As filed with the Securities and Exchange Commission on September 4, 1997
Registration No. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BCAM INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
New York 13-3228375
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1800 Walt Whitman Road
Melville, New York 11747
(516) 752-3550
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
Michael Strauss
President
BCAM International, Inc.
1800 Walt Whitman Road
Melville, New York 11747
(516) 752-3550
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Norman M. Friedland, Esq.
Ruskin, Moscou, Evans & Faltischek, P.C.
170 Old Country Road
Mineola, New York 11501
(516) 663-6500
(516) 663-6642 (Facsimile)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, 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, 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>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Amount to be Offering Price Aggregate
Title of Securities to be Registered Registered Per Share Offering Price Amount of Registration Fee
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<S> <C> <C> <C> <C>
Common Stock Issuable Upon Exercise of 1,075,000 $.65 $698,750 $211.74
Non-Redeemable Class AA Warrants
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Common Stock Issuable Upon Exercise of 150,000 $1.03125 $154,688 $46.88
Non-Redeemable Class BB Warrants
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Common Stock Issuable in Connection with 1,075,000 $1.00 $1,075,000 $325.76
January 15, 1997 Private Placement
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Common Stock Issuable in Connection with BCA 6,000,000 $.25(a) $1,500,000 $454.55
Services Convertible Preferred Stock
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Total $1,038.93
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</TABLE>
(a) Assumes conversion of BCA Services, Inc. preferred stock to Common Stock of
the Company at a conversion price of $.25 per share based on a formula
which divides the dollar amount to be converted by a conversion price equal
to 70% of the average closing bid price of BCAM common stock over the three
day trading period ending on the day preceding the conversion date. The
conversion price in no event can exceed $.9375 (average closing price for
three days prior to closing) (the "Maximum Price"). The number of common
shares issued can range from a minimum of 1,600,000 shares (based on the
Maximum Price) to 6,000,000 shares based on a conversion price of $.25 per
share (which is the product of $.357 and 70%). Should the conversion price
fall below $.25 per share, the company would be required to register more
shares per the terms of the Private Placement Offering underlying this
transaction.
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 this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
BCAM INTERNATIONAL, INC.
CROSS-REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF
INFORMATION REQUIRED BY ITEMS IN PART I OF FORM S-3
Item Location in Prospectus
1. Forepart of Registration Statement and
Outside Front Cover Pages of Prospectus... Outside front cover page
2. Inside Front and Outside Back
Cover Pages of Prospectus................. Inside front and outside back
cover pages
3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges........ The Company; Risk Factors
4. Use of Proceeds........................... Use of Proceeds
5. Determination of Offering Price........... Outside front cover page
6. Dilution.................................. Dilution
7. Selling Security Holder................... Selling Shareholders
8. Plan of Distribution...................... Plan of Distribution
9. Description of Securities to be
Registered................................ Not Applicable
10. Interests of Named Experts and Counsel.... Experts; Legal Matters
11. Material Changes.......................... Not Applicable
12. Incorporation of Certain Information
by Reference.............................. Documents Incorporated
by Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities............................... Not Applicable
<PAGE>
PRELIMINARY PROSPECTUS DATED SEPTEMBER 4, 1997, SUBJECT TO COMPLETION
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
PROSPECTUS
BCAM INTERNATIONAL, INC.
1,075,000 Shares of Common Stock Issuable
Upon Exercise of Non-Redeemable Class AA Warrants
150,000 Shares of Common Stock Issuable
Upon Exercise of Non-Redeemable Class BB Warrants
1,075,000 Shares of Common Stock Issued in
Connection With January 15, 1997 Private Placement
6,000,000 Shares of Common Stock Issuable in
Connection with BCA Services Convertible Preferred Stock
This prospectus relates to the offering of a maximum aggregate of 8,300,000
shares of Common Stock of BCAM International, Inc. (the "Company"). Of the
8,300,000 shares, 1,075,000 shares are being sold by the selling shareholders
(the "Selling Shareholders"); 1,075,000 shares are issuable upon the exercise of
Non-Redeemable Class AA warrants which were issued in 1997 as part of a private
placement offering; 150,000 shares are issuable upon exercise of Non-Redeemable
Class BB warrants, as part of a private placement offering which commenced July
22,1997; and the remaining 6,000,000 shares are issuable upon conversion of
Preferred Stock in BCA Services, Inc. (a subsidiary of BCAM International,
Inc.), which were issued in connection with a private placement offering dated
July 22, 1997.
The Company is registering the 6,000,000 shares of Common Stock issuable in
connection with the conversion of BCA Services, Inc. preferred stock and the
150,000 shares of Common Stock issuable upon exercise of the Non-redeemable
Class BB Warrants at its expense pursuant to the terms of a registration rights
agreement, dated July 22, 1997 by and among the Company, Corporate Capital
Management and the subscribers to a certain Regulation D Securities Subscription
Agreement between the Company and the subscribers.
The Company is registering the 1,075,000 shares of Common Stock issued to
the Selling Shareholders and the 1,075,000 shares of Common Stock issuable upon
exercise of the Non-Redeemable Class AA Warrants at its expense pursuant to the
terms of a January 15, 1997 private placement offering.
The Company is not aware of any underwriting arrangements with respect to
the sale of the securities to which this Prospectus relates. The Common Stock is
traded from time to time on the Boston Stock Exchange and on the NASDAQ Small
Cap Market at prices then prevailing.
The Company will not receive proceeds from the sale of these shares but
will receive proceeds from the exercise of the Warrants described (see "Use of
Proceeds").
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The shares offered hereby involve a high degree of risk.
See "Risk Factors" beginning on Page 5.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE 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 _________, 1997
No dealer, sales representative or other person has been authorized to give
any information or to make any representation in connection with this offering
other than those contained in this Prospectus, and if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy the shares of Common Stock offered hereby by
anyone in any jurisdiction in which such an offer or solicitation is not
authorized, or in which the persons making such an offer or solicitation is not
qualified to do so, or to any person to whom it is unlawful to make such an
offer or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that the
information contained herein is correct as of any date subsequent to its date.
