<PAGE>
As filed with the Securities and Exchange Commission on April 4, 1996
Registration No. 333-559
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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POLYVISION CORPORATION
(FORMERLY INFORMATION DISPLAY TECHNOLOGY, INC.)
(Exact name of registrant as specified in its charter)
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NEW YORK 13-3482597
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ALAN J. NICKERSON
CHIEF FINANCIAL OFFICER AND SECRETARY
POLYVISION CORPORATION
866 North Main Street Extension 866 NORTH MAIN STREET EXTENSION
Wallingford, Connecticut 06492 WALLINGFORD, CONNECTICUT 06492
(203) 294-6906 (203) 294-6906
(Address, including zip code, (Name, address, including zip code,
and telephone number, including and telephone number, including area
area code, of registrant's code, of agent for service)
principal executive offices)
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COPIES OF COMMUNICATIONS TO:
SPENCER G. FELDMAN, ESQ.
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022
TEL: (212) 801-9200
FAX: (212) 223-7161
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following
box. /X/
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 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 for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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<PAGE>
POLYVISION CORPORATION
Cross Reference Sheet
Pursuant to Item 501(b) of Regulation S-K
Item Location or
No. Form S-3 Caption Caption in Prospectus
- ----- ---------------- ---------------------
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus. . . . . Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus. . . . . . . . . . . . . . . . . . . Available Information;
Incorporation of Certain
Documents by Reference;
Table of Contents
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges . . . . . . . . . . . Cover Page of Prospectus;
The Company; Recent
Developments; Risk
Factors
4. Use of Proceeds . . . . . . . . . . . . . . . . Use of Proceeds
5. Determination of Offering Price . . . . . . . . Not Applicable
6. Dilution. . . . . . . . . . . . . . . . . . . . Not Applicable
7. Selling Security Holders. . . . . . . . . . . . Selling Shareholders;
Plan of Distribution
8. Plan of Distribution. . . . . . . . . . . . . . Cover Page of
Prospectus; Plan of
Distribution
9. Description of Securities to be Registered. . . Not Applicable
10. Interests of Named Experts and Counsel. . . . . Legal Matters; Experts
11. Material Changes. . . . . . . . . . . . . . . . Recent Developments
12. Incorporation of Certain Information by
Reference . . . . . . . . . . . . . . . . . . . Incorporation of Certain
Documents by Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities. Not Applicable
<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 offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
PROSPECTUS
Subject to Completion, dated April 4, 1996
2,171,244 SHARES
POLYVISION CORPORATION
COMMON STOCK
----------------------------
This Prospectus relates to an aggregate of 2,171,244 shares (the "Shares")
of common stock, par value $.001 per share (the "PolyVision Common Stock"), of
PolyVision Corporation (formerly Information Display Technology, Inc.), a New
York corporation (the "Company" or "PolyVision"), which may be sold from time to
time by the persons and entities listed as selling shareholders herein (the
"Selling Shareholders"). PolyVision will not receive any proceeds from the sale
of the Shares by the Selling Shareholders.
The Shares may be sold from time to time by the Selling Shareholders on one
or more exchanges or markets in ordinary brokerage transactions, or otherwise,
at then prevailing market prices or in privately negotiated transactions. See
"Plan of Distribution."
PolyVision Common Stock is listed on the American Stock Exchange under the
symbol "PLI." The last reported sale price of the PolyVision Common Stock, as
reported on the American Stock Exchange on April 2, 1996, was $2.00 per share.
PolyVision will pay all the expenses, estimated to be approximately
$17,000, in connection with this offering, other than underwriting commissions
and discounts and counsel fees and expenses of the Selling Shareholders. The
Shares are being registered pursuant to a registration rights agreement, dated
as of December 29, 1995, with the Selling Shareholder Funds (as defined herein)
and certain related parties and to satisfy a contractual obligation of
PolyVision to The Alpine Group, Inc., a Delaware corporation ("Alpine"), in
connection with Alpine's acquisition of Adience, Inc., a Delaware corporation
("Adience"), and formerly the holder of approximately 80% of the outstanding
shares of PolyVision. See "Recent Developments -- The Adience Acquisition."
----------------------------
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT
BE PURCHASED BY INVESTORS WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.
SEE "RISK FACTORS" BEGINNING ON PAGE 8.
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.
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The date of this Prospectus is April ___, 1996.
<PAGE>
POLYVISION CORPORATION
TABLE OF CONTENTS
Page
----
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
RECENT DEVELOPMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
----------------------------
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING MADE HEREBY, AND
ANY INFORMATION OR REPRESENTATION NOT CONTAINED OR INCORPORATED HEREIN MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE SHARES DESCRIBED IN THE COVER PAGE HEREOF, OR AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SHARES OFFERED HEREBY IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALES MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
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AVAILABLE INFORMATION
PolyVision has filed a Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with the Securities and Exchange Commission (the
"Commission") with respect to the shares of PolyVision Common Stock offered
hereby. As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information contained in the Registration Statement and
the exhibits thereto.
PolyVision is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic reports, proxy statements and other information with
the Commission. The Registration Statement and the exhibits thereto, as well as
such reports, proxy statements and other information can be inspected and copied
at the public reference facilities maintained by the Commission at 7 World Trade
Center, New York, New York 10048 and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials
can also be obtained from the Public Reference Section of the Commission at
Judiciary
2
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Plaza, 450 Fifth Street, N.W., Washington D.C. 20549, at prescribed rates.
Shares of PolyVision Common Stock are listed on the American Stock Exchange and,
as such, the periodic reports, proxy statements and other information filed by
PolyVision with the Commission can be inspected at the offices of the American
Stock Exchange, 86 Trinity Place, New York, New York 10006.
For further information, reference is made to the Registration Statement
and the exhibits thereto. Statements contained herein concerning any document
filed as an exhibit are not necessarily complete and, in each instance,
reference is made to the copy of such document filed as an exhibit to the
Registration Statement. Each such statement is qualified in its entirety by such
reference.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by PolyVision with the Commission (File No.
1-10555) are hereby incorporated by reference herein:
1. Transition Report on Form 10-K for the period ended April 30, 1995;
2. Quarterly Reports on Form 10-Q for the quarterly periods ended July
31, 1995, October 31, 1995 and January 31, 1996;
3. Proxy Statement for the Annual Meeting of Shareholders, dated May 1,
1995; and
4. Registration Statement on Form 8-A, dated June 13, 1990.
All documents filed by PolyVision pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such 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 a statement
contained herein, or in any other subsequently-filed document which also is
incorporated or deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. POLYVISION WILL PROVIDE WITHOUT CHARGE TO EACH
PERSON TO WHOM A PROSPECTUS IS DELIVERED, UPON ORAL OR WRITTEN REQUEST OF SUCH
PERSON, A COPY OF ANY AND ALL INFORMATION THAT HAS BEEN INCORPORATED BY
REFERENCE IN THIS PROSPECTUS (NOT INCLUDING EXHIBITS TO THE INFORMATION THAT IS
INCORPORATED BY REFERENCE UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY
REFERENCE INTO THE INFORMATION THAT THE REGISTRATION STATEMENT INCORPORATES).
