As filed with the Securities and Exchange Commission on January 7, 1997
Registration No. 333-18761
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
AMENDMENT NO. 1
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
OCG TECHNOLOGY, INC.
(Exact name of Registrant as specified in its Charter)
___________________
Delaware 13-2643655
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
450 West 31st Street
New York, New York 10001
(212) 967-3079
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
__________________
Edward C. Levine, President
450 West 31st Street, 11th Floor
New York, New York 10001
(212) 967-3079
(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: As soon as
practicable, and from time to time, 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]
_________________
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Each Class Proposed Maximum Proposed Maximum
of Securities to be Amount to be Offering Price Aggregate Offering Amount of
Registered Registered(1) Per Share(2) Price Registration Fee
- ----------------------- ------------- ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 11,124,403 $1.03125 $11,472,041 $3,476.38
<FN>
(1) Includes 5,776,000 shares reserved for issuance upon exercise of Warrants. See "RECENT DEVELOPMENTS"
and "STOCKHOLDERS' EQUITY".
(2) Estimated solely for the purpose of computing the registration fee. This amount was calculated pursuant
to Rule 457 on the basis of $1.03125 per share of Common Stock, based on the average of the closing bid
and asked prices of the Registrant's Common Stock as quoted on the National Association of Securities
Dealers, Inc. Automated Quotation System on December 20, 1996, a date within five (5) business days prior
to the date of filing this Registration Statement.
</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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
==============================================================================
<PAGE>
PROSPECTUS
OCG TECHNOLOGY, INC.
______________________________
11,124,403 Shares
Common Stock
Par Value $.01 Per Share
______________________________
This Prospectus relates to the offer and sale to the public of
11,124,403 shares of common stock, $.01 par value per share (the "Common Stock")
of OCG Technology, Inc. (the "Company") by certain stockholders of the Company
(the "Selling Stockholders") in the over-the-counter market, at market prices
prevailing at the time of the sale or at prices otherwise negotiated. None of
the proceeds from the sale of these shares of Common Stock will be received by
the Company. The Selling Stockholders and certain persons who purchase shares
from them, including broker-dealers acting as principals who may resell the
shares may be deemed "underwriters", as that term is defined in the Securities
Act of 1933, as amended (the "Securities Act"). See "PLAN OF DISTRIBUTION" and
"SELLING STOCKHOLDERS".
The Company's Common Stock is traded in the over-the-counter market
and prices for the Common Stock are quoted on the National Association of
Securities Dealers, Inc. Automated Quotation System ("NASDAQ") under the NASDAQ
symbol "OCGT". The closing bid price of the Company's Common Stock as reported
by NASDAQ on December 20, 1996 was $1.00. See "PRICE RANGE OF COMMON STOCK AND
DIVIDENDS".
It is anticipated that the Company will maintain a current prospectus
for a period of approximately 24 months from the date hereof. The Selling
Stockholders will pay or assume brokerage commissions or other charges and
expenses incurred in the sale of their shares of Common Stock.
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
(See "RISK FACTORS")
______________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE 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 January 7, 1997.
No person has been authorized to give any information or to make any represen-
tation other than those contained in this Prospectus in connection with the
offering made hereby, and if given or made, such information or representation
must not be relied upon as having been authorized by the Company or by the
Selling Stockholders. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that
information herein is correct as of any time subsequent to the date on the
cover of this Prospectus.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGIS-
TRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECUR-
ITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS
TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFEC-
TIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR BE 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 REGISTRA-
TION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE.
<PAGE>
The Company has informed the Selling Stockholders that the anti-
manipulative rules under the Securities Exchange Act of 1934, Rules 10b-2,
10b-6 and 10b-7 promulgated thereunder, may apply to their sales in the market
and has furnished the Selling Stockholders with a copy of these Rules. The
Company has informed the Selling Stockholders of the need for delivery of copies
of this Prospectus in connection with any sale of securities registered here-
under.
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 and other information with the Securities
and Exchange Commission (the "Commission"). Such reports and other informa-
tion can be inspected and copied at the public reference facilities maintained
by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the following Regional Offices of the Commission: the New York Regional
Office, 7 World Trade Center, 13th Floor, New York, New York 10048; and at its
Chicago Regional Office, Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained
from the Commission at prescribed rates by addressing written requests for such
material to the Public Reference Section of the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a
Web site (http://www.sec.gov) through which the Company's periodic reports and
other information can be retrieved. This Prospectus does not contain all in-
formation set forth in the Registration Statement on Form S-3 (together with
any amendments thereto, the "Registration Statement") and exhibits thereto,
which the Company has filed with the Commission under the Securities Act, and
to which reference is hereby made.
_____________________________
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company with the
Commission are incorporated in this Prospectus by reference:
1. The Annual Report on Form 10-KSB for the fiscal year
ended June 30, 1996.
2. The Quarterly Report on Form 10-QSB for the fiscal
quarter ended September 30, 1996.
All documents and reports filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the securities made
hereby, shall be deemed to be incorporated by reference into this Prospectus and
to be a part hereof from the respective date of filing of each such document or
report. Any statement contained in a document or report incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or super-
seded for purposes of this Prospectus to the extent that a statement contained
herein 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 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 to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person,
a copy of any or all of the documents and reports which are incorporated herein
by reference, other than exhibits to such documents or reports. Such requests
should be addressed to Edward C. Levine, President, OCG Technology, Inc., 450
West 31st Street, 11th Floor, New York, New York 10001. Telephone: (212) 967-
3079.
2
<PAGE>
THE COMPANY
The Company was incorporated under the laws of the State of Delaware
as Data Display Systems, Inc. on July 3, 1969. The Company's principal executive
office is located at 450 West 31st Street, 11th Floor, New York, New York 10001,
and its telephone number is (212) 967-3079.
The Company includes (which, together with its subsidiaries, unless
the context requires otherwise, is referred to as the "Company"): (i) markets,
updates, and expands the PrimeCare(TM) Patient Management System (the
"PrimeCare(TM) System"), a product of PrimeCare Systems, Inc. ("PSI"), a wholly
owned subsidiary of the Company; (ii) markets turnkey computer systems and con-
sulting services (the "MIS Service") to providers of medical services through
Mooney-Edwards Enterprises, Inc. d/b/a Medical Information Systems ("MIS"), a
wholly owned subsidiary of the Company; and (iii) markets, as a service (the
"CIG Service"), a proprietary heart diagnostic instrument, known as the
"Cardiointegraph", which evaluates and interprets the electrical impulses of
the heart. See "RISK FACTORS" and "RECENT DEVELOPMENTS".
