<PAGE> 1
As Filed with the Securities and Exchange Commission on June 21, 1996
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
ZOLTEK COMPANIES, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 43-1311101
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3101 MCKELVEY ROAD
ST. LOUIS, MISSOURI 63044
(314) 291-5110
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
ZSOLT RUMY
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
3101 MCKELVEY ROAD
ST. LOUIS, MISSOURI 63044
(314) 291-5110
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
----------------------------
Copy of all correspondence to:
THOMAS A. LITZ, ESQ.
THOMPSON COBURN
ONE MERCANTILE CENTER
ST. LOUIS, MISSOURI 63101
(314) 552-6000
Approximate date of commencement of proposed sale to 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 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, please 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>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
<CAPTION>
TITLE OF EACH CLASS OF SECURITIES PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED AMOUNT TO BE REGISTERED OFFERING PRICE PER SHARE OFFERING PRICE <F1> REGISTRATION FEE
<F1>
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01
par value 17,448 $26.75 $466,734 $161.00
===================================================================================================================================
<FN>
<F1> Estimated solely for the purpose of determining the amount of the
registration fee on the basis of the average of the high and low
prices of the Common Stock, $.01 par value per share, of Zoltek
Companies, Inc. on June 20, 1996, as reported on The Nasdaq National
Market, in accordance with Securities Act Rule 457(c).
</TABLE>
--------------------------
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
PROSPECTUS
- ----------
ZOLTEK COMPANIES, INC.
17,448 SHARES OF COMMON STOCK
This Prospectus relates to 17,448 shares (the "Shares") of Common
Stock, par value $.01 per share (the "Common Stock"), of Zoltek Companies,
Inc., a Missouri corporation (the "Company"). The Shares offered hereby were
issued by the Company to 529 employees of the Company's Magyar Viscosa Rt.
subsidiary (collectively, the "Selling Shareholders") in exchange for equity
securities of Magyar Viscosa Rt. held by the Selling Shareholders. See
"Information Concerning the Selling Shareholders."
All proceeds from any sales of the Shares by the Selling Shareholders
will inure to the benefit of the Selling Shareholders. The Company will
receive none of the proceeds from the sale of Shares which may be offered
hereby. The expenses of registration incurred in connection herewith are
being borne by the Company, but all selling and other expenses incurred by
the Selling Shareholders will be borne by them.
The Selling Shareholders have not advised the Company of any specific
plans for the distribution of the Shares covered by this Prospectus, but it
is anticipated that the Shares will be sold from time to time primarily in
transactions (which may include block transactions) on The Nasdaq National
Market at the market prices then prevailing, although sales may also be made
in negotiated transactions or otherwise. See "Plan of Distribution." The
Common Stock of the Company is traded on The Nasdaq National Market under the
symbol "ZOLT." The last reported sale price of the Common Stock on The
Nasdaq National Market on June 20, 1996 was $28.50 per share.
--------------------------
THESE SECURITIES INVOLVE CERTAIN RISK FACTORS. SEE "RISK FACTORS."
--------------------------
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 June , 1996
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports,
proxy statements and other information filed by the Company can be inspected
and copied at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661;
and 7 World Trade Center, New York, New York 10048. Copies of such material
can also be obtained from the Public Reference Section of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Company has filed a Registration Statement (the "Registration
Statement") with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the securities covered by this
Prospectus. This Prospectus does not contain all of the information set
forth in the Registration Statement. The Registration Statement may be
inspected without charge at the office of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549 or obtained from such office upon payment of the
fees prescribed by the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Upon either written or oral request, any person receiving a copy of
this Prospectus may obtain from the Company, without charge, a copy of any of
the documents incorporated by reference herein, except for the exhibits to
such documents (unless such exhibits are specifically incorporated by
reference into the information that this Prospectus incorporates). Written
requests should be directed to: Investor Relations, Zoltek Companies, Inc.,
3101 McKelvey Road, St. Louis, Missouri 63044 (telephone number (314)
291-5110).
