<PAGE>
As Filed with the Securities and Exchange Commission on February 25, 2000.
Registration No. 333 -95429
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
AMENDMENT NO. 1 TO
REGISTRATION STATEMENT
ON FORM S-3
UNDER
THE SECURITIES ACT OF 1933
______________
SAF T LOK INCORPORATED
(Exact name of Company as specified in its charter)
Florida 65-0142837
---------------------------- ----------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1101 Northpoint Parkway
West Palm Beach, Florida 33407
(561) 478-5625
(Name, address, including Zip Code, and telephone number,
including area code, of registrant's principal executive offices)
<TABLE>
<S> <C> <C>
Franklin W. Brooks, CEO Copies to: Steven I. Weinberger, Esq.
Saf T Lok Incorporated Atlas Pearlman, P.A.
1101 Northpoint Parkway 350 East Las Olas Blvd., Suite 1700
West Palm Beach, Florida 33407 Fort Lauderdale, Florida 33301
Telephone: (561) 478-5625 Telephone: (954) 766-7834
(Name, address, including Zip Code, and telephone number, Telecopier: (954) 766-7800
including area code, of agent for service)
</TABLE>
Approximate date of commencement of proposed sale to public: From time to
time 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.
[_]
<PAGE>
CALCULATION OF REGISTRATION FEE/(1)/
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<CAPTION>
Proposed Proposed
Title of Each Maximum Maximum
Class of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Security Offering Price Registration Fee
- ------------------- ------------ -------------- -------------- ----------------
<S> <C> <C> <C> <C>
Common Stock issuable
upon conversion of
outstanding Debentures/(2)/ 1,892,850 $ 1.20 $ 2,271,420 $ 631.43
Common Stock issuable
as dividends on outstanding
Debentures/(2)/ 227,150 $ 1.20 $ 272,580 $ 75.78
Common Stock issuable
upon exercise of Option/(3)/ 60,000 $ 1.31 $ 78,600 21.85
Common Stock issued to
Placement Agents/(2)/ 132,500 $ 1.20 $ 159,000 $ 44.20
----------------
Total Registration Fee $ 773.28
================
</TABLE>
/(1)/ Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457.
/(2)/ The registration fee was calculated based upon the average of the
closing bid and asked prices for the Common Stock on January 24,
2000.
/(3)/ The registration fee was calculated based upon the exercise price of
the Option.
Pursuant to Rule 416 under the Securities Act of 1933 as amended,
there are also being registered such additional number of shares as may be
issuable as a result of the anti-dilution provisions of the debentures, but
not as result of pure adjustments attributable to changes in market price.
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 this Registration
Statement shall become effective on such date as the SEC, acting pursuant
to said Section 8(a), may determine.
ii
<PAGE>
PROSPECTUS
SUBJECT TO COMPLETION, DATED FEBRUARY 25, 2000
SAF T LOK INCORPORATED
2,312,500 Shares of Common Stock
This Prospectus relates to the 2,312,500 shares of Common Stock of Saf T
Lok Incorporated, being offered by certain selling security holders. We will
not receive any proceeds from the sale of shares by the selling security
holders. The selling security holders acquired their shares:
. upon conversion of our 6% convertible debentures;
. as dividend payments on our convertible debentures; and
. upon exercise of outstanding options.
Our common stock is traded on the Nasdaq SmallCap Market under the trading
symbol "LOCK". On February 22, 2000, the closing bid and asked prices for our
common stock were $1.28 and $1.31, respectively.
______________________
This investment involves a high degree of risk. You should purchase shares only
if you can afford a complete loss of your investment. See "Risk Factors"
beginning on page 3 for a discussion of important matters that should be
considered by you prior to investing.
______________________
These securities have not been approved or disapproved by the Securities and
Exchange Commission or any state securities commission, nor has the SEC or any
state securities commission determined if this prospectus is truthful or
complete.
______________________
The date of this Prospectus is _____________, 2000
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
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Page
----
<S> <C>
BUSINESS............................................................ 2
RISK FACTORS........................................................ 3
WHERE YOU CAN FIND MORE INFORMATION................................. 6
SELLING SECURITY HOLDERS............................................ 8
PLAN OF DISTRIBUTION................................................ 9
DESCRIPTION OF SECURITIES........................................... 10
LEGAL MATTERS....................................................... 11
EXPERTS............................................................. 12
INDEMNIFICATION..................................................... 12
</TABLE>
<PAGE>
BUSINESS
Saf T Lok Incorporated, through its wholly-owned subsidiary Saf T Lok
Corporation,
. designs,
. develops,
. manufactures, and
. distributes
safety locks for guns. Saf T Lok Incorporated and Saf T Lok Corporation are
jointly referred to in this Prospectus as "Saf T Lok", "we", "us" and "our".
