<PAGE>
As filed with the Securities and Exchange Commission on October 23, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------------
LASERMASTER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1612861
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7090 Shady Oak Road
Eden Prairie, Minnesota 55344
(612) 941-8687
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Michael Knight, Esq. Copies to: Thomas Martin, Esq.
General Counsel Dorsey & Whitney LLP
LaserMaster Technologies, Inc. Pillsbury Center South
7090 Shady Oak Road 220 South Sixth Street
Eden Prairie, Minnesota 55344 Minneapolis, Minnesota 55402
(612) 943-3233 (612) 340-8706
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------
Approximate date of commencement of proposed sale to the public: From time
to time after 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. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Title of Each Amount Maximum Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share* Offering Price* Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 518,530 $5.25 $2,722,283 $939
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</TABLE>
* Estimated solely for purposes of computing the registration fee and based
upon the average of the high and low sales prices for such Common Stock on
October 22, 1996 as reported on the Nasdaq Stock Market.
----------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Subject to Completion, dated October 23, 1996
PROSPECTUS
LASERMASTER TECHNOLOGIES, INC.
__________
518,530 SHARES OF
COMMON STOCK
($.01 PAR VALUE)
__________
This Prospectus relates to up to an aggregate of 518,530 shares (the
"Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of
LaserMaster Technologies, Inc., a Minnesota corporation ("LMT" or the
"Company"), that may be sold from time to time by Marubeni International
Electronics Corporation (the "Selling Shareholder"). See "Selling Shareholder."
The Shares have been, or will be, acquired upon conversion of a convertible
subordinated debenture held by the Selling Shareholder. The Company will not
receive any proceeds from the sale of the Shares. The Company has agreed to pay
the expenses of registration of the Shares, including the Company's legal and
accounting fees.
Any or all of the Shares may be offered from time to time in
transactions on the Nasdaq National Market, in brokerage transactions at
prevailing market prices or in transactions at negotiated prices. See "Plan of
Distribution."
The Shares offered hereby have not been registered under the blue sky
or securities laws of any jurisdiction, and any broker or dealer should assure
the existence of an exemption from registration or effectuate such registration
in connection with the offer and sale of the Shares.
The Common Stock is traded on the Nasdaq National Market under the
symbol "LMTS." On October 22, 1996, the last reported sale price of the Common
Stock as reported on the Nasdaq National Market was $5.25 per share.
____________________
FOR INFORMATION CONCERNING CERTAIN RISKS RELATED TO THIS OFFERING,
SEE ''RISK FACTORS'' BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
____________________
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.
____________________
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offer contained herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, any securities offered hereby in any jurisdiction in which
it is not lawful or to any person to whom it is not lawful to make any such
offer or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that
information herein is correct as of any time subsequent to the date hereof.
The date of this Prospectus is ________, 1996.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ 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. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (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 filed by the Company can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional offices at 7
World Trade Center, Suite 1300, New York, New York 10048 and CitiCorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, the Common Stock of the Company is listed on the Nasdaq National
Market, and reports, proxy statements and other information concerning the
Company can also be inspected at the offices of the National Association of
Securities Dealers, 1735 K. Street N.W., Washington, D.C. 20006. This Prospectus
does not contain all the information set forth in the Registration Statement and
exhibits thereto which the Company has filed with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"), and to which
reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company which have been filed with the
Commission are hereby incorporated by reference in this Prospectus:
(a) the Annual Report on Form 10-K for the year ended June 30, 1996;
(b) the description of LMT's Common Stock contained in the Company's
Registration Statement filed pursuant to Section 12 of the Exchange Act and
any amendment or report filed for the purpose of updating any such
description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained herein or
in a document all or part of which is incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
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 Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than certain exhibits to such documents). Requests for such copies should be
directed to Michael Knight, General Counsel, LaserMaster Technologies, Inc.,
7090 Shady Oak Road, Eden Prairie, Minnesota 55344 or by telephone to (612) 941-
8687.
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RISK FACTORS
The following risk factors should be considered carefully in addition to
the other information contained in or incorporated by reference into this
Prospectus before purchasing the Common Stock offered hereby. This Prospectus,
including the information incorporated herein by reference, contains 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. Actual results
could differ significantly from those projected in the forward-looking
statements as a result, in part, of the risk factors set forth below. In
connection with the forward-looking statements which appear in these
disclosures, prospective purchasers of LMT Common Stock offered hereby should
carefully review the factors set forth below.
Cash Needs. Although the Company has a credit agreement with a commercial
finance company that has adequately financed its cash requirements in the past,
net operating losses in fiscal 1996 and manufacturing and inventory requirements
for current and new printer engines have resulted in a need for additional
financing. In September 1996, projected cash requirements in excess of available
sources required the issuance of private placements of common stock and warrants
to purchase common stock in the Company. There can be no assurances that cash
availability under the credit agreement and proceeds from the private placements
will be adequate, or that other sources of financing would be available to the
Company on favorable terms or at all, if the Company's operations are further
affected by declining revenue from existing product lines, or introduction
difficulties with new product lines, or by market conditions in general. In
addition, there can be no assurance that the Company can achieve profitability
on a quarterly or annual basis in the future.
Product Development and Technological Change. The pre-press and wide-
format color printing industries are highly competitive and are characterized by
frequent technological advances and new product introductions and enhancements.
