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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 8, 1995
REGISTRATION NO. 33-62703
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRUEVISION, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 77-0161747
(State of (I.R.S. Employer
incorporation) Identification Number)
</TABLE>
2500 WALSH AVENUE
SANTA CLARA, CA 95051
(408) 562-4200
(Address, including zip code and telephone number, including area code, of
Registrant's principal executive offices)
LOUIS J. DOCTOR
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TRUEVISION, INC.
2500 WALSH AVENUE
SANTA CLARA, CA 95051
(408) 562-4200
(Name, address, including zip code and telephone number, including area code, of
agent for service)
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COPY TO:
ALAN K. AUSTIN
GREGORY M. PRIEST
MARK L. REINSTRA
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(415) 493-9300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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If the only 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, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the earlier effective number of the Securities Act registration
statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the earlier
effective number of the Securities Act 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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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.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED DECEMBER 8, 1995
PROSPECTUS
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6,940,469 SHARES
TRUEVISION, INC.
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COMMON STOCK
($.001 PAR VALUE)
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This Prospectus relates to 6,940,469 shares (the "Shares") of Common Stock,
no par value (the "Common Stock"), which include 2,470,469 shares of Common
Stock issuable upon exercise of warrants (the "Warrants"), of RasterOps, a
California corporation (the "Company"). The Shares may be offered by certain
shareholders of the Company (the "Selling Shareholders") from time to time in
transactions on the Nasdaq National Market, in privately negotiated transactions
or otherwise at fixed prices which may be changed, at market prices prevailing
at the time of sale, at prices related to such market prices or at negotiated
prices.
The Shares were issued in three private transactions exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to Section 4(2) thereof (the "Private Offerings").
The shares eligible for sale hereunder represent approximately 46.7% of the
Company's issued and outstanding shares of Common Stock. See "Selling
Shareholders" and "Plan of Distribution."
The Company entered into a Private Placement Agreement dated as of June 7,
1993, pursuant to which the Company sold 1,250,000 shares of Common Stock at a
price of $8.00 per share and a warrant exerciseable at $9.00 per share to
purchase an additional number of shares so that the aggregate number of shares
sold by the Company to the investor would equal up to 19.99% of the issued and
outstanding shares of the Company's Common Stock at the time of exercise of the
warrant. The last sale price per share of the Company's Common Stock on June 7,
1993 was $9.775.
On June 9, 1995, the Company entered into certain Unit Purchase Agreements
whereby the Company sold an aggregate of 500,000 Units (each consisting of four
shares of Common Stock and one warrant to purchase one share of Common Stock at
a price per share of $5.22). The price per Unit was $17.725, representing four
times the ten-day trailing average price of the Company's Common Stock on the
date of the Unit Purchase Agreements. The last sale price per share of the
Company's Common Stock on June 9, 1995 was $4.75.
On August 3, 1995, the Company entered into certain Stock Purchase
Agreements pursuant to which the Company sold an aggregate of 650,000 shares of
Common Stock at a per share price of $6.587 (which represented a ten percent
discount to the ten-day trailing average price of the Company's Common Stock on
the date of the Stock Purchase Agreements). The last sale price per share of the
Company's Common Stock on August 3, 1995 was $7.875.
The Company will receive no part of the proceeds of sales made hereunder.
All expenses of registration incurred in connection with this offering are being
borne by the Company, but all selling and other expenses incurred by the Selling
Shareholders will be borne by such Selling Shareholders. The Company and the
Selling Shareholders have each agreed to indemnify each other against certain
liabilities, including certain liabilities under the Securities Act.
The Common Stock is traded on the Nasdaq National Market under the symbol
"TRUV." On November 29, 1995, the closing price of the Common Stock on the
Nasdaq National Market was $7.00.
SEE "RISK FACTORS," BEGINNING ON PAGE 4, FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
Each Selling Shareholder and any broker executing selling orders on behalf
of the Selling Shareholders may be deemed to be an underwriter within the
meaning of the Securities Act. Commissions received by any such broker may be
deemed to be underwriting commissions under the Securities Act.
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THESE SHARES 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.
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The date of this Prospectus is , 1995.
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFERING DESCRIBED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY SELLING SHAREHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE
SHARES BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON
TO MAKE SUCH OFFER, SOLICITATION OR SALE. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the Public
Reference Room of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the Commission's regional offices at Seven World Trade Center, 13th
Floor, New York, New York, 10048, and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates.
The Company has filed with the Commission a Registration Statement (which
term shall include all amendments, exhibits and schedules thereto) on Form S-3
under the Securities Act, with respect to the Shares offered hereby. 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, and to which reference is hereby made. Statements
made in this Prospectus as to the contents of any document referred to are not
necessarily complete. With respect to each such 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 may be
inspected at the public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
Copies of such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W. Washington, D.C. 20549, at prescribed
rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus the following
documents and information heretofore filed with the Commission:
(1) the Company's Annual Report on Form 10-K/A for the fiscal year ended
July 1, 1995;
(2) the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1995; and
(3) the description of the Company's Common Stock offered hereby contained
in the Company's Registration Statement on Form 8-A dated March 26, 1990,
filed pursuant to Section 12 of the Exchange Act, including any amendment
or report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this Prospectus and prior to the
filing of a post-effective amendment which indicates that all Shares offered
have been sold or which deregisters all Shares then remaining unsold, shall be
deemed to be incorporated by reference in this Prospectus and to be part hereof
from the date of filing such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for all purposes to the extent that a statement contained in this Prospectus or
in any other subsequently filed documents which also is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement contained herein shall be deemed to be modified or superseded for all
purposes to the extent that a statement contained in a subsequently filed
document which is deemed to be incorporated by reference herein modifies or
supersedes such statement.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus is delivered, upon written or oral request of any
such person, a copy of any and all of the information that has been or may be
incorporated by reference in this Prospectus, other than exhibits to such
documents. Requests for such copies should be directed to the Company at 2500
Walsh Avenue, Santa Clara, CA 95051, Attention: General Counsel. The Company's
telephone number at that location is (408) 562-4200.
