As Filed: June 22, 1999 SEC File No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Registration Statement on Form S-3
Under the Securities Act of 1933
SENSAR CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Nevada 87-0429944
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
50 West Broadway, Suite 501, Salt Lake City, Utah 84101, (801) 350-0587
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Howard S. Landa, 50 West Broadway, Suite 501, Salt Lake City, Utah 84101,
(801) 350-0587
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Keith L. Pope, Esq.
KRUSE, LANDA & MAYCOCK, L.L.C.
50 West Broadway, Eighth Floor
Salt Lake City, Utah 84101-2006
Telephone: (801) 531-7090
Telecopy: (801) 531-7091
e-mail: [email protected]
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 to be 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, as amended, 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 of 1933, as amended, 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 of 1933, as amended, 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,
check the following box. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price per unit(1) aggregate offering price(1) registration fee
<S> <C> <C> <C> <C>
Common Stock(2) 250,000 $5.625 $1,406,250 $391
</TABLE>
[FN]
(1) Bona fide estimate of maximum offering price solely for the purpose of
calculating the registration fee. The offering price for the common stock
being sold by selling stockholders is based on the average of the high and
low price reported on the Nasdaq SmallCap Market for the Registrant's
common stock on June 17, 1999 (rule 457(c)).
(2) Consists of shares held by selling stockholders.
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 Securities and Exchange Commission,
acting pursuant to said section 8(a), may determine.
The information in this prospectus is not complete and may be changed. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. The selling stockholders may not sell these
securities until the registration statement filed with the Securities and
Exchange Commission is effective. This prospectus is not an offer to sell these
securities, and it is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.
Preliminary prospectus dated June 22, 1999
SENSAR CORPORATION
250,000 shares of common stock
The stockholders of Sensar Corporation named on pages 8 and 9 under the
caption "Selling Stockholders" may publicly offer and sell from time to time
250,000 shares of common stock using this prospectus.
The selling stockholders will sell the common stock at the market price or
at a predetermined discount from the market price. The selling shareholders
will receive all of the proceeds from the sale of the shares and will pay all
underwriting discounts and selling commissions relating to the sale of the
shares. Sensar has agreed to pay the legal, accounting, printing, and other
expenses related to the registration of the sale of the shares.
Sensar's common stock trades on the Nasdaq SmallCap Market under the symbol
"SCII." On June 17, 1999, the last reported sales price of Sensar's common stock
on the Nasdaq SmallCap Market was $5.625 per share.
Beginning on page 4 of this prospectus under the caption "Risk Factors,"
Sensar discusses several of the risks that an investor should consider before
investing in the common stock.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
Prospectus Dated June , 1999
AVAILABLE INFORMATION
Sensar has filed a registration statement on Form S-3 with the SEC to
register the sale of the shares of common stock offered by the selling
stockholders under the Securities Act of 1933. This prospectus, which is a part
of the registration statement, does not contain all of the information that is
in the registration statement. Statements made in this prospectus as to the
content of any contract, agreement or other document are not necessarily
complete. Some contracts, agreements, or other documents are filed as an
exhibit to the registration statement or to a document incorporated by reference
in this prospectus. In those cases, investors should refer to such exhibits for
more complete descriptions.
Sensar files reports, proxy and information statements and other
information with the SEC. The public may read and copy, at prescribed rates,
any materials Sensar files with the SEC, including the registration statement
and its exhibits and any documents incorporated by reference into this
prospectus, at the SEC's offices at:
Public Reference Room Citicorp Center Seven World Trade Center
450 Fifth Street, N.W. 500 West Madison Street New York, New York 10048
Washington, D.C. 20549 Chicago, Illinois 60661
For information on how to obtain such documents from the SEC, investors may
telephone the SEC's Public Reference Room at 1-800-SEC-0330.
The SEC Internet site at http://www.sec.gov contains materials Sensar files
with the SEC in electronic version through the SEC's Electronic Data Gathering,
Analysis and Retrieval system.
Public information is also available at: The Nasdaq Stock Market
1735 K Street, N.W.
Washington, D.C. 20006.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows Sensar to "incorporate by reference" information filed with
the SEC, which means that Sensar can disclose important information to people by
referring them to other documents that Sensar files with the SEC. The
information incorporated by reference is considered to be part of this
prospectus. Sensar has filed the following documents with the SEC (File No.
