As filed with the Securities and Exchange Commission on May 6, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
ATEC GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 5045 13-3679659
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation Industrial Classification Identification No.)
or organization) Code Number)
90 Adams Street
Hauppauge, New York 11716
(516) 231-2832
(Address and Telephone Number of Registrant's Principal
Executive Office)(Zip Code)
ATEC GROUP INC.
1997 EMPLOYEE STOCK OPTION PLAN
(1,200,000 shares of Common Stock)
(full title of the plans)
Surinder Rametra, Chief Executive Officer
ATEC Group Inc.
90 Adams Street
Hauppauge, New York 11716
(516) 231-2832
(Name, Address & Telephone number, including area code, of agent for service)
---------------
Copies to:
Gary W. Mair, Esq.
Silverman, Collura, Chernis & Balzano, P.C.
381 Park Avenue South - Suite 1601
New York, New York 10016
(212) 779-8600
<PAGE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered(2) per share (1) offering price (1) fee
- --------------------------------------------------------------------------------
Common Stock(1) 1,200,000 3.9375 4,725,000 $1,431.82
- --------------------------------------------------------------------------------
The registration fee has been previously paid pursuant to Rule 457 (h) (1).
(1) Calculated in accordance with 457(h)(1) using the average of the closing
price for the Common Stock as reported on the NASDAQ SmallCap Market System on
March 2, 1998.
(2) Adjusted to give effect to Atec's December 1997, one for five reverse stock
split.
<PAGE>
Part 1 - Information Required in the Section 10(A) Prospectus
The documents containing information specified in Part 1 (plan information
and registrant information) will be sent or given to employees as specified by
Rule 428(b)(1). Such documents need not be filed with the Securities and
Exchange Commission either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents incorporated by reference in this registration statement pursuant
to Item 3 of Part 2 of this form taken together constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended.
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ATEC GROUP INC.
1,200,000 shares of common stock
-------------------------
Certain officers, directors, employees and consultants of Atec Group Inc.
may sell up to 1,200,000 shares of common stock. Atec Group Inc. will not
receive any proceeds from this offering.
-------------------------
Please see the risk factors beginning on page 6 to read about certain
factors you should consider before buying shares of common stock.
-------------------------
The common stock of Atec Group Inc. is listed on Nasdaq under the symbol
ATEC. On May 3, 1999 the last sale price of the common stock on Nasdaq was
$7.38.
The mailing address of our principal executive offices is 90 Adams Street
Happauge, New York 11716.
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 May 6, 1999.
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<PAGE>
TABLE OF CONTENTS
Page
----
Atec Group Inc.................................................................5
Risk Factors...................................................................6
Where You Can Find More
Information About Atec......................................................10
The Selling Stockholders......................................................11
Plan of Distribution..........................................................15
Transfer Agent and Registrar..................................................15
Legal Matters.................................................................16
Experts.......................................................................16
Disclosure of Commissions Position
On Indemnification for Securities Act Liabilities.............................16
Incorporation of Documents by Reference.......................................17
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Atec Group Inc.
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.
6
<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 to 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.
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 these changes and developments. We must maintain
adequate financial and technical resources in order to keep our systems and
technologies from becoming incompatible or inefficient due to rapidly evolving
software and computer hardware. If we are unable to adapt to these rapid changes
and keep our software and hardware up to date, we may not be able to maintain
profitability and our operations may be negatively affected.
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
7
<PAGE>
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.
Accordingly, if you purchase our common stock, you may have no effective voice
in our management.
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. The loss of Mr. Rametra's services, or the services of any of our key
employees or officers, could negatively effect our business.
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.
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.
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<PAGE>
We are susceptible to the 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.
9
<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.
This prospectus does not contain all the information set forth in the
registration statement, of which this prospectus is a part, and which we have
filed with the Commission. 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. Additional updating information with respect to us may be provided in
the future by means of appendices or supplements to the prospectus.
We hereby undertake to provide without charge to each person to whom a
copy of this prospectus is delivered, upon written or oral request of such
person, a copy of any and all of the information that has been or may be
incorporated herein by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into such documents.
The following documents previously filed by Atec Group Inc. with the Securities
and Exchange Commission are incorporated in this prospectus:
(a) Atec's Current Reports on Forms 8-K dated November 18, 1997, and
referencing events which occurred on November 18, 1997;
(b) 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 this offering;
(c) Atec's Annual Report on Form 10-K/A1 for its fiscal year ended June
30, 1998;
(d) Atec's Quarterly Report on Form 10-Q for the six-month period ended,
December 31, 1998;
(e) 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;
(f) All other reports filed by Atec pursuant to Section 13(a) and 15(d) of
the Exchange Act since Atec's fiscal year ended, June 30, 1998.
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<PAGE>
(g) 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;
(h) All other reports filed by Atec pursuant to Section 13(a) and 15(d) of
the Exchange Act since Atec's fiscal year ended, June 30, 1997.
