As filed with the Securities and Exchange Commission on
September 12, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IEC Electronics Corp.
(Exact name of Registrant as specified in its charter)
Delaware 13-3458955
(State or other jurisdiction of (IRS EmployerIdentification Number)
incorporation or organization)
105 Norton Street
Newark, New York 14513
(315) 331-7742
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive office)
Russell E. Stingel
Chief Executive Officer
IEC ELECTRONICS CORP.
105 Norton Street
Newark, NY 14513
Telephone: (315) 331-7742
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Martin S. Weingarten, Esq.
Boylan, Brown, Code, Fowler, Vigdor & Wilson, LLP
2400 Chase Square
Rochester, NY 14604
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes
effective.
<PAGE>
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, check the following box. [ X ]
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CALCULATION OF REGISTRATION FEE
Title of each class Amount Proposed Proposed Amount of
of securities to be to be maximum Maximum registration
registered registered offering Aggregate fee
per Price (1)
share(1)
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Common Stock, par value 805,125 $20.3125 $16,354,102 $4,955.79
$.01 per share shares
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 and based upon the
average of the high and low sale prices reported on the Nasdaq National Market
on September 10, 1997.
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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.
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PROSPECTUS
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IEC ELECTRONICS CORP.
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805,125 Shares of Common Stock
===============================
This Prospectus has been prepared in conjunction with the distribution of
up to 805,125 shares of Common Stock, $.01 par value (the "Shares"), of IEC
Electronics Corp. (the "Company" or "IEC") which are proposed to be sold from
time to time by a selling shareholder (the "Selling Shareholder"). See "Selling
Shareholder." The Company will not receive any of the proceeds from the sale of
the Shares by the Selling Shareholder. The costs and expenses of registering the
Shares covered by this Prospectus will be paid by the Company.
The Company's Common Stock is quoted on the Nasdaq National Market under
the symbol IECE. On September 10, 1997 the last reported sale price for the
Common Stock was $20.75 per share.
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The Shares offered hereby involve a high degree of risk. See "Risk Factors."
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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 distribution of the Shares by the Selling Shareholder may be effected
from time to time in one or more transactions (which may involve block
transactions) in the over-the-counter market, on the Nasdaq National Market (or
any exchange on which the Common Stock may then be listed), in negotiated
transactions or otherwise. Sales will be effected at such prices and for such
consideration as may be obtainable from time to time. Commission expenses and
brokerage fees, if any, will be paid by the Selling Shareholder. See "Selling
Shareholder" and "Plan of Distribution."
The date of this Prospectus is September 12, 1997.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D. C. 20549, and at the Commission's
following Regional Offices: Suite 1400, Northwest Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661; and 13th Floor, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. The Commission also
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants (including the Company) that file
electronically with the Commission. The address of the Commission's Web site is
http://www.sec.gov. In addition, the Company's Common Shares are listed on the
Nasdaq National Market, and the aforementioned materials may also be inspected
at the offices of the Nasdaq Stock Market at 1735 K Street, N.W., Washington, D.
C. 20006.
The Company has filed a Registration Statement on Form S-3 under the
Securities Act of 1933, as amended, with respect to the shares of Common Stock
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement and the exhibits and schedules thereto For
further information with respect to the Company and such Common Stock offered
hereby, reference is made to the Registration Statement and the exhibits,
schedules and reports filed as part thereof. Statements contained in this
Prospectus with respect to the contents of any contract or other document filed
as an exhibit to the Registration Statement are not necessarily complete, and in
each such instance reference is hereby made to the copy of such contract or
document filed as an exhibit to the Registration Statement. Each such statement
is qualified in all respects by such reference to such exhibit. Copies of all or
any part of the Registration Statement, including the documents incorporated by
reference therein or exhibits thereto, may be obtained upon payment of the
prescribed rates at the offices of the Commission set forth above.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996 , the Company' Quarterly Reports on Form 10-Q for the
quarters ended December 27, 1996, March 30, 1997 and June 27, 1997, the
Company's Proxy Statement dated January 17, 1997 and the description of the
Company's Common Stock contained in the Company's Registration Statement on Form
8-A filed by the Company with the Commission on December 30, 1992 are hereby
incorporated by reference in this Prospectus, except as superseded or modified
herein.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering of the Shares offered hereby shall
be deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in any
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 statement so modified or superseded
shall not be deemed, except as modified or superseded, to constitute a part of
this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the documents that have been or
may be incorporated by reference herein (other than exhibits to such documents
which are not specifically incorporated by reference into such documents). Such
requests should be directed to Russell E. Stingel, Chief Executive Officer, at
the Company's principal executive offices at 105 Norton Street, Newark, New York
14513(telephone (315) 331-7742).
