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As filed with the Securities and Exchange Commission on July 15, 1996
Registration No. 333-4185
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
STRATASYS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 363658792
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
14950 Martin Drive
Eden Prairie, Minnesota 55344-2020
(612) 937-3000
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(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Registrant's Principal Executive Offices)
S. Scott Crump
President
Stratasys, Inc.
14950 Martin Drive
Eden Prairie, Minnesota 55344-2020
(612) 937-3000
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(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
Copies to:
Jack Becker, Esq.
Snow Becker Krauss P.C.
605 Third Avenue
New York, New York 10158
Tel: (212) 687-3860 Fax: (212) 949-7052
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the 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, check this box. [ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Each Maximum Maximum
Class of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Share(1) Price (1) Fee
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<S> <C> <C> <C> <C>
Common Stock, 400,000 (2) [$18.00] (3) [$7,200,000] [$2,482.76]
$.01 par value
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Total Registration Fee....................................................................[$2,482.76]
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 promulgated under the Securities Act of 1933, as
amended.
(2) Represents 400,000 shares of outstanding Common Stock held by certain
Selling Stockholders.
(3) The closing bid price of the Common Stock of the Registrant on May 17,
1996, on the NASDAQ SmallCap Market was $18.00 per share.
--------------------------
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 Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
PROSPECTUS
STRATASYS, INC.
400,000 Shares of Common Stock
This Prospectus pertains to 400,000 shares (the "Shares") of common
stock, $.01 par value per share (the "Common Stock"), of Stratasys, Inc., a
Delaware corporation (the "Company"), that may be sold by the Selling
Stockholders named herein (the "Selling Stockholders").
The Shares offered hereby were issued to the Selling Stockholders upon
the exercise of certain warrants issued by the Company (the "Warrants"). The
Warrants were originally issued to Vertical Financial, Inc. ("Vertical") as
partial consideration for consulting services rendered by Vertical. Vertical
then sold or transferred Warrants to purchase 262,500 of the Shares to the other
Selling Stockholders. See "SELLING STOCKHOLDERS." The Company will not directly
receive any proceeds from the sale of the Shares by the Selling Stockholders,
but the Selling Stockholders have agreed to apply such proceeds to pay certain
obligations to the Company to the extent that such obligations are then
outstanding. See "USE OF PROCEEDS." The registration of the Shares offered
hereby is being effected in connection with registration rights granted by the
Company pursuant to the terms of the Warrants. In accordance with the terms of
such rights, the Company will bear the expenses of such registration, which are
estimated at $20,000, except that the Selling Stockholders will bear the cost of
all brokerage commissions and discounts incurred in connection with the sale of
their portion of the Shares and their respective legal expenses, and certain
Selling Stockholders will bear one-half of the cost of registration up to
$7,500.00.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Commencing on the effective date of this Prospectus, the Shares may be
sold, from time to time, by the Selling Stockholders directly to purchasers or,
alternatively, may be offered through agents, brokers, dealers or underwriters,
who may receive compensation in the form of commissions or discounts from the
Selling Stockholders or purchasers of the Shares. Sales of the Shares may be
made on The Pacific Stock Exchange Incorporated (the "PSE"), on the Nasdaq
National Market ("NASDAQ"), in privately negotiated transactions or otherwise,
and such sales may be made at the market price prevailing at the time of sale, a
price related to such prevailing market price or a negotiated price.
Any brokers, dealers or agents that participate in the distribution of
the Shares may be deemed to be underwriters under Section 2(11) of the
Securities Act of 1933, as amended (the "Securities Act"), and any commissions
or discounts received by them on the resale of such Shares may be deemed to be
underwriting compensation under the Securities Act. The sale of the Shares by
the Selling Stockholders is subject to the prospectus delivery and other
requirements of the Securities Act. See "PLAN OF DISTRIBUTION."
The date of this Prospectus is July 15, 1996.
<PAGE>
THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING ON PAGE 6.
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, such other information and
representations must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, such securities in any circumstances in which such offer or
solicitation is unlawful.
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices located at Seven
World Trade Center, New York, New York 10048, and at Northwestern Atrium Center,
500 West Madison Street, Chicago, Illinois 60661. Copies of such material may be
obtained, at prescribed rates, by writing to the Commission, Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, copies of
such reports and other information concerning the Company may be inspected and
copied at the PSE, 301 Pine Street, San Francisco, California 94104.
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act with respect to
the shares of Common Stock offered hereby. This Prospectus does not contain all
the information set forth in the Registration Statement and the exhibits
thereto, as permitted by the rules and regulations of the Commission. For
further information with respect to the Company and the Common Stock, reference
is hereby made to such Registration Statement and the exhibits thereto or
incorporated therein by reference. The Registration Statement, including such
exhibits, may be inspected without charge at the public reference facilities
maintained by the Commission and at the Commission's regional offices at the
addresses stated above. Copies of these documents may be obtained, at prescribed
rates, by writing to the Commission's Public Reference Section at its office set
forth above.
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INFORMATION INCORPORATED BY REFERENCE
The following documents filed with the Commission are incorporated into
this Prospectus by reference:
(1) The Company's Annual Report on Form 10-KSB for the year
ended December 31, 1995.
(2) The Company's Definitive Proxy Statement dated April 19,
1996.
(3) The Company's Quarterly Report on form 10-QSB dated for
the quarter ended March 31, 1996.
(4) The description of the Company's Common Stock contained
in the Company's registration statement on Form 8A,
dated October 20, 1994, under Section 12 of the
Securities Exchange Act of 1934, as amended.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents. Any statement contained 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 other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company furnishes its stockholders with annual reports which
contain financial statements audited by its independent certified public
accounts and such other interim reports containing unaudited financial
information as it deems appropriate.
The Company will provide without charge to each person who receives
this Prospectus, upon written request, a copy of any information that is
incorporated by reference in the Prospectus (not including exhibits to the
information that is incorporated by reference unless the exhibits are themselves
specifically incorporated by reference). Such requests should be directed to the
following address:
STRATASYS, INC.
14950 Martin Drive
Eden Prairie, Minnesota 55344-2020
Attention: Director of Finance
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THE COMPANY
The Company develops, manufactures and markets a family of rapid
prototyping devices that enable engineers and designers to create physical
models, tooling and prototypes out of plastic and other materials directly from
a computer aided design ("CAD") workstation. In many industries, the models and
prototypes required in product development are produced laboriously by
hand-sculpting or machining, a traditional process that can take days or weeks.
The Company's computerized modeling systems use its proprietary technology to
make models and prototypes more directly from a designer's three-dimensional CAD
in a matter of hours.
