<PAGE>
As filed with the Securities and Exchange Commission on July 10, 1998
Registration No. 333-55811
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
To
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MEDIA LOGIC, INC.
-----------------
(Exact name of registrant as specified in its charter)
Massachusetts
-------------
(State or other jurisdiction of
incorporation or organization)
04-2772354
----------
(I.R.S. Employer
Identification No.)
310 South Street, Plainville, Massachusetts 02762
(508) 695-2006
--------------
(Address, including zip code,
and telephone, including area code,
of registrant's principal executive offices)
Gregory Scorziello
Chief Executive Officer
Media Logic, Inc.
310 South Street
Plainville, Massachusetts 02762
(508) 695-2006
--------------
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Copy to:
Richard R. Kelly, Esquire
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
(617) 542-6000
Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
<PAGE>
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x].
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
MEDIA LOGIC, INC.
4,097,790 Shares of Common Stock
(Par Value $.01 Per Share)
The 4,097,790 shares of Common Stock of Media Logic, Inc., a Massachusetts
corporation (the "Company"), offered hereby are being sold by the selling
stockholders identified herein (the "Selling Stockholders"). Such offers and
sales may be made on the American Stock Exchange, or otherwise, at prices and on
terms then prevailing, or at prices related to the then-current market price, or
in negotiated transactions, or by underwriters pursuant to an underwriting
agreement in customary form, or in a combination of any such methods of sale.
The Selling Stockholders may also sell such shares in accordance with Rule 144
under the Securities Act of 1933, as amended (the "1933 Act"). The Selling
Stockholders are identified and certain information with respect to the Selling
Stockholders is provided under the caption "Selling Stockholders" herein, to
which reference is made. The expenses of the registration of the securities
offered hereby, including fees of counsel for the Company, will be paid by the
Company. The following expenses will be borne by the Selling Stockholders:
underwriting discounts and selling commissions, if any, and the fees of legal
counsel, if any, for the Selling Stockholders in connection with the
registration of the shares offered herein. The filing by the Company of this
Prospectus in accordance with the requirements of Form S-3 is not an admission
that the person whose shares are included herein is an "affiliate" of the
Company.
The Selling Stockholders have advised the Company that they have not engaged any
person as an underwriter or selling agent for any of such shares, but they may
in the future elect to do so, and they will be responsible for paying such a
person or persons customary compensation for so acting. The Selling Stockholders
and any broker executing selling orders on behalf of any Selling Stockholder may
be deemed to be "underwriters" within the meaning of the 1933 Act, in which
event commissions received by any such broker may be deemed to be underwriting
commissions under the 1933 Act. The Company will not receive any of the proceeds
from the sale of the securities offered hereby. The Common Stock is listed on
the American Stock Exchange under the symbol TST. On July 2, 1998, the closing
sale price of the Common Stock, as reported by the American Stock Exchange, was
$1.3125 per share.
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" ON PAGE 4 OF THIS PROSPECTUS.
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 PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
No person is authorized in connection with any offering made hereby to give any
information or to make any representations other than as contained in this
Prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company. This Prospectus is not
an offer to sell, or a solicitation of an offer to buy, by any person in any
jurisdiction in which it is unlawful for such person to make such an offer or
solicitation. Neither the delivery of this Prospectus nor any sales made
hereunder shall under any circumstances create any implication that the
information contained herein is correct as of any time subsequent to the date
hereof.
The date of this Prospectus is July 14, 1998.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to certain informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). These reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024 of the Commission's office at 450
Fifth Street, N.W., Judiciary Plaza, Washington, DC 20549, and at its regional
offices located at 7 World Trade Center, Suite 1300, New York, NY 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661. Copies
of such reports, proxy statements and other information can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W., Judiciary
Plaza, Washington, DC 20549 at prescribed rates. The Commission maintains a Web
site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission.
The address of the Commission's Web site is http://www.sec.gov. The Company's
Common Stock is traded on the American Stock Exchange. Reports and other
information concerning the Company may be inspected at the offices of the
American Stock Exchange, 86 Trinity Place, New York, New York 10006-1181.
Additional updating information with respect to the securities covered herein
may be provided in the future to purchasers by means of appendices to this
Prospectus.
The Company has filed with the Commission in Washington, DC a registration
statement (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the 1933 Act with respect to the securities
offered or to be offered hereby. This Prospectus does not contain all of the
information included in the Registration Statement, certain items of which are
omitted in accordance with the rules and regulations of the Commission. For
further information about the Company and the securities offered hereby,
reference is made to the Registration Statement and the exhibits thereto.
The Company will provide without charge to each person to whom this Prospectus
is delivered, on the written or oral request of such person, a copy of any
document incorporated herein by reference, excluding exhibits. Requests should
be made to Media Logic, Inc., 310 South Street, Plainville, MA 02762, telephone
(508) 695-2006 and directed to the attention of John T. Loughran, Controller.
