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Filed Pursuant to Rule 424(b)(3)
File No. 333-40597
PROSPECTUS
1,000,000 SHARES
ASYST TECHNOLOGIES, INC.
COMMON STOCK
___________________
This Prospectus relates to 1,000,000 shares of Common Stock, no par value
(the "Common Stock") which are being offered and sold by certain stockholders
(the "Selling Shareholders") of Asyst Technologies, Inc. (the "Company"). The
Selling Shareholders, directly or through agents, broker-dealers or
underwriters, may sell the Common Stock offered hereby from time to time on
terms to be determined at the time of sale, in transactions on the Nasdaq
National Market or in privately negotiated transactions. The Selling
Shareholders and any agents, broker-dealers or underwriters that participate in
the distribution of the Common Stock may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended (the "Act"), and any
commission received by them and any profit on the resale of the Common Stock
purchased by them may be deemed to be underwriting discounts or commissions
under the Act. The Company will not receive any proceeds from the sale of shares
by the Selling Shareholders. See "Selling Shareholders" and "Plan of
Distribution."
The Common Stock of the Company is quoted on the Nasdaq National Market
under the symbol "ASYT." The last reported sales price of the Company's Common
Stock on the Nasdaq National Market on December 1, 1997 was $31.375 per share.
____________________
THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON PAGE 4.
_____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
No underwriting commissions or discounts will be paid by the Company in
connection with this offering. Estimated expenses payable by the Company in
connection with this offering are $50,000. The aggregate proceeds to the Selling
Shareholders from the Common Stock will be the purchase price of the Common
Stock sold less the aggregate agents' commissions and underwriters' discounts,
if any. See "Plan of Distribution."
The Company has agreed to indemnify the Selling Shareholders, and the
Selling Shareholders have agreed to indemnify the Company against certain
liabilities, including liabilities under the Act.
December 2, 1997
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AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files annual and quarterly 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 Commission's Public Reference Section, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, as well as at the Commission's Regional Offices at 7
World Trade Center, 13th Floor, New York, New York 10048; and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can
be obtained at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Common Stock
of the Company is quoted on the Nasdaq National Market. Reports and other
information concerning the Company may be inspected at the National Association
of Securities Dealers, Inc. at 1735 K Street, N.W. Washington, D.C. 20006.
A registration statement on Form S-3 with respect to the Common Stock
offered hereby (the "Registration Statement") has been filed with the Commission
under the Act. This Prospectus does not contain all of the information
contained in such Registration Statement and the exhibits and schedules thereto,
certain portions of which have been omitted pursuant to the rules and
regulations of the Commission. For further information with respect to the
Company and the Common Stock offered hereby, reference is made to the
Registration Statement and the exhibits and schedules thereto. Statements
contained in this Prospectus regarding the contents of any contract or any other
documents are not necessarily complete and, in each instance, reference is
hereby made to the copy of such contract or document filed as an exhibit to the
Registration Statement. The Registration Statement, including exhibits thereto,
may be inspected without charge at the Commission's principal office in
Washington, D.C., and copies of all or any part thereof may be obtained from the
Public Reference Section, Securities and Exchange Commission, Washington, D.C.,
20549, upon payment of the prescribed fees.
The Commission maintains a World Wide Web site that contains reports, proxy
and information statements and other information filed electronically with the
Commission. The address of the site is http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed or to be filed with the Commission under the
Exchange Act are hereby incorporated by reference into this Prospectus:
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1997, as amended;
(ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997;
(iii) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997;
(iv) The Company's current Report on Form 8-K filed with the Commission
on October 10, 1997;
(v) The Company's Proxy Statement for its annual meeting of shareholders
held on September 30, 1997 (other than the portions thereof
identified as not deemed filed with the Commission); and
(vi) The Description of Capital Stock contained in the Company's Form S-1
Registration Statement filed with the Commission on February 21,
1995.