THE COMPANY
RasterOps (the "Company"), which was incorporated in 1987, designs,
develops, manufactures and markets professional quality digital video production
and imaging subsystems and true-color, photo realistic graphics and imaging
products for Apple and IBM-compatible personal computers. The Company's
manufacturing operations consist primarily of component sourcing and testing,
kitting, quality assurance, final testing and packaging. The Company has two
primary lines of business: its Truevision line of digital video production
subsystems and its RasterOps line of graphics and imaging products.
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RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, YOU SHOULD
CAREFULLY CONSIDER THE FOLLOWING FACTORS IN EVALUATING THE COMPANY AND ITS
BUSINESS BEFORE PURCHASING THE SECURITIES OFFERED HEREBY. NO INVESTOR SHOULD
PURCHASE SUCH SECURITIES UNLESS SUCH INVESTOR CAN AFFORD A COMPLETE LOSS OF HIS
OR HER INVESTMENT.
SUBSTANTIAL RECENT OPERATING LOSSES
From 1992 to 1993, the Company's revenues declined by approximately $21.7
million (or 18%), from 1993 to 1994, the Company's revenues declined by
approximately $20.8 million (or 21%) and from 1994 to 1995, the Company's
revenues declined by approximately $12.9 million (or 16%). In addition, the
Company has experienced significant operating losses during such periods. There
can be no assurance that revenues in the quarter ending December 30, 1995, will
equal or exceed revenues for the quarter ended September 30, 1995, or that the
Company will not experience significant operating losses in the future. As of
July 1, 1995, the Company had an accumulated deficit since inception of
approximately $29.0 million. The Company believes that continued investment in
its business, particularly research and development, is critical to its future
growth and competitive position. The Company, therefore, may experience
increased operating expenses, and in particular, research and development
expenses in future periods. There can be no assurance that increased research
and development and other efforts will result in successful product
introductions or enable the Company to maintain or increase sales, and there can
be no assurance that the Company will ever return to profitability.
SIGNIFICANT VOLATILITY IN OPERATING RESULTS
In the past, the Company has experienced significant fluctuations in its
quarterly operating results, and it anticipates that such fluctuations will
continue and could intensify in the future. Fluctuations in operating results
may result in volatility in the price of the Company's common stock. Operating
results may fluctuate as a result of many factors, including announcements by
the Company, its competitors or the manufacturers of the platforms with which
its products are used, volume and timing of orders received during the period,
the timing of new product introductions by the Company and its competitors,
product line maturation, the impact of price competition on the Company's
average selling prices, the availability and pricing of components for the
Company's products, changes in product or distribution channel mix and product
returns or price protection charges from customers. Many of these factors are
beyond the Company's control. In addition, due to the short product life cycles
that characterize the Company's markets, the Company's failure to introduce new,
competitive products consistently and in a timely manner would adversely affect
operating results for one or more product cycles.
The volume and timing of orders received during a quarter are difficult to
forecast. The Company's retail and distribution customers generally place orders
on an as-needed basis and, as a result, backlog at the beginning of each quarter
represents only a small percentage of the product sales anticipated in that
quarter for those customers. Quarterly net sales and operating results therefore
depend on the volume and timing of bookings received during a quarter, which are
difficult to forecast. As a result, a shortfall in sales in any quarter in
comparison to expectations may not be identifiable until the end of the quarter.
In addition, in large part due to delays in receipt of component supplies and
manufacturing delays, the Company has in the past recorded a substantial portion
of its revenues in the last weeks of the quarter. Notwithstanding the difficulty
in forecasting future sales, the Company generally must plan production, order
components and undertake its development, sales and marketing activities and
other commitments months in advance. Accordingly, any shortfall in revenues in a
given quarter may impact the Company's operating results due to an inability to
adjust expenses or inventory during the quarter to match the level of revenues
for the quarter. Excess inventory could also result in cash flow difficulties as
well as expenses associated with inventory writeoffs.
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RISKS ASSOCIATED WITH MANUFACTURING OPERATIONS
Recent events at the Company have subjected it to significant manufacturing
risks. A significant part of the RasterOps product line was monitors that were
acquired fully assembled from the Company's suppliers and that had relatively
high unit prices. Truevision products are primarily complex board level
products, which require significantly more sophisticated manufacturing
technologies and operations and some of which sell for significantly less per
unit than monitors. In addition, the Company has recently transitioned its
Truevision manufacturing operations from Indiana to its Santa Clara, California
headquarters. Furthermore, the Company has recently introduced several new,
complex board level products. These factors have placed a substantial strain on
the Company's manufacturing operations, and the Company has experienced
significant delays in product shipments in connection with these factors. The
Company's future operating results will depend in part on its ability to rapidly
and cost-effectively ramp manufacturing of complex new and existing board
products. Any delays or dislocations in this process could have a material
adverse effect on the Company's business and results of operations.
