Registration Statement No. 33-92166
Rule 424 (b)(2) Prospectus
Prospectus
MARK SOLUTIONS, INC.
4,588,170 Shares of Common Stock
This prospectus is being delivered to holders of the warrants to purchase
shares of common stock, $.01 par value (the "Common Stock") of Mark Solutions,
Inc. ("Mark") described below. Mark is offering up to 375,600 shares to holders
of the Class A Warrants pursuant to the exercise of such warrants.
In addition, of the shares of Common Stock being offered by this
prospectus, 4,212,570 shares may be sold by selling shareholders including
2,993,280 shares which may be acquired by the selling shareholders pursuant to
the exercise of outstanding warrants. See "Selling Shareholders" and "Certain
Outstanding Warrants". The Selling Shareholders may sell such shares in the
open market or in privately negotiated transactions. While Mark will receive
proceeds from the exercise of the Warrants, Mark will receive no proceeds from
the resale of Common Stock by the Selling Shareholders.
All of the foregoing shares have been registered under prior registration
statements.
Mark currently has 4,300,880 shares of Common Stock underlying outstanding
warrants, of which 3,308,880 are registered pursuant to registration statements
of which this prospectus forms a part. Mark registered these shares pursuant to
agreements and understandings with the holders of the Warrants. The
registration of the Common Stock underlying the Warrants will facilitate the
exercise of the Warrants. To the extent the Warrants are exercised, Mark will
receive proceeds for working capital purposes.
Class A Warrants. The 375,600 outstanding redeemable common stock purchase
warrants expiring on December 31, 1996 (the "Class A Warrants"). Each Class A
Warrant represents the rights to purchase one share of Common Stock at a price
of $3.25 per share.
Finance Warrants. The 1,446,158 outstanding common stock purchase warrants (the
"Finance Warrants") which were issued in connection with debt and equity
financings of Mark. The Finance Warrants expire on various dates beginning
January 15, 1997 and ending May 16, 1998 and each represents the right to
purchase one share of Common Stock at a price ranging from $ 2.50 to $ 15.00.
Consultant Warrants. The 685,000 outstanding common stock purchase warrants
(the "Consultant Warrants") which were issued to consultants. The Consultant
Warrants expire on various dates beginning August 8, 1996 and ending May 8,
1997 and each represents the right to purchase one share of Common Stock at a
price ranging from $ 2.00 to $ 10.00.
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<PAGE>
Private Placement Warrants. The 198,572 outstanding common stock purchase
warrants (the "Private Placement Warrants") which were issued in connection
with Mark's unit offering in January and February 1995. The Private Placement
Warrants expire on February 14, 1997 and each represents the right to purchase
one share of Common Stock at a price of $ 2.00.
Employee/Director Warrants. The 154,383 outstanding common stock purchase
warrants (the "Employee/Director Warrants") which were issued to employees and
outside directors of Mark. The Employee/ Director Warrants expire on various
dates beginning April 25, 1997 and ending September 21, 1997 and each
represents the right to purchase one share of Common Stock at a price ranging
from $ 3.25 to $ 4.50.
Miscellaneous Warrants. The 449,167 outstanding common stock purchase warrants
(the "Miscellaneous Warrants") issued in other business transactions. The
Miscellaneous Warrants expire on various dates beginning November 3, 1996 and
ending August 17, 1998 and each represents the right to purchase one share of
Common Stock at a price ranging from $ 2.625 to $10.50 per share.
The Class A Warrants, Note Warrants, Finance Warrants, Consultant
Warrants, Private Placement Warrants, Employee/Director Warrants and
Miscellaneous Warrants are collectively referred to as the "Warrants".
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND
SUBSTANTIAL DILUTION. See "Risk Factors" and "Dilution".
The Common Stock is traded on NASDAQ Small Cap Market under the symbol
"MCSI". The Class A Warrants are traded in the over-the-counter market and are
quoted in the National Daily Quotation Sheets. On July 31, 1996, the closing
price of the Common Stock and Class A Warrants was $ 5-1/2 per share. There has
been no reported trade in the Class A Warrants since February 13, 1996.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY 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 date of this Prospectus is July 31, 1996.
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No person is authorized to give any information or to make any
representations other than those contained in this Prospectus, and, if given or
made, such information or representations should not be relied upon as having
been authorized. This Prospectus does not constitute an offer to sell, or
solicitation of an offer to purchase, the securities offered by this
Prospectus, in any jurisdiction to or from any person to whom or from whom it
is unlawful to make such offer or solicitation of an offer in such
jurisdiction. Neither the delivery of this Prospectus nor any distribution of
the securities being offered pursuant to this Prospectus shall, under any
circumstances, create an implication that there has been no change in the
information set forth herein since the date of this Prospectus.
AVAILABLE INFORMATION
Mark has filed with the Commission a Registration Statement on Form S-3
(together with all amendments and exhibits thereto the "Registration
Statement") under the Securities Act with respect to the Common Stock offered
hereby. As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information contained in the Registration Statement.
For such information, reference is made to the Registration Statement and the
exhibits thereto. Mark is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith Mark files reports and other information with the
Commission.
The Registration Statement, reports and other information filed by Mark
with the Commission can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices at 7 World
Trade Center, Suite 1300, New York, New York 10048, 1401 Brickell Avenue, Suite
200, Miami, Florida 33131, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, 1801 California Street, Suite 4800, Denver Colorado 80202 and
5670 Wilshire Boulevard, 11th Floor, Los Angeles, California 90036. Copies of
such material also can be obtained from the Public Reference Section of the
Commission, Washington, D.C. 20549 at prescribed rates.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by Mark with the Commission
pursuant to the Exchange Act are incorporated and made a part of this
Prospectus by reference:
(1) Mark's Annual Report on Form 10-K for the year ended June 30,
1995;
(2) Mark's Quarterly Reports on Form 10-Q for the quarters ended September 30,
1995, December 31, 1995 and March 31, 1996;
(3) Mark's Current Report on Form 8-K dated October 13, 1995;
(4) Mark's Current Report on Form 8-K dated May 28, 1996; and
(5) The description of the Common Stock contained in the Registration Statement
on Form 8-A.
All documents filed by Mark pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering contemplated by his Prospectus shall be deemed to
be incorporated by reference into this Prospectus and to be a part hereof from
the date of filing such documents. Any statements contained herein or 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 any subsequently filed documents
which also is or is deemed to be incorporated by reference herein modified or
supersedes such earlier statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
Mark undertakes to provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus has been delivered, on
written or oral request of any such person, a copy of any or all of the
documents referred to above which have been or may be incorporated by reference
in the Prospectus, other than exhibits to such documents (unless such documents
are specifically incorporated by reference in such documents). Requests for
such copies should be directed to Ms. Cheryl Gomes, Mark Solutions, Inc., 1515
Broad Street, Bloomfield, New Jersey 07003, Telephone Number (201) 893-0500.
