<PAGE> 1
As filed with the Securities and Exchange Commission on August 21, 1995
Registration No. ____
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------
MEDAR, INC.
Michigan 38-2191935
(State of Incorporation) (IRS Employer Identification Number)
38700 Grand River Avenue
Farmington Hills, Michigan 48335
(810) 477-3900
(Address and Telephone Number of Principal Executive Office)
Richard R. Current
Vice President of Finance
MEDAR, INC.
38700 Grand River Avenue
Farmington Hills, Michigan 48335
(810) 477-3900
(Name, Address and Telephone Number of Agent for Service)
Copies to:
Josephine L. Cameron
WARREN, PRICE, CAMERON, FAUST & ASCIUTTO, P.C.
P.O. Box 26067
Lansing, Michigan 48909
(517) 349-8600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this registration
statement.
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 being 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 )
<TABLE>
<CAPTION>
========================================================================================================================
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
Title of Shares to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered Aggregate Price Aggregate Offering Registration
per Unit* Price Fee
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<S> <C> <C> <C> <C>
Common Stock 651,140 $10.9375 $7,121,843.80 $2,492.65
========================================================================================================================
</TABLE>
* Based on the average of the high and low price of the Common Stock, as of
August 14, 1995.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that the Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE> 2
PROSPECTUS
651,140 SHARES
MEDAR, INC.
COMMON STOCK
The shares registered hereby will be offered on behalf of the Selling
Shareholder. See "Selling Shareholders".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Securities registered hereby will be traded by the Selling
Shareholders from time to time in ordinary market transactions at the then
prevailing market prices. Commissions payable on such transactions will be
paid by the Selling Shareholders, with the balance of the sale price
representing the proceeds to the Selling Shareholders.
Medar, Inc. Common Stock is traded in the over-the-counter market. On
August 14, 1995, the closing bid price, as reported by the Nasdaq Stock Market
(Symbol: MDXR) was $11.125 per share.
August 21, 1995
<PAGE> 3
AVAILABLE INFORMATION
Medar, Inc. ("Medar" or the "Company") is subject to the informational
requirements of the Securities and Exchange Act of 1934 (the "1934 Act") and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at its regional offices in New York (7 World Trade
Center, Suite 1300, New York, New York 10048) and Chicago (500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511). Copies of such material can
also be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
INFORMATION INCORPORATED BY REFERENCE
The Company hereby incorporates by reference into this Prospectus the
following documents filed with the Commission pursuant to the Securities Act of
1933 and the 1934 Act:
A. The Company's Annual Report on Form 10-K for the year ended
December 31, 1994;
B. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995 and June 30, 1995;
C. The Company's Current Reports on Form 8-K and Form 8-K/A dated
March 2, 1995, April 26, 1995 and July 28, 1995; and
D. All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
termination of the offering.
The Company will provide without charge to each person to whom the
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the documents which are incorporated herein by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests should be directed to
Medar, Inc., Attn: Investor Relations, 38700 Grand River Avenue, Farmington
Hills, Michigan 48335, telephone: (810) 477-3900.
This Prospectus does not contain all of the information set forth in the
Registration Statement on Form S-3 (the "Registration Statement", which term
shall encompass all amendments, exhibits and schedules thereto) which the
Company has filed with the Commission under the Securities Act of 1933, as
amended (the "Act"), certain portions of which have been omitted pursuant to
the Rules and Regulations of the Commission, and to which reference is hereby
made for further information.
No salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made by this Prospectus and, if given
or made, such information or representations must not be relied upon as having
been authorized by the Company. Neither the delivery of this Prospectus nor
any sale made hereunder shall under any circumstances create an implication
that there has been no change in the affairs of the Company since the date
hereof. This Prospectus does not constitute an offer or solicitation by anyone
in any state in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make such an offer or solicitation.
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Prospectus.
THE COMPANY
Medar, Inc. is a leading supplier of microprocessor-based process
monitoring and control systems for use in resistance welding and optical disc
inspection. The Company's resistance welding controls are primarily used in
automotive manufacturing and its optical inspection systems are principally
used for in-line inspection of optical storage media such as Audio Compact
Discs ("Audio CD's") and Compact Disc Read-Only Memory ("CD-ROMS").
