<PAGE>
ELECTRONICALLY TRANSMITTED TO THE SECURITIES AND
EXCHANGE COMMISSION ON APRIL 21, 1999
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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POLYVISION CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 13-3482597
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
JOSEPH A. MENNITI
CHIEF EXECUTIVE OFFICER
POLYVISION CORPORATION
48-62 36TH STREET 48-62 36TH STREET
LONG ISLAND CITY, NEW YORK 11101 LONG ISLAND CITY, NEW YORK 11101
(718) 433-2170 (718) 433-2170
(Address, including zip code, and (Name, address, including zip code,
telephone number, including area code, and telephone number, including area
of registrant's principal executive code, of agent for service)
offices)
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COPIES OF COMMUNICATIONS TO:
SPENCER G. FELDMAN, ESQ.
GREENBERG TRAURIG
METLIFE BUILDING
200 PARK AVENUE, 15TH FLOOR
NEW YORK, NEW YORK 10166
(212) 801-9200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time as described in the Prospectus after the effective date
of this Registration Statement.
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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 (the "Securities Act"), 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 of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock ($.001 par value)..... 17,920,306 shares $2-1/8 $38,080,650 $11,233.79
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(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(c) of the Securities Act of 1933 and based on the closing price
reported on the American Stock Exchange on April 20, 1999.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
The information in this prospectus is not complete and may be changed.
These securities may not be sold until the registration statement filed with the
SEC is effective. This prospectus is not an offer to sell these securities and
it is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED APRIL 21, 1999
PROSPECTUS
17,920,306 SHARES
POLYVISION CORPORATION
COMMON STOCK
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The selling shareholders of PolyVision listed on pages 13 and 14 may
offer and resell up to 17,920,306 shares of PolyVision common stock under this
prospectus, for each of their own accounts. The number of shares the selling
shareholders may sell includes shares of common stock that currently are issued
and outstanding, as well as shares of common stock that they may receive if they
(1) exercise their warrants, (2) convert their shares of Series B Preferred
Stock and Series C Preferred Stock or (3) convert a subordinated promissory
note. We will not receive any proceeds from these sales, but we will receive the
exercise price of the warrants if the warrants are exercised. We issued shares
of our common stock, certain warrants, shares of Series B and Series C Preferred
Stock and a subordinated promissory note in a series of transactions in November
and December 1998 to the selling shareholders.
Our common stock is traded on the American Stock Exchange under the
symbol "PLI." On April 19, 1999, the closing price of our common stock was
$2-9/16 per share. Of the shares of common stock registered under this
prospectus, 12,435,651 shares are reserved for issuance upon the exercise of the
warrants, the conversion of the Series B and Series C Preferred Stock and the
conversion of the subordinated promissory note. This number of reserved shares,
which represents approximately 88% of our total outstanding common stock,
presents substantial dilution to our current shareholders and may have an
adverse effect on the market price of our common stock.
The selling shareholders may offer the shares through public or private
transactions, on or off the American Stock Exchange, at prevailing market prices
or at privately negotiated prices. They may make sales directly to purchasers or
to or through agents, dealers or underwriters.
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INVESTING IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE FIVE.
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The shares have not been approved or disapproved by the SEC or any
state securities commission, nor have these organizations determined that this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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The date of this Prospectus is April ___, 1999
<PAGE>
POLYVISION CORPORATION
No one (including any salesman or broker) is authorized to provide oral
or written information about this offering that is not included in this
prospectus.
TABLE OF CONTENTS
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PAGE
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<S> <C>
About PolyVision............................................... 3
Risk Factors................................................... 5
Where You Can Find More Information............................ 10
Forward Looking Information.................................... 11
Use of Proceeds................................................ 11
Selling Shareholders........................................... 11
Plan of Distribution........................................... 15
Legal Opinion.................................................. 16
Experts........................................................ 16
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2
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ABOUT POLYVISION
IN GENERAL
PolyVision, through its operating units, Greensteel, Alliance and
Posterloid (both in the United States and Europe), manufactures and sells
information display products.
o Through Greensteel, we manufacture and sell custom-designed and
engineered writing, projection and other visual display surfaces
(such as ceramicsteel chalkboards and markerboards), custom
cabinets, and workstation and conference center casework primarily
for schools and offices.
o Through our recently-purchased Alliance division, we manufacture
continuous coiled ceramicsteel (a high-grade, fused ceramic
surface on light-gauge steel producing a non-porous, uniform
finish) used in writing surfaces for schools, conference rooms and
other business environments, as well as for construction projects
such as tunnels and people moving systems. Alliance also produces
proprietary projection screen surfaces, screen printed and
non-screen printed ceramicsteel surfaces used for interior and
exterior architectural applications and high-endurance signage.
o Through Posterloid, we manufacture and sell menuboard display
systems to the fast food and convenience store industries, and
merchandising displays used principally by banks.
At Greensteel, we combine our own direct marketing network with
approximately 65 independent dealers, which enables us to market our products to
schools, healthcare facilities, offices and other institutions throughout the
country. Most of our products are sold in connection with new facility
construction and renovation. These products are generally sold as part of a bid
process conducted through architects and general contractors working with our
sales staff and those of our dealers, and are custom-made to specifications.
Successful marketing of these products is dependent on our maintenance of strong
relationships with our dealers, architects and general contractors. We have been
advised by our customers that Greensteel products have achieved general
recognition as quality products.
At Alliance, our products are sold in the United States and, through
facilities in Belgium, France and Denmark, throughout Europe and the rest of
the world through PolyVision Belgium and PolyVision France. In the United
States, Alliance uses its direct sales personnel to sell its products to
fabricators and original equipment manufacturers (known as "OEMs") of
finished board products for the educational, office supply and other markets,
and screen and non-screen printed interior and exterior panels for the
transportation, building construction and related infrastructure markets.
