Exide Electronics Group, Inc.
8521 Six Forks Road
Raleigh, North Carolina 27615
February 6, 1995
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Pre-Effective Amendment No. 1 to Exide Electronics
Group, Inc. Registration Statement on Form S-3
(File No. 33-88466)
Ladies and Gentlemen:
Transmitted herewith for filing under the EDGAR system
is Pre-Effective Amendment No. 1 (the "Amendment") to Exide
Electronics Group, Inc.'s Registration Statement on Form S-3
(File No. 33-88466) (the "Registration Statement"). The
Amendment reflects changes made to the Registration Statement
filed with the Securities and Exchange Commission ("SEC") on
January 17, 1995.
Also transmitted herewith is the Company's letter to
the staff of the Securities and Exchange Commission requesting
that the Registration Statement be declared effective on Tuesday,
February 7 at 4:00 p.m.
Sincerely,
Marty R Kittrell
Marty R Kittrell
Vice President, Chief
Financial Officer, & Treasurer
<PAGE>
Exide Electronics Group, Inc .
8521 Six Forks Road
Raleigh, North Carolina 27615
February 6, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Exide Electronics Group, Inc.
Registration Statement on Form S-3
(Registration No. 33-88466)
Dear Ladies and Gentlemen:
On behalf of Exide Electronics Group, Inc., I hereby
request that the effective date of the above-referenced
Registration Statement be accelerated so that it shall become
effective at 4:00 p.m. on February 7, 1995 or as soon as
practicable thereafter.
Sincerely,
Marty R Kittrell
Marty R Kittrell
Vice President, Chief
Financial Officer, & Treasurer
<PAGE>
As filed with the Securities and Exchange Commission on February
6, 1995
Registration No. 33-88466
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EXIDE ELECTRONICS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 3698 22-2231834
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification
incorporation or Classification Number)
organization) Code Number)
8521 Six Forks Road
Raleigh, North Carolina 27615
(919) 872-3020
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Nicholas J. Costanza, Esq.
Vice President and Chief Legal Counsel
Exide Electronics Group, Inc.
8521 Six Forks Road
Raleigh, North Carolina 27615
(919) 872-3020
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Mark E. Mazo, Esq.
Paul W. Durham, Esq.
Hogan & Hartson L.L.P.
Columbia Square, 555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes
effective, as determined by market conditions.
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 the securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [x]
<PAGE>
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 the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
PROSPECTUS
EXIDE ELECTRONICS GROUP, INC.
737,809 Shares of Common Stock
This Prospectus relates to the offering of up to 737,809
shares of common stock, $0.01 par value ("Common Stock"), of
Exide Electronics Group, Inc. ("Exide Electronics" or the
"Company") by the holders of shares of Common Stock entitled to
offer such shares by this Prospectus (the "Selling Stockholders")
pursuant to a Registration Rights Agreement, dated as of January
5, 1995 (the "Registration Rights Agreement"), with the Company.
This Prospectus has been prepared by the Company pursuant to the
Registration Rights Agreement. See "Selling Stockholders" and
"Plan of Distribution."
The Common Stock is traded on The Nasdaq Stock Market's
National Market (the "Nasdaq National Market") under the symbol
"XUPS". On February 2, 1995, the closing bid price of the Common
Stock on the Nasdaq National Market was $18.75 per share.
The shares of Common Stock may be offered and sold from time
to time by the Selling Stockholders directly or through broker-
dealers or underwriters who may act solely as agents, or who may
acquire Shares as principals. The distribution of the shares may
be effected in one or more transactions that may take place
through the Nasdaq National Market or any national securities
exchange on which the Common Stock is approved for listing in the
future, including block trades or ordinary broker's transactions,
or through privately negotiated transactions, or through an
underwritten public offering, or through a combination of any
such methods of sale, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at
negotiated prices. Usual and customary or specially negotiated
brokerage fees or commissions may be paid by the Selling
Stockholders in connection with such sales. See "Plan of
Distribution."
To the extent required, the specific shares of Common stock
to be sold, the names of the Selling Stockholders, purchase
price, public offering price, the names of any such agent, dealer
or underwriter, and any applicable commission or discount with
respect to a particular offering will be set forth in an
accompanying Prospectus Supplement. The aggregate proceeds to
the Selling Stockholders from the Common Stock will be the
purchase price thereof less the aggregate agents' commissions and
underwriters' discounts, if any, and other expenses of
distribution not borne by the Company. The Company will receive
none of the proceeds from the sale of any of the shares in this
offering, but has agreed to bear certain expenses of registration
of the Common Stock under the federal and state securities laws
(currently estimated to be $31,000), and of any offering and sale
hereunder not including certain expenses such as commissions and
discounts of underwriters, dealers or agents.
See "Risk Factors" for information
that should be considered by prospective purchasers.
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION ("COMMISSION") OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is February 7, 1995.
