<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
---------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
AXIOHM TRANSACTION SOLUTIONS, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
CALIFORNIA 94-2917470
- ---------------------------- -----------------------
<S> <C>
(State or other jurisdiction (I.R.S. Employer
of
incorporation organization) Identification Number)
</TABLE>
15070 AVENUE OF SCIENCE
SAN DIEGO, CALIFORNIA 92128
(619) 451-3485
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
--------------------------
WALTER S. SOBON
CHIEF FINANCIAL OFFICER
15070 AVENUE OF SCIENCE
SAN DIEGO, CALIFORNIA 92128
(619) 451-3485
(Name, address, including zip code, and telephone number, including area code,
of agent for service of process)
--------------------------
COPIES TO:
HENRY P. MASSEY, JR., ESQ.
BRADLEY A. BUGDANOWITZ, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
--------------------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
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. / /
The 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
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED BE REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, no par value.................. 5,515,858 $13.500 $74,464,083 $21,967
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for purposes of calculation of the
registration fee based on the average of the high and low sales price of the
Registrant's Common Stock on the Nasdaq National Market on May 8, 1998.
--------------------------
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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
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 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 THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED , 1998
PROSPECTUS
5,515,858 SHARES
AXIOHM TRANSACTION SOLUTIONS, INC.
COMMON STOCK
(NO PAR VALUE)
------------------
This Prospectus relates to the public offering, which is not being
underwritten, of an aggregate of 5,515,858 shares (the "Shares") of the common
stock ("Common Stock") of Axiohm Transaction Solutions, Inc., a California
corporation (the "Registrant" or "Company") which may be offered and sold from
time to time by the Selling Shareholders named herein (the "Selling
Shareholders") for their own benefit. Whether any such sales will be made and
the timing and amount of any sales are within the sole discretion of each
Selling Shareholder. The Shares of Common Stock to which this Prospectus relates
were acquired by the Selling Shareholders in connection with the acquisition of
DH Technology, Inc. by Axiohm S.A. and related transactions. See "The
Company--Recent Acquisition." All expenses of registration incurred in
connection with this offering are being borne by the Company, but all selling
and other expenses incurred by a Selling Shareholder will be borne by such
Selling Shareholder.
The Shares may be offered by the Selling Shareholders from time to time in
one or more transactions in the over-the-counter market at prices prevailing
therein, in negotiated transactions at such prices as may be agreed upon, or in
a combination of such methods of sale. See "Plan of Distribution." The price at
which any of the Shares may be sold, and the commissions, if any, paid in
connection with any such sale, are unknown and may vary from transaction to
transaction. The Company will pay all expenses incident to the offering and sale
of the Shares to the public other than any commissions and discounts of
underwriters, dealers or agents and any transfer taxes. See "Selling
Shareholders" and "Plan of Distribution."
The Common Stock of the Company is traded in the over-the-counter market on
the Nasdaq National Market. On May 8, 1998, the closing price of the Company's
Common Stock was $13.500 (Nasdaq Symbol: AXHM).
THIS OFFERING INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" ON PAGE 4 HEREOF.
The Selling Shareholders and any broker executing selling orders on behalf
of the Selling Shareholders may be deemed to be an "underwriter" within the
meaning of the Securities Act. Commissions received by any such broker may be
deemed to be underwriting commissions under the Securities Act.
------------------------
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.
------------------------
THE DATE OF THIS PROSPECTUS IS , 1998.
<PAGE>
No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, 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, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus is delivered, upon written or oral request of any
such person, a copy of any and all of the information that has been or may be
incorporated by reference in this Prospectus, other than exhibits to such
documents. Requests for such copies should be directed to Axiohm Transaction
Solutions, Inc., 15070 Avenue of Science, San Diego, California 92128, Attn:
Janet Shanks (619) 451-3485.
