PROSPECTUS
CENTENNIAL TECHNOLOGIES, INC.
230,008 Shares of Common Stock
This Prospectus relates to 230,008 shares (the "Shares") of Common
Stock, $.01 par value per share of Centennial Technologies, Inc., a Delaware
corporation (the "Company"), which were issued in connection with the Company's
purchase of an interest in Infos International, Inc. The Shares may be offered
for resale from time to time by the selling stockholder (the "Selling
Stockholder"). See "Selling Stockholder."
The Company's Common Stock is currently traded on the New York Stock
Exchange under the symbol "CTN" and prior to November 26, 1996, was traded on
the American Stock Exchange under the same symbol. The shares of Common Stock to
be offered for sale pursuant to this Prospectus may be offered for sale on the
New York Stock Exchange or in privately negotiated transactions. On November 25,
1996, the last reported sale price of the Company's Common Stock was $69 1/2 per
share on the American Stock Exchange.
The Company will assume all of the costs and fees relating to the
registration of the Shares except for any discounts, concessions or commissions
payable to underwriters, dealers or agents incident to the offering and sale of
the Shares, and any fees and disbursements of counsel to the Selling
Stockholder.
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THE SECURITIES OFFERED HEREBY INVOLVE CERTAIN RISKS TO THE PURCHASERS
OF SUCH SECURITIES. SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is November 26, 1996.
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission"), a Registration Statement on Form S-3 under the Securities Act,
with respect to the Common Stock offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement and the
exhibits and schedules thereto. For further information with respect to the
Company and the Common Stock offered hereby, reference is hereby made to such
Registration Statement, exhibits and schedules. Statements contained in this
Prospectus as to the contents of any contract or any other document referred to
are not necessarily complete, and in each instance reference is made to the copy
of such contract or document filed as an exhibit to the Registration Statement
or such other document, each such statement being qualified in all respects by
such reference.
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 or information statements and other
information with the Commission. Such reports, proxy or information statements
and other information, as well as the Registration Statement of which this
Prospectus is a part and the exhibits and schedules thereto, 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, as
well as at the following Regional Offices: 7 World Trade Center, 13th Floor, New
York, New York 10048, and Northwestern Atrium Center, 500 W. Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such materials can also be
obtained from the Public Reference Section of the Commission, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, by mail at
prescribed rates. The Common Stock is traded on the New York Stock Exchange, and
the Company's reports, proxy or information statements and other information
filed with the New York Stock Exchange may be inspected at the New York Stock
Exchange's offices at 20 Broad Street, 7th Floor, New York, New York 10005.
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THE COMPANY
The following summary is qualified in its entirety by, and should be
read in conjunction with, the more detailed information, including the "Risk
Factors" section, appearing elsewhere in this Prospectus. All information in
this Prospectus has been adjusted to give retroactive effect to a 20 for 1 stock
split effected January 24, 1994, a 3 for 2 stock split effected August 30, 1995
and a 2 for 1 stock split effected November 25, 1996. As used herein, the
"Company" refers to Centennial Technologies, Inc. and its subsidiaries, unless
the context otherwise requires.
Centennial Technologies, Inc. (the "Company") designs, manufactures and
markets an extensive line of PC cards. A PC card is a rugged, lightweight,
credit card sized device inserted into a dedicated slot in a broad range of
electronic equipment that contains microprocessors, such as portable computers,
telecommunications equipment, manufacturing equipment and vehicle diagnostic
systems. The Company sells its PC cards primarily to original equipment
manufacturers ("OEMs") for industrial and commercial applications. The Company's
PC cards provide increased storage capacity, communications capabilities and
programmed software for specialized applications. These specialized applications
include data acquisition and processing, navigation, and information encryption
and security.
The OEM market served by the Company has rigorous demands for quality
products, technical service and support and rapid order turnaround. The Company
provides its OEM customers with comprehensive PC card solutions, including
in-house design, programming, engineering, manufacturing and private labeling.
The Company believes its ability to provide a full range of services, rapid
order turnaround and manufacturing flexibility to accommodate both large and
small production runs provides a competitive advantage in servicing the OEM
market. The Company manufactures PC cards for over 200 customers, including Bay
Networks, Inc., Digital Equipment Corporation, Philips Electronics N.V., Sharp
Electronics Corporation, Trimble Navigation, Inc. and Xerox Corporation.
