<PAGE> 1
As Filed with the Securities and Exchange Commission on July 8, 1996
Registration No. 33-89398
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------
ABC DISPENSING TECHNOLOGIES, INC.
(F/K/A) AMERICAN BUSINESS COMPUTERS CORPORATION
(Exact name of Registrant as specified in its charter)
FLORIDA 59-2001203
- ------------------------------- -----------------------------------
(state or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
451 Kennedy Road
Akron, Ohio 44305
(330) 733-2841
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
GARY T. SALHANY
Treasurer
451 Kennedy Road
Akron, Oh
(330) 733-2841
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
Lee A. Albanese, Esq.
St. John & Wayne
245 Park Avenue
New York, New York 10167-4498
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: 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 ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
Page 1 of 18 Pages
<PAGE> 2
PROSPECTUS
ABC DISPENSING TECHNOLOGIES, INC.
(F/K/A AMERICAN BUSINESS COMPUTERS CORPORATION)
2,051,000 Shares of Common Stock
The securities of ABC Dispensing Technologies, Inc. (the "Company"), to
which this Prospectus relate include the following (collectively, the
"Securities"):
1,000,000 shares of the Company's Common Stock, $.01 par
value per share ("Common Stock") issuable by the Company (the
"Warrant Shares") upon exercise of Common Stock Purchase
Warrants (the "Warrants"); and
1,051,000 shares of Common Stock offered by certain of the
Selling Securityholders (the "Selling Securityholder
Shares"), 275,000 of which are issuable upon exercise of
stock option agreements ("Options") granted to a director of
the Company and a Vice President of a subsidiary of the
Company.
The Warrant Shares being offered hereby by the Company are being
offered to permit the issuance of registered stock upon the exercise of the
Warrants. Additionally, the shares of Common Stock offered by the Selling
Securityholders may be sold from time to time by the Selling Securityholders or
by their pledgees, transferees or other successors-in-interest, in the
over-the-counter market or otherwise, at prices and on terms then prevailing or
at prices related to the then current market price, or in privately negotiated
transactions. The Selling Securityholders and any broker-dealers, agents or
underwriters that participate with the Selling Securityholders in the
distribution of the Securities may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended, (the "Act") and any
commission received by them and any profit on the resale of the Securities
purchased by them may be deemed to be underwriting commissions or discounts
under the Act. See "Plan of Distribution."
Additionally, this Prospectus has been prepared for use, with the
prior consent of the Company, by certain holders of the Warrants and the
Options, who will acquire shares of Common Stock upon exercise and who may wish
to sell such shares in transactions in which they may (because of their
relationship to the Company) be deemed to be underwriters within the meaning of
the Act.
The Company's Common Stock is presently listed on the National
Association of Securities Dealers Automated Quotation ("NASDAQ") Small Cap
Market System under the symbol "ABCC." The closing price for the Common Stock
as reported by NASDAQ on July 3, 1996 was $1.50.
Other than the proceeds equal to the exercise price of the Warrants
exercised, the Company will receive no cash proceeds from the distribution of
the Securities offered hereby.
This Prospectus also relates to such additional shares of Common Stock
which may be issuable pursuant to the anti-dilution provisions of the Warrants
and the Options, which shares are being registered pursuant to Rule 416
promulgated under the Act.
SEE "RISK FACTORS" FOR CERTAIN MATTERS TO BE
CONSIDERED BY PROSPECTIVE INVESTORS.
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 COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE DATE OF THE PROSPECTUS IS____________, 1996
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AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-3 (together
with all amendments thereto referred to herein as the "Registration Statement")
under the Act, with the Securities and Exchange Commission (the "Commission")
covering the shares of Common Stock being offered by this Prospectus. This
Prospectus does not contain all the information set forth or incorporated by
reference in the Registration Statement and the exhibits and schedules relating
thereto, certain portions of which have been omitted as permitted by the rules
and regulations of the Commission. For further information with respect to the
Company and the securities offered by this Prospectus, reference is made to the
Registration Statement and the exhibits and schedules thereto which are on file
at the offices of the Commission and may be obtained upon payment of the fee
prescribed by the Commission, or may be examined without charge at the offices
of the Commission. Statements contained in this Prospectus as to the contents
of any contract or other documents referred to are not necessarily complete,
and are qualified in all respects by such reference.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports, proxy and information statements and other
information with the Commission. Such reports, proxy and information statements
and other information can be inspected and copied at the public reference
facilities maintained by the Commission at Judiciary Plaza, Room 1024, 450
Fifth Street N.W., Washington, D.C. 20549; and at the regional offices of the
Commission at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; and 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such material can be obtained from the Public Reference
Section of the Commission, in Washington, D.C. 20549, at prescribed rates.
