<PAGE>
As filed with the Securities and Exchange Commission on January 14, 1998
Registration No. 333-40663
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------------
PURETEC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-3376449
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
65 Railroad Avenue
Ridgefield, New Jersey 07657
(201) 941-6550
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------
Thomas V. Gilboy
Chief Financial Officer and Vice President
PureTec Corporation
65 Railroad Avenue
Ridgefield, New Jersey 07657
(201) 941-6550
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------
Approximate date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /x/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
-----
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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------------------------------
The Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment that specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the registration statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to Section
8(a), may determine.
================================================================================
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE.
SUBJECT TO COMPLETION, DATED JANUARY 14, 1998
PROSPECTUS
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2,235,030 Shares
PureTec Corporation
Common Stock
($.01 Par Value)
--------------
This Prospectus relates to 2,235,030 shares (the "Shares") of Common Stock,
$.01 par value per share (the "Common Stock"), of PureTec Corporation, a
Delaware corporation (the "Company" or "PureTec"). The Shares may be offered by
certain stockholders of the Company (the "Selling Stockholders") from time to
time in transactions for their own account, including transactions on The Nasdaq
SmallCap Market, at market prices prevailing at the time of sale. The Selling
Stockholders may effect any such transactions through broker-dealers and such
broker-dealers may receive compensation in the form of customary commissions.
The Selling Stockholders received the Shares in connection with a private
exchange offer made by the Company to exchange two shares of Common Stock for
each share of Common Stock, $.01 par value per share (the "PS&T Common Stock"),
of Plastic Specialties and Technologies, Inc., a subsidiary of the Company
("PS&T"), beneficially owned by Permitted Offerees (as defined herein). See
"Selling Stockholders" and "Plan of Distribution."
All expenses of registration incurred in connection with this offering are
being borne by the Company. The Company will, however, not be entitled to any of
the proceeds from the sale of the Shares by the Selling Stockholders. See "Use
of Proceeds."
The Common Stock is quoted on The Nasdaq SmallCap Market under the symbol
PURT. The Shares have been approved for trading on The Nasdaq SmallCap Market.
--------------
FOR A DISCUSSION OF CERTAIN RISKS ASSOCIATED WITH AN INVESTMENT
IN THE SHARES, SEE "RISK FACTORS" BEGINNING AT PAGE 3.
--------------
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 periodic reports, proxy statements and other information with
the Securities and Exchange Commission (the "SEC"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the SEC at 500 West
Madison Street, 14th Floor, Chicago, Illinois 60661, and Seven World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The SEC maintains a Web site that
contains reports, proxy and information statements and other information
regarding registrants, like the Company, that file electronically with the SEC
at the following address: http://www.sec.gov. The Common Stock is quoted on The
Nasdaq SmallCap Market, and such reports, proxy statements and other information
may be inspected at the offices of Nasdaq Operations, 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company has filed a Registration Statement on Form S-3 (together with
all exhibits and amendments thereto, the "Registration Statement") with the SEC
under the Securities Act of 1933, as amended (the "Securities Act") with respect
to the Shares. This Prospectus does not contain all the information set forth in
the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the SEC. For further information, reference is
made to the Registration Statement. Statements contained herein concerning any
document filed as an exhibit to the Registration Statement are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement. Each such statement is
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the SEC
pursuant to the Exchange Act are incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
July 31, 1997 filed by the Company with the SEC on November 13, 1997, as
amended by the Company's Annual Reports on Form 10-K/A filed by the
Company with the SEC on November 19, 1997and January 14, 1998; and
(ii) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended October 31, 1997 filed by the Company with the SEC on December
15, 1997, as amended by the Company's Quarterly Report on Form 10-Q/A filed
by the Company with the SEC on January 14, 1998.
In addition, all documents filed by the Company with the SEC pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering made by this
Prospectus shall be deemed to be incorporated herein by reference and shall be
deemed to be a part hereof from the date of filing of such documents (such
documents, and the document enumerated above, being herein referred to as
"Incorporated Documents"; provided, however, in each year during which an
offering is made by this Prospectus, all documents filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing
with the SEC of the Company's Annual Report on Form 10-K covering such year
shall not be Incorporated Documents or be incorporated by reference in this
Prospectus or be a part hereof from and after the filing of such Annual Report
on Form 10-K). All statements contained herein relating to the Company are
qualified in their entirety by reference to the more detailed information set
forth in the Incorporated Documents.
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for all purposes to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as modified or superseded, to constitute a part of this
Prospectus.
