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Filed Pursuant to Rule 424(b)3
Registration No. 33-54230
PROSPECTUS SUPPLEMENT Dated November 30, 1998
DISPLAY TECHNOLOGIES, INC.
SIXTH SUPPLEMENT TO JANUARY 6, 1994 PROSPECTUS
On January 13, 1994, Display Technologies, Inc. (fka La-Man Corporation), a
Nevada corporation (the "Company"), completed an underwritten public offering
(the "1994 Offering") of 310,000 Units ("Unit" or "Units") of the Company's
securities, each Unit consisting of two shares of Common Stock, par value $.001
per share ("Common Stock"), of the Company and two Redeemable Common Stock
Purchase Warrants ("Redeemable Warrants"). Each Redeemable Warrant entitles the
registered holder to purchase one share of Common Stock at an exercise price of
$4.536 per share, subject to adjustment, for a period from January 6, 1994, the
date on which the Company's Registration Statement on Form S-1 covering the
Units was declared effective by the Securities and Exchange Commission (the
"Commission"), through December 31, 1998. On November 14, 1995, the Company's
Post-Effective Amendment No. 6 to such Registration Statement was declared
effective by the Commission, which amendment converted such Registration
Statement from Form S-1 to Form S-3 and included a Prospectus Supplement
updating and supplementing the January 6, 1994 Prospectus ("1994 Prospectus")
covering the Units sold in the 1994 Offering. The securities of the Company
included in the Registration Statement are comprised of: (a) 620,000 shares of
Common Stock included in the Units; (b) 620,000 Redeemable Warrants included in
the Units; (c) 620,000 shares of Common Stock issuable upon exercise of the
Redeemable Warrants; (d) 150,000 previously issued Series SD Common Stock
Purchase Warrants ("SD Warrants") by the holders thereof; and (e) 150,000 shares
of Common Stock issuable upon exercise of the Registered SD Warrants. In
November 1994, the Company purchased from All Pro Marketing, Inc. for $2,500.00
(or $.05 per warrant), and retired, 50,000 of such registered SD Warrants.
The information contained in this Prospectus Supplement further supplements
the 1994 Prospectus (which, as supplemented by the November 14, 1995, December
18, 1995, January 7, 1997, June 4, 1997 and March 20, 1998 supplements, is
hereinafter referred to as the "Prospectus") as follows. Unless the context
otherwise requires, capitalized terms used but not defined herein have the
meanings ascribed to them in the Prospectus:
(a) The information contained in the Prospectus under "DESCRIPTION OF
SECURITIES" is supplemented by the information contained herein under
"DESCRIPTION OF SECURITIES."
The Company's Common Stock is quoted on the NASDAQ Small Cap Market under
the trading symbol "DTEK" but is not traded on any exchange. The high and low
bid prices for the Common Stock on November 23, 1998 were $5.34 and $5.13, based
on quotes supplied by the NASDAQ Small Cap Market to the National Quotation
Bureau, Inc. and reported to the Company by the National Quotation Bureau, Inc.
Such market quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commissions and may not necessarily represent actual transactions.
The Redeemable Warrants have not been actively traded, and thus no quoted
trading prices of the Redeemable Warrants are available.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS NOVEMBER 30, 1998.
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NO DEALER, SALESPERSON OR OTHER PERSON IS
AUTHORIZED TO GIVE ANY 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
PROSPECTUS 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 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
Sixth Supplement to January 6, 1994 Prospectus.... 1
Available Information............................. 2
Incorporation By Reference........................ 2
Selected Information.............................. 3
Modification of Redeemable Warrants............... 3
Description of Securities......................... 3
Experts........................................... 5
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310,000 UNITS
EACH UNIT CONSISTING OF
TWO SHARES OF COMMON STOCK AND
TWO REDEEMABLE COMMON STOCK
PURCHASE WARRANTS
DISPLAY
TECHNOLOGIES, INC.