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TABLE OF CONTENTS
Page
----
Available Information . . . . . . . . . . . . . . . . . . 3
Incorporation of Certain Documents by Reference . . . . . 4
Summary . . . . . . . . . . . . . . . . . . . . . . . . . 6
The Company . . . . . . . . . . . . . . . . . . . . . 6
Risk Factors. . . . . . . . . . . . . . . . . . . . . 6
Certain Information about Outstanding
Equity Securities of Mark. . . . . . . . . . . . . . 7
Summary Selected Financial Data . . . . . . . . . . . 8
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . 9
Dilution. . . . . . . . . . . . . . . . . . . . . . . . . 12
Dividend Policy . . . . . . . . . . . . . . . . . . . . . 12
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . 13
Capitalization. . . . . . . . . . . . . . . . . . . . . . 13
Price Range of Common Stock and Class A Warrants. . . . . 14
Selected Financial Data . . . . . . . . . . . . . . . . . 15
Business . . . . . . . . . . . . . . . . . . . . . . . . 16
Management . . . . . . . . . . . . . . . . . . . . . . . 23
Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . . . . . 25
Selling Shareholders . . . . . . . . . . . . . . . . . . 27
Certain Outstanding Warrants . . . . . . . . . . . . . . 27
Plan of Distribution . . . . . . . . . . . . . . . . . . 30
Description of Securities . . . . . . . . . . . . . . . . 31
Legal Matters . . . . . . . . . . . . . . . . . . . . . . 32
Experts . . . . . . . . . . . . . . . . . . . . . . . . . 32
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SUMMARY
The following is a summary of certain information contained in this
Prospectus. This summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Prospectus and
the exhibits hereto. Certain capitalized items used and not otherwise defined
in this summary have the meanings ascribed to them elsewhere in this
Prospectus.
THE COMPANY
Mark Solutions, Inc. ("Mark") is a Delaware corporation
which operates its various businesses through wholly-owned
subsidiaries and a division.
Mark is engaged in the design, manufacture, assembly and/or distribution
of (i) modular steel cells for housing of the general prison population as well
as for use as infectious disease isolation units for correctional institutions
and health care facilities, (ii) a treatment booth for communicable diseases
and (iii) diagnostic support and archiving computer systems marketed under the
name "IntraScan".
Mark has succeeded to the businesses of Mark Correctional Systems, Inc.
under a reorganization (the "Reorganization") consummated on November 10, 1993
pursuant to an Agreement and Plan of Reorganization dated December 23, 1992, as
amended.
Mark was incorporated under the laws of the State of Delaware on September
29, 1986 under the name "Showcase Cosmetics, Inc." Mark's principal executive
office is located at Parkway Technical Center, 1515 Broad Street, Bloomfield,
New Jersey 07003 and its telephone number is (201) 893-0500.
RISK FACTORS
The securities of Mark involve a high degree of risk. Mark has experienced
operating losses and related working capital deficiencies over the past several
years. In addition, the success of Mark will be primarily dependent on the sale
of its modular steel products which have been subject to sporadic sales. See
"Risk Factors".
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<PAGE>
CERTAIN INFORMATION ABOUT OUTSTANDING EQUITY SECURITIES OF MARK
Common Stock ............................ 13,372,463 shares
Class A Warrants ........................ 375,600 warrants
Finance Warrants(1) ..................... 1,446,158 warrants
Consultant Warrants(2) .................. 685,000 warrants
Private Placement Warrants .............. 198,572 warrants
Employee/Director Warrants(3) ........... 154,383 warrants
Miscellaneous Warrants(4) ............... 449,167 warrants
Other Warrants/Options(5) ............... 992,000 warrants
- -----------
(1) Of such warrants 1,150,000 are exercisable at $ 4.25 per share; 200,000 are
exercisable at $ 2.50 per share; 70,000 are exercisable at $ 3.75 per share
and 26,158 are exercisable at $ 15.00 per share.
(2) Of such warrants 410,000 are exercisable at $ 5.00 per share; 200,000 are
exercisable at $ 2.00 per share; 50,000 are exercisable at $ 3.00 per share
and 25,000 are exercisable at $ 7.50 per share.
(3) Of such warrants 151,050 are exercisable at $ 3.25 per share and 3,333 are
exercisable at $ 4.50 per share.
(4) Of such warrants 250,000 are exercisable at $ 4.25 per share; 150,000 are
exercisable at $ 2.625 per share; 42,500 are exercisable at $ 3.25 per
share and 6,667 are exercisable at $ 10.50 per share.
(5) Of such warrants 305,000 are exercisable at $ 5.375 per share; 222,500 are
exercisable at $ 4.00 per share; 144,500 are exercisable at $ 3.25 per
share; 125,000 are exercisable at $ 6.00 per share; 100,000 are exercisable
at $ 5.625 per share; 75,000 are exercisable at $ 5.50 per share; 10,000
are exercisable at $ 6.375 per share and 10,000 are exercisable at $ 4.25
per share.
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<PAGE>
SUMMARY SELECTED FINANCIAL DATA
The following summary selected financial is based upon financial
statements incorporated herein and such summary information should be read in
conjunction with such financial statements and notes thereto.
Income Statement Data:
<TABLE>
<CAPTION>
Nine Months Ended
March 31 Fiscal Years Ended June 30
1996 1995 1995 1994 1993
--------------------------- -------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenues $ 3,206,371 $ 2,749,847 $ 6,125,573 $ 3,183,073 $ 5,309,660
Costs and
Expenses 6,464,898 5,228,489 10,952,303 7,033,374 6,634,648
(Loss) From Continuing
Operations (3,306,705) (2,472,656) (4,826,730) (3,915,050) (1,324,988)
(Loss) From Discontinued
Operations (104,503) (111,841) (277,438) (193,620) --
Net Income (Loss) (3,411,208) (2,584,497) (5,190,073) (4,138,130) (1,587,197)
Earnings (Loss) per Share ($.27) ($.25) ($.48) ($.47) ($.18)
Weighted Average
Shares Outstanding 12,500,250 10,418,715 10,726,204 8,802,543 8,710,975
</TABLE>
Balance Sheet Data:
At March 31 At June 30
1996 1995
---------- ----------
Working Capital (Deficit) $ 796,931 $ (48,112)
Total Assets 3,145,428 3,978,383
Total Liabilities 1,134,190 2,189,322
Stockholders' Equity 2,011,238 1,789,061
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RISK FACTORS
Prospective investors in the Common Stock should give careful
consideration to the following risks in making a decision concerning the
securities offered hereby.
1. Poor Financial Condition; Going Concern Opinion. Mark has experienced
significant operating losses and working capital and liquidity deficiencies
over the past several years. Mark had net losses of $ 5,190,073 and $ 3,411,208
for the fiscal year ended June 30, 1995 and the nine months ended March 31,
1996. In addition, Mark had an accumulated deficit of $ 20,512,806 at March 31,
1996. Mark has and will continue to experience such financial difficulties in
the foreseeable future absent significant increases in the sale of modular
cells, its principal product. Accordingly, based on past operating results
there can be no assurance that Mark will be able to operate profitably. The
report of the independent certified public accountants for the fiscal year
ended June 30, 1995 includes an explanatory paragraph regarding substantial
doubt about Mark's ability to continue as a going concern due to the recurring
losses from operations. Mark's poor financial condition could adversely effect
its ability to raise additional working capital pursuant to private sales of
its securities.
