As Filed: July 31, 1996 SEC File No. 333-6527
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2 to
Registration Statement on Form S-3
Under the Securities Act of 1933
LARSON DAVIS INCORPORATED
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(Exact name of registrant as specified in its charter)
Nevada 87-0429944
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1681 West 820 North, Provo, Utah 84601 (801) 375-0177
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Dan J. Johnson, 1681 West 820 North, Provo, Utah 84601 (801) 375-0177
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Keith L. Pope, Esq.
Kruse, Landa & Maycock, L.L.C.
Eighth Floor, Bank One Tower
50 West Broadway
Salt Lake City, Utah 84101-2006
Telephone: (801) 531-7090
Telecopy: (801) 359-3954
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following 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. / /
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Each Class of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Unit(1) Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock(2) 100,000 $7.875(2) $787,500 $337(2)
</TABLE>
[FN]
(1) Estimated solely for purposes of calculating the registration fee.
(2) The price of the Common Stock is based on the closing price for the Common
Stock of $7.875 as reported by Nasdaq on July 29, 1996 (rule 457(c)). An
amount of $201 of the registration fee was paid at the time of the initial
filing of the registration statement, based on the 50,000 shares of Common
Stock included at that time and the then current closing price of $11.6258
per share.
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, as amended, or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
section 8(a), may determine.
Page 1 of 21 pages, including exhibits.
Exhibit index appears on consecutive page number 19.
Preliminary Prospectus
100,000 Shares
LARSON DAVIS INCORPORATED
Common Stock
This Prospectus relates to the public offering by certain shareholders (the
"Selling Shareholders") of LarsonoDavis Incorporated (the "Company") of (i)
50,000 shares of common stock, par value $0.001 per share (the "Common Stock"),
of the Company, issuable on the exercise of outstanding options to purchase
25,000 shares of Common Stock at a purchase price of $6.00 per share of Common
Stock (the "$6.00 Options") and options to purchase 25,000 shares of Common
Stock at $8.00 per share (the "$8.00 Options"), and (ii) 50,000 shares of
currently issued and outstanding Common Stock held by two directors and officers
of the Company. (See "SELLING SHAREHOLDERS" and "PLAN OF DISTRIBUTION.")
The Common Stock is quoted on the Nasdaq Small Cap Market ("Nasdaq") under
the trading symbol "LDII." The last price for the Common Stock as of July 29,
1996, as reported by Nasdaq, was $7.875.
This Offering Involves Certain Risks. (See "RISK FACTORS.")
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR OTHER
REGULATORY AUTHORITY, NOR HAS THE COMMISSION OR ANY
STATE OR OTHER REGULATORY AUTHORITY PASSED ON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Underwriting Discounts Proceeds to Selling
Price to Public(1) and Commissions(2) Shareholders(3)
<S> <C> <C> <C>
Per Share $ 7.875 - $ 7.875
Total $ 787,500 - $ 787,500
</TABLE>
[FN]
(1) The price per share for the securities offered by the Selling Shareholders
is estimated at the last price for the Common Stock of $7.875 per share as
reported by Nasdaq on July 29, 1996.
(2) It is anticipated that the securities being sold by the Selling
Shareholders will be sold in privately negotiated transactions or through
broker-dealers in individual transactions in which the normal commissions
and other charges will be made by the broker-dealer. There is no agreement
between any broker-dealer and the Company with respect to such sales.
(See "PLAN OF DISTRIBUTION.")
(3) All amounts received on the sale of the Common Stock will be received by
the Selling Shareholders, and there will be no proceeds to the Company.
The Company anticipates that it will incur costs related to this offering
of approximately $5,000. (See "PLAN OF DISTRIBUTION.")
The date of this Prospectus is , 1996.
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The Selling Shareholders will offer the Common Stock through or to
securities brokers or dealers designated by them in the over-the-counter market
or in other transactions negotiated by the Selling Shareholders. Any such sale
of Common Stock by a Selling Shareholder must be accompanied by, or follow the
delivery of, a Prospectus filed with a current registration statement relating
to the Common Stock being offered, unless the Selling Shareholders elect to rely
on Rule 144 or another exemption from the registration requirements in
connection with a particular transaction. The Selling Shareholders and any
broker, dealer, or agent that participates with the Selling Shareholders in the
sale of the Common Stock offered hereby may be deemed "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), and
any commissions or discounts received by them and any profit on the resale of
the Common Stock purchased by them may be deemed to be underwriting commissions
under the Securities Act. (See "SELLING SHAREHOLDERS" and "PLAN OF
DISTRIBUTION.")
