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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 1996
REGISTRATION NO. 333-10665
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________
LASERTECHNICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 3208 Commander Drive 85-0294536
(State or other Carrollton, Texas 75006 (I.R.S. Employer
jurisdiction of (214) 407-6080 Identification No.)
incorporation (Address, including zip code,
or organization) and telephone number,
including area code,
of registrant's principal
executive offices)
________________________________
E.A. Milo Mattorano
Vice President and Chief Financial Officer
Lasertechnics, Inc.
3208 Commander Drive
Carrollton, Texas 75006
(214) 407-6080
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
________________________________
Copies to:
Kenneth S. Siegel
Baker & Botts, L.L.P.
599 Lexington Avenue
New York, New York 10022
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: From time to time after the effective date of the 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, 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. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
TITLE OF SHARES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED AGGREGATE PRICE AGGREGATE OFFERING REGISTRATION
PER UNIT (2) PRICE (2) FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per 6,859,406 shares (1) $1.375 $10,877,821 $3,750.97(3)
share..............................
====================================================================================================================
</TABLE>
(1) Represents the shares of the Registrant's Common Stock issuable upon
conversion of the Series D Preferred Stock of the Registrant and the
exercise of Warrants to purchase Common Stock, and is deemed to
include any additional shares of Common Stock that may be issuable
upon conversion of such Series D Preferred Stock or exercise of such
Warrants as a result of the antidilution provisions thereof or as a
result of any adjustment to the conversion price.
(2) Estimated solely for the purpose of calculating the registration fee
under Rule 457. The offering price has been estimated and the
conversion price has been computed pursuant to Rules 457(c) and (g),
based on the last sale price of the Common Stock, as reported on the
Nasdaq SmallCap Market, of $1.5938 on August 15, 1996 in respect of
the 6,609,406 shares of Common Stock covered by this Registration
Statement, as filed on August 22, 1996, and $1.375 on October 14, 1996
in respect of the 250,000 additional shares of Common Stock covered by
this Amendment No. 1.
(3) Of this amount, $3,632.44 was previously paid and was calculated
pursuant to Rule 457(c) based on 6,609,406 shares of Common Stock
covered by this Registration Statement, as filed on August 22, 1996.
An additional fee of $118.53 is transmitted herewith and is calculated
based on 250,000 additional shares of Common Stock covered by this
Amendment No. 1.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
SUBJECT TO COMPLETION, DATED October 21, 1996
PROSPECTUS
LASERTECHNICS, INC.
6,859,406 Shares of Common Stock
This Prospectus relates to the offering (the "Offering") and sale from time
to time of up to 6,859,406 shares (the "Shares") of Common Stock, par value $.01
per share (the "Common Stock"), of Lasertechnics, Inc., a Delaware corporation
("Lasertechnics" or the "Company"). Of the Shares being offered hereby, up to
6,000,000 shares are being offered by certain stockholders of the Company (the
"Selling Stockholders") from time to time upon and after conversion of the
Company's Series D Preferred Stock, par value $.01 per share (the "Series D
Preferred Stock"), and up to 859,406 shares are being offered by the Selling
Stockholders from time to time upon and after the exercise of certain
outstanding warrants (the "Warrants") granted by the Company. The Series D
Preferred Stock was issued in a private placement completed in July 1996 (the
"1996 Private Placement"). See "Recent Developments" and "The Offering." The
Warrants were issued to (i) certain designees of Swartz Investments, LLC (the
"Placement Agent") as compensation for assistance with the 1996 Private
Placement and certain other recent private offerings of the Company as
hereinafter described, (ii) certain providers of financial services as
compensation for assistance with the Company's offering of the 1995 Debentures
as hereinafter described and (iii) the principal of Redington, Inc.
("Redington"), the Company's investor relations firm, as compensation for the
provision of certain investor relations services. See "Risk Factors - Shares
Eligible for Future Sale; Convertible Securities and Warrants."
The Common Stock is currently traded over-the-counter on the Nasdaq
SmallCap Market under the symbol "LASX." See "Risk Factors - NASDAQ Listing" and
"Description of Capital Stock." On October 14, 1996, the average of the high and
low bid price for the Common Stock was $1.38, as reported on the Nasdaq SmallCap
Market. Neither the Series D Preferred Stock nor the Warrants are listed on any
trading market, and the Company has no intention of listing the Series D
Preferred Stock or Warrants for trading on any exchange or quotation system.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES OFFERED
HEREBY.
The Shares may be offered for sale and sold by the Selling Stockholders
from time to time in varying amounts (subject to certain restrictions described
under the caption "Selling Stockholders") on the Nasdaq SmallCap Market at then
prevailing prices or in private transactions at prices and on terms to be
determined at the time of sale. The Shares may be sold by the Selling
Stockholders directly or through agents designated from time to time or to or
through broker-dealers designated from time to time. See "Plan of Distribution."
To the extent required, the number of Shares to be sold, the purchase price, the
name of any agent or broker-dealer, and any applicable commissions, discounts or
other items constituting compensation to such agents or broker-dealers with
respect to a particular offering will be set forth in a supplement or
supplements to this Prospectus (each, a "Prospectus Supplement"). The aggregate
proceeds to the Selling Stockholders from the sale of the Shares so offered will
be the purchase price of the Shares sold less the aggregate underwriting
discounts and commissions and fees and expenses of counsel and accountants, if
any, paid by the Selling Stockholders. See "Selling Stockholders." The Company
knows of no selling arrangement between any agent or broker-dealer and the
Selling Stockholders. The Company will not receive any proceeds from the sale of
any of the Shares offered by the Selling Stockholders hereunder. However, the
Company will receive proceeds of approximately $1,926,259 in the event all of
the Warrants are exercised. See "Use of Proceeds."
The Selling Stockholders and any broker-dealers or agents that participate
with the Selling Stockholders in the distribution of any of the Shares may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), and any discount or commission received by them
and any profit on the resale of the Shares purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE 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 ______ __, 1996.
<PAGE>
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 and information statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy and information statements and other
information filed by the Company with the Commission can be inspected and
copied at the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
regional offices of the Commission located at Seven World Trade Center,
13th Floor, New York, New York 10048 and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be
obtained from the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Such reports, proxy and information statements and other
information can also be inspected at the offices of the Nasdaq Stock
Market, 1735 K Street, N.W., Washington, D.C. 20006. The Commission
maintains a Web site that contains reports, proxy and information
statements and other information regarding issuers that file electronically
with the Commission. The address of the Commission's Web site is
http://www.sec.gov.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act, with respect to the
Shares offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission.
For further information pertaining to the Shares and the Company, reference
is made to the Registration Statement. 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. Copies of the Registration Statement and the exhibits may be
inspected, without charge, at the offices of the Commission, or obtained at
prescribed rates from the Public Reference Section of the Commission at the
address set forth above.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 0-11933)
are incorporated by reference into this Prospectus: (i) the Company's
Annual Report on Form 10-KSB/A-3 for the year ended December 31, 1995; (ii)
the Company's Quarterly Report on Form 10-QSB/A for the quarter ended March
31, 1996; (iii) the Company's Quarterly Report on Form 10-QSB for the
quarter ended June 30, 1996; and (iv) the description of the Company's
Common Stock contained in the Company's registration statement on Form 8-A
filed on April 27, 1984 pursuant to Section 12(b) of the Exchange Act,
including any amendments or reports filed by the Company for the purpose of
updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the Shares hereunder shall
be deemed to be incorporated herein by reference and shall be a part hereof
from the date of filing of such documents.
Any statement contained in documents incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained in this Prospectus, or
in any other subsequently filed document which is also incorporated herein
by reference, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Prospectus except as so modified or superseded.
The Company hereby undertakes to provide without charge to each
person, including any beneficial owner, to whom a Prospectus is delivered,
upon written or oral request of any such person, a copy of any or all of
the documents incorporated by reference herein, other than exhibits to such
documents not specifically incorporated by reference. Requests for such
copies should be directed to the Company's Chief Financial Officer, 3208
Commander Drive, Carrollton, Texas 75006, whose telephone number is (214)
407-6080.
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<PAGE>
RISK FACTORS
PRIOR TO MAKING AN INVESTMENT DECISION, PROSPECTIVE PURCHASERS OF THE
SHARES SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN ADDITION TO
THE OTHER INFORMATION AND FINANCIAL DATA PRESENTED IN THIS PROSPECTUS OR
INCORPORATED BY REFERENCE HEREIN:
ACCUMULATED LOSSES
From its incorporation in 1981 through June 30, 1996, Lasertechnics
has an accumulated loss of $44,560,521 and has been profitable in only one
fiscal year during that time. There can be no assurance that the Company
will generate sufficient revenues to achieve profitability in the future.
AUDITORS' REPORT
The Company's auditors have included an explanatory paragraph in their
report with respect to the Company's 1995 financial statements related to a
significant uncertainty with respect to the Company's financial position at
December 31, 1995, which states that the Company's recurring losses from
operations and resulting continued dependence on access to external
financing together with its default on its capital lease obligation raise
substantial doubts about its ability to continue as a going concern. Since
December 31, 1995, the Company has arranged an aggregate of $13.8 million
in additional financing. Although there can be no assurance that the
Company will achieve profitability in the future and losses are expected to
continue, the Company believes that such $13.8 million will be sufficient
to satisfy its capital requirements for the remainder of the year.
