<PAGE> 1
As filed with the Securities and Exchange Commission on October 4, 1995
Registration No. 33-62721
--------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
To
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
ROTONICS MANUFACTURING INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 36-2467474
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification
number)
</TABLE>
17022 SOUTH FIGUEROA STREET, GARDENA, CALIFORNIA 90248 (310) 538-4932
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
SHERMAN MCKINNISS
17022 SOUTH FIGUEROA STREET
GARDENA, CALIFORNIA 90248
(310) 538-4932
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
with copies of all orders, notices and communications to:
Richard A. Peers
Heller, Ehrman, White & McAuliffe
525 University Avenue, Suite 1100
Palo Alto, California 94301
(415) 326-7600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the 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]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
PROPOSED MAXIMUM
TITLE OF AMOUNT PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SHARES TO BE TO BE AGGREGATE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT PRICE FEE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 915,384 $2.5625 (1) $2,345,672 (1) $809(2)
=======================================================================================================================
</TABLE>
<PAGE> 2
(1) Estimated solely for the purpose of calculating the registration fee for
the shares of Common Stock to be sold by the Selling Stockholders based
on the closing price of the Common Stock on the American Stock Exchange
on September 13, 1995.
(2) Previously paid.
<PAGE> 3
ROTONICS MANUFACTURING INC.
CROSS-REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF INFORMATION REQUIRED BY
FORM S-3
_______________________________________
<TABLE>
<CAPTION>
Item Number in Form S-3 and Title of Item Location in Prospectus
----------------------------------------- ----------------------
<S> <C> <C>
1. Forepart of the Registration Statement and Outside Front Cover Page
of Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages of Prospectus . . . . . . Inside Front and Outside Back Cover Pages
3. Summary Information, Risk Factors and Ratio of Earnings to Fixed
Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prospectus Summary; Risk Factors
4. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . Use of Proceeds
5. Determination of Offering Price . . . . . . . . . . . . . . . . . . Outside Front Cover Page; Plan of
Distribution
6. Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
7. Selling Security Holders . . . . . . . . . . . . . . . . . . . . . Selling Stockholders
8. Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . Outside Front Cover Page; Plan of
Distribution
9. Description of Securities to be Registered . . . . . . . . . . . . Description of Capital Stock
10. Interests of Named Experts and Counsel . . . . . . . . . . . . . . Not Applicable
11. Material Changes . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
12. Incorporation of Certain Information by Reference . . . . . . . . Inside Front Cover Page
13. Disclosure of Commission Position on Indemnification for Securities
Act Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
</TABLE>
<PAGE> 4
915,384 Shares Being Sold by
the Selling Stockholders
ROTONICS MANUFACTURING INC.
Common Stock
All the 915,384 shares of Common Stock offered hereby are being sold
by the Selling Stockholders. The Company will derive no proceeds from the sale
of shares by the Selling Stockholders. See "SELLING STOCKHOLDERS".
The Company's Common Stock is traded on the American Stock Exchange
("AMEX"). On October 2, 1995, the closing price for the Common Stock, as
reported on the AMEX, was $2 3/8. The Company is not aware of any
underwriting arrangements with respect to the sale of Common Stock offered by
the Selling Stockholders, and the Company anticipates that such Common Stock
will be sold from time to time on the AMEX at prices then prevailing. The
Selling Stockholders and the brokers and dealers through whom such sales are
effected may be deemed to be underwriters under the Securities Act of 1933, as
amended (the "Securities Act"). See "PLAN OF DISTRIBUTION".
_________________
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 NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________
The date of this Prospectus is October 6, 1995
<PAGE> 5
No dealer, salesman, or any other person has been authorized to give
any information or to make any representations or projections of future
performance other than those contained in this Prospectus, and any such other
information, projections, or representations, if given or made, must not be
relied upon as having been so authorized. The delivery of this Prospectus or
any sale hereunder at any time does not imply that the information herein is
correct as of any time subsequent to its date. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation.
AVAILABLE INFORMATION
This Prospectus omits certain of the information contained in the
Registration Statement covering the Common Stock that is on file with the
Securities and Exchange Commission (the "Commission"). The Company is subject
to the informational requirements of the Securities Exchange Act of 1934, as
amended (the "1934 Act") and in accordance therewith files reports, proxy
statements and other information with the Commission. Such Registration
Statement, reports, proxy statements and other information can be inspected and
copied at public reference facilities maintained by the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C.; 7 World Trade Center, Suite
1300, New York, New York 10048; and 500 West Madison Street, Chicago, Illinois
60661. Copies of such material can be obtained from the Public Reference
Section of the Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates.