The Company will not receive any proceeds from the sale of Common Stock by
the Selling Shareholders. In connection with this offering, the Company
estimates that it will incur costs of approximately $5,000 for legal,
accounting, printing, and other items. Any separate costs of the Selling
Shareholders will be borne by them. Commissions or discounts paid in connection
with the sale of securities will be paid by the Selling Shareholders and will be
determined by agreement between the Selling Shareholders and the broker-dealer
through, or to which, the securities are to be sold and may vary depending on
the broker-dealers' commission or mark up schedule, the size of the transaction,
and other factors. (See "PLAN OF DISTRIBUTION.")
The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Such material can be inspected and copied at the public
reference facilities of the Commission in Washington, D.C., and certain regional
offices. Copies can be obtained from the Public Reference Section of the
Commission, Washington, D.C. 20549, at the prescribed rates. (See "ADDITIONAL
INFORMATION AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.")
The Company will provide, without charge, a copy of the information
incorporated in this Prospectus by reference, including copies of the periodic
reports of the Company filed with the Commission (excluding the exhibits
thereto), to anyone requesting a copy. Requests should be directed to Dan J.
Johnson, LarsonoDavis Incorporated, 1681 West 820 North, Provo, Utah 84601,
telephone (801) 375-0177.
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by detailed information
and financial statements appearing elsewhere in this Prospectus and the periodic
reports of the Company filed with the Commission.
The Company
Larson Davis Incorporated (the "Company") is primarily engaged in the
development, manufacture, and marketing of precision measuring instrumentation,
including accompanying computer hardware and software technology. The Company
sells such instruments to private industry and governmental agencies for both
industrial and military applications.
The Company recently acquired Sensar Corporation ("Sensar"), a company
engaged in the development and manufacture of highly sensitive, time-of-flight
mass spectrometers. The Company is currently seeking to develop additional
products based on the technology acquired in connection with the transaction.
Sensar has entered into a distribution agreement with SAES Getters S.p.A.
("SAES"), granting SAES the exclusive right to market Sensar's existing
instruments to the semi-conductor industry.
The Company also owns proprietary software for use in environmental
monitoring. The Company has exclusively licensed this software to Harris Miller
Miller & Hanson, noise and vibration consultants to the transportation industry,
for application in the airport noise and operations monitoring industry. The
Company also holds rights to patented technology permitting real time assessment
of the properties of polymers (the "CrossCheck Technology"). The Company
acquired the exclusive right to develop and market this technology from Brigham
Young University in February 1994 and has been funding certain ongoing
development and application studies since that time. This technology has not
been reduced to marketable products.
The Company has three active wholly-owned subsidiaries, Larson Davis
Laboratories ("LDL"), LarsonoDavis, Ltd. ("LTD"), and Sensar. Unless the
context otherwise requires, when used herein, the term "Company" refers to
LarsonoDavis Incorporated and its subsidiaries.
The Company's principal executive offices are located at 1681 West 820
North, Provo, Utah 84601. The company's telephone number at that location is
(801) 375-0177.
The Offering
This offering relates to the sale by the Selling Shareholders of up to
50,000 shares of Common Stock issuable on the exercise of the $6.00 and $8.00
Options and 50,000 shares of Common Stock that are currently issued and
outstanding.
The Company entered into a public relations agreement with Corporate
Relations Group, Inc. ("CRG"), dated July 28, 1994 (the "Public Relations
Agreement"). The $6.00 and $8.00 Options were issued to Neil C. Sullivan, one
of the Selling Shareholders who controls CRG, as partial consideration for the
Public Relations Agreement. The Options were issued in reliance on exemptions
from the registration requirements of the Securities Act, and, as such, the
$6.00 and $8.00 Options and any Common Stock that may be issued on exercise of
the $6.00 and $8.00 Options are restricted securities and are not transferable,
except pursuant to a registration statement or an available exemption from
registration. The 50,000 shares of issued and outstanding Common Stock were
acquired in a corporate acquisition completed in 1987. This Common Stock is
currently eligible for resale pursuant to Rule 144 promulgated under the
Securities Act.