The Company believes that its patented fused deposition modeling
("FDM(R)") technology and new Genisys(TM) technology are the only rapid
prototyping systems commercially available that can produce parts from plastic
without relying on lasers. This affords the Company a number of significant
advantages over other commercially available three-dimensional rapid prototyping
technologies, which primarily rely on lasers to create models. Such benefits
include the ability to use the device in an office environment due to the
absence of hazardous emissions, the need for relatively little set up of the
system for a particular project, the availability of a variety of modeling
materials and the lack of any need for costly replacement lasers and laser
parts. The systems can also run virtually unattended, producing models while
designers perform other tasks.
The Company has been developing and improving its line of rapid
prototyping products since its inception in 1989. Since that time, the Company
has developed and sold the 3D Modeler, which was the Company's initial product,
a smaller benchtop version of the 3D Modeler called the FDM(R)1500 Benchtop,
introduced in June 1993, an improved benchtop modeler called the FDM(R)1600
Benchtop, introduced in November 1994, the Company's ProtoSlice operating
software package, and in some cases, a CAD workstation manufactured by SGI.
Although the Company has discontinued sales of the 3D Modeler, the FDM(R)1500
Benchtop, SGI workstations and, in early 1996, the FDM(R)1600 Benchtop system,
it continues to support and provide modeling materials for these systems. In
addition, the Company no longer sells ProtoSlice, although some of its current
customers continue to use ProtoSlice.
In March 1996, the Company introduced three new rapid prototyping
machines for commercial sale. Genisys(TM) is a 3D desktop printer which uses
rapid prototyping technology developed by International Business Machines
Corporation ("IBM") and purchased by the Company in 1995. It is useful for the
production of conceptual models employed in the early stages of the design
cycle, as it enables a designer to produce concept iterations at his desk
directly from a workstation in a simple push-button fashion. The FDM(R)1650
Benchtop, the latest in the Company's line of FDM(R) modelers, can produce
functional prototypes at three times the speed of its predecessor, the
FDM(R)1600 Benchtop, and can accommodate a variety of engineering modeling
materials. The third new product, the Stratasys 8000, is a rapid prototyping
device, which incorporates the medulla electronics and a portion of the
front-end software technology of Genisys(TM) and the filament extrusion method
of the Company's FDM(R) products. It is capable of building prototypes up to 24
inches in size at a through-put approximately 600% faster than the Company's
FDM(R)1600 Benchtop system. Like the FDM(R)1650 Benchtop, the Stratasys 8000 can
use several types of modeling materials to generate prototypes. Distribution of
the FDM(R)1650 Benchtop and the Genisys(TM) machine began in March and June
1996, respectively, while shipment of the Stratasys 8000 is expected to begin in
the fourth quarter of 1996.
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In 1994, the Company introduced its QuickSlice(R) operating software,
which is currently used with the FDM(R) 1650 and Stratasys 8000 machines. The
Genisys(TM) machine uses the Company's AutoGen(TM) software, which was
introduced in 1996.
The process involved in the development of a three-dimensional model
using the 3D Modeler, the FDM(R) Benchtop systems, or the Stratasys 8000 begins
with the creation of a conceptual geometric model on a CAD workstation. The
model is then imported into the ProtoSlice or QuickSlice(R) software program,
which mathematically slices the conceptual model into horizontal layers that are
downloaded into the system. These rapid prototyping machines basically draw
cross-sections of the model one layer at a time to create a three-dimensional
"blueprint." A spool of thin thermoplastic modeling material feeds into a moving
FDM(R) extruding head, which heats the material to a semi-liquid state. This
semi-liquid material is then extruded and deposited in ultra-thin flat layers on
a base in the modeling chamber. As the material is directed into place by the
computer-controlled head, layer upon layer, the material solidifies, creating a
precise and strong laminated model.
The Genisys(TM) modeling process is similar. Genisys(TM) uses
AutoGen(TM) software to slice the conceptual model created on a CAD workstation
into horizontal layers that are downloaded into Genisys(TM). Genisys(TM) then
uses wafers of modeling material, rather than spools of filament, to feed the
extrusion head. The extrusion head heats these wafers and, using a precision
hydraulic conical pump, deposits a continuous layer of plastic polymer beads
(much like squeezing toothpaste from a tube) onto a flat surface (the "X-Y
Stage") to create a three-dimensional model by building up layers. In comparison
to the FDM(R) Benchtop systems, due to its size, Genisys(TM) allows the
prototype to be created on a desktop, directly from a workstation, like a 3D
printer.
Currently, the Company has five modeling materials commercially
available for model generation using its FDM(R) technology: a machinable wax, a
tough polyamide plastic polymer that is similar to nylon, an investment casting
wax, the hard polymer material ABS (named for its three initial monomers), which
is used commercially to make products such as telephones, and a medical grade
ABS (MABS), for medical applications. Each material has specific characteristics
that make it appropriate for various applications. The ability to use different
materials allows the user to match the material to the end use application of
the prototype, whether it is a pattern for tooling or a concept model.
Genisys(TM) uses only one type of modeling material, a plastic polymer,
which is manufactured in the form of wafers. A total of 52 wafers are held in a
cassette, which allows the wafers to be fed into the machine and rapidly
extruded in layers.
The Company has positioned its products to be used as devices that
support CAD systems in a variety of manufacturing industries, including
automotive, aerospace, consumer products, electronics and medical applications.
They are also used in universities. Additional future applications may arise in
conceptual design, casting, precision prototypes, consumer packaging,
architectural design, rapid manufacturing of small-volume custom parts and fit,
form and function testing, secondary tooling, and mold-making. NASA is using the
FDM(R)1600 Benchtop system and plans to build spare parts in space, thereby
reducing the inventory of parts in a space flight payload.
The Company was incorporated in Delaware on August 8, 1989. The
Company's executive offices are located at 14950 Martin Drive, Eden Prairie,
Minnesota 55344-2020; Telephone number (612) 937-3000; facsimile number (612)
937-0070.
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<PAGE>
RISK FACTORS
The shares of Common Stock offered hereby are speculative and involve a
high degree of risk. In addition to other information contained in or
incorporated by reference into this Prospectus, the following risks should be
considered carefully by each prospective purchaser before making an investment
in the Company.
Limited Operating History. The Company was incorporated in August 1989
and completed its initial public offering ("IPO") in October 1994. Since its
incorporation, the Company has developed and sold systems including the 3D
Modeler, its initial product, a smaller benchtop version of the 3D-Modeler
called the FDM(R)1500 Benchtop, introduced in June 1993, an improved benchtop
modeler called the FDM(R)1600 Benchtop, introduced in November 1994, and three
new products, the Genisys(TM), the FDM(R)1650 Benchtop and the Stratasys 8000,
introduced in March 1996. The Company faces the risks and problems associated
with businesses in their early stages and has a limited operating history upon
which an evaluation of its prospects can be made. Such prospects should be
considered in light of the risks, expenses and difficulties frequently
encountered in the establishment of a business in a new industry characterized
by a number of market entrants and intense competition and in the shift from the
development to commercialization of new products based on innovative
technologies.
