PROSPECTUSPROSPECTUS
862,500 Shares
AIRSENSORS, INC.
Common Stock
All shares of Common Stock offered hereby are being issued by AirSensors,
Inc. (the "Company") upon exercise by the holders of the Company's
outstanding Common Stock Purchase Warrants ("Warrants"). Two Warrants
entitle the holder thereof to purchase, at any time during the period
ending March 7, 1997, at 5:00 p.m. (California time), one share of Common
Stock at a price of $7.50.
The Common Stock is quoted on the Nasdaq National Market under the symbol
ARSN. On January 29, 1996, the last reported sale price for the Common
Stock was $8.25 per share.
THIS OFFERING INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Price to Underwriting Proceeds to
Public Discount Company (1)
Per $7.50 -0- $7.50
Share..........
Total.......... $6,468,750 -0- $6,468,750
(1)Before deducting expenses payable by the Company estimated at $10,000.
The date of this Prospectus is February 1, 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information can be inspected and copied at the public reference
facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, Washington D.C., as well as at the following regional offices: Room
1400, 75 Park Place, New York, New York, and Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois. Copies of such
material can be obtained from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street N.W., Washington D.C.
20549, at prescribed rates.
The Company has filed with the Commission a registration statement on
Form S-3 (together with all amendments and exhibits thereto, referred to
herein as the "Registration Statement") under the Securities Act of 1933,
as amended, (the "Securities Act"). This Prospectus does not contain all
of the information set forth in the Registration Statement, certain parts
of which are omitted in accordance with the regulations of the Commission.
For further information, reference is hereby made to the Registration
Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated by
reference in this Prospectus: (a) the Company's Annual Report on Form 10-K
and Form 10-K/A for the year ended April 30, 1995; (b) the Company's
Current Report on Form 8-K dated October 31, 1995; (c) the Company's
Quarterly Report on Form 10-Q for the periods ended July 31, 1995 and
October 31, 1995; and (d) the Company's Proxy Statement for the 1995 Annual
Meeting of Stockholders. All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, subsequent to the date of this Prospectus and prior to the
termination of the offering shall be deemed to be incorporated by reference
in this Prospectus, and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed incorporated
by reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that such statement is modified
or replaced by a statement contained in this Prospectus or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference into this Prospectus. Any such statement so modified or
superseded shall not be deemed, except as so modified or replaced, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a
copy of any and all of the documents that have been or may be incorporated
by reference in this Prospectus (not including exhibits to the information
that is incorporated by reference unless such exhibits are specifically
incorporated by reference into the documents that this Prospectus
incorporates). Requests for the foregoing materials should be made to the
Secretary, AirSensors, Inc., 708 Industry Drive, Seattle, Washington
98188; its telephone number is (206) 575-1594.
<PAGE>
THE COMPANY
The Company is one of the leading manufacturers of fuel equipment that
allows internal combustion engines to operate on gaseous alternative
fuels, such as propane and natural gas. The Company's wholly-owned
subsidiary, IMPCO Technologies, Inc. ("IMPCO"), which has been in business
since 1958, currently manufactures a broad line of products that are used
in various applications, such as automotive conversions, forklifts, and
small portable to large stationary engines. These products are designed
for internal combustion engines ranging from 1 to 5,000 horsepower and its
products are sold worldwide to distributors and original equipment
manufacturers.
Changing federal and state emission regulations have created a growing
market for engines that use alternative fuels. The Company has developed
products designed to further reduce exhaust emissions to serve that market.
To be competitive, the Company believes it will be necessary to market
products utilizing the latest electronic technology, which is replacing the
vacuum-actuated mechanical devices for many control functions used in
today's internal combustion engines. The Company believes it has a
competitive advantage over its current competitors in the alternative fuel
market place because of its years of experience with gaseous fuels, its
patented mass-sensing technology, its existing market share, its
distribution network, and its internationally recognized products.
AirSensors was primarily engaged in the research and development of
electronic fuel management and injection systems for automotive engines
from its inception in 1978 until its acquisition of IMPCO in 1989.
