<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION APRIL __, 1997
REGISTRATION NO. 333-3692
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------------
SOLIGEN TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
<TABLE>
<CAPTION>
<S> <C>
WYOMING 93-1072052
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
</TABLE>
19408 Londelius Street, Northridge, California 91324 (818) 718-1221
(Address and telephone number of registrant's principal executive offices)
----------------
YEHORAM UZIEL
President
SOLIGEN TECHNOLOGIES, INC.
19408 Londelius Street, Northridge, California 91324 (818) 718-1221
(Name, address and telephone number of agent for service)
----------------
Copies to:
BRUCE A. ROBERTSON
Garvey, Schubert & Barer
1191 Second Avenue, 18th Floor
Seattle, WA 98101-2939
-------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
possible after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement or the earlier effective registration statement for
the same offering: [ ]
If delivery of this Prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]
----------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) AGGREGATE OFFERING PRICE(1) (REGISTRATION
FEE (1)(2)
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value ........................... 8,705,000 $ $
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, no ..................................... 1,195,000 $1,493,750.00 $ 515.05
par value, issuable upon exercise .................... $ 1.25
of Class A Share Purchase Warrants
- -----------------------------------------------------------------------------------------------------------------------------------
Common ............................................... 1,195,000 $2,987,500.00 $ 1,030.09
Stock, no par value, issuable upon exercise .......... $ 2.50
of Class B Share Purchase Warrants
- -----------------------------------------------------------------------------------------------------------------------------------
Common ............................................... 990,000 $1,635,000.00 $ 563.77
Stock, no par value, issuable upon exercise .......... $ 1.50
of Class C Share Purchase Warrants
- -----------------------------------------------------------------------------------------------------------------------------------
Common ............................................... 198,000 $ 163,500.00 $ 56.37
Stock, no par value, issuable upon exercise .......... $ .75
of Class D Share Purchase Warrants
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value, issuable upon exercise ... 3,325,000 $ 1.50 $4,837,500.00 $ 1,667.97
of Class E Share Purchase Warrants
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value, issuable upon exercise ... 2,000,000 $ 1.00 $2,000,000.00 $ 689.60
of Class G Share Purchase Warrants
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TOTAL ............................................... 17,608,000
===================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) under the Securities Act of 1933.
(2) The total registration fee is $6,755.38, of which $6,655.38 was paid
upon the original filing of this Registration Statement on April 12,
1996 and the additional amount due of $100.00 was submitted with
Pre-Effective Amendment No. 1 on November 8, 1996.
-----------------
<PAGE> 2
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE. TOTAL OF SEQUENTIALLY NUMBERED PAGES: ___
Exhibit Index on Sequentially Numbered Page: 20
================================================================================
<PAGE> 3
SUBJECT TO COMPLETION, DATED APRIL __, 1997
PROSPECTUS
SOLIGEN TECHNOLOGIES, INC.
17,608,000 Shares of Common Stock
This Prospectus relates to 17,608,000 shares of Common Stock (the
"Shares") of Soligen Technologies, Inc. (the "Company") to be offered from time
to time by certain shareholders of the Company named in this Prospectus (the
"Selling Shareholders"). All of the Shares offered hereunder are to be sold on
behalf of the Selling Shareholders. The Shares covered hereby include 9,023,000
Shares issuable upon exercise of warrants held by the Selling Shareholders prior
to the offering made by this Prospectus. This Prospectus does not cover such
warrants; only the Shares issuable upon exercise thereof are registered
hereunder. The Company has been advised that the Selling Shareholders expect to
offer the Shares on the American Stock Exchange's Emerging Company Marketplace,
through negotiated transactions or otherwise, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices, or at prices
otherwise negotiated. The Selling Shareholders may effect these transactions by
selling the Shares to or through broker-dealers, who may receive compensation in
the form of discounts or commissions from the Selling Shareholders, or from the
purchasers of the Shares, or both. The Company will not receive any of the
proceeds from the sale of the Shares. The Company has agreed to bear all of the
expenses in connection with the registration and sale of the Shares (other than
discounts and commissions paid to broker-dealers. See "Selling Shareholders" and
"Plan of Distribution."
THE PURCHASE OF THE SHARES INVOLVES CERTAIN MATERIAL RISKS. SEE "RISK
FACTORS" FOR INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS. THE
SHARES OFFERED HEREUNDER CONSTITUTE APPROXIMATELY 56.7% OF THE TOTAL ISSUED AND
OUTSTANDING COMMON STOCK OF THE COMPANY ON A FULLY DILUTED BASIS. SALE OF THE
SHARES HEREUNDER COULD ADVERSELY IMPACT THE MARKET FOR THE COMPANY'S COMMON
STOCK. SEE "RISK FACTORS --LIMITED MARKET FOR COMMON STOCK; PRICE VOLATILITY."
The Common Stock of the Company is traded on the American Stock
Exchange's Emerging Company Marketplace (the "ECM") under the symbol "STI." On
February 14, 1997, the last reported sale price for the Common Stock of the
Company as reported on the ECM was $11/16 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING MADE HEREBY, AND IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR BY ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES COVERED
BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO OR SOLICITATION OF ANY
PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION MAY NOT BE
LAWFULLY MADE.
<PAGE> 4
THE DATE OF THIS PROSPECTUS IS APRIL __, 1997.
- 2 -
<PAGE> 5
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements 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 Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices located at 7 World Trade Center, New York, New
York 10048, and at 3190 Citicorp Center, 500 West Madison, Suite 1400, Chicago,
Illinois 60661. Copies of such material may also 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 Common Stock of the Company is
listed on the American Stock Exchange's Emerging Company Marketplace (the
"ECM"). Reports, proxy statements and other information concerning the Company
may be inspected at the offices of the ECM located at 86 Trinity Place, New
York, New York 10006-1881.
The Company has filed with the Commission a Registration Statement on
Form S-3 (including all amendments thereto, the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Shares. This Prospectus, which constitutes part of the Registration
Statement, relates only to the Shares and does not contain all information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information regarding the Company and the Shares, reference is hereby made to
the Registration Statement and to the exhibits and schedules filed therewith.
Statements contained in this Prospectus regarding the contents of any agreement
or other document filed as an exhibit to the Registration Statement are
necessarily summaries of such documents, and in each instance reference is made
to the copy of such document filed as an exhibit to the Registration Statement
for a more complete description of the matters involved. The Registration
Statement, including the exhibits and schedules thereto, may be inspected at the
public reference facilities maintained by the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 and copies of all or any part thereof
may be obtained from such office upon payment of the prescribed fees.
