Registration No.___________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
------------------------
LCS INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-2648333
(State of Incorporation) (I.R.S. Employer Identification Number)
120 Brighton Road
Clifton, New Jersey 07012-1694
(201) 778-5588
(Address and Telephone Number of Principal Executive Offices)
Arnold J. Scheine
President
LCS Industries, Inc.
120 Brighton Road
Clifton, New Jersey 07012-1694
(201) 778-5588
(Name, address and telephone number of agent for service)
-------------------------
Copy to:
Peter B. Hirshfield, Esq.
Moses & Singer LLP
1301 Avenue of the Americas
New York, New York 10019-6076
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [__]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [ x ]
Page 1
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
<CAPTION>
Proposed
maximum Proposed
Title of offering maximum Amount of
securities Amount to price per aggregate registration
to be registered be registered share* offering price fee
- ---------------- -------------- ---------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 232,452 $21.25 $4,939,605 $1,703.32
$.01 par value shares
==================================================================================================================================
</TABLE>
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
- --------
* Estimated solely for purposes of calculating the registration fee pursuant to
Rules 457(c) and (h) under the Securities Act of 1933, as amended (the
"Securities Act"), on the basis of the average of the high and low prices
reported on the NASDAQ National Market System on May 31, 1995.
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<PAGE>
LCS INDUSTRIES, INC.
CROSS REFERENCE SHEET REQUIRED
BY ITEM 501(b) OF REGULATION S-K
<TABLE>
<CAPTION>
Form S-3
Item Number and Caption Caption in Prospectus
----------------------- ---------------------
<S> <C> <C>
1. Forepart of Registration Facing Page of Registration
Statement and Outside Statement; Cross Reference Sheet
Front Cover Page of and Cover Page of Prospectus
Prospectus
2. Inside Front and Outside Available Information; Information
Back Cover Pages of Incorporated by Reference and
Prospectus Table of Contents
3. Summary Information, Risk The Company
Factors and Ratio of Earnings
to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Not Applicable
Price
6. Dilution Not Applicable
7. Selling Security Holders Selling Stockholders
8. Plan of Distribution Cover Page of Prospectus; Plan of
Distribution
9. Description of Securities to Description of Securities
be Registered
10. Interests of Named Experts Legal Matters; Experts
and Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Information Incorporated by
Information by Reference Reference
13. Disclosure of Commission Indemnification of Officers and
Position on Indemnification Directors
for Securities Act Liabilities
</TABLE>
Page 3
<PAGE>
PROSPECTUS
LCS INDUSTRIES, INC.
232,452 Shares of Common Stock
to be sold by Selling Stockholders
This Prospectus covers the offer and sale by certain
stockholders (the "Selling Stockholders") of LCS Industries, Inc., a Delaware
corporation (the "Company"), of up to a maximum of 232,452 shares of Common
Stock, par value $.01 per share (the "Common Stock"), of the Company.
No person has been authorized by the Company or the Selling
Stockholders to give any information or to make any representation other than as
contained in this Prospectus, and if given or made, such information or
representation must not be relied upon as having been authorized by the Company,
the Selling Stockholders or any other person. Neither the delivery of this
Prospectus nor any sale of the shares of the Common Stock of the Company offered
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date of this Prospectus.
The Company's Common Stock is listed on the NASDAQ National
Market System under the symbol "LCSI".
-------------------------------------
<TABLE>
<CAPTION>
Underwriting
Price to Discounts Proceeds to
Public and Company
-------- Commissions -----------
------------
<S> <C> <C> <C>
Per Share........... $20.00* N/A N/A
Total................. $4,649,040 N/A N/A
</TABLE>
- ---------------------------
* Based on the closing price for the Common Stock on the NASDAQ National Market
System on May 31, 1995.
-------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------------------------------
The date of this Prospectus is June 5, 1995.
Page 4
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information and reporting requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files reports and other information
with the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company with the Commission may be
inspected and copies may be obtained (at prescribed rates) at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Judiciary Plaza, Washington, D.C. 20549, and at the Regional Offices
of the Commission located at 7 World Trade Center, New York, New York 10048, and
at Suite 1400, 500 West Madison Street, Chicago, Illinois 60661-2511. Copies of
such documents may also be obtained (at prescribed rates) by mail, addressed to
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549, and may also be inspected (without
charge) at the office of the National Association of Securities Dealers, Inc. at
1735 K Street, N.W., Washington, D.C. 20006. The Common Stock of the Company is
listed on the NASDAQ National Market System.
