<PAGE>
As filed with the Securities and Exchange Commission on January 26, 1996
Registration No. 33-81348
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------
LA-MAN CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 38-2286268
(State or other Jurisdiction (I.R.S. Employer
of incorporation or other organization) Identification Number)
2180 West State Road 434, Suite 6136
Longwood, Florida 32779
(Address of principal executive offices, including zip code)
LA-MAN CORPORATION AMENDED AND RESTATED
1994 EMPLOYEE AND CONSULTANT STOCK COMPENSATION PLAN,
1988 STOCK OPTION PLAN, AND
1992 STOCK OPTION AND APPRECIATION RIGHTS PLAN
(Full Title of Plans)
J. William Brandner, President
2180 State Road 434, Suite 6136
Longwood, Florida 32779
(Name and Address of Agent For Service)
(407) 865-5995
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Marshall S. Harris, Esq.
Smith, Mackinnon, Harris, Greeley, Bowdoin & Edwards, P.A.
255 South Orange Avenue, Suite 800
Orlando, Florida 32801 (407) 843-7300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Amount of
to be Registered Registered Offering Price Maximum Aggregate Registration Fee
Per Share* Offering Price*
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,178,667 $1.25 $1,473,333.75 $508.05
=======================================================================================================
</TABLE>
*Calculated pursuant to Rule 457(h)(1) using the average of the bid and asked
prices for the Common Stock on January 22, 1996.
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 relates to a Registration Statement on
Form S-8 filed by La-Man Corporation (the "Company") on July 8, 1994
(Registration No. 33-81348) (the "Registration Statement") that covered up to
625,000 shares of common stock, par value $.001 per share, of the Company
("Common Stock") issuable either directly or upon exercise of options as awards
under the Company's Amended and Restated 1994 Employee and Consultant Stock
Compensation Plan effective June 29, 1994 (the "1994 Plan") to employees and
consultants in consideration of certain employment and consulting services.
Prior to a September 1, 1995 amendment to the 1994 Plan, the 1994 Plan
authorized the issuance of up to a total of 1,200,000 shares of Common Stock as
awards under the plan. The 575,000 shares of Common Stock awardable under the
1994 Plan that were not covered by the Registration Statement were previously
registered under an earlier Form S-8 Registration Statement (Registration No.
33-77924) filed by the Company on April 20, 1994. Effective September 1, 1995,
the 1994 Plan was amended to increase the total number of shares of Common Stock
issuable (either directly or upon exercise of options) as awards thereunder from
1,200,000 shares to 2,200,000 shares.
This Post-Effective Amendment No. 1 covers the following securities of the
Company: (a) the additional 1,000,000 shares of Common Stock authorized for
issuance under the 1994 Plan pursuant to the September 1, 1995 amendment
thereto, including the resale by certain director-employees of the Company of up
to 682,333 of such shares of Common Stock issuable upon exercise of options
granted as awards under the 1994 Plan to such employees; (b) the resale by
certain director-employees of the Company of up to 166,667 shares of Common
Stock issuable upon exercise of options granted to such employees under the
Company's 1988 Stock Option Plan; and (c) the resale by certain director-
employees of the Company of up to 12,000 shares of Common Stock issuable upon
exercise of options granted to such employees under the Company's 1992 Stock
Option and Appreciation Rights Plan.
ii
<PAGE>
PROSPECTUS Dated January 26, 1996
LA-MAN CORPORATION
Up to 1,625,000 Shares of Common Stock Awardable to Employees and Consultants
under the Company's Amended and Restated 1994 Employee and Consultant Stock
Compensation Plan, as Amended Effective September 1, 1995 (the "Amended 1994
Plan"), including 682,333 of such Shares of Common Stock Issuable upon
Exercise of Options Granted to Certain Director-Employees under the Amended
1994 Plan and Reoffered by means of this Prospectus
______________________________
Up to 166,667 Shares of Common Stock Issuable upon Exercise of Options Granted
as Awards
to Certain Employees of the Company under the Company's 1988 Stock Option Plan
(the "1988 Plan") and
Reoffered by means of this Prospectus
______________________________
Up to 12,000 Shares of Common Stock Issuable Upon Exercise of Options Granted as
Awards
to Certain Employees of the Company under the Company's 1992 Stock Option and
Appreciation Rights Plan
(the "1992 Plan") and Reoffered by means of this Prospectus
La-Man Corporation (the "Company"), is a Nevada corporation with
diversified operations in manufacturing and specialty niche marketing located in
Florida and Indiana, and whose common stock, par value $.001 per share ("Common
Stock"), is quoted on The NASDAQ Small Cap Market under the trading symbol
"LAMN". This Prospectus relates to the following securities of the Company: (a)
1,625,000 shares of Common Stock (625,000 of which shares were previously
registered by the Company under a Registration Statement on Form S-8 filed on
July 8, 1994), including 682,333 of such shares issuable upon exercise of
options granted to certain director-employees under the Amended 1994 Plan; (b)
up to 166,667 shares of Common Stock issuable upon exercise of options granted
as awards to certain director-employees of the Company under the 1988 Plan; and
(c) up to 12,000 shares of Common Stock issuable upon exercise of options
granted as awards to certain director-employees of the Company under the 1992
Plan. The shares of Common Stock covered by this Prospectus that are issuable
upon exercise of the foregoing options (the "Option Shares") are being reoffered
for sale by the respective holders thereof ("Selling Shareholders"). The
Company will not receive any of the proceeds from the sale of the Option Shares.
All costs incurred in the registration of the Option Shares are being borne by
the Company.
The Option Shares may be sold from time to time by the Selling
Shareholders beginning on the date of this Prospectus. No underwriting
arrangements have been entered into by the Selling Shareholders. The
distribution of the Option Shares by the Selling Shareholders may be effected
in one or more transactions on the over-the-counter market including ordinary
broker's transactions, through privately-negotiated transactions, or through
sales to one or more dealers for resale as principals, at market prices
prevailing at the time of sale or at negotiated prices. Usual and customary or
negotiated brokerage fees or commissions may be paid by the Selling Shareholders
in connection with sales of the Option Shares.
The Selling Shareholders and intermediaries through whom such
securities are sold may be deemed "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
securities offered and any profits realized or commissions received may be
deemed underwriting compensation.
The Common Stock is quoted on the NASDAQ Small Cap Market under the
trading symbol "LAMN" but is not traded on any exchange. The high and low
quoted bid prices for the Common Stock on January 22, 1996 was $1.22. Such
market quotations reflect inter-dealer prices, without retail mark-up, mark-
down, or commissions and may not necessarily represent actual transactions.
AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
========================================================================================
Price to Underwriting Proceeds to Proceeds to
Public Discounts Company Selling
Shareholders/(1)/
<S> <C> <C> <C> <C>
Per Share of Common Stock/1/ $1.25 ---- ---- $ 1.25
TOTAL: ---- ---- $1,076,250.00
========================================================================================
</TABLE>
/(1)/ Based on average of bid and ask price for the Common Stock on January 22,
1996.
THE DATE OF THIS PROSPECTUS IS JANUARY 26, 1996.
<PAGE>
Selling Shareholders will offer their shares through NASDAQ. The
Selling Shareholders, as control persons, are required to sell their shares in
accordance with the volume limitations of Rule 144 under the Securities Act of
1933, which limits sales by each selling shareholder in any one-month period to
the greater of 1% of the total outstanding Common Stock (or approximately 26,412
shares) or the average weekly trading volume of the Common Stock during the four
calendar weeks immediately preceding such sale. It is expected that brokers and
dealers effecting transactions will be paid the normal and customary commissions
for market transactions.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act with respect to the securities offered
hereby. This Prospectus omits certain information included in the Registration
Statement. For further information about the Company and its securities,
reference is made to the Registration Statement and to the exhibits filed as a
part thereof or otherwise incorporated therein. Each summary in this Prospectus
of information included in the Registration Statement or any exhibit thereto is
qualified in its entirety by this reference to such information or exhibit.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy and information statements, and other
information with the Commission. Such reports, proxy and information
statements, and any other information filed by the Company with the Commission
can be inspected at the public reference facilities of the Commission located at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and
at its regional offices located at Northwestern Atrium Center, 500 West Madison
Street, Room 1400, Chicago, Illinois 60661 and at 7 World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates.
INCORPORATION BY REFERENCE
The following documents filed or to be filed with the Commission by
the Company are incorporated herein by reference: (a) the Company's Annual
Report on Form 10-KSB for the fiscal year ended June 30, 1995 ("1995 Annual
Report") including the portions of the Company's proxy statement dated October
6, 1995 ("1995 Proxy Statement") incorporated by reference in the 1995 Annual
Report; (b) the Company's Quarterly Report on Form 10-QSB for the three-month
period ended September 30, 1995; (c) the Company's Report on Form 10-C dated
September 7, 1995 of change in number of shares of Common Stock outstanding; (d)
the Company's Current Report on Form 8-K dated September 7, 1995 with respect to
the acquisition by the Company of Don Bell Industries, Inc. (the "September 7,
1995 Form 8-K"); (e) the Company's Current Report on Form 8-K dated January 12,
1996 with respect to the refinancing of certain indebtedness of the Company and
its subsidiaries; and (f) all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all Option Shares
offered have been sold or which deregisters all such securities then remaining
unsold, which documents shall be deemed to be incorporated by reference in the
Registration Statement and to be part thereof from the date of filing such
documents.
Documents incorporated in this Prospectus by reference are or will be
available for inspection and copying at the locations identified in "AVAILABLE
INFORMATION." The Company undertakes to provide without charge to each person,
including any beneficial owner, to whom a Prospectus is delivered, upon written
or oral request of such person, a copy of any and all information incorporated
by reference in this Prospectus (not including exhibits to the information that
is incorporated by reference unless such exhibits are specifically incorporated
by reference in the information that this Prospectus incorporates). Such
request should be directed to Otto J. Nicols, Vice President and Treasurer, La-
Man Corporation, 2180 West State Road 434, Suite 6136, Longwood, Florida 32779,
telephone (407) 865-5995.
2
<PAGE>
ANY STATEMENT CONTAINED IN A DOCUMENT INCORPORATED OR DEEMED TO BE
INCORPORATED BY REFERENCE HEREIN SHALL BE DEEMED TO BE MODIFIED OR SUPERSEDED
FOR THE PURPOSES OF THIS PROSPECTUS TO THE EXTENT THAT A STATEMENT CONTAINED IN
THIS PROSPECTUS (OR IN ANY DOCUMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION SUBSEQUENT TO THE DATE OF THIS PROSPECTUS WHICH ALSO IS OR IS DEEMED
TO BE INCORPORATED BY REFERENCE HEREIN) MODIFIES OR SUPERSEDES SUCH STATEMENT.
ANY STATEMENT SO MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO
MODIFIED OR SUPERSEDED, TO CONSTITUTE A PART OF THIS PROSPECTUS. NEITHER THE
DELIVERY OF THIS PROSPECTUS, NOR ANY SALE MADE HEREUNDER, SHALL UNDER ANY
CIRCUMSTANCES, IMPLY THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
OR THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATES AS OF WHICH SUCH INFORMATION IS GIVEN IN THIS
PROSPECTUS.
