As filed with the Securities and Exchange Commission on March 5, 1999
Registration No. 333-69809
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
AMENDMENT NO. 3 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
ATEC GROUP, INC.
(Name of Issuer in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
5045
(Primary Standard Industrial Classification Code Number)
13-367969
(I.R.S. Employee Identification No.)
--------------------
90 Adams Avenue
Hauppauge, New York 11788
(516) 231-2832
(Address and telephone number of principal executive offices
and principal place of business)
--------------------
Surinder Rametra, Chief Executive Officer
ATEC Group, Inc.
90 Adams Avenue
Hauppauge, New York 11788
(516) 231-2832
(Name, address and telephone number of agent for service)
Copies of all communications to:
Michael H. Freedman, Esq.
Silverman, Collura, Chernis & Balzano, P.C.
381 Park Avenue South, Suite 1601
New York, New York 10016
(212) 779-8600
<PAGE>
Approximate date of proposed sale to the public: From time to time or at
one time after the effective date of this registration statement as determined
by the selling stockholders.
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, as amended ("Securities Act"), other than securities offered only in
connection with dividend or reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to 462(c) under
the Securities Act, check the following box and list the Securities Act
registration 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. [ ]
================================================================================
ii
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
Proposed Proposed
Amount to Maximum Maximum
Title of Each Class of Be Registered Offering Price Aggregate Amount of
Securities to be Registered (1) Per Share(2) Offering Price Registration Fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock(3) 759,916 $6.25 $ 4,749,475 $ 1,439.23
- -------------------------------------------------------------------------------------------------
Common Stock(4) 5,946,000 $6.25 $37,162,500 $11,261.36
- -------------------------------------------------------------------------------------------------
Total 6,705,916 $6.25 $41,911,975 $12,700.59
=================================================================================================
</TABLE>
(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended, there are
also being registered such indeterminate number of additional shares of
common stock as may become issuable upon exercise of stock options to
prevent dilution resulting from stock splits, stock dividends or similar
transactions.
(2) Common stock price per share calculated in accordance with Rule 457(c) of
the Securities Act using the last sale price for the common stock on
December 21, 1998.
(3) Represents shares of common stock held by selling stockholders.
(4) Represents shares of common stock underlying stock options held by selling
stockholders.
We hereby amend 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 Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
iii
<PAGE>
DATED MARCH 5, 1999 SUBJECT TO COMPLETION
ATEC GROUP, INC.
6,705,916 shares of common stock
-------------------
The selling stockholders may sell up to 6,705,916 shares of common stock,
as described under the "Selling Stockholders" beginning on page 7.
ATEC will not receive any proceeds from the sale of the common stock.
-------------------
Please see the risk factors beginning on page 3 to read about certain
factors you should consider before buying shares of common stock.
-------------------
Our common stock is listed on the Nasdaq SmallCap Market System under the
symbol ATEC. The reported last sale price on Nasdaq on March 4, 1999 was $10.00.
The mailing address of the principal executive offices of ATEC is 90 Adams
Avenue, Hauppauge, New York 11788, and the telephone number is (516) 231-2832.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined that
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is March __, 1999
<PAGE>
ATEC
We provide a full line of computer and information technology products and
services to business, professionals, government agencies and educational
institutions. Our principal business includes the design and installation of
computer systems. We provide end-to-end solutions by acting as the single source
for purchases, custom configuration and design of computer systems, delivery and
installation. We are capable of providing most of the needs of businesses and
consumers, including high speed data transmission, local and wide area networks,
video conferencing and Year 2000 solutions.
We offer a full spectrum of services and support, which we believe is of
critical importance to our customers. The integration of networks, multimedia,
video conferencing, high volume storage information and communication systems,
has, in our opinion, necessitated technical support and continued client
relations after the initial purchase. We believe that most consumer and business
users do not possess the time to investigate and locate the various computer
components necessary to establish an integrated computer system. We therefore
strive to service all of our clients' technology needs in a cost effective
manner.
Our marketing strategy is to educate business clients as to our ability to
provide a "one-stop solution" to all computer needs from the initial purchase
and installation processes through required service and maintenance and future
expansion requirements. Our subsidiaries are authorized sales and service
dealers for all major manufacturers. We sell to our customers an extensive
selection of computer products at a competitive combination of price and
service. We offer over 10,000 computer products from over 500 manufacturers
including IBM, Compaq, Hewlett Packard, Apple, DEC, Hughes Networks, Microsoft,
Novell, Oracle, Sybase and Toshiba.
