<PAGE> 1
As filed with the Securities and Exchange Commission on June 17, 1996
Reg. No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ELTRON INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
California 41 Moreland Road 95-4302537
(State or other jurisdiction of Simi Valley, California 93065 (I.R.S. Employer
incorporation or organization) (805) 579-1800 Identification No.)
</TABLE>
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Daniel C. Toomey, Jr.
Eltron International, Inc.
41 Moreland Road
Simi Valley, California 93065
(805) 579-1800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With a copy to:
Yvonne E. Chester, Esq.
Troy & Gould Professional Corporation
1801 Century Park East, Suite 1600
Los Angeles, California 90067
(310) 553-4441
Approximate date of commencement of proposed sale to public:
As soon as practicable 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, as amended, 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, please 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 maximum Proposed maximum Amount of
Title of each class of Amount to be offering price aggregate offering registration
securities to be registered registered per share(1) price(1) fee
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value............ 322,991 shares $27.00 $8,720,757 $3,007
=============================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
and based, pursuant to Rule 457(c), on the average of the high and low
prices of Registrant's Common Stock as reported on the Nasdaq National
Market on June 10, 1996.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE> 2
ELTRON INTERNATIONAL, INC.
Cross-Reference Sheet
Pursuant to Item 501(b) of Regulation S-K, showing the location in the
Prospectus of the answers to the items in Part I of Form S-3.
<TABLE>
<CAPTION>
Form S-3 Item Number and Caption Prospectus Caption
-------------------------------- ------------------
<S> <C>
1. Front of the Registration Statement and Outside Facing Page; Outside Front Cover Page
Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of Inside Front Cover Page and Back Cover Page
Prospectus
3. Summary Information, Risk Factors and Ratio of Risk Factors
Earnings to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Outside Front Cover Page; Price Range of
Common Stock and Dividend Policy
6. Dilution Not Applicable
7. Selling Security Holders Selling Securityholders
8. Plan of Distribution Outside Front Cover Page; Plan of Distribution
9. Description of Securities to Be Registered Outside Front Cover Page; Description of
Securities
10. Interest of Named Experts and Counsel Not Applicable
11. Material Changes Not Applicable
12. Incorporation of Certain Information by Reference Incorporation of Certain Documents by Reference
13. Disclosure of Commission Position on Not Applicable
Indemnification for Securities Act Liabilities
</TABLE>
<PAGE> 3
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED JUNE 17, 1996
PROSPECTUS
ELTRON INTERNATIONAL, INC.
322,991 SHARES
This prospectus relates to the offer by certain securityholders named
herein (the "Selling Securityholders") for sale to the public from time to time
of up to 322,991 shares (the "shares") of common stock, no par value (the
"Common Stock"), of Eltron International, Inc. See "Selling Securityholders."
Unless otherwise indicated herein, references herein to the "Company" mean
Eltron International, Inc. and its subsidiaries.
The company will not receive any proceeds from the sale of the Common
Stock offered hereby. See "Use of Proceeds" and "Description of Securities."
The Common Stock is traded on The Nasdaq National Market under the
symbol "ELTN." As of June 10, 1996, the last sale price for the Common Stock as
reported on The Nasdaq National Market was $27.25. See "Price Range of Common
Stock and Dividend Policy."
The Securityholders have advised the Company that they may sell,
directly or through brokers, all or a portion of the Shares owned by each of
them in negotiated transactions or in transactions on The Nasdaq National Market
or otherwise at prices and terms prevailing at the time of sale. It is
anticipated that usual and customary brokerage fees will be paid by the Selling
Securityholders. In connection with such sales, the Selling Securityholders and
any participating broker or dealer may be deemed to be "underwriters" of the
Shares within the meaning of the Securities Act of 1933, as amended (the
"Securities Act").
The company has informed the Selling Securityholders that the
anti-manipulation provisions of Rules 10b-6 and 10b-7 under the Securities
Exchange Act of 1934 (the "Exchange Act") may apply to their sales of the
Shares. The Company also has advised the Selling Securityholders of the
requirements for delivery of this Prospectus in connection with any sale of the
Shares.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS FOR A DISCUSSION
OF CERTAIN MATERIAL RISKS ASSOCIATED WITH AN INVESTMENT IN THE SHARES OFFERED
HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
===============================================================================================================================
Price to Proceeds to Selling
Public Securityholders (1)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Per Share of Common Stock........................................... $27.25(2) $8,801,505
- -------------------------------------------------------------------------------------------------------------------------------
Total............................................................... $8,801,505
===============================================================================================================================
</TABLE>
(1) All proceeds from the sale of the Shares offered hereby will be
received by the Selling Securityholders. The amount shown is without
deduction for brokerage fees which may be paid by the Selling
Securityholders and for offering expenses, estimated at $50,000,
payable by the Company. See "Use of Proceeds."
(2) Based on the last reported sale price of the Common Stock on The Nasdaq
National Market on June 10, 1996.
The date of this Prospectus is , 1996.
<PAGE> 4
AVAILABLE INFORMATION
Eltron International, Inc. and its subsidiaries (the "Company" or
"Eltron") is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports, proxy or information statements, and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as at the following regional
offices: 7 World Trade Center, New York, New York 10048, and Northwestern Atrium
Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such materials also can be obtained from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. The Securities are traded on The Nasdaq National Market and
the Company's reports, proxy or information statements, and other information
filed with Nasdaq may be inspected at Nasdaq's offices at 1735 K Street, N.W.,
Washington, D.C., 20006.
