As filed with the Securities and Exchange Commission on June 1, 1995.
Registration No. 33-89590
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TOP SOURCE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-1027821
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2000 PGA Boulevard, Suite 3200, Palm Beach Gardens, FL 33408
(407) 775-5756
(Address, including zip code, and telephone number,including area code, of
registrant's principal executive offices)
Mr. Stuart Landow, President
TOP SOURCE TECHNOLOGIES, INC.
2000 PGA Boulevard, Suite 3200
Palm Beach Gardens, FL 33408
(407) 775-5756
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copy to:
Michael D. Harris, Esq.
Cohen, Chernay, Norris, Weinberger & Harris
712 U.S. Highway One, Fourth Floor
P.O. Box 13146
North Palm Beach, Florida 33408-7146
(407) 844-3600
Approximation date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box.
[ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box.
[X]
The combined Prospectus contained herein also relates to Registration
Statements File Numbers 33-57212, 33-63830 and 33-68092.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of each class offering aggregate Amount of
of securities Amount to be price per offering registration
to be registered registered share price fee
Common Stock 68,000 $6.75(1)<F1> $459,000 $ 158.28
($.001 par value)
TOTAL REGISTRATION FEE $ 158.28(2)<F2>
(1)<F1> Estimated solely for the purpose of computing the registration fee
based on the average of the high and low price of the Registrant's
common stock in the consolidated reporting system on the American
Stock Exchange on February 15, 1995.
(2)<F2> Paid in connection with the filing of the original Registration
Statement on February 17, 1995.
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 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
ii
TOP SOURCE TECHNOLOGIES, INC.
CROSS REFERENCE SHEET
Form S-3 Item Numbers and Caption Heading in Prospectus
1. Forepart of the Registration Statement and
Outside Front Cover of Prospectus . . . Cover Page of Form S-3
and Cover Page of
Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus . . . . . . . . . . . . . . . Inside Front and Outside
Back Cover Pages of
Prospectus
3. Summary Information, Risk Factors . . . . Not Applicable and
and Ratio of Earning to Fixed Charges Risk Factors
4. Use of Proceeds . . . . . . . . . . . . . Cover Page of Prospectus
5. Determination of Offering Price . . . . . Cover Page of Prospectus
6. Dilution . . . . . . . . . . . . . . . . . Recent Developments
7. Selling Security Holders . . . . . . . . . Selling Stockholders
8. Plan of Distribution . . . . . . . . . . . Cover Page of Prospectus
and Plan of Distribution
9. Description of Securities to be Registered Documents Incorporated by
Reference
10. Interests of Named Experts and Counsel . . Legal Matters and Experts
11. Material Changes . . . . . . . . . . . . . Not Applicable
12. Incorporation of Certain Information . . . Documents Incorporated by
By Reference Reference
13. Disclosure of Commission Position on . . Part II
Indemnification for Securities Act Liabilities
14. Other Expenses of Issuance and Distribution
Part II
15. Indemnification of Directors and Officers Part II
16. Exhibits and Financial Statement Schedules Part II
17. Undertakings . . . . . . . . . . . . . . . Part II
iii
Preliminary Prospectus dated May 31, 1995
Subject to Completion
PROSPECTUS
TOP SOURCE TECHNOLOGIES, INC.
This Prospectus relates to an aggregate of 2,961,982 shares of common
stock, $.001 par value per share and 20,200 warrants exercisable at $4.00
(collectively the "Securities") of Top Source Technologies, Inc. (the
"Company") being offered for sale by certain stockholders of the Company
(the "Selling Stockholders"). Collectively, the shares of common stock
being offered by the Selling Stockholders is 14.2% of the shares
outstanding as of May 23, 1995. Prior to this offering, the Company's
officers, directors and principal stockholders beneficially own 24.2% of
the Company's common stock assuming exercise of vested options and
warrants. Upon completion of this offering and assuming all shares offered
hereby are sold, the Company's officers, directors and principal
stockholders will beneficially own 15.5% of the Company's common stock
assuming exercise of vested options and warrants. One principal
stockholder, Ganz Capital Management, Inc. ("Ganz Capital") is a registered
investment advisor. As the result of investment power over the accounts of
its clients, it and its affiliates are the beneficial owners of 3,827,540
shares of common stock of which 1,508,800 shares are being offered for sale
pursuant to this Prospectus. See "Recent Developments". On May 23, 1995,
the closing price of the Company's stock on the American Stock Exchange was
$5 5/8.
All of the Securities are offered for the respective accounts of the
Selling Stockholders as listed in this Prospectus under "Selling
Stockholders". This Prospectus will also cover sales of less than 500
shares by donees and pledgees of the Selling Stockholders. The Company
1
will receive none of the proceeds from the sale of the shares of common
stock by the Selling Stockholders. However, the Company will receive a
maximum of approximately $467,500 in connection with the exercise of
339,500 options and 80,200 warrants, the underlying shares of which are
covered by this Prospectus. Such proceeds will be used for general
corporate purposes. All of the expenses of this offering, estimated at
$33,500, will be borne by the Company.
The Company has been advised by the Selling Stockholders that the
Securities may be offered and sold from time to time by or on behalf of the
Selling Stockholders, in or through transactions or distributions
(including crosses and block transactions) on the American Stock Exchange
or in the over-the-counter market at market prices prevailing at the time
of sale, or at negotiated prices, and in connection therewith commissions
may be paid to brokers. Brokers participating in such transactions may act
as agents for the Selling Stockholders. The Selling Stockholders, and any
brokers participating in this offering may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, and any commissions
received by them may be deemed to be underwriting compensation.
THE SECURITIES OFFERED HEREBY INVOLVE 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
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
2
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith is required to file reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information concerning the Company
can be inspected and copied at the Public Reference Room maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and
at the Commission's regional offices at 500 West Madison Street, Suite
1400, Chicago, Illinois 60604-2511, and 7 World Trade Center, 13th Floor,
New York, New York 10048. Copies of this material may also be obtained
from the Public Reference Section of the Commission, 450 Fifth Street N.W.,
Washington, D.C. 20549, at prescribed rates. Reports, proxy statements and
other information concerning the Company can also be inspected at the
offices of the American Stock Exchange, Inc., 86 Trinity Place, New York,
New York 10006.
The Company has filed with the Commission four Registration
Statements under the Securities Act of 1933 with respect to the Securities
offered by this Prospectus. This Prospectus does not contain all the
information set forth in the Registration Statements certain parts of which
are omitted in accordance with the rules of the Commission. For further
information with respect to the Company and the Securities offered hereby,
reference is made to the Registration
3
Statements including the exhibits.
Statements contained in this Prospectus as to the contents of any contract
or other document are not necessarily complete and, where the contract or
other document has been filed as an exhibit to the Registration Statements
each such statement is qualified in all respects by reference to the
applicable document filed with the Commission.
The Company will provide without charge to each person, including
any beneficial owner, to whom a copy of this Prospectus is delivered, upon
written or oral request of such person, a copy of any or all of the
information that has been incorporated by reference in this Prospectus
(other than exhibits). Requests should be directed to the Company at its
principal executive offices, 2000 PGA Boulevard, Suite 3200, Palm Beach
Gardens, Florida 33408, telephone (407) 775-5756.
4
DOCUMENTS INCORPORATED BY REFERENCE
On October 6, 1992, the Company's change of domicile merger from
Colorado to Delaware became effective. Top Source, Inc., a Colorado
corporation merged into its wholly-owned subsidiary Top Source
Technologies, Inc., formerly known as Top Source, Inc., a Delaware
corporation. The specifics of the merger are described in the Form 8-B
filed with the Commission on November 14, 1992, which is specifically
incorporated by reference into this Prospectus. As a result of the change
of domicile merger, the Form 8-A which is incorporated by reference herein,
was filed with the Commission by the Company's predecessor, Top Source,
Inc., a Colorado corporation.
The following documents filed with the Commission are hereby
specifically incorporated by reference into this Prospectus:
(a) The Company's annual report on Form 10-K for the fiscal year
ended September 30, 1994 and all amendments thereto including
Amendment No. 1 to Form 10-K filed May 4, 1995 and Amendment No.
2 to Form 10-K filed May 31, 1995.
(b) The Company's quarterly reports on Form 10-Q for the quarters
ended December 31, 1994 and March 31, 1995;
(c) The Company's proxy statement dated January 20, 1995 filed
pursuant to Section 14 of the Exchange Act;
5
(d) The Company's report on Form 8-K filed January 6, 1995;
(e) The Company's reports on Form 8-K filed July 16, 1995, Form 8-K/A
No. 1 filed August 9,1995, Form 8-K/A No. 2 filed September 7,
1993, Form 8-K/A No. 3 filed November 16, 1993 and Form 8-K/A
No. 4 filed December 22, 1993;
(f) The description of the Company's common stock which is contained
in the registration statement on Form 8-A filed on March 12,
1992, File No. 1-11046, including any amendments or reports filed
for the purpose of updating such description;
(g) The description of the Company's rights which is contained in the
registration statement on Form 8-A filed on May 10, 1995, File
No. 1 - 11046 including any amendments or reports filed
for the purpose of updating such description.
(h) The description of the Company's change of domicile merger which
is contained in the registration statement on Form 8-B filed on
November 14, 1992 and any amendments and reports thereto; and
(i) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since September 30, 1994.
