<PAGE>
As filed with the Securities and Exchange Commission on May 26, 1995
Registration No. 33-88198
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-3
AMENDMENT NO. 2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
MYLEX CORPORATION
(Exact name of Registrant as specified in its charter)
FLORIDA 59-2291597
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
34551 ARDENWOOD BOULEVARD, FREMONT, CA 94555
(510) 796-6100
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
--------------------------
AL MONTROSS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MYLEX CORPORATION
34551 ARDENWOOD BOULEVARD, FREMONT, CA 94555
(510) 796-6100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
COPIES TO:
Steven E. Bochner, Esq.
Nevan C. Elam, Esq.
Richard S. Arnold, Jr., Esq.
Wilson, Sonsini, Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
--------------------------
Approximate date of commencement of proposed sale to the public:
As soon as possible 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/
-----------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Aggregate Offering Registration
Securities to Be Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value . . . . . . . . . . 912,061 shares $10.44(1)(2) $9,353,054.15(1)(2) $3,225.20 (2)
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<FN>
(1) Estimated solely for the purpose of computing the amount of the
registration fee.
(2) A Registration Fee of $3,141.28 was paid with the original filing of the
Form S-3 based on 888,751 shares and a proposed maximum offering price of
$10.25 which had been based on the average of the high and low prices for
the Common Stock as reported on the Nasdaq National Market on December 28,
1994 in accordance with Rule 457(c) under the Securities Act of 1933. As
the amount to be registered has been increased by 23,310 shares, an
additional Registration Fee of $83.92 was submitted with Amendment No. 1
based on the average of the high and low prices for the Common Stock as
reported on the Nasdaq National Market on February 15, 1995 ($10.44) in
accordance with Rule 457(c) under the Securities Act of 1933.
</TABLE>
---------------------------
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 Section 8(a), may
determine.
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<PAGE>
SUBJECT TO COMPLETION, DATED May ___, 1995
PROSPECTUS
912,061 Shares
MYLEX CORPORATION
Common Stock
The shares of Common Stock, $.01 par value per share (the "Common Stock"),
of Mylex Corporation ("Mylex" or the "Company") covered by this Prospectus are
shares which may be offered and sold, from time to time, for the account of
certain stockholders of the Company (the "Selling Stockholders"). See "Selling
Stockholders." The shares of Common Stock covered by this Prospectus have been
issued or are issuable to the Selling Stockholders upon exercise of a certain
outstanding warrant and upon conversion of the Company's Convertible
Subordinated Debentures Due 1994. All of the shares covered hereby are to be
sold by the Selling Stockholders. This prospectus does not purport to cover the
initial issuance of the shares, but only the resale of such shares. The Company
will not receive any of the proceeds from the sale of the shares by the Selling
Stockholders, however, the Company will receive the aggregate exercise price
payable upon exercise of the Warrant.
The Selling Stockholders may from time to time sell the shares of Common
Stock covered by this Prospectus to or through one or more underwriters, and may
also sell shares of Common Stock directly to other purchasers or through agents,
on the Nasdaq National Market in ordinary brokerage transactions, in negotiated
transactions, or otherwise, at market prices prevailing at the time of sale, at
prices related to the then prevailing market price or at negotiated prices. See
"Plan of Distribution."
The Company's Common Stock is traded on the Nasdaq National Market under
the symbol "MYLX." On May 24, 1995, the last sale price for the Common
Stock as reported on the Nasdaq National Market was $10.56 per share.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
--------------------------
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 _________, 1995
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy and
information statements and other information may 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 the following Regional Offices of the
Commission: New York Regional Office, Seven World Trade Center, New York, New
York 10048, and Chicago Regional Office, 500 West Madison Street, Chicago,
Illinois 60661. Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549 upon payment of the prescribed fees. The Common Stock of the Company is
quoted on the Nasdaq National Market. Reports, proxy and information statements
and other information concerning the Company may be inspected at the National
Association of Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C.
20006.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). 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 with respect to the Company and the
shares covered by this prospectus, reference is made to the Registration
Statement. Statements contained herein concerning the provisions of any
document are not necessarily complete, and each such statement is qualified in
its entirety by reference to the copy of such document filed with the
Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are hereby
incorporated by reference in this Prospectus: (i) the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994, (ii) the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1995, (iii)
the Company's Proxy Statement for the Annual Meeting of Shareholders dated
April 24, 1995 and (iv) the description of the Company's Common Stock
contained in its Registration Statement on Form 8-A as filed with the
Commission on April 12, 1985.
