<PAGE> 1
As filed with the Securities and Exchange Commission on February 28, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------
PRECISION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 41-1425909
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
11800 30TH COURT NORTH
ST. PETERSBURG, FLORIDA 33716
(813) 572-9300
(Address, including zip code, and telephone number,
including area code of registrant's principal executive offices)
STEVEN H. GRANT
11800 30TH COURT NORTH
ST. PETERSBURG, FLORIDA 33716
(813) 572-9300
(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 practical after this registration statement becomes effective.
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(b) 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. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 $ $ $
Par Value 2,688,230 4.25 11,424,978 3,462.11
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457 under the Securities Act of 1933, as amended,
the proposed maximum offering price per share and the proposed maximum aggregate
offering price are estimated solely for purposes of calculating the registration
fee and are based upon the average of the high and low prices of the Common
Stock of the registrant on the NASDAQ Stock Market on February 27, 1997.
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> 2
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 be 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 ____________, 1997
PROSPECTUS
Precision Systems, Inc.
2,688,230 Shares
Common Stock, $.01 Par Value
This Prospectus relates to 2,688,230 shares (the "Offered Stock") of
Common Stock, $.01 par value per share (the "Common Stock"), of Precision
Systems, Inc., a Delaware corporation together with its direct and indirect
wholly owned and controlled subsidiaries (the "Company"), which may be
distributed, sold or otherwise transferred from time to time by and for the
account of the selling stockholders named herein, including their permitted
pledges, donees, transferees and other successors in interest. It is anticipated
that the Company will not receive any of the proceeds from any sale of the
Offered Stock, but has agreed to bear certain costs relating to the registration
of the Offered Stock (currently estimated to be $20,000). The aggregate proceeds
to the selling stockholders from the shares of Common Stock will be the purchase
price thereof less commissions and discounts, if any, and other expenses of
distribution not borne by the Company. See "Selling Stockholders" and "Plan of
Distribution."
Pursuant to that certain Stock Purchase Agreement, dated as of October
2, 1996 (the "Stock Purchase Agreement"), by and among the Company and the
selling stockholders, the Company acquired all of the common stock of BFD
Productions, Inc. ("BFD"), as a result of which BFD became a wholly-owned
subsidiary of the Company. The selling stockholders of BFD ("BFD Selling
Stockholders") received an aggregate of 272,285 shares of Common Stock in
connection with the acquisition. The Company has agreed that it will cause the
resale of the Common Stock received by the Selling Stockholders to be registered
under the Securities Act of 1933, as amended (the "Securities Act"). An
additional 2,415,945 shares of Common Stock may be offered and sold by RMS
Limited Partnership (collectively with BFD Selling Stockholders, the "Selling
Stockholders").
The shares of Offered Stock may be offered and sold from time to time
by the Selling Stockholders directly or through broker-dealers who may act
solely as agents, or who may acquire shares as principals. The distribution of
the shares of Offered Stock may be effected in one or more transactions that may
take place through Nasdaq Stock Market, including block trades or ordinary
broker's transactions, or through privately negotiated transactions, or in
accordance with Rule 144 under the Securities Act, or through a combination of
any such method of sale, at market prices or at negotiated prices. Usual and
customary or negotiated brokerage fees or commissions may be paid by the Selling
Stockholders in connection with such sales. The Selling Stockholders and any
dealers or agents that participate in the distribution of the Offered Stock may
be deemed to be "underwriters" within the meaning of the Securities Act, and any
profit on the sale of the Offered Stock by them and any commissions received by
any such dealers or agents might be deemed to be underwriting discounts and
commissions under the Securities Act. See "Plan of Distribution."
The Company's Common Stock is traded on the Nasdaq Stock Market under
the symbol "PSYS". Additionally, the Company's Common Stock is traded on the
Boston Stock Exchange under the symbol "PNS". On February 27, 1997 the last
reported sale price of the Common Stock was $4.375 per share.
------------------------------------------
SEE "RISK FACTORS" ON PAGES 6 TO 9 FOR A DESCRIPTION OF CERTAIN RISKS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
------------------------------------------
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 _______________ 1997.
<PAGE> 3
AVAILABLE INFORMATION
Precision Systems, Inc. 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 Securities and
Exchange Commission (the "Commission"). Reports, proxy material and other
information concerning the Company can be inspected and copied at the office of
the Commission at 450 Fifth Street, NW, Washington, DC 20549 or at its regional
offices, Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661 and
Seven World Trade Center, New York, New York 10048. Copies of such material can
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, NW, Washington, DC 20549 at prescribed rates.
The Company has filed with the Commission a registration statement on
Form S-3 (together with all amendments and exhibits, the "Registration
Statement") under the Securities Act, with respect to the shares of Common Stock
offered hereby. This prospectus (the "Prospectus"), which constitutes a part of
the Registration Statement, does not contain all of the information set forth in
the Registration Statement or the exhibits and schedules thereto. For further
information, reference is made to such Registration Statement and exhibits.
