As filed with the Securities and Exchange Commission on November 5, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GLASGAL COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 94-2914253
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
151 Veterans Drive
Northvale, New Jersey 07647
(201) 768-8082
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(Address, including zip code, and telephone
number, including area code, of Registrant's
principal executive offices)
Isaac J. Gaon
Chief Executive Officer
Glasgal Communications, Inc.
151 Veterans Drive
Northvale, New Jersey 07647
(201) 768-8082
(Name, address and telephone number of agent for service of process)
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Copies to:
Robert H. Friedman, Esq.
Olshan Grundman Frome & Rosenzweig LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective.
------------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Maximum Maximum
Amount to Offering Aggregate
Title of Each Class of be Price Offering Amount of Registration
Securities to be Registered Registered Per Share(1) Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value issuable 2,756,938 $5.88 $16,210,795 $4,912.36
upon the conversion of preferred stock
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended (the
"Securities Act") based upon the per share average of high and low sales
prices of the Common Stock on the Nasdaq SmallCap Market on October 31,
1996.
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<PAGE>
PROSPECTUS
GLASGAL COMMUNICATIONS, INC.
2,756,938 SHARES OF COMMON STOCK
This Prospectus relates to the registration of up to 2,756,938 shares (the
"Shares") of common stock, $.001 par value per share (the "Common Stock") of
Glasgal Communications, Inc., a Delaware corporation (the "Company"). The Shares
may be offered by a certain holder (the "Selling Stockholder") of the Company's
Series A Convertible Preferred Stock (the "Series A Preferred") and Series B
Convertible Preferred Stock (the "Series B Preferred") upon the conversion of
such Series A Preferred and Series B Preferred, respectively. The Selling
Stockholder acquired the Series A Preferred pursuant to a certain Convertible
Preferred Stock Purchase Agreement, dated as of September 30, 1996 (the "Series
A Stock Purchase Agreement") and the Series B Preferred pursuant to a certain
Convertible Preferred Stock Purchase Agreement, dated as of October 29, 1996
(the "Series B Stock Purchase Agreement").
Each share of the Series A Preferred may be converted in whole or in part
at the option of the Selling Stockholder or donees or transferees therefrom, at
any time and from time to time after the expiration of the earlier to occur of
(i) 75 days after the original issue date of the Series A Preferred and (ii) the
effectiveness of the Registration Statement of which this Prospectus is a part.
Each share of the Series B Preferred may be converted in whole or in part at the
option of the Selling Stockholder or donees or transferees therefrom, at any
time and from time to time after the expiration of the earlier to occur of (i)
75 days after the original issue date of the Series B Preferred and (ii) the
effectiveness of the Registration Statement of which this Prospectus is a part.
Each share of Series A Preferred and Series B Preferred is convertible into that
number of fully paid and nonassessable shares of Common Stock determined by the
Conversion Formula (as defined below). The conversion formula for the Series A
Preferred shall mean the Adjusted Face Amount (as defined below) on the date of
conversion divided by the lower of (i) the average per share closing bid price
of the Common Stock for the five (5) trading days immediately preceding the
original issue date for the Series A Preferred, or (ii) 80% of the average
closing bid price per share of Common Stock for the five (5) trading days
immediately preceding the conversion date. The conversion formula for the Series
B Preferred shall mean the Adjusted Face Amount (as defined below) on the date
of conversion divided by the lower of (i) the average per share closing bid
price of the Common Stock for the five (5) trading days immediately preceding
the original issue date for the Series B Preferred, or (ii) 69.5% of the average
closing bid price per share of Common Stock for the five (5) trading days
immediately preceding the conversion date (the conversion formulas for the
Series A Preferred and the Series B Preferred are collectively referred to
hereinafter as the "Conversion Formula").
Upon a liquidation of the Company, the holders of the Series A Preferred
and Series B Preferred shall be entitled to receive from the Company out of the
assets legally available for distribution, subject to the prior preferences on
liquidation of any stock of the Company ranking senior to the Series A Preferred
and the Series B Preferred, the sum of (i) $20.00, plus (ii) an amount equal to
6% per annum, which dividend rate shall accrue daily commencing the original
issue date for the Series A Preferred or the Series B Preferred, as the case may
be, and which shall continue to accrue until all amounts in respect of the
Series A Preferred or the Series B Preferred shall have been paid in full to the
holders thereof (the "Adjusted Face Amount") in respect of each share of Series
A Preferred or Series B Preferred, calculated at the date of payment to the
holder of such stock.
<PAGE>
The Company will not receive any proceeds from the sale of the Shares by
the Selling Stockholder or upon conversion of the Series A Preferred and Series
B Preferred. The Company has agreed to bear certain expenses including expenses
of the Selling Stockholder's counsel not to exceed $5,000 (but excluding selling
commissions and fees and expenses of other advisors to the Selling Stockholder)
in connection with the registration and sale of the Shares being offered by the
Selling Stockholder.
The Shares may be offered by the Selling Stockholder, or by pledgees,
donees, transferees or other successors in interest therefrom from time to time
in transactions on one or more exchanges or in the over-the-counter market, in
negotiated transactions, or a combination of such methods of sale, at fixed
prices which may be changed, at market prices prevailing at the time of sale, at
prices related to prevailing market prices or at negotiated prices. Such
transactions may be effected by selling the Shares to or though broker-dealers,
and such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholder and/or the purchasers of
the Shares for whom such broker-dealers may act as agents or to whom they sell
as principals, or both (which compensation as to a particular broker-dealer
might be in excess of the customary commissions). To the extent required, the
specific Shares to be sold, the names of the holders, the public offering price,
the names of such agent, dealer or underwriter, and any applicable commission or
discount with respect to a particular offer will be set forth in an accompanying
Prospectus Supplement.