<PAGE>
TABLE OF CONTENTS
Page
Available Information 6
Incorporation of Certain Documents by Reference 6
The Company 8
Risk Factors 8
Selling Stockholders 13
Plan of Distribution 16
No person has been authorized to give any information or
to make any representations other than those contained in this
Prospectus, and, if given or made, such information or
representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities other
than the securities to which it relates or any offer to or
solicitation of an offer to buy such securities in any
circumstances in which such offer or solicitation is unlawful.
Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company since the date hereof or that the information contained
herein is correct as of any time subsequent to its date.
<PAGE>
AVAILABLE INFORMATION
Exide Electronics 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 Commission. Such
reports, proxy statements and other information may be inspected
and copied, at prescribed rates, at the public reference
facilities of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, Room 1024, and at the Commission's New
York Regional Office at 75 Park Place, New York, New York 10007
and at the Commission's Chicago Regional Office at Northwest
Atrium Center, 500 West Madison Street, Chicago, Illinois 60661.
Copies of such material also can be obtained at prescribed rates
by writing to the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549.
The Company has filed with the Commission a registration
statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Common Stock offered hereby. This Prospectus,
which constitutes a part of the Registration Statement, does not
contain all of the information set forth in the Registration
Statement and in the exhibits and schedules hereto. For further
information with respect to the Company and such Common Stock,
reference hereby is made to such Registration Statement, exhibits
and schedules. Statements contained in this Prospectus as to the
contents of any contract or other document are not necessarily
complete, and in each instance that a copy of such contract has
been filed as an exhibit to the Registration Statement, reference
is made to such copy with each such statement being qualified in
all respects by such reference. The Registration Statement may
be inspected without charge at the principal office of the
Commission in Washington, D.C. and copies of all or any part
thereof may be obtained from the Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission pursuant to the Exchange Act are incorporated herein
by reference and made a part hereof: the Company's Annual
Report on Form 10-K for the year ended September 30, 1994, the
description of Exide Electronics Common Stock set forth in the
Company's Registration Statement on Form 8-A filed under the
Exchange Act with respect to Exide Electronics Common Stock,
including all amendments and reports filed for the purpose of
updating such description, and the Company's joint proxy
statement/prospectus filed with the Commission dated January 6,
1995 (File No. 0-18106), including the unaudited proforma
condensed combined financial data and the financial statements
of the Company and International Power Machines Corporation
included or incorporated by reference therein.
All documents filed by the Company with the Commission
pursuant to Sections 13(a) and 13(c) of the Exchange Act and
any definitive proxy statement so filed pursuant to Section 14
of the Exchange Act and any reports filed pursuant to Section
15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering of the Common Stock
shall be deemed to be incorporated by reference into this
<PAGE>
Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently
filed document which is incorporated by reference herein
modifies or supersedes such earlier statement. Any such
statement so modified or superseded shall not be deemed, except
as to so modified or superseded, to constitute a part of this
Prospectus.
The Company will furnish without charge upon written or
oral request to each person to whom a copy of this Prospectus
is delivered, including any beneficial owner, a copy of any or
all of the documents specifically incorporated herein by
reference, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference therein).
Requests should be addressed to: Marty R. Kittrell, Chief
Financial Officer, 8521 Six Forks Road, Raleigh, North Carolina
27615, (919) 872-3020.
<PAGE>
THE COMPANY
Exide Electronics designs, manufactures, markets and
services a broad line of uninterruptible power systems ("UPS")
products which protect computers and other sensitive electronic
equipment against electrical power distortions and interruptions.
Exide Electronics' key strategic objectives include
increasing its share of total sales for its small UPS products,
capitalizing on its share of total sales of large UPS products
and pursuing new Federal government customers and expanding its
provision of services and its international presence. In
furtherance of these objectives, the Company entered into an
Agreement and Plan of Reorganization dated as of August 25, 1994,
and amendments to that agreement dated as of December 14, 1994
and January 5, 1995 (the "Reorganization Agreement") among Exide
Electronics, Exide Electronics Acquisition, Inc. and
International Power Machines Corporation, a Delaware corporation
("IPM"). Under the Reorganization Agreement, IPM will become a
wholly owned subsidiary of Exide Electronics (such transaction
being referred to herein as the "IPM Merger"). The Company
expects to complete the IPM Merger in February 1995.
Exide Electronics was incorporated as a Delaware corporation
in 1979. The Company conducts its business through several
subsidiaries, and references to "the Company" or "Exide
Electronics" herein also refer the Company's subsidiaries, except
where the context indicates otherwise. The Company's principal
executive offices are located at 8521 Six Forks Road, Raleigh,
North Carolina 27615, and its telephone number is (919) 872-3020.
RISK FACTORS
In addition to the other information continued in this
Prospectus, the following factors should be considered carefully
in evaluating an investment in the Common Stock offered hereby.