2. Limited Market; Contracts for Modular Cells. Mark has derived
substantially all of its revenue from the sale of its modular cells and disease
containment units to correctional institutions and management believes that the
sale of these products will continue to represent virtually all of Mark's
operating revenues through December 31, 1996. The correctional institution
market presents substantial sales obstacles. Unless the project is very small,
correctional institutions, like other government agencies, must submit proposed
projects to public bidding by prospective suppliers. The purchasing agency is
obligated to select from among the bidders based on objective criteria. On the
other hand, private purchasers generally do not require bidding and a vendor
such as Mark would have the opportunity to convince the purchaser to deal with
Mark to the exclusion of competitors.
Mark continually bids on and solicits joint venture opportunities
regarding construction projects utilizing its modular steel cell products. Mark
currently has contracts for it modular cells aggregating $ 1,984,505 in
revenue.
3. Working Capital Requirements. The ultimate success of Mark may depend
upon its ability to raise additional equity or obtain debt financing until it
can improve its operating results. To date Mark has primarily met its working
capital requirements by the private issuance of its securities. Absent
significant
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proceeds from the exercise of Warrants and improvement in the operations of
Mark, management believes that its present available working capital will be
utilized by September 30, 1996. Mark has been unable to secure commercial and
bank financing. In the event Mark must seek other sources of working capital,
it will most likely have to rely on additional private sales of its equity or
debt securities. While Mark has been successful in raising working capital
through private sources in the past, no assurance can be given that such
sources will be available, or, if available, on terms satisfactory to Mark. In
the event Warrants are not exercised, Mark will look to the private placement
of its securities both domestically and through Regulation S offerings to
foreign investors, which in the past have been at discounts to the market price
of the Common Stock and would result in dilution of the ownership of existing
securityholders. Mark will initially look to the exercise of the Warrants for
working capital. Therefore no significant efforts have been made to raise
additional capital pursuant to the private sale of securities; however if
sufficient Warrants are not exercised, Mark will attempt to effect such
placements in August 1996. If adequate working capital financing is not
secured, Mark will reduce overhead and personnel expenses and review its
options regarding the sale or suspension of some of its product lines.
4. Competition. The construction industry in general and the government
construction industry in particular are highly competitive. Due to the use of
concrete and other traditional construction methods in the substantial majority
(approximately 95%) of correctional facility construction, Mark competes for
market share with a number of major construction companies. Such competition is
not with respect to any particular project, but in efforts to convince the
purchasing agency to utilize steel cell construction rather than traditional
methods. With respect to those projects which incorporate modular steel cell
specifications in its design criteria, other companies are beginning to enter
the field. Some of these companies have greater financial resources than Mark.
In addition, a number of manufacturers which have greater financial and
marketing resources than Mark, and which currently produce sheet metal
products, could ultimately enter the modular cell business in competition with
Mark. Accordingly, there can be no assurance that Mark will be able to
successfully compete in the market for modular steel cells, which are Mark's
most significant product.
5. Dependence on Key Person. Mark is dependent upon the continued services
of Carl C. Coppola, its Chairman of the Board, President and Chief Executive
Officer. The loss of Mr. Coppola could have a material adverse effect on Mark.
Mark is the beneficiary of a term life insurance policy of $1,000,000 on the
life of Mr. Coppola.
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6. Bonding Qualifications. In connection with some government construction
projects, Mark is required to provide performance and completion bonds as a
condition to submission or participation in a bid. Due to Mark's financial
condition, it has experienced difficulty in obtaining such bonds and obtained
the required bonds for its only modular cell project through the assistance and
guarantee of another business entity owned by an outside director. To date Mark
has not limited its bidding activity nor lost any projects due to its limited
bonding capacity. However, as Mark is awarded multiple projects, the inability
to obtain bonds may limit the number of additional projects Mark can pursue and
have a material adverse effect on the operations of Mark.
7. Subcontractor Credit Risk. Mark's manufacturing operations are limited
to the steel modular cell for use as one component of correctional institution
projects. Therefore, Mark may not be the prime contractor on a project, but a
subcontractor. Under these circumstances, Mark usually will not have the direct
financial obligation of the government agency or other purchaser, but will be
primarily relying on the prime contractor regarding payment for its products.
This presents a greater credit risk to Mark.
8. Related Party Transactions. Mark has been a party to business
transactions with certain officers, Directors or their affiliates. Mark intends
to purchase goods and services in the ordinary course of business from related
parties and may determine based upon circumstances at that time to engage in
additional transactions with officers, Directors, principal shareholders or
affiliates. While Mark believes these transactions have been on terms no less
favorable than could be obtained from unaffiliated parties, such situations
present potential conflicts of interest.
9. No Dividends. Mark has never paid a cash dividend on its Common Stock.
Mark does not intend to pay in the foreseeable future, cash dividends on the
Common Stock but intends to retain its earnings to finance growth.
10. Dilution on Exercise of Warrants. Assuming full exercise of the
Warrants to which this Prospectus relates certain of the holders of the
Warrants will incur an immediate dilution in tangible book value of between $
1.17 (59%) and $ 14.17 (94%) of the exercise price. See "Dilution".
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DILUTION
Dilution is a reduction in the value of the warrantholder's investment
measured by the difference between the exercise price and the book value of a
share of Common Stock. Book value is equal to stockholders' equity applicable
to Common Stock as shown on Mark's balance sheet divided by the number of
shares outstanding.
At March 31, 1996, Mark had a tangible book value of $ .08 per share. A
person exercising a Warrant will incur dilution to the extent that the exercise
price exceeds the tangible book value (offset by any increase in book value due
to the exercise of Warrants). Assuming full exercise of the Warrants to which
this Prospectus relates, at March 31, 1996 Mark would have a tangible book
value of $ .83 per share. The following table sets forth the range of immediate
dilution in tangible book value which would be incurred by the holders of the
Warrants.
Percentage of
Warrant Per Share Dilution Dilution from
Exercise Price per Share Exercise Price
- ----------------- --------- --------------
$ 2.00 $ 1.17 59%
3.00 2.17 72
4.00 3.17 79
7.50 6.67 89
10.00 9.17 92
15.00 14.17 94
DIVIDEND POLICY
Mark anticipates that for the foreseeable future it will not pay any cash
dividends on its Common Stock and will continue to retain earnings, if any, for
use in its business. Future dividend policy, however, will be determined by the
Board of Directors based upon conditions then existing, including Mark's
earnings and financial condition, capital requirements and other relevant
factors.
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USE OF PROCEEDS
The net proceeds, if any, to be received by Mark from the exercise of the
Warrants, after paying fees and expenses estimated to be approximately $ 40,000
will be used to the extent available for general corporate purposes, including
working capital. The primary use of these proceeds will be to fund the selling,
general and administrative expenses as well as to finance new projects if and
when awarded. Pending utilization, Mark may invest the proceeds received in
certificates of deposit or other short-term interest bearing securities.
CAPITALIZATION
The following table sets forth the capitalization of Mark on March 31,
1996.