This Prospectus is part of a registration statement filed to permit the
sale by the Selling Shareholders of the issued and outstanding Common Stock and
the Common Stock to be issued on exercise of the $6.00 and $8.00 Options. (See
"PLAN OF DISTRIBUTION.")
<TABLE>
<CAPTION>
<S>
<C>
Securities offered by the Selling Shareholders 50,000 shares of Common Stock issuable on the exercise of the
$6.00 and $8.00 Options and 50,000 shares of Common Stock
currently issued and outstanding. (See "PLAN OF
DISTRIBUTION.")
Common Stock outstanding before offering 10,207,536 shares(1)
Common Stock outstanding after offering 10,257,536 shares(1)
1995 Preferred Stock outstanding before offering 200,000 shares
1995 Preferred Stock outstanding after offering 200,000 shares
No Net Proceeds The Company will not receive any proceeds from the sale of the
Common Stock by the Selling Shareholders. (See "USE OF
PROCEEDS.")
Nasdaq Symbol LDII
</TABLE>
[FN]
(1) Does not include (i) options to purchase 1,724,300 shares of Common Stock
at exercise prices ranging from $2.26875 to $4.25 per share; (ii) shares
of Common Stock issuable on the conversion of outstanding shares of 1995
Preferred Stock with a cost of $2.50 (assuming a one-to-one conversion)
per equivalent share of Common Stock; or (iii) shares of Common Stock
issuable on the exercise of outstanding warrants to acquire up to
1,725,169 shares of Common Stock at an exercise price of $6.25 per share.
Use of Proceeds
The Company will not receive any proceeds from the sale of Common Stock by
the Selling Shareholders. If the Selling Shareholders elect to exercise all of
the $6.00 and $8.00 Options, the Company would receive gross proceeds of
$350,000. (See "USE OF PROCEEDS.")
RISK FACTORS
The acquisition of the Common Stock involves certain risks. The following
factors, in addition to the other information and financial data set forth
elsewhere in this Prospectus or incorporated herein by reference, should be
considered carefully in evaluating the Company and its business before making an
investment in the Common Stock offered hereby.
The Company's Activities
Need for Additional Funds. The extent of the Company's additional funding
needs for development of its technology and expansion of its business cannot
currently be estimated, but it is likely that the interest of the Company's
shareholders will continue to be diluted as the Company seeks funding through
the sale of additional securities or through joint venture or industry
partnering arrangements. The cash needs of the Company during the preceding two
fiscal years to pay the costs of its business acquisitions and dispositions have
been primarily met by the sale of equity securities. The Company received in
excess of $1,100,000 and $1,500,000 from such sales in the years ended June 30,
1994, and 1995, respectively, and has received in excess of $10,000,000 in gross
proceeds since June 30, 1995. There can be no assurance that this source of
funds (or any other source) will be available to the Company when required or,
if available, that such funds can be obtained on terms acceptable or favorable
to the Company. (See "Financial Statements" and "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" included in the
Company's report on Form 10-KSB incorporated herein by reference.)
Shortages of Working Capital and Significant Losses. The reports of the
Company's independent auditors on the financial statements for the years ended
June 30, 1994, and 1995, contain a limitation as to the Company's ability to
continue as a going concern based on the Company's net losses for those two
years and the reflection on the Company's balance sheets of significant
intangible assets, the realization of which is not assured. If the Company
continues to experience ongoing operating losses, it would adversely affect the
Company's ability to obtain any additional financing it may need in the future
and may adversely affect the Company's ability to continue as a going concern.
(See Footnote 18 to the Financial Statements for the year ended June 30, 1995,
included in the Company's report on Form 10-KSB incorporated herein by
reference.)
Recent Acquisition. During October 1995, the Company acquired Sensar
Corporation, a development stage company with patented technology ("Sensar").
Since that time, the Company has entered into a distribution agreement with SAES
Getters, S.p.A. ("SAES"), which grants exclusive rights to SAES to market
Sensar's time-of-flight mass spectrometer to the semi-conductor industry. While
Sensar has an existing product, its technology will require the expenditure of
significant additional amounts to refine the manufacturing techniques and to
develop additional products. There can be no assurance that the technology of
Sensar can be developed by the Company into a profitable business or even that
the Company will be able to recover the cost of acquiring Sensar.
Dependence on Key Employees. The business of the Company is to some extent
dependent on its management and technical team and their substantial experience.