Our gunlocks are intended to reduce the possibility of unauthorized or
accidental use of firearms, including unintentional discharge by children and
assailants. Our target markets include:
. newly manufactured handguns in the U.S.; and
. previously manufactured, used handguns in the U.S., which is known as the
"retrofit market".
Our gunlocks are used by federal, state and local law enforcement agencies
and other consumers in the U.S. Our combination gun locks are the subject of
eleven United States patents, one United States patent application, as well as
Canadian and other foreign patent applications.
During December 1999, we completed the sale of an aggregate of $1,325,000
principal amount of our 6% convertible debentures to a total of eight accredited
investors. The debentures, which were placed through Alexander, Westcott & Co.,
Inc. and J.P. Carey Securities, Inc., were sold in two separate raises, and are
convertible at a 25% discount to market, with a maximum conversion price of
$2.00 per share and a minimum conversion price of $.70 per share. Unless
converted, the debentures mature in December 2001.
We have determined that the current political and social climate relating
to handguns requires that we raise substantial capital in order to fund
operations and effectively lobby for regulatory changes that will enable us to
substantially increase our revenues. Alternatively, we must consummate a
strategic alliance or business combination that will allow us to remain viable.
Towards this end, we have engaged an investment banking firm to advise us on
mergers, acquisitions and similar business combinations. We may be unsuccessful
in attracting a strategic partner or acquirer.
On February 7, 2000, we held our annual meeting of shareholders. At the
annual meeting:
. Franklin W. Brooks, Jeffrey W. Brooks, William M. Schmidt, Dennis W.
DeConcini and James V. Stanton were reelected to serve on our board of
directors; and
. our shareholders authorized an increase in the number of shares of
common stock we are authorized to issue from 20 million shares to 30
million shares.
The additional shares will be available for issuance at the direction of the
board of directors, without further shareholder action, for capital raising
purposes, for strategic alliances and for other purposes deemed by the board to
be in our best interests. We have no specific plans at this time to issue the
additional shares.
Our executive offices are located at 1101 Northpoint Parkway, West Palm
Beach, Florida 33407. Our telephone number at that location is (561) 478-5625.
Except for the historical information contained herein, the matters
discussed in this prospectus under "Risk Factors", in addition to certain
statements contained elsewhere in this prospectus or in our filings under the
Securities Exchange Act of 1934, (the "Exchange Act"), are "Forward-Looking
Statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 and are thus prospective. Such forward-looking statements are subject
to risks, uncertainties and other factors which could cause actual future
results or trends to differ
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<PAGE>
RISK FACTORS
Prospective investors should carefully consider the following Risk Factors,
in addition to the other information set forth in this prospectus in evaluating
an investment in the securities offered hereby.
Inferior, but less expensive competitive gun locks, have reduced our revenues
and may continue to make our market penetration difficult
The market for our gun locking devices is unproven even though there are
millions of handguns in the United States. Our gun locking devices retail for
approximately $70 to $90 each while simple, key operated trigger locks retail
for less than $20. Our belief in the existence of a large market for our gun
locking devices is based solely on anecdotal evidence, without the benefit of
any broad-based market study. There is no assurance that a market will develop
that will provide sufficient revenues for us to make a profit. If a market for
our products does develop, we may have to compete against larger entities with
substantially more resources. There is no assurance that we could compete
successfully against those competitors.
We have an accumulated deficit, a history of net losses and our auditors have
raised doubts about our continued viability; investors could lose their entire
investment
As of September 30, 1999, we had an accumulated deficit of $21,885,884.
For the year ended December 31, 1998 and the none months ended September 30,
1999, we incurred net losses of $(6,066,394) and $(2,462,817), respectively.
Management projects that we require monthly operating revenues averaging at
least $300,000, but since January 1, 1999, our monthly operating revenues
averaged only approximately $21,700. As a result of the foregoing, the report
of our independent auditors for the year ended December 31, 1998 raises doubt
about our continued existence and states that in order to remain viable, we must
. raise additional capital; and
. achieve a successful level of sales.
Our inability to raise capital or achieve substantial sales could result in our
discontinuance of operations and our investors could lose the entire amount of
their investment.