AirSensors developed a mass-sensing device designed to achieve an optimum
air/fuel mixture that increased engine performance and fuel economy as
compared with carburetor-equipped engines. However, AirSensors realized
only limited revenue from product sales prior to its acquisition of IMPCO
and incurred significant research and development expenses. Since the
acquisition of IMPCO, the Company has concentrated its efforts on providing
equipment for converting internal combustion engines to alternative fuels,
such as propane and natural gas. AirSensors is now primarily a holding
company.
AirSensors was incorporated in the State of Washington in 1978 and
became a Delaware corporation in 1985. The address of the Company's
executive office is 16804 Gridley Place, Cerritos, California 90703, and
its telephone number is (310) 860-6666.
RISK FACTORS
Investment in the Common Stock offered hereby is speculative and
subject to significant risks. Prospective investors should review
carefully this entire Prospectus and consider the risks of investment,
including the following:
OPERATING HISTORY - PRIOR LOSSES. Prior to its acquisition of IMPCO,
AirSensors was primarily involved in research and development and
accumulated a deficit of approximately $18 million. It did not realize
significant revenue from product sales. Subsequent to the acquisition of
IMPCO, the Company realized operating income. However, through fiscal year
1992 it continued to incur net losses due to substantial financing charges
resulting from the leveraged acquisition of IMPCO, and at April 30, 1995
had an accumulated deficit of $19,172,879. For the fiscal year ending
April 30, 1995, the Company had net income applicable to common stock of
$2,419,596. However, there can be no assurance that the Company will
continue to operate profitably.
DEPENDENCE ON NEW PRODUCTS. The Company believes that its future
success is dependent upon the successful marketing of new fuel management
products using mass-sensing and electronic technology. It believes that
the markets for its products will be characterized by rapidly changing
technology, new product introductions and the entry of new competitors.
Accordingly, its ability to enhance existing products in a timely manner
and to develop and introduce new products that incorporate new
technologies, conform to increasingly stringent emission standards and
achieve market acceptance in a timely manner, will significantly affect its
future performance.
DEPENDENCE ON QUALIFIED PERSONNEL. The success of the Company
depends, in part, on the continued availability of other key management and
technical employees. As product development becomes more complex, the
necessity to attract and retain qualified automotive and software engineers
will increase. Although the Company believes it has a positive working
relationship with its employees, there can be no assurance that the Company
can attract or retain such key management and technical employees.
<PAGE>
NEED FOR ADDITIONAL CAPITAL. The Company will be required over the
next several years to expend substantial amounts to complete development
and testing of its new products and to bring those products to market.
Although the Company expects to fund a major portion of these expenses from
operations, there can be no assurance that cash flow will be adequate for
such purposes. The Company may be required to seek funds for these and
other purposes through additional equity debt or lease financing,
collaborative arrangements with corporate partners or from other sources.
There can be no assurance that additional funds will be available, or if
available, on terms acceptable to the Company. If adequate funds are not
available from operations or from other financing sources, the Company's
business will be materially and adversely affected.
DEPENDENCE ON ALTERNATIVE FUEL MARKET. Although the Company and
others believe that there will be substantial growth in the market for
alternative fueled engines, especially among fleet vehicle owners, there
can be no assurance that such growth will materialize or, if such growth
does occur, that it will result in increased sales of the Company's
products. The Company's products are designed for gaseous alternative
fueled vehicles, but not for alternative fuels such as electricity,
reformulated gasoline, methanol and ethanol. If the major growth in the
alternative fuel market is for such fuels, the Company will be adversely
affected. At present, the lack of a well-developed infrastructure for the
supply of alternative fuels is limiting growth in the alternative fuel
engine market. Such an infrastructure is necessary for wide-spread use of
alternate fuels. While some development has begun in Canada, there has
been little similar development in the United States.
Also, while alternative fueled vehicles have been operating in the
United States for many years, the economic and environmental benefits
continue to be scrutinized by opponents of alternative fuels, including
large, multi-national companies with significant interests in a petroleum
based economy. Although the Company believes the alternative fuel market
will overcome this opposition, there can be no assurance that market
acceptance of alternative fuel vehicles will be as favorable as the Company
has projected.