0-17020) pursuant to the Securities Exchange Act of 1934 and is incorporating
them by reference into this prospectus.
(1) Annual Report on Form 10-K for the year ended December 31, 1998;
(2) Quarterly report on Form 10-Q for the quarter ended March 31,
1999;
(3) Current report on Form 8-K as of April 21, 1999;
(4) Proxy Statement for the special meeting of the shareholders of
Sensar held March 18, 1999; and
(5) The description of Sensar's common stock contained in the
registration statement on Form 8-A, SEC File Number 0-17026,
effective March 4, 1997.
Sensar also incorporates all documents it files with the SEC after the date
of this prospectus. The information in these documents will update and
supersede the information in this prospectus.
Sensar will provide at no cost to each person to whom this prospectus is
delivered, upon written or oral request, a copy of any or all of the information
that has been incorporated by reference in this prospectus but not delivered
with this prospectus. Investors should direct requests to Howard S. Landa,
Sensar Corporation, 50 West Broadway, Suite 501, Salt Lake City, Utah 84101,
telephone: (801) 350-0587.
RECENT STOCK SPLIT
Effective May 3, 1999, Sensar's issued and outstanding common stock was
consolidated on the basis of one share for each five shares previously
outstanding. All common share and per common share information in this
prospectus gives effect to the consolidation.
COMPANY INFORMATION
Mailing Address of Principal Executive Offices:
50 West Broadway, Suite 501
Salt Lake City, Utah 84101
Telephone Number of Principal Executive Offices: (801) 350-0587
Transfer Agent: Progressive Transfer Company
1981 East, 4800 South, Suite 100
Salt Lake City, Utah 84117
Telephone (801) 277-1400
SPECIAL NOTE ABOUT FORWARD LOOKING INFORMATION
This prospectus and Sensar's reports filed with the SEC contain forward
looking statements and information relating to Sensar and its business that are
based on the beliefs of management of Sensar and assumptions made concerning
information then currently available to management. These statements reflect
the views of management of Sensar at the time they are made and are not intended
to be accurate descriptions of the future. The discussion of future events is
subject to a number of risks and assumptions that could materially change the
outcome from that anticipated. The factors that are particularly relevant to
Sensar are management's ability to identify investment opportunities with a
potential for a return, to negotiate investments with terms favorable to Sensar,
and to attract other investors to provide necessary additional capital to the
start-up companies in which Sensar makes an investment, the success of the
start-up companies in which Sensar invests, the ability of Sensar to raise
additional equity as may be required from time to time by its activities, and
the success of its existing technologies so that they do not require a
significant amount of Sensar's capital. Should one or more of these or other
risks materialize or if the underlying assumptions of management prove
incorrect, actual results of Sensar may vary materially from those described in
the forward looking statements. Sensar does not intend to update these forward
looking statements, except as may occur in the regular course of its periodic
reporting obligations.
RISK FACTORS
Investors should consider carefully the following risk factors, along with
the other information contained or incorporated by reference in this prospectus,
in deciding whether to purchase Sensar common stock.
Risks Related to Sensar's Operations
Sensar has sustained losses in the past and expects to sustain losses in
the future. Sensar has significant operating losses. Sensar had a net loss of
$6,923,444 in 1998 and a net loss of $14,817,811 in 1997. Sensar expects
continued losses during 1999. If the operating losses exceed management's
expectations or there is an increased funding requirement for the development of
its technologies, this will adversely affect Sensar's ability to make
investments in other entities and may adversely affect Sensar's ability to
obtain additional financing.
Sensar will continue to require additional funds. In order to pursue its
goals, Sensar will need additional financing. There can be no assurance that
Sensar will be able to obtain such financing from outside sources when required
or, if available, that such financing can be obtained on terms acceptable or
favorable to Sensar. In order to obtain the necessary financing, Sensar will be
required to issue additional equity and may issue securities with rights
superior to the rights of the common stock.
