<PAGE>
As filed with the Securities and Exchange Commission on December 4, 1997
Registration No. 333-
_____________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________________
AURA SYSTEMS, INC.
---------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 95-4106894
----------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2335 Alaska Avenue, El Segundo, California 90245
----------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive office)
Zvi (Harry) Kurtzman, Chief Executive Officer
Aura Systems, Inc.
2335 Alaska Avenue
El Segundo, CA 90245
(310) 643-5300
---------------------------------------
(Name, Address, including zip code, and
telephone number, including area code, of agent for service)
Copy to:
Samuel S. Guzik, Esq.
Guzik & Associates
1800 Century Park East, Fifth Floor
Los Angeles, CA 90067
(310) 788-8600
-----------------------------
Approximate date of proposed sale to the public: From time to time after the
effective date of the Registration Statement.
If the only securities registered on this form are being offered pursuant to
dividend or interest reinvestment
<PAGE>
plans, check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(c) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following
box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Proposed
Title of each class Proposed maximum
of securities to be Amount to be maximum offering aggregate offering Amount of
registered registered(2) price per share(1) price(1) registration fee
- ---------------------- --------------- ------------------- --------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock,
$.005 par value 13,578,639 $3.30 $44,809,508 $13,578.64
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated for the purpose of calculating the registration fee pursuant to
Rule 457(c) on the basis of the high and low price of the Registrant's
Common Stock on December 3, 1997.
(2) Included in this amount are 10,364,076 shares issuable upon conversion of
the Registrant's Convertible Debentures (the "Debentures") and exercise of
the Registrant's Warrants issued in connection with the sale of the
Debentures (the "Debenture Warrants"), which is equal to 150% of the number
of shares currently issuable under the Debentures and the Debenture
Warrants. For purposes of estimating the number of shares of Common
Stock to be included in this Registration Statement, the Registrant
calculated 150% of the number of shares of Common Stock issuable in
connection with the conversion of the Debentures (based on a conversion
price of $3.04 which is 110% of the average closing bid price of the Common
Stock as reported on the Nasdaq National Market for the five consecutive
trading days ending October 29, 1997) and the exercise of the Debenture
Warrants. In addition to the shares set forth in the table, the amount to
be registered includes an indeterminate number of shares issuable upon
conversion of or in respect of the Debentures or exercise of or in respect
of the Debenture Warrants and other Warrants to which the registrable
securities relate, as such number may be adjusted as a result of stock
splits, stock dividends and antidilution provisions (including floating
rate conversion prices) in accordance with Rule 416.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
TABLE OF CONTENTS
AVAILABLE INFORMATION..................................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................... 2
SUMMARY................................................................... 3
RISK FACTORS.............................................................. 4
SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION............................. 6
DESCRIPTION OF CAPITAL STOCK.............................................. 7
LEGAL MATTERS............................................................. 7
EXPERTS................................................................... 7
ADDITIONAL INFORMATION.................................................... 8
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN A OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
STATE.
Subject to completion, dated December 4, 1997
PROSPECTUS
________________________________________________________________________________
AURA SYSTEMS, INC.
COMMON STOCK
________________________________________________________________________________
This Prospectus relates to the resale by the Selling Stockholders
identified herein of (i) an aggregate of 6,834,473 shares of Common Stock, $.005
par value ("Common Stock") of Aura Systems, Inc. ("Aura" or the "Company") which
may be acquired by the Selling Stockholders upon the exercise of outstanding
warrants at exercise prices ranging from $2.50 to $4.00 per share, subject to
adjustment (the "Warrants"); and (ii) an indeterminate number of shares,
initially 3,289,474 shares, which may be acquired by one of the Selling
Stockholders upon conversion of the Company's Convertible Debentures (the
"Debentures"); which are being offered for the account of the Selling
Stockholders named herein. See "Selling Stockholders and Plan of Distribution."
