As Filed with the Securities and Exchange Commission on February 16, 1996
Registration No. 333-257
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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EA INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
------------
New Jersey 21-0606484
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
185 Monmouth Parkway
West Long Branch, New Jersey 07764-9989
(908) 229-1100
(Address, including zip code, and
telephone number, including area
code, of registrant's principal
executive offices)
Richard P. Jaffe, Esquire
Mesirov Gelman Jaffe
Cramer & Jamieson
1735 Market Street, 38th Floor
Philadelphia, PA 19103-7598
(215) 994-1046
(Name, address, including
zip code, and telephone number,
including area code, of agent
for service)
---------------------------------------------
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 class of Proposed Maximum Proposed maximum
securities to be offering price per aggregate offering Amount of
registered Amount to be unit (1) price (1) Registration Fee
registered(2)
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<S> <C> <C> <C> <C>
Common Stock 3,614,052 $4.875 $17,618,503.50 $6,076.00
- --------------------------------------------------------------------------------------------------------------------------------
Preferred Stock Purchase Rights 36,140.52 __ __ __
================================================================================================================================
</TABLE>
(1) Determined pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, solely for purposes of calculation of the registration fee.
Based upon the last reported sale on the New York Stock Exchange on
January 15, 1996.
(2) In accordance with Rule 416 under the Securities Act, this Registration
Statement also covers such intermediate number of additional shares of
Common Stock as may become issuable upon the conversion of Notes and
debentures, to prevent dilution resulting from stock splits, stock
dividends or similar transactions, or by reason of changes in the
conversion price of such Notes and debentures in accordance with the
terms thereof.
<PAGE>
Item 16. Exhibits
Exhibit No.
*2.1 Agreement and Plan of Reorganization by and
among Electronic Associates, Inc., Tanon
Manufacturing, Inc., EA Acquisition Corp. and
Joseph R. Spalliero, dated December 12, 1994 was
filed as Exhibit 2 to the Company's Current
Report on Form 8-K (Date of Report: January 4,
1995) and is hereby incorporated herein by
reference.
*2.2 Form of Investment Agreement dated January 16,
1995 by and between Electronic Associates, Inc.
and BarOn Technologies Ltd., was filed as
Exhibit 10.1 to the Company's Current Report on
Form 8-K (Date of Report: January 16, 1995), as
amended, and is hereby incorporated herein by
reference.
*2.3 Form of Stock Purchase Agreement, dated January
10, 1995, between the Company and various
shareholders of BarOn Technologies Ltd., was
filed as Exhibit 10.2 to the Company's Current
Report on Form 8-K (date of report: January 16,
1995), as amended, and is hereby incorporated
herein by reference.
*2.4 Form of Shareholders Agreement, dated January
16, 1995, among the Company, BarOn Technologies
Ltd. and the shareholders of BarOn Technologies
Ltd., was filed as Exhibit 10.3 to the Company's
Current Report on Form 8-K (Date of Report:
January 16, 1995), as amended, and is hereby
incorporated herein by reference.
*2.5 Form of Pre-Incorporation Agreement in
connection with the IAI Joint Venture was filed
as Exhibit 2.1 to the Company's Current Report
on Form 8-K (Date of Report: August 3, 1995) and
is hereby incorporated herein by reference.
*2.6 Form of Joint Venture Agreement in connection
with IAI Joint Venture was filed as Exhibit 2.2
to the Company's Current Report on Form 8-K
(Date of Report: August 3, 1995) and is hereby
incorporated herein by reference.
4.1 Specimen of Common Stock share Certificate was
filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-1, No.
33-81892 and is hereby incorporated by
reference.
4.2 Rights Agreement, dated as of February 10, 1988,
between the Company and Manufacturers Hanover
Trust Company, as Rights Agent, was filed as
Exhibit 1 to the Company's Form 8-A, dated
February 11, 1988, and is hereby incorporated by
reference. (File No. 1-4680)
4.3 Amendment, dated as of October 24, 1990, to the
Rights Agreement, was filed as Exhibit 2 to the
Company's Form 8, dated October 24, 1990, and is
hereby incorporated by reference.
+5 Opinion of Mesirov Gelman Jaffe Cramer &
Jamieson.
+23.1 Consent of Mesirov Gelman Jaffe Cramer &
Jamieson is included in their opinion filed as
Exhibit 5 hereto.
II-3
<PAGE>
23.2 Consent of Arthur Andersen LLP, Independent
Public Accountants of EA Industries, Inc.
+23.3 Consent of KPMG Peat Marwick LLP, Independent
Auditors of Tanon Manufacturing, Inc.
+23.4 Consent of Shilling & Kenyon Inc., Certified
Public Accountants of Tanon Manufacturing, Inc.
+23.5 Consent of Luboshitz, Kasierer & Co., and Yosef
Shimony, Independent Auditors of BarOn
Technologies Ltd.
+23.6 Consent of Arthur Andersen LLP, Independent
Public Accountants of Tanon Manufacturing, Inc.
- -------
* The Company will furnish supplementally to the Commission, upon request,
copies of any Appendices, Schedules and Exhibits to the named Agreement which
are omitted from Exhibit Nos. 2.1 through 2.4.
+ Previously filed.
II-4
<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
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 2 to this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of West Long Branch, New
Jersey on the 16th day of February, 1996.
