Registration No.
SECURITIES AND EXCHANGE COMMISSION
_________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
ARGUSS HOLDINGS, INC.
(formerly known as Conceptronic, Inc.)
(Exact name of registrant as specified in its charter)
_________________
Delaware 02-0413153
State or Jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.
One Church Street
Rockville, Maryland 20850
(301) 315-0027
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
_________________
Rainer H. Bosselmann Richard A. Krantz, Esq.
Chairman of the Board and Robinson & Cole LLP
Chief Executive Officer Financial Centre
Arguss Holdings, Inc. 695 East Main Street
One Church Street Stamford, Connecticut 06901
Rockville, Maryland 20850 (203) 462-7500
(301) 315-0027
(Names, addresses, including zip codes, and telephone numbers, including
area codes, of agents for service)
_________________
Approximate date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective when warranted
by market conditions and other factors.
_________________
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.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933, 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 of 1933, 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 under the Securities Act of 1933, please check the following box.
_________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Each Class Proposed Proposed
of Securities be Amount Maximum Maximum Amount of
to be Registered to be Offering price Aggregate Registration
Registered Per Unit* Offering Price* Fee
Common Stock, $.01 par
value per share 5,234,696 $9.19 $48,093,769.50 $14,573.87
</TABLE>
* Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h) and Rule 457(c), on the basis of the average of the
bid and asked prices of the Registrant's Common Stock on the NASDAQ
SmallCap Market on August, 5, 1997.
____________________________
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.
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.
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.
SUBJECT TO COMPLETION
DATED AUGUST 7, 1997
PROSPECTUS
ARGUSS HOLDINGS, INC.
(formerly known as Conceptronic, Inc.)
5,234,696 Shares Common Stock, par value $.01 per share
This prospectus constitutes a prospectus of Arguss Holdings,
Inc., a Delaware corporation (the "Company"), with respect to the
registration for resale under the Securities Act of 1933, as
amended (the "1933 Act"), of an aggregate of 5,234,696 shares of
the Common Stock, par value $.01 per share of the Company (the
"Common Stock"), consisting of (i) 4,000,000 shares of Common Stock
issued by the Company to the holders (the "Class A Shareholders")
of the Company's Class A Common Stock, $.01 par value per share
(the "Class A Common Stock"), in connection with the conversion of
4,000,000 shares of Class A Common Stock into 4,000,000 shares of
Common Stock, as required pursuant to the terms and conditions of
the Class A Common Stock and (ii) 534,696 shares of Common Stock
held by certain of the other selling shareholders described herein
and up to 700,000 shares of Common Stock to be issued by the
Company to TCS Communications, Inc. ("TCS") in connection with the
proposed acquisition by the Company of the assets of TCS, which
shares are expected to be distributed to certain of the other
selling shareholders described herein (the "Selling Shareholders").
In May 1997, the Company changed its corporate name from
"Conceptronic, Inc." to "Arguss Holdings, Inc." See "The Company".
The shares of Common Stock of the Company offered hereby (the
"Shares") may be sold from time to time by the Class A Shareholders
and the Selling Shareholders in brokers' transactions at prices
prevailing at the time of sale or as otherwise described in "Plan
of Distribution." The Company will not receive any of the proceeds
from the sale of the Shares.
This Prospectus has been prepared for the purpose of
registering the Shares under the 1933 Act to allow future sales by
the Class A Shareholders and the Selling Shareholders to the public
without restriction. To the knowledge of the Company, the Class A
Shareholders and the Selling Shareholders have made no arrangement
with any brokerage firm for the sale of the Shares. The Class A
Shareholders and the Selling Shareholders may be deemed to be
"underwriters" within the meaning of the 1933 Act. Any commissions
received by a broker or dealer in connection with sales of the
Shares may be deemed to be underwriting commissions or discounts
under the 1933 Act.
The Shares have not been registered for sale under the
securities laws of any state or jurisdiction as of the date of this
Prospectus. Brokers or dealers effecting transactions in the
Shares should confirm the registration thereof under the securities
laws of the states in which such transactions occur, or the
existence of an exemption from registration.
