AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1996
REGISTRATION NO. 333-6727
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ACRODYNE COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 11-3067564
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
516 TOWNSHIP LINE ROAD
BLUE BELL, PENNSYLVANIA 19422
(215) 542-7000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
A. ROBERT MANCUSO, CHAIRMAN
ACRODYNE COMMUNICATIONS, INC.
516 TOWNSHIP LINE ROAD
BLUE BELL, PENNSYLVANIA 19422
(215) 542-7000
(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: From
time to time 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. [ ]
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, 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, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
(continued on next page)
<PAGE>
If delivery of the prospectus is expected to be made pursuant to Rule
434, 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>
Subject to Completion, Dated August 8, 1996
PROSPECTUS
ACRODYNE COMMUNICATIONS, INC.
262,500 shares of Common Stock to be issued by the Company upon the
conversion of outstanding shares of the Company's
8% Convertible Redeemable Preferred Stock
and 325,000 shares of Common Stock to be issued by the
Company upon exercise of outstanding Warrants
This Prospectus relates to the issuance by the Company of (i) up to 262,500
shares of common stock, par value $.01 per share (the "Common Stock"), of
Acrodyne Communications, Inc., a Delaware corporation (the "Company"), which
shares may be issued to certain holders (the "Preferred Stockholders") of the
Company's 8% Convertible Redeemable Preferred Stock, par value $1.00 per share
(the "8% Preferred Stock"), upon the conversion of up to an aggregate of 10,500
shares of 8% Preferred Stock held by the Preferred Stockholders at a conversion
price, subject to certain adjustments, of $4.00 per share of Common Stock; (ii)
up to 100,000 shares of Common Stock which may be issued to Colin Winthrop &
Co., Inc. ("Colin Winthrop") or its designees upon the exercise of warrants
exercisable, subject to certain adjustments, at $4.00 per warrant (the "$4.00
Winthrop Warrants"); and (iii) up to 225,000 shares of Common Stock which may be
issued to Colin Winthrop or its designees upon the exercise of warrants
exercisable, subject to certain adjustments, at $5.00 per warrant (the "$5.00
Winthrop Warrants" and, collectively with the $4.00 Winthrop Warrants, the
"Warrants").
The Company's Common Stock is quoted on the Nasdaq Stock Market's Small-Cap
Market (the "Nasdaq Stock Market") under the symbol "ACRO." On August 7, 1996,
the closing sales price, as reported by the Nasdaq Stock Market, of the Common
Stock was $6-1/8.
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH
DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 3.
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 ______________, 1996
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D.C., 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 securities offered hereby. This
Prospectus, which is a part of the Registration Statement, omits certain
information contained in the Registration Statement. For further information
regarding the Company and the securities offered hereby, reference is made to
the Registration Statement and to the exhibits filed as a part thereof, which
may be inspected at the offices of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 without charge or copied upon request to the Public
Reference Section of the Commission and payment of the prescribed fee.
Statements contained in this Prospectus as to the contents of any contract or
other document referred to herein 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, each such statement being qualified
in all respects by such reference.
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 and other information with the Commission. Reports and
other information filed by the Company with the Commission pursuant to the
informational requirements of the Exchange Act may be inspected and copied at
prescribed rates at the public reference facilities maintained by the Commission
at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549,
and at the following Regional Offices of the Commission: Seven World Trade
Center, 13th Floor, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. In addition, such reports
and other information, to the extent filed on or after May 6, 1996, may be
electronically examined at the Commission's Web site on the Internet located at
http://www.sec.gov. The Company's Common Stock, public warrants and units are
included in the Nasdaq Stock Market and reports and other information concerning
the Company can be inspected and copied at the offices of Nasdaq at 1735 K
Street, N.W., Washington, D.C. 20006.
