As filed with the Securities and Exchange Commission on May 24, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
APPLIED BIOMETRICS, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1508112
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
501 East Highway 13, Suite 108
Burnsville, Minnesota 55337
(612) 890-1123
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive office)
Joseph A. Marino
Chief Executive Officer
Applied Biometrics, Inc.
501 East Highway 13, Suite 108
Burnsville, Minnesota 55337
(612) 890-1123
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies To:
Patrick Delaney
Lindquist & Vennum P.L.L.P.
4200 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
Telephone: (612) 371-3281
Approximate date of commencement of proposed sale to public: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /__/
If any of the securities being registered on this Form are 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 earliest effective registration statement
for the same offering: /__/
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: /__/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Each Class of Amount to be Offering Price Offering Registration
Securities to be Registered Registered Per Unit(1) Price(1) Fee
------------ --------------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Common Stock, $.01 par value 946,000 $20.375 $19,274,750 $ 6,647
------- ------- ----------- ---------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee based
on the average of the closing bid and asked prices of the Company's Common
Stock on the Nasdaq SmallCap Market on May 23, 1996 pursuant to Rule
457(c).
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 THAT 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.
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 such State.
SUBJECT TO COMPLETION, DATED MAY 24, 1996
PROSPECTUS
APPLIED BIOMETRICS, INC.
946,000 SHARES OF
COMMON STOCK
This Prospectus relates to the offering of up to 946,000 shares (the
"Shares") of Common Stock, $.01 par value, of Applied Biometrics, Inc. (the
"Company") which may be offered from time to time by the individuals named
herein (the "Selling Shareholders"), 86,000 shares of which are issuable by the
Company to certain of the Selling Shareholders upon the exercise of outstanding
warrants to purchase Common Stock (the "Warrants"). The Company will receive
proceeds upon the exercise of the Warrants, but will not receive any of the
proceeds from the sale of the Shares by the Selling Shareholders. See "Use of
Proceeds."
The Company will bear all expenses of the offering hereunder other than
underwriting discounts and commissions incurred in connection with the sale of
the Shares by the Selling Shareholders. The Company's Common Stock is traded on
the Nasdaq SmallCap Market under the symbol "ABIO". The closing bid and asked
prices of the Company's Common Stock on May 23, 1996 were $20.00 and $20.75
respectively, as reported by Nasdaq.
SEE "RISK FACTORS" ON PAGES 4 THROUGH 7 FOR INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
The Warrants and 860,000 of the Shares were originally issued by the
Company in February and March 1996 to the Selling Shareholders. The Selling
Shareholders have advised the Company that they intend to sell the Shares from
time to time in transactions on the Nasdaq SmallCap Market at prices prevailing
at the time of the sale or otherwise as set forth below. See "Plan of
Distribution."
The Selling Shareholders have advised the Company that, as of the date
hereof, they have made no arrangements with any brokerage firm for the sale of
the Shares. The Selling Shareholders may be deemed to be "underwriters" within
the meaning of the Act, in which case any commissions received by a broker or
dealer may be deemed to be underwriting commissions or discounts under the Act.
See "Plan of Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE 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.
<TABLE>
<CAPTION>
Underwriting
Discounts and Proceeds to Proceeds to Selling
Price to Public Commissions Company Shareholders
<S> <C> <C> <C> <C>
Per Share................... $20.375 (1) (2) None $20.375 (1)
Total....................... $19,274,750(1) (2) None $19,274,750 (1)
</TABLE>
(1) Estimated based on a per share price of $20.375 as of May 23, 1996 and
assumes the sale of all Shares by the Selling Shareholders, with no
adjustment for commissions, discounts, brokerage and other fees that may be
paid by the Selling Shareholders, or expenses of the offering to be paid by
the Company.
(2) Commissions, discounts and brokerage fees will be payable by the Selling
Shareholders in such amounts as the Selling Shareholders may agree to from
time to time.
THE DATE OF THIS PROSPECTUS IS ___________, 1996
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy and information
statements and other information can be inspected and copied at the public
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C., and the Commission's regional offices located at 7 World Trade
Center, 14th Floor, New York, New York 10048, and Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained at prescribed rates from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.