The Common Stock of the Company, including the Shares, is
listed on the NASDAQ SmallCap Market ("NASDAQ"). The last reported
sale price on the NASDAQ on August 6, 1997, was $9.00 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is ___________ , 1997
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 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 may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, and at the following Regional Office of the
Commission: New York Regional Office, 7 World Trade Center, Suite 1300, New
York, New York 10048. Copies of such material may also be obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington D.C. 20549. The Company files its reports,
proxy statements and other information with the Commission electronically.
The Commission maintains a Web site that contains reports, proxy and
information statements and other information on issuers that file
electronically with the Commission. The address of such Web site is
"http://www.sec.gov". The Company's Common Stock is listed on the NASDAQ.
Reports and other information concerning the Company can be inspected and
copied at the NASDAQ office at 1735 K Street N.W., Washington D.C. 20008.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Commission
pursuant to the 1934 Act, are hereby incorporated by reference:
1. The Annual Report on Form 10-KSB of Conceptronic, Inc. for the
fiscal year ended December 31, 1996;
2. The Current Report on Form 8-K of Conceptronic, Inc., dated March
5, 1997;
3. The Quarterly Report on Form 10-QSB of Conceptronic, Inc. for the
quarterly period ended March 31, 1997;
4. The Quarterly Report on Form 10-QSB of Arguss Holdings, Inc. for
the quarterly period ended June 30, 1997; and
5. The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A of Conceptronic, Inc., dated
October 15, 1991, filed pursuant to Section 12 of the 1934 Act
(Commission File No. 0-19589).
Each document filed subsequent to the date of this Prospectus pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the
termination of the offering made by this Prospectus shall be deemed to be
incorporated by reference in this Prospectus and shall be part hereof from
the date of filing of such document; provided, however, that the documents
enumerated above or subsequently filed by the Company pursuant to Section
13 of the 1934 Act prior to the filing with the Commission of the Company's
most recent Annual Report on Form 10-KSB shall not be incorporated by
reference in this Prospectus or be a part from and after the filing of such
Annual Report on Form 10-KSB.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which 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 has filed with the Commission a Registration Statement
(together with any amendments thereto, the "Registration Statement") under
the Securities Act, with respect to the shares of Common Stock offered
hereby. This prospectus does not contain all of the information set forth
in the Registration Statement and the exhibits and schedules thereto. Such
additional information may be obtained from the Commission's principal
office in Washington, D.C. Statements contained in this prospectus or in
any document incorporated by reference in this prospectus as to the
contents of any contract or other document referred to herein or therein
are not necessarily complete, and in each instance reference is made to the
copy of such contract or other document filed as an exhibit to the
Registration Statement or such other document, each such statement being
qualified in all respects by such references.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any document referred
to above which has been or may be incorporated in this Prospectus by
reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests for
such copies should be directed to: Secretary, Arguss Holdings, Inc., One
Church Street, Rockville, Maryland 20850, (301) 315-0027.
THE COMPANY
Arguss Holdings Inc. was incorporated under the laws of the State of
Delaware on June 1, 1987. The Company is a holding company and owns all of
the outstanding capital stock of two operating subsidiaries, Conceptronic,
Inc. ("Conceptronic") and White Mountain Cable Construction Corp. ("White
Mountain").
Conceptronic designs, manufactures and markets specialized computer-
controlled capital equipment used within the surface mount electronic
circuit assembly industry. Conceptronic's three principal product lines
are (i) conveyorized forced convection ovens (sophisticated, computer-
controlled ovens used to mass reflow solder or epoxy cure electronic
components onto printed circuit boards under tightly controlled processing
conditions), (ii) rework systems (sophisticated, computer-controlled
systems used in the removal/replacement of failed surface mounted
components and/or solder joints on printed circuit boards and/or for the
prototyping of new surface mount technology printed circuit board designs),
and (iii) batch systems (low-volume, programmable logic controller-
controlled spray-based systems used to remove residual solder flux from
printed circuit boards before or after the soldering process or to remove
residual solder paste from metal stencils). Conceptronic is headquartered
in Portsmouth, New Hampshire.
