<PAGE> 1
As filed with the Securities and Exchange Commission on October 14, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
T-NETIX, INC.
(Exact Name of Registrant as Specified in its Charter)
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COLORADO 67 INVERNESS WAY, SUITE 100 84-1037352
(State or Other Jurisdiction of ENGLEWOOD, CO 80112 (I.R.S. Employer
Incorporation or Organization) (303) 790-9111 Identification Number)
</TABLE>
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
ALVYN A. SCHOPP
67 INVERNESS WAY, SUITE 100
ENGLEWOOD, CO 80112
(303) 790-9111
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
COPIES TO:
Herbert H. Davis III, Esq.
Rothgerber Johnson & Lyons LLP
1200 Seventeenth Street, Suite 3000
Denver, CO 80202
(303) 623-9000
Approximate date of commencement of proposed sale to the public: from time
to time after this Registration Statement becomes effective.
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 of 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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CALCULATION OF REGISTRATION FEE
============================================================================================================
Proposed
Amount Maximum Proposed Maximum
Title of Shares to be Offering Price Aggregate
to be Registered Registered Per Share Offering Price
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock ........................ 4,395,473 Shares $20,329,062(1) $5,651.48(1)
============================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) on the basis of the average of the high and low
prices of the Common Stock as quoted on the Nasdaq National Market on
October 11, 1999.
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.
<PAGE> 2
PROSPECTUS
4,395,473 Shares
T-NETIX, INC.
COMMON STOCK
Certain of our shareholders have advised us that they intend to sell
from time to time up to 4,395,473 shares of our common stock, $0.01 par value
per share. No underwriter is underwriting this offering. The selling
shareholders, or their authorized transferees, may offer the shares from time
to time in one or more transactions on the Nasdaq National Market at prevailing
market prices, or in negotiated transactions at agreed upon prices, or in a
combination of such methods of sale. We will receive no part of the proceeds of
such sales. We originally issued all of the shares offered by this document in
connection with our acquisition of Gateway Technologies, Inc. That issuance of
shares was exempt from the registration requirements of the Securities Act of
1933, as amended, under Section 4(2) of the Securities Act and Regulation D
thereunder. We are registering the shares as required by an Agreement and Plan
of Merger dated February 10, 1999, which we entered into with Gateway
Technologies, Inc. and its former shareholders.
Our common stock is traded on the Nasdaq National Market under the
symbol "TNTX." We do not know the prices at which the selling shareholders will
sell any of the shares, or the commissions the selling shareholders will pay,
if any, in connection with any such sale. These prices and commissions may vary
from transaction to transaction. We will pay all expenses incident to offering
and selling the shares to the public other than any commissions and discounts
of underwriters, dealers or agents and any transfer taxes.
In this document, we will sometimes refer to T-NETIX, Inc. as simply
"T-NETIX." We will also sometimes refer to the shares being offered by this
Prospectus as the "shares," and to our common stock as the "common stock."
Our principal executive offices are located at 67 Inverness Way East,
Suite 100, Englewood, Colorado 80112; our telephone number is (303) 790-9111.
-------------------
SEE "RISK FACTORS" ON PAGES 2 TO 4 FOR A DISCUSSION OF CERTAIN FACTORS THAT YOU
SHOULD CONSIDER IN CONNECTION WITH AN INVESTMENT IN THE SECURITIES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus is dated October 14, 1999
<PAGE> 3
THE COMPANY
We provide specialized call processing services to the
telecommunications and the corrections industries. We derive our revenue from
three main sources: telecommunications services, direct call provisioning and
equipment sales. Our primary customers for telecommunications services include
AT&T, Bell Atlantic, US WEST, SBC Communications, Inc., BellSouth, MCI WorldCom
and GTE. As a direct inmate call provider, we buy "wholesale" call services and
resell them as collect calls. Equipment sales are generally made to our
telecommunications services customers. Our customers use our products and
services to provide annually over 133,000,000 billable inmate collect calls in
over 1,300 correctional institutions. Our products and services include
comprehensive transaction processing, call management and identification systems
for the corrections industry and special-purpose speech processing software and
systems. Our current products are based on proprietary software, the most
critical of which are patented or patent pending, and a combination of
proprietary and "off-the-shelf" electronic hardware. These systems are designed
to be flexible delivery platforms which are easily integrated with our
customer's networks and information systems. Our revenue stream is mostly
recurring, as a result of T-NETIX's generally charging for its services on a fee
per transaction processed basis over long-term contracts.
