Exide Electronics Group, Inc.
8521 Six Forks Road
Raleigh, North Carolina 27615
April 27, 1995
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Post-Effective Amendment No. 1 to Exide Electronics
Group, Inc.'s Registration Statement on Form S-3
(File No. 33-88466)
Ladies and Gentlemen:
Transmitted herewith for filing under the EDGAR system is Post-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 Amended Registration
Statement filed with the Securities and Exchange Commission ("SEC") on February
6, 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 Monday, May 1, 1995 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
April 27, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Post-Effective Amendment No. 1 to Exide Electronics Group, Inc.'s
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 May 1, 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 April 27, 1995
Registration No. 33-88466
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-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
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 April 26, 1995, the
closing bid price of the Common Stock on the Nasdaq National Market was $16.25
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 $33,000), 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.
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 April 27, 1995.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
<S> <C>
Available Information 4
Incorporation of Certain Documents by Reference 4
The Company 6
Risk Factors 6
Selling Stockholders 11
Plan of Distribution 14
</TABLE>
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 Company's Quarterly Report on Form 10-Q for the quarter ended December 31,
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 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.
<PAGE>
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 became a wholly owned subsidiary of Exide
Electronics (such transaction being referred to herein as 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 contained 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.
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
<PAGE>
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.
The Company's revenues for the first quarter of fiscal 1995 were lower than the
revenues for the fourth quarter of fiscal 1994. 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.
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.
<PAGE>
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
In May 1990, Exide Electronics was served with a complaint entitled
Branson v. Exide Electronics Corporation, et al., in the Delaware Court of
Chancery (Branson-Delaware), and in May 1991, a related case was filed in the
United States District Court for the Southern District of New York (Branson-New
York). These complaints alleged, among other things, that Exide Electronics'
description of a lawsuit entitled James Hendry d.b.a. Synergy Sales Engineering
v. Exide Electronics Corporation (Hendry) in its prospectus dated December 21,
1989 was false and misleading. Exide Electronics recorded a charge in connection
with Hendry of $4,997 in its operating results for the second quarter of fiscal
1994, and reached a settlement in the Hendry lawsuit in July 1994. For
additional information on the Hendry, Branson-Delaware, and Branson-New York
litigation, see Note 4 of the Notes to Consolidated Financial Statements in
Exide Electronics' Form 10-Q for the quarter ended December 31, 1994, which is
incorporated herein by reference.
In April 1995, Exide Electronics announced that it had settled the Branson
suits. The Delaware Branson action had been dismissed once for failure to state
a claim, but was reinstated following an appeal and was in the discovery process
prior to the settlement. The terms of the settlement were not disclosed, but the
company announced that the settlement would be recorded in the results of its
second fiscal quarter ended March 31, 1995, and that it would not have a
material effect on the company's financial position. The settlement agreements
are subject to court approval, after notice to affected shareholders. While the
company believed that neither suit had merit, it decided to settle as the suits
were taking valuable corporate time and attention and would have involved
significant legal costs to pursue further.
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.
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.
<PAGE>
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 issued 1,509,721 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 the 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 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
<PAGE>
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.
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 outstanding Common Stock. 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
outstanding 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.
<PAGE>
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>
<CAPTION>
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)
- ---- ---------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
Belgo 47,997 47,997 0 *
Canadian
Pharma-
ceutical (2)
Duquesne 526,250 (5) 526,250 (5) 0 *
Enterprises,
Inc. (3) (4)
Anthony 31,998 31,998 0 *
Forward (2)
Albert 31,943 23,523 8,420 *
Fuss (2)
Marc 15,999 15,999 0 *
Landeau (2)
Nutrimenta 15,999 15,999 0 *
Finance &
Investments
Ltd. (2)
Pharmco 31,998 31,998 0 *
Investments
Limited (2)
Michael 23,523 23,523 0 *
Sayres (2)
The Mark R. 23,522 23,522 0 *
Shenkman
Descendant's
Trust (2)(6)
<FN>
* Indicates shares held are less than one percent of Common Stock outstanding.
</FN>
</TABLE>
<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
Shenkman, 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 for the benefit of all
the partners. 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 from March 1992 to February 1995. 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 $33,000) 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 8,500
Blue Sky fees and expenses 1,000
Printing Expenses 2,000
Miscellaneous 697
-------
Total $33,000
=======
</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 or 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).
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).
<PAGE>
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.
23.2 Consent of Hogan & Hartson L.L.P.
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 bona fide 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 April 19, 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: April 19, 1995 Conrad A. Plimpton*
Conrad A. Plimpton
Chairman of the Board of Director
Date: April 19, 1995 Lance L. Knox*
Lance L. Knox
Vice Chairman of the Board of Director
Date: April 19, 1995 Marty R. Kittrell
Marty R. Kittrell
Vice President, Chief Financial
Officer, and Treasurer
Date: April 19, 1995 Wayne L. Clevenger*
Wayne L. Clevenger
Director
Date: April 19, 1995 Ron E. Doggett*
Ron E. Doggett
Director
Date: April 19, 1995 James E. Fowler*
James E. Fowler
Director
<PAGE>
Date: April 19, 1995 David J. McLaughlin*
David J. McLaughlin
Director
Date: April 19, 1995 James A. Risher*
James A. Risher
Director
Date: April 19, 1995 Chiaki Tanaka*
Chiaki Tanaka
Director
By: * Marty R. Kittrell
Marty R. Kittrell
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
23.1 Consent of Arthur Andersen LLP, independent public accountants.
23.2 Consent of Hogan & Hartson L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
registration statement (File No. 33-88466).
ARTHUR ANDERSEN LLP
Raleigh, North Carolina
April 24, 1995
<PAGE>
EXHIBIT 23.2
CONSENT OF LEGAL COUNSEL
We hereby consent to the filing of our opinion letter as Exhibit 5 to
Registration Statement No. 33-88466 (the "Registration Statement") and to the
reference to this firm under the caption "Legal Matters" in the prospectus
constituting a part of the Registration Statement. In giving this consent, we do
not thereby admit that we are an "expert" within the meaning of the Securities
Act of 1933, as amended.
HOGAN & HARTSON L.L.P.