The Company will provide without charge to each person to whom a
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated by reference herein (other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference into such documents). Requests for such copies should be directed to
Soligen Technologies, Inc., Attention: Chief Financial Officer, 19408 Londelius
Street, Northridge, California 91324, telephone number (818) 718-1221.
TABLE OF CONTENTS
Available Information ........................................................3
Incorporation of Certain Information by Reference.............................4
Risk Factors..................................................................5
The Company...................................................................9
Selling Shareholders.........................................................10
Plan of Distribution.........................................................17
Use of Proceeds..............................................................18
Legal Matters................................................................19
Experts......................................................................19
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<PAGE> 6
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents have been filed by the Company with the
Commission pursuant to the Exchange Act and are incorporated by reference in
this Prospectus:
1. The Company's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1996 (the "1996 Annual Report") as filed with
the Commission on June 17, 1996, and as amended by Form
10-KSB/A-1 filed with the Commission on February 27, 1997;
2. The portions of the Company's Proxy Statement for the Annual
Meeting of Shareholders held on July 14, 1996 that have been
incorporated by reference in the 1996 Annual Report;
3. The description of the Company's Common Stock contained in the
Registration Statement on Form 10-SB (Reg. No. 1-12694) filed
with the Commission pursuant to the Exchange Act on December
20, 1993, including any amendment or report filed for the
purpose of updating such description;
4. The Company's Report on Form 8-K filed with the Commission on
October 3, 1996;
5. The Company's Report on Form 10-QSB for the quarter ended June
30, 1996, filed with the Commission on August 15, 1996;
6. The Company's Report on Form 10-QSB for the quarter ended
September 30, 1996, filed with the Commission on November 12,
1996, and as amended by Form 10-QSB/A-1 filed with the
Commission on February 10, 1997; and
7. The Company's Report on Form 10-QSB for the quarter ended
December 31, 1996, filed with the Commission on February 10,
1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Shares offered hereby shall be
deemed to be incorporated by reference in this Prospectus and made a part hereof
from the date of filing of such documents.
Any statement contained in this Prospectus or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of the Registration Statement and this
Prospectus to the extent that a statement contained in the Registration
Statement and this Prospectus or any other subsequently filed document that also
is or is deemed to be incorporated herein by reference modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
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<PAGE> 7
RISK FACTORS
The purchase of the Shares involves a high degree of risk and should be
considered only by investors who can afford to sustain the loss of their entire
investment. In analyzing this Offering, prospective investors should carefully
consider the following factors, among others.
HISTORY OF LOSSES FROM OPERATIONS
The Company has incurred losses in each year since it commenced
operations in 1992. For the fiscal years ended March 31, 1996 and 1995 , the
Company sustained losses of $2.172 million, or $.08 per share, and $1.992
million, or $0.09 per share, respectively, on revenues of $2.815 million and
$1.652 million respectively. Through March 31, 1996, the Company has incurred
cumulative losses from inception of approximately $6.797 million. The Company
continues to operate at a loss, and no assurance can be given that the Company
can or will ever operate profitably. Accordingly, management has determined that
it is more likely than not that the Company will not generate sufficient taxable
income, through the year 2010, to realize the Company's current federal net
operating loss carryforwards. The failure of the Company to develop a
substantial customer base may adversely affect its ability to market its
services to others, especially to major companies. The Company is also subject
to the risks normally associated with a new business enterprise, including
unforeseeable expenses, delays and complications.
CAPITAL REQUIREMENTS AND SOURCES OF LIQUIDITY
The Company requires significant funds to continue operations. As of
December 31, 1996, the Company had approximately $421,000 in cash. The Company
does not expect current cash and cash equivalents to be adequate beyond June
30, 1997. Therefore, until the Company operates profitably, as to which no
assurance can be given, it will be necessary for the Company to obtain outside
funding to fund operations.
Since March 31, 1995, the Company has funded its operations through
the private sale of securities. The Company received net proceeds of $536,000
from the private placement of securities which was completed in June 1995 and
net proceeds of $2,616,000 from the private placement of securities completed
on September 27, 1995 and January 31, 1996. The Company does not have any bank
financing, and it does not believe that financing from a bank or other
commercial lender is presently available to it.
On September 13, 1996, the Company completed a $750,000 convertible
debenture and warrant private placement financing in accordance with SEC
Regulation S. The debentures are convertible by the holder into shares of the
Company's common stock. The Company has the right to convert debentures at the
rate of $50,000 per week beginning October 24, 1996, at a conversion price equal
to 75% of the average trading price of the Company's common stock on the
American Stock Exchange (Emerging Company Market) for the five trading days
preceding the date of conversion.
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<PAGE> 8
DEPENDENCE ON PROPRIETARY TECHNOLOGY AND LICENSES
The Company's DSPC System is based upon proprietary technology
developed by the Company and certain patent and other proprietary rights
licensed to the Company by the Massachusetts Institute of Technology ("MIT")
pursuant to a license agreement (the "License") dated October 18, 1991, and
subsequently amended and restated on September 13, 1996. See "The Company."
Pursuant to the License, Soligen, Inc., a wholly-owned subsidiary of the
Company ("Soligen") has the exclusive world-wide right and license to use MIT's
patented technology for the production of metal parts until October 1, 2006,
and on a non-exclusive basis thereafter until the expiration of the last
patent relating to the patented technology. Under the terms of the License, MIT
has the right to terminate the License in the event the Company fails to
achieve certain minimum levels of cumulative sales discussed below in the
section entitled "The Company."
The Company has filed a patent application for certain technologies
embodied in the DSPC System. However, no assurance can be given that such
application will be granted. Furthermore, others may develop technologies, which
may or may not be patented, which perform the same or similar functions as the
Company's products. Moreover, the terms of the License require the Company to
grant MIT a perpetual, royalty-free License on a non-exclusive basis with
respect to such technologies. Although the Company has signed non-disclosure
agreements with its employees and others to whom it discloses non-patented
proprietary information, no assurance can be given that such protection will be
sufficient. The unauthorized use of the Company's proprietary technology and
other proprietary information may have a materially adverse effect upon its
business.
EFFECT OF TECHNOLOGICAL ADVANCES; POSSIBLE OBSOLESCENCE
It is possible that new technology may develop in a manner which may
make the Company's products obsolete and that competitors may develop
alternative technologies which are not covered by the patents or technology
licensed to the Company. The failure of the Company to obtain access to such
technology, or to develop further enhancement to its technology, could have a
materially adverse effect on the Company.
