<PAGE>
As filed with the Securities and Exchange Commission on September
14, 1995.
Registration No. 33-61712
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ELXSI Corporation
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware
-------------------------------------------------------
(State of Incorporation)
77-0151523
-------------------------------------------------------
(I.R.S. Employer Identification No.)
4209 Vineland Road, Suite J-1
Orlando, Florida 32811
(407) 849-1090
-------------------------------------------------------
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
Alexander M. Milley
4209 Vineland Road, Suite J-1
Orlando, Florida 32811
(407) 849-1090
-------------------------------------------------------
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service of process)
Copy to:
Dechert Price & Rhoads
477 Madison Avenue
New York, New York 10022
Attention: Claude A. Baum, Esq.
=================================================================
Approximate date of commencement of proposed sale to the public:
From time to time after the Registration Statement becomes
effective as and when the securities being registered on this
form are sold.
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 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.
=================================================================
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.
=================================================================
The purpose of this Post-Effective Amendment No. 3 is to
update the Prospectus currently forming a part of the
Registration Statement No. 33-61712 in order to (among other
things): (i) reflect that certain of the "Selling
Securityholders" named in such Prospectus, holding shares of
Common Stock registered under such Registration Statement, have
sold such shares, and accordingly are no longer "Selling
Securityholders" hereunder, (ii) name certain of the persons and
entities who acquired certain of those shares as "Selling
Securityholders" in the updated Prospectus, and (iii) include
certain shares of Common Stock covered by the original
Registration Statement filing (filed with the Commission on April
27, 1993) that are held by persons and entities who were named as
"Selling Securityholders" in the preliminary prospectus forming
part of such filing. Such shares and holders were not included
in the definitive Prospectus forming part of such
Registration Statement.
=================================================================
PAGE
<PAGE>
P R O S P E C T U S
ELXSI CORPORATION
900,665 SHARES
OF
COMMON STOCK
($.001 par value)
________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
For a discussion of certain factors which should be considered in
connection with any purchase of the Shares, see "Risk Factors" at
pages 4-7.
__________________________
The 900,665 shares of Common Stock, par value $.001 per
share (the "Shares"), of ELXSI Corporation, a Delaware
corporation (the "Company"), covered by this Prospectus consist
of: (i) 781,903 outstanding Shares beneficially owned by Cadmus
Corporation, Continental Illinois Equity Corporation, David M.
Doolittle, Thomas R. Druggish, Eliot Kirkland L.L.C., ELX Limited
Partnership, Brian E. Kinsman, Kevin P. Lynch or Robert C. Shaw
(collectively, the "Selling Securityholders"), and (ii) 118,762
Shares not presently outstanding but issuable upon the exercise
of currently exercisable warrants held by Eliot Kirkland L.L.C.
See "Selling Securityholders" herein. The Company owns and
operates the Bickford's Family Restaurants and Cues. See "The
Company" herein. The Company's Common Stock (symbol: "ELXS") is
traded in the over-the-counter market and is quoted in the
National Market System of the National Association of Securities
Dealers, Inc. Automated Quotation System ("NASDAQ").
The Selling Securityholders have advised the Company that
they may offer Shares for sale from time to time in one or more
transactions (which may include "block" transactions), in the
over-the-counter market, in negotiated transactions or otherwise,
or a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices
(which may be changed). Selling Securityholders may effect such
transactions by selling the Shares to or through agents, brokers,
dealers or underwriters, who may receive compensation in the form
of underwriting discounts, concessions or commissions from the
Selling Securityholders and/or the purchasers of Shares for whom
they may act as agent. Selling Securityholders may also pledge
their Shares to banks, brokers or other institutions as security
for margin loans or other financial accommodations that may be
extended to such Selling Securityholders, and any such pledgee
institution may similarly offer, sell and effect transactions in
Shares. Each Selling Securityholder (and pledgee) reserves the
sole right to accept and, together with its agents from time to
time, to reject, in whole or in part, any proposed purchase of
Shares to be made directly or through agents.
As determined under Rule 13d-3 ("Rule 13d-3") under the
Securities Exchange Act of 1934, as amended, the Selling
Securityholders beneficially own in the aggregate 1,413,434
shares of Common Stock of the Company, or approximately 26.7% of
the outstanding shares of such class (calculated in accordance
with Rule 13d-3). If all the Shares were to be sold by the
Selling Securityholders to third parties, the Selling
Securityholders would beneficially own in the aggregate
approximately 9.1% of the outstanding shares of Common Stock
(calculated in accordance with Rule 13d-3). Those Selling
Securityholders that are identified herein as being entities
controlled by Alexander M. Milley, the Chairman, President and
Chief Executive Officer of the Company, have informed the Company
that it is their intent for the foreseeable future not to sell
any of their Shares, but rather to pledge some or all of their
Shares as security for margin loans the proceeds of which may be
used for (among other things) the purchase of additional shares
of Common Stock of the Company. Calculated in accordance with
Rule 13d-3, these Selling Securityholders beneficially own
754,139 of the 900,665 Shares covered by this Prospectus. See
"Selling Securityholders" and "Plan of Distribution --
Management"
herein.
To the extent required, the specific Shares to be sold, the
names of the Selling Securityholders thereof, the purchase price
and/or public offering price, the names of any agent, broker,
dealer or underwriter, and any applicable discount or commission
with respect thereto, will be set forth in an accompanying
Prospectus Supplement.
The Selling Securityholders, any pledgees of Shares and any
agents, brokers, dealers or underwriters that participate with
any of them in the distribution of the Shares may be deemed to be
"underwriters" under the Securities Act of 1933, as amended (the
"Securities Act"), and any discounts or commissions received by
them and any profit on the resale of the Shares by them, may be
deemed to be underwriting discounts or commissions under the
Securities Act.
In order to comply with certain states' securities or "blue
sky" laws, if applicable, the Shares will be sold in such
jurisdictions only through registered or licensed brokers or
dealers. In addition, in certain states the Shares may not be
sold unless the Shares have been registered or qualified for sale
in such states or an exemption from registration or qualification
is available and is complied with.
The Registration Statement of which this Prospectus forms a
part was first filed by the Company pursuant to registration
rights agreements with the Selling Securityholders. Such
agreements also provide for the Company to (i) pay certain
expenses incurred in connection with the offering hereunder,
other than underwriting discounts and commissions, and (ii)
indemnify the Selling Securityholders and any "underwriter"
within the meaning of the Securities Act against certain
liabilities, including liabilities under the Securities Act.
On September 11, 1995, the per share closing price of the
Company's Common Stock as quoted in the NASDAQ National Market
System was $6.625.
----------------------
September __, 1995
PAGE
<PAGE>
PROSPECTUS SUMMARY
Issuer . . . . . . . . . . . ELXSI Corporation, a Delaware
corporation (the "Company"). The
Company's principal businesses are
Bickford's Family Restaurants and
Cues, both divisions of the
Company's wholly-owned subsidiary,
ELXSI.