Lack of and Limited Profitability. Although the Company had a net
profit of $10,163 (including $135,573 of net interest income) for the quarter
ended March 31, 1996, and an operating profit of $140,078 for its fiscal year
ended December 31, 1995, it incurred an operating loss of $125,410 for the
quarter ended March 31, 1996 and net losses of $1,133,769 and $1,047,106, for
the fiscal years ended December 31, 1994 and 1993, respectively. The ability of
the Company to generate revenues and to remain profitable depends on many
factors, including future growth of its business, the ability of the Company to
secure new customers and develop and sell new products, the ability of
management to control costs and successfully implement the Company's business
strategy and the ability of the Company to manufacture and deliver products in a
timely manner. There can be no assurance that the Company will be successful in
generating future revenues or in becoming or remaining profitable. In addition,
the Company will continue to have a high level of operating expenses and to
expend substantial amounts on research and development.
In the future, the Company's operating results and profitability may
depend on and fluctuate as a result of a number of factors including the degree
of acceptance of its new technology and products by potential customers,
increased competition, difficulties or delays in new product introduction or
development, operating costs, economic conditions and the timing of orders from,
and shipments to, major customers. The Company's operating results may vary in
part due to the introduction of new products and enhancements and continuing
research and development expenditures. Operating results may be adversely
affected if revenues do not meet the Company's expectations in any given
quarter.
Uncertain Market for Company Products. While the Company believes that
its current systems are and its future systems will be highly effective at
developing high resolution, three-dimensional prototypes and models, the
Company's FDM(R) rapid prototyping technology was first introduced in 1992, and
its Genisys(TM) System was first introduced in early 1996. Therefore, the
Company has had only a limited period to determine market acceptance of its
products. See "RISK FACTORS - Limited Operating History." In addition, having
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begun in approximately 1990, the rapid prototyping industry is in the early
stages of development. Successful development of a significant market for rapid
prototyping equipment by the Company and market penetration of such a market
will require education, training, and broad acceptance of the Company's current
and future products by manufacturing engineers and designers. There can be no
assurance that a significant market for the Company's products can be developed
or sustained.
Dependence on a Single Line of Business. Although the Company markets
products that can be used in all stages of the design cycle, its line of
products consists of closely interdependent products (modeling devices,
software, and modeling filament or wafers) in a single field (rapid prototyping)
based on proprietary and patented FDM(R) or Genisys(TM) technology. For the
foreseeable future, the Company plans to continue to pursue this business
strategy. The inability of the Company's products to be widely accepted in the
rapid prototyping field could lead to reduced sales and increased expenditures
on research and development for new applications in other fields. There can be
no assurance that such efforts to diversify the Company's products into other
fields would be successful. As a consequence, the prospects of the Company and
the future value of an investment in the Common Stock will be dependent on the
success of its products in the rapid prototyping field.
Additional Working Capital Requirements. From the date of its formation
through December 31, 1995, the Company incurred net losses of approximately
$5,413,306. Even though the Company earned a profit for the year ended December
31, 1995 and for the quarter ended March 31, 1996, and as of December 31, 1995
had cash reserves of approximately $11,000,000, there can be no assurance that
the Company will remain profitable or that it will not once again incur losses.
If the Company does incur losses, it may need additional debt or equity
financing to fund its operations or it may have to apply existing cash reserves
to operations and defer its current marketing and research and development
efforts. Any such deferral may have an adverse effect on the Company. There can
be no assurance that the Company will be able to obtain additional financing, if
needed, or on terms favorable to the Company, if available.
Dependence on Proprietary Technology. Proprietary technology is
important to the Company in the development and manufacture of its products. The
Company seeks to protect its technology through a combination of patents,
copyrights, trade secrets, proprietary know-how and confidentiality agreements.
In June 1992, the Company's President, Scott Crump was issued a patent, which
was subsequently assigned to the Company, covering 44 claims on its products,
various aspects of FDM(R) technology and the associated modeling process. On
August 24, 1994, Mr. Crump was issued a second patent covering additional
aspects of the FDM(R) technology, that he also assigned to the Company. In
connection with the purchase of assets from IBM in January 1995, the Company
acquired three patents and seven patent applications by IBM relating to the
Company's Genisys(TM) technology. There can be no assurance that these patents
will not be circumvented or invalidated, that additional patents will be
granted, that proprietary information will be maintained or that the Company
will be able to maintain a meaningful technological advantage. The Company could
incur substantial costs in seeking enforcement of its patent rights against
infringement or the unauthorized use of its proprietary technology by others or
in defending itself against similar claims of others. Insofar as the Company
relies on trade secrets and proprietary know-how to maintain its competitive
position, there can be no assurance that others may not independently develop
similar or superior technologies or gain access to the Company's secrets or
know-how. Prior to the Company's incorporation, a patent infringement study was
conducted in 1988 to determine whether any other parties infringed or claimed
rights to its technology. No such infringement or claims were found, and no
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<PAGE>
further study has been conducted since 1988. There can be no assurance, however,
that such claims of infringement will not be asserted. Defending against such
claims could have the effect of depleting the Company's resources, and the
Company's inability to defend successfully against any such claim could impair
the Company's ability to manufacture its products.
Need for Product Enhancement and Development. Although the market for
rapid prototyping equipment has emerged only recently, the industry has made
quick advances in technology. Accordingly, the Company's ability to compete in
this market may depend, in large part, on its success in enhancing its existing
product lines and in developing new products. In addition, the Company cannot
determine how long a product will be on the market, and it may develop new
technologies for products that could render its current products obsolete or
could be sold at lower prices. Thus far, production of the Company's first three
products, the 3D Modeler, the FDM(R)1500 Benchtop and the FDM(R)1600 Benchtop,
has been discontinued, and those products have been replaced by the FDM(R)1650
Benchtop. In addition, the Company developed and has begun marketing
Genisys(TM), which uses a different technology, and the Stratasys 8000, which
uses a combination of the FDM(R) technology and the Genisys(TM) technology. Even
though the introduction of each subsequent FDM(R) product to date has been
accompanied by an increase in revenue, the introduction of these new,
cost-effective products and any future cost-effective products could cause the
Company's net income from sales to decline, notwithstanding an increase in sales
volume. There can be no assurance that the Company will succeed in its efforts
to develop additional new products or that any of its products will not be
rendered obsolete or uneconomical by technological advances made by others or by
the Company itself.
Competition. The Company believes that there are currently no companies
engaged in the commercial production of products using the FDM(R) process.
