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As filed with the Securities and Exchange Commission on July 12, 1995
Registration No. 2-73658
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 5 TO
FORM S-1 REGISTRATION STATEMENT FILED ON FORM S-3
Under
THE SECURITIES ACT OF 1933
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PANATECH RESEARCH AND DEVELOPMENT CORPORATION
(Name of Registrant as Specified in its Charter)
P.O. Box 23160, Albuquerque, New Mexico 87192-1160
(505) 271-2200
(Address and Telephone Number of
Principal Executive Offices)
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DR. ARTHUR J. ROSENBERG, President
Panatech Research and Development Corporation
P.O. Box 23160, Albuquerque, New Mexico 87129-1160
(505) 271-2200
(Name, Address and Telephone Number of
Agent for Service)
3499
Nevada (Primary Standard 95-365472
(State of Incorporation) Industrial Classification (IRS Identification
Code Number) Number)
Copies of communications to:
Helen W. Melman, Esq.
1299 Ocean Avenue
Fourth Floor
Santa Monica, California 90401
(310) 458-6900
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this post-effective amendment becomes effective.
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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 reimbursement plans, please 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, check the following
box and list the Securities Act registration statement number of 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. / /
---------------
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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PROSPECTUS
873,700 Shares
PANATECH RESEARCH AND DEVELOPMENT CORPORATION
Common Stock
This Prospectus relates to 873,700 shares of the Common Stock of Panatech
Research and Development Corporation ("Panatech" or the "Company") which may be
issued upon the exercise of outstanding Class B Warrants (the "Warrants"). Each
Warrant entitles the holder to purchase one share of Common Stock, at a price of
$5.00, until June 30, 1996. The Company does not intend to extend the expiration
date of the Warrants beyond June 30, 1996.
The Warrants are redeemable by the Company at any time that the average
market price of the Common Stock for any twenty-day period is $7.00 or more per
share. The redemption price is $0.10 per Warrant. If the Company gives notice of
its intention to redeem, a holder will have 30 days in which to sell his
Warrant, exercise his Warrant or accept the redemption price.
The Company's Common Stock is traded on the NASDAQ National Market under
the Symbol "PNTC." On July ___, 1995, the closing price of the Common Stock was
$______ per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Under certain conditions, the Company will allow a commission of 5% upon
exercise of each Warrant, of which D.H. Blair & Co., Inc., the managing
underwriter of the Company's initial public offering in 1983, will receive 3.5%
and members of the National Association of Securities Dealers, Inc., which may
include D.H. Blair & Co., Inc., will receive 1.5%. See "Description of Warrants
and Plan of Distribution."
No person has been authorized to give any information or to make any
representation other than those contained in this Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the Common Stock to
which it relates, or an offer to or solicitation of any person in any
jurisdiction in which such offer or solicitation would be unlawful. The delivery
of this Prospectus at any time does not imply that information herein is correct
as at any time subsequent to its date.
The date of this Prospectus is July ____, 1995.
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AVAILABLE INFORMATION
The Company is subject to the reporting and other informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at
7 World Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may also be
obtained by written request to the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Company has filed a registration statement (File No. 2-73658)
(herein together with all amendments thereto called the "Registration
Statement") under the Securities Act of 1933, as amended, with respect to the
Common Stock offered hereby. This Prospectus does not contain all of the
information contained in the Registration Statement. For further information
with respect to the Company or the Common Stock, reference is made to the
Registration Statement and to the exhibits thereto, which may be inspected at
the Commission without charge, or copies thereof may be obtained therefrom upon
payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed with the Exchange
Commission are incorporated by reference herein as of their respective dates and
are a part hereof:
a) The Company's Annual Report on Form 10-KSB for the fiscal
year ended March 31, 1995; and
b) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed under Section 12 of the
Securities Exchange Act of 1934 and any amendment or report filed for the
purpose of updating such description.
All documents filed by the Company pursuant to Section 13, 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of this offering, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents. If any
statement in this Prospectus or in any document incorporated by reference in
this Prospectus is modified or superseded by a statement in a subsequently filed
document which is incorporated by reference in this Prospectus, the earlier
statement will be deemed for the purposes of this Prospectus to have been
modified or superseded by the subsequent statement, and the earlier statement is
incorporated
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by reference only as modified or to the extent it is not superseded.
