As filed with the Securities and Exchange Commission on April 6, 1998
Registration No. 333-39775
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
DCX, INC.
(Exact name of registrant as specified in its charter)
---------------------------
COLORADO 84-0868815
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
200 WEST FORSYTHE STREET, SUITE 803
JACKSONVILLE, FLORIDA 32202
(904) 346-1319
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
G. STEPHEN CARREKER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
DCX, INC.
200 WEST FORSYTHE STREET, SUITE 803
JACKSONVILLE, FLORIDA 32202
(904) 346-1319
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
---------------------------
Copy to:
Lester R. Woodward, Esq.
Davis, Graham & Stubbs LLP
Suite 4700
370 Seventeenth Street
Denver, Colorado 80202
(303) 892-9400
---------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
From time to time 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, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------------------
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>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any State.
SUBJECT TO COMPLETION, DATED APRIL 6, 1998
DCX, INC.
3,905,988 SHARES OF COMMON STOCK OFFERED BY THE SELLING STOCKHOLDERS
This Prospectus relates to 3,905,988 shares of the common stock, no par
value (the "Common Stock") of DCX, Inc., a Colorado corporation (the "Company")
(collectively the "Stockholder Securities") offered by the stockholders of the
Company named under "Selling Stockholders" (the "Selling Stockholders"). The
Stockholder Securities include 1,037,526 shares of Common Stock issuable upon
exercise of warrants issued by the Company (collectively the
"Warrant Shares").
The Selling Stockholder Securities are being offered by the former
shareholders of Plangraphics, Inc. ("Plangraphics"), a wholly-owned subsidiary
of the Company, certain consultants engaged by the Company in connection with
the transaction by which Plangraphics became a Company subsidiary, and by other
consultants and business affiliates of Plangraphics and the Company. Stockholder
Securities may be sold from time to time in transactions (which may include
block transactions) on the Nasdaq SmallCap Market, in negotiated transactions,
or by a combination of such methods of sale at fixed prices which may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. The holders of
Stockholder Securities may effect such transactions by selling Stockholder
Securities to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
holders of Stockholder Securities and/or the purchasers of Stockholder
Securities for whom such broker-dealers may act as agent or to whom they may
sell as principal or both (which compensation as to a particular broker-dealer
might be in excess of customary commissions).
The Warrant Shares are issuable under certain warrants issued by the
Company as compensation for services, or in connection with other business
transactions. These consist of: one warrant issued to Transition Partners
Limited to acquire up to 111,260 shares, exercisable in full at an exercise
price of $1.00 per share, exercisable until January 14, 2002, as compensation
for certain financial and management advisory services to the Company, and one
warrant issued to Transition Partners Limited to acquire up to 243,596 shares,
at an exercise price of $1.00 per share, exercisable upon and to the extent of
the issuance of additional shares of Common Stock by the Company pursuant to the
anti-dilution provisions of the consulting agreement between Transition Partners
Limited and the Company, exercisable until January 14, 2002; one warrant issued
to Copeland Consulting Group, Inc., a company owned by Gene R. Copeland, a
Managing Director of Transition Partners Limited, to purchase up to 111,260
shares, exercisable in full at an exercise price of $1.00 per share, exercisable
until January 14, 2002, as compensation for the financial and management
advisory services provided to the Company by Transition Partners Limited, and
one warrant issued to Copeland Consulting Group, Inc. to acquire up to 243,596
shares, at an exercise price of $1.00 per share, exercisable upon and to the
extent of the issuance of additional shares of Common Stock
<PAGE>
by the Company pursuant to the anti-dilution provisions of the consulting
agreement between Transition Partners Limited and the Company, exercisable until
January 14, 2002; warrants issued to Spencer Edwards, Inc. to purchase up to
120,000 shares, exercisable in full at an exercise price of $2.25 per share,
exercisable until June 30, 1999, as compensation for certain financial advisory
services; warrants issued to Coretech, Ltd. to acquire up to 36,281 shares,
exercisable in full at an exercise price of $1.875 per share, exercisable
through November 8, 1998, for services in connection with an equity offering by
the Company; warrants issued to SKB Corporation to purchase up to 74,033 shares,
exercisable in full at an exercise price of $1.3929 per share, exercisable
through October 10, 1998, in connection with certain business transactions
between the Company and SKB Corporation; and warrants issued to Gerald Alexander
to purchase up to 97,500 shares, exercisable in full at an exercise price of
$1.875 per share, exercisable through August 1, 2000, for services in connection
with an equity offering by the Company.
This offering will terminate on a date determined pursuant to an
agreement between the Company and each Selling Stockholder. See "Selling
Stockholders" and "Sale of Shares."
None of the proceeds from the sale of the Stockholder Securities by the
Selling Stockholders will be received by the Company. The Company has generally
agreed to bear all expenses (other than underwriting discounts and selling
commissions and fees and expenses of counsel or other out-of-pocket expenses
incurred by the Selling Stockholders) in connection with the registration and
sale of the Stockholder Securities. The Company has agreed to indemnify certain
Selling Stockholders against specified liabilities, including liabilities under
the Securities Act of 1933, as amended (the "Act"). See "Selling Stockholders"
and "Sale of Shares."
The Common Stock is traded on the Nasdaq SmallCap Market under the symbol
"DCXI."
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Proceeds to Selling
Price to Public Commissions Stockholders
- --------------------------------------------------------------------------------------------
Proceeds to Selling
Stockholder Securities............. Stockholders
- ---------------------- ------------
<S> <C> <C> <C>
Per Share.......................... /(1)/ N/A /(1)/
Total.............................. /(1)/ N/A /(1)/
</TABLE>
/(1)/ Amounts cannot be determined, since price to the public may be the market
price prevailing at the time of sale, a price related to such market price
or a negotiated price. The closing price of the Company's Common Stock on
the Nasdaq SmallCap Market on April 2, 1998 was $2.937 per share.