All reports and other documents subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such reports and documents. Any statement incorporated herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein, in a Prospectus Supplement or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of the Registration Statement or this Prospectus.
-2-
<PAGE>
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, upon written or oral request of such person, a copy of any or all of
the foregoing documents incorporated herein by reference (other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference
into such documents). Requests for such documents should be submitted in
writing to the Chief Financial Officer at the Company's principal executive
offices at 34551 Ardenwood Boulevard, Fremont, California 94555 or by telephone
at (510) 796-6100.
-------------------------------
-3-
<PAGE>
THE COMPANY
Mylex designs, develops, produces, and markets high performance disk array
controllers, based on RAID (Redundant Array of Inexpensive Disks) technology,
personal computer system boards, LAN adapters and SCSI host adapters. The
products currently being produced by the Company provide enhanced performance
for International Business Machines ("IBM") and IBM-compatible personal
computers with either single-user or multiple-user servers.
The Mylex disk array products are designed for both internal and external
storage options, and are compatible with the most commonly used operating
systems such as Novell Netware, O/S2 and Windows NT as well as many other
operating systems. The Company produces system boards based on the Intel 80386
("386") microprocessor as well as the Intel 80486 microprocessor ("486"), and
three new peripheral products based on Extended Industry Standard Architecture
("EISA")(1). The Company has also developed new Pentium processor based system
boards (MPEPNTM) which feature an EISA bus or the PCI local bus. The MPEPNTM is
targeted for the high performance server and workstation markets.
All of the Company's primary products are sold in the high-technology
electronic products segment and the Company's customers are original equipment
manufacturers (OEMs), system integrators, value-added resellers (VARs), and
computer distributors and dealers.
The Company continues to dedicate most of its research to products which
offer solutions to the data processing, data storage, and other computer
requirements of the business community. The Company is committed to and
dependent upon continued development of new products as well as enhancement of
existing products.
The Company was incorporated under the laws of the State of Florida in May
1983. In September 1987, the Company moved its headquarters to Fremont,
California.
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(1) EISA (Extended Industry Standard Architecture) is a system architecture
licensed to the Company by Intel Corporation ("Intel"). The license
permits the Company to manufacture, use, lease, import, export, or sell any
product incorporating the EISA patent owned by Intel.
-4-
<PAGE>
RISK FACTORS
In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating the Company and its
business before purchasing the shares offered in this Prospectus.
INTENSE COMPETITION
Numerous companies in the computer industry produce and market system
boards and computer peripheral cards in competition with the Company. In
addition, in its efforts to sell specialized products to distributors, original
equipment manufacturers, and private label users, the Company faces competition
from other system board manufacturers. Many of these manufacturers have
substantially greater financial resources than those of the Company.
Technological advancements and more sophisticated users' needs have created
demands for newer, faster, and more powerful products and applications for
specialized markets such as local area networks (LANs); multi-user, real-time
environments; CAD/CAM; desktop publishing and engineering scientific
workstations. In addition, price competition is intense. This trend has
prompted the Company to broaden its product offerings from only the system board
market to new markets as well.
The market for the Company's more advanced products, such as the disk
array, is also very competitive. Furthermore, there are numerous companies with
established reputations in that market, many of whom have greater financial,
manufacturing, and marketing resources than those of the Company. As the disk
array market is a relatively new one for the Company, there can be no assurance
of continued acceptance of the Company's products.
The Company's ability to compete successfully in either the personal
computer market or the market for its more sophisticated products depends upon
its ability to develop products which obtain market acceptance, which can be
sold at competitive prices while maintaining adequate gross margin levels and
which are proven to be reliable. Although the Company believes that certain of
its products have certain competitive advantages, there can be no assurance that
the Company will be able to compete successfully in the future or that other
companies may not develop products with greater performance or at more favorable
prices and thus reduce the demand for the Company's products. The Company is
dedicated to continuance of its research and development efforts to obtain and
maintain whatever competitive advantages may be available to it.
