<PAGE>
As filed with the Securities and Exchange Commission on May 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
---------------
AVT Corporation
(Exact name of registrant as specified in its charter)
---------------
<TABLE>
<CAPTION>
Washington 91-1190035
<S> <C>
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
</TABLE>
11410 N.E. 122nd Way
Kirkland, Washington 98034
(425) 820-6000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------
ROGER A. FUKAI
Chief Financial Officer
11410 N.E. 122nd Way
Kirkland, Washington 98034
(425) 820-6000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
LINDA A. SCHOEMAKER
Perkins Coie LLP
1201 Third Avenue, 48th Floor
Seattle, Washington 98101-3099
(206) 583-8888
---------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable 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 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, 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 of 1933, 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
<TABLE>
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<CAPTION>
Proposed Proposed
Title of Each Class of Amount Maximum Maximum Amount of
Securities to Be to Be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share........ 1,596,498 $26.72 $42,658,426.56 $11,860.00
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</TABLE>
(1) Estimated solely for the purpose of computing the registration fee
required by Section 6(b) of the Securities Act and computed pursuant to
Rule 457(c) under the Securities Act based upon the average of the high
and low sales prices of the common stock of AVT on May 12, 1999, as
reported on the Nasdaq National Market.
---------------
The registrant hereby undertakes to amend 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 this Registration
Statement shall become effective on such date as the SEC, acting pursuant to
said Section 8(a), may determine.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. The +
+selling shareholders may not sell these securities until the registration +
+statement filed with the Securities and Exchange Commission is effective. +
+This prospectus is not an offer to sell these securities and is not +
+soliciting an offer to buy these securities in any state where the offer of +
+sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to completion, dated May 14, 1999
1,596,498 Shares
[LOGO OF AVT CORPORATION]
AVT Corporation
Common Stock
------------
Certain shareholders of AVT may offer for sale up to 1,596,498 shares of
common stock at various times at market prices prevailing at the time of sale
or at privately negotiated prices. The selling shareholders may sell the common
stock to or through broker-dealers, who may receive compensation in the form of
discounts, concessions or commissions.
AVT will not receive any proceeds from the sale of the shares by the selling
shareholders. AVT will pay all expenses (other than selling commissions and
fees and stock transfer taxes) of the registration and sale of the shares.
The common stock trades on the Nasdaq National Market under the symbol
"AVTC." On May 13, 1999, the last reported sales price of the common stock on
Nasdaq was $27.25 per share.
Investing in the common stock involves a high degree of risk. See "Risk
Factors" beginning on page 4.
------------
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.
------------
The date of this prospectus is May , 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Forward-Looking Information................................................ 2
How to Obtain More Information............................................. 2
The Company................................................................ 3
Risk Factors............................................................... 4
Selling Shareholders....................................................... 8
Plan of Distribution....................................................... 10
Validity of Common Stock................................................... 10
Experts.................................................................... 10
</TABLE>
We have not authorized any person to give you any information or to make any
representations other than those contained in this prospectus. You should not
rely on any information or representations other than this prospectus. This
prospectus is not an offer to sell or a solicitation of an offer to buy any
securities other than the common stock. It is not an offer to sell or a
solicitation of an offer to buy securities if the offer or solicitation would
be unlawful. The affairs of AVT may have changed since the date of this
prospectus. You should not assume that the information in this prospectus is
correct at any time subsequent to its date.
<PAGE>
FORWARD-LOOKING INFORMATION
This prospectus includes "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. The Act provides a "safe
harbor" for forward-looking statements to encourage companies to provide
prospective information about themselves so long as they identify these
statements as forward-looking and provide meaningful cautionary statements
identifying important factors that could cause actual results to differ from
the projected results. All statements other than statements of historical fact
we make in this Prospectus or in any document incorporated by reference are
forward-looking. In particular, the statements herein regarding industry
prospects and our future results of operations or financial position are
forward-looking statements. Forward-looking statements reflect our current
expectations and are inherently uncertain. Our actual results may differ
significantly from our expectations. The section entitled "Risk Factors"
describes some, but not all, of the factors that could cause these
differences.
HOW TO OBTAIN MORE INFORMATION
We file reports, proxy statements and other information with the Securities
and Exchange Commission. You may read any document we file at the SEC's public
reference rooms in Washington, D.C., Chicago, Illinois, and New York, New
York. Please call the SEC toll-free at 1-800-SEC-0330 for information about
its public reference rooms. You may also read our filings at the SEC's web
site at http://www.sec.gov.