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed by the Company with the Securities
and Exchange Commission are hereby incorporated by reference in this
Registration Statement:
(1) The Company's Annual Report on Form 10-KSB and Form 10-KSB/A for the
year ended December 31, 1996;
(2) The Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1997;
(3) The description of the Company's Common Stock and Warrants contained
in the Company's Post-Effective Amendment No. 13 to the Registration
Statement on Form SB-2, as filed with the Commission on September 4,
1997.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which removes from
registration all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
The Company undertakes to provide without charge to each person to whom a
Prospectus is delivered, upon oral or written request of such person, a copy of
any document that has been incorporated in this Prospectus by reference.
Requests for such documents should be directed to the Company at its offices
located at 1800 Walt Whitman Road, Melville, New York 11747 (Telephone Number
(516) 752-3550), Attention: Secretary.
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<PAGE>
THE COMPANY
BCAM International, Inc. (the "Company") is a software technology company,
specializing in providing ergonomic solutions (human factors engineering ) to
individuals, major corporations and government agencies, including the National
Aeronautics Space Administration ("NASA"). The Company's revenues are currently
derived primarily from consulting services. The Company's focus is on broadening
and strengthening the development and accelerating the commercialization of the
Company's Intelligent Surface Technology ("IST"), continuing the development of
proprietary software, which consists of the intelligent part of IST, MQPro(TM)
(formerly Mannequin(R)), and the EARLY(R) process, building its ergonomic
consulting services, which consists of Ergonomic Product Assessment and
Redesign, and Ergonomic Workplace Assessment, and emphasizing a strategy of
broadening and strengthening business relationships including joint ventures
with major corporations, partnerships, licensees and other alliances.
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THE OFFERING
Common Stock Offered ....................... 1,075,000 Shares of Common Stock
issuable upon exercise of
Non-Redeemable Class AA Warrants;
150,000 Shares of Common Stock
issuable upon Exercise of
Non-Redeemable Class BB Warrants;
1,075,000 Shares of Common Stock
issued in connection with January
15, 1997 Private Placement;
6,000,000 Shares of Common Stock
issued in connection with BCA
Services Convertible Preferred
Stock
Common Stock Outstanding Before Offering ... 15,954,733 Shares (1)
Common Stock Outstanding After This
Offering. 23,179,733 Shares (1)
Use of Proceeds ............................ Proceeds from the exercise of the
warrants will be used by the
Company for general working
capital purposes. All of the
proceeds from the sale of the
shares offered hereby will be
received by the Selling
Shareholders.
NASDAQ Symbols
Common Stock ......................... BCAM
Redeemable Class B Warrants .......... BCAML
Redeemable Class E Warrants .......... BCAMZ
Boston Stock Exchange Symbol ............... BAM
(1) Does not include (i) shares of Common Stock issuable under options to
acquire an aggregate of 432,000 shares (net of cancellations and exercises),
issued under the Company's 1989 Stock Option Plan, as amended (the "1989 Plan");
(ii) shares of Common Stock issuable upon the exercise of options granted to
non-management directors under the Company's 1989 Non-Statutory Stock Option
Plan (the "Non-Statutory Plan"), under which options to acquire an aggregate of
100,000 shares (net of cancellations and exercises) have been granted; (iii)
2,000,000 shares of Common Stock reserved for issuance under the Company's 1995
Stock Option Plan (the "1995 Plan"), under which options to acquire an aggregate
of 1,760,500 shares (net of cancellations and exercises) have been granted; (iv)
2,200,000 shares that have been granted to Directors and Officers, as part of a
proposed 1997 Stock Option Plan, subject to shareholder approval; (v) 969,191
shares of Common Stock issuable upon exercise of Redeemable Class B Warrants;
(vi) 540,747 shares of Common Stock issuable upon exercise of Redeemable Class E
Warrants; and (vii) 875,000 shares of Common Stock issuable upon the exercise of
875,000 stock options by consultants and a former joint venture partner.
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<PAGE>
RISK FACTORS
The securities offered hereby are speculative in nature, involve a high
degree of risk, and should only be made by investors who can afford the loss of
their entire investment. Each prospective investor should carefully consider the
following risks, as well as others described elsewhere in this Prospectus,
before purchasing the securities offered hereby. This Prospectus contains
forward-looking statements, which involve risks and uncertainties. When used
herein, the words "anticipate," "believe," "estimate," and "expect" and similar
expressions as they relate to the Company or its management are intended to
identify such forward-looking statements. The Company's actual results,
performance or achievements could differ materially from the results expected
in, or implied by, these forward-looking statements. Factors that could cause or
contribute to such differences include those discussed in the following risk
factors.
OPERATING HISTORY; OPERATING LOSSES. The Company is a software technology
company specializing in ergonomic solutions for individuals, government and
major corporations, and has incurred operating losses since its inception. The
Company reported a net loss of $908,678 for the six-month period ended June 30,
1997, and net losses of $1,514,140 and $1,689,480 for the fiscal years ended
December 31, 1996 and 1995, respectively. Since inception, the Company has
accumulated deficits. As of June 30, 1997, the accumulated deficit was
$14,109,968. The Company's operations are subject to numerous risks associated
with the establishment and development of a business and the commercialization
of new technologies. The Company expects to continue to incur operating losses
until the completion of the development and commercialization of its
technologies. The Company is aggressively pursuing (1) its consulting business
by strengthening its sales and marketing activities and (2) its HumanCAD(R)
Division through the sales of its MQPro(TM) (formerly Mannequin(R)) software and
development of other related ergonomic software products. In addition, as part
of the Company's strategy to diversify by acquisition, as well as through the
internal development of its own products, the Company intends to acquire all of
the capital stock of Drew Shoe Corporation ("Drew"), a designer, manufacturer,
marketer and distributor of proprietary brand medical footwear located in
Lancaster, Ohio. There can be no assurance that the Company will achieve or
sustain profitable operations through the Drew acquisition or through broadening
and strengthening development and commercialization of its technologies or
through growth of its consulting business, and software division.
