TRIDEX CORP, 424B3, 1996-11-15

TRIDEX CORP
424B3, 1996-11-15
COMPUTER PERIPHERAL EQUIPMENT, NEC

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Filed pursuant to Rule 424(b)(3)
Registration No. 333-15021

PROSPECTUS

TRIDEX CORPORATION
693,184 SHARES OF COMMON STOCK (NO PAR VALUE PER SHARE)

------------------------

This Prospectus relates to the offering for sale (the "Offering") of a
total of 693,184 shares (the "Shares") of Common Stock, no par value per
share (the "Common Stock"), of Tridex Corporation ("Tridex" or the "Company").
All of the Shares were issued or are issuable upon the conversion or exercise
of the Company's outstanding 10.5% Senior Subordinated Convertible Debentures
due December 31, 1997 (the "Debentures"), the Company's outstanding convertible
8% Promissory Notes due December 31, 1997 (the "Ultimate Notes"), warrants to
purchase Common Stock issued to the initial purchasers of the Debentures (the
"Placement Warrants"), warrants to purchase Common Stock issued to the
Placement Agent of the Debentures (the "Agent Warrants"), and warrants to
purchase Common Stock issued to certain of the Company's Directors (the
"Directors' Warrants"). The Shares also include shares of Common Stock
previously issued upon conversion of the convertible 10% Promissory Notes (the
"Ithaca Notes") of the Company's subsidiary Ithaca Peripherals Incorporated
("Ithaca"). The holders of the Shares and the Debentures, the Ultimate Notes,
the Placement Warrants, the Agent Warrants, and the Directors' Warrants are
sometimes hereinafter referred to collectively as the "Selling
Securityholders".

For a description of the recent reorganization of certain subsidiaries of
the Company and the initial public offering of the common stock of its
subsidiary Transact Technologies Incorporated, see "The Company".

The Common Stock is traded on the Nasdaq National Market under the symbol
"TRDX." On November 12, 1996, the last reported sale price of the Common Stock
was $12.5625. The Selling Securityholders intend to sell the Shares in market
transactions on a continuous or delayed basis, subject to certain limitations
imposed by federal and state securities laws, at market prices from time to
time. In connection with sales, it is expected that the Selling Securityholders
may incur a standard commission charge. The selling price of the Shares cannot
be determined at this time.

SEE "INVESTMENT CONSIDERATIONS" FOR A DISCUSSION OF CERTAIN FACTORS WHICH
SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT
IN THE SHARES OFFERED HEREBY.

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.

The date of this Prospectus is November 14, 1996.
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AVAILABLE INFORMATION

The Company and its 80.3% owned subsidiary Transact Technologies
Incorporated ("Transact") are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") and in
accordance therewith file reports and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed with the Commission can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549; 7 World Trade Center, 13th Floor, New
York, New York 10098 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60621. Copies of such material can be obtained at prescribed rates from the
Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C.
20549. Such reports and other information concerning the Company and Transact
can also be inspected at the offices of the Nasdaq National Market, 1735 K
Street, NW, Washington, DC 20006.

This Prospectus constitutes a part of a Registration Statement filed by the
Company with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus omits certain of the information contained in
the Registration Statement, and reference is hereby made to the Registration
Statement and to the exhibits relating thereto for further information with
respect to the Company and the Offering. Any statements contained herein
concerning the provisions of any document are not necessarily complete, and, in
each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed by the Company under the Exchange
Act with the Commission are incorporated herein by reference:

(1) The Company's Annual (Transition) Report on Form 10-K for the
transition period from April 2, 1995 through December 31, 1995.

(2) The Company's Quarterly Report on Form 10-Q for the period ended
March 30, 1996.

(3) The Company's Quarterly Report on Form 10-Q for the period ended
June 29, 1996.

(4) The Company's Quarterly Report on Form 10-Q for the period ended
September 28, 1996.

(5) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form 8-A filed August 8, 1995.

The following documents, or identified sections thereof, heretofore filed
by Transact with the Commission are incorporated herein by reference:

(1) The sections under the following captions of Transact's
Prospectus, dated August 22, 1996 and filed as part of its Registration
Statement on Form S-1 (No. 333-06895) under the Securities Act: (a) Risk
Factors; (b) Business; and (c) Management.

(2) Current Report on Form 8-K under the Exchange Act, filed September
11, 1996.

All documents filed by the Company pursuant to Sections 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 the Offering shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents. All
documents filed by Transact pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date of this Prospectus and prior to the date
of the Distribution (as defined herein) shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed documents which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the written or oral request of such
person, a copy of any or all of the documents referred to above which have been
or may be incorporated by reference herein other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference herein).
Requests for such copies should be directed to: Tridex Corporation, 61 Wilton
Road, Westport, Connecticut 06880, Attention: George T. Crandall, Secretary;
telephone (203) 226-1144.

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THE OFFERING

THE ISSUER

Tridex Corporation ("Tridex" or the "Company"), through its wholly-owned
subsidiaries, Ultimate Technology Corporation ("Ultimate") and Cash Bases GB
Limited ("Cash Bases"), through its Tridex Ribbons division and through its
80.3% owned subsidiary, Transact Technologies Incorporated ("Transact") is a
leading designer, manufacturer, integrator and marketer of high quality,
specialized systems and peripheral devices used in the retail point-of-sale
("POS"), gaming and lottery, financial service and kiosk markets and other
transaction based applications. See "The Company."

SECURITIES OFFERED

Securities Offered.............. 693,184 shares of Common Stock, issued or
issuable upon conversion of the Debentures,
the Ultimate Notes and the Ithaca Notes and
upon the exercise of the Placement Warrants,
the Agent Warrants, and the Directors'
Warrants.

