AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1996
REGISTRATION NO. 333-09939
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO.1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933,
AS AMENDED
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CENTENNIAL TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
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Delaware 04-2978400
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
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EMANUEL PINEZ
Chief Executive Officer
37 Manning Road
Billerica, Massachusetts 01821
(508) 670-0646
(Address and telephone number of principal executive
offices and agent for service)
Copies to:
PAUL D. BROUDE, Esquire
ANDREW D. MYERS, Esquire
O'Connor, Broude & Aronson
Bay Colony Corporate Center
950 Winter Street, Suite 2300
Waltham, Massachusetts 02154
(617) 890-6600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO
THE PUBLIC: From time to time after this Registration
Statement becomes effective.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, check the following box.[ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended, other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Each Class Maximum Maximum Amount of
of Securities to Be Amount to Offering Price Aggregate Registration
Registered Be Registered(1) Per Share (2) Offering Price(2) Fee
- ----------------------- ------------- --------------- ----------------- ---------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value
per share............. $25,000 $34.94 $873,500 $301.21
</TABLE>
(1) This Amendment No.1 to Form S-3 relates to the registrations of 125,000
shares of Common Stock, $.01 par value per share, of the Registraint.
The Registraint previously paid a registration fee of $1,187.59 on
August 9, 1996, for 100,000 shares of Common Stock, $.01 par value per
share, with the original filing of its Form S-3.
(2) Estimated solely for calculation of the amount of the registration fee.
All shares of Common Stock are being offered by the Selling
Stockholders who are not restricted as to the price or prices at which
such securities may be sold. Such securities are anticipated to be
offered at prices approximating fluctuating market prices. Therefore,
pursuant to Rule 457 of the Securities Act of 1933, as amended, the
registration fee has been calculated based upon the average of $35.25
per share and $34.63 per share, the high and low prices of the
Company's Common Stock, respectively, on August 29, 1996, as reported
by the American Stock Exchange.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
CENTENNIAL TECHNOLOGIES, INC.
CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K
<TABLE>
<CAPTION>
Item Number of Form S-3 Location or Caption in Prospectus
----------------------- ---------------------------------
<S> <C> <C>
1. Forepart of Registration Statement and Outside
Front Cover of Prospectus................................. Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages of
Prospectus................................................ Inside Front Cover Page; Outside Back
Cover Page; Available Information;
Incorporation of Certain Documents by
Reference
3. Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges.............................. Prospectus Summary; Risk Factors;
Summary Consolidated Financial Data
4. Use of Proceeds........................................... Use of Proceeds
5. Determination of Offering Price........................... Not Applicable
6. Dilution.................................................. Not Applicable
7. Selling Securityholders................................... Selling Stockholders
8. Plan of Distribution...................................... Outside Front Cover Page; Plan of
Distribution
9. Description of Securities to be Registered................ Not Applicable
10. Interests of Named Experts and Counsel.................... Not Applicable
11. Material Changes.......................................... Not applicable
12. Incorporation of Certain Information by Reference......... Incorporation of Certain Documents by
Reference
13. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities............................ Indemnification
</TABLE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED SEPTEMBER 5, 1996
PROSPECTUS
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CENTENNIAL TECHNOLOGIES, INC.
125,000 SHARES OF COMMON STOCK
This Prospectus relates to 125,000 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 merger of
a subsidiary of the Company into Design Circuits, Inc., a contract manufacturer
located in Massachusetts. The Shares may be offered for resale from time to time
by the selling stockholders (the "Selling Stockholders"). See "Selling
Stockholders."
The Company's Common Stock is traded on the American Stock Exchange
under the symbol "CTN." The shares of Common Stock to be offered for sale
pursuant to this Prospectus may be offered for sale on the American Stock
Exchange or in privately negotiated transactions. On August 29, 1996, the last
reported sale price of the Company's Common Stock was $ 34.875 per share.
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
Stockholders.
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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.
-----------------
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.
-----------------
THE DATE OF THIS PROSPECTUS IS __, 1996.