CUSTOMER CONCENTRATION
The Company's revenue is dependent upon a customer base that is highly
concentrated. The Company's two largest customers, International Business
Machines ("IBM") and Digital Equipment Corporation ("DEC"), collectively
accounted for 57% of the total revenue for the nine month period ended
September 30, 1994. A limited number of customers and customer orders have
accounted for and are likely to continue to account for a substantial portion of
the Company's revenue in any period. The Company has no long-term purchase
commitments from their customers. Accordingly, there can be no assurance that
orders from existing customers will continue at their historical levels, or that
the Company will be able to obtain orders from new customers. Loss of one or
more of the Company's current customers or cancellation or rescheduling of
orders already placed, could materially and adversely affect the Company's
business, operating results and financial condition.
-5-
<PAGE>
DEPENDENCE ON DISK ARRAY CONTROLLER PRODUCTS
Sales of the Company's disk array controller products accounted for 79% of
the Company's net sales for the nine month period ended September 30, 1994.
There can be no assurance that the Company will be able to continue to market
and sell its disk array controller products at the same rate. The Company
expects to encounter price competition for these products and in order to
successfully compete, the Company will have to develop and market new product
lines, particularly new disk array controllers. There can be no assurance that
the Company will be able to develop and introduce such products in a timely
manner or that such products will gain or sustain market acceptance and any such
failure would adversely impact the Company's sales.
MANAGEMENT OF GROWTH
The Company is currently undergoing a period of rapid growth and there can
be no assurance that such efforts can be accomplished successfully. The
Company's net sales for the quarterly period from June 30, 1994 to September 30,
1994, totaled $16,119,100, compared to $11,764,000 for the corresponding period
of fiscal year 1993, an increase of 37%. For the nine month period ended
September 30, 1994, net sales increased 32% to $43,894,100 from $33,135,200
during the corresponding period of fiscal year 1993. Sales increased primarily
due to increased shipments of the Company's disk array controller products
(RAID--Redundant Array of Independent Disks). This expansion will result in a
higher fixed cost structure which will require increased revenue in order to
maintain historical gross margins and operating margins. There can be no
assurance that the Company will obtain the increased orders necessary to
generate sufficient increased revenue. Failure by the Company to manage growth
successfully could materially and adversely affect the Company's business,
operating results and financial condition.
DEPENDENCE ON PROPRIETARY TECHNOLOGY
The Company's future success depends in part upon its proprietary
technology. Although the Company attempts to protect its proprietary
technology, it also believes that its future success will depend upon product
development, technological expertise and distribution channels. There can be no
assurance that the Company will be able to protect its technology, or that
competitors will not be able to independently develop similar technology.
DEPENDENCE ON KEY PERSONNEL
The Company's success depends to a significant degree upon the continued
contributions of its key personnel, many of whom would be difficult to replace
and are not subject to employment or noncompetition agreements. If certain of
these employees were to leave the Company, the Company's business could be
adversely affected. The Company believes its future success will also depend in
large part upon its ability to attract and retain highly skilled engineering,
managerial, sales and marketing personnel. Competition for such personnel is
intense, and there can be no assurance that the Company will be successful in
attracting and retaining such personnel.
-6-
<PAGE>
POSSIBLE VOLATILITY OF STOCK PRICE
The market price of the Company's Common Stock could be subject to wide
fluctuations in response to such factors as, among others, variations in the
Company's anticipated or actual results of operations and market conditions,
which may be unrelated to the Company's operating performance.
SOLE-SOURCE SUPPLIER DEPENDENCE
The Company depends heavily on its suppliers to provide materials on a
timely basis, at a reasonable price, and with suitable credit terms. Although
many of the components for the Company's products are available from numerous
sources at competitive prices, some of the most critically needed components are
available from only one source. In the event that essential components or
additional manufacturing capacity cannot be obtained as required, the Company
could be unable to meet demand for its products, adversely affecting results
from operations. In addition, scarcity of such components could result in cost
increases which could adversely affect the Company's gross margins.
NEED FOR FUTURE FINANCING
The Company presently expects to finance near-term operations and capital
requirements from cash provided by operating activities and from existing cash
balances and borrowings under a revolving bank line of credit. However, there
can be no assurance that the Company will not require outside financing, or if
required, that such financing will be available on terms acceptable to the
Company.
