As Filed: May 27, 1998 SEC File No. 333-49989
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
Registration Statement on Form S-3
Under the Securities Act of 1933
LARSONoDAVIS INCORPORATED
(Exact name of registrant as specified in its charter)
Nevada 87-0429944
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1681 West 820 North, Provo, Utah 84601 (801) 375-0177
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Andrew Bebbington, 1681 West 820 North, Provo, Utah 84601 (801) 375-0177
(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) 531-7091
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.[ ]
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.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following
box.[ ]
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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(1) Per Unit(2) Price Registration Fee
- ---------------------------------- ------------- ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock(3) 2,480,605 $2.3125 $5,736,398 $1,693
</TABLE>
[FN]
(1) There are also registered pursuant to rule 416 such additional number of
securities as may be issuable under the antidilution provisions of the
Company's warrants to purchase common stock.
(2) Estimated solely for purposes of calculating the registration fee.
(3) The price of the Common Stock is based on the closing price for the Common
Stock of $2.3125 as reported by Nasdaq on April 10, 1998 (rule 457(c)).
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.
Subject to Completion Preliminary Prospectus
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 such state.
2,132,226 Shares
LARSONoDAVIS INCORPORATED
Common Stock
This Prospectus relates to the public offering by certain shareholders (the
"Selling Shareholders") of (i) 1,432,226 shares (subject to adjustment based on
the conversion provisions) of common stock, par value $0.001 per share (the
"Common Stock"), of LarsonoDavis Incorporated (the "Company") issuable on the
conversion of issued and outstanding shares of 1998 Series A Preferred Stock of
the Company, par value $0.001 per share (the "1998 Preferred Stock"); and (ii)
up to 700,000 shares of Common Stock issuable on the exercise of outstanding
warrants to purchase shares of Common Stock at $4.50 per share (the "$4.50
Warrants"). (See "SELLING SHAREHOLDERS" and "PLAN OF DISTRIBUTION.")
The Common Stock is quoted on the Nasdaq National Market ("Nasdaq National
Market") under the trading symbol "LDII." The last price for the Common Stock as
of May 21, 1998, as reported by Nasdaq National Market, was $2.875 per share.
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.
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Underwriting Discounts Proceeds to Selling
Price to Public(1) and Commissions(2) Shareholders(3)
------------------ ---------------------- -------------------
<S> <C> <C> <C>
Per Share $2.875 - $2.875
Total $6,130,150 - $6,130,150
</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 $2.875 per share as
reported by Nasdaq National market on May 21, 1998.
(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 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 $42,500. (See "PLAN OF DISTRIBUTION.")
The date of this Prospectus is , 1998.
The Selling Shareholders may offer the Common Stock through or to
securities brokers or dealers designated by them in the trading market for the
Common Stock or in other transactions negotiated by the Selling Shareholders.
Any such sale of Common Stock by Selling Shareholders must be accompanied by, or
follow the delivery of, a Prospectus that is part of a current registration
statement relating to the Common Stock being offered, unless a Selling
Shareholder elects 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 $42,500 for filing and
listing fees, transfer agent costs, 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.")
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's following reports are hereby incorporated by reference into this
Prospectus:
. Annual report on Form 10-K for the fiscal year ended December 31, 1997.
. Quarterly report on Form 10-Q for the quarter ended March 31, 1998.
. Interim report on Form 8-K dated January 7, 1998.
. Interim report on Form 8-K dated February 13, 1998.
. Interim report on Form 8-K dated May 1, 1998.
. The description of the Company's Common Stock included in its
registration statement of Form 8-A, SEC Number 0-17020, effective March
4, 1997.
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 into this Prospectus by this reference.
Any statement contained in a document incorporated or deemed to be
incorporated herein shall be deemed to be modified or superseded for purpose of
this Prospectus to the extent a statement contained herein or in any other
subsequently filed document which also is incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company is subject to the periodic reporting 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"). 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 (not including the exhibits
thereto), to anyone requesting a copy. Requests should be directed to Craig
Allen, Chief Financial Officer, LarsonoDavis Incorporated, 1681 West 820 North,
Provo, Utah 84601, telephone (801) 375-0177.
No person is authorized to provide any information or to make any
representation not contained in this Prospectus and any such information or
representation made or given must not be relied on as having been authorized by
the Company. Neither the delivery of this Prospectus nor any sale under this
Prospectus shall, under any circumstance, create any implication that the
information in this Prospectus is current as of such date.
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 that are incorporated into this
Prospectus by reference.
The Company
The Company is engaged in the design and development of analytical
instruments. The Company has been in the business of developing, manufacturing,
and marketing precision acoustical and vibration instrumentation since 1981.
The Company is currently committed to commercializing four additional families
of products, its time-of-flight mass spectrometry related instruments ("TOFMS"),
its separation technology ("SFC"), its polymer analysis technology
("CrossCheck"), and its particle analysis technology ("PAMS"). In 1996, the
Company initiated sales of its TOF2000, to the semiconductor industry through an
exclusive marketing agreement with a major distributor to this market. The
Company is currently refining other related technologies to design low-cost,
high-speed, mass spectrometry-based data acquisition and digital processing
products for potential applications in other industries.
The Company is dedicating significant amounts to technological research,
product development, and marketing strategies. The Company believes that the
patents underlying its technologies are either unique or represent advances on
existing products in the analytical instrumentation market and that it can
design and produce instruments that are technically superior to those available
today. However, much of the potential success of the Company depends on the
successful development of commercial products, the existence or creation of a
market demand for any products that may be developed, the ability of the Company
to achieve significant market penetration for any such products in several large
markets against strong competition, the ability to enforce its patents, and the
ability of the Company to produce and market any such products on a profitable
basis. Such an effort requires a significant dedication of time, expertise, and
money, and there can be no assurance of ultimate success.