The Company also provides contract manufacturing services through its
majority-owned subsidiary, Design Circuits, Inc. ("DCI"), which the Company
acquired in July 1996. DCI manufactures printed circuit boards, cable modems and
other computer peripheral products at its manufacturing facility in
Southborough, Massachusetts.
The principal executive offices of the Company are located at 37
Manning Road, Billerica, Massachusetts 01821. The Company's telephone number is
(508) 670-0646.
An investment in the Company involves several risks, including those
set forth in the "Risk Factors" section beginning on page 4.
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RISK FACTORS
In addition to considering the other information set forth in this
Prospectus, prospective investors should carefully consider the risks of
investment presented below.
HISTORICAL PRODUCT CONCENTRATION
PC cards constituted 98% and 86% of the Company's sales in fiscal 1996
and 1995, respectively. The market for PC cards continues to develop and no
assurance can be given that computing and electronic equipment which utilize PC
cards will not be modified to render the Company's PC cards obsolete or have the
effect of reducing demand for the Company's PC cards. Decreased demand for the
Company's PC cards as a result of technological change, competition or other
factors could have a material adverse effect on the Company's business,
financial position and results of operations.
EXPANSION INTO NEW MARKETS; RECENT ACQUISITION
In July 1996, the Company acquired a majority interest in DCI, a
privately held contract manufacturer primarily of printed circuit boards and
related products. For its fiscal years ended October 31, 1995 and 1994, DCI
reported a net loss of approximately $1,400,000 and a net income of
approximately $170,000, respectively, and a net loss of approximately $529,000
for the eight months ended June 30, 1996. No assurance can be given that DCI
will operate profitably in future periods. If DCI continues to operate at a
loss, or operates below the Company's and/or analysts' expectations, the
Company's business, financial position and results from operations, as well as
the market price of the Company's Common Stock, could be materially adversely
affected. Contract manufacturing represents a new business for the Company. The
Company may be subject to new competitive pressures and other risks related to
this business. No assurance can be given that the Company will be successful in
addressing these risks, or that this business will not take time and management
resources away from the Company's other operations, which could have a material
adverse effect on the Company's business, financial position and results of
operations.
RAPID TECHNOLOGICAL CHANGE AND NEED FOR CONTINUED PRODUCT DEVELOPMENT
The market for PC cards is characterized by rapid technological change,
evolving industry standards and rapid product obsolescence. The Company's growth
and future success will depend upon its ability, on a timely basis, to develop
and introduce new products, to enhance existing products, to adapt products for
various industrial applications and equipment platforms and to gain customer
acceptance of these products, enhancements and adaptations. The Company, having
more limited resources than many of its competitors, must restrict its
development efforts at any given time to a relatively small number of
development projects. No assurance can be given that the Company will select the
correct projects for development resources or that the Company's development
efforts will be successful. In addition, no assurance can be given that the
Company will not experience difficulties that could delay or prevent the
successful development, introduction and
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marketing of new products, that new products and product enhancements will meet
the requirements of the marketplace and achieve market acceptance, or that the
Company's current or future products will conform to applicable industry
standards. The inability of the Company to introduce, on a timely basis, new
products or enhancements that contribute to profitable sales would have a
material adverse effect on the Company's business, financial position and
results of operations. In addition, the contract manufacturing market is
characterized by rapid technological change. The Company's growth and future
success in this market will, in addition to the factors described above, depend
on its ability to anticipate and respond to technological changes in
manufacturing processes on a cost-effective and timely basis, as to which no
assurance can be given.
SHORTAGES OF RAW MATERIALS AND SINGLE SOURCE SUPPLIERS
The Company has, from time to time, experienced shortages in the supply
of computer memory chips and other electronic components used to manufacture PC
cards. The Company expects such supply shortages may continue, particularly with
respect to computer memory chips and other electronic components used in
products targeted at high-growth market segments. Presently, certain memory
chips important to the Company's products are subject to industry-wide
allocation by suppliers.