DISCRETION IN USE OF PROCEEDS DESIGNATED FOR WORKING CAPITAL. The Company
will have broad discretion with respect to the application of the proceeds.
While such funds are to be applied for working capital and general purposes in
furtherance of the Company's business, investors will be reliant on management
as to the specific applications of the proceeds.
NO ESTABLISHED MARKETS. Although the Company believes it has the right
products and services for the market place, there can be no assurance that the
Company's potential clients will find the Company's services or products of the
type provided or proposed by the Company to be desirable or of economic value.
RISKS OF EXPANSION. The Company has incurred and continues to incur
significant expenses to attract and retain qualified management personnel,
engineers, scientists, and ergonomists, for marketing and sales, and development
activities. The Company's expenses may exceed its revenues until such time as
the volume and profitability of its business increase to the extent necessary to
offset these expenses.
DEPENDENCE ON MAJOR CUSTOMERS. During the fiscal year ended December 31,
1996, L.A. Rumbold Ltd., The Long Island Lighting Company ("LILCO") and Stanley
Tools, Inc. accounted for 38%, 18% and 18%, respectively, and 74%, in the
aggregate of the Company's net revenue. No assurance can be given that the
Company will continue to be retained by any of its major clients beyond the
current projects or that such clients will retain the Company for any future
services. During the fiscal year ended December 31, 1995, BE Aerospace, Inc.,
Remington Arms Company, Inc. and Reebok International, Ltd. ("Reebok") accounted
for 29%, 12% and 11% respectively, and 52%, in the aggregate, of the Company's
net revenues.
EFFECT OF STATE OF ECONOMY. The market for the Company's services may be
adversely affected by a recession or other economic downturn. During an economic
recession, such services may be considered discretionary and delays in
commencing ergonomic programs are possible. These factors are not within the
control of the Company.
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<PAGE>
GROWTH LIMITATIONS INHERENT IN SERVICE PORTION OF BUSINESS. The specialized
ergonomic consulting services and software products typically provided by the
Company require significant time and attention of the Company's technical
personnel. Accordingly, the Company's ability to deliver such specialized
services is limited by the relatively few qualified personnel employed by the
Company, at any given time, to perform these services.
FIXED PRICE CONTRACTS. The ergonomic consulting services provided by the
Company are often offered to clients on a fixed price basis. In setting its
price for services, the Company seeks to estimate the technical staff's hours
that will be required to provide the services. To the extent that the Company
underestimates the total hours that will be required to satisfy the contract,
the Company could realize a loss on any particular contract or contracts.
LIMITED RIGHTS TO CERTAIN PRODUCTS. In certain cases, the Company may
develop products for its clients in response to a specific request of such
client. In such cases, the client may fund all or a significant portion of the
Company's development costs. Although the Company believes that it owns the
rights to develop any products derived from work performed, including certain
products under development by the Company, no assurance can be given that any
client which has retained the Company will not in the future assert the right to
restrict the Company's activities with respect to any technology developed or
claim rights to products sought to be commercialized by the Company.
LACK OF PATENT PROTECTION; RELIANCE ON TRADE SECRET AND COPYRIGHT
PROTECTION. The Company has obtained seven issued patents (six U.S. and one
European) and received a Notice of Allowance on one patent from the patent
office related to Intelligent Surface Technology. There can be no assurance that
its technologies are entitled to patent protection or that the claims in the
pending patent applications (currently four) will be issued as patents, that any
issued patents will provide the Company with significant competitive advantages,
or that challenges will not be instituted against the validity or enforceability
of any patents owned by the Company or, if instituted, that such challenges will
not be successful. The cost of litigation to uphold the validity of a patent and
prevent infringement can be substantial even if the Company prevails.
Furthermore, there can be no assurance that others will not independently
develop similar technologies, duplicate the Company's technology or design
around the patented aspects of the Company's technology or that the Company will
not infringe on patents or other rights owned by third parties.
The Company protects its proprietary written material, know-how, computer
software and technology which it has or may develop, through the use of
copyrights, common-law trade secret protection, trademarks and service marks,
and contractual arrangements. These laws provide only limited protection,
however, since they do not protect the "ideas" or "concepts" reflected in such
materials or software, but only protect the expression of the "ideas" or
"concepts" contained therein. While the Company enters into confidentiality
arrangements with its employees, consultants and customers, and implements
various measures to maintain "trade secret" protection for its products in an
attempt to maintain the proprietary nature of its products, there can be no
assurance that these measures will be successful. Accordingly, there is no
assurance that competitors may not develop products, materials or software which
perform similar or identical functions as the Company's products or proprietary
software without infringing upon the Company's copyrights or violating trade
secret laws. The legal and factual issues arising in copyright or trade secret
litigation are often both complex and unclear and any attempt to enforce the
Company's rights thereunder will face both the high cost of litigation and the
uncertainty of the result.
GOVERNMENT REGULATION. The Company does not believe that its present and
currently proposed activities are generally subject to any material government
regulation in the United States or other countries. It is possible that certain
products developed by the Company in the future as an adjunct to its principal
ergonomics business, might be deemed under new legislation or regulations to be
"medical devices" or otherwise be subject to the jurisdiction of the Federal
Food and Drug Administration or similar agencies. In the event that any product
is subject to such governmental regulation, the Company will be required to
obtain any necessary approvals, which could delay or, in certain circumstances,
even prevent the introduction to the marketplace of such product and result in
significant expense.