March 31
1996
----------
Short-term obligations ................ $ -0-
Current maturities of
long-term obligations ............... 10,868
----------
Current portion of obligations
under capital lease .................. 5,584
----------
Total short-term obligations ........ $ 16,452
----------
Long-term obligations, excluding
current maturities .................. $ 22,882
Long-term portion of obligations
under capital lease .................. $ 31,920
----------
Total long-term obligations ......... $ 54,802
----------
Stockholders' equity:
Common Stock: $.01 par value;
25,000,000 shares authorized;
13,085,465 shares outstanding(1)...... 130,853
Additional paid-in capital........... 22,393,191
Retained earnings (deficit).......... (20,512,806)
------------
Total stockholders' equity......... 2,011,238
----------
Total short-term obligations, long-term
obligations and stockholders'
equity............................... $2,082,492
==========
- ----------
(1) Does not include 4,300,880 shares reserved for issuance upon exercise of
outstanding warrants and options including the Warrants.
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PRICE RANGE OF COMMON STOCK AND CLASS A WARRANTS
The following table sets forth for the calendar quarters indicated the
high and low bid prices of Mark's Common Stock and Class A Warrants. The Common
Stock trades on the NASDAQ system, Small Cap market. The Class A Warrants trade
in the over-the-counter market bulletin board and pink sheets.
Common Stock Class A Warrants
High Low High Low
------ ----- ------ -----
1994
1st Quarter 9 3-3/4 3/8 3/8
2nd Quarter 6 3 3/8 3/8
3rd Quarter 4-3/8 3-1/4 3/8 3/8
4th Quarter 3-7/8 2-1/2 3/8 3/8
1995
1st Quarter 4-1/8 2 3/8 3/8
2nd Quarter 5-1/2 3-1/4 3/8 3/8
3rd Quarter 8-7/8 5-3/8 3-5/8 1-7/8
4th Quarter 8 5-1/4 4 2-1/2
1996
1st Quarter 8-1/4 5-1/2 3-1/2 3-1/4
2nd Quarter 8-3/8 5-1/4 3-5/8 3-1/8
3rd Quarter (thru July 31) 6-5/8 5-1/8 2-7/8 1-1/8
On July 31, 1996 the closing bid and asked prices for the Common Stock
were $ 5-3/8 and $ 5-1/2 per share, respectively and the closing bid and asked
prices for the Class A Warrants was $ 2 per warrant.
Over-the-counter quotations reflect inter-dealer prices without retail
mark-up, mark-down or commission and do not necessarily represent actual
transactions.
As of July 31, 1996, there were 166 holders of record of the Common Stock
and one holder of record of the Class A Warrants. There are 14 market makers in
the Common Stock.
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SELECTED FINANCIAL DATA
The following Selected Financial Data is based upon financial statements
incorporated herein and such information should be read in conjunction with
such financial statements and notes thereto.
Income Statement Data:
<TABLE>
<CAPTION>
Nine Months Ended
March 31 Fiscal Years Ended June 30
------------ --------------------------
1996 1995 1995 1994 1993 1992 1991
-------------------------- -----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues $3,206,371 $2,749,847 $6,125,573 $3,183,073 $5,309,660 $3,894,602 $492,348
----------- ----------- ----------- ----------- ----------- ----------- -----------
Costs and Expenses:
Cost of Sales 3,656,949 2,462,786 5,975,973 2,370,971 3,742,371 3,010,765 551,815
Selling, general &
administrative 2,807,949 2,761,765 3,872,392 3,592,081 2,334,159 1,271,725 858,909
Research & development -- 3,938 3,938 270,322 558,118 -- 386,600
Reduction of carrying
value of assets -- -- 1,100,000 800,000 -- -- --
Total Costs &
Expenses 6,464,898 5,228,489 10,952,303 7,033,374 6,634,648 4,282,490 1,797,324
----------- ----------- ----------- ----------- ----------- ----------- -----------
Operating Income
(Loss) (3,258,527) (2,478,642) (4,826,730) (3,850,301) (1,324,988) (387,888) (1,304,976)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net Other Income (Expense) (48,178) 5,986 (85,905) (64,749) (262,209) (135,691) (181,018)
(Loss) From Continuing
Operations (3,306,705) (2,472,656) (4,912,635) (3,915,050) (1,587,197) (523,579) (1,485,994)
(Loss) From Discontinued
Operations (104,503) (111,841) (277,438) (193,620) -- -- --
Income Tax -- -- -- 29,460 -- -- --
Net Income (Loss) ($3,411,208) ($2,584,497) ($5,190,073) ($4,138,130) ($1,587,197) ($523,579) ($1,485,994)
=========== =========== =========== =========== =========== =========== ===========
Earnings (Loss) per Share: ($.27) ($.25) ($.48) ($.47) ($.18) ($.06) ($.17)
Weighted Average
Shares Outstanding 12,500,250 10,418,715 10,726,204 8,802,543 8,710,975 8,710,975 8,710,975
</TABLE>
Balance Sheet Data:
<TABLE>
<CAPTION>
At March 31, At June 30,
1996 1995 1994 1993 1992 1991
---------- ------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Working Capital (Deficit) $ 796,931 $ (48,112) $ 216,635 $ 379,484 $ 629,424 ($2,768,906)
Net Property & Equipment 256,887 318,491 369,939 503,112 473,111 663,816
Total Assets 3,145,428 3,978,383 4,953,651 4,460,174 2,096,427 938,759
Current Liabilities 1,079,388 2,169,657 909,693 938,603 958,065 3,007,272
Other Liabilities 54,802 19,665 8,313 16,377 2,194,591 218,874
Stockholders' Equity (Impairment) 2,011,238 1,789,061 4,035,645 3,505,194 (1,056,229) (2,287,387)
</TABLE>
-15-
<PAGE>
BUSINESS
General
Mark Solutions, Inc. ("Mark") is a Delaware corporation which operates its
various businesses through wholly-owned subsidiaries and a division.
Mark is engaged in the design, manufacture, assembly and/or distribution
of (i) modular steel cells for housing of the general prison population as well
as for use as infectious disease isolation units for correctional institutions
and healthcare facilities, (ii) a treatment booth for communicable diseases and
(iii) diagnostic support and archiving computer systems marketed under the name
"IntraScan".
Mark's modular cells meet or exceed all applicable building and safety
code requirements in the United States and can be manufactured and installed
more efficiently than traditional housing alternatives by virtue of lower labor
and construction costs and shorter installation time. Management also believes
that its prefabricated modular cell manufacturing process has other
applications such as temporary emergency housing and permanent shelters,
although no assurances can be given that such applications will be successfully
developed and marketed.
Management believes that continued nationwide judicial and legislative
emphasis on an expedient easing of the overcrowding conditions of correctional
institutions, as well as the increase in the demand for isolation and treatment
quarters for both correctional institutions and healthcare facilities, due to
the rise in communicable diseases such as tuberculosis and the HIV virus,
present a significant growth opportunity for Mark. However, there can be no
assurance that any such business will develop.
