<PAGE> 1
As filed with the Securities and Exchange Commission on May , 2000
Registration No.
-----------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERFACE SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Michigan 38-1857379
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5855 Interface Drive
Ann Arbor, Michigan 48103
(734) 769-5900
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Robert A. Nero
President and Chief Executive Officer
5855 Interface Drive
Ann Arbor, Michigan 48103
(734) 769-5900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
copy to:
Jin-Kyu Koh, Esq.
Dykema Gossett PLLC
400 Renaissance Center
Detroit, MI 48243
(313) 568-6800
Approximate date of commencement of proposed sale to public: From
time to time after this Registration Statement is declared effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or investment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or reinvestment plans, please check the following box. [X]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of Securities Proposed Maximum
To Be Registered Aggregate Amount of
Offering Price Registration Fee(1)
Common Stock, $ 30,000,000 $ 7,920
no par value
(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457 under the Securities Act.
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 or until this registration statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED _______, 2000
PROSPECTUS
INTERFACE SYSTEMS, INC.
$30,000,000 Aggregate Amount of Common Stock
-------------------------
The Offering
Under this prospectus we may offer an undetermined number of shares having an
aggregate offering price of $30,000,000. We will provide specific terms for the
sale of the common stock, such as the number of shares offered and the price per
share, in supplements to this prospectus. You should read this prospectus and
the applicable prospectus supplement carefully before you invest.
-------------------------
This investment involves a high degree of risk.
See "Risk Factors" in the supplement to this prospectus
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is June __, 2000
<PAGE> 3
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TABLE OF CONTENTS
-------------------------
About this Prospectus ........................................ 1
Prospectus Summary ........................................... 1
The Offering ................................................. 2
Risk Factors ................................................. 2
Use of Proceeds .............................................. 2
Dividend Policy .............................................. 2
Plan of Distribution ......................................... 2
Legal Matters ................................................ 4
Experts ...................................................... 4
Available Information ........................................ 4
Statements Regarding Forward-Looking Information ............. 6
<PAGE> 4
ABOUT THIS PROSPECTUS
Unless the context requires otherwise, the terms, "we," "our,"
"us", the "company," and Interface refers to Interface, Systems, Inc., a
Michigan corporation.
This prospectus is part of a registration statement that we filed
with the Securities and Exchange Commission using a "shelf" registration
process. Under this shelf process we may issue shares of common stock having an
aggregate offering price of up to $30,000,000, in one or more offerings. This
prospectus provides you with a general description of the common stock we may
offer. Each time we sell common stock, we will provide a prospectus supplement
that will contain specific information about the terms of that offering. The
prospectus supplement also may add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described under the heading
"Available Information." We may only use this prospectus to sell securities if
it is accompanied by a prospectus supplement.
The registration statement that contains this prospectus,
including the exhibits to the registration statement, contains additional
information about us and the securities offered under this prospectus. That
registration statement can be read at the Securities and Exchange Commission's
web site or at the Securities and Exchange Commission's offices mentioned under
the heading "Available Information."
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this
prospectus or incorporated by reference into this prospectus as further
described above under "Available Information." This summary does not contain all
the information that you should consider before investing in the securities
being offered by this prospectus. You should carefully read the entire
prospectus, the documents incorporated by reference into this prospectus and the
prospectus supplement relating to the securities that you propose to buy,
especially any description of investment risks that we may include in the
prospectus.
We have manufactured computer hardware since 1969 and we are
currently completing a transition plan to change the focus of our business from
the manufacturing of printers, circuit boards and peripheral computer hardware
to the development and marketing of higher margin and higher growth software
solutions. As part of our transition process, we have discontinued several
non-strategic components of our business related to the distribution, design and
manufacturing of computer hardware. Our current business organization consists
of two software solutions groups: L2i (TM), which stands for "Legacy to
Internet" and Cleo. Our executive offices are located at 5855 Interface Drive,
Ann Arbor, Michigan 48103 and the telephone number is (734) 769-5900.