Our corporate headquarters are located at 90 Adams Avenue, Hauppauge, New
York 11788. Our telephone number is (516) 231-2832.
Use of Proceeds
We will not receive proceeds from any resale of our common stock offered
in this prospectus. The proceeds to be received by us from the exercise of the
stock options, assuming all of the securities are exercised, will be
$48,283,440. We intend to use these proceeds for general corporate purposes.
Pending use of the proceeds, they will be invested in short term, interest
bearing securities or money market funds.
2
<PAGE>
Risk Factors
You should carefully consider the following factors and other information
in this prospectus before deciding to invest in shares of common stock. This
prospectus contains forward-looking statements which can be identified by the
use of words such as "intend," "anticipate," "believe," "estimate," "project,"
or "expect" or other similar statements. These statements discuss future
expectations, contain projections of results of operations or of financial
condition, or state other "forward-looking" information. When considering these
statements, you should keep in mind the risk factors described below and other
cautionary statements in this prospectus. The risk factors described below and
other factors noted throughout this prospectus, including certain risks and
uncertainties, could cause our actual results to differ materially from those
contained in any forward-looking statement.
We may not be able compete in our industry due to industry-wide price reductions
of computer products.
The microcomputer industry has been characterized by intense price
reductions among major hardware and software vendors. During the past several
years all major hardware vendors have instituted aggressive price reductions in
response to lower component costs and discount pricing by microcomputer
manufacturers. Since many of these products are similar to ours, we must be able
to match these price cuts. We may not be able to continue to compete effectively
in this industry given these intense price reductions. If our competitors
continue to reduce prices or develop other pricing or distribution strategies,
our business may be negatively effected. Further, our current rate of revenue
growth may not continue in the future and our future operations may not be
profitable.
Our business is increasingly competitive.
The markets for computer hardware and software is highly fragmented and
intensely competitive. Barriers to entry are low and we expect that competition
will intensify in the future. We are in direct competition with local, regional
and national distributors of microcomputer products and related services. Most
of these competitors have substantially greater human and financial resources,
experience, brand name recognition, and operate in a larger geographical area
than us. As a result, our competitors may be able to develop products comparable
or superior to ours or adapt more quickly to new technologies or evolving
customer requirements.
We must constantly adapt to rapid technological change.
Our industry is characterized by rapidly changing technology, evolving
industry standards, frequent new service and product introductions and
enhancements, and changing customer demands. Our success will depend, in part,
on our ability to adapt to rapidly to these developments. We must maintain
adequate financial and technical resources to adapt to these
3
<PAGE>
changes or our systems and technologies could become incompatible or inefficient
due to rapidly evolving software and computer hardware.
We are dependent on two suppliers for a substantial portion of our supplies, and
two customers for a substantial portion of our revenue.
We have two suppliers, Tech Data Corp. and Synnex Information
Technologies, Inc., which together accounted for 50% of our purchases in fiscal
1998 and we have two customers, Hartford Computer Group and ACD Corp., which
together accounted for 25% of our sales in fiscal 1998. The loss of these
customers and/or suppliers could have a material adverse effect on our
operations during the short-term until we were able to generate replacement
sources, although there can be no assurance of obtaining new sources.
Our management has substantial control over us.
Our officers and directors currently possess voting rights representing
approximately 34% of our outstanding voting securities. Accordingly, our current
management is able to exercise substantial control over us, including
influencing the election of our directors, and to approve significant corporate
transactions, including key mergers and acquisitions and subsequent financing
transactions. Management will also have the ability to delay or prevent a change
in our control and to discourage a potential acquirer of us or our securities.
We are dependent on Surinder Rametra.
Our success is largely dependent on the personal efforts of Surinder
Rametra. Although we have entered into employment agreements with Mr. Rametra,
the loss of his services could have an adverse effect on our business and
prospects. We do not maintain "key man" life insurance on the life of Mr.
Rametra.
A substantial amount of our common stock is eligible for future sale.
The market price of our common stock could drop as a result of sales of
substantial amounts of our common stock in the public market following this
offering, or the perception that these sales may occur. These factors could also
make it more difficult for us to raise funds through future offerings of stock.
