<PAGE>
As filed with the Securities and Exchange Commission on July 22, 1996
Registration No. 33-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-----------
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------------
EVANS & SUTHERLAND COMPUTER CORPORATION
(Exact name of registrant as specified in charter)
Utah 87-0278175
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
600 Komas Drive
Salt Lake City, Utah 84108
(801) 588-1000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
James R. Oyler
President and Chief Executive Officer
Evans & Sutherland Computer Corporation
600 Komas Drive
Salt Lake City, Utah 84108
(801) 588-1000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
copy to:
David F. Evans
Snell & Wilmer
111 East Broadway, Suite 900
Salt Lake City, Utah 84111
(801) 237-1900
----------------------
Approximate date of commencement of proposed sale to 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. [_]
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================
Title of each Proposed Proposed
class of Amount maximum maximum Amount of
securities to be to be offering price aggregate registration
registered registered per unit/(1)/ offering price/(1)/ fee/(1)/
- ---------------- ---------- -------------- ------------------- ------------
<S> <C> <C> <C> <C>
Common Stock 59,686 $21.07 $1,257,385 $433.58
=========================================================================================
</TABLE>
<PAGE>
/(1)/ Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities act of 1933. Calculated on
the basis of the average of the high and low prices of the Registrant's
Common Stock on Nasdaq National Market System during the fifteen (15)
business days immediately preceding the 23rd day of July 1996.
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 Section 8(a), may determine.
<PAGE>
PROSPECTUS
EVANS & SUTHERLAND COMPUTER CORPORATION
600 KOMAS DRIVE, SALT LAKE CITY, UTAH 84108
TELEPHONE: (801) 588-1000
59,686 SHARES OF COMMON STOCK
This Prospectus relates to the offer of 59,686 shares (the "Shares") of
common stock, par value $0.20 per share ("Common Stock"), of Evans & Sutherland
Computer Corporation, a Utah corporation (the "Company"). The Company's Common
Stock is listed on the Nasdaq National Market System ("Nasdaq") under the symbol
"ESCC." All Shares are being offered for sale from time to time by the Selling
Shareholders (see caption "Selling Shareholders") or by pledgees, donees,
transferees, or other successors of such Selling Shareholders, on Nasdaq or
otherwise at market prices then prevailing or at negotiated prices then
obtainable. See "Plan of Distribution."
The Company has agreed to pay certain of the expenses of the Selling
Shareholders in each offering of the Shares pursuant to this Prospectus but will
not receive any of the proceeds from the sale of the Shares offered pursuant
hereto by the Selling Shareholders. For further information concerning
offerings of the Shares from time to time hereunder by the Selling Shareholders,
see "Plan of Distribution."
The Selling Shareholders directly or through agents, dealers, or
underwriters designated from time to time may sell the Shares on terms to be
determined at the time of sale. To the extent required, the amount of the Shares
to be sold, the names of the Selling Shareholders, purchase price, public
offering price, the names of any such agent, dealer, or underwriter, and any
applicable commission or discount with respect to a particular offering of the
Shares will be set forth in an accompanying Prospectus Supplement. The aggregate
proceeds to the Selling Shareholders from the sale of the Shares hereunder will
be the purchase price thereof less the aggregate commissions and discounts, if
any, and other expenses of the distribution not borne by the Company. See "Plan
of Distribution."
The purchase of the Shares involves a high degree of risk. Prior to
purchase each prospective investor should consider very carefully the
information presented under the caption "Risk Factors" as well as the other
information set forth in this Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR 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.
The date of this Prospectus is July 22, 1996.
3
<PAGE>
THE REGISTRATION STATEMENT
Evans & Sutherland Computer Corporation (the "Company") has filed with
the Securities and Exchange Commission (the "Commission"), in Washington, D. C.
a Registration Statement under the Securities Act of 1933, as amended (the
"Act") relating to this Prospectus. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the Rules and Regulations of the Commission. For
further information pertaining to the shares hereby offered and to the Company,
reference is made to the Registration Statement, including exhibits filed as
part thereof, copies of which may be obtained from the Public Reference Section
of the Commission, Washington, D. C. 20549 at prescribed rates.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") and in
accordance therewith files reports and other information with the Commission.
