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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 3, 1997
REGISTRATION NO. 33-96752
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-3
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ALCOHOL SENSORS INTERNATIONAL, LTD.
11 OVAL DRIVE
ISLANDIA, NEW YORK 11722
(516) 342-1515
(Address and telephone number of principal
executive offices and principal place of business)
----------------------
NEW YORK 3810 11-3104480
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or corporation) Classification Code Number) Identification No.)
----------------------
MR. ROBERT B. WHITNEY
ALCOHOL SENSORS INTERNATIONAL, LTD.
11 OVAL DRIVE
ISLANDIA, NEW YORK 11722
(516) 342-1515
(Name, address and telephone number of agent for service)
----------------------
Copy to:
ROBERT STEVEN BROWN, ESQ.
BROCK, FENSTERSTOCK, SILVERSTEIN, MCAULIFFE & WADE, LLC
ONE CITICORP CENTER
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022
(212) 371-2000
TELECOPY: (212) 371-5500
----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effectiveness hereof under the Securities Act of 1933,
as amended.
IF ANY OF THE SECURITIES BEING REGISTERED ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933 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 OF 1933, AS AMENDED,
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 OF 1933, AS AMENDED, 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. / /
---------------------
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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ALCOHOL SENSORS INTERNATIONAL, LTD.
COMMON STOCK
This Prospectus relates to (i) the offering by Alcohol Sensors
International, Ltd., a New York corporation (the "Company") of an aggregate of
1,150,000 shares of common stock, par value $.001 per share (the "Common
Stock"), issuable upon the exercise of the Redeemable Common Stock "A"
Warrants (the "A Warrants") of the Company, (ii) the offering by the Company
of an aggregate of 575,000 shares of Common Stock, issuable upon the exercise
of the Redeemable Common Stock "B" Warrants (the "B Warrants," and, together
with the A Warrants, the "Redeemable Warrants") of the Company, and (iii) the
resale from time to time of an aggregate of 300,000 shares of Common Stock
issuable upon the exercise of Common Stock Purchase Warrants (the "Private
Warrants").
The A Warrants and the B Warrants were originally issued by the
Company as a component of units, each unit consisting of two shares of Common
Stock, one A Warrants, and one-half B Warrant, offered and sold by the Company
in its initial public offering in November 1995. Each A Warrant entitles the
holder thereof to purchase one share of Common Stock at an exercise price of
$3.75 per share, subject to adjustment in certain circumstances, and each B
Warrant entitles the holder thereof to purchase one share of Common Stock at
an exercise price of $5.00 per share, subject to adjustment in certain
circumstances, in each case for the period from November 9, 1996 through
November 9, 2000. The Redeemable Warrants may be redeemed at any time
commencing November 9, 1996 for a redemption price of $.01 per Redeemable
Warrant on 30 days' prior written notice, provided that the closing bid price
for the Common Stock for the 20 consecutive trading days ending three days
prior to such notice has been at least $4.50 per share in the case of the A
Warrants and $6.00 per share in the case of the B Warrants. See "Description
of Securities -- Redeemable Warrants -- Class A and Class B."
The Private Warrants were originally issued by the Company in
connection with private financings consummated by the Company in July and
August 1995. Each Private Warrant entitles the holder thereof to purchase one
share of Common Stock at an exercise price of $1.50 per share, subject to
adjustment in certain circumstances, for the period from May 1995 through May
2000.
The Common Stock, the A Warrants, and the B Warrants are traded on
the Nasdaq SmallCap Market under the symbols "ASIL," "ASILW," and "ASILZ,"
respectively. On December 26, 1996, the closing sale prices for the Common
Stock, the A Warrants, and the B Warrants were $4 1/8 per share of Common
Stock , $1 5/8 per A Warrants, and $1 1/8 per B Warrant, respectively. See
"Market Price of the Common Stock, A Warrants, and B Warrants."
SEE "RISK FACTORS," COMMENCING ON PAGE 4, FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
--------------------------
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.
---------------------------
Each of the holders of the Private Warrants (the "Selling
Shareholders") has advised the Company that it may offer the securities issued
upon the exercise thereof and offered hereby for sale from time to time on the
Nasdaq SmallCap Market at prices prevailing at the time of sale or in private
transactions at negotiated prices, and without payment of any underwriting
discounts or commissions, except that the Selling Shareholders may pay usual
and customary selling commissions to brokers or dealers. The Company will
receive no proceeds from the resale of the shares of Common Stock issued upon
exercise of the Private Warrants and offered by the Selling Shareholders. See
"Principal and Selling Shareholders" and "Plan of Distribution."
Upon the sale of the securities issuable upon exercise of the Private
Warrants and offered hereby, the Selling Shareholders and participating
brokers or dealers may be deemed to be underwriters, as that term is defined
in the Securities Act, and commission or discounts or any profit realized on
the sale of such securities received by the Selling Shareholders may be deemed
to be underwriting commissions or discounts within the meaning of the
Securities Act.
