As filed with the Securities and Exchange Commission on ___________, 1999
File No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMTEC, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 52-1989122
(State or other jurisdiction of (I.R.S. Employer Identification)
incorporation or organization)
599 Lexington Avenue
44th Floor
New York, New York 10022
(212) 319-910
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Joseph R. Wright, Jr.
Chairman and Chief Executive Officer
AmTec, Inc.
599 Lexington Avenue
44th Floor
New York, New York 10022
(212) 319-9160
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to public:
From time to time or at one 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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Each Class of Amount to be Maximum Maximum Amount of
Securities to be Registered Registered Offering Price Aggregate Registration Fee
per Share (3) Offering Price
========================================= =================== ================ ================= ===================
<S> <C> <C> <C> <C>
Common Shares,
$0.001 par value (1) 1,600,000 $1.34 $2,144,000 $596.03
Common Shares,
$0.001 Par Value (2) 856,000 $1.34 $1,147,040 $318.88
Total 2,456,000 $1.34 $3,291,040 $914.91
========================================= =================== ================ ================= ===================
</TABLE>
1. Represents the estimated number of shares of Common Stock issuable upon
conversion of the outstanding shares of the registrant's Series G
convertible preferred stock at a conversion price of $1.25.
2. In addition to the estimated number of shares set forth in the table, the
amount to be registered includes a presently indeterminate number of shares
issuable in connection with the payment in kind dividend payable upon
conversion of the convertible securities and the exercise of the warrant as
described herein or otherwise in respect of such securities as such number
may be adjusted as a result of stock splits, stock dividends and
antidilution provisions in accordance with Rule 416.
3. Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and
based on the average of the high and low prices as reported on the American
Stock Exchange of the registrant's common stock on July 29, 1999.
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, as amended, or until the registration statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
================================================================================
<PAGE>
PROSPECTUS
AMTEC, INC.
-------------
2,456,000 Shares of
Common Stock
-------------
The selling securityholder named on page 11 may offer for sale up to
2,456,000 shares of our common stock.
We will not receive any proceeds from the sale of the shares offered.
However, we may receive certain cash consideration in connection with exercises
of the warrants. See "Use of Proceeds."
Our common stock is listed on the American Stock Exchange under the
symbol "ATC." On July 29, 1999, the closing price of the common stock was
$1.3125 per share.
These securities involve a high degree of risk. See "risk factors"
beginning on page 6 of the prospectus. The selling securityholder may sell,
directly or through one or more underwriters, brokers, dealers or agents in one
or more transactions in the market, all or a portion of the securities offered.
Any underwriters, brokers, dealers or agents may receive compensation in the
form of discounts, concessions or commissions from the selling securityholder or
commissions from purchasers of shares for whom they may act as agent. This
compensation may be in excess of those customary in the types of transactions
involved. See "Plan of Distribution."
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Neither the Securities and Exchange Commission ("the Commission" or the
"SEC") nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
<TABLE>
<CAPTION>
Underwriting Proceeds to
Discounts and Selling
Price to Public Commissions Shareholder
--------------- ----------- -----------
(4) (1) (2)
<S> <C> <C> <C>
Per Share..................................................... $1.3125 -0- $1.3125
Total......................................................... $1.3125 -0- $3,223,500
</TABLE>
(5) The price to public, and the resulting proceeds to selling shareholders, is
based on the closing market price of the registrant's common stock on the
American Stock Exchange on July 29, 1999.
(6) Represents total proceeds to selling shareholder, including sale of
warrants.
The date of this Prospectus is August 9, 1999.
3
<PAGE>
TABLE OF CONTENTS
Prospectus Summary ........................................ 5
Risk Factors ........................................ 6
Use of Proceeds ........................................ 10
Selling Security Holder ........................................ 10
Plan of Distribution ........................................ 11
Legal Matters ........................................ 13
Experts ........................................ 13
Where you can obtain
additional information about us ........................................ 13
Incorporation by reference ........................................ 13
4
<PAGE>
PROSPECTUS SUMMARY
We are a company that provides value-added telecommunications services
to and from the Far East and have telecommunications investments in the People's
Republic of China (the "PRC" or "China"). We initially focused our business on
China because of that country's large and rapidly growing need for
telecommunications services and its requirement for foreign capital and
technology to meet that need. We also recognized the opportunity to obtain cash
flow sharing and technical services agreements with operators who hold exclusive
or semi-exclusive communications licenses. Our joint venture in China has such
an agreement with China United Telecommunications, Inc., commonly known as
UNICOM. In our first three years, our joint venture operations have launched six
cellular telephone networks with 38,000 subscribers in the northeastern province
of Hebei, which has a population of approximately 65 million people. We are
using our presence in China to expand to other telecom services and other Far
East markets. We have formed a joint venture with Fusion Telecommunications
International to provide telecom services, both voice and data, to and from
Asia. We have also invested in IXS.NET, Inc. to provide fax services over the
Internet, prepaid credit cards and other Internet Protocol based services. In
addition, we are expanding our joint venture in China to provide Internet
Protocol fax, voice and other services which can be transmitted over digital
telephone lines or the Internet. Developing existing network interests in China
and expanding interests or joint ventures in communications networks in the Far
East are key components of our future business strategy.
We were originally founded as a Colorado corporation on May 10, 1982,
and were reincorporated under the laws of the state of Delaware on July 10,
1996. Since April 1995, we have been engaged in the business of developing
telecommunications networks in the PRC. In January 1996, we sold substantially
all of the assets of ITV Communications, Inc., our former primary operating
subsidiary. On July 8, 1997, we changed our name to "AmTec, Inc." from "AVIC
Group International, Inc." Our principal executive office is located at 599
Lexington Avenue, 44th Floor, New York, New York 10022. Our telephone number is
(212) 319-9160.
The shares being registered consist of:
o 1,600,000 shares of common stock issuable in connection with the
conversion of our currently outstanding shares of Series G
convertible preferred stock, $.001 par value;
o 600,000 shares of common stock issuable upon the exercise of the
outstanding warrant issued by us to the selling securityholder in
connection with the issuance of the Series G preferred shares; and
o 256,000 shares of common stock as the payment in kind interest
payable upon conversion of our Series G preferred shares. The
number of shares of common stock issuable in connection with the
conversion of the Series G preferred shares is subject to
adjustment as the payment in kind interest payable is related to
the holding period of the Series G preferred shares.
5
<PAGE>
RISK FACTORS
These securities are speculative in nature, involve a high degree of
risk, and should not be purchased by anyone who cannot afford the loss of his
entire investment. Prior to making an investment decision with respect to these
securities, you should carefully consider, along with the other matters
discussed in this prospectus, the following risk factors:
We have no revenues or profits. To date, AmTec, Inc.'s current
operations have not generated any revenue. We have experienced net losses of
$5,579,444 and $5,403,368 during the fiscal years ended March 31, 1999 and 1998,
respectively. We do not expect to achieve profitability during the current
fiscal year. Our ability to achieve profitability depends upon numerous factors,
including the operations of our joint venture projects and our ability to
finance, develop and implement our telecommunications projects. We cannot assure
you that we will achieve profitability in any future period.