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<PAGE>
THE COMPANY
IEC Electronics Corp. is an independent contract manufacturer of complex
printed circuit board assemblies and electronic products and systems. The
Company believes that it is a leader in the contract electronics manufacturing
industry based upon its state-of-the-art manufacturing facilities, volume of
production and quality of its services. Utilizing computer controlled
manufacturing and test machinery and equipment, the Company provides
manufacturing services employing surface mount technology ("SMT") and
pin-through-hole ("PTH") interconnection technologies. The Company believes
that, based upon its volume of production, it is one of the ten largest
independent SMT contract manufacturers in the United States. As a full-service
contract manufacturer, the Company offers it customers a wide range of
manufacturing and management services, on either a turnkey or consignment basis,
including design, material procurement and control, concurrent engineering
services, manufacturing and test engineering support, statistical quality
assurance, complete resource management and distribution. The Company's strategy
is to cultivate strong manufacturing relationships with established original
equipment manufacturers ("OEMs").
IEC Electronics Corp., a Delaware corporation, is the successor by merger
in 1990 to IEC Electronics Corp., a New York corporation which was organized in
1966. In June 1992, the Company acquired all of the then outstanding common
stock of Calidad Electronics, Inc. ("Calidad"), located in Edinburg, Texas. In
November 1994, the Company acquired all of the then outstanding common stock of
Accutek, Inc. ("Accutek"), located in Arab, Alabama. As used herein, "Company"
or "IEC" includes IEC Electronics Corp. and its subsidiaries, Calidad and
Accutek, unless the context otherwise requires.
The Company has achieved world-class ISO 9002 certification and IEC
Electronics is ISO 9001 certified. This certification is an international
quality assurance standard that most OEMs consider crucial in qualifying their
contract manufacturers.
The Company has received approval from the British Approvals Board for
Telecommunication allowing it to provide manufacturing and test services to
manufacturers producing telecommunication equipment destined for shipment to the
European Common Market.
The Company's executive offices are located at 105 Norton Street, Newark,
New York 14513. Its telephone number is (315) 331-7742.
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RISK FACTORS
In addition to the other information in this Prospectus or incorporated by
reference herein, the following risk factors should be considered carefully in
evaluating the Company and its business before purchasing the shares offered
hereby. This Prospectus contains forward-looking statements that involve risks
And uncertainties. The Company's actual results may differ significantly from
the results discussed in the forward-looking statements. Factors that could
cause or contribute to such differences include, but are not limited to, those
discussed below.
Customer Concentration; Dependence On The Electronics Industry
A small number of customers are currently responsible for a significant
portion of the Company's net sales. During the nine months ended June 27, 1997,
the Company's ten largest customers accounted for 75.2% of consolidated net
sales, and in the fiscal years 1996 and 1995, the Company's ten largest
customers accounted for 74.8% and 76.4%, respectively of consolidated net sales.
Compaq Computer Corporation ("Compaq"), historically the Company's largest
customer accounted for 22.4%, 21.8% and 43.5%, respectively, of consolidated net
sales for the nine months ended June 27, 1997, fiscal year 1996 and fiscal year
1995. For the first 9 months of 1997 and for the fiscal year 1996, respectively,
Matrox Graphics Inc. ("Matrox") accounted for 22.4% and 13% of the Company's
consolidated net sales. No customer other than Compaq accounted for over 10% of
consolidated net sales during fiscal year 1995. The Company is dependent upon
continued revenues from its top customers. The percentage of the Company's sales
to its major customers may fluctuate from period to period. Significant
reductions in sales to any of these customers could have a material adverse
effect the Company's results of operations. The Company has no firm long-term
volume purchase commitments from its customers, and over the past few years has
experienced reduced lead-times in customer orders. In addition, customer
contracts can be canceled and volume levels can be changed or delayed. The
timely replacement of canceled, delayed or reduced contracts with new business
cannot be assured. These risks are increased because a majority of the Company's
sales are to customers in the electronics industry, which is subject to rapid
technological change and product obsolescence. The factors affecting the
electronics industry, in general, or any of the Company's major customers in
particular, could have a material adverse effect on the Company's results of
operations.