Additional information regarding the Company and the Shares offered
hereby is contained in the Registration Statement on Form S-3 of which this
Prospectus is a part (including all exhibits and amendments thereto, the
"Registration Statement"), filed with the Commission under the Securities Act of
1933, as amended (the "Securities Act"). For further information pertaining to
the Company and the Common Stock, reference is made to the Registration
Statement and the exhibits thereto, which may be inspected and copied at the
Commission's public reference facilities at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company (Commission File No.
0-23342) with the Commission under the Exchange Act are incorporated in this
Prospectus by reference: (a) the Company's Annual Report on Form 10-K for the
year ended December 31, 1995 as amended by Form 10-K-A; (b) the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1996; (c) the
Company's Current Reports on Form 8-K filed October 18, 1995 (Date of Event:
September 29, 1995); February 6, 1996 (Date of Event: January 20, 1996); April
19, 1996 (Date of Event: April 15, 1996); March 12, 1996 (Date of Event: March
1, 1996), as amended by the Form 8-K-A filed May 14, 1996 (Date of Event: March
1, 1996); and Form 8-K filed June 17, 1996 (Date of Event: June 17, 1996).
All documents filed by the Company pursuant to Section 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 this offering shall be deemed to be incorporated by
reference into this Prospectus and to be a part of this Prospectus from the date
of 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.
On request, the Company will provide, without charge, to each person,
including any beneficial owner, to whom this Prospectus is delivered a copy of
any or all of the documents incorporated by reference (other than exhibits to
such documents that are not specifically incorporated by reference in such
documents). Requests for such copies should be directed to Eltron International,
Inc., 41 Moreland Road, Simi Valley, California 93605, Attention: Daniel C.
Toomey, Jr., telephone number (805) 579-1800.
2.
<PAGE> 5
PROSPECTUS SUMMARY
The following information is qualified in its entirety by the more
detailed information, including "Risk Factors" and the Company's Consolidated
Financial Statements and Notes thereto incorporated by reference herein. Except
as otherwise noted, all share and per share data in this Prospectus have been
adjusted to reflect a 1.5-for-1 forward stock split of the Company's Common
Stock effected in October 1993, a 1-for-.9640288 reverse stock split effected in
January 1994, and a 2-for-1 forward stock split effect in May 1995. Unless
otherwise indicated, the information contained in this Prospectus assumes that
outstanding warrants and options outstanding under the Company's stock option
plans, are not exercised.
THE COMPANY
Eltron was incorporated in California on January 9, 1991 and its
principal executive offices are located at 41 Moreland Road, Simi Valley,
California 93605. The Company's telephone number is (805) 579-1800. Unless the
context otherwise requires, the term "Company" or "Eltron" refers to Eltron
International, Inc. and its subsidiaries.
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered hereby................................... 322,991 shares
Common Stock to be outstanding after offering................. 7,217,662 shares(1)
Use of proceeds .............................................. All of the proceeds from the sale of the Common Stock
offered hereby will be received by the Selling
Securityholders. The Company will not receive any of
the proceeds from this offering but will bear estimated
expenses of approximately $50,000.
Nasdaq National Market Symbol................................. ELTN
</TABLE>
- ----------------
(1) Based upon 7,217,662 shares issued and outstanding as of June 10, 1996.
3.
<PAGE> 6
RISK FACTORS
In addition to the other information in this Prospectus and
incorporated herein by reference, the following risk factors should be
considered carefully in evaluating the Company and its business before
purchasing the Shares offered by this Prospectus. An investment in the Shares
offered hereby is speculative in nature and involves a high degree of risk.
DEPENDENCE ON SIGNIFICANT CUSTOMER
For the years ended December 31, 1993, 1994 and 1995, the Company's
largest customer, United Parcel Service ("UPS"), accounted for approximately
$1.2 million, $7.9 million and $20.8 million, respectively, of the Company's
sales. The Company has not entered into any long-term contract for the sale of
its products to UPS, and there is no obligation on the part of UPS to place any
further orders with the Company. The Company's financial position, results of
operations and cash flows are substantially dependent on sales to UPS, the loss
or reduction of which would have a material adverse effect on the Company's
results of operations and adversely affect the market price of the Company's
Common Stock.
ABILITY TO SUSTAIN GROWTH RATE
In 1995, 1994 and 1993, the Company achieved annual sales growth of
51%, 63% and 88%, respectively. In the opinion of management, these growth
percentages can primarily be attributed to initial market penetration by the
Company. Management believes that as the Company further penetrates its target
markets and matures, it may not be able to sustain its historic growth rate.
Shareholders and investors should not rely on the continuation of the Company's
historic growth rate in making their investment decisions.
MANAGEMENT OF RAPIDLY CHANGING BUSINESS, ACQUISITIONS
The Company has experienced recent rapid growth and is subject to the
risks inherent in the expansion and growth of a business enterprise. This
significant growth has placed and, if sustained, will continue to place, a
substantial strain on the operational, administrative and financial resources of
the Company and has resulted in an increase in the level of responsibility for
the Company's existing and new management personnel. To manage its growth
effectively, the Company will be required to continue to implement and improve
its operating and financial systems and to expand, train and manage its employee
base. There can be no assurance that the management skills and systems currently
in place will be adequate if Eltron continues to grow.