However, various companies currently offer, or are developing, rapid prototyping
devices which utilize alternative technologies. Some of these companies have
significantly greater financial, product development, manufacturing and
marketing resources than the Company. Rapid prototyping is an emerging field,
and the market for rapid prototyping devices cannot now be determined with any
degree of precision. In addition, traditional methods of producing models and
prototypes, such as machining and hand-sculpting, continue to be widely used. No
assurance can be given that the Company will be able to compete successfully
against current and future sources of competition or that the competitive
pressures faced by the Company will not adversely affect its profitability or
financial performance.
Dependence on Key Personnel. The development of new products and
advancements of existing products are dependent to a significant extent on the
abilities and efforts of the Company's President, Scott Crump, and a small
number of other persons. The loss of any of these persons could adversely affect
the timing or success of such development. On October 20, 1994, Scott Crump
signed a three-year employment contract with the Company. Mr. Crump is covered
by key-man insurance in the amount of $1,200,000, and the Company is the
beneficiary of the policy. No other employee has entered into a written
employment agreement with the Company. The success of the Company will also
depend on, among other factors, the successful recruitment and retention of key
personnel.
No Dividends Anticipated. No cash dividends have been paid on shares of
the Company's Common Stock since its inception, and none are contemplated in the
foreseeable future. The Company intends to retain any earnings to fund its
planned research, development, operations and marketing.
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No Assurance of Active or Continued Public Market. Although a public
trading market for the Common Stock currently exists, there can be no assurance
that such trading market will provide significant liquidity with regard to the
Common Stock or that such market will be sustained.
Use of Distinctive Materials and Ingredients; Inventory Obsolescence.
The Company is dependent on the ability to purchase distinctive materials and
ingredients for its rapid prototyping technology, particularly for the filaments
and wafers used by the Company's systems. Certain Company vendors are chosen
based upon the unique properties of the material that they supply and upon their
ability to demonstrate through extensive testing and reformulations that such
materials are the most suitable to both the Company's manufacturing processes as
well as to FDM(R) compatibility. Other vendors supply off-the-shelf components
that are specifically compounded according to Company specifications, such
compounds being Company trade secrets. Although the Company historically has
been able to purchase these materials from a number of vendors at prices
favorable to the Company, there can be no assurance that the Company will be
able to do so in the future. Furthermore, the loss of a vendor for
vendor-specific formulations would require retesting and recertification of any
new vendor. A shortage of these materials, the inability to obtain them from the
Company's usual vendors or the need to purchase them at higher prices could have
an adverse effect on the Company's operations and delay product deliveries.
The Company maintains an inventory of components for its equipment in
order to provide replacement parts. Although the Company believes that it will
realize its investment in inventory and to date has not had any material loss of
inventory as a result of obsolescence, no assurance can be given that demand for
replacement parts will continue or that the component inventory will not become
obsolete and, therefore, be of little or no value.
Control by Management and Principal Stockholders. Presently, Scott
Crump, Lisa Crump and Ralph Crump and the current officers and directors of the
Company and their affiliates (collectively, the "Affiliates") beneficially own
approximately 24% of the Company's issued and outstanding Common Stock.
Consequently, the Affiliates will have the ability to influence the election of
all the Company's directors and to direct the affairs of the Company.
Adverse Effect of Public Sales of Additional Shares. As of the date of
this Prospectus, 1,380,000 shares of Common Stock have been sold to the public
by the Company pursuant to the registration statement filed in connection with
the Company's IPO; 392,373 shares of Common Stock were sold publicly by a
stockholder on January 17, 1996, under Rule 144(k) promulgated under the
Securities Act; 1,277,121 shares of Common Stock have been or may be sold to the
public in connection with the offering by selling stockholders pursuant to the
Company's registration statement on Form SB-2, which became effective on January
25, 1996; and up to 400,000 shares of Common Stock may be sold to the public
hereby. In addition, a maximum of 800,000 shares of Common Stock are covered by
the Company's registration statement on Form S-8 (the "S-8 Registration
Statement"). Options to purchase all 800,000 shares covered by the S-8
Registration Statement have been granted, 121,297 of which have been exercised.
Of these 121,297 shares, 119,860 may be sold without restriction and 1,437 are
subject to a lock-up agreement until October 20, 1996. Furthermore, the Board of
Directors has authorized, and the Company's stockholders have approved, an
increase in the number of shares that may be issued under the Company's 1994-2
-9-
<PAGE>
Employee Stock Option Plan from 500,000 to 1,000,000. The Company intends to
file a Registration Statement on Form S-8 to register the sale of those 500,000
additional shares. The Company has granted options to purchase an additional,
83,552 shares under the 1994-2 Employee Stock Option Plan, as amended, which
will be covered by that registration statement. Of the balance of options to
purchase 776,561 shares that have been granted, options to purchase 375,007,
122,989, 88,212, 80,316, 71,791, and 38,246 shares will become exercisable and
may be sold without restriction upon such exercise in 1996, 1997, 1998, 1999,
2000, and 2001, respectively.
In addition to the options described above, the Company has issued
warrants to purchase 64,355 shares of Common Stock that are not presently
exercisable and warrants to purchase 18,000 shares of Common Stock that are
presently exercisable. The warrants to purchase 64,355 shares have one demand
and certain piggyback registration rights and are exercisable between November
3, 1996 and November 3, 2001. Exercisable warrants to purchase 5,000 shares may
be exercised until November 11, 2000, and the warrants to purchase the remaining
13,000 shares of Common Stock may be exercised until January 18, 2001. Both of
such warrants have piggyback registration rights.
There are also 1,938,109 shares of Common Stock issued and outstanding,
the sale of which is restricted under the Securities Act. Of those shares, (i)
178,038 shares may presently be sold under Rule 144 of the Securities Act, (ii)
1,167,175 shares may be sold under Rule 144 after October 20, 1996, subject to
Rule 144 restrictions on sales by affiliates, (iii) 500,000 shares may be sold
under Rule 144 after January 1, 1997, (iv) 86,667 shares may be sold under Rule
144 after May 25, 1997, and (v) 6,229 shares may be sold at various times during
1997. The holder of the 500,000 of the shares described above also has piggyback
registrations rights exercisable after January 1, 1997, and two demand
registration rights exercisable after January 1, 1998.
If all of the above-described shares of restricted stock and stock
issuable upon the exercise of warrants and options are sold to the public, the
number of publicly-held shares will increase from approximately 3,450,000 to
approximately 6,335,000, or approximately 84% within the next five years. The
issuance of such additional shares may adversely affect prevailing market prices
for the Common Stock and may dilute the interests of existing stockholders.
Moreover, the terms upon which the Company will be able to obtain additional
equity capital may be adversely affected, because the holders of such
outstanding securities can be expected to exercise them at a time when the
Company would, in all likelihood, be able to obtain any needed capital on terms
more favorable to the Company than those provided in such options and warrants.