We have filed with the SEC a registration statement on Form S-3 under the
Securities Act. This prospectus does not contain all the information in the
registration statement. We have omitted certain parts of the registration
statement, as permitted by the rules and regulations of the SEC. You may
inspect and copy the registration statement, including exhibits, at the SEC's
public reference facilities or web site. Our statements in this prospectus
about the contents of any contract or other document are not necessarily
complete. You should refer to the copy of each contract or other document we
have filed as an exhibit to the registration statement for complete
information.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with it. This means that we can disclose important
information to you by referring you to those documents. The information we
incorporate by reference is considered a part of this prospectus, and later
information we file with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934 until this offering is completed:
1. AVT's Annual Report on Form 10-K for the year ended December 31, 1998;
2. AVT's Quarterly Report on Form 10-Q for the quarterly period ended March
31, 1999;
3. AVT's Current Report on Form 8-K and Form 8-K/A (Amendment No. 1) filed
with the SEC on April 14, 1999 and May , 1999, respectively;
4. AVT's Proxy Statement, dated April 12, 1999, for its 1999 Annual Meeting
of Shareholders;
5. The description of AVT's common stock contained in the Registration
Statement on Form 8-A filed with the SEC on November 11, 1994, under
Section 12 of the Exchange Act, including any amendments or reports
filed for the purpose of updating such descriptions; and
6. All other documents filed by AVT pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this prospectus and prior to
the termination of this offering.
You may obtain copies of these documents (other than exhibits) free of
charge by contacting AVT's corporate secretary at our principal offices, which
are located at 11410 N.E. 122nd Way, Kirkland, Washington 98034, telephone
number (425) 820-6000.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. The selling
shareholders are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the information in this
prospectus or any prospectus supplement is accurate as of any date other than
the date on the front of the document.
2
<PAGE>
THE COMPANY
AVT Corporation is a leading provider of software-based computer-telephony
solutions for medium-sized enterprises. These solutions are designed to
enhance individual and work group productivity, improve customer service,
reduce business operating costs and simplify information access and
dissemination. Our products provide enhanced voice and data integration
through applications such as unified voice and data messaging, call center
management, interactive voice response and document distribution. Our key
products are multi-application computer-telephony platforms that run on off-
the-shelf hardware, support Windows NT and OS/2, and interface with a wide
variety of telephony and computer equipment. We also offer add-on modules and
software upgrades that provide increased capacity and functionality.
AVT's expertise with both computer and telephony architectures enables AVT
to bring to market innovative software-based solutions that unify and exchange
information on and between the telephone and computer. Our telephony-oriented
product lines serve the messaging and call center markets and focus on voice
and call processing, unified messaging, interactive voice response, personal
and work group call management and call center productivity applications. Our
computer-oriented product lines target the fax server and production fax
markets and focus on high-performance fax processing and unified messaging, as
well as Internet, corporate intranet and phone-based information access.
We sell our products primarily through an indirect channel of resellers and
distributors, as well as through direct sales and OEM and private label
agreements. Computer-telephony applications generally are purchased in
conjunction with, or as upgrades to, telephone systems or computer network
systems. Accordingly, while our product lines all provide computer-telephony
functionality, we tailor our telephony-oriented and computer-oriented products
for the distinct distribution channels that market these systems.
AVT was incorporated in the state of Washington in 1982. Our headquarters
are located at 11410 N.E. 122nd Way, Kirkland, Washington 98034, and our
telephone number is (425) 820-6000.
3
<PAGE>
RISK FACTORS
Our operating results fluctuate from quarter to quarter, which could cause our
operating results to fall below expectations of securities analysts and
investors.
We expect our operating results to fluctuate significantly from quarter to
quarter in the future. Because of these fluctuations, our operating results
for a particular quarter may fall below the expectations of securities
analysts and investors. If this occurs, the trading price of our stock may
decline.
We believe period-to-period comparisons of our operating results are not
meaningful. Numerous factors contribute to the unpredictability of our
operating results, including
. the timing of customer orders;
. changes in our mix of products and distribution channels;
. the announcement or introduction of new products by us or our
competitors;
. pricing pressures; and
. general economic conditions.
The timing of customer orders can cause significant variations in quarterly
results of operations. Historically, we have operated with little or no
backlog. We earn almost all our revenues in each quarter from orders received
in that quarter. We base product development and other operating expenses on
our expected revenues. Because our expenses are relatively fixed in the short
term, we may be unable to adjust our spending in time to compensate for any
unexpected shortfall in quarterly revenues.
Changes in the mix of products we sell can also cause our operating results
to fluctuate from quarter to quarter. For example, shifts between fully
integrated systems and software kits result in fluctuations in gross margins
because fully integrated systems generate higher revenue per unit but have
lower margins due to their hardware component.
