AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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BRUNSWICK TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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MAINE 2221 01-0402052
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S.
Incorporation or Organization) Classification Code Number) Employer
Identification
No.)
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MARTIN S. GRIMNES
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
43 BIBBER PARKWAY
BRUNSWICK, MAINE 04011
(207) 729-7792
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
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THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:
MARIANNE GILLERAN, ESQ. VICTOR J. PACI, ESQ.
GADSBY & HANNAH LLP BINGHAM, DANA & GOULD LLP
225 Franklin Street 150 Federal Street
Boston, MA 02110 Boston, MA 02110
(617) 345-7000 (617) 951-8000
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, $0.0001
par value ..................... 287,500 $9.50 $2,731,250 $828.00
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ X ] 333-10721
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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This Registration Statement, filed pursuant to the Securities Act of 1933,
as amended, (the "Act") and Rule 462(b) promulgated thereunder, hereby
incorporates by reference all of Part I and Part II of the Registrant's
registration statement on Form S-1, including all exhibits thereto, filed and
declared effective on February 4, 1997 (SEC Reg. No. 333-10721), except for the
same numbered exhibits listed below in response to Item 16 of Form S-1 under the
Act.
ITEM 16. EXHIBITS
5.1 -- Opinion of Eaton, Peabody, Bradford & Veague, P.A. as to
legality of shares.
23.1 -- Consent of Coopers & Lybrand L.L.P.
23.2 -- Consent of KPMG Peat Marwick LLP.
23.3 -- Consent of Eaton, Peabody, Bradford & Veague, P.A. (included
in Exhibit 5.1.)
23.4 -- Consent of Ernst & Young LLP.
INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
*1.1 -- Form of Underwriting Agreement.
*3.1 -- Amended and Restated Articles of Incorporation of the Registrant.
*3.2 -- Third Restated Bylaws of the Registrant.
*4.1 -- Amended and Restated Registration Rights Agreement dated August 25, 1993.
*4.2 -- Amendment No. 1 to the Registration Rights Agreement dated October 30, 1996.
*4.3 -- Amendment No. 2 to the Registration Rights Agreement dated October 30, 1996.
*4.4 -- Form of Josephthal Warrant.
*4.5 -- Specimen stock certificate for shares of Common Stock.
*4.6 -- Amendment No. 3 to Registration Rights Agreement dated February 3, 1997.
5.1 -- Opinion of Eaton, Peabody, Bradford & Veague, P.A. as to legality of shares.
*10.1 -- Loan Agreement between the Registrant and Fleet Bank of Maine dated May 30, 1996.
*10.2 -- Security Agreement between the Registrant and Fleet Bank of Maine dated May 30, 1996.
*10.3 -- Demand Note in favor of Fleet Bank of Maine dated May 30, 1996.
*10.4 -- Supply Agreement between the Registrant and Vetrotex CertainTeed Corp. dated August 25, 1993
(confidential portions of which have been omitted and filed separately with the Commission
under a request for confidential treatment pursuant to Rule 406 under the Securities Act).
*10.5 -- Private Activity Bond Requirements Certificate of Brunswick Technologies, Inc. dated December 1, 1995.
*10.6 -- Lease Agreement between the Registrant and Brunswick Development Corporation dated August 1, 1995.
*10.7 -- Collaborative Agreement between the Registrant and E.I. DuPont de Nemours and Company, Inc., et al.
*10.8 -- Financial Advisory Agreement and Indemnification Agreement between the Registrant and the Representative.
*10.9 -- Installment Promissory Note between the Registrant and Vetrotex CertainTeed Corp. dated March 31, 1992.
*10.10 -- Security Agreement between the Registrant and Vetrotex CertainTeed Corp. dated March 31, 1992.
*10.11 -- Stock Purchase Agreement among the Registrant, Burlington Industries, Inc. and Peter L. DeWalt
dated October 22, 1996 and First Amendment to Stock Purchase Agreement dated October 29, 1996.