Our L2i (TM) solutions integrate legacy systems with the Internet
by transforming and distributing data from mainframe computers. We specialize in
electronic delivery of statements and other legacy data to the Internet, fax,
e-mail and other destinations, as well as Internet bill presentment and document
server technology. This product was developed from our core competency; MyCopy
(TM) and e-bill Bridge (TM) software products are built on the Document Server
platform and expertise.
The Cleo solutions assist companies with the connection of their
personal computers to legacy mainframes. This product group is also used to
manage communications and to transport files from the mainframe to Electronic
Data Interchange or e-commerce networks.
Our customers include Fortune 100 companies, partners,
distributors and independent software vendors. We sell our products domestically
utilizing direct advertising, sales personnel and distributors. We have sales
offices and personnel in Ann Arbor, Michigan; Boston, Massachusetts; Loves Park,
Illinois; and Chadds Ford Pennsylvania.
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THE OFFERING
The shares that may be offered under this prospectus will
represent approximately __% of our outstanding shares of common stock as of
June __, 2000. These shares may be offered on a continuous basis under Rule 415
under the Securities Act of 1933.
<TABLE>
<S> <C>
Common stock offered by Interface: _______ shares
Common stock to be outstanding after
the offering: _______ shares
Use of Proceeds For working capital and general
corporate purposes. See "Use of
Proceeds."
Nasdaq National Market Symbol INTF
</TABLE>
RISK FACTORS
An investment in the common stock involves a high degree of risk.
You should carefully consider the information contained under the heading "Risk
Factors" in the applicable supplement to this prospectus before investing in our
common stock. Our business and results of operations could be seriously harmed
by any of the risks described in the applicable supplement to this prospectus.
The trading price of our common stock could decline due to any of these risks
and you may lose all or part of your investment.
USE OF PROCEEDS
Unless otherwise indicated in the applicable supplement to this
prospectus, the net proceeds from the sale of common stock offered under this
prospectus will be added to our general funds and may be used:
- - for working capital to fund operations including increased
operating expenses, staffing and marketing efforts as we complete
our transition from hardware manufacturing and distribution to the
development and marketing of software solutions; and
- - for general corporate purposes.
DIVIDEND POLICY
Under the terms of our credit facility, we are prohibited from
paying cash dividends. We anticipate that we will continue to retain any
earnings for use in the operation of our business and do not currently intend
to pay dividends.
PLAN OF DISTRIBUTION
We may issue shares of common stock through underwriters, dealers
or agents, directly to one or more purchasers, or by means of both of these
methods. We may distribute common stock from time to time in one or more
transactions at a fixed price or prices (which may be changed from time to
time), at market prices prevailing at the time of sale, at prices related to
these prevailing market prices, or at negotiated prices.
Regardless of the method we use to sell our common stock, we will
provide a prospectus or prospectus supplement pursuant to Rule 424(b) under the
Securities Act of 1933 (the "Securities Act") that will disclose:
- the identity of any underwriters, dealers, agents or
investors who purchase common stock, as required;
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- the number of shares sold, the public offering price and
consideration paid, and the proceeds we will receive from
the sale;
- the amount of any compensation, discounts or commissions to
be received by underwriters, dealers or agents;
- the terms of any indemnification provisions, including
indemnification from liabilities under the federal
securities laws; and
- any other material terms of the distribution of the common
stock.
USE OF UNDERWRITERS AND AGENTS. Only underwriters named in a
prospectus or prospectus supplement, if any, are underwriters of the common
stock offered with that prospectus or prospectus supplement. If underwriters are
used in the sale, they will acquire the common stock for their own account and
may resell the common stock from time to time in one or more transactions at a
fixed public offering price or at varying prices determined at the time of sale.
We may offer the common stock to the public through underwriting syndicates
represented by managing underwriters or by underwriters without a syndicate.
Subject to certain conditions, the underwriters will be obligated to purchase
all the common stock offered by the prospectus supplement in which they are
named, if any. Any public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may change from time to time.
