As filed with the Securities and Exchange Commission on December 8, 1999
Registration No. 333-71457
=====================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 3
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SEDONA CORPORATION
(FORMERLY SCAN-GRAPHICS, INC.)
(Exact name of registrant as specified in its charter)
Pennsylvania 95-4091769
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification number)
-----------------------
649 North Lewis Road,
Suite 220
Limerick, Pennsylvania 19468
(610) 495-3003
(Address including zip code, and telephone number,
including area code, of Registrant's principal
executive offices)
MARCO A. EMRICH
President, Chief Executive Officer
Sedona Corporation
649 North Lewis Road, Suite 220
Limerick, Pennsylvania 19468
(610) 495-3003
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to
ROBERT B. MURPHY, ESQ.
Piper Marbury Rudnick & Wolfe LLP
1200 Nineteenth Street, N.W.
Washington, D.C. 20036
202-861-3900
<PAGE>
---------------------------
Approximate Date of Proposed Sale to the Public: From time to time
after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] I
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.
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(2)
<PAGE>
PROSPECTUS
SEDONA CORPORATION
Formerly Scan-Graphics, Inc.
4,918,211 Shares Common Stock
----------------
The selling shareholders, listed on pages ____, may offer from time to
time 4,918,211 shares of our common stock under this prospectus. No underwriter
is being used in connection with this offering of common stock. The selling
shareholders may offer and sell their shares to or through broker-dealers, who
may receive compensation in the form of discounts, concessions or commissions
from the selling shareholders, the purchasers of the shares, or both. We will
not receive any of the proceeds from the sale of shares.
The price of the common stock being offered under this prospectus will
be the market price of our common stock. Our common stock, formerly traded on
the Nasdaq Small Cap Market under the symbol SCNG, is currently traded on the
Nasdaq Small Cap Market under the symbol SDNA. On December __, 1999, the closing
bid price of one share of our common stock was $_____.
--------------------
Investing in our common stock involves a high degree of risk. You
should carefully read and consider the risk factors beginning on page __.
--------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities 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 December _, 1999.
(3)
<PAGE>
TABLE OF CONTENTS
Page
----
The Company....................................................
Risk Factors...................................................
Recent Developments............................................
Use of Proceeds................................................
Selling Shareholders...........................................
Plan of Distribution...........................................
Legal Matters..................................................
Experts........................................................
Where You Can Find More Information............................
Forward-Looking Statements.....................................
THE COMPANY
Sedona Corporation develops, markets and supports enterprise scale
knowledge management software solutions that provide non-technical business
users with the ability to intuitively access, query, visualize and analyze
information critical to making optimal business decisions. Our products are
built upon a modern technology foundation including: - intranet and Internet
compatibility, - flexible, platform neutral technology that supports relational
databases for Oracle Corporation as well as other leading database, content and
application providers, and - systems support for integration with Windows 95,
Windows 98 and Windows NT. Our products are designed to scale to meet the needs
of large organizations deploying thousands of users with very large data storage
and retrieval requirements. Our applications are designed to be highly
configurable, allowing for customized industry-specific and company-specific
system deployments as well as cross-industry functional applications including
customer relationship management, supply chain management, strategic decision
support, and enterprise resource planning. Our objective is to establish and
maintain a leadership position in the market for business intelligence visually
enabled software whether used by internet-based applications, data warehousing
content providers or enterprise line-of-business applications. Our strategy is
to provide differentiating solutions to high-end enterprise applications in a
broad range of industries and achieve universally successful customer
implementations of our partner applications. Our principal executive offices are
located at 649 North Lewis Road, Limerick, Pennsylvania 19468, and our telephone
number is (610) 495-3003.
(4)
<PAGE>
RISK FACTORS
You should carefully consider the following risk factors as well as
other information contained in this prospectus or in documents to which we refer
you before deciding to invest in shares of our common stock.
We Have Had A History of Operating Losses
Sedona Corporation has incurred net operating losses in recent years.
As of September 30, 1999, we had an accumulated deficit of $32.95 million and
stockholders' equity of $2.28 million. If our current and future products fail
to gain acceptance in the marketplace, we believe it is unlikely that we will be
able to reverse our operating loss trend or assure you of our future
profitability.
This Offering May Depress Our Stock Price
Under this prospectus, the selling shareholders are offering shares
representing approximately 17.80% of our outstanding common stock as of
September 30, 1999. Sales of a substantial number of shares of common stock in
the public market by the selling shareholders may decrease the prevailing market
price for our common stock and could impair our ability to raise capital through
the sale of our equity securities.
The Exercise of Warrants or Options May Depress Our Stock Price
There are a significant number of warrants and options to purchase our
common stock outstanding. Holders may sell the common stock acquired upon
exercise of the warrants and options at a market price that exceeds the exercise
price of the warrants and options paid by the holders. Sales of a substantial
number of shares of common stock in the public market by holders of warrants or
options may depress the prevailing market price for our common stock and could
impair our ability to raise capital through the future sale of our equity
securities. As of September 30, 1999, there were outstanding: - warrants, other
than those offered under this prospectus, to purchase 5,984,069 shares of our
common stock of which 5,216,066 shares were immediately exercisable. Those
outstanding warrants are exercisable at prices ranging from approximately $0.38
to $4.00 per share. The weighted average exercise price of all outstanding
warrants as of September 30, 1999, was approximately $2.56 per share; and
options to purchase 2,023,611 shares of our common stock, of which 802,778
shares were immediately exercisable. All of these options were issued to our
officers, directors, employees and contractors and are exercisable at prices
ranging from approximately $0.47 to $4.00 per share. The weighted average
exercise price of all options outstanding as of September 30, 1999 was
approximately $2.28 per share.
