As filed with the Securities and Exchange Commission on February 16, 1999
Registration No. 333-69809
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
AMENDMENT NO. 2 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 securityholders.
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 securityholders.
(4) Represents shares of common stock underlying stock options held by selling
securityholders.
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 FEBRUARY 16, 1999 SUBJECT TO COMPLETION
ATEC GROUP, INC.
6,705,916 shares of common stock
----------
The selling securityholders may sell up to 759,916 shares of common stock
and 5,946,000 shares of common stock upon exercising certain stock options, as
described under the "Plan of Distribution."
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 February 11, 1999 was
$6.875.
The mailing address of the principal executive offices of ATEC Group 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 _________________, 1999
<PAGE>
The Company
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 the common stock. 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
Microcomputer Industry Price Cutting.
The microcomputer industry has been characterized by intense price cutting
among the major hardware and software vendors which could materially affect our
future operating results. During the past several years all major hardware
vendors have instituted extremely aggressive price reductions in response to
lower component costs and discount pricing by certain microcomputer
manufacturers. Our future results of operations are dependent upon continued
demand for microcomputer products. Given our limited financial resources and the
highly competitive environment in which we operate, there can be no assurance
that our current rate of revenue growth will continue in the future or that our
future operations will remain profitable. There can be no assurance that we will
be able to continue to compete effectively in this industry given the intense
price reductions and competition currently existing in the microcomputer
industry.
Competition.
Our computer market is highly competitive. We are in direct competition
with local, regional and national distributors of microcomputer products and
related services. Several of these competitors offer most of the same basic
products as us. In addition, the tri-state Metropolitan New York area, to which
we market our products and services, is particularly characterized by highly
discounted pricing on microcomputer products from various sources of
competition. We face competition from microcomputer vendors that sell their
products through direct sales forces and from manufacturers and distributors
that emphasize mail order and telemarketing. Certain of our competitors on the
regional and national level are substantially larger and have materially greater
financial and marketing resources than us and operate within a larger geographic
area than we do. Accordingly, there can be no assurance we will be able to
continue to compete effectively in the marketplace.
Dependence on Vendors and Suppliers.
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, Inc. 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.
3
<PAGE>
Dependence on Key Personnel.
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 a material adverse effect on our business
and prospects. We do not maintain "key man" life insurance on the life of Mr.
Rametra.
Future Sales of Restricted Shares Under Rule 144 or Otherwise.
A significant number of our outstanding shares of common stock are
"restricted," as that term is defined under Rule 144 of the Securities Act.
However, all of these restricted shares are currently eligible for sale under
Rule 144. Under Rule 144, in general, a person may sell stock if the stock has
been owned for at least one year. 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.
Risks Associated with Forward Looking Statements.
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 similar statements. The statements in
"Risk Factors" are cautionary statements. They identify important factors, with
respect to forward-looking statements, that could cause actual results to differ
materially from those forecasted in the statements. All forward-looking
statements in this Prospectus are expressly qualified in their entirety by the
cautionary statements in this paragraph.
4
<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 securityholders 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 three month period ended
September 30, 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 securityholders 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.
5
<PAGE>
The selling securityholders
This prospectus relates to the proposed resale by the selling
securityholders of up to 759,916 shares of common stock, and 5,946,000 shares of
common stock if certain stock options are exercised. The following table sets
forth as of February 8, 1999 certain information with respect to the selling
securityholders. None of these persons have had a material relationship with or
have held any position or office with ATEC within three years. 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 February 8, 1999. For
purposes of computing the percentage of outstanding shares of common stock held
by each selling securityholder, any security which that person or persons has or
have the right to acquire within that date is deemed to be outstanding, but is
not deemed to be outstanding for the purpose of computing the percentage
ownership of any other person. 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 ----------- -------------- --------------
Securityholders 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. 8,000 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(2) 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(3) 0 0
James Peterson 12,600 163,800 302,400(3) 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(4) 0 0
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Securities Securities
Owned Prior Securities Owned
to Offering Offered Herein After Offering
Name of Selling ----------- -------------- --------------
Securityholders Common Stock Options Common Stock Amount %
- --------------- ------------ ------- ------------ ------ ---
<S> <C> <C> <C> <C> <C>
Rita Dozal 56,700 737,100 1,360,800(4) 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
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(5) 0 0
M.H. Meyerson & Co., Inc. 120,000 0 120,000 0 0
</TABLE>
(2) Includes (a) stock options to purchase 340,200 shares of 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 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 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 of 37,800 shares of 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 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
7
<PAGE>
options to purchase 126,000 shares of common stock during the period
commencing March 31, 1999 and expiring December 31, 2000 at an exercise
price of $10.00 per share.
(4) Includes (a) stock options to purchase 170,100 shares of 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 567,000 shares of 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 common stock during the period
commencing March 31, 1999 and expiring December 31, 2000 at an exercise
price of $10.00 per share.
(5) Represents stock options to purchase of 150,000 shares of 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 securityholders 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 securityholders' common stock may also be made in
accordance with Rule 144 under the Securities Act, where applicable. The selling
securityholders' 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 securityholders.
From time to time each of the selling securityholders may transfer,
pledge, donate or assign selling securityholders' shares of common stock to
lenders, family members and others and each of these persons will be deemed to
be a "Selling Securityholder" for purposes of this prospectus. The number of
selling securityholders' shares of common stock beneficially owned by those
selling securityholders who so transfer, pledge, donate or assign selling
securityholders' shares of common stock will decrease as and when they take
these actions. The plan of distribution for selling securityholders' shares of
common stock sold hereunder will otherwise remain unchanged, except that the
transferees, pledgees, donees or other successors will be selling
securityholders 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
8
<PAGE>
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 securityholder 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 securityholder.
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 securityholders. 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 securityholder 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
9
<PAGE>
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.
<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 6,705,916 SHARES OF
information contained in this Prospectus is current only COMMON STOCK as of this
date
TABLE OF CONTENTS
Page
Prospectus ................................................................
Summary ...................................................................
Risk Factors ..............................................................
Use of Proceeds ...........................................................
Dilution ..................................................................
Resales by Selling Securityholders ........................................
Plan of Distribution .....................................................
Transfer Agent ............................................................
Legal Matters .............................................................
Experts ...................................................................
Available Information .....................................................
Incorporation by Reference ................................................
Disclosure of Commission Position .........................................
================================================================================
================================================================================
6,705,916 SHARES OF
COMMON STOCK
ATEC GROUP, INC.
_______________
PROSPECTUS
_______________
____________, 1999
================================================================================
10
<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 by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such court.
II-2
<PAGE>
(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.
II-3
<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 February 12, 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 February 12, 1999
Surinder Rametra, of Directors and CEO
as attorney-in-fact (Principal Executive Officer)
*
- ------------------------ Chief Financial Officer February 12, 1999
James Charles (Principal Financial
and Accounting Officer)
*
- ------------------------ Chief Operating Officer February 12, 1999
Ashok Rametra and Director
*
- ------------------------ Director February 12, 1999
George Eagan
*
- ------------------------ Director February 12, 1999
David Reback
* Surinder Rametra as attorney-in-fact.
II-4
Exhibit 23.1
[Letterhead of Weinick Sanders Leventhal & Co., LLP]
Consent of Independent Accountants
We consent to the incorporation by reference in Amendment No. 2 to the
Registration Statement of Atec Group, Inc. on 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 and 1997 and for each of the three years ended
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.
February 12, 1999