Our success requires us to attract a partner for a business combination or
strategic alliance, in the absence of which we may fail
We believe that consolidation in the gun industry and the resources
necessary in order to focus the current political and social climate in a manner
that will allow us to successfully market our gun locks requires us to align
ourselves with a larger, more financially secure business partner. Accordingly,
we are seeking a candidate with whom to complete a business combination or
strategic alliance, and have engaged a recognized investment banking firm to
assist us in our efforts. However, in the event we are unsuccessful in
identifying and completing such a strategic transaction, we will continue to
have difficulty implementing our business plan and achieving success. We have
not yet identified any party interested in consummating a business combination
or strategic alliance with us.
In the event we consummate a business combination, it is possible that we will
undergo a change in control, our officers and directors will be replaced, our
shareholders will undergo additional dilution of their equity ownership in us
and the business of an acquirer may prove more risky than ours
In the event we are successful in attracting a third-party to consummate a
business combination, it is possible that:
. we will issue a substantial number of additional shares of our
stock and thereby dilute the percentage ownership of us by our
existing shareholders;
. the vesting of certain outstanding options held by our officers,
directors and affiliates will be accelerated, thereby further
diluting the percentage ownership of us by our existing
shareholders;
. the acquirer will appoint its designees to serve as our executive
officers and directors, and our existing officers and directors
will resign;
. the business of the acquirer could prove more risky and offer
poorer prospects for the future than ours; and
. the transition of operations and management to an acquirer may
cause a loss of momentum of our current manufacturing, marketing
and promotional efforts.
3
<PAGE>
Our deficit and history of losses will make raising additional capital more
difficult
We have recently raised approximately $1,725,000, which we believe will
satisfy our cash requirements for approximately the next six to nine months. In
the event we are unable to consummate a business combination or other third
party alliance, and we require additional funding, our accumulated deficit and
net losses will likely have an adverse impact upon our ability to raise
additional funding. To the extent that additional financing is made available
to us, it may not be on favorable terms.
We have substantial outstanding debt and if we are unable to generate revenues
or otherwise finance debt repayment, we will be subject to legal proceedings and
judgments
We currently have long-term debt of approximately $1,266,750, which matures
in December 2001. Our current rate of revenue generation is insufficient to
enable us to repay this indebtedness on maturity. In the event this
indebtedness is not converted into common stock and we are unable to generate
increased operating revenues or otherwise finance our repayment of these debts,
we will become subject to lawsuits and judgments against us. Lawsuits and
judgments against us will adversely affect our ability to raise additional
capital or consummate a business combination or strategic alliance and,
accordingly, our continued viability will be suspect.
We are the subject of an SEC investigation, an unfavorable outcome to which will
likely have a negative effect on our stock price
We have been responding to informal requests for information from the SEC
since receiving notice of an "informal inquiry" from the SEC's Division of
Enforcement on May 29, 1998. On September 22, 1998, the SEC issued its formal
Order Directing Private Investigation and Designating Officers to Take Testimony
which revealed that members of the SEC's Staff have reported information to the
SEC that, in the Staff's view, tends to show that during the period from at
least January 1, 1996 and continuing thereafter, the Company, its present or
former officers, directors or employees or others, may have violated federal
securities laws. Pursuant to this formal order of investigation, the Company
and certain of our current and former officers and directors have produced
documents pursuant to requests and subpoenas from the SEC. The investigation is
continuing and we are not able to speculate as to its specific subject matter.
There can be no assurance as to the timing of the completion of the
investigation or as to the final result thereof, and no assurance can be given
that the final result of the investigation will not have a material adverse
effect on the Company. We are cooperating with the SEC, and have responded and
will continue to respond to requests for information in connection with the
investigation.
If class action lawsuits or other legal proceedings pending against us are not
resolved in our favor, our future remains questionable
We are defendants in a number of class action law suits, which allege
violations of federal securities laws, and other law suits that have been
initiated against us. We are currently involved in settlement negotiations with
respect to a number of these actions. Settlement of the class action suits has
been reached but is subject to court approval. No assurance can be provided,
however, that these actions will be resolved in a manner favorable to us.
Unfavorable judgments rendered against us in these actions, or a portion of
these actions, may have a material adverse effect on our business and financial
condition.
4
<PAGE>
Political climate or events may have a material adverse effect on the market for
our gun locking devices
The issue of gun control is a highly political issue in the United States.
We believe that the National Rifle Association will oppose any legislation that
touches on gun control, including any gun lock legislation. Other groups are
promoting gun lock legislation at the federal and state levels. However, we
cannot rely on, and no assurance can be given regarding, the passage of any type
of gun control or gun safety legislation to create a market for our gun locking
devices.
