SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under the Securities Act of 1933
PENRIL DATACOMM NETWORKS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
34-1028216
(I.R.S. Employer Identification Number)
1300 Quince Orchard Boulevard
Gaithersburg, Maryland 20878
(301) 417-0552
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
Richard D. Rose
Vice President
1300 Quince Orchard Boulevard
Gaithersburg, Maryland 20878
(301) 417-0552
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
____________________
Approximate date of commencement of proposed sale to public:
As soon as practicable after the effective date of this Registration
Statement
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box:
------
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following: X
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If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering:
-----
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering:
-----
If delivery of the Prospectus is expected to be made pursuant to Rule
434, please check the following box:
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<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Aggregate Aggregate Amount of
Shares to be Amount to Offering Price Offering Registration
Registered be Registered per Share Price(1) Fee
- --------------- -------------- ---------- ----------- ---------
Common Stock,
par value,
$.01 per share 25,000 $5.75 $143,750 $100
(1) Estimated solely for the purpose of calculating the registration fee.
(2) The registration fee with respect to the shares of Common Stock to be
sold by the Selling Shareholder has been computed pursuant to Rule 457
using the price of the last sale reported on the National Association
of Securities Dealers Automated Quotations/National Market System
("NASDAQ/NMS") on November 14, 1995.
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.
PROSPECTUS
PENRIL DATACOMM NETWORKS, INC.
25,000 SHARES OF COMMON STOCK
The shares of Common Stock, $.01 par value per share (the "Common
Stock"), of Penril DataComm Networks, Inc. (the "Company") that relate to
this Prospectus include 25,000 shares (the "Shareholder Shares") offered
for sale by Henry D. Epstein (the "Shareholder"), Chairman of the Board and
Chief Executive Officer of the Company. See "Shareholder." The Shareholder
Shares were issued by the Company upon the exercise of Class E Warrants
(the "Warrants") granted by the Company to the Shareholder. The Company
has agreed to pay all of the expenses of this offering but will not receive
any of the proceeds from the sale of the Shareholder Shares being offered
hereby.
All brokerage commissions and other similar expenses incurred by the
Shareholder will be borne by the Shareholder. The aggregate proceeds to
the Shareholder from the sale of the Shareholder Shares will be the
purchase price of the Shareholder Shares sold, less the aggregate agents'
commissions and underwriters' discounts, if any, and other expenses of
issuance and distribution not borne by the Company. See "Use of Proceeds"
and "Plan of Distribution."
The Common Stock is quoted on the National Association of Securities
Dealers Automated Quotations/National Market System (NASDAQ/NMS) under the
symbol "PNRL." The closing price per share reported on the NASDAQ/NMS on
November 14, 1995 was $5.75.
The Shareholder and any broker-dealers, agents or underwriters that
participate with the Shareholder in the distribution of the Shareholder
Shares, may be deemed "Underwriters," as that term is defined in the
Securities Act of 1933, as amended (the "Securities Act"), and any
commissions received by them and any profit on the resale of the
Shareholder Shares purchased by them may be deemed underwriting commissions
or discounts under the Securities Act. The Shareholder Shares to be
offered by the Shareholder may be offered in one or more transactions in
the over-the-counter market or in negotiated transactions or a combination
of such methods of sale, at market prices prevailing at the time of sale,
the prices related to such prevailing market prices or at negotiated
prices. The Shareholder Shares to be offered by the Shareholder may be
sold either (a) to a broker or dealer as principal for resale by such
broker or dealer for its account pursuant to this Prospectus (for example,
in transactions with a "market maker") or (b) in brokerage transactions,
including transactions in which the broker solicits purchasers.
____________________
No dealer, salesman or other person is authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been
authorized by the Company or the Shareholder, or any underwriter, dealer
or agent. This Prospectus and any supplement thereto shall not constitute
an offer to sell, or the solicitation of an offer to buy, any of the Shares
offered hereby in any jurisdiction where, or to any person to whom, it is
unlawful to make such offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances,
create an implication that there has been no change in the affairs of the
Company since the date hereof or thereof, or that the information contained
herein is correct as of any time subsequent to the date hereof.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
____________________
The date of this Prospectus is November 14, 1995
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy and information
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 or at the
Commission's regional offices located at 7 World Trade Center, 13th Floor,
New York, New York 10048 and 500 West Madison Street, Chicago, Illinois
60606. Copies of such material can be obtained from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington D.C. 20549,
at prescribed rates.