Recently the Company has completed a number of acquisitions and a
merger. Eltron's management has only limited experience with acquisitions or
mergers, which involve numerous risks, including difficulties in the
assimilation of acquired operations and products, the diversion of management's
attention from other business concerns and the potential loss of key employees,
suppliers, and customers of the acquired companies. For a period after these
acquisitions it may become more difficult for management to accurately forecast
product demand, operating expenses and capital requirements until these
businesses are successfully integrated into Eltron's business systems and
operations. During this period, the Company's financial position, results of
operations and cash flows may be adversely affected. There can be no assurance
that management will be able to manage these issues successfully.
MANAGEMENT OF INVENTORY
The Company's market requires that its products be shipped very quickly
after an order is received. Since purchased component and manufacturing lead
times are typically much longer than the short order fulfillment time for the
Company's products, the Company is required to keep adequate inventories of both
components and finished goods, and must accurately forecast demand for its many
products. Inaccurate forecasts of customer demand, restricted availability of
purchased components, supplier quality control problems, production equipment
problems, carrier strikes or damage to products during manufacture could result
in a buildup of excess components or finished goods on the one hand and an
inability to deliver product on a timely basis on the other hand, either of
which could have a material adverse effect on the Company's financial position,
results of operations and cash flows.
4.
<PAGE> 7
COMPETITION
Competition in the bar code printer market is intense and is expected
by the Company to increase. The Company competes with a number of companies,
many of which have greater financial, technical and marketing resources than the
Company. The Company believes its ability to compete successfully depends on a
number of factors both within and outside its control, including product
pricing, quality and performance; success in developing new products; adequate
manufacturing capacity and supply of components and materials; efficiency of
manufacturing operations; effectiveness of sales and marketing resources and
strategies; strategic relationships with other suppliers; timing of new product
introductions by the Company and its competitors; general market and economic
conditions; and government actions throughout the world. There can be no
assurance that the Company will be able to compete successfully in the future.
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS
The Company's sales outside of the United States totaled approximately
$4.9 million, $5.9 million and $12.0 million in 1993, 1994 and 1995,
respectively. The Company expects that international sales will continue to
represent a significant portion of its revenues. International sales are subject
to inherent risks, including fluctuations in local economies, difficulties in
staffing and managing foreign operations, fluctuating exchange rates, increased
difficulty of inventory management, greater difficulty in accounts receivable
collection, costs and risks associated with localizing products for foreign
countries, unexpected changes in regulatory requirements, tariffs and other
trade barriers, and burdens of complying with a variety of foreign laws. There
can be no assurance that these factors will not have a material adverse impact
on the Company's ability to increase or maintain its international sales or on
its financial position, results of operations and cash flows. A substantial
portion of the value of the components used in the manufacture of the Company's
products is represented by components purchased from entities based in Japan.
The continued weakness of the U.S. dollar against the Japanese yen could result
in an increase in the cost of these components.
DEVELOPMENT OF MARKETS AND ACCEPTANCE OF PRODUCTS; GROWTH OF BAR CODE MARKET
The Company's continued growth will depend on the Company's ability to
improve and market its existing products and to develop and successfully market
new products. However, the Company's near-term financial results will depend in
part upon increasing market acceptance of, and the Company's ability to expand
the market share for, its products. There can be no assurance that any new
products the Company may introduce will gain market acceptance.
The markets for the Company's products are characterized by rapidly
changing technology, frequent new product introductions and price erosion.
Accordingly, the Company believes its future prospects depend on its ability not
only to enhance and successfully market its existing products, but also to
develop and introduce new products in a timely fashion that achieve market
acceptance. There can be no assurance that the Company will be able to identify,
design, develop, market or support such products successfully or that the
Company will be able to respond effectively to technological changes or product
announcements by competitors. Delays in new product introductions or product
enhancements, or the introduction of unsuccessful products, could have a
material adverse effect on the Company's financial position, results of
operations and cash flows.
The Company's current products are primarily used in the bar code
market, which began in the 1960s and since then has experienced substantial
growth, particularly since 1989. To the extent the bar code market does not
continue to grow or experiences a significant economic downturn, the Company's
ability to generate revenues could be materially adversely affected. Moreover,
even if the size of the bar code market does increase, there can be no assurance
that the demand for the Company's products will also increase.
5.
<PAGE> 8
RELIANCE ON CERTAIN SUPPLIERS
The Company purchases numerous parts, supplies and other components
from various suppliers, which the Company assembles into its products. Although
there are at least two sources for many of such parts, supplies and components,
the Company currently relies on a single source of supply, Mitsubishi
Electronics, for the main microprocessor used to control its printers, and is
heavily dependent on Rohm Co., Ltd. and Kyocera Industrial Ceramics CP, its
primary supply sources for print heads, and NMB Technologies, Inc., its primary
supply source for motors. Additionally, each of TEC Corporation and Tohoku Ricoh
Company Ltd. is a primary source of supply for certain products manufactured by
the Company's RJS, Inc. subsidiary. The Company is vulnerable to limits in
supply and pricing and product changes by its suppliers. Although management
believes that such changes could be accommodated by the Company, they may
necessitate changes in the Company's product design or manufacturing methods,
and the Company could experience temporary delays or interruptions in supply
while such changes are incorporated. Further, because the order time for
microprocessors, print heads and motors averages four months, the Company could
also experience delays or interruptions in supply in the event the Company is
required to find a new supplier for any of these components. Any future
disruptions in supply of suitable parts and components from the Company's
principal suppliers could have a material adverse effect on the Company's
results of operations.