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All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents. Any
statement contained in this Prospectus 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
contained herein or in any 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 this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the documents that have been
incorporated by reference herein (not including exhibits to such documents
unless such exhibits are specifically incorporated by reference herein or into
such documents). Such request may be directed to Asyst Technologies, Inc.,
Attention: Douglas J. McCutcheon, 48761 Kato Road, Fremont, California 94538,
telephone (510) 661-5000.
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THE COMPANY
The Company was incorporated in California in 1984. Unless the context
otherwise requires, references in this Prospectus to the "Company" or "Asyst"
refer to Asyst Technologies, Inc. and its subsidiaries. The Company's executive
offices are located at 48761 Kato Road, Fremont, California 94538, and its
telephone number is (510) 661-5000.
RISK FACTORS
This Prospectus contains forward-looking statements that involve risks and
uncertainties. Actual results may differ materially from those discussed in the
forward-looking statements that involve risks and uncertainties, including those
set forth below. Prospective investors should consider the following factors in
evaluating the Company and its business before purchasing any shares of the
Common Stock offered hereby.
VARIABILITY OF QUARTERLY OPERATING RESULTS
The Company's revenues and operating results can fluctuate substantially
from quarter to quarter depending on such factors as the timing of significant
customer orders, the timing of product shipments, variations in the mix of
products sold, new product introductions by the Company, changes in customer
buying patterns, fluctuations in the semiconductor equipment market,
availability of key components and general trends in the world economy. The
procurement process of the Company's customers is typically six to twelve months
or longer from initial inquiry to order and may involve competing capital budget
considerations, thus making the timing of customer orders uneven and difficult
to predict. Any delay or failure to receive anticipated orders could adversely
affect the Company's financial performance. A significant portion of the
Company's net sales in any quarter is typically derived from a small number of
long-term, multimillion dollar customer projects involving an upgrade of an
existing facility, the construction of a new facility or the shipping of a
single or multiple automation solution(s) of up to several million dollars in
revenue recognition. The Company typically cannot ship its products until the
facility and/or the process tools housed in the facility are ready, and thus
faces uncertainty in the scheduling of shipments due to many factors beyond its
control. Customers generally may cancel or reschedule shipments with limited or
no penalty. In addition, due to production cycles and customer requirements, the
Company often ships significant quantities of products in the last month of the
quarter. This factor increases the risk of unplanned fluctuations in net sales
since management has limited opportunity to take corrective actions should a
customer reschedule a shipment or otherwise delay an order during the last month
of the quarter. Moreover, a shortfall in planned net sales in a quarter as a
result of these factors could have a material adverse effect on the Company's
operating results for the quarter. Given these factors, the Company expects that
quarter to quarter performance will fluctuate for the foreseeable future and
consequently that quarter to quarter comparisons will not be meaningful.
ACCEPTANCE OF MINIENVIRONMENT TECHNOLOGY BY CUSTOMERS
Since 1995, substantially all of the Company's revenues have been from
sales of minienvironment systems and related products to a small number of
semiconductor manufacturers, and the Company expects that sales of such systems
will continue to account for a majority of revenues for the foreseeable future.
Given that the use of minienvironment systems represents an alternative to the
conventional cleanroom approach utilized by semiconductor manufacturers, the
Company believes that its growth prospects depend in large part upon its ability
to gain acceptance by a broader group of customers of the efficacy of the
Company's minienvironment technology. Because of the large capital commitment
involved in the construction and operation of a semiconductor manufacturing
facility, the decision by a semiconductor manufacturer to make a large-scale
deployment of the Company's products involves significant organizational,
technological and financial commitments by the semiconductor manufacturer. While
the Company actively promotes the acceptance of minienvironment technology and
has as customers several semiconductor manufacturers that can serve as
influential reference accounts, there can be no assurance that the Company will
be successful in obtaining broader acceptance of its products and technology.
