AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
DECEMBER 16, 1998 REGISTRATION NO.____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
-----------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
ARGUSS HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-----------------
DELAWARE
(STATE OR OTHER JURISDICTION OF 02-0413153
INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NO.)
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. /_/
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 December 16, 1998
PROSPECTUS
ARGUSS HOLDINGS, INC.
101,089 SHARES OF COMMON STOCK
This Prospectus may be used by certain shareholders of Arguss Holdings,
Inc. to sell up to a total of 101,089 shares of Arguss Common Stock owned by
them.
These shares of Common Stock may be sold from time to time by the selling
shareholders as described in this Prospectus. The Company will not receive any
of the proceeds from the sale of the shares.
This investment involves certain risks. Before investing, you should review
"Investment Considerations" on page two.
The Common Stock of the Company is listed on the NASDAQ National Market
System under the symbol "ARGX". The last reported sale price on the NASDAQ on
December __, 1998, was $_____ per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
PROSPECTUS DATED ______________, 1998
<PAGE>
INVESTMENT CONSIDERATIONS
INDUSTRY. Arguss Holdings, Inc. (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 of debt, and
the interest rate on that debt fluctuates. 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 been from the acquisition of other businesses. There can be no
assurance that future acquisitions will occur or, if they occur, will 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 retain earnings, if any, to finance the
development and expansion of its business. As a result, the Company does not
anticipate paying dividends on its Common Stock in the foreseeable future.
Payment of dividends, if any, will depend on 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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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.
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;
- 2 -
<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;
3. The current report on Form 8-K dated September 4, 1998, along with the
Amendment thereto dated September 18, 1998, of the Company; and
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").
- 3 -
<PAGE>
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
services. ACG is headquartered in Epsom, New Hampshire. In September of 1998,
Underground Specialties, Inc. 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 an aggregate of 101,089
shares of Common Stock owned by Bobby J. Payne, Scott A. Stevens, Laurie
Hutcheison, Mike Pelkey, Tom Pelkey, Merle Drager, Lenny Obolsky, Pat Hernon and
Brian Friest. Each of these individuals was a former owner of TCS
Communications, Inc. ("TCS"). All of the shares being registered were issued in
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 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 registered by this Prospectus has been passed
upon for the Company by Robinson & Cole LLP,
- 4 -
<PAGE>
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 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 CONTENTS
-----------------
PAGE
----
Investment Considerations..............................................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
nevertheless permitted
- II-1 -
<PAGE>
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).*
* Previously Filed.
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.
- II-2 -
<PAGE>
(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-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 December 14, 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 December 10, 1998
----------------------------- Officer and Director
Rainer H. Bosselmann
/s/ ARTHUR F. TRUDEL * Principal Financial December 10, 1998
----------------------------- and Accounting Officer
Arthur F. Trudel
/s/ WILLIAM A. BARKER * Director December 10, 1998
-----------------------------
William A. Barker
/s/ JAMES D. GERSON * Director December 10, 1998
-----------------------------
James D. Gerson
/s/ GARRY A. PRIME * Director December 10, 1998
-----------------------------
Garry A. Prime
/s/ RICHARD S. PERKINS, JR. * Director December 10, 1998
-----------------------------
Richard S. Perkins, Jr.
/s/ JOHN A. ROLLS * Director December 10, 1998
-----------------------------
John A. Rolls
/s/ PETER L. WINSLOW * Director December 10, 1998
-----------------------------
Peter L. Winslow
* By /S/ RAINER H. BOSSELMANN
-------------------------
Attorney-in-fact
- II-4 -