Our legal ability to operate in the China telecommunications market is
uncertain. Current PRC regulations prohibit foreign investors and foreign
invested enterprises from operating or participating in the operation of
telecommunications networks in China. The relevant PRC laws and regulations do
not define what constitutes foreign operations or participation in operations.
It is not clear what rights or actions would violate such laws and regulations.
Based on the advice of our Chinese legal counsel, we have structured our
investments in China by establishing Chinese-foreign joint ventures in the PRC
to provide financing and consultancy services to licensed telecommunications
operators. For example, we have utilized the commonly-known
Chinese-Chinese-Foreign structure. We understand that the PRC government
instructed UNICOM not to use the Chinese-Chinese-Foreign structure in the future
and that the PRC government is examining and evaluating the existing
Chinese-Chinese- Foreign contracts. UNICOM may be required to terminate or amend
its existing Chinese- Chinese-Foreign contracts. Foreign entities involved in
the Chinese-Chinese-Foreign structures may be required to divest themselves of
all or part of their respective interests in the Chinese-foreign joint venture
companies or to terminate their contractual arrangements with UNICOM. If UNICOM
in fact take these actions, it will have a material adverse impact on the
contracts entered into by Hebei Engineering and by us which utilize the
Chinese-Chinese-Foreign structure. These developments could have a material
adverse effect on our business, financial condition and results of operations.
We operate exclusively through joint ventures with third parties. Our
primary corporate asset is a 70% interest in a joint venture with a wholly owned
subsidiary of the Electronics Industry Department of Hebei province. This joint
venture holds a 51% interest in a second joint venture with NTT International
and Itochu Corp. Because we do not have majority voting rights in each joint
venture, we cannot completely control or direct the operation of either entity.
In addition, our ability to derive revenues from each joint venture depends upon
our ability to receive distributions, so it is possible that we may receive
little or no revenue from either joint venture. To date, AmTec, Inc. has not
received any revenue from either joint venture. Also, our rights with respect to
the joint venture parties are contractual only and we may not be able to enforce
those contractual rights in negotiation, arbitration or litigation.
The market for our common stock is highly volatile. There may be no
regular trading market for our common stock. The market price for our common
stock may be significantly affected by such factors as our financial
performance, the market price of our competitors' stock, or market conditions in
general. Our common stock price has been volatile. During the past 12 months,
our common stock has traded in a range between $0.8125 per share and $2.25 per
share. As of July 29, 1999, the closing price of our common stock on the
American Stock Exchange was
6
<PAGE>
$1.3125. These wide price fluctuations are not necessarily related to the
operating performance of our company.
Our joint venture operations face severe competition. The network
operator for our joint venture in China, UNICOM, currently faces competition
from China Telecom. China Telecom has greater financial resources, scientific
and marketing personnel and facilities, and substantially more experience in
operating cellular telephone networks. China Telecom is the operating
organization of the former Ministry of Posts and Telecommunications ("MPT"),
which was the telecommunications policy-setting and regulatory arm of the
Chinese government. China Telecom has a dominant market share in all sectors of
telecommunications in China, and already has established a fixed-wire network in
the country.
Although the MPT has been abolished and succeeded by the Ministry of
Information Industry, the new possible regulatory structure for
telecommunications operations in China may make it impossible for us or our
joint ventures to operate in China or in Hebei province.
In addition, new competitors may enter the market. These competitors
include the People's Liberation Army and China Telecom which, through their
joint venture Great Wall Communications Group, is offering Code Division
Multiple Access cellular service. In addition, UNICOM, or others may become
licensed to provide Code Division Multiple Access service in the future. New
competitors offering cellular service will materially adversely affect our
business. At present four small commercial Code Division Multiple Access
cellular trial networks are being tested by Great Wall Communications Group in
China. Although none of these commercial trial networks are in Hebei, Great Wall
Communications Group may enter the Hebei market in the future.
We may be adversely affected by PRC foreign exchange controls. The PRC
government imposes control over its foreign currency reserves, in part through
direct regulation of the conversion of renminbi, the legal tender currency of
the PRC, into foreign exchange and through restrictions on foreign trade.
UNICOM's revenues are denominated in renminbi. Our joint ventures will
consequently receive all of our joint venture distributions in renminbi, which
is freely convertible only for current accounts. We will need the approval of
the State Administration of Foreign Exchange to convert renminbi for foreign
currencies.
We believe that our Sino-foreign joint venture will be able to obtain
all required approvals for the conversion and remittance abroad of foreign
currency. However, such approvals do not guarantee the availability of foreign
currency and we cannot assure you that we will be able to convert sufficient
amounts of foreign currencies in the PRC's foreign exchange markets in the
future at acceptable rates.
Although the renminbi to US dollar exchange rate has been relatively
stable since January 1, 1994, exchange rates may again become volatile. During
late 1997 and early 1998, there were a number of currency devaluations in Asia
and unstable and volatile capital markets and foreign exchange markets. The PRC
has not devalued the renminbi. However, the renminbi may be devalued in the
future.
7
<PAGE>
Political risks in China may adversely affect our business operations.
The PRC has been a socialist state since 1949 and is controlled by the Communist
Party of China. Changes in the political leadership of the PRC may have a
significant effect on laws and policies related to the current economic reforms
program. These changes may also affect other policies affecting business and the
general political, economic and social environment in the PRC, including the
introduction of measures to control inflation, changes in the rate or method of
taxation and imposition of additional restrictions on currency conversion,
remittances abroad and foreign investment. These effects could substantially
impair our business, profits or prospects in China. In addition, economic
reforms and growth in the PRC have been more successful in certain provinces
than in others. The continuation or increases of such disparities could affect
the political or social stability of the PRC.
Inflation and deflation may adversely affect our operations. In recent
years, the Chinese economy has experienced periods of rapid expansion and high
rates of inflation, which have led the PRC government to adopt various
corrective measures designed to restrict the availability of credit or regulate
growth and contain inflation. While inflation has moderated since 1995, future
inflation may cause the PRC government to impose controls on credit and/or
prices, or to take other action which could inhibit economic activity in China.
Any of these controls could adversely affect our intended business operations in
the PRC. Potential high rates of inflation and any PRC anti-inflation policies
adopted in the future may a material adverse effect on our liquidity and
business operations.