2
<PAGE>
TABLE OF CONTENTS
PAGE
<TABLE>
<S> <C>
RISK FACTORS.......................................................................... 4
THE COMPANY........................................................................... 8
SELLING STOCKHOLDERS.................................................................. 9
PLAN OF DISTRIBUTION.................................................................. 11
LEGALITY OF COMMON STOCK.............................................................. 11
EXPERTS............................................................................... 11
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE..................................... 11
</TABLE>
3
<PAGE>
RISK FACTORS
An investment in the shares being offered by this Prospectus involves a high
degree of risk. In addition to the other information contained in this
Prospectus or incorporated herein by reference, prospective investors should
carefully consider the following risk factors before purchasing the shares
offered hereby. This Prospectus contains and incorporates by reference
forward-looking statements within the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 which are based on management's current
expectations. To the extent that any of the statements contained herein relating
to the Company's products and its operations are forward looking, such
statements are based on management's current expectations and involve a number
of uncertainties and risks.
Reference is also made in particular to the discussion set forth under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's Annual Report on Form 10-K (the "Form 10-K") for
the fiscal year ended March 31, 1998 and in Amendment No. 1 to the Company's
quarterly report on Form 10-Q on Form 10-QA and under "Description of
Business" in the Form 10-K, incorporated into this Prospectus by reference.
Both the forward-looking statements contained in this Prospectus and those
incorporated herein by reference are based on current expectations that
involve a number of uncertainties including those set forth in the risk
factors below. Actual results could differ materially from those projected in
the forward-looking statements.
Shift in Business Focus. In fiscal years 1996, 1997 and 1998, the Company still
derived most of its revenue from sales of its certifiers, evaluators and
duplicators for floppy disks and tape. Beginning with fiscal year 1999 the
Company will shift its focus to its automated tape libraries for the data
storage market. In fiscal year 1996, the Company sold only pre-production units
of its automated data library ("ADL") products. The Company first commenced
sales of its production units of ADL products, other than evaluation units, in
the second quarter of fiscal year 1997 and therefore still has limited
experience in selling its ADL products. The Company expects to derive a
substantial majority of its total revenue and net income from sales of its ADL
products in the future. Continued growth of the Company's ADL business will
depend upon several factors, including demand for these libraries, the Company's
ability to develop new products to meet the changing requirements of its
customers, technological change and competitive pressures. There can be no
assurance that the Company's ADL business will take hold and grow.
Competition. Competition in the data storage market, including the automated
tape library market, is intense, with a large number of companies in these
markets. Many of the Company's current and potential competitors have longer
operating histories, greater name recognition, larger installed customer bases
and significantly greater financial, technical and marketing resources than the
Company. As a result, such competitors may be able to adapt more quickly to new
or emerging technologies and changes in customer requirements, or to devote
greater resources to the promotion and sale of their products than the Company.
An increase in competition could result in price reductions and loss of market
share. Such competition and any resulting reduction in gross margins could have
a material adverse effect on the Company's business, financial condition and
results of operations.
Rapid Technological Change; Dependence on New Product Development. The computer
industry in general, and the markets for the Company's automated tape library
products in particular, are characterized by rapidly changing technology,
frequent new product introductions, and significant competition. In order to
keep pace with this rapidly changing market environment, the Company must
continually develop and incorporate into its products new technological advances
and features desired by the marketplace at acceptable prices. The successful
development and commercialization of new products involves many risks, including
the identification of new product opportunities, timely completion of the
development process, the control and recoupment of development and production
costs and acceptance by customers of the Company's products. There can be no
assurance that the Company will be successful in identifying, developing,
manufacturing and marketing new products in a timely and cost effective manner,
that products or technologies developed by others will not render the Company's
products or technologies uncompetitive, or that the Company's products will be
accepted in the marketplace.
Protection of Proprietary Technology. The Company's ability to compete
effectively with other companies will depend, in part, on the ability of the
Company to maintain the proprietary nature of its technology. There can be no
assurance that competitors in both the United States and foreign countries, many
of which have substantially greater resources and have made substantial
investments in competing technologies, do not have or will not obtain patents
that will prevent, limit or interfere with the Company's ability to make and
sell its products or intentionally infringe the Company's patents. While the
Company possesses or licenses certain patent rights, it relies in large part on
unpatented proprietary technology, and there can be no assurance that others may
not independently develop the same or similar technology, whether or not
patented, or otherwise obtain access to the Company's proprietary technology.
4
<PAGE>
Cyclical Nature of the Computer Industry. The computer industry is highly
cyclical and has historically experienced periodic downturns. The cyclical
nature of the computer industry is beyond the control of the Company. As an
example, the Company experienced a substantial reduction in demand for its
original product line (floppy disk certification, testing and duplication
equipment). A similar decrease in demand for the Company's new automated tape
library products could have a material adverse effect on its business and
products.