At June 30, 1999, our assets were $71,991,000, total shareholders'
equity was $30,301,000 and our net loss for the six month period ended June 30,
1999 was $1,209,000.
RISK FACTORS
An investment in the securities offered by this Prospectus involves a
high degree of risk. You should consider carefully the following factors, in
addition to other information contained in this Prospectus and any Prospectus
Supplement, in connection with an investment in the securities offered in this
offering.
This Prospectus contains statements which constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). The words "anticipate," "expect,"
"believe," "goal," "plan," "intend," "estimate" and similar expressions and
variations thereof used in this Prospectus are intended to specifically
identify forward-looking statements. Prospective investors are cautioned that
any such forward-looking statements are not guarantees of future performance
and involve risks and uncertainties, and that actual results may differ
materially from those projected in the forward-looking statements as a result
of various factors, including the risk factors described below. We undertake no
obligation to publicly update or revise forward-looking statements made in
this Prospectus to reflect events or circumstances after the date of this
Prospectus or to reflect the occurrence of unanticipated events.
T-NETIX DEPENDS ON A FEW MAJOR CUSTOMERS
We depend a great deal on our relationships with certain customers.
AT&T, Bell Atlantic, US WEST and SBC Communications, Inc. accounted for a
majority of our transaction fee revenue for the six-month period ended June 30,
1999. We anticipate that these customers will represent a large portion of our
transaction fee revenue in the future. The loss of any of these four customers
would have a material adverse effect on our business, operating results and
financial condition.
In addition, we rely a great deal on our customers to obtain new
contracts with correctional facilities. This limits our control over the
competitive bidding process. Our revenue growth and stability will depend in
large part on our ability to enter into new, and renew existing, contracts with
our customers. We cannot assure that we will be able to do so, or that these
customers will not enter into similar agreements with others. Termination of
one or more of these contracts could have a material adverse effect on us.
CHALLENGES OF INTEGRATING T-NETIX AND GATEWAY
T-NETIX and Gateway Technologies, Inc. ("Gateway") completed our
merger on June 14, 1999 with the expectation that the merger will result in
certain benefits. Achieving the benefits of the merger will depend in part
<PAGE> 4
on the integration of our technology, operations and personnel in a timely and
efficient manner so as to minimize the risk that the merger will result in the
loss of customers or key employees or the continued diversion of the attention
of management. Among the challenges involved in this integration is
demonstrating to our customers that the merger will not result in adverse
changes in client service standards or business focus and demonstrating to our
personnel that our business cultures are compatible. There can be no assurance
that we can be successfully integrated or that any of the anticipated benefits
will be realized, and failure to do so could have a material adverse effect on
our business, financial condition and operating results.
COMPETITION
The telecommunications industry, particularly the inmate calling
market, is highly competitive. We believe it will remain competitive. We
believe that our ability to compete in the inmate calling industry depends on
the quality and breadth of our turn-key service offering, the capability of our
technology, our ability to price our services at competitive rates, and our
relationship with key customers. Although we have a large sales force, we also
rely on our customers to market our services to correctional facilities. This
limits our control over the marketing and bidding processes. Our customers'
decisions to offer less competitive solutions could have a material adverse
effect on us.
SYSTEMS AND SERVICES MAY BECOME OBSOLETE
The telecommunications industry experiences rapid technological
advancements, frequent new service introductions and changing industry
standards. We believe that our success will depend upon our ability to
anticipate and respond to such changes. Other companies may develop
technologies, services or standards which could render our technology and
systems obsolete. In addition, as the telecommunications networks change,
especially from analog-based to digital-based systems, certain features that we
will offer may become less valuable. Also, regulatory actions affecting the
telecommunications industry may render our service offerings obsolete. There
can be no assurance that we will have sufficient technical, managerial or
financial resources to develop or acquire new technology or to introduce new
services or products that would meet customer needs in a timely fashion.
