As Filed with the Securities and Exchange Commission on May 30, 1997
Registration No. 333-25431
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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
--------------------------------------------
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
Approximate date of commencement of proposed sale to public: From time to
time after this Registration Statement becomes effective.
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AMENDING THE PROSPECTUS AND ADDING EXHIBIT 5.
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<PAGE>
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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.
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SUBJECT TO COMPLETION, DATED MAY 30, 1997
PRELIMINARY PROSPECTUS
1,918,053 SHARES
APPLIED CELLULAR TECHNOLOGY
[GRAPHIC OMITTED]
COMMON STOCK
------------------
This Prospectus relates to the proposed sale from time to time of up to
1,918,053 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 Common Stock of the Company is listed on the Nasdaq Small-Cap
Market under the symbol "ACTC." On May 27, 1997, the last reported sale price of
the Common Stock on the Nasdaq Small-Cap Market was $3.375 per share. See "Price
Range of Common Stock."
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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 ____________, 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 can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices located at Seven
World Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The Commission
maintains an Internet Web site (http://www.sec.gov.) that contains such
documents filed electronically by the Company with the Commission by its
Electronic Data Analysis and Retrieval System. Copies of such materials can also
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. 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 Current Report on Form 8-K filed on February 3, 1997;
(4) the Company's Current Report on Form 8-K filed on February 19,
1997;
(5) the Company's Current Report on Form 8-K filed on April 2, 1997;
(6) the Company's Current Report on Form 8-K filed on April 11, 1997;
and
(7) the Company's Current Report on Form 8-K filed on April 15, 1997.
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
2
<PAGE>
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.
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 May 27, 1997, the Company has 7,616,469 shares of Common Stock
outstanding, including 3,347,155 shares of Common Stock subject to certain
restrictions on transfer. Since January 1, 1996, the Company has issued an
aggregate of 3,914,060 shares of Common Stock and warrants to purchase an
aggregate of an additional 1,000,000 shares of Common Stock, in connection with
acquisitions of other businesses. Management of the Company anticipates that the
Company will continue to effect acquisitions 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 March 31, 1997, the total assets of the Company
were approximately $40 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 three month period ended March
31, 1997 were approximately $18 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 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.
4
<PAGE>
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
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. Holders of
outstanding preferred stock of the Company have a priority as to payment of
cumulative dividends at the rate of $72,000 per year, and the Board of Directors
has the right to authorize the issuance of additional classes of preferred stock
in the future with additional 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 Section
27A of the Securities Act and Section 21E of the Securities Exchange Act of
1934, 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 or 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 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.
* 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.
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 1996, net operating revenues
were $19.76 million, of which almost $14 million was from the Company's retail
segment. Since January 1, 1997, the Company has completed four additional
acquisitions, of companies whose aggregate net revenues for 1996 were
approximately $28.4 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 beneficial
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. All of the Shares offered hereby were issued by the Company in
connection with its acquisition of other companies or as payment for services
rendered to the Company, except as listed below.
<TABLE>
<CAPTION>
Ownership Number of Shares Ownership
Prior to the Offering Offered Hereby After the Offering
------------------------------------- ----------------- --------------- ---------------
Name and Address Shares Percentage Shares Percentage
- ----------------------------------- ------------------ ----------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Scott Axon ........................ 25,243 * 7,500(1) 17,743 *
