SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INTERACTIVE TECHNOLOGIES CORPORATION, INC.
(Exact name of registrant as specified in its charter)
Wyoming 98-0120805
(State or other jurisdiction (IRS Employer Iden-
of incorporation or organization) tification Number)
104 South Harbor City Blvd., Suite A, Melbourne, Florida 32901
(407) 953-4811
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Perry Douglas West, Esq.
1270 Orange Avenue, Suite A, Winter Park, Florida 32789
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. (X)
If any of the securities being registered on the Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. (X)
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. (X)
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. (X)
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. (X)
CALCULATION OF REGISTRATION FEE
Title of each
class of Proposed maximum Proposed maximum Amount of
securities to Amount to aggregate price aggregate registration
be registered be registered per unit offering price fee
------------- ------------- -------- -------------- ---
$.001 Par Value 300,000 $1.50 $450,000.00 $136.36
Common Shares
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PROSPECTUS
300,000 Shares
INTERACTIVE TECHNOLOGIES CORPORATION, INC.
Common Stock
-------------
All of the Common Shares offered hereby are being sold by certain
shareholders of the Company, See "Selling Security Holders". The Company will
not receive any proceeds from the sale of the shares offered hereby.
The outstanding shares of the Common Stock of Interactive Technologies
Corporation, Inc. (the "Company") are, and the shares offered hereby will be,
listed on the National Association of Securities Dealers Automated Quotation
System's (NASDAQ) SmallCap Market under the symbol "ITNL". On January 6, 1997,
the last reported sale price on NASDAQ was 1.125 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.
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Price To Underwriting Discount Proceeds to
Public and Commissions (1) Issurer (2)
-------------------------------------------------------------------------------
Per Share......... $ $ -0- $ -0-
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Total............ $ $ -0- $ -0-
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(1) No commission agreement exists.
(2) Proceeds are to selling shareholders.
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Interactive Technologies Corporation, Inc.
January ____, 1997
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Common Stock offered hereby. This Prospectus, which
constitutes a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement and the exhibits and
schedules thereto or incorporated by reference therein. Statements made in this
Prospectus as to the contents of any contract or any other document referred to
are not necessarily complete, and, in each instance, reference is made to the
copy of such contract or document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference. The Registration Statement, including exhibits and schedules thereto
or incorporated by reference therein, can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549 and at the Commission's
Regional Office at 7 World Trade Center, 13th Floor, New York, New York
10048-1102; Chicago Regional Office, Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can also be obtained from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. All such information may be inspected and copied at the public
reference facilities maintained by the Commission and referred to above.
Reports, proxy statements and other information concerning the Company also may
be inspected at the offices of NASDAQ at 1735 K Street N.W., Washington, D.C.
20006-1500.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company's Annual Report on Form 10-KSB for the year ended May 31, 1996
(the "1996 10-K") is incorporated by reference in this Prospectus and shall be
deemed a part hereof. All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this Prospectus shall be deemed to be incorporated by reference
herein and to be apart hereof from the date of filing of such reports and
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein prior to the date hereof 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
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The information relating to the Company contained in this Prospectus
summarizes, is based upon, or refers to, information and financial statements
contained in one or more of the documents incorporated by reference herein;
accordingly, such information contained herein is qualified in its entirety by
reference to such documents and should be read in conjunction therewith.
The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the documents referred to above that have been incorporated by
reference herein (other than exhibits to such documents, unless such exhibits
are specifically incorporated by reference into the information that this
Prospectus incorporates). Requests should be directed to Interactive
Technologies Corporation, Inc., 104 South Harbor City Boulevard, Suite A,
Melbourne, Florida 32901 (telephone 407-953-4811.
