<PAGE>
RULE 424(B)(3)
PROSPECTUS REGISTRATION NO. 33-62849
1,772,000 SHARES
WEGENER CORPORATION
COMMON STOCK
OF THE 1,772,000 SHARES OF COMMON STOCK OF WEGENER CORPORATION (THE
"COMPANY") OFFERED HEREBY, 1,700,000 SHARES ARE BEING SOLD BY CERTAIN
SHAREHOLDERS. IN ADDITION, 72,000 SHARES OF COMMON STOCK REPRESENT SHARES
UNDERLYING OUTSTANDING COMMON STOCK PURCHASE WARRANTS OR OPTIONS, AND ARE
BEING OFFERED FOR SALE TO THE PUBLIC BY THE HOLDERS OF SUCH WARRANTS AND
OPTIONS UPON THE EXERCISE THEREOF. SUCH SECURITIES ARE EXERCISABLE AT PRICES
RANGING FROM $2.4375 PER SHARE TO $3.00 PER SHARE. UNLESS THE CONTEXT
OTHERWISE REQUIRES, THE HOLDERS OF COMMON STOCK OR WARRANTS OR OPTIONS
SELLING SHARES HEREUNDER ARE HEREINAFTER COLLECTIVELY REFERRED TO AS THE
"SELLING SHAREHOLDERS." SEE "SELLING SHAREHOLDERS." THE COMPANY IS NOT
OFFERING ANY SHARES FOR SALE HEREUNDER. THE COMPANY WILL NOT RECEIVE ANY OF
THE PROCEEDS FROM THE SHARES SOLD BY THE SELLING SHAREHOLDERS.
THE COMMON STOCK IS QUOTED ON THE NASDAQ SMALL-CAP MARKET SYSTEM UNDER
THE SYMBOL "WGNR." THE LAST SALE PRICE OF THE COMMON STOCK ON JANUARY 15,
1996 AS REPORTED ON THE NASDAQ SMALL-CAP MARKET SYSTEM WAS $10.875 PER
SHARE. SEE "PRICE RANGE OF COMMON STOCK."
SEE "RISK FACTORS" ON PAGES 3 AND 4 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK
OFFERED HEREBY.
----------------
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.
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- -------------------------------------------------------------------------------
Proceeds to
Price to Underwriting Selling Proceeds to
Public Discount Shareholders(1) Company
- -------------------------------------------------------------------------------
Per Share(2) . . . . See Text See Text See Text
Below Below Below $0
- -------------------------------------------------------------------------------
Total. . . . . . . . See Text See Text See Text
Below Below Below $0
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(1) THE SELLING SHAREHOLDERS HAVE ADVISED THE COMPANY THAT THEY PROPOSE TO
OFFER FOR SALE AND TO SELL THE COMMON STOCK FROM TIME TO TIME UNTIL
JANUARY 11, 1998 THROUGH BROKERS IN THE OVER-THE-COUNTER
MARKET, IN PRIVATE TRANSACTIONS, AND OTHERWISE, AT MARKET PRICES THEN
PREVAILING OR OBTAINABLE. ACCORDINGLY, SALES PRICES AND PROCEEDS TO THE
SELLING SHAREHOLDERS WILL DEPEND UPON PRICE FLUCTUATIONS AND THE MANNER OF
SALE. IF THE COMMON STOCK IS SOLD THROUGH BROKERS, THE SELLING
SHAREHOLDERS WILL PAY BROKERAGE COMMISSIONS AND OTHER CHARGES (WHICH
COMPENSATION AS TO A PARTICULAR BROKER-DEALER MAY BE IN EXCESS OF CUSTOMARY
COMMISSIONS). EXCEPT FOR THE PAYMENT OF SUCH BROKERAGE COMMISSIONS AND
CHARGES AND THE LEGAL FEES, IF ANY, OF THE SELLING SHAREHOLDERS, THE
COMPANY WILL BEAR ALL EXPENSES IN CONNECTION WITH REGISTERING THE SHARES
OFFERED HEREBY. SUCH EXPENSES ARE ESTIMATED TO TOTAL APPROXIMATELY
$36,000. SEE "PLAN OF DISTRIBUTION."
THIS PROSPECTUS ALSO RELATES TO SUCH ADDITIONAL SHARES AS MAY BE ISSUED TO THE
SELLING SHAREHOLDERS BECAUSE OF FUTURE STOCK DIVIDENDS, STOCK DISTRIBUTIONS,
STOCK SPLITS, OR SIMILAR CAPITAL READJUSTMENTS.
