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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 21, 1997
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WEGENER CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 81-0371341
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11350 TECHNOLOGY CIRCLE
DULUTH, GEORGIA 30136
(770) 623-0096
(Address, including zip code, and telephone
number, including area code, of
Registrant's principal executive
offices)
ROBERT A. PLACEK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
11350 TECHNOLOGY CIRCLE
DULUTH, GEORGIA 30136
(770) 623-0096
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
HELEN T. FERRARO, ESQ.
SMITH, GAMBRELL & RUSSELL, LLP
3343 PEACHTREE ROAD, N.E., SUITE 1800
ATLANTA, GEORGIA 30326
(404) 264-2620
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. |_|
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Each Class Amount to be Offering Price Per Aggregate Offering Registration
of Securities to be Registered Registered (1) Share (2) Price (2) Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share 2,530,000 shares $1.6565 $4,190,945 $1,270
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(1) The shares of Common Stock being registered hereby are issuable upon
conversion of the Registrant's 8% Convertible Debentures Due 1999 (the
"Debentures"). Because the Debentures carry a variable conversion rate
that fluctuates with the market price of the Company's Common Stock, the
aggregate number of shares being registered on this Registration
Statement constitutes the Company's reasonable estimate of the maximum
number of shares that may be needed upon conversion. Pursuant to Rule
416, the Registration Statement also covers such indeterminate number of
additional shares of Common Stock as may become issuable on conversion
of the Debentures as a result of any future adjustments in the
conversion price in accordance with the terms of the Debentures.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c).
--------------------------------------------
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus,
which constitutes part of this Registration Statement, also relates to
an aggregate of 1,150,000 shares of Common Stock registered on a
registration statement on Form S-3, Registration No. 333-08017.
--------------------------------------------
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.
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PROSPECTUS
1,137,768 SHARES
WEGENER CORPORATION
COMMON STOCK
The shares of Common Stock, $0.01 par value per share (the "Common Stock"),
of Wegener Corporation (the "Company") covered by this Prospectus are shares
which may be offered and sold (the "Offering"), from time to time, by certain
shareholders of the Company (collectively, the "Selling Shareholders"). See
"Selling Shareholders." The shares of Common Stock covered by this Prospectus
are issuable to the Selling Shareholders upon conversion of the Company's 8%
Convertible Debentures Due 1999 (the "Debentures"). All of the shares covered
hereby will only be sold by the Selling Shareholders. This Prospectus does not
purport to cover the initial issuance by the Company of the shares of Common
Stock upon conversion of the Debentures, but only the reoffer and resale of such
shares by the Selling Shareholders. The Company will not receive any of the
proceeds from the shares sold by the Selling Shareholders.
The Selling Shareholders may from time to time sell the shares of Common
Stock covered by this Prospectus to or through one or more underwriters, and may
also sell shares of Common Stock directly to other purchasers or through agents,
on the Nasdaq Small-Cap Market in ordinary brokerage transactions, in negotiated
transactions, or otherwise, at market prices prevailing at the time of sale, at
prices related to the then prevailing market price or at negotiated prices. See
"Plan of Distribution."
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 May 19, 1997 as
reported on the Nasdaq Small-Cap Market System was $1.9375 per share. See "Price
Range of Common Stock."
SEE "RISK FACTORS" ON PAGES 3 THROUGH 6 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.
<TABLE>
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==========================================================================================================
Proceeds to
Price to Underwriting Selling Proceeds to
Public Discount Shareholders(1) Company
<S> <C> <C> <C> <C>
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See Text See Text See Text
Per Share(1).......................... Below Below Below $0
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See Text See Text See Text
Total................................. Below Below Below $0
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</TABLE>
(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 May 31,
1999 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 $22,000. 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 May ___, 1997
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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 Seven World Trade Center, 13th Floor, New York, New
York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can 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. The Commission also maintains a
World Wide Web site, containing such reports, proxy and information statements
and other information regarding the Company, at http://www.sec.gov. 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 (the
"Securities Act"), 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 August 30,
1996;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended November
29, 1996;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended February
28, 1997;
4. 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 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.
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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.