*10.12 -- Registration Rights Agreement among the Registrant, Burlington Industries, Inc., and Peter L. DeWalt,
dated October 30, 1996.
*10.13 -- Employment Agreement between Advanced Textiles, Inc., a subsidiary of the Registrant, and Peter L. DeWalt,
dated October 30, 1996.
*10.14 -- Convertible Subordinated Promissory Note made by the Registrant in favor of Burlington
Industries, Inc. dated October 30, 1996.
*10.15 -- Recapitalization Agreement among the Registrant and the holders of its common stock.
*10.16 -- Term Note in favor of Fleet Bank of Maine dated May 30, 1996.
*10.17 -- First Amendment to Term Note dated December, 1996.
*10.18 -- First Amendment to Loan Agreement dated December, 1996.
*10.19 -- First Amendment to Demand Note dated December, 1996.
*10.20 -- First Amendment to Security Agreement dated December, 1996.
*10.21 -- 1991 Stock Option Plan.
*10.22 -- Amendment No. 1 to 1991 Stock Option Plan.
*10.23 -- 1994 Employee Stock Option Plan.
*10.24 -- Amendment No. 1 to 1994 Employee Stock Option Plan.
*10.25 -- 1997 Equity Incentive Plan.
*10.26 -- Form of Common Stock Purchase Warrant.
*10.27 -- Form of Amendment No. 1 to Common Stock Purchase Warrant.
*16 -- Letter of KPMG Peat Marwick LLP re change in certifying accountant.
23.1 -- Consent of Coopers & Lybrand L.L.P.
23.2 -- Consent of KPMG Peat Marwick LLP.
23.3 -- Consent of Eaton, Peabody, Bradford & Veague, P.A. (included in Exhibit 5.1.)
23.4 -- Consent of Ernst & Young LLP.
*24.1 -- Power of Attorney (included in signature page to Registration Statement).
*27 -- Financial Data Schedule.
*99.1 -- Consent of Donald R. Hughes to be named herein as Director-elect.
*99.2 -- Consent of Max G. Pitcher to be named herein as Director-elect.
*99.3 -- Consent of William M. Dubay to be named herein as Director-elect.
________________________
* Previously filed in the Company's registration statement on Form S-1 (File No.
333-10721) and incorporated herein by reference thereto.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Brunswick,
State of Maine, on the 5th day of February, 1997.
BRUNSWICK TECHNOLOGIES, INC.
By: /s/ Martin S. Grimnes
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Martin S. Grimnes
Principal 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 date indicated:
SIGNATURE TITLE DATE
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/s/ Martin S. Grimnes
______________________ Principal Executive Officer February 5, 1997
Martin S. Grimnes and Director
/s/ David M. Coit
______________________ Director February 5, 1997
David M. Coit
______________________ Director
Gregory B. Peters
/s/ David E. Sharpe
______________________ Director February 5, 1997
David E. Sharpe
/s/ Peter N. Walmsley
______________________ Director February 5, 1997
Peter N. Walmsley
/s/ John P. O'Sullivan
______________________ Treasurer and Principal February 5, 1997
John P. O'Sullivan Financial and Accounting
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoint Martin S. Grimnes and John P. O'Sullivan
and each one of them, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any and all amendments
to this Registration Statement (including post-effective amendments), and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
SIGNATURE TITLE DATE
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/s/ Martin S. Grimnes
______________________ Principal Executive Officer February 5, 1997
Martin S. Grimnes and Director
/s/ David M. Coit
______________________ Director February 5, 1997
David M. Coit
______________________ Director
Gregory B. Peters
/s/ David E. Sharpe
______________________ Director February 5, 1997
David E. Sharpe
/s/ Peter N. Walmsley
______________________ Director February 5, 1997
Peter N. Walmsley
/s/ John P. O'Sullivan
______________________ Treasurer and Principal February 5, 1997
John P. O'Sullivan Financial and Accounting
Officer
EXHIBIT 5.1
EATON, PEABODY, BRADFORD & VEAGUE, P.A.