SELECTED INFORMATION
The following information is presented herein solely to furnish
limited introductory information regarding the Company, and certain of such
information has been selected from, or is based on, detailed financial and other
information contained in the Company's 1995 Annual Report, including the
portions of the Company's 1995 Proxy Statement incorporated by reference
therein, and other documents incorporated by reference herein, is qualified in
its entirety by reference thereto and, therefore, should be read together with
such financial and other information.
RISK FACTORS
The purchase of the securities offered by this Prospectus involves a
high degree of risk and should be made only by investors who can afford to bear
such risk. Prospective purchasers should consider the following significant
risk factors relating to such securities and to the nature, operating history,
business and financial condition of the Company.
MARKET OVERHANG; EFFECT OF ISSUANCE OF ADDITIONAL COMMON STOCK
The Company presently has outstanding the following Common Stock
purchase warrants: (a) 620,000 redeemable Common Stock purchase warrants, each
of which entitles the registered holder to purchase one share of Common Stock
at an exercise price, subject to adjustment, of $3.90 per share through June 30,
1996 and, thereafter at $5.00 per share, at any time and from time to time until
January 6, 1997 ("Redeemable Warrants"); (b) 325,000 SD Warrants, each of which
entitles the registered holder thereof to purchase one share of Common Stock at
the exercise price of $.75 per share at any time and from time to time until the
extended expiration date of February 28, 1996; and (c) 50,000 Series DFRV
Common Stock Purchase Warrants ("DFRV Warrants"), each of which entitles the
registered holder thereof to purchase one share of Common Stock at the exercise
price of $.375 per share at any time and from time to time until October 15,
1996. All of such warrants are fully exercisable and freely tradeable as of the
date of this Prospectus Supplement.
The Company also has outstanding options ("Employee Options") for the
purchase of up to an aggregate of 1,144,000 newly issued shares of Common Stock
(including the 861,000 Option Shares) granted between November 4, 1992 and
September 7, 1995 to various present and former executive officer-employees and
non-management employees of the Company under the Company's Amended 1994 Plan,
1988 Plan and 1992 Plan. All but 50,000 of the Employee Options are presently
exercisable, and all such options may be exercised in whole or in part at any
time within five years following the respective dates of grant, at exercise
prices ranging between $.50 per share and $2.25 per share. See "DESCRIPTION OF
SECURITIES-Employee Options" below.
3
<PAGE>
Under the terms of a Stock Purchase and Sale Agreement dated as of
September 7, 1995 (the "Don Bell Acquisition Agreement") among the Company, Don
Bell, Worrell Enterprises, Inc. ("Worrell"), and Gary D. Bell ("Bell"), the
Company issued 250,000 shares of Common Stock to Worrell and 25,000 shares of
Common Stock to Bell in partial consideration of the Company's acquisition of
the capital stock of Don Bell, and agreed to pay certain additional
consideration to Worrell and Bell in the event the average trading price of the
Common Stock for any 20 consecutive days prior to December 31, 1996 does not
equal or exceed $4.00 per share. Under the terms of the Don Bell Acquisition
Agreement, the Company has the right to pay any such additional consideration in
the form of cash, promissory notes, or additional newly issued shares of Common
Stock. Also as part of the consideration paid to Worrell under the Don Bell
Acquisition Agreement, the Company issued and delivered to Worrell a convertible
promissory note in the principal amount of $750,000 and bearing interest at the
rate of 8% annually (the "Worrell Note"). The Worrell Note provides that the
outstanding principal obligations of the Company thereunder are convertible into
newly issued shares of Common Stock at the conversion price of $5.00 per share
(subject to certain anti-dilution adjustments).
As additional consideration for services performed by Mathews,
Holmquist & Associates, Inc. (the "Underwriter"), which acted as underwriter of
a registered public offering of Common Stock and Redeemable Warrants (the "1994
Offering"), for its services in connection with the 1994 Offering, the Company
granted to the Underwriter options to purchase 31,000 Units ("Unit Purchase
Option"). The Unit Purchase Option is exercisable at a price equal to 120
percent of the public offering price of the Units. The Units to be issued upon
exercise of the Unit Purchase Option are identical to the Units offered in the
1994 Offering except that the warrants issuable upon exercise of the Unit
Purchase Option will be exercisable for $4.68 per share of Common Stock, and are
not redeemable. The Unit Purchase Option is restricted from exercise, sale,
transfer, assignment, or hypothecation except to persons who are both officers
and shareholders of the Underwriter, for a period of one year from the January
6, 1994 effective date of the Form S-1 Registration Statement and thereafter is
exercisable for a period of four years. The exercise price of the Unit Purchase
Option was arbitrarily determined by the Company and the Underwriter and should
not be deemed to reflect any estimate of the intrinsic value of either the Unit
Purchase Option, the Units, or the underlying Common Stock and warrants. The
Unit Purchase Option contains anti-dilution and adjustment provisions in the
event of any merger, acquisition, recapitalization, split-up of shares, stock
dividend, sales, or issuance by the Company of stock or securities convertible
into stock by the Company at a price or conversion price less than the exercise
price of the Unit Purchase Option or less than the market price of the Common
Stock at the time of such sale or indebtedness or similar event, except for
dilution which would result from the effect of the Company's stock option plans,
reasonably acceptable to the Underwriter.
The Company has agreed to register, at its expense, under the
Securities Act, the Unit Purchase Option and/or the underlying securities
included in the Unit Purchase Option at the request of the holders of 50% of the
Unit Purchase Option. Such request may be made at any time during a period of
four years beginning January 6, 1995. The Company also granted the Underwriter
"piggyback" registration rights concerning the Unit Purchase Option and the
underlying securities which may be exercised at any time during a period of four
years beginning January 6, 1995.
On November 3, 1995, the Company filed with the Commission a
Registration Statement on Form S-3, which was declared effective by the
Commission on December 1, 1995, registering under the Securities Act the
following securities for sale by the holders thereof: (a) 233,750 previously
unregistered SD Warrants and the 233,750 shares of Common Stock issuable upon
exercise of such SD Warrants; (b) the 50,000 DFRV Warrants and the 50,000 shares
of Common Stock issuable upon exercise of the DFRV Warrants; and (c) the 275,000
outstanding shares of Common Stock issued by the Company in connection with the
September 7, 1995 acquisition of Don Bell. The prospectus included as part of
such registration statement is hereinafter referred to as the "1995 Resale
Prospectus."
In connection with the Company's acquisition of Stewart Eleemosynary
Marketing Company in January 1994, the Company granted to J. Melvin Stewart,
presently the Chairman of the Board of Directors of the Company and the
President and Chief Executive Officer of certain operating subsidiaries of the
Company, certain one-time demand registration rights with respect to the 316,923
shares of unregistered Common Stock issued to Mr. Stewart in connection with
such acquisition, which demand rights are exercisable until February 13, 1999.
Also, the terms of employment agreements between the Company and certain
director-employees provide for certain demand and piggyback registration rights
with respect to shares of Common Stock owned by the director-employees in the
event their employment is terminated other than for cause following a "Change of
Control" as defined in such employment agreements. See "Effect of Change of
Control" below.
4
<PAGE>
There are presently 2,663,068.67 shares of Common Stock outstanding.
At times in the past, due to the relatively small size of the "public float" in
the Common Stock and the absence of active market makers in the Common Stock,
public trading in the Common Stock has been thin and sporadic. Accordingly, the
sale of the warrants and Common Stock covered by the 1995 Resale Prospectus, the
exercise of outstanding demand registration rights and/or the issuance of
additional shares of Common Stock upon the exercise of the Company's outstanding
warrants or the Employee Options, the exercise of the Unit Purchase Option and
the underlying warrants, or the exercise of the conversion rights under the
Worrell Note, could adversely affect trading prices of the Common Stock and
trading prices, if any, of the remaining unexercised warrants and options.
Also, such issuances of additional shares of Common Stock and warrants could
adversely affect the ability of the Company to obtain financing for future
growth and acquisitions.
RECENT DEBT RESTRUCTURING; LIMITED SOURCES OF ADDITIONAL CAPITAL
On December 27, 1995, the Company refinanced and restructured
approximately $1,080,100 mortgage and other indebtedness of its subsidiary, Don
Bell, and replaced the Company's previous $350,000 operating credit line
facility with a $500,000 operating line, with the proceeds of three loans from
The Bank of Winter Park (the "Bank") pursuant to the provisions of a loan
agreement dated December 27, 1995 among the Company, its subsidiaries and the
Bank (the "Loan Agreement"). The three loans are comprised of the $500,000
revolving credit line, an $840,000 mortgage loan and a $250,000 term loan. All
three loans are secured by inventory and accounts receivable of the Company and
each of its subsidiaries, equipment of Don Bell, and are jointly and severally
guaranteed by each of the Company's subsidiaries. In addition, the $500,000
revolving credit line and the $250,000 term loan are secured by a mortgage on
real property and improvements owned by the Company in Steuben County, Indiana
and a second mortgage on certain real property owned by Don Bell in Volusia
County, Florida. The $840,000 mortgage loan is also secured by a first mortgage
on Don Bell's sign manufacturing facilities in Port Orange, Florida.
The $500,000 revolving credit line, the $840,000 mortgage loan and the
$250,000 term loan bear interest at 1%, 1.5% and 2%, respectively, above the
applicable prime rate (as the same may be adjusted from time to time). The
Company is obligated to make payments of interest only under the credit line
facility until December 27, 1997, when all principal borrowings thereunder and
accrued but unpaid interest are due and payable. The $840,000 mortgage loan is
payable in monthly installments of principal and interest in the amount of
$8,106.18 (subject to adjustment upon changes in the applicable interest rate)
for a period of five years, based upon a 20-year amortization, with a balloon
payment of principal and accrued but unpaid interest being due on December 27,
2000. The $250,000 term loan is payable in monthly installments of principal in
the amount of $4,166.67, plus accrued interest, for a period of five years until
December 27, 2000.
The Loan Agreement contains certain covenants requiring the Company to
maintain certain financial ratios at the end of its fiscal years and covenants
limiting the amount of additional debt that may be incurred by the Company and
its subsidiaries. The Loan Agreement contains certain cross-default provisions,
to the effect that in the event the Company fails to pay any obligation within
10 days after the applicable due date, or the Company or the applicable
subsidiary fails to remedy or cure to the satisfaction of the Bank any
representation, warranty or covenant default within 30 days after written notice
from the Bank, or if there is a change in the Company's present executive
management, the Bank has the right at its discretion to accelerate the maturity
of all obligations of the Company under the Loan Agreement.
The Company's management believes that net cash flow from operations
and the availability of funds under the Company's new $500,000 operating line of
credit will be sufficient to enable the Company and its subsidiaries to satisfy
their operating capital needs. However, the Company has no additional financing
commitments and the Loan Agreement contains limitations on the amount of
additional debt that may be incurred by the Company and its subsidiaries. In
the event the Company needs additional financing to pursue future acquisitions
or other expansion of its business, there can be no assurance that such
additional financing on acceptable terms will be available to the Company when
and if needed.
