<PAGE> 1
As filed with the Securities and Exchange Commission on June 21, 1995
Registration No. 33-85508
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
AMENDMENT NO. 2
FORM S-3
REGISTRATION STATEMENT
Under The Securities Act of 1933
-------------
COMPUTER IDENTICS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
-------------
Massachusetts 04-2443539
(State or Other Jurisdiction (I.R.S. Employer of
Incorporation or Organization) Identification No.)
-------------
5 Shawmut Road
Canton, Massachusetts 02021
(617) 821-0830
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)
-------------
Richard C. Close, President
Computer Identics Corporation
5 Shawmut Road
Canton, Massachusetts 02021
(617) 821-0830
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------
Copy to:
Steven R. London, Esquire
Brown, Rudnick, Freed & Gesmer
One Financial Center
Boston, Massachusetts 02111
(617) 330-9000
-------------
Approximate date of commencement of proposed sale to the public: At any
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/
<TABLE>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
<Caption
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) FEE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value per share 146,000 shares $1.38 $311,880 $107.54
=====================================================================================================================
<FN>
(1) Estimated, pursuant to Rule 457(c) solely for the purpose of determining the registration fee, from the
average of the high and low sales price of $1.38 per share of the Registrant's Common Stock as quoted on the
National Association of Securities Dealers Automated Quotation National Market System on October 21, 1994.
</TABLE>
-------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.
<PAGE> 2
PROSPECTUS
COMPUTER IDENTICS CORPORATION
146,000 Shares of Common Stock
(Par Value $0.10 Per Share)
_________________________
To Be Offered By Several Holders of the Common Stock of
Computer Identics Corporation
_________________________
This Prospectus is being used in connection with the offering from time
to time by certain stockholders of Computer Identics Corporation (the
"Company"), or their respective legatees, heirs or legal representatives (the
"Selling Stockholders") of 146,000 shares of the Company's common stock, par
value $0.10 per share (the "Common Stock"), which have been issued to the
Selling Stockholders pursuant to grants of bonus stock or the exercise of stock
options issued under the Company's 1993 Stock Incentive Plan (the "Plan").
See "SELLING STOCKHOLDERS".
The Common Stock to which this Prospectus relates will be offered
through any of several methods, including ordinary brokerage transactions or
block transactions on the National Association of Securities Dealers'
Automated Quotation National Market System or in the over-the-counter market,
at market prices, or in privately negotiated transactions at prices agreed
upon by the parties. See "PLAN OF DISTRIBUTION".
AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK. SEE "RISK FACTORS".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The closing price of the Registrant's Common Stock, as quoted on the
National Association of Securities Dealers' Automated Quotation National Market
System on June 1, 1995 was $ 2 7/8.
The date of this Prospectus is JUNE __, 1995.
<PAGE> 3
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS
PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING OR SOLICITATION IN
ANY JURISDICTION IN WHICH SUCH OFFERING OR SOLICITATION MAY NOT LAWFULLY BE
MADE.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
<TABLE>
TABLE OF CONTENTS
<S> <C> <C>
Available Information ................. 2
Risk Factors ................. 3
Description of Company ................. 5
Selling Stockholders ................. 5
Plan of Distribution ................. 7
Use of Proceeds ................. 7
Incorporation of Certain
Documents by Reference ................. 7
Indemnification for Securities
Act Liabilities ................. 8
</TABLE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of Sections 13
and 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information filed by the Company
with the Commission may be inspected and copied at the public reference room of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Regional Offices of the Commission located at 7 World Trade Center, Suite 1300,
13th Floor, New York, NY 10048-1102 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, IL 60661-2511, and copies of such material can be
obtained from the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates.
The Common Stock of the Company is quoted on the National Market System
of the National Association of Securities Dealers' Automated Quotation System.
Copies of the reports, proxy statements and other information concerning the
Company can be inspected at the offices of the National Association of
Securities Dealers.
Copies of any report, proxy statement or other document or part thereof
(without exhibits) incorporated by reference in this Prospectus and
Registration Statement will be provided without charge to each person,
including a beneficial owner, to whom a Prospectus is delivered upon the written
or oral request of such person directed to the attention of Jeffrey Weber,
Chief Financial Officer; Computer Identics Corporation, 5 Shawmut Road, Canton,
Massachusetts 02021; telephone no. (617) 821-0830.
