As filed with the Securities and Exchange Commission on March 5, 1996
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DATAMARINE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2454559
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7030 220th S.W., Mountlake Terrace, WA 98043, (206) 771-2182
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive office)
Peter D. Brown, President
Datamarine International, Inc.
7030 220th S.W.
Mountlake Terrace, WA 98043
Telephone: (206) 771-2182
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copy to:
Anthony J. Medaglia, Jr., P.C.
Hutchins, Wheeler & Dittmar
A Professional Corporation
101 Federal Street
Boston, Massachusetts 02110
(617) 951-6600
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 only in connection
with dividend or interest investment plans, check the following box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Amount maximum maximum Amount of
Title of each class of to be offering price aggregate registration
securities to be registered registered per share (1) offering price (1) fee
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 22,000 shares $9 $198,000 $100
<F1> Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) under the Securities Act of 1933, based
upon the average high and low sales prices of the Company's Common
Stock as quoted on the Nasdaq National Market on March 1, 1996.
</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, as amended, or
until the Registration Statement shall become effective on such date as
the Commission, acting pursuant to said Section 8(a), may determine.
DATAMARINE INTERNATIONAL, INC.
CROSS REFERENCE SHEET
(Pursuant to Item 501 of Regulation S-K Showing the Location in the
Prospectus of the Responses to the
Items of Part I of Form S-3)
<TABLE>
<CAPTION>
Form S-3 Location in
Item No. Prospectus
<C> <S> <C>
1. Forepart of the Registration
statement and Outside
Front Cover Page of Prospectus... Outside Front Cover Page
2. Inside Front and Outside Back
Cover Pages of Prospectus........ Inside Front Cover Page;
Outside Back Cover Page
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Charges.......................... The Company
4. Use of Proceeds.................... Not Applicable
5. Determination of Offering Price.... Not Applicable
6. Dilution........................... Not Applicable
7. Selling Security Holders........... Selling Stockholder
8. Plan of Distribution............... Plan of Distribution
9. Description of Securities to be
Registered....................... Incorporation of
Documents by Reference
10. Interests of Named Experts and
Counsel.......................... Legal Matters; Experts
11. Material Changes................... Not Applicable
12. Incorporation of Certain
Information by Reference......... Incorporation of
Documents by Reference
13. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities.................. Not Applicable
</TABLE>
SUBJECT TO COMPLETION, DATED MARCH 5, 1996
PROSPECTUS
22,000 Shares
DATAMARINE INTERNATIONAL, INC.
Common Stock
This Prospectus relates to shares of Common Stock of the Company
which may be sold by the Selling Stockholder. See "Selling Stockholder."
The Company will not receive any of the proceeds from the sale of shares
by the Selling Stockholder. The Company will pay the expenses of the
offering, estimated at $12,300.
The Common Stock of the Company is traded in the over-the-counter
market and quoted on the Nasdaq National Market under the symbol "DMAR."
On March 4, 1996, the last sale price for the Common Stock, as reported
by Nasdaq was $9 1/4 per share. See "Price Range of Common Stock and
Dividend Policy."
The distribution of the shares of Common Stock offered hereby by the
Selling Stockholder may be effected from time to time in one or more
transactions (which may involve block transactions) on the Nasdaq National
Market or otherwise, in the over-the-counter market, in negotiated
transactions, through the writing of options on shares (whether such
options are listed on an options exchange or otherwise), or a combination
of such methods of sale, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated
prices. The Selling Stockholder may effect such transactions by selling
shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholder and/or purchasers of shares for
whom they may act as agent (which compensation may be in excess of
customary commissions). See "Plan of Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS, ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in
this Prospectus in connection with the offer made by this Prospectus, and,
if given or made, such information or representations must not be relied
upon as having been authorized. This Prospectus does not constitute an
offer or solicitation by anyone in any jurisdiction to any person to whom
it is unlawful to make such offer or solicitation. The delivery of this
Prospectus at any time shall not under any circumstances create an
implication that there has been no change in the affairs of the Company
since the date hereof.
