Registration No. 333-51067
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pre-Effective 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 43-1641533
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 Royal Palm Way, Suite 410
Palm Beach, Florida 33480
(561) 366-4800
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Garrett A. Sullivan
400 Royal Palm Way, Suite 410
Palm Beach, Florida 33480
(561) 366-4800
(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
CALCULATION OF ADDITIONAL REGISTRATION FEE
<TABLE>
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<CAPTION>
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered (1) offering price peraggregate offering registration fee
unit(2) price(2) (3)
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par
value per share 5,181,995 shares $3.6875 $19,467,572 $5,743
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) In the original filing, 2,871,722 shares were registered. By this
amendment, the registrant is adding 2,310,273 shares to the registration,
for an aggregate of 5,181,995 shares.
(2) Pursuant to Rule 457(b), the proposed offering price and registration fee
has been calculated on the basis of the average of the high and low trading
prices for the Common Stock on April 21, 1998, (in respect of the initial
filing) as reported on the Nasdaq Small-Cap Market and June 5, 1998 (in
respect of the shares added by this amendment) as reported on the Nasdaq
National Market.
(3) An initial registration fee of $3,230 was paid at the time of the original
registration, and an additional $2,513 has been paid with respect to the
2,310,273 shares being added by this amendment, calculated as indicated in
Note 2 above.
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.
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<PAGE>
SUBJECT TO COMPLETION, DATED JUNE 10, 1998
PRELIMINARY PROSPECTUS
[GRAPHIC OMITTED]
5,181,995 Shares
APPLIED CELLULAR TECHNOLOGY
Common Stock
This Prospectus relates to the proposed sale from time to time of up to
5,181,995 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 National
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 may also pledge certain of the
Shares from time to time, and this Prospectus also relates to any sale of Shares
that might take place following any foreclosure of such a pledge. 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,
including services under employment agreements and employee bonuses, or (c) on
the 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 National Market
under the symbol "ACTC." On June 5, 1998, the last reported sale price of the
Common Stock on the Nasdaq National Market was $3.6875 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 ____________, 1998.
<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 National 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-K for the fiscal year ended
December 31, 1997 (filed with the Commission on March 30, 1998).
2. the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998 (filed with the Commission on May 14, 1998); and
3. 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.
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<PAGE>
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., 1866 North Deffer
Drive, 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
Incorporation Of Certain Documents By Reference..2
Risk Factors.....................................4
The Company......................................6
Selling Shareholders.............................7
Information Concerning Capital Stock............11
Plan Of Distribution............................12
Legal Matters...................................12
Experts.........................................12
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<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 three 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 June 5, 1998, the Company had 28,344,116 shares of Common Stock
outstanding. The Shares to which this Prospectus relates consist of 5,181,995
outstanding shares of Common Stock subject to certain restrictions on transfer.
Since January 1, 1998, the Company has issued an aggregate of 7,686,845 shares
of common stock, of which 6,562,314 shares were issued in acquisitions, 850,000
shares were issued upon the exercise of warrants, 100,000 shares were sold to an
officer of the Company, and 174,531 shares were issued for services rendered,
including services under employment agreements and employee bonuses.
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 March 31, 1998, the total assets of the Company were
approximately $73.1 million. As of December 31, 1997, the total assets of the
Company were approximately $61.3 million, compared to approximately $33.2
million at December 31, 1996 and approximately $4.1 million at the end of 1995.
Net operating revenues for the year ended December 31, 1997 were approximately
$103.2 million compared to approximately $19.9 million in 1996 and $2.3 million
in 1995. 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
-4-
<PAGE>
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 National 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. During the 12 months
preceding the date of this Prospectus, the price per share of the Common Stock
has ranged from a high of $9-3/4 to a low of $2-5/8.