6
In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering made by this Prospectus shall be deemed to be
incorporated by reference into this Prospectus. Any statement contained in
a document incorporated or deemed to be incorporated by reference in this
Prospectus shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained in this Prospectus
or in any other subsequently filed document which also is or is deemed to
be incorporated by reference in this Prospectus or in a supplement hereto
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.
7
RISK FACTORS
The Securities offered hereby involve a high degree of risk,
including, but not necessarily limited to the risk factors described below.
Each prospective investor should carefully consider the following risk
factors inherent in and affecting the business of the Company and this
offering before making an investment decision.
HISTORICAL LOSSES. Although the Company reported net income of
approximately $2.0 million for fiscal 1994 as a result of an approximately
$2.3 million income tax benefit consisting primarily of the reduction in
the valuation allowance, since inception it has never earned income from
operations. For fiscal 1994, the Company lost $486,294 from operations and
at September 30, 1994 had an accumulated deficit of approximately $9.6
million. For the fiscal years ended September 30, 1993 and 1992, the
Company sustained net losses of approximately $3.6 and $2.1 million,
respectively. See Item 8. "Financial Statements and Supplementary Data" of
the Form 10-K, as amended, for the year ended September 30, 1994, which is
incorporated by reference in this Prospectus. The Company reported net
losses from operations for the quarters ended December 31, 1994 and March
31, 1995 and expects to report a loss from operations for fiscal 1995.
There can be no assurances that the Company will be profitable from
operations in the future.
DIFFICULTIES IN INTRODUCTION OF ON-SITE OIL ANALYZER. The Company is
introducing a new product which is a unique on-site oil analyzer ("OSA").
8
The Company has developed the OSA in conjunction with Thermo Jarrell Ash
Corporation ("TJA"), a subsidiary of Thermo Instrument Systems Inc., for
use in the petrochemical, automotive and equipment service industries. The
Company began its roll-out of the OSAs in December 1994. The Company
believes that the OSAs represent a substantial future opportunity and,
accordingly, it is devoting significant resources to supporting its
introduction. In the initial roll-out, the Company and its customers have
encountered hardware difficulties caused by the initial units assembled by
TJA and found software problems. As of late April 1995, three OSAs
delivered to an oil refinery were producing limited revenue; seven
equipment maintenance OSAs were being retrofited to correct problems. To
support the roll-out, TJA has shifted assembly to a new plant and devoted
resources to correcting the initial design problems. Similarly, the
Company has devoted substantial effort to enhance the software. Although
the Company has been recently notified by a multinational oil company,
which has installed two OSAs used in process control at two parts of the
refinery and one for equipment maintenance, that it wishes to use OSAs at
nine refineries in the United States and Canada and expand the OSAs to
other parts of the refineries, the Company will be required to recruit
substantial additional personnel to assist in the installation of OSAs at
other refineries and in the expansion to other parts of the refineries.
The expansion schedules are currently under development by the oil company.
Expansion will require additional software development. The first
expansion effort is currently underway at the initial refinery. The
software has been developed for this phase and installation is awaiting the
refinery's delivery of an equipped trailer.
9
Additionally, the Company is continuing to modify marketing approaches in
order to stimulate other initial customers to increase their utilization of
the OSAs. The Company is expending significant amounts in rolling-out the
OSAs which is adversely affecting operating results during the current
fiscal year. The Company currently expects to report a loss from operations
for fiscal 1995 on a consolidated basis. This is due to a conscious
decision by the Company to invest significantly greater amounts of expenses
to accelerate the deployment of OSAs. There can be no assurance that over
a sustained period the OSAs will generate a substantial increase in revenue
for the Company or create income from operations.
UNCERTAINTY OF PRODUCT DEVELOPMENT. The OSAs are complex equipment
utilizing hardware and software developed by TJA and software developed by
the Company over more than a two year period. The OSAs underwent beta
testing during fiscal 1994 and, as a result, various changes were made to
meet the particular requirements of OSA customers and to correct problems
that were discovered. Beta testing refers to the process through which
early versions of a new product are shipped to customers so as to further
refine the product. As is common with sophisticated computer software and
complex machinery, developmental difficulties or problems only become
apparent subsequent to widespread commercial use. Problems which may arise
in the operation of OSAs could have a material adverse effect upon the
Company's future operations. As stated in the risk factor immediately
above, the initial OSAs contained first-stage hardware and software
problems which the Company has been working with TJA to eliminate during
the current fiscal year. Continued
10
modifications are being made to correct design problems in the hardware
assembled by TJA. No assurances can be given that TJA can correct these
problems in a timely manner.
CHANGING TECHNOLOGY; COMPETITIVE FACTORS. The OSAs represent a
technological breakthrough affecting the oil analysis industry. Oil
analysis is a 50-year old technology which is widely used for diagnostic
and preventative maintenance programs for equipment by various industries.
It is also used for quality control and pipeline monitoring in the
petroleum industry. The Company currently operates three oil analysis
laboratories and believes it is one of the largest providers of such
laboratory based service in the United States. Essentially, the OSAs
analyze oil at the end user's location thereby avoiding the need to send
petroleum samples to a central laboratory (including the laboratories
operated by the Company). The OSAs utilize complex computer software. In
general, the computer industry is subject to rapid and significantly
changing technology including potential introduction of new products and
technologies which may have a material adverse impact upon the OSAs and the
Company's oil analysis laboratories. Although the Company believes that it
has a significant advantage over potential competitors as a result of over
two years of research and development in conjunction with TJA and the
proprietary nature of the resulting technology, no assurance can be given
that either a comparable or more advanced on-site oil analyzer will not be
developed in the future by one or more third parties.
11
PATENTS AND PROPRIETARY INFORMATION. Historically, the Company
generated almost all of its revenue from products subject to patents and
patent applications exclusively licensed to the Company. During fiscal
1995, the Company anticipates that a material portion of its revenue will
come from its Overhead Sound Systems ("OSS"). The Company's OSS is covered
by a patent license limited to the United States and Canada. The Company
and TJA have each applied for patents covering various features of the
OSAs. In addition, steps have been taken to protect trade secrets through
appropriate confidentiality agreements. There can be no assurance that the
patent applications for the OSAs will be granted. The failure by the
Company or TJA to obtain patents and protect their respective trade secrets
could have a material adverse effect on the Company by increasing the
likelihood of competition. In addition, other companies may independently
develop equivalent or superior technologies and may obtain patent or
similar rights with respect to them. Although the Company believes that
the hardware and software technology for the OSAs has been independently
developed by it and TJA, and that such technology does not infringe on the
patents or violate the proprietary rights of others, there can be no
assurance that the OSAs will not be determined to infringe upon the patents
or proprietary rights of others, or that patents or proprietary rights of
others will not have a material adverse effect on the ability of the
Company to commercialize the OSAs. Patent and technology disputes are
common with high technology products and services.
DEPENDENCE ON THIRD-PARTY MANUFACTURER. The Company and TJA recently
entered into an agreement for the development, manufacture and
12
marketing of the OSAs. Under this agreement, TJA has the exclusive
manufacturing rights for the OSAs and the Company has the exclusive
marketing rights for the automotive, petrochemical and equipment service
industries. The Company's ability to meet commitments for delivery of the
OSAs is partially dependent upon TJA's ability to manufacture OSAs in a
timely manner. As stated above, there have been problems resulting from
assembly and software defects that have delayed the Company's roll-out of
the OSAs. There can be no assurance that such delays will not occur in the
future or that operational problems with the OSAs will not occur. The
Company's prospects could be adversely affected to the extent any such
problems result in failures by the Company to meet customer orders on a
timely basis or failures to deliver OSAs that provide the contracted-for
services. Additionally, due to the proprietary technology of the OSAs, the
Company may not be able to locate other qualified third party manufacturers
in the event that TJA fails to comply with the agreement.
NEED TO MANAGE GROWTH. The Company anticipates that it will grow
substantially during the fiscal year beginning October 1, 1995. In order
to support such growth, the Company must recruit a substantial number of
persons with the appropriate technical expertise to develop and engineer
changes to the OSAs designed to serve the petrochemical industry, supervise
the installation of OSAs at customer sites, and assist customers in
utilizing the OSAs. In addition, during late fiscal 1993 and fiscal 1994,
the Company experienced significant growth as a result of its acquisition
of two industrial oil analysis laboratories and receipt of the Jeep(R)
Cherokee OSS factory-installed purchase order
13
from Chrysler. In addition
to the anticipated growth resulting from the need to properly support the
OSAs, the Company has just signed a new lease for its Detroit, Michigan
area assembly operation to meet increased orders for its OSS. The
Company's success depends in part on its ability to manage this growth,
integrate the operations of the two oil analysis laboratories and
substantially expand its OSS assembly operation. The Company's chief
financial officer has been given the responsibility of running United
Testing Group, Inc. ("UTG"), the Company's industrial oil analysis
subsidiary, in order to fill a management void which has become apparent in
the past year. No assurances can be given that the Company will be able to
manage this growth and achieve operating profits.
RELIANCE ON MAJOR CUSTOMER. The Company has traditionally relied upon
Chrysler and in fiscal 1994, 59.8% of the Company's net revenue came from
Chrysler. Although the Company anticipates that Chrysler will remain its
single largest customer during fiscal 1995, its initial experience with the
OSAs delivered during December 1994 and January 1995, suggests that this
reliance upon Chrysler may be materially lessened during fiscal 1996 and
that in subsequent years Chrysler will account for increasingly lower
percentages of the Company's revenue. However, there can be no assurance
that the revenue from OSAs will increase as expected. For that reason, the
loss of Chrysler as a customer, or impairment of the Company's reputation
with the industries it serves, could have a material adverse effect upon
the Company. No assurance can be given that the Company will supply
Chrysler with OSS units in the future.