We may sell the common stock through agents we designate from time
to time. We will name any agent involved in the offering and sale of common
stock and, in the prospectus supplement, we will describe any commissions we
will pay the agent. Unless the prospectus supplement states otherwise, our agent
will act on a best-efforts basis for the period of appointment.
We may authorize agents or underwriters to solicit offers by
certain types of institutional investors to purchase the common stock from us at
the public offering price set forth in the prospectus supplement pursuant to
delayed delivery contracts providing for payment and delivery on a specified
date in the future. We will describe the conditions to these contracts and the
commissions we must pay for solicitation of these contracts in the prospectus
supplement.
In connection with the sale of the common stock offered with this
prospectus, underwriters, dealers or agents may receive compensation from us or
from purchasers of the common stock for whom they may act as agents, in the form
of discounts, concessions or commissions. Agents and underwriters may engage in
transactions with us, or perform services for us, in the ordinary course of
business.
SALES DIRECTLY TO PURCHASERS. We may enter into agreements
directly with one or more purchasers. Such agreements may provide for the sale
of our common stock at a fixed price, based on the market price of the common
stock or otherwise. Alternatively, such agreements may provide for the sale of
common stock over a period of time by means of draw downs at our election which
the purchaser would be obligated to accept under specified conditions. Under
this form of agreement, we may sell common stock at a per share purchase price
which is discounted from the market price. Such agreements may also provide for
sales of common stock based on combinations of or variations from these methods.
DEEMED UNDERWRITERS. The underwriters, dealers, agents or
purchasers that participate in the distribution of the common stock may be
deemed to be underwriters under the Securities Act. Broker-dealers or other
persons acting on behalf of parties that participate in the distribution of the
common stock may also be deemed to be underwriters. Any discounts or commissions
received by them and any profit on the resale of the common stock received by
them may be deemed to be underwriting discounts and commissions under the
Securities Act. Anyone deemed to be an underwriter under the Securities Act may
be subject to statutory liabilities, including Sections 11, 12 and 17 of the
Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934 (the
"Exchange Act").
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Underwriters or purchasers that would be deemed underwriters under
the Securities Act, and their pledgees, donees, transferees and other subsequent
owners, may offer the common stock at various times in the over-the-counter
market or in privately negotiated transactions, at a fixed price or prices
(which may be changed from time to time), prevailing market prices at the time
of sale, at prices related to those prevailing market prices, or at negotiated
prices. These sales may be made according to one or more of the following
methods:
- ordinary brokerage transactions and transactions in which
the broker solicits purchasers;
- block trades in which the broker or dealer so engaged will
attempt to sell the common stock as agent but may position
and resell a portion of the block as principal in order to
facilitate the transaction;
- purchases by a broker or dealer as principal and resale by
the broker or dealer for its account as allowed under this
prospectus, including resale to another broker or dealer;
- exchange distributions under the rules of the exchange;
- negotiated transactions between sellers and purchasers
without a broker-dealer; and
- by writing options.
These underwriters or purchasers may also sell the common stock under Rule 144,
instead of under this prospectus, if Rule 144 is available for those sales.
Underwriters and purchasers that are deemed underwriters under the
Securities Act may engage in transactions that stabilize, maintain or otherwise
affect the price of the common stock, including the entry of stabilizing bids or
syndicate covering transactions or the imposition of penalty bids. Such
purchasers will be subject to the applicable provisions of the Securities Act
and Exchange Act and the rules and regulations thereunder, including Rule 10b-5
and Regulation M. Regulation M may restrict the ability of any person engaged in
the distribution of the common stock to engage in market-making activities with
respect to the common stock. In addition, the anti-manipulation rules under the
Exchange Act may apply to sales of the common stock in the market. All of the
foregoing may affect the marketability of the common stock and the ability of
any person to engage in market-making activities with respect to the common
stock.
