<PAGE>
As filed with the Securities and Exchange Commission on November 3, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
____________
ODETICS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 95-2588496
(State or other jurisdiction of (I.R.S. Employer
incorporation) Identification Number)
1515 South Manchester Avenue
Anaheim, California 92802
(714) 774-5000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
____________
JOEL SLUTZKY
Chairman of the Board and Chief Executive Officer
Odetics, Inc.
1515 South Manchester Avenue
Anaheim, California 92802
(714) 774-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
____________
Copies to:
Patrick Arrington, Esq.
Ellen S. Bancroft, Esq.
Brobeck, Phleger & Harrison LLP
38 Technology Drive
Irvine, California 92618
(949) 790-6300
____________
Approximate date of commencement of proposed sale to the 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>
===========================================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of Shares to be Offering Price Aggregate Registration
to be Registered Registered per Share(1) Offering Price(1) Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, 55,245 $4.844 $267,606.78 $74.39
$0.10 par value per share (including
associated Preferred Stock Purchase Rights)
===========================================================================================================================
</TABLE>
(1) Estimate based upon the average of the high and low sales prices of the
Registrant's Class A Common Stock on October 28, 1998, as reported by the
Nasdaq National Market, pursuant to Rule 457(c) promulgated under the
Securities Act of 1933, as amended.
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.
<PAGE>
PROSPECTUS
(Subject to completion, dated November 2, 1998)
********************************************************************************
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
********************************************************************************
55,245 Shares
ODETICS, INC.
Class A Common Stock
Certain of the stockholders of Odetics, Inc. listed in this prospectus may
offer and sell 55,245 shares of our Class A Common Stock from time to time under
this prospectus, including 55,245 associated Preferred Stock Purchase Rights.
The selling stockholders will receive all of the net proceeds from the sale of
the shares. The selling stockholders acquired their shares on October 16, 1998
in connection with the merger of our wholly owned subsidiary, MMA Acquisition
Corp with and into Meyer, Mohaddes & Associates, Inc.
Each share of Class A Common Stock and associated Preferred Stock Purchase
Right are collectively called "Class A Common Stock" in this prospectus. We
have two classes of Common Stock outstanding, the Class A Common Stock and the
Class B Common Stock. The rights, preferences and privileges of each class of
Common Stock are identical in all respects except for voting rights. The
holders of the Class A Common Stock are presently entitled to elect three
directors to our Board of Directors and have one-tenth of one vote per share
held with respect to all other matters to be addressed by a stockholder vote.
The holders of the Class B Common Stock are presently entitled to elect six
directors and have one vote per share on all other matters addressed by a
stockholder vote.
The selling stockholders may offer and sell the shares from time to time in
transactions through public or private transactions, on or off the Nasdaq
National Market, at prevailing market prices or at privately negotiated prices.
Our Class A Common Stock is quoted on the Nasdaq National Market under the
symbol "ODETA." On October 30, 1998, the last reported sale price of the Class
A Common Stock was $5.625 per share.
_____________________
You should carefully consider the risk factors beginning on page 3 of this
prospectus before purchasing any of the Class A Common Stock offered by this
prospectus.
_____________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
_____________________
The date of this prospectus is November __, 1998.
<PAGE>
TABLE OF CONTENTS
Page
----
ODETICS............................................... 1
FORWARD-LOOKING STATEMENTS............................ 2
RISK FACTORS.......................................... 3
USE OF PROCEEDS....................................... 8
SELLING STOCKHOLDERS.................................. 8
PLAN OF DISTRIBUTION.................................. 9
INDEMNIFICATION....................................... 10
WHERE YOU CAN FIND MORE INFORMATION................... 10
LEGAL MATTERS......................................... 11
EXPERTS............................................... 11
We have not authorized any person to give you any supplemental information
or make any representations for us. You should not rely upon any information
about our company that is not contained in this prospectus or in one of our
public reports filed with the Securities and Exchange Commission ("SEC") and
incorporated into this prospectus. Information contained in this prospectus or
in our public reports may become stale. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or of any sale of the shares. The selling
stockholders are offering to sell, and seeking offers to buy, shares of our
Class A Common Stock only in jurisdictions where offers and sales are permitted.
In this prospectus, "Odetics," the "Registrant," "we," "us," and "our"
refer to Odetics, Inc.
ODETICS
We are a leading supplier of communications equipment and services for the
television broadcast, video security, telecommunications and intelligent traffic
systems markets. Our products automate television and cable station operations,
facilitate broadband communications, record video surveillance, store
information gathered in space exploration and reduce traffic congestion.
Our principal executive offices are located at 1515 South Manchester
Avenue, Anaheim, California 92802, and our telephone number is (714) 774-5000.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference in this
prospectus contain forward-looking statements. These forward-looking statements
are based on our current expectations, estimates and projections about our
industry, management's beliefs and certain assumptions made by management.
Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks,"
"estimates" and variations of these words or similar expressions are intended to
identify forward-looking statements. These statements are not guarantees of
future performance and are subject to certain risks, uncertainties and
assumptions that are difficult to predict. Therefore, our actual results may
differ materially from those expressed or forecasted in any such forward-looking
statements. These risks and uncertainties include those noted in "Risk Factors"
below and in the documents incorporated herein by reference. We undertake no
obligation to update publicly any forward-looking statements for any reason,
even if new information becomes available or other events occur in the future.
-2-
<PAGE>
RISK FACTORS
You should carefully consider the risks described below before purchasing
shares offered by this prospectus. The risks and uncertainties described below
are not the only ones facing our company. Additional risks and uncertainties
not presently known to us or that we currently deem immaterial may also impair
our business operations. If any of the following risks actually occur, our
business, financial condition, or results of operations could be materially
adversely affected. In such case, the trading price of our Class A Common Stock
could decline and you may lose all or part of your investment.
This prospectus contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those
anticipated in such forward-looking statements as a result of a variety of
factors, including those set forth in the following risk factors and elsewhere
in, or incorporated by reference into, this prospectus. In evaluating an
investment in the shares, you should consider carefully the following risk
factors in addition to the other information presented in this prospectus or
incorporated by reference into this prospectus.
Fluctuations in Quarterly and Annual Operating Results. In the past, we
have experienced recent losses and wide fluctuations in our quarterly and annual
operating results. We may continue to experience losses and fluctuations in our
business due to a number of factors, not all of which are in our control. These
factors include, without limitation, the following:
. the size and timing of significant customer orders;
. the introduction of new products by competitors;
. the availability of components used in the manufacture of our
products;
. our significant investment in research and development for our
subsidiaries and divisions;
. our ability to develop, introduce, market and gain market acceptance
of new products (particularly the Roswell, Dexter, Vortex, Digi Scan
Pro, Vantage One and Lane Tracker), applications and product
enhancements in a timely manner;
. our ability to control costs;
. changes in our pricing policies and the pricing policies by our
suppliers and competitors, as well as increased price competition in
general;
. the long lead times associated with government contracts or required
by vehicle manufacturers;
. our success in expanding and implementing our sales and marketing
programs;
. technological changes in our target markets;
. our relatively small level of backlog at any given time;
. the mix of sales among our divisions;
. deferrals of customer orders in anticipation of new products,
applications or product enhancements;
. the Asian economic crisis and instability;
. currency fluctuations and our ability to get currency out of certain
foreign countries; and
. general economic and market conditions.
In addition, our sales in any quarter typically consist of a relatively
small number of large customer orders. As a result, the timing of a small
number of orders can impact our quarter to quarter results. The loss of or a
substantial reduction in orders from any significant customer could have a
material adverse effect on our business, financial condition and results of
operations. Our revenue growth in prior periods may not be sustainable and may
not be indicative of future operating results. We may not be able to continue
to achieve profitability on a quarterly or annual basis in the future. Due to
all of the foregoing factors and other risks discussed below, it is possible
that in some future period our operating results may be below the expectations
of analysts and investors. In that event, the market price of our securities
would probably be materially and adversely affected.
Uncertainty of Incubator Strategy. We have initiated a strategy to nurture
our business divisions with the goal of conducting additional initial public
offerings. This strategy has and will continue to require us to make
-3-
<PAGE>
significant investments. We may not recognize the benefits of this strategy for
a long time, if at all. Our ability to complete an initial public offering of
any of our divisions or subsidiaries will depend upon numerous factors. Such
factors include, without limitation, the overall performance and results of
operations of our division or subsidiary; its potential market, its ability to
assemble and retain a broad, qualified management team; and its customer base
and product line. General economic and market conditions can also impact a
successful offering. We may not be able to complete a successful initial public
offering of any of our divisions in the near future, or at all.
Rapid Technological Change; Effect of New Product Introduction and
Uncertain Market Acceptance. Our target markets are in general characterized by
the following factors:
. rapid technological advances;
. downward price pressure in the marketplace as technologies mature;
. changes in customer requirements;
. frequent new product introductions and enhancements; and
. evolving industry standards and changes in the regulatory environment.