A significant number of our outstanding shares of common stock are "restricted
securities" as defined in Rule 144 under the Securities Act. A substantial
portion of these restricted securities have been held for more than one year as
of the date of this prospectus and are therefore currently eligible for public
sale in accordance with the requirements of Rule 144. Rule 144 sales must be
made in accordance with certain conditions, including, limitations as to the
amount of shares that may be sold in any three-month period. Rule 144 also
permits a sale, without any quantity limitation, by a person who is not an
affiliate of the issuer and who has satisfied a two-year holding period.
4
<PAGE>
We cannot predict the effect that sales made under Rule 144, sales made in
reliance on other exemptions under the securities laws or under registration
statements may have on any then prevailing market price. Nevertheless, the
possibility exists that the sale of any of these shares may have a depressive
effect on the price of our securities in any public trading market.
Year 2000 risk.
Many currently installed computer systems and software products are coded
to accept only two digit entries in the date code field. As a result, software
that records only the last two digits of the calendar year may not be able to
distinguish whether "00" means 1900 or 2000. This may result in software
failures or the creation of erroneous results . We believe that our products and
internal systems are year 2000 compliant. We have confirmed our year 2000
compliance by obtaining representations by third party vendors of their
products' year 2000 compliance, as well as specific testing of our products. The
failure of products or systems maintained by third parties or our products and
systems to be year 2000 compliant could cause us to incur significant expenses
to remedy any problems, or seriously damage our business. We have not incurred
significant costs for such purposes and we do not believe that we will incur
significant costs for these purposes in the foreseeable future.
5
<PAGE>
Where you can find more information about ATEC
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room in Washington, D.C., New York, New York, and
Chicago, Illinois. Please call the SEC at 1- 800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available to
the public from our web site www.atecgroup.com or at the SEC's web site
http://www.sec.gov.
The SEC 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 SEC will automatically update and supercede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 14, or 15(d) of the Securities Exchange Act
of 1934 until the selling stockholders sell all the shares. This prospectus is
part of a registration statement we filed with the SEC (Registration No.
333-69809).
(a) Annual Report on Form 10-K/A1 for its fiscal year ended June 30, 1998;
(b) Quarterly Report on Form 10-Q for the six month period ended December
31, 1998;
(c) the portions of our Proxy Statement for the Annual Meeting of
Stockholders held on December 15, 1998 that have been incorporated by reference
in our Annual Report on Form 10-K/A1;
(d) The description of our common stock contained in our registration
statement on Form S-1, Registration No. 33-2070 and on Form SB-2, Registration
No. 33-54356, and any amendment or report filed for the purpose of updating this
description filed subsequent to the date of this prospectus and prior to the
termination of the this offering;
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address: ATEC Group, Inc., 90 Adams Avenue,
Hauppauge, New York 11788, telephone number (516) 231-2832.
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The selling stockholders will
not make offers of these shares in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the front of those documents.
6
<PAGE>
The Selling Stockholders
This prospectus relates to the proposed resale by the selling stockholders
of up to 6,705,916 shares of common stock . The following table sets forth as of
March 4, 1999 certain information with respect to the selling stockholders. None
of these persons have had a material relationship with or have held any position
or office with us within the past three years, except for Carl Jones and Rita
Dozal, both of whom are officers of Logix Solutions, Inc., our wholly owned
subsidiary. For purposes of this table, a person or group of persons is deemed
to own shares of common stock which they have the right to acquire within 60
days of March 4, 1999. We believe, based on information supplied by these
persons, that the persons named in this table have sole voting and investment
power with respect to all shares of common stock they own.