RISKS OF THIRD PARTY CLAIMS OF INFRINGEMENT
In February 1994, DTM Corporation of Austin, Texas ("DTM") filed a
lawsuit against Soligen, alleging infringement of a United States patent of
which DTM is the assignee (the "Housholder" patent). An agreement was signed
during the quarter ended September 3, 1995, settling the patent infringement
lawsuit and resolving, without further litigation by DTM, related patent
disputes between DTM and MIT that impacted both Soligen and other MIT licensees
of Three Dimensional Printing (3DP(TM)) technology. The Agreement provides for
the issuance of 50,000 shares of the Company's common stock to DTM, and the
issuance of an additional 50,000 shares contingent upon the final outcome of the
pending petition for reexamination of the Housholder patent. The Agreement does
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<PAGE> 9
not provide for any cash payments from the Company to DTM. The first 50,000
shares have been issued to DTM. As the number of competitors manufacturing metal
parts increases, overlapping technologies will become more likely. There can be
no assurance that third parties will not assert infringement claims against the
Company or Soligen in the future, that assertion of such claims will not result
in litigation or that the Company would prevail in such litigation or be able to
obtain a license for the use of any infringed intellectual property from a third
party on commercially reasonable terms. Furthermore, litigation, regardless of
its outcome, could result in substantial costs to the Company and divert
management's attention from the Company's operations. Any infringement claim or
litigation against the Company could, therefore, materially and adversely affect
the Company's business, operating results and financial condition.
COMPETITION
The Company's primary sources of revenue are the manufacture of complex
metal parts using DSPC technology and the operation of its aluminum foundry and
machine shop. The Company competes with numerous other foundries and companies
which manufacture metal parts for industry. The Company has not yet generated
any significant market acceptance for its products. Competition is based on cost
and the ability to meet the customer's time requirements and product
specifications. With manufacturing companies seeking to purchase components on a
"just in time" schedule, the ability of a parts manufacturer to meet the
required schedule at a reasonable cost places a premium on efficiency in
manufacturing and delivering the parts. The Company's competitors include major
companies, which have substantially greater financial, technical and marketing
resources than the Company, as well as a number of small and medium-sized
companies that manufacture metal parts. No assurance can be given that the
Company will be able to compete successfully with such competitors.
PRODUCTS NOT PROVEN IN CONTINUING USE
The DSPC System has been in commercial use by the Company only since
January 1995. No assurance can be given that the Company's DSPC System will
operate free from maintenance or other performance problems for sustained
periods of time.
DEPENDENCE ON KEY PERSONNEL
The Company's business is largely dependent upon its senior executive
officer, Mr. Yehoram Uziel, President, Chairman of the Board and Chief Executive
Officer. The loss of service of Mr. Uziel or other key employees could have a
material adverse effect upon the Company's business and prospects. In order to
develop its business, the Company will require additional key technical and
marketing personnel. The market for qualified personnel is highly competitive,
and the Company will compete with some of the major computer, communications and
software companies as well as major corporations hiring in-house staff, in
seeking to hire such employees, and no assurance can be given as to the ability
of the Company to employ such persons.
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<PAGE> 10
LIMITED MARKET FOR COMMON STOCK; PRICE VOLATILITY
The Company's Common Stock is traded on the Vancouver Stock Exchange
and the American Stock Exchange's Emerging Company Marketplace (the "ECM"). The
Common Stock has been subject to a relatively high degree of price volatility,
and during June 1995, trading was halted on both exchanges for three days
pending release of certain information regarding a private placement.
Furthermore, the Shares offered hereunder constitute approximately 56.7% of the
total issued and outstanding common stock of the Company on a fully diluted
basis. No prediction can be made as to the effect, if any, that future sales of
the Shares or the availability of Shares for future sale will have on the
prevailing market price for the Company's common stock. Sales of substantial
amounts of the Shares in the public market, or the perception that such sales
might occur, could adversely affect the prevailing market price of the Company's
common stock.
POSSIBLE DELISTING OF COMMON STOCK FROM THE ECM; MARKET ILLIQUIDITY
The Company's Common Stock is listed on the Vancouver Stock Exchange
and the ECM. The ECM requires, as a condition for continued listing, that (i)
the Company maintain at least $2 million in total assets and $1 million in
capital and surplus; (ii) the minimum price of the Common Stock be $1.00 per
share, provided that the price may be below $1.00 so long as capital surplus is
at least $2 million; (iii) at least 250,000 shares be in the public float valued
at $1 million or more; and (iv) the Common Stock be held by at least 300 public
holders. As of December 31, 1996 the Common Stock was trading below $1.00 and
the Company had capital surplus of $1,154,000. Therefore, as of that date the
Company did not meet the ECM's maintenance requirements of $2 million in
capital surplus. During the month of January, 1997 the trading price of
the Common Stock fluctuated between a high of approximately $.9375 and a low
of $.50. In the event the Company is delisted from the ECM, trading, if any, in
such securities would thereafter be conducted, in addition to the Vancouver
Stock Exchange, in the over-the-counter market in the so-called "pink sheets" or
the Nasdaq's "Electronic Bulletin Board." Consequently, the liquidity of the
Company's securities could be impaired, not only in the number of securities
which could be bought and sold, but also through delays in the timing of
transactions, reduction in security analysts' and the news media's coverage of
the Company, and lower prices for the Company's securities than might otherwise
be attained.
RISKS OF LOW-PRICED STOCKS; PENNY STOCK REGULATIONS
If the Company's securities were delisted from the ECM (See "Risk
Factors -- Possible Delisting of Securities from the ECM; Market Illiquidity"),
they may become subject to Rule 15g-9 under the Exchange Act, which imposes
additional sales practice requirements on broker-dealers which sell such
securities to persons other than established customers and institutional
accredited investors. For transactions covered by this rule, a broker-dealer
must make a special suitability determination for the purchaser and have
received the purchaser's written consent to the transaction prior to sale.
Consequently, the rule may affect the ability of broker-dealers to sell the
Company's Common Stock and may affect the ability to sell any of the Common
Stock in the secondary market.
The Commission has adopted regulations which define a "penny stock" to
be any equity security that has a market price (as therein defined) less than
$5.00 per share or with an
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<PAGE> 11
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require
delivery, prior to any transaction in a penny stock, of a disclosure schedule,
prepared by the Commission relating to the penny stock market. Disclosure is
also required to be made about commissions payable to both the broker-dealer and
the registered representative and current quotations for the securities.
Finally, monthly statements are required to be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks.