This Prospectus and the Company's reports filed with the Commission contain
certain forward looking statements and information relating to the Company and
its business that are based on the beliefs of management of the Company and
assumptions made concerning information currently available to management. Such
statements reflect the current views of management of the Company and are not
intended to be accurate descriptions of the future. The discussion of the
future business prospects of the Company is subject to a number of risks and
assumptions, including the completion of commercial products within projected
time frames, the market acceptance of products, the ability of the Company to
successfully address technical and manufacturing problems in producing new
products, the Company's ability to enter into favorable strategic alliances,
joint ventures, or other collaborative arrangements with established industry
partners, the success of the marketing efforts of the Company and the entities
with which it has agreements, the success of the Company in developing its
technology and designing and constructing products based on that technology, the
ability of the Company to successfully protect its patent rights to prevent
competitors from benefiting from the technology, the ability of the Company to
compete with larger, more established entities, and the ability of the Company
to obtain the necessary financing to successfully complete its goals. Should
one or more of these or other risks materialize or if the underlying assumptions
of management prove incorrect, actual results of the Company may vary materially
from those described. The Company does not intend to update these forward
looking statements, except as may occur in the regular course of its periodic
reporting obligations.
The Company has two active wholly-owned subsidiaries, LarsonoDavis
Laboratories ("LDL"), and Sensar Corporation ("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 2,132,226
shares of Common Stock issuable on the conversion of the 1998 Preferred Stock or
the exercise of the $4.50 Warrants. The number of shares offered may vary based
on the conversion provisions of the Preferred Stock, which are based on the
trading price of the Common Stock at the time of conversion.
The 1998 Preferred Stock and $4.50 Warrants were issued as units in a
private placement (the "Private Placement") to a limited number of investors.
The Private Placement was conducted in reliance on exemptions from the
registration requirements of the Securities Act and, as such, the 1998 Preferred
Stock and $4.50 Warrants issued in the Private Placement and any Common Stock
that may be issued on conversion of the 1998 Preferred Stock or exercise of the
$4.50 Warrants are restricted securities and are not transferable, except
pursuant to a registration statement or an available exemption from
registration.
This Prospectus is part of a Registration Statement filed to meet the
Company's contractual obligation to permit the sale by the Selling Shareholders
of the Common Stock to be issued on the conversion of the 1998 Preferred Stock
and the exercise of the $4.50 Warrants. (See "PLAN OF DISTRIBUTION.")
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<S> <C>
Securities offered by the Selling Shareholders 2,132,226 shares of Common
Stock. (See "PLAN OF
DISTRIBUTION.")
Common Stock outstanding before offering 12,547,636 shares(1)
Common Stock outstanding after offering 14,679,862 shares(2)
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 shares issuable under: (i) options to purchase 2,560,976
shares of Common Stock at exercise prices ranging from $2.00 to $7.50 per
share with an average weighted exercise price of $4.31 per share; (ii) the
1998 Preferred Stock; (iii) warrants to acquire 2,100,167 shares of Common
Stock at an average weighted exercise price of $7.11; or (iv) the $4.50
Warrants. (See "PRINCIPAL SHAREHOLDERS" and "PLAN OF DISTRIBUTION.")
(2) Does not include options to purchase 2,560,976 shares of Common Stock at
exercise prices ranging from $2.00 to $7.50 per share with an average
weighted exercise price of $4.31 per share, or warrants to acquire
2,100,167 shares of Common Stock at an average weighted exercise price
of $7.11 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 outstanding $4.50 Warrants, for which there is no obligation, the Company
would receive gross proceeds of $3,150,000. (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
Risks Inherent in the Development of Marketable Products. The Company's
current losses are partially the result of increased expenses associated with
the effort to develop commercial products based on the Company's acquired and
internally developed technology. Since September 30, 1995 (the fiscal quarter
immediately prior to the acquisition of Sensar Corporation), the Company's
research and development expenses have increased from an average of
approximately 14% of revenues to an average of approximately 42% of revenues.
Over the same period of time, selling, general, and administrative expenses have
increased from approximately 48% of revenues to approximately 59% of revenues.
While the Company has recently introduced some new products, it is anticipated
that the development effort will continue to require the expenditure of
significant amounts. There can be no assurance that the technology of the
Company can be developed into marketable products that will be sufficiently
successful to recover the research and development costs and the carrying value
of the related technology. In the event the Company is unable to develop
sufficiently successful products, it may be required to write the carrying value
of the related technology reflected on its balance sheets down and charge such
reduction to current operations, thereby increasing the losses of the Company.
Risks Associated with Delays in the Company's Development Efforts. The
Company has experienced delays in the development and introduction of marketable
products, both in its acoustics and vibration products and products based on
acquired technology. The introduction of several recent planned acoustic and
vibration products and its Jaguar Mass Spectrometer were delayed in excess of
one year. As a result of such delays, revenues from new products have been
lower than anticipated. Continuing delays in the introduction of products will
result in ongoing losses until such time as revenues from new products increase
significantly. Such losses may make it difficult or impossible for the Company
to obtain the necessary funding to continue its development effort.
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 possible that the interest of the Company's
shareholders will continue to be diluted if 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 development, business acquisitions and
dispositions, and operating losses have been primarily met by the sale of equity
securities. The Company received net proceeds of approximately $4,600,000 for
the year ended December 31, 1997, $1,500,000 in the six months ended December
31, 1996, and $9,300,000 in the year ended June 30, 1996. Since December 31,
1997, the Company has received gross proceeds of approximately $3,900,000 from
the Private Placement and the exercise of warrants. 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 reports on Form 10-Q for the quarter ended
March 31, 1998, and on Form 10-K for the year ended December 31, 1997,
incorporated herein by reference.)
Continuing Significant Losses. The Company had a net loss of $1,045,997
for the quarter ended March 31, 1998, $14,817,811 for the year ended December
31, 1997, $1,643,920 for the six months ended December 31, 1996, and $1,706,248
for the year ended June 30, 1996. The Company expects continued losses in the
near future. If the Company continues to experience ongoing operating losses,
this may adversely affect the Company's ability to obtain any additional
financing it may need in the future and may ultimately adversely affect the
Company's ability to continue as a going concern.
Risks Associated With Patent Protections. The Company's acquired
technology is subject to various patents. These patents have primarily been
granted since 1990. None of the patents have been the subject of patent
litigation. Patents provide protection to the inventor for a limited time
(typically 17 to 20 years), require disclosure of the patented concept which may
permit others to accomplish the same end by different methods, and can be
challenged. To the extent that the Company is not able to successfully defend
its patents in the case of a challenge or it loses its patent protection, either
through the passage of time or the successful duplication of the result without
patent infringement, the Company would no longer be able to prevent competitors
from manufacturing and marketing products directly competitive to its proposed
products. Such a result may have a material adverse impact on the future of the
Company.