2
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The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, on the written or oral request of such person, a copy of any or all
of the Incorporated Documents, other than exhibits to such Incorporated
Documents, unless such exhibits are specifically incorporated by reference into
the information that this Prospectus incorporates. Written or oral requests for
such copies should be directed to: Paul Litwinczuk, Corporate Secretary, PureTec
Corporation, 65 Railroad Avenue, Ridgefield, New Jersey 07657, telephone number
(201) 941-6550.
RISK FACTORS
Risk of Non-completion of Acquisition of PureTec; Potential Significant Dilution
As discussed herein under "Pending Acquisition of the Company," on November
11, 1997, the Company and PS&T entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Tekni-Plex, Inc., a private company ("Tekni-Plex"), and
P.T. Holding, Inc., a wholly-owned subsidiary of Tekni-Plex ("Sub"), pursuant to
which PureTec would become a wholly-owned subsidiary of Tekni-Plex in a merger
transaction (the "Merger"), holders of Common Stock would receive $3.50 in cash
per share in the Merger and Tekni-Plex would assume or refinance all of the
Company's debt. Completion of the Merger, which is anticipated to occur in the
first quarter of 1998, is subject to a number of conditions, including approval
by the Company's stockholders and the receipt of sufficient financing by
Tekni-Plex to pay the merger consideration and complete the refinancing and
other transactions described herein. The Company cannot assure that the
conditions to the Merger will be satisfied. Failure to complete the Merger may
have an adverse effect on the current trading prices of the Common Stock.
If the Merger Agreement is terminated for any reason, including due to a
breach of Tekni-Plex's obligations thereunder or Tekni-Plex's failure to obtain
sufficient financing to consummate the Merger, and Tekni-Plex exercises the
Tekni-Plex Option (as defined herein) in full and/or its conversion rights under
the Convertible Note (as defined herein) issued by PureTec to Tekni-Plex, each
as described herein under "Pending Acquisition of the Company," Tekni-Plex
would become the Company's largest single stockholder and holders of Common
Stock could suffer dilution in an amount that could be significant.
Substantial Leverage
The Company and its subsidiaries have substantial indebtedness. As of
October 31, 1997, the Company's ratio of indebtedness to total
capitalization was approximately 74%. The degree to which the Company and
its subsidiaries are leveraged could affect their respective ability to service
their indebtedness, to make capital investments, take advantage of certain
business opportunities, withstand downturns in business or economic cycles or
obtain financing necessary for the Company's businesses. Declines in the future
business of the Company and its subsidiaries, increases in costs or the
inability to borrow additional funds for operations as and when required could
impair the ability of the Company and its subsidiaries to meet their respective
debt service obligations and, therefore, could adversely affect their respective
businesses and future prospects.
Historical Net Losses of the Company
The Company, on a consolidated basis, had net losses of approximately
$16.9 million, $8.2 million and $2.7 million for the fiscal years ended July 31,
1995, 1996 and 1997, respectively. For the three months ended October 31, 1997,
the Company, on a consolidated basis, had a net loss of approximately $2.2
million. The ability to generate positive net income in the future if the Merger
is not consummated will be dependent upon many factors, including the ability to
obtain new customers and retain existing customers, the degree of competition
encountered by the Company, the level of the Company's capital expenditures and
operating expenses and general economic conditions in any one, or all, of the
Company's market segments. If the Merger is not consummated, no assurance can be
given that the Company will achieve significant profitability or that the
Company will not record additional losses in the future.
3
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Government Regulation
The Company's operations are subject to requirements imposed under certain
federal, state and local environmental and health and safety laws and
regulations, including under the federal Clean Water Act, the Clean Air Act, the
Resource Conservation and Recovery Act, the Comprehensive Environmental
Response, Compensation and Liability Act and regulations promulgated by the
Occupational Safety and Health Administration and comparable state laws,
relating to waste water discharges, air emissions, solid waste management and
disposal practices, work place safety and real property use and ownership.
The Company believes that it is in substantial compliance with such laws
and regulations. No assurance can be given, however, that the Company will
continue to be able to secure, renew and maintain compliance with the terms and
conditions of the required environmental permits and approvals, that other
environmental permits or approvals may not be required for the Company's
operations or that penalties will not be imposed by regulatory entities for any
failure to have secured all required environmental permits or approvals.
Further, no assurance can be given that more stringent statutory or regulatory
environmental or work place safety requirements will not be enacted or adopted
in the future that could have a material adverse effect on, or materially
restrict the operations of, the Company.
Risk of International Operations
The Company's international operations (consisting of operations in
Ireland, Belgium and Italy), representing approximately $13.5 million in sales
for the fiscal year ended July 31, 1997, are subject to special risks inherent
in doing business outside the United States, including governmental instability,
war and other international conflicts, civil and labor disturbances,
requirements of local ownership, partial or total expropriation,
nationalization, currency devaluation, foreign exchange controls, and foreign
laws and policies, each of which may limit the movement of assets or funds or
result in the deprivation of contract rights or the taking of property without
fair compensation. Although most of the Company's international revenues are
derived from transactions denominated in United States dollars, the Company has
and likely will continue to conduct some business in currencies other than the
United States dollar. The Company only engages in some limited hedging of
specific transactions to hedge against foreign currency fluctuations.
