As filed with the Securities and Exchange Commission on July 14, 2000
Registration No. 333-33941
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
RHEOMETRIC SCIENTIFIC, INC.
(Exact name of registrant as specified in its charter)
New Jersey One Possumtown Road 61-078419
(State of Piscataway, NJ 08854 (I.R.S. Employer
Incorporation) (Address of principal executive offices) Identification
(Zip Code) Number)
RHEOMETRIC SCIENTIFIC, INC.
1996 STOCK OPTION PLAN
(Full Title of the Plan)
Joseph Musanti
Vice President of Finance and
Chief Financial Officer
Rheometric Scientific, Inc.
One Possumtown Road
Piscataway, NJ 08854
(Name and address of agent for service)
(732) 560-8550
(Telephone number, including area code, of agent for service)
Copy to:
Dechert
30 Rockefeller Plaza
New York, NY 10112
Attention: Paul Gluck, Esq.
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CALCULATION OF REGISTRATION FEE
------------------------- -------------------- ------------------------- -------------------------- ------------------
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered (1) offering price per aggregate offering price registration fee
share (2) (2) (2)
------------------------- -------------------- ------------------------- -------------------------- ------------------
Common Stock, no par
value per share 250,000 shares $4.78 $1,195,000 $310.70
========================= ==================== ========================= ========================== ==================
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(1) This Registration Statement on Form S-8 relates to an additional 250,000
shares of Common Stock, no par value per share, of the Registrant issuable
under the Rheometric Scientific, Inc. 1996 Stock Option Plan. See
"Incorporation by Reference" with respect to the Registrant's Registration
Statement on Form S-8 (Registration No. 333-33941, filed on August 19, 1997
and relating to 250,000 shares of Common Stock.
(2) Pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act of 1933,
the proposed maximum offering price per share, the proposed maximum
aggregate offering price and the amount of the registration fee are based
upon the average of the high and low prices of the Registrant's Common Stock
on the OTC Bulletin Board as of July 13, 2000. Further, the amount of the
registration fee relates only to the additional 250,000 shares of Common
Stock issuable under the Rheometric Scientific Inc. 1996 Stock Option Plan
being registered pursuant to this Registration Statement on Form S-8.
<PAGE>
This Registration Statement on Form S-8 relates to an additional 250,000
shares of Common Stock, no par value per share, of Rheometric Scientific, Inc.,
which may be issued under the Rheometric Scientific, Inc. 1996 Stock Option
Plan, as amended. Rheometric Scientific hereby incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 333-33941, filed
with the Securities and Exchange Commission on August 19, 1997, covering awards
for 250,000 shares of Common Stock, which awards have been previously granted
pursuant to the Plan.
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.
Information required by Part I of Form S-8 to be contained in a prospectus
meeting the requirements of Section 10(a) of the Securities Act of 1933, as
amended, is not required to be filed with the SEC and is omitted from this
registration statement in accordance with the explanatory note to Part I of Form
S-8 and Rule 428 under the Securities Act.
The following reoffer prospectus filed as part of this registration
statement has been prepared in accordance with General Instruction C of Form S-8
and, pursuant thereto, may be used for reofferings and resales of the shares of
Common Stock registered hereby.
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PROSPECTUS
JULY 13, 2000
250,000 Shares
Rheometric Scientific, Inc.
Common Stock
--------------------------------------------------------------------------------
Employees, directors and certain consultants who have exercised options to
purchase shares of our Common Stock under our 1996 Stock Option Plan are selling
up to 250,000 shares of our Common Stock. We will not receive any proceeds from
any sale of shares offered by this prospectus.
The shares offered by this prospectus could be sold in several ways,
including in transactions on the OTC Bulletin Board, or otherwise, at prevailing
market prices at the time of sale, or in privately negotiated transactions at
prices agreed upon by the parties.
Our Common Stock is quoted on the OTC Bulletin Board under the symbol
"RHEM." On July 13, 2000, the closing sales price of our Common Stock on the OTC
Bulletin Board was $4.78.
Our principal executive office is located at One Possumtown Road,
Piscataway, NJ 08854, and our telephone number is (732) 560-8550.
Investing in our Common Stock involves risks.
See "Risk Factors" starting on page 2.