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PROSPECTUS SUPPLEMENT
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DISPLAY TECHNOLOGIES, INC.
5029 Edgewater Drive
Orlando, Florida 32810
(407) 521-7477
NOVEMBER 30, 1998
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AVAILABLE INFORMATION
The Company has filed with the Commission a Post-Effective Amendment No. 7
on Form S-3 to the Company's previously filed Registration Statement under the
Securities Act with respect to the securities offered hereby, which was
converted from Form S-1 to Form S-3 pursuant to the filing of Post-Effective
Amendment No. 6 thereto (which became effective November 14, 1995) and which
also supplemented the 1994 Prospectus filed as part of such earlier Registration
Statement. This Prospectus Supplement omits certain information included in the
Registration Statement. For further information about the Company and its
securities, reference is made to the Registration Statement and to the exhibits
filed as a part thereof or otherwise incorporated therein. Each summary in this
Prospectus Supplement of information included in the Registration Statement or
any exhibit thereto is qualified in its entirety by this reference to such
information or exhibit.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements, and other information
with the Commission. Such reports, proxy and information statements, and any
other information filed by the Company with the Commission can be inspected at
the public reference facilities of the Commission located at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at its
regional offices located at Northwestern Atrium Center, 500 West Madison Street,
Room 1400, Chicago, Illinois 60661 and at 7 World Trade Center, 13th Floor, New
York, New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates.
INCORPORATION BY REFERENCE
The following documents filed or to be filed with the Commission by the
Company are incorporated herein by reference: (a) the Company's Annual Report on
Form 10-KSB for the fiscal year ended June 30, 1998 ("1998 Annual Report")
including the portions of the Company's proxy statement dated September 15, 1998
("1998 Proxy Statement") incorporated by reference in the 1998 Annual Report;
(b) the Company's Quarterly Report on Form 10-QSB for the period ended September
30, 1998; and (c) all documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Exchange Act, as amended, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all such securities then remaining
unsold, which documents shall be deemed to be incorporated by reference in the
Registration Statement and to be part thereof from the date of filing such
documents.
Documents incorporated in this Prospectus Supplement by reference are or
will be available for inspection and copying at the locations identified in
"AVAILABLE INFORMATION." The Company undertakes to provide without charge to
each person, including any beneficial owner, to whom a Prospectus Supplement is
delivered, upon written or oral request of such person, a copy of any and all
information incorporated by reference in this Prospectus Supplement (not
including exhibits to the information that is incorporated by reference unless
such exhibits are specifically incorporated by reference in the information that
this Prospectus Supplement incorporates). Such request should be directed to
Todd D. Thrasher, Vice President, Treasurer and Chief Financial Officer, Display
Technologies, Inc., 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 SUPPLEMENT TO THE EXTENT THAT A STATEMENT
CONTAINED IN THIS PROSPECTUS SUPPLEMENT (OR IN ANY DOCUMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION SUBSEQUENT TO THE DATE OF THIS PROSPECTUS
SUPPLEMENT WHICH ALSO IS OR IS DEEMED TO BE INCORPORATED BY REFERENCE HEREIN)
MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY STATEMENT SO MODIFIED OR SUPERSEDED
SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO CONSTITUTE A PART
OF THIS PROSPECTUS SUPPLEMENT. NEITHER THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT,
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NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, IMPLY THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR THAT THE INFORMATION CONTAINED
IN THIS PROSPECTUS SUPPLEMENT IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATES
AS OF WHICH SUCH INFORMATION IS GIVEN IN THIS PROSPECTUS SUPPLEMENT.
SELECTED INFORMATION
The following information is presented herein solely to furnish limited
introductory information regarding the Company, and has been selected from, or
is based on, detailed financial and other information contained in the 1998
Annual Report, including the portions of the 1998 Proxy Statement, and other
documents incorporated by reference herein, is qualified in its entirety by
reference thereto and, therefore, should be read together with such financial
and other information.