Shares Offered . . . . . . . Up to 900,665 shares of Common
Stock, par value $.001 per share,
beneficially owned by the Selling
Securityholders named herein
Common Stock outstanding . . 4,792,340 shares (at August 4,
1995)
Plan of Distribution . . . Selling Securityholders may:
- offer Shares for sale from time to
time in one or more transactions
(which may include "block"
transactions), in the
over-the-counter market, in
negotiated transactions or
otherwise, or a combination of such
methods of sale, at market prices
prevailing at the time of sale, at
prices related to such prevailing
market prices, at negotiated prices
or at fixed prices (which may be
changed),
- so act through agents, brokers,
dealers or underwriters, and/or
- pledge their Shares to banks,
brokers or other institutions as
security for margin loans or other
financial accommodations that may
be extended to such Selling
Securityholders, and any such
pledgee institution may similarly
offer, sell and effect transactions
in Shares.
Those Selling Securityholders that are
entities controlled by the Company's
Chairman, President and Chief Executive
Officer have informed the Company that
it is their intent for the foreseeable
future not to sell any of their Shares,
but rather to pledge some or all of
their Shares as security for margin
loans the proceeds of which may be used
for (among other things) the purchase of
additional shares of Common Stock of the
Company. These Selling Securityholders
beneficially own 754,139 Shares. See
"Selling Securityholders" and "Plan of
Distribution -- Management".
PAGE
<PAGE>
RISK FACTORS
Before purchasing the Shares offered hereby, a prospective
investor should consider the specific factors set forth below as
well as the other information set forth elsewhere in this
Prospectus.
Limited Liquidity
The Company's Common Stock has not actively traded for more
than the past five years and, therefore, purchasers of Shares
subsequently wishing to dispose of large amounts thereof may be
unable to do so in as short a period of time as desired and may
have to hold Shares for a significant period of time. The low
trading volume of the Common Stock may have the effect of
reducing the market price thereof from the level that may be
obtainable in a more liquid market. There can be no assurance
that the Common Stock will become more actively traded than at
present.
Lack of Dividends
The Company has not paid dividends on its Common Stock for
more than the past five years. The Company intends to reinvest
any earnings for use in its business and to finance future
growth. Accordingly, the Board of Directors does not anticipate
declaring any cash dividends in the foreseeable future.
Limitations on Net Operating Loss and Tax Credit Carryforwards
The Company had net operating loss carryforwards for federal
income tax purposes of approximately $226,000,000 at December 31,
1994, which expire between 1997 and 2005. To the extent
available, these carryforwards may be used by the Company to
offset income that would otherwise be subject to federal income
tax. At December 31, 1994 the Company also had investment tax
credit carryforwards of approximately $3,200,000, research and
development tax credit carryforwards of approximately $3,300,000
and minimum tax credit carryforwards of approximately $230,000.
To the extent available, these credits may be used by the Company
to offset federal income tax that would otherwise be payable.
The investment tax credit and research and development tax credit
carryforwards expire between 1997 and 2003 (while the minimum tax
credits have an unlimited carryforward period).
The Tax Reform Act of 1986 effected major changes in the
federal tax laws. The utilization of the Company's net operating
loss and tax credit carryforwards may be impaired or reduced
under certain circumstances. Cumulative stock ownership changes
of 50% or more over a three-year period may affect these
carryforwards and the timing of the utilization of such
carryforwards. If the sale of the Shares occurs in a manner that
would constitute an ownership change for purposes of Section 382
of the Internal Revenue Code of 1986, as amended, the Company's
ability to utilize its net operating loss carryforwards and
certain other tax attributes would be materially and adversely
affected.
Management Agreement Potential Conflicts of Interest
The Company is party to a Management Agreement with Cadmus
Corporation ("Cadmus"), under which Cadmus currently receives
$500,000 per annum in compensation. See "Certain Transactions --
Restructuring". The Management Agreement continues in force
until September 30, 1995, and thereafter until terminated by
either party with the approval of a majority of its Board of
Directors. Alexander M. Milley, Kevin P. Lynch and Robert C.
Shaw, three of the five members of the Company's Board of
Directors, are officers, directors and/or stockholders of Cadmus.
In addition, Mr. Lynch and Thomas R. Druggish -- both of whom are
executive officers of the Company who devote substantial portions
of their working time to its affairs and receive no salary from
the Company -- as well as Mr. Milley receive salary compensation
from Cadmus the funds for which are obtained by Cadmus from its
Management Agreement compensation. The Company believes that if
Cadmus became unable to compensate Messrs. Lynch, Druggish at
Milley at current levels for their services to the Company it
would become necessary for the Company to otherwise compensate or
further compensate these executive officers in order to retain
their services. The Company also believes that if Cadmus did not
provide other Management Agreement services to the Company, it
would become necessary for the Company to incur the expense of
obtaining such services from other sources. One may nevertheless
conclude that Messrs. Milley, Lynch, Shaw and Druggish may be
deemed to have a conflict of interest that would prevent them
from exercising independent judgment in considering, and making
determinations with respect to, matters that may arise under the
Management Agreement, including whether the Management Agreement
should be continued, terminated or amended in lieu of
termination.
Voting by Officers, Directors and Related Entities
The Company's directors, officers and other management
personnel, together with the entities who may be deemed to be
affiliates of such persons, currently own in the aggregate
approximately 21.7% of the outstanding shares of Common Stock of
the Company, and would own approximately 28.6% of such shares if
all options and warrants currently held by such persons and
entities were exercised. As a result, if such persons and
entities voted as a bloc with respect to any matter submitted to
the stockholders of the Company, including the election of
directors, their vote with respect to such matter could
significantly affect the outcome of the overall vote on such
matter.
BICKFORD'S FAMILY RESTAURANTS
Restaurant Industry Competition
The restaurant industry is highly competitive with respect
to price, service, location and food quality, and there are many
well-established competitors with greater financial and other
resources than Bickford's, including those with design and
operating concepts similar to those of Bickford's. There can be
no assurance that the Bickford's concept will not lose its appeal
as compared to other restaurant concepts or those that are
similar. The principal bases on which the Company's restaurants
compete are: restaurant location and atmosphere; quality and
price of its food products; and quality and speed of service.
The Company's restaurant business is also subject to the many and
varied factors beyond its control that affect any restaurant's
operating success, such as: prevailing consumer tastes; local,
regional and national economic conditions; demographic trends;
local traffic patterns; weather; employee availability; operating
costs; and the number, type and location of competing
restaurants. Changes in these factors can occur frequently and
in combination, and there can be no assurance that the Company
will be able to always anticipate and react to changes in these
factors in a manner that will avoid material adverse changes in
Bickford's operations.
