As filed with the Securities and Exchange Commission on June 30,
1995
Registration No. 33
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SHARED TECHNOLOGIES INC.
- - - - - - - - - - - - - -
(Exact Name of Registrant as Specified in Its Charter)
Delaware
- - - - -
(State or Other Jurisdiction of Incorporation or Organization)
87-0424558
- - - - - -
(IRS Employer Identification Number)
100 Great Meadow Road, Suite 104, Wethersfield, CT 06109
(203) 258-2400
- - - - - - - -
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
Anthony D. Autorino
- - - - - - - - - -
Chairman of the Board, President
and Chief Executive Officer<PAGE>
Shared Technologies Inc.
100 Great Meadow Road, Suite 104
Wethersfield, CT 06109
(203) 258-2400
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
The Commission is requested to send copies of all communications
to:
Harold J. Carroll, Esq.
Gadsby & Hannah
125 Summer Street
Boston, MA 02110
(617) 345-7000<PAGE>
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes
effective.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box [ ]
If any of the securities being registered on this Form are to be
offered on a related 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 ]
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 become
effective on such date as the Commission, acting pursuant to
Section 8(a), may determine.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
each class Amount to maximum maximum Amount of
of be offering aggregate registratio
securities registered price per offering n fee
to be (1) share (2) price
registered
<S> <C> <C> <C> <C>
Common
Stock, par 6,237,996 4.44 $27,696,702 $9,551
value $.004
per share
(3)
</TABLE>
(1)Pursuant to Rule 416, this registration statement also covers
such additional securities as may become issuable upon the
exercise of the Series F Preferred Stock being registered
pursuant to the antidilution provisions thereof.
(2)Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c).
(3)Includes (i) 2,137,866 shares of Common Stock heretofore
issued and outstanding; (ii) 1,000,000 shares of Common Stock
reserved for issuance upon conversion of the Series F
Preferred Stock; (iii) 588,947 shares of Common Stock reserved
for issuance upon conversion of the Series D Preferred Stock;
and (iv) 2,511,183 shares of Common Stock reserved for<PAGE>
issuance upon exercise of common stock purchase warrants (the
"Common Stock Purchase Warrants").
SHARED TECHNOLOGIES INC.
Cross-Reference Sheet Showing Location in Prospectus of
Information Required by Items of Form S-3
<TABLE>
<CAPTION>
Form S-3 Registration Statement Location in Prospectus
Item and Heading
<S> <C>
Item 1. Forepart of Cover Page of Prospectus
Registration Statement and
Outside Front Cover Page of
Prospectus
Item 2. Inside Front and Inside front cover page of
Outside Back Cover Pages of Prospectus
Prospectus
Item 3. Summary Information, "Prospectus Summary"
Risk Factors and Ratio of
Earnings to Fixed Charges
Item 4. Use of Proceeds "Use of Proceeds"
Item 5. Determination of Not applicable
Offering Price
Item 6. Dilution Not applicable
Item 7. Selling Shareholders Selling Shareholders
Item 8. Plan of Distribution Outside front cover page of
Prospectus and "Plan of
Distribution"
Item 9. Description of Not applicable
Securities to be Registered
Item 10. Interests of Named "Legal Matters" and
Experts and Counsel "Independent Auditors"
Item 11. Material Changes Not applicable
Item 12. Incorporation of "Information Incorporated by
Certain Information Reference"
by Reference<PAGE>
Item 13. Disclosure of Not applicable
Commission Position on
Indemnification for Securities
Act Liabilities
</TABLE>
SUBJECT TO COMPLETION, DATED JUNE 30, 1995
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.
PROSPECTUS
SHARED TECHNOLOGIES INC.
6,237,996 Shares of Common Stock
This Prospectus relates to the offer and sale by certain of the
Shareholders named in the "Selling Shareholders" section of this
Prospectus of up to (i) 2,137,866 shares of common stock, $.004
par value per share (the "Common Stock") of Shared Technologies
Inc. (the "Company"or "STI") which have heretofore been issued;
(ii) 1,000,000 shares of Common Stock issuable upon conversion of
outstanding shares of Series F Preferred Stock, as described
below; (iii) 588,947 shares of Common Stock issuable upon
conversion of outstanding shares of Series D Preferred Stock, as
described below; and (iv) 2,511,183 shares of Common Stock
issuable upon exercise of the Common Stock Purchase Warrants.