DISCONTINUANCE OF RASTEROPS GRAPHICS PRODUCTS; INCREASING DEPENDENCE ON
TRUEVISION VIDEO GRAPHICS PRODUCTS
Historically, the Company has derived a significant majority of its revenues
from sales of RasterOps color graphics products for the Apple platform. In the
years ended June 30, 1994 and July 1, 1995, sales of RasterOps products
accounted for $46.1 million (or 58% of revenues) and $21.0 million (or 32% of
revenues), respectively. In particular, the Company's RasterOps monitor business
contributed $30.4 million and $13.7 million to the Company's revenues in fiscal
1994 and 1995, respectively. This shift in focus was based in part on a
reduction in demand for RasterOps products due primarily to intensified
competition, particularly late in the first quarter of fiscal 1995, and Apple
Computer Inc.'s integration of graphics acceleration features into its Macintosh
computers. In addition, the RasterOps monitor business was receiving increased
competition with the entry of Apple and Sony into this market. In recent
periods, the Company has determined to eliminate several RasterOps product lines
(including its monitor products) and to shift its focus from RasterOps products
to Truevision products generally. The accumulated charges associated with the
Company's restructurings aggregate $10.1 million in fiscal 1995 and 1994. In the
quarter ended July 1, 1995, RasterOps products accounted for approximately $2.1
million (or 13% of product sales), and Truevision and OEM products accounted for
approximately $14.2 million (or 87% product sales). In light of the declines in
sales of RasterOps products, the Company's future operating results will
substantially depend upon sales of Truevision and OEM products. There can be no
assurance that the Company will be successful in maintaining or increasing sales
of Truevision and OEM products.
DEPENDENCE ON EMERGING MARKET
The market for digital desktop video authoring products is an emerging one,
and the size and timing of its development are subject to substantial
uncertainties and are outside the control of the Company. There can be no
assurance of the rate, if any, that applications requiring development of new
video content will develop or of the rate, if any, at which digital,
open-system, desktop solutions for video authoring will achieve market
acceptance. If the market for digital desktop video authoring were to fail to
develop, or were to develop more slowly than anticipated, the Company's
business, financial position and results of operations would be materially
adversely affected.
RAPID TECHNOLOGICAL CHANGE; NEED FOR MARKET ACCEPTANCE OF DVR ARCHITECTURE
The personal computer and workstation industry and the related computer
imaging market are characterized by intense competition, rapidly changing
technology and evolving industry standards, often resulting in short product
life cycles and rapid price declines. Accordingly, the Company's success is
highly dependent on its ability to develop, introduce to the marketplace in a
timely manner and sell complex new products. In this respect, the Company has
recently introduced and plans to introduce additional new versions of its Targa
2000 product for the PCI bus. The Company has in the past experienced some
delays in product introductions due to longer than anticipated development
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and the time required to obtain necessary components, as well as delays in
market acceptance. If the Company were to experience similar delays in the
future, with respect to its PCI bus product or otherwise, the Company's results
of operations could be materially adversely affected.
The Company's most recent introductions in the Truevision product line,
including the Targa 2000, are based on the Company's DVR architecture, and it is
expected that any new Truevision products introduced in the foreseeable future
will also be based on the DVR architecture. The DVR architecture is a new
technology that has not yet achieved widespread commercial acceptance, and there
can be no assurance that it will do so in the future. Failure of the DVR
architecture to achieve widespread commercial acceptance would have a material
adverse effect on the Company's business, financial condition and results of
operations.
DEPENDENCE ON SOLE AND LIMITED SOURCE SUPPLIERS AND SUBCONTRACTORS
Certain components used in the Company's products are currently available
only from a single source, and others are available from only a limited number
of sources. In particular, the Company's "hub" chips that are the basis of the
most recent generation of Truevision products are available only from LSI Logic
Corporation and are subject to substantial lead times, and other components
(particularly certain ASICs) are also available only from single sources. In the
past, the Company has experienced delays in the receipt of certain of its key
components and discontinuations of certain components, which have resulted in
delays in product deliveries. In particular, delays in receipt of certain
components interfered with the Company's ability to ship certain products in the
quarter ended April 1, 1995, and had a material adverse effect on the Company's
results of operations for that quarter. There can be no assurance that delays in
key components and product deliveries will not recur in the future or that these
vendors will continue to supply the Company. The inability to obtain sufficient
key components as required, or to develop alternative sources if and as required
in the future, could result in delays or reductions in product shipments to the
Company's customers. Any such delays or reductions could have a material adverse
effect on the Company's reputation and customer relationships which could, in
turn, have a material adverse effect on the Company's business and results of
operations. In addition, shortages of raw materials or production capacity
constraints at the Company's subcontractors or suppliers could negatively affect
the Company's ability to meet its production obligations and result in increased
prices for components. Any such reduction may result in delays in shipments of
the Company's products or increase the prices of components, either of which
could have a material adverse effect on the Company's business and results of
operations.
For the assembly of its products, the Company relies primarily on
subcontractors who use components purchased, tested and kitted by the Company.
The Company has in the past experienced interruptions in these services and
delays in product deliveries, which have in certain cases had a material adverse
effect on the Company's results of operations for particular periods (including
the quarter ended April 1, 1995), and there can be no assurance that such
problems will not recur in the future. The process of qualifying additional
subcontractors could be a lengthy one, and the inability of any of the Company's
subcontractors to provide the Company with these services in a timely fashion
could have a material adverse effect on the Company's operations until such time
as alternate sources of such services are established and the quality of such
services reaches an acceptable level.
