REGISTRATION NO.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
-----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
ARGUSS HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-----------------
DELAWARE 02-0413153
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF 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. /X/
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>
============================================= =============== ================== =================== =================
PROPOSED PROPOSED
TITLE OF EACH CLASS OF SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE REGISTERED TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED PER UNIT* OFFERING PRICE * FEE
============================================= =============== ================== =================== =================
<S> <C> <C> <C> <C>
COMMON STOCK, $.01 PAR VALUE PER SHARE 130,194 $13.75 $1,790,167.50 $528.10
============================================= =============== ================== =================== =================
</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 SEPTEMBER 2, 1998.
----------------------------
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>
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 by 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_______, 1998
PROSPECTUS
ARGUSS HOLDINGS, INC.
130,194 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 130,194 shares of the Common Stock, par value $.01 per share of the
Company (the "Common Stock"), consisting of shares of Common Stock held by Alvin
Wright (the "Selling Shareholder").
The shares of Common Stock of the Company offered hereby (the "Shares") may
be sold from time to time by the Selling Shareholder 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 Selling Shareholder to the
public without restriction. To the knowledge of the Company, the Selling
Shareholder has made no arrangement with any brokerage firm for the sale of the
Shares. The Selling Shareholder may be deemed to be an "underwriter" 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 (the "NASDAQ"). The last reported sale price on the
NASDAQ on ____________, 1998, was $______ 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 ______________, 1998
<PAGE>
INVESTMENT CONSIDERATIONS
INDUSTRY. The Company is involved in the construction industry, which
can be negatively affected by rises in interest rates, downsizings in the
economy, and general economic conditions. In addition, the Company's activities
are hampered by weather conditions and an inability to plan and forecast
activity levels.
VARIABLE RATE DEBT. The Company has approximately $30 million in
variable rate debt with interest rate adjustments based on LIBOR. Any general
increase in interest rate levels will increase the Company's cost of doing
business.
GROWTH BY ACQUISITION. A significant portion of the Company's growth in
recent years has arisen from the acquisition of other businesses. There can be
no assurance that future acquisition will occur or, if they occur, will be
capable of being economically integrated with the Company's operations or be
beneficial to the Company and its stockholders.
CUSTOMER CONCENTRATION. The three largest customers of the Company
account for approximately 65% of its revenues. Although the Company considers
its relationships with each of these customers to be strong, the loss of one or
more of these customers would have a material adverse impact on the Company.
NO DIVIDENDS. The Company has not paid cash dividends on its Common
Stock since its inception and intends to follow a policy of retaining earnings,
if any, to finance the development and expansion of its business. Furthermore,
the Company does not anticipate paying dividends on its Common Stock in the
foreseeable future. Payment of dividends, if any, will depend on such factors as
the future earnings, capital requirements and financial position of the Company,
plans for expansion, general economic conditions and other pertinent factors.
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 Arguss Holdings, Inc. for
the fiscal year ended December 31, 1997;
2. The Quarterly Reports on Form 10-QSB of Arguss Holdings, Inc.
for the quarterly periods ended March 31, 1998 and June 30,
1998; and
3. 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).
- 2 -
<PAGE>
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, and White Mountain
Cable Construction Corp. ("White Mountain") and Conceptronic, Inc.
("Conceptronic").
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. The Company acquired White Mountain on March 5,
1997. White Mountain is headquartered in Epsom, New Hampshire.
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.
In July, 1998 the Company entered into a Letter of Intent with respect
to its proposed acquisition of Underground Specialties, Inc. ("USI") for a
combination of cash and securities. USI is headquartered near Seattle,
Washington. USI provides long-haul telecommunications construction services to
major telecommunications customers on a national level. The acquisition is
subject to a number of conditions, and is scheduled to be consummated in
September of 1998.
- 3 -
<PAGE>
The Company's principal executive office is at One Church Street,
Rockville, Maryland 20850; and its telephone number is (301) 315-0027.
SELLING SHAREHOLDER
This Prospectus serves to register for resale the Shares of Common
Stock held by the Selling Shareholder. The Selling Shareholder acquired the
Shares of Common Stock in 1997 pursuant to the acquisition by the Company of
Rite Cable Construction, Inc. ("Rite"), of DeLand, Florida. The Selling
Stockholder was formerly an owner of Rite and received the Shares as part of the
consideration for the acquisition by the Company.
The Selling Shareholder has registered for resale all of the shares of
Common Stock beneficially owned by him.
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,
1997, 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 Selling Shareholder for his
own account. The Company will not receive any of the proceeds from these sales.
The Selling Shareholder 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 Selling Shareholder 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 Selling Shareholder's 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 Selling Shareholder.
The Selling Shareholder 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
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.
- 4 -
<PAGE>
TABLE OF CONTENTS
-----------------
Page
----
Investment Considerations......................................................2
Available Information .........................................................2
Incorporation of Certain Documents by Reference ...............................2
The Company ...................................................................3
Selling Shareholder ...........................................................4
Experts .......................................................................4
Legal Matters .................................................................4
Plan of Distribution ..........................................................4
Indemnification ...............................................................4
- 5 -
<PAGE>
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 ............$ 528.10
Fee of Company's legal counsel*.............................$ 3,000.00
Independent Accountants' fees*..............................$ 2,000.00
Miscellaneous expenses*.....................................$ 471.90
------
*Total ...................................................$ 6000.00
* 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
- II-1 -
<PAGE>
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."
ITEM 16. EXHIBITS
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).
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 business 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.
- II-2 -
<PAGE>
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.
- II-3 -
<PAGE>
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 Epsom, State of New Hampshire, on August 21, 1998.
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
--------- ----- ----
/s/ Rainer H. Bosselmann Principal Executive August 21, 1998
------------------------ Officer and Director
Rainer H. Bosselmann
/s/ Arthur F. Trudel Principal Financial August 21, 1998
-------------------- and Accounting Officer
Arthur F. Trudel
/s/ William A. Barker Director August 21, 1998
---------------------
William A. Barker
/s/ James D. Gerson Director August 21, 1998
-------------------
James D. Gerson
/s/ Garry A. Prime Director August 21, 1998
------------------
Garry A. Prime
/s/ Richard S. Perkins, Jr. Director August 21, 1998
---------------------------
Richard S. Perkins, Jr.
/s/ John A. Rolls Director August 21, 1998
-----------------
John A. Rolls
/s/ Peter L. Winslow Director August 21, 1998
--------------------
Peter L. Winslow
Exhibit 5
[LETTERHEAD OF ROBINSON & COLE LLP]
September 2, 1998
Arguss Holdings, Inc.
One Church Street
Rockville, Maryland 20850
Dear Sirs:
This opinion is being given in connection with the Registration
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 130,194 shares (the "Shares") of Common
Stock, par value $.01 per share (the "Common Stock"), consisting of shares of
Common Stock held by Alvin Wright (the "Selling Shareholder"). 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
Selling Shareholder 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
By: /s/ RICHARD A. KRANTZ
-----------------------------
Richard A. Krantz, a partner
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 13, 1998 appearing in the Annual Report on Form 10-KSB of the
Company for the year ended December 31, 1997 and to the reference to our firm
under the heading "Experts" in the Prospectus, which is part of the Registration
Statement.
/s/ KPMG Peat Marwick LLP
- -------------------------
KPMG Peat Marwick LLP
Boston, Massachusetts
August 31, 1998
