As filed with the Securities and Exchange Commission on December 13, 1996
Registration No. 333-15647
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMNEX, INC.
(Exact name of registrant as specified in its charter)
New York 11-2790221
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
101 Park Avenue
New York, New York 10178
(212) 867-0166
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Peter M. Izzo, Jr.
President
AMNEX, Inc.
101 Park Avenue
New York, New York 10178
(212) 867-0166
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications and notices to:
Fred S. Skolnik, Esq.
Certilman Balin Adler & Hyman, LLP
90 Merrick Avenue
East Meadow, New York 11554
(516) 296-7000
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, check the following box. [x]
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company with the
Commission (File No. 0-17158) and are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, as amended (the "1995 Form 10-K").
(b) The Company's Quarterly Reports on Form 10-Q for the periods
ended March 31, 1996, June 30, 1996 and September 30, 1996 (the "Forms
10-Q").
(c) The Company's Current Report on Form 8-K for an event dated
October 4, 1995, as amended (the "October 1995 Form 8-K").
(d) The Company's Current Report on Form 8-K for an event dated
June 28, 1996, as amended (the "June 1996 Form 8-K").
(e) The Company's Current Report on Form 8-K for an event dated
November 20, 1996 (the "November 1996 Form 8-K").
(f) The description of the Company's Common Shares contained in
the Company's Registration Statement on Form 10, as amended.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
Prospectus and prior to the termination of the offering of Common Shares offered
hereby shall be deemed to be incorporated by reference into this Prospectus and
to be a part hereof from their respective dates of filing.
The Company will provide without charge to each person to whom a
copy of this Prospectus is delivered, upon the written or oral request of any
such person, a copy of any or all of the documents referred to above which have
been incorporated into this Prospectus by reference (other than exhibits to such
documents). Requests for such copies should be directed to Amy S. Gross,
Secretary, AMNEX, Inc., 101 Park Avenue, New York, New York 10178 (telephone
number: (212) 867-4639).
Any statement contained in a document incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses (estimated except for the
Registration Fee) in connection with the offering described in the Registration
Statement:
Registration Fee................................... $1,334.89
Accountants' Fees and Expenses..................... 1,000.00
Legal Fees and Expenses............................ 5,000.00
Printing .......................................... 100.00
Miscellaneous...................................... 65.11
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Total............................................ $7,500.00
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Item 15. Indemnification of Directors and Officers.
Under the laws of the State of New York, the officers and directors of
the Registrant are entitled to indemnification by the Registrant, under certain
circumstances, pursuant to Sections 721-727 of the New York Business Corporation
Law which authorizes the Registrant, generally, to indemnify officers and
directors against both expenses and liabilities in connection with any
proceeding involving any such officer or director, other than in a proceeding by
or in the right of the Registrant to procure a judgment in its favor, if (i)
such officer or director acted in good faith and in a manner he reasonably
believed to be in the best interests of the Registrant; and (ii) with respect to
any criminal proceeding, such officer or director also had no reasonable cause
to believe his conduct was unlawful. In addition, such statute authorizes the
Registrant, generally, to indemnify officers and directors against amounts paid
in settlement and their expenses in connection with any proceeding by or in the
right of the Registrant to procure a judgment in its favor which involved the
officer or director, if such officer or director acted in good faith for a
purpose which he reasonably believed to be in the best interests of the
Registrant.
The Registrant is required to indemnify an officer or director, as set
forth above, if such officer or director has been successful on the merits or
otherwise in the defense of any matter referred to herein. Otherwise,
indemnification of an officer or director, unless ordered by a court, may be
made by the Registrant only as authorized in a specific case upon a
determination that indemnification is proper in the circumstances because the
officer or director met the applicable standard of conduct or
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because indemnification is permitted pursuant to Section 721 of the Business
Corporation Law. Such determination shall be made generally (a) by the Board of
Directors of the Registrant, acting by a quorum consisting of directors who were
not parties to the proceeding; or (b) if a quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs (i) by the Board of
Directors upon the written opinion of independent legal counsel that
indemnification is proper under the circumstances, or (ii) by the shareholders.
Article X of the Registrant's By-Laws provides that the Registrant
shall, to the fullest extent permitted by law, indemnify all its officers and
directors.
The Registrant's Certificate of Incorporation contains the provisions
of Section 402(b) of the Business Corporation Law of the State of New York
relating to the elimination of directors' liability for damages for breach of
duty in such capacity.
Item 16. Exhibits.