- 1 -
Pursuant to Rule 429 under the Securities Act of 1933, as amended (the
"Securities Act"), this Prospectus also relates to and may be used in connection
with securities previously registered under said Securities Act pursuant to
Registration Statement No. NY-33-74862 and consisting of 200,000 shares of
Common Stock issuable upon exercise of a purchase option received by the
underwriters in connection with the Company's initial public offering.
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 American Stock Exchange, and
the Company's reports, proxy or information statements and other information
filed with the American Stock Exchange may be inspected at the American Stock
Exchange's offices at 86 Trinity Place, New York, New York 10006.
- 2 -
PROSPECTUS SUMMARY
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.
THE COMPANY
Centennial Technologies, Inc. (the "Company") designs, manufactures and
markets an extensive line of PC cards used primarily by original equipment
manufacturers ("OEMs") for industrial and commercial applications. 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'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 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 Company was incorporated and began operations in 1987 to develop
and commercialize font cartridges for laser printers. During the past several
years, the Company has de-emphasized the marketing and sales of font cartridges
in order to focus on the rapidly growing PC card market. For fiscal 1995, sales
of PC cards accounted for approximately 86% of product sales, compared to
approximately 58% of product sales in fiscal 1994. Sales of PC cards accounted
for approximately 97% of product sales in the nine months ended March 31, 1996.
In future periods, the Company expects that contract manufacturing services will
account for a larger portion of the Company's revenues measured on a
consolidated basis.
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. Except where the context otherwise requires, the term the
"Company" includes Centennial Technologies, Inc. and its wholly-owned or
majority-owned subsidiaries.
RISK FACTORS
An investment in the Company involves several risks, including those
set forth under Risk Factors 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.
PRODUCT CONCENTRATION
PC cards constituted 86% and 97% of the Company's sales in fiscal 1995
and the nine months ended March 31, 1996, respectively, and PC cards are
expected to continue to account for a substantial portion of the Company's sales
in the foreseeable future. The market for PC cards is still developing 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
otherwise 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 would have a material adverse effect on the
Company's business 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 and to adapt products
for various industrial applications and equipment platforms, as well as upon
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 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
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
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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 on 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 and results of operations. The Company relies on
Intel Corporation as the sole source of certain Intel brand memory chips used in
certain of the Company's PC cards marketed for use with computing devices that
contain Intel microprocessors. The sole source risk associated with components
from Intel may be heightened during transitions from one generation of
microprocessor to the next given the potential lack of safety stock available
during these transitions. The Company also relies on the Sony Corporation as the
sole supplier of certain SRAM memory chips. No assurance can be given that
Intel, Sony or one or more of the Company's other vendors will not significantly
reduce supplies to the Company. Even where alternative sources of supply are
available, if a major vendor were to significantly 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 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 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 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 and 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 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.
- 5 -
The Company acquired DCI in July 1996. For the fiscal years ended
October 31, 1995 and 1994, DCI reported a net loss of approximately $1,400,000
and net income of approximately $170,000, respectively. No assurance can be
given that DCI will operate profitably in current or future periods. If DCI
continues to operate at a loss, or operates below the Company's and/or analysts'
expectations, the Company's business and results from operations, as well as the
market price of the Company's Common Stock, could be materially, adversely
affected.
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 Billerica,
Massachusetts, and, in particular, at its contract manufacturing facility in
Southborough, Massachusetts. 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 and results of operations.
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., and other contract manufacturers.
Certain of these competitors also supply the Company with raw materials,
including electronic components currently on 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
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and contract manufacturing services, resulting in lower prices and gross
margins, which could materially adversely affect the Company's business and
results of operations. No assurance can be given that the Company will compete
successfully in the future.
CONCENTRATION OF CREDIT RISK
At March 31, 1996, seven customers of the Company accounted for
approximately $5.1 million, or 53% of the Company's accounts receivable balance.
If any of these customers fail to pay the Company on a timely basis, it could
have a material adverse effect on the Company's financial condition and results
of operations.
INTERNATIONAL SALES
During fiscal 1994 and fiscal 1995, the Company derived approximately
22% and 23%, 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 and 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 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 and results of operations. The
Company's business plans include subcontracting a portion of its production to a
third-party manufacturing facility located in Quebec, Canada. No assurance can
be given that such facility, 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 product orders faster than
many other PC card manufacturers represents an important competitive advantage.
