As filed with the Securities and Exchange
Commission on April 17, 1997
Registration No. 333-4523
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EXCEL TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 11-2780242
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
J. DONALD HILL,
PRESIDENT
Excel Technology, Inc.
45 Adams Avenue 45 Adams
Avenue
Hauppauge, New York 11788 Hauppauge, New
York 11788
(516) 273-6900 (516) 273-6900
(Address, including zip code, and (Name, address,
including zip
telephone number, including area code, and
telephone number,
code, of Registrant's principal including area
code, of
executive offices) agent for service)
Copies of all communications, including all communications sent to
the agent for service, should be sent to:
LEONARD J. BRESLOW, ESQ.
Breslow & Walker, LLP
875 Third Avenue
New York, New York 10022
(212) 832-1930
Approximate date of commencement of proposed sale to the
public:
As soon as practicable after this Registration Statement becomes
effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, 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.[ ]_________
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 becomes effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S>
<C>
Title of Each Class of Securities
to be Registered<PAGE>
<C>
Amount
to be
Registered
<C>
<PAGE>
Proposed
Maximum
Offering
Price Per
Share<PAGE>
<C>
Proposed
Maximum
Aggregate
Offering Price<PAGE>
<C>
Amount of
Registration
Fee<PAGE>
Common Stock, par value $0.001 per share (1)<PAGE>
265,100<PAGE>
$8.625(1)<PAGE>
$2,286,488<PAGE>
$789<PAGE>
Total Registration Fee . . . . . . . .<PAGE>
$789
_______________
<FN>
<F1>
(1) Estimated solely for the purpose of calculating the
amount of the registration fee pursuant to Rule 457(c)
under the Securities Act of 1933, as amended.
Represents the average of the high and low prices of the
Common Stock as quoted on NASDAQ on November
20, 1996.
</FN>
</TABLE>
Pursuant to Rule 416 of the Securities Act of 1933, this
Registration Statement also relates to such additional
indeterminate number of shares of Common Stock as may
become issuable by reason of stock splits, dividends and
similar adjustments, in accordance with the anti-dilution
provisions of the warrants.<PAGE>
Subject to Completion, Dated April 17, 1997
EXCEL TECHNOLOGY, INC.
265,100 Shares of Common Stock
________________________
This Prospectus covers 265,100 shares (the "Shares") of
common stock, par value $.001 per share (the "Common
Stock"), of Excel Technology, Inc. (the "Company"), which may
be sold, from time to time, by the selling stockholders named
herein (the "Selling Stockholders"). The Shares have been
issued or are issuable to the Selling Stockholders pursuant to the
exercise of warrants (the "Warrants") of the Company. The
Company has received or will receive various amounts ranging
from $4.00 to $6.375 per Share, subject to adjustment, upon the
exercise of the Warrants.
The Common Stock is traded on the NASDAQ National
Market System (the "NASDAQ/NMS") under the symbol XLTC,
and on April 15, 1997, the last sale price of the Common Stock
was $8.313 per share.
SEE "RISK FACTORS" COMMENCING ON PAGE 6 OF
THE PROSPECTUS FOR CERTAIN CONSIDERATIONS
RELEVANT TO AN INVESTMENT IN THE COMMON
STOCK.
THE SECURITIES TO BE ISSUED PURSUANT TO
THIS PROSPECTUS HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR BY ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is _________, 1997<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"). Reports, proxy
statements and other information filed by the Company can be
inspected and copied at the public reference facilities maintained
by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 and at the following Regional Offices of the Commission:
Chicago Regional Office, Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511, and New York
Regional Office, 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material 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 Commission maintains a Web site (located at
http://www.sec.gov.) that contains reports, proxy statements,
and other information regarding registrants that file electronically
with the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference
herein:
1. Annual Report on Form 10-K for the year
ended December 31, 1996.
2. Registration Statement on Form 8-A,
declared effective by the Commission on
June 11, 1991.