PROTECTION OF PROPRIETARY TECHNOLOGY
Our success will depend in part on our proprietary technology,
particularly in the area of three-way call prevention. We will rely on laws and
contracts to establish and protect our proprietary rights in our systems. Such
protection may not prevent competitors from developing systems with features
similar to our offerings. Although we intend to defend our intellectual
property rights vigorously, there can be no assurance that any measures taken
to defend our rights will be successful.
RISK OF INFRINGING ON EXISTING PATENTS
We believe that our systems, trademarks, and other proprietary rights
will not infringe upon anyone else's valid proprietary rights. Nevertheless,
there can be no assurance that someone else will not assert infringement claims
against us in the future. The cost of defending against assertions of patent
and trademark infringement could be material, whether or not the assertions are
valid.
THE RISKS ASSOCIATED WITH YEAR 2000 ISSUES
If we fail to resolve Year 2000 issues on or before December 31, 1999,
it could result in system failures or miscalculations. This would disrupt
operations, such as processing transactions, sending invoices, sending and/or
receiving e-mail and voice mail, or engaging in normal business activities.
Additionally, if any third parties upon whom our business relies fail to timely
resolve their Year 2000 issues, it could disrupt our payments, supply of parts
and materials, order processing and other daily operations. While we believe
our Year 2000 Project will adequately address our internal Year 2000 issues,
until we receive responses from a significant
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<PAGE> 5
number of our suppliers and customers, the overall risks associated with the
Year 2000 issue remain difficult to accurately describe and quantify. The Year
2000 issue might have a material adverse effect on us and our operations.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares.
All proceeds from the sale of the shares will be for the account of the selling
shareholders or their authorized transferees (collectively, the "Selling
Shareholders"), as described below. See "Selling Shareholders" and "Plan of
Distribution."
SELLING SHAREHOLDERS
The following table lists the Selling Shareholders for whose account
the shares are being offered, the number of shares (and percentage if greater
than one percent) of common stock held by the Selling Shareholder prior to the
offering, the number of shares being offered for the Selling Shareholder's
account, and (if greater than one percent) the percentage of the outstanding
common stock to be owned by such Selling Shareholder after completion of the
offering (see footnote 1 below):
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SHARES BENEFICIALLY
OWNED PRIOR
TO THE OFFERING
--------------------------
SHARES POSITION WITH
NAME NUMBER PERCENT OFFERED(1) T-NETIX
- ------------------------------------ ------------- ----------- ----------- -------------------------
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Irvin Wall 593,178 4.74% 593,178
James B. Franklin 593,178 4.74 593,178
W.P. Buckthal 593,178 4.74 593,178 Director
Richard E. Cree 441,561 3.53(3) 441,561 COO, Director
George B. Cree, Jr. 412,705 3.30 412,705
Keith Fowler 192,622 1.54 192,622
Harold A. Cree 175,022 1.40 175,022
Raymond E. Reid 142,816 1.14 142,816
William R. Cree 132,640 1.06 132,640
Robert B. McManus 118,031 (2) 118,031
George B. Cree III 106,814 (2) 106,814
Jack O'Boyle 81,886 (2) 81,886
R.L. Franklin 80,352 (2) 80,352
Barry D. Brown 77,724 (2)(12) 77,724 IS Director
John L. Kuhn 60,850 (2) 60,850
Diane Reid 60,706 (2) 60,706
Raymond E. Reid II 60,706 (2) 60,706 Marketing Manager
Shelley Reid 60,706 (2) 60,706
John D. McFarlen 56,969 (2)(4) 56,969 Scientist
Nancy K. Lee 56,969 (2)(5) 56,969 VP Regulatory
First National Bank of Abilene,
Trustee to the Wayne V. and Mira
Marie Ramsey Family Trust 50,448 (2) 50,448
Lavona G. Kuhn 44,110 (2) 44,110
Robert Comstock 40,300 (2)(6) 40,300 VP Engineering
Richard James Cree Trust,
Harold A. Cree, Trustee 30,129 (2) 30,129
Harold A. Kovel 19,898 (2)(7) 19,898 VP Operations
Paul A.J. Wakefield 17,470 (2)(8) 17,470
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SHARES BENEFICIALLY
OWNED PRIOR
TO THE OFFERING
--------------------------
SHARES POSITION WITH
NAME NUMBER PERCENT OFFERED(1) T-NETIX
- ------------------------------------ ------------- ----------- ----------- -------------------------
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Jonathan Bentley Cree Trust, 16,215 (2) 16,215
Richard E. Cree, Trustee Under
Trust Agreement Dated 12/6/83 16,215 (2) 16,215
Lindsey Adair Cree Trust,
Richard E. Cree, Trustee Under
Trust Agreement Dated 12/6/83
Anthony R. Hershberger 12,452 (2)(9) 12,452 Sr Support Engineer
Larry W. Batts 12,452 (2)(10) 12,452 Installation Manager
John S. Hogg, Jr. 11,435 (2)(11) 11,453 Sr Software Engineer
Ashley T. Smith 10,075 (2) 10,075
Stephen C. Smith 10,075 (2) 10,075
John J. O'Boyle, Jr. Trust 5,586 (2) 5,586
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4,395,473 35.12% 4,395,473
</TABLE>
- ----------------
(1) Assuming all of the shares are sold pursuant to this Prospectus -- see
"Plan of Distribution." Under these circumstances, none of the Selling
Shareholders will more than one percent of the outstanding common
stock after the shares are sold.