Accordingly, the Company believes that its future success depends upon its
ability to enhance current products, to develop and introduce new and superior
products on a timely basis and at acceptable pricing, to respond to evolving
customer requirements, and to design and build products which achieve general
market acceptance. Any quality, durability or reliability problems with such new
products, regardless of materiality, or any other actual or perceived problems
with new Company products could have a material adverse effect on market
acceptance of such products. There can be no assurance that such problems or
perceived problems will not arise with respect to any existing products or that
even in the absence of such problems, the Company's products will achieve market
acceptance. In addition, the market anticipation or the announcement of new
products and technologies could cause customers to defer purchases of the
Company's existing products, which could have a material adverse effect on the
Company's business and financial condition. The Company is currently undertaking
a number of development projects. Although the Company has had successes
introducing new products, some products have experienced limited market
acceptance, the introductions of some products have been delayed, and the
quality and reliability reputation of certain products may unfavorably affect
new products. There can be no assurance that the Company will be successful with
future product introductions, that future market introductions will be timely
and competitive, that future products will be priced appropriately, or that
future products will achieve market acceptance. The Company's inability to
achieve market acceptance, for technological or other reasons, could have a
material adverse effect on the Company's financial condition.
Various potential actions by any of the Company's competitors, especially
those with a substantial market presence, could have a material adverse effect
on the Company's business, financial condition and results of operations. Such
actions may include reduction of product price, increased promotion,
announcement or accelerated introduction of new or enhanced products, product
giveaways, product bundling or other competitive actions. Additionally, a
competitors entry into the wide-format market in such ways as to compete more
directly and effectively with the Company's products could adversely affect
operational results.
Competition. The computer printer industry is intensely competitive and
rapidly changing. Some of the Company's existing competitors, as well as a
number of potential new competitors, have
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longer operating histories, greater technical resources, more established and
larger sales and marketing organizations, greater name recognition, larger
customer bases and significantly greater financial resources than the Company.
Suppliers of large-format print engines and systems compete on the basis of
print quality, color, print time, print size, product features, including ease
of use and service, and price. Competitive product sales practices such as price
reductions, increased promotion, product giveaways and bundling, or announcement
or accelerated introduction of new or enhanced products could have a material
adverse effect on the sales and financial condition of the Company. New product
introductions and changes in pricing structure by competitors have had, and can
be expected to continue to have, a significant impact on the demand for the
Company's products. In particular, the high-resolution laser printer market in
which the Company's plain-paper typesetters compete has become increasingly
competitive as the resolution of commodity laser printers sold for general
purpose business printing, such as those manufactured by Hewlett-Packard, has
improved. The Company anticipates decreasing demand for its products in this
market and decreasing revenue from sales of plain-paper typesetting products. In
addition, the manufacturer of the printing engine for the Company's DisplayMaker
Professional sells its own branded products in direct competition with the
Company's products and continues to sell its engines to other systems
integrators and distributors that compete directly with the Company. Also, it
is possible that the companies that supply the Company with consumable products
such as ink and media will compete with the Company by selling directly to users
or sell to competitors who may offer the products to the users. Further, a
number of competitors have introduced consumables which they allege to be
compatible with the Company's products and have priced the consumables below
the LaserMaster-branded consumables. Although the Company believes that its Big
Color products possess certain advantages over the competitors' products, the
increased competition has impacted sales volumes and margins and may continue to
impact volumes and margins in the future. The Company has generally competed in
these markets by introducing technologically advanced products that create new
market demand and products which offer optimum performance characteristics.
There can be no assurance that the Company will be able to continue to innovate
to the extent necessary to maintain a competitive advantage in these markets or
that other competitors will not achieve sufficient product performance with
products offering better pricing or other competitive features.
The Company's PressMate-FS, DisplayMaker Express and DesignWinder products
are based on relatively new technology, are complex and must be reliable and
durable to achieve market acceptance and enhance revenue opportunities.
Development and production of new, complex technologies and products often
have associated difficulties and delays. Consequently, customers may experience
reliability and durability problems that arise only as the product is subjected
to extended use over a prolonged period of time. The Company and certain
DisplayMaker Express users have encountered operational problems which the
Company is addressing. However, given the recent introduction of several new
engines, there can be no assurance that the Company has successfully resolved
these operational problems or that the Company will successfully resolve any
future problems in the manufacture or operation of the DisplayMaker Express
printers or any new product. Failure by the Company to resolve manufacturing
or operational problems with the DisplayMaker Express printer or any new product
in a timely manner could have a material adverse effect on the Company's
business, financial condition and results of operations.
Dependence on Component Availability and Costs. Certain components
used in the Company's current and planned products, including printer marking
engines and other printer components, are currently available from sole sources,
and certain other components are available from only a limited number of
sources. The Company has in the past experienced delays as a result of the
failure of certain suppliers to meet requested delivery schedules and standards
of product performance and quality. In addition, recent losses from operations
of the Company have restricted cash availability and the ability to keep
supplier debt current or within the established credit limits. The requirement
to bring certain component suppliers' debt obligations current, or other
restrictions in credit terms of such component suppliers, could result in an
inability to manufacture certain product lines and thereby adversely affect
the financial performance of the Company. The Company's inability to obtain
sufficient supply of components, or to develop alternative sources, could result
in delays in product
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introductions, interruptions in product shipments or the need to redesign
products to accommodate substitute components, any of which could have a
material adverse effect on the Company's operating results. A substantial
portion of the total manufacturing cost of the Company's typesetting and Big
Color products is represented by certain components, particularly dynamic random
access memory chips ("DRAMs"), the prices of which have fluctuated significantly
in recent years. Significant increases or decreases in the price or reductions
in the availability of DRAMs or other components, could have a material affect
on the Company's operating results.
