<PAGE>
As filed with the Securities and Exchange Commission on September 24, 1999
Registration No. 333-64695
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
-------------------------
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-1
ON
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
MICROTEL INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 3825 77-0226211
(State or other jurisdiction (Primary Standard (I. R. S. Employer
of incorporation or Industrial Classification Identification Number)
organization) Code Number)
4290 E. BRICKELL STREET
ONTARIO, CALIFORNIA 91761
(909) 456-4321
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
CARMINE T. OLIVA, PRESIDENT AND CHIEF EXECUTIVE OFFICER
MICROTEL INTERNATIONAL, INC.
4290 E. BRICKELL STREET
ONTARIO, CALIFORNIA 91761
(909) 456-4321
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
THOMAS P. GALLAGHER, ESQ.
MARTIN J. CONROY, ESQ.
GALLAGHER, BRIODY & BUTLER
212 CARNEGIE CENTER, SUITE 402
PRINCETON, NEW JERSEY 08540
(609) 452-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO
TIME, FOLLOWING THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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 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. [ ]
<PAGE>
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
Securities and Exchange Commission 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 September 24, 1999
PROSPECTUS
4,154,762 SHARES OF COMMON STOCK OF
MICROTEL INTERNATIONAL, INC.
This prospectus is being used in connection with the sale by certain of
our stockholders of an estimated 4,154,762 shares of common stock which include
(1) an estimated 2,904,762 shares of common stock to be issued by us when the
holders of 61 shares of convertible preferred stock convert such preferred stock
into common stock and (2) 1,250,000 common shares to be issued by us upon the
exercise of certain outstanding warrants.
This offering is not being underwritten.
Selling shareholders can sell their common stock in the
over-the-counter market or in privately negotiated transactions, whenever they
decide and at the price they set. The common stock may be sold at market price,
but the selling shareholders have the right to sell common stock at a premium or
discount to market price.
We will not receive any of the proceeds from the sale of these shares.
We have agreed to bear certain expenses in connection with the registration and
sales of these shares. See "Plan of Distribution" herein for a description of
the manner in which the securities covered by this prospectus may be sold.
Our common stock is quoted on the OTC Bulletin Board under the stock
symbol "MCTL." On September 20, 1999, the closing bid price for the Common
shares was $0.21 per share and the closing asked price was $0.28 per share.
--------------------
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" AT PAGES 2 TO 7.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is September 24, 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Where You Can Find More Information v
Incorporation by Reference v
Note Concerning Forward Looking Statements 1
About MicroTel International 1
Risk Factors 2
Use of Proceeds 8
Selling Security Holders 8
Plan of Distribution 9
Legal Matters 10
Experts 10
</TABLE>
<PAGE>
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the Securities and Exchange Commission, commonly
called the SEC, a registration statement on Form S-3 under the Securities Act
with respect to these shares of common stock. This prospectus does not contain
all of the information set forth in the registration statement and the exhibits
to the registration statement. We refer you to the registration statement and
its exhibits for further information.
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You can read and copy any document we file at
the SEC's public reference rooms in Washington, DC, New York, NY and Chicago,
IL. You can request copies of these documents by writing to the SEC and paying a
fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for further
information on public reference rooms. Our SEC filings are also available to the
public from the SEC's website at http://www.sec.gov.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important 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 documents listed below and any future filings (File No.
1-10346) we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934:
- Our Annual Report on Form 10-K for the year ended December 31,
1998, filed on March 31, 1999;
- Our Quarterly Report on Form 10-Q for the quarter ended March
31, 1999, filed on May 17, 1999;
- Our Quarterly Report on Form 10-Q for the quarter ended June
30, 1999, filed on August 16, 1999;
- The description of our common stock contained in our
Registration Statement on Form S-1 declared effective on
October 5, 1998.
You may request a copy of these filings, at no cost, by writing or
telephoning our Chief Financial Officer at the following address:
James P. Butler
Chief Financial Officer
MicroTel International, Inc.
4290 East Brickell Street
Ontario, CA 91761
Telephone (909) 456-4321
v
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NOTE CONCERNING FORWARD LOOKING STATEMENTS
We make statements in this prospectus and the documents we incorporate
by reference that are considered "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Sometimes these statements contain words such as
"anticipates," "plans," "intends," "expects" and similar expression to identify
forward-looking statements.
These statements are not guarantees of our future performance and
involve known and unknown risks, uncertainties and other factors that may cause
our actual results, performance or achievements to be materially different from
what we say in this prospectus. These risks, uncertainties and other factors
include, among others:
- General economic conditions;
- Changes in laws and government regulations;
- Fluctuations in demand for our products;
- Our ability to consummate strategic acquisitions and
successfully finance and integrate any such acquisitions;
- Our ability to consummate planned disposal of existing loss
producing operations
- Our ability to finance our current ongoing operations, and
- Competing products and technologies.
Given these uncertainties, you should not place undue reliance on these
forward-looking statements, which are current only as of the date of this
prospectus. We will not revise the forward-looking statements in this prospectus
to reflect events or circumstances after the date of this prospectus or to
reflect the occurrence of unanticipated events.
ABOUT MICROTEL INTERNATIONAL
This is a summary of our business. You should read this summary in the
context of the risk factors starting on page 1. For additional information, you
should read our reports filed with the Securities and Exchange Commission.