On March 5, 1997, the Company acquired White Mountain. White
Mountain is engaged in the construction, reconstruction, maintenance,
repair and expansion of communications systems, cable television and data
systems, including providing aerial construction and splicing of both fiber
optic and coaxial cable to major telecommunications customers. White
Mountain also offers technical support, pole changes and twenty-four hour
emergency support services. White Mountain was formed in 1971 and is
headquartered in Epsom, New Hampshire.
Prior to May, 1997, the Company operated as single entity under the
name "Conceptronic, Inc." During the second quarter of 1997, management
and shareholders of the Company adopted a plan providing for the internal
restructuring of the Company whereby the Company became a holding company
and its operating assets were held by wholly-owned operating subsidiaries.
Accordingly, in May, 1997, the Company transferred substantially all of its
Conceptronic, Inc. operating assets to a newly-formed, wholly-owned,
subsidiary of the Company, and the Company changed its name to "Arguss
Holdings, Inc." The subsidiary then adopted the name "Conceptronic, Inc."
The Company's other wholly-owned operating subsidiary is White Mountain.
The Company is currently pursuing a strategic plan involving the
diversification of its business through business acquisitions and/or other
investments. Management of the Company believes that this diversification
strategy will provide the potential for growth and profit.
In June, 1997, the Company entered into a letter of intent with TCS
pursuant to which the Company would acquire TCS in consideration for Common
Stock of the Company. The consummation of the transaction is subject to a
number of conditions, including the negotiation and execution of definitive
documentation. TCS is located in Palm Harbor, Florida, and provides
underground and arial construction services and splicing for fiber optic
and coaxial cable to major telecommunications customers. TCS had gross
revenues of approximately $20,000,000 for its fiscal year ended December
31, 1996.
The Company's principal executive office is at One Church Street,
Rockville, Maryland 20850; and its telephone number is (301) 315-0027.
CLASS A SHAREHOLDERS
On November 20, 1996, the Company issued and sold 4,000,000 shares of
its Class A Common Stock through a private placement transaction at a price
of $3.00 per share of Class A Common Stock. Upon the commencement of the
private offering, Rainer H. Bosselmann joined the Company as Chairman of
the Board and Chief Executive Officer. The Class A Common Stock was
identical to the Company's Common Stock in all respects and had the same
powers, preferences, rights, qualifications and limitations as the Common
Stock, except that the Class A Common Stock had no voting rights with
respect to the approval of any potential sale of the Company's product
lines or the election of members of the Company's Board of Directors.
Pursuant to the terms and conditions of the Certificate of Designation
Establishing Class A Common Stock, the shares of Class A Common Stock were
converted by the Company on May 20, 1997 into shares of the Company's
Common Stock at the rate of one share of Common Stock for each outstanding
share of Class A Common Stock.
In connection with the issuance and sale by the Company of the shares
of Class A Common Stock, the Company entered into a Registration Rights
Agreement with each of the holders of the Class A Common Stock pursuant to
which the Company undertook to use its best reasonable efforts to effect,
as expeditiously as possible, the registration for resale under the 1933
Act of the Common Stock issued with respect to the conversion of the Class
A Common Stock.
SELLING SHAREHOLDERS
In addition to the shares of Common Stock to be issued to the holders
of Class A Common Stock, this Prospectus serves to register for resale the
shares of Common Stock held by James D. Gerson, Sontek Industries, Inc.
("Sontek"), Bobby J. Payne, Scott A. Stevens, Laurie Hutcheison, Mike
Pelkey, Tom Pelkey, Merle Drager, Lenny Obolsky, Pat Hernon and Brian
Friest.
Mr. Gerson and Sontek each acquired 251,348 shares of Common Stock in
1993 from Paul de Vree, a former Chairman of the Board and director of the
Company, for a price of $3.75 per share. An additional 32,000 shares of
Common Stock owned by Mr. Gerson and registered hereunder were purchased by
Mr. Gerson in open market transactions. Mr. Gerson is a director of the
Company and the Chairman of the Board and a significant shareholder of
Sontek. Garry A. Prime, the Vice Chairman of the Board of Directors of the
Company and a director of the Company, is the President, a director and a
significant shareholder of Sontek. Mr. Gerson and Sontek have registered
for resale all of the shares of Common Stock beneficially owned by them,
except for 3,000 shares owned by Mr. Gerson's spouse.