In addition, the Company is dependent upon a third-party supplier for
the inkjet engine used in its DisplayMaker Professional product. The Company
believes that it will be able to purchase adequate inventory of current and
future versions of the supplier's print engines to meet its requirements for
integration into the DisplayMaker product line. Nevertheless, there can be no
assurances that the supplier will make its print engines available on the same
terms as the current print engine or that the Company will be able to
successfully integrate product revisions into the Company's product line in the
time frame required to minimize competitive sales pressures in the marketplace.
The Company is also dependent on a sole source supplier for the printheads
used in DisplayMaker Express. The Company has experienced availability and
quality issues with this supplier that have affected shipping schedules and
customer satisfaction and have negatively impacted operating results in the
past. There can be no assurance that this supplier will be able to meet the
Company's production requirements in the future or that the quality of the
product will be acceptable.
The Company sells consumable print media and inks for use with its Big
Color product line, and film used with the PressMate-FS. The Company depends
on the availability of consumable products to support its installed base of
print engines. There is no assurance that the suppliers of these consumables
will continue to offer their products to the Company, or that the consumable
products will continue to be available to the company at the same quarterly,
pricing and terms. The unavailability of consumable products or negative changes
in quality could adversely impact the market acceptance of the Company's new and
existing products, and may adversely affect sales of consumables.
Uncertainty Regarding Development of Wide-Format Market; Uncertainty
Regarding Market Acceptance of New Products. The Wide-Format market is
relatively new and evolving. The Company's future financial performance will
depend in large part on the continued growth of this market and the continuation
of present large-format printing trends such as use and customization of large-
format advertisements, use of color, transferring of color images onto a variety
of substrates, point-of-purchase printing, in-house graphics design and
production and the demand for limited printing runs of less than 200 copies.
The failure of the Wide-Format market to achieve anticipated growth levels or a
substantial change in large-format printing customer preferences could have a
material adverse effect on the Company's business, financial condition and
results of operations. Additionally, in a new market, customer preferences
can change rapidly and new technology can quickly render existing technology
obsolete. Failure by the Company to respond effectively to changes in the Wide-
Format market, to develop or acquire new technology or to successfully conform
to industry standards could have a material adverse effect on the business,
financial condition and results of operations of the Company.
The Company's products currently target the high-performance production
segment of the Wide-Format printing market. The future success of the Company
will likely depend on its ability to develop and market new products that
provide superior performance at acceptable prices within this segment. In
addition, the Company's future success will likely depend on the Company's
ability to successfully introduce lower-cost products aimed at a broader segment
of the Wide-Format market. Any quality, durability or reliability problems with
such new products, regardless of materiality, or any other actual or perceived
problems with new Company products, could have a material adverse effect on
market acceptance of such products. There can be no assurance that such problems
or perceived problems will not arise or that, even in the absence of such
problems, new Company products will
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receive market acceptance. In addition, the announcement by the Company of new
products and technologies could cause customers to defer purchases of the
Company's existing products, which could have a material adverse effect on the
Company's business, financial condition and results of operations.
Fluctuations in Quarterly Operating Results. The Company's quarterly
results of operations have fluctuated and are expected to continue to fluctuate
significantly. These fluctuations have been caused by various factors,
including: the timing of new product announcements; product introductions and
price reductions by the Company and its competitors; the availability and cost
of key components and materials for the Company's products; fluctuations and
availability in customer financing; the relative percentages of sales of
consumables and printer architectures; risks related to international sales and
trade; and general economic conditions. In addition, the Company's operating
results are influenced by the seasonal buying patterns of its customers, which
have in the past generally resulted in reduced revenues and earnings during the
Company's first fiscal quarter. Further, the Company's customers typically
order products on an as-needed basis, and virtually all of the Company's sales
in any given quarter result from orders received in that quarter. Certain
products require significant capital expenditures, causing some customers to
delay their purchasing decision. Delays in purchases of low volume, high-
cost printers may cause significant fluctuations in the sales volume for a given
period. Also, the Company's manufacturing plans, sales staffing levels and
marketing expenditures are primarily based on sales forecasts. Accordingly,
deviations from these sales forecasts may cause significant fluctuations in
operating results from quarter to quarter and may result in unanticipated
quarterly earnings shortfalls or losses. Historically, a large percentage of
orders have been received and shipped near the end of each month. If
anticipated sales and shipments do not occur, expenditure and inventory levels
may be disproportionately high and operating results could be adversely
affected.