A. The PrimeCare(TM) System
- ---------------------------
The principal markets for the PrimeCare(TM) System are primary
care physicians, medical clinics and staff health maintenance organizations.
The PrimeCare(TM) System utilizes the computer to bring efficiency
to the management of a medical practice. The PrimeCare(TM) System: standardizes
the patient record; assures consistency in patient care; creates a patient
database for clinical and outcomes research; offers both local and remote means
for utilization review and quality assurance audits; improves the quality of
care; increases efficiency and productivity of the physician's practice;
automatically generates a health problem list for each patient; incorporates
patient care algorithms and clinical practice guidelines; permits both local
and remote on-line electronic retrieval of patient record and hard copy print
out with appropriate security controls; enables rapid access to important
patient data for clinical care; contains and provides patient education, which
is complaint oriented and medication specific; provides physician education
which is updated periodically. No assurances can be given that a sufficient
number of physicians will contract for, and use, the PrimeCare(TM) System to
ensure its profitability. (See "RISK FACTORS").
In order to maintain a "state of the art" system, the PrimeCare(TM)
System requires continual: updates of medical content; additions and enhance-
ments to expand the scope of the system; and the incorporation of advances in
both hardware and software technology. On September 15, 1995, the Company
entered into an agreement with the New York City based Mount Sinai School of
Medicine ("Mount Sinai") by which Mount Sinai agreed, from time to time, to
update and enhance the medical content of the PrimeCare(TM) System.
B. The MIS Service
- -------------------
The MIS Service is a turnkey computer systems package marketed
to providers of medical services in northern Florida and southern Alabama.
MIS' turnkey packages include hardware, software, staff training and provides
for an annual service contract. In addition to the basic accounts receivable
and insurance billing applications, MIS can provide clients with accounts
payable, general ledger, payroll and word processing programs. MIS' Service
contracts provide for ongoing software upgrades, continuing education and
system maintenance (see "RISK FACTORS"). The turnkey packages sold by MIS
primarily use the Medical Manager ("MM") software program. MIS is a non-
exclusive Florida area dealer for MM. MIS also possesses a state of the
art proprietary software program for medical billing, which was developed
by its former principal shareholders. At the present time, the MIS software
program does not have a formal "Users Guide and Reference Book", a necessary
component for any national marketing strategy.
3
<PAGE>
C. The CIG Service
- -------------------
The Company had previously developed a diagnostic instrument for
the early detection of coronary heart disease, known as the Cardiointegraph,
which takes the electrical impulses generated by a patient during the course
of a conventional electrocardiogram ("ECG") and, through a series of integra-
tions and normalizations, displays these signals in a different visual format,
known as a Cardiointegram ("CIG"). In the Company's opinion, a CIG provides
the examining physician with a method for identifying patients with apparently
normal ECG's who may actually have coronary heart disease. The Cardiointegram
procedure is done at rest, requires less doctor-time and costs significantly
less than the other available methods. Although Cardiointegraphs were sold,
and, although many end-user purchasers (i.e. physicians, corporate and govern-
mental medical departments) appear to have found the Cardiointegraph useful,
the Company has been unable to generate sufficient revenues by such sales to
fund its operations or to operate at a profit. The Company believes that by
marketing the Cardiointegraph technology as a service, with a minimal fee
charged to the physician per CIG generated, could prove to be profitable.
However, marketing the CIG Service has not been appropriately tested, and
there can be no assurance that the CIG Service concept will be accepted by the
medical profession, or that the Company will obtain the capital needed to
market the CIG Service. See "RISK FACTORS".
The Company believes that, over time, it should be able to provide
sufficient working capital from operations through its marketing of the
PrimeCare(TM) System and its marketing of the CIG Service.
RISK FACTORS
1. Losses; Accumulated Deficit. The Company has suffered
losses from operations during each of its last ten fiscal years, and for the
three months ended September 30, 1996. As a result of such losses, the
Company had incurred an accumulated deficit of $18,722,810 through September
30, 1996. The Company is currently operating at a loss, and there can be no
assurance that the Company will operate at a profit in the future.
THE REPORT OF THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
IS QUALIFIED AS TO CERTAIN MATTERS INCLUDING THE COMPANY'S ABILITY TO OPERATE
AS A GOING CONCERN.
2. Impediments to Marketability of the Company's Products.
The financial success of the Company is dependent upon its ability to success-
fully market the PrimeCare(TM) System, the CIG Service, and/or the MIS Service
See "THE COMPANY" and "RECENT DEVELOPMENTS".
The PrimeCare(TM) System. The PrimeCare(TM) System is a new
concept in the management of a medical practice and its success is dependent
upon its acceptance by physicians. Although the PrimeCare(TM) System has been
marketed to and accepted by physicians, there can be no assurance that the
PrimeCare(TM) System will be accepted by a sufficient number of physicians to
ensure its profitability. See "THE COMPANY" and "RECENT DEVELOPMENTS".
The Cardiointegraph. The marketability of the Cardiointegraph as
medical equipment hardware is dependent upon the general acceptance of the
procedure by the medical profession. Although Cardiointegraphs were sold, and
although many end-user purchasers (i.e. physicians, corporate and governmental
medical departments) appear to have found the Cardiointegraph useful, the
Company has been unable to generate sufficient revenues by such sales to fund
its operations or to operate at a profit. The Company believes that lack of
universal reimbursement for the medical profession's use of the Cardiointegraph
has hindered the Company's attempt to sell the Cardiointegraph. The Company
believes that by marketing the Cardiointegraph technology as a service, with
a minimal fee charged to the physician per CIG generated, physicians may be
freed from their general reluctance to purchase medical diagnostic equipment,
4
<PAGE>
such as the Cardiointegraph, which is not reimbursed by Medicare. However,
marketing of the CIG Service has not been appropriately tested, and there can
be no assurance that the CIG Service concept will be accepted by the medical
profession, or that the Company will obtain the capital needed to market the
CIG Service. See "THE COMPANY" and "RECENT DEVELOPMENTS".
The MIS Software. The Company intended to complete the development
of a Users Guide, Reference Book and other marketing tools, and to market the
MIS Service nationally through dealers. The Company altered its planned devel-
opment when it decided to acquire PrimeCare Systems, Inc. The Company decided
that the MIS Service should be interfaced with the PrimeCare(TM) Service, so
that billing by the physician could be automated at the conclusion of the
patient's visit. The Company currently intends to undertake this project if,
and when, it obtains the required funding. However, there can be no
assurance of the national acceptance of the MIS Service by the medical profes-
sion, or that the Company will obtain the funding needed to finance the project.
See "THE COMPANY" and "RECENT DEVELOPMENTS".
