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As filed with the Securities and Exchange Commission on April 13, 2000
REGISTRATION NO. 333-
==========================================================================
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, CHIEF EXECUTIVE OFFICER AND PRESIDENT
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. KENNETH E. ADELSBERG, ESQ.
THOMPSON COBURN LLP WINTHROP, SIMSON, PUTNAM AND ROBERTS
ONE MERCANTILE CENTER ONE BATTERY PARK PLAZA
ST. LOUIS, MISSOURI 63101 NEW YORK, NEW YORK 10004
(314) 552-6000 (212) 858-1000
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. [ ]
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES PROPOSED MAXIMUM AGGREGATE AMOUNT OF REGISTRATION
TO BE REGISTERED AMOUNT TO BE REGISTERED OFFERING PRICE PER SHARE <F1> OFFERING PRICE <F1> FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 2,499,993 shares $8.72 $21,799,939 $5,755.18
====================================================================================================================================
<FN>
<F1> Estimated solely for the purpose of determining the amount of the
registration fee and calculated 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 April 11, 2000, as reported on The
Nasdaq National Market, in accordance with Rule 457(c) promulgated
under the Securities Act of 1933.
</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
SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.
=========================================================================
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PROSPECTUS
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ZOLTEK COMPANIES, INC.
2,499,993 SHARES OF COMMON STOCK
The selling shareholders listed elsewhere in this prospectus are
offering and selling up to 2,499,993 shares of our common stock. We
will not receive any of the proceeds from the sale of our common stock
by the selling shareholders.
The selling shareholders may offer their shares on The Nasdaq
National Market at prevailing market prices or in privately negotiated
transactions. No period of time has been fixed within which the shares
may be offered or sold.
Our common stock is traded on The Nasdaq National Market under the
symbol "ZOLT." On April 11, 2000, the closing price of the common stock
was $8.5625 per share.
----------------------
INVESTING IN THE COMMON STOCK INVOLVES RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 3.
----------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------------
The date of this Prospectus is April , 2000
---
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TABLE OF CONTENTS
PAGE
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OUR COMPANY 3
RECENT DEVELOPMENTS 3
RISK FACTORS 3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 8
USE OF PROCEEDS 8
INFORMATION CONCERNING THE SELLING SHAREHOLDERS 9
PLAN OF DISTRIBUTION 9
WHERE YOU CAN FIND ADDITIONAL INFORMATION 11
DOCUMENTS INCORPORATED BY REFERENCE 11
EXPERTS 12
LEGAL MATTERS 12
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OUR COMPANY
We believe we are a leader in the developing market for carbon
fibers, manufacturing products for a diverse range of applications based
upon carbon fibers' distinctive combination of physical and chemical
properties, principally high-strength, low-weight and stiffness. We
believe that we produce carbon fibers at costs substantially lower than
those generally prevailing in the industry and, accordingly, can supply
carbon fibers for applications which are not economically viable for
most higher cost competitors. With the acquisition of Zoltek Rt.
(formerly known as Magyar Viscosa Rt.), a Hungarian manufacturer of
acrylic fiber and nylon products, in December of 1995, we secured access
to the technology underlying the production of the acrylic fiber raw
material utilized in the manufacture of carbon fibers. Our strategy is
to grow our business by continually lowering our cost to manufacture
carbon fibers, marketing our carbon fibers at prices substantially lower
than those generally prevailing in the industry and working with current
and prospective customers to develop new carbon fiber applications. As
described below under "Recent Developments," we recently completed a
number of downstream acquisitions to enable us to provide complete
carbon fiber composite solutions to parts manufacturers and end users.
We were incorporated in the State of Missouri in 1975. Our
principal executive office is located at 3101 McKelvey Road, St. Louis,
Missouri 63044, and our telephone number is (314) 291-5110.