FUTURE CAPITAL NEEDS UNCERTAIN
The Company's future capital requirements will depend upon many factors,
including the extent and timing of the Company's products in the market, the
progress of the Company's research and development, the Company's operating
results and the status of competitive products. The Company anticipates that
existing capital resources and cash generated from operations, if any, will be
sufficient to meet the Company's cash requirements for at least the next twelve
months at its current level of operations. The Company's actual capital needs
are difficult to predict, however, and there can be no assurance that the
Company will not require additional capital prior to such time. In particular,
the Company may seek additional funding during the next twelve months and would
likely do so after such time to finance working capital, although the Company is
unable to predict the amount and
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timing of such capital needs at this time. There can be no assurance that any
additional financing will be available to the Company on acceptable terms, or at
all, when required by the Company. Shortages of working capital may cause delays
in the Company's ability to timely obtain adequate supplies of components or
sub-contracted services. The Company has in the past experienced, and may
continue to experience, difficulties and delays in obtaining certain components
and services on a timely basis due to working capital constraints. Any such
difficulties or delays could have a material adverse effect on the Company's
business and results of operations. Moreover, if additional financing was not
available, the Company could be required to reduce or suspend its operations,
seek a merger partner or sell securities on terms that are highly dilutive or
otherwise disadvantageous to the Company's current shareholders. In this
respect, the Company has elected in both the fourth quarter of fiscal 1995 and
the first quarter of fiscal 1996 to raise capital through private placements of
equity securities at prices less than fair market value on the date of the
issuance. If adequate financing sources are insufficient or not available, the
Company's financial position and results of operations could be materially
adversely affected.
The Company negotiated in June 1995 a line of credit with a commercial bank
that includes financial and other covenants that must be satisfied for
borrowings to be permitted and that limits borrowings to percentages of accounts
receivable. The more significant financial covenants of the current line of
credit are tangible net worth and debt to tangible net worth covenants. The
Company has within the last twelve months been in violation of its quick ratio,
tangible net worth, debt to tangible net worth and profitability covenants as
well as a non-financial covenant of its previous line of credit. Since
negotiating the new line of credit in June 1995, the Company has not violated
any of its financial covenants. Although the Company is currently in compliance
with the bank agreement, there can be no assurance that waivers would be granted
in the future, if necessary. If the Company were unable to access the line of
credit as required, its business, financial position and results of operations
could be materially adversely affected.
COMPETITION
The Company's markets are intensely competitive, and the Company expects
this competition to continue to increase. The Company has experienced continued
competitive pricing pressures on a number of its product lines, and the Company
expects that these pricing pressures will continue. To the extent that
competitive pressures require price reductions more rapidly than the Company is
able to cut its costs, the Company's gross margins and results of operations
will be adversely affected. Many of the Company's competitors are more
established, have greater name recognition and have significantly greater
financial, technological, production and sales and marketing resources than the
Company. In addition to products currently in production by such competitors,
the Company expects that additional competitive products will be developed and
that new companies will enter its markets, both of which will continue to
increase competition. There can be no assurance that products or technologies
developed by others will not render the Company's products or technologies
noncompetitive or obsolete. The Company believes that its ability to compete
depends on elements both within and outside its control, including the success
and timing of new product development by the Company and its competitors,
product performance and price, distribution and general economic conditions or
by a downturn in the demand for personal computers or workstations. There can be
no assurance that the Company will be able to compete successfully with respect
to these or other factors, and the Company's results of operations may fluctuate
from quarter to quarter due to these and other factors.
DEPENDENCE ON KEY PERSONNEL; RECENT MANAGEMENT CHANGES
The Company's future success substantially depends on the efforts of certain
of its officers and key technical and other employees, many of whom have only
recently joined the Company. In particular, the Company's Chief Executive
Officer was hired in October 1994, and since that date, the Company has hired
several new executive officers. The loss of any one of these officers or
employees could have a material adverse effect on the Company's business and
results of operations. The
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Company believes that its future success also substantially depends on its
ability to attract, retain and motivate highly skilled employees, who are in
great demand. There can be no assurance that the Company will be successful in
doing so.
SHORT PRODUCT LIFE CYCLES
The market in which the Company operates is increasingly being characterized
by frequent new product introductions, which can result in short product life
cycles. The Company must continually monitor industry trends and make difficult
choices in selecting new technologies and features to incorporate into its
products. Each new product cycle presents new opportunities for current or
prospective competitors of the Company to gain market share. If the Company does
not successfully introduce new products within a given product cycle, the
Company's sales will be adversely affected for that cycle and possibly
subsequent cycles. Moreover, because of the possibility of short product life
cycles coupled with long lead times for many components used in the Company's
products, the Company may not be able to reduce quickly its production or
inventory levels in response to unexpected shortfalls in sales or, conversely,
to increase production in response to unexpected demand.
As is customary for high technology companies, sales of individual products
can often be characterized by steep declines in sales, pricing and margins
toward the end of the respective product's life cycle, the precise timing of
which may be difficult to predict. As new products are planned and introduced,
the Company attempts to monitor closely the inventory of older products and to
phase out their manufacture in a controlled manner. Nevertheless, the Company
has in the past experienced and could in the future experience unexpected
reductions in sales of older generation products as customers anticipate new
products. These reductions have resulted in and could in the future give rise to
additional charges for obsolete or excess inventory, returns of older generation
products by distributors, or substantial price protection charges. To the extent
that the Company is unsuccessful in managing product transitions, its business
and operating results could be materially adversely affected.
DEPENDENCE ON AVID
During the quarter ended September 30, 1995 and the fiscal year ended July
1, 1995, Avid Technology, Inc. ("Avid") accounted for approximately 41.8% and
15.7%, respectively, of the Company's revenues. The Company's operating results
have depended increasingly upon its ability to obtain orders from, maintain
relationships with and provide support to Avid and other key customers, and this
dependence could increase in the future. In addition, Avid or other key
customers could design their own products competitive with those of the Company.