EA INDUSTRIES, INC.
By: /s/ Joseph R. Spalliero
-------------------------------
Joseph R. Spalliero
(President)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No.2 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- -----
<S> <C> <C>
/s/ Irwin L. Gross Chairman of the Board February 16, 1996
- -------------------------------- (Principal Executive
Irwin L. Gross Officer)
/s/ Joseph R. Spalliero President and Director February 16, 1996
- --------------------------------
Joseph R. Spalliero
/s/ Stanley O. Jester Treasurer and Vice February 16, 1996
- -------------------------------- President, Finance
Stanley O. Jester Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Bruce P. Murray Director February 16, 1996
- -------------------------------------
Bruce P. Murray
/s/ Jules M. Seshens Director February 16, 1996
- --------------------------------
Jules M. Seshens
[Signatures continued on next page]
II-6
<PAGE>
/s/ Seth Joseph Antine Director February 16, 1996
- --------------------------------
Seth Joseph Antine
/s/ David J. Reibstein Director February 16, 1996
- ---------------------------------
David J. Reibstein
/s/ Mark S. Hauser Director February 16, 1996
- --------------------------------
Mark S. Hauser
/s/ William Spier Director February 16, 1996
- --------------------------------
William Spier
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- -------
<S> <C> <C>
*2.1 Agreement and Plan of Reorganization by and Among Electronic Associates, Inc.,
Tanon Manufacturing, Inc., EA Acquisition Corp. and Joseph R. Spalliero, dated
December 12, 1994 was filed as Exhibit 2 to the Company's
Current Report on Form 8-K (Date of Report: January 4, 1995)
and is hereby incorporated herein by reference.
*2.2 Form of Investment Agreement dated January 16, 1995 by and between Electronic
Associates, Inc. and BarOn Technologies Ltd., was filed as
Exhibit 10.1 to the Company's Current Report on Form 8-K
(Date of Report: January 16, 1995), as amended, and is hereby
incorporated herein by reference.
*2.3 Form of Stock Purchase Agreement, dated January 10, 1995, between the Company
and various shareholders of BarOn Technologies Ltd., was
filed as Exhibit 10.2 to the Company's Current Report on Form
8-K (date of report: January 16, 1995), as amended, and is
hereby incorporated herein by reference.
*2.4 Form of Shareholders Agreement, dated January 16, 1995, among the Company, BarOn
Technologies Ltd. and the shareholders of BarOn Technologies
Ltd., was filed as Exhibit 10.3 to the Company's Current
Report on Form 8-K (Date of Report: January 16, 1995), as
amended, and is hereby incorporated herein by reference.
*2.5 Form of Pre-Incorporation Agreement in connection with the IAI Joint Venture was
filed as Exhibit 2.1 to the Company's Current Report on Form
8-K (Date of Report: August 3, 1995) and is hereby
incorporated herein by reference.
*2.6 Form of Joint Venture Agreement in connection with IAI Joint Venture was filed
as Exhibit 2.2 to the Company's Current Report on Form 8-K
(Date of Report: August 3, 1995) and is hereby incorporated
herein by reference.
4.1 Specimen of Common Stock share Certificate was filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-1, No. 33-81892 and is hereby incorporated by reference.
4.2 Rights Agreement, dated as of February 10, 1988, between the Company and
Manufacturers Hanover Trust Company, as Rights Agent, was
filed as Exhibit 1 to the Company's Form 8-A, dated February
11, 1988, and is hereby incorporated by reference. (File No.
1-4680).
4.3 Amendment, dated as of October 24, 1990, to the Rights Agreement, was filed as
Exhibit 2 to the Company's Form 8, dated October 24, 1990,
and is hereby incorporated by reference.
+ 5 Opinion of Mesirov Gelman Jaffe Cramer & Jamieson.
+23.1 Consent of Mesirov Gelman Jaffe Cramer & Jamieson is included in their opinion
filed as Exhibit 5 hereto.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants of Electronic
Associates, Inc.
+23.3 Consent of KPMG Peat Marwick LLP, Independent Auditors of Tanon
Manufacturing, Inc.
+23.4 Consent of Shilling & Kenyon Inc., Certified Public Accountants of Tanon
Manufacturing, Inc.
+23.5 Consent of Luboshitz, Kasierer & Co., and Yosef Shimony, Independent Auditors of
BarOn Technologies Ltd.
+23.6 Consent of Arthur Andersen LLP, Independent Public Accountants of Tanon
Manufacturing, Inc.
</TABLE>
- -------
* The Company will furnish to the Commission, upon request, copies of any
Appendices, Schedules and Exhibits to the named Agreement which are omitted from
Exhibit Nos. 2.1 through 2.4.
+ Previously filed.
<PAGE>
Exhibit 23.2
Consent of Arthur Andersen LLP
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To EA Industries, Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3 Registration Statement of our report dated April 14,
1995 included in EA Industries, Inc.'s (formerly known as Electronic Associates,
Inc.) Form 10-K for the year ended December 31, 1994, as amended by Form
10-K/A dated April 28, 1995 and to all references to our firm included in or
made a part of this registration statement.
/s/ Arthur Andersen LLP
-------------------------
ARTHUR ANDERSEN LLP
Roseland, New Jersey
February 7, 1996