THE DATE OF THIS PROSPECTUS IS JANUARY 3, 1997
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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 and other information with the Securities
and Exchange Commission (the "Commission"). Such reports and other information
filed by the Company pursuant to the informational requirements of the
Exchange Act may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and at certain regional offices of the Commission located at 7
World Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of reports and other
information filed by the Company by means of the Electronic Data Gathering,
Analysis, and Retrieval system can be retrieved at the Web site maintained by
the Commission (http://www.sec.gov). In addition, the Common Stock, the A
Warrants, and the B Warrants are quoted on the Nasdaq SmallCap Market under
the symbols "ASIL," "ASILW," and "ASILZ," respectively, and such reports and
information may be inspected and copied at the office of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
This Prospectus constitutes a part of a Registration Statement filed
with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus omits certain of the information contained
in such Registration Statement in accordance with the rules and regulations of
the Commission. Reference is hereby made to the Registration Statement and the
related exhibits for further information with respect to the Company, the A
Warrants, and the B Warrants. Statements contained herein concerning the
provisions of any document 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 or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this
Prospectus:
1. Registration Statement on Form 8-A, dated October 17, 1995,
as amended, of the Company;
2. Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995 of the Company (the "Form 10-K");
3. Quarterly Report on Form 10-QSB for the three months ended
March 31, 1996;
4. Quarterly Report on Form 10-QSB for the six months ended
June 30, 1996;
5. Quarterly Report on Form 10-QSB for the nine months ended
September 30, 1996;
6. Current Report on From 8-K, dated January 3, 1997; and
7. Proxy Statement, dated June 20, 1996.
All documents filed by the Company pursuant to Sections 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 of the securities offered hereby
shall be deemed to be incorporated by reference into this Prospectus and to be
a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated, or deemed to be incorporated, by
reference herein or contained in this Prospectus shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent any
statement contained herein or in any subsequently filed document which also
is, or is deemed to be, incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part hereof, except as so modified or
superseded. This Prospectus does not contain all the information set forth in
the Registration Statement of which this Prospectus forms a part which the
Company has filed with the Commission and to which reference is hereby made.
The Company hereby undertakes to provide without charge to each person to
whom a Prospectus is delivered, upon the written or oral request of such
person, a copy of any and all of the information incorporated by reference in
this Prospectus (excluding exhibits to such information unless such exhibits
are specifically incorporated by reference therein). Such requests should be
directed to: Alcohol Sensors International, Ltd., 11 Oval Drive, Islandia New
York 11722, Attention: Investor Relations (telephone number (516) 342-1515).
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THE COMPANY
The Company was organized on February 14, 1992 as a New York corporation
to design, manufacture, and market a technological line of ignition interlock
devices. The Company acquired the patent pending technology from the inventors
in November 1994. The Company's patent pending SENS-O-LOCK device is designed
to detect, evaluate, and prevent a drunk driver from operating a vehicle.
SENS-O-LOCK exceeds the National Highway Traffic Safety Administration
("NHTSA") standards for interlock devices and is certified or approved for use
in 14 states related to the mandated market with applications pending in nine
additional states.
The Company has established a network of independent representatives and
dealers covering the entire United States to sell, install, and service its
products. The Company's business strategy will concentrate on penetrating
three markets: the mandated market, by obtaining approval in states which
require drunk drivers to install an ignition interlock device after one or two
convictions; the voluntary market, which includes parents of teenaged drivers;
and the commercial market, comprising fleet owners of truck and taxi fleets.
The Company had ceased shipment of its product earlier this year due to
problems that arose in manufacturing, and continued research and development
with regard to alcohol specific technology. The Company is currently
completing its final testing of this new technology and intends to be shipping
limited quantities of product in the first months of 1997 and will increase
production through 1997.
The Company is located at 11 Oval Drive, Islandia, New York 11722. Its
telephone number is (516) 342-1515.
RECENT DEVELOPMENTS
In October 1996, the Company launched its first AST Sens-O-Lock at the
World Car Show in Birmingham, England (the worlds's largest automotive show).
Additionally, Mr. Michael Ghazarian, Managing Director of Digital Vehicle
Security Systems, Inc. (UK) and Scarico Manufacturing of Europe ("Scarico")
has executed a Consulting Agreement with the Company to design and produce the
retooling necessary to produce the new Sens-O-Lock (AST) technology. Mr.
Ghazarian became a member of the Board of Directors of the Company on
September 24, 1996.
The Company recently entered into an agreement with American
International Insurance Company, a subsidiary of American International Group,
whereby the Company sold (the "AIG Transaction") 833,333 shares of Series A
Preferred Stock, convertible into 555,556 shares of Common Stock, and 833,333
warrants exercisable at $5.50 per share for an aggregate of 833,333 shares of
Common Stock in return for $2.5 million.
SENS-O-LOCK EUROPE
The Company has incorporated a United Kingdom based and chartered
subsidiary Alcohol Sensors Europe, PLC ("ASE") owned 80% by the Company and
20% by Michael Ghazarian, owner and Managing Director of Digital Vehicle
Security Systems, Ltd. ("Digital"). Mr. Ghazarian is also owner and Managing
Director of Scarico Italy, an electronic consumer goods manufacturer which
designs and researches in the United Kingdom and has its manufacturing
facility in Italy.
Digital executed a contract with the Company to purchase and distribute
1.6 million Sens-O-Lock units over the next five years for the European
marketplace. Digital has assigned the contract with the Company to ASE,
effectively enabling the Company to enjoy the distribution profits in Europe,
which it did not have previously.
Further, Mr. Ghazarian will provide direct exclusive use of the
manufacturing facilities of Scarico to build a maximum of 120,000 Sens-O-Lock
units in 1997, and enhance facilities thereafter to accommodate greater
production requirements. The Company anticipates 1997 production requirements
not to exceed 100,000 devices.
SENS-O-LOCK AND U.K. INSURANCE MARKET
For 1997, ASE will primarily focus its attention on the U.K. market and
attempt to duplicate its operations throughout the remainder of Europe.