Dependence on Independent Representatives. The Company's products are
marketed through independent representatives. The Company does not have control
over the business of such representatives. The loss or business failure of one
or more of these representatives could have a material adverse impact on the
business of the Company.
Dependence on SAES Getters. The Company markets its TOF2000 product to the
semiconductor industry primarily through SAES Getters S.p.A. ("SAES"). SAES did
not meet its minimum sales requirements in 1996 and 1997. While the failure of
SAES to meet these requirements permits the Company to market the product
directly or to license it to another third-party, if SAES continues to not meet
its minimum sales requirements, this could adversely affect the future prospects
of the Company.
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 does not maintain key man life
insurance on any of its employees for the benefit of the Company. (See
"DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT" included in the Company's
report on Form 10-K for the year ended December 31, 1997, incorporated herein by
reference.)
Risks of International Sales. Sales outside the United States make up a
significant portion of the Company's revenues. Accordingly, the Company's
future results could be adversely affected by a variety of factors, including
changes in foreign currency exchange rates, changes in a specific country's or
region's political or economic conditions, trade protection measures, import or
export licensing requirements, the overlap of different tax structures,
unexpected changes in regulatory requirements, and natural disasters.
Risk of Termination of Line of Credit. The Company terminated its line of
credit since the credit costs were so high in comparison with the credit limits
and the borrowing terms so restrictive. The Company no longer has a working line
of credit, and there can be no assurance that it will be able to obtain a line
of credit in the future. If a line of credit is not available, it could
materially adversely affect the Company.
Intense Competition. The development and marketing of precision analytical
instruments is highly competitive. Many of the Company's competitors have
greater financial resources, broader development programs, greater customer
recognition, and a greater number of managerial and technical personnel.
Because the Company's resources are limited and it has not established a
significant market share for its products, 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-K for the year ended December 31, 1997,
incorporated herein by reference.)
Future Charges Related to Capitalized Costs. Included in 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 estimated useful lives of the associated assets, ranging from
one to fifteen years. As of March 31, 1998, the Company had intangible assets,
net of accumulated amortization, with respect to these items of $3,013,421.
This amount will be charged to expense over the remaining amortization periods
and will consequently reduce earnings in future periods. (See "Financial
Statements" included in the Company's reports on Form 10-Q for the quarter ended
March 31, 1998, and on Form 10-K for the year ended December 31, 1997,
incorporated herein by reference.)
General Risks Relating to Offering
Market Impact of Offering. This Prospectus relates to the sale of
2,132,226 shares of Common Stock (subject to adjustment) by the Selling
Shareholders. The Company will not receive any proceeds from these sales and
has prepared this Prospectus in order to meet its contractual obligations to the
Selling Shareholders. The shares that can be sold by the Selling Shareholders
under this Prospectus represent approximately 17.0% 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.
Risks Associated with the Potential Exercise of the Substantial Options and
Warrants Outstanding. The Company has issued and outstanding warrants and
options to purchase up to 5,361,143 shares of Common Stock. Of this amount,
1,375,000 shares of Common Stock are subject to options held by executive
officers and directors with exercise prices ranging from $2.9375 to $6.50 per
share. The existence of such rights to acquire Common Stock at fixed prices may
prove a hindrance to future equity and debt financing by the Company and the
exercise of such rights will dilute the percentage ownership interest of the
stockholders of the Company and may dilute the value of their ownership. The
sale of the Common Stock pursuant to this Prospectus and the possible future
sale of Common Stock issuable on the exercise of other outstanding rights could
adversely affect the prevailing market price of the Company's Common Stock.
Further, the holders of the outstanding rights 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. The Selling Shareholders reviewed certain
information concerning the Company, its business, and its proposed activities in
connection with their acquisition of the 1998 Preferred Stock or the $4.50
Warrants. However, 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.
Potential for 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 May 21, 1998, 12,547,636
shares of Common Stock and 3,500 shares of 1998 Preferred Stock were issued and
outstanding, with an additional approximately 7.6 million shares of Common Stock
reserved for issuance on the exercise or conversion of preferred stock,
warrants, and options. 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.
Lack of Objective Standards in Determination of Purchase and Exercise
Price. The terms of the 1998 Preferred Stock and the $4.50 Warrants were
determined by negotiations between the Company and the Selling Shareholders
holding such 1998 Preferred Stock and $4.50 Warrants. These negotiations took
into account the history of, and recent prices for, the Common Stock as quoted
on Nasdaq, the business history and prospects of the Company, an assessment of
the Company's management, the Company's need for capital, the number of
securities to be offered, and the general condition of the securities market.
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 do not
necessarily bear a relationship to the assets, earnings, or book value of the
Company or any other traditional criteria of value. (See "MARKET FOR
REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS" included in the
Company's report on Form 10-K for the year ended December 31,1997, incorporated
herein by reference and "PLAN OF DISTRIBUTION.")
No Dividends. The Company has not paid, and does not plan to pay,
dividends on its Common Stock in the foreseeable future, even if it were
profitable. (See "PLAN OF DISTRIBUTION.") Other than the payment of its
obligations to the holders of the 1998 Preferred Stock, 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 $42,500 in connection with the transactions described in this
Prospectus, including filing fees, transfer agent costs, printing costs, listing
fees, and legal and accounting fees. If all of the $4.50 Warrants 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 additional gross proceeds of
$3,150,000. To the extent that net proceeds from the exercise of the $4.50
Warrants 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 corporate purposes.
PLAN OF DISTRIBUTION
Restricted Nature of Securities
The 1998 Preferred Stock and the $4.50 Warrants were issued in the Private
Placement and they, together with any Common Stock issued on their conversion or
exercise, are restricted securities as that term is defined in the rules and
regulations adopted under the Securities Act. The 1998 Preferred Stock, and
$4.50 Warrants, and the Common Stock issued on the conversion of the 1998
Preferred Stock or the exercise of the $4.50 Warrants may not be transferred in
the absence of registration under the Securities Act or the availability of an
applicable exemption from the registration requirements of the Securities Act
and applicable state securities laws. The Registration Statement of which this
Prospectus forms a part is filed to register the sale by the Selling
Shareholders of the Common Stock to be issued on the conversion of the 1998
Preferred Stock and the exercise of the $4.50 Warrants.