- 2 -
<PAGE> 4
RISK FACTORS
HISTORY OF LOSSES
As of December 31, 1994, the Company had an accumulated deficit of
$18,573,000. The Company sustained net losses of $510,000 and $1,026,000 in
fiscal 1994 and 1993, respectively. The Company's losses during 1994 were
attributable primarily to selling, general and administrative expenses rising
more rapidly than revenues. The Company's losses during 1993 were attributable
to, among other things, the recession and economic uncertainty in both the
United States and Western Europe, which resulted in delays or cancellations of
capital investments by customers, and insufficient investment in the Company's
research and development which resulted in an inadequate flow of new products.
In addition, the Company's 1994 and 1993 losses were increased by $469,000 and
$541,000 in expenses, respectively, related to work force reductions. The
$541,000 in expense incurred in 1993 was related to the former President's
severance package. As part of its strategic plan to adapt to present economic
conditions and market demands, the Company is restructuring its current
internal operations, including a reduction in the Company's work force
effected in the second quarter of 1994, increasing its research and
development activities, and attempting to expedite the introduction of new
products to the market. IN 1994, THE COMPANY INTRODUCED THE OMNI CIX, AN
OMNIDIRECTIONAL LASER SCANNER CAPABLE OF SCANNING BAR CODES AT ALL ANGLES FROM
ABOVE A CONVEYOR, AND THE CIPRO 710 AND 715 MINIATURE FIXED POSITION BAR CODE
SCANNERS. IN ADDITION, DURING 1995 THE COMPANY HAS ALREADY INTRODUCED TWO
SIGNIFICANT NEW PRODUCTS; THE CIMAX (TM) 7500, AN INTELLIGENT, FIXED POSITION
LASER SCANNER, AND THE CIMAX 6000, AN OPEN SYSTEMS BASED DATA COLLECTION
TERMINAL. THE COMPANY'S strategic plan is aimed at achieving net savings of
$2,000,000 over the twelve months ending June 30, 1995. Although the Company
believes that it is properly addressing the issues giving rise to the above
losses, there can be no assurances that Company will not incur losses in the
future.
CASH POSITION AND NEEDS
The Company's cash position at December 31, 1994 was $755,000. This
was a decrease of $919,000 from December 31, 1993. If the Company's operations
are not profitable, the Company may not have sufficient working capital to fund
its continuing operations and planned capital expenditures. There can be no
assurance that the Company will be profitable in the future. See "RISK FACTORS
- - History of Losses". With the exception of two relatively small equipment
leases, the Company is free of interest bearing debt. The Company currently
has two bank lines of credit available for an aggregate of $1,150,000. As of
December 31, 1994, there was no outstanding balance under such lines of
credit. In the event the Company were to require additional capital, no
assurance can be given that financing would be available to the Company on
favorable terms, if at all. If additional capital is not available when
needed, the Company's business would be adversely affected.
- 3 -
<PAGE> 5
DEPENDENCE ON KEY PERSONNEL
The success of the Company is dependent to a significant extent on the
services of THOMAS J. CHISHOLM, Vice President of Research and Development of
the Company. There could be a material adverse effect on the Company's results
of operations if MR. CHISHOLM were no longer employed by the Company. There
can be no assurance that the Company would be able to locate an effective new
Vice President of Research and Development in a timely manner in the event that
Mr. Chisholm's employment with the Company terminated. THE COMPANY HAS NOT
IN THE PAST CONTEMPLATED AND IS NOT NOW CONTEMPLATING PURCHASING KEY MAN LIFE
INSURANCE ON MR. CHISHOLM'S LIFE.
POSSIBLE VOLATILITY OF STOCK PRICE
The market price of the Company's Common Stock may be volatile.
Factors such as quarter to quarter variations in the Company's revenues and
earnings and announcements of technological innovations or new products by the
Company's competitors, customers or suppliers could cause the market price of
the Company's Common Stock to fluctuate significantly. In addition, in recent
years the stock markets in general, and the market prices for high technology
companies in particular, have experienced significant volatility, which often
may be unrelated to the operating performance of the affected companies. Such
volatility may, from time to time, adversely affect the market price of the
Company's Common Stock.
TECHNOLOGICAL ADVANCES
The future success of the Company will depend, to a significant extent,
on its ability to develop, manufacture profitably and deliver on a timely
basis, technologically advanced, quality products. The Company's ability to
develop technologically advanced products depends substantially upon its having
profitable operations. There can be no assurance that the Company's operations
will be profitable in the future. See "RISK FACTOR'S - History of Losses".
There can be no assurance that the Company's direct or indirect competitors,
several of which have greater resources than the Company, will not succeed in
developing new technologies or improvements to existing technologies which
would render the Company's technology less competitive or obsolete.
