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Rule 424(b)(3)
File No. 333-1847
3,039,516 Shares
DENSE-PAC MICROSYSTEMS, INC.
Common Stock
This Prospectus covers 3,039,516 shares of Common Stock, no par value (the
"Shares"), of Dense-Pac Microsystems, Inc. (the "Company") to be sold by certain
shareholders (the "Selling Shareholders"). See "Selling Shareholders." The
Selling Shareholders may from time to time sell all or a part of the Shares at
prices then prevailing in the market or at negotiated prices. See "Plan of
Distribution." None of the proceeds from the sale of the Shares will be received
by the Company.
The Selling Shareholders acquired the Shares in transactions exempt from
registration under the Securities Act of 1933, as amended (the "Securities
Act"). Consequently, upon any sale of the Shares, a Selling Shareholder, brokers
executing sales on behalf of a Selling Shareholder and dealers to whom the
Shares may be sold may, under certain circumstances, be considered
"underwriters" within the meaning of Section 2(11) of the Securities Act.
The Company's Common Stock is traded on the Nasdaq Stock Market under the
symbol "DPAC." On April 19, 1996, the closing price of the Common Stock was
$6-11/32 per share.
SEE "RISK FACTORS AND CAUTIONARY STATEMENTS" BEGINNING AT PAGE 4
HEREOF FOR CERTAIN INFORMATION THAT SHOULD BE CONSIDERED BY
PROSPECTIVE PURCHASERS OF THE SHARES.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN AS CONTAINED HEREIN IN CONNECTION WITH THE OFFERING
CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFERING BY THE SELLING SHAREHOLDERS OF ANY SECURITIES OTHER THAN THOSE TO WHICH
IT RELATES OR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE
MADE. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
April 22, 1996
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company can be inspected and copied at the offices of the
Commission at 450 Fifth Street, N.W., Washington, D.C., and at its regional
offices at 500 W. Madison, Suite 1400, Chicago, Illinois 60601, and 7 World
Trade Center, 13th Floor, New York, New York 10048. Copies of such material can
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates.
This Prospectus does not contain all of the information set forth in the
Registration Statement concerning this offering which the Company has filed with
the Commission pursuant to the Securities Act. For further information,
reference is made to such Registration Statement and the exhibits thereto, which
may be obtained from the Commission's office in Washington D.C. at prescribed
rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by this reference the following documents
which it has filed with the Commission:
1. Annual Report on Form 10-KSB for the year ended February 28, 1995;
2. Proxy Statement filed pursuant to Section 14 of the Exchange Act in
connection with the Company's 1995 Annual Meeting of Shareholders;
3. Quarterly Reports on Form 10-QSB for the periods ended May 31, 1995,
August 31, 1995 and November 30, 1995;
4. Forms 8-K dated October 23, 1995 and February 8, 1996;
5. Forms 10-C dated October 16, 1995 and February 28, 1996; and
6. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A, filed pursuant to Section 12 of
the Exchange Act, and any amendments or reports filed for the purpose
of updating such description.
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All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Shares shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
The Company will provide without charge to each person (including any
beneficial owner) to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any or all the foregoing
documents incorporated herein by reference (other than exhibits to such
documents). Written or telephone requests should be directed to: William M.
Stowell, Secretary, Dense-Pac Microsystems, Inc., 7321 Lincoln Way, Garden
Grove, California 92641, telephone: (714) 898-0007.
THE COMPANY
The Company designs, develops, packages and sells a broad line of standard
and custom high density, semiconductor memory products for the commercial,
industrial and aerospace markets. The Company's products are designed to improve
performance and reliability at the system level by reducing space, weight and
power requirements. The Company procures silicon from a variety of semiconductor
foundries and incorporates the silicon die into high density products utilizing
the latest process technology and the Company's advanced package designs. The
Company's products range from monolithic semiconductors to the patented, high
density three-dimensional "Dense-Stack" product line. The Company does not
generally compete with chip manufacturers who focus on the lowest cost consumer
markets to keep volumes high. Instead, the Company focuses on niche markets
where the customer's requirements allow the Company to utilize its unique
engineering and packaging skills to maintain a high value added content. Typical
applications for the Company's products are in the areas of communications,
medical instrumentation, missiles, avionics and space satellites.
The Company's executive offices are located at 7321 Lincoln Way, Garden
Grove, California 92641, and its telephone number is (714) 898-0007.
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RISK FACTORS AND CAUTIONARY STATEMENTS
Purchase of the Shares involves a high degree of risk. Prospective
purchasers should carefully consider the following factors. In addition, the
factors set forth below could cause actual results to differ materially from
those contemplated by forward-looking statements made by the Company in any of
the documents incorporated herein by reference. See "Incorporation of Certain
Documents by Reference."