Uncertainties Related to Company's Ability to Raise Additional Necessary
Capital. The Company has spent and expects to continue to spend substantial
funds for continuation of the research and development of product candidates
and will also require additional funds in order to manufacture, market and
sell its products. In March 1997, the Company completed a private placement
of convertible subordinated debentures (the "March Private Placement") which
resulted in approximately $3,530,000 in gross proceeds to the Company, in
October 1997 the Company completed a private placement of convertible
debentures (the "October Private Placement") which resulted in $750,000 in
gross proceeds to the Company and in December 1997, the Company completed a
private placement of the Common Stock (the "December Private Placement")
which resulted in $1,530,000 in gross proceeds to the Company. In addition,
in May 1998, the Company completed a private placement of the Common Stock
(the "May 1998 Private Placement") which resulted in $1,850,000 in gross
proceeds to the Company. However, because of its continuing losses from
operations, the Company anticipates that unless revenues increase
significantly, it will require additional capital in order to continue its
operations. The Company expects that existing cash will sustain its
operations at current spending levels through September, 1998. See "--Recent
Losses." The Company has no assurance that it will be able to raise such
additional capital, if needed, in a timely manner or on favorable terms, if
at all. In addition, the auditors' report with respect to the Company's
consolidated financial statements for the year ended March 31, 1998 included
an explanatory paragraph regarding the uncertainty of the Company's ability
to continue as a going concern. If the Company is unable to increase revenues
significantly and/or secure additional financing, the Company could be forced
to curtail or discontinue its operations.
Recent Losses. For the fiscal year ended March 31, 1998, the Company incurred
a loss of $4,613,430 on revenues of $1,370,669 and for the fiscal year ended
March 31, 1997, the Company incurred a loss of $4,122,288 on revenues of
$3,644,478. These recent losses are primarily the result of a decline in the
revenues generated in the Company's traditional markets during a period when
the Company was making a large investment in its ADL technology. The Company
believes that the trends that resulted in its losses could continue for the
foreseeable future.
Dependence on Key Personnel. The Company's success depends to a significant
extent on the performance of its senior management, including its Chief
Executive Officer and President, Gregory Scorziello. Competition for highly
skilled employees with technical, management and other specialized training is
intense in the computer industry. The Company has recently experienced turnover
in certain of its senior management positions. While the Company has filled all
open positions, there is no assurance that this management turnover will not
continue. The failure to attract additional qualified employees or to retain the
services of key personnel could have a material adverse effect on the Company's
business.
Volatility of Share Price. Market prices for securities of technology companies
have been volatile. The market price for the Company's Common Stock has
fluctuated significantly since public trading commenced in 1987, and it is
likely that the market price will continue to fluctuate in the future. Quarterly
fluctuations in operating results, announcements by the Company or the Company's
present or potential competitors, technological innovations or new commercial
products or services, developments or disputes concerning patent or proprietary
rights and other events or factors may have a significant impact on the
Company's business and on the market price of the Common Stock.
Control by Existing Management and Stockholders. The directors, officers and
principal stockholders of the Company and certain of their affiliates and/or
family members beneficially own in the aggregate approximately 51.6% of the
Company's Common Stock (including shares issuable upon exercise of options held
by such persons, which options are currently exercisable, and shares issuable
upon exercise of warrants held by such persons, which warrants are currently
exercisable). As a result of such ownership, these stockholders will exert
influence over all matters requiring approval by the stockholders of the
Company, including the election of directors. One stockholder, Raymond Leclerc,
has a contractual right to Board representation and the purchasers in the
December Private Placement have the contractual right to Board representation in
certain circumstances.
Certain Charter and By-Law Provisions and Massachusetts Laws May Affect Stock
Price. The Company's Restated Articles of Organization and By-laws contain
provisions that may make it more difficult for a third party to acquire control
of, or discourage acquisition bids for, the Company. In addition, certain
Massachusetts laws contain provisions that may have the effect of making it more
difficult for a third party to acquire control of, or discourage acquisition
bids for, the Company. These provisions could limit the price that certain
investors might be willing to pay in the future for shares of Common Stock.
Shares Eligible for Future Sale. Sales of substantial amounts of Common Stock in
the public market could have an adverse effect on the price of the Company's
Common Stock. Approximately 8,340,077 shares of Common Stock are currently
freely tradable on the open market. In addition, there were a total of 539,459
options to purchase Common Stock outstanding as of
5
<PAGE>
May 27, 1998 pursuant to the Company's stock option plans, and 435,436 of such
options were vested and can be exercised at any time prior to their respective
expiration dates. Lee H. Elizer, the former Chief Executive Officer and
President of MediaLogic ADL, is entitled to receive 8,000 shares of Common Stock
in October 1998, which, under the terms of his separation agreement with the
Company, are expected to be registered under the 1933 Act following their
issuance.
In June 1997, the Company registered for resale, on a registration statement on
Form S-3 (the "June 1997 Registration Statement"), up to 3,565,656 shares of
Common Stock issuable upon conversion of $3,530,000 aggregate principal amount
of 7% convertible subordinated debentures due 2000 (the "March Debentures"), and
interest thereon, issued by the Company to the selling stockholders named
therein. The principal amount of the March Debentures was convertible at any
time into shares of the Company's Common Stock based on a predetermined formula.
As of January 28, 1998, all of the holders of the March Debentures had converted
their Debentures into an aggregate of 3,039,567 shares of Common Stock, all of
which shares may be sold pursuant to the Prospectus contained in the June 1997
Registration Statement as amended by the Prospectus Supplements thereto dated
December 31, 1997 and February 20, 1998.