If the Company's Common Stock were subject to the rules on penny
stocks, the market liquidity for the Common Stock could be adversely affected.
NO DIVIDENDS ANTICIPATED
The Company has never paid any cash dividends on its Common Stock. The
Company presently intends to retain future earnings, if any, in order to provide
funds for use in the operation and expansion of its business and, accordingly,
does not anticipate paying cash dividends on its Common Stock in the foreseeable
future.
THE COMPANY
The Company is a Wyoming corporation, which was organized in 1993. The
Company's wholly-owned subsidiary, Soligen, Inc. ("Soligen"), is a Delaware
corporation which was organized in 1991 and commenced operations in 1992. The
Company is the successor to an inactive British Columbia corporation organized
in 1988 under the name Pars Resources Ltd., which name was subsequently changed
to WDF Capital Corp. In connection with its reincorporation in Wyoming in 1993,
the Company changed its name to Soligen Technologies, Inc. The Company's
principal executive office is located at 19408 Londelius Street, Northridge,
California 91324, telephone (818) 718-1221. References to the Company include
Soligen Technologies, Inc., and its subsidiaries and predecessors unless the
context indicates otherwise. "DSPC"(R)
and "Parts Now"(R) are registered trademarks of the Company.
"3DP"(TM) is a trademark of MIT.
The Company has developed a proprietary technology known as Direct
Shell Production Casting ("DSPC"). This technology is embodied in the Company's
DSPC 300 System (the "DSPC System"), which produces ceramic molds directly from
Computer Aided Design ("CAD") files. These ceramic molds are used to cast metal
parts and tooling which conform to the CAD design. The Company's DSPC System is
based upon proprietary technology developed by the Company and certain patent
and other proprietary rights licensed to Soligen, Inc. ("Soligen"), a
wholly-owned subsidiary of the Company, by the Massachusetts Institute of
Technology ("MIT") pursuant to a license agreement (the "License") dated October
18, 1991, and subsequently amended and restated on September 13, 1996. Pursuant
to the License, MIT granted Soligen an exclusive, world-wide license to
develop, manufacture, market and sell products utilizing certain technology and
processes for the production of metal parts patented by MIT until October 1,
2006, and on a non-exclusive basis thereafter until the expiration of the last
patent relating to the licensed technology.
Under the terms of the License, Soligen is required to generate the
following minimum sales cumulative levels:
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<PAGE> 12
Minimum Level
Period Cumulative Sales
- --------------------------------------------------------------------------------
March 1996 - March 1997 $ 3,000,000
- --------------------------------------------------------------------------------
March 1997 - March 1998 $ 3,500,000
- --------------------------------------------------------------------------------
March 1998 - March 1999 $ 4,000,000
- --------------------------------------------------------------------------------
March 1999 - March 2000 $ 4,500,000
- --------------------------------------------------------------------------------
March 2000 - March 2001 $ 5,000,000
- --------------------------------------------------------------------------------
March 2001 - March 2002 $ 6,000,000
- --------------------------------------------------------------------------------
March 2002 - March 2003 $ 8,000,000
- --------------------------------------------------------------------------------
March 2003 - March 2004
- --------------------------------------------------
and each year thereafter $10,000,000
- --------------------------------------------------------------------------------
Soligen has an obligation to pay MIT a royalty in the amount of 4.5% of "Net
Sales" on a quarterly basis, reduced to 2.5% when cumulative royalties of
$500,000 have been paid. In addition, Soligen must pay a minimum annual royalty
of $50,000 due on December 31, 1994 and December 31 in each year thereafter.
However, through December 31, 1998, MIT has waived this annual minimum royalty
of $50,000. The License provides that if Soligen fails to perform the sales
minimums or pay the obligations delineated above, such failure will be grounds
for MIT to terminate the License on 90 days' notice to Soligen. Soligen had
total revenues for the fiscal year ended March 31, 1996 of $2.8 million.
The Company believes that it is the only producer of parts and tooling
with access to technology which allows for the rapid creation of ceramic molds
directly from CAD files. These ceramic molds are then used to cast
fully-functional parts conforming to the CAD design. This unique capability
distinguishes the DSPC System from rapid prototyping technologies, which are
characterized by the ability to produce non-functional, three-dimensional
representations of parts from CAD files.
The Company believes that the rapid mold production capabilities of the
DSPC System provide a substantial competitive advantage over existing producers
of metal parts and tooling. Use of the DSPC System eliminates the need to
produce tooling for limited runs of metal parts, thereby reducing both the time
and the labor otherwise required to produce the parts. For larger production
runs, the DSPC System is used to produce the tooling required to cast the parts.
To capitalize on this advantage, the Company's "Parts Now" strategy is to form a
network of rapid response production facilities owned either by the Company or
by licensed third parties. These facilities include DSPC production facilities
and foundries with in-house machine shops. The Company intends to establish
itself as a leading manufacturer of metal parts by providing a seamless
transition from CAD file to finished part.
To further its Parts Now strategy, in June 1994 the Company acquired an
aluminum foundry and machine shop located in Santa Ana, California. The first
DSPC production center for Parts Now has been in operation at the Company's
headquarters in Northridge, California since January 1995. At the DSPC
production facility, the Company uses CAD files obtained from customers to
produce ceramic molds. The CAD file can be transmitted by modem, internet or
delivery of a standard disk or tape. Metal is then cast into the ceramic molds
in a foundry to yield metal parts identical to the respective customer CAD
files. The parts are cast either at the Company's aluminum foundry or at other
foundries. The Company also offers its DSPC equipment to major industrial
companies, who can use it to make their own ceramic molds.
-10-
<PAGE> 13
SELLING SHAREHOLDERS
The following table sets forth certain information with respect to each
Selling Shareholder and the Shares beneficially owned and to be offered under
this Prospectus from time to time thereby. Because the Selling Shareholders may
sell all or part of their Shares pursuant to this Prospectus, and the offering
of the Shares is not being underwritten, no estimate can be given as to the
number of and percentage of Shares that will be owned by the Selling
Shareholders upon termination of the offering.
-11-
<PAGE> 14
<TABLE>
<CAPTION>
APPROXIMATE
SHARES OWNED OR PERCENTAGE OF
SHARES OWNED OR SUBJECT TO SHARES OWNED SHARES OWNED,
SUBJECT TO WARRANTS ASSUMING ALL ASSUMING ALL
SHARE- WARRANTS PRIOR INCLUDED IN REGISTERED REGISTERED
HOLDER TO OFFERING OFFERING SHARES ARE SOLD SHARES ARE SOLD
------ ----------- -------- --------------- ---------------
<S> <C> <C> <C> <C>
Adizes, Ichak (1) 700,000 700,000 0 *
Arno A. Roscher, M.D.