The date of this Prospectus is April , 1998.
--
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<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational 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 concerning the Company can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 as well as of the
following Regional Offices; Northwestern Atrium Center, Citicorp Center,
Chicago, Illinois 60661; and 7 World Trade Center, Suite 1300, New York, New
York 10048. Copies of any such material can be obtained from the Public
Reference Section of the Commission, Washington, D.C. 20549 at prescribed rates.
The Commission also maintains a website at http:\\www.sec.gov that contains
reports, proxy and information statements and other information.
---------------------------
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by DCX, Inc. with the Commission are
incorporated by reference in this Prospectus:
(1) Annual Report on Form 10-KSB for the year ended September 30, 1997;
(2) Current Report on Form 8-K, dated October 8, 1997;
(3) Current Report on Form 8-K, dated October 14, 1997;
(4) Current Report on Form 8-K, dated November 3, 1997;
(5) Current Report on Form 8-K/A, dated September 22, 1997;
(6) Current Report on Form 8-K/A, dated October 8, 1997;
(7) Annual Report on Form 10-KSB/A for the year-ended September 30, 1996;
(8) Quarterly Report on Form 10-QSB for the quarter ended December 31,
1997;
(9) Quarterly Report on Form 10-QSB/A for the quarter ended December 31,
1997; and
(10) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed March 3,
1986 (File No. 0-14273).
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 THIS
OFFERING SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND
TO BE A PART HEREOF FROM THE DATE OF FILING OF
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<PAGE>
SUCH DOCUMENTS. ANY STATEMENT CONTAINED IN A DOCUMENT INCORPORATED OR DEEMED TO
BE INCORPORATED BY REFERENCE 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 ALSO IS OR IS DEEMED TO BE
INCORPORATED BY REFERENCE HEREIN MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY
STATEMENT SO MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED
OR SUPERSEDED, TO CONSTITUTE A PART OF THIS PROSPECTUS.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the oral or written request of such
person, a copy of any document incorporated in this Prospectus by reference,
except exhibits to such information unless such exhibits are also expressly
incorporated by reference herein. Requests for such information should be
directed to DCX, Inc., 200 West Forsythe Street, Suite 803, Jacksonville,
Florida 32202, Attention: Corporate Secretary, telephone (904) 346-1319.
<TABLE>
<CAPTION>
THE OFFERING
<S> <C>
Common Stock Offered by the
Selling Stockholders................. The Selling Stockholders, who are identified
under "Selling Stockholders," are offering
3,905,988 shares of Common Stock, issued by the
Company in or in connection with its acquisition
of Plangraphics, Inc., or in connection with other
business transactions by Plangraphics or the
Company.
Securities Outstanding............... As of April 3, 1998, 10,750,592 shares of
Common Stock, and authorized or outstanding
warrants and options to purchase approximately
5,719,016 shares of Common Stock.
</TABLE>
-5-
<PAGE>
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus includes and incorporates by reference statements that
are not purely historical and are "forward-looking statements" within the
meaning of Section 27A of the Act and Section 21E of the Exchange Act, including
statements regarding the Company's expectations, hopes, beliefs, intentions or
strategies regarding the future. All statements other than statements of
historical fact included in or incorporated by reference in this Prospectus,
including without limitation, expected growth of the domestic and global
geographic information systems markets, beliefs regarding the strength of the
Company's market position with respect to new or contemplated business
strategies and activities, expectations regarding availability and marketability
of new digital imaging products and proceeds, anticipated growth in the
Company's revenue and profitability, cash operating costs and certain
significant expenses, and potential acquisitions of, or strategic partnering
with, other geographic information system providers, are forward-looking
statements. Factors that could cause actual results to differ materially
include, among others, the entry of new companies into the geographic
information system business, unanticipated competition from new strategic
alliances in the industry, increased price competition from software
manufacturers and their affiliated vendors, user shifts toward more
standardized, off the shelf products and a decreased reliance on custom design
software services, shifts in governmental policy on the availability of
government- owned data and data procurement platforms to commercial and other
public sector users, difficulties in hiring and retaining sufficient numbers of
professional and other skilled personnel, force majeure events, accidents, and
general domestic and international economic and political conditions and other
factors described in this Prospectus and in the Company's annual reports on Form
10-KSB, quarterly reports on Form 10-QSB and current reports on Form 8-K filed
with the Securities and Exchange Commission. Many of such factors are beyond the
Company's ability to control or predict. All forward-looking statements included
or incorporated by reference in this Prospectus are based on information
available to the Company on the date hereof, and the Company assumes no
obligation to update such forward-looking statements. Although the Company
believes that the assumptions and expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct or that the Company will take any actions that may
presently be planned. Certain important factors that could cause actual results
to differ materially from the Company's expectations are disclosed under the
"Risk Factors" section of this Prospectus. All subsequent written or oral
forward-looking statements attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by such factors.
-6-
<PAGE>
RISK FACTORS
The securities offered hereby involve a high degree of risk, including,
but not limited to, the risk factors described below. Each prospective investor
should carefully consider the following risk factors inherent in and affecting
the business of the Company before making an investment decision. Investment
risks inherent in the geographic information systems industry are discussed
below as risks associated with an investment in the Company by virtue of its
ownership of Plangraphics, and because the geographic information systems
business is the principal business focus of both Plangraphics and the Company.
References in "Risk Factors" to the Company refer both to the Company and to
Plangraphics, unless the context requires otherwise.