The Company will provide without charge to each person who receives
this Prospectus, upon written or oral request, a copy of any documents
incorporated herein by reference, except for the exhibits thereto. Requests for
such documents should be directed to the Company at P.O. Box 23160, Albuquerque,
New Mexico 87192- 1160, Attention: Arthur J. Rosenberg, President, telephone
(505) 271-2200
THE COMPANY
Panatech Research and Development Corporation, through its wholly owned
subsidiary, ASM Company, Inc., is engaged in the design, manufacture and sale of
precision engineered accessories for high pressure, airless paint spraying
equipment used by industrial, commercial and residential paint contractors. The
Company's address and telephone number are: P.O. Box 23160, Albuquerque, New
Mexico 87192, (505) 271-2200.
SUMMARY CONSOLIDATED FINANCIAL DATA
(in thousands, except per share data)
Statement of Income Data:
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<TABLE>
<CAPTION>
Year Ended March 31,
-----------------------------------
1995 1994 1993
------- ------- -------
<S> <C> <C> <C>
Sales $10,002 $ 6,972 $ 5,025
Net income 1,122 757 326
Net income per share $ .31 $ .21 $ .09
</TABLE>
Balance Sheet Data:
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<TABLE>
<CAPTION>
March 31,
---------------------------------
1995 1994
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<S> <C> <C>
Total assets $8,342 $7,123
Long-term debt, net of
current portion 300 1,050
Shareholders' equity 5,441 4,086
</TABLE>
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USE OF PROCEEDS
The net proceeds from the exercise of the Warrants, approximately
$4,150,000 assuming all Warrants are exercised and a 5% commission is paid with
respect to all Warrant exercises, will be used for working capital and general
corporate purposes. Pending use of the net proceeds, the Company will invest the
funds in short-term, interest bearing, investment grade securities, United
States government securities and cash items. There is no assurance that any of
the Warrants will be exercised.
DESCRIPTION OF WARRANTS AND PLAN OF DISTRIBUTION
Each Warrant entitles the holder to purchase one share of Common Stock
at an exercise price of $5.00 per share until June 30, 1996. The Company does
not intend to extend the expiration date of the Warrants beyond June 30, 1996.
The Warrants are subject to redemption by the Company on 30 days'
notice, after the average market price (based on the daily average of the high
bid and the low ask price as reported on NASDAQ) of the Common during any
twenty-day period is $7.00 or more. The redemption price is $0.10 per Warrant.
All outstanding Warrants must be redeemed if any are redeemed. If notice of
redemption is given, a holder of a Warrant will have 30 days in which to sell
his Warrants, exercise his Warrants or accept the redemption price.
The Warrants contain provisions that protect the holders thereof
against dilution by adjustment of the exercise price in certain events, such as
stock dividends and distributions, splits, recapitalizations, mergers or
consolidations. The Company is not required to issue fractional shares upon the
exercise of a Warrant. Holders of Warrants do not possess any rights as
shareholders of the Company until the Warrants are exercised.
The Company has agreed that it will allow a commission of 5% upon
exercise of each Warrant, of which D. H. Blair & Co., Inc. will receive 3.5% and
members of the National Association of Securities Dealers, Inc. (NASD), which
may include D. H. Blair & Co., Inc., will receive 1.5%, provided that (i) at the
time of exercise the market price of the Company's Common Stock is more than the
then exercise price of the Warrant being exercised, (ii) the holder of such
Warrant indicates in writing that his exercise was solicited by a member of the
NASD and, (iii) the NASD member delivers a certificate stating that the Warrant
was not held in a discretionary account and the solicitation of the exercise of
the Warrant did not violate Rule 10b-6 promulgated under the Exchange Act. D.H.