FOR ALL OF THE AFORESAID REASONS AND OTHERS SET FORTH HEREIN, THE
PURCHASE OF SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. ANY PERSON
CONSIDERING AN INVESTMENT IN THE SECURITIES OFFERED HEREBY SHOULD BE AWARE OF
THESE AND OTHER FACTORS SET FORTH IN THIS PROSPECTUS. THE SECURITIES SHOULD BE
PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO ABSORB A TOTAL LOSS OF THEIR
INVESTMENT IN THE COMPANY AND HAVE NO NEED FOR A RETURN ON THEIR INVESTMENT.
-10-
<PAGE>
USE OF PROCEEDS
The Shares were acquired by the Selling Stockholders upon the exercise
of warrants to purchase 400,000 shares of Common Stock (the "Vertical Warrants")
originally issued to Vertical Financial, Inc. ("Vertical") as partial
consideration for consulting services performed and to be performed by Vertical
for the Company. Certain of the Vertical Warrants were subsequently sold and
assigned to other Selling Stockholders. See "SELLING STOCKHOLDERS."
Upon exercise of the Vertical Warrants, each Selling Stockholder paid
the Company cash in an amount equal to the par value of the shares issuable upon
exercise of his Vertical Warrants (the "Warrant Shares") and gave the Company a
Promissory Note due on May 10, 1997, in an amount equal to the balance of the
exercise price and bearing interest commencing August 10, 1996, at the prime
rate (each, a "Promissory Note" and collectively, "Promissory Notes"). The
Company received aggregate cash of $4,000 and Promissory Notes having an
aggregate principal balance of $1,946,000. Each Warrant Holder is required to
prepay his Promissory Note on the earlier of (i) four business days after the
sale of such Selling Stockholder's Warrant Shares, or (ii) 60 days after the
effective date of the Registration Statement of which this Prospectus is a part.
Payment of each Promissory Note is secured by a pledge of one-half of the
Warrant Shares owned by such Selling Stockholder. Under each Selling
Stockholder's Pledge Agreement with the Company, upon default in the payment of
a Selling Stockholder's Promissory Note, the Company may, among other things,
sell that Selling Stockholder's pledged Warrant Shares in a public or private
sale or take possession of his or its pledged Warrant Shares having a "Value"
equal to the amount then owed under the Promissory Note. For this purpose,
"Value"is defined as 80% of the Current Market Price (as defined in the
Warrants) of the Warrant Shares. In the event that the proceeds of the sale of
any pledged Warrant Shares are insufficient to pay the amounts due in full, the
Selling Stockholder will remain personally liable for any unpaid balance.
Each Selling Stockholder entered into an agreement with Israel
Securities Center Corp. ("ISCC") pursuant to which he agreed to use ISCC as his
broker with respect to any sale of the Warrant Shares until December 31, 1996.
See "PLAN OF DISTRIBUTION." ISCC agreed that if any amounts were due and payable
under a Selling Stockholder's Promissory Note at the time of the sale of his
Warrant Shares, ISCC would pay, on the Selling Stockholders' behalf, the net
proceeds of such sale directly to the Company to the extent of the amount due.
Therefore, although the Company may not directly receive the proceeds
of sales of the Shares by the Selling Stockholders, the Selling Stockholders
have agreed to apply those proceeds to pay the Selling Stockholders' Promissory
Notes to the extent that they are then unpaid. The Company will use the proceeds
of the payment of the Promissory Notes for operating capital and general
corporate purposes.
SELLING STOCKHOLDERS
The table below sets forth, with respect to each Selling Stockholder,
based upon information available to the Company as of the date hereof, the
number of shares of Common Stock beneficially owned, the number of Shares to be
sold, and the number and percentage of outstanding shares of Common Stock
beneficially owned before and after the sale of the Shares offered hereby. None
of the Selling Stockholders has been an affiliate of the Company during the
preceding three years. An aggregate of 400,000 Shares are being offered for the
-11-
<PAGE>
accounts of the Selling Stockholders. Although there can be no assurance that
the Selling Stockholders will sell any or all of the Shares, the following table
assumes that each of the Selling Stockholders will sell all Shares offered by
this Prospectus.
<TABLE>
<CAPTION>
Amount and Shares
Nature Beneficially Percent of Class(2)
Beneficial Shares to Owned Before After
Name Ownership(1) Be Sold After Offering Offering Offering
- ---- ------------ ------- -------------- -------- --------
<S> <C> <C> <C> <C> <C>
Vertical Financial, 137,500 137,500 -0- 2.6% -0-
Inc. (3)
Robb Matzner 40,000 40,000 -0- * -0-
Floy Shaeffer 20,000 20,000 -0- * -0-
Nathan Low (4) 322,000 (5) 200,000 122,000 6.0% 2.3%
Donald Heimstaedt 2,500 2,500 -0- * -0-
</TABLE>
- ----------
* Represents less than 1% of the issued and outstanding shares of Common
Stock.
(1) Under Securities and Exchange Commission rules, beneficial ownership
includes any shares as to which an individual has sole or shared voting
power or investment power. Unless otherwise indicated, the Company believes
that all persons named in the table have sole voting and investment power
with respect to all shares of Common Stock beneficially owned by them. A
person is also deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the date hereof upon the
exercise of warrants or options. Each beneficial owner's percentage
ownership is determined by assuming that options or warrants that are held
by such person (but not those held by any other person) and are exercisable
within 60 days from the date hereof have been exercised.
(2) Based on a total of 5,288,424 shares of Common Stock issued and outstanding
as of July 10, 1996.
(3) Vertical is a consultant of the Company pursuant to a consulting agreement
dated June 29, 1994. Vertical has performed and currently performs services
for the Company with regard to structuring equipment leases for potential
customers, marketing the Company's products and arranging financing for the
Company. The consulting agreement expires on June 29, 1997.
(4) Mr. Low is the Company's financial public relations consultant.
(5) Represents 200,000 shares beneficially owned by Mr. Low, 120,000 shares
issuable upon the exercise of stock options currently exercisable by Mr.
Low and 2,000 shares issuable upon the exercise of warrants currently
exercisable by Mr. Low. Does not include 25,000 shares of Common Stock
issuable upon the exercise of warrants that are not currently exercisable.
-12-
<PAGE>
PLAN OF DISTRIBUTION
The Selling Stockholders are offering the Shares for their own
account and not for the account of the Company. Each Selling Stockholder has
delivered to ISCC the certificates representing one-half of his Warrant Shares
and has designated ISCC as his broker to hold, transfer or sell such Warrant
Shares until December 31, 1996, in accordance with the Selling Stockholder's
instructions. ISCC will transmit to the Selling Stockholder (or other person
entitled thereto), any and all proceeds received from the sale of such Selling
Stockholder's Warrant Shares, by noon of the business day following receipt of
such proceeds by ISCC. ISCC will receive a commission equal to six cents per
share for each Warrant Share so sold (subject to adjustment for any stock split
or recapitalization of the Company). After December 31, 1996, the Selling
Stockholders may sell the Shares directly to purchasers or, alternatively, may
offer the Shares from time to time through other agents, brokers, dealers or
underwriters, who may receive compensation in the form of concessions or
commissions from the Selling Stockholders. Sales of the Shares may be made in
one or more transactions on the PSE, on NASDAQ, in privately negotiated
transactions or otherwise, and such sales may be made at the market price
prevailing at the time of sale, a price related to such prevailing market price
or a negotiated price. The sale of the Shares is subject to the Prospectus
delivery and other requirements of the Act.