The Company's Common Stock is traded on the Nasdaq SmallCap Market
("Nasdaq") under the symbol ("GLAS"). On October 31, 1996, the closing bid price
for the Common Stock on Nasdaq was $5-3/4.
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AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK. SEE "RISK FACTORS,"
LOCATED AT PAGE 4.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS NOVEMBER [ ], 1996
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates in this Prospectus by reference the
following documents which have been filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934
(the "Exchange Act"): (i) the Company's Annual Report on Form 10-K for the
fiscal year ended April 30, 1996, (ii) the Company's Quarterly Report on Form
10-Q for the quarter ended July 31, 1996 and (iii) the Company's Current Report
on Form 8-K and Form 8-K/A dated July 31, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing of such
documents.
The Company's Application for registration of its Common Stock under
Section 12(b) of the Exchange Act filed with the Securities and Exchange
Commission on May 2, 1996, is incorporated by reference into this Prospectus and
shall be deemed to be a part thereof.
Any person receiving a copy of this Prospectus may obtain without
charge, upon written or oral request, a copy of any of the documents
incorporated by reference herein, except for the exhibits to such documents
(unless such exhibits are specifically incorporated by reference in such
documents). Such requests should be directed to the Company, 151 Veterans Drive,
Northvale, New Jersey 07647, Attention: James M. Caci, telephone number (201)
768-8082.
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<PAGE>
RISK FACTORS
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. EACH
PROSPECTIVE INVESTOR SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS
INHERENT IN, AND AFFECTING THE BUSINESS OF, THE COMPANY BEFORE MAKING AN
INVESTMENT DECISION. ON OCTOBER 31, 1996, THE COMPANY COMPLETED THE ACQUISITION
OF DATATEC INDUSTRIES INC. ("DATATEC"). THE ACQUISITION WILL BE ACCOUNTED FOR ON
A POOLING OF INTERESTS BASIS, HOWEVER, THE HISTORICAL FINANCIAL INFORMATION
INCLUDED HEREIN DOES NOT CURRENTLY INCLUDE INFORMATION WITH RESPECT TO DATATEC,
WHICH FINANCIAL INFORMATION WILL EVENTUALLY BE INCORPORATED BY REFERENCE HEREIN.
WORKING CAPITAL DEFICIENCIES; HISTORY OF LOSSES. The Company has a
history of limited working capital and had a working capital deficiency in the
fiscal year ended April 30, 1995 of $2,412,000. In the fiscal year ended April
30, 1996, and the three months ended July 31, 1996, the Company had working
capital of $2,470,000 and $2,412,000, respectively. In addition, although the
Company had net income of $57,000 for the three months ended July 31, 1996, it
incurred net losses of $1,643,000, and $1,180,000 for the fiscal years ended
April 30, 1995 and 1996. There can be no assurance that the Company will
generate sufficient revenues to meet expenses or to operate profitably in the
future.
REVOLVING CREDIT FACILITY. The Company's primary revolving credit
facility expired on September 30, 1996. Datatec is a party to a revolving credit
facility which expires on March 31, 1997. There can be no assurance that the
Company will be able to enter into a new revolving credit agreement. If the
Company is unable to enter into a new revolving credit agreement, the Company's
business may be materially adversely affected.
DEPENDENCE ON KEY PERSONNEL. The Company's future success depends in
large part on the continued service of its key personnel. In particular, the
loss of the services of Isaac Gaon, Chief Executive Officer, Robert Gadd, Vice
President - Federal and Enterprise Systems, David Tobey, President of Computer
Aided Software Integration, Inc. ("CASI"), of which the Company owns 80% of the
issued and outstanding shares or Christopher Carey, President and Chief
Executive Officer of Datatec, of which the Company owns approximately 98.5% of
the issued and outstanding shares, could have a material adverse effect on the
operations of the Company. The Company has an employment agreement with Mr. Gaon
which expires on October 31, 1999, which may be terminated by the Company for
cause or by Mr. Gaon for good reason. The Company has an employment agreement
with Mr. Tobey which expires on April 30, 2001, which may be terminated by the
Company for cause or by Mr. Tobey for good reason. The Company has an employment
agreement with Mr. Gadd which expires on December 31, 1996 and which may be
terminated by Mr. Gadd upon six months prior written notice to the Company. The
Company has an employment agreement with Mr. Carey
-4-
<PAGE>
which expires on October 31, 1999, which may be terminated by the Company for
cause or by Mr. Carey for good reason. The Company's future success and growth
also depends on its ability to continue to attract, motivate and retain highly
qualified employees, including those with the technical expertise necessary to
operate the business of the Company. There can be no assurance that the Company
will be able to attract, motivate and retain such persons.
COMPETITION. The Company competes with other companies involved in the
installation and servicing of local and wide area networks, the provision of
software tools to systems integrations and the distribution of data
communications equipment. These competitors include computer manufacturers,
software vendors, telephone companies and distribution companies. These markets
are highly competitive, and some companies with which the Company competes are
substantially larger and have significantly greater resources than the Company.
There can be no assurance that the Company will be able to compete successfully
in the future.
EXPORT SALES; ADVERSE EFFECT OF INABILITY TO COLLECT ALL EXPORT
RECEIVABLES. For the fiscal year ended April 30, 1995, the fiscal year ended
April 30, 1996 and the three months ended July 31, 1996 the Company had export
sales which were approximately 11.7%, 8.5% and 6.7%, respectively, of net sales.