The Company has filed with the Commission a registration statement
under the Securities Act of 1933 with respect to the shares offered hereby. This
Prospectus does not contain all information set forth in such registration
statement. For further information with respect to the Company and the shares
offered hereby, reference is made to such registration statement, including the
exhibits and financial schedules filed as part thereof. Such information may be
inspected in the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. Copies thereof may be obtained from the Commission
at prescribed prices.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission, are incorporated by reference in this Prospectus: (i) the Company's
Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995; (ii)
the Company Quarterly Report on Form 10-QSB for the quarter ended March 31,
1996; (iii) the Company's Proxy Statement for the Annual Shareholders Meeting
held on May 15, 1996; and (iv) the description of the Company's Common Stock
contained in Amendment No. 1 to the Company's Form 8-A Registration Statement
dated July 29, 1993. All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15 of the 1934 Act after the date of this Prospectus and
prior to the termination of the offering of securities contemplated hereby shall
also be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded hereby to the extent that a
statement contained herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus has been delivered, upon the written or oral request of such
person, a copy of any or all of the documents which are incorporated by
reference into this Prospectus, other than exhibits to such documents (unless
such exhibits are specifically incorporated by reference in such documents.)
Requests for such copies should be directed to Gerald Prescott, Applied
Biometrics, Inc., 501 E. Highway 13, Burnsville, Minnesota 55337, telephone
number (612) 890-1123.
THE COMPANY
Applied Biometrics, Inc. (the "Company") develops and manufactures
cardiac output monitoring devices for use in operating rooms and intensive care
units. Medical practitioners recognize the importance of measuring cardiac
output (the volume of blood pumped to the body by the heart) as a means of
patient monitoring in the critical care environment because it is a fundamental
indicator of the physical stability of a patient. The Company's products are
designed to meet the needs of the critical care environment for devices that
provide useful, reliable, high quality cardiac output information that can be
continuously monitored at relatively low cost with minimum difficulty of access
and interpretation.
Since January 1994, the Company has focused its efforts primarily in
developing the Extravascular Doppler ("EVD") probe, which uses the Company's
ABCOM 2000 Cardiac Output Monitor ("ABCOM 2000 Monitor") described below. The
EVD probe is a device that is placed into the body during open-chest operations
to monitor cardiac output during surgery and the post-operative recovery period.
The EVD probe is a single-use disposable product that is attached by the surgeon
directly to the ascending aorta (or sometimes to the pulmonary artery). A
transducer mounted on the distal end of the EVD probe transmits an ultrasound
signal through the blood vessel. The cardiac output is computed by measuring the
diameter of the blood vessel and the velocity with which the blood passes
through the ascending aorta. This provides accurate blood flow measurement
during open-chest surgery and the post-operative period of intensive care. A
patented release mechanism on the EVD probe allows it to be removed
nonsurgically. In November 1995, the Company began marketing the EVD to a small
segment of its target market for testing and evaluation. The Company believes
the EVD probe is now in its final stages of development.
The Company's initial target market for the EVD probe is the pediatric
surgery market. Due to the small size of pediatric surgical patients, there is
no competing product which can measure cardiac output in infants and small
children. In addition, the number of pediatric surgeons is relatively small. The
Company expects that the lack of competition and the small number of potential
customers will allow it to quickly penetrate an important market where the
utility and efficacy of the EVD probe can be demonstrated.
The Company in the past developed and began to market its Transtracheal
Doppler ("TTD") device, a single-use disposable endotracheal tube with an
integrated transducer, which, when inserted into the trachea, transmits an
ultrasound signal directed to the ascending aorta to determine cardiac output.
The TTD device provided a minimally invasive means of measuring cardiac output.
Due to technical difficulties, the Company discontinued active marketing of the
TTD device in 1991. The Company intends to begin a research and development
project designed to bring the TTD device back to market in the first half of
1997, but no assurance can be given that this project will result in the
re-introduction of the TTD device or that the TTD device will be successful if
it is re-introduced.
Cardiac output, as determined by both the Company's EVD probe and TTD
device, is displayed on the Company's ABCOM 2000 monitor. The ABCOM 2000 monitor
utilizes proprietary software developed by the Company to indicate cardiac
output and show, in wave form, the velocity of blood flow and blood flow
direction. It also indexes cardiac output by dividing cardiac output by body
surface area, has a menu instruction or prompt sequence to lead the physician
through proper operation and displays instructions concerning entry of data for
the monitor. During the post-operative period, the monitor provides attending
physicians and other medical personnel continuous, real-time monitoring of
cardiac output. The monitor also provides trending and other significant
information, including vessel diameter, average blood velocity and stroke
volume.