Reports, proxy and information statements and other information filed by the
Company can be obtained at prescribed rates from the Public Reference Section of
the Commission, or may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N. W.,
Washington, D. C. 20549, and at the following regional offices of the
Commission: Northeast Regional Office, 7 World Trade Center, Suite 1300, New
York, New York 10048, and Midwest Regional Office, Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661.
The Company's Common Stock is traded on the Nasdaq National Market
Reporting System. Reports, proxy and information statements, and other
information concerning the Company can be inspected at the offices of the
National Association of Securities Dealers, Inc., located at 1735 "K" Street,
N.W., Washington, D. C. 20006.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed by the Company with the
Commission (File No. 0-8771) are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 29, 1995.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996 (the "March 31, 1996 Report").
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14, and 15(d) of the Exchange Act after the filing date of the March 31, 1996
Report and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which de-registers all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the time of filing of
such documents.
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<PAGE>
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
documents which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or so
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus is delivered,
upon the written or oral request of such person, a copy of any or all of the
documents incorporated by reference in this Prospectus (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
into the documents that the Prospectus incorporates). Written or oral requests
for such copies should be directed to Evans & Sutherland Computer Corporation,
Corporate Secretary, 600 Komas Drive, Salt Lake City, Utah 84108, telephone
(801) 588-1000.
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<PAGE>
- --------------------------------------------------------------------------------
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more
detailed information appearing elsewhere or incorporated by reference in
this Prospectus.
Risk Factors
The purchase of the Shares involves a high degree of risk. Prior to
purchase each prospective investor should consider very carefully the
information presented under the caption "Risk Factors" as well as the other
information set forth in this Prospectus.
The Company
Evans & Sutherland Computer Corporation (the "Company") is a Utah
corporation with its principal executive offices at 600 Komas Drive, Salt
Lake City, Utah 84108, telephone number (801) 588-1000.
The Company is in the business of developing, marketing, and
supporting visual simulation computer systems. The Company's current
products are of four basic types: (a) visual systems which create and
display computer images of stored digital models of various real-world
environments that allow real-time interaction within databases that
replicate specific geographic areas or imaginary worlds; (b) graphics
accelerators which are used as a component in high-performance, interactive
graphics display systems for workstations; (c) software systems and
development tools which are used with multi-platform interactive graphics
systems to produce 3D (three dimensional) graphics software and hardware
solutions to a broad customer base; and (d) training systems for flight
management which are used within the commercial aviation training market
for pilot training. See "THE COMPANY."
Securities Offered
Common Stock. . . . . . . . . . . . . . . 59,686 shares
Common Stock Outstanding After
this Offering . . . . . . . . . . . . . . 8,798,625
Use of Proceeds . . . . . . . . . . . . . The Company did not receive
any proceeds from the
issuance of Shares. Instead,
the Shares were issued to
the shareholders (the
"Selling
- --------------------------------------------------------------------------------
1
<PAGE>
- --------------------------------------------------------------------------------
Shareholders") of Terabit
Computer Specialty Co.
("Terabit") in connection
with the acquisition of all
of the assets of Terabit.
The Company will not
receive any of the proceeds
from the sale of the Shares
offered pursuant to this
Prospectus by the Selling
Shareholders.
Nasdaq Symbol. . . . . . . . . . . . . . ESCC
- --------------------------------------------------------------------------------
2
<PAGE>
RISK FACTORS
THE FOLLOWING FACTORS, IN ADDITION TO THE INFORMATION CONTAINED ELSEWHERE
IN THIS PROSPECTUS, SHOULD BE CONSIDERED CAREFULLY IN EVALUATING THE COMPANY AND
ITS BUSINESS BEFORE PURCHASING THE SHARES.
Dependence on Government Contracts
United States Government contracts and prime contractors under government
contracts comprised the largest part of the Company's revenue, accounting for
48% and 45% of the Company's total revenue in 1995 and 1994, respectively. The
Company is currently dependent upon sales to the U.S. Government. The ability
and willingness of the U.S. Government to purchase the Company's products are
affected by factors which impact the operation of the U.S. Government, including
deficit reduction, possible changes in elected and appointed officials, price
and quality of competitive products, and general economic conditions. There can
be no assurance that these factors will not adversely affect the ability and
willingness of U.S. Government and its prime contractors to purchase the
Company's products. The inability or unwillingness of the U.S. Government and
its prime contractors to purchase the Company's products would have a material
adverse impact on the Company's business and results of operations.