ACCUMULATED DEFICIT; OPERATING EXPENSES; CONTINUATION AS A GOING
CONCERN. As reflected in the financial statements set forth in the Company's
Quarterly Report on 10-QSB/A for the quarter ended December 31, 1997 and the
financial statements accompanying its Annual Report on Form 10-KSB for the year
ended September 30, 1997, the Company as of December 31, 1997 had a working
capital deficit of approximately $957,000, and has incurred net losses from
operations of $953,065 and $679,477 for the years ended September 30, 1997 and
1996, respectively, and $736,880 for the quarter ended December 31, 1997. The
Company also incurred net losses from discontinued operations of $1,598,313 and
$374,177 for the years ended September 30, 1997 and 1996, respectively, and
$109,959 for the quarter ended December 31, 1997. As a result, the Company
stated in its report on the financial statements for the fiscal year ended
September 30, 1997, that these conditions raise substantial doubt about the
Company's ability to continue as a going concern. The opinion of the Company's
auditors delivered in connection with the Company's financial statements for
fiscal 1997 also contains an explanatory paragraph relative to the going concern
uncertainty. In addition to concerted efforts to control operating costs,
management of the Company plans to actively pursue additional funding in both
the debt and equity markets in order to meet working capital requirements and to
provide for possible additional acquisitions. On January 15, 1998, the Company
announced that it had retained Ladenburg Thalmann & Co. Inc., an investment
banking firm based in New York, New York. The Company is pursuing with this firm
the establishment of a working line of credit. The Company is also negotiating
the timing and payment of certain payables, including a debt balloon payment due
in the Company's third quarter, in order to improve its working capital
position. There can be no assurance, however, that the Company will be able to
obtain additional capital, or that the Company's profits, if any, will be
sufficient to cover the operating expense and capital requirements of the
Company. The Company estimates that, as of the date of this Prospectus and
assuming no reduction in operating expenses, additional working capital of
approximately $2,000,000 would be required to remove the present going concern
contingency.
NASDAQ CONTINUED LISTING QUALIFICATIONS; POSSIBILITY OF DE-LISTING. On
February 22, 1998, the NASDAQ rules approved by the Securities and Exchange
Commission on August 22, 1997, including higher standards for continued listing
on NASDAQ, became applicable to the Company. The Company does not presently meet
all of these higher listing standards and has received written notification from
NASDAQ that the Company's Common Stock is scheduled to be delisted. In
particular, the Company's net tangible asset value as of December 31, 1997,
calculated
-7-
<PAGE>
in accordance with NASDAQ rules, was approximately $361,000, approximately
$1,639,000 below the minimum of $2 million in net tangible asset value required
for continued listing on NASDAQ. NASDAQ has provided the Company the opportunity
to submit a written proposed compliance plan, outlining the Company's present
and future efforts to achieve and maintain compliance. NASDAQ has informed the
Company that no formal delisting action will be taken until NASDAQ has made a
determination concerning the Company's written submission. If the Company's
written submission is rejected, the Company may then request a formal NASDAQ
hearing which, if unfavorable to the Company, would result in the actual
delisting of the Company's Common Stock. While the Company's Common Stock would
likely continue trading following delisting in over the counter transactions,
delisting from NASDAQ could cause a significant drop in the trading price of the
Common Stock and significantly limit both the ability of Company stockholders to
sell their shares and the ability of the Company to raise equity capital in
private or public transactions.
LIQUIDITY, CAPITAL REQUIREMENTS; NEED FOR ADDITIONAL FINANCING. The
Company has combined capital obligations under leases and debt instruments of
approximately $70,000 per month. While the Company believes that it has
sufficient cash reserves to meet its obligations in the near term, there can be
no assurance that the Company will be able to meet growing working capital needs
in the future. Any inability to obtain needed capital could have a material
adverse effect on the Company and its presently contemplated strategic growth
strategies. Additional equity financing may involve substantial dilution to the
interests of the Company's then-existing shareholders.
REAL PROPERTY; MORTGAGE OBLIGATIONS. The Company remains obligated on a
twelve-month real property mortgage covering its former aircraft component
assembly manufacturing facility and site, which it has leased to a third party
until September 30, 1998, subject to extension for up to twenty-four months, for
a monthly rental which exceeds the Company's monthly mortgage and related
expense associated with the property. The lessee also holds an option to
purchase the property. In the event the lessee does not exercise its option, the
Company will remain obligated on the mortgage until such time as it can find a
buyer for the property or the note on the property is repaid. In addition, the
Company remains responsible under the lease for certain structural and
mechanical repair obligations with respect to the facility. The mortgage is
secured by a lien on the real property and by an assignment of the lease to the
Company's lender. Any default by the lessee on its lease obligations, and the
inability of the Company to secure another tenant or sell the property in a
timely manner at an acceptable price, could have a material adverse effect on
the Company. Additionally, Plangraphics is committed to a long-term capital
lease on its main office facility, requiring annual lease payments of
approximately $320,000. While the Company believes its cash reserves are
sufficient to satisfy these lease obligations in the near term, any inability of
the Company to remain current on its lease payments may result in the loss of
this office facility, which could have a material adverse effect on the Company.
OUTSTANDING INDEBTEDNESS; PAST DUE INDEBTEDNESS. In order to satisfy
capital requirements and finance the Company's operations, the Company has
incurred a certain amount of indebtedness. As of the date of this Prospectus,
the Company holds approximately $300,000 in trade payables which are outstanding
beyond their stated term. The Company has received no
-8-
<PAGE>
notification of default or action to collect on any of these payables, and the
Company anticipates servicing these payables with the proceeds of additional
equity or debt financing which it is currently pursuing. While the Company
believes that it will be able to successfully obtain sufficient working capital
to meet its obligations in the near term, it cannot be assured of attaining
consistent positive net income and is subject to the risk that its cash flow may
be inadequate to make required payments on its indebtedness and capital
expenses. A portion of the value of the Company's assets has been pledged as
collateral to secure Company debt. There can be no assurance that the Company
will continue to be able to make required payments on its indebtedness and
leases in the future.
