<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 1999
REGISTRATION NO. 333-71705
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-----------------------
DISPLAY TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
NEVADA 3993 38-2286268
(STATE OR OTHER JURISDICTION OF (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
5029 Edgewater Drive, Orlando, FL 32810 (407) 521-7477
- --------------------------------------------------------------------------------
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S OFFICE)
J. William Brandner
5029 Edgewater Drive, Orlando, FL 32810 (407) 521-7477
- --------------------------------------------------------------------------------
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
Copies or communication to:
Marshall S. Harris
Display Technologies, Inc.
5029 Edgewater Drive, Orlando, FL 32810 (407) 521-7477
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this registration.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_] _______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] _______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
================================================================================
<PAGE>
THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THE REGISTERING SECURITYHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SEC IS EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL THESE SECURITIES NOR THE SOLICITATION OF AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
[LOGO OF DISPLAY TECHNOLOGIES, INC. APPEARS HERE]
DISPLAY TECHNOLOGIES, INC.
5029 Edgewater Drive
Orlando, Florida 32810
Display Technologies, Inc., through its subsidiaries, designs, manufactures,
installs and services hi-tech electronic computer driven video displays, message
centers, scoreboards and business identity signs, and also manufactures a line
of compressed air filter products.
2,720,021 SHARES OF COMMON STOCK
<TABLE>
<CAPTION>
The Offering Per Share Total
- ------------ --------- -----
<S> <C> <C>
Public offering price.................... $6.34 $17,244,933.14
Proceeds, before expenses,
to the Registering Securityholders.. 6.34 17,244,933.14
</TABLE>
Certain of the shareholders named under "Registering Securityholders" have
advised us that they presently intend to offer for sale 411,401 shares of Common
Stock covered by this Prospectus. Display Technologies, Inc. f/k/a La-Man
Corporation (the "Company") will not receive any of the proceeds from the sale
of such shares. We will receive proceeds from the exercise of options and
warrants underlying certain of the shares.
The Common Stock covered by this Prospectus may be offered by the Registering
Securityholders on the Nasdaq SmallCap Market, in privately negotiated
transactions, or by a combination of such methods of sale, at fixed prices that
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated prices.
TRADING SYMBOLS -- NASDAQ SMALLCAP MARKET
COMMON STOCK -- DTEK
On February 5, 1999, the last reported sale price for the Common Stock was
$6.34 per share.
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 4 OF THIS PROSPECTUS.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTUS DATED FEBRUARY 11, 1999
<PAGE>
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH
WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION CONTAINED IN THIS DOCUMENT MAY ONLY BE
ACCURATE ON THE DATE OF THIS PROSPECTUS.
2,720,021 Shares of Common Stock
(Par Value $.001 per share)
DISPLAY TECHNOLOGIES, INC.
========================
PROSPECTUS
========================
TABLE OF CONTENTS
<TABLE>
<S> <C>
Operating Subsidiaries of Display Technologies, Inc..................... 1
Available Information................................................... 1
Incorporation by Reference.............................................. 1
Forward-Looking Statements; Certain Defined Terms....................... 2
Prospectus Summary...................................................... 3
Risk Factors............................................................ 4
The Offering............................................................ 10
Use of Proceeds......................................................... 10
Registering Securityholders............................................. 11
Plan of Distribution.................................................... 14
The Company............................................................. 14
Description of Capital Stock............................................ 18
Legal Matters........................................................... 19
Experts................................................................. 19
</TABLE>
<PAGE>
OPERATING SUBSIDIARIES OF DISPLAY TECHNOLOGIES, INC.
AD ART ELECTRONIC SIGN CORPORATION J.M. STEWART INDUSTRIES, INC.
3133 North Ad Art Road 1705 Cattlemen Road, Unit S15
Stockton, CA 95215 Sarasota, Fl. 34232
CERTIFIED MAINTENANCE SERVICE, INC. J.M. STEWART MANUFACTURING, INC.
365 Oak Place 2201Cantu Court, Suite 217
Port Orange, FL 32127 Sarasota, FL 34232
DON BELL INDUSTRIES, INC. LA-MAN CORPORATION
365 Oak Place 700 Glades Court
Port Orange, FL 32127 Port Orange, FL 32127
J.M. STEWART CORPORATION
2201Cantu Court, Suite 217
Sarasota, FL 34232
AVAILABLE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or
other information on file at the SEC's public reference room in Washington, D.C.
You can request copies of those documents, upon payment of a duplicating fee, by
writing to the SEC.
The Company has filed a Registration Statement on Form S-3 with the SEC.
This Prospectus, which forms a part of the Registration Statement, does not
contain all of the information included in the Registration Statement. Certain
information is omitted and you should refer to the Registration Statement and
its exhibits. References made in this Prospectus to any contract or other
document of the Company, are not necessarily complete and you should refer to
the exhibits attached to the Registration Statement for copies of the actual
contract or document. You may review a copy of the Registration Statement at
the SEC's public reference room in Washington, D.C.
INCORPORATION BY REFERENCE
The following documents or information filed by the Company with the SEC
are incorporated in this Prospectus by reference:
(a) Annual Report on Form 10-KSB for the fiscal year ended June 30, 1998;
(b) Proxy Statement on Schedule 14A as filed on September 18, 1998;
(c) Quarterly Report on Form 10-QSB for the quarter ended September 30,
1998, as amended on January 20, 1999;
1
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(d) Current Report on Form 8-K as filed on December 7, 1998; and
(e) Current Report on Form 8-K as filed on January 15, 1999.
(f) Current Report on Form 8-K as filed on February 5, 1999; and
(g) Quarterly Report on Form 10-QSB for the quarter ended December 31,
1998.
All reports and other documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this Prospectus and prior to the termination of the
offering made by this Prospectus are to be deemed to be incorporated by
reference into this Prospectus and to be a part of this Prospectus from the
respective dates they are filed. In the case of a conflict, statements in
documents most recently filed with the SEC should be relied upon.
We will send you, without charge, on your written or oral request, a copy
of any or all of the information incorporated by reference in this Prospectus
(other than exhibits not specifically incorporated into such documents).
Requests for such copies should be directed to Marshall S. Harris, General
Counsel, Vice President and Secretary, Display Technologies, Inc., 5029
Edgewater Drive, Orlando, Florida 32810.