There are approximately 900,000 convicted drunk drivers in the U.K., with
approximately 90,000 new convictions each year. Presently, the U.K. government
mandates a minimum 12 month driving ban for a convicted drunk driver, with the
average ban lasting approximately 16 months. It is anticipated that these
severe driving restrictions will further fuel the voluntary or retail sales of
the Sens-O-Lock.
At the conclusion of the mandatory driving ban, many U.K. insurance
companies will not issue insurance policies for five years, with some
companies refusing to issue policies for as long as 11 years (11 years being
the period of time drunk driving convictions remain on licensing records). The
few insurance companies that will provide coverage may add an additional
surcharge of up to 400% to the standard premium. The average price of an
insurance policy in the
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U.K. is 600 pounds sterling (approximately US$900). Therefore, with a
surcharge, a convictee could pay as much as 3,000 pounds Sterling (US$4,500)
per year for an average of two years, and, in those instances where the
surcharge continues for 11 years, an additional 26,400 pounds sterling
(US$39,600) over the course of such 11 years. Those who are able to abate the
surcharge after five years could pay an additional 12,000 pounds sterling
(US$18,000) as a result of the surcharge.
In addition to the loss of license, severe surcharges, negative stigma,
inability to maintain or apply for professional licenses for many jobs and
professions (taxi, truck, bar, police, etc.), drunk driving convictions
further carry a criminal conviction. A second conviction will result in
mandatory incarceration.
James Hallum Brokerage, a major insurance broker in the U.K., has
indicated in correspondence to the Company that it recognizes the value of the
Sens-O-Lock. They recognize that with the use of Sens-O-Lock, there exists the
opportunity to acquire, at less risk, a pool of high-risk drivers that will
pay a premium for insurance. Certain insurance companies previously considered
convicted drunk drivers too risky, and therefore, were unable to capitalize
upon the opportunity to collect premiums from this group. This use of the
Sens-O-Lock may enable these companies to insure convicted drunk drivers with
confidence. Accordingly, the Company anticipates many other insurance
companies to follow to remain competitive.
OTHER ACTIVITIES AND MARKETS
Additionally, the Company's patent pending sensor technology,
recalibration-free technology, and the small size of the device have
application and adaptability to hand-held (pocket mode) worksite and
evidentiary testing application. ASE has already contracted and is in active
discussion with interested rail and other mass transportation operations in
Europe. There can be no assurance that the Company will be able to market
other applications of its technology.
RISK FACTORS
The securities offered hereby are speculative, involve a high degree of
risk, and should not be purchased by anyone unable to afford a loss of his
entire investment. In analyzing this Offering, prospective investors should
consider all of the matters set forth below.
CONTINUING OPERATING LOSSES/GOING CONCERN.
The Company has sustained losses through December 31, 1995 of $6,778,857.
At September 30, 1996 the Company had an accumulated deficit of $10,048,558.
There can be no assurance that the Company's business strategy will prove
successful, or that the Company will operate profitably. Since the Company has
incurred operating losses from inception and has capital and working capital
deficiencies, there is doubt as to the Company's ability to continue as a
going concern.
DEVELOPMENT STAGE COMPANY.
The Company was formally organized in February 1992, and has been
primarily engaged in the research and development of the ignition interlock
device until mid 1996. The Company shipped its first products in July 1996 and
until then had not generated revenues or implemented its business strategy.
The Company shipped 30 units to authorized dealers for resale to the voluntary
market. The Company experienced problems that arose in manufacture and decided
to suspend sales of that model and continue research and development on
alcohol specific technology. The Company is currently completing its final
testing of this new technology and intends to be shipping limited quantities
of product in the first months of 1997 and will increase production through
1997.
UNCERTAIN COMMERCIAL ACCEPTANCE OF BREATH SENSOR TECHNOLOGY.
The Company has not engaged in any significant marketing to date. Key to
the Company's present business strategy is the broad promotion of its breath
sensor ignition interlock technology based line of products and their
anticipated broad commercial acceptance. There can be no assurance that its
products will gain commercial acceptance because of competing, changing
government regulations, alternative products and the Company's ability to
achieve marketing success.
POTENTIAL OBSOLESCENCE OF NEW PRODUCTS.
The markets for the Company's products are characterized by rapidly
changing technology. There can be no assurance of market acceptance or that
the Company will respond effectively to technological changes or product
introductions by competitors. Delays in new product introductions or product
enhancements, or the introduction of unsuccessful products, could adversely
affect the Company.
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COMPETITION.
The Company faces competition from two major competitors, Guardian
Interlock System and Lifesafer Interlock, which market ignition interlock
equipment and products. These competitors are well established, have succeeded
in the development and sale of products, and have significantly greater
financial, marketing, distribution, personnel, and other resources than the
Company. There is no assurance that the Company will be able to compete
successfully.
DEPENDENCE ON KEY PERSONNEL; NEED TO ATTRACT NEW PERSONNEL.
The Company is dependent upon the services of Robert Whitney and John
Ruocco, who are key executive officers of the Company, with whom the Company
has entered into two-year employment agreements, and has obtained for keyman
life insurance on them individually in the amount of $2,000,000. The loss of
their services could have a material adverse effect upon the Company. The
Company's continued success is also dependent on its ability to recruit and
retain additional experienced engineering and marketing personnel, which there
can be no assurance.
DEPENDENCE ON THIRD PARTY SUPPLIERS AND CONTRACTORS; NO MANUFACTURING
FACILITIES.
Major distributors supply the Company with its product components, which
will then be shipped to Scarico's manufacturing facility in Varese, Italy.