On July 1, 1995, each share of Series F Preferred Stock will
automatically be converted into the number of shares of fully
paid and nonassessable Common Stock derived by dividing the
number 1 by a fraction, the denominator of which is $5.00 and the
numerator of which is ninety percent (90%) of the closing price
per share of the Common Stock on the principal national
securities exchange on which the Common Stock is then listed or
admitted to trading or, if not then listed or admitted to trading
on any such exchange, on the NASDAQ National Market System, or if
not then listed or traded on any such exchange or system, the bid
price per share on the NASDAQ Small-Cap Market, averaged over the
30 trading days immediately preceding July 1, 1995. Upon such
conversion, each share of Series F Preferred Stock will be
cancelled and not subject to reissuance. Accordingly, as the
total number of shares of Common Stock into which the Series F
Preferred Stock will be converted cannot be determined until July
1, 1995, in addition to the 700,000 shares of Common Stock<PAGE>
reserved for issuance upon conversion of the 700,000 shares of
Series F Preferred Stock, this Registration Statement includes an
additional 300,000 shares of Common Stock to be reserved for
issuance upon conversion of the Series F Preferred Stock to allow
for an increase in the number of shares of Common Stock into
which the Series F Preferred Stock will be converted.
Each share of Series D Preferred Stock is convertible, at the
option of the holder thereof, at any time into one share of fully
paid and nonassessable Common Stock (subject to adjustment as
described in the Company's Restated Certificate of
Incorporation).
The Selling Shareholders and broker and dealers through whom the
shares of Common Stock are sold may be deemed "underwriters"
within the meaning of the Securities Act of 1933, as amended,
with respect to such shares of Common Stock and any profits
realized or commissions received may be deemed underwriting
compensation. See "Plan of Distribution" for certain
indemnification arrangements.
The Company will receive no part of the proceeds from the sale of
the shares of Common Stock. All expenses incurred in connection
with this offering, which expenses are not expected to exceed
$25,000, will be borne by the Company.
On June 27, 1995, the last reported sale price of the Common
Stock on the NASDAQ National Market System was $4.50 per share.
The Common Stock is traded under the symbol "STCH."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
SHAREHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE
COMMON SHARES OFFERED HEREBY NOR DOES IT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES OFFERED
HEREBY TO ANY PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCE, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
June 30, 1995<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
Page Page
Prospectus Summary 4 Plan of Distribution.. 7
Use of Proceeds 4 Legal Matters......... 8
Selling Shareholders 5 Independent Auditor... 8
</TABLE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other
information may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and should be available at the
Commission's Regional Offices at 7 World Trade Center, New York,
New York 10048, and 500 West Madison Street, Chicago, Illinois
60661. Copies of such material also can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 upon payment of the prescribed
fees. The Common Stock of the Company is quoted on the NASDAQ
National Market System under the symbol "STCH". Reports and
other information concerning the Company may be inspected at the
National Association of Securities Dealers, Inc. 1735 K Street,
N.W., Washington, D.C. 20006.
This Prospectus constitutes a part of a Registration Statement on
Form S-3 (herein, together with all amendments and exhibits,
referred to as the "Registration Statement") filed by the Company
with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus does not contain all of
the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information,
reference is hereby made to the Registration Statement.
Statements contained herein concerning the provisions of any
document are not necessarily complete, and in each instance
reference is made to the copy of such document filed as an
Exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by
such reference.
- - - - - - - - - - - - - - - - - -
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission
are hereby incorporated by reference in this Prospectus:
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 (file no. 0-17366);
(2) The Company's Proxy Statement dated April 28, 1995 in<PAGE>
connection with the Company's Annual Meeting of
Stockholders held on May 23, 1995; and
(3) The Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1995 (file no.
0-17366).
All reports and other documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Prospectus and prior to the termination of
this offering shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such
reports and documents. Any statement incorporated herein shall
be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement. Any statements so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
The Company hereby undertakes to provide without charge to each
person to whom a copy of this Prospectus has been delivered, upon
written or oral request of such person, a copy of any or all of
the foregoing documents incorporated herein by reference (other
than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents).
