<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1996
REGISTRATION NO. 333
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEMATRON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
MICHIGAN 38-2483796
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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5840 INTERFACE DRIVE
ANN ARBOR, MICHIGAN 48103
(313) 994-0591
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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DAVID P. GIENAPP
NEMATRON CORPORATION
5840 INTERFACE DRIVE
ANN ARBOR, MICHIGAN 48103
(313) 994-0591
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
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<S> <C>
ALEKSANDRA A. MIZIOLEK, ESQ. VERNE C. HAMPTON, II, ESQ.
DYKEMA GOSSETT PLLC DICKINSON, WRIGHT, MOON, VAN
400 RENAISSANCE CENTER DUSEN & FREEMAN
DETROIT, MICHIGAN 48243 ONE DETROIT CENTER
500 WOODWARD AVENUE, SUITE 4000
DETROIT, MICHIGAN 48226
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after this Registration Statement is declared effective.
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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, please check the following box. / /
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /X/ 333-4036
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE
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Common Stock.................................................... $2,070,000 $714
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(1) Includes 30,000 shares which the Underwriters have the option to purchase
from the registrant solely to cover over-allotments.
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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE> 2
The contents of the registration statement on Form S-2, as amended, file
number 333-4036, of Nematron Corporation are incorporated herein by reference in
accordance with General Instruction III of the instructions to Form S-2.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ann Arbor, State of Michigan on the 5th day of June,
1996.
NEMATRON CORPORATION
By: /s/ FRANK G. LOGAN, III
---------------------------------
Frank G. Logan, III,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on June 5, 1996.
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SIGNATURE TITLE
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<S> <C>
/s/ FRANK G. LOGAN, III President, Chief Executive Officer and
- ----------------------------------------------- Director (Principal Executive Officer)
Frank G. Logan, III
* Vice President -- Finance and
- ----------------------------------------------- Administration and Director
David P. Gienapp (Principal Financial and Accounting
Officer)
* Vice President -- Design Engineering
- ----------------------------------------------- and Director
Gregory J. Chandler
* Senior Vice President -- International
- ----------------------------------------------- Operations and Director
Albert W. Lowery
* Director
- -----------------------------------------------
Hugo E. Braun
* Director
- -----------------------------------------------
Garnel F. Graber
* Director
- -----------------------------------------------
Michael L. Hershey
* Director
- -----------------------------------------------
Harry A. Sundblad
*By: /s/ FRANK G. LOGAN,
III
- -----------------------------------------------
Frank G. Logan, III, Attorney-in-fact
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3
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION OF EXHIBITS
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5.1 Opinion of Dykema Gossett PLLC(1)
23.1 Consent of KPMG Peat Marwick LLP(1)
23.2 Consent of Deloitte & Touche LLP(1)
23.3 Consent of Dykema Gossett PLLC (included in Exhibit 5.1)(1)
24.1 Power of Attorney of Hugo E. Braun(2)
24.2 Power of Attorney of Gregory J. Chandler(2)
24.3 Power of Attorney of David P. Gienapp(2)
24.4 Power of Attorney of Garnel F. Graber(2)
24.5 Power of Attorney of Michael L. Hershey(2)
24.6 Power of Attorney of Albert W. Lowery(2)
24.7 Power of Attorney of Harry A. Sundblad(2)
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(1) Filed herewith.
(2) Incorporated by reference from the Company's Registration Statement on Form
S-2, as amended (No. 333-4036).
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[DYKEMA GOSSETT LETTERHEAD]
EXHIBIT 5.1
June 5, 1996
Nematron Corporation
5840 Interface Drive
Ann Arbor, Michigan 48103
Re: Registration Statement on Form S-2
Gentlemen:
We have acted as counsel for Nematron Corporation, a Michigan
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), of a Registration Statement on Form S-2 (the "Registration
Statement") relating to the offering by the Company through First of Michigan
Corporation, as representative of the several underwriters, in the manner
described in the Registration Statement, of up to 230,000 shares of the
Company's common stock ("Common Stock").
In so acting, we have examined and relied upon the originals,
or copies certified or otherwise identified to our satisfaction, of such
corporate records, documents, certificates and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinion
expressed below.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is in good
standing under the laws of the State of Michigan.
2. The shares of Common Stock to which the Registration
Statement relates will be, when issued in the manner specified in the
Registration Statement, legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement. We further consent to the reference to our firm
under the heading "Legal Matters" in the Registration Statement. In giving
such consent, we do not concede that we are experts within the meaning of the
Act or the rules or regulations thereunder or that this consent is required by
Section 7 of the Act.
Very truly yours,
DYKEMA GOSSETT PLLC
/s/ Mark A. Metz
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Exhibit 23.1
Board of Directors
Nematron Corporation
We consent to the use of our report incorporated herein by reference from Form
S-2, as amended, No. 333-4036.
KPMG Peat Marwick LLP
Detroit, Michigan
June 5, 1996
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Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to incorporation by reference in this Registration Statement of
Nematron Corporation on Form S-2 of our report dated December 9, 1994 (which
expresses an unqualified opinion and includes an explanatory paragraph relating
to substantial doubt about the Company's ability to continue as a going
concern), included in Registration Statement No. 333-4036 on Form S-2, as
amended, of Nematron Corporation.
Deloitte & Touche LLP
Ann Arbor, Michigan
June 5, 1996