14
GOVERNMENTAL REGULATION. The Company's industrial oil analysis
laboratories routinely dispose of used oil in the ordinary course of
business and as such are subject to federal, state and local regulations.
To handle this oil disposal, UTG hires a licensed, insured third party.
The Company believes that UTG and its predecessors are and have been in
material compliance with all rules and regulations of the federal, state
and local environmental agencies. Environmental compliance costs are not
expected to have a material effect on the financial condition and results
of operations of the Company. However, in the event of significant changes
in statutes or regulations or unforeseen problems in connection with the
storage of the used oil, the transportation of the used oil or the disposal
thereof, site environmental compliance costs may have a material adverse
affect on the Company.
NEW TECHNOLOGIES AND OTHER CONSIDERATIONS. In order to expand its
current product line, the Company may continue to seek new technologies and
products. This aspect of the Company's business involves a number of
special risks. Because of these risks, the Company will seek capital input
and strategic partners to sell equity in suitable products and technologies
to these partners in order to reduce the risks to investors. Also, the
Company will seek to avoid substantial and long-term expense associated
with the necessary research and development. Assuming that the Company is
able to enter into agreements with such partners and that those partners
will be able to carry out the necessary research and development, there is
the risk that the technologies will not perform as expected or be cost
effective. Assuming successful
15
research and development, there remains the
risks of being able to market the products and locate industry partners or
others able to manufacture the products according to stringent quality
control standards and in a viable economic manner. There can be no
assurance that the Company will be able to successfully locate such
technologies and if so, will be able to find strategic partners able to
develop and market new technologies. Finally, there is the risk that while
the Company is seeking to commercialize a new technology, a competitor will
develop technologies which are more commercially viable thereby reducing
the viability of the Company's products.
ANTI-TAKEOVER CONSIDERATIONS. In 1993, the Company's stockholders
approved five amendments to the Company's Certificate of Incorporation (the
"1993 Amendments"). Additionally, on December 13, 1994, the Company's
Board of Directors (without seeking stockholder approval) adopted a
Shareholder Rights Plan (the "Rights Plan"), collectively, the "Anti-
Takeover Provisions". The 1993 Amendments consist of: (i) empowering the
Board of Directors, without further action by the stockholders, to issue up
to 5,000,000 shares of preferred stock in one or more series, with such
designations, preferences, special rights, qualifications, limitations and
restrictions as the Board may determine; (ii) establishing a classified
Board of Directors whereby election of the directors is staggered and each
year approximately one-third of the directors are elected for a three year
term; (iii) requiring a super-majority vote to remove directors for "cause"
of either: (1) 75% of the stockholders or (2) 66-2/3% of the stockholders
and the majority of the "disinterested directors"; (iv) providing that
stockholder action taken
16
by written consent in lieu of a meeting is
prohibited unless such consent is signed by the holders of at least two-
thirds of the stock; and (v) restricting stockholder nomination of
directors to any stockholder with the power to vote at least 10% of the
outstanding voting securities of the Company who timely complies with
specific notice procedures. In connection with the Rights Plan, the Board
declared a dividend of one Preferred Stock Purchase Right (the "Rights")
for each outstanding share of the Company's common stock. The Rights
permit the holders (stockholders of the Company) to purchase Series A
Junior Preferred Stock. Holders of Rights have the right to acquire stock
of the Company or an "acquiring entity" at half of market value. The
Rights only become exercisable in the event, with certain exceptions, an
acquiring party becomes beneficial owner of 12 1/2% percent or more (or
17 1/2% percent or more in the case of stockholders who beneficially
owned more than 10% as of December 13, 1994) of the Company's voting stock.
These Rights may be redeemed by the Company at $.01 per Right prior to the
close of business on the 10th day after a public announcement that
beneficial ownership of ownership of 12 1/2% or more (or 17 1/2% or more
in the case of beneficial owners of 10% or more on December 13, 1994) of
the Company's voting stock has been accumulated by single acquirer or group
(with certain exceptions), under specified circumstances.
The Anti-Takeover Provisions may make it more difficult or discourage
a proxy contest or the assumption of control by a holder of a substantial
block of the Company's common stock because it is more difficult to remove
the incumbent Board. Thus, the Anti-Takeover
17
Proposals have the affect of:
(i) entrenching incumbent management, and (ii) discouraging a third party
from making a tender offer at a premium over the market price or otherwise
attempting to obtain control of the Company even though such an attempt
could be desired by a substantial member of the Company's stockholders.
The Anti-Takeover Provisions were not intended to prevent a takeover of the
Company on terms which are beneficial to the stockholders and will not do
so. They may, however, deter an attempt to acquire the Company in a manner
or on terms that the Board of Directors determines not to be in the best
interest of its stockholders.
DEPENDENCE ON KEY PERSONNEL. While in the past the Company has been
dependent upon certain members of its management team and key consultants,
it has taken steps to reduce this dependence. It has exposed certain key
middle management members to the duties of key executive officers and
caused such middle management members to develop relationships with key
customers, suppliers and other persons. As a result of these steps, the
Company believes that it has lessened its dependence upon key personnel and
accordingly it has reduced the key man life insurance policies so that the
Company now owns $500,000 policies insuring the lives of Messrs. Stuart
Landow and Christer Rosen, President and Executive Vice President,
respectively, of the Company.
COMPETITION. Competition in the automotive business and the oil
analysis business is intense; however, the Company is not selling and has
no intention to sell its products and services directly to consumers. With
regard to the Company's OSS business, it believes it
18
has no significant
competition. The Company holds patents on the overhead mounting system.
If a customer chooses to use such system it must come to the Company. The
primary factor involved in whether or not a customer will choose to use an
overhead mounting system rather than a traditional speaker system is cost.
In this regard, the Company believes that its OSS system results in a
reduced cost of production. With regard to UTG's industrial oil analysis
business, significant competition exists. However, the Company believes
its extensive database of tests provides it with a significant competitive
edge. However, due to service problems which arose in connection with its
1993 oil analysis acquisitions and the consolidation of two distinct
operations, UTG lost business from existing customers. The Company has
responded to these consolidation problems and recently placed its chief
financial officer in charge of UTG. While the Company believes it offers
viable products/services and meets the needs of its customers in all
aspects of its business, there can be no assurance that other products and
services superior to those of the Company will not be developed or offered
in the future by competitors.
OUTSTANDING OPTIONS AND WARRANTS. There are outstanding vested
options and currently exercisable warrants to purchase 2,389,980 shares of
the Company's common stock some of which are exercisable below the current
market price1.<F3> The range of the exercise prices is from approximately
$.28 to $8.75 per share. The following represents the
1<F3> There are an additional 1,024,647 unvested options which are not
currently exercisable.
19
number of outstanding vested options and currently exercisable warrants
outstanding at February 15, 1995 and their exercise prices:
No. of Options Approximate
or Warrants Exercise Price
10,000 Options $.28
810,000 Options .53
30,000 Options .56
100,000 Options 1.50
50,000 Options 1.78
200,000 Options 2.065
217,500 Options 2.13
40,000 Options 2.19
27,000 Options 2.38
5,000 Options 2.3125
20,000 Options 2.56
25,000 Options 2.69
65,000 Options 2.94
30,000 Options 3.13
91,000 Options 3.19
25,000 Options 3.38
40,000 Options 3.50
73,000 Options 3.56
38,750 Options 4.75
29,280 Options 5.75
15,000 Options 5.875
20,500 Options 6.125
10,000 Options 6.25
175,250 Options 6.50
77,000 Options 6.625
75,000 Options 6.75
10,000 Options 8.75
60,500 Warrants2<F4> 1.00
20,200 Warrants3<F5> 4.00
For the life of all such options and warrants, the holders thereof
will have the opportunity to profit from a rise in the market price of the
Company's common stock, with a resulting dilution in the interest of
holders of common stock. The terms on which the Company will be able to
2<F4> The shares underlying these warrants may be offered for sale
pursuant to this Prospectus.
3<F5> These warrants and the shares underlying them may be offered for
sale pursuant to this Prospectus.
20
obtain additional capital during the life of such options and warrants may
be adversely affected, and the holders of such options and warrants may be
expected to exercise their rights at a time when the Company would, in all
likelihood, be able to obtain any needed capital by a new offering of
securities on terms more favorable to the Company than those provided by
such options and warrants.
POSSIBLE VOLATILITY OF COMMON STOCK PRICES. The stock market has from
time to time experienced significant price and volume fluctuations that may
be unrelated to the operating performance of any particular company.
Moreover, the Company's common stock has historically been subject to
periodic price and volume swings which have been unrelated to the Company's
results of operations. Various factors and events including future
announcements of technological innovations or new products by the Company
or its competitors, developments or disputes concerning, among other
things, patents or proprietary rights, publicity regarding actual or
potential results relating to products under development by the Company or
its competitors, regulatory developments in the United States, and economic
and other external factors, as well as fluctuations in the Company's
financial results, may have a significant impact on the market price of the
shares of common stock and the Company's business.