ANY SUCH REQUEST SHOULD BE DIRECTED TO: POLYVISION CORPORATION, ATTENTION: ALAN
J. NICKERSON, CHIEF FINANCIAL OFFICER AND SECRETARY, 866 NORTH MAIN STREET
EXTENSION, WALLINGFORD, CONNECTICUT 06492, TEL: (203) 294-6906.
3
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THE COMPANY
PolyVision Corporation, through its three wholly-owned subsidiaries (the
"Company" or "PolyVision"), is engaged in the development, manufacture and sale
of information display products.
Greensteel, Inc. (previously a division of PolyVision, "Greensteel"), which
constituted the entire business of the Company under its former name Information
Display Technology, Inc. ("IDT") prior to the Merger (as described below), is
engaged in the manufacture and sale of custom-designed and engineered writing,
projection and other visual display surfaces (such as porcelain chalkboards and
markerboards), custom cabinets, and work station and conference center casework
primarily for schools and offices. Posterloid Corporation ("Posterloid"), which
became a wholly-owned subsidiary of the Company on May 24, 1995 as a result of
the Merger, is engaged in the manufacture and sale of indoor and outdoor
menuboard display systems to the fast food and convenience store industries, and
changeable magnetic signs used principally by banks to display interest rates,
currency exchange rates and other information. APV, Inc. ("APV"), which also
became a wholly-owned subsidiary of the Company as a result of the Merger, is
engaged in the research, development, licensing and initial manufacturing and
testing of a proprietary technology known as PolyVision-TM-, a materials
technology with electrochemical and physical characteristics that allow it to
address applications in a number of display product markets.
PolyVision was incorporated in the State of New York on May 11, 1987 and
has been operating continuously (independently or as part of other entities)
since 1952. The principal executive offices of PolyVision are located at 866
North Main Street Extension, Wallingford, Connecticut 06492, and its telephone
number is (203) 294-6906.
RECENT DEVELOPMENTS
THE ADIENCE ACQUISITION
On December 21, 1994, Alpine purchased 82.3% of the outstanding shares of
Common Stock ("Adience Common Stock") of Adience (the "Adience Acquisition")
which, together with 4.9% of such shares then owned by Alpine, increased its
ownership to 87.2% of the outstanding shares of Adience Common Stock, from
certain stockholders of Adience (the "Adience Selling Stockholders"). Pursuant
to a Stock Purchase Agreement, dated as of October 11, 1994, as amended (the
"Stock Purchase Agreement"), between Alpine and the Adience Selling
Stockholders, the Adience Selling Stockholders received in consideration for
their shares of Adience Common Stock (i) an aggregate of 82,267 shares of 8%
Cumulative Convertible Preferred Stock, par value $1.00 per share, of Alpine
("Alpine 8% Preferred Stock"), which was convertible into approximately 530,755
shares of Alpine Common Stock, and (ii) an aggregate of 170,615 shares of
PolyVision Common Stock, which are being registered hereby. On July 20, 1995,
the holders of the remaining 13% of Adience Common Stock, in consideration for
their shares of Adience Common Stock, were paid by Alpine an aggregate of
approximately $1,500,000 in cash.
Alpine also entered into a Debt Exchange Agreement, dated as of October 11,
1994, as amended (the "Debt Exchange Agreement"), with the holders of
approximately 90% in principal amount of 11% Senior Secured Notes due 2002 of
Adience, pursuant to which such holders agreed to exchange their Adience Senior
Notes in the aggregate principal amount of approximately $44,000,000, plus all
accrued interest, for (i) an aggregate of approximately $35,271,314 in cash,
(ii) 44,916 shares of Alpine 8% Preferred Stock, which was convertible into
approximately 289,780 shares of Alpine Common Stock, and (iii) 68,182 shares of
PolyVision Common Stock, which are also being registered hereby. The Debt
Exchange Agreement was consummated on July 21, 1995.
Under the terms of amendments to both the Stock Purchase Agreement and the
Debt Exchange Agreement, Alpine further agreed to deliver an aggregate of
268,971 additional shares of PolyVision Common Stock held by Alpine to the
parties to such agreements.
4
<PAGE>
THE MERGER
On May 24, 1995, APV and Posterloid were merged with and into two separate
wholly-owned subsidiaries of IDT pursuant to an Agreement and Plan of Merger,
dated as of December 21, 1994, as amended (the "Merger Agreement"), with each
IDT subsidiary being the surviving corporation and remaining a wholly-owned
subsidiary of IDT (the "Merger"). APV and Posterloid had comprised Alpine's
information display group, a business segment of Alpine ("IDG").
Pursuant to the Merger Agreement, Alpine received (i) 7,180,688 newly-
issued shares of PolyVision Common Stock, representing 86.5% of the then
outstanding shares of PolyVision Common Stock, and (ii) in exchange for the
series A preferred stock, par value $1.00 per share, of APV held by Alpine,
1,000,000 shares of PolyVision Series A Preferred Stock having an aggregate
liquidation preference of $25,000,000. The terms of the PolyVision Series A
Preferred Stock (i) provide that PolyVision will utilize not less than 30% of
the net cash proceeds of a public offering of its securities to redeem
outstanding shares of PolyVision Series A Preferred Stock and (ii) prohibit
PolyVision from paying dividends on all classes of stock junior to such stock
(including the PolyVision Common Stock) while shares of PolyVision Series A
Preferred Stock remain outstanding. Pursuant to the Merger Agreement, Alpine
acknowledged that it would distribute to its stockholders of record some or all
of the shares of PolyVision Common Stock received by it in the Merger. The
Merger was completed on May 24, 1995, following the approval and adoption of the
Merger Agreement by IDT shareholders at the 1995 Annual Meeting of Shareholders
of IDT (the "Annual Meeting"), as described below. The only other stockholder
of APV, Kirkbi Projekt A/S, a Danish company ("Kirkbi"), received in the Merger
217,533 newly-issued shares of PolyVision Common Stock, representing 2.61% of
the then outstanding shares of PolyVision Common Stock, which shares are being
registered hereby.
Because Alpine controlled both IDG and IDT, the Merger was accounted for as
a reorganization of entities under common control and the merged entity adopted
IDG's April 30 fiscal year end. IDT has been included in the merged entity's
financial statements from the date Alpine acquired control of IDT, which was
December 21, 1994.