Any cancellation of, or reduction or delay in, orders from Avid or other
customers could have a material adverse effect on the Company's business and
results of operations. In any event, the agreement with Avid will expire by its
terms in calendar 1997. In addition, the Company's agreement with Avid provides
that Avid has the right to manufacture products upon payment of a royalty rather
than purchasing them from the Company. Avid does not yet manufacture any of the
Company's products. If Avid chooses to manufacture the Company's products rather
than purchase them, the Company's revenues, gross margins and operating income
would be adversely affected. There can be no assurance that Avid will not choose
to manufacture the Company's products in the future.
RELATIONSHIP WITH SYSTEM SOFTWARE VENDORS
The Company's open systems, desktop strategy is substantially dependent on
its ability to maintain product compatibility and informal relationships with
system software vendors such as Microsoft and Apple. If the Company's
relationship with either Microsoft or Apple were to deteriorate, its business
and results of operations could be materially adversely affected.
UNCERTAINTY REGARDING PROPRIETARY RIGHTS
The Company attempts to protect its intellectual property rights through
patents, trademarks, trade secrets and a variety of other measures. There can be
no assurance, however, that such measures will provide adequate protection for
the Company's intellectual property, that the Company's trade
7
<PAGE>
secrets or proprietary technology will not otherwise become known or become
independently developed by competitors or that the Company can otherwise
meaningfully protect its intellectual property rights. There can be no assurance
that any patent owned by the Company will not be invalidated, that any rights
granted thereunder will provide competitive advantages to the Company or that
any of the Company's pending or future patent applications will be issued with
the scope of the claim sought by the Company, if at all. Furthermore, there can
be no assurance that others will not develop similar products, duplicate the
Company's products or design around the patents owned by the Company or that
third parties will not assert intellectual property infringement claims against
the Company. The failure of the Company to protect its proprietary rights could
have a material adverse effect on its business, financial condition and results
of operations.
Litigation may be necessary to protect the Company's intellectual property
rights and trade secrets, to determine the validity of and scope of the
proprietary rights of others or to defend against claims of infringement or
invalidity. Such litigation could result in substantial costs and diversion of
management resources and could have a material adverse effect on the Company's
business, financial condition and results of operations. From time to time in
the past the Company has received communications from third parties alleging
that the Company may be in violation of such third parties' intellectual
property rights, and there can be no assurance that such claims, or claims for
indemnification resulting from infringement claims against others, will not be
asserted in the future. If any such claims or actions are asserted against the
Company, the Company may seek to obtain a license under a third parties'
intellectual property rights. There can be no assurance, however, that a license
would be obtainable on reasonable terms or at all. In addition, should the
Company be required to litigate any such claims, such litigation could be
extremely expensive and time consuming and could materially adversely affect the
Company's business, financial condition and results of operations, regardless of
the outcome of the litigation.
INTEGRATION OF PRODUCT FUNCTIONALITY BY MOTHERBOARD MANUFACTURERS
In general, the Company's products are individual add-in subsystems which
function with computer systems to provide additional functionality.
Historically, as a given functionality becomes technologically stable and widely
accepted by users, the cost of providing the functionality is typically reduced
by means of large scale integration onto semiconductor chips which are then
incorporated onto motherboards. The Company has experienced such integration and
incorporation and expects that it will continue to occur with respect to the
functionality provided by the Company's products. The Company's success will
remain dependent, in part, on its ability to continue to develop products which
incorporate new and rapidly evolving technologies that computer makers have not
yet fully incorporated into motherboards, and there can be no assurance that
incorporation of new functionalities onto motherboards will not adversely affect
the market for the Company's products.
INTERNATIONAL OPERATIONS
For the fiscal years ended June 30, 1994 and July 1, 1995, approximately 31%
and 30%, respectively, of the Company's net sales were derived from sales to
international customers. The Company expects that international sales will
continue to represent a significant portion of net sales. Although the Company's
sales are denominated in dollars, its international business may be affected by
changes in demand resulting from fluctuations in exchange rates as well as by
risks such as unexpected changes in regulatory requirements, tariffs and other
trade barriers, costs and risks of localizing products for foreign countries,
longer accounts receivable payment cycles, difficulties in managing
international distributors, potentially adverse tax consequences, repatriation
of earnings and the burdens of complying with a wide variety of foreign laws. In
addition, the laws of certain foreign countries do not protect the Company's
intellectual property rights to the same extent as do the laws of the United
States.
VOLATILITY OF STOCK PRICE
The market price of the Company's Common Stock has been volatile and trading
volumes have been relatively low. Factors such as variations in the Company's
revenue, operating results and cash
8
<PAGE>
flow and announcements of technological innovations or price reductions by the
Company, its competitors, or providers of alternative products could cause the
market price of the Company's Common Stock to fluctuate substantially. In
addition, the stock markets have experienced significant price and volume
fluctuations that particularly have affected technology-based companies and
resulted in changes in the market prices of the stocks of many companies that
have not been directly related to the operating performance of those companies.
Such broad market fluctuations may adversely affect the market price of the
Company's Common Stock.
SHARES ELIGIBLE FOR FUTURE SALE
Substantially all of the Company's issued and outstanding shares (12,395,545
as of August 25, 1995) are freely tradeable subject to, in certain
circumstances, compliance with Rule 144 or Rule 701 under the Securities Act.
The Shares offered hereby represent approximately 46.7% of the Company's issued
and outstanding shares of Common Stock. Sales by the Selling Shareholders alone,
and combined with the substantial overhang of Common Stock available for sale in
the public market, could have a significant depressive effect on the market
price of the Company's Common Stock and could make it difficult for the Company
to secure capital in the future.