Increases in Food Costs
Bickford's profitability is dependent, in part, on its
ability to anticipate and react to increases in food costs.
Various factors, including climatic changes in the grain-, meat-
and vegetable-producing areas of the country, may adversely
affect the Company's food costs. While in the past management
has been able to anticipate and react to increasing food costs
through its purchasing practices or menu price adjustments so as
to avoid any material adverse effect on Bickford's profitability,
there can be no assurance that it will be able to do so in the
future.
Operations Concentrated in New England
All of Bickford's restaurants are located in New England,
which in recent years has experienced significant economic
downturns and relatively high rates of unemployment. As a
result, Bickford's may be affected more by the adverse economic
conditions in New England than a restaurant company with sites in
many or different geographic areas. There can be no assurance
that the economic or employment conditions in New England will
improve, or that the Company will expand its restaurant
operations outside of New England.
Governmental Regulation
The restaurant business is subject to extensive state and
local government regulations, including those related to the sale
of food and alcoholic beverages. Any failure to retain necessary
food licenses could materially and adversely affect the
operations of the Bickford's restaurants. In addition,
restaurant operating costs are affected by increases in the
minimum hourly wage, unemployment tax rates, sales taxes and
similar matters, over which Bickford's has no control.
CUES
----
Competition, Open-Bid Contracts
Competition is intense in the industry in which Cues
operates. Approximately 60% of Cues's customers are municipal
governments, authorities and agencies, which award contracts
through an open-bid process in which, generally speaking, the
winning bidder is the provider offering the lowest-price product
that satisfies the customer's specifications. However, whether
or not a particular bid meets a given set of specifications is
often subject to interpretation, and in many cases it can be
crucial to Cues's ability to successfully bid on a contract that
it help the responsible officials to assess their relevant needs
and to determine the product specifications that can meet those
needs, in advance of the time that a contract is put out to bid
as a consequence of the foregoing, in order to maintain its
competitive position Cues must maintain active marketing and
customer-monitoring programs and supporting staff. Although Cues
believes that it is one of the larger companies operating in its
industry, it has many competitors. There can be no assurance
that Cues will be able to maintain its present competitive
position or that it can continue to successfully compete in its
environment. Past operating results of Cues, therefore, are not
necessarily indicative of future performance.
Fixed-Price Contracts; Customer Contract Practices
The competitive bidding process in which Cues participates
typically requires a fixed-price contract. As a result of
conditions or events that may be unforeseen or uncontrollable by
Cues relating to its operations, supplies or other matters, Cues
may underestimate the cost of performing one or more of its
fixed-priced contracts. In addition, the contracts awarded in
Cues's industry may be amended or terminated at the convenience
of the municipal government, authority or agency party thereto.
Any such underestimation or costs, amendment or termination may
result in a reduction in profits or actual loss with respect to
particular contracts awarded to Cues, and there can be no
assurance that such reductions or losses can be avoided in the
future.
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"). Reports, proxy and
information statements and other information filed by the Company
can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at its Regional Offices located at 7
World Trade Center, Suite 1300, New York, New York 10048 and
Citicorp Center, 500 West Madison, Suite 1400, Chicago, Illinois
60661, and copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549.
The Company has filed with the Commission a registration
statement on Form S-3 (such registration statement, together with
all amendments and exhibits thereto, being hereinafter referred
to as the "Registration Statement") under the Securities Act for
the registration of 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.
Reference is hereby made to the Registration Statement for
further information with respect to the Company and the Shares
offered hereby. Statements contained herein concerning the
provisions of documents filed as exhibits to the Registration
Statement are necessarily summaries of such documents, and each
such statement is qualified in its entirety by reference to the
copy of the applicable document filed with the Commission.
Copies of the Registration Statement (including exhibits thereto)
are on file at the offices of the Commission and may be obtained
upon payment of the fee prescribed by the Commission or may be
examined without charge at the offices of the Commission.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Company hereby incorporates in this Prospectus by
reference the following documents heretofore filed with the
Commission: (1) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 (including the portions of
the Company's Proxy Statement dated April 14, 1995 incorporated
by reference into Part III of such Form 10-K), as amended by the
Company's Form 10-K/A Amendment No. 1 thereto dated August 24,
1995 and Form 10-K/A Amendment No. 2 thereto dated September 13,
1995; (2) the Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1995; (3) the Company's
Quarterly Report on Form 10-Q for the quarterly period ended June
30, 1995; and (4) the Company's Current Report on Form 8-K dated
July 18, 1995.
All documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the termination of the offering, shall be
deemed incorporated by reference into this Prospectus. Any
statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus
is delivered, upon such person's written or oral request, a copy
of any and all of the documents and information which are
incorporated by reference herein (other than exhibits to such
documents, unless such exhibits are specifically incorporated by
reference into such documents). Such requests are to be
addressed to ELXSI Corporation, 4209 Vineland Road, Suite J-1,
Orlando, Florida 32811, Attention: Thomas R. Druggish,
Secretary (Tel. No. (407) 849-1090).
THE COMPANY
ELXSI Corporation, a Delaware corporation, is the issuer and
registrant of the Shares covered hereby. The Company's principal
executive offices are located at 4209 Vineland Road, Suite J-1,
Orlando, Florida 32811 (Tel. No. (407) 849-1090).
The Company's principal businesses, Bickford's Family
Restaurants ("Bickford's") and Cues ("Cues"), are divisions of
the Company's wholly-owned subsidiary, ELXSI, a California
corporation. All references to the "Company" in this Prospectus
include ELXSI Corporation and its wholly-owned subsidiary, ELXSI.
Bickford's, which accounted for approximately 70% of the
Company's revenues during 1994, operates family-oriented
restaurants in New England under the Bickford's(R) and (in the
case of one restaurant) Howard Johnson's(R) names. Featuring a
breakfast menu available throughout the day, the restaurants
appeal to customers who are interested in a casual, low- to
moderately- priced meal served at the customer's table.
Breakfast items and coffee typically account for approximately
75% of Bickford's total food sales. The restaurants appeal to a
wide variety of customers, but generally cater to senior citizens
and families which are attracted to quality, moderately-priced
meals. Due to the limited geographical area from which each
restaurant draws customers (most from within a five-mile radius),
repeat business is extremely important and accounts for a
majority of the restaurants' sales.
Cues, which accounted for approximately 30% of the Company's
revenues during 1994, manufactures systems which utilize remote
control television and sealing equipment to inspect and repair
leaking joints and small fractures in underground sewer lines.
Cues installs its systems in specially designed trucks and vans
which are sold as mobile units. Cues also provides product
servicing and replacement parts for its customers and distributes
chemical grout sealants used in connection with its sealing
equipment. The principal customers of Cues are municipalities
and contractors engaged in sewer inspection and repair. Cues is
not engaged in the service business of maintaining and repairing
sewer lines.