No assurance can be given, however,
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that future delays or interruptions in production caused by problems with
product quality, supply shortages, facilities expansion, 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 and
results of operations.
SINGLE SITE MANUFACTURING FACILITY FOR PC CARDS
Substantially all of the Company's manufacturing operations for the
production of PC cards are 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 PC card 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 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.
MANAGEMENT OF GROWTH
The Company has recently experienced a period of rapid growth due
primarily to strong demand for the Company's PC cards. To accommodate such
growth, the Company has hired senior managers in engineering, production,
marketing and quality control. In addition, the Company has expanded its
production capacity by acquiring additional manufacturing equipment and has
enhanced its management information systems. The Company's ability to manage
continued growth will require the further 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 and results of operations
would be materially and adversely effected.
RISKS OF ACQUISITIONS AND INVESTMENTS IN OTHER COMPANIES
The Company's long-term business strategy includes acquisitions of
companies and technologies, which may require the Company to secure additional
financing and which could involve dilution to the Company's existing
stockholders. No assurance can be given that such financing will be available
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 statements. 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,
companies that acquire businesses or technologies frequently
- 8 -
encounter unforeseen expenses, difficulties, complications and delays, which
could have a material adverse effect on the Company's business and results of
operations.
The Company has invested and intends to continue to invest in
early-stage 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 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 would result in the
Company recognizing an expense in the period in which such adjustment occurs.
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.
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.
- 9 -
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 125,000 shares of Common Stock offered hereby, 7,619,910 shares
will be freely tradeable. In addition, as of August 29, 1996, stock options to
purchase a total of 475,700 shares of Common Stock were outstanding. The Company
has registered all of these shares, along with 123,450 shares of Common Stock
available for future issuance under the Company's stock option plans. The sale
of such shares of Common Stock over the American Stock Exchange or otherwise
could have a material adverse effect on the market price of the Company's Common
Stock. In addition, 751,360 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 American Stock
Exchange in accordance with Rule 144. The availability for sale of shares of
Common Stock under Rule 144 or otherwise could have a material adverse effect on
the market price of the Company's Common Stock.
CONTROL BY MANAGEMENT; EFFECTS OF CERTAIN ANTI-TAKEOVER PROVISIONS
Upon the consummation of this offering, the Company's officers,
directors and their affiliates will beneficially own approximately 25% of the
then issued and outstanding shares of Common Stock, the substantial majority of
which will be held by Emanuel Pinez, the Company's Chairman of the Board of
Directors, Chief Executive Officer and Secretary. Accordingly, such persons will
be able to continue to have substantial influence upon, if not to direct, the
affairs of the Company. 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 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
- 10 -
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 Stockholders.
SELLING STOCKHOLDERS
The following table sets forth, as of August 9, 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 Stockholders. The information set forth below is based soley on
information from the Selling Stockholders. Except as otherwise indicated, none
of the following stockholders has had any material relationship with the Company
during the past three (3) years.
Common
Stock Common Stock
Beneficially Common Beneficially
Owned Stock Owned After
Prior to Being Completion of
Selling Stockholders(1) Offering Offered Offering
- ----------------------- -------------- ------- -------------
Sheik Ahmed (2) 441 441 0
Arthur I. Andersen 39 39 0
B.A. Ballou & Co., Inc.