5
<PAGE>
EFFECT OF CHANGE IN CONTROL
The Worrell Note provides, among other default events, that in the
event there shall occur a "Change in Control" with respect to the Company, the
holder of the Worrell Note may, by written notice to the Company, declare all
principal and accrued but unpaid interest evidenced by the Worrell Note
immediately due and payable, which obligations shall accrue interest at a rate
equal to 10% per annum from the date of acceleration until paid. "Change of
Control" is defined in the Worrell Note as occurring when, within a period of 12
consecutive months other than as the result of proxies solicited by, or votes
cast by, management of the Company, (i) there is a change in 35% of the persons
who, as of September 7, 1995, constitute the Board of Directors other than as
the result of resignations or (ii) there is an increase of 25% or more in the
number of members of the Board of Directors.
Also, the employment agreements between the Company and five of its
director-employees, i.e., Messrs. J. Melvin Stewart, J. William Brandner,
Philip Howe Hoard, Otto J. Nicols, and Max D. Tavernier ("Management Employment
Agreements"), provide for substantial increases in the amount of severance
payable by the Company to such persons, and grant certain other rights to such
persons, in the event their employment with the Company or its subsidiaries is
terminated other than for cause following a Change of Control, which is defined
as having occurred when: (a) any one person, or any persons acting together
which would constitute a "group" for purposes of Section 13(d) of the Exchange
Act, consummates a tender offer, a plan of open-market purchases or an exchange
offer for shares of Common Stock, or consummates a proxy solicitation, which, in
the judgment of a majority of the members of the Board of Directors of the
Company, is reasonably likely to permit such person or Group to obtain control
of a sufficient number of voting securities of the Company to elect a majority
of the members of the Board of Directors of the Company; or (b) there occurs,
within any period of 12 consecutive months other than as the result of proxies
solicited by, or votes cast by, management of the Company, (i) a change in 35%
of the persons who, as of August 31, 1995, constitute the Board of Directors of
the Company other than as the result of resignations or (ii) an increase of 25%
or more in the number of members of the Board of Directors.
In addition, the Company's Loan Agreement with the Bank provides that
the Bank has the right to accelerate the maturity of all obligations outstanding
under the Loan Agreement in the event of a change in the person serving as
President and Chief Executive Officer of the Company, i.e., Mr. J. William
Brandner.
As the result of the acceleration provisions in the Worrell Note and
the Loan Agreement, and the contingent severance benefits and other rights
provided to executive officers of the Company under the Management Employment
Agreements, the occurrence of a Change of Control as defined in or contemplated
by such documents could have a material adverse effect on the financial
condition and operations of the Company, and the trading price of the Common
Stock.
OPERATING HISTORY
The Company reported operating income of $250,994, net income of
$164,170, and earnings per share of $.07, for the fiscal year ended June 30,
1995 (the "1995 Fiscal Year"). For the fiscal quarter ended September 30, 1995,
the Company reported operating income of $219,005, net income of $201,152, and
earnings per share of $.06. However, the Company's operating results for the
three months ended September 30, 1995 should not be read as necessarily
indicative of the results to be expected for the full 1996 fiscal year, and in
its prior 14-year operating history, the Company produced an operating profit
only three times and never in excess of $100,000. Also, on September 7, 1995,
the Company acquired all of the outstanding capital stock of Don Bell, which
reported a net loss of $106,034 for its fiscal year ended December 31, 1994 and
a net loss of $569,896 for its fiscal year ended December 31, 1993.
6
<PAGE>
The Company's management believes that the significant improvements in
the Company's church and school sign segment (as the result of the full
assimilation of the Company's January 1994 acquisition of Stewart Eleemosynary
Marketing Company), the structure of the Don Bell acquisition which allowed the
Company to assimilate Don Bell's $6 million annual commercial sign business at
better than historic profit margins, together with the operating performance of
the Company's filtration division, and the Company's telemarketing program for
long-distance telephone services for commercial businesses and affinity groups,
will enable the Company to continue to operate profitably and to produce
improvements in operating results. However, there can be no assurances that
economic and other events beyond the control of the Company and its management
will not adversely affect the ability of the Company to improve on or continue
the growth and operating results reflected by the Company's performance in the
1995 Fiscal Year.
DEPENDENCE ON MANAGEMENT
The Company is dependent upon the services of J. William Brandner,
President and Chief Executive Officer and a director, and Otto J. Nicols, Vice
President, Treasurer and Chief Financial Officer and a director, of the
Company. The Company is also dependent upon the services of J. Melvin Stewart,
Chairman of the Board of Directors, President of Nevada SEMCO, Inc. (the
successor by merger to Stewart Eleemosynary Marketing Company), J.M. Stewart
Corporation, and J.M. Stewart Industries, Inc., and a director of the Company.
The officers of the Company have principal responsibility for the management of
the Company and for recommendations to the Board of Directors, which exercises
final authority over business decisions. Consequently, the loss of the services
of such officers and directors could be detrimental to the Company. Messrs.
Brandner and Nicols have entered into employment agreements with the Company,
and Mr. Stewart has an employment agreement with J.M. Stewart Corporation.
BUSINESS AND ECONOMIC FACTORS
The future of the Company, and of the Company's operations, will be
subject to a number of business and other factors beyond management's control,
such as economic slowdowns and increased competition. Unfavorable general
economic conditions could adversely affect the operating results of the Company.
There can be no assurance that the Company would be able to sustain its
operations in the event of an economic slowdown for an extended period of time
or if general economic conditions in the U.S. and in foreign countries were to
deteriorate.
COMPETITION
Each of the Company's current and proposed business segments is
characterized by intense competition. Many companies offer or are engaged in
the development of products or the provision of services which may be or are
competitive with the Company's present or proposed products or services. Most
of these entities have substantially greater financial, technical,
manufacturing, marketing, distribution, and/or other resources than the Company.
There can be no assurance that the Company will be able to compete successfully
with such companies.
ABSENCE OF DIVIDENDS
The Company has not paid and does not anticipate paying any cash
dividends on its Common Stock in the foreseeable future, but instead intends to
retain all working capital and earnings, if any, for use in the Company's
business operations and in the expansion of its business.
SHARES AVAILABLE FOR SALE
Of the total 1,144,000 shares of Common Stock issuable upon exercise
of the Employee Options, 711,000 of such shares were previously registered under
the Securities Act on registration statements filed by the Company with the
Commission on Form S-8 (Registration No. 33-77924 and Registration No. 33-
81348). Of the remaining 433,000 shares issuable upon exercise of the Employee
Options, 427,000 of such shares have been registered under the amendment to the
Form S-8 Registration Statement of the Company to which this Prospectus relates.
Because the grantees of the options to which certain of such registered shares
relate are directors and/or executive officers of the Company, the resale of
any such shares following the exercise of such options (as well as all other
shares of Common Stock owned by directors and executive officers of the
Company) are subject to certain resale restrictions and limitations set forth in
Rule 144 promulgated by the Commission under the Securities Act. Likewise,
because the 316,923 shares of Common Stock issued to J. Melvin Stewart in
January 1994 in partial consideration of the Company's acquisition of SEMCO and
the shares of Common Stock issuable upon exercise of conversion rights under the
Worrell Note have not been registered under the Securities Act, resales of such
shares are also subject to the limitations and restrictions of, and are deemed
"restricted securities" under, Rule 144. In general, a person who holds
"restricted securities" (as that term is defined in Rule 144) may not publicly
resell such
7
<PAGE>
securities until such person has been the beneficial owner of such securities
for a period of two years (unless such securities are registered under the
Securities Act prior to the expiration of such two-year holding period) and
after such holding period may not sell within any three-month period a number of
restricted securities which exceeds the greater of one percent of the shares
outstanding or the average weekly trading volume during the four calendar weeks
preceding the notice of sale required to be filed by such person under Rule 144.
Sales of shares of Common Stock pursuant to Rule 144 could have an
adverse effect on the market for or trading price of the Company's securities.
FUTURE ISSUANCES OF STOCK BY THE COMPANY
The Company has 50,000,000 shares of Common Stock authorized, of which
2,663,068.67 shares are issued and outstanding. In addition, the Company has
reserved a total of 2,413,000 shares of Common Stock for issuance as follows:
(a) 995,000 shares for issuance upon exercise of outstanding warrants; (b)
1,144,000 shares for issuance upon exercise of outstanding Employee Options;
(c) 124,000 shares for issuance upon exercise of the Unit Purchase Option and
the warrants underlying the Unit Purchase Option; and (d) 150,000 shares for
issuance upon exercise of conversion rights under the Worrell Note. The
remaining 44,923,931.33 authorized but unissued and unreserved shares of Common
Stock may be issued without any action or approval by the Company's
stockholders. Although there are no present plans, agreements, or undertakings
with respect to the Company's issuance of any shares of such Common Stock, or
related convertible securities, except as disclosed in this Prospectus
Supplement, any such issuances could be used as a method of discouraging,
delaying, or preventing a change in control of the Company or could dilute the
public ownership of the Company, and there can be no assurance that the Company
will not issue any such additional shares of Common Stock. A shareholder's pro
rata ownership interest in the Company will be reduced to the extent of the
exercise of the outstanding warrants, the Employee Options, the exercise of the
Unit Purchase Option and the warrants underlying such option, or the exercise of
conversion rights under the Worrell Note.
TAX LOSS CARRYFORWARDS
At June 30, 1995, the Company had unused net operating losses to carry
forward against future taxable income of $1,881,000, which are expected to
expire in various amounts through 2009 ("NOLs"). The Company is subject to
certain limitations on the use of its NOLs as provided under Section 382 of the
Internal Revenue Code of 1986, as amended, and there can be no assurance that a
significant amount of the Company's existing NOLs will be available to the
Company.
NO ASSURANCE OF CONTINUED QUALIFICATIONS FOR NASDAQ INCLUSION
There can be no assurance that a regular trading market for the Common
Stock or other securities of the Company, if any, will be sustained. If for any
reason the Company's securities do not remain eligible for continued listing on
NASDAQ or a public trading market is not sustained, purchasers of the securities
may have difficulty selling such securities should they desire to do so.
Under the rules of the NASD, for continued listing, a company must
have, among other things, $2,000,000 in total assets, $1,000,000 in total
capital and surplus, $1,000,000 in market value of public float, and a minimum
bid price of $1.00 per share, all of which requirements are presently satisfied
and which the Company expects to continue to satisfy. As of the date of this
Prospectus Supplement, the Redeemable Warrants are not actively traded due to
the absence of market makers for the Redeemable Warrants. If the Company is
unable to satisfy the requirements for continued quotation on NASDAQ, trading,
if any, in the Company's securities would be conducted in the over-the-counter
market in what are commonly referred to as the "pink sheets" or on the NASD OTC
Bulletin Board. As a result, an investor may find it more difficult to dispose
of, or to obtain accurate quotations as to the price of, the Company's
securities.
