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PROSPECTUS SUPPLEMENT Dated January 7, 1997
LA-MAN CORPORATION
THIRD SUPPLEMENT TO JANUARY 6, 1994 PROSPECTUS
On January 13, 1994, La-Man Corporation, a Nevada corporation (the
"Company"), completed an underwritten public offering (the "1994 Offering") of
310,000 Units ("Unit" or "Units") of the Company's securities, each Unit
consisting of two shares of Common Stock, par value $.001 per share ("Common
Stock"), of the Company and two Redeemable Common Stock Purchase Warrants
("Redeemable Warrants"). Each Redeemable Warrant entitles the registered holder
to purchase one share of Common Stock at an exercise price of $4.762 per share,
subject to adjustment, for a period from January 6, 1994, the date on which the
Company's Registration Statement on Form S-1 covering the Units was declared
effective by the Securities and Exchange Commission (the "Commission"), through
June 30, 1997. On November 14, 1995, the Company's Post-Effective Amendment No.
6 to such Registration Statement was declared effective by the Commission, which
amendment converted such Registration Statement from Form S-1 to Form S-3 and
included a Prospectus Supplement updating and supplementing the January 6, 1994
Prospectus ("1994 Prospectus") covering the Units sold in the 1994 Offering.
The securities of the Company included in the Registration Statement are
comprised of: (a) 620,000 shares of Common Stock included in the Units; (b)
620,000 Redeemable Warrants included in the Units; (c) 620,000 shares of Common
Stock issuable upon exercise of the Redeemable Warrants; (d) 150,000 previously
issued Series SD Common Stock Purchase Warrants ("SD Warrants") by the holders
thereof; and (e) 150,000 shares of Common Stock issuable upon exercise of the
Registered SD Warrants. In November 1994, the Company purchased from All Pro
Marketing, Inc. for $2,500.00 (or $.05 per warrant), and retired, 50,000 of such
registered SD Warrants.
The information contained in this Prospectus Supplement further supplements
the 1994 Prospectus (which, as supplemented by the November 14, 1995 and
December 18, 1995 supplements, is hereinafter referred to as the "Prospectus")
as follows. Unless the context otherwise requires, capitalized terms used but
not defined herein have the meanings ascribed to them in the Prospectus:
(a) The information contained in the Prospectus under "DESCRIPTION OF
SECURITIES" is supplemented by the information contained herein under
"DESCRIPTION OF SECURITIES."
The Company's 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
bid prices for the Common Stock on January 7, 1997 were $1.375 and $1.25, based
on quotes supplied by the NASDAQ Small Cap Market to the National Quotation
Bureau, Inc. and reported to the Company by the National Quotation Bureau, Inc.
Such market quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commissions and may not necessarily represent actual transactions.
The Redeemable Warrants have not been actively traded, and thus no quoted
trading prices of the Redeemable Warrants are available.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JANUARY 7, 1997.
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AVAILABLE INFORMATION
The Company has filed with the Commission a Post-Effective Amendment No. 7
on Form S-3 to the Company's previously filed Registration Statement under the
Securities Act with respect to the securities offered hereby, which was
converted from Form S-1 to Form S-3 pursuant to the filing of Post-Effective
Amendment No. 6 thereto (which became effective November 14, 1995) and which
also supplemented the 1994 Prospectus filed as part of such earlier Registration
Statement. This Prospectus Supplement 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 Supplement 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, 1996 ("1996 Annual Report")
including the portions of the Company's proxy statement dated October 18, 1996
("1996 Proxy Statement") incorporated by reference in the 1996 Annual Report;
(b) the Company's Quarterly Report on Form 10-QSB for the three-month period
ended September 30, 1996; (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.; and (e) all documents
subsequently filed by the Company pursuant to Section 13(a), 13(c), 14, or 15(d)
of the Exchange Act, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby 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 Supplement 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 Supplement is
delivered, upon written or oral request of such person, a copy of any and all
information incorporated by reference in this Prospectus Supplement (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 Supplement incorporates). Such request should be directed to
Todd R. Thrasher, Vice President, Treasurer and Chief Financial Officer, La-Man
Corporation, 2180 West State Road 434, Suite 6136, Longwood, Florida 32779,
telephone (407) 865-5995.