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by information and
financial statements appearing elsewhere in this Prospectus and the information
incorporated herein by reference. THE COMPANY
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Interactive Technologies Corporation, Inc. ("ITC") is a developer and
producer of television, interactive television and interactive digital media
programming. These programs are developed in various interactive formats for
cable, broadcast and direct broadcast satellite television and for Internet
distribution. ITC's principal interactive programming product is its Rebate
TV(TM) program. Rebate TV(TM) is a marketing and sales network which airs one
half-hour of programming a day on WIRB/Channel 56 in the central Florida market
which serves a population of 2,176,100. Rebate TV(TM) is a television program
which incorporates interactive media and computer data management to allow the
retail vendors to communicate their message to the consumer, to allow the
consumer to verify his or her purchase, and to receive a cash rebate from the
Company.
The company formed Satellite Network Television, Inc. (SNT) a Nevada
corporation, to operate its facilities in Princeton, New Jersey. These
facilities consist of three basic segments:
Studio Operations: Complete studio and control room facilities including
studio cameras, XY lighting, preset lighting board and recording facilities.
Post Production: Equipped Video and audio edit rooms for on and off line
edits, 3-D Graphics and Paintbox edit rooms, voice over and audio facilities and
control equipment.
Satellite Links: Fully redundant C band and Ku band satellite uplinks and
downlinks with support and playback equipment.
The Company holds Federal Communications Commission (FCC) Interactive Video
and Data Services (IVDS) radio station licenses in the Charleston-North
Charleston, SC, and Melbourne-Titusville-Palm Bay, FL service areas which
represent an additional enhancement to the Company's programming distribution.
These licenses have a duration of an initial five years, and are renewable if
all conditions of the license are met. IVDS, a two way communications system,
will allow viewers to take an active role in systems delivered through broadcast
television, cable television, wireless cable, direct broadcast satellite or
other future television delivery methods. (The Company's Charleston-North
Charleston, SC, IVDS license is subject to an Agreement for Sale)
ITC has developed a plan for the accumulation and sale of intellectual
content. This content takes several forms, including completed television and
video programming, both developed and produced by the Company and by third
parties; property rights to written scripts and publications for the purpose of
producing or having produced television or motion picture products; and program
ideas, concepts and designs.
The Company's principal executive offices are located at 104 South Harbor
City Boulevard, Suite A, Melbourne, Florida 32901, telephone (407) 953-4811.
THE OFFERING
Common Stock Offered 300,000 shares
Shares are offered by Studiolink
Corporation, which holds 250,000
shares under an equipment lease
purchase agreement with the Company,
and 50,000 shares which it
purchased directly from the Company.
Common Stock Outstanding After the Offering 12,159,863 (1)
NASDAQ Symbol ITNL
Price Range of Common Stock Closing Prices $.906 - $3.969
(Quarter ending 11/30/96)
Closing Price on January 6, 1996 $1.125
Current Annualized Dividend Rate None
Use of Proceeds Not Applicable.
See "Use of
Proceeds".
(1) Common Stock outstanding is based upon the number of shares outstanding on
January 7, 1997, which includes the 300,000 shares which are the subject of this
Registration.
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SUMMARY CONSOLIDATED FINANCIAL DATA
(Year Ended May 31, 1996)
Revenue $ 56,532
------
Operating expenses:
Depreciation 34,741
Amortization 210,569
General and administrative 916,652
Management fee, stockholder 16,666
Interest expense:
Stockholder 27,368
------
1,205,966
Loss from operations (1,149,464)
Gain on disposition of joint
venture interest 701,865
Loss before income taxes ( 447,599)
Provision for income taxes -0-
Net Loss ( 447,599)
------------
Net loss per share:
Primary $ .05
Fully diluted $ .05
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MANAGEMENT'S DISCUSSION AND ANALYSIS
FISCAL YEAR 1996 AND INTERIM PERIOD FROM JUNE 1, 1996
THROUGH NOVEMBER 30, 1996.