The following documents filed with the Commission pursuant to
applicable statutes are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995;
(2) The Company's Current Report on Form 8-K, dated December 8, 1995;
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1995;
(4) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996; and
(5) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form S-1, dated November 6, 1992 (File
No. 33-51142), which description was incorporated by reference into the
Company's Registration Statement on Form 8-A, dated November 6, 1992 (File
No. 0-20600), including any amendment or report filed for the purpose of
updating such descriptions.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the filing of a post-effective amendment which indicates that
all such securities offered hereby have been sold or which deregisters all
securities then remaining to be sold shall be deemed incorporated by
reference into this Prospectus and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein, or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement contained in this Prospectus shall
be deemed to be modified or superseded to the extent that a statement
contained in a subsequently filed document which is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
- 2 -
<PAGE> 4
THE COMPANY
The Company's principal executive office is located at 3101 McKelvey
Road, St. Louis, Missouri 63044, and its telephone number is (314) 291-5110.
RISK FACTORS
Prospective purchasers of the Common Stock offered hereby should
consider carefully the risk factors set forth below, as well as the other
information set forth in this Prospectus, in determining whether to purchase
the Company's Common Stock.
RISKS OF ACQUISITION OF MAGYAR VISCOSA RT.
In December 1995, the Company acquired Magyar Viscosa Rt. ("Viscosa"),
a Hungarian manufacturer of acrylic and nylon fibers and industrial materials
which operated as a state-owned company until 1992. The acquisition of
Viscosa is an important element of the Company's strategy of controlling and
reducing raw material costs.
Viscosa has undergone a multi-step transition from state-ownership
since 1992. As a consequence of the beginning of privatization and the
discontinuance of financial support for industrial companies, the Hungarian
government caused the government-owned company to declare bankruptcy in
November 1992, which proceedings were completed by a composition with
creditors in March 1993. During and subsequent to those proceedings,
Viscosa's operations were adversely affected by a lack of working capital and
Viscosa suffered recurring losses from operations prior to being acquired by
the Company. Accordingly, the report of Viscosa's independent accountants on
Viscosa's financial statements for the period immediately prior to the
acquisition of Viscosa by the Company, expressed substantial doubt about
Viscosa's ability to continue as a going concern. Following the acquisition,
the Company, through its U.S. operations, controls all of Viscosa's treasury
functions and has made available working capital to fund Viscosa to
supplement Viscosa's internally generated funds. There can be no assurance
that Viscosa will not require financial support greatly in excess of that
anticipated by the Company.
The Company's future results will depend in large measure upon its
ability to manage Viscosa's operations subsequent to the acquisition. The
acquisition of Viscosa, which represents the largest acquisition by the
Company and its first international acquisition, will require substantial
management time and attention. There can be no assurance that the Company
will be able to operate Viscosa's acrylic manufacturing processes to produce
raw material (known as "precursor") acceptable for the Company's carbon fiber
manufacturing operations within the timeframe estimated by the Company or at
all. There also can be no assurance that the Company otherwise will manage
Viscosa's operations successfully.
The legislative and regulatory environment in Hungary continues to
evolve. Viscosa's operations generate various hazardous wastes and, from
time to time, Viscosa has been cited and fined for environmental violations.
There can be no assurance that the application of Hungarian laws, regulations
or enforcement policies will not have a material adverse effect on Viscosa's
business, results of operations or financial condition.
The Company's international operations are subject to risks associated
with foreign operations generally, including foreign currency fluctuations,
unexpected changes in regulatory requirements, tariffs and other trade
barriers, costs and risks of localizing products for foreign countries,
longer accounts receivable payment cycles, potentially adverse tax
consequences, restrictions on repatriation of earnings and the burdens of
complying with a wide variety of foreign laws. In addition, a substantial
portion of Viscosa's sales are to former Communist countries, the economies
of which are experiencing severe stress. There can be no assurance that such
factors will not have a material adverse effect upon the Company's future
revenues and business, results of operations and financial condition.
- 3 -
<PAGE> 5
DEPENDENCE UPON KEY PERSONNEL; MANAGEMENT OF GROWTH
The Company's future operating results will depend upon the continued
service of Zsolt Rumy, its Chairman, President and Chief Executive Officer,
as well as its other key senior management and technical personnel, none of
whom is bound by an employment agreement. The Company's future success also
will depend upon its continuing ability to attract and retain highly
qualified managerial and technical personnel. Competition for such personnel
is intense, and there can be no assurance that the Company will retain its
key managerial and technical employees or that it will be successful in
attracting, assimilating or retaining other highly qualified personnel in the
future. In addition, the growth in the Company's business has placed, and is
expected to continue to place, a significant strain on the Company's
management and operations and the Company's recent growth has been
constrained by capacity limitations in its carbon fibers manufacturing
operations. In order to effectively manage its anticipated growth, the
Company must add to its carbon fibers manufacturing capacity, continue to
strengthen its operations, financial and management information systems and
expand, train and manage its employee workforce and integrate Viscosa's
organization, which is substantially larger than the Company's. There can be
no assurance that the Company will be able to do so on a timely basis.