The Company's Common Stock is listed on the AMEX. Reports, proxy and
information statements and other information concerning the Company can be
inspected at such Exchange at 86 Trinity Place, New York, New York 10006.
DOCUMENTS INCORPORATED BY REFERENCE
There are hereby incorporated in this Prospectus by reference the
following documents filed pursuant to the 1934 Act: the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 1995, including the
financial statements as of and for the fiscal year ended June 30, 1995 included
therein, and the Company's Proxy Statement for its Annual Meeting of
Stockholders to be held on December 8, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus.
The Company hereby undertakes to provide without charge to each
person, including any beneficial owner, to whom a copy of this Prospectus has
been delivered, upon the written or oral request of such person, a copy of any
or all of the documents referred to above which have been or may be
incorporated in this Prospectus by reference, other than exhibits to such
documents which are not specifically incorporated by reference into the
information that this Prospectus incorporates. Requests for such copies should
be directed to:
Rotonics Manufacturing Inc.
17022 South Figueroa Street
Gardena, California 90248
Attention: President
Telephone: (310) 538-4932
-i-
<PAGE> 6
TABLE OF CONTENTS
<TABLE>
<S> <C>
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
</TABLE>
-ii-
<PAGE> 7
PROSPECTUS SUMMARY
The information set forth below should be read in conjunction with,
and is qualified in its entirety by, the information appearing elsewhere in
this Prospectus or incorporated herein by reference.
The Company
Rotonics Manufacturing Inc. ("RMI" or the "Company") is headquartered
in Gardena, California and manufactures plastic containers for commercial,
agricultural, pharmaceutical, refuse, marine, healthcare and residential use,
as well as a vast array custom plastic products, utilizing the roto-molding
process. Roto-molding is a process for molding plastic resin by rotating a
mold in a heated environment while the plastic resin pellets placed inside the
mold melt and coat the inner walls of the mold.
The Company was founded in 1959 as an Illinois corporation, and was
reincorporated in Delaware in December 1986. The Company's executive offices
are located at 17022 South Figueroa Street, Gardena, California 90248, and its
telephone number is (310) 538-4932.
The Offering
<TABLE>
<S> <C>
Common Stock Offered by the
Selling Stockholders . . . . . . . . . . . . . . . . . 915,384 shares of Common Stock.
Use of Proceeds . . . . . . . . . . . . . . . . . . . . The Company will not receive any proceeds from the sale
of shares offered hereby by the Selling Stockholders.
Risk Factors . . . . . . . . . . . . . . . . . . . . . The shares offered hereby involve numerous risks (See
"RISK FACTORS").
AMEX Symbol . . . . . . . . . . . . . . . . . . . . . . RMI
</TABLE>
-1-
<PAGE> 8
RISK FACTORS
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE HIGHLY SPECULATIVE AND
INVOLVE A HIGH DEGREE OF RISK AND PROSPECTIVE PURCHASERS SHOULD CAREFULLY
CONSIDER THE FOLLOWING FACTORS.
Fluctuation in Results; Discontinued Operations. In fiscal 1993, the
Company had net income of $35,000, but incurred a net loss applicable to Common
Stock of $505,400. The loss was due primarily to non-recurring expenses
totaling $889,500. The Company incurred expenses of $469,000 relating to the
settlement of certain pending litigation and $420,500 in expenses associated
with discontinued operations of the Company. In fiscal 1994, the Company had
net income applicable to Common Stock of $5,511,700, including $4,013,000 from
a change in accounting principle for income taxes, and in fiscal 1995 had net
income applicable to Common Stock of $2,986,000. Although the Company's
current focus on the rotational molding industry resulted in earnings in 1994
and 1995, there can be no assurance that the Company will be profitable in the
future. In the past, in an effort to diversify its operations, the Company
ventured into a number of unrelated industries through acquisitions that later
proved to be unsuccessful or unprofitable for the Company. The Company
incurred substantial losses from the disposal of discontinued operations in
1988 and 1989 and incurred smaller losses from discontinued operations in 1990
through 1993. The operations disposed of related to subsidiaries or divisions
in the computer peripheral, automotive aftermarket and home products
industries.