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 builder of infrastructure services and solutions for the
communications industry. During the first quarter of 1998, the Company
reorganized its business into four groups:
ACT Communications Group
This group consists of companies that provide products and services
including telephone systems, computer telephony, interactive voice response
systems, flat rate extended area calling services, long distance and local
telephone services, digital satellite services, networking services and the
construction of Microwave, cellular and digital towers.
ACT Software and Services Group
This group consists of companies that develop and market software products
and services for wireless-enabled applications, data acquisition, decision
support, point of sale and multi-function peripheral devices.
ACT Computer Group
This group consists of companies that provide leasing, re-marketing,
components, peripherals, parts-on-demand, consulting and business continuity
services for mainframe, midrange and PC systems for industrial, commercial and
retail organizations.
ACT Specialty Manufacturing Group
This group consists of companies that manufacture analog and digital
industrial temperature controls, analog and digital electrical products, factory
automation controls, environmental systems and satellite controllers, modems and
positioning systems for data broadcasting.
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 $2.3 million. For 1996, net operating revenues were
$19.9 million, of which almost $14 million was from the Company's then services
and solutions segment. In 1997, the Company completed 14 additional
acquisitions, of companies whose aggregate net revenues for 1997 were $62.4
million, or 60.5% of the Company's total revenues of $103.2 million in 1997.
Since January 1, 1998, the Company has completed five additional acquisitions of
companies whose aggregate net revenues for 1997 were $54.0 million.
The principal office of the Company is located at 400 Royal Palm Way, Suite
410, Palm Beach, Florida, 33480. 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 a Group Vice President and ultimately to the
Company's 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,
including services under employment agreements and employee bonuses, or (c) on
the 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
Ownership Prior to The Number of Shares The Offering if
Selling Shareholder Offering Offered Hereby all Shares are Sold
- ------------------------------------------ ------------------------- ---------------------- --------------------
Shares % Shares %
<S> <C> <C> <C> <C> <C> <C>
Sherri Sheerr 195,284 * 36,933 (1) 158,351 *
Harvey H. Newman 256,872 * 21,325 (2) 235,547 *
Martin D. Zuckerman 246,797 * 20,488 (2) 226,309 *
Edward L. Cummings 49,200 * 21,221 (3) 27,979 *
Marc Sherman 478,918 1.69% 184,117 (4) 294,801 1.04%
Charles Newman 10,453 * 5,453 (5) 5,000 *
Barry S. Hanburger 5,000 * 5,000 (6) 0 --
Michael Stalteri, Jr. 500 * 500 (6) 0 --
