As filed with the Securities and Exchange Commission on
January 11, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
ADVANCED TECHNOLOGY LABORATORIES, INC.
(Exact name of Registrant as specified in its
charter)
Washington 91-1353386
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
22100 Bothell Everett Highway
P.O. Box 3003
Bothell, WA 98041-3003
(Address of principal executive offices, including
zip code)
W. BRINTON YORKS, Jr.
Vice President, General Counsel and Secretary
ADVANCED TECHNOLOGY LABORATORIES, INC.
22100 Bothell Everett, Highway
P.O. Box 3003
Bothell, Washington 98041-3003
(206) 487-7000
(Name, address and telephone number, including area
code, of agent for service)
______________________
Copies to:
Christopher J. Barry, Esq.
Scott L. Gelband, Esq.
Bogle & Gates, P.L.L.C.
Two Union Square, 601 Union Street
Seattle, Washington, 98101
(206) 682-5151
______________________
<PAGE>
Approximate date of commencement of proposed sale to
the public: At such time or times after the effective
date of this Registration Statement as the Selling
Shareholders shall determine.
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 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 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, please
check the following box and list the Securities Act
registration number of the earlier registration statement
for the same offering: [ ] _________________
If the delivery of the prospectus is expected to be
made pursuant to Rule 434, please check the following
box: [ ]
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount
Securities Be Maximum Maximum of
to Be Registered Offering Aggregate Registra-
Registered Price Per Offering tion Fee
Share Price(1)
Common Stock,
par value $.01
per share 213,428(1) $23.00(2) $4,908,844(2) $1,693.00
(1) Includes indeterminate number of shares of Common
Stock that may be issued in connection with a stock split
stock dividend, recapitalization or similar event.
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c). The price per
share is estimated to be $23.00 based on the average of
the bid and asked prices for the Common Stock in the over-
the-counter market on January __, 1996 as reported on the
Nasdaq National Market.
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, as amended, or
until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section
8(a), may determine.
Page I-2
<PAGE>
ADVANCED TECHNOLOGY LABORATORIES, INC.
--------------------------------------
Cross Reference Sheet Showing Location
in Prospectus of Information
Required by Items of Form S-3.
Registration Statement Item Caption or
Number and Heading Location In Prospectus
- ---------------------------------------------------------------------------
1. Forepart of the Registration
Statement and Outside Front
Cover page of the Prospectus... Forepart of the Registration
Statement; Outside Front
Cover Page of the Prospectus
2. Inside Front and Outside
Back Cover Pages of the
Prospectus.................... Inside Front and Outside Back
Cover Page of the Prospectus
3. Summary Information, Risk
Factors and Ratio of Earnings
to Fixed Charges.............. Summary Information and Risk
Factors
4. Use of Proceeds............... Use of Proceeds
5. Determination of Offering
Price......................... Not applicable
6. Dilution...................... Not applicable
7. Selling Security Holders...... Notes and the Noteholders
8. Plan of Distribution.......... Plan of Distribution
9. Description of Securities
to be Registered.............. Not applicable
10. Interests of Named
Experts and Counsel........... Not applicable
11. Material Changes.............. Recent Developments
12. Incorporation of Certain
Information By Reference...... Incorporation of Certain
Information by Reference
13. Disclosure of Commission
Position on Indemnification
for Securities Act Liabilities. Not applicable
Page I-3
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement related to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
any 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 law of
such State.
SUBJECT TO COMPLETION, DATED JANUARY 11, 1996
213,428 SHARES
ADVANCED TECHNOLOGY LABORATORIES, INC.
COMMON STOCK
_____________________
This Prospectus pertains to the offer and sale from time
to time by certain persons (collectively, the "Noteholders" or
the "Selling Shareholders") of up to 213,428 shares (the
"Shares") of common stock, $.01 par value (the "Common
Stock"), of Advanced Technology Laboratories, Inc. ("ATL" or
the "Company") issued as a result ot the conversion of certain
convertible subordinated notes issued by Interspec, Inc., now
a wholly owned subsidiary of the Company. See "The Notes
and the Noteholders."