Results Adversely Affected by Loss of Major Customers and Recession.
In the past, the Company's business in Southern California was adversely
affected by declining sales to and the eventual loss of two major customers.
In addition, the Company experienced a decline in sales at the Company's
Southern California division, as a result of recessionary conditions in
California. If general economic conditions in Southern California were to
again deteriorate, the Company's revenues and operating results could be
adversely affected in future periods.
Control by Selling Stockholders. The Selling Stockholders own or
control shares of Common Stock which represent over 39% of the Company's
Common Stock outstanding. Even if the Selling Stockholders sell all of the
shares offered by them hereby, they will control approximately 33% of such
Common Stock. As a consequence, the Selling Stockholders have the ability to
exert significant influence over, and perhaps control, the election of the
Company's Board of Directors and corporate action which requires stockholder
approval.
Competition. There are many other companies engaged in the business
of the Company. Although the Company is one of the few roto-molders with a
national presence, because of the high transportation cost of large roto-molded
products, most of the Company's competition occurs on a regional basis. The
Company faces its most significant competition when bidding on large refuse
container orders, as it must attempt to match the greater resources of
divisions of large corporate competitors who frequently bid on such orders.
The Company also experiences fairly significant competition when bidding for
custom molding projects, again due to the presence of strong regional
competitors. If the Company is unsuccessful in bidding on significant orders,
its results may be adversely affected.
Possible Volatility of Stock Prices; Shares Eligible for Future Sale.
The market price of the Company's Common Stock has been volatile and may
continue to be so. Future events, many of which may be beyond the control of
the Company, may have a significant impact on the market price of the Company's
Common Stock. The 915,384 shares of Common Stock offered hereby by the Selling
Stockholders, which had been "restricted securities" subject to resale
limitations, have now been registered for sale by the Selling Stockholders.
Future sales of shares by current stockholders, including the Selling
Stockholders, and by holders who exercise Company stock options or warrants,
could have a depressive effect on the market price of the Company's Common
Stock. These conditions may cause substantial fluctuations in the price of the
Common Stock over short time periods.
Key Personnel. The Company is dependent upon the efforts and
abilities of a number of its management, sales and support personnel. The
success of the Company depends to a large extent upon its ability to retain and
continue to attract key employees. Although the Company does have "Key-Man"
life insurance covering the life of its key executives, the loss of certain of
these people or the Company's inability to retain and attract other key
employees could materially adversely affect the Company's results of
operations.
-2-
<PAGE> 9
USE OF PROCEEDS
All of the 915,384 shares of Common Stock offered hereby are being
sold by the Selling Stockholders. The Company will derive no proceeds from the
sale of shares by the Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth certain information as of September 30,
1995 with respect to the Selling Stockholders.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
----------------------------------------------------------------------------------------
Possible Possible
Maximum Minimum
Percent Number of Number of
Name of of Shares to Shares to Percent
Selling Shareholder Owned (1) Class be Sold be Retained of Class
------------------- ----- ----- ------- ----------- --------
<S> <C> <C> <C> <C> <C>
Sherman McKinniss 5,278,720 (2) 37.3% 615,384 4,663,336 32.9%
Ewald J. Consen 300,000 2.1% 300,000 0 *
TOTAL: 5,578,720 39.4% 915,384 4,663,336 32.9%
========= ===== ======= ========= =====
</TABLE>
* Less than 1%.
(1) Unless otherwise indicated, shares are held with sole voting and
investment power.
(2) Consisting of 5,026,720 shares of Common Stock held by Mr. McKinniss,
jointly with his spouse, and 252,000 shares of Common Stock held by a
pension plan for the benefit of Mr. McKinniss. Mr. McKinniss is the
President, CEO and Chairman of the Board of the Company.
-3-
<PAGE> 10
PLAN OF DISTRIBUTION
The Company is not aware of any underwriting arrangements with
respect to the sale of the Common Stock offered hereby by the Selling
Stockholders, and the Company anticipates that such shares will be sold on the
AMEX at prices then prevailing. The Selling Stockholders and the brokers and
dealers through whom such sales are effected may be deemed to be underwriters
under the Securities Act of 1933, as amended.
