<PAGE> 1
As filed with the Securities and Exchange Commission on October 7, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
TSX CORPORATION
(Exact name of registrant as specified in charter)
NEVADA 74-2678034
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
4849 N. MESA, SUITE 200
EL PASO, TEXAS 79912
(915) 533-4600
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
HAROLD C. TAMBURRO
CHIEF FINANCIAL OFFICER
4849 N. MESA, SUITE 200
EL PASO, TEXAS 79912
(915) 533-4600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
as soon as practicable after this Registration Statement becomes effective.
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, other than securities offered only in connection with dividend or
interest 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 Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, PAR VALUE $.01 PER SHARE . . . . . 300,000 SHS.(2) $16.25 $4,875,000.00 $1,477.27
====================================================================================================================================
</TABLE>
(1) ESTIMATED SOLELY FOR THE PURPOSE OF COMPUTING THE REGISTRATION FEE IN
ACCORDANCE WITH RULE 457(C).
(2) THIS REGISTRATION STATEMENT ALSO INCLUDES AN INDETERMINATE NUMBER OF SHARES
OF COMMON STOCK WHICH MAY BE ISSUED ON ACCOUNT OF CERTAIN ANTIDILUTION
PROVISIONS APPLICABLE TO THESE SHARES.
-------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 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.
<PAGE> 2
***************************************************************************
* *
* INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. *
* A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED *
* WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY *
* NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE *
* REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT *
* CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY *
* NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH *
* SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO *
* REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH *
* STATE. *
* *
***************************************************************************
<PAGE> 3
SUBJECT TO COMPLETION, DATED October 4, 1996
Prospectus
TSX CORPORATION
300,000 SHARES OF COMMON STOCK
This Prospectus relates to 300,000 shares ("Shares") of Common Stock,
$.01 par value per share ("Common Stock"), of TSX Corporation, a Nevada
corporation ("TSX" or "Company"), offered by William H. Lambert, Chairman of
the Board, President and Chief Executive Officer of the Company. Mr. Lambert
is referred to in this Prospectus as "Selling Stockholder". The Shares offered
by Mr. Lambert hereunder are issuable to Mr. Lambert upon the exercise of
certain options granted by the Company to Mr. Lambert to purchase Common Stock
of the Company.
The Selling Stockholder may from time to time sell all or a portion of
the Shares offered hereunder in the over- the-counter market, on any national
securities exchange in which the Common Stock of the Company is then listed or
traded, on the NASDAQ National Market System ("NASDAQ/NMS"), in negotiated
transactions or otherwise, at market prices prevailing at the time of sale, at
prices relating to such prevailing market prices, or at negotiated prices. See
"Plan of Distribution". The Company will not receive any of the proceeds from
the sale of the Shares offered hereunder. See "Use of Proceeds". All expenses
in connection with the registration of the Shares will be borne by the Company,
but all selling and other expenses incurred by the Selling Stockholder will be
borne by the Selling Stockholder.
The Selling Stockholder and any broker-dealer participating in the
distribution of the Shares may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), and
any profit on the sale of Shares and any commissions or discounts given to any
such broker-dealer may be regarded as underwriting commissions or discounts
under the Securities Act. Brokers or dealers effecting transactions in the
Shares should confirm the registration thereof or the existence of an exemption
from registration under the securities laws of the states in which such
transactions occur.
All share and per share amounts in respect to the Common Stock of the
Company set forth in this Prospectus have been adjusted to reflect the effect
of a three-for-two stock split effected on July 18, 1996 in the form of a stock
dividend of one share of authorized and unissued Common Stock of the Company
for each two shares of Common Stock issued and outstanding on the record date
of June 28, 1996.
The Common Stock of the Company is traded on the NASDAQ/NMS under the
symbol "TSXX". On October 4, 1996, the closing sale price of the Common
Stock was $16.50 per share.
SEE "INVESTMENT CONSIDERATIONS" FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES OFFERED HEREBY.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is October 4, 1996
<PAGE> 4
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS.
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
STOCKHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE SHARES IN ANY JURISDICTION WHERE,
OR TO ANY PERSON TO WHO, IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS
OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549; Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60601; and Seven World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material may be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. The Commission also
maintains a Web site (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. In addition, materials and other
information concerning the Company may be inspected at the offices of the
NASDAQ/NMS Reports Section, 1735 K Street, N.W., Washington, D.C. 20006.
This Prospectus constitutes part of a registration statement on Form S-3
(together with all amendments and exhibits, the "Registration Statement") filed
by the Company with the Commission under the Securities Act. This Prospectus
does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. Reference is hereby made to the Registration
Statement for further information regarding the Company and the Shares offered
hereby.