FORWARD-LOOKING STATEMENTS; CERTAIN DEFINED TERMS
Certain statements incorporated by reference or made in this Prospectus
under the captions "Prospectus Summary," "Risk Factors," and "Business" and
elsewhere in this Prospectus are "forward-looking statements" within the meaning
of the private Securities Litigation Reform Act of 1995. These statements are
subject to the safe harbor provisions of that act. The statements include,
without limitation, future statements about the competitiveness of the signage
and filter industries, the future availability and prices of certain materials,
potential regulatory obligations and the Company's strategies and other
statements contained herein that are not historical facts. The words
"anticipate," "believe," "estimate" and similar expressions are generally
intended to identify forward-looking statements. Because such statements
involve risks and uncertainties, there are important factors that could cause
actual results to differ materially from those expressed or implied by such
forward-looking statements, including changes in general economic and business
conditions (including in the signage and filter industries), actions of
competitors, our ability to recover material costs in the pricing of our
products, the extent to which we are able to develop new products and markets
for our products, the time required for such development, the level of demand
for such products, changes in our business strategies and other factors
discussed under "Risk Factors."
As used in this Prospectus, unless the context requires otherwise, (a) the
"Company" means Display Technologies, Inc. and its predecessors and consolidated
subsidiaries, (b) "Common Stock" means our common stock, $.001 par value per
share; (c) "Offering" means the offering of Common Stock contemplated by this
Prospectus; (d) "Securities Act" means the Securities Act of 1933; and (e)
"Exchange Act" means the Securities Exchange Act of 1934.
2
<PAGE>
PROSPECTUS SUMMARY
THIS SUMMARY HIGHLIGHTS SOME INFORMATION CONTAINED ELSEWHERE IN THIS
PROSPECTUS. THIS SUMMARY IS NOT COMPLETE AND MAY NOT CONTAIN ALL OF THE
INFORMATION THAT YOU SHOULD CONSIDER BEFORE INVESTING IN THE COMMON STOCK. YOU
SHOULD READ THE ENTIRE PROSPECTUS, AND THE DOCUMENTS INCORPORATED BY REFERENCE,
CAREFULLY.
THE COMPANY
We have been in operation since 1979. Until 1994, our sole line of business
was the manufacture and sale of a line of filter products used in compressed air
equipment. As the result of acquisitions since 1994, our business now consists
primarily of the design, manufacture, installation and maintenance of sign
displays, primarily outdoor displays. Our products consist of everything from
very simple signage in front of a church, school or other institution, to
spectacular electronic signs for the sports industry, entertainment complexes,
shopping and auto malls, and the like. Our February 1998 acquisition of Ad Art
Electronic Sign Corporation tripled the size of our company and gained us entry
into the market for higher-technology signs, such as our new LED (light emitting
diode) display board which is capable of full live video. All of our business
operations are conducted through our subsidiaries. Our commercial display
business is conducted by Ad Art and Don Bell Industries, Inc. J.M. Stewart
Corporation operates our institutional sign business and our sign maintenance
business is operated by Certified Maintenance Service, Inc., as well as Ad Art
and Don Bell. La-Man Corporation operates our original compressed air filter
business.
REGISTERING SECURITYHOLDERS
The Registering Securityholders are:
. Peter D. Mathews
. Terry J. Long
. Lou A. Papais
. Croft & Bender LLC
. Halyx Partners, Inc. d/b/a The Howell Group
. Various members of Pacific Consulting Group, Inc.
. Renaissance Capital Growth & Income Fund III, Inc.
. Renaissance U.S. Growth & Income Trust PLC
. Worrell Enterprises, Inc.
3
<PAGE>
Only 411,379 shares of Common Stock covered by this Prospectus are
presently being offered for sale. The holders of the remaining 2,308,642 shares
covered by this Prospectus have advised us that they do not presently intend to
offer such shares for sale. Of these 2,308,642 shares, 993,566 shares are
presently outstanding; the remaining 1,315,086 are issuable upon the exercise of
certain options and warrants or the conversion of certain debt instruments.
THE OFFERING
We will not receive any proceeds from the sale of any of the shares covered
by this Prospectus. We will receive $573,052.45 from Mr. Mathews upon the
exercise of his option and warrants, and we will receive $181,122 from
Worrell upon the exercise of its options. Also, our indebtedness will be
reduced by $500,000 upon conversion of the Company's promissory note to Worrell.
We also will receive proceeds of warrants and options held by other Registering
Securityholders if and when exercised, and our indebtedness to the Renaissance
lenders will be reduced or eliminated if and when they exercise their rights to
convert their debt instruments into shares of our Common Stock. Proceeds we
receive from the exercise of the warrants and options will be used to reduce our
indebtedness, for working capital purposes and for acquisitions.
If and when all of the shares covered by this Prospectus are issued, there
will then be 8,583,640 shares of Common Stock outstanding, assuming no
additional shares are issued in the meantime.
RISK FACTORS
YOU SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS AND OTHER INFORMATION
IN THIS PROSPECTUS BEFORE DECIDING TO INVEST IN SHARES OF OUR COMMON STOCK.
Market Overhang; Issuance of Additional Shares
The Company presently has outstanding the following stock options, stock
warrants and convertible debt instruments:
. Plan options Options granted under our stock option and stock
compensation plans to various present and former
employees and non-employee directors to purchase
up to an aggregate of 1,916,777 shares of Common
Stock. All but 546,000 of such options are
presently exerciseable, at prices ranging between
$.48 and $5.06 per share.
4
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. Underwriter option Option held by Peter D. Mathews, the successor
to the underwriter of our 1994 offering, to
purchase, at the price of $6.85 per unit,
33,887 units, each unit comprised of two
shares of Common Stock and two common stock
purchase warrants exerciseable at price of
$4.75 per warrant.
. Consultant options Options granted to various of our consultants
to purchase up to an aggregate 409,500 shares.
All of the options and warrants are presently
exercisable at prices ranging between $1.40
per share and $4.29 per share.
. Renaissance warrants Warrants granted to our Renaissance lenders to
purchase up to an aggregate of 210,000 shares.
These warrants are presently exercisable at
the price of $4.11 per share.
. Renaissance debentures $3,500,000 of our 8.75% Convertible Debentures
Due March 2, 2005, held by Renaissance, are
presently convertible into up to 774,336
shares at the conversion price of $4.52 per
share.
