As filed with the Securities and Exchange Commission on April 6, 1999
Registration No. 333-51283
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE EFFECTIVE AMENDMENT NO. 3 TO
FORM SB-2
REGISTRATION STATEMENT
Under the Securities Act of 1933
BOATRACS, INC.
(Exact name of registrant as specified in its charter)
California 5060 33-0644381
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
10675 Sorrento Valley Road, Suite 200
San Diego, California 92121
(619) 657-0100
(Address and telephone number of registrant's principal executive offices)
Michael Silverman, Chairman of the Board
BOATRACS, Inc.
10675 Sorrento Valley Road, Suite 200
San Diego, California 92121
(619) 657-0100
(Name, address and telephone number of agent for service)
It is requested that copies of communications be sent to:
Norman L. Smith, Esq.
Solomon Ward Seidenwurm & Smith
401 B Street, Suite 1200
San Diego, California 92101
(619) 231-0303
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes
effective, which time is to be determined by the Selling Securityholders.
All of the Securities offered hereby are offered for the
account of the Selling Securityholders.
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/
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
Previously Submitted
PART I, Items 1-21
Previously Submitted
PART I, Item 22
Financial Statements
Financial Statements through the calendar year ended December 31, 1997 were
previously submitted. The following Financial Statements
are incorporated by reference to the Company's report on 10 KSB for the year
ended December 31, 1998 filed with the Commission on
March 30, 1999:
Independent Auditors' Report
Consolidated Balance Sheets as of December 31, 1998
Consolidated Statements of Operations for the years ended
December 31, 1998
Consolidated Statements of Cash Flows for the years ended December 31, 1998
Consolidated Statements of Stockholders' Equity for the
years ended December 31, 1998
Notes to Consolidated Financial Statements
Item 23
None
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Items 24-26
Previously Submitted
Item 27
Exhibits
See Exhibit Index
Item 28
Undertakings
(1) The undersigned Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registratio
statement; and
(iii) to include any additional or changed material information on the
plan of distribution.
(b) that, for the purposes 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;
(c) file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of
the offering;
(2) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (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 by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of San Diego, State of California on the 5th day of April, 1999.
BOATRACS, INC.
By: /S/ MICHAEL SILVERMAN
Michael Silverman, Chairman
/s/ Michael Silverman Chairman of the Board April 5, 1999
Michael Silverman and Director, acting Chief
Financial Officer
/s/ Jon S. Gilbert President, Chief Executive Officer April 5, 1999
Jon S. Gilbert and Director
/s/Giles Bateman Director April 5, 1999
Giles Bateman
/s/ Luis Maizel Director April 5, 1999
Luis Maizel
/s/ Mitchell Lynn Director April 5, 1999
Mitchell Lynn
/s/ Scott Boden Director April 5, 1999
Scott Boden
EXHIBIT INDEX
Exhibits Description
2 Plan of Reorganization by Merger (1)
3.1 Amended and Restated Articles of Incorporation (1)
3.2 Amended and Restated Bylaws (1)
3.3 Amendment of the Bylaws, Article III, Section 2 (7)
4.1 Form of the Company's Common Stock Certificate (2)
10.1* License and Distribution Agreement dated June 13, 1990,
by and between QUALCOMM and the Company, as amended (3)
10.2* License Agreement dated March 31, 1995, between the
Company and QUALCOMM (2)
10.3 Employment Agreement Michael Silverman (2)
10.7 Addendum to Stock Issuance/Employment Agreement between
the Company and Annette Friskopp dated July 1, 1995 (4)
10.8* Agreement entered into between BOATRACS, Inc. and
Oceantrac Systems Limited and Oceantrac
Incorporated, effective September 1996 (6)
10.9 BOATRACS, Inc. Amended 1996 Stock Option Plan (8)
10.10 Restricted Stock Purchase Agreement between Boatracs, Inc.
and Jon Gilbert dated October 15, 1997 (9)
10.11 Pledge Agreement between Boatracs, Inc. and Jon Gilbert
dated October 15, 1997 (9)
10.12 Promissory Note between Boatracs, Inc. and Jon Gilbert
dated October 15, 1997 (9)
10.13 Employment Agreement between Boatracs, Inc. and Charles
Drobny, Jr. effective November 1, 1997. (10)
10.14 Agreement and Plan of Reorganization dated July 7, 1998
by and between Boatracs, Inc., Enerdyne Technologies,
Inc., Boatracs Acquisition, Inc., Scott T. Boden and
Irene Shinsato. (11)
10.15 Employment Agreement dated July 7, 1998 between Scott T.
Boden and Enerdyne Technologies, Inc. (11)
10.16 Option Agreement dated July 7, 1998 between Scott T.
Boden and Boatracs, Inc. (13)
10.17 Employment Agreement dated July 7, 1998 between Irene
Shinsato and Enerdyne Technologies, Inc. (11)
10.18 Option Agreement dated July 7, 1998 between Irene Shinsato
and Boatracs, Inc. (13)
10.19 Financial Statements of Enerdyne Technologies, Inc. (12)
10.20 First Amendment to Agreement and Plan of Reorganization
between Boatracs, Inc, Boatracs
Acquisition, Inc., Enerdyne Technologies, Inc., Scott T.
Boden, Irene Shinsato, Jon Gilbert and Michael
Silverman (13)
10.21 Financial Statements of Med Associates, Inc. (14)
10.22 Loan Agreement effective December 29, 1998 between
Boatracs, Inc. and Enerdyne (Borrower) and First
National Bank (Lender) (15)
10.23 Promissory Note in the amount of $4,250,000 dated
December 29, 1998, between Boatracs, Inc.: ET.