International distributors will be utilized to minimize the possibility of
reduction, interruption, or change in the suppliers furnishing materials that
could adversely affect the Company's business, although there can be no
assurance thereof.
DEPENDENCE ON REPRESENTATIVE/DEALER NETWORK.
The Company relies on a recently established independent network of
non-exclusive dealers and representatives to sell, market, install, and
service its products. These representatives and dealers also sell other
products and provide other services. The Company also relies on independent
entities it has titled "State Operations Certification Centers", who are
Company appointees designed to act as liaison with state enforcement
departments. The failure of any of these groups to perform their functions for
the Company could have a material adverse effect on the Company's business
prospects.
PATENT AND TRADEMARK INFRINGEMENT.
The Company relies on a combination of patent, trademark, trade secret
laws, confidentiality, non-disclosure and other contractual agreements and
technical measures to protect its proprietary rights. The Company has two U.S.
patent applications pending at this time. There is no assurance that its
efforts to protect proprietary rights will prove successful, and that its two
pending patent applications on its technology will issue, or be defensible
upon any issuance.
CONTROL BY OFFICERS AND DIRECTORS.
Current management currently owns 39% of the outstanding Common Stock,
giving them effective control and significant influence over the outcome of
all matters submitted to the stockholders for approval, including the election
of directors of the Company.
POSSIBLE NEED FOR ADDITIONAL FINANCING; UNCERTAINTY OF CAPITAL FUNDING.
The Company has recently raised $2.5 million through a private investor,
however, the Company's continued viability thereafter will depend upon its
ability to generate cash from operations sufficient to meet its obligations as
they become due. Unless sufficient cash is received from operations to fund
all working capital needs, the Company will be required to obtain additional
financing, and/or rely on the exercise of the Redeemable Warrants and the
Private Warrants without any assurance that such financing will be available
(on acceptable terms if at all), or that the exercise of any of such warrants
will occur. Failure to obtain needed additional financing may severely impact
the Company's operations.
POTENTIAL FOR FUTURE PRODUCT LIABILITY CLAIMS.
Liability claims could be asserted against the Company from defects in
the ignition devices, faulty installation, or service mishandling. While the
Company maintains insurance coverage of $8,000,000 per occurrence and
$9,000,000 in the aggregate to cover such contingencies, no assurance can be
given that any damages assessed against the Company will not exceed the
available insurance coverage. In addition, the potential negative publicity
arising from such claims might have a material adverse effect on the Company
even if it ultimately prevails in any litigation.
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POSSIBLE ADVERSE DECISION IN LITIGATION.
The Company and certain of its officers were named as defendants in an
action commenced in the United States District Court for the Eastern District
of New York in March 1996 by a stockholder seeking $2 million in alleged
damages as a result of the Company's handling of a prior litigated matter
which the company has settled. Management believes that settlement of the
prior action renders the claims of this action moot and intends to vigorously
defend the action, including a demand for sanctions.
The Company was named as a defendant in an action commenced in the United
States District Court for the Eastern District of New York in July 1996. The
plaintiff is seeking $9 million plus 100,000 shares of Company Stock, alleging
he performed certain work for the Company as an independent contractor and was
never compensated for the services he performed. The Company's position is
that the plaintiff in this action failed to provide the services as contracted
and was not entitled to receive any payment. Defendant has submitted its
answer and management believes the claims alleged in this lawsuit are
frivolous and intends to defend the action vigorously.
The Company and certain of its officers were named as defendants in an
action commenced in the Supreme Court of the State of New York, Orange County,
by two individuals claiming an equity interest in the Company, as well as
damages of $18.5 million, based upon a purported agreement with another
company, Alcohol Sensors, Inc., with which the claimants, certain officers of
the Company and others were affiliated in 1989, and a claim that one of the
individuals is the inventor of the technology that the Company is using.
Alcohol Sensors, Inc. (the company the plaintiff alleges he had an interest
in) ceased active operations in or about 1990 and was subsequently dissolved
in 1993 by a proclamation of the New York Secretary of State. The action has
been moved to the United States District Court for the Southern District of
New York. Defendant has submitted its answer and management believes the
claims alleged are frivolous and intends to defend the action vigorously,
including a demand for sanctions.
The Company was recently served with a notice of arbitration by a former
consultant to the Company. The claimant is seeking $650,000 or, in the
alternative, 114,499 shares of Common Stock. The Company's position is that
the claimant is not entitled to any further compensation than what the
claimant has already received for the services rendered.
BROAD DISCRETION IN THE APPLICATION OF PROCEEDS.
The net proceeds of this offering have been allocated to general
corporate and working capital purposes. Accordingly, investors will not know
in advance how such proceeds will be utilized.
GOVERNMENT REGULATION.
The Company's products comply with the Federal Department of
Transportation's issued standards published by NHTSA and varying state
certification standards where its breath interlock devices have been certified
or certification is pending. On April 7, 1992, NHTSA published a notice which
set forth its newest model specifications for the performance and testing of
breath interlock devices. The Company's SENS-O-LOCK device has been certified
as meeting the government's standards. More than thirty (30) states, including
the largest populated states such as California, Texas, and New York, have
either passed interlock legislation or administrative directives. The
Company's SENS-O-LOCK devices have received certification or approval in 14
states: California; Florida; Georgia; Kansas; Maryland; Michigan; Minnesota;
Nebraska; New York; Oklahoma; and Utah. The Company has applications pending
in nine additional states: Colorado; Idaho; Iowa; Louisiana, Maine; Ohio;
Rhode Island; Tennessee; and Texas. In order to penetrate the mandated market
in any state, the Company's product must be certified as meeting that state's
standard. There is no assurance that further state certifications or approvals
will be obtained. The Company's new AST model is subject to NHTSA.