Requests for such documents should be made in writing to the
Company at the Company's principal executive offices at 100 Great
Meadow Road, Suite 104, Wethersfield, Connecticut 06109,
Attention: Investor Relations, or by telephone at (203) 258-
2400.<PAGE>
PROSPECTUS SUMMARY
The Company
Shared Technologies Inc., which was incorporated on January 30,
1986, its subsidiaries and affiliated partnerships (collectively,
the "Company") are engaged in providing shared tenant services
("STS") to tenants of modern, multi-tenant office buildings. As
an STS provider, the Company generally obtains the exclusive
right from a building owner (the "Owner/Developer") to install an
on-site communications system, called a private branch exchange
("PBX"), or an off-site communications system, called centrex,
and to market telecommunications and office automation services
and equipment to tenants. The STS provider often leases space
within the building for on-site support staff. STS provides an
Owner/Developer with an important building amenity and provides a
tenant with the availability of one-stop shopping for a wide
range of telecommunications and office automation equipment and
services, including basic telephone equipment, local and long-
distance network services, as well as on-site training,
maintenance and support, without any capital investment. The
Company also offers its customers data services, as well as data
processing and office automation equipment, service and support.
Additionally, the Company sells and rents cellular telephones in
numerous locations both to its existing customers and the general
marketplace.
The Company is currently negotiating for the acquisition of all
of the issued and outstanding capital stock of Office Telephone
Management, a California corporation, which provides shared
tenant services and other telecommunications services and
equipment, for the total price of $3,000,000. The purchase price
for such acquisition will consist of the payment of cash in the
amount of approximately $1,800,000 and the issuance of a
promissory note in the approximate amount of $1,200,000 payable
over a period of ten (10) years.<PAGE>
THE OFFERING
<TABLE>
<S> <C>
Securities Offered by the
Selling Shareholders........ 6,237,996* Shares
Trading..................... STI Common Stock is traded
on the NASDAQ National
Market System (Symbol:
STCH)
</TABLE>
* Includes (i) 2,137,866 shares of Common Stock heretofore
issued; (ii) 1,000,000 shares of Common Stock issuable upon
conversion of outstanding shares of Series F Preferred Stock;
(iii) 588,947 shares of Common Stock issuable upon conversion
of outstanding shares of Series D Preferred Stock; and (iv)
2,511,183 shares of Common Stock issuable upon exercise of the
Common Stock Purchase Warrants.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the
shares of Common Stock by the Selling Shareholders. However, the
Company will receive proceeds of up to $10,930,474.50 upon the
exercise of the Common Stock Purchase Warrants. The Company
cannot predict when and to what extent the holder of any such
securities will exercise their warrants, if at all. The Company
intends to apply the proceeds of any exercise of the Common Stock
Purchase Warrants to the Company's general working capital
requirements.
SELLING SHAREHOLDERS
This Prospectus relates to the offer and sale by the Shareholders
named in the "Selling Shareholders" section of this Prospectus
of up to (i) 2,137,866 shares of Common Stock which have
heretofore been issued; (ii) 1,000,000 shares of Common Stock
issuable upon conversion of outstanding shares of Series F
Preferred Stock; (iii) 588,947 shares of Common Stock issuable
upon conversion of outstanding shares of Series D Preferred
Stock; and (iii) 2,511,183 shares of Common Stock issuable upon
exercise of the Common Stock Purchase Warrants.
The following table sets forth certain information concerning the
Selling Shareholders, the number of shares to be offered and sold
by each Selling Shareholder and the amount of Common Stock that
will be owned by each Selling Shareholder following the offering.
