As filed with the Securities and Exchange
Commission on October 24, 1995
Registration No.
=============================================
SECURITIES AND EXCHANGE COMMISSION
______________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
EXECUTONE INFORMATION SYSTEMS, INC.
(Exact name of registrant as specified in its
charter)
VIRGINIA
(State or other jurisdiction of
incorporation or organization)
86-0449210
(I.R.S. Employer Identification No.)
478 Wheelers Farms Road
Milford, Connecticut 06460
(203) 876-7600
(Address, including zip code, and telephone
number, including area code, of Registrant's
principal executive offices)
_____________________________
BARBARA C. ANDERSON, ESQ.
Vice President, General Counsel
and Secretary
EXECUTONE INFORMATION SYSTEMS, INC.
478 Wheelers Farms Road
Milford, Connecticut 06460
(203) 876-7600
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
_____________________________
Approximate date of commencement of proposed sale to the public:
From time to time 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 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 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. [ ]
CALCULATION OF REGISTRATION FEE (1)
=======================================================
Title of each Amount Proposed maximum
class of to be offering price
securities to registered per unit (1)
be registered
- -------------------------------------------------------
Common Stock,
$.01 par value
per share. 241,000 Shares $2.84
=======================================================
Proposed maximum Amount of
aggregate offering registration
price (1) fee
- -------------------------------------------------------
Common Stock,
$.01 par value
per share. $684,440 $237.00
=======================================================
(1) Estimated solely for the purpose of computing the registration fee.
Calculated pursuant to Rule 457(c) on the basis of $2.84 per share, which
was the average of the high and low sale prices of the Registrant's Common
Stock on October 19, 1995, as reported on the NASDAQ National Market System.
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 this 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.
Preliminary Prospectus dated October 24, 1995
EXECUTONE INFORMATION SYSTEMS, INC.
2,885,000 SHARES OF COMMON STOCK
This Prospectus relates to 2,885,000 shares of Common Stock, par
value $.01 per share ("the Common Stock"), of EXECUTONE Information Systems,
Inc., a Virginia corporation (the Company) (such Shares being referred to
collectively herein as the "Securities"). All of the Securities being
offered hereby are to be offered and sold from time to time for the account
of certain shareholders of the Company, or by their respective donees,
transferees or successors in interest (such persons being collectively
referred to herein as the "Selling Shareholders"). The Company will not
receive any of the proceeds from the sale of the Securities. See "Selling
Shareholders" for a discussion of the circumstances pursuant to which the
Selling Shareholders have acquired the Securities offered hereby.
Shares of the Company's Common Stock are traded in the over-the-counter
market on the NASDAQ National Market under the symbol XTON. The last sales
price of the Common Stock on October 19, 1995, as reported on the NASDAQ,
was $2.81 per share.
The Company has been advised by the Selling Shareholders that all
or a portion of the Securities may be disposed of hereunder from time to
time in one or a combination of the following transactions: (a) to or
through brokers, acting as principal or agent, who may themselves dispose
of the Securities in transactions (which may involve block transactions) in
the over-the-counter market or otherwise, at market prices prevailing at
the time of sale or at prices related to such prevailing market prices; or
(b) directly by gift or directly or through brokers or agents in privately
negotiated transactions at negotiated prices. Any commissions or discounts
paid or allowed to brokers, dealers or agents may be changed from time to
time. The Selling Shareholders and any brokers, dealers or agents who
participate in a sale of the Securities may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act of 1933, as
amended (the "Securities Act"), and the commissions paid or discounts
allowed to any of such brokers, dealers or agents, in addition to any
profits received on resale of the Securities, if any of such brokers,
dealers or agents should purchase any Securities as a principal, may be
deemed to be underwriting discounts or commissions under the Securities Act.
In the event of a transaction hereunder in which a broker or dealer acts
as principal, this Prospectus will be supplemented to provide material
facts with respect to such transaction. Securities offered hereby also may
be sold in transactions under Rule 144 promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act.