The Shares offered hereby may be sold by the Selling
Shareholders directly or through agents, underwriters or
dealers as designated from time to time or through a
combination of such methods. The Company will receive none of
the proceeds from any sale of Shares by or for the account of
the Selling Shareholder the Shares. The Selling Shareholders
and any broker-dealers that participate with one or more of
the Selling Shareholders in the distribution of the Shares may
be deemed to be underwriters and any commissions received or
profit realized by them in connection with the resale of the
Shares may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933, as amended (the
"Securities Act"). See "The Notes and the Noteholders" and
"Plan of Distribution."
The Company has agreed to bear all expenses relating to
the prepartion and filing of this registration, other than
underwriting discounts and commissions preparation and filing
of this registration. In addition, the Company has agreed
to indemnify the Selling Shareholders against certain
liabilities, including liabilities under the Securities Act.
See "The Notes and the Noteholders" and "Plan of Distribution."
The Common Stock is quoted on the Nasdaq National Market
under the symbol "ATLI". On January 10, 1996, the closing
bid price of the Common Stock as reported by Nasdaq was
$22 3/4.
------------------
See "Summary Information and Risk Factors" beginning on page 3
of this Prospectus for a discussion of certain factors that
should be considered by prospective purchasers of the Shares.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Shares may be offered from time to time in negotiated
transactions or otherwise at market prices prevailing at the
time of each sale, subject to the right of the Selling
Shareholders to reject any order in whole or in part. The
Company has agreed to maintain the effectiveness of the
Registration Statement of which this Prospectus is a part for
a period of six months from the date hereof.
The date of this Prospectus is ___________________ , 1996.
Advanced Technology Laboratories, Inc. 22100 Bothell Everett Highway
P.O. Box 3003, Bothell Washington,, Washington 98041-3003
Telephone (206) 487-7000
Page 1
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange
Commission (the "Commission"), 450 Fifth Street, N.W.,
Washington, D.C. 20549, a Registration Statement on Form S-3,
(the "Registration Statement") under the Securities Act,
and the rules and regulations promulgated thereunder, with
respect to the Shares offered pursuant to this Prospectus.
This Prospectus, which is part of the Registration
Statement, does not contain all of the information set forth
in the Registration Statement and the exhibits thereto.
Certain financial and other information relating to the
Company is contained in the documents indicated below under
"Incorporation of Certain Documents By Reference" which are
not presented herein or delivered herewith. For further
information with respect to the Company and the Shares,
reference is made to the Registration Statement and such
exhibits, copies of which may be examined without charge at,
or obtained upon payment of prescribed fees from, the Public
Reference Section of the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and
will also be available for inspection and copying at the
regional offices of the Commission located at 7 World Trade
Center, Suite 1300, New York, New York 10048 and at Citicorp
Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois
60661-2511.
Statements contained in this Prospectus as to the
contents of any contract or other document which is filed as
an exhibit to the Registration Statement are not necessarily
complete, and each such statement is qualified in its entirety
by reference to the full text of such contract or document.
The Company is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and, in accordance therewith, files reports,
proxy statements and other information with the Commission.
Such reports, proxy statements and other information can be
inspected and copied at the locations described above. Copies
of such materials can be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, DC 20549, at prescribed rates. In addition, the
Common Stock is listed on the Nasdaq National Market.
Material filed by the Company can be inspected at the offices
of the National Association of Securities Dealers, Inc., 1735
K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference
in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994;
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act, since the end of
the fiscal year covered by the Annual Report referred to in
(a) above; and
(c) The description of the Registrant's Common Stock
contained in the Current Report on Form 8-K filed on
January 11, 1996;
(d) The description of the Registrant's Common Stock
contained in the Registration Statement on Form 10
(Registration No. 0-15160) filed with the Commission on
November 12, 1986 under Section 12(g) of the Exchange Act, and
any amendment or report filed for the purpose of updating such
description.
Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus
to the extent that a statement contained herein or in the
Registration Statement containing this Prospectus or in any
other subsequently filed document which also is or is deemed
to be incorporated by reference herein modified or supersedes
such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus. The Company will
provide without charge to each person to whom this Prospectus
is delivered, upon the request of such person, a copy of any
or all of the foregoing documents referred to above which have
been or may be incorporated herein by reference, other than
exhibits to such
Page 2
<PAGE>
documents (unless such exhibits are specifically incorporated
by reference into the information that this Prospectus incorporates).
Requests for such documents should be directed to the Secretary
of the Company at 22100 Bothell Everett Highway, P.O. Box 3003,
Bothell, Washington, 98041-3003.