We design, manufacture and distribute a wide range of electronics
hardware products and provide related services, including electronic
telecommunications test equipment and data communication equipment (modems). We
sell these products primarily to the major long distance telephone service
companies, the regional Bell operating companies, international telephone
companies and private communications networks. We also design, manufacture and
market information technology products, including displays and input components,
subsystem assemblies, and printed circuits for the international
telecommunications, medical, industrial, and military/aerospace markets. Our
company is organized into three product line sectors - Instrumentation and Test
Equipment, Circuits, and Components and Subsystem Assemblies.
Our principal executive offices are located at 4290 E. Brickell Street,
Ontario, California 91761, and our telephone number is (909) 456-4321.
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RISK FACTORS
Investing in our shares is risky. You should be able to bear a
complete loss of your investment. You should carefully consider the following
risk factors, together with other information contained or incorporated by
reference in this prospectus.
There may be additional risks and uncertainties that are not
presently known to us or that we currently believe are immaterial which could
also have a negative impact on our business operations. If any of the
following risks actually occur, our business, financial condition and results
of operations would be materially adversely affected. In that event, the
trading price of our common stock could decline and you may lose all or part
of your investment.
COMPETITION; TECHNOLOGICAL OBSOLESCENCE. Competition in the
electronics hardware industry is very intense and there are a large number of
companies developing technology and products similar to ours. The industry
consists of development stage companies and major domestic and international
companies, many of which have financial, technical, marketing, sales,
manufacturing, distribution and other resources significantly greater than
ours. We can not assure you that we will be successful in competing with such
entities or that our competitors will not develop products or competing
technologies that would make our products and technologies obsolete or which
would enable them to gain market acceptance of their products more rapidly
than ours.
DEPENDENCE ON KEY PERSONNEL. We are highly dependent on the effort
of our management. We maintain key man life insurance on our President and
Chief Executive Officer, Carmine T. Oliva. We cannot assure you that we will
be able to maintain this policy in effect or that the coverage will be
sufficient to compensate us for the loss of the Mr. Oliva's services.
CONTINUING LOSSES; WRITE-DOWNS. We reported net losses of $1,185,000
for the year ended December 31, 1998 and $9,693,000 for the year ended
December 31, 1997. At December 31 1998 and June 30, 1999, we had an
accumulated deficit of $15,122,000 and $17,056,000, respectively. We have
written down the carrying value of certain of our assets in recent years,
including certain inventory, capitalized software and goodwill associated
with certain acquisitions. While we believe, based on our current
assessments, that such write-downs are adequate, we cannot assure you that
further write-downs of our operating assets will not be required in the
future.
Although our business operations produced a very small profit in the
fourth quarter of 1998, we reported a net loss of $1,889,000 in the first six
months of 1999. If we do become profitable, we cannot assure you that we will
continue to be profitable.
LIQUIDITY AND CAPITAL REQUIREMENTS; NEED FOR ADDITIONAL FINANCING.
For the years ended December 31, 1998 and 1997, we incurred substantial
negative cash flow from operations which created a severe lack of working
capital. As a result, cash flows from operations during 1998 and 1997 had to
be supplemented by the offering of equity securities to support our working
capital and planned business development needs. Although we have been
successful in obtaining working capital to fund operations to date, we cannot
assure you that we will be able to generate additional capital in the future
or generate sufficient cash flow to fund current and future operations.
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Our specific needs for, and the timing of, any future financing
arrangements will depend on our results of operations, acquisition
opportunities, and other unforeseen factors that we cannot presently predict.
We cannot assure you that future financing will be available, or, if
available, that it will be on terms and conditions acceptable to us. If any
additional equity financings are available, they may be dilutive to our
stockholders and any debt financing may contain restrictive covenants and
additional debt service requirements that could adversely affect our
operating results.
CYCLICAL NATURE OF ELECTRONICS INDUSTRY. The segments of the
electronics industry in which we operate have, in many instances,
historically been cyclical and subject to significant economic changes and
downturns. These changes, including the contraction of military, commercial
and governmental aerospace spending in recent years, have sometimes been
characterized by reduced product demand, accelerated decreases of average
selling prices, and excess production capacity. In addition, the electronics
industry is subject to rapid technological change and short product life
leading to product obsolescence. As a result these factors, we may experience
substantial fluctuations in future operating results due to general
electronic industry conditions, overall economic conditions or other related
factors.
DEPENDENCE ON TELEPHONE INDUSTRY; RESTRUCTURING OF THE INDUSTRY. Our
subsidiaries that make up our Instrumentation and Test Equipment business
sector depend largely on sales to their principal customers in the telephone
industry. In the United States, these customers include AT&T, Sprint, MCI,
and the regional Bell operating companies. As a result of the consolidation
and/or restructuring of these companies, following the passage of the 1996
Telecommunications Bill, certain of our anticipated sales to these companies
were canceled or delayed. Although we believe that demand for our test
equipment and data transmission products will increase now that a significant
portion of these consolidations and restructurings are completed, there can
be no assurance that we will experience any increased demand.
VARIABILITY OF CUSTOMER REQUIREMENTS; NATURE AND EXTENT OF CUSTOMER
COMMITMENTS ON ORDERS. The level and timing of orders placed by our customers
can vary as these customers attempt to manage inventory, change their
manufacturing strategies and vary their demand for our products due to, among
other things
- technological change;
- introduction of new products;
- shortened product life cycles;
- competitive conditions; or,
- general economic conditions.
We generally do not receive long-term purchase orders or
commitments. A certain portion of our backlog may be subject to cancellation
or postponement without a significant penalty or with no penalty.