Outside the United States, Alliance sells its products to OEMs and, through
facilities in France and Denmark, finished products, in each case
predominantly for schools. Alliance's infrastructure product sales are made
by direct sales efforts through its sales personnel and sales agents working
with architects and designers on specific projects, such as vehicular tunnels
and transportation terminals having specialized durability, cosmetic or
signage requirements.
At Posterloid, we use a direct sales force to sell throughout the
United States. Its customers are restaurants (mostly in the fast food and
stadium/terminal food concession markets), banks and design firms serving these
types of customers. Posterloid manufactures its products with a variety of
materials and is able to supply its customers an assortment of menuboards and
merchandising displays, such as interior back lit menuboards, interior magnetic
menuboards, drive-through menuboards, and specifically for banks, magnetic
interest rate boards and other merchandising displays.
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We have achieved our current position in the specialized markets we
serve largely because we perform a full range of services, including the custom
design, production and installation of our products. We believe this integrated
approach enhances our responsiveness to customer needs and allows our customers
to obtain a full line of products and services from a single source. This makes
it easier for us to establish ongoing relationships with customers and provide
for their future requirements. Competition in our markets is based largely on
price, product quality, customer service and reliability.
ACQUISITION OF ALLIANCE INTERNATIONAL GROUP AND CHANGE IN FISCAL YEAR
In November 1998, we purchased, from Wind Point Partners III, L.P. and
certain minority stockholders, all of the outstanding capital stock of Alliance
International Group, Inc. (usually referred to as "Alliance"), a leading
manufacturer of ceramicsteel products. The purchase price was $75.8 million,
consisting of $32.6 million in cash, $8.0 million in a 10% convertible
subordinated promissory note due in 2007 and $35.2 million of third-party debt
which was assumed or refinanced by us. Following the purchase, Alliance became a
division of PolyVision.
Alliance has its headquarters in Norcross, Georgia, and manufacturing
facilities in Oklahoma, Belgium, France and Denmark. It had approximately $62.5
million in revenues during calendar 1998. Following the closing of the Alliance
purchase, Michael H. Dunn, Alliance's Chairman and Chief Executive Officer,
became the new President and Chief Operating Officer of PolyVision, as well as a
member of our Board of Directors.
The cash portion of the Alliance purchase and the simultaneous
refinancing of PolyVision's existing credit facility was funded by a $60.0
million senior secured bank loan, a $25.0 million senior subordinated bank loan,
and $5.0 million in cash proceeds from the sale of shares of our 9% Series C
Convertible Preferred Stock to The Alpine Group, Inc.
In December 1998, we announced our decision to change to a December 31
fiscal year from an April 30 fiscal year, consistent with Alliance's fiscal
period.
RECAPITALIZATION OF PREFERRED STOCK AND DEBT
In November 1998, under an Exchange Agreement between us, Alpine and
another preferred shareholder, we accepted approximately $25.7 million in
liquidation value of our Series A Preferred Stock (plus accrued dividends) and
approximately $7.4 million debt we owed to Alpine, in exchange for approximately
5.3 million shares of our common stock and approximately $12.4 million in
liquidation value of our 9% Series B Convertible Preferred Stock. As a result of
this transaction, Alpine directly owns approximately 48.4% of our outstanding
shares of common stock (including 16.8% of such shares previously owned) and
could own after conversion of the Series B and Series C Preferred Stock as much
as 65.1% of our outstanding shares.
* * * * *
Our principal executive office is located at 48-62 36th Street, Long
Island City, New York 11101, and our telephone number is (718) 433-2170.
4
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RISK FACTORS
In addition to the other information in this prospectus or incorporated
in this prospectus by reference, you should consider carefully the following
factors in evaluating PolyVision and our business before purchasing the common
stock offered by this prospectus:
WE HAVE A LARGE AMOUNT OF DEBT; OUR ABILITY TO SERVICE INDEBTEDNESS IS CRUCIAL
We have incurred a high level of debt. As of December 31, 1998, we had
approximately $80.3 million of total debt. We may incur future debt to acquire
other businesses or for our working capital or operations. However, existing
credit facilities will restrict our ability to incur future debt.
Payments of principal and interest on borrowings may leave us with
insufficient cash resources for our operations. Further, a high debt level
creates an increased risk that we may default on our obligations. If we default,
the lenders who lent us funds on a secured basis could take the property
securing their loans and immediately require us to pay our obligations in full.
Our ability to repay our debt depends upon a number of factors, many of which
are beyond our control. These factors include:
o changes in interest rates,
o the state of the economy,
o our financial condition,
o the amount of competition we face,
o changes in the law,
o changes in the construction industry generally,
o changes in our customer base,
o pre-existing or unanticipated environmental clean-up liabilities,
o timing of our customers' payment for existing work orders and
projects and
o seasonal factors that may hinder our ability to work on projects,
including weather conditions.
Based on current operations, we believe that our cash on hand, cash
flows generated from current operations and available borrowings under our
senior secured credit facility will be sufficient to fund our capital
requirements for at least the next 24 months and allow us to repay our debts as
or before they become due. However, in the event that we are unable to repay our
debt obligations, we may need to refinance all or a portion of the principal of
our debt on or prior to maturity. We may not be able to generate sufficient cash
flow from operations, anticipated revenue growth, operating improvements or
current or future borrowings to repay our debt obligations. In addition, we may
not be able to refinance our existing debt or secure new credit or debt
facilities should we need or want to do so.