NO DIVIDENDS.
The Company has never paid cash dividends on its Common Stock. The
Company intends to retain any future earnings to finance its growth.
Accordingly, any potential investor requiring dividends from their investment
should not purchase any of the shares of Common Stock offered hereby. See
"Dividend Policy."
FUTURE SALES OF COMMON STOCK.
The outstanding 8,772,846 shares of Common Stock, warrants exercisable
for an aggregate of 3,628,332 shares of Common Stock, options exercisable for
an aggregate of 593,250 shares of Common Stock and 555,556 shares of Common
Stock issuable upon conversion of the preferred stock issued in the AIG
Transaction outstanding on the date hereof were issued in reliance upon an
exemption from registration. Of such outstanding shares of Common Stock,
3,994,745 would be available for sale under Rule 144 under the Securities Act
("Rule 144"). All officers and directors, as well as certain affiliates of the
Company have agreed, however, not to sell an aggregate of 3,000,000 of their
shares of Common Stock, until November 1997, without the consent of an
underwriter of the Company's initial public offering. Such individuals have
also agreed to not sell the remaining 709,745 of their shares of Common Stock
until May 1997.
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Furthermore, unaffiliated holders of an aggregate of 1,792,500 shares of
Common Stock have agreed not to sell such shares until May 1997. The Company
is unable to predict the effect that sales made under Rule 144 or otherwise
may have on the market price of the Common Stock. See"Description of
Securities."
POSSIBLE FUTURE DILUTION.
The Company has authorized capital stock of 25,000,000 shares of Common
Stock and 3,000,000 shares of preferred stock, of which 833,333 shares of
preferred stock was issued pursuant to the AIG Transaction. In as much as the
Company may use authorized but unissued shares of Common Stock or preferred
stock without shareholder approval, there may be further dilution of the
shareholders' interests. See "Description of Securities".
POSSIBLE DELISTING OF SECURITIES FROM NASDAQ SYSTEM; RISKS OF LOW PRICED
STOCKS.
The Commission has approved rules imposing stringent criteria for listing
of securities on Nasdaq SmallCap. The requirements to maintain such listing
are (i) total assets of at least $2,000,000, (ii) total stockholders' equity
of $1,000,000, (iii) a minimum bid price of $1.00, (iv) one market maker, (v)
300 shareholders, (vi) at least 100,000 shares in the public float and (vii) a
minimum market value for the public float of $200,000. If the Company's
securities were delisted from trading its securities, the Common Stock would
thereafter trade in the over-the-counter market--OTC Bulletin Board.
Consequently, investors might find it more difficult to sell or obtain
accurate price quotations.
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USE OF PROCEEDS
The Company intends to allocate any proceeds, if any, from the exercise
of the Redeemable Warrants and Private Warrants to general corporate and
working capital purposes. The Company will receive no proceeds from the resale
of the shares of Common Stock issuable upon exercise of the Redeemable
Warrants and Private Warrants.
DIVIDEND POLICY
No Common Stock dividends have been declared by the Company through
December 1996 and the Board of Directors has no current intention to declare
or pay dividends on the Common Stock in the foreseeable future. Management
intends to reinvest earnings, if any, in the development and expansion of the
Company's business. Any future declaration of cash dividends will be at the
discretion of the Board of Directors and will depend upon the earnings,
capital requirements and financial position of the Company, general economic
conditions and other pertinent factors.
SELLING SHAREHOLDERS
Up to 300,000 shares of Common Stock may be offered by 20 Selling
Shareholders who acquired the Private Warrants to purchase such shares in the
private financings consummated by the Company in July and August 1995. The
Company has agreed to bear all expenses (other than underwriting or selling
commissions or any fees and disbursements of counsel to such Selling
Shareholders) in connection with the registration of these shares.
The following table sets forth certain information with respect to
holders for whom the Company is registering these shares for resale to the
public. None of the Selling Shareholders has held any position or office or
has had a material relationship with the Company or any of its affiliates
within the past three years. Except as set forth below, the Company believes
that none of the holders listed below owns any other securities of the
Company, none of the holders beneficially owns more than 1% of the outstanding
Common Stock as of the date of this Prospectus. The Company will not receive
any of the proceeds from the sale of these shares by the Selling Shareholders.