Sensar must successfully identify and negotiate the terms of suitable
investments. Sensar's future success depends to a great extent on the ability
of management to identify and negotiate investments in start-up entities that
are ultimately successful. There can be no assurance that any investment will
provide a return to Sensar. Start-up entities historically have a high rate of
failure. If one or more of the entities in which Sensar invests fails, the
investment will be worthless. Sensar will not typically control the entities in
which it makes an investment and, consequently, will be dependent on the
abilities and efforts of others in developing the businesses in which Sensar has
invested. Additionally, Sensar will incur substantial time, effort, and cost in
conducting due diligence for investments, which costs may not be recovered.
Sensar has only a limited amount of cash available to make its proposed
investments. In order to make investments in a number of entities, Sensar
anticipates that initially its individual investments will not typically exceed
$250,000 to $500,000. This amount will probably not meet the total funding
requirements of any start-up entity in which Sensar invests. Consequently,
Sensar will be dependent upon the start-up entity attracting additional capital
in order for it to be successful and, ultimately, for Sensar's investment to be
successful.
Sensar's investments may not be easily liquidated. Sensar will provide
funding to start-up companies that are not publicly-held. In order for Sensar
to recognize any increase in the value of its investment, it will need to wait
until a public market develops in the entities' securities or find another
private investor who is willing to accept the risk of lack of liquidity in order
to purchase Sensar's position. There can be no assurance that any entity in
which Sensar makes an investment will ultimately become publicly-held or that
Sensar will otherwise be able to find a way to liquidate its investment.
Sensar's proposed activities may subject it to additional regulation as an
investment company. Equity positions taken by Sensar in the future may be
considered "investment securities" under the Investment Company Act of 1940.
Generally, any company that owns investment securities with a value exceeding
40% of its total assets, excluding cash items and government securities, is an
"investment company" subject to registration under, and compliance with, the
Investment Act unless a particular exemption or safe harbor applies. Sensar
does not currently anticipate becoming an investment company, but if its
investments in other entities has a value of in excess of 40% of its total non-
cash assets, it may be required to register under the Investment Act. Such
registration and the compliance with the requirements of the Investment Act
would be costly and time consuming to Sensar and may be detrimental to its
proposed business.
Sensar must retain key executives and personnel. The business of Sensar is
dependent on its management and technical team and their experience and
resources to develop its technologies and to identify suitable investments. The
loss of one or more of these individuals could result in adverse effects on
Sensar's proposed activities. Additionally, Sensar's proposed activities may
require hiring additional personnel. Sensar does not maintain key man life
insurance on any of its employees for the benefit of Sensar.
Sensar will face intense competition in identifying and making investments.
Investments in high-tech and internet companies is highly competitive. Sensar's
competitors have greater financial resources, broader development programs,
greater customer recognition, and a greater number of managerial and technical
personnel. Because Sensar's resources are limited, there can be no assurance
that it will be able to compete effectively.
Sensar's business and investments could be adversely affected by year 2000
compliance issues. Many computer programs may not recognize calendar dates
subsequent to December 31, 1999. This problem could force computers to either
shut down or provide incorrect data. To address this problem, Sensar has
reviewed its own computer systems, contacted software and hardware suppliers to
confirm year 2000 compliance and, where appropriate, upgraded systems. Sensar
believes its costs resulting from any problems will not be significant, but
there can be no assurance this is the case. In addition to its own computer
systems, Sensar may be affected by the computer systems of companies in which it
invests. Sensar will conduct due diligence to minimize this possibility, but
its investments could be adversely affected if a company in which Sensar
invested was not year 2000 compliant.
General Risks Relating to Offering
The price of the common stock may be adversely affected by public sales by
the selling stockholders. This prospectus relates to the resale of shares of
common stock held by the selling stockholders. Sensar will not receive any
proceeds from such resales. The shares that can be sold pursuant to this
prospectus represent a substantial percentage of the currently issued and
outstanding common stock. The sale of such a significant block of stock, or
even the possibility of such sale, may adversely affect the trading market for
the common stock and reduce the prices available in that market. This would
reduce the liquidity and return for any investor purchasing common stock from
the selling stockholders.
The potential exercise of the substantial outstanding options and warrants
may adversely affect Sensar. Sensar has issued and outstanding options and
warrants to purchase a significant number of shares of common stock.