The amount of our debt could have important consequences on our future
performance. Our existing debt or credit facilities may limit our ability to
obtain additional financing in the future for working capital, capital
expenditures, acquisitions or general corporate purposes. Our debt levels may
prevent us from timely responding to changing market conditions and may increase
our vulnerability in the event of a downturn in general economic conditions or
our business.
We conduct substantially all of our operations through our subsidiaries
and are essentially a holding company. We rely on dividends, loan repayments and
other intercompany cash flows from our subsidiaries to generate the funds
necessary to repay our debts and other obligations. The payment of
5
<PAGE>
dividends from our subsidiaries and the making and repayment of loans and
advances are subject to statutory, contractual and other restrictions and are
dependent upon the earnings of our subsidiaries.
WE DEPEND ON A STRONG MARKET FOR CONSTRUCTING AND REFURBISHING EDUCATIONAL
BUILDINGS
Our primary market depends on the construction and refurbishing of
educational buildings. As a result of conservative state and municipal budgets,
this market remained flat in the mid 1990s. This was particularly true in our
major geographic market, which is the eastern portion of the United States. In
addition, raw material prices have progressively increased 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 at times unanticipated cost overruns,
has historically affected overall profitability since we operate from a backlog
(with the time elapsing from contract execution to fulfillment ranging from 3 to
18 months) comprised mainly of fixed price contracts with school districts and
municipalities. Such conditions could have an adverse effect on our financial
results.
WE HAVE A HISTORY OF NET LOSSES AND ACCUMULATED DEFICITS
For the fiscal year ended April 30, 1998, we had net sales of
$34,167,000 and net income of $1,010,000, but after payment of preferred stock
dividends, our loss applicable to common stock was $(535,000), or $(0.06) per
share, basic and diluted. As of April 30, 1998, we had total shareholders'
deficit of $(3,475,000), a worsening of $485,000 from April 30, 1997. For the
fiscal years ended April 30, 1997 and 1996, we reported net losses of
$(5,109,000) and $(5,769,000), respectively. However, for the eight months ended
December 31, 1998, we had net sales of $33,877,000 and net income of $591,000,
including a nonrecurring charge of $1,250,000. After payment of preferred stock
dividends, the accretion of preferred stock and recognition of gain in the
recapitalization transaction, our net income applicable to common stock
increased to $19,352,000, or $2.04 per share, basic and diluted. Due to the
purchase of Alliance and the recapitalization of preferred stock and debt, we
had total shareholders' equity of $20,921,000, an improvement of $24,396,000
over the deficit of $(3,475,000) as of April 30, 1998. No assurance can be given
that we will continue to have net income and net income applicable to common
stock.
WE FACE RISKS IN INTEGRATING ALLIANCE AND AS WE PURSUE FUTURE GROWTH THROUGH
ACQUISITIONS
In order for the Alliance purchase to be beneficial to us, we will need
to successfully combine the operations of Alliance into PolyVision. Until now,
we have not acquired the assets and liabilities of a company the size of
Alliance, and this integration process will require substantial time and
attention of our management. This process will divert our management's time and
attention from our business and operations, which could have a material and
adverse effect on our results of operations and financial condition. We may not
be able to successfully integrate the operations of Alliance into PolyVision
without difficulty, if at all. We expect the combination of Alliance and
PolyVision to create operating synergies for PolyVision. However, these
operating synergies may never develop and the combined operations may not prove
to be profitable.
6
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To a significant extent, our future growth is based on additional
purchases of businesses. Such purchases entail risks that the purchased
businesses will fail to perform in accordance with expectations, and that
business judgments with respect to a company's revenues and operating expenses
will prove inaccurate. Business purchases also involve risks associated with:
o diversion of management's attention,
o assimilation of the operations and personnel of the acquired
companies,
o amortization of acquired intangible assets and
o potential loss of key employees.
Such risks could adversely affect our operating results.
Our ability to further expand through business purchases depends on
many factors, including the successful identification and purchase of
businesses, the terms and conditions of any such purchases and management's
ability to integrate any acquired businesses effectively. No assurance can be
given that future business purchases, if any, can be consummated at favorable
prices or on favorable terms, that we will be successful in efficiently
assimilating any businesses or that any such purchases will be profitable.
WE MUST COMPLY WITH RESTRICTIVE COVENANTS IMPOSED BY OUR CREDIT FACILITIES
Our senior secured credit facility restricts our ability to, among
other things, dispose of assets, merge or consolidate with another entity, incur
additional indebtedness, create liens, make capital expenditures, pay dividends,
or make other investments or acquisitions. To secure our obligations under this
facility, we granted the lenders a first priority security interest in
substantially all of our tangible property, including the stock of our
subsidiaries. This facility also requires us to maintain certain financial
ratios and restricts our ability to prepay other indebtedness, including the
subordinated notes under our senior subordinated credit facility and the
subordinated promissory note issued to Wind Point Partners III, L.P. in the
purchase of Alliance. Our ability to comply with these restrictions may be
affected by events that are beyond our control.
If we violate any of these provisions, we could be in default on our
obligations under the senior secured credit facility, even though we are able to
pay our debts on time and when due. If we default, the lenders who lent us funds
under the senior secured credit facility could elect to declare all principal
and interest we owe them to be immediately due and payable. Additionally, these
lenders could exercise their right to take control of all our tangible property,
including the stock of the subsidiaries we pledged as security. These lenders
could also refuse to extend any additional credit to us. A default under the
senior secured credit facility could trigger default provisions in our other
loans, including the senior subordinated credit facility and the subordinated
promissory note, which would also make all principal and interest under those
loans immediately due and payable. If this happens, we may not have sufficient
funds to pay off all our defaulting loans. If these lenders take our tangible
assets, we would lose several of our operating subsidiaries.