We believe that we must continue to make substantial investments to support
ongoing research and development. Our future success will depend in part on our
ability to enhance our current products and reduce our product costs. In
addition, we will have to continue to develop and introduce new products that
incorporate the latest technological advancements in hardware, storage media,
operating system software and applications software in response to evolving
customer requirements. In particular, we will need to modify certain of our
products to accommodate the anticipated deployment of digital television and the
corresponding phase-out of analog transmissions. Our business and results of
operations could be materially adversely affected if we do not anticipate or
respond adequately to technological developments or changing customer
requirements. Our business and results of operations could also be materially
adversely affected by any significant delays in our new product development or
by the failure of any new products to gain market acceptance. We have
experienced delays in the past in connection with the introduction of new
products, particularly with our Roswell system. We may not be able to introduce
any new products or enhancements to our existing products on a timely basis, or
at all. We also cannot predict the effect any new introductions will have on
sales of our existing products. In addition, our recent shift towards providing
more software solutions may create additional challenges for us, particularly in
our Broadcast Division. Certain of our new products could contain undetected
design faults and software errors or "bugs" when first released by us, despite
our testing. We may not discover these faults or errors until after a product
has been installed and used by our customers. Although we have not experienced
any material adverse effect resulting from any of these faults or errors to
date, any faults or errors in our existing products or in our new products may
cause delays in product introduction and shipments or require design
modifications. Any of these factors could adversely affect our competitive
position and results of operations. Our success is also dependent in large part
upon achieving broad market acceptance of certain of our new products including
our Roswell, Vortex, Digi Scan Pro, Vantage One and Lane Tracker products. These
products or enhancements to these products may not achieve broad market
acceptance. Market acceptance of our new products depends upon numerous
factors, including our ability to resolve technical challenges in a timely and
cost-effective manner, the perceived advantages of our new products over
traditional products and the marketing capabilities of our independent
distributors and strategic partners. In addition, we anticipate that we will
outsource the manufacture of Lane Tracker to a single manufacturer. This
manufacturer may not be able to produce sufficient quantities of this product in
a timely manner or at a reasonable cost, which could materially and adversely
affect our ability to launch or gain market acceptance of Lane Tracker.
Risks Associated with International Sales; Effect of Asian Economical
Crisis. International product sales represented approximately 30%, 36% and 34%
of our total net sales and contract revenues for the fiscal years ended March
31, 1996, 1997 and 1998, respectively. Our telecommunications products are sold
principally to LGIC of Korea. As a result of economic instability in Asia,
particularly in Korea, our sales in this region have declined in recent periods.
It is possible that these sales could be further impacted by the currency
devaluations and restrictions, and related economic problems in this region and
abroad in general. We believe that international sales will continue to
represent a significant portion of our revenues, and that continued growth and
profitability may require further expansion of our international operations. Our
international sales are currently denominated primarily in U.S.
-4-
<PAGE>
dollars. As a result, an increase in the relative value of the dollar could make
our products more expensive and potentially less price competitive in
international markets. Additional risks inherent in international business
activities generally include the following:
. unexpected changes in regulatory requirements, tariffs and other trade
barriers;
. longer accounts receivable payment cycles;
. difficulties in managing and staffing international operations;
. potentially adverse tax consequences including restrictions on the
repatriation of earnings;
. the burdens of compliance with a wide variety of foreign laws;
. currency fluctuations and political and economical instability.
We do not engage in any transactions as a hedge against risks of loss due
to foreign currency fluctuations. Any of these factors may have a material
adverse effect on our future international sales and, consequently, on our
business and operating results. Furthermore, as we increase our international
sales, our total revenues may also be affected to a greater extent by seasonal
fluctuations resulting from lower sales that typically occur during the summer
months in Europe and other parts of the world.
Management of Growth; Risks Related to Possible Acquisitions. Over the past
year, we have significantly expanded our operations. This expansion has
included the acquisition of several companies including Intelligent Controls,
Inc, IMIS, Meyer Mohaddes & Associates, Inc. We also acquired certain assets of
the Transportation Systems business of Rockwell International. We intend to
continue to pursue an acquisition strategy. This period of rapid growth and
expansion will continue to place a significant strain on our resources. To
accommodate this growth, we anticipate that we will be required to implement a
variety of new and upgraded operational and financial systems, procedures and
controls, including the improvement of our accounting and other internal
management systems. All of these updates will require substantial management
effort. We may not be able to accomplish these efforts successfully. In
addition, we may not be able to identify, acquire, profitably manage or
successfully integrate any new business without incurring substantial delays or
other operational or financial problems. Moreover, our competitors are also
soliciting potential acquisition candidates, which could both increase the price
of any acquisition targets and decrease the number of attractive companies
available for acquisition. Acquisitions may require significant capital
infusions and, in general, acquisitions also involve a number of special risks,
including the diversion of management's attention, the failure to retain or
successfully integrate key acquired personnel, the challenge of operating
diverse business divisions, increased costs to improve managerial, operational,
financial and administrative systems, legal liabilities and increased interest
expense and amortization of acquired intangible assets. Any of these risks
could materially adversely affect our business and results of operations.
