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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 1996
Registration No. 333-04123
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COMPUTER INTEGRATION CORP.
(Exact name of Registrant as specified in its charter)
DELAWARE 65-0506623
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7900 GLADES ROAD, SUITE 440, BOCA RATON, FLORIDA 33434
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(Address of Principal Executive Offices) (Zip Code)
COMPUTER INTEGRATION CORP. 1994 STOCK OPTION PLAN, AS AMENDED, AND
1994 EMPLOYEE INCENTIVE PLAN
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(Full title of the plan)
RONALD G. FARRELL
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
COMPUTER INTEGRATION CORP.
7900 GLADES ROAD, SUITE 440
BOCA RATON, FLORIDA
(407) 482-6678
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(Name, address and telephone number, including
area code, of agent for service)
COPY TO:
DONN A. BELOFF, ESQ.
HOLLAND & KNIGHT
ONE EAST BROWARD BOULEVARD, SUITE 1300
FORT LAUDERDALE, FLORIDA 33302
305-525-1000
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EXPLANATORY NOTE
The first part of this Registration Statement has been prepared in
accordance with the requirements of Form S-8 and is intended to be used to
register shares to be issued and sold pursuant to the Registrant's 1994 Stock
Option Plan, as amended, and 1994 Employee Incentive Plan (the "Plans"). The
Prospectus filed as part of this Registration Statement has been prepared in
accordance with the requirements of Form S-3 and may be used for reofferings or
resales of common stock previously acquired or to be acquired by the
participants in the Plans who are deemed control persons of the Registrant.
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REOFFER PROSPECTUS
COMPUTER INTEGRATION CORP.
Principal Executive Offices:
7900 Glades Road
Suite 440
Boca Raton, Florida 33434
(561) 482-6678
560,940 SHARES OF COMMON STOCK
$.001 PAR VALUE PER SHARE
The shares of Common Stock, $.001 par value, of Computer
Integration Corp. (the "Company") offered hereby (the "Shares") are being sold
by certain executive officers and/or directors of the Company (the "Selling
Stockholders"). The Shares have been or may be acquired by the Selling
Stockholders from time to time from the Company upon the exercise of options
to purchase such Shares granted to the Selling Stockholders by the Company
pursuant to the Company's 1994 Stock Option Plan, AS AMENDED, and pursuant to
the 1994 Employee Incentive Plan (collectively the "Plans"). Options to
purchase 560,900 Shares authorized pursuant to the Plans, and 40 Shares issued
pursuant to the Plans, are currently held by the Selling Stockholders. See
"Selling Stockholders."
It is anticipated that the Shares may be offered for sale by
one or more of the Selling Stockholders, in their discretion, on a delayed or
continuous basis from time to time in transactions in the open market at prices
prevailing at the time of sale on the NASDAQ SmallCap Market System, or in
negotiated transactions. Such transactions may be effected directly by the
Selling Stockholders, each acting as principal for his own account.
Alternatively, such transactions may be effected through brokers, dealers or
other agents designated from time to time by the Selling Stockholders and such
brokers, dealers or other agents may receive compensation in the form of
customary brokerage commissions or concessions from the Selling Stockholders or
the purchasers of the Shares. The Selling Stockholders may also pledge Shares
as collateral, and such Shares could be resold pursuant to the terms of such
pledges. No Selling Stockholder may sell during any three-month period an
amount of Shares that exceeds the amount specified in Rule 144(e) under the
Securities Act of 1933, as amended (the "Securities Act"). The Selling
Stockholders, brokers who execute orders on their behalf, and other persons who
participate in the offering of the Shares on their behalf may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act and a
portion of the proceeds of sales and commissions or concessions therefore may
be deemed underwriting compensation for purposes of the Securities Act. The
Company will not receive any part of the proceeds from the sale of Shares by
the Selling Stockholders.
The Company will pay all costs and expenses incurred in
connection with the registration of the shares under the Securities Act. The
Selling Stockholders will pay the costs associated with any sales of shares,
including any discounts, commissions and applicable transfer taxes.
The shares of Common Stock of the Company are quoted on Nasdaq
under the symbol "CICC". On July 30, 1996, the last reported sale price of the
Common Stock on Nasdaq was $1.6875 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 31, 1996
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange
Commission (the "Commission"), Washington, D.C., a Registration Statement on
Form S-8 under the Securities Act relating to the shares of its Common Stock
offered hereby. This prospectus does not contain all the information set forth
in the Registration Statement. 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, information
statements and other information with the Commission. For further information,
reference is made to the Registration Statement, including the exhibits filed
as a part thereof, and to such reports, proxy statements, information
statements and other information, which may be obtained from the Commission at
prescribed rates or may be inspected without charge and copied at the public
reference facilities of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549; at its Chicago Regional Offices, Northwestern Atrium Center, 500
West Madison Ave., Suite 1400, Chicago, Illinois 60661; and at its New York
Regional Offices, 75 Park Place, 14th Floor, New York, New York 10007. Copies
of such material can be obtained from the Public Reference Section of the
Commission, Washington, D.C. 20549, at prescribed rates. The Company's Common
Stock is traded on the NASDAQ SmallCap Market under the symbol "CICC". The
reports, proxy statements, information statements and other information it
files with the Commission will be filed with NASDAQ and can be inspected at its
facility at 1735 K Street, N.W., Washington, D.C. 20006-1500.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE; ADDITIONAL INFORMATION
The following documents filed with the Securities and Exchange
Commission by the Company are incorporated herein by reference:
(1) The Company's Annual Report filed on Form 10-K for the
fiscal year ended June 30, 1995;
(2) The Company's Quarterly Reports on Form 10-Q filed for
the periods ending September 30, 1995, December 31, 1995 and March 31, 1996,
and on Form 10-Q/A and 10-Q/A-2 for the period ending March 31, 1996.
(3) The Corporation's report on Form 8-K filed with the
Commission on July 11, 1995 and amended on September 11, 1995.
(4) All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all remaining securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this prospectus and
to be part thereof from the date of filing of such documents.