Our operating results may vary by season, which could cause our operating
results to fall below expectations of securities analysts and investors.
Our results of operations may fluctuate as a result of seasonal factors, and
this may cause our operating results to fall below expectations of securities
analysts and investors for a particular quarter. Specifically, due to typical
year-end dealer sales patterns and end-user buying patterns, net sales in our
first quarter, without taking into account the effect of acquisitions, have in
the past declined from the fourth quarter of the previous year.
We rely heavily on independent equipment dealers and value-added resellers.
A substantial majority of our net sales depends on a network of independent
telephone equipment dealers and computer-oriented value-added resellers. There
is intense competition for the attention of these independent dealers and
resellers from our competitors and from providers of other products
distributed through these channels. Many of these dealers and resellers do not
have the financial resources to withstand a downturn in their businesses. We
may not be able to maintain or expand our network of dealers and resellers in
the future. Moreover, our dealers and resellers may not maintain or expand
their present level of efforts to sell our products. If we lose a major dealer
or reseller, or if our dealers and resellers lose interest in selling our
products, our business, results of operations and financial condition may
suffer.
The integration of recent and any future acquisitions may be difficult and
disruptive.
We frequently evaluate potential acquisitions of products, technologies and
businesses. Since January 1996, we have made four strategic acquisitions. Our
recent and any future acquisitions may direct management's
4
<PAGE>
attention away from the day-to-day operations of our business and may pose
numerous other risks. For instance, we may not be able to successfully
integrate any technologies, products, personnel or operations of companies
that we may acquire.
In making acquisitions, we may need to make dilutive issuances of our equity
securities, incur debt, write off purchased, in-process research and
development and amortize expenses related to goodwill and other intangible
assets.
Technology and customer needs change rapidly in our industry.
In our industry, technology and customer demands change rapidly, and we and
our competitors frequently introduce new products and features. To succeed, we
must identify, develop and market new products and features that satisfy those
changing customer needs and keep pace with those technological developments.
To do this, we must spend substantial funds on product development. We have
already devoted significant resources to technologies that we anticipate will
be widely adopted, such as Windows NT. However, we may not be able to develop
new products or product enhancements on a timely basis. Even if we do, the
market may not accept the new products or product enhancements that we
develop.
Our market is highly competitive.
The computer-telephony market is highly competitive. Moreover, we believe
the competitive pressures we face are likely to intensify, particularly as our
competitors make new offerings based on the Windows NT operating system.
In the telephony-oriented market for messaging systems, our principal
competitors are independent suppliers such as the Octel Messaging Division of
Lucent Technologies, Inc., Mitel Corporation, Active Voice Corporation, Voysys
Corporation and Callware Technologies, Inc. In the call center systems market,
our principal competitors are manufacturers such as Aspect Telecommunications
Corporation and Rockwell International Corporation.
In addition to independent suppliers of computer-telephony solutions, we
also compete with private branch exchange and key telephone systems
manufacturers. Those manufacturers offer integrated voice messaging systems,
unified messaging systems and automatic call distribution systems of their own
design or under various OEM agreements. Competitors in this category include
Lucent Technologies, Inc., Northern Telecom Ltd., Siemens Business
Communication Systems, Inc., Executone Information Systems, Inc., Panasonic
Communications and Systems Co., NEC America, Inc. and Toshiba America
Information Systems, Inc.
In the market for LAN-based facsimile systems, our principal competitors are
Omtool, Ltd., Optus Software, Inc., Esker, S.A. and Computer Associates
International, Inc. Our fax server products also compete with vendors offering a
range of alternative facsimile solutions, including operating systems containing
facsimile and document transmission features, low-end fax modem products,
desktop fax software, single-platform facsimile software products and customized
proprietary software solutions. In the market for production facsimile systems,
our principal competitors are Biscom, Inc., Esker, S.A. and Topcall
International AG. In the market for document distribution products, our
principal competitors include Expedite, Inc. and other telecommunications
providers such as AT&T Corp., MCI WorldCom, Inc. and Cable & Wireless, Inc.
Further acceptance of open systems architectures and the development of
industry standards in the call processing market may eliminate some of the
technical barriers to entry, allowing additional competitors to enter the
market. Many of our existing competitors have larger customer and installed
bases and substantially greater technical, financial and marketing resources
than we do. In addition, some of our competitors have a marketing advantage
because they can sell their call processing equipment or facsimile solutions
as part of their broader product offerings. We expect our competitors will
continue to offer improved product technologies and capabilities. The
availability of these products could cause sales of our existing products to
decline. For these reasons, we may be unable to compete successfully against
our current and future competitors.
