As Filed with the Securities and Exchange Commission on November 19, 1997
Registration No. 333-37713
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
APPLIED CELLULAR TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
MISSOURI
(State or other jurisdiction of
incorporation or organization)
43-1641533
(I.R.S. Employer
Identification No.)
James River Professional Center
Highway 160 & CC, Suite 5, P.O. Box 2067
Nixa, Missouri 65714
(417) 725-9888
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Richard J. Sullivan
James River Professional Center
Highway 160 & CC, Suite 5, P.O. Box 2067
Nixa, Missouri 65714
(417) 725-9888
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all correspondence to:
Denis P. McCusker, Esq.
Bryan Cave LLP
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750
(314) 259-2000
Amending the Prospectus, adding additional shares and adding exhibits
<TABLE>
CALCULATION OF ADDITIONAL REGISTRATION FEE
<CAPTION>
- ----------------------------- -------------------- --------------------- ---------------------- ------------------
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered(1) offering price per aggregate offering registration
unit(1) price(2) fee(3)
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par
value per share 10,516,927 shares $7.75 $81,506,184 $29,061
- ----------------------------- -------------------- --------------------- ---------------------- ------------------
<FN>
(1) In the original filing, 8,858,516 shares were registered. By this
amendment, the registrant is adding 1,658,411 shares to the registration,
for an aggregate of 10,516,927 shares.
(2) Pursuant to Rule 457(b), the proposed offering price and registration fee
have been calculated on the basis of the average of the high and low
trading prices for the Common Stock on October 9, 1997 (in respect of the
initial filing) and November 12, 1997 (in respect of the shares added by
this amendment) as reported on the Nasdaq Small-Cap Market.
(3) An initial registration fee of $25,166 was paid at the time of the original
registration, and an additional $3,895 has been paid with respect to the
1,658,411 shares being added by this amendment, calculated as indicated in
Note 2 above.
</FN>
</TABLE>
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED NOVEMBER 19, 1997
PRELIMINARY PROSPECTUS
[GRAPHIC OMITTED]
10,516,927 Shares
Common Stock
------------------
This Prospectus relates to the proposed sale from time to time of up to
10,516,927 shares (the "Shares") of the common stock, par value $.001 per share
(the "Common Stock"), of Applied Cellular Technology, Inc., a Missouri
corporation (the "Company"), in the amount and in the manner and on terms and
conditions described herein, by the Selling Shareholders. See "Selling
Shareholders." The Selling Shareholders may sell the Shares in one or more
transactions (which may include "block transactions") on the Nasdaq Small-Cap
Market, in the over-the-counter market, in negotiated transactions or in a
combination of such methods of sales, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Shareholders may
effect such transactions by selling the Shares directly to purchasers, or may
sell to or through agents, dealers or underwriters designated from time to time,
and such agents, dealers or underwriters may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or the
purchaser(s) of Shares for whom they may act as agent or to whom they may sell
as principals, or both. The Selling Shareholders and the brokers and dealers
through which the sales of the Shares may be made may be deemed to be
"underwriters" within the meaning set forth in the Securities Act of 1933, as
amended (the "Securities Act"), and their commissions and discounts and other
compensation may be regarded as underwriters' compensation. See "Plan of
Distribution" and "Selling Shareholders." The Company will not receive any
proceeds from the sale of Shares by the Selling Shareholders and will bear all
the expenses incurred in connection with registering this offering of the
Shares.
The Shares have been or will be issued by the Company from time to time (a)
in various acquisition transactions, (b) in consideration for services rendered
to the Company or (c) on exercise of warrants previously issued by the Company,
all as described herein. See "Selling Shareholders." The registration of the
Shares has been effected pursuant to agreements entered into by the Company with
the Selling Shareholders. Although such registration will allow the sale of the
Shares by the Selling Shareholders from time to time as described herein, the
Company believes that the Selling Shareholders do not currently intend to sell
all or substantially all of the Shares.
The Common Stock of the Company is listed on the Nasdaq Small-Cap Market
under the symbol "ACTC." On November 12, 1997, the last reported sale price of
the Common Stock on the Nasdaq Small-Cap Market was 7.125 per share. See "Price
Range of Common Stock."
--------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 4 IN THE PROSPECTUS FOR A DISCUSSION OF
CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE
COMMON STOCK OFFERED HEREBY.
--------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------------------
The date of this Prospectus is November __, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). These reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional
offices located at Northeast Regional Office, Seven World Trade Center, Suite
1300, New York, New York 10048 and Midwest Regional Office, Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can also be obtained from the Public Reference Section of the
Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Commission maintains a Web site that contains reports,
proxy and information statements and other materials that are filed through the
Commission's Electronic Data Gathering, Analysis and Retrieval (EDGAR) system.
This Web site can be accessed at http://www.sec.gov. Quotations relating to the
Company's Common Stock appear on the Nasdaq Small-Cap Market, and such reports,
proxy statements and other information concerning the Company can also be
inspected at the offices of the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act with respect to the
shares of Common Stock offered hereby. This Prospectus does not contain all of
the information set forth in the Registration Statement or the exhibits thereto.