RECENT DEVELOPMENTS
On November 22, 1999, we announced the completion of a series of
downstream acquisitions designed to enhance Zoltek's business and
strategically position it to lead an acceleration of the introduction
and development of carbon fiber composites across a range of mass market
applications. In the largest of such acquisitions, we acquired all of
the outstanding share capital of Structural Polymer (Holdings) Limited,
a corporation organized under the laws of England and Wales ("SP
Systems"), pursuant to the terms and conditions of a Stock Purchase
Agreement, dated as of November 19, 1999, by and among our company and
each of the holders of the outstanding share capital of SP Systems. SP
Systems develops, markets and manufactures prepreg (glass and carbon
fiber pre-impregnated with resin) materials, special bonding and
laminating resins, reinforcement fabrics and consumable materials for
composite manufacturing and engineering of composite structures. To
acquire SP Systems (the "SP Acquisition"), we paid an aggregate purchase
price of approximately $30 million in cash and issued approximately 2.5
million shares of our common stock in connection with the acquisition.
We also assumed approximately $2 million of debt obligations.
On October 1, 1999, we acquired all of the outstanding shares of
Cape Composites Incorporated, a California corporation ("Cape
Composites"). Cape Composites manufactures "carbon fiber prepreg"
(carbon fiber impregnated with resin) composite materials used in the
production of composite products requiring unidirectional strength and
stiffness, such as golf club shafts and other sporting goods.
On November 9 1999, Engineering Technology Corporation, our wholly
owned subsidiary, acquired substantially all of the assets of
Engineering Technology, Inc., a Utah corporation ("EnTec"). EnTec
designs, manufactures and sells filament winding and other composite
manufacturing equipment.
On November 15, 1999, Engineering Technology Corporation acquired
all of the outstanding shares of Composite Machines Company, Inc., a
Utah corporation, and Ramal International, Inc., a Nevada corporation
(collectively "CMC"). CMC designs and manufactures filament winding and
pultrusion equipment used in the production of large volume composite
parts.
RISK FACTORS
You should carefully consider the following factors and other
information in this prospectus before deciding whether to purchase the
common stock. This prospectus and the documents incorporated by
reference herein contain forward-looking statements which are inherently
subject to risks and uncertainties. Our actual operating results may
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prove to be very different from those currently anticipated due to a
number of factors. The risks described below address some of the
factors that may affect our future operating results.
OUR RECENT OPERATING RESULTS HAVE BEEN ADVERSELY AFFECTED BY ADVERSE
CONDITIONS IN THE MARKETS FOR CARBON FIBER AND ACRYLIC FIBER
Our carbon fiber operations have been adversely affected by
oversupply conditions in the marketplace, coupled with an overall lack
of development for large volume applications for carbon fiber
composites. Accordingly, we currently have excess carbon fibers
manufacturing capacity which has resulted in substantial depreciation
and other charges and has constrained the operating results of our
carbon fibers manufacturing activities. We have ceased expanding our
carbon fibers capacity and do not expect to resume our capacity growth
program unless and until market demand increases sufficiently to justify
further expansion.
In order to facilitate growth in the market for low cost, high
volume carbon fiber composites, we recently invested substantial
resources and greatly increased our borrowings to acquire downstream
businesses. Our future operating results will be adversely affected if
and to the extent that the market for low cost, high volume carbon fiber
composites does not develop as a result of the activities of our
downstream businesses or otherwise.
Since fiscal 1998, our results have been negatively impacted by
depressed market conditions in the acrylic fibers sector, which is a
principal line of business for our Zoltek Rt. subsidiary. Although
acrylic fiber is not expected to be a core business going forward and
the product line was acquired for the purpose of gaining access to the
technology underlying the manufacture of carbon fibers, adverse market
conditions in the textile fiber market will adversely affect our
operating results.