EXPENSES ASSOCIATED WITH REGISTRATION. We are paying substantially
all of the expenses of registering the common stock under the Securities Act and
of compliance with blue sky laws, including registration and filing fees,
printing and duplication expenses, administrative expenses and our legal and
accounting fees. We estimate these expenses to be approximately $65,420.
INDEMNIFICATION AND CONTRIBUTION. We may provide agents,
underwriters or purchasers with indemnification against civil liabilities,
including liabilities under the Securities Act, or contribution with respect to
payments that the agents, underwriters or purchasers may make with respect to
such liabilities.
LEGAL MATTERS
Dykema Gossett PLLC will provide us with an opinion as to the
legality of the common stock that may be offered with this prospectus.
EXPERTS
The financial statements and schedules incorporated by reference
in this prospectus and elsewhere in the registration statement have been audited
by Arthur Andersen LLP, independent public accountants, as indicated
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in their reports with respect thereto, and are included herein in reliance upon
the authority of said firm as experts in auditing and accounting in giving said
reports.
AVAILABLE INFORMATION
We are required to file annual, quarterly and current reports,
proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any documents filed by us at the Security and
Exchange Commission's public reference room at 450 Fifth Street, N.W.,
Washington D.C. 20549. Please call the Securities and Exchange Commission at
1-800-SEC-0330 for further information on the public reference room. Our filings
with the Securities and Exchange Commission are also available to the public
through the Securities and Exchange Commission's Internet site at
http://www.sec.gov.
We have filed a registration statement on Form S-3 with the SEC
relating to the securities covered by this prospectus. This prospectus is a part
of the registration statement and does not contain all of the information in the
registration statement. Whenever a reference is made in this prospectus to a
contract or other document of ours, please be aware that the reference is only a
summary and that you should refer to the exhibits that are a part of the
registration statement for a copy of the contract or other document. You may
review a copy of the registration statement at the Securities and Exchange
Commission's public reference room in Washington D.C., as well as through the
Securities and Exchange Commission's Internet Web site.
The Securities and Exchange Commission's rules allow us to
"incorporate by reference" information into this prospectus. This means that we
can disclose important information to you by referring you to another document.
Any information referred to in this way is considered part of this prospectus
from the date we file that document. Any reports filed by us with the Securities
and Exchange Commission after the date of this prospectus and before the date
that the offering of the securities by means of this prospectus is terminated
will automatically update and, where applicable, supersede any information
contained in this prospectus or incorporated by reference in this prospectus.
We incorporate by reference into this prospectus the following
documents or information filed with the Securities and Exchange Commission:
(a) All documents filed by Interface Systems, Inc. under
Sections 13(a), 13(c), 14 or 15(d) of the Security Exchange
Act of 1934 after the date of the initial registration
statement and before effectiveness of the registration
statement, and after the date of this prospectus and before
the termination of this offering.
(b) Quarterly Report on Form 10-Q for the quarter ended March
31, 2000;
(c) Definitive Proxy Statement dated January 21, 2000;
(d) Quarterly Report on Form 10-Q for the quarter ended
December 31, 1999;
(e) Current Report on Form 8-K dated December 22, 1999; and
(f) Annual Report on Form 10-K for the year ended September 30,
1999;
We will provide without charge to each person, including any
beneficial owner, to whom this prospectus is delivered, upon his or her written
or oral request, a copy of any or all documents referred to above which have
been incorporated by reference into this prospectus, excluding exhibits to those
documents. You can request those documents from Brian D. Brooks, 5855 Interface
Drive, Ann Arbor, Michigan 48103, telephone number: (734) 769-5900.
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STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
This document and the documents incorporated in this document by
reference contain forward-looking statements within the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995 with respect to our
financial condition, results of operations and business. Words such as
"anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates"
and similar expressions identify forward-looking statements. These
forward-looking statements are not guarantees of future performance and are
subject to certain risks and uncertainties that could cause actual results to
differ materially from the results contemplated by the forward-looking
statements. The sections entitled "Risk Factors" that appear in the prospectus
supplement accompanying this prospectus describe some, but not all, of the
factors that could cause these differences.
