<PAGE>
As filed with the Securities and Exchange Commission on February 18, 1999
Registration No. 333-70569
===============================================================================
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)
DELAWARE 36-2467474
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
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)
-------------------------------
Copies to:
RICHARD A. PEERS
HELLER EHRMAN WHITE & MCAULIFFE
525 UNIVERSITY AVENUE, SUITE 1100
PALO ALTO, CALIFORNIA 94301-1908
TELEPHONE: (650) 324-7000
FACSIMILE: (650) 324-0638
----------------
APPROXIMATE 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 being 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/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier 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>
================================================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO TO BE AGGREGATE PRICE PER AGGREGATE OFFERING REGISTRATION FEE
BE REGISTERED REGISTERED SECURITY PRICE
- -------------------------------------- ------------------- ------------------------- ---------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 2,072,539 $1.03125 (1) $2,137,306 (1) $594.17 (2)
================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the amount of registration
fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
based on the average of the high and low prices reported of the
Registrant's Common Stock on the American Stock Exchange Stock Market on
January 7, 1999.
(2) Previously paid.
<PAGE>
The information in this Prospectus is not complete and may be amended. We
are not allowed to sell these securities until the related registration
statement filed with the Securities and Exchange Commission or any applicable
state securities commission becomes effective. This Prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer is not permitted.
PROSPECTUS
ROTONICS MANUFACTURING INC.
2,072,539 SHARES OF COMMON STOCK
-------------
The stockholder of Rotonics Manufacturing Inc. identified on page 6 may
offer and sell the shares covered by this prospectus from time to time. The
selling stockholder will receive all of the proceeds from the sale of the shares
and will pay all underwriting discounts and selling commissions, if any,
applicable to the sale of the shares. We will pay the expenses of registration
of the sale of the shares.
Our common stock trades on the American Stock Exchange under the symbol
"RMI". On January 7, 1999, the closing price for our common stock on the
American Stock Exchange was $1.00 per share.
------------
BEGINNING ON PAGE 2, WE HAVE LISTED SEVERAL "RISK FACTORS" WHICH YOU
SHOULD CONSIDER. YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY BEFORE YOU MAKE
YOUR INVESTMENT DECISION.
------------
The Securities and Exchange Commission and state regulatory authorities
have not approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
------------
The date of this Prospectus is February 19, 1999
<PAGE>
RISK FACTORS
YOU SHOULD CONSIDER CAREFULLY THE FOLLOWING RISK FACTORS, ALONG WITH
THE OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS,
IN DECIDING WHETHER TO INVEST IN OUR SECURITIES. THESE FACTORS, AMONG OTHERS,
MAY CAUSE ACTUAL RESULTS, EVENTS OR PERFORMANCE TO DIFFER MATERIALLY FROM THOSE
EXPRESSED IN ANY FORWARD-LOOKING STATEMENTS WE MAKE IN THIS PROSPECTUS.
WE HAVE HAD FLUCTUATIONS IN OUR OPERATING RESULTS WHICH MAY CONTINUE IN
THE FUTURE. In fiscal 1998, net sales fell 3.4% to $38,058,900 from $39,385,100
in fiscal 1997. Additionally, net income fell to $.03 per common share in fiscal
1998 from $.10 per common share in fiscal 1997. The factors listed below, some
of which we cannot control, contributed to these fluctuations and may continue
to cause our revenues and results of operations to fluctuate significantly:
- volatility of plastic resin prices;
- additional sales, general and administrative expenses due to the
Rotocast merger;
- consolidation of two of our manufacturing locations into our
remaining facilities;
- internal efforts to increase manufacturing capabilities; and
- general economic conditions.
THE VOLATILITY OF PLASTIC RESIN PRICES AFFECTS OUR MANUFACTURING
COSTS. The cost of plastic resin represents a significant portion of our
manufacturing costs. Since fiscal 1995, we have experienced extreme volatility
in plastic resin prices. These price increases have resulted in substantial
increases in raw material prices per pound since the beginning of fiscal 1995.