In addition to the risks of inflation, China has an additional risk of
protracted deflation. As a fast growing economy that is in the process of
changing from a centrally planned economy to a market economy, there is a rapid
restructuring of state owned enterprises with consequent unemployment. As a
result, many Chinese either have lost their jobs, know of friends or relatives
who have lost their jobs, or are afraid of losing their jobs. As a consequence,
they have not been spending their disposable income, but have been saving it
instead. This has resulted in aggregate consumer demand dropping and as a result
absolute consumer prices have been declining for over a year. Other Chinese
consumers seeing falling prices have deferred purchasing consumer goods in
anticipation of even further decreases in prices in the future.
This downward cycle in consumer prices has resulted in China suffering
from nationwide deflation during the last eighteen months. Savings have been
rising at abnormally high rates, and spending on all classes of goods have been
falling with no decrease in sight. If the Chinese economy were to continue in a
deflationary cycle it could have a material adverse affect on our investment in
China.
Governmental control over the economy may adversely affect our
operations. The PRC only recently has permitted greater provincial and local
economic autonomy and private economic activities. The government of the PRC has
exercised and continues to exercise substantial control over virtually every
sector of the Chinese economy through regulation and state ownership.
Accordingly, government actions in the future, including any decision not to
support recent economic reforms and to return to a more centrally planned
economy or regional or local variations in the implementation of economic
policies, could have a significant effect on economic conditions in the PRC or
particular regions of China. These government actions could require us to divest
the interests we hold in Chinese properties or joint ventures. Any such
developments could have a material adverse effect on our business prospects.
Technological advances may make our operations obsolete. The market in
the telecommunications industry is characterized by rapidly changing technology.
Technologies developed by others may render obsolete or otherwise significantly
diminish the value of the business operations of the joint ventures in which we
participate.
8
<PAGE>
Conversions of outstanding options, warrants, and preferred stock will
dilute your interest. As of June 30, 1999, we had 14,142,116 shares of common
stock reserved for issuance upon the exercise of granted or issued stock options
and warrants. There are outstanding options to purchase 9,945,602 shares of
common stock and outstanding warrants to purchase 4,196,514 shares of common
stock, which are currently exercisable at exercise prices ranging from $0.35 to
$9.27 per share. We have reserved additional shares of common stock for issuance
upon the exercise of options. These options are available for future grant under
our stock option plans and upon the conversion of certain outstanding shares or
preferred stock. Because we anticipate that the trading price of common stock at
the time of exercise of any such options or warrants will exceed the exercise
price, this exercise would have a dilutive effect on our stockholders. Because
the number of shares of common stock issuable upon the conversion of shares of
our Series E preferred shares is based on the average trading price during the
five day period immediately preceding the conversion or a fixed conversion price
of $1.106875, such conversion may have a dilutive effect on our stockholders.
You should not expect to receive dividends on our common stock. We have
paid no dividends on our common stock to date and we have no plans for paying
dividends on the common stock in the foreseeable future. We have certain
obligations to pay dividends in kind, which are to be paid in common stock to
holders of the Series E and Series G preferred shares. Except for the dividends
in kind which we will pay on the shares of issued and outstanding preferred
stock and other preferred stock that may be issued in the future that require
dividends, we intend to retain any earnings to pay for the expansion of our
business.
Future sales of shares may adversely affect the market price. We may
offer and sell common shares from time to time. Future sales of shares of common
stock by us and our stockholders could materially adversely affect the
prevailing market price of the common stock. Pursuant to our certificate of
incorporation, we have the authority to issue 67,984,532 additional shares of
common stock and 9,999,950 additional shares of preferred stock. Issuing these
shares could result in a material dilution of the voting power and other rights
of the currently issued and outstanding shares of common stock.
You may be adversely affected by future issuances of preferred stock.
Our certificate of incorporation authorizes the issuance of up to 10,000,000
shares of preferred stock with such designation, powers, rights and preferences
as our board of directors may determine, without stockholder approval. Of such
shares, our board of directors can designate and issue 9,999,950. If we issue
additional series of preferred stock, this preferred stock could have voting,
liquidation, dividend and other rights superior to the rights of our outstanding
stock and could be utilized, under certain circumstances, to discourage, delay
or prevent a change in our control.
Our charter provisions deter takeovers. Our certificate of
incorporation includes certain provisions which are intended to protect our
stockholders by making it more difficult for a person to obtain control without
the cooperation of our management. These provisions include certain
super-majority requirements to amend our certificate of incorporation and
bylaws. The inclusion of such provisions in the certificate of incorporation may
delay, deter or prevent a takeover of our company which the stockholders may
consider to be in their best interests. These anti-takeover provisions may
therefore deprive holders of our securities of opportunities to sell or
otherwise dispose of their securities at above-market prices, or limit the
ability of stockholders to remove incumbent directors as readily as the
stockholders may consider to be in their best interests.
9
<PAGE>
The Year 2000 problem could disrupt our business. The "Year 2000"
problem is the result of computer programs being written using two digits,
rather than four digits, to define the applicable year. Any of the programs used
in our operations that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. We have instituted a thorough
program to identify these computer programs. We believe we have modified or
replaced key financial information and operational systems so that they will
function properly in the year 2000. We have assessed the remaining financial and
operational systems, and we have developed and implemented detailed plans to
make the necessary modifications to ensure Year 2000 compliance. We do not
expect the financial impact of making the required system changes for Year 2000
compliance to have any material effect on our financial statements.
Although we have not identified any material non-compliant systems
operated by us, or in our control, or of third parties, we may still encounter a
systems failure beyond our ability to remedy. Such a failure could prevent us
from operating our business. We believe that such a failure could lead to lost
revenues, increased operating costs, or other business interruptions of a
material nature.
USE OF PROCEEDS
We will not receive any proceeds from the sale by the selling
securityholder of any of the shares offered hereby. We will pay all of the costs
of this offering.
We may receive cash consideration in connection with an exercise of the
warrant issued to the selling securityholder. We intend to use any cash proceeds
that we may receive in connection with any exercise for financing
telecommunications networks in the PRC and for working capital purposes.
SELLING SECURITYHOLDER
On March 16, 1999, we originally issued and sold the Series G preferred
shares and the warrants to the selling securityholder in a transaction exempt
from the registration requirements of the Securities Act pursuant to Regulation
D of the Securities Act. The selling securityholder (which term includes its
transferees, pledgees, donees or their successors) may from time to time offer
and sell pursuant to this prospectus any or all of its shares.
The Series G transaction consisted of the sale of 20 Series G preferred
shares with a face value of $100,000 per share, at a fixed conversion rate of
$1.25, representing the market price of our common stock on the day preceding
the closing of the transaction. We also sold to the selling security holder a
warrant for 600,000 shares of our common stock, exercisable at an exercise price
of $1.25. The aggregate purchase price of the Series G transaction was
$2,000,000.
