registration Statement, will be duly and validly issued, fully paid and
non-assessable Common Shares.
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We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the prospectus forming a part of the Registration
Statement.
Very truly yours,
COOPERMAN LEVITT WINIKOFF
LESTER & NEWMAN, P.C.
By: /s/ Ira Roxland
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A Member of the Firm
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Robotic Vision Systems, Inc. (the "Company") on Form S-3 of our report dated
December 27, 1999, included and incorporated by reference in this Registration
Statement.
/s/ DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 22, 2000