3. Competition. The Company has not identified any
competitive patient management system which embodies all the features of the
PrimeCare(TM) System. However, other companies market systems which may have
some of the features of the PrimeCare(TM) System and some companies market
medical office products, but they perform functions different than those per-
formed by the PrimeCare(TM) System.
The Cardiointegraph is a diagnostic instrument which employs a unique
method, parts of which are patented, for the diagnosis of coronary heart
disease. The Company believes that the Cardiointegraph does not compete
directly with any other diagnostic instrument. However, the Cardiointegraph
does compete generally with other diagnostic methods, such as stress testing
and thallium perfusion stress tests.
There can be no assurance that other products will not be developed
by third parties, which products could adversely affect the marketability or
profitability of any or all, of the Company's products, the PrimeCare(TM)
System, the CIG Service and the MIS Service. There can be no assurances that
the Company's products will ever be profitable.
4. Copyrights and Patent Protection. The content of the
PrimeCare(TM) System is protected by copyrights. As to the Cardiointegraph,
the Company's primary patent expired in November 1986. Prior thereto, in June
1985 a new method patent was granted to the Company which expires in the year
2002.
5. Government Regulation. The Company is operating in the
medical field, which is subject to extensive federal, state and local regula-
tions. The Cardiointegraph is considered to be a "device" under the Food, Drug
and Cosmetic Act of 1938, as amended. Although the Company believes that it
complies with all such regulations, it cannot predict the nature or effect of
government regulations that might arise.
6. Liquidity and Capital Needs and Requirements. To date,
the Company has been unable to provide sufficient working capital from
operations, and therefore, to fund its operations, has relied significantly
on its sale of equity interests in the Company, and from loans to it by some
of its officers and shareholders.
To further the goal of marketing the PrimeCare(TM) System and
the CIG Service and, in an effort to expand the operations of the MIS Service,
the Company currently is attempting to obtain needed funds through its sale of
additional equity interests and/or by securing loans, as in the past. No
assurance can be given that the Company, through either the future sale of
equity interests or through loans to it, can raise sufficient funds to enable
the Company to carry out its marketing program. In addition, even if the
5
<PAGE>
necessary funds become available, no assurance can be given as to the sales
levels achievable by the Company, or as to the Company's ability to profitably
market its products. Currently, the Company has no lines of credit. Moreover,
the Company has no outstanding material commitments for capital expenditures.
7. Reliance on Few Products. The Company currently relies on the
marketing of the PrimeCare(TM) System, the CIG Service and the MIS Service for
its potential sales. See "THE COMPANY" and "RECENT DEVELOPMENTS".
8. Reliance Upon Key Personnel. To a substantial extent, the
Company is dependent upon the key personnel of MIS for the future profitability
and success of MIS and to some extent, the Company is dependent upon the key
personnel of PSI for the future profitability and success of PSI. See "THE
COMPANY" and "RECENT DEVELOPMENTS".
9. No Dividend Distributions. The Company has never paid cash
dividends on its Common Stock. Payment of dividends are within the discretion
of the Company's Board of Directors and will depend, among other factors, on
earnings, capital requirements and the operating and financial condition of
the Company. At the present time, the Company's anticipated requirements are
such that it intends to follow a policy of retaining earnings, if any, in
order to finance the development of its businesses.
10. Board of Directors' Power to Create Preferred Stock. On
July 12, 1984, a majority of the stockholders of the Company authorized the
amendment of the Company's Certificate of Incorporation thereby creating a
class of 1,000,000 shares of preferred stock, the relative rights, preferences
and designations of which stock would be determined by the Board of Directors.
As a result, differing series of preferred stock could be created which would
adversely affect the voting power or other rights of the holders of Common
Stock. The Board of Directors of the Company has created and issued 100,000
shares of a Series B Preferred Stock and has created and issued 100,000
shares of a Series E Preferred Stock. The Series B Preferred Stock has recently
been converted into the Company's Common Stock. See "RECENT DEVELOPMENTS" and
"DESCRIPTION OF CAPITAL STOCK - Preferred Stock".
RECENT DEVELOPMENTS
In July 1996, the Company's Board of Directors approved the is-
suance of 1,220,000 warrants to acquire 1,220,000 shares of the Company's
Common Stock at an exercise price of $1.09 per share which expire on July 25,
1999. 560,000 of these warrants were issued to certain of its officers and
directors. (The quoted market price of the Company's Common Stock was not in
excess of the warrant exercise price on the date of issuance.)
On July 30, 1996 the Company entered into an agreement with a con-
sultant whereby the consultant agreed to demonstrate and promote the
PrimeCare(TM) System to parties designated by the Company. The consultant
received 60,000 warrants to acquire 60,000 shares of the Company's Common Stock
at an exercise price of $1.00 per share which expire July 1, 2000. Of these
warrants 5,000 warrants are immediately exercisable and 5,000 are exercisable
each quarter commencing October 1, 1996, while the agreement is in effect. (The
quoted market price of the Company's Common Stock was not in excess of the
warrant exercise price on the date of issuance.)
On June 7, 1996 the Company's Certificate of Incorporation was
amended, increasing the number of its authorized shares of Common Stock from
25,000,000 shares to 50,000,000 shares.
In May 1994, the Board of Directors designated 100,000 shares of
preferred stock as Series B Preferred Stock. These shares were issued in
conjunction with the acquisition of PSI. (See "THE COMPANY"). These shares
6
<PAGE>
were convertible at the option of a minimum of the holders of two-thirds of the
Series B Preferred Stock into ten (10) shares of the Company's Series B Common
Stock, subject to the creation of the Series B Common Stock by a vote of the
Company's stockholders. Thereafter, on June 9, 1996, at the request of all the
Series B Preferred Stockholders, the Company amended and modified its Series B
Preferred Stock Certificate of Designation so as to permit the stockholders,
upon the option of all of such holders and upon the same terms and conditions
as before, to convert all of their shares of Series B Preferred Stock into the
Company's Common Stock, rather than into the Company's Series B Common Stock.
As a result, 100% of such stockholders then converted 100% of their shares of
Series B Preferred Stock into 1,000,000 shares of the Company's Common Stock.
In April 1996, the Company's Board of Directors authorized a
private placement of up to 2,500,000 shares of its Common Stock at a price of
not less than $.75 per share. Pursuant to that offering, the Company sold
415,800 shares for $395,000 in fiscal year 1996 and 421,700 shares for
$365,305 to date in fiscal year 1997.