POTENTIAL FUTURE SALES. As of April 30, 1995 the Company had issued
and outstanding 27,313,080 shares of common stock, of which 4,580,336
shares were "restricted securities", as that term is defined under Rule 144
promulgated under the Securities Act of 1933, as amended
21
(the "Securities Act"). In addition to the 2,961,982 shares covered by this
Prospectus, a total of 1,673,771 outstanding shares of restricted common
stock may currently be publicly sold under Rule 144 and a total of up to
3,410,927 shares of common stock underlying outstanding options (including
unvested options) may be sold under a current Registration Statement under
Form S-8 permitting immediate resale. Future sales of shares made pursuant
to registration statements, under Rule 144 or under Regulation S may have
an adverse effect on the then prevailing market price of the common stock
and adversely affect the Company's ability to obtain future financing in
the capital markets. In this regard, for the last six months of calendar
1994 average daily volume of the Company's common stock has been
approximately 103,393 shares.
NO DIVIDENDS. The Company intends to retain future earnings, if any,
to finance its growth. Accordingly, any potential investor who anticipates
the need for current dividends from his investment should not purchase any
of the shares offered hereby.
RECENT DEVELOPMENTS
The Company's OSA line of credit with the First Union National Bank
requires the Company, among other things, to pay TJA $1.9 million in order
to be able to draw on the line. To date, the Company has paid approximately
$1.2 million. To meet the remainder of its obligation to First Union
National Bank and to fund OSA operating costs, the Company has arranged
with its principal stockholder, Ganz Capital, to sell $3 million of
convertible notes to clients of Ganz Capital. The Company
22
and Ganz Capital are in the final stages of negotiations, and the Company
expects to close the sale of the notes in June 1995. The Company and
Ganz Capital have agreed that the notes will pay 9% per annum interest
and be convertible after one year into shares of the Company's common stock
at $10.00 per share. The Company has agreed to register the shares of
common stock to permit public sale in the event of conversion.
In April 1995, the Company increased its working capital line of
credit with the First Union National Bank by $250,000 to $750,000 to
support the increased expenses associated with the roll-out of the OSAs and
as of May 3, 1995 had no balance outstanding. The Company regularly uses
this line of credit and repays it on a monthly basis.
23
SELLING STOCKHOLDERS
TABLE OF SELLING STOCKHOLDERS
The following tables set forth information furnished by the selling
stockholders listed in the tables which follow, collectively referred to
as the "Selling Stockholders", with respect to the number of shares of the
Company's common stock, warrants exercisable at $4.00 per share and shares
of common stock underlying the warrants owned by each Selling
Stockholder4<F6> on the date of this Prospectus, the shares offered hereby,
and the number and percentage of outstanding shares to be owned by each
Selling Stockholder after the offering. Up to 347,000 shares of common
stock may be offered for sale by Selling Stockholders on the June 23, 1993
table pursuant to this Prospectus, up to 3,294,798 shares of common stock
and 20,200 warrants exercisable at $4.00 per share may be offered for sale
by the Selling Stockholders on the January 12, 1994 table, and up to 68,000
shares of common stock may be offered for sale by the Selling Stockholders
on the ________________, 1995 table pursuant to this Prospectus. Except as
indicated in the footnotes to the tables of Selling Stockholders, no
Selling Stockholder has held any position, office, or had a material
relationship with the Company within the past three years.
4<F6> There are some Selling Stockholders who appear in all, two or
three of the Selling Stockholders tables. The accurate numbers
for ownership prior to and after this offering and the percentage
owned after offering for those Selling Stockholders is the
aggregate of the numbers disclosed on each appropriate Selling
Stockholders table.
24
SECURITIES CONTAINED IN THE REGISTRATION STATEMENT
DECLARED EFFECTIVE JUNE 23, 1993
Percentage
Ownership Securities Ownership Owned
Selling Prior to Being After After
Stockholder Offering Offered Offering Offering
Ayers, Katherine
Shares of Common Stock 10,000 10,000 None 0
Baran, Bradley and Barbara
Shares of Common Stock 20,000 20,000 None 0
Baylin, Celia 5<F7>
Shares of Common Stock 10,000 10,000 None 0
Baylin, Jack 5<F7>
Shares of Common Stock 10,000 10,000 None 0
Dominick, Hermine 5<F7>
Shares of Common Stock 1,000 1,000 None 0
Elfenbein, Mildred 5<F7>
Shares of Common Stock 3,000 3,000 None 0
Etkes, Raphel 5<F7>
Shares of Common Stock 2,000 2,000 None 0
Freid, Herb 5<F7>
Shares of Common Stock 10,000 10,000 None 0
Fry, W. Scott and Barbara
Shares of Common Stock 5,000 5,000 None 0
Glasser, Robert 5<F7>
Shares of Common Stock 2,000 2,000 None 0
Goldstein, David 5<F7>
Shares of Common Stock 4,000 4,000 None 0
Greif, II, David 5<F7>
Shares of Common Stock 5,000 5,000 None 0
Greif, Michael 5<F7>
Shares of Common Stock 2,000 2,000 None 0
Greif, Nanette L. 5<F7>
Shares of Common Stock 2,000 2,000 None 0
Himmelrich, Barbara 5<F7>
Shares of Common Stock6,000 6,000 None 0
Jamison, Phil 6<F8>
Shares of Common Stock 100 100 None 0
Jennings, Laura 7<F9>
Shares of Common Stock 200 200 None 0
Jordan, Michael
Shares of Common Stock 7,000 7,000 None 0
Joyce, Patricia 8<F10>
Shares of Common Stock 100 100 None 0
25
Kreithen, Martin and Sylvia 5<F7>
Shares of Common Stock 3,000 3,000 None 0
Langhammer, Fred 5<F7>
Shares of Common Stock 2,000 2,000 None 0
Laskin, Bruce and Sandy 5<F7>
Shares of Common Stock 3,000 3,000 None 0
Lewis, David L. and Cheryl L.
Shares of Common Stock 5,000 5,000 None 0
Ott, Jane M. 7<F9>
Shares of Common Stock 500 500 None 0
Podhurst, Aaron 5<F7>
Shares of Common Stock 5,000 5,000 None 0
Slade, Inc. 5<F7>
Shares of Common Stock 15,000 15,000 None 0
Smith, Jay Thomas
Shares of Common Stock 26,000 26,000 None 0
Smith, Sam 5<F7>
Shares of Common Stock 3,000 3,000 None 0
Taxman, Richard D.
Shares of Common Stock 15,000 15,000 None 0
Thompson, Joe B.
Shares of Common Stock 20,000 20,000 None 0
Underwood, Lawrence M.
Shares of Common Stock 50,000 50,000 None 0
Univest Management, Inc. 9<F13>
Shares of Common Stock 10,000 10,000 None 0
Ward, Karen E. 10<F12>
Shares of Common Stock 300 300 None 0
Wasserman, Leonard
and Dorothy 5<F7>
Shares of Common Stock 5,000 5,000 None 0
Wolman, Charitable
Income Trust 5<F7>
Shares of Common Stock 85,000 85,000 None 0
5<F7> Held in a discretionary account managed by Ganz Capital which has
investment power but not voting power over these shares.
6<F8> An employee of Ganz Capital.
7<F9> An employee of the Company.
8<F10> One of the two former stockholders of Spectro Metrics, Inc. which
stock was sold to the Company in July 1993.
9<F11> Owned and controlled by a former consultant to the Company.
Consists of shares underlying options.
10<F12> A former employee of the Company
26
SECURITIES CONTAINED IN THE REGISTRATION STATEMENT
DECLARED EFFECTIVE JANUARY 12, 1994
Percentage
Ownership Securities Ownership Owned
Selling Prior to Being After After
Stockholder Offering Offered Offering Offering
Abrams, Bernard and
Annette, JTWROS
Shares of Common Stock 5,000 5,000 None 0
Andrews, Clarence D.
Shares of Common Stock 5,000 5,000 None 0
Andrews, Roselyn
Shares of Common Stock 1,500 1,500 None 0
Appleton Associates
Shares of Common Stock 64,000 64,000 None 0
Arthur, Paul Conn
Shares of Common Stock 5,000 5,000 None 0
Bader Bag Co. PSP 11<F13>
Shares of Common Stock 1,800 1,800 None 0
Baffa, Robert A.
Shares of Common Stock 6,000 6,000 None 0
Baron, Alan and Judy, JTWROS 11<F13>
Shares of Common Stock 5,000 5,000 None 0
Barranger, George H. and
Bessie C.
Shares of Common Stock 5,000 5,000 None 0
Basaco, Richard Miguel
Shares of Common Stock 5,000 5,000 None 0
Baylin, Jack 11<F13>
Shares of Common Stock 10,000 10,000 None 0
Bear Stearns Securities Corp.
Probasco, Robert E., IRA/SEP
Shares of Common Stock 2,000 2,000 None 0
Benjamin, Donald H.
Shares of Common Stock 20,000 20,000 None 0
Blank, Shirley
Shares of Common Stock 6,000 6,000 None 0
British Far East Ltd.
Shares of Common Stock 14,583 14,583 None 0
Underlying Options
Broad, Marlene IRA 11<F13>
Shares of Common Stock 2,700 2,700 None 0
Broad, Norman IRA 11<F13>
Shares of Common Stock 3,600 3,600 None 0
Buntco, Inc.,
Profit Sharing 11<F13>
Shares of Common Stock 7,600 7,600 None 0
27
Burd, Ronald P. 12<F14> and
Joyce W.