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended, 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 Room of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511 and 7 World Trade Center, Suite 1300, New York, New York
10048; and copies of such material can be obtained from the Public Reference
Section of the Commission, Washington, D.C. 20549, at prescribed rates. In
addition, reports, proxy statements, registration statements and certain other
filings made with the Commission through its Electronic Data Gathering, Analysis
and Retrieval ("EDGAR") system are publicly available through the Commission's
site on the Internet's World Wide Web, located at http://www.sec.gov. The
registration statement of which this Prospectus forms a part, including all
exhibits thereto and amendments thereof, has been filed with the Commission
through EDGAR.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the offering made hereby. This Prospectus
does not contain all of the information set forth in the Registration Statement,
certain portions of which are omitted in accordance with the rules and
regulations of the Commission. Statements contained in this Prospectus as to the
contents of any agreement or other document are summaries which are not
necessarily complete and in each instance reference is made to the copy of such
agreement or other document filed as an exhibit to the Registration Statement,
each such statement herein being qualified in all respects by such reference.
Such additional information may be obtained from the Commission's principal
office in Washington, D.C. as set forth above. For further information,
reference is hereby made to the Registration Statement.
INFORMATION INCORPORATED BY REFERENCE
There are hereby incorporated by reference in this Prospectus the following
documents and information heretofore filed with the Securities and Exchange
Commission:
(1) The Company's Annual Report on Form 10-K, as amended, for the fiscal
year ended December 31, 1997, filed pursuant to Section 13 of the
Exchange Act (including those portions of the Company's definitive proxy
statement for the Annual Meeting of Shareholders held on April 28, 1998
incorporated by reference therein).
2
<PAGE>
(2) The description of the Common Stock of the Registrant that is contained
in the Registration Statement on Form 8-A effective June 25, 1985, as
amended, filed under Section 12 of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, after the date of this Prospectus and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Prospectus and to be part
hereof from the date of filing such documents.
THE COMPANY
GENERAL
The Company is a non-captive designer, manufacturer and marketer of
transaction printers. The Company has a broad product line and manufactures its
own thermal and impact printheads and printer components utilizing thermal,
magnetic and impact technologies. The Company's transaction printer products are
used in retail, financial and commercial transactions to provide transaction
records such as receipts, tickets, register journals, checks and other
documents. In addition to transaction printers, the Company also designs,
manufactures and markets: (i) card readers which, similar to transaction
printers, are an integral part of transaction activity; and (ii) bar code
printers and related consumable supplies, which are used for automatic
identification and data collection systems. The Company operates on a world-wide
basis with significant activities in North America and Europe. The Company sells
its products to OEMs, VARs, distributors and end-users.
RECENT ACQUISITION
Until October 2, 1997, the Company operated under the name DH Technology,
Inc. ("DH"). On that date, the last in a series of transactions (the
"Transactions") occurred as a result of which the Company was acquired by Axiohm
S.A., a French corporation ("Axiohm"), and DH, the surviving corporation,
changed its name to Axiohm Transaction Solutions, Inc.
DH, which was headquartered in San Diego, California, has been a leading
designer, manufacturer and marketer of impact transaction printing mechanisms,
impact and thermal transaction printers, impact printheads and thermal bar code
products. DH recently broadened its role in transaction products with strategic
acquisitions of a manufacturer of magnetic heads and a manufacturer of card
readers.
Axiohm, which was headquartered in Montrouge, France, has been a leading
designer, manufacturer, and marketer of thermal transaction printing mechanisms
and thermal and impact transaction printers for both standard and
application-specific uses. Axiohm was created in 1988 through a management
buyout of the thermal printhead business from Schlumberger Limited
("Schlumberger"). At that time, Axiohm had annual sales of approximately $3.0
million. In 1994, Axiohm purchased from NCR Corporation ("NCR") the assets and
operations of NCR's transaction printer business and placed the business in a
wholly-owned U.S. subsidiary, Axiohm IPB, Inc. ("Axiohm IPB").