--------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
================================================================================
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TABLE OF CONTENTS
Risk Factors..................................................................2
Rheometric Scientific, Inc....................................................8
Use of Proceeds...............................................................8
Selling Stockholders..........................................................8
Plan of Distribution.........................................................10
Where You Can Find More Information--
Incorporation of Documents By Reference......................................10
Special Note on Forward-Looking Statements...................................11
Experts .....................................................................11
RISK FACTORS
Investing in our Common Stock will provide you with an equity ownership
interest in Rheometric Scientific. As one of our stockholders, your investment
will be subject to risks inherent in our business. The price of our Common Stock
may decline. You should carefully consider the following factors as well as
other information contained in this prospectus before deciding to invest in our
Common Stock.
Dependence on Capital Spending Policies.
Our customers include laboratories, universities and colleges, research
facilities and businesses involved in the elastomer and polychemical industries.
The capital spending policies of our customers can have a significant effect on
the demand for our products. Such policies are based on a variety of factors,
including the resources available to make such purchases, spending priorities
and policies regarding capital expenditures. Any decrease in capital spending by
our customers could have a material adverse effect on our business and results
of operations. A recession in one or more markets could also cause a slowdown or
reduction in capital spending.
Uncertainty of Market Acceptance of New Products.
Certain of our products represent alternatives to traditional instruments
and methods. As a result, such products may be slow to achieve, or may not
achieve, market acceptance, as customers may seek further validation of the
efficiency and efficacy of our technology. This is particularly true where the
purchase of the product requires a significant capital commitment. Further,
because process control systems are incorporated into a customer's production
line, a decision to invest in these systems involves significant operating risks
if the system fails or shuts down. We intend to expand our product base by
adapting our proprietary technologies for new applications in broader industry
segments including the pharmaceutical, agrochemical and industrial chemical
industries. We believe that, to a significant extent, our growth prospects
depend on the continuing acceptance by a broader group of customers and by
broader industry segments of our new products and technologies. There can be no
assurance that we will be successful in adapting our proprietary technologies
for new applications, in obtaining these acceptances or, if obtained, that such
acceptances will be sustained. Our failure to obtain and sustain such
acceptances could have a material adverse effect on our plan for growth and on
our business and results of operations.
Technological Change and New Products.
The market for rheological products and process optimization systems is
characterized by changing technology, evolving industry standards and new
product introductions. Our future success will depend in part upon our ability
to enhance our existing products and to develop and introduce new products and
technologies to meet changing customer requirements and to successfully serve
broader industry segments. We are currently devoting significant resources
toward the enhancement of our existing
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products and the development of new products and technologies. There can be no
assurance that we will successfully complete these goals in a timely fashion or
that our current or future products will satisfy the needs of the rheological
products and process markets. Failure of our products to satisfy market needs
could have a material adverse effect on our business and results of operation.
International Operations and International Sales.
In 1997, 1998, 1999 and the three months ended March 31, 2000, sales
originating outside the U.S. accounted for 55%, 47%, 47% and 38%, respectively,
of our total revenues. In addition, in 1997, 1998, 1999 and the three months
ended March 31, 2000, U.S. export sales accounted for 5%, 7%, 7% and 15%,
respectively, of our total revenues. We anticipate that sales outside the U.S.
and U.S. export sales will continue to account for a significant percentage of
our total revenues. We intend to continue to expand our presence in
international markets. International revenues are subject to a number of risks,
including the following:
o agreements may be difficult to enforce and receivables difficult to
collect through a foreign country's legal system;
o foreign customers may have longer payment cycles;
o foreign countries may impose additional withholding taxes or otherwise
tax our foreign income, impose tariffs or adopt other restrictions on
foreign trade;
o U.S. export licenses may be difficult to obtain;
o the protection of intellectual property in foreign countries may be
more difficult to enforce; and
o fluctuations in exchange rates may affect product demand and may
adversely affect the profitability in U.S. dollars of products and
services provided by us in foreign markets where payment for our
products and services is made in the local currency.
Foreign operations are also subject to certain risks such as general
economic conditions in the countries in which we operate, unexpected changes in
regulatory requirements, compliance with a variety of foreign laws and
regulations and overlap of different tax structures. Tax rates in certain
foreign countries exceed that of the United States and foreign earnings may be
subject to withholding requirements or the imposition of tariffs, exchange
controls or other restrictions. There can be no assurance that any of these
factors will not have a material adverse effect on our business and results of
operations.
History of Operating Losses.
We have a history of losses and have not been profitable in recent years
and may not be profitable in the future. We have incurred a net loss in every
fiscal period since 1996.
For the years ended December 31, 1999, December 31, 1998 and December 31,
1997, our net losses were approximately $5,138,000, $1,144,000 and $2,329,000,
respectively.