Shares of Common Stock 25,000 25,000 None 0
Burson, Louise 13<F15>
Shares of Common Stock 4,000 4,000 None 0
CBG 401K P/S RV 11<F13>
Shares of Common Stock 8,100 8,100 None 0
CD Associates 11<F13>
Shares of Common Stock 87,500 87,500 None 0
Cherchio, Richard
Shares of Common Stock 5,000 5,000 None 0
Cole, Elliot and Carol,
JTWROS
Shares of Common Stock 26,000 26,000 None 0
Comegys, Robert 14<F16>
Shares of Common Stock 5,000 5,000 None 0
Coty, Rona
Shares of Common Stock 20,000 20,000 None 0
Cullen, Gilbert H. DDS 11<F13>
Shares of Common Stock 1,600 1,600 None 0
Dean Witter, Custodian for
Kaaren Reagan, IRA 11<F13>
Shares of Common Stock 3,000 3,000 None 0
Dellheim, Shirley 11<F13>
Shares of Common Stock 10,900 10,900 None 0
Demchick, Mildred WB Acc. 11<F13>
Shares of Common Stock 7,400 7,400 None 0
Drs. Dimarino, Kroop, Gastro
Intestinal Assoc. P.A. PSP
and Trust 11<F13>
Shares of Common Stock 3,600 3,600 None 0
Deutch, Lenore 11<F13>
Shares of Common Stock 9,000 9,000 None 0
Disporto, Frank and Xionaro,
JTWROS
Shares of Common Stock 4,000 4,000 None 0
Dohm, Sally V.
Shares of Common Stock 10,000 10,000 None 0
Dolchin, Michael, 11<F13> Dean Witter
IRA R/O Cust FBO,
(a/c 509-113998-159)
Shares of Common Stock 10,800 10,800 None 0
Drogin, Ely
Shares of Common Stock 2,000 2,000 None 0
28
Durham, Dee 14<F16>
Shares of Common Stock 3,000 3,000 None 0
Edelman, Alan S.
Shares of Common Stock 5,400 5,400 None 0
Eisenberger, Harvey
Shares of Common Stock 20,000 20,000 None 0
England, Richard 5% Charitable
UniTrust, Cust. 11<F13>
Shares of Common Stock 18,100 18,100 None 0
Epstein, David Alan IRA 11<F13>
Shares of Common Stock 1,600 1,600 None 0
Eye Surgery Associates
Pension Trust 11<F13>
Shares of Common Stock 11,100 11,100 None 0
Featherstone, Emer D.
Shares of Common Stock 5,000 5,000 None 0
Fendelman, James and
Joffe, Wendy, Comm. Property
Shares of Common Stock 6,000 6,000 None 0
Ferris, Lois 11<F13>
Shares of Common Stock 900 900 None 0
Ferris, Robert W. 11<F13>
Shares of Common Stock 900 900 None 0
Frazer, Gregory and Bennett,
Carissa, Community Property
Shares of Common Stock 10,000 10,000 None 0
Frazer, Quinn R.
Shares of Common Stock 10,000 10,000 None 0
Freid, Herbert D.
Trust, Cust. 11<F13>
Shares of Common Stock 20,900 20,900 None 0
Freid, Herbert D. IRA 11<F13>
Shares of Common Stock 10,000 10,000 None 0
Freundlich, Richard 11<F13>
Shares of Common Stock 10,000 10,000 None 0
Furman, Lizabeth 11<F13>
Shares of Common Stock 5,400 5,400 None 0
Futernick Grandchildren Trust UA
dated 11-30-87, Morris Futernick
and Arlene Hadler, T'ees 11<F13>
Shares of Common Stock 9,000 9,000 None 0
Futernick, Morris
Managed Acc. 11<F13>
Shares of Common Stock 8,100 8,100 None 0
Ganz, Elinor C. IRA R/O 11<F13>
Shares of Common Stock 9,100 9,100 None 0
29
Gaynor, Herbert IRA R/O 11<F13>
Shares of Common Stock 12,700 12,700 None 0
Gerardi, Frank 15<F17>, Trustee
for Univest Management
Inc. Employee's Profit
Sharing Plan & Trust
Shares of Common Stock 6,900 6,900 None 0
Glassman, Jerome M. 11<F13>
Shares of Common Stock 13,500 13,500 None 0
Glotzer, Saul 11<F13>
Shares of Common Stock 9,000 9,000 None 0
Glotzer, Saul - Keogh 11<F13>
Shares of Common Stock 9,000 9,000 None 0
Gober, Karen 11<F13>
Shares of Common Stock 800 800 None 0
Gober, Karen E. Trust 11<F13>
Shares of Common Stock 500 500 None 0
$4.00 Warrants 300 300 None 0
Shares of Common Stock 300 300 None 0
Underlying Warrants
Goldfarb, Martin 11<F13>
Shares of Common Stock 77,900 77,900 None 0
Goldstein, Bernice 11<F13>
Shares of Common Stock 3,600 3,600 None 0
Goldstein, Irvin Stock AC 11<F13>
Shares of Common Stock 17,100 17,100 None 0
Gomprecht, Irvin IRA 11<F13>
Shares of Common Stock 3,600 3,600 None 0
Gomprecht H./Harteveldt, J. 11<F13>
Shares of Common Stock 5,700 5,700 None 0
Gosman, Abraham D. 11<F13>
$4.00 Warrants 8,100 8,100 None 0
Shares of Common Stock 8,100 8,100 None 0
Underlying Warrants
Gozansky, David, 11<F13> Prudential
Securities IRA R/O Cust.,
FBO (a/c THC-R11408)
Shares of Common Stock 9,200 9,200 None 0
Gozansky, Marlene Turk 11<F13>
Shares of Common Stock 9,000 9,000 None 0
Greif, Amalie 11<F13>
Shares of Common Stock 8,100 8,100 None 0
Greif, Jr., Irvin 11<F13>
Shares of Common Stock 11,600 11,600 None 0
30
Greif, I. Trust U/W FBO Irvin
Greif, Jr. 11<F13>
Shares of Common Stock 18,100 18,100 None 0
Greif, Nanette M. 11<F13> (PLG)
Shares of Common Stock 7,200 7,200 None 0
Griffin, Jim 11<F13>
Shares of Common Stock 1,600 1,600 None 0
Griffin, Marvin 15<F17>
Shares of Common Stock 4,000 4,000 None 0
Hahn, Elliott
Shares of Common Stock 30,000 30,000 None 0
Hardeveldt, H. 11<F13>
Shares of Common Stock 5,000 5,000 None 0
Harvith, Sylvia Spcl/EHT 11<F13>
Shares of Common Stock 1,200 1,200 None 0
Havenick, Fred IRA 11<F13>
Shares of Common Stock 1,600 1,600 None 0
Hecht, Florence, Marital Trust,
Melvin Greenberg, Trustee
SPL Account 8/29/7411
Shares of Common Stock 10,000 10,000 None 0
Heimlich, Barry 11<F13>
Shares of Common Stock 5,000 5,000 None 0
Henneberger, Katherine 11<F13>
Shares of Common Stock 1,600 1,600 None 0
Herbert, B.J.
Shares of Common Stock 5,000 5,000 None 0
Highland Resources
Profit Sharing 16<F18>
Shares of Common Stock 40,000 40,000 None 0
Hinds, Miriam 11<F13>
Shares of Common Stock 1,800 1,800 None 0
Hittman, Fred 11<F13>
Shares of Common Stock 5,700 5,700 None 0
Hittman, Fred IRA 11<F13>
Shares of Common Stock 8,800 8,800 None 0
Hittman, Sandra R. 11<F13>
Shares of Common Stock 1,200 1,200 None 0
Hittman, Stephen J. 11<F13>
Shares of Common Stock 1,600 1,600 None 0
Hochberg, Samuel and
Brenda 11<F13>
$4.00 Warrants 1,600 1,600 None 0
Shares of Common Stock 1,600 1,600 None 0
Underlying Warrants
31
Howland, Richard B.
Shares of Common Stock 4,000 4,000 None 0
Jenkins, David William
Shares of Common Stock 3,000 3,000 None 0
Joyce, Carlton S. 17<F19>
Shares of Common Stock 370,000 370,000 None 0
Joyce, Patricia P. 18<F20>
Shares of Common Stock 5,000 5,000 None 0
Kalb, Voorhis & Co., Custodian for
Cullen, Robert, IRA R/O 11<F13>
Shares of Common Stock 2,000 2,000 None 0
Kaplan, Donald A. Rev TR#3 11<F13>
Shares of Common Stock 8,100 8,100 None 0
Kartzmer, P/S 11<F13>
Shares of Common Stock 4,000 4,000 None 0
Katten, Gilbert M.
Shares of Common Stock 4,000 4,000 None 0
King, A.E. and Floriene
Shares of Common Stock 20,000 20,000 None 0
Kirson, Donald and Tamara,
Tenants In Common 11<F13>
Shares of Common Stock 4,500 4,500 None 0
Kirson Medical Equipment PSP &
Trust 11<F13>
Shares of Common Stock 9,000 9,000 None 0
Kislak, Jonathan IRA R/O 11<F13>
Shares of Common Stock 7,200 7,200 None 0
Knight Family Holdings, Inc.,
Shares of Common Stock 10,000 10,000 None 0
Knight Kenneth V. and Maria H.
Shares of Common Stock 20,000 20,000 None 0
Koffsky, Laura 11<F13>
Shares of Common Stock 2,400 2,400 None 0
Kostoff, Devere as Trustee 11<F13>
Shares of Common Stock 1,200 1,200 None 0
Kraus, Max H. 11<F13>
Shares of Common Stock 8,500 8,500 None 0
Krumholz, Andrew J.