THE OFFERING
<TABLE>
<S> <C>
Securities Offered Medar, Inc. Common Stock
Size of Offering 651,140 shares
Distribution The shares registered hereby will be offered by the Selling Shareholders
in market transactions at then prevailing market prices.
Common Stock Outstanding
as of August 15, 1995 8,711,589
Use of Proceeds The Company will receive no proceeds from the offering, as all shares
offered hereby are offered on behalf of the Selling Shareholders.
Nasdaq Stock Market Symbol MDXR
</TABLE>
THE SELLING SHAREHOLDERS
The Selling Shareholders are Mr. Frank Meyer and Mr. Peter D. Ramsden, who
are individual residents of England, Ms. Stella M.M.P.C. de Magalhaes and Mr.
Manuel R. de Magalhaes, who are individual residents of Portugal, and Seed
Investments II Ltd., an English company located at Henley on Thames, England.
Prior to the offering, the Selling Shareholders held 651,140 shares of Medar,
Inc. Common Stock, all of which are being offered hereby.
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<PAGE> 5
RISK FACTORS
The Common Stock offered hereby involves a high degree of risk. In addition to
the other information in this Prospectus, the following factors should be
considered carefully in evaluating the Company and its business before making
an investment in the shares of Common Stock offered hereby.
New Products/Rapid Technological Change. The markets in which the Company
competes are characterized by rapid technological change. The Company's
continued success will depend in large part upon its ability to develop and
successfully introduce new products and product enhancements. For example,
improvements in Audio CD and CD-ROM manufacturing systems, as well as the
introduction of new optical storage formats, require the Company to continually
improve its optical inspection systems. The Company has devoted and will
continue to devote substantial resources to research and development. There
can be no assurance that the Company will be able to successfully develop,
introduce and market new products or enhancements, or that new products or
enhancements will meet the requirements of the marketplace or achieve market
acceptance. If the Company is unable to develop and introduce new products or
enhancements in a timely manner in response to changing market conditions or
customer requirements, the Company's results of operations will be materially
and adversely affected. In addition, technological developments have resulted
and may continue to result in the obsolescence of components and subassemblies
the Company holds as inventory.
Customer Concentration. For the years 1994, 1993 and 1992, as restated to give
effect to the pooling transaction effective January 1, 1995 in which Medar
acquired all of the outstanding stock of Integral Vision, Ltd. (the "pooling
transaction"), approximately 14%, 29% and 19%, respectively, of the Company's
net sales were attributable to sales to Chrysler Corporation ("Chrysler") and
approximately 23%, 11% and 9%, respectively, were attributable to sales to
General Motors Corporation ("GM"). At June 30, 1995, approximately 4% and 59%
of the Company's backlog was attributable to Chrysler and GM, respectively.
The loss of either of these customers or cancellation of orders by them could
have a material adverse effect on the Company's results of operations. The
Company anticipates that in the near term it will continue to be dependent upon
these two customers for a significant portion of its revenues.
Dependance Upon U.S. Automotive Industry/Cyclicality. A significant portion of
the Company's resistance welding control sales are to domestic automotive
manufacturers. Accordingly, the cyclical nature of the U.S. automotive
industry significantly affects the Company's revenues and operating results.
In the past, downturns in the U.S. automotive industry have negatively affected
the Company's resistance welding control sales, most recently in 1990. There
can be no assurance that the Company will not be affected by future downturns
in the U.S. automotive manufacturing industry.
Competition. The markets for microprocessor-based manufacturing control and
inspection equipment are highly competitive. For welding controls, the
Company's primary competitors include Weltronic Company, Robotron Corporation
and Robert Bosch GmbH. To a lesser extent, the Company also competes with,
among others, Dengensha America Corp./Dengensha Mfg. Co., Ltd., Nadex Co.
Ltd./Negoya Dengensha Co., Ltd. and Miyachi Technos Corporation. The Company
believes competition for welding controls is based primarily upon price,
performance, technical expertise, customer support and durability. For optical
inspection, the Company's primary competitor is Dr. Schenk GmbH. The Company
believes the principal competitive factors for optical inspection are quality,
price, cycle times, and features. While the Company believes it currently
competes favorably with respect to the above factors, there can be no assurance
that it will be able to continue to do so or that competition will not have a
material adverse effect on the Company's results of operations and financial
condition. While the Company may face competition from additional sources in
all aspects of its business, the Company believes that competition in the
optical disc inspection industry in particular may intensify, and that
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<PAGE> 6
companies with significantly greater technical, financial and marketing
resources than the Company may enter its markets.