No back-up tooling exists for many of the Company's molded plastic
components. Should a mold break or become unusable, repair or replacement could
take several months. The Company does not always maintain sufficient inventory
to allow it to fill customer orders without interruption during the time that
would be required to obtain an adequate supply of molded plastic products.
Accordingly, an extended interruption in the supply of any such components could
adversely affect the Company's financial position, results of operations and
cash flows.
FLUCTUATIONS IN QUARTERLY RESULTS; POSSIBLE VOLATILITY OF STOCK PRICE
Factors such as announcements by the Company of quarterly variations in
its financial results could cause the market price of the Common Stock of the
Company to fluctuate significantly. The Company's quarterly operating results
may fluctuate significantly in the future due to a number of factors, including
timing of new product introductions by the Company and its competitors, changes
in the mix of products sold; availability and pricing of components from third
parties; timing of orders; level and pricing of international sales; foreign
currency exchange rates; difficulty in maintaining margins; changes in pricing
policies by the Company, its competitors or suppliers, technological change; and
economic conditions generally. Accordingly, the Company could experience an
inability to ship products as rapidly following receipt of an order as it has
been able to do in the past, which could have a material adverse effect on the
Company's operating results for a particular quarter.
The results of operations in previous quarters have been partially
dependent on large orders, which may not recur in the future. Should the Company
fail to obtain new significant orders, this would have a material adverse effect
on the Company's results of operations and stock price.
In recent years, the stock markets in general, and the share prices of
technology companies in particular, have experienced extreme fluctuations. These
broad market and industry fluctuations may adversely affect the market price of
the Common Stock. There can be no assurance that the market price of the Common
Stock will be higher than the price paid by purchasers in this offering. In
addition, failure to meet or exceed analysts' reports may result in significant
price and volume fluctuations in the Common Stock.
DEPENDENCE ON KEY PERSONNEL
The Company is dependent upon its executive officers and certain key
employees, the loss of any one of whom could have a material adverse effect on
the Company. The Company maintains key-man life insurance in the amount of
$1,000,000 on the life of Donald K. Skinner, the Company's Chief Executive
Officer and Chairman. There can be no assurance that the proceeds from this
policy will be sufficient to compensate the Company in the event of Mr.
Skinner's death, and this policy does not cover the Company in the event that
Mr. Skinner becomes disabled or is otherwise unable to render services to the
Company. The continued success of the Company is also dependent upon
6.
<PAGE> 9
its ability to attract and retain highly qualified personnel. There can be no
assurance that the Company will be able to recruit and retain such personnel.
PATENTS, INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
The Company regards portions of the hardware designs and operating
software incorporated into its products as proprietary and attempts to protect
them with a combination of patents, copyright, trademark and trade secret laws,
employee and third-party nondisclosure agreements and similar means. The Company
has no patents pertaining to certain of its current products, and it may be
possible for unauthorized third parties to copy certain portions of such
products or to reverse engineer or otherwise obtain and use, to the Company's
detriment, information that the Company regards as proprietary. While the
Company does own certain patents relating to products manufactured by its RJS,
Inc. subsidiary, there can be no assurance that such patents are broad enough to
protect against the use of similar technologies by the Company's competitors.
There can be no assurance, therefore, that any of the Company's competitors,
some of whom have greater resources than the Company, will not independently
develop technologies that are substantially equivalent or superior to the
Company's technology. Moreover, the laws of some foreign countries do not afford
the same protection to the Company's proprietary rights as do United States
laws. There can be no assurance that legal protections relied upon by the
Company to protect its proprietary position will be adequate.
ANTI-TAKEOVER EFFECTS OF UNISSUED PREFERRED STOCK
The Company's Board of Directors has the authority to issue up to
10,000,000 shares of Preferred Stock and to determine the price, rights,
preferences and privileges of those shares without any further vote or action by
the shareholders. The rights of the holders of Common Stock will be subject to,
and may be adversely affected by, the rights of the holders of any shares of
Preferred Stock that may be issued in the future. The issuance of Preferred
Stock, while providing desirable flexibility in connection with possible
acquisitions and other corporate purposes, could have the effect of making it
more difficult for a third party to acquire a majority of the outstanding voting
stock of the Company. The Company has no present plans to issue shares of
Preferred Stock.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Common Stock offered hereby. The Company will pay the costs of this offering,
which are estimated to be $50,000.
7.
<PAGE> 10
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The Common Stock began trading on The Nasdaq National Market on
February 9, 1994 under the symbol "ELTN." The following table sets forth for the
periods indicated the high and low last sale prices of the Common Stock on The
Nasdaq National Market.