Each document filed by the Company subsequent to the
date of this Prospectus pursuant to Section 13(a), 13(c), 14, or
15(d) of the Exchange Act prior to the termination of this
offering shall be deemed to be incorporated by reference in this
Prospectus and shall be a part hereof from the date of filing for
such document.
The Company hereby undertakes to provide without
charge to each person, including any beneficial owner, to whom
a Prospectus is delivered, upon written or oral request of such
person, a copy of any and all of the information that has been
incorporated by reference in the Prospectus (not including
exhibits to the information that is incorporated by reference
unless such exhibits are specifically incorporated by reference
into the information that the Prospectus incorporates). Requests
may be made to Excel Technology, Inc. 45 Adams Avenue,
Hauppauge, New York 11788, Attn: Mr. J. Donald Hill, (516)
273-6900.
THE COMPANY
Excel Technology, Inc. designs, develops, manufactures
and markets laser systems and electro-optical components for
electronics, semiconductors, and other industrial and dental
applications. The word laser is an acronym for "Light
Amplification by Stimulated Emission of Radiation". The
essence of the laser is the ability of a photon (light energy) to
stimulate the emission of other photons, each having the same
wavelength (color) and direction of travel. The laser beam is so
concentrated and powerful that it can produce power densities
millions of times more intense than that found on the surface of
the sun, capable of cutting, welding and marking industrial
products, yet can be precisely controlled and directed, capable
of performing delicate surgery on humans.
Excel is a leader in systems and components for beam-
steered laser marking, scientific, semiconductor and other
industrial laser applications, including automated environments.
Optical components for quality control and on-line test equipment
serve many of the same internationally known entities. The
Company also manufactures and markets lasers for dentists.
Superior customer service is vital in each operating facility and
has greatly contributed to Excel's revenue growth. Moreover,
the Company hopes to enhance its growth via additional
acquisitions and alliances.
In October 1992, the Company acquired Quantronix
Corporation, a Delaware corporation (currently named
Quantronix, Inc., "Quantronix"), for Common Stock and
warrants of the Company valued at approximately $9 million, in
a transaction pursuant to which Quantronix became a wholly-
owned subsidiary of the Company. The acquisition of
Quantronix and its wholly-owned subsidiaries, Control Laser
Corporation, located in Orlando, Florida (currently a wholly-
owned subsidiary of Excel, "Control Laser"), Quantronix
GmbH, located in Germany ("Quantronix GmbH") and The
Optical Corporation, located in Oxnard, California ("Optical"),
provided the Company with its industrial, scientific and
semiconductor product lines, supplemented the Company's dental
products, and provided the Company with a significant revenue
base as well as established manufacturing, engineering,
marketing and customer service capabilities.
On February 14, 1995, the Company acquired Cambridge
Technology, Inc. ("Cambridge"), located in Cambridge,
Massachusetts. Cambridge is engaged primarily in the
manufacture of scanners which move a laser beam with speed
and precision. Systems using these scanners have applications
in laser marking and etching, high density laser printing and
writing, digitized x-ray imaging, and entertainment laser light
shows and displays. The Company believes that this acquisition
should allow it to expand into new markets as well as enhance
its present market position in the industrial marketplace. The
Company acquired all of the outstanding shares of capital stock
of Cambridge in exchange for $4,750,000, consisting of
$4,500,000 in cash (of which $3,500,000 was paid on February
14, 1995) and $250,000 in shares of Common Stock (valued as
of February 14, 1995). An additional $600,000 due to be paid
on the first anniversary date of the acquisition was paid on
March 5, 1996, and $400,000 will be paid on the second
anniversary date of the acquisition. Pursuant to the acquisition
agreement, additional payments, up to a maximum of $1,200,000
(subject to adjustment based upon Cambridge's gross margins),
are to be made if Cambridge meets certain performance goals
during the first two fiscal years after the acquisition. In
connection therewith, the Company has so far paid $731,000
based on the attainment of performance goals as defined in the
acquisition agreement. The Company utilized its own cash to
finance these payments.