All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date hereof and prior to the filing of a post-effective
amendment, which indicates that the securities offered hereby
have been sold or which deregisters the securities covered
hereby then remaining unsold, shall also be deemed to be
incorporated by reference into this Registration Statement and
to be a part hereof commencing on the respective dates on
which such documents are filed.
SUMMARY INFORMATION AND RISK FACTORS.
On June 12, 1989 Interspec, Inc. ("Interspec") issued
certain convertible subordinated notes (the "Notes") by private
placement to five Noteholders for the total principal amount
of $10 million. Under the terms of the Notes, the unpaid principal
amount could be converted at the option of the Noteholders or
Interspec, under certain defined conditions, into common stock
of Interspec at a defined conversion price. Repayments of
principal were made by Interspec through May, 1994, at which
time the unpaid principal amount was $6.5 million.
On May 17, 1994 ATL acquired Interspec through a stock
for stock acquisition which was approved by the shareholders
of both companies. The Company registered 2,588,000 shares of
Common Stock in April, 1994 to effect the merger. An election
to convert by either party at the time of the merger would
have resulted in the issuance of 383,480 shares of Common Stock
to the Noteholders based upon the then outstanding principal
amount of the Notes, $6.5 million, and the conversion ratio
applicable to all Interspec shareholders.
On November 30, 1995 the conditions under which the
Company had the right to convert the remaining principal
amounts of the Notes into Common Stock were satisfied, and the
Company gave the four remaining Noteholders notice of its
intent to effect such a conversion on February 1, 1996. The
repayments of principal since the time of the merger had, by
November 30, 1995, reduced the principal amount of the Notes
to $3,375,000, and have thereby reduced the number of shares
required for the conversion. The Shares registered hereby
comprises Common Stock which which has been received by the
Noteholders in lieu of cash payments of principal under the Notes.
Details on all holdings of Common Stock by the Noteholders
which are known to the Company are given in the table below.
See "The Notes and the Noteholders."
A prospective purchaser of the Shares should take into
account the following:
Lack of Diversification. The Company is engaged
primarily in the diagnostic medical ultrasound business.
Consequently, the Company is subject to adverse developments
in the healthcare industry generally, and in particular in the
medical ultrasound business as a result of competition,
technological change, governmental regulation, change in third
party reimbursement policies, third party intellectual
property claims, seasonal fluctuations in medical equipment
purchasing, or other factors to a greater extent than a
company with a more diverse business.
Volatility of Stock Price; Absence of Dividends. The
market price for securities of medical technology companies
has historically been volatile. Among other things, announcements
of technical innovations or new commercial products by ATL or its
competitors, development concerning proprietary rights, including patents
and litigation matters, publicity regarding actual or potential
medical results with products under development by ATL or its
competitors, and regulatory developments in both the United States
and foreign countries, as well as period-to-period fluctuations
in revenues and financial results, can have a significant impact on the
market price of ATL Common Stock. The Company does not pay cash
dividends on shares of Common Stock.
Intense Competition. The markets for diagnostic medical
ultrasound products are intensely competitive. ATL faces
competition from many domestic and foreign companies. Several
of the Company's competitors have far greater financial,
marketing, servicing, technical and research and development
resources than those of ATL. Several of these competitors
have recently intensified their efforts in the market for
Page 3
<PAGE>
diagnostic ultrasound and have introduced new lines of
products which compete with those of ATL. Several of these
competitors have the ability to combine their resources in
ultrasound with those of other medical imaging modalities,
including the servicing of these product lines. There can be
no assurance that actual or potential competitors will not
develop and market products which compete effectively with
those of ATL. Competition could adversely affect the
Company's revenues and profitability.
Recent Losses. For the fiscal year ending December 31, 1994
the Company reported a loss of $20.2 million, including non-recurring
charges of $12.0 million comprising $7.0 million for the acquisition
of Interspec and restructuring expenses associated with corporate
streamlining activities and a provision of $5.0 million for a patent
litigation claim. For the first nine months of 1995 the Company reported
a net loss of $0.2 million, including restructuring and relocation
expenses of $4.7 million associated with the consolidation of the
Company's Interspec operations in Ambler, Pennsylvania. The Company
has reported that it expects to incur relocation and restructuring
expenses in 1995 of approximately $6.0 million associated with this
consolidation. There can be no assurance that losses will not be
sustained in the future or that profitability will be achieved by
the Company on a short or long term basis.