The Conversion of the Series B and Series F Preferred Stock
May Depress Our Stock Price
When the conversion price for each share of series B or series F
preferred stock is below the fair market value of our common stock, the holders
of the series B or series F preferred stock may profit by converting all or a
portion of their preferred stock to common stock and selling the common stock
acquired upon conversion in the public market. Sales of a substantial number of
shares of common stock in the public market by holders of the series B or series
F preferred stock may depress the prevailing market price for our common stock
and could impair our ability to raise capital through the future sale of our
equity securities. As of September 30, 1999, there were outstanding: - 1,000
shares of our series B preferred stock. Beginning on April 1, 2000, the holders
of our series B preferred stock can convert their shares into shares of our
common stock at the lower of $2.30 or the average last trade price for the 25
days preceding the date on which the holder desires to convert; and - 1,000
shares of our series F preferred stock. Beginning on May 24, 2000, holders of
our series F preferred stock can convert their shares into shares of our common
stock at the lower of $1.41 or the average last trade price for the twenty-five
days preceding the date on which the holder desires to convert.
(5)
<PAGE>
We Do Not Anticipate Paying Dividends on Our Common Stock
We have not paid any cash dividends on our common stock and we do not
anticipate doing so in the next twelve months. Because you would receive no
income due to your share ownership, the value of your shares will be determined
solely by the market price of our common stock. We cannot assure you that this
practice will not adversely affect the prevailing market price for our common
stock or that our common stock will be attractive to all types of investors.
We May Require Additional Capital That May Not Be Available
We will not receive any of the proceeds from the sale of shares by the
selling shareholders. To conduct our operations as currently contemplated for a
period of at least one year, we may require additional financing, from the
proceeds of the exercise of currently outstanding warrants or other financing
activities. Therefore, we are actively pursuing various sources of asset based
loans and new equity infusions to provide additional funding. In addition, we
may need to raise substantial additional funds to support our long-term growth.
Our failure to obtain any necessary financing may force us to reduce our
expenditures or sell assets or proprietary rights to generate sufficient
operating funds. In addition, we can offer you no assurance that any of the
outstanding warrants will be exercised, that other additional financing will be
available to us at all or on terms acceptable to us, or that we can reduce our
expenditures or sell assets or proprietary rights without having a material
adverse effect on our business.
(6)
<PAGE>
We May Not Be Able to Utilize Our Net Operating Loss Carryforwards
NOLs may be used, subject to specific restrictions, to offset taxable
income obtained in future years to decrease or eliminate particular federal or
state taxes that otherwise would be required to be paid on our taxable income.
Although we have taken steps that we believe will improve our results of
operations, product acceptance and the potential market for our new products is
uncertain. Thus, we can offer you no assurance that we will be able to reverse
our operating loss trend and be able to utilize our NOLs. The federal NOLs, if
unused, will expire between 1999 and 2018. The state NOLs will expire between
2005 and 2008. As of December 31, 1998, we had federal net operating loss
carryforwards for federal income tax purposes aggregating approximately $24.1
million. In addition, we had state net operating loss carryforwards for state
income tax purposes aggregating approximately $5.2 million. As of December 31,
1998, the related deferred tax asset amounted to approximately $8.7 million and
had been entirely offset by a valuation allowance of $8.7 million because we
believe that sufficient uncertainty exists whether we will be able to realize
any of it.
Limitations on the Use of Net Operating Loss Carryforwards
Section 382 of the Internal Revenue Code of 1986 imposes an annual
limitation on the amount of taxable income that may be offset by net operating
loss carryforwards of a corporation if the losses giving rise to the NOLs were
incurred before a change in ownership. Our use of the NOLs to offset future
taxable income will be limited by Section 382 of the Internal Revenue Code and
may be further limited by other provisions of that code. The Internal Revenue
Service may dispute the amount of the NOLs available to us. In addition, it may
disagree with our interpretation of how Section 382 applies to limit our use of
the NOLs, or may contend that limitations contained in the code, other than
those discussed above, apply to limit our available NOLs. Therefore, we can give
no assurances regarding the existence or potential use of the NOLs.
Our Technology May Become Obsolete
We maintain continuous research and development programs to maintain
our software products as technically strong competitive offerings to the market
for each product. However, our competitors may develop technologies and products
that are more attractive than any that we are developing and marketing or that
would render some or all of our technologies and products obsolete or
noncompetitive.
The Intensely Competitive Nature of Our Industry May Limit Our Ability to
Maintain Our Market Position.
The internet software and business intelligence and software industries
are extremely competitive. We compete with a number of companies many of which
have substantially greater financial and marketing resources. The competition in
our industry may limit our ability to maintain and increase our market position
for our various products. In addition, we have only recently begun to compete in
the business intelligence software market and we cannot offer any assurance to
you that we can successfully compete with the more established competitors in
that market.
(7)
<PAGE>
If Our Operating Results Fluctuate, Our Business And The Price of Our Stock May
Be Adversely Affected
Our net revenue and operating results may fluctuate significantly
because of a number of factors, many of which are outside of our control.