<TABLE>
<CAPTION>
Securities Securities
Owned Prior Securities Owned
to Offering Offered Herein After Offering
----------- -------------- --------------
Name of Selling
Stockholders Common Stock Options Common Stock Amount %
- ------------ ------------ ------- ------------ ------ ---
<S> <C> <C> <C> <C> <C>
Gary Patterson 10,000 0 10,000 0 0
John R. Serafini, Jr. 10,000 0 8,000 0 0
Norton D. Weiner 10,000 0 10,000 0 0
Cheri Housman 4,445 0 4,445 0 0
Carl Jones 110,000 1,474,200 2,718,200(1) 0 0
Carla C. de Baca 7,000 0 7,000 0 0
Jesse and Dione Lenz JT 1,000 0 1,000 0 0
Michelle O'Mahoney 17,600 163,800 307,400(2) 0 0
James Peterson 12,600 163,800 302,400(2) 0 0
Monica Wright 4,000 0 4,000 0 0
Elwood Jones 2,200 0 2,200 0 0
Eileen Matzen 2,200 0 2,200 0 0
Vimonh Chittarath 2,500 0 2,500 0 0
Keith Backes 1,000 0 1,000 0 0
Jan K. Lorenzo 35 0 35 0 0
Dozal & Associates, Inc. 10,000 0 10,000 0 0
Frank F. Dozal 66,700 737,100 1,370,800(3) 0 0
Rita Dozal 56,700 737,100 1,360,800(3) 0 0
Mark M. Soane and 5,898 0 5,898 0 0
Sarah R. Soane JT
Guardian Ventures, Inc. 11,792 0 11,792 0 0
S.R.T.B., LLC 117,925 0 117,925 0 0
B.A.T.B., LLC 117,925 0 117,925 0 0
Brian Ellis 200 0 200 0 0
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Securities Securities
Owned Prior Securities Owned
to Offering Offered Herein After Offering
----------- -------------- --------------
Name of Selling
Stockholders Common Stock Options Common Stock Amount %
- ------------ ------------ ------- ------------ ------ ---
<S> <C> <C> <C> <C> <C>
Michael Golden 16,041 0 16,041 0 0
Ben Lichtenberg 15,316 0 15,316 0 0
Steven Schwartz 6,220 0 6,220 0 0
John Elwyn 2,073 0 2,073 0 0
Bruce Mahon 829 0 829 0 0
Michael Silverman 1,037 0 1,037 0 0
Craig Samuels 1,037 0 1,037 0 0
Jonathan Rich 10,995 0 10,995 0 0
Anthony Guglieri 706 0 706 0 0
Glen Merendino 706 0 706 0 0
Vincent Chieco 706 0 706 0 0
Bill McCormack 353 0 353 0 0
Joe Candela 353 0 353 0 0
Joe Spinello 706 0 706 0 0
Agnes Tavoulareas 706 0 706 0 0
Josh Bismuth 706 0 706 0 0
David Rich 706 0 706 0 0
Sanford Greenberg 1,000 0 1,000 0 0
Continental Capital Corp. -- 150,000 150,000(4) 0 0
M.H. Meyerson & Co., Inc. 120,000 0 120,000 0 0
</TABLE>
(1) Includes (a) stock options to purchase 340,200 shares of our common stock
exercisable during the eighteen month period commencing April 10, 1998 and
expiring October 10, 1999 at an exercise price of $4.74 per share; (b)
stock options to purchase 1,134,000 shares of our common stock exercisable
during the eighteen month period commencing April 10, 1998 and expiring
October 10, 1999 at an exercise price of $7.50 per share; and (c) stock
options to purchase 1,134,000 shares of our common stock during the period
commencing March 31, 1999 and expiring December 31, 2000 at an exercise
price of $10.00 per share.
(2) Includes (a) stock options to purchase of 37,800 shares of our common
stock exercisable during the eighteen month period commencing April 10,
1998 and expiring October 10, 1999 at an exercise price of $4.74 per
share; (b) stock options to purchase 126,000 shares of our common stock
exercisable during the eighteen month period commencing April 10, 1998 and
expiring October 10, 1999 at an exercise price of $7.50 per share; and (c)
stock options to purchase 126,000 shares of our common stock during the
period commencing March 31, 1999 and expiring December 31, 2000 at an
exercise price of $10.00 per share.
(3) Includes (a) stock options to purchase 170,100 shares of our common stock
exercisable during the eighteen month period commencing April 10, 1998 and
expiring October 10,
8
<PAGE>
1999 at an exercise price of $4.74 per share; (b) stock options to
purchase 567,000 shares of our common stock exercisable during the
eighteen month period commencing April 10, 1998 and expiring October 10,
1999 at an exercise price of $7.50 per share; and (c) stock options to
purchase 567,000 shares of our common stock during the period commencing
March 31, 1999 and expiring December 31, 2000 at an exercise price of
$10.00 per share.
