<PAGE> 1
As filed with the Securities and Exchange Commission on August 29, 1995
Registration No. 33-88708
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
GENERAL AUTOMATION, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-2488811
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
17731 Mitchell North
Irvine, California 92714
(714) 250-4800
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
______________________
Robert D. Bagby
17731 Mitchell North
Irvine, California 92714
(714) 250-4800
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Scott E. McConnell, Esq.
Higham, McConnell & Dunning
28202 Cabot Road, Suite 450
Laguna Niguel, California 92677-1250
______________________
Approximate date of commencement of proposed sale to the public: As
soon as practicable 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, 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/
<PAGE> 2
[COVER PAGE CONTINUED]
<TABLE>
<CAPTION>
===============================================================================================================
CALCULATION OF REGISTRATION FEE
===============================================================================================================
Proposed Proposed
maximum maximum Amount
offering aggregate of
Title of securities Amount to be price per offering registration
to be registered registered share price(1) fee
==============================================================================================================
<S> <C> <C> <C> <C>
Common Stock,
$.10 par value
per share 125,000 $0.5625 $70,313 $100.00(2)
==============================================================================================================
</TABLE>
______________
(1) The offering price is estimated pursuant to the provisions of Rule 457
solely for the purpose of calculating the registration fee (based on
the closing sale price for the Registrant's Common Stock on the
American Stock Exchange on January 19, 1995).
(2) Previously paid.
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.
<PAGE> 3
P R O S P E C T U S
125,000 Shares
GENERAL AUTOMATION, INC.
Common Stock
This Prospectus relates to 125,000 shares of Common Stock (the
"Shares") of General Automation, Inc. (the "Company"). The Shares may be
offered and sold from time to time by and for the account of one or more of the
shareholders (the "Selling Shareholders") of the Company identified under the
caption "Selling Shareholders." The Company will receive no part of the
proceeds of such sales. The Company will bear all of the expenses incurred in
connection with the offer and sale of the Shares, other than any commissions,
discounts or fees of underwriters, dealers or agents.
The sale of the Shares by the Selling Shareholders may be effected
from time to time in one or more transactions (which may involve block
transactions, purchases by a broker or dealer as principal and resale by such
broker or dealer for its own account pursuant to this Prospectus, ordinary
brokerage transactions and transactions in which brokers solicit purchases) on
the American Stock Exchange, in special offerings, exchange distributions or
secondary distributions pursuant to and in accordance with the rules of such
exchange, in negotiated transactions or otherwise, at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, or at
negotiated prices. In effecting sales, brokers or dealers engaged by the
Selling Shareholders may arrange for other brokers or dealers to participate.
Brokers or dealers selected by the Selling Shareholders may receive commissions
or discounts from the Selling Shareholders in amounts to be negotiated
immediately prior to sale (and which, as to a particular broker, may be in
excess of customary commissions). The Selling Shareholders and such brokers or
dealers, or any other participating brokers or dealers, may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act") in connection with such sales.
The Company's Common Stock is traded on the American Stock Exchange.
On August __, 1995, the closing price of the Company's Common Stock on the
American Stock Exchange was $_____ per share.
___________________________________
AN INVESTMENT IN THE COMPANY'S COMMON STOCK INVOLVES
CERTAIN RISKS. SEE "RISK FACTORS" BELOW.
___________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
___________________________________
The date of this Prospectus is ____________, 1995
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). These reports, proxy statements
and other information filed by the Company 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 following Regional Offices: 7 World
Trade Center, New York, New York 100048, and 500 West Madison Street, Chicago,
Illinois 60661. Copies of such material can also be obtained at prescribed
rates from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. The Company's Common Stock is listed on the
American Stock Exchange. Reports, proxy statements and other information
concerning the Company can be inspected at The American Stock Exchange, Inc.,
86 Trinity Place, New York, New York 10006-1818.
The Company has filed a registration statement with the Commission
with respect to the Shares being offered under this Prospectus (the
"Registration Statement"). This Prospectus does not contain all of the
information contained in the Registration Statement, certain portions of which
have been omitted pursuant to the rules and regulations of the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
hereby incorporated by reference into this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994, as amended by the Company's Form
10-K/A filed with the Commission on January 4, 1995 and the
Form 10-K/A filed with the Commission on August 29, 1995.