OUR ABILITY TO MANAGE OUR ANTICIPATED GROWTH WILL AFFECT OUR OPERATING
RESULTS
The growth in our business has placed, and is expected to continue
to place, a significant strain on our management and operations. In order
to effectively manage long-term growth, we must add to our carbon fibers
manufacturing capacity, have access to adequate financial resources to
fund significant capital expenditures and maintain gross profit margins
while pursuing a growth strategy based upon achieving declining selling
prices, continue to strengthen our operations, financial and management
information systems, expand, train and manage our employee workforce and
successfully integrate the downstream operations of SP Systems, Cape
Composites, EnTec and CMC (collectively, the "Acquisitions"). There can
be no assurance that we will be able to do so effectively or on a timely
basis. Failure to do so effectively and on a timely basis could have a
material adverse effect upon our business, operating results and
financial condition.
OUR FUTURE SUCCESS WILL DEPEND ON OUR ABILITY TO MANAGE AND INTEGRATE
RECENTLY ACQUIRED BUSINESSES
Successful execution of our strategy of facilitating the
introduction and development of carbon fiber composites across a broad
range of mass market applications and act as a catalyst in the
development of new low-cost, high-volume applications for carbon fiber
composites will depend in large measure upon our ability to successfully
manage and integrate our recent acquisitions. The acquisitions will
continue to require substantial management time and attention. The
acquisitions represent entry into new lines of business which are
different in many respects from our historical business. In addition,
SP Systems is located in England and the geographic separation will
present unique challenges to coordinate and integrate its operations
with those of the rest of our company. There can be no assurance that
the Acquisitions can be managed and integrated successfully or that our
strategies can be implemented. In addition, we are presently in the
process of diversifying the source of our principal raw material,
acrylic fiber precursor, through the conversion of a substantial portion
of Zoltek Rt.'s manufacturing capacity. There can be no assurance that
we will be able to operate Zoltek Rt.'s acrylic fiber manufacturing
processes to produce raw material acceptable for our carbon fiber
manufacturing operations within our estimated timeframe or at all.
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OUR OPERATIONS AND SALES IN FOREIGN COUNTRIES ARE SUBJECT TO RISKS
Our international operations and sales are subject to risks
associated with foreign operations and markets generally, including
foreign currency fluctuations, unexpected changes in regulatory,
economic or political conditions, tariffs and other trade barriers,
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 Zoltek Rt.'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 our future revenues and business, results of operations and
financial condition.
OUR OPERATIONS ARE DEPENDENT UPON OUR SENIOR MANAGEMENT AND TECHNICAL
PERSONNEL
Our future operating results depend upon the continued service of
our senior management, including Zsolt Rumy, our Chief Executive
Officer, President and Chairman of the Board, and our technical
personnel, none of whom is bound by an employment agreement. Our future
success will depend upon our 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 we will
retain our key managerial and technical employees or that we will be
successful in attracting, assimilating or retaining other highly
qualified personnel in the future.
OUR STOCK PRICE MAY FLUCTUATE
Future announcements concerning us or our competitors or
customers, quarterly variations in operating results, announcements of
technological innovations, the introduction of new products or changes
in product pricing policies by us or our competitors, developments
regarding proprietary rights, changes in earnings estimates by analysts
or reports regarding us or our industry in the financial press or
investment advisory publications, 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, military conflicts or market or market-
sector declines, may materially and adversely affect the market price of
the common stock. In addition, we believe that electronic bulletin
board postings regarding us could in the future contribute to volatility
in the market price of the common stock. Any information concerning us,
including projections of future operating results, appearing in
investment advisory publications or on-line bulletin boards, or
otherwise emanating from a source other than us, should not be relied
upon as having supplied or endorsed by us.
OUR OPERATING RESULTS MAY FLUCTUATE
Our quarterly results of operations may fluctuate as a result of a
number of factors, including the timing of purchase orders for and
shipments of our products. Therefore, quarter-to-quarter comparisons of
results of operations have been and will be impacted by the timing of
such orders and shipments. In addition, our operating results could be
adversely affected by such factors, among others, as variations in the
mix of product sales, price changes in response to competitive factors,
increases in raw material costs and interruptions in plant operations.