EXCEPT FOR HISTORICAL INFORMATION CONTAINED IN THIS PROSPECTUS AND IN THE
DOCUMENTS INCORPORATED IN THIS PROSPECTUS BY REFERENCE, THE MATTERS DISCUSSED
HEREIN AND THEREIN CONTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. POTENTIAL RISKS AND
UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, ECONOMIC CONDITIONS, PRODUCT
DEMAND, GOVERNMENTAL AND TECHNOLOGICAL FACTORS, COMPETITIVE PRODUCTS AND OTHER
RISKS DETAILED HEREIN AND IN THE COMPANY'S SECURITIES AND EXCHANGE COMMISSION
FILINGS.
Working Capital Requirements; Need for Additional Financing. The Company
may require additional capital or other financing to finance its operations and
growth. 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. During May 1996, the Company issued
$5,000,000 aggregate principal amount of 8% Convertible Debentures due 1999,
also in a private placement. The proceeds received in the private placements as
well as the Company's other current sources of funds (including a $7.5 million
revolving line of credit and a $1.0 million equipment term loan) are expected to
satisfy the Company's liquidity needs in the short term. Depending on the levels
of revenues and profitability for the remainder of fiscal 1997 and in fiscal
1998, additional funds for working capital may be required. To provide such
working capital, the Company may seek additional debt financing or 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.
Limited History of Profitability and Fluctuations in Operating Results.
Over the past five fiscal years, the Company has reported positive net income
only in fiscal 1995 and 1996. As a result, the Company had an accumulated
deficit of $1,068,475 at the end of the fiscal year ended August 30, 1996 and as
of February 28, 1997, had an accumulated deficit of $937,997. There can be no
certainty regarding the Company's ability to achieve or sustain profitability in
the future. In addition, the Company reported net earnings of $304,206 for the
first quarter of fiscal 1997 and a net loss of $173,728 for the second quarter
of fiscal 1997. The Company expects that there may be continued fluctuations in
the Company's revenues and operating results from quarter to quarter due to
several factors, including the timing of significant orders from customers and
the timing of new product introductions by the Company. Such quarterly
fluctuations could have an adverse effect on the Company's profitability for a
particular fiscal year.
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.
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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. In fiscal 1996 and during the six
months ended February 28, 1997, sales to Ascent Network Services, Inc. accounted
for approximately 14.2% and 12.0% of the Company's revenues, respectively. In
fiscal 1995, Glenayre Technologies, Inc., accounted for approximately 15.0% of
revenues and in fiscal 1994 sales to Muzak accounted for approximately 18.6% of
revenues. 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. In
addition, as of August 30, 1996, two customers accounted for 34.6% and 10.8%,
respectively, of the Company's accounts receivable and as of February 28, 1997,
two customers accounted for 24.0% and 13.2%, respectively, of the Company's
accounts receivable. The inability of any of such customers to pay the Company
could have a material adverse affect on the Company's business and results of
operations.
Sources and Availability of Raw Materials. Raw materials consist of passive
electronic components, electronic circuit boards and fabricated sheet metal. The
Company purchases approximately one-half of its raw materials from direct
dealers and the other half is purchased from distributors. Passive and active
components include parts such as resistors, integrated circuits and diodes. The
Company uses approximately ten distributors to supply its electronic components.
Direct sources provide sheet metal, electronic circuit boards and other
materials built to specifications. The Company maintains relationships with
almost twenty direct dealers. Most of the Company's materials are available from
a number of different suppliers, however, certain components used in existing
and future products are currently available from single or limited sources.
Although the Company believes that all single-source components currently are
available in adequate quantities, there can be no assurance that shortages or
unanticipated delivery interruptions will not develop in the future. Any
disruption or termination of supply of certain single-source components could
have an adverse effect on the Company's business and results of operations.
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 the 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 $2 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 than the Company, 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 timeliness,
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performance, and price. Although design improvements continue, the Company is
delivering its broadcast digital video products which 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. In addition, the Company is
beginning to market digital video products to cable networks, but, because the
Company is still a relative newcomer to cable program distribution, competition
in this segment will be primarily against larger, more established entities.
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 Stock 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, which would likely have a material adverse effect
on the market price of the Common Stock.
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.