The loss of one or more of these individuals could result in adverse effects on
the Company's proposed activities. The Company maintains key man life insurance
on its executive officers. (See "MANAGEMENT" included in the Company's report
on form 10-KSB incorporated herein by reference.)
Future Charges Related to Capitalized Costs. Included in "Other Assets" on
the Company's balance sheets are product technology acquisition costs, license
rights, software development costs, and goodwill. Such costs are capitalized
and amortized over the anticipated useful life of the associated asset, ranging
from 10 to 17 years. As of March 31, 1996, the Company had capitalized costs
with respect to these items of $4,656,729. This amount will be expensed over
the relevant amortization periods and will consequently reduce earnings in
future periods. There can be no assurance that the Company's operations will
prove sufficiently profitable to realize the recorded value of the underlying
intangible assets. (See "Financial Statements" included in the Company's report
on form 10-KSB incorporated herein by reference.)
Intense Competition. The development and marketing of precision
measurement instrumentation is highly competitive. Many of the Company's
competitors have greater financial resources, broader development programs, and
a greater number of managerial and technical personnel. Because the Company's
resources are limited, there can be no assurance that it will be able to compete
effectively. (See "BUSINESS: Competition" included in the Company's report on
form 10-KSB incorporated herein by reference.)
General Risks Relating to Offering
Market Impact of Current Offerings. In addition to the shares subject to
this Prospectus, the Company has an effective registration statement that
relates to the sale of up to 2,795,911 shares of Common Stock by other selling
shareholders. The Company will not receive any proceeds from these sales. The
shares that can be sold under such registration statement represent
approximately 27% of the currently issued and outstanding Common Stock. The
sale of such a significant block of stock, or even the possibility of its sale,
may adversely affect the trading market for the Common Stock and reduce the
prices available in that market.
Substantial Options and Warrants Outstanding. The Company has issued and
outstanding options to purchase up to 1,724,300 shares of Common Stock and
warrants to purchase up to 1,725,169 shares at $6.25 per share. Of this amount,
1,604,300 shares of Common Stock are subject to options held by executive
officers and directors with exercise prices ranging from $2.26875 to $4.25 per
share. The existence of such options and warrants may prove to be a hindrance
to future financing by the Company and the exercise of options and warrants may
dilute the interests of the stockholders of the Company. The possible future
sale of Common Stock issuable on the exercise of outstanding options and
warrants could adversely affect the prevailing market price of the Company's
Common Stock. Further, the holders of the warrants and options may exercise
them at a time when the Company would otherwise be able to obtain additional
equity capital on terms more favorable to the Company. (See "PLAN OF
DISTRIBUTION" and "SELLING SHAREHOLDERS.")
Lack of Due Diligence Review. No securities broker-dealer or other person
has been engaged to perform any due diligence or similar review of this offering
or the Company on behalf of the Selling Shareholders, persons who may purchase
Common Stock in this offering, or any other person.
Issuance of Additional Common Stock. The Company has an authorized capital
of 290,000,000 shares of Common Stock, par value $0.001 per share, and
10,000,000 shares of Preferred Stock. As of June 17, 1996, 10,207,536 shares of
Common Stock and 200,000 shares of 1995 Preferred Stock were issued and
outstanding, with an additional 3,649,469 shares of Common Stock reserved for
issuance on the exercise or conversion of options, the $6.25 Warrants, and the
1995 Preferred Stock. The Company's board of directors has authority, without
action or vote of the shareholders, to issue all or part of the authorized but
unissued shares. Any such issuance will dilute the percentage ownership of
shareholders and may dilute the book value of the Company's Common Stock.
Preferential Rights of Preferred Stock Outstanding. The Company has
200,000 shares of 1995 Preferred Stock issued and outstanding, with a
liquidation preference of $2.50 per share. On liquidation or termination of the
Company, an aggregate of $500,000 in assets would be distributed to the holders
of the currently issued and outstanding 1995 Preferred Stock, after payment of
all of the Company's obligations, prior to any distribution to the holders of
Common Stock. The Preferred Stock votes as a single class with the Common
Stock, except as otherwise required by the corporate statutes of Nevada. If the
Company seeks to amend its articles of incorporation to change the provisions
relating to the 1995 Preferred Stock or to approve a merger containing
provisions that would require a class vote if they were contained in an
amendment to the certificate of incorporation, the approval of the holder of the
1995 Preferred Stock, voting as a separate class, will be required.
Consequently, the holder of the 1995 Preferred Stock, a relatively minor amount
of the total issued and outstanding voting stock, may be able to block such
proposals, even in circumstances where they would be in the best interests of
the holders of Common Stock. (See "PLAN OF DISTRIBUTION.")