USE OF PROCEEDS
The Shares are being offered for the account of the Selling
Securityholders. The Company will receive no part of the
proceeds of this offering.
SELLING SECURITYHOLDERS
The following table sets forth the name of each Selling
Securityholder and, for each Selling Securityholder and all of
them as a group, the number and percentage of shares of Common
Stock of the Company beneficially owned, the number of Shares
registered hereunder, and the number and percentage of shares of
Common Stock of the Company beneficially owned assuming that all
such Shares are sold to third parties.
Shares of Common Stock
Name of Beneficially Owned
Selling Securityholder Prior to the Offering(1)
---------------------- -----------------------------
Number Percent
------ -------
Cadmus Corporation(3) . . . . 169,147(4) 3.5%
Continental Illinois
Equity Corporation . . . . . 462,262(5)(6) 9.2%
David M. Doolittle(7) . . . . 25,900(4)(8) 0.5%
Thomas R. Druggish(7) . . . . 37,582(4)(8) 0.8%
Eliot Kirkland L.L.C.(3). . . 215,109(9) 4.4%
ELX Limited Partnership(3). . 480,000(4)(6) 10.0%
Brian E. Kinsman(7) . . . . . 6,294 0.1%
Kevin P. Lynch(7) . . . . . . 65,497(4)(8) 1.4%
Robert C. Shaw(7) . . . . . . 61,843(8) 1.3%
All Selling Securityholders
as a Group . . . . . . . 1,413,434(4)(5) 26.7%
(6)(9)
Number of
Name of Shares
Selling Securityholder Registered
---------------------- ------------
Cadmus Corporation(3) . . . . 105,354(4)
Continental Illinois
Equity Corporation . . . . . 220,400(6)
David M. Doolittle(7) . . . . 600(4)
Thomas R. Druggish(7) . . . . 3,782(4)
Eliot Kirkland L.L.C.(3). . . 168,785(9)
ELX Limited Partnership(3). . 480,000(4)(6)
Brian E. Kinsman(7) . . . . . 6,294
Kevin P. Lynch(7) . . . . . . 6,307(4)
Robert C. Shaw(7) . . . . . . 19,343
All Selling Securityholders
as a Group . . . . . . . 900,665(4)(6)(9)
Shares of Common Stock
Name of Beneficially Owned
Selling Securityholder After the Offering(1)(2)
---------------------- -----------------------------
Number Percent
------ -------
Cadmus Corporation(3) . . . . 63,793 1.3%
Continental Illinois
Equity Corporation . . . . . 241,862(5) 4.8%
David M. Doolittle(7) . . . . 25,300(8) 0.5%
Thomas R. Druggish(7) . . . . 33,800(8) 0.7%
Eliot Kirkland L.L.C.(3). . . 5,000 0.1%
ELX Limited Partnership(3). . --- ---
Brian E. Kinsman(7) . . . . . --- ---
Kevin P. Lynch(7) . . . . . . 59,190(8) 1.2%
Robert C. Shaw(7) . . . . . . 42,500(8) 0.9%
All Selling Securityholders
as a Group . . . . . . . 512,769(5)(8) 9.1%
---------------------
(1) All numbers and percentages are calculated in accordance
with Rule 13d-3.
(2) Assumes that all Shares registered hereunder are sold by the
Selling Stockholders to third parties. There can be no
assurance that this will occur (see, e.g., "Plan of
Distribution - Management") or that Selling Securityholders
will not buy or sell other shares of Common Stock.
(3) Cadmus Corporation ("Cadmus") is a privately-held company
engaged in the investment and management consulting
business. Cadmus is controlled by Milley Management
Incorporated ("MMI"), one of its stockholders, and Alexander
M. Milley (the Chairman, President and Chief Executive
Officer of the Company), its Chairman and President. Mr.
Milley is also the sole director and President and a
stockholder of MMI, the sole manager of Eliot Kirkland
L.L.C. ("Kirkland") and the sole general partner of ELX
Limited Partnership ("ELX"), and as such may control such
entities. Mr. Milley beneficially owns (as determined under
Rule 13d-3) 961,756 shares of Common Stock, of which: (i)
20,000 are outstanding shares held directly by Mr. Milley;
(ii) 77,500 are purchasable upon exercise of options
exercisable within 60 days granted by the Company to Mr.
Milley; (iii) 215,109 are beneficially owned by Kirkland
(see footnote (9) below); (iv) 480,000 are beneficially
owned by ELX (see footnote (6) below); and (v) 169,147 are
beneficially owned by Cadmus.
(4) Includes the following number of Shares registered under the
original Registration Statement that were subsequently
purchased from one or more of The Airlie Group, L.P.
("Airlie"), Alta II, Gallion Limited, Gallion L.P. Company
and Golden Coins N.V.: 87,273 Shares held by Cadmus; 600
Shares held by Mr. Doolittle; 1,400 Shares held by Mr.
Druggish; 369,800 Shares held by ELX; and 2,000 Shares held
by Mr. Lynch.
(5) Includes 241,862 shares of Common Stock issuable upon
conversion of shares of Preferred Stock that is issuable
upon exercise of warrants that were issued by the Company to
Continental Illinois Equity Corporation ("CIEC").
(6) Includes 110,200 Shares subject to an option to purchase
granted by CIEC to ELX.
(7) Mr. Doolittle is an officer of ELXSI (the Company's
wholly-owned subsidiary), an officer and director of Cadmus
and an officer of MMI and Kirkland; Mr. Druggish is an
officer of the Company, Cadmus and Kirkland; Mr. Lynch is an
officer and director of the Company; and Mr. Shaw is an
officer and director of the Company and a director of
Cadmus. Each of the indicated individuals are also limited
partners of ELX.
(8) Includes the following number of shares of Common Stock
purchasable upon exercise of options exercisable within 60
days granted by the Company to the following persons: Mr.
Doolittle, 22,500; Mr. Druggish, 28,100; Mr. Lynch, 57,500;
and Mr. Shaw, 42,500.
(9) Includes 118,762 Shares issuable upon exercise of currently
exercisable warrants held by Kirkland, of which 50,000
Shares were registered under the original Registration
Statement; the warrants with respect to such Shares were
subsequently purchased from Airlie.
CERTAIN TRANSACTIONS
Restructuring
In September 1989 and January 1990, the Company entered into
Stock and Note Purchase Agreements (the "Restructuring
Agreements") with The Airlie Group, L.P. ("Airlie"), Continental
Illinois Equity Corporation ("CIEC") and Milley & Company
("M&C"). Milley Management Incorporated ("MMI"), a private
investment and management consulting firm of which Alexander M.
