As filed with the Securities and Exchange Commission on November __, 1998
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 of (I.R.S. Employer Identification No.)
incorporation or organization)
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. /_/
-----------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================= =============== ================== =================== =================
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> <C>
Common Stock, $.01 par value per share 101,089 $15.375 $1,554,243.38 $606.15
============================================= =============== ================== =================== =================
</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 National Market
System (trading symbol "ARGX") on November 16, 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>
SUBJECT TO COMPLETION
DATED NOVEMBER __, 1998
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.
PROSPECTUS
ARGUSS HOLDINGS, INC.
101,089 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 a total
of 101,089 shares of the Common Stock, par value $.01 per share, of the Company
(the "Common Stock"), consisting of shares of Common Stock held by certain
selling shareholders described herein (the "Selling Shareholders").
The shares of Common Stock offered hereby (the "Shares") may be sold from
time to time by 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 Selling Shareholders to the
public without restriction. To our knowledge, the Selling Shareholders have made
no arrangement with any brokerage firm for the sale of the Shares. 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 National Market System (the "NASDAQ"). The last reported sale price on
the NASDAQ on November __, 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 $38 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.
YEAR 2000 DATE CONVERSION. The Year 2000 issue relates to the inability
of certain computer software programs to properly recognize and process
date-sensitive information relative to the year 2000 and beyond. Without
corrective measures, this issue could cause computer applications to fail or to
create erroneous results. Incomplete or untimely resolution of the Year 2000
issue by the Company or by its key vendors, customers, suppliers or by other
third parties could have a materially adverse impact on the Company's business,
operations or financial condition in the future. Although the Company believes
that its software programs have resolved the Year 2000 issues, an acquisition or
proposed acquisition by the Company could be materially adversely impacted by
this problem.
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 public may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. 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 the Company for the fiscal year
ended December 31, 1997;
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<PAGE>
2. The Quarterly Reports on Form 10-QSB of the Company for the quarterly
periods ended March 31, 1998, June 30, 1998 and September 30, 1998;
and
3. The current report on Form 8-K dated September 4, 1998, along with the
Amendment thereto dated September 18, 1998, of the Company.
4. 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.
Statements made in this Prospectus that are not historical or current
facts are "forward-looking statements" made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Investors
are cautioned that actual results may differ substantially from such
forward-looking statements. Forward-looking statements may be subject to certain
risks and uncertainties, including, but not limited to, continued acceptance of
the Company's products and services in the marketplace, uncertainties
surrounding new acquisitions, floating rate debt, risks of the construction
industry, including weather and an inability to plan and schedule activity
levels, doing business overseas and risks inherent in concentration of business
in certain customers. All of these risks are detailed from time to time in the
Company's filings with the Securities and Exchange Commission. Accordingly, the
actual results of the Company could differ materially from such forward-looking
statements.
THE COMPANY
The Company 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, Arguss Communications Group, Inc.
("ACG") (formerly known as White Mountain Cable Construction Corp.) and
Conceptronic, Inc. ("Conceptronic").
ACG is engaged in the construction, reconstruction, maintenance, repair
and expansion of communications systems, cable television and data systems,
including providing aerial and underground construction and splicing of both
fiber optic and coaxial cable to major telecommunications customers. ACG also
offers technical support, pole changes and twenty-four hour emergency support
3
<PAGE>
services. The Company acquired ACG on March 5, 1997. ACG is headquartered in
Epsom, New Hampshire. In September of 1998, Underground Specialties, Inc.,
formerly a Washington corporation, merged with and into ACG.
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.
The Company's principal executive office is at One Church Street,
Rockville, Maryland 20850; and its telephone number is (301) 315-0027.
SELLING SHAREHOLDERS
This Prospectus serves to register for resale the shares of Common
Stock held by Bobby J. Payne, Scott A. Stevens, Laurie Hutcheison, Mike Pelkey,
Tom Pelkey, Merle Drager, Lenny Obolsky, Pat Hernon and Brian Friest.
The Company has agreed to register for resale for the former owners of
TCS Communications, Inc. ("TCS") an aggregate of 101,089 shares of Common Stock
issued to them. All of the Shares were issued in conjunction with the
acquisition by the Company of TCS in September, 1997.
The shares of Common Stock issued to the former shareholders of TCS are
being registered hereby for the individuals in the amounts set forth below:
Name of
Selling Shareholder Number of Shares
------------------- ----------------
Bobby J. Payne 30,000
Scott A. Stevens 30,000
Laurie Hutcheison 19,882
Mike Pelkey 6,627
Tom Pelkey 4,639
Merle Drager 2,651
Lenny Obolsky 3,314
Pat Hernon 1,988
Brian Friest 1,988
EXPERTS
The consolidated 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.
4
<PAGE>
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 Shareholders for each
of their own accounts. The Company will not receive any of the proceeds from
these sales.
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 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 Selling Shareholders accounts 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 Shareholders.
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
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.
5
<PAGE>
TABLE OF CONTENT
----------------
Page
----
Investment Considerations..............................................2
Available Information .................................................2
Incorporation of Certain Documents by Reference .......................2
The Company ...........................................................3
Selling Shareholders ..................................................4
Experts ...............................................................4
Legal Matters .........................................................4
Plan of Distribution ..................................................5
Indemnification .......................................................5
6
<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 ............$ 606.15
---------
Fee of Company's legal counsel*.............................$ 2,500.00
---------
Independent Accountants' fees*..............................$ 1,000.00
---------
Miscellaneous expenses*.....................................$ 393.85
---------
*Total ...................................................$ 4,500.00
---------
* 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
II-1
<PAGE>
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."
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 it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rockville, State of Maryland, on November 25, 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 November 25, 1998
- -------------------------- Officer and Director
Rainer H. Bosselmann
/s/ Arthur F. Trudel Principal Financial November 25, 1998
- -------------------------- and Accounting Officer
Arthur F. Trudel
/s/ William A. Barker Director November 25, 1998
- --------------------------
William A. Barker
/s/ James D. Gerson Director November 25, 1998
- --------------------------
James D. Gerson
/s/ Garry A. Prime Director November 25, 1998
- --------------------------
Garry A. Prime
/s/ Richard S. Perkins, Jr. Director November 25, 1998
- ---------------------------
Richard S. Perkins, Jr.
/s/ John A. Rolls Director November 25, 1998
- ---------------------------
John A. Rolls
/s/ Peter L. Winslow Director November 25, 1998
- ---------------------------
Peter L. Winslow
II-4
Exhibit 5
[LETTERHEAD OF ROBINSON & COLE LLP]
November 25, 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 101,089 shares (the "Shares") of Common
Stock, par value $.01 per share (the "Common Stock"), consisting of shares of
Common Stock held by Bobby J. Payne, Scott A. Stevens, Laurie Hutcheison, Mike
Pelkey, Tom Pelkey, Merle Drager, Lenny Obolsky, Pat Hernon and Brian Friest
(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
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
By: /s/ Richard A. Krantz
-----------------------------
Richard A. Krantz, a partner
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
Exhibit 23(a)
INDEPENDENT AUDITOR'S CONSENT
To the Board of Directors
of Arguss Holdings, Inc.
We consent to incorporation by reference in the 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
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KPMG Peat Marwick LLP
Boston, Massachusetts
November 23, 1998