Dependence on Consumables Revenues. The Company anticipates it will derive
an increasing percentage of its revenues and operating income from the sale of
ink, paper, film and other consumables to its customers. To the extent sales of
the Company's consumables are reduced because its customers are unsuccessful in
marketing their own printing services, or substitute third-party consumables for
those of the Company, the Company's results of operations could be adversely
affected. Further, although the Company's consumables are manufactured
specifically to operate with its printing products to produce optimum results,
there can be no assurances that other manufacturers of printing inks and papers
will not develop products that can be sold and compete with the Company's
printing products, or that other products will not produce results which are
satisfactory to the customer at a lower cost. The Company alleges that at least
one manufacturer has improperly used the Company's trade secrets to commence
such competition. Although the Company has commenced legal action against such
manufacturer for misappropriation of trade secrets, there can be no assurances
that other manufacturers will not independently and legitimately develop
competing consumable products. In addition, limitations in the availability of
sole source consumables or changes in credit or trade terms from sole sources
could adversely affect the sales of consumables.
Intellectual Property and Proprietary Rights. The Company's ability to
compete effectively will depend, in part, on its ability to maintain the
proprietary nature of its technologies through patents, copyrights and trade
secrets. Important features of the Company's products are incorporated in
proprietary software, some of which is licensed from others and some of which is
owned by the Company. The Company attempts to protect its proprietary software
with a combination of patents, copyrights, trademarks and trade secrets,
employee and third-party nondisclosure agreements and other methods of
protection. Despite these precautions, it may be possible for unauthorized third
parties to copy certain portions of the Company's products or to reverse-
engineer or obtain and use information that the Company regards as proprietary.
Further, the Company's intellectual property may not be subject to the same
level of protection in all countries where the products are sold. There can be
no assurance that the measures taken by the Company will be adequate to protect
the intellectual property or that others will not independently develop or
patent products similar or superior to those developed, patented or planned by
the Company.
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The Company has been granted three United States patents for inventions
related to its TurboRes(R) approach to enhancing the vertical resolution of
conventional laser printer engines and three United States patents relating to
the Company's Big Ink(TM) Delivery System. Additional patent applications are
pending relating to the Company's TurboRes, ThermalRes(TM), FastPort(TM), Big
Ink Delivery System, oversized A3 printing, high-resolution imaging and image
enhancement and wide-format printing technologies and techniques. There can be
no assurance that patents will be issued from any of these pending applications,
although the ThermalRes process and mechanical aspects of the PressMate engine
received U.S. patent coverage during May 1996. With regard to current patents or
patents that may be issued, there can be no assurance that the claims allowed
will be sufficiently broad to protect the Company's technology or that issued
patents will not be challenged, invalidated or violated, requiring expenditures
of cash to pursue and enforce the Company's rights in the patented technology.
Applications to patent the basic TurboRes, ThermalRes and Big Ink Delivery
System approaches and related technologies have been filed in selected foreign
countries. Patent applications filed in foreign countries are subject to laws,
rules and procedures which differ from those of the United States, and there
can be no assurance that foreign patents will be granted as a result of these
applications. Furthermore, even if these patent applications result in the
issuance of foreign patents, some foreign countries provide significantly less
patent protection than the United States. Although the Company has not received
any notices from third parties alleging intellectual or proprietary property
infringement, there can be no assurance that third parties will not assert
infringement claims against the Company in the future or that any such assertion
will not require the Company to expend funds defending such claims or requiring
the Company to enter into royalty arrangements on such terms as may be
available, which may adversely affect financial performance of the company. Any
claim that the Company's current or future products or manufacturing processes
infringes on the proprietary rights of others, with or without merit, could
result in costly litigation which could adversely affect the financial
performance of the company.
The Company is actively pursuing development of new and unique print
solutions and processes, media and inks. Although the research and development
process involves an analysis of protected proprietary rights in any technology
that is being pursued, there is no assurance that competitors or others will not
interpret any such products or processes developed by the Company as violating
protected intellectual rights and pursue legal action, which could be costly and
may affect the financial performance of the Company. In addition, although the
Company does not have any knowledge of violations of its intellectual property
rights, there can be no assurance that the Company will not be forced to take
action to protect its intellectual property portfolio. Such enforcement
activity could require the expenditure of significant cash resources and could
affect the financial performance of the Company.
Although the Company has not received notices from third parties alleging
infringement claims that the Company believes would have a material adverse
effect on the Company's business, there can be no assurance that third parties
will not claim that the Company's current or future products or manufacturing
processes infringe the proprietary rights of others. Any such claim, with or
without merit, could result in costly litigation or might require the Company
to enter into a royalty or licensing agreements. Such royalty or licensing
agreements, if required, may not be available on terms acceptable to the
Company, or at all, which could have a material adverse effect upon the
Company's business, financial condition and results of operations.
There can be no assurance that others will not independently develop
similar products, duplicate the Company's products or design products that
circumvent any patents used by the Company. No assurance can be given that
the Company's processes or products will not infringe patents or proprietary
rights of others or that any licenses required under any such patents or
proprietary rights would be made available on terms acceptable to the Company,
if at all. If the company does not obtain such licenses, it could encounter
delay in product introductions while it attempts to design around such patents,
or it could find that the development, manufacture or sale of products requiring
such licenses could be enjoined. In addition, the Company could incur
substantial costs in defending itself in suits brought against the Company on
such patents or in bringing suits to protect the Company's patents
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against infringement. If the outcome of any such litigation is adverse to the
Company, the Company's business could be adversely affected.
