<PAGE> 1
As filed with the Securities and Exchange Commission on June 16, 1995
Registration No. 33-84604
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
AMENDMENT NO. 1
To
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
DVI, INC.
(Exact name of registrant as specified in its charter)
----------------------
DELAWARE 22-2722773
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
--------------------------
500 Hyde Park
Doylestown, Pennsylvania 18901
(215) 345-6600
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
--------------------------
DAVID L. HIGGINS
500 HYDE PARK
DOYLESTOWN, PENNSYLVANIA 18901
(215) 345-6600
(Name, address including zip code, and telephone number,
including area code, of agent for service)
---------------------
With a copy to:
JOHN A. HEALY, ESQ.
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8281
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement as
determined by market conditions.
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, please check this box. /x/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Amount to be Offering Price Aggregate Offering Amount of
Title of Securities Being Registered Registered Per Unit Price Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.005 per share 1,450,079 shares $10.38 $15,051,820(1) $5,190.28(1)
Common Stock, par value $.005 per share 15 shares $11.88 $178.20(2) $1.00(2)
</TABLE>
(1) Pursuant to Rule 457(c) under the Securities Act of 1933, the calculation
of the registration fee is based on the average of the high and low prices of
the Registrant's Common Stock reported in the consolidated reporting system of
the New York Stock Exchange on September 26, 1994. This fee was paid on
September 30, 1994.
(2) Pursuant to Rule 457(c) under the Securities Act of 1933, the calculation
of the registration fee is based on the average of the high and low prices of
the Registrant's Common Stock reported on the consolidated reporting system of
the New York Stock Exchange on June 13, 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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS (SUBJECT TO COMPLETION DATED JUNE 16, 1995)
DVI, INC.
1,450,094 SHARES OF COMMON STOCK
Par Value $.005 per share
This Prospectus relates to 1,450,094 shares (the "Shares") of Common
Stock, $.005 par value per share (the "Common Stock"), of DVI, Inc., a Delaware
corporation ("DVI" or the "Company"), which may be offered from time to time by
the persons named in this Prospectus under "Selling Stockholders," who will have
acquired those shares (i) upon conversion of the Company's 9-1/8% Convertible
Subordinated Notes Due 2002 (the "Notes") or (ii) upon exercise of certain
warrants (the "Warrants"). The Company will receive no portion of the proceeds
of the sale of the Shares offered hereby.
It is anticipated that the Selling Stockholders will offer the Shares
for sale at the prices prevailing on the New York Stock Exchange ("NYSE") (or
other principal market on which the Shares are then traded) on the date of sale.
The Selling Stockholders also may sell the Shares privately, either directly to
the purchaser or through a broker or brokers. All costs, expenses and fees
incurred in connection with the registration of the Shares are being borne by
the Company, but all selling and other expenses incurred by the Selling
Stockholders will be borne by the Selling Stockholders. See "Plan of
Distribution."
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
The Selling Stockholders, and the brokers through whom sales of the
Shares are made, may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act").
In addition, any profits realized by the Selling Stockholders or such brokers
on the sale of the Shares may be deemed to be underwriting commissions. The
Company has agreed to indemnify the Selling Stockholders and any brokers
through whom sales of Shares are made against certain liabilities, including
liabilities under the Securities Act.
Shares of the Company's Common Stock are traded on the NYSE under the
symbol DVI. On June 12, 1995, the last sale price per share for the Common
Stock, as reported on the NYSE, was $11.75. Prospective purchasers of Common
Stock are urged to obtain a current price quotation.
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.
This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy the Shares offered hereby in any jurisdiction in which such
offer or solicitation may be unlawful. No person has been authorized to give
any information or to make any representations other than those contained in
this Prospectus and, if given or made, such information or representations must
not be relied upon as having been authorized. Except where otherwise
indicated, neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.
The date of this Prospectus is June ___, 1995
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . 2
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SELLING STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . 3
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . 6
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
</TABLE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; and at its
regional offices at 7 World Trade Center, 13th Floor, New York, New York 10048
and at 500 West Madison Street, Suite 1400, Chicago, Illinois, 60661-2511.
Copies of such material can be obtained from the Public Reference Section of
the Commission at 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 office of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
The Company has filed with the Commission under the Securities Act, a
registration statement on Form S-3 (which is referred to in this Prospectus,
together with all amendments thereto, as the "Registration Statement") with
respect to the securities offered hereby. This Prospectus, which constitutes
part of the Registration Statement, does not contain all of the information set
forth in the Registration Statement and the exhibits and schedules thereto.