Common Stock Outstanding(1)..... 3,989,753 shares

Common Stock to be Outstanding
after the Offering(2)........... 5,281,571 shares
- ---------------
(1) As of September 28, 1996, including 55,240 of the shares being registered
hereunder.

(2) Includes Shares being registered hereunder and 653,874 additional shares
acquirable upon the exercise of options granted under the Company's 1989
Long Term Incentive Plan (the "1989 Plan").

PLAN OF DISTRIBUTION

The Company's Common Stock is quoted on the Nasdaq National Market. The
distribution of the shares of Common Stock offered hereby by the Selling
Securityholders may be effected from time to time in one or more transactions
(which may involve block transactions) on the Nasdaq National Market, in
negotiated transactions, through the writing of options or shares (whether such
options are listed on an options exchange or otherwise), or a combination of
such methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated prices. The Selling
Securityholders may effect such transactions by selling shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Securityholders and/or
purchasers of shares for whom they may act as agent (which compensation may be
in excess of customary commissions).

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the Shares. In
the case of Shares acquired by Selling Securityholders through the exercise of
options and warrants, the Company will have received payment of the exercise
price thereunder. In the case of conversion of Debentures or Ultimate Notes, the
Company will have received no additional consideration, but such conversions
have reduced and will reduce the outstanding principal amount of Debentures or
Ultimate Notes.

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INVESTMENT CONSIDERATIONS

BEFORE INVESTING PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER,
AMONG OTHER FACTORS, THE FOLLOWING MATTERS AND THE MATTERS DESCRIBED
UNDER "RISK FACTORS" IN THE TRANSACT PROSPECTUS DATED AUGUST 22, 1996.
SEE "AVAILABLE INFORMATION" AND "INCORPORATION BY REFERENCE."

RISK OF NON-COMPLETION OF THE DISTRIBUTION TRANSACTION

In June 1996, Tridex filed with the Internal Revenue Service (the "IRS") an
application for a ruling that the distribution (the "Distribution") to holders
of Tridex common stock, on an approximately one-to-one basis, of the 5,400,000
shares of Transact common stock owned by Tridex will constitute a tax free
reorganization for purposes of the Internal Revenue Code of 1986, as amended
(the "Code"). If Tridex receives a favorable ruling from the IRS, it intends to
complete the Distribution as early as practicable in 1997. However, no assurance
can be given as to whether or when the IRS will issue a favorable ruling or that
the Distribution will occur. The business of Tridex after the Distribution, its
results of operations and its financial condition will be substantially
different from its historical business, results of operations and financial
condition. See "The Company" and "Relationship Between Tridex and Transact."

If the IRS issues a favorable ruling and certain other conditions are
satisfied, Tridex will proceed with the Distribution, after which the 5,400,000
shares of common stock of Transact owned by Tridex prior to the Distribution
will be owned by the holders of Tridex Common Stock as of the record date for
the Distribution (the "Record Date"), and Transact will no longer be a
subsidiary of Tridex. If the IRS does not issue a favorable ruling, Tridex may
either request reconsideration, resubmit its request based on changes in facts
and circumstances, if any, or abandon the Distribution. If Tridex abandons the
Distribution, it may either maintain ownership of Transact as a consolidated
subsidiary or sell shares of Transact common stock in subsequent public
offerings or private sales. Although Tridex expects to effect the Distribution,
it is possible that the Distribution will not occur within the time frame
contemplated, or at all.

TRIDEX AFTER THE DISTRIBUTION

Assuming that the Distribution occurs, Tridex would be comprised of its
wholly-owned subsidiaries Ultimate and Cash Bases and its Tridex Ribbons
division. Assuming that the Distribution occurred as of September 28, 1996, that
all 910,206 options and warrants outstanding as of that date (including options
granted under the 1989 Plan, Placement Warrants, Agent Warrants and Directors'
Warrants, but excluding 47,700 previously exercised Directors' Warrants) were
exercised (with a weighted average exercise price of $7.38), all $2,460,000 of
the Debentures (which are convertible at $9.00 per share) and all $1,299,000 of
the Ultimate Notes (which are convertible at $12.00 per share) outstanding as of
that date were converted in accordance with their respective terms, and that
Transact repaid its $1.0 million subordinated note to Tridex due March 1, 1998,
Tridex would have minimal, if any, debt and approximately $10 million in cash
and cash equivalents. Also, management of Tridex expects that Ultimate, Cash
Bases and the Tridex Ribbons division will have total revenue of approximately
$35 million for 1996 and will be profitable for the foreseeable future. However,
no assurance can be given that all outstanding options and warrants will be
exercised or that all, or any of, the Debentures and Ultimate Notes will be
converted, and no assurance can be given regarding the future results of
operations or financial condition of Tridex. After the Distribution, the Company
will have fewer product lines and, therefore, will be more susceptible to the
adverse effects of a downturn or disruption in the demand for any single product
line.

As part of its business strategy, the Company intends (i) to focus on
internal growth through the development of products that broaden and extend the
business of providing integrated systems and peripheral devices to the
point-of-sale ("POS"), financial services and other transaction based markets
and (ii) to pursue joint ventures, strategic alliances or other transactions,
including transactions to complement its existing products and markets, acquire
new product lines or enter new markets. Implementation of this strategy may
require substantial capital expenditures. There can be no assurance that the
Company will be able to successfully implement its strategy, or that the Company
can successfully manage any new operations.

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Demand for the Company's products, including POS systems and custom cash
drawers, is dependent on the economic and financial well being of the retail
industry which in turn is affected by the overall level of consumer demand and
growth in the general economy. Any economic slowdown or contraction of the
general economy could have a materiel adverse effect on retail sales and
therefore adversely affect the demand for the Company's products. See "The
Company -- Tridex After the Distribution."