The Company purchases certain key components from sole or single source
vendors for which alternative sources are not currently available. The Company
does not maintain long-term supply agreements with any of its vendors. The
inability to develop alternative sources for these single or sole source
components or to obtain sufficient quantities of components could result in
delays or reductions in product shipments which could materially and adversely
affect the Company's business, financial position and results of operations. The
Company relies on certain sole source suppliers to provide components used in
certain Company products. No assurance can be given that such suppliers or one
or more of the Company's other vendors will not reduce supplies to the Company.
Even where alternative sources of supply are available, if a major vendor were
to reduce supplies to the Company, the Company may be forced to spend a
significant amount of time to qualify an additional vendor and obtain adequate
supplies. The inability to obtain adequate supplies, on a timely basis, could
have a material adverse effect on the Company's business, financial position and
results of operations. In addition, shortages of electronic components may
result in higher prices, which could have a material adverse effect on the
Company's business, financial position and results of operations.
FLUCTUATIONS IN QUARTERLY RESULTS; POSSIBLE VOLATILITY OF VALUE OF COMMON STOCK
The Company's operations may be subject to quarterly fluctuations due
to a number of factors, including the timing and delivery of significant orders
for the Company's products, competitive pricing pressures, increases in raw
material costs, higher costs associated with the expansion of operations,
changes in customer and product mix, changes in the Company's distribution
channels, production difficulties, quality of the Company's products, increased
research and development expenses associated with new product introductions,
write-downs or write-offs of
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investments in other companies, exchange rate fluctuations and market acceptance
of new or enhanced versions of the Company's products, as well as other factors,
some of which are beyond the Company's control. Any future operating results of
the Company below the expectations of public market analysts and investors could
materially adversely affect the market price of the Company's Common Stock. The
market price of the Company's Common Stock could also be subject to wide
fluctuations in response to a number of items, such as quarterly variations in
operating results, announcements of technological innovations or new products by
the Company or its competitors, trading volume, general market trends and other
factors.
COMPETITION
The markets in which the Company competes are characterized by rapid
technological change, evolving industry standards, rapid product obsolescence
and intense competition. The Company competes with manufacturers of PC cards and
related products, including SanDisk Corporation and Smart Modular Technologies,
Inc., as well as with electronic component manufacturers who also manufacture PC
cards, including Mitsubishi Electric Corporation, Intel Corporation, Epson of
America, Inc., Fujitsu Microelectronics, Inc. Certain of these competitors also
supply the Company with raw materials, including electronic components currently
subject to industry-wide allocation. Such competitors may have the ability to
manufacture PC cards at lower costs than the Company as a result of their higher
levels of integration. In addition, many of the Company's competitors or
potential competitors have greater financial, marketing and technological
resources than the Company. The Company expects competition to increase in the
future from existing competitors and from other companies that may enter the
Company's existing or future markets with similar or alternative products that
may be less costly or provide additional features. The Company believes that its
ability to compete successfully in its PC card business depends on a number of
factors, including product quality and performance, order turnaround, the
provision of competitive design capabilities, timely response to advances in
technology, adequate manufacturing capacity, efficiency of production, timing of
new product introductions by the Company, its customers and its competitors, the
number and nature of the Company's competitors in a given market, price and
general market and economic conditions. In addition, increased competitive
pressure may lead to intensified price competition for both PC cards and
contract manufacturing services, resulting in lower prices and gross margins,
which could materially adversely affect the Company's business, financial
position and results of operations. No assurance can be given that the Company
will compete successfully in the future.
MAJOR CUSTOMERS; CONCENTRATION OF CREDIT RISK
In fiscal 1996, two customers, whose individual sales exceed 10% of
total sales, accounted for an aggregate of approximately 25% of the Company's
sales. If either of these customers were to reduce significantly the amount of
business they conduct with the Company, it could have a material, adverse effect
on the Company's business, financial position and results of operations. At June
30, 1996, two customers of the Company accounted for approximately $4.7 million,
or 38%, of the Company's accounts receivable balance. If any of the Company's
major customers fail to pay
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the Company on a timely basis, it could have a material adverse effect on the
Company's business, financial position and results of operations.