--------------------------
No person is authorized in connection with the offering made by this
Prospectus to give any information or to make any representations not contained
or incorporated by reference in this Prospectus, and any information or
representation not contained or incorporated by reference in this Prospectus
must not be relied upon as having been authorized by the Company. This
Prospectus is not an offer to sell, or a solicitation of an offer to buy, by
any person in any jurisdiction in which it is unlawful for that person to make
an offer or solicitation. Neither the delivery of this Prospectus nor any sale
made under this Prospectus shall, under any circumstance, create any
implication that the information in this Prospectus is correct as of any time
subsequent to the date of this Prospectus.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 0-14922)
pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended April 29, 1995, as amended by the Company's Proxy Statement
referred to in Item 3 below.
2. The Company's Quarterly Reports on Form 10-Q for each of the
quarters ended July 29, 1995, October 28, 1995 and January 27,
1996.
3. The Company's definitive Proxy Statement dated January 30, 1996
for its Annual Meeting of Shareholders held on March 1, 1996.
4. All other reports filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination
of the offering, since the date of this Prospectus.
5. The information set forth under the heading "Description of
Common Stock" in the Company's registration statement on Form 8-A
filed with the Commission under the Exchange Act on August 22,
1986.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15 of the Exchange Act prior to the termination of this
offering shall be deemed to be incorporated by reference in this Prospectus and
to be a part of this Prospectus from the date of filing thereof.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modified or superseded such statement. Any such statement so modified or
superseded shall not be deemed, except as modified or superseded, to constitute
part of the registration statement or this Prospectus for purposes of the Act.
The Company will provide, without charge, to each person to whom this
Prospectus is delivered, upon written or oral request of that person, a copy of
all documents incorporated by reference into the Registration Statement of
which this Prospectus is a part, other than exhibits to those documents (unless
such exhibits are specifically incorporated by reference into such documents).
Requests for such documents should be directed to: ABC Dispensing Technologies,
Inc., 451 Kennedy Road, Akron, Ohio 44305, Attention: Gary T. Salhany,
Treasurer (telephone (330) 733-2841).
RECENT DEVELOPMENTS
On May 21, 1996, the Company changed its name from "American
Business Computers Corporation" to "ABC Dispensing Technologies, Inc." as a
more accurate description of the Company's business.
In April 1996, the Company effected a private placement of 291,667
shares of its Common Stock to foreign investors pursuant to Regulation S
promulgated under the Act. The Common Stock was sold at a price of $1.20 per
share or $350,000 in the aggregate. After deducting finder's fees and legal
fees and expenses incurred by the Company associated with such private
placement of approximately $45,000, the net proceeds to the Company were
approximately $305,000.
The Company is actively seeking additional private placement
opportunities with domestic and/or foreign investors in an effort to raise
approximately $2,000,000 to satisfy its short-term working capital
requirements.
In an effort to address its current liquidity constraints, the Company
has restructured its indebtedness with The Mezzanine Financial Fund, L.P.
(which is affiliated with Mr. Pearlman, the Company's Chairman) such that the
Company will issue 125,000
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shares of Common Stock (currently registered under the Act; see "Risk Factors -
Shares Eligible for Future Sale") to Mezzanine in satisfaction of interest
charges through August 1996 and approximately $150,000 of outstanding principal
(which as of June 1, 1996 was $500,000). Additionally, 10% of the net proceeds
to the Company of any private placement of the Company's securities will be
applied to the reduction of the principal amount of the loan, plus an
additional 5% of any such net proceeds exceeding $1.5 million dollars. For a
description of the Mezzanine credit facility, see the Company's Definitive
Proxy Statement dated January 30, 1996 -- "Certain Transactions Involving
Management."
During May 1996, the Company agreed to satisfy an approximately
$74,600 obligation to a law firm which represented the Company in connection
with securities litigation, by issuing approximately 49,700 shares of its
Common Stock (currently registered under the Act) see "Risk Factors -- Shares
Eligible for Future Sale."
The Company currently has an approximately $8,500,000 backlog which is
not expected to impact the Company's revenue until later in the first quarter
of 1997 and thereafter. Processing of this backlog has been delayed by the
Company pursuant to requests from its customers so as to coincide with later
than expected roll out dates for the applicable customer projects.