Nonetheless, the Company will require substantial additional funds in the
future, and there can be no assurance that the Company's future financial
statements will not include a similar explanatory paragraph if the Company
is unable to raise sufficient funds either through financings or from
operations to cover the cost of its operations. The factors leading to and
the existence of the explanatory paragraph may adversely affect the
Company's relationship with customers and suppliers and have an adverse
effect on its ability to obtain financing.
LIQUIDITY AND CAPITAL REQUIREMENTS
The Company's future capital requirements will depend upon many
factors, including the extent and timing of the Company's products in the
market, the Company's operating results and the status of competitive
products. The Company anticipates that its existing capital resources and
revenues from operations will be adequate to satisfy its capital
requirements for the remainder of the year. The Company's actual working
capital needs will depend upon numerous factors, however, including the
cost of increasing the Company's sales and marketing activities and the
amount of revenues generated from its operations, none of which can be
predicted with certainty, and there can be no assurance that the Company
will not require additional funding prior to such date. If the Company's
losses continue, the Company may have to obtain sufficient funds to meet
its cash requirements through alliances or partnerships with compatible
entities with resources to support its programs, the sale of assets or
securities or other financing arrangements, or it will be required to
curtail its programs or seek a merger partner. Any additional funding may
be on terms which are unfavorable to the Company or disadvantageous to
existing security holders. In addition, no assurance may be given that the
Company will be successful in raising additional funds or entering into
business alliances.
SMALL TRADING VOLUME AND VOLATILITY OF STOCK PRICE
The weekly trading volume of the Company's Common Stock in the over-
the-counter market has varied from several thousand shares to 3 or 4
million shares, which may tend to increase the volatility of the price.
Since January 1993, the bid price of Common Stock in the over-the-counter
market has varied from a low of $.91 to a high of $4.06 per share. There
can be no assurance that the price volatility will not continue in the
future.
PROPRIETARY TECHNOLOGY
Lasertechnics relies on a combination of patents, trade secrets and
other intellectual property law rights, nondisclosure agreements and other
protective measures to preserve its rights pertaining to its products. Much
of Lasertechnics' ability to compete in the laser marking and imaging
industries depends on trade secrets, know-how and proprietary technical
knowledge that is unprotected by patents. Although the Company continues to
implement
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protective measures and intends to defend its proprietary rights
vigorously, there can be no assurance that these efforts will be
successful. Such protections may not preclude competitors from developing
products similar to the Company's. In addition, the laws of certain foreign
countries do not protect intellectual property rights to the same extent as
do the laws of the United States.
There can also be no assurance that third parties will not assert
intellectual property infringement claims against the Company. Any such
infringement claim could result in protracted and costly litigation and
could have a material adverse effect on the Company's results of operations
regardless of its outcome.
TECHNOLOGICAL OBSOLESCENCE
The laser and imaging industries are undergoing, and are expected to
continue to undergo, rapid and significant technological change. There can
be no assurance that Lasertechnics' research and development programs will
enable it to compete effectively in the future. The development by others
of new or improved processes or products may make Lasertechnics' research
and its products obsolete.
COMPETITION
The imaging and laser marking industries are highly competitive in all
aspects, including research and development and marketing. Many of
Lasertechnics' competitors have considerably greater financial, technical
and marketing resources than Lasertechnics. The Company's laser marking
business faces competition not only from other laser marking companies, but
from several other marking technologies in widespread use such as ink jet
(currently the dominant technology in the packaging industry), embossing
and hot stamping.
DEPENDENCE ON KEY EMPLOYEES AND CONSULTANTS
Because of the specialized nature of its businesses, Lasertechnics is
dependent upon the efforts of its current officers, consultants and
scientists and upon its ability to attract and retain technologically
qualified personnel, particularly scientists and software designers highly
qualified in the areas of laser and imaging technology. There is intense
competition for qualified personnel in the laser and imaging industries,
including competition from companies with substantially greater resources
than Lasertechnics. Although the Company has been successful to date in
recruiting adequate numbers of qualified personnel, there is no assurance
that Lasertechnics will be successful in the future in recruiting or
retaining personnel of the requisite scientific caliber or in the requisite
numbers to enable Lasertechnics to compete effectively.
DEPENDENCE ON SUPPLIERS
The Company acquires all of its plastic card printers from a single
source. Although to date the Company has generally been able to obtain
adequate supplies of these products, the inability of the Company in the
future to obtain sufficient sole or limited source products, or to develop
alternative sources, could result in delays in product introductions or
shipments and could have material adverse effects on the Company's results
of operations.
DEPENDENCE ON CUSTOMERS
A substantial portion of the revenues in 1996 for the Company's
subsidiary, Sandia Imaging Systems Corporation, will be derived from two
contracts awarded during the first quarter of 1996. The loss of or the
inability to profitably complete either of these two contracts could have
material adverse effects on the Company's results of operations.
NASDAQ LISTING
Lasertechnics' Common Stock is listed on the NASDAQ SmallCap Market
which requires a minimum stockholders' equity of $1 million and tangible
assets of $2 million for continued listing. Because Lasertechnics'
stockholders' equity fell below this limit at September 30, 1995, NASDAQ
temporarily put the Company's stock on a conditional listing until a new
minimum of $2,450,000 in equity was met on December 30, 1995. This was
accomplished through the conversion of an aggregate of $1,045,342 of
convertible subordinated debentures of the Company and the issuance of
Series C Convertible Preferred Stock. See "Description of Capital Stock -
Series C Preferred Stock." On January 2, 1996, NASDAQ removed the
conditional listing and lowered the stockholders' equity requirement to $1
million. While
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management believes that in the event of future losses the Company will be
able to obtain additional equity financing to preserve such listing, there
can be no assurance that the Company will be able to do so.
In the event the Common Stock were delisted from NASDAQ, trading, if
any, would be conducted in the over-the-counter market on the NASD's
electronic bulletin board, in what are commonly referred to as the pink
sheets. As a result, an investor may find it more difficult to dispose of,
or to obtain accurate quotations as to the price of, the Company's
securities. In addition, the Common Stock would be subject to rules
promulgated under the Exchange Act applicable to penny stocks. The
Commission has adopted regulations that generally define a "penny stock" to
be an equity security that has a market price (as defined) or exercise
price of less that $5.00 per share, subject to certain exceptions. By
virtue of being listed on NASDAQ, the Company's Common Stock will be exempt
from the definition of "penny stock." If, however, the Common Stock is
removed from NASDAQ, the Company's securities may become subject to the
penny stock rules that impose additional sales practice requirements on
broker-dealers who sell penny stocks to persons other than established
customers and accredited investors. Consequently, the penny stock rules may
affect the ability of broker-dealers to sell the Company's securities and
may affect the ability of purchasers in the offering to sell their
securities in the secondary market.
SHARES ELIGIBLE FOR FUTURE SALE; CONVERTIBLE SECURITIES AND WARRANTS
Future sales of Common Stock in the public market by existing
stockholders, warrantholders and holders of convertible securities after
this offering could adversely affect the market price of Lasertechnics'
Common Stock. As of August 15, 1996, an aggregate of 24,080,681 shares of
Common Stock will be freely tradeable without restriction under the
Securities Act. In addition, up to 9,116,207 shares will be eligible for
resale in accordance with the manner of sale and volume limitations of Rule
144 promulgated under the Securities Act.
Lasertechnics has reserved approximately 13.2 million shares of Common
Stock for issuance upon the exercise of outstanding convertible securities
and warrants. Lasertechnics has also reserved 1.15 million shares of Common
Stock for issuance to key employees, officers, directors and consultants
pursuant to the Company's benefit plans. The Company's 10% Subordinated
Convertible Debentures due October 2, 1998 (the "1995 Debentures"), the
Company's 10% Subordinated Convertible Debentures due March 1, 1999 (the
"1996 Debentures" and, with the 1995 Debentures, the "Debentures"), in the
aggregate principal amount of $12.5 million, and the Company's Series D
Preferred Stock, with an aggregate stated value of $8.35 million, became or
will become convertible into Common Stock at various times during 1995 and
1996. Subject to certain exceptions, the conversion price for the 1995
Debentures is equal to the lesser of (i) $2.34 and (ii) a variable
conversion rate equal to the average closing bid price for the Common Stock
for the five trading days prior to conversion (the "Variable Conversion
Rate"). The conversion price for the 1996 Debentures is equal to the lesser
of (i) $2.00 and (ii) the Variable Conversion Rate. The conversion price
for the Series D Preferred Stock is equal to the lesser of (i) $2.14 and
(ii) the average closing bid price of the Common Stock for the 10 trading
days prior to the conversion date multiplied by a percentage which declines
from 90% to 85% over a 180 day period. These variable conversion rates for
the Debentures and the Series D Preferred Stock could result in substantial
dilution to the existing stockholders of the Company if the trading price
of the Company's Common Stock declines. This potential dilution may also
adversely affect the Company's ability to raise additional financing on
favorable terms in the future. In addition, because the conversion prices
are variable, Lasertechnics is unable to determine whether the number of
shares it has reserved or its remaining authorized shares of Common Stock
will be sufficient to satisfy all future requirements for the issuance of
Common Shares upon conversion of the Debentures and Series D Preferred
Stock. The governing instruments for both the Series D Preferred Stock and
the 1996 Debentures include substantial penalties in the event that the
Company has insufficient authorized or reserved shares to satisfy the
conversion requirements of the Series D Preferred Stock or the 1996
Debentures.