Milley is the sole director and President and a stockholder, is
the successor by merger to M&C (and M&C (or MMI), Airlie and CIEC
are collectively referred to herein as the "Buyers"). Under the
Restructuring Agreements, the Company initially sold for an
aggregate purchase price of $5,000,000: (i) to Airlie, 960,000
shares of the Company's Common Stock, seven-year Series A
Warrants to purchase an additional 1,053,500 shares of the
Company's Common Stock at an exercise price of $3.125 per share,
and $1,750,000 principal amount of the Company's ten-year 15%
senior subordinated notes (the "15% Notes"); and (ii) to M&C,
seven-year Series A Warrants to purchase 150,500 shares of Common
Stock at an exercise price of $3.125 per share and $250,000
principal amount 15% Notes. In January 1990, CIEC purchased from
Airlie 220,400 of its shares of Common Stock and $401,765
principal amount of the 15% Notes. In addition, the Company and
Airlie agreed the Series A Warrants previously acquired by Airlie
would be exchanged for new warrants, some Series A Warrants
exercisable for 811,638 shares of Common Stock and the others
Series B Warrants exercisable for 604,656 shares of the Company's
Series A Non-Voting Convertible Preferred Stock (the "Series A
Preferred Stock"). If and when issued, the Series A Preferred
Stock will be convertible under certain specified conditions into
241,862 shares of the Company's Common Stock. The Series A
Preferred Stock will carry a liquidation preference of $0.01 per
share and will be non-voting, except as otherwise required by
law. Following the issuance of such new Series A and Series B
Warrants, the latter were sold by Airlie to CIEC. These
transactions under the Restructuring Agreements resulted in the
Buyers acquiring, in the aggregate, approximately 38% (and on a
fully diluted basis) of the Company's Common Stock at the time.*
In connection with the foregoing transactions, Airlie and CIEC
granted to ELX Limited Partnership ("ELX"), of which Mr. Milley
is the sole general partner, seven-year options to purchase from
Airlie up to 369,800 shares and from CIEC up to 110,200 shares of
the Company's Common Stock at a price of $3.125 per share. In
addition, Airlie, CIEC, and M&C agreed to purchase, upon any
request therefor made by the Company, $3,370,588, $1,004,412 and
$625,000, respectively, additional principal amount of ten-year
senior subordinated notes of the Company substantially the same
as the 15% Notes, except as to interest rates (the "Additional
Debt Commitment"). On June 27, 1991, pursuant to such a request
in connection with the Bickford's acquisition, Airlie, CIEC and
M&C purchased $1,685,293.75, $502,206.25, and $312,500.00,
respectively, of the Company's ten-year 14.5% senior subordinated
notes ("14.5% Notes").
In connection with the Restructuring Agreements, the Company
and the Buyers entered into a registration rights agreement (the
"1990 Registration Rights Agreement"), granting the Buyers
certain demand and incidental rights to cause the Company to
register under the Securities Act, the shares of Common Stock,
warrants, and shares issuable upon exercise of the warrants
purchased by them under the Restructuring Agreements. Under the
1990 Registration Rights Agreement, the Company (i) is required
to bear all expenses of any such requested or incidental
registrations other than underwriting discounts and commissions
applicable to the securities included in the registration, and
------------------------
* Common Stock share numbers in this paragraph and elsewhere
in this "Certain Transactions" section are adjusted for the
1-for-25 reverse stock split effected in May 1992.
PAGE
<PAGE>
(ii) made customary indemnification agreements in favor of the
Buyers with respect to registration statements filed thereunder.
Also in connection with the Restructuring Agreements, the
Company entered into a Management Agreement, dated September 25,
1989 (the "Management Agreement") with Winchester National, Inc.
("Winchester"), a private investment and management consulting
firm of which Mr. Milley is the President. In July 1991, the
Company transferred its rights and duties under the Management
Agreement to ELXSI, its wholly-owned subsidiary, and Winchester
transferred its rights and duties under the Management Agreement
to MMI, of which Mr. Milley is the sole director, President and
majority stockholder. In 1992 ELXSI renewed the Management
Agreement on substantially the same terms. On January 1, 1994,
MMI assigned its rights under the Management Agreement to Cadmus,
which is controlled by MMI (one of its stockholders) and Mr.
Milley and of which other officers and directors of the Company
are officers, directors and/or stockholders. The Management
Agreement provides for Cadmus to receive, for management services
rendered, compensation of $500,000 per year commencing as soon as
the Company had operating income (as defined therein) of
$1,250,000 for a fiscal quarter, plus reimbursement for
reasonable expenses. The services rendered include participating
actively in the management and operation of the Company,
including through the provision of the services of (and the
payment of all or a significant portion of the salary
compensation of) Messrs. Milley, Lynch and Druggish, each of whom
is an executive officer and/or director of the Company. Specific
services performed include the ongoing evaluation of management,
preparing and reviewing division operating budgets and plans,
evaluating new restaurant locations, divesting under-performing
assets, negotiating environmental matters, negotiating with
lenders, evaluating financing options, complying with public
reporting requirements, communicating with shareholders,
negotiating and arranging insurance programs, monitoring tax
compliance, evaluating and approving capital spending, preparing
market research, developing and improving management reporting
systems, surfacing and evaluating acquisitions, etc. In
addition, Cadmus provides the Company with general administrative
services at an annual charge of approximately $36,000.
Cues Acquisition
On October 30, 1992, ELXSI completed the acquisition of the
business and operations of Cues. The acquisition was effected
through a merger first of the Cues corporate entity, Cues, Inc.,
into its parent corporation, Holdingcues, Inc., followed by a
merger (the "Cues Merger") of Holdingcues, Inc. into ELXSI. In
consideration of the Cues Merger the Company issued to Cadmus,
the prior owner of Holdingcues, Inc. and Cues, Inc., 751,000
shares of the Company's Common Stock (the "Merger Shares") and
Series C Warrants to purchase 68,762 shares of the Company's
Common Stock at $4.36 per share expiring January 31, 1997. At
the time of the Cues Merger: (i) MMI owned approximately 6.7% of
the outstanding shares of Cadmus and a warrant to purchase shares
of Cadmus representing (on a fully-diluted basis) approximately
8.4% of its capital stock (the "Cadmus Warrant"); (ii) Robert C.
Shaw (an officer and director of the Company) owned approximately
2.6% of the outstanding shares of Cadmus; (iii) Kevin P. Lynch
(an officer and director of the Company) owned approximately 0.4%
of the outstanding shares of Cadmus; (iv) Thomas R. Druggish (and
officer of the Company) owned approximately 0.3% of the
outstanding shares of Cadmus; and (v) Airlie owned approximately
4.3% of the outstanding shares of Cadmus. The consideration paid
for the Cues Merger was arrived at through arm's-length
negotiations conducted by an outside director of the Company and
a director of Cadmus with no affiliation with the Company.
