<PAGE> 1
As filed with the Securities and Exchange Commission on June 11, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENERGY CONVERSION DEVICES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 8731 38-1749884
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
1675 West Maple Road
Troy, MI 48084
(810) 280-1900
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
ROGER JOHN LESINSKI, ESQ.
Energy Conversion Devices, Inc.
1675 West Maple Road
Troy, MI 48084
(810) 280-1900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
CRAIG A. ROEDER, ESQ.
JENNER & BLOCK
One IBM Plaza
Chicago, IL 60611
(312) 222-9350
Approximate date of proposed commencement of sale to the public:
As soon as practicable after this Registration Statement becomes effective.
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, please 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 . [ ]
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CALCULATION OF REGISTRATION FEE
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============================================================================================================
Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered Price Per Share(1) Offering Price(1) Registration Fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01
par value 724,688 $26.00 $18,841,888 $6,497.20
============================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of the high and low sales prices
of the Common Stock on the Nasdaq National Market on June 6, 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 this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.
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ENERGY CONVERSION DEVICES, INC.
CROSS-REFERENCE SHEET
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Item Number and Heading in
Form S-3 Registration Statement Location in Prospectus
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1. Forepart of the Registration Statement and Outside Outside Front Cover Page
Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of Inside Front Cover Page
Prospectus
3. Summary Information, Risk Factors and Ratio of Inapplicable
Earnings to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Outside Front Cover Page;
Plan of Distribution
6. Dilution Inapplicable
7. Selling Stockholders Selling Stockholders
8. Plan of Distribution Outside Front Cover Page;
Plan of Distribution
9. Description of Securities to be Registered Outside Front Cover Page;
Documents Incorporated by Reference
10. Interests of Named Experts and Counsel Inapplicable
11. Material Changes Inapplicable
12. Incorporation of Certain Information by Reference Documents Incorporated by Reference
13. Disclosure of Commission Position on Indemnification Inapplicable
for Securities Act Liabilities
</TABLE>
<PAGE> 3
PROSPECTUS
ENERGY CONVERSION DEVICES, INC.
724,688 Shares of Common Stock
($.01 par value)
______________
This Prospectus relates to 724,688 shares of the Common Stock, par value
$.01 per share, of Energy Conversion Devices, Inc. (the "Company") acquired or
to be acquired by certain stockholders of the Company (collectively the
"Selling Stockholders") in private transactions. See "Selling Stockholders."
All or a portion of the shares of Common Stock to which this Prospectus relates
may be sold from time to time by the Selling Stockholders in public or private
sales at prevailing market prices or at prices negotiated with the purchasers
of such shares.
The Common Stock is traded on the Nasdaq National Market under the symbol
"ENER." On June 6, 1996, the closing price of the Common Stock, as reported by
the Nasdaq National Market, was $25.375 per share.
______________
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.
______________
The date of this Prospectus is June 11, 1996.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
any offers to buy be accepted prior to the time the registration statement
becomes effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sales of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws
of any such State.
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No dealer, salesman, or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offering herein contained and, if given or
made, such information or representations must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer
to sell, or a solicitation of an offer to buy, the securities offered hereby in
any jurisdiction to any person to whom it is unlawful to make an offer or
solicitation. 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 facts herein set forth since the date hereof.
__________
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such material may be
inspected and copies made at the regional offices of the Commission at 7 World
Trade Center, Suite 1300, New York, New York 10048, and at Citicorp Center, 500
West Madison Street, Suite 1400, Chicago Illinois 60661-2511. This material
may also be inspected and copies made at and, upon written request copies
obtained at prescribed rates from the Public Reference Section of the
Commission at Room 1024 at its principal office, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549.
The Company has filed with the Commission in Washington, D.C. a
registration statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
securities covered by this Prospectus. As permitted by the rules and
regulations of the Commission, this Prospectus does not contain all of the
information set forth in the Registration Statement. For further information
with respect to the Company and the securities offered hereby, reference is
made to the Registration Statement, including the exhibits filed or
incorporated as a part thereof. Statements contained herein concerning the
provisions of documents filed with, or incorporated by reference in, the
Registration Statement as exhibits are necessarily summaries of such documents
and each such statement is qualified in its entirety by reference to the copy
of the applicable documents filed with the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's (i) Annual Report on Form 10-K for the fiscal year ended
June 30, 1995, (ii) Quarterly Reports on Form 10-Q for the periods ended
September 30, 1995, December 31, 1995 and March 31, 1996, (iii) Amendment No. 3
dated July 11, 1995 to Form 8-K dated March 14, 1995, Report on Form 8-K dated
January 4, 1996 and Report on Form 8-K dated January 11, 1996 as amended on
January 18, 1996, and (iv) description of the Common Stock of the Company
included in the Company's Registration Statement on Form 8-A as filed with the
Commission on November 27, 1968, including any amendments or reports filed for
the purpose of updating such description are incorporated in and made a
constituent part of this Prospectus by reference. All documents filed by the
Company with the Commission pursuant to Sections
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13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Prospectus and prior to termination of the offering of the Common Stock covered
by this Prospectus shall likewise be deemed incorporated herein and made a
constituent part hereof by reference from the respective dates of filing.
