As filed with the Securities and Exchange Commission on October
5, 1999
Reg. No. 333-72473
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=========
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3/A No. 2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PCC GROUP, INC.
(Exact name of issuer as specified in its charter)
California 95-3815164
(State or other jurisdiction of (I.R.S.
Employer
incorporation or organization) Identification No.)
163 University Parkway
Pomona, California 91768
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Jack Wen
Chief Executive Officer
PCC Group, Inc.
163 University Parkway
Pomona, California 91768
(Name and address of agent for service)
(909) 869-6133
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Istvan Benko, Esq.
Stuart Teng, Esq.
Troy & Gould Professional Corporation
1801 Century Park East, Suite 1600
Los Angeles, California 90067
(310) 553-4441
Approximate date of commencement of proposed sale to 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. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Class Amount To Be Maximum Off Maximum Agg Amount of
of Securities To Be Registered ering regate Registrat
Registered Price Per U Offering Pr ion Fee
nit ice
Common Stock ($.01 10,000 $6.34375(2) $63,438 (4)
par value)
Common Stock ($.01 25,000(1) $5.25(3) $131,250 (4)
par value)
Total 35,000 $194,688 (4)
(1) Represents shares issuable upon the exercise of outstanding
stock purchase warrants. Pursuant to Rule 416, there are
also being registered such indeterminate number of
additional shares of common stock as may become issuable
pursuant to anti-dilution provisions of the warrants.
(2) Estimated solely for the purpose of calculating the fee, and
based, pursuant to Rule 457(c), on the average of the high
and low sale prices of Registrant's common stock as reported
on the Nasdaq SmallCap Market on February 10, 1999.
(3) The registration fee for shares of common stock issuable
upon exercise of outstanding warrants was calculated using the
prices at which such warrants may be exercised.
(4) The registration fee for these securities was previously
paid at the time the Registration Statement was filed on February
12, 1999.
____________________
The Registrant hereby amends this registration statement on the
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 the date as the Commission, acting
pursuant to said Section 8(a), may determine.
The information contained in this prospectus is not yet complete,
and it may be supplemented or amended in the final version. A
registration statement for the securities described in this
prospectus has been filed with the Securities and Exchange
Commission. The selling shareholders may not sell these
securities, or accept offers to buy them, until the registration
statement becomes effective. These securities will not be sold
in any state where their offer or sale, or solicitations of
offers to buy them, would be unlawful prior to their registration
or qualification under the securities laws of any state.
PROSPECTUS
PCC GROUP, INC.
35,000 Shares of Common Stock
------------------------------
Our common stock is traded on the Nasdaq SmallCap Market under
the symbol "PCCG." On October 5, 1999, the closing price of our
common stock was $2.87 per share.
An investment in the common stock involves a high degree of risk.
Before investing in the common stock, you should consider
carefully the risks described under "Risk Factors" beginning on
page 2.
The selling shareholder is offering these shares of common stock,
and it will receive all the proceeds from this offering. The
selling shareholder will determine the offering price.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the common
stock or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
The date of this prospectus is October 05, 1999.
PROSPECTUS SUMMARY
The following is a summary. For additional information, you
should read the entire prospectus and the documents incorporated by
reference.
General Information About Us
----------------------------
During the past 16 years, we have been primarily engaged in the
wholesale distribution of computer hardware products and components.
The computer hardware products and components that we resell include
hard disk drives, CD-ROM drives, monitors, keyboards, computer
enhancement components, and a variety of other computer parts and
accessories. We purchase these products in large volume directly from
the manufacturers and then sell the products to personal computer
assemblers and other resellers. Until recently, we have not marketed
any products directly to end-user customers.
Based on anticipated increased competition from traditional
wholesale competitors and from new Internet competitors, in 1998 we
decided to diversify our operations and decided to establish various
new Internet and e-commerce operations. Our first entry into the e-
commerce market was our release in December 1998 of our new Internet
website through which we now offer and sell personal computer parts
and products directly to the retail public. The website, located at
www.123cdc.com, is operated through Computer Discount Center, Inc.,
our new wholly-owned subsidiary. In August 1999, we supplemented our
e-commerce division with a new website known as www.123ADC.com. This
second site is a new auto purchasing website.