Although the Company will receive proceeds from the exercise of outstanding
Warrants from time to time if and when they are exercised, the Company will not
receive any of the proceeds from the sale of shares by the Selling Stockholders
offered hereby.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS," AT PAGE FOUR, FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
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 Common Stock of the Company is traded on the Nasdaq National Market
under the symbol "AURA". On December 3, 1997, the last reported sales price
for Aura's Common Stock on the Nasdaq National Market was $3.12.
The date of this Prospectus is __________ ____, 1997
<PAGE>
AVAILABLE INFORMATION
Aura is subject to the informational reporting requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Regional Offices located at 7 World Trade Center, New
York, New York 10048 and Northwestern Atrium Center, 500 W. Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can also be
obtained from the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The Commission also
maintains a Web site on the Internet, http://www.sec.gov, that also contains
such reports, proxy statements and other information filed by the Company.
The Company has filed with the Commission a Registration Statement
(together with all amendments and exhibits, the "Registration Statement") on
Form S-3 under the Securities Act of 1933 (the "Securities Act") with respect to
the Common Stock offered pursuant to this Prospectus. This Prospectus does not
contain all the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. Statements made in this Prospectus as to the contents of any
agreement or other document referred to herein are not necessarily complete and
reference is made to the copy of such agreement or other reference is made to
the Registration Statement and to the exhibits and schedules filed therewith.
Copies of the material containing this information may be obtained from the
Commission upon payment of the prescribed fee.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, all of which are previously filed with the
Commission pursuant to the Securities Exchange Act of 1934, are hereby
incorporated by reference in this Prospectus: (i) the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1997 ("1997 Form 10-K"); (ii)
the Company's Quarterly Reports on Form 10-Q for the quarters ended May 31,
1997, and August 31, 1997; and (iii) the Company's Form 8-K dated November 12,
1997; and (iv) the Company's Proxy Statement dated August 8, 1997.
All other reports and documents filed by the Company subsequent to the
date of this Prospectus pursuant to Sections 13(a), 13(c), and 14 or 15(d) of
the Exchange Act prior to the termination of the offering of the Common Stock
covered by this Prospectus shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of those
documents.
Any statement contained 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 such statement is modified or
replaced by a statement contained in this Prospectus or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference into this Prospectus. Any such statement so modified or superseded
shall not be deemed, except as so modified or replaced, to constitute a part of
this Prospectus. The Company will provide without charge to each person to whom
a copy of this Prospectus has been delivered, upon the written request of any
such person, a copy of any or all of the documents referred to above that have
been or may be incorporated in this Prospectus by reference, other than exhibits
to such documents. Written requests for such copies should be directed to
Steven C. Veen, Senior Vice President and Chief Financial Officer, Aura Systems,
Inc., 2335 Alaska Avenue, El Segundo, California 90245, (310) 643-5300.
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<PAGE>
SUMMARY
This Prospectus, which includes the documents incorporated herein, contains
forward-looking statements that involve risk and uncertainties. The Company's
actual results could differ materially from those anticipated in such forward-
looking statements as a result of certain factors, including those set forth
under "Risk Factors" and elsewhere in this Prospectus. The following summary is
qualified in its entirety by reference to the more detailed information and
financial statements (including the notes thereto) appearing elsewhere in this
Prospectus, including the documents incorporated herein. An investment in the
shares of the Common Stock offered hereby involves a high degree of risk.
Prospective investors should carefully consider the factors discussed under
"Risk Factors."
THE COMPANY
Aura Systems, Inc. ("Aura" or the "Company") is engaged in the development,
commercialization and sales of products, systems and components using its
patented and proprietary electromagnetic and electro-optical technology, as well
as the sale of other products which do not utilize this technology, such as
sound cards, CD ROMs, multimedia kits, modems, and computer monitors. The
Company's proprietary and patented technology is being developed for use in
systems and products for commercial, industrial, consumer and government use.