Shares of Common Stock 15,000 15,000 None 0
Krumholz, Sidney and Judith, JTWROS
Shares of Common Stock 10,000 10,000 None 0
LaGrasso Brothers Pension 11<F13>
Shares of Common Stock 6,600 6,600 None 0
32
Lang, Bernadette
Shares of Common Stock 1,500 1,500 None 0
Langhammer, Fred H. 11<F13>
Shares of Common Stock 12,400 12,400 None 0
Lauder, Aerin 11<F13>
Shares of Common Stock 5,000 5,000 None 0
Lauder, Jane 11<F13>
Shares of Common Stock 5,000 5,000 None 0
Lauder, Leonard 11<F13>
Shares of Common Stock 50,000 50,000 None 0
Lauder, William P. 11<F13>
Shares of Common Stock 4,900 4,900 None 0
Learn, David 14<F16>
Shares of Common Stock 4,000 4,000 None 0
Legend Capital Corp.
Shares of Common Stock 300,000 300,000 None 0
Linkins & Co. 11<F13>
Shares of Common Stock 5,000 5,000 None 0
Lipnick, Robert 11<F13>
Shares of Common Stock 5,000 5,000 None 0
Lipitz Family
Limited Partnership 11<F13>
Shares of Common Stock 3,600 3,600 None 0
Lipitz, Roger C. 11<F13>
Shares of Common Stock 28,100 28,100 None 0
Luray, Allen H. IRA 11<F13>
Shares of Common Stock 1,600 1,600 None 0
Luray, Sandra H. IRA 11<F13>
Shares of Common Stock 1,800 1,800 None 0
MLH Holdings Limited Partnership
Shares of Common Stock 30,000 30,000 None 0
Mack, Jill Gordan and
Linkins & Co. 11<F13>
Shares of Common Stock 5,000 5,000 None 0
Macks Family Foundation 11<F13>
Shares of Common Stock 24,000 24,000 None 0
Macks, Fidler Josh 11<F13>
Shares of Common Stock 2,400 2,400 None 0
Macks, Lawrence 11<F13>
Shares of Common Stock 2,400 2,400 None 0
Macks, Morton J. 11<F13>
Shares of Common Stock 3,200 3,200 None 0
Magram, Saul 11<F13>
Shares of Common Stock 20,900 20,900 None 0
33
Mandy, Stephen H., M.D. 11<F13>
Shares of Common Stock 5,000 5,000 None 0
Manzo, Margaret
Shares of Common Stock 2,000 2,000 None 0
Marcus, William and Phyllis 11<F13>
Shares of Common Stock 10,000 10,000 None 0
Marcus, William E. IRA 11<F13>
Shares of Common Stock 1,100 1,100 None 0
Margolis, A.B., Investments 11<F13>
Shares of Common Stock 18,100 18,100 None 0
Meyer, Wolfgang F. and
Hedwig I. Meyer, JTWROS
Shares of Common Stock 25,000 25,000 None 0
Meyerson, Janet
Shares of Common Stock 6,000 6,000 None 0
Military Services GA DB Roll 11<F13>
Shares of Common Stock 4,000 4,000 None 0
Montagino, Neil
Shares of Common Stock 10,000 10,000 None 0
Moore, Douglas
Shares of Common Stock 58,000 58,000 None 0
Muller, Paul E. 14<F16>
Shares of Common Stock 7,000 7,000 None 0
Napora, Neil J. DPM Char. Pension
and PSP 11<F13>
Shares of Common Stock 1,800 1,800 None 0
New Britain Radiological Assoc.
PSP for Sidney Ulreich 11<F13>
Shares of Common Stock 9,000 9,000 None 0
Nowikowski, Barbara Trust 11<F13>
Shares of Common Stock 9,000 9,000 None 0
Nowikowski, Robert Trust 11<F13>
Shares of Common Stock 18,100 18,100 None 0
Orman, Margaret Palmbaum 11<F13>
$4.00 Warrants 4,900 4,900 None 0
Shares of Common Stock 4,900 4,900 None 0
Underlying Warrants
Paier, Adolf 11<F13>
Shares of Common Stock 4,900 4,900 None 0
Palmbaum, Paul R. Trust 11<F13>
Shares of Common Stock 2,000 2,000 None 0
$4.00 Warrants 1,600 1,600 None 0
Shares of Common Stock 1,600 1,600 None 0
Underlying Warrants
34
Palmquist, Helen S., Tr. Helen S.
Palmquist Rev. Trust U/A
Shares of Common Stock 6,243 6,243 None 0
Palmquist, Jerome H., Tr. Jerome H.
Palmquist Rev. Trust U/A
Shares of Common Stock 6,243 6,243 None 0
Pasik, Katherine Furman 11<F13>
Shares of Common Stock 1,600 1,600 None 0
Pearlstone Family Fund 11<F13>
Shares of Common Stock 108,700 108,700 None 0
Pearlstone Family Combi. P54 11<F13>
Shares of Common Stock 122,000 122,000 None 0
Pinder, Thomas
Shares of Common Stock 10,000 10,000 None 0
Pinnas, Gerald, M.D., P.A., DBPP 11<F13>
Shares of Common Stock 1,800 1,800 None 0
Podhurst, Aaron Joint 11<F13>
Shares of Common Stock 2,400 2,400 None 0
Podhurst, Karen B. 11<F13>
Shares of Common Stock 2,400 2,400 None 0
Podhurst, Aaron and Dorothy,
JTWRS 11<F13>
Shares of Common Stock 5,000 5,000 None 0
Pomerantz, Robert and Ellen 11<F13>
Shares of Common Stock 5,400 5,400 None 0
Porster, Maxwell and Billie Ada,
JTWROS
Shares of Common Stock 5,000 5,000 None 0
R. Weil & Associates
Shares of Common Stock 136,000 136,000 None 0
RSL Family Partnership Limited
Partnership 11<F13>
Shares of Common Stock 5,400 5,400 None 0
Rachlin, Bryan
Shares of Common Stock 1,500 1,500 None 0
Rachlin, Deborah
Shares of Common Stock 1,500 1,500 None 0
Rachlin, Herbert
Shares of Common Stock 1,500 1,500 None 0
Rachlin, James
Shares of Common Stock 750 750 None 0
Rachlin, Michael Jr.
Shares of Common Stock 1,500 1,500 None 0
Rachlin, Michael S.
Shares of Common Stock 9,500 9,500 None 0
35
Rachlin, Thomas
Shares of Common Stock 750 750 None 0
Rachlin & Settleman, P.A., PSP 11<F13>
Shares of Common Stock 2,100 2,100 None 0
Reagan, Karen IRA 11<F13>
Shares of Common Stock 3,000 3,000 None 0
Roberson, Angie Suzanne 11<F13>
Shares of Common Stock 2,000 2,000 None 0
Rodriguez, Mario F. 11<F13>
Shares of Common Stock 5,000 5,000 None 0
$4.00 Warrants 4,000 4,000 None 0
Shares of Common Stock 4,000 4,000 None 0
Underlying Warrants
Rosen, Jeffrey
Shares of Common Stock 15,000 15,000 None 0
Roth, Dennis R. and
Elizabeth M., JTWROS
Shares of Common Stock 2,700 2,700 None 0
Royal Public Relations
Shares of Common Stock 5,500 5,500 None 0
Russin, David J. 11<F13>
Pension Plan UAD 9-1-75
Shares of Common Stock 5,000 5,000 None 0
Sachs, John R. and
Joann D., JT 11<F13>
Shares of Common Stock 1,800 1,800 None 0
Sadeghi, Mani 19<F21>
and Amy11<F13>
Shares of Common Stock 14,500 14,500 None 0
Salsburg, Richard M.
Shares of Common Stock 40,000 40,000 None 0
Savoleo, Leonard
Shares of Common Stock 4,000 4,000 None 0
Schachter, Robert A., Trust,
Diana E. Schachter, Trustee
Shares of Common Stock 10,000 10,000 None 0
Schellman, John C. 14<F16>
Shares of Common Stock 8,000 8,000 None 0
Schreiber, E. Trustee Justin 11<F13>
Shares of Common Stock 1,500 1,500 None 0
Schuler, J. IRA R/O 11<F13>
Shares of Common Stock 4,000 4,000 None 0
Segal, Mike IRA R/O 11<F13>
Shares of Common Stock 1,800 1,800 None 0
Selawry, Oleg and Helena, JT 11<F13>
Shares of Common Stock 3,600 3,600 None 0
36
Selin, David IRA 11<F13>
Shares of Common Stock 3,000 3,000 None 0
Serfer, Carol C. 11<F13>
Shares of Common Stock 1,600 1,600 None 0
Serfer, Harry M.
Shares of Common Stock 1,000 1,000 None 0
Serfer, Harry IRA 11<F13>
Shares of Common Stock 5,800 5,800 None 0
Shapley, Harvey IRA 11<F13>
Shares of Common Stock 5,000 5,000 None 0
Shapiro, Roy D.
Shares of Common Stock 25,000 25,000 None 0
Shearson Lehman as IRA R/O 11<F13>
Custodian, Hoffman, David S., M.D.