The Company has filed a Registration Statement on Form S-3
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with the Commission with respect to the shares of Common
Stock offered hereunder. As permitted by the rules and regulations of the
Commission, this Prospectus omits certain information contained in the
Registration Statement. For further information with respect to the Company and
the shares of the Common Stock offered by this Prospectus, reference is made to
the Registration Statement, including the Exhibits thereto. Statements in this
Prospectus as to any document are not necessarily complete, and where any such
document is an Exhibit to the Registration Statement or is incorporated by
reference herein, each such statement is qualified in all respects by the
provisions of such Exhibit or other document, to which reference is hereby made
for a full statement of the provisions thereof. The Registration Statement,
including the Exhibits thereto, may be inspected and copied in the manner and at
the locations described above.
Additional updating information with respect to the shares of
Common Stock offered hereunder may be provided in the future by means of
supplements to this Prospectus.
Page 5
<PAGE>
INFORMATION INCORPORATED BY REFERENCE
The following documents, which have been filed by the Company
with the Commission pursuant to the Exchange Act, are incorporated by reference
in and made a part of this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1994, filed pursuant to Section 13(a) or 15(d) of the
Exchange Act;
(b) All other reports filed pursuant to Section 13 or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Annual Report
on Form 10-K referred to in (a) above;
(c) The Company's Proxy Statement dated January 18, 1995,
filed pursuant to Section 14 of the Exchange Act in connection with the Annual
Meeting of Stockholders of the Company held on February 28, 1995, and any
definitive proxy or information statements so filed in connection with any
subsequent annual or special meeting of Stockholders of the Company (except in
each case for that material contained in such proxy or information statement
which is not deemed to be filed with the Commission pursuant to its rules and
regulations); and
(d) The description of the Common Stock which is contained in
the Company's Form 8-A filed in June 1983 under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the Company with the
Commission pursuant to Sections 13, 14 and 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates that all shares of
Common Stock offered hereby have been sold or which deregisters all such shares
of Common Stock then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and 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 document which also is
incorporated or 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 promptly furnish without charge to each
person to whom this Prospectus is delivered, upon written request of such
person, the Annual Report to Stockholders for the Company's latest fiscal year
and a copy of any or all of the documents described above, or otherwise
incorporated herein by reference (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference in this Prospectus).
Requests should be addressed to LCS Industries, Inc., 120 Brighton Road,
Clifton, New Jersey 07012-1694, Attention: Treasurer (telephone (201) 778-5588).
Page 6
<PAGE>
THE COMPANY
The principal executive offices of the Company are located at
120 Brighton Road, Clifton, New Jersey 07012-1694 (telephone (201) 778-5588).
USE OF PROCEEDS
The Company will not receive any part of the proceeds of the
sale of the shares of Common Stock hereunder.
SELLING STOCKHOLDERS
The shares of Common Stock covered by this Prospectus are
being offered on behalf of the Selling Stockholders.
The table below sets forth the number of shares of Common
Stock beneficially owned by the Selling Stockholders as of May 31, 1995, the
number of shares to be offered for the account of the Selling Stockholders and
the number of shares, and the percentage of the total outstanding shares of the
Company, if greater than 1%, to be owned by the Selling Stockholders after
completion of this offering assuming the sale of all of the offered shares.