On October 2, 1995, the Company acquired the Photo
Research Division ("The Photo Research Division") of
Kollmorgen Instruments Corporation ("Kollmorgen"). The
Photo Research Division is engaged primarily in the business of
developing, manufacturing, and marketing photometric and
spectroradiometer instruments and systems (the "Business"). In
accordance with an Asset Purchase Agreement, dated as of
September 29, 1995, by and between Kollmorgen and Photo
Research Inc. ("Photo Research"), a wholly-owned subsidiary of
the Company formed for the purpose of effecting the acquisition,
Photo Research purchased from Kollmorgen substantially all of
the net assets and properties utilized in connection with the
Business, in consideration of $3,525,000 in cash. The Company
utilized its own cash to finance the acquisition. Subsequently,
the Company obtained a $3,500,000 five year term loan from
U.S.Trust, the proceeds of which have been utilized by the
Company to replenish its own cash used in financing the
acquisition.
Unless the context requires otherwise, as used
herein the terms "Company" and "Excel" refer to Excel
Technology, Inc., its wholly-owned subsidiaries, and the wholly-
owned subsidiaries of Quantronix. The Company's principal
executive offices are located at 45 Adams Avenue, Hauppauge,
New York 11788, and its telephone number is (516) 273-6900.
<PAGE>
THE OFFERING
Securities Offered:. . . . . . . . . . . . . . . . 265,100 shares of
Common Stock.
Shares of Common Stock Outstanding . . . . . . . . 10,447,474(1)(2)
Risk Factors . . . . . . . . . . . . . . . . . . . Investment in the
securities offered
hereby involves
certain risks. See
"Risk Factors."
NASDAQ Symbol of
Common Stock. . . . . . . . . . . . . . . . . . . XLTC
_________________
(1) Does not include (i) an aggregate of 1,378,465 shares of Common
Stock issuable upon the exercise of options granted under the
Company's 1990 Stock Option Plan, as amended, and (ii) 450,500
shares of Common Stock issuable upon the exercise of outstanding
warrants.
(2) Assumes the exercise of all of the Warrants. Also includes shares
issued upon the exercise of 1,191,856 Class B Warrants at $8.00
per share in connection with the call of such warrants which was
completed on February 21, 1997.<PAGE>
RISK FACTORS
The following factors should be carefully considered in
evaluating the Company and its business.
Uncertain Market Acceptance. The Company's overall
marketing objective is to strengthen its presence in existing
markets, and establish its market presence in other industrial
markets. With any laser technology, there is the substantial risk
that the market may not appreciate the benefits or recognize the
potential applications of the technology. Market acceptance of
the Company's laser products will depend, in large part, upon
the ability of the Company to demonstrate the potential
advantages of its laser products over other types of laser
products and over similar products manufactured by other
companies. There can be no assurance that the Company will be
able to achieve all or any of its marketing objectives, or that the
Company's products will be accepted in their intended
marketplaces on any significant basis.
Intense Competition. The laser and electro-optical
component industry generally is subject to intense competition.
The Company's current and proposed laser products will
compete with existing and proposed products marketed by other
laser manufacturers. Some of the Company's competitors are
substantially larger in size and have substantially greater
financial, managerial, technical and other resources than the
Company. There can be no assurance that the Company will
successfully differentiate its current and proposed products from
the products of its competitors or that the marketplace will
consider the Company's products to be superior to competing
products.
Technological Obsolescence. The laser industry is
characterized by extensive research and rapid technological
change. The development by others of new or improved
products, processes or technologies may make the Company's
current or proposed products obsolete or less competitive.
Compliance with Government Regulations. The Company
currently is subject to the laser radiation safety regulations of the
Radiation Control for Health and Safety Act administered by the
National Center for Devices and Radiological Health of the
United States Food and Drug Administration (the "FDA"). The
National Center for Devices and Radiological Health is
empowered to seek fines and other remedies for violations of
these regulatory requirements. Moreover, the Company's dental
laser products are subject to extensive FDA regulations
governing the use and marketing of such devices, including the
requirement that the FDA grant marketing approval of each
device for use in the treatment of humans.
