April 1, 1996
BY EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, D.C. 20549
Re: Electromagnetic Sciences, Inc., Amendment No. 1 to
Registration Statement on Form S-3, No. 333-1323
Gentlemen:
Transmitted herewith is Amendment No 1 to the referenced
Registration Statement of Electromagnetic Sciences, Inc. (the
"Company"). Under separate cover to the Staff, we are also
forwarding the Company's request to accelerate effectiveness of
this Registration Statement to April 4, 1996.
Any questions concerning this filing should be directed to the
undersigned.
Very truly yours,
ELECTROMAGNETIC SCIENCES, INC.
/s/ William S. Jacobs
William S. Jacobs
Vice President and General Counsel
As filed with the Securities and Exchange Commission on April 1,
1996
Registration No. 333-1323
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
Form S-3
Registration Statement Under The Securities Act of 1993
ELECTROMAGNETIC SCIENCES, INC.
(Exact name of registrant as specified in its governing
instrument)
Georgia 58-1035424
(State or other jurisdiction of I.R.S.Employer Identi-
incorporation or orgnaization) fication No.)
660 Engineering Drive
Technology Park/Atlanta
Norcross, Georgia 30092
(770) 448-5770
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
William S. Jacobs, General Counsel
660 Engineering Drive
Technology Park/Atlanta
Norcross, Georgia 30092
(770) 448-5770
(Name, address, including zip code, and
telephone number, including area code,
of Agent for Service)
Approximate date of commencement of proposed sale to the
public: As soon as practicable after effectiveness 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
being 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
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
shares to to be price offering registration
be reported registered per unit (1) price (1) fee
Common 457,052
Stock shares $12.375 (2) $5,656,019 $1,950.35 (3)
(1) Estimated solely for the purposes of calculating the
registration fee.
(2) Pursuant to Rule 457(c), based on the average of the high and
low sales prices for the Common Stock on February 23, 1996,
as reported by NASDAQ.
(3) Previously paid.
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.
PROSPECTUS
457,502 Shares
ELECTROMAGNETIC SCIENCES, INC.
Common Stock
The 457,502 shares of Common Stock, $.10 par value (the
"Common Stock"), of Electromagnetic Sciences, Inc. (the
"Company") to which this Prospectus relates are offered for the
account of certain persons (collectively, the "Selling
Shareholders") identified in this Prospectus under the heading
"SELLING SHAREHOLDERS."
Sales pursuant to this Prospectus may be effected by the
Selling Shareholders from time to time in ordinary brokers'
transactions or in transactions with any market maker with
respect to the Common Stock at such prices and on such terms as
may then be obtainable. The Company will receive no part of the
proceeds of any such sales.
The Common Stock is traded in the NASDAQ National Market
System. On April 1, 1996, the closing sales price for the Common
Stock, as reported on NASDAQ, was $12.125.
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 date of this Prospectus is April 4, 1996
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities and 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. Such reports, proxy statements, and other
information can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C., and at the Commission's Regional
Offices in New York (7 World Trade Center, Suite 1300, New York,
New York 10048), and Chicago (Citicorp Center, 500 West Madison
St., Suite 1400, Chicago, Illinois 60661), and copies of such
materials can be obtained at prescribed rates from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Company's proxy statement and reports
on Forms 10-K, 10-Q and 8-K for periods after June 30, 1994, are
also available on the Commission's EDGAR electronic data system.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission
are hereby incorporated in this Prospectus by reference as of
their respective dates:
1. Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
2. The description of the Company's Common Stock contained
in its Registration Statement on Form 8-A under the
Exchange Act with respect to such class of securities.
In addition, all documents filed by the Company pursuant to
Sections 13(a),13(c), 14, or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of the
offering of the Common Stock 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 any such documents. Any
statement contained in a document incorporated or deemed to be
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
document that also is or is deemed to be incorporated by
reference herein 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 hereby undertakes to provide without charge to
each person to whom a Prospectus is delivered, on the written or
oral request of such person, a copy of any or all of the
documents referred to above, other than certain exhibits to such
documents. Written requests should be addressed to William S.