CONCENTRATION OF SHARE OWNERSHIP
Based upon shares outstanding at July 31, 1996, the Company's officers
and directors and their affiliates as a group will beneficially own
approximately 44.6% of the Company's outstanding Common Stock. As a result,
should these stockholders vote together, they will be able to exercise
significant influence over all matters requiring stockholder approval,
including the election of directors and the approval of significant
corporate transactions.
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CAPITAL LEASE OBLIGATION IN DEFAULT
In 1983, the City of Albuquerque issued 8% tax-exempt industrial
development revenue bonds in connection with a long-term 25-year capital
lease of the Company's Albuquerque facility. The principal amount
outstanding as of June 30, 1996 was $1,052,643. Pursuant to its agreement
with the City of Albuquerque, Lasertechnics is required to maintain a
current ratio of at least 1 to 1 and a debt to equity ratio of not more
than 3 to 1. At June 30, 1996, Lasertechnics' current ratio was 1.60 to 1
(excluding the capital lease obligations in default) and its debt to equity
ratio was 5.08 to 1. The Company has a prepayment agreement with the
bondholder whereby the bondholder agreed to waive its right to call the
bond for redemption through April 1, 1998 provided that the lessee pays the
base prepayment and an additional prepayment amount of $8,000 per month on
a timely basis. However, the Company is in the process of arranging new
long-term financing for this real estate and expects to obtain it by the
end of 1996. There can be no assurance that the Company will be able to do
so. Failure to obtain such financing could force the Company to relocate
its facilities and experience the associated disruption of business.
THE COMPANY
Lasertechnics, a Delaware corporation, was formed in October 1981. In
early 1995, the Company became a holding company with two independent
operating units, Sandia Imaging Systems Corporation ("Sandia") and
Lasertechnics Marking Corporation ("LMC"), both Delaware corporations. Each
of Sandia and LMC is run by separate management teams, produces different
products and serves different markets. Lasertechnics' wholly-owned inactive
subsidiary, Quantrad Corporation is in the process of dissolution.
Sandia, formed in August 1993 and based in Carrollton, Texas,
distributes, integrates and sells multi-station and mono-station card
printers and computer software systems for identification cards. Sandia has
awarded options to directors and employees, that, if and when vested and
exercised, will reduce the Company's ownership to approximately 85%. Sandia
has a wholly owned French subsidiary, Sandia Imaging Systems Europe, S.A.
("Sandia EUR"). Printis S.A.R.L., a wholly owned subsidiary of Sandia EUR,
was merged into Sandia EUR in June 1995.
LMC, which is based in Albuquerque, New Mexico and is comprised of the
Company's original marking business, designs, manufactures and sells laser
marking systems for use in marking a variety of products and containers.
The Company expects to hold over 80% of the equity of LMC after granting
its management the ability to own a significant stake in its business, as
has been granted to management of Sandia. In the first quarter of 1996, LMC
introduced a new product line, the BlazerJet Inkless Ink JetTM system,
which addresses a growing worldwide market need for more programmability
and portability while providing marking quality and operating performance
superior to inkjets of similar capacity.
The Company's principal offices are located at 3208 Commander Drive,
Carrollton, Texas 75006, and its telephone number is (214) 407-6080.
RECENT DEVELOPMENTS
In July 1996, the Company raised $8.35 million in cash from the sale
of 835 shares of Series D Preferred Stock at a price of $10,000 per share.
These shares are convertible into Common Stock in increments of up to 1/3
at a variable conversion rate. See "The Offering." Series D Preferred Stock
stockholders do not receive dividends, but there is an 8% per annum
accretion rate prior to conversion which is payable in Common Stock upon
conversion or redemption at the conversion or redemption price then in
effect. All shares of Series D Preferred Stock outstanding on August 2,
1999 are subject to automatic conversion at the conversion rate then in
effect.
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THE OFFERING
The Company is registering 6,859,406 shares of Common Stock on behalf
of the Selling Stockholders pursuant to the terms of (i) the Registration
Rights Agreement executed in connection with the 1996 Private Placement,
(ii) the Engagement Agreement executed by Redington and the Company
relating to the provision of certain investor relations services by
Redington to the Company and (iii) the Compensation Memorandum executed in
connection with the provision of certain financial services to the Company
related to the Offering of the 1995 Debentures. Up to 6,000,000 shares of
the Common Stock are issuable to the Selling Stockholders upon the
conversion of shares of Series D Preferred Stock which were acquired in the
1996 Private Placement. The exact number of shares to be issued to the
Selling Stockholders cannot be determined at this time. The Series D
Preferred Stock is convertible into Common Stock in increments of up to 1/3
at a variable conversion rate (the "Preferred Conversion Rate") equal to
the lesser of (i) $2.14 per Share and (ii) (A) the average closing bid
price of the Common Stock for the 10 trading days prior to the conversion
date multiplied by (B) a percentage which is 90% from October 1, 1996 to
November 29, 1996, 87.5% from November 30, 1996 to January 28, 1997 and 85%
thereafter. Prior to conversion, the Series D Preferred Stock is subject to
an 8% per annum accretion rate (the "Series D Premium"). The number of
shares of Common Stock being registered will be sufficient to permit resale
of all shares issuable upon conversion of the Series D Preferred if the
average Preferred Conversion Rate is equal to or greater than $1.43 (the
"Minimum Conversion Price")./1/ If the Preferred Conversion Rate is less
than $1.43, the Company will be obligated to register additional Shares for
resale by the Selling Stockholders.
The Company is also registering 859,406 shares of Common Stock for
resale upon the exercise of outstanding Common Stock Purchase Warrants
issued to (i) certain designees of the Placement Agent as compensation for
assistance with the 1996 Private Placement and with the offerings relating
to the 1995 Debentures and the 1996 Debentures (collectively, the "Private
Offerings"), (ii) certain providers of financial services as compensation
for assistance with the Company's offering of the 1995 Debentures and (iii)
the principal of Redington as compensation for the provision of certain
investor relations services. The Warrants are exercisable for shares of
Common Stock as follows: (i) 221,867 Warrants at $2.87 per share; (ii)
75,000 Warrants at $2.50 per share; (iii) 192,500 Warrants at $2.20 per
share; (iv) 195,039 Warrants at $2.1406 per share; (v) 25,000 Warrants at
$2.00 per share; (vi) 100,000 Warrants at $1.50 per share; and (vii) 50,000
Warrants at $1.22 per share.
The number of shares of Common Stock outstanding prior to the
Offering, the number of shares of Common Stock being offered by the holders
of the Series D Preferred Stock, the number of shares of Common Stock being
offered by the holders of the Warrants and the number of shares of Common
Stock outstanding after the Offering are as follows:
<TABLE>
<S> <C> <C>
Common Stock Outstanding Before the Offering/2/ 34,256,352 shares
Common Stock Offered by Holders of the Warrants/3/ up to 859,406 shares
Common Stock Offered by Holders of the Series D Preferred Stock/4/ up to 6,000,000 shares
Common Stock Outstanding After the Offering up to 41,115,758 shares
</TABLE>
_______________________________
/1/ The Minimum Conversion Price of $1.43 was calculated based on the
assumption that all shares of Series D Preferred Stock will be converted
into shares of Common Stock in the maximum amounts and on the earliest
dates possible. If less than 1/2 of the Series D Preferred Stock is
converted on each of October 1, 1996, November 30, 1996 and January 29,
1997, or if any shares of the Series D Preferred Stock remain outstanding
after January 29, 1997, then, due to the Series D Premium, the Minimum
Conversion Price will increase.
/2/As of October 14, 1996.
/3/Assumes exercise in full of the outstanding Warrants.
/4/Assumes an average Preferred Conversion Rate of $1.43.
7
<PAGE>
USE OF PROCEEDS
The Company will not receive any of the proceeds from any resales of
the Shares by the Selling Stockholders pursuant to this Prospectus. The
Company may, in the future, receive proceeds from the sale of Shares
issuable upon exercise of the Warrants but only if the Warrants are
exercised and then only in an amount equal to the exercise price thereof
multiplied by the number of Warrants exercised. The Company expects to use
any such proceeds, which may total up to $1,926,259 if all of the Warrants
are exercised, for working capital and general corporate purposes. As of
October 14, 1996, the average high and low bid price of one share of Common
Stock was $1.38.
SELLING STOCKHOLDERS
The Series D Preferred Stock was initially issued and sold to Selling
Stockholders in July 1996, through the 1996 Private Placement. The Selling
Stockholders acquired the Series D Preferred Stock in transactions
complying with Regulation D under the Securities Act. Up to 6,000,000 of
the Shares will be acquired by the Selling Stockholders from time to time
upon conversion of the Series D Preferred Stock. The Warrants were
initially issued (i) to certain designees of the Placement Agent as
compensation for assistance with the Private Offerings, (ii) certain
providers of financial services as compensation for assistance with the
Company's offering of the 1995 Debentures and (iii) the principal of
Redington as compensation for the provision of certain investor relations
services.