ENVIRONMENTAL COMPLIANCE. We are subject to a variety of
environmental regulations relating to the use, storage, discharge and
disposal of hazardous chemicals used in certain of our manufacturing
processes. Our failure to comply with present and future regulations could
subject us to future liabilities or the suspension of production. These
regulations could also restrict our ability to expand our facilities or could
require us to acquire costly equipment or to incur other significant expenses
to comply with environmental regulations. We may also from time to time be
subject to lawsuits with respect to
3
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environmental matters. The extent of our liability under any such suit is not
determinable and may, in certain circumstances, have a material adverse
affect on us.
POSSIBLE VOLATILITY OF MARKET PRICE OF COMMON STOCK. The trading
price of our common stock is subject to significant fluctuations in response
to variations in quarterly operating results, general conditions in the
electronics industry and other factors. The market price of our common stock
has been, and may continue to be, highly volatile. Also, the stock market is
subject to price and volume fluctuations which affect the market price for
many high technology companies in particular, and which can be unrelated to
operating performance.
INCREASED PUBLIC FLOAT. When the registration statement of which
this prospectus is a part becomes effective and the conversion of the
preferred stock occurs, the number of freely tradable shares of our common
stock held by non-affiliates will substantially increase. If a significant
number of these freely tradable shares are sold in the open market in the
near term, the price of our common stock may decline.
ACQUISITIONS. We may acquire other companies, assets or product
lines that complement or expand our existing business. Acquisitions involve a
number of risks that could adversely affect our operating results, including:
- diversion of our management's attention;
- the assimilation of the operations and personnel of the
acquired companies;
- amortization of acquired intangible assets; and
- potential loss of key employees.
We cannot assure you that any acquisition we make will not
materially and adversely affect us or that any such acquisition will enhance
our business.
DEPENDENCE ON PROPRIETARY TECHNOLOGY; PATENTS AND PROPRIETARY
RIGHTS. Our future success will be highly dependent on proprietary
technology, particularly in the areas of instrumentation and test equipment.
Although we hold a limited numbers of patents, we rely on copyright,
trademark and trade secret laws to establish our proprietary rights in our
products. We cannot assure you that our reliance on these laws will be
adequate to protect our proprietary rights or that our competitors will not
independently develop technologies that are equivalent or superior to ours.
In the future, we may file additional patent applications covering
our products or subsystems. We cannot assure you that:
- any patents will be issued from our applications;
- if patents are issued, that the scope of claims granted will
be broad enough to protect our technology;
- any patents that may be issued to us will not be challenged,
consolidated or circumvented; or,
- any rights granted under those patents will provide us with a
competitive advantage or meaningful proprietary protection.
4
<PAGE>
Although we will continue to implement protective measures and
intend to defend our proprietary rights, policing unauthorized use of our
technology, systems and products will be difficult and these measures may not
be successful. In addition, the laws of certain foreign countries in which we
are active may not protect our proprietary rights to the same extent as do
the laws of the United States.
ADVERSE EFFECTS OF ISSUANCE OF ADDITIONAL PREFERRED STOCK. Our
Certificate of Incorporation authorizes the issuance of 10,000,000 shares of
preferred stock, with designations, rights and preferences that may be
determined from time to time by the Board of Directors, without further
stockholder approval. Preferred stock may have dividend, liquidation,
conversion, voting or other rights that could adversely affect the voting
power or other rights of the holders of the common stock. Also, issuance of
additional preferred stock could limit the price that certain investors might
be willing to pay in the future for shares of our common stock and may have
the effect of delaying or preventing a change in control of the Company. The
issuance of additional preferred stock also could decrease the amount of
earnings and assets available for distribution to the holders of common stock.
CONVERSION OF OUTSTANDING CONVERTIBLE SECURITIES; EXERCISE OF
OUTSTANDING OPTIONS AND WARRANTS; ADDITIONAL DILUTION; SHARES AVAILABLE FOR
SALE. On September 20, 1999, we had 61 shares of preferred stock outstanding
that are convertible into an estimated 2,904,762 common shares at an assumed
conversion price of $0.21. Also, on September 20, 1999, there were
outstanding exercisable stock options to purchase an aggregate of 1,206,295
shares of common stock at exercise prices ranging from $1.11 to $3.44 per
share and outstanding and exercisable warrants for the purchase of 5,482,260
shares of common stock at exercise prices ranging from $0.66 to $3.79 per
share. If any of the outstanding preferred shares are converted or the stock
options and warrants are exercised the interests of our existing stockholders
will be substantially diluted.
VARIABILITY OF NUMBER OF COMMON SHARES ISSUABLE UPON CONVERSION OF
PREFERRED SHARES. The number of Common shares that are issuable upon
conversion of the preferred shares depends upon the market price of the
common Share at the time of conversion. If the price of the common shares is
less than our assumed conversion price, we will be required to issue
substantially more than the estimated 2,904,762 shares.
All common shares issuable by us upon conversion of the preferred
shares are registered and included in this prospectus. As a result, all
common shares issued upon conversion will be eligible for sale in the
marketplace without restriction, except to the extent that any of the selling
shareholders are deemed to be "affiliates" of us at the time of sale. We
cannot assure you that the trading price of our common shares will not fall
significantly below the estimated conversion price, or that purchasers in
this offering will not suffer significant additional dilution as a result of
any such decline in the price of the common shares.
LACK OF DIVIDENDS. We have never paid a cash dividend on any class
of our capital stock and do not anticipate paying any dividends in the
foreseeable future. We anticipate that future earnings, if any, will be
retained to finance the development and expansion of our business.