The price increases were initiated by our various resin suppliers in response to
domestic and foreign material demands as well as various natural and internal
disasters experienced by our resin suppliers. If plastic resin prices continue
to remain unstable and we are unable to pass the price increases on to our
customers, our business, financial condition and operating results could be
adversely affected.
WE DEPEND ON A SMALL NUMBER OF PLASTIC RESIN SUPPLIERS. In fiscal 1998,
we purchased approximately 89% of our plastic resin from four vendors. Plastic
resin represents a significant portion of Rotonics manufacturing costs. As a
result, any factors which adversely affect Rotonics' plastic resin vendors will
have a potential negative impact on our business, financial condition and
results of operations.
WE FACE INTENSE COMPETITION IN THE ROTATIONAL AND INJECTION MOLDING
MARKETS. There are many other companies engaged in the business of rotational
and injection molding. We are one of the few rotational and injection molders
with a national presence. However, because of the high transportation cost of
products we manufacture, such as large capacity tanks, most competition occurs
on a regional basis. There are numerous single-location as well as a significant
number of multi-location roto-molding businesses throughout the United States.
We may not be able to compete successfully against our present and future
competitors and competitive pressures may have a material adverse effect on our
business, financial condition and results of operations.
We face the most significant competition when bidding on large refuse
container orders. This is because we must attempt to match the greater resources
of large corporate competitors who frequently bid on such orders. Additionally,
we experience significant competition when bidding for custom molding projects,
because of the presence of strong regional competitors. If we are unsuccessful
in bidding on significant orders, our business, financial condition and results
of operations may be adversely affected.
THE PRICE OF ROTONICS' COMMON STOCK HAS BEEN VOLATILE DUE TO SEVERAL
FACTORS WHICH WILL CONTINUE TO AFFECT THE PRICE OF OUR COMMON STOCK. The market
price of the Company's Common Stock has been volatile. Some of the factors
leading to this volatility include:
- price and volume fluctuations in the stock market at large which do
not relate to our operating performance;
2
<PAGE>
- fluctuations in our operating results;
- changes in stock market analysts' recommendations regarding our
industry; and
- changes in the volume of our shares sought to be sold.
THE PUBLIC SALE OF A SIGNIFICANT NUMBER OF THE SHARES ELIGIBLE FOR
FUTURE SALE MAY ADVERSELY AFFECT ROTONICS AND THE PRICE OF ROTONICS COMMON
STOCK. The 2,072,539 shares of common stock offered hereby by the selling
stockholder, which had been "restricted securities" subject to resale
limitations, have now been registered for sale by the selling stockholder.
Future sales of shares by current stockholders, including the selling
stockholder, and by holders who exercise Rotonics stock options could cause the
market price of our common stock to decline.
OUR OPERATIONS AND PROPERTIES REQUIRE US TO COMPLY WITH NUMEROUS
ENVIRONMENTAL REGULATIONS. Our operations and properties are subject to a
wide variety of federal, state and local laws and regulations, including those
governing the use, storage and handling, generation, treatment, emission,
release, discharge and disposal of certain materials, substances and wastes, the
remediation of contaminated soil and ground water, and the health and safety of
employees. There is no assurance that our operations or properties will
comply with applicable regulations. As such, our operations expose us to the
risk of claims with respect to such matters and we may incur material costs or
liabilities in connection with such claims.
WE HAVE NOT COMPLETED OUR YEAR 2000 COMPLIANCE PROGRAM SO ALL
POTENTIAL COSTS AND COMPLICATIONS ASSOCIATED WITH YEAR 2000 COMPLIANCE CANNOT
BE DETERMINED AT THIS TIME. Management has been fully apprised of the issues
surrounding the year 2000 dilemma. In assessing the potential impact this issue
has on us, management reviewed both its manufacturing and accounting systems to
ascertain critical applications which would be affected. Due to the nature of
our manufacturing process and the equipment utilized, it was determined that
even equipment which was operated by or which incorporated computerized controls
or programs were not dependent on calendar functions to operate and thus would
not be impacted by the year 2000 problem.