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THE COMPANY
The Company designs proprietary dispensing systems which dispense and
blend liquids, powders and other ingredients to a uniform and high degree of
accuracy. The Company also custom designs and manufactures its own proprietary
dispensing equipment to meet the needs of its customers, using standard
micro-processors. The Company's technology is protected by a growing patented
copyright portfolio. The Company has twenty-six (26) issued patents, with an
additional fourteen (14) filed and pending. The Company's long-term objective
is to be a worldwide source of dispensing technology possessing substantial
marketing capabilities consisting of industry-specific marketing divisions.
The Company offers a complete range of dispensing technology
commercialization services. In addition to custom design and manufacturing, the
Company also provides training, installation and product service. Dispensing is
an integral part of a large number of multi-billion-dollar industries. In many
industries, dispensing is a mechanical function and one of the few operations
that remains largely untouched by advanced technology.
To date, the Company has developed and is marketing unique dispensing
systems for the beverage, paint, chemical coatings, concrete and
animal-husbandry industries. Virtually all of the Company's revenues to date
have been derived from the sale of its computerized paint-tint dispensing
systems, which it has begun to market in Europe, Latin America and the Far
East, and its beverage dispensing systems. The Company has recently begun field
testing for its dispense-and-spray system for anti-bacterial products and its
concrete additive dispensing systems. Among other areas the Company is
developing dispensing systems for the chemical coating market which could have
commercial applications in the automotive, printing and other industries.
The Company's predecessor, SEBRN Corporation (Florida), was
incorporated in Florida in 1980 and acquired American Beverage Control
Corporation in 1985. SEBRN changed its name to American Business Computers
Corporation in 1986. The Company's principal executive offices are located at
451 Kennedy Road, Akron, Ohio 44305, and its telephone number is (330)
733-2841.
RISK FACTORS
The Securities offered hereby involve a high degree of risk.
Prospective investors should carefully consider, along with the other
information contained herein, the following risk factors before purchasing any
Securities offered hereby:
1. HISTORY OF LOSSES; ADDITIONAL CAPITAL REQUIREMENTS. The Company has
reported a net loss for each year of operation since its inception except for
the fiscal year ended April 30, 1989, in which it reported net income of
$154,000. The Company reported a net loss of $2,681,000 on revenues of
$3,359,000 for the fiscal year ended April 29, 1995, as compared to a net loss
of $1,378,000 on revenues of $5,010,000 for the fiscal year ended April 30,
1994. For the nine months ended January 27, 1996, the Company reported a net
loss of $919,000 on revenues of $4,236,000 as compared to a net loss of
$1,991,000 on revenues of $2,994,000 for the comparable period ending January
31, 1995. It is anticipated that the Company will continue to incur losses in
the near future and no assurance can be given that the Company will generate
net income in the future. As a result, the Company has an immediate need for
capital resources to fund operating losses as well as research and development
expenditures. It is anticipated that the expenditures associated with marketing
new products and continued research and development will cause the Company to
incur operating losses and cash flow deficiencies until such time, if any, as
the Company generates sufficient additional revenues from operations.
Accordingly, the Company will be required to seek alternative sources of
working capital with funds from additional equity or debt financings or joint
venture or other collaborative arrangements. No assurance can be given that any
such additional funds will be available to the Company on acceptable terms, if
at all. If adequate funds are not available from operations or additional
sources of financing, the Company's business will be materially adversely
affected. See "Recent Developments."
2. UNCERTAINTY OF MARKET ACCEPTANCE. The success of the Company's
dispensing systems will depend heavily on the Company's ability to gain
acceptance, both domestically and internationally, of leading companies in
industrial, food service and other markets. Acceptance of the Company's
technology by industry leaders will be determined in large part by the
Company's ability to access such entities and to demonstrate the performance
features and cost benefit of its dispensing products. The Company has had
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<PAGE> 7
limited success to date in the paint industry and the beverage industry. No
assurance can be given that the Company's dispensing technology will meet with
general market acceptance.
3. DEPENDENCE ON MAJOR CUSTOMER. During the fiscal year ended April
29, 1995 and the nine months ended January 27, 1996, one customer,
Sherwin-Williams, accounted for 59% and 78% respectively, of the Company's
revenues. The loss of this customer would have a material adverse effect on the
Company's revenues, and there can be no assurance that the Company could
replace the revenues from such loss.