LITIGATION
The Company is party to an arbitration proceeding and a suit filed in the
United States District Court in Atlanta, Georgia that allege breach of contract
and other claims relating to a royalty agreement entered into by the Company
with American Megatrends Inc. ("AMI"). The amount of damages sought by AMI is
unspecified. Preliminary Conferences are currently being held and evidentiary
hearings are scheduled for the end of March. The Company has certain defenses
and counterclaims and intends to continue to defend this action vigorously. It
should be noted, however, that legal proceedings can be unpredictable, and an
unfavorable outcome could have a material adverse effect on the Company's
business and results of operations.
The former Chief Executive Officer of the Company, Dr. M. A. Chowdry, filed
a complaint in the Supreme Court of California, County of Santa Clara, against
the Company and its outside directors on October 13, 1994, claiming breach of an
employment agreement that he entered into with the Company approximately three
months prior to his termination as the Company's Chief Executive Officer. Dr.
Chowdry seeks compensatory and consequential damages of at least $5 million.
The Company believes it has meritorious defenses and will vigorously defend this
lawsuit. Nonetheless, given the unpredictable nature of legal proceedings, no
assurance can be provided that the Company will prevail.
Although there can be no assurance in the results of legal proceedings, the
Company believes that in connection with the above proceedings it does not have
a potential liability that would have a material adverse effect on the Company.
-7-
<PAGE>
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock by
the Selling Stockholders, excluding the warrant exercise.
SELLING STOCKHOLDERS
The Selling Stockholders will hold shares of Common Stock issued or
issuable upon either (i) the conversion of the Company's Convertible
Subordinated Debentures Due 1994 (the "Debentures") or (ii) the exercise of a
Common Stock Purchase Warrant held by the Equity Group, Inc. (the "Equity
Warrant"). The Debentures were issued in a private placement on April 2, 1993.
The Debentures were convertible at any time through the close of business on
December 31, 1994, into shares of Common Stock at a price of $3.875 per share,
subject to adjustment under certain circumstances. The debentures were
converted into 862,061 shares of Common Stock. The registration of the shares
of Common Stock offered for resale hereby is pursuant to a Registration Rights
Agreement dated April 2, 1993 entered into in connection with the original
issuance of the Debentures (the "Registration Rights Agreement").
The Equity Warrant, issued on June 29, 1989, provides for the issuance of
up to 50,000 shares of the Company's Common Stock upon exercise of the Equity
Warrant at the price of $1.75 per share. The registration of the shares of
Common Stock offered for resale hereby under the Equity Warrant is pursuant to
Section 2 of the Warrant (the "Registration Provisions").
The following table lists the Selling Stockholders. Except as otherwise
indicated, none of the Selling Stockholders has held any position, office or
other material relationship with the Company in the last three years.
-8-
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY NUMBER OF SHARES BENEFICIALLY
OWNED PRIOR TO OWNED AFTER
THIS REGISTRATION(1) NUMBER OF THIS REGISTRATION(12)
-------------------------------- SHARES BEING -----------------------------
NAME AND ADDRESS OF SELLING NUMBER OF REGISTERED NUMBER OF
STOCKHOLDERS SHARES PERCENT(2) FOR RESALE SHARES PERCENT(13)
- ------------------------------- ------------- ------------ -------------- ------------- ----------
<S> <C> <C> <C> <C> <C>
Michael Doumani 106,246(7) 0.76% 70,246 36,000 0.24%
531 North Rossmore Avenue
Los Angeles, CA 90004
Ganz Family Foundation, Inc. 7,020 0.05% 7,020 0 0.00%
4200 Biscayne Boulevard
Miami, FL 33137
Khaled Ibrahim(3) 28,918 0.21% 28,918 0 0.00%
c/o George Schisler
31 North Second Street, Suite 210
San Jose, CA 95113
Richard Love(4) 357,739(8) 2.55% 72,739 285,000 1.91%
804 Anacapa Street
Santa Barbara, CA 93101
The Louise D. and Morton J. Macks 7,020 0.05% 7,020 0 0.00%
Family Foundation, Inc.