CAPITAL REQUIREMENTS

Until the initial public offering of Transact in August 1996 (the "Transact
Offering"), Transact participated in the Tridex centralized cash management
system. At the time of the Transact Offering, Transact established a separate
cash management system. Although the consolidated financial statements of Tridex
will reflect the financial condition and results of operations of Transact until
the Distribution is effected, Tridex does not anticipate receiving dividends or
other future payments from Transact, except for payments described under
"Relationship Between Tridex and Transact". Tridex's financing with its senior
lender, which includes a $2,000,000 working capital revolving credit facility,
currently scheduled to expire June 30, 1998. Tridex may be required to draw upon
this facility to provide funds for the Company's continued operations as a going
concern. If Tridex elects to exercise its right to redeem the $2.4 million of
outstanding Debentures prior to any record date established for the
Distribution, and holders of the Debentures do not elect to convert their
Debentures into shares of Tridex Common Stock, Tridex will be required to
utilize cash on hand to redeem the Debentures, thereby decreasing its cash on
hand and increasing the potential need to borrow for short term working capital
needs. If Tridex is required to use cash on hand to redeem the Debentures and
its existing bank financing or comparable financing is not available to the
Company, it would have an adverse effect on the Company and its financial
condition or results of operation.

DEPENDENCE ON CERTAIN CUSTOMERS

The Company has certain customers, the loss of which, if not replaced by
sales to other customers, could have an adverse effect on the Company. In any
single year or series of consecutive years, sales by Ultimate to a single
customer may exceed 10% of Ultimate's total net sales. As customers complete the
installation of new POS systems, sales by Ultimate to these customers decline,
so that the identity of Ultimate's largest customers changes in the ordinary
course of its business. During the nine months ended December 31, 1995, Advanced
Auto Parts, Barnes & Noble, Inc. and Quiktech Corporation accounted for
approximately 20.0%, 12.3% and 11.4%, respectively, of Ultimate's net sales. As
individual large customers complete installations, Ultimate must obtain orders
of comparable size from new customers to sustain revenues. No single customer of
Cash Bases accounted for 10% of its net sales in 1995.

COMPETITORS WITH GREATER FINANCIAL STRENGTH

The Company faces significant and aggressive competition in all of its
markets. Many of the Company's current and potential competitors are large
multi-national enterprises with extensive experience and resources in designing,
manufacturing and marketing a wide range of printers and other peripheral
devices and systems. Ultimate competes with other POS systems integrators,
including NCR and IBM, and manufacturers of terminals, keyboards and pole
displays. Cash Bases competes with other manufacturers of cash drawers,
primarily in Europe. Transact competes with Epson America, Inc. and Star
Micronics America, Inc., which together control approximately 50% to 60% of the
United States market for POS printers, and with Axiohm Incorporated,
Citizen -- CBM America Corporation and DH Technology Incorporated.

RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS

Assuming that the Distribution occurs, a higher percentage of the Company's
sales will be international sales, principally through Cash Bases. International
sales are subject to inherent risks, including fluctuations in local economies,
fluctuating exchange rates, greater difficulty in accounts receivable
collection, costs and risks associated with localizing products for foreign
countries, unexpected changes in regulatory requirements, tariffs and other
trade barriers and burdens of complying with a variety of foreign laws. There
can be no

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assurance that these factors will not have a material adverse impact on the
Company's ability to increase or maintain its international sales or on its
results of operations.

UNCERTAINTIES REGARDING INTELLECTUAL PROPERTY RIGHTS

The Company regards certain hardware designs and software incorporated into
its products as proprietary and attempts to protect them with a combination of
copyright, trademark and trade secret laws, employee and third party
nondisclosure agreements and similar means. It may be possible for unauthorized
third parties to copy certain portions of the Company's products or to reverse
engineer or otherwise obtain and use, to the Company's detriment, information
that the Company regards as proprietary. Moreover, the laws of some foreign
countries do not afford the same protection to the Company's proprietary rights
as do United States laws. There can be no assurance that legal protections
relied upon by the Company to protect its proprietary rights will be adequate or
that the Company's competitors will not independently develop products that are
substantially equivalent or superior to the Company's. In addition, some of the
intellectual property used by Ultimate is not proprietary. No assurance can be
given that such intellectual property will not be used by Ultimate's
competitors.

VOLATILITY OF STOCK PRICE; DEPRESSIVE EFFECT OF FUTURE SALES OF COMMON STOCK

The trading price of the Common Stock has been subject to wide
fluctuations. If and when the Distribution occurs, the trading price of the
Common Stock will decline sharply. The Company cannot otherwise predict the
effect that trading or sales of outstanding shares of Common Stock, whether in
connection with the proposed Distribution, or following the conversion of
convertible indebtedness or exercise of options or warrants, may have on the
then prevailing market price of the Common Stock. The sale of a substantial
number of shares of Common Stock, however, could have a depressive effect on the
market price of the Common Stock.

ABSENCE OF DIVIDENDS

The Company has not paid any dividends on its Common Stock in the last five
years and currently has no plans to pay dividends. The Company's agreement with
its senior lender prohibits the payment of cash dividends for the term of the
agreement. The indenture covering the Company's 10.5% Debentures limits the
payment of cash dividends to 50% of aggregate consolidated net income earned
after December 27, 1992 for so long as any of the debentures are outstanding.
The Company is permitted by the indenture to pay dividends in Common Stock.

CONCENTRATION OF OWNERSHIP

As of September 28, 1996 the Company's directors and management owned
559,408 shares (or approximately 14.0%) of the Company's issued and outstanding
shares of Common Stock and have the right to acquire 278,200 additional shares
(for a total of approximately 20.0%) of Common Stock pursuant to the exercise of
presently exercisable options and warrants and the conversion of the Ultimate
Notes and the Debentures.