In January 1998, the Company registered for resale, on a registration statement
on Form S-3 (the "January 1998 Registration Statement"), 3,642,538 shares of
Common Stock. Up to 891,668 of the shares of Common Stock included in the
January 1998 Registration Statement are issuable upon conversion of $750,000
aggregate principal amount of 7% convertible debentures due 2000 (the "October
Debentures"), and interest thereon, issued by the Company in the October Private
Placement. The principal amount of the October Debentures is convertible at any
time into shares of the Company's Common Stock based on a predetermined formula.
The price at which the October Debentures will convert will be the lower of (i)
$1.95, which amount is 120% of the average closing bid price of the Common Stock
as calculated over the five trading-day period ending on October 29, 1997 and
(ii) 80% of the average closing bid price of the Common Stock as calculated over
the five trading-day period ending on the trading day immediately preceding the
date of conversion (the "October Conversion Date Price"), subject to a $.90
minimum conversion price. The October Debentures bear interest at the rate of 7%
per year. Interest is payable only upon conversion of the October Debentures
and, at the Company's option, is payable either in cash or in shares of the
Company's Common Stock based on the average closing sale price of the Common
Stock as calculated over the five trading-day period ending on the trading day
immediately preceding the date of conversion. The 891,668 shares included in the
January 1998 Registration Statement represent the approximate number of shares
which would be issuable upon conversion of the October Debentures including
shares issuable upon conversion of one year of accrued interest. As of May 27,
1998, $180,000 aggregate principal amount of October Debentures and the accrued
interest thereon have been converted into 203,438 shares of Common Stock. If the
October Debentures become convertible into more than 891,668 shares, the Company
will be obligated to register additional shares of Common Stock.
650,870 of the shares of Common Stock included in the January 1998 Registration
Statement are issuable upon exercise of warrants to purchase Common Stock (the
"Advent Warrants") issued to ACFS Limited Partnership ("ACFS") and to Digital
Media & Communications L.P. ("Digital Media") in connection with the March
Private Placement. The Advent Warrants are exercisable at any time prior to
September 22, 2001 at an exercise price of $3.00 per share of Common Stock.
900,000 of the shares of Common Stock included in the January 1998 Registration
Statement are issuable upon exercise of warrants to purchase Common Stock (the
"Adar Warrants") issued to Adar Equities LLC ("Adar") in connection with the
March Private Placement. The Adar Warrants are exercisable at any time prior to
March 24, 2002 at an exercise price of $3.00 per share of Common Stock.
200,000 of the shares of Common Stock included in the January 1998 Registration
Statement are issuable upon exercise of warrants to purchase Common Stock (the
"Rochon Warrants") issued to Rochon Capital Group, Ltd. in connection with the
March Private Placement. The Rochon Warrants are exercisable at an exercise
price of $2.00 per share of Common Stock.
1,000,000 of the shares of Common Stock included in the January 1998
Registration Statement were issued to Raymond W. Leclerc in a private placement
in September 1995.
In March 1998, the Company registered for resale, on a registration statement on
Form S-3 (the "March 1998 Registration Statement"), 4,700,000 shares of Common
Stock. 3,950,000 of those shares were issued by the Company in connection with
the December Private Placement.
1,700,000 of the Shares included in the March 1998 Registration Statement were
issued to Imprimis SB L.P. ("Imprimis") and Wexford Spectrum Investors LLC
("Wexford") in the December Private Placement and 2,000,000 of the Shares
included in the March 1998 Registration Statement are issuable upon exercise of
warrants (the "Wexford Warrants") to purchase Common Stock which were issued to
Imprimis and Wexford in connection with the December Private Placement.
1,000,000 of the Wexford Warrants are exercisable at an exercise price of $3.00
per share and 1,000,000 of the Wexford Warrants are exercisable at an exercise
price of $1.50 per share. The Wexford Warrants may be exercised at any time
prior to December 29, 2002.
6
<PAGE>
500,000 of the Shares included in the March 1998 Registration Statement are
issuable upon exercise of warrants (the "Adar October Warrants") to purchase
Common Stock issued to Adar in connection with the October Private Placement.
The Adar October Warrants are exercisable at any time during the period
commencing January 26, 1998 and ending January 26, 2003 at an exercise price of
$2.00 per share. 250,000 of the Shares included in the March 1998 Registration
Statement are issuable upon exercise of warrants (the "Adar December Warrants")
to purchase Common Stock issued to Adar in connection with the December Private
Placement. The Adar December Warrants are exercisable at any time during the
period commencing March 29, 1998 and ending on March 29, 2003 at an exercise
price of $2.00 per share.
250,000 of the Shares included in the March 1998 Registration Statement are
issuable upon exercise of warrants (the "Boston Group Warrants") to purchase
Common Stock issued to Boston Group, L.P. in connection with the December
Private Placement. The Boston Group Warrants are exercisable at any time during
the period commencing March 29, 1998 and ending on March 29, 2003 at an exercise
price of $2.00 per share.
All of the shares registered for resale by the holders thereof which are
included in the June 1997 Registration Statement, the January 1998 Registration
Statement and the March 1998 Registration Statement may be reoffered and resold
in the public trading market from time to time during the period the Company has
agreed to maintain the effectiveness of the registration statement registering
those shares.