Consequently, we may experience a shortfall in revenue or earnings or fail to
meet public market expectations, which could materially adversely affect our
business, financial condition and the market price of our common stock. The
factors that may cause our net revenue and operating results to fluctuate
significantly include: - level of product and price competition; - length of our
sales cycle; - the size and timing of individual license transactions; - delay
or deferral of customer implementations of our products; - success in expanding
our customer support organization, direct sales force and indirect distribution
channels; - timing of new product introductions and product enhancements;
appropriate mix of products and services sold; - activities of and acquisitions
by competitors; - timing of new hires; and - our ability to develop and market
new products and control costs.
A Deterioration of Our Strategic Relationships Or A Failure To Establish New
Relationships May Have An Adverse Effect on Our Business
We have established strategic relationships with a number of
organizations that we believe are important to our sales, marketing and support
activities and the development and implementation of our products. In
particular, we have established non-exclusive strategic relationships with
companies such as Oracle Corporation and Axicom Corporation. We also have
significant relationships with other application and content providers. Any
deterioration of our relationships with these companies, or a failure to
establish new relationships in the future, could have a material adverse effect
on our business, results of operations and financial condition.
The Availability of Third Party System Integrators Is Integral To The Success
of Our Business
Our current and potential customers may have to rely on third-party
system integrators to develop, deploy and/or manage our applications. If we do
not adequately train a sufficient number of system integrators or, if these
integrators do not have or devote the resources necessary to implement our
products, our business, operating results and financial condition could be
materially and adversely affected.
Our Success Depends Upon The Compatibility Of Our Products With The Internet
Our applications communicate through public and private networks over
the Internet. Our success may depend, in part, on our ability to develop
products which are compatible with the Internet. The increased commercial use of
the Internet could require substantial modification and customization of our
products and the introduction of new products. We may not be able to effectively
migrate our products to the Internet or successfully compete in the
Internet-related products and services market.
(8)
<PAGE>
The Internet May Not Be A Commercially Viable Medium For Our Products
Critical issues concerning the commercial use of the Internet,
including security, reliability, cost, ease of use, accessibility, quality of
service and potential tax or other government regulation, remain unresolved and
may affect the use of the Internet as a medium to support the functionality of
our products and usage of our software. If these critical issues are not
favorably resolved, our business, operating results and financial condition
could be materially and adversely affected.
If Our Products Fail To Meet The Evolving Requirements of Our Customers,
Our Business May Be Adversely Affected
We may not be successful in developing, marketing and releasing new
products or new versions of our applications that respond to technological
developments, evolving industry standards or changing customer requirements. We
may also experience difficulties that could delay or prevent the successful
development, introduction and sale of these enhancements. In addition, these
enhancements may not adequately meet the requirements of the marketplace and may
not achieve any significant degree of market acceptance. If release dates of any
future products or enhancements to an application are delayed, or if these
products or enhancements fail to achieve market acceptance when released, our
business, operating results and financial condition could be materially and
adversely affected. In addition, new products or enhancements by our competitors
may cause customers to defer or forgo purchases of our products, which could
have a material adverse effect on our business, financial condition and results
of operations.
We May Lose Revenue As A Result of Product Defects
Software products frequently contain errors or failures, especially
when first introduced or when new versions are released. Although we conduct
extensive product testing during product development, we may be forced to delay
the commercial release of products until the correction of software problems. We
could lose revenues as a result of software errors or defects. Our products are
intended for use in applications that may be critical to a customer's business.
As a result, we expect that our customers and potential customers will have a
greater sensitivity to product defects than the market for software products
generally. Testing errors may also be found in new products or releases after
commencement of commercial shipments, resulting in loss of revenue or delay in
market acceptance, damage to our reputation, or increased service and warranty
costs, any of which could have a material adverse effect upon our business,
operating results and financial condition.
Limited Protection of Proprietary Information
We rely primarily on a combination of copyright, trade secret and
trademark laws, confidentiality procedures and contractual provisions to protect
our proprietary rights. We also believe that the technological and creative
skills of our personnel, new product developments, frequent product
enhancements, name recognition and reliable product maintenance are essential to
establishing and maintaining a technology leadership position. We seek to
protect our software, documentation and other written materials under trade
secret and copyright laws, which afford only limited protection. Others may
develop technologies that are similar or superior to our technology or design
around our technology. Despite our efforts to protect our proprietary rights,
unauthorized parties may attempt to copy aspects of our products or to obtain
and use information that we regard as proprietary. Policing unauthorized use of
our products is difficult. In addition, the laws of some foreign countries do
not protect our proprietary rights as fully as do the laws of the United States.
Our means of protecting our proprietary rights in the United States or abroad
may not be adequate. We have entered into agreements with customers which
require us to place our application source code into escrow. These agreements
generally provide that our customers will have a limited, non-exclusive right to
use our application source code if: - there is a bankruptcy proceeding by or
against us; - we cease to do business; or - we fail to meet our support
obligations.
(9)
<PAGE>
Year 2000 Risks
While we believe that most of our currently developed and actively
marketed products are year 2000 compliant for essentially all functionality, our
software products could contain errors or defects relating to year 2000. The
costs associated with an assessment of our systems and software for year 2000
functionality is not expected to be material. In addition, we believe that, with
modifications to existing software and conversions to new software, the year
2000 issue will not pose significant operational problems for our computer
systems. However, if these modifications and conversions are not made, or are
not completed in a timely manner, the year 2000 issue could have a material
adverse impact on our operations. Additionally, the systems of other companies
with which we do business may not address any year 2000 problems on a timely
basis, which could have an adverse effect on our systems or business
transactions. We believe that our exposure on year 2000 issues is not material
to our business as a whole.