The Company's research and development efforts consumed the technical
efforts of the Company from October 1995 through the airing of Rebate TV(TM) on
April 15, 1996, and involved two basic areas: the television programming for the
shows, and the data management and computer interface development efforts for
the interaction with the retailers and the consumers. None of this expense will
be borne directly by the retailers or the consumers, but will be recouped
through profits as the Company expands its markets.
Development of Rebate TV(TM) basic programming by ITC has been done during
the fiscal year with Century III at Universal Studios, Florida. Established in
1976, Century III has serviced a widely diverse client base with high production
values utilizing the latest and finest in production and post-production
hardware. This includes local, regional, national and international projects for
all four broadcast television networks, national cable networks such as
Nickelodeon and HBO, major independent producers, advertising agencies and major
corporate and governmental organizations such as Digital Equipment Corporation,
Harris Corporation, General Electric, NCR, AT&T, Kodak, Polaroid, Walt Disney
World, Harcourt Brace Jovanovich, FPL Group, Westinghouse, McDonnell Douglas,
Martin Marietta, Reebok, International and NASA. The creative director for
Rebate TV(TM) is Michael Hamilton who has designed, directed and produced such
television series as "Magnum P.I., "Simon & Simon", "Wings" and "The Twilight
Zone". His commercial experience includes such clients as Cadillac(TM), Texaco,
Coca Cola(TM), Heineken, American Airlines, Donna Karan, Elizabeth Arden, QVC,
Business Technology Management and the Family Channel.
The computer development efforts related to Rebate TV(TM) were done at the
Company's engineering offices in Melbourne, Florida, where the hardware and
software designs and specifications were developed, tested and implemented
during the current fiscal year, to:
o manage the large amounts of data and transactions involved in
collecting and verifying sales information from the Rebate TV(TM)
retailers;
o calculate the rebates, record the credits, and issue the checks to
the consumer;
o accommodate and record the telephone rebate requests, and provide
automated participation information to the public.
ITC looks to Rebate TV(TM) to attract its share of the Communications
Industry end-user market estimated to be $189.3 billion by 1998. Interactive
digital media is projected to remain the fastest growing category in the
industry.1
Internet Access. ITC's Internet home pages for use with Rebate TV(TM) allow
viewers to access the program's data base through the Internet. It allows them
to view the status of their accounts, enter vendor rebate claims, and later will
allow viewers to access a variety of products and services associated with
Rebate TV(TM) which the Company expects to include. Rebate TV(TM) is located at
http://www.INET-USA.com/RTV.
Network Operations. ITC is in development and production of its own
television channel and is scheduled to distribute its Rebate TV(TM) video
programming in this format to customers. The Company's distribution plan
currently provides for distribution of this programming started in the central
Florida markets to expand from there. Overall, during the next 18-36 months, the
Company's plan calls for the Rebate TV(TM) to expand into 25 of the top national
markets within three years from the date of first broadcast. The Company expects
to hire as many as 50 additional employees over the next 24 months to support
the operation of this programming and to continue to develop and refine the
programming as the Company adds markets for these services.
In furtherance of its network creation activities, the Company is
initiating an affiliate program by market demographic area. Under this program,
the Company pre sells 10 of the 14 minute program segments per one half hour
program to the affiliate in the designated market area who is responsible to
local program affiliate operations. The initial affiliate market under this
program is Dayton, Ohio. The Company expects these affiliate operations to get
into operation from 120 to 180 days per market. However, until the first 3-6
markets are established in this manner, there is not assurance that any
particular market can get underway during this period.
- --------
1 The Veronicas, Shudder & Associates Communications Industry Forecast,July 1994
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Satellite Network Television (SNT). The company formed Satellite Network
Television, Inc. (SNT) a Nevada corporation, to operate its facilities in
Princeton, New Jersey. These facilities consist of three basic segments:
o Studio Operations: Complete studio and control room facilities
including studio cameras, XY lighting, preset lighting board and
recording facilities.
o Post Production: Equipped Video and audio edit rooms for on and off
line edits. 3-DGraphics and Paintbox edit rooms, voice over and audio
facilities and control equipment.
o Satellite Links: Fully redundant C band and Ku band satellite
uplinks and downlinks with support and playback equipment.