INTERNATIONAL SALES
During fiscal 1996, 1995 and 1994, the Company derived approximately
12%, 23% and 22%, respectively, of its total sales from outside the United
States. Although the Company's sales are denominated primarily in United States
dollars, fluctuations in currency exchange rates could cause the Company's
products to become less price competitive in a particular country, leading to a
reduction in sales or profitability in that country. Manufacturing and sales of
the Company's products may also be materially, adversely affected by factors
such as unexpected changes in, or imposition of, regulatory requirements,
tariffs, import and export restrictions and other barriers and restrictions,
longer payment cycles, greater difficulty in accounts receivable collection,
potentially adverse tax consequences, the burdens of complying with a variety of
foreign laws and other factors beyond the Company's control. No assurance can be
given that these factors will not have a material adverse effect on the
Company's business, financial position and results of operations.
FAILURE TO MAINTAIN QUALITY CONTROL STANDARDS AND DELIVER PRODUCTS ON A TIMELY
BASIS
Many of the Company's products and services must meet exacting OEM
specifications. As a result, the Company must adopt and adhere to stringent
quality control standards for its products and manufacturing processes. No
assurance can be given that the quality of the Company's products and services
will meet customer requirements in the future. If quality problems occur, the
Company could experience increased costs, reschedulings or cancellations of
orders and shipments, delays in collecting accounts receivable, increases in
product returns and reductions in new purchase orders, any of which could have a
material adverse effect on the Company's business, financial position and
results of operations. The Company may have a portion of its production
manufactured at other facilities, including DCI and Centennial Thailand. No
assurance can be given that such facilities, or other manufacturers to whom the
Company may subcontract a portion of its production, will produce products for
the Company that meet the quality requirements of the Company's customers.
The Company believes its ability to deliver products rapidly represents
an important competitive advantage. No assurance can be given, however, that
future delays or interruptions in production caused by problems with product
quality, supply shortages, facilities expansion, equipment failure, the
subcontracting of a portion of production, human error or other factors, some of
which may be beyond the control of the Company, will not result in the failure
to meet delivery schedules. Any such failure could harm the Company's reputation
in the marketplace and have a material adverse effect on the Company's business,
financial position and results of operations.
MANUFACTURING OPERATIONS
The Company has invested, and intends to continue to invest, in
facilities and equipment in order to increase, expand and update its
manufacturing capabilities and equipment at its facilities in
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Billerica, Massachusetts, and at its recently acquired contract manufacturing
facility in Southborough, Massachusetts and the facility in Thailand that is
expected to commence operations in January 1997. Changes in technology or sales
growth beyond currently established manufacturing capabilities will require
further investment. In particular, the future success of the Company's contract
manufacturing operations will depend on the Company's ability to utilize its
manufacturing capacity in an efficient manner, as to which no assurances can be
given. The inability of the Company to generate additional sales necessary to
utilize its contract manufacturing capacity in an efficient manner could have a
material adverse effect on the Company's business, financial position and
results of operations. In addition, no assurance can be given that Centennial
Thailand will not experience significant expenses, costs and delays that could
result in postponement in the commencement of its operations. As a new facility,
Centennial Thailand may also be more prone to experience production and quality
control difficulties, which could have a material adverse effect on the
Company's business, financial position and results of operations.
Substantially all of the Company's manufacturing operations for the
production of PC cards are presently conducted at its main office and
manufacturing facility in Billerica, Massachusetts. A disruption of the
Company's PC card manufacturing operations for any reason, including
interruptions in production, theft, government intervention or a natural
disaster such as fire, earthquake, flood or other casualty could cause the
Company to limit or cease its PC card manufacturing operations, which would have
a material adverse effect on the Company's business, financial position and
results of operations. Although the Company maintains business interruption
insurance to cover natural disasters, no assurance can be given that such
insurance would be sufficient to compensate the Company for damages resulting
from a casualty, or that such insurance will continue to be available to the
Company on commercially reasonable terms, if at all. Although no assurance can
be given, the Company believes that DCI and Centennial Thailand may be able to
manufacture certain of the Company's PC cards if market conditions warrant or
there is a sustained interruption of its manufacturing operations at its
Billerica, Massachusetts facility.
