<PAGE>
As filed with the Securities and Exchange Commission on December 24, 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, 1,191,323 $7.84 $9,339,972 $2,597
$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 December 21, 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>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+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. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS
(Subject to completion, dated December 24, 1998)
1,191,323 Shares
ODETICS, INC.
Class A Common Stock
The stockholders of Odetics, Inc. listed in this prospectus as Selling
Stockholders (collectively the "Selling Stockholders") may offer and sell
1,191,323 shares of our Class A Common Stock from time to time under this
prospectus, including 1,191,323 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 December 18, 1998 in
connection with a private placement of Class A Common Stock.
Each share of Class A Common Stock and associated Preferred Stock Purchase
Rights 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 December 21, 1998, the last reported sale price of the Class
A Common Stock was $7 15/16 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 ____________, 1998.
<PAGE>
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:
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 September
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; and
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 description.
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.
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.
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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.
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;
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<PAGE>
. 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 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 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
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<PAGE>
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 Economic 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. 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; and
. currency fluctuations and political and economic 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, and 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 six months ended September 30, 1998 were
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<PAGE>
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 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.
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Volatility of Stock Price. The trading price of our Common Stock has been
subject to wide fluctuations in the past, decreasing from $20.375 in October
1997 to $4.25 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 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 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 acquirer.
Although the purpose of the Stockholder Rights Plan is to provide an incentive
to potential acquirers 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 a little
more than one year, 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
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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.
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 December
21, 1998:
<TABLE>
<CAPTION>
Number of Percent of
Shares Outstanding Number of Shares
Beneficially Shares After the Registered for
Name of Selling Stockholder Owned Offering(1) Sale Hereby(2)(3)
- ------------------------------------------ ------------ ---------------- ----------------
<S> <C> <C> <C>
Catalyst Fund............................. 44,242 * 44,242
Fleet (Catalyst).......................... 22,266 * 22,266
Catalyst Fund (Bermuda), L.P.............. 17,639 * 17,639
Opportunity Catalyst...................... 38,169 * 38,169
Farvane Limited........................... 6,651 * 6,651
Chamberlin II............................. 21,976 * 21,976
Pinnacle.................................. 100,000 1.31% 100,000
Henry Partners............................ 47,736 * 37,736
Jonathan W. Old III....................... 37,736 * 37,736
Tonga Partners L.P........................ 120,500 1.58% 80,000
Pyramid Trading Limited Partnership....... 233,963 3.07% 233,963
Robert Lichtenstein....................... 196,227 2.57% 196,227
Deephaven Opportunity Trading............. 150,943 1.98% 150,943
Lorry Lichtenstein........................ 193,708 2.54% 113,208
Jacob Kiferbaum........................... 30,189 * 30,189
Tiger Capital LLC......................... 30,189 * 30,189
Sea Cap Investors LLC..................... 30,189 * 30,189
--------- ---------
Total 1,322,323 1,191,323
</TABLE>
* Represents beneficial ownership of less than 1% of the outstanding shares of
Common Stock.
_______________
(1) Based on 7,628,544 shares of Class A Common Stock outstanding as of
December 21, 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 company's private placement in December of 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
-8-
<PAGE>
amendments and supplements to the Registration Statement as may be necessary to
keep the Registration Statement effective until the earlier of: (i) two years
following the date of the prospectus; (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.
(2) 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.
(3) 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.
-9-
<PAGE>
PLAN OF DISTRIBUTION
We are registering all 1,191,323 shares on behalf of certain Selling
Stockholders. All of the shares originally were issued by us in connection with
the company's private placement in December of 1998. Odetics will receive no
proceeds from this offering. The Selling Stockholders named in the table above
or pledgees, donees, transferees or other successors-in-interest selling shares
received from a named selling stockholder as a gift, partnership distribution or
other non-sale related transfer after the date of this prospectus may sell the
shares from time to time. The Selling Stockholders will act independently of
Odetics in making decisions with respect to the timing, manner and size of each
sale. The sales may be made on one or more exchanges or in the over-the-counter
market or otherwise, at prices and at terms then prevailing or at prices related
to the then current market price, or in negotiated transactions. The Selling
Stockholders may effect such transactions by selling the shares to or through
broker-dealers. The shares may be sold by one or more of, or a combination of,
the following:
. a block trade in which the broker-dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
. purchases by a broker-dealer as principal and resale by such broker-dealer
for its account pursuant to this prospectus;
. an exchange distribution in accordance with the rules of such exchange;
. ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
. in privately negotiated transactions.
To the extent required, this prospectus may be amended or supplemented from
time to time to describe a specific plan of distribution. In effecting sales,
broker-dealers engaged by the Selling Stockholders may arrange for other broker-
dealers to participate in the resales.
The Selling Stockholders may enter into hedging transactions with broker-
dealers in connection with distributions of the shares or otherwise. In such
transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with Selling Stockholders. The
Selling Stockholders also may sell shares short and redeliver the shares to
close out such short positions. The Selling Stockholders may enter into option
or other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus. The Selling Stockholders also
may loan or pledge the shares to a broker-dealer. The broker-dealer may sell
the shares so loaned, or upon a default the broker-dealer may sell the pledged
shares pursuant to this prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Stockholders. Broker-dealers
or agents may also receive compensation from the purchasers of the shares for
whom they act as agents or to whom they sell as principals, or both.