In connection with its disposition of Holdingcues, Inc. and
Cues, Inc.: (i) Cadmus and its stockholders entered into an
exchange agreement providing for the exchange of a portion of
their Cadmus shares and the Cadmus Warrant for 750,000 of the
Merger Shares and the Series C Warrants. In accordance with such
exchange agreement: (i) MMI received 50,023 shares of the
Company's Common Stock and the Series C Warrants; (ii) Mr. Shaw
received 19,343 shares of the Company's Common Stock; (iii) Mr.
Lynch received 3,307 shares of the Company's Common Stock; (iv)
Mr. Druggish received 2,222 shares of the Company's Common Stock;
(v) Airlie received 35,163 shares of the Company's Common Stock;
and (vi) Mr. Kinsman received 13,294 shares of the Company's
Common Stock.
As part of the foregoing transactions, the Company and Cadmus
entered into a registration rights agreement (the "1992
Registration Rights Agreement"), granting Cadmus certain demand
and incidental rights to cause the Company to register the Merger
Shares and shares issuable under the Series C Warrants generally
under the Securities Act until September 30, 1994. These rights
were transferred to Cadmus's shareholders in connection with the
exchange. The 1992 Registration Rights Agreement contains
expenses and indemnification agreements similar to those in the
1990 Registration Rights Agreement.
At the time of the Cues Merger, Cues, Inc. had outstanding to
Cadmus an intercompany payable in the amount of approximately
$4,211,000, equal to the amount of Cadmus borrowings outstanding
under a loan agreement with Continental Bank N.A. (now, Bank of
America Illinois). In connection with the Cues Merger (i) ELXSI's
loan agreement with Bank of America Illinois was amended to
increase the credit available thereunder to $12,000,000 plus up
to an additional $3,000,000 based on the value of eligible
inventory and accounts receivable and (ii) ELXSI paid, with the
proceeds of a borrowing under such amended loan agreement, that
intercompany payable. Cadmus then applied such proceeds to
pay-off its loan agreement obligations.
Securities Purchases
In May 1994, the Company purchased all of the $250,000 of 15%
Notes and $312,500 of 14.5% Notes held by MMI, at their face
value. MMI waived all applicable prepayment penalties in
connection therewith.
On December 8, 1994 the Company purchased from Airlie, at the
time its largest stockholder (i) 354,963 shares of Company Common
Stock at a price of $5.25 per share, (ii) 761,638 Series A
Warrants at a price of $2.125 per share (being the difference
between $5.25 and the exercise price per share of such Warrants),
(iii) $2,533,528.75 principal amount of the Company's 15% Notes
and 14.5% Notes at par. In connection with and at the time of
this transaction, ELX exercised its option to purchase 369,800
shares of Common Stock from Airlie. Financing of the exercise
price, $1,155,625, was provided by a three-year loan made by the
Company at an interest rate equal to the cost of such funds to
the Company plus 0.5%. Such funds were originally obtained
through borrowings under ELXSI's credit agreement with Bank of
America Illinois. That agreement provides for borrowings at
rates based upon the bank's publicly announced "reference rate",
which rates adjust from time to time upon changes in such
reference rate. At August 17, 1995, the interest rate applicable
to the Company loan to ELX was 10.5%. No principle repayments
are required under the terms of such loan (absent an event of
default) until the third-year maturity date, and the entire
principal amount plus accrued interest is outstanding at this
date.
Also in connection with and at the time of the Airlie
transaction, Cadmus purchased from Airlie 50,000 shares of
Company Common Stock at a price of $5.25 per share. The source
of funds for this purchase included a prepayment of a $125,000
14.5% Note previously acquired by Cadmus from Airlie.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of
165,000,000 shares of capital stock, 160,000,000 of such shares
being Common Stock, par value $.001 per share, and 5,000,000 of
such shares being preferred stock, par value $.002 per share
("Preferred Stock"). At August 4, 1995, there were outstanding
4,792,340 shares of Common Stock and no shares of Preferred
Stock. The Company has granted to directors, officers and
employees options to purchase 464,900 shares of Common Stock.
The Company's Certificate of Incorporation authorizes the
Company's Board of Directors to provide for the issuance, from
time to time, of Preferred Stock in one or more series, to
establish the number of shares to be included in each such series
and to fix the designations, powers, preferences and rights of
the shares of each such series and any qualifications,
limitations or restrictions thereon. Because the Board of
Directors has the power to establish the preferences and rights
of the shares of each series of Preferred Stock, it may afford
the holders of any Preferred Stock preferences, powers and rights
(including voting rights) senior to the rights of the holders of
Common Stock, which could adversely affect the rights, including
voting rights, of holders of Common Stock. The Company has
authorized the issuance of 604,656 shares of Series A Non-Voting
Convertible Preferred Stock, par value $.002 per share. If and
when issued, the Series A Preferred Stock will be convertible
under certain specified conditions into 241,862 shares of the
Company's Common Stock. The Series A Preferred Stock will carry
a liquidation preference of $.01 per share and will be
non-voting, except as otherwise required by law.
Subject to the rights of holders of Preferred Stock, holders
of Common Stock are entitled to receive dividends when, as and if
declared by the Board of Directors, to share ratably in the
assets of the Company legally available for distribution to
holders of Common Stock in the event of liquidation and to one
vote per share on all matters to be voted upon by the
stockholders. Holders of Common Stock do not have cumulative
voting rights in the election of directors and have no
preemptive, subscription, redemption or conversion rights. All
outstanding shares of Common Stock, including the 781,903
outstanding shares that may be sold by the Selling
Securityholders in the offering made hereby, are validly issued,
fully paid and non-assessable. The 118,762 shares of Common
Stock that may be sold by Kirkland (which are issuable upon
exercise of outstanding warrants) will, when delivered upon
exercise of such warrants in accordance with their terms, be
validly issued, fully paid and non-assessable.
The transfer agent and registrar for the Company's Common
Stock is Continental Stock Transfer & Trust Company.
PLAN OF DISTRIBUTION
The Selling Securityholders have advised the Company that they
may offer the Shares for sale from time to time in one or more
transactions (which may include "block" transactions), in the
over-the-counter market, in negotiated transactions or otherwise,
or a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices
(which may be changed). Selling Securityholders may effect such
transactions by selling the Shares to or through agents, brokers,
dealers or underwriters, who may receive compensation in the form
of underwriting discounts, concessions or commissions from the
Selling Securityholders and/or the purchasers of Shares for whom
they may act as agent. Selling Securityholders may also pledge
their Shares to banks, brokers or other institutions as security
for margin loans or other financial accommodations that may be
extended to such Selling Securityholders, and any such pledgee
institution may similarly offer, sell and effect transactions in
Shares. Each Selling Securityholder (and pledgee) reserves the
sole right to accept and, together with its agents from time to
time, to reject, in whole or in part, any proposed purchase of
Shares to be made directly or through agents.
To the extent required, the specific Shares to be sold, the
names of the Selling Securityholders thereof, the purchase price
and/or public offering price, the names of any agent, broker,
dealer or underwriter, and any applicable discount or commission
with respect thereto, will be set forth in an accompanying
Prospectus Supplement.