MANAGEMENT OF GROWTH
The Company has experienced a period of rapid growth due primarily to
strong demand for the Company's PC cards. The Company's ability to manage
continued growth, including growth through the Company's acquisition of DCI and
other possible acquisitions (as to which there can be no assurance), will
require the continued improvement of operational, financial and management
information systems and the effective management of employees, as to which no
assurance can be given. If the Company's management is unable to manage growth
effectively, the Company's business, financial position and results of
operations would be materially adversely affected.
ACQUISITIONS AND INVESTMENTS
From time to time, the Company considers acquisitions of companies and
technologies, which may require the Company to secure additional financing and
could result in dilution to the Company's existing stockholders. No assurance
can be given that such financing will be available
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or, if available, will be on terms acceptable to the Company. The Company may
also incur significant expenditures in connection with acquisitions that are not
completed, which would result in the Company having to expense such costs in its
then current financial period. In the event the Company incurs indebtedness in
connection with an acquisition, the Company may be subject to various risks,
including interest rate fluctuations and insufficient cash flow. In addition,
the process of acquiring businesses or technologies frequently results in
unforeseen expenses, difficulties, complications and delays, which could have a
material adverse effect on the Company's business, financial position and
results of operations.
The Company has invested and intends to continue to invest in companies
that have technologies or capabilities complementary to those of the Company.
Because these companies are typically privately held, the Company may not have
the ability to liquidate readily such investments. No assurance can be given
that the companies in which the Company has invested or may invest in the future
will develop successful products or technologies beneficial to the Company or
that such investments will be economically justified. In addition, if companies
in which the Company invests are not successful, the Company would have to
write-off or write-down such investments, which could result in the Company
recognizing a material expense in the period in which such adjustment occurs. In
addition, the Company has guaranteed payment obligations totaling approximately
$950,000 under two leases entered into by one of the companies in which the
Company has invested. If the Company were required to pay either of the
obligations under its guarantees, it could have a material adverse effect on the
Company's business, financial position and results of operations.
PROTECTION OF PROPRIETARY INFORMATION
The Company's products require technical know-how to engineer and
manufacture. To the extent proprietary technology is involved, the Company
relies on trade secrets that it seeks to protect, in part, through
confidentiality agreements with certain employees, consultants and other
parties. No assurance can be given that these agreements will not be breached,
that the Company will have adequate remedies for any breach, or that the
Company's trade secrets will not otherwise become known to, or independently
developed by, existing or potential competitors of the Company. The Company
generally does not seek to protect its proprietary information through patents
or registered trademarks, although it may seek to do so in the future. The
Company may be involved from time to time in litigation to determine the
enforceability, scope and validity of its rights. In addition, no assurance can
be given that the Company's products will not infringe any patents of others.
Litigation could result in substantial cost to the Company and diversion of
effort by the Company's management and technical personnel.
The Company currently licenses certain proprietary and patented
technology from third parties. No assurance can be given that any patented
technology licensed by the Company will provide meaningful protection from
competitors. Even if a competitor's products were to infringe on patents
licensed by the Company, it would be costly for the Company to enforce its
rights in an infringement action and would divert funds and management resources
from the Company's operations.
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DEPENDENCE ON KEY PERSONNEL
The Company's success depends to a significant degree upon the
continued contributions of members of its senior management and other key
personnel. The loss of any of these people could have a material adverse effect
on the Company's business and results of operations. Certain members of senior
management have entered into employment and non-compete agreements with the
Company.
POSSIBLE DILUTIVE EFFECT OF FUTURE SALES OF COMMON STOCK
The sale, or availability for sale, of substantial amounts of shares of
Common Stock in the public market subsequent to this offering pursuant to Rule
144 under the Securities Act, or otherwise, could materially adversely affect
the market price of the Common Stock. On the date of this Prospectus, in
addition to the 230,008 shares of Common Stock offered hereby, 15,792,510 shares
will be freely tradeable. In addition, as of November 25, 1996, stock options to
purchase a total of 1,999,200 shares of Common Stock were outstanding. The
Company has registered or intends to register all of the shares underlying these
options, along with 1,536,800 shares of Common Stock available for future
issuance under the Company's stock option plans (after giving effect to an
amendment to the Company's 1994 Stock Option Plan approved by the Company's
stockholders on November 6, 1996). In addition, 1,311,382 of the outstanding
shares of Common Stock of the Company are "restricted securities," as that term
is defined under Rule 144 promulgated under the Securities Act, and may be sold
over the New York Stock Exchange in accordance with Rule 144. The sale of such
shares of Common Stock over the New York Stock Exchange or otherwise could have
a material adverse effect on the market price of the Common Stock.
