<PAGE>
As filed with the Securities and Exchange Commission on October 27, 1997
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------------
RINGER CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 41-0848688
(State or other jurisdiction (I.R.S Employer Identification No.)
of incorporation or organization)
9555 James Avenue South
Suite 200
Bloomington, Minnesota 55431
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Mark G. Eisenschenk Copy to: Amy E. Ayotte
Ringer Corporation Dorsey & Whitney LL
9555 James Avenue South, Suite 200 220 South Sixth Street
Bloomington, Minnesota 55431 Minneapolis, MN 55402
(612) 703-3300 (612) 340-6323
(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. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================
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) 220,000 $1.8125 $398,750 $121
=======================================================================================
</TABLE>
* Estimated solely for purposes of computing the registration fee and based
upon the average of the high and low sales prices for such Common Stock on
October 22, 1997, as reported on the Nasdaq Stock Market.
----------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
PROSPECTUS
RINGER CORPORATION
----------------------------
220,000 SHARES OF
COMMON STOCK
($.01 PAR VALUE)
----------------------------
This Prospectus relates to an aggregate of 220,000 shares (the "Shares")
of Common Stock, par value $.01 per share (the "Common Stock"), of Ringer
Corporation, a Minnesota corporation (the "Company"), that may be sold from time
to time by the shareholder named herein (the "Selling Shareholder"). See
"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 legal and accounting fees.
Any or all of the Shares may be offered from time to time in transactions
on the National Market Segment of the Nasdaq Stock 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 National Market Segment of the Nasdaq
Stock Market. On October 23, 1997, the last sale price of the Common Stock as
reported on the Nasdaq Stock Market was $1.8125 per share.
----------------------------
THE ACQUISITION AND OWNERSHIP OF THE COMMON STOCK INVOLVE SUBSTANTIAL
RISK FACTORS. THE COMMON STOCK SHOULD BE PURCHASED ONLY BY INVESTORS WHO
ARE ABLE TO AFFORD THE RISK OF LOSS OF THEIR ENTIRE INVESTMENT.
(SEE "RISK FACTORS" ON PAGE 4.)
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 _____________, 1997.
<PAGE>
TABLE OF CONTENTS
PAGE
Available Information....................................... 2
Incorporation of Certain Documents
by Reference........................................... 3
Risk Factors................................................ 4
Ringer Corporation.......................................... 6
Selling Shareholders........................................ 8
Plan of Distribution........................................ 8
Certain Recent Events....................................... 8
Experts..................................................... 9
Legal Matters............................................... 9
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"). 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. 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. 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. A copy of the
Registration Statement is also available on the Commission's EDGAR site on the
World Wide Web at: http:\\www.sec.gov. In addition, the Common Stock of the
Company is listed on the Nasdaq Stock Market and proxy statements and other
information concerning the Company can also be inspected at such exchange.
2
<PAGE>
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-KSB for the year ended September 30,
1996;
(b) the Quarterly Reports on Form 10-QSB for the quarters ended
December 31, 1996, March 31, 1997 and June 30, 1997;
(c) the Current Report on Form 8-K filed on April 15, 1997, as
amended on June 16, 1997;
(d) the Company's Proxy Statement relating to the Special Meeting of
Shareholders to be held on December 8, 1997; and
(e) the description of the Common Stock contained in any registration
statement or report filed by the Company under the Securities Exchange Act
of 1934, including any amendment or report filed for the purpose of
updating 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 Shares 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 Mark G. Eisenschenk, Chief Financial Officer, Ringer Corporation,
9555 James Avenue South, Suite 200, Bloomington, Minnesota 55431, telephone
number (612) 703-3300.
The Company's principal executive offices are located at 9555 James Avenue,
Suite 200, Bloomington, Minnesota 55431, (telephone number (612) 703-3300). For
further information concerning the Company, see the documents incorporated by
reference herein as described under "Incorporation of Certain Documents by
Reference."
3
<PAGE>
RISK FACTORS
Prospective investors in the shares offered hereby should carefully
consider the following risk factors in addition to the other information
appearing in or incorporated by reference in this Prospectus.
Absence of Profitable Operations. Ringer Corporation has reported losses
during each year since it became a public company in 1990. As of June 30, 1997,
the Company reported an accumulated deficit of $21,877,054. Losses may continue
if the Company is unable to achieve its projected sales, gross margins and
expense levels.