Prior to the consummation of the Merger, on April 29, 1995, IDT issued to
Alpine 15,000 shares of PolyVision Common Stock (which, prior to the Reverse
Stock Split (as defined below), constituted 225,000 shares of IDT Common Stock)
and 100 shares of PolyVision Series A Preferred Stock in exchange for 758 shares
of APV Common Stock. The shares of PolyVision Common Stock issued to Alpine
were transferred to three charitable organizations and are being registered
hereby.
THE 1995 ANNUAL MEETING
At the Annual Meeting, IDT shareholders considered and voted in favor of
each of the following proposals: (i) approval of the Merger Agreement, (ii)
election of seven members to IDT's Board of Directors to serve one or two-year
terms, (iii) approval of an amendment to IDT's Certificate of Incorporation to
change IDT's corporate name to "PolyVision Corporation," (iv) approval of
amendments to IDT's Certificate of Incorporation to (A) increase the number of
authorized shares of IDT Common Stock from 50,000,000 shares to 375,000,000
shares and the number of authorized shares of IDT preferred stock from 5,000
shares to 1,500,000 shares and (B) thereafter effect a 1-for-15 reverse stock
split (the "Reverse Stock Split") of both the authorized and outstanding shares
of IDT Common Stock (but not the IDT Series A Preferred Stock), (v) approval of
an amendment to IDT's Certificate of Incorporation to eliminate, to the fullest
extent permitted by New York law, the personal liability of directors to IDT or
its shareholders for monetary damages for breach of their fiduciary duties as
directors, (vi) approval of an amendment to IDT's Certificate of Incorporation
to divide the IDT Board of Directors into two classes of not less than three
directors each, with one class being elected each year and (vii) approval of
IDT's 1994 Stock Option Plan.
5
<PAGE>
THE DISTRIBUTION
On or about June 16, 1995, Alpine distributed to the holders of record of
Alpine Common Stock as of May 30, 1995, 5,941,849 shares of PolyVision Common
Stock then owned by Alpine, representing approximately 71.6% of the outstanding
shares of PolyVision Common Stock. Such shares were distributed to Alpine
stockholders, without any consideration being paid by such holders, on the basis
of one share of PolyVision Common Stock for every 2.916 shares of Alpine Common
Stock held on the record date of the Distribution.
Subsequent to the Distribution and as of January 23, 1996, Alpine continues
to own 1,449,845 shares of PolyVision Common Stock, representing approximately
17.5% of the outstanding shares of PolyVision Common Stock, all of which shares
are being registered hereby.
ALPINE FINANCING AGREEMENTS AND ONGOING FINANCIAL REQUIREMENTS
On May 24, 1995, PolyVision entered into an agreement with Alpine pursuant
to which PolyVision may borrow from time to time, prior to May 24, 1997, up to
$5,000,000 from Alpine to be used by PolyVision to fund its working capital
needs, including research, development and commercialization activities of APV's
PolyVision-TM- display technology. Borrowings under the agreement are unsecured
and bear interest at an initial rate of 11%, with interest payable semiannually
in cash (but added to the outstanding principal amount for the first 18 months).
The principal balance outstanding is due on May 24, 2005, subject to mandatory
prepayment of principal and interest, in whole or in part, from the net cash
proceeds of any public or private, equity or debt financing made by PolyVision
at any time before maturity. Alpine's obligation to lend such funds to
PolyVision is subject to a number of conditions, including review by Alpine of
the proposed use of such funds by PolyVision. Alpine has informed PolyVision
that this agreement is not in conflict with the covenants of any of its other
financing arrangements currently in effect.
PolyVision entered into a further agreement with Alpine on May 24, 1995
pursuant to which Alpine agreed to fund working capital deficiencies on a
temporary basis through May 24, 1996 and in an amount not to exceed $2,500,000,
on terms and conditions mutually agreeable to the parties, as the result of
Alpine's prepayment and the termination of PolyVision's former credit facility
with Congress Financial Corp. ("Congress"), and until such time as PolyVision is
able to obtain adequate alternative financing (together with the $5,000,000
commitment referred to above, the "Alpine Financing").
On July 21, 1995, Alpine repaid all amounts outstanding under PolyVision's
revolving credit facility with Congress and PolyVision terminated the Congress
facility. Alpine also repaid in full on such date APV's equipment loan with the
Connecticut Development Authority. These repayments, which aggregated
$2,618,000, were advanced to PolyVision pursuant to the Alpine Financing. The
Congress facility, which was due September 30, 1995, was required to be repaid
in connection with a financing completed by Alpine on July 21, 1995 which
included an $85,000,000 revolving credit facility. Alpine's revolving credit
facility provides the funds for the Alpine Financing. On January 31, 1996,
PolyVision's remaining availability under the Alpine Financing was $2,089,000.
PolyVision is currently reviewing its capital and operating requirements for
both calendar year 1996 and the fiscal year beginning May 1, 1996. This review
includes an appraisal of the likely extent of its future PolyVision technology
research and development program, overall corporate expenses and other operating
expenses, with the objectives of achieving operational break-even status by
early fiscal 1997 and establishing a new revolving line of credit with a
commercial bank to reduce its current dependence on Alpine, to provide for
future growth and to support its working capital requirements, although there
can be no assurance that such line of credit will be obtainable on terms and
conditions reasonably acceptable to PolyVision. PolyVision believes, although
there can be no assurance, that it will achieve these objectives and will have
adequate capital resources to conduct its operations, including any
restructuring or realignment of such operations (as discussed below).
6
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The introduction of commercially viable products of APV will be required in
order to continue to support a sustained research and development effort for
such products. PolyVision will continue to explore development and licensing
opportunities for APV that further broaden the applications of APV's PolyVision
display technology and provide additional funding. In addition, PolyVision will
explore possibilities for private and/or public equity financings and strategic
alliances as potential capital sources in connection with the introduction of
commercially viable PolyVision display products and reducing its current
dependence upon Alpine for such funding. There can be no assurance, however,
that either commercially viable PolyVision display products will be introduced
or that such additional sources of financing will be available on reasonable
terms.
GREENSTEEL RESTRUCTURING
On January 12, 1996, the Board of Directors of PolyVision approved a
proposed restructuring of its then Greensteel Division. Pursuant to an
Agreement of Transfer, all of the inventory, supplies, fixtures, equipment and
other personal property held by PolyVision relating to its Greensteel Division,
together with the $2,500,000 working capital facility with Alpine, was
transferred to Greensteel in exchange for 100% of the capital stock of such
subsidiary. The Greensteel restructuring was implemented in February 1996.
PolyVision believes that such restructuring will facilitate a separate financing
of Greensteel's working capital requirements. PolyVision does not believe that
there will be any material adverse tax consequences as a result of the
restructuring.
