As filed with the Securities and Exchange Commission on July 29, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE ALPINE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-1620387
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1790 Broadway
New York, New York 10019
(212) 757-3333
(Address, including zip code, and telephone number,
including area code of registrant's principal executive offices)
Stewart Wahrsager, Esq.
General Counsel and Senior Vice President
The Alpine Group, Inc.
1790 Broadway
New York, New York 10019
(212) 757-3333
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Ronald R. Papa, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036-8299
(212) 969-3000
Approximate date of commencement of proposed sale to public: From time
to time after this Registration Statement has been declared effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest investment 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. |_| _______
<PAGE>
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. |_|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of shares to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered offering price aggregate offering registration
per unit (1) price (1) fee
<S> <C> <C> <C> <C>
Common Stock, par 181,839 shares $18.75 $3,409,482 $ 1,006
value $.10 per share
===================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
----------------------------------------
</TABLE>
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>
SUBJECT TO COMPLETION, DATED JULY 29, 1998
PROSPECTUS
181,839 Shares of Common Stock
THE ALPINE GROUP, INC.
------------------------------------
All of the 181,839 shares of common stock, par value $.10 per share
("Common Stock"), of The Alpine Group, Inc., a Delaware corporation (together
with its subsidiaries, unless the context otherwise requires, the "Company"),
offered hereby are being sold by stockholders of the Company (the "Selling
Stockholders"). The Company will not receive any proceeds from the sale of
shares by the Selling Stockholders. The Selling Stockholders directly, or
through agents designated by them from time to time, may sell from time to time
all or part of the Common Stock offered hereby in amounts and on terms to be
determined at the time of sale. The Selling Stockholders will pay or assume any
sales or brokerage commissions applicable to such transactions and their
attorneys' fees and disbursements in respect thereof. The Company will pay all
expenses incident to the registration of the shares of Common Stock offered
hereby under the Securities Act of 1933, as amended (the "Securities Act"). The
Selling Stockholders and brokers who execute orders on behalf of the Selling
Stockholders may be deemed underwriters as that term is used in Section 2(11) of
the Securities Act, and a portion of the proceeds of sales and commissions
therefor may be deemed underwriting compensation for purposes of the Securities
Act. See "Selling Stockholders."
------------------------------------
See "Risk Factors" starting on page 4 for a discussion of certain
factors to be considered by prospective investors.
------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------------------
No dealer, salesperson or any other person has been authorized to give any
information or make any representations not contained in this Prospectus and, if
given or made, such information or representations must not be relied upon as
having been authorized by the Company or the Selling Stockholders. This
Prospectus does not constitute an offer of any securities other than those to
which it relates or an offer to sell, or a solicitation of an offer to buy, to
any person in any jurisdiction where such an offer or solicitation would be
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstance, create any implication that the information
contained herein is correct as of any time subsequent to the date hereof.
July __, 1998
<PAGE>
TABLE OF CONTENTS
Page
THE COMPANY..................................................................-1-
AVAILABLE INFORMATION........................................................-1-
INCORPORATION BY REFERENCE...................................................-2-
RISK FACTORS.................................................................-3-
USE OF PROCEEDS..............................................................-7-
SELLING STOCKHOLDERS.........................................................-8-
LEGAL OPINION................................................................-8-
EXPERTS ....................................................................-8-
<PAGE>
THE COMPANY
The Company is a diversified industrial company principally engaged in
the manufacture and sale of copper wire and cable for the telecommunications
industry through its 50.1% owned subsidiary, Superior TeleCom Inc. (together
with its subsidiaries, unless the context otherwise requires, "Superior
TeleCom"), and specialty refractory products and services for the iron and
steel, glass, aluminum, cement and co-generation industries through its 83.4%
owned subsidiary, Premier Refractories International Inc. ("Premier"). To a
lesser degree, the Company, through Superior TeleCom, also is engaged in the
manufacture and sale of data communications and other electronics products for
military and commercial applications.