THE DATE OF THIS PROSPECTUS IS JANUARY 15, 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to certain informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") and, in accordance
therewith, files reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports and other information
can be inspected and copied at the public reference facilities maintained by
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the Commission's regional offices located at 7 World Trade Center,
13th Floor, New York, New York 10048 and Northwestern Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661. Copies of such material can also be
obtained at prescribed rates by writing to the Securities and Exchange
Commission, Public Reference Section, 450 Fifth Street, N.W., Washington,
D.C. 20549. In addition, such reports, proxy statements and other
information concerning the Company may be inspected at the offices of the
National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006-1506.
The Company has filed a Registration Statement on Form S-3 (together with
all amendments and exhibits filed or to be filed in connection therewith, the
"Registration Statement") under the Securities Act of 1933, as amended, with
respect to the Common Stock offered hereby. This Prospectus does not contain
all the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. Statements contained herein concerning the provisions of
documents are necessarily summaries of such documents, and each statement is
qualified in its entirety by reference to the copy of the applicable document
filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission pursuant to
the 1934 Act are hereby incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the year ended September 1,
1995; and
2. The description of the Company's Common Stock contained in the Registration
Statement on Form 8-A of Telecrafter Corporation, predecessor to the
Company, Registration No. 0-11003 as filed with the Securities and Exchange
Commission on March 25, 1983.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act subsequent to the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the respective
dates of filing of such documents. Any statement contained 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 such statement so modified or superseded
shall not be deemed, except as so modified and superseded, to constitute a
part of this Prospectus.
The Company will provide without charge to each person to whom a Prospectus
is delivered, upon written or oral request of such person, a copy of any and
all of the information that has been incorporated by reference in this
Prospectus (excluding exhibits unless such exhibits are specifically
incorporated by reference into such documents). Please direct such requests
to the Secretary, Wegener Corporation, 11350 Technology Circle, Duluth,
Georgia 30136, telephone number (770) 623-0096.
2
<PAGE>
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, THE
FOLLOWING FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING THE COMPANY
AND ITS BUSINESS BEFORE PURCHASING ANY OF THE SHARES OF COMMON STOCK OFFERED
HEREBY.
WORKING CAPITAL REQUIREMENTS; NEED FOR ADDITIONAL FINANCING. The Company
will require additional capital or other financing to finance its operations
and continued growth. The Company may seek additional equity financing
through the issuance of Common Stock upon the exercise of outstanding
warrants and options or through the sale of securities on a public or a
private placement basis on such terms as are reasonably attainable. There
can be no assurance that the Company will be able to obtain such financing
when needed, or that if obtained, it will be sufficient or on terms and
conditions acceptable to the Company.
NO HISTORY OF PROFITABILITY. For the past five fiscal years, the Company
has not reported any profits for a full year of operations. As a
consequence, the Company had an accumulated deficit of $2,909,423 at the end
of the fiscal year ended September 2, 1994. The deficit was $2,934,389 at
June 2, 1995. There can be no certainty regarding the Company's ability to
achieve or sustain profitability in the future. Whether or not the Company
is able to operate profitably, the Company will require additional capital to
finance its operations. During the second half of fiscal 1995 (year ended
September 1, 1995) the Company issued 1.7 million shares of Common Stock in
private placements and received net proceeds of $7,662,000. The proceeds
received in the private placements as well as the Company's other current
sources of funds (including a $4.5 million revolving line of credit) are
expected to satisfy the Company's liquidity needs in the short term.
Depending on the levels of revenues and profitability in 1996, additional
funds for working capital may be needed. Management believes that the
Company's ability to continue operations is dependent upon successfully
obtaining additional funds through debt or equity financing to provide
working capital and other funds for operations, and ultimately, the
achievement of sustained profitability. There can be no assurance that the
Company will be successful in achieving these goals.
TECHNOLOGICAL CHANGE AND NEW PRODUCTS. The market for the Company's
products is characterized by rapidly changing technology, evolving industry
standards and frequent product introductions. Product introductions are
generally characterized by increased functionality and better quality,
sometimes at reduced prices. The introduction of products embodying new
technology may render existing products obsolete and unmarketable. The
Company's ability to successfully develop and introduce on a timely basis new
and enhanced products that embody new technology, and achieve levels of
functionality and price acceptable to the market will be a significant factor
in the Company's ability to grow and to remain competitive. If the Company
is unable, for technological or other reasons, to develop competitive
products in a timely manner in response to changes in the industry, the
Company's business and operating results will be materially and adversely
affected.