Seasonality; Weather Conditions. The Company's business is highly
seasonal, with over 80% of sales occurring in the second and third fiscal
quarters. Unexpected production or transportation difficulties occurring at the
time of peak production could cause sales losses which could not readily be
reversed. In addition, the Company's business is affected by the weather. Poor
weather has resulted in the past and may in the future result in reduced
purchases of the Company's products.
Manufacturing. Ringer relies upon third parties for the majority of its
product manufacturing, formulation and packaging. Although the Company believes
that most of its manufacturing does not require specialized technical expertise
and that it currently has arrangements with suppliers adequate for its
requirements, failure of a third party supplier to perform could cause short-
term supply interruptions. Such supply interruptions could adversely affect the
Company's ability to deliver product and, during a period of peak production,
could adversely affect results of operations.
Market Acceptance. The Company's business has traditionally been based on
environmentally sensitive fertilizers and pesticides. Recently, the Company has
shifted its focus to the acquisition of traditional synthetic pesticide product
lines. The Company intends to utilize its acquired synthetic product lines as
vehicles to develop, manufacture and market products based upon its patented,
hybrid fatty acid/traditional pesticide technologies. The Company's future
success depends upon its ability to successfully develop and manufacture
products incorporating such technologies and upon market acceptance of such
hybrid products. The Company's success is also dependent upon its ability to
successfully market the synthetic pesticide product lines it has acquired or may
acquire in the future as well as its environmentally sensitive lines of
pesticides and fertilizers.
Competition. The Company faces significant competition from numerous
manufacturers and marketers participating in the pesticide and fertilizer
industries, several of which significantly dominate their respective markets and
many of which have substantially greater financial, technical, marketing and
other resources than the Company. The Company's environmentally sensitive
products generally cost more than those of their conventional chemical
counterparts and, therefore, the Company is generally not able to compete on
pricing alone.
Acquisition Strategy. The Company has in the past and intends to continue
in the future to pursue acquisitions of companies with related or complementary
product lines. Future acquisitions by the Company may result in potentially
dilutive issuances of equity securities, the incurrence of additional debt and
amortization expenses related to goodwill and intangible assets that could
adversely affect the Company's results of operations. In addition, acquisitions
involve numerous risks, including difficulties in the assimilation of the
operations and products of the acquired company, the diversion of management's
attention from other business concerns and the potential loss of key employees
of the acquired company. The Company currently is party to a merger agreement
which the Company anticipates will be consummated in December 1997. See
"Certain Recent Developments - Acquisition of Southern Resources, Inc."
Management of Growth. If the Company is successful in pursuing its
acquisition strategy, the Company may experience rapid growth which may place a
significant strain on the Company's limited personnel and other resources. The
Company's ability to manage its growth effectively will require it to continue
to improve its operational, financial and management systems, and to
successfully train, motivate and manage its employees. If the Company's
management is unable to manage growth effectively, the Company's financial
condition could be adversely affected.
4
<PAGE>
Government Regulation; Product Approval. Government regulation in the
United States and other countries is a significant factor in the research,
development, production and marketing of pesticides and, to a lesser extent,
fertilizers. To develop and sell a pesticide product, federal and state product
registration must be obtained for each pest and plant for which the product is
used. In the United States, pesticides are regulated by the EPA under the
Federal Insecticide, Fungicide and Rodenticide Act, as amended ("FIFRA"), which
requires extensive efficacy, toxicology and environmental testing to
substantiate product performance and safety prior to registration. In addition,
many states have additional registration requirements that go beyond FIFRA.
There can be no assurance that any testing approvals or registrations will be
granted on a timely basis, if at all, or that the Company resources will be
adequate to meet the costs of regulatory compliance. Any or all of those
approvals may be the subject of disputes that could postpone or prevent
research, development, production and/or marketing of the Company's products.
The Company cannot predict the effect of future legislation and regulation on
the Company's operations.
In addition, some states have laws imposing liability on certain parties
for the release of pesticides and/or fertilizers into the environment in a
manner or in concentrations not permitted by law. The Comprehensive Environment
Response, Compensation and Liability Act, commonly know as the federal Superfund
law, imposes liability on certain parties for the release into the environment
of hazardous substances, which might include fertilizers and pesticides under
certain circumstances. There can be no assurance that the Company will not be
subject to claims under such statutes.
