As filed with the Securities and Exchange Commission on August 08,2000
Reg. No. 333-40892
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3/A
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.
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
(cover page continued)
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 this Registration
Statement shall become effective on such 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 shareholder 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.
100,000 Shares of Common Stock
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[]
Our common stock is traded on the Nasdaq SmallCap Market under the symbol
"PCCG." On[August 04, 2000], the closing price of our common stock was $1.50
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 3.
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 [August -- ,2000]
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 17 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 December
1998, we did not market any products directly to end-user customers.
Based on anticipated increased competition in our wholesale
distribution business 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 May 1999 we also established a second new subsidiary for the purpose
of engaging in various Internet securities broker-dealer activities. The new
subsidiary, known as "ETS SECURITIES, Inc." commenced operations in March
2000. Based on the developing operations and capital needs of ETS
Securities, we recently determined that ETS Securities' operations would be
more successful as a company unaffiliated with PCC Group. As a result, we
recently decided to spin-off ETS Securities, which spin-off we anticipate
will occur later this calendar year.
Although both of our new Internet businesses are now operating and generating
revenues, to date most of our revenues are still being generated by PCC
Group's traditional wholesale distribution business.
Unless otherwise specified or otherwise indicated by its context, 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 . . . . . . . . 100,000 shares
Common stock to be outstanding 3,130,339 shares
after the offering . . . . . . .
Use of proceeds from the sale of All of the proceeds will be
common stock in this offering.. received by the selling shareholder.
We will bear estimated expenses of
approximately $5,000.
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,[ resulting in lower revenues
and adverse financial consequences.]
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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 manufacturers in the market,
sales in our historical operations have recently declined substantially. For
the fiscal year ended September 30,1999 our revenues decreased by $10.1
million or 12.7 % compared to the revenues for the fiscal year ended
September 30, 1998. Due in part to the decrease in our revenues we
experienced a loss of $2,024,343 in fiscal 1999 compared to net income of
$244,081 in the prior fiscal year. If the decline in revenues continues, our
financial condition will be further adversely affected. Although revenues are
increasing from our Internet operations, particularly from Computer Discount
Center, Inc., overall our Internet operations are still operating on a
combined basis, at a net loss with negative cash flow.
We Must Frequently Distribute New Products Or Risk Losing Sales
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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 customers 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
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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 from time to time 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
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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 continue to decline and may
jeopardize the viability of our primary business .
[]
[Because we Have Limited Experience In Internet Commerce Operations, our new
Internet operations are subject to the risks associated with start-up
businesses].
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During most of our prior history, we have been primarily engaged in the
wholesale distribution of certain computer parts and products. During the
last fiscal year we have started three new businesses, two of which we
currently still own and operate (the third business we recently sold). Both
of those new businesses represents, a material deviation of our prior
business experience and expertise. In particular, we have no experience in
the securities brokerage business that we currently carry on through ETS
Securities. Although we have attempted to hire personnel that has the
requisite experience, we will still be subject to all of the risks and
problems associated with start-up businesses, including lack of adequate
funding, no name recognition, extreme competition , and the high costs of
entering a new business. As a result, there is no history by which our
expected future performance in these businesses can be measured.
[]
[We Face Very Strong Competition in Our New Internet Businesses, which could
limit our ability to grow and suceed].
All of the new Internet businesses that we are currently engaged in are
extremely competitive and are dominated by well funded, internationally known
business. For example our on-line brokerage business competes with E*Trade,
Ameritrade, and Datek, as well as most of the traditional broker/dealers that
now provide on-line brokerage services. In addition, there are numerous
smaller and very competitive on-line brokerage businesses that compete
directly with us in some or all of the market segments that we currently
operate in or intend to expand into. In each of the Internet-related markets
that we will operate, including the Internet computer retail business and the
on-line securities broker-dealer business, we will be either new businesses
or minor parties. As a result we will be subject to all of the risks
associated with small companies competing against large, well established
companies.
[]
[Industry Trends indicate a decline in our principal business]
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We believe that the growth rate of personal computer components that we
distribute has declined and may remain below the growth rate from prior years
for the foreseeable future. As a result we could experience decreased demand
for our products and increased competition. This decline in the growth rate
could adversely affect our largest business.
DON: ADD THIS RISK FACTOR TO THE FORM S-3
[]
[Conversion of Outstanding Preferred Stock Could Result in Significant
Dilution of Holders of the Common Stock and a Decrease in the Stock Price]
[]
[There currently are outstanding a total of 400 shares of our 8%
Convertible Preferred Stock, which shares are convertible into shares of our
common stock. The number of shares of common stock that the 8% Convertible
Preferred Stock can be converted into is based on the trading price of our
common stock at the time of the conversion (subject to a maximum of 345,150
more shares of common stock). This conversion formula could result in a
significant amount of dilution to the holders of the common stock, including
the purchasers of the common stock offered by this Prospectus, if the 8%
Convertible Preferred Stock is converted when the trading price is low. For
example, if the 8% Convertible Preferred Stock is converted at a price of
$1.16 per share, all of the remaining 345,150 shares of common stock would be
issued. However, if the 8% Convertible Preferred Stock were to be converted,
for example, when the trading price of the common stock is $5.00 the number
of shares that the 8% Convertible Preferred Stock would be converted into
would be only 80,000 shares. Therefore, the conversion of the remaining
shares of 8% Convertible Preferred Stock will result in more shares of common
stock outstanding for the same amount of 8% Convertible Preferred Stock,
which could cause the trading price of the common stock to decrease].
We Operate on Low Profit Margins Which Exposes us to Losses
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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, putting us at the risk of not
having products to sell].
