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FILED PURSUANT TO RULE 424(B)(3)
FILE NO: 33-54230
PROSPECTUS SUPPLEMENT Dated March 20, 1998
LA-MAN CORPORATION
FIFTH SUPPLEMENT TO JANUARY 6, 1994 PROSPECTUS
On January 13, 1994, La-Man Corporation, a Nevada corporation (the "Company"),
completed an underwritten public offering (the "1994 Offering") of 310,000 Units
("Unit" or "Units") of the Company's securities, each Unit consisting of two
shares of Common Stock, par value $.001 per share ("Common Stock"), of the
Company and two Redeemable Common Stock Purchase Warrants ("Redeemable
Warrants"). Each Redeemable Warrant entitles the registered holder to purchase
one share of Common Stock at an exercise price of $4.536 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 and June 4, 1997 supplements, is hereinafter referred
to as the "Prospectus") as follows. Unless the context otherwise requires,
capitalized terms used but not defined herein have the meanings ascribed to them
in the Prospectus:
(a) The information contained in the Prospectus under "DESCRIPTION OF
SECURITIES" is supplemented by the information contained herein under
"DESCRIPTION OF SECURITIES."
The Company's Common Stock is quoted on the NASDAQ Small Cap Market under the
trading symbol "LAMN" but is not traded on any exchange. The high and low bid
prices for the Common Stock on March 16, 1998 were $4.00 and $3.75, 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 MARCH 20, 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, 1997 ("1997 Annual Report")
including the portions of the Company's proxy statement dated October 18, 1997
("1997 Proxy Statement") incorporated by reference in the 1997 Annual Report;
(b) the Company's Quarterly Report on Form 10-QSB for the period ended September
30, 1997; (c) the Company's Quarterly Report on Form 10-QSB for the period ended
December 31, 1997; (d) the Company's Current Report on Form 8-K dated February
18, 1998 with respect to the forward triangular merger by and between the
Company, Displays Acquisitions, Inc., a wholly owned Florida subsidiary of the
Company, and Electronic Sign Corporation; (e) the Company's Current Report on
Form 8-K dated March 2, 1998 with respect to the private issuance and sale by
the Company of certain debentures, common stock and common stock purchase
warrants to finance the Electronic Sign Corporation acquisition; and (f) 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, 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
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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, 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 1997
Annual Report, including the portions of the 1997 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 and May 27, 1997
("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 March 20, 1998, the Company
and the Warrant Agent entered into a fourth amendment to the Warrant Agreement
reflecting the extension of the expiration date of the Redeemable Warrants to
December 31, 1998. Additionally, pursuant to a 5% stock dividend granted
December 1, 1997 to holders of the Company's Common Stock on November 14, 1997,
the exercise price of the Redeemable Warrants was decreased to $4.536. 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 4,638,851 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."
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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 to
reflect certain modifications to the expiration date and again on March 20, 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 $4.536 per share
at any time until the close of business on December 31, 1998, 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 $5.81, then upon at least 30 days' prior
written notice, the Company will be able to call all (but not less than all) of
the Redeemable Warrants for redemption at a price of $.07 per Redeemable
Warrant. The warrants underlying the Unit Purchase Option granted to the
Underwriter are not subject to redemption and are exercisable by the holder
thereof at an exercise price per share of $4.68.
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 $4.536 as a result of the 5% stock
dividend granted on December 1, 1997 to the holders of the Company's Common
Stock as of November 14, 1997. 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 Redeemable Warrantholders to purchase the kind and the number of
shares of Common Stock that might otherwise have been purchased upon exercise of
such Redeemable Warrants. No adjustment for previously paid cash dividends, if
any, will be made upon exercise of the Redeemable Warrants.
The Redeemable Warrants do not confer upon the holder any voting or any other
rights of a shareholder of the Company. Upon notice to the Redeemable
Warrantholders, the Company has the right to reduce the exercise price or extend
the expiration date of the Redeemable Warrants, subject to compliance with Rule
13e-4 under the Exchange Act.
The Redeemable Warrants may be exercised upon surrender of the Redeemable
Warrant certificate on or prior to the December 31, 1998 extended expiration
date (or earlier redemption date) of such Redeemable Warrants at the offices of
the Warrant Agent, with the form of "Election to Purchase" as set forth on the
reverse side of the Warrant certificate completed and executed as indicated,
accompanied by payment of the full exercise price (by official bank or certified
check or money order payable to the order of the Company) for the number of
Redeemable Warrants being exercised.
REGISTRATION RIGHTS
The Unit Purchase Option issued to the Underwriter includes demand and
piggyback registration rights with respect to the Unit Purchase Option and the
securities underlying the Unit Purchase Option for a period of four years,
commencing January 6, 1995. In connection with the financing of the acquisition
of Electronic Sign Corporation, La-Man issued to Renaissance Capital Growth &
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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 initial conversion price of $4.75 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 the shares of
Common Stock underlying the Convertible Debentures and 275,000 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 810,000 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.
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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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
Fifth 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
LA-MAN
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PROSPECTUS SUPPLEMENT
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LA-MAN CORPORATION
5029 Edgewater Drive
Orlando, Florida 32810
(407) 521-7477
MARCH 20, 1998
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