Lack of Recent Shareholder Meetings. The Company has not held a meeting of
its shareholders for the purpose of electing directors or for any other purpose
since 1992. Under Nevada law, the Company has been required since inception to
have an annual shareholders' meeting for the election of directors, but has not
done so recently because of the costs involved in the preparation and mailing of
required proxy materials and conducting meetings. As a result, the Company has
not provided shareholders with a copy of its audited financial statements and
annual report. While documents regarding the Company and its business are
publicly available, they are not routinely provided to shareholders. In any
year in which the Company has not held or does not hold a shareholders' meeting,
a shareholder may force the Company to call such a meeting for the election of
directors and such other purposes as may come before the shareholders for
consideration. Such a meeting could result in a change in management.
Determination of Purchase and Exercise Price. The prices at which the
Selling Shareholders may sell shares of Common Stock in this offering will be
individually negotiated or based on the market price for the Common Stock at the
time of the transactions. Such prices, and the exercise prices of the $6.00 and
$8.00 Options, do not necessarily bear a relationship to the assets, earnings,
or net tangible book value of the Company or any other traditional criteria of
value. (See "MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS" included
in the Company's report on form 10-KSB incorporated herein by reference and
"PLAN OF DISTRIBUTION.")
No Dividends. The Company has not paid, and does not plan to pay,
dividends in the foreseeable future, even if it were profitable, other than the
required dividend payments to the holder of the 1995 Preferred Stock. (See
"PLAN OF DISTRIBUTION.") Earnings, if any, are expected to be used to advance
the Company's activities and for general corporate purposes, rather than to make
distributions to shareholders.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common Stock
by the Selling Shareholders. The Company anticipates that it will incur costs
of approximately $5,000 in connection with the transactions described in this
Prospectus, including filing fees, transfer agent costs, listing fees, and legal
and accounting fees. If all of the $6.00 and $8.00 Options are exercised in
order to sell all of the Common Stock subject to this Prospectus, of which there
is no assurance, the Company would receive gross proceeds of $350,000. To the
extent that proceeds from the exercise of the $6.00 and $8.00 Options are
received by the Company, such proceeds will be used to fund the expansion of the
business of the Company, the development of the Sensar and CrossCheck
Technology, and general and administrative expenses.
PLAN OF DISTRIBUTION
Acquisition of Options
In connection with the retention of CRG as a public relations firm, on July
28, 1994, the Company granted the $6.00 and $8.00 Options to CRG or its
president, Neil C. Sullivan. The options expire July 28, 1997. CRG continues
to provide public relations services to the Company for which it is separately
compensated. The Company has also agreed to pay Fenway Advisory Group, a
corporation controlled by Mr. Sullivan, certain fees in connection with its
introduction to the Company of a source of venture capital. To date, the
Company has paid Fenway fees consisting of 25,000 shares of Common Stock and
$180,000. Fenway is also entitled to a fee equal to three percent (3%) of the
proceeds received by the Company from the exercise of Warrants to purchase
500,000 shares of Common Stock at $3.25 per share, or an aggregate fee of
$48,750.
Sale of Common Stock by Selling Shareholders
The Common Stock to be sold by the Selling Shareholders may be sold by them
from time to time directly to purchasers in privately negotiated transactions.
Alternatively, the Selling Shareholders may, from time to time, offer the Common
Stock for sale in the over-the-counter market through or to securities brokers
or dealers that may receive compensation in the form of discounts, concessions,
or commissions from the Selling Shareholders and/or the purchasers of the Common
Stock for whom they may act as agent, either pursuant to the delivery of this
Prospectus or in reliance on an exemption from registration such as provided
under Rule 144 adopted pursuant to the Securities Act. The Selling
Shareholders, and any dealers or brokers that participate in the distribution of
the Common Stock, may be deemed to be "underwriters" as that term is defined in
the Securities Act, and any profit on the sale of Common Stock by them and any
discounts, commissions, or concessions received by any such dealers or brokers,
may be deemed to be underwriting discounts and commissions under the Securities
Act. The Company has no understandings or arrangements with broker-dealers in
connection with such sales.