MODIFICATION OF REDEEMABLE WARRANTS
Pursuant to a Warrant Agreement dated January 6, 1994, as amended by
amendments dated as of December 8, 1995, January 10, 1997, May 27, 1997, March
20, 1998 and November 4, 1998 ("Warrant Agreement"), between the Company and
Continental Stock Transfer & Trust Company ("Continental"), Continental acts as
Warrant Agent (the "Warrant Agent") with respect to the Redeemable Warrants.
Effective November 4, 1998, the Company and the Warrant Agent entered into an
amendment to the Warrant Agreement reflecting the extension of the expiration
date of the Redeemable Warrants to June 30, 1999. Additionally, pursuant to a 5%
stock dividend paid November 30, 1998 to holders of the Company's Common Stock
on November 16, 1998 (the "1998 Stock Dividend"), the exercise price of the
Redeemable Warrants was decreased to $4.32. For a more detailed discussion of
the terms of exercise of Redeemable Warrants and the Company's redemption
rights, see "DESCRIPTION OF SECURITIES--Redeemable Warrants," below.
DESCRIPTION OF SECURITIES
COMMON STOCK
The Company is authorized to issue 50,000,000 shares of Common Stock, $.001
par value per share, of which 5,225,248 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.
At their October 29, 1998 annual meeting, the shareholders of the Company
approved Restated Articles of Incorporation (the "Restated Articles") which,
among other things, changed the Company's corporate name from La-Man Corporation
to Display Technologies, Inc. and authorized the issuance of a new class of up
to 50,000,000 shares of preferred stock, par value $.001 per share ("Preferred
Stock"). Shares of Preferred Stock may be issued from time to time in one or
more series and for such consideration as the Board of Directors of the Company
may determine. The Board of Directors is authorized, subject to limitations
prescribed by law, to establish from time to time the number of shares to be
included in each such series and to fix the designation, powers, preferences and
rights of the shares of each such series and any qualifications, limitations or
restrictions applicable to such series of Preferred Stock, including without
limitation dividend rights, dividend rates, conversion rights, voting rights,
rights and terms of redemption, redemption prices and liquidation preferences to
the fullest extent permitted by the Nevada General Corporation Law. The
creation and issuance of a series of Preferred Stock could under certain
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circumstances render more difficult or discourage a change in control of the
Company. Also, the Company's October 29, 1998 Amended and Restated Bylaws
prohibit certain changes to such Bylaws unless such changes are approved by the
affirmative vote of holders of at least 66 2/3% and, in certain cases 80%, of
the combined voting power of the then outstanding shares of the Company's stock
entitled to vote generally at elections of directors voting together as a single
class, and at least a like percentage of each class, series and issuance of
combined voting power of the then outstanding shares of the Company's stock
entitled to vote generally at elections of directors voting separately as a
class, series and issuances. These bylaw provisions, if enforceable, also could
under certain circumstances render more difficult or discourage a change in
control of the Company. Also, certain material agreements to which the Company
is a party could have the effect of delaying, deferring or preventing such a
Change in Control. See "RISK FACTORS - Effect of Change in Control."
REDEEMABLE WARRANTS
The 620,000 Redeemable Warrants were issued pursuant to the Warrant
Agreement, which was amended effective December 8, 1995 to reflect certain
modifications by the Company of the expiration date, exercise price and
redemption price, and further amended effective January 7, 1997 to further
extend the expiration date of the Warrants. The Warrant Agreement was further
amended on May 27, 1997, March 20, 1998 and November 4, 1998 to further extend
the expiration date. See "MODIFICATION OF REDEEMABLE WARRANTS" above. The
Redeemable Warrants are evidenced by warrant certificates in registered form.