In order to become profitable, we must successfully market and sell
rheological and other process control products and services at volumes
substantially above recent levels, sell evolving products for new and existing
markets, increase gross margins, expand our distribution capability and manage
our operating expenses. We have not yet achieved these objectives to any
significant degree. There can be no assurance that we will ever achieve these
objectives or profitability. Currently, we are dependent on external financing
to fund operations. Our actual working capital needs will depend on upon
numerous factors, including the extent and timing of acceptance of our products
in the market, our operating results, the cost of increasing our sales and
marketing activities, the status of competitive products, the availability of
financing sources and the prevailing conditions in the financial markets, none
of which can be predicted with certainty. As a result, there is no assurance
that we will be able to obtain adequate financing. We have recently obtained a
credit facility with PNC Bank, however, there can be no
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assurance that any additional financing will be available to us on acceptable
terms, or at all, when required by us. The inability to obtain such financing
could have a material adverse effect on our business, financial condition and
results of operations.
Competition.
We encounter competition in the sale of our rheological products and other
materials characterization instruments and finished materials quality control
products and software. We believe that the principal competitive factors
affecting the market for process optimization products and systems include
quality and reliability, accuracy, price, customer service and support, ease of
use, distribution channels, technical features and compatibility with customers'
manufacturing processes. Certain of our competitors have greater resources,
manufacturing and marketing capabilities, technical staff and production
facilities than we. As a result, they may be able to adapt more quickly to new
or emerging technologies and changes in customer requirements, or to devote
greater resources to the promotion and sale of their products than we can.
Further, competition with respect to all our products could increase if new
companies enter the market or if existing competitors expand their product
lines. There can be no assurance that our competitors will not develop or
implement technology or other innovations more rapidly than we.
Proprietary Rights.
Proprietary rights relating to our products will be protected from
unauthorized use by third parties only to the extent that they are covered by
valid and enforceable patents or are maintained in confidence as trade secrets.
We have a number of U.S. patents and also own certain foreign patents in a
number of jurisdictions throughout the world. There can be no assurance that any
patents now or hereafter owned by us will afford protection against competitors.
Proceedings initiated by us to protect our proprietary rights could result in
substantial costs to us. There may also be pending or issued patents held by
parties not affiliated with us that relate to our products or technologies. In
the event that a claim relating to proprietary technology or information is
asserted against us, we may need to acquire licenses to, or contest the validity
of, any such competitor's proprietary technology. It is likely that significant
funds would be required to contest the validity of any such competitor's
proprietary technology. There can be no assurance that any license required
under any such competitor's proprietary technology would be made available on
acceptable terms or that we would prevail in any such contest. There can be no
assurance that the steps taken by us to protect our proprietary rights will be
adequate to prevent misappropriation of our technology or independent
development by others of similar technology. In addition, the laws of some
jurisdictions do not protect our proprietary rights to the same extent as the
laws of the U.S. There can be no assurance that these protections will be
adequate.
Government Regulations and Approvals.
The market for certain of our products, both in the U.S. and abroad, is
subject to or influenced by various domestic and foreign laws. We design,
develop and market our products, in part, to meet customer needs created by
existing and anticipated regulations, and any changes in these regulations may
adversely affect consumer demand for our products.
Potential Fluctuations in Quarterly Performance.
Many of our products are large systems that may require significant capital
expenditures. Consequently, the timing of sales of these systems could affect
our quarterly earnings. Further, our quarterly operating results may also vary
significantly depending on a number of other factors, including the size, timing
and shipment of individual orders, changes in pricing by us or our competitors,
discount levels, seasonality of revenue, foreign currency exchange rates, the
mix of products sold, the timing of the announcement, introduction and delivery
of new product enhancements by us and our competitors and general economic
conditions. Generally, we recognize product revenues upon shipment of our
products. Typically, we experience higher revenues in the second half of each
year due to seasonality experienced by our rheological and finished materials
quality control business primarily because customers tend to place their orders
earlier in the year so that they can have the systems installed either during
the holiday
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season in the third quarter or between Christmas and the New Year. Because
certain of our operating expenses are based on anticipated capacity levels and a
high percentage of our expenses are fixed for the short term, a small variation
in the timing of recognition of revenue can cause significant variations in
operating results from quarter to quarter. There can be no assurance that any of
these factors will not have a material adverse effect on our business or results
of operation.
Dependence on Key Personnel.
Our success depends to a significant extent upon a number of key employees,
including members of senior management. The loss of the services of one or more
of these key employees could have a material adverse effect on us. We have not
obtained and do not intend to obtain key-man life insurance policies for any key
employee. We believe that our future success will depend in part on our ability
to attract, motivate and retain highly skilled technical, managerial and
marketing personnel. Competition for such personnel is intense and there can be
no assurance that we will be successful in attracting, motivating and retaining
key personnel. The failure to hire and retain such personnel could materially
adversely affect our business and results of operations.