DEPENDENCE ON PRINCIPAL CLIENT. The consulting business is inherently
subject to the aggregation of a substantial amount of business around one client
or a small number of significant clients. For the last three years, a
significant portion of Plangraphics' revenue has been derived from one client.
For the years ended September 30, 1997 and September 30, 1996, approximately 25%
and 35%, respectively, of Plangraphics' recognized revenues were derived from
its largest contract. While the Company anticipates that the proportionate
amount of its total revenue allocable to this client will decrease in subsequent
fiscal years, the sudden loss of this investor-owned utility client could have a
material adverse effect on the Company.
DEPENDENCE ON GOVERNMENT CONTRACTS. The Company is significantly
dependent upon local, state and foreign government contracts for the provision
of its services. In each of fiscal years 1997 and 1996, government contracts
represented approximately 30% of the Company's gross revenue. Government
contracts are entirely dependent upon the applicable budgeting process and
procurement decisions of the various government agencies and entities. There can
be no assurance that government contracting revenues will remain stable.
COMPETITION. The market for geographic information system advisory and
implementation services is highly competitive. The Company competes with a
number of companies engaged in offering similar services. These include in-house
services offered by engineering firms, and consulting services offered by
software and hardware developers and their affiliates below cost, who can then
recover these losses in follow-on hardware and software sales and support
services. Many of these firms, developers and manufacturers, individually or
with their affiliates, possess substantially greater financial, marketing,
personnel and other resources than the Company. In addition, several of the
Company's competitors who are not themselves hardware or software manufacturers
have established strategic relationships with manufacturers, permitting them to
compete effectively with the Company on the basis of price as to certain
products. Because of their greater resources, some of the Company's competitors
may be able to respond more quickly to new or emerging technologies and changes
in client requirements. Further, as the market for geographic information
systems and related services grows, software and hardware designers and
manufacturers will be incentivized to sell products with increased
standardization and interoperability. Any price- driven trend toward these more
limited but standardized systems could reduce demand for the more sophisticated
and customized, but more costly, services provided by the Company. While the
Company believes that it competes effectively on the basis of breadth and depth
of expertise,
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<PAGE>
independence, and response sensitivity and timeliness, there can be no assurance
that the Company will be able to compete successfully in the future.
INTERNATIONAL SALES AND SERVICES. The Company derives a portion of its
revenue from international projects, and the Company anticipates that this will
continue into the foreseeable future. Inherent in all international operations
are risks of unanticipated changes in host country regulation, shifts in
currency exchange rates, differences in personnel communication and management
protocols, unexpected changes in the international economic and political
environments, shifts in international markets, and difficulties in protecting
proprietary products. There can be no assurance that the Company will be able,
due to these or other reasons, to increase or sustain its current levels of
revenue from international operations, or that such operations will be or remain
profitable. Changes in international business conditions could have an adverse
effect on the Company's business and results of operations.
PROPRIETARY TECHNOLOGY; INTELLECTUAL PROPERTY RIGHTS. The Company
regards as proprietary certain of its developed software applications, and
attempts to protect these with a combination of copyright, trademark and trade
secret laws, employee and third party non-disclosure agreements, and other
methods of protection. As in any attempt to protect proprietary matters, despite
precautions it may be possible for unauthorized third parties to copy certain
portions of the Company's products or reverse engineer or obtain and use
information the Company regards as proprietary. There can be no assurance that
the Company's intellectual property rights can be successfully asserted in the
future or will not be invalidated, circumvented or challenged. In addition, the
laws of some foreign countries do not protect proprietary rights to the same
extent as do the laws of the Unites States. Any misappropriation of the
Company's intellectual property could have an adverse effect on the Company's
business and results of operations. Furthermore, regardless of the degree of
caution exercised by the Company, there can be no assurance that third parties
will not assert infringement claims against the Company in the future with
respect to current or future products. Any such assertion could require the
Company to enter into royalty arrangements or engage in costly litigation.
NEW PRODUCTS AND TECHNOLOGICAL CHANGE. The geographic information
systems industry is characterized by extremely rapid technological change,
evolving industry standards and client expectations, and frequent new product
introductions. These conditions will require continuous expenditures by the
Company on product research, testing and training to sustain the Company's level
of expertise in and reputation for broad based and objective advisory services.
There can be no assurance that the Company will successfully manage the pace of
technological change and new product introduction, or sustain the level of
training and/or additional hiring required to maintain full product fluency in
the marketplace.
BUSINESS PARTNERS. The Company maintains strategic relationships with
substantially all of the major software manufacturers in the geographic
information systems industry. Several of these manufacturers offer similar
services to those of the Company, and may have interests adverse to those of the
Company in bidding for a particular project. There can be no assurance that
these business relationships will be maintained, or that strategic alliances or
business combinations
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<PAGE>
between or among the Company's competitors will not cause realignments among
developers, manufacturers and vendors which are materially injurious to the
Company.
LITIGATION. The Company has established a litigation reserve of
$521,000 in relation to a contract dispute which arose in 1988 under a federal
government contract for the manufacture by the Company of certain aircraft
wiring harness assemblies. While the Company believes that this dispute may
settle and that any settlement amount will not exceed its established reserve,
there can be no assurance that the settlement will occur, will be on terms
favorable to the Company, or that the amounts reserved will be adequate to
satisfy any Company liability under this contract. An unfavorable outcome of
this litigation could have an adverse effect on the Company.