Employee Pension Plan 400,000 400,000 0 *
Bear Stearns Securities
Corp., as Custodian 100,000 100,000 0 *
James D. Gerson IRA
Benjamin, Donald H. 100,000 100,000 0 *
Bershad, David J. 110,000 110,000 0 *
C.H.O. Enterprises, Inc. (2) 400,000 400,000 0 *
Cherchio, Richard 100,000 100,000 0 *
Choon, Kek Hwa 80,000 80,000 0 *
Choppin, Rachel Gal (3) 30,180 20,000 10,180 *
Clement E. Galante,
Trustee f/b/o/ Clement 34,000 20,000 14,000 *
Galante u/a/d 10/22/90
Cording, Ron 50,000 50,000 0 *
Dafna Slonim Profit
Sharing Plan (4) 200,000 200,000 0 *
Daniel Jones Associates
Defined Benefit Pension 110,000 110,000 0 *
Plan
DBN Investment Company 200,000 200,000 0 *
Eagle Brook School 100,000 100,000 0 *
Edelson Technology
Partners III (5) 4,000,000 4,000,000 0 *
Friedman, Kenneth T. (6) 200,000 200,000 0 *
Fuhrman, Gary 200,000 200,000 0 *
Fundamental Growth
Partners Ltd. 220,000 220,000 0 *
</TABLE>
-12-
<PAGE> 15
<TABLE>
<CAPTION>
APPROXIMATE
SHARES OWNED OR PERCENTAGE OF
SHARES OWNED OR SUBJECT TO SHARES OWNED SHARES OWNED,
SUBJECT TO WARRANTS ASSUMING ALL ASSUMING ALL
SHARE- WARRANTS PRIOR INCLUDED IN REGISTERED REGISTERED
HOLDER TO OFFERING OFFERING SHARES ARE SOLD SHARES ARE SOLD
------ ----------- -------- --------------- ---------------
<S> <C> <C> <C> <C>
Gerard, Emanuel IRA 400,000 400,000 0 *
Gerard Klauer Mattison
& Co. LLC 200,000 200,000 0 *
(7)
Germinario, John A. 55,000 55,000 0 *
GGW Holdings 110,000 110,000 0 *
Gil Apel/Alfred
Nissan/Yitzak E. Nissim 200,000 200,000 0 *
Partnership
Goldstein, Jerome 200,000 200,000 0 *
Goldstein, Richard B.
and Kathleen L. 55,000 55,000 0 *
(JTWROS)(8)
Goodman, George J.W. 40,000 40,000 0 *
Green, Catherine 200,000 200,000 0 *
Green, Louis M. 200,000 200,000 0 *
Hankin, Yaron 20,000 20,000 0 *
Hastings Holdings Limited 440,000 440,000 0 *
Haviv, Yoram Moshe 400,000 400,000 0 *
Hedge Fund Partners, Ltd. 220,000 220,000 0 *
Highland Resources Co.
Profit Sharing Plan(9) 120,000 100,000 20,000 *
Intergroup Corporation (The) 200,000 200,000 0 *
Jacobson, Joel 66,000 66,000 0 *
Jaffe, Michelle 200,000 200,000 0 *
Jane H. Galante, Trustee
of Jane H. Galante Trust 20,000 20,000 0 *
dated 7/31/89
Keydar, Gidcon 40,000 40,000 0 *
Lahad, Shlomit 140,000 140,000 0 *
</TABLE>
-13-
<PAGE> 16
<TABLE>
<CAPTION>
APPROXIMATE
SHARES OWNED OR PERCENTAGE OF
SHARES OWNED OR SUBJECT TO SHARES OWNED SHARES OWNED,
SUBJECT TO WARRANTS ASSUMING ALL ASSUMING ALL
SHARE- WARRANTS PRIOR INCLUDED IN REGISTERED REGISTERED
HOLDER TO OFFERING OFFERING SHARES ARE SOLD SHARES ARE SOLD
------ ----------- -------- --------------- ---------------
<S> <C> <C> <C> <C>
Liebermann, Moshe 200,000 200,000 0 *
Liron, Avraham 80,000 80,000 0 *
Lorch, Timothy R. 110,000 110,000 0 *
Low, Nathan A. 300,000 300,000 0 *
Lucy, William 45,800 40,000 5,800 *
Malkin, Gary S. 100,000 100,000 0 *
Mark W. & Mary
Dowley Family Trust
(10) 240,000 240,000 0 *
Mattison, William C.,
Jr. IRA (7) 400,000 400,000 0 *
Melamed, Dorice 20,000 20,000 0 *
Melamed, Jacob 20,000 20,000 0 *
Monahan, Stephen 400,000 400,000 0 *
Nazarian, Nasser 60,000 60,000 0 *
Nordic Resources Corp. 100,000 100,000 0 *
Oestreich, David A. (2) 200,000 200,000 0 *
Oestreich-Kend, Joan E. (2) 200,000 200,000 0 *
Paine Weber as IRA
Custodian for Walter J. 144,000 144,000 0 *
Schulte (11)
Perelson, Samuel S. 100,000 100,000 0 *
Rapaport, Ruth 120,000 120,000 0 *
Raviv, Shlomo 88,000 88,000 0 *
RCS, Inc. 220,000 220,000 0 *
Rosenberg, Ilan 40,000 40,000 0 *
Salimpour, Pejman 200,000 200,000 0 *
</TABLE>
-14-
<PAGE> 17
<TABLE>
<CAPTION>
APPROXIMATE
SHARES OWNED OR PERCENTAGE OF
SHARES OWNED OR SUBJECT TO SHARES OWNED SHARES OWNED,
SUBJECT TO WARRANTS ASSUMING ALL ASSUMING ALL
SHARE- WARRANTS PRIOR INCLUDED IN REGISTERED REGISTERED
HOLDER TO OFFERING OFFERING SHARES ARE SOLD SHARES ARE SOLD
------ ----------- -------- --------------- ---------------
<S> <C> <C> <C> <C>
Salsburg, Richard M. 200,000 200,000 0 *
Schreiber, Daniel J. 100,000 100,000 0 *
Schulte, Walter J. (11) 20,119 20,000 119 *
Shomrat, Dror 40,000 40,000 0 *
Sharon, Avner 40,000 40,000 0 *
Siegrist, Reinhard 200,000 200,000 0 *
Silver, Howard (9) 100,000 100,000 0 *
Simmons, James M. 200,000 200,000 0 *
Slonim, Daphna, M.D. (4) 100,000 100,000 0 *
Spier, William 1,000,000 1,000,000 0 *
Sterling Capital LLC 200,000 200,000 0 *
Sylvano, Inc. 220,000 220,000 0 *
Taub, Chaim (12) 200,000 200,000 0 *
Ulirsch, Rudolf, M.D. 160,000 100,000 60,000 *
Union Communications 200,000 200,000 0 *
Uri or Simona
Gronemann JTWROS 30,000 30,000 0 *
Uziel, Yehoram (13) 7,705,585 20,000 7,685,585 24.44%
Weiner, Ronald G. (14) 105,000 100,000 5,000 *
Westergaard Publishing
Corporation 30,000 30,000 0 *
Wiley-Bonda Trust dated
9/17/94 (The) 110,000 110,000 0 *
Winfield, John V. 200,000 200,000 0 *
TOTAL 25,408,684 17,828,000 7,800,684
</TABLE>
- ----------------------------
* Represents less than 1% of total outstanding shares of the Company's
common stock.