DEVELOPMENTS BY COMPETITORS MAY IMPACT OUR PRODUCTS AND TECHNOLOGIES
We compete with various other participants in the advanced
materials and textile fibers markets. Many of these entities have
substantially greater research and development, manufacturing,
marketing, financial and managerial resources than us. In addition,
existing carbon fibers producers may refocus their activities to compete
more directly with us. There can be no assurance that developments by
existing or future competitors will not render our products or
technologies noncompetitive or that we will be able to keep pace with
new technological developments. In addition, our customers could decide
to vertically integrate their operations and perform some or all of the
functions currently performed by us.
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FAILURE TO KEEP PACE WITH TECHNOLOGICAL DEVELOPMENTS MAY ADVERSELY
AFFECT OUR OPERATIONS
We are engaged in an industry which will be affected by future
technological developments. The introduction of products or processes
utilizing new technologies could render existing products or processes
obsolete or unmarketable. Our continued success will depend upon our
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 we will be
successful in identifying, developing and marketing new products,
applications and processes and product or process enhancements, that we
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 our
products, applications or processes will adequately meet the
requirements of the marketplace and achieve market acceptance. Our
business, operating results and financial condition could be materially
and adversely affected if we were to incur delays in developing new
products, applications or processes or product or process enhancements
or if they were to not gain market acceptance.
OUR BUSINESS DEPENDS UPON THE MAINTENANCE OF OUR PROPRIETARY TECHNOLOGY
We depend upon our proprietary technology. We rely principally
upon trade secret and copyright law to protect our proprietary
technology. We regularly enter into confidentiality agreements with our
key employees, customers and potential customers and limit access to and
distribution of our trade secrets and other proprietary information.
There can be no assurance that these measures will be adequate to
prevent misappropriation of our technology or that our competitors will
not independently develop technologies that are substantially equivalent
or superior to our technology. In addition, the laws of some foreign
countries do not protect our proprietary rights to the same extent as
the laws of the United States. We also are subject to the risk of
adverse claims and litigation alleging infringement of intellectual
property rights.
THERE ARE OPERATIONAL RISKS ASSOCIATED WITH OUR BUSINESS
Our carbon fiber operations utilize high temperature processes,
substantial electrical current and industrial gases which potentially
can be subject to volatile chemical reactions. We believe that our
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 our
manufacturing and engineering processes or otherwise, our manufacturing
capacity could be materially limited or temporarily interrupted.
OUR PRINCIPAL SHAREHOLDER HAS VOTING CONTROL OVER THE COMPANY
Zsolt Rumy, our founder and principal shareholder, owns
approximately 29.4% of our outstanding shares of common stock. As a
result, he may have effective voting control over the company, including
the election of directors, and is able to effectively prevent an
affirmative vote which would be necessary for a merger, sale of assets
or similar transaction, irrespective of whether other shareholders
believe such a transaction to be in their best interests. Our Articles
of Incorporation and By-laws do not provide for cumulative voting in the
election of directors.
OUR BOARD OF DIRECTORS HAS THE AUTHORITY TO ISSUE PREFERRED STOCK WHICH
COULD AFFECT THE RIGHTS OF HOLDERS OF COMMON STOCK
Our 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 common stock. Holders of
common stock will have no preemptive rights to subscribe for a pro rata
portion of any preferred stock which may be issued. 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. The possible
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impact on takeover attempts could adversely affect the price of the
common stock. Although we have no present intention to issue any shares
of preferred stock, we may do so in the future.
OUR CLASSIFIED BOARD OF DIRECTORS COULD DISCOURAGE A CHANGE IN CONTROL
Our 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 our 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. The possible impact on takeover attempts could
adversely affect the price of the common stock.