RETENTION OF KEY PERSONNEL; LIMITED EXPERIENCE WITH COMPANY. The company is
dependent upon the services of Michael Strauss, the President and Chief
Operating Officer, the Chairman of the Board of Directors and Chief Executive
6
<PAGE>
Officer of the Company, Robert Wong, the Vice Chairman, Chief Technology
Officer, Acting Secretary and Acting Chief Financial Officer of the Company, and
Norman Wright, the Vice Chairman of the Company and President and Chief
Executive Officer of the "HumanCad" Systems Division of the Company. There can
be no assurance that the Company will be able to retain the services of its key
personnel, and the loss of the services such personnel could have a material
adverse effect on the Company's business and prospects
COMPETITION. Although management believes that the Company's unique
technologies, proprietary software, methodologies and know-how give it a
competitive advantage, other companies or agencies are developing, and have
developed, particular services and technologies that are competitive with the
Company's services and technology and that increased competition is likely. It
is certain that some competitors will have significantly greater financial,
technical and other resources than the Company. Many of the large industrial
companies, especially major insurance companies, that form the primary market
for the Company's services may also seek to develop or have already developed
their own ergonomic programs. Similar services may also be supplied by
universities, hospitals, government agencies or other entities, many of which
may have substantially greater financial and other resources than the Company.
POTENTIAL LIABILITY; INSURANCE COVERAGE. The Company may be exposed to
liability claims for injuries, property damage or other losses arising out of
improper provision of services. The Company currently has liability insurance
for such losses, which the Company believes, is sufficient to cover all claims.
However, there can be no assurance that it will be able to maintain such
coverage or obtain additional coverage, at a reasonable cost or otherwise, or
that the coverage that it has or that it may obtain will be sufficient to cover
any and all claims. Although no claims have been asserted to date, in the event
that a claim is successfully asserted against the Company, such claim could have
a material adverse effect on the Company.
OUTSTANDING WARRANTS/OPTIONS. As of June 30, 1997, the Company had
outstanding 807,659 Redeemable Class B Warrants exercisable at $1.50 per share
to purchase 969,191 shares of Common Stock, 491,588 Redeemable Class E Warrants
exercisable at $1.25 per share to purchase 540,747 shares of Common Stock and
1,075,000 Non-Redeemable Class AA Warrants exercisable at $.65 per share to
purchase 1,075,000 shares of Common Stock. As of July 22, 1997, the Company also
had 50,000 Non-Redeemable Class BB Warrants outstanding to purchase 50,000
shares of Common Stock exercisable at $1.03125 per share in connection with the
first $500,000 tranche of a potential financing of $1,500,000. In addition, the
Company expects to exercise its option to utilize the second tranche of $500,000
by September 8, 1997, which will result in the issuance of an additional 50,000
Non-Redeemable Class BB Warrants. Should the Company choose to exercise its
option to utilize the third tranche of $500,000, the Company will be obligated
to issue an additional 50,000 Non-Redeemable Class BB Warrants. The Company has
also granted stock options to purchase an aggregate of 3,167,500 additional
shares of its Common Stock (net of exercises and cancellations) including
875,000 options granted to outside consultants at exercise prices ranging from
$0.75 to $1.69 per share. Of the 3,167,500 shares granted pursuant to the stock
option plan, the Company has granted to its non-management directors, former
directors and consultants options to purchase an aggregate of 1,507,500 shares
of its Common Stock at exercise prices ranging from $0.75 to $3.22 per share.
Holders of options and warrants are likely to exercise them when, in all
likelihood, the Company could obtain additional capital on terms more favorable
than those provided by such options or warrants. Further, while such options and
warrants are outstanding, they may adversely affect the terms on which the
Company can obtain additional capital. In addition, future sales of Common Stock
could depress the market price of the Company's Common Stock.
DILUTIVE EFFECTS OF THE PREFERRED STOCK OFFERING. On July 22, 1997, the
Company commenced an offering of 150 shares of Redeemable Convertible Preferred
Stock in BCA Services Inc. (a subsidiary of BCAM International, Inc.), the
proceeds of which were to be used for working capital purposes. The first
tranche was in the amount of $500,000 and 50 Redeemable Convertible Preferred
Stock Shares were issued. The second tranche, expected to be drawn down by
September 8, 1997, will also be in the amount of $500,000 and an additional 50
Redeemable Convertible Preferred Stock Shares will be issued. A third tranche is
available to the Company to be drawn down up to sixty (60) days after the
Company's registration statement is declared effective. Each share of BCA
Services Inc. Preferred Stock entitles the holder to convert to a number of
common shares of BCAM International Inc. at any time during a one year period
following the closing date and is convertible into BCAM International, Inc.
Common Stock at 70% of the average closing bid price of BCAM common stock over
the three day trading period ending on the day preceding the conversion date.
The conversion price may in no event be greater than $.9375("maximum price").
The purchasers of the BCA Services Inc. Preferred Stock will incur an immediate
dilution from the Company's net tangible book value at June 30, 1997 upon
conversion of the Preferred Stock into BCAM International Common Stock of $.795,
based on the Maximum Price of $.9375 and a book value of $.063/share as of June
30, 1997.
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FINANCIAL STANDARDS FOR CONTINUED NASDAQ LISTING. On August 22, 1997 the
Securities Exchange Commission approved NASDAQ proposed changes to its current
listing criteria. Under the proposed rules, for initial listing the Company,
generally, must have (i) net tangible assets of at least $4,000,000, or a market
capitalization of at least $50,000,000, or net income in two of the last three
years of $750,000; (ii) a minimum of 1,000,000 shares publicly held; (iii) a
minimum of $5,000,000 in market value of public float; (iv) a minimum bid price
of $4.00 per share; (v) a minimum of 300 shareholders; (vi) an operating history
of one year or a market capitalization of $50,000,000; and (vii) implementation
of corporate governance requirements. Under the proposed rules for continued
listing, the Company, generally, must have (i) net tangible assets of
$2,000,000, or a market capitalization of at least $35,000,000, or net income in
two of the last three years of at least $500,000; (ii) a minimum of 500,000
shares publicly held; (iii) a minimum of $1,000,000 in market value of public
float; (iv) a minimum bid price of $1.00 per share; (v) a minimum of 300
shareholders; and (vi) implementation of corporate governance requirements.