Shares Eligible for Future Sale. The Company currently has 9,625,679 shares
of Common Stock outstanding. Of these shares, a total of 7,892,208 are eligible
for sale in the open market without restriction under the Securities Act of
1933, as amended (the "Securities Act"), except to the extent any shares are
purchased by "affiliates" (as that term is defined under the Securities Act) of
the Company. The remaining 1,733,471 shares of Common Stock are "restricted
securities" as that term is defined in Rule 144 promulgated under the Securities
Act, all of which are currently eligible for sale in the public market subject
to certain volume limitations as set forth under Rule 144. Because the
Debentures carry a variable conversion rate that fluctuates with the market
price of the Company's Common Stock, it is not possible to currently quantify
the precise number of shares to be issued upon future conversion. Accordingly,
the Company has registered an aggregate 3,680,000 shares for resale which
constitutes management's estimate of the maximum number of shares to be issued
upon conversion, giving effect to possible fluctuations in the market price of
the Common Stock. As of May 13, 1997, 840,389 of the 3,680,000 shares registered
for resale had been issued upon conversion of Debentures and are eligible for
sale in the open market. All of the remaining 2,839,611 shares, of which the
1,137,768 shares
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offered hereby constitute a part, will be eligible for sale in the open market
without restriction upon completion of this offering. Additional shares of
Common Stock, including shares issuable upon exercise of options to purchase
Common Stock, will also become eligible for sale in the public market from time
to time. Following this offering, sales and potential sales of substantial
amounts of the Company's Common Stock in the public market pursuant to Rule 144
or otherwise could adversely affect the prevailing market prices for the Common
Stock and impair the Company's ability to raise additional capital through the
sale of equity securities.
Conversion at Discount to Market Price of Common Stock. The shares of
Common Stock offered hereby will be issued to the Selling Shareholders upon
conversion of the Debentures. Such conversion will be at a discount to the
market price of the Common Stock prevailing at the time of such conversion. The
shares may be resold by the Selling Shareholders to the public at the prevailing
market price. See "Selling Shareholders."
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 were no significant warranty claims outstanding as of February
28, 1997.
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 1996 and the first six months of fiscal 1997, 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 expected to increase and management believes they
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
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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. WCI manufactures MPEG-2
broadcast quality digital video products for commercial program distribution.
During the fourth quarter of fiscal 1996 WCI received an order for its MPEG-2
products for use by NBC in the MSNBC network. A significant portion of the order
was delivered during the fourth quarter and the remainder was delivered during
the first quarter of fiscal 1997. The order comprised over 450 satellite
receivers and over 80 transmit systems. Similar WCI equipment is also in use by
Turner Broadcasting.
WCI's lower data rate products have been ordered by Eli Lilly and Company
for their global business network. Ongoing projects include shipments of digital
video products to Dow Jones Investor Network, NBC Desktop, and Reuters Financial
Television for use in terrestrial and satellite business information networks
which deliver compressed video to subscribers' desktops.
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. During fiscal 1996, ABC Radio Network, Jones Satellite
Networks, Moody Broadcasting and a variety of smaller networks throughout the
world chose WCI digital audio products to upgrade their networks.
The Company also manufactures specialized data communications products used
in satellite broadcast data applications. Bookings for these products were
strong in fiscal 1996 but continue to fluctuate based on specific customer
requirements. WCI manufactures satellite data receivers for Glenayre
Technologies which are being used to expand Glenayre's paging network. Reuters
also uses 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.
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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. Television
networks, such as NBC and Turner Broadcasting, use WCI products to distribute
programming from remote locations and between affiliates. Satellite based radio
networks distribute programming and network control signals to network
affiliates.
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.
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
On May 15, 1997, the Company received an order to manufacture fully
addressable MPEG-2 digital video receivers for FOX Sports Net and FX Networks.
These receivers are part of the Company's UNITY product family and, teamed with
the Company's COMPEL Network Control System, will be utilized by FOX cable
services including FOX Sports Net, FX, and fXM: Movies from FOX. The value of
the order is in excess of $11.8 million with deliveries scheduled to begin in
fiscal 1998.
USE OF PROCEEDS
All of the shares of the Common Stock registered for sale hereby will be
offered and sold by the Selling Shareholders. Accordingly, the Company will not
receive any of the proceeds from such sales.