(1) Ichak Adizes provides consulting services to the Company and in connection
therewith has been granted options under the Company's 1993 Amended and
Restated Stock Option Plan.
-15-
<PAGE> 18
(2) David A. Oestreich and Joan E. Oestreich-Kend are the President and
Assistant Treasurer, respectively of C.H.O. Enterprises, Inc. Each of Mr.
Oestreich and Ms. Oestreich-Kend is also the direct beneficial owner of
shares included in this offering.
(3) Rachel Gal Choppin serves as the Company's outside human resources manager
for which the Company pays her $500 per month and has granted her options
under the Company's 1993 Amended and Restated Stock Option Plan.
(4) Daphna Slonim owns shares of the Company's common stock directly as well
as indirectly, through Daphna Slonim Profit Sharing Plan.
(5) Harry Edelson, a general partner of Edelson Technology Partners III,
provides consulting services to the Company.
(6) Kenneth T. Friedman is a director of the Company. He also provides
consulting services to the Company and in connection therewith has been
granted options under the Company's 1993 Amended and Restated Stock Option
Plan. He had also acted as placement agent in connection with a private
placement completed in September, 1996.
(7) Gerard Klauer Mattison & Co. LLC ("GKM") acted as placement agent in
connection with a recent private placement of the Company's common stock.
In connection therewith, GKM received compensation in the form of fees and
discounts as well as common stock share purchase warrants. Emanuel Gerard
and William Mattison are each principals of GKM and each indirectly owns
shares included in this offering.
(8) Richard B. Goldstein has provided consulting services to the Company and
in connection therewith has been granted options under the Company's 1993
Amended and Restated Stock Option Plan.
(9) Howard Silver is the trustee of Highland Resources Co. Profit Sharing
Plan. Mr. Silver and Highland Resources Co. Profit Sharing Plan each own
shares which are included in this offering. Mr. Silver is also the trustee
of Highland Resources Co. Pension Plan which owns 5,000 shares of the
Company's common stock. In addition, Mr. Silver provides consulting
services to the Company and in connection therewith has been granted
options under the Company's 1993 Amended and Restated Stock Option Plan.
(10) Mark Dowley is a director of the Company, Soligen, Inc., a wholly-owned
subsidiary of the Company ("Soligen"), and Altop, Inc., a wholly-owned
subsidiary of the Company ("Altop").
(11) Walter J. Schulte is the former Chief Financial Officer, Vice President
and Secretary. Mr. Schulte is also the former Chief Financial Officer
and Vice President of Soligen. Mr. Schulte owns shares of the Company's
common stock directly as well as indirectly, through Paine Weber, as IRA
Custodian for Walter J. Schulte.
(12) Chaim Taub has provided consulting services to the Company and in
connection therewith has been granted options under the Company's 1993
Amended and Restated Stock Option Plan.
(13) Yehoram Uziel is a director and the Chairman of the Board, Chief Executive
Officer and President of the Company. Mr. Uziel is also a director and the
Chief Executive Officer and President of Soligen. Finally, Mr. Uziel is a
director and the Chief Executive Officer and Chief Financial Officer of
Altop.
(14) Ronald G. Weiner provides consulting services to the Company and in
connection therewith has been granted options under the Company's 1993
Amended and Restated Stock Option Plan (the "1993 Plan"). In addition, Mr.
Weiner's wife, Vicki M. Weiner, is the owner of VMW, Inc., the Company's
public relations firm. The Company pays VMW, Inc. $3,000 per month for its
services, and Ms. Weiner has been granted options under the 1993 Plan.
Except as provided above, during the past three years, no Selling Shareholder
has held any position or office, or had any material relationship, with the
Company or any of its predecessors or affiliates.
The Shares were purchased by the Selling Shareholders pursuant to one
or more of the following transactions:
(A) Pursuant to a private placement in which closings occurred from
December 2, 1994 through April 28, 1995, the Company sold 2,390,000
units, each consisting of one share of Common Stock, one half a Class
"A" nontransferable share purchase warrant and one half a Class "B"
nontransferable share purchase warrant. One Class "A" warrant entitles
the purchaser to purchase one share of Common Stock at an exercise
price of $1.25 per share. One Class "B" warrant entitles the purchaser
to purchase one share of Common Stock at an exercise price of $2.50 per
-16-
<PAGE> 19
share. In connection with this transaction, the Company received gross
proceeds of $1,195,000.
(B) Pursuant to a private placement completed in June 1995, the Company
sold 1,090,000 units, each consisting of one share of Common Stock, one
Class "C" nontransferable share purchase warrant and one-fifth of a
Class "D" nontransferable share purchase warrant. One Class "C" warrant
entitles the purchaser to purchase one share of Common Stock at an
exercise price of $1.50 per share. One Class "D" warrant entitles the
purchaser to purchase one share of Common Stock at an exercise price of
$0.75 per share. In connection with this transaction, the Company
received net proceeds of $536,000.
(C) Pursuant to a private placement in which closings occurred on
September 27, 1995 and January 31, 1996, the Company sold 53.25 units,
each unit consisting of 100,000 shares of Common Stock and 100,000
Class "E" or Class "G" nontransferable share purchase warrants. One
Class "E" warrant entitles the purchaser to purchase one share of
Common Stock at an exercise price of $1.50. One Class "G" warrant
entitles the purchaser to purchase one share of Common Stock at an
exercise price of $1.00 ($0.90 in the event the Company exercises its
redemption rights). In connection with this transaction, the Company
received net proceeds of $2,616,000.