RISKS OF TECHNOLOGICAL CHANGE. The markets for our products and
services are subject to a variety of factors including:
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- rapidly changing technology;
- evolving industry standards;
- emerging competition; and,
- frequent new product and service introductions.
We cannot assure you that we will be able to successfully identify
new product opportunities and develop and bring new products and services to
market in a timely manner. To pursue the necessary technological advance
necessary to continue in our business, we will be required to expend
substantial time and expense, and we cannot assure you that we will succeed
in adapting our businesses to changing technology standards and customer
requirements.
The introduction of new products and services by competitors could
make our existing products and services obsolete and unmarketable. Also, we
cannot assure you that announcements or introductions of new products or
services either by us or our competitors or any change in industry standards
will not cause a decline in existing sales levels of existing products or
services, which could have a material adverse effect on our business,
financial condition and results of operations.
DELISTING OF SECURITIES FROM THE NADAQ STOCK MARKET. Until May 12,
1999, our common stock was quoted on the Nasdaq Stock Market. We were unable
to maintain the minimum bid price of $1.00 per share and our stock was
delisted. Our stock presently trades under the symbol MCTL on the OTC
Bulletin Board. As a result of this delisting, an investor could likely find
it more difficult to either dispose of or to obtain quotations as to, the
price of our common stock.
LIMITATION ON USE OF NET OPERATING LOSS CARRYFORWARDS. We have
substantial net operating loss ("NOL") carryforwards for Federal and state
tax purposes. Because of ownership changes to our company resulting from a
merger in 1997, the use of these NOL carryforwards to offset future taxable
income will be limited. This limitation of the use of our NOL carryforwards
may have a material adverse effect on our results of operations and cash
flow, should we have taxable income in future years.
YEAR 2000 ISSUE. The term "Year 2000 issue" is a general term used
to describe the complications that may be caused by existing computer
hardware and software that were designed without consideration of the
upcoming change in the century. Many computer systems recognize calendar
years by the last two digits in the date code field. Beginning in the year
2000, these date code fields will need to accept four digit entries to
distinguish twenty-first century dates from twentieth century dates. If not
corrected, computer systems may fail or create erroneous results that could
have significant negative operational and financial consequences.
We have adopted a Year 2000 compliance program to minimize
disruptions to our business that could be caused by computer system error or
failure. These computerized systems include information and non-information
technology systems and applications, as well as, financial and operational
reporting systems. There can be no assurances, however, that our compliance
program will be properly and timely completed, and failure to do so could
have a material adverse effect our business operations and financial
condition.
We cannot predict the actual effects of the Year 2000 issue on our
business operations and financial condition. The actual effects may be
impacted by whether significant third parties properly and
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timely address the Year 2000 issue and whether broad-based or systemic
economic failures may occur. We are also unable to predict the severity and
duration of any such failures, which could include:
- disruptions in passenger transportation or transportation
systems generally;
- loss of utility and telecommunications services; and,
- loss or failures in financial transactions or payment
processing systems.
Due to the general uncertainty inherent in the Year 2000 issue and
our dependence on third parties, we are unable to determine at this time
whether the consequences of Year 2000 failures will have a material impact on
us. Our compliance program is expected to significantly reduce the level of
uncertainty about the Year 2000 issue and we believe that the possibility of
significant interruptions of normal operations should be reduced.
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USE OF PROCEEDS
Because the selling shareholders are selling the shares offered
hereby, we will not receive any of the proceeds from any sale of the shares
by the selling shareholders. All proceeds will be for the account of the
selling shareholders. We will receive $1,062,500 if all of the warrants are
exercised. We will use these proceeds, if any, for working capital, business
development and general corporate purposes.
SELLING SECURITY HOLDERS
In June 1998, we sold 50 shares of Series A convertible preferred
stock at $10,000 per share to one institutional investor. On July 8, 1998, we
sold an additional 150 preferred shares at the same per share price to two
other institutional investors. Along with the sale of the preferred shares we
issued a total of one million warrants to purchase one million shares of our
common stock. These warrants were originally exercisable at $1.25 per share
and expire on May 22, 2001. In November 1998, the exercise price of these
warrants was reduced to $.75 per share in exchange for the preferred
shareholders' agreement to a minimum conversion rate of $.50 per share. In
addition, the agent that brokered the transaction, received an additional
250,000 warrants to purchase our common stock at $1.25 per share.
The preferred shares are convertible into our common stock at the
option of the holder at a conversion price per share equal to $10,000 divided
by the lesser of:
- $1.25 or
- One Hundred Percent (100%) of the average of the three lowest
closing bid prices during the forty (40) trading days prior to
the date of conversion.
No more than 20% of the aggregate number of preferred shares originally
purchased and owned by any single entity may be converted in any thirty (30)
day period.
The following table sets forth as of September 24, 1999, information
regarding ownership of our common stock by the selling shareholders. The
shares to be offered by the selling shareholders will be acquired through the
exercise of their warrants to purchase common stock and conversion of their
share of Series A preferred stock into shares of common stock.