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CUSTOMER CONCENTRATION
A significant portion of the Company's net sales is derived from a small
number of customers. Sales of the Company's products to Taiwan Semiconductor
Manufacturing Co., Ltd. ("TSMC") accounted for approximately 32 percent, 21
percent and 14 percent of the Company's net sales during fiscal 1995, 1996 and
1997, respectively. During the first six months of fiscal year 1998, TSMC
accounted for 38 percent of the Company's sales. The top ten customers for each
of the first and second quarters of fiscal year 1998 represented approximately
73 percent of sales. The Company's projects are typically completed within a
six to eighteen month period from when the customer's purchase order is
initially received. As these projects are completed, business from these
customers will decline substantially unless they undertake additional projects
incorporating the Company's products. Although the Company has received new
orders from existing customers, including TSMC and many other existing customers
during the six months ended September 30, 1997, if additional projects are not
initiated by existing customers, the performance of the Company will depend on
securing business from new customers. While the Company is pursuing a number of
new customer opportunities, there can be no assurance that the Company will be
successful in its sales and marketing efforts, and any significant weakening in
customer demand would have a material adverse effect on the Company.
DEPENDENCE ON SEMICONDUCTOR INDUSTRY
The Company's business depends upon the capital expenditures of
semiconductor manufacturers, which in turn depend on the current and anticipated
market demand for integrated circuits and products utilizing integrated
circuits. The semiconductor industry is cyclical and has historically
experienced periodic downturns. These downturns are difficult to predict and
have often had a severe adverse effect on the semiconductor industry's demand
for semiconductor processing equipment. The Company believes that its future
performance will be adversely affected from time to time by such industry
downturns.
RETENTION AND RECRUITMENT OF KEY PERSONNEL
The Company's success depends to a significant extent upon a small number
of senior management and technical personnel. The loss of the services of one or
more of these key persons could have a material adverse effect on the Company.
The Company's future success will depend in large part upon its ability to
recruit and retain highly skilled technical, managerial, financial and marketing
personnel, who are in great demand. A failure to retain, acquire and/or
adequately train such persons could have a material adverse impact on the
Company.
MANAGEMENT OF GROWTH AND PERSONNEL CHANGES
The Company has recently experienced extremely rapid growth in the number
of its employees and the geographic area of its operations. The growth of the
Company's business and the expansion of the Company's customer base have placed
a significant strain on the Company's management, operations and financial
systems. The Company has implemented a management development program to augment
the skill base of its managers. Additionally, the Company attempts to maintain
a competitive compensation program and work environment that stimulates and
challenges its people. The Company's future operating results will be dependent
in part on its ability to continue to implement and improve its operating and
financial controls and management information systems and to expand, train and
manage its management and employee base. In the extremely competitive employment
markets that the Company operations in, employee turnover could have a material
adverse effect on the Company.
COMPETITION
The Company currently has direct competition with respect to its Asyst-SMIF
System and SMART-Traveler System products, with its principal competition coming
from conventional approaches to solving the contamination and manufacturing
control problems of the semiconductor manufacturing industry. The semiconductor
equipment industry, however, is highly competitive in general, and there can be
no assurance that one or more potential competitors will not enter the Company's
market. During the past several years, several companies, have begun
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offering one or more products that compete with the minienvironment products of
the Company. As a result of new competition in the minienvironment systems
marketplace, the Company may encounter competition which could have a negative
effect on the Company's operating results. In addition, the Company's software
subsidiary has several competitors in the software integration business and is
in a business that does not present significant capital barriers to new
entrants. The Company faces potential competition from a number of companies,
including semiconductor equipment and cleanroom construction companies, some of
which may have greater name recognition, more extensive engineering,
manufacturing and marketing capabilities and substantially greater financial,
technical and personnel resources than those available to the Company. There can
be no assurance that the Company will be able to compete successfully in the
future.