For further information with respect to the Company and the Common Stock,
reference is hereby made to the Registration Statement, exhibits and schedules.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated herein
by reference:
(a) The Company's Annual Report on Form 10-K/A-1 for its fiscal year
ended June 30, 1994 (the "1994 10-K").
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1994, Quarterly Report on Form 10-Q/A-1 for the fiscal
quarter ended December 31, 1994 and Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1995.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the 1994 10-K.
(d) The description of the Common Stock, $.005 par value, of the
Company contained in the Company's Registration Statement on Form 8-A filed
March 27, 1992, and incorporating by reference the information contained in the
Company's Prospectus dated May 14, 1992, contained in the Company's
Registration Statement on Form S-2 (File No. 33-46664), together with all
reports and other documents filed with the Commission for the purpose of
updating or otherwise amending that description after the date of this
Prospectus.
All documents filed by the Company after the date of the Prospectus
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been
2
<PAGE> 4
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof from
the date of the filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference into this
Prospectus will be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained in this Prospectus or any
other subsequently filed document which also is or is deemed to be incorporated
by reference into this Prospectus modifies or supersedes that statement.
THE COMPANY WILL PROVIDE, WITHOUT CHARGE, TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF
ANY AND ALL DOCUMENTS INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT
OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY
INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS). REQUESTS FOR SUCH COPIES
SHOULD BE DIRECTED TO: DVI, INC., 500 HYDE PARK, DOYLESTOWN, PENNSYLVANIA
18901 (TELEPHONE: 215-345-6600), ATTENTION: LEGAL DEPARTMENT.
Additional updating information with respect to the matters discussed in
this Prospectus may be provided in the future by means of appendices to this
Prospectus or other documents.
THE COMPANY
DVI engages in the business of providing financing for users of
diagnostic imaging, therapeutic and other sophisticated medical equipment. The
Company focuses primarily on financing technologically advanced medical
equipment such as magnetic resonance imaging, computerized tomography, nuclear
medicine and radiation therapy systems for a customer base that consists
principally of outpatient healthcare providers, physicians and physician
groups, medium-sized hospitals and shared service providers. The Company
believes it is one of the leading independent sources of financing of
sophisticated medical equipment for those categories of customers. The
Company's executive offices are located at 500 Hyde Park, Doylestown,
Pennsylvania 18901, and its telephone number is 215-345-6600.
USE OF PROCEEDS
The Company will receive no portion of the proceeds of the sale of the
Shares offered hereby.
SELLING STOCKHOLDERS
The Selling Stockholders are persons who have acquired or may in the
future acquire shares of Common Stock upon the conversion of the Notes or upon
exercise of the Warrants. The table below sets forth, for each of the Selling
Stockholders, (i) the Selling Stockholder's affiliation with the Company, (ii)
the aggregate number of shares of Common Stock owned prior to the offering made
by this Prospectus; (iii) the maximum aggregate number of shares of Common
Stock which may be acquired upon the conversion of the Notes or upon exercise
of the Warrants; (iv) the maximum number of shares each Selling Stockholder may
offer and sell pursuant to this Prospectus and (v) the number of shares (and
percentage of the outstanding shares) of Common Stock owned after the offering
made by this Prospectus. Shares of Common Stock described under (ii) and (v)
above may not be offered or sold pursuant to this Prospectus.