Statements made in this Prospectus as to the content of any contract, agreement
or other document referred to are not necessarily complete. With respect to each
such contract, agreement or other document filed as an exhibit to the
Registration Statement, reference is made to the Registration Statement, each
such statement being qualified in all respects by such reference, which may be
inspected and copied in the manner and at the sources described above.
The Company is an electronic filer under the EDGAR (Electronic Data
Gathering, Analysis and Retrieval) system maintained by the Commission. The
Commission maintains a Web site (http://www.sec.gov) on the Internet that
contains reports, proxy statements, information statements and other information
filed electronically by the Company with the Commission.
<PAGE> 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Precision Systems, Inc. with the
Commission pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended August 31, 1996.
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended November 30, 1996.
3. The description of the Common Stock of the Company which is
contained in the Company's Registration Statement on Form 10
dated April 27, 1992, amended by Form 8 on June 22, 1994, and
July 24, 1994 and August 3, 1994.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the
offering made hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein will 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 any such statement. Any such statement so modified or superseded will
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the request of such
person, a copy of any of the foregoing documents incorporated herein by
reference (other than the exhibits to such documents unless such exhibits are
specifically incorporated by reference into such documents). Written or
telephone requests should be directed to Precision Systems, Inc. at its
principal executive offices, 11800 30th Court North, St. Petersburg, Florida
33716, Attention: Investor Relations (telephone number 813.572.9300, extension
3227).
<PAGE> 5
RISK FACTORS
In addition to the other information contained or incorporated by
reference in this Prospectus, the following factors should be considered
carefully by prospective investors in evaluating the Company before purchasing
any of the securities offered hereby. Except for the historical information
contained or incorporated by reference in this Prospectus, the matters discussed
in this Prospectus are forward looking statements that involve risks and
uncertainties, including dependence on certain customers, competition,
volatility of stock price, key personnel and management of growth,
business-related risks, international operations, dividend policy, technological
changes, limited sources of supply, marketing uncertainties, future operating
results, cash flow and quarterly fluctuations, business expansion, shares
eligible for future sale, litigation, product protection and patents and
licenses and the other matters detailed to or referred to below and from time to
time in the Company's other reports filed with the Commission. The actual
results that the Company achieves may vary materially from those set forth in or
implied by any forward looking statements due to such risks and uncertainties.
DEPENDENCE ON CERTAIN CUSTOMERS
Sales to MCI Telecommunications, Inc. accounted for approximately 50%
of the Company's revenues for the year ended August 31, 1996. The loss of this
customer could have a material adverse effect on the Company's operations and
financial condition.
COMPETITION
The worldwide telecommunications industry is highly competitive. The
Company believes that the features and functionalities of its products coupled
with its distribution capability, system reliability, service, support, and
pricing, position the Company to compete in the telecommunications industry
worldwide. In addition, the Company is committed to ongoing research and
development (R&D) efforts and is dedicated to developing new products and
strengthening existing products. The Company views its extensive R&D efforts as
essential to maintaining a competitive position in the industry.
One of the most important competitive advantages for the Company is its
multi-application platform. It is the Company's view that the majority of
service providers purchasing enhanced services now consider it a necessity to
have the ability to run multiple applications on a single platform. If a service
provider introduces an enhanced service that does not deliver the expected
subscriber acceptance, it has the capability to add-on or replace the service
with a different application which can run on the same installed platform. A
multi-application platform diffuses the risk associated with the investment
required to run enhanced services. In addition, the Company's multi-application
platform enables a layered, open architecture design to support the most widely
used hardware solutions (including media servers, switches, voice response
units, and network standards).
In the United States, the manufacturing prohibition that precluded the
Regional Bell Operating Companies ("RBOCs") from manufacturing hardware and
software that provide voice processing services has been lifted. This allows the
RBOCs to compete against the Company for these products. It is the Company's
view that the RBOCs will focus their priorities on protecting their existing
customers and markets, moving into their competitors' markets, and introducing
new services. The Company believes that in order to introduce new services
competitively, the RBOCs will contract with companies, such as Precision
Systems, so as to eliminate the large capital investment, expertise, and time
necessary to develop these products. However, the Company could potentially be
competing with the RBOCs for provision of these types of services.
Internationally, it is the Company's view that the deregulation
underway or proposed in many countries will continue to increase the
opportunities for expansion of markets for the Company's products. The
acquisition of Vicorp was a major factor in establishing an international
presence for the Company as Vicorp is a European-based company that has an
existing customer base and strong partner relationships. See "International
Operations."
The Company expects to continue to face substantial competition from
existing and new competitors including other companies with considerably greater
financial, technical, marketing and sales resources. The Company also
anticipates that a number of its competitors will be introducing new or enhanced
products during the next several years. Accordingly, other companies may
succeed in developing products earlier than the Company or developing products
that are more effective or less costly than those developed and introduced by
the Company.