Failure to do so effectively and on a timely basis could have a material
adverse effect upon the Company's business, operating results and financial
condition.
POSSIBLE VOLATILITY OF STOCK PRICE
Since the beginning of 1996, the market price of the Company's Common
Stock has increased substantially. Future announcements concerning the
Company or its competitors or customers, quarterly variations in operating
results, announcements of technological innovations, the introduction of new
products or changes in product pricing policies by the Company or its
competitors, developments regarding proprietary rights or changes in earnings
estimates by analysts, among other factors, could cause the market price of
the Common Stock to fluctuate substantially. In addition, stock prices for
many technology companies fluctuate widely for reasons which may be unrelated
to operating results. These fluctuations, as well as general economic,
political and market conditions, such as recessions or military conflicts,
may materially and adversely affect the market price of the Common Stock.
DEPENDENCE ON EXPANSION INTO NEW MARKETS
The Company has grown rapidly since its present carbon fibers
manufacturing facility achieved full production capability in fiscal 1992.
Its future growth and profitability, including the success of the acquisition
of Viscosa, will depend, in large measure, upon the Company's ability to
penetrate new markets, which in turn, will be dependent upon development of
applications for products which currently do not use carbon fiber materials.
The Company's future growth and profitability also will depend upon the
further expansion of sales of carbon fibers for existing applications. There
can be no assurance that the Company will be successful in its efforts to
develop new applications and penetrate new markets, or that existing markets
for the Company's carbon fiber products will continue to expand and develop.
DEPENDENCE UPON SOLE SUPPLIER
The Company presently obtains its principal raw material, acrylic
fiber, from one supplier pursuant to a supply agreement, the initial term of
which expires in June 1999. For established aircraft applications, industry
approval procedures make it impractical to qualify additional or substitute
suppliers. The Company's carbon fibers business would be adversely affected
if it were unable to continue to receive acrylic fiber at prices and on terms
presently made available to it by its sole supplier. There can be no
assurance that the Company will be able to continue to obtain desired
quantities of raw material on a timely basis at prices and on terms deemed
reasonable by the Company. The Company is seeking to diversify its sources
of supply, including pursuant to the acquisition of Viscosa; however, there
can be no assurance it will be successful in such efforts.
- 4 -
<PAGE> 6
COMPETITION
The Company competes with various other participants in the advanced
materials markets. Many of these entities have substantially greater
research and development, manufacturing, marketing, financial and managerial
resources than the Company. In addition, existing carbon fibers producers
may refocus their activities to compete more directly with the Company.
There can be no assurance that developments by existing or future competitors
will not render the Company's products or technologies noncompetitive or that
the Company will be able to keep pace with new technological developments.
In addition, the Company's customers could decide to vertically integrate
their operations and perform some or all of the functions performed by the
Company.
TECHNOLOGICAL CHANGE
The Company is engaged in an industry which will be affected by future
technological developments. The introduction of products or processes
utilizing new technologies can render existing products or processes obsolete
or unmarketable. The Company's continued success will depend upon its
ability to develop and introduce on a timely and cost-effective basis new
products, processes and applications that keep pace with technological
developments and address increasingly sophisticated customer requirements.
There can be no assurance that the Company will be successful in identifying,
developing and marketing applications and process enhancements, that the
Company will not experience difficulties that could delay or prevent the
successful development, introduction and marketing of product or process
enhancements or new products, applications or processes, or that its
products, applications or processes will adequately meet the requirements of
the marketplace and achieve market acceptance. The Company's business,
operating results and financial condition could be materially and adversely
affected if the Company were to incur delays in developing new applications,
products or process enhancements or if they were to not gain market
acceptance.