These restrictions may also prevent us from taking action we believe is
necessary or desirable to respond to changing business and economic conditions.
We also may be prevented from engaging in transactions that might otherwise be
considered beneficial to us.
7
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OUR NEW FOREIGN OPERATIONS ENTAIL FOREIGN CURRENCY EXPOSURE AND OTHER RISKS
Our recent purchase of Alliance presents us, for the first time, with
the management of substantial foreign operations. Had we owned Alliance for the
entire year ended December 31, 1998, we would have received approximately 35.0%
of our revenue from international sales. Foreign operations are subject to
certain risks inherent in conducting business abroad, including:
o possible nationalization or expropriation,
o price and exchange controls,
o foreign currency exchange fluctuations,
o limitations on foreign participation in local enterprises and
o other restrictive governmental actions.
Changes in the relative values of currencies take place from time to
time and may materially affect our results of operations. Their effects on our
future operations are not predictable. Currently, we do not maintain a hedging
program, principally because we borrow and repay amounts under our senior
secured credit facility in local currencies. However, a downward fluctuation in
foreign currencies could enable our competitors in the information display
business to sell their products at lower prices than ours.
AS A MANUFACTURER, WE DEAL WITH ENVIRONMENTAL LAWS, VIOLATIONS OF WHICH COULD BE
EXPENSIVE
Our manufacturing operations are subject to extensive and evolving
federal, foreign, state and local environmental and land use laws and
regulations relating to the storage, handling, disposal, emission,
transportation and discharge of hazardous substances, materials and waste
products. These laws and regulations often impose stringent permitting
requirements. To date, compliance with these laws, regulations and permit
requirements has not been material to our operations, business or financial
results and has not had a material effect on our capital expenditures, earnings
or competitive position. However, violation of or non-compliance with such laws,
regulations or permit requirements, even if accidental, could result in an
adverse impact on our operations, financial condition or liquidity.
Our operations and the operations of certain of our predecessors or
certain of the companies we have acquired have resulted in releases of hazardous
substances or wastes at sites currently or formerly owned or operated by us or
at sites to which wastes may have been sent for disposal. We are presently
involved in investigatory and remedial activities at certain sites, some of
which are being conducted under the oversight of governmental authorities. In
connection with the Alliance purchase and other business purchases and sales, we
have assumed responsibility for and agreed to compensate purchasers or sellers
against liabilities associated with contamination, if any, existing at certain
of our or our predecessors' current and former facilities.
WE COMPETE WITH MANY DIFFERENT COMPANIES AND OUR BUSINESS IS SEASONAL
Our Greensteel subsidiary competes with a variety of companies that
manufacture or distribute chalkboards, markerboards and institutional cabinetry.
These competitors are typically small, privately-owned companies. Competition in
these markets is based largely on price, product quality, customer service and
reliability. Our business has historically been seasonal and our best quarter
for sales and pre-tax profits has typically occurred 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. We have historically incurred a loss in the winter months.
8
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OUR TECHNOLOGY IS GENERALLY UNPATENTED AND OTHERS MAY SEEK TO COPY IT
We generally do not patent technology developed by us and we cannot be
sure that others will not independently develop the same or similar technology
or otherwise obtain access to our technology. To protect our rights in these
areas, we require all employees, consultants and others who work for or with us
to enter into confidentiality agreements. We cannot be sure, however, that these
agreements will provide meaningful protection for our trade secrets, know-how or
other information in the event of any unauthorized use, misappropriation or
disclosure.
WE DEPEND HEAVILY ON FINDING AND KEEPING KEY MANAGEMENT PERSONNEL
Our success will depend heavily on our ability to find and keep highly
qualified manufacturing, marketing and other key management people. We have and
will face competition for these personnel, and we cannot be sure that we will be
able to attract and retain these people. We do not maintain "key man" life
insurance policies on the life of any individual.
OUR RELATIONSHIP WITH ALPINE COULD POSE CONFLICTS OF INTEREST
Alpine currently owns approximately 48.4% of the outstanding shares of
our common stock, and would own more than 50% of our common stock if it were to
convert shares of our Series B or Series C Preferred Stock held by it. Certain
of our directors, including the Chairman of the Board, are also directors and
officers of Alpine and may be subject to various conflicts of interest in
connection with, for example, the negotiation of agreements between the two
companies for the provision of services and the performance by the two companies
under their existing financing and preferred stock agreements. Each of these
persons will devote such time to our business and affairs as is appropriate
under the circumstances. Each such person, however, has other duties and
responsibilities with Alpine that may conflict with the time which might
otherwise be devoted to his duties with us.
WE DO NOT ANTICIPATE PAYING COMMON STOCK DIVIDENDS
We have never declared or paid dividends on our common stock and do not
expect paying dividends on our common stock at any time in the foreseeable
future. Also, the terms of our credit facilities prohibit the payment of common
stock dividends and the terms of our preferred stock prohibit us from paying
dividends on all classes of stock junior to such stock (including our common
stock) while shares of preferred stock remain outstanding.
OUR CHARTER CONTAINS SOME ANTI-TAKEOVER PROVISIONS THAT MAY INHIBIT A TAKEOVER
The provisions in our Certificate of Incorporation relating to a
classified Board of Directors and delegation to the Board of Directors of rights
to determine the terms of preferred stock may have the effect not only of
discouraging attempts by others to buy us, but also of making it more difficult
or impossible for existing shareholders to make management changes. A classified
board, which is made up of directors elected for staggered terms, while
promoting stability in Board membership and management, also moderates the pace
of any change in control of our Board of Directors by extending the time
required to elect a majority, effectively requiring action in at least two
annual meetings. The ability of our Board of Directors to determine the terms of
preferred stock, while providing flexibility in connection with possible
business purchases and other corporate purposes, could make it more difficult
for a third party to secure a majority of our outstanding common stock.