DEPENDENCE ON KEY PERSONNEL

The Company's future success will depend in significant part upon the
continued service of certain key management and other personnel and the
Company's continuing ability to attract and retain highly qualified managerial,
technical and sales and marketing personnel. There can be no assurance that the
Company will be able to recruit and retain such personnel. The loss of key
employees could have a material adverse affect on the Company's results of
operations.

ENVIRONMENTAL MATTERS

Allu Realty Trust ("Allu"), a Massachusetts business trust, with
transferable shares, all of which are owned by Tridex, is the former owner of
land improved with a manufacturing-warehouse building located at

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100 Foley Street, Somerville, Massachusetts (the "Site"). Although Allu has sold
the property to 100 Foley Street Incorporated ("Foley"), an unrelated entity,
Allu and Tridex remain responsible for certain environmental problems associated
with the Site.

During July 1984, Allu and Tridex disclosed to the Massachusetts Department
of the Attorney General the existence of chromium, oil and grease at the Site.
As a result, the Environmental Protection Division of the Department of the
Attorney General and the Massachusetts Department of Environmental Protection
("MDEP") conducted an investigation of the Site. At MDEP's request, the Company
retained an environmental engineering firm which completed a Phase II
investigation study of the Site. The Company has conducted further studies to
more specifically characterize and assess the Site and to determine appropriate
long term clean-up measures.

In January 1993, the Company entered into an agreement with Foley pursuant
to which Tridex and Foley agreed to pay 75% and 25%, respectively, of the costs
incurred after January 1, 1992 in connection with the investigation and
remediation of the Site (the "Site Participation Agreement"). The Site
Participation Agreement also provides that, to the extent there are available
proceeds from the sale of the Site or, if not sold, from the operation of the
Site after January 1, 1997, Tridex shall be reimbursed for all or a portion of
the $260,000 it expended in connection with the Site prior to January 1, 1992.
Under the terms of an Escrow Agreement entered into by Tridex and Foley
simultaneously with the Site Participation Agreement (the "Escrow Agreement"),
Tridex and Foley each placed $125,000 into escrow to fund the payment of their
obligations under the Site Participation Agreement. Under the terms of the
Escrow Agreement, Tridex has provided $85,000 and is obligated to provide an
additional $15,000 in escrow at the request of the Escrow Agent and thereafter
the amount of any additional funds required to be placed in escrow by the Escrow
Agent shall be contributed 75% by Tridex and 25% by Foley. Approximately $3,500
was being held in escrow as of September 28, 1996, all of which was contributed
by Foley.

As of September 28, 1996, the Company had spent approximately $664,000 in
connection with the Site. Of this amount, approximately $491,000 relates to
investigation or remediation costs incurred at the Site. Although it is
difficult to distinguish between amounts spent for investigation and
remediation, the Company estimates that approximately $393,000 has been spent in
connection with investigation and approximately $98,000 has been spent in
connection with remediation of the Site. The Company estimates that it may spend
approximately $100,000 to $300,000 in connection with the Site during 1996 and
1997, including expenditures from the escrow account.

Based upon preliminary estimates provided by a consulting environmental
engineer and based upon the likely future uses of the property as of September
28, 1996, the Company had accrued $322,000 for liabilities associated with the
Site, which represents the currently estimated minimum cost of remediation,
after considering the cost sharing arrangement discussed above. Accordingly,
although no assurances can be given regarding the materiality of the total costs
which may be incurred, the Company does not believe at this time that the
remediation of the Site is reasonably likely to have a material effect on the
Company's financial condition, results of operations or liquidity. Due to
ongoing negotiations regarding the possible sale and development of the Site for
commercial uses, the timing of the incurrence of remediation expenses has been
difficult to anticipate. The Company is not a direct party to the negotiations.
However, based in part upon communications with Foley and the nature of the
development planned by the potential purchaser of the Site, the Company has
postponed remediation because the potential purchaser may prefer to control that
process and may qualify for significant regulatory relief. Pending the outcome
of these negotiations, which have been lengthy and which are continuing, the
Company expects that, as in the past, funds being held in escrow, cash from
operations and the Company's credit facilities will be sufficient to pay the
costs of remediation without a material effect on the Company's operations.

The Company has also been notified by an adjacent property owner, Cooper
Industries ("Cooper"), that certain petroleum products that may have migrated
from the Site have been detected in a monitoring well located on Cooper's
property. The Company and Foley are investigating possible oil contamination
along the border between the Site and the property owned by Cooper.

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In connection with the Plan of Reorganization, the Company agreed to
indemnify Transact from any liabilities, including certain environmental
liabilities, which could arise in connection with a manufacturing facility owned
by the Company and formerly operated by a Magnetec Corporation ("Magnetec"), a
subsidiary of Transact. Based on the level of historical environmental costs
associated with this property, the Company does not anticipate that the
indemnity granted to Transact will have a material adverse impact on the
Company's results of operation or financial condition.

FORWARD LOOKING STATEMENT AND ASSOCIATED RISKS

This Prospectus contains certain forward looking statements, including,
among others: (i) the profitability and financial condition of the Company after
the Distribution; and (ii) the expectation that the Company will effect the
Distribution. These forward looking statements are based largely on the
Company's current expectations and are subject to a number of risks and
uncertainties. Actual results could differ materially from these forward looking
statements. In addition to the other risks described in this "Investment
Considerations" discussion, important factors to consider in evaluating such
forward looking statements include: (i) unanticipated working capital or other
cash requirements: (ii) changes in the Company's business strategy or an
inability to execute its strategy due to unanticipated changes in the Company's
markets; and (iii) various competitive factors that may prevent the Company from
competing successfully. In light of these risks and uncertainties, there can be
no assurance that the forward looking statements contained in this Prospectus
will in fact transpire.

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THE COMPANY

Tridex, through its wholly-owned subsidiaries, Ultimate and Cash Bases,
through its Tridex Ribbons division and through its 80.3% owned subsidiary,
Transact, is a leading designer, manufacturer, integrator and marketer of high
quality, specialized systems and peripheral devices used in the POS, gaming and
lottery and financial services and kiosk markets and other transaction based
applications.