As permitted by the rules and regulations of the Commission, this Prospectus
omits certain information contained or incorporated by reference in the
Registration Statement. Statements contained in this Prospectus as to the
contents of any contract or other document filed or incorporated by reference as
an exhibit to the Registration Statement are not necessarily complete, and in
each instance reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement. For further information,
reference is hereby made to the Registration Statement and exhibits thereto,
copies of which may be inspected at the offices of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 or obtained from the Commission at the same
address at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
pursuant to the Exchange Act are incorporated herein by reference:
(1) the Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996 (filed on March 31, 1997);
(2) the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997 (filed on May 13, 1997);
(3) the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997 (filed on August 13, 1997);
(4) the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997 (filed on November 13, 1997);
(5) The Company's Current Report on Form 8-K/A filed with the Commission on
January 15, 1997;
(6) The Company's Current Report on Form 8-K filed with the Commission on
February 3, 1997;
2
<PAGE>
(7) The Company's Current Report on Form 8-K filed with the Commission on
April 15, 1997;
(8) The Company's Current Report on Form 8-K and Form 8-K/A filed with the
Commission on February 19, 1997 and April 15, 1997, respectively;
(9) The Company's Current Report on Form 8-K and Form 8-K/A filed with the
Commission on April 2, 1997 and April 21, 1997, respectively;
(10) The Company's Current Report on Form 8-K and Form 8-K/A filed with the
Commission on April 11, 1997 and June 2, 1997, respectively;
(11) The Company's Current Report on Form 8-K filed with the Commission on
November 13, 1997; and
(12) The Company's Registration Statement on Form 8-A filed on May 5,
1995, registering the Company's Common Stock under Section 12(g) of the Exchange
Act.
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 shall hereby be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated herein by reference 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 incorporated or deemed to be incorporated herein by reference, which
statement is also incorporated herein by reference, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. Copies of these documents (excluding exhibits
unless such exhibits are specifically incorporated by reference into the
information incorporated herein) will be provided by first class mail without
charge to each person to whom this Prospectus is delivered, upon written or oral
request by such person to Applied Cellular Technology, Inc., James River
Professional Center, Highway 160 & CC, Suite 5, P.O. Box 2067, Nixa, Missouri
65714; Attention: Kay Langsford, Corporate Controller (telephone: (417)
725-9888.)
No person has been authorized in connection with this offering to give any
information or to make any representation not contained or incorporated by
reference in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company,
the Selling Shareholders or any other person. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to purchase, any
securities other than those to which it relates, nor does it constitute an offer
to sell or a solicitation of an offer to purchase by any person in any
jurisdiction in which it is unlawful for such person to make such an offer or
solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information contained herein is correct as of any time subsequent to the date
hereof or that there has been no change in the affairs of the Company since such
date.
TABLE OF CONTENTS
Available Information......................... 2
Risk Factors.................................. 4
The Company .................................. 6
Selling Shareholders.......................... 7
Information Concerning Capital Stock ........ 12
Plan Of Distribution ........................ 13
Legal Matters................................ 13
Experts...................................... 13
3
<PAGE>
RISK FACTORS
In addition to the other information contained herein, the following
factors should be considered carefully in evaluating the Company and its
business before purchasing any of the Common Stock offered hereby.
Uncertainty of Future Financial Results
While the Company has been profitable for the last two fiscal years,
future financial results are uncertain. There can be no assurance that the
Company will continue to be operated in a profitable manner. Profitability
depends upon many factors, including the success of the Company's various
marketing programs, the maintenance or reduction of expense levels and the
ability of the Company to successfully coordinate the efforts of the different
segments of its business.
Future Sales of and Market for the Shares
As of November 11, 1997, the Company had 18,365,211 shares of Common
Stock outstanding. Between January 1, 1997 and November 11, 1997, the Company
has issued an aggregate of 12,566,510 shares of common stock, of which
7,545,731 shares were issued in acquisitions, 2,123,500 shares were
issued on exercise of warrants, 1,354,167 shares were issued on conversion of
100,000 shares of the Company's Preferred Stock, 650,000 shares were issued on
exercise of options, 546,112 shares were issued for services rendered, 175,000
were sold to officers of the Company or its subsidiaries, and 172,000 were
issued in private placement transactions.
Management of the Company anticipates that the Company will continue to
effect acquisitions and contract for certain services primarily through the
issuance of Common Stock or other equity securities of the Company. Such
issuances of additional securities may be viewed as being dilutive of the value
of the Common Stock in certain circumstances and may have an adverse impact on
the market price of the Common Stock.
Risks Associated with Acquisitions and Expansion
The Company has engaged in a continuing program of acquisitions of
other businesses which are considered to be complementary to the lines of
business carried on by the Company, and it is anticipated that such acquisitions
will continue to occur. As of September 30, 1997, the total assets of the
Company were approximately $55 million. As of December 31, 1996, the total
assets of the Company were approximately $33 million, compared to approximately
$4 million at the end of 1995. Net operating revenues for the nine month period
ended September 30, 1997 were approximately $72 million. Net operating revenues
for 1996 were approximately $20 million, compared with $2.3 million in 1995 and
$0.3 million in 1994. Managing these dramatic changes in the scope of the
business of the Company will present ongoing challenges to management, and there
can be no assurance that the Company's operations as currently structured, or as
affected by future acquisitions, will be successful. The businesses acquired by
the Company may require substantial additional capital, and there can be no
assurance as to the availability of such capital when needed, nor as to the
terms on which such capital might be made available to the Company. It is the
Company's policy to retain existing management of acquired companies and to
allow the new subsidiary to continue to operate in the manner which has resulted
in its success in the past, under the overall supervision of senior management
of the Company. Accordingly, the success of the operations of these subsidiaries
will depend, to a great extent, on the continued efforts of the management of
the acquired companies.
Competition
Each segment of the Company's business is highly competitive, and it is
expected that competitive pressures will continue. Many of the Company's
competitors have far greater financial and other resources
4
<PAGE>
than the Company. The areas which the Company has identified for continued
growth and expansion are also target market segments for some of the largest and
most strongly capitalized companies in the United States. There can be no
assurance that the Company will have the financial, technical, marketing and
other resources required to compete successfully in this environment in the
future.
Dependence on Key Individuals
The future success of the Company is highly dependent upon the
Company's ability to attract and retain qualified key employees. The Company is
organized with a small senior management team, with each of its separate
operations under the day-to-day control of local managers. If the Company were
to lose the services of any members of its central management team, the overall
operations of the Company could be adversely affected, and the operations of any
of the individual facilities of the Company could be adversely affected if the
services of the local managers should be unavailable.