In fiscal year 1996, the Company amended the exercise price and
the expiration date for certain warrants previously issued to an employee and
to outside consultants. These amendments were deemed to be a new issuance, and
the Company recorded an expense of approximately $91,000 reflecting the excess
of the quoted market price of its shares of Common Stock over the exercise price
of those warrants at the date of amendment. The Company received proceeds of
$90,000 upon the exercise of 225,000 of those warrants.
In April 1995, the Company's Board of Directors approved the
issuance of warrants to acquire 1,671,000 shares of the Company's Common Stock
at an exercise price of $.25 per share which warrants expire in April 1998.
1,150,000 of those warrants were issued to certain officers of the Company. The
right to exercise those warrants was conditioned upon the affirmative vote of
the stockholders of the Company to amend its Certificate of Incorporation to
increase its number of authorized shares of Common Stock from 25,000,000 shares
to 50,000,000 shares, accordingly, the Company had not then reserved shares for
future issuance. In May 1996, the stockholders voted and agreed to amend the
Certificate of Incorporation to effect such amendment. In June 1996, the
Company's Certificate of Incorporation was amended in accordance with the
stockholders' vote and 1,671,000 shares of Common Stock was then reserved for
issuance upon the exercise of these warrants. Thereupon, the Company recorded
approximately $854,000 in expense reflecting the difference between the quoted
market price of its shares of Common Stock, at the respective measurement
date(s) for those warrants, and their exercise price.
In April 1995, the Company's Board of Directors also took the
following actions: (in these instances the quoted market price of the Company's
Common Stock was not in excess of the warrant exercise price at the time of
amendment): (1) Amended the exercise price of 130,000 previously issued
warrants, which expire in January 1997, from $1.00 to $.50. (2) Amended the
exercise price of 350,000 warrants previously issued to a relative of an
officer and director of the Company, with original exercise prices ranging from
$1.50-$1.25, to $.45, and extended the expiration date of these warrants from
June 1995 to June 1997. (3) Extended the expiration date of 1,225,000 warrants,
issued to certain officers and directors of the Company, from November 1995
to November 1997.
In March 1995, the Company's Board of Directors authorized a
private placement of up to 1,500,000 shares of its Common Stock at a price of
not less than $.20 per share to foreign investors. Pursuant to that offering,
the Company sold 1,500,000 shares for $390,000 in fiscal 1995 and fiscal 1996.
Those shares were issued in reliance upon the exemption provisions of Regula-
tion S of the Securities Act of 1933.
7
<PAGE>
In fiscal year 1995, the Company issued warrants to a consultant
which entitled the holder to purchase 100,000 shares of Common Stock at an
exercise price of $.30 per share which warrants expire in October 1997. At
the time of issuance of those warrants, the quoted market price of the Common
Stock was greater than the exercise price of those warrants and accordingly
the Company recognized $17,000 of expense.
In December 1994, the Company authorized a private placement to
foreign investors of up to 1,200,000 shares of its Common Stock at a price
of $.17 per share. In fiscal year 1995, pursuant to that offering the
Company sold 1,117,647 shares for $190,000. These shares were issued in
reliance upon the exemption provisions of Regulation S of the Securities Act
of 1933.
In December 1994, for services rendered to it, the Company issued
2,500 shares of Common Stock valued at $781, the quoted market price of the
stock at the time of issuance.
In fiscal year 1995, upon the exercise of 130,000 warrants, the
Company issued 130,000 shares of Common Stock for $25,000.
8
<PAGE>
STOCKHOLDERS' EQUITY
The following table sets forth the Company's stockholders' equity
as at September 30, 1996, and as adjusted (a) for the sale, after September
30, 1996, in a private placement of 352,300 shares of its Common Stock, (b) for
the issuance of 12,500 of such shares upon the exercise of warrants and (c) for
the issuance of 4,000 of such shares for services rendered by a consultant. See
"RISK FACTORS" and "DESCRIPTION OF CAPITAL STOCK".
<TABLE>
<CAPTION>
As Adjusted
for Sales and
Issuance of
Common Stock
September 30, 1996 thereafter
------------------ -------------
<S> <C> <C>
Stockholders' equity:
Preferred stock, authorized: 1,000,000 shares;
issued: 100,000 Series E shares, $.10 par value
per share, issued and outstanding $ 10,000 $ 10,000
Common stock, $.01 par value per share,
authorized: 50,000,000 shares; issued: 23,232,400
and 23,601,400 (1)(2) 232,324 236,014
Additional paid-in capital 20,453,478 20,758,245
Deficit (18,722,810) (18,722,810)
Unearned Compensation (10,313) (10,313)
-------- --------
1,962,679 2,271,136
Less treasury stock, 12,500 shares at cost (62,500) (62,500)
---------- ---------
Total Stockholders' equity $ 1,900,179 $ 2,208,636
- --------------------------
<F1>
(1) At September 30, 1996, an aggregate of 5,758,000 shares of Common Stock were reserved with respect to the following
warrants, exercisable:
from $.45 to $.50 per share, expiring January 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 705,000
at $.45 per share, expiring June 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250,000
at $.30 per share, expiring October 1997. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000
from $.25 to $.33 per share, expiring November 1997. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,137,500
at $.45 per share, expiring April 1998. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,671,000
from $.40 to $.55 per share, expiring April 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 300,000
at $1.00 per share, expiring August 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15,000
from $.40 to $1.00 per share, expiring between
November and December 1998. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000
from $.40 to $1.00 per share, expiring April 1998. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,000
from $1.38 to $1.53 per share, expiring between
May and June 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20,000
at $1.09 per share, expiring July 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,220,000
from $.98 to $1.62 per share, expiring between
July and December 1999. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30,000
at $1.00 per share, expiring July 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .60,000
------
5,758,500
=========
9
<PAGE>
<F2>
(2) At December 24, 1996, an aggregate of 5,776,000 shares of Common Stock were reserved for issuance with respect
to the following Warrants exercisable:
from $.45 to $.50 per share, expiring January 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 705,000
at $.45 per share, expiring June 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250,000
at $.30 per share, expiring October 1997. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000
from $.25 to $.33 per share, expiring November 1997. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,125,000
at $.45 per share, expiring April 1998. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,671,000
from $.40 to $.55 per share, expiring April 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 300,000
at $1.00 per share, expiring August 1998 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000
from $.40 to $1.00 per share, expiring between
November and December 1998. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000
from $.40 to $1.00 per share, expiring April 1998. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,000
from $1.38 to $1.53 per share, expiring between
May and June 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20,000
at $1.09 per share, expiring July 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,220,000
from $.98 to $1.62 per share, expiring between
July and December 1999. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .60,000
at $1.00 per share, expiring July 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .60,000
------
5,776,000
=========
</TABLE>
10
<PAGE>
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale by
the Selling Stockholders of their shares of Common Stock.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Company's Common Stock is traded on the National Association
of Securities Dealers Automatic Quotation ("NASDAQ") System ("NASDAQ Small
Cap"), under the NASDAQ symbol OCGT. The following table sets forth the
range of high and low closing prices for the Company's Common Stock for the
periods indicated. Prices represent quotations between dealers, without
adjustments for retail markups, markdowns or commissions, and may not
represent actual transactions.