(5) The description of the Company's Common Stock, par value
$.001 per share, contained in the Company's Registration Statement filed on
Form 8-A pursuant to Section 12(g) of the Securities Exchange Act of 1934.
Any statement in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or replaces such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
The Company undertakes to provide without charge to each
person, including any beneficial owner, to whom this prospectus is delivered,
upon written or oral request of such person, a copy of any and all information
that has been incorporated by reference in this prospectus (not including
exhibits to the information that is incorporated by reference unless such
exhibits are specifically incorporated by reference into the information that
this prospectus incorporates). Such request should be directed to the Chief
Financial Officer, Computer Integration Corp., 7900 Glades Road, Suite 440,
Boca Raton, Florida 33434, telephone number (561) 482-6678.
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PROSPECTUS SUMMARY
THE COMPANY
The Company is one of the largest volume resellers of microcomputers,
workstations and related products to large and medium-sized corporations,
federal, state and local governmental entities and colleges and universities in
the United States. The Company distributes a broad range of
microcomputer-related products from major hardware manufacturers and software
developers such as Hewlett-Packard Company ("HP"), Compaq Computer Corporation
("Compaq"), Sun Microsystems Computer Corporation ("Sun"), Toshiba America
Information Systems, Inc. ("Toshiba"), International Business Machines ("IBM"),
Lexmark International ("Lexmark"), Epson America, Inc. ("Epson"), NEC
Technologies, Inc. ("NEC"), 3COM, Inc. ("3COM"), Canon Computer Systems, Inc.
("Canon"), Novell, Inc. ("Novell") and Microsoft Corporation ("Microsoft"). The
Company is one of the largest resellers of computer products manufactured by HP
in the United States, and during the year ended June 30, 1995 ("Fiscal 1995")
and the nine months ended March 31, 1996 (the "1996 Period"), sales of HP
products accounted for approximately 69% and 66% of the Company's net sales,
respectively. During Fiscal 1995 and the 1996 Period, approximately 70% and 68%,
respectively, of the products sold by the Company were purchased directly from
manufacturers, with the balance from aggregators and distributors.
The Company has experienced rapid growth. On March 30, 1993, the Company
acquired Copley Systems Corporation ("Copley") of Westwood, Massachusetts. Net
sales of the Company and Copley increased from $41.6 million for the fiscal year
ended June 30, 1990 to $209.2 million in Fiscal 1995. Approximately 40.5% of
that increase in sales was attributable to the acquisition of Dataprint, Inc.
("Dataprint") of Charlotte, North Carolina, effective July 1, 1994. The
remaining increase in sales represents an approximate 27.7% compounded annual
growth from operations. At the time of their acquisitions, Copley and Dataprint
were each one of the largest dealers of HP computer products in the northeastern
and southeastern United States, respectively. Effective July 1, 1995, the
Company acquired substantially all of the assets of Cedar Computer Center, Inc.
("Cedar") of Des Moines, Iowa (the "Cedar Acquisition"). Cedar was one of the
largest dealers of HP computer products in the midwestern and western United
States. Cedar's products complement the Company's existing product lines and
increase the Company's market share of Compaq products. The Cedar Acquisition
increased the Company's net sales by 121.1% to $462.5 million, on a pro forma
basis, for Fiscal 1995. For the period from August 1, 1991 through June 30,
1995, Cedar's net sales increased from $52.2 million to $253.3 million, on a pro
forma basis, representing compounded annual growth of 48.4%. Cedar's net sales
for the eight-month period ended June 30, 1995 were $171.2 million.
The microcomputer industry has grown dramatically over the past several
years as a result of equipment price reductions, significant improvements in
hardware performance and software applications, increased use of microcomputers
by governments and businesses and increased product familiarity by end users.
The microcomputer distribution industry has experienced related growth in the
use of wholesale distribution channels by manufacturers for the distribution of
their products. The Company has distinguished itself from its competitors by
focusing primarily on the direct delivery of personal computer ("PC") hardware,
peripherals and software, from selected manufacturers, to a broad range of
customers through a low-cost, efficient method of distribution. The Company
configures PCs and printers with memory, operating systems and software at
strategically located distribution centers throughout the United States.
Management believes that the Company's focus on a limited number of
manufacturers, its expertise with their product lines, commitment to servicing
of its customers and efficient distribution and delivery of products provide the
Company a competitive advantage and enable it to operate with relatively low
operating costs. The Company's decentralized distribution system enables it to
reduce product delivery costs and rapidly respond to customer orders. The
Company's emphasis on customer satisfaction is evidenced by repeat business to
existing customers of approximately 81.3% of total net sales during Fiscal 1995.
Repeat business to existing customers of Cedar accounted for approximately 80.0%
of Cedar's total net sales for the eight-month period ended June 30, 1995.
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The Company's operating strategy is to (i) expand its nationwide sales and
distribution network through additional acquisitions and internal growth, (ii)
exploit its competitive advantage realized from its low-cost distribution
system, (iii) increase its market share of products of selected manufacturers
such as HP, Compaq, IBM and Sun, (iv) build customer loyalty and satisfaction
and (v) expand its systems integration and support services. The Company intends
to acquire other companies whose product lines would complement the Company's
existing products or markets, including both resellers and providers of systems
integration and support services.
The Company has approximately 13,000 active customers, including
approximately 4,000 customers added by the Cedar Acquisition. The Company's
average invoice size during Fiscal 1995 and the 1996 Period was approximately
$1,800. Cedar's average invoice size during the eight-month period ended June
30, 1995 was approximately $1,600.
The Company's executive offices are located at 7900 Glades Road, Suite 440,
Boca Raton, Florida 33434, and its telephone number is (407) 482-6678.
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RISK FACTORS
In addition to all other information contained in this Prospectus,
prospective investors should carefully consider the following risk factors
before purchasing the Shares offered hereby.