Lack of Dividends on Common Stock; Issuance of Preferred Stock
The Company does not have a history of paying dividends on its Common
Stock, and there can be no assurance that such dividends will be paid in the
foreseeable future. The Company intends to use any earnings which may be
generated to finance the growth of the Company's businesses. The Board of
Directors has the right to authorize the issuance of preferred stock, without
further stockholder approval, the holders of which may have preferences as to
payment of dividends.
Potential Conflicts of Interests
Mr. Richard Sullivan, the Chief Executive Officer of the Company, is also
Chairman of Great Bay Technology, Inc. and Managing General Partner of the Bay
Group. Both these companies conduct business with the Company, and receive
compensation from the Company for various services, including assistance in
identifying potential acquisition candidates and in negotiating acquisition
transactions. The relationships among such companies, Mr. Sullivan and the
Company may involve conflicts of interest.
Possible Volatility of Stock Price
The Common Stock is quoted on the Nasdaq Small-Cap Market, which stock
market has experienced and is likely to experience in the future significant
price and volume fluctuations which could adversely affect the market price of
the Common Stock without regard to the operating performance of the Company. In
addition, the Company believes that factors such as the significant changes to
the business of the Company resulting from continued acquisitions and
expansions, quarterly fluctuations in the financial results of the Company,
shortfalls in earnings or sales below analyst expectations, changes in the
performance of other companies in the same market sectors as the Company and the
performance of the overall economy and the financial markets could cause the
price of the Common Stock to fluctuate substantially.
Forward-Looking Statements and Associated Risk
This Prospectus, including the information incorporated herein by
reference, contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements regarding, among
other items, (i) the Company's growth strategies, (ii) anticipated trends in the
Company's business and demographics and (iii) the Company's ability to
successfully integrate the business operations of recently acquired companies.
These forward-looking statements are based largely on the Company's expectations
and are subject to a number of risks and uncertainties, certain of which are
beyond the Company's control. Actual results could differ materially from these
forward-looking statements as a result of the factors described in "Risk
Factors," including, among others, regulatory, competitive or other economic
influences. In light of these risks and uncertainties, there can be no assurance
that the forward-looking information contained in this Prospectus will be
accurate.
5
<PAGE>
THE COMPANY
The Company is a diversified technology company, operating predominantly in
three industry segments, as follows:
The services and solutions group (formerly the retail group) installs,
sells, services and supports cellular phone and other wireless services,
business telephone systems, voice mail and interactive voice response systems,
commercial long distance and local telephone services, residential long distance
telephone services, digital satellite television services to business and
consumer end-users, and computer systems, offering custom and custom-tailored
software and hardware systems for manufacturers, wholesales, distributors and
field sales and service organizations, and construction and installation of
microwave cellular and digital PCS towers.
The computer group provides leasing, remarketing, parts-on-demand,
consulting and business continuity services for mainframe, midrange and PC
systems to industrial, commercial and retail organizations.
The manufacturing group manufactures customized analog and digital and
off-the-shelf industrial temperature controls and custom analog and digital
electrical products, and satellite dish positioning systems.
The largest part of the Company's current operations are the result of
acquisitions completed during the last two years. During 1995, the net operating
revenues of the Company were $2.34 million. For the nine month period ended
September 30, 1997, net operating revenues were $72.1 million. For 1996, net
operating revenues were $19.76 million, of which almost $14 million was from the
Company's services and solutions segment. Since January 1, 1997, the Company has
completed 12 additional acquisitions, of companies whose aggregate net revenues
for 1996the nine months ended September 30, 1997 were approximately $42 million.
The principal office of the Company is located at Highway 160 and CC, Suite
5, Nixa, Missouri 65714, phone 417-725-9888. Satellite corporate offices are
located in Amherst, New Hampshire, Cambridge, Massachusetts and St. Louis,
Missouri.
Each operating business is conducted through a separate subsidiary company
directed by its own management team, and each subsidiary company has its own
marketing and operations support personnel. Each management team reports to the
President, who is responsible for overall corporate control and coordination, as
well as financial planning. The Chairman is responsible for the overall business
and strategic planning of the Company.
6
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth information regarding the ownership of the
Common Stock by the Selling Shareholders as of the date of this Prospectus and
as adjusted to reflect the sale of the shares of Common Stock offered hereby .
The Shares have been or will be issued by the Company from time to time (a)
in various acquisition transactions, (b) in consideration for services rendered
to the Company or (c) on exercise of warrants previously issued by the Company,
all as described in the footnotes to the following table. The registration of
the Shares has been effected pursuant to agreements entered into by the Company
with the Selling Shareholders. Although such registration will allow the sale of
the Shares by the Selling Shareholders from time to time as described herein,
the Company believes that the Selling Shareholders do not currently intend to
sell all or substantially all of the Shares.
The percentage owned prior to and after the offering reflects all of the
then outstanding common shares. The amount and percentage owned after the
offering assumes the sale of all of the common shares being registered on behalf
of the selling shareholders.