The Company furnishes its stockholders with annual reports containing,
among other information, financial statements audited by its independent
auditors.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed with the Commission are hereby
incorporated by reference into this Prospectus: (a) the Company's Annual Report
on Form 10-KSB for the year ended December 31, 1995; (b) the Company's Quarterly
Report on Form 10-QSB for the fiscal quarter ended March 31, 1996, as amended by
the Company's Report on Form 10-QSB/A dated June 26, 1996; and (c) the Proxy
Statement for the Company's 1996 Annual Meeting of Stockholders held on June 4,
1996.
All 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 and
prior to the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and shall be deemed a part of this Prospectus from
the date of the filing of such documents. Any statement contained in a document
incorporated by reference shall be deemed to be modified or superseded for all
purposes to the extent that a statement contained in this Prospectus or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon written
or oral request of such person, a copy of any or all of the documents
incorporated by reference as a part of the Registration Statement, other than
exhibits to such documents, unless such exhibits are specifically incorporated
by reference into the information that the Prospectus incorporates. Requests
should be directed to Acrodyne Communications, Inc., 516 Township Line Road,
Blue Bell, Pennsylvania 19422, Attention: A. Robert Mancuso, President
(telephone: (215) 542-7000).
<PAGE>
RISK FACTORS
An investment in the securities offered hereby involves a high degree of
risk. Prospective investors, prior to making an investment decision, should
consider carefully, in addition to the other information contained in this
Prospectus, the following factors:
FINANCIAL CONDITION OF COMPANY; NEED FOR ADDITIONAL FINANCING
The Company's balance sheets as of December 31, 1995 and March 31, 1996,
reflect working capital of $2,120,934 and $2,233,905, respectively, and
accumulated deficits of $945,289 and $1,064,587, respectively. In addition, the
Company's statements of operations for the year ended December 31, 1995 reflect
net income of $9,667 and for the three months ending March 31, 1996 a net loss
of $119,287. The Company has been experiencing negative cash flow and is
dependent upon the receipt of new customer orders on a timely basis or the
proceeds from the conversion of 8% Preferred Stock or the exercise of the
Warrants or additional financing for the continuation of its business. There can
be no assurance that any of the outstanding shares of 8% Preferred Stock will be
converted or that any of the Warrants will be exercised or that the Company will
be able to obtain additional financing on terms acceptable to the Company, if at
all.
OUTSTANDING DEBT OBLIGATIONS AND RESTRICTIONS ON OPERATIONS
The Company has a $1,200,000 credit facility with a bank for working
capital purposes of which $500,000 is reserved for a stand-by letter of credit
to partially secure the Company's senior indebtedness. At March 31, 1996, there
was $200,000 outstanding under such credit facility, which bore interest at the
rate of 9.25% at such date. The credit facility is secured by substantially all
of the Company's assets and contains certain restrictive covenants.
The agreement for the credit facility provides that the Company must
achieve and maintain certain financial ratios and be subject to certain
covenants and restrictions on operations. There can be no assurance that the
Company will be able to achieve or maintain the prescribed financial ratios or
satisfy the covenants or restrictions. Failure to do so would result in a
default under such credit facility and could lead to the acceleration of the
Company's obligations thereunder, and to the bank's right to enforce its
security interest and take possession of the Company's assets. Restrictions on
the operations of the Company may include, among other things, limitations on
the ability of the Company to incur additional indebtedness, to create, incur or
permit the existence of certain liens, to make certain investments, to make
certain sales of assets, to make capital expenditures and investments, to pay
dividends, to effect changes in its method of doing business and to enter into
certain types of transactions. Compliance with these restrictions may have
adverse effects on the Company such as increasing its borrowing costs,
inhibiting it from resolving liquidity problems, or causing the Company to
forego favorable business opportunities. In addition to such credit facility,
the Company has debt obligations in the outstanding principal amount of
$1,221,203, payable primarily to the Company's former majority shareholder,
Marshall Smith.