Accordingly, its profitability has been and will continue to be affected by
fluctuations in foreign exchange rates.
Reliance on Limited Number of Customers
For the fiscal year ended July 31, 1997 approximately (i) 88% of net
sales generated by the Company's garden hose business were to its ten largest
customers, (ii) 50% of net sales generated by the Company's medical tubing
business were to its five largest customers, (iii) 25% of net sales generated by
the Company's medical-grade vinyl compounds business were to its five largest
customers and (iv) 50% of net sales generated by the Company's specialty vinyl
polymers business were to its ten largest customers. The Company expects to
continue to depend on such customers for a significant percentage of its net
sales. Accordingly, there can be no assurance that such customers will continue
to purchase products of the Company at historical levels or, that if such
customers continue to purchase products of the Company, that they will not
significantly change, reduce or delay the amount of products purchased from the
Company. Any such discontinuation, change, reduction or delay could prevent the
Company from achieving positive net income in the future and otherwise could
have a material adverse effect on the results of operations of the Company.
Volatility of Price of the Common Stock
The price at which the Common Stock trades, whether on The Nasdaq SmallCap
Market or otherwise, is and will be determined by many factors including, among
other things, the expectation that completion of the Merger will be achieved,
the ability of the Company to service its debt, investor perception of the
Company and the industries in which the Company operates and general economic
and market conditions. Certain of these factors are beyond the control of the
Company. Developments involving these factors may increase the volatility of,
and otherwise adversely affect, the trading prices of the Common Stock.
4
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Dividends on the Common Stock
The Company has not paid any cash dividends in the last three fiscal years
and through the first quarter of fiscal year 1998 and does not anticipate paying
any cash dividends in the foreseeable future. The Company's ability to pay
dividends is subject to the Company's income, receipt of cash flow from
subsidiaries in the form of dividends or similar distributions, financial
condition and capital needs. The ability of the Company's subsidiaries to pay
cash dividends to the Company is restricted by various indentures and credit
agreements. Due to these restrictions in such indentures and credit agreements,
the Company is effectively precluded from currently paying any material cash
dividend and does not anticipate doing so in the foreseeable future.
Applicability of Penny Stock Rules
Regulations under the Exchange Act regulate the trading of so-called "penny
stocks" (the "Penny Stock Rules"), which are generally defined as any security
not listed on a national securities exchange or The Nasdaq Stock Market, priced
at less than $5.00 per share and offered by an issuer with limited net tangible
assets and revenues. The Common Stock is currently exempted from the majority of
the Penny Stock Rules solely by virtue of its listing on The Nasdaq SmallCap
Market. However, equity securities listed on The Nasdaq SmallCap Market that are
priced at less than $5.00 per share are deemed penny stocks for the limited
purpose of Section 15(b)(6) of the Exchange Act. This provision enables the SEC
to prohibit or limit the participation or affiliation of previously sanctioned
persons in or with any offering of penny stocks and makes it unlawful for any
broker-dealer to participate in a distribution of any penny stock without the
consent of the SEC if the broker-dealer is aware of or should have been aware of
the participation of a previously sanctioned person. As of the date of this
Prospectus, the Common Stock is trading at a price below $5.00 per share and
therefore is subject to these trading restrictions. In the event that the Common
Stock is delisted from The Nasdaq SmallCap Market and the Company fails to meet
other relevant criteria so as to fall within the more comprehensive definition
of "penny stock," trading of the Common Stock would be subject to the full range
of the Penny Stock Rules. Under the Penny Stock Rules, brokers would be required
to undertake certain procedures prior to selling a "penny stock," which may make
it more difficult for them to sell the Common Stock. In the event of a
delisting, purchasers of the Common Stock offered hereby could likewise have
difficulty selling their shares in the secondary trading market.
THE COMPANY
The Company is a vertically integrated manufacturer of specialty plastic
products. The Company is a leading producer of garden hose, disposable medical
tubing, and precision tubing and gaskets. The Company also produces plastic
materials that are used in various specialized applications, and high-grade
recycled polyethylene terapthalate for packaging and fiber applications.