FUTURE SALES OF COMMON STOCK COULD AFFECT THE PRICE OF COMMON STOCK
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.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents we incorporate by reference
contain "forward-looking statements' that anticipate results based on
management's plans that are subject to uncertainty. Forward-looking
statements do not relate strictly to historical or current facts and may
be identified by their use of words like "plans," "expects," "will,"
"anticipates," "estimates" and other words of similar meaning. These
statements may address, among other things, our strategy for growth,
product development, regulatory approvals, market position, expenditures
and financial results.
Forward-looking statements are based on current expectations of
future events. We cannot guarantee that any forward-looking statement
will be accurate, although we believe that we have been reasonable in
our expectations and assumptions. You should realize that if underlying
assumptions prove inaccurate or that unknown risks or uncertainties
materialize, actual results could differ materially from our
projections. We assume no obligation to update any forward-looking
statements as a result of new information or future events or
developments.
Our Annual Report on Form 10-K for the fiscal year ended September
30, 1999 contains a discussion of various factors that could cause
actual results to differ materially from expectations. We note these
factors are permitted by the Private Securities Litigation Reform Act of
1995. You are cautioned not to place undue reliance on any forward-
looking statements, which speak only as of the date of this prospectus
or, in the case of any document we incorporate by reference, the date of
that document. Investors also should understand that it is not possible
to predict or identify all such factors and should not consider this
list to be a complete statement of all potential risks and
uncertainties.
USE OF PROCEEDS
The selling shareholders will receive all of the proceeds of the
sale of the shares of common stock offered by this prospectus. We will
not receive any proceeds from the sale of common stock by the selling
shareholders.
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INFORMATION CONCERNING THE SELLING SHAREHOLDERS
We are registering the 2,499,993 shares offered by the prospectus
on behalf of the selling shareholders pursuant to a registration rights
agreement we entered into with the selling shareholders in connection
with the acquisition of SP Systems. Each of the selling shareholders
was issued the shares of common stock listed below in connection with
the acquisition of SP Systems. Paul James Rudling serves as an
executive officer of our company. Each of the other selling
shareholders (other than Hallkvist Trading ApS) serves an employee of
our company.
The following table sets forth (i) the aggregate number of shares
of common stock owned by each selling shareholder as of April 1, 2000,
(ii) the aggregate number of shares of common stock which are being
registered for the account of each selling shareholder by this
prospectus, (iii) the aggregate number of shares of common stock to be
owned by each selling shareholder if all of the shares of common stock
covered by this prospectus were sold, and (iv) the percentage of the
common stock owned by each selling shareholder after the offering.
<TABLE>
<CAPTION>
Number of Shares
Owned Prior to this Number of Shares Shares Owned Percentage of Common Stock
Name of Selling Shareholder Registration to be Registered After the Offering Owned After the Offering
- --------------------------- ------------ ---------------- ------------------ ------------------------
<S> <C> <C> <C> <C>
Paul James Rudling 876,363 876,363 <F*> <F*>
Giovanni Belgrano 438,227 438,227 <F*> <F*>
Andrew Day 438,227 438,227 <F*> <F*>
Derek Simon Richard Ness 288,295 288,295 <F*> <F*>
James Edward Austin 62,892 62,892 <F*> <F*>
Anthony Paul Brown 62,892 62,892 <F*> <F*>
Simon Grosser 62,892 62,892 <F*> <F*>
Adrian Guise Williams 62,892 62,892 <F*> <F*>
David Patrick Cripps 31,400 31,400 <F*> <F*>
Hallkvist Trading ApS 31,400 31,400 <F*> <F*>
Graham John Harvey 31,400 31,400 <F*> <F*>
Paul Adrian Lyon 31,400 31,400 <F*> <F*>
Nicholas Duncan Partington 31,400 31,400 <F*> <F*>
Michael David Turner 31,400 31,400 <F*> <F*>
Richard Willoughby 18,913 18,913 <F*> <F*>
- ---------------------------
<FN>
<F*> Because the selling shareholders may, pursuant to this prospectus,
offer all or some portion of the common stock they presently hold,
no estimate can be given as to the amount of the common stock that
will be held by each selling shareholder upon termination of any
such sales.