LEGISLATIVE DELAYS. The Company believes that future growth in the
conversion of motor vehicles to alternative fuels will be driven
principally by federal and state anti-pollution legislation, such as the
1990 Amendments to the Clean Air Act and the Energy Policy Act of 1992.
Significant growth of the Company's products for the United States motor
vehicle market is contingent upon the timing of the implementation of such
legislation. There can be no assurance that changes or delays in this
legislation will not occur and have an unfavorable impact on the Company's
business.
NEED TO DEVELOP VEHICLE SPECIFIC SOFTWARE. The Company develops
vehicle specific software to enable it to produce in a timely and
economical manner engine management products for use in converting fleet
and other vehicles from gasoline to gaseous alternative fuels. When
vehicle models change, which in some cases is as often as yearly, the
Company must develop new or modified software for the changed or new
vehicle model. Although the Company believes it will be able to develop
such vehicle specific software, there can be no assurance that the Company
will complete such development or, if such development is completed, it
will be in a timely manner which may be required in order for the Company
to be competitive.
COMPETITION. The Company believes that competition in the alternative
fuel engine marketplace is increasing, particularly in the growing market
for propane and natural gas fueled vehicle products. Many of the current
competitors and potential future competitors are large, well-financed
companies, with financial and marketing resources and research and
development staffs and facilities that are substantially larger than those
of the Company. Further, competitors' products may perform the same
functions as the products the Company is attempting to develop by the use
of similar or other technology. Also, competitors may be able to satisfy
regulatory requirements and market their products faster and more
effectively than the Company. Any of these competitive factors could
adversely affect the Company.
ENTRY OF ORIGINAL EQUIPMENT MANUFACTURERS INTO MARKET. As the market
for alternative fueled vehicles increases, original equipment manufacturers
may find it advantageous to develop and produce their own fuel management
equipment rather than purchasing such equipment from suppliers such as the
Company. If this occurs, the demand for the Company's products could be
adversely affected.
<PAGE>
NEED TO COMPLY WITH GOVERNMENTAL REGULATIONS. The Company must obtain
product certification from governmental agencies such as the United States
Environmental Protection Agency and the California Air Resources Board to
sell certain of its products in the United States automotive markets. A
substantial portion of the Company's future sales will depend upon sales of
fuel management products that have been certified to meet existing and
future air quality and energy regulations. Although the Company believes
its technology will permit its existing and new products to meet these
standards, there can be no assurance that this will occur.
INCREASED WARRANTY CLAIMS. Vehicle manufacturers are, in response to
consumer demand, providing increasingly longer warranty periods for their
products. Suppliers, such as the Company, will be required to provide
correspondingly longer product warranties. Consequently, the Company could
incur substantially greater warranty claims in the future.
LIMITED PATENT OR PROPRIETARY PROTECTION. The Company's success
depends in part upon its patented mass-sensing technology and its other
proprietary technology. While the Company holds several patents, much of
its other technology is not protected by patents or copyrights. Also,
other existing technology performs the functions covered by the Company's
patented technology and can be used without violating the Company's
patents. Although the Company's patents and trade secrets afford it
protection, the Company believes that its growth potential and future
success are more dependent upon its technical expertise and marketing
skills. There can be no assurance that the Company's patents and trade
secrets will provide meaningful protection against competitors.
DEPENDENCE ON VENDORS AND OTHER MANUFACTURING RISKS. The Company
places substantial reliance on outside vendors to manufacture components.
In the fiscal year ended April 30, 1995, 10 suppliers accounted for
approximately 56% of raw material purchases and one supplier accounted for
approximately 28% of such purchases. There can be no assurance that
vendors will be able to satisfy the Company's quality and production volume
requirements. Such problems with vendors could adversely affect the
Company's business. Historically, the Company's products have been
primarily mechanical in nature and its manufacturing operations are
essentially mechanical assembly with light machining. Its newer products
increasingly involve electronics and software applications. The Company
has had limited experience with manufacturing processes that involve
electronics and software systems. See "Business - Manufacturing."
NEED FOR QUALIFIED DISTRIBUTORS. Installation of the Company's
component products is complex and requires distributors with technical
knowledge about electronic engine systems. The Company requires that
distributors be "certified" before installing certain component products.