Management Of Growth; Geographic Expansion
The Company has experienced substantial revenue growth over the last
fiscal years, with net sales increasing from $43.2 million in fiscal 1992 to
$179.7 million in fiscal year 1996 and $174.4 million in the first nine months
of fiscal year 1997. In recent years, the Company has acquired facilities in
Texas and Alabama. There can be no assurance that the Company's rate of revenue
growth will continue. There can also be no assurance that the Company will
successfully manage the integration of the Alabama and Texas acquisitions, or
any other business it may acquire in the future. As the Company manages its
7
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existing operations and expands geographically, it may experience certain
inefficiencies as it integrates new operations and manages geographically
dispersed operations. In addition, the Company's results of operations could be
adversely affected if any new facilities do not achieve growth sufficient to
offset increased expenditures associated with geographic expansion. Should the
Company increase its expenditures in anticipation of a future level of sales
which does not materialize, its profitability would be adversely affected. On
occasion, customers may require rapid increases in production which can place an
excessive burden on the Company's resources.
Availability Of Components
A substantial portion of the Company's net sales are derived from turnkey
manufacturing in which the Company provides both materials procurement and
assembly services. In turnkey manufacturing, the Company potentially bears the
risk of component price increases, which could adversely affect the Company's
gross profit margins. At various times there have been shortages of components
in the electronics industry. If significant shortages of components should
occur, the Company may be forced to delay manufacturing and shipments, which
could have a material adverse effect on the Company's results of operations.
Availability of customer-consigned parts and unforeseen shortages of
components on the world market are beyond the Company's control and could
adversely affect revenue levels and operating efficiencies.
Potential Fluctuations In Operating Results
The Company's margins and operating results are affected by a number of
factors, including product mix, additional costs associated with new projects,
price erosion within the electronics industry, capacity utilization, price
competition, the degree of automation that can be used in the assembly process,
the efficiencies that can be achieved by the Company in managing inventories and
fixed assets, the timing of orders from major customers, fluctuations in demand
for customer products, the timing of expenditures in anticipation of increased
sales, customer product delivery requirements, and increased costs and shortages
of components or labor. The Company's turnkey manufacturing, which typically
results in higher net sales and gross profits but lower gross profit margins
than consignment assembly and testing services, represents a substantial
percentage of net sales. All of these factors can cause fluctuations in the
Company's operating results over time. Because of these factors, there can be no
assurance that the Company's margins or results of operations will not fluctuate
or decrease in the future.
Competition
The electronics assembly and manufacturing industry is comprised of a
large number of domestic and off-shore companies, several of which have achieved
substantial market share. The Company also faces competition from current and
prospective customers which evaluate its capacities against the merits of
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manufacturing products internally. The Company competes with different companies
depending on the type of service or geographic area. Certain of the Company's
competitors have broader geographic breadth. They also may have greater
manufacturing, financial, research and development, and marketing resources than
the Company. The Company believes that the primary basis of competition in its
targeted markets is manufacturing technology, quality, responsiveness, the
provision of value-added services, and price. To be competitive, the Company
must provide technologically advanced manufacturing services, high product
quality levels, flexible delivery schedules, and reliable delivery of finished
products on a timely and price-competitive basis. The Company currently may be
at a competitive disadvantage as to price when compared to manufacturers with
lower cost structures, particularly with respect to manufacturers with
facilities established where labor costs are lower.
Environment Compliance
The Company is subject to a variety of environmental regulations relating
to the use, storage, discharge and disposal of hazardous chemicals used during
its manufacturing process. Any failure by the Company to comply with present or
future regulations could subject it to future liabilities or the suspension of
production which could have a material adverse effect on the Company's business.
In addition, such regulations could restrict the Company's ability to expand its
facilities or could require the Company to acquire costly equipment or to incur
other expenses to comply with environmental regulations.
Dependence On Key Personnel And Skilled Employees
The Company's continued success depends to a large extent upon the efforts
and abilities of key managerial and technical employees. The loss of services of
certain key personnel could have a material adverse effect on the Company. The
Company's business also depends upon its ability to continue to attract and
retain senior managers and skilled employees. Failure to do so could adversely
affect the Company's operations.
Possible Volatility Of Market Price Of Common Stock
The trading price of the common stock is subject to significant
fluctuations in response to variations in quarterly operating results, general
conditions in the electronics industry, and other factors. In addition, the
stock market is subject to price and volume fluctuations which affect the market
price for many high technology companies in particular, and which often are
unrelated to operating performance.
9
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USE OF PROCEEDS
All proceeds from the sale of the Shares to be sold pursuant to this
Prospectus will be for the account of the Selling Shareholder. As a consequence,
the Company will not receive any proceeds from the sale of the Shares offered by
the Selling Shareholder.