On August 21, 1997, AX Acquisition Corporation, a California corporation
(the "Purchaser") and an indirect wholly-owned subsidiary of Axiohm, acquired
7,000,000 shares of the Common Stock of DH through a tender offer to the
shareholders of DH at a price per share of $25 in cash (the "Tender Offer"). The
Tender Offer was made pursuant to an Agreement and Plan of Merger, dated July
14, 1997, among DH, Axiohm and Purchaser (the "Merger Agreement"). The 7,000,000
shares acquired by Purchaser in the Tender Offer represented approximately 87.5%
of the outstanding Common Stock of DH and thereby gave Axiohm and its
controlling shareholders control of DH.
On October 2, 1997, the Purchaser exchanged 5,518,524 shares of the Common
Stock it had acquired in the Tender Offer and approximately $12.2 million in
cash for certain of the outstanding shares of capital
3
<PAGE>
stock of Axiohm and all of the outstanding shares of capital stock of Dardel
Technologies S.A. ("Dardel"), which held the remaining shares of capital stock
of Axiohm (the "Axiohm Exchange"). Immediately after the Axiohm Exchange, DH
purchased from Axiohm IPB all of Purchaser's outstanding capital stock in
exchange for the assumption by DH of the obligations incurred in financing the
Tender Offer (the "Acquisition of Purchaser").
Immediately after the Axiohm Exchange and the Acquisition of Purchaser,
Purchaser was merged with and into DH (the "Merger"). The remaining 1,481,476
shares of DH's Common Stock acquired in the Tender Offer and held by Purchaser
at the time of the Merger were canceled in the Merger.
FORWARD LOOKING STATEMENTS
This Prospectus contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act,
including, without limitation, statements that include the words "believes,"
"expects," "anticipates," "plans" or similar expressions and statements. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause actual results, performance or achievements of the
Company to differ materially from those expressed or implied by such
forward-looking statements. Although the Company believes that its plans,
intentions and expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such plans, intentions or expectations
will be achieved. Important factors that could cause actual results to differ
materially from the Company's expectations are set forth in this Prospectus.
RISK FACTORS
The Shares offered hereby are speculative in nature and involve a high
degree of risk. The risk factors which appear under the heading
"Business--Certain Factors That May Affect Future Results" and other information
contained in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, and the risk factors which appear under the heading "Risk
Factors" or similar headings in all documents filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
Prospectus and prior to the filing of a post-effective amendment which indicates
that all of the Shares have been sold or which deregisters all Shares remaining
unsold, are incorporated by reference herein. See "Information Incorporated by
Reference." Such risk factors and other information should be considered
carefully before purchasing the offered Shares.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares. All proceeds from the sale of the Shares will be for the account of the
Selling Shareholders, as described below. See "Selling Shareholders" and "Plan
of Distribution" described below.
4
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth as of February 25, 1998, except as otherwise
indicated, the name of each of the Selling Shareholders, the number of shares of
Common Stock that each such Selling Shareholder beneficially owns as of such
date, the number of shares of Common Stock beneficially owned by each Selling
Shareholder that may be offered for sale from time to time by this Prospectus,
the number of shares of Common Stock to be beneficially owned by each such
Selling Shareholder assuming the sale of all the Common Stock offered hereby and
the percentage of the outstanding shares of the Company's Common Stock to be
beneficially owned by each Selling Shareholder after completion of the offering.
The Company may amend or supplement this Prospectus from time to time to update
the disclosure set forth herein.