To date, a combination of Aura funds and commercial and governmental development
contracts have been utilized in the process of developing product applications.
In 1996 the Company merged its operations into four operating divisions:
(1) AuraSound, which manufactures and sells professional and consumer sound
systems and components and interactive products, including speakers, amplifiers,
Bass Shakers, and sound cards; (2) NewCom, which manufacturers or packages for
sale, and distributes computer related products, including CD ROM drives,
modems, computer speakers, monitors, sound cards and multimedia kits; (3)
Automotive and Industrial, which is commercializing products with automotive and
industrial applications, including AuraGen and EVA; and (4) Display Systems,
which is commercializing Aura's actuated mirror array technology in consumer and
commercial display systems for use in televisions, computer displays and
theaters. In September 1997 Aura's NewCom subsidiary completed its initial
public offering, with Aura owning 72% of NewCom following completion of the
public offering.
References herein to the "Company" or "Aura" include Aura and its
subsidiaries, unless the context indicates otherwise. The Company's
headquarters are located at 2335 Alaska Avenue, El Segundo, California 90245,
and its telephone number is (310) 643-5300.
RISK FACTORS
See "Risk Factors" for a discussion of certain factors that investors
should consider carefully in evaluating an investment in the Common Stock
offered hereby. These risk factors include, among other things, a history of
operating losses, the continuing need for additional capital, competition and
other factors.
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<PAGE>
RISK FACTORS
THE SHARES OF AURA'S COMMON STOCK MUST BE CONSIDERED A SPECULATIVE
------------------------------------------------------------------
INVESTMENT INVOLVING A HIGH DEGREE OF RISK. IN ADDITION TO OTHER INFORMATION
- -----------------------------------------------------------------------------
CONTAINED IN THIS PROSPECTUS, PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER
- -----------------------------------------------------------------------------
THE FOLLOWING FACTORS IN EVALUATING THE COMPANY AND ITS BUSINESS BEFORE
- -----------------------------------------------------------------------
INVESTING IN THE SHARES OF COMMON STOCK OFFERED HEREBY.
- ------------------------------------------------------
HISTORY OF LOSSES; SIGNIFICANT ACCUMULATED DEFICIT; POSSIBILITY OF FUTURE LOSSES
The Company and its predecessors on a consolidated basis have recognized
net losses in each fiscal year to date. The Company has incurred cumulative
losses in each fiscal year to date and has an accumulated deficit through August
31, 1997 of approximately $70 million. Although the Company achieved a profit
for the six months ended August 31, 1997, of $0.6 million, there can be no
assurance that the Company will remain profitable or that its activities or
operations will be successful. In addition, because the Company's efforts have
been directed towards product development and the introduction of new products
in the recent past, revenues and operating results have been uneven and may
continue to be so during Fiscal 1998 and beyond.
GENERAL NEED FOR ADDITIONAL CAPITAL; NO ASSURANCE IT WILL BE AVAILABLE
The cash flow generated from the Company's operations to date has not been
sufficient to fund its working capital needs. The Company has relied upon
external sources of financing to maintain its liquidity, principally private and
bank indebtedness and equity financing. The Company expects to fund any
operating shortfall in Fiscal 1998 from cash on hand and available credit
facilities, and expects to continue to seek external sources of capital such as
debt and equity financing. There are no assurances that such funds will be
available at the times or in the amounts required by the Company. In the event
any such financing involves the issuance of equity securities, existing
stockholders may suffer dilution in net tangible book value per share. The
unavailability of funds could have a material adverse effect on the Company's
financial statements, results of operations and ability to expand its
operations.