DEPENDENCE UPON KEY AND ADDITIONAL PERSONNEL. The success of the Company
may be significantly dependent upon the efforts of certain key personnel of the
Company, including G. Stephen Carreker, its Chief Executive Officer and
Chairman, John C. Antenucci, its President and founder of Plangraphics, Robin
Vail, its Chief Financial Officer, Frederick G. Beisser, its Vice President -
Finance and Administration, J. Gary Reed, Plangraphics' Chief Operating Officer,
and other officers. Although the Company has entered into employment agreements
with Messrs. Carreker, Antenucci, Beisser and Reed, and certain other officers,
managers and key technical personnel, the loss of the services of any of these
officers or certain other key employees could have a material adverse effect on
the Company. Plangraphics maintains keyman life insurance policies with respect
to Messrs. John C. Antenucci. The success of the Company is also dependent upon
its ability to retain existing personnel and to hire and train additional
qualified personnel, including competent engineers and technicians. There can be
no assurance that the Company will be able, for financial reasons or otherwise,
to retain or hire such personnel.
SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS. Of the 10,750,592
shares of Common Stock outstanding as of April 3, 1998, in addition to the
Stockholder Securities offered hereby, approximately 905,001 shares are
"restricted securities," as that term is defined under Rule 144 promulgated
under the Securities Act of 1933, as amended (the "Act"). As of the date of this
Prospectus, 779,501 of such shares are eligible for sale under Rule 144 under
the Act. The Company has also registered for sale to the public approximately
2,169,321 shares of Common Stock, outstanding or issuable upon the exercise of
certain options, issued to consultants, directors or officers, as well as the
shares issuable upon the exercise of options granted under the Company's 1991
Stock Option Plan and 1995 Stock Incentive Plan. In addition, the Company
anticipates registering in the near term the issuance of up to 4,000,000 shares
of Common Stock issuable pursuant to its recently adopted Equity Incentive Plan,
of which approximately 1,801,550 shares of Common Stock are subject to
outstanding stock options. Sales of a substantial number of shares of Common
Stock in the public market following this offering, or the perception that such
sales could occur or the issuance of shares of Common Stock upon exercise of the
Company's outstanding options and warrants or upon the conversion of the
Preferred Stock could adversely affect the market price of the Common Stock.
AUTHORIZED OR OUTSTANDING OPTIONS AND WARRANTS. As of April 3, 1998, there
were outstanding stock options to purchase approximately 4,626,490 shares of
Common Stock at exercise
-11-
<PAGE>
prices ranging from $.58 to $4.25 per share and authorized or outstanding
warrants to purchase approximately 1,092,526 shares of Common Stock at exercise
prices of $1.00 to $2.25 per share. To the extent that the outstanding stock
options and warrants are exercised, dilution to the interest of the Company's
stockholders will occur. Moreover, the terms upon which the Company will be able
to obtain additional equity capital may be adversely affected since the holders
of the outstanding options and warrants can be expected to exercise them at a
time when the Company would, in all likelihood, be able to obtain any needed
capital on terms more favorable to the Company than those provided in the
outstanding options and warrants.
VOLATILITY OF PRICE OF COMMON STOCK. The market price of the Company's
Common Stock has been, and may in the future be, highly volatile. Factors such
as the Company's operating results and announcements of technological
innovations or new products or contracts by the Company or its competitors, as
well as changes in the geographic information systems industry, could have a
significant impact on the market price of the Company's Common Stock. Further,
in recent years, the securities markets have experienced a high level of price
and volume volatility and the market prices of securities for many companies
have experienced wide fluctuations which have not necessarily been related to
the operating performance of such companies.
THE COMPANY
The Company was organized under the laws of the State of Colorado on
December 8, 1981. During the past three years the Company has been engaged in
the business of the custom design and manufacture of aircraft electronic
interconnect assemblies, principally under contracts for Department of Defense
acquisition programs or for military aircraft maintenance support. The Company's
principal business as of the date of this Prospectus, through its wholly-owned
subsidiary, Plangraphics, Inc., is the development and sale of geographic
information products for local, state and foreign governments, gas, electric and
telephone utilities, and other commercial entities. Plangraphics, Inc. is a
Maryland corporation and was incorporated in 1979.
DCX, Inc. is located at 200 West Forsythe Street, Suite 803, Jacksonville,
Florida 32202 and its telephone number is 904-346-1319.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale by the
Selling Stockholders of the Common Stock offered hereby.
SELLING STOCKHOLDERS
The following table shows the names of the Selling Stockholders and the
number of Stockholder Securities owned beneficially by each of them, or their
nominees, as of April 3, 1998, and the number of Stockholder Securities which
may be offered pursuant to this Prospectus. This information is based on Company
records, or information provided by the Selling Stockholders or their
representatives. Except as set forth in footnote below, shares beneficially
owned by Selling
-12-
<PAGE>
Stockholders after this offering consist entirely of shares obtainable upon
exercise of options or the vesting of performance shares under various employee
benefit plans of Company, and may or may not be obtainable by the applicable
Selling Stockholder within 60 days following the date of this Prospectus.
Specific terms of such options and performance shares are set forth in footnote
below as to officers of the Company or Plangraphics. Because the Selling
Stockholders may offer all, some or none of the Stockholder Securities which
they hold, the number of Stockholder Securities or the percentage of the
Company's outstanding Common Stock that will be held by the Selling Stockholders
upon termination of such offering is entirely speculative. See "Sale of
Securities."