Approximately 535,000 shares of common stock are currently issuable on exercise
of options held by current and former executive officers and directors with
exercise prices ranging from $3.00 to $5.00 per share. In addition, Sensar has
warrants outstanding to purchase 60,000 shares at $2.50 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 Sensar and the exercise of such
rights will dilute the percentage ownership interest of the stockholders of
Sensar and may dilute the value of their ownership. The resale of the common
stock issuable on the exercise of other outstanding rights could adversely
affect the prevailing market price of Sensar's common stock. Further, the
holders of the outstanding rights may exercise them at a time when Sensar would
otherwise be able to obtain additional equity capital on terms more favorable to
Sensar.
The potential issuance of additional common stock or preferred stock may
adversely affect the value of the common stock purchased pursuant to this
prospectus. Sensar 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 the date of this prospectus, 2,928,512 shares of common stock were issued and
outstanding. Sensar'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 Sensar's common stock. Further, the board of directors
may cause Sensar to issue shares of preferred stock that have preferential
rights over the common stock. Such issuances could adversely affect the market
price for Sensar's common stock.
The ability to trade common stock may be limited by trading volume. The
trading volume in Sensar common stock has been relatively limited, particularly
following the consolidation of the issued and outstanding common stock.
Therefore, it may not be possible for an investor to sell a significant number
of shares at or near quoted prices, or at all, if an investor were to seek to do
so.
Sensar does not anticipate paying dividends on the common stock. Sensar
has not paid, and does not plan to pay, dividends on its common stock in the
foreseeable future, even if it were profitable. Earnings, if any, are expected
to be used to advance Sensar's activities and for general corporate purposes,
rather than to make distributions to shareholders.
Trading prices for the common stock have been volatile due to several
factors that will likely continue to affect the price for the common stock.
Over the last year, Sensar's common stock has traded from $1.25 to $15.625.
This volatility is the result of many factors, including Sensar's operations,
the sales of operating assets and restructuring of operations, the limited
trading volume, and the potential issuance of additional securities. It is
likely that the trading price will continue to remain volatile as a result of
the foregoing factors and that such volatility may be increased as Sensar makes
investments in other companies.
Investors should rely only on the information contained or incorporated by
reference in this prospectus. Sensar has not authorized anyone to provide
investors with information that is different from that contained or incorporated
by reference in this prospectus. The selling stockholders are offering to sell,
and seeking offers to buy, shares of common stock only in jurisdictions where
offers and sales are permitted. The information contained in this prospectus is
accurate only as of the date of this prospectus, except where incorporation by
reference of a document later filed with the SEC supersedes such information,
regardless of the time of delivery of this prospectus or of any sale of the
shares of common stock under this prospectus.
RECENT DEVELOPMENTS
Sensar is currently engaged in the development of two products based on
existing technologies, its Jaguar time-of-flight mass spectrometer and its
CrossCheck resistivity instrument. Sensar recently: (1) completed the sale of
its acoustics and vibration business that had comprised the majority of its
business since 1981; (2) used approximately $3.1 million to redeem issued and
outstanding 1998 Series A Preferred Stock; and (3) appointed a new board of
directors and executive management team. These events have fundamentally
changed the nature and business direction of Sensar.
The new board of directors appointed on April 21, 1999, consists of Howard
S. Landa, Brian B. Lewis, and Steven Strasser. Mickey Hale was subsequently
added to the board on May 5, 1999. This new board is intent on investigating
potential outside investments that Sensar might make in start-up companies to
enhance shareholder value. This sort of program is extremely speculative as a
result of the high percentage of failures of start-up companies, and there can
be no assurance that Sensar's investments will prove fruitful. Sensar will not
be acquiring assets in connection with its investments so, if Sensar is not
successful, there will not be any alternative source from which shareholders
might recover their investment.
Sensar has two active wholly-owned subsidiaries, Sensar Instruments, Inc.,
through which it is developing its existing technologies, and Eagle Lake
Ventures, Inc., through which it will make its investments. Unless the context
otherwise requires, when used herein, the term "Sensar" refers to Sensar and its
active subsidiaries.
SELLING STOCKHOLDERS
The following table provides information, as of the date of this
prospectus, concerning the selling stockholders. This information has been
provided by the selling stockholders. Sensar is not a party to any agreement,
arrangement, or understanding regarding the sale of any of the shares. None of
selling stockholders will own 1% of the outstanding stock subsequent to the sale
of the securities subject to this prospectus.