DEPENDENCE ON SINGLE-SOURCE SUPPLIERS
The Company's main supplier of the tetrode and diacrode tubes (the "Tubes")
it uses in its higher power transmitters is Thomson Components and Tubes Corp.,
Totowa, New Jersey ("Thomson Components"). Thomson Components is a subsidiary of
Thomson-CSF-France ("Thomson-CSF"). The Company, if necessary, can obtain Tubes
from other suppliers, except for the 10, 30 and 60 kilowatt models which are
currently only available from Thomson Components. The Company does not keep its
own supply of Tubes, and has relied on Thomson Components to supply the tubes.
The Company normally informs Thomson Components of its Tube requirements for the
next 12 months. Although Thomson Components historically has met the Company's
Tube requirements on a timely basis, no assurance can be given that this will
remain the case. If the Company were forced to source its Tubes other than from
Thomson Components, significant delays in the delivery of such Tubes would
result or the Company might not be able to obtain the Tubes at all. An inability
to obtain such tubes from Thomson Components or an alternate supplier would have
a material adverse effect on the business of the Company.
The Company's primary supplier of the specialized transistors it uses in
its solid state products is Ericsson, Inc. RF Power Products ("Ericsson")
located in Morgan Hill, California. Although Ericsson historically has met the
Company's specialized transistor requirements on a timely basis, no assurance
can be given that this will remain to be the case. If this source were
interrupted, transistors would be available from a number of other sources;
however, significant delays in obtaining transistors with the specifications
required by the Company also might occur. An inability to obtain such
specialized transistors from Ericsson or an alternate supplier would have a
material adverse effect on the business of the Company.
The Company has never entered into any written agreements, other than
customary purchase orders, with either Ericsson or Thomson-CSF, in connection
with its purchases of components in the last 25 years. Both Ericsson and
Thomson-CSF have historically filled the Company's orders on a timely basis, but
no assurance can be given that the Company will be able to obtain sufficient
quantities of these components as needed. Any failure to obtain such components
would have a material adverse effect on the Company.
Two of Thomson-CSF's other divisions, Comark Communications Inc. ("Comark")
and Thomson LGT, are competitors of the Company. There can be no assurances that
Thomson Components, due to its relationship with both Comark and Thomson LGT,
will not discontinue its supply of components to the Company.
RISKS ASSOCIATED WITH FOREIGN SALES
For the fiscal year ended December 31, 1995 and the three month period
ending March 31, 1996, approximately 30% and 12% of the Company's sales were
made to foreign customers. The Company's business is subject to risks associated
with its dependence on foreign customers, including foreign regulatory approval
requirements, economic and political conditions prevailing in foreign countries,
shipping delays, fluctuations in exchange rates, and any trade barriers,
including customs duties, export quotas, tariff increases or other import or
export restrictions now existing or which may be imposed in the future. The
future imposition of high customs duties, tariffs, quotas or other import
restrictions or barriers in the countries where the Company sells its products
likely would result in lost revenues to the Company, which would have a material
adverse effect on the Company's business and results of operations.
DEPENDENCE ON SIGNIFICANT CUSTOMERS
The Company's largest recurring customer, the United States Government
Services Administration, accounted for approximately 3% in 1995 and 4% in 1994
of the Company's annual revenues. The Company has no contract with such customer
and the loss of such customer would not have a material adverse effect on the
business of the Company. Additionally, for the fiscal year ended December 31,
1995, four foreign and two domestic customers accounted for 13.5% and 10%,
respectively, of the Company's sales, and for the three months ended March 31,
1996, four foreign and two domestic customers accounted for 9% and 36%,
respectively, of the Company's sales. The Company's business has historically
been dependent upon a relatively small number of significant transactions with
one-time customers. Such a high concentration of sales can lead to potential
volatility in revenues and profits, since there can be no assurance that the
Company will be able to consummate transactions with such types of customers in
the future.
INTENSE COMPETITION; TECHNOLOGICAL CHANGES
The Company sells its products in highly competitive markets in which
competing products are available from approximately 6 nationally and 13
internationally recognized competitors. The majority of such competitors have
greater financial and technical resources than the Company and are
well-established, with reputations for success in the sale and service of their
products. The Company's continued ability to compete rests primarily on its
reputation for product quality, timely deliveries and customer service. The
Company's competitive position also depends upon its periodic introduction of
products with enhanced power performance characteristics required by customers.