CONTROL BY MANAGEMENT; EFFECTS OF CERTAIN ANTI-TAKEOVER PROVISIONS
The Company's Certificate of Incorporation authorizes the Board of
Directors to issue up to 1,000,000 shares of preferred stock, $0.01 par value
per share (the "Preferred Stock"). No shares of Preferred Stock are currently
outstanding, and the Company has no present plans for the issuance thereof. The
Preferred Stock may be issued in one or more series, the terms of which may be
determined at the time of issuance by the Board of Directors, without further
action by stockholders, and may include voting rights (including the right to
vote as a series on particular matters), preferences as to dividends and
liquidation, conversion and redemption rights and sinking fund provisions. The
issuance of any such shares of Preferred Stock could adversely affect the rights
of holders of Common Stock and, therefore, could reduce the value of the Common
Stock. In addition, the ability of the Board of Directors to issue Preferred
Stock could discourage, delay, or prevent a takeover of the Company.
In addition, the Company, as a Delaware corporation, is subject to the
General Corporation Law of the State of Delaware, including Section 203 thereof.
In general, the law restricts the ability of a public Delaware corporation from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became
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an interested stockholder, unless certain conditions are met. As a result of the
application of Section 203 and certain provisions in the Company's Certificate
of Incorporation, potential acquirors of the Company may find it more difficult
or be discouraged from attempting to effect an acquisition transaction with the
Company, thereby possibly depriving holders of the Company's securities of
certain opportunities to sell or otherwise dispose of such securities at
above-market prices.
USE OF PROCEEDS
The Company will not receive any part of the proceeds of any sale or
transactions made by the Selling Stockholder.
SELLING STOCKHOLDER
The following table sets forth, as of November 26, 1996, the number of
shares beneficially owned prior to the Offering, the number of shares of Common
Stock offered hereby, and the number of shares beneficially owned after the
Offering (assuming sale of all shares of Common Stock being offered hereby) by
the Selling Stockholder.
Common
Stock Common Stock
Beneficially Common Beneficially
Owned Stock Owned After
Prior to Being Completion of
Selling Stockholder(1) Offering Offered Offering
- ---------------------- --------- -------- --------
Infos International, S.A. 230,008 230,008 0
Total 230,008 230,008 0
======= ======= =
- ----------------------------
(1) Infos International, S.A., the Selling Stockholder, was the sole
stockholder of Infos International, Inc. On October 2, 1996, Infos
International, S.A. sold a thirty-eight percent (38%) interest in Infos
International, Inc. to the Company (the "Transaction"). The Selling
Stockholder received shares of Common Stock of the Company as partial
consideration in connection with the Transaction.
The shares of Common Stock are being registered to permit public sales
of the Shares from time to time by the Selling Stockholder. The Selling
Stockholder was issued the Shares in connection with the Transaction. Such
securities are being registered pursuant to the terms of the Statement of
Registration Rights by and between the Company and Infos International, S.A.,
dated October 2, 1996, at the expense of the Company, exclusive of fees and
expenses of the Selling
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Stockholder's attorneys or other representatives and selling or brokerage
commissions, if any, as the result of the sale of such securities.
The Selling Stockholder is not restricted as to the price or prices at
which it may sell the Shares. Sales of the Shares at less than the market price
may depress the market price of the Company's Common Stock. It is anticipated
that the sale of the Shares when made, will be made over the New York Stock
Exchange, either through broker-dealers acting as agents or brokers for the
seller, or through broker-dealers acting as principals, who may then resell the
Shares over the New York Stock Exchange, or through private sales, at negotiated
prices related to prevailing market prices at the time of the sales, or by a
combination of such methods. Thus, the sale of the Shares by the Selling
Stockholder may occur over an extended period of time.
PLAN OF DISTRIBUTION
The shares of Common Stock covered hereby may be offered and sold from
time to time by the Selling Stockholder listed above. The Selling Stockholder
will act independently of the Company in making decisions with respect to the
timing, market, or otherwise at prices related to the then current market price
or in negotiated transactions.