4750 Owings Mills Boulevard
Owings Mills, MD 21117
Partivest, S.A. 27,166 0.19% 27,166 0 0.00%
P.O. Box 267
CH - 8034 Zurich
Switzerland
Prism Partners I and II 112,325 0.80% 112,325 0 0.00%
909 Montgomery Street
San Francisco, CA 94111
Safa Trust, Inc.(5) 276,759 1.97% 276,759 0 0.00%
555 Grove Street, Suite 230
Herndon, VA 22070
Suzanne's Exempt Trust 50,908(9) 0.36% 25,908 25,000 0.17%
130 Wagner Road
Northfield, IL 60093
Theron Jr.'s Exempt Trust(6) 305,378(10) 2.17% 25,908 279,470 1.87%
246 N. Main Street
Galena, IL 61036
Theron T. Chapman, Jr. Trust(6) 305,378(10) 2.17% 28,470 276,908 1.85%
246 N. Main Street
Galena, IL 61036
George Valente 1,081,418(11) 7.72% 59,218 1,022,200 6.85%
4465 N. El Macero Drive
P.O. Box 2551
El Macero, CA 95618
-9-
<PAGE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY NUMBER OF SHARES BENEFICIALLY
OWNED PRIOR TO OWNED AFTER
THIS REGISTRATION(1) NUMBER OF THIS REGISTRATION(12)
-------------------------------- SHARES BEING -----------------------------
NAME AND ADDRESS OF SELLING NUMBER OF REGISTERED NUMBER OF
STOCKHOLDERS SHARES PERCENT(2) FOR RESALE SHARES PERCENT(13)
- ------------------------------- ------------- ------------ -------------- ------------- ----------
<S> <C> <C> <C> <C> <C>
Zippy's Inc. 462,416 3.30% 51,816 410,600 2.75%
1765 South King Street
Honolulu, Hawaii 96826
The Equity Group, Inc. 50,000 0.36% 50,000 0 0.00%
919 Third Avenue
18th Floor
New York, NY 10022
Mena Estates Inc. 13,530 0.10% 13,530 0 0.00%
555 Grove Street
Suite 230
Herndon, VA 22070
Nap & Co. Inc. 55,018 0.39% 55,018 0 0.00%
2 Hopkins Plaza
Baltimore, MD 21201
- -------------------------
<FN>
(1) Includes the number of shares being registered hereunder for the benefit of
each Selling Stockholder.
(2) As of December 15, 1994, Mylex Corporation has 14,016,395 shares of Common
Stock outstanding.
(3) Khaled Ibrahim was the Company's Chief Financial Officer, but he is no
longer with the Company.
(4) Richard Love currently serves as a director of the Company.
(5) Safa Trust, Inc. is an entity affiliated with M. Yaqub Mirza, who currently
serves as a director of the Company.
(6) Theron T. Chapman, Jr. is the trustee and beneficiary of both the Theron
Jr.'s Exempt Trust and the Theron T. Chapman, Jr. Trust.
(7) Of these 106,246 shares, 10,000 shares are held in Mr. Doumani's IRA,
10,000 shares are held by his wife in her maiden name, 10,000 shares are
held by his mother, and 6,000 shares are held in his brother's IRA.
(8) Richard Love holds 70,000 shares of Mylex Corporation Common Stock in his
own name and 215,000 shares of Common Stock in an IRA. Also, Mr. Love
holds an unexercised, partially vested option for an additional
50,000 shares of Common Stock.
(9) Suzanne C. Hutchins, the beneficiary and co-trustee of Suzanne's Exempt
Trust, owns 25,000 shares of Mylex Corporation Common Stock.
John B. Hutchins is the other co-trustee of Suzanne's Exempt Trust.
(10) Of these 305,378, 95,000 shares are held personally by Theron T. Chapman,
Jr. Mr. Chapman is also the trustee for the following trusts: Theron T.
Chapman, Jr. Trust, Theron Jr.'s Exempt Trust, Baylor F. Chapman Trust
(son), and Suzanne P. Chapman Trust (daughter), which hold 45,000, 25,000
43,000 and 43,000 shares, respectively.
(11) Of these 1,081,418 shares, 339,700 shares are held by Mr. and Mrs. Valente,
347,500 are held in Mr. Valente's IRA, 135,000 shares are held for the
benefit of Mr. Valente's grandson in the Maurow Valente Trust for Jared
Allen Monez, and 200,000 shares are held by Green Valley Ford in an account
of which Mr. Valente is the sole trustee.