2,048,895 of the Shares offered hereby were issued to the Selling Stockholders
in the May 1998 Private Placement and 2,048,895 of the Shares offered hereby are
issuable upon exercise of warrants (the "May 1998 Warrants") to purchase Common
Stock, which were issued to the Selling Stockholders in connection with the May
1998 Private Placement. 1,011,115 of the May 1998 Warrants are exercisable at an
exercise price of $1.50 per share, 1,011,115 of the May 1998 Warrants are
exercisable at an exercise price of $3.00 per share and 26,666 of the May 1998
Warrants, issued to Michael Salter, are exercisable at an exercise price of
$1.125 per share. The May 1998 Warrants are exercisable at any time prior to
5:00 P.M. on various dates between May 1, 2003 and May 29, 2003.
The Company has agreed to register for resale from time to time by the
purchasers thereof the shares of Common Stock issued in the May 1998 Private
Placement and the shares of Common Stock issuable upon exercise of the May 1998
Warrants. All of such shares registered for resale by the holders thereof may be
reoffered and resold in the public trading market from time to time during the
period the Company has agreed to maintain the effectiveness of the registration
statement registering those shares.
Absence of Dividends. The Company has not paid dividends since its inception and
does not anticipate paying any dividends in the foreseeable future.
Dilution. Dilution is likely to occur upon exercise of outstanding warrants and
existing stock options and upon the conversion of the October Debentures. See
"--Shares Eligible For Future Sale."
American Stock Exchange Listing. The Company does not fully satisfy the American
Stock Exchange guidelines for continued listing and there is no assurance that
the listing of the Common Stock on the American Stock Exchange will be
continued.
7
<PAGE>
THE COMPANY
Media Logic, Inc. was incorporated in 1982 to develop and manufacture
certification equipment to be used by manufacturers of flexible storage media
such as floppy disks. The Company's principal product line is automated tape
library systems for data storage and retrieval, which was introduced in fiscal
year 1996.
The Company's data storage libraries have been developed by MediaLogic ADL, Inc.
("MediaLogic ADL"), a subsidiary of the Company which was established in 1994 to
develop, market and sell automated data storage libraries. In fiscal year 1996,
MediaLogic ADL introduced automated tape libraries in 4mm and 8mm tape
technologies and, in fiscal year 1988, introduced prototype automated tape
libraries with digital linear tape ("DLT") technology. Tape drives from a number
of manufacturers are supported by the libraries as are system management and
software configurations from a variety of vendors. In fiscal 1996, the Company
sold only pre-production units, and began delivering production units in the
second quarter of fiscal 1997. Potential customers for the ADL line of automated
tape libraries are data dependent companies in all types of businesses.
The certification, test and duplication product line, representing the Company's
historical products, but which is not expected to be the basis for the bulk of
the Company's future business, includes: (1) certifiers which are used by
computer disk manufacturers to test each disk as it is manufactured and to sort
disks into three industry established quality categories, (2) tape certification
and evaluation equipment used by manufacturers and suppliers of magnetic tapes,
to evaluate and qualify the quality of the tapes, and (3) floppy disk
duplication equipment utilizing industrial disk drives which have been developed
by the Company for use by software publishers and duplicators.
The principal executive offices of the Company are located at 310 South Street,
Plainville, Massachusetts 02762, and the Company's telephone number is (508)
695-2006.
8
<PAGE>
SELLING STOCKHOLDERS
1,993,339 of the Shares offered hereby were issued to the Selling Stockholders
in the May 1998 Private Placement pursuant to Securities Purchase Agreements
between each of the Selling Stockholders and the Company (the form of which
Securities Purchase Agreement has been filed as Exhibit 99.1 to the registration
statement of which this Prospectus is a part).
1,993,339 of the Shares offered hereby are issuable upon exercise of Warrants
issued to the Selling Stockholders in the May 1998 Private Placement (the form
of which Warrants are filed as Exhibit 99.2 to the registration statement of
which this Prospectus is a part).
The following table sets forth information with respect to the beneficial
ownership of the Company's Common Stock by the Selling Stockholders as of May
29, 1998, as adjusted to reflect the sale of the Common Stock offered hereby by
each Selling Stockholder.
<TABLE>
<CAPTION>
SHARES OWNED PRIOR SHARES OWNED
TO OFFERING (1) NUMBER OF AFTER OFFERING (2)
----------------------- SHARES BEING --------------------
SELLING STOCKHOLDERS NUMBER PERCENT OFFERED NUMBER PERCENT
------ ------- ------- ------ -------
<S> <C> <C> <C> <C> <C>
ADB Leasing Corporation (3) 222,224 1.7% 222,224 0 --%
N.H.B.D. LP (3) 222,224 1.7% 222,224 0 --
Michael G. Salter (4) 1,138,232 8.2% 1,097,778 40,454 *
Gregory Scorziello (5) 155,556 1.2% 55,556 100,000 *
Internacional Perifericos y Memorias, S.A. (6) 1,666,668 11.8% 1,666,668 0 --
Alexander Stewart and Hilda H. Stewart, JTWROS (7) 166,668 1.2% 166,668 0 --
Harvey Klein (8) 166,668 1.2% 166,668 0 --
Dr. Chaim Citronenbaum (9) 83,334 * 83,334 0 --
Sterling Asset Management Group Corp. (9) 83,334 * 83,334 0 --
David H. Wilson (10) 514,792 3.8% 388,892 125,900 --
Robert B. MacDonald Jr. (11) 80,556 * 55,556 25,000 --
Preston Ford Inc. (12) 74,456 * 55,556 18,900 --
Byron Walker (13) 111,112 * 111,112 0 --
</TABLE>
*Less than 1%.
