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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-SB12G-A
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
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PHOTRAN CORPORATION
(Name of small business issuer in its charter)
MINNESOTA 3231 41-1697628
(STATE OR OTHER JURIS- (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
DICTION OF INCORPORATION CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
OR ORGANIZATION)
21875 GRENADA AVENUE
LAKEVILLE, MINNESOTA 55044
TELEPHONE: (612) 469-4880
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Securities to be registered under Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None None
Securities to be registered under Section 12(g) of the Act:
Common Stock, no par value
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(Title of Class)
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ITEM 1. DESCRIPTION OF BUSINESS.
Incorporated by reference to material captioned "Prospectus Summary" and
"Business" in the Prospectus constituting a part of Amendment No. 3 to the
Registrant's Registration Statement on Form SB-2 filed with the Commission
May 29, 1996 (Registration No. 333-02700C) ("Amendment No. 3 to the Registrant's
Registration Statement").
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Incorporated by reference to material captioned "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in the Prospectus
constituting a part of Amendment No. 3 to the Registrant's Registration
Statement.
ITEM 3. DESCRIPTION OF PROPERTY.
Incorporated by reference to material captioned "Business-Facilities" in
the Prospectus constituting a part of Amendment No. 3 to the Registrant's
Registration Statement.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Incorporated by reference to material captioned "Principal Shareholders" in
the Prospectus constituting a part of Amendment No. 3 to the Registrant's
Registration Statement.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
OFFICERS AND DIRECTORS
The following table sets forth certain information concerning each of the
Company's directors and executive officers:
Name Age Position
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David E. Stevenson (3) 46 President, Chief Executive Officer, and Chairman
Paul T. Fink 40 Chief Financial Officer, Treasurer, Director
Kathleen V. Stevenson (2) 46 Secretary, Director
Robert S. Clarke (1)(3) 52 Director
Steven King (1)(2) 50 Director
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(1) Member of Audit Committee.
(2) Member of Compensation Committee.
(3) Member of Nominating Committee.
The Board of Directors is divided into three classes, and directors serve
for staggered three-year terms. Kathleen V. Stevenson serves in a class with a
term expiring in 1997; Robert S. Clarke and Steven King serve in a class with a
term expiring in 1998; and David E. Stevenson and Paul T. Fink serve in a class
with a term expiring in 1999. Officers serve at the discretion of the Board.
David E. Stevenson and Kathleen V. Stevenson are husband and wife.
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DAVID E. STEVENSON, the founder of the Company, has been employed by and
served as a director and officer of the Company since its inception in May 1991.
From 1988 to 1991, Mr. Stevenson was employed as president and CEO of Viratec
Thin Films, Inc. and Viratec Tru Vue Inc. of Faribault, Minnesota. From 1984 to
1988, Mr. Stevenson was executive vice president and chief operating officer of
Viracon, Inc. of Owatonna, Minnesota. From 1983 to 1984, he was director of
corporate development for Apogee Enterprises, Inc., of Minneapolis, Minnesota.
Mr. Stevenson holds a Bachelor of Science degree in Engineering from the
University of Michigan and is also a Certified Public Accountant.
PAUL T. FINK has been employed by the Company since January 1995. Mr. Fink
joined the Company as Controller, was named Chief Financial Officer in
February 1996 and was elected as a director in March 1996. Prior to joining the
Company, Mr. Fink was employed as the Chief Financial Officer of Vomela
Specialty Company, St. Paul, Minnesota, from 1989 to 1994 and Com-Tal Machine
and Engineering, Vadnais Heights, Minnesota, from 1984 to 1989. Mr. Fink was
employed by McGladrey & Pullen, Certified Public Accountants, as an auditor from
1980 to 1984. Mr. Fink holds a Bachelor of Science degree in Accounting from the
University of Minnesota, a Masters of Business Administration degree in
Financial Management from the University of St. Thomas, and is also a Certified
Public Accountant.
KATHLEEN V. STEVENSON has been a director and officer of the Company since
November 1991 and is a part-time employee of the Company responsible for human
resource matters. Ms. Stevenson has owned and operated a tableware and linen
mail order company in Wayzata, Minnesota since 1984. Previously she has been
employed in various financial management and staff positions with Norwest Bank,
Minneapolis, Minnesota, Michigan Bank, Detroit, Michigan, and City National
Bank, Detroit, Michigan. Ms. Stevenson holds a Bachelor of Science degree in
Accounting from Michigan State University.
ROBERT S. CLARKE has been a director of the Company since March 1993. Since
1981 Mr. Clarke has been the President of Alpen, Inc., Boulder, Colorado, a
leading manufacturer of architectural insulating glass. Since 1991 Mr. Clarke
has also been President, Chairman and a director of Vac-Tec Systems, Inc., a
public company involved in the manufacture of high performance windows utilizing
suspended vacuum coated films.