Reliance on Government Contracts and Subcontractors; Risks Related to Fixed
Price Contracts. Substantially all of the net sales by our subsidiary, Odetics
ITS, and a portion of the net sales by our Communications Division for the year
ended March 31, 1998 and the three months ended June 30, 1998 were derived from
contracts with governmental agencies, either as a general contractor,
subcontractor or supplier. Government business is, in general, subject to
special risks and challenges. These risks and challenges include long purchase
cycles, competitive bidding and qualification requirements, performance bond
requirements, delays in funding, budgetary constraints and cut-backs, milestone
requirements and liquidated damage provisions for failure to meet contract
milestones. In addition, a large number of our government contracts are fixed
price contracts, pursuant to which we benefit from cost savings, but we may not
be able to recover for any cost overruns. These fixed price contracts require us
to estimate the total project cost based on preliminary projections of the
project's requirements. The financial viability of any given project depends in
large part on our ability to estimate these costs accurately and complete the
project on a timely basis. In the event our costs on these projects exceed the
fixed contractual amount, we will be required to bear the excess costs. These
additional costs could have a material adverse effect on our financial condition
and results of operations. Moreover, certain of our government contracts are
subject to termination or renegotiation at the convenience of the government,
which could result in a large decline in our net sales in any given quarter. Our
inability to address any
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<PAGE>
of the foregoing concerns or the loss or renegotiation of any material
government contract could have a material adverse effect on our business,
financial condition and results of operations.
Competition. We compete with numerous other companies in our target
markets. Many of our competitors have far greater name recognition and
financial, technological, marketing and customer service resources. Some of our
competitors may be able to respond more quickly to new or emerging technologies
and changes in customer requirements, or devote greater resources to the
development, promotion, sale and support of their products than we can. Recent
consolidations of end users, distributors and manufacturers in our target
markets has further exacerbated this problem. As a result of the foregoing
factors, we may not be able to compete effectively in our target markets.
Increased competition is likely to result in price reductions, reduced gross
margins and loss of market share, any of which could have a material adverse
affect upon our business, operating results and financial condition.
Dependence on Key Personnel. Our future performance depends to a
significant extent on our senior management and other key employees, in
particular, our Chief Executive Officer and Chairman of the Board, Joel Slutzky,
and our Chief Operating Officer and Chief Financial Officer, Gregory A. Miner.
The loss of the services of either of Messrs. Slutzky or Miner, or certain other
key employees would have a material adverse effect on our development and
marketing efforts. Our future success will also depend in large part upon our
ability to attract, retain and motivate highly skilled employees. Competition
for employees, particularly development engineers, is intense. We may not be
able to continue to attract and retain sufficient numbers of such highly skilled
employees. Our inability to attract and retain additional key employees or the
loss of one or more of our current key employees could have a material adverse
effect upon our business, financial condition and results of operations.
Dependence on Proprietary Technology; Risks of Infringement. Our ability
to compete effectively depends in part on our ability to develop and maintain
the proprietary aspects of our technology. We currently attempt to protect our
technology through a combination of patent, copyright, trademark and trade
secret laws, employee and third party nondisclosure agreements and similar
means. These efforts may not provide meaningful protection for our technology.
Our competitors may be able to independently develop products that are
substantially equivalent or superior to our products or design around our
patents. In addition, the laws of some foreign countries do not protect our
proprietary rights as fully as do the laws of the United States. As a result,
we may not be able to protect our proprietary rights adequately in the United
States or abroad. Moreover, litigation has been necessary in the past and may
be necessary in the future to enforce our intellectual property rights or to
determine the validity and scope of the proprietary rights of others.
Litigation may also be necessary to defend against claims of infringement or
invalidity by others. An adverse outcome in litigation or any similar
proceedings could subject us to significant liabilities to third parties,
require us to license disputed rights from others or require us to cease
marketing or using certain products or technologies. We may not be able to
obtain any licenses on terms acceptable to us, or at all. Any of these results
could have a material adverse effect on our business, financial condition and
results of operations. In addition, the cost of addressing any intellectual
property litigation claim, both in legal fees and expenses and the diversion of
management resources, regardless of whether the claim is valid, could be
significant and could have a material adverse effect on our business, financial
condition and results of operations.
Volatility of Stock Price. The trading price of our Common Stock has been
subject to wide fluctuations in the past, decreasing from $20 3/8 in October
1997 to $4 1/4 in October 1998. The trading price of our Common Stock could
continue to fluctuate in the future in response to quarterly variations in
operating results, shortages announced by suppliers, announcements of
technological innovations or new products, changes in pending litigation,
applications or product enhancements by us or by our competitors, changes in
financial estimates by securities analysts and other events or factors. The
stock market in general has recently has experienced volatility which has
particularly affected the market prices of equity securities of many high
technology companies. This volatility has often been unrelated to the operating
performance of such companies. These broad market fluctuations may adversely
affect the market price of our Common Stock.
Concentration of Ownership. As of September 30, 1998, our officers and
directors beneficially owned a majority of the total combined voting power of
the outstanding shares of Class A Common Stock and Class B
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<PAGE>
Common Stock. As a result of their stock ownership, our management will be able
to significantly influence the election of our directors and the outcome of
corporate actions requiring stockholder approval, such as mergers and
acquisitions, regardless of how our other stockholders may vote. This
concentration of voting control may have a significant effect in delaying,
deferring or preventing a change in our management or change in control and may
adversely affect the voting or other rights of other holders of Common Stock.