Except as otherwise indicated, the tables below set forth certain
information with respect to the Selling Stockholders and the Shares as of
October 14, 1996. The term Selling Stockholders includes the beneficial
owners of the Shares listed below and their transferees, pledgees, donees
or other successors. Other than as a result of the ownership of Shares
indicated below, unless otherwise indicated, none of the Selling
Stockholders has had any material relationship with the Company or any of
its affiliates within the past three years.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
SELLING STOCKHOLDERS HOLDING SERIES D PREFERRED STOCK
----------------------------------------------------------------------------------------------------------------------
SHARES OF COMMON
SHARES OF STOCK BENEFICIALLY
COMMON STATED VALUE OWNED AFTER THE
STOCK OF SERIES D NUMBER OF SHARES OF OFFERINGS(5)
BENEFICIALLY PREFERRED STOCK THAT STOCK THAT MAY BE SOLD PERCENTAGE
NAME OF SHAREHOLDER OWNED(1)(2) MAY BE CONVERTED(3) IN THE OFFERING(4) NUMBER OF CLASS
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Ace Foundation, Inc. 0 $ 250,000 174,825 0 *
AG Super Fund
International Partners, 15,000(7) $ 150,000 104,895 15,000 *
L.P.(6)
American European Group 0 $ 700,000 489,510 0 *
Banque Scandinave En Suisse 300,853(8) $ 400,000 279,720 300,853 *
Clarion Capital Corporation 0 $ 150,000 104,895 0 *
Faisal Finance (Switzerland) SA 0 $ 250,000 174,825 0 *
GAM Arbitrage
Investments, Inc.(6) 65,539(9) $ 300,000 209,790 65,539 *
Global Bermuda, L.P. 0 $ 250,000 174,825 0 *
Gracechurch & Co. 0 $ 400,000 279,720 0 *
Lakeshore International, Ltd. 0 $ 250,000 174,825 0 *
Leonardo, L.P.(6) 389,475(10) $1,500,000 1,048,951 389,475 1.1%
Merced Partners, L.P. 0 $ 250,000 174,825 0 0
OTATO Limited Partnership(11) 20,000(12) $ 300,000 209,790 20,000 0
Queensway Financial
Holdings Ltd. 0 $ 150,000 104,895 0 0
Raphael, L.P. 59,532(13) $ 300,000 209,790 59,532 0
Richcourt $ Strategies, 0 $ 350,000 244,755 0 0
The Matthew Fund N.V.(14) 0 $ 350,000 244,755 0 0
The Kaufman Fund, Inc. 0 $1,500,000 1,048,951 0 0
The Tail Wind Fund Ltd. 0 $ 350,000 244,755 0 0
Triage Capital Management
L.P.(11) 0 $ 200,000 139,860 0 0
----------------------------------------------------------------------------------------------------------------------
TOTAL $8,350,000 5,839,157(15)
----------------------------------------------------------------------------------------------------------------------
</TABLE>
* Less than one percent.
(1) Excluding shares of Common Stock which may be acquired upon conversion
of the Series D Preferred Stock.
(2) Assumes conversion of all 1996 Debentures outstanding as of
October 14,1996 at a conversion price of $1.3175.
(3) Based solely on $10,000 price per share of Series D Preferred Stock,
without giving effect to any Series D Premium accrued to date.
(4) Assumes conversion of the Series D Preferred Stock into Common Stock
at a conversion rate of $1.43 per share. If the conversion rate is
less than $1.43 per share, the number of shares of Common Stock to be
sold by the Selling Stockholders is subject to increase.
(5) Assumes sale of all Shares received upon conversion of the Series D
Preferred Stock.
(6) Angelo, Gordon & Co., L.P. is a general partner of the following
entities: (i) AG Super Fund International Partners, L.P.; (ii)
Leonardo, L.P.; and (iii) Raphael, L.P., and acts as investment
adviser to GAM Arbitrage Investments, Inc. (each an "AG Entity" and,
collectively, the "AG Entities"). As a general partner of or
investment adviser to each of the AG Entities, Angelo, Gordon & Co.,
L.P. has sole or shared power to dispose or to direct the disposition
of the securities of the Company held by each of the AG Entities and
may be deemed to be the beneficial owner of such securities. AG
Partners, L.P. is the sole General Partner of Angelo, Gordon & Co.,
L.P. John M. Angelo and Michael L. Gordon are each a General Partner
of AG Partners, L.P. and are the Chief Executive Officer and Chief
Operating Officer, respectively, of Angelo, Gordon & Co., L.P.
(7) Includes 15,000 shares of Common Stock which may be acquired upon
exercise of certain warrants of the Company.
(8) Includes 240,853 shares of Common Stock which will be acquired upon
conversion of certain of the Company's 1996 Debentures and 60,000
shares of Common Stock which may be acquired upon exercise of certain
warrants of the Company. As a result of acting as investment adviser
to Banque Scandinave En Suisse ("Suisse"), Kernco Trust SA ("Kernco")
has sole or shared power to dispose or to direct the disposition of
the securities of the Company held by Suisse and may be deemed to be
the beneficial owner of such securities. Kernco disclaims such
beneficial ownership.
(9) Includes 45,539 shares of Common Stock which were acquired upon
conversion of certain of the Company's 1996 Debentures and 20,000
shares of Common Stock which may be acquired upon exercise of certain
warrants of the Company.
(10) Includes 284,475 shares of Common Stock which were acquired upon
conversion of certain of the Company's 1996 Debentures and 105,000
shares of Common Stock which may be acquired upon exercise of certain
warrants of the Company.
(11) OTA L.P. holds a 98.7% limited partnership interest in OTATO Limited
Partnership ("OTATO") and a 10% limited partnership interest in Triage
Capital Management, L.P. ("Triage") and, as a result, OTATO and Triage
may be deemed to be affiliates. OTA Partners is the General Partner of
and holds an 80% partnership interest in OTA L.P. OTA Partners is
controlled by seven S Corporations, each of which is controlled by the
following seven individuals, respectively: Thomas Bartlett; Ravi
Banerjee; Feliks Frenkel; Leonid Frenkel; Kevin Heneghan; Richard
Jaffe and Ira Leventhal (collectively, the "S Corporation
Individuals"). OTA II, Inc., an S Corporation, is the general partner
of Triage and is controlled by the S Corporation Individuals. OTA
Grand Cayman, a C Corporation, is the general partner of OTATO and is
controlled by the S Corporation Individuals. Each of OTA L.P., OTA
Partners, the seven S Corporations and the S Corporation Individuals
has sole or shared power to dispose or to direct the disposition of
the securities of the Company held by each of OTATO and Triage,
respectively, and may be deemed to be the beneficial owner of such
securities. Each of OTA L.P., OTA Partners, the seven S Corporation
and the seven S Corporation Individuals disclaim such beneficial
ownership.
(12) Includes 20,000 shares of Common Stock which may be acquired upon
exercise of certain warrants of the Company.
(13) Includes 49,532 shares of Common Stock which were aquired upon
conversion of certain of the Company's 1996 Debentures and 10,000
shares of Common Stock which may be acquired upon exercise of certain
warrants of the Company.
(14) The Mathew Fund N.V. is advised by Swartz Advisory, L.L.C., an
affiliate of Swartz Investments, LLC, the Placement Agent.
(15) Does not reflect additional shares issuable due to the aggregate value
of the Series D Premium.
8
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
SELLING STOCKHOLDERS HOLDING WARRANTS
--------------------------------------------------------------------------------------------------------------------
SHARES OF COMMON STOCK
AGGREGATE BENEFICIALLY OWNED AFTER THE
NUMBER OF SHARES OF NUMBER OF OFFERING(2)
COMMON STOCK SHARES FOR WHICH
BENEFICIALLY WARRANTS MAY BE PERCENTAGE OF
NAME OF WARRANTHOLDER OWNED(1) EXERCISED NUMBER CLASS
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
GLENN A. ADAMS(3) 0 11,000 0 *
GLEN R. ARCHER(3) 0 13,000 0 *
DWIGHT B. BRONNUM(4) 0 6,000 0 *
LANCE T. BURY(5) 0 21,000 0 *
EMERALD FINANCIAL, INC.(6) 0 75,000 0 *
ENIGMA INVESTMENTS, LTD.(7) 0 12,299 0 *
P. BRADFORD HATHORN(3) 0 29,000 0 *
DAVIS C. HOLDEN(3) 0 6,000 0 *
ROBERT C. HOPKINS(4) 0 6,000 0 *
MICHAEL C. KENDRICK(8) 0 240,173 0 *
LEONARD J. KUBIK, JR.(6)(9) 0 75,000 0 *
CHARLES KRUSEN(7) 0 12,760 0 *
DAVID K. PETELER(10) 0 12,000 0 *
THOMAS REDINGTON(11) 0 75,000 0 *
PATRICK TEDESCO(6) 0 25,000 0 *
ERIC S. SWARTZ(8) 0 240,174 0 *
--------------------------------------------------------------------------------------------------------------------
TOTAL - 859,406 - -
--------------------------------------------------------------------------------------------------------------------
</TABLE>
* Less than one percent.