(1) The number of shares of Common Stock issued and outstanding on May 29, 1998
was 13,333,409. The calculation of percentage ownership for each listed
Selling Stockholder is based upon the number of shares of Common Stock issued
and outstanding at May 28, 1998, plus the shares of Common Stock issuable upon
exercise of currently exercisable warrants held by such Selling Stockholder.
(2) Assuming all shares offered hereby are sold to unaffiliated third parties.
(3) Includes 111,112 shares issuable upon exercise of warrants to purchase
Common Stock of the Company, 55,556 at an exercise price of $1.50 per share and
55,556 at an exercise price of $3.00 per share.
(4) Mr. Salter is the Chairman of the Board of Directors of the Company.
Includes 522,223 shares issuable upon exercise of warrants to purchase Common
Stock of the Company, 261,111 at an exercise price of $1.50 per share and
261,112 at an exercise price of $3.00 per share, and 26,666 shares issuable upon
exercise of a warrant to purchase Common Stock of the Company at an exercise
price of $1.125 per share. Includes 20,454 shares which may be purchased upon
the exercise of stock options.
(5) Mr. Scorziello is the President and Chief Executive Officer and a Director
of the Company. Includes 27,778 shares issuable upon exercise of warrants to
purchase Common Stock of the Company, 13,889 at an exercise price of $1.50 per
share and 13,889 at an exercise price of $3.00 per share. Includes 100,000
shares which may be purchased within 60 days of May 27, 1998 upon the exercise
of stock options.
(6) Includes 833,334 shares issuable upon exercise of warrants to purchase
Common Stock of the Company, 416,667 at an exercise price of $1.50 per share and
416,667 at an exercise price of $3.00 per share.
9
<PAGE>
(7) Includes 83,334 shares issuable upon exercise of warrants to purchase Common
Stock of the Company, 41,667 at an exercise price of $1.50 per share and 41,667
at an exercise price of $3.00 per share.
(8) Includes 111,112 shares issuable upon exercise of warrants to purchase
Common Stock of the Company, 83,334 at an exercise price of $1.50 per share and
27,778 at an exercise price of $3.00 per share.
(9) Includes 27,778 shares issuable upon exercise of warrants to purchase Common
Stock of the Company at an exercise price of $3.00 per share.
(10) Includes 55,556 shares issuable upon exercise of warrants to purchase
Common Stock of the Company, 27,778 at an exercise price of $1.50 per share and
27,778 at an exercise price of $3.00 per share. Also includes 46,679 shares and
27,778 warrants owned by Preston Ford, Inc. Mr. Wilson is the President of
Preston Ford, Inc., has sole voting and investment power with respect to such
shares and may be deemed to be the beneficial owner of such shares. Also
includes 111,112 shares and 111,112 warrants owned by ADB Leasing Corporation.
Mr. Wilson is the President of ADB Leasing Corporation, has sole voting and
investment power with respect to such shares and may be deemed to be the
beneficial owner of such shares. See notes 3 and 12.
(11) Includes 27,778 shares issuable upon exercise of warrants to purchase
Common Stock of the Company, 13,889 at an exercise price of $1.50 per share and
13,889 at an exercise price of $3.00 per share.
(12) Includes 27,778 shares issuable upon exercise of warrants to purchase
Common Stock of the Company, 13,889 at an exercise price of $1.50 per share and
13,889 at an exercise price of $3.00 per share.
(13) Includes 55,556 shares issuable upon exercise of warrants to purchase
Common Stock of the Company, 27,778 at an exercise price of $1.50 per share and
27,778 at an exercise price of $3.00 per share.
10
<PAGE>
PLAN OF DISTRIBUTION
The 4,097,790 shares of Common Stock of the Company offered hereby may be
offered and sold from time to time by the Selling Stockholders, or by pledgees,
donees, transferees or other successors in interest. The Selling Stockholders
will act independently of the Company in making decisions with respect to the
timing, manner and size of each sale. Such sales may be made on the American
Stock Exchange or otherwise, at prices related to the then current market price
or in negotiated transactions, including pursuant to an underwritten offering or
one or more of the following methods: (a) purchases by a broker-dealer as
principal and resale by such broker or dealer for its account pursuant to this
Prospectus; (b) ordinary brokerage transactions and transactions in which a
broker solicits purchasers; and (c) block trades in which a broker-dealer so
engaged will attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction. In effecting
sales, brokers or dealers engaged by the Selling Stockholders may arrange for
other brokers or dealers to participate. Brokers or dealers may receive
commissions or discounts from the Selling Stockholders or from the purchasers in
amounts to be negotiated immediately prior to the sale. The Selling Stockholders
may also sell such shares in accordance with Rule 144 under the 1933 Act.