UNION AGREEMENT
On February 28, 1996, Greensteel agreed to enter into a new three-year
labor agreement with the local bargaining unit of the Carpenters Union at its
Dixonville, Pennsylvania facility (the "Union"), whose members voted on such
date to accept the new labor agreement. The labor agreement provides for a
"working partnership" between Greensteel management and the Union whereby
bargaining unit members will receive an aggregate of 230,000 shares of
PolyVision Common Stock and will share in 50% of the excess of targeted gross
profit generated at the Dixonville facility. In exchange for such equity
participation and the understanding of the importance of reducing Greensteel's
cost structure to the future growth of the business, Union members agreed to an
approximate 14% reduction in direct wages and a 6% reduction in benefits. The
labor agreement further provides for the termination of the bargaining
employees' defined benefit pension plan with any excess funding to be
distributed to its participants. Although the Company believes this agreement
will substantially enhance its competitive position and allow it to aggressively
pursue increased market share, the issuance of PolyVision Common Stock and the
termination of the pension plan will result in a fourth quarter non-cash charge
of approximately $700,000.
BANK CREDIT COMMITMENT
On March 13, 1996, the Company received an executed commitment letter from
Bank of Boston Connecticut to provide various credit facilities totaling, in the
aggregate, $5,000,000 for Greensteel. The commitment generally provides for the
refinancing of Greensteel's $2,500,000 working capital facility with Alpine and
requires an initial excess borrowing availability against accounts receivable
and inventory of $500,000 after giving effect to the Alpine refinancing and any
other advances. The commitment further provides for a maturity of August 1,
1997, an interest rate equal to the prime rate plus one percent, a first lien on
all tangible and intangible personal property of Greensteel and an unconditional
guaranty by PolyVision, and will be subject to customary loan covenants and
other financial coverage ratios. The closing of the loan, which is anticipated
to occur on or before April 15, 1996, is subject to the satisfactory completion
by the Bank of customary legal and financial due diligence and the negotiation,
execution and delivery of definitive documentation for the credit facilities.
7
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RISK FACTORS
IN CONSIDERING THE MATTERS SET FORTH IN THIS PROSPECTUS, PROSPECTIVE
PURCHASERS SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH BELOW AS WELL AS THE
OTHER INFORMATION SET FORTH IN THIS PROSPECTUS.
APV'S HISTORY OF OPERATING LOSSES AND ACCUMULATED DEFICIT
APV, a wholly-owned subsidiary of the Company since the Merger, has
incurred significant operating losses since its incorporation and had operating
losses of approximately $4,558,000 and $25,697,000 for the fiscal years ended
April 30, 1995 and 1994, respectively. APV incurred an operating loss of
approximately $2,131,000 for the nine months ended January 31, 1996. As of
January 31, 1996, PolyVision had an accumulated deficit of approximately
$56,560,000. On a pro forma basis, PolyVision had a net loss of $7,779,000 for
the 12 months ended April 30, 1995. Historical losses have resulted principally
from expensing of research, development and other costs incurred in connection
with the development of its PolyVision display technology. As a result of the
continuing significant research, development and other expenses that would be
required in connection with the future development and commercialization of the
PolyVision display technology, there can be no assurance that PolyVision will be
able to sustain the level of such expenses or ultimately achieve profitability.
ONGOING FINANCING REQUIREMENTS
The Company will require capital to finance its working capital needs, to
continue investment in research and development for its PolyVision display
technology and to support its business. The Company expects to incur additional
operating losses with respect to its PolyVision display technology research,
development and commercialization activities and there can be no assurance that
the Company will be profitable in the future. Although the Company is currently
in the process of obtaining a new commercial banking relationship, is exploring
development and licensing opportunities for APV that further broaden the
applications of APV's PolyVision display technology and provide additional
funding, and will explore possibilities for private and/or public equity
financings and strategic alliances as potential capital sources in connection
with the introduction of commercially viable PolyVision products and reducing
its current dependence upon Alpine for such funding, there can be no assurance
that such additional sources of financing will be available on reasonable terms
or that such financing, if available, will be sufficient to finance the
Company's continued development and commercialization plans while also meeting
the requirements of its other information display businesses. See "Recent
Developments -- Alpine Financing Agreements and Ongoing Financial Requirements."
RISKS OF COMMERCIALIZATION OF POLYVISION DISPLAY TECHNOLOGY
APV has not yet introduced any PolyVision display products to the market.
The introduction of commercially viable products of APV will be required in
order to continue to support a sustained research and development effort for
such products. Although no assurance can be given, PolyVision display products
are expected to be in beta test sites in mid 1996. There can be no assurance
that commercially viable PolyVision display products will be introduced. In
addition, there can be no assurance that the expenses incurred in connection
with the development, introduction and marketing of PolyVision display products
will not exceed PolyVision's expectations or budgets, or that any products, if
developed and sold, will generate revenues sufficient to offset these expenses.
See "Recent Developments -- Alpine Financing Agreements and Ongoing Financial
Requirements."
POLYVISION COMPETITION, TECHNOLOGICAL ADVANCES AND SEASONALITY
The flat-panel display industry is highly competitive. Flat-panel displays
are typically components sold to commercial customers including manufacturers of
electronic products and original equipment manufacturers for use in many
electronic products and systems sold for consumer, commercial and industrial
applications. Customers of
8
<PAGE>
flat-panel display components operate within intensely competitive markets
which, in turn, may intensify price and performance competition applicable to
flat-panel display component manufacturers. Particularly in the case of lower-
priced host product applications, the display component cost is often the most
significant factor to the host product manufacturer. A large percentage of the
markets and product applications have been supplied by various vendors of liquid
crystal-based display components. Liquid crystal technology and displays are a
mature technology. While lacking some of the performance characteristics and
advantages of anticipated PolyVision displays, liquid crystal displays are
widely available from many sources, have standardized and well understood
operational specifications and are, at this stage of their production and
technology cycle, relatively inexpensive to produce. Liquid crystal displays
offer significant entry challenges to a new technology such as PolyVision
displays. If PolyVision is successful in the commercialization of PolyVision
display products, its ability to compete will depend, in part, upon pricing,
performance, quality and availability of production capacity. There can be no
assurance that PolyVision's competitors will not succeed in developing new or
improved existing technologies and products that are more competitive than
PolyVision displays. In addition, numerous competitors have substantially
greater financial, technical and other resources than PolyVision and PolyVision
may face an aggressive, well-financed competitive response.
Greensteel competes with a variety of companies that manufacture or
distribute chalkboards, markerboards and institutional cabinetry. The
competitors are typically small, privately-owned companies. Competition in the
markets served by Greensteel is based largely on price, product quality,
responsiveness and reliability. Greensteel's business has historically been
seasonal and most of its sales and pre-tax profits occur in the third quarter of
the calendar year. This occurs primarily as a result of increased business
activity in the summer months when schools are closed and construction activity
increases. Greensteel typically incurs a loss in the winter months.