<TABLE>
<CAPTION>
Ownership After
Number of Shares the Offering if
Ownership Prior to the Offered Hereby all Shares are
Selling Shareholder Offering Sold
- ----------------------------------------------------------------- ----------------------------------
Shares % Shares %
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
James M. Shaver 1,433,600 (1) 7.81% 1,433,600 0 --
Herman J. Valdez 614,400 (1) 3.35 614,400 0 --
Lee W. Murray 28,800 (2) * 28,800 0 --
Russell S. Gardner, III 28,800 (2) * 28,800 0 --
Livingston Davies 158,272 (3) * 158,272 0 --
Livingston Davies Irrevocable Trust 78,713 (3) * 78,713 0 --
John H. Knowles, Jr. 87,459 (3) * 87,459 0 --
Timothy Hilton--Knowles Minority Trust 10,344 (3) * 10,344 0 --
Jospeh Dillon Knowles Minority Trust 10,344 (3) * 10,344 0 --
Cameron LaCroix Knowles Minority Trust 10,344 (3) * 10,344 0 --
Andor Co., Ltd. 355,477 (3) 1.94% 355,477 0 --
Robin James Smith--Saville 231,970 (4) 1.26% 231,970 0 --
Else Meyland Smith 6,058 (4) * 6,058 0 --
Lawrence Jan Martin Smith 9,086 (4) * 9,086 0 --
Susan Mary Smith 9,086 (4) * 9,086 0 --
Stephen Kingsley Barton 2,844 (4) * 2,844 0 --
Managed Technology Investors 160,705 (4) * 160,705 0 --
Geoffrey John Walker 37,231 (4) * 37,231 0 --
Peter Martin Terrell 6,058 (4) * 6,058 0 --
Melvin Barmat 948 (4) * 948 0 --
Robin Bernard Michaelson 11,934 (4) * 11,934 0 --
D. J. Davis 2,226 (5) * 2,226 0 --
Kevin O'Keefe & Associates 10,016 (5) * 10,016 0 --
Lora R. Steinmann 800,080 (6) 4.36% 800,080 0 --
E. Kurt Steinmann 109,760 (6) * 109,760 0 --
Dolores L. Franco 30,800 (6) * 30,800 0 --
Eric J. Steinmann 123,840 (6) * 123,840 0 --
Lance J. Umbertis 149,040 (6) * 149,040 0 --
Josef M. Steinman 149,040 (6) * 149,040 0 --
Lohr N. Bangle 9,200 (6) * 9,200 0 --
Robert A. Bospflug 17,040 (6) * 17,040 0 --
Scott A. Capistrano 10,000 (6) * 10,000 0 --
Andrea L. Downs 6,240 (6) * 6,240 0 --
Craig C. Gibble 16,720 (6) * 16,720 0 --
7
<PAGE>
Pamela L. Pittman 27,200 (6) * 27,200 0 --
Gaylord S. Poiry 6,000 (6) * 6,000 0 --
Victor S. Ahern 16,240 (6) * 16,240 0 --
Arie W. Bos 13,040 (6) * 13,040 0 --
Patricia A. Miller 2,160 (6) * 2,160 0 --
Heinz J. Steinmann 18,000 (6) * 18,000 0 --
Lance R. Steinmann 16,800 (6) * 16,800 0 --
Daniel P. Wolfe 9,680 (6) * 9,680 0 --
Randy C. Zachary 6,000 (6) * 6,000 0 --
STC Netcom, Inc. Employees' Trust 63,120 (6) * 63,120 0 --
William A. Forkner 35,000 (7) * 35,000 0 --
William A. Husa 35,000 (7) * 35,000 0 --
Karen Clement 1,000 (8) * 1,000 0 --
John Kunish 20,000 (9) * 20,000 0 --
John McCarthy 20,000 (9) * 20,000 0 --
Kay E. Langsford 5,000 (9) * 5,000 0 --
Andrew Werdeman 2,000 (9) * 2,000 0 --
Phillip Tranbarger 5,000 (9) * 5,000 0 --
Richard J. Sullivan 1,848,374 (9)(10) 10.06% 891,374 957,000 5.21%
Garrett A. Sullivan 370,000 (9)(11) 2.01% 120,000 250,000 1.36%
John Beasley 10,503 (12) * 10,503 0 --
J. Alexander Securities, Inc. 1,000 (13) * 1,000 0 --
North American Corporate Consultants 500 (13) * 500 0 --
Reovest, Inc. 121 (13) * 121 0 --
Hayden, Buczeck & Associates 8,000 (13) * 8,000 0 --
Merra, Kanakis, Creme & Mellor, P.C. 940 (13) * 940 0 --
Ira Miller & Co. 62,500 (13) * 62,500 0 --
Scott Kelly 12,500 (13) * 12,500 0 --
Vincent F. & Kim N. Lo Castro, Joint
Tenants 550,000 (14) 2.99% 550,000 0 --
The Bruce Reale Revocable Trust dated
8/1/90, Bruce Reale & The Reale 1,282,966 (15) 6.99% 1,256,240 26,726 *
Family Limited Partnership
Scott R. Silverman 101,240 (16) * 101,240 0 --
David A. Loppert 100,000 (17) * 100,000 0 --
Marc Sherman 423,480 (18) 2.31% 23,480 400,000 2.18%
Daniel E. Penni 81,865 (19) * 45,000 36,865 *
Angela M. Sullivan 5,000 (20)(21) * 5,000 0 --
Arthur F. Noterman 5,000 (20) * 5,000 0 --
Capital Alliance Corp. 159,695 (22) * 94,167 65,528 *
Rigo Felix 6,726 (23) * 6,726 0 --
Gary A. Gray 140,000 (24) * 100,000 40,000 *
Attkisson, Carter & Akers 200,000 (25) 1.09% 200,000 0 --
Dominick & Dominick 250,000 (26) 1.36% 250,000 0 --
Lokken, Chestnut and Cape 248,500 (27) 1.35% 125,000 123,500 *
Sherri Sheerr 158,351 (28) * 158,351 0 --
Harvey H. Newman 235,547 (29) 1.28% 235,547 0 --
Martin D. Zuckerman 226,309 (29) 1.23% 226,309 0 --
Edward L. Cummings 22,858 (30) * 13,490 9,368 *
Charles Newman 5,000 (31) * 5,000 0 --
James Folts 5,173 (32) * 5,173 0 --
Mark Crowley 6,181 (32) * 6,181 0 --
Mark Gilles 863 (32) * 863 0 --
David Hagedorn 432 (32) * 432 0 --
8
<PAGE>
Todd S. Larchuk 691 (32) * 691 0 --
Vincent Ravo 6,181 (32) * 6,181 0 --
Matthew Runo 518 (32) * 518 0 --
Edelson Technology Partners II 325,051 (32) 1.77% 325,051 0 --
4C Ventures 81,490 (32) * 81,490 0 --
RH Investment Group No. 1 5,563 (32) * 5,563 0 --
Michael Epstein 15,520 (32) * 15,520 0 --
Roger Miller 15,198 (32) * 15,198 0 --
Ian G. Miller Trust 976 (32) * 976 0 --
Helen E. Miller Trust 247 (32) * 247 0 --