Shares of Common Stock 10,000 10,000 None 0
Sheeran, Douglas, Smith Barney
as Rollover Custodian
Shares of Common Stock 12,000 12,000 None 0
Silver, Howard P. 20<F22>
Shares of Common Stock 23,000 23,000 None 0
Silver, Morris and Frances
Shares of Common Stock 20,000 20,000 None 0
Slade, Inc. 11<F13>
Shares of Common Stock 19,000 19,000 None 0
Smith Barney Shearson, Custodian for
IRA of Roberson,
Clive E., M.D. 11<F13>
Shares of Common Stock 20,000 20,000 None 0
Smith, Harry 11<F13>
Shares of Common Stock 2,000 2,000 None 0
Smith, Harry B. IRA ROLL 11<F13>
Shares of Common Stock 1,600 1,600 None 0
Smith, Jay Thomas
Shares of Common Stock 132,000 132,000 None 0
Smith, Samuel S. 11<F13>
Shares of Common Stock 2,000 2,000 None 0
Smith, Samuel S. IRA ROLL 11<F13>
Shares of Common Stock 1,600 1,600 None 0
Smith, Samuel S. and
Susan E., JT 11<F13>
Shares of Common Stock 5,400 5,400 None 0
Sosin & Sklar (PC Emp)
PSP 11<F13>
Shares of Common Stock 6,000 6,000 None 0
Sosin, P/S FBO 1721311<F13>
Shares of Common Stock 4,900 4,900 None 0
37
Stancil, M. Lucretia 13<F15>
Shares of Common Stock 5,000 5,000 None 0
Stein, Eric
Shares of Common Stock 1,000 1,000 None 0
Strauss, Jean H., Trust
Shares of Common Stock 18,529 18,529 None 0
Suter, Thomas J.
Shares of Common Stock 1,000 1,000 None 0
Talesnick, Alan
Shares of Common Stock 8,000 8,000 None 0
Talesnick, Irvin
Shares of Common Stock 10,000 10,000 None 0
Tanihana, Jami H. and
Tomita, Randy B.
Community Property
Shares of Common Stock 2,000 2,000 None 0
Taxman, Richard A.
Shares of Common Stock 30,000 30,000 None 0
Tecce, Frederick D. 11<F13>
Shares of Common Stock 30,000 30,000 None 0
Tersillo, Lena
Shares of Common Stock 2,000 2,000 None 0
Thomas, Allen F.
Shares of Common Stock 20,000 20,000 None 0
Tredwell, Timothy C.
Shares of Common Stock 10,000 10,000 None 0
Trinity Star 11<F13>
Shares of Common Stock 28,100 28,100 None 0
Twin World
Shares of Common Stock 10,000 10,000 None 0
Ullman, Deborah M., Tr. for
Deborah M. Ullman Trust 5,000 5,000 None 0
Ullman, Peter, Tr. for
Peter Ullman Trust 5,000 5,000 None 0
Ullman, Richard S. and
Joan, JTWROS
Shares of Common Stock 10,000 10,000 None 0
Uncle George, Inc. 21<F23>
Shares of Common Stock 31,000 6,000 25,000 0
Vision Assoc M/P Pen Agg 11<F13>
Shares of Common Stock 3,200 3,200 None 0
Weiner, Ronald G.
Shares of Common Stock 20,000 20,000 None 0
38
Weinberg, Julie 11<F13>
Shares of Common Stock 2,400 2,400 None 0
Westport Investment Group 11<F13>
Shares of Common Stock 10,900 10,900 None 0
Whiteman, Mitchell S.
Shares of Common Stock 10,000 10,000 None 0
Zemmel-Robinson, Terry and Carol,
JTWROS
Shares of Common Stock 15,000 15,000 None 0
11<F13> Held in a discretionary account managed by Ganz Capital which has
investment power but not voting power over these shares.
12<F14> Mr. Burd is a non-employee director of the Company.
13<F15> A former employee of the Company.
14<F16> An employee of the company. Consists of shares underlying options
15<F17> Formerly a consultant to the Company.
16<F18> Owned solely by a former non-employee/director of the Company.
17<F19> Mr. Joyce is a director of the Company and Chairman of the
Company's recently established oil analysis subsidiary, United
Testing Group, Inc. Includes 170,000 shares underlying options,
100,000 of which are currently vested.
18<F20> See footnote 8 at page 24 of the Prospectus.
19<F21> A non-employee director of the Company.
20<F22> Mr. Silver was formerly a non-employee director of the Company.
Includes 20,000 shares underlying vested options.
21<F23> Owned solely by an attorney employed by the Company's counsel.
39
SECURITIES CONTAINED IN THE REGISTRATION STATEMENT
DECLARED EFFECTIVE ____________, 1995
Percentage
Ownership Securities Ownership Owned
Selling Prior to Being After After
Stockholder Offering Offered Offering Offering
Bryan & Yen PSP 22<F24>
Shares of Common Stock 10,000 10,000 None 0
Underlying $1.00 Warrants
Endonic Assn. Pension
Shares of Common Stock 5,000 5,000 None 0
Underlying $1.00 Warrants
Horowitz, Judith
Shares of Common Stock 6,000 6,000 None 0
Kaplan, Larry I.
Shares of Common Stock 20,000 20,000 None 0
Underlying $1.00 Warrants
Katims, Dr. and Weissman, Dr. 22<F24>
Shares of Common Stock 4,000 4,000 None 0
Underlying $1.00 Warrants
MLH Holding Limited Partnership
Share of Common Stock 20,000 20,000 None 0
Underlying $1.00 Warrants
Philadelphia Heart Pension
Shares of Common Stock 1,500 1,500 None 0
Underlying $1.00 Warrants
Speilman, Scott R., IRA
Shares of Common Stock 1,500 1,500 None 0
22<F24> Held in a discretionary account managed by Ganz Capital which has
investment power but not voting power over these shares.
40
PLAN OF DISTRIBUTION
All of the Securities are offered for the respective accounts of the
Selling Stockholders as listed in this Prospectus under "Selling
Stockholders". The Company will receive none of the proceeds from the sale
of the shares of common stock by the Selling Stockholders. However, the
Company will receive a maximum of $467,500 in connection with the exercise
of 339,500 options and 80,200 warrants, the underlying shares of which are
covered by this Prospectus. Such proceeds will be used for general
corporate purposes.
The Company has been advised by the Selling Stockholders that the
Securities may be offered and sold from time to time by or on behalf of the
Selling Stockholders, in or through transactions or distributions
(including crosses and block transactions) on the American Stock Exchange,
or in the over-the-counter market at market prices prevailing at the time
of sale, or at negotiated prices, and in connection therewith commissions
may be paid to brokers. Brokers participating in such transactions may act
as agents for the Selling Stockholders. The Selling Stockholders, and any
brokers participating in this offering may be deemed to be "underwriters"
within the meaning of the Securities Act, and any commissions received by
them may be deemed to be underwriting compensation.
41
LEGAL MATTERS
The legality of the securities to be offered hereby will be passed
upon for the Company by Cohen, Chernay, Norris, Weinberger & Harris, 712
U.S. Highway One, Fourth Floor, North Palm Beach, Florida 33408-7146.
Attorneys employed by that law firm are the beneficial owners of 36,000
shares of common stock, 6,000 shares of which may be offered for sale
pursuant to this Prospectus.
42
EXPERTS
The financial statements and schedules of Top Source Technologies,
Inc. incorporated by reference in this Prospectus and elsewhere in the
registration statement have been audited by Arthur Andersen LLP,
independent certified public accountants, as indicated in their report with
respect thereto, and are incorporated by reference herein in reliance upon
the authority of said firm as experts in accounting and auditing in giving
said report.
The financial statements of Spectro/Metrics, Inc. incorporated by
reference in this Prospectus and elsewhere in the registration statement
have been audited by Williams, Cook & Reed, P.C., independent public
accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report.
43
============================== ===============================
No dealer, salesperson or
other person has been autho- TOP SOURCE TECHNOLOGIES, INC.
rized to give any information
or to make any representations
other than those contained in 1,916,032 Shares
this Prospectus, and, if given
or made, such information or
representations must not be of
relied upon as having been au-
thorized by the Company or any Common Stock
of the Selling Stockholders.
This Prospectus does not con- and
stitute an offer to sell or a
solicitation of an offer to 20,200 Warrents
buy any security other than
the securities offered by this
Prospectus, or an offer to
sell or a solicitation of an
offer to buy any securities by ----------------------
any person in any jurisdiction
in which such offer or solic- Prospectus
itation would be unlawful.
Neither the delivery of this ----------------------
Prospectus nor any sale made
hereunder shall, under any
circumstances, imply that the
information in this Prospectus ____________,1995
is correct as of any time sub-
sequent to the date of this
Prospectus.
---------------------
TABLE OF CONTENTS
Page
Available information......3
Documents incorporated by
Reference..................5
Risk Factors................8
Recent Developments.........22
Selling Stockholders........24
Plan of Distribution........41
Legal Matters...............42
Experts.....................43
============================== ==============================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with
the issuance and distribution of the securities being registered. All of
the amounts shown are estimates except the Commission registration fee.
Such expenses will be paid by the Company. None of these expenses will be
paid by the Selling Stockholders.
