<PAGE>
As filed with the Securities and Exchange Commission on April 6, 2000
Registration No. 333-64695
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
-------------------------
POST EFFECTIVE AMENDMENT NO. 2 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 of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Identification
Code Number) Number)
9485 HAVEN AVENUE, SUITE 100
RANCHO CUCAMONGA, CALIFORNIA 91730
(909) 297-2699
(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.
9485 HAVEN AVENUE, SUITE 100
RANCHO CUCAMONGA, CALIFORNIA 91730
(909) 297-2699
(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. [ ]
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 April 6, 2000
PROSPECTUS
4,256,535 SHARES OF COMMON STOCK OF
MICROTEL INTERNATIONAL, INC.
This prospectus is being used in connection with the sale by certain of
our stockholders of 4,256,535 shares of common stock which include (1) 3,006,535
shares of common stock to be issued by us when the holders of 59.5 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 stockholders 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 stockholders 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 March 31, 2000, the closing bid price for the Common shares
was $1.125 per share and the closing asked price was $1.15625 per share.
--------------------
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" AT PAGES 6 TO 10.
-----------------
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 April 6, 2000
<PAGE>
TABLE OF CONTENTS
Where You Can Find More Information 3
Incorporation by Reference 4
Note Concerning Forward Looking Statements 5
About MicroTel International 5
Risk Factors 6
Use of Proceeds 11
Selling Security Holders 12
Plan of Distribution 14
Legal Matters 15
Experts 15
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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 the resale of 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 450 Fifth Street, N. W., Washington DC or in
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, free of charge, from the SEC's website
at http://www.sec.gov.
3
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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) prior to the termination of this offering we will make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934:
o Our Annual Report on Form 10-K for the year ended December 31,
1999, filed on March 31, 2000;
o Our Quarterly Report on Form 10-Q for the quarter ended March
31, 1999, filed on May 17, 1999;
o Our Quarterly Report on Form 10-Q for the quarter ended June
30, 1999, filed on August 16, 1999;
o Our Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999, filed on November 15, 1999;
o Our Current Report on Form 8-K dated May 13, 1999, filed on
May 19, 1999;
o Our Current Report on Form 8-K dated April 19, 1999, filed on
April 30, 1999;
o Our Current Report on Form 8-K dated January 31, 1999 filed on
February 11, 1999;
o Our definitive Proxy Statement for our 1999 Annual Meeting of
Stockholders dated April 30, 1999, filed on May 4, 1999;
o The description of our common stock contained in our
Registration Statement on Form S-1 filed on September309,
1998, including all 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 our Chief Financial Officer at the following address:
Randolph D. Foote
Chief Financial Officer
MicroTel International, Inc.
9485 Haven Avenue, Suite 100
Rancho Cucamonga, CA 91730
Telephone (909) 297-2653
4
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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:
o General economic conditions;
o Changes in laws and government regulations;
o Fluctuations in demand for our products;
o Our ability to consummate strategic acquisitions and
successfully finance and integrate any such acquisitions;
o Our ability to consummate planned disposal of existing
loss-producing operations;
o Our ability to finance our current ongoing operations, and
o 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 or the date of the document that we incorporate by reference. We will
not revise the forward-looking statements in this prospectus, or in any document
that we incorporate by reference, 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 6. 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
and printed circuits for the international telecommunications, medical,
industrial, and military/aerospace markets. Our company is organized into three
product line segments - Instrumentation and Test Equipment, Components and
Subsystem Assemblies and Circuits.
Our principal executive offices are located at 9485 Haven Avenue, Suite
100, Rancho Cucamonga, California, 91730 and our telephone number is (909)
297-2699.
5
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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.
LIQUIDITY AND CAPITAL REQUIREMENTS; NEED FOR ADDITIONAL FINANCING;
GOING CONCERN UNCERTAINTY. For the year ended December 31, 1999 our cash flow
from operations was mainly used to pay down debt. For the year ended December
31, 1998 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 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.
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.