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
SHARES SHARES
BENEFICIALLY NUMBER OF BENEFICIALLY
OWNED PRIOR TO SHARES BEING OWNED AFTER
SELLING SHAREHOLDER THE OFFERING SOLD THE OFFERING
- ------------------- ------------ ----------- -------------
<S> <C> <C> <C>
Lawrence Dunn, III 10,000 10,000 0
24 Hale Court
Basking Ridge, NJ 07920
Theodore Anastopoulos 2,500 2,500 0
2815 Royal Ashdown Court
St. Charles, Il 60174
Howard Appelbaum 2,500 2,500 0
59 Norman Lane
Levittown, NY 11756
Harvey Bibicoff 20,000 20,000 0
1990 Westwood Boulevard #310
Los Angeles, CA 90025
Ken Chen 10,000 10,000 0
5574 Sapelo Trail
Norcross, GA 30071
Kenneth DeRoberts 10,000 10,000 0
20 Darby Court
New Providence, NJ 07974
Carl Greenfield 13,334 13,334 0
106 Heritage Drive
Freehold, NJ 07728
Joseph Grich 10,000 10,000 0
23 Lousia Court
Wayne, NJ 07470
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
William Griffin 10,000 10,000 0
1123 Heron Court
Sugarland, TX 77478
Ralph Kehle 20,000 20,000 0
1111 Hermann Drive
Houston, TX 77004
Lawrence Kivel 5,833 5,833 0
3444 Fifth Street
Oceanside, NY 11572
Donald Kleban 10,000 10,000 0
2 Sutton Place South
New York, NY 10022
Naomi Kleinhandler 20,000 20,000 0
205 West End Avenue
New York, NY 10023
Simon Koziel 10,000 10,000 0
2200 North Central Road
Fort Lee, NJ 07024
George Pontoriero 10,000 10,000 0
10 Hickory Court
Laurenceville, NJ 08648
Edward Poole, Jr. 40,000 40,000 0
5014 Baywood Drive
Pasadena, CA 77505
Michael Rosenbaum 60,000 60,000 0
55 Woodbine Avenue
Larchmont, NY 10238
W. Ed Tyler 20,000 20,000 0
631 North Lincoln
Hinsdale, IL 60521
Richard Weiss 10,000 10,000 0
31 Diana Road
Morris Plains, NJ 07950
Marc Wigdor 5,833 5,833 0
14621 Silverstone Drive
Silver Springs, MD 20905 -------- -------- -------
Total 300,000 300,000 0
</TABLE>
9
<PAGE>
DESCRIPTION OF SECURITIES
The authorized capital stock of the Company consists of 25,000,000 shares
of Common Stock, par value $.001 per share, and 3,000,000 shares of preferred
stock, par value $.001 per share. As of the Prospectus date, 8,772,846 shares
of Common Stock are outstanding and 833,333 shares of Series A Preferred Stock
are outstanding.
COMMON STOCK
Holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders. Stockholders
are entitled to receive ratably such dividends as may be declared by the Board
of Directors out of funds legally available therefore. In the event of
liquidation, dissolution, or winding up of the Company, holders of Common
Stock are entitled to share ratably in all assets remaining after payment of
liabilities and after provision for the class of stock having preference over
the Common Stock. Holders of Common Stock have no redemption, preemptive, or
other subscription rights, and there are no conversion provisions applicable
to the Common Stock. There are no sinking fund provisions applicable to the
Common Stock. All presently outstanding shares of Common Stock and the shares
which offered hereby will be duly authorized, validly issued, fully paid, and
nonassessable.
REDEEMABLE WARRANTS-CLASS "A" AND "B"
Each Redeemable Warrant has been issued in registered form pursuant to a
Warrant Agreement between the Company and Continental Stock Transfer and Trust
as Warrant Agent. The following statements are brief summaries of certain
provisions contained in the Warrant Agreement. Although the Company believes
that the summary described the material terms of the Warrant Agreement,
reference is made to the Warrant Agreement itself, which is included as an
exhibit to the Registration Statement of which this Prospectus is a part, for
a complete description of the terms and conditions.
During the four year period commencing November 9, 1996, each A Warrant
and each B Warrant will entitle the registered holder to purchase one share of
Common Stock at an exercise price of $3.75 per share and $5.00 per share,
respectively. No fractional shares of Common Stock will be issued in
connection with the exercise of either the A or B Warrants. Upon exercise, the
Company will pay the holder the value of any such fractional shares in cash,
based upon the market value of the Common Stock at such time.
Unless extended by the Company at its discretion, the Redeemable Warrants
will expire at 5:00 p.m., New York time, on November 9, 2001. In the event a
holder of Redeemable Warrants fails to exercise the Redeemable Warrants prior
to their expiration, the Redeemable Warrants will expire and the holder
thereof will have no further rights with respect to the Redeemable Warrants.
The Company may redeem the A Warrants with the Underwriters' prior
consent, at a price of $.01 per A Warrant, at any time once they become
exercisable upon not less than 30 days prior written notice if the last sale
price of the Common Stock has been at least $4.50 per share for the 20
consecutive trading days ending on the third day prior to the date on which
the notice is given. The B Warrant may be redeemed on the same terms provided
the sale price has been at least $6.00 for such time.
No Redeemable Warrants will be exercisable unless at the time of exercise
there is a current prospectus covering the shares of Common Stock issuable
upon exercise of such Redeemable Warrants under an effective registration
statement filed with the Commission and such shares have been qualified for
sale or are exempt from qualification under the securities laws of the state
of residence of the holder of such Redeemable Warrants. Although the Company
intends to maintain a current prospectus relating thereto until the expiration
of the Redeemable Warrants, subject to the terms of the Warrant Agreement,
there can be no assurance that it will be able to do so.
A holder of Redeemable Warrants will not have any rights, privileges, or
liabilities as a stockholder of the Company prior to exercise of the
Redeemable Warrants. The Company is required to keep available a sufficient
number of authorized shares of Common Stock to permit exercise of the
Redeemable Warrants.
The exercise price of the Redeemable Warrants and the number of shares
issuable upon exercise of the Redeemable Warrants are subject to adjustment
under certain circumstances, such as stock dividends, stock splits,
combinations, subdivisions and reclassifications. No assurance can be given
that the market price of the Common Stock will exceed the exercise price of
the Redeemable Warrants at any time during the exercise period.
PRIVATE WARRANTS
During the period between December, 1992 and August, 1995, the Company
completed various private placements. As part of the securities sold, the
Company issued 1,279,250 warrants to investors exercisable at $1.50, of which
300,000 underlying shares are being registered herein.