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.
The Selling Stockholders
This Prospectus covers Option Shares and Restricted Shares that have been
or may be acquired upon exercise of options held by the Selling Stockholders,
named herein or to be supplementally named, as of May 3, 1999.
The following table sets forth the name of each Selling Stockholder, the
nature of his or her position, office, or other material relationship with
Atec, the number of shares (as adjusted to give effect to Atec's 1997 one for
five reverse stock split) of Common Stock beneficially owned by each Selling
Stockholder prior to the offering, and the number of shares and (if one percent
or more) the percentage of the class to be beneficially owned by a Selling
Stockholder after the offering. Non-affiliate Selling Stockholders who hold less
than 1,000 shares of Common Stock issued under the Plans, and not named below,
may use this Prospectus for reoffers and resales of such Common Stock.
<TABLE>
<CAPTION>
Shares Owned
After Offering
Shares Owned Number of Shares Percentage of
Name Prior to Offering(1) Offered Herein(2) Number Outstanding Shares(3)
- ---- -------------------- ----------------- ------ ---------------------
<S> <C> <C> <C> <C>
Balwinder Singh Bathla 524,904 124,000 400,904 5.7%
Arvinder Gulati 205,861 28,000 177,861 2.5%
Kenneth Bohacs 12,543 5,000 7,543 **
Pritam Singh Arora 34,594 4,384 30,210 **
Paramjit Singh 41,088 1,000 40,088 **
Somkiran Singh Sodhi 44,309 2,862 41,447 **
Jagjit Singh 817 817 0
Angela Abrahams 712 500 212 **
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Shares Owned
After Offering
Shares Owned Number of Shares Percentage of
Name Prior to Offering(1) Offered Herein(2) Number Outstanding Shares(3)
- ---- -------------------- ----------------- ------ ---------------------
<S> <C> <C> <C> <C>
Avnit Nanda 2,461 1,017 1,444 **
Arya Ranasinge 2,218 1,286 932 **
Avtar Singh Chera 678 678 0
Greg Deshields 1,001 917 84 **
Indu Singh 408 408 0
Ranjit Paniker 6,267 2,773 3,494 **
Prashath Vemuganti 6,066 2,890 3,176 **
Zeyad Shahidy 400 400 0
Nurpinder Bathla 45,242 3,116 42,126 **
Laurence Beaudoin 549 549 0
Steve Bolton 549 549 0
Scott Brown 658 658 0
Michael Chase 274 274 0
Wendy Gavert 549 549 0
Hira L. Gupta 823 823 0
Jaswant Mehta 549 549 0
Sumeet Murarka 713 713 0
Pamela Murarka 329 329 0
</TABLE>
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<TABLE>
<CAPTION>
Shares Owned
After Offering
Shares Owned Number of Shares Percentage of
Name Prior to Offering(1) Offered Herein(2) Number Outstanding Shares(3)
- ---- -------------------- ----------------- ------ ---------------------
<S> <C> <C> <C> <C>
Ranbir Singh 817 817 0
Satinder S. Talwar 1,390 1,390 0
Alan Kaufman 378 378 0
Henry Cipriani 278 278 0
Brent Sanders 1,000 1,000 0
Ramesh Mahajan 300 300 0
Alan Prefer 8,000 8,000 0
Sam Ruggeri 5,068 2,000 3,068 **
Rahul Rametra 25,339 1,001 24,338 **
Rhonda Garelli 279 239 40 **
Fred Wenze 583 523 60 **
Annie Ciavolella 1,620 1,420 200 **
Arlene Sander 264 224 40 **
Bir Singh 369 329 40 **
Gale Donofrio 404 344 60 **
Vijay Rametra 88,243 2,391 85,852 1.2%
Surinder Rametra, CEO, Dir. 1,387,801 757,000 630,801 9.0%
Ashok Rametra, COO, Dir. 432,000 45,000 387,000 5.5%
James Charles, CFO 65,000 55,000 10,000 **
Rajnish Rametra 138,457 24,963 113,494 1.6%
George Eagan, Director 8,500 8,500 0
David Rebach, Director 8,500 8,500 0
Akram A. Eldebassy 239 239 0
Alberto Vallifos 100 100 0
Christina Karina 110 100 0
Danile Rabindrani 110 110 0
Estelle Gordon 110 110 0
Gokul Thakur 100 100 0
Jagdeep Singh Sabharwal 80 80 0
Jagjit Singh 817 817 0
Richard Meyers 165 165 0
Sanjay Grover & Co. 100 100 0
Talwar Computer Systems 1,620 1,620 0
Daniel Pineyro 149 149 0
Sandeep Saini 40 40 0
</TABLE>
- ----------------------
** less than 1%
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(1) For purposes of this table, each person listed above is deemed to own
shares of common stock if he has the right to acquire the common stock
within 60 days of May 3, 1999. For purposes of computing the percentage of
outstanding shares of common stock held by each selling security holder,
any security which they have the right to acquire within such date is
deemed to be outstanding. Except as indicated in the footnotes to this
table and pursuant to applicable community property laws, we believe,
based on information supplied by selling security holder, that they have
sole voting and investment power with respect to all the shares of common
stock which they own.