9
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THE ISSUANCE OF THE RESERVED SHARES PRESENTS SUBSTANTIAL DILUTION TO OUR CURRENT
SHAREHOLDERS
We are registering a total of 17,920,306 shares of common stock to
cover 5,484,655 outstanding unregistered shares of our common stock and
12,435,651 shares reserved for issuance upon the exercise of the warrants, the
conversion of the Series B and Series C Preferred Stock and the conversion of
the subordinated promissory note. This number of reserved shares, which
represents approximately 88% of our total outstanding common stock, presents
substantial dilution to our current shareholders and may result in a drop in the
market price of our common stock.
THE FAILURE OF OUR KEY SUPPLIERS AND CUSTOMERS TO BE YEAR 2000 COMPLIANT COULD
NEGATIVELY IMPACT OUR BUSINESS
We use a number of computer software programs and operating systems in
our internal operations, including applications used in financial business
systems and various administration functions. To the extent that these software
applications are unable to interpret the upcoming calendar year "2000," some
level of modification or even possible replacement of such software could be
necessary. Based on information currently available to us, we do not anticipate
that such "Year 2000" costs will have a material impact on us. We have requested
and obtained information regarding "Year 2000" compliance from suppliers and
providers of our critical software systems. Based on the information we
currently have, all critical systems appear to be "Year 2000" compliant. We are
currently contacting major vendors and customers to obtain "Year 2000"
compliance certificates. The failure of any of our key suppliers or customers to
be "Year 2000" compliant could have a material and adverse effect on our
business, financial condition and results of operations.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the public reference facilities of the SEC in Washington, D.C., Chicago,
Illinois and New York, New York. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our SEC filings are also
available to the public from the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we have
filed with them, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the following documents and any future filings we will
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934:
(1) Our Transition Report on Form 10-K for the eight months ended
December 31, 1998;
(2) Our Current Reports on Form 8-K, as amended, reporting events
which occurred on May 19, 1998, November 20, 1998 and December 30,
1998;
(3) Our definitive Proxy Statement, dated April 20, 1999, filed in
connection with our 1998 Annual Meeting of Shareholders; and
10
<PAGE>
(4) The description of our common stock contained in our Registration
Statement on Form 8-A filed with the SEC under Section 12 of the
Exchange Act, which was declared effective August 5, 1993,
including any amendments or reports filed for the purpose of
updating the description.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
PolyVision Corporation
48-62 36th Street
Long Island City, New York 11101
Attn: Mr. Barry M. Puritz
Vice President of Business Development and Secretary
Tel: (718) 433-2170
FORWARD-LOOKING INFORMATION
This prospectus, including the information incorporated by reference,
contains forward-looking statements made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Actual results could
differ materially from those projected in the forward-looking statements as a
result of the risk factors beginning on page 5 and others detailed from time to
time in our periodic reports filed with the SEC.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares of common
stock by any of the selling shareholders. The exercise price of the outstanding
warrants is $.001 per share. If all of the warrants are exercised, we will
receive proceeds of approximately $2,986, which we will use for general
corporate purposes. We estimate that our expenses in connection with this
offering will be approximately $35,000.
SELLING SHAREHOLDERS
GENERAL
The selling shareholders currently hold unregistered shares of our
common stock or may later hold shares of common stock that are issuable upon
exercise of certain warrants, conversion of the Series B Preferred Stock and
Series C Preferred Stock and conversion of a subordinated promissory note.
Following is a brief summary of the terms of the warrants, the Series B and
Series C Preferred Stock and the subordinated promissory note.
SUBORDINATED NOTE FINANCING; WARRANTS TO PURCHASE COMMON STOCK
In December 1998, we completed the refinancing of the $25,000,000 loan
made to us by Fleet Corporate Finance, Inc. ("Fleet") in November 1998. This
loan was evidenced by a 12.5% Senior Subordinated Note in the amount of
$25,000,000 (the "Fleet Note").
We refinanced the Fleet Note through the issuance of $25,000,000 of
12.5% Senior Subordinated Notes due December 30, 2006 (the "Hancock Notes") to
John Hancock Mutual Life Insurance Company and certain of its affiliates
(collectively, "John Hancock") pursuant to a Senior Subordinated Note and
11
<PAGE>
Warrant Purchase Agreement (the "Subordinated Note Agreement"). Under the
Subordinated Note Agreement, John Hancock purchased from us the Hancock Notes
and warrants to purchase up to 2,986,467 shares of our common stock (the
"Warrants"). John Hancock may exercise the Warrants at any time during their
ten-year term. The exercise price of the Warrants is $.001 per share.