CONCENTRATION OF CUSTOMERS. The Company sells to a variety of domestic and
international customers on an open-unsecured account basis. The customers
principally operate in the cable television, broadcast business music,
private network and data communications industries. One customer, Glenayre
Technologies, Inc., accounted for approximately 15.0% of revenues in fiscal
1995. Sales to Muzak accounted for approximately 18.6% of revenues in fiscal
1994, and 13.3% of revenues in fiscal 1993. Sales to a relatively small
number of major customers have typically comprised a majority of the
Company's revenues. This trend is expected to continue, and there can be no
assurance that the loss of one or more of these customers would not have an
adverse effect on the Company's operations.
3
<PAGE>
DEPENDENCE ON MANAGEMENT AND KEY EMPLOYEES. The Company's development,
management of its growth and other activities depend on the efforts of key
management and technical employees, and, in particular, Robert A. Placek and
C. Troy Woodbury, Jr., the President and Chief Executive Officer and
Treasurer and Chief Financial Officer, respectively. The Company does not
have an employment agreement with either Mr. Placek or Mr. Woodbury, but
carries key man life insurance on the life of Mr. Placek in the amount of $1
million. Competition for qualified personnel is intense. The Company uses
incentives, including competitive compensation and stock option plans, to
attract and retain well-qualified employees. There can be no assurance,
however, that the Company will continue to attract and retain personnel with
the requisite capabilities and experience. The loss of one or more of the
Company's key management or technical personnel also could adversely affect
the Company. The Company does not have employment agreements with its key
management personnel or technical employees. The Company's future success is
also dependent upon its ability to effectively attract, retain, train,
motivate and manage its employees. Failure to do so could have a material
adverse effect on the Company's business and operating results.
COMPETITION. The Company competes with companies which have substantially
greater resources and a larger number of products, as well as with small
specialized companies. Competition in the emerging distance learning
industry is comprised of both established firms as well as relative
newcomers. Through relationships with satellite service providers, the
Company has positioned itself to provide end-to-end solutions to its
customers. Competition in the market for the Company's MPEG-2 broadcast
television electronics products, including digital video equipment, is driven
by timelines, performance, and price. The Company's broadcast digital video
products are transitioning to production and are aggressively priced, with
unique, desirable features. These products are physically smaller and priced
below other equivalent products on the market today. The competitive
situation for data products is significantly different than that of the
markets for other WCI products. Due to the large number of potential end
users, both small and large competitors continue to emerge. The Company
believes it has positioned itself to capitalize on the market trends in this
business through careful development of its product and market strategies,
which have proven successful in increasing revenues from this sector. In the
cable television market the Company believes that the competitive position
for its products is dominant. Products for cable television include
proprietary cueing and network control devices. Competition for radio
network products, including the Company's digital audio products, is very
aggressive and pricing is very competitive. The Company believes that its
continued success in all of its markets will depend on aggressive marketing
and product development.
NO ASSURANCE OF CONTINUED TRADING MARKET IN COMPANY SECURITIES. The
Company's Common Stock is traded on the Nasdaq SmallCap Market. There is no
assurance that a public market for the Company's Common Stock will continue
to be made or that persons purchasing the Company's securities will be able
to avail themselves of a public trading market for the Common Shares in the
future. The requirements for continued listing on the Nasdaq SmallCap Market
include that the issuer have two active market makers, total assets of at
least $2 million, capital and surplus of at least $1 million, a minimum bid
price per share of $1.00, at least 300 shareholders, and at least 100,000
publicly held shares with a market value of at least $200,000, among other
requirements. The Company currently satisfies all requirements for continued
eligibility for trading on the Nasdaq SmallCap Market. There can be no
assurance that the Company will remain in compliance with Nasdaq's continued
listing requirements. If the Common Stock is delisted by Nasdaq, the trading
market for the Common Stock will be adversely affected, as price quotations
for the Common Stock will not be as readily obtainable.
4
<PAGE>
VOLATILITY OF STOCK PRICE. The Company's Common Stock has experienced
substantial price volatility and such volatility may occur in the future,
particularly as a result of quarter to quarter variations in the actual or
anticipated financial results of the Company or other companies in the
satellite communications industry or in the markets served by the Company.
These and other factors may adversely affect the market price of the Common
Stock.