(12) Does not include the number of shares being registered hereunder for the
benefit of each Selling Stockholder. Assumption is made for the purpose of
this table that each Selling Stockholder shall sell all of its shares being
registered hereunder.
(13) Applicable percentage ownership is based on 14,016,395 shares of Common
Stock outstanding on December 15, 1994, and 912,061 shares of Common Stock
outstanding after issuance of the Common Stock underlying the Convertible
Subordinated Debentures Due 1994 and the Common Stock Purchase Warrant held
by the Equity Group, Inc.
</TABLE>
-10-
<PAGE>
PLAN OF DISTRIBUTION
The shares of Common Stock covered hereby may be offered and sold from time
to time by the Selling Stockholders. The Selling Stockholders will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. Such sales may be made in the over-the-counter
market or otherwise, at market prices prevailing at the time of the sale, at
prices related to the then prevailing market price or in negotiated
transactions, including pursuant to an underwritten offering or pursuant to one
or more of the following methods: (a) purchases by a broker-dealer as principal
and resale by such broker or dealer for its account pursuant to this Prospectus;
(b) ordinary brokerage transactions and transactions in which a broker solicits
purchasers; and (c) block trades in which a broker-dealer so engaged will
attempt to sell the shares as agent but may take a position and resell a portion
of the block as principal to facilitate the transaction. In effecting sales,
broker-dealers engaged by the Selling Stockholders may arrange for other broker-
dealers to participate. Broker-dealers may receive commissions or discounts
from the Selling Stockholders in amounts to be negotiated immediately prior to
the sale.
In connection with the sale of shares of Common Stock covered hereby,
underwriters or agents may receive compensation from the Selling Stockholders or
from purchasers of the shares of Common Stock covered hereby for whom they may
act as agents, in the form of discounts, concessions or commissions.
Underwriters may sell shares of Common Stock to or through dealers, such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they act
as agents. Underwriters, dealers and agents that participate in the
distribution of shares of Common Stock covered hereby may be deemed to be
underwriters, and any discounts or commissions received by them from the Selling
Stockholders and any profit on the resale of shares of Common Stock by them may
be deemed to be underwriting discounts and commissions under the Securities Act.
The Registration Rights Agreement and the Registration Provisions each
provide that the Company will indemnify the Selling Stockholders against certain
liabilities, including liabilities under the Securities Act.
This offering will terminate on the date on which all shares offered hereby
have been sold by the Selling Stockholders.
-11-
<PAGE>
LEGAL MATTERS
Wilson, Sonsini, Goodrich and Rosati, Professional Corporation, Palo Alto,
California, will opine only as to the validity of the issuance of the shares in
compliance with the law.
EXPERTS
The consolidated financial statements of Mylex Corporation incorporated by
reference in Mylex Corporation's Annual Report (Form 10-K) for the fiscal year
ended December 31, 1994 have been audited by KPMG Peat Marwick 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.
-12-
<PAGE>
- ----------------------------------------- ------------------------------
- ----------------------------------------- ------------------------------
TABLE OF CONTENTS
PAGE
----
Available Information . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . 2
The Company . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . 5 912,061 Shares
Use of Proceeds . . . . . . . . . 8
Selling Stockholders . . . . . . 8
Plan of Distribution . . . . . . 12 MYLEX CORPORATION
Legal Matters . . . . . . . . . . 13
Experts . . . . . . . . . . . . . 13
Common Stock
No dealer, salesperson or other
person has been authorized to give any
information or to make any
representations other than those ----------
contained in this Prospectus, and, if PROSPECTUS
given or made, such information and ----------
representations must not be relied upon
as having been authorized by the Company
or the Selling Stockholders. This
Prospectus does not constitute an offer
to sell or a solicitation of an offer to
buy the shares by anyone in any
jurisdiction in which such offer or
solicitation is not authorized, or in
which the person making the offer or
solicitation is not qualified to do so,
or to any person to whom it is unlawful _________, 1995
to make such offer or solicitation.
Under no circumstances shall the
delivery of this Prospectus or any sale
made pursuant to this Prospectus, create
any implication that the information
contained in this Prospectus is correct
as of any time subsequent to the date of
this Prospectus.