SELLING SHAREHOLDERS
The following table sets forth the names of the Selling Shareholders and the
number of Shares being offered by each of them hereby. Upon completion of the
offering, assuming all Shares being offered are sold, none of the Selling
Shareholders will own any shares of Common Stock. The Shares are being
registered to permit secondary trading of the Shares, and the Selling
Shareholders may offer Shares for resale from time to time. See "PLAN OF
DISTRIBUTION."
JUNE 1993 PRIVATE PLACEMENT. A certain Selling Shareholder acquired shares
of Common Stock and a warrant to purchase Common Stock pursuant to a Private
Placement Agreement (the "Private Placement Agreement") dated as of June 7, 1993
between the Company and Scitex Corporation Ltd ("Scitex"). Scitex purchased
1,250,000 shares of Common Stock at a price of $8.00 per share and a warrant
(the "Scitex Warrant") to purchase such additional shares of Common Stock so
that the aggregate number of shares of Common Stock acquired by Scitex directly
from the Company as of the date of any such purchase would not exceed 19.99% of
the then issued and outstanding shares of Common Stock of the Company, at an
exercise price of $9.00 per share.
Scitex represented in the Private Placement Agreement that it was an
accredited investor and was purchasing the Common Stock and the Scitex Warrant
for investment and not with a view to, or for a sale in connection with, any
distribution within the meaning of the Securities Act.
Scitex acquired certain additional shares being registered for resale hereby
from a private party in a separate transaction.
JUNE 1995 UNIT PRIVATE PLACEMENT. Certain Selling Shareholders acquired
shares of Common Stock and warrants to purchase Common Stock (the "Warrants")
pursuant to Unit Purchase Agreements (the "Unit Purchase Agreements") dated as
of June 9, 1995, among the Company and those Selling Shareholders (the "Unit
Purchasers"). The Unit Purchasers purchased a total of 500,000 units (each a
"Unit," and collectively, the "Units") at a price of $17.725 per Unit. Each Unit
consisted of four shares of the Company's Common Stock and a Warrant to purchase
one share of Common Stock for $5.22 per share.
The Unit Purchasers represented in the Unit Purchase Agreements that they
were accredited investors and were purchasing the Common Stock, the Warrants and
the Common Stock issuable upon exercise of the Warrants for investment and not
with a view to, or for a sale in connection with, any distribution within the
meaning of the Securities Act. The Unit Purchase Agreements require the Company
to file a registration statement under the Securities Act, to which this
Prospectus relates, with respect to the resale of the applicable Shares. The
Unit Purchase Agreements also require the Company to use its best efforts,
including the preparation and filing of appropriate amendments and
9
<PAGE>
supplements to the registration statement, to keep the registration statement
effective until the earlier of (i) June 19, 1998, (ii) such date as all of the
Shares have been resold by the Unit Purchasers, or (iii) such time as all of the
Shares held by the Unit Purchasers can be sold within a given three-month period
without compliance with the registration requirements of the Securities Act
pursuant to Rule 144 promulgated thereunder ("Rule 144).
Robertson, Stephens & Company, L.P., ("RS & Co.") acted as placement agent
for the Company in connection with the private placement of the Preferred Units.
For the performance of such services RS & Co. was paid a fee by the Company
including a warrant to purchase 135,824 shares.
AUGUST 1995 COMMON STOCK PRIVATE PLACEMENT. Certain other Selling
Shareholders acquired Common Stock pursuant to Stock Purchase Agreements (the
"Stock Purchase Agreements"), dated as of August 4, 1995, among the Company and
those Selling Shareholders (the "Common Stock Purchasers"). The Common Stock
Purchasers purchased a total of 650,000 Shares at a price of $6.587 a share.
The Common Stock Purchasers represented in the Stock Purchase Agreements
that they were accredited investors and were purchasing the Common Stock for
investment and not with a view to, or for a sale in connection with, any
distribution within the meaning of the Securities Act. The Stock Purchase
Agreements require the Company to file a registration statement under the
Securities Act, to which this Prospectus relates, with respect to the resale of
the applicable Shares. The Stock Purchase Agreements also require the Company to
use its best efforts, including the preparation and filing of appropriate
amendments and supplements to the registration statement, to keep the
registration statement effective until the earlier of (i) August 8, 1998, (ii)
such date as all of the Shares have been resold by the Common Stock Purchasers,
or (iii) such time as all of the Shares held by the Common Stock Purchasers can
be sold within a given three-month period without compliance with the
registration requirements of the Securities Act pursuant to Rule 144.
RS&Co. acted as placement agent for the Company in connection with the
private placement pursuant to the Stock Purchase Agreements. For the performance
of such services, RS&Co. was paid a fee by the Company.
Because the Selling Shareholders may sell all or some portion of the Shares
covered by this Prospectus, no estimate can be given as to the number of Shares
and the percentage of outstanding Common Stock that will be held by any of them
after any particular sale.