Advertising Regulation. The labeling, packaging and advertising of all
products is subject to regulation by individual states and by the Federal Trade
Commission ("FTC"). The EPA restricts the use of such terms as "non-toxic,"
"biodegradable," "natural," "safe" and others covering product safety and the
FTC more generally supervises these and other claims to make certain advertising
is not misleading. Such restrictions and regulation may affect the manner in
which the Company markets its pest control products. While the Company's pest
control product labels have been accepted by the EPA and the Company believes
the efficacy claims in its advertising materials are consistent with EPA
guidelines and FTC regulation, there can be no assurance that EPA or FTC
regulations or interpretations may not change in the future or that the EPA, the
FTC, other regulatory bodies or competitors of the Company will not challenge
the Company's advertising claims.
Patent Protection. The Company's success depends in part on its ability to
protect its patents and other intellectual property rights. The Company owns
over 30 patents, which expire at various times during the years 2006 through
2014 and also licenses two patents. There can be no assurance that the
Company's existing or any future patents will be of sufficient scope or strength
to provide meaningful protection or any commercial advantage to the Company.
The Company may be subject to or may initiate interference proceedings in the
patent office or may be made a party to, or may initiate, litigation or other
disputes regarding intellectual property rights, which can demand significant
financial and management resources. After the expiration of the Company's
patents, competitors may be subject to fewer restrictions on duplicating its
technology. The Company is not aware of any issued patents that would prohibit
the use of any technology the Company currently has under development, but
cannot be certain that its products do not infringe upon proprietary rights held
by others.
Reliance on Commodities. Many of the Company's fertilizer products contain
materials, such as feather, blood and bone meal, which may be subject to price
fluctuation or supply shortages and are generally not traded in established
commodities markets. There can be no assurance that price fluctuations, weather
or other factors will not adversely affect the ability of the Company to obtain
these materials on a favorable basis.
Product Liability. Like most producers of consumer goods, the Company
faces the risk of exposure to product liability claims and unfavorable publicity
in the event the use of its products results in adverse effects. Although the
Company has not been subject to any material claims for products liability, and
although it believes that its products do not represent any significant risk if
used as directed, there can be no assurance that it will be able to avoid
product liability exposure. Although the Company believes that it has adequate
products liability insurance, there can be no assurance that such insurance will
be adequate to cover potential future claims.
5
<PAGE>
Possible Volatility of Stock Price. The Company believes factors such as
new product announcements by the Company or its competitors, announcements of
acquisitions, and quarter-to-quarter variances in financial results could cause
the market price of the Common Stock to fluctuate substantially. In addition,
the stock market in general has experienced significant price and volume
fluctuations. These fluctuations have often been unrelated to the operating
performance of individual companies. Broad market fluctuations as well as
general economic or political conditions may adversely affect the market price
of the Common Stock.
RINGER CORPORATION
GENERAL
The Company develops, manufactures and markets a wide variety of
nationally-branded lawn, garden and turf products primarily for the retail
consumer and specialty commercial and professional markets. Its product lines
include environmentally-sensitive, patented, proprietary pesticides and
fertilizers sold under the Safer(R) and Ringer(R) brand names, as well as a full
line of traditional pesticides sold under the Dexol(R) and various private label
brand names.
The Company's environmentally-sensitive pesticides primarily use botanical
technologies to control insects, weeds and fungal diseases without harming
beneficial insect populations or leaving harmful residues on turf and garden
plants. Its environmentally-sensitive fertilizers use proprietary microbially-
based delivery systems that control release of nutrients for extended uniform
plant feeding.
The Company's traditional pesticides principally utilize synthetic
technologies commonly available to pesticide formulators. The majority of these
traditional pesticides are manufactured by the Company for distribution
primarily into the retail consumer marketplace.
The Company is headquartered in Minneapolis, MN. It maintains
manufacturing and warehousing facilities in Torrance, CA to support the Dexol(R)
and private label product lines (see "Dexol Acquisition"). It leases and
operates a distribution warehouse in Eagan, Minnesota to support the Ringer(R)
and Safer (R) branded product lines and it leases office and warehouse space in
Toronto, Ontario to support the operations of its Canadian subsidiary.
DEXOL ACQUISITION
In March 1997, the Company completed the acquisition of substantially all
the assets of Dexol, a California-based manufacturer and marketer of home and
garden pesticides sold under the Dexol(R) and various private label brand names.