INCORPORATION BY REFERENCE
There are incorporated herein by reference the following documents
heretofore filed by the Company with the Commission:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended April 30, 1996 (the "Fiscal 1996 10-K");
(b) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended July 27, 1996;
(c) The Company's Current Report on Form 8-K dated June
14, 1996;
(d) The description of the Company's Common Stock, $.01
par value per share, which is contained in the Company's
registration statement on Form 8-A filed under the Exchange Act,
including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the
offering made hereby shall be deemed to be incorporated by reference herein and
to be part hereof from the date of the filing of such documents.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
2
<PAGE> 5
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 Prospectus.
The Company will provide without charge to each person, including
any beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any or all documents
incorporated herein by reference, other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into the information
that this Prospectus incorporates. Requests should be addressed to TSX
Corporation, 4849 N. Mesa, Suite 200, El Paso, Texas 79912, telephone number
(915) 533-4600, Attention: Victor Gherson.
-------------------
3
<PAGE> 6
SUMMARY
The following is a brief summary of certain information contained in
this Prospectus or included in the documents incorporated in this Prospectus by
reference. This Summary does not purport to be complete and is qualified in
its entirety by reference to the full text of this Prospectus and the
information included in such documents.
THE COMPANY
The Company, through its wholly-owned subsidiary, Texscan
Corporation, designs and manufactures high technology distribution electronics,
character generators and advertising insertion equipment for worldwide cable
television ("CATV") markets. The address of the Company's principal executive
offices is 4849 N. Mesa, Suite 200, El Paso, Texas 79912 and its telephone
number is (915) 533-4600.
THE OFFERING
Securities offered by the Company . . . . . . . . . .None
Common Stock offered by the Selling Stockholder 300,000 Shares
Common Stock outstanding
at October 4, 1996 . . . . . . . . . . . . . . . . .15,423,666 Shares
NASDAQ/NMS Trading Symbol . . . . . . . . . . . . . .TSXX
Use of Proceeds . . . . . . . . . . . . . . . . . . .The net proceeds from the
sale of the Shares offered
hereby by the Selling
Stockholder will be
received directly by the
Selling Stockholder. No
such proceeds will be
received by the Company.
4
<PAGE> 7
INVESTMENT CONSIDERATIONS
In addition to other information included elsewhere in this
Prospectus and in the documents incorporated by reference in this Prospectus,
prospective investors should give careful consideration to the following
information in evaluating the Company, its business, securities and prospects.
AFFILIATION WITH TELE-COMMUNICATIONS, INC.
Investment Agreement. Tele-Communications, Inc. ("TCI")(1)
beneficially owns 7,022,248 shares of Common Stock of the Company. Of the
7,022,248 shares beneficially owned, 6,327,000 shares are currently owned of
record, 595,248 shares may be acquired upon exercise of stock options granted
by the Company, and 100,000 shares relate to stock options to be granted by
the Company which the Company and TCI are in the process of negotiating. The
shares owned of record were purchased on March 14, 1994, pursuant to an
Investment Agreement (the "Investment Agreement") dated that date between the
Company and TCI. The stock options covering the above 695,248 shares that have
been or may be granted are pursuant to the terms of the Investment Agreement,
under which the Company granted to TCI certain preemptive rights to purchase
shares or derivative securities issued by the Company. At October 4, 1996,
the aggregate beneficial ownership by TCI of Common Stock of the Company
represented 43.6% of Common Stock of the Company outstanding as of that date.
The Investment Agreement grants TCI the right to appoint two (2)
members of the Company's five (5) member Board of Directors, provided that if
and so long as TCI should hold less than 25% of the Company's outstanding
Common Stock, TCI has the right to appoint only one director. Two
representatives of TCI presently serve on the Board of Directors of the
Company. In addition, the Investment Agreement provides that the Company must
obtain super-majority (4 of 5) approval of the Board of Directors to: (a)
incur additional liabilities (except for trade payables in the ordinary course
of business), including debt for borrowed money, in excess of $5 million per
year; (b) issue any capital stock or the right to acquire capital stock of the
Company except with respect to certain existing warrants and options; (c)
remove the chief executive officer of the Company or make a change in the
number of directors of the Company; (d) declare or pay any dividend or
distribution on its capital stock other than a dividend solely in the form of
shares of its capital stock; (e) sell a material portion of the assets of the
Company or any Company subsidiary or merge the Company or any Company
subsidiary with another entity; (f) engage in transactions between the Company
(or any Company subsidiary) and officers or directors of the Company which
exceed $1 million; (g) acquire or enter into any kind of business other than
the kind of business currently carried on by the Company and its subsidiaries;
(h) make any repurchase or redemption of any shares of its capital stock; (i)
amend the Company's Articles of Incorporation or Bylaws; or (j) make capital
expenditures in excess of $2 million per transaction or series of related
transactions.