In May 1999 we also established a new subsidiary for the purpose
of engaging in various Internet broker-dealer activities. The new
subsidiary, known as "ExecuTrade, Inc.," is currently attempting to
obtain the required federal and state licenses and has not yet
commenced operations.
All references to "our," "us" or "we" are to both PCC Group, Inc.
and our subsidiaries. Our principal executive offices are located at
163 University Parkway, Pomona, California 91768, and our telephone
number is (909) 869-6133
The Offering
------------
Common stock offered . . . . . . . . 35,000 shares(1)
Common stock to be outstanding 2,828,339 shares(1)
after the offering . . . . . . .
Use of proceeds from the sale of
common stock in this offering
assuming the warrant is fully excised . . All of the proceeds will
be received by the selling shareholder. We will not receive any of the
proceeds from this offering, but will bear estimated expenses of
approximately 30,000.
Nasdaq SmallCap Market Symbol . . . PCCG
__________________
RISK FACTORS
An investment in our common stock involves a high degree of risk.
Before deciding to invest, you should read and carefully consider the
following risk factors.
Our Personal Computer Sales Have Been Declining and May Not be Offset
by Our New Internet Operations
- -------------------------------------------------------------
Historically, almost all of our revenues have been derived from
our operations as a wholesaler of computer components. However, due
to extreme competition in the personal computer wholesale business,
falling prices for components, and a general glut of components and
manufactures in the market, sales in our historical operations have
recently started to decline. If the decline continues, our financial
condition will be adversely affected. Although we have commenced new
Internet operations and are considering engaging in additional
Internet-related businesses, we do not expect that revenues from these
other businesses will make up for the loss of revenues in our
traditional business. In addition, the new Internet businesses are
expected to operate at a loss for at least at least one year, which
will further aggravate the deterioration in our financial condition.
We Must Frequently Distribute New Products Or Risk Losing Sales
- ---------------------------------------------------------------
Due to the dynamic nature of the personal computer industry, we
are frequently required to distribute new products and product
enhancements or risk losing sales. Our customer demand the latest
products and will buy them from others if the new products are not
available from us. We cannot give any assurance that we will be able
to offer our customers the new products that they request, or that we
can provide such new products in the quantities and at the prices our
customers demand.
We May Have Excess or Obsolete Inventory That Can Cause Losses
- --------------------------------------------------------------
We acquire inventory in advance of product shipments. Because
forecasting the desirable level of inventory is difficult, we may
forecast incorrectly and stock excess inventory of particular
products. Furthermore, the value of our inventory may decrease due to
price reductions by competitors, obsolescence due to technological
change, and product quality problems. Failure to sell our inventory,
or the need to reduce our prices could result in losses. In our
financial statements, we have attempted to accurately indicate the
value of our inventory assets by reducing their value with a reserve
for obsolescence. Although we believe we have appropriately accounted
for obsolescence, we may need to further reduce the value of our
inventory on our financial statements due to future unanticipated
obsolescence or other inventory problems. Significant declines in
inventory value due to obsolescence or other inventory problems may
have a material adverse effect on our business.
We Face Substantial Competition From Major Distributors of Personal
Computer
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Components That Affects Our Sales, Gross Margins and Future Prospects
- ----------------------------------------------------------------------
The wholesale personal computer components distribution industry
is highly competitive and is characterized by aggressive pricing
practices, low gross margins, frequent introduction of new products,
short product life cycles, price sensitivity on the part of consumers,
and a large number of competitors. Competition is based primarily on
product availability, price, credit availability, speed of delivery,
and breadth and depth of product lines and services. We are limited
in our ability to raise prices due to the intense price competition
and the extreme price sensitivity of consumers. Our competition has
caused us to reduce our gross margins and has caused a reduction in
our sales. We expect that our business will continue to be adversely
affected by industry-wide pricing pressures and downward pressures on
gross margins. Many of our competitors have greater financial,
marketing, manufacturing, and technological resources, broader product
lines and larger customer bases and are more capable of operating with
low gross margins. The extreme competition that we face will
continue to limit our future prospects for growth and profitability in
the wholesale distribution business. If we fail to compete
effectively, our business will be adversely affected.