The foregoing sales were made without registration pursuant to the
exemption available under Section 4(2) of the Securities Act of 1933 (the
"Securities Act") applicable to transactions not involving a public offering or
pursuant to the terms and provisions of Regulation D promulgated by the
Securities and Exchange Commission. The following factors were relied upon by
the Company to establish the availability of this exemption for the sales of
securities described above: (1) each purchaser was an accredited investor or was
sophisticated in relation to his or her investment; (2) each purchaser gave
written assurance of investment intent; (3) share certificates or warrants
included legends referring to restrictions on transfer; (4) sales were made to a
limited number of persons; and (5) each purchaser was given, or had full access
to, all material information regarding the Company and the security necessary to
make an informed decision.
The Company agreed to use its best efforts to register the shares of
Common Stock sold, or issuable upon exercise of warrants sold, in connection
with the private placement described in item (C) above under the Securities Act
and applicable state securities laws. Pursuant to the private placement
described in items (A) and (B) above, if the Company proposes to register any of
its securities under the Securities Act, either for its own account or for the
account of others, holders of shares purchased in such private placements are
entitled to notice of such registration and are entitled to include such shares
therein. All fees, costs and expenses of such registration, other than
underwriting discounts and commissioners, are to be borne by the Company.
PLAN OF DISTRIBUTION
Any distribution hereunder of the Shares by the Selling Shareholders
may be effected from time to time in one or more of the following transactions:
(a) through brokers acting as principal or agent, in transactions (which may
involve block transactions), in special offerings, on the ECM, in the
over-the-counter market, or otherwise, at market prices obtainable at the time
of sale, at prices related to such prevailing market prices, at negotiated
prices or at fixed prices, (b)
-17-
<PAGE> 20
to underwriters who will acquire Shares for their own account and resell such
Shares in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale
(any public offering price and any discount or concessions allowed or reallowed
or paid to dealers may be changed from time to time), (c) directly or through
brokers or agents in private sales at negotiated prices, (d) to lenders to whom
such Shares may have been pledged as collateral to secure loans, credit or other
financing arrangements upon any subsequent foreclosure, if any, thereunder, or
(e) by any other legally available means. Also, offers to purchase the Shares
may be solicited by agents designated by the Selling Shareholders from time to
time. Underwriters or other agents participating in an offering made pursuant to
this Prospectus (as amended or supplemented from time to time) may receive
underwriting discounts and commissions under the Securities Act, and discounts
or concessions may be allowed or reallowed or paid to dealers, and brokers or
agents participating in such transactions may receive brokerage or agent's
commissions or fees.
The Company has advised each Selling Shareholder that he or she and any
such brokers, dealers or agents who effect a sale of the Shares are subject to
the prospectus delivery requirements under the Securities Act. At the time a
particular offering of any Shares is made hereunder, to the extent required by
law, a Prospectus Supplement will be distributed which will set forth the amount
of Shares being offered and the terms of the offering, including the purchase
price or public offering price, the name or names of any underwriters, dealers
or agents, the purchase price paid by any underwriter for any Shares purchased
from the Selling Shareholders and any discounts, commissions or concessions
allowed or filed or paid to dealers. The Company also has advised each Selling
Shareholder that in the event of a "distribution" of his or her Shares, such
Selling Shareholder and any broker, dealer or agent who participates in such
distribution may be subject to applicable provisions of the Exchange Act and the
rules and regulations thereunder, including without limitation Rule 10b-6.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold hereunder in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
states the Shares may not be sold hereunder unless the Shares have been
registered or qualified for sale in such state or an exemption from
registration or qualification is available and complied with.
The Company has been advised that, as of the date hereof, the Selling
Shareholders have made no arrangement with any broker for the sale of their
Shares. The Selling Shareholders and any underwriters, brokers or dealers
involved in the sale of the Shares may be considered "underwriters" as that term
is defined by the Securities Act, although the Selling Shareholders and such
brokers and dealers disclaim such status.
Any Shares covered by this Prospectus that qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus.
USE OF PROCEEDS
The proceeds from the sale of each Selling Shareholder's Shares will
belong to the Selling Shareholders. The Company will receive none of the
proceeds from sales of the Shares by the Selling Shareholders.
-18-
<PAGE> 21
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Garvey, Schubert & Barer, Seattle, Washington.
EXPERTS
The audited financial statements and schedules of Soligen Technologies,
Inc. incorporated by reference in this Prospectus and elsewhere in the
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing.
-19-
<PAGE> 22
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimated expenses (other than discounts and commissions paid to
broker-dealers) payable in connection with the sale of the Common Stock offered
hereby are as follows:
SEC registration fee $ 6,755.38
Legal fees and expenses 10,000.00
Accounting fees and expenses 10,000.00
Blue Sky qualification fees and other expenses 15,000.00
=========
Total $41,755.38
The Company will bear all expenses shown above. All expenses shown
above, other than the SEC registration fee, are estimates.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the terms of the Company's Bylaws, the Company shall indemnify an
individual made a party to any proceeding because he or she is a director,
officer, employee or agent of the Company against liability incurred in the
proceeding if:
(a) He or she conducted himself or herself in good faith;
and
(b) He or she reasonably believed that his or her conduct
was in or at least not opposed to the best interest of
the Company; and
(c) In the case of criminal proceeding, he or she had no
reasonable cause to believe his or her conduct was
unlawful.
Indemnification shall also be provided for an individual's conduct with respect
to an employee benefit plan if the individual reasonably believed his or her
conduct to be in the best interests of the participants in and beneficiaries of
the plan.
The Bylaws further require the Company to pay for or reimburse the
reasonable expenses incurred by a director, officer, employee or agent of the
Company who is a party to a proceeding in advance of final disposition of the
proceeding if:
(a) The individual furnishes the Company with a written
affirmation of his or her good faith belief that he or
she has met the standards of conduct described in the
Bylaws;
(b) The individual furnishes the Company with a written
undertaking executed personally or on his or her behalf to
repay the advance if it is ultimately determined that he or
she did not meet the standard of conduct; and
(c) A determination is made that the facts then known to those
making the determination would not preclude indemnification
under the law.
The indemnification and advance of expenses authorized by the Company's Bylaws
are not exclusive to any other rights to which any director, officer, employee
or agent may be entitled under any other agreement, vote of the Company's
shareholders or disinterested members of the Board of Directors, or otherwise.