The Investment Agreement provides for certain preemptive rights to
TCI to maintain its percentage equity interest in the Company by purchasing
additional shares of Common Stock and convertible securities, rights and
options as and when the Company issues additional shares of Common Stock and
securities convertible into or exchangeable or exercisable for additional
shares of Common Stock or rights or options to subscribe for or to purchase
additional shares of Common Stock, except with respect to additional shares of
Common Stock issued by the Company (i) as a stock dividend, (ii) upon
subdivision or combination of shares of Common Stock and (iii) pursuant to (A)
rights, warrants and options in existence on the date of the Investment
Agreement, or (B) qualified employee incentive stock options from time to time
granted by the Company. The purchase price to be paid by TCI upon exercise of
its preemptive rights is to be equal to the consideration paid by the third
party purchasers or the fair market value thereof in the case of property as
consideration.
The Investment Agreement requires the Company to amend, at TCI's
request, the Company's Articles of Incorporation and Bylaws to the extent that
they are inconsistent or silent with respect to the provisions of the
Investment Agreement regarding nomination, election and meetings of directors,
supermajority board approval and preemptive rights, and the Company expects
that such provisions may require, if requested by TCI, minor conforming
- ---------------------------
1References to TCI in this Prospectus include its subsidiaries and affiliates,
unless the context indicates otherwise.
5
<PAGE> 8
amendments to the Articles of Incorporation and Bylaws. Any amendments to the
Articles of Incorporation would require approval of the Company's stockholders.
As part of the transactions between the parties, the Company granted
TCI and its permitted transferees certain rights entitling TCI and its
permitted transferees to require the Company to register the shares purchased
by TCI under the Investment Agreement and any and all shares or other
securities issued by the Company in exchange for or in respect of such shares.
The Company is obligated to pay all costs and expenses in connection with
registration of such shares, including counsel fees, but excluding brokerage
commissions and underwriting discounts. Each of the Company and TCI indemnify
the other, upon customary terms and conditions, in respect of any registration
of such shares.
The Investment Agreement and the obligations of the parties
thereunder terminate upon the earlier to occur of (i) written consent of the
Company and TCI, (ii) the 20th anniversary date of the agreement or (iii) at
such time as TCI ceases to hold at least 20% of the outstanding shares of
Company Common Stock.
TCI is the largest single shareholder and the largest single
customer of the Company (see "Master Purchase Agreement" below). By virtue of
its share ownership position and rights under the Investment Agreement,
including the right to appoint two members of the five member Board of
Directors of the Company, TCI may, under the rules of the Securities and
Exchange Commission, be deemed to be a controlling person of the Company.
Master Purchase Agreement. On June 21, 1993, prior to the parties'
entry into the Investment Agreement, the Company and TCI negotiated at arm's
length and entered into a Master Purchase Agreement for a term commencing as of
January 18, 1993 and expiring December 31, 1996, subject to earlier termination
under certain circumstances (the "TCI Purchase Agreement"). The TCI Purchase
Agreement establishes prices at which TCI is to purchase a minimum of twenty
percent of TCI's total of CATV distribution equipment purchased by TCI during
the term of the TCI Purchase Agreement; no penalties accrue to TCI should TCI
not purchase the percentage of equipment agreed to. TCI is not obligated to
purchase any products, and the Company's obligation to sell to TCI is
conditioned upon TCI's purchasing at least 20% of the total amount of certain
specified CATV distribution equipment purchased by TCI each year during the
four year term. The Company has agreed under certain circumstances not to sell
its products or services covered by the TCI Purchase Agreement for a price less
than that available to TCI, except for the limited purpose of conducting
special or promotional sales, in which case the Company is required to offer
contemporaneously to TCI the same pricing, volume and terms of any such special
or promotional sale. The Company is uncertain of the significance of the TCI
Purchase Agreement on TCI's decision to purchase the Company's products and the
Company does not know if TCI has purchased the 20% of equipment agreed to under
the TCI Purchase Agreement. The Company believes the expiration of the TCI
Purchase Agreement in December 1996 will not have a material effect upon the
Company's relationship with TCI. The previous sentence is a forward looking
statement. See "Company Operations" in Item 1, Business, of the Fiscal 1996
10-K for cautionary statements identifying important factors that could affect
actual results.
TCI has been the largest customer of the Company's CATV distribution
segment. During fiscal 1996, 1995 and 1994, purchases from the Company by TCI
amounted to approximately 44%, 36%, and 32% of the Company's consolidated net
sales from continuing operations, respectively. Sales under the TCI Purchase
Agreement to TCI have exceeded $60 million term to date.
COMPETITION
The industries in which the Company operates are highly competitive.
Competition is based upon price, reliability, product offering, system
architecture, and delivery time. The Company believes that most of its
competitors are larger, more diversified, and have greater financial resources
than the Company. Nevertheless, the Company believes that its technologically
advanced CATV distribution products, as well as its commitment to quality and
customer service, permit it effectively to compete in the sale of the equipment
needed to construct, operate and maintain a CATV system. The Company's ability
to continue to compete successfully will depend upon, among other factors, the
Company's continuing to be able to offer reliable products at competitive
prices and under a competitive time frame for delivery and upon the Company's
ability to finance, through internal and external means of financing, the
necessary growth and expansion of the Company's facilities and operations.