. Worrell note $500,000 Promissory Note Due September 7,
2000, that is presently convertible into up to
115,740 shares at the conversion price of
$4.32 per share.
The shares underlying the underwriter and consultant options, the
Renaissance warrants and debentures and the Worrell note and options are
included in this Prospectus. Worrell and Mr. Mathews each have advised us that
they intend to acquire the shares of Common Stock underlying their instruments
and offer such shares for sale under this Prospectus. However, the holders of
the consultant options and the Renaissance warrants and debentures have advised
us that they do not presently intend to exercise the right to convert their
instruments into shares of Common Stock.
On December 29, 1998, we notified the registered holders of our publicly
traded common stock purchase warrants that the Company had elected to exercise
its right to redeem the warrants effective January 28, 1999 at the required
redemption price of $.07 per warrant. Of the 620,000 warrants originally
outstanding, 531,340 of such warrants were exercised prior to the redemption
date at the exercise price of $4.32 per warrant, resulting in proceeds to the
Company of $2,321,438 and the issuance of 537,370 additional shares of common
stock. We intend to use the proceeds from exercise of the warrants to reduce
debt, for general working capital purposes, and for acquisitions.
Over the last six months, the trading volume of the Common Stock has
averaged approximately 60,000 shares weekly and there are now several active
market makers in the Common Stock. Prior to that time, the relatively small
size of the "public float" in the Common Stock and the lack of a sufficient
number of active market makers resulted at times in thin and sporadic trading.
We can not assure you that the public trading in the Common Stock will be as
active in the future as it is at present or that exercise or conversion of our
outstanding options, warrants and convertible debt instruments could not
adversely affect trading prices of the Common Stock.
5
<PAGE>
MARKET PRICE FLUCTUATIONS
We have recently experienced significant fluctuations in the market price
of our Common Stock and the volume of its trading. In addition, the securities
markets from time to time experience significant price and volume fluctuations
that may be unrelated to the operating performance of particular companies.
Economic and other external factors, as well as period-to-period fluctuations in
our financial results, may have a significant impact on the market price of the
Common Stock.
FLUCTUATIONS IN QUARTERLY OPERATING RESULTS
Our operating results have historically varied from quarter to quarter and
we expect that some variability will continue to occur. In the past, operating
results have varied as a result of a number of factors, such as the size and
timing of customer orders, seasonality, the timing of the introduction and
customer acceptance of new products or product enhancements by our competitors.
Other contributing factors have been our introduction of new products, changes
in pricing policies by us or our competitors, marketing and promotional
expenditures, the timing of acquisitions and changes in general economic
conditions.
RISKS IN GROWTH STRATEGY
Our strategy is to grow by strengthening our presence in our existing
markets with existing products and through new product developments, and through
acquisitions. In addition, we seek to improve cash flow and profitability
through cost efficiencies. Our growth strategy presents risks inherent in
assessing the value, strengths and weaknesses of acquisition opportunities, in
evaluating the costs of new growth opportunities and in expanding into new
products and improving our operating efficiencies. We are unable to predict the
number or timing of future acquisition opportunities, or whether any such
opportunities will meet our acquisition criteria.
Likewise, our growth strategy also depends on our ability to achieve cost
efficiencies through increasing production automation, improving distribution
and enhancing work force productivity. There can be no assurances that we will
be able to continue to successfully implement this strategy in the future.
COMPETITION
Our products compete with those of a number of companies, both larger and
smaller than us, and with products based on various forms of technology. In
addition, there are several companies whose current products utilize similar
technology and who possess the resources to develop more competitive products in
the future. There can be no assurance that competitors will not market new
products which have perceived advantages over some of our products or which,
because of pricing strategies, render
6
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some products currently sold by us less marketable or otherwise adversely affect
our operating margins. Each of our 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 our present or
proposed products or services. Some of these companies have substantially
greater financial, technical, manufacturing, marketing, distribution and/or
other resources than us. There can be no assurance that we will be able to
continue to compete successfully with such companies.
YEAR 2000 NONCOMPLIANCE
Many existing computer programs only use two digits to identify a year in
the date field, with the result that data referring to the Year 2000 and
subsequent years may be misinterpreted by these programs. If present in
computer applications of the Company or its suppliers and not corrected, this
problem could cause computer applications to fail or to create erroneous results
and could cause a disruption in operations and have an adverse effect on the
Company's business and results of operations.
Over the last few years, we have analyzed and evaluated all internal
information technology systems, equipment and operations to ensure their Year
2000 compliance. We have been actively implementing new systems over the last
few years, and we believe that all of our major information technology,
including that used in certain of our electronic display products, is Year 2000
complaint. Letters of compliance have been requested from each of our vendors
and, when the need is identified, we intend to work with our vendors in
determining appropriate testing and compliance processes. Expenditures to
remediate Year 2000 issues have not been material and we do not reasonably
foresee material expenditures related to these issues in the future.
We do not assess as high the risks to our operations of Year 2000
noncompliance by our vendors, since we have numerous alternate sources of
suppliers. However, despite this fact and our efforts to ensure our Year 2000
compliance and that of our vendors, we could potentially experience a disruption
in our operations as the result of Year 2000 noncompliance of certain vendors,
financial institutions, governmental agencies or other third parties or external
systems. Such a disruption could potentially affect various aspects of our
business operations, such as the timeliness of completion and delivery of major
electronic display products.
ENVIRONMENTAL MATTERS
Many of our operations are subject to federal, state and local
environmental laws and regulations pertaining to air and water quality, storage
tanks and the management and disposal of waste at our facilities. To the best
of our knowledge, our operations are in material compliance with applicable
environmental laws and regulations as currently interpreted. We cannot predict
with any certainty whether future events, such as changes unknown to us, may
give rise to additional costs that could be material. Furthermore, actions by
federal, state and local governments concerning environmental matters
7
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could result in laws or regulations that could have a material adverse effect on
our financial condition or results of operations.
DEPENDENCE ON KEY PERSONNEL
We rely, and will continue to rely, on skilled executives and other key
employees, including our present officers. We believe we are able to attract
and retain management and other personnel, and replace key personnel. However,
should that need arise, our inability to attract, retain or replace such
personnel could adversely effect our financial condition and operating results.