<TABLE>
<CAPTION>
Number Of
Offered Shares
To Be Owned
After Completion
Of Offering And
Number Of Shares Of Percentage Of
Selling Shares Bene- Common Stock Shares Owned If
Stockholder ficially Owned Offered Hereunder Greater Than 1%
- ----------- -------------- ----------------- ---------------
<S> <C> <C> <C>
Gerald L. King 177,049 177,049 -0-
John A. Schenck 27,701 27,701 -0-
Lawrence H. Morgan 13,851 13,851 -0-
Timothy H. Sylvester 13,851 13,851 -0-
</TABLE>
Each Selling Stockholder is a former stockholder of Catalog
Resources, Inc., a Delaware corporation ("CRI"), all of the issued and
outstanding stock of which (the "CRI Stock") was sold by the Selling
Stockholders to the Company on April 1, 1993 pursuant to an Agreement dated
April 1, 1993, as amended, among the Company, CRI and the Selling Stockholders
Page 7
<PAGE>
(the "CRI Agreement"). From and after April 1, 1993, CRI has been a wholly-owned
subsidiary of the Company. In partial payment for the CRI Stock, the CRI
Agreement provides for the Company to issue and deliver to the Selling
Stockholders up to a maximum of 330,000 shares of Common Stock, of which an
aggregate of 232,452 shares had been so issued and delivered by May 30, 1995,
with the remaining 97,548 shares, in the Company's best estimate, to be issued
and delivered on January 3, 1996, January 3, 1997 and January 3, 1998.
Mr. King was the founder of CRI and has been the President and
Chief Executive Officer of CRI since its incorporation in 1989.
Mr. Schenck has been the Vice President of Data Processing of
CRI since July 10, 1989.
Mr. Morgan has been the Vice President of Operations of CRI
since February 24, 1992.
Mr. Sylvester has been the Vice President of Finance and
Administration of CRI since February 24, 1992.
A copy of the CRI Agreement is incorporated by reference
herein as an Exhibit to the Registration Statement. Reference is made thereto
for the full text of the CRI Agreement, and the summary information herein given
is subject thereto and qualified in its entirety by such reference. A copy of
the CRI Agreement may be examined and copied at the offices of the Commission
(see "AVAILABLE INFORMATION") or obtained without charge from the Company (see
"INFORMATION INCORPORATED BY REFERENCE").
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereunder may be sold from
time to time by the Selling Stockholders or by pledgees, donees, permitted
transferees or other successors-in-interest of the Selling Stockholders in the
over-the-counter market or otherwise at prices and on terms then prevailing or
at prices related to the then current market price or in negotiated
transactions. The shares of Common Stock may be sold by one or more of the
following methods: (a) private transactions; (b) block trades in which the
broker or dealer so engaged will attempt to sell the shares of Common Stock as
agent but may purchase and resell a portion of the block as principal to
facilitate the transaction; (c) purchases by a broker or dealer as principal and
sale by such broker or dealer for its account pursuant to this Prospectus; (d)
an exchange distribution in accordance with the rules of such exchange; and (e)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by a Selling
Stockholder may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts in amounts to be negotiated
immediately prior to the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In addition, any
Page 8
<PAGE>
securities covered by this Prospectus which qualify for sale pursuant to Rule
144 or Rule 144A may be sold under Rule 144 or Rule 144A rather than pursuant to
this Prospectus.
Upon the Company being notified by a Selling Stockholder that
any material arrangement has been entered into with a broker or dealer for the
sale of shares of Common Stock through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer; a
supplement to this Prospectus will be filed, if required, pursuant to Rule
424(c) under the Securities Act, disclosing (i) the name of the Selling
Stockholder and the participating broker-dealer(s), (ii) the number of shares of
Common Stock involved, (iii) the price at which such shares of Common Stock were
sold, (iv) the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not
conduct any investigation to verify the information set out or incorporated by
reference in this Prospectus and (vi) other facts material to the transaction.
DESCRIPTION OF SECURITIES
Common Stock
The Company is authorized to issue 6,000,000 shares of Common
Stock. As of May 3, 1995, 2,034,289 shares of Common Stock were issued and
outstanding.
Each holder of a share of Common Stock (except those shares
owned by stockholders who have not exchanged their old certificates for
certificates representing the reclassified shares of Common Stock issuable
pursuant to the two-for-one reclassification provided for in the Company's
Restated Certificate of Incorporation adopted by the Company's stockholders on
May 24, 1983 (the "Restated Certificate of Incorporation")) is entitled to one
vote per share in the election of the Company's directors and on all other
matters to which stockholders are entitled to vote, subject to prior rights that
may be applicable to any outstanding preferred stock and also subject to the
restrictions described in the second following paragraph. The holders of shares
of Common Stock are entitled to receive such dividends, if any, as may be
declared from time to time by the Board of Directors in its discretion from
funds legally available therefor. Subject to prior liquidation rights of any
outstanding preferred stock, the holders of Common Stock are entitled to share
in any distribution to stockholders upon the liquidation, dissolution or winding
up of the Company.