As part of the year 2000 issue, Rotonics also assessed compliance of
its network computing systems. To date we believe that all of our operating
divisions except one are year 2000 compliant. The remaining site, along with
our Corporate division, has resolved to make the necessary hardware and
software enhancements to become compliant at this final site by June 30, 1999.
We do not believe we will encounter any problems associated with the year 2000
issue between now and such time that the remaining site completes the necessary
upgrades to its computer systems. The costs associated with becoming compliant
will not have a material effect to our financial position.
To complete our assessment of the year 2000 problem, we will be
contacting our major suppliers to ascertain their readiness and ability to
function beyond this critical date and what impact, if any, it will have on our
ability to continue normal operations.
3
<PAGE>
You should rely only on the information contained in this
prospectus. We have not authorized anyone to provide you with information
different from that contained in this prospectus. The selling stockholder is
offering to sell, and seeking offers to buy, shares of Rotonics Manufacturing
Inc. common stock only in jurisdictions where offers and sales are permitted.
The information contained in this prospectus is accurate only as of the date
of this prospectus, regardless of the time of delivery of this prospectus or
of any sale of the shares.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements, and
other documents with the Securities and Exchange Commission. You may read and
copy any document we file at the SEC's public reference room at Judiciary Plaza
Building, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You should
call 1-800-SEC-0330 for more information on the public reference room. The SEC
maintains an internet site at http://www.sec.gov where certain information
regarding issuers (including Rotonics Manufacturing Inc.) may be found.
This prospectus is part of a registration statement that we filed with
the SEC (Registration No. 333-70569). The registration statement contains more
information than this prospectus regarding Rotonics Manufacturing Inc. and its
common stock, including certain exhibits and schedules. You can get a copy of
the registration statement from the SEC at the address listed above or from its
internet site.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate" into this prospectus information we
file with the SEC in other documents. This means that we can disclose important
information to you by referring to other documents that contain that
information. The information may include documents filed after the date of this
prospectus which update and supersede the information you read in this
prospectus. We incorporate by reference the documents listed below, except to
the extent information in those documents is different from the information
contained in this prospectus, and all future documents filed with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until
we terminate the offering of these shares.
SEC Filing (File No. 1-9429) Period/Filing Date
---------------------------- ------------------
Annual Report on Form 10-K Year ended June 30, 1998
Definitive Proxy Statement October 26, 1998
Quarterly Reports on Form 10-Q Quarter ended September 30, 1998
Quarter ended December 31, 1998
You may request a copy of these documents, at no cost, by writing to:
Rotonics Manufacturing Inc.
17022 South Figueroa Street
Gardena, California 90248
Attention: Douglas W. Russell
Telephone: (310) 538-4932
-------------------------
FORWARD-LOOKING INFORMATION
Statements made in this prospectus or in the documents incorporated
by reference herein that are not statements of historical fact are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. A number of
risks and uncertainties, including those discussed under the caption "Risk
Factors" on page 2 above and the documents incorporated by reference herein
could affect such forward-looking statements and could cause actual results
to differ materially from the statements made.
4
<PAGE>
SELLING STOCKHOLDER
The following table sets forth the name of the selling stockholder,
the number of shares of common stock owned beneficially by the selling
stockholder as of December 31, 1998 and the number of shares that may be
offered pursuant to this prospectus. This information is based upon
information provided by the selling stockholder. There are currently no
agreements, arrangements or understandings with respect to the sale of any of
the shares. The shares are being registered to permit public secondary
trading of the shares, and the selling stockholder may offer the shares for
resale from time to time. The percentage of ownership is based on 15,267,015
shares of common stock outstanding as of February 16, 1999. As set forth in
note 1 below, the president and controlling member of the selling stockholder
is a director of Rotonics.