(2) Less than one percent.
(3) Includes options to purchase 176,046 shares of T-NETIX stock.
(4) Includes options to purchase 21,309 shares of T-NETIX stock.
(5) Includes options to purchase 21,304 shares of T-NETIX stock.
(6) Includes options to purchase 40,300 shares of T-NETIX stock.
(7) Includes options to purchase 19,092 shares of T-NETIX stock.
(8) Includes options to purchase 9,501 shares of T-NETIX stock.
(9) Includes options to purchase 2,332 shares of T-NETIX stock.
(10) Includes options to purchase 2,332 shares of T-NETIX stock.
(11) Includes options to purchase 11,435 shares of T-NETIX stock.
(12) Includes options to purchase 44,139 shares of T-NETIX stock.
The information in this table with respect to the percentage of
outstanding common stock is based on the assumption that the number of
outstanding shares of common stock does not increase or decrease from
4,395,473, the number of shares of common stock used to prepare this table as
of the date of this Prospectus, and does not include outstanding stock options.
We may amend or supplement this Prospectus to update the disclosure set forth
herein.
PLAN OF DISTRIBUTION
The shares covered by this Prospectus may be offered and sold from
time to time by the Selling Shareholders. Each Selling Shareholder will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. The Selling Shareholders may sell the shares
being offered on the Nasdaq National Market, or otherwise, at prices and under
terms then prevailing or at prices related to the then current market price or
at negotiated prices. The shares may be sold by one or more of the following
means of distribution:
o a block-trade in which a broker-dealer will attempt to sell shares
as agent, but may position and resell a portion of the block as
principal to facilitate the transaction;
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<PAGE> 7
o purchases by a broker-dealer as principal and resale by a
broker-dealer for its own account pursuant to this Prospectus;
o an over-the-counter distribution in accordance with the rules of
the Nasdaq National Market;
o ordinary brokerage transactions and transactions in which the
brokers solicit purchasers and
o in privately negotiated transactions.
To the extent required, this Prospectus may be amended and supplemented from
time to time to describe a specific plan of distribution. In connection with
distribution of the shares or otherwise, the Selling Shareholders may enter
into hedging transactions with broker-dealers or other financial institutions.
In connection with such transactions, broker-dealers or other financial
institutions may engage in short sales of our common stock in the course of
hedging the positions they assume with the Selling Shareholders. The Selling
Shareholders may also sell our common stock short and redeliver the shares to
close out such short positions. The Selling Shareholders may also enter into
options or other transactions with broker-dealers or other financial
institutions which require the delivery to a broker-dealer or other financial
institution of the shares offered, which shares the broker-dealer or other
financial institution may resell pursuant to this Prospectus (as supplemented
or amended to reflect such transaction). The Selling Shareholders may also
pledge shares to a broker-dealer or other financial institution, and, upon a
default, such broker-dealer or other financial institution may effect sales of
the pledged shares pursuant to this Prospectus (as supplemented or amended to
reflect such transaction). In addition, any shares that qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus.