(10)
<PAGE>
RECENT DEVELOPMENTS
Equity Transactions
On September 16, 1999, we completed the repurchase of all of our class
A, series E convertible preferred stock, plus one-third of associated warrants
to purchase shares of our common stock exercisable at $2.25 per share, and
one-third of associated warrants to purchase shares of our common stock
exercisable at $4.00 per share. The purchase price for each share of our series
E preferred stock and the associated warrants equaled 110% of the principal
amount of $1,000 per share of our series E preferred stock plus all of the
dividends that had accrued through September 15, 1999. All of the shares
underlying the remaining 914,263 warrants exercisable at $4.00 per share are
being registered for resale under this prospectus. We funded the majority
portion of the repurchase of our series E preferred stock, with the proceeds of
a private placement of $2,376,487 of units of our securities. Each unit sold in
the private placement consisted of 50,000 shares of our common stock and
warrants to purchase 44,444 shares of our common stock at an exercise price of
$2.25 per share. All of these shares of our common stock, as well as the shares
of common stock issuable upon the exercise of these warrants, are being
registered for resale under this prospectus.
On August 25, 1999, we sold 1,142,858 shares of our common stock
through a negotiated partial exercise of an outstanding warrant by its holder
and realized total net proceeds of approximately $2,000,000. The outstanding
warrant originally permitted the holder to acquire 2,100,000 shares of our
common stock at an exercise price of $4.00 per share. After considering our
needs for working capital and additional funds that were required to repurchase
the series E preferred stock described above, we negotiated with the warrant
holder to permit partial exercise of the warrant at an exercise price of $1.75
per share. The portion of the proceeds not used to repurchase the series E
preferred stock will be used for our working capital needs.
Disposition of Assets
On July 16, 1999, we completed the sale of the assets of our Technology
Resource Centers division to Diversified Technologies, Inc. Also, during July
1999, our board of directors decided to sell our Tangent imaging systems
division. On September 17, 1999, we completed the sale of Tangent to Colortrac,
Inc.
As a result of these transactions which were reported in a Form 8-K
filing on October 4, 1999, as amended on November 1, 1999, substantially all of
our revenue generating operations have been sold. With the completion of these
two sales, we are now wholly focused on the development of our internet-based
business intelligence software products.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of our
common stock by the selling shareholders. If any or all of the warrants held by
the selling shareholders are exercised, we intend to use the net proceeds for
product development, sales and marketing expenses, working capital and general
corporate purposes. Temporarily, we may invest the net proceeds from the
exercise of the warrants, if any, in high grade short term interest bearing
investments.
(11)
<PAGE>
SELLING SHAREHOLDERS
The following table includes information concerning the beneficial
ownership of our common stock held by the selling shareholders as of September
30, 1999: - the number of shares being registered to permit sales from time to
time by the selling shareholders, and - the total beneficial ownership of shares
of our common stock if all shares so registered should be sold by the selling
shareholders. Beneficial ownership is determined by the rules of the SEC, and
includes voting or investment power of the shares beneficially owned. All shares
are beneficially owned, and sole voting and investment power is held by the
person named, unless otherwise noted. The table assumes that: - all of the
shares listed under "Number of Shares of Common Stock to be Offered" will be
sold; - none of the selling shareholders will sell securities which are
beneficially owned by them, but not listed under "Number of Shares of Common
Stock to be Offered," and - none of the selling shareholders will acquire
additional shares of our common stock or securities convertible into or
exchangeable for our common stock.
<TABLE>
<S> <C> <C> <C> <C>
TOTAL NUMBER OF
COMMON STOCK SHARES OF COMMON STOCK
OWNED BEFORE COMMON STOCK OWNED AFTER
NAME THE OFFERING TO BE OFFERED THE OFFERING
- ---- ------------ ------------- ------------
NUMBER PERCENT
Richard Bruce
Rabinowitz 6,093(1) 2,886 3,207 *
American Friends of
Tiferet Tiberias
Institutions, Inc. 54,815(1) 25,965 28,850 *
Milwaukee
Kollel, Inc. 54,815(1) 25,965 28,850 *
Wayne Saker 36,543(1) 17,310 19,233 *
Keren MYCB
Elias, Inc. 54,815(1) 25,965 28,850 *
Leonard J. Adams 36,543(1) 17,310 19,233 *
The Jerusalem Fund 72,123(1) 25,965 46,158 *
Herman & Nanni
Bodenheimer 52,390(1) 13,156 39,234 *
Gabriel Bodenheimer 8,770(1) 4,154 4,616 *
Thomas Meyer 18,280(1) 8,659 9,621 *
Charles Kushner 182,717(1) 86,550 96,167 *
Richard Stadtmauer 73,087(1) 34,620 38,467 *
Murray Kushner 109,630(1) 51,930 57,700 *
Josh Berkowitz 9,137(1) 4,328 4,809 *
Michael Kule 3,654(1) 1,731 1,923 *
Rita Folger 53,851(1) 17,310 36,541 *
Vavel Corp. 109,630(1) 51,930 57,700 *
Karfunkel Family
Foundation, Inc. 53,851(1) 17,310 36,541 *
Jules Nordlicht 302,909(1) 77,895 225,014 1.03
ACE Foundation 538,513(1) 173,100 365,413 1.68
Huberfeld/Bodner
Family Foundatio 142,231(1) 44,141 98,090 *
Abraham Elias 27,408(1) 12,983 14,425 *
Millennium PartnersLP 365,433(1) 173,100 192,333 *
Charles Soltis(2) 5,000(1) 5,000 0 *
Barry Maser(3) 20,000(4) 10,000 10,000 *
George Griffin(5) 150,000(1) 150,000 0 *
Michael G. Cunniff(6) 30,000(1) 12,000 18,000 *
Osprey Partners(7) 747,083(1) 232,500 514,583 2.36
Laurence L.