Dependence Upon Key Personnel; Management of Growth
The Company's future success depends to a significant degree upon the
continued service of its key technical and senior management personnel. The
Company's future success also depends on its continuing ability to attract and
retain highly qualified technical and managerial personnel. Competition for
such personnel is intense, and there can be no assurance that the Company can
retain its key technical and managerial employees or that it can attract,
assimilate or retain other highly qualified technical and managerial personnel
in the future. The Company has at times experienced difficulty recruiting
qualified personnel with appropriate educational and experience backgrounds. If
the Company is unable to hire the necessary technical personnel, its ability to
develop new and enhanced products could be impaired. The Company's ability to
manage growth successfully will require the Company to continue to improve its
operational, management, and financial systems and controls. Failure to do so
could have a material adverse effect upon the Company's business, operating
results, and financial condition.
Intense Competition
The Company operates in a highly competitive industry characterized by
rapidly changing technology, frequent new product introductions and
enhancements, and evolving industry standards. The primary competitive factors
for the Company's products are performance and price. In targeting a broader
range of users for its products, the Company will experience increasing
competition from other companies within the field. The Company's future success
will depend in large part upon both its ability to retain its current installed
customer base, and
3
<PAGE>
also on its ability to expand its target markets. Competition is likely to
intensify as current competitors expand their product offerings and as new
companies enter the market. Increased competition could result in price
reductions, reduced margins, and loss of market share, all of which could
materially adversely affect the Company. Important competitive factors in the
markets served by the Company include product quality, performance and
reliability, ease of use, technical service and support, and price.
The Company believes that it currently competes favorably with respect to
these factors; however, there can be no assurance that the Company will be able
to compete successfully against current or future competitors or that the
competitive pressures faced by the Company will not materially adversely affect
its business, operating results, and financial condition.
Risks of International Operations
Approximately thirty-nine percent (39%) of the Company's 1995 sales volume
was attributable to sales to customers outside of the United States. The
Company expects that sales to customers outside of the United States will
continue to represent a substantial portion of its revenue. Overseas sales are
denominated in local currencies and accordingly the Company is subject to the
risks associated with fluctuations and currency exchange rates. The Company has
limited experience with hedging activities and cannot assume that such
activities will reduce the Company's currency translation risks. The Company is
also subject to other risks associated with international operations, including
tariff regulations, export license requirements, political and economic
instability, imposition of government controls, and imposition of withholding or
other taxes on the Company's foreign income. Agreements may also be more
difficult to enforce and receivables more difficult to collect through a foreign
country's legal system. In addition, the laws of certain countries protecting
proprietary rights do not protect the Company's products and intellectual
property rights to the same extent as do the laws of the United States.
Potential Fluctuations in Quarterly Results; Seasonality
The Company's quarterly operating results have in the past and may in the
future vary significantly depending upon such factors as market acceptance of
new products and enhanced versions of existing products, the capital expenditure
budgets of its customers and lengthy sales cycles, the timing of new product
introductions of the Company and its competitors, changes in pricing policies by
the Company and its competitors, changes in general economic and competitive
conditions, and fluctuations in foreign currency exchange rates. The Company
has in the past received a significant number of large orders from its
customers. Because of the large dollar value of such orders, the timing of a
relatively small number of such orders can have a material effect on the
Company's revenue. A substantial portion of the Company's expense levels are
fixed, based in part on expectations as to future revenues. Accordingly, if
revenues do not meet expectations in any period, operating results are likely to
be adversely affected.