<TABLE>
<CAPTION>
Common Stock
------------------------------------------------------
Beneficially
Owned Before Offering Shares
--------------------- Beneficially
Shares Owned After
Selling Stockholder Shares Percent to be Sold Offering
- --------------------------------- ------- ------- ---------- ------------
<S> <C> <C> <C> <C>
BarDon Associates 7,500 0.26% 7,500 0
Rachel Bebbington(1) 20,000 0.68% 5,000 15,000
Scott Biederman 625 0.02% 625 0
Joe Buzas 37,500 1.28% 37,500 0
Marina Chvartsman 1,250 0.04% 1,250 0
David Burnett 5,000 0.17% 5,000 0
Designs Now(2) 6,250 0.21% 6,250 0
DWC Holdings, LLC 5,125 0.18% 5,125 0
Joseph H. Edwards 5,000 0.17% 5,000 0
James Ellsworth 12,500 0.43% 12,500 0
John Galanis 250 0.01% 250 0
Martin Galombik 1,250 0.04% 1,250 0
Golf Training, Inc. 25,000 0.85% 25,000 0
Nathaniel Goodman 15,000 0.51% 15,000 0
Nathaniel Goodman, f.b.o. Jill 10,000 0.34% 10,000 0
Bailard, Emily Bailard, Hudson
Reynolds & Morris Reynolds
Eric Hale 2,500 0.09% 2,500 0
Mickey Hale(3) 12,500 0.43% 12,500 0
Brent Hansen 2,500 0.09% 2,500 0
Greg Hansen 5,000 0.17% 5,000 0
JES Holdings, LLC 5,000 0.17% 5,000 0
David C. Johnson 7,500 0.26% 7,500 0
KFI Retirement Trust 20,000 0.68% 20,000 0
Landa Investments, LLC(4) 20,913 0.71% 5,000 15,913
Esther R. Landa 5,000 0.17% 5,000 0
Terry Landa(4) 31,538 1.08% 5,000 26,538
Brian B. Lewis(3) 6,250 0.21% 6,250 0
Sallee Middlekauff 10,000 0.34% 10,000 0
Scott Platts 250 0.01% 250 0
Brock Rosenblatt 2,500 0.09% 2,500 0
Jeffrey Rosenblatt 2,500 0.09% 2,500 0
Stacy Rosenblatt 2,500 0.09% 2,500 0
Steven Runolfson 2,500 0.09% 2,500 0
James Schenck 1,250 0.04% 1,250 0
Mark Schneider 2,500 0.09% 2,500 0
Dan Siegel 7,500 0.26% 7,500 0
TATS, LLC 2,500 0.09% 2,500 0
Wolfe Management LC 2,500 0.09% 2,500 0
</TABLE>
[FN]
(1) Spouse of a former director of Sensar.
(2) Affiliate of Steven Strasser, a director of Sensar.
(3) Directors of Sensar.
(4) Affiliates and family members of Howard S. Landa, the Chairman of the Board
of Directors of Sensar.
PLAN OF DISTRIBUTION
The selling stockholders may offer their shares at various times in one or
more of the following transactions:
. on the Nasdaq SmallCap Market (or any other exchange on which the shares
may be listed);
. in the over-the-counter market;
. in negotiated transactions other than in such markets;
. by pledge to secure debts and other obligations;
. in connection with the writing of non-traded and exchange-traded call
options, in hedge transactions, in covering previously established short
positions and in settlement of other transactions in standardized or
over-the-counter options; or
. in a combination of any of the above transactions.
Any such sale of common stock by the selling stockholders must be
accompanied by, or follow the delivery of, this prospectus, unless the selling
stockholder elects to rely on Rule 144 or another exemption from the
registration requirements in connection with a particular transaction. The
selling stockholders may sell their shares at market prices prevailing at the
time of sale, at prices related to such prevailing market prices, at negotiated
prices or at fixed prices. The selling stockholders may use broker-dealers to
sell their shares. The broker-dealers will either receive discounts or
commissions from the selling stockholders, or they will receive commissions from
purchasers of shares. Sensar does not intend to enter into any arrangement with
any securities dealer concerning solicitation of offers to purchase the common
stock.