6
<PAGE> 9
GOVERNMENT REGULATION
The Company is not subject to any substantial, direct governmental
regulation. However, many of the Company's significant customers are cable
television system operators who are subject to substantial regulation by
various federal, state and local governmental authorities. The regulation of
CATV systems at the federal, state and local levels is the subject to political
process and has been in flux over the past decade. While factors such as the
current requirements of the regulations of the Federal Communications
Commission, the current Federal requirements as set through legislation and the
current actions of state, county, and municipal governments in the franchising
of cable televisions systems may have the effect of increasing the Company's
customers' cost of doing business and/or restricting rates which the Company's
customers may charge for basic services, the Company believes that the overall
impact of these factors in light of the United States Telecommunications Act of
1996 may be positive. However, there can be no assurance of the impact of such
factors on the Company and its markets. The previous sentences are forward
looking statements. See "Company Operations" and "Market Conditions" in Item
1, Business, of the Fiscal 1996 10-K for cautionary statements identifying
important factors that could affect actual results.
FOREIGN OPERATIONS
During fiscal 1996, 1995 and 1994, approximately 31%, 50% and 23%,
respectively, of the Company's net sales from continuing operations were made
to customers outside the United States, principally in Europe through the
Company's European subsidiaries, the Pacific Rim, and South America. Several
major U.S. CATV operators are now expanding their businesses internationally,
either on their own, or through direct equity investment in foreign companies.
Much of Europe, South America, the Middle East and Far East is not cabled and
the Company believes this factor represents growth opportunities for the
Company's customers, the cable system operators. The previous sentence is a
forward looking statement. See "Company Operations" and "Foreign Market" in
Item 1, Business, of the Fiscal 1996 10-K for cautionary statements identifying
important factors that could affect actual results. The CATV market in Europe,
the Middle East, the Far East, South America and Mexico represented
approximately 35% of the Company's CATV distribution segment net sales in
fiscal 1996. Prior to fiscal 1996, the Company experienced significant growth
in international business. In contrast, fiscal 1996 net sales from
international business declined on reduced demand for the Company's products in
the South Korean and United Kingdom markets. Because the Company believes that
international markets contain significant opportunities which may enhance net
sales growth, the Company continues to be actively engaged in marketing its
products worldwide. The previous sentence is a forward looking statement. See
"Company Operations" and "Foreign Market" in Item 1, Business, of the Fiscal
1996 10-K for cautionary statements identifying important factors that could
affect actual results.
Net identifiable assets outside the United States at April 30, 1996,
1995 and 1994 were as follows: Mexico $14.1 million, $15.3 million and $8.7
million, respectively; and Europe $5.2 million, $6.2 million and $3.3 million,
respectively.
The Company has determined the U.S. dollar to be the functional
currency for its European and Mexican subsidiaries. The Company does not
employ currency hedging techniques to manage its exposure to gains and losses
from currency exchange rate fluctuations. The Company anticipates that it will
remain susceptible to gains and losses on currency exchange rate fluctuations
for the foreseeable future. The amount of such gains and losses may be
material when viewed in light of the Company's operating earnings. The
previous sentences are forward looking statements. See "Company Operations" in
Item 1, Business, and "Foreign Currency Exchange Risks" in Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations, of
the Fiscal 1996 10-K for cautionary statements identifying important factors
that could affect actual results.
The Company's primary manufacturing facility is located in Cd.
Juarez, Mexico. The Company believes that the current political environment in
Mexico is stable and that its relations with its employees, both U.S. and
Mexican, are satisfactory. However, there can be no assurance that such
conditions will continue to prevail. The previous sentence is a forward
looking statement. See "Company Operations" in Item 1, Business, of the Fiscal
1996 10-K for cautionary statements identifying important factors that could
affect actual results.
7
<PAGE> 10
DEPENDENCE ON KEY PERSONNEL
The operations of the Company depend to a significant extent upon
the efforts of certain of its senior management. TSX has an employment
agreement with Mr. Lambert, which would presently expire in May 1999. TSX also
has employment agreements with Harold C. Tamburro, the Company's Vice
President-Finance, Chief Financial Officer and Secretary, and George L.
Fletcher, the Company's Senior Vice President-Marketing. The term of each such
employment agreements is automatically extended for a two year period each day
during the term unless terminated by either party by a two-year written notice
of termination given at least 120 days prior to any May 1 during the term. The
loss of one or more of these persons could have a material adverse effect on
the Company's operations.
VOTING STOCK CONTROLLED BY TCI
For information regarding TCI's beneficial ownership of the
Company's Common Stock, see "Affiliation with Tele-Communications, Inc. -
Investment Agreement". This ownership position in the Company's Common Stock
enables TCI effectively to control most matters submitted to a vote of the
Company's stockholders.
