<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on June 22,
1995.
Registration No. 33-61712
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ELXSI CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware
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(State of Incorporation)
77-0151523
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(I.R.S. Employer Identification No.)
4209 Vineland Road, Suite J-1
Orlando, Florida 32811
(407) 849-1090
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(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
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(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. /__/
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The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
=================================================================
The purpose of this Post-Effective Amendment No. 1 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, 1995) 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.
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<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 3-5.
__________________________
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, ELX Limited Partnership, Brian E.
Kinsman, Kevin P. Lynch, Milley Management Incorporated 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 Milley
Management Incorporated. See "Selling Securityholders" 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 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 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 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.
<PAGE>
On June 20, 1995, the per share closing price of the
Company's Common Stock as quoted in the NASDAQ National Market
System was $5.75.
_____________________
June ___, 1995
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 is not actively traded and,
therefore, purchasers of Shares subsequently wishing to dispose
of large amounts of the Shares 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 had a significant effect on the market price of
the Common Stock, which may not be indicative of the market price
in a more liquid market.
Effect of Dividend Policy
The Company has not paid dividends on its Common Stock in
the last three 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. 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 as of such date and
minimum tax credit carryforwards of approximately $230,000. 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.
BICKFORD'S FAMILY RESTAURANTS
The Restaurant Industry
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. In addition, there are other
restaurants with design and operating concepts similar to those
of Bickford's. The restaurant business is often affected by
changes in consumer tastes, local, regional and national economic
conditions, demographic trends, traffic patterns, weather,
employee availability and cost increases. Any change in these
factors could materially and adversely affect Bickford's.
Changes in Food Costs
Bickford's profitability is dependent, in part, on its
ability to anticipate and react to changes in food costs.
Various factors, including climatic changes, may affect food
costs. While in the past management has been able to anticipate
and react to changing 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.
Geographic Concentration
All of Bickford's restaurants are located in New England,
which has experienced significant economic downturns in recent
years. As a result, Bickford's may be affected more by the
adverse economic conditions in New England than a restaurant
company with sites in a number of different geographic areas.
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. The failure to retain food
licenses would adversely affect the operations of 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
Government Policies
The principal customers of Cues are municipal governments,
authorities and agencies. Cues obtains most of such business by
participating in open bids. Moreover, the contracts awarded
through such bidding may be amended or terminated at the
convenience of the respective municipal governments, authorities
and agencies.
Operational Risks
The competitive bidding in which Cues participates typically
requires a fixed-price contract. As a result of conditions or
events that are unforeseen or uncontrollable by Cues relating to
its operations, supplies or otherwise, Cues may underestimate
costs, resulting in a reduction in profits or actual loss. Past
operating results of Cues, therefore, are not necessarily
indicative of future performance.
Competition
Competition is intense in the industry in which Cues
operates. Price is the major factor used by the customers of
Cues in making their purchase decisions. Generally, a customer
will select the product with the lowest price if the product
satisfies such customer's specifications.
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. and at its Regional Offices located at 7 World
Trade Center, New York, New York and 219 South Dearborn Street,
Chicago, Illinois, 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); and (2) the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 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.
RECENT DEVELOPMENT
On May 25, 1995 the Company announced that its Bickford's
Family Restaurant division has signed a letter of intent to
acquire the Abdow's Family Restaurants from Abdow's Corporation,
of Springfield, Massachusetts. The transaction, which includes
the leasing of 16 restaurants and the purchase of associated
assets located in western Massachusetts and central Connecticut,
is expected to be completed by early to mid-July 1995, pending
customary contingencies. The purchase price is $3,500,000
(excluding future lease payments and disregarding customary
prorations). Based on information currently available to the
Company, this acquisition would not constitute a "significant
business combination" within the meaning of applicable Securities
and Exchange Commission rules.
Alexander M. Milley, the Chairman, President and Chief
Executive Officer of the Company, commented that "The acquisition
of the Abdow's Restaurants is a tremendous opportunity to
strengthen Bickford's position in New England. Abdow's has
superior locations and an excellent reputation in its market."
The acquisition of the Abdow's restaurants will bring the
total number of restaurants operated by the Company to 59,
located in Massachusetts, Connecticut, Rhode Island and New
Hampshire.
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
Set forth below is a list of the names of the Selling
Securityholders and the number of shares of Common Stock of the
Company beneficially owned by (as determined under Rule 13d-3
under the Exchange Act), and registered hereby on behalf of, each
such Selling Securityholder:
Shares of Common
Stock Beneficially Shares
Name Owned Registered
- ---- ------------------ ----------
Cadmus Corporation(1). . . . 169,147(2) 105,354(2)
Continental Illinois
Equity Corporation . . . . 462,262(3)(4) 220,400(4)
David M. Doolittle(5). . . . 25,900(2)(6) 600(2)
Thomas R. Druggish(5). . . . 37,582(2)(6) 3,782(2)
ELX Limited Partnership(1) . 480,000(2)(4) 480,000(2)(4)
Brian E. Kinsman(5). . . . . 6,294 6,294
Kevin P. Lynch(5). . . . . . 65,497(2)(6) 6,307(2)
Milley Management
Incorporated(1) 173,785(7) 168,785(7)
Robert C. Shaw(5). . . . . . 61,843(6) 19,343
TOTAL . . . . . . . . . 1,371,510(2)(3) 900,665(2)(4)(7)
(4)(6)(7)
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(1) Milley Management Incorporated ("MMI") is the controlling
stockholder of Cadmus Corporation ("Cadmus"), and Alexander
M. Milley (the Chairman, President and Chief Executive
Officer of the Company) is its Chairman and President. Mr.