Edelson Technology Partners II, LP 948,274 3.35% 623,223 (7) 325,051 1.15%
James Folts 2,597 * 2,597 (8) 0 --
Mark Crowley 9,284 * 3,103 (8) 6,181 *
Mark Gilles 1,297 * 434 (8) 863 *
David Hagedorn 648 * 216 (8) 432 *
Todd S. Larchuk 1,038 * 347 (8) 691 *
Vincent Ravo 9,284 * 3,103 (8) 6,181 *
Matthew Runo 778 * 260 (8) 518 *
4C Ventures 122,400 * 40,910 (8) 81,490 *
RH Investment Group No. 1 8,356 * 2,793 (8) 5,563 *
Michael Epstein 23,311 * 7,791 (8) 15,520 *
Roger W. Miller 24,325 * 7,630 (8) 16,695 *
Ian G. Miller Trust 1,465 * 489 (8) 976 *
Helen E. Miller Trust 371 * 124 (8) 247 *
Lee Katherine Miller Trust 371 * 124 (8) 247 *
Charles W. Miller Trust 371 * 124 (8) 247 *
Nicholas J. Miller Trust 371 * 124 (8) 247 *
Ludwig Kapp 65,156 * 21,777 (8) 43,379 *
Gordon B. Pattee 5,900 * 1,970 (8) 3,930 *
Anne L. Pattee 5,903 * 1,975 (8) 3,928 *
Dorothy E. Pattee 23,607 * 7,890 (8) 15,717 *
-7-
<PAGE>
Douglas Kemmerer 519 * 174 (8) 345 *
Bonnie Jennings 4 * 1 (8) 3 *
Scott Cusins 65 * 22 (8) 43 *
Tara Mezzanotte 5 * 2 (8) 3 *
Tracy Mocha 195 * 65 (8) 130 *
Ron Williamson 13 * 4 (8) 9 *
John F. Reap 26,316 * 13,140 (8) 13,176 *
Edward Feldman 30,569 * 10,217 (8) 20,352 *
Elizabeth B. & Dean C. Lennox, Joint
Tenants 30,484 * 10,188 (8) 20,296 *
George S. & Carol C. Anton, Joint Tenants
10,867 * 3,632 (8) 7,235 *
Suzann E. & Michael S. Nielsen, Joint
Tenants 2,440 * 816 (8) 1,624 *
Brian J. & Jeanne K. Daly, Joint Tenants
12,697 * 4,243 (8) 8,454 *
William H. McEvoy 566 * 189 (8) 377 *
Robert W. Long 674 * 225 (8) 449 *
Scott Bartolett 6,209 * 2,075 (8) 4,134 *
Jo Ann & Anthony J. Nicoletti, Joint
Tenants 26 * 9 (8) 17 *
Claire L. & Thomas A. Frew, Joint Tenants
13 * 4 (8) 9 *
Debora Adams 401 * 134 (8) 267 *
Alice Christensen 389 * 130 (8) 259 *
Karen L. Murphy 401 * 134 (8) 267 *
David Schafer 401 * 134 (8) 267 *
Kevin M. Stewart 316 * 106 (8) 210 *
Donald P. Proefrock 38 * 13 (8) 25 *
Albert V. & Diane J. Narusberg, Joint
Tenants 38 * 13 (8) 25 *
Michael S. Andison 56,248 * 56,248 (9) 0 --
James G. Knight 56,248 * 56,248 (9) 0 --
Georges H. Roy 56,248 * 56,248 (9) 0 --
M.L. Carole Boisvert 517 * 517 (9) 0 --
Johna L. Giraldi 517 * 517 (9) 0 --
J. Daniel Grondin 517 * 517 (9) 0 --
Edward Lorinz 388 * 388 (9) 0 --
Ronald M. Kaplan 61,867 * 43,663 (10) 18,204 *
Sanne Trust Company Limited as Trustee of
the Smith Trust 663,656 2.34% 657,598 (11) 6,058 *
Melvin Barmat 2,619 * 2,619 (11) 0 --
Stephen Kinglsey Barton 3,060 * 3,060 (11) 0 --
Lawrence Jan Martin Smith 15,863 * 9,777 (11) 6,086 *
Susan Mary Smith 15,863 * 9,777 (11) 6,086 *
MTI Nominees, Ltd. 333,623 1.18% 172,918 (11) 160,705 *
Geoffrey John Walker 77,291 * 40,060 (11) 37,231 *
Peter Martin Terrell 12,576 * 6,518 (11) 6,058 *
Robert Bernard Michaelson 24,774 * 12,840 (11) 11,934 *
D. J. Davis 2,386 * 2,386 (12) 0 --
R. Kevin O'Keefe 10,740 * 10,740 (12) 0 --
Andrew Hidalgo 1,000 * 1,000 (13) 0 --
Larry Wasielewski 41,000 * 10,000 (14) 31,000 *
-8-
<PAGE>
Gary A. Gray 30,900 * 10,000 (15) 20,900 *
Hayden, Buczek & Associates 23,500 * 15,500 (16) 8,000 *
Merra, Kanakis, Creme & Mellor, PC.