EXCHANGE TRANSACTION; COMMON STOCK AND SERIES B PREFERRED STOCK
In November 1998, shortly before the Alliance purchase, we completed an
exchange transaction with Alpine and another preferred shareholder. In the
transaction, we exchanged approximately $25.7 million in liquidation value of
our Series A Preferred Stock (plus accrued dividends) and indebtedness of
approximately $7.4 million due from us, for approximately 5.3 million shares of
our common stock and approximately $12.4 million in liquidation value of our
Series B Preferred Stock to Alpine and another entity. The Series B Preferred
Stock may be converted into 4,132,517 shares of common stock at any time at a
conversion price of $3.00 per share. Each preferred shareholder is entitled to
the payment of cumulative cash dividends at the rate of 9% per year. These
dividends, however, are prohibited through July 2001 under the terms of our
senior subordinated credit facility, and thereafter can only be paid if we are
in compliance with specified financial ratios set forth in our senior secured
credit facility and senior subordinated credit facility. Also, although we can
redeem under the terms of the preferred stock agreement covering the Series B
Preferred Stock at face value, plus accrued but unpaid dividends, at any time,
the terms of our credit facilities prohibit us from doing so. Shares of Series B
Preferred Stock have no voting rights, except (voting as a separate class) for
certain significant business transactions such as the merger or consolidation of
PolyVision, the sale of all or substantially all of our assets or an amendment
of our Certificate of Incorporation or By-laws which adversely affects the
rights of holders of Series B Preferred Stock. However, if Alpine were to
transfer ownership of its shares of Series B Preferred Stock to an unaffiliated
third party, such transferee would be entitled to vote (together with common
shareholders) the equivalent number of shares of our common stock as it would
hold if it converted its shares immediately prior to the record date of such
vote. The Series B Preferred Stock also has customary anti-dilution provisions
for stock dividends, stock splits, share combinations, recapitalizations and
other capital adjustments.
Also, in November 1998, we issued to Alpine an additional 209,790
shares of our common stock and Series B Preferred Stock convertible into 150,000
shares of our common stock, valued together at $750,000, as compensation for
structuring and assisting us in completing the Alliance purchase.
SERIES C CONVERTIBLE PREFERRED STOCK
In November 1998, we sold to Alpine for $5.0 million in cash, shares of
our Series C Preferred Stock. We applied the $5.0 million to the purchase price
for Alliance. The Series C Preferred Stock may be converted into 2,500,000
shares of common stock at any time. Other than the conversion price, the terms
of the Series C Preferred Stock are identical to the terms of the Series B
Preferred Stock and rank equally with respect to distribution rights upon the
liquidation, dissolution or winding-up of the affairs of PolyVision, and with
respect to dividend rights.
10% CONVERTIBLE SUBORDINATED PROMISSORY NOTE
The purchase price in the Alliance purchase included an $8.0 million
10% convertible subordinated promissory note due in 2007 (the "Note"), which was
issued to Wind Point Partners III, L.P., as agent for the sellers in the
transaction. The Note may be converted at any time after May 20, 1999 into
shares of common stock at a conversion price of $3.00 per share. However, if the
Note has not been repaid by November 20, 2004, the conversion price will be
reduced by $.25 to $2.75 per share.
12
<PAGE>
Likewise, the conversion price will be reduced by another $.25 per share on each
of November 20, 2005, 2006 and 2007 (to a final conversion price of $2.00 per
share) if the Note has not been repaid by any such date. The principal amount of
the Note may also be reduced, by up to $2.0 million, for claims made by us
against Wind Point Partners and the other sellers on account of
misrepresentations or breaches of warranty stemming from the Stock Purchase
Agreement among the parties in the Alliance purchase. If this were to happen,
the number of shares available to Wind Point Partners for conversion would be
proportionally reduced.
NUMBER OF SHARES OF COMMON STOCK THAT WE MAY ISSUE
Assuming the exercise of all of the Warrants and the full conversion of
the Series B and Series C Preferred Stock and the Note on April 20, 1999, we
would issue 12,435,651 shares of our common stock to the selling shareholders.
These 12,435,651 shares would represent approximately 88% of our outstanding
common stock.
SELLING SHAREHOLDER TABLE
The table below lists, in each case as of April 20, 1999:
1. the name of each selling shareholder;
2. the number of shares each selling shareholder beneficially owns;
3. how many shares of common stock the selling shareholder may resell
under this prospectus; and
4. assuming each selling shareholder sells all the shares listed next
to its name, how many shares of common stock each selling
shareholder will beneficially own after completion of the
offering.
Beneficial ownership is determined in accordance with rules set by the
SEC, and the information is not necessarily indicative of beneficial ownership
for any other purpose. This table is based upon information supplied to us by
officers, directors and principal shareholders. Except as otherwise indicated,
PolyVision believes that the entities named in the table have sole voting and
investment power with respect to all shares of the common stock shown as
beneficially owned by them, subject to community property laws where applicable.
We may amend or supplement this prospectus from time to time in the
future to update or change this list of selling shareholders and shares which
may be resold.
13
<PAGE>
<TABLE>
<CAPTION>
SHARES THAT
BENEFICIAL OWNERSHIP PRIOR MAY BE BENEFICIAL OWNERSHIP AFTER
TO THE OFFERING SOLD IN THE THE OFFERING
SELLING SHAREHOLDER SHARES PERCENT OFFERING SHARES PERCENT
- ------------------------- --------- -------- ------------ -------- -------
<S> <C> <C> <C> <C> <C>
John Hancock Mutual Life 866,075 5.8% 866,075 0 0
Insurance Company
200 Clarendon Street
Boston, MA 02117
Hare & Co. 597,293 4.1% 597,293 0 0
c/o John Hancock Mutual Life
Insurance Company
200 Clarendon Street
Boston, MA 02117
Hancock Mezzanine 1,493,234 9.6% 1,493,234 0 0
Partners L.P.
200 Clarendon Street
Boston, MA 02117
John Hancock Variable Life 29,865 * 29,865 0 0
Insurance Company
200 Clarendon Street
Boston, MA 02117
The Alpine Group, Inc. 13,568,370 65.1% 12,131,767(1) 1,436,603 6.9%
1790 Broadway
New York, NY 10019
Kirkbi Projekt A/S 135,405 * 135,405(2) 0 0
Aastvej 1
DK-7190 Billund
Denmark
Wind Point Partners III, L.P. 2,666,667 15.9% 2,666,667 0 0
676 North Michigan Avenue,
Suite 3300
Chicago, IL 60611
</TABLE>
- ----------
* Less than one percent.