(b) The Company's report on Form 8-K dated November 10, 1994, as
amended by the Company's report on Form 8-K/A filed with the
Commission on November 28, 1994.
(c) The Company's reports on Form 10-Q for the quarters ended
December 31, 1994, March 31, 1995 and June 30, 1995.
(d) The description of the Company's Common Stock set forth in its
Registration Statement on Form 8-A, filed pursuant to Section
12 of the Exchange Act, including any amendments or reports
filed for the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
Prospectus and prior to the termination of the offering covered by this
Prospectus, shall be deemed to be incorporated by reference into this
Prospectus from the respective dates of filing of such documents, except as to
any portion of any future Annual or Quarterly Report to Shareholders which is
not deemed filed under such provisions. For purposes of this Prospectus, any
statement in a document incorporated by reference herein shall be deemed to be
modified or superseded to the extent that a statement contained in this
Prospectus or in any other subsequently filed document which also is
incorporated by reference, or in a supplement or appendix to this Prospectus,
modifies or supersedes a statement in such document. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
-2-
<PAGE> 5
The Company will provide without charge to each person to whom a copy of this
Prospectus has been delivered, upon the written or oral request of such person,
a copy of any and all of the documents referred to above which have been or may
be incorporated in this Prospectus by reference, other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
the document which this Prospectus incorporates. Written or oral requests
should be directed to General Automation, Inc., 17731 Mitchell North, Irvine,
California 92714; Attention: Corporate Secretary; Telephone (714) 250-4800.
THE COMPANY
General Automation, Inc. (the "Company") was incorporated in California
in 1967 and reincorporated in Delaware in 1986. The Company is engaged in the
development, design, integration, assembly and marketing of multi-user computer
systems using commercially available components, including the recently
introduced Power and Power PC(TM) microprocessors running IBM's AIX(TM) UNIX(R)
operating system, as well as other microprocessors, and the Company's R91(TM)
Post Relational Database Application Environment. The R91 is an enhanced
version of the Pick(R) operating system, offering functions and features not
available on the standard Pick system, such as transaction logging, remote "Q"
pointers, and performance and diagnostic measuring features. The Company also
sells open system business solutions using proprietary applications software,
such as its ZEBRA 2000(TM), which is a complete library automation package, and
the Service Advantage System, which is a service company management system. The
Company also provides field and support services through a network of customer
service representatives.
As of September 30, 1994, the end of the Company's most recently
completed fiscal year, the Company had an accumulated deficit of $40,457,000.
The Company's principal executive offices are located at 17731 Mitchell
North, Irvine California, and its telephone number is (714) 250-4800.
RISK FACTORS
Prospective purchasers of the Shares offered hereby should consider, in
addition to the information set forth elsewhere in this Prospectus or
incorporated herein by reference, the following risk factors concerning the
Company:
Recent Operating Losses. The Company has incurred losses before
extraordinary items in each of its last three, and four of its last five,
fiscal years. There can be no assurance that the Company will be able to
achieve or sustain profitable operations in the future.
Possible Loss of AMEX Listing. The Company's Common Stock is listed on
the American Stock Exchange (the "Exchange"). In determining whether a
security warrants continued listing on the Exchange, the Exchange does not rely
on any precise mathematical formula. Rather, it considers many factors,
including the degree of investor interest in the issuer of the security, the
issuer's prospects for growth, and whether the security has suitable
characteristics for auction market trading. The Rules of the Exchange state,
however, that the Exchange will normally consider delisting a security if any
one of a number of events shall occur, including the following: (i) the issuer
has stockholders' equity of less than $4,000,000 and has sustained losses from
continuing operations in three of its four most
-3-
<PAGE> 6
recent fiscal years, or (ii) the security has traded for a substantial period
of time at a low price per share. The Company has sustained losses before
extraordinary items in each of its last three fiscal years, and the Company's
stockholders' equity as of September 30, 1994, its most recent fiscal year-end,
was $3,246,000. Moreover, the Company's Common Stock has traded at less than
$1.00 per share during most of the preceding two years. As of the date of this
Prospectus, however, the Company has received no notice that the Exchange is
reviewing the listing of the Company's Common Stock. The delisting of the
Company's Common Stock on the Exchange could have a material adverse effect on
the market for, and the market price of, the Company's Common Stock, and a
material adverse effect on the ability of the Company to raise capital.