The expenses of filing with the Securities and Exchange Commission
the Registration Statement of which this Prospectus is a part will be paid by
the Company. Of the shares offered hereby, 300,000 are being registered
pursuant to contractual obligations of the Company; the balance of such shares
are being registered by the Company as an accommodation to the holder thereof.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 20,000,000
shares of Common Stock and 4,250,000 shares of Series A Preferred Stock, in
each case with a par value of $0.01 per share. At the close of business on
September 30, 1995, there were 14,155,402 shares of RMI Common Stock issued and
outstanding, held of record by approximately 6,800 stockholders and outstanding
options to purchase an additional 17,833 shares of Common Stock.
Series A Preferred Stock
Holders of Series A Preferred Stock are not entitled to vote. The
shares of Series A Preferred Stock are entitled to cumulative dividends of $.09
per share per annum and have a liquidation value of $1.00 per share, plus
accrued and unpaid dividends (and interest thereon at 9% per annum), in
preference to any payments on the Common Stock. The Series A Preferred Stock
is also subject to redemption, at the option of the Board of Directors, at a
price of $1.00 per share, plus accrued and unpaid dividends (and interest
thereon at 9% per annum). Shares of Series A Preferred Stock have no
preemptive or other subscriptive rights, nor do the shares of Series A
Preferred Stock carry any conversion rights or sinking fund provisions. As of
September 30, 1995, no shares of Series A Preferred Stock were outstanding.
Common Stock
Subject to preferences applicable to the Series A Preferred Stock,
the holders of outstanding shares of Common Stock are entitled to receive such
dividends as the Board of Directors may declare from time to time out of funds
legally available therefor. Each stockholder is entitled to one vote for each
share of Common Stock held by him. Cumulative voting is not provided for in
the Company's charter documents. The Common Stock is not entitled to
preemptive or other subscriptive rights, is not convertible, carries no sinking
fund provisions and is not subject to redemption. Upon liquidation,
dissolution or winding up of the Company, after payment of the liquidation
preference on the Series A Preferred Stock, as described above, the assets
legally available for distribution to stockholders are distributed ratably
among the holders of the Common Stock at that time outstanding. All
outstanding shares of Common Stock are fully paid and non-assessable.
LEGAL MATTERS
The legality of the issuance of the securities being offered hereby
is being passed upon for the Company by Heller, Ehrman, White & McAuliffe, Palo
Alto, California.
EXPERTS
The financial statements incorporated in this Prospectus by reference
to the Annual Report on Form 10-K for the year ended June 30, 1995, have been
so incorporated in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
-4-
<PAGE> 11
EXPERTS
The financial statements incorporated in this Prospectus by reference
to the Annual Report on Form 10-K for the year ended June 30, 1995, have been
so incorporated in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
-5-
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
<TABLE>
<S> <C>
Registration Fee $ 809
Printing and Engraving 100
Accounting Fees 2,000
Legal Fees and Disbursements 2,000
Miscellaneous 91
-----
TOTAL: $5,000
======
</TABLE>
ITEM 15. Indemnification of Officers and Directors.
Section 145 of the Delaware General Corporation Law and the
Certificate of Incorporation of the Registrant authorize a court to award, or
the Registrant's Board of Directors or stockholders to grant, indemnity to
directors and officers of the Registrant under certain circumstances. The
provisions of the statute and the Certificate of Incorporation help to attract
qualified officers and directors to the Registrant, by providing some
protection from personal liability for actions by officers and directors in
their capacity as such. The existence of Section 145 of the Delaware General
Corporation Law and the indemnification provisions in the Registrant's
Certificate of Incorporation could result in the Registrant acquiring
significant indemnity obligations to its officers and directors and may reduce
the likelihood of derivative litigation in the name of the corporation against
directors and may discourage or deter stockholders or management from bringing
a lawsuit against directors for breach of their duty, even though such action,
if successful, might otherwise have benefitted the Registrant and its
stockholders.
ITEM 16. Exhibits.
5 Opinion of Heller, Ehrman, White & McAuliffe
23.2 Consent of Heller, Ehrman, White & McAuliffe (included in
Exhibit 5)
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-1
<PAGE> 13
(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;
(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 (i) and (ii) shall 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
amendment any of the securities being registered which remain unsold at the
termination of the offering.
That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offering therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described under Item 15
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted against the Registrant 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.