5
<PAGE>
Our average sales prices have declined for some of our products.
The average sales prices in our basic voice messaging products have declined
due to competitive pressures. In the future, prices may decline in some of our
other product lines. If the average sales prices of our more significant
product lines fall, our overall gross margins will likely fall. To offset and
forestall declining average sales prices, we must continue to develop product
enhancements and new products with advanced features that are likely to
generate higher-margin incremental revenue. If we are unable to do so in a
timely manner or if our products do not achieve significant customer
acceptance, our business, results of operations and financial condition may
suffer.
We may be unable to adequately protect our proprietary rights.
To succeed, we must adequately protect our proprietary technology. We rely
on a combination of patent, copyright, trademark and trade secret laws,
nondisclosure and other agreements and technical measures to protect our
proprietary technology, but those measures may be insufficient. We have one
patent in the area of unified messaging, but our competitors may challenge or
circumvent the claims in that patent. Our current patent, or any future
patents, may never provide us with any competitive advantages. Other measures
that we take to protect our proprietary technology may not prevent or deter
misappropriation of our technology or the development of technologies with
similar characteristics. Moreover, our use of open systems architecture in the
design of our products may make it easier for competitors to misappropriate or
replicate our designs and developments.
We may face liability for infringement of third-party proprietary rights.
Historically, competitors in the computer-telephony software industry have
filed numerous allegations of patent infringement, resulting in considerable
litigation. We have received claims of patent infringement from several
parties and will probably receive additional claims in the future. While none
of those claims has led to litigation, they may yet result in litigation. Any
litigation, regardless of our success, would probably be costly and require
significant time and attention of our key management and technical personnel.
Litigation could also force us to
. stop or delay selling, or using, products that use the challenged
intellectual property;
. pay damages for infringement;
. obtain licenses, which may be unavailable on acceptable terms; or
. redesign products or services that use the infringing technology.
We face risks from expansion of our international operations.
Our growth depends in part on continued expansion of our international
sales. International sales generated approximately 18%, 21% and 18% of our net
sales in the years ended December 31, 1996, 1997 and 1998, respectively. We
have spent significant management attention and financial resources on our
international operations. A significant portion of our revenues are subject to
the risks associated with international sales, which include
. difficulty adapting products to local languages and telephone system
technology;
. inability to respond to changes in regulatory requirements;
. inability to meet special standards requirements;
. exposure to exchange rate fluctuations;
. tariffs and other trade barriers;
. difficulties in staffing and managing international operations;
6
<PAGE>
. potentially adverse tax consequences; and
. uncertainties arising from local business practices and cultural
considerations.
Currently, substantially all of our international sales are denominated in
U.S. dollars. Increases in the value of the dollar against local currency
could cause our products to become relatively more expensive to customers in a
particular country, leading to reduced sales or profitability in that country.
As we continue to expand our international operations, we expect our non-
dollar-denominated sales and our exposure to gains and losses on international
currency transactions to increase. We do not currently engage in transactions
to hedge against the risk of currency fluctuations, but we may do so in the
future.
We depend on certain key employees.
To succeed, we must attract and retain key personnel in engineering,
research and development, marketing, sales, finance and administration. In
particular, we depend to a significant degree on the efforts of our senior
management team. Competition for skilled personnel is intense. The failure to
recruit such personnel or the loss of the services of existing key persons in
any functional area could adversely affect our current operations and new
product development efforts. We do not maintain material key person life
insurance.
We may experience difficulties in managing our growth.
Growth in our business has placed, and will continue to place, significant
demands on our management and operations. To succeed, our officers and key
employees must manage growth successfully. We must continue to implement and
improve our operational, financial and management information systems. In
addition, we must expand the number of, train and manage our employees. We may
be unable to timely and successfully accomplish these tasks.
We depend on third parties for certain key components of our products.
We use standard computer hardware for our products. Most of the components
we use are readily available. However, only three domestic suppliers can
provide voice processing circuit boards in the quantities we need. In
addition, only two domestic suppliers can provide our facsimile processing
circuit boards in the quantity we require. Historically, we have relied almost
exclusively on Dialogic Corporation for our voice cards, and on Dialogic and
Brooktrout Technologies, Inc. for our fax cards. We rely on those suppliers
primarily because of volume price discounts and the cost and effort required
to develop software for an alternate voice or fax card. Significant delays,
interruptions or reductions in our supply of voice or fax cards, or
unfavorable changes to price and delivery terms could adversely affect our
business.