The Company's operations consist of two manufacturing categories, "Plastic
Products," with approximately 60% of total sales; and "Plastic Materials," with
approximately 40% of total sales. The Company's major product lines are listed
below, with the manufacturing names in parentheses:
Plastic Products Plastic Materials
Garden Hose (Colorite Plastics) Medical-grade Vinyl Compounds
(Colorite Polymers)
Medical Tubing (Plastron) Specialty Vinyl Polymers
(Colorite Polymers;
Cyber-tech Polymers)
Specialty Tubing & Gaskets Recycled Plastics
(Action Technology; (Pure Tech Plastics)
American Gasket & Rubber)
Each of these product lines has its own customer base, competitive
environment, cost and pricing structures, business cycles and related business
strategies.
5
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The Company's principal executive offices are located at 65 Railroad
Avenue, Ridgefield, New Jersey 07657, telephone number (201) 941-6550.
The foregoing description is not complete, and is qualified by reference to
the Incorporated Documents, which purchasers of the Shares are encouraged to
review.
PENDING ACQUISITION OF THE COMPANY
On November 11, 1997, the Company announced that it and PS&T had signed the
Merger Agreement with Tekni-Plex and Sub pursuant to which the Company would,
through the Merger, become a wholly-owned subsidiary of Tekni-Plex. The Merger
Agreement provides that the owner of each share of Common Stock would receive
$3.50 in cash for that share in the Merger. The Merger Agreement and the Merger
will be submitted to the Company's stockholders of record on January 6, 1998 for
approval at a special meeting of stockholders scheduled to be held in February
1998. The Merger Agreement and the Merger have been unanimously approved, and
recommended to stockholders for adoption, by the Company's Board of Directors.
Concurrently with the execution of the Merger Agreement, certain directors
and executive officers of the Company entered into a Stockholder and Voting
Option Agreement, dated as of November 11, 1997 (the "Stockholder Voting
Agreement"), with Tekni-Plex pursuant to which such directors and executive
officers, in their capacity as stockholders of the Company, agreed, among other
things, to vote their shares of Common Stock, constituting an aggregate of
approximately 9% of the outstanding shares of Common Stock, in favor of the
Merger and the adoption of the Merger Agreement. In addition, pursuant to the
Stockholder Voting Agreement, such directors and executive officers granted to
Tekni-Plex an irrevocable option (the "Tekni-Plex Option") to purchase such
shares at $3.50 per share within specified time periods after the termination of
the Merger Agreement.
The Merger Agreement contains a number of conditions that must be satisfied
in order for the Merger to occur, including the successful completion of a
consent solicitation and tender offer (the "Debt Offer") for PS&T's 11.25%
Senior Secured Notes due 2003 (the "PS&T Notes"), the receipt of all necessary
governmental and regulatory approvals, and the absence of any changes occurring
prior to the effective time of the Merger that would have a material adverse
significance with respect to the value of the Company and its subsidiaries,
taken as a whole.
The Merger Agreement also requires that the outstanding minority common
stockholders' interest in PS&T be eliminated, either through purchase or a
short-form merger procedure under Delaware law, not later than immediately prior
to completion of the Merger, at a price of $7.00 per share of PS&T Common Stock.
The Merger is further subject to the receipt by Tekni-Plex of sufficient
financing to pay for the shares of outstanding Common Stock, purchase the PS&T
Notes tendered in the Debt Offer, and fund all other cash requirements of the
Merger. Tekni-Plex has received commitments from Morgan Guaranty Trust Company
of New York to provide senior bank financing and subordinated bridge loans in an
aggregate amount that the parties believe will be sufficient to complete the
Merger, subject to a number of conditions.
The Merger Agreement is terminable by Tekni-Plex, the Company, or either of
them under various circumstances. In the event the Merger Agreement is
terminated because the Company's Board of Directors withdraws or materially
modifies its approval or recommendation of the Merger or the Merger Agreement or
another person, entity or group acquires beneficial ownership of 50% or more of
the outstanding shares of the Common Stock, the Company is obligated to pay a
fee of $10 million to Tekni-Plex and to reimburse Tekni-Plex for up to $5
million of its expenses in connection with the Merger Agreement and related
transactions. In the event the Merger Agreement is terminated as a result of
Tekni-Plex having breached its obligations thereunder or as a result of
Tekni-Plex's failure to obtain sufficient financing to consummate the Merger, in
whole or in part, not related to the Company's actions and, in either case, all
of the other conditions set forth in the Merger Agreement to the obligations of
Tekni- Plex and Sub shall have been satisfied, Tekni-Plex shall pay the
out-of-pocket costs and expenses incurred by the Company and its subsidiaries
solely in connection with Tekni-Plex's proposed issuance and sale of senior
subordinated notes. The Company expects the Merger to be completed in the first
quarter of 1998 but cannot assure that all of the conditions to the Merger
will be satisfied.