Payment of the purchase price of approximately $3,013,000 was effected by: (i)
the issuance of 1,059,340 restricted shares of the Company's Common Stock valued
at $1,397,000, (ii) the issuance of a promissory note to Dexol in the principal
amount of $1,477,000 and (iii) payment of transaction costs of $139,000. In
addition, former Dexol shareholders are entitled to a performance-based earnout
of up to $455,000 payable in the Company's Common Stock if certain contingencies
are achieved.
BANK LINE OF CREDIT
In May 1997, the Company secured a three-year $25 million credit facility
from GE Capital Services. The credit facility is intended to be used to finance
the Company's seasonal working capital needs and to provide financing for future
acquisitions. The $25,000,000 credit facility replaced a $5,000,000 bank line
of credit from a previous lender.
SALES AND MARKETING
The Company's products are marketed primarily through retail distribution
channels. Retail channels consist principally of specialty lawn and garden
stores, hardware cooperatives, home centers and mass merchants. In addition,
but to a significantly lesser extent, the Company markets products through
commercial channels which include specialty distributors who sell products to
golf course turf
6
<PAGE>
management professionals. In fiscal 1997, approximately 87% of the Company's
U.S. sales were to retail markets and 3% were to U.S. commercial markets.
Approximately 10% of the Company's fiscal 1997 sales came from international
activities, which are managed by its Canadian subsidiary, Safer, Ltd., based in
Toronto, Ontario.
DISTRIBUTION AND TRANSPORTATION
To distribute its products nationally, the Company relies primarily on
common carrier transportation, leased warehouse facilities and public warehouse
services.
COMPANY PRODUCT AREAS AND TECHNOLOGIES
The Company's environmentally-sensitive pest control technologies are based
primarily on fatty acid compounds, naturally occurring plant extracts,
microorganisms, and mechanical traps. The Company holds numerous patents for
fatty acid-based pest control products and for products using fatty acid as
synergists in combination with both natural and synthetic pesticides. These
products are marketed under the Safer(R) brand name.
Its granular fertilizer technologies are based on the use of naturally
occurring soil microbes in combination with plant nutrients and high energy
carbohydrate sources which results in a superior, controlled-release fertilizer
system. These fertilizers are marketed under the Ringer(R) and Safer(R) brands.
The Company's traditional, synthetic pesticides utilize technologies
commonly available to pesticide formulators. They are manufactured principally
by the Company at its Torrance, California manufacturing facility and marketed
in the retail consumer marketplace as value brands utilizing the Company's
Dexol(R) brand name as well as several private label brand names.
The Company performs product performance testing utilizing outside contract
research and development facilities and its own laboratory in Minneapolis.
PRODUCT DEVELOPMENT
The Company's product development efforts to create new products and
enhance existing products are conducted both internally and externally. Most of
the Company's external product development, research and testing is contracted
to outside facilities including private laboratories, universities and
government researchers unaffiliated with the Company.
MANUFACTURING
The Company's products are manufactured at both its Torrance, California
manufacturing facility and by outside subcontract manufacturers. Substantially
all of its traditional synthetic pesticides are self-manufactured while all
environmentally-sensitive pest control products and fertilizers are manufactured
by subcontract manufacturers located in Missouri and Minnesota. Products for
Canadian and overseas markets are manufactured by subcontractors in Canada,
Europe and the United States.
FURTHER INFORMATION
The Company's principal executive offices are located at 9555 James Avenue
South, Bloomington, Minnesota 55431 (telephone number (612) 703-3300). For
further information concerning the Company, see the documents incorporated by
reference herein as described under "incorporation of Certain Documents by
Reference."
7
<PAGE>
SELLING SHAREHOLDER
The following table sets forth certain information, as of October 1997, as
to the Shares that may be sold by the Selling Shareholder pursuant to this
Prospectus.
NUMBER OF
SHARES
COMMON STOCK OF COMMON SHARES
OWNED PRIOR TO STOCK TO BE OWNED AFTER
THE OFFERING OFFERED OFFERING
NAME -------------- ----------- -----------
- -----
Dexol Industries, Inc. 1,059,340 220,000 839,340
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 legal and accounting fees.