<TABLE>
<CAPTION>
SHARES WHICH MAY BENEFICIAL OWNERSHIP
SHARES BE SOLD PURSUANT AFTER OFFERING
BENEFICIALLY TO THIS --------------------------
SELLING SHAREHOLDER(1) OWNED(2) PROSPECTUS SHARES PERCENTAGE
- ------------------------------------------------------------ ----------- ----------------- --------- ---------------
<S> <C> <C> <C> <C>
Barclays Capital Developpement.............................. 94,971 94,971 -- --
Harvey Beldner.............................................. 1,341 1,341 -- --
Corinne Belmont-Lemoine..................................... 13,414 13,414 -- --
Philippe Bernard............................................ 23,475 23,475 -- --
Francis Berthelot(3)........................................ 50,406 50,406 -- --
BP Investissements SA....................................... 82,362 82,362 -- --
Cargyl Finance BV........................................... 1,639,528 1,639,528 -- --
David Clarke................................................ 5,366 5,366 -- --
Nicolas Dourassoff(4)....................................... 16,768 16,768 -- --
Patrick Dupuy(5)............................................ 1,753,141 1,753,141 -- --
Sabine Dupuy................................................ 30,180 30,180 -- --
Caroline Dupuy.............................................. 30,180 30,180 -- --
Astrid Dupuy................................................ 30,180 30,180 -- --
Financiere Argalus SA....................................... 317,375 317,375 -- --
Patrick Frimat.............................................. 9,524 9,524 -- --
Carole Gibier............................................... 100,605 100,605 -- --
Gilles Gibier(6)............................................ 1,740,133 1,740,133 -- --
Marie-Francoise Gillon...................................... 13,414 13,414 -- --
Yves Hagege................................................. 10,731 10,731 -- --
Jean-George Huglin(7)....................................... 373,178 373,178 -- --
Keith Jentoft............................................... 198,256 198,256 -- --
Corinne Knupp............................................... 2,683 2,683 -- --
Thibaud Lastennet........................................... 2,549 2,549 -- --
Claude Lepeutrec............................................ 67,204 67,204 -- --
Yves Lepeutrec.............................................. 107,178 107,178 -- --
Gregory Menzenski........................................... 9,390 9,390 -- --
NSM Developpement........................................... 317,664 317,664 -- --
Partvent.................................................... 11,134 11,134 -- --
Bernard Patry(8)............................................ 317,510 317,510 -- --
Marie Pierre Patry.......................................... 114,958 114,958 -- --
Emmanuelle Patry............................................ 1,744 1,744 -- --
Julien Patry................................................ 1,744 1,744 -- --
Claire Patry................................................ 1,744 1,744 -- --
Damien Pelletier(3)......................................... 3,250 3,250 -- --
Coltide de Perthuis......................................... 13,414 13,414 -- --
Somafin SPRL................................................ 16,768 16,768 -- --
Andy Shih................................................... 16,097 16,097 -- --
Stefreba.................................................... 16,768 16,768 -- --
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
SHARES WHICH MAY BENEFICIAL OWNERSHIP
SHARES BE SOLD PURSUANT AFTER OFFERING
BENEFICIALLY TO THIS --------------------------
SELLING SHAREHOLDER(1) OWNED(2) PROSPECTUS SHARES PERCENTAGE
- ------------------------------------------------------------ ----------- ----------------- --------- ---------------
<S> <C> <C> <C> <C>
Tiefenbach SA............................................... 265,329 265,329 -- --
Malcolm Unsworth(9)......................................... 92,611 134 92,477 1.4
Samuel Villanti............................................. 6,707 6,707 -- --
David Werner................................................ 2,683 2,683 -- --
Ysatis BV................................................... 1,632,284 1,632,284 -- --
--
----------- ----------------- ---------
Total....................................................... 5,608,335 5,515,858 92,477 1.4
</TABLE>
- ------------------------
(1) The following persons serve, or have served, in the following capacities for
the Registrant or for one of its subsidiaries, as indicated: Harvey Beldner:
Manager of Human Resources of Axiohm (through October 1996); Corinne
Belmont-Lemoine: Legal Advisor Executive for Dardel; Philippe Bernard: Vice