The Common Stock may be sold by the Selling Shareholders from time to time
in one or more transactions at a fixed price, which may be changed, or at
varying prices determined at the time of sale, or at negotiated prices. The
Company will pay the expenses of this offering incident to the registration of
the offer and sale of the Common Stock to the public, other than commissions and
discounts of broker-dealers through which such Common Stock is sold. The
Company does not intend to enter into any agreement with any securities dealer
concerning solicitation of offers to purchase the Common Stock.
Determination of Offering Price
With respect to the shares of Common Stock offered for sale by the Selling
Shareholders, such shares shall be sold from time to time at such prices as the
Selling Shareholders shall determine may be in their best interests and at which
a willing buyer can be found. Such prices may not be related to the assets,
earnings, or book value of the Company or any other recognized criteria of
value.
SELLING SHAREHOLDERS
The following table sets forth certain information, as of the date of this
Prospectus, with respect to the Selling Shareholders and the shares of Common
Stock to be sold by them. The total gives effect to the purchase of Common
Stock on the exercise of all $6.00 and $8.00 Options held by the Selling
Shareholders.
The $6.00 and $8.00 Options have not been registered and are not
transferable without registration or an available exemption from the
registration requirements of state and federal securities laws. The Company is
not aware of any intention by the Selling Shareholders to sell $6.00 or $8.00
Options prior to their exercise. This offering relates only to the sale of
shares of Common Stock held or to be held by the Selling Shareholders named in
the following table on exercise of the $6.00 and $8.00 Options. If the Selling
Shareholders sell the $6.00 and $8.00 Options prior to exercising such
securities for shares of Common Stock, the shares of Common Stock subsequently
issued on exercise of the $6.00 and $8.00 Options will not be registered and may
not be resold pursuant to this offering.
Brian G. Larson, one of the Selling Shareholders who is offering 25,000
shares of Common Stock, is the president, chief executive officer, and chairman
of the board of the Company. Larry J. Davis, one of the Selling Shareholders
who is offering 25,000 shares of Common Stock, is vice-president and a director
of the Company. Both Mr. Larson and Mr. Davis are original founders of the
Company. The shares held by Mr. Larson and Mr. Davis have not previously been
registered, but have been held for a sufficient period that they would be
eligible for sale under the exemption from registration set forth in Rule 144
adopted under the Securities Act. Additional information concerning Mr.
Larson's and Mr. Davis' relationship with the Company is included in the
Company's report on form 10-KSB for the year ended June 30, 1995, and will be
updated from time to time in the periodic reports of the Company filed with the
Securities and Exchange Commission.
<TABLE>
<CAPTION>
Common Stock
Now Owned After Offering
Selling Shareholders Number Percent(1) To Be Sold Number Percent(1)
<S> <C> <C> <C> <C> <C>
Brian G. Larson 1,099,219(2) 10.2% 25,000 1,074,219 9.9%
Larry J. Davis 1,411,090(3) 13.1% 25,000 1,386,090 12.8%
Neil C. Sullivan 76,900(4) 0.7% 50,000 26,900 0.3%
</TABLE>
[FN]
(1) The percentage ownership of Common Stock is calculated based on the total
number of issued and outstanding shares of 10,207,536 as of June 17, 1996,
and "After Offering" as adjusted to give effect to the exercise of all
$6.00 and $8.00 Options.
(2) The indicated number of shares held by Mr. Larson includes 600,000 shares
subject to currently exercisable options with exercise prices ranging from
$2.27 per share to $7.00 per share of Common Stock and 24,600 shares held
by Mr. Larson for the benefit of his children in which he disclaims a
beneficial interest.
(3) The indicated number of shares held by Mr. Davis includes 600,000 shares
subject to currently exercisable options with exercise prices ranging from
$2.27 per share to $7.00 per share of Common Stock and 60,000 shares held
by Mr. Davis for the benefit of his children in which he disclaims a
beneficial interest.
(4) Includes the 50,000 shares issuable upon exercise of the $6.00 and $8.00
Options.
LEGAL MATTERS
The law firm of Kruse, Landa & Maycock, L.L.C., Salt Lake City, Utah,
counsel to the Company, has rendered an opinion that the shares of issued and
outstanding Common Stock are, and the shares of Common Stock issuable on
exercise of the $6.00 and $8.00 Options will be, when issued in accordance with
the terms of the Public Relations Agreement, legally issued, fully paid, and
nonassessable under the Nevada corporation laws.