Dependence Upon Optical Storage Technology. The Company's optical inspection
equipment was developed in large part for precise inspection of optical memory
storage devices such as Audio CDs, CD-ROMs and MO. Replacement of the Audio CD
as a principal medium for music replication or the failure of one or more of
CD-ROM, CD-R, or MO storage technologies to gain widespread acceptance could
adversely affect the markets for the Company's products.
Importance of Proprietary Rights. The Company's continued success depends in
significant part upon the protection of the proprietary status of its
technology. The Company relies on a combination of patents, confidentiality
agreements and trade secrets to protect its proprietary technologies. There
can be no assurance that these measures will be adequate to meaningfully
protect its intellectual property or that others will not independently develop
substantially equivalent technology and techniques or otherwise gain access to
the Company's trade secrets. In addition, litigation may be necessary to
protect the Company's intellectual property rights, to determine the validity
and scope of the proprietary rights of others or to defend against claims of
infringement. In April of 1994, the Company was sued by a manufacturer of
welding controls that alleged that certain of the Company's resistance welding
control products infringe on six patents held by the manufacturer. The Company
believes that it has defenses to the allegations as to all six of the patents,
however it agreed to a settlement of the matter to terminate the high costs of
the litigation. This litigation required the Company to incur substantial
costs and required significant time and attention of management. Although this
matter has been settled, there can be no assurance that the Company will not
become involved in similar litigation in the future. Adverse findings in such
proceedings could subject the Company to liability to third parties, require
the Company to seek licenses from third parties, or otherwise adversely affect
the Company's ability to manufacture and sell affected products. In addition,
there can be no assurance that foreign intellectual property laws will protect
the Company's patents and other intellectual property rights to the same extent
as the laws of the United States.
Substantial Non-U.S. Operations. Products sold for ultimate delivery to
non-U.S. end-users ("non-U.S. sales") accounted for 42%, 42% and 47% of the
Company's net sales in 1994, 1993 and 1992, respectively, as restated to give
effect to the pooling transaction. The Company expects that such sales will
continue to represent a significant percentage of its net sales. In addition,
the Company conducts sales and service operations for its welding control
products in Canada through a wholly-owned Canadian subsidiary, recently entered
into a joint venture agreement with Shanghai Electric Welding Machine Works for
production of resistance welding control equipment in China, and effective
January 1, 1995 acquired a subsidiary in England that develops and manufactures
machine vision products. Non-U.S. sales involve a number of risks, including
fluctuations in exchange rates, changes in trade policies, tariff regulations
and changes in governments. Most of the Company's international sales are
denominated in U.S. dollars, although Canadian sales are quoted in Canadian
dollars and Japanese sales of optical inspection equipment are quoted in yen.
For certain non-U.S. sales, the Company markets and sells its products through
independent sales representatives in Western Europe, Asia and Latin America.
The loss of a key foreign sales agent or OEM could have a material adverse
effect on the Company's non-U.S. sales, and accordingly, the Company's results
of operations.
Ability to Manage Growth. As part of its business strategy, management intends
to pursue rapid growth. This growth strategy will require expanded customer
services and support, increased personnel throughout the Company, expanded
operational and financial systems and the implementation of additional control
procedures. There is no assurance that the Company will be able to attract
qualified personnel or successfully manage expanded operations. Failure to
manage growth effectively could adversely affect
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<PAGE> 7
the Company's financial condition and results of operations. For example, the
Company's net earnings for the fourth quarter of 1994 and the first quarter of
1995 were adversely affected, in part, due to the transition to out-sourcing
production of a portion of its welding controls and the warranty and scrap
expense associated with defects discovered in some new products.
Dependence Upon Key Personnel. The continued success of the Company is
dependent in large part on certain key management and technical personnel, the
loss of one or more of whom could adversely affect the Company's business. In
particular, the Company relies upon the services and expertise of its
President, Charles J. Drake, and its product development and engineering staff.
The Company maintains a key man life insurance policy on Mr. Drake in the
amount of $1.0 million. Management believes that its future success will
depend significantly upon its ability to attract, retain and motivate skilled
technical, sales and management employees. There can be no assurance that the
Company will be able to attract and retain qualified personnel.