Under certain circumstances the selling stockholders and any broker-dealers
that participate in the distribution may be deemed to be "underwriters" within
the meaning of the Securities Act. Any commissions received by these broker-
dealers and any profits realized on the resale of shares by them may be
considered underwriting discounts and commissions under the Securities Act. The
selling stockholders may agree to indemnify the broker-dealers against
liabilities, including liabilities under the Securities Act. In addition,
Sensar has agreed to indemnify the selling stockholders against liabilities,
including certain liabilities under the Securities Act.
Under the rules and regulations of the Exchange Act, any person engaged in
the distribution of the resale of shares may not simultaneously engage in market
making activities with respect to Sensar's common stock for a period of two
business days prior to the commencement of such distribution. The selling
stockholders will also be subject to applicable provisions of the Exchange Act
and regulations under the Exchange Act which may limit the timing of purchases
and sales of shares of Sensar's common stock by the selling stockholders.
The selling stockholders will pay all commissions, transfer taxes, and
other expenses associated with the sale of securities by them. The shares
offered hereby are being registered pursuant to contractual obligations of
Sensar, and Sensar has paid the expenses of the preparation of this prospectus.
Sensar estimates that it will incur costs of approximately $25,000 in
connection with this offering for legal, accounting, printing, and other costs
related to the registration and sale of the shares of common stock. The selling
stockholders will bear other separate costs incurred by them.
DESCRIPTION OF SECURITIES
The description of Sensar's common stock is incorporated by this reference
to Sensar's registration statement on Form 8-A, SEC File Number 0-17020,
effective March 4, 1997.
The transfer agent for Sensar's common stock is Progressive Transfer
Company, 1981 East 4800 South, Suite 100, Salt Lake City, Utah 84117, telephone
(801) 277-1400.
NO NET PROCEEDS TO SENSAR
Sensar will not receive any net proceeds from the sale by the selling
stockholders of the common stock covered by this Prospectus.
NO DIVIDENDS
Sensar has not paid dividends on the common stock. Sensar seeks growth and
expansion of its business through the reinvestment of profits, if any, and does
not anticipate that it will pay dividends on the common stock in the foreseeable
future.
LEGALITY OF SECURITIES
The validity under the Nevada Revised Statutes of the common stock to be
sold by the selling stockholders has been passed on for Sensar by Kruse, Landa &
Maycock, L.L.C.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K for the year ended December 31, 1998, have been
so incorporated in reliance on the report of Grant Thornton LLP, independent
accountants, given on the authority of said firm as experts in accounting and
auditing.
TABLE OF CONTENTS SENSAR CORPORATION
Section Page
Available Information......................2 250,000
Information Incorporated by Reference......2 SHARES OF COMMON STOCK
Recent Stock Split.........................3
Company Information........................3
Special Note About Forward Looking
Information.............................4
Risk Factors...............................4
Recent Developments........................7 ----------------------
Selling Stockholders.......................8 PROSPECTUS
Plan of Distribution......................10 ----------------------
Description of Securities.................11
No Net Proceeds to Sensar.................11
No Dividends .............................11
Legality of Securities ...................11
Experts ..................................11
Investors should only rely on the information
contained in this prospectus. Sensar has not
authorized anyone to provide different
information. This Prospectus does not
constitute an offer to sell or the June , 1999
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.
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........................ $ 391
Legal fees................................................................. 17,500
Accounting fees and expenses............................................... 5,000
Printing expenses.......................................................... 1,000
Courier, reproduction, and miscellaneous................................... 1,109
--------
Total $ 25,000
========
</TABLE>
All expenses, except the SEC fees, are estimates.
The selling stockholders will not bear any portion of the foregoing
expenses, but will pay fees in connection with the sale of the common stock 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 and 78.751 of the Nevada Revised Statutes 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 and the limitation of liability thereon in a variety of circumstances,
which may include liabilities under the Securities Act of 1933.
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
The following documents are included as exhibits to this Registration
Statement, pursuant to item 601 of regulation S-K.