PROPRIETARY RIGHTS
The Company depends upon its proprietary technology. The Company
relies principally upon trade secret and copyright law to protect its
proprietary technology and owns no patents which are material to its
business. The Company regularly enters into confidentiality agreements with
its employees, customers and potential customers and limits access to and
distribution of its trade secrets and other proprietary information. There
can be no assurance that these measures will be adequate to prevent
misappropriation of its technology or that the Company's competitors will not
independently develop technologies that are substantially equivalent or
superior to the Company's technology. In addition, the laws of some foreign
countries do not protect the Company's proprietary rights to the same extent
as the laws of the United States. The Company also is subject to the risk of
adverse claims and litigation alleging infringement of intellectual property
rights.
DEPENDENCE ON SIGNIFICANT CUSTOMERS
During fiscal 1995, net sales to two of the Company's customers each
constituted greater than 10% of total consolidated revenues of total net
sales. The loss of either of such principal customers would have a material
adverse effect on the Company's business.
CONTROL OF THE COMPANY
As of the date of this Prospectus, Zsolt Rumy, the founder and
principal shareholder of the Company, owns approximately 40.3% of the then
outstanding shares of the Company's Common Stock. As a result, he has
effective voting control of the Company, including with respect to election
of the Company's directors, and will be able to prevent an affirmative vote
which would be necessary for a merger, sale of assets or similar transaction
involving the Company, irrespective of whether other shareholders believe
such a transaction to be in their best interests. The Company's Articles of
Incorporation and By-laws do not provide for cumulative voting in the
election of directors.
- 5 -
<PAGE> 7
FLUCTUATIONS IN OPERATING RESULTS
The Company's quarterly results of operations may fluctuate as a result
of a number of factors, including the timing of purchase orders for, and
shipments of, the Company's products. Therefore, quarter-to-quarter
comparisons of results of operations have been and will be impacted by the
timing of such orders. In addition, the Company's operating results could be
adversely affected by variations in the mix of product sales, price changes
in response to competitive factors, increases in raw material costs and
interruptions in plant operations. The results in the short-term could be
adversely affected by the acquisition of Viscosa, including the possible need
to supply Viscosa with unanticipated levels of working capital and expenses
associated with the integration of Viscosa.
OPERATIONAL RISKS
The Company's carbon fibers manufacturing business utilizes high
temperature and high pressure processes, substantial electrical current and
industrial gases which potentially can be subject to volatile chemical
reactions. The Company believes that its current plant design and operating
procedures minimize operational risks associated with these factors.
However, as a result of mechanical or human failure or unforeseen conditions
or events related to the Company's manufacturing and engineering processes or
otherwise, the Company's manufacturing capacity could be materially limited
or temporarily interrupted.
AUTHORIZATION OF PREFERRED STOCK
The Company's Articles of Incorporation authorize the issuance of
"blank check" Preferred Stock 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 shareholder
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 Company's Common Stock. Holders of the
Company's Common Stock will have no preemptive rights to subscribe for a pro
rata portion of any capital stock which may be issued by the Company. In the
event of issuance, the Preferred Stock could be utilized, 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, the Company may do so in the future.
CLASSIFIED BOARD OF DIRECTORS
The Company's Articles of Incorporation divide the Board of Directors'
into three classes, with three-year staggered terms. The classified board
provision could increase the likelihood that, in the event an outside party
acquired a controlling block of the Company's stock, incumbent directors
nevertheless would retain their positions for a substantial period, which may
have the effect of discouraging, delaying or preventing a change in control
of the Company. The possible impact on takeover attempts could adversely
affect the price of the Common Stock.
SHARES ELIGIBLE FOR FUTURE SALE
No prediction can be made as to the effect, if any, that future sales
of shares or the availability of shares for sale will have on the market
price of the Common Stock prevailing from time to time. Sales of substantial
amounts of Common Stock, or the perception that such sales might occur, could
adversely affect prevailing market prices of the Common Stock.
USE OF PROCEEDS
The Company will receive none of the proceeds from the sale of Shares
which may be offered hereby.
- 6 -
<PAGE> 8
INFORMATION CONCERNING THE SELLING SHAREHOLDERS
The information concerning the Selling Shareholders included in this
Prospectus has been supplied to the Company by the Selling Shareholders or
their representatives. The Company has relied upon this information in
preparing this Prospectus.