<TABLE>
<CAPTION>
Common Stock Common Stock
Beneficially Owned Beneficially Owned
Prior to Offering After Offering
------------------------- Common Stock --------------------
Holder Number Percent to be Sold Number Percent
- ----------------------------------- ---------- ------- ------------ ------ -------
<S> <C> <C> <C> <C> <C>
G.S.C. Industries, LLC (1) 2,082,539 13.6 2,072,539 10,000 *
</TABLE>
- -----------------------------------
* Less than 1%
(1) Robert D. Grossman, a director of Rotonics, is the President and
controlling member of G.S.C. Industries, LLC and, as a result,
beneficially owns 54% of the shares offered hereby.
PLAN OF DISTRIBUTION
The selling stockholder may offer its shares at various times in one
or more of the following transactions:
- on the American Stock Exchange (or any other exchange on which the
shares may be listed);
- in the over-the-counter market;
- in negotiated transactions other than on such exchanges;
- by pledge to secure debts and other obligations;
- in connection with the writing of non-traded and exchange-traded
call options, in hedge transactions, in covering previously
established short positions and in settlement of other transactions
in standardized or over-the-counter options; or
- in a combination of any of the above transactions.
The selling stockholder may sell its shares at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices. The selling stockholder may
use broker-dealers to sell its shares. The broker-dealers will either receive
discounts or commissions from the selling stockholder, or they will receive
commissions from purchasers of shares.
Under certain circumstances the selling stockholder and any
broker-dealers that participate in the distribution may be deemed to be
"underwriters" within the meaning of the Securities Act. Any commissions
received by such broker-dealers and any profits realized on the resale of shares
by them may be considered underwriting discounts and commissions under the
Securities Act. The selling stockholder may agree to indemnify such
broker-dealers against certain liabilities, including liabilities under the
Securities Act.
Under the rules and regulations of the Exchange Act, any person engaged
in the distribution of the resale of shares may not simultaneously engage in
market making activities with respect to the Rotonics' common stock for a period
of two business days prior to the commencement of such distribution. The selling
stockholders will also be subject to applicable provisions of the Exchange Act
and regulations under the Exchange Act which may limit the timing of purchases
and sales of shares of Rotonics' common stock by the selling stockholder.
The selling stockholder will pay all commissions, transfer taxes, and
other expenses associated with the sale of securities by it. The shares
offered hereby are being registered pursuant to contractual obligations of
Rotonics, and Rotonics has paid the expenses of the preparation of this
prospectus. We have not made any underwriting arrangements with respect to the
sale of shares offered hereby.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares by
the selling stockholder.
5
<PAGE>
LEGAL MATTERS
Heller, Ehrman, White & McAuliffe of Palo Alto, California, our counsel
in connection with the offering, has issued an opinion about the validity of the
securities being offered.
EXPERTS
The financial statements as of June 30, 1998 and 1997 incorporated by
reference in this registration statement have been audited by Arthur Andersen
LLP, 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.
6
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection with the sale
and distribution of the securities being registered. All of the amounts shown
are estimates except the Securities and Exchange Commission registration fee.
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission Registration Fee........... $ 594.17
Legal fees and expenses....................................... $10,000.00
Accounting fees and expenses.................................. $ 5,000.00
American Stock Exchange Listing Fee........................... $17,500.00
Miscellaneous ................................................ $ 1,905.83
TOTAL:................................................. $35,000.00
----------
----------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The registrant has the power to indemnify its officers and directors
against liability for certain acts pursuant to Section 145 of the General
Corporation Law of the State of Delaware.
Article V of Rotonics' Certificate of Incorporation provides for the
indemnification of directors and officers to the fullest extent permissible
under Delaware law.
Article VII of Rotonics' Bylaws provides for the indemnification of
officers, directors, employees and agents to the fullest extent permissible
under Delaware law.
Rotonics has entered into indemnification agreements with its
directors, in addition to the indemnification provided in Rotonics'
Certificate of Incorporation and Bylaws, and intends to enter into
indemnification agreements with any new directors in the future.