Patent Protection. The Company's ability to effectively
compete with other manufactures of laser products may depend
upon the proprietary nature of its technologies. The Company
owns several patents and has other applications pending. The
Company expects to file additional patent applications in the
future. There can be no assurance, however, that other
companies are not investigating or developing other technologies
that are similar to the Company's technology, or that any
additional patents will be issued to the Company or that such
patents will afford the Company sufficiently broad patent
coverage to provide any significant deterrent to competitive
products. Even if a competitor's products were to infringe
products owned by the Company, it could be very costly for the
Company to enforce its rights in an infringement action. The
validity and enforceability of such patents may be significant to
the Company and may be important to the success of the
Company. The Company, however, believes that the best
protection of proprietary technology in the laser industry comes
from market position, technical innovation and product
performance. There can be no assurance that any of these will
be realized or maintained by the Company.
The Company has not conducted any patent searches
regarding its products and has not obtained an opinion of counsel
as to the validity of its patents or patent applications. The
Company has obtained licenses under certain patents covering
lasers and related technology incorporated into the Company's
products. However, there may be other patents covering the
Company's current or proposed products. If valid patents are
infringed, the patent owner will be able to prevent the future use,
sale and manufacture of the subject products by the Company
and also will be entitled to damages for past infringement.
Alternatively, the Company may be required to pay damages for
past infringement and license fees or royalties on future sales of
the infringing components of its systems. Infringement of any
patents also may render the Company liable to purchasers and
end-users of the infringing products. If a patent infringement
claim is asserted against the Company, then, whether or not the
Company is successful in defending such claim, the defense of
such claim may be very costly. While the Company is unable to
predict what such costs, if any, will be incurred if the Company
is obligated to devote substantial financial or management
resources to patent litigation, its ability to fund its operations and
to pursue its business goals may be substantially impaired.
Potential Product Liability. The testing and use of human
health care products entails an inherent risk of physical injury to
patients and resultant product liability litigation. In addition, the
costs of defending or settling a product liability action and the
negative publicity arising therefrom could have a material
adverse impact on the Company, even if the Company were
ultimately to prevail.
Dependence on Suppliers. The Company relies on outside
suppliers for all of its manufacturing supplies, parts and
components. Most parts and components used by the Company
currently are available from multiple sources. There can be no
assurance that, in the future, its current or alternative sources
will be able to meet all of the Company's demands on a timely
basis. Unavailability of necessary parts or components could
require the Company to re-engineer its products to accommodate
available substitutions which would increase costs to the
Company and/or have a material adverse effect on manufacturing
schedules, product performance and market acceptance.
Dependence on Foreign Sales. A significant amount of the
Company's product sales are made to customers outside the
United States. Consequently, the Company's business is subject
to the effects of any restrictions on foreign trade or investment
imposed by either the United States or foreign governments.
The Company's sales also may be adversely affected by increases
in the strength of the dollar relative to foreign currencies, which
could have the effect of increasing the costs of the Company's
products to foreign purchasers.
Adverse Consequences Associated With Reservation of
Substantial Shares of Common Stock. The Company has
reserved 714,600 shares of Common Stock for issuance upon the
exercise of outstanding warrants (including the Warrants), and
has reserved 1,378,465 shares for issuance upon the exercise of
options granted pursuant to the Company's 1990 Stock Option
Plan, as amended. The price which the Company may receive
for the Common Stock issuable upon exercise of such options
and warrants, in all likelihood, will be less than the market price
of the Common Stock at the time of such exercise.
Consequently, for the life of such options and warrants the
holders thereof are given, at little or no cost, the opportunity to
profit from a rise in the market price of the Common Stock. The
existence of all of the aforementioned securities may also
adversely affect the terms under which the Company could
obtain additional equity capital. In all likelihood, the Company
would be able to obtain additional equity capital on terms more
favorable to the Company at the time the holders of such
securities choose to exercise them. In addition, should all or
substantially all of these securities be exercised, the resulting
increase in the amount of the Common Stock in the public
market may reduce the market price of the Common Stock.