Companies failing to satisfy the new continued listing requirements will be
allowed six months to meet this new requirement.
Prior to August 22, 1997, to maintain its listing on the NASDAQ Small Cap
market, the Company must have in total assets of at least $2M; capital and
surplus of at least $1M and a minimum bid price of $1 per share, provided,
however, the $1.00 bid price per share is not applicable if the Company
maintains a public float of $1M and capital and surplus of $2M. The Company's
Common Stock currently has a bid price of less than $1.00 per share and the
Company does not have capital and surplus of $2,000,000. The Company has been
notified by NASDAQ of such non-compliance, which must be remedied under the
compliance requirements which were effective prior to August 22, 1997, and then
the Company has six months to comply with the post August 22, 1997 compliance
requirements.
Upon completion of the financing including the funding associated with the
Drew Acquisition and described herein, the Company believes that it will be in
compliance with the standards for continued listing (both NASDAQ compliance
requirements prior to as well as post August 22, 1997). The Company expects that
the proceeds from various funding sources will be sufficient to cure the NASDAQ
requirements described herein whether or not it is able to complete the Drew
Shoe Acquisition. There can be no assurance, however, that the Company will in
fact be able to obtain the necessary financing. If the Company is unable to
satisfy NASDAQs maintenance criteria, trading, if any, in the Company's
securities would be conducted in the over-the-counter market in the "pink
sheets" or the NASD's "Electronic Bulletin Board." As a consequence, an investor
would likely find it more difficult to dispose of, or to obtain quotations as to
the price of, the securities.
PENNY STOCK REGULATION In the event that the Company is unable to satisfy
the NASDAQ maintenance requirements, trading of the Common Stock will be
conducted in the "pink sheets" or the NASD's Electronic Bulletin Board. In the
absence of the Company's securities being quoted on NASDAQ, or the Company
having $2,000,000 in net tangible assets, trading in the securities would
continue to be covered by Rule 15g-9 promulgated under the Exchange Act for
non-NASDAQ and non-exchange listed securities. Under such rule, broker-dealers
who recommend such securities to individuals other than established customers
and accredited investors must make a special written suitability determination
for the purchaser and receive the purchaser's written agreement to a transaction
prior to sale. Securities are exempt from this rule if the market price is at
least $5.00 per share.
The Commission has adopted regulations that generally define a "penny
stock" to be any equity security that has a market price of less than $5.00 per
share, subject to certain exceptions. Such exceptions include an equity security
listed on NASDAQ and an equity security issued by an issuer that has (i) net
tangible assets of at least $2,000,000, if such issuer has been in continuous
operation for three years, (ii) net tangible assets of at least $5,000,000, if
such issuer has been in continuous operation for less than three years, or (iii)
average revenue of at least $6,000,000 for the preceding three years. Unless an
exception is available, the regulations require the delivery, prior to any
transaction involving a penny stock, of a disclosure schedule explaining the
penny stock market and the risks associated therewith.
As a result the market liquidity for such securities has been severely
affected by limiting the ability of broker-dealers to sell securities. There is
no assurance that trading in the Company's securities will not be subject to
these or other regulations that would adversely affect the market for such
securities.
NO DIVIDENDS. The Company has paid no cash dividends on its Common Stock
since its inception and does not anticipate paying cash dividends on its Common
Stock in the foreseeable future.
8
<PAGE>
MARKET OVERHANG. Future sales of common stock could depress the market
price of the Company's common stock. Further, the options and warrants presently
outstanding could adversely affect the market for the Common Stock, and any sale
of the Common Stock acquired pursuant to such options and warrants could also
depress the market price of the Common Stock.
DREW SHOE ACQUISITION. The Company intends to purchase all of the capital
stock of Drew. If the Company is not able to complete the acquisition, the
Company will recognize as a one-time charge approximately $500,000 in prepaid
expenses associated with the acquisition. If the Company does complete the
acquisition, the goodwill recognized will be amortized over the useful life of
assets acquired. There can be no assurance that the Company will complete the
acquisition.
NON-REGISTRATION IN CERTAIN JURISDICTIONS OF SHARES UNDERLYING WARRANTS AND
PREFERRED STOCK. Holders of the Warrants or Preferred Stock may reside in or
move to jurisdictions in which the common shares underlying the securities may
not be registered or otherwise qualified for sale during the period that the
securities are exercisable. In this event, the Company would be unable to issue
common shares unless and until the shares could be qualified for sale in
jurisdictions in which such purchasers reside, or an exemption to such
qualification exists in such jurisdiction. The Company has no obligation to
effect any such registration or qualification. If the Company elects to attempt
such registration or qualification, no assurances can be given that the Company
will be able to effect any required registration or qualification.
Notwithstanding this, the Company intends to put forth its best efforts to cause
this registration statement to be effective by approximately November 7, 1997.
However, no assurances can be given that the statement will be effective on or
about that date. The Company has qualified the offering in the following states:
Alabama, Connecticut, Florida, Georgia, Hawaii, Illinois, Kansas, Kentucky,
Louisiana, Massachusetts, Michigan, Mississippi, New Jersey, New York, Ohio,
Pennsylvania, Rhode Island, Texas, Utah, West Virginia and Wisconsin. See
"Description of Securities".
9
<PAGE>
USE OF PROCEEDS
The Company will derive proceeds from any exercise of the Non-Redeemable
Class AA and BB Warrants offered hereby. The Non-Redeemable Class AA Warrants
are exercisable until March 31, 2002, and the Non-Redeemable Class BB Warrants
are exercisable until July 23, 2002. Assuming the exercise of all such Warrants,
the maximum amount of such proceeds is estimated at $853,458. Proceeds from the
exercises of the Non-Redeemable Class AA and Non-Redeemable Class BB warrants
will be utilized for general working capital purposes. The Company will not
receive any proceeds from the sale of any of the shares offered hereby. All such
proceeds will be received by the Selling Shareholders.