</TABLE>
Our registration of these shares of Zoltek common stock does not
necessarily mean that the selling shareholders will sell any or all of
these shares. The information concerning the selling shareholders
included in this prospectus has been supplied to us by the selling
shareholders or their representatives. We have relied upon this
information in preparing this prospectus.
PLAN OF DISTRIBUTION
We expect that the selling shareholders will sell their shares
covered by this prospectus through customary brokerage channels, either
through broker-dealers acting as agents or brokers for the seller, or
through broker-dealers acting as principals, who may then resell the
shares in the over-the-counter market, or at private sale or otherwise,
at market prices prevailing at the time of the sale, at prices related
to such prevailing market prices or at negotiated prices. The selling
shareholders may effect such transactions by selling the shares to or
through broker-dealers, and such broker-dealers may receive compensation
in the form of concessions or commissions from the selling shareholders
and/or the purchasers of the shares for whom they may act as agent
(which compensation may be in excess of customary commissions). The
selling shareholder and any broker-dealers that participate with the
selling shareholders in the distribution of shares may be deemed to be
underwriters and commissions received by them and any profit on the
resale of shares positioned by them might be deemed to be underwriting
discounts and commissions under the Securities Act of 1933. The selling
shareholders may not choose to sell any of the shares offered by them
hereunder.
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Sales of the shares of common stock on The Nasdaq National Market
or other trading system may be made by means of one or more of the
following:
* a block trade in which a broker or dealer will attempt to
sell the shares as agent, but may position and resell a
portion of the block as principal to facilitate the
transaction;
* purchases by a dealer as principal and resale by such dealer
for its account pursuant to this prospectus; and
* ordinary brokerage transactions and transactions in which
the broker solicits purchasers.
In effecting sales, brokers or dealers engaged by the selling
shareholders may arrange for other brokers or dealers to participate.
The selling shareholders have advised us that, prior to the date
of this prospectus, they have not made any agreement or arrangement with
any underwriters, brokers or dealers regarding the distribution and
resale of the shares of common stock. If we are notified by a selling
shareholder that any material arrangement has been entered into with an
underwriter for the sale of the shares, a supplemental prospectus will
be filed to disclose such of the following information as we believe
appropriate:
* the name of the participating underwriter;
* the number of the shares involved;
* the price at which such shares are to be sold, the commissions
paid or discounts or concessions allowed to such underwriter; and
* other facts material to the transaction.
The selling shareholders are not restricted as to the price or
prices at which they may sell their shares of common stock. Sales of
shares of common stock at less than market prices may depress the market
price of our common stock. Moreover, the selling shareholders are not
restricted as to the number of shares of common stock which may be sold
at any one time. Pursuant to our registration rights agreement with the
selling shareholders, if any selling shareholder intends to dispose of
more than 100,000 shares of common stock in any three-month period, the
shareholder must notify us at least ten days prior to the disposition
and use reasonable efforts to coordinate the disposition with us to seek
to avoid that disposition having a material adverse effect on the price
of our common stock.
We have agreed to pay all of the expenses incident to the offer
and sale of the shares of common stock to the public by the selling
shareholders other than commissions and discounts of underwriters,
dealers or agents. In addition, we and the selling shareholders have
agreed to indemnify each other and certain persons, including broker-
dealers or others, against certain liabilities in connection with the
offering of the common stock, including liabilities arising under the
Securities Act of 1933.
We have advised the selling shareholders that the anti-
manipulative rules under the Securities Exchange Act of 1934, including
Regulation M, may apply to sales in the market of the shares offered
hereby, and we have furnished the selling shareholders with a copy of
such rules. We have also advised the selling shareholders of the
requirement for the delivery of this prospectus in connection with
resales of the shares offered today.