<PAGE> 6
VOLATILITY OF STOCK PRICE
Based on its trading history, the Company believes that the market for
the Company's Common Stock is highly volatile. Factors such as quarterly
fluctuations in operating results, announcements by the Company or its
competitors or technological innovations or product improvements, as well as
changes in general economic conditions and other factors, potentially affect the
market price of the Common Stock. The Company's three largest shareholders, Alta
Investissments SA (2,808,427 shares of Common Stock), Vulcan Ventures
Incorporated (2,750,000 shares of Common Stock) and RMS Limited Partnership
(2,415,945 shares of Common Stock and 10,000 shares of Series A Preferred Stock
which are convertible into 1,218,487 shares of Common Stock) own large blocks of
the Company's Common Stock. RMS Limited Partnership has exercised its
"piggyback" registration rights with respect to 2,415,495 shares of Common
Stock. The Company has caused the resale of those shares of Common Stock to be
registered under the Securities Act, which registration could cause a large
number of shares of Common Stock to be sold in the public market. The Company is
unable to predict the effect that sales by the Selling Stockholders may have on
the then prevailing price of the Common Stock. However, such sales may have an
adverse effect on the market price for the Common Stock and could impair the
Company's ability to raise capital through an offering of its securities.
See "Shares Eligible for Future Sale."
KEY PERSONNEL AND MANAGEMENT OF GROWTH
The Company's success will depend upon the continued contributions of
its officers and key personnel, the loss of any of whom could materially
adversely affect the Company's operations. The Company's growth will depend upon
its ability to attract and retain skilled employees, particularly in sales and
research and development, and the ability of its officers and key employees to
successfully manage growth, to implement appropriate management information
systems and controls to assure timely delivery of the Company's products, and to
continue to refine its products and to develop new products which incorporate
advancements in technology. Any failure to do so could have a material adverse
effect on the Company's operations.
BUSINESS-RELATED RISKS
The information set forth under the captions "Competition" and
"Customers" in Part I of the Company's Annual Report on Form 10-K for the fiscal
year ended August 31, 1996, in addition to the other information included
therein, is hereby incorporated by reference herein.
INTERNATIONAL OPERATIONS
A significant portion of the Company's business is derived from
international markets, including major operations throughout Europe. Such
operations may be subject to various risks including governmental activities
that may limit or disrupt markets, restrict the movement of funds or result in
the deprivation of contract rights or the taking of property without fair
compensation. In certain countries, such operations may be subject to the
additional risk of fluctuating currency values and exchange controls. In the
international markets in which the Company operates, it is subject to various
laws and regulations with respect to the operation and taxation of its business,
the imposition, application and interpretation of which can prove to be
uncertain.
DIVIDEND POLICY
The Company has not paid any cash dividends on its Common Stock. It is
currently contemplated that the Company will not pay cash dividends on its
Common Stock in the immediately foreseeable future. The payment and level of
cash dividends by the Company on its Common Stock are subject to the discretion
of the Board of Directors of the Company. Decisions regarding the payment of
dividends will be based upon a number of factors, including the operating
results and financial requirements of the Company. The Company's dividend policy
will be reviewed by the Board of Directors of the Company at such future times
as may be appropriate in light of relevant factors existing at such times.
<PAGE> 7
TECHNOLOGICAL CHANGES
The market for the Company's products is subject to rapid technological
change, requiring a high level of expenditures by the Company for research and
development. Current competitors or new market entrants may introduce and
deliver new products or features that could adversely affect the competitive
position of the Company's systems in some or all of its markets. In order to
maintain its competitive position, the Company must continue to enhance its
existing products and to develop and market new products successfully, and there
is no assurance that the Company will be able to do so.
The Company releases performance enhancements and new features for its
products on an ongoing basis. Because of the increasing complexity of the
Company's products, these efforts have continued to increase in technical
difficulty. Products as complex as the Company's often contain undetected errors
or "bugs" when first released, which are discovered only after the product has
been used by different customers and in varying applications. Because of the
importance the Company places on product reliability, the Company has, from time
to time, temporarily delayed product shipments to complete "debugging" efforts.
Moreover, rapid technology changes in the voice and data communications industry
may render the Company's technology obsolete at any time, requiring the Company
to react quickly to develop more sophisticated and competitive technology and
thereby increasing the possibility of design errors. Identifying and correcting
errors and making required design modifications typically is costly, can be time
consuming and be expected to become more difficult as the Company's products
increase in complexity. Despite extensive testing, there can be no assurance
that errors will not be discovered in the future, causing delays in product
introductions and shipments or requiring design modifications which could
adversely affect operating results.
LIMITED SOURCES OF SUPPLY
Although the Company generally uses standard parts and components in
assembling its products, certain of the processing boards used in the Enhanced
Services Platform ("ESP") platform are currently manufactured to the Company's
specifications by a single supplier. The Company is currently exploring the
availability of additional manufacturing capacity for these processing boards.