Challenges to Integrating Two Companies
The anticipated benefits of the acquisition of the IPM
Merger will not be achieved unless Exide Electronics and IPM are
combined in a smooth, timely and efficient manner. The
combination will require integration of each company's
development, administrative, finance, purchasing, manufacturing,
sales and marketing organizations, as well as the integration of
each company's product offerings and the coordination of their
sales efforts. The transition to a combined company will require
substantial attention from a newly integrated management team,
which has not worked together previously and has limited
experience in integrating companies. Further, both companies'
customers will need to be reassured that product support will
continue uninterrupted. The diversion of management attention
and any difficulties encountered in the transition process could
have an adverse impact on the revenue and operating results of
the combined company. Additionally, attempts to achieve
economies of scale through cost reduction efforts may, at least
in the short term, have an adverse impact upon the combined
company's operations.
<PAGE>
Possible Future Significant Fluctuation in Operating Results and
Quarterly Performance
Both Exide Electronics and IPM have experienced fluctuations
in their quarterly and annual operating results, though Exide
Electronics' results have fluctuated more significantly. As a
result, the future operating results of the Company may vary
substantially from quarter to quarter. Quarterly results depend
upon the timing of product shipments and major systems
implementation services which can be influenced by a number of
factors, some of which are beyond the Company's control. This is
particularly true for large, customized systems. Selling,
general and administrative and research and development
expenditures are budgeted to support projected annual increases
in sales. These expenses do not necessarily vary proportionately
with the amount of revenue on a quarterly basis. As a result, a
decrease, or lower than anticipated increase, in quarterly
revenues may not be accompanied by an equivalent decrease in
expenses and, therefore, operating margins may vary
significantly. Each of the Company and IPM has experienced
seasonal fluctuations in revenues and operating results on a
quarter-to-quarter basis. The Company's fiscal fourth quarter
ending September 30 typically has produced the largest portion of
its revenues and income, reflecting higher sales to the federal
government during the last quarter of the government's fiscal
year, increased shipments due to sales and management incentives
tied to annual sales performance, and increased sales prompted by
weather-related power disturbances during the spring and summer
months. The Company's first quarter has typically produced the
smallest portion of its revenues and income, so that there has
been an historical reduction in its first quarter results as
compared to the previous fiscal year's fourth quarter. During
the fiscal years ended September 30, 1993 and 1994, the Company's
revenues increased for each quarter within the applicable year,
but revenues for the first quarter were lower than revenues for
the fourth quarter of the prior year. Similarly, IPM
historically has received the largest portion of its revenues and
income during its fourth fiscal quarter ending December 31,
reflecting increased sales and shipments attributable to sales
and management incentives that are tied to annual sales
performance and sales made to clients with calendar fiscal years,
whose purchasing decisions are made during their (and IPM's)
fourth quarter. During the fiscal year ended December 31, 1993,
IPM's revenues increased each quarter and its revenues for the
first quarter of fiscal year 1994 were lower than the previous
quarter, consistent with IPM's experience that its fourth quarter
is its strongest quarter.
Competition
Following the IPM Merger, Exide Electronics will likely
continue to face vigorous competition over the next several
years. The Company competes, and will continue to compete, with
several U.S. and foreign firms (certain of which are larger and
have greater resources than the combined company) with respect to
small and large UPS products, both on a worldwide basis and in
various geographic regions and individual UPS product and
application niches. Among such competitors are the Liebert
division of Emerson Electric Company, a company which will
continue to be much larger than the Company following the IPM
Merger, and American Power Conversion Corp., a company which is a
dominant manufacturer and seller of small UPS products on a
worldwide basis.
<PAGE>
Small Systems Product and Distribution Uncertainties
The small UPS products industry in which Exide Electronics
operates is characterized by rapid technological change, frequent
new product introductions and short product life cycles. The
future success of the Company will depend primarily upon its
continued ability to design, manufacture and market products
incorporating new technological developments that address the
changing needs of its customers on a cost-effective and timely
basis. There can be no assurance that the Company will be able
to produce successful new products or that new products will
achieve market acceptance.
In addition, distribution channels for personal computers,
workstations, local area networks and ancillary equipment,
including UPS products, have been characterized by rapid change.
These changes include the emergence of new distribution channels,
such as telemarketing, mass merchandisers and new types of
resellers and distributors. To date, the Company has depended on
original equipment manufacturers, distributors and value-added
resellers for sales of its smaller UPS products. Competition for
access to existing and new distribution channels is intense.
Moreover, the availability of software and end user support
programs also are important to sales. There can be no assurance
that the distribution channels for the Company's small systems
will be effective following the IPM Merger, that the Company will
be able to continue to develop new distribution channels, or that
the Company following the IPM Merger will be able to adapt to
future changes in distribution or will have the software and end
user support programs needed to compete successfully for sales of
smaller UPS products.
Litigation
Exide Electronics is the defendant in a class action suit
entitled Branson v. Exide Electronics Corporation, et al. in
Delaware Court of Chancery and a related class action suit in the
United States District Court for the Southern District of New
York. The plaintiffs in these actions have alleged that Exide
Electronics' prospectus description of a lawsuit involving Exide
Electronics, which has since been settled, that was contained in
its prospectus dated December 21, 1989, in connection with its
initial public offering, was false and misleading. The plaintiffs
are seeking unspecified compensatory damages or rescission of the
offering. This litigation is discussed in greater detail under
the caption "Item 3. Legal Proceedings" in the Company's Annual
Report on Form 10-K for the year ended September 30, 1994, which
is incorporated herein by reference, and in Note 14 of Notes to
Consolidated Financial Statements for the year ended September
30, 1994, included in the Company's 1994 Annual Report to
Shareholders, which is incorporated by reference in the
aforementioned Annual Report on Form 10-K.