Blair & Co., Inc. was the managing underwriter of the Company's public offering
in March 1983.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Nevada General Corporate Law makes provision for the indemnification
of officers and directors in terms sufficiently broad to indemnify officers and
directors under certain circumstances from liabilities (including reimbursement
for expenses incurred) arising under the Securities Act of 1933, as amended (the
"Securities Act"). The Company's Bylaws require the Company to indemnify its
officers and directors to the fullest extent authorized by Nevada law.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
EXPERTS
The consolidated financial statements of the Company at March 31, 1995
and for each of the two years in the period ended March 31, 1995 included in the
Company's Annual Report on Form 10-KSB have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are incorporated herein by reference in reliance upon the authority
of said firm as experts in accounting and auditing in giving said report.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses of this post-effective amendment are estimated as
follows:
<TABLE>
<CAPTION>
Amount
------
<S> <C>
Filing Fee - Securities and Exchange Commission Paid
Accountants' Fees and Expenses ................ $ 1,600
Fees and Expenses of Counsel for the Registrant 3,000
Printing and Engraving Expenses ............... 250
Blue Sky Fees and Expenses .................... *
Transfer Agent, Registrar and Warrant Agent
Fees and Expenses ......................... *
Miscellaneous Expenses ........................ *
-------
Total ..................................... $ 4,850
-------
</TABLE>
* Not applicable.
Item 15. Indemnification of Directors and Officers.
The Company's Articles of Incorporation provide that no
director or officer is liable to the Company or its shareholders for damages for
breach of fiduciary duty except for (i) acts on omissions which involve
intentional misconduct, fraud or a knowing violation of law or (ii) the payment
of dividends in violation of law.
The Nevada General Corporate Law makes provision for the
indemnification of officers and directors in terms sufficiently broad to
indemnify officers and directors under certain circumstances from liabilities
(including reimbursement for expenses incurred) arising under the Securities
Act. The Company's Bylaws require the Company to indemnify its officers and
directors to the fullest extent authorized by Nevada law.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is therefore
unenforceable.
Item 16. Exhibits
3.1 Articles of Incorporation as amended (1)
3.2 Bylaws (2)
S-1
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4.1 Warrant Agreement dated March 17, 1983 between the
Company and U.S. Stock Transfer Corporation *
4.2 Forms of Certificates for Common Stock and Class B
Warrants *
5.1 Opinion re legality *
23.1 Consent of Arthur Andersen LLP
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* Previously filed.
(1) Incorporated by reference to the Company Quarterly Report on Form 10-Q
for the quarter ended December 31, 1987.
(2) Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended March 31, 1989.
Item 17. Undertakings
The Company hereby undertakes: (1) to file, during any period
in which offers or sales of the Common Stock 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 (the "Securities
Act"); (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided that
if the information required in clauses (i) and (ii) above to be included in a
post-effective amendment hereto is contained in one or more periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, no post-effective amendment hereto shall be
required; (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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (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.
Insofar as indemnification for liabilities arising under the
Securities Act 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
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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 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 matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
S-3
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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 that it has duly caused this
Registration Statement to be signed by the undersigned, thereunto duly
authorized, in the City of Albuquerque, State of New Mexico on the 11th day of
July, 1995.
PANATECH RESEARCH AND
DEVELOPMENT CORPORATION
By: /S/ Arthur J. Rosenberg
-----------------------
Arthur J. Rosenberg,
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
/S/ Arthur J. Rosenberg President, Treasurer July 11, 1995
- ------------------------ and Director [principal
Arthur J. Rosenberg executive and financial
officer]
/S/ Joseph Elmaleh Director July 11, 1995
- ------------------------
Joseph Elmaleh
Director July ____, 1995
- ------------------------
James T. Stamas
/S/ Paul B. Rosenberg Director and Principal July 11, 1995
- ------------------------ Accounting Officer
Paul B. Rosenberg
S-4
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EXHIBIT INDEX
3.1 Articles of Incorporation as amended (1)
3.2 Bylaws (2)
4.1 Warrant Agreement dated March 17, 1983 between the
Company and U.S. Stock Transfer Corporation *
4.2 Forms of Certificates for Common Stock and Class B
Warrants *
5.1 Opinion re legality *
23.1 Consent of Arthur Andersen LLP
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* Previously filed.
(1) Incorporated by reference to the Company Quarterly Report on Form
10-Q for the quarter ended December 31, 1987.
(2) Incorporated by reference to the Company's Annual Report on Form
10-K for the year ended March 31, 1989.
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ARTHUR ANDERSEN LLP
PANATECH RESEARCH AND DEVELOPMENT CORPORATION
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated May 23, 1995
included in Panatech Research and Development Corporation's Form 10-KSB for the
year ended March 31, 1995 and to all references to our Firm included in this
registration statement.
/S/ Arthur Andersen LLP
Albuquerque, New Mexico
July 11, 1995
EXHIBIT 23.1