2,955 * 2,015 (16) 940 *
Dana Barbera 1,663 * 1,663 (16) 0 --
Markus W. Pope 1,263 * 1,263 (16) 0 --
Andrew B. Werderman 376 * 376 (16) 0 --
Roger Nation 1,000 * 1,000 (16) 0 --
John Beasley 4,462 * 4,462 (16)
Ralph E. Davies 71,432 * 15,152 (17) 56,280 *
William A. Husa 15,152 * 15,152 (17) 0 --
Michael A. Erickson 229,017 * 76,281 (18) 152,736 *
Joel L. Owens 7,467 * 7,467 (19) 0 --
James A. Fath 667 * 667 (20) 0 --
Robert A. Buchanan 222 * 222 (20) 0 --
Jamie P. Owens 667 * 667 (20) 0 --
Jeanne M. Lechner 667 * 667 (20) 0 --
Donna W. Pizarro 168,556 * 42,723 (21) 125,833 *
John K. Murray 485,651 1.71% 100,000 (22) 385,651 1.36%
Anat Ebenstein 22,075 * 22,075 (23) 0 --
Sidney Karp 22,075 * 22,075 (23) 0 --
Capital Alliance Corporation 127,770 * 22,075 (24) 105,695 *
David C. Gerber 845,364 3.98% 845,364 (24) 0 --
Toby J. Quesinberry 339,427 1.20% 339,427 (24) 0 --
Albert F.. Butters, Jr. 230,554 * 230,554 (24) 0 --
James R. Millerberg 143,456 * 143,456 (24) 0 --
William A. Forkner 37,857 * 37,857 (25) 0 --
Erich Nigl 25,000 * 25,000 (26) 0 --
Carl C. Saracino 10,000 * 10,000 (26) 0 --
Paul Pappas 193,939 * 193,939 (27) 0 --
Maple Business Consultants, Inc. 9,697 * 9,697 (28) 0 --
Great Bay Technology, Inc. 970,127 3.42% 600,000 (29) 370,127 1.31%
The Bay Group 294,614 1.04% 101,349 (30) 193,265 *
I. W. Miller & Co., Inc. 50,000 * 50,000 (31) 0 --
Scott Kelley 12,500 * 12,500 (31) 0 --
============ ============ ============
Total 8,438,850 5,181,995 3,256,855
============ ============ ============
</TABLE>
- ---------------------------------------------
* Represents ownership of less than one percent.
(1) Includes (a) 14,335 shares of Common Stock received pursuant to the "price
protection" provision in the Agreement, of Sale in connection with the
acquisition by Universal Commodities Corp., a subsidiary of the Company, of
an 80% interest in Cybertech Station, Inc.; and (b) 22,598 shares of Common
Stock received pursuant to the "earnout" provision in the Agreement of Sale
among the Company, the Selling Shareholder and Cybertech Station, Inc.
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<PAGE>
(2) Represents shares of Common Stock received pursuant to the "price
protection" provision in the Agreement of Sale in connection with the
acquisition by Universal Commodities Corp., a subsidiary of the Company, of
an 80% interest in PPL, Ltd.
(3) Includes (a) 1,221 additional shares of Common Stock received as a finder's
fee pursuant to the "price protection" provisions in the Agreements of Sale
in connection with the acquisition by Universal Commodities Corp., a
subsidiary of the Company, of 80% interests in Cybertech Station, Inc. and
PPL, Ltd., and (b) 20,000 shares received as a bonus.
(4) Includes (a) 152,896 shares received pursuant to the deferred "earnout"
provision in the Agreement of Sale in connection with the Company's
acquisition of an 80% interest in Universal Commodities Corp. in 1996, (b)
1,221 additional shares of Common Stock received as a finder's fee pursuant
to the "price protection" provisions in the Agreements of Sale in
connection with the acquisition by Universal Commodities Corp., a
subsidiary of the Company, of 80% interests in Cybertech Station, Inc. and
PPL, Ltd., and (c) 30,000 shares received as a bonus. Mr. Sherman is
President of Universal Commodities Corp.