The Company is a Minnesota corporation organized in 1984. The executive
offices of the Company are located at 501 E. Highway 13, Burnsville, Minnesota
55337, and its telephone number is (612) 890-1123.
RISK FACTORS
An investment in the Common Stock is speculative in nature and involves a high
degree of risk. In addition to other information in this Prospectus, the
following risk factors should be considered carefully by potential investors in
evaluating an investment in the Common Stock offered hereby. This Prospectus,
including the information incorporated by reference herein, contains forward-
looking statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. Actual results
could differ significantly from those projected in the forward-looking
statements as a result, in part, of the risk factors set forth below. In
connection with the forward-looking statements which appear in these
disclosures, prospective purchasers of the Common Stock offered hereby should
carefully review the factors set forth in this Prospectus under "Risk Factors."
DELAYS IN DEVELOPMENT AND SALE OF PRODUCTS
The development of the EVD probe and the ABCOM 2000 monitor is
substantially complete while the TTD device requires additional development
before clinical trials can begin. The Company's ability to succeed is dependent
upon the successful completion of the development of its products. The Company
has encountered problems in the engineering and manufacture of the EVD probe
which have resulted in delaying the roll out of the product, which was
originally projected to occur in late 1993 or early 1994. Failure of the Company
to successfully complete the development of the EVD probe or, if successfully
developed, to successfully market the EVD probe as now developed or as altered
and improved hereafter could inhibit the Company's ability to continue
operations. Failure of the Company to successfully solve the technical
difficulties relating to the TTD device and to achieve marketing success with
that product would inhibit the Company's ability to achieve its future growth
potential.
HISTORY OF LOSSES; ACCUMULATED DEFICIT
The Company was incorporated in 1984 and has experienced losses in each
year of its operations since inception. Its accumulated deficit at March 31,
1996 was $11,398,411. The Company anticipates continuing operating losses in the
foreseeable future. The Company is in the process of beginning to establish
commercial introduction of the EVD probe to the pediatric cardiovascular market.
There can be no assurance that the commercial introduction of the EVD probe will
be successful or that the Company will be able to redevelop and commercially
market its TTD device. Nor can there be assurance that the Company will ever be
able to generate sufficient revenues or net cash flow from operations or to
attain and maintain profitable operations.
UNCERTAINTY OF PRODUCT ACCEPTANCE; OBSOLESCENCE OF TECHNOLOGY
In November 1995, the Company shipped a limited number of EVD probes
before determining that certain correctable problems existed with respect to
catheter connectors made by the Company. The Company has corrected these
problems and redelivered those products. The Company originally introduced the
TTD device in 1989 and, due to technical difficulties, discontinued the active
marketing of that product in 1991. The EVD probe is based upon the same
technology as the TTD device. Although the Company's experience indicates that
there is demand for such products, no assurance can be given that the EVD probe
or the TTD device, which the Company intends to redevelop, will be accepted by
the market. Failure of the EVD probe to gain market acceptance would have a
significant adverse effect on the Company's future revenues and earnings and
could inhibit the Company's ability to continue operations. Failure of the TTD
device to gain market acceptance would inhibit the Company's ability to achieve
its future growth potential. Even if the Company's products are successfully
developed and accepted, they may be made obsolete by significant technological
change or innovation in the marketplace. There can be no assurance that the
development of the Company's technologies or products will be successfully
completed or accepted by the market.
POSSIBLE VOLATILITY OF STOCK PRICE
The stock markets have experienced price and volume fluctuations,
resulting in changes in the market prices of the stock of many companies which
may not have been directly related to the operating performance of those
companies. Such broad market fluctuations may adversely affect the market price
of the Common Stock following this offering. In addition, the market price of
the Company's Common Stock has increased significantly since February 1996. The
Company believes that factors such as indications of the market's acceptance of
the Company's products and failure to meet market expectations could cause the
market price of the Common Stock to fluctuate substantially.
LACK OF ASSEMBLY AND MANUFACTURING EXPERIENCE
The Company expects to begin the manufacture and assembly of the EVD
probe in commercial quantities in the first half of 1996. There can be no
assurance that the Company will be able to successfully attract and retain the
personnel and make commercial arrangements with third party manufacturers
necessary to produce its products on a commercial basis. Inability of the
Company to provide its product to potential purchasers on a timely basis could
have a significant adverse effect on the Company's future earnings and revenues.