Osterwise(8) 1,438,888(1) 888,888 550,000 2.52
Marco Emrich(9) 725,000(4) 525,000 200,000 *
C&F Global
Enterprises, Inc.(10) 246,874(1) 30,000 216,874 *
G3 Capital, LLC (11) 472,220(1) 472,220 0 *
Steve Ficyk (12) 50,800(1) 35,000 15,800 *
David S. Hirsch (13) 389,017(4) 60,000 329,017 1.51
Jared A. Davis 47,222(1) 47,222 0 *
A. David Davis 23,611(1) 23,611 0 *
Robert DiSilvestro 25,016(1) 25,016 0 *
Shane Tritsch 23,611(1) 23,611 0 *
Michael D. Theye 23,611(1) 23,611 0 *
Todd C. Tritsch 23,611(1) 23,611 0 *
(12)
<PAGE>
Michael L.
O'Shaughnessy 23,611(1) 23,611 0 *
Sol-Rich Capital
Group, LLC 141,666(1) 141,666 0 *
Alan L. Scott 47,222(1) 47,222 0 *
Todd R. Ricker 9,444(1) 9,444 0 *
Paul K. Nguyen 9,444(1) 9,444 0 *
Vu Phat Lam 9,444(1) 9,444 0 *
Josh Adler 9,444(1) 9,444 0 *
Anthony J. Suraci
& Donna S. Suraci 94,444(1) 94,444 0 *
M. Jay Walkingshaw 94,444(1) 94,444 0 *
Joseph Matarazzo 14,167(1) 14,167 0 *
William J. Ritger 241,388(1) 188,888 52,500 *
Claudia H. O'Donnell 141,666(1) 141,666 0 *
Terrell H. Spraggins
& Patricia E.
Spraggins 94,444(1) 94,444 0 *
A. Judson Hill
& Kathryn
V. Hill 37,778(1) 37,778 0 *
David C. Brown 94,444(1) 94,444 0 *
Robert K. Brooks 47,222(1) 47,222 0 *
Security Trust
Company FBO
J. Glen McLeod
IRA 47,222(1) 47,222 0 *
Allen B. Aker, MD 188,888(1) 188,888 0 *
Security Trust
Company FBO
Paul H. Dragul
IRA 47,222(1) 47,222 0 *
Nelson G. Griffin 9,444(1) 9,444 0 *
Toan D. Bui 9,444(1) 9,444 0 *
Bert D. Siegel &
Marion Lee
Siegel JT TEN 141,666(1) 141,666 0 *
</TABLE>
- ---------------------------------------
<TABLE>
<S> <C>
* Represents beneficial ownership of one percent or less of the outstanding shares of common stock.
(1) Includes shares issuable upon exercise of outstanding warrants.
(2) Charles Soltis provides business development consulting services to us.
(3) Barry Maser provides business development consulting services to us.
(4) Includes shares issuable upon exercise of outstanding warrants, and of outstanding options.
(5) Mr. Griffin provides management consulting services to us.
(6) Mr. Cunniff provides management consulting services to us.
(7) Osprey Partners provides management consulting services to us.
(8) Mr. Osterwise is our chairman of the board of directors.
(9) Mr. Emrich is our president, chief executive officer and a director.
(10) C&F Global Enterprises, Inc. provides certain management consulting services to us.
(11) G3 Capital, LLC provides management consulting services to us.
(12) Mr. Ficyk provides management consulting services to us.
(13) Mr. Hirsch is a director.
</TABLE>
(13)
<PAGE>
PLAN OF DISTRIBUTION
We are registering the shares on behalf of the selling shareholders.
The shares being registered are owned or may be acquired by the selling
shareholders upon exercise of warrants. Selling shareholders, as used in this
prospectus, includes donees, pledgees, transferees or other successors in
interest who may receive shares from a named selling shareholder after the date
of this prospectus. The selling shareholders may offer their shares of our
common stock at various times in one or more of the following transactions:
* in ordinary broker's transactions on Nasdaq or any national
securities exchange on which our common stock may be listed at
the time of sale;
* in the over-the-counter market;
* in private transactions other than in the over-the-counter
market;
* in connection with short sales of other shares of our common
stock in which shares are redelivered to close out positioning;
* by pledge to secure debts and other obligations;
* in connection with the writing of non-traded and exchange-traded
call options, in hedge transactions and in settlement of other
transactions in standardized or over-the-counter options; or
* in a combination of any of the above transactions.
The selling shareholders may sell their shares at market prices
prevailing at the time of sale, at prices related to the prevailing market
prices, at negotiated prices or at fixed prices. The selling shareholders may
use broker-dealers to sell their shares. If this happens, broker-dealers will
either receive discounts or commissions from the selling shareholders, or they
will receive commissions from purchasers of shares for whom they acted as
agents.