No Anticipated Stockholder Distributions
Following the IPM Merger, Exide Electronics does not
anticipate paying cash dividends in the foreseeable future.
Currently, certain covenants in its financing agreements restrict
the payment of dividends by the Company. It is likely that any
future credit arrangements would have similar restrictions.
<PAGE>
Reliance on Key Personnel
Both Exide Electronics and IPM are dependent upon the
efforts and abilities of a number of their current key
management, sales, support and technical personnel. The success
of the Company following the IPM Merger will depend to a large
extent upon its continuing ability to retain and attract key
employees. The loss of certain of these employees or an
inability to retain or attract key employees in the future could
have an adverse affect upon the Company's operations following
the IPM Merger.
Possible Volatility of Stock Price; Shares Eligible for Future
Sale
The reported last sale price of the Common Stock ranged from
a low of $14.50 per share to a high of $25.75 per share for
calendar year 1994. Following completion of the IPM Merger, the
market price of the Common Stock may be volatile due to, among
other things, the relatively small size of the Company's
stockholder base even after giving effect to the IPM Merger.
As a result of the IPM Merger, Exide Electronics will issue
approximately 1.5 million additional shares of Common Stock.
Shares of Common Stock received by current IPM affiliates in the
IPM Merger, including the shares offered hereby, will be subject
to the resale restrictions of Rule 145 promulgated under the
Securities Act, as well as contractual obligations that restrict
disposition of such shares, along with shares of Common Stock
held by Exide Electronics affiliates, until the financial results
of at least 30 days of post-IPM Merger operations of the combined
company have been made publicly available. In addition, certain
of such Exide Electronics affiliates have the right to acquire,
upon conversion of convertible securities, up to 1,734,757 shares
of Common Stock, the sale of which, depending upon how such sale
occurred, could have an adverse effect upon the price of Common
Stock. These conditions may cause substantial fluctuations in
the price of the Common Stock.
Dependence of Exide Electronics on Sales to the Federal
Government; Government Contract Matters
Exide Electronics sales to the U.S. government accounted for
approximately 36%, 39% and 19% of total revenues for fiscal years
ended September 30, 1994, 1993 and 1992, respectively. A
significant portion of the Company's sales to the federal
government in recent years have been under a five-year contract
awarded by the Air Force Logistics Command in May 1988 following
a competitive procurement. As of September 30, 1994, a
significant portion of the Company's backlog relates to orders
received under this contract from the Federal Aviation
Administration ("FAA"). The period during which orders could be
placed under this contract expired in May 1993, and, as of
January 1995, a new competitive procurement process is currently
underway for a new contract (although award of the new contract
is not expected to occur before the second calendar quarter of
1995). Expiration of the previous contract does not affect
orders made under the contract, and delivery on such orders,
including FAA orders, is expected to continue through fiscal
<PAGE>
1996. Competition for the new contract is likely to be vigorous,
and there can be no assurance that Exide Electronics will be
successful in obtaining the new contract. However, Exide
Electronics can sell its products and services to the federal
government through two existing Navy contracts, and potentially
in a subcontractor capacity, or through the award of other new
contracts. Nevertheless, failure to win the new contact awarded
by the Air Force Logistics Command would adversely affect Exide
Electronics' ability to sell to the U.S. government in the
future. Exide Electronics' contracts with the U.S. government
have no significant minimum purchase commitments, and the U.S.
government may cease purchases under these contracts at any time
for any reason. These contracts are subject to termination for
the convenience of the government pursuant to the terms of the
contracts.
Exide Electronics' compliance with government contract
regulations is audited or reviewed from time to time by
government auditors, who have the right to audit Exide
Electronics' records and the records of its subcontractors during
and after completion of contract performance. Under federal
government regulations, certain costs are not reimbursable by the
U.S. government. Government auditors may recommend that certain
charges be treated as unallowable and reimbursement be made to
the federal government by Exide Electronics. In addition, as
part of its internal control practices, Exide Electronics
performs regular internal reviews of its charges to the U.S.
government. In connection with such reviews, Exide Electronics
may make voluntary refunds for certain unallowable or inadvertent
charges. Exide Electronics provides for estimated unallowable
charges and voluntary refunds in its financial statements and
believes that its provisions are adequate as of September 30,
1994. Exide Electronics intends to apply these procedures to the
operation of the Company after the IPM Merger.
Exide Electronics' federal government business is currently
performed under firm fixed-price contracts and time-and-materials
contracts, and at times a combination of both contract types.
