<PAGE>
As filed with the Securities and Exchange Commission on January 13, 1999
Registration No. 333-69677
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
AMENDMENT NO. 1 TO
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.
Marrie Stone, 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(1)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
$0.10 par value per share (including
associated Preferred Stock Purchase Rights) 1,191,323 $7.84 $9,339,972 $2,597
===========================================================================================================
</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. Registration fee was paid on December
24, 1998.
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 January 13, 1999)
1,191,323 Shares
ODETICS, INC.
Class A Common Stock
This prospectus relates to the public offering, which is not being
underwritten, of 1,191,323 shares of our Class A common stock which is held by
some of our current shareholders. The Class A common stock includes associated
preferred stock purchase rights which entitle the holder to purchase additional
shares of Class A common stock under certain circumstances.
The prices at which the selling shareholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any of the proceeds from the sale of the
shares.
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.
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 for 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 January ___, 1999.
<PAGE>
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.
In this prospectus, "Odetics," the "Registrant," "we," "us," and "our"
refer to Odetics, Inc.
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. 333-69677). 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.
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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 us. 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 could
differ materially from those expressed or forecasted in any forward-looking
statements as a result of a variety of factors, including those set forth in
"Risk Factors" below and elsewhere in, or incorporated by reference into, this
prospectus. 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
Before purchasing the shares offered by this prospectus, you should
carefully consider the risks described below, in addition to the other
information presented in this prospectus or incorporated by reference into 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 adversely affect our business
operations. If any of the following risks actually occur, they could seriously
harm our business, financial condition or results of operations. In such case,
the trading price of our Class A common stock could decline and you may lose all
or part of your investment.
Quarterly and Annual Operating Results are Subject to Significant
Fluctuations; History of Losses. 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 which could harm
our operating results and cause the market price of our stock to decline. Such
fluctuations or losses could be due to a number of factors, not all of which are
in our control. These factors include, without limitation, the following:
. 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;
. 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 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 seriously
harm our business, financial condition
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<PAGE>
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. This would likely adversely affect the market price
of our securities in a manner which may be unrelated to our long-term operating
performance.
Uncertainty of Our Incubator Strategy. We have initiated a business
strategy called our incubator strategy, pursuant to which we intend 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 of New Products. 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 seriously
harmed 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. Any such 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.
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<PAGE>
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. As a consequence, we are subject to a broad range
of regulatory issues, and our business, financial condition and results of
operations are dependent upon global economic conditions. 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. International business operations are
subject to other inherent risks, including:
. 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;
. reduced protection for intellectual property rights in some countries; 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.
Need to Manage Growth; Risks Related to Recent and Possible Acquisitions.
Over the past year, we have significantly expanded our operations and made
several significant acquisitions, including Intelligent Controls, Inc., IMIS,
Meyer Mohaddes & Associates, Inc. and certain assets of the Transportation
Systems business of Rockwell International. This period of rapid growth and
expansion has placed and is expected to 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.
These risks include 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 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; and
. milestone requirements and liquidated damage provisions for failure
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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 adversely affect 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 seriously harm our business, financial
condition and results of operations.
Our Target Markets are Highly Competitive. We compete with numerous other
companies in our target markets and we expect such competition to increase due
to technological advancements, industry consolidations and reduced barriers to
entry. Increased competition is likely to result in price reductions, reduced
gross margins and loss of market share, any of which could seriously harm our
business, financial condition and results of operations. Many of our competitors
have far greater name recognition and financial, technological, marketing and
customer service resources than we do. This may allow them to respond more
quickly to new or emerging technologies and changes in customer requirements. It
may also enable them to 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 and competitive pressures
could adversely affect our business, financial condition and results of
operations.
Dependence on Key Personnel. Our future performance depends to a
significant extent on the continued service of 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 seriously harm 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. If we are not
able to develop and maintain the proprietary aspects of our technology, our
business, financial condition and results of operations will likely be seriously
harmed. 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. Despite our efforts, other parties
may attempt to disclose, obtain or use our technologies or solutions. Our
competitors may also 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, we have engaged in litigation in the past and
litigation 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 seriously harm 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 $20.375 in October
1997 to $4.25 in October 1998. We may not be able to increase or
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sustain the current market price of our common stock in the future. The trading
price of our common stock could continue to fluctuate in the future in response
to various factors, including, but not limited 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; and
. changes in financial estimates by securities analysts.
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.