As consideration for the contemplated acquisition by the Company of
TCS, the Company has agreed to register for resale for the owners of TCS an
aggregate of up to 700,000 shares of Common Stock to be issued to TCS in
partial consideration for its assets. Pursuant to the terms of the
proposed purchase agreement for TCS, the actual number of shares of Common
Stock to be issued by the Company in this connection is not determinable at
this time and is based upon a calculation which takes into account the
average closing sales price of the Company's Common Stock preceding the
closing of the transaction. The aggregate number of shares of Common Stock
issuable by the Company to these Selling Shareholders and to be registered
hereunder will not exceed 700,000, and the Company undertakes to deregister
any excess shares of Common Stock registered hereby.
The shares of Common Stock to be issued to TCS and to be subsequently
distributed to its shareholders are being registered hereby for the
individuals in the amounts set forth below:
Name of
Selling Shareholder Number of Shares
Bobby J. Payne 328,440
Scott A. Stevens 328,440
Laurie Hutcheison 21,000
Mike Pelkey 6,720
Tom Pelkey 4,900
Merle Drager 2,800
Lenny Obolsky 3,500
Pat Hernon 2,100
Brian Friest 2,100
EXPERTS
The financial statements incorporated in this Prospectus by reference
from the Company's Annual Report on Form 10-KSB for the year ended December
31, 1996, have been audited by KPMG Peat Marwick LLP, independent auditors,
as stated in their report, which is incorporated herein by reference, and
have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
LEGAL MATTERS
The legality of the Shares has been passed upon for the Company by
Robinson & Cole LLP, Stamford, Connecticut, counsel for the Company.
PLAN OF DISTRIBUTION
The Shares to be offered pursuant to this Prospectus are fully paid
and nonassessable and will be offered and sold by the Class A Shareholders
and the Selling Shareholders for their own accounts. The Company will not
receive any of the proceeds from these sales.
The Class A Shareholders and/or the Selling Shareholders may offer and
sell the Shares from time to time in transactions at market prices
prevailing at the time of sale, at negotiated prices or otherwise. Sales
may be made to or through broker-dealers who may receive compensation in
the form of discounts, concessions or commissions from the Class A
Shareholders and/or the Selling Shareholders and/or the purchasers of
Shares for whom such broker-dealers may act as agents and/or to whom they
may sell as principals, or both (which compensation as to a particular
broker-dealer may be in excess of customary commissions).
If required, this Prospectus will be supplemented to set forth a
particular offering of Shares to be made, the number of Shares so offered
for the Class A Shareholders' and/or the Selling Shareholders' account and,
if an offering is to be made by or through underwriters or dealers, the
names of the underwriters or dealers and the principal terms of the
arrangements between the underwriters or dealers and the Class A
Shareholders and/or the Selling Shareholders.
The Class A Shareholders and/or the Selling Shareholders and any
broker-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 1933 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 1933 Act.
INDEMNIFICATION
In connection with the sale of the Class A Common Stock by the
Company, the Company and the Class A Shareholders entered into a
Registration Rights Agreement (the "Registration Rights Agreement"). The
Registration Rights Agreement provides for indemnification of the Company's
officers, directors and controlling persons against all losses, claims,
damages and liabilities caused by any untrue, or alleged untrue, statement
of a material fact contained in any registration statement or prospectus
covering the Shares owned by the Class A Shareholders upon the conversion
of the Class A Common Stock or by any omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, except insofar as any losses, claims, damages or liabilities
are caused by any untrue statement or alleged untrue statement or omission
based upon information furnished in writing to the Company or its
representatives by the Class A Shareholders for use therein.
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 1933 Act and is, therefore, unenforceable.
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain Documents by Reference 2
The Company 3
Class A Shareholders 3
Selling Shareholders 4
Experts 4
Legal Matters 5
Plan of Distribution 5
Indemnification 5
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution
of the securities being registered are:
Filing Fee - Securities and Exchange Commission $14,574
Fee of Company's legal counsel* 8,000
Independent Accountants' fees* 3,000
NASDAQ listing application 7,500
Miscellaneous expenses* 926
*Total $34,000
* Estimated
The Company will be responsible for the payment of all of the
foregoing fees.