Rapid Technological Change. The diagnostic medical ultrasound
business is characterized by rapidly evolving technology and
continuing competitive pressure to develop and market new products
and product features. The complexity of the Company's products could
result in delays in product delivery as improvements and new features
are made to the hardware and software of the products. There can be no
assurance that product changes and modifications in the factory and in
the field will not result in disruption of product sales and shipments,
or additional expense, in any particular period. There can be no
assurance that the Company will be able to develop and market new
competitive products on a cost-effective and timely basis, that such
products will compete favorably with products developed by others, or
that the Company's existing technology will not be superseded by new
technology developed by competitors.
Government Regulation. ATL's manufacturing facilities,
products, and product labeling are subject to extensive and
rigorous governmental regulation by the U.S. Food and Drug
Administration (FDA) and corresponding state and foreign
agencies. In conjunction with the processing of the Company's
PMA application (see "Recent Developments"), the FDA is
currently auditing the Company's products and processes for
compliance with FDA rules and regulations. There can be no
assurance that the Company will be able to timely obtain
necessary regulatory approvals in the future, and delays in
the receipt of or failure to receive such approvals, the loss
of existing approvals, failure to comply with regulatory
requirements, and the cost of bringing products and processes
into compliance with regulatory requirements could have a
material adverse effect on the business, financial condition
and results of operations of the Company.
Uncertain Healthcare Environment. Uncertainty of
healthcare legislation and economic conditions in recent years
have caused healthcare providers who purchase capital medical
equipment including ultrasound equipment to exercise caution
in making capital purchases. This has led to a deferral in
the purchase of ultrasound and other capital equipment. These
conditions and others have led to the consolidation of many
healthcare providers and a consequent reduction in the medical
capital equipment markets in some countries. The continuing
effects of such uncertainty both domestically and in
international markets may continue to adversely affect the
Company's unit volumes, product pricing, and profit margins.
Dependence on Third-Party Reimbursement. ATL's products
are used by healthcare providers for medical services for
which the provider may seek reimbursement of purchase and/or
use costs from various third-party payors such as government
programs and private health insurance plans. Such reimbursement
is subject to the regulations and policies of governmental agencies
and third-party payors. The Company cannot predict what changes
may occur in these regulations and policies, nor the effect of
such changes on the business of the Company.
Uncertainty of Patents and Proprietary Rights. Companies
in technology businesses routinely review the products of
others for possible conflict with their own patent rights.
ATL from time to time receives notices of claims from others
alleging patent infringement. ATL is currently awaiting a
decision on damages payable by the Company in an infringement
action on an expired patent in which the plaintiff is seeking
over $5 million in
Page 4
<PAGE>
damages, and a threefold enhancement of damages. There can be
no assurance that the Company will not be subject to other claims
of patent infringement or that a claim will not require that the
Company pay substantial damages or delete certain features from
its products or both. Such claims could temporarily interrupt the
Company's ability to ship affected products.
Dependence on Suppliers For Critical Components. ATL
depends on some single-source vendors for certain important
component parts for certain products. Such vendors can
occasionally experience problems with their ability to deliver
components needed by the Company, and certain components have
long lead-times for delivery. An abrupt disruption in the
supply of these components could have a material adverse
effect on the Company's production of affected products.
RECENT DEVELOPMENTS.
On December 11, 1995 a U.S. Food and Drug Administration
(FDA) Advisory Committee Panel voted unanimously to recommend
FDA approval, with certain modifications, of the pre-market
approval (PMA) application of ATL which would allow a new
clinical application of ultrasound, in conjunction with
mammography, to provide a high level of confidence in
differentiating benign from malignant or suspicious breast
lesions, and thereby reduce the need for breast biopsy. The
FDA usually follows the recommendation of its Advisory
Committee Panel but is not obliged to do so. A final
determination on approval of the PMA is expected in early
1996.
USE OF PROCEEDS.
The Shares offered are being registered for the accounts
of the Noteholders and, accordingly, the Company will not
receive any proceeds from the sale of the Shares.
THE NOTES AND THE NOTEHOLDERS.