Selling shareholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Exchange
Act. Shareholders must meet the criteria and conform to the requirements of that
rule. The selling shareholders and the broker-dealers to or through whom sale of
the shares may be made could be deemed to be underwriters within the meaning of
the Securities Exchange Act, and their commissions or discounts and other
compensation received in connection with the sale of the shares may be regarded
as underwriters' compensation, if the SEC determines that they purchased the
shares in order to resell them to the public.
The selling shareholders have not advised us of any specific plans for
the distribution of the shares covered by this prospectus. When and if we are
notified by any of the selling shareholders that any material arrangement has
been entered into with a broker-dealer or underwriter for the sale of a material
portion of the shares covered by this prospectus, a prospectus supplement or
post-effective amendment to the registration statement will be filed within the
SEC. This supplement or amendment will include the following information:
(14)
<PAGE>
* the name of the participating broker-dealer(s) or underwriters, -
the number of shares involved;
* the price or prices at which the shares were sold by the selling
shareholders;
* the commissions paid or discounts or concessions allowed by the
selling shareholders to the broker-dealers or underwriters; and
* other material information.
We have advised the selling shareholders that the anti-manipulation
rules promulgated under the Securities Exchange Act, including Regulation M, may
apply to sales of the shares offered by the selling shareholders. We have agreed
to pay all costs relating to the registration of the shares. Any commissions or
other fees payable to broker-dealers in connection with any sale of the shares
will be paid by the selling shareholders or other party selling the shares.
LEGAL MATTERS
The validity of the shares of common stock offered was passed upon for
us by Schnader Harrison Segal & Lewis LLP.
EXPERTS
The consolidated financial statements and schedules of Sedona
Corporation at December 31, 1998, and for the year then ended, incorporated by
reference in this prospectus and registration statement, have been audited by
Ernst & Young LLP, independent auditors, and at December 31, 1997, and for each
of the two years in the period then ended, by BDO Seidman, LLP, independent
certified public accountants, as described in the reports of the firms
incorporated by reference elsewhere in this prospectus and registration
statement, and are included in reliance upon these reports given on the
authority of the firms as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
Sedona is subject to the informational requirements of the Securities
Exchange Act of 1934. We file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
document we file at the SEC's public reference rooms at the SEC's principal
office at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the SEC's regional offices at Seven World Trade Center, 13th Floor, New York,
New York 10048, and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. You may obtain operation information for this public
reference room by calling 1-800-SEC-0330. Our SEC filings are also available to
the public from the SEC's website at http://www.sec.gov. In addition, any of our
SEC filings may also be inspected and copied at the offices of The Nasdaq Stock
Market, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
(15)
<PAGE>
We have filed with the SEC a registration statement on Form S-3
covering the common stock offered by this prospectus. You should be aware that
this prospectus does not contain all of the information contained or
incorporated by reference in that registration statement and its exhibits and
schedules, particular portions of which have been omitted as permitted by the
SEC rules. For further information about Sedona and our common stock, we refer
you to the registration statement and its exhibits and schedules. You may
inspect and obtain the registration statement, including exhibits, schedules,
reports and other information filed by Sedona with the SEC, as described in the
preceding paragraph. Statements contained in this prospectus concerning the
contents of any document we refer you to are not necessarily complete and in
each instance we refer you to the applicable document filed with the SEC for
more complete information.
The SEC allows us to incorporate by reference the information we file
with them, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is
considered to be part of this prospectus, and the information that we file at a
later date with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below as well as
any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934:
(a) Our annual report on Form 10-K for the fiscal year ended December
31, 1998.
(b) Our quarterly report on Form 10-Q for the period ended March 31,
1999.
(c) Our quarterly report on form 10-Q for the period ended June 30,
1999.
(d) Our quarterly report on form 10-Q for the period ended September
30, 1999.
(e) All other reports under Section 13(a) or 15(d) of the Securities
Exchange Act, since the end of our fiscal year ended December 31, 1998.
(f) The description of our common stock which is contained in our
registration statement on Form 8-B filed under the Securities Exchange Act,
including any amendment or reports filed for the purpose of updating this
description.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address: Sedona Corporation 649 North Lewis
Road Limerick, PA 19468 Attention: Michael A. Mulshine, Corporate Secretary
(610) 495-3003.
We have not authorized anyone to provide you with information or to
represent anything to you not contained in this prospectus. You must not rely on
any unauthorized information or representations. The selling stockholders are
offering to sell, and seeking offers to buy, only the shares of our common stock
covered by this prospectus, and only under circumstances and in jurisdictions
where it is lawful to do so.
FORWARD-LOOKING STATEMENTS
Some of the statements contained in this prospectus discuss future
expectations, contain projections of results of operation or financial condition
or state other forward-looking information. Forward-looking statements can be
identified by the use of progressive terminology, such as may, will, expect,
anticipate, estimate, continue or other similar words. These statements are
subject to known and unknown risks and uncertainties that could cause our actual
results to differ materially from those contemplated by the statements. Factors
that might cause such a difference include those discussed in the section titled
Risk Factors beginning on page __. The information contained in this prospectus
is current only as of its date, regardless of the time of delivery of this
prospectus or of any sale of the shares. You should read carefully the entire
prospectus, as well as the documents incorporated by reference in the
prospectus, before making an investment decision. All references to the terms we
or us in this prospectus means Sedona Corporation and its subsidiaries, except
where it is clear that the term means only the parent corporation.