NO DIVIDENDS. The Company has never paid cash dividends on its Common
Stock and has no plans to pay cash dividends in the foreseeable future. The
policy of the Company's Board of Directors is to retain all available
earnings for use in the operation and expansion of the Company's business.
5
<PAGE>
THE COMPANY
Wegener Corporation (the "Company"), was formed in 1977 and is a Delaware
corporation. The Company conducts its continuing business through Wegener
Communications, Inc. (WCI), its wholly-owned subsidiary, and Wegener
Communications International, Inc., a wholly-owned subsidiary of WCI. The
Company's principal executive offices are located at 11350 Technology Circle,
Duluth, Georgia 30136 and its telephone number is (770) 623-0096.
WCI was formed in April 1978 and is a Georgia corporation. Its
wholly-owned subsidiary, Wegener Communications International, Inc., is a
Small Foreign Sales Corporation. WCI manufacturers and distributes satellite
communications electronics to cable television operators, radio and
television broadcasters, the business music industry and to private network
systems. Products are sold in international and domestic markets.
SATELLITE COMMUNICATIONS ELECTRONICS. WCI manufacturers electronics for the
distance learning, broadcast television and radio, cable television, business
music, private network and data communications industries. WCI services all
of the products that it sells. The Company warrants its products for a
period of one year. There are no significant outstanding warranty claims
outstanding as of September 1, 1995.
WCI manufacturers primarily high volume standard products. During fiscal
1994, the Company divested its low volume custom products operations and
entered into a distributor agreement for the sale of these products.
Throughout fiscal 1995, WCI continued to produce and develop digital
compression products. These products are in use world wide in distance
learning, radio, cable television, and private business networks. In terms
of new orders, compressed digital products are the fastest growing product
segment for the Company. Bookings for the Company's digital video products
are very strong and will more than compensate for other areas which are being
impacted due to shifts in technology. As expected, demand for the Company's
analog products have begun to decline following market demand for, and the
Company's emphasis on, digital technology.
DIGITAL COMMUNICATIONS. The demand for digital products is being driven by
the high cost of satellite capacity. Satellite capacity is scarce due to
pressures on both the supply and demand side of the market. On the supply
side, satellites are extremely expensive to launch, build, and maintain. The
useful life of a satellite is limited by the amount of positioning fuel that
can be carried. Also, the placement of satellites is regulated by the FCC
and therefore the number of satellites within range of any given location is
limited. On the demand side, the cost of receive hardware is being steadily
reduced through advancing technology. The reduction in the cost of network
hardware increases the economic feasibility of a greater number of networks.
This is evidenced by the trend in both television and radio towards
narrow-casting to well-defined market segments as opposed to broadcasting to
the general population. Digital compression technology allows a four to
ten-fold, or more, increase in the throughput of a satellite channel. For
the network it represents an opportunity to reduce the cost of satellite use.
For the satellite operator it represents an opportunity to increase the
revenue generated by an expensive asset. The market as a whole has built up
demand for digital technology which has finally arrived.
With ongoing breakthroughs in digital compression, digitized audio and video
products have become increasingly important. In 1995, WCI began delivering its
MPEG-1 digital video products under a multi-year, multi-million dollar contract
with Foundation Telecommunications, Inc. (FTI). FTI is using the WCI products
to deliver distance learning programming to universities. Also in 1995 Dow
Jones Investor
6
<PAGE>
Network and NBC Desktop Video installed WCI MEPG-1 digital video products for
use in subscription-based business information networks which deliver
compressed video to PCs.
WCI will manufacture MPEG-2 broadcast quality digital video products for
commercial program distribution. These products will be installed at video
programming origination points both at network studios and in satellite news
gathering trucks for on-location transmissions. The first orders have been
received for these products with deliveries scheduled for first quarter
fiscal 1996.
The Company's digital audio products employ MPEG digital audio compression
technology and are used to distribute radio and business music programming to
network affiliates. Orders for WCI's digital audio receiver products came
from new networks in Spain, France, Mexico, Colombia, Brazil, Finland,
Germany, Belgium, Switzerland, Singapore, and the United States.
The Company manufactures specialized data communications products used in
satellite broadcast data applications. Bookings for these products were very
strong in fiscal 1995. WCI manufactures satellite data receivers for
Glenayre Technologies which are used to expand Glenayre's paging network.
Reuters also chose WCI data equipment to expand distribution for its
international news feed.