Jacobs, Secretary, Electromagnetic Sciences, Inc., 660
Engineering Dr., Technology Park/Atlanta, Norcross, Georgia
30092, and oral requests may be made to Mr. Jacobs by telephone
(770-263-9200), or in person at the above address.
The Company's principal executive offices are located at 660
Engineering Dr., Technology Park/Atlanta, Norcross, Georgia
30092, where its telephone number is (770) 263-9200. Unless the
context otherwise requires, references herein to the Company are
to the Company and its consolidated subsidiaries.
SELLING SHAREHOLDERS
The shares of Common Stock available for sale under this
Prospectus are owned by the following Selling Shareholders in the
respective amounts indicated. Each Selling Shareholder is acting
as principal for its own account, and may from time to time offer
and sell under this Prospectus the indicated number of shares.
The Selling Shareholders may also sell other shares of the Common
Stock in transactions not covered by this Prospectus, and may
purchase additional shares of Common Stock in open-market
transactions or otherwise.
Amount
Available % of Class
Amount For Sale Owned After
Beneficially Under This Completion
Name Owned Prospectus Of Sales*
Rocker Partners, L.P. 728,496 408,296 4.3%
Compass Holdings, Ltd. 81,956 48,756 0.4%
* Assuming sale of all shares available for sale under this
Prospectus, and no other sales or purchases of the Common Stock.
Each of the Selling Shareholders was previously a
shareholder in LXE Inc., a consolidated subsidiary of the
Company. On February 23, 1996, each Selling Shareholder sold to
the Company all shares of LXE Inc. then held by it (aggregating
548,200 LXE shares), and acquired the Common Stock offered hereby
in that transaction. As a part of that transaction, the Company
agreed to register the Common Stock for resale by the Selling
Shareholders.
LEGAL MATTERS
The validity of the securities offered hereby has been
passed upon by William S. Jacobs, Vice President and General
Counsel of the Company.
Mr. Jacobs is an officer and employee of the Company, and he
and/or members of his family are beneficial owners of an
aggregate of 12,650 outstanding shares of the Common Stock, and
of options to acquire 13,000 additional shares (of which options
for 5,000 shares may currently be exercised); they are also
beneficial owners of 2,000 shares of the outstanding common stock
of LXE Inc., and of currently exercisable options to acquire an
additional 5,000 shares.
FINANCIAL STATEMENTS AND INFORMATION
Reference is made to the Company's consolidated financial
statements and schedules thereto, and the related reports on such
statements by its independent certified public accountants,
contained in its Annual Report on Form 10-K for the year ended
December 31, 1995, which Report is incorporated herein by
reference. A copy of the referenced Report may be obtained free
of charge by request to the Company as set forth above under the
caption "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
EXPERTS
The consolidated financial statements and schedules of
Electromagnetic Sciences, Inc. and subsidiaries as of December
31, 1995 and 1994, and for each of the years in the three-year
period ended December 31, have been incorporated by reference
herein in reliance upon the reports 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.
REGISTRATION STATEMENT
The Company has filed with the Securities and Exchange
Commission a Registration Statement under the Securities Act of
1933, as amended, with respect to the securities offered hereby.