DEPENDENCE ON KEY SUPPLIERS
Products from two manufacturers, HP and Sun, accounted for 68.7% and 12.7%,
respectively, of the Company's net sales for Fiscal 1995, and 70.8% and 15.4%,
respectively, for the fiscal year ended June 30, 1994 ("Fiscal 1994"). HP
products accounted for 75.0% of Cedar's net sales for the eight months ended
June 30, 1995. The Company's business is dependent upon terms provided by its
major vendors, including pricing and related provisions, product availability
and cooperative advertising and marketing allowances. The Company operates under
authorized dealer agreements with its suppliers, which agreements are typically
non-exclusive, short-term in duration, subject to periodic renewal, and may be
terminated by either party without cause on short notice. The Company's current
reseller's agreement with HP has a one-year term expiring on February 28, 1997.
The agreement allows either party to terminate the agreement without cause upon
30 days written notice, or with cause upon 15 days written notice.
The Company's total purchases of products from HP have qualified the
Company for HP's maximum reseller's volume discount (presently known as the
"Level II Discount") since August 1, 1994. As of the date of this Prospectus,
the Level II Discount is available to resellers who have attained gross
purchases of HP products of at least $200.0 million during a contract year.
Qualification for the Level II discount enables the Company to decrease its cost
of HP products by an incremental 2.0%. There can be no assurance that HP will
not, in the future, increase the sales level necessary to qualify for the Level
II Discount or create other more favorable discount categories for which the
Company may not qualify. With the addition of Cedar, total purchases of HP
products for the contract year ending February 28, 1997 are expected to
substantially exceed $200.0 million.
Although the Company considers its relations with HP to be excellent, there
can be no assurance that such relationship will continue as presently in effect.
The deterioration of the Company's relationship with either HP or Sun, or the
termination or cancellation of the Company's authorized dealer agreements with
HP or Sun, would have a material adverse effect on the Company's business,
operations, financial condition and prospects.
MANAGING RAPID GROWTH; NO ASSURANCE OF ADDITIONAL FINANCING
Since inception, the Company has experienced rapid growth. Historically,
cash flow from operations has been insufficient to finance this growth, and the
Company has relied upon a revolving credit facility to finance working capital
requirements. During Fiscal 1995 and Fiscal 1994, the Company used approximately
$2.4 million and $3.5 million, respectively, of cash in operating activities.
The Company reversed this trend in the 1996 Period by providing cash of
approximately $8.7 million, rather than using $1.4 million of cash in the
comparable period in 1995, from operating activities. The Company believes that
cash flow from operations and borrowings under its revolving credit facility
will provide sufficient cash to fund the Company's operations and current
obligations for the next 12 months. As part of its growth strategy, the Company
intends to acquire other companies whose product lines or markets would
complement the Company's existing products or markets, create new marketing
programs, hire additional personnel and increase sales to business customers.
Should the Company expand its operations or make acquisitions that would require
funds in addition to its existing liquid assets, cash flows, and the net
proceeds from this Offering, it may have to seek additional debt or equity
financing. There can be no assurance that the Company could obtain such
financing or that such financing would be available on terms acceptable to the
Company.
On March 12, 1996 the Company's Board of Directors approved a restructuring
plan which involves a relocation of the Company's corporate headquarters,
located in Boca Raton, Florida, to Atlanta, Georgia. The Company has signed a
five-year lease, providing for monthly rental payments of approximately $44,000,
on a new headquarters and sales and distribution facility in Atlanta which is
scheduled for completion in late 1996. The Company will recognize a $2.2
million restructuring charge for the three and twelve month period ended June
30, 1996 and believes that these actions, once
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completed, will result in improvements in operational efficiency.
As a result of the consolidation of the Company's operations, the
installation of a new management information system, the restructuring and other
factors, management believes that the Company's sales and earnings for the year
ended June 30, 1996 will not meet the levels achieved, on a pro forma basis, for
the year ended June 30, 1995, and that the sales and earnings for the three
months ended September 30, 1996 may not meet the levels achieved, on an actual
basis, for the three months ended September 30, 1995.
Although the Company continuously reviews potential acquisition targets, it
has not entered into any agreement, understanding or commitment with respect to
any additional acquisitions at this time. Furthermore, there can be no assurance
that the Company will complete any acquisitions, obtain sufficient funds to
finance any acquisitions or that it will be able to successfully integrate any
acquired business into its existing operations and expand such operations.
MARKETS FOR PRODUCTS AND SERVICES
The Company's sales efforts are focused primarily on a defined market
segment, consisting of large and medium-sized corporations, federal, state and
local governments ("Government") and colleges and universities ("Education")
throughout the United States. The Company's future financial performance will
depend upon continued demand for the computer products which it distributes and
related technical services which it provides within such markets, as well as
general economic conditions. During each of the fiscal years ended June 30,
1995, 1994 and 1993, the Company derived 42.8%, 45.5% and 41.9%, respectively,
of its net sales from Government and Education purchasers. For the eight months
ended June 30, 1995, sales to government and education purchasers accounted for
27.5% of Cedar's total sales. In recent years, fiscal pressures have severely
affected the budgets of many of these organizations and in many instances
imposed mandatory spending restraints. The Company's revenues and operating
income could be adversely affected by a general slowdown or other adverse
economic conditions affecting any of its customers or any additional fiscal
limitations which may lead to a decline in public sector purchasing.
INDUSTRY CONDITIONS
Resellers in the microcomputer industry, including the Company, face a
number of potentially adverse business conditions, including declining gross
profit margins. Although increased price competition among hardware
manufacturers has generally reduced the cost of products purchased by resellers,
gross profit margins for many resellers have declined since the costs of
products for resellers has not declined proportionately with decreases in prices
to the ultimate consumer.
For the fiscal years ended June 30, 1995, 1994 and 1993, the Company's
gross profit margin was 9.8%, 10.3% and 10.5%, respectively, and for the nine
month period ended March 31, 1996, was 9.33%. Cedar's gross margin for the
fiscal year ended October 31, 1994 and the fifteen months ended October 31, 1993
was 6.9% and 8.6%, respectively. For the eight months ended June 30, 1995,
Cedar's gross margin was 8.4%. Because the Company's gross profit margins are
relatively small, small increases in expenses or other charges to income could
have a material adverse effect on the Company's results of operations. In
addition, increased price competition among hardware manufacturers has resulted
in a reduction in existing vendor-sponsored market development programs. There
can be no assurance that the Company will be able to continue to compete
successfully in the microcomputer industry.