The Company's new product design and development requires continuous spending on
research and development. Although historically the technologies used in the
Company's business have evolved slowly and have not been subject to rapid or
radical changes, the advent of digital technology could signal a shift in the
television transmission industry which could result in renewed competition and
the need for research and development expenses substantially greater than those
experienced in the past by the Company. No assurance can be given that the
Company will be able to compete successfully in the future or that competitors
will not develop technologies or products that render the Company's products
obsolete for certain applications or less marketable.
INTENSE COMPETITION IN INTERNATIONAL MARKETS
The international markets in which the Company competes are characterized
by intense competition in both the higher power and lower power segments. The
Company's major competition internationally comes from Thomson-CFS (France),
Nippon Electric Corporation (Japan), GEC-Marconi Communications Limited (United
Kingdom), Pesa Electronica S.A. (Spain) and Rhode & Schwarz (Germany). The
foregoing competitors have a dominant market position within their home
countries. The Company does not expect that it will be able to compete with such
companies in their respective home countries in the near future. No assurance
can be given that the Company will be able to compete in any other international
market in the future.
RELIANCE ON KEY PERSONNEL
The Company's success is dependent to a significant degree upon the efforts
of A. Robert Mancuso, its President, who has one and one-half year's experience
directing a company in the Company's industry, as well as Daniel D. Traynor and
Dr. Timothy P. Hulick, who are presently employed as the Company's General
Manager, Vice President and Director and the Company's Vice President of
Engineering, respectively, and have been with the Company for 26 and 11 years,
respectively. The loss of the services of either Mr. Mancuso, Mr. Traynor or Dr.
Hulick would likely have a material adverse effect on the Company. The Company
has obtained a key man life insurance policy on Mr. Mancuso in the amount of
$1,000,000. Moreover, the successful design, manufacture and marketing of the
Company's products are dependent upon the availability of adequate numbers of
trained and qualified personnel. Although the Company believes it has sufficient
qualified employees to service its business at this time, the Company may not be
successful in attracting qualified personnel in the future, when needed, or in
retaining such persons.
POTENTIAL ADVERSE DEVELOPMENTS IN DOMESTIC REGULATION
As a manufacturer of television transmitters and translators, the Company
is subject to legislation adopted by Congress and certain state legislatures and
to regulation by the Federal Communications Commission ("FCC") and various state
regulatory agencies with respect to the manufacturing and sale of such
transmitters. Although the Company believes that it is currently in compliance
with all such laws, there can be no assurance that the Company will remain in
compliance with such laws or that those regulatory bodies will not adopt
legislation or regulations or take other actions that would have a material
adverse effect on the business of the Company. In addition, any decrease in the
number of construction permits granted to television station owners could
adversely affect the Company.
LIMITED PATENTED TECHNOLOGY
Other than six patents which have been granted, none of the Company's
current products are protected by patents. The Company relies on proprietary
know-how and trade secrets and employs various methods to protect the processes,
concepts, ideas and documentation associated with its proprietary products. The
Company's success depends, in part, on its ability to protect these patents,
maintain trade secret protection and operate without infringing on the
proprietary rights of third parties. There can be no assurance that the
Company's patent rights will provide the Company with competitive advantages or
not be challenged by third parties. Furthermore, there can be no assurance that
others will not independently develop similar or superior technologies,
duplicate any of the Company's processes or design around the Company's patented
processes. In addition, the Company could incur substantial costs in defending
itself in patent infringement suits brought against the Company or in bringing
patent infringement suits against third parties. The Company also protects its
technology and trade secrets by requiring all of its key employees to execute
confidentiality agreements. No assurance can be given that these agreements will
not be breached, that the Company will have adequate remedies for any breach, or
that the Company's trade secrets and proprietary know-how will not otherwise
become known or independently discovered by others.