_________________________
THE PURCHASE OF THESE SECURITIES INVOLVES CERTAIN RISK
FACTORS. SEE "RISK FACTORS"; PAGE 5.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THAT THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE
OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
LAWS OF ANY SUCH STATE.
The date of this Prospectus is October 24, 1995.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Commission. Reports
and definitive proxy or information statements filed by the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and
at its Regional Offices located at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 and 75 Park Place, New York, New York
10007. Copies of such material can also be obtained at prescribed rates
from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549.
The Company has filed with the Commission a registration statement on
Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") with respect to the Securities offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. For further information
as to the Company and the securities offered by this Prospectus, reference
is made to the Registration Statement and the exhibits relating thereto.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
(File No. 0-11551) are incorporated herein by reference and made a part
hereof: (i) the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994; and (ii) the Company's Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995.
All documents filed by the Company with the Commission pursuant to
Section 13(a) and 13(c) of the Exchange Act and any definitive proxy
statement so filed pursuant to Section 14 of the Exchange Act and any
reports filed pursuant to Section 15(d) of the Exchange Act after the date
of this Prospectus and prior to the termination of the offering of the
Securities shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which is incorporated by reference herein
modifies or supersedes such earlier statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will furnish, without charge, upon written or oral request,
to each person to whom a copy of this Prospectus is delivered, including any
beneficial owner, copies of any or all documents incorporated by reference
herein, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference therein). Requests should be directed
to Barbara C. Anderson, Vice President, General Counsel and Secretary,
EXECUTONE Information Systems, Inc., 478 Wheelers Farms Road, Milford,
Connecticut 06460 (telephone (203) 876-7600).
THE COMPANY
EXECUTONE designs, manufactures, sells, installs, services and supports
communications systems and services for business locations with up to 300
desktops, and is a leading supplier of specialized hospital communications
equipment. Products are sold primarily under the EXECUTONE, INFOSTAR, IDS,
LIFESAVER, and INFOSTAR/ILS brand names through a worldwide network of
direct sales and service offices and independent distributors.
EXECUTONE is a vertically integrated voice processing and healthcare
communications company. The Company controls the major elements of its
business, ranging from product design, manufacturing and marketing to
distribution, installation, service and support. The Company's strategic
focus is on seven product areas: three in the area of voice processing
(telephone systems, call center management and voice messaging products),
plus healthcare communications systems, locator systems, videoconferencing
products, and voice, data and video network services.
Revenues are derived from both new installations and from the Company's
existing customer base through additions, changes, upgrades or relocation of
previously installed systems, maintenance contracts, service charges and
sales of network services. New installations replenish and expand this base.
In a typical sales situation, the Company analyzes a customer's needs and
provides a system intended to improve the customer's productivity and
reduce operating expenses. After installation, the Company offers service and
maintenance, plus additional products for expansion or enhancement of the
system.
EXECUTONE's objective in the voice processing market, in addition to
sales of traditional telephone systems, is to offer value-added products and
services. The Company's integrated digital telephone systems emphasize
flexible software applications, such as automated attendant, data switching,
and computer telephone interface, designed to enhance the customer's
ability to communicate, obtain and manage information. The Company's
telephone systems provide the platform for its other voice processing
software applications.
The second area of focus is call center management products. Call
center management products integrate a computerized digital telephone system
platform with high-volume inbound, outbound and internal call processing
systems such as automatic call distribution, predictive dialing, interactive
voice response and scripting software. The Company's objective is to develop
and market systems that will enable its call center customers efficiently and
cost-effectively to receive or place their customer or prospect calls,
distribute those calls to available live operators, obtain information from
callers, record and distribute messages from callers, produce management
reports, and provide data interface with host or mainframe computers.
The third part of the Company's voice processing focus is voice-
messaging systems, primarily voice mail, that integrate with the
Company's telephone systems.