State and Federal regulations could present obstacles to our operations
While gun locking devices are currently not regulated under state or
federal regulations, it is likely in the future that such devices will be
regulated. There can be no assurance that our locks will meet the requirements
of such future regulations, in which case, sales of our products may be
materially adversely affected.
Patent protection will not eliminate competition
We hold eleven U. S. patents that pertain to the Saf T Lok(R) combination
gun locks. Two U.S. patents are pending. Patent applications have also been
filed for protection in Canada and other countries. We expect these applications
to be approved. However, there can be no assurance that any of these patents
will adequately protect us from competitors offering similar devices or that we
will have adequate resources to protect ourselves from infringers. We believe
our trademarks and other proprietary rights are important to our success and our
competitive position. The actions we take to establish and protect our
trademarks and other proprietary rights, however, may be inadequate to prevent
imitation of our products by others or to prevent others from claiming
violations of their trademarks and proprietary rights by us. In addition, others
may assert rights in our trademarks and other proprietary rights.
Purchasers of our shares could suffer substantial dilution if all or a
substantial portion of outstanding options, warrants and debentures are
converted
We currently have reserved for issuance:
. 3,176,637 shares in the event of exercise of options which we
have granted;
. 132,500 shares payable as compensation to the placement agents of
our debenture offerings;
. 214,725 shares in the event of conversion of outstanding
warrants; and
. 2,120,000 shares in the event of conversion of principal and
interest on outstanding debentures.
The issuance of our reserved common stock will increase the number of
outstanding shares of common stock by approximately 40%, and may cause
substantial dilution to purchasers of shares covered by this prospectus.
5
<PAGE>
If all or a substantial portion of our shares that are eligible for public
resale are sold, the market price for our shares may be adversely affected
All of the 5,643,862 shares that have been reserved for issuance have been
registered with the SEC so that the holders of such shares may resell them
publicly. In addition, approximately 479,000 shares of our outstanding common
stock have been held for at least one year and may, therefore, be publicly
resold under Rule 144. If all or a substantial portion of the shares which may
be publicly resold become available in the marketplace, the market price of our
shares may be adversely affected.
If the market price for our shares declines and causes us to be delisted from
the Nasdaq SmallCap market, additional sales practices imposed upon broker-
dealer could adversely affect the market for our shares
In the event our shares do not remain listed on the Nasdaq SmallCap Market,
they may become subject to Rule 15g-9 under the Exchange Act. That rule imposes
additional sales practice requirements on broker-dealers that sell low-priced
securities ("penny stock") to persons other than established customers and
institutional accredited investors. The SEC's regulations define a "penny
stock" to be an equity security that has a market price less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For transactions covered by this rule, a broker-dealer must make a
special suitability determination for the purchaser and have received the
purchaser's written consent to the transaction prior to sale. Consequently, the
rule may affect the ability of broker-dealers to sell our shares and may affect
the ability of holders to sell our shares in the secondary market.
The penny stock restrictions will not apply to our shares if they remain
listed on the Nasdaq Small Cap Market. We cannot assure you that our shares
will continue to qualify for exemption from these restrictions. If our shares
became subject to the penny stock rules, a holder's ability to sell our shares
could be materially adversely affected.
Our products are characterized by continuous and rapid technological advances
and evolving industry standards
Compatibility with industry standards in areas such as operating systems
and communications protocols is material to our marketing strategy and product
development efforts. In order to remain competitive, we must respond
effectively to technological changes by continuing to enhance and improve our
existing products to incorporate emerging or evolving standards, and by
successfully developing and introducing new products that meet customer
requirements. There can be no assurance that we will successfully develop,
market, or support such products or that we will respond effectively to
technological changes or new product announcements or introductions by others.
If we do not enhance and improve our products, our sales and financial results
could be materially adversely affected. In addition, there can be no assurance
that, as a result of technological changes, all or a portion of our inventory
would not be rendered obsolete.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with SEC. You may read and copy any document we file at the SEC's
public reference rooms in Washington, D.C.,
6
<PAGE>
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on public reference rooms.