NO DIVIDENDS
The Company anticipates that all of its earnings available to its Common
Stock in the foreseeable future will be retained to finance the growth of its
business and does not intend to pay cash dividends on its Common Stock in the
foreseeable future.
AUTHORIZATION OF PREFERRED STOCK WITHOUT STOCKHOLDER APPROVAL
The Company's Certificate of Incorporation authorizes the issuance of
1,000,000 shares of preferred stock, $1.00 par value per share, with such
designations, rights and preferences as may be determined from time to time by
the Board of Directors. Accordingly, the Board of Directors is empowered,
without stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting or other rights which could adversely affect the
voting power or other rights of the holders of the Common Stock. In the event of
issuance, the preferred stock could be used under certain circumstances as a
method of discouraging, delaying or preventing a change in control of the
Company. Although the Company has no present intention to issue any shares of
its preferred stock, other than shares of the 8% Preferred Stock, there can be
no assurance that the Company will not do so in the future.
CURRENT PROSPECTUS AND STATE BLUE SKY REGISTRATION REQUIRED TO CONVERT 8%
PREFERRED STOCK OR TO EXERCISE WARRANTS
The Company will be able to issue shares of its Common Stock upon
conversion of the 8% Preferred Stock or upon exercise of the Warrants only if
there is then a current prospectus relating to such Common Stock, and only if
such Common Stock is qualified for sale or exempt from qualification under
applicable state securities laws of the jurisdictions in which the various
holders of the 8% Preferred Stock or of the Warrants, as the case may be,
reside. Although the Company intends to seek to qualify for sale the shares of
Common Stock underlying the 8% Preferred Stock or Warrants, as the case may be,
in those states in which the securities are to be offered, no assurance can be
given that such qualification will occur. The Warrants may be deprived of any
value and the market for the 8% Preferred Stock or the Warrants may be limited
if a current prospectus covering the Common Stock issuable upon the conversion
of the 8% Preferred Stock or the exercise of the Warrants, as the case may be,
is not kept effective or if such Common Stock is not qualified or exempt from
qualification in the jurisdictions in which the holders of the 8% Preferred
Stock or the Warrants, as the case may be, reside.
THE COMPANY
The Company was incorporated in Delaware in May 1991 as a blind pool for
the purpose of acquiring an operating business. The Company consummated its
initial public offering in January 1993, raising net proceeds of approximately
$635,000. On October 24, 1994, the Company consummated the acquisition of
Acrodyne Industries, Inc. ("Acrodyne") and raised approximately $4 million in a
public offering of Units consisting of one share of common stock and one
redeemable common stock purchase warrant (the "October 1994 Offering"). The
proceeds of the October 1994 Offering were used to consummate the acquisition of
Acrodyne and for working capital purposes. Upon the acquisition of Acrodyne,
Acrodyne became a wholly-owned subsidiary of the Company. The Company's initial
change of name from Decision Capital Corp. to Acrodyne Holdings, Inc. was made
in anticipation of the acquisition of Acrodyne. The name of Acrodyne Holdings,
Inc. was changed to the Company's present name by vote of the shareholders at
the Company's 1995 Annual Meeting.
As of July 29, 1996, the Company exercised its right to redeem all of its
then outstanding publicly-traded warrants. In connection with such redemption,
the Company's warrants and units which were previously publicly traded and
quoted on the Nasdaq Stock Market are no longer publicly traded or quoted on
such Market.
The Company's transfer agent and warrant agent is North American Transfer
Co. and their address is 147 West Merrick Road, Freeport, New York 11520.
USE OF PROCEEDS
The net proceeds to the Company upon the conversion of all outstanding
shares of the 8% Preferred Stock would be approximately $1,050,000. There can be
no assurance that any or all of the outstanding shares of 8% Preferred Stock
will be converted into shares of Common Stock. The net proceeds to the Company
upon the exercise of all of the Warrants would be approximately $1,525,000.