Litigation and Litigation Costs. The Company and three of its officers are
currently subject to various claims in a securities lawsuit relating to a
decline in the market price of the Company's common stock in December 1994. The
Company is vigorously contesting the action against itself and its officers. The
Company is obligated to indemnify its officers for the costs of their defense
and to advance such costs prior to final disposition to the extent that such
indemnification is requested and to the extent certain statutory requirements
are met.
Further, the Company has instituted action against a competitor for patent
infringement, misappropriation of trade secrets and other causes of action. The
competitor counter-claimed for false advertising, patent misuse, and unfair
competition by LaserMaster. The Company believes these counter-claims are
without merit. Such competitor has also published an allegation that the
Company's consumables sales practices are in violation of trade and antitrust
laws. Although the Company does not believe any of its practices violate
applicable trade or anti-trust laws, there is no assurance that claims or
actions will not be commenced by customers, competitors or governmental
authorities based on trade or anti-trust claims which could affect the Company's
operations and cash position.
The Company is also engaged in various actions related to transactional
matters, customers credit and product quality and/or warranty issues. Some of
these actions include claims against the Company for punitive, exemplary or
multiple damages. An award of punitive damages may not bear a direct
relationship to the actual or compensatory damages claimed from the Company.
Although the Company does not believe there are any actions pending or
threatened against the Company which would have a material adverse impact on
the financial position of the company, there is no assurance that there will
not be an adverse award of multiple punitive or exemplary damages which could
adversely affect the cash position of the company.
Any litigation which the Company is involved may have an adverse impact
on the Company's operations and may result in a distraction or diversion of
management's attention, thereby adversely affecting the operations by the
Company.
International Operations. The Company expects that international
revenues will continue to represent a substantial portion of its total revenues.
International operations are subject to various risks, including exposure to
currency fluctuations, political and economic instability, differing economic
conditions and trends, unexpected changes in regulatory requirements and
tariffs, difficulty in staffing and managing foreign operations, longer customer
payment cycles, greater difficulty in accounts receivable collection,
potentially adverse tax consequences and varying degrees of intellectual
property protection. Fluctuations in currency exchange rates could result in
lower sales volume reported in U.S. dollars. Fluctuations in foreign exchange
rates are unpredictable and may be substantial. From time to time the Company
has engaged in limited foreign currency hedging transactions. There can be no
assurance that the Company will be successful if it engages in such practices
to a significant degree in the future.
Dependence on Key Personnel. The Company's success depends to a significant
extent upon certain key personnel, including Mr. Masters, its Chief Executive
Officer and President, and Mr. Lukis, its Chief Technical Officer. The loss of
either of these individuals, or other key management or technical personnel,
could adversely affect the Company's business. The Company maintains key person
life insurance in the amount of $2,000,000, payable to the Company, on each of
Mr. Masters and Mr. Lukis. In addition, the Company has certain non-compete and
continuation contracts with key personnel, which are currently under review by
the Company's Board of Directors in an effort to recruit and retain key
personnel. The Company also depends on its ability to attract and retain highly
skilled personnel. Competition for employees in this market is high and there
can be no assurance that the
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<PAGE>
Company will be able to attract and retain the employees needed. In addition,
past financial performance of the Company may limit the ability to hire and
retain management professionals.
Environmental. The Company is subject to local and federal laws and
regulations regarding the use, storage and disposition of inks used with the
Company's print products. Although the Company believes it is in compliance
with all such laws and regulations, and the Company is not aware of any notice
or complaint alleging any violation of such laws or regulations, there can be
no assurance that there will not be some accidental contamination, disposal or
injury from the use, storage, or disposition of inks or other materials used in
the Company's operations. In the event of such accident, the Company could be
held liable for any damages that result and any such liability could have a
material adverse effect on the Company's financial condition. In addition,
there can be no assurance that the Company will not be required to comply with
environmental claims, laws, or regulations in the future which could result in
significant costs which could materially adversely affect the Company's
financial condition.
Volatility of Stock Price. The trading price of the Company's common
stock is subject to wide fluctuations in response to variations in operating
results, changes in the laws or regulations to which the company may be subject,
announcements of new products or technological innovations by the Company or
its competitors, overall economic conditions and indicators, market conditions
unrelated to Company performance, and general conditions in the industry.
Factors such as quarterly variation in actual or anticipated operating results,
changes in earnings estimates by analysts, and analysts' reactions to Company
statements and actions also contribute to stock price fluctuations. In
addition, the prices of securities of many high technology companies have
experienced significant volatility in recent years for reasons frequently
unrelated to the operating performance of the specific companies. These
fluctuations may materially affect the market price of the Company's common
stock.
One time in the past, following fluctuations in the market price of the
Company's stock, a securities action was commenced alleging that the Company and
certain insiders had knowledge of certain material, adverse information about
the Company prior to the time that such information allegedly caused a drop in
the market price of the stock. Because the Company's stock has historically
fluctuated significantly, it is possible that following a significant change in
the market price of the stock another securities action could be commenced
against the company. Such action, whether commenced by one or more individuals,
or by a class of securities holders, could result in substantial costs and
diversion of management's attention and resources and thereby cause an adverse
effect on the business and financial performance of the Company.
LASERMASTER TECHNOLOGIES, INC.