It provides training to certain existing distributors and is attempting to
gain new distributors in order to have a technically qualified network of
distributors to install these component products. If the Company is unable
to establish a network of qualified distributors, the success of its newer
component product lines could be adversely affected.
ABILITY TO MEET OEM SPECIFICATIONS. In 1995 the Company began to
offer complete alternative fuel systems, which include tanks, brackets,
electronics and all other under-hood components required to convert a motor
vehicle to alternative fuels. Customers for such systems require that they
meet OEM specifications. This requirement has resulted in increased
development, manufacturing, warranty and administrative costs. If these
costs increase significantly, the Company's profitability might not be as
favorable as it has projected.
PRODUCT LIABILITY. Although the Company carries and plans to continue
to carry product liability insurance, there can be no assurance that such
coverage is adequate or that adequate insurance coverage will continue to
be available or, if available, that it will be available at an acceptable
cost.
DILUTION TO NEW INVESTORS. Purchasers of the Common Stock offered
hereby will experience immediate and substantial dilution in the net book
value per share of the Common Stock offered hereby. Based upon the net
tangible book value of the Company at April 30, 1995, and based on an
offering price of $7.50 per share, the dilution to investors purchasing the
Common Stock offered hereby would be $5.71 or 76% per share. See
"Dilution."
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE. At November 30, 1995, the Company
had approximately 5,649,867 shares of Common Stock outstanding. Of these
shares, approximately 3,476,967 shares were held by persons who are not
"affiliates" of the Company and were transferable without restriction under
the Securities Act of 1933, as amended (the "Securities Act"). The
remaining shares held by "affiliates" of the Company may be sold if
registered under the Securities Act or pursuant to an applicable exemption
from registration, including Rule 144 under the Securities Act. As of
November 30, 1995, 782,669 and 1,332,138 shares of Common Stock were
issuable upon exercise of outstanding options and warrants, respectively.
Of those shares, 1,869,976 are currently exercisable at a weighted average
exercise price of $6.91 per share. In addition, 1,123,489 shares of Common
Stock are issuable at a conversion price of $5.30 per share under the 1993
Series 1 Preferred Stock. Sales of restricted shares and shares issuable
upon the exercise of outstanding warrants and options or conversion of
preferred stock may have a material adverse impact on the market price of
the Company's Common Stock.
CONTROL BY DIRECTORS AND OFFICERS. Currently, the directors and
officers of the Company, as a group, own or have the right to acquire
approximately 48% of the outstanding voting stock. Together, they have the
effective power to elect the Company's Board of Directors and to approve or
disapprove any corporate action submitted to a vote of the Company's
stockholders. In addition, the Board of Directors has the authority to
issue a substantial number of additional shares of Common Stock and
Preferred Stock and to determine the rights, preferences, privileges and
restrictions, including voting rights, of the additional Preferred Stock,
without any vote or action by the stockholders. The voting power of the
directors and officers or the issuance of additional stock under certain
circumstances, combined with the fact that directors serve for staggered
terms, could have the effect of delaying or preventing a change of control
of the Company.
EXTENSION OF WARRANT EXPIRATION DATE
The Common Stock Purchase Warrants were to expire on March 9, 1996, at
5:00 p.m. (California time). On November 3, 1995 the Board of Directors
extended the expiration date to March 7, 1997, at 5:00 p.m. (California
time).
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the
Common Stock offered hereby are estimated to be $6,458,750, assuming
exercise of all of the presently outstanding Warrants. The net proceeds of
this offering will become part of the Company's general funds and will be
used to repay short-term borrowing and other working capital needs.
DIVIDEND POLICY
The Company has never paid dividends on its Common Stock. It intends
to retain future earnings to finance the operation and expansion of its
business and does not anticipate paying cash dividends in the foreseeable
future.
The holders of the Company's 1993 Series 1 Preferred Stock are
entitled to cumulative cash dividends in preference to the Common Stock in
an amount equivalent to interest at an annual rate per share (based on a
deemed value of $1,000 per share) equal to the bank prime rate of interest,
plus 1.5%, up to an amount not to exceed $105 per share and not less than
$80 per share. See Description of Capital Stock - Preferred Stock." As
of April 30, 1995, 5,950 shares of the 1993 Series 1 Preferred Stock were
outstanding.