Each Redeemable Warrant entities the registered holder to purchase one
share of Common Stock at an exercise price, subject to adjustment, of $4.32 per
share at any time until the close of business on June 30, 1999, subject to
earlier redemption as follows: If the fair market value (the last reported sale
price) of the Common Stock for any period of 20 consecutive business days (or
such other period to which the Underwriter may consent), ending within 15 days
of the notice of redemption, shall exceed $5.53, then upon at least 30 days'
prior written notice, the Company will be able to call all (but not less than
all) of the Redeemable Warrants for redemption at a price of $.07 per Redeemable
Warrant. The warrants underlying the Mathews & Holmquist Option are not subject
to redemption and are exercisable by the holder thereof at an exercise price per
share of $4.68.
The exercise price of the Redeemable Warrants was initially determined by
negotiation between the Company and the Underwriter and was subsequently
adjusted to the current exercise price of $4.32 as the result of the 1998 Stock
Dividend. The exercise price should not be construed to be predictive or to
imply that any price increases will occur in the Company's securities. The
exercise price of the Redeemable Warrants and the number and kind of Common
Stock or other securities to be obtained upon exercise of the Redeemable
Warrants are subject to further adjustment in certain circumstances including a
stock split, stock dividend, subdivision, combination or recapitalization of,
the Common Stock or the sale of Common Stock at less than the market price of
the Common Stock. Additionally, a further adjustment would be made upon the
sale of all or substantially all of the assets of the Company so as to enable
holders of Redeemable Warrants to purchase the kind and the number of shares of
Common Stock that might otherwise have been purchased upon exercise of such
Redeemable Warrants. No adjustment for previously paid cash dividends, if any,
will be made upon exercise of the Redeemable Warrants.
The Redeemable Warrants do not confer upon the holder any voting or any
other rights of a shareholder of the Company. Upon notice to the Redeemable
Warrantholders, the Company has the right to reduce the exercise price or extend
the expiration date of the Redeemable Warrants, subject to compliance with Rule
13e-4 under the Exchange Act.
The Redeemable Warrants may be exercised upon surrender of the Redeemable
Warrant certificate on or prior to the June 30, 1999 extended expiration date
(or earlier redemption date) of such Redeemable Warrants at the offices of the
Warrant Agent, with the form of "Election to Purchase" as set forth on the
reverse side of the Warrant certificate completed and executed as indicated,
accompanied by payment of the full exercise price (by official bank
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or certified check or money order payable to the order of the Company) for the
number of Redeemable Warrants being exercised.
REGISTRATION RIGHTS
The Unit Purchase Option issued to the Underwriter includes demand and
piggyback registration rights with respect to the Unit Purchase Option and the
securities underlying the Unit Purchase Option for a period of four years,
commencing January 6, 1995. In connection with the financing of the acquisition
of Electronic Sign Corporation, La-Man issued to Renaissance Capital Growth &
Income Fund III, Inc. and Renaissance US Growth & Income Trust PLC an aggregate
of 3,500,000 of the Company's 8.75% Convertible Debentures due March 2, 2005
(the "Convertible Debentures"). The Convertible Debentures are convertible at
any time, in multiples of $100,000 into newly issued shares of Common Stock at
the conversion price of $4.52 per share, subject to customary anti-dilution
adjustments. The Convertible Loan Agreement between the Company and the lenders
pursuant to which the Convertible Debentures were issued grants the lenders
demand and piggyback registration rights with respect to 773,684 shares of
Common Stock underlying the Convertible Debentures, 243,056 shares of common
Stock and 210,000 shares of Common Stock underlying purchase warrants issued as
part of the financing, and also obligates the Company to file a shelf
registration covering all such shares prior to March 1, 1999. As part of the
merger consideration paid to certain former shareholders of Electronic Sign
Corporation, the Company issued to such shareholders a total of 850,500 shares
of Common Stock and granted the shareholders piggyback registration rights with
respect to such shares. 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. The foregoing share numbers and conversion price have
been adjusted for the 1998 Stock Dividend.
EXPERTS
The financial statements incorporated by reference in this Prospectus
Supplement have been audited by BDO Seidman, LLP, independent certified public
accountants, to the extent and for the periods set forth in their report,
incorporated herein by reference and are incorporated herein in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.
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