To date, the Company has been able to obtain adequate supplies of these
components in a timely manner from existing sources. However, delay or lack of
supply from existing sources or the inability to develop alternative sources if
and as required in the future could adversely affect the Company's operating
results.
MARKETING UNCERTAINTIES
The Company plans to expand its current efforts to market its product
by increasing the number of its direct sales personnel and by entering into
additional joint marketing arrangements with computer and telephone switch
manufacturers. The Company expects that, for 1997, it will substantially
increase its marketing efforts in the Asia/Pacific region in order to increase
its revenue opportunities. In the course of expanding its marketing efforts, the
Company may encounter many of the difficulties typically associated with such an
expansion, including problems in identifying and retaining qualified sales
personnel. While the Company believes that an expanded marketing effort will
contribute to an increase in sales, there can be no assurance that this increase
will occur or that any increase will be sufficient to offset increased costs of
marketing.
FUTURE OPERATING RESULTS, CASH FLOW AND QUARTERLY FLUCTUATIONS
Based on the facts that the Company acquired Vicorp N.V. in April, 1996
and BFD Productions in October, 1996 (both acquisitions accounted for using the
purchase method) and that the Company participates in a rapidly changing
technological market, the Company can give no assurance as to its ability to
generate revenue growth, profitability or positive cash flow on a quarterly or
annual basis. The Company's operating expenses are increasing as the Company
expands its operations, and operating results for 1997 will potentially be
adversely affected if revenues do not increase correspondingly. Management is
actively involved in discussions with several potential sources of capital
investment. The Company expects that with the recent acquisitions of Vicorp N.V.
and BFD Productions, Inc., its working capital requirements will increase
significantly over prior periods. The Company will be able to fund its operating
and investing activities through 1997 through the use of its current working
capital, including the collection of existing accounts receivables and the
generation of future revenue. In the event that such sources prove to be
insufficient, the Company may be required to seek additional debt or equity
<PAGE> 8
financing. However, there is no assurance that any such efforts will result on
additional capital sources for the Company.
BUSINESS EXPANSION
The Company expects to engage in significant research and development
and to undertake marketing efforts in order to introduce new products and
services. There can be no assurances that such products and services can be
developed or marketed or that the sales of such products and services will be
profitable to the Company. In addition, the Company may attempt to acquire
complementary businesses which manufacture products or provide services in the
industry. There can be no assurances that acquisition candidates can be found,
that acquisitions can be consummated on favorable terms or that such
acquisitions, if completed, will be successful. Additionally, given the
Company's acquisition of Vicorp N.V. and its large presence in international
markets, regulatory, monetary, and inflationary factors can potentially
negatively impact the Company's operations in the future.
SHARES ELIGIBLE FOR FUTURE SALE
As a result of the offering made hereby, 2,688,230 shares of the
Company's Common Stock become freely tradable. Consequently, substantial sales
of the Company's Common Stock may occur in connection with this offering. In
addition, subject to certain limitations, Vulcan Ventures Incorporated
("Vulcan") is entitled to request the registration of the greater of 750,000
shares of Common Stock or 10% of the number of outstanding shares of Common
Stock and to "piggyback" on registrations effected by the Company. Vulcan owns
2,750,000 shares of Common Stock. Additionally, Alta Investissments SA has
certain demand and "piggyback" registration rights with respect to its 2,808,427
shares of Common Stock.
By exercising their registration rights, subject to certain conditions,
such holders could cause a large number of shares of Common Stock to be sold in
the public market. The Company is unable to predict the effect that sales by
such holders may have on the then prevailing price of the Common Stock.
However, such sales may have an adverse effect on the market price for the
Common Stock. See "Volatility of Stock Price."
LITIGATION
The Company is subject to certain legal proceedings (see Item 3 -
"Legal Proceedings" of the Company's August 31, 1996 Form 10-K). After taking
into consideration legal counsel's evaluation of such actions, management is of
the opinion that their final resolution will not have a significant adverse
effect upon the Company's business or its consolidated financial statements,
although there can be no assurance given of the ultimate outcome of any of such
litigation.
PRODUCT PROTECTION
The Company relies on a combination of trade secrets and copyright
laws, patents, licenses, non-disclosure agreements, and technical measures to
protect its rights in its products. However, there can be no assurance that
these measures will fully protect the Company from the wrongful disclosure or
misappropriation of its proprietary information.
PATENTS AND LICENSES
The Company has obtained a patent for certain elements of the ESP
platform. There can be no assurance, however, that the Company's intellectual
property protection will be sufficient to prevent competitors from developing
similar technology. The Company currently licenses certain technology from third
parties and plans to do so in the future. Although the Company is not aware of
any infringement by its products or patent on any patent owned by any third
party, if such infringement were to exist, it could have a material adverse
effect on the Company. The Company believes that any additional licenses or
other rights to products or features under patents or copyrights of others could
be obtained under conditions that would not have a material adverse effect on
the Company; however, there can be no assurance of this.