HIGHLY COMPETITIVE INDUSTRIES; RAPID TECHNOLOGICAL CHANGE
The industries in which the Company operates are extremely competitive and
characterized by rapid technological change. Many of its competitors have
substantially greater financial resources than the Company, spend considerably
larger sums than the Company on research, new product development and marketing,
and have long-standing customer relationships. Furthermore, the Company must
compete with many larger and better established companies in the hiring and
retention of qualified personnel. Although the Company believes it has certain
technological advantages over its competitors, realizing and maintaining such
advantages will require the Company to develop customer relationships and will
depend on market acceptance of its products. Future revenues and profits will
be dependent to a large extent on the introduction of new products. Competitive
pressures could reduce market acceptance of the Company's products, and there
can be no assurance the Company will have the financial resources, technical
expertise or marketing and support capabilities to compete successfully in the
future.
PROTECTION OF PATENTS AND PROPRIETARY TECHNOLOGY
The Company protects its proprietary technology by means of patent
protection, trade secrets and unpatented proprietary know-how. No assurance can
be given that pending or future patent applications will issue as patents or
that any patents which have been or may be issued will provide the Company with
adequate protection with respect to the covered products or technology.
Moreover, a portion of the Company's
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<PAGE>
proprietary technology is dependent upon unpatented trade secrets and know-how.
Although the Company enters into confidentiality agreements with individuals and
companies having access to proprietary technology whenever practicable, such
agreements may not provide meaningful protection for this technology in the
event of any unauthorized use or disclosure of such know-how. Further, in cases
where patent protection does not exist, the Company may be exposed to
competitors who independently develop substantially equivalent technology or
otherwise gain access to the Company's trade secrets, know-how or other
proprietary information.
DEPENDENCE UPON THIRD PARTY MANUFACTURERS
The Company currently has limited capability to manufacture its proposed
products or certain of their components by itself on a commercial scale, and
relies extensively on subcontracts with third party manufacturers and joint
ventures for such products and components. The use of third party manufacturers
increases the risk of delay of shipments to its customers and increases the risk
of higher costs if the Company's manufacturers are not available when required.
SHARES ELIGIBLE FOR FUTURE SALE
Future sales of Common Stock in the public market by stockholders (and
future issuances of Common Stock upon the exercise of options, warrants, or
convertible debt) may adversely affect the market price of the Company's stock.
For example, pursuant to outstanding registration statements on file with the
Commission a total of approximately 13,000,000 shares of Common Stock issuable
upon the exercise of outstanding warrants and options are eligible for future
resale in the public market. 3,289,474 shares, subject to adjustment, will
become eligible for resale upon the conversion of the Debentures which are
convertible into shares of Common Stock.
ABSENCE OF DIVIDENDS
The Company has never paid cash dividends on its Common Stock and does not
expect to pay any cash dividends in the foreseeable future. The Company
currently intends to retain any future earnings for use in its business.
EFFECT OF ANTI-TAKEOVER PROVISIONS
The Company is subject to the anti-takeover provisions of Section 203 of
the Delaware General Corporation Law, which prohibits the Company from engaging
in a "business combination" with an "interested stockholder" for a period of
three years after the date of the transaction in which the person first becomes
an "interested stockholder," unless the business combination is approved in a
prescribed manner. The application of Section 203 could also have the effect of
delaying or preventing a change in control of the Company.
FORWARD-LOOKING STATEMENTS
When used in this Prospectus and the documents incorporated herein by
reference, the words "believes," "anticipates," "expects" and similar
expressions are intended to identify, in certain circumstances, forward-looking
statements. Such statements are subject to a number of risks and uncertainties
that could cause actual results to differ materially from those projected,
including the risks described in this "Risk Factors" section. Given these
uncertainties, prospective investors are cautioned not to place undue reliance
on such statements. The Company also undertakes no obligation to update these
forward-looking statements.