(1) Excluding shares of Common Stock which may be acquired upon exercise
of the Warrants.
(2) Assumes sale of all Shares received upon exercise of the Warrants.
(3) Employee of the Placement Agent.
(4) Principal of Dunwoody Brokerage Services, Inc. ("Dunwoody"). Dunwoody
is a principal of the Placement Agent.
(5) Former employee of the Placement Agent.
(6) Provider of financial services in connection with the Company's
offering of the 1995 Debentures.
(7) Sub-agent of the Placement Agent.
(8) Principal of the Placement Agent.
(9) President of Emerald Financial, Inc., a Selling Stockholder holding
Warrants.
(10) Independent counsel for the Placement Agent.
(11) Principal of Redington which provides certain investor relations
services to the Company.
Information concerning the Selling Stockholders may change from time
to time and any such changed information will be set forth a Prospectus
Supplement if and when necessary.
9
<PAGE>
PLAN OF DISTRIBUTION
The Shares may be offered for sale and sold by the Selling
Stockholders from time to time in varying amounts (subject to certain
restrictions described under the caption "Selling Stockholders"), on the
Nasdaq SmallCap Market at then prevailing prices or in private transactions
at prices and on terms to be determined at the time of sale. The Shares may
be sold by the Selling Stockholders directly or through agents designated
from time to time or to or through broker-dealers designated from time to
time. To the extent required, the number of Shares to be sold, the purchase
price, the name of any agent or broker-dealer, and any applicable
commissions, discounts or other items constituting compensation to such
agents or broker-dealers with respect to a particular offering will be set
forth in a Prospectus Supplement. The aggregate proceeds to the Selling
Stockholders from the sale of the Shares so offered will be the purchase
price of the Shares sold less the aggregate underwriting discounts and
commissions and fees and expenses of counsel and accountants, if any, paid
by the Selling Stockholders. See "Selling Stockholders." The Company knows
of no selling arrangement between any agent or broker-dealer and the
Selling Stockholders. The Company will not receive any proceeds from the
sale of any of the Shares offered by the Selling Stockholders hereunder.
However, the Company will receive proceeds of approximately $1,926,259 in
the event all of the Warrants are exercised. See "Use of Proceeds."
The Company has been advised that, as of the date hereof, the Selling
Stockholders have made no arrangement with any broker for the offering or
sale of the Shares. The Selling Stockholders and any broker-dealers or
agents that participate with the Selling Stockholders in the distribution
of any of the Shares may be deemed to be "underwriters" within the meaning
of the Securities Act, and any discount or commission received by them and
any profit on the resale of the Shares purchased by them may be deemed to
be underwriting discounts or commissions under the Securities Act.
To comply with the securities laws of certain jurisdictions, if
applicable, the Shares will be offered or sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
jurisdictions, the Shares may not be offered or sold unless they have been
registered or qualified for sale in such jurisdictions or unless an
exemption from such registration or qualification is available and is
complied with.
10
<PAGE>
The Company will use its reasonable best efforts to cause the
Registration Statement to become effective as promptly as is practicable
and to keep the Registration Statement effective for up to three years
after August 2, 1996, or until the Registration Statement is no longer
required for the transfer of the Shares. The Company is permitted to
suspend the use of the Prospectus if it determines, in its reasonable
business judgment, that this registration and offering could reasonably be
expected to interfere with or otherwise adversely affect any financing,
acquisition, corporate reorganization, or other material transaction or
development involving the Company or any of its affiliates or require the
Company to disclose matters that otherwise would not be required to be
disclosed at such time. The Company may then require the suspension of
resales of the Shares pursuant to this Prospectus by giving notice to the
holders of the Shares. Any such notice need not specify the reasons for
such suspension if the Company determines, in its reasonable business
judgment, that doing so could reasonably be expected to interfere with or
adversely affect such transaction or development or would result in the
disclosure of material non-public information. In the event that such
notice is given, then until the Company has determined, in its reasonable
business judgment, that this registration and offering would no longer
interfere with the matters described in the preceding sentence and has
given notice thereof to such holders of the Shares, the Company's
obligations with respect to registration will be suspended.
Selling Stockholders who sell Shares pursuant to the Registration
Statement will be required to deliver a Prospectus to purchasers of the
Shares. Expenses of preparing and filing the Registration Statement and all
post-effective amendments will be borne by the Company.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 56,750,000
shares of Common Stock, par value $.01 per share, 2,250,000 shares of Non-
Voting Common Stock, par value $.01 per share (the "Non-Voting Common
Stock") and 7,000,000 shares of Preferred Stock, par value $.01 per share
(the "Preferred Stock"). As of October 14, 1996, a total of 34,256,352
shares of Common Stock and 2,249,842 shares of Non-Voting Common Stock were
issued and outstanding. As of October 14, 1996, 2,919,559 shares of
Preferred Stock were issued and outstanding as follows: (i) 1,153,856
shares of Series A Convertible Preferred Stock (the "Series A Preferred
Stock"); (ii) 1,056,338 shares of Series B Convertible Preferred Stock (the
"Series B Preferred Stock); (iii) 708,530 shares of Series C Convertible
Preferred Stock (the "Series C Preferred Stock); and (iv) 835 shares of
Series D Preferred Stock. All outstanding shares of the Company's Common
Stock, Non-Voting Common Stock and Preferred Stock are fully paid and
nonassessable. Except for shares of Series D Preferred Stock, none of the
shares of Common Stock or Preferred Stock has preemptive rights. See
"Series D Preferred Stock" below. All shares of Common Stock to be received
by Selling Stockholders upon conversion of the Series D Preferred Stock and
exercise of the outstanding Warrants will be fully paid and nonassessable.
COMMON STOCK AND NON-VOTING COMMON STOCK
Each share of Common Stock entitles its holder to one vote on all
matters submitted to a vote of shareholders. Holders of Non-Voting Common
Stock do not have voting rights, except as otherwise provided in the
Company's Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), or as required by applicable law. Holders of Non-Voting
Common Stock are entitled to vote as a separate class on any amendment to
the Certificate of Incorporation that adversely affects the powers,
preferences or special rights of holders of Non-Voting Common Stock.
Holders of Non-Voting Common Stock are entitled to one vote per share for
matters on which such holders are entitled to vote. The Common Stock and
Non-Voting Common Stock are otherwise identical in all respects.
Regulated Stockholders (as defined in the Certificate of
Incorporation) are entitled to convert Common Stock into Non-Voting Common
Stock. Subject to certain conditions, all stockholders are entitled to
convert Non-Voting Common Stock into Common Stock. Upon conversion of
shares of the Common Stock or Non-Voting Common Stock, the shares of Common
Stock or Non-Voting Common Stock so converted will not be eligible for
reissuance except for reissuance in connection with the conversion of
shares of Common Stock or Non-Voting Common Stock held by Regulated
Stockholders.
The holders of Common Stock and Non-Voting Common Stock are entitled
to receive ratably such dividends, if any, as are declared by the Company's
Board of Directors out of funds legally available for that purpose. In the
event of the Company's liquidation, dissolution or winding up, the holders
of Common Stock and Non-Voting Common Stock would be entitled to share
ratably in all assets of the Company available for distribution to holders
of the Common Stock
11
<PAGE>
and Non-Voting Common Stock, subject to the preferential rights of holders, if
any, of shares of Preferred Stock. See "Preferred Stock" below.
The Company's Certificate of Incorporation provides that there can be no
stock dividend on, or stock split or combination of, either the Common Stock or
the Non-Voting Common Stock without a corresponding stock dividend on, or stock
split or combination of, the other class of such stock. For purposes of the
foregoing, if a dividend of shares of Common Stock were paid on the outstanding
shares of Common Stock, a corresponding dividend of shares of Non-Voting Common
Stock would be required to be paid on the shares of Non-Voting Common Stock.
PREFERRED STOCK
The Certificate of Incorporation authorizes the Company's Board of
Directors to issue shares of Preferred Stock, in one or more series and to fix
and state the designations, powers, preferences, qualifications, limitations,
restrictions and relative rights of the shares of each such series. The Board of
Directors may determine, without any vote or action by the holders of either
Common Stock or Non-Voting Common Stock, among other things, the payment and
rates of dividends, if any, whether dividends are to be cumulative or
noncumulative, whether the Preferred Stock is subject to redemption and, if so,
the manner of redemption and the redemption price, the preference of any series
of Preferred Stock over any other series of Preferred Stock or Common Stock or
Non-Voting Common Stock on liquidation or dissolution of the Company, any
sinking fund or other retirement provisions for the Preferred Stock and any
conversion or exchange rights or other privilege of the holders to acquire
shares of any other series of Preferred Stock or Common Stock or Non-Voting
Common Stock. The Board of Directors may also determine the number of shares in
each series, the voting rights of each series and the stated value for which the
Preferred Stock may be issued.