<TABLE>
<CAPTION>
SHARES TO
BE OWNED
UPON
TOTAL NUMBER COMPLETION OF
OF SHARES TO OFFERING
BE OFFERED ----------------------
SHARES OWNED FOR SELLING PERCENTAGE
NAME OF SELLING PRIOR TO SHAREHOLDER'S OF
SHAREHOLDER OFFERING(1) (2) ACCOUNT (1) (2) NUMBER CLASS
--------------- --------------- --------------- ------ ----------
<S> <C> <C> <C> <C>
Fortune Fund Limited Seeker III 1,107,143 (3) 1,107,143 0 0
Rana General Holding, Ltd. 1,011,905 (4) 1,011,905 0 0
Resonace Ltd. 1,785,714 (5) 1,785,714 0 0
Pacific Continental Securities Corporation 250,000 (6) 250,000 0 0
</TABLE>
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(1) Includes: (i) 2,904,762 common shares issuable upon conversion of 61
preferred shares; and, (ii) 1,250,000 common shares underlying
warrants. Because the conversion price of the preferred shares at the
time of conversion is related to the market price of the common shares
at the time of issuance and because there may be antidilution
adjustments to the conversion price of the preferred shares or the
exercise price of the warrants, the number of conversion shares and
warrant shares which are subject to this prospectus is indeterminate
and this prospectus relates to the resale of such entire indeterminate
number of shares.
The number of common shares issuable upon conversion of the preferred
shares, and the consequent number of shares available for resale under
this prospectus, is based upon a conversion price per preferred share
equal to $10,000 divided by the lesser of (x) $1.25 and (y) One Hundred
Percent (100%) of the arithmetic average of the three lowest closing
bid prices over the forty (40) trading days prior to the exercise date
of any such conversion. Common shares issuable upon the conversion of
the preferred shares in this prospectus are based on an assumed
conversion price of $0.22 but this prospectus covers the indeterminate
number of common shares issuable upon conversion of the preferred
shares based on the conversion price in effect at the time of
conversion.
(2) Although the selling shareholder table assumes the sale of all shares
by each selling shareholder, the common shares underlying the preferred
shares being registered hereby are subject to a limitation which
provides that no more than 20% of the aggregate number of preferred
shares originally purchased and owned by any single selling shareholder
may be converted in any thirty (30) day period after the ninetieth
(90th) day of issuance.
(3) Includes 250,000 shares issuable upon the exercise of outstanding
warrants.
(4) Includes 250,000 shares issuable upon the exercise of outstanding
warrants.
(5) Includes 500,000 shares issuable upon the exercise of outstanding
warrants.
(6) Represents 250,000 shares issuable upon the exercise of outstanding
warrants.
PLAN OF DISTRIBUTION
The common shares to be acquired by the selling shareholders upon the
conversion of the preferred shares or upon exercise of the warrants may be sold
from time to time by the selling shareholders, subject to a current and
effective prospectus.
The common shares may be sold by the selling shareholders from time
to time in one or more transactions (which may involve block transactions) in
the over-the-counter market, in negotiated transactions, or in a combination of
such methods of sale, at fixed prices, at market prices prevailing at the time
of sale, at prices related to the prevailing market prices or at negotiated
prices.
The shares may be sold by one or more of the following methods: (1) a
block trade in which the broker or dealer so engaged will attempt to sell the
shares as agent but may position and resell a portion of the block as principal
in order to consummate the transaction; (2) a purchase by a broker or dealer as
9
<PAGE>
principal, and the resale by such broker or dealer for its account pursuant
to this Prospectus, including resale to another broker or dealer; or (3)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by a selling
shareholder may arrange for other brokers or dealers to participate. Any such
brokers or dealers will receive commissions or discounts from a selling
shareholder in amounts to be negotiated immediately prior to the sale. Such
brokers or dealers and any other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act. Any
gain realized by such a broker or dealer on the sale of shares which it
purchases as a principal may be deemed to be compensation to the broker or
dealer in addition to any commission paid to the broker by a selling
shareholder.
Some of the shares covered by the Registration Statement may be
sold under Rule 144 instead of by the registration statement. We will not
receive any portion of the proceeds of the shares sold by the selling
shareholders. The selling shareholders are not required to actually sell any
of the shares held by the selling shareholders.
We have informed the selling shareholders that the
anti-manipulation provision of Regulation M promulgated under the Securities
Exchange Act may apply to the sales of shares. We have also advised the
selling shareholders of the requirement for delivery of this prospectus with
any sale of shares offered under this prospectus.
Selling shareholders may from time to time purchase shares of
common stock in the open market. We have informed the selling shareholders
that they should not sell shares under this prospectus unless they have
stopped buying, bidding for or attempting to induce any other person to bid
for or buy common stock in the open market as provided in applicable
securities regulations, including Regulation M.
LEGAL MATTERS
The legality of the shares of common stock offered under this
prospectus will be passed up on by Gallagher, Briody & Butler, Princeton, New
Jersey.
EXPERTS
The consolidated financial statements and schedule of MicroTel
International, Inc. and subsidiaries incorporated by reference in this
prospectus and in the registration statement have been audited by BDO
Seidman, LLP, independent certified public accountants, to the extent and for
the periods set forth in their report incorporated herein by reference and
are incorporated herein in reliance upon such report given upon the authority
of said firm as experts in auditing and accounting.