EXTENSIVE GOVERNMENT REGULATION
The Company's products are medical devices regulated by the United
States Food and Drug Administration (the "FDA"). Such regulations extend to
manufacturing practices, the conduct of clinical investigations, premarket
approval, record keeping and reporting requirements and labeling, among other
matters. The Company has obtained clearance for commercial marketing of the TTD
device, EVD probe and ABCOM 2000 monitor from the FDA. However, further
development of the TTD device may require further FDA clearance prior to
commercial marketing. In addition, other medical devices that the Company might
develop may also be subject to FDA regulation. Although the Company has
clearance to market its current products, there can be no assurance that the
Company will be able to obtain FDA clearance for commercial marketing of its
products if they require further development which requires additional
clearance. Even if further FDA clearance is required and received, government
regulation may have an adverse impact on the timing and cost of new product
introductions, may interfere with the marketing of existing products and may
require the recall of products from customer locations.
DEPENDENCE ON HEALTH CARE REIMBURSEMENT
The Company's ability to commercialize its products successfully may
depend in part on the extent to which reimbursement for the cost of such
products and related treatments will be available from governmental health
administration authorities, private health insurers and other organizations.
Government and other third party payors are increasingly challenging the prices
of medical products and services. Uncertainty exists as to the reimbursement
status of new health care products, and there can be no assurance that adequate
third-party coverage will be available to enable the Company to maintain price
levels sufficient to realize an appropriate return on its investment in product
development. The federal government has imposed payment rates for Diagnosis
Related Groups ("DRGs") and prospective reimbursement programs that provide
economic incentives for healthcare institutions to reduce operating costs.
Although the Company believes that its products will ultimately reduce the cost
of patient care, these reimbursement programs may adversely affect sales of the
Company's products. If adequate coverage and reimbursement levels are not
provided by government and other third party payors for use of the Company's
products, the market acceptance of these products could be adversely affected.
The Company has not obtained, and does not expect to obtain in the near future,
a specific Current Procedural Terminology ("CPT") code relating to Medicare
reimbursement for its products. It believes, however, that reimbursement for its
products may be available under existing CPT codes for the measurement of
cardiac output by other means. In addition, future changes in the system of
health care reimbursement may also adversely affect the Company's future
revenues and earnings.
DEPENDENCE ON KEY PERSONNEL
The Company's ability to develop and market its products and to achieve
and maintain a competitive position depends, in large part, on its ability to
attract and retain qualified personnel. Competition for such personnel is
intense and there can be no assurance that the Company will be able to attract
and retain such personnel. In particular, the Company is presently dependent
upon the services of Joseph A. Marino, the Chairman of its Board of Directors,
Chief Executive Officer and President. The loss of Mr. Marino's services could
have an adverse effect on the Company and there would likely be a difficult
transition period in finding a replacement for him. The Company does not have
and may not be able to obtain at reasonable rates key person life insurance
covering Mr. Marino.
COMPETITION
The markets for the Company's products are highly competitive. Present
competitors in the cardiac output measurement field tend to be large,
established companies with research and development, marketing, production,
sales, financial and other resources far greater than those of the Company.
There can be no assurance that the Company's present products will be able to
compete successfully with existing or future competitive products or that the
Company will be able to develop or acquire additional products or otherwise
effectively respond to new products or technological advances developed by
competitors.
POTENTIAL PRODUCT LIABILITY
The risk of claims for product liability exists for all manufacturers
of medical devices, including the Company. If a product liability claim were to
be successfully asserted against the Company, it could have a material adverse
effect on the Company's financial condition. The Company has product liability
insurance coverage of $3,000,000 per year, which the Company believes will be
adequate to cover the risks associated with its product sales. There is no
assurance, however, that such coverage will be sufficient to cover all claims
brought against the Company or that the Company will be able to maintain such
insurance at affordable rates or obtain additional insurance covering new
products.
DEPENDENCE ON KEY SUPPLIERS
There are multiple sources for most of the components used in the
Company's products. Several components, however, are currently available from
only a limited number of vendors. The inability to obtain such components on a
timely basis from such vendors would have an adverse impact on the Company's
ability to fill orders from its customers.