While the Company attempts to obtain payment on export sales prior to shipment
or to obtain letters of credit, it is not always able to do so. The collection
of receivables pertaining to export sales is generally more difficult than the
collection of receivables arising from domestic sales. There can be no assurance
that the Company will be successful in its efforts to collect all of such
receivables. The inability of the Company to collect all of such receivables
could have an adverse effect on the Company's cash flows and revenues. Of net
accounts receivable at July 31, 1996, approximately $567,000 (6.2%) were
attributable to export sales. In addition, the Company's international business
is subject to various risks common to international activities, including
political instability, economic instability and recessions, the inherent
difficulty of administering business abroad and the need to comply with a wide
variety of foreign import and U.S. export laws, tariffs and other regulatory
requirements. The Company's competitiveness in overseas markets generally may be
negatively impacted when there is a significant increase in the value of the
dollar against European currencies or the currencies of other countries where
the Company does business. The Company also expects to continue to face
heightened competition from manufacturers and distributors in the European
market.
CONTROL BY PRINCIPAL STOCKHOLDERS. Ralph Glasgal, the Chairman of the
Board and President of the Company, through his beneficial ownership and through
a voting agreement with Direct Connect International Inc. ("DCI") has the power
to vote approximately 24% of the Common Stock. DCI has pledged 1,175,000 of the
shares of
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<PAGE>
Common Stock it owns in the Company as collateral for a loan. If the pledgee
were to become the owner of such shares, Mr. Glasgal would no longer have the
power to vote such shares. In addition, Mr. Carey, President and Chief Executive
Officer of Datatec has the power to vote approximately 18% of the Common Stock.
EXTENDED LEAD TIMES FOR REALIZATION OF REVENUE. Due to the nature and
size of orders that the Company is now pursuing there is a longer lead time
between the initiation of prospective business and the consummation of a
transaction, if any. Consequently, significantly more resources are required to
manage this process. As such, there is likely to be substantial fluctuations in
sales volume on a month-to-month and quarter-to-quarter basis. The pursuit of
this type of business increases the Company's risk of failure, especially given
its present level of working capital. As a result, if the Company experiences
lower than expected sales volume for an extended period of time, there will be a
material adverse effect on the Company.
UNCERTAINTY OF REVENUES FROM RECENT CONTRACT. While the Company
recently entered into a contract with Telos Corporation ("Telos") to act as a
subcontractor under Telos' contract with the Immigration and Naturalization
Service (the "INS"), the contract is an "open" contract, which may be cancelled
by the INS at any time without penalty. While the Company has made sales of
approximately $7,521,000 under this contract as of April 30, 1996, there can be
no assurance that any future sales will result or that any such sales will
result in profits for the Company. In addition, due to the United States
government budget impasse, sales to date under this contract have been lower
than expected. No assurance can be given as to when the budget impasse will be
resolved.
SHARES ELIGIBLE FOR FUTURE SALE. The sale, or availability for sale, of
substantial amounts of Common Stock in the public market pursuant to Rule 144 or
otherwise could adversely affect the market price of the Common Stock and could
impair the Company's ability to raise additional capital through the sale of its
equity securities.
The Redeemable Warrants and the shares of Common Stock underlying such
Redeemable Warrants, upon exercise thereof, will be freely tradeable without
restriction under the Securities Act, except for any Redeemable Warrants or
shares of Common Stock purchased by an "affiliate" of the Company, which will be
subject to the resale limitations of Rule 144 under the Securities Act. Also, an
additional 950,000 redeemable warrants and the shares of Common Stock underlying
such redeemable warrants are registered under the Securities Act. Holders of
such redeemable warrants have agreed not to Transfer such redeemable warrants,
or the underlying shares of Common Stock, prior to March 21, 1997, without the
prior written consent of Joseph Stevens & Company and the Company.
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<PAGE>
The shares of Common Stock issuable upon conversion of the Series A
Preferred and the Series B Preferred will be freely tradeable without
restriction under the Securities Act. As of the date hereof, approximately
1,244,540 shares of Common Stock would be issuable by the Company upon the
conversion of the Series A Preferred and the Series B Preferred. Such number of
shares of Common Stock may increase based upon the Conversion Formula.
In addition, without the consent of Joseph Stevens & Company, the
Company has agreed not to sell or offer for sale any of its securities prior to
March 21, 1997, except pursuant to outstanding options and warrants and pursuant
to the Company's existing option plan and no option shall have an exercise price
that is less than the fair market value per share of Common Stock on the date of
grant.
NO DIVIDENDS. The Company has not paid dividends on its Common Stock
since its inception, other than distributions made by the Predecessor (as
hereinafter defined) to stockholders of the Predecessor in amounts sufficient to
reimburse the Predecessor's stockholders for federal (and some state) income tax
liabilities arising from the Predecessor's former status as an "S" corporation.
The Company currently intends to retain earnings, if any, for use in the
business and does not anticipate paying any dividends to its stockholders in the
foreseeable future.
RIGHTS OF COMMON STOCK SUBORDINATE TO EXISTING AND FUTURE PREFERRED
STOCK. The Certificate of Incorporation of the Company authorizes the issuance
of a maximum of 4,000,000 shares of preferred stock, par value $.001 per share.