8
<PAGE>
In addition, if the Company's securities are removed from NASDAQ, the
securities would be subject to a rule that imposes additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers (as defined in the rule) and accredited investors
(generally, institutions and, for individuals, an investor with assets in excess
of $1,000,000 or annual income exceeding $200,000 or $300,000 together with such
investor's spouse). For transactions covered by this rule, the broker-dealer
must make a special suitability determination for the purchaser and must have
received the purchaser's written consent to the transaction prior to the
purchase. Consequently, the rule may restrict the ability of broker-dealers to
sell the securities and may affect the ability of purchasers to sell the
securities in the secondary market.
The Commission recently adopted regulations which define a "penny
stock" to be any equity security that has a market price (as defined) of less
than $5.00 per share, subject to certain exceptions. For any transaction
involving a penny stock, unless exempt, the rules require the delivery, prior to
the transaction, of a disclosure schedule prepared by the Commission relating to
the penny stock market. The broker-dealer also must disclose the commissions
payable to both the broker-dealer and the registered representative and current
quotations for the securities. Finally, monthly statements must be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks. Certain transactions, such
as transactions in which the customer is an institutional accredited investor
and transactions that are not recommended by the broker-dealer, are exempt from
the disclosure requirements discussed above.
The above-described rules may materially adversely affect the
liquidity of the market for the Company's securities.
UNIT PURCHASE OPTION
In connection with the 1994 Offering, the Company sold to the
Underwriter, for nominal consideration, an option to purchase up to an
aggregate of 31,000 Units pursuant to the Unit Purchase Option, which units are
identical to the Units offered in the 1994 Offering except that the warrants
issuable upon exercise of the Unit Purchase Option will be exercisable at a
price of $4.68 per share of Common Stock and are not redeemable. The Unit
Purchase Option is exercisable commencing January 6, 1995 and ending four years
from such date at an exercise price of $7.80 per Unit, subject to anti-dilution
adjustments. The holders of the Unit Purchase Option have the opportunity to
profit from a rise in the market price of the Common Stock, if any, without
assuming the risk of ownership, with a resulting dilution in the interest of
other shareholders. The Company may find it more difficult to raise additional
equity capital if it should be needed for the business of the Company while the
Unit Purchase Option is outstanding. At any time at which the holders thereof
might be expected to exercise them, the Company would probably be able to obtain
additional capital on terms more favorable than those provided by the Unit
Purchase Option. The holders of the Unit Purchase Option have the right to
require registration under the Securities Act of the Unit Purchase Option and
the Common Stock and warrants issuable upon exercise thereof, and have certain
"piggyback" registration rights with respect to the Unit Purchase Option and the
Common Stock and Warrants issuable upon exercise thereof. The cost to the
Company of effecting any such registration may be substantial.
ADDITIONAL UNDERWRITING COMPENSATION
The Company agreed with the Underwriter that the Company would pay the
Underwriter a warrant solicitation fee of 10% of the exercise price of
Redeemable Warrants exercised after January 6, 1995 and to the extent not
inconsistent with the guidelines of the NASD and the rules and regulations of
the Commission. Such warrant solicitation fee will be paid to the Underwriter
if (a) the market price of the Company's Common Stock on the date the Warrant
9
<PAGE>
is exercised is greater than the exercise price of the Redeemable Warrant; (b)
the exercise of the Redeemable Warrant was solicited by an NASD member firm; (c)
prior specific written approval for exercise is received from the customer if
the Redeemable Warrant is held in a discretionary account; (d) disclosure of
this compensation arrangement is made prior to or upon the exercise of the
Redeemable Warrant; (e) solicitation of the exercise is not in violation of Rule
l0b-6 of the Exchange Act; and (f) solicitation of the exercise is in compliance
with NASD Notice to Members 81-38. In addition, unless granted an exemption by
the Commission from Rule l0b-6 under the Exchange Act, the Underwriter will be
prohibited from engaging in any market making activities or solicited brokerage
activities with regard to the Company's securities for the period from nine
business days prior to any solicitation of the exercise of any Redeemable
Warrant or nine business days prior to the exercise of any Redeemable Warrant
based on a prior solicitation until the later of the termination of such
solicitation activity or the termination (by waiver or otherwise) of any right
the Underwriter may have to receive a fee for the exercise
of the Redeemable Warrants following such solicitation. As a result, the
Underwriter may be unable to continue to provide a market for the Company's
securities during certain periods while the Redeemable Warrants are exercisable.
For a 30-month period that commenced January 6, 1994, the Underwriter
has a preferential right to purchase for its account or to sell for the account
of the Company any securities of the Company with respect to which the Company
may seek a public or private offering for cash. The Company will consult with
the Underwriter with regard to any such offering and will offer to the
Underwriter the opportunity to purchase or sell any such securities on terms not
less favorable to the Company than it can secure elsewhere. The Underwriter
shall have a minimum of thirty (30) business days in which to accept such offer.
The Underwriter's discount, the non-accountable expense allowance, and
the Unit Purchase Option (including the Units underlying such option and the
warrants included in such Units), are deemed to be underwriting compensation in
connection with the 1994 Offering. In addition, any profit realized on the sale
of securities issuable upon the exercise of the Unit Purchase Option may be
deemed additional underwriting compensation.
The Company has agreed to indemnify the Underwriter and others against
certain liabilities, including liabilities under the Securities Act. Insofar as
indemnification for liabilities arising under the Securities Act may be
provided to officers, directors, or persons controlling the Company, the Company
has been informed that in the opinion of the Commission, such indemnification is
against public policy and therefore unenforceable.
USE OF PROCEEDS
Any proceeds received by the Company as the result of the exercise of
the Employee Options will be used for general working capital purposes.
However, the Company will receive none of the proceeds from the sale of any
shares issued upon exercise of such options, including the 861,000 Option Shares
covered by this Prospectus. With respect to the other presently unissued shares
of Common Stock covered by this Prospectus, such shares will be issued (either
directly or upon exercise of options) to employees and consultants as awards
under the Amended 1994 Plan.
PLAN OF DISTRIBUTION
The Option Shares may be sold from time to time to purchasers directly
by any of the Selling Shareholders or, alternatively, any of the Selling
Shareholders may from time to time offer the Option Shares through dealers or
agents, who may receive compensation in the form of underwriting discounts,
concessions, or commissions from the Selling Shareholders and/or purchasers of
the Option Shares for whom they may act as agent. Sales will be made at prices
and on terms then prevailing or at prices related to the current market price,
or in negotiated transactions. A Selling Shareholder that sells Option Shares
pursuant to the Registration Statement of which this Prospectus is a part will
be required to deliver a copy of this Prospectus to purchasers and will be
subject to certain of the civil liability provisions under the Securities Act in
connection with such sales.
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<PAGE>
The Company will pay all of the expenses incident to the registration
of the Option Shares, other than transfer taxes, if any, and commissions and
discounts of dealers and agents.
SELLING SHAREHOLDERS
The following table sets forth the names and addresses of each of the
Selling Shareholders, and (a) the amount of securities of the class owned by
each holder before the offering, (b) the amount to be offered for such holder's
account, and (c) the amount and (if one percent or more) percentage of the class
to be beneficially owned by such holder after the offering is complete. For
additional information concerning the exercise price, duration and other terms
of the options covering the shares of Common Stock offered below, see
"DESCRIPTION OF SECURITIES-Employee Options." Other than as described in the
notes to the following table, no Selling Shareholder has held any position or
office or had any other material relationship with the Company or any of its
predecessors or affiliates within the three years preceding the date of this
Prospectus.
<TABLE>
Amount of Amount and % of Class
Amount of Securities Securities Owned After Completion
Name and Address/1/ of Class Owned/2/ Offered/3/ of Offering/4/
- ------------------- -------------------- -------------- ------------------------
<S> <C> <C> <C> <C>
J. William Brandner 263,000 218,000 45,000 (1.6%)
2180 W. SR 434, Suite 6136
Longwood, FL 32779
Gary D. Bell 150,000/5/ 125,000/5/ 25,000 (0.9%)
365 Oak Place
Port Orange, FL 32127
Philip Howe Hoard 203,667.67 122,000 81,667.67 (2.9%)
7450 S. Homestead Drive
Hamilton, IN 46742-0487
Otto J. Nicols 120,000 115,000 5,000 (0.2%)
2180 W. SR 434, Suite 6136
Longwood, FL 32779
J. Melvin Stewart 518,923 198,000 320,923 (11.2%)
2201 Cantu Court
Sarasota, FL 34232
Max D. Tavernier 119,494.67 83,000 36,494.67 (1.3%)
7450 S. Homestead Drive
Hamilton, IN 46742-0487
</TABLE>
/1/ Each of the Selling Shareholders is a Director of the Company. Mr. J.
William Brandner is also President and Chief Executive Officer of the
Company. Mr. Gary D. Bell serves as President of Don Bell Industries, Inc.,
a subsidiary of the Company. Mr. Philip Howe Hoard serves as a Vice
President and Secretary of the Company. Mr. Otto J. Nicols serves as Vice
President, Treasurer (Chief Financial Officer) and Assistant Secretary of
the Company. Mr. J. Melvin Stewart serves as Chairman of the Board of
Directors of the Company and President of J.M. Stewart Industries, Inc. and
J.M. Stewart Corporation, indirect subsidiaries of the Company. Mr. Max D.
Tavernier serves as a Vice President of the Company.
/2/ Represents shares of Common Stock beneficially owned by the Selling
Shareholder, including shares of Common Stock issuable upon exercise of
presently exercisable Employee Options.
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<PAGE>
/3/ Includes 434,000 shares of Common Stock issuable upon exercise of Employee
Options granted to the various Selling Shareholders that were previously
registered under the Securities Act pursuant to the Company's Registration
Statement on Form S-8 (Registration No. 33-81348) filed by the Company with
the Commission on July 8, 1994. The remaining 427,000 shares of Common
Stock offered hereunder have been registered under the Securities Act
pursuant to an Amendment No. 1 to the aforementioned Registration Statement
on Form S-8, filed by the Company with the Commission on January 26, 1996.
/4/ Assumes that only the Selling Shareholder exercises his Employee Options
and that such Selling Shareholder sells all of his Option Shares.
/5/ Does not include options for 50,000 shares granted to Mr. Bell under the
Amended 1994 Plan that are not exercisable until September 7, 1996.
DESCRIPTION OF SECURITIES
COMMON STOCK
The Company is authorized to issue 50,000,000 shares of Common Stock, $.001
par value per share, of which 2,663,068.67 shares are issued and outstanding.
Each outstanding share of Common Stock is entitled to one vote on all matters
that may be voted upon by the owners thereof at meetings of the stockholders.
The holders of Common Stock (i) have equal ratable rights to dividends from
funds legally available therefor when, as, and if declared by the Board of
Directors of the Company; (ii) are entitled to share ratably in all of the
assets of the Company available for distribution to holders of Common Stock upon
liquidation, dissolution, or winding up of the affairs of the Company; (iii) do
not have preemptive, subscription, or conversion rights, or redemption or
sinking funds provisions applicable thereto; and (iv) are entitled to one non-
cumulative vote per share on all matters on which stockholders may vote at all
meetings of stockholders.
There are no provisions in the Articles of Incorporation or Bylaws of the
Company that would delay, defer or prevent a Change in Control of the Company.