Mark was incorporated under the laws of the State of Delaware on September
29, 1986 under the name "Showcase Cosmetics, Inc." Mark's principal executive
office is located at Parkway Technical Center 1515 Broad Street, Bloomfield,
New Jersey 07003 and its telephone number is (201) 893-0500.
-16-
<PAGE>
Industry and Segment Financial Data
The following table sets forth information regarding Mark's industry
segments and classes of products. Prior to the fiscal year ended June 30, 1994,
Mark derived substantially all of its revenues from the sale of its modular
steel cell products. Accordingly, no financial information about industry
segments is presented for prior periods. On October 10, 1995, Mark sold its
Bar-Lor Cosmetics business. See "Historical Development".
Fiscal Year Ended June 30,
1995 1994
---------- ----------
Sales to unaffiliated
customers:
Mark Correctional Systems:
Modular Cells ............ $5,949,490 $2,839,052
MarkCare Medical Systems:
IntraScan ................ $ 15,000 $ 137,512
Treatment Booths ......... $ 161,083 $ 206,509
$ 176,083 $ 344,021
---------- ----------
Bar-Lor Cosmetics ............ $ 917,934 $ 812,374
Operating Loss:
Mark Correctional Systems .... ($3,055,631) ($ 2,454,292)
MarkCare Medical Systems ..... ($ 671,099) ($ 582,592)
Bar-Lor Cosmetics ......... ($1,370,537) ($ 1,008,269)
Identifiable Assets:
Mark Correctional Systems ..... $3,505,086 $ 3,047,154
MarkCare Medical Systems ...... $ 268,795 $ 340,238
Bar-Lor Cosmetics .......... $ 459,817 $ 1,864,438
-17-
<PAGE>
Historical Development
Mark has succeeded to the businesses of Mark Correctional Systems, Inc., a
Delaware corporation ("MCS") and Showcase Cosmetics, Inc., a Delaware
corporation ("Showcase") under a reorganization (the "Reorganization")
consummated on November 10, 1993 pursuant to an Agreement and Plan of
Reorganization dated December 23, 1992, as amended.
On September 24, 1992 MCS acquired all of the assets, subject to
substantially all of the liabilities, of Mark Correctional Systems, Inc., a New
Jersey corporation, ("MCS New Jersey") for approximately 80% of the outstanding
Common Stock immediately after the asset purchase.
On November 20, 1992 MCS acquired all of the capital stock of Diversified
Imaging Technology Corporation, a Maryland corporation ("DIT"), which owned the
rights to the IntraScan I system. DIT subsequently changed its name to
"MarkCare Medical Systems, Inc." ("MarkCare").
On October 10, 1995, Mark sold its Bar-Lor Cosmetics business to Alan R.
Steiner, president of the cosmetics subsidiaries, for $ 100,000 in cash. The
sale was consummated pursuant to a stock purchase agreement whereby Mr. Steiner
purchased all of the outstanding shares of three Mark subsidiaries, Bar-Lor
Cosmetics, Ltd., Bar-Lor West, Inc. and Bar-Lor South, Inc.
On May 28, 1996, Mark acquired all of the capital stock of Simis Medical
Imaging, Limited, a privately held British company ("SMI") for $ 1,250,000
payable in Common Stock of Mark. At the initial closing, Mark issued an
aggregate of 108,696 shares of Common Stock representing $ 625,000 of the
purchase price. The balance of the purchase price will be paid in Common Stock
on November 28, 1996 and the number of shares to be issued will be calculated
by dividing $ 625,000 by the closing sales on November 25, 1996; provided,
however, the maximum number of shares to be issued by Mark is 1,000,000. In
addition, Christopher Cummins, one of the former shareholders of SMI has
entered into a three-year employment agreement with SMI which provides for,
among other things, (i) an annual salary of U.K. Pounds 60,000 in the initial
year with U.K. Pound 5,000 increases in the succeeding two years and (ii) an
annual bonus equal to 10% of the post tax profits of SMI. SMI is the developer
of the IntraScan II software which Mark has been marketing under an exclusive
dealer agreement covering North and South America.
-18-
<PAGE>
Mark Correctional Systems Division
Mark operates its modular steel cell and infectious disease isolation unit
business through its division, Mark Correctional Systems.
Modular Cells. Since the initial sale of its prefabricated modular steel
cells for housing the general prison population in 1989, Mark has manufactured
and sold 1,117 of its security prison cells for use in correctional
institutions in 12 states including New York, New Jersey, Michigan, Missouri,
Washington and Wisconsin.
Mark's 616 cell project for the State Prison of Southern Michigan in
Jackson, Michigan generated approximately $ 6,500,000 in revenue during the
period of March through September 1995. In addition Mark has other uncompleted
contracts for its modular cells aggregating $ 1,984,505. Other than as
described above, Mark currently has no significant orders for the modular
cells.
Mark's modular cell is a prefabricated, installation-ready, lightweight
steel structure which is manufactured according to the construction and
security specifications of each correctional institution project in sizes from
60 to 100 square feet. Each modular cell can be equipped with lavatory
facilities; wall-mounted sleeping accommodations; desk and stool; lighting and
ventilation systems; and optional components such as fixed or operable windows
and hinged or sliding security doors. Each modular cell is constructed of
durable low maintenance, non-porous materials including a scratch resistant
epoxy polymer finish and is acoustically and thermally insulated.
The modular cell's lightweight construction requires less extensive and
costly foundation work than a traditional (e.g. concrete) cell, and is designed
with a self-contained exterior access panel which allows for simple
ventilation, plumbing and electrical connections. Each cell is load-bearing to
allow for multiple-story construction, and is manufactured to tolerances of
1/16 of an inch, which results in more efficient and faster on-site
installation.
Infectious Disease Isolation Units. Mark initially adapted its modular
cell design to the manufacturing of infectious disease isolation units in 1992
for a court-ordered project at a New York City correctional institution on
Rikers Island. Mark focuses its marketing efforts of infectious disease
isolation units on correctional institutions and healthcare facilities.
In addition to the modular cell features, the infectious disease isolation
units are equipped with shower facilities and a
-19-
<PAGE>
protective anteroom for healthcare providers and other individuals coming in
contact with the occupant. To prevent the escape of contaminated air, each unit
is equipped with a negative pressure ventilation system which safely discharges
the air externally. Mark's epoxy polymer finish also allows for more effective
sterilization and cleaning of the unit.
Infectious disease isolation units are designed and manufactured according
to the specific requirements of the project, including security requirements of
correctional institutions. In addition, the units are subject to the guidelines
and regulations of OSHA, NIOSH, the Centers for Disease Control and Prevention
and applicable building codes including specific health guidelines which were
established to provide effective treatment of the patient and the safety of
medical providers including negative pressure requirements, filtration
standards and air flow systems.
MarkCare Medical Systems, Inc.
Mark operates its healthcare products business through MarkCare Medical
Systems, Inc., a wholly-owned Maryland subsidiary.
Treatment Booths. Mark publicly introduced its first prototype general use
treatment booth in August 1992. After design modifications were made to broaden
its treatment capabilities, Mark began manufacturing operations in December
1992.