The Company currently has outstanding 250,000 shares of Series A Preferred and
25,000 shares of Series B Preferred. The Series A Preferred and Series B
Preferred are entitled to receive dividends in an amount of 6% per annum and are
entitled to a preferential distribution on liquidation of the Company. In
addition, the Company may be required to redeem the Series A Preferred and the
Series B Preferred under certain circumstances. The Series A Preferred and the
Series B Preferred are convertible into Common Stock in accordance with their
respective Certificates of Designation. Holders of the Series A Preferred and
the Series B Preferred are not entitled to vote on any matter submitted to the
stockholders, provided, however, that the affirmative vote of the holders of a
majority of the outstanding Series A Preferred or Series B Preferred, as the
case may be, is required as to those matters which (i) alter or change adversely
the powers, preferences or rights given to the Series A Preferred or Series B
Preferred or (ii) authorize or create any class of stock ranking as to dividends
or distribution of assets upon a liquidation senior to, prior to or PARI PASSU
with the Series A Preferred or Series B Preferred. If additional shares of
preferred stock is issued in the future, the terms of a series of preferred
stock may be set by the Company's Board of Directors without approval by the
holders of the Common
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<PAGE>
Stock of the Company. Such terms could include, among others, preferences as to
dividends and distributions on liquidation as well as separate class voting
rights. The rights of the holders of the Company's Common Stock will be subject
to, and may be adversely affected by, the rights of the holders of any preferred
stock that may be issued in the future.
CERTAIN ANTI-TAKEOVER CHARTER PROVISIONS. The future issuance of
preferred stock by the Company could have the effect of making it more difficult
for a third party to acquire, or of discouraging a third party from acquiring, a
majority of the outstanding voting stock of the Company. Other than the Series A
Preferred, the Series B Preferred, and Series C Convertible Preferred Stock,
which the Company may issue on terms substantially the same as the Series A
Preferred and the Series C Preferred, the Company does not have any present
plans to issue any additional shares of preferred stock.
ACQUISITIONS. It is currently anticipated that a portion of the
Company's future growth will result from acquisitions of other similar or
complementary businesses. In October 1994, the Company consummated the
acquisition of Signatel, Ltd. ("Signatel"). On April 24, 1996, the Company
acquired 80% of the issued and outstanding capital stock of CASI, a provider of
Software tools and services to systems integrators and independent Software
vendors. On July 31, 1996, the Company acquired 100% of the issued and
outstanding capital stock of HH Communications, Inc. ("HH"), which resells
computer networking equipment and provides value-added services in connection
with such equipment. On October 31, 1996, the Company acquired approximately
98.5% of the issued and outstanding capital stock of Datatec, a network
integrator. The Company has no other current plan or agreement to acquire any
other business. There can be no assurance that any other transaction will be
consummated or that they will result in increased levels of profit for the
Company. In addition, there can be no assurance that the Company will be able to
integrate or manage successfully other acquired businesses.
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<PAGE>
THE COMPANY
In May 1994, Glasgal Communications, Inc., a New Jersey corporation
incorporated in 1975 (the "Predecessor") merged with and into Sellectek
Incorporated, a California corporation incorporated in 1983 ("Sellectek") (the
"Merger"). The surviving entity, Sellectek, changed its name to Glasgal
Communications, Inc. following the Merger and continued its existence under the
laws of the State of California. The Merger provided the Company with an
immediate infusion of approximately $750,000 in cash contributed by Sellectek
and created a publicly-traded vehicle to finance the future growth of the
Company's operations. Prior to the Merger, Sellectek was a publicly-traded
company whose common stock was listed on Nasdaq under the symbol ("SLTK")
without any on-going business operations. The Company's sole business is the
business of the Predecessor, and while Sellectek was the survivor of the Merger,
for accounting purposes, the Merger is treated as a reverse acquisition with the
Predecessor as the acquiror. On January 29, 1996, the Company reincorporated
into the State of Delaware. Glasgal Communications, Inc., a California
corporation, merged with and into Glasgal Communications, Inc., a Delaware
corporation, which corporation was incorporated in January 1996. As used in this
Prospectus, the term "Company" refers collectively to Glasgal Communications,
Inc., the Predecessor, Signatel, a wholly owned subsidiary of the Company, CASI,
of which the Company owns 80% of the issued and outstanding shares, HH, a wholly
owned subsidiary of the Company, and Datatec, of which the Company owns
approximately 98.5% of the issued and outstanding shares.
The Company is an open systems integrator that designs, installs and
services local and wide area networks which incorporate a broad range of
computer hardware, networking systems and software products and provides
software tools and services which simplify the integration of systems. The
Company also distributes data communications equipment. Networks are used to
distribute information which can be in the form of data, voice, images, video
and facsimile to multiple users. A local area network ("LAN") allows for the
transmission and sharing of data within one location. A wide area network
("WAN") allows for the transmission and sharing of data among many locations.
The Company's strength as an open systems integrator lies in its WAN expertise,
as well as its capabilities in connecting disparate computing systems thereby
facilitating virtually seamless communication among organizations. As an open
systems integrator, the Company provides consulting and design services,
hardware, software, premises wiring, phone lines, installation and after- sales
service.
Although the Company was founded in 1975 as a distributor of data
communications equipment and services, beginning in 1991 the Company began
redirecting its efforts to become an open systems integrator providing complete
computer network systems and
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<PAGE>
integration services. The Company believes that the integration service sales
will account for an increasingly larger percentage of the Company's sales in
future periods.
The Company is a single source supplier of equipment and telephone line
services from a variety of providers. The Company is an authorized reseller of
products for over 100 manufacturers and distributors, including Novell Inc., SCO
Unix (Santa Cruz Operations, Inc.), Intel Corporation, Hewlett-Packard Co., Bay
Networks, Inc., Sun Microsystems Computer Corporation, Micom Communications,
Inc., Microcom Inc., Cisco Systems Inc., RAD Data Communications, Inc. and
Racal-Datacom Inc. In addition, the Company resells telephone line services from
major companies, including LDDS WorldCom, Inc., Metropolitan Fiber Systems, Inc.
and Qwest Communications, Inc.