(2) Issued pursuant to the 1997 Plan.
(3) Based on a total of 6,995,841 shares of Common Stock outstanding.
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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.
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.
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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's 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.
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Part II
Item 3. Incorporation of Documents by Reference
The documents listed below have been filed by us with the Commission and
are incorporated by reference:
(a) Atec's Current Reports on Forms 8-K dated November 18, 1997, and
referencing events which occurred on November 18, 1997;
(b) 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 subsesquent to the date of this prospectus and prior to the
termination of this offering;
(c) Atec's Annual Report on Form 10-K/A1 for its fiscal year ended June
30, 1998;
(d) Atec's Quarterly Report on Form 10-Q for the six-month period ended,
December 31, 1998;
(e) 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;
(f) All other reports filed by Atec pursuant to Section 13(a) and 15(d) of
the Exchange Act since Atec's fiscal year ended, June 30, 1998.
All documents filed by the Company with the Commission pursuant to
sections 13, 14 or 15(d) of the Exchange Act subsequent hereto, but prior to the
termination of the offering of securities made by this Registration Statement
shall be deemed to be incorporated by reference herein and to be part hereof
from their respective dates of filing.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement, to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
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Item 4. Description of Securities
Not Applicable.
Item 5. Interest of Named Experts and Counsel
The legality of the shares offered hereby has been passed upon for the
Company by Silverman, Collura, Chernis & Balzano, P.C., 381 Park Avenue South,
New York, New York 10016.
Item 6. 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 director or officer or
arising out of such status, whether or not the Company would have the power to
indemnify such person. The Company has acquired directors' and officers'
liability insurance.
Insofar as indemnification for liabilities arising under the Securities
Act, as amended (the "Securities Act") may be permitted to directors, officers,
and controlling persons of the Company, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expense incurred or paid by a director, officer, or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person of
the Company in connection with the securities being registered, the Company
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 such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issues.
Item 7. Exemption from Registration Claimed
Not applicable.
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Item 8 Exhibits
*4.1 1997 Employee Stock Option Plan
*5.1 Opinion of Silverman, Collura & Chernis, P.C.
*23.1 Consent of Silverman, Collura & Chernis, P.C. to be named in the
Registration Statement. Reference is made to Exhibit 5.1 to this Registration
Statement which includes such consent.
**23.2 Consent of Weinick Sanders Leventhal & Co., LLP.
* Previously filed
** Filed with this Post-Effective Amendment No. 1
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Item 9. 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 the Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this 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 of such information in the Registration Statement;
Provided however that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply
to information contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant 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
20
<PAGE>
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
21
<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 this Post Effective Amendment No. 1 to Form S-8, and
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, therewith duly authorized, in Hauppauge, New York on May 3, 1999.
ATEC GROUP INC.
By:/s/SURINDER RAMETRA
----------------------------------
Surinder Rametra, Chairman and CEO
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints Surinder Rametra, his true and lawful
attorney-in-fact, with full power of substitution and resubstitution, for his
and in his name, place and stead, in any and all capacities, to sign any or all
amendments or supplements to this Registration Statement and to file the same
with all exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact full power and authority to do
and perform each and every act and thing necessary or appropriate to be done
with respect to this Registration Statement or any amendments or supplements
hereto and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
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 May 3, 1999
- -------------------------- of Directors and CEO
Surinder Rametra, (Principal Executive Officer)
as attorney-in-fact
* Chief Financial Officer May 3, 1999
- -------------------------- (Principal Financial
James Charles and Accounting Officer)
* Chief Operating Officer May 3, 1999
- -------------------------- and Director
Ashok Rametra
* Director May 3, 1999
- --------------------------
George Eagan
* Director May 3, 1999
- --------------------------
David Reback
* Surinder Rametra as attorney-in-fact.
<PAGE>
Index to Exhibits
*4.1 1997 Employee Stock Option Plan
*5.1 Opinion of Silverman, Collura & Chernis, P.C.
*23.1 Consent of Silverman, Collura & Chernis, P.C. (included in Exhibit 5.1)
**23.2 Consent of Weinick Sanders Leventhal & Co., LLP
* Previously filed
**Filed with this Post-Effective Amendment No. 1
Exhibit 23.2
Consent of Independent Accountants
We consent to the incorporation by reference in Post Effective Amendment
No. 1 to the Registration Statement of Atec Group, Inc. on Form S-8 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".
Weinick Sanders Leventhal & Co., LLP
------------------------------------
/s/Weinick Sanders Leventhal & Co., LLP
New York, N.Y.
May 4, 1999
