<PAGE>
As filed with the Securities and Exchange Commission on July 31, 1997
Registration No. 33-81348
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 2
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)
5029 Edgewater Drive
Orlando, Florida 32810
(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
5029 Edgewater Drive
Orlando, Florida 32810
(Name and Address of Agent For Service)
(407) 521-7477
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Marshall S. Harris, P.A.
Broad and Cassel
290 North Orange Avenue, Suite 1100
Orlando, Florida 32801 (407) 839-4200
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 180,250 $2.9843 $537,920.08 $163.10
===============================================================================================
</TABLE>
*Calculated pursuant to Rule 457(h)(1) using the average of the bid and asked
prices for the Common Stock on July 25, 1997.
<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 relates to a Registration
Statement on Form S-8 filed by La-Man Corporation (the "Company") on July 8,
1994 (Registration No. 33-81348) as amended by Post-Effective Amendment No. 1
thereto filed on January 26, 1996 (the "Registration Statement"), covering: (a)
up to 1,625,000 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;
(b) the resale by certain employees of the Company of up to 166,667 shares
issuable upon exercise of options granted to such employees under the Company's
1988 Stock Option Plan (the "1988 Plan"); and (c) the resale by certain
employees of the Company of up to 12,000 shares issuable upon exercise of
options granted to such employees under the Company's 1992 Stock Option and
Appreciation Rights Plan (the "1992 Plan"). 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 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 issuable (either directly or upon exercise of
options) as awards thereunder from 1,200,000 shares to 2,200,000 shares and, as
the result of a 1996 stock dividend, to 2,310,000 shares.
This Post-Effective Amendment No. 2 covers the following shares of
Common Stock of the Company: (a) an additional 110,000 shares issuable under the
1994 Plan as the result of a 5% stock dividend paid to shareholders of the
Company on August 7, 1996 (the "1996 Stock Dividend"); (b) the resale by certain
employees and former employees of the Company of (i) up to an additional 36,617
shares issuable upon exercise of previously granted 1994 Plan options adjusted
as the result of the 1996 Stock Dividend, (ii) up to an additional 600 shares
issuable upon exercise of previously granted 1992 Plan options adjusted as the
result of the 1996 Stock Dividend, and (iii) an additional 8,333 shares issuable
upon exercise of previously granted 1988 Plan options adjusted as the result of
the 1996 Stock Dividend; (c) the resale by a former employee of up to 6,300
shares issuable upon the exercise of options granted to such individual under
the 1992 Plan; and (d) the resale by certain non-employee directors of up to
18,400 shares issuable upon exercise of options granted to such individuals
under the 1992 Plan.
ii
<PAGE>
PROSPECTUS SUPPLEMENT Dated July 31, 1997
LA-MAN CORPORATION
Up to 798,950 Shares of Common Stock Issuable upon Exercise
of Options Granted to Certain Present and Former Employees
under the Company's Amended and Restated 1994 Employee
and Consultant Stock Compensation Plan, as Amended
Effective September 1, 1995 (the "Amended 1994
Plan") and Reoffered by means of this
Prospectus
______________________________
Up to 175,000 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 37,300 Shares of Common Stock Issuable Upon Exercise
of Options Granted as Awards to Certain Employees and
Non-employee Directors of the Company under the
Company's 1992 Stock Option and Appreciation
Rights Plan (the "1992 Plan") and Reoffered
by means of this Prospectus
The information contained in this Prospectus Supplement supplements
the January 26, 1996 prospectus included in Post-Effective Amendment No. 1 to
Registration Statement on Form S-8 (Registration No. 33-81348). La-Man
Corporation (the "Company") is a Nevada corporation engaged in the design,
manufacturing and distribution of electronic institutional and commercial signs
in the southeastern U.S., 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 shares of Common Stock:
(a) up to 798,950 shares issuable upon exercise of options granted to certain
present and former employees under the Amended 1994 Plan; (b) up to 175,000
shares issuable upon exercise of options granted as awards to certain present
and former employees under the 1988 Plan; (c) up to 18,900 shares issuable upon
exercise of options granted as awards to certain present and former employees of
the Company under the 1992 Plan; and (d) up to 18,400 shares issuable upon
exercise of options granted to certain non-employee directors 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 shares covered by this Prospectus
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 July 25, 1997 were $3.00 and $2.9375.
