As Filed with the Securities and Exchange Commission on February 25, 1998
Registration No. 333-45139
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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.
Amending the Prospectus and adding Exhibits.
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>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED FEBRUARY 25, 1998
PRELIMINARY PROSPECTUS
[GRAPHIC OMITTED]
1,421,556 Shares
Common Stock
This Prospectus relates to the proposed sale from time to time of up to
1,421,556 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 in
various acquisition transactions 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 February 23, 1998, the last reported sale price of
the Common Stock on the Nasdaq Small-Cap Market was $4.8125 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 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;
7. the Company's Current Report on Form 8-K filed with the Commission on
April 15, 1997;
2
<PAGE>
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 and Form 8-K/A filed with the
Commission on November 13, 1997 and January 7, 1998, respectively;
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
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE ....................2
RISK FACTORS.................................4
THE COMPANY..................................6
SELLING SHAREHOLDERS.........................7
INFORMATION CONCERNING CAPITAL STOCK.........8
PLAN OF DISTRIBUTION.........................9
LEGAL MATTERS................................9
EXPERTS......................................9
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 February 23, 1998, the Company has 21,245,695 shares of Common Stock
outstanding. The Shares to which this Prospectus relates consist of 1,421,556
outstanding shares of Common Stock subject to certain restrictions on transfer.
Since January 1, 1997, the Company has issued an aggregate of 15,446,994 shares
of common stock, of which 10,196,550 shares were issued in acquisitions,
2,323,500 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 the exercise of options, 575,777 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 months 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 than the Company. The
areas which the Company has identified for continued growth and expansion are
4
<PAGE>
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 installs, sells, services and supports
cellular phone and other wireless services, business telephone systems,
voice mail and interactive voice response systems, flat rate extended area
calling services for business and residential customers, 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, satellite dish positioning
systems, and construction and installation of microwave cellular and
digital PCS towers.
The computer group provides leasing, re-marketing, parts-on-demand, consulting
and business continuity services for mainframe, midrange and PC systems to
industrial, commercial and retail organizations.
The manufacturing group manufactures and distributes customized analog and
digital and off-the-shelf industrial temperature controls and custom analog
and digital electrical products, and controls for factory automation,
combustion and commercial heating and air conditioning 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 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 14
additional acquisitions, of companies whose aggregate net revenues for the nine
months ended September 30, 1997 were approximately $67 million, of which
approximately $40 million was included in the Company's net revenues for the
nine months ended September 30, 1997.
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 in
various acquisition transactions, 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.
Number of Shares
Ownership Prior to the Offered Hereby
Selling Shareholder Offering
- ---------------------------------------------------------------- ---------------
Shares %
Howes Family Trust U/T/A dated 7/13/92 692,694 (1) 3.26% 692,694
Heather E. Howes 4,318 (1) * 4,318
Dylan D. Howes 4,318 (1) * 4,318
Ralph E. Davies 71,432 (2)(3) * 56,280
Roger W. Miller 24,325 (4)(5) * 1,497
CCF/Cannet, LP 325,072 (4) 1.53% 325,072
Telus Co,. Inc. 187,226 (4) * 187,226
Montague Guild Residuary Trust 35,839 (4) * 35,839
Robert E. LaBlanc Associates, Inc. 28,473 (4) * 28,473
Bruce E. Cooperman 72,230 (4) * 72,230
William M. Simpson 13,609 (4) * 13,609
============ ==============
Total ............................... 1,421,556 1,421,556
============ ==============
* Represents ownership of less than one percent.
(1) Represents shares of Common Stock received pursuant to the Company's
acquisition of a 100% interest in C.T. Specialists, Inc., effective as of
October 1, 1997.
(2) Represents shares of Common Stock received from the Howes Family Trust as a
finders fee in connection with the sale of the Howes Family Trust's
interest in C.T. Specialists, Inc. to the Company.
(3) After this offering, Mr. Davies will own 15,152 shares of Common Stock,
representing ownership of less than one percent.
(4) Represents shares of Common Stock received pursuant to the Company's
acquisition of a 100% interest in Canadian Network Services, Inc.,
effective as of October 1, 1997. These shares, totaling 663,946 in the
aggregate, represent 51.28% of the 1,294,673 total shares issued by the
Company in connection with its 100% acquisition of Canadian Network
Services, Inc.
(5) After this offering, Mr. Miller will own 22,828 shares of Common Stock,
representing ownership of less than one percent.
7
<PAGE>
INFORMATION CONCERNING CAPITAL STOCK
The Company's Amended and Restated Articles of Incorporation authorize 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 February 23, 1998, there were outstanding 21,245,695 shares of Common
Stock and 9,000 shares of Preferred Stock, par value $10 per share, redemption
value $100 per share.
As of February 23, 1998, (i) there were outstanding warrants to purchase
2,287,964 shares of Common Stock at a weighted average exercise price of $5.57
per share, and (ii) options held by employees of the Company to purchase
3,985,100 shares of Common Stock at a weighted average exercise price of $4.41
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 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 ....... 9-3/4 3-15/16
1998
First Quarter
(through February 23, 1998) 5-1/2 4-1/32
On February 23, 1998, the last reported sale price of the Common Stock on
the Nasdaq Small-Cap Market was $4.8125. As of February 23, 1998, there were
approximately 1,100 shareholders of record of the Common Stock and approximately
3,200 shareholders whose shares of Common Stock are held in "brokerage" or
"street" accounts.
8
<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.
9
<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
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of St. Louis, State of Missouri, on
February 24, 1998.
APPLIED CELLULAR TECHNOLOGY, INC.
By: /S/ DAVID A. LOPPERT
David A. Loppert, Vice President, Treasurer and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the 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) February 24, 1998
- -------------------------
(Richard J. Sullivan)
President and Director (Principal
Operating Officer) February 24, 1998
GARRETT A. SULLIVAN*
- -------------------------
(Garrett A. Sullivan)
Vice President, Treasurer and Chief
Financial Officer (Principal
Accounting Officer) February 24, 1998
/S/ DAVID A. LOPPERT
- -------------------------
( David A. Loppert)
Director February 24, 1998
ANGELA M. SULLIVAN*
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(Angela M. Sullivan)
Director February 24, 1998
DANIEL E. PENNI*
- -------------------------
(Daniel E. Penni.)
Director February 24, 1998
ARTHUR F. NOTERMAN*
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(Arthur F. Noterman)
* By: /S/ 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
(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 Bylaws of the Company (incorporated herein by reference to
Exhibit 3 to the Company's Registration Statement on Form S-1
(File No. 33-79678) filed with the Commission on June 3, 1994)
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 Ernst & Young, LLP
23.3 Consent of Bryan Cave LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included in Signature Page)*
- --------------
* Previously filed.
II-3
Exhibit 5.1
BRYAN CAVE LLP
ONE METROPOLITAN SQUARE
211 N. BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
FACSIMILE: (314) 259-2020
February 24, 1998
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 1,421,556 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 Amended
and Restated 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
1,421,556 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 5.1 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. 333-45139) of Applied Cellular
Technology, Inc. of our report, dated March 7, 1997, on Applied Cellular
Technology, Inc. and Subsidiaries, included in Applied Cellular Technology,
Inc.'s Form 10-KSB for the year ended December 31, 1996, 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
February 23, 1998
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the heading "Experts" in the
Registration Statement (Form S-3 No. 333-45139) and related Prospectus of
Applied Cellular Technology, Inc. for the registration of 1,421,566 shares of
its common stock and to the incorporation by reference therein 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
February 23, 1998