High Low
---- ---
Fiscal Year Ended June 30, 1995
1st Quarter 17/32 1/4
2nd Quarter 1/2 1/4
3rd Quarter 1/2 1/4
4th Quarter 1/2 9/32
Fiscal Year Ended June 30, 1996
1st Quarter 29/32 1/4
2nd Quarter 27/32 13/32
3rd Quarter 7/8 7/16
4th Quarter 1-15/16 23/32
Fiscal Year Ending June 30, 1997
1st Quarter 1-7/8 31/32
2nd Quarter (to December 20, 1996) 1 1-1/16
As of June 30, 1996, the Company had approximately 1,438 record
holders of shares of its Common Stock, including stockholders whose shares
are registered in "nominee" or "street" name. See "STOCKHOLDERS' EQUITY". The
closing bid price per share for the Company's Common Stock, as reported by
the NASDAQ Small Cap on December 20, 1996, was $1.00.
The Company has never paid cash dividends on its Common Stock. Payment of
dividends are within the discretion of the Company's Board of Directors and
will depend, among other factors, on earnings, capital requirements and the
operating and financial condition of the Company. Payment of dividends may
be affected by preferences provided to holders of the Series E Preferred Stock.
See "DESCRIPTION OF CAPITAL STOCK - Preferred Stock". At the present time,
the Company's anticipated requirements are such that it intends to follow a
policy of retaining earnings, if any, in order to finance the development of
its businesses. See "RISK FACTORS".
11
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth the shares of Common Stock of
the Company owned by the Selling Stockholders (including shares reserved
for issuance upon exercise of warrants), the number of shares to be sold
and the number of shares to be owned following such sale.
<TABLE>
<CAPTION>
Shares Owned
Shares Owned Shares to be Following Sale
Name (% of Class) (1) Sold (1) (% of Class)
---- -------------------- ------------ --------------
<S> <C> <C> <C> <C>
Edward L. Alexander (a) 461,000 (1.57%) 461,000 0
Erich Augustin 395,000 (1.34%) 395,000 0
Avon Corporation Limited 197,059 197,059 0
William Benjamin, III 210,000 60,000 150,000
Ernest P. Buxton, III (a) 12,000 12,000 0
Cambridge Consulting Group 129,430 129,430 0
Donald D. Carver (a) 12,000 12,000 0
Martin B. Deutsch 58,900 58,900 0
Diaz Corporation 914,706 (3.11%) 914,706 0
Dolphin Investments Ltd. 850,000 (2.89%) 850,000 0
Gotham Lawrence 40,000 40,000 0
Sydney A. Fitzhugh 3,500 1,500 2,000
W. Jordan Fitzhugh (a)(b) 486,000 (1.65%) 486,000 0
C. Delp Givens, Jr. (a) 12,000 12,000 0
Edward T. Greene 117,700 117,700 0
Gail Grisetti (a) 108,000 108,000 0
Elizabeth Healey 200,000 200,000 0
HealthCare Strategies, Inc. 50,000 50,000 0
Abdul H. Jamaludeen (a)(b) 114,000 112,000 0
Ray L. James (a) 12,000 12,000 0
James L. Kurtz 117,700 117,700 0
Andrew W. Lawrence 8,000 8,000 0
Douglas G. Levine 360,000 (1.22%) 360,000 0
Edward C. Levine 1,138,826 (3.87%) 1,138,826 0
Susan E. Mackel (a) 6,000 6,000 0
Keith Miller (a) 6,000 6,000 0
Eileen McAllister-Alexander (a) 6,600 6,600 0
Sheila A. McClanahan (a) 2,400 2,400 0
E. Lisa Naff 3,500 2,500 1,000
Douglas L. Nelson 6,000 6,000 0
Jeffrey P. Nelson 860,000 (2.93%) 780,000 80,000
Mark E. Nelson 375,000 (1.28%) 335,000 40,000
Carver W. Nebbe 22,100 15,000 7,100
Charity A. Nebbe 22,100 15,000 7,100
Dennis Nebbe 202,900 130,000 72,900
Nathan J. Nebbe 41,650 20,000 21,650
Norfolk Corporation Ltd. 390,000 (1.33%) 390,000 0
Jana Olson-Collins 8,000 8,000 0
Seth Oppenheim (a) 6,000 6,000 0
Richard Priore 100,000 100,000 0
Jarema S. Rakoczy 431,450 (1.47%) 350,000 81,450
John Reynolds 25,000 25,000 0
Daniel A. Rockmore (b) 350,000 (1.19%) 350,000 0
Riverside Healthcare Association, Inc. (a) 50,000 50,000 0
Abraham and Rose Scharf 29,000 29,000 0
Richard S. Scharf 29,000 29,000 0
Bethany Spielman (a) 6,000 6,000 0
R. Michael Staron 2,500 2,500 0
John R. Stephens (a) 12,000 12,000 0
Wynne B. Stern, Jr. 500,000 (1.70%) 500,000 0
Louis E. Teichholz 500,000 (1.70%) 500,000 0
T. Eugene Temple (a) 12,000 12,000 0
Paul Tongue 50,000 50,000 0
Arnold Vedrin 15,000 15,000 0
Westland Corporation Ltd. 634,200 (2.16%) 634,200 0
Mary C. Williams 500 500 0
Franklyn R. Wilson 521,000 (1.77%) 521,000 0
Woodcroft Limited 355,882 (1.21%) 355,882 0
_______________________________
<F1>
(1) Includes shares reserved for issuance upon exercise of warrants. See "RECENT DEVELOPMENTS".
</TABLE>
Of the Selling Stockholders named above, the nature of the position,
office, or other material relationship which any such Selling Stockholder has
had within the past three years with the Company or any of its predecessors
or affiliates is as follows: (i) Edward C. Levine is its President and a
Director; (ii) Erich W. Augustin is an Executive Vice President, Chief
Financial Officer and Director; (iii) Jeffrey P. Nelson is the Secretary
and a Director; (iv) Jarema S. Rakoczy is a Vice President of a subsidiary
and a Director; (v) Wynne B. Stern, Jr. is Counsel; (vi) A shareholder and
officer of Masterdisk Corporation is the son of the President of the Company;
(vii) Louis Evan Teichholz is a member of the Company's Medical Advisory
Board; (viii) Mark E. Nelson is the brother of Jeffrey P. Nelson; (ix)
Andrew W. Lawrence is a former consultant to the Company; (x) those whose name
is followed by an "(a)", are former directors, officers and/or stockholders of
PSI, who acquired Common Stock primarily in exchange for their share holdings
in PSI; and (xi) those whose name is followed by a "(b)", are currently officers
of PSI.