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 SUPPLEMENT TO THE EXTENT THAT A STATEMENT
CONTAINED IN THIS PROSPECTUS SUPPLEMENT (OR IN ANY DOCUMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION SUBSEQUENT TO THE DATE OF THIS PROSPECTUS
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SUPPLEMENT 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 SUPPLEMENT. NEITHER THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT, 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 SUPPLEMENT IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATES AS OF WHICH SUCH INFORMATION IS GIVEN IN THIS PROSPECTUS
SUPPLEMENT.
SELECTED INFORMATION
The following information is presented herein solely to furnish limited
introductory information regarding the Company, and has been selected from, or
is based on, detailed financial and other information contained in the 1996
Annual Report, including the portions of the 1996 Proxy Statement, 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.
MODIFICATION OF REDEEMABLE WARRANTS
Pursuant to a Warrant Agreement dated January 6, 1994, as amended effective
December 8,1995 ("Warrant Agreement") between the Company and Continental Stock
Transfer & Trust Company ("Continental"), Continental acts as Warrant Agent (the
"Warrant Agent") with respect to the Redeemable Warrants. Effective January 7,
1997, the Company and the Warrant Agent entered into a second amendment to the
Warrant Agreement reflecting the extension of the expiration date of the
Redeemable Warrants to June 30, 1997. For a more detailed discussion of the
terms of exercise of Redeemable Warrants and the Company's redemption rights,
see "DESCRIPTION OF SECURITIES--Redeemable Warrants," below.
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 3,228,394 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."
Redeemable Warrants
The 620,000 Redeemable Warrants were issued pursuant to the Warrant
Agreement, which was amended effective December 8, 1995 to reflect certain
modifications by the Company of the expiration date, exercise price and
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redemption price. See "MODIFICATION OF REDEEMABLE WARRANTS" above. The
Redeemable Warrants are evidenced by warrant certificates in registered form.
Each Redeemable Warrant entities the registered holder to purchase one
share of Common Stock at an exercise price, subject to adjustment, of $4.762 per
share at any time until the close of business on June 30, 1997, subject to
earlier redemption as follows: If the fair market value (the last reported sale
price) of the Common Stock for any period of 20 consecutive business days (or
such other period to which the Underwriter may consent), ending within 15 days
of the notice of redemption, shall exceed $6.10, then upon at least 30 days'
prior written notice, the Company will be able to call all (but not less than
all) of the Redeemable Warrants for redemption at a price of $.07 per Redeemable
Warrant. The warrants underlying the Unit Purchase Option granted to the
Underwriter are not subject to redemption and are exercisable by the holder
thereof at an exercise price per share of $4.91.
The exercise price of the Redeemable Warrants was determined by negotiation
between the Company and the Underwriter and should not be construed to be
predictive or to imply that any price increases will occur in the Company's
securities. The exercise price of the Redeemable Warrants and the number and
kind of Common Stock or other securities to be obtained upon exercise of the
Redeemable Warrants are subject to adjustment in certain circumstances including
a stock split, stock dividend, subdivision, combination or recapitalization of,
the Common Stock or the sale of Common Stock at less than the market price of
the Common Stock. Additionally, an adjustment would be made upon the sale of
all or substantially all of the assets of the Company so as to enable Redeemable
Warrantholders to purchase the kind and the number of shares of Common Stock
that might otherwise have been purchased upon exercise of such Redeemable
Warrants. No adjustment for previously paid cash dividends, if any, will be
made upon exercise of the Redeemable Warrants.
The Redeemable Warrants do not confer upon the holder any voting or any
other rights of a shareholder of the Company. Upon notice to the Redeemable
Warrantholders, the Company has the right to reduce the exercise price or extend
the expiration date of the Redeemable Warrants, subject to compliance with Rule
13e-4 under the Exchange Act.
The Redeemable Warrants may be exercised upon surrender of the Redeemable
Warrant certificate on or prior to the June 30, 1997 extended expiration date
(or earlier redemption date) of such Redeemable Warrants at the offices of the
Warrant Agent, with the form of "Election to Purchase" as set forth on the
reverse side of the Warrant certificate completed and executed as indicated,
accompanied by payment of the full exercise price (by official bank or certified
check or money order payable to the order of the Company) for the number of
Redeemable Warrants being exercised.
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.
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EXPERTS
The financial statements incorporated by reference in this Prospectus
Supplement 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.
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