10
<PAGE>
TRANSFER AGENT, WARRANT AGENT AND REGISTRAR
The transfer agent, warrant agent and registrar for the Common Stock and
Redeemable Warrants is Continental Stock Transfer & Trust Company, New York,
New York.
SHARES ELIGIBLE FOR FUTURE SALE
The Company has 8,772,846 shares of Common Stock outstanding, excluding
shares issuable upon exercise of outstanding options and warrants. Of such
shares of Common Stock the 2,000,000 shares sold to the public may be freely
traded without restriction or further registration under the Securities Act,
except that any shares that may be held by "affiliates" of the Company may be
sold only pursuant to a registration under the Securities Act, under Rule 144,
or any other exemption from registration available under the Securities Act.
The outstanding 8,772,846 shares of Common Stock, 1,812,583 warrants, 150,000
options, preferred stock convertible into an aggregate of 555,556 shares of
Common Stock and underlying stock thereunder outstanding prior to the date of
this Prospectus were issued in reliance upon an exemption from registration.
Of such shares of Common Stock, 3,994,745 shares would be available for sale
under Rule 144. All officers and directors, as well as certain affiliates of
the Company have agreed, however, not to sell an aggregate of 3,000,000 of
their common shares for a period of 24 months from the date hereof without the
consent of the Underwriter of the Company's initial public offering. Such
individuals have also agreed to not sell the remaining 709,745 of their shares
for a period of 18 months from the date hereof. Furthermore, unaffiliated
holders of an aggregate of 1,792,500 common shares have agreed not to sell
such shares for a period of 18 months from the date hereof.
In general, under Rule 144 as currently in effect, a stockholder (or
stockholders whose shares are aggregated) who has beneficially owned any
Restricted Shares for at least two years (including a stockholder who may be
deemed to be an affiliate of the Company), will be entitled to sell, within
any three-month period, that number of shares that does not exceed the greater
of (i) 1% of the then outstanding shares of Common Stock or (ii) the average
weekly trading volume of the Common Stock during the four calendar weeks
preceding the date on which notice of such sale is given to the Securities and
Exchange Commission, provided certain public information, manner of sale and
notice requirements are satisfied. A stockholder who is deemed to be an
affiliate of the Company, including members of the Board of Directors and
senior management of the Company, will still need to comply with the
restrictions and requirements of Rule 144, other than the two-year holding
period requirement, in order to sell shares of Common Stock that are not
unregistered securities, unless such sale is registered under the Securities
Act. A stockholder (or stockholders whose shares are aggregated) who is deemed
not to have been an affiliate of the Company at any time during the 90 days
preceding a sale by such stockholder, and who has beneficially owned
unregistered shares for at least three years, will be entitled to sell such
shares under Rule 144 without regard to the volume limitations described
above.
No prediction can be made as to the effect, if any, that future sales of
shares or the availability thereof for sale will have on the market price
prevailing from time to time.
Nevertheless, sales of substantial amounts of the Common Stock in the
date hereof the public market could adversely affect the then-prevailing
market price.
11
<PAGE>
PLAN OF DISTRIBUTION
The Selling Shareholders have advised the Company that sales of the
Common Stock may be effected from time to time in transactions in the
over-the-counter market, at market prices prevailing at the time of sale or at
negotiated prices. The Selling Shareholders may effect such transactions by
exercising their Warrants and by selling the Common Stock directly to
purchasers or to or through broker-dealers which may act as agents or
principals. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or the
purchasers of the shares for whom such broker-dealers may act as agents or to
whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). The Selling
Shareholders and any broker-dealers that act in connection with the sale of
the Common Stock might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, as amended. Each of the Selling
Shareholders is obligated to comply with certain rules promulgated by the
Securities and Exchange Commission designed to prevent manipulative and
deceptive practices, includes Rules 10b-6 and 10b-7 promulgated under the
Exchange Act. The Selling Shareholders may agree to indemnify any agent,
dealer or broker-dealer that participates in transactions involving sales of
their securities against certain liabilities, including liabilities arising
under the Securities Act.
All costs, expenses and fees in connection with the registration of the
shares underlying the Private Warrants offered by the Selling Shareholders
will be borne by the Company. Brokerage commissions, if any, attributable to
the sale of the securities offered by the Selling Shareholders will be borne
by the Selling Shareholders. The Company has agreed to indemnify the Selling
Shareholders, and the Selling Shareholders have agreed to indemnify the
Company, against certain liabilities, including liabilities under the
Securities Act.
The Company intends to issue to the holders of the Redeemable Warrants
shares of Common Stock upon the exercise thereof in accordance with the terms
of such warrants.
EXPERTS
The balance sheet as at December 31, 1995 and the statements of
operations, changes in shareholder's equity and cash flows for each of the
years in the two year period ended December 31, 1995 and from August 25, 1989
(inception) through December 31, 1995 incorporated by reference into this
Prospectus, have been included herein in reliance on the report of Richard A.
Eisner & Company, LLP, independent auditors, given on the authority of that
firm as experts in accounting and auditing. Their report includes an emphasis
paragraph relating to pending litigation.
LEGAL MATTERS
The legality of the securities offered hereby are being passed upon for
the Company by Berger & Paul, New York, New York. Members of this firm upon
completion of this offering will own an aggregate of 270,000 shares of Common
Stock.