DESCRIPTION OF CAPITAL STOCK
Common Stock
- ------------
The Company is authorized to issue 50,000,000 shares of Common Stock.
Each holder of Common Stock is entitled to one vote at all stockholders' meet-
ings. No share of Common Stock is entitled to any preference over any other
share, and each share of Common Stock is equal to every other share of Common
Stock in all respects. There are no preemptive rights to purchase additional
shares by virtue of the fact that a person is a stockholder of the Company.
Stockholders do not have the right to cumulate their votes for the election of
directors. Accordingly, the holders in the aggregate of shares in excess of
50% of the outstanding shares of Common Stock (and Series E Preferred Stock- see
below) can elect all of the members of the Company's Board of Directors.
Holders of Common Stock are entitled to such dividends as may be declared from
time to time by the Board of Directors in its discretion, on a ratable basis,
out of funds legally available therefor, and to a pro rata share of all assets
available for distribution upon liquidation, dissolution or the winding up of
the affairs of the Company. Payments of dividends and/or distributions in
13
<PAGE>
respect of the Common Stock can only be made if funds for the same are available
after payment (or provisions for such payment) has been made in respect of
Preferred Stock. See "DESCRIPTION OF CAPITAL STOCK - Preferred Stock."
Continental Stock Transfer & Trust Company is the transfer agent and
registrar for the Common Stock.
Preferred Stock
- ---------------
The Company is authorized to issue 1,000,000 shares of Preferred Stock,
$.10 par value per share, which shares may be issued by the Board of Directors
(herein, the "Board") in series, each series having such voting powers, desig-
nations, preferences, rights, qualifications, limitations and restrictions as
may be deemed appropriate by the Board, without the necessity of further stock-
holder action, except to the extent required by the Certificate of Incorpora-
tion, the General Corporation Law of the State of Delaware or other applicable
laws and regulations. The Board has designated 100,000 shares as Series E
Preferred Stock of which the preferences and other rights, and the qualifica-
tions, limitations or restrictions thereof, include the following: (1) the
shares are nonconvertible; (2) the holders shall have the right to vote for any
purpose on the same basis as the holders of the Company's Common Stock; (3) div-
idends shall not be cumulative and shall be distributable out of the aggregate
of all cash dividends declared by the Company in any year, and shall be calcu-
lated as follows: the aggregate amount of all cash dividends declared and to
be distributed by the Company to all classes of its stockholders in a fiscal
year shall be multiplied by a fraction, the (A) numerator of which shall be an
amount equal to fifty (50%) percent of the net profits of the Company's subsid-
iary, MIS, for the prior fiscal year; and the (B) denominator of which shall be
the sum of the said net profits of the Company (including those of MIS) for such
prior fiscal year; (4) the shares may be redeemed, in whole or in part, at the
option of the Company, at the price of $30.00 per share, plus all accrued and
unpaid dividends thereon, at any time commencing three years after the date of
issuance. On June 25, 1992, 100,000 shares of Series E Preferred Stock were
issued in conjunction with the acquisition of MIS (see "THE COMPANY").
PLAN OF DISTRIBUTION
The shares offered hereby are being sold by the Selling Stockholders
acting as principal for each of their own accounts. The Company will receive
none of the proceeds from this offering.
The distribution of the shares offered hereby by the Selling Stockholders
is not subject to any underwriting agreement. The Company expects that the
Selling Stockholders will sell their shares covered by this Prospectus through
customary brokerage channels, either through broker-dealers acting as agents
or brokers for the seller, or through broker-dealers acting as principals, who
may then resell the shares in the over-the-counter market, or at private sale
or otherwise, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Selling
Stockholders may effect such transactions by selling their shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Stockholders
and/or the purchasers of the shares offered hereby for whom they may act as
agent (which compensation may be in excess of customary commissions). The
Selling Stockholders and any broker-dealers that participate with the Selling
Stockholders in the distribution of shares offered hereby may be deemed to be
underwriters and any commissions received by them might be deemed to be
underwriting discounts and commissions under the Securities Act.
One or more supplemental prospectuses will be filed pursuant to Rule 424
under the Securities Act to describe any material arrangements for the resale
14
<PAGE>
of the shares offered hereby when such arrangements are entered into by the
Selling Stockholders and any broker-dealers that participate in the distribution
of the said shares.
The Selling Stockholders are not restricted as to the price or prices at
which they may sell their shares of Common Stock. Sales of such shares at less
than the market prices may depress the market price of the Company's Common
Stock. Moreover, none of the Selling Stockholders, except Messrs. Edward C.
Levine, Jeffrey P. Nelson, Jarema S. Rakoczy, Erich W. Augustin, Daniel A.
Rockmore, W. Jordan Fitzhugh and Abdul H. Jamaludeen (who are affiliates of the
Company) and Edward Alexander, is restricted as to the number of shares of
Common Stock which may be sold by them at any one time, and it is possible that
a significant number of shares of Common Stock could be sold at the same time
which may also have a depressive effect on the market price of the Company's
Common Stock. However, it is anticipated that the sale of the shares of Common
Stock offered hereby will be made over the approximately twenty-four month
period commencing with the date of this Prospectus.
LEGAL MATTERS
Legal matters in connection with the validity of the issuance of the
securities offered hereby will be passed upon for the Company by Wynne B.
Stern, Jr., 342 Madison Avenue, Suite 1002, New York, New York 10173, as
counsel. Mr. Stern owns, and has warrants to purchase, shares of Common Stock.
See "SELLING STOCKHOLDERS" and "RECENT DEVELOPMENTS."
EXPERTS
The consolidated balance sheets of OCG Technology, Inc. and its subsidi-
aries, as of June 30, 1996 and 1995, and the related consolidated statements
of operations, stockholders' equity and cash flows for each of the periods
then ended, and the related financial statement schedules included in the
Company's Annual Report on Form 10-KSB for the year ended June 30, 1996, in-
corporated by reference in this Prospectus, have been audited by Dalessio,
Millner & Leben LLP, independent certified public accountants, whose qualified
report thereon, (which includes an explanatory paragraph regarding the ability
of the Company to continue as a going concern), also is incorporated by refer-
ence in this Prospectus, and have been incorporated herein in reliance upon
the report of Dalessio, Millner & Leben LLP given upon the authority of said
firm as experts in accounting and auditing.