Such market quotations reflect inter-dealer prices, without retail mark-up,
mark-down, or commissions and may not necessarily represent actual transactions.
<PAGE>
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/ $2.9843 ---- ---- $ 2.9843
TOTAL: ---- ---- $3,017,873.38
========================================================================================
</TABLE>
/(1)/ Based on average of bid and ask price for the Common Stock on July 25,
1997.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JULY 31, 1997.
2
<PAGE>
Selling Shareholders will offer their shares through NASDAQ. Certain
of 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
(presently 33,759 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, as amended by Post-Effective
Amendment Nos. 1 and 2 thereto (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, 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 Reports on Form 10-QSB for the respective
three-month periods ended September 30, 1996, December 31, 1996 and March 31,
1997; (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 Todd D.
3
<PAGE>
Thrasher, Vice President and Treasurer, La-Man Corporation, 5029 Edgewater
Drive, Orlando, Florida 32810, telephone (407) 521-7477.
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 1996 Annual Report, including the
portions of the Company's 1996 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 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 $4.762 per
share through June 30, 1998 ("Redeemable Warrants"). All of such warrants are
fully exercisable and freely tradeable as of the date of this Prospectus
Supplement.
The Company has outstanding options ("Employee Options") for the
purchase of up to an aggregate of 1,246,100 newly issued shares of Common Stock
(including 992,850 of the Option Shares) granted to various present and former
employees under the Company's Amended 1994 Plan, 1988 Plan and 1992 Plan. All
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
4
<PAGE>
prices ranging between $.48 per share and $2.39 per share. See "DESCRIPTION OF
SECURITIES-Employee Options" below. The Company also has outstanding options for
the purchase of up to an aggregate of 18,400 newly issued shares of Common Stock
granted to certain non-employee directors of the Company under the 1992 Plan.
Options for 8,400 of such shares are exercisable at any time prior to June 17,
2006 at the price of $1.01 per share and options for 8,000 of such shares are
exercisable at any time prior to June 16, 2007 at the price of $2.39 per share.
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 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 $4.762 per share (subject to certain
anti-dilution adjustments).
The Company also has outstanding options granted to its investment
banker for the purchase of 200,000 shares of Common Stock, which options are
exercisable incrementally over a period of five years following the November 22,
1996 grant date at the exercise price of $1.77 per share, and options for 50,000
shares of Common Stock granted to its investment relations advisor, which
options are exercisable incrementally over a period of four years from the March
18, 1997 grant date at the exercise price of $1.542 per share. The shares
underlying such options have not been registered under the Securities Act but
are subject to registration pursuant to certain registration rights agreements
between the Company and the grantees.
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 $4.446 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,
5
<PAGE>
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.
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 then 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.
There are presently 3,375,969 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 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 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
6
<PAGE>
(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 lender any
representation, warranty or covenant default within 30 days after written notice
from the lender, or if there is a change in the Company's present executive
management, the lender 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.
In addition to the Worrell Note, effective January 31, 1997 the
Company issued a promissory note in the principal amount of $569,525. Both the
Worrell Note and the new note bear interest at the rate of 8% annually.
Principal under the Worrell Note is required to be paid in annual installments
of $250,00 each in 1998, 1999 and 2000. Principal under the new note is
required to be paid in equal quarterly installments of $47,460.42, commencing
April 30, 1997.
The Company has received commitments from SouthTrust Bank, N.A. to
provide the Company with (a) a new $1,300,000 revolving line of credit to
replace the Company's present $500,000 revolving line of credit with The Bank of
Winter Park, and (b) a $2,500,00 letter of credit that will be used to
collateralize the issuance of bonds by the Company in the approximate principal
amount of $2,500,00. The net proceeds received by the Company from the issuance
of the bonds will be used to refinance all of the outstanding indebtedness of
the Company and its subsidiaries and for certain capital improvements at the
Company's institutional sign production facility in Port Orange, Florida. The
Company expects to consummate these refinancings in August 1997.