The Company was incorporated in New Jersey on May 7, 1957 and
reincorporated in Delaware on February 3, 1987. Its principal executive offices
are located at 1790 Broadway, New York, New York 10019 and its telephone number
is (212) 757-3333.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (of which this Prospectus is a part) on
Form S-3 (the "Registration Statement") under the Securities Act with respect to
the securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain portions of which
have been omitted as permitted by the rules and regulations of the Commission.
For further information with respect to the Company and the Common Stock,
reference is hereby made to the Registration Statement, to the documents
incorporated by reference therein and to the exhibits thereto.
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 Commission.
The Registration Statement, reports, proxy statements and other information
filed by the Company can be inspected and copied at the public reference
facilities of the Commission at its principal office at Judiciary Plaza, 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's
regional offices at Citicorp Center, 500 West Madison Street, Chicago, Illinois
60661, and at 7 World Trade Center, 13th Floor, New York, New York 10048. Copies
of each such document may be obtained at prescribed rates from the Public
Reference Section of the Commission at its principal office at Judiciary Plaza,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. The Commission also
maintains a Website (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. In addition, reports, proxy statements and
other information concerning the Company can be inspected and copied at the New
York Stock Exchange, Inc. (the "NYSE"), 20 Broad Street, New York, New York
10005, on which the Common Stock is listed.
<PAGE>
INCORPORATION BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended April 30, 1998; and
(b) The description of the Common Stock contained in the Company's
registration statement on Form 8-A, as filed with the Commission
on September 24, 1986, including any amendments or reports filed
for the purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 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 in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be modified or superseded,
for purposes of this Prospectus, to the extent that a statement contained herein
or in any subsequently filed document which 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.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or 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 such documents. Such requests should be directed
to The Alpine Group, Inc., 1790 Broadway, New York, New York 10019, Attention:
Corporate Secretary, telephone number (212) 757-3333.
<PAGE>
RISK FACTORS
Prospective investors should carefully consider the factors set forth
below, in addition to the other information contained or incorporated by
reference in this Prospectus, in evaluating an investment in the Common Stock
offered hereby.
Substantial Leverage
The Company's businesses are capital intensive and the Company has
incurred or assumed substantial indebtedness to finance the acquisitions of its
copper telecommunications wire and cable business and its refractories business.
In the ordinary course of business, the Company has incurred and will continue
to incur additional indebtedness to fund seasonal increases in its receivables
and inventories and the other requirements of its businesses, including working
capital requirements. The Company may incur additional debt in the future. The
Company believes that, based upon current levels of operations, it will be able
to meet its debt service obligations. If, however, the Company cannot generate
sufficient cash flow from operations to meet its obligations, or if the
Company's business operations were to deteriorate substantially, then the
Company may be required to refinance its debt, raise additional capital or take
other actions such as reducing its level of capital expenditures. There can be
no assurance, however, that any of such actions could be effected on
satisfactory terms or would be permitted by the terms of any future credit
arrangements.
Dependence on Significant Customers
A significant amount of the Company's business is dependent upon a
limited number of customers. Superior TeleCom's copper telecommunications wire
and cable business is dependent on the regional Bell operating companies (the
"RBOCs") and the two major independent telephone companies. For the fiscal year
ended April 30, 1998, the RBOCs and the two major independent telephone
companies with which Superior TeleCom currently has multi-year arrangements
accounted for 85.2% of Superior TeleCom's copper telecommunications wire and
cable net sales. Five of these customers, GTE Corporation, Bell Atlantic, Sprint
Corporation, SBC Corporation and BellSouth Corporation, accounted for 19.4%,
19.0%, 17.3%, 16.2% and 13.3%, respectively, of Superior TeleCom's net sales for
that period. As a result of announced industry consolidations, it is expected
that the number of RBOCs will be reduced. Continued consolidation among the
RBOCs could alter these customers' purchasing patterns and affect the pricing in
the copper telecommunications wire and cable business.