The following table sets forth information with respect to the selling
securityholder, the respective shares of common stock, issuable upon conversion
of the Series G preferred shares and upon the exercise of the warrants, and
other shares of common stock beneficially owned by the selling securityholder.
Except as otherwise disclosed, the selling securityholder does not have and
within the past three years has not had any position, office or other material
relationship with us or any of our predecessors or affiliates. Because the
selling securityholder may offer all or some portion of the shares pursuant to
this prospectus, we cannot give an estimate as to the number of shares that the
selling securityholder will hold upon termination of any these sales. In
addition, the selling securityholder identified below may have sold, transferred
or otherwise
10
<PAGE>
disposed of all or a portion of its shares since the date on which it provided
the information to us regarding its shares, in transactions exempt from the
registration requirements of the Securities Act.
<TABLE>
<CAPTION>
Percentage of
Number of Number of Shares Shares
Shares Beneficially Owned Beneficially
Beneficially Number of Shares Offered Owned
Owned Offered After Offering After Offering
Selling Securityholder (1) (2), (4) (1), (3) (1), (3)
- ---------------------- --- -------- -------- --------
<S> <C> <C> <C> <C>
Communications
Investors Group 3,357,720 2,456,000 901,720 2.8%
</TABLE>
- ----------------------
(1) Except as otherwise noted, we determine beneficial ownership in accordance
with Rule 13d-3(d) promulgated by the Commission under the Securities and
Exchange Act of 1934, as amended. We treat shares of common stock issuable
pursuant to options, warrants and convertible securities, to the extent
these securities are currently exercisable or convertible within 60 days of
March 31, 1999, as outstanding for computing the percentage of the person
holding such securities. We do not treat these shares as outstanding for
computing the percentage of any other person. Unless otherwise noted, each
identified person or group possesses sole voting and investment power with
respect to shares, subject to community property laws where applicable. We
treat shares not outstanding but deemed beneficially owned by virtue of the
right of a person or group to acquire them within 60 days as outstanding
only to determine the number and percent owned by such person or group. This
includes shares of common stock issuable upon conversion of such selling
securityholder's Series G preferred shares based on a fixed conversion price
of $1.25 and upon exercise of warrants held by such selling stockholder.
(2) Represents shares of common stock issuable upon conversion of such selling
securityholder's Series G preferred shares based on a fixed conversion price
of $1.25 and upon exercise of warrants held by such selling stockholder.
(3) Assuming that all shares offered here are sold but no other securities held
by the selling securityholder are sold.
(4) Includes 1,600,000 shares of common stock issuable upon the conversion of 20
Series G preferred shares. Also includes 600,000 shares of common stock
issuable upon the exercise of the warrant, which is exercisable prior to
March 16, 2004. Also includes 256,000 shares of common stock issuable as
payment in kind dividend upon conversion of the 20 Series G preferred
shares, assuming a conversion date of March 15, 2001.
PLAN OF DISTRIBUTION
The selling securityholder has advised us that it may sell the shares
offered here to purchasers directly. Alternatively, the selling securityholder
may offer the shares to or through underwriters, brokers/dealers or agents, who
may receive compensation in the form of underwriting discounts, concessions or
commissions from the selling securityholder or the purchasers of shares for whom
they may act as agents. The selling securityholder and any underwriters,
brokers/dealers or agents that participate in the distribution of the shares may
be deemed to be "underwriters" within the meaning of the Securities Act. Any
profit realized by them on the sale of such shares and any discounts,
commissions, concessions or other compensation received by any underwriter,
broker/dealer or agent may be deemed to be underwriting discounts and
commissions under the Securities Act.
The selling securityholder has advised us that it may sell the shares
in one or more transactions:
o at fixed prices;
o at market prices prevailing at the time of sale;
o at prices related to prevailing market prices; and/or
o at varying prices determined at the time of sale or at negotiated prices.
11
<PAGE>
The sale of shares may be effected in transactions (which may involve
crosses or block transactions):
o on any national securities exchange or quotation service on which the
shares may be listed or quoted at the time of sale;
o in the over-the-counter market;
o in transactions otherwise than on such exchanges or in the
over-the-counter market; or
o through the writing of options.
At the time a particular offering of shares is made, we will distribute
a supplement to this prospectus, if required, which will set forth:
o the aggregate amount and type of shares being offered;
o the terms of the offering, including the name or names of any
underwriters, brokers/dealers or agents;
o any discounts, commissions and other terms constituting compensation from
the selling securityholder; and
o any discounts, commissions or concessions allowed or reallowed to be paid
to broker/dealers.
To comply with the securities laws of certain jurisdictions, if
applicable, we will offer or sell the shares in such jurisdictions only through
registered or licensed brokers or dealers. The selling securityholder may sell
the security directly or through one or more underwriters, brokers, dealers or
agents. Any underwriters, brokers, dealers or agents may receive compensation in
the form of discounts, concessions or commissions from the selling
securityholder or commissions from purchasers of shares for whom they may act as
agent. This compensation may be in excess of that customary in the types of
transactions involved.The selling securityholder and any brokers, dealers or
agents that participate in the distribution of the shares may be deemed to be
underwriters. Any profit on the sale of shares by them and any discounts,
concessions or commissions received by any underwriters, brokers, dealers or
agents may be deemed to be underwriting discounts and commissions under the
Securities Act of 1933, as amended (the "Securities Act"). In addition, in
certain jurisdictions we may not offer or sell the shares unless the shares have
been registered or qualified for sale in such jurisdictions or an exemption from
registration or qualification is available and complied with.
Pursuant to the registration rights agreement, dated March 16, 1999,
among us and the selling securityholder, we will pay all expenses of the
registration of the shares, including, without limitation, commission filing
fees and expenses of compliance with state securities or "blue sky" laws;
provided, however, that the selling securityholder will pay all underwriting
discounts and selling commissions, if any. We will indemnify the selling
securityholder against certain civil liabilities, including certain liabilities
under the Securities Act, or it will be entitled to the appropriate
contribution.
The offering price of the Series G preferred shares was based on the
closing price of our common stock on the American Stock Exchange on March 15,
1999, the day preceding the closing.
LEGAL MATTERS
Paul, Weiss, Rifkind, Wharton & Garrison has passed upon specific legal
matters with respect to the securities.
12
<PAGE>
EXPERTS
The financial statements as of March 31, 1999 and 1998 and for each of
the three years in the period ended March 31, 1999 included and incorporated by
reference in this prospectus have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, which are included and
incorporated by reference herein, and have been so included and incorporated in
reliance upon the reports of such firm given upon their authority as experts in
accounting and auditing.
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy the materials we file with the Commission at the Commission's public
reference room at 450 Fifth Street, N.W. Washington D.C. 20549 and at the
Commission's regional offices in Chicago, Illinois and New York, New York.