SELLING SHAREHOLDERS
This Prospectus covers offers from time to time by each Selling Shareholder
of the Common Stock owned or to be owned by such person. The Selling
Shareholders hold or will hold shares of Common Stock issued or issuable upon
the conversion of the Debentures. The Debentures were issued in a private
placement conducted pursuant to Regulation D promulgated pursuant to the
Securities Act and consummated on May 31, 1996. The registration of the shares
of Common Stock offered for resale hereby is pursuant to a Registration Rights
Agreement dated May 31, 1996, entered into in connection with the original
issuance of the Debentures (the "Registration Rights Agreement"). The Debentures
are convertible at the option of the holder at any time through the close of
business on May 31, 1999, into a number of shares of Common Stock at a price
equal to the lesser of (i) $12.25 per share or (ii) 82.5% of the average of the
lowest sale price of the Company's Common Stock on each of the five trading days
immediately preceding the conversion date, subject to adjustment under certain
circumstances. As of May 13, 1997, $2,210,000 in principal amount of the
Debentures had been converted into an aggregate of 840,389 shares of Common
Stock and Debentures in the amount of $135,195 had been issued for payment of
accrued interest. As of May 13, 1997, there were $2,925,195 principal amount of
8
<PAGE> 10
Debentures outstanding and such Debentures were convertible into an aggregate of
2,424,404 shares of Common Stock at a conversion price of $1.2066 per share.
Because the Debentures carry a variable conversion rate that fluctuates with the
market price of the Company's Common Stock, it is not possible to currently
quantify the precise number of shares to be issued upon future conversion.
Accordingly, the Company previously registered 1,150,000 shares for resale on a
registration statement filed with the Commission on July 12, 1996, which, at the
time of filing, constituted management's estimate of the maximum number of
shares to be issued upon conversion, giving effect to possible fluctuations in
the market price of the Common Stock. Due to recent fluctuations in the market
price of the Common Stock, the Company has registered an additional 2,530,000
shares of Common Stock for resale pursuant to the Registration Statement, which,
together with the 1,150,000 shares originally registered, constitutes
management's estimate of the maximum number of shares of Common Stock to be
issued upon conversion, giving effect to possible fluctuations in the market
price of the Common Stock.
The following table reflects the shares issuable to each Selling
Shareholder assuming conversion on May 13, 1997. The actual number of shares to
be sold by a Selling Shareholder upon conversion may be greater or less than the
number of shares shown in the table depending upon the market price of the
Company's Common Stock at the date of conversion. None of the Selling
Shareholders has held any position or office or had any other material
relationship with the Company or any of its predecessors or affiliates in the
last three years.
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES NUMBER OF SHARES
NAME OF OWNED BEFORE BEING REGISTERED OWNED AFTER
SELLING SHAREHOLDER THIS OFFERING FOR RESALE THIS OFFERING (1)
------------------- ------------- ---------- -----------------
<S> <C> <C> <C>
Halifax Fund, L.P. 471,658(2) 1,269,201(2) -0-
Capital Ventures 471,658(3) 1,084,750(3) -0-
International
Kleinwort Benson Ltd. 168,701(4) 176,049(4) -0-
---------- ------------ ----
Total 1,112,017 2,530,000 -0-
========== ============ ====
</TABLE>
- ----------------------------
(1) Assumes that all shares held by such Selling Shareholder acquired upon
conversion of the Debentures will be offered and sold.
(2) Includes 462,658 shares issuable on conversion of Debentures. The
Debentures provide that conversions by a Selling Shareholder may only be
effected to the extent that the number of shares to be received upon such
conversion, together with any other shares of the Company's Common Stock
then owned by the Selling Shareholder (exclusive of shares issuable upon
conversion of the unconverted portion of the Debentures), does not exceed
4.9% of the Company's issued and outstanding Common Stock. At May 13, 1997,
the Company had 9,625,679 shares of Common Stock issued and outstanding.
The 471,658 shares shown is 4.9% of the number of shares outstanding on May
13, 1997. Absent the 4.9% limitation, assuming conversion on May 13, 1997,
Halifax would be entitled to receive and resell up to 1,216,228 shares.
(3) Includes 464,658 shares issuable on conversion of Debentures. The
Debentures provide that conversions by a Selling Shareholder may only be
effected to the extent that the number of shares to be received upon such
conversion, together with any other shares of the Company's Common Stock
then owned by the Selling Shareholder (exclusive of shares issuable upon
conversion of the unconverted portion of the Debentures), does not exceed
4.9% of the Company's issued and outstanding Common Stock. At May 13, 1997,
the Company had 9,625,679 shares of Common Stock issued and outstanding.
The 471,658 shares shown is 4.9% of the number of shares outstanding on May
13, 1997. Absent the 4.9% limitation, assuming conversion on May 13, 1997,
Capital Ventures would be entitled to receive and resell up to 1,039,475
shares.
(4) Includes 168,701 shares issuable on conversion of Debentures.