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, constituted 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 three of its
director-employees, i.e., Messrs. J. Melvin Stewart, J. William Brandner and
Philip Howe Hoard ("Management Employment Agreements"), provide for substantial
increases in the amount of severance payable by
7
<PAGE>
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 $556,224, net income of
$367,806, and earnings per share of $.13 for the fiscal year ended June 30, 1996
(the "1996 Fiscal Year"). For the nine months ended March 31, 1997, the Company
reported operating income of $657,057, net income of $320,457, and earnings per
share of $.10. Net income for the three months ended December 31, 1996 was
adversely affected by recognition of loss and provision for loss on discontinued
operations totalling $652,943. Furthermore, the Company's operating results for
the nine months ended March 31, 1997 should not be read as necessarily
indicative of the results to be expected for the full 1997 fiscal year.
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, 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 1996 Fiscal Year.
8
<PAGE>
DEPENDENCE ON MANAGEMENT
The Company is dependent upon the services of J. William Brandner,
President and Chief Executive Officer and a director, and Todd D. Thrasher, Vice
President, Treasurer and Chief Financial Officer of the Company. The Company is
also dependent upon the services of J. Melvin Stewart, Chairman of the Board of
Directors of the Company, President of Nevada SEMCO, Inc. (the successor by
merger to Stewart Eleemosynary Marketing Company), J.M. Stewart Corporation, and
J.M. Stewart Industries, Inc., subsidiaries 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. Mr. Brandner has an employment
agreement 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
All of the 1,246,100 shares of Common Stock issuable upon exercise of
the Employee Options, as well as the 18,400 shares underlying options granted to
non-employee directors, have been 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 as amended by Post-
Effective Amendment Nos. 1 and 2). 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
9
<PAGE>
who holds "restricted securities" (as that term is defined in Rule 144) may not
publicly resell such securities until such person has been the beneficial owner
of such securities for a period of one year (unless such securities are
registered under the Securities Act prior to the expiration of such one-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
3,375,969 shares are issued and outstanding. In addition, the Company has
reserved a total of 2,166,000 shares for issuance as follows: (a) 620,000 shares
for issuance upon exercise of outstanding warrants; (b) 1,246,100 shares for
issuance upon exercise of outstanding Employee Options; (c) 18,400 shares for
issuance upon exercise of non-employee director options; (d) 124,000 shares for
issuance upon exercise of the Unit Purchase Option and the warrants underlying
the Unit Purchase Option; and (e) 157,500 shares for issuance upon exercise of
conversion rights under the Worrell Note. The remaining 44,458,031 authorized
but unissued and unreserved shares 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, 1996, the Company had unused net operating losses to carry
forward against future taxable income of $2,816,000, which are expected to
expire in various amounts through 2010 ("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
10
<PAGE>
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.
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 $4.446
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 $7.41 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 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
11
<PAGE>
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.
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
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. 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.
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.
12
<PAGE>
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>
<CAPTION>
Amount and % of Class
Amount of Securities of Amount of Securities Owned After Completion
Name and Address/1/ Class Owned/2/ Offered/3/ of Offering/4/
- - ------------------- ----------------------- -------------------- ----------------------
<S> <C> <C> <C> <C>
J. William Brandner 276,150 228,900 47,250 (1.3%)
5029 Edgewater Drive
Orlando, FL 32810
Gary D. Bell 215,250 183,750 31,500 (0.9%)
365 Oak Place
Port Orange, FL 32127
Ithiel C. Clemmons 4,100 4,100 0 (0.0%)
190-08 104th Avenue
Hollis, NY 11412
Richard W. Coffman 200,038 6,300 193,730 (5.7%)
1145 West 275 North
Angola, IN 46703
Thomas N. Grant 6,200 4,100 2,100 (0.1%)
200 South Orange Ave., FL 02068
Orlando, FL 32801
Philip Howe Hoard 213,849 128,100 85,749 (2.5%)
700 Glades Court
Port Orange, FL 32127
Otto J. Nicols 128,000 122,750 5,250 (0.2%)