<PAGE> 9
THE COMPANY
Precision Systems, Inc. ("PSI"), together with its direct and indirect
wholly-owned and controlled subsidiaries, (the "Company") collectively provides
solutions that simplify and personalize telecommunications. The Company's range
of software-based products are used by global wireless, wireline, and private
network providers to deploy a wide range of voice, data, and video-based
enhanced services on a common hardware and software platform in more than 600
installations in 35 countries. Headquartered in St. Petersburg, Florida, the
Company has sales and support offices in 15 countries worldwide.
The Company currently provides telecommunications solutions and
services in three primary areas:
- Network-based enhanced services for private and public
telecommunications operators, Regional Bell Operating
Companies ("RBOCs"), and carriers;
- Multimedia interactive customer service platforms (advanced
call centers) for large corporate virtual private networks,
with emphasis on the financial, insurance, transportation,
retail, and service bureau industries; and
- Fully automated Internet and telephony-based enhanced services
on a service bureau basis to government, quasi-governmental
agencies, and corporations (primarily software and technology
companies).
On April 16, 1996, the Company acquired substantially all of the
capital stock of Vicorp N.V. ("Vicorp"). Vicorp provides advanced telephony and
call processing solutions to customers in the Americas, Europe, and the
Asia/Pacific regions through its offices worldwide.
On October 2, 1996, the Company acquired all of the common stock of BFD
Productions, Inc. ("BFD"), a telecommunications and Internet service bureau that
offers call processing via international, United States, and Canadian 800/900
number and local phone numbers. BFD combines AT&T's Vari-A-Bill service and
other 900 number billing mechanisms with audiotext for a variety of innovative
uses, including customer service, technical support, and unlocking encrypted
software products.
The Company's principal executive offices are located at 11800 30th
Court North, St. Petersburg, Florida 33716, telephone 813.572.9300.
<PAGE> 10
USE OF PROCEEDS
It is anticipated that the Company will not receive any of the proceeds
from sales of the Offered Stock. See "Selling Stockholders" for a list of those
persons who will receive the proceeds from such sales.
SELLING STOCKHOLDERS
This prospectus covers the offer and sale by each of the BFD Selling
Stockholders of the Common Stock issued to them in connection with the
acquisition of BFD. The BFD Selling Stockholders received an aggregate of
272,285 shares of Common Stock pursuant to the Stock Purchase Agreement. In
addition, RMS Limited Partnership has exercised its "piggyback" registration
rights with respect to its 2,415,945 shares of Common Stock. The Company has
agreed that it will cause to be registered under the Securities Act the resale
of the Common Stock received by the Selling Stockholders. In addition, the
Company has agreed to indemnify the Selling Stockholders against certain
liabilities arising out of any actual or alleged material misstatements or
omissions in the Registration Statement (other than liabilities arising from
information supplied by the Selling Stockholders for use in the Registration
Statement). Each Selling Stockholder, severally but not jointly, has agreed to
indemnify the Company against liabilities arising out of any actual or alleged
material misstatements or omissions in the Registration Statement insofar as
such misstatements or omissions were made in reliance upon written information
furnished to the Company by such Selling Stockholder expressly for use in the
Registration Statement. Such indemnification by the Selling Stockholders is
limited to the net proceeds received from the shares of Offered Stock sold
hereunder.
The table below sets forth each Selling Stockholder's name, the number
of shares of Common Stock beneficially owned by such Selling Stockholder prior
to the Offering, the maximum number of shares of Common Stock offered hereby by
such Selling Stockholder and the number of shares of Common Stock to be held by
such Selling Stockholder after the Offering.
<TABLE>
<CAPTION>
MAXIMUM NUMBER OF
NUMBER OF SHARES SHARES TO BE SOLD NUMBER OF SHARES
OWNED PRIOR TO THE IN THE OWNED AFTER THE
NAME OFFERING OFFERING OFFERING
- ---- -------- -------- --------
<S> <C> <C> <C>
Bruce F. Dyer 90,943 90,943 0
Christina J. Colligan 90,671 90,671 0
Patricia A. Schmitt 90,671 90,671 0
RMS Limited Partnership 2,415,945 2,415,945 0
</TABLE>
All of the 10,000 outstanding shares of Series A Preferred Stock are
held by RMS Limited Partnership. All or any portion of the Series A Preferred
Stock may be converted at any time into shares of Common Stock at a conversion
price of $4.76 per share. The shares of Series A Preferred Stock may be
converted into 1,218,487 shares of Common Stock or approximately 6.2 percent of
the class. Assuming conversion of all the outstanding shares of Series A
Preferred Stock, RMS Limited Partnership would own 3,634,432 shares,
representing approximately 18.5 percent of the class. RMS Limited Partnership is
a limited partnership organized under the laws of the State of Nevada, the
managing general partner of which is Crystal Diamond, Inc. Roy M. Speer is the
sole shareholder of Crystal Diamond, Inc. and the non-managing partner of RMS
Limited Partnership.