The iron and steel industry has historically been a major consumer of
Premier's products and services. Sales, on a pro forma basis for the January 30,
1998 acquisition of American Premier Holdings, Inc., to the iron and steel
industry for the fiscal year ended April 30, 1998 accounted for 54% of
refractory product net sales. Premier's principal customers have traditionally
been the largest companies in the iron and steel industry, with USX-US Steel
Group, Inc., Bethlehem Steel Corporation, LTV Steel Company, Inc. and Inland
Steel Industries, Inc. together accounting for approximately 22% of pro forma
net sales with respect to Premier's North American operations and British Steel
representing approximately 18% of Premier's net sales in the European markets
for that period.
Adverse conditions affecting the industries in which the Company's
customers are engaged, including, but not limited to, prolonged work stoppage or
strikes affecting the steel industry, or the loss of any of these significant
customers could materially adversely affect the Company's results of operations
and financial condition.
<PAGE>
Risks Associated with Acquisitions
The Company's growth over the past several years has been based to a
significant extent upon acquisitions. Acquisitions entail risks that investments
will fail to perform in accordance with expectations, and that business
judgments with respect to a company's revenues and operating expenses will prove
inaccurate. Acquisitions also involve risks of the diversion of management's
attention, the assimilation of the operations and personnel of the acquired
companies, the amortization of acquired intangible assets and the potential loss
of key employees, each of which could adversely affect the Company's operating
results.
The Company's ability to further expand through acquisitions depends on
many factors, including the successful identification and acquisition of
businesses, the terms and conditions of any such acquisitions and management's
ability effectively to integrate the acquired businesses into the Company. There
can be no assurance that future acquisition opportunities, if any, can be
consummated at favorable prices or on favorable terms, that the Company will be
successful in efficiently assimilating any businesses or that any such
acquisitions will be profitable.
Foreign Operations
Certain of the Company's recent acquisitions have presented it, for the
first time, with the management of substantial foreign operations. Foreign
operations are subject to certain risks inherent in conducting business abroad,
including possible nationalization or expropriation, price and exchange
controls, limitations on foreign participation in local enterprises and other
restrictive governmental actions. Changes in the relative values of currencies
take place from time to time and may materially affect the Company's results of
operations. Their effects on the Company's future operations are not
predictable. Although the Company currently has certain hedging programs, there
can be no assurance that such programs will protect it against foreign currency
exposure. Additionally, such fluctuations in foreign currencies could enable the
Company's competitors in the refractory business to sell their products at lower
prices than the Company.
Rapid Technological Change
The commercial development of fiber optics has had and is expected to
continue to have an effect on Superior TeleCom's copper telecommunications wire
and cable business. Fiber optic technology has had a major impact on certain
components of the telecommunications network where its utilization is
cost-effective, particularly in trunk lines and the long distance network. To a
lesser degree, fiber optic cable has been deployed in certain high-density
feeder applications between telephone central offices or remote locations and
major distribution points, which has, to some degree, reduced the total market
for products manufactured by Superior TeleCom. However, Superior TeleCom's
telecommunications wire and cable business is concentrated in the local loop
portion of the telecommunications network where copper wire has remained the
most widely used medium for transmission. Telephone companies are evaluating
(and in isolated cases installing on a test basis) alternative technologies,
including coaxial and fiber optic cable for providing video entertainment or
other new services. The Company believes, however, that the great majority of
businesses and homes in America will continue to be connected with the
telecommunications infrastructure via a copper-based local loop. Nevertheless,
because the telecommunications industry is undergoing rapid and intense
technological change, it is not possible at this time to predict the impact that
these developments may have on the total demand for copper wire in the local
loop. A decline in the level of purchases of copper telecommunications wire and
cable by the RBOCs and other independent telephone companies could have an
adverse effect on the copper telecommunications wire and cable industry and
thereby affect the Company.
To date, wireless technologies such as microwave, satellite and
cellular transmission have had only a limited impact on the market for copper
telecommunications wire and cable products. There can be no assurance, however,
that these technologies, along with other, newly-developed technologies, will
not have an adverse impact on the market for copper telecommunications wire and
cable products in the future.