<TABLE>
<CAPTION>
SEC
Exhibit Reference
Number Number Title of Document Location
- -------- --------- --------------------------------------------------------------- -------------------
<S> <C> <C> <C>
Item 3. Articles of Incorporation and Bylaws
- -------- ---------------------------------------------------------------
3.1 3 Articles of Incorporation filed November 3, 1987 Exhibit to report
on Form 10-K for
the year ended June
30, 1988*
3.2 3 Certificate of Amendment to the Articles of Incorporation filed Exhibit to report
July 3, 1989 on Form 10-K for
the year ended June
30, 1989*
3.3 3 Designation of Rights, Privileges, and Preferences of 1995 Registration
Series Preferred Stock Statement filed on
Form SB-2, Exhibit
3, SEC File No. 33-
59963*
3.4 3 Designation of Rights, Privileges, and Preferences of 1998 Exhibit to report
Series A Preferred Stock on Form 8-K dated
February 13, 1998*
3.5 3 Certificate of Amendment to the Articles of Incorporation dated This Filing
March 31, 1999
3.6 3 Bylaws Registration
Statement filed on
Form S-18, Exhibit
5, SEC File No. 33-
3365-D*
Item 4. Instruments Defining the Rights of Security Holders
- -------- ---------------------------------------------------------------
4.1 4 Specimen Stock Certificate This Filing
Item 5. Opinion re: Legality
- -------- ---------------------------------------------------------------
5.1 Opinion of Kruse, Landa & Maycock, L.L.C. This Filing
Item 21. Subsidiaries of the Registrant
- -------- ---------------------------------------------------------------
21.1 Schedule of Subsidiaries Exhibit to report on
Form 10-KSB for the
year ended June 30,
1996*
Item 23. Consents of Experts and Counsel
- -------- ---------------------------------------------------------------
23.1 23 Consent of Grant Thornton LLP, independent accountants This Filing
23.2 23 Consent of Kruse, Landa & Maycock, L.L.C. Included in exhibit
5.1
Item 24. Power of Attorney
- -------- ---------------------------------------------------------------
24.1 Power of Attorney Signature Page
</TABLE>
[FN]
*Incorporated by reference
ITEM 17. UNDERTAKINGS
Rule 415 Offerings: Post-Effective Amendments. [Regulation S-K, 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
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) 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.
Filings Incorporating Subsequent Exchange Act Documents by Reference [Regulation
S-K, Item 512(b)]
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, 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.
Incorporated Annual and Quarterly Reports [Regulation S-K, Item 512(e)]
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide interim financial information required to
be presented pursuant to Article 3 of Regulation S-X.
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 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.
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Salt Lake City, state of Utah, on the 17th day of
June, 1999.
SENSAR CORPORATION
(Registrant)
By /s/ Howard S. Landa
Howard S. Landa, Chairman of the
Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Howard S. Landa, with power of substitution, as
his attorney-in-fact for him, in all capacities, to sign any amendments to this
Registration Statement and to file the same with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact or his
substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated and on the 17th day of June, 1999.
/s/ Howard S. Landa
Howard S. Landa, Director and Chairman
of the Board (Principal Executive and
Financial Officer)
/s/ Jeffrey S. Cohen
Jeffrey S. Cohen, Secretary
(Principal Operations Officer)
/s/ Brian B. Lewis
Brian B. Lewis, Director
/s/ Steven Strasser
Steven Strasser, Director
/s/ Mickey Hale
Mickey Hale, Director
CERTIFICATE OF AMENDMENT TO
THE ARTICLES OF INCORPORATION OF
LARSON DAVIS INCORPORATED
(CHANGED HEREIN TO SENSAR CORPORATION)
The following Certificate of Amendment to the articles of incorporation of
the above-named corporation is adopted pursuant to the provisions of NRS 78.385
and 78.390. We, the undersigned, as president and secretary of Larson Davis
Incorporated (changed herein to Sensar Corporation) (the "Company"), do hereby
certify:
That the board of directors of the Company duly adopted on February 3,
1998, in accordance with the provisions of NRS 78.315, a resolution to
amend the articles of incorporation as follows:
ARTICLE I shall be amended to read as follows:
ARTICLE I
NAME OF CORPORATION
The name of the Corporation shall be:
Sensar Corporation
On the authorization and recommendation of the board of directors, the
foregoing resolution was submitted to a vote at a special meeting of the
shareholders of the Company duly noticed and held March 18, 1999. The aggregate
voting power of the shares of common stock of the Company and the shares of 1998
Series A Preferred Stock of the Company, which vote as a single class
outstanding on the record date and entitled to vote on the foregoing resolution
was 13,929,034; the resolution to amend the articles of incorporation of the
Company as set forth above, were approved in accordance with NRS 78.325 of
7,815,577.5 votes for, 77,666 votes against, and 454,950 votes abstaining. No
other class of stock of the Company is outstanding or entitled to vote thereon.