The fourth primary area of the Company's focus is healthcare
communications systems. EXECUTONE has been a recognized name in this
market for many years and, with its LIFESAVER nurse call system and with
the introduction of its new CARE/COM II-E nurse call system, can provide
to its hospital customers integration of the flow of voice and data between
nurse and patient, increased flexibility and efficiency in hospital
operations, and the means to improve patient care.
The Company's INFOSTAR/ILS locator system, released in early 1994,
can improve productivity, save time and expense for users and eliminate
overhead paging by instantly locating staff and equipment in a facility.
Each person or piece of equipment wears an individually coded badge that
transmits infrared signals to sensors placed throughout the facility, which
forward the location information to a central processing unit. The location
data can be accessed on local display stations. The ILS system can be
integrated with the Company's telephone systems and the LIFESAVER nurse
call system to provide additional productivity improvements for both office
and hospital environments.
In 1994, the Company began marketing the videoconferencing products of
GPT Video Systems ("GPT") in the United States. The Company also provides
videoconferencing network services such as multipoint conferencing, network
bridging and network design to its videoconferencing customers, and has
established videoconferencing demonstration and rental facilities in major
U.S. cities.
The Company also offers a broad range of network services, including
long-distance service, least-cost routing, network design and support
services, enabling customers to make more efficient and cost-effective use
of their telecommunications systems.
The principal office of the Company is located at 478 Wheelers Farms
Road, Milford, Connecticut 06460, and the Company's telephone number is (203)
876-7600.
RISK FACTORS
Investment in the Company involves various risks. In addition to general
investment risks, investors may wish to consider the following factors before
purchasing the Securities. Additional information with respect to the matters
discussed below, and with respect to the Company's business and industry in
general, is set forth in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, which is incorporated herein by reference.
Competition
The voice processing markets are intensely competitive. The Company
believes that its principal competitors in the under 300 desktop voice
processing market are American Telephone and Telegraph Co. ("AT&T")
and Nortel (formerly known as Northern Telecom). While the Company believes
that AT&T and Nortel are dominant in this market, there is insufficient data
to make a meaningful estimate of the Company's competitive position relative
to other competitors. Competition could become even more intense if
regulations governing the activities of AT&T or the regional Bell
operating companies in certain of the Company's markets are relaxed, as has
been proposed from time to time. Because of this intense competition, the
Company may not be able to reflect fully in product prices any increased
operating costs, if such increases should occur.
Reliance on Foreign Suppliers
The Company imports certain of its products and components from
manufacturers located in Hong Kong, China, Thailand and the Dominican
Republic. While the Company believes that utilizing foreign suppliers
generally maximizes efficiency because of the expertise of such
manufacturers and suppliers and the relative cost savings over pricing
offered by domestic suppliers, there are certain risks attendant to
utilizing such foreign suppliers. Foreign countries may be prone to
political and labor unrest.
In addition, it is possible that the U.S. Government could impose
limitations on imports from certain countries in addition to those currently
in place, including importations from countries in which the Company's
foreign suppliers are located. If any such limitations cause a reduction in
shipments to the Company, or if regulations are imposed that increase
materially the cost of the Company's foreign-made products or components, the
Company could be affected adversely unless and until satisfactory
alternatives are in place.
Dividends
It is the present policy of the Company's Board of Directors to retain
earnings for use in the Company's business. The Company's credit facility
prohibits the Company from making distributions with respect to its capital
stock or paying dividends on the Common Stock. The Company does not
anticipate paying any cash dividends in the foreseeable future.
SELLING SHAREHOLDERS
The Securities being offered hereby by the Selling Shareholders were
acquired by officers and employees of the Company pursuant to the Company's
Executive Stock Incentive Plan approved by the Company's shareholders in
1994. Such Selling Shareholders acquired an aggregate of 2,885,000 shares
of the Securities on October 3, 1994. Pursuant to the terms of the Plan,
the Selling Shareholders are permitted to sell portions of the acquired
shares each year commencing October 4, 1995.
The following table sets forth for each of the Selling Shareholders,
as applicable, the number of shares of Common Stock, including the
Securities, beneficially owned immediately prior to this offering, and the
amounts offered of the Securities hereby and to be owned upon completion of
the offering.