Sale of Common Stock by Selling Shareholders
The Common Stock may be sold from time to time by the Selling Shareholders
or by pledgees, transferees, or other successors in interest, on the Nasdaq
National Market (or such other exchange on which the securities are listed at
the time of sale) at prices and terms then prevailing or related to the then
current market price, or directly to purchasers in privately negotiated
transactions. The Common Stock may be sold by various methods, including, but
not limited to, (a) directly to a purchaser in a privately negotiated
transaction; (b) to securities brokers or dealers as principals; (c) in market
transactions through broker-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; (d) in block
transactions in which a broker or dealer may act as an agent of the Selling
Shareholder or may position and resell all or a portion of the block as a
principal in order to facilitate the transaction; (e) in connection with a
foreclosure or other transaction by the holder of a security interest in the
stock; or (f) in transactions exempt from the registration requirements of the
Securities Act, including transactions made in reliance on Rule 144. 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.
There can be no assurance that the Selling Shareholders will sell any or
all of the Common Stock subject to this Prospectus.
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 percentage calculations for the number of shares
subject to the 1998 Preferred Stock and $4.50 Warrants and the total number of
shares held by each Selling Shareholder gives effect to the acquisition of
Common Stock on the conversion or exercise of the 1998 Preferred Stock or $4.50
Warrants held by such Selling Shareholder. The number of shares of Common Stock
shown for the conversion of the 1998 Preferred Stock is based on the price of
the Common Stock, as reported by Nasdaq, of $2.875 as of May 21, 1998. Under
the provisions of the Preferred Stock, it is convertible at 85% of the market
price of the Common Stock at the time of conversion so the number of shares of
Common Stock issuable on conversion will vary depending on changes in the market
price of the Common Stock. Except as specifically noted, none of the Selling
Shareholders hold securities of the Company that are not being sold pursuant to
this Prospectus.
The Selling Shareholders named below confirmed at the time they acquired
the 1998 Preferred Stock and $4.50 Warrants that such securities were acquired
for investment purposes only and without a view toward their resale and
acknowledged the existence of restrictions on resale applicable to such
securities. Such Selling Shareholders can sell such securities only in limited
circumstances. The Company is not aware of any intention by any Selling
Shareholder to sell the 1998 Preferred Stock or the $4.50 Warrants prior to
their conversion or exercise. This offering relates only to the sale of shares
of 1998 Preferred Stock or the $4.50 Warrants to be held by the Selling
Shareholders named in the following table on conversion of the 1998 Preferred
Stock or exercise of the $4.50 Warrants.
<TABLE>
<CAPTION>
Now Owned Securities After Offering
------------------------- ------------- -------------------------
Selling Shareholders Number(1) Percent(2) To Be Sold(3) Number Percent(4)
- ------------------------------ --------- ---------- ------------- -------- ----------
<S> <C> <C> <C> <C> <C>
Ferdi N. Levi
Common Stock 0 0.0% 0 0 0.0%
1998 Preferred Stock 3,581 0.0% 3,581 0 0.0%
$4.50 Warrants 1,750 0.0% 1,750 0 0.0%
----- ---- ----- ------ ----
Total 5,331 0.0% 5,331 0 0.0%
Shekel Hakodesh
Common Stock 0 0.0% 0 0 0.0%
1998 Preferred Stock 3,581 0.0% 3,581 0 0.0%
$4.50 Warrants 1,750 0.0% 1,750 0 0.0%
----- ---- ----- ------ ----
Total 5,331 0.0% 5,331 0 0.0%
Richard Bruce Raminowitz
Common Stock 0 0.0% 0 0 0.0%
1998 Preferred Stock 3,581 0.0% 3,581 0 0.0%
$4.50 Warrants 1,750 0.0% 1,750 0 0.0%
----- ---- ----- ------ ----
Total 5,331 0.0% 5,331 0 0.0%
Tom Meyer
Common Stock 0 0.0% 0 0 0.0%
1998 Preferred Stock 7,161 0.1% 7,161 0 0.0%
$4.50 Warrants 3,500 0.0% 3,500 0 0.0%
------ ---- ------ ------ ----
Total 10,661 0.1% 10,661 0 0.0%
Haskell Nebensahl
Common Stock 0 0.0% 0 0 0.0%
1998 Preferred Stock 7,161 0.1% 7,161 0 0.0%
$4.50 Warrants 3,500 0.0% 3,500 0 0.0%
------ ---- ------ ------ ----
Total 10,661 0.1% 10,661 0 0.0%
Clifton Management &
Trading, Inc.
Common Stock 0 0.0% 0 0 0.0%
1998 Preferred Stock 7,161 0.1% 7,161 0 0.0%
$4.50 Warrants 3,500 0.0% 3,500 0 0.0%
------ ---- ------ ------ ----
Total 10,661 0.1% 10,661 0 0.0%
Seth Joseph Antine
Common Stock 0 0.0% 0 0 0.0%
1998 Preferred Stock 7,161 0.1% 7,161 0 0.0%
$4.50 Warrants 3,500 0.0% 3,500 0 0.0%
------ ---- ------ ------ ----
Total 10,661 0.1% 10,661 0 0.0%
Josh Berkowitz
Common Stock 0 0.0% 0 0 0.0%
1998 Preferred Stock 7,161 0.1% 7,161 0 0.0%
$4.50 Warrants 3,500 0.0% 3,500 0 0.0%
------ ---- ------ ------ ----
Total 10,661 0.1% 10,661 0 0.0%
Fred Rudy
Common Stock 0 0.0% 0 0 0.0%
1998 Preferred Stock 7,161 0.1% 7,161 0 0.0%
$4.50 Warrants 3,500 0.0% 3,500 0 0.0%
------ ---- ------ ------ ----
Total 10,661 0.1% 10,661 0 0.0%
Moshe Mueller(5)
Common Stock 6,000 0.0% 0 6,000 0.0%
1998 Preferred Stock 7,161 0.1% 7,161 0 0.0%
$4.50 Warrants 3,500 0.0% 3,500 0 0.0%
------ ---- ------ ------ ----
Total 16,661 0.1% 10,661 0 0.0%
Friends of Kiryat Meor
Chaim
Common Stock 0 0.0% 0 0 0.0%
1998 Preferred Stock 14,322 0.1% 14,322 0 0.0%
$4.50 Warrants 7,000 0.1% 7,000 0 0.0%
------ ---- ------ ------ ----
Total 21,322 0.2% 21,322 0 0.0%
Shor Yoshuv Institute
Common Stock 0 0.0% 0 0 0.0%
1998 Preferred Stock 21,483 0.2% 21,483 0 0.0%
$4.50 Warrants 10,500 0.1% 10,500 0 0.0%
------ ---- ------ ------ ----
Total 31,983 0.3% 31,983 0 0.0%
The Jerusalem Fund, Inc.