6
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Concurrently with the execution of the Merger Agreement, Tekni-Plex
purchased a convertible note (the "Convertible Note") issued by the Company in
the amount of $5 million. The loan has assisted the Company and PS&T in
meeting expected cash requirements in the period prior to completion of the
Merger. The Convertible Note bears interest at 13% and is convertible, at any
time following the 60th day after any termination of the Merger Agreement, into
a number of shares of Common Stock sufficient to retire the principal amount of
the Convertible Note plus accrued interest or, in any event, at a base
conversion rate of one share of Common Stock per $2.72 of obligations owed under
the Convertible Note. The Company is required to file a registration statement
with respect to the Common Stock issuable upon conversion of the Convertible
Note promptly following a termination of the Merger Agreement. The Convertible
Note matures on September 30, 1998. The Convertible Note is subject to
prepayment by the Company in cash at any time and contains covenants and events
of default customary for a debt instrument of this type.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders. Each Selling Stockholder is entitled to use
the proceeds he or she receives from the sale of the Shares as he or she sees
fit.
SELLING STOCKHOLDERS
Based upon the best information of the Company as of November 14, 1997, the
following table shows (i) the names of the Selling Stockholders and (ii) the
number of Shares which may be offered by each of them pursuant to this
Prospectus (in some instances, Shares are held of record in "street name" by a
broker-dealer or other third party for the account of the beneficial owners
thereof). Based upon the best information of the Company as of November 14,
1997, the number of shares of Common Stock owned of record by each Selling
Stockholder prior to the Offering is the same as the number of Shares being
offered by such Selling Stockholder as shown under the column captioned "Number
of Shares Being Offered" and, therefore, the number of shares of Common Stock to
be owned by any such Selling Stockholder following the sale of all of such
Selling Stockholder's Shares offered pursuant to this Prospectus will be zero.
The Company cannot predict whether or to what extent any of the Selling
Stockholders will offer or sell Shares.
Number of Shares
Selling Stockholder Being Offered
- ------------------- -------------
Merrill Lynch ......................................... 830,290
Bear Stearns Securities Corp. ......................... 325,580
First Union National Bank ............................. 220,000
Cudd & Co. c/o The Chase Manhattan Bank ............... 206,568
Goldman Sachs & Co. ................................... 133,500
Leslie Alexander ...................................... 120,000
Sigler & Co. c/o Chase Manhattan Bank ................. 100,000
Umbwad & Co. c/o Trust Department
United Missouri Bank NA ............................... 40,000
Albert Ginsburg ....................................... 33,840
Neuberger & Berman LLC Cust. For
Haussman Holdings ..................................... 33,840
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Number of Shares
Selling Stockholder Being Offered
- ------------------- -------------
Bost & Co. c/o Mellon Bank ............................ 25,220
Joseph Manley & Mary M. Manley JTWROS ................. 24,642
Richard Allerton Jr ................................... 21,500
Lewco Securities Corp. ................................ 10,000
Manufacturers & Traders Tr. Co. ....................... 10,000
Roger E. Birk ......................................... 10,000
Salkeld & Co., Bankers Trust Co. ...................... 9,600
Pitt & Co. c/o Bankers Trust Company .................. 9,000
Alan Green ............................................ 8,000
George P. Bischoff Ttee George P. Bischoff
Living Trust U/A DTD 4/10/90 .......................... 7,000
MLPF & S Cust. FPO Ronald P. Zarnet IRRA
FBO Ronald P. Zarnet .................................. 6,250
Hudd & Co ............................................. 5,000
Richard E. Omohundro Jr. and
Ann B. Omohundro JTWROS ............................... 5,000
Smith Barney Inc ...................................... 4,500
MLPF & S Cust FPD CE Meyer Jr .........................
IRRA FBO CE Meyer Jr .................................. 4,000
Aniello A. Oliviero ................................... 4,000
ML & Co Sav & Inv Plan Vocon Account
FBO Guy G. Rutherfurd Jr .............................. 4,000
Richard A. Fenn ....................................... 4,000
Wilma H. Bitterman and Leonard Bitterman
Ttees U/A 3/29/90 By Wilma H. Bitterman ............... 4,000
Firstcinco c/o Star Bank NA ........................... 4,000
John A. Frabotta & Penny Lou Frabotta JTWROS .......... 2,500
Nancy Bolmeier Fisher ................................. 2,500
8
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A. Stephen Otis Ttee U/A DTD 4/13/93 by A. Stephen
Otis .................................................. 2,500
Lydia Green ........................................... 2,000
Albert J. Schneider & Gladys M. Schneider
Ttees Albert J. Schneider Trust U/A DTD 4/14/83 ....... 2,000
Hare & Co. c/o The Bank of New York ................... 200
---
Total........................... 2,235,030
=========
The Selling Stockholders received the Shares in connection with a private
exchange offer (the "Private Exchange Offer") made by the Company to exchange
two shares of Common Stock for each share of PS&T Common Stock beneficially
owned by "accredited investors" (within the meaning of Rule 501(a) under the
Securities Act) who beneficially owned 1000 or more shares of PS&T Common Stock
("Permitted Offerees") as of the date of the Private Exchange Offer. The Private
Exchange Offer expired on June 18, 1997 and was completed by the Company on June
27, 1997. Since the Shares were issued in the Private Exchange Offer pursuant to
an exemption from registration under the Securities Act, the Company undertook,
for the benefit of the Selling Stockholders, to prepare and file with the SEC a
shelf registration statement with respect to the Shares.