POLYVISION PATENTS AND PROTECTION OF PROPRIETARY TECHNOLOGY
PolyVision's ability to compete effectively with other companies in the
flat-panel display industry will depend, in part, on its ability to maintain the
proprietary nature of its technology. Although PolyVision has been awarded or
has filed applications for numerous patents in the United States and foreign
countries, there can be no assurance as to the degree of protection offered by
these patents or the likelihood that pending patents will be issued. There can
be no assurance that competitors, in both the United States and foreign
countries, many of which have substantially greater resources and have made
substantial investments in competing technologies, will not seek to apply for
and obtain patents that will prevent, limit or interfere with PolyVision's
ability to make and sell its products or intentionally infringe upon
PolyVision's patents. The defense and prosecution of patent suits is both
costly and time-consuming, even if the outcome is favorable to PolyVision. This
is particularly true in foreign countries because the expenses associated with
such proceedings can be prohibitive. An adverse outcome in the defense of a
patent suit could subject PolyVision to significant liabilities to third
parties, require disputed rights to be licensed from third parties, or require
PolyVision to cease selling its products. PolyVision also relies on unpatented
proprietary technology and there can be no assurance that others may not
independently develop the same or similar technology or otherwise obtain access
to PolyVision's proprietary technology. To protect its rights in these areas,
PolyVision requires all employees, consultants and third-party collaborators to
enter into confidentiality agreements. There can be no assurance, however, that
these agreements will provide meaningful protection for PolyVision's trade
secrets, know-how or other proprietary information in the event of any
unauthorized use, misappropriation or disclosure of such trade secrets, know-how
or other proprietary information.
9
<PAGE>
APV LACK OF SALES, MARKETING AND DISTRIBUTION EXPERIENCE
APV has entered into agreements with third parties to distribute certain of
its anticipated PolyVision display products if and when they are commercialized.
There can be no assurance that APV will be successful in maintaining such
agreements or that such parties will devote adequate resources to successfully
distribute and market these anticipated products. In addition, there can be no
assurance that APV will be able to attract and retain qualified marketing and
sales personnel, that APV will be able to enter into satisfactory marketing
agreements or that APV or its distributors will be successful in gaining market
acceptance for its anticipated PolyVision display products.
ENVIRONMENTAL MATTERS
PolyVision's manufacturing operations are subject to numerous federal,
state and local laws and regulations relating to the storage, handling,
emission, transportation and discharge of hazardous materials and waste
products. The operations of Greensteel have resulted in releases of hazardous
substances at a site owned by PolyVision. Investigatory and remedial activities
are presently being undertaken at this site under the oversight of state
governmental authorities. Such environmental obligations have not had a
material adverse effect on PolyVision's business or financial results to date
and management of PolyVision does not believe that such obligations will have a
material effect on PolyVision's business and financial results in the future.
PolyVision has accrued amounts representing the estimated costs of completing
such obligations. There can be no assurance that the actual costs associated
with environmental liabilities will not exceed the amounts presently estimated
or that additional sites will not require investigation or remediation in the
future and will not have a material adverse effect on PolyVision.
DEPENDENCE ON CONSTRUCTION MARKET GENERALLY
Greensteel's primary market depends on the construction or refurbishing of
educational buildings. As a result of unusually conservative state and
municipal budgets, rather than as a result of demand, this market has remained
flat in recent years. This has been particularly true in Greensteel's major
geographic market, which is the eastern portion of the United States. In
addition, raw material prices have trended upwards for wood products and plastic
laminates used in institutional casework and aluminum and steel products used in
the manufacturing of chalkboards and markerboards. This, together with highly
competitive bidding procedures and unanticipated cost overruns, has affected
overall profitability since Greensteel operates from a backlog (with the time
elapsing from contract execution to fulfillment ranging from three months to 18
months) comprised mainly of fixed price contracts with school districts and
municipalities. Such conditions could have an adverse effect on the Company's
financial results.
DEPENDENCE ON KEY PERSONNEL
The success of PolyVision (and especially APV) will depend on their ability
to attract and retain highly qualified scientific, marketing, manufacturing and
other key management personnel. PolyVision has and will face competition for
such personnel, and there can be no assurance that PolyVision will be able to
attract and retain such personnel. All key personnel of PolyVision execute
confidentiality and non-disclosure agreements. PolyVision does not maintain
"key man" life insurance policies on the lives of any individual.
EFFECT OF SALES OF SHARES ON MARKET PRICE
The Shares represent approximately 26.2% of the total number of shares of
PolyVision Common Stock outstanding on December 14, 1995. Sales of substantial
amounts of the Shares pursuant to this Prospectus, or otherwise, could adversely
affect the market price of PolyVision Common Stock.
10
<PAGE>
NO POLYVISION COMMON STOCK DIVIDENDS
PolyVision has never declared or paid dividends on the PolyVision Common
Stock and does not anticipate paying dividends on the PolyVision Common Stock at
any time in the foreseeable future. In addition, the terms of the PolyVision
Series A Preferred Stock prohibit PolyVision from paying dividends on all
classes of stock junior to such stock (including the PolyVision Common Stock),
while shares of PolyVision Series A Preferred Stock remain outstanding.
CERTAIN ANTI-TAKEOVER PROVISIONS
The provisions in PolyVision's Certificate of Incorporation relating to a
classified Board of Directors and delegation of rights to issue preferred stock
may have the effect not only of discouraging tender offers or other stock
acquisitions but also of deterring existing shareholders from making management
changes. A classified board, while promoting stability in Board membership and
management, would also moderate the pace of any change in control of the
PolyVision Board of Directors by extending the time required to elect a
majority, effectively requiring action in at least two annual meetings. The
ability of the PolyVision Board of Directors to issue preferred stock, while
providing flexibility in connection with possible acquisitions and other
corporate purposes, could make it more difficult for a third party to secure a
majority of PolyVision's outstanding voting stock.
USE OF PROCEEDS
PolyVision will not receive any proceeds from the sale of the Shares
by the Selling Shareholders.
Expenses expected to be incurred by PolyVision in connection with this
registration are estimated at approximately $17,000. The Selling Shareholders
will pay all of their underwriting commissions and discounts and counsel fees
and expenses in connection with the sale of the Shares. See "Plan of
Distribution."
11
<PAGE>
SELLING SHAREHOLDERS
On December 29, 1995, in connection with amendments to both the Stock
Purchase Agreement and Debt Exchange Agreement, PolyVision entered into a
registration rights agreement with the Selling Shareholder Funds (as defined in
footnote (1) below) and certain related parties. The Shares are being
registered hereby pursuant to such agreement and to satisfy a contractual
obligation of PolyVision to Alpine in connection with the Adience Acquisition.