Our SEC filings are also available to the public from the SEC's website at
"http://www.sec.gov." The SEC also 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 the
information that we file later with the SEC will automatically update and
supersede this information. We filed a registration statement with the SEC
pursuant to the Securities Act of 1933, as amended (the "Securities Act"),
regarding the securities offered by this prospectus. This prospectus does not
contain all of the information included in the registration statement. For
further information with respect to us and the securities offered by this
prospectus, please see the registration statement. This prospectus is a part of
the registration statement. Statements contained in this prospectus regarding
any contract or other document referred to are not necessarily complete, and in
each instance you should see the copy of such contract or statement filed as an
exhibit to the registration statement. A copy of the registration statement may
be inspected without charge at the SEC's principal office. We will provide,
without charge, to each person to whom a copy of this prospectus is delivered,
upon written or oral request, a copy of any document incorporated by reference
in this prospectus. To request this information, please contact Franklin W.
Brooks, President, Saf T Lok Incorporated, 1101 Northpoint Parkway, West Palm
Beach, Florida 33407 (561) 478-5625.
INFORMATION INCORPORATED BY REFERENCE
This Prospectus incorporates by reference the following documents and
information we previously filed with the SEC under the Exchange Act:
(a) our annual report on Form 10-KSB for the fiscal year ended December
31, 1998;
(b) our quarterly report on Form 10-QSB for the fiscal quarter ended March
31, 1999;
(c) our quarterly report on Form 10-QSB for the fiscal quarter ended June
30, 1999;
(d) our quarterly report on Form 10-QSB for the fiscal quarter ended
September 30, 1999;
(e) our current report on Form 8-K dated June 4, 1999 and an amended Form
8-K dated February 11, 1999.
All documents filed with the SEC by us pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part of it from the date of filing of those
documents.
This prospectus is part of a Registration Statement we filed with the SEC.
You should rely only on the information and representations provided in this
prospectus. We have authorized no one to provide you with different
information. We are not making offers for the securities in any state where the
offer is not permitted. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the front of the
document.
7
<PAGE>
SELLING SECURITY HOLDERS
Shares covered by this prospectus
Of the 2,312,500 shares covered by this prospectus, 1,892,850 shares are
issuable upon conversion of our outstanding 6% convertible debentures, 227,150
shares cover two years' dividend payments on the debentures, 132,500 shares are
outstanding shares of our common stock which were issued for services rendered
in connection with the offering of our debentures and 60,000 shares are issuable
upon exercise of an option which has been granted. All of the shares covered by
this prospectus are being registered for resale by the registered owner. We
agreed to register the shares as part of the consideration for our sale of these
securities.
The following table sets forth the name of each selling security holder,
the number of shares owned, the number of shares being registered for resale by
each selling security holder and the number of shares to be owned by the selling
security holder following this offering. All references to shares offered by
this prospectus are to shares issuable upon conversion of our 6% convertible
debentures, including two years' dividend payments thereon, except the
references to Pegasus Capital Inc. and Gary J. Shemano are to shares of our
common stock owned by such persons, and the reference to Ralph Nichols is to
shares issuable upon exercise of an option.
<TABLE>
<CAPTION>
Number of Shares to Shares to be owned
Name of selling security holder shares owned(1) be offered after offering
- --------------------------------- --------------- ---------- ------------------
<S> <C> <C> <C>
Sage Capital Investments Ltd. 160,000 160,000 -0-
Arab Commerce Bank Ltd. 240,000 240,000 -0-
BarAub Corp. 40,000 40,000 -0-
Lufeng Investments, Ltd. 80,000 80,000 -0-
Philip S. & Janice B. Sirianni 80,000 80,000 -0-
G.P.S. America Fund Ltd. 200,000 200,000 -0-
Ashfield Investments Corp. 520,000 520,000 -0-
Cache Capital (USA) L.P. 800,000 800,000 -0-
Alexander, Westcott, Inc. 37,500 37,500 -0-
J. P. Carey Securities, Inc. 57,000 57,000 -0-
Pegasus Capital Inc. 31,000 31,000 -0-
Gary J. Shemano 7,000 7,000 -0-
Ralph Nichols 60,000 60,000 -0-
</TABLE>
8
<PAGE>
We have agreed to pay full costs and expenses, incentives to the issuance,
offer, sale and delivery of the shares, including but not limited to, all fees
and expenses in preparing, filing and printing the registration statement and
prospectus and related exhibits, amendments and supplements thereto and mailing
of such items. We will not pay selling commissions and expenses associated with
any sale by the selling security holders.