The computer industry is characterized by rapid product improvement and
technological change resulting in relatively short product life cycles and rapid
product obsolescence. The Company's policy is to minimize levels of inventory
and to resell such inventory as quickly as possible to minimize its risk of
being adversely affected by obsolescence. All of the Company's major suppliers
employ practices intended to reduce the risk of product obsolescence by
permitting exchanges of slow-selling or obsolete products for more popular
products and providing advance notice to the Company of new product
developments. If the Company's suppliers do not continue such policies or a
significant amount of the Company's inventory is rendered obsolete as a result
of unforeseen new product developments, the Company's business and operating
results would be adversely
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affected. Furthermore, there can be no assurance that the Company's current and
future vendors and suppliers will be able to achieve the technological advances
necessary to remain competitive or that the Company will be able to obtain
authorizations from new vendors to sell new products that gain market
acceptance.
COMPETITION
The Company's product lines of computers, peripherals and related services
compete with products and services of a large number of other industry
participants on local, regional and national levels. The Company competes with
national and regional dealers, integrators, computer superstores, mass
merchants, mail-order resellers, manufacturers' direct sales organizations, and
other value-added resellers on the basis of price, post-sales technical support
and service, speed of delivery and breadth of product lines.
Direct telemarketing and mail-order organizations have developed as
important alternative distribution channels. In addition, computer "superstores"
and mail-order distributors offer purchasers a relatively low cost, minimal
service alternative to traditional supply sources. These distribution channels
benefit from heightened product awareness and price sensitivity on the part of
users, the emergence of standardization within the industry, and increased
interchangeability of peripherals. As microcomputer users have become more
computer literate, their dependence on local dealers for basic information and
demonstrations has diminished.
Many of the Company's competitors have significantly greater financial,
technical and marketing resources than the Company and many of such competitors
market their products principally on the basis of price rather than valued-added
service. There can be no assurance that the Company will be able to continue to
compete successfully.
DEPENDENCE ON KEY PERSONNEL
The Company is dependent upon several key executives and operating
personnel, including Ronald G. Farrell, Chairman of the Board of Directors,
Chief Executive Officer and President of the Company; and Frank H. Slovenec,
President of Systems. The loss of any of these individuals could have an
adverse effect on the Company. Although the Company has entered into
employment agreements with each of these individuals, there is no assurance
that the Company will be able to retain their respective services or attract
new qualified personnel, if required.
The Company has a $2.0 million in life insurance policy on the life of Mr.
Farrell. The Board of Directors has also authorized the purchase of a $1.0
million life insurance policy on the life of Mr. Slovenec. The Company will be
the beneficiary of 50% of the face amount and the officers' designees will be
the beneficiaries of the remaining 50% for each policy.
CONTROLLING STOCKHOLDERS
The Company's executive officers and directors beneficially own 53.1% of
the Company's voting stock, including 240,900 shares of Common Stock subject to
immediately exercisable options. If such stockholders were to vote all of their
shares in a similar manner, they would be able to effectively control the vote
of stockholders with respect to certain fundamental corporate transactions
involving the Company, as well as the election of the Company's directors.
ABSENCE OF PRIOR ESTABLISHED PUBLIC MARKET
Prior to June 21, 1996, there was no active public market for the Common
Stock. Although the Common Stock has been traded on the Nasdaq National
SmallCap Market under the symbol "CICC" since June 21, 1996, there can be no
assurance that the Company will be able to maintain such listing or that an
active public trading market will develop for the Common Stock, or if
developed, that such market will be sustained.
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CRITERIA FOR NASDAQ SECURITIES; DISCLOSURE RELATING TO LOW-PRICE STOCKS
The Common Stock has been qualified for listing on the Nasdaq SmallCap
Market. The initial listing criteria for inclusion on such market include that a
company have at least $4 million in total assets, $2 million in stockholders
equity, $1 million market value of the public float, 300 shareholders, two
authorized Nasdaq market-makers and a minimum bid price of $3.00 per share. No
assurance can be given that the Company's Common Stock will in the future
continue to qualify on the Nasdaq SmallCap Market. In addition, the National
Association of Securities Dealers, Inc. ("NASD"), which administers Nasdaq,
requires that, in order to continue to be included on the Nasdaq SmallCap
Market, a company must maintain $2 million in total assets, a $200,000 market
value of the public float and $1 million in total capital and surplus. Continued
inclusion also requires two authorized Nasdaq market-makers and a minimum bid
price of $1.00 per share; provided, however, that if a company falls below such
minimum bid price, it will remain eligible for continued inclusion in Nasdaq if
the market value of the public float is at least $1 million and the company has
$2 million in capital and surplus. The failure to meet these maintenance
criteria in the future may result in the discontinuance of any future inclusion
of the Company's Common Stock on the Nasdaq SmallCap Market. In such event,
trading, if any, in the Common Stock may then continue to be conducted in the
non-Nasdaq over-the-counter market in what are commonly referred to as the "pink
sheets" or on the OTC Electronic Bulletin Board. As a result of trading in the
non-Nasdaq over-the-counter market, an investor may find it more difficult to
dispose of, or to obtain accurate quotations as to the market value of, the
Common Stock. In addition, sale of the Company's securities would be subject to
a rule promulgated by the Commission that would impose various sales practice
requirements on broker-dealers who sell securities governed by the rule to
persons other than established customers and accredited investors, if the
Company, or its securities, fail to meet certain criteria set forth in such
rule. For these types of transactions, the broker-dealer must make a special
suitability determination for the purchaser and have received the purchaser's
written consent to the transactions prior to sale. As a result, the rule may
have an adverse effect on the ability of broker-dealers to sell the Common
Stock.