<PAGE>
Competition
The Company operates in industries that are highly competitive. For
example, in the telecommunications wire and cable business, Superior TeleCom has
three major domestic competitors: Cable Systems International, Inc.; General
Cable Corporation; and Essex International, Inc. Superior TeleCom and other
telecommunications wire and cable producers increasingly compete on the basis of
price, service and quality. Because several RBOCs have adopted policies of
limiting the number of their suppliers and requiring that these suppliers
provide additional services, the degree of competition based on service has
increased.
In the production of refractory materials, Premier competes with a
number of companies in the United States and in the international markets,
including North American Refractories Co., Harbison Walker (whose parent
corporation recently acquired A.P. Green Industries, Inc., another competitor of
the Company) and National Refractories Co. Premier's primary competitors in the
installation of refractory products are in-house employees of iron and steel
companies and also regional refractory service contractors which, unlike
Premier, do not engage in the production of such materials. Other major
refractory producers typically contract with these regional companies to install
the products, or their customers install the products themselves. Competition is
based primarily on service, price and product performance.
In each of the business areas of the Company's subsidiaries, there are
competitors which are larger and/or have greater financial resources. There can
be no assurance that the Company's subsidiaries will be able to continue to
compete successfully or that such competition will not have a material adverse
effect on the Company's business or financial results.
Environmental Matters
The Company's manufacturing operations are subject to extensive and
evolving federal, foreign, state and local environmental and land use laws and
regulations relating, among other things, to the storage, handling, disposal,
emission, transportation and discharge of hazardous substances, materials and
waste products and often imposing stringent permitting requirements. Compliance
with these laws, regulations and permit requirements has not been material to
the operations, business or financial results of the Company and has not had a
material effect upon its capital expenditures, earnings or competitive position.
However, violation of or non-compliance with such laws, regulations or permit
requirements, even if inadvertent, could result in an adverse impact on the
operations, financial condition or liquidity of the Company.
Operations of the Company, certain of its predecessors or certain of
the companies it has acquired have resulted in releases of hazardous substances
or wastes at sites currently or formerly owned or operated by the Company or at
sites to which wastes may have been sent for disposal. The Company is presently
involved in investigatory and remedial activities at certain sites, some of
which are being conducted under the oversight of governmental authorities. In
connection with certain acquisitions and divestitures, the Company has also
assumed responsibility for and indemnified purchasers against certain
liabilities associated with contamination, if any, existing at certain of its or
its predecessors' current and former facilities.
Cyclical Nature of Businesses
The Company's products are supplied primarily to customers in
industries that are particularly sensitive to fluctuations in the general
business cycles of the United States and world economies. Demand for copper
telecommunications wire and cable is dependent on several factors, including:
the rate at which new access lines are installed in homes and businesses; the
level of infrastructure spending for items such as road-widenings and bridges,
which generally necessitates replacement of existing utilities, including
telephone cable; and the level of general maintenance spending by telephone
companies. The installation of new access lines is, in turn, partially dependent
on the level of new home construction and expansion of business and,
increasingly in recent years, on demand for
<PAGE>
additional telephone lines and lines dedicated to facsimile machines and
computer modems which are used for, among other purposes, business
communications and access to the Internet.
Worldwide demand for refractories is largely based on steel production.
The steel industry is a cyclical business characterized at times by excess
capacity, intense competition and volatile pricing. Between 1982 and 1993, U.S.
steel producers reduced their raw steel production capacity by approximately 25%
and increased efficiency through modernization of production facilities.
International steel production has been stable since 1991. There can be no
assurance that this stability will continue or that there will be any future
improvement in steel industry production or earnings.
Raw Materials
The principal raw materials used by Superior TeleCom in the manufacture
of its wire and cable products are copper, aluminum, bronze, steel and plastics
such as polyethylene and polyvinyl chloride. The cost of copper, the most
significant raw material used by Superior TeleCom in its wire and cable
business, has been subject to considerable volatility over the years. However,
this volatility has not had, nor is it expected to have, an impact on Superior
TeleCom's profitability due to customers' contractual arrangements that provide
for the pass-through of changes in copper costs through price revisions.