DEPENDENCE ON NEW PRODUCTS AND TECHNOLOGIES
Semiconductor equipment and processes are subject to rapid technological
change. The development of more complex integrated circuits has driven the need
for new facilities, equipment and processes to produce such devices at
acceptable cost and yield. The Company believes that its future success will
depend in part upon its ability to continue to enhance its existing products to
meet customer needs and to develop and introduce new products which maintain
technological leadership. There can be no assurance that the Company's product
development efforts will be successful or that the Company will be able to
respond effectively to technological change.
DEPENDENCE ON KEY SUPPLIERS
Certain of the components and subassemblies included in the Company's
products are obtained from a single supplier or a limited group of suppliers.
Although to date the Company has experienced only minimal delays in receiving
goods from its key suppliers, disruption or termination of these sources could
have a temporary adverse effect on the Company's operations. The Company
believes that in time alternative sources could ordinarily be obtained and
qualified to supply these products, but a prolonged inability to obtain certain
components could have an adverse effect on the Company's operating results and
could result in damage to customer relationships.
PATENTS AND PROPRIETARY RIGHTS
The Company relies on a combination of patent, trade secret and copyright
protection to establish and protect its intellectual property. While the Company
intends to protect its patent rights vigorously, there can be no assurance that
any patents held by the Company will not be challenged, invalidated or
circumvented, or that the rights granted thereunder will provide competitive
advantages to the Company. The Company also relies on trade secrets that it
seeks to protect, in part, through confidentiality agreements with employees,
consultants and other parties. There can be no assurance that these agreements
will not be breached, that the Company will have adequate remedies for any
breach, or that the Company's trade secrets will not otherwise become known to
or be independently developed by others. There has been substantial litigation
regarding patent and other intellectual property rights in semiconductor related
industries. Litigation may be necessary to enforce patents issued to the
Company, to protect trade secrets or know-how owned by the Company or to defend
the Company against claimed infringement of the rights of others and to
determine the scope and validity of the proprietary rights of others. Any such
litigation could result in substantial cost and diversion of effort by the
Company, which by itself could have a material adverse effect on the Company's
financial condition and operating results. Further, adverse determinations in
such litigation could result in the Company's loss of proprietary rights,
subject the Company to significant liabilities to third parties, require the
Company to seek licenses from third parties or prevent the Company from
manufacturing or selling its products, any of which could have a material
adverse effect on the Company's financial condition and results of operations.
RISKS OF INTERNATIONAL OPERATIONS
Approximately 59 percent, 47 percent, 56 percent and 66 percent of the
Company's net sales for the years ended March 31, 1995, 1996 and 1997 and for
the nine months ended September 30, 1997, respectively, were attributable to
sales outside the United States, primarily in Taiwan, Japan, Europe and
Singapore. In the first six months of fiscal year 1998, bookings outside of the
United
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States increased to 63 percent of total bookings in the period, with Taiwan
representing 43 percent of such total bookings. The Company expects that
international sales will continue to represent a significant portion of its
total revenues. Sales to customers outside the United States are subject to
risks, including exposure to currency fluctuations, the imposition of
governmental controls, the need to comply with a wide variety of foreign and
U.S. export laws, political and economic instability, trade restrictions,
changes in tariffs and taxes, longer payment cycles typically associated with
foreign sales, the greater difficulty of administering business overseas and
local and regional economic conditions. As of September 30, 1997, March 31, 1997
and 1996, approximately 68 percent, 71 percent and 41 percent, respectively, of
accounts receivable were due from international customers located primarily in
Taiwan, Thailand, Singapore and Japan. Receivable collection and credit
evaluation in new geographies and countries challenge the Company's ability to
avert such risks. In addition, the laws of certain foreign countries may not
protect the Company's intellectual property to the same extent as do the laws of
the United States. Although to date the Company's results of operations have not
been adversely affected by currency exchange rate fluctuations because the
Company has invoiced substantially all of its international sales in United
States dollars, there can be no assurance that the Company's results of
operations will not be adversely affected by currency fluctuations in the
future.