Shares Eligible for Sale After this Offering.
Our principal stockholder, Andlinger Capital XXVI LLC, is the beneficial
owner of 73.6% of our Common Stock. As long as Andlinger Capital is able to
elect a majority of our Board of Directors, it will have the ability to cause us
at any time to register for resale all or a portion of the Common Stock owned by
Andlinger Capital. The holders of a substantial amount of our Common Stock (or
warrants to acquire Common Stock) have demand or piggyback rights to register
for resale the Common Stock held by them.
Additional shares of Common Stock issuable upon exercise of options granted
under our stock-based compensation plans will become available for future sale
in the public market at prescribed times. We have adopted, and at the 2000
Annual Meeting of Stockholders our stockholders approved, the 2000 Stock Option
Plan, which provides for grants and options covering up to 1,000,000 shares of
Common Stock. We intend to file a registration statement in the future covering
these shares, and we may in the future adopt other stock option plans and/or
file other registration statements regarding our stock option plans. After any
of these registration statements are filed, Common Stock issued upon exercise of
stock options under our benefit plans will be eligible for resale in the public
market without restriction.
Sales of a significant number of shares of Common Stock in the public
market following this offering -- such as the shares owned by Andlinger Capital
or which may become available for sale under our stock based compensation plans
-- could adversely affect the market price of our Common Stock.
Immediate and Substantial Dilution.
Purchasers of our Common Stock offered hereby will incur an immediate and
substantial dilution in the net tangible book value per share of our Common
Stock from the current market price. Additional dilution is likely to occur upon
the exercise of outstanding stock options.
Potential Volatility of Stock Price.
Factors such as fluctuations in our operating results, announcements of
technological innovations or new contracts or products by us or our competitors,
government regulation and approvals, developments in patent or other proprietary
rights and market conditions for stocks of companies similar to us could have a
significant impact on the market price of our Common Stock. There can be no
assurance that the market price of our Common Stock will not decline below the
current market price.
Lack of Voting Control.
Our stockholders do not have the right to cumulate votes for the election
of directors. Andlinger Capital, which beneficially owns approximately 73.6% of
our voting stock, has the power to elect a majority of our Board of Directors
and to approve or disapprove any corporate actions submitted to a vote of our
stockholders.
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Lack of Dividends.
We anticipate that for the foreseeable future our earnings, if any, will be
retained for use in the business and that no cash dividends will be paid on our
Common Stock. Declaration of dividends on our Common Stock will depend upon,
among other things, our future earnings, operating and financial condition, our
capital requirements and upon general business conditions.
We may issue securities which may dilute your ownership interest
In the future, we may issue securities to raise cash for working capital
needs or for other purposes. This could dilute your ownership interest in us and
have an adverse impact on the price of our Common Stock. In addition, if we
issue securities convertible into our Common Stock, the conversion of these
securities may dilute your ownership interest and have an adverse impact on the
price of our Common Stock.
The interests of certain of our significant stockholders may conflict with our
interests and the interests of our other stockholders
As a result of its ownership of our Common Stock, Andlinger Capital will be
in a position to affect significantly our corporate actions such as mergers or
takeover attempts in a manner that could conflict with the interests of our
public stockholders.
Our Common Stock price is trading above historical levels
The market price of our Common Stock increased substantially over recent
historical levels contemporaneously with the Andlinger Capital investment in our
Company. There can be no assurance that our Common Stock will not return to
trading prices more closely approximating historical levels.
In the past, securities class action litigation has often been brought
against a company following substantial increases or decreases in the market
price of its securities. We may in the future be the target of similar
litigation. Securities litigation could result in substantial costs and divert
management's attention and resources, which could have a material adverse effect
on our business, operating results and financial condition.