In effecting sales, brokers, dealers or agents engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate. Brokers,
dealers or agents may receive commissions, discounts or concessions from the
Selling Shareholders in amounts to be negotiated prior to the sale. The brokers
or dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Act in connection with these sales,
and any commissions, discounts or concessions may be deemed to be underwriting
discounts or commissions under the Act. We will pay all expenses incident to
the offering and sale of the shares to the public other than any commissions
and discounts of underwriters, dealers or agents and any transfer taxes.
In order to comply with the securities laws of certain states, if
applicable, the shares must be sold in those jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
shares may not be sold unless they have been registered or qualified for sale
in the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
We have agreed with the Selling Shareholders to keep the registration
statement of which this Prospectus constitutes a part effective until the date
on which all of the shares may immediately be sold to the public without
registration pursuant to Rule 144(k) under the Act.
LEGAL MATTERS
The validity of the issuance of the shares of common stock offered
hereby has been passed upon for us by Rothgerber Johnson & Lyons LLP, Denver,
Colorado.
EXPERTS
The financial statements of T-NETIX, Inc. as of July 31, 1998 and 1997
and for each of the years in the three-year period ended July 31, 1998, and the
related financial statement schedules, have been incorporated by reference
herein and in the Registration Statement in reliance upon the reports of KPMG
LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
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<PAGE> 8
The financial statements of Gateway Technologies, Inc. as of December
31, 1998 and 1997 and for each of the years in the three-year period ended
December 31, 1998 have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of KPMG, LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission a
Registration Statement under the Securities Act, which registers the common
stock being offered by this Prospectus. The Registration Statement, including
its attached exhibits and schedules, contains additional relevant information
about us and our common stock. The rules and regulations of the Commission
allow us to omit certain information included in the Registration Statement
from this Prospectus. Such additional information is available for inspection
and copying at the offices of the Commission.
We file annual, quarterly and current reports, proxy statements and
other information with the Commission. You may read and copy any reports,
statements or other information that we file at the following locations of the
Commission:
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Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 13th Floor 500 West Madison Street
Washington, D.C. 20549 New York, NY 10048 Suite 1400
Chicago, IL 60661
</TABLE>
Please call the Commission at 1-800-SEC-0330 for further information.
Our public filings are also available from commercial document retrieval
services and at the Internet web site maintained by the Commission at
http://www.sec.gov.
The Commission allows us to "incorporate by reference" information
into this Prospectus, which means that we can disclose important information to
investors by referring them to another document filed separately with the
Commission. The information incorporated by reference is deemed to be part of
this Prospectus, except for any information superseded by information contained
directly in this document. This Prospectus incorporates by reference the
documents set forth below that we have previously filed with the Commission.
These documents contain important information about us and our financial
condition.
T-NETIX Commission Filings (File No. 0-25016):
Annual Report on Form 10-K for the year ended July 31, 1998.
Amendment No. 1 to Form 10-K for the year ended July 31, 1998.
Amendment No. 2 to Form 10-K for the year ended July 31, 1998.
Quarterly Report on Form 10-Q for the quarter ended October 31, 1998.
Amendment No. 1 to Form 10-Q for the quarter ended October 31, 1998.
Transition Report on Form 10-QT for the Transitional Period from
August 1, 1998 to December 31, 1998.
Amendment No. 1 to Form 10-QT for the Transitional Period from
August 1, 1998 to December 31, 1998.
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Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.
Quarterly Report on Form 10-Q for the quarter ended June 30, 1999.
Current Report on Form 8-K dated December 31, 1998.
Amendment No. 1 to Current Report on Form 8-K dated December 31, 1998.
Amendment No. 2 to Current Report on Form 8-K dated December 31, 1998.
Current Report on Form 8-K dated February 11, 1999.
Current Report on Form 8-K dated June 14, 1999.
Definitive Proxy Statement, Schedule 14A filed with the Commission on
May 13, 1999.
Description of the common stock contained in the Company's
Registration Statement on Form 8-A, Registration No. 0-25016, filed by
the Company under Section 12 of the Exchange Act.
Additional documents that we may file with the Commission between the
date of this Prospectus and the date this offering is terminated are also
incorporated by reference. These include any periodic reports, such as Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K, as well as any proxy statements.
You can obtain any of the documents incorporated by reference in, but
not included with, this Prospectus from us without charge, excluding all
exhibits unless we have specifically incorporated by reference an exhibit in
this Prospectus, by requesting them in writing or by telephone from the
following address:
T-NETIX, Inc.