Larry Axon ........................ 15,000 * 7,500(1) 7,500 *
Baraban Securities ................ 5,665 * 2,919(2) 2,746 *
H. Sherman Burling ................ 36,422(3) * 36,422 0 --
Edward L. Cummings ................ 9,368(2) * 9,368 0 --
Ralph E. Davies ................... 14,328(4) * 14,328 0 --
Equity Tech LLC ................... 20,000(5) * 20,000 0 --
Great Bay Technology, Inc. ........ 505,127 6.63% 100,000(2) 405,127 5.32%
Barry S. Hanburger ................ 9,367(2) * 9,367 0 --
William A. Husa ................... 3,140 * 3,140 0 --
Mary C. & George H. Walker and
John J. Goebel, Trustees of the
George Herbert Walker Foundation
U/A dated 10/19/58 .............. 12,250(6) * 12,250 0 --
James Farmsworth .................. 3,200(6) * 3,200 0 --
Morgan Trust U/A dated 1/4/88
Tom Morgan Trustee .............. 3,750(6) * 3,750 0 --
Conrad Von Bibra-Channel .......... 7,000(6) * 7,000 0 --
Citizen Auto Stage Company ........ 15,000(6) * 15,000 0 --
HOW & CO f/b/o Monsanto
Master Trust .................... 108,800(6) 1.43% 108,800 0 --
Maple Business Consultants ........ 42,671 * 30,545(7) 12,126 *
John Martin ....................... 5,000(8) * 5,000 0 --
J. Alexander Securities ........... 2,000(2) * 2,000 0 --
North American Corporate
Consultants ..................... 10,000 * 5,000(2) 5,000 *
Reovest ........................... 1,020 * 510(2) 510 *
Marc Sherman ...................... 107,190(9) 1.41% 107,190 0 --
Garrett A. Sullivan ............... 220,000(10) 2.89% 100,000 120,000 1.58%
Mario Bucca ....................... 41,213(11) * 41,213 0 --
Blas H. Morilla ................... 41,213(11) * 41,213 0 --
Oscar A. Morilla .................. 41,213(11) * 41,213 0 --
Louis R. Notte .................... 41,213(11) * 41,213 0 --
Anthony R. Palumbo ................ 41,213(11) * 41,213 0 --
Emerson Crooks .................... 41,213(11) * 41,213 0 --
Ronald M. Kaplan .................. 113,792(12) 1.49% 113,792 0 --
Frank Giacona ..................... 45,445(12) * 45,445 0 --
Alan Kaplan ....................... 90,986(12) 1.19% 90,986 0 --
Edelson Technology Partners ....... 139,073(12) 1.83% 139,073 0 --
Stanley O. Hopper ................. 170,149(13) 2.23% 170,149 0 --
Stephen M. Hopper ................. 8,955(13) * 8,955 0 --
Donna W. Pizarro .................. 190,833(14) 2.51% 190,833 0 --
Michael A. Erickson ............... 268,836(15) 3.53% 268,836 0 --
Joel L. Owens ..................... 31,917(15) * 31,917 0 --
- ---------------
<FN>
* Represents ownership of less than one percent
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<PAGE>
(1) Represents shares of Common Stock received in consideration for the
cancellation of a royalty agreement with the Company pursuant to which the
Axons were to receive 2% of the revenue of the Company's Software
Development and Services Division for a period of ten years. The Axons were
the original owners of Axcom Computer Consultants, a predecessor of the
Company.
(2) Represents shares of Common Stock received in consideration for services
rendered to the Company.
(3) Represents shares of Common Stock received in connection with the purchase
by Burling Instruments, Inc., a subsidiary of the Company, of its office
and manufacturing facilities.
(4) Represents shares of Common Stock received for acting as a broker in the
Company's acquisition of Hopper Manufacturing Co., Inc. See footnote 13
below.
(5) Represents shares of Common Stock received pursuant to the acquisition by
Tech-Tools, Inc., a subsidiary of the Company, of DataBoss software in
August 1995.
(6) Represents shares of Common Stock received in consideration for $600,000 of
working capital provided by Kennedy Capital Management, Inc., an affiliate
of such Selling Shareholder, to the Company in December 1996 and January
and February 1997.
(7) Represents shares of Common Stock received for acting as a broker in the
Company's acquisition of MVAK Technologies, Inc. See footnote 12 below.
(8) Represents shares of Common stock issued as a bonus on January 11, 1996.
Mr. Martin is an employee of the Company.
(9) Represents shares of Common Stock received by Mr. Sherman in connection
with the Amendment to Agreement of Sale, dated as of November 13, 1996,
among the Company, Mr. Sherman and Universal Commodities Corp. ("UCC"). Mr.
Sherman is President of UCC, which is a subsidiary of the Company. 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 April 17, 1997.
(10) Represents 20,000 shares of Common Stock, "H" warrants to purchase 100,000
shares of Common Stock and "I" warrants to purchase 100,000 shares of
Common Stock. The 100,000 shares of Common Stock being offered hereunder by
Mr. Sullivan represent the shares of Common Stock underlying the "H"
warrants. Prior to this Offering, Mr. Sullivan owned 28.57% of the
outstanding "H" warrants. Mr. Sullivan is the President and a director of
the Company.
(11) Represents shares of Common Stock received pursuant to the Company's
acquisition of an 80% interest in US Electrical Products Corp., effective
as of December 1, 1996.