<TABLE>
<CAPTION>
1994 HIGH LOW
---- ---- ---
<S> <C> <C>
First Quarter (since February 9, 1994).......... $ 4 5/16 $ 3 1/2
Second Quarter.................................. 4 3/8 3 9/16
Third Quarter................................... 8 1/4 4 1/8
Fourth Quarter.................................. 11 3/8 7 3/16
1995
First Quarter .................................. 14 1/4 9 3/8
Second Quarter.................................. 24 1/4 13 3/8
Third Quarter................................... 29 1/2 19 1/4
Fourth Quarter.................................. 38 3/4 25
1996
First Quarter................................... 36 7/8 30
Second Quarter (through June 10, 1996).......... 33 1/4 24 3/4
</TABLE>
For a recent closing price for the Common Stock as reported on The
Nasdaq National Market see the cover page of this Prospectus. As of June 10,
1996, there were 65 record owners of the Common Stock according to information
available from the Company's transfer agent.
To date, the Company has not declared or paid any cash dividends with
respect to its Common Stock, and the current policy of the Board of Directors is
to retain earnings, if any. Consequently, no cash dividends are expected to be
paid on the Company's Common Stock in the foreseeable future.
8.
<PAGE> 11
SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth certain selected consolidated financial
information, which should be read in conjunction with "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and the
Consolidated Financial Statements and related notes thereto incorporated by
reference in this Prospectus. The selected consolidated financial data for each
of the five years in the period ended December 31, 1995 have been derived from
the audited consolidated financial statements of the Company. The consolidated
statements of operations data for the three months ended March 31, 1995 and
1996 and the consolidated balance sheet data at March 31, 1996 are unaudited
but have been prepared on the same basis as the audited consolidated financial
statements and, in the opinion of management, contain all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of the results of operations for such periods. The consolidated
results of operations for the three months ended March 31, 1996 are not
necessarily indicative of results to be expected for any future quarter or the
year ending December 31, 1996.
The acquisition of RJS, Inc. in a merger transaction on March 1, 1996
has been accounted for as a pooling of interests for financial reporting
purposes. The financial information below is based on the assumption that the
two companies were combined at the beginning of the year, and all financial
statements for prior periods presented have been restated to give effect to the
combination. In connection with the acquisition, RJS changed its fiscal year
end from September 30 to December 31, which conforms to Eltron's year end.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------
1991 1992 1993 1994 1995
----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF
OPERATIONS DATA:
Sales.................................... $8,794,834 $11,906,824 $17,989,005 $29,276,490 $54,971,064
Cost of sales............................ 5,896,036 7,531,211 10,961,012 16,253,100 30,123,477
---------- ----------- ----------- ----------- -----------
Gross profit............................. 2,898,798 4,375,613 7,027,993 13,023,390 24,847,587
Selling, general and administrative
expense ............................... 2,752,485 3,473,355 3,983,624 5,803,352 11,270,292
Research and product development
expense................................ 464,687 765,173 1,592,022 1,885,320 2,932,003
Writeoff of acquired in process
technology and other costs associated
with acquisition....................... - - - - -
---------- ----------- ----------- ----------- -----------
Income (loss) from operations............ (318,374) 137,085 1,452,347 5,334,718 10,645,292
Other (income) expense, net.............. (54,674) 101,796 379,490 115,800 (115,171)
---------- ----------- ----------- ----------- -----------
Income (loss) before provision for
income taxes.......................... (263,700) 35,289 1,072,857 5,218,918 10,760,463
Provision for income taxes.............. 26,800 142,800 72,473 1,595,714 3,640,762
---------- ----------- ----------- ----------- -----------
Income (loss) before cumulative
effect of accounting change........... (290,500) (107,511) 1,000,384 3,623,204 7,119,701
Cumulative effect of accounting
change................................ - 1,151,000 - - -
---------- ----------- ----------- ----------- -----------
Net income (loss)....................... $ (290,500) $ 1,043,489 $ 1,000,384 $ 3,623,204 $ 7,119,701
========== =========== =========== =========== ===========
Net income (loss) per common share...... $ (0.09) $ 0.06 $ 0.28 $ 0.58 $ 0.97
========== =========== =========== =========== ===========
Weighted average number of shares
outstanding........................... 3,333,690 3,441,604 3,542,344 6,211,796 7,348,966
========== =========== =========== =========== ===========
<CAPTION>
Three Months
Ended March 31,
-----------------------------------
1995 1996
--------------- ---------------
(Unaudited) (Unaudited)
<S> <C> <C>
CONSOLIDATED STATEMENTS OF
OPERATIONS DATA:
Sales................................... $11,774,466 $19,019,185
Cost of sales........................... 6,329,907 10,251,541
----------- -----------
Gross profit............................ 5,444,559 8,767,644
Selling, general and administrative
expense............................... 2,441,760 3,735,668
Research and product development
expense............................... 531,958 1,237,471
Writeoff of acquired in process
technology and other costs associated
with acquisition...................... - 3,198,555
----------- -----------
Income (loss) from operations........... 2,470,841 595,950
Other (income) expense, net............. (38,929) (42,631)
----------- -----------
Income (loss) before provision for
income taxes.......................... 2,509,770 638,581
Provision for income taxes.............. 879,068 1,381,369
----------- -----------
Income (loss) before cumulative
effect of accounting change........... - -
Cumulative effect of accounting
change................................ - -
Net income (loss)....................... $ 1,630,702 $ (742,788)
=========== ==========
Net income (loss) per common share...... $ 0.24 $ 0.10
=========== ==========
Weighted average number of shares
outstanding........................... 6,738,009 7,768,349
=========== ==========
</TABLE>
<TABLE>
<CAPTION>
March 31,
December 31, 1996
---------------------------------------------------------- ------------------
1992 1993 1994 1995 (Unaudited)
------------ ----------- ---------- ------------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Working capital.................. $2,275,284 $2,553,277 $10,462,799 $31,535,828 $28,937,661
Total assets..................... 6,260,677 7,655,197 19,494,002 45,624,225 44,110,252
Shareholders' equity ............ 968,885 1,969,269 11,779,835 36,185,179 35,013,599
</TABLE>
<PAGE> 12
SELLING SECURITYHOLDERS
As part of the acquisition of RJS, Inc. ("RJS") by Eltron in a merger
transaction, the shareholders of RJS received an aggregate of 322,991 shares of
Common Stock of Eltron. The Shares are being registered hereunder pursuant to
certain registration rights granted to the Selling Securityholders.