3
<PAGE> 5
SELLING STOCKHOLDERS
<TABLE>
<CAPTION>
Number of
Number of Shares Number of Shares
of Common Stock of Common Stock
Material Relationship Beneficially Issuable on
With Company Owned by Conversion of
During Selling Notes or
Previous Stockholders Exercise of
Name Three Years Before Offering(1) Warrants (2)
- ------------------------------------ --------------------- ------------------ ----------------
<S> <C> <C> <C>
Hannah S. and Samuel A. Cohn Related to Gerald L. 91,117(5) 18,867
Memorial Foundation Cohn, a Director of
the Company (4)
Starwood Group, L.P. None 56,603 56,603
SASCO Marketing, Inc. None 47,169 47,169
Canadian Imperial Bank of Commerce (6) 2,200,720 716,981
Trust Company, as Trustee of Settlement
T-1740 Trusts #14, #27, #28, #29, #30,
#31, #32, #33, #34, #35 and #36
Luckman Family Ventures None (7) 9,433 9,433
Penn Footwear Retirement Trust None 14,150 14,150
Delbert Coleman and Rose Meisel, Jtwros None 94,339 94,339
Edward A. Newman None 53,166 9,433
Herbert J. Siegel None 47,169 47,169
Gerald L. Cohn Revocable Trust Related to Gerald L. 147,721(5) 75,471
Cohn, a Director of
the Company (4)
Brenda McHugh Wife of John E. 63,317(8) 23,584
McHugh, a Director
of the Company (8)
Sandy Jordan None 18,867 18,867
Richard Weiss and Gail Weiss, Jtwros Related to Sidney 9,433 9,433
Luckman, a Director
of the Company (9)
Robert Luckman Related to Sidney 9,433 9,433
Luckman, a Director
of the Company (10)
S.L.K. Retirement Trust None 9,433 9,433
Guaranty & Trust Co. FBO Sidney Luckman Sidney Luckman is a 37,735 37,735
Individual Retirement Director of the
Account Company
William C. Bartholomay None 9,433 9,433
Granite Capital, L.P. None 608,679 188,679
Yehuda Ben-Arieh Residuary Trust None 18,867 18,867
Harvey Bibicoff(11) None 35,000 35,000
<CAPTION>
Number of Shares
Maximum (and Percentage of
Number of Outstanding Shares) of
Shares that Common Stock
May Be to be
Offered Beneficially Owned
Hereby by by Selling
Selling Stockholders
Name Stockholder After Offering(2)(3)
- ------------------------------------ -------------- -----------------------
<S> <C> <C>
Hannah S. and Samuel A. Cohn 18,867
Memorial Foundation 72,250(*)(5)
Starwood Group, L.P. 56,603
0
SASCO Marketing, Inc. 47,169
716,981 0
Canadian Imperial Bank of Commerce 1,483,739 (18.5%)
Trust Company, as Trustee of Settlement
T-1740 Trusts #14, #27, #28, #29, #30,
#31, #32, #33, #34, #35 and #36
Luckman Family Ventures
9,433
Penn Footwear Retirement Trust 0
14,150 0
Delbert Coleman and Rose Meisel, Jtwros 0
Edward A. Newman 94,339
9,433 0
Herbert J. Siegel 43,733(*)(8)
47,169
Gerald L. Cohn Revocable Trust 75,471 0
72,250(*)(5)
Brenda McHugh
23,584
Sandy Jordan 39,733(*)
18,867
Richard Weiss and Gail Weiss, Jtwros 0
9,433
0
Robert Luckman
9,433
0
S.L.K. Retirement Trust
Guaranty & Trust Co. FBO Sidney Luckman 9,433
Individual Retirement 37,735 0
Account 0
William C. Bartholomay
9,433
Granite Capital, L.P. 188,679 0
18,867 420,000(5.2%)
Yehuda Ben-Arieh Residuary Trust 0
35,000
Harvey Bibicoff(11) 0
</TABLE>
- -------------------------
(See notes on next page.)
4
<PAGE> 6
______________________________
* Less than 1%
(1) Includes shares issuable on conversion of Notes or exercise of Warrants.
(2) Based on the initial conversion price of $10.60 per share with respect to
the Notes and on an initial exercise price of $8.50 per share with respect
to the Warrants.
(3) Assuming all shares covered by this Prospectus are sold at the same time.
Computed based on a pro forma number of shares of Common Stock outstanding
(6,577,795) issued and outstanding at September 15, 1994, plus 1,415,094
shares issuable on conversion of the Notes plus 35,000 shares issuable
upon exercise of the Warrants. Because no fractional shares are issuable
on conversion of Notes, the aggregate number of shares shown on the table
as issuable on conversion of the Notes is slightly less than 1,415,094.
(4) The Hannah S. and Samuel A. Cohn Memorial Foundation (the "Foundation") is
a charitable enterprise of which Gerald L. Cohn is the President and a
board member. Mr. Cohn has no financial interest in the Foundation, but
may be deemed for securities law purposes to be the beneficial owner of
the securities owned by the Foundation by reason of his positions with the
Foundation.
The Gerald L. Cohn Revocable Trust (the "Cohn Trust") is a trust of which
Mr. Cohn is a co-trustee and the sole beneficiary. For securities law
purposes Mr. Cohn is deemed to be the beneficial owner of the securities
owned by the Cohn Trust.
