As filed with the Securities and Exchange Commission on August 13, 1996
Registration No. 333-09507
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MICROFRAME, INC.
----------------
(Exact name of registrant as specified in its charter)
New Jersey 22-2413505
---------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
21 Meridian Road
Edison, New Jersey 08820
(908) 494-4440
--------------------------------------
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Stephen B. Gray
President and Chief Operating Officer
MicroFrame, Inc.
21 Meridian Road
Edison, New Jersey 08820
(908) 494-4440
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications, including all communications sent to the
agent for service, should be sent to:
James Alterbaum, Esq.
Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036
---------------------------------------
Approximate date of commencement of proposed sale to the public: from
time to time after the effective date of this Registration Statement as
determined by market conditions.
---------------------------------------
<PAGE>
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
Exhibit
No. Description of Exhibit
--- ----------------------
4.1 Certificate of Incorporation of the Company. Incorporated by
reference to Exhibit 3.2 of the Form 10-K for the fiscal year ended
March 31, 1992.
4.2 By-Laws of the Company. Incorporated by reference to Exhibit 3.2 of
Amendment No. 1 to the Company's Registration Statement on Form SB-2
(No. 33-66688) dated October 26, 1993 ("Amendment No. 1 to the
Registration Statement").
4.3 Amendment No. 2 of the Company's By-Laws. Incorporated by reference
to Exhibit 3.3 to the Form 10-KSB for the fiscal year ended March 31,
1996.
4.4 Amendment to Certificate of Incorporation filed September 14, 1992.
Incorporated by reference to Exhibit 3.3 of the Form 10-KSB for the
fiscal year ended March 31, 1993.
4.5 Amendment to Certificate of Incorporation filed September 20, 1993.
Incorporated by reference to Exhibit 3.4 of Amendment No. 1 to the
Registration Statement.
5 Opinion of Parker Chapin Flattau & Klimpl, LLP.**
23.1 Consent of Coopers and Lybrand L.L.P.*
23.2 Consent of Price Waterhouse LLP.*
23.3 Consent of Parker Chapin Flattau & Klimpl, LLP (contained in Exhibit
5).
24.1 Power of Attorney *
- --------------------
* Previously filed.
** Filed herewith.
II - 1
<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
the requirements for filing on Form S-3 and has duly caused this Form S-3
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Edison, New Jersey on the 13th day of August, 1996.
MICROFRAME, INC.
By: /s/ Stephen B. Gray
----------------------------
Stephen B. Gray, President and
Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this Form
S-3 registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Stephen B. Gray President and Chief August 13, 1996
- ---------------------------- Operating Officer
Stephen B. Gray (Principal Executive Officer)
/s/ Mark A. Simmons Vice President - Operations, August 13, 1996
- ---------------------------- Chief Financial Officer
Mark A. Simmons (Principal Financial Officer
and Principal Accounting Officer)
/s/ Stephen M. Deixler Chairman of the Board of August 13, 1996
- ---------------------------- Directors, Chief Executive
Stephen M. Deixler Officer, Treasurer
/s/ Michael Radomsky Executive Vice President, August 13, 1996
- ---------------------------- Secretary and Director
Michael Radomsky
/s/ William H. Whitney Vice President-Chief August 13, 1996
- ---------------------------- Technology Officer, Assistant
William H. Whitney Secretary, Director
II - 2
<PAGE>
MICHEHL R. GENT * Director August 13, 1996
- ----------------------------
Michehl R. Gent
Stephen P. Roma * Director August 13, 1996
- ----------------------------
Stephen P. Roma
DAVID I. GOULD * Director August 13, 1996
- ----------------------------
David I. Gould
By: /s/ Stephen B. Gray
--------------------------
*Stephen B. Gray
Attorney-in-fact
II - 3
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description of Exhibit
--- ----------------------
4.1 Certificate of Incorporation of the Company. Incorporated
by reference to Exhibit 3.2 of the Form 10-K for the
fiscal year ended March 31, 1992.
4.2 By-Laws of the Company. Incorporated by reference to
Exhibit 3.2 of Amendment No. 1 to the Company's
Registration Statement on Form SB-2 (No. 33-66688) dated
October 26, 1993 ("Amendment No. 1 to the Registration
Statement").
4.3 Amendment No. 2 of the Company's By-Laws. Incorporated by
reference to Exhibit 3.3 to the Form 10-KSB for the fiscal
year ended March 31, 1996.
4.4 Amendment to Certificate of Incorporation filed September
14, 1992. Incorporated by reference to Exhibit 3.3 of the
Form 10-KSB for the fiscal year ended March 31, 1993.
4.5 Amendment to Certificate of Incorporation filed September
20, 1993. Incorporated by reference to Exhibit 3.4 of
Amendment No. 1 to the Registration Statement.
5 Opinion of Parker Chapin Flattau & Klimpl, LLP.**
23.1 Consent of Coopers and Lybrand L.L.P.*
23.2 Consent of Price Waterhouse LLP.*
23.3 Consent of Parker Chapin Flattau & Klimpl, LLP (contained
in Exhibit 5).
24.1 Power of Attorney.*
- --------------------
* Previously filed.
** Filed herewith.
PARKER CHAPIN FLATTAU & KLIMPL, LLP
LETTERHEAD
August 12, 1996
MicroFrame, Inc.
21 Meridian Road
Edison, New Jersey 08820
Gentlemen:
We have acted as counsel to MicroFrame, Inc. (the "Company") in
connection with a Registration Statement on Form S-3 (file no. 333-9507) filed
by the Company with the Securities and Exchange Commission (the "Registration
Statement") relating to up to 4,104,401 shares (the "Shares") of the Company's
Common Stock, par value $.001 per share (the "Common Stock"). Of such Shares:
(a) 1,101,467 were issued in a private placement of the Company's securities in
April 1996 (the "1996 Private Placement"), (b) 2,202,934 may be issued upon the
exercise of the Class A Warrants and Class B Warrants which were issued in the
1996 Private Placement (collectively, the Class A Warrants and Class B Warrants
are hereafter referred to as the "Warrants") and (c) 800,000 shares of Common
Stock which were issued in connection with a private placement (the "1993
Private Placement") of the Company's securities in May 1993.
In connection with the foregoing, we have examined, among other
things, the Registration Statement, the Warrants and originals or copies,
satisfactory to us, of all such corporate records and of all such agreements,
certificates and other documents as we have deemed relevant and necessary as a
basis for the opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity with the original documents of
documents submitted to us as copies. As to any facts material to such opinion,
we have, to the extent that relevant facts were not independently established by
us, relied on certificates of public officials and certificates, oaths and
declarations of officers or other representatives of the Company.
<PAGE>
MicroFrame, Inc. - 2 - August 12, 1996
Based upon the foregoing, we are of the opinion that (i) the Shares
issued in the 1996 Private Placement and the 1993 Private Placement have been
legally issued and are fully paid and non-assessable; and (ii) the Shares
issuable upon the exercise of the Warrants (when such Shares are paid for and
issued in accordance with the terms of the Warrants) will be legally issued,
fully paid and non-assessable.
We hereby consent to the use of our name under the caption "Legal
Matters" in the Prospectus constituting a part of the Registration Statement and
to the filing of a copy of this opinion as an exhibit thereto.
Very truly yours,
/s/ PARKER CHAPIN FLATTAU & KLIMPL, LLP
PARKER CHAPIN FLATTAU & KLIMPL, LLP