Nevertheless, sharp increases in the price of copper can reduce demand if
telephone companies decide to defer their purchases of copper telecommunications
wire and cable products until copper prices decline. Additionally, from time to
time, particular plastics have been difficult to obtain but, with the exception
of TeflonTM, which is in short supply, none of these shortages has required
Superior TeleCom to limit production. The inability of Superior TeleCom to
obtain sufficient quantities of raw materials could adversely affect its
operating results.
In manufacturing its specialty refractory products, the Company uses
more than 100 different raw materials which come from a variety of global
sources. Some of the more important raw materials used in the refractories
business segment are alumina, bauxite, magnesite, silicon carbide, andalusite,
calcium aluminate cements and clays. The number of sources of supply varies with
each raw material and certain key raw materials, such as zirconia and
andalusite, are found in a limited number of locations.
The raw materials used by the Company's subsidiaries are available from
several sources, and the subsidiaries have not experienced any shortage of these
raw materials in the recent past. The inability of the Company's subsidiaries to
obtain sufficient quantities of raw materials may adversely affect the Company's
operating results.
Changing Regulatory Framework
The Company's copper telecommunications wire and cable business is
subject to government regulation. For instance, in February 1996, the U.S.
Congress enacted the Telecommunications Act of 1996, which mandated fundamental
changes in the regulation of the telecommunications industry. There can be no
assurance that future government regulation will not have a material adverse
effect on the Company.
Intercorporate Relationships with Superior TeleCom
The Company may be subject to various conflicts of interest arising out
of the relationship between it and Superior TeleCom. Pursuant to the Services
Agreement between the Company and Superior TeleCom (as amended and extended to
date, the "Services Agreement"), the Company provides certain financial, audit
and accounting, corporate finance and strategic planning, legal, treasury,
insurance and administrative services to Superior TeleCom. The terms upon which
these services are provided to Superior TeleCom and the compensation therefor
were not determined in arms-length negotiations. The Services Agreement provides
for the payment by Superior TeleCom to the Company of $2.7 million per year plus
reimbursement of any third-party expenses incurred by the Company. The Company
believes that $2.7 million represents a reasonable estimate of the cost of
obtaining the services described
<PAGE>
above. Superior TeleCom's independent audit committee reviews and passes upon
all transactions between the Company and Superior TeleCom.
The Company currently owns approximately 50.1% of the outstanding
capital stock of Superior TeleCom. The Board of Directors of Superior TeleCom
currently has a majority of directors that are not affiliates of the Company.
There can be no assurance that the Company will not in the future own less than
50% of Superior TeleCom. In addition to certain changes in the Company's
accounting, tax and financial reporting positions that would result from the
Company's status as a minority stockholder of Superior TeleCom, there can be no
assurance that, under such circumstances, the Company would be able to exert
control over the policies of Superior TeleCom.
Potential Conflicts to which Certain Directors and Officers May Be Subject
Certain of the Company's directors and officers, including the Chief
Executive Officer and Chief Financial Officer, are also directors and/or
officers of Superior TeleCom and may be subject to various conflicts of interest
in connection with, for example, the negotiation of agreements between the two
companies for the provision of services and the performance by the two companies
under their existing agreements. Each of these persons will devote such time to
the business and affairs of the Company as is appropriate under the
circumstances. Each such person, however, has other duties and responsibilities
with Superior TeleCom that may conflict with the time which might otherwise be
devoted to his duties with the Company.
Antitakeover Provisions
The Company has in place certain provisions which could have an
antitakeover effect. The Company's Certificate of Incorporation provides, among
other things: (i) for a classified board of directors; (ii) that directors
cannot be removed from office without cause, except by the affirmative vote of
the holders of at least 80% of the combined voting power of the then outstanding
shares of stock entitled to vote in the election of directors; and (iii) that
the affirmative vote of the holders of at least 80% of the combined voting power
of the outstanding shares of stock entitled to vote in the election of directors
is necessary to amend or repeal the classified board and director removal
provisions.