DESCRIPTION OF COMMON STOCK
General
The Company is authorized by its Certificate of Incorporation, as amended,
to issue (i) 50,000,000 shares of Common Stock, of which 31,240,866 shares were
issued and outstanding as of October 31, 1997, and (ii) 1,000,000 shares of
Preferred Stock, par value $.01 per share (the "Preferred Stock"), no shares of
which are presently issued and outstanding.
Dividends
The holders of the Common Stock are entitled to receive dividends as and
when declared by the Board of Directors of the Company (the "Board") out of
funds legally available therefor subject to the rights of holders of any series
of Preferred Stock that may be issued and outstanding. The rights and
preferences of each series of Preferred Stock must be established by the Board
in the resolutions providing for the issuance thereof.
The Company has not paid any cash dividends in the last three fiscal years
and through the first fiscal quarter of 1998 and does not anticipate paying any
cash dividends in the foreseeable future. The Company's ability to pay dividends
is subject to the Company's income, receipt of cash flow from subsidiaries in
the form of dividends or similar distributions, financial condition and capital
needs. The ability of the Company's subsidiaries to pay cash dividends to the
Company is restricted by various indentures and credit agreements. Due to these
restrictions in such indentures and credit agreements, the Company is
effectively precluded from currently paying any material cash dividends.
Voting Rights
The holders of the Common Stock are entitled to one vote for each share
held of record on all matters submitted to a vote of stockholders. The voting
rights, if any, of any share of Preferred Stock must be established by the Board
in the resolutions providing for the issuance thereof. The holders of the Common
Stock are not entitled to cumulate their votes in electing directors to the
Board. In connection with the signing by the Company of the Merger Agreement,
pursuant to the Stockholder Voting Agreement, officers and directors of the
Company beneficially owning in the aggregate approximately 9% of the outstanding
Common Stock have agreed to vote their shares of Common Stock in favor of the
Merger and the adoption of the Merger Agreement.
9
<PAGE>
Liquidation, Dissolution or Winding Up
In the event of any liquidation, dissolution or winding up of the Company,
the holders of the Common Stock are entitled to receive pro rata all assets of
the Company, if any, remaining after payment of all debt of the Company and
payment of the full preferential amounts for any series of Preferred Stock that
may be issued and outstanding.
Miscellaneous
The holders of the Common Stock have no preemptive or similar rights to
subscribe for additional securities. There are no redemption or sinking fund
provisions applicable to the Common Stock. The Common Stock currently
outstanding, including the Shares, is validly issued, fully paid and
non-assessable. The Common Stock is quoted on The Nasdaq SmallCap Market and the
Shares have been approved for trading on such market. The American Stock
Transfer & Trust Company is the Transfer Agent and Registrar for the Common
Stock.
PLAN OF DISTRIBUTION
The Shares may be offered for sale by each Selling Stockholder in his or
her discretion, on a delayed or continuous basis, from time to time in
transactions for his or her own account, including transactions on The Nasdaq
SmallCap Market (or any national securities exchange or other organization on
which the Common Stock may then be listed), at market prices prevailing at the
time of sale. Such transactions may be effected by selling the Shares through
broker-dealers, who may receive customary commissions, or in private sales. Each
Selling Stockholder also may pledge Shares as collateral for margin accounts and
such Shares could be resold pursuant to the terms of such accounts. Each Selling
Stockholder and any broker-dealer that participates in the offering of the
Shares may be deemed to be an "underwriter" within the meaning of Section 2(11)
of the Securities Act and a portion of the proceeds of sales and commissions
therefor may be deemed underwriting compensation for purposes of the Securities
Act. The Company will not receive any part of the proceeds from the sale of the
Shares by any Selling Stockholder. The Selling Stockholders are not restricted
as to the price or prices at which they may sell their Shares or as to the
timing or amounts of such sales. Sales of such Shares at less than market prices
may depress the market price of the Common Stock.
LEGALITY OF THE SHARES
The legality of the Shares has been passed upon for the Company by
Winthrop, Stimson, Putnam & Roberts, New York, New York.