The Company has 15 sales and service offices throughout the United
States and five offices in Canada. The Company's export sales amounted to
approximately 8.5% and 6.7% of net sales for the fiscal year ended April 30,
1996 and the three months ended July 31, 1996, respectively. These sales are for
hardware only, which are sold to over fifty international agents around the
world.
The Company's objective is to become one of the leading open systems
integrators providing complete enterprise networking solutions to national and
international organizations. To achieve its objective, the Company will continue
to supplement its core competency in data communications with its expertise in
all aspects of networking and connectivity.
On October 28, 1994, the Company consummated the acquisition of all of
the voting capital stock of Signatel, a Canadian distributor of data
communications equipment and services for 875,000 shares of Common Stock. The
acquisition was accounted for as a pooling of interests.
The Company's executive offices are located at 151 Veterans Drive,
Northvale, New Jersey 07647. The telephone number of the Company is (201)
768-8082.
RECENT DEVELOPMENTS
On April 24, 1996, the Company acquired 80% of the issued and
outstanding capital stock of CASI for a purchase price of $500,000 cash and
44,260 shares of the Company's Common Stock. CASI is a provider of software
tools and services to systems integrators independent software vendors, and
corporate information system departments which simplify the design,
installation, integration and support of information systems. These tools
utilize a proprietary Application Definition Language to load information system
configuration and messaging parameters into a common repository. This repository
is used by each tool comprising the
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Integrator's Workbench Product Series ("IWPS") to automate the administration of
and information exchange among heterogeneous system environments. CASI also
provides services which assist customers in using IWPS, or which use IWPS to
distribute fully integrated systems in support of customer contracts.
On July 31, 1996, the Company acquired 100% of the Common Stock of HH
in exchange for 1,500,000 shares of the Company's Common Stock. HH resells
computer networking equipment and provides value-added services in connection
with such equipment.
On September 30, 1996 and October 29, 1996 the Company consummated two
separate financings with Southbrook International Investments, Ltd. (the
"Southbrook Placements") pursuant to which it issued 250,000 shares of Series A
Preferred and 25,000 shares of Series B Preferred, respectively. The net
proceeds of the Southbrook Placements aggregating approximately $5,205,000 will
be used to fund the working capital needs of the Company and Datatec.
On October 31, 1996, the Company acquired approximately 98.5% of the
Common Stock of Datatec in exchange for 4,000,000 shares of the Company's Common
Stock. Datatec is a network integrator which provides full integration and
deployment services to a wide range of customers concentrated in the retail
market. Datatec has fifteen offices throughout the United States and one office
in Canada, and has approximately 300 employees.
USE OF PROCEEDS
No net proceeds will be realized by the Company from the sale of the
Shares offered hereby by the Selling Stockholder.
SELLING STOCKHOLDER
The following table sets forth (i) the number of shares of Common Stock
beneficially owned by the Selling Stockholder as of October 31, 1996, (ii) the
number of Shares of Common Stock to be offered for resale by the Selling
Stockholder and (iii) the number and percentage of shares of Common Stock to be
beneficially owned by the Selling Stockholder after completion of the offering.
<TABLE>
<CAPTION>
No. of Shares of
Common Stock No. of
Beneficially Owned Shares Shares Beneficially Owned
Name at October 31, 1996 Offered After Offering
- ------------------ ------------------------- ------- ----------------------------------
Number Percent(3)
------ ----------
<S> <C> <C> <C> <C>
Southbrook International 1,244,540(1) 2,756,938(2) 0 *
Investments, Ltd......................
</TABLE>
-11-
<PAGE>
- ----------
(1) Approximation based on the hypothetical conversion of 250,000 shares of
Series A Preferred and 25,000 shares of Series B Preferred on October
31, 1996. The actual number of shares of Common Stock that would be
issuable to the Selling Stockholder upon conversion of the Series A
Preferred and Series B Preferred is determined by the Conversion
Formula based, in part, on the market price of the Common Stock
determined as of the date of conversion and, therefore, can not be
determined on the date hereof.
(2) The number of shares to be offered hereby was established pursuant to
certain registration rights which were granted by the Company to the
Selling Stockholder upon issuance of the Series A Preferred and the
Series B Preferred. Such number was determined by multiplying two by
the number of shares of the Company's Common Stock which would have
been issuable by the Company upon conversion of the Series A Preferred
and Series B Preferred on their respective dates of issuance.
(3) Assumes that all Common Stock offered by the Selling Stockholder is
sold.
The Registration Statement of which this Prospectus is a part was filed
by the Company pursuant to certain registration rights granted to the Selling
Stockholder. There is no assurance that the Selling Stockholder will convert the
Series A Preferred or the Series B Preferred or, if converted, will otherwise
opt to sell any of the Shares offered hereby. To the extent required, the
specific Shares to be sold, the names of the Selling Stockholder, other
additional shares of Common Stock beneficially owned by such Selling
Stockholder, the public offering price of the Shares to be sold, the names of
any agent, dealer or underwriter employed by such Selling Stockholder in
connection with such sale, and any applicable commission or discount with
respect to a particular offer will be set forth in an accompanying Prospectus
Supplement.
The Shares covered by this Prospectus may be sold from time to time so
long as this Prospectus remains in effect. Since the Selling Stockholder may be
liable if it sells Shares when this Prospectus is not in effect, the Company has
agreed to notify the Selling Stockholder if at any time this Prospectus is no
longer in effect. The Selling Stockholder expects to sell the Shares at prices
then attainable, less ordinary brokers' commissions and dealers' discounts as
applicable.