The Commission has adopted regulations which define a "penny stock" to be
any equity security that has a market price (as defined) of less than $5.00 per
share, subject to certain exceptions, including one for securities authorized
for quotation on the Nasdaq SmallCap Market. For any transaction involving a
penny stock, unless exempt, the rules require the delivery, prior to any
transaction in a penny stock, of a disclosure schedule prepared by the
Commission relating to the penny stock market. Disclosure also has to be made
about commissions payable to both the broker-dealer and the registered
representative, and about current quotations for the securities. Finally,
monthly statements must be sent disclosing recent price information for the
penny stock held in the account and information on the limited market in penny
stocks. As a result, the rule may have an adverse effect on the ability of
broker-dealers to sell the Common Stock.
VOLATILITY OF COMMON STOCK PRICE
The stock market has experienced significant price and volume fluctuations
in recent years and there has been significant volatility in the market prices
of securities of computer distributors and manufacturers. The trading price of
the Common Stock may also be subject to significant fluctuations in response to
variations in operating results. Various factors and events, including
announcements by the Company, its suppliers or its competitors concerning
technological innovations or new commercial products, as well as public concern
about the stability of the economy in general, may have a significant impact on
the trading price of the Common Stock. The sale or attempted sale of a large
amount of the Common Stock into the market may also have a significant impact on
the trading price of the Common Stock.
ABSENCE OF DIVIDENDS
The Company has never paid any dividends on its Common Stock and does not
contemplate or anticipate distributing any cash dividends with respect to the
Common Stock in the foreseeable future. Pursuant to the Company's credit
facility with its principal lender, the Company is prohibited from paying any
dividends on its Common Stock.
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SHARES ELIGIBLE FOR FUTURE SALE
Assuming conversion of the Series D and Series E Preferred Stock, the
Company will have 8,189,850 shares of Common Stock outstanding. The Company has
reserved 1,050,000 shares for issuance upon the exercise of options granted
under the 1994 Stock Option Plan, as amended (the "Plan"), of which 975,000
options have been granted and 530,000 options are immediately exercisable.
Options to purchase the remaining 75,000 shares of Common Stock have been
allocated for future grants to employees. The Company has also reserved 55,000
shares for issuance upon the exercise of certain warrants. Of the total shares
of Common Stock to be issued and outstanding upon such conversions, a total of
8,774,850 shares of Common Stock will be freely tradeable, without restriction
or further registration under the Securities Act, including 8,089,999 shares of
Common Stock registered in this offering and 150,001 shares of Common Stock
previously registered by the Company's predecessor, NEG.
The Company has filed a registration statement on Form S-8 under the Act to
register all shares of common stock issuable pursuant to the Plan with the
Commission on May 21, 1996 and such registration statement was effective upon
filing. Shares covered by that registration statement are eligible for immediate
resale in the public markets.
AUTHORIZATION OF PREFERRED STOCK
The Company's Certificate of Incorporation authorizes the issuance of
"blank check" preferred stock with such designations, rights and preferences as
may be determined from time to time by the Board of Directors. Accordingly, the
Board of Directors is empowered, without stockholder approval, to issue
preferred stock with dividend, liquidation, conversion, redemption, voting or
other rights which could adversely affect the voting power or other rights of
the holders of the Company's Common Stock. In the event of issuance, the
preferred stock could be utilized, under certain circumstances, as a method of
discouraging, delaying or preventing a change in control of the Company, making
removal of the present management of the Company more difficult or resulting in
restrictions upon the payment of dividends or other distributions to the holders
of Common Stock. The possible impact on takeover attempts could adversely affect
the price of the Common Stock.
As of the date of this Prospectus, the Company had authorized 40,000 shares
of Series A, 9% Cumulative Convertible Redeemable Preferred Stock, none of which
is issued and outstanding; 250 shares of Series B, Convertible Preferred Stock,
none of which is issued and outstanding (125 shares were converted on July 21,
1994 into 500,000 shares of Common Stock); 250 shares of Series C, 9% Cumulative
Convertible Redeemable Preferred Stock, none of which is issued and outstanding;
40,000 shares of Series D, 9% Cumulative Convertible Redeemable Preferred Stock,
of which 19,250 shares (convertible into 770,000 shares of Common Stock) are
issued and outstanding; and 250 shares of Series E, 9% Cumulative Convertible
Redeemable Preferred Stock, of which 125 shares (convertible into 500,000 shares
of Common Stock) are issued and outstanding. Although the Company has no present
intention to issue any additional shares of its preferred stock, there can be no
assurance that the Company will not do so in the future.
9
<PAGE> 12
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock
offered hereby by the Selling Stockholders.
DIVIDEND POLICY
The Company has never paid any dividends on its Common Stock. The Company
does not intend to pay any dividends in the foreseeable future; rather, the
Company intends to retain earnings to provide funds for the operation and
expansion of its business. Pursuant to the revolving credit agreement between
the Company's wholly-owned subsidiary, CIC, and its principal lender, CIC's
ability to transfer funds to the Company, and the resulting availability of
funds to the Company for the payment of dividends, is restricted to the payment
of dividends on the Company's preferred stock; and, therefore, the Company's
ability to pay dividends on its Common Stock is effectively prohibited.
STOCK PERFORMANCE
Prior to June 21, 1996, there was no active public market for the
Company's Common Stock. The Common Stock has been traded on the Nasdaq SmallCap
Market under the symbol "CICC" since June 21, 1996. On July 30, 1996, the last
reported sales price of the Common Stock on Nasdaq was $1.6875 per share.
10
<PAGE> 13
SELLING STOCKHOLDERS
The names of all of the holders of the Company's Common Stock
who may be or become eligible to sell Shares pursuant to this Prospectus are
not presently known to the Company. The following persons will, upon the
options granted to them under the Plans becoming exercisable, be eligible to
sell pursuant to this Prospectus the number of Shares specified in the table
below opposite his or her name and have requested to be identified as a Selling
Stockholder in this Prospectus.