DILUTION
As of June 30, 1997, the net tangible book value per share of the Company's
Common Stock was $.063. "Net tangible book value per share" represents the
amount of the Company's tangible assets, less the amount of its liabilities and
redeemable stock, divided by the number of shares of Common Stock outstanding.
After giving effect to the receipt of the proceeds from the sale of Common
Stock upon exercise of all Warrants at exercise prices ranging from $ .65 to $
1.50, and convertible Preferred Stock at the maximum exercise price of $.9375,
and options at $ 1.151, the pro forma net tangible book value per share of
Common Stock as of June 30, 1997, would have been $.392. This would result in
dilution to purchasers of Common Stock upon the exercise of all Warrants,
Convertible Preferred Stock and consultant stock options of $.706.
10
<PAGE>
Refer to the following table for the dilution of each of the Warrants,
assuming exercise of the Convertible Preferred Stock at its Maximum Price per
Share.
<TABLE>
<CAPTION>
Director,
Non- Non- Employee,
Convertible Redeemable Redeemable Redeemable Redeemable and
Preferred Class B Class E Class AA Class BB Consultant
Stock Warrants Warrants Warrants Warrants Options Total
----- -------- -------- -------- -------- ---------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Public offering
price per share of
Common Stock
upon exercise of
Warrants, Unit
Purchase Options
and Stock Options ... $ 0.938 $ 1.500 $ 1.250 $ 0.650 $ 1.031 $ 1.151 $ 1.084
Net tangible book
value per share at
June 30, 1997 ....... $ 0.063 $ 0.063 $ 0.063 $ 0.063 $ 0.063 $ 0.063 $ 0.063
Net increase per
share attributable
upon exercise of the
Warrants and Stock
Options ............. $ 0.080 $ 0.082 $ 0.039 $ 0.037 $ 0.010 $ 0.180 $ 0.329
Pro forma net
tangible book value
per share of
Common Stock
after exercise of the
Warrants and Stock
Options ............. $ 0.143 $ 0.145 $ 0.102 $ 0.100 $ 0.073 $ 0.243 $ 0.392
Dilution of net
tangible book value
per share of
Common Stock to
new investors ....... $ 0.795 $ 1.355 $ 1.148 $ 0.550 $ 0.958 $ 0.908 $ 0.706
</TABLE>
11
<PAGE>
After giving effect to the receipt of the proceeds from the sale of Common
Stock upon exercise of the balance of the Redeemable Class B, Redeemable Class
E, Non-Redeemable Class AA and Non-Redeemable Class BB Warrants at exercise
prices per share of $1.50, $1.25 and $0.65 and 1.031, respectively, Common Stock
Options at an average price of $1.151 and convertible Preferred Stock at the
minimum exercise price of $.25, the pro forma net tangible book value per share
of Common Stock as of June 30, 1997, would have been $.328. This would result in
dilution to purchasers of Common Stock upon the exercise of all Warrants,
Convertible Preferred Stock and consultant stock options of $.355.
Refer to the following table for the dilution of each of the Warrants,
assuming exercise of the Convertible Preferred Stock at its Minimum Price per
Share (1).
<TABLE>
<CAPTION>
Director,
Non- Non- Employee,
Convertible Redeemable Redeemable Redeemable Redeemable and
Preferred Class B Class E Class AA Class BB Consultant
Stock Warrants Warrants Warrants Warrants Options Total
----- -------- -------- -------- -------- ---------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Public offering
price per share of
Common Stock
upon exercise of
Warrants, Unit
Purchase Options
and Stock Options ... $ 0.250 $ 1.500 $ 1.250 $ 0.650 $ 1.031 $ 1.151 $ 0.683
Net tangible book
value per share at
June 30, 1997 ....... $ 0.063 $ 0.063 $ 0.063 $ 0.063 $ 0.063 $ 0.063 $ 0.063
Net increase per
share attributable
upon exercise of the
Warrants and Stock
Options ............. $ 0.051 $ 0.082 $ 0.039 $ 0.037 $ 0.010 $ 0.180 $ 0.265
Pro forma net
tangible book value
per share of
Common Stock
after exercise of the
Warrants and Stock
Options ............. $ 0.114 $ 0.145 $ 0.102 $ 0.100 $ 0.073 $ 0.243 $ 0.328
Dilution of net
tangible book value
per share of
Common Stock to
new investors ....... $ 0.136 $ 1.355 $ 1.148 $ 0.550 $ 0.958 $ 0.908 $ 0.355
</TABLE>
(1) The use of the term "Minimum Price" refers to the offering of the
6,000,000 shares of common stock issued upon conversion of the preferred
stock of BCA Services, Inc. at an aggregate price of $.25 per share.
Should the average closing bid price of BCAM common stock decrease below
$.357 per share over the three day trading period ending on the day
preceding the conversion date, the conversion price will be below $.25 per
share.
12
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth information with respect to the shares of
the Company's common stock beneficially owned and sold by the Selling
Shareholders:
<TABLE>
<CAPTION>
Name Shares Owned Total Shares Shares Being
Prior to Offering Owned Beneficially Offered Hereby
<S> <C> <C> <C>
Corporate Capital Management -0- 25,000(2) -0-
Austost Anstalt Schaau -0- 457,142(3) -0-
UFH Endowment Ltd. -0- 457,142(3) -0-
Karen Weil 9,500 209,500(4) 100,000
David Latter -0- 50,000(5) 25,000
Howard Weingrow -0- 100,000(6) 50,000
Peter Orr 68,000 168,000(6) 50,000
Joseph Offenberger 5,000 55,000(5) 25,000
David Schultz 10,000 60,000(5) 25,000
Howard Seiberman 35,000 135,000(6) 50,000
Joe Schueller -0- 100,000(6) 50,000
621 Partners(1) -0- 520,000(7) 260,000
Appleton Associates(1) -0- 240,000(8) 120,000
R. Weil & Associates(1) 642 500 1,282,500(9) 320,000
------------ ---------
TOTAL 3,859,284 1,075,000
</TABLE>
(1) The Kirr Marbach group is an investment advisor for these entities.