These facilities were acquired to provide the Company the ability to
completely produce and distribute its own programming in-house. However, the
Company operates this facility as a full-service studio and broadcast facility
available to the business community and realizes revenues from providing
contract services from its facilities and from remote sports and general subject
broadcasts. (These include such services as video conferencing, and television
and video program production for educational, commercial and corporate videos.)
The Company began major renovations to these facilities in May, 1996, and has
been operating at a reduced level during renovations. The renovations are
currently still under way and the Company expects a delayed opening during the
first calendar quarter of 1997 .
Interactive Video and Data Services. As part of ITC's commitment to the
evolution of interactive television, its Federal Communications Commission
Interactive Video and Data Services (IVDS) radio station licenses in the
Charleston-North Charleston, SC, and Melbourne-Titusville-Palm Bay, FL service
areas represent an additional enhancement to the Company's programming
distribution. These licenses have a duration of an initial five years, and are
renewable if all conditions of the license are met. IVDS, a two way
communications system, will allow viewers to take an active role in systems
delivered through broadcast television, cable television, wireless cable, direct
broadcast satellite or other future television delivery methods. IVDS is
regulated as a personal radio service under the rules of the FCC which has
allocated spectrum in the 218-219 MHz range for its use. IVDS systems are
designed to operate with a hand-held remote control device that controls the
interactive set top device on the subscriber's television set. A viewer would
interact with the TV station through a radio signal using an IVDS frequency.
During the second quarter fiscal year 1996-1997, the Company concluded the
sale of the Charleston License. The Company retains a 10% interest in the
profits generated by the license.
The Company is reviewing alternative uses and equipment proposals for its
Melbourne-Titusville-Palm Bay, FL license and expects to proceed to install a
system for this license within the next 24 - 36 months.
Although ITC will run its Rebate TV(TM) and other programs on its own
service area systems, the programs it develops are intended for use on various
interactive delivery systems and are not specific to Interactive Video and Data
Services systems. They are marketed to all of these various delivery systems.
For broadcast of Rebate TV(TM) programming the Company currently uses and plans
to use standard video media distribution methods such as cable, broadcast
stations, wireless cable and direct broadcast satellite. Although the Company
has designed its programs to utilize an IVDS return link (a "return link" is the
method by which data is sent from the consumer or viewer back to the originator
of the program), they are also designed to accommodate other return links such
as the telephone. The Company has purchased equipment and software to provide a
telephone return link as an interim return link for its own license areas as
well as other areas where it is providing programming, to be utilized where IVDS
is not available; until the installation an operation of the IVDS equipment as a
return link is completed as well as for use with non subscribers to IVDS.
Intellectual Content. The Company has developed a plan for the accumulation
and sale of intellectual content. This content takes several forms, including
completed television and video programming, both developed and produced by the
Company and by third parties; property rights to written scripts and
publications for the purpose of producing or having produced television or
motion picture products; and program ideas, concepts and designs.
This plan commenced during the last month of the fiscal year. In addition
to the Rebate TV(TM) programs, the company has filed and had accepted Trademark
applications with the United States Patent and Trademark Office for "Rebate TV"
and for "DEAL! DEALS! DEALS!" (a direct shopping program which the Company has
produced).
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The Company has acquired movie and television rights for one year to
Special Treatment and to Overboard, novels currently in print. The company has
begun soliciting interest in these properties, however no production or
production agreements are in place and there is no assurance that any agreement
will be completed during the term of the rights.
The Company has in addition under this plan a number of projects under
consideration and review. To date, revenue from these activities has been
limited to the Rebate TV(TM) television program, and to a limited showing of its
DEAL! DEALS! DEALS! program. There is associated with each of these shows and
projects a lead time or advance period necessary for development and scheduling.