The Selling Shareholder, or its pledgees, donees, transferees or successors
in interest, may offer and sell the Shares from time to time in transactions on
the Nasdaq Stock 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. There is no assurance that the Selling Shareholder will
sell any or all of the Shares offered by it.
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.
The Company has agreed to indemnify the Selling Shareholder and any
underwriter and certain control persons related to the foregoing persons against
certain civil liabilities, including liabilities under the Securities Act.
CERTAIN RECENT EVENTS
ACQUISITION OF SOUTHERN RESOURCES, INC.
On October 3, 1997, the Company signed an Agreement and Plan of Merger (the
"Merger Agreement"), by and among the Company, a wholly-owned subsidiary of the
Company (the "Merger Subsidiary") and Southern Resources, Inc. ("SRI"), pursuant
to which the Merger Subsidiary will be merged with and into SRI (the "Merger")
and SRI will become a wholly owned subsidiary of the Company.
SRI is a privately held Fort Valley, Georgia-based holding company. It owns
100% of the stock of SureCo, Inc. ("SureCo"), its operating subsidiary, and
Peach County Property, Inc. ("PCP"), a real estate subsidiary, both of which are
also located in Georgia. SureCo manufactures and markets pesticides, which it
sells under a variety of proprietary and private label brand names to commercial
and consumer
8
<PAGE>
markets throughout North America. SureCo's commercial pesticides are sold
principally under the All Pro(R) brand to distributors of specialty agricultural
products and to distributors of professional applicator products and represented
approximately $10 million in sales in the fiscal year ended September 30, 1997.
Consumer products are sold into the consumer retail market principally under
SureCo's Rigo/Black Leaf(R) brand as well as under various private label store-
brands and represented sales in fiscal 1997 of approximately $9 million. SureCo
also manufactures pesticidal products under contract packaging arrangements for
other pesticide marketers, which generated approximately $6 million in fiscal
1997 sales.
In the Merger, each outstanding share of common stock of SRI will be
converted into the right to receive 11,000 shares of the Company's Common Stock.
A total of 5,500,000 shares of the Company's Common Stock will be issued in
connection with the Merger.
The Merger is subject to various closing conditions, including the absence of
any event that would have a material adverse effect on the assets, properties,
liabilities, obligations, financial condition, results of operations or business
of SRI. The Merger is also subject to approval of the shareholders of the
Company. The Company has filed a Proxy Statement (the "Proxy Statement") with
the Securities and Exchange Commission (the "SEC") relating to a special meeting
of shareholders of the Company called for the purpose of approving the Merger,
which Proxy Statement more fully describes the Merger and which is incorporated
herein by reference. See the Proxy Statement for a more complete description of
the terms of the Merger.
EXPERTS
The financial statements of the Company incorporated in this prospectus by
reference from the Company's Annual Report on Form 10-KSB for the year ended
September 30, 1996, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report which is incorporated herein by reference,
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
The financial statements of Southern Resources, Inc. and subsidiaries
incorporated in this prospectus by reference from the Company's Proxy Statement
relating to a Special Meeting of Shareholders to be held on December 8, 1997,
have been audited by Smith & Howard, P.C., independent auditors, as stated in
their report which is incorporated herein by reference, in reliance upon the
report 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.
9
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee.......... $ 121
Accounting Fees and Expenses.. 3,000
Legal Fees and Expenses....... 7,000
-------
Total.................... $10,121
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 DIRECTORS AND OFFICERS
Article Seven of the Company's Restated Articles of Incorporation provides
that a director shall not be liable to the Company or its stockholders for
monetary damages for a breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its shareholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Sections
302A.559 or 80A.23 of the Minnesota Statutes, (iv) for any transaction from
which the director derived an improper personal benefit, or (v) for any act or
omission occurring prior to the date when such Article Seven became effective.
The Restated Bylaws of the Company provide that the officers and directors of
the Company and certain others shall be indemnified to substantially the same
extent permitted by Minnesota law.
Section 302A.521 of the Minnesota Business Corporation Act provides that a
corporation shall indemnify any person who was or is made or is threatened to be
made a party to any proceeding, by reason of the former or present official
capacity (as defined) of such person, against judgments, penalties, fines,
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding if
certain statutory standards are met. "Proceeding" means a threatened, pending
or complete civil, criminal, administrative, arbitration or investigative
proceeding, including one by or in the right of the corporation. Section
302A.521 contains detailed terms regarding such right of indemnification and
reference is made thereto for a complete statement of such indemnification
rights.