President of Operations, Director of Manufacturing for the Registrant;
Francis Berthelot: Director of Research & Development for Axiohm (through
November 1997); David Clarke: Vice President of Marketing for Axiohm
(through February 1996); Nicolas Dourassoff: Director, has agreed to become
Chief Executive Officer of the Registrant in May 1998; Patrick Dupuy: Co-
Chairman of the Board of Directors and Co-Chief Executive Officer of the
Registrant, Chairman of Axiohm; Patrick Frimat: Vice President of Marketing,
North America for the Registrant; Gilles Gibier: Co-Chairman of the Board of
Directors and Co-Chief Executive Officer of the Registrant, Director of
Axiohm; Marie-Francoise Gillon: Director of Human Resources for the
Registrant; Yves Hagege: Corporate Accountant for the Registrant;
Jean-George Huglin: Controller for the Registrant, Chief Financial Officer
of Axiohm (through October 1997); Keith Jentoft: Vice President of the
Registrant; Corinne Knupp: Controller of Axiohm IPB (through January 1997);
Gregory Menzenski: Director of Engineering of Axiohm IPB; Bernard Patry:
Vice President, Sales and Marketing for the Registrant; Damien Pelletier:
Director of Product Management for Axiohm; Coltide de Perthuis: Controller
for Axiohm; Andy Shih: Sales Engineer for the Registrant; Malcolm Unsworth:
Vice President of Operations for the Registrant, Vice President and General
Manager of Axiohm IPB (through October 1997); Samuel Villanti: Director of
Operations, Axiohm IPB; David Werner: Director of Product Management for the
Registrant.
(2) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Exchange Act, and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under
such rule, beneficial ownership includes any shares as to which the
individual has sole or shared voting power or investment power and also any
shares which the individual has the right to acquire within 60 days of
February 25, 1998 through the exercise of any stock option or other right.
(3) Information is as of March 13, 1998.
(4) Includes 16,768 shares held of record by Somafin SPRL, an entity wholly
owned by Mr. Dourassoff and Veronique Dourassoff, Mr. Dourassoff's wife.
(5) Includes 1,632,284 shares held of record by Ysatis BV, of which Mr. Dupuy is
the sole shareholder and 90,540 held of record by Mr. Dupuy's children.
(6) Includes 1,639,528 shares held of record by Cargyl BV, of which Mr. Gibier
is the sole shareholder. and 100,605 shares held of record by Carole Gibier,
Mr. Gibier's daughter.
(7) Includes 265,329 shares held of record by Tiefenbach SA, of which Mr. Huglin
is the sole shareholder.
(8) Includes 114,958 shares held of record by Marie Pierre Patry, Mr. Patry's
wife, 5,232 shares held of record by Mr. Patry's children, and 82,362 shares
held of record by BP Investissements S.A., of which Mr. Patry is the sole
shareholder.
(9) Includes 92,477 shares issuable upon exercise of options exercisable within
60 days of February 25, 1998.
6
<PAGE>
PLAN OF DISTRIBUTION
The Shares covered by this Prospectus may be offered and sold from time to
time by the Selling Shareholders. The Selling Shareholders will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. The Selling Shareholders may sell the Shares being
offered hereby on the Nasdaq National Market, or otherwise, at prices and under
terms then prevailing or at prices related to the then current market price or
at negotiated prices. The Shares may be sold by one or more of the following
means of distribution: (a) a block trade in which the broker-dealer so engaged
will attempt to sell Shares as agent, but may position and resell a portion of
the block as principal to facilitate the transaction; (b) purchases by a
broker-dealer as principal and resale by such broker-dealer for its own account
pursuant to this Prospectus; (c) an over-the-counter distribution in accordance
with the rules of the Nasdaq National Market; (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; and (e)
in privately negotiated transactions. To the extent required, this Prospectus
may be amended and supplemented from time to time to describe a specific plan of
distribution. In connection with distributions of the Shares or otherwise, the
Selling Shareholders may enter into hedging transactions with broker-dealers or
other financial institutions. In connection with such transactions,
broker-dealers or other financial institutions may engage in short sales of the
Company's Common Stock in the course of hedging the positions they assume with
Selling Shareholders. The Selling Shareholders may also sell the Company's
Common Stock short and redeliver the shares to close out such short positions.