However, certain material agreements to which the Company is a party could have
the effect of delaying, deferring or preventing such a Change in Control. See
"RISK FACTORS - Effect of Change in Control."
EMPLOYEE OPTIONS
As of the date of this Prospectus, there are outstanding a total of 1,144,000
Employee Options granted as awards to present and former employees under either
the Amended 1994 Plan, the 1988 Plan or the 1992 Plan. Under the terms of the
respective plans under which they were issued, all of the Employee Options are
exercisable in whole or in part within five years from the respective dates of
grant at exercise prices equal to the fair market value of the Common Stock
(determined in accordance with the terms of the respective plans) on the
respective dates of grant. Although 1,138,000 of shares of Common Stock
issuable upon exercise of the Employee Options (and the resale by the Selling
Shareholders of certain of such shares) have been registered under the
Securities Act, the Employee Options themselves have not been registered under
the Securities Act. However, a summary of the material terms of the Employee
Options is provided below for informational purposes.
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<PAGE>
Amended 1994 Plan Options. The following Employee Options are presently
-------------------------
outstanding under the Amended 1994 Plan:
(a) Options for the purchase of a total of 371,000 shares granted to
Messrs. J. William Brandner (98,000), Philip Howe Hoard (56,000), Otto J. Nicols
(40,000), J. Melvin Stewart (82,000), Max D. Tavernier (33,000), present
directors and executive officers of the Company, and Richard W. Coffman
(62,000), a former director and executive officer of the Company. Such options
are exercisable for a period of five years from September 6, 1994 at the
exercise price of $.88 per share.
(b) Options for the purchase of a total of 248,333 shares granted to
Messrs. Brandner (54,426), Hoard (27,213), Nicols (34,016), Stewart (110,000)
and Tavernier (22,678). Such options are exercisable for a period of five years
after September 1, 1995 at the exercise price of $.63 per share.
(c) Options for the purchase of a total of 125,000 shares granted to
Gary D. Bell, President of Don Bell Industries, Inc., a subsidiary of the
Company, and a Director of the Company since October 31, 1995, exercisable for
period of five years after September 7, 1995 at the exercise price of $.75 per
share, and options for a total of 50,000 shares exercisable for a period of five
years after September 7, 1996 at an exercise price equal to the fair market
value of the Common Stock on September 7, 1996.
(d) Options for the purchase of a total of 165,000 shares of Common
Stock granted to the following eight (8) employees of the Company or its
subsidiaries, none of whom are directors or officers of the Company, exercisable
for a period of five years after February 2, 1995 at the exercise price of $.56
per share: Rodger Loveing (25,000), Douglas Ward (25,000), Christopher S. Hersha
(25,000), Pamela J. Schaetzel (25,000), John A. Yax (25,000), Kenneth Overby
(20,000), Robert Smoker (10,000), and Douglas Davis (10,000).
1988 Plan Options. There are presently outstanding Employee Options for the
-----------------
purchase of up to a total of 166,667 shares of Common Stock under the 1988
Stock Option Plan as follows: J. William Brandner (65,574); Philip Howe Hoard
(32,787); Otto J. Nicols (40,984); and Max D. Tavernier (27,322). All of such
options are exercisable for a period of five years after July 17, 1995 at the
exercise price of $.69 per share, and are intended under the terms of the 1988
Stock Option Plan to qualify for federal income tax treatment as "incentive
stock options."
1992 Plan Options. The following Employee Options are presently outstanding
-----------------
under the 1992 Stock Option Plan:
(a) Options to purchase up to 3,000 shares prior to November 4, 1997 at
the exercise price of $.50 per share, and options to purchase up to 3,000 shares
prior to November 4, 1998 at the exercise price of $2.25 per share, granted to
Richard W. Coffman, a former director and executive officer of the Company,
pursuant to his employment agreement with the Company.
(b) Options to purchase up to 2,000 shares prior to November 4, 1997 at
the exercise price of $.50 per share, options to purchase up to 2,000 shares
prior to November 4, 1998 at the exercise price of $2.25 per share, and options
to purchase up to 2,000 shares prior to January 13, 2000 at the exercise price
of $.50 per share, granted to Philip Howe Hoard pursuant to his employment
agreement with the Company.
(c) Options to purchase up to 3,000 shares prior to August 24, 1999 at
the exercise price of $1.11 per share and options to purchase up to 3,000 shares
prior to January 13, 2000 at the exercise price of $.50 per share, granted to J.
Melvin Stewart under his employment agreement with Stewart Corporation, a
subsidiary of the Company.
Registration Rights
The Unit Purchase Option issued to the Underwriter includes demand and
piggyback registration rights with respect to the Unit Purchase Option and the
securities underlying the Unit Purchase Option for a period of four years,
commencing January 6, 1995. In connection with the SEMCO acquisition, the
Company granted J. Melvin Stewart a one-time demand registration right for the
316,923 unregistered shares of Common Stock issued to him in the acquisition,
exercisable during a four-year period beginning February 13, 1994. Also, the
Management Employment Agreements grant certain demand and piggyback registration
rights to the director-employees who are parties to such agreements in the event
their employment is terminated other than for cause following a "Change of
Control" as defined in the such agreements. See "RISK FACTORS - Effect of
Change of Control." Any exercise of such registration rights may result in
dilution in the interest of the Company's shareholders, hinder efforts by the
Company to arrange future financing, and/or have an adverse effect on the market
price of the Company's Common Stock and outstanding warrants.
13
<PAGE>
DESCRIPTION OF PLANS
1988 and 1992 Plans
The Company's 1988 Plan provides for the granting of options to certain
officers and employees of the Company to purchase an aggregate of not more than
166,666.67 shares of Common Stock. The Plan is designed to qualify as an
"incentive stock option plan" under the Internal Revenue Code (the"Code").
Effective July 17, 1995, the Company granted all 166,667 options available under
the 1988 Plan, to the following individuals: J. William Brandner, 65,574
options; Philip H. Hoard, 32,787 options; Otto J. Nicols, 40,984 options; and
Max D. Tavernier, 27,322 options. As required under the terms of the 1988 Plan,
the exercise price of all such options is equal to the fair market value of the
Common Stock ($.69 per share) on the July 17, 1995 date of grant, and such
options expire five years following such grant date.
The 1992 Plan provides for the granting of options to officers, Directors,
employees and consultants to purchase not more than an aggregate of 575,000
shares of Common Stock. Because the 1992 Plan did not receive shareholder
approval within 12 months of adoption by the Company's Board of Directors, all
options granted under the 1992 Plan are required to be treated as non-qualified
options. As of January 26, 1996, a total of 18,000 options had been granted
under the 1992 Stock Option Plan and were outstanding as follows: 3,000 options
to Mr. Coffman for each of 1992 and 1993; 3,000 options to Mr. Stewart for each
of 1994 and 1995; and 2,000 options to Mr. Hoard for each of 1992, 1993 and
1994, pursuant to the provisions of their respective employment agreements with
the Company prior to the 1995 amendments to such agreements.
The 1992 Plan includes a formula provision under which options to purchase
2,000 shares of Common Stock each year are to be granted to each non-employee
Director and a provision incorporating certain stock option terms of the
Company's employment agreements with Richard W. Coffman, Philip Howe Hoard and
J. Melvin Stewart. This latter provision obligates the Company to grant options
to purchase at least 3,000 shares per year to each of Mr. Coffman and Mr.
Stewart, and options to purchase at least 2,000 shares per year to Mr. Hoard, at
an exercise price equal to the fair market value of the common stock on the date
of grant. Under the terms of the 1992 Plan, the number of shares subject to
option in each year would increase if the Company's annual pre-tax profits
(profits before taxes and extraordinary items under generally accepted
accounting principles) for such year reported in the audited financial
statements filed with the Company's Annual Report on Form 10-KSB exceed
$500,000. As the result of the 1995 amendments to the Company's employment
agreements with Messrs. Coffman, Hoard and Stewart, the Company is no longer
obligated to make any annual or other grants of options under the 1992 Plan to
such persons.
Pursuant to both the 1988 Plan and the 1992 Plan (collectively, the "Stock
Option Plans"), the Board of Directors or a committee of non-employee Directors
established to administer the plan determines, subject to the provisions of the
respective Stock Option Plan, the persons to whom options are granted, the
number of shares of common stock subject to option, the period during which
the options may be exercised and the terms and provisions of each option. The
Stock Option Plans place restrictions on the grant of options to persons who
are, at the time of the grant, members of any such plan committee and on the
grant of options to employee-Directors. No option may be granted more than ten
years after the effective date of the respective plan or exercised more than ten
years after the date of grant (five years if the optionee owns more than 10% of
the voting stock of the Company). Additionally, with respect to incentive (or
"qualified") options under the 1988 Plan, the option price may not be less than
14
<PAGE>
100% of the fair market value of the Common Stock on the date of the grant (110%
if the optionee owns more than 10% of the outstanding voting stock of the
Company). Ordinarily under the 1988 Plan, optionees must remain continuously in
the service of the Company for 18 months before the right to exercise an
incentive option vests; under the 1992 Plan, the Board of Directors or plan
committee determines, in each individual case, whether to apply such
requirements or any similar requirement. Subject to certain limited exceptions,
options may not be exercised unless, at the time of exercise, the optionee is in
the service of the Company. The 1992 Stock Option Plan was amended subsequent
to its adoption to provide that no options may be granted thereunder at an
exercise price less than 85% of the fair market value per share of the Common
Stock on the date of grant.
ITEM 1. AMENDED 1994 PLAN INFORMATION.
Set forth below is certain information required to be delivered to
participants in the Amended 1994 Plan, pursuant to Rule 428 of the Commission
promulgated under the Securities Act:
(a) General Plan Information.
------------------------
(1) The title of the Amended 1994 Plan is the "La-Man Corporation Amended
and Restated 1994 Employee and Consultant Stock Compensation Plan" and the
registrant whose securities are to be offered pursuant to the Amended 1994 Plan
is La-Man Corporation, a Nevada corporation having its principal corporate
offices at 2180 West State Road 434, Suite 6136, Longwood, Florida 32779 (the
"Company" or "Registrant"). Capitalized terms used herein and not otherwise
defined have the meanings ascribed to them in the Amended 1994 Plan. A copy of
the Amended 1994 Plan, as in effect prior to the September 1, 1995 amendment
thereto, has been previously filed as an exhibit to the Registration Statement
on Form S-8 (Registration No. 33-81348) to which this Prospectus relates, and a
copy of Amendment No. 1 thereto effective September 1, 1995 has previously been
filed by the Company as an exhibit to the 1995 Annual Report, and are
incorporated by reference herein.