The holders of Common Stock have no preemptive or other
subscription or conversion rights, and there are no redemption provisions with
respect to such shares. All of the outstanding shares of Common Stock, including
the shares offered hereby, are fully paid and non-assessable.
The stockholders of the Company may act upon the affirmative
vote of the holders of a majority of the issued and outstanding shares of the
Company entitled to vote thereon, except in the instances summarized as follows,
Page 9
<PAGE>
each of which (except where the transactions described in (a) - (d) below have
been approved by a majority of directors independent of the Interested
Stockholder (as defined below) also described therein or have met the valuation
and procedural criteria set forth in paragraph 2 of Article FIFTH of the
Restated Certificate of Incorporation) requires the affirmative vote of the
holders of eighty percent (80%) of the issued and outstanding shares of the
Company entitled to vote (without giving effect to any shares or votes cast by
any beneficial owner of 10% or more of any class or series of voting stock (an
"Interested Stockholder") described in (a) - (d) below):
(a) any merger or consolidation of the Company or any
subsidiary (collectively, the "Corporation") with (i) any Interested Stockholder
or (ii) any other company, which is, of after such merger or consolidation would
be, an Interested Stockholder;
(b) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition to or with an Interested Stockholder of any assets
of the Corporation (including securities) having a fair market value of
$1,000,000 or more, other than as properly approved remuneration or part of a
bonus, employee stock ownership or similar plan;
(c) the adoption of any plan or proposal for the
liquidation or dissolution of the Corporation proposed by or on behalf of or for
the benefit of any Interested Stockholder; or
(d) any reclassification of securities or
recapitalization of the Corporation, or any merger or consolidation of the
Corporation, or any other transaction which has the effect of increasing the
proportionate share of the outstanding shares of any class of equity securities
of the Corporation which is owned by any Interested Stockholder; and, except in
the following instances, each of which requires the affirmative vote of the
holders of eighty percent (80%) of the issued and outstanding shares of the
Company entitled to vote:
(i) any action altering, amending or
repealing the By- Laws of the Company or adopting new By-Laws;
or
(ii) any amendment or repeal or adoption of
any provisions inconsistent with Articles FIFTH through
ELEVENTH of the Restated Certification of Incorporation.
Preferred Stock
The Company is authorized to issue up to 1,000,000 shares of
preferred stock, $.01 par value per share ("Preferred Stock"), in one or more
series, having such voting rights, dividend and liquidation rights and
preferences, redemption, sinking fund and convertibility provisions, and certain
other preferences, rights and provisions permitted in the Restated Certificate
of Incorporation as the Board of Directors may fix in providing for the issuance
Page 10
<PAGE>
of such series without any vote or action by stockholders. As of May 31, 1995,
no shares of Preferred Stock had been issued or were outstanding.
Classification of Directors
The Company's Board is divided into three classes of
directors: Class I; Class II; and Class III. Each class is to be as nearly as
equal in number as possible. Directors in each class are elected for a term of
three years and hold office until the Annual Meeting of Stockholders in the year
in which the term of their office expires and until their successors are
qualified. The Company currently has four directors, one director in each of
Class I and Class II, and two directors in Class III.
LEGAL MATTERS
Certain legal matters with respect to the shares of Common
Stock offered hereby are being passed upon for the Company by Moses & Singer
LLP, 1301 Avenue of the Americas, New York, New York 10019-6076. Peter B.
Hirshfield, a partner of Moses & Singer LLP, beneficially owns 8,800 shares of
the Company's Common Stock.