Total Number of
Number of Number of Shares to
Shares Shares be Owned
Owned to upon
Prior to be Offered Completion
Offering Hereby of Offering
Richard A. Alderson 61,090 3,000 58,090
Barbara C. Anderson 247,606 12,000 235,606
Richard M. Braband 53,429 3,000 50,429
Harry E. Bruner 125,000 12,000 113,000
James E. Cooke III 187,915 12,000 175,915
John S. Cosgrove 65,192 4,800 60,392
Michael G. DeMatteis 76,023 7,200 68,823
Arthur J. Franks 35,000 3,600 31,400
James A. Graham 55,186 3,000 52,186
Anthony R. Guarascio 269,640 16,800 252,840
Israel J. Hersh 94,042 3,600 90,442
George K. Hilgeman 40,191 2,400 37,791
Robert W. Hopwood Sr. 152,583 12,000 140,583
Mark M. Hughes 156,087 12,000 144,087
Alan Kessman 1,823,332 - 0 - 1,823,332
Andrew Kontomerkos 804,835 21,000 783,835
David H. Krietzberg 93,459 3,000 90,459
David E. Lee 149,674 12,000 137,674
Neil P. Lichtman 129,726 12,000 117,726
Theodore Lubowsky 163,982 11,400 152,582
Vic Northrup 111,370 8,400 102,970
George B. Pacinelli 41,023 3,000 38,023
John D. Powell 114,189 4,800 109,389
Danny Ramot 72,338 1,800 70,538
Frank J. Rotatori 232,899 7,200 225,699
Shlomo Shur 927,084 21,000 906,084
James H. Stirling 400,844 18,000 382,844
Larry G. Weber 29,857 10,000 19,857
Michael W. Yacenda 1,122,066 - 0 - 1,122,066
--------- ------- ---------
Total 7,835,662 241,000 7,594,662
DESCRIPTION OF CAPITAL STOCK
The following is a brief description of the material terms of the
Company's capital stock. This description does not purport to be complete
and is subject in all respects to applicable Virginia law and to the
provisions of the Company's Articles of Incorporation and Bylaws, copies of
which are filed as exhibits to the Registration Statement and are
incorporated by reference herein. See "Available Information", above.
General
The Company's authorized equity capitalization consists of 80 million
shares of Common Stock, par value $.01 per share, and one million shares of
preferred stock, par value $.01 per share. Neither the holders of the Common
Stock nor of any preferred stock, now or hereafter authorized, will be
entitled to any preemptive or other subscription rights.
Common Stock
At September 30, 1995, there were 47,100,564 outstanding shares of
Common Stock held by approximately 2,100 holders of record.
Holders of Common Stock are entitled to receive dividends when, as and
if declared by the Board of Directors, out of funds legally available
therefor. Dividends on any outstanding shares of preferred stock must be
paid in full before payment of any dividends on the Common Stock. Upon
liquidation, dissolution or winding up of the Company, holders of Common
Stock are entitled to share ratably in assets available for distribution
after payment of all debts and other liabilities and subject to the prior
rights of any holders of any preferred stock then outstanding.
Holders of Common Stock are entitled to one vote per share with respect
to all matters submitted to a vote of shareholders and do not have cumulative
voting rights. Accordingly, holders of a majority of the Common Stock
entitled to vote in any election of directors may elect all of the directors
standing for election, subject to the voting rights (if any) of series of
preferred stock that may be outstanding from time to time. See "Preferred
Stock". The Company's Articles of Incorporation and Bylaws contain
no restrictions on the repurchase or redemption of the Common Stock, although
certain of the Company's loan agreements prohibit such repurchases or
redemptions. All the outstanding shares of Common Stock are fully paid,
legally issued and nonassessable. The transfer agent for the Common Stock is
First Interstate Bank of Arizona, N.A.