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 subsequently filed document that is also incorporated by
reference herein modifies or replaces such statement. Any statements so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
Upon oral or written request, the Company will provide without charge a
copy of any document incorporated in this Prospectus by reference, exclusive of
exhibits unless specifically incorporated herein by reference, to each person
to whom this Prospectus is delivered. Requests for such documents should be
directed to the Secretary of the Company, 1675 West Maple Road, Troy, MI 48084.
3
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THE COMPANY
The Company is in the business of synthesizing new materials and
developing advanced production technology and innovative products based on
amorphous (disordered) and related materials, with an emphasis on alternative
energy and advanced information technologies. The Company's products and
production technology in the field of alternative energy are being manufactured
and marketed through alliances throughout the world with major companies, such
as General Motors Corporation and Canon, Inc. In the field of information
technology, the Company's Ovonic phase change erasable optical memory
technology is rapidly becoming the international choice of major optical memory
disk manufacturers. The Company's licensees in this area include, among
others, Matsushita Electric Industrial Co., Ltd., Toray Industries, Inc. and
Plasmon PLC. The Company's MicrOvonic memory technology is being
commercialized through an agreement with Micron Technology, Inc.
The Company's principal executive offices are located at 1675 West Maple
Road, Troy, Michigan 48084, and its telephone number is (810) 280-1900.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale by the
Selling Stockholders of the shares of Common Stock to which this Prospectus
relates.
SELLING STOCKHOLDERS
The shares of the Common Stock to which this Prospectus relates are being
offered by the Selling Stockholders. The Selling Stockholders are Bannon &
Co., Inc. ("Bannon"), Nolan Securities Corporation ("Nolan"), Edgar Villchur,
Ralph F. Leach, Jack T. Conway, Stanford R. Ovshinsky and Iris M. Ovshinsky.
Pursuant to a Warrant Agreement dated as of May 17, 1993 (the "Warrant
Agreement"), the Company issued Bannon a stock purchase warrant (the "Bannon
Warrant") to acquire up to 100,000 shares of the Company's Common Stock at an
exercise price, subject to adjustment, of $6.625 per share. The Bannon Warrant
was issued as partial consideration for certain investment banking and
financial advisory services provided by Bannon to the Company.
All of the 100,000 shares of Common Stock issuable upon the exercise of
the Bannon Warrant are being offered hereby for the account of Bannon. The
Company has been advised by Bannon that it does not presently own any
securities of the Company other than the Bannon Warrant.
Pursuant to a Placement Agreement dated as of December 21, 1995 (the
"Placement Agreement"), the Company issued Nolan a stock purchase warrant (the
"Nolan Warrant") to acquire up to 45,000 shares of the Company's Common Stock
at an exercise price, subject to adjustment, of $18 per share. The Nolan
Warrant was issued as partial consideration for Nolan's
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services as placement agent in connection with a limited public offering of the
Company's Common Stock completed in January 1996.
All of the 45,000 shares of Common Stock issuable upon the exercise of the
Nolan Warrant are being offered hereby for the account of Nolan. The Company
has been advised by Nolan that it does not presently own any securities of the
Company other than the Nolan Warrant.
Mr. Villchur was issued 62,500 shares of the Company's Common Stock in
private placement transactions. All of the foregoing shares are being offered
hereby for the account of Mr. Villchur. In addition to the foregoing shares,
Mr. Villchur is the beneficial owner of 136,500 shares of Common Stock.
Mr. Leach was issued 60,000 shares of the Company's Common Stock in a
private placement transaction. Mr. Leach is also the holder of stock options
to acquire 100,000 shares of Common Stock at a price per share of $12.00 issued
to Mr. Leach in February 1995 pursuant to a stock option agreement between the
Company and Mr. Leach. Mr. Leach was, until his retirement in December 1995,
the Chairman of the Board of Directors of the Company.