(4) Represents stock options to purchase of 150,000 shares of our common stock
exercisable during the one year period commencing March 11, 1998 and
expiring March 11, 1999. 100,000 of the stock options are exercisable at
$4.00 per share, and 50,000 exercisable at $5.00 per share.
Plan of Distribution
The selling stockholders may offer and sell the common stock from time to
time at their discretion. They can sell their shares on Nasdaq or in the
over-the-counter market or otherwise. They may sell at market prices at the time
of sale, at prices related to the market price or at negotiated prices.
Sales of selling stockholders' common stock may also be made in accordance
with Rule 144 under the Securities Act, where applicable. The selling
stockholders' shares may also be offered in one or more underwritten offerings,
on a firm commitment or best efforts basis. ATEC will receive no proceeds from
the sale of common stock by the selling stockholders.
From time to time each of the selling stockholders may transfer, pledge,
donate or assign selling stockholders' shares of common stock to lenders, family
members and others and each of these persons will be deemed to be a "Selling
Stockholder" for purposes of this prospectus. The number of selling
stockholders' shares of common stock beneficially owned by those selling
stockholders who so transfer, pledge, donate or assign selling stockholders'
shares of common stock will decrease as and when they take these actions. The
plan of distribution for selling stockholders' shares of common stock sold
hereunder will otherwise remain unchanged, except that the transferees,
pledgees, donees or other successors will be selling stockholders hereunder.
Under applicable rule and regulations under the Exchange Act, any person
engaged in the distribution of the common stock may not bid for or purchase
shares of common stock during a period which commences one business day, 5
business days, if our public float is less than $25 million or its average daily
trading volume is less than $100,000, prior to that person's participation in
the distribution, subject to exceptions for certain passive market making
activities. In addition and without limiting the foregoing, each selling
stockholder will be subject to applicable provisions of the Exchange Act and the
rules and regulations thereunder, including, without limitation, Regulation M
which provisions may limit the timing of purchases and sales of shares of our
common stock by the selling stockholder.
9
<PAGE>
We are bearing all costs relating to the registration of the shares of
common stock, other than fees and expenses, if any, of counsel or other advisors
to the selling stockholders. Any commissions, discounts or other fees payable to
broker-dealers in connection with any sale of the shares of common stock will be
borne by the selling stockholder selling shares of common stock.
Transfer Agent and Registrar
Our transfer agent and registrar for our common stock is North American
Transfer Company, 147 W. Merrick Road, Freeport, New York 11520.
Legal Matters
The legality of the shares offered hereby has been passed upon for us by
Silverman, Collura, Chernis & Balzano, P.C., 381 Park Avenue South, Suite 1601,
New York, New York 10016.
Experts
Our consolidated financial statements incorporated by reference in this
registration statement, have been incorporated in this prospectus in reliance on
the reports of Weinick Sanders Leventhal & Co., LLP, independent accountants,
and given upon the authority of the firm as experts in accounting and auditing.
Disclosure of Commission Position on Indemnification
for Securities Act Liabilities
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers, and controlling persons, We
have been advised that in the opinion of the SEC the indemnification is against
public policy as expressed in the Securities Act and is, therefore
unenforceable. In the event that a claim for indemnification against these
liabilities, other than the payment by us of expense incurred or paid by one of
our directors, officers, or controlling persons in the successful defense of any
action, suit or proceeding) is asserted by a director, officer or controlling
person in connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by a controlling
precedent, submit to a court of appropriate jurisdiction the question whether
this indemnification by us is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of these issues.
10
<PAGE>
================================================================================
No dealer, salesman or any other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell the securities offered hereby, but only under circumstances and
in jurisdictions where it is lawful to do so. The information contained in this
prospectus is current only as of this date
TABLE OF CONTENTS
Page
----
Summary........................................................................2
Use of Proceeds................................................................2
Risk Factors...................................................................3
Where you can find
more information about ATEC...................................................6
The Selling Stockholders ......................................................7
Plan of Distribution..........................................................9
Transfer Agent................................................................10
Legal Matters.................................................................10
Experts.......................................................................10
Disclosure of Commission Position.............................................10
================================================================================
================================================================================
6,705,916 SHARES OF
COMMON STOCK
ATEC GROUP, INC.