Lee Katherine Miller Trust 247 (32) * 247 0 --
Charles W. Miller Trust 247 (32) * 247 0 --
Nicholas J. Miller Trust 247 (32) * 247 0 --
Ludwig Kapp 43,379 (32) * 43,379 0 --
Charitable Lead Trust 7,858 (32) * 7,858 0 --
Dorothy E. Pattee 15,717 (32) * 15,717 0 --
Douglas Kemmerer 345 (32) * 345 0 --
Bonnie Jennings 3 (32) * 3 0 --
Scott Cusins 43 (32) * 43 0 --
Tara Mezzanotte 3 (32) * 3 0 --
Tracy Mocha 130 (32) * 130 0 --
Ron Williamson 9 (32) * 9 0 --
John F. Reap 26,176 (32) * 26,176 0 --
Edward Feldman 20,352 (32) * 20,352 0 --
Elizabeth B. & Donald C. Lennox, Joint
Tenants 20,296 (32) * 20,296 0 --
George S. & Carol C. Anton, Joint Tenants 7,235 (32) * 7,235 0 --
Suzann E. & Michael S. Nielsen, Joint
Tenants 1,624 (32) * 1,624 0 --
Brian J. & Jeanne K. Daly, Joint Tenants 8,454 (32) * 8,454 0 --
William H. McEvoy 377 (32) * 377 0 --
Robert W. Long 449 (32) * 449 0 --
Scott Bartolett 4,134 (32) * 4,134 0 --
Jo Ann & Anthony J. Nicoletti, Joint
Tenants 17 (32) * 17 0 --
Claire L. & Thomas A. Frew, Joint Tenants 9 (32) * 9 0 --
Debora Adams 267 (32) * 267 0 --
Alice Christensen 259 (32) * 259 0 --
Karen L. Murphy 267 (32) * 267 0 --
David Shafer 267 (32) * 267 0 --
Kevin M. Stewart 210 (32) * 210 0 --
Donald P. Proefrock 25 (32) * 25 0 --
Albert V. & Diane J. Narusberg, Joint
Tenants 25 (32) * 25 0 --
Ronald M. Kaplan 18,204 (33) * 18,204 0 --
CoreStates Bank, N.A. 240,265 (34) 1.31% 240,265 0 --
---------- ----------- -----
Total ......................... 12,425,914 10,516,927 1,908,987
</TABLE>
- -----------------
* Represents ownership of less than one percent.
9
<PAGE>
(1) Represents shares of Common Stock received pursuant to the Company's
acquisition of an 80% interest in Advanced Telecommunications, Inc., effective
as of April 1, 1997.
(2) Represents shares of Common Stock received pursuant to the Company's
acquisition of a 100% interest in DLS Service Corporation., effective as of July
1, 1997.
(3) Represents shares of Common Stock received pursuant to the Company's
acquisition of a 100% interest in Intermatica, Inc., effective as of June 30,
1997.
(4) Represents shares of Common Stock received pursuant to the Company's
acquisition of an 80% interest in Signal Processors, Ltd., effective as of April
1, 1997.
(5) Represents shares of Common Stock for acting as a broker in the
Company's acquisition of Signal Processors, Ltd.
(6) Represents shares of Common Stock received pursuant to the Company's
acquisition of an 80% interest in STC Netcom, Inc., effective as of July 1,
1997.
(7) Represents shares of Common Stock for acting as a broker in the
Company's acquisition of STC Netcom, Inc. (8) Represents shares of Common Stock
issued as a bonus on March 3, 1997. Ms. Clement is an employee of a subsidiary
of the Company.
(9) Represents shares of Common Stock issued as a bonus to certain
employees of the Company or its subsidiaries on January 11, 1996.
(10) Includes (a) 50,000 shares of Common Stock issued as a bonus to
certain employees of the Company or its subsidiaries on January 11, 1996 , (b)
48,109 shares of Common Stock received pursuant to an employment agreement
between the Company and Mr. Sullivan in lieu of cash compensation for the year
beginning June 1, 1997, (c) 193,265 shares of Common Stock issued to The Bay
Group, Inc. for services rendered, and (d) 600,000 shares issuable on exercise
(at a purchase price of $3.00 per share) of Class N Warrants issued to Great Bay
Technology, Inc. in 1997, in consideration for its agreement to exercise certain
previously-issued warrants. The Bay Group is owned by Richard J. Sullivan
and Angela M. Sullivan, a Director of the Company. Richard J. Sullivan, Angela
M. Sullivan and Stephanie Sullivan are the controlling shareholders of Great Bay
Technology, Inc.
(11) Includes (a) 20,000 shares of Common Stock issued as a bonus to
certain employees of the Company or its subsidiaries on January 11, 1996, (b)
100,000 shares of Common Stock issuable on exercise (at a purchase price of
$3.00 per share) of Class N Warrants issued to Mr. Sullivan in 1997, in
consideration for his agreement to exercise certain previously-issued warrants.
(12) Represents shares of Common Stock received pursuant to an Employment
Agreement between the Company, its subsidiary, Atlantic Systems, Inc., and Mr.
Beasley. Mr. Beasley is an employee of Atlantic Systems, Inc.
(13) Represents shares of Common Stock received in consideration for
services rendered to the Company. (14) Represents 650,000 shares of Common Stock
received in exchange for 48,000 shares of the Company's Redeemable Preferred
Stock. Shortly after receiving the shares of Common Stock, Mr. & Mrs. Lo Castro
exchanged 100,000 of these restricted shares of Common Stock for 100,000 shares
of registered Common Stock with The Reale Family Limited Partnership (see 15
below).