Seasonality and Quarterly Fluctuations. The Company's revenues and operating
results have varied substantially from quarter to quarter and management
believes these fluctuations may continue. In the past, sales and earnings
typically have been lower in the fourth and first quarters. The most
significant factors affecting these fluctuations have been the seasonal buying
patterns of the Company's customers. The principal customers for the Company's
resistance welding control products have traditionally made purchases in
connection with retooling for new automotive body styles and have tended to
make substantial purchases of the Company's equipment in the second and third
quarters. End-users of the Company's optical inspection products have
typically added manufacturing capacity in the second and third quarters in
anticipation of higher production requirements in the fourth quarter. The
Company's dependence on a few large customers in the resistance welding
business, together with its reliance on large orders, has also contributed to
the variability of the Company's operating results.
Stock Price Volatility. The market for securities of small
market-capitalization companies has been highly volatile in recent years, often
for reasons unrelated to a company's results of operations. The Company
believes that factors such as quarterly fluctuations in financial results,
changes in the automotive, and optical storage media industries, sales of
common stock by existing shareholders and substantial product orders may
contribute to the volatility of the price of the Company's common stock.
General economic trends such as recessionary cycles and changing interest rates
may also adversely affect the market price of the Company's Common Stock.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common
Stock by the Selling Shareholders pursuant to this offering.
SELLING SHAREHOLDERS
The Selling Shareholders are Mr. Frank Meyer and Mr. Peter D. Ramsden, who
are individual residents of England, Ms. Stella M.M.P.C. de Magalhaes and Mr.
Manuel R. de Magalhaes, who are individual residents of Portugal, and Seed
Investments II Ltd., an English company located at Henley on Thames, England.
The Selling Shareholders cumulatively own 651,140 shares of Medar, Inc. Common
Stock, all of which are being offered for sale pursuant to this offering. The
following
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<PAGE> 8
table sets forth the number of shares currently held, and offered for sale, by
each of the Selling Shareholders.
<TABLE>
<CAPTION>
Name Shares
---- -------
<S> <C>
Stella M.M.P.C. de Magalhaes 163,357
Frank Meyer 163,357
Peter D. Ramsden 84,086
Manuel R. de Magalhaes 166,914
Seed Investment II Ltd. 73,426
</TABLE>
Effective January 1, 1995, Medar Inc. obtained all of the outstanding
stock of Integral Vision Ltd. in return for 654,282 shares of Medar, Inc.
Common Stock, including the 651,140 shares currently held by the Selling
Shareholders. As a part of that transaction, Medar agreed to use its best
efforts to register those shares with the Securities and Exchange Commission on
behalf of the Selling Shareholders within six months of the closing of the
transaction.
Stella M.M.P.C. de Magalhaes is the wife of Dr. Frederico P. de Magalhaes.
Frederico P. de Magalhaes and all of the Selling Shareholders except Stella
M.M.P.C. de Magalhaes were former shareholders of Integral Vision Ltd.
Frederico P. de Magalhaes, Frank Meyer, and Peter D. Ramsden are all directors
and employees of Integral Vision, Ltd. and Frederico P. de Magalhaes is
additionally the Chairman and Secretary of Integral Vision, Ltd. In addition,
Frederico P. de Magalhaes was elected as a member of the Board of Directors of
Medar, Inc. at the annual meeting of the shareholders on May 31, 1995. There
are no other current or former affiliations between Medar, Inc. and the Selling
Shareholders.
The 651,140 shares offered hereby are all of the shares of Medar, Inc.
common stock held by the Selling Shareholders prior to this offering.
Following completion of the offering, and assuming sale of all of the 651,140
shares registered hereby, the Selling Shareholders will not own any shares of
Medar, Inc. common stock.
DESCRIPTION OF CAPITAL STOCK
The following description does not purport to be complete and is qualified in
its entirety by this reference to the Company's Articles of Incorporation, a
copy of which is an exhibit to the Registration Statement of which this
Prospectus is a part.