Milley is also the sole director and President and a
stockholder of MMI and the sole general partner of ELX
Limited Partnership ("ELX"). Mr. Milley beneficially owns
(as determined under Rule 13d-3 under the Exchange Act)
920,432 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) 173,785
are beneficially owned by MMI (see footnote (7) below); (iv)
480,000 are beneficially owned by ELX (see footnote (4)
below); and (v) 169,147 are beneficially owned by Cadmus.
(2) 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 held by ELX; and 2,000 Shares held by Mr.
Lynch.
(3) Includes 241,862 shares of Common Stock issuable upon
conversion of shares of Preferred Stock issuable upon
exercise of warrants issued by the Company to Continental
Illinois Equity Corporation ("CIEC").
(4) Includes 110,200 Shares subject to an option to purchase
granted by CIEC to ELX.
(5) Mr. Doolittle is an officer of ELXSI (the Company's
wholly-owned subsidiary) and an officer and director of
Cadmus; Mr. Druggish is an officer of the Company, Cadmus
and MMI; 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 limited partners of ELX.
(6) 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.
(7) Excludes 169,147 shares of Common Stock held by Cadmus. See
footnote (1) above. Includes 118,762 Shares issuable upon
exercise of currently exercisable warrants held by MMI, of
which 50,000 Shares were registered under the original
Registration Statement; the warrants with respect to such
Shares were subsequently purchased from Airlie.
All of the Shares being offered hereunder are offered for
the accounts of the respective Selling Securityholders, and none
of the proceeds from sales of any such Shares will be received by
the Company. Because the Selling Securityholders may offer all
or some of the Shares which they own pursuant to the offering
contemplated by this Prospectus, and because the offering is not
being underwritten on a firm commitment basis, no estimate can be
given as to the amount or percentage of shares of Common Stock of
the Company that will be held by each Selling Securityholder upon
termination of such offering. See "Plan of Distribution".
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").
- ------------------------
* Common Stock share numbers in this paragraph and elsewhere
in this section are adjusted for the 1-for-25 reverse stock
split effected in May 1992.
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
(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. 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. 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 key ongoing management and
operational issues. Specific examples 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.
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.
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 .5%. As of the date hereof the entire of such
principal amount of such loan plus accrued interest is
outstanding. 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 June 20, 1995, there were outstanding
4,792,338 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 thepower 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 (See
"Selling Securityholders"). 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 MMI (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.
<PAGE>
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 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.
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 and schedules of the
Company and subsidiaries included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1994, and
incorporated by reference in this Registration Statement, 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>
<PAGE>
[This page intentionally left blank]
<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 ELXSI CORPORATION
this Prospectus, and information or
representations not contained herein,
if given or made, must not be relied 900,665 SHARES
upon as having been authorized. This OF
Prospectus and any supplement COMMON STOCK
hereto does not constitute an offer ($.001 par value)
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
Risk Factors . . . . . . . . 3
Available Information. . . . 5
Incorporation of Documents
by Reference. .. . . . . . 5
The Company . . . . . . . . 6 -----------
Recent Development . . . . . 7
Use of Proceeds. . . . . . . 7 PROSPECTUS
Selling Securityholder . . . 8
Description of Capital June __, 1995
Stock . . . . . . . . . .12
Plan of Distribution . . . .13 -----------
Legal Matters. . . . . . . .14
Experts. . . . . . . . . . .14
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 nonemployee 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.
<PAGE>
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
<PAGE>
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. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in Orlando, Florida on June 20, 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. 1 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 June 20, 1995
Alexander M. Milley Chairman, President
and Chief Executive
Officer (Principal
Executive Officer)
/s/ Thomas R. Druggish June 20, 1995
Thomas R. Druggish Vice President,
Treasurer and
Secretary (Principal
Financial and
Accounting Officer)
/s/ Robert C. Shaw* June 20, 1995
Robert C. Shaw Director
/s/ Farrokh K. Kavarana* Director June 20, 1995
Farrokh K. Kavarana
/s/ Kevin P. Lynch* Director June 20, 1995
Kevin P. Lynch
/s/ John C. Savage* Director June 20, 1995
John C. Savage
*By:/s/ Alexander M. Milley
Alexander M. Milley
Attorney-in-Fact
<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) . . .
<PAGE>
(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, 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
Exhibit 23(a)
Consent of Independent Certified Public Accountants
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Post-Effective Amendment No.
1 to form S-3 (No. 33-61712) of our report dated March 24, 1995,
appearing on page F-1 of ELXSI Corporation's Annual Report on
Form 10-K for the year ended December 31, 1994. We also consent
to the reference to us under the heading "Experts" in such
Prospectus.
PRICE WATERHOUSE LLP
Orlando, Florida
June 21, 1995