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<PAGE>
SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION
All of the shares of Common Stock of the Company covered by this Prospectus
are being sold for the account of the selling stockholders named in the table
below under "Shares of Common Stock Offered by Selling Stockholders (the
"Selling Stockholders"). 6,834,473 shares are being offered by the Selling
Stockholders upon the exercise of outstanding, unexercised Warrants consist of
the following: (i) 496,563 shares issuable upon exercise of outstanding Warrants
at an exercise price of $2.69 per share; (ii) 2,250,000 shares issuable upon
exercise of outstanding Warrants at $2.50 per share, subject to adjustment;
(iii) 3,619,910 shares issuable upon exercise of outstanding Warrants at $2.85
per share; (iv) 218,000 shares issuable upon exercise of outstanding Warrants at
$3.00 per share; and (v) 250,000 shares issuable upon exercise of outstanding
Warrants at $4.00 per share. An indeterminate number of shares, 3,289,474 shares
as of the date of this Prospectus, are being offered by a Selling Stockholder
upon the conversion of the Debentures.
The Debentures are initially convertible into shares of Common Stock of the
Company at a conversion price of $3.04 (110% of the average closing bid price of
the Common Stock for the five consecutive trading days ending October 29, 1997).
Under certain circumstances, the Company may be required, at the option of the
holder of the Debentures, to prepay the Debentures in accordance with the terms
thereof. In the event the Company fails to prepay the Debentures within five
days of the date fixed for prepayment, the conversion price of the Debentures
for all conversions taking place thereafter will equal the lowest closing bid
price of the Common Stock during the sixty trading day period ending one day
prior to any conversion date.
The shares being offered by the Selling Stockholders or their respective
pledgees, donees, transferees or other successors in interest, may be sold in
one or more transactions (which may involve block transactions) on the Nasdaq
National Market or on such other market on which the Common Stock may from time
to time be trading, in privately-negotiated transactions, through the writing of
options on the shares, short sales or any combination thereof. The sale price
to the public may be the market price prevailing at the time of sale, a price
related to such prevailing market price or such other price as the Selling
Stockholders determine from time to time. The shares may also be sold pursuant
to Section 4(1) of the Securities Act or Rule 144 thereunder.
The Selling Stockholders or their respective pledgees, donees, transferees
or other successors in interest, may also sell the Shares directly to market
makers acting as principals and/or broker-dealers acting as agents for
themselves or their customers. Brokers acting as agents for the Selling
Stockholders will receive usual and customary commissions for brokerage
transactions, and market makers and block purchasers purchasing the shares will
do so for their own account and at their own risk. It is possible that a
Selling Stockholder will attempt to sell shares of Common Stock in block
transactions to market makers or other purchasers at a price per share which may
be below the then market price. There can be no assurance that all or any of
the shares offered hereby will be issued to, or sold by, the Selling
Stockholders. The Selling Stockholders and any brokers, dealers or agents, upon
effecting the sale of any of the shares offered hereby, may be deemed
"underwriters" as that term is defined under the Securities Act or the Exchange
Act, or the rules and regulations thereunder.
The Selling Stockholders and any other persons participating in the sale or
distribution of the shares will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, which provisions may
limit the timing of purchases and sales of any other such person. The foregoing
may affect the marketability of the shares.
The Company has agreed to indemnify the Selling Stockholders, or their
transferees or assignees, against certain liabilities, including liabilities
under the Securities Act, or to contribute to payments the Selling Stockholders
or their respective pledgees, donees, transferees or other successors in
interest, may be required to make in respect thereof.