There can be no assurance that any or all of the Warrants will be exercised.
Any net proceeds received by the Company upon the conversion of the
Preferred Stock or the exercise of the Warrants will be used for working capital
and other general corporate purposes. Pending use of the net proceeds, the
Company intends to invest such proceeds in short-term, interest-bearing
obligations.
SELLING SHAREHOLDERS
Set forth below are the names of each Selling Shareholder, the number of
shares of Common Stock owned as of the date of this Prospectus by each Selling
Shareholder, the number of Shares which may be offered by each Selling
Shareholder, the number of shares of Common Stock to be owned by each Selling
Shareholder upon completion of the offering contemplated hereby and the
percentage of total shares of Common Stock outstanding owned by each Selling
Shareholder upon completion of the offering contemplated hereby.
<TABLE>
<CAPTION>
Percent of total
Number of shares shares outstanding
which may be Number of shares owned after
Number of offered pursuant to owned if all shares completion of this
Selling Shareholder shares owned this Prospectus are sold offering
<S> <C> <C> <C> <C>
Furst Associates 130,0000* 130,000* 0 0%
Eagle Partners 67,500* 67,500* 0 0%
FM Partners 52,500* 52,500* 0 0%
Dynamic Value 12,500* 12,500* 0 0%
Partners
Colin Winthrop 325,000** 325,000** 0 0%
& Co., Inc.
</TABLE>
- ----------------------------------------
* Assumes conversion into Common Stock, pursuant to this Prospectus, of all
shares of 8% Preferred Stock held by such Selling Shareholder. See "Plan of
Distribution."
** Assumes exercise for Common Stock, pursuant to this Prospectus, of all
Warrants held by such Selling Shareholder. See "Plan of Distribution."
PLAN OF DISTRIBUTION
Upon conversion of the 8% Preferred Stock held by a Selling Shareholder
into, or the exercise of Warrants held by a Selling Shareholder for, Common
Stock pursuant to this Prospectus, as described below, offers and sales of
shares of Common Stock by such Selling Shareholder may be effected from time to
time in one or more transactions, directly by such Selling Shareholder, or
through agents, dealers, brokers or underwriters to be designated from time to
time. Such offers or sales may be effected on the Nasdaq Stock Market, in
negotiated off-market transactions, in a combination of such methods of sale or
by any other legally available means. The selling price of the shares may be at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at fixed prices or at negotiated prices.
The 262,500 shares of Common Stock offered hereunder in the aggregate by
Furst Associates, Eagle Partners, FM Partners and Dynamic Value Partners
(collectively, the "8% Preferred Shareholders") are being registered in
connection with the respective Registration Rights Agreements (collectively, the
"8% Preferred Registration Rights Agreements") entered into by the Company with
each such shareholder as follows: (i) with Furst Associates as of March 29, 1996
with respect to the registration of up to 130,000 shares of Common Stock; (ii)
with Eagle Partners as of March 29, 1996 with respect to the registration of up
to 67,500 shares of Common Stock; (iii) with FM Partners as of May 7, 1996 with
respect to the registration of 52,500 shares of Common Stock; and (iv) with
Dynamic Value Partners as of May 7, 1996 with respect to the registration of up
to 12,500 shares of Common Stock. Each 8% Preferred Holder will receive the
shares of Common Stock to be offered by such shareholder hereby upon conversion,
if any, by such holder of the shares of 8% Preferred Stock held by such holder.
According to the terms of the 8% Preferred Registration Rights Agreements, the
Company must provide each 8% Preferred Shareholder with up to two (2) demand
registrations of all or part of the shares of Common Stock into which such
shareholder's 8% Preferred Stock may be, or is, converted at the time of such
demand, by preparing and filing a registration statement with the Securities and
Exchange Commission. The Company has also provided the 8% Preferred Shareholders
with piggyback registration rights ("Piggyback Rights") whereby, if the Company
determines to file a registration statement in connection with the proposed
offer and sale of its securities, the Company shall provide written notice to
the 8% Preferred Shareholders, who in turn may request that the Company include
all or part of their shares to be so registered. In both instances, the Company
is required to use its best efforts to cause such registration statement to
become effective within 90 days thereof and is obligated to pay substantially
all of the expenses and in certain circumstances, to indemnify the 8% Preferred
Shareholders against certain liabilities in connection with the filing,
including liabilities which may arise under the Securities Act.