(2) The effective date of the Amended 1994 Plan is June 29, 1994, the date of
its approval by the Board of Directors of the Company (the "Board of
Directors"). The Amended 1994 Plan amended and restated the Company's original
1994 Employee and Consultant Stock Compensation Plan effective February 10, 1994
(the "Original Plan"), which authorized the Board of Directors to grant awards
of up to 575,000 shares of Common Stock as compensation to certain employees,
officers, directors, consultants and other persons providing certain bona fide
consulting and other services to the Company. The June 29, 1994 amendment and
restatement: (i) increased the number of shares of Common Stock issuable under
the plan (either as direct awards or upon exercise of option awards) from
575,000 shares to 1,200,000 shares; (ii) authorized the Finance Committee of the
Board of Directors (the "Finance Committee"), as well as the Board of Directors,
to administer the Plan and make determinations with respect to the granting of
awards thereunder; and (iii) authorized the Board of Directors or the Finance
Committee to award to Eligible Participants (as defined in the Amended 1994
Plan), in addition to shares of Common Stock, grants of options to purchase
Common Stock in amounts, at exercise prices and for terms as may be determined
by the Board of Directors or the Finance Committee; however, the term of
exercise of any of such options may not be more than five years following the
date of grant and the exercise price per share may not be less than the per
share par value of the Common Stock. Effective September 1, 1995, the Board of
Directors of the Company approved an amendment to the plan increasing the
maximum number of shares awardable thereunder (either directly or upon exercise
of option awards) from 1,200,000 shares to 2,200,000 shares. The effective date
of the Amended 1994 Plan is June 29, 1994; however, with respect to awards of
Common Stock made under the Original Plan prior to such date, the effective date
is deemed to be February 10, 1994.
15
<PAGE>
(3) The general nature and purpose of the Amended 1994 Plan is to further the
growth of the Company by allowing the Company to compensate employees, officers,
directors, consultants and certain other persons providing certain bona fide
consulting and other services to the Company, through the award of shares of
Common Stock or options to purchase shares of Common Stock ("Options"). The
Board of Directors or the Finance Committee may suspend or terminate the Amended
1994 Plan at any time or from time to time, but no such action shall adversely
affect the rights of any person granted an Award under the Amended 1994 Plan
prior to that date. The Board of Directors or Finance Committee is responsible
for the administration of the Amended 1994 Plan and the granting of Awards under
the Amended 1994 Plan. Subject to the provisions of the Amended 1994 Plan, the
Board of Directors or Finance Committee has full authority and the sole and
absolute discretion to interpret the Amended 1994 Plan, to prescribe, amend and
rescind rules and regulations relating to the Amended 1994 Plan, and to make all
other determinations which it believes to be necessary or advisable in
administering the Amended 1994 Plan. The determinations of the Board of
Directors or Finance Committee on such matters shall be conclusive, final and
binding on all persons having an interest in Awards granted under the Amended
1994 Plan.
(4) The Amended 1994 Plan is not subject to any provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
(5) Certain members of the Board of Directors are employees of the Company or
certain of its subsidiaries. Members of the Board of Directors are elected by
the shareholders of the Company at each annual meeting of shareholders.
Stockholders of the Company are not permitted to cumulate their votes for the
election of directors.
The Finance Committee was formed by the Board of Directors of the Company on
April 24, 1994 pursuant to authority conferred on the Board of Directors under
the Company's Bylaws. The Finance Committee, which was dissolved on October 31,
1995 at the annual meeting of the Board of Directors and certain of its powers
redelegated to a newly formed Compensation Committee (described below), was
required to be comprised of four directors appointed by the Board of Directors,
three of whom are required to be the Chairman of the Board of Directors, the
President and the Chief Financial Officer of the Company. The Finance
Committee, until such committee was terminated by the Board of Directors on
October 31, 1995, was delegated the right to exercise the following powers of
the Board of Directors in the management of the business and financial affairs
of the Company: (a) to authorize the incurrence by the Company of short-term
and/or long-term indebtedness and the granting of collateral security therefor;
(b) to consider, examine, negotiate, authorize and approve acquisitions of the
capital stock or assets of corporations, partnerships or other forms of business
entities, whether in consideration of cash or other property including without
limitation equity securities of the Company; (c) to negotiate and enter into
engagement letters with investment bankers, underwriters and other professionals
with respect to corporate acquisitions and private and registered public
offerings of debt or equity securities of the Company; (d) except to the extent
required by applicable law to be approved by the Board of Directors, to
negotiate, authorize and approve private, unregistered offerings of debt or
equity securities of the Company (including without limitation stock options) in
consideration of cash or other property; (e) to authorize and approve grants of
awards of securities of the Company under the Amended 1994 Plan, as the same
may be further amended from time to time, and to approve and authorize
agreements with recipients of such awards as contemplated by the Amended 1994
Plan; and (f) to authorize and approve on behalf of the Company contracts and
agreements necessary in connection with any of the foregoing.
At its October 31, 1995 annual meeting, the Board of Directors voted to
disband and dissolve the Finance Committee and its authority, including the
authority to administer the Amended 1994 Plan, which authority was redelegated
to a newly formed Compensation Committee of the Board of Directors
("Compensation Committee"). Except to the extent otherwise prohibited by law,
until terminated or its authority is modified by the Board of Directors, the
Compensation Committee has and may exercise all powers and authority otherwise
conferred on the Board of Directors of the Company in the determination of
salaries, wages, fees and all other forms of compensation and benefits payable
to employees, agents or other representatives of the Company and its
subsidiaries, including without limitation: (a) the determination and oversight
of compensation and benefits payable to certain designated executive officers;
and (b) the administration of the Company's 1988 Stock Option Plan, the
Company's 1992 Stock Option and Appreciation Rights Plan, and the Amended 1994
Plan, as such plans may be subsequently amended from time to time, and all other
present and future employee benefit plans made available to employees,
consultants, agents and other representatives of the Company and its
16
<PAGE>
subsidiaries. The Compensation Committee is appointed by the Board of
Directors and is to be comprised of three (3) directors, none of whom may be an
employee or officer of the Company or any of its subsidiaries. Any action taken
by the Compensation Committee must be approved by the affirmative vote of not
less than a majority of the members of the Compensation Committee. Any action
to be taken by the Compensation Committee may be taken in lieu of a meeting by
unanimous written consent of the members of the Compensation Committee, in the
same manner as legally required if such action were taken by the Board of
Directors of the Company by written consent in lieu of a meeting. The present
members of the Compensation Committee are Ithiel C. Clemmons, Thomas N. Grant
and Robert M. Smithers, each of whom was newly elected as a member of the Board
of Directors of the Company at the October 31, 1995 annual meeting of the
Company's shareholders.
Participants in the Amended 1994 Plan may obtain additional information about
the Amended 1994 Plan and its administrators by contacting J. William Brandner,
President, La-Man Corporation, 2180 State Road 434, Suite 6136, Longwood,
Florida 32779, (407) 865-5995.
(b) Securities to be Offered.
------------------------
The maximum number of shares of Common Stock as to which Common Stock Awards
and Option Awards may be granted under the Amended 1994 Plan is 2,200,000
shares, which may be authorized but unissued shares, treasury shares or shares
which have been issued and reacquired by the Company. As of the date of this
Prospectus, 351,367 shares of Common Stock have been issued (either directly or
upon exercise of options) as awards to consultants under the Amended 1994 Plan,
and an additional 959,333 shares are reserved for issuance upon exercise of
options granted under the plan to present and former employees, leaving a
maximum of 889,300 shares available for issuance as Awards under the Amended
1994 Plan. The number of shares of Common Stock reserved for and subject to
Awards is subject to adjustment proportionately from time to time to reflect any
change in the number of issued and outstanding shares of Common Stock through
declaration and distribution of stock dividends, recapitalizations resulting in
stock split-ups, changes in par value, combinations or exchange of shares, or
the like occurring or effective while any such shares of Common Stock are being
held in reserve for Awards or are subject to Awards under the Amended 1994 Plan;
however, fractional shares of Common Stock resulting from any such adjustments
are to be eliminated.
(c) Persons Who May Participate in the Amended 1994 Plan.
----------------------------------------------------
"Eligible Participant" means any person, firm or other entity that renders
bona fide services to the Company or any of its Subsidiaries, including without
limitation, the following: persons employed by the Company or any Subsidiary on
a full-time basis; officers and non-employee directors of the Company and its
Subsidiaries; and persons, firms or entities engaged by the Company or any
Subsidiary as independent consultants, including without limitation attorneys,
law firms, accountants, accounting firms, public relations firms and other
professional advisors; provided, however, that the term Eligible Participant
shall not include any consultant or advisor providing services to the Company or
any Subsidiary in connection with the offer or sale of securities in a capital-
raising transaction.
Eligible Participants do not have any right to elect to participate in the
Amended 1994 Plan. Awards of Common Stock or Options may be granted under the
Amended 1994 Plan to Eligible Participants identified in writing by the Board of
Directors or the Compensation Committee (as successor to the Finance Committee)
from time to time by duly adopted resolution. Under the Amended 1994 Plan, the
Board of Directors or the Compensation Committee has complete discretion to
determine when and to which Eligible Participants Awards are to be granted, and
the number of shares of Common Stock or Options as to which Awards granted to
each Eligible Participant will relate. No grant will be made if, in the
judgment of the Board of Directors or the Compensation Committee, such grant
would violate any provisions of the Securities Act or the rules and regulations
promulgated thereunder.
17
<PAGE>
(d) Purchase of Securities Pursuant to the Amended 1994 Plan and Payment for
------------------------------------------------------------------------
Securities Offered.
- ------------------
The Amended 1994 Plan will continue in effect until such time as the Amended
1994 Plan may be terminated by the Board of Directors or the Compensation
Committee pursuant to its terms. However, no such termination will adversely
affect the rights of any person granted an Award under the Amended 1994 Plan
prior to the date of termination.
The Amended 1994 Plan is noncontributory, and neither employees of La-Man nor
other Eligible Participants may elect to participate in the Amended 1994 Plan.
Awards of Common Stock or Options granted to Eligible Participants under the
Amended 1994 Plan are paid for through the performance by the recipient of bona
fide services to the Company or its Subsidiaries.
The number of shares of Common Stock included in Common Stock Awards granted
under the Amended 1994 Plan will be measured by fair market value on the
appropriate date for valuing the Award. For purposes of the Amended 1994 Plan,
"fair market value" shall mean the weighted average (as provided below) of the
high and low bid prices of the Common Stock as reported in The Wall Street
Journal for the ten (10) trading days (which need not be consecutive) on which
share price information of the Common Stock is reported in The Wall Street
Journal, immediately preceding the eighth (8th) trading day prior to the date of
the Award, provided that none of such ten (10) trading days is more than forty-
five (45) days prior to the date of such Award. "Weighted average" means
weighted by the total volume of shares of Common Stock traded on each of the
applicable ten (10) trading days. If sufficient per share price quotations for
the Common Stock are not available from The Wall Street Journal, then "fair
market value" shall be reasonably determined by the Board of Directors or the
Compensation Committee in its sole discretion.
Options included in Awards granted under the Amended 1994 Plan may not have an
exercise date more than five years following the Date of Grant and may not have
a per share exercise price less than the per share par value of the Common
Stock; otherwise, the Board of Directors or the Compensation Committee has the
right to determine in its sole discretion the number of shares to be included
with respect to any Option Awards, the exercise price, the duration of exercise,
and such other terms and conditions as may be prescribed.
(e) Resale Restrictions.