The Notes were issued to the Noteholders on June 12, 1989
by Interspec, Inc., and interest of 11% per annum on the
outstanding principal amount of the Notes has been paid
semiannually since their issue date. The initial principal
amount of the Notes was $10 million. Of this initial amount,
$3.5 million was repaid prior to the merger of Interspec and
the Company in May, 1994, and $2,632,353 has been repaid in
accordance with the terms of the Notes since May, 1994. The
principal amount of the Notes which has been repaid in the
form of the Shares which are the subject of this registration
statement is $3,617,605.
On May 17, 1994 the Company acquired Interspec in a stock
for stock acquisition approved by the shareholders of both
companies. As a consequence thereof, the Company guaranteed
the repayment of the Notes and the Notes were amended to
become convertible into Common Stock at the option of the
Company at a conversion price of $16.95 per share (subject to
certain adjustments which have not occurred) in the event the
market price of the Common Stock exceeded the conversion price
by at least 20% for fifteen consecutive trading days. These
criteria were satisfied on November 30, 1995 and notice of the
Company's election to convert the Notes was given to all
Noteholders on November 30, 1995. The Company intends to
complete the conversion by the issuance to the Noteholders of
all Shares by February 1, 1996.
The Shares are being registered pursuant to the terms of
a Registration Agreement of July 14, 1988 between Interspec
and various Interspec securityholders, as amended June 12,
1989, which provides the Noteholders with certain "demand"
registration rights. The demand registration rights of the
Noteholders terminate on May 17, 1999. Pursuant thereto, the
Company has agreed to keep any registration statement and
prospectus filed in connection therewith effective for a
period of not less than six months. The Registration
Agreement includes a right of the Noteholders to be
indemnified against losses due to a material omission or
untrue statement in a registration statement or prospectus
filed pursuant thereto.
Page 5
<PAGE>
The following table sets forth certain information
regarding the beneficial ownership of shares of Common Stock
by the Noteholders as of December 31, 1995, as adjusted to
reflect the acquisition and sale of the Shares to be
registered hereby. Other than their status as Noteholders, no
Noteholder held any position or office or other material
relationship with the Company or with Interspec during the
past three years. As of December 31, 1995 there were
13,609,731 shares of the Company's Common Stock outstanding.
Common Maximum Common Stock
Stock Number of Owned after
Owned Shares to be Offering(2)
Prior to Sold under this -------------
Name Offering(1) Prospectus Number Percent
- ---- --------- ---------- ------ -------
Laerdal Finans,
A.S. 17,178 17,178 0 *
Norsk Hydro, A.S. 42,946 42,946 0 *
State Farm Mutual
Automobile
Insurance Company 335,935(3) 100,207(2) 235,728 1.7%
SBC Equity
Partners Ltd. 53,097 53,097 0 *
- ---------
*Less than 1%
(1) Includes all Shares issuable upon conversion of the Notes
held by the Selling Shareholders.
(2) Assumes a disposition of all Shares, and retention of all
previously owned Common Stock, at the conclusion of the
offering.
(3) Includes 14,315 Shares to be issued to State Farm in
lieu of a remaining cash principal repayment on December 29, 1994
and 71,577 Shares issued to State Farm in lieu of a cash principal
repayment on February 1, 1996.
PLAN OF DISTRIBUTION.
The sale of Shares by the Selling Shareholders may be
effected from time to time in one or more transactions (which
may involve block transactions), in special offerings,
secondary distributions, in negotiated transactions, or a
combination or such methods of sale, at market prices
prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Such
transactions may be effected on the over-the-counter market.
The Selling Shareholders may effect such transactions by
selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from one or
more of the Selling Shareholders for whom they may act as
agent (which compensation may be in excess or customary
commissions). Without limiting the foregoing, such brokers
may act as dealers by purchasing any and all of the Shares
covered by this Prospectus either as agents for others or as
principals for their own accounts and reselling such
securities pursuant to this Prospectus. The Selling
Shareholders and any broker-dealers or other persons acting on
their behalf that participate with such Selling Shareholders
in the distribution of the Shares may be deemed to be
underwriters, and any commissions received or profit realized
by them on the resale of the Shares may be deemed to be
underwriting discounts and commissions under the Securities
Act. As of the date of this Prospectus the Company is not
aware of any agreement arrangement or understanding between
any broker or dealer and any of the Selling Shareholders.