4. COMPETITION. The controlled measurement and dispensing equipment
industry is highly competitive and dominated by several large companies with
substantially greater financial resources and name recognition than the
Company. Many of these companies have extensive experience, possess
substantially greater financial, technological and personnel resources than the
Company and, particularly in the food service industry, have received the
approval and support of industry leaders commanding large market shares. No
assurance can be given that the Company will be able to compete successfully in
the controlled measurement and dispensing equipment industry.
5. DIVIDEND POLICY. The Company has not paid dividends on its
Common Stock since its inception and, by reason of its present financial
condition and its projected financial needs, it does not contemplate paying
dividends in the foreseeable future on the Company's Common Stock.
6. SHARES ELIGIBLE FOR FUTURE SALE. Sales of the Company's
Common Stock in the public market by current shareholders or the Company could
adversely affect the market price of the Common Stock. As of June 17, 1996,
the Company has outstanding the following securities:
(1) 1,098,000 shares of Common Stock, the sale of which is
restricted by Rule 144 under the Act, all of which are
subject to registration statements filed under the Act which
would eliminate such restrictions and allow the holders
thereof to offer and sell such Common Stock without
restrictions from time to time in brokered transactions or
otherwise. See "Recent Developments" regarding the proposed
issuance by the Company of approximately 174,700 of shares of
such registered Common Stock.
(2) 1,061,000 shares underlying various warrants and options
issued by the Company with exercise prices that range between
$1.25 and $3.38 per share, all of which shares may, upon
exercise, be offered and sold without restrictions by the
holders thereof in brokered transactions or otherwise
pursuant to effective registration statements under the Act.
(3) 291,667 shares of Common Stock issued in a placement
under Regulation S under the Act during April of 1996, 97,222
shares of Common Stock are available for sale without
restriction, another 97,222 shares will be available for
resale after July 15, 1996 and the balance of the shares will
be available for resale without restriction after August 15,
1996. See description of the Reg. S offering in "Recent
Developments".
(4) 758,910 shares of Common Stock underlying warrants with
exercise prices that range from $2.04 to $3.50 which will be
subject to restrictions under Rule 144 but are also the
subject of piggyback and demand registration rights, such
that if exercised some or all of such shares could be offered
and sold upon registration without restriction.
(5) 951,814 shares of Common Stock underlying warrants and
options with exercise prices which range from $1.25 to $3.38,
each of which is subject to restrictions under Rule 144 of
the Act unless the Company registers such shares under the
Act.
As of June 17, 1996, the Company had issued and outstanding 16,984,160
shares of Common Stock. Accordingly, assuming exercise of all outstanding
options and warrants and the issuance of all shares of Common Stock registered
under the Act, the shares of Common Stock described above would represent 5.5%,
5.3%, 1.5%, 3.8% and 4.8%, respectively, of the outstanding Common Stock (and
21% in the aggregate). A significant increase in the market sales of the Common
Stock or the availability of such Common Stock would likely have an adverse
impact on the market price for the Common Stock.
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<PAGE> 8
USE OF PROCEEDS
Of the Securities offered hereby, the Company will only receive
proceeds from the sale of those Warrant Shares which are issuable upon exercise
of the Warrants. The 1,000,000 Warrant Shares are being registered to provide
the holders of the Warrants with freely tradeable Common Stock upon exercise.
If all the Warrants are exercised, the Company will receive gross proceeds of
$2,000,000. No assurance can be given, however, that all or any portion of the
Warrants will be exercised. If any of the Warrants are exercised, the Company
intends to use the proceeds for working capital purposes including the funding
of research and development activities See "Risk Factors - History of Losses;
Additional Capital Requirements" and "Recent Developments."
PLAN OF DISTRIBUTION
This Prospectus relates to the offer and sale of 1,051,000 shares of
Common Stock by the Selling Securityholders and the offer and sale of up to
1,000,000 shares of Common Stock by the Company upon the exercise of the
Warrants.
The shares of Common Stock issuable upon exercise of the Warrants will
be issued and distributed by the Company pursuant to the terms and conditions
of the Warrants. Such Common Stock is being registered pursuant to the Act and
offered by the Company hereby to permit the issuance by the Company of
registered stock upon the exercise of the Warrants in accordance with their
terms. Additional shares of Common Stock may be issuable pursuant to the
anti-dilution provisions of the Warrants which shares are also being registered
hereby pursuant to Rule 416 promulgated under the Act. If all of the Warrants
registered hereby are exercised, the Company will receive aggregate cash
proceeds of $2,000,000. See "Use of Proceeds."