BUSINESS AND ECONOMIC FACTORS
The future of the Company, and of our operations, will be subject to a
number of business and other factors beyond our control, such as economic
slowdowns and increased competition. Unfavorable general economic conditions
could adversely affect our operating results. 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 significantly deteriorate.
DIVIDENDS
We have paid 5% dividends in Common Stock the last three fiscal years. We
have not paid and do not anticipate paying any cash dividends on the Common
Stock in the foreseeable future. We intend instead to retain working capital
and earnings for use in our business operations and expansion.
FUTURE ISSUANCES OF STOCK BY THE COMPANY
The Company has 50,000,000 shares of Common Stock authorized, of which
5,863,619 shares were issued and outstanding on January 25, 1999. We also are
authorized to issue up to 50,000,000 shares of preferred stock, par value $.001
per share. No shares of preferred stock are outstanding. The Company has
reserved a total of 3,491,151 shares of Common Stock as follows: (a) 2,601,075
shares for issuance upon exercise of outstanding options and warrants; and (b)
890,076 shares for issuance upon exercise of conversion rights under our
convertible debt instruments. The remaining 40,645,230 authorized but unissued
and unreserved shares of Common Stock, and the 50,000,000 authorized shares of
preferred stock, may be issued in certain cases without any action or approval
by shareholders. Although we presently have no plans, agreements, or
undertakings for the issuance of any shares, or related convertible securities
except as disclosed in this Prospectus, 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 we will not issue any such additional shares. A shareholder's pro
rata ownership interest in the Company will be reduced to the
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extent of the exercise of the outstanding warrants and options or the exercise
of conversion rights under our convertible debt instruments.
ANTI-TAKEOVER PROVISIONS
There are certain provisions in our Restated Articles of Incorporation and
our debt instruments that could materially affect an attempt to acquire control
of the Company. These provisions are as follows:
. Restated Articles of Incorporation Our Restated Articles of
Incorporation authorize the
issuance of up to 50,000,000
shares of preferred stock and
allow the Board of Directors to
create one or more series of
preferred stock and to fix the
voting rights, dividend rights,
liquidation rights and other
rights of such shares. No
shares of preferred stock are
presently outstanding, and we
presently have no agreements or
plans to do so.
. Debt Instruments A number of our debt
instruments permit our lenders
to accelerate the maturity of
our indebtedness to them if
there occur certain changes
(other than as a result of
resignations) to the makeup of
our Board of Directors or a
person or group obtains a
specified percentage of our
outstanding voting shares.
Also, our debt instruments
contain other provisions that
could make it difficult for
someone to acquire control of
the Company.
The discretion of our Board of Directors to authorize the issuance of
various series of preferred stock and the provisions in our debt instruments
allowing lenders to accelerate the maturity of our indebtedness upon a change in
control might discourage an unsolicited attempt to acquire control of the
Company by offering shareholders a premium for their shares of Common Stock.
However, it is possible that making shares of preferred stock available for
issuance could have the effect of increasing the price offered to our
shareholders in a tender or exchange offer. Moreover, the Marketplace Rules of
The Nasdaq Stock Market, Inc. limit the ability of the Company to issue shares
of preferred stock having certain voting rights without the approval of our
shareholders.
9
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LEVERAGE
Our debt to equity ratio as of December 31, 1998 was approximately 1-to-1.
Our ability to make scheduled payments of the principal of, or interest on, our
debt will depend on our future performance, which is subject, among other
things, to economic, financial, competitive and other factors beyond our
control.
THE OFFERING
Common Stock registered................... 2,720,021 shares
Common Stock presently offered............ 411,401 shares
Total shares outstanding as of
February 3, 1999/(1)/..................... 5,863,619 shares
Registering Securityholders............... See "Registering
Securityholders" below
Use of proceeds........................... The Company will not receive
any proceeds from the
Offering. See "Use of
Proceeds" below.
/(1)/ Does not include 2,735,603 shares reserved for issuance under our stock
option and stock compensation plans, of which 1,916,777 options were
outstanding as of February 3, 1999.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the 411,401
shares of Common Stock presently offered under this Prospectus or the sale of
the remaining, 2,308,620 shares if and when they are offered for sale. The
Company will receive from Peter D. Mathews proceeds of $573,052.45 upon the
exercise by Mr. Mathews of certain options and warrants, and the Company will
receive proceeds of $181,122 from Worrell Enterprises, Inc. upon its exercise of
certain options. These proceeds will be used to reduce debt, for general working
capital purposes, and for acquisitions. The Company's indebtedness will be
reduced by $500,000 upon conversion by Worrell of the Company's convertible note
in that amount to Worrell.
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REGISTERING SECURITYHOLDERS
The Company has agreed with the Registering Securityholders identified
below to register all 2,577,641 shares of Common Stock covered by this
Prospectus. However, only Messrs. Pete Mathews and Lou Papais, and Worrell
Enterprises, Inc. are presently offering shares for sale under this Prospectus.
The other Registering Securityholders have advised us that they do not intend to
offer their shares for sale or exercise their options or warrants, or convert
their convertible debt instrument, at this time.
The following table sets forth certain information regarding the
Registering Securityholders' beneficial ownership of Common Stock as of February
3, 1999. The table assumes the exercise of all options held by them that are
exerciseable within 60 days of such date, reflects the number of shares
presently offered and also reflects the percentage beneficially owned (if more
than one percent) after the offered shares are sold.