STEVEN KING has been a director of the Company since May 1993. Since 1986
Mr. King has been Chairman and CEO of Landscape Structures, Inc., of Delano,
Minnesota, a company which creates and manufactures innovative play structures
promoting early childhood development. Mr. King is also a registered architect.
KEY PERSONNEL
DR. ALEX ERSHOV has been employed by the Company as Chief Process Scientist
since May 1995. Dr. Ershov is a research and development scientist with a
background in the development of innovative thin film deposition processes. He
is primarily responsible for the development of the Company's high rate
microwave atomic oxygen deposition process. Dr. Ershov holds a Ph.D. in Physics
from the General Physics Institute of Moscow.
JAMES GRIESER has been employed by the Company as Manager of Thin Film
Process Engineering since December 1995. Mr. Grieser has 15 years of process
research and development experience in vacuum deposited thin film coatings. He
has developed several unique thin film materials for use in aerospace and
military applications. He holds a B.S. degree in Physics from Elmhurst College.
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ITEM 6. EXECUTIVE COMPENSATION.
Incorporated by reference to material captioned "Management-Executive
Compensation" in the Prospectus constituting a part of Amendment No. 3 to the
Registrant's Registration Statement.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Incorporated by reference to material captioned "Certain Transactions" in
the Prospectus constituting a part of Amendment No. 3 to the Registrant's
Registration Statement.
ITEM 8. LEGAL PROCEEDINGS.
None.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.
Incorporated by reference to material captioned "Risk Factors",
"Description of Capital Stock", and "Shares Eligible for Future Sale" in the
Prospectus constituting a part of Amendment No. 3 to the Registrant's
Registration Statement.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
Incorporated by reference to material captioned "Recent Sales of
Unregistered Securities" in Part II to Amendment No. 3 to the Registrant's
Registration Statement.
ITEM 11. DESCRIPTION OF SECURITIES.
Incorporated by reference to material captioned "Description of Capital
Stock" in the Prospectus constituting a part of Amendment No. 3 to the
Registrant's Registration Statement.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Incorporated by reference to material captioned "Management-Indemnification
and Waiver of Director Liability" in the Prospectus constituting a part of
Amendment No. 3 to the Registrant's Registration Statement and to material
captioned "Indemnification of Directors and Officers" in Part II of Amendment
No. 3 to the Registrant's Registration Statement.
ITEM 13. FINANCIAL STATEMENTS.
Incorporated by reference to material captioned "Financial Statements" in
the Prospectus constituting a part of Amendment No. 3 to the Registrant's
Registration Statement.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
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ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
(a) LIST OF FINANCIAL STATEMENTS.
Incorporated by reference to material captioned "Index to Financial
Statements" in the Prospectus constituting a part of Amendment No. 3 to the
Registrant's Registration Statement.
(b) EXHIBITS.
The following exhibits are incorporated by reference to the exhibits
furnished with the Registrant's Registration Statement on Form SB-2 originally
filed with the Commission on March 22, 1996 (Registration No. 333-02700C):
EXHIBIT
NO. DESCRIPTION
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1.1 Underwriting Agreement, including Representative's Warrant.
1.2 Agreement Among Underwriters.
1.3 Selected Dealers Agreement.
3.1 Second Amended and Restated Articles of Incorporation of Photran
Corporation, effective March 2, 1996.
3.2 Amended and Restated By-Laws of Photran Corporation, effective
December 23, 1992, as amended through February 3, 1996.
4.1 Second Amended and Restated Articles of Incorporation and Amended and
Restated By-Laws of Photran Corporation as amended. (See Exhibits 3.1
and 3.2 above.)
4.2 Specimen of Common Stock Certificate.
4.3 Warrant for Purchase of Shares of Common Stock, dated November 18, 1992,
for the purchase of 1,700 shares, issued to Christopher T. Vanyo. An
identical Warrant For Purchase of Shares of Common Stock was granted to
one other individual for the purchase of 1,600 shares.
4.4 Common Stock Purchase Warrant, dated January 5, 1993, for the purchase
of 29,500 shares, issued to R. J. Steichen & Company. Identical Common
Stock Purchase Warrants in the amounts of 149,964 shares, 35,000 shares
and 105,254 shares were granted to R. J. Steichen & Company on
February 19, 1993, February 19, 1993, and March 17, 1993,
respectively.
4.5 Form of Warrant for Purchase of Shares of Common Stock. Identical
Warrants for Purchase of Shares of Common Stock in the amounts of 20,000
shares and 60,000 shares were granted to a total of eleven individuals
on August 8, 1993 and September 23, 1993, respectively.
4.6 Common Stock Purchase Warrant, dated September 23, 1993, for the
purchase of 48,500 shares, issued to R. J. Steichen & Company. An
identical Common Stock Purchase Warrant in the amount of 11,500
shares was granted to R. J. Steichen & Company on September 24, 1993.