9
<PAGE> 11
PLAN OF DISTRIBUTION
The shares of Common Stock covered hereby may be offered and sold from time
to time by the Selling Shareholders. The Selling Shareholders will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. Such sales may be made in the over-the-counter
market or otherwise, at market prices prevailing at the time of the sale, at
prices related to the then prevailing market price or in negotiated
transactions, including pursuant to an underwritten offering or pursuant to one
or more of the following methods: (i) purchases by a broker-dealer as principal
and resale by such broker or dealer for its account pursuant to this Prospectus;
(ii) ordinary brokerage transactions and transactions in which a broker solicits
purchasers; (iii) block trades in which a broker-dealer engaged by the Selling
Shareholders may arrange for other broker-dealers to participate, (iv) short
sales, and (v) any combination of the foregoing. Broker-dealers may receive
commissions or discounts from the Selling Shareholders in amounts to be
negotiated immediately prior to the sale.
In connection with the sale of shares of Common Stock covered hereby,
underwriters or agents may receive compensation from the Selling Shareholders or
from purchasers of the shares of Common Stock covered hereby for whom they may
act as agents, in the form of discounts, concessions or commissions.
Underwriters may sell shares of Common Stock to or through dealers and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they act as agents. Underwriters, dealers and agents that participate in
the distribution of shares of Common Stock covered hereby may be deemed to be
underwriters, and any discounts or commissions received by them from the selling
Shareholders and any profit on the resale of shares of Common Stock by them may
be deemed to be underwriting discounts and commissions under the Securities Act.
The Registration Rights Agreement provides that the Company will indemnify
the Selling Shareholders against certain liabilities, including liabilities
under the Securities Act.
This Offering will terminate on the earlier of (i) the date on which all
shares offered hereby have been sold by the Selling Shareholders or (ii) May 31,
1999.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Smith, Gambrell & Russell, LLP, Atlanta, Georgia.
EXPERTS
The financial statements and schedule 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> 12
- -----------------------------------------------------
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 or the Selling
Shareholders. 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
------------------------
<TABLE>
<CAPTION>
Page
<S> <C>
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.......................... 8
Plan of Distribution.......................... 10
Legal Matters................................. 10
Experts....................................... 10
</TABLE>
- -----------------------------------------------------
-----------------------------------------------------
1,137,768 Shares
WEGENER
CORPORATION
COMMON STOCK
---------------------
PROSPECTUS
---------------------
May __, 1997
-----------------------------------------------------
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the fees and expenses payable by the
Registrant in connection with the offer and sale of the Common Stock. All of the
amounts are estimated except for the registration fee of the Securities and
Exchange Commission and the listing fee for the National Association of
Securities Dealers, Inc.:
<TABLE>
<S> <C>
SEC Registration Fee.............................. $ 1,270
NASD Listing Fee.................................. 7,500
Blue Sky Qualification Fees and Expenses.......... 500
Transfer Agent Fees............................... 500
Printing, Materials, and Postage.................. 1,000
Legal Fees and Expenses........................... 7,000
Accounting Fees and Expenses...................... 4,000
Miscellaneous Expenses............................ 500
-------
TOTAL..................................... $22,270
======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation and By-laws provide for
indemnification of directors and officers of the Company to the full extent
permitted by Delaware law.
Section 145 of the General Corporation Law of the State of Delaware
provides generally that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at its request in
such capacity in another corporation or business association, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
In addition, pursuant to the authority of Delaware law, the Certificate of
Incorporation of the Company also eliminates the monetary liability of directors
to the fullest extent permitted by Delaware law.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
Pursuant to Registration Rights Agreements with the Selling Shareholders,
the Company has agreed to indemnify such Selling Shareholders against certain
liabilities, including liabilities under the Securities Act or otherwise.
II-1
<PAGE> 14
ITEM 16. EXHIBITS
The exhibits listed below are filed with or incorporated by reference into
this Registration Statement. The exhibits which are denominated with an asterisk
(*) were previously filed as part of, and are hereby incorporated by reference
from the Company's Registration Statement on Form S-3 under the Securities Act
of 1933, Registration No. 333-08017 ("S-3"). Unless otherwise indicated, the
exhibit number corresponds to the exhibit number in the S-3.