<TABLE>
<CAPTION>
Number of Shares of Number of Shares
Selling Stockholder/ Class Owned as of Eligible Number of Shares
Position with Company June 27, 1996 (1) To Be Sold (2) Owned After Sale (2)
--------------------- ------------------- ---------------- --------------------
<S> <C> <C> <C>
Ronald G. Assaf, Director(3) 38,500 5,000 33,500
John Chiste, Chief Financial 126,339 50,010 76,329
Officer, Secretary and
Treasurer of the Company and
CIC Systems, Inc. ("Systems")
Ira Cohen, Executive Vice 140,149 67,910 72,239
President of Systems
Araldo Cossutta, Director(4) 1,676,685 10,000 1,666,685
Ronald G. Farrell, Chief 1,404,595 318,010 1,086,585
Executive Officer and Chairman
of the Board of the Company
and Systems, President of the
Company(5)
Frank H. Slovenec, President 108,623 100,010 8,613
of Systems
Frank J. Zappala, Director(6) 139,829 10,000 129,829
Total 3,634,720 560,940 3,073,780
</TABLE>
- ----------------------------
(1) Includes shares subject to options which are exercisable within sixty
days of the date of this Prospectus.
(2) Assumes the sale of the total number of shares issuable upon the
exercise of all outstanding options issued pursuant to the 1994 Stock
Option Plan as of the date hereof; and issued pursuant to the 1994
Employee Incentive Plan as of the date hereof.
(3) Mr. Assaf disclaims beneficial ownership of an aggregate of 139,158
shares of Common Stock held in trust for his children.
(4) Includes 16,000 shares of Common Stock beneficially owned by Mr.
Cossutta as trustee. Mr. Cossutta disclaims beneficial ownership of
an aggregate of 569,462 shares of Common Stock held in trust for his
children and other family members.
(5) Shares are held of record by RGF Investments, Inc., a corporation
wholly-owned by Mr. Farrell. Mr. Farrell disclaims beneficial
ownership of an aggregate of 170,000 shares of Common Stock owned by
his wife, his parents, his son and daughter-in-law.
(6) Mr. Zappala disclaims beneficial ownership of an aggregate of 139,158
shares of Common Stock owned by his wife and brother.
11
<PAGE> 14
PLAN OF DISTRIBUTION
The shares of Common Stock are being registered for reoffers
and resales by the Selling Shareholders for their own accounts. Such shares of
Common Stock may be sold from time to time by any of the Selling Shareholders
or by pledgees, donees, transferees or other successors in interest, directly
to purchasers, in one or more transactions (which may involve one or more block
transactions) on the National Association of Securities Dealers, Inc. Automated
Quotation System SmallCap Market (the "NASDAQ"), in sales occurring in the
public market of the NASDAQ, in separately negotiated transactions or in a
combination of such transactions, at market prices prevailing at the time of
such sale, at prices related to such prevailing prices or at prices otherwise
negotiated.
The Selling Shareholders may be limited in the amount of
shares of Common Stock which they may sell during any three month period as a
result of the volume limitations contained in Section 144 of the Exchange Act.
The amount of shares of Common Stock which may be sold by each of the Selling
Shareholders within any three month period may not exceed the greater of (i)
one percent of the shares of Common Stock of the Company outstanding as shown
by the most recent periodic report filed by the Company; or (ii) the average
weekly reported volume of trading in shares of Common Stock on NASDAQ during
the four calendar weeks preceding the filing of the forms required under Rule
144 promulgated under the Securities Act (or if no such notice is required, the
date of receipt of the order by a broker-dealer to execute the transaction
directly with a market maker), or (iii) the average weekly volume of trading in
the shares of Common Stock reported through the consolidated transaction
reporting system under the Exchange Act during such four week period.
The Selling Shareholders may effect such transactions by
selling the shares to or through broker- dealers and such broker-dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Shareholders and/or the purchasers of the shares
for whom such broker-dealers may act as agent (which compensation may be less
than or in excess of customary commissions). The Selling Shareholders and any
broker-dealers that participate in the distribution of the shares may be deemed
"underwriters" within the meaning of Section 2(11) of the Securities Act and
any commissions received by them and any profit on the resale of the shares
sold by them may be deemed to be underwriting discounts and commissions under
the Securities Act.
Upon the Company being notified by a Selling Shareholder that
any material arrangement has been entered into with a broker-dealer for the
sale of shares of Common Stock through a block trade, a special offering,
exchange distribution or secondary distribution or a purchase by a broker or
dealer, a supplemental prospectus will be filed, if required, pursuant to Rule
424(c) of the Securities Act, disclosing (i) the name of each such Selling
Shareholder and of the participating broker-dealer(s), (ii) the number of
shares involved, (iii) the price at which such shares were sold, (iv) the
commissions paid or discounts or concessions allowed to such broker-dealer(s),
where applicable, (v) that such broker-dealer(s) did not conduct any
investigation to verify the information set out or incorporated by reference in
this Prospectus and (vi) other facts material to the transaction.
There can be no assurances that any of the Selling
Shareholders will sell any or all of the shares of Common Stock offered by them
hereunder.
12
<PAGE> 15
The Company has agreed to indemnify the Selling Stockholders against
certain liabilities, including certain liabilities under the Securities Act of
1933, as amended (the "Securities Act"). Additionally, the Company will pay the
expenses, estimated to be approximately $15,000, in connection with this
Offering, other than transfer taxes, discounts, commissions, fees or expenses
of underwriters, selling brokers, dealer managers or similar securities industry
professionals relating to the distribution of the Shares, or legal expenses of
any person other than the Company.
The Company has advised the Selling Stockholders that during such time as
they may be engaged in a distribution of Shares included herein, they are
required to comply with Rules 10b-6 and 10b-7 (as those Rules are described in
more detail below) under the Exchange Act of 1934, as amended (the "Exchange
Act") and, in connection therewith, that they may not engage in any
stabilization activity in connection with the Company's securities, are required
to furnish to each broker-dealer, through which Shares included herein may be
offered, copies of this Prospectus, and may not bid for or purchase any of the
Company's securities except as permitted under the Exchange Act. The Selling
Stockholders have agreed to inform the Company when the distribution of the
Shares is completed.