The Selling Securityholder Shares are being offered pursuant to this
Prospectus by the Selling Securityholders and may be sold from time to time by
the Selling Securityholders, or by their pledgees, transferees or other
successors in interest, by various methods including, but not limited to, one
or more of the following: (a) directly in a privately negotiated transaction;
(b) a block trade in which the broker or dealer so engaged will attempt to sell
the securities as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (c) purchased by a broker or dealer as
principal and resale by such broker or dealer for its own account pursuant to
this Prospectus; (d) an exchange transaction in accordance with the rules of
such exchange; and (e) ordinary brokers transactions and transactions in which
the broker solicits purchases. The Selling Securityholder Shares may also be
sold from time to time on the NASDAQ System (or such other exchange on which
the Securities are listed at the time of sale), in the over-the-counter market
or otherwise, at prices and at terms then prevailing or at prices related to
the then current market price, or in privately negotiated transactions. In
effecting sales, brokers or dealers engaged by the Selling Securityholders may
arrange for other brokers or dealers to participate. Alternatively, the Selling
Securityholders may from time to time offer the Selling Securityholder Shares
through underwriters, dealers or agents who may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Securityholders and/or the purchasers of such securities for whom they may act
as agents. In addition, any of the Selling Securityholder Shares which qualify
for sale pursuant to Rule 144 under the Act, or otherwise pursuant to an
applicable exemption under the Act, may be sold other than pursuant to this
Prospectus. The Company will not receive any of the proceeds of the offering of
the Selling Securityholder Shares hereunder for the account of the Selling
Securityholders. See "Use of Proceeds."
The Selling Securityholders and any such underwriters, dealers, or
agents that participate in the distribution of the Selling Securityholder
Shares may be deemed to be "underwriters," within the meaning of the Act and
any profit on the sale of such securities deemed underwriting discounts and
commissions under the Act.
If required by applicable law, at the time a particular offer of the
Selling Securityholder Shares is made, the Selling Securityholder may be
required to distribute a supplement to this Prospectus which will set forth the
aggregate amount of Selling Securityholder Shares being offered and the terms
of the offering, including the name or names of any broker-dealers or agents,
the purchase price being paid by any underwriter for the Selling Securityholder
Shares purchased from the Selling Securityholder, any discounts, commissions
and other items constituting compensation from the Selling Securityholder and
any discounts, commissions allowed or reallowed or paid to broker-dealers,
including the proposed selling price to the public. Such Prospectus Supplement
and, if necessary, post-effective amendment to the Registration Statement of
which this Prospectus is a part, will be filed with the Commission to reflect
the disclosure of additional information with respect to the distribution of
the Selling Securityholder Shares.
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From time to time the Company may amend this Prospectus by Prospectus
Supplements or post-effective amendments to the Registration Statement of which
this Prospectus is a part, to offer Warrant Shares obtained by persons pursuant
to the exercise of the Warrants, which persons may, by virtue of their
relationship to the Company, be deemed underwriters under the Act.
Under applicable rules and regulations promulgated under the Exchange
Act, any person engaged in a distribution of the Selling Securityholder Shares
may not enter bids to purchase or engage in similar trading or market making
activities with respect to the Common Stock for a period commencing nine (9)
business days prior to the commencement of such distribution and ending with
the completion of such distribution. In addition, and without limiting the
foregoing, the Selling Securityholders and any person participating in the
distribution of the Selling Securityholder Shares will be subject to the
applicable provisions of the Exchange Act and the rules and regulations
thereunder including, without limitation, Rules 10b-6 and 10b-7, which
provisions may limit the timing of purchases and sales of the Selling
Securityholder Shares by the Selling Securityholders. All of the foregoing may
affect the marketability of the Selling Securityholder Shares.
In order to comply with certain states' securities laws, if
applicable, the Selling Securityholder Shares will be sold in such
jurisdictions only through registered or licensed brokers or dealers. In
certain states the Selling Securityholder Shares may not be sold unless the
Selling Securityholder Shares have been registered or qualified for sale in
such state, or unless an exemption from registration or qualification is
available and is obtained.
There can be no assurance that the Selling Securityholders will sell
any or all of the Selling Securityholder Shares offered by them hereby.
The Company will bear all expenses of the registration of the
Securities under the Act and all expenses of qualifying the Securities under
applicable state blue sky laws. The Selling Securityholders will be responsible
for any and all discounts, commissions and other compensation to underwriters
or dealers in the distribution of the Securities.