EXPERTS
The financial statements and the related financial statement
schedules incorporated in this Prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended September 30, 1994 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The General Corporation Law of the State of Delaware (the
"GCL") provides for indemnification of any person (the "Indemnitee"), under
certain circumstances, against reasonable expenses, including attorneys' fees,
incurred in connection with the defense of a civil or criminal proceeding to
which such person has been or has been threatened to have been made a party by
reason of the fact that he is or was serving as a director, officer, employee or
agent of the Company or by reason of the fact that he is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. Pursuant to
the GCL, an indemnity may be provided for if the Indemnitee acted in good faith
(and with respect to a criminal action or proceeding, had no reason to believe
his conduct was unlawful) and in a manner reasonably believed to be in or not
opposed to the best interests of the Company. With respect to any threatened,
pending or completed action or suit by or in the right of the Company, the GCL
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<PAGE>
provides that the Company may indemnify against expenses (including attorneys'
fees) actually and reasonably incurred in connection with the defense or
settlement if the Indemnitee acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the Company, except
that no indemnification may be made if the Indemnitee shall have been adjudged
to be liable to the Company unless specific court approval is obtained. The GCL
further provides that the indemnification provided pursuant to it shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any law, agreement, vote of stockholders or disinterested
directors or otherwise. The By-laws of the Company provide that the Company
shall indemnify, and advance expenses to, any director, officer, employee or
agent of the Company to the fullest extent permitted by law.
Under the GCL, the Company may maintain insurance policies
covering the Company, any director or officer of the Company and any person
serving at the request of the Company as a director or officer of any other
entity. These insurance policies generally cover liabilities arising out of such
service, including liabilities for which any such person may not be indemnified
by the Company.
The foregoing summary is subject to the detailed provisions of
the GCL and the Company's By-laws. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
offered hereunder, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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<PAGE>
No person has been
authorized to give any information
or to make any representation in
connection with the offering being
made hereby not contained in this
Prospectus, and, if given or made,
such information or representation
must not be relied upon as having
been authorized. This Prospectus LCS INDUSTRIES, INC.
does not constitute an offer to
sell or solicitation of an offer to Up to a Maximum of
buy any of the securities offered 232,452 Shares of Common Stock
hereby in any jurisdiction in which
it is unlawful to make such offer
or solicitation in such
jurisdiction. Neither the delivery
of this Prospectus nor any sale
made here-under shall under any
circumstances create an implication
that information herein is correct
as of any time subsequent to the
date hereof.
----------------- ---------------------
PROSPECTUS
TABLE OF CONTENTS ---------------------
Page
Available Information.............2
Information Incorporated
by Reference...................3
The Company.......................4
Use of Proceeds...................4
Selling Stockholders..............4
Plan of Distribution..............5
Description of Securities.........6
Legal Matters.....................8
Experts...........................8
Indemnification of Officers
and Directors...................8
----------------- June 5, 1995
Page 13
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth expenses in connection with the
issuance and distribution of the securities being registered hereunder, which
expenses will be paid by the Company. All of the amounts shown are estimates.
Securities and Exchange Commission Registration Fee......... $ 1,703.32
Printing.................................................... $ 1,000.00
Legal and Accounting Fees................................... $12,500.00
----------
Total $15,203.32
Item 15. Indemnification of Directors and Officers.
The information in the Prospectus under the caption
"Indemnification of Officers and Directors" is incorporated by reference herein.
Item 16. Exhibits.
The following documents are filed or incorporated by reference
as Exhibits to this Registration Statement:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C> <C>
4(a) Agreement dated April 1, 1993, by and among LCS Industries,
Inc., Catalog Resources, Inc., Gerald L. King, John A. Schenck,
Lawrence H. Morgan and Timothy H. Sylvester (incorporated by
reference to the Current Report on Form 8-K of LCS Industries,
Inc. dated April 1, 1993)
4(b) Amendment No. 1 dated as of August 1, 1994 to Agreement
dated April 1, 1993 among LCS Industries,Inc., Catalog
Resources, Inc., Gerald L. King, John A. Schenck, Lawrence H.
Morgan and Timothy H. Sylvester (incorporated by reference to
the Current Report on Form 8-K of LCS Industries, Inc. dated
September 13, 1994)
5 Opinion of Moses & Singer LLP as to the validity of the shares of
Common Stock being registered hereby
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C> <C>
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Moses & Singer LLP (contained in their opinion in
Exhibit 5)
24 Power of Attorney (included in the signature page)
</TABLE>
Item 17. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of this
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
this Registration Statement; and
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material
change to such information in this Registration Statement.
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii)
shall not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this 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 a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
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<PAGE>
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, as
amended, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in this 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. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 by such director, officer or controlling person in
connection with the securities being offered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
Page 16
<PAGE>
LCS INDUSTRIES, INC.