In addition, the company may elect to sell outright or resell any of these
properties.
FINANCIAL CONDITION AND RESULTS OF OPERATIONS:
Revenues from operations for the Quarter reported were $215,062, up from $0
for the same period for the previous year. Operating expenses for the Quarter
reported increased to $948,318 from $94,886 the previous year. Increased
expenses were due to the company's operations directed at expansion of Rebate
TV(TM) into the national market. The Company's computer operations were
developed to operate at a level to service a national market and those
operations will make up a significant portion of the operating expenses which
will proportionately decrease as the Company adds markets for its productions.
The Company expects its expenses to expand at a decreasing percentage as it
expands into additional markets.
During the first six months of the current fiscal year, the Company
received $714,775 from the private sale of its common stock and an additional
$144,000 in loans. The Company does not expect to receive significant revenues
from projects other that Rebate TV(TM) until the second half of calendar year
1997. Although the Company has no written commitments for additional funds, it
believes that it can raise additional cash required for expansion of its markets
through private sources. The Company expects to require additional funds over
the next 12 months for the expansion and addition of market for its products and
operations.
RISK FACTORS
The securities being offered hereby involve a high degree of risk.
Investors, prior to making an investment in the shares of common stock offered
hereby should carefully consider the following risks and speculative factors
inherent in and affecting the business of the Company, together with all other
information contained in this Prospectus.
1. New Industry. A material portion of the Company's assets consist of
Interactive Video and Data Services (IVDS) licenses from the Federal
Communications Commission (FCC). IVDS is a new communications industry, licensed
by the FCC for the first time in 1993, with the majority of market licenses
auctioned in July of 1994. There is no performance data available on the
industry or markets it intends to serve, and no IVDS services are currently
being offered. There is no assurance the Company's intended activities in IVDS
related undertakings will be successful or result in revenue or profit to the
Company.
As the Federal Communications Commission has issued the majority of IVDS
licenses in January and February 1995, there is no existing commercially
operating Interactive Video and Data Services system operated by any company.
Thus there has been no demonstration that these services can be delivered in a
commercially viable manner or that the Company will earn a profit from such
delivery, although the Company believes that it can operate such a system in
such a manner. In addition, only beta tests have been and/or are being run by
other much larger companies using other forms of interactive television
(telephone and cable) and no such system using these other technologies is in
commercial operation. As such, although the Company expects all of these markets
to develop, there is no assurance that any market will develop for the Company's
programming products.
2. New Business. The Company plans to pursue opportunities in the
television broadcasting, programming and IVDS industry, and has limited
operational history in these industries. There is no assurance the Company's
intended activities will be successful or result in revenue or profit to the
Company. The Company faces all risks which are associated with any new business,
as well as special risks associated with its proposed operations, including
cancellation and or non-renewal of the Company's licenses, subjecting the
company to a loss of revenue from the operation of these IVDS systems.
In addition, the terms of the Company's IVDS licenses require that service
be made available to 30% of the license coverage area within three years of the
date of issuing the license.
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There is no assurance that anticipated revenues will be sufficient to make
payments to the FCC. Failure to meet any of these requirements may cause an
adverse effect on the Company's operations and subject the Company to sanctions
by the FCC.
3. Limited Capitalization; Limited Funds Available for Operations. The
Company believes that it will be able to obtain capital sufficient to establish
initial distribution of its interactive programming and to install and operate
the initial stages of its IVDS system and further that revenues therefrom.
However, as IVDS involves a new technology and the Company's cash requirements
may vary materially from those now planned because of unforeseen costs; lower
than anticipated revenues; competitive and technological factors; the regulatory
process, and other factors.