All of the foregoing shares of Common Stock owned by Mr. Leach or
acquirable by him upon the exercise of the foregoing stock options are being
offered hereby for the account of Mr. Leach. In addition to the foregoing
shares and stock options, Mr. Leach is the beneficial owner of 294,287 shares
of Common Stock and presently exercisable stock options to acquire 7,500 shares
of Common Stock. After completion of this offering, if all of the shares
offered hereby for the account of Mr. Leach are sold, Mr. Leach will be the
beneficial owner of shares representing approximately 3.8% of the Company's
outstanding Common Stock.
Mr. Conway is the holder of stock options to acquire 17,000 shares of
Common Stock at a price of $12.00 per share issued to Mr. Conway in February
1995 pursuant to a stock option agreement between the Company and Mr. Conway.
Mr. Conway is a director of the Company.
All of the shares of Common Stock acquirable by Mr. Conway upon the
exercise of the foregoing stock options are being offered hereby for the
account of Mr. Conway. In addition to the foregoing shares, Mr. Conway is the
beneficial owner of 14,670 shares of Common Stock and presently exercisable
stock options to acquire 6,800 shares of Common Stock.
Mr. and Dr. Ovshinsky are the holders of stock options to acquire 209,868
and 139,576 shares of Common Stock, respectively, issued to them by the Company
in November 1993 pursuant to separate stock option agreements ("Stock Option
Agreements"). Mr. Ovshinsky is a director and the President and Chief
Executive Officer of the Company, the Chief Executive Officer of Ovonic Battery
Company, Inc., a subsidiary of the Company ("Ovonic Battery"), and a director
or member of the board of managers of GM Ovonic L.L.C., United Solar Systems
Corp and Sovlux, joint venture entities in which the Company or Ovonic Battery
is a principal shareholder or member. Dr. Ovshinsky is a director and Vice
President of the Company and a director and Secretary of Ovonic Battery.
204,309 and 135,879 shares of Common Stock acquirable, respectively, by
Mr. and Dr. Ovshinsky upon the exercise of stock options under the Stock Option
Agreements are being
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offered hereby for their account. However, Mr. and Dr. Ovshinsky have no
present intention of selling all or a portion of the shares offered hereby. Mr.
and Dr. Ovshinsky are the beneficial owners of 153,420 and 65,601 shares,
respectively, of the Company's Class A Common Stock and 7,600 and 1,984 shares,
respectively, of Common Stock. Mr. and Dr. Ovshinsky may, if they choose to do
so, exercise a portion (126,082 and 84,055 shares, respectively) of their stock
options under the Stock Option Agreements for Class A Common Stock. Mr. and Dr.
Ovshinsky also have the right to acquire 147,983 and 78,756 shares,
respectively, of Common Stock upon the exercise of presently exercisable stock
options. After completion of this offering, if all of the shares offered hereby
for the account of Mr. and Dr. Ovshinsky are sold, Mr. and Dr. Ovshinsky will be
the beneficial owners of shares representing approximately 99.6% of the
Company's outstanding Class A Common Stock and 4.2% of the Company's outstanding
Common Stock.
Except as described above, none of the foregoing persons or entities have
held any position or office or had any other material relationship with the
Company within the past three years.
PLAN OF DISTRIBUTION
The Company has been advised that the shares of Common Stock to which this
Prospectus relates may be distributed by the Selling Stockholders from time to
time in one or more public or private transactions, including block
transactions, effected on the Nasdaq National Market or on other exchanges or
markets on which the Common Stock may from time to time be trading, in
negotiated transactions, or in a combination of the foregoing. Sales of shares
of Common Stock by the Selling Stockholders may be made at prevailing market
prices or at prices negotiated with the purchasers of such shares.
The Selling Stockholders may effect sales of the shares of Common Stock to
which this Prospectus relates to or through broker-dealers. Such
broker-dealers may receive compensation in the form of discounts or commissions
payable by the Selling Stockholders and may receive commissions payable by
purchasers of shares for whom such broker-dealers may act as agents.
Any broker-dealer that participates with the Selling Stockholders in the
distribution of the shares of Common Stock to which this Prospectus relates may
be deemed to be an underwriter within the meaning of the Securities Act, and
any commissions or discounts received by such broker-dealer and any profit on
the resale of shares by such broker-dealer may be deemed to be underwriting
discounts and commissions under the Securities Act.
Pursuant to the Warrant Agreement and the Placement Agreement, the Company
has agreed to indemnify Bannon and Nolan and their respective officers,
directors and stockholders against certain liabilities, including certain
liabilities arising under the Securities Act, arising in connection with the
offer and sale of the Common Stock offered hereby.