The Selling Stockholder and any broker or dealer to or through whom any
of the Shares are sold may be deemed to be underwriters within the meaning of
the Securities Act with respect to the Common Stock offered hereby, and any
profits realized by the Selling Stockholder or such brokers or dealers may be
deemed to be underwriting commissions. Brokers' commissions and dealers'
discounts, taxes and other selling expenses to be borne by the Selling
Stockholder are not expected to exceed normal selling expenses for sales
over-the-counter or otherwise, as the case may be. The registration of the
Shares under the Securities Act shall not be deemed an admission by the Selling
Stockholder or the Company that the Selling Stockholder is an underwriter for
purposes of the Securities Act of any Shares offered under this Prospectus.
-12-
<PAGE>
TRANSFER AGENT
The transfer agent, warrant agent and registrar for the Common Stock is
Continental Stock Transfer & Trust Company, New York, New York.
PLAN OF DISTRIBUTION
This Prospectus covers 2,756,938 shares of the Company's Common Stock
issuable upon the conversion of 250,000 shares of Series A Preferred by the
Selling Stockholder and 256,938 shares of the Company's Common Stock issuable
upon the conversion of 25,000 shares of Series B Preferred by the Selling
Stockholder. All of the Shares offered hereby are being sold by the Selling
Stockholder. The securities covered by this Prospectus may be sold under Rule
144 instead of under this Prospectus. The Company will realize no proceeds from
the sale of the Shares by the Selling Stockholder or upon the conversion of the
Series A Preferred or Series B Preferred.
The distribution of the Shares by the Selling Stockholder is not
subject to any underwriting agreement. The Selling Stockholder or its pledgees,
donees, transferees or other successors in interest therefrom may sell the
Shares offered hereby from time to time in transactions on one or more
exchanges, in the over-the-counter market, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices relating to prevailing
market prices or at negotiated prices. In addition, from time to time the
Selling Stockholder may engage in short sales, short sales against the box, puts
and calls and other transactions in securities of the Company or derivatives
thereof, and may sell and deliver the shares in connection therewith.
From time to time the Selling Stockholder may pledge its Shares
pursuant to the margin provisions of its customer agreements with its brokers.
Upon a default by the Selling Stockholder, the broker may offer and sell the
pledged Shares.
Such transactions may be effected by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholder and/or the
purchasers of the Shares for whom such broker-dealers may act as agents or to
whom they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of the customary commissions). The Selling
Stockholder and any broker-dealers that participate with the Selling Stockholder
in the distribution of the Shares may be deemed to be underwriters within the
meaning of Section 2(11) of the Securities Act and any commissions received by
them and any profit on the resale of the Shares may be deemed to be underwriting
commissions or discounts under the Securities Act. The Selling Stockholder will
pay any transaction costs associated with effecting any sales that occur.
-13-
<PAGE>
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with by the Company and the Selling
Stockholder.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the Shares may not simultaneously engage
in market-making activities with respect to the Company's Common Stock for a
period of two business days prior to the commencement of such distribution. In
addition and without limiting the foregoing, the Selling Stockholder will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including without limitation, Rules 10b-6, 10b-6A and
10b-7, which provisions may limit the timing of the purchases and sales of
shares of Common Stock by the Selling Stockholder.
The Selling Stockholder is not restricted as to the price or prices at
which it may sell its Shares. Sales of such Shares may have an adverse effect on
the market price of the Common Stock. Moreover, the Selling Stockholder is not
restricted as to the number of Shares that may be sold at any time, and it is
possible that a significant number of Shares could be sold at the same time
which may also have an adverse effect on the market price of the Company's
Common Stock.
The Company has agreed to pay all fees and expenses incident to the
registration of the Shares, except selling commissions and fees and expenses of
counsel or any other professionals or other advisors, if any, to the Selling
Stockholder.
This Prospectus also may be used, with the Company's consent, by donees
or other transferees of the Selling Stockholder, or by other persons acquiring
the Common Stock under circumstances requiring or making desirable the use of
this Prospectus for the offer and sale of such shares.
LEGAL MATTERS
The legality of the Shares offered hereby will be passed upon for the
Company by Olshan Grundman Frome & Rosenzweig LLP, New York, New York. A member
of Olshan Grundman Frome & Rosenzweig LLP holds options to purchase 38,293
shares of Common Stock. Robert H. Friedman, a member of Olshan Grundman Frome &
Rosenzweig LLP, is a director of the Company and holds options to purchase
87,146 shares of Common Stock.
EXPERTS
The consolidated financial statements of the Company as of April 30,
1994, 1995, and 1996 and for the year ended December 31, 1993, and the four
months ended April 30, 1994 included in the Company's Form
-14-
<PAGE>
10-K for the fiscal year ended April 30, 1996, which is incorporated herein by
reference, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.
The financial statements of the Company's wholly-owned subsidiary,
Signatel Ltd., for the year ended November 30, 1993 included in the Company's
Form 10-K for the fiscal year ended April 30, 1996, which is incorporated herein
by reference, have been audited by Deloitte & Touche, independent public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in giving said
reports.
To the extent that a firm of independent public accountants audits and
reports on the financial statements of the Company issued at future dates, and
consents to the use of their report thereon, such financial statements also will
be incorporated by reference herein in reliance upon their report and said
authority.
CHANGE OF ACCOUNTANTS
In June 1994, the Company determined to change accountants to Arthur
Andersen LLP. The Company's prior auditors, KPMG Peat Marwick resigned. On the
same date, the Company engaged Arthur Andersen LLP to audit its financial
statements. The decision to change accountants was made with the approval of the
Company's Board of Directors.
The Company believes, and has been advised by KPMG Peat Marwick that it
concurs in such belief, that, during the fiscal year ended December 31, 1993 and
subsequent thereto, the Company and KPMG Peat Marwick did not have any
disagreement on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreement, if not
resolved to the satisfaction of KPMG Peat Marwick, would have caused it to make
reference in connection with its report on the Company's financial statements to
the subject matter of the disagreement.