Loss History and Limited Liquidity
In the years ended February 28, 1993 and 1995, the Company incurred net
losses of $265,000 and $2,740,000, respectively. The loss in fiscal year 1995
was primarily due to pre-production costs associated with the Company's second
generation stack products and a one-time charge of $1.7 million in connection
with the discontinuation of certain product lines. Although the Company reported
net income of $1,017,183 for the fiscal year ended February 28, 1994, and
$1,265,000 in the nine month period ended November 30, 1995, there can be no
assurance that the Company will not incur losses in the future. The Company has
historically operated with limited cash resources which has restricted its
research and development efforts, product marketing and growth in general.
Product Development and Technological Change
The semiconductor and memory module industries are characterized by rapid
technological change and are highly competitive with respect to timely product
innovation. The Company's memory products are subject to obsolescence or price
erosion because semiconductor manufacturers are continuously introducing chips
with the same or greater memory density as the Company's modules. As a result,
memory products typically have a product life of only three to five years. The
Company's future success depends on its ability to develop new products and
product enhancements to keep up with technological advances and to meet customer
needs. Any failure by the Company to anticipate or respond adequately to
technological developments and customer requirements, or any significant delays
in product development or introduction, could have a material adverse effect on
the Company's financial condition and results of operations. For example,
pre-production delays associated with the second generation Dense-Stack product
line caused the Company to lose its source of acceptable SRAM die because the
supplier discontinued production of the die that the second generation product
had been designed for. The Company believes that the second generation
technology remains valid and it will redesign this product to incorporate new
die technology when market conditions are appropriate. There can be no assurance
that the Company will be successful in its product development or marketing
efforts, or that the Company will have adequate financial or technical resources
for future product development and promotion.
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Uncertainty of Market Acceptance or Profitability of New Products
The introduction of the SuperSIMM product or other new products which the
Company may introduce in the future will require the expenditure of funds for
research and development, tooling, manufacturing processes, inventory and
marketing. In order to achieve high volume production of the SuperSIMM product,
the Company will have to make substantial investments in inventory and expand
its production capabilities. The Company has limited marketing capabilities and
resources and is dependent upon internal sales and marketing personnel and a
network of independent sales representatives for the marketing and sale of its
products. There can be no assurance that the SuperSIMM product or future new
products will achieve market acceptance, result in increased revenues, or be
profitable. Such products could also be subject to technological obsolescence or
price erosion resulting from competition.
Parts Shortages and Dependence on Suppliers
The semiconductor industry is characterized by periodic shortages of parts
which have in the past and may in the future negatively affect the Company's
operations. The Company is dependent on a limited number of suppliers for
semiconductor devices used in its products, but it has no long-term supply
contracts with any of them. For example, the Company was not able to market its
second generation Dense-Stack product when it lost its source of SRAM die. Due
to the cyclical nature of the semiconductor industry and competitive conditions,
there can be no assurance that the Company will not experience difficulties in
meeting its supply requirements in the future. Any inability to obtain adequate
deliveries of parts, either due to the loss of a supplier or industry-wide
shortages, could delay shipments of the Company's products, increase its cost of
goods sold and have a material adverse effect on its business, financial
condition and results of operations.
Dependence on Defense-Related Business
The Company has historically derived a substantial portion of its revenues
from defense-related contracts. As a result, the Company's business has been
impacted by reductions in the federal defense budget and will continue to be
subject to risks affecting the defense industry, including changes in
governmental appropriations and changes in national defense policies and
priorities. The Company has sought to reduce its dependence on defense-related
business by developing products with commercial applications, although such
products generally have lower margins than defense-related products.
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Patent Rights
The Company's ability to compete effectively is dependent on its
proprietary know-how, technology and patent rights. The Company holds U.S.
patents on certain aspects of its 3-D stacking technology and has applied for
additional patents. There can be no assurance that the Company's patent
applications will be approved, that any issued patents will afford the Company's
products any competitive advantage or will not be challenged or circumvented by
third parties, or that patents issued to others will not adversely affect the
development or commercialization of the Company's products.
Management of Growth
The Company intends to use the net proceeds of approximately $4.3 million
from a private offering of Common Stock completed in February 1996 to finance
the production and marketing of the SuperSIMM product and to support an expanded
level of operations. Successful expansion of the Company's operations will
depend on, among other things, the ability to obtain new customers, to attract
and retain skilled management and other personnel, to secure adequate sources of
supply on commercially reasonable terms and to successfully manage growth. To
manage growth effectively, the Company will have to continue to implement and
improve its operational, financial and management information systems,
procedures and controls. As the Company expands, it may from time to time
experience constraints that will adversely effect its ability to satisfy
customer demand in a timely fashion. Failure to manage growth effectively could
adversely effect the Company's financial condition and results of operations.