DILUTION
The net tangible book value of common stockholders' equity as of
April 30, 1995 was $5,177,004 or $.92 per share. Net tangible book value
per share represents the amount of the Company's total tangible assets
(total assets less intangible assets, total liabilities and the liquidation
preference of preferred stock) divided by the number of shares of Common
Stock outstanding. Net tangible book value dilution represents the
difference between the amount per share paid by purchasers in this offering
and the pro forma net tangible book value per share after the offering.
<PAGE>
Without taking into account any changes in tangible book value after
April 30, 1995, except to give pro forma effect to the sale by the Company
of the Common Stock in this offering at an offering price of $7.50 per
share, with assumed net proceeds to the Company of $6,458,750, the pro
forma net tangible book value of the common stockholders' equity at
April 30, 1995 would have been $11,635,754, or $1.79 per share of Common
Stock. This represents an immediate increase in net tangible book value of
$0.87 per share to existing common stockholders and an immediate dilution
of $5.71 or 76% per share to purchasers in this offering. The following
table also assumes no exercise of any outstanding options or warrants other
than the Warrants.
Public offering price per share $ 7.50
Net tangible book value
per share before this offering $ .92
Increase per share attributable
to new investors .87
-----
Pro forma net tangible book value per
share after this offering 1.79
------
Net tangible book value dilution per share
to purchasers in this offering $ 5.71
======
PRICE RANGE OF COMMON STOCK
The Company's Common Stock is traded on the NASDAQ National Market under
the symbol "ARSN." The following are the range of high and low sales
prices for each quarterly period within the two most recent fiscal years
and for each subsequent full quarterly period, in each case as reported by
NASDAQ. The prices reflect inter-dealer prices and do not reflect retail
mark-up, mark-down or commissions.
Fiscal year 1994 Fiscal year 1995 Fiscal Year 1996(1)
---------------- ---------------- -------------------
Quarter Ended High Low High Low High Low
------------- ------ ------ ------ ------ ------ ------
July 31, $11.50 $ 4.75 $12.63 $ 9.75 $12.38 $ 8.50
October 31, 13.50 8.75 13.13 9.75 13.74 8.38
January 31, 15.25 10.25 12.13 8.00
April 30, 15.13 8.25 10.63 8.25
____________________________
(1) For a current price, see the cover page of this Prospectus.
As of November 30, 1995, there were approximately 1,097 recordholders
of the Company's Common Stock.
DESCRIPTION OF CAPITAL STOCK
Capital stock of the Company consists of 25,000,000 shares of Common
Stock and 500,000 shares of Preferred Stock.
COMMON STOCK
As of November 30, 1995 there were 5,649,869 shares of Common Stock
outstanding. In addition, there were 1,123,489 shares of Common Stock
issuable upon the conversion of the 1993 Series 1 Preferred Stock, warrants
outstanding to purchase 1,332,138 shares of Common Stock, and options
outstanding to purchase 782,669 shares of Common Stock.
<PAGE>
Each holder of Common Stock is entitled to one vote per share on all
matters that properly come before the stockholders. Except as required by
law, the holders of Common Stock and 1993 Series 1 Preferred Stock vote
together and not as separate classes. In elections of directors, holders
of shares of Common Stock and Preferred Stock are not entitled to
cumulative voting. The Common Stock is neither redeemable nor convertible,
and the holders of Common Stock have no preemptive rights to purchase any
securities of the Company. Holders of Common Stock are entitled to receive
dividends out of funds legally available therefor when, as and if declared
by the Board of Directors. All shares of Common Stock have equal rights,
on a share for share basis, to receive pro rata the net assets of the
Company upon liquidation or dissolution.
PREFERRED STOCK
The Company is authorized to issue the Preferred Stock in series to be
designated by the Board of Directors. Material provisions describing the
terms of any series of Preferred Stock which may be issued in the future,
such as dividend rate, conversion features, voting rights, redemption
rights and liquidation preferences, are determined by the Board of
Directors of the Company at the time of issuance. The right of the Board
of Directors to issue such Preferred Stock may adversely affect the rights
of the holders of Common Stock and also could be used by the Company as a
means of resisting a change of control of the Company.