(16)
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution*
SEC Registration fee $ 3,224.13
Printing fees 1,000.00
Accounting fees 20,000.00
Legal fees 25,000.00
Miscellaneous 5,000.00
Total $54,224.13
=========
* Estimated, except for SEC Registration fee. No portion of these
expenses will be borne by the selling shareholders.
Item 15. Indemnification of Directors and Officers.
The Pennsylvania Business Corporation Law of 1988, as amended (the
"BCL"), permits a corporation to indemnify its directors and officers against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by them in connection with any
pending, threatened or completed action or proceeding, and permits such
indemnification against expenses (including attorney's fees) incurred by them in
connection with any pending, threatened or completed derivative action, if the
director or officer has acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal proceeding, had no reasonable cause to believe his
or her conduct was unlawful. Pennsylvania law requires that a corporation
indemnify its directors and officers against expenses (including attorney's
fees) actually and reasonably incurred by them in connection with any action or
proceeding, including derivative actions, to the extent that such person has
been successful on the merits or otherwise in defense of the action or in
defense of any claim, issue or matter therein. Furthermore, Pennsylvania law
provides that expenses incurred in defending any action or proceeding may be
paid by the corporation in advance of the final disposition upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if it
is ultimately determined that the director or officer is not entitled to be
indemnified by the corporation.
In Pennsylvania, the statutory provisions for indemnification and
advancement of expenses are non-exclusive with respect to any other rights, such
as contractual rights or under a by-law or vote of shareholders or disinterested
directors, to which a person seeking indemnification or advancement of expenses
may be entitled. Such contractual or other rights may, for example, under
Pennsylvania law, provide for indemnification against judgments, fines and
amounts paid in settlement incurred by the indemnified person in connection with
derivative actions. Pennsylvania law permits such derivative action
indemnification in any case except where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.
(17)
<PAGE>
The provisions of Article VII of the Company's By-laws require or
authorize indemnification of officers and directors in all situations in which
it is not expressly prohibited by law. At the present time, the limitations on
indemnification would be dictated by the BCL and related legislation, which
prohibit indemnification where the conduct is determined by a court to
constitute willful misconduct or recklessness. Subject to these statutory
limitations, the By-laws specifically authorize indemnification against both
judgments and amounts paid in settlement of derivative suits. These provisions
also authorize indemnification for negligence or gross negligence and for
punitive damages and specific liabilities incurred under the federal securities
laws. The By-laws also prohibit indemnification attributable to receipt from the
Company of a personal benefit to which the recipient is not legally entitled.
Under the indemnification provisions of the By-laws a person who has
incurred an indemnifiable expense or liability would have a right to be
indemnified, and that right would be enforceable against the Company as long as
indemnification is not prohibited by law. To the extent indemnification is
permitted only for a portion of a liability, the By-laws also require the
Company to indemnify such portion.
Section 7.03 of the By-laws provides that the financial ability of a
person to be indemnified to repay an advance of indemnifiable expenses is not a
prerequisite to the making of the advance.
Section 7.06 of the By-laws provides that any dispute concerning a
person's right to indemnification or advancement of expenses thereunder will be
resolved only by arbitration by three persons, each of whom is required to have
been a director or executive officer of a corporation whose shares, during at
least one year of such service, were listed on the New York Stock Exchange or
the American Stock Exchange or were quoted on the NASDAQ system. The Company
also is obligated to pay the expenses (including attorney's fees) incurred by
any person who is successful in the arbitration. The arbitration provisions
effectively waive the Company's right to have a court determine the
unavailability of indemnification in cases involving willful misconduct or
recklessness.
Section 7.07 of the By-laws provides that in circumstances in which
indemnification is held to be unavailable, the Company must contribute to the
liabilities to which a director or officer may be subject in such proportion as
is appropriate to reflect the intent of the indemnification provisions of the
By-laws. Since the foregoing provisions purport to provide partial relief to
directors and officers in circumstances in which the law or public policy is
construed to prohibit indemnification, substantial uncertainties exist as to the
enforceability of the provisions in such circumstances.
Section 7.10 of the By-laws also contains provisions stating that the
indemnification rights thereunder are not exclusive of any other rights to which
the person may be entitled under any statute, agreement, vote of shareholders or
disinterested directors or other arrangement.
All future directors and officers of the Company automatically would be
entitled to the protections of the indemnification provisions of the By-laws at
the time they assume office.
Pennsylvania law permits a corporation to purchase and maintain
insurance on behalf of any director or officer of the corporation against any
liability asserted against the director or officer and incurred in such
capacity, whether or not the corporation would have the power to indemnify the
director or officer against such liability. The directors and officers of the
Company are currently covered as insureds under a directors' and officers'
liability insurance policy.
(18)
<PAGE>
Item 16. Exhibits.
<TABLE>
<S> <C>
Number Description
- ------ -----------
4.1 Form of Private Placement Purchase Agreement (Incorporated by reference to
Exhibit 4.5 to the Company's Registration Statement on Form S-3, File No. 333-
3719).
4.2 Form of Private Placement Purchase Agreement for Units consisting of
Convertible Notes and Warrants. (Incorporated by reference to Exhibit 4.4 to the
Company's Registration Statement on Form S-3, File No. 333-31983.)
4.3 Warrant to purchase 2,100,000 shares of Common Stock dated April 8, 1997,
issued to Broad Capital Associates, Inc.(Incorporated by reference to Exhibit 4.5
to the Company's Registration Statement on Form S-3, File No. 333-31983.)