This Prospectus does not contain all the information set forth in the
Registration Statement (the "Registration Statement") that the Company has
filed with the Commission. For further information with respect to the
Company and the securities offered hereby, reference is made to the
Registration Statement and the exhibits thereto, copies of which are on
file at the offices of the Commission and may be obtained upon payment of
the fee prescribed by the Commission, or may be examined without charge at
the offices of the Commission. Statements contained in this Prospectus or
in any document incorporated in this Prospectus by reference as to the
contents of any contract or other document referred to herein or therein
are not necessarily complete, and, in each instance, reference is made to
the copy of such contract or other document filed as an exhibit to the
Registration Statement or such other document, each such statement being
qualified in all respects by such reference.
The Company will provide without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a
copy of any or all of the documents incorporated by reference herein, other
than exhibits to such documents. Such requests should be directed to
Richard D. Rose, Vice President, Penril DataComm Networks, Inc., 1300
Quince Orchard Boulevard, Gaithersburg, Maryland 20878 (Telephone:
301-417-0552).
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission
(File No. 1-7886) are incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K, for the fiscal year
ended July 31, 1995, filed with the Commission on October 27,
1995.
2. The Company's Current Report on Form 8-K filed with the
Commission on October 6, 1995.
3. The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A, filed with the Commission on
November 27, 1972.
4. All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the termination of the offering made hereby, shall be deemed to
be incorporated by reference in this Prospectus and to be a part
hereof from the respective date of filing each such document.
Any statements contained in any document incorporated or deemed to be
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 any subsequently filed document which is also deemed to
be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute part of this Prospectus.
THE COMPANY
General
The Company is a Delaware corporation with its principal executive
offices located at 1300 Quince Orchard Boulevard, Gaithersburg, Maryland
20878 (telephone: 301-417-0552). The Company develops and markets network
access devices which enable local, remote or mobile users to access network
resources located at remote sites, central sites or any other point in the
network. In addition, one of the Company's wholly-owned subsidiaries
specializes in the production of sophisticated high frequency electronic
instrumentation equipment.
USE OF PROCEEDS
The Shareholder Shares being offered are for the account of the
Shareholder. Accordingly, the Company will receive none of the proceeds
from the sale of the Shareholder Shares.
SELLING SHAREHOLDER
The shares covered by this Prospectus were acquired by the
Shareholder pursuant to his exercise of the Warrants. The following table
sets forth as of November 14, 1995, certain information with respect to the
Shareholder, provided by it, including the number of shares that may be
offered by him. The number of shares which may actually be sold by the
Shareholder will be determined from time to time by him and will depend
upon a number of factors, including the price of the Company's Common Stock
from time to time. Because the Shareholder may offer all or none of the
Shareholder Shares that he holds and because the offering contemplated by
the Prospectus is not being underwritten, no estimate can be given as to
number of Shareholder Shares that will be held by the Shareholder upon
termination of such offering. It is anticipated that the Shareholder will
offer all of the Shareholder Shares for sale. See "Plan of Distribution."
Number of shares of Shares of Common
Common Stock owned by Stock offered
Shareholder hereby
Name of --------------------- ------------------
Shareholder Shares % of Class Shares % of Class
--------------------- -------- ---------- ------- ----------
Henry D. Epstein,
Chairman of the Board and
Chief Executive Officer 901,929(1) 9.9% 25,000 (2)
(1) Includes 726,029 shares owned directly by the Shareholder, 72,000
shares which may be acquired from the Company within 60 days of
November 14, 1995 pursuant to the exercise of options granted under
the Company's 1986 Incentive Plan, and 103,900 shares the Shareholder
transferred to Henriette Wenkart Epstein but has the right to vote so
long as she is the beneficial owner of such shares, pursuant to a
seven year, irrevocable proxy.
(2) Represents less than 1%.
PLAN OF DISTRIBUTION
The Shareholder Shares offered hereby are being sold by the
Shareholder acting as principal for its own account. The Company will
receive none of the proceeds from such offering.