No report of KPMG Peat Marwick on the Company's financial statements
for either of the past two fiscal years contained an adverse opinion, a
disclaimer or opinion or a qualification or was modified as to uncertainty,
audit scope or accounting principles. During such fiscal periods, there were no
"reportable events" within the meaning of Item 304(a)(1) of Regulation S-K
promulgated under the Securities Act.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the
-15-
<PAGE>
"Commission"). Such material may also be accessed electronically by means of the
Commission's home page on the Internet at http//www.sec.gov. Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the following
regional offices: 7 World Trade Center, Suite 1300, New York, New York 10048,
and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 upon payment of
the fees prescribed by the Commission. In addition, reports, proxy statements
and other information concerning the Company (symbol: GLAS) can be inspected and
copied at the offices of the Nasdaq Stock Market, 1735 K Street, N.W.,
Washington, D.C. 20006, on which the Common Stock of the Company is listed.
The Company has also filed with the Commission a Form S-3 Registration
Statement (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the Shares offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is made to the Registration Statement, copies of which may be obtained from the
Public Reference Section of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, upon payment of the fees prescribed
by the Commission.
-16-
<PAGE>
================================================================================
No dealer, salesman or any other person is authorized to give any information or
to make any representations in connection with this offering not contained in
this Prospectus and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company or any other person.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any security other than the Securities offered by this Prospectus
or an offer by any person in any jurisdiction where such an offer or
solicitation is not authorized or is unlawful. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that information herein is correct as of any time subsequent to
its date.
----------
TABLE OF CONTENTS
Page
----
Incorporation of Certain Documents
By Reference......................................... 3
Risk Factors........................................... 4
The Company............................................ 9
Recent Developments.................................... 10
Use of Proceeds........................................ 11
Selling Stockholder.................................... 11
Transfer Agent......................................... 13
Plan of Distribution................................... 13
Legal Matters.......................................... 14
Experts................................................ 14
Change of Accountants.................................. 15
Available Information.................................. 15
----------
GLASGAL COMMUNICATIONS, INC.
2,756,938 SHARES OF COMMON STOCK
================================================================================
================================================================================
----------
PROSPECTUS
----------
November [ ], 1996
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses which will be paid
by the Company in connection with the securities being registered. With the
exception of the SEC registration fee, all amounts shown are estimates.
SEC registration fee.......................................... $4,912.36
Nasdaq listing expenses....................................... 2,000.00
Printing expenses............................................. 5,000.00
Legal fees and expenses (including Blue
Sky).......................................................... 10,000.00
Accounting Fees and Expenses.................................. 1,500.00
Miscellaneous................................................. 587.64
Total................................................ $ 24,000.00
===========
ITEM 15. Indemnification of Directors and Officers.
Article 6 of the Company's By-laws authorize indemnification of
directors and officers as follows:
The corporation shall, to the fullest extent permitted by Section 145
of the General Corporation Law of Delaware, as that Section may be amended and
supplemented from time to time, indemnify any director, officer or trustee which
it shall have power to indemnify under the Section against any expenses,
liabilities or other matters referred to in or covered by that Section. The
indemnification provided for in this Article (i) shall not be deemed exclusive
of any other rights to which those indemnified may be entitled under any by-law,
agreement or vote on stockholders or disinterested directors or otherwise, both
as to action in their official capacities and as to action in another capacity
while holding such office, (ii) shall continue as to a person who has ceased to
be a director, officer or trustee and (iii) shall inure to the benefit of the
heirs, executors and administrators of such a person. The corporation's
obligation to provide indemnification under this Article shall be offset to the
extent of any other source of indemnification or any otherwise applicable
insurance coverage under a policy maintained by the corporation or any other
person.
Expenses incurred by a director of the Corporation in defending a civil
or criminal action, suit or proceeding by reason of the fact that he is or was a
director of the Corporation (or was serving at the Corporation's request as a
director or officer of another corporation) shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director to repay such amount if it
shall ultimately be determined that he is not entitled to be
II-1
<PAGE>
indemnified by the Corporation as authorized by relevant sections of the General
Corporation Law of Delaware.
To assure indemnification under this Article of all such persons who
are determined by the corporation or otherwise to be or to have been
"fiduciaries" of any employee benefit plan of the corporation which may exist
from time to time, such Section 145 shall, for the purposes of this Article, be
interpreted as follows: an "other enterprise" shall be deemed to include such an
employee benefit plan, including, without limitation, any plan of the
corporation which is governed by the Act of Congress entitled "Employee
Retirement Income Security Act of 1974," as amended from time to time; the
corporation shall be deemed to have requested a person to serve an employee
benefit plan where the performance by such person of his duties to the
corporation also imposes duties on, or otherwise involves services by, such
person to the plan or participants or beneficiaries of the plan; excise taxes
assessed on a person with respect to an employee benefit plan pursuant to such
Act of Congress shall be deemed "fines"; and action taken or omitted by a person
with respect to an employee benefit plan in the performance of such person's
duties for a purpose reasonably believed by such person to be in the interest of
the participants and beneficiaries of the plan shall be deemed to be for a
purpose which is not opposed to the best interests of the corporation.
Section 145 of the Delaware General Corporation Law provides as
follows:
(a) A 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, suit 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, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction or upon a
plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create
a presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
II-2
<PAGE>
or proceeding, had reasonable cause to believe that his conduct was
unlawful.
(b) A 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 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, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation unless
and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections
(a) and (b) of this section, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b) of this section. Such
determination shall be made (1) by the board of directors by a majority
vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable,
or, even if obtainable a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion or (3) by the
stockholders.