Item 15. Indemnification of Directors and Officers.
Delaware General Corporation Law, Section 102(b)(7),
enables a corporation in its original certificate of incorporation,
or an amendment thereto validly approved by stockholders, to
eliminate or limit personal liability of members of its Board of
Directors for violations of a director's fiduciary duty of care.
However, the elimination or limitation shall not apply where there
has been a breach of the duty of loyalty, failure to act in good
faith, engaging in intentional misconduct or knowingly violating a
law, paying a dividend or approving a stock repurchase which is
deemed illegal or obtaining an improper personal benefit. The
Company's Certificate of Incorporation, as amended, includes the
following language.
"A director of this corporation shall not be
personally liable to the corporation or its
stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) under Section 174 of Title 8 of the Delaware
General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal
benefit."
Delaware General Corporation Law, Section 145, permits a
corporation organized under Delaware law to indemnify directors
and officers with respect to any matter in which the director
or officer acted in good faith and in a manner he reasonably
believed to be not opposed to the best interests of the
corporation, and, with respect to any criminal action, had no
reasonable cause to believe his conduct was unlawful. The
Bylaws of the Company include the following provision:
"Reference is made to Section 145 and any other
relevant provisions of the General Corporation Law of
the State of Delaware. Particular reference is made
to the class of persons, hereinafter called
"Indemnitees", who may be indemnified by a Delaware
corporation pursuant to the provisions of such
Section 145, namely, any person or the heirs,
executors, or administrators of such person, who was
or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit, or
proceeding, whether civil, criminal, administrative,
or investigative, by reason of the fact that such
person is or was a director, officer, employee, or
agent of such corporation or is or was serving at the
request of such corporation as a director, officer,
employee, or agent of such corporation or is or was
serving at the request of such corporation as a
director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or
other enterprise. The Corporation shall, and is
hereby obligated to, indemnify the Indemnitees, and
each of them, in each and every situation where the
Corporation is obligated to make such indemnification
pursuant to the aforesaid statutory provisions. The
Corporation shall indemnify the Indemnitees, and each
of them, in each and every situation where, under the
aforesaid statutory provisions, the Corporation is
not obligated, but is nevertheless permitted or
empowered, to make such indemnification, it being
understood that, before making such indemnification
with respect to any situation covered under this
sentence, (i) the Corporation shall promptly make or
cause to be made, by any of the methods referred to
in Subsection (d) of such Section 145, a
determination as to whether each Indemnitee 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, in the case of any criminal action
or proceeding, had no reasonable cause to believe
that his conduct was lawful, and (ii) that no such
indemnification shall be made unless it is determined
that such Indemnitee 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, in the case of any criminal action or
proceeding, had no reasonable cause to believe that
his conduct was unlawful."
A Registration Rights Agreement, relating to the Class A
Common Stock, to which the Company is a party also provides for
indemnification of the Company's directors, officers and
controlling persons under certain circumstances.
Item 16. Exhibits
4 Certificate of Designation Establishing Class A
Common Stock, incorporated herein by
reference to Exhibit 4(c) to the Registration
Statement of Conceptronic, Inc. on
Form S-8 (Registration No. 33-19277).
5 Opinion and Consent of Robinson & Cole LLP.
23(a) Consent of Independent Accountants.
23(b) Consent of Robinson & Cole LLP is contained
in Exhibit 5.
24 Power of Attorney (see page II-3).
27 Financial Data Schedule.
Item 17. Undertakings
(a) The undersigned small business issuer hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to include any additional or changed material
information on the plan of distribution.
(2) That, for determining any liability under the Securities
Act of 1933, to treat each post-effective amendment as a new
registration statement of the securities offered, and the
offering of the securities at that time to be the initial bona
fide offering.
(3) To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling persons of the small business issuer
pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the small
busines issuer of expenses incurred or paid by a director,
officer or controlling person of the small business issuer 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 small business issuer
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.
(c) The undersigned registrant hereby undertakes that:
(1) For determining any liability under the Securities Act, to
treat the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule
430A and contained in a form of prospectus filed by the small
business issuer pursuant to Rule 424(b)(1), or (4) or 497(h)
under the Securities Act as part of this registration statement
as of the time the Commission declared it effective.