(15) Includes (a) 676,726 shares owned by The Bruce Reale Revocable Trust
dated 8/1/90, (b) 100,000 shares owned by The Reale Family Limited Partnership,
(c) 26,240 shares owned by Bruce Reale and (d) 480,000 shares of Common Stock
issuable on exercise (at a purchase price of $3.00 per share) of Class P
Warrants issued to The Bruce Reale Revocable Trust in 1997, in consideration for
his agreement to exercise certain previously-issued warrants.
(16) Represents (a) 75,000 shares of Common Stock purchased from the
Company on June 23, 1997 under a note purchase agreement, and (b) 26,240 shares
of Common Stock received for acting as a broker in the Company's acquisition of
Advanced Telecommunications, Inc. Mr. Silverman is an officer of a subsidiary of
the Company.
(17) Represents shares of Common Stock purchased from the Company on May 9,
1997 under a note purchase agreement. Mr. Loppert is Vice President, Treasurer
and Chief Financial Officer of the Company.
(18) Includes (a) 9,990 shares of Common Stock received by Mr. Sherman in
connection with an Amendment to Agreement of Sale dated as of September 30,
1997, among the Company, Mr. Sherman and Universal Commodities Corp. ("UCC").
Mr. Sherman is President of UCC, a subsidiary of the Company; (b) 4,443 shares
of Common Stock as a finders fee in connection with UCC's acquisition of
Cybertech Station, Inc. (see note 29 below); and (c) 9,047 shares of Common
Stock as a finders fee in connection with UCC's acquisition
10
<PAGE>
of PPL, Ltd (see note 30 below). Mr. Sherman received 581,818 shares of Common
Stock when the Company purchased 80% of UCC. The Company's share registry does
not reflect Mr. Sherman as an owner of record of these shares as of November 12,
1997. As of November 12, 1997, Mr. Sherman has represented that he beneficially
owns 423,480 shares of Common Stock.
(19) Represents (a) 5,000 shares of Common Stock received for services
rendered as a Director of the Company, (b) 30,000 shares for prior services
rendered to the Company for the period from 1995 - 1997, and (c) 10,000 shares
for the conversion of a loan to the Company.
(20) Represents shares of Common Stock received for services rendered as a
Director of the Company.
(21) Ms. Sullivan is married to Richard J. Sullivan, the Company's Chairman
and Chief Executive Officer.
(22) Includes 54,167 shares of Common Stock received in exchange for 4,000
shares of the Company's Redeemable Preferred Stock and 40,000 shares of Common
Stock issuable on exercise (at a purchase price of $3.00 per share) of Class P
Warrants issued to Capital Alliance Corp. in 1997, in consideration for its
agreement to exercise certain previously-issued warrants.
(23) Represents 6,726 shares of Common Stock received in exchange for
21,158 shares of common stock in Cra-Tek Company. Effective as of August 1,
1996, the Company purchased 80.1% of the outstanding common shares of Cra-Tek
Company and has an option to acquire the remaining 19.9%. The 21,158 shares
acquired represents an additional 1.8% of Cra-Tek's outstanding shares.
(24) Represents shares of Common Stock issuable on exercise (at a purchase
price of $3.00 per share) of Class N Warrants issued to Mr. Gray in 1997, in
consideration for his agreement to exercise certain previously-issued warrants.
(25) Represents shares of Common Stock issuable on exercise (at a purchase
price of $3.00 per share) of Class O Warrants issued to Attkisson, Carter &
Akers in 1997 in consideration for investment banking services and assisting the
Company in private placements of warrants.
(26) Represents shares of Common Stock issuable on exercise (at a purchase
price of $8.375 per share) of Class Q Warrants issued to Dominick & Dominick in
1997, in consideration for its agreement to exercise certain previously-issued
warrants.
(27) Includes 125,000 shares of Common Stock issuable on exercise (at a
purchase price of $8.375 per share) of Class R Warrants issued to Lokken,
Chesnut & Cape in 1997, in consideration for its agreement to exercise certain
previously-issued warrants.
(28) Represents shares of Common Stock received pursuant to the Company's
subsidiary, UCC's, acquisition of an 80% interest in Cybertech Station, Inc.,
effective as of July 1, 1997.
(29) Represents shares of Common Stock received pursuant to the Company's
subsidiary, UCC's, acquisition of an 80% interest in PPL, Ltd., effective as of
July 1, 1997.
(30) Includes (a) 4,444 shares of Common Stock as a finders fee in
connection with UCC's acquisition of Cybertech Station, Inc.; and (b) 9,046
shares as a finders fee in connection with UCC's acquisition of PPL. Ltd..
(31) Represents shares of Common Stock as a finders fee in connection with
UCC's acquisition of PPL. Ltd.
(32) Represents shares of Common Stock received pursuant to the Company's
acquisition of a 100% interest in Alacrity Systems, Inc., effective as of
October 1, 1997.
(33) Represents shares of Common Stock as a finders fee in connection with
the Company's acquisition of Alacrity Systems, Inc.
(34) Represents shares of Common Stock issuable on exercise (at a purchase
price of $6.00 per share) of Class S Warrants issued to CoreStates Bank, N.A. in
October, 1997 as collateral for a loan to a subsidiary of the Company.
11
<PAGE>
INFORMATION CONCERNING CAPITAL STOCK
The Company's Certificate of Incorporation authorizes the issuance of up to
40,000,000 shares of Common Stock, and up to 5,000,000 shares of preferred stock
(the "Preferred Stock"). The Preferred Stock may be issued from time to time and
on such terms as are specified by the Company's Board of Directors, without
further authorization from the stockholders of the Company.