<TABLE>
<CAPTION>
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SHARES BENEFICIALLY SHARES SHARES % AFTER
NAME OF REGISTERING SECURITYHOLDER OWNED REGISTERED OFFERED OFFERING
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Peter D. Mathews 143,548 143,548 143,548
- -----------------------------------------------------------------------------------------------------------------------
Lou A. Papais 680,400 680,400 100,000 9.9%
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Terry J. Long 275,100 170,100 0 4.6%
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Croft & Bender LLC 78,750 78,750 0 1.3%
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Halyx Partners, Inc. d/b/a The Howell Group 110,250 110,250 0 1.9%
- -----------------------------------------------------------------------------------------------------------------------
Pacific Consulting Group, Inc. Principals or Employees
Falcon Consulting Company 14,000 14,000 0
Trout Trading Company, Inc. 52,375 52,375 0
J. Scott Liolios 52,375 52,375 0
Chris Rosgen 18,000 18,000 0
Nevine Safyurtlu 5,000 5,000 0
- -----------------------------------------------------------------------------------------------------------------------
Renaissance Capital Growth & Income Fund III, Inc. 613,696 613,696 0 9.7%
- -----------------------------------------------------------------------------------------------------------------------
Renaissance U.S. Growth & Income Trust PLC 613,696 613,696 0 9.7%
- -----------------------------------------------------------------------------------------------------------------------
Worrell Enterprises, Inc. 534,723 167,831 167,831 6.1%
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
Mr. Mathews is a former principal of Mathews, Holmquist and Associates,
Inc., which acted as the underwriter of the Company's 1994 public offering of
Common Stock and Common Stock purchase warrants. Part of the consideration paid
to the underwriter for that offering was comprised of options to purchase 71,774
shares of Common Stock and 71,774 Common Stock purchase warrants. Each of the
warrants entitles Mr. Mathews to purchase one share of Common Stock at the
exercise price of $4.75 per warrant. Mr. Mathews was assigned all rights to the
unit purchase option by the trustee in bankruptcy for his former underwriting
firm, which assignment was approved by the U.S. Bankruptcy Court, District of
Minnesota. Incident to entering into an amendment extending the expiration date
of the option, Mr.
11
<PAGE>
Mathews paid the Company $13,700 in partial exercise of the option, upon which
he received 4,000 shares of Common Stock and 4,000 warrants. Mr. Mathews has
advised the Company that he intends to fully exercise the remainder of the unit
purchase option and all of his warrants, which will provide additional total
proceeds to the Company of $573,052.45.
Lou A. Papais and Terry J. Long are former shareholders of Electronic Sign
Corporation, the predecessor by merger to the Company's subsidiary, Ad Art
Electronic Sign Corporation. They are registering all of the shares of Common
Stock they acquired as part of the merger. However, Mr. Papais has advised the
Company that he intends to presently offer for sale only 100,000 of such shares
and Mr. Long has advised us that he does not intend to offer any of his shares
for sale at present. Mr. Papais is party to a consulting agreement with the
Company and Ad Art. Under the terms of the consulting agreement, Mr. Papais is
required to devote three days per week to consulting with Ad Art management on
its electronic sign products through February 18, 2001. As consideration for
his consulting services, Mr. Papais receives an annual consulting fee of
$100,000 payable in equal monthly installments. Mr. Long is President of Ad
Art. He has a three-year employment agreement with Ad Art providing for a
$175,000 annual salary and incentive bonus, and also holds options for 105,000
shares of Common Stock exerciseable at the price of $3.84.
Croft & Bender, LLC provided various consulting services to the Company in
connection with the acquisition of Ad Art in February 1998. In consideration of
these consulting services, Croft & Bender, LLC was granted warrants to purchase
up to 78,750 shares of Common Stock at the exercise price of $4.11 per share.
Halyx Partners, Inc. d/b/a The Howell Group has an agreement with the
Company under which it provides various investor public relations services to
us. The shares being registered for this Registering Securityholder are
issuable upon exercise of the following options granted to it for the consulting
services: (a) options to purchase 55,125 shares of Common Stock at the exercise
price of $1.40 per share expiring March 17, 2001; and (b) options to purchase
55,125 shares of Common Stock at the exercise price of $2.50 per share expiring
August 28, 2001. The Howell Group has advised us that it does not presently
intend to exercise the options and, accordingly, is not presently offering the
underlying shares.
Falcon Consulting Company, Trout Trading Company, Inc., J. Scott Liolios,
Chris Rosgen and Nevine Safyurtlu are principals or employees of Pacific
Consulting Group, Inc. Pacific provides various financial public relations
consulting services to the Company. In consideration of these consulting
services, Pacific was granted the following options, which it has assigned to
the named principals and employees in the amounts described in the above table:
(a) options for 78,750 shares of Common Stock at the exercise price of $3.10 per
share; (b) options for 31,500 shares of Common Stock at the exercise price of
$3.57 per share; and (c) options for 31,500 shares of Common Stock at the
exercise price of $4.29 per share. The Pacific options expire on August 28,
2001. Pacific has advised us that none of the
12
<PAGE>
named principals or employees presently plans to exercise any of the options
and, accordingly, the underlying shares are not presently being offered for
sale.
Renaissance Capital Growth & Income Fund III, Inc. and Renaissance U.S.
Growth Income & Trust PLC provided the financing for the Company's acquisition
of Ad Art in February 1998. In exchange for the financing, each of the
Renaissance lenders received the following consideration: (a) 121,528 shares of
Common Stock; (b) a $1,750,000 convertible debenture convertible into shares of
Common Stock at the present conversion price of $4.52 per share; and (c)
warrants to purchase up to 105,000 shares of Common Stock at the present
exercise price of $4.11 per share. The Renaissance lenders have advised the
Company that they do not presently intend to exercise their warrants or their
conversion rights under the debentures and, accordingly, are not presently
offering any of the underlying shares of Common Stock for sale. The Company has
the right to redeem the Renaissance convertible debentures at 101% of par if the
closing bid price for the Common Stock averages at least $8.23 for 20
consecutive trading days, the average daily trading volume for 45 consecutive
trading days prior to the redemption notice is not less that 30,000 shares, and
the Company has previously filed a registration statement covering the shares
underlying conversion of the debentures and such registration statement has been
declared effective.
The $500,000 convertible note held by Worrell Enterprises, Inc. was issued
to Worrell as part of the consideration for the Company's acquisition of Don
Bell Industries, Inc. in September 1995. The note is presently convertible into
115,740 shares of Common Stock at the conversion price of $4.32 per share.
Worrell also holds the following options granted to Worrell in consideration of
the services of Messrs. Edwin M. Freakley and Robert M. Smither, Jr. as non-
employee directors of the Company: (a) options to purchase 4,631 shares of
Common Stock at the exercise price of $.91 per share; (b) options to purchase
4,410 shares at the exercise price of $2.17 per share ; (c) options to purchase
22,050 shares at the exercise price of $2.77 per share; and (d) options to
purchase 21,000 shares at the exercise price of $5.06 per share. Worrell has
advised the Company that it intends to exercise the options and its conversion
rights under the note. Accordingly, Worrell is offering all of such 167,831
shares of Common Stock for sale under this Prospectus.
The Company is registering the shares of Common Stock underlying Mr.