Exhibit Number Description of Exhibit
2.1 Amended and Restated Asset Purchase Agreement, dated as of October
4, 1995, among Crescent Public Communications Inc. ("Crescent"),
Crescent Communications, Inc. ("CCI"), AMNEX, Inc. and Friedli
Corporate Finance AG ("Friedli AG").1
2.2 Letter agreement, dated as of October 4, 1995, among the Company,
Crescent, CCI and Friedli AG pursuant to which, among other
matters, the Agreement was declared null and void.1
2.3 Letter agreement, dated as of October 4, 1995, among the Company,
Crescent, the stockholders of CCI and Friedli AG, among others.1
2.4 Stock Purchase Agreement, dated as of April 26, 1996, among AMNEX,
Inc., Robert A. Rowland, Delajane Rowland, Donald D. Simmons,
C. Michael Moehle, Barbara Ann Cromwell, Ellen E. Wood, Daniel N.
Matheson, Capital Network System, Inc., Capital Network
International, Inc., Capital Network Mexico, S.A. de C.V., and
Point to Point Communications Company.2
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1 Denotes document filed as an exhibit to the Registrant's Current Report
on Form 8-K for an event dated October 4, 1995, as amended (File
No. 0-17158), and incorporated herein by reference.
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2.5 First Amendment to Stock Purchase Agreement, dated as of
June 28, 1996, by and among the foregoing parties as well as
Sirrom Capital Corporation and Spectrum Global Telecommunications
Party Limited.2
2.6 Asset Purchase Agreement, dated as of November 20, 1996, among the
Company, Crescent Public Communications Inc. ("Crescent"), Coastal
Telecom Payphone Company, Inc. ("Coastal"), BEK Tel, Inc.
("BEK Tel"), Garden State Telephone Installation & Service Co.,
Inc. ("Garden State") and Brian E. King ("King") (Coastal, BEK Tel,
Garden State and King being collectively referred to as the
"Sellers").3
2.7 Supplement and modification letter, dated as of November 20, 1996,
among the Company, Crescent and the Sellers with respect to the
Asset Purchase Agreement.3
4 Specimen of certificate evidencing Common Shares of the
Registrant.4
5 Opinion of Certilman Balin Adler & Hyman, LLP regarding the
legality of the securities being registered.
23.1 Consent of Ernst & Young LLP (with respect to the
Company)
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2 Denotes document filed as an exhibit to the Registrant's Current
Report on Form 8-K for an event dated June 28, 1996, as amended (File
No. 0-17158), and incorporated herein by reference.
3 Denotes document filed as an exhibit to the Registrant's Current
Report on Form 8-K for an event dated November 20, 1996 (File No.
0-17158) and incorporated herein by reference.
4 Denotes document filed as an exhibit to the Registrant's Registration
Statement on Form S-3 (Registration No. 33-58084) and incorporated
herein by reference.
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23.2 Consent of Price Waterhouse LLP
23.3 Consent of Ernst & Young LLP (with respect to Crescent)
23.4 Consent of Certilman Balin Adler & Hyman, LLP (included in its
opinion filed as Exhibit 5)
24 Powers of Attorney (included in signature page forming a part
hereof)
Item 17. Undertakings.
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The undersigned Registrant hereby undertakes:
(l) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement; notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of the securities offered would
not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and
(iii) 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.
provided, however, that paragraphs (l)(i) and (l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to
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Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, as amended, each filing of the Registrant's annual
report pursuant to Section 13(a) or 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described under Item 15
above, 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 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 Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 New York, State of New York, on the 12th day of
December, 1996.
AMNEX, INC.
By:/s/Kenneth G. Baritz
Kenneth G. Baritz
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
President, Chief
Executive Officer and
Director (Principal
* Executive Officer) December 12, 1996
Peter M. Izzo, Jr.
Chairman of the
Board (Principal
* Financial Officer) December 12, 1996
Kenneth G. Baritz
Vice President - Finance,
Treasurer and Chief
Accounting Officer
(Principal Accounting
* Officer) December 12, 1996
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Richard L. Stoun
* Director December 12, 1996
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Michael V. Dettmers
*Kenneth G. Baritz, pursuant to Powers of Attorneys (executed by each of the
persons listed above and indicated as signed above, and filed with the
Securities and Exchange Commission), by signing his name hereto does hereby
sign and execute this amendment to the Registration Statement on behalf of each
of the persons named above and indicated as signing above in the capacities in
which the names of each appear above, and does hereby sign and execute this
amendment to the Registration Statement in his own behalf in the capacity of
Chairman of the board and Principal Financial Officer.
December 12, 1996 /s/ Kenneth G. Baritz
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Kenneth G. Baritz