The following table sets forth the names of and the number of Shares
beneficially owned by each Selling Shareholder as of January 23, 1996, which
Shares were received by such Selling Shareholder in various transactions as
described under the heading "Recent Developments" in this Prospectus. Since the
Selling Shareholders may sell all, some or none of their Shares, no estimate can
be made of the aggregate number of Shares that are to be offered hereby or the
number or percentage of Shares that each Selling Shareholder will own upon
completion of the offering to which this Prospectus relates.
<TABLE>
<CAPTION>
PERCENTAGE
SHARES OF SHARES
SHARES OWNED PRIOR SHARES TO BE SOLD OWNED OWNED
NAME OF PRIOR IN AFTER THE AFTER THE
SELLING SHAREHOLDER TO THE OFFERING THE OFFERING OFFERING OFFERING
- ------------------- ------------------ ----------------- --------- ---------
<S> <C> <C> <C> <C>
The Alpine Group, Inc. . . . . . . 1,449,845 1,449,845 -- --
Fidelity Charles Street Trust:
Fidelity Asset Manager(1). . . . . 37,841 37,841 -- --
Fidelity Charles Street Trust:
Fidelity Asset Manager Growth (1). 3,374 3,374 -- --
Fidelity Puritan Trust:
Fidelity Puritan Fund(1) . . . . . 18,709 18,709 -- --
Variable Insurance Products Fund
II: Asset Manager Portfolio(1) . . 4,828 4,828 -- --
Variable Insurance Products Fund:
High Income Portfolio(1) . . . . . 9,866 9,866 -- --
Fidelity Summer Street Trust:
Fidelity Capital & Income Fund(1). 154,746 154,746 -- --
Fidelity Fixed-Income Trust:
Spartan High Income Fund(1). . . . 37,283 37,283 -- --
Fidelity Advisor Series II: Fidelity
Advisor High Yield Fund(1) . . . . 6,442 6,442 -- --
Fidelity Magellan Fund(1). . . . . 19,260 19,260 -- --
Fidelity Asset Manager Fund(2) . . 341 341 -- --
12
<PAGE>
<CAPTION>
PERCENTAGE
SHARES OF SHARES
SHARES OWNED PRIOR SHARES TO BE SOLD OWNED OWNED
NAME OF PRIOR IN AFTER THE AFTER THE
SELLING SHAREHOLDER TO THE OFFERING THE OFFERING OFFERING OFFERING
- ------------------- ------------------ ----------------- --------- ---------
<S> <C> <C> <C> <C>
Trust Accounts Managed by
Fidelity Management Trust
Company(3) . . . . . . . . . . . . 54,848 54,848 -- --
Libra-Wilshire Partners, L.P.. . . 10,681 10,681 -- --
First Boston Total Return Fund . . 2,002 2,002 -- --
BEA Strategic Income Fund. . . . . 3,882 3,882 -- --
BEA Income Fund. . . . . . . . . . 8,137 8,137 -- --
Montgomery County. . . . . . . . . 1,373 1,373 -- --
First Albany Corporation . . . . . 493 493 -- --
Herbert T. Kerr. . . . . . . . . . 80,107 80,101 6 *
Thomas M. Kerr . . . . . . . . . . 477 477 -- --
Pamela Judith Campbell and
Dennis James Campbell. . . . . . . 477 477 -- --
Pamela Judith Campbell, as
Custodian for
Matthew James Campbell . . . . . . 238 238 -- --
Pamela Judith Campbell, as
Custodian for
Bradley James Campbell . . . . . . 238 238 -- --
Pamela Judith Campbell, as
Custodian for
Kelsey Denise Campbell . . . . . . 238 238 -- --
Fletcher L. Byrom. . . . . . . . . 265 265 -- --
Steven S. Elbaum(4). . . . . . . . 265 265 -- --
Gene E. Lewis. . . . . . . . . . . 1,662 265 1,397 *
James B. Upchurch. . . . . . . . . 265 265 -- --
13
<PAGE>
<CAPTION>
PERCENTAGE
SHARES OF SHARES
SHARES OWNED PRIOR SHARES TO BE SOLD OWNED OWNED
NAME OF PRIOR IN AFTER THE AFTER THE
SELLING SHAREHOLDER TO THE OFFERING THE OFFERING OFFERING OFFERING
- ------------------- ------------------ ----------------- --------- ---------
<S> <C> <C> <C> <C>
Charles C. Torie . . . . . . . . . 35 35 -- --
Rita Hochberg. . . . . . . . . . . 1,334 1,334 -- --
Lawrence J. Rawson . . . . . . . . 1,601 1,601 -- --
M.H. Davidson & Co.. . . . . . . . 270 270 -- --
Davidson Kempner
Endowment Partners . . . . . . . 1,425 1,425 -- --
Davidson Kempner
Institutional Partners . . . . . 687 687 -- --
Davidson Kempner Partners. . . . . 1,696 1,696 -- --
Robert Freeman . . . . . . . . . . 24,209 24,209 -- --
Laterman & Co., L.P. . . . . . . . 674 674 -- --
Kirkbi Projekt A/S . . . . . . . . 217,533 217,533 -- --
American Red Cross in Greater
New York. . . . . . . . . . . . 5,000 5,000 -- --
The Alzheimer's Disease &
Related Disorders
Association, Inc. . . . . . . . 5,000 5,000 -- --
Association for Retarded
Citizens of Essex
County, Inc.. . . . . . . . . . 5,000 5,000 -- --
- --------------------
</TABLE>
* Percentage ownership is less than 1%.
(1) Each of such entities is an investment company, or a portfolio of an
investment company, registered under Section 8 of the Investment Company
Act of 1940, as amended (collectively, the "Selling Shareholder Funds").
Fidelity Management & Research Company, a Massachusetts corporation and an
investment adviser registered under Section 203 of the Investment Advisers
Act of 1940 ("FMRC"), provides investment advisory services to each of the
Selling Shareholder Funds, to certain
14
<PAGE>
other registered investment companies and to certain other funds or
accounts. FMRC is a wholly-owned subsidiary of FMR Corp., a Massachusetts
corporation ("FMR"). See footnotes (2) and (3).
(2) FMRC provides investment advisory services to this fund. FMRC was
appointed to provide such services by Fidelity Investments Canada Limited,
the trustee and manager of Fidelity Asset Manager Fund and a wholly-owned
subsidiary of FMR. See footnotes (1) and (3).
(3) Shares indicated as owned by such entity are owned directly by various
private investment accounts, primarily employee benefit plans, for which
Fidelity Management Trust Company ("FMTC") serves as trustee or managing
agent. FMTC is a wholly-owned subsidiary of FMR and a bank as defined in
Section 3(a)(6) of the Securities Exchange Act of 1934, as amended. See
footnotes (1) and (2).