Attn: John Giannaula, Corporate Secretary
67 Inverness Way East, Suite 100
Englewood, Colorado 80112
Telephone: (303) 790-9111
7
<PAGE> 10
===============================================================================
WE HAVE NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ABOUT THE COMPANY THAT IS DIFFERENT FROM, OR IN ADDITION TO,
THAT CONTAINED IN THIS PROSPECTUS. THEREFORE, IF ANYONE DOES GIVE YOU
INFORMATION OF THIS SORT, YOU SHOULD NOT RELY ON IT. IF YOU ARE IN A
JURISDICTION WHERE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY,
ANY OF THE SECURITIES OFFERED BY THIS PROSPECTUS IS UNLAWFUL, OR IF YOU ARE A
PERSON TO WHOM IT IS UNLAWFUL TO DIRECT THESE KINDS OF ACTIVITIES, THE OFFER
PRESENTED IN THIS PROSPECTUS DOES NOT EXTEND TO YOU. THIS PROSPECTUS SPEAKS
ONLY AS OF THE DATE OF THIS PROSPECTUS UNLESS THE INFORMATION SPECIFICALLY
INDICATES THAT ANOTHER DATE APPLIES.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
The Company.................................................................2
Risk Factors................................................................2
Use of Proceeds.............................................................3
Selling Shareholders........................................................3
Plan of Distribution........................................................4
Legal Matters...............................................................5
Experts.....................................................................5
Where You Can Find More Information.........................................6
</TABLE>
===============================================================================
===============================================================================
T-NETIX, INC.
4,395,473
COMMON STOCK
----------------
P R O S P E C T U S
----------------
October 13, 1999
===============================================================================
<PAGE> 11
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of the offering (except for Commission filing
fees), all of which are to be borne by us, are as follows:
<TABLE>
<S> <C>
Printing Expenses............................ $ 1,000
Accounting Fees and Expenses................. 7,500
Legal Fees and Expense....................... 5,000
Commission Filing Fee........................ 5,652
--------
TOTAL........................................ $ 19,152
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 7-109-101 et seq. of the Colorado Business Corporation Act
empowers a Colorado corporation to indemnify its directors, officers, employees
and agents under certain circumstance, as well as providing for the elimination
of personal liability of directors and officers of a Colorado corporation for
monetary damages.
Article IX(A) of the Articles of Incorporation of the Registrant reads
as follows:
"To the fullest extent permitted by the laws of the State of Colorado,
as the same now exists or may hereafter be amended, the Corporation shall
indemnify its directors and officers. Other employees, trustees and agents of
the Corporation may be indemnified by the Corporation upon such terms and
conditions consistent with applicable law, as the board of directors deems
appropriate."
Article IX(G) of the Articles of Incorporation of the Registrant reads
as follows:
"To the fullest extent permitted by the laws of the State of Colorado,
as the same now exists or may hereafter be amended, no director of the
Corporation shall be personally liable to the Corporation or to its
shareholders for monetary damages for breach of fiduciary duty as a director."
ITEM 16. EXHIBITS.
The following Exhibits are filed as a part of this Registration
Statement pursuant to Item 601 of Regulation S-K:
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<CAPTION>
Exhibit
Number
-------
<S> <C>
4.1 Form of Certificate representing the common stock, par value
$0.01 per share, of the Company -- incorporated by reference
from Form 10-K for the year ended July 31, 1995.
4.2 The Company's Amended and Restated Articles of Incorporation
-- incorporated by reference from Exhibit 3.2 of the
Company's Form 10-K for the year ended July 31, 1998.
5.1* Legal Opinion of Rothgerber Johnson & Lyons LLP
23.1* Consent of Rothgerber Johnson & Lyons LLP (included in
Exhibit 5.1 hereto)
</TABLE>
II-1
<PAGE> 12
<TABLE>
<S> <C>
23.2* Consent of independent accountants
23.3* Consent of independent accountants
24.1* Power of Attorney (included on signature page attached
hereto)
</TABLE>
- -----------------------
*Filed herewith
ITEM 17. UNDERTAKINGS.
(a) 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 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 purposes 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.
(b) The undersigned registrant hereby undertakes 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 the
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling 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.
II-2
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Englewood, State of Colorado, on October 13,
1999.