Applicability of "penny stock" rules to broker-dealer sales of our Common Stock
Our Common Stock is not listed on The Nasdaq SmallCap Stock Market or on
any stock exchange. SEC regulations generally define a "penny stock" to be an
equity security that has a market price of less than $5.00 per share and is not
listed on The Nasdaq SmallCap Stock Market or a major stock exchange. The market
price of our Common Stock as of July 13, 2000 was $4.78, however, prior to the
Andlinger Capital investment in Rheometric Scientific, our Common Stock was
trading at prices substantially less than $4.50 per share and there can be no
assurance that the market price of our Common Stock will continue to be greater
than $4.50 per share. Broker-dealers recommending a penny stock must, among
other things, document the suitability of the investment for the specific
customer, obtain a written agreement of the customer to purchase the penny
stock, identify such broker-dealer's role, if any, as a market maker in the
particular stock, and provide information with respect to market prices of the
stock and the amount of compensation that the broker-dealer will earn in the
proposed transaction. These disclosure requirements could have the effect of
reducing the level of trading activity in the secondary market for our Common
Stock. If our Common Stock became subject to the penny stock rules, many
broker-dealers may be unwilling to engage in transactions in our securities
because of the added disclosure requirements, thereby making it more difficult
for purchasers of our Common Stock to dispose of their shares. The ownership of
penny stock is generally considered to subject the owner to greater risks than
the ownership of Common Stock as a whole due, among other things, to the smaller
trading volume in such stocks and to the substantial impact upon the stock's
overall value which results from small stock price variations.
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RHEOMETRIC SCIENTIFIC, INC.
We design, manufacture, market, sell, and service four types of materials
characterization instruments: rheometers, viscometers, thermal analyzers, and
process control monitors, along with the most advanced operational and analysis
software.
Our business spans three major materials evaluation technologies:
rheometry, viscometry, and thermal analysis.
Rheometry is the technology involved in making rheological measurements,
based on the science of rheology, the study of the deformation and flow of
materials. Viscometry is a sub-set of rheometry, devoted to measuring only the
viscosity of a fluid. Thermal analysis is the science that measures the effects
of thermal changes on materials.
We serve an international market of Fortune 500 and other leading domestic
and international corporations, independent research and academic institutions,
and government agencies from our headquarters in Piscataway, NJ, and through our
subsidiaries in the United Kingdom, Germany, France and Japan. We have an
installed base of over 2,300 instruments.
For more detailed information, you should refer to reports and information
incorporated by reference into this prospectus or the registration statement
that includes this prospectus. For information on how we can "incorporate by
reference" other filings we have made or will make with the SEC, and how we can
disclose important information to you in such manner, see "Where You Can Find
More Information -- Incorporation of Documents By Reference".
USE OF PROCEEDS
All shares of Common Stock sold pursuant to this prospectus will be sold by
some of our employees, directors and certain consultants and advisors, whom we
refer to as "selling stockholders," for their own accounts.
We will not receive any of the proceeds from the sale of shares of our
Common Stock by the selling stockholders. We will only receive proceeds if
selling stockholders exercise options underlying shares of our Common Stock
being offered with this Prospectus prior to the sale of those shares. If we
receive any proceeds from the exercise of options, it will be added to our
working capital. We have agreed to bear the expenses relating to the
registration of the shares, other than brokerage commissions and expenses, if
any, which will be paid by the selling stockholders.
SELLING STOCKHOLDERS
The selling stockholders may sell from time to time any of the shares of
Common Stock covered by this Prospectus. Therefore, we cannot estimate the
number of shares that may be offered for sale under this Prospectus at any given
time. Shares of Common Stock may be sold from time to time by the selling
stockholders or by pledgees, donees, transferees or other successors in
interest. The selling stockholders may also loan or pledge the shares registered
hereunder to broker-dealers and the broker-dealers may sell the shares so loaned
or upon a default may effect the sales of the pledged shares pursuant to this
Prospectus.
The table below sets forth the following information, assuming sale by the
selling stockholders of all shares of Common Stock distributed to them by the
1996 Stock Option Plan:
o the name of the selling stockholder and the nature of positions held by
the selling stockholder within the past three years with our company;
o the number of shares of Common Stock and options owned by the selling
stockholder as of the date of this prospectus;
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o the number of shares of Common Stock offered by this prospectus for the
account of that selling stockholder;
o the number of shares of Common Stock to be owned by the selling
stockholder if all shares covered by this prospectus held by such
stockholder are sold; and
o the percentage (if more than one percent) of our Common Stock to be
owned by the selling stockholder if all shares covered by this
prospectus held by such stockholder are sold, based on the number of
shares of our Common Stock outstanding as of May 1, 2000.