EXPERTS
The consolidated financial statements of the Company as of June 30, 1995
and 1994, and for the years then ended incorporated by reference in this
Prospectus have been audited by Peterson, Siler & Stevenson, certified public
accountants, as stated in their report, and have been so incorporated by
reference in reliance on the authority of such firm as experts in accounting and
auditing.
ADDITIONAL INFORMATION AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files reports and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports and other information can be inspected and copied
at the public reference facilities of the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549; Room 1204, Everett McKinley Dirksen
Building, 219 South Dearborn Street, Chicago, Illinois 60604; and Room 1100,
Jacob K. Javits Federal Building, 26 Federal Plaza, New York, New York 10278.
Copies of such materials can be obtained from the public reference facilities of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.
The Company's Common Stock is listed on the Nasdaq SmallCapSM Market and
trading under the symbol "LDII." Reports and other information concerning the
Company can be inspected at the offices of Nasdaq at 1735 "K" Street, N.W.,
Washington, D.C. 20006-1500.
The Company, by this reference, hereby incorporates its annual report on
form 10-KSB for the fiscal year ended June 30, 1995, its quarterly reports on
form 10-QSB for the quarters ended September 30, and December 31, 1995, and
March 31, 1996, and its interim reports on form 8-K dated October 27, 1995,
March 19, 1996, and April 23, 1996, May 15, 1996, and May 28, 1996, as amended,
into this Prospectus. The Company also incorporates the description of its
Common Stock included in its registration statement on form 8-A, SEC Number
1-10013.
In addition, all documents subsequently filed by the Company pursuant to
sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the termination of the offering described in this Prospectus
shall be deemed to be incorporated in this Prospectus by this reference.
Additional information regarding the Company and the Securities offered
hereby is contained in the registration statement and exhibits thereto, of which
this Prospectus forms a part, filed with the Commission under the Securities
Act. This Prospectus omits certain information contained in the registration
statement. For further information, reference is made to the registration
statement and to the exhibits and other schedules filed therewith. Statements
contained in this Prospectus as to the contents of any contract or other
document referred to are not necessarily complete, and where such contract or
other document is an exhibit to the registration statement, each such statement
is deemed to be qualified and amplified in all respects by the provisions of the
exhibit. Copies of the complete registration statement, including exhibits, may
be examined at, or copies obtained from the offices of, the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, on the payment of prescribed fees
for reproduction.
COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The articles of incorporation of the Company provide for the
indemnification of the officers and directors to the full extent permitted by
Nevada corporate law. Such indemnification includes the advancement of costs
and expenses and extends to all matters, except those in which there has been
intentional misconduct, fraud, a knowing violation of law, or the payment of
dividends in violation of the Nevada Revised Statutes and could include
indemnification for liabilities under the provisions of the Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by a
director, officer, or controlling person of the Company in the successful
defense of any action, suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities subject to this
offering, the Company 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 of 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.
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TABLE OF CONTENTS
- --------------------------------
Section Page LARSON DAVIS
INCORPORATED
Prospectus Summary............3
Risk Factors..................5
Use of Proceeds...............7
Plan of Distribution..........7
Selling Shareholders..........9
Legal Matters................10
Experts......................10 100,000 Shares of Common Stock
Additional Information and
Incorporation of Certain
Information by Reference.....10
Commission Position on
Indemnification for
Securities Act Liabilities .11
No dealer, salesman, or other
person has been authorized in
connection with this offering to
give any information or to make
any representation other than as
contained in this Prospectus and,
if made, such information or
representation must not be relied ------------------------------
on as having been authorized by
the Company or the Selling PROSPECTUS
Shareholders. This Prospectus
does not constitute an offer to ------------------------------
sell or the solicitation of an
offer to buy any securities
covered by this Prospectus in
any state or other jurisdiction
to any person to whom it is
unlawful to make such offer or
solicitation in such state or
jurisdiction. ________________, 1996
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are the estimated expenses in connection with the
distribution of the securities being registered:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration fee $ 200
Legal fees 3,500
State "blue sky" fees and expenses (including attorneys' fees) 500
Accounting fees and expenses 200
Printing expenses 100
Listing fees 500
------
Total $5,000
</TABLE>
All expenses, except the SEC fees, are estimates.