Preferred Stock
The Board of Directors is authorized to designate with respect to each
series of preferred stock the number of shares in each such series, the
dividend rates and dates of payment, voluntary and involuntary
liquidation preferences, redemption prices, whether or not dividends shall
be cumulative, and if cumulative, the date or dates from which the same shall
be cumulative, the sinking fund provisions, if any, for redemption or
purchase of shares, the rights, if any, and the terms and conditions on which
shares can be converted into or exchanged for or the rights to purchase,
shares of any other class or series, and the voting rights, if any. Any
preferred shares issued will rank prior to the Common Stock as to dividends
and as to distributions in the event of liquidation, dissolution or winding
up of the Company. The ability of the Board of Directors to issue preferred
stock, while providing flexibility in connection with possible acquisitions
and other corporate purposes, could among other things, adversely affect the
voting powers of holders of Common Stock and, under certain circumstances, may
discourage an attempt by others to gain control of the Company.
There are currently no shares of preferred stock outstanding or
designated.
Virginia Stock Corporation Act
The Virginia Stock Corporation Act contains provisions governing
"Affiliated Transactions". These provisions, with several exceptions
discussed below, require approval of material acquisition transactions
between a Virginia corporation and any holder of more than 10% of any class
of its outstanding voting shares (an "Interested Shareholder") by the holders
of at least two-thirds of the remaining voting shares. Affiliated
Transactions subject to this approval requirement include, among other
things, mergers, share exchanges, material dispositions of corporate assets
not in the ordinary course of business, any dissolution of the corporation
proposed by or on behalf of an Interested Shareholder, and any
reclassification, including reverse stock split, recapitalization or merger
of the corporation with its subsidiaries, that increases the percentage of
voting shares owned beneficially by an Interested Shareholder by more than 5%.
For three years following the time that an Interested Shareholder
becomes an owner of 10% of the outstanding voting shares, a Virginia
corporation cannot engage in an Affiliated Transaction with such Interested
Shareholder without approval of two-thirds of the voting shares other than
those shares beneficially owned by the Interested Shareholder, and majority
approval of the "Disinterested Directors". A Disinterested Director means,
with respect to a particular Interested Shareholder, a member of the
corporation's Board of Directors who was (1) a member on the date on which
an Interested Shareholder became an Interested Shareholder and (2)
recommended for election by, or was elected to fill a vacancy and received
the affirmative vote of, a majority of the Disinterested Directors then on
the Board. After the expiration of the three-year period, the statute
requires approval of the Affiliated Transactions by two-thirds of the
voting shares other than those beneficially owned by the Interested
Shareholder.
The principal exceptions to the special voting requirement apply to
transactions proposed after the three-year period has expired and require
either that the transaction be approved by a majority of the corporation's
Disinterested Directors or that the transaction satisfy the fair-price
requirements of the statute. In general, the fair-price requirement provides
that in a two-step acquisition transaction, the Interested Shareholder must
pay the shareholders in the second step either the same amount of cash or
the same amount and type of consideration paid to acquire the Virginia
corporation's shares in the first step.
None of the foregoing limitations and special voting requirements
applies to a transaction with an Interested Shareholder whose acquisition of
shares making such person an Interested Shareholder was approved by a
majority of the Virginia corporation's Disinterested Directors.
These provisions were designed to deter certain takeovers of Virginia
corporations. In addition, the statute provides that, by affirmative vote of
a majority of the voting shares other than shares owned by any Interested
Shareholder, a corporation can adopt an amendment to its articles of
incorporation or bylaws providing that the Affiliated Transactions provisions
shall not apply to the corporation. The Company has not opted-out of the
Affiliated Transactions provisions.
Virginia law also provides that shares acquired in a transaction that
would cause the acquiring person's voting strength to meet or exceed any of
three thresholds (one-fifth, one-third or a majority of the outstanding
voting shares, respectively) have no voting rights unless granted by a
majority vote of shares not owned by the acquiring person or any officer or
employee-director of the Virginia corporation. This provision empowers an
acquiring person to require the Virginia corporation to hold a special
meeting of shareholders to consider the matter within 50 days of its request.