Our stock price may be highly volatile.
The market price of our common stock has been, and may continue to be,
highly volatile. The future price of the common stock will fluctuate in
response to factors such as
. new product announcements or changes in product pricing policies by us or
our competitors;
. quarterly fluctuations in our operating results;
. announcements of technical innovations;
. announcements relating to strategic relationships or acquisitions;
. changes in earnings estimates by securities analysts; and
. general conditions in the computer-telephony market.
In addition, the market prices of securities issued by many companies,
particularly in high-technology industries, are volatile for reasons unrelated
to the operating performance of the specific companies. These broad market
fluctuations may adversely affect the market price of our common stock.
7
<PAGE>
SELLING SHAREHOLDERS
The following table presents information regarding the selling shareholders
and the number of shares they may offer by this prospectus. Most of the
selling shareholders listed below received their shares of AVT common stock in
connection with the acquisition by AVT of MediaTel Corporation, whereby the
selling shareholders exchanged their shares of MediaTel Corporation for shares
of AVT. As noted in the footnotes to the table, a portion of the shares that
may be offered by this prospectus are shares that the noted selling
shareholders have acquired by exercising options.
Except as described in the footnotes to the table, none of the selling
shareholders has held a position or office or had a material relationship with
AVT or any of its affiliates within the past three years other than as a
result of the ownership of AVT's common stock.
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Prior to Shares That Owned After
Name of Shareholder Offering(1) May Be Sold Offering(2)
------------------- ------------------- ----------- -------------------
<S> <C> <C> <C>
Emilia Socorro
Alarcon(3)............. 1,630(4) 563 1,067(4)
Pat Allison............. 2,244 2,020 224
Bonnie Anderson(3)...... 2,374(5) 1,480 894(5)
Randy Atherton.......... 10,572 9,515 1,057
Atrium Investors,
L.L.C. ................ 290,352 261,317(6) 29,035
Mary Benek.............. 1,827 1,644 183
The Chase Manhattan Bank
Delaware as
Administrative Trustee
for the Millenium
Venture Trust.......... 65,949 59,354(6) 6,595
The Chase Manhattan Bank
Delaware as
Administrative Trustee
for the SVS Venture
Trust.................. 187,950 169,155(6) 18,795
Clifford Chapman, II.... 40(7) 40(7) 0
Stephanie Chastten...... 91 82 9
Myna Chiem(3)........... 300(8) 213 87(8)
Sheraton Chin........... 57 51 6
Susan Commins........... 187 168 19
Kory Dayani............. 146 131 15
Margaret Demorest(3).... 939 845 94
Thomas Denicola......... 56 50 6
Global Technology
Investments Co......... 350,673 315,606(6) 35,067
Mark Greenough.......... 7,829(9) 7,829(9) 0
Christopher Hievly...... 1,957(9) 1,957(6)(9) 0
Cheryl Hurd(3).......... 4,558(10) 3,100 1,458(10)
Katherine Jahns......... 1,148 1,033 115
Kendall Kirkendoll...... 117 105 12
Russell Levitt.......... 653 588 65
Malaney 1999 Gift
Trust.................. 62,650 56,385(6) 6,265
Sanjeev Malaney(11)..... 209,877 188,889(6) 20,988
Nicole Masters.......... 150 135 15
Aneela Mirchandani...... 195 175 20
Marcelle Mourao(3)...... 313 282 31
Christopher Palumbo..... 202 182 20
Laurelei Papajani....... 456 410 46
Richard Rogness......... 54 49 5
Mario M. Rosati......... 2,088(9) 2,088(6)(9) 0
Thomas A. Ryan(12)...... 21,793(13) 7,499(6) 14,294(13)
Larry Sanek............. 95 85 10
</TABLE>
8
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<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Prior to Shares That Owned After
Name of Shareholder Offering(1) May Be Sold Offering(2)
------------------- ------------------- ----------- -------------------
<S> <C> <C> <C>
Matt Snyder............. 150 135 15
David Sohm(14).......... 15,659(15) 3,172(6) 12,487(15)
Liam Supple............. 626 563 63
Ashu Suri............... 3,054 2,749 305
Telecom Investors,
L.L.C. ................ 72,588 65,329(6) 7,259
Trident Nominees
(Cayman) Ltd. as
Attorney-In-Fact....... 250,600 225,540(6) 25,060
Ben Tsoi................ 1,096 986 110
Dan Tsou................ 1,096 986 110
Don Vail................ 189 170 19
Rai Warbasse............ 94 85 9
Ralph Winston........... 73,463 66,117 7,346
Robert Wood(3).......... 12,751(16) 1,691 11,060(16)
Richard J. Zalisk....... 135,950(7) 135,950(6)(7) 0
</TABLE>
- --------
(1) Includes an aggregate of 160,962 shares of common stock beneficially
owned by the selling shareholders that have been deposited in escrow
pursuant to the Agreement and Plan of Merger among AVT, Goldengate
Acquisition Corp. and MediaTel Corporation to secure the respective
indemnification obligations of the selling shareholders thereunder. Each
selling shareholder that is a former stockholder of MediaTel has
deposited approximately 10% of their shares in the escrow. To the extent
that no claims have been made against the escrowed shares, the escrowed
shares will be released from escrow on the earlier of (a) April 14, 2000
and (b) the date on which AVT's independent accountants issue an audit
report for AVT and its consolidated subsidiaries for the year ended
December 31, 1999. The escrowed shares may not be sold pursuant to this
prospectus.