The consolidated financial statements and schedule of MicroTel
International, Inc. and subsidiaries (formerly known as XCEL Corporation and
subsidiaries) for the year ended September 30, 1996, have been incorporated
by reference herein and in the registration statement in
10
<PAGE>
reliance upon the report of KPMG LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
The consolidated financial statements of XCEL Corporation Ltd., a
subsidiary of the XIT Corporation (formerly known as XCEL Corporation) for
the year ended September 30, 1996, have been incorporated by reference herein
and in the registration statement in reliance upon the report of Hardcastle
Burton, chartered accountants and registered auditors, incorporated by
reference herein, and upon the authority of said firm as experts in
accounting and auditing.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses payable by the Company in connection with the
registration of the Shares is as follows:
<TABLE>
<S> <C>
SEC Registration $ 2,105.92
NASD Fees --
Accounting Fees and Expenses 5,000.00
Legal Fees and Expenses, including
Blue Sky Fees and Expenses 5,000.00
Printing Costs 1,000.00
Miscellaneous Expenses 5,000.00
---------------
TOTAL $ 18,105.92
===============
</TABLE>
ITEM 15 INDEMNIFICATION OF DIRECTORS AND OFFICERS
There are no indemnification provisions for directors, officers or
controlling persons of the Company against liability under the Securities Act.
However, as permitted by Section 145 of the Delaware General Corporation Law
(the "DGCL"), Article XI of the Company's By-laws provides for the
indemnification of officers, directors and certain other persons acting on
behalf of the Company (a) against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person by reason of the fact
that such person was or is an authorized representative of the Company, in
connection with a threatened, pending or completed third-party proceeding,
whether civil or criminal, administrative or investigative, if such individual
acted in good faith and in a manner such person reasonably believed to be in, or
not opposed to, the best interests of the Company, and, if the action was a
criminal proceeding, if such person had no reasonable cause to believe that such
person's conduct was unlawful; and (b) against expenses actually and reasonably
incurred by such person in connection with the defense or settlement of a
threatened, pending or completed corporate proceeding, by reason of the fact
such person was or is an authorized representative of the Company, if such
person acted under the standards set forth in section (a) above and if such
person was not found liable for negligence or misconduct in the performance of a
duty to the Company (or if so found liable, if a proper court found such person
to be fairly and reasonably entitled to indemnification). The Company's By-laws
further provide for mandatory indemnification of authorized representatives of
the Company who have been successful in defense of any third-party or corporate
proceeding or in defense of any claim, issue or matter therein, against expenses
actually and reasonably incurred in connection with such defense.
In addition, Article Fifth of the Company's Certificate of
Incorporation provides that, to the fullest extent permitted by the DGCL, a
director of the Company shall not be liable to the Company or its stockholders
for monetary damages for breach of fiduciary duties. Section 102(b)(7) of the
DGCL allows for the elimination or limiting of the personal liability of a
director for monetary damages for breaches of fiduciary duties as a director
except for situations involving: (i) breach of the duty of loyalty; (ii) bad
faith or misconduct; (iii) unlawful dividends; or (iv) transactions where
directors received an improper personal benefit. As a result of this provision,
the Company and its stockholders may be unable to obtain monetary
12
<PAGE>
damages from a director for breach of his duty of care. Although stockholders
may continue to seek injunctive or other equitable relief for any alleged
breach of fiduciary duty by a director, stockholders may not have any
effective remedy against the challenged conduct if equitable remedies are
unavailable.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted against the
Company by such director, officer or controlling person in connection with the
securities being registered, the Company 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.
13
<PAGE>
ITEM 16 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS
EXHIBIT DESCRIPTION
NUMBER ------------
-------
2. Merger Agreement dated December 31, 1996 between XIT
Corporation, XIT Acquisition, Inc. and MicroTel
International, Inc.(1)
3.1 Certificate of Incorporation of MicroTel
International, Inc. as amended to date.(2)
3.2 Bylaws of MicroTel International, Inc.(3)
3.3 Amended Certificate of Amendment of Certificate of
Incorporation of MicroTel International, Inc.(7)
4.1 Amended Certificate of Designations, Preferences and
Rights of Preferred Stock of MicroTel International
Inc., a Delaware Corporation.(12)
4.2 Warrant to Purchase Common Stock of MicroTel
International, Inc. issued to DDC.(4)
4.3 Form of Warrant to Purchase Common Stock of MicroTel
International, Inc. issued to Yorkton Securities,
Inc.(7)
4.4 Form of Warrant to Purchase Common Stock of MicroTel
International, Inc. issued to entrenet Group,
L.L.C.(7)
4.5 Form of Warrant to Purchase Common Stock of MicroTel
International, Inc. issued to various subscribers.(7)
5.1 Opinion of Gallagher, Briody & Butler.(12)
10.1 1986 Incentive Stock Option Plan.(3)
10.2 Form of Officers Deferred Compensation Agreement by
and between Raymond E. Jacobson and CXR
Corporation.(5)
10.3 Qualified Employee Stock Purchase Plan.(3)
10.4 1993 Incentive Stock Option Plan.(6)
10.5 Stock Purchase Agreement with DDC.(4)
10.6 First Amendment to Stock Purchase Agreement with
DDC.(4)
14
<PAGE>
EXHIBIT DESCRIPTION
NUMBER ------------
-------
10.7 First Amendment to Stock Purchase Agreement with
Daniel Dror and Company.(4)
10.8 Agreement between MicroTel International, Inc. and
Elk International Corporation, Ltd. dated November
15, 1996 (without Exhibits).(8)
10.9 Settlement Agreement between MicroTel International,
Inc. and Daniel Dror dated December 3, 1996 (without
Exhibits).(8)