PLAN OF DISTRIBUTION
The shares offered hereby by the selling security holders may be sold from
time to time by the selling security holders, or by pledgees, donees,
transferees or other successors in interest. Such sales may be made on one or
more exchanges or in the over-the-counter market (including the Nasdaq National
Market of The Nasdaq Stock 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
methods, including, without limitation:
. a block trade in which the broker-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 transaction;
. purchases by a broker or dealer as principal and resale by such broker
or dealer for its account pursuant to this prospectus;
. ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
. face-to-face or other direct transactions between the selling security
holders and purchasers without a broker-dealer or other intermediary;
and
. ordinary brokerage transactions and transactions in which the broker
solicits purchasers.
In effecting sales, brokers or dealers engaged by the selling security holders
may arrange for other brokers or dealers to participate in the resales.
Brokers, dealers or agents may receive compensation in the form of commissions,
discounts or concessions from selling security holders in amounts to be
negotiated in connection with the sale. Such broker-dealers and agents and any
other participating broker-dealers, or agents may be deemed to be "underwriters"
within the meaning of the Act, in connection with such sales. In addition, any
securities covered by this prospectus that qualify for sale pursuant to Rule 144
might be sold under Rule 144 rather than pursuant to this prospectus.
In connection with distributions of the shares or otherwise, the selling
security holders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the shares registered hereunder in the course of hedging the positions they
assume with selling security holders. The selling security holders may also
sell shares short and deliver the shares to close out such short positions. The
selling security holders may also enter into option or other transactions with
broker-dealers which require the delivery to the broker-dealer of the shares
registered hereunder, which the broker-dealer may resell pursuant to this
prospectus. The selling security
9
<PAGE>
registered hereunder, which the broker-dealer may resell pursuant to this
prospectus. The selling security holders may also be pledged the shares
registered hereunder to a broker or dealer and upon a default, the broker or
dealer may effect sales of the pledged shares pursuant to this prospectus.
Information as to whether an underwriter(s) who may be selected by the
selling security holders, or any other broker-dealer, is acting as principal or
agent for the selling security holders, the compensation to be received by
underwriters who may be selected by the selling security holders, or any broker-
dealer, acting as principal or agent for the selling security holders and the
compensation to be received by other broker-dealers, in the event the
compensation of such other broker-dealers is in excess of usual and customary
commissions, will, to the extent required, be set forth in a supplement to this
prospectus. Any dealer or broker participating in any distribution of the
shares may be required to deliver a copy of this prospectus, including the
supplement, if any, to any person who purchases any of the shares from or
through such dealer or broker.
We have advised the selling security holders that during such time as they
may be engaged in a distribution of the shares included herein they are required
to comply with Regulation M promulgated under the Exchange Act. With certain
exceptions, Regulation M precludes any selling security holders, any affiliated
purchasers and any broker-dealer or other person who participates in such
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete. Regulation M also prohibits any bids
or purchase made in order to stabilize the price of a security in connection
with the distribution of that security. All of the foregoing may affect the
marketability of our common stock.
It is anticipated that the selling security holders will offer all of the
shares for sale. Further, because it is possible that a significant number of
shares could be sold at the same time hereunder, such sales, or the possibility
thereof, may have a depressive effect on the market price of our common stock.
DESCRIPTION OF SECURITIES
Common Stock
Subject to the dividend rights of the holders of preferred stock, if any,
holders of our common stock are entitled to share, on a ratable basis, such
dividends as may be declared by our board of directors, out of funds legally
available therefor. Upon our liquidation, dissolution or winding up, after
payment to creditors and holders of preferred stock, if any, that may be
outstanding, our assets will be divided pro rata on a per share basis among the
holders of our common stock.
Each share of common stock entitles the holder to one vote. Holders of
common stock do not have cumulative voting rights which means that the holders
of more than 50% of the shares voting for the election of directors can elect
all of the directors if they choose to do so, and, in such event, the holders of
the remaining shares will not be able to elect any directors. Our By-Laws
require that only a majority of the issued and outstanding shares need be
represented to constitute a quorum and to transact business at a shareholders'
meeting. Our common stock has no preemptive, subscription or conversion rights
and is not redeemable by us.
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Convertible Debentures
We have authorized, and there are currently outstanding, an aggregate of
$1,325,000 principal amount of our convertible debentures. The debentures bear
interest at the rate of 6% per year, which may be paid by us in cash or by the
issuance of common stock. The debentures mature on various dates between
October 27, 2001 and December 30, 2001. The outstanding principal amount of the
debentures, and accrued but unpaid dividends thereon, may be converted at the
option of the holder into our common stock at a 25% discount to the market price
for our shares at the time of conversion, subject to a minimum conversion price
of $.70 per share and a maximum conversion price of $2.00 per share.