In both our wholesale distribution business and in our Internet retail
computer business, we are dependent upon third party suppliers for the
computer products and components that we sell. Accordingly, if there is any
disruption in the availability of computer products from these suppliers, our
ability to sell goods will be disrupted. 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, the loss of whom will adversely affect our
business].
---------------------------------
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, which may result in losses to the purchaser
of the shares offered by this prospectus.
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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 $1.25 and a high of $5.00.
We Do Not Plan to Pay Cash Dividends on Our Common Stock
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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 Issue Additional Shares of Preferred Stock With Priority Rights Over
the Common Stock, thereby diminishing the rights of the holders of the common
Stock].
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We currently have outstanding two series of preferred stock, that have
priority over the common stock upon liquidation or certain other events. Our
articles of incorporation permit our board of directors to designate the
terms of, and to issue, up to 4,998,450 additional 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,
1999, 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, 1999.
* Quarterly report on Form 10-Q for the fiscal quarter ended March 31,
2000.
[]
* [Quarterly report on Form 10-Q for the fiscal quarter ended June 30,
2000].
* 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.333-40892). 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
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 bear the costs and expenses of registering the shares
offered by the selling shareholder, which we currently estimate to be about
$5,000.
SELLING SHAREHOLDER
[]
All of the shares offered under this prospectus will be offered by
Tachai Industrial Co. LTD, the selling shareholder. Mr. Chang Ta Ching
exercises sole powers over the shares owned by Tachai Industrial Co. Ltd.
Except as indicated below, neither Tachai Industrial Co. Ltd 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 Tachai
Industrial Co. Ltd as of August 07, 2000 based on the number of shares of
common stock outstanding as of that date. The table assumes that Tachai
Industrial Co. Ltd will sell all of the shares registered hereby, and that it
will make no other purchases or sales of our common stock. However, Tachai is
not obligated to sell its shares at any time or at any price. [In connection
with its purchase of the 100,000 shares covered hereby, Tachai Industrial Co.
Ltd requested that the shares be registered in this prospectus]. Therefore,
we cannot state with certainty the number of shares of common stock that will
be owned by Tachai Industrial Co. Ltd upon the termination of this offering.
Shares of
Shares of Common Stock Number of Common Stock
Beneficially Owned Shares of Beneficially Owned
Prior to the Offering Common After the Offering
Name of ----------------------- Stock ------------------
Selling Shareholder Number Percentage Offered Number Percentage
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Tachai Industrial Co.
Ltd 100,000 3.2% 100,000 0 0%
PLAN OF DISTRIBUTION
We are registering the shares of common stock on behalf of Tachai Co.
Ltd., 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 the selling shareholder may be considered an underwriter 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, 1999, have been
audited by BDO Seidman, LLP, independent certified public accountants. The
accountant's report is included in 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 100,000 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. Common Stock
information contained in this
prospectus is current only as of
its date.
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TABLE OF CONTENTS
PROSPECTUS
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Prospectus Summary . . . . . . . . . . 2
General Information About Us . . . 2
The Offering . . . . . . . . . . . 2
Risk Factors . . . . . . . . . . . . . 3 []
Where You Can Find More Information . . 6 [August --, 2000]
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 . . . $ 40
Accountants' fees and expenses . . . . . . . . . . . . . $ 500
Legal fees and expenses . . . . . . . . . . . . . . . . . $4,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . $ 460
-------
Total . . . . . . . . . . . . . . . . . . . . . . . $ 5,000
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 Subscription Agreement.*
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Troy & Gould Professional Corporation (included in Exhibit
5.1 hereof).
-----------------------------------
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. 1 to the 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 August 08, 2000.
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 August 08, 2000
----------------------- Chief Executive Officer
Jack Wen (Principal Executive Officer)
/s/ Donald Johnson Vice President an August 08, 2000
----------------------- Chief Financial Officer
Donald Johnson (Principal Financial and
Principal Accounting Officer)
/s/ Gary Blum Director August 08,2000
-----------------------
Gary L. Blum
/s/ George Rodda, Jr. Director August 08, 2000
-----------------------
George Rodda, Jr.
INDEX TO EXHIBITS
4.1 Subscription Agreement.
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Troy & Gould Professional Corporation(included in Exhibit
5.1)
PCC Group, Inc.
163 University Parkway
Pomona, Ca. 91768
Tel. No. (909)869-6133
Fax No. (909)869-6128
SUBSCRIPTION AGREEMENT
I, Chang Ta Ching ("Purchaser"), subscribe to purchase
100,000 shares of Common Stock, $.01 par value per share, in PCC
Group, Inc., a California corporation (the "Company").
I agree to pay $ 200,000 (total purchase price) on or before
June 15, 2000 (date), by check payable to PCC Group, Inc. in U.S.
dollars, subject to the shares or a certificate therefore being
delivered to me after that date.
Shares to be issued in the name(s) of Tachai Industrial Co. Ltd ,
and delivered to:
Name: Chang Ta-Ching
Address: 2771 Native Ave.
City: Rowland Heights, Ca
Zip: 91748
The shares will be issued subject to rule 144, The Company will
immediately proceed on a best efforts to register the stock under
form S-3. The Company warrants that it is eligible to file S-3,
and will make a best efforts to register the stock as soon as
possible.
Signed _____________________ Date____________
PCC Group, Inc.
Signed and Accepted___________________ Date____________
Purchaser
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 of our report
dated December 10, 1999, 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, 1999.
We also consent to the reference to us under the caption "Experts" in the
prospectus.
Los Angeles, California
August 08, 2000