Common Stock 0 0.0% 0 0 0.0%
1998 Preferred Stock 21,483 0.2% 21,483 0 0.0%
$4.50 Warrants 10,500 0.1% 10,500 0 0.0%
------ ---- ------ ------ ----
Total 31,983 0.3% 31,983 0 0.0%
OHR Somayach
Tanenbaum
Common Stock 0 0.0% 0 0 0.0%
1998 Preferred Stock 21,483 0.2% 21,483 0 0.0%
$4.50 Warrants 10,500 0.1% 10,500 0 0.0%
------ ---- ------ ------ ----
Total 31,983 0.3% 31,983 0 0.0%
Yeshiva of Telshe Alumni
Common Stock 0 0.0% 0 0 0.0%
1998 Preferred Stock 21,483 0.2% 21,483 0 0.0%
$4.50 Warrants 10,500 0.1% 10,500 0 0.0%
------ ---- ------ ------ ----
Total 31,983 0.3% 31,983 0 0.0%
Abraham Elias
Common Stock 0 0.0% 0 0 0.0%
1998 Preferred Stock 21,483 0.2% 21,483 0 0.0%
$4.50 Warrants 10,500 0.1% 10,500 0 0.0%
------ ---- ------ ------ ----
Total 31,983 0.3% 31,983 0 0.0%
BHSY Special Projects
Common Stock 0 0.0% 0 0 0.0%
1998 Preferred Stock 146,803 1.2% 146,803 0 0.0%
$4.50 Warrants 71,750 0.6% 71,750 0 0.0%
------- ---- ------- ------ ----
Total 218,553 1.7% 218,553 0 0.0%
Philip Huberfeld
Common Stock 0 0.0% 0 0 0.0%
1998 Preferred Stock 42,967 0.3% 42,967 0 0.0%
$4.50 Warrants 21,000 0.2% 21,000 0 0.0%
------ ---- ------ ------ ----
Total 63,967 0.5% 63,967 0 0.0%
Rita Folger
Common Stock 0 0.0% 0 0.0%
1998 Preferred Stock 42,967 0.3% 42,967 0 0.0%
$4.50 Warrants 21,000 0.2% 21,000 0 0.0%
------ ---- ------ ------ ----
Total 63,967 0.5% 63,967 0 0.0%
Fagey Steinberg
Common Stock 0 0.0% 0 0 0.0%
1998 Preferred Stock 42,967 0.3% 42,967 0 0.0%
$4.50 Warrants 21,000 0.2% 21,000 0 0.0%
------ ---- ------ ------ ----
Total 63,967 0.5% 63,967 0 0.0%
American Friends of
Tiferet Tiberias
Institutions, Inc.
Common Stock 0 0.0% 0 0 0.0%
1998 Preferred Stock 42,967 0.3% 42,967 0 0.0%
$4.50 Warrants 21,000 0.2% 21,000 0 0.0%
------ ---- ------ ------ ----
Total 63,967 0.5% 63,967 0 0.0%
Chesed Avraham
Common Stock 0 0.0% 0 0 0.0%
1998 Preferred Stock 42,967 0.3% 42,967 0 0.0%
$4.50 Warrants 21,000 0.2% 21,000 0 0.0%
------ ---- ------ ------ ----
Total 63,967 0.5% 63,967 0 0.0%
Richard Stadtmaur
Common Stock 0 0.0% 0 0 0.0%
1998 Preferred Stock 85,934 0.7% 85,934 0 0.0%
$4.50 Warrants 42,000 0.3% 42,000 0 0.0%
------- ---- ------- ------ ----
Total 127,934 1.0% 127,934 0 0.0%
Wayne Saker
Common Stock 0 0.0% 0 0 0.0%
1998 Preferred Stock 100,256 0.8% 100,256 0 0.0%
$4.50 Warrants 49,000 0.4% 49,000 0 0.0%
------- ---- ------- ------ ----
Total 149,256 1.2% 149,256 0 0.0%
Murray Kushner
Common Stock 0 0.0% 0 0 0.0%
1998 Preferred Stock 114,578 0.9% 114,578 0 0.0%
$4.50 Warrants 56,000 0.4% 56,000 0 0.0%
------- ---- ------- ------ ----
Total 170,578 1.3% 170,578 0 0.0%
Jules Norducht
Common Stock 20,000 0.2% 0 20,000 0.1%
1998 Preferred Stock 143,223 1.1% 143,223 0 0.0%
$4.50 Warrants 70,000 0.6% 70,000 0 0.0%
------- ---- ------- ------ ----
Total 233,223 1.8% 213,223 20,000 0.1%
Charles Kushner
Common Stock 0 0.0% 0 0 0.0%
1998 Preferred Stock 200,512 1.6% 200,512 0 0.0%
$4.50 Warrants 98,000 0.8% 98,000 0 0.0%
------- ---- ------- ------ ----
Total 298,512 2.3% 298,512 0 0.0%
The Ace Foundation
Common Stock 0 0.0% 0 0 0.0%
1998 Preferred Stock 243,478 1.9% 243,478 0 0.0%
$4.50 Warrants 119,000 0.9% 119,000 0 0.0%
------- ---- ------- ------
Total 362,478 2.8% 362,478 0 0.0%
</TABLE>
[FN]
(1) This column reflects shares of Common Stock owned by the Selling
Shareholders, assuming the conversion of the 1998 Preferred Stock based
on the closing price of the Company's Common Stock of $2.875 as of
May 21, 1998, and the exercise of the $4.50 Warrants.