(2) Assumes the sale of all the shares of common stock offered by each of the
selling shareholders.
(3) The listed individual currently serves as an employee of MediaTel
Corporation, a wholly owned subsidiary of AVT.
(4) Includes 1,004 shares subject to options exercisable within 60 days of
May 10, 1999.
(5) Includes 730 shares subject to options exercisable within 60 days of May
10, 1999.
(6) These shares are contractually ineligible for sale or transfer pursuant
to this prospectus or otherwise until the publication by AVT of certain
financial data that reflect the combined results of operations of AVT and
MediaTel Corporation for a period of 30 days.
(7) Consists of shares that the selling shareholder acquired upon the
exercise of options.
(8) Includes 63 shares subject to options exercisable within 60 days of May
10, 1999.
(9) Represents shares that the selling shareholder may acquire by exercising
options which are exercisable within 60 days of May 10, 1999.
(10) Includes 1,113 shares subject to options exercisable within 60 days of
May 10, 1999.
(11) Mr. Malaney currently serves as a consultant to MediaTel Corporation, a
wholly owned subsidiary of AVT.
(12) Mr. Ryan currently serves as Vice President of Engineering and Operations
of MediaTel Corporation, a wholly owned subsidiary of AVT.
(13) Includes 13,461 shares subject to options exercisable within 60 days of
May 10, 1999.
(14) Mr. Sohm currently serves as President of MediaTel Corporation, a wholly
owned subsidiary of AVT.
(15) Includes 12,135 shares subject to options exercisable within 60 days of
May 10, 1999.
(16) Includes 10,872 shares subject to options exercisable within 60 days of
May 10, 1999.
The selling shareholders have represented to us that they purchased the
shares for their own account for investment only and not with a view toward
selling or distributing them, except pursuant to sales registered under the
Securities Act or exemptions therefrom. AVT agreed with the selling
shareholders to file the registration statement to register the resale of the
shares. AVT agreed to prepare and file all necessary amendments and
supplements to the registration statement to keep it effective until the
earlier of (1) May 14, 2000 and (2) the date on which the selling shareholders
have sold all the shares.
9
<PAGE>
PLAN OF DISTRIBUTION
We are registering the shares on behalf of the selling shareholders and
their successors (including donees and pledgees, who may sell shares they
receive from the selling shareholders after the date of this prospectus). The
selling shareholders or their successors may sell all of the shares from time
to time in transactions in the over-the-counter market through Nasdaq, or on
one or more other securities markets and exchanges, in privately negotiated
transactions or through writing options on the shares. They may sell the
shares at fixed prices that may change, at market prices prevailing at the
time of sale, at prices relating to prevailing market prices or at negotiated
prices. The selling shareholders may sell the shares to or through broker-
dealers. These broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the selling shareholders and/or the
purchasers.
The selling shareholders have advised us that they have not entered into any
agreements, understandings or arrangements for the sale of the shares with any
underwriters or broker-dealers and that no underwriter or coordinating broker
is now acting in connection with the proposed sale of shares.
AVT will not receive any proceeds from the sale of the shares by the selling
shareholders. AVT may suspend use of this prospectus under certain
circumstances.
The selling shareholders and broker-dealers who assist in the sale of the
shares may be "underwriters" within the meaning of Section 2(11) of the
Securities Act. Any commissions or profit they earn on any resale of the
shares may be underwriting discounts and commissions under the Securities Act.
Selling shareholders who are "underwriters" within the meaning of Section
2(11) of the Securities Act will be subject to the prospectus delivery
requirements of the Securities Act.