We Have Limited Experience In Internet Commerce Operations And Will
Face Stiff competition
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We have only limited experience in Internet commerce. As a
result, we expect to face many of the difficulties normally faced by
newly formed operations in developing businesses. Furthermore, we will
experience substantial competition in both of our new Internet
operations. There already are a number of major Internet-focused
computer retailers and Internet automobile listing websites, including
several well-financed, prominent public companies in each category.
As a result, we will have to compete with these other, more widely
recognized and better financed, Internet companies. Our ability to
attract the large number of visitors to both of our computer products
and automobile websites will be hindered by the name recognition,
marketing abilities and budgets of competitors. There is no assurance
that we will be able to compete with these other Internet companies.
As a result, for the foreseeable future, our Internet operations are
expected to comprise only a small portion of our revenues, and these
operations are not expected to be profitable.
We Operate on Low Profit Margins Which Exposes us to Losses
- -----------------------------------------------------------
As a result of price competition in both our wholesale
distribution and Internet operations, we have low gross profit and
operating margins. These low margins magnify the impact of variations
in net sales and operating costs on our operating results. Our goal
is to partially offset the effects of low margins by increasing our
net sales, trying to make large volume purchases at a discount, and
reducing expenses as a percentage of net sales. We cannot assure you
that we will be able to make purchases with large volume discounts or
otherwise increase our margins.
We Are Dependent on Third-Party Suppliers
- -----------------------------------------
Although some components essential to our wholesale distribution
business are generally available from multiple sources, some products
are currently obtained from single sources. If the supply of single-
source products were to be delayed or curtailed, our wholesale
distribution business would be adversely affected. In addition, all
of the products that we offer and sell through our Internet website
are currently provided by one major computer product distributor.
Should our sole Internet products provider fail for any reason to
continue to ship computer products to our customers, our Internet
retail computer products operations would have to close until an
alternative provider is found. Accordingly, any difficulties that we
may experience with our computer products provider will have a
negative effect on our Internet operations.
We Are Dependent on Key Personnel
- ---------------------------------
Our success depends to a significant extent upon the continued
service of key marketing, sales, and executive personnel, and on our
ability to continue to attract, retain and motivate qualified
personnel. The competition for qualified employees is intense, and the
loss of the services of one or more of these key personnel could
adversely affect us. We do not maintain key man life insurance on any
of our executives.
Our Stock Price May be Volatile
- -------------------------------
The market price of our common stock has been, and may continue
to be, highly volatile. Factors such as new product announcements by
us or our competitors, quarterly fluctuations in our operating
results, and general conditions in the computer market may have a
significant impact on the market price of our common stock. In
particular, if we were to report operating results that did not meet
the expectations of research analysts, the market price of our common
stock could be materially adversely affected. The stock prices of
high technology companies, particularly those engaged in Internet
commerce, have experienced above average volatility in recent years.
For example, the price of our common stock during the past twelve
months has fluctuated between a low of $2.87 and a high of $8.625.
We Do Not Plan to Pay Cash Dividends on Our Common Stock
- -----------------------------------------------------
We do not plan to pay cash dividends on our common stock for the
foreseeable future. All earnings, other than dividends paid on
preferred stock, will be retained for operations and for the
development of our business. Our ability to pay dividends in the
future is dependent on our financial condition and on limitations on
the payment of dividends contained in California law.
We May Experience Year 2000 Interruptions
- -----------------------------------------
We currently operate two Internet websites and use a number of
computer software programs and operating systems in our internal
operations, including applications used in order processing, inventory
management, distribution, financial business systems and various
administrative functions. We hired a consultant to conduct an
independent audit of our internal software applications to determine
if it contains source code that is able to interpret the upcoming
calendar year 2000. Based on the independent audit, we believe that
our computers are able to handle dates beyond the year 2000. In
addition, we believe that our websites were developed to avoid any
year 2000 problems. Accordingly, we do not anticipate that we will
incur material expenses to make our websites, computer software
programs and operating systems year 2000 compliant. However, any year
2000 problems that affect Internet operations generally will affect
our new Internet commerce operations. Also, any unanticipated costs
necessary to update our software or to correct any systems
interruptions, may exceed our present expectations and have a material
adverse effect on our business. In addition, failure by our key
suppliers, customers or service providers to make their computer
software programs and operating systems year 2000 compliant could have
a material adverse effect on us. While we are not aware of any known
third party problems that will not be corrected, we only have limited
knowledge of their year 2000 state of readiness.