The Company will bear all costs and expenses of the registration of the
shares of Common Stock to which this Prospectus relates.
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VALIDITY OF COMMON STOCK
The validity of the shares of Common Stock being sold in the offering has
been passed upon for the Company by Jenner & Block, Chicago, Illinois.
EXPERTS
The financial statements incorporated in this Prospectus by reference from
the Company's Annual Report on Form 10-K for the year ended June 30, 1995 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and has been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
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Registration fee .................................................... $6,497.20
Legal fees and expenses ............................................. 5,000.00*
Accountants' fees and expenses ...................................... 2,000.00*
Miscellaneous ....................................................... 1,000.00*
----------
Total ............................................... $14,497.20
</TABLE>
__________
* Estimated
The Company will bear all of the foregoing expenses.
Item 15. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation may indemnify any person who was or is a party to
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer,
employee of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such actions, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceedings, had no reasonable cause to believe his conduct was unlawful;
provided, however, in a suit by or in the right of the corporation no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought has determined
upon application that, despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and reasonably entitled
to indemnity or such expenses deemed proper by the court.
The Company's Certificate of Incorporation provides that the Company will
indemnify its directors and officers (and their heirs, executors and
administrators) against expenses reasonably incurred or imposed upon them in
connection with or arising out of any action, suit or proceeding in which they
may be involved or to which they may be made a party by reason of being or
having been a director or officer of the Company, or, at the Company's request,
any other corporation of which the Company is a stockholder or creditor and
from which they are not entitled to be indemnified, except in respect of
matters as to which they are finally adjudged in such action, suit or
proceeding to be liable for negligence or misconduct. In the event of the
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settlement of any such action, suit or proceeding, the Company is obligated to
provide indemnification only in connection with such matters covered by the
settlement as to which the Company is advised by counsel that the person to be
indemnified did not commit a breach of duty.
The Company's Bylaws provide that the Company will indemnify each person
who is or was a director or officer of the Company, or is or was serving as a
director or officer of another corporation or as a trustee or officer of an
association or trust of which the Company owns stock or shares or of which the
Company is a creditor, against all liabilities and expenses at any time imposed
upon or reasonably incurred by such person in connection with, arising out of
or resulting from any action, suit or proceeding in which such person may be
involved or with which such person may be threatened, by reason of his then
serving or theretofore having served as such director, trustee or officer, or
by reason of any alleged act or omission by him in any such capacity, whether
or not he is serving as such director, trustee or officer at the time any or
all of such liabilities or expenses are imposed upon or incurred by him. The
matters covered by the foregoing indemnity include amounts paid by any such
person in compromise or settlement, if such compromise or settlement is
approved as in the best interests of the Company by vote of a majority of
disinterested directors then in office or by vote of a majority of the shares
of stock held by disinterested stockholders entitled to vote at a meeting
called for such purpose. The foregoing indemnity excludes liabilities or
expenses incurred in connection with any matters as to which the person seeking
indemnification is finally adjudged in such action, suit or proceeding to be
liable by reason of negligence or misconduct in the performance of his duties
as such director, trustee or officer.
Item 16. Exhibits
See Exhibit Index.
Item 17. Undertakings
A. Subsequent Disclosure.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement;
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(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered herein,
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.
B. Incorporation by Reference.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this 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.
C. Indemnification
Insofar as the indemnification for liabilities arising under the
Securities 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel, the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 City of Troy, State of Michigan, on June 11, 1996.
ENERGY CONVERSION DEVICES, INC.
By /s/ Stanford R. Ovshinsky
--------------------------------------------
Stanford R. Ovshinsky
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Roger John Lesinski and Ghazaleh Koefod, and
each of them, as his or her lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stand, in any and all capacities, to sign any and all
amendments (including 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 such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
behalf of the Company in the capacities and on the dates indicated.
Signature Title Date
- ---------------------------- ---------------------------------- -------------
/s/ Stanford R. Ovshinsky Director, President and Chief June 11, 1996
- ---------------------------- Executive Officer (principal -------------
Stanford R. Ovshinsky executive officer)
/s/ Kenneth A. Pullis Acting Chief Financial Officer June 11, 1996
- ---------------------------- (principal financial officer and -------------
Kenneth A. Pullis principal accounting officer)
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/s/ Robert C. Stempel
- ---------------------------- Chairman of the Board of Directors June 11, 1996
Robert C. Stempel -------------
/s/ Iris M. Ovshinsky
- ---------------------------- Director June 11, 1996
Iris M. Ovshinsky -------------
/s/ Nancy M. Bacon
- ---------------------------- Director June 11, 1996
Nancy M. Bacon -------------
- ----------------------------
Umberto Colombo Director -------------
- ----------------------------
Jack T. Conway Director -------------
/s/ Hellmut Fritzsche
- ---------------------------- Director June 11, 1996
Hellmut Fritzsche -------------
- ---------------------------- Director
Joichi Ito -------------
/s/ Walter J. McCarthy, Jr.