(4) Does not include shares of PolyVision Common Stock held by Alpine, of which
Mr. Elbaum is the Chairman and Chief Executive Officer.
PolyVision has agreed to indemnify certain of the Selling Shareholders and
those Selling Shareholders have agreed to indemnify PolyVision against certain
civil liabilities, including liabilities under the Securities Act.
None of the Selling Shareholders has held any offices or maintained any
material relationships with PolyVision during the past three years, except that
(a) Steven S. Elbaum is currently the Chairman of the Board of PolyVision, (b)
Herbert T. Kerr and Thomas M. Kerr served as directors of PolyVision from 1991
to May 24, 1995, (c) William B. Jackson served as the Chairman and Chief
Executive Officer of PolyVision from February 1993 to December 21, 1994, and
(d) Charles C. Torie served as Vice President, Corporate Counsel and Secretary
of PolyVision from July 1990 to December 21, 1994. As indicated under "Recent
Developments -- The Adience Acquisition," the Selling Shareholders are composed
of the former holders of Adience Common Stock and Adience Senior Notes. In
addition, Alpine had been a controlling shareholder of PolyVision following the
Adience Acquisition and prior to the Distribution.
PLAN OF DISTRIBUTION
The sale or distribution of the Shares may be effected directly to
purchasers by the Selling Shareholders as principals or through one or more
underwriters, brokers, dealers or agents from time to time in one or more
transactions (which may involve crosses or block transactions) (i) in the over-
the-counter market, (ii) in transactions otherwise than in the over-the-counter
market or (iii) through the writing of options (whether such options are listed
on an options exchange or otherwise) on, or settlement of short sales of, the
Shares. Any of such transactions may be effected at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at varying
prices determined at the time of sale or at negotiated or fixed prices, in each
case as determined by the Selling Shareholders or by agreement between one or
more Selling Shareholders and underwriters, brokers, dealers or agents, or
purchasers. If the Selling Shareholders effect such transactions by selling
Shares to or through underwriters, brokers, dealers or agents, such
underwriters, brokers, dealers or agents may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders or
commissions from purchasers of Shares for whom they may act as agent (which
discounts, concessions or commissions as to particular underwriters, brokers,
dealers or agents may be in excess of those customary in the types of
transactions involved). The Selling Shareholders and any brokers, dealers or
agents that participate in the distribution of the Shares may be deemed to be
underwriters, and any profit on the sale of Shares by them and any discounts,
concessions or commissions received by any such underwriters, brokers, dealers
or agents may be deemed to be underwriting discounts and commissions under the
Securities Act.
15
<PAGE>
Under the securities laws of certain states, the Shares may be sold in such
states only through registered or licensed brokers or dealers. In addition, in
certain states the Shares may not be sold unless the Shares have been registered
or qualified for sale in such state or an exemption from registration or
qualification is available and is complied with.
The Company will pay all of the expenses, estimated to be approximately
$17,000, incident to the registration, offering and sale of the Shares to the
public hereunder other than commissions, fees and discounts of underwriters,
brokers, dealers and agents. The Company has agreed to indemnify certain of the
Selling Shareholders and any underwriters against certain liabilities, including
liabilities under the Securities Act. The Company will not receive any of the
proceeds from the sale of any of the Shares by the Selling Shareholders.
Each Selling Shareholder will, if applicable, comply with Rule 10b-6
promulgated under the Securities Exchange Act of 1934, as amended, in connection
with any distribution by such Selling Shareholder of the Shares offered hereby.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
PolyVision by Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, New York,
New York.
EXPERTS
The financial statements of PolyVision as of April 30, 1995 and 1994 and
for each of the three years in the period ended April 30, 1995 incorporated by
reference in this Prospectus have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said report.
The combined financial statements of Alpine PolyVision, Inc. (now known as
APV, Inc.) and Posterloid Corporation as of April 30, 1994 and 1993 and for each
of the three years in the period ended April 30, 1994 incorporated by reference
in this Prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said report.
The financial statements of IDT as of December 31, 1994 and 1993 and for
each of the three years in the period ended December 31, 1994 incorporated in
this Prospectus by reference to the Proxy Statement for the Annual Meeting of
Shareholders dated May 1, 1995 have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in accounting and auditing.
16
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
No dealer, salesperson or any other person has been authorized to give any
information or to make any representation not contained or incorporated by
reference in this Prospectus in connection with the offering made hereby, and
any information or representation not contained or incorporated herein must not
be relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any
securities other than the Shares described in the cover page hereof, or an offer
to sell or a solicitation of an offer to buy the Shares offered hereby in any
jurisdiction where, or to any person to whom, it is unlawful to make such offer
or solicitation. Neither the delivery of this Prospectus nor any sales made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2,171,244 Shares
POLYVISION CORPORATION
Common Stock
__________________________
PROSPECTUS
__________________________
April __, 1996
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with this offering are estimated as follows:
Securities and Exchange Commission Registration Fee . . $ 1,497.41
Legal Fees and Expenses . . . . . . . . . . . . . . . . . 10,000.00
Accountants' Fees . . . . . . . . . . . . . . . . . . . . 5,000.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . . 502.59
---------
Total Expenses . . . . . . . . . . . . . . . . . . . $17,000.00
---------
---------
- ------------------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 722 of the Business Corporation Law of New York (the "New York
Law") provides that a corporation may indemnify any person made or threatened to
be made a party to a civil or criminal action or proceeding, other than one by
or in the right of the corporation to procure a judgment in its favor, by reason
of the fact that such person, or such person's testator or intestate, was a
director or officer of the corporation, or in such capacity served another
corporation or other enterprise in any capacity at the request of the
corporation, against judgments, fines, amounts paid in settlement, and
reasonable expenses, including attorneys' fees actually and necessarily incurred
as a result of such action or proceeding, or any appeal therein, if the director
or officer acted in good faith for a purpose which he or she reasonably believed
to be in (or, in the case of service to another corporation or other enterprise
at the request of the corporation, not opposed to) the best interests of the
corporation and, in criminal actions or proceedings, in addition, had no
reasonable cause to believe his or her conduct to be unlawful. Section 722 of
the New York Law also permits indemnification by a corporation of any such
person made or threatened to be made a party to an action by or in the right of
the corporation to procure a judgment in its favor, against amounts paid in
settlement and reasonable expense, including attorneys' fees, actually and
necessarily incurred by him or her in connection with the defense or settlement
of such an action, or in connection with an appeal therein, if the director or
officer acted in good faith for a purpose which he or she reasonably believed to
be in (or, in the case of service as a director or officer to another
corporation or other enterprise at the request of the corporation, not opposed
to) the best interests of the corporation, provided that no such indemnification
is available in respect of (i) a threatened action, or a pending action which is
settled or otherwise disposed of, or (ii) any claim, issue, or matter as to
which such person shall have been adjudged to be liable to the corporation,
unless and only to the extent that the court in which the action was brought or,
if no action was brought, any court of
II-1
<PAGE>
competent jurisdiction determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnification for such portion of the settlement amount and expenses as the
court deems proper.