Please call the Commission at 1-800-SEC-0330 for further information on the
operation of the public reference rooms. The Commission also maintains an
Internet site that contains reports, proxy and information statements and other
information regarding issuers that file with the Commission, including us. The
site's address is http://www.sec.gov. You can request copies of those documents,
upon payment of a duplicating fee, by writing to the Commission.
INCORPORATION BY REFERENCE
The Commission allows us to "incorporate by reference" in this
prospectus other information we file with them, which means that we can disclose
important information to you by referring you to those documents. This
prospectus incorporates important business and financial information about us
that is not included in or delivered with this prospectus. The information that
we file later with the SEC will automatically update and supersede the
information included in and incorporated by reference in this prospectus. We
incorporate by reference the documents listed below and any future filings made
with the Commission under Sections 13(a), 13 (c), 14, or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), until we sell all the securities
offered by this prospectus:
(5) our annual report on Form 10-K for the year ended March 31, 1999,
filed with the Commission on July 14, 1999; and
(6) the description of our common stock set forth in our registration
statement on Form 8-A, filed with the Commission on November 19,
1996, as amended.
We have filed each of these documents with the Commission and they are
available from the Commission's Internet site and public reference rooms
described under "Where you can obtain additional available information about us"
above. You may also request a copy of these filings, at no cost, by writing or
calling us at the following address:
R.T. McNamar
President and Chief Operating Officer
AmTec, Inc.
599 Lexington Avenue, 44th Floor
New York, New York 10022
Telephone requests may be directed to Karin-Joyce Tjon at 212-319-9160.
<PAGE>
2,456,000 Shares
AMTEC, INC.
COMMON STOCK
PROSPECTUS
August 6, 1999
- --------------------------------------------------------------------------------
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this prospectus and, if given or made, any information and representations must
not be relied upon as having been authorized. This prospectus does not
constitute an offer to sell or the solicitation of an offer to buy any
securities other than the securities to which it relates or an offer to sell or
the solicitation of an offer to buy these securities in any circumstances in
which this offer or solicitation is unlawful. Neither the delivery of this
prospectus nor any sale made under this prospectus shall, under any
circumstances, create any implication that there has been no change in our
affairs since the date of this prospectus or that the information contained in
this prospectus is correct as of any time subsequent to its date.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
We estimate that expenses in connection with the distribution described
in this registration statement will be as follows. All expenses incurred with
respect to the distribution will be paid
14
<PAGE>
by us, and such amounts, with the exception of the Securities and Exchange
Commission registration fees, are estimates.
SEC registration fee.............................................$ 914.91
American Stock Exchange..........................................$ 17,500.00
Accounting fees and expenses.....................................$ 3,000.00
Legal fees and expenses..........................................$ 23,720.00
Printing and engraving expenses..................................$ 100.00
Miscellaneous....................................................$ 100.00
Total...............................................$ 45,334.91
Item 15. Indemnification of Directors and Officers
Pursuant to Section 102(b)(7) of the General Corporation Law of the
State of Delaware, our certificate of incorporation eliminates the liability of
our directors to us or our stockholders, except for liabilities related to
breach of duty of loyalty, actions not in good faith, and certain other
liabilities.
Our certificate of incorporation, and bylaws provide for the
indemnification of directors and officers to the fullest extent permitted by the
General Corporate Law.
Section 145 of the General Corporate Law authorizes indemnification
when a person is made a party to any proceeding by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation or
was serving as a director, officer, employee or agent of another enterprise, at
the request of the corporation, and if such person acted in good faith and in a
manner reasonably believed by him or her to be in, or not opposed to, the best
interests of the corporation. With respect to any criminal proceeding, such
person must have had no reasonable cause to believe that his or her conduct was
unlawful. If it is determined that the conduct of such person meets these
standards, he or she may be indemnified for expenses incurred and amounts paid
in such proceeding if actually and reasonably incurred by him or her in
connection therewith.
If such a proceeding is brought by or on behalf of the corporation
(i.e., a derivative suit), such person may be indemnified against expenses
actually and reasonably incurred if he or she acted in good faith and in a
manner reasonably believed by him or her to be in, or not opposed to, the best
interests of the corporation. There can be no indemnification with respect to
any matter as to which such person is adjudged to he liable to the corporation;
however, a court may, even in such case, allow such indemnification to such
person for such expenses as the court deems proper. Where such person is
successful in any such proceeding, he or she is entitled to be indemnified
against expenses actually and reasonably incurred by him or her. In all other
cases, indemnification is made by the corporation upon determination by it that
indemnification of such person is proper because such person has met the
applicable standard of conduct.
In addition, we have adopted a form of indemnification agreement which
provides the indemnitee with the maximum indemnification allowed under
applicable law. As of March 31, 1999, we have not entered into indemnification
agreements with any of our directors, officers, employees or consultants. Since
the Delaware statute is non-exclusive, it is possible that certain claims beyond
the scope of the statute may be indemnifiable. The indemnification agreement
provides a scheme of indemnification which may be broader than that specifically
provided by Delaware law. It has not yet been determined, however, to what
extent the indemnification expressly permitted by Delaware law may be expanded,
and therefore the scope of indemnification provided by the indemnification
agreements may be subject to future judicial interpretation.
15
<PAGE>
The indemnification agreement provides, in pertinent part, that we
shall indemnify an indemnitee who is or was a party or is threatened, pending or
completed action or proceeding whether civil, criminal, administrative or
investigative by reason of the fact that the indemnitee is or was our director,
officer, key employee or agent. We shall advance all expenses, judgments, fines,
penalties and amounts paid in settlement (including taxes imposed on indemnitee
on account of receipt of such payouts) incurred by the indemnitee in connection
with the investigation, defense, settlement or appeal of any civil or criminal
action or proceeding as described above. The indemnitee shall repay such amounts
advanced only if it shall be ultimately determined that he or she is not
entitled to be indemnified by us. The advances paid to the indemnitee by us
shall be delivered within 20 days following a written request by the indemnitee.
Any award of indemnification to an indemnitee, if not covered by insurance,
would come directly from our assets, thereby affecting a stockholder's
investment.
We have obtained directors' and officers' liability insurance with an
aggregate liability for the policy year, inclusive of costs of defense, in the
amount of $3,000,000.
The registration rights agreement between us and the selling
securityholder provide that we shall indemnify such selling securityholder, and
such selling securityholder shall indemnify us and our officers and directors,
for certain liabilities, including certain liabilities under the Securities Act.