4.4 Form of Warrant to purchase shares of Common Stock.(Incorporated by reference
from Exhibit 4.0 to the Company's Quarterly Report on Form 10-Q for the three
months ended March 31, 1998.)
4.5 Certificate of Designation of the Class A Preferred Stock,
Series E, par value $1,000 per share. (Incorporated by
reference from Exhibit 4.0 to the Company's Quarterly Report
on Form 10-Q for the three months ended March 31, 1998.)
4.6* Warrant to Purchase 957,142 shares of Common Stock dated June 1, 1997, as
amended August 25, 1999.
4.7* Form of Subscription Agreement for Units consisting of Common Stock and
Warrants.
4.8* Form of Warrant to Purchase shares of Common Stock issued pursuant to the
Private Placement of Units (included as Appendix B to Form of Subscription
Agreement for Units filed as Exhibit 4.7 herewith.
5.1* Opinion of Schnader Harrison Segal & Lewis LLP
23.1* Consent of BDO Seidman, LLP.
23.2* Consent of Ernst & Young LLP.
23.3 Consent of Schnager Harrison Segal & Lewis LLP (included in Exhibit 5.1).
24.1 Power of Attorney (contained on signature page)
- ---------------
* Previously filed.
** Filed herewith
</TABLE>
(19)
<PAGE>
Item 17. Undertakings.
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 this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in the
Registration Statement; Provided, however, that the undertakings set
forth in paragraphs (i) and (ii) above do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d)of the Exchange Act that are
incorporated by reference in 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 herein, 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 hereby which remain unsold at the
termination of the offering. The undersigned registrant hereby undertakes that,
for the purpose of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer, or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(20)
<PAGE>
SIGNATURES
In accordance with 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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Limerick, Montgomery County, Commonwealth of
Pennsylvania, on December 8, 1999.
SEDONA CORPORATION
By: /s/ MARCO A. EMRICH
-----------------------
Marco A. Emrich
President, 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 stated.
<TABLE>
<S> <C> <C>
Signature Title Date
- ------------------------------------------------------------------------------------
/s/ LAURENCE L. OSTERWISE Chairman of the December 8, 1999
- ------------------------- Board of Directors
Laurence L. Osterwise
/s/ MARCO A. EMRICH President, Chief December 8, 1999
- -------------------- Executive Officer and
Marco A. Emrich Director
(Principal Executive Officer)
/s/ WILLIAM K. WILLIAMS Vice President, December 8, 1999
- ------------------------ and Chief Financial
William K. Williams Officer
(Principal Financial and
Accounting Officer)
/s/ R. BARRY BORDEN* Director December 8, 1999
--------------------
R. Barry Borden
/s/ MICHAEL A. MULSHINE* Director and December 8, 1999
------------------------ Secretary
Michael A. Mulshine
/s/ DAVID S. HIRSCH* Director December 8, 1999
- --------------------
David S. Hirsch
Director December , 1999
- --------------------
James C. Sargent
Director December , 1999
- -------------------
Jack A. Pellicci
/s/ ROBERT M. SHAPIRO* Director December 8, 1999
- ----------------------
Robert M. Shapiro
Director December 8, 1999
- ------------------
James T. Womble
</TABLE>
By: /s/ LAURENCE L. OSTERWISE
--------------------------
Laurence L. Osterwise
Attorney-in-Fact
(21)
<PAGE>
EXHIBIT INDEX
<TABLE>
<S> <C> <C>
Number Description Page
- ------ ----------- ----
4.1 Form of Private Placement Purchase Agreement (Incorporated by reference to
Exhibit 4.5 to the Company's Registration Statement on Form S-3, File No. 333-
3719).
4.2 Form of Private Placement Purchase Agreement for Units consisting of
Convertible Notes and Warrants. (Incorporated by reference to Exhibit 4.4 to the
Company's Registration Statement on Form S-3, File No. 333-31983.)
4.3 Warrant to purchase 2,100,000 shares of Common Stock dated April 8, 1997,
issued to Broad Capital Associates, Inc.(Incorporated by reference to Exhibit 4.5
to the Company's Registration Statement on Form S-3, File No. 333-31983.)
4.4 Form of Warrant to purchase shares of Common Stock.(Incorporated by reference
from Exhibit 4.0 to the Company's Quarterly Report on Form 10-Q for the three
months ended March 31, 1998.)
4.5 Certificate of Designation of the Class A Preferred Stock,
Series E, par value $1,000 per share. (Incorporated by
reference from Exhibit 4.0 to the Company's Quarterly Report
on Form 10-Q for the three months ended March 31, 1998.)
4.6* Warrant to Purchase 957,142 shares of Common Stock dated June 1, 1997, as
amended August 25, 1999.
4.7* Form of Subscription Agreement for Units consisting of Common Stock and
Warrants.
4.8* Form of Warrant to Purchase shares of Common Stock issued pursuant to the
Private Placement of Units (included as Appendix B to Form of Subscription
Agreement for Units filed as Exhibit 4.7 herewith.
5.1* Opinion of Schnader Harrison Segal & Lewis LLP.
23.1* Consent of BDO Seidman, LLP.
23.2* Consent of Ernst & Young LLP.
23.3 Consent of Schnader Harrison Segal & Lewis LLP (included in Exhibit 5.1).
24.1 Power of Attorney (contained on signature page)
- ---------------
* Previously filed.
** Filed herewith
</TABLE>
(22)