1582 Golfside Village Blvd.
Apopka, FL 32712
J. Melvin Stewart 549,919 207,900 342,019 (9.5%)
2201 Cantu Court
Sarasota, FL 34232
Max D. Tavernier 125,468 87,150 38,318 (1.1%)
64695 Young Prairie Road
Constantine, MI 49042
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Todd D. Thrasher 30,000 30,000 0 (0.0%)
5029 Edgewater Drive
Orlando, FL 32810
Worrell Enterprises, Inc. 500,387 8,200 492,187 (14.5%)
1450 South Dixie Highway
Boca Raton, FL 33432
</TABLE>
/1/ Messrs. Bell, Brandner, Clemmons, Grant, Hoard, Nicols and Stewart are
Directors of the Company. Mr. Brandner is also President and Chief
Executive Officer of the Company. Mr. Bell serves as President of Don Bell
Industries, Inc., a subsidiary of the Company. Mr. Hoard serves as a Vice
President and Secretary of the Company. Mr. 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. Thrasher serves as Vice President, Treasurer and Chief
Financial Officer 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 options.
/3/ Includes 861,000 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, as amended by Post-Effective Amendment No.
1 filed by the Company with the Commission on January 26, 1996. The
remaining Option Shares offered hereunder have been registered under the
Securities Act pursuant to Post-Effective Amendment No. 2, filed with the
Commission on July 31, 1997.
/4/ Assumes that only the Selling Shareholder exercises his options and that
such Selling Shareholder sells all of his Option Shares.
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 3,310,869 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."
14
<PAGE>
EMPLOYEE OPTIONS
As of the date of this Prospectus, there are outstanding a total of
1,246,100 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 either five years or ten 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 all 1,246,100 of shares of
Common Stock issuable upon exercise of the options (and the resale by the
Selling Shareholders of certain of such shares) have been registered under the
Securities Act, the options themselves have not been registered under the
Securities Act. However, a summary of the material terms of the options is
provided below for informational purposes.
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 324,450 shares granted to
Messrs. J. William Brandner (102,900), Philip Howe Hoard (58,800), Otto J.
Nicols (42,000), J. Melvin Stewart (86,100), and Max D. Tavernier (34,650), a
former director and employee. Such options are exercisable for a period of five
years from September 6, 1994 at the exercise price of $.84 per share.
(b) Options for the purchase of a total of 260,750 shares granted to
Messrs. Brandner (57,147), Hoard (28,574), Nicols (35,717), Stewart (115,500)
and Tavernier (23,812). Such options are exercisable for a period of five years
after September 1, 1995 at the exercise price of $.60 per share.
(c) Options for the purchase of a total of 131,250 shares exercisable
for period of five years after September 7, 1995 at the exercise price of $.71
per share, and options for a total of 52,500 shares exercisable for a period of
five years after September 7, 1996 at the exercise price of $1.50 per share,
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.
(d) Options for the purchase of a total of 283,250 shares of Common
Stock granted to 14 employees of the Company or its subsidiaries, one of whom
(Todd D. Thrasher) is an officer of the Company. Options for 173,250 of such
shares are exercisable for a period of five years after the grant date at the
exercise price of $.53 per share. Options for 110,000 of such shares are
exercisable for a period of five years after the grant date at the exercise
price of $1.25 per share.
1988 Plan Options. There are presently outstanding Employee Options for
the purchase of up to a total of 175,000 shares of Common Stock under the 1988
Stock Option Plan as follows: J. William Brandner (68,853); Philip Howe Hoard
(34,426); Otto J. Nicols (43,033); and Max D. Tavernier
15
<PAGE>
(28,688). All of such options are exercisable for a period of five years after
July 17, 1995 at the exercise price of $.66 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 3,150 shares prior to November 4, 1997
at the exercise price of $.48 per share, and options to purchase up to 3,150
shares prior to November 4, 1998 at the exercise price of $2.14 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 2,100 shares prior to November 4, 1997
at the exercise price of $.48 per share, options to purchase up to 2,100 shares
prior to November 4, 1998 at the exercise price of $2.14 per share, and options
to purchase up to 2,100 shares prior to January 13, 2000 at the exercise price
of $.48 per share, granted to Philip Howe Hoard pursuant to his employment
agreement with the Company.
(c) Options to purchase up to 3,150 shares prior to August 24, 1999 at
the exercise price of $1.06 per share and options to purchase up to 3,150 shares
prior to January 13, 2000 at the exercise price of $.48 per share, granted to J.