The Selling Stockholders, or their permitted pledges, donees,
transferees or other successor in interest, may sell up to all of the shares of
the Common Stock shown above under the heading "Number of Shares Owned Prior to
the Offering" pursuant to this Prospectus in one or more transactions from time
to time as described below under "Plan of Distribution."
PLAN OF DISTRIBUTION
Each of the Selling Stockholders may sell his, her or its shares of
Offered Stock directly or through broker-dealers who may act solely as agents,
or who may acquire shares as principals. The distribution of the shares of
Offered Stock may be effected in one or more transactions that may take place on
the Nasdaq Stock Market, including block trades or ordinary broker's
transactions, or through privately negotiated transactions, or in
<PAGE> 11
accordance with Rule 144 under the Securities Act (or any other applicable
exemption from registration under the Securities Act), through a combination of
any such methods of sale, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. Usual
and customary or negotiated brokerage fees or commissions may be paid by the
Selling Stockholders in connection with such sales. Sales of the Offered Stock
may be effected to cover previous short sales of Common Stock.
The Selling Stockholders may effect transactions by selling the Offered
Stock directly or through broker-dealers acting either as principal or as agent,
and such broker-dealers may receive compensation in the form of usual and
customary or negotiated discounts, concessions or commissions from the Selling
Stockholders.
The aggregate proceeds to the Selling Stockholders from the sale of the
Offered Stock will be the purchase price of the Offered Stock sold less the
aggregate agents' commissions, if any, and other expenses of issuance and
distribution not borne by the Company. The Selling Stockholders and any dealers
or agents that participate in the distribution of the Offered Stock may be
deemed to be "underwriters" within the meaning of the Securities Act, and any
profit on the sale of the Offered Stock by them and any commissions received by
any such dealers or agents might be deemed to be underwriting discounts and
commissions under the Securities Act.
Each Selling Stockholder and any other person participating in a
distribution of Offered Stock will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including, without
limitation, Rules 10b-6 and 10b-7. Rules 10b-6 and 10b-7 govern the activities
of persons participating in a distribution of securities and, consequently, may
restrict certain activities of, and limit the timing of purchases and sales of
Offered Stock by, Selling Shareholders and other persons participating in a
distribution of Offered Stock. Rules 10b-6 and 10b-7 were rescinded by the
Commission, effective March 4, 1997, and were replaced with Regulation M and
Rules 101 through 105 thereunder. On and after March 4, 1997, Selling
Stockholders and other persons participating in a distribution of Offered Stock
will be subject to Rules 101 and 102 under Regulation M, which provisions also
may restrict certain activities of, and limit the timing of purchases and sales
of Offered Stock by, Selling Shareholders and other persons participating in a
distribution of Offered Stock. Furthermore, under both Rule 10b-6 and Regulation
M, persons engaged in a distribution of securities are prohibited from
simultaneously engaging in market making and certain other activities with
respect to such securities for a specified period of time prior to the
commencement of such distribution, subject to exceptions or exemptions. All of
the foregoing may affect the marketability of the securities offered hereby.
LEGAL MATTERS
The validity of the shares of Common Stock being offered hereby will be
passed upon for the Company by the law firm of Baker & McKenzie.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended August 31, 1996 have been audited by Deloitte &
Touche LLP, independent auditors, and by Coopers & Lybrand N.V., independent
auditors, as stated in their reports, which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firms given upon their authority as experts in accounting and auditing.
<PAGE> 12
================================================================================
No person is authorized in connection with any offering made hereby to
give any information or to make any representation not contained in this
Prospectus, and, if given or made, such information or representation must not
be relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any
security other than the Common Stock offered hereby, nor does it constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby to any person in any jurisdiction in which it is unlawful to made such an
offer or solicitation of such person. Neither the delivery of this Prospectus
nor any sale made hereunder shall under any circumstances create any implication
that the information contained herein is correct as of any date subsequent to
the date hereof.
----------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information ..................................................... 3
Incorporation of Certain Documents by
Reference ........................................................ 4
Risk Factors .............................................................. 5
The Company ............................................................... 9
Use of Proceeds ........................................................... 10
Selling Stockholders ...................................................... 10
Plan of Distribution ...................................................... 10
Legal Matters ............................................................. 11
Experts ................................................................... 11
</TABLE>
================================================================================
================================================================================
2,688,230 SHARES
COMMON STOCK
PRECISION SYSTEMS, INC.
- --------------------------------------------------------------------------------
PROSPECTUS
- --------------------------------------------------------------------------------
_____________, 1997
================================================================================
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are the estimated expenses in connection with the
distribution of the securities being registered:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee ................................................ $ 9,314
Accounting Fees and Expenses ....................................................................... 5,000
Attorney's Fees and Expenses ....................................................................... 5,000
NASDAQ Listing Fees ................................................................................ 0
Miscellaneous ...................................................................................... 686
-------
Total ..................................................................................... $20,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
GENERAL
Officers and directors of the Company are covered by certain provisions
of the Delaware General Corporation law, the Restated Certificate of
Incorporation, the Company's Restated By-Laws, individual indemnification
agreements and insurance policies which serve to limit, and, in certain
instances to indemnify them against, certain liabilities which they may incur in
such capacities. These various provisions are described below.