AL. (Borrower) and First National Bank (Lender) (15)
10.24 Promissory Note in the amount of $750,000 dated
December 29, 1998 between Boatracs, Inc.: ET. AL.
(Borrower) and First National Bank (Lender) (15)
10.25 Commercial Pledge and Security Agreement between Boatracs,
Inc.:ET. AL. (Borrower), Boatracs, Inc.
(Grantor) and First National Bank (Lender) (15)
10.26 Commercial Security Agreement between Boatracs, Inc.: ET.
AL. (Borrower), Enerdyne Technologies,
Inc. (Grantor) and First National Bank (Lender) (15)
10.27 Commercial Security Agreement between Boatracs, Inc.:
ET.AL. (Borrower), Boatracs, Inc. (Grantor)
and First National Bank (Lender) (15)
10.28 Commercial Security Agreement between Boatracs, Inc.:
ET. AL. (Borrower), Boatracs (Europe) B.V.
and Oceantracs Incorporated (Grantor) and First National
Bank (Lender) (15)
10.29 Collateral Assignment, Patent Mortgage and Security
Agreement as of December 29, 1998 between
Enerdyne Technologies, Inc., a California corporation
(Grantor) and First National Bank, a national
banking association (Grantee) (15)
11 Statement regarding computation of net loss per share
(filed herewith)
21 Subsidiaries of the Registrant (filed herewith)
23.1 Independent Auditors consent (filed herewith)
___________________________
(1) Incorporated by reference to the exhibit of the same
number to the Company's Current Report on Form
8-K dated January 12, 1995.
(2) Incorporated by reference to the exhibit of the same
number to the Company's Form S-1, SEC File No.
33-91284, filed with the SEC on May 4, 1995.
(3) Incorporated by reference to the exhibit of the same
number to the Company's Amendment No. 3 to
Form S-1, SEC File No. 33-91284, filed with the SEC on
July 6, 1995.
(4) Incorporated by reference to the exhibit of the same
number to the Company's Form S-1, SEC file No.
33-98810 filed with the SEC on October 31, 1995.
(5) Incorporated by reference to the exhibit of the same
number to the Company's Form 10-K filed with the SEC
March 1996.
(6) Incorporated by reference to the exhibit of the same
number to the Company's Form 10-QSB filed with the SEC
November 1996.
(7) Incorporated by reference to the Company's Form 10-QSB
filed with the SEC in May, 1996.
(8) Incorporated by reference to the Company's Form S-8
filed with the SEC on June 20, 1997.
(9) Incorporate by reference to the company's Form 10-QSB
filed with the SEC on 11/14/97.
(10) Incorporated by reference to the Company's Form 8-KA
filed with the SEC on March 31, 1998.
(11) Incorporated by reference to the Company's Form 8-K filed
with the SEC on July 21, 1998.
(12) Incorporated by reference to the Company's Form 8-K/A,
Amendment No. 1, filed with the SEC on
August 14, 1998.
(13) Incorporated by reference to the Company's Form 8-K/A,
Amendment No. 2, filed with the SEC on
November 18, 1998.
(14) Incorporated by reference to the Company's Form 8-K/1,
Amendment No. 1, filed with the SEC on March
31, 1998.
(15) Filed herewith
*Confidential treatment requested
EXHIBIT 5
SOLOMON WARD SEIDENWURM & SMITH, LLP LETTERHEAD
April 5, 1999
BOATRACS, Inc.
10675 Sorrento Valley Road, Suite 200
San Diego, CA 92121
Re:......Pre-Effective Amendment No. 3 to Registration Statement on Form SB-2
Gentlemen:
We are delivering this opinion and consent to you in connection with the
registration under the Securities Act of 1933, as amended,
of 9,900,070 shares of common stock, no par value (the "Shares"), of BOATRACS,
Inc. (the "Company") held be certain shareholders of
the Company, pursuant to Pre-Effective Amendment No. 3 to Registration
Statement on Form SB-2 (the "Registration Statement").
We have examined such documents and have reviewed such questions of law as we
have considered necessary and appropriate for the
purposes of this opinion and, based thereon, we advise you that, in our
opinion, the Shares are duly authorized, validly issued and
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the reference to
this firm as set forth under the caption "Legal Matters" in the Prospectus
constituting part of the Registration Statement.
Very truly yours,
SOLOMON WARD SEIDENWURM & SMITH, LLP
By: /s/ Norman L. Smith
Norman L. Smith
San Diego, California
EXHIBIT 11
STATEMENT RE: BASIC AND DILUTED EARNINGS (LOSS) PER SHARE
(in thousands, except earnings (loss) per share data)
Year Ended December 31,
----------------------------------------------------
1998 1997 1996
------------- ------------ -------------
Net income (loss) $ 389 ($ 255) ($ 905)
Basic earnings (loss)
per common share $ .02 ($ .02) ($ .07)
Diluted earnings
per common share $ .02 n/a n/a
Weighted average
common shares
outstanding 17,333 13,535 12,597
Weighted average
common shares
outstanding 18,358 n/a* n/a*
assuming dilution
* Common stock equivalents are considered anti-dilutive and therefore are not
included in the diluted computation.
EXHIBIT 21
Subsidiaries of the Registrant
BOATRACS (Europe) B.V. (wholly-owned)
Enerdyne Technologies, Inc.
Oceantrac, Inc.
EXHIBIT 23.1
DELOITTE & TOUCHE, LLP LETTERHEAD
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of BOATRACS, Inc. on Pre
Effective Amendment No. 3 to Form SB-2 of our report
dated February 26, 1999, appearing in the Prospectus, which is part of this
Registration Statement, and to the reference to us under
the heading "Experts" in such Prospectus.
DELOITTE & TOUCHE LLP
/s/ Deloitte & Touche
San Diego, California
April 5, 1999