The date of this Prospectus is March __, 1996
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated in and made
a part of this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
September 30, 1995 (which is included in the Company's 1995 Annual Report
to Stockholders, including financial statements and notes thereto, and
certain portions of the Company's definitive Notice and Proxy Statement
for the Company's 1996 Special Meeting in lieu of Annual Meeting of
Stockholders held on March 4, 1996).
(b) The description of the Company's Common Stock included in
registration statements and reports filed under the Exchange Act.
All reports and any definitive proxy or information statements filed
by the Company with the Commission pursuant to Sections 13, 14 and 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the shares offered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or
superceded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated herein by reference modifies or supersedes
such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person, including
any beneficial owner, to whom a copy of this Prospectus is delivered, on
the written or oral request of any such person, a copy of any or all of
the documents incorporated herein by reference (other than exhibits not
specifically incorporated in such documents). Requests for such copies
should be directed to the Vice President and Chief Financial Officer,
Datamarine International, Inc., 7030 220th S.W., Mountlake Terrace,
WA 98043, (telephone number (206) 771-2182).
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports, proxy statements
and other information with the Commission. Such reports, proxy statements
and other information may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, and at the Commission's regional offices at
the Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and 75 Park Place, 14th Floor, New York, New York
10007. Copies of such material may be obtained at prescribed rates from
the public reference facilities of the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549.
Additional information regarding the Company and the shares offered
hereby is contained in the Registration Statement, and exhibits thereto,
filed with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"). For further information regarding the Company and
the shares offered hereby reference is made to the Registration Statement,
and exhibits thereto, which may be inspected without charge at the office
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and
copies thereof may be obtained from the Commission at prescribed rates.
THE COMPANY
Datamarine International, Inc. ("Datamarine" or the "Company"),
founded in 1969, manufactures and sells marine and land mobile radio
communications products and navigation instrumentation. Datamarine sells
land mobile radio communications products through the Company's wholly-
owned subsidiary, SEA, Inc., and sells marine products nationwide through
dealers and wholesalers and in approximately 20 foreign countries through
service-capable distributors.
The Company was organized as a Massachusetts corporation in 1969.
Its principal executive offices are located at 7030 220th S.W.,
Mountlake Terrace, WA 98043, and its telephone number is (206) 771-2182.
PRICE RANGE OF COMMON STOCK
AND DIVIDEND POLICY
The Common Stock of the Company is listed on the Nasdaq National
Market under the symbol DMAR. The following table sets forth for the
fiscal quarter indicated the high and low trading prices of the Common
Stock as reported on Nasdaq.
<TABLE>
<CAPTION>
HIGH LOW
<S> <C> <C>
Fiscal 1993
First Quarter $ 4 3/8 $ 4
Second Quarter 4 3/4 4
Third Quarter 5 4 1/2
Fourth Quarter 4 3 1/2
Fiscal 1994
First Quarter $ 6 1/4 $ 4 1/2
Second Quarter 6 1/4 4
Third Quarter 5 1/2 4 1/2
Fourth Quarter 11 1/2 3 1/4
Fiscal 1995
First Quarter $17 $ 9 1/4
Second Quarter 13 3/8 7 3/4
Third Quarter 11 1/4 8 1/4
Fourth Quarter 9 3/4 7 1/2
Fiscal 1996
First Quarter 11 5 7/8
Second Quarter (through February 29, 1996) 10 7 7/8
</TABLE>
On March 4, 1996, the last reported sale price of the Common
Stock on the Nasdaq National Market was 9 1/4. As of February 13, 1996,
the approximate number of record holders of the Common Stock was 1,000.
The Company has never paid cash dividends on shares of Common Stock
and does not expect to pay dividends in the foreseeable future. The
Company intends to retain all of its available funds for the operation and
expansion of its business.
SELLING STOCKHOLDERS
The following table sets forth certain information regarding
beneficial ownership of the Company's Common Stock by the Selling
Stockholder as of March 4, 1996 and as adjusted to reflect the sale of
shares offered by this Prospectus.