The Selling Shareholders may also enter into option or other transactions with
broker-dealers or other financial institutions which require the delivery to
such broker-dealer or other financial institution of Shares offered hereby,
which Shares such broker-dealer or other financial institution may resell
pursuant to this Prospectus (as supplemented or amended to reflect such
transaction). The Selling Shareholders may also pledge Shares to a broker-dealer
or other financial institution, and, upon a default, such broker-dealer or other
financial institution may effect sales of the pledged Shares pursuant to this
Prospectus (as supplemented or amended to reflect such transaction). In
addition, any Shares that qualify for sale pursuant to Rule 144 may be sold
under Rule 144 rather than pursuant to this Prospectus.
In effecting sales, brokers, dealers or agents engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate. Brokers,
dealers or agents may receive commissions, discounts or concessions from the
Selling Shareholders in amounts to be negotiated prior to the sale. Such brokers
or dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales, and any such commissions, discounts or concessions may be deemed to be
underwriting discounts or commissions under the Securities Act. The Company will
pay all expenses incident to the offering and sale of the Shares to the public
other than any commissions and discounts of underwriters, dealers or agents and
any transfer taxes.
In order to comply with the securities laws of certain states, if
applicable, the Shares must be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Company has advised the Selling Shareholders that the anti-manipulation
rules of Regulation M under the Exchange Act may apply to sales of Shares in the
market and to the activities of the Selling Shareholders and their affiliates.
In addition, the Company will make copies of this Prospectus available to the
Selling Shareholders and has informed them of the need for delivery of copies of
this Prospectus to purchasers at or prior to the time of any sale of the Shares
offered hereby. The Selling Shareholders may indemnify any broker-dealer that
participates in transactions involving the sale of the Shares against certain
liabilities, including liabilities arising under the Securities Act.
At the time a particular offer of Shares is made, if required, a Prospectus
Supplement will be distributed that will set forth the number of Shares being
offered and the terms of the offering, including the name of any underwriter,
dealer or agent, the purchase price paid by any underwriter, any discount,
7
<PAGE>
commission and other item constituting compensation, any discount, commission or
concession allowed or reallowed or paid to any dealer, and the proposed selling
price to the public.
Any securities covered by this Prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under that Rule rather than
pursuant to this Prospectus.
There can be no assurance that the Selling Shareholders will sell any or all
of the shares of Common Stock offered by them hereunder.
LEGAL MATTERS
Counsel for the Company, Wilson Sonsini Goodrich & Rosati, Professional
Corporation, 650 Page Mill Road, Palo Alto, California 94304-1050, has rendered
an opinion to the effect that the Common Stock offered hereby is duly and
validly issued, fully paid and non-assessable.
8
<PAGE>
AXIOHM TRANSACTION SOLUTIONS, INC
REGISTRATION STATEMENT ON FORM S-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM
NUMBER
- ------
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.+
The following table sets forth costs and expenses of the sale and
distribution of the securities being registered. All amounts except Securities
and Exchange Commission and NASD fees are estimates.