Item 16. Exhibits
The following exhibits, which are furnished with this registration
statement or incorporated by reference, are filed as part of this registration
statement:
3.1(1) Restated Certificate of Incorporation of the Registrant
3.2(2) Restated Bylaws of the Registrant
3.3(3) Certificate of Ownership and Merger merging China
Telecommunications and Technologies, Inc. into the Company
4.1(3) Form of common stock certificate
4.2(4) Certificate of designation of preferences of Series G
convertible preferred stock
4.3(5) Certificate of designation of preferences of Series E
convertible preferred stock
4.4 Warrant agreement of Series G preferred stock
5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison
23.1 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (contained in Part II)
- -------------------------
(1) Previously filed as an exhibit to our current report on Form 8-K dated March
6, 1997, which exhibit is incorporated by reference.
(2) Previously filed on Form 8-K in May 1996.
(3) Previously filed as an exhibit to our annual report on Form 10-KSB for the
fiscal year ended March 31, 1997, which is incorporated by reference.
(4) Previously filed as an exhibit to our annual report on Form 10-K for the
fiscal year ended March 31, 1999, which is incorporated by reference.
(5) Previously filed as an exhibit to our quarterly report on Form 10-Q/A dated
September 30, 1997.
16
<PAGE>
Item 17. Undertakings
(a) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of
the 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.
(b) The undersigned registrant hereby undertakes 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 Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective amendment to
this Registration Statement.
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement; provided, however, that (i) and (ii) do not
apply if the Registration Statement is on Form S-3, and the information
required to be included in a post-effective amendment is contained in
periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) 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.
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of New York, State of New York, on August 9, 1999.
AMTEC, INC.
By: /s/ JOSEPH R. WRIGHT, JR.
-------------------------
Joseph R. Wright, Jr.
Chairman of the Board
Chief Executive Officer
18
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Joseph R.
Wright, Jr. his true and lawful attorney-in-fact with the authority to execute
in the name of each such person, and to file with the Securities and Exchange
Commission, together with any exhibits thereto and other documents therewith,
any and all amendments (including without limitation post-effective amendments)
to this registration statement necessary or advisable to enable the registrant
to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, which amendments may make such other changes in the
registration statement as the aforesaid attorney-in-fact executing the same
deems appropriate.
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:
SIGNATURE TITLE
- --------- -----
/s/ Joseph R. Wright, Jr. Chairman of the Board, Chief Executive Officer
- ------------------------- (Principal Executive)
Joseph R. Wright, Jr.
Dated: 8/6/99
/s/ Richard T. McNamar President, Chief Operating Officer
- ----------------------
Richard T. McNamar
Dated: 8/6/99
/s/ James R. Lilley Director
- -------------------
James R. Lilley
Dated: 8/9/99
/s/ Michael H. Wilson Director
- ---------------------
Michael H. Wilson
Dated: 8/4/99
/s/ Marvin S. Rosen Director
- -------------------
Marvin S. Rosen
Dated: 8/9/99
19
<PAGE>
/s/ Richard S. Braddock Director
- -----------------------
Richard S. Braddock
Dated: 8/4/99
/s/ Karin-Joyce Tjon Vice President - Finance
- --------------------
Karin-Joyce Tjon
Dated: 8/6/99
/s/ Wilfred Chow Controller & Treasurer
- ----------------
Wilfred Chow
Dated: 8/6/99
20
<PAGE>
EXHIBIT INDEX
EXHIBITS
--------
3.1(1) Restated Certificate of Incorporation of the Registrant
3.2(2) Restated Bylaws of the Registrant
3.3(3) Certificate of Ownership and Merger merging China
Telecommunications and Technologies, Inc. into the Company
4.1(3) Form of common stock certificate
4.2(4) Certificate of designation of preferences of Series G
convertible preferred stock
4.3(5) Certificate of designation of preferences of Series E
convertible preferred stock
4.4 Warrant agreement of Series G preferred stock
5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison
23.1 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (contained in Part II)
- -------------------------
(1) Previously filed as an exhibit to our current report on Form 8-K dated March
6, 1997, which exhibit is incorporated by reference.
(2) Previously filed on Form 8-K in May 1996.
(3) Previously filed as an exhibit to our annual report on Form 10-KSB for the
fiscal year ended March 31, 1997, which is incorporated by reference.
(4) Previously filed as an exhibit to our annual report on Form 10-K for the
fiscal year ended March 31, 1999, which is incorporated by reference.
(5) Previously filed as an exhibit to our quarterly report on Form 10-Q/A dated
September 30, 1997.
21
Exhibit 4.6
NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL EITHER (i) A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS
AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
Warrant to Purchase Common Stock
of
AMTEC, INC.
THIS CERTIFIES that COMMUNICATIONS INVESTORS GROUP, a Florida General
Partnership ("Holder"), or any subsequent holder hereof, has the right to
purchase from AMTEC, INC., a Delaware corporation (the "Company"), not more than
600,000 (the "Exercise Amount") validly issued, fully paid and nonassessable
shares of the Company's Common Stock, $0.001 par value ("Common Stock"), at the
exercise price defined below (the "Exercise Price"), at any time on or before
5:00 p.m., March 31, 2004 (the "Expiration Date", which is the fifth anniversary
of the Closing Date). This Warrant is issued pursuant to that certain
Subscription Agreement between the Company and the original Holder dated as of
March 15, 1999 (the "Subscription Agreement"). The holder of this Warrant agrees
with the Company that this Warrant is issued and all rights hereunder shall be
held, subject to all of the conditions, limitations and provisions set forth
herein.
1. Definitions. For purposes of this Warrant:
"Closing Date" means the date of the closing of the purchase of the Warrant
pursuant to the Subscription Agreement.
"Exercise Price" shall be equal to the Conversion Price of the Shares as set
forth in the Certificate of Designation of Preferences, subject to adjustment as
described in Section 5.
2. Exercise of Warrant. This Warrant may be exercised at any time or from time
to time on or before the Expiration Date to the extent of the then applicable
Exercise Amount upon surrender of this Warrant, with the Exercise Form attached
hereto as Exhibit B, duly executed, together with the full Exercise Price for
each share of Common Stock as to which this Warrant is exercised, at the office
of the Company, or at such other office or agency as the Company may designate
in writing, by overnight mail, with an advance copy of the Exercise Form by
facsimile (such surrender and payment hereinafter called the "Exercise"). The
"Date of Exercise" of the Warrant shall be defined as the date that a copy of
the Exercise Form is sent by facsimile to the Company, provided that the
original Warrant and Exercise Form are received by the Company within five (5)
business days thereafter. This Warrant shall be canceled upon, but only to the
extent of, its Exercise. As soon as practical thereafter, but no later than
three (3) business days
- --------------------------------------------------------------------------------
AmTec, Inc. 1 Series G Convertible Preferred Stock
<PAGE>
thereafter, the holder hereof shall be entitled to receive a certificate or
certificates for the number of shares of Common Stock purchased upon such
Exercise and (if applicable) a new Warrant or Warrants (containing terms
identical to this Warrant) representing any unexercised portion of this Warrant.