As of November 11, 1997, there were outstanding 18,365,211 shares of Common
Stock and 9,000 shares of Preferred Stock, par value $10 per share, redemption
value $100 per share.
As of November 11, 1997, (i) there were outstanding warrants to purchase
2,728,229 shares of Common Stock at a weighted average exercise price of $5.42
per share, and (ii) options held by employees of the Company to purchase
2,916,100 shares of Common Stock at a weighted average exercise price of $4.52
per share. All of the warrants are currently exercisable. Of the outstanding
options, 705,000 are now exercisable at a weighted average exercise price of
$4.44, and the rest become exercisable at various times over the next three
years. The Shares offered pursuant to this Prospectus include 2,135,265 shares
of Common Stock issuable on exercise of outstanding warrants.
The Company's Common Stock trades on the Nasdaq Small-Cap Market under
the symbol "ACTC." The following table sets forth the high and low sale prices
of the Common Stock as reported by the Nasdaq Small-Cap Market for each of the
quarters since the Common Stock began trading on the Nasdaq Small-Cap Market in
August 1995.
High Low
1995
Third Quarter ............. 9 7-1/8
Fourth Quarter ............. 7-1/2 3-5/8
1996
First Quarter ............. 6-7/8 2-3/4
Second Quarter ............. 9-1/8 4
Third Quarter ............. 7-7/8 3-3/4
Fourth Quarter ............. 7-3/8 4-1/2
1997
First Quarter ............. 5-7/8 4
Second Quarter ............. 4-3/8 2-5/8
Third Quarter ............ 8-3/4 3-1/16
Fourth Quarter (through
November 12 ............. 9-3/4 5-5/8
On November 12, 1997, the last reported sale price of the Common Stock
on the Nasdaq Small-Cap Market was $7.125. As of November 12, 1997, there were
approximately 1,120 shareholders of record of the Common Stock.
12
<PAGE>
PLAN OF DISTRIBUTION
The Selling Shareholders may sell the Shares offered hereby in one or more
transactions (which may include "block" transactions) on the Nasdaq Small-Cap
Market, in the over-the-counter market, in negotiated transactions or in a
combination of such methods of sales, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Shareholders may
effect such transactions by selling the Shares directly to purchasers, or may
sell to or through agents, dealers or underwriters designated from time to time,
and such agents, dealers or underwriters may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or the
purchaser(s) of the Shares for whom they may act as agent or to whom they may
sell as principals, or both. The Selling Shareholders and any agents, dealers or
underwriters that act in connection with the sale of the Shares might be deemed
to be "underwriters" within the meaning of Section 2(11) of the Securities Act,
and any discount or commission received by them and any profit on the resale of
the Shares as principal might be deemed to be underwriting discounts or
commissions under the Securities Act.
The Company will receive no portion of the proceeds from the sale of the
Shares and will bear all of the costs relating to the registration of this
Offering (other than any fees and expenses of counsel for the Selling
Shareholders). Any commissions, discounts or other fees payable to a broker,
dealer, underwriter, agent or market maker in connection with the sale of any of
the Shares will be borne by the Selling Shareholders.
LEGAL MATTERS
Certain legal matters with respect to the Common Stock offered hereby will
be passed upon for the Company by Bryan Cave LLP, St. Louis, Missouri.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1996 and 1995, and for each of the years in the three-year period ended December
31, 1996, have been audited by Rubin, Brown, Gornstein & Co. LLP, independent
public accountants, as indicated in their report with respect thereto, and are
included in the Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996, and are incorporated herein by reference, in reliance upon
the authority of such firm as experts in accounting and auditing in giving said
reports.
The financial statements of Alacrity Systems, Inc. appearing in Applied
Cellular Technology Inc.'s Current Report on Form 8-K dated November 12, 1997
have been examined by Ernst & Young LLP, independent auditors, as set forth in
their report included therein and incorporated herein by reference in reliance
upon such reports given upon the authority of such firm as experts in accounting
and auditing.
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
See Exhibit Index.
II-1
<PAGE>
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 Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the County of St. Louis, State of Missouri, on November 17,
1997.
APPLIED CELLULAR TECHNOLOGY, INC.
By: /s/ David A Loppert
David A. Loppert, Vice President,
Treasurer andChief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Chairman of the Board of Directors,
Chief Executive Officer and
Secretary (Principal Executive
RICHARD J. SULLIVAN* Officer) November 17, 1997
- --------------------------
(Richard J. Sullivan)
GARRETT A. SULLIVAN* President and Director (Principal
-------------------------- Operating Officer) November 17, 1997
(Garrett A. Sullivan)
DAVID A. LOPPERT* Vice President, Treasurer and Chief
- -------------------------- Financial Officer (Principal
( David A. Loppert) Accounting Officer) November 17, 1997
ANGELA M. SULLIVAN Director November 17, 1997
- --------------------------
(Angela M. Sullivan)
DANIEL E. PENNI Director November 17, 1997
- --------------------------
(Daniel E. Penni.)
ARTHUR F. NOTERMAN Director November 17, 1997
- --------------------------
(Arthur F. Noterman)
* By David A Loppert
--------------------
David A. Loppert
Attorney-in-Fact
II-2
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 Amended and Restated Articles of Incorporation of the Company
5 Opinion of Bryan Cave LLP regarding the validity of the Common
Stock
23.2 Consent of Bryan Cave LLP (included in Exhibit 5.1)
23.3 Consent of Ernst & Young LLP
II-3
Exhibit 4.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
APPLIED CELLULAR TECHNOLOGY, INC.
ARTICLE ONE
The name of the Corporation is Applied Cellular Technology, Inc.
ARTICLE TWO
The address, including street and number, if any, of the Corporation's
initial registered office in this state is: 1949 East Sunshine, Suite 4-410,
mailing address, P.O. Box 10009, Springfield, Missouri 65808, and the name of
its initial agent is William E. Evans.