SERIES A PREFERRED STOCK. The Board of Directors has designated a maximum
of 1,500,000 shares of the Preferred Stock as Series A Convertible Preferred
Stock, $1.30 stated value per share. Each share of Series A Preferred Stock is
convertible at any time, at the option of the holder, into one share of Common
Stock, subject to anti-dilution adjustments. All shares of Series A Preferred
Stock are entitled to vote on matters brought before the Company's stockholders
as if such shares of Series A Preferred Stock had been converted into shares of
Common Stock, except upon matters as to which such shares of Series A Preferred
Stock are entitled by law to vote as a separate class.
Subject to the prior preferences and other rights of any class or series of
the Company's capital stock ("Senior Securities") ranking prior to the Series A
Preferred Stock, the holders of Series A Preferred Stock are entitled to receive
and, subject to any prohibition or restriction contained in any instrument
evidencing indebtedness of the Company, the Company will be obligated to pay
preferential cumulative cash dividends out of funds legally available therefor.
Dividends are payable quarterly and accrue cumulatively, whether or not such
dividends are declared or funds are legally or contractually available for
payment of dividends, at a variable rate per annum as follows: (i) 5% from
January 1, 1996 to March 31, 1996; (ii) 7 1/2% from April 1, 1996 through June
30, 1996; and (iii) 10% from July 1, 1996 and thereafter. Dividends are payable
in cash or in additional shares of Series A Preferred Stock, but since July 1,
1996, only holders of Series A Preferred Stock, rather than the Company, may
make such election. Any dividends paid in kind on the Series A Preferred Stock
are to be valued on the basis of the stated value of the Series A Preferred
Stock.
Upon dissolution, liquidation or winding up of the Company, holders of the
Series A Preferred Stock will be entitled, after payment of preferential amounts
on any Senior Securities, to receive from the assets of the Company available
for distribution to stockholders an amount in cash, per share, equal to the
stated value of such share and all accrued dividends attributable to such share
at the time of such dissolution, liquidation or winding up of the Company. The
Series A Preferred Stock ranks senior to the Common Stock and Non-Voting Common
Stock as to any such distributions.
The Series A Preferred Stock is subject to optional redemption at any time
by the Company, in whole or in part, at a redemption price per share equal to
the stated value of the shares of Series A Preferred Stock so redeemed and all
accrued dividends thereon. The Company's optional right of redemption is subject
to each Series A Preferred stockholder's right to convert such Series A
Preferred Stock into Common Stock within the 10 business days immediately
following the Company's notice of such redemption.
SERIES B PREFERRED STOCK. The Board of Directors has designated a maximum
of 1,500,000 shares of the Preferred Stock as Series B Convertible Preferred
Stock, $1.30 stated value per share. Each share of Series B Preferred Stock is
convertible at any time, at the option of the holder, into one share of Common
Stock, subject to anti-dilution adjustments. All shares of Series B Preferred
Stock are entitled to vote on matters brought before the Company's
12
<PAGE>
stockholders as if such shares of Series B Preferred Stock had been converted
into shares of Common Stock, except upon matters as to which such shares of
Series B Preferred Stock are entitled by law to vote as a separate class.
Subject to the prior preferences and other rights of any Senior Securities,
the holders of Series B Preferred Stock are entitled to receive and, subject to
any prohibition or restriction contained in any instrument evidencing
indebtedness of the Company, the Company will be obligated to pay preferential
cumulative cash dividends out of funds legally available therefor. Dividends are
payable quarterly and accrue cumulatively, whether or not such dividends are
declared or funds are legally or contractually available for payment of
dividends, at a variable rate per annum as follows: (i) 5% from January 1, 1996
to March 31, 1996; (ii) 7 1/2% from April 1, 1996 through June 30, 1996; and
(iii) 10% from July 1, 1996 and thereafter. Dividends are payable in cash or in
additional shares of Series B Preferred Stock, but since July 1, 1996, only
holders of Series B Preferred Stock, rather than the Company, may make such
election. Any dividends paid in kind on the Series B Preferred Stock are to be
valued on the basis of the stated value of the Series B Preferred Stock.
Upon dissolution, liquidation or winding up of the Company, holders of the
Series B Preferred Stock will be entitled, after payment of preferential amounts
on any Senior Securities, to receive from the assets of the Company available
for distribution to stockholders an amount in cash, per share, equal to the
stated value of such share and all accrued dividends attributable to such share
at the time of such dissolution, liquidation or winding up of the Company. The
Series B Preferred Stock ranks senior to the Common Stock and Non-Voting Common
Stock as to any such distributions.
The Series B Preferred Stock is subject to optional redemption at any time
by the Company, in whole or in part, at a redemption price per share equal to
the stated value of the shares of Series B Preferred Stock so redeemed and all
accrued dividends thereon. The Company's optional right of redemption is subject
to each Series B Preferred stockholder's right to convert such Series B
Preferred Stock into Common Stock within the 10 business days immediately
following the Company's notice of such redemption.
SERIES C PREFERRED STOCK. The Board of Directors has designated a maximum
of 1,500,000 shares of the Preferred Stock as Series C Convertible Preferred
Stock, $1.51 stated value per share. Each share of Series C Preferred Stock is
convertible at any time, at the option of the holder, into one share of Common
Stock, subject to anti-dilution adjustments. All shares of Series C Preferred
Stock are entitled to vote on matters brought before the Company's stockholders
as if such shares of Series C Preferred Stock had been converted into shares of
Common Stock, except upon matters as to which such shares of Series C Preferred
Stock are entitled by law to vote as a separate class.
Subject to the prior preferences and other rights of any Senior Securities
ranking prior to the Series C Preferred Stock, the holders of Series C Preferred
Stock are entitled to receive and, subject to any prohibition or restriction
contained in any instrument evidencing indebtedness of the Company, the Company
will be obligated to pay preferential cumulative cash dividends out of funds
legally available therefor. Dividends are payable quarterly and accrue
cumulatively, whether or not such dividends are declared or funds are legally or
contractually available for payment of dividends, at a rate of 10% per annum
commencing January 1, 1996. Dividends are payable in cash or in additional
shares of Series C Preferred Stock, but since October 1, 1996, only holders of
Series C Preferred Stock, rather than the Company, may make such election. Any
dividends paid in kind on the Series C Preferred Stock are to be valued on the
basis of the stated value of the Series C Preferred Stock.
Upon dissolution, liquidation or winding up of the Company, holders of the
Series C Preferred Stock will be entitled, after payment of preferential amounts
on any Senior Securities, to receive from the assets of the Company available
for distribution to stockholders an amount in cash, per share, equal to the
stated value of such share and all accrued dividends attributable to such share
at the time of such dissolution, liquidation or winding up of the Company. The
Series C Preferred Stock ranks senior to the Common Stock and Non-Voting Common
Stock as to any such distributions.
The Series C Preferred Stock is subject to optional redemption at any time
by the Company, in whole or in part, at a redemption price per share equal to
the stated value of the shares of Series C Preferred Stock so redeemed and all
accrued dividends thereon. The Company's optional right of redemption is subject
to each Series C Preferred stockholder's right to convert such Series C
Preferred Stock into Common Stock within the 10 business days immediately
following the Company's notice of such redemption.
13
<PAGE>
SERIES D PREFERRED STOCK. The Board of Directors has designated a maximum
of 850 shares of the Preferred Stock as Series D Preferred Stock. Each share of
Series D Preferred Stock is convertible at the option of the holder into Common
Stock at the Preferred Conversion Rate, subject to anti-dilution provisions. See
"The Offering." All shares of Series D Preferred Stock outstanding on August 2,
1999 are subject to automatic conversion at the Preferred Conversion Rate then
in effect. Upon the election of a holder of shares of Series D Preferred Stock
to convert such shares into Common Stock, the Company shall have the right to
redeem, rather than convert, such shares.
Holders of Series D Preferred Stock have preemptive rights from August 2,
1996 to January 29, 1997 (the "Preemptive Rights Period"). During the Preemptive
Rights Period, the Company may not, with certain exceptions, issue any debt or
equity securities for cash in private capital raising transactions ("Future
Offerings") without first providing the Selling Stockholders the option to
purchase the securities being so offered, on a pro rata basis based on the
proportion of each Selling Stockholder's participation in the 1996 Private
Placement. Future Offerings do not include, and Selling Stockholders are not
granted preemptive rights regarding, among other things, transactions involving
the issuance of securities in connection with (i) a merger, consolidation or
purchase or sale of assets, (ii) the exercise of existing or grant of additional
options under Company stock option or restricted stock plans by or to employees,
consultants or directors, (iii) the exercise or conversion of the Company's
options, warrants or other convertible securities outstanding as of June 30
1996, (iv) public offerings undertaken by the Company or (v) private offerings
to Wolfensohn Partners L.P. or its affiliates.
Holders of Series D Preferred Stock have no voting power whatsoever, except
as otherwise provided by the Delaware General Corporation Law, and no holder of
Series D Preferred Stock may vote or otherwise participate in any proceeding in
which actions are to be taken by the Company or the Company's stockholders or is
entitled to notification as to any meeting of the Company's Stockholders.