Rule 10b-6 under the Exchange Act prohibits, with certain exceptions,
participants in a distribution from bidding for or purchasing, for an account in
which the participant has a beneficial interest, any of the securities that are
the subject of the distribution. Rule 10b-7 governs bids and purchases made in
order to stabilize the price of a security in connection with a distribution of
the security.
In order to comply with certain state securities laws, if applicable,
certain shares of Common Stock offered hereby by affiliates of the Company may
be sold in such jurisdictions only through registered or licensed brokers or
dealers. In certain states, such shares of Common Stock may not be sold unless
such shares of Common Stock have been registered or qualified for sale in such
states or an exemption from registration or qualification is available and is
complied with.
The public offering of the Shares by the Selling Stockholders will
terminate on the earlier of (a) 36 months from the effective date, (b) the date
on which all Shares offered hereby have been sold by the Selling Stockholders or
(c) as otherwise required by law. The Selling Stockholders have agreed to
discontinue disposition of the Shares upon receipt of notice from the Company
of: (1) any request by the Commission for amendments or supplements to the
Registration Statement or Prospectus; (2) the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or
initiation of any proceedings for that purpose; (3) the representations and
warranties of the Company, contained in agreements executed in conjunction with
the registration of the Stock, ceasing to be true and correct; (4) the receipt
by the Company of any notification with respect to the suspension of the
qualification of the Stock for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; (5) the happening of any event
as a result of which the Prospectus contains any untrue statement of a material
fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading; (6) the Company's
reasonable determination that a post-effective amendment to the Registration
Statement would be appropriate or that there exist circumstances not yet
disclosed to the public which make further sales under the Registration
Statement inadvisable pending such disclosure and post-effective amendment; and
(7) the Company's possession of material information that it deems advisable not
to disclose in a Registration Statement.
13
<PAGE> 16
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company, a Delaware corporation, has included in its
Certificate of Incorporation and Bylaws provisions to (i) eliminate the
personal liability of its directors for monetary damages resulting from
breaches of their fiduciary duty, provided that such provision does not
eliminate liability for breaches of the duty of loyalty, acts or omissions not
in good faith or which involves intentional misconduct or a knowing violation
of law, violations under Section 174 of the Delaware General Corporation Law or
for any transaction from which the director derived an improper personal
benefit and (ii) indemnify its directors and officers to the fullest extent
permitted by the Delaware corporation law. The Company believes that these
provisions are necessary to attract and retain qualified persons as directors
and officers.
The Company has obtained a director and officer liability
insurance policy with a policy limit of $2 million for the benefit of its
directors and officers. Under the policy, such persons are insured against
certain liabilities incurred in the discharge of their duties solely in their
capacity as directors and officers of the Company.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company, the Company has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
LEGAL MATTERS
The validity of the issuance of the Common Stock offered hereby has been
passed upon for the Company by Holland & Knight, Fort Lauderdale, Florida.
EXPERTS
The consolidated financial statements and the related financial statement
schedules of Computer Integration Corp. and the statements of income and
retained earnings and cash flows and the related financial statement schedule of
Copley Systems Corporation appearing in Computer Integration Corp.'s Annual
Report (Form 10-K) for the year ended June 30, 1995, have been audited by Ernst
& Young LLP, independent auditors, as set forth in their reports thereon
included therein and incorporated herein by reference. Such financial statements
and schedules are incorporated herein by reference in reliance upon such
reports given upon the authority of such firm as experts in accounting and
auditing.
The financial statements of Cedar Computer Center, Inc. incorporated in
this Prospectus by reference from the Company's Form 8-K/A-1 filed with the
Commission on September 11, 1995 have been audited by McGladrey & Pullen, LLP,
independent certified public accountants as stated in their report which is
incorporated herein by reference, and has been so incorporated in reliance upon
the report of such firm given their authority as experts in accounting and
auditing.
14
<PAGE> 17
- ------------------------------------------------------
- ------------------------------------------------------
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH
THIS OFFERING TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
OR A SOLICITATION IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE CIRCUMSTANCES OF THE COMPANY OR THE FACTS HEREIN
SET FORTH SINCE THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information................. 2
Information Incorporated by
Reference........................... 2
Prospectus Summary.................... 3
Risk Factors.......................... 5
Use of Proceeds....................... 10
Dividend Policy....................... 10
Stock Performance..................... 10
Selling Stockholders.................. 11
Plan of Distribution.................. 12
Indemnification of Directors and
Officers............................ 14
Legal Matters......................... 14
Experts............................... 14
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
560,940 SHARES
CIC COMPUTER INTEGRATION
COMMON STOCK
------------------------
PROSPECTUS
------------------------
JULY 31, 1996.
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 18
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission by Computer Integration Corp., a Delaware corporation (the
"Corporation" or the "Registrant"), are incorporated herein by reference:
(1) The Corporation's Annual Report filed on Form
10-K for the fiscal year ended June 30, 1995.
(2) The Corporation's Quarterly Reports on Form
10-Q filed for the periods ending September 30, 1995,
December 31, 1995 and March 31, 1996, and on Form 10-Q/A
and 10-Q/A-2 for the period ending March 31, 1996.
(3) The Corporation's report on Form 8-K filed
with the Commission on July 11, 1995 and amended on September
11, 1995.
(4) All documents subsequently filed by the
Corporation pursuant to Sections 13(a), 13(c), 14, and 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act"),
prior to the filing of a post-effective amendment which
indicated that all remaining securities offered have been sold
or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be part thereof from the date of
filing such documents.
(5) The description of the Corporation's Common
Stock, par value $.001 per share, contained in the Company's
Registration Statement filed on Form 8-A pursuant to Section
12(g) of the Securities Exchange Act of 1934.