Retirment Plan (3) 2,145 2,145 0
- 11 -
<TABLE>
<CAPTION>
Common
Stock Common Stock
Beneficially Common Beneficially
Owned Stock Owned After
Prior to Being Completion of
Selling Stockholders(1) Offering Offered Offering
- ----------------------- -------------- --------- --------
<S> <C> <C> <C>
Carolyn Booth 81 81 0
Brookwood Investments Limited Partnership 139 139 0
Gertrude Burr 31 31 0
Capricornia Corp. 925 925 0
Walter Conroy (2) 441 441 0
Lawrence Coolidge Trust 778 778 0
Benjamin T. Downs 77 77 0
Fidelity Ventures, Ltd.(4) 19,176 19,176 0
Fidelity Waterway Limited Partnership (4) 69,958 69,958 0
Walter N. Frank, Jr. 78 78 0
Walter N. Frank, Sr. 61 61 0
Benjamin J. Gilson & Sarah G. Gilson 9 9 0
Andrew Howland 152 152 0
Kellygreen Ltd. 25,000 25,000 0
Phyllis Kimball Johnston & H. Earl Kimball Foundation 352 352 0
John Bird Lloyd Jr. Trust 223 223 0
Peter Loring 1,211 1,211 0
Jonathan Marin 31 31 0
Nancy G. Myers Trust 63 63 0
Gerrit J. Nicholas 308 308 0
Jonathan Norton 21 21 0
Karen L. Osborne 31 31 0
Russell & Co. 422 422 0
Warren L. Schwerin 278 278 0
W. Mason Smith III Trust 74 74 0
David A. Straus 42 42 0
Patricia Straus 42 42 0
Patricia Straus, Custodian for Rebecca E. Straus under UGMA 42 42 0
Helmut Thielsch 2,223 2,223 0
David Wolfson 106 106 0
--- --- -
Total 125,000 125,000 0
------- ------- =
</TABLE>
(1) With the exception of Kellygreen Ltd., the Selling Stockholders were
stockholders of DCI. On July 10, 1996, DCI merged with Centennial
Acquisition Corporation, the Company's majority owned subsidiary (the
"Merger"). The Selling Stockholders received shares of Common Stock as
partial consideration in connection with the Merger. Kellygreen Ltd.
received shares of Common Stock as consideration for consulting
services provided to the Company in connection with the Merger.
(2) Sheik Ahmed is employed as the Vice President of DCI, a majority owned
subsidiary of the Company. Walter Conroy serves as President and a
Director of DCI. Both Messrs. Ahmed and Conroy were employed by DCI
prior to the Merger.
(3) F. Remington Ballou serves as Chief Executive Officer and director of
B.A. Ballou & Co., Inc. Mr. Ballou, individually, is the holder of two
promissory notes from DCI. The first promissory note, dated October 22,
1992, has a face value of $150,000(the "1992 Note"). At August 29,
1996, $32,467.43 in principal and accrued interest remained outstanding
on the 1992 Note. The other promissory note, dated January 15, 1993,
has a face value of $100,000 (the "1993 Note"). No accrued interest or
principal has been paid on the 1993 Note.
(4) An affiliated mutual fund entity or entities may, from time to time, be
or have been a substantial shareholder of the Company.
- 12 -
The shares of Common Stock are being registered to permit public sales
of the Shares from time to time by the Selling Stockholders. The Selling
Stockholders were issued the Shares in connection with the Merger. Such
securities are being registered pursuant to the terms of the Agreement and Plan
of Merger by and between the Company, Centennial Acquisition Corporation and
DCI, dated July 10, 1996, at the expense of the Company, exclusive of fees and
expenses of the Selling Stockholders' attorneys or other representatives and
selling or brokerage commissions, if any, as the result of the sale of such
securities.
The Selling Stockholders are not restricted as to the price or prices
at which they 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
American 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 American 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 Stockholders 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 Stockholders listed above. The Selling Stockholders
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
Stockholders, 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 Stockholders in one or more transactions on the American 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 $15,000 for filing, legal, and miscellaneous fees
and expenses, and has agreed to indemnify the Selling Stockholders against
certain liabilities, including liabilities under the Securities Act. In
effecting sales, broker-dealers engaged by the Selling Stockholders may arrange
for other broker-dealers to participate. Usual and customary or specifically
negotiated brokerage fees or commissions may be paid by the Selling Stockholders
in connection with such sales. The Company will not receive any proceeds from
any sales of the Shares by the Selling Stockholders.
- 13 -
In offering the securities, the Selling Stockholders and any
broker-dealers and any other participating broker-dealers who execute sales for
the Selling Stockholders 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 Stockholders and the compensation of such broker-dealer may be
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 Stockholders that during such time
as they may be engaged in a distribution of Shares they are 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 they 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 Annual Report on Form 10-K
for the fiscal year ended June 30, 1995; (2) the Company's interim reports on
Form 10-Q for the fiscal quarters ended September 30, 1995, December 31, 1995
and March 31, 1996; (3) the Company's current report on Form 8-K, dated July 24,
1996; and (4) the Company's Registration Statement No. 33-74862-NY on Form 8-A
declared effective by the Commission on April 12, 1994 registering the Company's
Common Stock under Section 12(g) of the Exchange Act; and (5) 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
- 14 -
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
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
- 15 -
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
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.