EXPERTS
The consolidated financial statements of the Company and its consolidated
subsidiaries, except Styrex Industries, Inc. ("Styrex") for the year ended July
31, 1995, as of July 31, 1997 and 1996 and for each of the three years in the
period ended July 31, 1997, and the related financial statement schedule
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended July 31, 1997, as amended, have been audited by
Deloitte & Touche LLP, independent public accountants, as stated in their
report, which is incorporated herein by reference. The financial statements of
Styrex,for the year ended July 31, 1995 (consolidated with those of the
Company), have been audited by Holtz Rubenstein & Co., LLP, independent public
accountants, as stated in their report incorporated herein by reference. Such
financial statements of the Company and its consolidated subsidiaries are
incorporated herein by reference in reliance upon the respective reports of such
firms given upon their authority as experts in accounting and auditing.
10
<PAGE>
================================================================================
No dealer, salesperson or other individual has been authorized to give any
information or make any representations not contained in this Prospectus in
connection with the offering covered by this Prospectus. If given or made, such
information or representations must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, the Shares in any jurisdiction where, or to any
person to whom, it is unlawful to make such offer or solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create an implication that there has not been any change in the
facts set forth in this Prospectus or in the affairs of the Company since the
date hereof.
-------------------------------
TABLE OF CONTENTS
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Page
----
<TABLE>
<S> <C>
AVAILABLE INFORMATION .......................................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE .............2
RISK FACTORS.................................................3
THE COMPANY ................................................ 6
PENDING ACQUISITION OF THE COMPANY.......................... 6
USE OF PROCEEDS ............................................ 7
SELLING STOCKHOLDERS........................................ 8
DESCRIPTION OF COMMON STOCK................................ 10
PLAN OF DISTRIBUTION....................................... 11
LEGALITY OF THE SHARES..................................... 11
EXPERTS.................................................... 11
</TABLE>
================================================================================
================================================================================
2,235,030 Shares
PureTec Corporation
Common Stock
($.01 Par Value)
--------------
P R O S P E C T U S
---------------
_______ __, 1998
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
Securities and Exchange Commission filing fee................ $2,087
Printing and engraving ...................................... 5,000
Nasdaq SmallCap Market fees.................................. 7,500
Legal fees and expenses (including blue sky expenses)........ 10,000
Accounting fees and expenses ................................ 5,000
Miscellaneous expenses ...................................... 5,000
-----
$34,587
=======
______________________
* All expenses except for the Securities and Exchange Commission filing
fee are estimated.
Item 15. Indemnification of Directors and Officers.
Article TENTH of the Certificate of Incorporation of the Company, as
amended, and Article IX of the By-laws of the Company provide in part that the
Company shall indemnify its directors, officers, employees and agents to the
fullest extent permitted by the General Corporation Law of the State of Delaware
(the "DGCL").
Section 145 of the DGCL permits a corporation, among other things, to
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, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation), by reason of the fact that the person 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 (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding if the person acted in good faith and in a manner the person
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 the person's conduct was unlawful.
A corporation also 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 or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that the person 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 (including attorneys'
fees) actually and reasonably incurred by the person in connection with the
defense or settlement of such action or suit if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the
best interests of the corporation. However, in such an action by or on behalf of
a corporation, no indemnification may be made in respect of any claim, issue or
matter as to which the person is adjudged liable to the corporation unless and
only to the extent that the court determines that, despite the adjudication of
liability but in view of all the circumstances, the person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper.
In addition, the indemnification and advancement of expenses provided by or
granted pursuant to Section 145 shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.
II-1
<PAGE>
The Company has an insurance policy covering its liabilities and expenses
that might arise in connection with its lawful indemnification of its directors
and officers for certain of their liabilities and expenses. Officers and
directors of the Company are covered under this policy for certain other
liabilities and expenses.
Item 16. Exhibits.
2 Agreement and Plan of Merger dated as of November 11, 1997 among the
Company, Plastic Specialties & Technologies, Inc., Tekni-Plex, Inc. and
PT Holding, Inc. (incorporated by reference from Exhibit 10.1 of the
Company's Annual Report on Form 10-K for the fiscal year ended July 31,
1997, as amended by the Company's Annual Report on Form 10-K/A, file no.
0-26508).
4(a) Certificate of Incorporation of the Company, as amended (incorporated by
reference from Exhibit 3(a) of the Company's registration statement on
Form S-4, file no. 33-82768, and from Exhibits 3.1, 3.2 and 3.3 of the
Company's Annual Report on Form 10-K for the fiscal year ended July 31,
1997, as amended by the Company's Annual Report on Form 10-K/A, file no.
0-26508).