Section 721 of the New York Law states that the provisions of the New York
Law concerning indemnification and advancement of expenses are not exclusive of
any other rights to which a director or officer seeking indemnification or
advancement of expenses may be entitled and allows a corporation to grant
additional rights of indemnification and advancement of expenses to its
directors and officers pursuant to its certificate of incorporation or by-laws
or, when authorized by the certificate of incorporation or by-laws, by (a) a
resolution of shareholders, (b) a resolution of directors, or (c) an agreement
providing for such indemnification, provided that no judgment or other final
adjudication adverse to a director or officer seeking indemnification
establishes that (i) his or her acts were committed in bad faith or were the
result of active and deliberate dishonesty and were material to the claim so
adjudicated or (ii) he or she personally gained a financial profit or other
advantage to which he or she was not legally entitled.
Article SEVENTH of the Certificate of Incorporation of the Registrant
provides in part as follows:
"The Corporation may, to the fullest extent permitted by Sections 721
through 726 of the Business Corporation Law of New York, indemnify any and all
directors and officers whom it shall have power to indemnify under the said
sections from and against any and all of the expenses, liabilities or other
matters referred to in or covered by such section, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which
the persons so indemnified may be entitled under any By-law, agreement, vote of
shareholders or disinterested directors or otherwise, both as to acting in his
official capacity and as to action in another capacity by holding such office,
and shall continue as to a person who has ceased to be a director or officer and
shall inure to the benefits of the heirs, executors and administrators of such a
person."
PolyVision's officers and directors are each covered under a directors' and
officers' liability insurance policy and an indemnification agreement with
PolyVision.
ITEM 16. EXHIBITS.
Unless otherwise indicated, the exhibits listed in the following Exhibit
Index are filed as part of this Registration Statement.
Exhibit
Number Description
- ------- -----------
2.1 Agreement and Plan of Merger, dated as of December 21, 1994, as
amended, among IDT, The Alpine Group, Inc., Alpine PolyVision, Inc.
and Posterloid Corporation.(1)
4.5 Specimen form of New Common Stock Certificate of PolyVision
Corporation.(2)
5.1 Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel.*
24.1 Consent of Arthur Andersen LLP, independent public accountants.
II-2
<PAGE>
24.2 Consent of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel
(included in Exhibit 5.1)
24.3 Consent of Price Waterhouse LLP, independent accountants.
25.1 Power of Attorney (contained on signature page).
- ------------------------------------
(1) Incorporated herein by reference to Proxy Statement for the Annual
Meeting of Shareholders, dated May 1, 1995.
(2) Incorporated herein by reference to Registration Statement on Form S-2
(No. 33-93010), effective June 9, 1995.
* Previously filed.
ITEM 17. UNDERTAKINGS.
1. The undersigned Registrant hereby undertakes:
(a) 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;
and
(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)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed 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;
(b) 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; and
II-3
<PAGE>
(c) 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.
2. 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.
3. 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 of 1933 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.
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<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 Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Wallingford, State of Connecticut, on
April 3, 1996.
POLYVISION CORPORATION
By: /s/ Alan J. Nickerson
------------------------------------
Alan J. Nickerson
Chief Financial Officer and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Steven S. Elbaum, Bragi F. Schut, Ivan Berkowitz
and Alan J. Nickerson, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and in his name, in any and
all capacities, to sign all amendments (including post-effective amendments) to
the Registration Statement to which this power of attorney is attached, and to
file all those amendments and all exhibits to them and other documents to be
filed in connection with them, including any registration statement pursuant to
Rule 462 under Securities Act of 1933, with the Securities and Exchange
Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity in which Signed Date
--------- ------------------------ ----
* Chairman of the Board and Director April 3, 1996
- ---------------------
Steven S. Elbaum
* Chief Executive Officer and Director April 3, 1996
- --------------------- (principal executive officer)
Ivan Berkowitz
/s/ Alan J. Nickerson Chief Financial Officer and Secretary April 3, 1996
- --------------------- (principal financial and accounting
Alan J. Nickerson officer)
* Director April 3, 1996
- ---------------------
Lyman C. Hamilton, Jr.
Director
- ---------------------
Stephen C. Knup
* Director April 3, 1996
- ---------------------
Robert J. Levenson
* Director April 3, 1996
- ---------------------
Thomas M. Ramseur
* Director April 3, 1996
- ---------------------
Bragi F. Schut
By: /s/ Alan J. Nickerson
-------------------------
Alan J. Nickerson
Attorney-in-Fact
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
------ ----------- ----
2.1 Agreement and Plan of Merger, dated as of December 21,
1994, as amended, among IDT, The Alpine Group, Inc.,
Alpine PolyVision, Inc. and Posterloid Corporation.(1)
4.5 Specimen form of New Common Stock Certificate of
PolyVision Corporation.
5.1 Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen &
Quentel.*
24.1 Consent of Arthur Andersen LLP, independent public
accountants.
24.2 Consent of Greenberg, Traurig, Hoffman, Lipoff, Rosen &
Quentel (included in Exhibit 5.1).
24.3 Consent of Price Waterhouse LLP, independent accountants.
25.1 Power of Attorney (contained on signature page).
- -----------------------------
(1) Incorporated herein by reference to Proxy Statement for the Annual Meeting
of Shareholders, dated May 1, 1995.
(2) Incorporated herein by reference to Registration Statement on Form S-2 (No.
33-93010), effective June 9, 1995.
* Previously filed.
<PAGE>
EXHIBIT 24.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of (a) our
report dated June 30, 1995 ( except with the respect to the matters
discussed in Notes 8, 9 and 17, as to which the date is July 21, 1995)
included in PolyVision Corporation's Form 10-K for the year ended
April 30, 1995; and (b) to our report dated June 29, 1994, on the
combined financial statements of Alpine PolyVision, Inc. and
Posterloid Corporation included in Information Display Technology,
Inc.'s Proxy Statement dated May 1, 1995, and to all references to our
Firm included in this registration statement.
ARTHUR ANDERSEN LLP
New Haven, Connecticut
April 3, 1996
<PAGE>
EXHIBIT 24.3
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 March 17, 1995, on the financial statements of Information
Display Technology, Inc. as of December 31, 1994 and for each of the three
years in the period then ended, which appears on page F-1 of the
Information Display Technology, Inc. Proxy Statement for Annual Meeting
of Shareholders, dated May 1, 1995. We also consent to the reference to
us under the heading "Experts" in such prospectus.
Price Waterhouse LLP
Pittsburgh, Pennsylvania
April 4, 1996