During fiscal 1993, Exide Electronics engaged in discussions with
the federal government regarding contract interpretation matters
relating to certain time-and-materials charges by Exide
Electronics under its principal government contract. In August
1993, Exide Electronics reached an agreement with the U.S.
government resolving these matters satisfactorily to Exide
Electronics. This agreement did not require any adjustments
relating to Exide Electronics' past time-and-materials charges
and, accordingly, this matter had no effect on Exide Electronics'
financial statements for prior periods. The agreement provided
for adjustments to certain hourly labor rates and limited the
recovery of certain general and administrative costs
prospectively from August 10, 1993.
In addition, the IPM Merger may allow Exide Electronics to
increase sales of its products through IPM's contracts with the
U.S. Navy. Any such increase would increase the Company's
dependence on sales to the U.S. government.
<PAGE>
Concentration of Stock Ownership
Exide Electronics' executive officers and directors (and
their affiliates) own or have the right to acquire (upon
conversion of Exide Electronics Preferred Stock) approximately
23.0% of the Common Stock to be outstanding immediately following
the IPM Merger. Accordingly, officers and directors of the
Company (and their affiliates) may have the ability to control
the Company. Further, the holders of Exide Electronics Preferred
Stock have certain anti-dilution rights and certain rights to
purchase a pro rata portion of new securities that the Company
may sell in the future (other than securities sold under a
registration statement or in certain types of transactions), and
the holders of Exide Electronics convertible notes have certain
anti-dilution rights and certain rights to participate in any pro
rata offering of Common Stock to its stockholders. The holders
of convertible subordinated notes and Exide Electronics Preferred
Stock have the right to acquire up to 1,734,757 shares of Common
Stock, or 18.4% of the Common Stock to be outstanding immediately
following the IPM Merger, at conversion prices ranging from $13.08
to $24.74 per share.
Provisions Affecting Changes in Control
Certain provisions of Exide Electronics' Certificate of
Incorporation and By-laws could have the effect of delaying,
deferring or preventing a change in control of the Company.
These provisions include: (i) the restriction on written
consents in lieu of meetings of the stockholders; (ii) the
division of the Board of Directors into three classes; (iii) the
requirement of the approval of the holders of at least 80% of the
shares of Common Stock for consummation of certain corporate
transactions under certain circumstances; and (iv) the
authorization of unissued "blank check" preferred stock. Exide
Electronics has adopted a stockholder rights plan and is subject
to Section 203 of the Delaware General Corporation Law, which
regulates transactions with certain stockholders owning 15% or
more of a corporation's capital stock.
SELLING STOCKHOLDERS
This Prospectus covers the offer and sale by each
Selling Stockholder of the Common Stock issued to each such
Selling Stockholder upon consummation of the IPM Merger. Set
forth below are the names of each Selling Stockholder on the date
hereof, the nature of any position, office or other material
relationship that the Selling Stockholder has had within the past
three years with the Company or any of its predecessors or
affiliates (including IPM), the number of shares of Common Stock
to be owned by each such Selling Stockholder immediately
following the IPM Merger including for this purpose other shares
of Common Stock, if any, owned as of January 15, 1995), the
number of such shares that may be offered and sold by each such
Selling Stockholder hereunder, and (if one percent or more) the
percentage of Common Stock to be owned by each such Selling
Stockholder upon the completion of the offering if all Common
Stock offered by such Selling Stockholder are sold.
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Percent of
Ownership of Shares Offered Ownership of Common Stock
Common Stock for Selling Common Stock Outstanding
Prior to Stockholder's After After
Name Offering Account Offering (1) Offering (1)
- ---- ---------- ------------- ------------ ------------
Belgo 46,579 46,579 0 *
Canadian
Pharma-
ceutical (2)
Duquesne 526,250 (5) 526,250 (5) 0 *
Enterprises,
Inc. (3) (4)
Anthony 31,053 31,053 0 *
Forward (2)
Albert 32,342 23,922 8,420 *
Fuss (2)
Marc 15,526 15,526 0 *
Landeau (2)
Nutrimenta 15,526 15,526 0 *
Finance &
Investments
Ltd. (2)
Pharmco 31,053 31,053 0 *
Investments
Limited (2)
Michael 23,922 23,922 0 *
Sayres (2)
The Mark R. 23,978 23,978 0 *
Shenkman
Descendant's
Trust (2)(6)
</TABLE>
* Indicates shares held are less than one percent of Common Stock
outstanding.
<PAGE>
1/ Assuming all shares offered hereby are eventually sold.