Mathews' option and warrants as the result of his exercise of certain demand
registration rights granted in connection with the option. The Company has
agreed to register the remaining shares covered by this Prospectus as the result
of the exercise by the Registering Securityholders of various piggyback
registration rights. Substantially all of the expenses of the preparation of
the registration statement are being paid by the Company.
13
<PAGE>
PLAN OF DISTRIBUTION
The shares of Common Stock being offered by certain Registering
Securityholders under this Prospectus may be offered and sold from time to time
as market conditions permit on the Nasdaq SmallCap Market, or otherwise, at
prices and terms then prevailing or at prices related to the then current market
price, or in negotiated transactions. Such shares may be sold by one or more of
the following methods, without limitation: (a) a block trade in which a broker
or dealer will attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; and (d) face-to-face
transactions between sellers and purchasers without a broker/dealer. Brokers or
dealers engaged by the Registering Securityholders may arrange for other brokers
or dealers to participate. Brokers or dealers may receive commissions or
discounts from the Registering Securityholders in amounts to be negotiated.
Participating brokers and dealers may be deemed to be "Underwriters" within the
meaning of the Securities Act in connection with such sales.
To comply with certain state securities laws, if applicable, the shares will
be offered or sold in such jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain states the shares may not be sold
or offered unless they have been registered or qualified for sale in such states
or an exception for registration or qualification is available and is complied
with.
THE COMPANY
GENERAL
Display Technologies, Inc. has been in operation since 1979. Until January
1994, our sole line of business consisted of the manufacture and sale of various
filter products for compressed air equipment. We entered the business of
manufacturing and selling signs to schools, churches and other institutions in
January 1994 and entered the electronic and custom sign business in September
1995. Today, our main business is the design, manufacture, installation and
display of signs and other displays, primarily outdoor displays. Our products
range from very simple signs in front of schools, churches and other
institutions to very large, spectacular LED (light emitting diode) and other
electronic displays for the sports industry, theme parks and other entertainment
complexes, shopping complexes and the like. Our February 1998 acquisition of Ad
Art Electronic Sign Corporation provided for our entry into the market for
higher-technology displays. We produce custom-designed signage and display
products that enhance image and location awareness. Our products vary from back-
lit identification signs for institutions and small businesses to large,
electronic full-color video displays for the sports and entertainment
industries. They communicate visual messages, which can be product or service
14
<PAGE>
advertisements, as well as identification, directional, inspirational,
instructional and simple entertainment messages.
Our February 1998 acquisition of Ad Art approximately tripled the size of
our company and gained us entry into international markets. As a result, we are
now one of the 10 largest companies in the $4.6 billion electronic sign
industry.
Our newest LED product is capable of full-live video. We recently completed
a four-sided video replay board at the University of Houston's indoor arena and
have installed or are installing video boards in convention centers, auto malls,
shopping centers and a cathedral in Las Angeles, California. We have also
installed video boards in Moscow, Siberia, the Middle East, Mexico, South
America and Central America.
Our corporate headquarters are located at 5029 Edgewater Drive, Orlando,
Florida. All of our business operations are conducted through our subsidiaries.
OPERATING SUBSIDIARIES
Ad Art Electronic Sign Corporation, acquired in February 1998, designs and
----------------------------------
manufactures high quality electronic message centers and video display boards
with sophisticated animation, instant replay and live video capabilities. Ad
Art, a California-based firm, is a major manufacturer of traditional and
electronic signage across a broad range of industries and countries.
Aesthetically pleasing, durable, and economical, Ad Art display products are
being utilized worldwide in casinos, stadiums, restaurants, banks, auto malls
and retail establishments.
Ad Art is a recognized leader in state-of-the-art electronic video display
boards, which are found in some of the world's largest sports stadiums, casinos,
airports, theaters, auto malls, churches, shopping centers, convention centers
and other businesses, including:
. Hiram Bithorn Stadium in San Juan, Puerto Rico;
. Atanasio Girardot Stadium in Medellin, Colombia;
. Chelsea Football Stadium in London;
. Stanford University in Palo Alto ,California;
. The University of Houston, Texas;
. the Rio, Circus Circus, Monte Carlo, the Bellagio and Excalibur
in Las Vegas;
. and in Times Square, Mexico, the Philippines and many other
countries.
These systems have the ability to display full colors and project live
video images. The systems use light emitting diodes (LED) rather than cathode
ray tubes (T.V.), substantially lowering the cost of
15
<PAGE>
acquisition and ownership and are rated at 50,000 hours of life. The displays
can be used for indoor and outdoor applications and are louvered so that they
are clear and bright in direct sunlight. Operation of these displays is
controlled by super pentium computers.
Ad Art is the recognized leader in the design, manufacture and installation
of spectacular signs as typically viewed in Las Vegas, Nevada. Currently the
gaming market is expanding rapidly in Atlantic City, along the Mississippi and
on Native American lands nationally. Historically, Ad Art's core business has
been selling to and servicing its well established regional and national
accounts in five broad customer categories: banks, fast food, merchants, oil
companies, and entertainment. Ad Art signs, for market leaders like Wells Fargo
Bank, McDonald's, Federal Express, Blockbuster Video, Pizza Hut, Auto Zone,
Office Depot, Texaco, Planet Hollywood, The Disney Store and many others, can be
seen on virtually any street corner throughout the U.S. and Canada. The reason
each of these $1,000,000+ accounts relies on Ad Art is its superior creative
services, combined with super-bright displays, quality of manufacture and
competitive pricing.
Don Bell Industries, Inc., acquired in 1995, specializes in the design and
-------------------------
manufacture of custom-designed corporate identification systems and electronic
message centers for commercial clients. These include shopping malls,
speedways, theme parks, vacation destinations and other facilities with a themed
image. In fiscal 1997, DBI provided 36% of consolidated sales.