The distribution of the Shareholder Shares by the Shareholder is not
subject to any underwriting agreement. The Company expects that the
Shareholder will sell its shares covered by this Prospectus through
customary brokerage channels, either through broker-dealers acting as
agents or brokers for the Shareholder, or through broker-dealers acting as
principals, who may then resell their Shareholder Shares in the over-the-
counter market, or at private sales or otherwise, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Shareholder may effect such
transactions by selling Shareholder Shares through broker-dealers, and
such broker-dealers will receive compensation in the form of commissions
from the Shareholder and/or the purchasers of the Shareholder Shares for
whom they may act as agent (which compensation may be in excess of
customary commissions). The Shareholder and any broker-dealers that
participate with the Shareholder in the distribution of the Shareholder
Shares may be deemed to be underwriters and any commissions received by
such broker-dealers and any profit on resale of Shareholder Shares sold by
them might be deemed to be underwriting discounts or commissions under the
Securities Act. All expenses of registration incurred in connection with
this offering are being borne by the Company, but all brokerage commissions
and other similar expenses incurred by the Shareholder will be borne by
the Shareholder.
At the time a particular offer of Shareholder Shares is made, to the
extent required, a supplement to this Prospectus will be distributed which
will identify and set forth the aggregate amount of Shareholder Shares
being offered and the terms of the offering.
The Shareholder is not restricted as to the price or prices at which
he may sell its Shareholder Shares. Sales of Shareholder Shares at less
than market prices may depress the market price of the Company's Common
Stock. Moreover, the Shareholder is not restricted as to the number of
Shareholder Shares which may be sold at any one time, and it is possible
that a significant number of Shareholder Shares could be sold at the same
time.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the Shareholder Shares may not
simultaneously engage in market making activities with respect to the
Shareholder Shares for a period of nine business days prior to the
commencement of such distribution. In addition and without limiting the
foregoing, the Shareholder will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including without
limitation rules 10b-6 and 10b-7, which provisions may limit the timing of
purchases and sales of the Shareholder Shares by the Shareholder.
In order to comply with certain states' securities laws, if
applicable, the Shareholder Shares may be sold in such jurisdictions only
through registered or licensed brokers or dealers. In certain states the
Shareholder Shares may not be sold unless the Shareholder Shares have been
registered or qualified for sale in such state, or unless an exemption from
registration or qualification is available and is obtained.
LEGAL MATTERS
The validity of the securities being offered hereby has been passed
upon for the Company by the law firm of Benesch, Friedlander, Coplan &
Aronoff, Cleveland, Ohio, of which law firm Richard D. Margolis, a director
of the Company, is a Partner.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended July 31, 1995 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports,
which are incorporated herein by reference, and have been so incorporated
in reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Filing Fee -- Securities and Exchange Commission $ 100
Accounting Fees and Expenses 2,000
Legal Fees and Expenses 2,000
Miscellaneous Expenses 1,000
-----
Total $5,100
=====
All expenses other than the Securities and Exchange Commission filing fee
are estimated. All expenses will be borne by the Company.
____________________
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") empowers a Delaware corporation to indemnify any
persons who are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such person is
or was an officer or director of such corporation, or is or was serving at
the request of such corporation as a director, officer, employee or agent
of another corporation or enterprise. The indemnity may include expenses
(including attorneys fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
action, suit or proceeding, provided that such officer or director acted in
good faith and in a manner he reasonably believed to be in or not opposed
to the corporation's best interests, and, for criminal proceedings, had no
reasonable cause to believe his conduct was illegal. A Delaware
corporation may indemnify officers and directors in an action by or in the
right of the corporation under the same conditions against expenses
(including attorney's fees) actually and reasonably incurred by such person
in connection with the defense or settlement of such action, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation in the performance of
his duty. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation
must indemnify him against the expenses which such officer or director
actually and reasonably incurred.
The Amended and Restated Certificate of Incorporation of the Company
provides that each person who was or is made a party to or is threatened to
be made a party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the
fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the Company or is or was
serving at the request of the Company as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or
other enterprise, shall be indemnified and held harmless by the Company to
the fullest extent authorized by the Delaware General Corporation Law
against all expense, liability and loss reasonably incurred by such person
in connection therewith. The Amended and Restated Certificate of
Incorporation provides that the right to indemnification is a contract
right.
The Company has purchased directors' and officers' liability insurance
in an amount of $2,000,000, covering certain liabilities incurred by its
officers and directors in connection with the performance of their duties.
<PAGE>
Item 16. Exhibits.