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<PAGE>
Listed below are the names of each selling stockholder (the "Selling
Stockholders"), the total number of shares owned and the number of shares to be
sold in this offering by each Selling Stockholder, and the percentage of Common
Stock owned by each Selling Stockholder before and after this Offering:
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF SHARES OF
COMMON STOCK TO COMMON STOCK
SHARES OF BE OFFERED FOR OWNED OF
COMMON STOCK SELLING RECORD AFTER
OWNED OF RECORD STOCKHOLDER'S COMPLETION OF
PRIOR TO OFFERING** ACCOUNT** OFFERING
------------------- ------------- --------
NAME NUMBER PERCENT NUMBER PERCENT
- ---- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
D.H. Capital Ltd. 62,500 * 62,500 *
Fairway Capital Limited 177,188 * 177,188 *
Global Growth Limited 88,594 * 88,594 *
Infinity Emerging
Opportunities Limited 264,655 * 264,655 *
Infinity Investors Limited 1,938,938 2.4% 1,938,938 *
Intercontinental Holding
Co., Ltd. 37,500 * 37,500 *
JNC Opportunity Fund, Ltd. 318,000 * 318,000 *
M.A.G. & Associates, Inc. 37,500 * 37,500 *
J.T. Oxford & Company, Inc. 37,500 * 37,500 *
RGC International
Investors, LDC 6,909,384 8.0% 6,909,384(1) *
Joseph B. LaRocco 6,250 * 6,250 *
Seacrest Capital
Limited 177,188 * 177,188 *
Settendown Capital 31,250 * 31,250
Zuma Capital Limited 37,500 * 37,500 *
- ----------------------------
</TABLE>
* Less than one percent.
** Assumes the exercise of all Warrants and conversion of all Debentures.
-7-
<PAGE>
(1) The number of shares set forth in the table represents an estimate of the
number of shares of Common Stock to be offered by this Selling Stockholder.
The actual number of shares of Common Stock issuable upon conversion of the
Debentures and exercise of the Warrants issued to the Debenture holder in
connection therewith (the "Debenture Warrants") is indeterminate, is
subject to adjustment and could be materially more than such estimated
number depending on factors which cannot be predicted by the Company at
this time. The actual number of shares of Common Stock offered hereby, and
included in the Registration Statement of which this Prospectus is a part,
includes such additional number of shares of Common Stock as may be issued
or issuable upon conversion of the Debenture and exercise of the Debenture
Warrants by reason of the floating rate conversion price mechanism or other
adjustment mechanisms described therein, or by reason of any stock split,
stock dividend or similar transaction involving the Common Stock, in order
to prevent dilution, in accordance with Rule 416 under the Securities Act.
Pursuant to the terms of the Debentures, if the Debentures had been
actually converted on the date of this Prospectus the conversion price
would have been $3.04 (110% of the average closing bid price of the Common
Stock for the five consecutive trading days ending October 29, 1997) at
which price the Debentures would have been converted into approximately
3,289,474 shares of Common Stock. However, under certain circumstances the
conversion price is adjustable. For example, if the Company fails to prepay
the Debentures when required thereunder, the conversion price is adjusted
to equal the lowest closing bid price of the Common Stock during the 60
trading day period ending one day prior to the conversion date. Pursuant to
the terms of the Debentures and the Debenture Warrants, the Debentures and
Debenture Warrants are convertible or exercisable by any holder only to the
extent that the number of shares of Common Stock thereby issuable, together
with the number of shares of Common Stock owned by such holder and its
affiliates (but not including shares of Common Stock underlying unconverted
and unexercised portions of the Debentures and Debenture Warrants) would
not exceed 4.9% of the then outstanding Common Stock as determined in
accordance with Section 13(a) of the Exchange Act. Accordingly, the number
of shares of Common Stock set forth in the table for this Selling
Stockholder exceeds the number of shares of Common Stock that this Selling
Stockholder could own beneficially at any given time through their
ownership of the Debentures. In that regard, beneficial ownership of this
Selling Stockholder set forth in the table is not determined in accordance
with Rule 13d-3 under the Exchange Act.
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<PAGE>
DESCRIPTION OF CAPITAL STOCK
As of November 26, 1997, the authorized capital stock of the Company
consisted of 200,000,000 shares of Common Stock, par value $.005 per share, of
which 79,754,786 were issued and outstanding.