In November 1995, the Board of Directors of Tridex approved a plan to
combine the business operations of two subsidiaries then wholly-owned by the
Company, Magnetec and Ithaca Peripherals Incorporated ("Ithaca"). In May 1996,
the Board of Directors of Tridex approved the merger of Ithaca into Magnetec, as
a step toward effecting the Transact Offering and the subsequent Distribution,
to holders of Tridex Common Stock, on an approximately one-to-one basis, of the
5,400,000 shares of Transact common stock owned by Tridex after the Transact
Offering (the "Distribution"). The Transact Offering was completed in September
1996, with 1,322,500 shares of Transact common stock sold at $8.50 per share.

Assuming the Distribution does occur, Tridex would be comprised of its
subsidiaries, Ultimate and Cash Bases, and the Tridex Ribbons division.

The Company's stock is quoted on the Nasdaq National Market under the
trading symbol "TRDX". The Company's executive offices are at 61 Wilton Road,
Westport, Connecticut 06880, telephone: (203) 226-1144.

ULTIMATE

Ultimate is a leading United States designer, manufacturer and system
integrator and VAR of POS equipment, including terminals, keyboards, customer
displays, printers, cash drawers and bar code scanning devices. Ultimate's
product designs, based on an "open system" philosophy, focus on providing
functionality and flexibility for individual applications. Ultimate's POS
terminals offer system solutions in a variety of hardware and software
configurations. The Model 1 is an on-line TWINAX terminal for use with the IBM
AS400/System 3X. It is the only POS specific, integrated TWINAX terminal
available on the market. The Model 2/2B is a serial POS terminal for RS232
connection to any multi-user host system. The Model 2B features a built-in POS
application and can store SKU files in memory for use in "host down" situations.
The Model 3 is a PC-based POS "front-end" platform for connection to a PC via
the keyboard port. The Model 3 provides full POS peripheral functionality while
retaining the flexibly and serviceability of a separate dedicated PC.

In addition to its terminals, Ultimate offers the Series 500, an advance
POS keyboard for use with PCs or ASCII terminals, offering programming
capabilities, control of attached peripheral devices, such as printers, pole
displays, scanners and cash drawers, and flexibility in keyboard layout. When
attached to a PC or terminal and connected with peripheral devices, the Series
500 provides the basis for a true modular "open system" POS configuration,
enabling the retailer to select and combine system components with the features
and functions required in their business. Ultimate also manufactures a broad
line of alpha numeric customer pole displays, with a variety of size and display
mode features.

Ultimate products, sold directly to end users and to distributors, system
integrators and VARs, are installed in a wide range of retail environments,
including apparel, automotive parts, book stores, convenience stores and gas
stations, fast food outlets, restaurants, movie theaters, hardware and home
centers, grocery stores, and specialty stores, as well as in government offices.
In addition to the family of POS terminals, POS keyboards, customer displays and
other products manufactured by Ultimate, it offers customers a full system
integration service, providing total POS systems including cash drawers,
transaction printers, bar code scanners and printers, touch screens, monitors
and other peripheral devices.

CASH BASES

Cash Bases, headquartered in Newhaven, United Kingdom, manufactures custom
fabricated cash drawers for use in POS systems, primarily in Europe. Retailers'
requirements for enhanced checkout design, ergonomics, security, aesthetics and
employee productivity coupled with frequent changes in the design of

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<PAGE> 10

currency and coins, especially in Europe, has created increasing demand for
customized cash drawers. Building on its core product line of basic models, Cash
Bases' production capabilities enable it to provide custom cash drawers to all
its customers with order lead time and pricing similar to that of off-the-shelf
products. Cash Bases has developed over 9,000 discrete products in its 15 years
of operation.

TRIDEX RIBBONS

Tridex Ribbons, formerly a division of Magnetec, manufactures and
distributes printer ribbons used primarily in certain printers manufactured and
sold by Transact.

TRANSACT

Transact designs, develops, manufactures and markets transaction based
printers and related products under the ITHACA and MAGNETEC brand names.
Transact's printers are used to provide transaction records such as receipts,
tickets, coupons, register journals and other documents. Transact focuses on
four vertical markets: POS; gaming and lottery; financial services; and kiosks.
The Company sells its products directly to end users, OEMs, VARs and selected
distributors, primarily in the United States and Canada.

Transact manufactures and sells customizable and custom dot matrix and
thermal printers for applications requiring up to 60 character columns in each
of its four vertical markets. The Company also sells an 80 column laser printer
for kiosk applications. The Company's customizable products include several
series of printers which offer customers the ability to choose from a variety of
features and functions. Options typically include different printing
technologies, print speeds, paper handling capacities and numbers of print
stations. In addition to its customizable printers, Transact manufactures custom
printers for certain OEM customers. In collaboration with these customers, the
Company provides engineering and manufacturing expertise for the design and
development of specialized printers.

For a complete description of the Transact business, see "Business" in the
Transact Prospectus dated August 22, 1996. See "Available Information" and
"Incorporation by Reference".