Exhibit No. Description
4.1 Amended and Restated Certificate of Incorporation of
the Company (incorporated by reference to
Exhibit (3)(a)(iii) to the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended April 30,
1989).
4.2 Certificate of Amendment of Certificate of
Incorporation of the Company (incorporated by reference
to Exhibit 4.3 to the Company's Registration Statement
on Form S-3 filed April 29, 1991).
4.3 By-laws of the Company (incorporated by reference to
Exhibit (3)(a)(ii) to the Company's Annual Report on
Form 10-K for the year ended July 31, 1987).
5 * Opinion of Benesch, Friedlander, Coplan & Aronoff,
counsel for the Company.
23.1 * Consent of Deloitte & Touche LLP.
23.2 * Consent of Benesch, Friedlander, Coplan & Aronoff
(included as part of Exhibit 5).
24 * Power of Attorney (included on signature page hereto).
____________________
* Filed Herewith
<PAGE>
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(a) (1) To file during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement.
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent
post-effective amendment) thereof which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the registration statement; Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represents no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in 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 information required to be included in a post-
effective amendment by those paragraphs is continued in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each 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) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Gaithersburg, State of Maryland
on the 20th day of November, 1995.
PENRIL DATACOMM NETWORKS, INC.
By: \s\Henry D. Epstein
-------------------------------
Henry D. Epstein, Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Henry D. Epstein and Richard D.
Rose, or either of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact, agent, or their
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
\s\Henry D. Epstein
----------------------------------
Henry D. Epstein
Dated: November 20, 1995 Chairman of the Board and Chief Executive
Officer (Principal Executive Officer)
\s\Richard D. Rose
----------------------------------
Richard D. Rose
Dated: November 20, 1995 Vice President, Chief Financial Officer and
Chief Accounting Officer (Principal
Financial and Accounting Officer)
\s\John P. Lowe, Jr.
----------------------------------
John P. Lowe, Jr.
Dated: November 20, 1995 Director
\s\Richard D. Margolis
----------------------------------
Richard D. Margolis
Dated: November 20, 1995 Director
\s\ Michael H. Newlin
----------------------------------
Michael H. Newlin
Dated: November 20, 1995 Director
\s\Howard M. Schneider
----------------------------------
Howard M. Schneider
Dated: November 20, 1995 Director
\s\Norman Einspruch
----------------------------------
Dated: November 20, 1995 Norman Einspruch
Director
\s\Ronald A. Howard
----------------------------------
Ronald A. Howard
Dated: November 20, 1995 Director
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement, relating to 25,000 shares of Common Stock of Penril
DataComm Networks, Inc. on Form S-3 of our reports dated October
17, 1995, appearing in the Annual Report on Form 10-K of Penril
DataComm Networks, Inc. for the year ended July 31, 1995 and to
the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
\s\Deloitte & Touche LLP
- -------------------------------
DELOITTE & TOUCHE LLP
Washington, D.C.
November 13, 1995
November 17, 1995
Board of Directors
Penril DataComm Networks, Inc.
1300 Quince Orchard Boulevard
Gaithersburg, Maryland 20878
Re: Registration Statement on Form S-3
Gentlemen:
It is our understanding that Penril DataComm Networks, Inc., a
Delaware corporation ("Company"), intends to file with the
Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended, a Registration Statement on Form S-3
("Registration Statement"), which Registration Statement relates
to 25,000 shares of common stock, par value $.01 per share, of
the Company, which are owned by Henry D. Epstein (the "Shares").
We have examined and relied on originals or copies, certified or
otherwise identified to our satisfaction as being true copies, of
all such records of the Company, all such agreements,
certificates of officers of the Company and others, and such
other documents, certificates and corporate or other records as
we have deemed necessary as a basis for the opinion expressed in
this letter.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals and
the conformity to original documents of all documents submitted to us
as certified or photostatic copies. As to facts material to the
opinions expressed in this letter, we have relied on statements
and certificates of officers of the Company and of state
authorities.
We have investigated such questions of law for the purpose of
rendering the opinions in this letter as we have deemed
necessary. We express no opinion in this letter concerning any
law other than the Delaware General Corporation Law.
On the basis of the foregoing, we are of the opinion that the
Shares have been validly issued and are fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
\s\Benesch, Friedlander, Coplan
& Arnoff
-------------------------------
BENESCH, FRIEDLANDER,
COPLAN & ARONOFF