The treatment booth is a single occupancy 70 cubic foot chamber used in
the observation and treatment of patients with communicable diseases such as
tuberculosis. The booth is designed to isolate patients in order to protect
healthcare workers during sputum induction and to improve the efficacy of the
dispensing of aerosolized drugs. In addition to incorporating the structural
elements and low maintenance material of its modular cell technology, Mark
equips the treatment booth with an air filtration system designed to provide
for up to 450 air changes per hour through a laminar flow design which is
monitored by a meter and alarm. The filtering process circulates air through a
HEPA filter which collects 99.9% of all airborne particles including germs and
medicines. The filtered air is then exposed to ultra-violet light for
additional decontamination and is discharged externally.
Mark has established safety and operational standards for its treatment
booths based on recommendations from board certified hygienists and other
medical professionals. Certification of booths is conducted by one of three
independent laboratories for compliance with Mark's internal standards and
manufacturers specifications.
-20-
<PAGE>
IntraScan I. Mark instituted its marketing plan for the IntraScan I
system, including its introduction at the Radiologist Society of North America
exposition, in December 1992. IntraScan I is marketed to radiologists,
gynecologists, urologists and small
independent medical practices.
The IntraScan I system is a computer-based diagnostic support product for
use with all ultrasound equipment. IntraScan I is an archiving and image
enhancing system which enables medical technicians to manipulate ultrasound
images by enlarging and rotating images, as well as improving their clarity,
sharpness and resolution. This results in improved diagnostic capabilities as
compared to the images produced by ultrasound equipment alone. The information
archiving applications of IntraScan I can be networked, allowing effective
storage and transmission of information quickly between physicians and
healthcare facilities through computer modems.
The IntraScan I system consists of software programs protected by U.S.
copyrights and standard hardware computer equipment as to which Mark has no
proprietary interests. The computer hardware is comparable to a personal
computer in size and user operation and interfaces with the IntraScan I
software applications.
The IntraScan I system is integrated and marketed in conjunction with the
IntraScan II system.
IntraScan II. From 1993 to May 1996, Mark marketed the IntraScan II
"filmless" picture, archiving and communications system (PACS) under an
exclusive software dealer agreement with SMI covering North and South America.
On May 28, 1996, Mark acquired all of the capital stock of SMI for $ 1,250,000
payable in Common Stock of Mark. See "Historical Development". IntraScan II is
marketed to radiology departments, large healthcare facilities, hospitals and
outpatient imaging group practices.
IntraScan II is a computer-based image, archival and retrieval system that
interfaces with all medical imaging devices and can store and recall images in
digital format from imaging modalities including x-ray, computed tomography
(CAT Scan), computer radiology, nuclear medicine, ultra sound and magnetic
resonance imaging (MRI). While Mark is aware of similar systems in various
stages of development, management believes the IntraScan II is the only system
which is designed to be open platform allowing the software to interface with
most computer hardware and operating systems.
-21-
<PAGE>
IntraScan II has a high resolution display capability (512 X 512 to 4000 X
4000 pixels). The high resolution allows medical providers to make diagnoses
from computer digital images without the need for radiographic film. This
capability eliminates the processing time for film development allowing faster
diagnoses and significantly reduces the costs related to film development and
patient record storage.
The IntraScan II system allows image manipulation similar to the IntraScan
I system, including simulation of the multi-image view box which allows
side-by-side comparisons of images from different modalities (e.g. x-ray and
CAT Scan).
In addition, the IntraScan II system allows for networking between
departments within a healthcare facility or between institutions at different
locations by computer modems. This networking capability coupled with the high
resolution allows efficient and instant transfer of diagnostic quality images
for consultation and transportation of patient records.
The IntraScan II system consists of software programs protected by British
and United States copyrights and standard hardware computer equipment as to
which Mark has no proprietary interests.
-22-
<PAGE>
MANAGEMENT
Directors And Executive Officers
The following table sets forth the names and ages of the members of Mark's
Board of Directors and its executive officers.
Name Age Position
- ---- --- --------
Carl C. Coppola(1) 56 Chairman of the Board,
President, Chief Executive
Officer, Chief Financial Officer
Frederick M. Bolio 31 Vice President-Engineering and
Manufacturing
Michael J. Rosenberg 52 Vice President-Sales and Marketing;
Richard Branca(2) 48 Director
Ronald E. Olszowy 50 Director
William Westerhoff(1) 59 Director
Michael Nafash 35 Director
- ----------
(1) Member of the Compensation Committee
(2) Member of the Audit Committee
All directors hold office until the next annual meeting of shareholders of
Mark (currently expected to be held during December 1996) and until their
successors are elected and qualified. Officers hold office until the first
meeting of directors following the annual meeting of shareholders and until
their successors are elected and qualified, subject to earlier removal by the
Board of Directors.
-23-
<PAGE>
Carl C. Coppola has been a Director, President and Chief Executive Officer of
Mark since November 10, 1993. Prior thereto and since 1984, Mr. Coppola served
in the identical capacities for MCS, Mark's predecessor company. For more than
30 years, Mr. Coppola has been President and Chief Executive Officer of Mark
Lighting Fixture Co., Inc., an unaffiliated entity.
Frederick M. Bolio has been Vice President-Engineering and Manufacturing of
Mark since June 23, 1994 and prior thereto was Engineering Manager of Mark
since December 1991. From 1988 to November 1991 Mr. Bolio was Senior Engineer
at Marino Industries Corp., a manufacturer of lightweight steel building
products and
components.
Michael J. Rosenberg has been Vice President- Sales and Marketing of Mark and
MCS since 1990. From December 1987 to 1989 served as President of Aloe Creme
Laboratories, a cosmetics manufacturer.
Richard Branca has been a Director of Mark and MCS since November 18, 1992.
Since 1970 Mr. Branca has been President and Chief Executive Officer of Bergen
Engineering Co., a construction company.
Ronald E. Olszowy has been a Director of Mark and MCS since November 18, 1992.
Since 1966, Mr. Olszowy has been President and Chief Executive Officer of
Nationwide Bail Bonds, which provides bail, performance and fidelity bonds. Mr.
Olszowy has also been President of Interstate Insurance Agency since 1980.
William Westerhoff has been a Director of Mark and MCS since November 18, 1992.
Mr. Westerhoff has been retired since June 1992. Prior thereto and for more
than five years Mr. Westerhoff was, a partner of Sax, Macy, Fromm & Co.,
certified public accountants.
Michael Nafash has been a Director of Mark since December 18, 1995. Mr. Nafash
is Chairman of the Board, President and Chief Executive Officer of Evolutions,
Inc. (OTC), an environmental oriented apparel company since February 1994.
Since June 1992 Mr. Nafash has been employed, including as Chief Financial
Officer from October 1993 to March 1995, by Pure Tech International, Inc.
(NASDAQ/NMS:PURT), a plastics and metal recycling company. Prior thereto Mr.
Nafash was a certified public accountant with Michaels, Nafash & Georgallas and
Weidenbaum Ryder & Co.
-24-
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth certain information with respect to each
beneficial owner of 5% or more of the Common Stock, each Director of Mark, and
all executive officers and Directors as a group as of July 31, 1996. The
persons named in the table have sole voting and investment power with respect
to all shares of Common Stock owned by them, unless otherwise noted.