Technological Innovations; Decreasing Profit Margin. Competition in
the computer hardware market is intense and is characterized by constant
introduction of new, more cost effective products caused by rapid technological
advances. The Company in the past has been able to keep pace with these
technological changes. However, during the last approximately eighteen months,
it has become more apparent that the Company cannot continue to compete
effectively with its own hardware platforms, and has made the decision to focus
its resources on the integration and distribution of hardware products
engineered and manufactured by other companies, with value added features
provided by the Company, such as its R91 Post Relational Database Application
Environment, and full service and support. This change has resulted in a
decrease in the gross profit margins which the Company is able to achieve on
its hardware sales.
Competition. The Company competes with a number of companies, many of
which have substantially greater financial, technological, marketing and other
resources than the Company. Such competitors include Data General Corporation,
Digital Equipment Corporation, Hewlett Packard Company, and International
Business Machines.
Cash Flow Constraints; Potential Need for Additional Financing. The
Company continues to operate under restricted cash resources. The Company has
an agreement with a lender for a revolving line of credit, not to exceed
$800,000, which is collateralized by domestic accounts receivable. The
agreement is renewable at six month intervals and bears interest at a rate of
prime plus 6%, but not less than 14%. In addition, there are other monthly
costs for maintaining the line of credit. Because the amount of credit
available is dependent upon accounts receivable levels, varying levels of
domestic activity could preclude full utilization of this credit facility,
which might require that the Company obtain financing from alternative sources.
There can be no assurance that the Company will be able to obtain financing
from other sources if necessary.
Dependence Upon Key Personnel. The Company is substantially dependent
upon the continuing services of Mr. Robert Bagby, the Company's President and
Chief Executive Officer, who is 62 years old, Mr. John R. Donnelly, the
Company's Vice President Finance and Chief Financial Officer, who is 60 years
old, and Jane Christie, the Company's Vice President, Customer Services, who is
44 years old.
Lack of Dividends. The Company has not previously paid dividends to
its shareholders, and does not anticipate doing so in the foreseeable future.
-4-
<PAGE> 7
SELLING SHAREHOLDERS
All of the Shares offered by this Prospectus are being offered by the
Selling Shareholders for their own respective accounts. The following table
sets forth certain information as of August ___ 1995 with respect to the
Selling Shareholders and the shares of the Company's Common Stock which they
beneficially own:
<TABLE>
<CAPTION>
Percentage
of Class
Shares Owned Shares Shares Owned Owned
Name of Selling Prior to Covered by After the After
Shareholder Offering Prospectus Offering(1) Offering(1)
--------------- ------------ ---------- ----------- -----------
<S> <C> <C> <C> <C>
Robert Kramer 75,000 75,000 -0- 0%
Lawrence Michels(2) 764,833(3) 50,000 714,833(3) 9.2%
</TABLE>
(1) Assuming the sale of all of the Shares to which this Prospectus
relates.
(2) Mr. Michels is Chairman of the Board of Directors of the Company.
(3) Includes 535,000 shares subject to currently exercisable stock
options.
PLAN OF DISTRIBUTION
The sale of the Shares by the Selling Shareholders may be effected
from time to time in one or more transactions (which may involve block
transactions, purchases by a broker or dealer as principal and resale by such
broker or dealer for its own account pursuant to this Prospectus, ordinary
brokerage transactions and transactions in which brokers solicit purchases) on
the American Stock Exchange, in special offerings, exchange distributions or
secondary distributions pursuant to and in accordance with the rules of such
exchange, in negotiated transactions or otherwise, at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, or at
negotiated prices. In effecting sales, brokers or dealers engaged by the
Selling Shareholders may arrange for other brokers or dealers to participate.