The following table sets forth as of June 10, 1996 the number and
percent of shares of Common Stock owned by each of the Selling Securityholders,
the number of shares of Common Stock offered by each of them hereby, and the
number and percent of shares of Common Stock to be held by each of them after
the conclusion of this offering. No Selling Securityholder or its or his
affiliates has any office or other material relationship with the Company,
except that each of the individual Selling Securityholders and A. Tee Migliori,
a trustee of the Migliori Family Trust, have been employees of the Company since
March 1, 1996. Prior to that time, such persons were executive officers of RJS.
<TABLE>
<CAPTION>
Before Offering After Offering
------------------------- ------------------------------
Number of Number of
Shares Number of Shares
Selling Beneficially Shares Beneficially
Securityholder Owned Percent(1) Being Offered Owned Percent(1)
-------------- ----- ---------- ------------- ----- ----------
<S> <C> <C> <C> <C> <C>
The Migliori Family Trust 135,951 1.9% 135,951 0 0%
James R. Morgan 68,120 .9% 68,120 0 0%
Richard E. Mahmarian 84,860 1.2% 84,860 0 0%
William C. McCubbins 34,060 .5% 34,060 0 0%
</TABLE>
- -----------------
(1) Based on 7,217,662 shares of Common Stock outstanding as of June 10,
1996.
PLAN OF DISTRIBUTION
Each of the Selling Securityholders has advised the Company that he or
it may sell, directly or through brokers, his or its Shares offered hereby in
negotiated transactions or in one or more transactions on The Nasdaq National
Market, or otherwise, at the prices prevailing at the time of sale. In
connection with such sales, the Selling Securityholders and any participating
broker may be deemed to be "underwriters" of the Shares so sold within the
meaning of the Securities Act, although the offering of the Shares will not be
underwritten by any broker-dealer firm.
The Company will bear all costs and expenses of the registration of the
Shares under the Securities Act and certain state securities laws, other than
fees of counsel for the Selling Securityholders and any discounts or commissions
payable with respect to sales of such Shares.
The Company has informed the Selling Securityholders that the
anti-manipulation provisions of Rules 10b-6 and 10b-7 under the Exchange Act may
apply to their sales of the Shares and has furnished each of the Selling
Securityholders with a copy of these rules. The Company also has advised the
Selling Securityholders of the requirement for delivery of this Prospectus in
connection with any sale of the Shares.
10.
<PAGE> 13
DESCRIPTION OF SECURITIES
The authorized capital stock of the Company consists of 30,000,000
shares of Common Stock, no par value, of which 7,217,662 were issued and
outstanding as of June 10, 1996 and 10,000,000 shares of Preferred Stock, no par
value, none of which are issued and outstanding.
COMMON STOCK
The holders of Common Stock are entitled to receive dividends when and
as declared by the Board of Directors out of any funds lawfully available
therefor. Holders of Common Stock are entitled to one vote per share on all
matters on which the holders of Common Stock are entitled to vote and the
holders of Common Stock may cumulate their votes in the election of directors
upon giving notice as required by law. Cumulative voting means that in any
election of directors, each shareholder may give one candidate a number of votes
equal to the number of directors to be elected multiplied by the number of
shares held by such shareholder, or such shareholder may distribute such number
of votes among as many candidates as the shareholder sees fit. There are no
preemptive rights associated with any of the shares of Common Stock. In the
event of a liquidation, dissolution or winding up of the Company, holders of
Common Stock are entitled to share equally and ratably in the assets of the
Company, if any, remaining after the payment of all debt and liabilities of the
Company and the liquidation preference of any outstanding class or series of
Preferred Stock. The outstanding shares of Common Stock are, and the shares of
Common Stock offered hereby when issued will be, fully paid and nonassessable.
The rights, preferences and privileges of holders of Common Stock are subject to
any series of Preferred Stock that the Company may issue in the future.
PREFERRED STOCK
The Company is authorized to issue Preferred Stock in series to be
designated by the Board of Directors. Material provisions describing the terms
of any series of Preferred Stock that may be issued in the future, such as
dividend rate, conversion features, voting rights, redemption rights and
liquidation preferences, are determined by the Board of Directors of the Company
at the time of issuance. The right of the Board of Directors to issue "blank
series" Preferred Stock may adversely affect the rights of holders of shares of
Common Stock and also could be used by the Company as a means of resisting a
change of control of the Company. However, the Company does not presently
anticipate that it will issue any Preferred Stock.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock of the Company is
U.S. Stock Transfer Corporation, Glendale, California.
LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS
The Company's Amended and Restated Articles of Incorporation limit the
liability of its directors. As permitted by amendments to the California
Corporations Code enacted in 1987, directors will not be liable to the Company
for monetary damages arising from a breach of their fiduciary duty as directors
in certain circumstances. Such limitation does not affect liability for any
breach of a director's duty to the Company or its shareholders (i) with respect
to approval by the director of any transaction from which he derives an improper
personal benefit, (ii) with respect to acts or omissions involving an absence of
good faith that he believes to be contrary to the best interests of the Company
or its shareholders, that involve intentional misconduct or a knowing and
culpable violation of law, that constitute an unexcused pattern of inattention
that amounts to an abdication of his duty to the Company or its shareholders, or
that show a reckless disregard for his duty to the Company or its shareholders
in circumstances in which he was or should have been aware, in the ordinary
course of performing his duties, of a risk of serious injury to the Company or
its shareholders, (iii) based on transactions between the Company and its
directors or another corporation with interrelated directors or on improper
distributions, loans or guarantees under applicable sections of the California
Corporations Code. Such limitation of liability also does not affect the
availability of equitable remedies such as injunctive relief or rescission. The
Company has been informed that, in the opinion of the Securities Exchange
11.
<PAGE> 14
Commission (the "Commission"), indemnification provisions such as those
contained in the Company's Amended and Restated Articles of Incorporation are
unenforceable with respect to claims arising under Federal securities laws.
The Company's Bylaws provide that the Company shall indemnify its
directors and officers to the full extent permitted by California law, including
circumstances in which indemnification is otherwise discretionary under
California law, and the Company has entered into indemnity agreements with its
directors and officers providing such indemnity.
LEGAL MATTERS
Troy & Gould Professional Corporation, Los Angeles, California, has
rendered an opinion to the effect that the securities offered hereby by the
Selling Securityholders, when sold and paid for, will be duly and validly
issued, fully paid and nonassessable.
EXPERTS
The consolidated balance sheets of the Company as of December 31, 1994
and 1995 and the related consolidated statements of operations, shareholders'
equity and cash flows for each of the three years in the period ended December
31, 1995, restated to reflect the combination of the pooling of interest with
RJS, Inc. and Subsidiary, have been incorporated by reference in this Prospectus
on Form 8-K filed on June 17, 1996 in reliance upon the report of Coopers &
Lybrand L.L.P., independent accountants, given on the authority of that firm as
experts in accounting and auditing.
The financial statements of RJS, Incorporated and subsidiary as of
September 30, 1995 and 1994 and for the years then ended incorporated in this
Prospectus by reference from the Company's Form 8-K-A filed on May 14, 1996 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is also incorporated herein, and has been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
12.
<PAGE> 15
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
RJS, Incorporated:
We have audited the consolidated balance sheets of RJS, Incorporated and
subsidiary (the "Company") as of September 30, 1995 and 1994, and the related
consolidated statements of income and retained earnings and of cash flows for
each of the three years in the period ended September 30, 1995 (not presented
separately herein). These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company at September 30, 1995
and 1994, and the results of its operations and its cash flows for each of the
three years in the period ended September 30, 1995 in conformity with generally
accepted accounting principles.
DELOITTE & TOUCHE LLP
Los Angeles, California
November 22, 1995
(1927)
3(a)
<PAGE> 16
================================================================================
No dealer, salesman or other person has been authorized to give any
information or make any representations, other than those contained in this
Prospectus, in connection with the offering hereby, and, if given or made, such
information and representations must not be relied upon as having been
authorized by the Company or the Selling Securityholders. This Prospectus does
not constitute an offer to sell, or a solicitation of an offer to buy, any
securities to any person in any State or other jurisdiction in which such offer
or solicitation is unlawful. 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 or the facts herein set
forth since the date hereof.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information ..................................................... 2
Incorporation of Certain Documents by Reference ........................... 2
Risk Factors .............................................................. 4
Use of Proceeds ........................................................... 7
Price Range of Common Stock and Dividend Policy ........................... 8
Selected Consolidated Financial Data ...................................... 9
Selling Securityholders ................................................... 10
Plan of Distribution ...................................................... 10
Description of Securities ................................................. 11
Legal Matters ............................................................. 12
Experts ................................................................... 12
</TABLE>
================================================================================
================================================================================
322,991 Shares of Common Stock
ELTRON INTERNATIONAL, INC.
------------
PROSPECTUS
------------
June , 1996
===============================================================================
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The Company estimates 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 by the Company.
<TABLE>
<S> <C>
SEC registration fee .......................................... $ 3,007
Nasdaq National Market fee .................................... 5,000
Printing expenses ............................................. 1,000
Accounting fees and expenses .................................. 23,000
Legal fees and expenses ....................................... 8,000
Fees and expenses for qualification under
state securities laws ...................................... 2,000
Miscellaneous ................................................. 7,993
-------
Total ...................................................... 50,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Amended and Restated Articles of Incorporation, as amended, and
Bylaws of the Company require the Company to indemnify its officers and
directors to the fullest extent permitted by Section 317 of the California
General Corporation Law and applicable law. Section 317 of the California
General Corporation Law makes provision for the indemnification of officers,
directors and other corporate agents in terms sufficiently broad to indemnify
such person, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act").