4
<PAGE>
Technological and Industry Change; Research and Development
The market for the Company's product is characterized by rapid
technological advances, evolving industry standards, changes in customer
requirements, and new products and enhancements. The future success of the
Company will depend largely upon its ability to enhance its current products and
to develop new products that will keep pace with changing technology and
industry standards and that will meet the changing needs of its customers. The
introduction by competitors of products embodying new technologies, the
emergence of new industry standards and customer requirements, or the ability of
a competitor to manufacture competitive products at lower prices could render
existing products obsolete, unmarketable, or no longer competitive. Changes in
customer requirements, could also require significant and rapid change on the
part of the Company's businesses. In addition, delays in the introduction of
new or enhanced products, the failure of such products to gain acceptance, and
problems associated with new product transitions could adversely affect the
Company's operating results.
General Economic Conditions
The Company's operations may, in the future, be subject to substantial
period-to-period fluctuations as a consequence of general economic conditions
affecting the computer and software industry patterns, general domestic and
foreign economic conditions affecting the timing of orders from major customers,
and other factors affecting capital spending. There can be no assurance that
such factors will not have a material adverse effect on the Company's business,
operating results, and financial condition.
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<PAGE>
THE COMPANY
The Company designs, manufactures, markets, and supports a broad range of
interactive computing systems and software for such systems. The Company's
products are widely used for providing simulated visual scenes for training and
engineering design, and for various other modeling and visualization
applications. The Company's goal is to provide systems to generate high-quality
real-time synthetic environments, with such systems including hardware,
software, data bases, and integration.
The principal executive offices of the Company are located at 600 Komas
Drive, Salt Lake City, Utah 84108 and its telephone number is (801) 588-1000.
Products
The Company's current products are of four basic types:
(a) Visual systems which create and display computed images of stored digital
models of various real-world environments that allow real-time interaction
within databases that replicate specific geographic areas or imaginary worlds.
Operators are immersed and interact with the environment by means of an
interface that has typically been integrated in flight training simulators,
weapons training systems, whole-vehicle engineering simulators, digital
planetarium systems, and virtual reality systems for entertainment applications.
These include computer image generators, display systems, modeling tools, and
other software products. Extensive use of custom VLSI design capability in-
house improves performance, reliability, and maintainability of Company
products.
(b) Graphics accelerators which are used as a component in high-performance,
interactive graphics display systems for workstations. These machines allow
users to make line drawings of the edges and vertices of models of 3D (three
dimensional) objects and also to generate shaded images of such models stored in
computer memory. They are useful tools for computer-aided design, analysis,
research, and simulation. These products may be boxes which run alongside
workstations, boards which plug into workstations, or integrated circuits
(chips). They allow users of Digital Equipment Corporation ("DEC"), Hewlett-
Packard ("HP"), International Business Machine ("IBM"), and Sun Microsystems
("Sun") machines to achieve high-performance 3D graphics similar to that
available on other systems in the market, and allow PC-based systems to achieve
the performance of much more expensive workstations.
(c) Software systems and development tools which are used with multi-platform
interactive graphics systems to produce 3D graphics software and hardware
solutions to a broad customer base. Portable Graphics Inc. ("PGI"), a wholly-
owned subsidiary, develops and markets GL-related libraries and toolkits for a
variety of hardware platforms, which allow applications developed in the IRIS GL
and Open GL programming interfaces to run on the industry's leading workstation
platforms.
6
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(d) Training systems for flight management which are used within the commercial
aviation training market for pilot training. Xionix Simulation Inc., a wholly-
owned subsidiary, develops and markets training devices which range from low-end
desktop trainers to more sophisticated free standing flight management systems
trainers.
Significant Customers
Customers accounting for more than 10% of the Company's net sales in 1995
were the U.S. government and Loral Corporation ("Loral"). Sales to the U.S.
government and prime contractors under government contracts were $54.7 million
in 1995 (48% of total sales), $51.4 million in 1994 (45% of total sales), and
$47.1 million in 1993 (33% of total sales). A portion of these sales are
included in sales to Loral. Sales to Loral accounted for $34.3 million in 1995
(30% of total sales), $25.7 million in 1994 (23% of total sales), and $8.2
million in 1993 (6% of total sales).