The Selling Shareholders consist of 529 Hungarian citizens who are
employees of Viscosa and were issued shares of Common Stock in exchange for
their minority interests in the capital stock of Viscosa. The Company
acquired approximately 95% of the capital stock of Viscosa from the Hungarian
State Property Agency and Viscosa's lenders which owned equity interests in
Viscosa. Substantially all of the remaining shares were owned by Viscosa's
employees, including the Selling Shareholders. The following table sets
forth (i) the aggregate number of shares of Common Stock owned by the Selling
Shareholders as of June 18, 1996, (ii) the aggregate number of shares of
Common Stock which are being registered for the account of the Selling
Shareholders by this Prospectus and (iii) the aggregate number of shares of
Common Stock to be owned by the Selling Shareholders if all of the shares of
Common Stock covered by this Prospectus were sold.
<TABLE>
<CAPTION>
Shares to
Number be Owned if
of Shares Number of All Shares
Owned Prior Shares Registered
to this to be Hereunder
Registration Registered Were Sold
------------ ---------- ---------
<S> <C> <C>
17,448 17,448 --
</TABLE>
PLAN OF DISTRIBUTION
The Shares offered hereby are being sold by each Selling Shareholder
acting as principal for their own account. The Company will not receive any
of the proceeds of this offering.
The Selling Shareholders, directly or through brokers, dealers,
underwriters, agents or market makers, may sell some or all of the Shares.
Any broker, dealer, underwriter, agent or market maker participating in a
transaction involving the Shares may receive a commission from a Selling
Shareholder. Usual and customary commissions may be paid by the Selling
Shareholders. The broker, dealer, underwriter or market maker may agree to
sell a specified number of the Shares at a stipulated price per Share and, to
the extent that such person is unable to do so acting as an agent for a
Selling Shareholder, to purchase as principal any of the Shares remaining
unsold at a price per Share required to fulfill the person's commitment to
the Selling Shareholder.
A broker, dealer, underwriter or market maker who acquires the Shares
from a Selling Shareholder as a principal for its own account may thereafter
resell such Shares from time to time in transactions (which may involve block
or cross transactions and which may also involve sales to or through another
broker, dealer, underwriter, agent or market maker, including transactions of
the nature described above) in The Nasdaq National Market, in negotiated
transactions or otherwise, at market prices prevailing at the time of the
sale or at negotiated prices. In connection with such resales, the broker,
dealer, underwriter, agent or market maker may pay commissions to or receive
commissions from the purchasers of the Shares. Selling Shareholders also may
sell some or all of the Shares directly to purchasers without the assistance
of a broker, dealer, underwriter, agent or market maker and without the
payment of any commissions.
The Company is bearing all of the costs relating to the registration of
the Shares. Any commissions, discounts or other fees payable to a broker,
dealer, underwriter or market maker in connection with the sale of any of the
Shares will be borne by the Selling Shareholders or other persons selling the
Shares.
- 7 -
<PAGE> 9
EXPERTS
The consolidated financial statements and schedules of the
Company and its subsidiaries as of September 30, 1994 and 1995, and for each
of the three fiscal years in the period ended September 30, 1995, have been
incorporated by reference herein in reliance upon the report of Price
Waterhouse LLP, independent accountants, upon the authority of said firm as
experts in accounting and auditing.
The consolidated financial statements of Viscosa for the six
months ended December 31, 1993, the year ended December 31, 1994 and the
six months ended June 30, 1995, have been incorporated by reference herein
in reliance upon the report (which contains an explanatory paragraph
relating to Viscosa's ability to continue as a going concern as described
in Note 1 to Viscosa's consolidated financial statements) of Price Waterhouse
(Budapest), independent accountants, upon the authority of said firm as
experts in accounting and auditing.
LEGAL MATTERS
The legality of the Shares is being passed upon for the Company
by Thompson Coburn, St. Louis, Missouri.
- 8 -
<PAGE> 10
======================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY
JURISDICTION IN WHICH, OR TO ANY PERSON TO WHOM, SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY DISTRIBUTION OF THE SECURITIES MADE UNDER THIS
PROSPECTUS SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR IN
ANY OTHER INFORMATION CONTAINED HEREIN SINCE THE DATE OF THIS
PROSPECTUS.