<TABLE>
<S> <C>
Registration fee: Securities and Exchange Commission........... $21,967.00
Accounting fees................................................ 15,000.00
Legal fees..................................................... 20,000.00
Miscellaneous.................................................. 2,000.00
----------
Total.......................................................... 58,967.00
</TABLE>
- ------------------------
+ Represents expenses relating to the distribution by the Selling Shareholders
pursuant to the Prospectus prepared in accordance with the requirements of
Form S-3. These expenses will be borne by the Company on behalf of the
Selling Shareholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers who are parties or are threatened to be made parties to any
proceeding (with certain exceptions) by reason of the fact that the person is or
was an agent of the corporation, against expenses, judgments, fines, settlements
and other amounts actually and reasonably incurred in connection with the
proceeding if that person acted in good faith and in a manner the person
reasonably believed to be in the best interests of the corporation. This
limitation on liability has no effect on a director's liability (i) for acts or
omissions that involve intentional misconduct or a knowing and culpable
violation of law, (ii) for acts or omissions that a director believes to be
contrary to the best interests of the corporation or its shareholders or that
involve the absence of good faith on the part of the director, (iii) relating to
any transaction from which a director derived an improper personal benefit, (iv)
for acts or omissions that show a reckless disregard for the director's duty to
the corporation or its shareholders in circumstances in which the director was
aware, or should have been aware, in the ordinary course of performing a
director's duties, of a risk of a serious injury to the corporation or its
shareholders, (v) for acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty to the
corporation or its shareholders, (vi) under Section 310 of the California
General Corporation Law (concerning contracts or transactions between the
corporation and a director) or (vii) under Section 316 of the California General
Corporation Law (directors' liability for improper dividends, loans and
guarantees). The provision does not extend to acts or omissions of a director in
his or her capacity as an officer. Further, the provision has no effect on
claims arising under federal or state securities laws and does not affect the
availability of injunctions and other equitable remedies available to the
Company's shareholders for any violation of a director's fiduciary duty to the
Company or its shareholders. Although the validity and scope of the legislation
underlying the provision have not yet been interpreted to any significant extent
by the California courts, the provision may relieve directors of monetary
liability to the Company for grossly negligent conduct, including conduct in
situations involving attempted takeovers of the Company.
II-1
<PAGE>
In accordance with Section 317, the Restated Articles of Incorporation, as
amended (the "Articles"), of the Company limit the liability of a director to
the Company or its shareholders for monetary damages to the fullest extent
permissible under California law, and authorize the Company to provide
indemnification to its agents (including officers and directors), subject to the
limitations set forth above. The Company's By-Laws further provide for
indemnification of corporate agents to the maximum extent permitted by the
California General Corporation Law.
Pursuant to the authority provided in the Articles, the Company has entered
into indemnification agreements with each of its officers and directors,
indemnifying them against certain potential liabilities that may arise as a
result of their service to the Company, and providing for certain other
protection.
The Company also maintains insurance policies which insure its officers and
directors against certain liabilities.
The foregoing summaries are necessarily subject to the complete text of the
statute, the Articles, the By-Laws and the agreements referred to above and are
qualified in their entirety by reference thereto.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ --------------------------------------------------------------------------
<C> <S>
2.1 Agreement and Plan of Merger dated as of July 14, 1997, among DH
Technology, Inc., Axiohm S.A. and AX Acquisition Corporation
(incorporated by reference to Exhibit (c)(1) to DH Technology, Inc.'s
Schedule 14D-9 filed July 16, 1997).
2.2 Purchase and Assumption Agreement, dated October 2, 1997, among Axiohm
IPB, Inc., AX Acquisition Corporation and DH Technology, Inc.
(incorporated by reference to Exhibit 2.2 to Axiohm Transaction
Solutions, Inc.'s Current Report on Form 8-K filed October 17, 1997).
5.1 Opinion of Wilson Sonsini Goodrich & Rosati.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Wilson Sonsini Goodrich & Rosati (contained in Exhibit 5.1).
24.1 Power of Attorney--see Page II-3.
</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, each 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Axiohm Transaction Solutions, Inc., a corporation organized and existing under
the laws of the State of California, certifies that it has reasonable cause 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 Philadelphia, State of
Pennsylvania, on the 11th day of May 1998.
AXIOHM TRANSACTION SOLUTIONS, INC.