(2) Includes 25,000 shares issuable upon exercise of Non-Redeemable
Class BB Warrants.
(3) Includes 12,500 shares issuable upon exercise of Non-Redeemable Class
BB Warrants, and a minimum of 444,642 shares issuable in connection
with conversion of preferred stock of BCA Services, Inc.
(4) Includes 100,000 shares issuable upon exercise of Non-Redeemable
Class AA Warrants
(5) Includes 25,000 shares issuable upon exercise of Non-Redeemable
Class AA Warrants
(6) Includes 50,000 shares issuable upon exercise of Non-Redeemable
Class AA Warrants
(7) Includes 260,000 shares issuable upon exercise of Non-Redeemable
Class AA Warrants
(8) Includes 120,000 shares issuable upon exercise of Non-Redeemable
Class AA Warrants
(9) Includes 320,000 shares issuable upon exercise of Non-Redeemable
Class AA Warrants
TOTAL SHARES OFFERED
Shares being offered by Selling Shareholders 1,075,000
Shares issuable upon exercise of Non-Redeemable Class AA Warrants 1,075,000
Shares issuable upon exercise of Non-Redeemable Class BB Warrants 150,000
Shares issuable in connection with conversion of preferred
stock of BCA Services, Inc. 6,000,000
---------
TOTAL SHARES OFFERED BY THIS PROSPECTUS 8,300,000
PLAN OF DISTRIBUTION
The selling shareholders may sell the Shares from time to time through
dealers or brokers in transactions on the NASDAQ Small Cap Market at prices then
prevailing, or directly to one or more purchasers in negotiated transactions at
negotiated prices, or in a combination thereof. The Selling Shareholders and any
dealers or brokers that participate in such distribution may be deemed
"underwriters" within the meaning of the Securities Act and any commissions or
discounts received by any such dealer or broker may be deemed "underwriting
compensation." The selling shareholders have been advised that they are subject
to the applicable provisions of the Exchange Act.
13
<PAGE>
LEGAL MATTERS
The validity and issuance of the Shares offered hereby will be passed upon
for the Company by Ruskin, Moscou, Evans & Faltischek, P.C., Mineola, New York.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference from the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996 have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report, there on, which is incorporated herein by
reference, and has been so incorporated in reliance upon the report of such firm
given their authority as experts in accounting and auditing.
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Commission's regional offices located at Seven World Trade
Center, 13th Floor, New York, New York 10048 and Northwestern Atrium Center, 500
West Madison Street, Chicago, Illinois 60661. Copies of such material can be
obtained at prescribed rates from the Public Reference Section of the
Commission, 450 Fifth Street, NW, Washington, D.C. 20549. The Company's Common
Stock is quoted on the NASDAQ Stock Market and reports, proxy statements and
other information concerning the Company may also be inspected and copied at the
offices of the NASDAQ Stock Market, Inc., 1735 K Street, NW, Washington, D.C.
20006. The Commission also maintains a web site that contains reports, proxy
information and statements and other information that may be obtained
electronically by using the Commission's Web Site on the internet at
http://www.sec.gov.
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses payable in connection
with the sale and distribution of the securities being registered, all of which
will be paid by the Company.
Total
- -----
SEC registration fee................................................ $ 1,038.93
Legal fees and expenses............................................. 10,000.00
Accounting fees and expenses........................................ 10,000.00
Miscellaneous....................................................... 5,000.00
Total................................................... $26,038.93
==========
15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 721 through 725 of the New York Business Corporation Law provide
that New York corporations shall have the power, under specified circumstances,
to indemnify their directors, officers, employees and agents in connection with
actions, suits or proceedings brought against them by a third party or in the
right of the corporation by reason of the fact that they were or are such
directors, officers, employees or agents, against expenses incurred in such
actions, suits or proceedings. Article Seventh of the Company Restated
Certificate of Incorporation provides for indemnification of directors and
officers of the Company generally in accordance with New York Law.
Section 721 of the New York Business Corporation Law permits a
corporation to enter into agreements with its directors and officers providing
for indemnification for actions, suits or proceedings brought against them by a
third party or in the right of the corporation, by reason of the fact that they
were or are such directors or officers, against expenses incurred in such
actions, suits or proceedings, provided, however, that no such indemnification
may be provided if a judgment or other final adjudication adverse to the
director or officer establishes that his acts were committed in bad faith or
were the result of active and deliberate dishonesty and were material to the
<PAGE>
cause of action so adjudicated, or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled. Pursuant to such
authority, the Registrant has entered into an agreement with each of its current
directors indemnifying them to the maximum extent permitted by Section 721. The
agreement provides for the indemnification of these individuals against any and
all civil or criminal actions or proceedings brought as a result of such
individual being a director or officer of the Company and any judgments and
amounts paid in settlement costs and expenses, including reasonable attorneys
fees. No indemnification may be made, however, if a judgment or final
adjudication establishes that the individual committed acts in bad faith or with
deliberate dishonesty and were material to the cause of action so adjudicated,
or that he personally gained financial profit or other advantage to which he was
not legally entitled. Such indemnification shall be made only by the Board
acting with a quorum consisting of directors who are not parties to the action
in question, or by independent legal counsel, or by the shareholders and in all
cases only after a finding that the applicable standard of conduct has been met.