Competition
Primary competitive factors for the Company's products are performance and
price. The Company must assure that it continues to offer products with the
best performance at a competitive price. In 1995, the Company gained market
share in the sale of simulation products to the government. CAE Electronics,
Ltd. ("CAE"), Lockheed Martin, Silicon Graphics, Inc., and Thomson are the major
competitors in this market. The sale of simulation products in the commercial
market has been slow due to depressed market conditions in the civil airlines
industry. However, conditions are improving and the Company won several
contract awards in 1995. Graphics systems, for use with DEC, HP, IBM, and Sun
workstations, sells into the competitive market for high-performance engineering
workstations. Sale of these products depend on strong OEM partners. Stiff
competition comes from Silicon Graphics, Inc. and products manufactured by the
workstation manufacturers themselves.
International Sales
Sales of products known to be ultimately installed outside the U.S. are
considered international sales by the Company. Sales to foreign end-users were
$44,503,000 in 1995 or 39% of the Company's 1995 sales volume. To take full
advantage of this sales pattern, the Company operated a wholly-owned Foreign
Sales Corporation (FSC) subsidiary through fiscal year 1995, the use of which
resulted in tax benefits in 1995 amounting to approximately $409,000.
Patents
The Company owns a number of patents and is a licensee under several others
which were developed principally at the University of Utah. Several patent
applications are presently pending in the United States, Japan, and several
European countries. The Company is continuing the practice, begun in 1985, of
copyrighting chip masks designed by the Company and has instituted copyright
procedures for these masks in Japan.
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<PAGE>
The Company does not rely on, and is not dependant on, patent ownership for
its competitive position. Rather, the Company relies on its depth of
technological expertise. Were any or all patents held to be invalid, management
believes the Company would not suffer significant damage. However, the Company
actively pursues patents on its new technology.
Seasonality
The Company believes there is no inherent seasonal pattern to its business.
However, sales volume may fluctuate month-to-month or quarter-to-quarter due to
relatively large individual sales and the random nature of customer-established
shipping dates. Although the Company's volume has been skewed toward the fourth
quarter in the past few years, the Company is working diligently to smooth
quarter-to-quarter revenues and expects some success in achieving this goal.
USE OF PROCEEDS
The Company issued the Shares to the Selling Shareholders as part of the
consideration for its acquisition of Terabit. The Shares are now being
registered by the Company for the benefit of the Selling Shareholders and will
be sold from time to time pursuant to this Prospectus by the Selling
Shareholders. The Company will not receive any proceeds from the sale of the
Shares by the Selling Shareholders. See "Selling Shareholders."
SELLING SHAREHOLDERS
The 59,686 Shares offered hereunder are for the account of the Selling
Shareholders identified below. None of the Selling Shareholders had any
position, office or other material relationship with the Company or any of its
predecessors or affiliates during the three years prior to the issuance of the
Shares. Of the individuals listed below, Allen Tanner, Jacob Helland, Dennis
Elkins, Bret Winkler, and Walter Gish are now employed by the Company.
<TABLE>
<CAPTION>
Number of
Name of Security Holder Securities Offered
----------------------- ------------------
<S> <C>
Allen Tanner 38,834
Jacob Helland 4,974
Lorin Bice 4,974
Dennis Elkins 2,487
Bret Winkler 2,487
Kathleen Reeder 956
Walter Gish 3,482
Ann Gish 1,492
</TABLE>
The following table summarizes the Selling Shareholders' security ownership
prior to this offering, and after giving effect to this offering:
8
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Number of Shares
Beneficially Owned Being Registered Number of shares Owned
Name of Security Holder Prior to Offering for Resale After This Offering/1/
- ----------------------- -------- ---------- ----------------------
<S> <C> <C> <C>
Allen Tanner 38,834 38,834 -0-
Jacob Helland 4,974 4,974 -0-
Lorin Bice 4,974 4,974 -0-
Dennis Elkins 2,487 2,487 -0-
Bret Winkler 2,487 2,487 -0-
Kathleen Reeder 956 956 -0-
Walter Gish 3,482 3,482 -0-
Ann Gish 1,492 1,492 -0-
</TABLE>
PLAN OF DISTRIBUTION
The securities offered hereby are to be offered solely through the selling
efforts of the individual Selling Shareholders or their own brokers or dealers,
and the Company has no arrangement, agreement, or understanding with any such
broker or dealer with respect thereto. It is anticipated that customary
brokerage commissions will be paid by the Selling Shareholders upon such sales.