-------------------
Each Award shall be evidenced by a written agreement delivered to the Company
from the Eligible Participant receiving such Award in such form and substance as
the Board of Directors or the Compensation Committee may from time to time
prescribe. Such agreement shall include such restrictions on the resale or
other transfer of the Common Stock or Options (including the shares of Common
Stock issuable upon exercise) that are subject to the Award as the Board of
Directors or the Compensation Committee in its sole discretion may deem
appropriate in order to comply with applicable law. The Board of Directors or
the Compensation Committee may also postpone delivery of Common Stock or Options
subject to an Award for such time as the Board of Directors or the Compensation
Committee in its discretion may deem necessary in order to permit the Company
with reasonable diligence (i) to effect or maintain registration under the
Securities Act or the securities laws of any other applicable jurisdiction of
any shares of Common Stock subject to an Award (including shares issuable upon
exercise of Options) or (ii) to determine that such shares are exempt from
registration. The Company is not obligated by virtue of any provision of the
Amended 1994 Plan to issue shares of Common Stock or Options in violation of the
Securities Act or any other applicable laws. The Amended 1994 Plan and all
determinations and actions taken pursuant thereto are governed by the laws of
the State of Florida.
(f) Tax Effects of Participation in Amended 1994 Plan.
-------------------------------------------------
An Eligible Participant who receives a Common Stock Award under the Amended
1994 Plan generally will recognize ordinary income for federal income tax
purposes equal to the fair market value of such Common Stock at its issuance
date. Under current tax laws, an Eligible Participant will not ordinarily
recognize income for federal income tax purposes upon the grant of Options under
the Amended 1994 Plan provided the Options do not have a readily ascertainable
18
<PAGE>
fair market value. For example, under present IRS regulations options do not
have a readily ascertainable fair market value if they are both non-
transferrable and are not actively traded on an established securities market.
In that event, since the Options are intended to be non-qualified under the
Internal Revenue Code, an Eligible Participant will generally recognize ordinary
income when the Option is exercised, in an amount equal to the excess (if any)
of the fair market value on the exercise date of the shares of Common Stock
acquired over the aggregate exercise price.
The recognition of income by an Eligible Participant upon the Award of shares
of Common Stock or the exercise of an Option, and the determination of the
amount of such income, may be postponed if as of the date of Award or exercise a
disposition of the acquired shares at a profit could subject the Eligible
Participant to liability under Section 16(b) of the Securities Exchange Act of
1934, as amended. In that event, the recognition and determination of ordinary
income will be delayed for 6 months, or, if earlier, until the acquired shares
may be sold without liability under Section 16(b), unless the Eligible
Participant elects under Section 83(b) of the Internal Revenue Code to recognize
such income and make such determination as of the Award or exercise date.
The basis of the Common Stock in the hands of the Eligible Participant will be
increased by the ordinary income recognized by the Eligible Participant as the
result of its issuance by Award or Option exercise. Upon a subsequent sale, the
Eligible Participant will recognize taxable income or loss equal to the
difference between the amount realized on the sale and the recipient's basis in
the Common Stock. Such gain or loss will be short or long term capital gain
depending upon the length of the holding period subsequent to the date of
ordinary income recognition.
The Company or its Subsidiary (whichever receives the respective services) may
take a corresponding deduction in the same amount and at the same time ordinary
income is recognized by an Eligible Participant as a result of issuance of
Common Stock by Award or Option exercise under the Amended 1994 Plan, provided
that such issuance constitutes an ordinary and necessary business expense under
Internal Revenue Code Section 162 and the Company or Subsidiary effects any
applicable federal income tax withholding.
(g) Investment of Funds.
-------------------
Not applicable.
(h) Withdrawal from the Amended 1994 Plan; Assignment of Interest.
-------------------------------------------------------------
Not applicable.
(i) Forfeitures and Penalties.
-------------------------
The Company may elect to withhold from shares of Common Stock or Options
awarded under the Amended 1994 Plan a sufficient number of such shares or
Options to satisfy any tax withholding obligations of the Company. If the
Company becomes required to pay withholding tax to any federal, state or any
other taxing authority as the result of the granting of an Award or the exercise
of an Option and the Eligible Participant fails to provide the Company with the
funds with which to pay such withholding tax, the Company may withhold up to 50%
of each payment of salary or other consideration otherwise payable to the
Eligible Participant (which will be in addition to any other required or
permitted withholding) until the Company has been reimbursed for the entire
withholding tax it was required to pay.
(j) Charges and Deductions and Liens Therefor.
-----------------------------------------
If the granting of an Award or the exercise of an Option is subject to
withholding tax, the Company is authorized under the Amended 1994 Plan to
withhold (or cause the appropriate Subsidiary to withhold) from an Eligible
Participant's salary or other cash consideration such sums of money as are
necessary to pay the Eligible Participant's withholding tax. The Company may
elect to withhold from the shares of Common Stock or Options to be issued under
the Amended 1994 Plan a sufficient number of shares or Options to satisfy the
Company's withholding obligation. See subparagraph (i) above.
19
<PAGE>
No Eligible Participant has or may create any lien on any funds, securities or
other property held under the Amended 1994 Plan or any interest in the Amended
1994 Plan.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The following previously filed reports and documents of the Company are
incorporated by reference in the Company's Registration Statement on Form S-8
(Registration No. 33-81348), as amended, to which this Prospectus relates: (a)
the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30,
1995 including the portions of the Company's Proxy Statement dated October 6,
1995 incorporated by reference in the 1995 Annual Report; (b) the Company's
Quarterly Report on Form 10-QSB for the three-month period ended September 30,
1995; (c) the Company's Report on Form 10-C dated September 7, 1995 of change in
number of shares of Common Stock outstanding; (d) the Company's Current Report
on Form 8-K dated September 7, 1995 with respect to the acquisition by the
Company of Don Bell Industries, Inc.; (e) the Company's Current Report on Form
8-K dated January 12, 1996 with respect to the refinancing of certain
indebtedness of the Company and its subsidiaries; (f) the description of the
Company's Common Stock contained in the Prospectus dated November 30, 1995, as
filed by the Company with the Commission pursuant to Rule 424(b) under the
Securities Act and included in the Company's Registration Statement on Form S-3
(Registration No. 33-98964), as amended by Amendment No. 1 thereto dated
November 30, 1995, as such description may be amended from time to time; and (g)
the Company's Registration Statement on Form S-8 filed with the Commission on
April 20, 1994 (Registration No. 33-77924), registering up to 575,000 shares of
Common Stock for issuance as awards under the Company's 1994 Employee and
Consultant Stock Compensation Plan effective February 10, 1994. These Reports,
Prospectus information and Registration Statement, as well as all other reports
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, are hereby incorporated by reference in this
Prospectus and copies of such documents and other documents required to be
delivered to participants pursuant to Rule 48(b) of the Commission may be
obtained, without charge, upon oral or written request by any person to the
Company at 2180 State Road 434, Suite 6136, Longwood, Florida 32779, telephone
number (407) 865-5995, attention: J. William Brandner, President.
EXPERTS
The financial statements 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 report, incorporated herein by
reference and are incorporated herein in reliance upon such report given upon
the authority of said firm as experts in auditing and accounting.
20
<PAGE>
===========================================
NO DEALER, SALESPERSON OR OTHER
PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS PROSPECTUS AND ANY
INFORMATION OR REPRESENTATION NOT
CONTAINED HEREIN MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS SUPPLEMENT DOES NOT CONSTITUTE AN
OFFER OF ANY SECURITIES OTHER THAN THE
REGISTERED SECURITIES TO WHICH IT RELATES OR
AN OFFER TO ANY PERSON IN ANY JURISDICTION
WHERE SUCH OFFER WOULD BE UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALES MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THE INFORMATION HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE HEREOF OR THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
THE COMPANY SINCE SUCH DATE.
TABLE OF CONTENTS
Available Information ............... 2
Incorporation by Reference .......... 2
Selected Information ................ 3
Risk Factors ........................ 3
Use of Proceeds ..................... 10
Plan of Distribution ................ 10
Selling Shareholders ................ 10
Description of Securities ........... 11
Description of Plans ................ 13
Experts ............................. 19
===========================================
===========================================
1,809,667 SHARES
OF COMMON STOCK
LA-MAN
---------------
PROSPECTUS
---------------
LA-MAN CORPORATION
2180 West State Road 434
Suite 6136
Longwood, Florida 32779
(407) 865-5995
January 26, 1996
===========================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
La-Man Corporation ("La-Man") hereby incorporates by reference in this
Registration Statement the following documents:
(a) La-Man's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1995 including the portions of the Company's proxy statement dated
October 6, 1995 incorporated by reference in the 1995 Annual Report;
(b) La-Man's Quarterly Report on Form 10-QSB for the three-month
period ended September 30, 1995;
(c) La-Man's Report on Form 10-C dated September 7, 1995 of change in
number of shares of Common Stock outstanding;
(d) La-Man's Current Report on Form 8-K dated September 7, 1995 with
respect to the acquisition by the Company of Don Bell Industries, Inc.;
(e) La-Man's Current Report on Form 8-K dated January 12, 1996 with
respect to the refinancing of certain indebtedness of La-Man and its
subsidiaries;
(f) The description of La-Man's Common Stock contained in the
Prospectus dated November 30, 1995, as filed by La-Man with the Commission
pursuant to Rule 424(b) under the Securities Act and included in La-Man's
Registration Statement on Form S-3 (Registration No. 33-98964), as amended by
Amendment No. 1 dated November 30, 1995; and
(g) La-Man's Registration Statement on Form S-8 filed with the
Commission on April 20, 1994 (Registration No. 33-77924), registering up to
575,000 shares of Common Stock for issuance as awards under La-Man's 1994
Employee and Consultant Stock Compensation Plan effective February 10,
1994.
All reports and other documents filed by La-Man subsequent to the date of this
Registration Statement pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be considered a
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
A description of the Common Stock of La-Man is incorporated herein by
reference from La-Man's Registration Statement on Form S-3 (Registration No. 33-
98964), as amended by Amendment No. 1 dated November 30, 1995.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Bylaws of La-Man provide for indemnification of officers,
directors, employees and other corporate agents to the fullest extent permitted
by the General Corporation Law of Nevada, as amended from time to time, which
makes provision for the indemnification of officers, directors and other
corporate agents in terms sufficiently
<PAGE>
broad to permit indemnification of such persons, under certain circumstances,
for liabilities (including reimbursement of expenses incurred) arising under the
Securities Act of 1933, as amended.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of La-Man pursuant to the foregoing provisions, or otherwise, La-Man has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 La-Man Corporation Amended and Restated 1994 Employee and Consultant
Stock Compensation Plan (previously filed as an exhibit).
4.2 Amendment No. 1 to La-Man Corporation Amended and Restated 1994
Employee and Consultant Stock Compensation Plan, effective as of
September 1, 1995 (previously filed as an exhibit to La-Man's Annual
Report on Form 10-KSB for the fiscal year ended June 30, 1995 and
incorporated herein by reference).