COMMON STOCK
Holders of Common Stock are entitled to one vote per share on all
matters to be voted upon by the stockholders. Common stockholders are entitled
to receive such dividends, if any, as may be declared from time to time by the
Board of Directors out of funds legally available therefor. The Common Stock
has no preemptive or conversion rights or other subscription rights and there
are no redemptive or sinking funds provisions applicable to the Common Stock.
All outstanding shares of Common Stock are fully paid and non-assessable, and
all the shares of Common Stock offered by the Company hereby will, when issued,
be fully paid and non-assessable.
ANTI-TAKEOVER PROVISIONS
The Company is subject to Section 203 of the Delaware General
Corporation Law ("Section 203"). In general, Section 203 prohibits certain
publicly held Delaware corporations from engaging in a "business combination"
with an "interested stockholder" for a period of three years following the date
of the transaction in which the person or entity became an interested
stockholder, unless the business combination is approved in a prescribed manner.
For purposes of Section 203, "business combination" is defined broadly to
include mergers, asset sales and other transactions resulting in a financial
benefit to the interested stockholder. An "interested stockholder" is any
person or entity who, together with affiliates and associates, owns (or within
the three immediately preceding years did own) 15% or more of the Company's
voting stock. The provisions of Section 203 requiring a super majority vote to
approve certain corporate transactions could enable a minority of the Company's
stockholders to exercise veto powers over such transactions and could have the
effect of delaying or preventing a change in control of the Company without
further action by the stockholders.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Company's Common Stock is
Interwest Transfer, Salt Lake City, Utah.
LEGAL MATTERS
Certain legal matters with respect to the validity of the shares of
Common Stock offered hereby will be passed upon for the Company by Guzik &
Associates, Los Angeles, California.
EXPERTS
The consolidated financial statements of the Company and subsidiaries
for the years ended February 28, 1997, February 29, 1996 and February 28, 1995,
incorporated by reference in this Prospectus and Registration Statement, have
been audited by Pannell Kerr Forster, Certified Public Accountants, a
professional corporation, Los Angeles, California, as stated in their report
incorporated by reference. Such financial statements and schedule have been so
incorporated in reliance upon such report given the authority of such firm as
experts in accounting and auditing.
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<PAGE>
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission a
Registration Statement under the Securities Act of 1933, as amended, with
respect to the Common Stock offered hereby. This Prospectus does not contain all
the information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information with respect to the Company and the
Common Stock, reference is hereby made to such Registration Statement, exhibit
and schedules. Statements contained in this Prospectus regarding the contents of
any contract or other document are not necessarily complete with respect to each
such contract or document filed as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the matter
involved, and each such statement shall be deemed qualified in its entirety by
such reference. The Registration Statement, including the exhibits and schedules
thereto, may be inspected without charge at the Commission in Washington, D.C.
and copies of such material may be obtained from such upon payment of the fees
prescribed by the Commission.
No dealer, salesman or other person has been authorized to give any
information or to make any representation orth than those contained in this
Prospectus. If given or made, such information or representation must not be
relied upon as having been authorized by the Company. This Prospectus does not
constitute an offer to sell or solicitation of an offer to buy any securities
other than the shares of Common Stock to which it relates or an offer or
solicitation to any person in any jurisdiction where such an offer or
solicitation would be unlawful. Neither delivery of this Prospectus nor sale
made hereunder shall under any circumstances create an implication that
information contained herein is correct as of any time subsequent to its date.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses payable by the Registrant
in connection with the sale and distribution of the securities being registered
hereby. All amounts are estimated except the Securities and Exchange Commission
registration fee.
<TABLE>
<CAPTION>
<S> <C>
SEC registration fee............................................. $13,578.64
Blue Sky fees and expenses....................................... 1,000.00
Accounting fees and expenses..................................... 1,000.00
Legal fees and expenses.......................................... 15,000.00
Printing and engraving expenses.................................. 1,000.00
Registrar and Transfer Agent's fees.............................. 500.00
Miscellaneous fees and expenses.................................. 500.00
Total............................................................ $32,578.64
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement of expenses incurred) arising under the
Securities Act of 1933, as amended (the "Act"). The Registrant has entered into
agreements with its directors to provide indemnity to such persons to the
maximum extent permitted under applicable laws.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
(1) 4.1 Certificate of Incorporation of Registrant.