The Selling Securityholders, any pledgees and any agents,
brokers, dealers or underwriters that participate with any of
them in the distribution of the Shares may be deemed to be
"underwriters" under the Securities Act and any discounts or
commissions received by them and any profit on the resale of the
Shares by them, may be deemed to be underwriting discounts or
commissions under the Securities Act.
In order to comply with certain states' securities or "blue
sky" laws, if applicable, the Shares will be sold in such
jurisdictions only through registered or licensed brokers or
dealers. In addition, in certain states the Shares may not be
sold unless the Shares have been registered or qualified for sale
in such states or an exemption from registration or qualification
is available and is complied with.
The Registration Statement of which this Prospectus forms a
part was filed by the Company pursuant to registration rights
agreements with the Selling Securityholders. Under such
agreements, the Company has agreed to have such Registration
Statement declared effective and to use its best efforts to keep
it effective for such period as may be reasonably necessary to
effect the sale of the Shares, subject to certain limitations.
Such agreements also provide for the Company to (i) pay certain
expenses incurred in connection with the offering hereunder,
other than underwriting discounts and commissions, and (ii)
indemnify the Selling Securityholders and any "underwriter"
within the meaning of the Securities Act against certain
liabilities, including liabilities under the Securities Act.
Management
Cadmus Corporation, Eliot Kirkland L.L.C. and ELX Limited
Partnership, each of which is a Selling Securityholder controlled
by Alexander M. Milley, the Chairman, President and Chief
Executive Officer of the Company, have informed the Company that
it is their intent for the foreseeable future not to sell any of
their Shares, but rather to pledge some or all of their Shares as
security for margin loans the proceeds of which may be used for
(among other things) the purchase of additional shares of Common
Stock of the Company. See "Selling Securityholders".
LEGAL MATTERS
Certain legal matters with respect to the Shares have been
passed upon for the Company by Messrs. Dechert Price & Rhoads,
477 Madison Avenue, New York, New York 10022.
EXPERTS
The consolidated financial statements incorporated in this
Registration Statement by reference to the Company's Annual
Report on Form 10-K for the year ended December 31, 1994, have
been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
PAGE
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PAGE
<PAGE>
No dealer, salesman or other
person has been authorized to
give any information or to make
any representations, other than
those contained in this
Prospectus, in connection with
the offering made by this
Prospectus, and information or ELXSI CORPORATION
representations not contained
herein, if given or made, must
not be relied upon as having 900,665 SHARES
been authorized. This OF
Prospectus and any supplement COMMON STOCK
hereto does not constitute an ($.001 par value)
offer to sell, or a
solicitation of an offer to
buy, any of the securities
offered hereby in any
jurisdiction in which, or to
any person to whom, such offer
or solicitation may not
lawfully be made. Neither the
delivery of this Prospectus or
any supplement hereto nor any
sales made hereunder or
thereunder shall under any
circumstances create any
implication that the
information contained herein or
therein is correct as of any
time subsequent to their
respective dates.
_____________________
Table of Contents
Page ______________
----
PROSPECTUS
Prospectus Summary . . . . .3
Risk Factors . . . . . . . .4 September__, 1995
Available Information. . . .7
Incorporation of Documents by ______________
Reference. . . . . . . . .8
The Company . . . . . . . .8
Use of Proceeds. . . . . . .9
Selling Securityholders. . .9
Certain Transactions . . . 10
Description of Capital Stock14
Plan of Distribution . . . 14
Legal Matters. . . . . . . 16
Experts. . . . . . . . . . 16
PAGE
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
-------------------------------------------
With the exception of underwriting discounts and commissions
which are to be borne by the Selling Securityholders, all
expenses of issuance and distribution of the Shares, the SEC
Registration Fee, any NASD filing fees, and fees and expenses of
counsel and the accountants for the Registrant are to be paid by
the Company. The following itemized list is an estimate of such
expenses:
SEC Registration Fee. . . . . . . . . . . . . $ 4,071.73
NASD Filing Fee . . . . . . . . . . . . . . . 0.00
Legal Fees and Expenses . . . . . . . . . . . 10,000.00
Accounting Fees and Expenses . . . . . . . . 500.00
Fees and Expenses of the Transfer Agent . . . 0.00
Blue Sky Fees and Expenses . . . . . . . . . 1,000.00
Miscellaneous . . . . . . . . . . . . . . . . 250.00
----------
Total: $15,821.73
==========
Item 15. Indemnification of Directors and Officers.
-----------------------------------------
As provided in Article XI of the Registrant's By-Laws, the
Registrant shall, to the fullest extent permitted by the Delaware
General Corporation Law, indemnify all non-employee directors.
The Registrant shall have the power to indemnify its officers,
employees, and other agents as set forth in the Delaware General
Corporation Law. The Registrant has obtained a directors and
officers liability insurance policy which insures such persons
against loss arising from certain claims made by reason of their
being directors or officers of the Registrant.
Reference is made to the Registration Rights Agreement dated
as of October 16, 1992 filed as Exhibit (4)(b) hereto, whereby
each Holder thereunder agrees to indemnify and hold harmless
severally and not jointly the Registrant, each of its directors
and officers, employees, agents and each person, if any, who
"controls" the Registrant within the meaning of the Securities
Act against all losses, claims, damages, liabilities and expenses
to which the Registrant or any of such persons may become
subject, under the Securities Act or otherwise, insofar as such
losses, claims, damages, liabilities and expenses arise out of or
are based upon an untrue or allegedly untrue statement of any
material fact contained in any registration statement (including
this Registration Statement), or any preliminary, final or
summary prospectus contained therein, or any amendment or
supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein (in the case of a prospectus, in the light of the
circumstances under which they were made) not misleading, in each
case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written
information furnished by such Holder to the Registrant
specifically for inclusion in such registration statement;
provided, however, that the obligations of each such Holder shall
be limited to an amount equal to the net proceeds received by
such Holder upon sale of its Shares.
Reference is made to the Amended and Restated Registration
Rights Agreement dated as of January 23, 1990 by and among the
Registrant, The Airlie Group, L.P., Milley & Company and CIEC
(each of The Airlie Group, L.P., Milley & Company and CIEC, an
"Indemnifying Party") filed as Exhibit (4)(c) hereto, whereby
each Indemnifying Party agrees to indemnify and hold harmless the
Registrant, each of its directors and officers, and each person,
if any, who controls the Registrant within the meaning of the
Securities Act, against all losses, claims, damages or
liabilities to which the Registrant or any such director or
officer or controlling person may become subject, under the
Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement of any material fact
contained in any registration statement (including this
Registration Statement), prospectus or any preliminary prospectus
or final prospectus contained therein, or any amendment or
supplement thereto, or arise out of or are based upon the
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent,
that such untrue statement or omission was made in reliance upon
and in conformity with written information furnished to the
Registrant by or on behalf of such Indemnifying Party, its
partners, officers, directors, underwriters or controlling
persons, with respect to itself and its Shares, for use in the
preparation thereof; and subject to Section 4(c) of such
Registration Rights Agreement, such Indemnifying Party shall
reimburse the Registrant for any legal or other expenses
reasonably incurred by the Registrant or any such director or
officer or controlling person in connection with investigating or
defending against any such loss, claim, damage, liability or
action; provided, however, that the maximum amount
of liability in respect of such indemnification shall be limited,
in the case of the Indemnifying Party, to an amount equal to the
net proceeds actually received by such Indemnifying Party from
the sale of its Shares.