<TABLE>
TABLE OF CONTENTS
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION 2
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE 2
THE COMPANY 3
RISK FACTORS 3
USE OF PROCEEDS 6
INFORMATION CONCERNING THE
SELLING SHAREHOLDERS 7
PLAN OF DISTRIBUTION 7
EXPERTS 8
LEGAL MATTERS 8
</TABLE>
======================================================
======================================================
ZOLTEK COMPANIES, INC.
17,448 SHARES
COMMON STOCK
-----------------------
PROSPECTUS
-----------------------
JUNE ----, 1996
======================================================
<PAGE> 11
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
-------------------------------------------
The following are the estimated expenses of issuance and
distribution of the Shares registered hereunder.
<TABLE>
<S> <C>
Registration Fee $ 250
Accounting Fees and Expenses 2,000
Legal Fees and Expenses 4,000
Miscellaneous 750
--------
Total $ 7,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Sections 351.355(1) and (2) of The General and Business
Corporation Law of the State of Missouri provides that a corporation may
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 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, 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,
except that, in the case of an action or suit by or in the right of the
corporation, the corporation may not indemnify such persons against judgments
and fines and no person shall be indemnified as to any claim, issue or matter
as to which such person shall have been adjudged to be liable for negligence
or misconduct in the performance of his duty to the corporation, unless and
only to the extent that the court in which the action or suit was brought
determines upon application that such person is fairly and reasonably
entitled to indemnity for proper expenses. Section 351.355(3) provides that,
to the extent that a director, officer, employee or agent of the corporation
has been successful in the defense of any such action, suit or proceeding or
any claim, issue or matter therein, he shall be indemnified against expenses,
including attorney's fees, actually and reasonably incurred in connection
with such action, suit or proceeding. Section 351.355(7) provides that a
corporation may provide additional indemnification to any person
indemnifiable under subsection (1) or (2), provided such additional
indemnification is authorized by the corporation's articles of incorporation
or an amendment thereto or by a shareholder-approved bylaw or agreement, and
provided further that no person shall thereby be indemnified against conduct
which was finally adjudged to have been knowingly fraudulent, deliberately
dishonest or willful misconduct or which involve an accounting for profits
pursuant to Section 16(b) of the Securities Exchange Act of 1934. Article
VII of the Articles of Incorporation of the Registrant provides that the
Registration shall extend to its directors and executive officers the
indemnification specified in subsections (1) and (2) and the additional
indemnification authorized in subsection (7) and that it may extend to other
officers, employees and agents such indemnification and additional
indemnification.
ITEM 16. EXHIBITS
--------
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
5.1 Legal Opinion of Thompson Coburn with respect to the legality of the shares.
23.1 Consent of Thompson Coburn (included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of Price Waterhouse (Budapest).
24.1 Powers of Attorney (set forth on signature page hereto).
</TABLE>
II-1
<PAGE> 12
ITEM 17. UNDERTAKINGS
------------
(A) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(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;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) above 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such a 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;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
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 of the Articles of Incorporation
of the Registrant or the laws of the State of Missouri or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of 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 by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by its is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-2
<PAGE> 13
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 County of St. Louis, State of Missouri, on
June 14, 1996.
ZOLTEK COMPANIES, INC.
By /s/ Zsolt Rumy
-------------------------------
Zsolt Rumy, Chairman of the
Board, President and
Chief Executive Officer
We, the undersigned officers and directors of Zoltek Companies, Inc.,
hereby severally and individually constitute and appoint Zsolt Rumy and
William P. Downey, and each of them acting singly, the lawful attorneys and
agents of each of us to execute in the name, place and stead of each of us
(individually and in any capacity stated below) any and all amendments to
this Registration Statement on Form S-3 and all instruments necessary or
advisable in connection therewith and to file the same with the Securities
and Exchange Commission, each of said attorneys and agents to have the power
to act with or without the others and to have full power and authority to do
and perform in the name and on behalf of each of the undersigned every act
whatsoever necessary or advisable to be done in the premises as fully and to
all intents and purposes as any of the undersigned might or could do in
person, and we hereby ratify and confirm our signatures as they may be signed
by our said attorneys and agents and each of them to any and all such
amendments and instruments.