(2) 4.2 Form of Certificate of Amendment of Certificate of Incorporation of
Registrant.
(1) 4.3 Bylaws of Registrant.
(3) 4.4 Form of Warrant.
(4) 5.1 Opinion of Guzik & Associates.
23.1 Consent of Pannell Kerr Forster, Certified Public Accountants, a
professional corporation.
(4) 23.2 Consent of Guzik & Associates.
24.1 Power of Attorney (included in signature page)
___________________________
(1) Incorporated by reference to the Exhibits to the Registration Statement on
Form S-1 (File No. 33-
II-1
<PAGE>
19530).
(2) Incorporated by reference to the Exhibit to the Registrant's Proxy
Statement dated August 8, 1997.
(3) Incorporated by reference to the Exhibits to the Registrant's Annual Report
on Form 10-K for the fiscal year ended February 28, 1994 (File No. 0-
17249).
(4) To be filed by amendment.
(b) Financial Statement Schedule
Schedule II--Valuation and Qualifying Accounts--Incorporated by
reference to Exhibit to the Annual Report on Form 10-K for the fiscal
year ended February 28, 1997.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-
effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
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) 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 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 may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section 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
II-2
<PAGE>
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
(b) 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.
(c) 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.
(d) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
II-3
<PAGE>
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 City of El Segundo, State of
California, on the 3rd day of December, 1997.
AURA SYSTEMS, INC.
By /s/ Zvi (Harry) Kurtzman
--------------------------------
Zvi (Harry) Kurtzman
Chief Executive Officer
KNOW BY ALL MEN THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Steven C. Veen or Zvi (Harry) Kurtzman or either
of them, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and 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 thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
/s/ Zvi (Harry) Kurtzman President and Director December 3, 1997
- ---------------------------
Zvi (Harry) Kurtzman (Principal Executive Officer)
/s/ Steven C. Veen Vice President, Chief December 3, 1997
- ---------------------------
Steven C. Veen Financial Officer, Director
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Arthur J. Schwartz Director December 3, 1997
- ---------------------------
Arthur J. Schwartz
/s/ Cipora Kurtzman Lavut Director December 3, 1997
- ---------------------------
Cipora Kurtzman Lavut
/s/ Norman Reitman Director December 3, 1997
- ---------------------------
Norman Reitman
/s/ Harvey Cohen Director December 3, 1997
- ---------------------------
Harvey Cohen
II-4
<PAGE>
/s/ Neal B. Kaufman Director December 3, 1997
- ---------------------------
Neal B. Kaufman
/s/ Ashok Dewan Director December 3, 1997
- ---------------------------
Ashok Dewan
/s/Gerald S. Papazian Director December 3, 1997
- ---------------------------
Gerald S. Papazian
/s/ Salvatore Diaz-Verson, Jr. Director December 3, 1997
- ------------------------------
Salvatore Diaz-Verson, Jr.
/s/ Peter Liu Director December 3, 1997
- ------------------------------
Peter Liu
II-5
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 of Aura Systems, Inc. our report dated June 11, 1997, on
our audits of the consolidated financial statements of Aura Systems, Inc. as of
February 28, 1997 and February 29, 1996, and for each of the three years in the
period ended February 28, 1997, which report appears in Form 10-K for the fiscal
year ended February 28, 1997. We also hereby consent to the reference to our
firm under the caption "Experts" in the Registration Statement.
/s/ PANNELL KERR FORSTER
- ----------------------------
PANNELL KERR FORSTER
CERTIFIED PUBLIC ACCOUNTANTS,
a Professional Corporation
Los Angeles, California
December 3, 1997
II-6