Under the Exchange Act and the regulations thereunder, any person engaged
in a distribution of the shares of Common Stock of the Company offered by this
Prospectus may not simultaneously engage in market making activities with
respect to the Common Stock of the Company during the applicable "cooling off"
periods prior to the commencement of such distribution. In addition, and without
limiting the foregoing, the Selling Stockholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder
including, without limitation, Rules 10b-6 and 10b-7, which provisions may limit
the timing of purchases and sales of Common Stock by the Selling Stockholders.
To the extent required, the Company will use its best efforts to file,
during any period in which offers or sales are being made, one or more
amendments or supplements to this Prospectus or a new registration statement
with respect to the Shares to describe any material information with respect to
the plan of distribution not previously disclosed in this Prospectus, including
the name or names of any additional underwriters, dealers or agents, if any, the
purchase price paid by the underwriter for Shares purchased from a Selling
Stockholder, and any discounts, commissions or concessions allowed or reallowed
or paid to dealers.
COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the small business
issuer pursuant to the foregoing provisions or otherwise, the small business
issuer has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.
-13-
<PAGE>
LEGAL MATTERS
Snow Becker Krauss P.C., 605 Third Avenue, New York, New York 10158 is
acting as counsel to the Company and will pass upon the legality of the shares
of Common Stock offered hereby. SBK Investment Partners, a partnership
consisting of certain members of Snow Becker Krauss P.C., owns 20,122 shares of
the Company's Common Stock.
EXPERTS
The financial statements of the Company for the years ended December 31,
1995 and December 31, 1994 have been included herein in reliance upon the report
of Rothstein, Kass & Company, P.C., independent public accountants, upon the
authority of said firm as an expert in accounting and auditing.
-14-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
The expenses payable by the Company in connection with the issuance and
distribution of the securities being registered are estimated below:
SEC registration fee..................................................$2,483.00
Blue sky fees and expenses............................................$1,000.00
Legal fees and expenses..............................................$15,000.00
Printing and engraving expenses.......................................$1,000.00
Accounting fees.........................................................$500.00
Miscellaneous............................................................$17.00
Total.........................................................$20,000.00
Item 15. Indemnification of Directors and Officers.
Except to the extent hereinafter set forth, there is no statute, charter
provision, By-law, contract or other arrangement under which any controlling
person, Director or officer of Stratasys, Inc., a Delaware corporation (the
"Company or the "Registrant"), is insured or indemnified in any manner against
liability which he may incur in his capacity as such.
Article 11 of the Company's Certificate of Incorporation provides for
the indemnification of officers and directors to the fullest extent allowed by
the DGCL. In addition, ARTICLE VI of the By-laws of the Company states:
"6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS
"The Corporation shall indemnify, to the maximum extent and in the manner
permitted by the General Corporation Law of Delaware, indemnify each of its
directors and officers against expenses (including attorneys' fees), judgments,
fines, settlements, and other amounts actually and reasonably incurred in
connection with any proceeding, arising by reason of the fact that such person
is or was an agent of the corporation. For purposes of this Section 6.1, a
"director" or "officer" of the corporation includes any person (i) who is or was
a director or officer of the corporation, (ii) who is or was serving at the
request of the corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, or (iii) who was a
director or officer of a corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of such predecessor
corporation."
Under Section 145 of the Delaware General Corporation Law ("DGCL"),
directors and officers may be indemnified against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation--a
"derivative action") if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. A similar standard of care is applicable in
the case of derivative actions, except that indemnification only extends to
-15-
<PAGE>
expenses (including attorneys' fees) incurred in connection with the defense or
settlement of such an action. Moreover, the DGCL requires court approval before
there can be any indemnification where the person seeking indemnification has
been found liable to the corporation. The statute provides that indemnification
pursuant to its provisions is not exclusive of other rights of indemnification
to which a person may be entitled under the Certificate of Incorporation of the
Company or any by-law, agreement, vote of stockholders or disinterested
directors, or otherwise.
The DGCL provides, in part, that no director shall be personally liable
to a corporation or its stockholders for monetary damages for any breach of
fiduciary duty by such director as a director, except:
(i) for breach of the director's duty of loyalty to the corporation or
its stockholders;
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
(iii) pursuant to Section 174 of the GCL; or
(iv) for any transaction from which the director derived an improper
personal benefit.
Item 16. Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
3.1 Amended and Restated Certificate of Incorporation of the Company, as amended. (6)
3.2 By-Laws of the Company. (1)
4.1 Agent's Warrant issued to R.J. Steichen & Company dated November 12, 1993. (1)
4.2 Agent's Warrant issued to R.J. Steichen & Company dated December 13, 1993. (1)
4.3 Form of Common Stock purchase warrants issued by the Company dated as of
November 12, 1993 and December 13, 1993. (1)
4.4 Form of Underwriter's Warrant. (1)
4.5 Form of Common Stock purchase warrant issued by the Company in its August 1995
private placement (2).
4.6 Form of 3-year Common Stock purchase warrants issued by the Company in its
November 1995 offering under Regulation D and Regulation S. (5)
4.7 Form of Placement Agent's warrant issued by the Company in its November 1995
offering under Regulation D and Regulation S. (5)
</TABLE>
-16-
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.8 Form of warrant issued to Sunrise Securities Corp. by the Company in connection with
its November 1995 offering under Regulation D and Regulation S. (5)
5.1 Opinion of Snow Becker Krauss P.C.
10.1 Non-Competition Agreement between the Company and S. Scott Crump, dated October
15, 1990. (1)
10.2 Non-Competition Agreement between the Company and S. Lisa Crump, dated October
15, 1990. (1)
10.3 Employee Confidentiality Agreement between the Company and S. Scott Crump, dated
October 15, 1990. (1)
10.4 Employee Confidentiality Agreement between the Company and Lisa Crump, dated
October 15, 1990. (1)
10.5 Stratasys, Inc. Employee Stock Option Plan #1. (1)
10.6 Joint Development Agreement between the Company and 3M Corporation, dated July
2, 1993. (1)
10.7 Amended and Restated Stratasys, Inc. 1994 Stock Plan. (3)
10.8 Stratasys, Inc. 1994-2 Stock Plan. (3)
10.9 Consulting Agreement with Vertical Financial Inc. dated June 29, 1994. (1)
10.10 Employment Agreement Between the Company and S. Scott Crump, dated September
1, 1994. (2)