In addition, the Company's By-Laws include a provision requiring any
stockholder who wishes to make a nomination for a director at an annual meeting
of stockholders to give written notice to the Company at least 90 days in
advance of the annual meeting. This requirement may discourage some persons from
attempting to acquire control of the Company by potentially lengthening the time
required for a person to acquire control of the Company through a proxy contest
or the election of a majority of the directors.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the shares
of Common Stock offered hereby.
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information as of the date of
this Prospectus with respect to the Selling Stockholders. The Company will not
receive any of the proceeds from the sales of shares by the Selling
Stockholders. Beneficial ownership after the offering will depend on the number
of shares sold by the Selling Stockholders.
<TABLE>
<CAPTION>
Percentage of
Number of Shares Outstanding Shares Number
Owned Prior to Owned Prior To of Shares
Selling Stockholders Offering Offering Offered
<S> <C> <C> <C>
Connecticut Development 172,330 * 172,330
Authority
Connecticut Innovations, 9,509 * 9,509
Incorporated
- --------------------
* Less than 1%.
</TABLE>
The sale of the shares by the Selling Stockholders may be effected from
time to time in transactions (which may include block transactions by or for the
account of the Selling Stockholders) on the NYSE or in negotiated transactions,
through the writing of options on such shares, a combination of such methods of
sale or otherwise. Sales may be made at fixed prices which may be changed, at
market prices prevailing at the time of sale or at negotiated prices.
The Selling Stockholders may effect such transactions by selling their
shares directly to purchasers, through broker-dealers acting as agents for the
Selling Stockholders, or to broker-dealers who may purchase shares as principals
and thereafter sell the shares from time to time on the NYSE, in negotiated
transactions or otherwise. Such broker-dealers, if any, may receive compensation
in the form of discounts, concessions or commissions from the Selling
Stockholders and/or the purchasers for whom such broker-dealers may act as
agents or to whom they may sell as principals or both (which compensation as to
a particular broker-dealer may be in excess of customary commissions).
The Selling Stockholders and broker-dealers, if any, acting in
connection with such sale might be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act and any commission received by
them and any profit on the resale of such shares might be deemed to be
underwriting discounts and commissions under the Securities Act.
LEGAL OPINION
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Stewart H. Wahrsager, Esq., Senior Vice President
and General Counsel of the Company. Mr. Wahrsager owns 11,000 shares of Common
Stock and holds options to purchase 109,083 shares of Common Stock.
EXPERTS
The consolidated financial statements and schedule of the Company as of
April 30, 1997 and 1998 and for each of the three fiscal years in the period
ended April 30, 1998 incorporated by reference in this Prospectus have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
An estimate of the fees and expenses of issuance and distribution
(other than discounts and commissions) of the Common Stock offered hereby (all
of which will be paid by the Company) is as follows:
<TABLE>
<CAPTION>
<S> <C>
SEC registration fee...................................................................... $ 1,006
Legal fees and expenses................................................................... 5,000
Accounting fees and expenses.............................................................. 5,000
Miscellaneous expenses.................................................................... 1,000
---------
Total............................................................................ $12,006
========
</TABLE>
Item 15. Indemnification of Directors and Officers
The General Corporation Law of the State of Delaware permits
corporations incorporated under the law of the State of Delaware (such as the
Company) and its stockholders to limit directors' exposure to liability for
certain breaches of the directors' fiduciary duty, either in a suit on behalf of
such corporation or in an action by stockholders of such corporation.
The Company's Certificate of Incorporation eliminates the liability of
directors to stockholders or the Company for monetary damages arising out of the
directors' breach of their fiduciary duty of care. The Company's By-laws
authorize the Company to indemnify its directors, officers, incorporators,
employees and agents with respect to certain costs, expenses and amounts
incurred in connection with an action, suit or proceeding by reason of the fact
that such person was serving as a director, officer, incorporator, employee or
agent of the Company. In addition, the Company's By-Laws permit the Company to
provide additional indemnification rights to its officers and directors and to
indemnify them to the greatest extent possible under the Delaware General
Corporation Law.
The Company maintains a standard form of officers' and directors'
liability insurance policy which provides coverage to the officers and directors
of the Company for certain liabilities, including certain liabilities which may
arise out of this Registration Statement.