* * *
10
<PAGE>
The following table and accompanying footnotes identify each Selling
Shareholder and based upon information provided to the Company, set forth
information as of December 1, 1995 with respect to the Shares held by or
acquirable by, as the case may be, each Selling Shareholder.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
PRIOR TO OFFERING (1) NUMBER OF AFTER OFFERING
------------------------------ SHARES OFFERED ------------------------------
SELLING SHAREHOLDER NUMBER PERCENT HEREBY NUMBER PERCENT
- ----------------------------------------------- ----------------- ----------- -------------- ----------------- -----------
<S> <C> <C> <C> <C> <C>
21st Century Communications
Partners, L.P. (2) 631,175 5.0 631,175 -- *
21st Century Communications, Foreign (3) 84,975 * 84,975 -- *
21st Century Communications
T-E Partners, L.P. (4) 214,750 1.7 214,750 -- *
Applewood Associates, L.P. (5) 334,100 2.7 334,100 -- *
Ardent Research Partners, L.P. (6) 125,000 1.0 125,000 -- *
Ardsley Partners Fund I, L.P. 80,000 * 80,000 -- *
Bayview Investors, Ltd. (7) 270,324 2.1 270,324 -- *
Core Technology Fund, Inc. (8) 94,630 * 94,630 -- *
Crossover Fund, L.P. 36,000 * 36,000 -- *
Crown Capital Management (9) 37,500 * 37,500 -- *
Deutsche Bank AG 483,000 3.9 483,000 -- *
Executive Technology, L.P. (10) 43,295 * 43,295 -- *
KMF Partners, L.P. 36,500 * 36,500 -- *
Lang H. Gerhard (11) 165,000 1.3 165,000 -- *
Matrix Technology Group N.V. (12) 48,450 * 48,450 -- *
Montsol Investments, N.V. (13) 19,255 * 19,255 -- *
Scitex Corporation Ltd. (14)(15) 3,654,645 25.7 3,654,645 -- *
Sci-Tech Investment Partners, L.P. (16) 66,140 * 66,140 -- *
Security Management Capital (17) 30,000 * 30,000 -- *
Security Trend Partners 27,500 * 27,500 -- *
SG Partners, L.P. (18) 47,565 * 47,565 -- *
Yale University (19) 257,155 2.1 257,155 -- *
Yale University Retirement
Plan for Staff Employees (20) 18,510 * 18,510 -- *
Vereins und Westbank 135,000 1.1 135,000 -- *
TOTAL (2)(3)(4)(5)(6)(7)(8)(9)(10)(11)
(12)(13)(14)(15)(16)(17)(18)(19)(20) 6,940,469 46.7 6,940,469 -- *
</TABLE>
- --------------------------
* Less than One Percent
(1) As of August 25, 1995. On August 25, 1995, the outstanding Common Stock of
the Company was 12,395,545
(2) Includes 126,235 Shares acquirable upon exercise of a warrant.
(3) Includes 16,995 Shares acquirable upon exercise of a warrant.
(4) Includes 42,950 Shares acquirable upon exercise of a warrant.
(5) Includes 66,820 Shares acquirable upon exercise of a warrant.
(6) Includes 25,000 Shares acquirable upon exercise of a warrant.
(7) Includes 227,324 Shares acquirable upon exercise of a warrant.
11
<PAGE>
(8) Includes 12,510 Shares acquirable upon exercise of a warrant.
(9) Includes 7,500 Shares acquirable upon exercise of a warrant.
(10) Includes 6,088 Shares acquirable upon exercise of a warrant.
(11) Includes 33,000 Shares acquirable upon exercise of a warrant.
(12) Includes 7,889 Shares acquirable upon exercise of a warrant.
(13) Includes 2,729 Shares acquirable upon exercise of a warrant.
(14) Includes 1,834,645 Shares acquirable upon exercise of a warrant.
(15) Includes an additional 300,000 shares which may be acquirable pursuant to
the terms of the Scitex Warrant.
(16) Includes 9,111 Shares acquirable upon exercise of a warrant.
(17) Includes 6,000 Shares acquirable upon exercise of a warrant.
(18) Includes 6,180 Shares acquirable upon exercise of a warrant.
(19) Includes 36,853 Shares acquirable upon exercise of a warrant.
(20) Includes 2,640 Shares acquirable upon exercise of a warrant.
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Shareholders that they intend to
sell all or a portion of the Shares offered hereby from time to time on the
Nasdaq National Market, in privately negotiated transactions or otherwise and
that sales will be made at fixed prices that may be changed, at market prices
prevailing at the times of such sales, at prices related to such market prices
or at negotiated prices. The Selling Shareholders may also make private sales
directly or through a broker or brokers, who may act as agent or as principal.
In connection with any sales, the Selling Shareholders and any brokers
participating in such sales may be deemed to be underwriters within the meaning
of the Securities Act. The Company will receive no part of the proceeds of sales
made hereunder.
Any broker-dealer participating in such transactions as agent may receive
commissions from the Selling Shareholders (and, if they act as agent for the
purchaser of such Shares, from such purchaser). Brokerage fees may be paid by
the Selling Shareholders, which may be in excess of usual and customary
brokerage fees. Broker-dealers may agree with the Selling Shareholders to sell a
specified number of Shares at a stipulated price, and, to the extent such a
broker-dealer is unable to do so acting as agent for the Selling Shareholders,
to purchase as principal any unsold Shares at the price required to fulfill the
broker-dealer's commitment to the Selling Shareholders. Broker-dealers who
acquire Shares as principal may thereafter resell such Shares from time to time
in transactions (which may involve crosses and block transactions and which may
involve sales to and through other broker-dealers, including transactions of the
nature described above) on the Nasdaq National Market in privately negotiated
transactions or otherwise at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such market prices or at
negotiated prices, and in connection with such resales may pay to or receive
from the purchasers of such Shares commissions computed as described above.
The Company and the Selling Shareholders have each agreed to indemnify the
other against certain liabilities, including certain liabilities under the
Securities Act.
Any Shares covered by this Prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under that Rule rather than
pursuant to this Prospectus.
There can be no assurance that any of the Selling Shareholders will sell any
or all of the Shares offered by them hereunder.