15
<PAGE>
============================== ==================================
No person has been
authorized to give any infor-
mation other than those
contained or to make any 11,124,403 Shares
representations in connection
with this Offering other than
those contained or
incorporated by reference in
this Prospectus or in any
Prospectus Supplement, and, if
given or made, such other OCG TECHNOLOGY, INC.
information or representations
must not be relied upon as
having been authorized by the
Company. This Prospectus, or
any Prospectus Supplement,
does not constitute an offer
to sell or a solicitation of
an offer to buy any securities Common Stock
other than the registered sec-
urities to which it relates or
an offer to any person in any
jurisdiction or in any circum-
stances in which such offer or
solicitation will be unlawful.
Neither the delivery of this
Prospectus, or any Prospectus -----------------------
Supplement, nor any sale made PROSPECTUS
hereunder, or thereunder, -----------------------
shall, under any circum-
stances, create any
implication that there has
been no change in the affairs
of the Company since the date
hereof, or thereof, or that
the information contained
herein, or therein, is correct
as of any time subsequent to
its date.
___________________
TABLE OF CONTENTS
Page
Available Information. . . . . 2
Documents Incorporated
by Reference . . . . 2
The Company. . . . . . . . . . 3
Risk Factors . . . . . . . . . 4
Recent Developments. . . . . 6 January 7, 1997
Stockholders' Equity . . . . . 9
Use of Proceeds. . . . . . . . 11
Price Range of Common Stock
and Dividends . . . 11
Selling Stockholders . . . . . 12
Description of Capital Stock . 13
Plan of Distribution . . . . . 14
Legal Matters. . . . . . . . . 15
Experts. . . . . . . . . . . . 15
___________________
Until February 1, 1997
(25 days after the date of
this Prospectus), all dealers
effecting transactions in the
registered securities, whether
or not participating in this
distribution, may be required
to deliver a Prospectus. This
is in addition to the
obligation of dealers to
deliver a Prospectus when
acting as underwriters and
with respect to their unsold
allotments or subscriptions.
=============================== ==================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM. 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
-------------------------------------------
The Company will bear all costs and expenses in connection with
the sale and distribution of the shares being registered. The
following table sets forth the costs and expenses of the sale of
such shares:
Description Amount
Securities and Exchange Commission filing fee $3,476.38
Legal and accounting fees $1,000*
Miscellaneous $1,000*
- ------------------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
The Registrant is a Delaware corporation. Section 145 of the
Delaware General Corporation Law generally provides that a corporation
is empowered to indemnify any person who is made a party to a proceeding or
threatened proceeding by reason of the fact that he is or was a director,
officer, employee or agent of the corporation or was, at the request of the
corporation, serving in any of such capacities in another corporation or
other enterprise. This statute describes in detail the right of a Delaware
corporation to indemnify any such person. Article Tenth of the Registrant's
amended Certificate of Incorporation provides:
No director shall be personally liable to the corporation
or its stockholders for monetary damages for any breach
of fiduciary duty by such director as a director, except
(i) for breach of the director's duty of loyalty to the
corporation or its stockholders (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant
to Section 174 of the Delaware General Corporation Law,
or (iv) for any transaction from which the director
derived an improper personal benefit. If the Delaware
General Corporation Law is amended after approval by the
stockholders of this provision to authorize corporate
action further eliminating or limiting the personal
liability of directors, then the liability of any
director of the Corporation shall be eliminated or
limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended. Any repeal or
modification of the foregoing paragraph by the stockhold-
ers of the corporation shall not adversely affect any
right or protection of a director of the Corporation
existing at the time of such appeal or modification.
Article VI of the By-laws, as amended, of the Registrant provides
generally for indemnification of all such directors, officers,
employees and agents to the full extent permitted under the
above-referenced section 145 of Delaware General Corporation Law.
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 Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities
II-1
<PAGE>
Act and is, therefore, unenforceable. In the event that a claim for indemni-
fication against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or proceeding)
is asserted against the Registrant by such director, officer or controlling
person in connection with the shares 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.
ITEM 16. EXHIBITS
--------
Exhibit No. Description
- -------------- -----------
3.1(a)** Certificate of Incorporation of Registrant filed
July 3, 1969 (incorporated by reference to Exhibit
3.1(a) to the Annual Report on Form 10-K for the
Year ended June 30, 1985).
3.1(b)** Certificate of Amendment of Certificate of
Incorporation filed March 28, 1973 (incorporated by
reference to Exhibit 3.1(b) to the Annual Report on
Form 10-K for the Year ended June 30, 1985).
3.1(c)** Certificate of Ownership and Merger filed June 21,
1974 (incorporated by reference to Exhibit 3.1(c)
to the Annual Report on Form 10-K for the Year
ended June 30, 1985).
3.1(d)** Certificate of Change of Agent and Location of
Registrant filed December 16, 1976 (incorporated by
reference to Exhibit 3.1(d) to the Annual Report on
Form 10-K for the Year ended June 30, 1985).
3.1(e)** Certificate of Amendment of Certificate of
Incorporation filed December 26, 1985 (incorporated
by reference to Exhibit 3.1(e) to the Annual Report
on Form 10-K for the year ended June 30, 1987).
3.1(f)** Certificate of Resolutions Creating Series A
Convertible Preferred Stock filed January 23, 1986
(incorporated by reference to Exhibit 3.1(f) to the
Annual Report on Form 10-K for the year ended June
30, 1987).
3.1(g)** Certificate of Correction filed to Correct A
Certain Error in the Certificate of Amendment of
the Certificate of Incorporation filed March 26,
1986 (incorporated by reference to Exhibit 3.1(g)
to the Annual Report on Form 10-K for the year
ended June 30, 1987).
3.1(h)** Certificate of Correction filed to Correct Certain
Errors in the Certificate of Stock Designation
filed March 26, 1986 (incorporated by reference to
Exhibit 3.1(h) to the Annual Report on Form 10-K
for the year ended June 30, 1987).
3.1(i)** Certificate of Amendment of Certificate of
Incorporation filed August 18, 1987 (incorporated
by reference to Exhibit 3.1(i) to the Annual Report
on Form 10-K for the year ended June 30, 1988).
3.1(j)** Certificate of Change of Agent and Location of
Registrant filed April 9, 1991 (incorporated by
reference to Exhibit 3.1(j) to the Annual Report on
Form 10-K for the Year ended June 30, 1991).