We May Issue Additional Shares of Preferred Stock With Priority Rights
Over the common stock
- ----------------------------------------------------------------------
Our articles of incorporation permit our board of directors to
designate the terms of, and to issue, up to 5,000,000 shares of
preferred stock without further shareholder approval. The issuance of
additional series of preferred stock by our board of directors could
adversely affect the rights of the holders of our common stock by
establishing additional classes of preferred stock that have
preferential rights over the common stock. The preferences could
include priority in the payment of dividends, priority upon
liquidation, and special voting rights. In addition, the issuance of
additional series of preferred stock in the future could make it more
difficult for a third party to attempt a takeover, tender offer, or
removal of existing management, even if the action would be in the
best interests of the existing shareholders.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934 and, as a result, file reports, proxy statements,
and other information with the Securities and Exchange Commission.
You may read and copy the reports, proxy statements, and other
information that we file at the public reference facilities maintained
by the Securities and Exchange Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, as well as at the
following regional offices: 7 World Trade Center, New York, New York
10048, and Northwestern Atrium Center, 500 W. Madison Street, Suite
1400, Chicago, Illinois 60661. Please call the Securities and
Exchange Commission at 1-800-SEC-0330 for further information on the
public reference rooms. The Securities and Exchange Commission
maintains a web site at http://www.sec.gov which contains our reports,
proxy statements, and other information that we file electronically
with the Securities and Exchange Commission. You can also inspect our
reports, proxy statements and other information at the offices of the
Nasdaq Stock Market.
The Securities and Exchange Commission allows us to incorporate by
reference the information we file with it, which means that we can
disclose important information to you by referring you to those
documents. The information that we incorporate by reference is
considered to be part of this prospectus, and later information that
we file with the Securities and Exchange Commission will automatically
update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the
Securities and Exchange Commission under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934:
* Annual report on Form 10-K for the fiscal year ended September
30, 1998, as amended by amendment no. 1 on Form 10-K/A, filed under
Section 13(a) of the Securities Act of 1934.
* Quarterly report on Form 10-Q for the fiscal quarter ended
December 31, 1998.
* Quarterly report on Form 10-Q for the fiscal quarter ended
March 31, 1999.
* Quarterly report on Form 10-Q for the fiscal quarter ended
June 30, 1999.
* The description of our common stock contained in the
registration statement on Form 8-A, dated March 12, 1985.
This prospectus is part of a registration statement we filed with
the Securities and Exchange Commission (registration no. 333-72473).
You may request a free copy of any of the above filings by writing or
calling:
PCC Group, Inc.
Attn: Don Johnson, Chief Financial Officer
163 University Parkway
Pomona, California 91768
(909) 869-6133
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
Some of the information in this prospectus, or incorporated by
reference, may contain forward-looking statements which involve known
and unknown risks and uncertainties. These risks and uncertainties
may cause our actual results, performance or achievements to be
materially different from the future results, performance or
achievements stated or implied by the statements. These statements
discuss future revenue and expenditure expectations in addition to
anticipated strategies and future events. When considering the
forward-looking statements, you should keep in mind the risk factors
and other cautionary statements contained in this prospectus.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the
common stock offered under this prospectus, and all of the net
proceeds will belong solely to the selling shareholder. We will,
however, receive the exercise price of the warrants if the warrants
are exercised. We will bear the costs and expenses of registering
the shares offered by the selling shareholder, which we currently
estimate to be about $30,000.
SELLING SHAREHOLDER
All of the shares offered under this prospectus will be offered
by Summit Marketing & Public Relations, Inc., the selling shareholder.