Brokers or dealers selected by the Selling Shareholders may receive commissions
or discounts from the Selling Shareholders in amounts to be negotiated
immediately prior to sale (and which, as to a particular broker, may be in
excess of customary commissions). The Selling Shareholders and such brokers or
dealers, or any other participating brokers or dealers, may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act") in connection with such sales.
The Company has agreed to maintain the effectiveness of the
Registration Statement covering the Shares offered by this Prospectus until the
earlier of (i) March 31, 1996, or (ii) the sale of all of the Shares offered
hereby. The Company has also agreed to pay the fees and expenses incurred by
it in connection with the preparation and filing of the Registration Statement
of which this Prospectus is a part. However, the Selling Shareholders are
responsible for any commissions, discounts or fees of underwriters, brokers,
dealers or agents, and any transfer taxes applicable to the Shares sold
pursuant to this Prospectus.
-5-
<PAGE> 8
EXPERTS
The Consolidated Financial Statements of the Company and its
subsidiaries as of September 30, 1993 and 1994 and for each of the years in the
three-year period ended September 30, 1994, which are incorporated into this
Prospectus and the Registration Statement of which it is a part, by reference
to the Company's Annual Report on Form 10-K for the year ended September 30,
1994, have been examined by Price Waterhouse LLP, independent certified public
accountants, as set forth in their report on such Financial Statements, which
has been incorporated herein by reference to that Annual Report on Form 10-K,
and are so incorporated in reliance upon such report and upon the authority of
such firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the issuance of the Common Stock offered hereby will
be passed upon for the Company by Higham, McConnell & Dunning, 28202 Cabot
Road, Suite 450, Laguna Niguel, California 92677-1250.
-6-
<PAGE> 9
==================================================
No dealer, salesman or other person has
been authorized to give any information or make
any representations in connection with this
offering other than those contained in this
Prospectus (including any Prospectus Supplement)
and, if given or made, such information or
representations must not be relied upon as
having been authorized by the Company or by any
of the Selling Shareholders. This Prospectus
(including any Prospectus Supplement) does not
constitute an offer to sell or a solicitation of
an offer to buy any of these securities in any
state to any person to whom it is unlawful to
make such offer or solicitation in such state.
The delivery of this Prospectus at any time does
not imply that the information contained herein
is correct as of any time subsequent to its
date.
---------------
TABLE OF CONTENTS
Page
----
Available Information..................... 2
Incorporation of Certain Documents
by Reference............................ 2
The Company............................... 3
Risk Factors.............................. 3
Selling Shareholders...................... 5
Plan of Distribution...................... 5
Experts................................... 6
Legal Matters............................. 6
==================================================
==================================================
125,000
Shares of
Common Stock
GENERAL AUTOMATION, INC.
___________
PROSPECTUS
___________
_______________, 1995
==================================================
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
-------------------------------------------
The following sets forth the estimated amounts of expenses in
connection with the offering of the shares of Common Stock pursuant to this
Registration Statement, all of which shall be borne by the Company:
<TABLE>
<S> <C>
Securities and Exchange Commission Fee ........... $ 100
*Accounting Fees and Expenses .................... $ 4,300
*Legal Fees and Expenses ......................... $ 7,000
*Miscellaneous Expenses .......................... $ 1,100
-------
Total .......................... $12,500
=======
</TABLE>
- -------------
* Estimated.
Item 15. Indemnification of Directors and Officers
-----------------------------------------
Section 145 of the Delaware General Corporation 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. Indemnification
Agreements entered into by the Company and its officers and directors
provide that the Company shall indemnify its officers and directors to
the fullest extent permitted by law.