Anti-Takeover Effects of Charter Provisions, Bylaws, Stock Structure and
Stockholder Rights Plan. We currently have two classes of Common Stock
outstanding which are substantially identical other than with respect to voting
power. Our Class A Common Stock entitles the holder to 1/10th vote per share and
our Class B Common Stock entitles the holder to one vote per share. Our
officers, directors and their affiliates currently hold the majority of the
Class B Common Stock. In addition, our Board of Directors is elected annually
on a split vote basis. The holders of our Class A Common Stock are currently
entitled to elect three of the directors and the holders of the our Class B
Common Stock are currently entitled to elect the remaining six directors. These
provisions could discourage a proxy contest or make it more difficult for a
third party acquiring a substantial block of our Common Stock to effect a change
in our management and control. These provisions also could limit the price that
investors might be willing to pay in the future for shares of our Common Stock.
Our Board of Directors is authorized to issue, without stockholder approval, up
to 2,000,000 shares of Preferred Stock with voting, conversion and other rights
and preferences, as well as additional shares of Class B Common Stock. This
Preferred Stock could adversely affect the voting power or other rights of the
holders of Class A Common Stock. Although we do not have any current plans to
issue any shares of Preferred Stock or additional shares of Class B Common
Stock, our future issuance of Preferred Stock or Class B Common Stock or of
rights to purchase Preferred Stock or Class B Common Stock could be used to
discourage an unsolicited acquisition proposal. In March 1998, we adopted a
stockholder rights plan, pursuant to which we declared a dividend of Preferred
Stock Purchase Rights to our stockholders. Each right entitles the holder to
purchase one one-thousandth of a share of our junior participating Preferred
Stock at an exercise price of $60. While the rights generally are only
exercisable if a person or group acquires 15% or more of our stock, the exercise
of the rights could cause substantial dilution to a particular acquiror.
Although the purpose of the Stockholder Rights Plan is to provide an incentive
to potential acquirors to deal directly with our Board of Directors, the
existence of the Stockholder Rights Plan could be considered to delay or make a
merger, tender offer or proxy contest more difficult.
Year 2000 Compliance. Many of our currently installed computer systems and
software products are coded to accept only two digit entries in the date code
field. These date code fields will need to accept four digit entries to
distinguish 21st century dates from 20th century dates. As a result, in less
than two years, computer systems and/or software used by many companies may need
to be upgraded to comply with such "Year 2000" requirements. Significant
uncertainty exists in the hardware and software industry concerning the
potential effects associated with such compliance. Although our core products
are designed to be Year 2000 compliant, it is difficult to ensure that our
products contain all necessary date code changes. We are in the process of
updating our existing information systems to become Year 2000 compliant. We
have established an internal task force to evaluate our current status and state
of readiness for the Year 2000. We believe the most significant impact of the
Year 2000 issues will be the readiness of our suppliers, distributors, customers
and lenders with whom we must interact. This evaluation is still at an early
stage. We do not yet have any contingency plans to address our inability to
remedy these issues. Despite our efforts to address the Year 2000 impact, we
have not fully identified such impact. As such, we may not be able to update
our systems and products or resolve the other Year 2000 issues without
disrupting our business or without incurring significant expense. The failure
to address these issues on a timely basis or at all could have a material
adverse effect on our business, financial condition and results of operations.
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<PAGE>
USE OF PROCEEDS
The selling stockholders will receive all of the net proceeds from the sale
of the Class A Common Stock offered by this prospectus. Accordingly, we will
not receive any proceeds from sales of these shares.
SELLING STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of our Common Stock by each selling stockholder. All information
contained in the table below is based upon beneficial ownership as of October
30, 1998:
<TABLE>
<CAPTION>
Shares Beneficially Number of Shares Beneficially
Owned Before Offering Shares Owned After Offering
-------------------------- Being -------------------------
Selling Stockholder Number Percentage Offered(1) Number Percentage
- ------------------- --------- ---------- ---------------- -------- ----------
<S> <C> <C> <C> <C> <C>
Abbas Mohaddes 25,577 * 25,577 - *
Michael P. Meyer 25,577 * 25,577 - *
Gary Hamrick 2,685 * 2,685 - *
Viggen Davidian 1,406 * 1,406 - *
------ ------
Total 55,245 * 55,245 - *
</TABLE>
_______________
(1) This table assumes that all shares owned by the selling stockholders which
are offered by this prospectus are being sold. The selling stockholders
reserve the right to accept or reject, in whole or in part, any proposed
sale of shares. The selling stockholders also may offer and sell less than
the number of shares indicated. The selling stockholders are not making
any representation that any shares covered by prospectus will or will not
be offered for sale.