Registration fee . . . . . . . . . . . . . . .$ 158.28
Printing expenses . . . . . . . . . . . . . . .$ 100.00
Accounting fees and expenses . . . . . . . . .$ 15,000.00
Legal fees and expenses (other than Blue Sky) .$ 17,500.00
Blue Sky fees and expenses . . . . . . . . . .$ -0-
Miscellaneous . . . . . . . . . . . . . . . . .$ 741.72
-----------
Total . . . . . . . . . . . . . . . . . $ 33,500.00
===========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's certificate of incorporation provides that the Company
shall indemnify its current and former officers and directors against
expenses reasonably incurred by or imposed upon them in connection with or
arising out of any action, suit or proceeding in which they may be involved
or to which they may be made parties by reason of their being or having
been a director or officer of the Company, or at its request, of any other
corporation which it is a stockholder or creditor and from which such
officers and directors are not entitled to be indemnified by (whether or
not they continue to be directors or officers at the time of imposing or
incurring such expense), except in respect of matters as to which they
shall be finally adjudged in such action, suit or proceeding liable for
negligence or misconduct. In the event of
II-1
settlement of any such action, suit or proceeding, indemnification shall be
provided only in connection with such matters covered by the settlement
as to which the Company is advised by counsel that the persons to be
indemnified did not commit a breach of duty. The foregoing right of
indemnification shall not be exclusive of other rights to which such
persons may be entitled.
In addition, the Company has entered into indemnification agreements
with its executive officers and directors. These agreements provide that
the Company shall indemnify its executive officers and directors, if by
reason of their corporate status, they are or are threatened to be made
parties to any third-party proceedings, to the fullest extent provided by
Delaware law. The agreements provide for indemnification against expenses,
judgments, penalties, fines and amounts paid in settlement, actually and
reasonably incurred by them or on their behalf in connection with such
proceeding or any claim, issue or matter therein if (i) they acted in good
faith; (ii) they reasonably believed in the case of conduct in their
official capacity with the Company that their conduct was in the Company's
best interests or in all other cases, that their conduct was at least not
opposed to the Company's best interests; (iii) with respect to any criminal
proceeding, they had no reasonable cause to believe their conduct was
unlawful; and (iv) with respect to an employee benefit plan they reasonably
believed their conduct to be in the best interests of the participants
and/or beneficiaries of the plan. The indemnification agreements
II-2
also provide indemnification in direct and derivative actions provided such
officers or directors acted in good faith and in a manner they reasonably
believed to be not opposed to the best interests of the Company. Such
officers or directors are not entitled to indemnification in connection
with any proceeding charging improper personal benefits to such officers or
directors, whether or not involving action in their official capacity, in
which they were judged liable on the basis that personal benefit was
improperly received by them.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURI-
TIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS
CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, THE
COMPANY HAS BEEN INFORMED 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.
ITEM 16. EXHIBITS.
4. Form of Common Stock Certificate*<F25>
5. Opinion of Cohen, Chernay, Norris, Weinberger & Harris *******<F26>
24. Consent of Arthur Andersen LLP
24.1 Consent of Williams, Cook & Reed, P.C.
24.2 Consent of Cohen, Chernay, Norris, Weinberger & Harris**<F32>
28. Employment Agreement of T.A. Cox***<F27>
28.1 Employment Agreement of Stuart Landow*****<F29>
28.2 First Amendment to Stock Purchase Agreement between Top Source,
Inc., Carlton S. Joyce and Patricia P. Joyce and United Testing
Group, Inc.****<F28>
28.3 Employment Agreement of Carlton S. Joyce****<F27>
28.4 Form of Employment Agreement of W. Earl Somerville*****<F30>
28.5 First Amendment to Employment Agreement of Carlton S.
Joyce******<F31>
28.6 Loan Agreement dated November 22, 1994 between Top Source Technolo-
gies, Inc. and On-Site Analysis, Inc. and First Union National Bank
of Florida*******<F32>
II-3
28.7 Loan Agreement dated April 13, 1995 between Top Source Technologies,
Inc. and On-Site Analysis, Inc. and First Union National Bank of
Florida*******<F32>
28.8 Lease Agreement dated February 10, 1995 for Michigan facility.
*******<F32>
*<F25> Contained in the Registration Statement on Form 8-A filed March 12,
1992.
**<F26> Contained in Opinion of Cohen, Chernay, Norris, Weinberger & Harris.
***<F27> Contained in the Registration Statement on Form S-3 filed on August
31,1993.
****<F28> Contained in Exhibit 2.4 of Form 8-K/A No. 3 filed on November 16,
1993.
*****<F29> Contained in Amendment No. 1 to the Registration Statement on Form
S-3 filed on November 16, 1993.
******<F30> Contained in Amendment No. 3 to the Registration Statement on Form
S-3 filed on January 11, 1994.
*******<F31>Contained in Amendment No. 1 to the Registration Statement on Form
S-3 filed on May 4, 1995.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(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;
II-4
(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 (1)(i) and (1)(ii) do not apply if
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 section 13 or section 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 amend-
ment 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 Securi-
ties 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 that is incorporated by reference in the
registration statement shall
II-5
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.
(5) 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 forego-
ing provisions (see 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 Regis-
trant in the successful defense of any action, suit or proceed-
ing) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Regis-
trant 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 indemnifica-
tion by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-6
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 requirement for filing on Form S-3 and has duly caused
this Amendment No. 2 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Palm Beach Gardens, State of Florida, on this 30th day of May,1995.
TOP SOURCE TECHNOLOGIES, INC.
By: /s/ Stuart Landow
Stuart Landow, President
(Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to the Registration Statement on Form S-3 has been signed
by the following persons in the capacities and on the dates indicated.
Name Title Date
/s/Stuart Landow Director May 30, 1995
Stuart Landow
/s/Christer Rosen Director May 30, 1995
Christer Rosen
/s/James P. Samuels Vice President of Finance, May 30, 1995
James P. Samuels Treasurer and Director
(Principal Financial Officer)
/s/W.E.Somerville Controller, May 30, 1995
W. E. Somerville (Principal Accounting Officer)
/s/Ronald P.Burd Director May 30, 1995
Ronald P. Burd
II-7
Name Title Date
/s/Carlton S. Joyce Director May 30, 1995
Carlton S. Joyce
/s/Arthur S. Kirsch Director May 30, 1995
Arthur S. Kirsch
/s/Clinton D. Lauer Director May 30, 1995
Clinton D. Lauer
/s/Paul F. Moore Director May 30, 1995
Paul F. Moore
/s/Mani A. Sadeghi Director May 30, 1995
Mani A. Sadeghi
II-8
EXHIBIT INDEX
EXHIBIT NO.
4. Form of Common Stock Certificate*<F32>
5. Opinion of Cohen, Chernay, Norris, Weinberger & Harris*******<F38>
24. Consent of Arthur Andersen LLP
24.1 Consent of Williams, Cook & Reed, P.C.
24.2 Consent of Cohen, Chernay, Norris, Weinberger & Harris**<F33>
28. Employment Agreement of T.A. Cox***<F34>
28.1 Employment Agreement of Stuart Landow*****<F36>
28.2 First Amendment to Stock Purchase Agreement between Top Source,
Inc., Carlton S. Joyce and Patricia P. Joyce and United Testing
Group, Inc.****<F35>
28.3 Employment Agreement of Carlton S. Joyce****<F35>
28.4 Form of Employment Agreement of W. Earl Somerville*****<F36>
28.5 First Amendment to Employment Agreement of Carlton S. Joyce******<F37>
28.6 Loan Agreement dated November 22, 1994 between Top Source Technolo-
gies, Inc. and On-Site Analysis, Inc. and First Union National Bank of
Florida*******<F38>
28.7 Loan Agreement dated April 13, 1995 between Top Source Technologies,
Inc. and On-Site Analysis, Inc. and First Union National Bank of
Florida*******<F38>
28.8 Lease Agreement dated February 10, 1995 for Michigan facility.
*******<F38>
*<F32> Contained in the Registration Statement on Form 8-A filed
March 12, 1992.
**<F33> Contained in Opinion of Cohen, Chernay, Norris, Weinberger &
Harris.
***<F34> Contained in the Registration Statement on Form S-3 filed on
August 31, 1993.
****<F35> Contained in Exhibit 2.4 of Form 8-K/A No. 3 filed on
November 16, 1993.
*****<F36> Contained in Amendment No. 1 to the Registration Statement on
Form S-3 filed on November 16, 1993.
******<F37> Contained in Amendment No. 3 to the Registration Statement on
Form S-3 filed on January 11, 1994.
*******<F38> Contained in Amendment No. 1 to the Registration Statement on
Form S-3 filed on May 4,1995.
II-10
EXHIBIT 5
Registration No. 33-89590
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
FILED WITH
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TOP SOURCE TECHNOLOGIES, INC.
(Name of Small Business Issuer in Its Charter)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
August 25, 1993 on the Oil Analysis Business of Professional Service Industries,
Inc. included in the Company's Form 8-K/A No. 2, filed September 7, 1993, Form
8-K/A No. 3 filed November 16,1993 and Form 8-K/A No. 4 filed December 22, 1993
and our report dated December 28, 1994 on the Company included in Top Source
Technologies, Inc.'s Amendment No. 2 to Form 10-K for the year ended September
30, 1994 and to all references to our Firm included in this registration
statement.
Fort Lauderdale, Florida, /s/ ARTHUR ANDERSEN LLP
May 30, 1995.
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated August 6, 1993
(August 24, 1993 with respect to Note 5) on the financial statements of
Spectro/Metrics, Inc. included in Top Source Technologies,Inc.'s Form 8-K/A No.
2, 8-K/A No. 3, and 8-K/A No. 4 filed September 7, 1993, November 16, 1993 and
December 22, 1993, respectively and all references to our Firm included in the
registration statement.
Atlanta, Georgia, /s/ WILLIAMS, COOK & REED, P.C.
May 30, 1995.