LACK OF DIVIDENDS
The Company has not paid any cash dividends on its Common Stock
since emerging from bankruptcy in 1987. It is the present policy of TSX's
Board of Directors to retain any future earnings of TSX to finance growth and
development of TSX's business and/or to retire debt as incurred. Any future
dividend payments will be made at the discretion of the Board of Directors and
will depend upon the Company's financial condition, capital requirements,
earnings, liquidity and other factors. Additionally, pursuant to the terms of
the Investment Agreement, the payment of cash dividends requires the approval
of a supermajority (4 of 5) of the Board of Directors. See "Affiliation with
Tele-Communications, Inc." above. The payment of dividends is also subject to
the Company's bank Revolving Credit Agreement, which prohibits the payment of
dividends without the prior consent of the bank. See "Liquidity and Capital
Resources - Bank Revolving Credit Agreement" in Item 7, Management's Discussion
and Analysis of Financial Condition and Results of Operations, of the Fiscal
1996 10-K for additional information on the Revolving Credit Agreement.
8
<PAGE> 11
USE OF PROCEEDS
All of the Shares offered hereby are offered by the Selling
Stockholder. The Company will receive none of the proceeds from any sale of
such Shares.
SELLING STOCKHOLDER
The Shares offered hereunder by Mr. Lambert are issuable upon the
exercise of options (the "Options") granted to Mr. Lambert pursuant to a Stock
Option Agreement dated March 14, 1994 (the"Stock Option Agreement"). Mr.
Lambert also owns directly 3,000 shares of Common Stock of the Company and
beneficially owns an additional 300,000 shares of Common Stock of the Company
which are issuable to Mr. Lambert upon his exercise of additional options
granted to him under the Stock Option Agreement. The Stock Option Agreement
provides for a change in the number of Shares issuable upon exercise of the
Options to prevent dilution resulting from stock splits, stock dividends and
similar transactions. The registration statement of which this Prospectus is a
part and this Prospectus shall be deemed to cover any additional shares which
may become issuable or be issued with respect to the Shares in connection with
such anti- dilution provisions.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Stockholder,
or by pledgees, donees, transferees or other successors in interest. Such
sales may be made on one or more securities exchanges, or NASDAQ/NMS, or in the
over-the-counter market or otherwise at prices and at terms then prevailing or
at prices related to the then current market price, or in negotiated
transactions. The Shares may be sold by one or more of the following: (a) a
block trade in which the broker or dealer so engaged will attempt to sell the
Shares as agent but may position and resell a portion of the block as principal
to facilitate the transactions; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account pursuant to this
prospectus; (c) an exchange distribution in accordance with the rules of such
exchange; and (d) ordinary brokerage transactions and transactions in which the
broker solicits purchasers. In effecting sales, brokers or dealers engaged by
the Selling Stockholder may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from the
Selling Stockholder in amounts to be negotiated immediately prior to the sale.
The Selling Stockholder, such brokers or dealers and any other participating
brokers or dealers may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales. Any profit on the sale of the
Shares by such brokers or dealers and any discounts, commissions or concessions
received by any such brokers or dealers may be deemed to be underwriting
discounts and commissions under the Securities Act. In addition, any
securities covered by this prospectus which qualify for sale pursuant to Rule
144 may be sold under Rule 144 rather than pursuant to this prospectus. Upon
the company being notified by the Selling Stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of the
Shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplemented
prospectus will be filed, if required, pursuant to Rule 424(c) under the Act,
disclosing (i) the name of the Selling Stockholder and of the participating
broker-dealer(s), (ii) the number of Shares involved, (iii) the price at which
such Shares were sold, (iv) the commissions paid or discounts or concessions
allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information
set out or incorporated by reference in this prospectus and (vi) other facts
material to the transaction. The Selling Stockholder may indemnify any broker
or dealer that participates in transactions involving the sale of Shares
against certain liabilities under the Securities Act.
In the Employment Agreement between the Company and the Selling
Stockholder, dated May 1, 1995, the Company and the Selling Stockholder each
have agreed to indemnify the other in connection with the registration of the
Shares with respect to certain civil liabilities, including certain liabilities
under the Securities Act of 1933.
The Company will pay all expenses incident to the registration of
the Shares offered hereby. The Company will not pay any expenses incident to
the offering and sale of Shares by the Selling Stockholder to the public,
including, but not limited to selling and other expenses and commissions and
discounts of underwriters, dealers or agents.
9
<PAGE> 12
LEGAL MATTERS
The legality of the Shares offered hereby are being passed upon for
the Company by Kummer Kaempfer Bonner & Renshaw, Las Vegas, Nevada.