- II-1 - Page 20 of __ pages
<PAGE> 23
ITEM 16. LIST OF EXHIBITS.
Exhibit Number Description
- -------------- -----------
5.1+ Opinion of Garvey, Schubert & Barer
23.1+ Consent of Arthur Andersen LLP
23.2 Consent of Garvey, Schubert & Barer
(included in Exhibit 5.1)
24.1* Power of Attorney of Dr. Mark Dowley
24.2* Power of Attorney of Darryl J. Yea
24.3* Power of Attorney of Patrick J. Lavelle
99.1* Form of Subscription Agreement in connection
with private placement of 2,390,000 units,
each unit consisting of one share of Common
Stock, one half a Class "A" nontransferable
share purchase warrant and one half a Class
"B" nontransferable share purchase warrant.
99.2** Form of Subscription Agreement in connection
with private placement of 1,195,000 units,
each unit consisting of one share of Common
Stock, one Class "C" nontransferable share
purchase warrant and one-fifth Class "D"
nontransferable share purchase warrant.
99.3*** Form of Subscription Agreement in connection
with private placement of 53.25 units, each
unit consisting of 100,000 shares of Common
Stock and 100,000 Class "E" or Class "G"
nontransferable share purchase warrants.
99.4* Massachusetts Institute of Technology and
Soligen Technologies, Inc. Patent License
Agreement.
99.5* Offshore Securities Subscription Agreement.
- -----------------------------
+ Replaces previously filed exhibit.
* Previously Filed.
** Incorporated by reference to Exhibit 10.5 of Form 10-QSB filed by the
Company on November 13, 1995.
*** Incorporated by reference to Exhibit 10.6 of Form 10-QSB filed by the
Company on November 13, 1995.
- II-1 - Page 21 of __ pages
<PAGE> 24
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required
by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the
effective date of this Registration
Statement (or most recent
post-effective amendment hereof)
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 this Registration
Statement or any material change to
such information in this
Registration Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii)
shall not apply if the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the Registrant pursuant to Sections 13 or 15(d) of
the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration
Statement.
(2) For the purpose of determining any liability under
the Securities Act of 1933, to treat each such
post-effective amendment as a new registration
statement relating to the securities offered
therein, and the offering of such securities at
that time 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company, 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-2 - Page 22 of __ pages
<PAGE> 25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Northridge, State of California, on April __, 1997.
Soligen Technologies, Inc.
/s/ Yehoram Uziel
By: --------------------------------------
Yehoram Uziel, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Yehoram Uziel
- ------------------------------------- Director, Chairman of the Board, April __, 1997
Yehoram Uziel Chief Executive Officer and President
(Principal Executive Officer)
/s/ Dr. Mark Dowley
- ------------------------------------- Director* April __, 1997
Dr. Mark Dowley
/s/ Kenneth I. Friedman
- ------------------------------------- Director April __, 1997
Kenneth I. Friedman
/s/ Robert Kassel
- ------------------------------------- Chief Financial Officer (Principal April __, 1997
Robert Kassel Financial and Accounting Officer)
/s/ Patrick J. Lavelle
- ------------------------------------- Director* April __, 1997
Patrick J. Lavelle
/s/ Darryl J. Yea
- -------------------------------------- Director* April __, 1997
Darryl J. Yea
/s/ Yahoram Uziel
* By -------------------------------- April __, 1997
Yehoram Uziel
Attorney-In-Fact
</TABLE>
- II-3 - Page 23 of __ pages
<PAGE> 26
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Page Number
- -------------- ----------- -----------
<S> <C> <C>
5.1+ Opinion of Garvey, Schubert & Barer
23.1* Consent of Arthur Andersen LLP
23.2 Consent of Garvey, Schubert & Barer (included in
Exhibit 5.1) N/A
24.1* Power of Attorney of Dr. Mark Dowley
24.2* Power of Attorney of Darryl J. Yea
24.3* Power of Attorney of Patrick J. Lavelle
</TABLE>
99.1* Form of Subscription Agreement in connection with private
placement of 2,390,000 units, each unit consisting of one
share of Common Stock, one half a Class "A" nontransferable
share purchase warrant and one half a Class "B"
nontransferable share purchase warrant.
99.2** Form of Subscription Agreement in connection with private
placement of 1,195,000 units, each unit consisting of one
share of Common Stock, one Class "C" nontransferable share
purchase warrant and one-fifth Class "D" nontransferable share
purchase warrant.
99.3*** Form of Subscription Agreement in connection with private
placement of 53.25 units, each unit consisting of 100,000
shares of Common Stock and 100,000 Class "E" or Class "G"
nontransferable share purchase warrants.
99.4* Massachusetts Institute of Technology and Soligen
Technologies, Inc.
- II-5 - Page 24 of __ pages
<PAGE> 27
Patent License Agreement.
99.5* Offshore Securities Subscription Agreement by and between
Soligen Technologies, Inc. and Black Seas Investment, LTD.
99.6* Offshore Securities Subscription Agreement by and between
Soligen Technologies, Inc. and Henley Group, Ltd.
- -----------------------------
+ Replaces previously filed exhibit.
* Previously Filed
** Incorporated by reference to Exhibit 10.5 of Form 10-QSB filed by the
Company on November 13, 1995.
*** Incorporated by reference to Exhibit 10.6 of Form 10-QSB filed by the
Company on November 13, 1995.
- II-5 - Page 25 of __ pages
<PAGE> 1
EXHIBIT 5.1
OPINION OF GARVEY, SCHUBERT & BARER
April 11, 1997
Soligen Technologies, Inc.
19408 Londelius Street
Northridge, California 91324
Gentlemen:
We have acted as counsel for Soligen Technologies, Inc. (the "Company")
in connection with the filing of a registration statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended,
covering 17,608,000 shares of common stock (the "Shares") of the Company to be
sold from time to time by certain existing shareholders of the Company (the
"Selling Shareholders").
We have reviewed those documents, corporate records, and other
instruments we deemed necessary for the purposes of this opinion. As to matters
of fact which have not been independently established, we have relied upon
representations of officers of the Company.
Based on the foregoing, it is our opinion that, under the corporate
laws of the State of Wyoming, the Shares to be offered and sold by the Selling
Shareholders have been duly authorized under the Certificate of Incorporation
of the Company and, when issued by the Company and sold by the Selling
Shareholders, will be validly issued, fully paid and nonassessable securities
of the Company.
This opinion is dated as of the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this opinion under Item 5 in
the Registration Statement.
Sincerely,
GARVEY, SCHUBERT & BARER