Except as indicated below, neither Summit Marketing nor any of its
affiliates has held any position or office or had any other material
relationship with us within the past three years. The following table
shows the number of shares of our common stock beneficially owned by
Summit Marketing as of September 7, 1999 based on the number of shares
of common stock outstanding as of that date. The table assumes that
Summit Marketing will exercise its warrant in full, that it will sell
all of the shares registered hereby, and that it will make no other
purchases or sales of our common stock. However, Summit Marketing is
not obligated to sell its shares at any time or at any price.
Therefore, we cannot state with certainty the number of shares of
common stock that will be owned by Summit Marketing upon the
termination of this offering.
Shares of
Shares of Common Stock Number of Common Stock
Beneficially Owned Shares of Beneficially
Prior to the offering Common Owned after
Stock the Offering
Name of ----------------------- ------ -------------
Selling Shareholder Number Percentage Offered Number Percentage
- ----------------------------------------------------------------------
Summit Marketing & 35,000 1.3% 35,000 0 0%
Public Relations, Inc.
In 1998, we entered into a consulting agreement with Summit
Marketing & Public Relations, Inc. pursuant to which Summit Marketing
agreed to assist us in issuing press releases and in disseminating
information about us. The consulting agreement has expired, and we no
longer have any dealings with Summit Marketing. Except for this
agreement, we have not had any other dealings with Summit Marketing
during the past three years. As payment for services performed under
the consulting agreement, we issued 10,000 shares of common stock to
Summit Marketing & Public Relations, Inc. In addition, we granted a
warrant to purchase 25,000 shares of common stock to Summit Marketing
on February 8, 1999. This warrant has an exercise price of $5.25 per
share and expires on December 31, 1999. The warrant will be adjusted
in the event of stock splits, stock dividends, and similar events.
PLAN OF DISTRIBUTION
We are registering the shares of common stock on behalf of Summit
Marketing & Public Relations, Inc., the selling shareholder. The term
selling shareholder includes donees and pledgees selling shares
received from the selling shareholder after the date of this
prospectus. We will pay all costs, expenses, and fees in connection
with the registration of the shares. The selling shareholder will pay
all brokerage commissions and other selling expenses.
The shares may be sold by the selling shareholder, or subject to
applicable law, by pledgees, donees, distributees, transferees or
other successors in interest. These sales may be made on the Nasdaq
SmallCap Stock Market, in another over-the-counter market, or on a
national securities exchange. In addition, the selling shareholder may
sell any of the shares covered by this prospectus under Section 4(1)
of the Securities Act of 1933 or Rule 144. The shares may be sold in
one or more of the following types of transactions:
* a block trade in which the broker-dealer attempts to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction
* purchases by a broker or dealer as principal and resale by the
broker or dealer for its account under this prospectus
* an exchange distribution under the rules of an exchange
* ordinary brokerage transactions and transactions in which the
broker solicits purchasers
* face-to-face transactions between sellers and purchasers
without a broker-dealer. Brokers or dealers may arrange for other
brokers or dealers to participate in the resales.
The selling shareholder may enter into hedging transactions with
broker-dealers. These broker-dealers may engage in short sales of the
shares registered under this prospectus in the course of hedging the
positions they assume with the selling shareholder. The selling
shareholder may also sell shares short and deliver the shares to close
out short positions. The selling shareholder may also enter into
option or other transactions with broker-dealers which require the
selling shareholder to deliver the shares registered under this
prospectus to the broker-dealer, which the broker-dealer may resell
under this prospectus.
The selling shareholder may also pledge the shares registered
under this prospectus to a broker or dealer, and the broker or dealer
may sell the pledged shares under this prospectus.
Brokers, dealers or agents may receive compensation in the form
of commissions, discounts or concessions from selling shareholders.
The brokers or dealers and any other participating brokers or dealers
may be considered underwriters under of the Securities Act of 1933, in
connection with the sales. Furthermore, any commission, discount or
concession may be considered underwriting discounts or commissions
under the Securities Act of 1933.
Because selling shareholder may be considered underwriters under
Section 2(11) of the Securities Act of 1933, the selling shareholder
will be subject to prospectus delivery requirements. We has informed
the selling shareholder that the anti-manipulative provisions of
Regulation M under the Securities Exchange Act of 1934 may apply to
its sales in the market.