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Shares and After Completion of Offering
Name of Selling Position with the Rheometric Scientific Options Shares -----------------------------
Stockholder Owned Offered Shares Owned Percentage of
Class Owned
--------------------- --------------------------------------- ------------- ------------ ------------- ----------------
Joseph Musanti Vice President of Finance and CFO 46,500 46,500 - -
--------------------- --------------------------------------- ------------- ------------ ------------- ----------------
Ronald F. Garritano Vice President of Technology
and Engineering 75,735 72,000 3,735 *
--------------------- --------------------------------------- ------------- ------------ ------------- ----------------
Matthew Bilt Vice President of Human Resources
and Administration 30,000 24,400 600 *
--------------------- --------------------------------------- ------------- ------------ ------------- ----------------
Daniel W. Becker Vice President of Sales and Marketing 15,500 15,500 - -
--------------------- --------------------------------------- ------------- ------------ ------------- ----------------
David R. Smith Director 16,000 15,000 1,000 *
--------------------- --------------------------------------- ------------- ------------ ------------- ----------------
Richard J. Giacco Director 78,000 75,000 3,000 *
--------------------- --------------------------------------- ------------- ------------ ------------- ----------------
Robert R. Prud'homme Director 40,000 40,000 - -
--------------------- --------------------------------------- ------------- ------------ ------------- ----------------
Leonard Bognar Former Director 25,000 25,000 - -
--------------------- --------------------------------------- ------------- ------------ ------------- ----------------
Walter Bromm Former Director 25,000 25,000 - -
--------------------- --------------------------------------- ------------- ------------ ------------- ----------------
Alan R. Eschbach Former Director 25,000 25,000 - -
--------------------- --------------------------------------- ------------- ------------ ------------- ----------------
----------------------------
*Less than one percent.
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PLAN OF DISTRIBUTION
The Common Stock offered by this Prospectus may be sold from time to time
in one or more transactions through any of several methods, including in
transactions on the OTC Bulletin Board, in ordinary brokerage transactions or
block transactions, in negotiated transactions, through underwriters or a
combination of such methods of sale, at market prices prevailing at the time of
sale, at prices relating to such prevailing market prices or at negotiated
prices. The selling stockholders may effect such transactions by selling shares
through a broker or brokers or underwriters, who may act as principal or agent
or both agent and principal, and such brokers or underwriters may receive
compensation from the selling stockholders not to exceed that which is customary
for the particular transactions.
Any shares of Common Stock covered by this Prospectus that qualify for sale
pursuant to Rule 144 of the Securities Act may be sold under that rule rather
than pursuant to this prospectus. We cannot be sure that any of the selling
stockholders will sell any or all of the shares of Common Stock offered by them
under this prospectus.
WHERE YOU CAN FIND MORE INFORMATION --
INCORPORATION OF DOCUMENTS BY REFERENCE
Under the Securities Exchange Act of 1934, we are required to file annual,
quarterly and special reports, proxy statements and other information with the
SEC. You may read and copy any document we file at the SEC's public reference
room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information about the public reference room. The SEC
maintains a web site at http://www.sec.gov that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the SEC. We file electronically with the SEC.
We have filed a registration statement on Form S-8 with the SEC to register
the shares offered by this Prospectus. This Prospectus is part of the
registration statement but, as permitted by SEC rules, this Prospectus does not
contain all the information that you can find in the registration statement or
the exhibits to the registration statement.
The SEC allows us to "incorporate by reference" the information that we
file with the SEC. This means we can disclose important information to you by
referring you to those filed documents. The information incorporated by
reference is considered to be a part of this prospectus, except if it is
superseded by information in this prospectus or by later information that we
file with the SEC. Information that is filed with the SEC after the date of this
prospectus will automatically update and supersede the information contained or
incorporated by reference in this prospectus.
The documents listed below are incorporated by reference in this
prospectus. They contain important information about Rheometric Scientific and
its financial condition.
o Our Annual Report on Form 10-K/A for the year ended December 31, 1999.
o All other reports which we filed with the SEC after December 31, 1999
under Sections 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended.
o The description of our Common Stock contained in our registration
statement on Form 8-A (SEC File No. 000-14617), filed May 9, 1986, as
amended, and including any amendment or report filed for the purpose of
updating such description.
All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended, after the date of this
Prospectus and before the termination of the offering of the securities under
this Prospectus shall be deemed to be incorporated by reference in, and shall be
deemed to become a part of, this Prospectus, as of the date of filing with the
SEC. Any statement incorporated in this Prospectus shall be deemed to be
modified or superseded to the extent that a statement contained in a
subsequently filed document which is deemed to be incorporated by reference in
this Prospectus modifies or supersedes such statement. Any statement which has
been subsequently modified or superseded shall
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not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus or the registration statement of which it is a part.
You may request a copy of these filings, excluding all exhibits unless an
exhibit has been specifically incorporated by reference, at no cost, by writing
or telephoning us at:
Rheometric Scientific, Inc.