However, as long as shares of Series D Preferred Stock remain outstanding, the
Company is not permitted, without first obtaining approval of at least 75% of
the then outstanding shares of Series D Preferred Stock, to do any of the
following: (i) alter or change the rights, preferences or privileges of the
Series D Preferred Stock or any Senior Securities to adversely affect the Series
D Preferred Stock; (ii) create any new class or series of Common Stock or
Preferred Stock having a preference over the Series D Preferred Stock with
respect to distributions pursuant to the liquidation, dissolution or winding up
of the Company; or (iii) do any act or thing not authorized or contemplated by
the Series D Preferred Stock Certificate of Designation which would result in
taxation of the holders of shares of Series D Preferred Stock under Section 305
of the Internal Revenue Code of 1986, as amended.
The holders of Series D Preferred Stock are not entitled to receive any
dividends. However, prior to conversion, the Series D Preferred Stock accrues
the Series D Premium, which is payable in Common Stock upon conversion or
redemption at the Preferred Conversion Rate or Redemption Rate (as defined in
the Series D Preferred Stock Certificate of Designation) as then in effect.
Upon dissolution, liquidation or winding up of the Company, each holder of
Series D Preferred Stock will be entitled, after payment of preferential amounts
on any Senior Securities, to receive from the assets of the Company available
for distribution to stockholders an amount in cash, per share, equal to the sum
of (i) $10,000 per share of outstanding Series D Preferred Stock so held and
(ii) the Series D Premium that has accrued since August 2, 1996 (collectively,
the " Series D Stated Value"). The Series D Preferred Stock ranks senior to the
Common Stock and Non-Voting Common Stock as to any such distributions.
The Series D Preferred Stock is subject to optional redemption by the
Company at any time after August 3, 1997, in whole or in part, subject to a
minimum redemption of such Series D Preferred Stock having an aggregate Series D
Stated Value of at least $1,000,000. If the Company redeems any Series D
Preferred Stock it must do so at a redemption price per share equal to a
percentage ranging from 130% to 115% of the Series D Stated Value of the shares
of Series D Preferred Stock so redeemed, depending on the date of such
redemption. Any redemption of Series D Preferred Stock must give the holder of
such Series D Preferred Stock the same rate of return such holder would have
received had the holder converted his or her Series D Stock on the date of such
redemption. The Company's optional right of redemption is subject to each Series
D Preferred stockholder's right to convert such Series D Preferred Stock into
Common Stock within the 30 business days immediately following the Company's
notice of such redemption.
Any shares of Series D Preferred Stock that are converted or redeemed shall
be canceled and shall return to the status of authorized but unissued shares of
Preferred Stock of no designated series, and shall not be issuable by the
Company as Series D Preferred Stock.
14
<PAGE>
CHANGE OF CONTROL
The issuance of shares of Preferred Stock may have the effect of delaying,
deferring or preventing a change in control of the Company without further
action by the stockholders. The issuance of shares of Preferred Stock with
voting and conversion rights may adversely affect the voting power of the
holders of Common Stock and the Non-Voting Common Stock, including the loss of
voting control to others.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Company's Common Stock is American
Stock Transfer & Trust Company.
NASDAQ SMALLCAP LISTING
The Company's Common Stock is listed on the Nasdaq SmallCap Market under
the symbol LASX.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Ninth of the Company's Articles of Incorporation provides for the
indemnification of directors of the Company for certain acts and to the fullest
extent permitted by the Delaware General Corporation Law. Further, Article VI of
the Company's bylaws provides authority for the Company to indemnify a director,
officer, employee or agent of the Company who was or is a party to civil or
criminal proceedings by reason of his or her position, if such person acted in
good faith on behalf of the Company. Article VI also provides for
indemnification in derivative actions and in certain other cases and authorizes
the Company to purchase liability insurance on behalf of any past or present
officer or director of the Company.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer 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.
LEGAL MATTERS
Certain legal matters with respect to the Shares will be passed upon by
Baker & Botts, L.L.P., counsel of the Company.
EXPERTS
The consolidated financial statements and schedules of Lasertechnics, Inc.
and its subsidiaries as of December 31, 1995 and 1994, and for each of the years
in the three-year period ended December 31, 1995, have been incorporated by
reference herein and in the Registration Statement in reliance upon the reports
of KPMG Peat Marwick LLP, independent certified public accountants, incorporated
by reference herein, and upon the authority of said firm as experts in
accounting and auditing.
The reports of KPMG Peat Marwick LLP contain explanatory paragraphs that
state that the Company's recurring losses from operations and resulting
continued dependence upon access to additional external financing together with
the default on a capital lease obligation raise substantial doubt about its
ability to continue as a going concern. The consolidated financial statements
and consolidated financial statement schedule do not include any adjustments
that might result from the outcome of that uncertainty.
15
<PAGE>
================================================================================
No person has been authorized to give any information or to make any
representation other than those contained in this Prospectus or any Prospectus
Supplement in connection with the offering described herein and, if given or
made, such information or representation must not be relied upon as having been
authorized by the Company. Neither the delivery of this Prospectus or any
Prospectus Supplement nor any sale made hereunder shall, under any
circumstances, create an implication that the information contained or
incorporated by reference herein is correct as of any time subsequent to its
date or that there has been no change in the affairs of the Company since such
date. This Prospectus and any Prospectus Supplement do not constitute an offer
to sell or a solicitation of an offer to buy any securities other than those
specifically offered hereby or of any Securities offered hereby in any
jurisdiction in which such offer or solicitation is not authorized, or in which
the person making such offer or solicitation is not qualified to do so, or to
anyone to whom it is unlawful to make such offer or solicitation.
-----------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION .................................................... 2
INCORPORATION OF DOCUMENTS BY
REFERENCE ............................................................. 2
RISK FACTORS ............................................................. 3
THE COMPANY .............................................................. 6
RECENT DEVELOPMENTS ...................................................... 6
THE OFFERING ............................................................. 6
USE OF PROCEEDS .......................................................... 7
SELLING STOCKHOLDERS ..................................................... 7
PLAN OF DISTRIBUTION ..................................................... 11
DESCRIPTION OF CAPITAL STOCK ............................................. 11
INDEMNIFICATION OF DIRECTORS
AND OFFICERS ......................................................... 15
LEGAL MATTERS ............................................................ 16
EXPERTS .................................................................. 16
</TABLE>
================================================================================
================================================================================
LASERTECHNICS, INC.
6,859,406 Shares of
Common Stock
-----------------------------------------
PROSPECTUS
-----------------------------------------
October ___, 1996
================================================================================
16
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
All of the expenses in connection with the distribution of the Shares are
set forth below and will be borne by the Registrant.
<TABLE>
<S> <C>
Registration Fee .................................. $ 3,751
*Blue Sky and Expenses (including counsel fees) ... 2,000
*Legal Fees and Expenses .......................... 50,000
*Accounting Fees and Expenses ..................... 10,000
Additional Listing Fees ........................... 7,500
*Miscellaneous .................................... 15,000
-------
*Total ......................................... $ 88,251
</TABLE>
________________
*Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides, generally,
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation against all expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. A corporation may similarly indemnify such person for
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection with the defense or settlement of any action or suit by or
in the right of the corporation, provided such person acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and, in the case of claims, issues and matters as
to which such person shall have been adjudged liable to the corporation,
provided that a court shall have determined, upon application, that, despite the
adjudication of liability but in view of all of the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper.
Section 102(b)(7) of the Delaware General Corporation Law provides,
generally, that the certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision may not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation 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 Title 8 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. No
such provision may eliminate or limit the liability of a director for any act or
omission occurring prior to the date when such provision became effective.
Article NINTH of the Company's Restated Certificate of Incorporation
provides as follows:
A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law, (iii) under Section 174 of the Delaware General
Corporation Law, as the same exists or hereafter may be amended, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
Delaware General Corporation law hereafter is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the corporation, in addition to the limitation
II-1
<PAGE>
on personal liability provided herein, shall be limited to the fullest extent
permitted by the amended Delaware General Corporation Law. Any repeal or
modification of this Article by the stockholders of the corporation shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the corporation existing at the time of such repeal
or modification.
Article VI of the Company's Bylaws, "Indemnification of Directors and
Officers," provides as follows:
SECTION 1. General. The Corporation shall indemnify any person who was or
-------
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
---- ----------
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
SECTION 2. Derivative Actions. The Corporation shall indemnify any person
------------------
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the Court of Chancery of the State of Delaware or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
SECTION 3. Indemnification in Certain Cases. To the extent that a
--------------------------------
director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Sections 1 and 2 of this Article VI, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorney's
fees) actually and reasonably incurred by him in connection therewith.
SECTION 4. Procedure. Any indemnification under Sections 1 and 2 of this
---------
Article VI (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in such Sections 1 and 2.
Such determination shall be made (a) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding, or (b) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (c) by the stockholders.
SECTION 5. Advances for Expenses. Expenses incurred in defending a civil
---------------------
or criminal action, suit or proceeding may be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount unless
it shall be ultimately determined that he is entitled to be indemnified by the
Corporation as authorized in this Article VI.
SECTION 6. Rights Not-Exclusive. The indemnification provided by this
Article VI shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any law, by-law, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in
II-2
<PAGE>
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
SECTION 7. Insurance. The Corporation shall have power to purchase and
---------
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article VI.