EXPERTS
The consolidated balance sheets as of April 30, 1996 and 1995 and
consolidated statements of operations, stockholders equity, and cash flows, and
schedule for each of the years in the three-year period ended April 30, 1996 of
TSX Corporation have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
10
<PAGE> 13
TSX CORPORATION
----------------------------------------
PROSPECTUS
----------------------------------------
300,000 SHARES COMMON STOCK
----------------------------------------
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses of the Company of issuance and distribution of the
securities (other than underwriting discounts and commissions) are:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee . . . . . . . . . . . . . . . . . . . . . . .$ 1,477.00
----------
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ 5,100.00*
----------
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$37,500.00*
----------
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ 5,922.00*
----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$49,999.00*
----------
</TABLE>
- -----------
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Nevada General Corporation Law
Subsection (1) of Section 78.751 of the Nevada Revised
Statutes empowers a corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by
or in the right of the corporation) by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
Subsection (2) of Section 78.751 empowers a corporation to
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, or suit
by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including amounts paid
in settlement as attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action
or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect
of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the
extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such
expenses which the court shall deem proper.
Section 78.751 further provides that to the extent a director
or officer of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred
to in subsections (1) and (2) of Section 78.751, or in defense of
any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification
provided for by Section 78.751 shall not be deemed exclusive
II-1
<PAGE> 15
of any other rights to which the indemnified party may be entitled;
that indemnification provided for by Section 78.751 shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of such person's heirs, executors and
administrators; and empowers the corporation to purchase and
maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him and incurred
by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him
against such liabilities.
Section 78.751 further provides that the indemnification
discussed above shall only be made where a determination is made
that such indemnification is proper in the circumstances because
such person has met the applicable standard of conduct discussed
above. Such determination is to be made: (a) by the stockholders;
(b) by a majority vote of the Board of Directors consisting of a
quorum of disinterested Directors; (c) if such quorum of
disinterested Directors so order; or (d) if such a quorum of
disinterested Directors cannot be obtained, by independent legal
counsel in a written opinion. Expenses incurred in defending a
civil or criminal action, suit or proceeding may be paid by the
company in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors upon receipt of
an undertaking by or on behalf of the Director, officer, employee or
agent to repay such amount unless it shall be ultimately determined
he is not entitled to indemnification by the company.
Section 78.037 of the Nevada Revised Statutes provides that
the articles of incorporation may contain a provision eliminating or
limiting the personal liability of a director or officer to the
corporation or its stockholders for damages for breach of fiduciary
duty as a director or officer provided that such provision shall not
eliminate or limit the liability of a director or officer (i) for
acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law, or (ii) for the unlawful payment of
distributions.
Articles of Incorporation
Article TENTH of the Company's Articles of Incorporation
provides for indemnification of officers and directors of the
Company as follows:
To the fullest extent permitted by the laws of the
State of Nevada, as the same exist or may hereafter be
amended, directors and officers of the Corporation shall not
be personally liable to the Corporation or its stockholders
for damages for breach of fiduciary duty as directors or
officers, as the case may be, except for liability for (i)
acts or omissions which involve intentional misconduct, fraud
or a knowing violation of law or (ii) the payment of
distributions in violation of Section 78.300 of the Nevada
General Corporation Law. If the Nevada General Corporation
Law is amended to authorize corporate action further
eliminating or limiting the personal liability of directors
and officers, then the liability of a director or officer of
the Corporation shall be eliminated or limited to the fullest
extent permitted by the Nevada General Corporation Law, as so
amended. The Corporation shall be required, to the fullest
extent a corporation is empowered by Sections 78.751 and
78.752 of the General Corporation Law of the State of Nevada,
as the same may be amended and supplemented from time to
time, to indemnify any and all directors and officers of this
Corporation, and the indemnification provided for herein
shall not be deemed exclusive of any other rights to which
those hereby indemnified may be entitled under any By-law,
agreement, vote of stockholders or Disinterested Directors or
otherwise, both as to action in his official capacity and as
to action in another capacity while holding such office.
II-2
<PAGE> 16
Any repeal or modification of this paragraph by the
stockholders of the Corporation shall not adversely affect
any right or protection of a director or officer of the
Corporation existing at the time of such repeal or
modification.
Bylaws
Article VI of the Company's Bylaws provides for
indemnification of directors and officers of the Company, as
follows:
The Corporation shall indemnify any person who was
or is a party, or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation)
by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in
a manner which he reasonably believed to be in or not opposed
to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
The Corporation shall indemnify any person who was
or is a party, or is threatened to be made a party, to any
threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer,
employee or agent for the Corporation, or is or was serving
at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the Corporation, provided that no
indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to
be liable to the Corporation unless and only to the extent
that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity
for such expenses which such court shall deem proper.