(12) Represents shares of Common Stock received pursuant to the Company's
acquisition of MVAK Technologies, Inc. effective as of February 1, 1997.
(13) Represents shares of Common Stock received pursuant to the Company's
acquisition of Hopper Manufacturing Co., Inc. effective as of January 1,
1997.
(14) Represents shares of Common Stock received pursuant to the acquisition by
UCC of an 80% interest in Pizarro Re- Marketing, Inc. effective as of
January 1, 1997.
(15) Represents shares of Common Stock received pursuant to the acquisition by
UCC of an 80% interest in Norcom Resources, Inc. effective as of January 1,
1997.
</TABLE>
8
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The Company's Certificate of Incorporation authorizes the issuance of
up to 20,000,000 shares of Common Stock, and up to 1,000,000 shares of preferred
stock (the "Preferred Stock"). The Preferred Stock may be issued from time to
time and pursuant to such terms as are specified by the Company's Board of
Directors.
As of May 27, 1997, there were 7,616,469 shares of Common Stock and
109,000 shares of Preferred Stock outstanding, par value $10 per share,
redemption value $100 per share.
As of May 27, 1997, (i) there were outstanding warrants to purchase
2,455,000 shares of Common Stock at a weighted average exercise price of $5.37
per share, and (ii) options held by employees of the Company to purchase
2,395,200 shares of Common Stock at a weighted average exercise price of $4.40
per share. All of the warrants are currently exercisable. Of the outstanding
options, 630,000 are now exercisable and the rest become exercisable at various
times over the next three years.
PRICE RANGE OF COMMON STOCK
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.
1995 HIGH LOW
--------------------------------------- ----- -----
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 (through May 27, 1997).. 4 3/8 2 7/8
On May 27, 1997, the last reported sale price of the Common Stock on
the Nasdaq Small-Cap Market was $3.375. As of April 30, 1997, there were
approximately 986 shareholders of record of the Common Stock.
9
<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.
INDEPENDENT AUDITORS
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.
10
<PAGE>
PART II
ITEM 16. EXHIBITS.
See Exhibit Index.
11
<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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of St. Louis, State of Missouri, on May 29, 1997.
APPLIED CELLULAR TECHNOLOGY, INC.
By: David A. Loppert
-------------------------------------
David A. Loppert, Vice President,
Treasurer and Chief Financial 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.
NAME TITLE DATE
- -------------------- -------------------------------------------- ------------
Richard J. Sullivan* Chairman of the Board of Directors, May 29, 1997
- -------------------- Chief Executive Officer and Secretary
Richard J. Sullivan (Principal Executive Officer)
Garrett A. Sullivan* President and Director May 29, 1997
- -------------------- (Chief Operating Officer)
Garrett A. Sullivan
David A. Loppert* Vice President, Treasurer and Chief May 29, 1997
- -------------------- Financial Officer
David A. Loppert (Principal Financial and Accounting Officer)
Angela M. Sullivan Director May 29, 1997
- --------------------
Angela M. Sullivan
Daniel E. Penni* Director May 29, 1997
- --------------------
Daniel E. Penni
Arthur F. Noterman* Director May 29, 1997
- --------------------
Arthur F. Noterman
* By: /s/ David A. Loppert
--------------------
David A. Loppert
Attorney-in-Fact
12
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
- -------------- ----------------------------------------------------------------
4.1(a) Articles of Incorporation of the Company (incorporated herein by
reference to Exhibit 3 to the Company Registration Statement on
Form S-1 (File No. 33-79678) filed with the Commission on June
3, 1994 (the "IPO Form S-1"))*
4.1(b) Amendment of Articles of Incorporation of the Company dated as
of August 2, 1996*
4.2 Bylaws of the Company (incorporated herein by reference to
Exhibit 3 to the IPO Form S-1)*
5 Opinion of Bryan Cave LLP regarding the validity of the Common
Stock
23.1 Consent of Rubin, Brown, Gornstein & Co. LLP*
23.2 Consent of Bryan Cave LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included in Signature Page)*
- ---------------
* Previously filed
13
EXHIBIT 5
BRYAN CAVE LLP
ONE METROPOLITAN SQUARE
211 NORTH BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
FACSIMILE: (314) 259-2020
DENIS P. MCCUSKER INTERNET ADDRESS
[email protected]
DIRECT DIAL NUMBER
(314) 259-2455
May 29, 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 are acting 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 1,918,053 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
1,918,053 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
BRYAN CAVE LLP