ELIMINATION OF LIABILITY IN CERTAIN CIRCUMSTANCES
In June 1986, Delaware enacted legislation which authorizes
corporations to limit or eliminate the personal liability of directors to
corporations and their stockholders for monetary damages for breach of
directors' fiduciary duty of care. The duty of care requires that, when acting
on behalf of the corporation, directors must exercise an informed business
judgment based on all material information reasonably available to them. Absent
the limitations now authorized by the new legislation, directors are accountable
to corporations and their stockholders for monetary damages for conduct
constituting negligence or gross negligence in the exercise of their duty of
care. Although the new statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The Restated Certificate of Incorporation limits the
liability of directors to the Company or its stockholders (in their capacity as
directors but not in their capacity as officers) to the fullest extent permitted
by the new legislation. Specifically, the directors of the Company will not be
personally liable for monetary damages for breach of directors' fiduciary duty
as a director except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation Law,
or (iv) for any transaction from which the director derived an improper personal
benefit.
INDEMNIFICATION AND INSURANCE
The Company's restated Certificate of Incorporation provides that the
Company shall indemnify each director or officer of the Company, in accordance
with the Restated By-Laws of the Company, to the full extent permitted by
Delaware law, but only to the extent that a subsequent change in Delaware law
provides broader indemnity rights than available at the time the Restated
Certificate of Incorporation was adopted.
The Company's Restated By-Laws provide that the Company indemnifies 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 Company) by reason of the fact that he is or was a director,
officer, employee or agent of the Company, or is or was a director or officer of
the Company serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including
attorney's 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
<PAGE> 14
be in, or not opposed to, the best interest of the Company, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. His termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in, or
not opposed to, the best interest of the Company, and with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
The Company's Restated By-Laws provide that any indemnification (unless
ordered by a court) shall be made by the Company only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct. Such determination shall be made (i) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (ii) if such a quorum is
not obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders of the Company. To the extent, however, that a director, officer,
employee or agent of the Company has been successful on the merits or otherwise
in defense of any action, suit or proceeding described above, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorney's fees) actually and reasonably incurred by him in
connection therewith, without the necessity of authorization in the specified
case.
Expenses incurred by a director, officer, employee or agent of the
Company in defending or investigating a threatened or pending action, suit or
proceeding may be paid by the Company in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director, officer, employee or agent to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Company.
The Company's Restated By-Laws provide that notwithstanding any
contrary determination in the specific case and notwithstanding the absence of
any determination thereunder, any director, officer, employee or agent may apply
to any court of competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under the Company's By-Laws.
The basis of such indemnification by a court shall be a determination by such
court that indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standards of conduct.
Neither a contrary determination in the specific case nor the absence of any
determination thereunder shall be a defense to such application or create a
presumption that the director, officer, employee or agent seeking
indemnification has not met any applicable standard of conduct. Notice of any
application for indemnification shall be given to the Company promptly upon the
filing of such application. If successful, in whole or part, the director,
officer, employee or agent seeking indemnification shall also be entitled to be
paid the expense of prosecuting such application.
The Company has purchased insurance on behalf of any person who is or
will be a director, officer, employee or agent of the Company, or is or will be
a director or officer of the Company serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the Company would
have the power or the obligation to indemnify such person against such liability
under the Company's By-Laws.
The indemnification and advancement of expenses to be provided by or
granted pursuant to the Company's Restated By-Laws are not exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any By-Laws, agreement, contract, vote of stockholders or
disinterested directors or pursuant to the directive (howsoever embodied) of any
court of competent jurisdiction or otherwise, both as to action in his official
capacity while holding such office, it being the policy of the Company that
indemnification shall be made to the fullest extent permitted by law.
The indemnification and advancement of expenses to be provided by, and
pursuant to, the Company's By-Laws shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
The Company has entered into indemnification agreements with each of
its current directors and officers. Although the form of indemnification
agreement offers substantially the same scope of coverage afforded by provisions
in the Restated Certificate of Incorporation and the Restated By-Laws, it
provides greater assurance to directors and officers that indemnification will
be available, because, as a contract it cannot be modified unilaterally
<PAGE> 15
in the future by the Board of Directors of the Company or by the stockholders to
eliminate the rights it provides, an action that is possible with respect to the
relevant provisions of the Company's Restated By-laws, at least as to
prospective elimination of such rights.
The indemnification agreement gives the Company certain rights, in
excess of those provided by the Restated Certificate of Incorporation and
Restated By-Laws, under certain circumstances and subject to certain conditions,
to assume the defense of an action covered by the indemnification provisions, to
settle an action without the indemnified representative's consent and to be
subjugated to such persons rights.