Number
Beneficial Ownership Of Shares Beneficial<PAGE>
Prior To Offering To Be Ownership
Sold
[1] After
Offering
Securities
Convertible or
Common Exchangeable into Common
Selling Shareholders Shares Common Shares % Shares
[1] %
1. Access Trust 301,367 687,500 13.0 988,867 0 *
2. Ronald E. Scott[2] 65,755 241,250 4.0 307,005 0 *
3. Kevin Schottlaender[3] 32,878 171,250 2.7 204,128 0 *
4. Micho Spring 3,297 * 3,297 0 *
5. Thomas E. Finnerty 928 * 928 0 *
6. John J. Coleman 227 * 227 0 *
7. Richard J. Santagati 1,061 * 1,061 0 *
8. Janice Reilly 114 * 114 0 *
9. Boguslawa Cimuszko 1,137 * 1,137 0 *
10. James F. Sullivan 2,691 * 2,691 0 *
11. State Street Bank &
Trust Company 184,081 2.4 184,081 0 *
12. Philip Morris Employee
Retirement Plan 480,000 6.3 480,000 0 *
13. Dow Chemical Co.
Employee Retirement Plan 160,000 2.1 160,000 0 *
14. Maryland State
Retirement System 480,000 6.3 480,000 0 *
15. Richard K. Gordon 129,453 1.7 129,453 0 *
16. D. Lamar Smith 51,941 * 51,941 0 *
17. Cody Smith 18,612 * 18,612 0 *
18. Lamar C. Smith 34,278 * 34,278 0 *
19. Sidney Smith 18,699 * 18,699 0 *
20. S. Stuart Hellman 4,309 * 4,309 0 *
21. Charles P. Moreton 4,309 * 4,309 0 *
22. W. Telpleton
Webber Jr. 8,619 * 8,619 0 *
23. Thomas N. Amonett 2,543 * 2,543 0 *
24. Alza Corp.
Retirement Plan 26,000 20,150 * 46,150 0 *
25. American Medical
International Medical
Plan 140,000 108,500 3.3 248,500 0 *
26. NFIB Employee
Pension Plan 26,000 20,150 * 46,150 0 *
27. The Jenifer Altman
Foundation 40,000 31,000 * 71,000 0 *
28. Van Loben Sels
Foundation 26,000 20,150 * 46,150 0 *
29. Dean Witter
Foundation 26,000 20,150 * 46,150 0 *
30. BEA Profit Sharing
Trust 26,000 20,150 * 46,150 0 *
31. The Mary Ann Hamilton
Trust 20,000 15,500 * 35,500 0 *
32. The Ferris F. Hamilton
Family Trust 13,000 10,075 * 23,075 0 *
33. Andrew Heiskell 40,000 31,000 * 71,000 0 *
34. Alfred E. Heller
Trust 20,000 15,500 * 35,500 0 *
35. Edward H. Heller
Trust 20,000 15,500 * 35,500 0 *
36. Elizabeth Heller
Mandell Trust 14,000 10,850 * 24,850 0 *
37. Helen Hunt 14,000 10,850 * 24,850 0 *
38. Albert B. Wells 14,000 10,850 * 24,850 0 *
39. Barrie Ramsay Zesiger 30,000 23,250 * 53,250 0 *
40. Temple Inland Master
Trust 200,000 155,000 4.7 355,000 0 *
41. Robert J. Suslow 16,000 12,400 * 28,400 0 *
42. Albert Schreck 14,000 10,850 * 24,850 0 *
43. Wells Family Trust
S/P J. Schreck 14,000 10,850 * 24,850 0 *
44. Planned Parenthood 14,000 10,850 * 24,850 0 *
45. Frances W. Magee 14,000 10,850 * 24,850 0 *
46. Chapin School
Endowment Fund 20,000 15,500 * 35,500 0 *
47. Robert J. & Ellen
P. Moore 6,700 5,193 * 11,893 0 *
48. Morgan Trust Co.
of the Bahamas Ltd. 26,000 20,150 * 46,150 0 *
49. Norwalk Employee
Pension Fund 67,000 51,925 1.6 118,925 0 *
50. Tab Products Co.
Pension Plan 26,000 20,150 * 46,150 0 *
51. Roanoke College 26,000 20,150 * 46,150 0 *
52. Warren Otologic Group
Profit Sharing Trust 14,000 10,850 * 24,850 0 *
53. City of Milford, CT Pension
and Retirement Fund 67,000 51,925 1.6 118,925 0 *
54. Psychology Associates 3,000 2,325 * 5,325 0 *
55. Frederick L. Jacobson 4,000 3,100 * 7,100 0 *
56. Robert J. Moore Trust 7,000 5,425 * 12,425 0 *
57. Harold & Grace Willens
JTWROS 12,000 9,300 * 21,300 0 *
58. Susan M. Wells 7,000 5,425 * 12,425 0 *
59. Meehan Investment
Partnership I LP 20,000 15,500 * 35,500 0 *
60. Dr. William H. Lippy 6,000 4,650 * 10,650 0 *
61. Arthur D. Little Employee
Pension Plan 125,000 96,875 2.9 221,875 0 *
62. Emilio Bassini 20,000 15,500 * 35,500 0 *
63. Mark Arnold 20,000 15,500 * 35,500 0 *
64. Albert L. Zesiger 85,000 65,875 1.9 150,875 0 *
65. International Capital
Partners, Inc.[4] 298,957 3.9 298,957 0 *
66. Anthony D. Autorino
[5 ] 23,158 * 23,158 0 *
67. Carol F. Autorino[6] 34,736 * 34,736 0 *
68. Reddington, Inc. 15,000 * 0 *
69. Road & Show Cellular
East, Inc. 121,403
- - - - - - - - - - - - - - - - - - - -
Total 2,137,866 3,800,130 5,937,996[7] 0
_ _ _ _ _ _ _ _ _ _ _
* less than one percent
[1] Includes the Common Stock underlying the Series D Preferred
Stock, the Series F Preferred Stock and the Common Stock
Purchase Warrants.