Melvin Stewart under his employment agreement with Stewart Corporation, a
subsidiary of the Company.
(d) Options to purchase up to 2,100 shares prior to June 17, 2006 at
the exercise price of $1.01 per share and options to purchase up to 2,000 shares
prior to June 16, 2007 at the exercise price of $2.39 per share, granted to
Ithiel C. Clemmons as a non-employee director.
(e) Options to purchase up to 2,100 shares prior to June 17, 2006 at
the exercise price of $1.01 per share and options to purchase up to 2,000 shares
prior to June 16, 2007 at the exercise price of $2.39 per share, granted to
Thomas N. Grant as a non-employee director.
(f) Options to purchase up to 2,000 shares prior to June 16, 2007 at
the exercise price of $2.39 per share, granted to Otto J. Nicols as a non-
employee director.
(g) Options to purchase up to 4,200 shares prior to June 17, 2006 at
the exercise price of $1.01 per share and options to purchase up to 4,000 shares
prior to June 16, 2007 at the exercise price of $2.39 per share, granted to
Worrell Enterprises, Inc. in consideration of the services of Messrs. Edwin M.
Freakley and Robert M. Smither, Jr. as non-employee directors 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.
16
<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
166,667 shares of Common Stock (increased to 175,000 shares as the result of the
1996 Stock Dividend). 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 175,000 options available under the 1988 Plan, to
the following individuals: J. William Brandner, 68,853 options; Philip H. Hoard,
34,426 options; Otto J. Nicols, 43,033 options; and Max D. Tavernier, 28,688
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 ($.66 per
share, as adjusted for the 1996 Stock Dividend) 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 (increased to 603,750 shares as the result of the 1996
Stock Dividend). 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 July 31, 1997, a total of 37,300 options had been granted under the 1992
Stock Option Plan and were outstanding.
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, until 1995, 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 obligated 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. As the result of certain amendments to the Company's
employment agreements with Messrs. Coffman, Hoard and Stewart in 1995, 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
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
17
<PAGE>
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.
Effective October 31, 1995, the Board of Directors formed a Compensation
Committee required to be comprised of four non-employee directors and delegated
to the Compensation Committee the authority to administer the 1988 Plan and the
1992 Plan.
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 5029 Edgewater Drive, Orlando, Florida 32810 (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 Company's 1995 Annual Report on Form 10-KSB,
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 (now
the Compensation Committee) of the Board of Directors (the "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 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 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 (now 2,310,000
shares as the result of the 1996 Stock Dividend). 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.
(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 Committee may suspend or terminate
the Amended 1994 Plan at any time or from time to time, but no such action
18
<PAGE>
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 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 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 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, and was required to be comprised of four directors
appointed by the Board of Directors, three of whom were required to be the
Chairman of the Board of Directors, the President and the Chief Financial
Officer of the Company. The Finance Committee, until its dissolution on October
31, 1995, was delegated the power 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.
At its October 31, 1995 annual meeting, the Board of Directors voted to
disband and dissolve the Finance Committee and its authority to administer the
Amended 1994 Plan was redelegated to the 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,
19
<PAGE>
consultants, agents and other representatives of the Company and its
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.
Smither, Jr., 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, 5029 Edgewater Drive, Orlando, Florida
32810, (407) 521-7477.
(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 2,310,000
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, 416,467 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 1,052,200 shares are reserved for issuance upon exercise of
options granted under the plan to present and former employees, leaving a
maximum of 841,333 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.
20
<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 non-contributory, 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
21
<PAGE>
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 fair
market value. For example, under present IRS regulations options do not have a
readily ascertainable fair market value if they are both nontransferable 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)
22
<PAGE>
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.
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 by Post-Effective Amendment Nos. 1 and
2, to which this Prospectus relates: (a) the Company's Annual Report on Form 10-
KSB for the fiscal year ended June 30, 1996 including the portions of the
Company's Proxy Statement dated October 18, 1996 incorporated by reference in
the 1996 Annual Report; (b) the Company's Quarterly Reports on Form 10-QSB for
the respective three-month periods ended September 30, 1996, December 31, 1996
and March 31, 1997; (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 5029 Edgewater Drive, Orlando, Florida 32810, telephone
number (407) 521-7477, 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.