COMMON STOCK
The Company is authorized to issue 15,000,000 shares of Common Stock,
without par value, stated value $0.20 per share. As of August 15, 1995, there
were 8,711,589 shares of Common Stock outstanding. As the shares to be offered
hereby on behalf of the Selling Shareholders are presently outstanding,
completion of this offering will have no effect on the number of shares of
Common Stock outstanding. All issued and outstanding shares of Common Stock
are validly issued, fully paid and non-assessable.
Each share of Common Stock of the Company entitles the holder thereof to
one vote. Shareholders do not have cumulative voting rights in the election of
directors. In the event of liquidation, holders of Common Stock will be
entitled to receive any assets distributable to Shareholders, on a pro rata
basis, in respect of shares held by them.
Holders of Common Stock of the Company do not have any preemptive right to
subscribe to any additional securities which may be issued by the Company.
Holders of Common Stock are entitled to
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receive such dividends out of funds legally available therefore at such time
and in such amounts as the Board of Directors may from time to time determine.
PREFERRED STOCK
The Company is authorized to issue 400,000 shares of Preferred Stock,
$25.00 par value. The Board of Directors is authorized to issued such
Preferred Stock in classes or series and to fix the designations, preferences,
qualifications, limitations or restrictions of any class or series with respect
to the rate and nature of dividends, the price and terms and conditions on
which shares may be redeemed, the amount payable in the event of voluntary or
involuntary liquidation, the terms and conditions for conversion or exchange
into any other class or series or stock, voting rights and other terms. Any
preferred stock so issued could dilute the voting power and equity of the
holders of the Common Stock by, for example, reducing the amount of funds
otherwise available for payment to holders of the Common Stock, either upon
liquidation of the Company or as dividends, restricting the payment of
dividends to holders of Common Stock, and diluting the voting power of the
holders of the Common Stock. No shares of Preferred Stock are presently
outstanding.
One of the effects of the existence of unissued and unreserved shares of
capital stock may be to enable the Board of Directors to render more difficult
or discourage an attempt to obtain control of the Company by means of a merger,
tender offer, proxy contest or otherwise, and thereby to protect the continuity
of the Company's management. If, for example, in the due exercise of its
fiduciary obligations the Board of Directors were to determine that a takeover
proposal is not in the Company's best interest, such shares could be issued by
the Board of Directors without shareholder approval in one or more private
placements or other transactions that might prevent or render more difficult or
costly the completion of the takeover by creating a substantial voting block in
institutional or other hands that might undertake to support the position of
the incumbent Board of Directors, by effecting an acquisition that might
complicate or preclude the takeover, or otherwise.
ANTI-TAKEOVER STATUTES
Chapter 7A of the Michigan Business Corporation Act (the "MBCA") provides
that business combinations between a Michigan corporation and a beneficial
owner of 10% or more of the voting power of such corporation generally require
the approval of 90% of the votes of each class of stock entitled to be cast,
and not less than 2/3 of the votes of each class of stock entitled to be cast
other than voting shares owned by such an affiliate or 10% owner. Such
requirements will not apply if (i) the corporation's board of directors
approves the transaction prior to the time the 10% owner becomes such or (ii)
the transaction satisfies certain fairness standards, certain other conditions
are met and the 10% owner has been such for at least five years. Currently,
the Company is not subject to Chapter 7A pursuant to a provision exempting a
corporation which had an interested shareholder on the effective date of the
Act. The Company's Board may, by resolution and without a shareholder vote,
cause the Company to become subject to Chapter 7A. However, the Company has no
present intention to elect to become subject to Chapter 7A.
Chapter 7B of the MBCA provides that "control shares" of a corporation
acquired in a control share acquisition have no voting rights except as granted
by the shareholders of the corporation. "Control shares" are shares which,
when added to shares previously owned by a shareholder, increase such
shareholder's ownership of voting stock to more than 20% but less than 33 1/3%,
more than 33 1/3% but less than a majority, or more than a majority of the
outstanding voting power of the corporation. A control share acquisition must
be approved by a majority of the votes cast by holders of shares entitled to
vote excluding shares owned by the acquirer and certain officers and directors.
However, no such approval is required for gifts or other transactions not
involving consideration, or a merger to which the
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corporation is a party, or certain other transactions described in Chapter 7B.