In the event that cash flows are not sufficient to meet requirements for
continued buildout of the Company's IVDS system or for its operations, it may be
necessary for the Company to seek additional sources of financing. It currently
has no commitment for this additional financing and there can be no assurance
that it can be obtained when needed. If the Company is unable to obtain this
financing when needed it may have an adverse effect upon the Company's
operations and ability to complete the buildout of its IVDS systems, subjecting
it to sanctions by the Federal Communications Commission.
4. Competitive Position. Although the Company has only one IVDS competitor
by the terms of the Federal Communications Commission license in each market,
dominance by one licensee could adversely affect the success of the other. There
is no assurance the Company's intended activities will secure an equal or
dominant position in the IVDS markets in which it is licensed, or result in
revenue or profit to the Company.
The Company's strategy includes the development and sale of interactive
programming to other IVDS licensees and to other interactive media. However,
there are other companies in the interactive television industry that have
announced that they will provide programming to the interactive television
marketplace and there is no assurance that the Company's intended activities
will secure a competitive position in this marketplace or result in profit to
the Company.
In addition, the Company faces competition from existing cable television,
telephone companies' direct broadcast satellite, and other broadcast media
companies that have announced their intentions to participate in the interactive
television industry. Many of these companies have substantially greater
resources than those of the Company and there is no assurance that the Company
can attain and or maintain a competitive position in the interactive television
market.
5. Dependence on Key Personnel. The Company is substantially dependent upon
the efforts of Mr. Perry Douglas West, its Chairman and Chief Executive Officer,
and Mr. Joseph N. Dambro, Director of Finance. The loss of Mr. West or Mr.
Dambro would have a material adverse effect on the Company's business and
prospects.
6. Lack of Dividends. The Company has not paid any dividends in the past.
No dividend on the Common Stock is contemplated at any time in the foreseeable
future. If future operations of the Company results in earnings, management may
retain earnings to finance the future growth of the Company.
7. Government Regulation. The ability of the Company to do a substantial
amount of its business within the United States is subject to regulation by the
Federal Communications Commission. IVDS is a new industry, and there is no
assurance that regulations will not be forthcoming that are not in the best
interests of the Company.
The effect of government regulation may be to delay for a period of time or
prevent the Company from developing its business as planned and/or impose costly
requirements on the Company, the result of which may be to make the Company's
business less profitable, or unprofitable, to operate. Also, should the Company
not meet the build-out or other requirements of the FCC licenses it holds, it
runs the risk of having these licenses canceled.
8. Conflicts of Interest. The Company's Directors and Officers are or may
become, in their individual capacities, officers, directors, controlling
shareholders and/or partners of other entities engaged in a variety of business
which may in the future have various transactions with the Company. Thus, there
exist potential conflicts of interest including, among other things, time,
effort and corporate opportunity, involved in participation with such other
business entities and transactions. Each Officer and Director of the Company may
engage in business activities outside of the Company. Regarding corporate
opportunities, the Bylaws of the Company provide that all business opportunities
8
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which come to the attention of Officers and Directors within the areas of
interest delineated by resolution of the Board of Directors shall be disclosed
promptly to the Company and made available to it for acceptance or rejection by
the Board of Directors. If the opportunity is rejected, the Officer or Director
may avail himself of the opportunity. An Officer and Director may continue any
business activity in which such Officer or Director engaged prior to joining the
Company. To date, the Board of Directors has not adopted a resolution
delineating areas of interest, and it is unlikely that it will do so in the near
future. However, the Officers and Directors of the Company are aware of the fact
that they owe a fiduciary duty to the Company not to withhold any corporate
opportunity from the Company which may arise because of their association with
the Company.
There are no other transactions which are proposed or planned.
There are inherent conflicts of interest in the negotiation of the terms of
any transaction between the Company and its principal shareholders, officers,
directors or their affiliates. Further, the terms of such related party
transactions may not be equal to the terms of transactions negotiated between
unrelated parties pursuant to arms length bargaining, and therefore an adverse
impact on the Company may result from such related party transaction.