(2) The percentage ownership of Common Stock is calculated based on the total
number of issued and outstanding shares of 12,547,636 as of May 21, 1998.
The percentage ownership of each category of 1998 Preferred Stock and
$4.50 Warrants assumes the conversion of the 1998 Preferred Stock or the
exercise of the $4.50 Warrants, as the case may be, held by the individual
Selling Shareholder. The percentage calculation for the total held by
each Selling Shareholder assumes the conversion of all of the 1998
Preferred Stock or the exercise of all of the $4.50 Warrants held by that
Selling Shareholder.
(3) Reflects the number of shares of Common Stock to be sold pursuant to the
offering described in this Prospectus.
(4) The percentage ownership calculations after the offering assume the
conversion or exercise of all the 1998 Preferred Stock and $4.50 Warrants
necessary to issue all of the shares of Common Stock subject to this
offering, increasing the issued and outstanding Common Stock to 14,679,862.
(5) Mr. Mueller is a principal in Mueller & Company, which acted as a finder
in connection with the placement of the 1998 Preferred Stock and $4.50
Warrants by the Company. Mueller & Company was paid an aggregate of
$210,000 by the Company for such services.
DESCRIPTION OF SECURITIES TO BE REGISTERED
The description of the Company's Common Stock is incorporated by this
reference to the Company's registration statement on Form 8-A, SEC File Number
0-17020, effective March 4, 1997.
The transfer agent for the Company's Common Stock is Progressive Transfer
Company, 1981 East 4800 South, Suite 100, Salt Lake City, Utah 84117, telephone
(801) 277-1400.
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 Common Stock
issuable on conversion or exercise of the 1998 Preferred Stock or $4.50 Warrants
will be, when issued in accordance with the terms of the Warrant Agreements,
legally issued, fully paid, and nonassessable under Nevada corporation laws.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1997, and for the year then ended, as of December 31, 1996, and for the six
months then ended, and as of June 30, 1996, and for the year then ended,
incorporated by reference in this Prospectus, have been audited by Grant
Thornton LLP, independent 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.
The consolidated financial statements of the Company for the year ended
June 30, 1995, incorporated by reference in this Prospectus, have been audited
by Peterson, Siler and Stevenson (currently known as Pritchett, Siler & Hardy,
P.C.), independent 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 Exchange
Act and, in accordance therewith, files reports and other information with the
Commission. The Company has filed with the Securities and Exchange Commission a
Registration Statement on Form S-3 under the Securities Act of 1933, as amended.
For the purposes hereof, the term "Registration Statement" means the original
Registration Statement and any and all amendments thereto. This Prospectus does
not contain all of the information set forth in the Registration Statement and
the exhibits thereto, to which reference hereby is made. 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 or a report incorporated herein by this
reference, each such statement is deemed to be qualified and amplified in all
respects by the provisions of the exhibit. Any interested party may inspect the
Registration Statement and its exhibits, as well as the other reports and
information filed by the Company, without charge, at the public reference
facilities of the Commission at its principal office at Judiciary Plaza, 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at its regional
offices at Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511, and 7 World Trade Center, Suite 1300, New York,
New York 10048. Any interested party may obtain copies of all or any portion of
the Registration Statement and its exhibits we well as the other reports and
information filed by the Company at prescribed rates from the Public Reference
Section of the Commission at its principal office at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549. In addition, the SEC maintains
an Internet site that contains reports, proxy and information statements and
other information regarding the Company and other registrants that file
electronically with the SEC at http://www.sec.gov.
The Company's Common Stock is listed on the Nasdaq National Market and
trades 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 report on Form 10-K
for the year ended December 31, 1997, its report on Form 10-Q for the quarter
ended March 31, 1998, and its interim reports on Form 8-K dated January 7, 1998,
February 13, 1998, and May 1, 1998, into this Prospectus. The Company also
incorporates the description of its Common Stock included in its registration
statement on Form 8-A, SEC Number 0-17020, effective March 4, 1997.
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.
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 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.
TABLE OF CONTENTS
Section Page LARSON.DAVIS
INCORPORATED
Prospectus Summary...................3
Risk Factors.........................5
Use of Proceeds......................8
Plan of Distribution.................8
Selling Shareholders................10
Description of Securities to be
Registered..........................13 2,132,226 Shares of Common Stock
Legal Matters.......................13
Experts.............................13
Additional Information and
Incorporation of Certain
Information by Reference..........14
Commission Position on
Indemnification for
Securities Act Liabilities........15 PROSPECTUS
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. 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. ---------------, 1998
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 $ 1,693
Legal fees 15,000
State "blue sky" fees and expenses (including attorneys' fees) 1,500
Accounting fees and expenses 5,000
Transfer agent fees 1,000
Printing expenses 807
Listing fees 17,500
---------
Total $ 42,500
=========
</TABLE>
All expenses, except the SEC fees, are estimates.
The Selling Shareholders 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 17. 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.