12
<PAGE>
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K/A for the year ended July
1, 1995, have been so incorporated in reliance upon the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
LEGAL MATTERS
Counsel for the Company, Wilson Sonsini Goodrich & Rosati, Professional
Corporation, 650 Page Mill Road, Palo Alto, California 94304-1050, has rendered
an opinion to the effect that the Common Stock offered hereby is and, the Common
Stock issuable upon the exercise of the Scitex Warrant and the Warrants, when
issued in accordance with their respective terms, will be duly and validly
issued, fully paid and non-assessable.
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
<TABLE>
<S> <C>
SEC Registration Fee........................................... $22,062.92
Nasdaq listing fee............................................. $17,500.00
Accountant's fees and expenses................................. $10,000.00
Legal fees and expenses........................................ $10,000.00
Miscellaneous.................................................. $ 5,437.08
----------
Total...................................................... $65,000.00
----------
----------
<FN>
* Represents expenses relating to the distribution by the Selling Shareholders
pursuant to the Prospectus prepared in accordance with the requirements of
Form S-3. These expenses will be borne by the Company on behalf of the Selling
Shareholders. All amounts are estimates except for the SEC Registration Fee
and the Nasdaq listing fee.
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company has adopted provisions in its Amended and Restated Articles of
Incorporation that eliminate the personal liability of its directors to the
Company and its shareholders for monetary damages arising from a breach of their
fiduciary duties in certain circumstances and authorize the Company to indemnify
its directors and agents by bylaw, agreements or otherwise, to the fullest
extent permitted by law. Such limitation of liability does not affect the
availability of equitable remedies such as injunctive relief or rescission.
The Company's Bylaws, as amended, provide that the Company shall indemnify
its directors and officers to the fullest extent permitted by California law,
including circumstances in which indemnification is otherwise discretionary
under California law.
Commencing in February 1988, the Company entered into indemnification
agreements with its officers and directors containing provisions which are in
some respects broader than the specific indemnification provisions contained in
the California Corporations Code. The indemnification agreements may require the
Company, among other things, to indemnify such officers and directors against
certain liabilities that may arise by reason of their status or service as
directors or officers (other than liabilities arising from willful misconduct of
a culpable nature), to advance their expenses incurred as a result of any
proceeding against them as to which they could be indemnified, and to obtain
directors' and officers' insurance if available on reasonable terms.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -----------
<C> <S>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati
23.1 Consent of Price Waterhouse LLP, independent accountants
23.2 Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1)
*24.1 Power of Attorney
*27.1 Financial Data Schedule
<FN>
- ------------------------
* Previously filed
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) 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
II-1
<PAGE>
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 of this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act that is incorporated by reference in
this 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.
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 Securities Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California, on December 7,
1995.
RASTEROPS
By: /s/ LOUIS J. DOCTOR
-----------------------------------
Louis J. Doctor
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ------------------------------------------- ---------------------
<C> <S> <C>
/s/ WALTER W. BREGMAN*
------------------------------------ Chairman of the Board December 7, 1995
Walter W. Bregman
/s/ LOUIS J. DOCTOR
------------------------------------ President, Chief Executive Officer and December 7, 1995
Louis J. Doctor Director (Principal Executive Officer)
/s/ R. JOHN CURSON* Senior Vice President, Finance, Chief
------------------------------------ Financial Officer and Secretary (Principal December 7, 1995
R. John Curson Financial Officer)
/s/ HARVEY CHESLER*
------------------------------------ Corporate Controller (Principal Accounting December 7, 1995
Harvey Chesler Officer)
/s/ DANIEL D. TOMPKINS, JR.*
------------------------------------ Director December 7, 1995
Daniel D. Tompkins, Jr.
/s/ WILLIAM H. MCALEER*
------------------------------------ Director December 7, 1995
William H. McAleer
/s/ KIETH E. SORENSON*
------------------------------------ Director December 7, 1995
Kieth E. Sorenson
/s/ CONRAD J. WREDBERG*
------------------------------------ Director December 7, 1995
Conrad J. Wredberg
/s/ GORDON E. EUBANKS, JR.*
------------------------------------ Director December 7, 1995
Gordon E. Eubanks, Jr.
*By: /s/ LOUIS J. DOCTOR
------------------------------
Louis J. Doctor
ATTORNEY-IN-FACT
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ----------- --------------------------------------------------------------------------------------- -----
<C> <S> <C>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati
*23.1 Consent of Price Waterhouse LLP, independent accountants
24.1 Power of Attorney (contained on Page II-3)
*27.1 Financial Data Schedule
<FN>
- ------------------------
* Previously filed
</TABLE>
<PAGE>
EXHIBIT 5.1
Truevision, Inc.
2500 Walsh Avenue
Santa Clara, CA 95051
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 (the "Registration
Statement") to be filed by you with the Securities and Exchange Commission on or
about November 8, 1995 in connection with the registration for resale under the
Securities Act of 1933, as amended, of 4,470,000 issued and outstanding shares
of your Common Stock (the "Shares") and 2,470,469 shares of your Common Stock
(the "Warrant Shares") issuable upon exercise of certain warrants (the
"Warrants"). As our legal counsel, we have also reviewed the proceedings taken
in connection with the issuance of the Shares and the sale of the Warrants.
It is our opinion that the Shares are, and the Warrant Shares, when issued
upon exercise of the Warrants in accordance with their respective terms, will
be, validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including any Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
August 10, 1995 (except as to the litigation settlement described in Note 10
which is as of August 28, 1995) appearing on page 22 of the Company's Annual
Report on Form 10-K/A for the year ended July 1, 1995. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
Price Waterhouse LLP
San Jose, California
December 6, 1995