SELLING SECURITYHOLDERS
The following table provides certain information with respect to the
Common Stock beneficially owned by each Selling Securityholder as of June 17,
1996 (which information has been furnished to the Company by the Selling
Securityholders) and assumes the exercise of the Options granted to each of
Messrs. Pearlman and Letsch. Because the Selling Securityholders may sell all
or part of such securities pursuant to this Prospectus and the fact that this
offering is not being underwritten on a firm commitment basis, the amount of
Common Stock that may be owned after the offering assumes that the Selling
Securityholders will offer and sell all of the Selling Securityholder Shares
and not acquire any other securities issued by the Company. The Selling
Securityholder Shares offered by this Prospectus may be offered from time to
time, in whole or in part, by the persons named below or by their transferees,
as to whom applicable information will, to the extent required, be set forth in
a Prospectus Supplement. See " Plan of Distribution".
<TABLE>
<CAPTION>
Common Stock Beneficially
Common Stock Beneficially Owned
OWNED PRIOR TO THE OFFERING (1) AFTER THE OFFERING (1)
-------------------------------- ----------------------
Number of Number of
Shares of Percent of Shares that Shares of Percent of
Common Common may be Common Common
SELLING SECURITYHOLDER STOCK (2) STOCK OFFERED STOCK(2) STOCK
- ----------------------- --------- ----- -------- -------- -----
<S> <C> <C> <C> <C> <C>
Robert A. Cutting (3) 239,037(3) 1.4% 56,000 183,037(3) 1.1
Gary T. Salhany(4) 96,365(5) * 25,000 71,365(5) *
Thomas S. Green(6) 89,146(7) * 25,000 64,146(7) *
John L. Hornbeck(8) 50,000 * 25,000 25,000 *
Steven L. Kral(9) 10,000 * 5,000 5,000 *
Herbert Luxenburg(10) 202,500(11) 1.2% 50,000 152,500(11) *
Michael Cetta 200,000 1.2% 100,000 100,000 *
Kenneth G. Puttick 245,000 1.4% 80,000 165,000 *
Gordon B. Hall, Jr. 90,000 * 20,000 70,000 *
Herbert M. Pearlman(12) 657,500(13) 3.8% 330,000 327,500 1.9%
</TABLE>
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<TABLE>
<CAPTION>
Common Stock Beneficially
Common Stock Beneficially Owned
Owned Prior to the Offering (1) After the Offering (1)
-------------------------------- ----------------------
Number of Number of
Shares of Percent of Shares that Shares of Percent of
Common Common may be Common Common
Selling Securityholder Stock (2) Stock Offered Stock(2) Stock
- ----------------------- --------- ----- -------- -------- -----
<S> <C> <C> <C> <C> <C>
Randolph D. Letsch(14) 25,000(15) * 25,000 0 -
Estate of Robert F. Vickers(16) 456,650 2.7% 25,000 431,650 2.5%
Bishop & Co. 284,240 1.7% 100,000 184,240 1.1%
John P. Coyle 45,000 * 10,000 35,000 *
William B. Badger 183,795 1.1% 20,000 163,795 *
George Hooper 20,000 * 10,000 10,000 *
Vernon P. Essi(17) 110,200 * 10,000 100,200 *
Keldon S. Pickering 57,000 * 20,000 37,000 *
Charles B. Stauffacher 100,000 * 10,000 90,000 *
Charlie Potter 50,000 * 25,000 25,000 *
Thomas J. Marquez 147,500(18) * 20,000 127,500 *
John L. Strauss 70,000 * 35,000 35,000 *
Betty W. Green 32,500 * 10,000 22,500 *
Mark Green 11,600 * 5,000 6,600 *
Keith and Jane Moore 20,000 * 10,000 10,000 *
</TABLE>
- ---------
* less than 1%
(1) The number of shares and percentage of Common Stock beneficially owned
are reported on the basis of regulations of the Commission governing
the determination of beneficial ownership of securities. Under the
Rules of the Commission, a person is deemed to be a "beneficial owner"
of a security if that person has or shares "voting power," which
includes the power to vote or to direct voting of such security or
"investment power" which includes the power to dispose of or to direct
the disposition of such security. A person is also deemed to be a
beneficial owner of any securities of which that person has the right
to acquire beneficial ownership within sixty (60) days.
(2) Includes the shares of Common Stock underlying the Warrants, all of
which are immediately exercisable.