Substantial Influence by Officers and Directors. 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. Our Class A common stock entitles the holder to 1/10th
of one vote per share and our Class B common stock entitles one holder to one
vote per share. In addition, the holders of Class B common stock are presently
entitled to elect six of the Company's nine directors. The disparity in the
voting rights between our common stock, as well as our insiders' significant
ownership of the Class B common stock, could discourage a proxy contest or make
it more difficult for a third party 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. In addition, 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. 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 and 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. The exercise of these rights could cause substantial
dilution to a particular acquirer. In addition, the existence of the stockholder
rights plan could delay or make a merger, tender offer or proxy contest more
difficult.
Year 2000 Compliance. Many currently installed computer systems and
software products are coded to accept only two digit entries in the date code
field. These systems and software products will need to accept four digit
entries to distinguish 21st century dates from 20th century dates. As a result,
computer systems and/or software used by many companies and government agencies
may need to be upgraded to comply with such Year 2000 requirements or risk
system failure or miscalculations causing disruption of normal business
activities. 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
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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 and we may not have fully identified the Year 2000 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. Our failure to address these issues on a timely basis or at
all could result in lost revenues, increased operating costs, the loss of
customers and other business interruptions, any of which 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 the number of shares owned by each of the
selling shareholders. All information contained in the table below is based
upon their beneficial ownership as of December 21, 1998: We are not able to
estimate the amount of shares that will be held by the selling shareholders
after completion of this offering because the selling shareholders may offer all
or some of the shares and because there currently are no agreements,
arrangements or understandings with respect to the sale of any of the shares.
The following table assumes that all of the shares being registered will be
sold, but selling stockholders are not making any representation that any shares
covered by prospectus will or will not be offered for sale. The selling
stockholders reserve the right to accept or reject, in whole or in part, any
proposed sale of shares.
<TABLE>
<CAPTION>
Percent of Number of Shares
Number of Shares Outstanding Shares Registered for Sale
Name of Selling Stockholder Beneficially Owned(1) After the Offering(1) Hereby(1)
- ---------------------------------------------- --------------------- --------------------- -------------------
<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 * 100,000
Henry Partners................................ 47,736 * 37,736
Jonathan W. Old III........................... 37,736 * 37,736
Tonga Partners L.P............................ 120,500 * 80,000
Pyramid Trading Limited Partnership........... 233,963 * 233,963
Robert Lichtenstein........................... 196,227 * 196,227
Deephaven Opportunity Trading................. 150,943 * 150,943
Lorry Lichtenstein............................ 193,708 1.1% 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 Class A common stock.
(1) Based on 7,628,544 shares of Class A common stock outstanding as of
December 21, 1998. This Prospectus 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.
-8-
<PAGE>
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
our 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 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.
-9-
<PAGE>
PLAN OF DISTRIBUTION
We are registering all 1,191,323 shares on behalf of certain selling
stockholders. We originally issued all of the shares in connection with a
private placement we conducted in December 1998. We will not receive any of the
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 us 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. We 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.
We 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, we will file a supplement to this
prospectus.
We 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 Odetics
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 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
<TABLE>
<CAPTION>
Page
----
<S> <C>
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
LEGAL MATTERS............................................................. 12
EXPERTS................................................................... 12
</TABLE>
================================================================================
================================================================================
ODETICS, INC.
1,191,323 Shares
of Class A Common Stock
__________________
PROSPECTUS
__________________
January __, 1999
================================================================================
<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.
<PAGE>
Item 16. Exhibits
<TABLE>
<CAPTION>
Exhibit
Number
- -------
<C> <S>
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.
</TABLE>
___________
* Previously filed.
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
<PAGE>
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.
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.
<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 Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Anaheim, State of California, on the 11th day of
January, 1999.
ODETICS, INC.
By /S/ JOEL SLUTZKY
----------------------------------
Joel Slutzky,
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the 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 January 11, 1999
- ------------------------------ (Principal Executive Officer)
Joel Slutzky
/S/ GREGORY A. MINER Director, Chief Operating Officer January 11, 1999
- ------------------------------ and Chief Financial Officer
Gregory A. Miner (Principal Financial Officer)
* Director January 11, 1999
- ------------------------------
Kevin C. Daly
* Director January 11, 1999
- ------------------------------
Crandall Gudmundson
* Director January 11, 1999
- ------------------------------
Ralph R. Mickelson
* Director January 11, 1999
- ------------------------------
Jerry F. Muench
* Director January 11, 1999
- ------------------------------
John W. Seazholtz
* Director January 11, 1999
- ------------------------------
Leo Wexler
* Director January 11, 1999
- ------------------------------
Paul E. Wright
* By: /S/ JOEL SLUTZKY
-------------------------
Joel Slutzky,
Attorney-in-Fact
</TABLE>