ARTICLE THREE
The aggregate number of shares of all classes of stock which the
Corporation shall have authority to issue is Forty Five Million (45,000,000)
shares, of which Five Million (5,000,000) shares shall be preferred stock
("Preferred Stock") having a par value of $10.00 per share and Forty Million
(40,000,000) shares shall be common stock ("Common Stock") having a par value of
$.001 per share. A statement of the preferences, qualifications, limitations,
restrictions, and the special or relative rights, including convertible rights,
in respect of the shares of each class is as follows:
A. Preferred Stock.
Subject to the requirements of the laws of the State of Missouri,
authority is hereby vested in the Board of Directors from time to time to issue
5,000,000 shares of Preferred Stock in one or more series and by resolution or
resolutions as to each series:
(a) to fix the distinctive serial designation of the shares of such series;
(b) to fix the rate per annum at which the holders of the shares of such
series shall be entitled to receive dividends, the dates on which said dividends
shall be payable, and, if the directors determine that the dividends with
respect to said series shall be cumulative, the date or dates from which such
dividends shall be cumulative;
(c) to determine whether the shares of such series shall have voting power,
and, if so, the extent and definition of such voting power;
(d) to fix the price or prices at which the shares of such series may be
redeemed, and to determine whether the shares of such series may be redeemed in
whole or in part or only as a whole;
(e) to fix the amounts payable on the shares of such series in the event of
liquidation, dissolution, or winding up of the Corporation;
(f) to determine whether or not the shares of any such series shall be made
convertible into or exchangeable for shares of any other class or classes of
stock of the Corporation or of any other series of Preferred Stock and the
conversion price or prices, or the rate or rates o exchange at which such
conversion or exchange may be made;
II-4
<PAGE>
(g) to determine the amount of the sinking fund, purchase fund, or any
analogous fund, if any, to be provided with respect to each such series; and
(h) to fix preferences and relative, participating, optional, or other
special rights, and qualifications, limitations or restrictions thereof,
applicable to each such series.
B. Common Stock.
Each share of Common Stock shall be identical with each other share of
Common Stock, except as the holders thereof shall otherwise expressly agree in
writing. Subject to the prior rights of the Preferred Stock from time to time
issued and outstanding, as hereinbefore set forth, the holders of Common Stock
shall be entitled to receive such sums as the Board of Directors may from time
to time declare as dividends thereon, or authorize as distributions thereon, out
of any sums available to be distributed as dividends and to receive any balance
remaining in case of the dissolution, liquidation or winding up of the
Corporation after satisfying the prior rights of the Preferred Stock, if any be
then outstanding. Each share of Common Stock shall have one vote for all
corporate purposes.
ARTICLE FOUR
No holder of shares of any class of stock of this corporation, either now
or hereafter authorized or issued, shall have a preemptive or preferential right
to subscribe for or purchase any shares of any class of stock of this
corporation, either now or hereafter authorized whether issued for cash,
property or services, or to subscribe for or purchase obligations, bonds, notes,
debentures, other securities or stock convertible into stock of any class of
this corporation other than such right, if any, as the Board of Directors in its
discretion may from time to time determine, and at such prices as the Board of
Directors may from time to time fix.
ARTICLE FIVE
The name and place of residence of each incorporator is as follows:
Mr. William E. Evans
3254 South Glenhaven
Springfield, MO 65804
ARTICLE SIX
The number of directors to constitute the first Board of Directors is
one (1). Thereafter, the number of directors shall be fixed by, or in the manner
provided in, the By-Laws. Any changes in the number will be reported to the
Secretary of State within thirty (30) calendar days of such change.
ARTICLE SEVEN
The duration of the Corporation is perpetual.
ARTICLE EIGHT
The Corporation is formed to engage in any lawful business permitted
under The General and Business Corporation Law of Missouri.
ARTICLE NINE
The Board of Directors is authorized to make, amend, alter and rescind
the By-Laws of the Corporation.
II-5
Exhibit 5
BRYAN CAVE LLP
ONE METROPOLITAN SQUARE
211 N. BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
FACSIMILE: (314) 259-2020
DENIS P. MCCUSKER
direct dial number
(314) 259-2455
November 17, 1997
Board of Directors
Applied Cellular Technology, Inc.
James River Professional Center
Highway 160 & CC, Suite 3
P.O. Box 2067
Nixa, Missouri 65714
Gentlemen:
We have acted as counsel for Applied Cellular Technology, Inc., a Missouri
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
The Registration Statement relates to 10,516,927 shares of the Company's common
stock, $.001 par value per share.
In connection herewith, we have examined and relied without independent
investigation as to matters of fact upon such certificates of public officials,
such statements and certificates of officers of the Company and originals or
copies certified to our satisfaction of the Registration Statement, the Articles
of Incorporation and By-laws of the Company as amended and now in effect,
proceedings of the Board of Directors of the Company and such other corporate
records, documents, certificates and instruments as we have deemed necessary or
appropriate in order to enable us to render this opinion. In rendering this
opinion, we have assumed the genuineness of all signatures on all documents
examined by us, the due authority of the parties signing such documents, the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
Based upon and subject to the foregoing, it is our opinion that the
10,516,927 shares of common stock of the Company covered by the Registration
Statement are legally issued, fully paid and non-assessable shares of Common
Stock of the Company.
We hereby consent to the reference to our name in the Registration
Statement under the caption "Legal Matters" and further consent to the filing of
this opinion as Exhibit 5 to the Registration Statement.
Very truly yours,
BRYAN CAVE LLP
II-6
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the heading "Experts" and to the
incorporation by reference in Amendment No. 1 to the Registration Statement
(Form S-3 No. 333-37713) and related Prospectus of Applied Cellular Technology,
Inc. of our report dated September 29, 1997, with respect to the financial
statements of Alacrity Systems, Inc. included in its Current Report on Form 8-K
dated November 12, 1997, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Hackensack, New Jersey
November 12, 1997
II-7