We have been advised by each selling shareholder that it will
comply with Regulation M promulgated under the Securities Exchange Act
of 1934 in connection with all resales of the shares offered hereby. We
have also been advised by the selling shareholders that none of them
has, as of April 1, 2000, entered into any arrangement with a
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broker-dealer for the sale of the shares through a block trade, special
offering, exchange distribution or secondary distribution of a purchase
by a broker-dealer.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934. Accordingly, we file annual, quarterly and special
reports, proxy statements and other information with the Securities and
Exchange Commission. You may read and copy any document we file with the
Securities and Exchange Commission at the public reference facilities
maintained by the Securities and Exchange Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. Our filings with the Securities and
Exchange Commission also are available to the public from the Securities
and Exchange Commission's website at http://www.sec.gov. Please call the
------------------
Securities and Exchange Commission at 1-800-SEC-0330 for further
information. Our common stock is listed on The Nasdaq National Market and
the documents we file with the Securities and Exchange Commission also are
available for inspection and copying at the offices of The Nasdaq National
Market at 1735 K Street, N.W., Washington, D.C. 20006.
This prospectus is part of a registration statement we filed with
the Securities and Exchange Commission and does not contain all of the
information set forth in the registration statement. You should consult
the registration statement for further information with respect to our
company and these securities.
You should rely only on the information contained or incorporated
by reference in this prospectus. We have not authorized any person to
provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. The
selling shareholders are offering to sell, and seeking others to buy,
shares of common stock only in jurisdictions where the offer or sale is
permitted.
You should assume that the information appearing in this
prospectus is accurate as of the date on the front cover of this
prospectus only. Our business, financial condition, results of
operations and prospects may have changed since that date.
DOCUMENTS INCORPORATED BY REFERENCE
We are subject to the informational requirements of the Securities
Exchange Act of 1934. Accordingly, we file annual, quarterly and special
reports, proxy statements and other information with the Securities and
Exchange Commission. You may read and copy any document we file with the
Securities and Exchange Commission at the public reference facilities
maintained by the Securities and Exchange Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. Our filings with the Securities and Exchange
Commission also are available to the public from the Securities and
Exchange Commission's website at http://www.sec.gov. Please call the
------------------
Securities and Exchange Commission at 1-800-SEC-0330 for further
information.
The Securities and Exchange Commission allows us to "incorporate
by reference" the information we file with them, which means that we can
disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to
be part of this prospectus, and later information that we file with the
Securities and Exchange Commission will automatically update and
supersede this information and information in this prospectus. We
incorporate by reference the documents listed below and any future
filings made with the Securities and Exchange Commission under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
all of the securities are sold.
* Annual Report on Form 10-K for the fiscal year ended
September 30, 1999;
* Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 1999;
* Current Report on Form 8-K dated November 19, 1999, as
amended by Form 8-K/A filed January 28, 2000; and
11
<PAGE>
<PAGE>
* The description of our common stock set forth in our
registration statement on Form S-3/A, dated August 27, 1996
(File No. 0-20600), including any amendment or report filed
for the purpose of updating such description
You may request a copy of any document incorporated in this
prospectus by reference (other than exhibits, unless such exhibits are
specifically incorporated by reference in any document) at no cost, by
writing or telephoning us at the following address: Zoltek Companies,
Inc., 3101 McKelvey Road, St. Louis, Missouri 63044, Attn: Investor
Relations; telephone (314) 291-5110.
EXPERTS
The consolidated financial statements of our company and its subsidiaries,
incorporated in this prospectus by reference to our Annual Report on Form
10-K for the fiscal year ended September 30, 1999, have been so incorporated
in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting. The consolidated financial statements of SP Systems and its
subsidiaries, incorporated in this prospectus by reference to our Current
Report on Form 8-K/A filed January 28, 2000, have been so incorporated in
reliance on the report of Grant Thornton, independent accountants, given on
the authority of said firm as experts in auditing and accounting.