Any statement in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this Registration Statement 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 statement
so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") grants each corporation organized thereunder the power to
indemnify any person who is or was a director, officer, employee or agent of
another corporation or enterprise, against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation), by reason of being
or having been in any such capacity, if he acted in good faith in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
II-1
<PAGE> 19
proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 102(b)(7) of the Delaware Law enables a corporation in its certificate
of incorporation, or an amendment thereto validly approved by its stockholders,
to limit or eliminate the personal liability of the members of its board of
directors for violation of the director's fiduciary duty or care.
Article 10 of the Registrant's Certificate of Incorporation
contains the following provision with respect to the liability of the
Registrant's directors to the Registrant:
A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any breach
of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived any improper personal
benefit.
The Registrant has obtained directors and officers liability
insurance. In addition to covering directors and officers of the Registrant,
the insurance also insures the Registrant against amounts paid by it to
indemnify directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit Numbers Description
4.1(a)* Certificate of Designation of Series A, 9%
Cumulative Convertible Redeemable Preferred Stock
4.1(b)* Certificate of Designation of Series B Convertible
Preferred Stock
4.1(c)* Certificate of Designation of Series C, 9%
Cumulative Convertible Redeemable Preferred Stock
4.1(d)* 1994 Employee Incentive Plan
4.1(e)* 1994 Stock Option Plan; Amendment No. 1
to 1994 Stock Option Plan
5.1* Opinion of Holland and Knight
23.1 Consent of Ernst & Young LLP
23.2 Consent of McGladrey & Pullen, LLP
23.3* Consent of Holland and Knight is included in their
opinion filed as Exhibit 5.1 to this Registration
Statement.
24.1 Power of Attorney (included on signature page)
--------------------
* Previously filed
ITEM 9. 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. 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. [Amended in Release
No. 33-7168 (Paragraph 85,420), effective June 7, 1995,
60 FR 26604.]
II-2
<PAGE> 20
(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, Form S-8 or Form F-3, and the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to
Section 13 or 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
therein, and the offering of such securities at the 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.
II-3
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boca Raton, State of Florida, on July 30, 1996.
Computer Integration Corp.
By: /s/ Ronald G. Farrell
---------------------------------
Ronald G. Farrell
President and Chairman of the
Board of Directors
GENERAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, each officer and director
whose signature appears below, hereby authorizes, constitutes and appoints
RONALD G. FARRELL his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign this Post-Effective Amendment No. 1
to the Registration Statement on Form S-8 for the registration under the
Securities Act of 1933, as amended, of shares of Common Stock of Computer
Integration Corp. and any and all further post-effective amendments to this
Registration Statement, together with any and all exhibits hereto and thereto
and other documents required to be filed with respect hereto and thereto and
to file the same with the Securities and Exchange Commission and any other
regulatory or other authority, granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in 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 and
incorporate such changes as the said attorney-in-fact deems appropriate.
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 date indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Ronald G. Farrell Chairman of the Board, Chief July 30, 1996
-------------------------------------- Executive Officer, and
Ronald G. Farrell Director (Principal Executive
Officer)
/s/ John F. Chiste Chief Financial Officer, July 30, 1996
--------------------------------------- Treasurer, (Principal
John F. Chiste Financial and Accounting
Officer)
/s/ Samuel C. McElhaney Director July 30, 1996
---------------------------------------
Samuel C. McElhaney
/s/ Araldo Cossutta Director July 30, 1996
---------------------------------------
Araldo Cossutta
/s/ Frank Zappala* Director July 30, 1996
---------------------------------------
Frank Zappala
/s/ Ronald G. Assaf* Director July 30, 1996
---------------------------------------
Ronald G. Assaf
*By /s/ Ronald G. Farrell July 30, 1996
-----------------------------------
Ronald G. Farrell
Attorney in Fact
</TABLE>
II-4
<PAGE> 22
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4.1(a)* Certificate of Designation of Series A, 9% Cumulative Convertible Redeemable Preferred Stock
4.1(b)* Certificate of Designation of Series B Convertible Preferred Stock
4.1(c)* Certificate of Designation of Series C, 9% Cumulative Convertible Redeemable Preferred Stock
4.1(d)* 1994 Employee Incentive Plan
4.1(e)* 1994 Stock Option Plan; Amendment No. 1 to 1994 Stock Option Plan
5.1* Opinion of Holland & Knight
23.1 Consent of Ernst & Young LLP
23.2 Consent of McGladrey & Pullen, LLP
23.3* Consent of Holland & Knight is included in its opinion filed as Exhibit 5.1
to this Registration Statement
24.1 Power of Attorney (included on signature page)
</TABLE>
- ---------------------
*Previously filed.
<PAGE> 1
EXHIBIT 23.1
<PAGE> 2
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Post-effective Amendment No. 1 to Form S-8)
pertaining to the Computer Integration Corp. 1994 Stock Option Plan, as
amended, and 1994 Employee Incentive Plan and to the incorporation by
reference therein of our report dated August 4, 1995, with respect to the
consolidated financial statements and financial statement schedules of Computer
Integration Corp. (CIC) as of and for the years ended June 30, 1995 and 1994,
and the period from inception (July 29, 1992) through June 30, 1993, and of
our report dated August 9, 1993, with respect to the statements of income and
retained earnings, cash flows and related financial statement schedule for the
period from July 1, 1992 through March 30, 1993 of Copley Systems Corporation,
included in CIC's Annual Report on Form 10-K for the year ended June 30, 1995
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
West Palm Beach, Florida
July 26, 1996
<PAGE> 1
EXHIBIT 23.2
<PAGE> 2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the
July 31, 1996 Registration Statement Post-Effective Amendment No. 1 to Form S-8
of Computer Integration Corp. of our report dated August 23, 1995 on the
financial statements of Cedar Computer Center, Inc. as of June 30, 1995 and
October 31, 1994 and for the eight months ended June 30, 1995, the twelve
months ended October 31, 1994, the fifteen months ended October 31, 1993, and
the twelve months ended July 31, 1992 which appears in the Form 8-K/A-1 of
Computer Integration Corp. dated September 8, 1995.
/s/ McGLADREY & PULLEN, LLP
Des Moines, Iowa
July 31, 1996