(5) Includes (a) 453 additional shares of Common Stock received as a finder's
fee pursuant to the "price protection" provisions in the Agreement of Sale
in connection with the acquisition by Universal Commodities Corp., a
subsidiary of the Company, of an 80% interest in PPL, Ltd., and (b) 5,000
shares received as a bonus.
(6) Represents shares of common stock received as a bonus.
(7) Includes (a) 163,179 shares of Common Stock received pursuant to the "price
protection" provision in the Agreement of Sale in connection with the
Company's acquisition of a 100% interest in Alacrity Systems, Inc., and (b)
460,044 shares of Common Stock received pursuant to the Company's
acquisition of an 88.82% interest in Canadian Network Services, Inc.,
effective as of October 1, 1997.
(8) Represents additional shares of Common Stock received pursuant to the
"price protection" provision in the Agreement of Sale in connection with
the Company's acquisition of a 100% interest in Alacrity Systems, Inc.
(9) Represents shares of Common Stock received pursuant to the Company's
acquisition of the remaining 11.18% interest in Canadian Network Services,
Inc., effective as of January 1, 1998.
(10) Represents (a) 9,138 additional shares of Common Stock received as a
finder's fee pursuant to the "price protection" provisions in the Agreement
of Sale in connection with the Company's acquisition of a 100% interest in
Alacrity Systems, Inc., and (b) 34,525 shares of Common Stock received as a
finder's fee pursuant to the Company's acquisition of a 100% interest in
Canadian Network Services, Inc.
(11) Represents additional shares of Common Stock received pursuant to the
"earnout" provision in the Agreement of Sale among the Company, the Selling
Shareholders and Signal Processors Limited.
(12) Represents additional shares of Common Stock received as a finder's fee
pursuant to the "earnout" provision in the Agreement of Sale among the
Company, the Selling Shareholders and Signal Processors Limited.
(13) Represents shares of Common Stock received pursuant to Mr. Hidalgo's
employment agreement with the Company's subsidiary, Alacrity Systems, Inc.
(14) Represents shares of Common Stock received pursuant to Mr. Wasielewski's
employment agreement with the Company's subsidiary, ACT Automotive Group,
Inc.
(15) Represent shares of Common Stock received as additional compensation in
connection with Mr. Gray's appointment as president of the Company's
subsidiary, Atlantic Systems, Inc.
(16) Represents shares of Common Stock received for services rendered.
(17) Represents shares of Common Stock received as a finder's fee in connection
with the Company's acquisition of a 100% interest in C.T. Specialists, Inc.
in 1997.
(18) Includes (a) 67,200 additional shares of Common Stock received pursuant to
the "earnout" provision in the Agreement of Sale among the Company, the
Selling Shareholders and Norcom Resources, Inc., and (b) 9,081 shares
received pursuant to the bonus provision in Mr. Erickson's employment
agreement, after allocating 2,223 of such shares to employees of Norcom
Resources, Inc.
(19) Represents shares of Common Stock received pursuant to the "earnout"
provision in the Agreement of Sale among the Company, the Selling
Shareholders and Norcom Resources, Inc., Inc.
(20) Represents shares of Common Stock received from Michael Erickson as a bonus
- see Note 17 above. (21) Represents shares of Common Stock received
pursuant to the "earnout" provision in the Agreement of Sale among the
Company, the Selling Shareholder and Pizarro Re-Marketing, Inc.
(22) Represents 100,000 shares out of a total of 485,651 shares of Common Stock
received pursuant to the Company's acquisition of 100% of the outstanding
common stock of Information Products Center, Inc., effective as of January
1, 1998.
(23) Represents shares of Common Stock received pursuant to the Company's
acquisition of 100% of the outstanding common stock of Information Products
Center, Inc., effective as of January 1, 1998.
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<PAGE>
(24) Represents shares of Common Stock received pursuant to the Company's
acquisition of 100% of the outstanding common stock of The Fromehill
Company effective as of January 1, 1998.
(25) Represents shares of Common Stock received as a find er's fee pursuant to
the Company's acquisition of 100% of the outstanding common stock of The
Fromehill Company, effective as of January 1, 1998.