The consolidated financial statements incorporated by reference in this
Prospectus have been prepared assuming the Company will continue as a going
concern. During the years ended December 31, 1999, 1998 and 1997, the Company
experienced significant operating losses. Additionally, the Company is in
default of the Domestic Credit Facility agreement as the company is not in
compliance with an adjusted net worth covenant contained therein. These factors
raise substantial doubt about the Company's ability to continue as a going
concern and led the Company's independent certified public accountants to modify
their unqualified opinion to include an explanatory paragraph related to the
Company's ability to continue as a going concern. The consolidated financial
statements incorporated by reference in this Prospectus do not include any
adjustments that might result from the outcome of this uncertainty. The
Company's foreign subsidiaries in the United Kingdom, France and Japan have
separate borrowing agreements. Although management has been successful in
obtaining working capital to fund operations to date, there can be no assurance
that the Company will be able to generate additional capital in the future.
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.
6
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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 $4,596,000
for the year ended December 31, 1999 and $1,185,000 for the year ended December
31, 1998. At December 31, 1999 we had an accumulated deficit of $19,759,000. 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 we have taken recent actions to reduce costs, improve
efficiency and increase sales, we cannot assure you that we will become
profitable.
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
segment 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. A significant portion of these consolidations and
restructurings are completed. However, 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
o technological change;
o introduction of new products;
o shortened product life cycles;
o competitive conditions; or,
o general economic conditions.
7
<PAGE>
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 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:
o diversion of our management's attention;
o the assimilation of the operations and personnel of the
acquired companies;
o amortization of acquired intangible assets; and
o 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 number 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:
8
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o any patents will be issued from our applications;
o if patents are issued, that the scope of claims granted will
be broad enough to protect our technology;
o any patents that may be issued to us will not be challenged,
consolidated or circumvented; or,
o any rights granted under those patents will provide us with a
competitive advantage or meaningful proprietary protection.
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.
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 March 31, 2000, we had 59.5 shares of preferred stock outstanding that
are convertible into 3,006,535 common shares at an assumed conversion 50,530
common shares per preferred share. Also, on March 31, 2000, there were
outstanding exercisable stock options to purchase an aggregate of 1,365,000
shares of common stock at exercise prices ranging from $0.20 to $3.44 per share
and outstanding and exercisable warrants for the purchase of 5,232,260 shares of
common stock at exercise prices ranging from $0.25 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.
NUMBER OF COMMON SHARES ISSUABLE UPON CONVERSION OF PREFERRED SHARES.
In Amendment No. 1 that we filed on September 24, 1999 on Form S-3, we reported
that the number of common shares that were issuable upon conversion of the
preferred shares depends upon the market price of the common share at the time
of conversion. The conversion ratio has been modified on the remaining
unconverted preferred shares since such report so that each preferred share is
convertible into 50,350 shares of common stock.
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 stockholders
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.
9
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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:
o rapidly changing technology;
o evolving industry standards;
o emerging competition; and,
o 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.
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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 $562,500 if all of the 1,250,000 warrants are
exercised. We will use these proceeds, if any, for working capital, business
development and general corporate purposes.
11
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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 expired
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 August 1999, the agreement previously reached with the holders of
the preferred shares which limited the conversion rate of such stock to $.50 per
common share so long as the Company's common stock continued to be listed on
Nasdaq was terminated as a result of the delisting. The conversion rate for the
preferred shares reverted to the terms of the original subscription agreement
which provided that conversion would occur at the lower of $1.25 per common
share or the arithmetic average of the three lowest closing bid prices during
the forty (40) days immediately prior to conversion.
No more than 20% of the aggregate number of preferred shares originally
purchased and owned by any single entity were convertible in any thirty (30) day
period. In addition, the agent that brokered the transaction, received an
additional 250,000 warrants to purchase our common stock at $1.25 per share.
On December 23, 1999, Resonance Ltd. and Rana General Holding Ltd. sold
all their preferred shares and the prorated portion of warrants applicable to
the unconverted preferred shares. The purchasers of such shares and prorated
stock warrants were Orbit II Partners, L. P., a limited partnership formed under
the laws of Delaware, Samuel J. Oliva, Samuel G. Oliva and Carmine T. Oliva.
Carmine T. Oliva is the Company's President and Chairman of the Board. Samuel J.