T-NETIX, INC.
By: /s/ Alvyn A. Schopp
---------------------------------
Alvyn A. Schopp, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Alvyn A. Schopp and John Giannaula and each of them, as attorneys-in-fact, each
with the power of substitution, for him in any and all capacities, to sign any
amendments to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting to said attorney-in-fact, and each of them, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact, or any one of them, or their or his substitute or
substitutes, may lawfully do or causes to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Alvyn A. Schopp President/Chief Executive Officer/ October 13, 1999
- --------------------------------------------- Director
Alvyn A. Schopp
/s/ John Giannaula Vice President of Finance/Secretary October 13, 1999
- --------------------------------------------- (Principal Accounting and
John Giannaula Financial Officer)
/s/ Richard E. Cree Chief Operating Officer/Director October 13, 1999
- ---------------------------------------------
Richard E. Cree
/s/ Daniel M. Carney Chairman of the Board October 13, 1999
- ---------------------------------------------
Daniel M. Carney
- ---------------------------------------------- Director
Robert A. Geist
</TABLE>
II-3
<PAGE> 14
<TABLE>
<S> <C> <C>
/s/ Martin T. Hart Director October 13, 1999
- ----------------------------------------------
Martin T. Hart
/s/ Daniel J. Taylor Director October 13, 1999
- ----------------------------------------------
Daniel J. Taylor
</TABLE>
II-4
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
4.1 Form of Certificate representing the common stock, par value
$0.01 per share, of the Company -- incorporated by reference from
Form 10-K for the year ended July 31, 1995.
4.2 The Company's Amended and Restated Articles of Incorporation --
incorporated by reference from Exhibit 3.2 of the Company's Form
10-K for the year ended July 31, 1998.
5.1* Legal Opinion of Rothgerber Johnson & Lyons LLP
23.1* Consent of Rothgerber Johnson & Lyons LLP (included in Exhibit
5.1 hereto)
23.2* Consent of independent accountants
23.3* Consent of independent accountants
24.1* Power of Attorney (included on signature page attached hereto)
</TABLE>
- -----------------------
*Filed herewith
<PAGE> 1
Exhibit 5.1
October 13, 1999
T-NETIX, Inc.
67 Inverness Way, Suite 100
Englewood, Colorado 80112
Ladies and Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-3 (the "Registration Statement") which is expected to be
filed by T-NETIX, Inc. (the "Company") on or about October 13, 1999, with
respect to the offer and sale of 4,395,473 shares of common stock, $0.01 par
value, issued by the Company in connection with the acquisition of Gateway
Technologies, Inc. (the "Acquired Company") pursuant to that certain Agreement
and Plan of Merger dated February 10, 1999, among the Company, the Acquired
Company and the former shareholders of the Acquired Company, as described in
the Registration Statement.
We have reviewed such corporate documents and have made such
investigation of Colorado law as we have deemed necessary under the
circumstances. Based on that review and investigation, it is our opinion that
when the shares referred to above have been duly authorized and issued, and are
fully paid and nonassessable.
We consent to the use by the Company, in the Registration Statement,
of our name and the statement with respect to our firm under the heading of
"Legal Matters" in the Registration Statement.
Sincerely yours,
ROTHGERBER JOHNSON & LYONS LLP
/s/ Rothgerber Johnson & Lyons LLP
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
T-NETIX, Inc. on Form S-3 of our report dated October 18, 1998, with respect to
the consolidated balance sheets of T-NETIX, Inc. and subsidiaries as of July
31, 1998 and 1997, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the years in the three-year
period ending July 31, 1998, which report appears in the Annual Report on Form
10-K of T-NETIX, Inc. and to the reference to our firm under the heading
"Experts" in the Prospectus.
/s/ KPMG LLP
Denver, Colorado
October 13, 1999
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Gateway Technologies, Inc. on Form S-3 of our report dated February 26, 1999,
with respect to the consolidated balance sheets as of December 31, 1998 and
1997, and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the years in the three-year period ending
December 31, 1998, which report appears in the definitive proxy statement,
schedule 14A of T-NETIX, Inc. dated February 26, 1999 and to the reference to
our firm under the heading "Experts" in the Prospectus.
/s/ KPMG LLP
Dallas, Texas
October 13, 1999