Non-Registration in Certain Jurisdictions of Shares
Underlying the Warrants. The Company would be unable to
issue the Shares underlying the Warrants unless, at the time of
exercise, (i) the Company has a current prospectus covering the
Shares issuable upon the exercise of the Warrants and (ii) such
Shares have been registered, qualified, or deemed to be exempt
under the securities laws of the state of residence of the holders
of such Warrants. There can be no assurance that the Company
will be able to have all such Shares so registered or qualified on
or before the exercise date or be able to maintain a current
prospectus relating thereto until the expiration date of the
Warrants.
Dividends On Common Stock Not Likely. The Company
has never paid any cash dividends on its Common Stock. For
the foreseeable future it is anticipated that earnings, if any,
which may be generated from the Company's operations will be
used to finance the growth of the Company and that cash
dividends will not be paid to holders of shares of Common
Stock.
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth (i) the name of each Selling
Stockholder, (ii) the number of shares of Common Stock
beneficially owned by each Selling Stockholder prior to the
offering, (iii) the number of Shares offered for each Selling
Stockholder's account, and (iv) the number of shares of Common
Stock owned of record by each Selling Stockholder after
completion of the offering, assuming all Shares are sold.
<TABLE>
<S>
<C>
Name of Selling
Stockholder<PAGE>
<C>
Number of Securities
Beneficially Owned
Prior to Offering<PAGE>
<C>
Number of Securities
Offered for Selling
Stockholder's Account<PAGE>
<C>
Number of Securities
Owned of Record
After Offering <PAGE>
Dr. Daniel Bida
Dr. Tom Chess
Donald & Co.
Dr. Steven Glassman
Flint Harner
Owen J. Jones, III
Lew Lieberbaum & Co., Inc.
Dr. Kevin O'Grady
Dr. Jack Markusen
Dr. Harvy Passes
Dr. David Roshkind
MWW/Strategic
Communications, Inc.<PAGE>
3,000
18,000
120,000
5,000
15,000
20,000
50,000
7,100
3,000
30,000
6,000
3,000 <PAGE>
3,000
3,000
120,000
5,000
15,000
20,000
50,000
7,100
3,000
30,000
6,000
3,000 <PAGE>
0
15,000
0
0
0
0
0
0
0
0
0
0
</TABLE>
The Selling Stockholders shall be entitled to receive all of
the proceeds from the sale of their shares of Common Stock.
None of the Selling Stockholders have had a material
relationship with the Company within the past three years.
<PAGE>
PLAN OF DISTRIBUTION
The Selling Stockholders may offer and sell the Shares from
time to time as market conditions permit, on the NASDAQ/NMS
or otherwise, through ordinary brokerage transactions, in
negotiated transactions, at fixed prices which may be changed,
at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, or at negotiated prices. The
Selling Stockholders may effect such transactions by selling
Shares to or through broker-dealers, and all such broker-dealers
may receive compensation in the form of discounts, concessions
or commissions from the Selling Stockholders and/or the
purchasers of the securities for whom such broker-dealers may
act as agent or to whom they sell as principal, or both (which
compensation as to a particular broker-dealer might be in excess
of customary commissions). The aforementioned methods of
sale described above may not be all-inclusive.
Any broker-dealer acquiring securities in the over-the-
counter market from the Selling Stockholder may sell the
securities either directly, in its normal market-making activities,
through or to other brokers on a principal or agency basis, or to
its customers. Any such sales may be at prices then prevailing
in the over-the-counter market, at prices related to such
prevailing market prices or at negotiated prices to its customers
or a combination of such methods. Such broker-dealers that act
in connection with the sale of the Shares hereunder might be
deemed to be "underwriters" within the meaning of Section 2(11)
of the Securities Act of 1933, as amended (the "Securities Act");
any commissions received by them and any profit on the resale
of Shares as principal might be deemed to be underwriting
discounts and commissions under the Securities Act. Any such
commissions, as well as other expenses of the holders and
applicable transfer taxes, are payable by such parties, as the case
may be.