4.7 Form of Promissory Note. Identical Notes totaling $600,000 in principal
amount were executed by Photran Corporation in favor of ten individuals
on September 23, 1993.
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EXHIBIT
NO. DESCRIPTION
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4.8 Common Stock Purchase Warrant, dated January 7, 1994, for the purchase
of 140,115 shares, issued to R. J. Steichen & Company. Identical
Common Stock Purchase Warrants in the amounts of 11,730 shares and
36,635 shares were granted to R. J. Steichen & Company on January 31,
1994 and February 18, 1994, respectively.
4.9 Stock Purchase Warrant for 75,000 shares of Common Stock, dated May 1,
1995, granted to Steven King.
4.10 Promissory Note, dated May 1, 1995, executed by Photran Corporation in
favor of Steven King.
4.11 Promissory Note, dated May 26, 1995, executed by Photran Corporation in
favor of Bank of America National Trust and Savings Association, dated
May 26, 1995.
4.12 Form of Warrant for Purchase of Shares of Common Stock. Identical
Warrants for Purchase of Shares of Common Stock were granted to a total
of 28 individuals on October 15, 1995 to purchase a total of 400,000
shares.
4.13 Form of Secured Promissory Note. Identical Notes were executed by
Photran Corporation in favor of 28 individuals on October 15, 1995 for a
total principal amount of $4,000,000.
4.14 Agent's Warrant to Purchase 40,000 shares of Common Stock, dated
October 31, 1995, granted to John G. Kinnard and Company, Incorporated.
5.1 Opinion of Henson & Efron, P.A.
10.1 Contract Agreement for the Joint Venture of Shenzhen Fortune Conductive
Glass Company, Ltd., between Photran Corporation and Shenzhen Wabo
(Group) Company, Limited.
10.2 License Agreement between Photran Corporation and Applied Elastromerics
dated May 30, 1991, as amended.
10.3 Office Warehouse Lease between Owobopte Rehabilitation Industries, Inc.
and Photran Corporation dated July 1991.
10.4 Photran Corporation 1992 Stock Option Plan.
10.5 Form of Incentive Option Agreement. Identical Incentive Option
Agreements were entered into with 66 employees for purchase of a total
of 76,250 shares.
10.6 Employment Agreement between David E. Stevenson and Photran Corporation
dated January 1, 1993.
10.7 Form of Bridge Loan Agreement. Identical Loan agreements were entered
into between Photran Corporation and ten individuals on September 23,
1993 for a total principal amount of $600,000.
10.8 Working Capital Guarantee Program Borrower Agreement between Photran
Corporation and Bank of America National Trust and Savings Association,
dated September 1, 1994.
10.9 Loan Agreement, dated May 1, 1995, between Photran Corporation and
Steven King.
10.10 Eximbank-Guaranteed Line of Credit Agreement between Photran Corporation
and Bank of America National Trust and Savings Association dated May 26,
1995, as amended.
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EXHIBIT
NO. DESCRIPTION
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10.11 Guaranty of indebtedness dated May 26, 1995, executed by David E.
Stevenson in favor of Bank of America National Trust and Savings
Association.
10.12 Irrevocable Letter of Credit issued by China Merchants Bank at the
request of Shenzhen WABO Group Co. Ltd. for the benefit of Photran
Corporation.
10.13 Distribution Agreement between Photran Corporation and Yorkwell Company
Limited dated September 6, 1994.
10.14 Form of Subscription and Loan Agreement. Identical Subscriptions and
Loan agreements were entered into with 28 individuals on October 25 or
31, 1995 for a total principal amount of $4,000,000.
10.15 Office Warehouse Lease between Sparta Foods, Inc. and Photran
Corporation dated December 21, 1995.
10.16 Amended and Restated Bridge Loan Agreement between Steven King and
Photran Corporation dated March 15, 1996.
11.1 Statement re Computation of Per Share Earnings.
23.1 Consent of Henson & Efron, P.A. (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
25.1 Powers of Attorney.
(c) ADDITIONAL EXHIBITS FILED PURSUANT TO RULE 240.12b-23(a)(3).
EXHIBIT
NO. DESCRIPTION
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C-1 Amendment No. 3 to Registrant's Registration Statement on Form SB-2
filed May 29, 1996 (Registration No. 333-02700C), without exhibits.
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
PHOTRAN CORPORATION
Dated: May 28, 1996 By: /s/ David E. Stevenson
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David E. Stevenson
Its President
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INDEX TO ADDITIONAL EXHIBITS
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
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C-1 Amendment No. 3 to Registrant's Registration Statement
on Form SB-2 filed May 29, 1996 (Registration No.
333-02700C). . . . . . . . . . . . . . . . . . . . . . . 10