LEGAL MATTERS
The legality of the shares of common stock is being passed upon
for us by Thompson Coburn LLP, St. Louis, Missouri.
12
<PAGE>
<PAGE>
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.
Registration Fee $ 5,755
Nasdaq Listing Fee 5,000
Accounting Fees and Expenses 10,000
Legal Fees and Expenses 10,000
Miscellaneous 4,245
-------
Total $28,000
=======
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.
II-1
<PAGE>
<PAGE>
ITEM 16. EXHIBITS
--------
Exhibit No. Description
----------- -----------
4.1 Form of certificate for common stock, filed as
Exhibit 4.1 to Registrant's Registration Statement
on Form S-1 (Registration No. 33-51142), is
incorporated herein by this reference.
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 PricewaterhouseCoopers LLP.
23.3 Consent of Grant Thornton.
24.1 Powers of Attorney (set forth on signature page
hereto).
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.
II-2
<PAGE>
<PAGE>
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-3
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of St. Louis,
State of Missouri, on April 13, 2000.
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 Daniel D. Greenwell, 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.
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:
<TABLE>
<S> <C> <C>
/s/ Zsolt Rumy Chairman of the Board April 13, 2000
- --------------------------- and President (Chief
Zsolt Rumy Executive Officer)
/s/ Daniel D. Greenwell Chief Financial Officer April 13, 2000
- --------------------------- (Principal Financial Officer and
Daniel D. Greenwell Principal Accounting Officer)
/s/ James W. Betts Director April 13, 2000
- ---------------------------
James W. Betts
/s/ Linn Bealke Director April 13, 2000
- ---------------------------
Linn Bealke
/s/ Charles A. Dill Director April 13, 2000
- ---------------------------
Charles A. Dill
/s/ John L. Kardos Director April 13, 2000
- ---------------------------
John L. Kardos
/s/ John F. McDonnell Director April 13, 2000
- ---------------------------
John F. McDonnell
</TABLE>
II-4
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
4.1 Form of certificate for common stock, filed as Exhibit
4.1 to Registrant's Registration Statement on Form S-1
(Registration No. 33-51142), is incorporated herein by
this reference.
5.1 Legal Opinion of Thompson Coburn with respect to the
legality.
23.1 Consent of Thompson Coburn (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Grant Thornton.
24.1 Powers of Attorney (set forth on signature page
hereto).
II-5
<PAGE>
[Letterhead of Thompson Coburn LLP]
April 13, 2000
Zoltek Companies, Inc.
3101 McKelvey Road
St. Louis, Missouri 63044
Re: Registration Statement on Form S-3 -
2,499,993 Shares of Common Stock of Zoltek Companies, Inc.
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 April 13, 2000 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 as set forth in the Registration Statement (the "Selling
Shareholders") of an aggregate of 2,499,993 shares of the Company's
common stock, $.01 par value (the "Shares"), we have examined such
corporate records of the Company, such laws and such other information
as we have deemed relevant, including the Company's Restated Articles of
Incorporation, Restated 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 sold
by the Selling Shareholders, will be legally issued, fully paid and
nonassessable.
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 LLP
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated November 23, 1999 relating to the
financial statements, which appears in Zoltek Companies, Inc.'s Annual
Report on Form 10-K for the year ended September 30, 1999. We also consent
to the reference to us under the heading "Experts" in such Registration
Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
St. Louis, Missouri
April 13, 2000
<PAGE>
GRANT THORNTON [Logo]
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors of Zoltek Companies, Inc.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated 17 December 1999 on the consolidated
financial statements of Structural Polymer (Holdings) Limited for the three
years ended 31 December 1998 included in Zoltek Companies, Inc.'s Current
Report on Form 8-KA dated 19 November 1999. We consent to all references to
our firm under the heading "Experts" in this Registration Statement on Form
S-3.
/s/ Grant Thornton
GRANT THORNTON
SOUTHAMPTON, ENGLAND
12 April 2000