LEGAL OPINION
The legality of the Securities being offered hereby will be passed upon
for the Company by Hunton & Williams, Riverfront Plaza, East Tower, 951 East
Byrd Street, Richmond, Virginia 23219. Thurston R. Moore, a member of Hunton
& Williams, is a director of the Company. At September 30, 1995, Mr. Moore
beneficially owned 92,335 shares of the Common Stock of the Company (this
amount includes 3,800 shares owned by Mr. Moore's spouse, as to which shares
Mr. Moore disclaims any beneficial ownership).
EXPERTS
The financial statements and schedules incorporated by reference in this
Prospectus and elsewhere in the Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving such reports.
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in
this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or the
Selling Shareholders. This Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any securities other than the registered
securities to which it relates or an offer to sell or a solicitation of an
offer to buy such securities in any jurisdiction and to any person to whom it
is unlawful to make such an offer or solicitation in such jurisdiction.
Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change
in the affairs of the Company since the date hereof, or that the information
herein is correct as of any time subsequent to its date.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission registration fee . .$ 237
Printing fees. . . . . . . . . . . . . . . . . . . . . . 1,000
Legal fees . . . . . . . . . . . . . . . . . . . . . . . 1,000
Accounting fees . . . . . . . . . . . . . . . . . . . . .1,000
Miscellaneous expenses . . . . . . . . . . . . . . . . . . 500
------
Total $3,737
All of the above items except the registration fee are estimated. State
securities laws qualification and registration fees and expenses, selling
commissions, and fees and expenses of counsel to the Selling Shareholders
shall be borne by the Selling Shareholders. All other expenses shall be
borne by the Company.
Item 15. Indemnification of Directors and Officers.
Article 10 of the Virginia Stock Corporation Act and the Company's
Articles of Incorporation provide for indemnification of officers and
directors of the Company under certain circumstances. No director or
officer of the Company shall be liable to the Company or its shareholders
for monetary damages in respect of proceedings brought by or on behalf of
the Company or its shareholders, unless such person engaged in willful
misconduct or a knowing violation of the criminal law or any federal or state
securities law. The Company shall indemnify any person who is or was a party
to a proceeding as a result of serving as a director or officer of the Company
against any liability incurred in connection with such proceeding unless the
person engaged in willful misconduct or a knowing violation of criminal law.
Insurance carried by the Company provides (within limits and subject to
certain exclusions) for reimbursement of amounts which (a) the Company may be
required or permitted to pay as indemnities to the Company's directors or
officers for claims made against them, and (b) individual directors, officers
and certain employees of the Company may become legally obligated to pay as
the result of acts committed by them while acting in their corporate or
fiduciary capacities.
Item 16. Exhibits.
4.1 Articles of Incorporation, as amended, consisting of Certificate of
Merger, including Articles of Incorporation, incorporated by
reference to the registrant's Annual Report of Form 10-K for the
year ended December 31, 1991, as amended by Form 8 filed on
June 12, 1992; Articles of Amendment dated June 24, 1992,
incorporated by reference to the registrant's Annual Report
on Form 10-K for the year ended December 31, 1992; and Articles of
Amendment dated July 12, 1995 incorporated by reference to
Exhibit 4.1 to the registrant's Registration Statement on Form S-3
(File No. 33-62257) filed on August 30, 1995.
4.2 Bylaws, as amended, incorporated by reference to Exhibit 4.2 to the
registrant's Registration Statement on Form S-3 (File No. 33-62257)
filed on August 30, 1995.
4.3 Specimen of certificate representing the Common Stock (incorporated
by reference to Exhibit 4-1 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1989)
5.1 Opinion of Hunton & Williams, counsel to the Company*
24.1 Consent of Arthur Andersen LLP*
24.2 Consent of Hunton & Williams (included in Exhibit 5.1 hereto)*
25 Powers of Attorney (included on signature page)*
* Filed herewith
Item 17. Undertakings.
(a) The 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.