II-2
<PAGE>
3.1(k)** Certificate of Resolutions Creating Series E
Convertible Preferred Stock filed June 19, 1992
(incorporated by reference to Exhibit 3.1(k) to the
Annual Report on Form 10-K for the year ended June
30, 1992).
3.1(l)** Certificate of Correction filed to Correct Certain
Errors in the Certificate of Amendment of the
Certificate of Incorporation filed June 19, 1992
(incorporated by reference to Exhibit 3.1(l) to the
Annual Report on Form 10-K for the year ended June
30, 1992).
3.1(m)** Certificate of Amendment of Certificate of Incorpor-
ation filed June 7, 1996 (incorporated by reference
to Exhibit 3(i).10 to the Annual Report on Form 10-KSB
for the year ended June 30, 1996).
3.1(n)** Certificate of Resolutions Creating Series B Convert-
ible Preferred Stock filed May 3, 1994 (incorporated
by reference to Exhibit 4 to the Current Report on
Form 8-K filed June 1, 1994).
3.1(o)** Certificate of Amendment No.1 Filed to Modify the
Certificate of Designation Creating Series B Preferred
Stock filed August 30, 1996 (incorporated by reference
to Exhibit 4.5 to the Annual Report on Form 10-KSB for
the year ended June 30, 1996).
3.2** By-laws of Registrant (incorporated by reference to
Exhibit 3.2 to the Annual Report on Form 10-K for the
Year ended June 30, 1985).
5 * Opinion of Wynne B. Stern, Jr.
23.1 ** Consent of Dalessio, Millner & Leben.
23.2 * Consent of Wynne B. Stern, Jr. (included in Exhibit 5)
-------------------
* Filed herewith
** Previously Filed
ITEM 17. UNDERTAKINGS
------------
See Item 15.
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement (other than as
provided in instructions to Item 512(a)(1) of Regulation S-K)
provided, however, that the undertakings set forth in paragraphs
(1)(i) and (1)(ii) above do not apply if the Registration
Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
II-3
<PAGE>
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such 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.
(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.
(4) 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.
(5) That, 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 Rule
430A and contained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this Registration Statement as of
the time it was declared effective.
(6) That, 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 Securities and Exchange 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 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned, there-
unto duly authorized, in the City of New York, State of New York, on January 7,
1997.
OCG TECHNOLOGY, INC.
By: /s/Edward C. Levine
-----------------------------
Edward C. Levine, President
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/Edward C. Levine
- -------------------
Edward C. Levine President and Director January 7, 1997
/s/Jeffrey P. Nelson
- --------------------
Jeffrey P. Nelson Secretary and Director January 7, 1997
/s/Jarema S.Rakoczy
- --------------------
Jarema S. Rakoczy Vice President and January 7, 1997
Director
/s/Erich W. Augustin
- ---------------------
Erich W. Augustin Executive Vice President and January 7, 1997
Director (Principal Financial
and Accounting Officer)
II-5
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
5 * Opinion of Wynne B. Stern, Jr.
23.1 ** Consent of Dalessio, Millner &
Leben
23.2 * Consent of Wynne B. Stern, Jr.
------------------
* Filed herewith
** Previously filed
II-6
Wynne B. Stern, Jr.
Attorney At Law
342 Madison Avenue, Suite 1002
New York, New York 10173
Telephone: (212) 808-0042
Telecopier: (212) 808-0065
January 6, 1997
OCG Technology, Inc.
450 West 31st Street
11th Floor
New York, New York 10001
Attn: Edward C. Levine
Re: OCG Technology, Inc. (the "Company")
Registration Statement on Form S-3, as Amended
Gentlemen:
At your request, we have examined the form of the Registration
Statement on Form S-3 filed with the Securities and Exchange
Commission (the "SEC") on December 24, 1996, and Amendment No. 1
thereto to be filed with the SEC on or about January 7, 1997
(collectively, the "Registration Statement"), in connection with
the registration under the Securities Act of 1933, as amended, of
11,124,403 shares of the Common Stock, $.01 par value per share
(the "Stock").
In rendering the following opinion, we have examined and
relied only upon the documents and certificates of officers and
directors of the Company as are specifically described below. In
our examination, we have assumed the genuineness of all signatures,
the authenticity, accuracy and completeness of the documents
submitted to us as originals, and the conformity with the original
documents of all documents submitted to us as copies. Our
examination was limited to the following documents and no others:
1. Certificate of Incorporation of the Company, as
amended to date.
2. By-Laws of the Company, as amended to date.
3. Resolutions adopted by the Board of Directors of the
Company.
4. The Company's most recent Annual Report on Form
10-KSB.
5. The Company's most recent Annual Report on Form
10-QSB.
6. Certain corporate books and records.
7. Officer and Director representation letters.
We have not undertaken, and do not intend to undertake, any
independent investigation beyond such documents and records, or to
verify the adequacy or accuracy of such documents and records.
Based on the foregoing, it is our opinion that the Stock which
has been issued and which will be issued upon due exercise of the
warrants and payment therefor, subject to the effectiveness of the
Registration Statement and compliance with applicable blue sky
laws, is, and will be, duly and validly authorized, fully-paid and
non-assessable.
We express no opinion as to compliance with the securities or
"blue sky" laws of any state in which the Stock is proposed to be
offered and sold or as to the effect, if any, which noncompliance
with such laws might have on the validity of issuance of the Stock.
We hereby consent to the filing of this opinion as an exhibit
to any filing made with the Securities and Exchange Commission or
under any state of other jurisdictions' securities act for purposes
of registering, qualifying or establishing eligibility for an
exemption from registration or qualification of the Stock in
connection with the offering described in the Registration
Statement. Other than as provided in the preceding sentence, this
opinion (i) is addressed solely to you; (ii) may not be relied upon
by any other party; (iii) covers only matters of Federal law, and
nothing in this opinion shall be deemed to apply any opinion
related to the laws of any other jurisdiction; (iv) may not be
quoted or reproduced or delivered by you to any other person; and
(v) may not be relied upon by you or anyone else for any other
purpose whatsoever. Nothing herein shall be deemed to relate to or
constitute an opinion concerning any matters not specifically set
forth above.
By giving you this opinion and consent, we do not admit that
we are an expert with respect to any part of the Registration
Statement or any Prospectus within the meaning of the term "expert"
as used in Section 7 of the Securities Act of 1933, as amended, or
the Rules and Regulations of the Securities and Exchange Commission
promulgated thereunder.
The information set forth herein is as of the date of this
letter. We disclaim any undertaking to advise you of changes which
may be brought to our attention after the effective date of the
Registration Statement.
Very truly yours,
/s/ Wynne B. Stern, Jr.