<TABLE>
<CAPTION>
Total of Shares Shares Offered for
Beneficially Owned Stockholder's Total Of Shares Beneficially
Selling Stockholders Prior to Offering Account Owned After Offering
- ------------------------------------- --------------------- ---------------------- -------------------- ------------
Shares Shares Number Percentage
--------------------- ---------------------- ------------ ----------------
<S> <C> <C> <C> <C>
John C. Antenucci/1/ 1,913,880 1,186,475 727,405 6.8%
Hugh N. Archer 18,357 18,357 /*/ /*/
Black & Veatch Holding Company/2/ 608,713 608,713 /*/ /*/
Scott E. Boocher 93,193 93,193 /*/ /*/
William G. Brooner 10,415 10,415 /*/ /*/
Kaye N. Brothers 1,751 1,139 612 /*/
Vickie C. Bunker 3,758 3,758 /*/ /*/
James R. Cannistra 25,114 18,627 6,487 /*/
Charles A. Cmeyla 38,893 33,875 5,018 /*/
Dwight Coppock 46,909 46,909 /*/ /*/
Peter L. Croswell 124,450 71,984 52,466 /*/
Stu Davis 12,238 12,238 /*/ /*/
Patricia A. Edelen 2,754 2,142 612 /*/
Robert W. Finkle 53,396 1,848 51,548 /*/
Maurice E. Foley 32,749 32,749 /*/ /*/
Rich Goodden 5,789 771 5,018 /*/
Al Hanks 12,238 12,238 /*/ /*/
Marina Havan-Orumieh 28,219 771 27,448 /*/
Edward T. Hedges 6,878 6,878 /*/ /*/
Charles D. Howard 67,970 67,970 /*/ /*/
Michael J. Kevany/3/ 259,287 96,191 163,096 1.53%
Dave Koehler 392 392 /*/ /*/
Rosanne Kruzich 4,284 4,284 /*/ /*/
Dennis M. Kunkle 84,920 83,696 1,224 /*/
Jeffrey M. Laird 3,060 3,060 /*/ /*/
Thomas Lenzen 1,530 1,530 /*/ /*/
Minna Li 45,746 4,198 41,548 /*/
Anna L. Metcalf 51,487 1,836 49,651 /*/
Margaret T. Norman 612 612 /*/ /*/
Quarterdeck Investment Partners, Inc./4/ 157,870 157,870 /*/ /*/
Cindy Popolillo 27,987 1,273 26,714 /*/
Amy J. Purves 14,295 8,053 6,242 /*/
Joyce Rector/5/ 178,446 73,428 105,018 /*/
</TABLE>
-13-
<PAGE>
<TABLE>
<CAPTION>
Total of Shares Shares Offered for
Beneficially Owned Stockholder's Total Of Shares Beneficially
Selling Stockholders Prior to Offering Account Owned After Offering
- ------------------------------------- --------------------- ---------------------- -------------------- ------------
Shares Shares Number Percentage
--------------------- ---------------------- ------------ ----------------
<S> <C> <C> <C> <C>
J. Gary Reed/6/ 483,911 943 482,968 4.5%
Paul Reisner 392 392 /*/ /*/
David A. Riddle 612 612 /*/ /*/
Leann S. Rodgers 7,245 6,633 612 /*/
Ralph Silver 6,119 6,119 /*/ /*/
Soberekon K. Simon-Ogan 4,284 4,284 /*/ /*/
J. Woodson Smith 31,548 918 30,630 /*/
Ann F. Wingrove 15,298 15,298 /*/ /*/
First Capital Partners/7/ 100,000 100,000 /*/ /*/
W. Terrance Schreier8 387,751 387,751 /*/ /*/
Copeland Consulting Group, Inc./8/ 387,751 387,751 /*/ /*/
Spencer Edwards, Inc./9/ 120,000 120,000 /*/ /*/
Coretech, Ltd./10/ 36,281 36,281 /*/ /*/
SKB Corporation/11/ 74,033 74,033 /*/ /*/
Gerald Alexander/12/ 97,500 97,500 /*/ /*/
</TABLE>
/*/ Reflects less than one percent (1%) of the 10,750,592 outstanding shares of
Common Stock as of April 3, 1998.
/1/ President of Plangraphics, Inc., and President and Vice Chairman of the
Board of Directors of the Company. Includes options for 417,395 shares at
$1.75 per share exercisable within 60 days following the date of this
Prospectus, and up to 310,010 performance shares which vest more than 60
days of the date of this Prospectus.
/2/ Black & Veatch Holding Company is a strategic partner of Plangraphics,
Inc., and until September 22, 1997, owned 18% of the outstanding capital
stock of Plangraphics, Inc.
/3/ Senior Vice President of Plangraphics, Inc. Includes options for 50,000
shares at $1.75 per share exercisable within 60 days of the date of this
Prospectus, and options for 3,060 shares at $.58 per share, 10,036 shares
at $1.00 per share and 100,000 shares at $1.75 per share exercisable more
than 60 days of the date of this Prospectus.
/4/ Quarterdeck Investment Partners, Inc. has provided investor communications
and development services for Plangraphics, Inc.
/5/ Senior Vice President for Human Relations and Resources of
Plangraphics, Inc. Includes options for 40,000 shares at $1.75 per share
exercisable within 60 days following the date of this Prospectus, and
options for up to 60,000 shares at $1.75 per share and options for 5,018
shares at $1.00 per share not exercisable within 60 days of the date of
this Prospectus.
/6/ Chief Operating Officer of Plangraphics, Inc. and a Director of the
Company. Includes options for 277,111 shares at $1.75 per share exercisable
within 60 days following the date of this Prospectus, and options for 5,018
shares at $1.00 per share and up to 200,839 performance shares, all of
which vest more than 60 days of the date of this Prospectus.
/7/ First Capital Partners has been a financial advisor to DCX, Inc.