At the time that any particular offering of Shares is
made, to the extent required by the Securities Act, an
amendment or a prospectus supplement will be distributed,
setting forth the terms of the offering, including the
aggregate number of Shares being offered, the names of any
underwriters, dealers or agents, and discounts, commissions
and other items constituting compensation from the Selling
Shareholders and any discounts, commissions or concessions
allowed or reallowed or paid to dealers.
Page 6
<PAGE>
The Selling Shareholders may from time to time pledge the
Shares owned by them to secure margin or other loans made to
one or more of the Selling Shareholders. Thus the person or
entity receiving the pledge of any of the Shares may sell
them, in a foreclosure sale or otherwise, in the same manner
as described above for a Selling Shareholder.
The Company intends the term of effectiveness of this
registration statement to continue for six months from the
date the registration statement becomes effective.
LEGAL MATTERS
The validity of the issuance of Shares of Common Stock
offered hereby will be passed upon for the Company by Bogle &
Gates P.L.L.C., Seattle, Washington.
EXPERTS
The consolidated financial statements and schedule of the
Company as of December 31, 1994 and 1993, and for each of the
years in the three-year period ended December 31, 1994, have
been incorporated by reference herein and in this registration
statement in reliance upon the reports of KPMG Peat Marwick
LLP, independent certified public accountants, incorporated
herein by reference, and upon the authority of said firm as
experts in accounting and auditing. The reports of KPMG Peat
Marwick LLP covering the December 31, 1994, consolidated
financial statements refer to a change in the method of
accounting for certain investments in debt and equity
securities, effective January 1, 1994.
Page 7
<PAGE>
No dealer, salesperson, or any
other person has been authorized
to give any information or to
make any representations other than
those contained in this Prospectus 213,428 SHARES
in connection contained herein, and, --------------
if given or made, such information
or representations must not be relied COMMON STOCK
upon as having been authorized by the
Company. This Prospectus does not ($.01 par value)
constitute an offer of any securities
other than those which it relates or
an offer to sell, or a Proceeds ADVANCED TECHNOLOGY
solicitation of an offer to buy, LABORATORIES, INC.
those to which it relates in any
jurisdiction where, or to any person
to whom, it is unlawful to make such
an offer. The delivery of this
Prospectus at any time does not imply
that there has been no change in the
information set forth herein or in the
affairs of the Company since the date
hereof.
----------------------- _______________________
TABLE OF CONTENTS
_______________________ PROSPECTUS
Page
---- ____________, 1996
Available Information......... 2
Incorporation of Certain _______________________
Documents by Reference........ 2
Summary Information and Risk
Factors....................... 3
Recent Developments........... 5
Use of Proceeds............... 5
The Notes and the Noteholders. 5
Plan of Distribution.......... 6
Legal Matters................. 7
Experts....................... 7
Page 8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution
The following table itemizes expenses incurred by the
Company in connection with the shares of Common Stock being
registered. All of the amounts shown are estimates except the
Securities and Exchange Commission registration fee.
___________________________________________________
Item Amount
- ---------------------------------------------------
Securities and Exchange Commission $
Registration Fee........................ 1,693
Accounting Fees and Expenses............ 4,000
Legal Fees and Expenses................. 8,500
Miscellaneous........................... 500
------
Total................................... $14,693
- ---------------------------------------------------
ITEM 15. Indemnification Of Directors And Officers
The Company's Articles of Incorporation provide that the
Company may indemnify and hold harmless to the fullest extent
permitted by the Washington Business Corporation Act (the
"WBCA") or other applicable law each person who was or is made
a party to or is threatened to be made a party to or is
involved (including, without limitation, as a witness) in any
actual or threatened action, suit or other proceeding, whether
civil, criminal, derivative, administrative or investigative,
by reason of the fact that he or she is or was a director,
officer, employee or agent of the Company or, being or having
been such a director, officer, employee or agent, he or she is
or was serving at the request of the Company as a director,
officer, employee, agent, trustee, or in any other capacity of
another Company or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged
action or omission in an official capacity or in any other
capacity while serving as a director, officer, employee,
agent, trustee or in any other capacity, against all expense,
liability and loss (including, without limitation, attorneys'
fees, judgments, fines, Employee Retirement Income Security
Act of 1974 excise taxes or penalties and amounts to be paid
in settlement) actually or reasonably incurred or suffered by
such person in connection therewith. The WBCA includes a
provision (Section 23B.08.320 of the Revised Code of
Washington) that permits a corporation to limit a director's
liability to the corporation or its shareholders for monetary
damages for his or her acts or omissions as a director, except
in certain circumstances involving intentional misconduct,
self dealing, knowing violation of the law, or illegal
corporate loans or distributions, or any transaction from which
the director personally benefits. Such indemnification may
continue as to a person who has ceased to be a director, officer,
employee or agent of the Company and shall inure to the benefit
of his or her heirs and personal representatives.