[Interface Systems, Inc. Logo]
------------------------
Prospectus
June __, 2000
-----------------------
You should rely only on the information contained in or
specifically incorporated by reference into this prospectus. We have not
authorized anyone to provide you with information different form that contained
in this prospectus. We are offering to sell, and seeking offers to buy, shares
of common stock only in the jurisdictions where offers and sales are permitted.
The information contained in this prospectus is accurate only as of the date of
this prospectus, regardless of the time of delivery of this prospectus or of any
sale of common stock.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following statement sets forth the estimated amounts of
expenses in connection with the sale of the common stock being registered. All
of the expenses listed below will be paid for by Interface Systems, Inc. All
amounts are estimated except the SEC registration fee.
<TABLE>
<S> <C>
SEC Registration Fee .................................................$ 7,920
Nasdaq National Market Listing fee ...................................$17,500
Accounting Fees and Expenses .........................................$ 2,500
Legal Fees and Expenses ..............................................$35,000
Miscellaneous Expenses................................................$ 2,500
------
Total Expenses .......................................................$65,420
======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Michigan Business Corporation Act authorizes empowers Michigan
corporations to indemnify directors and officers who, in connection with serving
as an officer or director of a corporation, are made a party to a civil,
criminal, administrative or investigative action, suit or proceeding. The
indemnification may include payment by the corporation of expenses, judgments,
fines and amounts paid in settlement with respect to any such action, suit or
proceeding brought against an officer or director. Indemnification may be made
only where the officer
<PAGE> 11
or director acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation or its
shareholders. In the case of a criminal action or proceeding, the officer or
director must have had no reasonable cause to believe his or her conduct was
unlawful. If a person is successful in defending against a derivative action or
third-party action, the Michigan Business Corporation Act requires that a
Michigan corporation indemnify the person against expenses incurred in the
action.
The Michigan Business Corporation Act empowers Michigan
corporations to provide indemnity against amounts paid in settlement and
expenses incurred by an officer or director in actions or suits brought by or on
behalf of the corporation
- unless the officer or director is adjudged to be liable to the
corporation; or
- unless and only to the extent that, a court determines that in
light of all the circumstances of the case, the officer or
director is fairly and reasonably entitled to indemnity
despite the adjudication of the liability.
The Registrant's Bylaws generally require the Company to indemnify
its directors and officers to the fullest extent permissible under Michigan law
and require the advancement and reimbursement of expenses under certain
circumstances. The Bylaws also establish a procedure determining when
indemnification is proper.
The Michigan Business Corporation Act permits Michigan
corporations to limit the personal liability of directors for a breach of their
fiduciary duty. The Registrant's Articles of Incorporation limit liability to
the maximum extent permitted by law and provide that a director of the Company
shall not be personally liable to the Registrant or its shareholders for
monetary damages for breach of the director's fiduciary duty. However, the
Michigan Business Corporation Act and the Articles of Incorporation do not
eliminate or limit the liability of a director for any of the following:
- a breach of the director's duty of loyalty to the Registrant
or its shareholders;
- acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law;
- declaration of a unlawful dividend, stock purchase or
redemption;
- a transaction from which the director derives an improper
personal benefit; and
- an act or omission occurring prior to the date when the
provision becomes effective.
As a result of the law and the provisions in the Registrant's
Articles of Incorporation and Bylaws described above, the shareholders of the
Registrant may be unable to recover monetary damages against directors for
actions which constitute negligence or gross negligence or which are in
violation of the fiduciary duties of the directors. Shareholders may, however,
be able to obtain injunctive or other equitable relief with respect to such
actions.
The Registrant maintains directors' and officers' liability
insurance which insures the directors and officers against certain expenses and
liabilities incurred in connection with the defense of certain claims, actions,
suits or proceedings brought against them by reason of being or having been
directors or officers.