DBI's customer base is comprised of the theme park, food service and
retailing industries. Our customers include, among others:
. Disney
. Walgreens
. Hard Rock Cafe
. Las Vegas, Daytona and Atlanta Motor Speedways
. Sea World
. Universal Studios
. Public Storage
. Hess Oil
. Walmart
. Denny's
16
<PAGE>
J.M. Stewart Corporation, acquired in 1994, produces signs for churches and
------------------------
schools. Recently, Stewart broadened its marketing strategy to include U.S.
military and other government installations worldwide, nursing homes, and civic
organizations such as volunteer fire departments and social clubs. Stewart's
reputation for quality and integrity has enabled it to become a joint venture
partner with the Sunday School Board of the Southern Baptist Convention,
Cokesbury (Methodist; Presbyterian and others), the Gospel Publishing House
(Assemblies of God), Randall House Publishing of the Free Will Baptist Church,
the Church Growth Institute and several others. Under these joint venture
agreements, the denomination endorses Stewart to market signs to local
congregations, with Stewart remitting a percentage of sales in the form of
commissions to the parent body.
Stewart obtains other sales leads by participation in conventions of
church, school and governmental/military personnel and direct mail advertising.
It follows up on sales leads by telephone, mail and other electronic
communications. This allows Stewart's highly trained personnel to penetrate
nationwide and worldwide markets from one centralized location.
Each sign is accompanied by a 20-year comprehensive warranty that is
indicative of Stewart's confidence in the quality and long life of its
products,. Warranty claims have historically been di mininus. Stewart is the
leader in its niche markets and is currently producing sales of as many as 200
signs each month.
Certified Maintenance Services, Inc., acquired in 1997, expanded our
------------------------------------
maintenance and service business, which services indoor and outdoor signage and
lighting. The installation and service department of Don Bell was combined with
Certified to form a single service division. The combined entities now have
nationwide capabilities through a network of subcontractors and a fleet of 31
service trucks in Tampa, Orlando and Port Orange, Florida; Las Vegas, Nevada,
and Atlanta, Georgia.
La-Man Corporation operates our original business, filtration products.
------------------
Compressed air free of contaminants is required in a host of applications.
Users include dental offices and clinics, hospitals, bakeries, spray painters,
sandblasters, oil drillers, staplers, nailers, air doors, injection molders and
even atomic energy plants, among many others. The product size varies from a
one pound unit for small applications such as dental and medical offices to a
300 pound unit for heavy industrial applications. La-Man currently manufactures
10 sizes of the Extractor/Dryer(R).
Although the filtration segment provided only 5% of fiscal 1998 revenues,
it contributed 20% of operating profits. Our filter products reduce or
eliminate water and other foreign contaminants from compressed air lines. An
air tool lubricator is sold as a companion or stand-alone product.
Essentially flat sales in the division for the three years prior to 1998
reflected an insufficient emphasis on marketing, other than limited advertising
and trade show appearances. In early 1997, a
17
<PAGE>
more aggressive marketing program was instituted, including reorganization of
sales and marketing, the addition of field representatives, increased
advertising to end users and increased trade show exhibits. In addition, La-Man
company instituted an active program to recruit new distributors. Management
expects this new marketing strategy to increase sales in the future.
YEAR 2000 COMPLIANCE
We have addressed Year 2000 issues in all of our major accounting and
production computer systems, as have our vendors who supply us with software
packages. We have also addressed Y2K issues with our various suppliers as to
the status of their compliance efforts. Generally, we are being advised that
our suppliers are or will become compliant on a timely basis; however, any
problems of vender noncompliance are mitigated by access to a large number of
alternate supply sources.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 50,000,000 shares of Common Stock
and 50,000,000 shares of preferred stock, each having the par value of $.001 per
share. As of February 3, 1999, 5,863,619 shares of Common Stock were
outstanding and no shares of preferred stock were outstanding.
COMMON STOCK
Our Restated Articles of Incorporation provide that each share of Common
Stock entitles its holder to one vote on all matters on which shareholders are
entitled to vote. Holders of Common Stock are entitled to receive dividends if
and when declared by our Board of Directors and 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 Company. Holders of
Common Stock do not have preemptive or conversion rights, or cumulative voting
rights.
PREFERRED STOCK
No shares of preferred stock have been issued. The Board of Directors,
without further shareholder action, is authorized to issue all 50,000,000 shares
of preferred stock and establish the designations, dividend rights, dividend
rate, conversion rights, voting rights, terms of redemption, liquidation
preferences and all other preferences and rights of any series of preferred
stock authorized by the Board of Directors. However, the Marketplace Rules of
The Nasdaq Stock Market, Inc., limit the ability of the Board of Directors to
authorize the issuance of shares of preferred stock having certain voting rights
without the prior written approval of holders of a majority of the outstanding
shares of Common Stock.
18
<PAGE>
LEGAL MATTERS
The legality of the securities offered hereby will be passed upon for the
Company by its General Counsel, Marshall S. Harris. Mr. Harris also serves as a
Vice President and Secretary of the Company and has a three-year employment
agreement under which he receives an annual salary of $175,000 and is entitled
to incentive compensation. Mr. Harris also owns, through a self-directed IRA,
11,576 shares of Common Stock and holds options to purchase 78,150 shares at
the price of $3.39, which are not presently exerciseable.
EXPERTS
The consolidated financial statements incorporated by reference in this
Prospectus and Registration Statement 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 in
reliance upon such report given upon the authority of said firm as experts in
auditing and accounting.
19
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with this offering are as follows:
<TABLE>
<S> <C>
SEC Registration $4,703.35
Legal Fees and Expenses* 500.00
Accounting Fees and Expenses* 1,000.00
Miscellaneous 1,000.00
TOTAL $6,203.35
=========
</TABLE>
* Indicates expenses that have been estimated for the purpose of filing.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection 1 of Section 78.751 of the Nevada General Corporation Law (the
"Nevada Law") empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceedings, had no
reasonable cause to believe his conduct was unlawful.
Subsection 2 of Section 78.751 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above against expenses,
including amounts paid in settlement and attorneys' fees, actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted under standards similar to those set forth above,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have
II-1
<PAGE>
been adjudged to be liable to the corporation or for amounts paid in settlement
to the corporation unless and only to the extent that the court in which such
action or suit was brought determines that despite the adjudication of liability
such person is fairly and reasonably entitled to indemnity for such expenses as
the court deems proper.
Section 78.751 further provides that to the extent a director or officer of
a corporation has been unsuccessful in the defense of any action, suit or
proceeding referred to in subsections (1) and (2) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification provided for by Section 78.751 shall
not be deemed exclusive of any other rights to which the indemnified party may
be entitled; that indemnification, unless ordered by the court or for the
advancement of certain expenses, may not be made to or on behalf of any director
or officer if a final adjudication establishes that his acts or omissions
involved intentional misconduct, fraud or a knowing violation of the law and was
material to the cause of action; and that the scope of indemnification shall
continue as to directors, officers, employees or agents who have ceased to hold
such positions, and to their heirs, executors and administrators.