/8/ Total Shares figures include shares registered hereunder obtainable
upon the exercise of warrants issued to Transition Partners Limited ("TPL")
as to W. Terrance Schreier, and to Copeland Consulting Group, Inc.
("CCGI"), respectively, including 243,596 shares granted in satisfaction of
certain antidilution rights to each of TPL and CCGI of which approximately
159,694 shares for each of TPL and CCGI, respectively, are exercisable
within 60 days of the date of this Prospectus. TPL, of which W. Terrance
Schreier is the principal, was retained by the Company on January 15, 1997
to provide management and financial advisory services to the Company, and
assisted the Company in its acquisition of Plangraphics, Inc. Gene R.
Copeland, a Managing Director of TPL, is the principal of CCGI.
/9/ Spencer Edwards, Inc. has provided capital formation advisory services for
DCX, Inc.
/10/ Coretech, Ltd. is an affiliate of an entity which served as placement agent
for an equity offering by DCX, Inc. pursuant to Regulation S under the Act.
/11/ SKB Corporation is a previous supplier to DCX, Inc.
/12/ Gerald Alexander is a principal of an entity which served as placement
agent for an equity offering by DCX, Inc. pursuant to Regulation S under
the Act.
-14-
<PAGE>
SALE OF SHARES
The sale of shares by the Selling Stockholders may be effected from
time to time in transactions (which may include block transactions) on the
Nasdaq SmallCap Market, in negotiated transactions, or a combination of such
methods of sale at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, or at negotiated prices. The Selling Stockholders may effect such
transactions by selling Stockholder Securities to or through broker-dealers, and
such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders and/or the purchasers
of Stockholder Securities for whom such broker-dealers may act as agent or to
whom they sell as principal or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). The Selling
Stockholders and any broker-dealers that act in connection with the sale of the
Stockholder Securities hereunder might be deemed to be "underwriters" within the
meaning of Section 2(11) of the Act and any commissions received by them and any
profit on the resale of Stockholder Securities as principals might be deemed to
be underwriting discounts and commissions under the Act. The Company has agreed
to indemnify certain of the Selling Stockholders against certain liabilities,
including liabilities under the Act.
Pursuant to its agreement with certain of the Selling Stockholders, the
Company is obligated to maintain the effectiveness of the Registration Statement
of which this Prospectus forms a part (the "Registration Statement"). Pursuant
to this agreement, the Offering contemplated hereby will terminate with respect
to the Stockholder Securities upon the earlier of (i) the date all of the
Stockholder Securities are sold by the Selling Stockholders; or (ii) five years
from the effective date of the Registration Statement of which this Prospectus
forms a part.
To the extent required by applicable law, this Prospectus will be
supplemented to summarize the terms of any sales through dealers, together with
any discounts, commissions or concessions allowed to such dealers in connection
therewith. No sale or distributions other than as described herein may be
effected until after this Prospectus shall have been appropriately amended or
supplemented.
LEGAL MATTERS
The legality of the Stockholder Securities was passed upon for the
Company by Davis, Graham & Stubbs LLP, Denver, Colorado.
EXPERTS
The consolidated financial statements incorporated by reference in this
Prospectus have been audited by BDO Seidman, LLP, independent certified public
accountants, to the extent and for the periods set forth in their report
incorporated herein by reference (which contains an explanatory paragraph
regarding the Company's ability to continue as a going concern) and are
incorporated herein in reliance upon such report given upon the authority of
said firm as experts in accounting and auditing.
-15-
<PAGE>
DCX, INC.
3,905,988 SHARES OF COMMON STOCK
OFFERED BY THE SELLING STOCKHOLDERS
----------------
PROSPECTUS
----------------
April , 1998
--
No person is authorized to give any information or to make any
representations not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell, or a
solicitation of any person in any jurisdiction where such an offer or
solicitation would be unlawful. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any implication that
the information contained herein is correct as of any time subsequent to the
date hereof.
-16-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table shows all expenses of the issuance and distribution
of the securities offered hereby:
SEC Registration Fee................................ $ 1,682.85
State Qualification Expenses........................ $ 5,000
Printing Expenses................................... $ 100
Legal Fees and Expenses............................. $ 18,000
Accountants' Fees and Expenses...................... $ 5,000
Transfer Agent and Registrar Fees................... $ 200
Miscellaneous Expenses.............................. $ 1,000
Total............................................. $ 30,982.85
All amounts listed above, except for the SEC registration fee, are
estimates and none are being borne by the Selling Stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII of the Articles of Incorporation of the Company provides as
follows:
"The Corporation shall indemnify any and all of its directors,
officers, employees, authorized agents or former directors or officers or
any person who may have served at its request as a director or officer of
another corporation in which it owns shares of capital stock or of which
it is a creditor, against expenses actually and necessarily incurred by
them to the fullest extent permitted under Colorado Corporate Code, in
connection with the defense of any action, suit or proceeding in which
they or any of them, are made parties, or a party, by reason of being or
having been directors or officers of the Corporation, or of such other
corporation, except in relation to matters to which any such director or
officer or former director or person shall be adjudged in such action,
suit or proceeding to be liable for gross negligence or willful misconduct
in the performance of duty. Such indemnification shall not be deemed
exclusive of any other rights to which those indemnified may be entitled,
under any By-Law agreement, vote of shareholders or otherwise.