Compensation as to a particular broker-dealer might be in excess of customary
broker-dealers or the Selling Stockholders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act in connection with
sales of the shares. Accordingly, any such commission, discount or concession
received by them and any profit on the resale of the shares purchased by them
may be deemed to be underwriting discounts or commissions 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. In
addition, any securities covered by this prospectus which qualify for sale
pursuant to Rule 144 promulgated under the Securities Act may be sold under Rule
144 rather than pursuant to this prospectus. The Selling Stockholders have
advised Odetics that they have not entered into any agreements, understandings
or arrangements with any underwriters or broker-dealers regarding the sale of
their securities. There is no underwriter or coordinating broker acting in
connection with the proposed sale of shares by Selling Stockholders.
-10-
<PAGE>
The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement 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, each
Selling Stockholder will be subject to applicable provisions of the Exchange Act
and the associated rules and regulations under the Exchange Act, including
Regulation M, which provisions may limit the timing of purchase and sales of
shares of our Common Stock by the Selling Stockholders. Odetics will make
copies of this prospectus available to the Selling Stockholders and has informed
them of the need for delivery of copies of this prospectus to purchasers at or
prior to the time of any sale of the shares.
Odetics will file a supplement to this prospectus, if required, pursuant to
Rule 424(b) under the Securities Act upon being notified by a Selling
Stockholder that any material arrangement has been entered into with a broker-
dealer for the sale of shares through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer.
Such supplement will disclose:
. the name of each such Selling Stockholder and of the participating broker-
dealer(s),
. the number of shares involved,
. the price at which such shares were sold,
. the commissions paid or discounts or concessions allowed to such broker-
dealer(s), where applicable,
. that such broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this prospectus, and
. other facts material to the transaction.
In addition, upon being notified by a Selling Stockholder that a donee or
pledgee intends to sell more than 500 shares, Odetics will file a supplement to
this prospectus.
Odetics will bear all costs, expenses and fees in connection with the
registration of the shares. The Selling Stockholder will bear all commissions
and discounts, if any, attributable to the sales of the shares. The Selling
Stockholders may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act. The Selling
Stockholders have agreed to indemnify certain persons, including broker-dealers
and agents, against certain liabilities in connection with the offering of the
shares, including liabilities arising under the Securities Act.
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.
-11-
<PAGE>
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.
LEGAL MATTERS
The legality of the shares offered hereby will be passed upon for us by
Brobeck, Phleger & Harrison LLP, Irvine, California.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K for
the year ended March 31, 1998, as set forth in their report, which is
incorporated in this prospectus by reference. Our Consolidated Financial
Statements are incorporated by reference in reliance on their report, given on
their authority as experts in accounting and auditing.
-12-
<PAGE>
================================================================================
We have not authorized any person to make a statement that differs from what is
in this prospectus. If any person does make a statement that differs from what
is in this prospectus, you should not rely on it. This prospectus is not an
offer to sell, nor is it seeking an offer to buy, these securities in any state
in which the offer or sale is not permitted. The information in this prospectus
is complete and accurate as of its date, but the information may change after
that date.
-----------------
TABLE OF CONTENTS
Page
----
WHERE YOU CAN FIND MORE
INFORMATION....................................... 2
ODETICS............................................... 2
FORWARD-LOOKING STATEMENTS............................ 3
RISK FACTORS.......................................... 3
USE OF PROCEEDS....................................... 8
SELLING STOCKHOLDERS.................................. 8
PLAN OF DISTRIBUTION.................................. 10
INDEMNIFICATION....................................... 11
LEGAL MATTERS......................................... 12
EXPERTS............................................... 12
================================================================================
ODETICS, INC.
1,191,323 Shares
of Class A Common Stock
----------
PROSPECTUS
----------
December __, 1998
================================================================================
<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.
<TABLE>
<S> <C>
SEC Registration Fee................................. $ 2,597
Nasdaq National Market additional listing fee........ 17,500
Printing Expenses.................................... 1,500
Legal Fees and Expenses.............................. 10,000
Accounting Fees and Expenses......................... 3,000
Miscellaneous........................................ 4,403
-------
Total........................................... $39,000
=======
</TABLE>
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 23 day of
December, 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 December 23, 1998
Joel Slutzky (Principal Executive Officer)
/s/ GREGORY A. MINER
- ----------------------------------------- Director, Chief Operating Officer December 23, 1998
Gregory A. Miner and Chief Financial Officer
(Principal Financial Officer)
/s/ KEVIN C. DALY
- ----------------------------------------- Director December 23, 1998
Kevin C. Daly
/s/ CRANDALL GUDMUNDSON
- ----------------------------------------- Director December 23, 1998
Crandall Gudmundson
/s/ RALPH R. MICKELSON
- ----------------------------------------- Director December 23, 1998
Ralph R. Mickelson
/s/ JERRY F. MUENCH
- ----------------------------------------- Director December 23, 1998
Jerry F. Muench
/s/ JOHN W. SEAZHOLTZ
- ----------------------------------------- Director December 23, 1998
John W. Seazholtz
/s/ PAUL E. WRIGHT
- ----------------------------------------- Director December 23, 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.
<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).
<PAGE>
EXHIBIT 5.1
OPINION OF BROBECK, PHLEGER & HARRISON LLP
December 23, 1998
Odetics, Inc.
1515 South Manchester Avenue
Anaheim, California 92802
Re: Odetics, Inc. Registration Statement on Form S-3 for Resale of
1,191,323 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 1,191,323
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 Statement (Form S-3) and related Prospectus of Odetics, Inc. for
the registration of 1,191,323 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
December 22, 1998