- 16 -
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 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 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 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 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
Prospectus Summary ....................................... 3
Risk Factors.............................................. 4
Use of Proceeds .......................................... 11
Selling Stockholders ..................................... 12
Plan of Distribution...................................... 13
Transfer Agent ........................................... 15
Incorporation of Certain Documents by
Reference............................................... 15
Indemnification........................................... 15
================================================================================
125,000 SHARES
CENTENNIAL TECHNOLOGIES, INC.
COMMON STOCK
--------
PROSPECTUS
--------
September __, 1996
================================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an itemization of all expenses (subject to future
contingencies) incurred or expected to be incurred by the Company in connection
with the issuance and distribution of the securities being offered hereby other
than underwriting discounts and commissions (items marked with an asterisk (*)
represent estimated expenses):
Registration Fee (SEC)................................. $ 1,488.80
Legal Fees* .................................... $10,000.00
Miscellaneous*......................................... $ 3,511.20
----------
TOTAL* $15,000.00
==========
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
See "Indemnification" contained in Part I hereof, which is incorporated
by reference.
ITEM 16. EXHIBITS
(a) The following is a list of exhibits filed herewith as part of
this Registration Statement:
Exhibit
No. Title
--- -----
*5 Opinion Letter of O'Connor, Broude & Aronson as to legality of
shares being registered.
*23a Consent of O'Connor, Broude & Aronson (contained in opinion
filed as Exhibit 5).
*23b Consent of Coopers and Lybrand LCC
* Previously filed with the Commission on August 9, 1996
II-1
(b) The following exhibit was filed as part of Company's report on Form
8-K filed with the Commission on July 24, l996 and is herein incorporated by
reference.
Exhibit
No. Title
--- -----
2 Agreement and Plan of Merger By and Among the Company, Centennial
Acquisition Corporation and Design Circuits, Inc., dated July 10, l996
(c) The following exhibits were filed as part of the Company's Form
SB-2 Registration Statement (33-74862-NY) declared effective by the Commission
on April 12, 1994 and are herein incorporated by reference:
Exhibit
No. Title
--- -----
3a Certificate of Incorporation.
3b Bylaws.
4a Included in Exhibits 3a and 3b.
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;
(ii) To reflect in the prospectus any facts or events
which, individually or together, represent a
fundamental change in the information set forth in
the registration statement; and
(iii) To include any additional or material information on
the plan of distribution.
(2) For the purpose of determining any liability under the Securities
Act, to treat each post-effective amendment as a new registration statement of
the securities offered, and the offering of the securities at that time as the
initial bona fide offering.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that 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
Registrant pursuant to the foregoing provisions,
II-2
or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer, or controlling person of
Registrant in the successful defense of any action, suit, or proceeding) is
asserted by such director, officer, or controlling person in connection with the
securities being registered, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-3
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 BILLERICA, COMMONWEALTH OF MASSACHUSETTS, ON THE
29TH DAY OF AUGUST, 1996.
CENTENNIAL TECHNOLOGIES, INC.
By: /s/ Emanuel Pinez
--------------------------------------
Emanuel Pinez, Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
Signature Title Date
- --------- ----- ----
/s/ Emanuel Pinez Chairman of the Board, Chief August 29, 1996
- ------------------ Executive Officer, and Secretary
Emanuel Pinez
/s/ James M. Murphy Chief Financial Officer (Principal September 3, 1996
- ------------------ financial and accounting officer),
James M. Murphy Treasurer, and Director
/s/ John J. McDonald President and Director September 3, 1996
- ------------------
John J. McDonald
/s/ John J. Shields Vice-Chairman of the Board September 3, 1996
- ------------------
John J. Shields
Director __________, 1996
- ------------------
J. P. Luc Beaubien
Director __________, 1996
- ------------------
William M. Kinch
/s/ William Shea Director August 29, 1996
- ------------------
William Shea
II-4