RELIANCE ON PATENT AND PROPRIETARY RIGHTS
The Company relies heavily on its proprietary technologies and has
received domestic and foreign patents on certain aspects of its present
products. The Company has also sought to protect its products through the
registration of trademarks and trade names. However, there can be no assurance
that the steps taken by the Company will be adequate to prevent the
misappropriation of its intellectual properties or that its current products do
not, or that its future products will not, infringe on the rights of third
parties. In the event that the Company is found to have infringed on the rights
of a third party, the Company may be unable to market it products without a
license from such third party. There is no assurance that the Company would be
able to obtain such a license on satisfactory terms, or at all.
NEED FOR ADDITIONAL CAPITAL
Although the Company believes that its current funds together with cash
expected to be generated from operations will enable the Company to meet its
liquidity and capital needs for the foreseeable future, additional financing may
be required to pursue its business plans and carry on future operations. There
can be no assurance that such additional financing, if needed, will be available
to the Company or, if available, that it would be on terms acceptable or
favorable to the Company. Additional financing could involve the sale of equity
securities, which could result in significant dilution to the Company's existing
shareholders.
ABSENCE OF DIVIDENDS
The Company has not paid any dividends on its capital stock since its
incorporation and does not intend to pay dividends in the foreseeable future.
USE OF PROCEEDS
The Company will receive the proceeds from the exercise of the
Warrants, which have an exercise price of $6.00 per share. If the maximum number
of shares issuable under the Warrants are exercised, the Company's proceeds
therefrom, after expenses of this Offering (estimated at $16,000), will be
$500,000.
The Company received net proceeds of $4,585,000 upon the issuance of
860,000 of the Shares to the Selling Shareholders. The Company intends to use
the net proceeds from the sale of such Shares to the Selling Shareholders and
from the exercise of the Warrants for the following purposes: (i) fund sales and
marketing of the EVD probe and TTD device ($750,000); (ii) fund expansion of
research and development for the TTD device ($1,000,000); (iii) fund expansion
of manufacturing ($500,000); and (iv) working capital and general corporate
purposes ($2,835,000). The Shares will be offered solely by the Selling
Shareholders and none of the proceeds of sale thereof will be received by the
Company.
SELLING SHAREHOLDERS
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock by the Selling Shareholders
as of May 15, 1996, and as adjusted to reflect the sale of the Shares.
<TABLE>
<CAPTION>
Shares to be Shares to be
Beneficially Maximum Beneficially
Owned Prior Number of Owned After
to Offering Shares to the Offering
Name Number Percent be Sold Number(1) Percent
<S> <C> <C> <C> <C> <C>
Special Situations Fund III, L.P. 185,134 4.6% 174,934 10,200 *
Curran Partners 133,333 3.3% 133,333 0 0
David B. Johnson 132,250(2) 3.3% 69,250(2) 63,000 1.6%
Special Situations Cayman Fund, L.P. 73,400 1.8% 58,400 15,000 *
Paul R. Kuehn 52,250(2) 1.3% 52,250(2) 0 0
Scudder Development Fund 50,000 1.2% 50,000 0 0
William C. Corneliuson 292,167 7.3% 41,667 250,500 6.2%
Pyramid Partners, L.P. 40,000 * 40,000 0 0
Aaron Boxer Revocable Trust 279,000 6.9% 29,000 250,000 6.2%
Gerald J. Bratter 67,000(3) 1.7% 25,000 42,000(3) 1.0%
Industricorp & Co., Inc. 25,000 * 25,000 0 0
Kenneth R. Parker IRA 20,000 * 20,000 0 0
John P. Curran IRA 16,667 * 16,667 0 0
Mary Ann Rahm Trust 14,500 * 14,500 0 0
Eldon C. Miller 10,750(2) * 10,750(2) 0 0
Stanley D. Rahm 51,550(2) 1.3% 10,750(2) 40,800 1.0%
Jeff Dobbs 10,000 * 10,000 0 0
H. James Roitenberg 10,000 * 10,000 0 0
Quest Venture Partners 10,000 * 10,000 0 0
Richard W. Perkins Trust 10,000 * 10,000 0 0
Ellis Limited Partnership 10,000 * 10,000 0 0