(3) Robert A. Cutting is the President and Chief Executive Officer and a
Director of the Company. Includes 100,000 shares of Common Stock
underlying common stock purchase warrants which expire on August 1,
2000 and have an exercise price of $3.00 per share, and 56,000 shares
of Common Stock underlying common stock purchase warrants which expire
September 13, 1999 and have an exercise price of $2.00 per share.
(4) Gary T. Salhany is the Treasurer and past Secretary of the Company.
(5) Includes 10,365 shares issuable upon the exercise of stock options and
30,000 shares of Common Stock issuable upon the exercise of common
stock purchase warrants expiring August 1, 2000 and having an exercise
price of $3.00 per share.
(6) Thomas A. Green is a Vice President of Research and Development of ABC
Dispensing Technologies, Inc., a subsidiary of the Company ("ABC").
(7) Includes 9,046 shares issuable upon the exercise of stock options.
Includes 30,000 shares of Common Stock underlying common stock
purchase warrants expiring August 1, 2000 with an exercise price of
$3.00 per share.
(8) John L. Hornbeck is an Assistant Treasurer of ABC.
(9) Steven L. Kral is the Research and Development Manager of ABC.
(10) Herbert Luxenburg is a Director of the Company.
(11) Includes 65,000 shares issuable upon the exercise of stock options and
12,500 shares of Common Stock underlying common stock purchase
warrants expiring June 1, 1998 having an exercise price of $2.00 per
share.
(12) Herbert M. Pearlman is the Chairman of the Board of Directors of the
Company.
9
<PAGE> 11
(13) Includes 250,000 shares issuable upon the exercise of stock options
and 200,000 shares of Common Stock underlying common stock purchase
warrants with an expiration date of August 1, 2000 having an exercise
price of $3.00 per share.
(14) Randolph Letsch is a Vice President of Paint Sales of ABC.
(15) Includes 25,000 shares issuable upon the exercise of stock options
(16) Includes 306,650 shares owned by KERS & Co., a nominee partnership for
the Vickers Trusts and 50,000 shares of Common Stock underlying common
stock purchase warrants issued to KERS & Co. and an expiration date of
June 1, 1998 with an exercise price of $2.00 per share.
(17) Includes 60,000 shares maintained in First Fiduciary Money Purchase
and Profit Sharing Accounts, in which Mr. Vernon Essi is a trustee.
(18) Includes 50,000 shares of Common Stock underlying common stock
purchase warrants having an expiration date of June 1, 1998 having an
exercise price of $2.00 per share.
Transfer Agent
The Transfer Agent for the Company's Common Stock is American Stock
Transfer & Trust Company, 40 Wall Street, New York, New York 10005
LEGAL MATTERS
Certain legal matters relating to the legality of the Securities
offered hereby have been passed upon for the Company by St. John & Wayne, 245
Park Avenue, New York, New York 10167-0037.
EXPERTS
The consolidated financial statements and financial statement schedule
of the Company appearing in the Company's Annual Report (Form 10-K) for the
year ended April 29, 1995, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements and
financial statement schedule are incorporated herein by reference in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.
10
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses of the Company
in connection with the distribution of the securities being registered. The
Selling Securityholders will not bear any of such expenses:
Registration Fee........................................ $ 2,648.12
NASDAQ Share Listing Fee................................ $ 7,500.00
Legal Fees and Expenses................................. $27,500.00
Blue Sky Fees and Expenses.............................. $ 5,000.00
Accounting Fees and Expenses............................ $ 7,500.00
Printing and Engraving Expenses......................... $ 1,000.00
Miscellaneous Expenses.................................. $ 1,000.00
TOTAL................................................... $52,148.12
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 6.07.014(1) of the General Corporation Act of the State of
Florida (the "General Corporation Act") provides, in general that a corporation
shall have power to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether formal or informal or whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation), by reason of the fact that he is or was a director, officer,
employee or agent of the corporation. Such indemnity may be against expenses
(including attorneys' fees), judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action,
suit or proceeding, if the indemnitee acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation and with respect to any criminal action or proceeding, the
indemnitee must not have had reasonable cause to believe his conduct was
unlawful.
Section 6.07.014(2) of the General Corporation Act provides, in
general, that a corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation.
Section 607.014(12) of the General Corporation Act provides in general
that a corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the corporation against any liability asserted against him or incurred by
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<PAGE> 13
him in any capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against liability under the
provisions of the law.