(2) This Registration Statement also covers any additional shares of Class A
Common Stock which become issuable in connection with the shares being
registered by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the receipt of consideration
which results in an increase in the number of our outstanding shares of
Class A Common Stock.
(3) Based on 6,437,221 shares of Class A Common Stock outstanding as of October
30, 1998.
Except as indicated, we are not aware of any material relationship between
our company and any selling stockholder within the past three years other than
as a result of the ownership of the stockholder's shares. The selling
stockholders acquired the shares offered by this prospectus in connection with
the Agreement and Plan of Reorganization among us, Odetics ITS, Inc., MMA
Acquisition Corp., Meyer, Mohaddes Associates, Inc. and the selling stockholders
dated October 16, 1998. Pursuant to this agreement, we agreed to effect a shelf
registration (of which this prospectus is a part) of all of the shares in order
to permit the selling stockholders to sell these shares from time to time in the
public market or in privately-negotiated transactions. We have agreed to
prepare and file any amendments and supplements to the Registration Statement as
may be necessary to keep the Registration Statement effective until the earlier
of: (i) October 15, 1999; (ii) the date on which all of the shares being
registered have been sold pursuant to the Registration Statement; or (iii) all
of the shares held by each selling stockholder can be sold by the selling
stockholder in a three month period pursuant to Rule 144 under the Securities
Act. We have also agreed to pay for all expenses of this offering other than
fees and expenses of counsel for the selling stockholders and any underwriting
discounts and commissions and brokerage commissions and fees.
-8-
<PAGE>
PLAN OF DISTRIBUTION
We are registering the shares on behalf of the selling stockholders, as
well as any of their donees and pledgees who are selling shares received from a
named selling stockholder after the date of this prospectus. We will pay all
costs, expenses and fees in connection with the registration of the shares
offered by this prospectus (other than certain fees and expenses of a selling
stockholder's counsel). The selling stockholders will pay any brokerage
commissions and similar selling expenses, if any, related to their sale of
shares. The selling stockholders may sell their shares from time to time in one
or more types of transactions (which may include block transactions) on the
Nasdaq National Market, in negotiated transactions, through put or call
transactions relating to the shares, through short sales of shares, or a
combination of such methods of sale, at market prices prevailing at the time of
sale, or at negotiated prices. In effecting sales, any other brokers or dealers
engaged by the selling stockholders may arrange for other brokers or dealers to
participate. The selling stockholders have advised us that they have not
entered into any other agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their shares.
The selling stockholders may effect such transactions by selling shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the selling stockholders and/or the
purchasers of shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a particular broker-
dealer might be in excess of customary commissions). Once we receive notice
from a selling stockholder that they have entered into any other material
arrangement with a broker-dealer for the sale of any shares through a block
trade, special offering, exchange distribution or secondary distribution or a
purchase by a broker or dealer, we will file a supplement to this prospectus
pursuant to Rule 424(b) under the Act. This supplement will disclose (i) the
name of each such selling stockholder and of the participating broker-dealer(s),
(ii) the number of shares involved, (iii) the price at which the shares were
sold, (iv) the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not
conduct any investigation to verify the information set out or incorporated by
reference in this prospectus and (vi) any other facts material to the
transaction. In addition, we will also file a supplement to this prospectus if
we receive notice from a selling stockholder that a donee or pledgee intends to
sell more than 500 shares.
The selling stockholders and any broker-dealers that act in connection with
the sale of the shares offered by this prospectus might be deemed to be
"underwriters" within the meaning of Section 2(11) of the Act. Any commissions
received by such broker-dealers and any profit on the resale of the shares sold
by them while acting as principals might be deemed to be underwriting discounts
or commissions under the Securities Act. We have agreed to indemnify each
selling stockholder against certain liabilities, including liabilities arising
under the Securities Act. The selling stockholders may agree to indemnify any
agent, dealer or broker-dealer that participates in transactions involving sales
of shares against certain liabilities, including liabilities arising under the
Securities Act.
Because selling stockholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the selling stockholders will be
subject to the prospectus delivery requirements of the Securities Act. We have
informed the selling stockholders that the anti-manipulative provisions of
Regulation M promulgated under the Exchange Act may apply to their sales in the
market.
The selling stockholders also may resell all or a portion of their shares
in open market transactions in reliance upon Rule 144 under the Act, provided
they meet the criteria and conform to the requirements of Rule 144.
In order to comply with the securities laws of certain states, if
applicable, the shares may be sold in such jurisdictions only through registered
or licensed brokers or dealers. In addition, in certain states the shares may
not be sold unless they have been registered or qualified for sale or an
exemption from registration or qualification requirements is available and is
complied with.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the shares may not simultaneously engage in
market making activities with respect to our Common Stock for a period of two
business days prior to the commencement of such distribution. In addition and
without limiting the
-9-
<PAGE>
foregoing, each selling stockholder will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder, including, without
limitation, Rules 10b-6 and 10b-7, which provisions may limit the timing of
purchases and sales of shares of our Common Stock by the selling stockholders.