REGISTRATION STATEMENT ON FORM S-3
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Number Description Numbered Page
-------------- ----------- -------------
<S> <C> <C> <C>
4(a) Agreement dated April 1, 1993, by N/A
and among LCS Industries, Inc., (incorporated
Catalog Resources, Inc., Gerald L. by reference to
King, John A. Schenck, Lawrence Current Report
H. Morgan and Timothy H. on Form 8-K
Sylvester dated April
1,1993)
4(b) Amendment No. 1 dated as of N/A
August 1, 1994 to Agreement (incorporated
dated April 1, 1993 among LCS by reference to
Industries,Inc., Catalog Resources, Current Report
Inc., Gerald L. King, John A. on Form 8-K
Schenck, Lawrence H. Morgan and dated
Timothy H. Sylvester September 13,
1994)
5 Opinion of Moses & Singer LLP 20
23(a) Consent of Deloitte & Touche LLP 21
23(b) Consent of Moses & Singer
(included in Exhibit 5) 20
24 Power of Attorney 19
</TABLE>
Page 17
<PAGE>
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and had duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Clifton, and State of New Jersey on this 30th
day of May, 1995.
LCS INDUSTRIES, INC.
By: /s/ Arnold J. Scheine
---------------------
Arnold J. Scheine
President
Page 18
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Arnold J. Scheine his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to this registration statement on Form S-3, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
/s/ Arnold J. Scheine President, Principal Executive May 30, 1995
- ----------------------- Officer and Director
Arnold J. Scheine
/s/ Marvin Cohen Senior Vice President, May 30, 1995
- ----------------------- Secretary, and Director
Marvin Cohen
/s/ Lee Grady Director May 30, 1995
- ----------------------
Lee Gray
/s/ Bernard Ouziel Director May 30, 1995
- ----------------------
Bernard Ouziel
/s/ Pat R. Frustaci Vice President - Finance, May 30, 1995
- ----------------------- Treasurer and Assistant
Pat R. Frustaci Secretary (Principal Financial
and Accounting Officer)
</TABLE>
Page 19
EXHIBITS 5 and 23(b)
MOSES & SINGER LLP
1301 Avenue of the Americas
New York, New York 10019-6076
(212) 554-7800
May 31, 1995
LCS Industries, Inc.
120 Brighton Road
Clifton, New Jersey 07012-1694
Re: LCS Industries, Inc.
Registration Statement on Form S-3
Gentlemen:
We have been acting as your counsel in connection with the
preparation and filing of a Form S-3 Registration Statement (the "Registration
Statement") with the Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1933, as amended (the "Act"), 232,452
shares (the "Shares") of the Common Stock, par value $.01 per share ("Common
Stock"), of LCS Industries, Inc., a Delaware corporation (the "Company").
As counsel to the Company, we have examined such corporate
records (including an executed copy of the Registration Statement and the
Exhibits thereto), such documents and such questions of law as we have
considered necessary or appropriate for the purposes of this opinion. In all
such examinations, we have assumed the genuineness of all signatures on original
documents and the conformity to originals or certified documents of all copies
submitted to us as conformed, photostat or other copies. In passing upon certain
corporate records and documents of the Company, we have necessarily assumed the
correctness and completeness of the statements made or included therein by the
Company, and we express no opinion thereon.
Based on and in reliance of the foregoing, we advise you that
in our opinion the Shares have been validly issued, and are fully paid and
non-assessable.
All capitalized terms used herein without definition shall
have the meanings ascribed thereto in the Registration Statement.
We hereby consent to the use and filing of this opinion as an
exhibit to the Registration Statement on Form S-3 and to all references to this
firm in the Registration Statement.
Sincerely yours,
/s/ Moses & Singer LLP
Page 20
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
LCS Industries, Inc. on Form S-3 of our reports dated December 22, 1994
appearing in and incorporated by the reference in the Annual Report on Form 10-K
of LCS Industries, Inc. for the year ended September 30, 1994 and to the
reference to Deloitte & Touche LLP under the heading "Experts" in the Prospectus
which is part of this Registration Statement.
/S/Deloitte & Touche LLP
Parsippany, New Jersey
May 31, 1995
Page 21