(26) Represents shares of Common Stock received pursuant to the acquisition by
Universal Commodities Corp., a subsidiary of the Company, of 80% of the
outstanding common stock of Service Transport Company, effective as of
April 1, 1998.
(27) Represents shares of Common Stock received pursuant to the acquisition by
Universal Commodities Corp., a subsidiary of the Company, of 80% of the
outstanding common stock of Blue Star Electronics, Inc., effective as of
April 1, 1998.
(28) Represents shares of Common Stock received as a finder's fee pursuant to
the acquisition by Universal Commodities Corp., a subsidiary of the
Company, of 80% of the outstanding common stock of Blue Star Electronics,
Inc., effective as of April 1, 1998.
(29) Represents shares of Common Stock underlying Class S warrants issued to
Great Bay Technology, Inc. ("Great Bay") at an exercise price of $2.00 per
share in consideration for Great Bay having exercised its N warrants at an
exercise price of $2.00 per share. Great Bay is controlled by Richard J.
Sullivan, Chairman and Chief Executive Officer of the Company.
(30) Represents shares of Common Stock issued to The Bay Group in connection
with investment banking services in regard to the Company's acquisition of
CT Specialists, Inc., Canadian Network Services, Inc., Information Products
Center, Inc. and The Fromehill Company. The Bay Group is controlled by
Richard J. Sullivan, Chairman and Chief Executive Officer of the Company.
(31) Represents shares of Common Stock issueable under the terms of an Agreement
for Mergers and Acquisition Services to be provided by the I.W. Miller
Company to the Company during 1998. Additionally, 62,500 shares of Common
Stock will be issued in December 1998 under the terms of the agreement.
INFORMATION CONCERNING CAPITAL STOCK
The Company's Amended and Restated Articles 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 June 5, 1998, there were outstanding 28,344,116 shares of Common
Stock and 7,000 shares of Preferred Stock, par value $10 per share, redemption
value $100 per share.
As of June 5, 1998, (i) there were outstanding warrants to purchase
1,836,500 shares of Common Stock at a weighted average exercise price of $2.92
per share, and (ii) options held by employees of the Company to purchase
4,667,100 shares of Common Stock at a weighted average exercise price of $3.45
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 per share, and the rest become exercisable at various times over the next
three years.
The Company's Common Stock trades on the Nasdaq National 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 National Market for each of the
quarters since the beginning of 1996.
High Low
---- ---
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 ....... 9-3/4 3-15/16
1998
First Quarter ........ 5-1/2 4-1/32
Second Quarter
(through June 5, 1998) 4-7/8 3-13/32
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On June 5, 1998, the last reported sale price of the Common Stock on the
Nasdaq National Market was $3.6875. As of June 1, 1998, there were approximately
1,140 shareholders of record of the Common Stock and approximately 4,950
beneficial shareholders.
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 National
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 may also pledge certain of
the Shares from time to time, and this Prospectus also relates to any sale of
Shares that might take place following any foreclosure of such a pledge. 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,
1997 and 1996, and for each of the years in the three-year period ended December
31, 1997, 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-K for the fiscal year ended
December 31, 1997, and are incorporated herein by reference, in reliance upon
the authority of such firm as experts in accounting and auditing in giving said
reports.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses (other than underwriting
discounts and commissions), which other than the SEC registration fee are
estimates, payable by the Company in connection with the sale and distribution
of the shares registered hereby**:
SEC Registration Fee ....................... $ 5,743
Accounting Fees and Expenses................ 2,500 *
Legal Fees and Expenses..................... 10,000 *
Miscellaneous Expenses...................... 4,270 *
-----------
Total .......................... $ 22,513 *
===========
- -------------
* Estimated
** The Selling Shareholders will pay any sales commissions or underwriting
discount and fees incurred in connection with the sale of shares registered
hereunder.