II-1
<PAGE>
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
<S> <C>
5 Opinion of Heller, Ehrman, White & McAuliffe
23.1 Consent of Heller, Ehrman, White & McAuliffe (filed as part of
Exhibit 5)
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants
</TABLE>
ITEM 17. UNDERTAKINGS
A. 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,
(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 A(1)(i) and A(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 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.
II-2
<PAGE>
B. The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed 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.
C. 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 foregoing provisions, 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the State of California, on this 18th day of
February, 1999.
ROTONICS MANUFACTURING INC.
By: /s/ Sherman McKinniss
-------------------------------------
Sherman McKinniss
President and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ Sherman McKinniss President, Chief Executive Officer and Chairman February 18, 1999
- ------------------------ (Principal Executive Officer)
Sherman McKinniss
/s/ Douglas W. Russell Chief Financial Officer and Assistant Secretary February 18, 1999
- ------------------------ (Principal Financial and Accounting Officer)
Douglas W. Russell
</TABLE>
II-3
<PAGE>
<TABLE>
<S> <C> <C>
* Secretary and Director February 18, 1999
- ------------------------
E. Paul Tonkovich
* Director February 18, 1999
- ------------------------
Larry DeDonato
* Director February 18, 1999
- ------------------------
Larry L. Snyder
* Director February 18, 1999
- ------------------------
Robert D. Grossman
* Director February 18, 1999
- ------------------------
David C. Polite
* Director February 18, 1999
- ------------------------
James E. Evans
*/s/ Douglas W. Russell February 18, 1999
- ------------------------
Douglas W. Russell
Attorney-in-fact
</TABLE>
II-4
<PAGE>
ROTONICS MANUFACTURING INC.
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
- --------------- ------------------------------------------------------------
<S> <C>
5 Opinion of Heller, Ehrman, White & McAuliffe
23.1 Consent of Heller, Ehrman, White & McAuliffe (filed as part
of Exhibit 5)
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants
</TABLE>
II-5
<PAGE>
Exhibit 5
[HELLER EHRMAN WHITE & MCAULIFFE LETTERHEAD]
February 17, 1999
11767-0033
Rotonics Manufacturing Inc.
17022 So. Figueroa St.
Gardena, CA 90248
Re: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel to Rotonics Manufacturing Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 which the Company filed with the Securities and Exchange Commission on
January 14, 1999 (the "Registration Statement") for the purpose of registering
under the Securities Act of 1933, as amended (the "Securities Act"), a secondary
offering of 2,072,539 shares of its Common Stock (the "Shares").
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. In rendering our opinion,
we have examined the following documents:
(a) The Certificate of Incorporation of the Company certified by the
Secretary of State of the State of Delaware as of January 29, 1999,
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;
(c) A Certificate of an officer of the Company: (i) attaching records
certified to us as constituting all records of proceedings and actions
of the Board of Directors of the Company, including any committee
thereof, relating to the Shares; and (ii) certifying as to certain
factual matters;
<PAGE>
Rotonics Manufacturing Inc.
February 17, 1999
Page 2
(d) The Registration Statement;
(e) A letter dated February 3, 1999 from American Stock Transfer & Trust,
the Company's transfer agent, as to the number of shares of Company's
Common Stock outstanding as of February 2, 1999.
This opinion is limited to the federal laws of the United States of
America, the laws of the State of California and the General Corporation Law of
the State of Delaware. We disclaim any opinion as to the laws of any other
jurisdiction. We further 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 or as to any related judicial or
administrative opinion.
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 and sold; and (ii) all applicable
securities laws are complied with, it is our opinion that the Shares covered by
the Registration Statement are validly issued, fully paid and nonassessable.
This opinion is rendered solely in connection with the Registration
Statement. 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 other
purpose, without our prior written consent. We disclaim any obligation to
advise you of any change of law that occurs, or any facts of which we become
aware, 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
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated August 27, 1998
included in Rotonics Manufacturing Inc.'s Form 10-K for the year ended June 30,
1998 and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Orange County, California
February 17, 1999