10.11 Consulting Agreement with Arnold Wasserman dated December 15, 1994. (3)
10.12 Asset Purchase Agreement between the Company and IBM dated January 1, 1995. (4)
10.13 Registration Rights Agreement between the Company and IBM dated January 1, 1995.
(4)
10.14 Equipment Lease Agreement between the Company and IBM dated January 1, 1995. (4)
10.15 Assignment, dated October 23, 1989, from S. Scott Crump to the Company with respect
to a patent application for an apparatus and method for creating three-dimensional
objects. (7)
</TABLE>
-17-
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
10.16 Assignment, dated June 5, 1992, from S. Scott Crump to the Company with respect to
a patent application for a modeling apparatus for three dimensional objects. (7)
10.17 Assignment, dated June 1, 1994, from S. Scott Crump, James W. Comb, William R.
Priedemann, Jr., and Robert Zinniel to the Company with respect to a patent application
for a process and apparatus of support removal for three-dimensional modeling. (7)
10.18 Warrant Modification and Exercise Agreement, dated as of May 10, 1996, by and among
the Company, Vertical Financial Inc., Robb Matzner, Nathan Low, Floy L. Shaeffer,
Donald Heimstaedt, and Sunrise Securities Corp.
10.19 Amendment to Warrant Modification and Exercise Agreement, dated as of July 10, 1996,
by and among the Company, Vertical Financial Inc., Robb Matzner, Nathan Low,
Floy L. Shaeffer, Donald Heimstaedt, Sunrise Securities Corp., and Israel Securities
Center Corp. (8)
23.1 Consent of Snow Becker Krauss P.C. (contained in Exhibit 5.1).
23.2 Consent of Rothstein, Kass & Company, P.C. (8)
24.1 Power of Attorney (see Signature Page to this Registration Statement).
</TABLE>
- ----------
(1) Incorporated by reference from the Company's Registration Statement on Form
SB-2 (File No. 33-83638-C) filed September 2, 1994.
(2) Incorporated by reference from the Company's Form 8-K, dated August 24,
1995.
(3) Incorporated by reference from the Company's Form 10-KSB for the year ended
December 31, 1994.
(4) Incorporated by reference from the Company's Form 8-K, Amendment No.2,
dated January 1, 1995.
(5) Incorporated by reference from the Company's Registration Statement on Form
SB-2 (File No. 33-99108) filed November 8, 1995.
(6) Incorporated by reference from the Company's Form 10-QSB for the nine
months ended September 30, 1995.
(7) Incorporated by reference from Amendment No. 1 to the Company's
Registration Statement on Form SB-2 (File No. 33-99108) filed December 20,
1995.
(8) Filed with this Amendment.
Item 17. Undertakings.
The Company hereby undertakes:
(1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement to:
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Act");
(ii) reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement; and
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<PAGE>
(iii) include any additional or changed material information
on the plan of distribution.
(2) For determining liability under the Act, to treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
(4) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the small
business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer 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 small business
issuer 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 Act and will be governed by the final adjudication of such
issue.
(6) For determining any liability under the Act, to treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the small business issuer under Rule 424(b)(1), or (4) or
497(h) under the Act as part of this registration statement as of the time the
Commission declared it effective.
(7) For determining any liability under the Act, to treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration statement,
and that offering of the securities at that time as the initial bona fide
offering of those securities.
-19-
<PAGE>
SIGNATURES
In accordance with 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 authorized this registration
statement to be signed on its behalf by the undersigned, in Eden Prairie,
Minnesota, on July 15, 1996.
STRATASYS, INC.
By: /s/ S. Scott Crump
--------------------------------
S. Scott Crump, President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following person in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ S. Scott Crump Chairman of the Board of Directors, President, July 15, 1996
- -------------------------- Chief Executive Officer, Chief Financial Officer
S. Scott Crump (Principal Executive Officer and Principal
Accounting and Financial Officer)
/s/ Thomas W. Stenoien Director of Finance July 15, 1996
- -----------------------
Thomas W. Stenoien
/s/ Ralph E. Crump Director July 15, 1996
- ------------------------
Ralph E. Crump
/s/ Clifford H. Schwieter Director July 15, 1996
- -------------------------
Clifford H. Schwieter
/s/ Arnold J. Wasserman Director July 15, 1996
- -----------------------
Arnold J. Wasserman
/s/ Gregory L. Wilson Director July 15, 1996
- ------------------------
Gregory L. Wilson
By: /s/ S. Scott Crump July 15, 1996
--------------------------
*S. Scott Crump, Attorney-
in-fact for each of the
above named persons
</TABLE>
-20-
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C>
3.1 Amended and Restated Certificate of Incorporation of the Company, as amended. (6)
3.2 By-Laws of the Company. (1)
4.1 Agent's Warrant issued to R.J. Steichen & Company dated November 12, 1993. (1)
4.2 Agent's Warrant issued to R.J. Steichen & Company dated December 13, 1993. (1)
4.3 Form of Common Stock purchase warrants issued by the Company dated as of
November 12, 1993 and December 13, 1993. (1)
4.4 Form of Underwriter's Warrant. (1)
4.5 Form of Common Stock purchase warrant issued by the Company in its August 1995
private placement (2).
4.6 Form of 3-year Common Stock purchase warrants issued by the Company in its
November 1995 offering under Regulation D and Regulation S. (5)
4.7 Form of Placement Agent's warrant issued by the Company in its November 1995
offering under Regulation D and Regulation S. (5)
4.8 Form of warrant issued to Sunrise Securities Corp. by the Company in connection with
its November 1995 offering under Regulation D and Regulation S. (5)
5.1 Opinion of Snow Becker Krauss P.C.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C>
10.1 Non-Competition Agreement between the Company and S. Scott Crump, dated October
15, 1990. (1)
10.2 Non-Competition Agreement between the Company and S. Lisa Crump, dated October
15, 1990. (1)
10.3 Employee Confidentiality Agreement between the Company and S. Scott Crump, dated
October 15, 1990. (1)
10.4 Employee Confidentiality Agreement between the Company and Lisa Crump, dated
October 15, 1990. (1)
10.5 Stratasys, Inc. Employee Stock Option Plan #1. (1)
10.6 Joint Development Agreement between the Company and 3M Corporation, dated July
2, 1993. (1)
10.7 Amended and Restated Stratasys, Inc. 1994 Stock Plan. (3)
10.8 Stratasys, Inc. 1994-2 Stock Plan. (3)
10.9 Consulting Agreement with Vertical Financial Inc. dated June 29, 1994. (1)
10.10 Employment Agreement Between the Company and S. Scott Crump, dated September
1, 1994. (2)
10.11 Consulting Agreement with Arnold Wasserman dated December 15, 1994. (3)
10.12 Asset Purchase Agreement between the Company and IBM dated January 1, 1995. (4)
10.13 Registration Rights Agreement between the Company and IBM dated January 1, 1995. (4)
10.14 Equipment Lease Agreement between the Company and IBM dated January 1, 1995. (4)
10.15 Assignment, dated October 23, 1989, from S. Scott Crump to the Company with respect
to a patent application for an apparatus and method for creating three-dimensional
objects. (7)
10.16 Assignment, dated June 5, 1992, from S. Scott Crump to the Company with respect to
a patent application for a modeling apparatus for three dimensional objects. (7)