(2) For determining any liability under the Securities Act, to
treat each post-effective amendment that contains a form of
prospectus as a new registration statement for the securities
offered in the registration statement, and that offering of the
securities at that time as the initial bona fide offering of
those securities.
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes any
agent for service named in this registration statement to execute in
the name of each such person, and to file with the Securities and
Exchange Commission, any and all amendments, including post-
effective amendments, to the registration statement, and appoints
any such agent for service as attorney-in-fact to sign in each such
person's behalf individually and in each capacity stated below and
file any such amendments to the registration statement and the
registrant hereby also appoints each such agent for service as its
attorney-in-fact with like authority to sign and file any such
amendments in its name and behalf.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that is 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 Rockville,
State of Maryland, on July 25, 1997.
ARGUSS HOLDINGS, INC.
(Registrant)
By: /s/ Rainer H. Bosselmann
Rainer H. Bosselmann
Chairman of the Board and
Chief Executive Officer
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 date indicated.
Signature Title Date
Principal Executive July 25, 1997
/s/ Rainer H. Officer and
Bosselmann Director
Rainer H. Bosselmann
Principal Financial July 25, 1997
/s/ Arthur F. Trudel and Accounting Officer
Arthur F. Trudel
July 25, 1997
/s/ William A. Barker Director
William A. Barker
July 25, 1997
/s/ James D. Gerson Director
James D. Gerson
July 25, 1997
/s/ Garry A. Prime Director
Garry A. Prime
July 25, 1997
/s/ Richard S. Director
Perkins, Jr.
Richard S. Perkins,
Jr.
July 25, 1997
/s/ John A. Rolls Director
John A. Rolls
July 25, 1997
/s/ Peter L. Winslow Director
Peter L. Winslow
Exhibit 5
August 7, 1997
Arguss Holdings, Inc.
One Church Street
Rockville, Maryland 20850
Dear Sirs:
This opinion is being given in connection with the Registra
tion Statement on Form S-3 (the "Registration Statement") to be
filed with the Securities and Exchange Commission by Arguss
Holdings, Inc. (the "Company") on or about the date hereof for
the purpose of registering under the Securities Act of 1933, as
amended, an aggregate of 5,234,696 shares (the "Shares") of
Common Stock, par value $.01 per share (the "Common Stock"),
consisting of (i) 4,000,000 shares of Common Stock to be issued
by the Company to the holders (the Class A Shareholders") of the
Company's Class A Common Stock, $.01 par value per share (the
"Class A Common Stock"), in connection with the conversion of
4,000,000 shares of Class A Common Stock into 4,000,000 shares of
Common Stock, as required pursuant to the terms and conditions of
the Class A Common Stock, and (ii) an aggregate of up to 1,234,696
shares of Common Stock held by James D. Gerson and Sontek Industries,
Inc. Boby J. Payne, Scott A. Stevens, Laurie Hutcheison, Mike Pelkey,
Tom Pelkey, Merle Drager, Lenny Obolsky, Pat Hernon and Brian Friest
(collectively, the "Selling Shareholders"). In connection with
this opinion, we have examined such corporate records,certificates
and other documents and such questions of law as we have considered
necessary or appropriate for the purpose of this opinion.
Upon the basis of such examination, we advise you that, in
our opinion, the Shares have been legally authorized for issuance
and when sold by the Class A Shareholders and the Selling
Shareholders will be validly issued, fully paid and nonassessable
shares of Common Stock of the Company.
We hereby consent to the use of our name in the Registration
Statement and to the filing of this opinion as an exhibit to such
Registration Statement.
Very truly yours,
ROBINSON & COLE LLP
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Stockholders
of Arguss Holdings, Inc.
We consent to the incorporation by reference in this
Registration Statement of Arguss Holdings, Inc. (the "Company")
on Form S-3 of our report dated February 7, 1997 (except as to note
14, which is as of March 5, 1997) appearing in the Annual Report
on Form 10-KSB of the Company for the year ended December 31, 1996
and to the reference to our firm under the heading "Experts" in
the Prospectus, which is part of the Registration Statement.
KPMG Peat Marwick LLP
Boston, Massachusetts
June 30, 1997
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<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
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