FOREIGN SALES
Foreign Sales accounted for approximately 52%, 57% and 48% of the
Company's revenues for fiscal 1994, 1993 and 1992, respectively. As a result,
a significant portion of the Company's revenues are subject to risks associated
with foreign sales. These risks include United States and foreign regulatory
requirements, currency fluctuations, policy changes, political and economic
instability and difficulties in managing foreign distributors and
representatives. Changes in the value of the United States dollar in relation
to foreign currencies may also adversely affect the Company's sales to foreign
customers. THE COMPANY ENGAGES IN HEDGING TRANSACTIONS FROM TIME TO TIME IN
ORDER TO ATTEMPT TO LESSEN THE RISK OF CURRENCY FLUCTUATIONS. THE COMPANY'S
- 4 -
<PAGE> 6
HEDGING ACTIVITIES HAVE INVOLVED ONLY ENTERING INTO FORWARD CONTRACTS WITH
RESPECT TO FOREIGN CURRENCIES. THE COMPANY HAS NOT ENGAGED IN ANY HEDGING
TRANSACTIONS DURING THE PRECEDING TWELVE MONTH PERIOD.
DESCRIPTION OF THE COMPANY
Founded in 1968, the Company designs, manufactures, markets and
services standard bar code products and systems for the data collection and
material handling/industrial markets. The Company markets its products
in the United States through its direct sales organization and through value
added resellers. As an international organization, the Company and its foreign
subsidiaries have sales and service offices located in Canada, Belgium, France,
Germany and the United Kingdom as well as a network of distributors and systems
integrators in locations throughout the world.
SELLING STOCKHOLDERS
On July 25, 1994, the Company filed a Registration Statement on
Form S-8 (the "Form S-8") to register the shares of Common Stock issuable upon
exercise of options granted under the Plan. The Common Stock being
registered hereunder was issued to the Selling Stockholders prior to the
effective date of the Form S-8, and, consequently, such shares of Common Stock
were not registered on the Form S-8. The purpose of this Prospectus is to
register for resale by the Selling Stockholders the shares of Common Stock
issued to the Selling Stockholders pursuant to the exercise of options granted
under the Plan. The purpose of this Prospectus is to provide the Selling
Stockholders with the same benefits afforded to other recipients of options
under the Plan by virtue of the Form S-8. To the Company's knowledge, none of
the Selling Stockholders has made any arrangements to sell any shares at this
time.
The following table sets forth the name and relationship with the
Company of each Selling Stockholder and the number of shares of Common Stock
that each Selling Stockholder (i) owned of record as of March 31, 1995, (ii)
the maximum number of shares of Common Stock which may be offered for the
account of the Selling Stockholder under this Prospectus and (iii) the amount
and percentage of Common Stock to be owned by the Selling Stockholder after
completion of the offering, assuming the sale of all the Common Stock which may
be offered hereunder.
- 5 -
<PAGE> 7
<TABLE>
<CAPTION>
Maximum
Shares Number of Shares Amount and Percentage
Selling Security Holder's Owned Which May Be of Common Stock
Name & Relationship Offered Owned After
to Company Hereunder the Offering (3)
Amount Percentage
========================================================================================================
<S> <C> <C> <C> <C>
Richard C. Close, 247,500 (1)(2) 96,000 (1)(2) 151,500 1.39%
President and
Chief Executive Officer
- --------------------------------------------------------------------------------------------------------
Jeffrey A. Weber, 70,000 (1)(3) 30,000 (1)(3) 40,000 -0-
Treasurer and
Chief Financial Officer
- --------------------------------------------------------------------------------------------------------
John Shoemaker, 20,000 (1) 20,000 (1) -0- -0-
Former Vice President
- North American Sales
and Marketing
========================================================================================================
<FN>
(1) The foregoing is based upon information provided by the persons described. At May 31, 1995, there
were 10,807,593 shares of Common Stock outstanding. Except as otherwise noted, beneficial
ownership includes sole voting and investment powers.
(2) Includes 100,000 shares of Common Stock subject to immediately exercisable options and 24,000 shares
of Common Stock held by Mr. Close which are subject to forfeiture provisions and resale restrictions.
(3) Includes 40,000 shares of Common Stock subject to options which become exercisable July 11, 1995.
(4) Assumes sale of all shares of Common Stock registered hereunder, although, to the Company's knowledge,
none of the Selling Stockholders has at this time made any arrangements to sell any of the shares of
Common Stock offered hereunder.