DATED this 31st day of March, 1999.
LARSON DAVIS INCORPORATED
By /s/ Andrew C. Bebbington
Andrew C. Bebbington, President
By /s/ Nathan H. West
Nathan H. West, Secretary
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
On March 31, 1999, before me, the undersigned, a notary public in and for
the above county and state, personally appeared Andrew C. Bebbington and Nathan
H. West, who being by me duly sworn, did state, each for themselves, that he,
Andrew C. Bebbington is the president, and that he, Nathan H. West is the
secretary, of LarsonoDavis Incorporated, a Nevada corporation, and that the
foregoing Certificate of Amendment to the Articles of Incorporation of
LarsonoDavis Incorporated (changed herein to Sensar Corporation) was signed on
behalf of such corporation by authority of a resolution of its board of
directors, and that the statements contained therein are true.
WITNESS MY HAND AND OFFICIAL SEAL
/s/ Paula J. Chapman
Notary Public
[BORDER IS AROUND STOCK CERTIFICATE]
CUSIP NO. 817253 10 7
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
NUMBER SENSAR SHARES
XXXX CORPORATION XXXXXX
AUTHORIZED COMMON STOCK: 290,000,000 SHARES
PAR VALUE $0.001
COUNTERSIGNED &
REGISTERED:
PROGRESSIVE
TRANSFER COMPANY
P. O. BOX 17561
SALT LAKE CITY,
UT 84117
By
Transfer
Agent-Authorized
Signature.
THIS CERTIFIES THAT
SPECIMEN
IS THE RECORD HOLDER OF
Shares of SENSAR CORPORATION Common Stock
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
SENSAR CORPORATION
Corporate Seal
Nevada
JEFFREY S. COHEN, SECRETARY HOWARD S. LANDA, PRESIDENT
NOTICE: Signature must be guaranteed by a firm which is a member of a
registered national stock exchange, or by a bank (other than a saving
bank), or a trust company. The following abbreviations, when used in
the inscription on the face of this certificate, shall be construed as
though they were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - .. Custodian ..
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts to Minors
of survivorship and not as tenants Act
in common (State)
Additional abbreviations may also be used though not in the above list.
For Value Received, hereby sell, assign
and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)
Shares
of the capital stock represented by the within certificate, and do hereby
irrevocably constitute and appoint
Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER
SPECIMEN
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
ELLEN MAYCOCK TELECOPY: (801) 531-7091
DAVID R. KING MAILING ADDRESS (801) 359-3954
KEITH L. POPE Post Office Box 45561
LYNDON L. RICKS Salt Lake City, Utah 84145-0561 www.klmlaw.com
JODY L. WILLIAMS
STEVEN G. LOOSLE
RICHARD C. TAGGART
DAVID C. WRIGHT
PAMELA S. NIGHSWONGER Of Counsel
SHANE L. HANNA HOWARD S. LANDA
June 18, 1999
Board of Directors
Sensar Corporation
50 West Broadway, Suite 501
Salt Lake City, Utah 84101
Re: Sensar Corporation
Registration Statement on Form S-3
Gentlemen:
We have been engaged by Sensar Corporation (the "Company") to render our
opinion respecting the legality of certain securities to be offered and sold
pursuant 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/RCT:pjc
CONSENT
We have issued our report dated January 29, 1999, except for Note C for which
the date is March 31, 1999, accompanying the consolidated financial statements
of Sensar Corporation (formerly known as LarsonoDavis Incorporated) and
Subsidiaries appearing in the Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, which are incorporated by reference in this
Registration Statement. We consent to the incorporation by reference in the
Registration Statement of the aforementioned report and to the use of our name
as it appears under the caption "Experts."
/s/ Grant Thornton LLP
GRANT THORNTON LLP
Provo, Utah
June 17, 1999