Item 16. Exhibits and Financial Statement Schedules
<TABLE>
<CAPTION>
Exhibit No. Exhibit Description
<S> <C>
5 -- Opinion of Stewart Wahrsager, Esq., Senior Vice President and General Counsel of the
Company, regarding validity of securities
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Stewart Wahrsager, Esq. (contained in opinion filed as Exhibit 5)
24 -- Power of Attorney (included on signature page)
</TABLE>
<PAGE>
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;
(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;
(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, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant 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.
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 provisions described in Item 15 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 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.
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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on July 29, 1998.
THE ALPINE GROUP, INC.
By /s/ Steven S. Elbaum
Steven S. Elbaum
Chairman of the Board and
Chief Executive Officer
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Bragi F. Schut and Stewart Wahrsager, and each of
them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, without the other, for him and in his
name, place, and stead, in any and all capacities, to sign a Registration
Statement on Form S-3 of The Alpine Group, Inc., and any or all amendments
(including post-effective amendments) thereto, relating to the offering of
shares of its Common Stock, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as full to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Steven S. Elbaum Chairman of the Board and July 29, 1998
- ----------------------------------------------------
Steven S. Elbaum Chief Executive Officer
(principal executive officer)
/s/ David S. Aldridge Vice President and Chief July 29, 1998
- ----------------------------------------------------
David S. Aldridge Financial Officer (principal
financial officer and
principal accounting
officer)
/s/ Kenneth G. Byers, Jr. Director July 29, 1998
- ----------------------------------------------------
Kenneth G. Byers, Jr.
<PAGE>
/s/ Randolph Harrison Director July 29, 1998
- ----------------------------------------------------
Randolph Harrison
/s/ John C. Jansing Director July 29, 1998
- ----------------------------------------------------
John C. Jansing
/s/ Ernest C. Janson, Jr. Director July 29, 1998
- ----------------------------------------------------
Ernest C. Janson, Jr.
/s/ James R. Kanely Director July 29, 1998
- ----------------------------------------------------
James R. Kanely
/s/ Bragi F. Schut Director July 29, 1998
- ----------------------------------------------------
Bragi F. Schut
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C>
5 -- Opinion of Stewart Wahrsager, Esq., Senior Vice President and General Counsel of the
Company, regarding validity of securities
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Stewart Wahrsager, Esq. (contained in opinion filed as Exhibit 5)
24 -- Power of Attorney (included on signature page)
</TABLE>
<PAGE>
EXHIBIT 5
July 29, 1998
The Alpine Group, Inc.
1790 Broadway
New York, New York 10019
Dear Sirs:
I am General Counsel of The Alpine Group, Inc., a Delaware corporation
(the "Company"), and I am rendering this opinion in connection with the
Registration Statement on Form S-3 with exhibits thereto (the "Registration
Statement") filed by the Company under the Securities Act of 1933, as amended
(the "Act"), relating to the registration of 181,839 shares (the "Shares") of
common stock, par value $.10 per share, of the Company.
As such counsel, I have participated in the preparation of the
Registration Statement and have reviewed the corporate proceedings in connection
with the issuance of the Shares. I have also examined and relied upon originals
or copies, certified or otherwise authenticated to my satisfaction, of all such
corporate records, documents, agreements and instruments relating to the
Company, and certificates of public officials and of representatives of the
Company, and have made such investigations of law, and have discussed with
representatives of the Company and such other persons such questions of fact, as
I have deemed proper and necessary as a basis for the rendering of this opinion.
Based upon, and subject to, the foregoing, I am of the opinion that the
Shares are duly authorized, validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, I do not admit that I
am in the category of persons whose consent is required under Section 7 of the
Act, or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/ Stewart Wahrsager
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report dated June 10, 1998 included in The
Alpine Group, Inc.'s Annual Report on Form 10-K for the year ended April 30,
1998 into this Registration Statement on Form S-3 of The Alpine Group, Inc.
related to the issuance of Common Stock and to all references to our Firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
July 24, 1998
<PAGE>