Oliva and Samuel G. Oliva are relatives of Carmine T. Oliva. The conversion
ratio of the preferred shares sold and outstanding was changed to a fixed factor
whereby one share of preferred is convertible into 50,530 shares of common
stock. Also, all the warrants issued in conjunction with the preferred stock
(except those issued to the broker) were amended to reduce the exercise price to
$0.25 per share and to extend the expiration date to December 22, 2002. These
conversion and exercise terms were also applied to the remaining preferred stock
and warrants applicable to the preferred stock that were not part of this
exchange.
The following table sets forth as of March 31, 2000, information
regarding ownership of our common stock by the selling stockholders. The shares
to be offered by the selling stockholders will be acquired through the exercise
of their warrants to purchase common stock and conversion of their shares of
Series A preferred stock into shares of common stock.
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<TABLE>
<CAPTION>
SHARES TO
BE OWNED
TOTAL NUMBER UPON
OF SHARES TO COMPLETION OF
BE OFFERED OFFERING
SHARES OWNED FOR SELLING PERCENTAGE
NAME OF SELLING PRIOR TO STOCKHOLDER'S (2) OF
SHAREHOLDER OFFERING(1) (2) ACCOUNT (1) (2) NUMBER CLASS
----------- --------------- --------------- ------ -----
<S> <C> <C> <C> <C>
Fortune Fund Limited Seeker III 1,260,600 (3) 1,260,600 0 0
Rana General Holding, Ltd. 187,500 (4) 187,500 0 0
Resonance Ltd. 365,000 (5) 365,000 0 0
Pacific Continental Securities Corporation 250,000 (6) 250,000 0 0
Orbit II Partners, L. P. 2,821,485 (7) 1,915,785 905,700 5.0
Samuel J. Oliva 706,497 (8) 111,060 595,437 3.3
Samuel G. Oliva 147,347 (9) 111,060 36,287 0
Carmine T. Oliva 1,918,952 (10) 55,530 1,863,422 9.9
</TABLE>
(1) Includes: (i) 3,006,535 common shares issuable upon conversion of 59.5
preferred shares; and, (ii) 1,250,000 common shares underlying
warrants.
(2) The selling stockholder table assumes the sale of all shares offered by
this prospectus by each selling stockholder.
(3) Includes 250,000 shares issuable upon the exercise of outstanding
warrants and 1,010,600 shares issuable upon conversion of Series A
Preferred Stock
(4) Represents 187,500 shares issuable upon the exercise of outstanding
warrants.
(5) Represents 365,000 shares issuable upon the exercise of outstanding
warrants.
(6) Represents 250,000 shares issuable upon the exercise of outstanding
warrants.
(7) Includes 172,500 shares issuable upon exercise of outstanding warrants,
1,743,285 shares issuable upon conversion of Series A Preferred Stock
and 150,000 shares issuable upon the exercise of warrants owned by
OTAF, LLC, a New York limited liability Company, of which three
administrative members are also general partners of Orbit II Partners
L. P.
(8) Includes 116,155 shares issuable upon exercise of outstanding warrants.
(9) Includes 46,287 shares issuable upon exercise of outstanding warrants
and stock options.
13
<PAGE>
(10) Includes 765,749 shares issuable upon exercise of outstanding warrants
and stock options.
Carmine T. Oliva is the President and Chairman of the Board of the Company.
Samuel J. Oliva is the brother and Samuel G. Oliva is the son of Carmine T.
Oliva.
PLAN OF DISTRIBUTION
The common shares to be acquired by the selling stockholders upon the
conversion of the preferred shares or upon exercise of the warrants may be sold
from time to time by the selling stockholders, subject to a current and
effective prospectus.