LEGAL MATTERS
Legal matters in connection with the securities offered
hereby will be passed upon for the Company by Breslow &
Walker, LLP, 875 Third Avenue, New York, N.Y. 10022. As
of the date hereof, Howard S. Breslow, Joel M. Walker, and
Gary T. Moomjian, each of whom are partners of Breslow &
Walker, LLP own 64,000, 9,000, and 12,000 shares of Common
Stock, respectively. Howard S. Breslow is a director of the
Company.
EXPERTS
The financial statements and schedule of Excel Technology,
Inc., as of December 31, 1996 and 1995 and for each of the
years in the three-year period ended December 31, 1996, have
been incorporated by reference herein and elsewhere in this
Registration Statement in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
MATERIAL CHANGES
Jan A Melles was elected to the Company's Board of
Directors as of December 3, 1996. Since 1993, Mr. Melles has
been the President and sole shareholder of Photonics
Investments, b.v., which is engaged in investments in, and
mergers and acquisitions of, photonic companies. (Photonic
companies, like Excel, are involved in the use of photons, just
as, for example, electronics companies are involved in the use of
electrons.) From 1988 to 1990, he served as President and
Chief Executive Officer of Melles Griot Inc. ("MGI"), a division
of J. Bibby & Sons PLC, and from 1990 to 1992, he served as
Chairman and Chief Executive Officer of MGI. Mr. Melles is
a director of Mikropack GmbH, Top Sensor Systems, BV,
Synrad, Inc., Inphora, Inc., and Dynasil Corporation, a public
company which is primarily engaged in the business of fiber
optics.
On February 21, 1997, the Company completed the call of
its Class B Warrants. Of the 1,586,225 Class B Warrants that
were outstanding as of December 31, 1996, 1,191,856 were
exercised at $8.00 per share yielding net proceeds to the
Company of more than $9,000,000. The remaining Class B
Warrants were redeemed or cancelled.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange
Commission, 450 Fifth Street, N.W., Washington, D.C., a
Registration Statement on Form S-3 under the Securities Act of
1933, as amended, for the registration of the securities offered
hereby. This Prospectus, which is part of the Registration
Statement, does not contain all of the information contained in
the Registration Statement. For further information with respect
to the Company and the securities offered hereby, reference is
made to the Registration Statement, including the exhibits
thereto, which may be inspected, without charge, at the Office
of the Securities and Exchange Commission, or copies of which
may be obtained from the Commission in Washington, D.C.,
upon payment of the requisite fees. Statements contained in this
Prospectus as to the content of any contract or other document
referred to are qualified by reference to the copy of such contract
or other document filed as an exhibit to the Registration
Statement.<PAGE>
_________________________________________________
_________________________________________________
No dealer, salesperson, or other person has been
authorized in connection with this offering to give any
information or to make any representations other than those
contained in this Prospectus. This Prospectus does not
constitute an offer or a solicitation in any jurisdiction to
anyone to whom it is unlawful to make such offer or
solicitation. Neither the delivery of this Prospectus, nor any
sale made hereunder shall, under any circumstances, create
an implication that there has been no change in the
circumstances or the facts herein set forth since the date
hereof. <PAGE>
EXCEL TECHNOLOGY, INC.
___________________________
TABLE OF CONTENTS
Page
Available Information. . . . . . . . . . . . . . . . . . . 2
Documents Incorporated by Reference. . . . . . . . . . . . 2
The Company. . . . . . . . . . . . . . . . . . . . . . . . 3
The Offering . . . . . . . . . . . . . . . . . . . . . . . 5
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . 6
Selling Stockholders . . . . . . . . . . . . . . . . . . . 9
Plan of Distribution . . . . . . . . . . . . . . . . . . . 10
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . 10
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . 10
Material Changes . . . . . . . . . . . . . . . . . . . . . 10
Additional Information . . . . . . . . . . . . . . . . . . 11
<PAGE>
PROSPECTUS
___________________________
_________________________________________________
_____________, 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses of the Registrant in connection with
the issuance and distribution of the securities being registered
hereby are as follows:
Registration Fee $ 789
Accounting Fees and Expenses $ 3,000
Legal fees and expenses $ 6,000
Miscellaneous Expenses $ 1,000
Total $ 10,789
____________________________
Item 15. Indemnification of Director's and Officers.