Odin Partners, L.P. 8,333 * 8,333 0 0
John P. Curran Retirement Trust 8,333 * 8,333 0 0
Curran Family Partnership 8,333 * 8,333 0 0
Kenneth B. Heithoff 7,500 * 7,500 0 0
Marshall Siegel IRA 5,000 * 5,000 0 0
Corrinne G. Birnberg &
Reuben Birnberg 5,000 * 5,000 0 0
Jeffrey D. Rahm 5,000 * 5,000 0 0
Marvin Goldstein 10,000 * 5,000 5,000 *
Nathaniel S. Thayer 323,745 8.1% 5,000 318,745 7.8%
Harold Roitenberg TTEE 5,000 * 5,000 0 0
Daniel S. Perkins & Patrice
M. Perkins, Joint Tenants 5,000 * 5,000 0 0
Piper Jaffray as Custodian
Harold Roitenberg IRA 5,000 * 5,000 0 0
Joseph F. Bocklage & Berva
L. Bocklage, JT/WROS 5,000 * 5,000 0 0
William R. Kennedy 5,000 * 5,000 0 0
Gary S. Holmes 5,000 * 5,000 0 0
Strickland Family Limited
Partnership 5,000 * 5,000 0 0
John F. Rooney 5,000 * 5,000 0 0
Dave M. Westrum 5,000 * 5,000 0 0
David R. Weir 5,000 * 5,000 0 0
William R. Kennedy and
Marla C. Kennedy, Joint Tenants 4,000 * 4,000 0 0
Erika Arneson & Jon Arneson 3,500 * 3,500 0 0
MB Partnership 3,500 * 3,500 0 0
Cathy J. Bratter 13,000 * 3,000 10,000 *
Todd W. Miller 3,000 * 3,000 0 0
--------- ---- ------- ------- ----
Total 1,951,245 47.6% 946,000 1,005,245 24.5%
========= ==== ======= ========= ====
</TABLE>
*Less than 1%
(1) Assumes the sale of all the Shares offered hereunder.
(2) Includes the following number of Shares issuable by the Company upon the
exercise of the Warrants: Mr. Johnson, 32,250 shares; Mr. Kuehn, 32,250
shares; Mr. Miller, 10,750 shares; and Mr. Rahm, 10,750 shares. Does not
include shares which were held in the Miller Johnson & Kuehn, Incorporated
trading account as a market maker in the Company's Common Stock on May 15,
1996. The position of the market maker account fluctuates frequently and
may be long or short at any given time.
(3) Includes 2,000 held by Mr. Bratter's wife.
PLAN OF DISTRIBUTION
The Company has been advised that the Selling Shareholders may sell the
Shares, from time to time, in one or more transactions (which may include block
transactions) on the Nasdaq SmallCap Market at market prices prevailing at the
time of the sale or at prices otherwise negotiated.
The Shares may, without limitation, be sold by one or more of the
following: (i) a block trade in which the broker or dealer so engaged will
attempt to sell the securities as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (ii) purchases by a broker
or dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus; and (iii) ordinary brokerage transactions and
transactions in which the broker solicits purchasers.
The Company has been advised that, as of the date hereof, the Selling
Shareholders have made no arrangement with any broker for the sale of the
Shares. Underwriters, brokers or dealers may participate in such transactions as
agents and may, in such capacity, receive brokerage commissions from the Selling
Shareholders or purchasers of such securities. Such underwriters, brokers or
dealers may also purchase Shares and resell such Shares for their own account in
the manner described above. The Selling Shareholders and such underwriters,
brokers or dealers may be considered "underwriters" as that term is defined by
the Securities Act of 1933, although the Selling Shareholders disclaim such
status. Any commissions, discounts or profits received by such underwriters,
brokers or dealers in connection with the foregoing transactions may be deemed
to be underwriting discounts and commissions under the Securities Act of 1933.
LEGAL MATTERS
The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Lindquist & Vennum P.L.L.P., Minneapolis,
Minnesota. Patrick Delaney, a partner in Lindquist & Vennum P.L.L.P., is a
Director and a holder of Common Stock and options to purchase Common Stock of
the Company.
EXPERTS
The financial statements of the Company incorporated in this Prospectus
by reference to the Annual Report on Form 10-KSB of Applied Biometrics, Inc. for
the year ended December 31, 1995 have been so incorporated on reliance on the
report of Price Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in accounting and auditing.