- ---------------------------- Director June 11, 1996
Walter J. McCarthy, Jr. -------------
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/s/ Florence I. Metz
- ---------------------------- Director June 11, 1996
Florence I. Metz -------------
- ----------------------------
Haru Reischauer Director -------------
/s/ Nathan J. Robfogel
- ---------------------------- Director June 11, 1996
Nathan J. Robfogel -------------
/s/ Stanley K. Stynes
- ---------------------------- Director June 11, 1996
Stanley K. Stynes -------------
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EXHIBIT INDEX
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PAGE OR
EXHIBIT NO. REFERENCE
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4.1 Restated Certificate of Incorporation filed September 29, 1967 (a)
4.2 Certificate of Amendment to Certificate of Incorporation filed
September 15, 1978 increasing and extending voting rights
of the Company's Class A Common Stock and establishing
class voting with respect to other matters (b)
4.3 Certificate of Amendment to Certificate of Incorporation filed
January 7, 1982 increasing and extending voting rights to the
Company's Class A Common Stock (c)
4.4 Certificate of Amendment to Certificate of Incorporation filed
September 13, 1993 extending voting rights of the Company's
Class A Common Stock (d)
4.5 Bylaws of the Company Effective May 18, 1982 (e)
4.6 Amendment to Article XIII of Bylaws (f)
4.7 Agreement among the Company, Stanford R. Ovshinsky and
Iris M. Ovshinsky, relating to the automatic conversion of Class
A Common Stock into the Company's Common Stock upon the
occurrence of certain events, dated September 15, 1964 (g)
5.1 Opinion of Jenner & Block
23.1 Consent of Jenner & Block (included in the opinion filed as
Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
</TABLE>
<PAGE> 17
Notes to Exhibit List
(a) Filed as Exhibit 2-A to the Company's Form 8-A and incorporated herein by
reference.
(b) Filed as Exhibit 3-A-2 to Post-Effective Amendment No. 1 to the Company's
Registration Statement on Form S-1 (Registration No. 2-61551) and
incorporated herein by reference.
(c) Filed as Exhibit 1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1981 and incorporated herein by reference.
(d) Filed as Exhibit 3.11 to the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1993 and incorporated herein by reference.
(e) Filed as Exhibit 3.7 to the Company's original Annual Report on Form 10-K
for the fiscal year ended June 30, 1984 and incorporated herein by
reference.
(f) Filed as Exhibit 5 to the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1982 and incorporated herein by reference.
(g) Filed as Exhibit 13-D to the Company's Registration Statement on Form S-1
(Registration No. 2-26772) and incorporated herein by reference.
<PAGE> 1
EXHIBIT 5.1
[JENNER & BLOCK LETTERHEAD]
June 10, 1996
Energy Conversion Devices, Inc.
1675 West Maple Road
Troy, Michigan 48084
Gentlemen:
We have acted as counsel to Energy Conversion Devices, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), relating to the resale by certain
stockholders of the Company of up to 724,688 shares of the Company's Common
Stock, par value $.01 per share (the "Shares"). We have examined the
Registration Statement as filed by the Company with the Commission. We have
additionally reviewed such other documents and have made such further
investigations as we have deemed necessary to enable us to express the
opinions hereinafter set forth.
Based on the foregoing, we hereby advise you that in our opinion (i)
the Shares have been duly authorized by the Company, (ii) the Shares which are
issued and outstanding as of the date hereof have been validly issued and are
fully paid and nonassessable and (iii) the Shares which are issuable upon the
exercise of stock options or stock purchase warrants will, when issued by the
Company in accordance with the terms of such options and warrants, be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
JENNER & BLOCK
By Craig A. Roeder
------------------
A Partner
<PAGE> 1
EXHIBIT 23.2
[DELOITTE & TOUCHE LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Energy Conversion Devices, Inc. on Form S-3 of our report dated September 28,
1995, appearing in the Annual Report on Form 10-K of Energy Conversion Devices,
Inc. for the year ended June 30, 1995 and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.
Deloitte & Touche LLP
Ann Arbor, Michigan
June 11, 1996