The Company will issue up to an aggregate of 325,000 shares of Common Stock
upon exercise of the Warrants in accordance with their terms. The Company will
issue up to 100,000 shares of Common Stock upon the exercise of the $4.00
Winthrop Warrants. Pursuant to the terms of the $4.00 Winthrop Warrants which
were issued by the Company to Colin Winthrop as of January 1, 1996, Colin
Winthrop is entitled Piggyback Rights to register the Common Stock underlying
its warrants to acquire up to 100,000 shares of Common Stock on a registration
statement to be filed with the Commission. The Colin Winthrop Warrants entitle
the holder to purchase up to 100,000 shares of Common Stock at $4.00 per share
and must be exercised prior to 5:00 p.m., New York time, on December 31, 1998.
The Company is required to use its best efforts to cause such registration
statement to become effective within 180 days of filing and is obligated to pay
substantially all of the expenses and in certain circumstances to indemnify the
holder of the $4.00 Winthrop Warrants against certain liabilities in connection
with the filing, including liabilities which may arise under the Securities Act.
The Company will also issue up to 225,000 shares of Common Stock upon the
exercise of the $5.00 Winthrop Warrants. The terms of the $5.00 Winthrop
Warrants are substantially identical to the terms of the $4.00 Winthrop
Warrants, except that the $5.00 Winthrop Warrants were issued by the Company to
Colin Winthrop as of April 1, 1996, entitle the holder thereof to purchase up to
225,000 shares of Common Stock at $5.00 per share and must be exercised prior to
5:00 p.m., New York time, on March 31, 1999.
In order to comply with the securities laws of certain states, if
applicable, the shares of Common Stock will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
states the shares may not be sold unless the shares have been registered or
qualified for sale in such state or a exemption from registration or
qualification is available and complied with.
LEGAL MATTERS
The validity of the securities offered hereby are being passed upon for the
Company by Stroock & Stroock & Lavan, New York, New York, special counsel to the
Company.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-KSB for the year ended December 31, 1995, have been
so incorporated in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
No dealer, salesman or any other person as
been authorized to give any information or to make
any representations not contained in the Prospectus,
and, if given or made, such information or
representation must not be relied upon as having
been authorized by the Company or any of the
Solicitors. This Prospectus does not constitute an
offer of any securities other than those to which it
relates or an offer to sell, or a solicitation of an
offer to buy, to any person in any jurisdiction where
such an offer or solicitation would be unlawful.
Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, 262,500 shares of Common Stock to be
create any implication that the information contained issued by the Company upon conversion
herein is correct as of any time subsequent to the of outstanding shares of the Company's
date hereof. 8% Convertible Redeemable Preferred Stock
and 325,000 shares of Common Stock to be
issued by the Company upon exercise of
outstanding warrants
TABLE OF CONTENTS Page
Available Information..................................................... 2
Documents Incorporated by
Reference............................................................... 2 ACRODYNE
Risk Factors.............................................................. 3 COMMUNICATIONS, INC.
The Company............................................................... 6
Use of Proceeds........................................................... 7
Selling Shareholders...................................................... 7
Plan of Distribution...................................................... 7
Legal Matters............................................................. 8
Experts................................................................... 8
PROSPECTUS
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses expected to be
incurred by the Registrant in connection with the offering described in this
Registration Statement.