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
----------- ---------------------------------------------------------
<S> <C>
*4.1 Form of 8% Convertible Debenture issued to Halifax Fund,
L.P. ($2,500,000), Capital Ventures International
($2,000,000) and Kleinwort Benson, Ltd. ($500,000)
*4.2 Form of Registration Rights Agreement
5.1 Opinion of Smith, Gambrell & Russell, LLP
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Smith, Gambrell & Russell, LLP (contained in
their opinion filed as Exhibit 5.1).
24.1 Power of Attorney (included on signature page)
</TABLE>
ITEM 17. UNDERTAKINGS
(a) 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:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) 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;
(iii) 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 the undertakings set forth
in paragraphs (i) and (ii) above do 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 Section 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 the time shall be deemed
to be the initial bona fide offering thereof.
II-2
<PAGE> 15
(3) 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.
(b) The undersigned Registrant hereby undertakes 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 Section 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) that is incorporated by reference in the
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.
(c) 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 provisions referred to in Item 15
above, 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 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 of whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable ground to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Duluth, State of Georgia, on this 19th day of May,
1997.
WEGENER CORPORATION
By: /s/ C. Troy Woodbury, Jr.
---------------------------------------------
C. Troy Woodbury, Jr
Treasurer and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert A. Placek and C. Troy Woodbury,
Jr. and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith,
including a Registration Statement filed under Rule 462(b) of the Securities Act
of 1993, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ Robert A. Placek President, Chief May 19, 1997
- --------------------------------------------------------- Executive Officer and
Robert A. Placek Director
(Principal Executive Officer)
/s/ C. Troy Woodbury, Jr. Treasurer, Chief May 19, 1997
- ------------------------------------------------------- Financial Officer and Director
C. Troy Woodbury, Jr. (Principal Financial and
Accounting Officer)
/s/ James H. Morgan, Jr. Director May 19, 1997
- -------------------------------------------------------
James H. Morgan, Jr.
/s/ Joe K. Parks Director May 19, 1997
- -------------------------------------------------------
Joe K. Parks
</TABLE>
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description of Exhibit Page No.
------ ------------------------------------------ --------
<S> <C> <C>
5.1 Opinion of Smith, Gambrell & Russell, LLP
23.1 Consent of BDO Seidman, LLP
</TABLE>
<PAGE> 1
EXHIBIT 5.1
SMITH, GAMBRELL & RUSSELL, L.L.P. LETTERHEAD
May 19, 1997
Board of Directors
Wegener Corporation
11350 Technology Circle
Duluth, Georgia 30155
RE: Wegener Corporation
Registration Statement on Form S-3
2,530,000 Shares of Common Stock
Gentlemen:
We have acted as counsel for Wegener Corporation (the "Company") in
connection with the proposed public offering by certain shareholders of the
Company of the shares of the Company's $.01 par value Common Stock (the "Common
Stock") covered by the above-described Registration Statement.
In connection therewith, we have examined the following:
(1) The Certificate of Incorporation of the Company, as amended,
certified by the Secretary of State of the State of Delaware;
(2) The By-Laws of the Company, certified as complete and correct by
the Secretary of the Company;
(3) The minute book of the Company, certified as correct and complete
by the Secretary of the Company;
(4) Certificate of Good Standing with respect to the Company, issued
by the Secretary of State of the State of Delaware; and
(5) The Registration Statement on Form S-3 to be filed with the
Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended (the "Registration Statement").
<PAGE> 2
Board of Directors
Wegener Corporation
May 19, 1997
Page 2
Based upon such examination and upon examination of such other
instruments and records as we have deemed necessary, we are of the opinion that:
(A) The Company has been duly incorporated under the laws of the State
of Delaware and is validly existing and in good standing under the
laws of that state.
(B) The 2,530,000 shares of Common Stock covered by the Registration
Statement have been legally authorized by the Company and when
sold in accordance with the terms described in said Registration
Statement, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus. In giving this consent, we do not thereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, or the rules and regulations of
the Securities and Exchange Commission thereunder.
Sincerely,
SMITH, GAMBRELL & RUSSELL, LLP
/s/ Helen T. Ferraro
----------------------------------
Helen T. Ferraro
HCF/ml
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Wegener Corporation
Duluth, Georgia
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our reports dated November
19, 1996, relating to the consolidated financial statements and schedule of
Wegener Corporation appearing in the Company's Annual Report on Form 10-K for
the year ended August 30, 1996.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
BDO SEIDMAN, LLP
Atlanta, Georgia
May 20, 1997