To the extent that a director, officer, employee or
agent of the Corporation has been successful on the merits or
otherwise in
II-3
<PAGE> 17
defense of any action, suit or proceeding referred to in
Sections 1 and 2 of this Article VI, or in defense of any
claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
Any indemnification under Sections 1 and 2 of this
Article VI (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in such
Sections 1 and 2. Such determination shall be made (a) by the
Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or
proceeding, or (b) if such a quorum is not obtainable, or,
even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or
(c) by the stockholders.
Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount
if it shall be ultimately determined that he is not entitled
to be indemnified by the Corporation as authorized in this
Article VI.
The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of
this Article VI shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement
of expenses may be entitled under any law, bylaw, agreement,
vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action
in another capacity while holding such office.
The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of
this Article VI.
For the purposes of this Article VI, references to
"the Corporation" include all constituent corporations
absorbed in a consolidation or merger as well as the resulting
or surviving corporation so that any person who is or was a
director, officer, employee or agent of such a constituent
corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position
under the provisions of this Article VI with respect to the
resulting or
II-4
<PAGE> 18
surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.
The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article VI shall
continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.
Any repeal, amendment or restatement of these bylaws shall
not adversely affect any right or protection of an officer or
director of the Corporation existing at the time of such
repeal, amendment or restatement.
Insurance
Officers and directors of the Company are covered by
insurance which (with certain exceptions and within certain
limitations) indemnifies them against losses and liabilities arising
from any alleged "wrongful act" including any alleged error or
misstatement or misleading statement, or wrongful act or omission or
neglect or breach of duty.
ITEM 16. EXHIBITS
4.1 Articles of Incorporation of the Registrant (incorporated by
reference to Exhibit 3(A) to the Registrant's Annual Report
on Form 10-K for the fiscal year ended April 30, 1994).
4.2 Bylaws of the Registrant (incorporated by reference to
Exhibit 3(B) to the Registrant's Annual Report on Form 10-K
for the fiscal year ended April 30, 1994).
5 Opinion of Kummer Kaempfer Bonner & Renshaw.
23.1 Consent of Kummer Kaempfer Bonner & Renshaw (set forth in
Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (set forth on Page II-7 of this
Registration Statement).
24.2 Certified copy of Resolutions of Board of Directors
authorizing Power of Attorney.
99.1 Employment Agreement between the Company and William H.
Lambert dated May 1, 1995 (incorporated herein by reference
to Exhibit 10(A)(1)1 to the Registrant's Annual Report on
Form 10-K dated April 30, 1995).
99.2 Stock Option Agreement between the Company and William H.
Lambert dated March 14, 1994 (incorporated herein by
reference to Exhibit 10(A)(1)3 to the Registrant's Annual
Report on Form 10-K dated April 30, 1994).
ITEM 17. UNDERTAKINGS
The Company undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as
amended (the "1933 Act"); (ii) to reflect in the prospectus any facts or events
arising after the effective date of the 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would
II-5
<PAGE> 19
not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement; provided, however, that clauses
(i) and (ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports filed
with or furnished to the Commission by the Company pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference in this
registration statement.
2. That, for purposes of determining liability under the 1933
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 hereby which remain unsold at
the termination of the offering.
4. That, for purposes of determining any liability under the
1933 Act, each filing of the Company's annual report pursuant to Section 13(a)
or Section 15(d) of the 1934 Act that is incorporated by reference in the
registration statement 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 therefor.
5. For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as a part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be a
part of this registration statement as of the time it was declared effective.
6. For purposes of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
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 in connection with the securities being
registered, the Company 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 1933 Act and will be governed by the final
adjudication of such issue.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of TSX Corporation, a
Nevada corporation, and the undersigned directors and officers of TSX
Corporation, hereby constitutes and appoints William H. Lambert and Harold C.
Tamburro, its or his true and lawful attorneys-in-fact and agents, for it or
him and in its or his name, place and stead, in any and all capacities with
full power to act alone, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file each
such amendment, with all exhibits thereto, and any and all such other documents
in connection therewith, with the Securities and Exchange Commission, hereby
granting unto said attorneys-in- fact and agents, and each of them, full power
and authority to do and perform all acts and things requisite and necessary to
be done in and about the premises as fully to all intents and purposes as it or
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
II-6
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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, thereunto
duly authorized, in the City of El Paso, State of Texas, on October 4, 1996.
TSX CORPORATION
By: \s\ Harold C. Tamburro
-----------------------------------------
Harold C. Tamburro
Vice President-Finance and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
\s\ William H. Lambert October 4, 1996
---------------------------- Chairman of the Board,
William H. Lambert President and Chief Executive
Officer (Principal Executive
Officer)
\s\ Harold C. Tamburro October 4, 1996
---------------------------- Vice President-Finance, Chief
Harold C. Tamburro Financial Officer and Secretary
(Principal Financial and
Accounting Officer)
\s\ Talton R. Embry October 4, 1996
---------------------------- Director
Talton R. Embry
\s\ Lewis Solomon October 4, 1996
---------------------------- Director
Lewis Solomon
\s\ J.C. Sparkman October 4, 1996
---------------------------- Director
J.C. Sparkman
\s\ Larry E. Romrell October 4, 1996
---------------------------- Director
Larry E. Romrell
II-7
<PAGE> 21
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION EXHIBIT FILED HEREWITH
-------------- ----------- ----------------------
<S> <C> <C>
4.1 Articles of Incorporation of the Registrant (incorporated
by reference to Exhibit 3(A) to the Registrant's Annual
Report on Form 10-K for the fiscal year ended April 30,
1994).