ANTI-TAKEOVER MEASURES
The Company's Articles of Incorporation and Bylaws include provisions that
may have the effect of deterring hostile takeovers or delaying changes in
control or management of the Company. These provisions include certain advance
notice procedures for nominating candidates for election to the Board of
Directors, a provision eliminating shareholder actions by written consent and a
provision under which only the Board of Directors or shareholders holding at
least 10% of the outstanding Common Stock may call special meetings of the
shareholders. The Company has entered into agreements with its officers and
directors indemnifying them against losses they may incur in legal proceedings
arising from their service to the Company.
POTENTIAL ADVERSE EFFECT OF AUTHORIZED BUT UNISSUED PREFERRED STOCK ON
HOLDERS OF COMMON STOCK; ANTI-TAKEOVER EFFECTS
The Board of Directors has authority to issue up to 4,000,000 shares of
Preferred Stock and to fix the rights, preferences, privileges and restrictions,
including voting rights, of those shares without any future vote or action by
the shareholders. The rights of the holders of any Preferred Stock that may be
issued in the future. The issuance of Preferred Stock, while providing
desirable flexibility in connection with possible acquisitions and other
corporate purposes, could have the effect of making it more difficult for a
third party to acquire a majority of the outstanding voting stock of the
Company, thereby delaying, deferring or preventing a change in control of the
Company. Furthermore, such Preferred Stock may have other rights, including
economic rights senior to the Common Stock, and as a result, the issuance
thereof could have a material adverse effect on the market value of the Common
Stock. The Company has no present plans to issue shares of Preferred Stock.
POTENTIAL VOLATILITY OF STOCK PRICE
The Company believe factors such as quarterly fluctuations in results of
operations, announcements of new orders by the Company or its competitors and
changes in either earnings estimates of the Company or investment
recommendations by stock market analysts may cause the market price of the
Common Stock to fluctuate, perhaps substantially. In addition, in recent years,
the stock market in general and shares of technology companies in particular
have experienced extreme price fluctuations, and such extreme price fluctuations
may continue. These broad market and industry fluctuations may adversely affect
the market price of the Company's Common Stock.
ADDITIONAL FINANCINGS
Future sales of substantial amounts of Common Stock in the public market
could have an adverse effect on the price of Common Stock. Such sales might
also impair the Company's ability to raise additional funds through equity
financing. In such event, to the extent that funds generated from operations,
together with the
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Company's existing capital resources, are insufficient to meet the Company's
capital requirements, the Company will be required to rely on alternative
sources of funding, including debt financing, corporate partnering arrangements
and capital lease transactions. No assurance can be given that additional
financing will be available or, if available, will be available on acceptable
terms.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock by
the Selling Shareholders in the offering.
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SELLING SHAREHOLDERS
The following table sets forth the names of the Selling Shareholders, the
number of shares of Common Stock owned beneficially by each of them as of
October 31, 1997 and the number of shares which may be offered pursuant to this
Prospectus. This information is based upon information provided by the Selling
Shareholders. The Selling Shareholders may offer all, some or none of their
Common Stock.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY OWNED
OWNED PRIOR TO OFFERING (1) AFTER OFFERING(1)(3)
------------------------------ NUMBER OF SHARES ----------------------------
NAME NUMBER PERCENT(2) BEING OFFERED NUMBER PERCENT(2)
- ------------------------------------ ------------- -------------- ---------------- ----------- --------------
<S> <C> <C> <C> <C> <C>
Putnam Asset Allocation Funds-
Balanced Portfolio(4).............. 23,000 * 7,800 15,200 *
Putnam Asset Allocation Funds-
Conservative Portfolio(4).......... 4,050 * 1,350 2,700 *
Putnam Asset Allocation Funds-
Growth Portfolio(4)................ 27,350 * 9,150 18,200 *
Putnam OTC & Emerging
Growth Fund(4)..................... 1,293,300 10.9% 904,600 388,700 3.3%
Putnam Variable Trust-Putnam VT
Global Asset Allocation Fund(4).... 6,200 * 2,100 4,100 *
Putnam Voyager Fund II(4)........... 103,660 75,000 28,660
--------- --------- --------- --------- ---------
1,457,660 12.3% 1,000,000 457,660 3.9%
</TABLE>
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* Less than one percent.