Under Section 145 of the Delaware General Corporation
Law the registrant may or shall, subject to various exceptions
and limitations, indemnify its directors or officers and may
purchase and maintain insurance therefor.
Pursuant to Section 102(b)(7) of the Delaware General
Corporation Law, the Company has included in its Certificate of
Incorporation a provision eliminating the personal liability of
directors to the Company or its stockholders for damages for
breach of fiduciary duty. The principal effect of this provision
in the Company's Certificate of Incorporation is to eliminate
potential monetary damage actions against any director for
breach of his duties as a director except (a) for any breach of the
director's duty of loyalty to the corporation or its stockholders,
(b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) under
section 174 of the Delaware General Corporation Law, which
relates to a willful or negligent violation of section 160
(regarding the illegal purchase or redemption of stock by a
corporation) or 173 (regarding a corporations illegal declaration
or payment of dividends) of the Delaware General Corporation
Law, or (d) for any transaction from which the director for acts
or omissions occurring prior to the date of adoption of this
provision. In addition, section 145 of the Delaware General
Corporation Law empowers a corporation (a) to grant
indemnification to any officer or director where it is determined
that he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful and (b) to advance to an officer or director the expenses
of defending claims upon receipt of his undertaking to repay any
amount to which it is later determined he is not entitled. The
Company's By-laws provide that the Company will indemnify
and advance expenses of defense to its officers and directors
substantially to the full extent authorized by the Delaware
General Corporation Law.
The foregoing statement is subject to the detailed
provisions of Sections 102 and 145 of the Delaware General
Corporation Law.
Item 16. Exhibits.
Exhibit
Number Documents
*4 Form of Warrant
5 Opinion of Counsel
23 Independent
Accountants' Consent
24 Consent of Counsel
is contained in the
Opinion
of Counsel, filed as
part hereof as Exhibit 5
________________________
*Previously filed with initial Registration Statement on May 24,
1996.
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 to
include any material information with respect to the plan of
distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement; (2) that, for the purpose of determining
any liability under the Act, 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; and (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 Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than 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 final adjudication of such
issue.
<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 Amendment No. 3 to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the Town of
Hauppauge, State of New York, on April 17, 1997.
EXCEL
TECHNOLOGY, INC.
By: /s/ J. Donald Hill
Donald Hill, Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Antoine Dominic
Antoine Dominic, Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Act of
1933, Amendment No. 3 to the Registration Statement has been
signed below by the following persons in the capacities and on
the dates indicated.
Signature TitleDate
/s/ J. Donald Hill Director
April 17, 1997
J. Donald Hill
Director
Steven Georgiev
/s/ Howard S. Breslow Director
April 17, 1997
Howard S. Breslow
/s/ Antoine Dominic Director
April 17, 1997
Antoine Dominic
Director
Jan Melles
<PAGE>
EXHIBIT 5
April 17, 1997
Board of Directors
Excel Technology, Inc.
45 Adams Avenue
Hauppauge, New York 11788
Gentlemen:
It is our opinion that, under the General Corporation
Law of the State of Delaware, the securities being registered
with the Securities and Exchange Commission pursuant to the
Registration Statement of Excel Technology, Inc. on Form S-3
will, when sold, be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to
the aforesaid Registration Statement and further consent to the
reference made to us under the caption "Legal Matters" in the
Prospectus constituting part of such Registration Statement.
Very truly yours,
/s/ Breslow & Walker, LLP
Breslow & Walker, LLP<PAGE>
EXHIBIT 23
Independent Accountants' Consent
The Board of Directors
Excel Technology, Inc.:
We consent to the use of our report incorporated herein
(Amendment No. 3 to Form S-3) by reference and to the
reference to our firm under the heading "Experts" in the
prospectus.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Jericho, New York
April 16, 1997