ITEM 16. EXHIBITS
A list of the exhibits included as part of the Registration Statement
is set forth in the Exhibit Index which immediately precedes such exhibits and
which is incorporated herein by reference.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any Prospectus required by section
10(a)(3) of the Securities Act of 1944 ("Securities
Act");
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
Prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement:
Provided, however, that paragraphs (a)(i)
and (a)(ii) do not apply if the Registration
Statement is on Form S-3 or Form S-8, and the
information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed 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 Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, 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 the initial bona fide offering thereof.
(c) 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.
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 provisions referred to in Item 15 or
<PAGE> 16
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 Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant 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 Registrant will, unless in
the opinion of its counsel the matter has been settled, submit to a court of
appropriate jurisdiction the question whether such controlling precedent by it
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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 is 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.
<PAGE> 17
SIGNATURES
The Registrant. 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 St. Petersburg, State of Florida, on this 28th day of
February, 1997.
PRECISION SYSTEMS, INC.
By: /s/ Steven H. Grant
----------------------------
Steven H. Grant
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Willem Huisman or Steven H. Grant, or any
one of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place, and stead,
in any and all capacities, to sign any and all pre- or post-effective amendments
to this Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant and in the capacities indicated on February 28, 1997.
<TABLE>
<S> <C>
/s/ Willem Huisman Chairman of the Board,
- ------------------------------ President and Chief Executive Officer
Willem Huisman
/s/ Steven H. Grant Executive Vice President and Chief Financial Officer
- ------------------------------
Steven H. Grant
/s/ Kenneth M. Clinebell Vice President and Controller (Principal Accounting
- ------------------------------ Officer)
Kenneth M. Clinebell
/s/ Kwang-I Yu Director
- ------------------------------
Kwang-I Yu
/s/ Hector Alcalde Director
- ------------------------------
Hector Alcalde
/s/ Bert Kolde Director
- ------------------------------
Bert Kolde
/s/ Ian M. Dalziel Director
- ------------------------------
Ian M. Dalziel
/s/ Francis R. Santangelo Director
- ------------------------------
Francis R. Santangelo
</TABLE>
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Page
Description Number
- ------------------ --------------------------------------------------------------------- -----------------
<S> <C> <C>
4.1 Restated Certificate of Incorporation of Registrant (Incorporated
by reference to the Registrant's Registration Statement on Form 10
No. 33-53880)
4.2 Restated By-Laws of the Registrant (Incorporated by reference to
the Registrant's Registration Statement on Form 10 No. 33-53880)
4.3 Stock Purchase Agreement, dated October 2, 1996 (Incorporated
by reference to the Registrant's Annual Report on Form 10-K
No. 000-20068)
5 Opinion of Counsel Regarding Legality
23.1 Consent of Legal Counsel (contained in Exhibit 5)
23.2 Consent of Independent Auditors
24.1 Power of Attorney (contained on the signature page hereof)
</TABLE>
<PAGE> 1
EXHIBIT 5
February 25, 1997
Precision Systems, Inc.
11800 30th Court North
St. Petersburg, Florida 33716
RE: VALIDITY OF COMMON STOCK
Ladies and Gentlemen:
We are rendering this opinion in connection with the registration,
pursuant to a registration statement on Form S-3 (the "Registration Statement")
under the Securities Act of 1933, as amended, (the "Securities Act"), of
2,688,230 shares (the "Shares") of common stock, $.01 par value per share (the
"Common Stock"), of Precision Systems, Inc., a Delaware corporation (the
"Company").
We have examined the originals, or photostatic or certified copies, of
such records of the Company, certificates of officers of the Company and of
public officials, and such other documents as we have deemed relevant and
necessary as the basis of the opinion set forth below. In such examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as photostatic or certified copies and the
authenticity of the originals of such copies.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and are validly issued, fully paid and nonassessable shares of
Common Stock of the Company.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the prospectus forming a part of the Registration
Statement. This consent is not to be construed as an admission that we are a
person whose consent is required to be filed with the Registration Statement
under the provisions of the Securities Act.
Very truly yours,
/s/ Baker & McKenzie
---------------------
Baker & McKenzie
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Precision Systems, Inc. on Form S-3 of our reports dated October 31, 1996,
appearing in the Annual Report on Form 10-K of Precision Systems, Inc. for the
year ended August 31, 1996 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
- -------------------------
Deloitte & Touche
Tampa, Florida
February 27, 1997
<PAGE> 2
EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in the Form S-3 registration
statement of Precision Systems, Inc. of our report dated October 31, 1996, on
our audit of the consolidated financial statements and financial statement
schedules of the Vicorp Group as of August 31, 1996 and for the five months then
ended.
/s/ Coopers & Lybrand N.V.
- --------------------------
Coopers & Lybrand N.V.
February 28, 1997
Utrecht, The Netherlands