II-1
<PAGE> 18
ITEM 16. EXHIBITS
The following exhibits are filed herewith or incorporated by reference
as a part of this Registration Statement:
4.1 Specimen Common Stock certificate (filed with the Commission
on February 8, 1994 as Exhibit 4.1 to Amendment No. 2 to the
Company's Registration Statement on Form SB-2 (Reg. No. 33-
72200-LA) and incorporated herein by reference).
5.1 Opinion of Troy & Gould Professional Corporation regarding the
legality of the securities registered hereunder.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Troy & Gould Professional Corporation (contained in
Exhibit 5.1).
23.3 Consent of Deloitte & Touche LLP
24 Power of Attorney (contained in Part II).
ITEM 17. UNDERTAKINGS
(a) The undersigned Company 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 such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities 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.
II-2
<PAGE> 19
(b) The undersigned Company 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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company 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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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.
II-3
<PAGE> 20
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
the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Simi Valley, California, on June 17, 1996.
ELTRON INTERNATIONAL, INC.
By: /s/ Donald K. Skinner
------------------------------
Donald K. Skinner,
Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Donald K. Skinner, Daniel C. Toomey, Jr.
and Hugh Gagnier, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Donald K. Skinner Chairman of the Board and Chief June 17, 1996
- -------------------------- Executive Officer (Principal
Donald K. Skinner Executive Officer)
/s/ Hugh Gagnier President, Chief Operating Officer June 17, 1996
- -------------------------- and Director
Hugh Gagnier
/s/ Daniel C. Toomey, Jr. Vice President Finance and Chief June 17, 1996
- -------------------------- Financial Officer (Principal
Daniel C. Toomey, Jr. Financial and Accounting Officer)
Director _______, 1996
- --------------------------
Arthur Wang
/s/ Robert G. Bartizal Director June 17, 1996
- --------------------------
Robert G. Bartizal
/s/ George L. Bragg Director June 17, 1996
- --------------------------
George L. Bragg
</TABLE>
II-4
<PAGE> 1
June 14, 1996
Eltron International, Inc.
41 Moreland Road
Simi Valley, CA 93065
Re: Eltron International, Inc.
Registration Statement on Form S-3
Gentlemen:
We have acted as special counsel to Eltron International, Inc., a
California corporation (the "Company") in connection with the preparation of the
above-referenced Registration Statement on Form S-3 (the "Registration
Statement"), including a form of Prospectus included therein, which is to be
filed by the Company on June 14, 1996 with the Securities and Exchange
Commission (the "Commission"). The Registration Statement relates to the
registration under the Securities Act of 1933, as amended (the "Act"), of an
aggregate of 322,991 shares (the "Shares") of the Company's Common Stock, no par
value (the "Common Stock").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein, including (i) the Registration Statement, (ii) the Articles of
Incorporation and the Bylaws of the Company as amended to date, and (iii) such
other documents as we have deemed necessary or appropriate as a basis for the
opinions set forth below.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making our
determination of documents executed by parties other than the Company, we have
assumed that such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by such
parties of such documents and the validity and binding effect thereof. As to any
facts material to the opinions expressed herein which were not independently
established or verified, we have relied upon oral or written statements and
representations of officers and other representatives of the Company and others.
Based upon and subject to the foregoing, we are of the opinion that the
Shares are legally issued, fully paid and nonassessable.
This opinion is furnished to you solely for your benefit in connection
with the filing of the Registration Statement and is not to be used, circulated,
quoted or otherwise referred to for any other
EXHIBIT 5.1
<PAGE> 2
Eltron International, Inc.
June 14, 1996
Page 2
purpose without our prior written consent. Notwithstanding the foregoing, we
hereby consent to the filing of this opinion with the Commission as Exhibit 5.1
to the Registration Statement. We also consent to the reference to our firm
under the heading "Legal Matters" in the Registration Statement. In giving this
consent, we do not admit that we come within the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission.
Very truly yours,
TROY & GOULD
Professional Corporation
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Eltron International, Inc. on Form S-3 of our report on the combined financial
statements reflecting the pooling of interest with RJS, Inc. and Subsidiary
dated February 24, 1996, except for Notes 1 and 13 as to which the date is March
1, 1996 on our audits of the consolidated financial statements of Eltron
International, Inc. as of December 31, 1994 and 1995 and for each of the three
years in the period ended December 31, 1995. We also consent to the reference
to our firm under the caption "Experts".
COOPERS & LYBRAND L.L.P.
Sherman Oaks, California
June 11, 1996
EXHIBIT 23.1
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Eltron International, Inc. on Form S-3 of our reports dated November 22, 1995
(relating to the financial statements of RJS, Incorporated and subsidiary)
appearing in Form 8-K-A filed May 14, 1996 (Date of Event: March 1, 1996) and
Form 8-K to be filed on or about June 14, 1996 of Eltron International, Inc.
We also consent to the reference to us under the heading "Experts" in the
Prospectus which is a part of this Registration Statement.
DELOITTE & TOUCHE LLP
Los Angeles, California
June 11, 1996
EXHIBIT 23.3