2/ (A) The Selling Stockholder is a limited partner and/or a
general partner or distributee of Shenkman Investment Partners,
L.P. (the "Partnership"), which entered into a Stockholder
Agreement, dated as of August 25, 1994, as amended as of
December 14, 1994 and January 5, 1995, with the Company pursuant
to which the Partnership, which prior to the IPM Merger held 50%
of the outstanding shares of IPM Series A Preferred Stock
and 817,500 shares of Common Stock of IPM, agreed to appoint the
Company its true and lawful attorney with full power to vote all
such shares held by the Partnership in favor of the IPM Merger
and agreed not to take any actions to perfect any dissenters' or
appraisal rights it may have under Delaware law. The
Partnership's IPM shares represented approximately 33.9% of the
votes entitled to be cast by IPM stockholders on the IPM Merger;
(B) Each of The Partnership, and its former general partners,
Messrs. Fuss, Sayres and Shenkmen, is party to an Affiliate
Agreement with the Company pursuant to which it has agreed not
to sell, exchange, transfer, pledge, dispose of or otherwise
reduce its risk relative to Common Stock of the Company or any
part thereof until such time after the effective time of the
IPM Merger as financial results covering at least 30 days of the
combined operations of the Company and IPM after such effective
time have been made publicly available; and (C) The Partnership
is party to the Registration Rights Agreement. See "Plan of
Distribution."
3/ The Selling Stockholder has had the following relationships
with IPM and Exide during the past three years: (A) Frederick S.
Potter, formerly a Vice President of DQE, a Pennsylvania
corporation ("DQE") and the President of the Selling
Stockholder, served on the Board of Directors of IPM from
November 1991 until his resignation in July 1994, when Mr. Potter
also resigned as an officer of DQE and the Selling Stockholder.
Mr. Potter participated in discussions regarding the feasibility
and the benefits and detriments of a possible transaction between
IPM and the Company; (B) Anthony J. Villiotti, a Vice President
of the Selling Stockholder, has served on the Board of Directors
of IPM since March 1992. Mr. Villiotti participated in
discussions regarding the feasibility and the benefits and
detriments of a possible transaction between IPM and the Company;
(C) The Selling Stockholder entered into a Stockholder Agreement,
dated as of August 25, 1994, as amended as of December 14, 1994
and January 5, 1995, with the Company pursuant to which the
Selling Stockholder, which prior to the IPM Merger held all of
the outstanding shares of IPM Series B Preferred Stock, agreed to
appoint the Company its true and lawful attorney with full power
to vote all such shares held by the Selling Stockholder in favor
of the IPM Merger and agreed not to take any actions to perfect
any dissenters' or appraisal rights it may have under Delaware
law. The Selling Stockholder's IPM shares represented
approximately .3% of the votes entitled to be cast by IPM
stockholders on the IPM Merger; (D) The Selling Stockholder is
party to an Affiliate Agreement with the Company pursuant to
which it has agreed not to sell, exchange, transfer, pledge,
dispose of or otherwise reduce its risk relative to Common Stock
of the Company or any part thereof until such time after the
effective time of the IPM Merger as financial results covering at
least 30 days of the combined operations of the Company and IPM
after such effective time have been made publicly available.
Furthermore, pursuant to the terms of such Affiliate Agreement,
<PAGE>
Selling Stockholder may not sell or otherwise dispose of shares
of Common Stock of the Company held by them (whether received in
the IPM Merger or previously held) except in compliance with the
applicable provision of the Securities Act and the rules and
regulations thereunder, including Rule 145; (E) Duquesne Light
Company, a Pennsylvania corporation and a wholly-owned subsidiary
of DQE, has purchased equipment from IPM in the ordinary course
of business; and (F) The Selling Stockholder is party to the
Registration Rights Agreement. See "Plan of Distribution."
4/ The Selling Stockholder is a wholly owned subsidiary of DQE
and as such may be deemed to share with DQE voting and investment
power with respect to the Common Stock
5/ The shares represent approximately 6.9% of the shares
of Common Stock outstanding immediately following the IPM
Merger.
6/ Mark R. Shenkman, the settlor of the Mark R. Shenkman
Descendant's Trust, was a director of IPM from December 1986
until the IPM Merger.
The Selling Stockholders may sell up to all of the shares of
Common Stock shown above under the heading "Shares Offered for
Selling Stockholder's Account" pursuant to this Prospectus in one
or more transactions from time to time as described below under
"Plan of Distribution."
PLAN OF DISTRIBUTION
The Company will not receive any proceeds from the sale of
Common Stock owned by the Selling Stockholders. Each of the
Selling Stockholders may sell his or its shares of Common Stock
directly or through broker-dealers or underwriters who may act
solely as agents, or who may acquire shares as principals. The
distribution of the shares may be effected in one or more
transactions that may take place through the Nasdaq National
Market or any national securities exchange on which the Common
Stock is approved for listing in the future, including block
trades or ordinary broker's transactions, or through privately
negotiated transactions, or through an underwritten public
offering, or in accordance with Rule 144 under the Securities
Act, through a combination of any such methods of sale, at market
prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Usual and
customary or specifically negotiated brokerage fees or
commissions may be paid by the Selling Stockholders in connection
with such sales.
The aggregate proceeds to the Selling Stockholders from the
sale of Common Stock so offered will be the purchase price of the
Common Stock sold less the aggregate agents' commissions and
underwriters' discounts, if any, and other expenses of issuance
and distribution not borne by the Company. The Selling
Stockholders and any dealers or agents that participate in the
distribution of Common Stock may be deemed to be "underwriters"
within the meaning of the Securities Act, and any profit on the
sale of Common Stock by them and any commissions received by any
such dealers or agents might be deemed to be underwriting
discounts and commissions under the Securities Act.