The Selling Shareholder will not bear any portion of the foregoing
expenses, but will pay fees in connection with the sale of the Common Stock
offered hereby in those transactions completed to or through securities broker
and/or dealers in the form of markups, markdowns, or commissions.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.037 of the Nevada corporation law and "ARTICLE VII.
INDEMNIFICATION OF DIRECTORS AND OFFICERS" of the Registrant's articles of
incorporation provide for indemnification of the Registrant's directors and
officers in a variety of circumstances, which may include liabilities under the
Securities Act of 1933, as amended.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons pursuant to the
foregoing provisions, the Registrant has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is contrary to
public policy as expressed in the Securities Act and, therefore, is
unenforceable. (See "ITEM 28. UNDERTAKINGS.")
ITEM 16. EXHIBITS
Copies of the following documents are included as exhibits to this
Registration Statement, pursuant to item 601 of regulation S-K. The index to
exhibits required by such item appears at page 19.
Exhibits
<TABLE>
<CAPTION>
SEC
Exhibit Reference
No. No. Title of Document Location
<S> <C> <C> <C>
1 (3) Articles of Incorporation, as amended Exhibit to report on
November 3, 1987 Form 10-K for the year
ended June 30, 1988*
2 (3) Certificate of Amendment to the Exhibit to report on
Articles of Incorporation Form 10-K for the year
ended June 30, 1989*
3 (3) Designation of Rights, Privileges, and Registration Statement
Preferences of 1995 Series Preferred Stock filed on Form SB-2,
Exhibit 3, SEC File
No. 33-59963*
4 (3) Bylaws Registration Statement
filed on Form S-18,
Exhibit 5, SEC File
No. 33-3365-D*
5 (4) Form of $6.25 Warrant with list of Exhibit to report on
investors Form 10-KSB for the
year ended
June 30, 1995*
6 (5) Opinion of Kruse, Landa & Maycock, L.L.C.
regarding legality of Common Stock Initial Filing
7 (23) Consent of Pritchett Siler & Hardy, P.C.
(formerly Peterson, Siler & Stevenson, P.C.) This Filing
8 (23) Consent of Kruse, Landa & Maycock, L.L.C. See Exhibit No. 6
</TABLE>
[FN]
*Incorporated by reference
ITEM 17. UNDERTAKINGS
Post-Effective Amendments. [Regulation S-B, Item 512(a)]
The undersigned Registrant will:
(1) File, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
additional or changed material information on the plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new Registration Statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
Indemnification. [Regulation S-B, Item 512(e)]
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or
paid by a director, officer, or controlling person of the small business issuer
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 small business issuer will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
Rule 430. [Regulation S-B, Item 512(f)]
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this preliminary prospectus in reliance on rule 430A and contained in the
form of prospectus filed by the Registrant pursuant to rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
preliminary prospectus of the time it was declared effective.
(2) For the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus 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.
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. 2 to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Provo, state of Utah, on the 29th day
of July, 1996.
LARSON DAVIS INCORPORATED
(Registrant)
By /s/ Dan J. Johnson
------------------------------
Dan J. Johnson, Vice-President,
Secretary/Treasurer
Pursuant to the requirements of the Securities Act, this Amendment No. 2 to
Registration Statement has been signed below by the following persons in the
capacities indicated and on the 29th day of July, 1996.
/s/ Brian G. Larson
- -----------------------------
Brian G. Larson, Director and
President
(Principal Executive Officer)
/s/ Larry J. Davis
- ------------------------------
Larry J. Davis, Director and
Vice-President
/s/ Dan J. Johnson
- ------------------------------
Dan J. Johnson, Director and
Vice-President,
Secretary, and Treasurer
(Principal Financial
and Accounting Officer)
/s/ William E. Hosker
- -----------------------------
William E. Hosker, Director
- -----------------------------
Gerard L. Seelig, Director
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Amendment No. 2 to the Registration Statement on Form S-3 for Larson Davis
Incorporated, of our report dated August 4, 1995, relating to the June 30, 1995
financial statements of Larson Davis Incorporated, which appears in such
Prospectus. We also consent to the reference to us under the heading "Experts."
/s/ Pritchett Siler & Hardy, P.C.
PRITCHETT SILER & HARDY, P.C.
(formerly Peterson, Siler & Stevenson, P.C.)
Salt Lake City, Utah
July 31, 1996