Competition
Numerous memory companies are in the process of developing
three-dimensional products, including IBM, Irvine Sensors, Texas Instruments,
Mitsubishi, Motorola, Staktek, Cubic Memory and Thompson CSF in France. Many of
such companies have substantially greater financial, manufacturing and marketing
capabilities than the Company. The Company could also experience competition
from established and emerging computer memory companies. There can be no
assurance that the Company's products will be competitive with existing or
future products, or that the Company will be able to establish or maintain a
profitable price structure for its products.
Manufacturing Licenses
In order to obtain large orders for the its commercial products from OEMs,
the Company may be required to provide royalty-free manufacturing licenses to
third parties as second sources to ensure that the customer's requirements are
met. Such second
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sources could then compete directly with the Company for customers. As a result,
the Company could become dependent on the efforts and abilities of its
licensees, if any, to manufacture and market its products.
Possible Volatility of Stock Price
The market price for the Company's Common Stock has experienced wide
fluctuations which have not necessarily been related to the operating
performance of the Company. Factors such as market conditions affecting the
technology sector in general, the Company's operating results and announcements
of technological innovations or new products by the Company or its competitors
may have a significant impact on the market price of the Common Stock.
SELLING SHAREHOLDERS
The following table sets forth certain information with respect to the
shares of Common Stock of the Company owned by each Selling Shareholder and the
Shares to be offered pursuant to this Prospectus.
<TABLE>
<CAPTION>
Number of Shares Number of Number of Shares
Name of Selling Owned Before the Shares to be Owned After the
Shareholder Offering Offered Offering
- ---------------------- ---------------- ------------ ----------------
<S> <C> <C> <C>
Euroventures Benelux I 2,559,179 1,693,750 865,429
B.V. (1)
Euroventures Benelux II 1,922,778 389,583 1,533,195
B.V. (1)
Bank Ehinger & CIE AG 200,000 200,000 -0-
Everest Capital 500,000 500,000 -0-
International Ltd.
Goodland International 200,000 200,000 -0-
Investments Ltd.
Robert London 56,100 56,100 -0-
Denise Peterson 83 83 -0-
</TABLE>
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(1) Before the offering, Euroventures Benelux I B.V. (EBI) and Euroventures
Benelux, II B.V. (EBII) own 15.3% and 11.5%, respectively, of the Company's
Common Stock outstanding at February 29, 1996. After the offering, EBI and
EBII would own 5.2% and 9.2%, respectively. EBII is a creditor of the
Company as described in the Proxy Statement for the 1995 Annual Meeting of
Shareholders and the Form 8-K dated October 23, 1995, which are incorporated
herein by reference. EBII also holds warrants to purchase 375,000 shares of
Common Stock at $7.00 per share which expire November 14, 1999. Roger
Claes, a director of the Company, is a partner and managing director of
Euroventures Benelux Team B.V., which manages EBI and EBII.
PLAN OF DISTRIBUTION
The Selling Shareholders have advised the Company that sales of the Shares
will be effected from time to time in transactions (which may include block
transactions) in the NASDAQ over-the-counter market, in negotiated transactions
or otherwise, at prices then prevailing or at negotiated prices. The Selling
Shareholders may effect such transactions by selling the Shares directly to
purchasers or to or through broker-dealers which may act as agents or
principals. Such broker-dealers may receive compensation in the
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form of discounts, concessions or commissions from the Selling Shareholders
and/or the purchasers of the Shares for whom such broker-dealers may act as
agents or to whom they sell as principal, or both. The Selling Shareholders and
any persons who act as broker-dealers in connection with the sale of the Shares
might be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act and any commission received by them, and any profit on the resale
of the Shares as principal, may under certain circumstances be deemed to be
underwriting discounts and commissions under the Securities Act.
In addition to selling Shares pursuant to this Prospectus, the Selling
Shareholders may sell Shares or other shares of the Company's Common Stock
pursuant to Rule 144 under the Securities Act or pursuant to other available
exemptions under said Act.
The Selling Shareholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the Shares
against certain liabilities, including liabilities arising under the Securities
Act. The Company and the Selling Shareholders have agreed to indemnify each
other against certain liabilities in connection with the sale of the Shares,
including liabilities arising under the Securities Act.
The Company will pay all expenses incident to the offering and sale of the
Shares, other than commissions, discounts or concessions of underwriters,
dealers or agents, which are estimated to be approximately $15,000.
EXPERTS
The financial statements incorporated in this Prospectus by reference from
the Company's Annual Report on Form 10-KSB for the year ended February 28, 1995
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
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