<PAGE>
The Selling Stockholders may effect transactions by selling
Common Stock directly or through broker-dealers acting either as
principal or as agent, and such broker-dealers may receive
compensation in the form of usual and customary or specifically
negotiated underwriting discounts, concessions or commissions
from the Selling Stockholders.
To the extent required, the specific shares of Common Stock
to be sold, the names of the selling Stockholders, purchase
price, public offering price, the names of any such agent, dealer
or underwriter and any applicable commission or discount with
respect to a particular offering will be set forth in an
accompanying Prospectus Supplement.
The Registration Rights Agreement provides that the Company
shall maintain a "shelf" registration statement pursuant to Rule
415 under the Securities Act covering the sale of the Registrable
Securities (as defined in the Registration Rights Agreement).
Under the Registration Rights Agreement, the Company has agreed
to bear certain expenses of registration of the Common stock
under the federal and state securities laws (currently estimated
to be $31,000) and of any offering and sale hereunder not
including certain expenses such as commissions or discounts of
underwriters, dealers or agents and fees attributable to the sale
of such Common Stock.
Pursuant to the Registration Rights Agreement, the Company
has agreed to indemnify the Selling Stockholders against certain
liabilities, including liabilities under the Securities Act, or
to contribute to payments the Selling Stockholders may be
required to make in respect thereof.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses to be
paid by Exide Electronics Group, Inc. ("Exide Electronics") in
connection with the issuance and distribution of the securities
being registered hereby.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee $ 5,007
NASD listing fee 15,696
Fees and expenses of counsel for Exide Electronics 6,500
Blue Sky fees and expenses 1,000
Printing Expenses 2,000
Miscellaneous 697
Total $31,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the General Corporation Law of the
state of Delaware ("Delaware Law"), a corporation may indemnify
its directors, officers, employees and agents and its former
directors, officers, employees and agents and those who serve, at
the corporation's request, in such capacities with another
enterprise, against expenses (including attorney's fees), as well
as judgments, fines and settlements in nonderivative lawsuits,
actually and reasonably incurred in connection with the defense
of any action, suit or proceeding in which they or any of them
were or are made parties or are threatened to be made parties by
reason of their serving or having served in such capacity.
Delaware Law provides, however, that such person must have 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,
in the case of a criminal action, such person must have had no
reasonable cause to believe his or her conduct was unlawful. In
addition, Delaware Law does not permit indemnification in an
action or suit by or in the right of the corporation, where such
person has been adjudged liable to the corporation, unless, and
only to the extent that, a court determines that such person
fairly and reasonably is entitled to indemnity for costs the
court deems proper in light of liability adjudication. Indemnity
is mandatory to the extent a claim, issue or matter has been
successfully defended.
Article 11 of Exide Electronics' Certificate of
Incorporation and Article 10 of Exide Electronics' By-laws
provide, under certain circumstances, for the indemnification of
Exide Electronics' present or former directors, officers,
employees, agents and persons who, at the request of Exide
Electronics, are or were serving in a similar capacity for
another corporation or entity. These Articles also allow the
Board of Directors to purchase and maintain insurance on behalf
of Exide Electronics' present or former directors, officers or
persons who are or were serving at the request of Exide
Electronics as a director or officer or another corporation or
entity. Copies of Article 11 of Exide Electronics' Certificate
of Incorporation and Article 10 of Exide Electronics' Bylaws are
filed as Exhibits 99.1 and 99.2, respectively, and are
incorporated herein by reference.
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
Exhibit
Number Exhibit Description
2.1 Agreement and Plan of Reorganization (the
"Reorganization Agreement") among Exide Electronics,
Exide Electronics Acquisition, Inc. and International
Power Machines Corporation ("IPM") dated August 25,
1994, including the First Amendment to the
Reorganization Agreement dated December 14, 1994 and
the Second Amendment to the Reorganization Agreement
dated January 4, 1995 (filed as Exhibit 2.1 to Exide
Electronics' Registration Statement on Form S-4, File
No. 33-88324, and incorporated herein by reference).
2.2 Form of Certificate of Merger to be executed upon
approval of the Merger by the stockholders of Exide
Electronics and IPM (filed as Exhibit 2.2 to Exide
Electronics' Registration Statement on Form S-4, File
No. 33-88324, and incorporated herein by reference).
2.3 Form of Affiliate Agreement to be executed in
connection with the Reorganization Agreement (filed as
Exhibit 2.3 to Exide Electronics' Registration
Statement on Form S-4, File No. 33-88324, and
incorporated herein by reference).
2.4 Stockholder Agreement between Exide Electronics and
Dusquesne Enterprises, Inc. ("Dusquesne"), dated August
25, 1994, including amendments by a letter agreement
dated December 14, 1994 and a letter agreement dated
January 4, 1995 (filed as Exhibit 2.4 to Exide
Electronics' Registration Statement on Form S-4, File
No. 33-88324, and incorporated herein by reference).