Aside from the holdings of the Cohn Trust and the Foundation, Mr. Cohn is
the beneficial owner of 333,333 shares of Common Stock, not including the
shares described in footnote (5). If Mr. Cohn's holdings are aggregated
with those of the Foundation and the Cohn Trust, he may be deemed to be
beneficial owner of 427,671 shares, representing approximately 5.4% of the
aggregate of (i) the shares of Common Stock outstanding at September 15,
1994 plus (ii) all the shares of Common Stock issuable on conversion of
the Notes. The amounts shown on the table as beneficially owned by the
Foundation and the Cohn Trust do not include the 333,333 shares
beneficially owned by Mr. Cohn.
(5) Includes (a) 46,500 shares of Common Stock held of record by Cynthia J.
Cohn, as Trustee of the Cynthia J. Cohn Revocable Trust (Ms. Cohn is a
Vice President of the Company and one of Mr. Cohn's daughters), (b) 15,000
shares held of record by a trust established for the benefit of Shelly
Cohn Schmidt, another of Mr. Cohn's daughters, and (c) 10,750 shares held
of record by trusts established for the benefit of Clayton Schmidt and
Blake Schmidt, Mr. Cohn's grandchildren. Mr. Cohn disclaims beneficial
ownership of all the shares described in this footnote.
(6) Canadian Imperial Bank of Commerce Trust Company (Bahamas) Limited
("CIBC"), as trustee of trusts for the benefit of various descendants of
A.N. Pritzker, deceased, is the record holder of 1,483,739 shares of
Common Stock. The amounts shown on the table do not include 56,339 shares
of Common Stock owned by Diversified Capital, L.P., a partnership
comprised principally of trusts for the benefit of various members of the
lineal descendants of Nicholas J. Pritzker, deceased. CIBC is not the
trustee of such trusts.
(7) Luckman Family Ventures is a limited partnership in which Robert Luckman
is the general partner and certain of the grandchildren of Sidney Luckman,
a Director of the Company, are limited partners. Robert Luckman is the
son of Sidney Luckman. Sidney Luckman disclaims beneficial ownership of
the securities owned by Luckman Family Ventures. The amounts shown on the
table do not aggregate the securities held by Luckman Family Ventures with
those held by Mr. Luckman or others related to him.
(8) Includes 43,733 shares of Common Stock, including 13,333 shares issuable
on the exercise of options, beneficially owned by Mr. McHugh.
(9) Mr. and Mrs. Weiss are the son-in-law and daughter, respectively, of Mr.
Luckman. Mr. Luckman disclaims beneficial ownership of the securities
held by Mr. and Mrs. Weiss. The amounts shown on the table do not
aggregate the securities held by Mr. and Mrs. Weiss with those held by Mr.
Luckman or others related to him.
(10) Robert Luckman is the son of Sidney Luckman. Sidney Luckman disclaims
beneficial ownership of the securities held by Robert Luckman. The
amounts shown on the table do not aggregate the securities held by Robert
Luckman with those held by Sidney Luckman or others related to him.
(11) Harvey Bibicoff purchased the Warrants on November 30, 1990, and has the
right under the Warrants to purchase 35,000 shares of Common Stock at a
price (the "Exercise Price") equal to $8.50 per share. The Warrants
expire on October 16, 1995, and the number of shares of Common Stock to be
received upon the exercise of the Warrants and the Exercise Price are
subject to adjustment in certain events to prevent dilution.
5
<PAGE> 7
PLAN OF DISTRIBUTION
It is anticipated that the Selling Stockholders will offer the Shares for
sale at the prices prevailing on the NYSE (or other principal market on which
the Shares are then traded) on the date of sale. The Selling Stockholders also
may sell the Shares privately, either directly to the purchaser or through a
broker or brokers. There are no arrangements or agreements with any brokers or
dealers to act as underwriters of the Common Stock as of the date hereof. All
costs, expenses and fees incurred in connection with the registration of the
Shares, including, but not limited to, all registration and filing fees,
printing expenses and fees (if any) and disbursements of the Company's counsel
and accountants, are being borne by the Company, but all selling and other
expenses incurred by the Selling Stockholders will be borne by the Selling
Stockholders.
The Selling Stockholders, and the brokers through whom the sales of the
Shares are made, may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act. In addition, any profits realized by the
Selling Stockholders or such brokers on the sale of the Shares may be deemed to
be underwriting commissions. The Company has agreed to indemnify the Selling
Stockholders and any brokers through whom sales of Shares are made against
certain liabilities, including liabilities under the Securities Act.