Under Section 722(a), the corporation may indemnify any director or officer
in any action (other than an action by or in the right of the Corporation)
brought against him by reason of the fact that he, his testator or intestate was
a director or officer of the corporation, or served another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise in
any capacity at the request of the corporation. Indemnification may be given for
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorney's fees, if such director or officer is shown to have acted in good
faith, in furtherance of a purpose believed to be in the best interests of the
corporation, and, in the case of a criminal action or proceeding, to have had no
reason to believe such conduct was unlawful.
Section 722(c) of the New York Business Corporation Law provides for
permissive indemnification by the corporation of directors and officers, sued by
or in the right of the corporation, against reasonable expenses including
attorney's fees unless the director or officer is found to have breached his
duty to the corporation under Section 717 or Section 715(h) of the Business
Corporation Law, respectively. Amounts paid under this section may not include
amounts paid in settlement of a threatened or pending action and expenses
incurred in defense of a threatened action or settlement of a pending action
without court approval.
Indemnification may be by court order under Section 724 or by approval of
the corporation in the manner set forth in the statute. Under Section 723(a),
success on the merits or otherwise entitles the director or officer to
indemnification under Sections 721 and 722. If not wholly successful,
indemnification shall be made by the corporation only if a quorum of the board,
not including parties to the action, finds that the standards of Section 722
have been met. If a quorum cannot be obtained, approval may be by the board upon
(i) the opinion of independent legal counsel or (ii) a determination by the
shareholders that the standards of conduct have been met by the director or
officer. Expenses may be paid in advance if authorized by one of the methods
discussed above. Under Section 724, if the corporation fails to provide
indemnification, the director or officer may apply to the court and may receive
indemnification to the extent authorized under Section 722. Expenses may also be
advanced if the court finds the defendant director of officer to have raised
genuine issues of fact or law. Expenses advanced must be repaid to the
corporation if (i) the director or officer has not met the applicable standard
which entitles him to indemnification or (ii) if he has been paid in excess of
the amount to which he is entitled. Indemnification may not be made if it is
inconsistent with the corporation's certificate, by-laws, board resolutions or
agreements or a condition imposed by the court in approving a settlement.
<PAGE>
The New York Business Corporation Law permits a corporation through its
certificate of incorporation to prospectively eliminate or limit the personal
liability of its directors to the corporation or its stockholders for damages
for breach of fiduciary duty as a director, with certain exceptions. The
exceptions include acts or omissions in bad faith or which involve intentional
misconduct or knowing violations of law, improper declaration of dividends, and
transactions from which he was not legally entitled. The Company's Restated
Certificate of Incorporation exonerates its directors from personal liability to
the extent permitted by this statutory provision.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed 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.
16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
5.1 Opinion re: Legality
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Ruskin, Moscou, Evans & Faltischek, P.C. (included in Exhibit
5.1)
17. UNDERTAKINGS
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
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.
Insofar as indemnification for liabilities arising under the Act may be
permitted to Directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issues.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Act, the
information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and continued in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(b)
under the Act shall be deemed to be part of this Registration Statement as of
the time it was declared effective.
(2) For the purpose of determining any liability under the Act each
post-effective amendment that contains a form of Prospectus shall be deemed to
be a new Registration Statement relating to the securities therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Principal Executive Officer:
/s/ Michael Strauss Michael Strauss Chairman of September 4, 1997
- ----------------------- the Board,
President,
Chief Executive
Officer and
Director
Principal Financial Officer:
/s/ Robert P. Wong Robert P. Wong Vice Chairman September 4, 1997
- ----------------------- of the Board,
Chief Technology
Officer, Acting
Chief Financial
Officer, Acting
Secretary, Acting
Treasurer and
Director
Additional Directors:
/s/ Norman B. Wright Norman B. Wright Director, Vice September 4, 1997
- ----------------------- Chairman of the
Board, and
President and
CEO of the
HumanCAD(R)
division
/s/ Julian H. Cherubini Julian H. Cherubini Director September 4, 1997
- -----------------------
/s/Joel L. Gold Joel L. Gold Director September 4, 1997
- -----------------------
/s/Sandra Meyer Sandra Meyer Director September 4, 1997
- -----------------------
/s/Glenn F. Santmire Glenn F. Santmire Director September 4, 1997
- -----------------------
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
5.1 Opinion of Ruskin, Moscou, Evans & Faltischek, P.C.
23.1 Consent of Ernst & Young LLP
Writer's direct dial: (516) 663-6510
Writer's direct fax: (516) 663-6641
September 4, 1997
BCAM International, Inc.
1800 Walt Whitman Road
Melville, New York 11747
Re: BCAM International, Inc.
Gentlemen:
We have acted as counsel to a Delaware corporation (the "Company"), in
connection with its filing of this Registration Statement (the " Statement") on
Form S-3 with respect to the Company, which are to be sold by the Company.
Unless otherwise defined herein, all capitalized terms used herein and not
expressly defined shall have the meaning given to them in the Registration
Statement.
As counsel to the Company, we have examined the Amended and Restated
Certificate of Incorporation and Amended and Restated By-Laws and other
corporate records of the Company and have made such other investigations as we
have deemed necessary in connection with the opinion hereinafter set forth.
In making the aforesaid examinations, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies furnished
to us.
Based solely upon and subject to the foregoing, we are of the opinion
that the Company's Securities will be duly and validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
aforesaid Registration Statement and to the reference to our firm under the
caption "Legal Matters" in the Prospectus constituting a part of said
Registration Statement.
Very truly yours,
RUSKIN, MOSCOU, EVANS
& FALTISCHEK, P.C.
5.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related Prospectus of BCAM
International, Inc. for the registration of 8,300,000 shares of its common stock
and to the incorporation by reference therein of our report dated February 27,
1997 (except Note 10, as to which the date is March 28, 1997), with respect to
the consolidated financial statements and schedules of BCAM International, Inc.
included in its Annual Report (Form 10-KSB) for the year ended December 31,
1996, filed with the Securities and Exchange Commission.
/s/Ernst & Young LLP
Melville, New York
September 4, 1997
23.1