GENERAL
LaserMaster Technologies, Inc. (the "Company") designs, develops,
manufactures and markets wide-format (up to 54") digital color printers and
chemical-free filmsetters for professional printing applications. In addition,
it sells all related consumables for its installed base of printing products,
consisting primarily of ink, media, film, process units and toner. The Company's
products combine advanced computer technology with the Company's own
sophisticated software, hardware and proprietary print engines to produce
professional-quality printed output at an affordable cost. The Company's
DisplayMaker(R) Professional, DesignWinder(TM) and DisplayMaker Express Big
Color(R) wide-format digital inkjet color printers are designed to be cost-
effective solutions for the short-run digital printing of photo-realistic, wide-
format color output. The Company's Halon(TM) product provides users with an
interface from their print server to various color laser copiers including those
produced by Canon, Kodak and Xerox. The PressMate(TM)-FS proprietary desktop
chemical-free FilmSetter(TM) is capable of dry film output with effective
resolution of 2400 dots per inch. The ColorMark(R) Pro 1600 Print Server is a
raster image processor which is capable of supporting a combination of
DisplayMaker Professional, DesignWinder and DisplayMaker Express printers,
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<PAGE>
PressMate-FS Personal FilmSetters(TM), and Halon color laser copier interfaces
simultaneously as well as offering time saving features specifically designed
for high-volume, production environments. The RIPStation(TM) is an entry-level
print server which is capable of supporting one DisplayMaker Professional, one
DesignWinder or one PressMate-FS.
The primary users of the Company's products are commercial printers
reprographic service bureaus, photo labs, quick printers, exhibit builders,
in-house print shops, printers, publishers, government and educational
facilities and corporate marketing departments. Applications include point of
purchase signs, trade show exhibit graphics, banners, billboards, courtroom
graphics, pre-press proofing (proofs or other quick output to demonstrate
concepts for advertising or graphics layouts), digital photo imaging and lighted
signage.
The Company's products are primarily sold through the Company's direct
telemarketing sales force, supplemented by a network of dealers and value-added
distributors in certain geographic markets throughout the world. The Company's
sales efforts are supported by a direct mail marketing program designed to
achieve frequent contact with its potential customers. The Company complements
its direct mail efforts by advertising in trade journals and by exhibiting
regularly at industry trade shows.
The Company's domestic offices are in Eden Prairie, Minnesota. The
Company's European sales subsidiary is headquartered in Amsterdam, The
Netherlands.
RECENT DEVELOPMENTS
The Company introduced its DesignWinder printer at the Seybold conference
held September 7 through September 11, 1996. DesignWinder is a drum-based, 36-
inch wide, color inkjet printer that was designed by the Company. DesignWinder
utilizes an eight printhead station architecture to produce photo-realistic
prints, digital art, displays and signage. The high-precision design provides
superior dot placement, accuracy and repeatability that the Company does not
believe was previously attainable in traditional inkjet plotter-styled devices.
The Company expects to commence initial shipments of a limited number of the
DesignWinder units to technology partners during the month of October 1996.
In September 1996, the Company privately placed 2,285,715 shares of its
common stock for a purchase price of $4.375 per share, together with warrants
to purchase an additional 2,285,715 shares with an exercise price of $7.00 per
share, and 410,256 shares at $4.875 per share together with warrants to purchase
an additional 471,286 shares at $6.79 per share, for aggregate consideration of
$12 million. Of such shares, 1,371,429 shares were sold to Sihl-Zurich Paper
Mill on Sihl AG, a Swiss corporation ("Sihl"), for $6 million, $2.2 million of
which is represented by a promissory note that was due when a promissory note
from a group of entities affiliated with TimeMasters, Inc. (the "TimeMasters
Group") was paid, 410,256 shares were sold to General Electric Capital
Corporation for $2 million, $1 million of which was represented by a promissory
note that was due when the note to the TimeMasters Group was paid, and 914,286
shares were purchased by the TimeMasters Group for $4 million all of which was
initially represented by a promissory note. Both Sihl and the TimeMasters Group
pledged the shares and warrants they purchased to secure their promissory notes
and the TimeMasters Group also secured its notes by a mortgage on real estate.
The TimeMasters Group sold real estate investments to finance payment of $2.2
million of its promissory notes in October. After such payment by TimeMasters,
Sihl and GECC paid the remaining sums owing under their promissory notes and
the securities held as collateral were released. TimeMasters has committed to
pay the remaining $1.8 million or offset such amount against obligations of a
subsidiary of the Company, by November 15, 1996.
The warrants issued have a term of eight years and may be exercised at
any time. The agreement pursuant to which such shares and warrants were
purchased provides for both incidental and demand registration rights for a
period of ten years from the closing date of the transaction. Additionally,
it provides to Sihl a right to first refusal to purchase a pro rata portion
(based on the
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<PAGE>
ratio of number of shares Sihl owns or has the right to purchase
to all shares of the Company that are outstanding or subject to options,
warrants or convertible securities), of any securities (subject to certain
exceptions) that the Company proposes to issue until Sihl's percentage ownership
declines below 10%.
The Company also entered into a strategic alliance with Sihl, a leading
manufacturer of specialty papers and coatings. The Company and Sihl will
collaborate on research and development and marketing in order to develop new
media and specialty coatings which are intended to address the rapid growth of
the graphics and photo realistic segments of the inkjet printing industry.