Item 16. Exhibits.
--------
Exhibit No. Description
----------- -----------
(4)(a)* Form of certificate of Common Stock, par value
$.001 per share, of the Registrant.
(4)(b) Registration Rights Agreement dated as of October
16, 1992 among the Selling Security-holders (other
than CIEC), Cadmus Corporation and the Registrant.
(Incorporated herein by reference to Exhibit 4.6
of the Registrant's Current Report on Form 8-K
filed November 13, 1992 (File No. 0-11877)).
(4)(c) Amended and Restated Registration Rights Agreement
dated as of January 23, 1990 among The Airlie
Group, L.P., Milley & Company, CIEC and the
Registrant. (Incorporated herein by reference to
Exhibit 4.7 of the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31,
1989 (File No. 0-11877)).
(5)* Opinion of Messrs. Dechert Price & Rhoads.
(23)(a)+ The consent of Price Waterhouse LLP, independent
accountants.
(23)(b)* The consent of Dechert Price & Rhoads is contained
in their opinion filed as Exhibit (5) to this
Registration Statement.
(99)(a)* Consolidated Financial Statements of the
Registrant and its Subsidiaries required for its
Annual Report on Form 10-K for the fiscal year
ended December 31, 1992 (as filed in the
Registrant's Form 10-K/A Amendment No. 1 thereto
dated June 28, 1993).
(99)(b)* Consolidated Financial Statements of the
Registrant and its Subsidiaries required for its
Quarterly Report on Form 10-Q for the quarterly
period year ended March 31, 1993 (as filed in the
Registrant's Form 10-Q/A Amendment No. 1 thereto
dated June 28, 1993).
(99)(c)* Consolidated Financial Statements of Holdingcues,
Inc. and Subsidiaries for the ten-month period
from January 1, 1992 to October 30, 1992 (as filed
in the Registrant's Form 8-K/A Amendment No. 2
thereto dated July 2, 1993)
___________________
* Previously filed
+ Filed herewith
Item 17. Undertakings.
------------
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events
arising after the effective date of this registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement
(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 prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.); and
(c) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such information
in this registration statement;
provided, however, that paragraphs (1)(a) and (1)(b) shall not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereto.
(3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934)
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the Shares being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
PAGE
<PAGE>
SIGNATURE
Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 3 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in Orlando, Florida on September 13, 1995.
ELXSI CORPORATION
By:/s/ Alexander M. Milley
-----------------------
Alexander M. Milley
Chairman, President and
Chief Executive Officer
(Principal Executive
Officer)
PAGE
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment No. 3 to Registration
Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Alexander M. Milley Chairman, President September 13, 1995
----------------------- and Chief Executive
Alexander M. Milley Officer (Principal
Executive Officer)
/s/ Thomas R. Druggish Vice President, September 13, 1995
---------------------- Treasurer and
Thomas R. Druggish Secretary
(Principal Financial
and Accounting
Officer)
/s/ Robert C. Shaw* Director September 13, 1995
----------------------
Robert C. Shaw
/s/ Farrokh K. Kavarana* Director September 13, 1995
----------------------
Farrokh K. Kavarana
/s/ Kevin P. Lynch* Director September 13, 1995
----------------------
Kevin P. Lynch
/s/ John C. Savage* Director September 13, 1995
----------------------
John C. Savage
*By:/s/ Alexander M. Milley
-----------------------
Alexander M. Milley
Attorney-in-Fact
PAGE
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
----------- ----------- -----
(4)(a)* Form of certificate of Common Stock,
par value $.001 per share, of the
Registrant . . . . . . . . . . . . .
(4)(b) Registration Rights Agreement dated
as of October 16, 1992 among the
Selling Securityholders (other than
CIEC), Cadmus Corporation and the
Registrant. (Incorporated herein
by reference to Exhibit 4.6 of the
Registrant's Current Report on Form
8-K as filed November 13, 1992
(File No. 0-11877)). . . . . . . .
(4)(c) Amended and Restated Registration
Rights Agreement dated as of
January 23, 1990 among The Airlie
Group, L.P., Milley & Company, CIEC
and the Registrant. (Incorporated
herein by reference to Exhibit 4.7
of the Registrant's Annual Report
on Form 10-K for the fiscal year
ended December 31, 1989 (File No.
0-11877)). . . . . . . . . . . . .
(5)* Opinion of Messrs. Dechert Price &
Rhoads. . . . . . . . . . . . . .
(23)(a)+ The consent of Price Waterhouse
LLP, independent accountants. . . .
(23)(b)* The consent of Dechert Price &
Rhoads is contained in their
opinion filed as Exhibit (5) to
this Registration Statement. . . .
(99)(a)* Consolidated Financial Statements
of the Registrant and its
Subsidiaries required for its
Annual Report on Form 10-K for the
fiscal year ended December 31, 1992
(as filed in the Registrant's Form
10-K/A Amendment No. 1 thereto
dated June 28, 1993).. . . . . . .
(99)(b)* Consolidated Financial Statements
of the Registrant and its
Subsidiaries required for its
Quarterly Report on Form 10-Q for
the quarterly period year ended
March 31, 1993 (as filed in the
Registrant's Form 10-Q/A Amendment
No. 1 thereto dated June 28,
1993).. . . . . . . . . . . . . . .
(99)(c)* Consolidated Financial Statements
of Holdingcues, Inc. and Sub-
sidiaries for the ten-month period
from January 1, 1993 to October 30,
1992 (as filed in the Registrant's
Form 8-K/A Amendment No. 2 thereto
dated July 2, 1993). . . . . . . .
___________________
* Previously filed
+ Filed herewith
EXHIBIT 23(a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-3 of our report dated March 24,
1995 appearing on page F-1 of ELXSI Corporation's Annual Report
on Form 10-K, at Exhibit 99.1 of ELXSI Corporation's Form 10-K/A
Amendment No. 1 and on page F-1 of ELXSI Corporation's Form
10-K/A Amendment No. 2 each for the year ended December 31, 1994.
We also consent to the reference to us under the heading
"Experts" in such Registration Statement.
PRICE WATERHOUSE LLP
Orlando, Florida
September 13, 1995