(1) The number of shares of common stock indicated includes (a) 5,381,767
shares directly owned, (b) 4,250,000 shares issuable upon conversion of
Series B Preferred Stock and (c) 2,500,000 shares issuable upon conversion
of the Series C Preferred Stock.
(2) The number of shares of common stock indicated includes (a) 102,888 shares
directly owned and (b) 32,517 shares issuable upon conversion of Series B
Preferred Stock.
14
<PAGE>
PLAN OF DISTRIBUTION
The selling shareholders may sell their shares of common stock in one
or more transactions, which may involve block transactions,
1. on the American Stock Exchange;
2. on such other markets on which our common stock may from time to
time be trading;
3. in privately-negotiated transactions; or
4. through the writing of options on the shares of common stock,
short sales or any combination of the two.
The selling shareholders may sell at market prices at the time of sale,
at prices related to the market price or at negotiated prices. A selling
shareholder may attempt to sell shares of common stock in block transactions to
market makers or other purchasers at a price per share which may be below the
then current market price. Some or all of the shares of common stock covered by
this prospectus may ultimately not be issued to, or sold by, the selling
shareholders.
The selling shareholders and any brokers, dealers or agents, upon
effecting the sale of any of the shares of common stock, may be deemed to be
"underwriters" as that term is defined under the Securities Act or the Exchange
Act, or the rules and regulations thereunder. In addition, the selling
shareholders and any other persons participating in the sale or distribution of
the shares of common stock will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder. These provisions may
limit the timing of purchases and sales of any shares of common stock by the
selling shareholders or any other such person. The foregoing may affect the
marketability of the shares of common stock.
PolyVision has agreed to indemnify the selling shareholders against
liabilities they may incur because of an untrue or alleged untrue statement of a
material fact contained in this prospectus or the omission or alleged omission
to state in the prospectus a material fact required to be stated in the
prospectus, or necessary to make the statements in this prospectus not
misleading. However, we will not be required to indemnify any selling
shareholder for liabilities that we incur based on our reliance on written
information that the selling shareholder has furnished to us expressly for use
in this prospectus. Likewise, the selling shareholders have agreed to indemnify
PolyVision against liabilities that we incur as a result of any statement or
omission made in this prospectus based on written information that the selling
shareholder has provided us for use in this prospectus. No selling shareholder,
however, will be liable to us for amounts in excess of the net proceeds it
receives from the sale of its shares pursuant to this prospectus.
We have agreed to use our best efforts to keep the Registration
Statement, of which this prospectus constitutes a part, effective until the
earlier of (1) the date on which the selling shareholders can sell all of the
shares of common stock pursuant to Rule 144 under the Securities Act, or (2)
when the selling shareholders have resold all of the shares of their registered
common stock pursuant to Rule 144 or an effective registration statement.
15
<PAGE>
LEGAL OPINION
Greenberg Traurig, New York, New York, will issue for us an opinion
about the legality of the shares.
EXPERTS
The consolidated financial statements and schedule of PolyVision
Corporation incorporated by reference in this prospectus and elsewhere in the
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said report.
The consolidated financial statements of Alliance International Group,
Inc. as of December 31, 1997 and 1996 and for the three-month period ended
December 1997, the nine-month period ended October 2, 1997, and each of the two
years in the period ended December 31, 1996 appearing in PolyVision
Corporation's Current Report on Form 8-K/A, dated November 20, 1998, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
16
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expenses in connection
with the sale and distribution of the securities being registered, other than
underwriting discounts and commissions. All of the amounts shown are estimates
except the Securities and Exchange Commission registration fee.
<TABLE>
<CAPTION>
TO BE PAID
BY THE
REGISTRANT
----------
<S> <C>
SEC registration fee................................... $11,234
Accounting fees and expenses........................... 10,000
Legal fees and expenses................................ 10,000
Miscellaneous expenses................................. 3,766
-------
Total......................................... $35,000
-------
-------
</TABLE>
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 expenses, 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 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.
II-1
<PAGE>
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 financial 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 PolyVision
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
The following exhibits are filed with this Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT
----------- -----------------------
<S> <C>
2.1 Agreement and Plan of Merger, dated as of December 21, 1994, as amended, among PolyVision
(formerly Information Display Technology, Inc.), The Alpine Group, Inc., Alpine PolyVision, Inc.
and Posterloid Corporation.(1)
2.2 Stock Purchase Agreement, dated as of September 1, 1998, by
and among PolyVision, Alliance International Group, Inc.,
Wind Point Partners III, L.P. and the other stockholders of
Alliance, as amended by letter agreement dated November 20,
1998.(2)
4.4 Specimen form of Common Stock Certificate of PolyVision.(3)
4.5 Certificate of Amendment of the Certificate of Incorporation of PolyVision designating the
Series B Preferred Stock and Series C Preferred Stock.(4)
5.1 Opinion of Greenberg Traurig.
23.1 Consent of Greenberg Traurig (included in the opinion filed as Exhibit 5.1).
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT
----------- -----------------------
<S> <C>
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Ernst & Young LLP.
24.1 Power of Attorney (set forth on signature page of the Registration Statement).
</TABLE>
- ----------
(1) Incorporated by reference to the exhibits filed with the Proxy Statement
for the Annual Meeting of Shareholders, dated May 1, 1995.
(2) Incorporated by reference to the exhibits filed with the Current Report on
Form 8-K, dated November 20, 1998.