In addition, as permitted by Section 102(b)(7) of the Delaware
General Corporation Law, the Company's Certificate of Incorporation
provides that a director of the Company shall not be liable to the
Company or its shareholders for monetary damages for breach of the
director's fiduciary duty of care. However, as provided by Delaware
law, such limitation of liability will not act to limit liability (i)
for any breach of the director's duty of loyalty to the Company or its
shareholders, (ii) for any acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law,
(iii) arising under the provisions of the Delaware General Corporation
Law relating to unlawful distributions, or (iv) for any transaction
from which the director derived an improper benefit.
Item 16. Exhibits
--------
5 Opinion of Higham, McConnell & Dunning
23.1 Consent of Higham, McConnell & Dunning (included in Exhibit 5)
23.2 Consent of Price Waterhouse LLP
24 Power of Attorney (set forth on the signature page of this
Registration Statement)
Item 17. Undertakings
------------
(a) 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:
II-1
<PAGE> 11
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represents a
fundamental change in the information set forth in this
Registration Statement;
(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 the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Registrant pursuant to the provisions described under Item 15
above, 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 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
of 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 matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-2
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Pre-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Irvine, State of California, on the 28th day of August, 1995.
GENERAL AUTOMATION, INC.
By: /s/ ROBERT D. BAGBY
-------------------------------
Robert D. Bagby, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ LAWRENCE MICHELS* Chairman of the Board August 28, 1995
- -------------------------- and Director
Lawrence Michels
/s/ LEONARD N. MACKENZIE* Vice Chairman August 28, 1995
------------------------- and Director
Leonard N. Mackenzie
/s/ ROBERT D. BAGBY President, Chief August 28, 1995
------------------------- Executive Officer and
Robert D. Bagby Director
/s/ JOHN R. DONNELLY Chief Financial August 28, 1995
------------------------- Officer
John R. Donnelly (Principal Accounting
Officer)
/s/ PHILIP T. NODEN* Director August 28, 1995
-------------------------
Philip T. Noden
/s/ PAUL MORIGI* Director August 28, 1995
-------------------------
Paul Morigi
/s/ ROBERT M. MCCLURE* Director August 28, 1995
-------------------------
Robert M. McClure
* By: /s/ JOHN R. DONNELLY
--------------------------
John R. Donnelly
Attorney-in-Fact
</TABLE>
S-1
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
----------- ----------- -------------
<S> <C> <C>
5 Opinion of Higham, McConnell & Dunning
23.1 Consent of Higham, McConnell & Dunning (included in
Exhibit 5)
23.2 Consent of Price Waterhouse LLP
24 Power of Attorney (set forth on the signature page
of this Registration Statement)
</TABLE>
<PAGE> 1
EXHIBIT 5
[HIGHAM, MCCONNELL & DUNNING LETTERHEAD]
(714) 365-5517
August 28, 1995
General Automation, Inc.
177431 Mitchell North
Irvine, California 92714
Re: Registration Statement on Form S-3
----------------------------------
Gentlemen:
At your request, we have examined the form of Registration Statement on
Form S-3 (the "Registration Statement") filed by General Automation, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration under the Securities Act of
1933, as amended, of 125,000 shares of Common Stock, $.10 par value per share
(the "Shares"), for the benefit of certain of the Company's shareholders named
in the Registration Statement (the "Selling Shareholders").
We have examined the proceedings heretofore taken in connection with
the authorization and issuance of the Shares.
Based upon such examination and subject to compliance with applicable
state securities or "blue sky" laws, it is our opinion that the Shares will, on
the effective date of the Registration Statement, constitute legally issued and
outstanding shares of the Company's Common Stock, $.10 par value per share,
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and to the use of our name under the caption "Legal Matters" in the
Prospectus which is a part of the Registration Statement.
Very truly yours,
HIGHAM, McCONNELL & DUNNING
/s/ HIGHAM, MCCONNELL & DUNNING
------------------------------
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated November 23, 1994 appearing on page 31 of General Automation, Inc.'s
Annual Report on Form 10-K/A for the year ended September 30, 1994. We also
consent to the reference to us under the heading "Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
- ------------------------
PRICE WATERHOUSE LLP
Costa Mesa, California
August 25, 1995