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Prior to Shares Owned After
Offering Offered Offering
Name Number Percent Number Number Percent
<S> <C> <C> <C> <C> <C>
Paul J. Medeiros 22,000 1.7% 22,000 0 0
</TABLE>
PLAN OF DISTRIBUTION
The distribution of the shares of Common Stock offered hereby by the
Selling Stockholder may be effected from time to time in one or more
transactions (which may involve block transactions) on the Nasdaq National
Market or otherwise, in the over-the-counter market, in negotiated
transactions, through the writing of options on shares (whether such
options are listed on an options exchange or otherwise), or a combination
of such methods of sale, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated
prices. The Selling Stockholder may effect such transactions by selling
shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholder and/or purchasers of shares for
whom they may act as agent (which compensation may be in excess of
customary commissions). The Selling Stockholder and broker-dealers that
participate with the Selling Stockholder in the distribution of shares may
be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commission received by them and any profit on the
resale of shares may be deemed to be underwriting compensation.
LEGAL MATTERS
The validity of the Common Stock offered hereby and certain other
legal matters will be passed upon for the Company by Hutchins, Wheeler &
Dittmar, A Professional Corporation, Boston, Massachusetts. Anthony J.
Medaglia, Jr., a shareholder of Hutchins, Wheeler & Dittmar, is the Clerk
of the Company.
EXPERTS
The financial statements and schedules of Datamarine International, Inc.
as of September 30, 1995 and October 1, 1994 and for the years ended
September 30, 1995, October 1, 1994 and October 2, 1993, incorporated by
reference in this Registration Statement, appearing in the Company's 1995
Annual Report on Form 10-K, have been incorporated herein in reliance on the
report of Coopers & Lybrand L.L.P., independent accountants given on the
authority of that firm as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses in connection with the issuance and distribution of the
securities being registered hereby, to be paid by the Company, are
estimated as follows:
<TABLE>
<S> <C>
Registration fee under Securities Act.... $ 100
Legal fees and expenses.................. $ 7,500
Accounting fees and expenses............. $ 3,000
Miscellaneous............................ $ 1,700
Total.................................... $12,300
</TABLE>
Item 15. Indemnification of Directors and Officers
Section 67 of Chapter 156B of the Massachusetts Business Corporation
Law, which is applicable to the Company, provides as follows:
Indemnification of directors, officers, employees and other agents
of a corporation, and persons who serve at its request as directors,
officers, employees or other agents of another organization, or who serve
at its request in any capacity with respect to any employee benefit plan,
may be provided by it to whatever extent shall be specified in or
authorized by (i) the articles of organization or (ii) a by-law adopted by
the stockholders or (iii) a vote adopted by the holders of a majority of
the shares of stock entitled to vote on the election of directors. Except
as the articles of organization or by-laws otherwise require,
indemnification of any persons referred to in the preceding sentence who
are not otherwise require, indemnification of any persons referred to in
the preceding sentence who are not directors of the corporation may be
provided by it to the extent authorized by the directors. Such
indemnification may include payment by the corporation of expenses
incurred in defending a civil or criminal action or proceeding in advance
of the final disposition of such action or proceeding, upon receipt of an
undertaking by the person indemnified to repay such payment if he shall be
adjudicated to be not entitled to indemnification under this Section which
undertaking may be accepted without reference to the financial ability of
such person to make repayment. Any such indemnification may be provided
although the person to be indemnified is no longer an officer, director,
employee or agent of the corporation or of such other organization or no
longer serves with respect to any such employee benefit plan.
No indemnification shall be provided for any person with respect to
any matter as to which he shall have been adjudicated in any proceeding
not to have acted in good faith in the reasonable belief that his action
was in the best interest of the corporation or to the extent that such
matter relates to service with respect to an employee benefit plan, in the
best interests of the participants or beneficiaries of such employee
benefit plan.
The absence of any express provision for indemnification shall not
limit any right of indemnification existing independently of this section.