10.17 Assignment, dated June 1, 1994, from S. Scott Crump, James W. Comb, William R.
Priedemann, Jr., and Robert Zinniel to the Company with respect to a patent application
for a process and apparatus of support removal for three-dimensional modeling. (7)
10.18 Warrant Modification and Exercise Agreement, dated as of May 10, 1996, by and among
the Company, Vertical Financial Inc., Robb Matzner, Nathan Low, Floy L. Shaeffer,
Donald Heimstaedt, and Sunrise Securities Corp.
10.19 Amendment to Warrant Modification and Exercise Agreement, dated as
of July 10, 1996 by and among the Company, Vertical Financial Inc.,
Robb Matzner, Nathan Low, Floy L. Shaeffer, Donald Heimstaedt,
Sunrise Securities Corp., and Israel Securities Center Corp. (8)
23.1 Consent of Snow Becker Krauss P.C. (contained in Exhibit 5.1).
23.2 Consent of Rothstein, Kass & Company, P.C. (8)
24.1 Power of Attorney (see Signature Page to this Registration Statement).
</TABLE>
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(1) Incorporated by reference from the Company's Registration Statement on Form
SB-2 (File No. 33-83638-C) filed September 2, 1994.
(2) Incorporated by reference from the Company's Form 8-K, dated August 24,
1995.
(3) Incorporated by reference from the Company's Form 10-KSB for the year ended
December 31, 1994.
(4) Incorporated by reference from the Company's Form 8-K, Amendment No.2,
dated January 1, 1995.
(5) Incorporated by reference from the Company's Registration Statement on Form
SB-2 (File No. 33-99108) filed November 8, 1995.
(6) Incorporated by reference from the Company's Form 10-QSB for the nine
months ended September 30, 1995.
(7) Incorporated by reference from Amendment No. 1 to the Company's
Registration Statement on Form SB-2 (File No. 33-99108) filed December
20, 1995.
(8)
<PAGE>
AMENDMENT TO
WARRANT MODIFICATION AND
EXERCISE AGREEMENT
AMENDMENT TO WARRANT MODIFICATION AND EXERCISE AGREEMENT, dated as of
July 10, 1996, by and among STRATASYS, INC., a Delaware corporation (the
"Company"), VERTICAL FINANCIAL INC., a British Virgin Islands corporation
("Vertical"), ROBB MATZNER ("Matzner"), NATHAN LOW ("Low"), FLOY L. SHAEFFER
("Shaeffer"), DONALD HEIMSTAEDT ("Heimstaedt"), SUNRISE SECURITIES CORP., a New
York corporation ("Sunrise"), and ISRAEL SECURITIES CENTER CORP., a New York
corporation ("ISCC").
R E C I T A L S
The Company, Vertical, Matzner, Low, Shaeffer, Heimstaedt, and Sunrise
are parties to a Warrant Modification and Exercise Agreement, dated as of May
10, 1996 (the "Warrant Agreement"), a copy of which is appended hereto as
Exhibit A. Unless otherwise defined herein, capitalized terms used herein shall
have the meanings ascribed to them in the Warrant Agreement.
Sunrise desires to withdraw as a party to the Warrant Agreement and to
terminate its rights and obligations thereunder. The other parties to the
Warrant Agreement have agreed to the withdrawal of Sunrise, and have agreed to
substitute ISCC as a party for Sunrise. ISCC has agreed to become a party to the
Warrant Agreement on the same terms and conditions as Sunrise. Accordingly, the
parties have agreed to substitute ISCC for Sunrise under the Warrant Agreement
in accordance with the terms of this Amendment to Warrant Modification and
Exercise Agreement (this "Amendment").
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Amendment to Warrant Agreement.
The parties hereby amend the Warrant Agreement to substitute ISCC for
Sunrise, and hereafter Sunrise shall have no further rights or obligations under
the Warrant Agreement and ISCC shall have all the rights and obligations that
Sunrise previously had under the Warrant Agreement. ISCC hereby acknowledges and
agrees that it shall be bound by the terms of the Warrant Agreement as if it had
been an original signatory thereto.
2. Delivery of the Warrant Shares to ISCC.
ISCC hereby acknowledges receipt of the certificates representing the
Unencumbered Warrant Shares and the Escrow Shares.
<PAGE>
3. Miscellaneous.
(a) The parties hereby acknowledge that the Escrow Agreement and the
related Pledge Agreement made by Low to Vertical and Matzner have been
terminated and that the certificates representing the Escrow Shares were
delivered to Sunrise under the Warrant Agreement.
(b) The terms "this Agreement," "hereof," "hereunder," and words of
like meaning appearing in the Warrant Agreement shall mean and refer to the
Agreement as amended by this Amendment.
(c) Notices given to ISCC shall be given in the manner provided in the
Warrant Agreement as follows:
Israel Securities Center Corp.
310 Madison Avenue
Suite 503
New York, New York 10017
Attn: Isaac Vidomlanski
(d) Except as otherwise amended pursuant to this Amendment, the Warrant
Agreement shall remain in full force and effect, and the parties hereto hereby
reaffirm each of
[Balance of Page Intentionally Left Blank]
2
<PAGE>
their respective agreements, covenants and obligations set forth therein.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
STRATASYS, INC.
By: /s/ S. Scott Crump
------------------------------------------
S. Scott Crump, President
VERTICAL FINANCIAL INC.
By: /s/ Jacob Agam
------------------------------------------
Jacob Agam, President
/s/ Nathan Low
-----------------------------------------------
Nathan Low
/s/ Robb Matzner
-----------------------------------------------
Robb Matzner
/s/ Floy L. Shaeffer
-----------------------------------------------
Floy L. Shaeffer
/s/ Donald Heimstaedt
-----------------------------------------------
Donald Heimstaedt
SUNRISE SECURITIES CORP.
By: /s/ Nathan Low
------------------------------------------
Nathan Low, President
ISRAEL SECURITIES CENTER CORP.
By: /s/ Isaac Vidomlanski
------------------------------------------
Isaac Vidomlanski, President
3
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 22, 1996, which appears
on page F-2 of the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1995.
/s/ Rothstein, Kass & Company, P.C.
-----------------------------------
Rothstein, Kass & Company, P.C.
Roseland, New Jersey
July 10, 1996