2.5 Stockholder Agreement between Exide Electronics and
Shenkman Capital Management, Inc. ("Shenkman"), dated
August 25, 1994, including an Amendment Agreement dated
December 14, 1994 and an Amendment Agreement dated
January 4, 1995 (filed as Exhibit 2.5 to Exide
Electronics' Registration Statement on Form S-4, File
No. 33-88324, and incorporated herein by reference).
4.1 Form of certificate representing shares of Exide
Electronics' common stock, par value $0.01 (filed as
Exhibit 1 to Exide Electronics' Registration Statement
on Form 8-A, File No. 0-18106, and incorporated herein
by reference).
4.2 Preferred Stock Purchase Agreement, dated as of
July 10, 1992, relating to the purchase of 5,000 shares
of Exide Electronics' Series D Preferred Stock by Japan
Storage Battery Co., Ltd. (filed as Exhibit 4a to Exide
Electronics' Current Report on Form 8-K, File No. 0-
18106, for the event on July 10, 1992, and incorporated
by reference herein).
<PAGE>
4.3 Stockholder Agreement, dated as of July 10, 1992,
relating to the purchase of 5,000 shares of Exide
Electronics' Series D Preferred Stock by Japan Storage
Battery Co., Ltd. (filed as Exhibit 4c to Exide
Electronics' Current Report on Form 8-K, File No. 0-
18106, for the event on July 10, 1992, and incorporated
by reference herein).
4.4 Note Agreement by and among Massachusetts Mutual Life
Insurance Company, MassMutual Corporate Investors,
MassMutual Participation Investors, and Exide
Electronics, dated September 2, 1992, relating to the
8.375% Guaranteed Convertible Subordinated Notes due
June 30, 2000 (filed as Exhibit 4m to Exide
Electronics' Annual Report on Form 10-K, File No. 0-
18106, for the fiscal year ended September 30, 1992,
and incorporated by reference herein).
4.5 Rights Agreement dated as of November 25, 1992 by and
between Exide Electronics and First Union National Bank
of North Carolina (filed as Exhibit 1 to Exide
Electronics' Current Report on Form 8-K, File No. 0-
18106, for the event on November 25, 1992, and
incorporated by reference herein).
4.6 Preferred Stock Purchase Agreement, dated as of
December 10, 1992, relating to the purchase of 4,900
shares of Exide Electronics' Series E Preferred Stock
by Japan Storage Battery Co., Ltd. (filed as Exhibit 4o
to Exide Electronics' Annual Report on Form 10-K, File
No. 0-18106, for the fiscal year ended September 30,
1992, and incorporated by reference herein).
4.7 Registration Rights Agreement by and among Exide
Electronics, Dusquesne and Shenkman Investment Partners
L.P., dated as of January 5, 1995.*
5 Opinion of Hogan & Hartson L.L.P.*
23.1 Consent of Arthur Andersen LLP, as independent public
accountants for Exide Electronics.*
23.2 Consent of Arthur Andersen LLP, as independent public
accountants for IPM.*
23.3 Consent of Hogan & Hartson L.L.P. (included in their
opinion filed as Exhibit 5).*
24 Powers of Attorney.*
99.1 Article 11 of Exide Electronics' Certificate of
Incorporation (filed as Exhibit 99(b) to Exide
Electronics' Registration Statement on Form S-3, File
No. 33-64818, and incorporated herein by reference).
99.2 Article 10 of Exide Electronics' Bylaws (filed as
Exhibit 99(c) to Exide Electronics' Registration
Statement on Form S-3, File No. 33-64818, and
incorporated herein by reference).
___________________
* Previously filed
<PAGE>
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
rising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or Form
S-8, and 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 Securities and Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 bonfire offering thereof.
<PAGE>
(c) Insofar as indemnification for liabilities arising
under the Securities Act 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 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 and will be governed by the final adjudication
of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Raleigh,
North Carolina on February 3, 1995.
EXIDE ELECTRONICS GROUP, INC.
By: James A. Risher*
James A. Risher
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed by
the following persons in the capacities and on the dates
indicated.
Date: February 3, 1995 Conrad A. Plimpton*
Conrad A. Plimpton
Chairman of the Board of Director
Date: February 3, 1995 Lance L. Knox*
Lance L. Knox
Vice Chairman of the Board of Director
Date: February 3, 1995 Marty R. Kittrell
Marty R. Kittrell
Vice President, Chief Financial
Officer, and Treasurer
Date: February 3, 1995 Wayne L. Clevenger*
Wayne L. Clevenger
Director
Date: February 3, 1995 Ron E. Doggett*
Ron E. Doggett
Director
Date: February 3, 1995 James E. Fowler*
James E. Fowler
Director
<PAGE>
Date: February 3, 1995 David J. McLaughlin*
David J. McLaughlin
Director
Date: February 3, 1995 James A. Risher*
James A. Risher
Director
Date: February 3, 1995 Chiaki Tanaka*
Chiaki Tanaka
Director
By: * Marty R. Kittrell
Marty R. Kittrell
Attorney-in-fact