</TABLE>
The Company will pay the expenses of registering the shares of Common
Stock being sold hereunder, which are estimated to be $16,407.54.
- 6 -
<PAGE> 8
PLAN OF DISTRIBUTION
Depending upon market conditions and other factors, the Selling
Stockholders may sell any of the shares of Common Stock from time to time.
The price and manner of sale are in the sole discretion of the Selling
Stockholders. The shares of Common Stock may be offered through any of several
methods, such as ordinary brokerage transactions or block transactions through
the National Association of Securities Dealers' Automated Quotation National
Market System, transactions in the over-the-counter market or in privately
negotiated transactions at prices agreed upon by the parties. Neither the
Company nor, to the best of the Company's knowledge, any of the Selling
Stockholders has any agreement, arrangement or understanding with any broker or
dealer with respect to the sale of the Common Stock offered hereby.
USE OF PROCEEDS
The proceeds from the sale of the shares of Common Stock to which this
Prospectus relates will be the property of the Selling Stockholders and will be
utilized by them as they see fit. No part of the proceeds will be received by
the Company.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, which have heretofore been filed by the
Company with the Commission pursuant to the Exchange Act or the Securities Act,
are incorporated herein by reference:
(a) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995;
(b) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
(c) The Company's Proxy Statement with respect to a Special Meeting in
lieu of the Company's Annual Meeting of the Stockholders held on May 10,
1994;
(d) The Company's Current Report on Form 8-K filed with the Commission
on October 31, 1994; and
(e) The description of the common stock, $.10 par value per share, of
the Company ("Common Stock") contained in the Company's Registration
Statement on Form 8-A (File No. 0-11704) filed under the Exchange Act.
In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
hereof and prior to the filing of a post-effective amendment hereto which
indicates that all securities offered herein have been sold or which
deregisters all securities offered herein then remaining unsold, shall be
deemed to be incorporated herein by reference and to be part hereof from the
filing date of such documents.
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<PAGE> 9
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Section 67 of Chapter 156B of the Massachusetts General Laws permits
the indemnification of directors and officers to the extent authorized by the
Articles of Organization or By-Laws of a corporation or by a vote of the
stockholders. Except as otherwise provided by the Articles of Organization or
By-Laws, indemnification of persons who are not directors of a corporation may
be provided to the extent authorized by the directors. No indemnification may
be provided for any person with respect to any matter as to which he/she shall
have been adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that his/her action was not in the best interest of the
corporation.
Article VI of the Company's By-Laws provides in pertinent part that the
Company may indemnify any person who was or is a party or was threatened to be
made a party to any threatened, pending or completed action or suit by or in
the right of the Company to procure a judgment in the Company's favor by
reason of the fact that he is or was serving as a director, officer, employee or
agent of the Company (including an underwriter of its securities) or is
or was serving at the request of the Company as a director, officer, employee
or agent of another corporation or entity, and that the Company may indemnify
such person who was or is a party or was threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director, officer, employee or agent of the Company (including an
underwriter of its securities) or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation or
entity.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the Company's ByLaws, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable.
- 8 -
<PAGE> 10
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
<TABLE>
The following sets forth the expenses expected to be borne by the
Company in connection with the distribution of Common Stock.
<S> <C>
Securities and Exchange Commission Fee $ 107.54
Legal Services....................... $10,000.00
Accounting Services.................. $ 5,000.00
Reproduction Expenses................ $ 300.00
Miscellaneous........................ $ 1,000.00
----------
TOTAL.............................. $16,407.54
</TABLE>
The Selling Stockholders will not pay any of the foregoing expenses.
Item 15. Indemnification of Directors and Officers
Reference is made to the information contained in the Prospectus under
the heading "Disclosure of Commission Position on Indemnification of Directors
and Officers," which information is incorporated herein by reference.
<TABLE>
Item 16. Exhibits
<CAPTION>
Exhibit No. Description of Exhibit
----------- ----------------------
<S> <C>
4.1 Restated Articles of Organization, effective December 21,
1984 (filed as Exhibit 3.5 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1985, and
incorporated herein by reference).
4.1a Amendment to Restated Articles of Organization, effective
May 28, 1987 (filed as Exhibit 3.1a to the Company's
Annual Report on Form 10-K for the year ended December 31,
1987, incorporated herein by reference).
4.2 By-laws of the Company (filed as Exhibit 3.4 to
Registration Statement No. 2-85807, and incorporated
herein by reference).
4.3 Copy of Common Stock certificate (filed as Exhibit 4.1 to
Registration Statement No. 2-85807, and incorporated
herein by reference).