This Prospectus omits certain information included in such
Registration Statement. For further information about the
Company and its securities, reference is hereby made to such
Registration Statement and to the exhibits filed as a part
thereof or otherwise incorporated therein. Each summary herein
of additional information included in the Registration Statement
or any exhibit thereto is qualified in its entirety by reference
to such information or exhibit. The Registration Statement may
be examined without charge, and copies thereof may be obtained
upon payment of a prescribed fee, at the principal office of the
Securities and Exchange Commission in Washington, D.C.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Estimated expenses of the sale of the Common Stock by the
Selling Shareholders (not including brokerage commissions), are
as follows:
Registration fees $ 1,900
NASD notification fee $ 9,141
Accounting fees and expenses $ 2,000
Miscellaneous $ 500
TOTAL $13,541
All of the foregoing expenses are being borne by the
Company, in accordance with the terms of the agreement governing
the registration of the Common Stock for resale by the Selling
Shareholders. Any direct legal and other expenses incurred by
the Selling Shareholders (including brokerage commissions) are
the responsibility of the Selling Shareholders and are not
included in the foregoing table. With the exception of brokerage
commissions, such expenses are believed to be nominal.
Item 16. Exhibits.
The following documents are filed as exhibits to this
Registration Statement:
4.1 Amended and Restated Articles of Incorporation of the
Registrant, effective July 3, 1989 (incorporated by
reference to Exhibit 3.1 filed with the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1995).
4.2 Bylaws of the Registrant, as amended through March 20,
1995 (incorporated by reference to Exhibit 3.2 filed
with the Registrant's Report on Form 10-K for the year
ended December 31, 1994).
4.3 Electromagnetic Sciences, Inc. Stockholders Rights Plan
dated as of July 3, 1989 (incorporated by reference to
Exhibit 4.1 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995.
5.1 Opinion of William S. Jacobs, General Counsel to the
Registrant, as to the legality of the securities being
registered (previously filed).
24.1 Consent of KPMG Peat Marwick LLP.
24.2 Consent of William S. Jacobs (appears in his opinion
filed as Exhibit 5.1).
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 or amendment
thereto to be signed on its behalf by the undersigned, thereunto
duly authorized, in this City of Norcross and State of Georgia,
on this 1st day of April, 1996.
ELECTROMAGNETIC SCIENCES, INC.
By: /s/ Thomas E. Sharon
Thomas E. Sharon
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement or amendment thereto has been signed
below by the following persons in the capacities and on the dates
indicated.
Signature Title Date
Director
Anthony J. Iorillo
/s/ Jerry H. Lassiter Director March 28, 1996
Jerry H. Lassiter
/s/ John H. Levergood Director March 28, 1996
John H. Levergood
/s/ John B. Mowell Director March 29, 1996
John B. Mowell
/s/ John E. Pippin Chairman of March 28, 1996
John E. Pippin the Board
/s/ Don T. Scartz Director, Sr. March 28, 1996
Don T. Scartz Vice President
and Chief
Financial
Officer, and
Treasurer
(Principal
Financial and
Accounting
Officer)
/s/ Thomas E. Sharon Director, March 28, 1996
Thomas E. Sharon President
and Chief
Executive
Officer
(Principal
Executive
Officer)
INDEX TO EXHIBITS
Exhibit
Number Description
4.1 Amended and Restated Articles of
Incorporation of the Registrant,
Effective July 3, 1989, (incorporated
by reference to Exhibit 3.2 filed with
the Registrant's Annual Report on Form
10-K for the year ended December 31,
1995).
4.2 Bylaws of the Registrant, as amended
through March 20, 1995 (incorporated
by reference to Exhibit 3.2 filed with
the Registrant's Annual Report on Form
10-K for the year ended December 31,
1994).
4.3 Electromagentic Sciences, Inc., Stock-
holders Rights Plan dated as of July 3,
1989 (incorporated by reference to
Exhibit 4.1 to the Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1995).
5.1 Opinion of William S. Jacobs, General
Counsel to the Registrant, as to the
legality of the securities being
registered (previously filed).
24.1 Consent of KPMG Peat Marwick LLP
24.2 Consent of Wiliam S. Jacobs (appears
in his opinion filed as Exhibit 5.1)
Exhibit 24.1
Independent Auditors Consent
The Board of Directors
Electromagnetic Sciences, Inc.
We consent to the use of our reports incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the prospectus.
KPMG Peat Marwick LLP
Atlanta, Georgia
April 1, 1996<PAGE>