_______________
PROSPECTUS
_______________
____________, 1999
================================================================================
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
SEC Registration Fee $12,700.59
Printing Expenses $ 1,000*
Legal Fees and Expenses $ 5,000*
Accounting Fees and Expenses $ 1,000*
Transfer Agent Fees $
Miscellaneous Expenses $ 1,000*
TOTAL $20,700.59*
- ----------
* Estimated
The Selling Security Holders will not be paying any portion of the
foregoing expenses of issuance and distribution.
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware and
Article 7 of the Company's Articles of Incorporation contain provisions for
indemnification of officers, directors, employees and agents of the Company. The
Articles of Incorporation require the Company to indemnify such persons to the
full extent permitted by Delaware law. Each person will be indemnified in any
proceeding if he acted in good faith and in a manner which he reasonably
believed to be in, or not opposed to, the best interest of the Company.
Indemnification would cover expenses, including attorney's fees, judgments,
fines and amounts paid in settlement.
The Company's Articles of Incorporation also provided that the Company's
Board of Directors may cause the Company to purchase and maintain insurance on
behalf of any present or past director or officer insuring against any liability
asserted against such person incurred in the capacity of direct or officer or
arising out of such status, whether or not the Company would have the power to
indemnify such person. The Company may seek to obtain directors' and officers'
liability insurance.
Item 16. Exhibits
5.1* Opinion of Silverman, Collura, Chernis & Balzano, P.C., special counsel
for the Registrant, as to the legality of the securities being registered.
23.1 Consent of Weinick Sanders Leventhal & Co., LLP, Certified Public
Accountants.
23.2* Consent of Silverman, Collura, Chernis & Balzano, P.C. (contained in
Exhibit 5.1).
* Previously filed.
II-1
<PAGE>
Item 17. Undertakings.
(a) Rule 415 Offerings.
The undersigned small business issuer hereby undertakes that it will:
(1) File, during the period required by Rule 415, a post-effective
amendment to this Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
Registration Statement; and
(iii) Includes any additional or changed material information on the plan
of distribution.
provided, however, the paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
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) For determining liability under the Securities Act of 1933, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(b) Request for acceleration of effective date.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceedings) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
II-2
<PAGE>
by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such court.
(c) Reliance upon Rule 430A under the Securities Act.
The undersigned small business issuer hereby undertakes that it will:
(1) For determining any liability under the Securities Act of 1933,
as amended, treat the information omitted from the form of prospectus
filed as part of the registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the small business issuer under
Rule 424(b)(1) or (4) or 497(h) under the Securities Act as part of this
registration statement as of the time the Commission declared it
effective.
(2) For determining any liability under the Securities Act of 1933,
as amended, treat each post-effective amendment that contains a form of
prospectus as a new registration statement for the securities offered in
the registration statement, and that offering of the securities at that
time as the initial bona fide offering of those securities.
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<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities Act, 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, therewith duly
authorized, in Hauppauge, New York on March 4, 1999.
ATEC GROUP INC.
By: /s/ Surinder Rametra
------------------------------------
Surinder Rametra, Chairman and CEO
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in their respective
capacities with ATEC Group, Inc. and on the dates indicated.
SIGNATURES
Signature Title Date
- --------- ----- ----
s/Surinder Rametra Chairman of the Board March 4, 1999
- ---------------------------- of Directors and CEO
Surinder Rametra, (Principal Executive Officer)
as attorney-in-fact
* Chief Financial Officer March 4, 1999
- ---------------------------- (Principal Financial
James Charles and Accounting Officer)
* Chief Operating Officer March 4, 1999
- ---------------------------- and Director
Ashok Rametra
* Director March 4, 1999
- ----------------------------
George Eagan
* Director March 4, 1999
- ----------------------------
David Reback
* Surinder Rametra as attorney-in-fact.
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Consent of Independent Accountants
We consent to the incorporation by reference in Amendment No. 3 to the
Registration Statement of Atec Group, Inc. Form S-3 of our report dated August
21, 1998, except for Note 2(c) as to which the date is October 10, 1998, on our
audits of the consolidated financial statements of Atec Group, Inc. and
Subsidiaries as of June 30, 1998, which report is included in the Company's
Annual Report on Form 10-K/A1 filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934. We also consent to the
reference to our firm under the caption "Experts".
/s/ Weinick Sanders Leventhal & Co., LLP
- ------------------------------------------
Weinick Sanders Leventhal & Co., LLP
New York, N.Y.
March 5, 1999