If we are notified by a selling shareholder that any material
arrangement has been entered into with a broker-dealer for the sale of
shares through a block trade, special offering, exchange distribution
or secondary distribution, or a purchase by a broker or dealer, a
supplement to this prospectus will be filed, if required, under Rule
424(b) of the Securities Act of 1933. We would disclose the
following information:
* the name of the selling shareholder and participating broker-
dealer
* the number of shares involved
* the price at which the shares were sold
* the commissions paid or discounts or concessions allowed to
the broker-dealer that the broker-dealer did not conduct any
investigation to verify the information in this prospectus
* other facts material to the transaction
In addition, if we are notified by the selling shareholder that a
donee or pledgee intends to sell more than 500 shares, a supplement to
this prospectus will be filed.
LEGAL MATTERS
Troy & Gould Professional Corporation, Los Angeles, California,
has rendered an opinion that the shares of common stock covered by
this prospectus have been duly and validly issued, fully paid and
nonassessable.
EXPERTS
Our consolidated financial statements, which were included in our
annual report on form 10-K for the year ended September 30, 1998, have
been audited by BDO Seidman, LLP, independent certified public
accountants. The accountant's report is included in the form 10-K and
is incorporated by reference into this prospectus. These consolidated
financial statements have been incorporated by reference into this
prospectus in reliance upon the accountant's report, given upon the
authority of the firm as experts in accounting and auditing.
We have not authorized anyone to give any information or make any
representations, other than those contained in this prospectus, in
connection with this offering of common stock. You must not rely on
any unauthorized information or representations. Only the shares
35,000 Shares described within this prospectus are being offered, and
only under PCC GROUP, INC. circumstances and in jurisdictions
where it is lawful to do so. The Common Stock information contained in
this prospectus is current only as of its date.
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TABLE OF CONTENTS
PROSPECTUS
------------------
Prospectus Summary . . . . . . . . . . 2
General Information About Us . . . . . 2
The Offering . .. . . . . . . . . . . 2
Risk Factors . . . . . . . . . . . . . 3
Where You Can Find More Information . . 6 October 5, 1999
Caution Regarding Forward-Looking
Information . . . . . . . . . . . . . 7
Use of Proceeds . . . . . . . . . . . . 7
Selling Shareholder . . . . . . . . . . 7
Plan of Distribution . . . . . . . . . 8
Legal Matters . . . . . . . . . . . . . 9
Experts . . . . . . . . . . . . . . . . 9
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF REGISTRATION AND DISTRIBUTION
The following table sets forth the estimated expenses of PCC Group,
Inc. in connection with the offering described in this registration
statement.
Securities and Exchange Commission registration fee . . . $1,286
Nasdaq listing fees . . . . . . . . . . . . . . . . . . . $7,500
Accountants' fees and expenses . . . . . . . . . . . . . $500
Legal fees and expenses . . . . . . . . . . . . . . . . . $19,500
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . $1,214
-------
Total . . . . . . . . . . . . . . . . . . . . . . . $30,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the California Corporations Code ("Section 317")
provides that a California corporation may 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 proceeding, whether civil,
criminal, administrative or investigative (other than 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 or is or
was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or enterprise, against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with an action or proceeding
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, and, with
respect to any criminal action or proceeding, had no cause to believe
his conduct was unlawful.
Section 317 also provides that a California corporation may
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 the person acted in any of the capacities set
forth above, against expenses actually and reasonably incurred by him
in connection with the defense or settlement of an action or suit if
he acted under similar standards, except that no indemnification may
be made in respect to any claim, issue or matter as to which the
persons shall have been adjudged to be liable to the corporation
unless and only to the extent that the court in which an action or
suit was brought shall determine that despite the adjudication of
liability, the person is fairly and reasonably entitled to be
indemnified for the expenses which the court shall deem proper.
Section 317 provides further that to the extent a director or
officer of a California corporation has been successful in the defense
of any action, suit or proceeding referred to in the previous
paragraphs or in the defense of any claim, issue or matter therein, he
shall be indemnified against expenses actually and reasonably incurred
by him in connection therewith; that indemnification authorized by
Section 317 shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; and that the corporation may
purchase and maintain insurance on behalf of a director or officer of
the corporation against any liability asserted against him or incurred
by him in any capacity as a director or officer or arising out of his
status as a director or officer whether or not the corporation would
have the power to indemnify him against the liabilities under Section
317.