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SELLING SHAREHOLDER
In connection with certain financing provided to the Company in September
1988, Signal Capital Corporation ("Signal") received warrants to purchase
1,225,625 shares of the Company's Common Stock, which Signal exercised in
February 1993. Pursuant to a Warrant Agreement dated September 23, 1988, Signal
received certain registration rights with respect to its shares. Eben S.
Moulton, President of Signal, is a director of the Company.
The following table summarizes certain information with respect to the
Selling Shareholder:
- ----------------------------------------------------------------
Selling Number of Number of Number of Percent of
Shareholder Shares Shares Shares Shares
Beneficially Registered Beneficially Outstanding
Owned Prior Herein Owned After
to Offering After Offering (2)
(1) Offering
(2)
- ----------------------------------------------------------------
Signal 805,125 805,125 -0- --
Capital
Corporation
- ----------------------------------------------------------------
1)Information as of September 10, 1997
2)Assumes all shares registered herein are sold.
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PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholder or by
pledgees, donees, transferees or other successors in interest. Such sales maybe
made in any one or more transactions (which may involve block transactions) in
the over-the-counter market, on the Nasdaq National Market, and any exchange in
which the Company's Common Stock may then be listed, or otherwise in negotiated
transactions 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 Shareholder may effect such
transactions by selling Shares to or through broker-dealers and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Shareholder and/or purchasers of
Shares from whom they may act as agent (which compensation may be in excess of
customary commissions).
The Company has informed the Selling Shareholder that the
anti-manipulative rules under the Exchange Act (Rules 10b-6 and 10b-7) may apply
to its sales of Shares in the market. Also, the Company has informed the Selling
Shareholder of the need for delivery of copies of the Prospectus in connection
with any sale of securities registered hereunder in accordance with applicable
prospectus delivery requirements.
In connection with such sales, the Selling Shareholder and any
participating brokers and dealers may be deemed to be "underwriters" as defined
in the Securities Act. In addition, any of the Shares that qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus.
In order to comply with certain state securities laws, if applicable, the
Shares will not be sold in a particular state unless such securities have been
registered or qualified for sale in such state or an exemption from registration
or qualification is available and complied with.
LEGAL MATTERS
The validity of the issuance of the Shares being offered hereby will be
passed upon for the Company by Boylan, Brown, Code, Fowler, Vigdor & Wilson,
LLP, Rochester, New York. Justin L. Vigdor, a partner of this firm, is a
director of the Company. As of the date of this Prospectus, members of Boylan,
Brown, Code, Fowler, Vigdor & Wilson, LLP beneficially own 28,600 shares of
Common Stock.
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EXPERTS
The consolidated financial statements and schedules incorporated by
reference in this Prospectus and elsewhere in the Registration Statement from
the Company's Annual Report on Form 10-K for the year ended September 30, 1996
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.
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No person is authorized to give any information or to make any
representation, other than those contained in or incorporated by reference in
this Prospectus, and any information or representations not contained in or
incorporated by reference in this Prospectus must not be relied upon as having
been authorized by the Company or the Selling Shareholder. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any
securities other than the registered securities to which it relates. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy such securities under any circumstances where such offer or solicitation is
unlawful. Neither the delivery of this Prospectus nor any sales made 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 contained herein is correct as of any time subsequent to its date.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Set forth below is an estimate of the fees and expenses payable by
the Registrant in connection with the Offering:
Securities and Exchange Commission
registration fee....... $4,955.79
Legal fees and expenses.................... 5,000.00
Accounting fees and expenses............... 3,000.00
Miscellaneous.............................. 44.21
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TOTAL...................................... $13,000.00
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "DGCL"), as
amended, gives Delaware corporations the power to indemnify each of their
present and former officers or directors under certain circumstances, if such
person acted in good faith and in a manner which he reasonably believed to be
in, or not opposed to, the best interests of the corporation.
The Amended and Restated Certificate of Incorporation of the
Registrant contains provisions that eliminate the personal liability of each
director to the Registrant or its stockholders for monetary damages for breach
of fiduciary duty as a director, except (i) for breaches of such director's duty
of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which
such director derived an improper personal benefit.
The Amended and Restated Certificate of Incorporation of the
Registrant contains provisions to the general effect that each director and
officer shall be indemnified by the Registrant against liabilities and expenses
in connection with any threatened, pending or contemplated legal proceeding to
which he may be made a party or with which he may become involved by reason of
being or having been an officer or director of the Registrant or of any other
organization at the request of the Registrant. Such indemnification is
authorized to the full extent permitted by the DGCL.