EXPERTS
The financial statements and the related financial statement schedules
included and incorporated in this Prospectus and elsewhere in the Registration
Statement by reference from the Company's Annual Report on Form 10-K/A-1 for
the year ended June 30, 1994 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is included and
incorporated herein by reference, and have been so included and incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Rogers & Wells, 200 Park Avenue, New York, New York
10166.
6
<PAGE> 8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,192
Printing and Engraving . . . . . . . . . . . . . . . . . . . . . . . . . . 7,500
Accounting Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 40,000
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . 5,000
Miscellaneous Fees and Expenses . . . . . . . . . . . . . . . . . . . . . 7,308
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $90,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145(a) of the General Corporation Law of the State of Delaware
(the "General Corporation Law") provides, in general, that a corporation shall
have power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation), by reason of the fact
that he is or was a director or officer of the corporation. Such indemnity may
be against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred in connection with such
action, suit or proceeding, if the indemnitee acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation with respect to any criminal action or proceeding, the indemnitee
must not have had reasonable cause to believe his conduct was unlawful.
Section 145(b) of the General Corporation Law provides, in general,
that a corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director or
officer of the corporation against expenses (including attorney's fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation.
Section 145(g) of the General Corporation Law provides in general that
a corporation shall have power to purchase and maintain insurance on behalf of
any person who is or was a director or officer of the corporation against any
liability asserted against and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would have the power
to indemnify him against such liability under the provisions of the law.
The Company's By-laws require the Company to indemnify each of its
directors, officers and employees to the fullest extent permitted by law in
connection with any actual or threatened action or proceeding arising out of
his service to the Company or to other organizations at the Company's request.
The Company has agreed to indemnify the Selling Stockholders and any
brokers through whom sales of Shares are made against certain liabilities,
including liabilities under the Securities Act of 1933.
7
<PAGE> 9
ITEM 16. EXHIBITS
(a) Exhibits
<TABLE>
<S> <C> <C>
3.1* -- Certificate of Incorporation of the Company
3.2* -- By-Laws of the Company
4.1* -- Specimen of stock certificate for DVI's Common Stock, par value $.005 per share
5.1* -- Opinion of Rogers & Wells
23.1* -- Consent of Rogers & Wells (Included in Exhibit 5.1)
23.2** -- Consent of Deloitte & Touche LLP
</TABLE>
- --------------
* Previously filed.
** Filed herewith.
(b) Financial Statements
Inapplicable.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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 registrant's Certificate of Incorporation,
By-laws, 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.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change in the
information set forth 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 at the
termination of the offering.
8
<PAGE> 10
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
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Doylestown, State of
Pennsylvania on June 16, 1995.
DVI, INC.
By: /s/ DAVID L. HIGGINS
-------------------------------------
David L. Higgins
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ DAVID L. HIGGINS Chief Executive Officer, Principal June 16, 1995
------------------------------- Executive Officer, and Director
DAVID L. HIGGINS
* President and Director June 16, 1995
-------------------------------
MICHAEL A. O'HANLON
* Senior Vice President, Principal June 16, 1995
------------------------------- Financial and Accounting Officer
JAMES G. COSTELLO
* Director June 16, 1995
-------------------------------
GERALD L. COHN
* Director June 16, 1995
-------------------------------
WILLIAM R. INGLES
* Director June 16, 1995
-------------------------------
SIDNEY LUCKMAN
* Director June 16, 1995
-------------------------------
JOHN E. McHUGH
*By /s/ DAVID L. HIGGINS
----------------------------
DAVID L. HIGGINS
Attorney-in-Fact
</TABLE>
9
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>
3.1* Certificate of Incorporation of the Company
3.2* By-Laws of the Company
4.1* Specimen of stock certificate for DVI's
Common Stock, par value $.005 per share
5.1* Opinion of Rogers & Wells
23.1* Consent of Rogers & Wells (Included in
Exhibit 5.1)
23.2** Consent of Deloitte & Touche LLP
</TABLE>
_____________
* Previously filed.
** Filed herewith.
10
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 33-84604 of DVI, Inc. on Form S-3 of our report
dated October 3, 1994, appearing in the Annual Report on Form 10-K/A-1 of DVI,
Inc. for the year ended June 30, 1994 and to the use of our report dated
October 3, 1994 appearing in the Prospectus which is part of this Registration
Statement. We also consent to the reference to us under the heading "Experts"
in such Prospectus.
/s/ Deloitte & Touche LLP
- -------------------------
Costa Mesa, California
June 15, 1995