The Company has agreed to use its best efforts to maintain the effectiveness of
the registration of the shares being offered hereunder until the earliest of (i)
the fifth anniversary of the effectiveness of the Registration Statement of
which this Prospectus is a part, (ii) such time as the shares of Common Stock
offered hereby by the Selling Stockholders may be sold pursuant to Section (k)
of Rule 144 of the 1933 Act and (iii) the date that the Selling Stockholders no
longer own any of the Shares being offered hereby by them.
The Selling Stockholders and any brokers participating in such sales may be
deemed to be underwriters within the meaning of the 1933 Act. There can be no
assurance that the Selling Stockholders will sell any or all of the shares of
Common Stock offered hereunder.
All proceeds from any such sales will be the property of the Selling
Stockholders who will bear the expense of underwriting discounts and selling
commissions, if any, and the Selling Stockholders' own legal fees, if any, in
connection with any such sales.
LEGALITY OF COMMON STOCK
The validity of the issuance of the shares of Common Stock offered hereby is
being passed upon for the Company by Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., Boston, Massachusetts. Richard R. Kelly, Esq., a member of Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., is the Clerk of the Company.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. owns an aggregate of 18,065
shares of Common Stock of the Company and warrants to purchase 18,065 shares of
Common Stock of the Company at an exercise price of $2.50 per share.
EXPERTS
The consolidated balance sheets of the Company as of March 31, 1998 and 1997
and the related consolidated statements of operations, stockholders' equity
and cash flows for each of the three years in the period ended March 31,
1998, incorporated by reference in this Prospectus and elsewhere in the
registration statement, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and
are incorporated herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports which include an
explanatory paragraph regarding the Company's ability to continue as a going
concern.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended March 31,1998, filed pursuant to Section
13 or 15(d) of the 1934 Act (File No. 1-9605).
(b) The Company's Amendment No. 1 to the Quarterly Report
on Form 10-Q on Form 10-QA for the fiscal quarter ended
December 31, 1997, filed pursuant to Section 13 or 15(d) of
the 1934 Act (File No. 1-9605).
(c) The Company's Current Reports on Form 8-K filed with the
Commission on June 5, 1998 and June 26, 1998.
11
<PAGE>
(d) The description of the Company's capital stock contained
in the Company's registration statement on Form 8-A under
the 1934 Act (File No. 1-9605), including amendments or
reports filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act,
prior to the filing of a post-effective amendment which indicates that all
securities covered by this Prospectus have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.
12
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following expenses incurred in connection with the sale of the securities
being registered will be borne by the Registrant. Other than the registration
fee, the amounts stated are estimates.
<TABLE>
<S> <C>
SEC Registration Fee $1,410
AMEX Fees 17,500
Legal Fees and Expenses 15,000
Accounting Fees and Expenses 5,000
Miscellaneous 4,990
TOTAL $43,900
-------
</TABLE>
The Selling Stockholders will bear the expense of their own legal counsel, if
any.
Item 15. Indemnification of Officers and Directors
Article VI.A of the Company's Restated Articles of Organization provides that no
Director of the Company shall be personally liable to the corporation or to any
of its stockholders for monetary damages for any breach of fiduciary duty by
such Director as a Director notwithstanding any provision of law imposing such
liability; provided, however, that, to the extent required from time to time by
applicable law, Article VI.A shall not eliminate the liability of a Director, to
the extent such liability is provided by applicable law, (a) for any breach of a
Director's duty of loyalty to the corporation or its stockholders, (b) for acts
or omissions not in good faith which involve intentional misconduct or a knowing
violation of law, (c) under Section 61 or Section 62 of the Business Corporation
Law of the Commonwealth of Massachusetts, or (d) for any transaction from which
the Director derived an improper personal benefit. No amendment to or repeal of
Article VI.A shall apply to or have any effect on the liability or alleged
liability of any Director for or with respect to any acts or omissions of such
Director occurring prior to the effective date of such amendment or repeal.
In addition, the Company's By-Laws provide as follows:
Article First, Section 12. Indemnity. (a) The Corporation shall
indemnify and reimburse out of the corporate funds any person (or the
personal representative of any person) who at any time serves or shall
have served as a Director, officer or employee of the Corporation, or
as a Director, officer or employee of another Corporation the majority
of the stock of which is owned by the Corporation, whether or not in
office at the time, against and for any and all claims and liabilities
to which he may be or become subject by reason of such service, and
against and for any and all expenses necessarily incurred in connection
with the defense or reasonable settlement of any legal or
administrative proceedings to which he is made a party by reason of
such service, except in relation to matters as to which he shall be
finally adjudged not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Corporation or
to the extent that such matter relates to service with respect to an
employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan. In effecting such
indemnity and reimbursement, the stockholders may enter into such
agreements and direct the officers of the Corporation to make such
payment or payments and take such other action (including employment of
counsel to defend against such claims and liabilities) as may in their
judgment be reasonably necessary or desirable. Such indemnification or
reimbursement shall not be deemed to exclude any other rights or
privileges to which such person may be entitled.
(b) The Board of Directors may by vote act to indemnify any or all
officers of the Corporation from liability for acts done by them in
good faith on behalf of the Corporation.