Each person in whose name any certificate for shares of Common Stock is issued
shall, for all purposes, be deemed to have become the holder of record of such
shares on the date the Company or Transfer Agent dispatches such Common Stock or
no later than the third business day after receipt of the original Warrant
irrespective of the date of delivery of such certificate. Nothing in this
Warrant shall be construed as conferring upon the holder hereof any rights as a
shareholder of the Company prior to Exercise.
3. Payment of Exercise Price. Payment of the Exercise Price may be made by cash,
certified check or cashier's check or wire transfer to the Company.
4. Transfer and Registration. Subject to the provisions of Section 8 of this
Warrant, this Warrant may be transferred on the books of the Company, wholly or
in part, upon surrender of this Warrant properly endorsed, with signature
guaranteed. This Warrant shall be canceled upon such surrender and, as soon as
practicable thereafter, the person to whom such transfer is made shall be
entitled to receive a new Warrant or Warrants as to the portion of this Warrant
transferred, and the holder of this Warrant shall be entitled to receive a new
Warrant or Warrants as to the portion hereof retained.
5. Anti-Dilution Adjustments.
(a) In the event the Company shall at any time undergo a stock split, stock
dividend or other combination or subdivision that does not involve payment of
consideration for such shares, the Exercise Price in effect immediately prior to
such change shall be proportionately decreased and the number of shares of
Common Stock purchasable upon the exercise of the Warrant immediately prior to
such subdivision shall be proportionately increased. In the event the Company
shall at any time combine its outstanding Common Stock, the Exercise Price in
effect immediately prior to such combination shall be proportionately increased
and the number of shares of Common Stock purchasable upon the exercise of the
Warrant immediately prior to such combination shall be proportionately
decreased. Any adjustment shall become effective at the close of business on the
date that such subdivision or combination shall become effective.
(b) If the Company shall at any time effect a recapitalization or
reclassification of such character that the shares of Common Stock shall be
changed into or become exchangeable for a larger or smaller number of shares,
then upon the effective date thereof, the number of shares of Common Stock which
the holder hereof shall be entitled to purchase upon Exercise of this Warrant
shall be increased or decreased, as the case may be, in direct proportion to the
increase or decrease in the number of shares of Common Stock by reason of such
recapitalization or reclassification, and the Exercise Price shall be, in the
case of an increase in the number of shares, proportionately decreased and, in
the case of a decrease in the number of shares, proportionally increased.
(c) If the Company shall at any time consolidate or merge with any other
corporation or transfer all or substantially all of its assets, then the Company
shall deliver written notice to the Holder of such merger, consolidation or sale
of assets at least thirty (30) days prior to the closing
- --------------------------------------------------------------------------------
AmTec, Inc. 2 Series G Convertible Preferred Stock
<PAGE>
of such merger, consolidation or sale of assets
and this Warrant shall terminate and expire immediately prior to the closing of
such merger, consolidation or sale of assets.
(d) No adjustment to the Exercise Price shall be made unless such adjustment
would change the Exercise Price at the time by $.01 or more; provided, however,
that all adjustments not so made shall be deferred and made when the aggregate
thereof would change the Exercise Price at the time by $.01 or more. No
adjustment made pursuant to any provision of this Section 5 shall have the
effect of increasing the total consideration payable upon Exercise of this
Warrant in respect of all the Common Stock as to which this Warrant may be
exercised.
(e) In the event that any time, as a result of an adjustment made pursuant to
this Section 5, the holder of this Warrant shall, upon Exercise of this Warrant,
become entitled to receive shares and/or other securities or assets (other than
Common Stock) then, wherever appropriate, all references herein to shares of
Common Stock shall be deemed to refer to and include such shares and/or other
securities or assets; and thereafter the number of such shares and/or other
securities or assets shall be subject to adjustment from time to time in a
manner and upon terms as nearly equivalent as practicable to the provisions of
this Section 5.
6. Fractional Interests. No fractional shares or scrip representing fractional
shares shall be issuable upon the Exercise of this Warrant, but on Exercise of
this Warrant, the holder hereof may purchase only a whole number of shares of
Common Stock.
7. Reservation of Shares. The Company shall at all times reserve for issuance
such number of authorized and unissued shares of Common Stock (or other
securities substituted therefor as herein above provided) as shall be sufficient
for Exercise of this Warrant. The Company covenants and agrees that upon
Exercise of this Warrant, all shares of Common Stock issuable upon such Exercise
shall be duly and validly issued, fully paid, nonassessable and not subject to
preemptive rights of any shareholders.
8. Restrictions on Transfer. This Warrant and the Common Stock issuable on
Exercise hereof have not been registered under the Securities Act, and may not
be sold, transferred, pledged, hypothecated or otherwise disposed of in the
absence of registration or the availability of an exemption from registration
under said Securities Act. In the event a holder believes an exemption from the
registration requirements of said Act is available, the holder must deliver a
legal opinion reasonably satisfactory in form and substance, to the Company and
its counsel, stating that such exemption is available. All shares of Common
Stock issued upon Exercise of this Warrant shall bear an appropriate legend to
such effect. Unless the Company determines (upon the advice of counsel) that
such a legend would be unnecessary, each share certificate for Common Stock
issued upon Exercise hereof shall be stamped or otherwise imprinted with a
legend in substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE
OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE
- --------------------------------------------------------------------------------
AmTec, Inc. 3 Series G Convertible Preferred Stock
<PAGE>
REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT AND SUCH LAWS.
9. Registration Rights. The Company hereby grants the holder of the Common Stock
issuable upon exercise of the Warrant the registration rights described in, and
the Common Stock issuable upon exercise of the Warrants shall constitute
"Registerable Securities" under, the Registration Rights Agreement between the
Company and a certain investor listed therein, dated March 15, 1999.
10. Benefits of this Warrant. Nothing in this Warrant shall be construed to
confer upon any person other than the Company and the holder of this Warrant any
legal or equitable right, remedy or claim under this Warrant and this Warrant
shall be for the sole and exclusive benefit of the Company and the holder of
this Warrant.
11. Applicable Law. This Warrant is issued under and shall for all purposes be
governed by and construed in accordance with the laws of the State of Delaware.
Jurisdiction for any dispute regarding this Warrant lies in the State of
Delaware.
12. Loss of Warrant. Upon receipt by the Company of evidence of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of loss, theft or
destruction) of indemnity or security reasonably satisfactory to the Company,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
shall execute and deliver a new Warrant of like tenor and date.