(e) Expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding
II-3
<PAGE>
may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section. Such expenses incurred
by other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who 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, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any
person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with
respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence had
continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the
request of the
II-4
<PAGE>
corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee, or agent with respect to
any employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed
to be in the interest of the participant and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in
this section.
(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.
The Company maintains a directors and officers insurance and company
reimbursement policy. The policy insures directors and officers against
unindemnified loss arising from certain wrongful acts in their capacities and
reimburses the Company for such loss for which the Company has lawfully
indemnified the directors and officers. The policy contains various exclusions,
none of which relate to the offering hereunder.
The Company has entered into indemnity agreements with each officer and
director of the Company. The contracts provide for indemnification of such
persons against expenses, liabilities and losses.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits:
EXHIBIT NO.
- -----------
*4 Specimen Certificate of the Company's Common Stock.
5 Opinion of Olshan Grundman Frome & Rosenzweig LLP
with respect to legality of the Common Stock.
23.1 Consent of Olshan Grundman Frome & Rosenzweig LLP,
included in Exhibit No. 5.
23.2 Consent of Arthur Andersen LLP, independent public
accountants.
23.3 Consent of Deloitte and Touche, independent public
accountants.
24.1 Power of Attorney, included on the signature page to
this Registration Statement.
- ----------
* Incorporated by reference to the Company's Registration
Statement on Form S-3, filed with the Commission on April
8, 1996 (Commission File No. 333-03414).
II-5
<PAGE>
Item 17. Undertakings.
(a) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of an 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.
(b) 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 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;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to
be part of this Registration Statement as of the time it was declared effective.
(c) 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 Section 15(d) of the
Securities
II-6
<PAGE>
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.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 City of Northvale, State of New Jersey on the fifth day of
November, 1996.
GLASGAL COMMUNICATIONS, INC.
By: /s/ Isaac J. Gaon
--------------------------------
Isaac J. Gaon
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints RALPH GLASGAL and ISAAC J. GAON, his true
and lawful attorney-in-fact, each acting alone, with full power of substitution
and resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to this registration statement, and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact or
their substitutes, each acting along, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Ralph Glasgal Chairman of the Board
- -------------------------- and President
Ralph Glasgal November 5, 1996
/s/ Isaac J. Gaon Chief Executive Officer
- -------------------------- and Director (principal
Isaac J. Gaon executive officer) November 5, 1996
Director
- --------------------------
Joseph M. Salvani November 5, 1996
/s/ Robert H. Friedman Director
- --------------------------
Robert H. Friedman November 5, 1996
/s/ Maurice Kulik Director
- --------------------------
Maurice Kulik November 5, 1996
/s/ Thomas Berry Director
- --------------------------
Thomas Berry November 5, 1996
/s/ David Milch Director
- --------------------------
David Milch November 5, 1996
/s/ James M. Caci Chief Financial Officer
- -------------------------- (principal financial and
James M. Caci accounting officer) November 5, 1996
II-8
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 PARK AVENUE, NEW YORK, NEW YORK 10022
(212) 753-7200
November 5, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Glasgal Communications, Inc.-
Registration Statement on Form S-3
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Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-3
dated the date hereof (the "Registration Statement"), filed with the Securities
and Exchange Commission by Glasgal Communications, Inc., a Delaware corporation
(the "Company"). The Registration Statement relates to an aggregate of 2,756,938
shares (the "Shares") of common stock, par value $.001 per share (the "Common
Stock"). The Shares are issuable by the Company upon the conversion of the
Company's Series A Convertible Preferred Stock (the "Series A Preferred") and
the Series B Convertible Preferred Stock (the "Series B Preferred") by the
Selling Stockholder named in the Registration Statement.
We advise you that we have examined, among other things,
originals or copies certified or otherwise identified to our satisfaction of the
Certificate of Incorporation and By-laws of the Company, minutes of meetings of
the Board of Directors and stockholders of the Company and such other documents,
instruments and certificates of officers and representatives of the Company and
public officials, and we have made such examination of the law, as we have
deemed appropriate as the basis for the opinion hereinafter expressed. In making
such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to original documents of documents submitted to us as certified or photostatic
copies.
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Securities and Exchange Commission
November 5, 1996
Page -2-
Based upon the foregoing, we are of the opinion that the
Shares have been duly authorized and upon conversion of the Series A Preferred
and Series B Preferred, will be validly issued, fully paid and non-assessable.
We hereby consent to use of this opinion in the Registration
Statement and Prospectus, and to the use of our name in the Prospectus under the
caption "Legal Matters".
We advise you that Robert Frome is a member of this firm and
holds options to purchase 38,293 shares of Common Stock of the Company. In
addition, Robert Friedman, a member of this firm, is a director of the Company
and holds options to purchase 87,146 shares of Common Stock of the Company.
Very truly yours,
/S/ OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
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OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTS
To Glasgal Communications, Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated August 2, 1996 in
Glasgal Communications, Inc. Form 10-K for the year ended April 30, 1996 and to
all references to our Firm included in this registration statement.
Roseland, New Jersey /s/Arthur Anderson LLP
October 23, 1996 ----------------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTS
As independent public accountants, we consent to the use, in this Form S-3
Registration Statement dated November 5, 1996 of Glasgal Communications, Inc.,
of our reported dated January 14, 1994 on the November 30, 1993 financial
statements of Signatel Ltd. It should be noted that we have not audited any
financial statements of the company subsequent to November 30, 1993 nor
performed any audit procedures subsequent to the date of our report.
Toronto, Canada /s/Deloitte & Touche
October 23, 1996 --------------------
Chartered Accountants