One Possumtown Road
Piscataway, NJ 08854
Phone: (732) 560-8550
Attention: Joseph Musanti
When you are deciding whether to purchase the shares being offered by this
Prospectus, you should rely only on the information incorporated by reference or
provided in this Prospectus or any supplement. We have not authorized anyone
else to provide you with different information. This Prospectus is not an offer
to sell shares of Common Stock in any state where such an offer is not
permitted.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This Prospectus includes forward-looking statements within the meaning of
Section 27A of the Securities Act, and Section 21E of the Securities Exchange
Act. We have based these forward-looking statements on our current expectations
and projections about future events. These forward-looking statements are
subject to known and unknown risks, uncertainties and assumptions about us that
may cause our actual results, levels of activity, performance, or achievements
to be materially different from any future results, levels of activity,
performance, or achievements expressed or implied by such forward-looking
statements. Factors that could contribute to these differences are discussed in
the "Risk Factors" section beginning on page 2 of this Prospectus, and elsewhere
in this Prospectus as well as our previously filings with the SEC.
In some cases, you can identify forward-looking statements by terminology
such as "may," "will," "should," "could," "would," "expect," "plan,"
"anticipate," "believe," "estimate," "continue," or the negative of such terms
or other similar expressions. All forward-looking statements attributable to us
or persons acting on our behalf are expressly qualified in their entirety by the
cautionary statements included in this Prospectus. We undertake no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise. In light of these risks,
uncertainties and assumptions, the forward-looking events discussed in this
Prospectus might not occur.
You should not unduly rely on forward-looking statements contained or
incorporated by reference in this Prospectus.
LEGAL MATTERS
The validity of the Common Stock offered by us hereby will be passed upon
by Dechert, New York, New York.
EXPERTS
Our consolidated financial statements incorporated by reference in this
Prospectus from our Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1999, have been audited by PricewaterhouseCoopers LLP with respect
to the years ended December 31, 1997 and December 31, 1998 and by Mahoney Cohen
& Company, CPA, P.C. with respect to the year ended December 31, 1999, as set
forth in their reports thereon included and incorporated by reference therein
and incorporated herein by reference. Such consolidated financial statements are
incorporated herein in reliance upon such reports and given on the authority of
such firms as experts in accounting and auditing.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
Item 3. Incorporation of Documents By Reference.
The following documents, which we have filed with the SEC, are incorporated
by reference into this registration statement:
(a) Our Annual Report on Form 10-K/A for the year ended December 31,
1999;
(b) All reports filed with the SEC pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended, since December 31, 1999; and
(c) The description of our Common Stock contained in our registration
statement on Form 8-A (SEC File No. 000-14617), filed on May 9, 1986, as
amended, and including any amendment or report filed for the purpose of updating
such description.
In addition, all documents that we subsequently file with the SEC pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
prior to the filing with the SEC of a post-effective amendment to this
registration statement that (1) indicates that all shares of Common Stock
registered on this registration statement have been sold or (2) effects the
deregistration of the balance of such shares then remaining unsold shall be
deemed to be incorporated in this registration statement by reference and to be
a part of this registration statement from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Currently, we are a New Jersey corporation. At our Annual Meeting of
Stockholders held on May 31, 2000, our stockholders approved a proposal to
become a Delaware corporation. Such proposal was set forth in our Proxy
Statement filed with the SEC on May 11, 2000 and distributed to our
stockholders. We expect to become a Delaware corporation during the third
quarter of 2000.
Section 14A:3-5 of the New Jersey Business Corporation Act provides that a
corporation may indemnify its directors and officers against expenses and
liabilities incurred in connection with any proceeding involving any such
director or officer by reason of he or she being or having been a corporate
agent, other than a proceeding by or in the right of the corporation as long as
the director or officer acted in good faith. In cases brought by or on behalf of
the corporation, the corporation can only indemnify the corporate agent if the
agent acted reasonably and was found not to have breached a duty to the
corporation or its stockholders. A corporation is required to indemnify a
corporate agent who is successful on the merits of any challenge.
Our Certificate of Incorporation, as amended, and Bylaws provide for
mandatory indemnification of directors and officers to the fullest extent
permitted by New Jersey law. We have obtained directors and officers liability
insurance.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of Rheometric
Scientific pursuant to the foregoing provisions, or otherwise, we have been
advised that in the opinion of the SEC 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 us of expenses incurred or paid by a director, officer or
controlling person of Rheometric Scientific in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the
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securities being registered, we will, unless in the opinion of our 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.