The Company may pay the expenses of a director, officer,
employee or agent of the Company incurred in defending any
such proceeding in advance of the final disposition of any
such proceeding; provided, however, that the payment of such
expenses in advance of the final disposition of a proceeding
shall be made to or on behalf of a director, officer, employee
or agent only upon delivery to the Company of an undertaking,
by or on behalf of such director, officer, employee or agent,
to repay all amounts so advanced if it shall ultimately be
determined that such director, officer, employee or agent is
not entitled to be indemnified under the Company's Articles of
Incorporation or otherwise, which undertaking may be unsecured
and may be accepted without reference to financial ability to
make repayment.
Page II-1
<PAGE>
No indemnification shall be provided under the Company's
Articles of Incorporation to any such person if the Company is
prohibited by the provisions of the WBCA or other applicable
law as then in effect from paying such indemnification. The
WBCA (Sections 23B.08.500 through 23B.08.600 of the Revised
Code of Washington) authorizes a court to award, or a
corporation's board of directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit
such indemnification under certain circumstances for
liabilities arising under the WBCA.
The Company also maintains an insurance policy insuring
its directors and officers against liability for certain acts
or omissions while acting in their official capacities.
Item 16. Exhibits
Exhibit
Number Description
- -------- ---------------------------------------------
3.1(a) Articles of Incorporation of Advanced
Technology Laboratories, Inc. (Incorporated
by reference to Exhibit 3.1(a) of the
Registrants Current Report on Form 8-K,
dated January 10, 1996.)
3.1(b) Certificate of Designation of Series A
Participating Cumulative Preferred Stock of
Advanced Technology Laboratories, Inc.
(Incorporated by reference to Exhibit
3.1(b) of the Registrants Current Report on
Form 8-K, as filed on January 11, 1996.)
3.2 Bylaws of Advanced Technology Laboratories,
Inc. (Incorporated by reference to Exhibit
3.2 of the Registrants Current Report on
Form 8-K, as filed on January 11, 1996.)
4.1 Note Purchase Agreement dated as of May 31,
1989 between Interspec and Noteholders
(Incorporated by reference to Exhibit 4.1
of the Interspec, Inc. Annual Report on
Form 10-K, as filed on February 25, 1994).
4.2 Form of Amendment to Note Purchase
Agreement and Notes between Interspec,
Noteholders and ATL (Incorporated by
reference from the Registrant's Annual Report
on Form 10-K , filed as Exhibit 4.4, as
filed on March 31, 1995).
4.3 Form of Convertible Subordinated Notes
between Interspec, Noteholders and ATL
(Incorporated by reference from the Registrant's
Annual Report on Form 10-K, filed as Exhibit 4.4,
as filed on March 31, 1995).
4.4 Form of Guarantee among Interspec, Noteholders
and ATL (Incorporated by reference from the
Registrant's Annual Report on Form 10-K, filed
as Exhibit 4.4, as filed on March 31, 1995).
4.5 The Registration Agreement dated July 14, 1988
among Interspec and certain securityholders, and
the Amendment to the Registration Agreement dated
as of June 12, 1989 (Incorporated by reference from
the Interspec, Inc. Annual Report on Form 10-K,
filed as Exhibit 10.9, as filed on February 25, 1994).
5.1 Opinion of Bogle & Gates P.L.L.C. regarding
legality of the Common Stock being registered
Page II-2
<PAGE>
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Bogle & Gates P.L.L.C.(included
in opinion filed as Exhibit 5.1).
24.1 Power of Attorney (see signature page).
ITEM 17. Undertakings
A. Rule 415 Offering.
------------------
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, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation for the low or high
and of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
registration statement or any material change to such information
in this registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above 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 Company pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
B. Filings Incorporating Subsequent Exchange Act Documents by Reference.
--------------------------------------------------------------------
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefits plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this 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.