(c) The Directors may vote to defray the expense of defending any
claims brought against one or more Directors or other Officers on
account of any action purported to have been done in any official
capacity, and may vote to reimburse any such Director or other Officer
for any sum paid by him to settle any such claim; provided that if it
shall be finally determined by judgment or decree of any court that any
such Director or other Officer is personally liable on account of any
such claim, he shall reimburse the Company for his pro rata share of
any expense so defrayed or reimbursement so made by the Company.
(d) To the extent legally permissible, the Corporation shall indemnify
each of its Directors and Officers against all liabilities including
expenses imposed upon or reasonably incurred by him in connection with
any action, suit or other proceeding in which he may be involved or
with which he may be threatened, while in office or thereafter, by
reason
II-1
<PAGE>
of his acts or omissions as such Director or Officer, unless in such
proceeding he shall be finally adjudged liable by reason of dereliction
in the performance of his duty as such Director or Officer; provided,
however, that such indemnification shall not cover liabilities in
connection with any matter which shall be disposed of through a
compromise payment by such Director or Officer, pursuant to a consent
decree or otherwise, unless such compromise shall be approved as in the
best interests of the Corporation, after notice that it involves such
indemnification, by a vote of the Board of Directors in which no
interested Director participates, or by a vote or the written approval
of the holders of a majority of the outstanding stock at the time
having the right to vote for Directors, not counting as outstanding any
stock owned by any interested Director or Officer. The rights of
indemnification hereby provided shall not be exclusive of or affect any
other rights to which any Director or Officer may be entitled. As used
in this paragraph, the terms "Director" and "Officer" include their
respective heirs, executors and administrators, and an "interested"
Director or Officer is one against whom as such the proceedings in
question or another proceeding on the same or similar grounds is then
pending.
Item 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
4.1 Article 4 of Restated Articles of Organization of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended March 31,
1993)
4.2 By-Laws of the Registrant (incorporated by reference to Exhibit
3.2 to the Registrant's Registration Statement on Form S-18,
No. 33-14722-B, effective July 23, 1987)
4.3 Form of Common Stock Certificate (incorporated by reference
to Exhibit 10.7 to the Registrant's Registration Statement on
Form S-18, No. 33-14722-B, effective July 23, 1987)
5* Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C., with respect to the legality of the securities being
registered
23.1 Consent of Arthur Andersen LLP
23.2* Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(see Exhibit 5)
24* Power of Attorney (contained on the signature page of this
Registration Statement)
99.1* Form of Securities Purchase Agreement between Media Logic, Inc. and
each of the Selling Shareholders
99.2* Form of Warrant to Purchase Shares of Common Stock, par value $.01 per
share, of Media Logic, Inc. issued to each of the Selling Stockholders
</TABLE>
*Previously filed.
II-2
<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 1933
Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. 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 from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) (Section 230.424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent no more than a 20%
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 the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant with or furnished
to the Commission pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the 1933 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 1933 Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the 1934 Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the 1934 Act) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
C. Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8
Insofar as indemnification for liabilities arising under the 1933 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 Commission such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of such issue.
II-3
<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 Plainville, Massachusetts on July 8, 1998.
MEDIA LOGIC, INC.
By: /s/ Gregory Scorziello
----------------------
Gregory Scorziello
Chief Executive Officer and
President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- -----
<S> <C> <C>
Director and Chief July 8, 1998
/s/ Gregory Scorziello Executive Officer and President
- ------------------------ (principal executive officer)
Gregory Scorziello
/s/ John T. Loughran Controller (principal financial July 8, 1998
- ------------------------ and accounting officer)
John T. Loughran
* Director July 8, 1998
- ------------------------
Joseph L. Mitchell
*
- ------------------------ Director July 8, 1998
Francis S. Wyman
* Director July 8, 1998
- ----------------------
Raymond W. Leclerc
*
- ------------------- Director July 8, 1998
Michael Salter
</TABLE>
*By: /s/ Gregory Scorziello
----------------------
Gregory Scorziello
Attorney-in-Fact
<PAGE>
MEDIA LOGIC, INC.
INDEX TO EXHIBITS FILED WITH
FORM S-3 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page No.
<S> <C> <C>
4.1 Article 4 of Restated Articles of Organization
of the Registrant (incorporated by reference
to Exhibit 3.1 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
March 31, 1993)
4.2 By-Laws of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-18,
No. 33-14722-B, effective July 23, 1987).
4.3 Form of Common Stock Certificate
(incorporated by reference to Exhibit 0.7
to the Registrant's Registration Statement
on Form S-18, No. 33-14722-B, effective
July 23, 1987)
5* Opinion of Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C., with respect to
the legality of the securities being registered
23.1 Consent of Arthur Andersen LLP
23.2* Consent of Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C. (reference is
made to Exhibit 5)
24* Power of Attorney contained on the signature page of this
Registration Statement)
99.1* Form of Securities Purchase Agreement between
Media Logic, Inc. and each of the Selling Stockholders
99.2* Form of Warrant to Purchase Shares of Common Stock,
par value $.01 per share, of Media Logic, Inc. issued to
each of the Selling Stockholders
</TABLE>
* Previously Filed.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated May 22, 1998
included in Media Logic, Inc.'s Form 10-K for the year ended March 31, 1998
and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Boston, Massachusetts
July 10, 1998