TRIDEX AFTER THE DISTRIBUTION

As of the date of this Prospectus, management of Tridex expects Cash Bases,
Ultimate and the Tridex Ribbons division to be profitable for the foreseeable
future, with combined revenues of approximately $35 million in 1996. Using funds
made available from Transact's repayment of intercompany debt after the Transact
Offering, Tridex repaid all of its bank indebtedness outstanding at the closing
of the Transact Offering (approximately $5.3 million) and revised its bank
credit facility to provide up to $2,000,000 for working capital. In connection
with the proposed Distribution, Tridex also intends to accelerate the
exercisability of outstanding options and warrants and may exercise its right to
redeem outstanding Debentures. After the planned Distribution, Tridex expects to
have a balance sheet with little or no debt and sufficient cash and cash
equivalents for its short and intermediate term requirements. Assuming that the
Distribution occurred as of September 28, 1996, that all 910,206 options and
warrants outstanding as of that date (including options granted under the 1989
Plan, Placement Warrants, Agent Warrants and Directors' Warrants, but excluding
47,700 previously exercised Directors' Warrants) were exercised (with a weighted
average exercise price of $7.38), all $2,460,000 of the Debentures (which are
convertible at $9.00 per share) and all $1,299,000 of the Ultimate Notes (which
are convertible at $12.00 per share) outstanding as of that date were converted
in accordance with their respective terms, and that Transact repaid its $1.0
million subordinated note to Tridex due March 1, 1998, Tridex would have
minimal, if any, debt and approximately $10 million in cash and cash
equivalents. Based on the operating profit of its remaining business and minimal
debt after the Distribution, Tridex intends to pursue a growth strategy. See
"Investment Considerations -- Tridex After the Distribution".

The timing of any acceleration of the vesting of unvested options or
warrants will depend primarily on the receipt by Tridex of a favorable ruling
from the IRS regarding the tax-free nature of the Distribution. No assurance can
be given with respect to the timing of such ruling or that such ruling, when
issued, will be favorable. Also, the decision by holders of vested options and
warrants and by holders of Debentures and

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<PAGE> 11

Ultimate Notes to exercise or convert their existing securities for shares of
Tridex Common Stock will depend upon factors including the market price of
Tridex Common Stock and the date of expiration or maturity of such options,
warrants, Debentures and Ultimate Notes.

RELATIONSHIP BETWEEN TRIDEX AND TRANSACT

PLAN OF REORGANIZATION

On June 25, 1996, Tridex, Transact, Magnetec and Ithaca entered into a Plan
of Reorganization which, among other things, provided for: (i) the merger of
Ithaca into Magnetec; (ii) the transfer by Transact to Tridex of the assets used
in the Tridex Ribbons division, which was completed as of September 28, 1996;
(iii) the issuance by Transact of 5,400,000 shares of Transact common stock to
Tridex in exchange for all of the outstanding shares of capital stock of
Magnetec; (iv) the initial public offering of Transact; (v) the payment by
Transact of approximately $8.5 million of indebtedness to Tridex with a portion
of the proceeds of initial public offering of Transact; (vi) the execution by
Transact and Tridex of the agreements described below under "Corporate Services
Agreement," "Tax Sharing Agreement," "Printer Supply Agreement" and "Agreement
Regarding Ribbon Business"; (vii) an undertaking by Tridex to apply for a ruling
from the IRS that the Distribution would be tax-free to such stockholders from
federal income tax purposes; and (viii) an undertaking by Tridex to effect the
Distribution upon the satisfaction of certain conditions precedent, including
the successful completion of this Offering, the completion of the transaction
described under "Agreement Regarding Ribbon Business" and the receipt of a
favorable ruling from the IRS. If Tridex receives a favorable ruling from IRS in
time to do so, in intends to complete the Distribution as early as practicable
in 1997.

In June 1996, Tridex filed with the IRS an application for a ruling that
the Distribution will constitute a tax-free reorganization for federal income
tax purposes. If Tridex receives a favorable ruling from the IRS, it intends to
complete the Distribution as early as practicable in 1997. Until such time as
the Distribution is effected, Transact will be a subsidiary of Tridex and will
be consolidated in the Tridex affiliated group for purposed of Section 1504 of
the Code.

The Company and Transact have undertaken as part of the Plan of
Reorganization to conduct their affairs during the period after the Transact
public offering on a reasonable arms-length basis pursuant to certain written
agreements. In the Plan of Reorganization, Tridex also agreed, for five years
after the completion of the Distribution, not to compete with Transact in the
design, manufacture or sale of transaction based printers for the POS, gaming
and lottery, financial services and kiosk markets in any geographic market in
which Transact is then doing business. The Plan of Reorganization may be amended
only by the agreement of Transact and Tridex.

PROMISSORY NOTE

Pursuant to the Plan of Reorganization, Transact has repaid $7.5 million of
the $8.5 million intercompany indebtedness owed to Tridex and issued a $1.0
million subordinated note to Tridex for the balance. This note matures on March
1, 1998, requires monthly payments of interest at the rate charged by Tridex's
bank under Tridex's revolving line of credit, currently the prime rate or 8.25%
as of September 28, 1996, and payment of the principal amount at maturity.

CORPORATE SERVICES AGREEMENT

As provided in the Plan of Reorganization, Tridex and Transact have entered
into a Corporate Services Agreement (the "Services Agreement"), under which
Tridex and its subsidiaries (other than Transact) will provide certain services,
including certain employee benefit administration, human resource and related
services, administrative services, risk management, regulatory compliance,
preparation of tax returns, and certain financial and other services to
Transact. The Services Agreement provides for a transition by Transact to
independent corporate administrative and financial staffing. During the term of
the Services Agreement, it is expected that Transact will complete its own
corporate staffing to the extent necessary, and Tridex does not

11
<PAGE> 12

anticipate extending the Services Agreement. Designated Tridex employees are to
be made available for stated percentages of their working time to the Company
through different dates, ending on December 31, 1997. During the term of the
agreement, Transact will make available to Tridex the services of Richard L.
Cote, the former Senior Vice President and Chief Financial Officer of Tridex,
who now serves as the Executive Vice President and Chief Financial Officer of
Transact. Tridex expects Transact to pay Tridex approximately $134,000 during
1996 for the services of the designated Tridex employees and approximately
$52,000 during 1997 for the services of the designated Tridex employees, net of
Tridex's payments to Transact. Additional amounts may be paid by Transact to
reimburse Tridex for specific services requested by Transact. Upon the mutual
agreement of Tridex and Transact, services may continue to be provided after the
dates provided in the Services Agreement.