Section 607.014(13) of the General Corporation Act provides that if
any expenses or other amounts are paid by way of indemnification otherwise than
by court order or action by the shareholders or by an insurance carrier
pursuant to insurance maintained by the corporation, the corporation shall, not
later than the time of delivery to shareholders of written notice of the next
annual meeting of shareholders, unless such meeting is held within three months
from the date of such payment, and, in any event, within 15 months from the
date of such payment, deliver either personally or by mail to each shareholder
of record at the time entitled to vote for the election of directors a
statement specifying the persons paid, the amounts paid and the nature and
status at the time of such payment of the litigation or threatened litigation.
The Company's By-laws and Amended and Restated Certificate of
Incorporation provide that the Company will indemnify its officers, directors,
employees and agents to the fullest extent permitted by the General Corporation
Act.
Section 607.1645 of the General Corporation Act eliminates the
personal liability of a director to the corporation for monetary damages
arising from any statement, vote, decision or failure to act, regarding
corporate management or policy, by a director unless the director breached or
failed to perform his duties as director, constituting one of the following:
(i) a violation of the criminal law, (ii) any transaction from which the
director derived an improper personal benefit, (iii) unlawful payment of
dividends, unlawful purchase of its capital stock or unlawful distribution of
corporate assets in liquidation, (iv) conscious disregard for the best
interests of the corporation or willful misconduct during a proceeding by or in
the right of the corporation or in the right of a shareholder or (v) in other
types of proceedings, recklessness, or an act or omission in bad faith or with
malicious purpose or exhibiting wanton or willful disregard of human rights,
safety or property.
ITEM 16. EXHIBITS
5.1 Opinion of St. John & Wayne as to the legality of the
securities to be registered.*
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of St. John & Wayne.*
- --------
* Previously filed as an Exhibit to the Company's Registration Statement on Form
S-3, No. 33-89398 as filed with the Commission on February 10, 1995.
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<PAGE> 14
ITEM 17. UNDERTAKINGS
The Registrant hereby undertakes:
(1) To file, during any period in which offer or sale are being made,
a post effective amendment to the registration statement:
(i) to reflect in the Prospectus any fact or events arising
after the effective date of the registration statement (or
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;
(ii) 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 1(i) and 1(ii) 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 with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the effective registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at the 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) The undersigned Registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's Annual Report pursuant to Section 13(a) or 15(d) of
the Securities Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(5) The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with the Prospectus, to each person to whom the Prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the Prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the Prospectus, to
deliver or cause to be delivered to each person to whom the Prospectus is
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<PAGE> 15
sent or given, the latest quarterly report that is specifically incorporated by
reference in the Prospectus to provide such interim financial information.
(6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the Securities being registered, the Registrant will, unless in
the opinion of its counsel, the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE> 16
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 of 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 Akron, State of Ohio, on July 3 , 1996.
ABC DISPENSING TECHNOLOGIES, INC.
By: /s/ ROBERT A. CUTTING
-----------------------------------------
Robert A. Cutting, President and Director
(principal executive officer)
By: /s/ GARY T. SALHANY
-----------------------------------------
Gary T. Salhany, Treasurer
(principal financial and accounting officer)
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Robert A. Cutting and Gary T. Salhany true and lawful attorneys-in-fact and
agents each acting alone, with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full powers and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 3, 1996.
SIGNATURE TITLE
- --------- -----
President, Director
/s/ ROBERT A. CUTTING
- -------------------------
Robert A. Cutting
Chairman of the Board of Directors
/s/ HERBERT M. PEARLMAN
- -------------------------
Herbert M. Pearlman
Director
/s/ HERBERT L. LUXENBURG
- -------------------------
Herbert L. Luxenburg
II-5
<PAGE> 17
Director
/s/ C. RAND MICHAELS
- -------------------------
C. Rand Michaels
Director
/s/ JOHN E. STIEGLITZ
- -------------------------
John E. Stieglitz
II-6
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in
Post-Effective Amendment No. 1 to the Registration Statement (Form S-3 No.
33-89398) and related Prospectus of ABC Dispensing Technologies, Inc. (f/k/a)
American Business Computers Corporation for the registration of 2,051,000
shares of its common stock and to the incorporation by reference therein of our
report dated July 11, 1995, with respect to the consolidated financial
statements and schedule of ABC Dispensing Technologies, Inc. included in its
Annual Report (Form 10-K) for the year ended April 29, 1995, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Akron, Ohio
July 3, 1996