Shares Eligible for Future Sale
As of December 31, 1999, there were 13,983,615 shares of common stock
issued and outstanding. Of such shares, 13,504,614 shares comprise the public
float and 2,312,500 shares are being registered for sale pursuant to this
prospectus. The balance of 479,001 shares are "restricted securities which may
be sold in compliance with Rule 144. In general, Rule 144 permits a shareholder
who has beneficially owned restricted shares for at least one year to sell
without registration, within a three-month period, a number of shares not
exceeding the greater of one percent of the then outstanding shares of common
stock or, generally, the average weekly trading volume during the four calendar
weeks preceding the sale, assuming our compliance with certain reporting
requirements of Rule 144. Furthermore, if such shares are held for at least two
years by a person not affiliated with us (in general, a person who is not an
executive officer, director or principal shareholder during the three month
period prior to resale), such restricted shares can be sold without any volume
limitation.
We have also registered on Form S-8 under the Act 4,376,500 shares of
common stock issuable upon exercise of options, of which 4,177,304 have been
granted and are currently available for exercise. An additional 110,000 shares
are covered by a currently effective registration statement on Form S-3.
The public sale of shares, under Rule 144 or pursuant to a registration
statement, can be expected to have a depressive effect on the market price of
our common stock.
NASDAQ SmallCap Market
Our common stock is traded on the Nasdaq SmallCap Market under the symbol
"LOCK".
Transfer and Warrant Agent and Registrar
Our transfer agent and registrar for the common stock is Florida Atlantic
Stock Transfer, Inc. 7130 Nob Hill Road, Tamarac, Florida 33321, telephone
number (954) 726-4954.
LEGAL MATTERS
The validity of the issuance of the securities offered hereby will be
passed upon for us by Atlas Pearlman, P.A., Fort Lauderdale,
Florida.
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EXPERTS
Our audited consolidated financial statements, as of December 31, 1998 and
1997, and for each of the two fiscal years in the period ended December 31,
1998, incorporated by reference into this prospectus, have been audited by
Goldberg & Company, P.A., independent certified public accountants, as indicated
in their report with respect thereto, and incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said reports.
INDEMNIFICATION
The Florida Business Corporation Act permits the indemnification of
directors, employees, officers and agents of a Florida corporation. Our
articles of incorporation and bylaws provide that we shall indemnify to the
fullest extent permitted by the Florida Business Corporation Act any person whom
we may indemnify under the act.
The provisions of Florida law that authorize indemnification do not
eliminate the duty of care of a director, and in appropriate circumstances
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available. In addition, each director will continue to be subject to
liability for:
. violations of criminal laws, unless the director has reasonable cause
to believe that his or her conduct was lawful or had no reasonable
cause to believe his conduct was unlawful,
. deriving an improper personal benefit from a transaction,
. voting for or assenting to an unlawful distribution and
. willful misconduct or conscious disregard for our best interests in a
proceeding by or in our right to procure a judgment in its favor or in
a proceeding by or in the right of a shareholder.
The statute does not affect a director's responsibilities under any other law,
such as the federal securities laws.
The effect of Florida law, our articles of incorporation and our bylaws is
to require us to indemnify our officers and directors for any claim arising
against such persons in their official capacities if such person acted in good
faith and in a manner that he or she 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 or her conduct was
unlawful.
To the extent indemnification for liabilities arising under the Securities
Act, may be permitted to our directors, officers or control persons control, we
have been informed that in the opinion of the SEC, this indemnification is
against public policy as expressed in the Securities Act and is unenforceable.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
Registration Fees - Securities and
Exchange Commission $ 750*
Cost of Printing 1,000*
Legal Fees and Expenses 7,500*
Accounting Fees and Expenses 1,000*
Blue Sky Fees and Expenses 500*
Miscellaneous 1,750*
-------
Total $12,500*
=======
*Estimated
Item 15. Indemnification of Directors and Officers.
The Florida Business Corporation Act permits the indemnification of
directors, employees, officers and agents of a Florida corporation. Our
articles of incorporation and bylaws provide that we shall indemnify to the
fullest extent permitted by the Florida Business Corporation Act any person whom
we may indemnify under the act.
The provisions of Florida law that authorize indemnification do not
eliminate the duty of care of a director, and in appropriate circumstances
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available. In addition, each director will continue to be subject to
liability for:
. violations of criminal laws, unless the director has reasonable cause
to believe that his or her conduct was lawful or had no reasonable
cause to believe his conduct was unlawful,
. deriving an improper personal benefit from a transaction,
. voting for or assenting to an unlawful distribution and
. willful misconduct or conscious disregard for our best interests in a
proceeding by or in our right to procure a judgment in its favor or in
a proceeding by or in the right of a shareholder.