4(b) By-laws of the Company (incorporated by reference from Exhibit 3(b) of
the Company's registration statement on Form S-4, file no. 33-82768, and
from Exhibit 3.2 of the Company's Annual Report on Form 10-K for the
fiscal year ended July 31, 1997, as amended by the Company's Annual
Report on Form 10-K/A, file no. 0-26508).
*5 Opinion of Winthrop, Stimson, Putnam & Roberts as to the legality of the
securities being registered.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Holtz Rubenstein & Co., LLP.
*23(c) Consent of Winthrop, Stimson, Putnam & Roberts (contained in Exhibit 5).
*24 Power of Attorney (included on the signature page hereof).
*99 Stockholder and Voting Option Agreement dated as of November 11, 1997
between Tekni-Plex, Inc. and the stockholders of the Company listed
therein.
- ------------
* Previously filed.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities
II-2
<PAGE>
offered would not exceed that which was registered) and any deviation
from the low or high and the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
registration statement is on Form S-3, Form S-8 or Form F-3, and 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
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in this Registration Statement 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant 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
registrant of expenses incurred or paid by a director, officer or controlling
person of such 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 registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<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 this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Ridgefield, State of New
Jersey on the 14th day of January, 1998.
PURETEC CORPORATION
By:/s/ Thomas V.Gilboy
-------------------------------------
Thomas V. Gilboy
Chief Financial Officer and Vice President
II-4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Fred W. Broling* Chairman, Chief Executive January 14, 1998
- ------------------------- Officer and Director
Fred W. Broling (principal executive officer)
/s/ Thomas V. Gilboy Chief Financial Officer and Vice January 14, 1998
- ------------------------- President(principal financial and
Thomas V. Gilboy accounting officer)
David C. Katz* President, Chief Operating Officer January 14, 1998
- ------------------------- and Director
David C. Katz
Murray J. Fox* Director and Vice President January 14, 1998
- -------------------------
Murray J. Fox
Leo Gans* Director and Vice President January 14, 1998
- -------------------------
Leo Gans
- ------------------------- Director
Robert L. Guyett
- ------------------------- Director
Werner Haase
Edward G. Hamway, Jr.* Director January 14, 1998
- -------------------------
Edward G. Hamway, Jr.
- ------------------------- Director
John J. Harvey
- ------------------------- Director
Peter R. Harvey
*By: /s/ Thomas V. Gilboy
- -------------------------
Thomas V. Gilboy
Attorney-in-Fact
II-5
<PAGE>
EXHIBIT INDEX
</TABLE>
<TABLE>
<S> <C>
2 Agreement and Plan of Merger dated as of November 11, 1997, among the
Company, Plastic Specialties & Technologies, Inc., Tekni-Plex, Inc. and
PT Holding, Inc. (incorporated by reference from Exhibit 10.1 of the
Company's Annual Report on Form 10-K for the fiscal year ended July 31,
1997, as amended by the Company's Annual Report on Form 10-K/A, file no.
0-26508).
4(a) Certificate of Incorporation of the Company, as amended (incorporated by
reference from Exhibit 3(a) of the Company's registration statement on
Form S-4, file no. 33-82768, and from Exhibits 3.1, 3.2 and 3.3 of the
Company's Annual Report on Form 10-K for the fiscal year ended July 31,
1997, as amended by the Company's Annual Report on Form 10-K/A, file no.
0-26508).
4(b) By-laws of the Company (incorporated by reference from Exhibit 3(b) of
the Company's registration statement on Form S-4, file no. 33-82768, and
from Exhibit 3.2 of the Company's Annual Report on Form 10-K for the
fiscal year ended July 31, 1997, as amended by the Company's Annual
Report on Form 10-K/A, file no. 0-26508).
*5 Opinion of Winthrop, Stimson, Putnam & Roberts as to the legality of the
securities being registered.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Holtz Rubenstein & Co., LLP.
*23(c) Consent of Winthrop, Stimson, Putnam & Roberts (contained in Exhibit 5).
*24 Power of Attorney (included on the signature page hereof).
*99 Stockholder and Voting Option Agreement dated as of November 11, 1997
between Tekni-Plex, Inc. and the stockholders of the Company listed
therein.
</TABLE>
* Previously filed.
<PAGE>
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-40663 of PureTec Corporation on Form S-3 of our
report dated November 13, 1997, appearing in the Annual Report on Form 10-K (as
amended) of PureTec Corporation for the year ended July 31, 1997, and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
Deloitte & Touche LLP
Parsippany, New Jersey
January 13, 1998
<PAGE>
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
the Registration Statement of PureTec Corporation on Form S-3 of our report
dated September 12, 1995, appearing in the Annual Report on Form 10-K of PureTec
Corporation for the year ended July 31, 1997, as amended, and to the reference
to us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
Holtz Rubenstein & Co., LLP
Melville, New York
January 14, 1998