The common shares may be sold by the selling stockholders 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
principal, and the resale by such broker or dealer for its account pursuant to
this prospectus, including resale to another broker or dealer; (3) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
(4) on any national securities exchange or quotation service on which the common
stock may be listed or quoted at the time of sale; (5) in the over-the-counter
market; (6) in privately negotiated transactions; (7) through options; (8) by
pledge to secure debts and other obligations; (9) to cover short sales; or (10)
by a combination of the above methods. In effecting sales, brokers or dealers
engaged by a selling stockholder may arrange for other brokers or dealers to
participate. Any such brokers or dealers will receive commissions or discounts
from a selling stockholder 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
stockholder. The selling stockholders may enter into hedging transactions with
broker-dealers, and in connection with those transactions, broker-dealers may
engage in short sales of the shares. The selling stockholders also may enter
into option or other transactions with broker-dealers that require the delivery
to the broker-dealer of the shares, which the broker-dealer may resell pursuant
to this prospectus. The selling stockholders also may pledge the shares to a
third party, and upon default, the third party may effect sales of the pledged
shares pursuant to the prospectus.
The selling shareholders may also transfer, devise or gift their
shares by other means not described in this prospectus. As a result, pledges,
donees, transferees or other successors in interest that receive such shares as
a gift, partnership distribution or other non-sale related transfer may offer
shares of common stock.
14
<PAGE>
Some of the shares covered by this prospectus may be sold under Rule
144 instead of pursuant to the prospectus. We will not receive any portion of
the proceeds of the shares sold by the selling stockholders. The selling
shareholders are not required to actually sell any of the shares held by the
selling stockholders.
We have informed the selling stockholders 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 validity of the shares of common stock offered under this
prospectus and certain other legal matters will be passed upon 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 (which contains an explanatory paragraph regarding the
company's ability to continue as a going concern) 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.
15
<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:
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
===============
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
II-1
<PAGE>
directors received an improper personal benefit. As a result of this provision,
the Company and its stockholders may be unable to obtain monetary 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.
II-2
<PAGE>
ITEM 16 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
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 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)
4.6 Amended and Restated Certificate of Designations, Preferences
and Rights of Preferred Stock of MicroTel International,
Inc.(11)
4.7 Second Amended and Restated Certificate of Designations,
Preferences and Rights of Preferred Stock of MicroTel
International, Inc.(15)
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)
II-3
<PAGE>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
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)
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)
II-4
<PAGE>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
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)
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)
II-5
<PAGE>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
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)
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)
II-6
<PAGE>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
10.45 Subscription agreement for the sale of Series A Convertible
Preferred Stock of Microtel International, Inc. to Rana
general Holding, Ltd.
10.46 Subscription Agreement for the sale of Series A Convertible
Preferred Stock of MicroTel International, Inc. to Resonance
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)
10.50 Lease agreement between MicroTel International Inc. and
Property Reserve Inc. dated September 16, 1999. (14)
10.51 Lease agreement between XIT, Inc. and Ranch Cucamonga
Development Company dated August 30, 1999. (14)
10.52 Asset Purchase Agreement between HyComp, Inc. and HyComp
Acquisition Corp., c/o SatCon Technology Corporation, dated
March 31, 1999. (13)
23.1 Consent of Independent Certified Public Accountants (#)
23.2 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.
II-7
<PAGE>
(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).
(14) Incorporated by reference to MicroTel International Inc.
interim report on Form 10-Q for the nine months ended
September 30, 1999. (File No. 1-10346)
(15) Incorporated by reference to MicroTel International, Inc.
annual report on Form 10-K for the year ended December 31,
1999 (File No. 1-10346).
II-8
<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 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.
II-9
<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 Rancho Cucamonga, State of California, on this 6th
day of April, 2000.
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, April 6, 2000
- ----------------------------- President, Chief Executive Officer
Carmine T. Oliva (Principal Executive Officer)
/s/ Laurence P. Finnegan, Jr. Director April 6, 2000
- -----------------------------
Laurence P. Finnegan, Jr.
/s/ Robert B. Runyon Director April 6, 2000
- -----------------------------
Robert B. Runyon
/s/ Randolph D. Foote Chief Financial Officer April 6, 2000
- ----------------------------- (Principal Accounting and
Randolph D. Foote Financial Officer)
</TABLE>
II-10
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
MicroTel International, Inc.
Rancho Cucamonga, California
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated March 3,
2000, 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, 1999. Our report contains an
explanatory paragraph regarding the Company's ability to continue as a going
concern.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/S/ BDO SEIDMAN, LLP
Orange County, California
April 5, 2000