TAX SHARING AGREEMENT

The Tax Sharing Agreement between Tridex and Transact provides the terms
under which Transact is to be included in Tridex's consolidated federal income
tax return. Under current federal tax law, Transact will be included in the
return so long as Tridex owns at least 80% of the total voting power of Transact
stock, which has a value equal to at least 80% of the total value of the stock
of Transact. The Tax Sharing Agreement covers the period from the initial public
offering of Transact until the effective date of the Distribution or such time
as Transact otherwise ceases to be eligible to be included in the consolidated
return of Tridex. During this period, for financial accounting purposes,
Transact will compute its income tax expense or benefit as if it filed separate
returns using those elements of income and expense as reported in Transact
financial statements. If Transact incurs losses or realizes tax credits, Tridex
will pay to Transact the amount of any tax reduction Tridex realizes by
utilizing those losses or credits in its consolidated income tax return. In
addition, at the time of utilization of any existing tax attributes, Transact
will pay to Tridex the tax benefit Transact obtains by utilizing such tax
attributes. Any tax deficiencies or refunds resulting from amending prior year
tax returns or examinations by the taxing authorities will be the responsibility
of or inure to the benefit of Transact to the extent they relate to Transact or
its predecessor entities.

PRINTER SUPPLY AGREEMENT

The Printer Supply Agreement, which has an initial term expiring on
December 31, 1999, provides for Transact to sell to Ultimate, which remains a
subsidiary of Tridex, and for Ultimate to purchase from Transact, POS printers
at discounts from list prices comparable to discounts historically offered to
Ultimate as a subsidiary under common ownership with Transact. In consideration
for these favorable price terms, the Printer Supply Agreement requires Ultimate
to purchase from Transact at least three quarters of its total POS printer
requirements. Transact may, in its discretion, increase its list prices from
time to time, and the prices offered to Ultimate will reflect the discount rate
applied to such increased list prices.

AGREEMENT REGARDING TRIDEX RIBBONS DIVISION

Pursuant to the Plan of Reorganization, Transact transferred the assets of
the Tridex Ribbons division to Tridex. Tridex employs the manufacturing and
supervisory personnel required to conduct such business. Transact provides the
Tridex Ribbons division with space within its Wallingford, Connecticut
manufacturing facility and certain support services. As a monthly fee for the
space and support services, Tridex pays Transact an amount equal to the direct
and indirect costs incurred by Transact to provide the space and render such
services, plus certain related costs.

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<PAGE> 13

SELLING SECURITYHOLDERS

The following tables set forth the name of each Selling Securityholder, the
Common Stock owned by such Selling Securityholder prior to the Offering, the
amount of Common Stock to be offered for such Selling Securityholder's account
and the amount and percentage, if required, of Common Stock to be owned by the
Selling Securityholder after the Offering. Unless indicated in a footnote, none
of the Selling Securityholders has held any position, office or material
relationship with the Company or any of its predecessors or affiliates within
three years of the date of this Prospectus. The amounts set forth below are as
of September 28, 1996.

HOLDERS OF DEBENTURES:

<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
ACQUIRABLE SHARES OF COMMON STOCK
SHARES OF COMMON (AND REGISTERED HEREBY) REMAINING IF ALL SHARES
STOCK UPON CONVERSION REGISTERED HEREBY
NAME CURRENTLY OWNED(A) OR EXERCISE ARE SOLD(A) (% IF > 1%)
- -------------------------------- ------------------ ----------------------- ------------------------
<S> <C> <C> <C>
Seth M. Lukash and Gayle L.
Smithson JTWROS(b)............ 496,808 11,110 496,808(12.1%)
Jeffrey T. Leeds................ -- 5,555 --
McFarland Dewey & Co.(c)........ -- 22,220 --
Thomas Bryson(d)................ -- 22,220 --
Charlotte E. Kopitsky Trust..... -- 5,555 --
Stavisky, Knittle, Isaacs &
Dichek Pension Plan FBO
Herbert Stavisky.............. 49,549 5,555 49,549(1.4%)
Herbert Stavisky................ 54,676 23,609 54,676(2.07%)
Milton Chwasky.................. 48,844 6,944 48,844(1.4%)
Graham Y. Tanaka(e)............. 29,225 16,665 29,225
Yusuo Tanaka and Yuri L. Tanaka
Trust dtd 9/25/91(f).......... 5,000 5,555 5,000
J.T. & C.K. Tanaka(g)........... 5,000 5,555 5,000
Charlotte Hershberg............. -- 11,110 --
Advest Inc., Custodian f/b/o
Milton Chwasky................ -- 13,887 --
Lisa R. Zenkel.................. -- 11,110 --
Lois S. Zenkel.................. -- 11,110 --
Walter F. Toombs................ -- 5,555 --
Dennis J. Lewis(h).............. 20,600 16,665 20,600
Gary H. German(i)............... 12,200 5,555 12,200
William J. Nolan, III........... 400 5,555 400
Milton Movitz................... -- 5,555 --
Paul C. Wolf(k)................. 10,000 5,555 10,000
Nancy S. DeMoss................. -- 5,555 --
Philadep & Co................... -- 11,110 --
CEDE & Co....................... -- 34,441 --
</TABLE>

13
<PAGE> 14

HOLDERS OF ULTIMATE NOTES:

HOLDERS OF SHARES ISSUED UPON
CONVERSION OF ITHACA NOTES:

HOLDERS OF PLACEMENT WARRANTS:

<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
ACQUIRABLE SHARES OF COMMON STOCK
SHARES OF COMMON (AND REGISTERED HEREBY) REMAINING IF ALL SHARES
STOCK UPON CONVERSION REGISTERED HEREBY
NAME CURRENTLY OWNED(A) OR EXERCISE ARE SOLD(A) (% IF > 1%)
- -------------------------------- ------------------ ----------------------- ------------------------
<S> <C> <C> <C>
Seth M. Lukash and Gayle L.
Smithson JTWROS(b)............ 496,808 1,000 496,808(12.1%)
Jeffrey T. Leeds................ -- 500 --
McFarland Dewey & Co.(c)........ -- 1,000 --
Thomas Bryson(d)................ -- 3,500 --
Charlotte E. Kopitsky Trust..... -- 500 --
Stavisky, Knittle, Isaacs &
Dichek Pension Plan FBO.......
Herbert Stavisky................ 49,549 500 49,549(1.4%)
Herbert Stavisky................ 54,676 2,125 54,676(2.0%)
Graham Y. Tanaka(e)............. 29,225 1,000 29,225
Yusuo Tanaka and Yuri L. Tanaka
Trust dtd 9/25/91(f).......... 5,000 500 5,000
Jonathan T. Tanaka(g)........... 5,000 500 5,000
Schiro Family Trust............. -- 1,000 --
Robert G. Schiro................ -- 500 --
Charlotte Hershberg............. -- 1,000 --
Advest Inc., Custodian f/b/o
Milton Chwasky................ -- 1,250 --
Lisa R. Zenkel.................. -- 1,000 --
Lois S. Zenkel.................. -- 1,000 --
Walter F. Toombs................ -- 500 --
Dennis J. Lewis(h).............. 20,600 1,500 20,600
Gary H. German(i)............... 12,200 500 12,200
</TABLE>

14
<PAGE> 15

HOLDERS OF AGENT WARRANTS(N):

HOLDERS OF DIRECTORS WARRANTS(O):

- ---------------
(a) Includes shares of Common Stock issuable upon the exercise of presently
exercisable conversion rights and options to acquire the Company's Common
Stock other than the shares being registered hereby.

(b) Seth M. Lukash is Chairman, Chief Executive Officer and a Director of the
Company and is Vice President and a Director of Ultimate. Seth M. Lukash is
the son of Alvin Lukash, Director Emeritus of the Company. The shares of
Common Stock listed as currently owned are beneficially owned by Seth M.
Lukash. Ms. Smithson does not beneficially own any of such shares. Mr.
Lukash and Ms. Smithson beneficially own, as joint tenants with rights of
survivorship, the 11,110 shares being registered hereby.

15
<PAGE> 16

(d) Mr. Bryson is a partner in McFarland Dewey & Co., the Company's financial
advisor.

(e) Graham Y. Tanaka is a Director of the Company.

(f) The Yusuo Tanaka and Yuri L. Tanaka Trust was established by the parents of
Graham Y. Tanaka, for their benefit and the benefit of their children.

(g) Jonathan T. Tanaka is the brother of Graham Y. Tanaka.

(h) Mr. Lewis is President of Ultimate.

(i) Mr. German is the Director of Sales and Marketing of Ultimate.

(j) Mr. Thomas was the Director of the Software Division of Ultimate until
December 31, 1993.

(k) Mr. Wolf is the Chief Engineer of Ultimate.

(l) Mr. Kumpf was President of Ithaca until March 26, 1996.

(m) Ms. Staley is a Senior Vice President of Transact and General Manager of its
Ithaca, NY facility.

(n) The Agent Warrants were originally issued to Value Investing Partners, Inc.
as partial consideration for its assistance in privately placing $2,200,000
of the 10.5% Debentures and the Private Placement Warrants.

(o) Each of the holders of Directors' Warrants is a Director or former Director
of the Company. Mr. Fine was Secretary and a Director of the Company until
September 19, 1995. Mr. Bueschel and Mr. Sonnenfeldt were Directors of the
Company until May 30, 1996.

16
<PAGE> 17

INDEMNIFICATION

Section 33-320a of the Stock Corporation Act of the State of Connecticut
and Article VI of the Company's bylaws provide that the Company shall indemnify
any person made a party to any proceeding, other than an action by or in the
right of the corporation, by reason of the fact that he, or the person whose
legal representative he is, is or was a shareholder, director, officer, employee
or agent of the corporation, or an eligible outside party (as defined by Section
33-320a of the Connecticut Stock Corporation Act), against judgments, fines,
penalties, amounts paid in settlement and reasonable expenses actually incurred
by him, and the person whose legal representative he is, in connection with such
proceeding, provided that no indemnification shall be provided for any person
with respect to any matter unless he was successful on the merits in the defense
of any proceeding or he acted in good faith in the reasonable belief that his
action was in the best interests of the corporation.

As of January 1, 1997, the Connecticut Stock Corporation Act will be
replaced by the Connecticut Business Corportions Act. Sections 33-770 through
33-778 of the Connecticut Business Corporations Act, provide for indemnification
substantially equivalent to the indemnification under Section 33-320a of the
Stock Corporation Act.

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 registrant has been informed that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

LEGAL MATTERS

Certain legal matters in connection with the validity of the shares of
Common Stock offered hereby will be passed upon for the Company by Messrs.
Hinckley, Allen & Snyder, One Financial Center, Boston, Massachusetts
02111-2625.

EXPERTS

The financial statements incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-K for the transition period from April 2,
1995 through December 31, 1995 have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.

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<PAGE> 18

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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS 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 BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
ANY SECURITIES (I) OTHER THAN THOSE SPECIFICALLY OFFERED HEREBY, (II) IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, (III) IN ANY
JURISDICTION IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR (IV) TO ANY PERSON, TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE AS OF WHICH
SUCH INFORMATION IS PROVIDED IN THIS PROSPECTUS.
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693,184 SHARES

TRIDEX CORPORATION
COMMON STOCK
(NO PAR VALUE)
------------------------

PROSPECTUS
------------------------
NOVEMBER 14, 1996
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