II-2
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Gardena, State of California, on the 3rd day of October,
1995.
ROTONICS MANUFACTURING INC.
By: /s/ Sherman McKinniss
---------------------------------
Sherman McKinniss, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ------------------------ --------------------
<S> <C> <C>
/s/ Sherman McKinniss Chairman of the Board October 3, 1995
- --------------------------------------------- and President
Sherman McKinniss
/s/ L. John Polite, Jr.* Director October 3, 1995
- ---------------------------------------------
L. John Polite, Jr.
/s/ David C. Polite* Director October 3, 1995
- ---------------------------------------------
David C. Polite
/s/ Larry M. DeDonato* Director October 3, 1995
- ---------------------------------------------
Larry M. DeDonato
/s/ E. Paul Tonkovich* Secretary and Director October 3, 1995
- ---------------------------------------------
E. Paul Tonkovich
/s/ Douglas W. Russell Assistant Secretary, October 3, 1995
- --------------------------------------------- Treasurer and Chief
Douglas W. Russell Financial Officer
*By: /s/ Sherman McKinniss
- --------------------------------------------
Attorney in fact
</TABLE>
II-3
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Numbered
Page
----
<S> <C> <C>
5 Opinion of Heller, Ehrman, White & McAuliffe
23.2 Consent of Heller, Ehrman, White & McAuliffe (included in Exhibit 5)
</TABLE>
<PAGE> 1
EXHIBIT 5
October 3, 1995
11767-0033
ROTONICS MANUFACTURING INC.
17022 South Figueroa Street
Gardena, California 90248
Registration Statement on Form S-3/No. 33-62721
Ladies and Gentlemen:
We have acted as counsel to Rotonics Manufacturing Inc., a Delaware
corporation (the "Company"), in connection with the Amendment No. 1 to
Registration Statement on Form S-3 (No. 33-62721) (the "Registration
Statement") to be filed with the Securities and Exchange Commission on October
4, 1995 for the purpose of registering under the Securities Act of 1933, as
amended, an aggregate of 915,384 shares of its Common Stock, $.01 par value
(the "Shares"), all of which are currently issued and outstanding and are to be
sold by certain of the Company's shareholders (the "Selling Shareholders").
In connection with this opinion, we have assumed the authenticity of
all records, documents and instruments submitted to us as originals, the
genuineness of all signatures, the legal capacity of natural persons and the
conformity to the originals of all records, documents and instruments submitted
to us as copies. We have based our opinion upon our review of the following
records, documents and instruments:
(a) The Certificate of Incorporation of the Company certified
by the Secretary of State of the State of Delaware as of
January 11, 1995, and certified to us by an officer of the
Company as being complete and in full force and effect as of
the date of this opinion;
(b) The Bylaws of the Company certified to us by an officer of the
Company as being complete and in full force and effect as of
the date of this opinion;
<PAGE> 2
ROTONICS MANUFACTURING INC.
October 3, 1995 Page 2
(c) A Certificate of the Treasurer of the Company: (i) certifying to
us that the Board of Directors of the Company duly authorized the
issuance of all of the Shares and that the consideration for the
Shares that is recited in such resolutions has been received by
the Company; and (ii) certifying as to certain other factual
matters; and
(d) The Registration Statement.
This opinion is limited to the general corporation laws of the State of
Delaware. We disclaim any opinion as to any other statute, rule, regulation,
ordinance, order or other promulgation of any other jurisdiction or any
regional or local governmental body. Our opinion to the effect that the Shares
are fully paid and nonassessable is based solely on the certificate identified
in item (c) above.
Based upon the foregoing and our examination of such questions of law
as we have deemed necessary or appropriate for the purpose of this opinion, and
assuming that: (i) the Registration Statement becomes and remains effective
during the period when the Shares are offered, issued and sold; and (ii) all
applicable securities laws are complied with, it is our opinion that the Shares
covered by the Registration Statement are legally issued, fully paid and
nonassessable.
This opinion is rendered to you in connection with the Registration
Statement and is solely for your benefit. This opinion may not be relied upon
by you for any other purpose, or relied upon by any other person, firm,
corporation or other entity for any purpose, without our prior written consent.
We disclaim any obligation to advise you of any developments that occur after
the date of this opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ HELLER, EHRMAN, WHITE
& MCAULIFFE