</TABLE>
- 9 -
<PAGE> 11
<TABLE>
<S> <C>
4.4 The Company's 1993 Stock Incentive Plan (filed as Exhibit
A to the Company's Proxy Statement for the May 18, 1993
Shareholders' Meeting, and incorporated herein by reference).
5 Opinion and consent of Sherburne, Powers & Needham, P.C.
as to the legality of the securities being registered.
23.1 Consent of Sherburne, Powers & Needham, P.C. (contained in
their opinion which is filed as Exhibit 5).
23.2 Consent of Deloitte & Touche, LLP
23.3 Consent of Ernst & Young, LLP
24 Power of Attorney (filed as Exhibit 24 to the Company's
Registration Statement on Form S-3, No. 33-85508, and
incorporated herein by reference).
</TABLE>
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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 remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement 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.
(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the
-10-
<PAGE> 12
Company's By-Laws, or otherwise, the Company has been advised that in the
opinion of the 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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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
Company 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.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
- 11 -
<PAGE> 13
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 Amendment No.
2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the town of Canton, Commonwealth
of Massachusetts on June 20, 1995.
COMPUTER IDENTICS CORPORATION
(Registrant)
By: /s/ Richard C. Close
--------------------------------
Richard C. Close (President)
- 12 -
<PAGE> 14
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<CAPTION>
Name Capacity Date
- ---- -------- ----
<S> <C> <C>
/s/ Richard C. Close President and June 20,1995
- -------------------------- Director (Principal
(Richard C. Close) Executive Officer)
Senior Vice June 20, 1995
/s/ Jeffrey A. Weber President of Operations and
- -------------------------- Finance, Treasurer and
(Jeffrey A. Weber) Assistant Clerk (Principal
Financial Officer and Principal
Accounting Officer)
* Director June 20, 1995
- --------------------------
(John M. Hill)
* Director June 20, 1995
- --------------------------
(Richard S. Wilcox)
* Director June 20, 1995
- --------------------------
(Tomas Kohn)
* Director June 20, 1995
- --------------------------
(Jan Smolders)
* By: /s/ Richard C. Close
----------------------------------
Richard C. Close, Attorney-in-Fact
</TABLE>
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<PAGE> 15
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Description of Exhibit Page
- ------- ---------------------- ----
<S> <C> <C>
4.1 Restated Articles of Organization, effective December 21,
1984 (filed as Exhibit 3.5 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1985, and
incorporated herein by reference). **
4.1a Amendment to Restated Articles of Organization, effective
May 28, 1987 (filed as Exhibit 3.1a to the Company's Annual
Report on Form 10-K for the year ended December 31, 1987,
incorporated herein by reference). **
4.2 By-laws of the Company (filed as Exhibit 3.4 to Registration
Statement No. 2-85807, and incorporated herein by reference). **
4.3 Copy of Common Stock certificate (filed as Exhibit 4.1 to
Registration Statement No. 2-85807, and incorporated herein
by reference). **
4.4 The Company's 1993 Stock Incentive Plan (filed as Exhibit A
to the Company's Proxy Statement for the May 18, 1993
Shareholders' Meeting, and incorporated herein by reference). **
5 Opinion of Sherburne, Powers & Needham, P.C. **
23.1 Consent of Sherburne, Powers & Needham, P.C. (contained
in their opinion filed as Exhibit 5) **
23.2 Consent of Deloitte & Touche, LLP *
23.3 Consent of Ernst & Young, LLP *
24 Power of Attorney (filed as Exhibit 24 to the Company's Registration
Statement on Form S-3, No. 33-85508, and incorporated
herein by reference). **
<FN>
** Previously filed
* Transmitted herewith
</TABLE>
- 14 -
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 2 to
Registration Statement No. 33-85508 of Computer Identics Corporation on Form
S-3 of our report dated January 28, 1994, appearing in the Annual Report on Form
10-K of Computer Identics Corporation for the year ended December 31, 1994.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
June 13, 1995
<PAGE> 1
[LOGO] ERNST & YOUNG LLP - 200 Clarendon Street - Phone: 617-266-2000
Boston
Massachusetts 02116-5072
Exhibit 23.3
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-3 No. 33-85508) of Computer Identics Corporation and in the related
Prospectus of our report dated February 2, 1995, with respect to the 1994
consolidated financial statements and schedule of Computer Identics Corporation
included in its Annual Report (Form 10-K) for the year ended December 31, 1994.
/s/ Ernst & Young LLP
Ernst & Young LLP
Boston, Massachusetts
June 13, 1995