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
filed July 3, 1989 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) Designation of Rights, Privileges, and Exhibit to report on
Preferences of 1998 Series A Preferred Stock Form 8-K dated
February 13, 1998*
5 (3) Bylaws Registration Statement
filed on Form S-18,
Exhibit 5, SEC File
No. 33-3365-D*
6 (4) Form of Registration Rights Agreement Exhibit to report on
Form 8-K dated
February 13, 1998*
7 (4) Form of $6.25 Warrant Exhibit to report on
Form 10-KSB for the
year ended
June 30, 1996*
8 (4) Form of $4.50 Warrant Exhibit to report on
Form 8-K dated
February 13, 1998*
9 (10) 1987 Stock Option Plan of LarsonoDavis Exhibit to report on
Incorporated, as amended Form 10-K for the year
ended June 30, 1988*
10 (10) 1991 Employee Stock Award Plan of Exhibit to report on
LarsonoDavis Incorporated Form 10-K for the year
ended June 30, 1992*
11 (10) 1991 Director Stock Option and Stock Exhibit to report on
Award Plan of LarsonoDavis Form 10-K for the year
Incorporated ended June 30, 1992*
12 (10) Amended and Restated 1996 Director Exhibit to report on
Stock Option Plan Form 10-Q for
the quarter ended
March 31, 1997*
13 (10) 1997 Employee Stock Purchase Plan Exhibit to report on
Form 10-K for
the transitional
period ended
December 31, 1996*
14 (10) 1997 Stock Option and Award Plan Exhibit to report on
Form 10-Q for the
quarter ended
March 31, 1997*
15 (10) Technology License, Assumption, and Exhibit to report on
Maintenance Agreement between Form 8-K/A dated
LarsonoDavis Incorporated and June 30, 1995*
Harris Miller Miller & Hanson, Inc.,
dated August 15, 1995
16 (10) Semiconductor Industry TOF Marketing Exhibit to report on
Agreement between Sensar Corporation Form 10-QSB dated
(subsidiary of LarsonoDavis Incorporated) September 30, 1995*
and SAES Getters S.p.A.
17 (10) Product Development and Marketing Exhibit to report on
Agreement between LarsonoDavis Form 10-K for
Incorporated and System Sales the transitional
Representatives, Inc., dated period ended
September 25, 1996 December 31, 1996*
18 (10) Technical Information Agreement and Exhibit to report on
Patent License Agreement between Form 10-Q for the
LarsonoDavis Incorporated and quarter ended
Lucent Technologies, Inc., June 30, 1997*
effective as of July 1, 1997
19 (10) Consulting Agreement between LarsonoDavis Exhibit to report on
Incorporated and STAT Associates, Inc., Form 8-K dated
dated March 19, 1996 March 19, 1996*
20 (10) Executive Employment Agreement between Exhibit to report on
LarsonoDavis Incorporated and Brian G. Form 10-QSB dated
Larson, dated January 3, 1996 March 31, 1996*
21 (10) Termination Agreement between Exhibit to report on
LarsonoDavis Incorporated and Form 10-Q for the
Brian G. Larson dated November 14, 1997 quarter ended
September 30, 1997*
22 (10) Executive Employment Agreement between Exhibit to report on
LarsonoDavis Incorporated and Larry J. Form 10-QSB dated
Davis, dated January 3, 1996 March 31, 1996*
23 (10) Termination Agreement between Exhibit to report on
LarsonoDavis Incorporated and Form 10-Q for the
Larry J. Davis dated November 14, 1997 quarter ended
September 30, 1997*
24 (10) Executive Employment Agreement between Exhibit to report on
LarsonoDavis Incorporated and Dan J. Form 10-QSB dated
Johnson, dated January 3, 1996 March 31, 1996*
25 (10) Termination Agreement between Exhibit to report on
LarsonoDavis Incorporated and Form 10-Q for the
Dan J. Johnson dated November 14, 1997 quarter ended
September 30, 1997*
26 (10) Employment Agreement between Exhibit to report on
LarsonoDavis Incorporated and Craig E. Form 10-K for
Allen, dated December 9, 1996 the transitional
period ended
December 31, 1996*
27 (10) Executive Employment Agreement Exhibit to report on
between LarsonoDavis Incorporated Form 10-K for
and Andrew Bebbington, the year ended
effective November 17, 1997 December 31, 1997*
28 (10) Executive Employment Agreement Exhibit to report on
between LarsonoDavis Incorporated Form 10-K for
and Jeffrey Cohen, dated February 2, 1998 the year ended
December 31, 1997*
29 (10) Agreement to Issue Warrants to Exhibit to report on
Congregation Ahavas Tzdokah Z'Chesed Form 8-K dated
dated May 15, 1996 May 15, 1996*
30 (10) Agreement to Issue Warrants to Ezer Exhibit to report on
Mzion Organization Form 8-K dated
dated May 15, 1996 May 15, 1996*
31 (10) Form of Agreement to Issue Warrants to Exhibit to report on
Laura Huberfeld and Naomi Bodner Form 8-K dated
dated May 15, 1996 May 15, 1996*
32 (10) Form of Agreement to Issue Warrants to Exhibit to report on
Jeffrey Rubin, Lenore Katz, Robert Cohen, Form 8-K dated
Jeffrey Cohen, Allyson Cohen, and May 15, 1996*
Shawn Zimberg dated May 15, 1996
33 (10) Agreement to Issue Warrants entered into Exhibit to report on
between LarsonoDavis Incorporated and Form 8-K dated
Connie Lerner, dated May 29, 1996 May 28, 1996*
34 (10) Agreement to Issue Warrants to Exhibit to: report on
Congregation Ahavas Tzdokah Z'Chesed Form 10-K for
dated January 9, 1997, as amended the transitional
April 16, 1997, June 5, 1997, and period ended
November 14, 1997 December 31, 1996*;
Form 10-Q for the
quarter ended
March 31, 1997*;
Form 10-Q for the
quarter ended
June 30, 1997*; and
Form 10-Q for the
quarter ended
September 30, 1997*
35 (10) Agreement to Issue Warrants to Ezer Exhibit to: report on
Mzion Organization dated January 9, 1997, Form 10-K for
as amended April 16, 1997, June 5, 1997, the transitional
and November 14, 1997 period ended
December 31, 1996*;
Form 10-Q for the
quarter ended
March 31, 1997*;
Form 10-Q for the
quarter ended
June 30, 1997*; and
Form 10-Q for the
quarter ended
September 30, 1997*
36 (10) Agreement to Issue Warrants to Exhibit to: report on
Laura Huberfeld and Naomi Bodner Form 10-K for
dated January 9, 1997, as amended the transitional
April 16, 1997, June 5, 1997, and period ended
November 14, 1997 December 31, 1996*;
Form 10-Q for the
quarter ended
March 31, 1997*;
Form 10-Q for the
quarter ended
June 30, 1997*; and
Form 10-Q for the
quarter ended
September 30, 1997*
37 (10) Agreement to Issue Warrants to Exhibit to: report on
Connie Lerner, dated January 9, 1997, Form 10-K for
as amended April 16, 1997, June 5, 1997, the transitional
and November 14, 1997 period ended
December 31, 1996*;
Form 10-Q for the
quarter ended
March 31, 1997*;
Form 10-Q for the
quarter ended
June 30, 1997*; and
Form 10-Q for the
quarter ended
September 30, 1997*
Agreements relating to research and
development work performed by the
Company in 1983 for two unrelated
funding entities:
38 (10) (a) License Option Agreement between Exhibit to report on
LarsonoDavis Laboratories and Form 10-K for the year
LDL Research and Development, ended June 30, 1988*
Ltd., dated August 31, 1983
39 (10) (b) Cross License Option between Exhibit to report on
LarsonoDavis Laboratories and Form 10-K for the year
LDL Research and Development II, ended June 30, 1988*
Ltd., dated November 21, 1983
40 (16) Letter from Peterson, Siler & Stevenson Exhibit to report on
regarding change in certifying accountants Form 8-K dated
January 23, 1996*
41 (21) Subsidiaries of LarsonoDavis Incorporated Exhibit to report on
Form 10-KSB for the
year ended
June 30, 1996*
42 (5) Opinion of Kruse, Landa & Maycock, L.L.C.