The Registrant has entered into an indemnity agreement with each
officer and director to provide contractual assurance that the protection
afforded by the Company's by-laws and Restated Certificate of Incorporation will
be available regardless of changes in the Registrant's charter documents or
change in control of the Registrant.
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The by-laws of the Registrant contain a provision permitted by the
DGCL that provides that directors and officers will be indemnified by the
Registrant to the fullest extent permitted by law for all losses that may be
incurred by them in connection with any action, suit or proceeding in which they
may become involved by reason of their service as a director or officer of the
Registrant.
The Registrant maintains an officers' and directors' liability
insurance policy insuring the covered individuals against acts or omissions
taken by such persons in their capacities as officers or directors.
Item 16. Exhibits
Exhibit No. Title
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4.1 Form of Certificate for Common Stock of the Registrant
(incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1, Registration No.
33-56498)
5.1 Opinion of Boylan, Brown, Code, Fowler,
Vigdor & Wilson, LLP.
23.1 Consent of Boylan, Brown, Code, Fowler,
Vigdor & Wilson, LLP (contained in Exhibit
5.1 to the Registration Statement).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included on Page II-4).
Item 17. Undertakings
(a) Rule 415 Offering. 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;
(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;
(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.
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(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) Incorporating Subsequent Exchange Act Documents by Reference. The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Act, 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 plans' 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.
(c) Indemnification for Liabilities Arising Under the Securities Act
of 1933. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 against the Registrant by any director, officer or
controlling person in connection with the securities registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirement 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 had duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized in the Village of Newark, State of New York on September 11, 1997.
IEC ELECTRONICS CORP.
By: /s/ Russell E. Stingel
Russell E. Stingel
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints RUSSELL E. STINGEL and JUSTIN L. VIGDOR, or any
one of them, as true and lawful attorneys-in-fact, each with full power and
authority to act as such without the other, and with full power of substitution,
for him and in any and all capacities, to sign any amendments to this
Registration Statement, and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
the undersigned hereby ratifying and confirming all that said attorneys-in-fact,
or any of them or his substitute or substitutes, shall 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/ Russell E. Stingel Director, Chairman of the September 11, 1997
- ---------------------- Board and Chief Executive Officer
Russell E. Stingel
/s/ Timothy J. Kennedy Vice President, Chief September 11, 1997
- ---------------------- Financial Officer and
Timothy J. Kennedy Treasurer(Principal Financial
and Accounting Officer)
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/s/ David J. Beaubien Director September 11, 1997
- ----------------------
David J. Beaubien
/s/ Thomas W. Folger Director September 11, 1997
- --------------------------
Thomas W. Folger
/s/ W. Barry Gilbert Director September 11, 1997
- --------------------------
W. Barry Gilbert
/s/ Robert P. B. Kidd Director September 11, 1997
- ---------------------
Robert P. B. Kidd
/s/ Eben S. Moulton Director September 11, 1997
- --------------------------
Eben S. Moulton
/s/ Justin L. Vigdor Director September 11, 1997
- --------------------------
Justin L. Vigdor
19
EXHIBIT 5.1
September 11, 1997
IEC Electronics Corp.
105 Norton Street
Newark, NY 14513
RE: IEC Electronics Corp. - Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to IEC Electronics Corp., a Delaware
corporation (hereinafter called the Company), in connection
with its Registration Statement on Form S-3, filed under the
Securities Act of 1933, relating to the proposed resale of up to
805,125 shares of common stock of the Company, $.01 par value
(Common Stock) by a certain selling stockholder.
In that connection, we have examined the Certificate of
Incorporation of the Company, as amended, the by-laws of the
Company, as amended, the Registration Statement, and such other
documents and corporate records as we have deemed necessary or
appropriate for purposes of this opinion.
Based upon the foregoing, it is our opinion that:
1. The Company has been duly organized and is a validly
existing corporation in good standing under the laws of the State
of Delaware.
2. The Common Stock has been duly authorized and is validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to
the above-referenced Registration Statement and to the reference
made to us under the caption Legal Matters in the Prospectus
forming a part of such Registration Statement.
Very truly yours,
BOYLAN, BROWN, CODE,
FOWLER, VIGDOR & WILSON, LLP
/s/Martin S. Weingarten
Martin S. Weingarten
MSW/ls
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated November 8, 1996 included (or incorporated by
reference) in IEC Electronics Corp.'s Form 10-K for the year
ended September 30, 1996 and to all references to our Firm
included in this registration statement.
/s/Arthur Anderson
Rochester, New York,
September 11, 1997