The shares of Common Stock may be sold from time to time by the Selling
Stockholder, or by pledgees, donees, transferees or other successors in
interest. The shares of Common Stock covered by this Prospectus may be sold by
the Selling Stockholder in one or more transactions on the New York Stock
Exchange, or otherwise at prices and at terms then prevailing or at prices
related to the then current market price, or in negotiated transactions. The
shares of Common Stock may be sold by one or more of the following: (a) a block
trade in which the broker or dealer so engaged will attempt to sell the shares
of Common Stock as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account pursuant to this
prospectus; and (c) ordinary brokerage transactions and transactions in which
the broker solicits purchasers. Thus, the period of distribution of such shares
of Common Stock may occur over an extended period of time. The Company is paying
all of the other expenses of registering the securities offered hereby under the
Securities Act estimated to be $10,000.00 for filing, legal, and miscellaneous
fees and expenses, and has agreed to indemnify the Selling Stockholder against
certain liabilities, including liabilities under the Securities Act. In
effecting sales, broker-dealers engaged by the Selling Stockholder may arrange
for other broker-dealers to participate. Usual and customary or specifically
negotiated brokerage fees or commissions may be paid by the Selling Stockholder
in connection with such sales. The Company will not receive any proceeds from
any sales of the Shares by the Selling Stockholder.
In offering the securities, the Selling Stockholder and any
broker-dealers and any other participating broker-dealers who execute sales for
the Selling Stockholder may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such sales, and any profits realized by
the Selling Stockholder and the compensation of such broker-dealer may be
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deemed to be underwriting discounts and commissions. In addition, any shares
covered by this Prospectus which qualify for sale pursuant to Rule 144 may be
sold under Rule 144 rather than pursuant to this Prospectus.
The Company has advised the Selling Stockholder that during such time
as it may be engaged in a distribution of Shares it is required to comply with
Rules 10b-6 and 10b-7 under the Exchange Act (as those Rules are described in
more detail below) and, in connection therewith, that it may not engage in any
stabilization activity, except as permitted under the Exchange Act, are required
to furnish each broker-dealer through which Shares included herein may be
offered copies of this Prospectus, and may not bid for or purchase any
securities of the Company or attempt to induce any person to purchase any
securities except as permitted under the Exchange Act.
Rule 10b-6 under the Exchange Act prohibits, with certain exceptions,
participants in a distribution from bidding for or purchasing, for an account in
which the participant has a beneficial interest, any of the securities that are
the subject of the distribution. Rule 10b-7 governs bids and purchases made in
order to stabilize the price of a security in connection with a distribution of
the security.
TRANSFER AGENT
The transfer agent for the Company's Common Stock is American
Securities Transfer, Inc., 938 Quail Street, Suite 101, Lakewood, Colorado
80215.
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference: (1) the Company's Proxy Statement for its 1996
Annual Meeting of Stockholders dated October 3, 1996; (2) the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 1996; (3) the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1996; (4) the
Company's Current Report on Form 8-K, dated July 24, 1996, as amended by Form
8-K/A Amendment No. 1, dated September 23, 1996; (5) the Company's Current
Report on Form 8-K, dated October 17, 1996, as amended by Form 8-K/A Amendment
No. 1, dated November 26, 1996; (6) the Company's Current Report on Form 8-K,
dated November 20, 1996; (7) the Company's Registration Statement No. 33-
74862-NY on Form SB-2 declared effective by the Commission on April 12, 1994
registering the Company's Common Stock under Section 12(g) of the Exchange Act;
and (8) the Company's Registration Statement No. 333-1008 on Form S-3 declared
effective by the Commission on March 19, 1996. All documents filed by the
Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date hereof and prior to the termination of
the offering of the Common Stock registered hereby shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing of such documents. Any statements 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 is
deemed to be incorporated by reference herein 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. The
Company will provide without charge to each person to whom this Prospectus is
- 13 -
delivered, upon a written request of such person, a copy of any or all of the
foregoing documents incorporated by reference into this Prospectus (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 the Chief Financial Officer of the Company, 37 Manning Road, Billerica,
Massachusetts 01821, Telephone: (508) 670-0646.
INDEMNIFICATION
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.