regarding legality of Common Stock This Filing
43 (23) Consent of Grant Thornton LLP,
independent certified public accountants This Filing
44 (23) Consent of Pritchett Siler & Hardy, P.C.,
previous auditors for the Company
(formerly Peterson, Siler & Stevenson, P.C.) This Filing
45 (23) Consent of Kruse, Landa & Maycock, L.L.C. See Exhibit No. 42
*Incorporated by reference
</TABLE>
ITEM 17. UNDERTAKINGS
Post-Effective Amendments. [Regulation S-K, Item 512(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, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of the securities at that time to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
Incorporation of Exchange Act Filings. [Regulation S-K, Item 512(b)]
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Indemnification. [Regulation S-K, Item 512(h)]
Insofar as indemnification for liabilities arising under the Securities 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
Rule 430. [Regulation S-K, Item 512(i)]
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 registration statement in reliance on rule 430A and contained in a
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
registration statement as of the time it was declared effective.
(2) For the purpose 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. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Provo, state of Utah, on
the 26th day of May, 1998.
LARSONoDAVIS INCORPORATED
By /s/ Andrew Bebbington
Andrew Bebbington, President
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities indicated on this 26th day of May, 1998.
/s/ Andrew Bebbington
Andrew Bebbington, Director
/s/ Jeffrey Cohen
Jeffrey Cohen, Director
/s/ Stanley Friedman
Stanley Friedman, Director
Sir Colin Dollery, Director
/s/ Craig E. Allen
Craig E. Allen, Principal Financial
and Accounting Officer
KRUSE, LANDA & MAYCOCK, L.L.C.
EIGHTH FLOOR, BANK ONE TOWER
50 WEST BROADWAY (300 SOUTH)
SALT LAKE CITY, UTAH 84101-2034
JAMES R. KRUSE TELEPHONE: (801) 531-7090
HOWARD S. LANDA TELECOPY: (801) 531-7091
ELLEN MAYCOCK MAILING ADDRESS (801) 359-3954
DAVID R. KING Post Office Box 45561
KEITH L. POPE Salt Lake City, Utah 84145-0561
LYNDON L. RICKS
JODY L. WILLIAMS
STEVEN G. LOOSLE
RICHARD C. TAGGART
DAVID C. WRIGHT
PAMELA S. NIGHSWONGER
SHANE L. HANNA OF COUNSEL
WILLIAM N. WHITE ANTHONY L. RAMPTON
May 26, 1998
Board of Directors
LarsonoDavis Incorporated
1681 West 820 North
Provo, Utah 84601
Re: LarsonoDavis Incorporated
Amendment No. 1 to Registration Statement on Form S-3
Gentlemen:
We have been engaged by LarsonoDavis Incorporated (the "Company") to render
our opinion respecting the legality of certain securities to be offered and sold
pursuant to Amendment No. 1 to the registration statement on Form S-3 being
filed by the Company with the Securities and Exchange Commission (the
"Registration Statement"). Capitalized terms used but not defined herein have
the same meanings as set forth in the Registration Statement.
In connection with this engagement, we have examined the following:
1. Articles of incorporation of the Company;
2. Bylaws of the Company;
3. The Registration Statement; and
4. Unanimous consents of the Company's board of directors.
We have examined such other corporate records and documents and have made
such other examination as we deemed relevant.
Based upon the above examination, we are of the opinion that the Common
Stock to be sold pursuant to the Registration Statement will be, when sold in
accordance with the terms set forth in the Registration Statement, legally
issued, fully paid, and nonassessable under the Nevada Revised Statutes, as
amended.
This firm consents to being named in the Prospectus included in the
Registration Statement as having rendered the foregoing opinion and as having
represented the Company in connection with the Registration Statement.
Sincerely yours,
/s/ Kruse, Landa & Maycock, L.L.C.
KRUSE, LANDA & MAYCOCK, L.L.C.
KL&M/KLP:pjc
CONSENT
We have issued our report dated February 20, 1998 accompanying the consolidated
financial statements of LarsonoDavis Incorporated and Subsidiaries appearing in
the Annual Report on Form 10-K for the fiscal year ended December 31, 1997,
which is incorporated by reference in this Registration Statement. We consent
to the incorporation by reference in the Registration Statement of the
aforementioned reports and to the use of our name as it appears under the
caption "Experts".
/s/ Grant Thornton LLP
GRANT THORNTON LLP
Provo, Utah
May 20, 1998
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference into the accompanying
Amendment No. 1 to the registration statement on Form S-3, of our report dated
August 4, 1995, relating to the June 30, 1995 financial statements of Larson-
Davis Incorporated, appearing in the annual report of Larson-Davis Incorporated
on Form 10-K for the year ended December 31, 1997.
/s/ Pritchett, Siler & Hardy, P.C.
PRITCHETT, SILER & HARDY, P.C.
(formerly Peterson, Siler & Stevenson, P.C.)
Salt Lake City, Utah
May 18, 1998