Under the rules and regulations of the Securities and Exchange Act of 1934,
any person engaged in a distribution of the shares may be limited in its
ability to engage in market activities with respect to such shares. In
addition, each selling shareholder will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder, which provisions
may limit the timing of purchases and sales of any of the shares by the
selling shareholders. The foregoing may affect the marketability of the
shares.
AVT will pay all expenses (other than selling commissions and fees and stock
transfer taxes) of the registration and sale of the shares. AVT also has
agreed to indemnify the selling shareholders and broker-dealers who assist in
the sale of the shares against certain liabilities, including liabilities
under the Securities Act. The selling shareholders may indemnify any agent,
dealer or broker-dealer that assists them in selling the shares against
certain liabilities, including liabilities arising under the Securities Act.
We cannot guarantee that the selling shareholders will sell any or all of
the shares.
VALIDITY OF COMMON STOCK
Perkins Coie LLP, Seattle, Washington, will provide AVT with an opinion as
to legal matters in connection with the common stock offered by this
prospectus.
EXPERTS
The supplemental consolidated financial statements for the year ended
December 31, 1998 incorporated in this prospectus by reference from AVT's
Current Report on Form 8-K/A filed with the SEC on May , 1999, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated
in their report with respect thereto, and are incorporated by reference herein
in reliance upon the authority of said firm as experts in giving said report.
10
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1,596,498 Shares
[LOGO OF AVT CORPORATION]
Common Stock
----------------
PROSPECTUS
----------------
May , 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, other than
underwriting discounts payable, by the registrant in connection with the sale
of Common Stock being registered. All amounts are estimates except the SEC
registration fee, the NASD filing fee and the Nasdaq National Market
additional listing fee.
<TABLE>
<S> <C>
SEC registration fee....................................................... $11,860
Nasdaq National Market listing fee......................................... 17,500
Legal fees and expenses.................................................... 15,000
Accounting fees and expenses............................................... 10,000
Miscellaneous fees and expenses............................................ 5,000
-------
Total.................................................................... $59,360
=======
</TABLE>
Item 15. Indemnification of Directors and Officers
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors, officers, employees and
agents of AVT and those serving at AVT's request in similar positions in any
other corporation, partnership, joint venture, trust or other enterprise in
terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act of 1933, as amended. Section 10 of the AVT's
restated bylaws provides for indemnification of AVT's directors and officers
against all expense, liability and loss (including counsel fees, judgments,
fines, ERISA excise taxes or penalties and amounts to be paid in settlement)
actually and reasonably incurred in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative and whether formal or informal, in which the director or
officer is, was or becomes involved by reason of the fact that the director or
officer is or was a director or officer of AVT, or that being or having been
such a director or officer or an employee of AVT, such director or officer is
or was serving at the request of AVT as a director, officer, partner, trustee,
employee or agent of another corporation or of a partnership, joint venture,
trust, employee benefit plan or other enterprise, whether the basis of such
proceeding is alleged action by the director or officer in an official
capacity as such a director, officer, partner, trustee, employee or agent or
in any other capacity while serving as such a director, officer, partner,
trustee, employee or agent. The director or officer is not indemnified for any
action, suit, claim or proceeding instituted by or at the direction of the
director or officer unless such action, suit, claim or proceeding is or was
authorized by AVT's board of directors or unless the action is to enforce the
rights of indemnification. No indemnity may be provided by AVT for acts or
omissions of the indemnitee finally adjudged to be intentional misconduct or a
knowing violation of law, for conduct of the indemnitee finally adjudged to be
in violation of Section 23B.08.310 of the WBCA, for any transaction with
respect to which it was finally adjudged that such indemnitee personally
received a benefit in money, property or services to which the indemnitee was
not legally entitled or if the corporation is otherwise prohibited by
applicable law from paying such indemnification.
Section 23B.08.320 of the WBCA authorizes a corporation to limit a
director's liability to the corporation or its shareholders for monetary
damages for acts or omissions as a director, except in certain circumstances
involving intentional misconduct, self-dealing or illegal corporate loans or
distributions, or any transaction from which the director personally receives
a benefit in money, property or services to which the director is not legally
entitled. Article 11 of the AVT's restated articles of incorporation provides
for limitation of the director's liability to the maximum extent permitted by
the WBCA.
AVT has also entered into indemnity agreements pursuant to which it has
agreed, among other things, to indemnify its directors and executive officers
against certain liabilities. AVT also maintains an insurance policy insuring
its directors and officers against liability for certain acts or omissions
while acting in their official capacity.
II-1
<PAGE>
The above discussion of the WBCA and AVT's restated bylaws and restated
articles of incorporation is not intended to be exhaustive and is qualified in
its entirety by reference to such statute, the restated bylaws and the
restated articles of incorporation.