If a corporation's articles of incorporation or bylaws so provide before a
control share acquisition has occurred, control shares acquired in a control
share acquisition with respect to which no acquiring person statement has been
filed may be redeemed at "fair value" by the corporation at any time during the
period ending 60 days after the last control share acquisition. In addition,
if, prior to a control share acquisition, a corporation's articles of
incorporation or bylaws so provide, control shares may be redeemed at "fair
value" after an acquiring person statement has been filed and after the meeting
at which the voting rights of the control shares are submitted to shareholders
if the control shares are not accorded full voting rights. Unless otherwise
provided in a corporation's articles of incorporation or bylaws, in the event
that control shares acquired in a control share acquisition are accorded full
voting rights and the acquiring person has acquired a majority of all voting
power of the corporation, the shareholders of the corporation, other than the
acquiring person, have dissenters' rights. "Fair value" means a value not less
than the highest price paid per share by the acquiring person in the control
share acquisition. The Articles of Incorporation and Bylaws of the Company
currently contain no provisions with respect to control shares. However, the
Company's Board may, by resolution and without a shareholder vote, amend the
Bylaws.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock of the Company is
State Street Bank & Trust Co., North Quincy, Massachusetts.
PLAN OF DISTRIBUTION
The Common Stock registered hereby will be offered, either all at one time
or from time to time, in ordinary market transactions at the then current
market price(s).
LEGAL MATTERS
The legality of the issuance of the Common Stock registered hereby and
certain other legal matters pertaining to the transaction will be determined by
Warren, Price, Cameron, Faust & Asciutto, P.C., Okemos, Michigan.
EXPERTS
The consolidated financial statements and schedule of Medar, Inc. for the
year ended December 31, 1994 appearing in Medar Inc.'s Annual Report on Form
10-K have been audited by Ernst & Young, LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
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PART II
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth all expenses payable in connection with the
issuance and distribution of the securities being registered. All amounts
shown are estimated, except for the registration fee. All of the expenses will
be paid by the Company:
<TABLE>
<S> <C>
Registration Fee $2,492.65
Legal Fees and Expenses $5,000.00
Accounting Fees and Expenses $7,500.00
Miscellaneous $7.35
----------
TOTAL $15,000.00
==========
</TABLE>
Item 15. Indemnification of Officers and Directors.
The Bylaws of the Registrant provide that the Registrant may indemnify any
and all of its directors and officers, former directors and officers, and the
current and former directors or officers of another corporation, partnership,
joint venture, trust or other enterprise in which they are or were serving at
the request of the Registrant, to the full extent of Michigan law, including
against any and all expenses, including legal fees, actually and reasonably
incurred by such directors or officers or former directors or officers in
connection with such action, in which they, or any of them, are made parties or
a party, by reason of being or having been directors or officers of the
Registrant, or of such other entity, if they acted in good faith and in a
manner they reasonably believed to be in the best interest of the Registrant,
and had no reason to believe their conduct was unlawful.
With respect to actions or suits by or in the name of the Registrant to
procure a judgment in its favor, no indemnification shall be made in respect of
any claim, issue or matter as to which such director or officer shall have been
adjudged to be liable for negligence or misconduct in the performance of its
duty to the Registrant, unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper.
The Articles of Incorporation of the Registrant provide that, to the full
extent that the laws of the State of Michigan permit the limitation or
elimination of the liability of directors or officers, no director or officer
of the corporation shall be personally liable to the corporation or its
stockholders for damages for breach of any duty owed to the corporation or its
stockholders.
Michigan law allows the elimination of a director's personal liability to
the corporation or its Shareholders for monetary damages for a breach of the
director's fiduciary duty. However, a director's liability may not be
eliminated or limited for: i) a breach of the director's duty of loyalty to
the corporation or its Shareholders, ii) acts or omissions not in good faith
or that involve intentional misconduct or knowing violation of law, iii)
violations of acts specifically enumerated in the statute, or iv) transactions
from which the director derived an improper personal benefit.
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Item 16. Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------ -----------------------
<S> <C>
5 Opinion of Warren, Price, Cameron, Faust & Asciutto, P.C. as to the validity of
the securities registered hereunder.
23.1 Consent of Independent Auditors.
23.2 Consent of Warren, Price, Cameron, Faust & Asciutto, P.C.
(included in opinion filed as Exhibit 5).
24 Power of Attorney (contained on signature page).
</TABLE>
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 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 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 foregoing provisions, 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 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.