(3) Incorporated by reference to the exhibits filed with the Registration
Statement on Form S-2 (No. 33-93010), effective June 9, 1995.
(4) Incorporated by reference to the exhibits filed with the Transition Report
on Form 10-K for the eight months ended December 31, 1998.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes: (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement: (i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the
prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; 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; (2) that, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than
II-3
<PAGE>
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(d) The undersigned Registrant hereby undertakes that: (i) for the
purposes of determining any liability under the Securities Act, the information
omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of the registration statement as of the time it was
declared effective; and (ii) for the purposes of determining any liability under
the Securities Act, each post-effective amendment that contains a form of
prospectus 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.
II-4
<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 Long Island City, State of New York, on April 20, 1999.
POLYVISION CORPORATION
By:/s/Joseph A. Menniti
-----------------------------
Joseph A. Menniti
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven S. Elbaum, Bragi F. Schut and
Joseph A. Menniti, 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.
SIGNATURES TITLE DATE
- ---------- ----- ----
/s/Steven S. Elbaum Chairman of the Board April 19, 1999
- -------------------------- and Director
Steven S. Elbaum
/s/Joseph A. Menniti Chief Executive Officer April 20, 1999
- -------------------------- and Director
Joseph A. Menniti (principal executive officer)
/s/Michael H. Dunn President, April 20, 1999
- -------------------------- Chief Operating
Michael H. Dunn Officer and Director
/s/Richard J. Still Chief Financial Officer April 20, 1999
- -------------------------- (principal financial and
Richard J. Still accounting officer)
/s/Ivan Berkowitz Director April 19, 1999
- --------------------------
Ivan Berkowitz
/s/Lyman C. Hamilton, Jr. Director April 21, 1999
- --------------------------
Lyman C. Hamilton, Jr.
/s/Stephen C. Knup Director April 19, 1999
- --------------------------
Stephen C. Knup
/s/Bragi F. Schut Director April 19, 1999
- --------------------------
Bragi F. Schut
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT PAGE
----------- ----------------------- ----
<S> <C> <C>
2.1 Agreement and Plan of Merger, dated as of December 21, 1994, as amended, among
PolyVision (formerly Information Display Technology, Inc.), The Alpine Group,
Inc., Alpine PolyVision, Inc. and Posterloid Corporation. (1)
2.2 Stock Purchase Agreement, dated as of September 1, 1998, by and
among PolyVision, Alliance International Group, Inc., Wind Point
Partners III, L.P. and the other stockholders of Alliance, as
amended by letter agreement dated November 20, 1998. (2)
4.4 Specimen form of Common Stock Certificate of PolyVision. (3)
4.5 Certificate of Amendment of the Certificate of Incorporation of PolyVision
Corporation designating the Series B Preferred Stock and Series C Preferred
Stock.(4)
5.1 Opinion of Greenberg Traurig. 24
23.1 Consent of Greenberg Traurig (included in the opinion filed as Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP. 25
23.3 Consent of Ernst & Young LLP. 26
24.1 Power of Attorney (set forth on signature page of the Registration Statement).
</TABLE>
- ----------
(1) Incorporated by reference to the exhibits filed with the Proxy Statement
for the Annual Meeting of Shareholders, dated May 1, 1995.
(2) Incorporated by reference to the exhibits filed with the Current Report on
Form 8-K, dated November 20, 1998.
(3) Incorporated by reference to the exhibits filed with the Registration
Statement on Form S-2 (No. 33-93010), effective June 9, 1995.
(4) Incorporated by reference to the exhibits filed with the Transition Report
on Form 10-K for the eight months ended December 31, 1998.
<PAGE>
EXHIBIT 5.1
GREENBERG TRAURIG
MetLife Building
200 Park Avenue, 15th Floor
New York, NY 10166
April 20, 1999
PolyVision Corporation
48-62 36th Street
Long Island City, New York 11101
Dear Sirs:
We are acting as counsel to PolyVision Corporation, a New York
corporation (the "Company"), in connection with the Registration Statement on
Form S-3, filed on April 20, 1999 (the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"), covering 17,920,306 shares of
the Company's common stock, par value $.001 per share (the "Shares"), which are
being registered in connection with the proposed sale of the Shares by the
entities listed as selling shareholders therein.
We have examined the originals, or certified, conformed or reproduction
copies, of all such records, agreements, instruments and documents as we have
deemed relevant or necessary as the basis for the opinion hereinafter expressed.
In all such examinations, we have assumed the genuineness of all signatures on
originals or certified copies and the conformity to original or certified copies
of all copies submitted to us as conformed or reproduction copies. As to various
questions of fact relevant to such opinion, we have relied upon, and assumed the
accuracy of, certificates and oral or written statements and other information
of or from public officials, officers or representatives of the Company, and
others.
Based upon the foregoing, we are of the opinion that the Shares have
been, or when issued, delivered and paid for will be, validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Opinion" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Greenberg Traurig
---------------------
GREENBERG TRAURIG
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-3 of our
report dated February 18, 1999 included in PolyVision Corporation's Form 10-K
for the fiscal period ended December 31, 1998 and to all references to our firm
included in this registration statement.
/s/Arthur Andersen LLP
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ARTHUR ANDERSEN LLP
Atlanta, Georgia
April 15, 1999
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Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" and to the incorporation by reference in this Registration
Statement on Form S-3 and related Prospectus of PolyVision Corporation for
the registration of 17,920,306 shares of its common stock of our report dated
May 22, 1998, with respect to the consolidated financial statements of
Alliance International Group, Inc. included in PolyVision Corporation's
Current Report on Form 8-K/A dated November 20, 1998 filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Atlanta, Georgia
April 19, 1999