SECTION 8. Definition of Corporation. For the purposes of this Article VI,
-------------------------
references to the "the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting or surviving
corporation so that any person who is or was a director, officer, employee or
agent of such a constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise shall stand in the same position under the provisions of this Article
VI with respect to the resulting or surviving corporation as he would if he had
served the resulting or surviving corporation in the same capacity.
The Company expects to execute indemnification agreements for each member
of the Board of Directors and for certain officers of the Company.
ITEM 16. EXHIBITS
4.1** Articles of Incorporation (incorporated by reference to Exhibit 3.1 to
the Company's Registration Statement on Form S-1 (No. 2-80946)).
4.2** First Amendment to Certificate of Incorporation dated June 6, 1986
(incorporated by reference to Exhibit 3.3 to the Company's Annual Report
on Form 10-KSB for the year ended December 31, 1987 (No. 0-11933)).
4.3** Second Amendment to Certificate of Incorporation dated May 27, 1987
(incorporated by reference to Exhibit 3.4 to the Company's Annual Report
on Form 10-KSB for the year ended December 31, 1987 (No. 0-11933)).
4.4** Third Amendment to Certificate of Incorporation dated November 11, 1994.
4.5** Fourth Amendment to Certificate of Incorporation dated July 28, 1995.
4.6** Fifth Amendment to Certificate of Incorporation dated June 17, 1996.
4.7** Certificate of Designation of Series A, B and C Preferred Stock dated
December 27, 1995.
4.8** Certificate of Designation of Series D Preferred Stock (incorporated by
reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-QSB
for the period ended June 30, 1996 (No. 0-11933)).
5.1* Opinion of Baker & Botts, L.L.P.
23.1* Consent of KPMG Peat Marwick LLP.
23.2* Consent of Baker & Botts, L.L.P. (included in Exhibit 5.1).
24.1** Power of Attorney.
24.2* Power of Attorney for Richard M. Clarke.
- -----------------------
* Filed herewith.
** Previously filed.
ITEM 17. UNDERTAKINGS
The undersigned small business issuer hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
II-3
<PAGE>
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information
in the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of the prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) Include any additional or changed material information on the
plan of distribution;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is incorporated by reference from periodic reports filed by the small
business issuer under the Exchange Act.
(2) For determining liability under the Securities Act, to treat each
post-effective amendment as a new registration statement of the securities
offered,and the offering of the securities at that time to be the initial bona
fide offering.
(3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the provisions described under Item 15 above, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the small business issuer of expenses incurred or paid by a director,
officer or controlling person of the small business issuer 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
small business issuer 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 of 1933 and will be governed by the
final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
small business issuer has duly caused this Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Carrollton, State of Texas, October 21, 1996.
LASERTECHNICS, INC.
/s/ E.A. Milo Mattorano
By:______________________________________
Name: E.A. Milo Mattorano
Title: Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons (which
persons constitute a majority of the Board of Directors) in the capacities and
on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
*
_________________________ Chairman of the Board and Director October 21, 1996
Richard C.E. Morgan (Principal Executive Officer)
*
_________________________ President and Chief Executive October 21, 1996
Jean-Pierre Arnaudo Officer of Sandia and Director
*
_________________________ President and Chief Executive October 21, 1996
Eugene A. Bourque Officer of LMC and Director
*
_________________________ Director October 21, 1996
Richard M. Clarke
*
_________________________ Director October 21, 1996
Paul J. Coleman, Jr.
*
_________________________ Director October 21, 1996
C. Seth Cunningham
*
_________________________ Director October 21, 1996
Alfred E. Paulekas
/s/ E.A. Milo Mattorano
_________________________ Principal Financial and October 21, 1996
E.A. Milo Mattorano Accounting Officer
*By: /s/ E.A. Milo Mattorano
__________________________
Name: E.A. Milo Mattorano
Title: Attorney-in-Fact
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
4.1** Articles of Incorporation (incorporated by reference to Exhibit 3.1 to
the Company's Registration Statement on Form S-1 (No. 2-80946)).
4.2** First Amendment to Certificate of Incorporation dated June 6, 1986
(incorporated by reference to Exhibit 3.3 to the Company's Annual Report
on Form 10-KSB for the year ended December 31, 1987 (No. 0-11933)).
4.3** Second Amendment to Certificate of Incorporation dated May 27, 1987
(incorporated by reference to Exhibit 3.4 to the Company's Annual Report
on Form 10-KSB for the year ended December 31, 1987 (No. 0-11933)).
4.4** Third Amendment to Certificate of Incorporation dated November 11, 1994.
4.5** Fourth Amendment to Certificate of Incorporation dated July 28, 1995.
4.6** Fifth Amendment to Certificate of Incorporation dated June 17, 1996.
4.7** Certificate of Designation of Series A, B and C Preferred Stock dated
December 27, 1995.
4.8** Certificate of Designation of Series D Preferred Stock (incorporated by
reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-QSB
for the period ended June 30, 1996 (No. 0-11933)).
5.1* Opinion of Baker & Botts, L.L.P.
23.1* Consent of KPMG Peat Marwick LLP.
23.2* Consent of Baker & Botts, L.L.P. (included in Exhibit 5.1).
24.1** Power of Attorney.
24.2* Power of Attorney for Richard M. Clarke.
- ----------------
* Filed herewith.
** Previously filed.
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF BAKER & BOTTS, L.L.P. APPEARS HERE]
October 21, 1996
Lasertechnics, Inc.
3208 Commander Drive
Carrollton, Texas 75006
Gentlemen:
You have requested our opinion with respect to the validity of up to
6,859,406 shares (the "Shares") of the Common Stock, par value $.01 per share
(the "Common Stock"), of Lasertechnics, Inc., a Delaware corporation (the
"Company"), being offered from time to time by certain stockholders of the
Company (the "Selling Stockholders") pursuant to a Registration Statement on
Form S-3 (Registration No. 333-10665) (the "Registration Statement") filed by
the Company with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended. Capitalized terms used herein without
definition have the respective meanings assigned to them in the Registration
Statement.
In our capacity as counsel to the Company in connection with the
registration and proposed sale of the Shares and as the basis for this opinion,
we have examined originals or copies certified or otherwise identified to us, of
certain documents, corporate records and other instruments, including the
following: (i) the Certificate of Incorporation of the Company, as amended to
date; (ii) the By-laws of the Company, as amended to date; (iii) certain
corporate records of the Company, including minutes of meetings of the Board of
Directors of the Company as furnished to us by representatives of the Company;
(iv) certificates of public officials and of representatives of the Company; and
(v) statutes and other instruments and documents pertaining to the Company. In
giving this opinion, we have relied upon certificates of public officials and
representatives of the Company with respect to the accuracy of the material
factual matters contained in such certificates.
Based upon our examination as aforesaid, and subject to the limitations and
qualifications hereinafter set forth, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing in
good standing under the laws of the State of Delaware.
2. The Shares to be offered by the Selling Stockholders as described in
the Registration Statement, when duly issued upon conversion and
cancellation of shares of Series D Preferred Stock or exercise of the
warrants to purchase Common Stock described in the Registration Statement,
will be duly authorized, validly issued, fully paid and non assessable.
<PAGE>
Lasertechnics, Inc. Page 2 October 21, 1996
The opinions set forth above are limited to matters governed by the General
Corporation Law of the State of Delaware as in effect on the date hereof.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the reference to the us beneath the
caption "Legal Matters" in the Prospectus forming a part of the Registration
Statement.
Very truly yours,
BAKER & BOTTS, L.L.P.
<PAGE>
EXHIBIT 23.1
Independent Auditors' Consent
-----------------------------
The Board of Directors
Lasertechnics, Inc.
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
Our reports dated March 8, 1996, except as to the last paragraph of note 12 and
note 19 which are as of March 15, 1996, on the consolidated financial statements
and consolidated financial statement schedule, contain explanatory paragraphs
that state that the Company's recurring losses from operations and resulting
continued dependence upon access to additional external financing together with
the default on a capital lease obligation raise substantial doubt about its
ability to continue as a going concern. The consolidated financial statements
and consolidated financial statement schedule do not include any adjustments
that might result from the outcome of that uncertainty.
KPMG PEAT MARWICK LLP
Albuquerque, New Mexico
October 17, 1996
<PAGE>
EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard C.E. Morgan, E.A. Milo Mattorano and
Ronald L. Bencke, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution and re-substitution for him and in his
name, place and stead, in any and all capacities, to sign and file (i) any and
all amendments (including post-effective amendments) to the Registration
Statement on Form S-3 (File No. 333-10665), as filed with the Securities and
Exchange Commission (the "Commission") on behalf of Lasertechnics, Inc., a
Delaware corporation, with all exhibits thereto, and other documents in
connection therewith, and (ii) a registration statement, and any and all
amendments thereto, relating to the offering covered thereby filed pursuant to
Rule 462(b) under the Securities Act of 1933, with the Commission, granting unto
said attorneys-in-fact and agents and each of them 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, to all intents and purposes and as fully as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or their substitutes may lawfully do or cause to be done by
virtue hereof.
Signature Title Date
- --------- ----- ----
/s/ Richard M. Clarke Director October 16, 1996
- ---------------------------------
Richard M. Clarke