A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or other
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or other agent of another
organization or with respect to any employee benefit plan, against any
liability incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to
indemnify him against such liability.
In addition, pursuant to its Articles of Organization and By-Laws,
the Company shall indemnify its directors and officers against expenses
(including judgments or amounts paid in settlement) incurred in any
action, civil or criminal, to which any such person is a party by reason
of any alleged act or failure to act in his capacity as such, except as to
a matter as to which such director or officer shall have finally adjudged
not to have acted in good faith in the reasonable belief that his action
was in the best interest of the corporation.
Item 16. Exhibits
<TABLE>
<CAPTION>
Number Description of Exhibit
<C> <S>
5.1 Opinion and consent of Hutchins, Wheeler & Dittmar,
A Professional Corporation.
23.1 Consent of Coopers & Lybrand L.L.P.
24.1 Powers of Attorney (included on Page II-4).
</TABLE>
Item 17. Undertakings
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 prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports fled by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each 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 intitial 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 the purpose of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, 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 Act and is, therefore,
unforceable. 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 Act and
will be governed by the final adjudication of such issue.
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 City of
Boston, Commonwealth of Massachusetts, on the 31st day of January, 1996.
DATAMARINE INTERNATIONAL, INC.
By: /s/ Peter D. Brown
_____________________________
Peter D. Brown, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Peter D. Brown and Geoffrey
Kreiger, and each of them, with the power to act without the other, his
true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or in his name, place and stead,
in any and all capacities to sign any and all amendments or 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 attorney-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
attorney-in-fact and agents or either of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ David M. Brown Director January 31, 1996
- ----------------------
David M. Brown
/s/ Peter D. Brown President (principal executive January 31, 1996
- ---------------------- officer) and Chairman of the
Peter D. Brown Board of Directors
/s/ Geoffrey Kreiger Director January 31, 1996
- ----------------------
Geoffrey Kreiger
/s/ David C. Thompson Director and Principal Financial January 31, 1996
- ---------------------- and Accounting Officer
David C. Thompson
/s/ Dale N. Hatfield Director January 31, 1996
- ----------------------
Dale N. Hatfield
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
<C> <S>
5.1 Opinion of Hutchins, Wheeler & Dittmar,
A Professional Corporation
23.1 Consent of Coopers & Lybrand
24.1 Powers of Attorney (included on Page II-4)
</TABLE>
EXHIBIT 5.1
March 4, 1996
Datamarine International, Inc.
7030 220th S.W.
Mountlake Terrace, WA 98043
Ladies and Gentlemen:
In connection with the proposed registration under the Securities
Act of 1933, as amended, of 22,000 shares of Common Stock, par value $.01
per share of Datamarine International, Inc., a Massachusetts corporation
(the "Company"), proposed to be sold by a certain Selling Stockholder of
the Company, we have examined such corporate records and other documents,
including the Registration Statement on Form S-3 relating to such shares
(the "Registration Statement"), and have reviewed such matters of law as
we have deemed necessary as a basis for the opinion as hereinafter
expressed.
Based upon the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
1. The Company is a corporation validly existing under the laws
of the Commonwealth of Massachusetts.
2. The Company is authorized to issue 3,000,000 shares of common
stock with a par value of $.01 per share.
3. The 22,000 shares of Common stock proposed to be sold by the Selling
Stockholder named in the Registration Statement have been duly
authorized and are validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the captions
in the prospectus constituting a part of the Registration Statement.
Very truly yours,
/s/ Hutchins, Wheeler & Dittmar
Hutchins, Wheeler & Dittmar
A Professional Corporation
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Datamarine International, Inc. on Form S-3 (File No. 33- )
of our report dated December 20, 1995, on our audits of the consolidated
financial statements and financial statement schedules of Datamarine
International, Inc. as of September 30, 1995 and October 1, 1994, and for
the years ended September 30, 1995, October 1, 1994 and October 2, 1993,
which report is included in the Annual Report on Form 10-K.
We also consent to the reference to our Firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Seattle, WA
February 29, 1996