Number of % of Shares
Shares Owned Outstanding
------------ -----------
Carl C. Coppola
c/o Mark Solutions, Inc.
1515 Broad Street
Bloomfield, NJ 07003 2,013,000(1) 14.8%
Joseph Salvani
1 Duran Avenue
Ridgewood, NJ 07450 1,159,956(2) 8.6
Walter Grossman
277 North Avenue
Westport, CT 06880 862,713(3) 6.5
William Westerhoff 55,000(4) (5)
Richard Branca 305,000(6) 2.2
Ronald E. Olszowy 105,000(4) (5)
Michael Nafash 43,150(7) (5)
All executive officers
and Directors as
a group (7 persons) 2,717,622(8) 19.3%
-25-
<PAGE>
(1) Includes 89,800 shares held in trust for the benefit of children of Mr.
Coppola. Mr. Coppola disclaims beneficial ownership of these shares. Also
includes 200,000 shares of Common Stock issuable upon exercise of warrants
which are presently exercisable.
(2) Includes 150,000 shares of Common Stock issuable upon exercise of warrants
which are presently exercisable.
(3) Includes 112,000 shares held in trust for the benefit of two children of
Mr. Grossman. Mr. Grossman disclaims beneficial ownership of these shares.
(4) Represents or includes 55,000 shares of Common Stock issuable pursuant to
options which are presently exercisable.
(5) Less than 1%
(6) Includes 205,000 warrants shares of Common Stock issuable pursuant to
options and warrants which are presently exercisable.
(7) Includes 17,150 shares of Common Stock owned by Evolutions, Inc., of which
Mr. Nafash is Chairman, President and Chief Executive Officer. Mr. Nafash
disclaims beneficial ownership of these shares. Includes 25,000 shares of
Common Stock issuable upon exercise of warrants which are presently
exercisable.
(8) Includes 690,572 shares of Common Stock issuable upon exercise of warrants
or options which are presently exercisable.
-26-
<PAGE>
SELLING SHAREHOLDERS
Of the 4,588,170 shares of Common Stock offered hereby, 1,279,290 are
being offered for the accounts of the following persons:
Securities Securities
Owned to be Owned
Before Securities After
Name Offering to be Sold Offering(1)
- ------------------ ----------- ---------- -------------
Frank Brosens 22,800 22,800 0
Water Jel Technologies, Inc. 295,000 195,000 100,000
Joseph Salvani(2) 1,009,956 273,213 736,743 (5.5%)
Walter Grossman(2) 750,713 273,213 477,500 (3.6%)
Noam Gottesman 100,000 100,000 0
Darius Tencza 91,000 91,000 0
Richard Branca(3) 100,000 65,000 35,000
Joseph Salvani, Sr. 97,000 65,000 32,000
Edmund R. Miller 30,000 30,000 0
Frank Henry 82,144 57,144 25,000
Davis Weinstock II 205,000 76,760 128,240
Walter and Rebecca Schacht 35,160 30,160 5,000
- ----------
(1) Percentage of outstanding shares of Common Stock
(2) Principal Shareholder
(3) Director of Mark
CERTAIN OUTSTANDING WARRANTS
Of the 4,588,170 shares of Common Stock offered hereby 2,933,280 may be
offered by the following warrant holders subsequent to their purchase of shares
of Common Stock from Mark pursuant to the exercise of Warrants.
Number of
Shares Subject Exercise
Name to Warrants Price
-------------------- -------------- --------
Finance Warrants
Chester Daniel, Inc. 13,079 $ 15.00
Brookehill Equities, Inc. 13,079 15.00
Babystar, Inc. 1,000,000 4.25
Yitz Grossman 150,000 4.25
Yitz Grossman 70,000 3.75
Carl Coppola 200,000 2.50
Consultant Warrants
Steven Markowitz 100,000 5.00
Joseph Sorbarra 100,000 5.00
Salvani Investments, Inc. 150,000 5.00
Cycle Contractors, Inc. 50,000 5.00
Aaron Lehman 25,000 7.50
Bertolini Printing, Inc. 10,000 5.00
AnReg Investment Corp. 200,000 2.00
Thomas Coughlin 50,000 3.00
-27-
<PAGE>
Private Placement Warrants
Noam Gottesman 50,000 2.00
Jonathan Green 50,000 2.00
James R. Paradise 40,000 2.00
Edmund R. Miller 30,000 2.00
Frank Henry 28,572 2.00
Employee/Directors Warrants
Richard Branca 30,000 3.25
Yitz Grossman 30,000 3.25
Ronald E. Olszowy 30,000 3.25
Simon Sinnreich 30,000 3.25
William Westerhoff 30,000 3.25
Alan Steiner 3,333 4.50
Michael Rosenberg 338 3.25
Leonid Futerman 239 3.25
John Reiling, Jr. 239 3.25
Frederick Bolio 234 3.25
Miscellaneous Warrants
Theodore Meisel 15,000 3.25
LMD Industries Inc. 27,500 3.25
LMD Industries Inc. 6,667 10.50
Yitz Grossman 250,000 4.25
Bergen Engineering Co., Inc. 150,000 2.625
Finance Warrants
In May 1993, Mark granted warrants to purchase shares of Common Stock to
Chester Daniel Inc. and Brookehill Equities, Inc. as compensation for acting as
placement agent for the private placement of Common Stock during April through
June 1993 which raised gross proceeds of $ 1,961,850.
In connection with a bridge loan of $ 1,500,000 made in October 1993 Mark
granted Pure Tech, Babystar and Yitz Grossman warrants to purchase shares of
Common Stock. Pure Tech subsequently transferred such warrants to Yitz
Grossman.
In connection with a bridge loan of $ 400,000 made in January 1995 Mark
granted Carl Coppola warrants to purchase shares of Common Stock.
Each of the foregoing issuances was effected in reliance of the
registration exemption provided for by Section 4(2) of the Securities Act as
not involving a public offering.
Consultant Warrants
On May 9, 1994 Mark granted to Steven Markowitz, Joseph Sobarra, Salvani
Investments, Inc., Cycle Contractors, Inc., Aaron Lehman and Bertolini
Printing, Inc. warrants to purchase shares of Common Stock as compensation for
investment relations, financial advisory and marketing services.
-28-
<PAGE>
On May 15, 1995 Mark granted to AnReg Investment Corp. warrants to
purchase shares of Common Stock as compensation for product marketing services
to be provided for a two-year period.
On April 26, 1995 Mark granted to Thomas Coughlin warrants to purchase
shares of Common Stock as partial compensation under a marketing consulting
agreement terminable on 30-days' written notice. Pursuant to the consulting
agreement, Mr. Coughlin will assist in the marketing of Mark's products
primarily to the correctional industry.
Each of the foregoing issuances was effected in reliance of the
registration exemption provided for by Section 4(2) of the Securities Act as
not involving a public offering.
Private Placement Warrants
In January through February 1995, Mark issued 641,549 warrants exercisable
at $ 2.00 per share to investors in Mark's private placement of 641,549 Units
consisting of two shares of Common Stock and one warrant which raised gross
proceeds of $ 2,245,424.