Assuming the reincorporation merger is consummated, under Section 145 of
the General Corporation Law of the State of Delaware, Rheometric Scientific,
will have broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act. Our Bylaws will provide for mandatory indemnification of its
directors and executive officers, and permissive indemnification of its
employees and agents, to the fullest extent permissible under Delaware law.
Our Certificate of Incorporation will provide that the liability of its
directors for monetary damages shall be eliminated to the fullest extent
permissible under Delaware law. Pursuant to Delaware law, this includes
elimination of liability for monetary damages for breach of the directors'
fiduciary duty of care to Rheometric Scientific and its stockholders. These
provisions do not eliminate the directors' duty of care and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under Delaware law. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to Rheometric Scientific, for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
any transaction from which the director derived an improper personal benefit,
and for payment of dividends or approval of stock repurchases or redemptions
that are unlawful under Delaware law. The provision also does not affect a
director's responsibilities under any other laws, such as the federal securities
laws or state or federal environmental laws.
Prior to the effective date of the Registration Statement, we entered into
agreements with our directors and certain of our executive officers that require
Rheometric Scientific to indemnify such persons against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred (including
expenses of a derivative action) in connection with any proceeding, whether
actual or threatened, to which any such person may be made a party by reason of
the fact that such person is or was a director or officer of Rheometric
Scientific or any of its affiliated enterprises, provided such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of Rheometric Scientific and, with respect to any
criminal proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The indemnification agreements also set forth certain procedures that
will apply in the event of a claim for indemnification thereunder.
We have obtained a policy of directors' and officers' liability insurance
that insures our directors and officers against the cost of defense, settlement
or payment of a judgment under certain circumstances.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
------ -----------
4.1 Certificate of Incorporation of the Registrant, as amended
(incorporated by reference to Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-Q for the period ended March 31,
1995 (File No. 000-14617)).
4.2 By-Laws of the Registrant, as amended (incorporated by
reference to Exhibit 3.2 to the Registrant's Annual Report on
Form 10-K for the period ended December 31, 1993 (File No.
000-14617)).
5 Opinion of Dechert
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<PAGE>
Exhibit
Number Description
------ -----------
23.1 Consent of Dechert (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Mahoney Cohen & Company, CPA, P.C.
24 Power of Attorney (included on signature page)
Item 9. Undertakings.
(a) We hereby undertake:
(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 end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% 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) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in
this 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) We hereby undertake 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 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 Securities Act
of
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1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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<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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Piscataway, State of New Jersey, on this 13th day of
July, 2000.
RHEOMETRIC SCIENTIFIC, INC.
By: /s/ Joseph Musanti
------------------------------------
Joseph Musanti
Vice President of Finance and
Chief Financial Officer
POWER OF ATTORNEY
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert M. Castello and Joseph Musanti and
each of them, individually, his attorneys-in-fact, with full power of
substitution and resubstitution, for him in any and all capacities, to sign any
or all amendments or post-effective amendments to this registration statement
and to file the same with the Securities and Exchange Commission, granting unto
each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each such
attorney-in-fact, or his agent or substitutes, may 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 dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
--------- ----- ----
/s/ Robert M. Castello
--------------------------------------- Chairman, Chief Executive Officer and Director July 13, 2000
Robert M. Castello (principal executive officer)
/s/ Joseph Musanti
--------------------------------------- Vice President of Finance and
Joseph Musanti Chief Financial Officer (principal financial July 13, 2000
and accounting officer)
/s/ Mark F. Callaghan
-------------------------------------- Director July 13, 2000
Mark F. Callaghan
/s/ David R. Smith
-------------------------------------- Director July 13, 2000
David R. Smith
/s/ Merrick G. Andlinger
-------------------------------------- Director July 13, 2000
Merrick G. Andlinger
/s/ Richard J. Giacco
-------------------------------------- Director July 13, 2000
Richard J. Giacco
/s/ Robert K. Prud'homme
-------------------------------------- Director July 13, 2000
Robert K. Prud'homme
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C>
Exhibit No. Document
----------- --------
4.1 Certificate of Incorporation of the Registrant, as amended
(incorporated by reference to Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-Q for the period ended March 31,
1995 (File No. 000-14617)).
4.2 By-Laws of the Registrant, as amended (incorporated by
reference to Exhibit 3.2 to the Registrant's Annual Report on
Form 10-K for the period ended December 31, 1993 (File No.
000-14617)).
5 Opinion of Dechert
23.1 Consent of Dechert (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Mahoney Cohen & Company, CPA, P.C.
24 Power of Attorney (included on signature page)
</TABLE>