SELLING SHAREHOLDERS
The following table sets forth certain information as to the maximum number
of Shares that may be sold by each of the Selling Shareholder pursuant to this
Prospectus.
Number of
Shares Offered
Name Hereby
---------------------- --------------
Marubeni International
Electronics Corporation.... 518,530
- -------------
The Selling Shareholder is a former trade creditor of the Company. On
September 12, 1996, and in accordance with a Debenture Exchange and Trade Debt
Settlement Agreement, the Selling Shareholder agreed to exchange the principal
amount of and any accrued interest on its trade indebtedness ($2,527,829 as of
such date) for a Convertible Subordinated Debenture (the "Debenture") of like
principal amount. See "Description of the Debenture."
DESCRIPTION OF THE DEBENTURE
The Debenture provides for simple interest at 8% per annum and is payable
on the second anniversary of the date of issue. The Debenture is subordinated
to all indebtedness of the Company to financial institutions for borrowed money,
including indebtedness to the Company's principal commercial lender and to
TimeMasters, Inc., an affiliate of the Chief Executive Officer of the Company.
The Debenture is prepayable at any time.
The Debenture is convertible in whole or in part into common stock of the
Company at $6.00 per share, at any time that the market price of the Company's
Common Stock is less than $6.00 per share. The Debenture is automatically
converted at the rate of 30,000 shares a week at the market price of the common
stock at any time that the market price equals or exceeds $6.00 per share.
Further, in the event that less than a certain threshold number of shares are
issued upon conversion of the Debenture during any of the four quarters of
calendar 1997, that threshold number of shares will be issued upon automatic
conversion of the Debenture in two installments during the first and second
weeks after the Company's earnings release in the next following quarter. For
all such purposes, the "market price" of the Company's common stock will be
equal to the last sale price quoted by the Nasdaq National Market on the last
trading day prior to such determination. The threshold amount of shares for the
mandatory conversion is 75,000 shares during the quarter ending March 31, 1997,
100,000 during the quarter ending June 30, 1997, 125,000 shares during the
quarter ending September 30, 1997 and 150,000 during the quarter ending December
31, 1997.
The Debenture prohibits the resale of more than 30,000 shares of the common
stock acquired upon conversion thereof in any calendar week ending prior to the
scheduled maturity of the Debenture, except that up to 50% of the threshold
amount of shares may be sold in any weekly period if a portion of the Debenture
is converted mandatorily into such number of shares.
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<PAGE>
The Debenture obligates the Company to prepare and cause to become
effective a registration statement relating to the resale of the common stock
acquired upon conversion thereof and to use its best efforts to maintain the
registration statement for a period of two years. The Company has agreed to
idemnify the selling Shareholder for certain securities law liabilities in
connection with such registration statement.
Pursuant to the Debenture Exchange and Trade Debt Settlement
Agreement, and subject to certain conditions, the Company has agreed to pay to
the Selling Shareholder, the difference between the principal amount of the
Debenture and the sale proceeds received by Marubeni from resale of common stock
acquired upon mandatory conversion of the Debenture.
PLAN OF DISTRIBUTION
The Shares will be offered and sold by the Selling Shareholder for its
own account. The Company will not receive any proceeds from the sale of the
Shares pursuant to this Prospectus. The Company has agreed to pay the expenses
of registration of the Shares, including the Company's legal and accounting
fees.
The Selling Shareholder may offer and sell the Shares from time to
time in transactions on the Nasdaq National Market, in brokerage transactions at
prevailing market prices or in transactions at negotiated prices. Sales may be
made to or through brokers or dealers who may receive compensation in the form
of discounts, concessions or commissions from the Selling Shareholder or the
purchasers of Shares for whom such brokers or dealers may act as agent or to
whom they may sell as principal, or both. As of the date of this Prospectus, the
Company is not aware of any agreement, arrangement or understanding between any
broker or dealer and the Selling Shareholder.
The Selling Shareholder and any brokers or dealers acting in
connection with the sale of the Shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and any profit realized by them on the resale
of Shares as principals may be deemed underwriting compensation under the
Securities Act.
EXPERTS
The consolidated financial statements and related financial statement
schedules incorporated in this Prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended June 30, 1996, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports which
are incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed upon for the
Company by Dorsey & Whitney LLP, 220 South Sixth Street, Minneapolis, Minnesota
55402.
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<PAGE>
===============================================================================
No dealer, salesperson or any other person
has been authorized to give any information or
to make any representations other than those
contained in this Prospectus, and, if given or
made, such information or representations must
not be relied upon as having been authorized by
the Company, any Selling Shareholder or any
other person. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to
buy to any person in any jurisdiction in which
such offer or solicitation would be unlawful or
to any person to whom it is unlawful. Neither
the delivery of this Prospectus nor any offer
or sale made hereunder shall, under any
circumstances, create any implication that there
has been no change in the affairs of the Company
or that the information contained herein is
correct as of any time subsequent to the date
hereof.
__________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information............................ 2
Incorporation of Certain Documents By Reference.. 2
Risk Factors..................................... 3
LaserMaster Technologies, Inc.................... 9
Selling Shareholder.............................. 11
Description of the Debentures.................... 11
Plan of Distribution............................. 12
Experts.......................................... 12
Legal Matters.................................... 12
</TABLE>
================================================================================
================================================================================
518,530 Shares
LASERMASTER TECHNOLOGIES, INC.