By: /s/ WALTER S. SOBON
-----------------------------------------
Walter S. Sobon
CHIEF FINANCIAL OFFICER
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Janet W. Shanks and Walter S. Sobon, jointly and
severally, his attorneys-in-fact, each with the power of substitution, for him
or her in any and all capacities, to sign any amendment to this Registration
Statement on Form S-3, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
or her substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
/s/ NICOLAS DOURASSOFF Chief Executive Officer
- ------------------------------ and Director (Principal May 11, 1998
Nicolas Dourassoff Executive Officer)
/s/ WALTER S. SOBON Chief Financial Officer
- ------------------------------ (Principal Financial May 11, 1998
Walter S. Sobon Officer)
/s/ JANET W. SHANKS Chief Accounting Officer
- ------------------------------ (Principal Accounting May 11, 1998
Janet W. Shanks Officer)
/s/ PATRICK DUPUY
- ------------------------------ Co-Chairman of the Board May 11, 1998
Patrick Dupuy of Directors
/s/ GILLES GIBIER
- ------------------------------ Co-Chairman of the Board May 11, 1998
Gilles Gibier of Directors
/s/ WILLIAM H. GIBBS
- ------------------------------ Director May 11, 1998
William H. Gibbs
/s/ DONALD M. LYLE
- ------------------------------ Director May 11, 1998
Donald M. Lyle
II-3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER NO.
- ----------- -----
<C> <S> <C>
2.1* Agreement and Plan of Merger dated as of July 14, 1997, among DH Technology, Inc., Axiohm S.A.
and AX Acquisition Corporation (incorporated by reference to Exhibit (c)(1) to DH Technology,
Inc.'s Schedule 14D-9 filed July 16, 1997). ...................................................
2.2* Purchase and Assumption Agreement, dated October 2, 1997, among Axiohm IPB, Inc., AX Acquisition
Corporation and DH Technology, Inc. (incorporated by reference to Exhibit 2.2 to Axiohm
Transaction Solutions, Inc.'s Current Report on Form 8-K filed October 17, 1997). .............
5.1 Opinion of Wilson Sonsini Goodrich & Rosati. ....................................................
23.1 Consent of Price Waterhouse LLP. ................................................................
23.2 Consent of KPMG Peat Marwick LLP. ...............................................................
23.3 Consent of Wilson Sonsini Goodrich & Rosati (contained in Exhibit 5.1). .........................
24.1 Power of Attorney ............................................................................... II-4
</TABLE>
- ------------------------
* Incorporated by reference.
<PAGE>
EXHIBIT 5.1
OPINION RE LEGALITY
May 11, 1998
Axiohm Transaction Solutions, Inc.
15070 Avenue of Science
San Diego, CA 92128
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by you
with the Securities and Exchange Commission on or about May 11, 1998 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 5,515,858 shares of your
Common Stock (the "Shares"), all of which are issued and outstanding and to be
offered for sale for the benefit of certain selling shareholders. The Shares are
to be sold from time to time in the over-the counter-market at prevailing prices
or as otherwise described in the Registration Statement. As legal counsel for
Axiohm Transaction Solutions, Inc., we have examined the proceedings taken and
are familiar with the proceedings proposed to be taken by you in connection with
the sale of the Shares.
It is our opinion that the Shares are legally and validly issued, fully paid
and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, including the prospectus constituting a part thereof, and further
consent to the use of our name wherever it appears in the Registration Statement
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE>
EXHIBIT 23.1
CONSENT OF PRICE WATERHOUSE LLP, INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
September 12, 1997 (except as to Note 19, which is as of January 9, 1998)
appearing on page F-2 of the Annual Report on Form 10-K of Axiohm Transaction
Solutions, Inc. for the year ended December 31, 1997.
/s/ PRICE WATERHOUSE
Price Waterhouse
Paris, France
May 8, 1998
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Shareholders
Axiohm Transaction Solutions, Inc.:
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG PEAT MARWICK LLP
San Diego, California
May 11, 1998