[2] Ronald E. Scott is a director and the Vice Chairman,
Executive Vice President and Chief Operating Officer of the
Company. In June 1994, the Company purchased all of the
partnership interests of Access Telecommunication Group,
L.P., a Texas limited partnership ("Access"). Mr. Scott was
a limited partner of Access and the President and Chief
Executive Officer of Access Telemanagement, Inc., the
managing general partner of Access.
[3] Kevin Schottlaender is a Vice President of the Company. Mr.
Schottlaender was a limited partner of Access and an officer
of Access Telemanagement, Inc., the managing general partner
of Access. See Note 2 above.
[4] Ajit G. Hutheesing, a director of the Company, is the
Chairman, Chief Executive Officer and a stockholder of
International Capital Partners, Inc.
[5] Anthony D. Autorino is the Chairman, President and Chief
Executive Officer of the Company.
[6] Carol F. Autorino is the wife of Anthony D. Autorino. See
Note 5 above.
[7] Does not include 300,000 additional shares of Common Stock to
be reserved for issuance upon conversion of the Series F
Preferred Stock, which total conversion number cannot be
determined until July 1, 1995.
PLAN OF DISTRIBUTION
The sales may be offered and sold by the Selling Shareholders.
Such sales may be made in the over-the-counter market, in a
privately negotiated transaction, or otherwise, at prices and at
terms then prevailing, at prices related to then current market
prices or at negotiated prices. The shares of Common Stock may
be sold by one or more of the following methods: (a) a block
trade in which the broker or dealer so engaged will attempt to
sell the shares of Common Stock as agent but may position and
resell a portion of the block as principal in order to consummate
the transaction; (b) a purchase by a broker or dealer as
principal, and the resale by such broker or dealer for its
account pursuant to this Prospectus, including resale to another
broker or dealer; or (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In
effecting sales, brokers or dealers engaged by a Selling
Shareholder may arrange for other brokers or dealers to
participate. Any such brokers or dealers will receive<PAGE>
commissions or discounts from a Selling Shareholder in amounts to
be negotiated immediately prior to the sale. Such brokers or
dealers and any other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended. Any gain realized by such a broker or
dealer on the sale of shares of Common Stock which it purchases
as a principal may be deemed to be compensation to the broker or
dealer in addition to any commission paid to the broker by a
Selling Shareholder.
The Company will not receive any portion of the proceeds of the
shares of Common Stock sold by the Selling Shareholders but will
receive amounts upon exercise of the Common Stock Purchase
Warrants, which funds will be used for working capital. There is
no assurance that the Selling Shareholders will sell any or all
of the shares of Common Stock offered hereby.
The Company will pay certain expenses incident to the offering
and sale of the shares of Common Stock to the public. The
Company will not pay for, among other expenses, commissions and
discounts of underwriters, dealers or agents or the fees and
expenses of counsel for the Selling Shareholders. The Company
and the Selling Shareholders, severally, have agreed to indemnify
each other against certain liabilities, including liabilities
under the Securities Act of 1933.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed
upon for the Company by Gadsby & Hannah, Boston, Massachusetts.
INDEPENDENT AUDITORS
The consolidated balance sheets of the Company as of December 31,
1993 and December 31, 1994, and the related consolidated
statements of operations, cash flows and stockholders' equity for
each of the two years in the period ended December 31, 1994,
included in the Company's Annual Report on Form 10-K, for the
fiscal year ended December 31, 1994, which is incorporated by
reference in this Prospectus, has been incorporated herein in
reliance on the report of Rothstein, Kass & Company, P.C.,
independent accountants, on the authority of that firm as experts
in accounting and auditing.
The consolidated statements of operations, stockholders' equity
and cash flows for the year ended December 31, 1992 incorporated
by reference in this Prospectus have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving
said report. Reference is made to said report which includes an
explanatory paragraph that describes the litigation discussed in
Note 14 to the consolidated financial statements.<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses
payable in connection with the sale and distribution of
the securities being registered, other than
underwriting discounts and commissions. All of the
amounts shown are estimates except the SEC registration
fee. All expenses incurred in connection with this
offering, which the Company does not expect to exceed
$25,000 will be borne by the Company.