13. Notice to Company. Notices or demands pursuant to this Warrant to be given
or made by the holder of this Warrant to or on the Company shall be sufficiently
given or made if sent by certified or registered mail, return receipt requested,
postage prepaid, and sent to the address on the signature page of this Warrant,
until another address is designated in writing by the Company. Notices or
demands pursuant to this Warrant to be given or made by the Company to or on the
holder of this Warrant shall be sufficiently given or made if sent by certified
or registered mail, return receipt requested, postage prepaid, and addressed to
the Holder at the Holder's address provided to the Company. The address of the
Holder is, Communications Investors Group, 2601 S. Bayshore Drive, PH-1B,
Coconut Grove, FL 33133, until another address is designated in writing by the
Holder.
- --------------------------------------------------------------------------------
AmTec, Inc. 4 Series G Convertible Preferred Stock
<PAGE>
IN WITNESS WHEREOF, this Warrant is hereby executed effective as of the
date set forth below.
Dated as of: March 16, 1999
By: AMTEC, INC.
By: /s/ Joseph R. Wright, Jr.
-------------------------
Name: Joseph R. Wright, Jr.
Title: Chairman & CEO
Address: AmTec, Inc.
599 Lexington Avenue, 44th Floor
New York, NY 10022
- --------------------------------------------------------------------------------
AmTec, Inc. 5 Series G Convertible Preferred Stock
Exhibit 5.1
March 15, 1999
Communications Investors Group
2601 S. Bayshore Drive, PH-1B
Coconut Grove, FL 33133
Attention: Manuel D. Medina
AmTec, Inc.
Ladies and Gentlemen:
We have acted as special counsel to AmTec, Inc., a Delaware corporation
(the "Company"), in connection with the issuance to Communication Investors
Group, a Florida general partnership (the "Purchaser") of 20 shares of Series G
Convertible Redeemable Preferred Stock (the "Shares") and 600,000 common stock
purchase warrants (the "Warrants" and, together with the Shares, the
"Securities"). Capitalized terms used herein and not otherwise defined have the
respective meanings given those terms in the Transactional Documents (as defined
herein). This opinion is being furnished to you at the request of the Company
pursuant to Section 6.5 of the Subscription Agreement dated as of the date
hereof
<PAGE>
Communications Investors Group 2
between the Company and the Purchaser with respect to the Securities (the
"Subscription Agreement").
In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (collectively, the "Transactional Documents"):
1. the Subscription Agreement;
2. the proposed form of Certificate of Designation of Preferences of
the Shares of the Company (the "Certificate");
3. a registration rights agreement dated March 15, 1999 between the
Company and the Purchaser (the "Registration Rights Agreement"); and
4. a common stock purchase Warrant of the Company. In addition, we have
examined: (i) such corporate records of the Company as we have considered
appropriate, including copies of the certificate of incorporation, as amended,
and amended and restated by-laws certified as in effect on the date hereof
(collectively, the "Charter Documents") and copies of minutes of the meeting of
the board of directors with attached resolutions of the Company relating to the
issuance of the Securities; and (ii) such other certificates, agreements and
documents as we deemed relevant and necessary as a basis for the opinions
hereinafter expressed.
<PAGE>
Communications Investors Group 3
In our examination of the aforesaid documents, we have assumed, without
independent investigation: (i) the genuineness of all signatures; (ii) the
authenticity of all documents submitted to us as originals; (iii) the conformity
to the original documents of all documents submitted to us as certified,
photostatic, reproduced or conformed copies of valid existing agreements or
other documents and the authenticity of all such latter documents; (iv) the
enforceability of the Transactional Documents against the Purchaser; (v) that
the Purchaser is duly organized, valid, existing and in good standing under the
laws of its jurisdiction of organization; (vi) the capacity of all individuals
who have executed any of the Transactional Documents and all other documents we
have reviewed; (vii) that each Transactional Document to which the Purchaser is
a party has been duly authorized, executed and delivered by the Purchaser;
(viii) the Purchaser has the requisite corporate power to perform its
obligations under the Transactional Documents; and (ix) that the execution,
delivery and performance of the Transactional Documents do not conflict with the
partnership agreement of the Purchaser, any writ, injunction or decree of any
court, arbitrator or governmental entity to which the Purchaser is subject, or
any agreement or contract to which the Purchaser is party.
In expressing the opinions set forth herein, we have relied upon the
factual matters contained in the representations and warranties of the Company
made
<PAGE>
Communications Investors Group 4
in the Transactional Documents and upon certificates of public officials and
officers of the Company.
Based upon the foregoing, and subject to the assumptions, exceptions
and qualifications set forth herein, we are of the opinion that:
1. The Company is incorporated, validly existing and in good standing
under the laws of the State of Delaware.
2. The execution and delivery of the Subscription Agreement by the
Company, the issuance of the Shares and Warrants, and the issuance of the common
stock upon conversion of the Shares and the exercise of the Warrants have been
approved by all required corporate action on the part of the Company.
3. The Shares and, when issued upon the conversion of the Shares or the
exercise of the Warrants, the common stock so issued, when issued, paid for and
delivered in accordance with the terms of the Subscription Agreement, the
Certificate and the Warrant, will be validly issued, fully paid and
non-assessable.
4. The Subscription Agreement, the Registration Rights Agreement and
the Warrant are valid and binding obligations of the Company, enforceable in
accordance with their respective terms, except as enforceability may be limited
by principles of public policy, and subject to bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or similar laws
affecting creditors'
<PAGE>
Communications Investors Group 5
rights generally and subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding at law or in equity).
5. The consummation of the transactions contemplated in the
Transactional Documents will not result in any violation of any provisions of
the Certificate or the Charter Documents.
6. Assuming and relying upon the truth and accuracy of the
representations and warranties contained in the Subscription Agreement by all
the parties thereto, and that such representations and warranties are still
accurate at the time of issuance of the Securities, and assuming no general
solicitation or general advertising is conducted in connection with the offer,
issuance, sale and delivery of the Securities and the shares of common stock to
be issued upon conversion of the Shares and upon exercise of the Warrants, the
Shares and Warrants have been issued in a transaction that is exempt from the
registration requirements of the Securities Act of 1933, as amended.
Our opinions expressed above are limited to the laws of the State of
New York, the General Corporation Law of the State of Delaware and the federal
laws of the United States. Please be advised that no member of this firm is
admitted to practice in the State of Delaware. Our opinions are rendered only
with respect to the laws, and the rules, regulations and orders thereunder,
which are currently in effect.
<PAGE>
Communications Investors Group 6
This letter is furnished by us solely for your benefit in connection
with the issuance of the Securities and may not be circulated to, or relied upon
by, any other person.
Very truly yours,
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON
--------------------------------------------
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
AmTec, Inc. on Form S-3 of our report dated June 29, 1999, appearing in the
Annual Report on Form 10-K of AmTec, Inc. for the year ended March 31, 1999 and
to the reference to us under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.
/s/ Deloitte & Touche LLP
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New York, NY
August 6, 1999