5.1 Opinion of Smith, Mackinnon, Harris, Greeley, Bowdoin & Edwards, P.A.
5.2 Opinion of Jimmerson, Davis & Santoro, P.C.
21.1 Subsidiaries (previously filed as exhibit to La-Man's Annual Report on
Form 10-KSB for the fiscal year ended June 30, 1995 and incorporated
herein by reference).
23.1 Consent of Smith, Mackinnon, Harris, Greeley, Bowdoin & Edwards, P.A.
(contained in Opinion filed as Exhibit 5.1).
23.2 Consent of Jimmerson, Davis & Santoro, P.C.
(contained in Opinion filed as Exhibit 5.2).
23.3 Consent of BDO Seidman, LLP, independent certified public accountants.
24.1 Power of Attorney (previously filed).
ITEM 9. UNDERTAKINGS.
La-Man hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(1) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(2) 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
II-2
<PAGE>
(3) 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, including
(but not limited to) any addition or election of a managing underwriter.
(b) 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 offered at that time shall be deemed to be the
initial bona fide offering thereof.
(c) 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.
La-Man hereby undertakes that, for purposes of determining any liability under
the Securities Act of 1933, each filing of La-Man's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement referring to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
----
fide offering thereof.
- ----
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of La-Man
pursuant to the foregoing provisions, or otherwise, La-Man 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 as payment by La-Man 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, La-Man will, unless in the
opinion of its counsel that matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question as to whether such
indemnification by it is against public policy as expressed in such Act and will
be governed by the final adjudication of such issue.
SIGNATURES CONTAINED ON FOLLOWING PAGE II-4
II-3
<PAGE>
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-8 and has duly caused this Post-Effective
Amendment No. 1 to Form S-8 Registration Statement (Registration No. 33-81348)
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Longwood, State of Florida, on this 23rd day of January, 1996.
LA-MAN CORPORATION
By: /s/ J. William Brandner
------------------------------------
J. William Brandner, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on January 23, 1996.
Signature Title
- --------- -----
/s/ J. William Brandner President, Chief Executive
- ------------------------------ Officer and Director
J. William Brandner
/s/ Otto J. Nicols Vice President, Treasurer,
- ------------------------------- Chief Financial Officer
Otto J. Nicols and Director
By: /s/ J. William Brandner
---------------------------
J. William Brandner, Attorney-in-Fact
II-4
<PAGE>
EXHIBIT 5.1
OPINION OF SMITH, MACKINNON, HARRIS,
GREELEY, BOWDOIN & EDWARDS, P.A.
[LETTERHEAD OF
SMITH, MACKINNON, HARRIS, GREELEY, BOWDOIN & EDWARDS
APPEARS HERE]
January 23, 1996
La-Man Corporation
2180 West State Road 434, Suite 6136
Longwood, FL 32779
Gentlemen:
We have acted as counsel to La-Man Corporation, a Nevada corporation ("La-
Man"), in connection with the preparation of a Post-Effective Amendment No. 1
("Amendment") to La-Man's Registration Statement on Form S-8 (Registration No.
33-81348) (the "Registration Statement"), to be filed with the Securities and
Exchange Commission (the "Commission") with respect to: (a) 1,000,000 additional
shares of common stock, par value $.001 per share, of La-Man ("Common Stock"),
reserved for issuance from time to time upon grants of awards of Common Stock or
upon exercise of Common Stock option awards granted pursuant to La-Man's Amended
and Restated 1994 Employee and Consultant Stock Compensation Plan, as amended by
Amendment No. 1 thereto effective September 1, 1995 (as so amended, the "Stock
Compensation Plan"); (b) 166,667 shares of Common Stock issuable upon exercise
of options granted to certain employee-directors of La-Man pursuant to La-Man's
1988 Stock Option Plan (the "1988 Plan"); and (c) 12,000 shares of Common Stock
issuable upon exercise of options granted to certain employee-directors of La-
Man pursuant to La-Man's 1992 Stock Option and Appreciation Rights Plan (the
"1992 Plan"). The foregoing aggregate 1,178,667 shares of Common Stock are
hereinafter sometimes collectively referred to as the "Registered Shares."
We have examined and relied upon: the Articles of Incorporation and Bylaws
of La-Man; the form of the Stock Compensation Plan; the La-Man Officer's
Certificate dated January 22, 1996 setting forth resolutions of the Finance
Committee of the Board of Directors approving the amendment to the Stock
Compensation Plan effective September 1, 1995; the form of the 1988 Plan, the
form of the 1992 Plan, and the La-Man Officer's Certificate dated January 22,
1996 setting forth resolutions of the Board of Directors of La-Man or the
Finance Committee thereof approving the 1988 Plan, the 1992 Plan and options
granted as awards to certain employees thereunder; and we have also examined
such other documents as we deemed advisable, for purposes of expressing the
following opinion. Insofar as the opinion expressed below relates to shares of
Common Stock issuable upon the exercise of Common Stock purchase options granted
as awards under the Stock Compensation Plan, the 1988 Plan or the 1992 Plan, we
have assumed that prior to the issuance of any such shares the Company will have
received the full exercise price therefor and that all other conditions
precedent to the exercise of such options will have been fulfilled.
<PAGE>
Based upon the foregoing and such other matters as we have deemed relevant,
it is our opinion that the Registered Shares included in the Registration
Statement pursuant to the Amendment will, when issued in accordance with the
terms of the Stock Compensation Plan, the 1988 Plan or the 1992 Plan, as
applicable, be duly authorized, legally issued, fully paid and nonassessable.
We are admitted to practice in the State of Florida only. Accordingly, the
opinions expressed above are with respect to federal law and the laws of Florida
only. As to matters governed by the State of Nevada, we have relied solely upon
the opinion of Jimmerson, Davis & Santoro, P.C. dated January 22, 1996.
Moreover, we express no opinion with respect to the securities laws of any state
other than the State of Florida. The opinion is made as of the date of this
letter, and after this date we undertake no obligation to update such opinion to
reflect any facts or circumstances which may later come to our attention or any
changes to applicable laws after the date hereof.
This opinion is furnished to and is solely for the benefit of La-Man and
neither this opinion nor any copies hereof may be delivered to or relied upon
by, any governmental agency or other person without our prior written approval.
Notwithstanding the foregoing, we consent to the use of this opinion as an
exhibit to the Amendment.
Very truly yours,
SMITH, MACKINNON, HARRIS,
GREELEY, BOWDOIN & EDWARDS, P.A.
By: /s/ Marshall S. Harris, Esq.
------------------------------------
Marshall S. Harris, Esq.
<PAGE>
EXHIBIT 5.2
OPINION OF JIMMERSON, DAVIS & SANTORO, P.C.
[LETTERHEAD OF
JIMMERSON, DAVIS & SANTORO, P.C.
APPEARS HERE]
January 22, 1996
La-Man Corporation
Sanlando Center, Suite 6136
2180 State Road 434
Longwood, FL 32779
RE: FORM S-8 REGISTRATION STATEMENT
Gentlemen:
We have acted as counsel to La-Man Corporation, a Nevada corporation ("La-Man"),
in connection with the preparation of a Post-Effective Amendment No. 1
("Amendment") to La-Man's Registration Statement on Form S-8 (Registration No.
33-81348) (the "Registration Statement"), to be filed with the Securities and
Exchange Commission (the "Commission") with respect to 1,000,000 additional
shares of common stock, par value $.001 per share, of La-Man ("Common Stock"),
reserved for issuance from time to time upon grants of awards of Common Stock or
upon exercise of Common Stock option awards granted pursuant to La-Man's Amended
and Restated 1994 Employee and Consultant Stock Compensation Plan, as amended by
Amendment No. 1 thereto effective September 1, 1995 (as so amended, the "Stock
Compensation Plan").
We have examined and relied upon the Articles of Incorporation and Bylaws of La-
Man, the form of the Stock Compensation Plan, the La-Man Corporation Officer's
Certificate dated January 22, 1996 setting forth resolutions of the Finance
Committee of the Board of Directors approving the amendment to the Stock
Compensation Plan effective September 1, 1995, and we have also examined such
other documents as we deemed advisable, for purposes of expressing the following
opinion.
Based upon the foregoing and such other matters as we have deemed relevant, it
is our opinion that the additional 1,000,000 shares of Common Stock reserved for
issuance under the Stock Compensation Plan as authorized pursuant to Amendment
No. 1 thereto effective September 1, 1995 and included in the Registration
Statement pursuant to the Amendment will, when issued in accordance with the
terms of the Stock Compensation Plan, be duly authorized, legally issued, fully
paid and nonassessable.
<PAGE>
The opinions set forth herein are expressly made subject to and are qualified by
the following:
1. In rendering this opinion, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals and the conformity to authentic originals of all
documents submitted to us as certified, conformed or photostatic
copies.
2. We have examined and relied upon the representations and
warranties as to factual matters contained in the Amendment and
the La-Man Corporation Stock Compensation Plan as submitted to us
by La-Man.
3. Insofar as the opinion expressed herein may relate to shares of
Common Stock issuable upon the exercise of Common Stock purchase
options granted as awards under the Stock Compensation Plan, we
have assumed that upon the exercise of any option contained in
the Plan, a resolution will be adopted by the Board of Directors
pursuant to NRS 78.200, entitled Rights or Options to Purchase
Stock, which sets forth the terms and the price at which any such
shares may be purchased from the Corporation, and that all other
conditions precedent to the exercise of such options will have
been fulfilled.
4. We are licensed to practice law in the State of Nevada only.
Accordingly, the opinions expressed above are with respect to the
laws of Nevada only. We express no opinion as to the laws of any
other jurisdiction, including federal securities and
pension/profit sharing plan requirements.
5. The opinions set forth herein are made as of the date of this
letter and we assume no obligation to update or supplement these
opinions to reflect any facts or circumstances which may
hereafter come to our attention, or any changes to the laws which
may hereafter occur.
6. The opinions presented are limited to matters expressly stated
herein, and no opinion may be implied or inferred beyond the
matters so stated.
<PAGE>
7. This opinion is furnished to and is solely for the benefit of La-
Man and neither this opinion nor any copies hereof may be delivered to, or
relied upon by, any governmental agency or other person without our prior
written approval. Notwithstanding the foregoing, we consent: (a) to the
reliance on this opinion by Smith, Mackinnon, Harris, Greeley, Bowdoin &
Edwards, P.A., with its opinion relative to the Amendment; and (b) to the use of
this opinion as an exhibit to the Amendment.
Thank you for utilizing the services of our firm in this matter and please feel
free to contact me if you have any questions or if any further information is
required.
Sincerely,
JIMMERSON, DAVIS & SANTORO, P.C.
/s/ Thomas W. Davis, II, Esq.
- ------------------------------
Thomas W. Davis, II, Esq.
TWD:ls:wp
cc: La-Man Corporation
(original sent to Marshall Harris, Esq.)
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
La-Man Corporation
Longwood, Florida
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated September
7, 1995 relating to the consolidated financial statements of La-Man Corporation
and subsidiaries appearing in the Company's Annual Report on Form 10-KSB for the
year ended June 30, 1995.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ BDO Seidman, LLP
------------------------
BDO SEIDMAN, LLP
Orlando, Florida
January 23, 1996