ITEM 16. EXHIBITS
The following exhibits are filed herewith or incorporated by reference
as a part of this registration statement:
4.1 Form of Common Stock Purchase Warrant issued to Summit Marketing
& Public Relations, Inc.*
5.1 Opinion of Troy & Gould Professional Corporation
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Troy & Gould Professional Corporation (contained in
Exhibit 5.1 hereof).
24 Power of Attorney.*
- -----------------------------------
* Previously filed and incorporated by reference.
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement.
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, 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 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference into the 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
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.
(b) The undersigned Registrant hereby undertakes that, for
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 Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange 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.
(c) 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 such 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.
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. 2 to registration statement on Form S-3 to
be signed on its behalf by the undersigned, thereunto duly authorized
in the City of Pomona, State of California, on October 5, 1999.
PCC GROUP, INC.
BY: /s/ Jack Wen
--------------------------------
Jack Wen, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Jack Wen Chairman of the Board and October 5, 1999
- ------------------ Chief Executive Officer
Jack Wen (Principal Executive
Officer)
/s/ Donald Johnson Vice President and October 5, 1999
- ------------------ Chief Financial Officer
Donald Johnson (Principal Financial and
Principal Accounting
Officer)
* Director October 5, 1999
- -----------------------
Gary L. Blum
* Director October 5, 1999
- -----------------------
George Rodda, Jr.
* By: /s/ Jack Wen
- -----------------------
Jack Wen
as Attorney-In-Fact
INDEX TO EXHIBITS
-----------------
5.1 Opinion of Troy & Gould Professional Corporation
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Troy & Gould Professional Corporation
EXHIBIT 5.1
[LETTERHEAD OF TROY & GOULD]
October 5, 1999
PCC Group, Inc.
1633 University Avenue
Pomona, California 91768
Re: Registration Statement on Form S-3
Gentlemen:
At your request, we have examined the Registration Statement
on Form S-3 (the "Registration Statement"), of PCC Group, Inc. (the
"Company"), which has been prepared for filing with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), relating to an aggregate of 35,000 shares of common stock of
the Company (the "Shares") currently issued or hereafter issuable upon
the exercise of an outstanding stock purchase warrant (the "Warrant").
For purposes of this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of the
warrant and of such other documents, corporate records, certificates
of public officials, and other instruments as we deemed necessary or
advisable for purposes of this opinion. In our examination, we have
assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to originals of
all documents submitted to us as certified, photostatic or conformed
copies, and the authenticity of originals of all such latter
documents. We have also assumed the due execution and delivery of all
documents where due execution and delivery are prerequisites to the
effectiveness thereof.
Based upon the foregoing, it is our opinion that the 10,000
outstanding Shares have been duly and validly authorized and are duly
and validly issued, fully paid and nonassessable. In addition, it is
our opinion that the 25,000 additional Shares to be issued upon
exercise of the Warrant, have been duly and validly authorized and,
when issued, will be duly and validly issued, fully paid and
nonassessable.
We consent to the use of our name under the caption "Legal
Matters" in the Registration Statement and the prospectuses made part
thereof, and to the filing of this opinion as an exhibit to the
Registration Statement. By giving you this opinion and consent, we do
not admit that we are experts with respect to any part of the
Registration Statement or prospectus within the meaning of the term
"expert" as used in Section 11 of the Act, or the rules and
regulations promulgated thereunder, nor do we admit that we are in the
category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
TROY & GOULD
Professional Corporation
EXHIBIT 23.1
Consent of Independent Certified Public Accountants
---------------------------------------------------
PCC Group, Inc.
Pomona, California
We hereby consent to the incorporation by reference in the prospectus
constituting a part of this Registration Statement on Form S-3/A No. 2
of our report dated December 8, 1998, relating to the audit of the
consolidated financial statements of PCC Group, Inc., appearing in the
Company's Annual Report on Form 10-K for the year ended September 30,
1998.
We also consent to the reference to us under the caption "Experts" in
the prospectus.
Los Angeles, California
October 5, 1999