23
<PAGE>
<TABLE>
<S> <C>
================================================================================
NO DEALER, SALESPERSON OR OTHER 1,011,250 SHARES
PERSON IS AUTHORIZED TO GIVE ANY OF COMMON STOCK
INFORMATION OR TO MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS PROSPECTUS SUPPLEMENT
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
SUPPLEMENT NOR ANY SALES MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION HEREIN IS LA-MAN
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 PROSPECTUS SUPPLEMENT
Incorporation by Reference. 2 ---------------------
Selected Information....... 3
Risk Factors............... 3
Use of Proceeds............ 10
Plan of Distribution....... 10 LA-MAN CORPORATION
Selling Shareholders....... 10 5029 Edgewater Drive
Description of Securities.. 12 Orlando, Florida 32810
Description of Plans....... 14 (407) 521-7477
Experts.................... 20
July 31, 1997
============================================================================
</TABLE>
<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, 1996 including the portions of the Company's proxy statement dated October
18, 1996 incorporated by reference in the 1996 Annual Report;
(b) La-Man's Quarterly Reports on Form 10-QSB for the respective three-
month periods ended September 30, 1996, December 31, 1996 and March 31, 1997;
(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.
<PAGE>
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 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.
<TABLE>
<CAPTION>
<S> <C>
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 Broad and Cassel
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 Broad and Cassel
(contained in Opinion filed as Exhibit 5.1).
23.3 Consent of BDO Seidman, LLP, independent certified public accountants.
24.1 Power of Attorney (previously filed).
</TABLE>
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;
II-2
<PAGE>
(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
(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. 2 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 Orlando, State of Florida, on this 31st day of July, 1997.
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 July 31, 1997.
<TABLE>
<CAPTION>
Signature Title
- - --------- -----
<S> <C>
/s/ J. William Brandner President, Chief Executive Officer and Director
- - ------------------------
J. William Brandner
/s/ Todd D. Thrasher Vice President, Treasurer and Chief Financial
- - ------------------------- Officer
Todd D. Thrasher
</TABLE>
By: /s/ J. William Brandner
-------------------------------------
J. William Brandner, Attorney-in-Fact
II-4
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF BROAD AND CASSEL APPEARS HERE]
July 31, 1997
La-Man Corporation
5029 Edgewater Drive
Orlando, FL 32810
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. 2
("Amendment") to La-Man's Registration Statement on Form S-8 (Registration No.
33-81348), as previously amended by Post-Effective Amendment No. 1 thereto dated
January 26, 1996 (the "Registration Statement"), to be filed with the Securities
and Exchange Commission (the "Commission") with respect to: (a) 110,000
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 "1994 Plan"); (b) as the result of a 5% stock dividend paid by the
Company on August 7, 1996, (i) 36,617 additional shares of Common Stock issuable
on exercise of previously granted 1994 Plan options, (ii) 8,333 additional
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 (iii) an additional 600 shares of Common Stock issuable on
exercise of previously granted 1992 Plan options; and (c) 24,770 shares of
Common Stock issuable upon exercise of options granted to certain non-employee
directors and a former employee of La-Man pursuant to La-Man's 1992 Stock Option
and Appreciation Rights Plan (the "1992 Plan"). The foregoing aggregate 180,250
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 1994 Plan; the form of the 1988 Plan, the form of the
1992 Plan, and the
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La-Man Corporation
July 31, 1997
Page 2
certificates setting forth resolutions of the Board of Directors of La-Man or
the certain committees thereof approving the 1994 Plan, 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 1994 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.
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 be, when issued in accordance with the
terms of the 1994 Plan, the 1988 Plan or the 1992 Plan, as applicable, duly
authorized, legally issued, fully paid and nonassessable.
The opinions expressed above are with respect to federal law and the laws
of Nevada only. Moreover, this 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,
BROAD AND CASSEL
By: /s/ Marshall S. Harris, P.A.
-----------------------------
Marshall S. Harris, P.A.
<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 August
15, 1996 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, 1996.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ BDO Seidman, LLP
BDO SEIDMAN, LLP
Orlando, Florida
July 31, 1997