DESCRIPTION OF SECURITIES TO BE REGISTERED
The shares offered pursuant to this Prospectus are shares of Common Stock.
The Company is authorized to issue Thirty Million (30,000,000) shares of
Common Stock, par value $0.20 per share, Five Million (5,000,000) shares of
Class A Preferred Stock, without par value, and Five Million (5,000,000) shares
of Class B Preferred Stock, without par value.
As of March 31, 1996, there are approximately 8,738,939 shares of Common
Stock issued and outstanding held by approximately 933 record holders. There is
no Preferred Stock of either class issued and outstanding.
The following summary of the Company's Common Stock and Preferred Stock is
qualified in its entirety by reference to the Company's Articles of
Incorporation, and all amendments thereto, and the Utah Revised Business
Corporation Act.
- --------------------
/1/Assumes all shares held by such Selling Shareholder acquired as a result
of the Terabit acquisition will be offered and sold.
9
<PAGE>
The holders of Common Stock are entitled to such dividends, if any, as
may be declared by the Board of Directors of the Company at its discretion out
of funds legally available for that purpose, and to participate pro rata in any
distribution of the Company's assets upon liquidation after the payment of all
debts and payment to owners of preferred stock. The holders of Common Stock
have no preemptive or conversion rights, nor are there any redemption or sinking
fund rights with respect to Common Stock. There is no cumulative voting with
respect to the election of directors, which means that the holders of a majority
of the shares can elect all of the directors if they choose to do so, and the
holders of the remaining shares would not be able to elect any directors. The
outstanding shares of Common Stock are validly issued, fully paid, and
nonassessable.
The Company has reserved 300,000 shares of the Class A Preferred Stock
as Series A Junior Preferred Stock under a shareholder rights plan. The
Preferred Stock entitles holders to 100 votes per share and to receive the
greater of $2.00 per share or 100 times the common dividend declared. Upon
voluntary or involuntary liquidation, dissolution, or winding up of the Company,
holders of the preferred stock would be entitled to be paid, to the extent
assets are available for distribution, an amount of $100 per share plus any
accrued and unpaid dividends before payment is made to common stockholders.
In connection with this Preferred Stock, the Company issued one
warrant to each common stockholder that would be exercisable contingent upon
certain conditions and would allow the holder to purchase 1/100th of a preferred
share per warrant. The warrants attached to the shares outstanding on November
30, 1988 and to all new shares issued after that date; the warrants outstanding
at December 29, 1995 and December 30, 1994 are equal to the shares outstanding
of 8,715,320, and 8,552,106, respectively. At December 29, 1995 and December
30, 1994, the warrants were not exercisable, and no shares of preferred stock
have been issued.
EXPERTS
The consolidated financial statements and schedule of Evans &
Sutherland Computer Corporation and subsidiaries as of December 29, 1995 and
December 30, 1994, and for each of the years in the three-year period ended
December 29, 1995, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
Certain legal matters relating to this Prospectus have been passed
upon for the Company by Snell & Wilmer L.L.P., special counsel to the Company.
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No dealer, salesman or other person
has been authorized to give any
information or to make any repre-
sentations other than those contained
in this Prospectus, and, if given or
made, such information or repre-
sentations must not be relied upon as
having been authorized by the Company.
Neither the delivery of this
Prospectus nor any sale made hereunder
shall under any circumstances create
an implication that there has been no
change in the affairs of the Company EVANS &
since the date hereof. This SUTHERLAND
Prospectus does not constitute an offer COMPUTER
or solicitation by anyone in any juris- CORPORATION
diction in which such offer or
solicitation is not authorized or in
which the person making such offer or
solicitation is not qualified to do so
or to anyone to whom it is unlawful to
make such offer or solicitation.
--------------------------------
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<S> <C>
PROSPECTUS SUMMARY............... 1
RISK FACTORS..................... 2
THE COMPANY......................