10
<PAGE> 13
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Max A. Coon,
Corporate Secretary, and Richard R. Current, Vice President of Finance and
Chief Financial Officer, his true and lawful attorney-in-fact with authority
together or individually to execute in the name of each such signatory, and
with authority to file with the Securities and Exchange Commission, any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-3, together with any exhibits thereto and other documents therewith,
necessary or advisable to enable Medar, Inc. to comply with the Securities Act
of 1933, as amended, and any regulations and requirements of the Securities and
Exchange Commission in respect thereof, which amendments may make such other
changes in the Registration Statement as the aforesaid attorney-in-fact
executing the same deems appropriate.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Farmington Hills, State of Michigan, on August 21,
1995.
MEDAR, INC.
By: /s/CHARLES J. DRAKE
-----------------------------
Charles J. Drake, President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
/s/CHARLES J. DRAKE /s/RICHARD R. CURRENT
- ----------------------------- -----------------------------
Charles J. Drake, Principal Executive Richard R. Current, Principal Financial
Officer and Director Officer
Date: 8-21-95 Date: 8-21-95
- ----------------------------- -----------------------------
Max A. Coon, Director Frederico P. de Magalhaes, Director
Date: Date:
/s/VINCENT SHUNSKY
- ----------------------------- -----------------------------
Stephan Sharf, Director Vincent Shunsky, Director
Date: Date: 8-21-95
/s/GERALD R. SMITH /s/WILLIAM B. WALLACE
- ----------------------------- -----------------------------
Gerald R. Smith William B. Wallace, Director
Date: 8-21-95 Date: 8-21-95
/s/STEPHEN R. ZYNDA
- -----------------------------
Stephen R. Zynda, Director
Date: 8-21-95
11
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description of Document
Number -----------------------
- ------
<S> <C>
5 Opinion of Warren, Price, Cameron, Faust & Asciutto, P.C. as
to the validity of the securities registered hereunder.
23.1 Consent of Independent Auditors.
23.2 Consent of Warren, Price, Cameron, Faust & Asciutto, P.C.
(included in opinion filed as Exhibit 5).
24 Power of Attorney (contained on signature page).
</TABLE>
12
<PAGE> 1
EXHIBIT 5
[WARREN, PRICE, CAMERON, FAUST, & ASCIUTTO LETTERHEAD]
August 21, 1995
Securities and Exchange Commission
450 Fifth Street
Judiciary Plaza
Washington, DC 20549
Re: Medar, Inc. Registration Statement on Form S-3
Ladies and Gentlemen:
We have been requested to give our opinion in connection with the
proposed registration of 651,140 shares of Common Stock of Medar, Inc. (the
"Company") which will be registered under the Securities Act of 1933 with the
Securities and Exchange Commission in a registration statement on Form S-3 to
be filed on or about August 21, 1995. The shares are held by and are being
registered on behalf of Ms. Stella M.M.P.C. de Magalaes, Mr. Frank Meyer, Mr.
Peter D. Ramsden, Mr. M. R. de Magalaes, and Seed Investments II, Ltd.,
the "Selling Shareholders."
As General Counsel for the Company, we have examined the Articles of
Incorporation of the Company, its Bylaws, its Minutes of meetings of its Board
of Directors, and made such other examination and investigation as we deem
appropriate, and we are of the opinion that the 651,140 shares of Common Stock
to be registered by the Company on behalf of the Selling Shareholders are
legally issued, fully paid and non-assessable.
We hereby consent to the filing of our opinion as Exhibit 5 to the Form
S-3 Registration Statement filed by the Company to effect registration of the
shares under the Securities Act of 1933 and to the reference to us under the
caption "Legal Matters" in the Prospectus comprising a part of such Registration
Statement.
Very truly yours,
WARREN, PRICE, CAMERON,
FAUST & ASCIUTTO, P.C.
/s/Josephine L. Cameron
-----------------------
Josephine L. Cameron
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement Form S-3 to be filed on August 21, 1995 and related
prospectus of Medar, Inc. for the registration of 651,140 shares of its common
stock and to the incorporation by reference therein of our report dated
February 20, 1995, with respect to the consolidated financial statements and
schedule of Medar, Inc. included in its Annual Report on Form 10-K for the year
ended December, 31, 1994, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Detroit, Michigan
August 18, 1995
