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Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-18271
PROSPECTUS
129,740 SHARES
ASYST TECHNOLOGIES, INC.
COMMON STOCK
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This Prospectus relates to 129,740 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 February 13, 1997 was $27.25 per share.
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THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON
PAGE 4.
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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 $20,000. 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.
February 14, 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, 1996;
(ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 29, 1996;
(iii) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 28, 1996;
(iv) The Company's Quarterly Report on Form 10-Q for the quarter
ended December 28, 1996.
(v) The Company's Proxy Statement for its annual meeting of
stockholders held on September 30, 1996 (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.
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.
2.
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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.
3.
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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, difficulties in achieving or maintaining desired
operating efficiencies and general trends in the 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. For example, during the quarter
ended September 28, 1996, the Company's customers rescheduled $19.0 million
worth of orders to later periods.
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 MINI-ENVIRONMENT TECHNOLOGY BY CUSTOMERS
In fiscal 1996 and for the nine months ended December 28, 1996,
substantially all of the Company's revenues were accounted for by sales of
mini-environment 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 mini-environment systems represents an alternative to the conventional
cleanroom approach utilized by semiconductor manufacturers, the Company's growth
prospects depend in large part upon the acceptance by a broader group of
customers of the Company's mini-environment 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 commitment by the semiconductor
manufacturer. While the Company actively promotes the acceptance of
mini-environment technology and has as customers 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.
4.
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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 30%,
18% and 13% of the Company's net sales during fiscal 1995 and 1996 and for the
nine months ended December 28, 1996, respectively. In addition, 60% of the
Company's backlog at March 31, 1996 was comprised of orders from four customers:
Chartered Semiconductor, Inc., Macronix International, Ltd., Siemens
Microelectronics, GmbH ("Siemens"), and TSMC. Business from the Company's
customers is based primarily on facility upgrade and new facility construction
projects. 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. For example, sales of the Company's products to
International Business Machines Corporation ("IBM"), which accounted for
approximately 44% of the Company's net sales during fiscal 1993, declined to
approximately 3% of the Company's net sales during fiscal 1994 and 5% of the
Company's net sales during fiscal 1995. Although the Company has received new
orders from existing customers, including TSMC, IBM and Siemens, during the
nine months ended December 28, 1996, if additional projects are not initiated
by existing customers, the performance of the Company will depend on securing
business from new customers. 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
such as personal computers. 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
During the last several years the Company has grown significantly 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, and the Company has experienced substantial turnover in
its management ranks. During fiscal 1996, the Company hired a new Chief
Financial Officer. During fiscal 1997 the Company has hired a new Chief
Operating Officer and a President of Asyst Software, Inc. The Company's future
operating results will be dependent in part on its ability to recruit and retain
effective senior managers, to continue to improve its operating and financial
controls and management information systems and to expand, train and manage its
management and employee base.
In addition, the Company relocated its operations to a larger facility
in Fremont, California during calendar 1995 in order to accommodate the
Company's expanded operations and to increase the Company's manufacturing
capacity. During calendar 1996, the Company expanded into an additional
facilities in Fremont, California and in San Jose, California. There can be no
assurance that the Company will be able to manage such changes successfully
5.
<PAGE> 6
or that such moves will not disrupt the Company's operations. Failure to manage
the Company's growth effectively could have a material adverse effect on the
Company.
COMPETITION
The Company currently has only limited 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,
including Jenoptik, GmbH ("Jenoptik"), have begun offering one or more products
that compete with the mini-environment products of the Company. As a result of
competition in the mini-environment systems marketplace, the Company may
encounter competition which could have a negative effect on the Company's
operating results. 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. Asyst Automation, Inc. has several significant
competitors including PRI Automation, Inc. and Daifuku Ltd. who have significant
market share in various market segments and geographical regions.
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. In
addition, Asyst Automation currently obtains its automated transport system from
an OEM supplier. 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 independently developed by others.
6.
<PAGE> 7
There has been substantial litigation regarding patent and other
intellectual property rights in semiconductor related industries. On October 28,
1996, the Company filed a lawsuit in the united States District court for the
Northern district of California against Jenoptik, Emtrak, Inc., Empak, Inc. and
Jenoptik-Infab, Inc. alleging infringement of two U.S. patents related to the
SMART-Traveler system. Jenoptik-Infab and Emtrak have answered and
counterclaimed alleging violation of the anti-trust laws. Further litigation may
be necessary to enforce other 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 55% and 57% of the Company's net sales in fiscal 1996 and
for the nine months ended December 28, 1996, respectively, were attributable to
sales outside the United States, primarily in Taiwan, Europe and Singapore, and
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 general economic conditions. 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.
INTEGRATION OF OPERATIONS
In November 1996, Asyst acquired Radiance Systems Incorporated
("Radiance") pursuant to the Agreement and Plan of Reorganization dated
September 20, 1996 among the Company, Radiance, Radiance Acquisition Inc. and
Sanjeev Sharma, Ashish Chona, Ravi Panja and Girish Gaitonde, as amended (the
"Plan of Reorganization"). If the Company is to realize the anticipated
benefits of this acquisition, the operations of the Company and Radiance must
be integrated and combined efficiently. There can be no assurance that the
integration process will be successful or that the anticipated benefits of
these business combinations will be fully realized. The difficulties of this
integration may be increased by the necessity of integrating personnel with
disparate business backgrounds and combining different corporate cultures.
There can be no assurance that there will not be substantial costs associated
with such activities or that there will not be other material adverse effects
of this integration efforts. Such effects could materially reduce the
short-term earnings of the Company. The Company incurred an acquisition related
charge in its third quarter ending December 28, 1996, of $1.3 million
representing purchased research and development in process. In addition, in
connection with this transaction, Asyst is amortizing $1.8 million (which is
the excess of the purchase price of Radiance over the net assets of Radiance
acquired in this transaction) over three years. Asyst believes this
unamortized balance is realizable. However, if the integration of the
operations of Asyst and Radiance proves to be unsuccessful, Asyst will
accelerate the amortization of these assets. Such effects could further reduce
the short-term earnings of the Company.
DISCONTINUED OPERATION
In January 1996, Asyst announced its plan to close the operations of
its wholly-owned subsidiary, Asyst Automation, Inc. ("AAI"), by September 30,
1997. Asyst estimates that the cost of the closure of AAI will be $8.6
million. However, there can be no assurance that the Company will not incur
additional charges to reflect additional costs associated with this closure.
Such additional charges could further reduce the short-term earnings of the
Company.
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
7.
<PAGE> 8
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 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
November 30, 1996 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>
Ravi Panja(4)....................... 39,787 * 39,787 0 *
Ashish Chona(5)..................... 39,787 * 39,787 0 *
Sanjeev Sharma(6)................... 39,787 * 39,787 0 *
Girish Gaitonde(7).................. 10,379 * 10,379 0 *
</TABLE>
* 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 5,088,212 shares of
Common Stock outstanding on November 30, 1996.
(3) Assumes the sale of all shares offered hereby.
(4) Mr. Panja was a director, President and Chief Executive Officer of
Radiance.
(5) Mr. Chona was a director and Chief Financial Officer of Radiance.
(6) Mr. Sharma was a director and Secretary of Radiance.
(7) Mr. Gaitonde was a director of Radiance.
9.
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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 Plan of Reorganization, 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 $20,000. 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 financial statements incorporated by reference in this prospectus
and elsewhere in the registration statement have been audited by Arthur Andersen
LLP, independent public accountants, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said reports.
10.
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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
Page
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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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11.