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons and in the
capacities and on the dates indicated:
<S> <C> <C>
/s/ Zsolt Rumy Chairman of the Board June 14, 1996
- --------------------------- and President (Chief
Zsolt Rumy Executive Officer)
/s/ William P. Downey Chief Financial Officer June 14, 1996
- --------------------------- (Principal Accounting
William P. Downey Officer)
/s/ James W. Betts Director June 14, 1996
- ---------------------------
James W. Betts
/s/ Linn Bealke Director June 14, 1996
- ---------------------------
Linn Bealke
/s/ Charles A. Dill Director June 14, 1996
- ---------------------------
Charles A. Dill
/s/ James Dorr Director June 14, 1996
- ---------------------------
James Dorr
/s/ John L. Kardos Director June 14, 1996
- ---------------------------
John L. Kardos
</TABLE>
II-3
<PAGE> 14
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Exhibit No. Description
- ----------- -----------
<C> <S>
5.1 Legal Opinion of Thompson Coburn with respect to the legality
of the shares.
23.1 Consent of Thompson Coburn (included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of Price Waterhouse (Budapest).
24.1 Powers of Attorney (set forth on signature page hereto).
</TABLE>
II-4
<PAGE> 1
THOMPSON COBURN Attorneys at Law
One Mercantile Center
St. Louis, Missouri 63101-1693
314 552-6000
FAX 314 552-7000
June 21, 1996
Zoltek Companies, Inc.
3101 McKelvey Road
St. Louis, Missouri 63044
Re: Registration Statement on Form S-3
17,448 Shares of Common Stock, $.01 par value
Gentlemen:
With reference to the Registration Statement on Form S-3 (the "Registration
Statement") to be filed by Zoltek Companies, Inc., a Missouri corporation (the
"Company"), on June 21, 1996 with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, pertaining to the proposed sale by
certain selling shareholders of the Company (the "Selling Shareholders") of up
to 17,448 shares of the Company's Common Stock, $.01 par value (the "Shares"),
issued or issuable to certain employees (the "Viscosa Employees") of Magyar
Viscosa Rt ("Viscosa") in exchange for capital stock of Viscosa held by the
Viscosa Employees (the "Exchange"), we have examined such corporate records of
the Company, such laws and such other information as we have deemed relevant,
including the Company's Amended and Restated Articles of Incorporation,
By-Laws, resolutions adopted by the Board of Directors relating to the issuance
of the Shares, certificates received from state officials and statements we
have received from officers and representatives of the Company. In delivering
this opinion, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
the originals of all documents submitted to us as certified, photostatic or
conformed copies, the authenticity of originals of all such latter documents,
and the correctness of statements submitted to us by officers and
representatives of the Company.
Based solely on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and is validly existing under the laws
of the State of Missouri; and
2. The Shares to be sold by the Selling Shareholders pursuant to the
Registration Statement have been duly authorized and, when issued in exchange
for capital stock of Viscosa pursuant to the Exchange, will be validly issued.
St. Louis Belleville St. Charles Houston Washington, D.C.
<PAGE> 2
Zoltek Companies, Inc.
June 21, 1996
Page 2
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm in the Prospectus under the caption
"Legal Matters." We further consent to the filing of copies of this opinion
with agencies of such states and other jurisdictions as you deem necessary in
the course of complying with the laws of the states and jurisdictions regarding
the sale and issuance of the Shares in accordance with the Registration
Statement.
Very truly yours,
/s/ Thompson Coburn
<PAGE> 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 October 13, 1995, except as to the first paragraph of Note 11, which
is as of November 22, 1995, and the second paragraph of Note 11, which is as
of December 8, 1995, which appears on page 22 of the 1995 Annual Report to
Shareholders of Zoltek Companies, Inc., which is incorporated by reference
in Zoltek Companies, Inc. Annual Report on Form 10-K for the year ended
September 30, 1995. We also consent to the incorporation by reference of our
report on the Financial Statement Schedule, which appears on page 22 of such
Annual Report on Form 10-K. We also consent to the references to us under the
heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
St. Louis, Missouri
June 17, 1996
<PAGE> 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 August 29, 1995, except as to Note 17, which is as of September 20,
1995, relating to the consolidated financial statements of Magyar Viscosa,
Rt., which is incorporated by reference in Zoltek Companies, Inc. Current
Report on Form 8-K dated December 8, 1995. We also consent to the reference
to us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse
Price Waterhouse
Budapest, Hungary
June 17, 1996