<PAGE> 12
ITEM 16. EXHIBITS
Exhibit No. Description of Exhibits
- ----------- -----------------------
1.1 Form of Underwriting Agreement(s)*
3.1 The Registrant's Articles of Incorporation, as amended --
incorporated by reference to Exhibit 3 to the Registrant's
Form 10-Q Report for the quarter ended March 31, 1998.
3.2 The Registrant's Bylaws, as amended -- incorporated by
reference to Exhibit 3(ii) to the Registrant's Form 10-Q
for the quarter ended March 31, 1998.
5.1 Opinion of Dykema Gossett PLLC.**
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Dykema Gossett PLLC (Reference is made to
Exhibit 5.1.)
24.1 Power of Attorney (included on signature page)
- --------------------
* If the Registrant enters into any underwriting agreements, the
Registrant will file such agreement(s) by amendment or by a report
on Form 8-K pursuant to Item 601 of Regulation S-K.
** To be filed in a supplement to this prospectus.
<PAGE> 13
ITEM 17. UNDERTAKINGS
The 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;
(b) to reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
and
(c) to include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that (a) and (b) do not apply if the
information required to be included in a post-effective
amendment by (a) and (b) is contained in periodic reports
filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration
statement.
(2) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
For purposes of determining any liability under the Securities
Act:
(1) Each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(2) Each filing of the Registrant's annual report pursuant to
Section 13 (a) of Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating
to the securities offered in the registration statement,
and the offering of the securities at that time shall be
deemed to be the initial bona fide offering of those
securities.
(3) Each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration
statement relating to the new securities offered therein,
and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(4) The information omitted from the form of prospectus filed
as part of this registration statement in reliance upon
Rule 430A and contained in a form of prospectus filed by
the Registrant pursuant to Rule 424 (b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared
effective.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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 securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE> 14
SIGNATURES
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 caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ann Arbor, State of Michigan on the 15th day of
May, 2000.
INTERFACE SYSTEMS, INC.
/s/ Robert A. Nero
--------------------------------
Robert A. Nero, President and
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons and in the
capacities and on the dates indicated.
<TABLE>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Robert A. Nero President, May 15, 2000
- -------------------- Chief Executive Officer
Robert A. Nero and Director (Principal
Executive Officer)
/s/ Brian D. Brooks Vice President and May 15, 2000
- -------------------- Chief Financial Officer
Brian D. Brooks (Principal Financial and
Accounting Officer)
/s/ Garnel F. Graber Chairman and Director May 15, 2000
- --------------------
Garnel F. Graber
/s/ David C. Seigle Director May 15, 2000
- --------------------
David C. Seigle
/s/ Lloyd A. Semple Director May 15, 2000
- --------------------
Lloyd A. Semple
</TABLE>
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibits
- ----------- -----------------------
<S> <C>
1.1 Form of Underwriting Agreement(s)*
3.1 The Registrant's Articles of Incorporation, as amended --
incorporated by reference to Exhibit 3 to the Registrant's
Form 10-Q Report for the quarter ended March 31, 1998.
3.2 The Registrant's Bylaws, as amended -- incorporated by
reference to Exhibit 3(ii) to the Registrant's Form 10-Q for
the quarter ended March 31, 1998.
5.1 Opinion of Dykema Gossett PLLC.**
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Dykema Gossett PLLC (Reference is made to
Exhibit 5.1.)
24.1 Power of Attorney (included on signature page)
</TABLE>
- --------------------
* If the Registrant enters into any underwriting agreements, the
Registrant will file such agreement(s) by amendment or by a report on
Form 8-K pursuant to Item 601 of Regulation S-K.
** To be filed in a supplement to this prospectus.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report dated October 29, 1999, except with
respect to the matter discussed in Notes 12 and 14, as to which the date is
December 22, 1999), included in Interface Systems, Inc.'s Form 10-K for the year
ended September 13, 1999 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Ann Arbor, Michigan
May 12, 2000