4.2 Bylaws of the Registrant (incorporated by reference to
Exhibit 3(B) to the Registrant's Annual Report on Form 10-K
for the fiscal year ended April 30, 1994)
5 Opinion of Kummer Kaempfer Bonner & Renshaw Filed Herewith
23.1 Consent of Kummer Kaempfer Bonner & Renshaw (set forth in Filed Herewith
Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP Filed Herewith
24.1 Power of Attorney (set forth on page II-7 of this
Registration Statement)
24.2 Certified copy of Resolutions of Board of Directors Filed Herewith
authorizing Power of Attorney
99.1 Employment Agreement between the Company and William H.
Lambert dated May 1, 1995 (incorporated herein by reference
to Exhibit 10(A)(1)1 to the Registrant's Annual Report on
Form 10-K dated April 30, 1995).
99.2 Stock Option Agreement between the Company and William H.
Lambert dated March 14, 1994 (incorporated herein by
reference to Exhibit 10(A)(1)3 to the Registrant's Annual
Report on Form 10-K dated April 30, 1994).
</TABLE>
<PAGE> 1
EXHIBIT 5
[KUMMER KAEMPFER BONNER & RENSHAW LETTERHEAD]
September 30, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20001
Re: TSX Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special Nevada counsel to TSX Corporation, a Nevada
corporation (the "Company"), in connection with its Registration Statement on
Form S-3 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
the registration of a secondary offering and sales by William H. Lambert,
Chairman of the Board, President and Chief Executive Officer of the Company, of
up to 300,000 shares of the Company's common stock, $.01 par value per share
(the "Lambert Shares"), underlying certain options granted to Lambert (the
"Lambert Options").
We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity
to the originals of all documents submitted to us as copies.
Based on such examination and subject to the limitations hereinabove
provided, we are of the opinion that the Lambert Shares, when issued and sold
in accordance with the terms of the Lambert Options and upon receipt of the
consideration required thereunder, will be legally issued, fully paid and
nonassessable.
<PAGE> 2
Securities and Exchange Commission
September 30, 1996
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to being named in the prospectus included with the
Registration Statement under the caption "Legal Matters" in the manner therein
set forth.
Very truly yours,
/s/ KUMMER KAEMPFER BONNER & RENSHAW
Kummer Kaempfer Bonner & Renshaw
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
The Board of Directors and Stockholders
TSX Corporation:
We Consent to the incorporation by reference in the accompanying registration
statement on Form S-3 of TSX Corporation of our reoprt dated June 17, 1996,
relating to the consolidated balance sheets of TSX Corporation and subsidiary
as of April 30, 1996 and 1995, and the related consolidated statements of
operations, stockholders' equity, and cash flows, for each of the years in the
three-year period ended April 30, 1996 and the related schedule, which report
appears in the April 30, 1996 Annual Report on Form 10-K of TSX Corporation and
subsidiary and to the reference to our firm under the heading "Experts" in the
prospectus.
KPMG PEAT MARWICK LLP
El Paso, Texas
September 30, 1996
<PAGE> 1
EXHIBIT 24.2
CERTIFICATE OF SECRETARY
October 1, 1996
TSX CORPORATION
THE UNDERSIGNED HEREBY CERTIFIES, on behalf of TSX Corporation, a
Nevada corporation (the "Company"), that provided below is a true and complete
copy of the resolution regarding power of attorney duly adopted by the Board of
Directors of the Company on July 25, 1996. Such resolution has not been
subsequently modified, revoked, repealed or otherwise amended and is in full
force and effect in the form adopted as of the date thereof.
RESOLVED, that William H. Lambert, Chairman, President and
Chief Executive Officer, and Harold C. Tamburro, Vice-President and
Chief Financial Officer, or either one of them, be, and each of them
hereby is duly authorized and empowered to sign any and all amendments
and post-effective amendments to the Registration Statement as duly
authorized attorneys or attorney for the Corporation or any officer of
the Corporation required by the Rules and Regulations of the
Securities and Exchange Commission to sign the Registration Statement
(whether on behalf of the Corporation or as an officer or otherwise)
pursuant to the form of written Power of Attorney set forth in the
Registration Statement, which form of Power of Attorney is hereby
approved.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of
this 1st day of October, 1996.
\s\ Harold C. Tamburro
---------------------------------------
Harold C. Tamburro, Secretary