CABLE TELEVISION PRODUCTS. WCI's products are widely employed in the cable
industry to provide a variety of audio, data, and video services to cable
subscribers. These products deliver high quality video and stereo sound to
cable headends via satellite. This includes transmission of stereo sound
associated with cable television programming, discrete audio-only services
provided to cable systems, automated program delivery for regional sports
networks, and pay-per-view movies.
A wide variety of data transmission products are used to deliver
specialized data services to cable headends and subscribers. These
applications range from data to feed news services, weather and program guide
graphics, delivery to personal computers, and control of cable subscribers'
addressable converters.
Other cable products are cue and control equipment for cable television
networks. Cueing signals are used on advertising supported networks to
permit affiliated cable systems to insert local commercials at appropriate
times. Control equipment delivers switching commands from the network to
provide program routing and blackouts.
An additional product family of the cable television segment is graphic
generators. These products deliver custom data by satellite that is
graphically displayed on a subscriber's television. Products in this area
were among the first generated by WCI. WCI has continued to add new products
to this family to meet market demand.
RADIO AND TELEVISION BROADCASTING. Broadcasters use WCI equipment to
distribute digital audio, analog audio, video, and cue/network control
signals. Satellite based radio networks use WCI products to provide program
audio and remote control of affiliate stations. Television networks use WCI
products to deliver video, stereo sound, and data, as well as network
management. Television stations use audio and data products for terrestrial
microwave and fiber optic studio-to-transmitter links.
OPTICAL FIBER AND TERRESTRIAL MICROWAVE. Most of WCI's products used on
satellite communications links are easily used on existing microwave or fiber
circuits. Typical applications are voice and data circuits that accompany a
television signal.
7
<PAGE>
BUSINESS MUSIC. This market consists of suppliers of business music to
retail restaurants, offices and retail establishments. WCI manufactures the
equipment required to transmit audio and data from the business music
supplier to the end user via satellite circuits. The equipment is controlled
by the business music supplier using WCI's network control technology.
Potential users of this WCI equipment include any business purchasing
background music, foreground music or broadcast data.
RECENT DEVELOPMENTS
Total revenues for the fiscal year ended September 1, 1995 were $19.5
million, up 18% from revenues of $16.5 million in fiscal 1994. Net earnings
and earnings per share for fiscal 1995 were $385,000 and $.05, respectively,
compared to a net loss of ($69,000) and ($.01), respectively, for fiscal
1994.
WCI's backlog was approximately $27.4 million as of September 1, 1995
compared to $10.5 million as of September 2, 1994. This backlog is the
result of positive acceptance of the Company's new digital communications
products.
USE OF PROCEEDS
All of the shares of the Common Stock registered for sale hereby are will
be offered and sold by the Selling Shareholders. Accordingly, the Company
will not receive any of the proceeds from such sales.
However, the Company has registered 72,000 shares underlying certain
outstanding Common Stock options and warrants which are exercisable at prices
ranging from $2.4375 per share to $3.00 per share. Upon exercise of the
options and warrants, the Company will receive proceeds of approximately
$200,812, which will be used for working capital.
8
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth information regarding the beneficial
ownership of the Common Stock of the Company as of December 31,
1995 and as adjusted to reflect the sale of shares offered hereby, with
respect to the Selling Shareholders.
<TABLE>
<CAPTION>
BENEFICIAL
OWNERSHIP BENEFICIAL
PRIOR TO THE NUMBER OF OWNERSHIP
OFFERING SHARES AFTER THE OFFERING
-------------------- TO BE SOLD ------------------
NAME OF BENEFICIAL OWNER SHARES PERCENT IN THE OFFERING SHARES PERCENT
- ------------------------ ------ ------- --------------- ------ -------
<S> <C> <C> <C> <C> <C>
Thomas Stafford 130,000 1.5% 75,000 55,000 *
James H. Morgan, Jr.(1) 61,000(2) * 25,000 36,000(2) *
AT&T Corporation 265,000 3.0% 265,000 0 --
Clearwater Small Cap Value Fund 76,600 * 50,000 26,600 *
Monsanto Master Fund 75,300 * 50,000 25,300 *
Andrew E. Gold 25,000 * 25,000 0 --
Paresco, Inc. 225,000 2.6% 225,000 0 --
Richard Sinise 50,000 * 50,000 0 --
Washington University 59,700 * 41,000 18,700 *
Newell Company 80,000 * 80,000 0 --
Fairfax County Public School 100,000 1.2% 100,000 0 --
Burlington Northern, Inc. 40,000 * 40,000 0 --
Tracor, Inc. 18,700 * 8,400 10,300 *
SUPERVALU, Inc. 50,280 * 9,000 41,280 *
Burroughs Wellcome Co. 34,200 * 20,000 14,200 *
Inter-Regional Financial Group 36,800 * 30,000 6,800 *
Robinson Companies Profit
Sharing Trust 26,000 * 26,000 0 --
City of Pontiac, Michigan Police
& Fire Retirement System 80,000 * 80,000 0 --
RR Donnelley & Sons 60,000 * 30,000 30,000 *
Pension Reserves Investment
Management Board 70,600 * 70,600 0 --
The Kaufmann Fund, Inc. 393,000 4.5% 393,000 0 --
Jonathan Art 7,000 * 7,000 0 --
Desmond Towey & Associates(3) 27,000(4) * 27,000 0 --
Andrew E. Gold 11,250(5) * 11,250 0 --
Mitchell A. Metzman 11,250(5) * 11,250 0 --
Steven T. Newby 22,500(5) * 22,500 0 --
</TABLE>
- ---------------------
* Less than 1%.