SELLING SECURITY HOLDERS
Common stock offered under this registration statement is offered for the
account of Studiolink Corporation, New Jersey Corporation. Studiolink
Corporation is the lessor under a lease purchase agreement with the Company
covering studio and satellite link equipment at the Company's Princeton, New
Jersey facility and currently holds 300,000 shares of common stock covered by
this document along with warrants to acquire an additional 50,000 shares of
common stock. If all 300,000 shares are sold under this registration statement,
Studiolink Corporation will have a position of less than three percent of the
common shares of the Company. Studiolink is otherwise unrelated to the Company.
PLAN OF DISTRIBUTION
The securities offered under this document will be offered through
registered broker dealers for the account of the selling shareholder. There is
no agreement in place with any underwriter or broker dealer with regard to the
sale of these shares.
DESCRIPTION OF SECURITIES TO BE REGISTERED
The securities being registered consist of 300,000 common shares being held
by Studiolink Corporation, a New Jersey corporation. The shares are being
offered by a selling shareholder and are already issued and outstanding as of
the last 10-KSB Report which made a part of this document.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The Company has been represented in this matter by Perry Douglas West, Esq.
Mr. West presently serves as Chairman and Chief Executive Officer of the Company
and is the owner of 5,700,000 shares of common stock.
MATERIAL CHANGES
Since 10-KSB for the year - NONE
Since 10-QSB for the quarter - NONE
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Article VI of the Company's bylaws states the following with respect to the
Right to Indemnification:
Each person who was or is made a party or is threatened to be made a party
to or is involved in or called as a witness in any Proceeding because he or she
is an Indemnified Person, shall be indemnified and held harmless by the
corporation to the fullest extent permitted under the Wyoming Business
Corporation Act (the "WBCA"), as the same now exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the corporation to provide broader indemnification rights than the WBCA
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permitted the corporation to provide prior to such amendment). Such
indemnification shall cover all expenses incurred by an Indemnified Person
(including, but not limited to, attorneys' fees and other expenses of
litigation) and all liabilities and losses (including, but not limited to,
judgments, fines, ERISA or other excise taxes or penalties and amounts paid or
to be paid in settlement) incurred by such person in connection therewith.
Notwithstanding the foregoing, except with respect to indemnification
specified in Section 3 of this Article, the corporation shall indemnify an
Indemnified Person in connection with a Proceeding (or part thereof) initiated
by such person only if such Proceeding (or part thereof) was authorized by the
board of directors of the corporation.
For purposes of this Article:
(i) a "Proceeding" is any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, and any
appeal therefrom and whether formal or informal;
(ii) an "Indemnified Person" is a person who is, was, or had agreed to
become a director or an officer or a Delegate, as defined herein, of the
corporation or the legal representative of any of the foregoing; and
(iii) a "Delegate" is a person serving at the request of the corporation or
a subsidiary of the corporation as a director, trustee, fiduciary, or officer of
such subsidiary or of another corporation, partnership, joint venture, trust or
other enterprise.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed 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.
INFORMATION NOT REQUIRED IN PROSPECTUS
EXHIBITS
NONE
UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be in the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Item 3-19 of Regulation S-X at the
start of any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required by Section
10(a)(3) of the Act need not be furnished provided that the registrant
includes in the prospectus, by means of a post-effective amendment,
financial statements required pursuant to this paragraph (a)(4) and
other information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, with respect to registration
statements on Form F-3, a post-effective amendment need not be filed to
include financial statements and information required by Section
10(a)(3) of the Act or Item 3-19 of Regulation S-X if such financial
statements and information are contained in periodic reports filed with
or furnished to the Commission by the registrant, pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.
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The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
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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 Melbourne, State of Florida, on January _______ ,
1997.
Interactive Technologies Corporation, Inc.
By: /s/Perry Douglas West
- ----------------------------------------------------------
Perry Douglas West, Chairman 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 dates indicated.
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