(1) Unless otherwise indicated below, the persons named in the table have sole
voting and investment power with respect to all shares beneficially owned
by them, subject to community property laws where applicable.
(2) Applicable percentage of ownership is based on 11,853,935 Common Stock
outstanding on October 31, 1997.
(3) Assumes the sale of all shares offered hereby.
(4) Putnam Investment Management, Inc. ("PIM"), the investment advisor to the
Putnam family of mutual funds, has shared dispositive power over the
shares. PIM is a wholly-owned subsidiary of Putnam Investments, Inc.
("PI"). PI is a subsidiary of Marsh & McLennan Companies, Inc.
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PLAN OF DISTRIBUTION
The shares of Common Stock offered by the Selling Shareholders may be sold
from time to time to purchasers directly by any of the Selling Shareholders
acting as principal for its own account in one or more transactions at a fixed
price, which may be changed, or at varying prices determined at the time of sale
or at negotiated prices. Alternatively, any of the Selling Shareholders may
from time to time offer the Common Stock through underwriters, dealers or agents
who may receive compensation in the form of underwriting discounts, commissions
or concessions from the Selling Shareholders and/or the purchasers of shares for
whom they may act as agent. Sales may be made on the Nasdaq National Market or
in private transactions. In addition to sales of Common Stock pursuant to the
Registration Statement of which this Prospectus is a part, the Selling
Shareholders may sell such Common Stock in compliance with Rule 144 promulgated
under the Act.
The Selling Shareholders and any agents, broker-dealers or underwriters
that participate in the distribution of the Common Stock offered hereby may be
deemed to be underwriters within the meaning of the Act, and any discounts,
commissions or concessions received by them and any profit on the resale of the
Common Stock purchased by them might be deemed to be underwriting discounts and
commissions under the Act.
In order to comply with the securities laws of certain states, if
applicable, the Common Stock may be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Common Stock may not be sold unless it has been registered or qualified for sale
or an exemption from registration or qualification requirements is available and
is complied with.
Pursuant to the Common Stock Purchase Agreement dated September 28, 1997
between the Company and the Selling Shareholders, the Company has agreed to
register the Selling Shareholders' Common Stock under applicable Federal and
state securities laws under certain circumstances and at certain times. The
Company will pay substantially all of the expenses incident to the offering and
sale of the Common Stock to the public, other than commissions, concessions and
discounts of underwriters, dealers or agents. Such expenses (excluding such
commissions and discounts) are estimated to be $40,000. The above-referenced
agreement provides for cross-indemnification of the Selling Shareholders and the
Company to the extent permitted by law, for losses, claims, damages, liabilities
and expenses arising, under certain circumstances, out of any registration of
the Common Stock.
LEGAL MATTERS
The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Cooley Godward LLP, Palo Alto, California.
EXPERTS
The audited financial statements incorporated by reference in this
Prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said report.
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No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus and, if given or made, such other information and representations
must not be relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer or solicitation by anyone in any state
in which such offer or solicitation is not authorized, or in which the person
making such offer or solicitation is not qualified to do so, or to any person to
whom it is unlawful to make such offer or solicitation. The delivery of this
Prospectus at any time does not imply that the information herein is correct as
of any time subsequent to the date hereof.
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TABLE OF CONTENTS
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<CAPTION> Page
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<S> <C>
Available Information................................................................. 2
Incorporation of Certain Documents by Reference....................................... 2
The Company........................................................................... 4
Risk Factors.......................................................................... 4
Use of Proceeds....................................................................... 8
Selling Shareholders.................................................................. 9
Plan of Distribution.................................................................. 10
Legal Matters......................................................................... 10
Experts............................................................................... 10
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