Delaware General Corporation Law, Section 102(b)(7), enables a
corporation in its original certificate of incorporation or an amendment thereto
validly approved by stockholders to eliminate or limit personal liability of
members of its Board of Directors for violations of a director's fiduciary duty
of care. However, the elimination or limitation shall not apply where there has
been a breach of the duty of loyalty, failure to act in good faith, engaging in
intentional misconduct or knowingly violating a law, paying a dividend or
approving a stock repurchase which is deemed illegal or obtaining an improper
personal benefit. The Company's Certificate of Incorporation includes the
following language:
To the maximum extent permitted by Section 102(b)(7) of the
General Corporation Law of Delaware, a director of this Corporation
shall not be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, except
for liability (i) for any breach of the director's duty of loyalty to
the Corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the Director
derived an improper personal benefit.
Delaware General Corporation Law, Section 145, permits a corporation
organized under Delaware law to indemnify directors and officers with respect to
any matter in which the director or officer acted in good faith and in a manner
he reasonably believed to be not opposed to the best interests of the Company,
and, with respect to any criminal action, had reasonable cause to believe his
conduct was lawful. The Bylaws of the Company include the following provision:
Reference is made to Section 145 and any other relevant
provisions of the General Corporation Law of the State of Delaware.
Particular reference is made to the class of persons, hereinafter
called "Indemnitees," who may be indemnified by a Delaware corporation
pursuant to the provisions of such Section 145, namely, any person, or
the heirs, executors, or administrators of such person, who was or is a
- 14 -
party or is threatened to be made a party to any threatened, pending or
completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, by reason of the fact that such
person is or was a director, officer, employee, or agent of such
corporation or is or was serving at the request of such corporation as
a director, officer, employee, or agent of such corporation or is or
was serving at the request of such corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust, or other enterprise. The Corporation shall, and is hereby
obligated to, in addition to any obligation incurred pursuant to the
Corporation's Certificate of Incorporation, indemnify the Indemnitees,
and each of them, in each and every situation where the Corporation is
obligated to make such indemnification pursuant to the aforesaid
statutory provisions. The Corporation shall indemnify the Indemnitees,
and each of them, in each and every situation where, under the
aforesaid statutory provisions, the Corporation is not obligated, but
is nevertheless permitted or empowered, to make such indemnification,
it being understood that, before making such indemnification, with
respect to any situation covered under this sentence, (i) the
Corporation shall promptly make or cause to be made, by any of the
methods referred to in Subsection (d) of such Section 145, a
determination as to whether each Indemnitee acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, in the case of any criminal action
or proceeding, had no reasonable cause to believe that his conduct was
unlawful, and (ii) that no such indemnification shall be made unless it
is determined that such Indemnitee acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests
of the Corporation, and, in the case of any criminal action or
proceeding, had no reasonable cause to believe that his conduct was
unlawful.
- 15 -
======================================== ===================================
No dealer, salesperson or any other
person has been authorized to give any
information or to make any
representations other than those
contained in this Prospectus in 230,008 Shares
connection with the offer made by this
Prospectus. If given or made, such
information or representation must not
be relied upon as having been authorized
by the Company or any Selling
Stockholder. This Prospectus does not
constitute an offer to sell or a CENTENNIAL TECHNOLOGIES, INC.
solicitation of an offer to buy any
securities other than shares of Common
Stock to which this Prospectus relates,
or an offer in any jurisdiction in which
such offer or solicitation is not
authorized, or in which the person
making such offer or solicitation is not Common Stock
qualified to do so, or to any person to
whom it is unlawful to make such offer
or solicitation. Neither the delivery of
this Prospectus nor any offer or sale
made hereunder shall, under any
circumstances, create any implication ----------
that there has been no change in the PROSPECTUS
affairs of the Company since the date
hereof or that the information contained ----------
herein is correct as of any time
subsequent to the date hereof.
-----------
TABLE OF CONTENTS
Page
Available Information................2
The Company .........................3
Risk Factors.........................4
Use of Proceeds ....................11
Selling Stockholder ................11 November 26, 1996
Plan of Distribution................12
Transfer Agent .....................13
Incorporation of Certain
Documents by Reference..............13
Indemnification.....................14
====================================== ======================================