<TABLE>
<S> <C>
SEC registration fee $ 9,551.00
NASDAQ filing fee $ 0.00
Legal fees and expenses $10,000.00
- - - - - - -
Total $19,551.00
</TABLE>
Item 15. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of
Delaware permits the Registrant to indemnify an officer, director
or employee in respect of claims made by reason of his status
with the Registrant including stockholder derivative suits
provided he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Registrant, and, with respect to any criminal act or proceeding,
had no reasonable cause to believe his conduct was unlawful.
Expenses incurred in defense of such action may be paid by the
Registrant in advance of final disposition upon receipt of an
undertaking to repay if there is an ultimate determination that
he is not entitled to be indemnified.
The Delaware Supreme Court has held that the directors' duty of
care to a corporation and its stockholders requires the exercise
of an informed business judgment. Having become informed of all
material information reasonably available to them, directors must
act with requisite care in the discharge of their duties. The
Delaware General Corporation Law and Article Sixth of the
Company's Restated Certificate of Incorporation exonerate the
Company's directors from personal liability to the Company or its
stockholders for monetary damages for breach of fiduciary duty of
care as a director, with certain exceptions. The exceptions
include breach of a director's duty of loyalty, acts or omissions
not in good faith or which involve intentional misconduct or
knowing violations of law, improper declaration of dividends and
transactions from which the director derived an improper personal
benefit. The limitation of liability provision does not
eliminate a stockholder's right to seek non-monetary, equitable<PAGE>
remedies such as injunction or rescission to redress an action
taken by directors. However, as a practical matter, equitable
remedies may not be available in all situations, and there may be
instances in which no effective remedy is available.
At present, there is no pending litigation or proceeding
involving a director, officer, employee or agent of the Company
where indemnification will be required or permitted. The Company
is not aware of any threatened litigation or proceeding which may
result in a claim for such indemnification.
Item 16. Exhibits
4.1 Restated Certificate of Incorporation of the Company,
dated June 30, 1994 and filed October 17, 1994, as
amended to date.
4.2 Amended and Restated Bylaws of the Company, as amended
to date.
5.1 Opinion of Gadsby & Hannah.
23.1 Consent of Rothstein, Kass & Company, P.C.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Counsel (included in Exhibit 5.1).
- - - - - - - - - -
Item 17. Undertakings
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
1. For purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange 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.<PAGE>
2. For purposes of determining any liability under the
Securities Act, the information omitted from the form of
Prospectus filed as part of this Registration Statement in
reliance upon 430A and contained in a form of Prospectus filed by
the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under
the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
3. For purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a
form of Prospectus 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.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Shared Technologies Inc. certifies that it has reasonable grounds
to believe that it meets all requirements for filing on Form S-3
and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Wethersfield, State of Connecticut, on the 30th day of
June, 1995.
SHARED TECHNOLOGIES INC.
By: /s/ Anthony D. Autorino
- - - - - - - - - - - - -
Anthony D. Autorino, Chairman,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:
Signature Title Date
/s/ Anthony D. Autorino Chairman, President
- - - - - - - - - - - - and Chief Executive
Anthony D. Autorino Officer June 30, 1995
Senior Vice
President-
Administration and
/s/ Vincent DiVincenzo Finance, Chief
- - - - - - - - - - - - Financial Officer
Vincent DiVincenzo and Director June 30, 1995
President-Shared
/s/ James D. Rivette Tenant Services
- - - - - - - - - - - - - Division and
James D. Rivette Director June 30, 1995
Vice Chairman,
Executive Vice
/s/ Ronald E. Scott President, Chief
- - - - - - - - - - Operating Officer
Ronald E. Scott and Director June 30, 1995
/s/ William A. DiBella
- - - - - - - - - -
William A. DiBella Director June 30, 1995
- - - - - - - - - -
Herbert L. Oakes, Jr.
Director June 30, 1995<PAGE>
- - - - - - - - - - -
Lewis M. Rambo Director June 30, 1995
- - - - - - - - - - -
Jo McKenzie Director June 30, 1995
- - - - - - - - - - -
Ajit Hutheesing Director June 30, 1995
/s/ Thomas A. Decker
- - - - - - - - - - -
Thomas A. Decker Director June 30, 1995