Common Stock
____________
PROSPECTUS
____________
, 1996
================================================================================
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee.......... $ 872.00
Accounting Fees and Expenses.. 2,000.00
Legal Fees and Expenses....... 7,000.00
Miscellaneous................. 1,128.00
----------
Total.................... $10,000.00
</TABLE>
All fees and expenses other than the SEC registration fee are
estimated. The expenses listed above will be paid by the Company.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of such person against
judgments, penalties, fines (including, without limitation, excise taxes
assessed against such person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan; (2) acted in good faith; (3) received no
improper personal benefit and Section 302A.255 (with respect to director
conflicts of interest), if applicable, has been satisfied; (4) in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and (5) reasonably believed that the conduct was in the best interests
of the corporation in the case of acts or omissions in such person's official
capacity for the corporation or reasonably believed that the conduct was not
opposed to the best interests of the corporation in the case of acts or
omissions in such person's official capacity for other affiliated organizations.
Article IX of the Bylaws of LMT provides that LMT shall indemnify officers and
directors to the extent permitted by Section 302A.521 as now enacted or
hereafter amended.
LMT also maintains an insurance policy or policies to assist in
funding indemnification of directors and officers for certain liabilities.
ITEM 16. LIST OF EXHIBITS
4.1 Convertible Subordinated Debenture September 12, 1996
(incorporated by reference to Exhibit 10.4 to the Company's
Form 10-K for the year ended June 30, 1996)
4.2 Debenture Exchange and Trade Debt Settlement Agreement dated
September 12, 1996 between Marubeni International Electronics
Corporation and the Company (incorporated by reference to
Exhibit 10.3 to the Company's Form 10-K for the year ended June
30, 1996)
5 Opinion of Dorsey & Whitney LLP regarding legality.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 to this
Registration Statement).
24 Power of Attorney (included on signature page).
II-1
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change to such information 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) under the Securities Act 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 in the information set forth in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against 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
II-2
<PAGE>
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on October 15, 1996.
LASERMASTER TECHNOLOGIES, INC.
By /s/ Melvin L. Masters
----------------------------------
MELVIN L. MASTERS
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
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. Each person whose signature to this
Registration Statement appears below hereby constitutes and appoints Melvin L.
Masters and Robert Wenzel, and each of them, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution, to sign on his or
her behalf individually and in the capacity stated below and to perform any acts
necessary to be done in order to file all amendments and post-effective
amendments to this Registration Statement, and any and all instruments or
documents filed as part of or in connection with this Registration Statement or
the amendments thereto, and each of the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his or her substitutes,
shall do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Melvin L. Masters Chairman, President, Chief Executive October 15, 1996
- ------------------------- Officer and Director
Melvin L. Masters (principal executive officer)
/s/ Lawrence J. Lukis Chief Technical Officer October 15, 1996
- ------------------------- and Director
Lawrence J. Lukis
/s/ Timothy Thurn Treasurer October 15, 1996
- ------------------------- (principal financial officer
Timothy Thurn
Director October , 1996
- -------------------------
Ralph D. Rolen
Director October , 1996
- -------------------------
Jean-Louis Gassee
/s/ Robert Wenzel Director October 15, 1996
- -------------------------
Robert Wenzel
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
NO.
5 Opinion of Dorsey & Whitney LLP regarding legality............
23.1 Consent of Deloitte & Touche LLP..............................
<PAGE>
Exhibit 5
[Dorsey & Whitney LLP Letterhead]
LaserMaster Technologies, Inc.
7090 Shady Oak Road
Eden Prairie, Minnesota 55334
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to LaserMaster Technologies, Inc., a
Minnesota corporation (the "Company"), in connection with a Registration
Statement on Form S-3 (the "Registration Statement") to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to the sale of up to 518,530 shares of common stock of the Company, par
value $.01 per share ("Common Stock"), of which all such shares will be sold
from time to time by the Selling Shareholder named in the Registration
Statement, on the Nasdaq National Market or otherwise, directly or through
underwriters, brokers or dealers.
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of our
opinions set forth below. In rendering our opinions set forth below, we have
assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures and the conformity to authentic originals of all
documents submitted to us as copies. We have also assumed the legal capacity for
all purposes relevant hereto of all natural persons and, with respect to all
parties to agreements or instruments relevant hereto other than the Company,
that such parties had the requisite power and authority (corporate or otherwise)
to execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the shares of
Common Stock to be sold by the Selling Shareholder pursuant to the Registration
Statement have been duly authorized by all requisite corporate action and, are
validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to our firm under the heading
"Legal Matters" in the Prospectus constituting part of the Registration
Statement.
Dated: October 22, 1996
Very truly yours,
/s/ Dorsey & Whitney LLP
TOM
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
LaserMaster Technologies, Inc. on Form S-3 of our reports dated August 9, 1996
appearing in and incorporated by reference in the Annual Report on Form 10-K of
LaserMaster Technologies, Inc. for the year ended June 30, 1996 and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
the Registration Statement.
Deloitte & Touche, LLP
Minneapolis, Minnesota
October 21, 1996