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<S> <C>
Accounting Fees and Expenses............................................$ 4,000
Legal Fees and Expenses................................................. 10,000
Miscellaneous........................................................... 1,000
Total..........................................................$16,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Laws of the State of Delaware
("DGCL") permits a Delaware corporation to indemnify any 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 (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he 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, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
In the case of an action by or in the right of the corporation, Section 145
of the DGCL permits the corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation. No indemnification may be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in the preceding two paragraphs, Section 145 requires
that he be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
Section 145 provides that expenses (including attorneys' fees) incurred by
an officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director, or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in Section 145 of the DGCL.
Article Eight, subsection a of the Registrant's Certificate of
Incorporation eliminates the personal liability of the directors of the
Registrant to the Registrant or its stockholders for monetary damages for breach
of fiduciary duty as directors, with certain exceptions. Article Eight,
subsections f, g and h require indemnification of directors and officers of the
Registrant, and for advancement of litigation expenses to the fullest extent
permitted by Section 145 of the DGCL
ITEM 16. EXHIBITS.
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
4.1 Specimen Share Certificate (Incorporated by reference from Exhibit 4.1
filed with the Company's Registration Statement on Form SB-2 (File No.
33-82910)).
*4.2 Form of $4.00 Common Stock Purchase Warrants issued to Colin Winthrop.
*4.3 Form of $5.00 Common Stock Purchase Warrants issued to Colin Winthrop.
*5 Opinion of Stroock & Stroock & Lavan as to the legality of the shares
issuable upon conversion of the 8% Preferred Stock and upon exercise of
the Warrants.
23.1 Consent of Price Waterhouse LLP, accountants for the Company.
*23.2 Consent of Stroock & Stroock & Lavan, special counsel to the Company.
*24.1 Power of Attorney.
____________________
* Previously filed.
ITEM 17. UNDERTAKINGS.
(a) Rule 415 Offering. The registrant hereby undertakes to: (1) 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
information on the plan of distribution; (2) for determining liability under the
Securities Act, 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; and (3) file a post-effective
amendment to remove from registration any of the securities that remain unsold
at the end of the offering.
(b) Request for Acceleration of Effective Date. Insofar as indemnification
for liabilities arising under the Securities Act of 1993 (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
for 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.
<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 Blue Bell, Commonwealth of Pennsylvania, on August 8,
1996.
ACRODYNE COMMUNICATIONS, INC.
By: /s/ A. Robert Mancuso
---------------------
A. Robert Mancuso
Chairman of the Board and President
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.
<TABLE>
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Signature Title Date
<S> <C> <C>
/s/ A. Robert Mancuso Chairman of the Board of Directors, August 8, 1996
- ------------------------------------
A. ROBERT MANCUSO President and Director (Principal Executive
Officer and Chief Financial Officer)
* Secretary and Director August 8, 1996
- -------------------------------------
MARTIN J. HERMANN
* Director August 8, 1996
- -------------------------------------
DR. ELMER LIPSEY
* General Manager, Vice President and August 8, 1996
- -------------------------------------
DANIEL D. TRAYNOR Director
*By: /s/ A. Robert Mancuso
----------------------------------
A. ROBERT MANCUSO,
as Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
4.1 Specimen Share Certificate (Incorporated by reference from Exhibit 4.1
filed with the Company's Registration Statement on Form SB-2 (File No.
33-82910)).
*4.2 Form of $4.00 Common Stock Purchase Warrants issued to Colin Winthrop.
*4.3 Form of $5.00 Common Stock Purchase Warrants issued to Colin Winthrop.
*5 Opinion of Stroock & Stroock & Lavan as to the legality of the shares
issuable upon conversion of the 8% Preferred Stock and upon exercise of
the Warrants.
23.1 Consent of Price Waterhouse LLP, accountants for the Company.
*23.2 Consent of Stroock & Stroock & Lavan, special counsel to the Company.
*24.1 Power of Attorney.
____________________
* Previously filed.
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
March 14, 1996 appearing on page 27 of Acrodyne Communications Inc.'s (formerly
Acrodyne Holdings, Inc.) Annual Report on Form 10-KSB for the year ended
December 31, 1995. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
August 6, 1996