The shares were originally issued to the selling stockholders in connection
with the Merger Agreement involving MMA on October 16, 1998 pursuant to an
exemption from the registration requirements of the Securities Act. We have
agreed to register the shares under the Securities Act and to indemnify and hold
the selling stockholders harmless against certain liabilities under the
Securities Act that could arise in connection with their sale of the shares.
INDEMNIFICATION
Under Section 145 of the Delaware General Corporation Law, we can indemnify
our directors and officers against liabilities they may incur in their
capacities as officers and directors, including for liabilities under the
Securities Act. Our Bylaws provide that we will indemnify our directors and
officers to the fullest extent permitted by law. Our Bylaws also require us to
advance litigation expenses upon our receipt of an undertaking by the director
or officer to repay such advances if it is ultimately determined that the
director or officer is not entitled to indemnification. The Bylaws further
provide that rights conferred under such Bylaws do not exclude any other right
such persons may have or acquire under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
Our Certificate of Incorporation provides that, pursuant to Delaware law,
our directors will not be liable for monetary damages for breach of the
directors' fiduciary duty of care to us and our stockholders. This provision in
the Certificate of Incorporation does not eliminate the duty of care, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to us or our stockholders, for acts or omissions not
in good faith or involving intentional misconduct or knowing violations of law,
for actions leading to improper personal benefit to the director, and for
payment of dividends or approval of stock repurchases or redemptions that are
unlawful under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.
We have entered into agreements to indemnify our directors and certain of
our officers in addition to the indemnification provided for in the Certificate
of Incorporation and Bylaws. These agreements, among other things, indemnify
our directors and certain of our officers for certain expenses (including
attorneys' fees), judgments, fines and settlement amounts incurred by such
person in any action or proceeding, including any action by or for us, on
account of services as our director or officer, or as a director or officer of
any other company or enterprise to which the person provides services at our
request.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on
the public reference room. Our SEC filings are also available to the public at
the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended. This prospectus is part of a
Registration Statement we filed with the SEC (Registration No. 333- ______). The
documents we incorporate by reference are:
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<PAGE>
1. Our Annual Report on Form 10-K, as amended, for the fiscal year ended March
31, 1998;
2. Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1998;
3. Our definitive Proxy Statement filed with the SEC on July 29, 1998 in
connection with our 1998 Annual Meeting of Stockholders;
4. Our Current Report on Form 8-K for an event as of April 29, 1998 (filed May
1, 1998);
5. The description of our Class A Common Stock contained in our Registration
Statement on Form 8-A filed with the Commission on October 14, 1987
pursuant to Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such.
6. The description of our Preferred Stock Purchase Rights contained in our
Registration Statement on Form 8-A filed with the Commission on May 1,
1998 pursuant to Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such
All reports and other documents we subsequently file 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 this offering will be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
reports and documents. Any statement incorporated 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 which
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.
We will provide without charge to each person to whom this prospectus is
delivered, upon written or oral request of such person, a copy of any or all of
the foregoing documents incorporated herein by reference (other than the
exhibits to such documents, unless such exhibits are specifically incorporated
by reference into such document). Requests for such documents should be
submitted in writing to the Secretary, at Odetics, Inc., 1515 South Manchester
Avenue, Anaheim, California 92802 or by telephone at (714) 774-5000.
LEGAL MATTERS
The legality of the shares offered hereby will be passed upon for us by
Brobeck, Phleger & Harrison LLP, Irvine, California.
EXPERTS
Our consolidated financial statements appearing in our Annual Report on
Form 10-K for the year ended March 31, 1998, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
-11-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various costs and expenses to be paid by
us with respect to the sale and distribution of the securities being registered.
All of the amounts shown are estimates except for the Securities and Exchange
Commission registration fee and the Nasdaq National Market listing fee.
SEC Registration Fee..................................... $ 72.47
Nasdaq National Market additional listing fee............ 2,000.00
Printing Expenses........................................ 1,500.00
Legal Fees and Expenses.................................. 10,000.00
Accounting Fees and Expenses............................. 3,000.00
Miscellaneous............................................ 3,427.53
----------
Total................................................ $20,000.00
==========
Item 15. Indemnification of Directors and Officers
Under Section 145 of the Delaware General Corporation Law, the Registrant can
indemnify its directors and officers against liabilities they may incur in such
capacities, including liabilities under the Securities Act. The Registrant's
Bylaws provide that the Registrant will indemnify its directors and officers to
the fullest extent permitted by law and require the Registrant to advance
litigation expenses upon receipt by the Registrant of an undertaking by the
director or officer to repay such advances if it is ultimately determined that
the director or officer is not entitled to indemnification. The Bylaws further
provide that rights conferred under such Bylaws do not exclude any other right
such persons may have or acquire under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
The Registrant's Certificate of Incorporation provides that, pursuant to
Delaware law, its directors shall not be liable for monetary damages for breach
of the directors' fiduciary duty of care to the Registrant and its stockholders.