(1) Mr. Morgan is a director of the Company, and is a partner of
Smith, Gambrell & Russell, counsel to the Company, which receives
legal fees for services rendered.
(2) Includes 8,000 shares subject to non-qualified stock options.
(3) Desmond Towey & Associates provides ongoing shareholder relations
services to the Company.
(4) These shares represent shares underlying a non-qualified stock option.
(5) These shares represent shares underlying Common Stock purchase warrants.
9
<PAGE>
PLAN OF DISTRIBUTION
Of the 1,772,000 shares of Common Stock being offered hereby for the
benefit of the Selling Shareholders, 1,700,000 shares were originally issued
by the Company in private placements to "accredited investors" pursuant to
Regulation D promulgated by the Securities and Exchange Commission, which was
completed in August 1995, and 72,000 shares underlie warrants or options to
purchase Common Stock of the Company. The Company has agreed to register the
shares for resale by the Selling Shareholders. The Company will not receive
any of the proceeds from the sale of such shares by the Selling Shareholders.
The Selling Shareholders have advised the Company that they propose to
offer for sale and to sell Common Stock from time to time during the next
twenty-four months through brokers in the over-the-counter market, in private
transactions, or otherwise, at market prices prevailing at the time of sale
or at prices and terms then obtainable, in block transactions, negotiated
transactions, or otherwise. Accordingly, sales prices and proceeds to the
Selling Shareholders will depend upon market price fluctuations and the
manner of sale.
If the shares are sold through brokers, the Selling Shareholders will pay
brokerage commissions and other charges, including any transfer taxes (which
compensation as to a particular broker-dealer might be in excess of customary
commissions). The Selling Shareholders will also pay the fees and expenses
of any counsel retained by them in connection with this offering. Except for
the payment of such legal fees and expenses, brokerage commissions and
charges, the Company will bear all expenses in connection with registering
the shares offered hereby, which registration expenses are estimated to total
approximately $36,000.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Smith, Gambrell & Russell, Atlanta, Georgia.
EXPERTS
The financial statements and schedules incorporated by reference in this
Prospectus have been audited by BDO Seidman, LLP, independent certified
public accountants, to the extent and for the periods set forth in their
reports incorporated herein by reference, and are incorporated herein in
reliance upon such reports given upon the authority of said firm as experts
in accounting and auditing.
10
<PAGE>
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NO DEALER, REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING
SHAREHOLDERS OR BY THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
DATE SUBSEQUENT TO THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OFFERED
HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS
NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION.
-------------------------
TABLE OF CONTENTS
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PAGE
----
AVAILABLE INFORMATION . . . . . . . . . 2
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE . . . . . . . . 2
RISK FACTORS . . . . . . . . . . . . . 3
THE COMPANY . . . . . . . . . . . . . . 6
RECENT DEVELOPMENTS . . . . . . . . . . 8
USE OF PROCEEDS . . . . . . . . . . . . 8
SELLING SHAREHOLDERS . . . . . . . . . 9
PLAN OF DISTRIBUTION . . . . . . . . . 10
LEGAL MATTERS . . . . . . . . . . . . . 10
EXPERTS . . . . . . . . . . . . . . . . 10
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1,772,000 SHARES
WEGENER
CORPORATION
COMMON STOCK
-------------------------
PROSPECTUS
-------------------------
JANUARY 15, 1996
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II-1