Item 16. Exhibits
<TABLE>
<C> <S>
2.1 Agreement and Plan of Merger among AVT Corporation, MediaTel
Corporation and Goldengate Acquisition Corp., dated as of April 13,
1999 (filed as Exhibit 10.1 to AVT's Current Report on Form 8-K dated
as of April 14, 1999 and incorporated herein by reference).
4.1 Registration Rights Agreement among AVT Corporation and the
shareholders of AVT, dated as of April 14, 1999 (filed as Exhibit 10.2
to AVT's Current Report on Form 8-K dated as of April 14, 1999 and
incorporated herein by reference).
5.1 Opinion of Perkins Coie LLP, counsel to the registrant, regarding the
legality of the common stock
23.1 Consent of Arthur Andersen LLP, independent auditors*
23.2 Consent of Perkins Coie LLP (contained in Exhibit 5.1)
24.1 Power of Attorney (contained on signature page)
</TABLE>
- --------
* To be filed by amendment
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:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(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 bona fide offering thereof; and
(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.
II-2
<PAGE>
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 Section 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 herein, 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 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
Securities 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 of
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
D. The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunder duly
authorized, in the City of Kirkland, State of Washington, on the 14th day of
May, 1999.
AVT Corporation
/s/ Richard J. LaPorte
By: _________________________________
Richard J. LaPorte
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Richard J. LaPorte and Roger A. Fukai, or either of them, as attorneys-in-fact
with full power of substitution, to execute in the name and on the behalf of
each person, individually and in each capacity stated below, and to file, any
and all amendments to this Registration Statement, including any and all post-
effective amendments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the 14th day of May, 1999.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Richard J. LaPorte Chairman of the Board, President and Chief
___________________________________________ Executive Officer (Principal Executive
Richard J. LaPorte Officer)
/s/ Roger A. Fukai Executive Vice President of Finance and
___________________________________________ Administration and Chief Financial Officer
Roger A. Fukai (Principal Financial and Accounting Officer)
/s/ James S. Campbell Director
___________________________________________
James S. Campbell
/s/ Robert F. Gilb Director
___________________________________________
Robert F. Gilb
/s/ Robert L. Lovely Director
___________________________________________
Robert L. Lovely
/s/ William L. True Director
___________________________________________
William L. True
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number
-------
<C> <S>
2.1 Agreement and Plan of Merger among AVT Corporation, MediaTel
Corporation and Goldengate Acquisition Corp., dated as of April 13,
1999 (filed as Exhibit 10.1 to AVT's Current Report on Form 8-K dated
as of April 14, 1999 and incorporated herein by reference).
4.1 Registration Rights Agreement among AVT Corporation and the
shareholders of AVT, dated as of April 14, 1999 (filed as Exhibit 10.2
to AVT's Current Report on Form 8-K dated as of April 14, 1999 and
incorporated herein by reference).
5.1 Opinion of Perkins Coie LLP, counsel to the registrant, regarding the
legality of the common stock
23.1 Consent of Arthur Andersen LLP, independent auditors*
23.2 Consent of Perkins Coie LLP (contained in Exhibit 5.1)
24.1 Power of Attorney (contained on signature page)
</TABLE>
- --------
* To be filed by amendment
<PAGE>
EXHIBIT 5.1
[Perkins Coie LLP letterhead]
May 14, 1999
AVT Corporation
11410 N.E. 122nd Way
Kirkland, Washington 98101-3099
Re: Registration Statement on Form S-3
Dear Gentlemen and Ladies:
We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), which you are filing with the
Securities and Exchange Commission with respect to the resale of up to 1,596,498
shares of common stock, $.01 par value (the "Shares"). Of the Shares, 11,874
may be issued pursuant to the MediaTel Corporation 1996 Stock Plan (the "Plan"),
which was assumed by the Company in connection with a merger (the "Option
Shares"). The remaining Shares are currently outstanding (the "Outstanding
Shares"). We have examined the Registration Statement and such documents and
records of the Company and other documents as we have deemed necessary for the
purpose of this opinion.
Based on and subject to the foregoing, we are of the opinion that (a) the
Outstanding Shares have been duly authorized and are validly issued, fully paid
and nonassessable and (b) the Option Shares that may be issued upon the exercise
of stock options granted pursuant to the Plan, upon the due execution by the
Company and the registration by its registrar of the Option Shares, the issuance
thereof by the Company in accordance with the terms of the Plan and the receipt
of the consideration therefor in accordance with the terms of the Plan, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Perkins Coie LLP
Perkins Coie LLP