12
<PAGE>
NO DEALER, SALESPERSON, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR BY THE UNDERWRITERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITY
OTHER THAN THE SECURITIES OFFERED BY THIS PROSPECTUS, OR AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES BY ANY PERSON IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IS
UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS SHALL NOT, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.
13
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION> PAGE
<S> <C>
Available Information..................................................................................... 2
The Company............................................................................................... 3
Recent Developments....................................................................................... 3
Risk Factors.............................................................................................. 4
Dilution.................................................................................................. 7
Use of Proceeds........................................................................................... 8
Dividend Policy........................................................................................... 8
Selling Shareholders...................................................................................... 8
Description of Securities................................................................................. 10
Shares Eligible for Future Sale........................................................................... 11
Plan of Distribution ..................................................................................... 12
Experts................................................................................................... 12
Legal Matters............................................................................................. 12
</TABLE>
JANUARY 3, 1997
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
THE DATE OF THIS PROSPECTUS IS JANUARY 3, 1996
14
<PAGE>
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an estimate of expenses to be incurred by the registrant for
the issuance and distribution of the securities being registered hereby:
<TABLE>
<CAPTION>
<S> <C>
Printing and Engraving............................................................................ $40,000.00
SEC Filing........................................................................................ 5,840.55
NASD Filing....................................................................................... 3,420.04
Accounting Fees................................................................................... 5,840.00
Legal Fees........................................................................................ 100,000.00
Blue Sky Filing and Legal Fees.................................................................... 40,000.00
Nasdaq Exchange & Listing......................................................................... 10,000.00
Miscellaneous..................................................................................... 3,239.41
---------
Total........................................................................................ $ 252,500.00
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The New York Business Corporation Law contains provisions entitling Directors
and officers to indemnification from judgments, fines, amounts paid in
settlement, and reasonable expenses, including attorney's fees for their
involvement in an action or proceeding as a Company Director of officer
provided they acted in good faith. Directors and officers, who are the subject
of an action or a proceeding in which they lose on the merits or are convicted
of a criminal act are not entitled to indemnification.
ITEM 16. EXHIBITS.
1(a) Underwriting Agreement (Form)*
1(b) Selected Dealer Agreement*
1(c) Agreement Among Underwriters (Form)
3(a) Certificate of Incorporation*
3(b) Amendment to the Certificate of Incorporation*
3(c) Amendment to Certificate of Incorporation
3(d) By-Laws*
4(a) Certificate for shares of Stock (Form)*
4(b) Certificate for Redeemable Common Stock Purchase Warrant (Form)*
4(c) Underwriters Unit Purchase Option (Form)*
5 Opinion regarding Legality*
10(a) Warrant Agreement*
10(b) Scott Consulting Agreement (Form)
10(c) Scott Merger and Acquisition Agreement (Form)*
10(d) Employment Agreement with Robert B. Whitney*
10(e) Employment Agreement with John T. Ruocco*
10(f) Lease for New York Facility*
10(g) 1995 Stock Option Plan*
10(h) Squillante Consulting Agreement*
10(i) Texas Interlock Marketing Agreement*
10(j) Boyle Marketing Agreement*
10(k) Representative Agreement*
10(l) Certified Dealer Agreement*
10(m) State Operations and Certification Center Agreement*
10(n) Retail Dealer Agreement*
10(o) Dealer/Distributor Agreement*
11 Computation of Earnings per Share*
23(a) Consent of Richard A. Eisner & Company, LLP
24(b) Consent of Counsel included as Exhibit "5"*
- ---------------
* Previously filed.
15
<PAGE>
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 hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
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.
(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 bonafide 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.
In so far 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 the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the 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.
16
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL PAGE
EXHIBITS NUMBER
- ---------- ------------------
<S> <C>
1(a) Underwriting Agreement (Form)*
1(b) Selected Dealer Agreement*
1(c) Agreement Among Underwriters (Form)
3(a) Certificate of Incorporation*
3(b) Amendment to the Certificate of Incorporation*
3(c) Amendment to Certificate of Incorporation
3(d) By-Laws*
4(a) Certificate for shares of Stock (Form)*
4(b) Certificate for Redeemable Common Stock Purchase Warrant (Form)*
4(c) Underwriters Unit Purchase Option (Form)*
5 Opinion regarding Legality*
10(a) Warrant Agreement*
10(b) Scott Consulting Agreement (Form)*
10(c) Scott Merger and Acquisition Agreement (Form)*
10(d) Employment Agreement with Robert B. Whitney*
10(e) Employment Agreement with John T. Ruocco*
10(f) Lease for New York Facility*
10(g) 1995 Stock Option Plan*
10(h) Squillante Consulting Agreement*
10(i) Texas Interlock Marketing Agreement*
10(j) Boyle Marketing Agreement*
10(k) Representative Agreement*
10(l) Certified Dealer Agreement*
10(m) State Operations and Certification Center Agreement*
10(n) Retail Dealer Agreement*
10(o) Dealer/Distributor Agreement*
11 Computation of Earnings per Share*
23(a) Consent of Richard A. Eisner & Company, LLP
24(b) Consent of Counsel included as Exhibit "5"*
</TABLE>
- ---------------
* Previously filed.
17
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated March 22, 1996 which appears in the
annual report on Form 10-KSB of Alcohol Sensors International, Ltd. for each
of the years ended December 31, 1995 and December 31, 1994 and for the period
August 25, 1989 (inception) through December 31, 1995 and to the reference
to our Firm under the caption "Experts" in the prospectus.
Richard A. Eisner & Company LLP
New York, New York
December 31, 1996