The Company maintains a standard policy of officers' and directors'
insurance.
ITEM 16. LIST OF EXHIBITS
4 Specimen Certificate of Common Stock (incorporated by reference to
Exhibit 4.1 of the Company's Registration Statement on Form S-18, SEC
File No. 33-36205-C.)
5 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Smith & Howard, P.C.
23.3 Consent of Dorsey & Whitney LLP (included in Exhibit 5 to this
Registration Statement).
24 Power of Attorney.
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 most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(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 (1)(i) and (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 purposes 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 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 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.
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<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 a registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bloomington, State of Minnesota, on October 27, 1997.
RINGER CORPORATION
By /s/ Stanley Goldberg
----------------------------------------
Stanley Goldberg
President and CEO
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on October 27, 1997.
Signature Title
- --------- -----
/s/ Stanley Goldberg Chairman, President and CEO
- ------------------------ (principal executive officer)
Stanley Goldberg
/s/ Mark G. Eisenschenk Executive Vice President and
- ------------------------ Chief Financial Officer
Mark G. Eisenschenk (principal financial officer)
/s/ Joseph R. Price Vice President Finance
- ------------------------ (principal accounting officer)
Joseph R. Price
Gordon F. Stofer* Chairman of the Board and Director
Robert W. Fischer Director
Donald E. Lovness* Director
Richard Mayo* Director
Dr. Franklin Pass* Director
John F. Hetterick Director
Frederick F. Yanni, Jr.* Director
*By /s/ Stanley Goldberg Attorney-in-fact
--------------------
Stanley Goldberg
<PAGE>
Exhibit 5
Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, Minnesota 55402
Ringer Corporation
9555 James Avenue South, Suite 200
Bloomington, MN 55431
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Ringer Corporation, 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
220,000 shares (the "Shares") of common stock of the Company, par value $.01 per
share, which will be sold from time to time by the shareholder named in the
Registration Statement (the "Selling Shareholder"), on the Nasdaq Stock 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.
<PAGE>
Ringer Corporation
October 24, 1997
Page 2
Based on the foregoing, we are of the opinion that the Shares to be
sold by the Selling Shareholder pursuant to the Registration Statement are duly
authorized by all requisite corporate action, 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 27, 1997
Very truly yours,
/s/ Dorsey & Whitney LLP
AEA
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Ringer Corporation on Form S-3 of our report dated December 3, 1996 (December
12, 1996 as to Note 13), appearing in the Proxy Statement relating to the
Special Meeting of Shareholders to be held on December 8, 1997, and the Annual
Report on Form 10-KSB of Ringer Corporation for the year ended September 30,
1996 and to the reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
October 27, 1997
<PAGE>
Exhibit 23.2
Auditor's Consent
We have issued our report dated September 29, 1997 accompanying the
financial statements of Southern Resources, Inc. and Subsidiaries included in
the Proxy Statement of Ringer Corporation relating to a Special Meeting of
Shareholders of Ringer Corporation to be held on December 8, 1997 and
incorporated by reference in this Registration Statement on Form S-3. We
consent to the incorporation by reference of said report included in such proxy
statement, and to the use of our name as it appears under the caption "Experts."
SMITH & HOWARD, P.C.
/s/ Smith & Howard
Atlanta, Georgia
October 27, 1997
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Stanley Goldberg and Mark G.
Eisenschenk his true and lawful attorneys-in-fact and agents, with full powers
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to execute a Registration Statement on Form S-3 to be
filed under the Securities Act of 1933, as amended, for the registration the
resale of 220,000 shares of Common Stock of Ringer Corporation by the Selling
Shareholder named therein, and any and all post-effective amendments thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: October 27, 1997
/s/ Stanley Goldberg /s/ Gordon F. Stofer
- ------------------------ ---------------------------
Stanley Goldberg Gordon F. Stofer
/s/ Richard Mayo /s/ Mark G. Eisenschenk
- ------------------------ ---------------------------
Richard Mayo Mark G. Eisenschenk
/s/ Joseph R. Price /s/ Donald E. Lovness
- ------------------------ ---------------------------
Joseph R. Price Donald E. Lovness
/s/ Dr. Franklin Pass
- ------------------------ ---------------------------
Dr. Franklin Pass John F. Hetterick
- ------------------------
Robert W. Fischer