INDEMNIFICATION
The Company's Articles of Incorporation eliminate or limit certain
liabilities of its directors and the Company's Bylaws provide for
indemnification of directors, officers and employees of the Company in certain
instances. Insofar as exculpation of, or indemnification for, liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers
or persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and Exchange
Commission such exculpation or indemnification is against public policy as
expressed in the Act and is therefore unenforceable.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14: OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC registration fee $ 6,647
Accounting fees and expenses 1,500
Legal fees and expenses 6,000
Miscellaneous 1,853
-------
Total $16,000
=======
Except for the SEC fee, all of the foregoing expenses have been
estimated.
ITEM 15: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 302A.521 of the Minnesota Statutes requires, among other
things, the indemnification of persons made or threatened to be made a party to
a proceeding by reason of acts or omissions performed in their official capacity
as an officer, director, employee or agent of the corporation against judgments,
penalties and fines (including attorneys' fees) if such person is not otherwise
indemnified, acted in good faith, received no improper benefit, reasonably
believed that such conduct was in the best interests of the corporation, and, in
the case of criminal proceedings, had no reason to believe the conduct was
unlawful. In addition, Section 302A.521, subd. 3, of the Minnesota Statutes
requires payment by the corporation, upon written request, of reasonable
expenses in advance of final disposition in certain instances if a decision as
to required indemnification is made by a disinterested majority of the Board of
Directors present at a meeting at which a disinterested quorum is present, or by
a designated committee of the Board, by special legal counsel, by the
shareholders or by a court.
The Company's Bylaws provide for the indemnification of its directors,
officers, employees, and agents in accordance with, and to the fullest extent
permitted by, the provisions of the Minnesota Business Corporation Act, as
amended from time to time.
ITEM 16. EXHIBITS
Exhibit No. Description
5.1 Opinion and Consent of Lindquist & Vennum P.L.L.P., counsel to the Company
23.1 Consent of Price Waterhouse LLP, independent certified public accountants
23.2 Consent of Lindquist & Vennum P.L.L.P. (see Exhibit 5.1 above)
24 Powers of Attorney (included on signature page hereof)
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the Prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
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 pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, 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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing a Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Burnsville, State of Minnesota, on the 23rd day of
May, 1996.
APPLIED BIOMETRICS, INC.
By /s/ Joseph A. Marino
Joseph A. Marino
Chairman of the Board,
Chief Executive Officer
and President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Joseph A. Marino and Patrick Delaney such person's true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution
for such person and in such person's name, place and stead, in any and all
capacities, to sign any or all amendments to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person, hereby ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on May 23, 1996
in the capacities indicated.
Signature Title
/s/ Joseph A. Marino Chairman of the Board, Chief Executive Officer
Joseph A. Marino and President (principal executive officer)
/s/ Gerald Prescott Vice President and Chief Financial Officer
Gerald Prescott (principal financial and accounting officer)
/s/ William E. Engbers Director
William E. Engbers
/s/ Patrick Delaney Director
Patrick Delaney
/s/ George E. Kline Director
George E. Kline
/s/ Peter R. Peterson Director
Peter R. Peterson
LETTERHEAD OF LINDQUIST & VENNUM P.L.L.P.
PATRICK DELANEY
612/371-3281
Exhibit 5.1
May 23, 1996
Applied Biometrics, Inc.
501 East Highway 13
Burnsville, MN 55337
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3 filed by
Applied Biometrics, Inc. (the "Company") with the Securities and Exchange
Commission on May 23, 1996 relating to a public offering of up to 946,000 shares
of Common Stock, $.01 par value, to be offered by the Selling Shareholders,
please be advised that as counsel to the Company, upon examination of such
corporate documents and records as we have deemed necessary or advisable for the
purposes of this opinion, it is our opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Minnesota.
2. The shares of Common Stock being offered by the Selling Shareholders
have been validly issued and are fully paid and nonassessable, or, if
such shares will be sold upon exercise of outstanding warrants, will
be legally issued, fully paid and nonassessable when issued and paid
for us contemplated by their respective warrant agreements.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the heading
"Legal Matters" in the Prospectus comprising a part of the Registration
Statement.
Very truly yours,
LINDQUIST & VENNUM P.L.L.P.
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 19, 1996 appearing on page F-1 of Applied Biometrics, Inc.'s Annual
Report on Form 10-KSB for the year ended December 31, 1995. We also consent to
the reference to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Minneapolis, Minnesota
May 23, 1996