USE OF PROCEEDS.................. 7
SELLING SHAREHOLDERS............. 7
PLAN OF DISTRIBUTION............. 8
DESCRIPTION OF SECURITIES TO
BE REGISTERED .............. 8
EXPERTS.......................... 8
</TABLE>
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
<TABLE>
<S> <C>
Securities and Exchange Commission initial registration fee $433.58
Legal fees and expenses 8,000.00*
Total $ 8,433.58*
</TABLE>
*Estimated
Item 15. Indemnification of Directors and Officers
The law of Utah permits extensive indemnification of present and former
directors, officers, employees, or agents of a Utah company, whether or not
authority for such indemnification is contained in the indemnifying Company's
articles of incorporation or bylaws. Specific authority for indemnification of
present and former directors and officers, under certain circumstances, is
contained in the Company's Bylaws.
Item 16. List of Exhibits
Exhibit No. Description
----------- -----------
5.1 Opinion of Snell & Wilmer
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Snell & Wilmer (included in Opinion
filed as Exhibit No. 5.1)
24 Power of Attorney (see page II-4)
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 Act;
(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
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<PAGE>
the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, and increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) (S)(S)230.424(b) of this chapter) if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective 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 paragraph (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, or Form F-3 and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed 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 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
Act, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to 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 herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification by the Company for liabilities arising under the Act
may be permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing provisions or otherwise, the Company has been advised
that, in the opinion of the Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
II-2
<PAGE>
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 of 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.
II-3
<PAGE>
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Salt Lake, State of Utah, on the ___ day of July,
1996.
EVANS & SUTHERLAND
COMPUTER CORPORATION
By:
------------------------------
James R. Oyler
President, 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, including a majority of the Company's
Board of Directors. Each person whose signature appears below hereby authorizes
Gary E. Meredith, as attorney-in-fact, to sign in his name and behalf,
individually and in each capacity designated below, and to file any amendments,
including post-effective amendments, to this registration statement.
Signature Title Date
--------- ----- ----
- --------------------- Chairman of the Board of Directors July ___, 1996
Stewart Carrell
- --------------------- Director and President July ___, 1996
James R. Oyler (Chief Executive Officer)
- --------------------- Vice President and Chief July ___, 1996
John T. Lemley Financial Officer
- --------------------- Director July ___, 1996
Henry N. Christiansen
- --------------------- Director July ___, 1996
Peter O. Crisp
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<PAGE>
- --------------------- Director July ___, 1996
Ivan E. Sutherland
- ---------------------- Director July ___, 1996
John E. Warnock
By: /s/
---------------------------
Gary E. Meredith July ___, 1996
Attorney-in-Fact
II-5
<PAGE>
[LETTERHEAD OF SNELL & WILMER LAW OFFICES APPEARS HERE]
Exhibit 5.1
August 1, 1996
EVANS & SUTHERLAND COMPUTER CORPORATION
600 Komas Drive
Salt Lake City, Utah 84108
Ladies and Gentlemen:
Reference is made to your proposed registration and offering of up to
59,686 shares of Common Stock of Evans & Sutherland Computer Corporation, as
contemplated by the prospectus contained in the Registration Statement (the
"Registration Statement") on Form S-3 to be filed by you on July 22, 1996, with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended.
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such corporate records, agreements, and other instruments,
certificates, orders, opinions, correspondence with public officials,
certificates provided by your officers and representatives, and other documents,
as we have deemed necessary or advisable for the purposes of rendering the
opinions set forth herein.
Based on the foregoing, and without further inquiry, it is our opinion that
the 59,686 shares of Common Stock described in the Registration Statement were
validly issued, fully paid and non-assessable at the time of issuance.
Consent is hereby given to the use of this opinion as part of the
Registration Statement referred to above and to the use of our name wherever it
appears in said Registration Statement and the related prospectus.
Very truly yours,
SNELL & WILMER L.L.P.
/s/ Snell & Wilmer L.L.P.
<PAGE>
Exhibit 23.1
The Board of Directors
Evans & Sutherland Computer Corporation
We consent to the use of our report dated February 13, 1996, on the consolidated
financial statements of Evans & Sutherland Computer Corporation and subsidiaries
included in the Company's annual report on Form 10-K for the year ended December
29, 1995, and to the reference to our Firm under the heading "Experts" in the
prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Salt Lake City, Utah
July 31, 1996