Item 15. Indemnification of Directors and Officers.
Sections 351.355(1) and (2) of The General and Business Corporation Law of
the State of Missouri provide that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful, except that, in the case of an action or suit by or in the right
of the corporation, the corporation may not indemnify such persons against
judgments and fines and no person shall be indemnified as to any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the corporation,
unless and only to the extent that the court in which the action or suit was
brought determines upon application that such person is fairly and reasonably
entitled to indemnity for proper expenses. Section 351.355(3) provides that, to
the extent that a director, officer, employee or agent of the corporation has
been successful in the defense of any such action, suit or proceeding or any
claim, issue or matter therein, he shall be indemnified against expenses,
including attorneys' fees, actually and reasonably incurred in connection with
such action, suit or proceeding. Section 351.355(7) provides that a corporation
may provide additional indemnification to any person indemnifiable under
subsection (1) or (2), provided such additional indemnification is authorized by
the corporation's articles of incorporation or an amendment thereto or by a
shareholder-approved bylaw or agreement, and provided further that no person
shall thereby be indemnified against conduct which was finally adjudged to have
been knowingly fraudulent, deliberately dishonest or willful misconduct or which
involved an accounting for profits pursuant to Section 16(b) of the Securities
Exchange Act of 1934.
The bylaws of the Company provide that the Company shall indemnify, to the
full extent permitted under Missouri law, any director, officer, employee or
agent of the Company who has served as a director, officer, employee or agent of
the Company or, at the Company's request, has served as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to such provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is therefore unenforceable.
II-1
<PAGE>
Item 16. Exhibits.
See Exhibit Index.
Item 17. Undertakings.
(a) The undersigned small business issuer hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most
recent post-effective amendment hereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in this Registration Statement;
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the small business issuer of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the small business issuer
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-2
<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 Palm Beach, State of Florida, on June 10, 1998.
APPLIED CELLULAR TECHNOLOGY, INC.
By: /S/ DAVID A. LOPPERT
David A. Loppert, Vice President, Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
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
/S/ RICHARD J. SULLIVAN Officer) June 10, 1998
- -------------------------
(Richard J. Sullivan)
President and Director (Principal
Operating Officer) June 10, 1998
/S/ GARRETT A. SULLIVAN
- -------------------------
(Garrett A. Sullivan)
Vice President, Treasurer and Chief
Financial Officer (Principal
Accounting Officer) June 10, 1998
/S/ DAVID A. LOPPERT
- -------------------------
(David A. Loppert)
Director June 10, 1998
/S/ ANGELA M. SULLIVAN
- -------------------------
(Angela M. Sullivan)
Director June 10, 1998
/S/ DANIEL E. PENNI
- -------------------------
(Daniel E. Penni.)
Director June 10, 1998
ARTHUR F. NOTERMAN*
- -------------------------
(Arthur F. Noterman)
* By: /S/ DAVID A. LOPPERT
----------------------------
David A. Loppert
Attorney-in-Fact
II-3
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 Amended and Restated Articles of Incorporation of the Company (incorporated
herein by reference to Exhibit 4.1 to the Company's Registration Statement
on Form S-3 (File No. 333-37713) filed with the Commission on November 19,
1997)
4.2 Amended and Restated Bylaws of the Company dated March 31, 1998 *
5.1 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)
- ------------
* Previously filed
II-4
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
June 10, 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 5,181,995 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 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
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in Amendment No. 1 to
the Registration Statement (Form S-3 No. 333-51067) of Applied Cellular
Technology, Inc. of our report, dated February 24, 1998, on Applied Cellular
Technology, Inc. and Subsidiaries, included in Applied Cellular Technology,
Inc.'s Form 10-K for the year ended December 31, 1997, and to the reference to
us under the heading "Experts" in the Prospectus which is a part of this
Registration Statement.
RUBIN, BROWN, GORNSTEIN & CO. LLP
St. Louis, Missouri
June 10, 1998