The statute does not affect a director's responsibilities under any other law,
such as the federal securities laws.
The effect of Florida law, our articles of incorporation and our bylaws is
to require us to indemnify our officers and directors for any claim arising
against such persons in their official capacities if such person acted in good
faith and in a manner that he or she 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 or her conduct was
unlawful.
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To the extent indemnification for liabilities arising under the Securities
Act, may be permitted to our directors, officers or control persons control, we
have been informed that in the opinion of the Securities and Exchange
Commission, this indemnification is against public policy as expressed in the
Securities Act and is unenforceable.
Item 16. Exhibits and Consolidated Financial Statement Schedules.
a. The exhibits constituting part of the Registration Statement are as
follows:
4.1 Form of 6% Convertible Debenture (4)
5.1 Opinion and Consent of Atlas Pearlman, P.A. (4)
10.1 Agency Agreement between the Company and Alexander, Westcott & Co.,
Inc. dated April 20, 1999 (1)
10.2 Letter Agreement between the Company and Alexander, Westcott & Co.,
Inc. dated July 8, 1999 (1)
10.3 Placement Agency Agreement between the Company and J. P. Carey
Securities, Inc. dated December 30, 1999 (4)
10.4 Form of Securities Purchase Agreement relating to the Company's
Debenture offering through J. P. Carey Securities, Inc. (4)
10.5 Form of Registration Rights Agreement relating to the Company's
Debenture offering through J. P. Carey Securities, Inc. (4)
23.1 Consent of Atlas Pearlman, P.A. (included in opinion
filed as Exhibit 5.1)(4)
23.2 Consent of Goldberg & Company, P.A. (2)
27 Financial Data Schedule (3)
_________________
(1) Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report
on Form 10-QSB for the quarter ended June 30, 1999, as filed with the
Securities and Exchange Commission.
(2) Filed herewith.
(3) Incorporated by reference to Exhibit 27 to the Company's Quarterly Report
on Form 10-QSB for the quarter ended September 30, 1999, as filed with the
Securities and Exchange Commission.
(4) Previously filed.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement which includes 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.
(b) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
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(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(d) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's Annual Report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 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
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officer, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 West Palm Beach and the State of Florida, on the 25th
day of February 2000.
SAF T LOK INCORPORATED
By: /s/ Franklin W. Brooks
-------------------------
FRANKLIN W. BROOKS, CEO
POWER OF ATTORNEY
The undersigned directors and officers of Saf T Lok Incorporated hereby
constitute and appoint Franklin W. Brooks and William Schmidt and each of them,
with full power to act without the other and with full power of substitution and
resubstitution, our true and lawful attorneys-in-fact with full power to execute
in our name and behalf in the capacities indicated below any and all amendments
(including post-effective amendments and amendments thereto) to this
registration statement and time to file the same, with all exhibits thereto and
other documents in connection therewith with the Securities and Exchange
Commission and hereby ratify and confirm that such attorneys-in-fact, or either
of them, or their substitutes shall lawfully do or use to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Franklin W. Brooks Chairman of the Board, Chief February 25, 2000
- -------------------------
FRANKLIN W. BROOKS Executive Officer and Director
(Principal Executive Officer)
/s/ Jeffrey W. Brooks Vice President, Secretary February 25, 2000
- -------------------------
JEFFREY W. BROOKS and Director
/s/ William M. Schmidt Chief Financial Officer, February 25, 2000
- -------------------------
WILLIAM M. SCHMIDT Principal Accounting Officer
and Director
/s/ Dennis W. DeConcini Director February 25, 2000
- -------------------------
DENNIS W. DECONCINI
/s/ James V. Stanton Director February 25, 2000
- -------------------------
JAMES V. STANTON
</TABLE>
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the reference to our firm under the caption "Experts"
in the Registration Statement on Form S-3 and related Prospectus of Saf T Lok
Incorporated, in connection with the registration of 2,312,500 shares of its
common stock, and to the incorporation by reference therein of our report dated
March 24, 1999, with respect to the financial statements of Saf T Lok
Incorporated included in its Annual Report on Form 10-KSB for the year ended
December 31, 1998, filed with the Securities and Exchange Commission.
/s/ Goldberg & Company, P.A.
----------------------------
Goldberg & Company, P.A.
West Palm Beach, FL
February 25, 2000