This provision in the Certificate of Incorporation does not eliminate the duty
of care, and in appropriate circumstances equitable remedies such as injunctive
or other forms of non-monetary relief will remain available under Delaware law.
In addition, each director will continue to be subject to liability for breach
of the director's duty of loyalty to the Registrant or its stockholders, for
acts or omissions not in good faith or involving intentional misconduct or
knowing violations of law, for actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.
The Registrant has entered into agreements to indemnify its directors and
certain of its officers in addition to the indemnification provided for in the
Certificate of Incorporation and Bylaws. These agreements, among other things,
indemnify the Registrant's directors and certain of its officers for certain
expenses (including attorneys' fees), judgments, fines and settlement amounts
incurred by such person in any action or proceeding, including any action by or
in the right of the Registrant, on account of services as a director or officer
of the Registrant, or as a director or officer of any other company or
enterprise to which the person provides services at the request of the
Registrant.
II-1
<PAGE>
Item 16. Exhibits
Exhibit
Number
- -------
5.1 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1).
24.1 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
Securities Act of 1933, as amended;
(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 hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any 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 price
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement; and
(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 paragraphs (1)(i) and (1)(ii) 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 us pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934, as amended, 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.
(4) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference into this 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.
II-2
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
question 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.
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 City of Anaheim, State of California, on the 30th day of
October, 1998.
ODETICS, INC.
By /s/ JOEL SLUTZKY
-------------------------------------------------
Joel Slutzky,
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Joel
Slutzky and Gregory A. Miner, jointly and severally, as attorneys-in-fact, each
with the power of substitution, for him or her in any and all capacities, to
sign any amendment to this Registration Statement and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting to said attorneys-in-fact, 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 said attorneys-in-fact or any of them, or their or his
or her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ JOEL SLUTZKY Director and Chief Executive Officer October 30, 1998
- ---------------------------------- (Principal Executive Officer)
Joel Slutzky
/S/ GREGORY A. MINER Director, Chief Operating Officer October 30, 1998
- ---------------------------------- and Chief Financial Officer
Gregory A. Miner (Principal Financial Officer)
/S/ KEVIN C. DALY Director October 30, 1998
- ----------------------------------
Kevin C. Daly
/S/ CRANDALL GUDMUNDSON Director October 30, 1998
- ----------------------------------
Crandall Gudmundson
/S/ RALPH R. MICKELSON Director October 30, 1998
- ----------------------------------
Ralph R. Mickelson
/S/ JERRY F. MUENCH Director October 30, 1998
- ----------------------------------
Jerry F. Muench
/S/ JOHN W. SEAZHOLTZ Director October 30, 1998
- ----------------------------------
John W. Seazholtz
/S/ LEO WEXLER Director October 30, 1998
- ----------------------------------
Leo Wexler
/S/ PAUL E. WRIGHT Director October 30, 1998
- ----------------------------------
Paul E. Wright
</TABLE>
II-4
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-3
UNDER
SECURITIES ACT OF 1933
ODETICS, INC.
II-5
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Exhibit
- ------- -------
5.1 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP
(included in Exhibit 5.1).
24.1 Power of Attorney (see page II-4).
II-6
<PAGE>
EXHIBIT 5.1
OPINION OF BROBECK, PHLEGER & HARRISON LLP
November 2, 1998
Odetics, Inc.
1515 South Manchester Avenue
Anaheim, California 92802
Re: Odetics, Inc. Registration Statement on Form S-3 for Resale of
55,245 Shares of Class A Common Stock
Ladies and Gentlemen:
We have acted as counsel to Odetics, Inc. a Delaware corporation
("Odetics"), in connection with the registration for resale of up to 55,245
shares (the "Shares") of Odetics' Class A Common Stock pursuant to Odetics'
Registration Statement on Form S-3 (the "Registration Statement" filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act").
This opinion is being furnished in accordance with the requirements of Item
16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed Odetics' charter documents and the corporate proceedings
taken by Odetics in connection with the issuance and sale of the Shares. Based
on such review, we are of the opinion that the Shares have been duly authorized,
and are legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder, or
Item 509 of Regulation S-K.
This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to Odetics or the
Shares.
Very truly yours,
Brobeck, Phleger & Harrison LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statements (Form S-3) and related Prospectus of Odetics, Inc. for
the registration of 55,245 shares of its Class A Common Stock and to the
incorporation by reference therein of our report dated May 4, 1998 with respect
to the consolidated financial statements and schedule of Odetics, Inc. included
in its Annual Report (Form 10-K) for the year ended March 31, 1998, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Orange County, California
November 2, 1998