- ----------------------------------------- ------------------------------
- ----------------------------------------- ------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses, all of which will be
paid by the Company in connection with the sale and distribution of the
securities being registered, other than underwriting discounts and commissions,
if any. All of the amounts shown are estimates except the SEC registration fee.
<TABLE>
<S> <C>
SEC registration fee . . . . . . . . . . . . . . . . $ 3,000
Printing and engraving expenses. . . . . . . . . . . 4,000
Legal fees and expenses. . . . . . . . . . . . . . . 20,000
Accounting fees and expenses . . . . . . . . . . . . 10,000
Blue Sky fees and expenses (including legal fees). . 5,000
Transfer agent's and registrar's fees and expenses . 2,000
Miscellaneous expenses . . . . . . . . . . . . . . . 2,000
-------
Total . . . . . . . . . . . . . . . . . . . . $46,000
-------
-------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Bylaws of the Company provide that any officer, director, employee or
agent who was or is made a party or is threatened to be made a party in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the Florida 1989 Business Corporation Act (the "Florida Act") against all
expenses, liability and loss (including all expenses, judgments, fines,
settlements) reasonable incurred or suffered by such person in connection
therewith. Section 607.0850 of the Florida Act authorizes a court to award, or
a corporation's Board of Directors to grant, indemnity to directors and officers
in terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Florida Act. Further, the Company has entered into an
indemnification agreement with its officers and directors, providing such
individuals indemnification to the maximum extent permitted by the Florida Act.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the Florida Act, the foregoing Bylaw provision or any
Indemnification Agreement, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
The Registration Rights Agreement and the Registration Provisions
(Exhibit 4.1 hereto) provide for cross-indemnification of the Selling
Stockholders and the Registrant, its directors and officers for certain
liabilities arising under the Securities Act or otherwise.
II-1
<PAGE>
ITEM 16. EXHIBITS
Exhibit
Number Description
-------- -----------
4.1(1)(2) Registration Rights Agreement dated as of April 2, 1993
by and between Registrant and the holders of the
Debentures.
4.2(1) Registration Provisions contained in the Equity Warrant
dated June 29, 1989.
5.1(1) Opinion of Wilson, Sonsini, Goodrich & Rosati,
Professional Corporation.
23.1 Consent of Independent Auditors.
23.2(1) Consent of Counsel (included in Exhibit 5.1).
-------------------------
(1) Previously filed
(2) Incorporated by reference to exhibits filed in response to Item 14(a),
"Exhibits" of the Company's Annual Report on Form 10-K for the year
ended December 31, 1994.
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:
a. To include any prospectus required by Section 10(a)(3) of
the Securities Act;
b. To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
c. 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;
Provided, however, that paragraphs (a) and (b) above do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") that are incorporated by
reference in the Registration Statement.
II-2
<PAGE>
2. That, for the purpose of determining any liability under the
Securities Act, 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.
Insofar as indemnification for liabilities arising under the Securities Act
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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.
The undersigned Registrant hereby undertakes that (1) for purposes of
determining any liability under the Securities Act, the information omitted from
the form of Prospectus filed as part of this Registration Statement in reliance
upon 430A and contained in a form of Prospectus filed by the Registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
be part of this Registration Statement as of the time it was declared effective
and (2) for the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Mylex Corporation, a corporation organized and existing under the laws of the
State of Florida, 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 Fremont, State of California, on this 18th day
of May 1995.
MYLEX CORPORATION
By:/s/ Al Montross
----------------------------------------
Al Montross
President, Chief Executive Officer
and Director
*Attorney-in-Fact for the signatories
listed below.
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.
SIGNATURE TITLE DATE
- -------------------- ------------------------------------- -------------
Al Montross* President and Chief Executive Officer May 18, 1995
- ------------------- and Director
(Al Montross)
Colleen Meyers* Chief Financial Officer (Principal May 18, 1995
- ------------------- Financial and Accounting Officer)
(Colleen Meyers)
- ------------------- Chairman of the Board
(Ismael Dudhia)
M. Yaqub Mirza* Director May 18, 1995
- -------------------
(M. Yaqub Mirza)
Inder M. Singh* Director May 18, 1995
- -------------------
(Inder M. Singh)
Richard Love * Director May 18, 1995
- -------------------
(Richard Love)
II-4
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Mylex Corporation:
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
San Jose, California
May 23, 1995