ATTORNEYS AT LAW
FLEET CENTER - EXCHANGE STREET
P.O. BOX 1210
BANGOR, MAINE 04402-1210
TELEPHONE (207) 947-0111
FAX (207) 942-3040
February 5, 1997
Board of Directors
Brunswick Technologies, Inc.
43 Bibber Pkwy.
Brunswick, ME 04011
Gentlemen:
You have requested our opinion, as counsel to Brunswick Technologies,
Inc. (the "Company"), with respect to certain matters in connection with a
proposed public offering of 2,500,000 shares of the Company's Common Stock,
$0.0001 par value (the "Shares"), 1,700,000 shares of which will be offered by
the Company and 800,000 Shares of which (1,175,000 Shares if the over-allotment
option is exercised in full) will be offered by North Atlantic Venture Fund,
L.P. (the "Selling Shareholder"), to be underwritten by certain underwriters
represented by Josephthal Lyon and Ross Incorporated and Southwest Securities
(the "Underwriters"). The offering is to be made pursuant to a Registration
Statement on Form S-1 (File No. 333-10721) filed with the Securities and
Exchange Commission on August 23, 1996, as amended (the "Registration
Statement") and a subsequent Registration Statement on Form S-1 filed with the
Commission pursuant to Rule 462(b) promulgated under the Securities Act of 1933
(the "New Registration Statement").
In rendering this opinion we have reviewed, among other documents, the
Company's Restated Articles of Incorporation (and have assumed for purposes
hereof the filing thereof with the Secretary of State of the State of Maine) and
Third Restated By-Laws, each as amended to date, the proceedings of the
Company's stockholders and Board of Directors relating to the authorization and
issuance of the Shares, and the Underwriting Agreement to be entered into among
the Company, the Underwriters and the Selling Shareholder, the form of which is
filed as Exhibit 1.1 to the Registration Statement (the "Underwriting
Agreement"). We also have considered such statutes, rules and regulations as we
have deemed relevant for the purposes hereof.
Based on the foregoing, it is our opinion that:
Board of Directors
Page 2
February 5, 1997
1. The Company is duly incorporated, validly existing and in good
standing under the laws of the State of Maine.
2. The Shares to be sold by the selling shareholder are, and the Shares
to be sold by the Company, when issued and sold pursuant to the Underwriting
Agreement, will be, legally authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the New Registration Statement and to the reference to Eaton, Peabody,
Bradford & Veague, P.A. in "Legal Matters" in the Prospectus which is
incorporated by reference in the New Registration Statement.
Very truly yours,
/s/ Eaton, Peabody, Bradford & Veague, P.A.
Coopers
& Lybrand
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-1 (333- ) of our report dated October 30, 1996, except for Notes 1 and 12
as to which the date is February 5, 1997, on our audit of the financial
statements of Brunswick Technologies, Inc. as of September 30, 1996 and December
31, 1995, and the nine months ended September 30, 1996 and the year ended
December 31, 1995, appearing in the registration statement on Form S-1 (No.
333-10721) of Brunswick Technologies, Inc. filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933.
/s/ Coopers & Lybrand L.L.P.
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Coopers & Lybrand L.L.P.
Portland, Maine
February 5, 1997
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Brunswick Technologies, Inc.
We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus
incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
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KPMG Peat Marwick LLP
Boston, Massachusetts
February 5, 1997
Consent of Independent Auditors
We Consent to the reference to our firm under the caption "Experts" and to the
use of our report dated October 18, 1996, with respect to the financial
statements of Advanced Textiles, Inc. incorporated herein by reference on Form
S-1 and related Prospectus of Brunswick Technologies, Inc. for the registration
of 2,500,000 shares of its common stock.
/s/ Ernst & Young LLP
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Ernst & Young LLP
Greensboro, North Carolina
February 3, 1997