Page II-3
<PAGE>
H. Indemnification for Liabilities.
--------------------------------
Insofar as indemnification for liabilities arising under
the Securities Act 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 Securities 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
Securities Act and will be governed by the final adjudication of such issue.
Page II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Bothell, State of
Washington, on January 11, 1996.
ADVANCED TECHNOLOGY LABORATORIES, INC.
By: /s/ W. Brinton Yorks, Jr.
-----------------------------
W. Brinton Yorks, Jr., Secretary
POWER OF ATTORNEY
Each person whose individual signature appears below hereby
authorizes Harvey N. Gillis, and W. Brinton Yorks, Jr., and each of them
as attorneys-in-fact, with full power of substitution, to execute in the
name and on behalf of such person, individually and in each capacity stated
below, and to file, any and all amendments to this registration statement,
including any and all post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities indicated on January 11, 1996.
Signature Title
/s/ Dennis C. Fill Chairman of the Board, Chief
------------------- Executive Officer and President
Dennis C. Fill (Principal Executive Officer)
/s/ Harvey N. Gillis Senior Vice President, Chief
-------------------- Financial Officer (Principal
Harvey N. Gillis Financial Officer)
/s/ Kirby L. Cramer Director
--------------------
Kirby L. Cramer
/s/ Harvey Feigenbaum Director
---------------------
Harvey Feigenbaum, M.D.
/s/ Eugene A. Larson Director
---------------------
Eugene A. Larson
/s/ Phillip M. Nudelman Director
-----------------------
Phillip M. Nudelman, Ph.D.
/s/ John R. Miller Director
-----------------------
John R. Miller
/s/ Harry Woolf Director
-----------------------
Harry Woolf, Ph.D.
/s/ Richard S. Totorica Corporate Controller (Principal
----------------------- Accounting Officer)
Richard S. Totorica
Page II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- -------- ----------------------------------------------
5.1 Opinion of Bogle & Gates P.L.L.C. regarding
legality of the Common Stock being registered
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Bogle & Gates P.L.L.C.(included
in opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
Letterhead of Bogle & Gates Exhibit 5.1
-----------
January 11, 1996
Advanced Technology Laboratories, Inc.
22100 Bothell Everett Highway
Bothell, WA 98041-3003
Gentlemen and Ladies:
We are delivering this opinion in connection with the
Registration Statement on Form S-3 (the "Registration Statement")
of Advanced Technology Laboratories,Inc., a Washington
corporation (the "Company"), to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act") with respect to an aggregate of 213,428
shares, $0.01 par value per share, of common stock of the Company
(the "Shares"), issuable upon conversion of the convertible
subordinated notes described in the Registration Statement (the
"Notes"), to be resold by certain selling shareholders named
therein (the "Selling Shareholders").
We have examined and are familiar with originals or
copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records and other instruments relating
to the incorporation of the Company and the authorization and
issuance of the Shares, and have made such investigations of law,
as we have deemed necessary and advisable.
Based upon the foregoing and having due regard for such
legal questions as we have deemed relevant, we are of the opinion
that:
The shares, when issued in accordance with the terms of
the Notes, constituted or will constitute validly
issued, fully paid and nonassessable shares of common
stock of the Company.
Page 1
<PAGE>
Advanced Technology Laboratories, Inc.
January 11, 1996
Page 2
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement referred to above, and to
the reference to our firm in the Prospectus constituting a part
of the Registration Statement.
Very truly yours,
/s/Bogle & Gates P.L.L.C.
KPMG Peat Marwick Letterhead EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
- -----------------------------------------------------------------------
The Board of Directors
Advanced Technology Laboratories, Inc.:
We consent to the use of our reports incorporated by reference herein,
relating to the consolidated balance sheets of Advanced Technology
Laboratories, Inc. and subsidiaries as of December 31, 1994 and
1993, and the related consolidated statements of operations, shareholders'
equity, and cash flows for each of the years in the three-year period
ended December 31, 1994, and the related financial statement schedule,
which reports appear or are incorporated by reference in the December 31,
1994 annual report on Form 10-K of Advanced Technology Laboratories, Inc.
and to the references to our firm under the headings "Experts" in the
prospectus.
Our reports refer to a change in the method of accounting for certain
investments in debt and equity securities effective January 1, 1994.
/s/KPMG PEAT MARWICK LLP
Seattle, Washington
January 9, 1996