As of November 30, 1995, there were 5,950 shares of Preferred Stock
outstanding, designated as the "1993 Series 1 Preferred Stock".
TRANSFER AGENT
The Transfer Agent for the Company's Common Stock is First Interstate
Bank of Washington, N.A., Seattle, Washington.
REGISTRATION RIGHTS
Certain persons who, as of November 30, 1995 held approximately
305,321 shares of Common Stock or options and warrants to purchase shares
of Common Stock at varying prices, are entitled, subject to certain
conditions, to require the Company to register such shares under the
Securities Act of 1933. In addition, whenever the Company proposes to
register any shares of Common Stock, it must give notice to such persons
and permit them to register at the Company's expense such of their shares
as they request be included (subject in some cases to the right of the
managing underwriter in an underwritten public offering to reduce the
number of shares included). These registration rights terminate or are
suspended after the lapse of certain specified periods. None of these
persons are exercising any of their registration rights in connection with
this offering.
SHARES ELIGIBLE FOR FUTURE SALE
As of November 30, 1995, the Company had 1,332,138 shares of Common
Stock outstanding, assuming no exercise of any outstanding warrants or
options. Of these shares, approximately 3,476,962 shares may be traded
without restriction or further registration under most circumstances,
except for shares held by affiliates of the Company. Shares held by such
affiliates are subject to certain resale limitations imposed by Rule 144
under the Securities Act of 1933, as amended. The remaining 2,172,907
shares of Common Stock held by existing stockholders are "restricted"
securities within the meaning of Rule 144 and are eligible for sale in the
public market only in compliance with Rule 144.
In general, under Rule 144 a person who may be deemed to be an
"affiliate" of the Company, as that term is defined in Rule 144, is
entitled to sell, within any three-month period, a number of shares
beneficially owned by such person in such amount that does not exceed the
greater of (i) one percent of the then outstanding shares of Common Stock,
or (ii) the average weekly trading volume in the Common Stock during the
four calendar weeks preceding such sales. Sales under Rule 144 are also
subject to certain requirements as to the manner of sales, notice of sale
and the availability of current public information about the Company. A
person who is not an affiliate and has beneficially owned shares of Common
Stock for at lest three years is entitled to sell them without regard to
the volume, manner of sale or notice requirements.
<PAGE>
As of November 30, 1995, 1,332,138 and 782,669 shares of Common Stock
were issuable upon exercise of outstanding warrants and options,
respectively. Of those shares, 1,869,976 are currently exercisable at a
weighted average exercise price of $6.91 per share. In addition, 1,123,489
shares of Common Stock are issuable at conversion prices of $5.30 under the
1993 Series 1 Preferred Stock.
LEGAL MATTERS
The validity of the issuance of the Common Stock offered hereby will
be passed upon for the Company by Davis Wright Tremaine, 2600 Century
Square, 1501 Fourth Avenue, Seattle, Washington 98101.
EXPERTS
The consolidated financial statements (including schedules) appearing
in AirSensors, Inc. Annual Report (Form 10-K) for the year ended April 30,
1995, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein
by reference in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.
<PAGE>
============================== =============================
No person has been authorized
to give any information or to
make any representation in
connection with the offering
being made hereby not
contained in this Prospectus,
and, if given or made, such
information or representation AirSensors, Inc.
must not be relied upon as
having been authorized. This
Prospectus does not constitute
an offer to sell or 862,500 Shares
solicitation of an offer to
buy any of the securities
offered hereby in any
jurisdiction in which it is Common Stock
unlawful to make such offer or
solicitation in such
jurisdiction. Neither the
delivery of this Prospectus
nor any sale made hereunder
shall under any circumstances
create an implication that
information contained herein
is correct as of any time
subsequent to the date hereof. _______________
PROSPECTUS
_______________
TABLE OF CONTENTS
Page
Available Information..... 2
Incorporation of Certain
Documents by Reference.... 2
The Company............... 3
Risk Factors.............. 3
Extension of Warrant
Expiration Date........... 6
Use of Proceeds........... 6
Dividend Policy........... 6
Dilution.................. 6
Price Range of
Common Stock...............7
Description of
Capital Stock..............7
Legal Matters..............9
Experts....................9
============================== ==============================