In addition no officer, director, employee or authorized agent
shall be personally liable for any injury to person or property arising
out of a tort committed by an employee unless such officer or director
was personally involved in the situation giving rise to the litigation
or unless such officer or director committed a criminal offense. The
protection afforded hereby shall not restrict other common law
protection and rights that an officer or director may have. This
Article shall not restrict the Corporation's right to eliminate or
limit the personal liability of a director to the Corporation or to its
shareholders for monetary damages for breach of fiduciary duty as a
director, and the personal liability of directors to
II-1
<PAGE>
the Corporation and to us shareholders for monetary damages shall be
eliminated or limited, to the full extent permitted by the Colorado
Corporation Code, except for monetary damages for any breach of the
director's duty of loyalty to the Corporation or to its shareholders,
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, acts specified in Section
7-5-114 of the Colorado Corporation Code, or any transaction from which
the director derived an improper personal benefit. Nor shall the
liability of a director of the Corporation be eliminated or limited to
the Corporation or to its shareholders for monetary damages for any act
or omission occurring prior to the effective date of this Article."
Article VI of the Bylaws of the Company provides as follows:
"Each Director and Officer of this Corporation, and each
person who shall serve at its request as a Director or Officer of
another corporation in which this Corporation owns shares of capital
stock or of which it is a creditor, whether or not then in office, and
his personal representatives, shall be indemnified by the Corporation
against all costs and expenses actually and necessarily incurred by him
in connection with the defense of any action, suit or proceeding in
which he may be involved or to which he may be made a party by reason
of his being or having been such Director or Officer, except in
relation to matters as to which he shall be finally adjudged in such
action, suit or proceeding to be liable for negligence of misconduct in
the performance of duty. Such costs and expenses shall include amounts
reasonably paid in settlement for the purpose of curtailing the costs
of litigation, but only if the Corporation is advised in writing by its
counsel that in his opinion the person indemnified did not commit such
negligence or misconduct. The foregoing right of indemnification shall
not be exclusive of other rights to which he may be entitled as a
matter of law or by agreement."
Insofar as indemnification for liabilities arising under the 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 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.
II-2
<PAGE>
ITEM 16. EXHIBITS.
Exhibits
4.1 Amended and Restated Articles of Incorporation./1/
4.2 Articles of Amendment to the Articles of Incorporation./2/
4.3 Specimen Stock Certificate./3/
5.1 Opinion and Consent of Davis, Graham & Stubbs LLP./5/
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Davis, Graham & Stubbs LLP - See Exhibit 5.1./5/
24 Power of Attorney to Sign Registration Statement./4/
- --------------------
/1/ Filed as an exhibit to the Company's definitive Proxy Statement, dated
May 3, 1991 and incorporated herein by reference.
/2/ Filed as an exhibit to the Company's Current Report on Form 8-K dated
November 12, 1996, and incorporated herein by reference.
/3/ Filed as an exhibit to the Company's Registration Statement on Form S-18
(Registration No. 33-1484), as filed with the Commission on November 12,
1985, and incorporated herein by reference.
/4/ Filed as an exhibit to the initial filing of this Registration Statement
(No. 333-39775) and incorporated herein by reference.
/5/ To be filed by amendment.
II-3
<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 to include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; (2) that, for the purpose of determining any liability under the
Securities Act of 1933 (the "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; and (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 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 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 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Jacksonville, State of
Florida, on the 5th day of April, 1998.
DCX, INC.
By: Frederick G. Beisser
-----------------------------------------
Frederick G. Beisser
Vice President-Finance and Administration
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints G. Stephen Carreker and Frederick G.
Beisser and each or any of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her in his
or her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents, or any of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
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 date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
G. STEPHEN CARREKER/*/ Chief Executive Officer, and April 5, 1998
- -----------------------------------------
G. Stephen Carreker Chairman of the Board of Directors
JOHN C. ANTENUCCI/*/ President and Vice-Chairman of the April 5, 1998
- -----------------------------------------
John C. Antenucci Board of Directors
Frederick G. Beisser Vice President-Finance and April 5, 1998
- -----------------------------------------
Frederick G. Beisser Administration and a Director
(Principal Financial and Accounting
Officer)
II-5
<PAGE>
JEANNE M. ANDERSON/*/ Director April 5, 1998
- -----------------------------------------
Jeanne M. Anderson
J. GARY REED/*/ Director April 5, 1998
- -----------------------------------------
J. Gary Reed
RAYMUND E. O'MARA/*/ Director April 5, 1998
- -----------------------------------------
Raymund E. O'Mara
</TABLE>
/*/By: Frederick G. Beisser
-----------------------------------
Frederick G. Beisser,
Attorney-in-Fact
II-6
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- --------------------------------------------------------------------------------
4.1 Amended and Restated Articles of Incorporation./1/
4.2 Articles of Amendment to the Articles of Incorporation./2/
4.3 Specimen Stock Certificate./3/
5.1 Opinion and Consent of Davis, Graham & Stubbs LLP./5/
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Davis, Graham & Stubbs LLP - See Exhibit 5.1./5/
24 Power of Attorney to Sign Registration Statement./4/
- --------------------
/1/ Filed as an exhibit to the Company's definitive Proxy Statement, dated May
3, 1991 and incorporated herein by reference.
/2/ Filed as an exhibit to the Company's Current Report on Form 8-K dated
November 12, 1996, and incorporated herein by reference.
/3/ Filed as an exhibit to the Company's Registration Statement on Form S-18
(Registration No. 33-1484), as filed with the Commission on November 12,
1985, and incorporated herein by reference.
/4/ Filed as an exhibit to the initial filing of this Registration Statement
(No. 333-39775) and incorporated herein by reference.
/5/ To be filed by amendment
II-7
<PAGE>
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
DCX, Inc.
Golden, Colorado
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated January
9, 1998, relating to the consolidated financial statements and schedules of DCX,
Inc. appearing in the Company's Annual Report on Form 10-KSB for the year ended
September 30, 1997. Our report contains an explanatory paragraph regarding the
Company's ability to continue as a going concern.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
BDO SEIDMAN, LLP
Denver, Colorado
April 3, 1998
II-8