The sale of 511,549 of these Units was effected in reliance on the
registration exemption provided by Section 4(2) of the Securities Act pursuant
to Rule 506 of Regulation D. The sale of 130,000 of these Units was effected in
reliance on Regulation S promulgated under the Act as an offering to non U.S.
persons.
Employee/Directors Warrants
Each of Mark's nonemployee directors have been granted warrants to
purchase an aggregate of 30,000 shares of Common Stock at $ 3.25 per share for
serving in such capacity.
Mark assumed warrants to purchase 3,333 shares of Common Stock at $4.50
per which were granted by its predecessor Showcase Cosmetics, Inc.
On April 26, 1995 Mark granted five of its employees warrants to purchase
shares of Common Stock as compensation for deferring an aggregate of $ 73,652
in salary for nine months.
Miscellaneous Warrants
On October 23, 1993, Pure Tech granted Mark the right of first refusal to
manufacture and distribute a "reverse vending machine" for use in the disposal,
redemption and recycling of recyclable containers in exchange for warrants to
purchase 250,000 shares of Common Stock which are presently exercisable at $
3.75 per share. Pure Tech subsequently transferred such warrants to Yitz
Grossman.
-29-
<PAGE>
In connection with Mark's Jackson, Michigan modular cell project, Bergen
Engineering agreed to obtain and guarantee the necessary construction bonds
through its bonding company. As partial compensation for providing this
guarantee, Bergen Engineering received warrants to purchase shares of Common
Stock at $ 2.625 per share.
On August 17, 1993 Showcase Cosmetics, Inc. granted warrants to LMD
Industries, Inc. to purchase 6,667 shares of Common Stock in consideration of a
sale of $ 300,000 of inventory to Showcase Cosmetics, Inc. on highly favorable
payment terms. Mark assumed these warrant pursuant to the Reorganization.
On December 15, 1992 Mark granted warrants to purchase shares of Common
Stock to Theodore Meisel and LMD Industries, Inc. as partial consideration for
a 10% $ 500,000 senior secured loan to Mark which was repaid by June 15, 1993.
Each of the foregoing issuances was effected in reliance of the
registration exemption provided for by Section 4(2) of the Securities Act as
not involving a public offering.
PLAN OF DISTRIBUTION
Of the 4,588,170 shares of Common Stock offered hereby, 4,212,570 are
being offered for the accounts of the Selling Shareholders. Mark will not
receive any proceeds from the sale of any shares of Common Stock by the Selling
Shareholders. The sale of shares of Common Stock by the Selling Shareholders
may be effected from time to time in transactions in the over-the-counter
market, in negotiated transactions, through the timing of options on the shares
or through a combination of such methods of sale, at fixed prices, which may be
charged at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. The Selling Shareholders
may effect such transactions by selling the shares of Common Stock to or
through broker-dealers, and such broker dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Shareholders
and/or the purchasers of the shares of Common Stock for which such
broker-dealer may act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer may be in excess of
customary compensation). The Selling Shareholders and any broker-dealers who
act in connection with the sale of the shares of Common Stock hereunder may be
deemed to be" underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by them and profit on any sale of
the shares of Common Stock as principal might be deemed to be underwriting
discounts and commissions under the Securities Act.
-30-
<PAGE>
DESCRIPTION OF SECURITIES
Common Stock
Mark is authorized to issue 25,000,000 shares of common stock, par value
$.01 per share of which 13,372,463 shares were outstanding as of June 30, 1996.
The holders of Common Stock have one vote per share on all matters (including
election of directors) without provision for cumulative voting. Thus, holders
of more than 50% of the shares voting for the election of directors can elect
all of the directors. The Common Stock is not redeemable and has no conversion
or preemptive rights. The Common Stock currently outstanding is, and the Common
Stock to be issued pursuant to the exercise of the Warrants will be, validly
issued, fully paid and non-assessable. In the event of the liquidation of Mark,
the holders of Common Stock will share equally in any balance of Mark's assets
available for distribution to them after satisfaction of creditors and the
holders of Mark's senior securities, if any.
Class A Warrants
Each Class A Warrant entitles the holder thereof to purchase one share of
Common Stock until December 31, 1996 at a price of $3.25 per share. The Class A
Warrants contain anti-dilution provisions regarding certain events, including
but not limited to stock dividends, split-ups and reclassifications.
Instructions pertaining to exercise of the Class A Warrants are provided on the
warrant certificates.
All or any portion of the Class A Warrants can be called for redemption by
Mark at a redemption price of $.01 per warrant any time during their exercise
term upon a minimum of 30 days' prior written notice mailed to the registered
holders of the Class A Warrants, subject to the right of the holders to
exercise their purchase rights between the date of any notice of redemption up
to and including the redemption date given by Mark. Any holders who do not
exercise their Class A Warrants prior to the date set for redemption will
receive the redemption price and will forfeit their rights to purchase the
Common Stock underlying the Class A Warrants.
Mark may, in its sole discretion, extend the term of the Class A Warrants
or reduce their exercise price, to the extent permitted by the Delaware General
Corporation Law. Mark may not, however, raise the exercise price, except as
required to reflect recapitalizations (e.g. reverse stock splits).
Holders of the Class A Warrants do not have any of the rights or
privileges of shareholders of Mark prior to the exercise of the warrants.
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Other Warrants
The exercise price and expiration dates of the other Warrants are set
forth on the cover page of this Prospectus. Each of the Warrants contain
anti-dilution provisions regarding certain events, including but not limited to
stock dividends, split-ups and reclassifications. Holders of the Warrants do
not have any of the rights or privileges of shareholders of Mark prior to the
exercise of the warrants.
Registration Requirements
The Class A Warrants may not be exercised unless Mark has on file a
current registration statement pertaining to the underlying Common Stock with
the Commission.
The remaining Warrants may be exercised at any time, however the sale of
the Common Stock received upon exercise may only be sold pursuant to a current
registration statement or an exemption from such registration requirements.
Mark intends to use reasonable efforts to file post-effective amendments
so that holders will not be precluded from exercising the Warrants and
subsequently selling the underlying Common Stock. In the event that a
post-effective amendment is not filed when required and the period for exercise
of specific warrant is not extended, holders could be precluded from exercising
their warrant and could be deprived of the opportunity to profit from
increases, if any, in the market price of the Common Stock.
Transfer Agent
The Transfer Agent for the Common Stock and the Class A Warrants is
Continental Stock Transfer & Trust Company, New York, New York.
LEGAL MATTERS
Timothy J. McCartney, Esq. has acted as counsel for Mark and
has rendered an opinion on the validity of the shares of Common
Stock to be issued upon exercise of the Warrants.
EXPERTS
Mark's consolidated balance sheets as of June 30, 1995 and 1994 and the
consolidated statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended June 30, 1995 incorporated by
reference in this Prospectus, have been incorporated herein in reliance on the
report, which includes an explanatory paragraph regarding the substantial doubt
about Mark's ability to continue as a going concern, of Sax Macy Fromm & Co.,
P.C., independent certified public accountants, given on the authority of that
firm as experts in accounting and auditing.
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