(b) 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 Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) 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 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 such 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, such 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 of 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Milford, State of Connecticut, as
of the 24th day of October, 1995.
EXECUTONE Information Systems, Inc.
By: /s/ Alan Kessman
Alan Kessman
Chairman of the Board, President and
Chief Executive Officer
POWERS OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Alan Kessman, Michael W. Yacenda and Barbara C. Anderson, or any
one or more of them, his true and lawful attorney-in-fact, for him and
in his name, place and stead, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to cause the
same to be filed with the Securities and Exchange Commission, hereby
granting to said attorneys-in-fact full power and authority to do and
perform all and every act and thing whatsoever requisite or desirable to be
done in and about the premises as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and
confirming all acts and things that said attorneys-in-fact may do or cause
to be done by virtue of these presents.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated as of the 24th day of October, 1995.
/s/ Alan Kessman
Alan Kessman Richard S. Rosenbloom
Chairman of the Board, Director
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Anthony R. Guarascio /s/ Thurston R. Moore
Anthony R. Guarascio Thurston R. Moore
Vice-President, Finance and Director
Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Stanley M. Blau
Stanley M. Blau William R.Smart
Vice-Chairman of the Board Director
<PAGE>
EXHIBIT INDEX
Exhibit
Number
5.1 Opinion of Hunton & Williams, counsel to the Company
24.1 Consent of Arthur Andersen LLP
24.2 Consent of Hunton & Williams (included in Exhibit 5.1 hereto)
25 Powers of Attorney (included on signature page)
<PAGE>
Exhibit 5.1
HUNTON & WILLIAMS
RIVERFRONT PLAZA, EAST TOWER
951 EAST BYRD STREET
RICHMOND, VA 23219
TELEPHONE (804) 788-8200
FACSIMILE (804) 788-8218
OCTOBER 23, 1995
The Board of Directors
EXECUTONE Information Systems, Inc.
478 Wheelers Farms Road
Milford, Connecticut 06460
EXECUTONE Information Systems, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to EXECUTONE Information Systems, Inc., a Virginia
corporation (the "Company"), in connection with the preparation and filing of
a registration statement on Form S-3 under the Securities Act of 1933, as
amended (the "Registration Statement"), with respect to 241,000 shares of the
Company's Common Stock, $.01 par value per share (the "Shares"), which are
proposed to be offered and sold from time to time on a secondary basis by
certain selling shareholders as described in the Registration Statement.
In rendering this opinion, we have relied upon, among other things, our
examination of such records of the Company and certificates of its officers
and of public officials as we have deemed necessary.
Based upon the foregoing and the further qualifications stated below, we are
of the opinion that:
1. The Company is duly incorporated, validly existing and in good
standing under the laws of the Commonwealth of Virginia.
2. The Shares have been duly authorized and, when issued and sold as
described in the Registration Statement, will be legally issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
statement made in reference to this firm under the caption "Legal Opinion" in
the Registration Statement.
Very truly yours,
Hunton & Williams
<PAGE>
Exhibit 24.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 27,
1995, included in EXECUTONE Information Systems, Inc.'s Form 10-K for the
year ended December 31, 1994 and to all references to our Firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Stamford, Connecticut
October 23, 1995
<PAGE>
October 24, 1995
Securities & Exchange Commission
1933 Act Filing Desk
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Re: EXECUTONE Information Systems, Inc.
File No. 0-11551
Gentlemen:
Enclosed herewith for filing pursuant to the Securities Act of 1933, as
amended, is an EDGAR copy of a Registration Statement on Form S-3 of
EXECUTONE Information Systems, Inc.
Pursuant to Lockbox Rule 3a of the Commission's Rules of Practice, we have
completed a Fedwire transfer on October 23, 1995 to SEC Account 910-8739 at
the Mellon Bank in Pittsburgh, ABA number 043000261, in the amount of
$237.00. The transaction sequence number is 835.
Very truly yours,
Barbara C. Anderson
Vice President, General Counsel
and Secretary