10.10 Agency Agreement between MicroTel International, Inc.
and Yorkton Securities, Inc.(7)
10.11 Form of Subscription Agreement between MicroTel
International, Inc. and various subscribers.(7)
10.12 Employment Arrangement between Henry Mourad and
Registrant (without Exhibits).(7)
10.13 Employment Arrangement between Barry Reifler and
Registrant (without Exhibits).(7)
10.14 Employment Agreement dated January 1, 1996 between
XIT and Carmine T. Oliva.(8)
10.15 Lease Agreement between XIT Corporation and P&S
Development.(8)
10.16 Lease Agreement between XIT Corporation and Don
Mosco.(8)
10.17 General Partnership Agreement between XIT Corporation
and P&S Development.(8)
10.18 Lease Agreement between XCEL Arnold Circuits, Inc.
and RKR Associates.(8)
10.19 Option Agreement between MicroTel International, Inc.
and Elk International Corporation dated November 15,
1996.(8)
10.20 Amendment to Option Agreement between MicroTel
International, Inc. and Daniel Dror dated November
15, 1996.(8)
10.21 Option Agreement between MicroTel International, Inc.
and Elk International Corporation dated December 3,
1996.(8)
10.22 Warrant to Purchase Common Stock of MicroTel
International, Inc. issued to Elk International
Corporation.(8)
15
<PAGE>
EXHIBIT DESCRIPTION
NUMBER ------------
-------
10.23 Agreement of Settlement and Mutual Release between
MicroTel International, Inc. and Francis John Gorry
dated June 28, 1996.(8)
10.24 Amended Agreement of Settlement and Mutual Release
between MicroTel International, Inc. and Francis John
Gorry dated November 30, 1996.(8)
10.25 Promissory Note between MicroTel International, Inc.
and Jack Talan dated February, 1997.(8)
10.26 Lease Agreement between SCI Limited Partnership-I and
CXR Telcom Corporation, Dated July 28, 1997.(9)
10.27 Share Exchange Agreement among CXR Telcom
Corporation, MicroTel International, Inc. and Eric P.
Bergstrom, Steve T. Robbins and Mike B. Peterson,
Dated October 17, 1997.(10)
10.28 Indemnity Escrow Agreement among CXR Telcom
Corporation, MicroTel International, Inc., Eric P.
Bergstrom, Steve T. Robbins and Mike B. Peterson and
Gallagher, Briody & Butler, Dated October 17, 1997.
(10)
10.29 Form of Contingent Stock Agreement among CXR Telcom
Corporation, MicroTel International, Inc., Critical
Communications Incorporated, Mike B. Peterson, Eric
P. Bergstrom and Steve T. Robbins, Dated October 17,
1997.(10)
10.30 Form of Severance Agreement among CXR Telcom
Corporation, Critical Communications Incorporated,
Mike B. Peterson, Eric P. Bergstrom and Steve T.
Robbins, Dated October 17, 1997.(10)
10.31 Asset Purchase Agreement, among Arnold Circuits, Inc,
BNZ Incorporated, Robert Bertrand, XCEL Arnold
Circuits, Inc., XIT Corporation and Mantalica &
Treadwell (without exhibits), Dated January 9, 1998.
(10)
10.32 Addendum No. 1 to Asset Purchase Agreement, among
Arnold Circuits, Inc, BNZ Incorporated, Robert
Bertrand, XCEL Arnold Circuits, Inc., XIT Corporation
and Mantalica & Treadwell, Dated March 31, 1998.(10)
10.33 Bill of Sale and Assignment and Assumption Agreement
between XCEL Arnold Circuits, Inc.and Arnold
Circuits, Inc., Dated March, 31 1998.(10)
10.34 Warrant to Purchase Common Stock of MicroTel
International, Inc. issued to BNZ Incorporated.(10)
10.35 Guaranty of Robert Bertrand in favor of XCEL Arnold
Circuits, Inc., Dated March 31, 1998.(10)
16
<PAGE>
EXHIBIT DESCRIPTION
NUMBER ------------
-------
10.36 Guaranty of BNZ Incorporated in favor of XCEL Arnold
Circuits, Inc., Dated March 31, 1998.(10)
10.37 Pledge and Escrow Agreement between BNZ Incorporated
and XCEL Arnold Circuits, Inc., Dated March 31, 1998.
(10)
10.38 Promissory Note between Arnold Circuits, Inc. and
XCEL Arnold Circuits, Inc. Dated March 31, 1998.(10)
10.39 Promissory Note between XIT Corporation and Arnold
Circuits, Inc. Dated March 31, 1998.(10)
10.40 Security Agreement between Arnold Circuits, Inc and
XCEL Arnold Circuits, Inc. Dated March 31, 1998.(10)
10.41 Joint Marketing and Supply Agreement between Arnold
Circuits, Inc and XCEL Etch Tek, Dated March 31,
1998.(10)
10.42 Loan and Security Agreement between Congress
Financial Corporation (Western) and MicroTel
International, Inc., XIT Corporation, CXR Telcom
Corporation and HyComp, Inc. dated June 23, 1998.
(11)
10.43 Security Agreement between Congress Financial
Corporation (Western) and XIT Corporation dated June
23, 1998.(11)
10.44 Subscription Agreement for the sale of Series A
Convertible Preferred Stock of MicroTel
International, Inc. to Fortune Fund Limited Seeker
III.(11)
10.45 Subscription Agreement for the sale of Series A
Convertible Preferred Stock of MicroTel
International, Inc. to Rana General Holding, Ltd.