Sections 78.752 of the Nevada Law empowers the corporation to purchase and
maintain insurance on behalf of a director, officer, employee or agent of the
corporation against any liability asserted against him or incurred by him in any
such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 78.151.
The Articles of Incorporation and Bylaws of the Registrant provide for
indemnification or its officers and directors, substantially identical in scope
to that permitted under Section 78.151 of the Nevada Law. The Bylaws provide
that the expenses of officers and directors incurred in defending any action,
suit or proceeding, whether civil, criminal, administrative or investigative,
must be paid by the Registrant as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay all amounts so advanced if it
is ultimately determined by a court of competent jurisdiction that the officer
or director is not entitled to be indemnified by the Registrant.
II-2
<PAGE>
ITEM 16. EXHIBITS.
Exhibit
Number Title of Exhibit
- ------ ----------------
4.3 Form of Representative's Unit Purchase Option (as revised)/22/
4.14 8% Convertible Note of Registrant, dated September 7, 1995, in
principal amount of $750,000 to Worrell Enterprises, Inc./28/
4.16 Convertible Loan Agreement Dated March 2, 1998 by and between
Registrant and Renaissance Capital Growth & Income Fund III, Inc.,
Renaissance US Growth & Income Trust PLC and Renaissance Capital
Group, Inc./36/
4.17 8.75% Convertible Debenture Due March 2, 2005 issued to Renaissance
Capital Growth & Income Fund III, Inc./36/
4.18 8.75% Convertible Debenture Due March 2, 2005 issued to Renaissance US
Growth & Income Trust PLC/36/
4.19 Stock Purchase Warrant issued to Renaissance Capital Growth & Income
Fund III, Inc./36/
4.20 Stock Purchase Warrant issued to Renaissance US Growth & Income Trust
PLC/36/
4.27 Unit Purchase Option Amendment dated as of January 4, 1999 between
Registrant and Peter D. Mathews/40/
4.28 Stock Option Agreement dated March 18, 1997 between Registrant and
Halyx Partners, Inc. d/b/a The Howell Group/41/
4.29 Stock Option Agreement dated August 29, 1997 between Registrant and
Halyx Partners, Inc. d/b/a The Howell Group/41/
4.30 Stock Purchase Warrant dated as of March 2, 1998 issued to Croft &
Bender LLC by Registrant/41/
4.31 Stock Option Agreement dated July 1, 1998 between Registrant and
Pacific Consulting Group, Inc./41/
5.1 Opinion of Marshall S. Harris, General Counsel of the Registrant/41/
23.1 Consent of BDO Seidman, LLP/41/
24.1 Power of Attorney/41/
- --------------------
/22/ Filed as an exhibit to Registrant's Post Effective Amendment No. 4 to
Registration Statement on Form S-1 (Registration No. 33-54230), and
incorporated by reference.
/28/ Filed as an exhibit to Registrant's Form 8-K dated September 7, 1995 and
filed effective September 22, 1995 (File No. 0-14427), and incorporated by
reference.
/36/ Filed as an exhibit to Registrant's Form 8-K dated March 2, 1998 and filed
March 12, 1998 (File No. 0-144227), and incorporated by reference.
/38/ Filed as an exhibit to Registrant's Form 10-KSB for the period ending June
30, 1998 (File No. 0-14427), and incorporated by reference.
/40/ Filed as an exhibit to Registrant's Form 8-K dated December 29, 1998 and
filed January 15, 1999 (File No. 0-144227), and incorporated by reference.
/41/ Filed as an exhibit to Registrant's Registration Statement on Form S-3
(Registration No. 333-71705), and incorporated by reference.
II-3
<PAGE>
ITEM 7. UNDERTAKINGS.
A. Rule 415 Offering
-----------------
The undersigned Registrant hereby undertakes:
(1) For purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the time shall
be deemed to be the initial bona fide offering thereof.
(2) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time it was
declared effective.
(3) For the purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
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 the
registrant pursuant to the provisions described under Item 15 above or
otherwise, the registrant 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 the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted against the registrant by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-4
<PAGE>
B. Indemnification
---------------
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 15
above, or otherwise, we have been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the 1933 Act and
therefore is unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
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, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
C. Rule 430A
---------
The undersigned will:
(1) For determining any liability under the Securities Act of 1933, treat
the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained
in the form of a prospectus filed by the small business issuer under
rule 424(b) (1) or (4) or 497(h) under the Securities Act as part of
this Registration Statement as of the time the SEC declared it
effective.
(2) For any liability under the Securities Act of 1933, treat each post-
effective amendment that contains a form of prospectus as a new
Registration Statement for the securities offered in the Registration
Statement, and that the offering of the securities at that time as the
initial bona fide offering of those securities.
II-5
<PAGE>
SIGNATURES
In accordance with 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 of filing on Form S-3 and authorized this registration
statement to be signed on its behalf by the undersigned, in the County of
Orange, State of Florida, on the 9th day of February, 1999.
DISPLAY TECHNOLOGIES, INC.
By: /s/ J. William Brandner
-----------------------------------------
J. William Brandner
President and Chief Executive Officer
By: /s/ Todd D. Thrasher
-----------------------------------------
Todd D. Thrasher
Treasurer and Chief Financial Officer
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on this 9th day of February, 1999.
Signature and Title
-------------------
- --------------------------------------------- --------------------------------
J. Melvin Stewart Lester Jacobs
Chairman of the Board & Director Director
/s/ J. William Brandner
- --------------------------------------------- --------------------------------
J. William Brandner Terry J. Long
President, Chief Executive Officer & Director Director
- --------------------------------------------- --------------------------------
Gary D. Bell Lou A. Papais
Director Director
- --------------------------------------------- --------------------------------
Edwin M. Freakley William A. Retz
Director Director
- --------------------------------------------- --------------------------------
Thomas N. Grant Robert M. Smither, Jr.
Director Director
/s/ J. William Brandner
- --------------------------------------------- --------------------------------
Philip Howe Hoard J. William Brandner
Vice President & Director Attorney-in-Fact
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