(11)
10.46 Subscription Agreement for the sale of Series A
Convertible Preferred Stock of MicroTel
International, Inc. to Resonace Ltd.(11)
10.47 Form of Warrant to purchase the Common Stock of
MicroTel International, Inc. issued in connection
with the sale of Series A Convertible Preferred
Stock.(11)
10.48 Amended Certificate of Designations, Preferences and
Rights of Preferred Stock of MicroTel International,
Inc. a Delaware Corporation.(11)
10.49 Employment Agreement between MicroTel International,
Inc. and James P. Butler dated May 1, 1998.(11)
17
<PAGE>
EXHIBIT DESCRIPTION
NUMBER ------------
-------
10.50 Asset Purchase Agreement between HyComp, Inc. and
HyComp Acquisition Corp., c/o SatCon Technology
Corporation, dated March 31, 1999.(13)
23.1 Consent of BDO Seidman, LLP.(#)
23.2 Consent of KPMG LLP.(#)
23.3 Consent of Hardcastle Burton.(#)
23.4 Consent of Gallagher, Briody & Butler (included as
part of Exhibit 5.1).
24.1 Power of Attorney (included as part of the original
signature page).
- ----------------------------------
(#) Filed herewith.
(*) Previously filed.
(1) Incorporated by reference to MicroTel International, Inc.
report on Form 8-K filed as Exhibit 1 to Item 2 of the Report
on January 21, 1997 (File No. 1-10346).
(2) Incorporated by reference to MicroTel International, Inc.
annual report on Form 10-K for the year ended December 31,
1995 (File No. 1-10346).
(3) Incorporated by reference to CXR Corporation Registration
Statement on Form S-4 No. 33-30818.
(4) Incorporated by reference to CXR Corporation annual report on
Form 10-K for the year ended June 30, 1994 (File No. 1-10346).
(5) Incorporated by reference to CXR Telecom Corporation annual
report on Form 10-K for the year ended June 30, 1993 (File No.
1-10346).
(6) Incorporated by reference to CXR Corporation Registration
Statement on Form S-8 No. 33-77926.
(7) Incorporated by reference to MicroTel International, Inc.
annual report on Form 10-K for the year ended December 31,
1996 (File No. 1-10346).
(8) Incorporated by reference to MicroTel International, Inc.
annual report on Form 10-K/A for the year ended December 31,
1996 (File No. 1-10346).
(9) Incorporated by reference to MicroTel International, Inc.
Registration Statement on Form S-8 No. 333-29925.
(10) Incorporated by reference to MicroTel International, Inc.
annual report on Form 10-K for the year ended December 31,
1997 (File No. 1-10346).
(11) Incorporated by reference to MicroTel International, Inc.
interim report on Form 10-Q for the six months ended June 30,
1998 (File No. 1-10346).
(12) Incorporated by reference to MicroTel International, Inc.
Registration Statement on Form S-1 No. 333-64695.
(13) Incorporated by reference to MicroTel International, Inc.
interim report on Form 10-Q for the three months ended March
31, 1999 (File No. 1-10346).
18
<PAGE>
ITEM 17 UNDERTAKINGS
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions described above in Item 14,
or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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
Company 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.
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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement; 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, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) The undersigned Registrant hereby undertakes that, for purpose
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
19
<PAGE>
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.
20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Ontario, State of California, on
this 24th day of September, 1999.
MicroTel International Inc.
By: /s/ CARMINE T. OLIVA
-------------------------------
Carmine T. Oliva
Chairman of the Board of Directors,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by or on behalf of the following
persons in the capacities and on the dates indicated.
Each person, in so signing, also makes, constitutes and appoints
Carmine T. Oliva, Chairman and Chief Executive Officer, his true and lawful
attorney-in-fact, in his name, place and stead to execute and cause to be
filed with the Securities and Exchange Commission any or all amendments to
this Registration Statement, with all exhibits and any and all documents
required to be filed with respect thereto, and to do and perform each and
every act and thing necessary to effectuate the same.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
<S> <C> <C>
/s/ Carmine T. Oliva Chairman of the Board of Directors, September 24, 1999
- ------------------------------ President, Chief Executive Officer
Carmine T. Oliva (Principal Executive Officer)
/s/ Laurence P. Finnegan, Jr. Director September 24_, 1999
- ------------------------------
Laurence P. Finnegan, Jr.
/s/ Robert B. Runyon Director September 24, 1999
- ------------------------------
Robert B. Runyon
/s/ James P. Butler Chief Financial Officer September 24, 1999
- ------------------------------ (Principal Accounting and
James P. Butler Financial Officer)
</TABLE>
21
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
MicroTel International, Inc.
Ontario, California
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated
February 19, 1999, except as to the penultimate paragraph of Note 14 and the
second paragraph of Note 16 which are as of March 1, 1999, relating to the
consolidated financial statements and financial statement schedule of
MicroTel International, Inc. appearing in the Company's Annual Report on Form
10-K for the year ended December 31, 1998.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
BDO SEIDMAN, LLP
Orange County, California
September 24, 1999
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
MicroTel International, Inc.:
We consent to the use of our report dated December 13, 1996 on the
consolidated statements of operations and comprehensive income, stockholders'
equity, and cash flows, for the year ended September 30, 1996, and the
related financial schedule, incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
KPMG LLP
Orange County, California
September 24, 1999
<PAGE>
Exhibit 23.3
[LETTERHEAD]
BY FAX
J. P. Butler Esq.
Microtel International Inc
4290 E Brickell Street
Ontario CA 91761-1511
24 September 1999
Dear Sir:
RE: XCEL CORPORATION LIMITED
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement filed with the United States
Securities and Exchange Commission on Form S-3 of our audit report for the year
ended September 30, 1996 and to the reference to us under the caption "Experts"
in the Prospectus.
Yours faithfully
HARDCASTLE BURTON
/s/ Hardcastle Burton
