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As filed with the Securities and Exchange Commission on June 4, 1999.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AVT CORPORATION
(Exact name of Registrant as specified in its charter)
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<TABLE>
<S> <C>
Washington 91-1190035
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</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, 40th Floor
Seattle, Washington 98101-3099
(206) 583-8888
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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 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please 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. [_]
CALCULATION OF REGISTRATION FEE
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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 unit(1) offering price(2) fee
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value.................
Preferred stock, $0.01
par value(4)..........
Debt securities(4).....
Total.................. $100,000,000 $27,800
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(1) Not applicable pursuant to Form S-3 General Instruction II(D).
(2) If any debt securities are issued at an original issue discount, the
principal amount will be increased such that the aggregate proceeds will
equal $100,000,000.
(3) Calculated in accordance with Rule 457(c).
(4) In addition to the securities that are being issued directly under this
registration statement, there are being registered hereunder an
indeterminate number of shares of common stock and preferred stock as may
be issued upon conversion or exchange of the securities issued directly
hereunder. No separate consideration will be received for any shares of
common stock or preferred stock so issued upon conversion or exchange.
---------------
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 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. We may +
+not sell these securities until this registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JUNE 4, 1999
PROSPECTUS
$100,000,000
[LOGO OF AVT CORPORATION]
AVT CORPORATION
Common Stock
Preferred Stock
Debt Securities
-----------
We will provide the specific terms for each of these securities in
supplements to this prospectus. You should read carefully this prospectus and
any supplement before you invest.
Our common stock is quoted on the Nasdaq National Market under the symbol
"AVTC."
-----------
The securities we may offer involve a high degree of risk. The risks
associated with an investment in our company as well as with the particular
types of securities will be described in the prospectus supplement.
-----------
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 June , 1999.
<PAGE>
CONTENTS
<TABLE>
<S> <C>
SUMMARY.................................................................... 3
FORWARD-LOOKING INFORMATION................................................ 4
HOW TO OBTAIN MORE INFORMATION............................................. 4
THE COMPANY................................................................ 5
USE OF PROCEEDS............................................................ 5
GENERAL DESCRIPTION OF SECURITIES.......................................... 5
DESCRIPTION OF THE CAPITAL STOCK........................................... 6
DESCRIPTION OF THE DEBT SECURITIES......................................... 8
PLAN OF DISTRIBUTION....................................................... 14
LEGAL MATTERS.............................................................. 15
EXPERTS.................................................................... 15
PART II--INFORMATION NOT REQUIRED IN PROSPECTUS............................ II-1
</TABLE>
<PAGE>
SUMMARY
This summary highlights selected information from this prospectus and does
not contain all the information that is important to you. To understand the
terms of our securities, you should read carefully this prospectus with the
attached prospectus supplement. Together, these documents describe the specific
terms of the securities we are offering. You should also read the documents
listed below in "How To Obtain More Information" for information about our
company and our financial statements.
The Securities We May Offer
This prospectus is part of a registration statement (No. 333- ) that we
filed with the SEC utilizing a "shelf" registration process. Under this shelf
process, we may offer from time to time up to $100,000,000 of the following
securities, either separately or in units:
. common stock;
. preferred stock; and
. debt securities
This prospectus provides you with a general description of the securities we
may offer. Each time we offer securities, we will provide you with a prospectus
supplement that will describe the specific amounts, prices and terms of the
securities we offer. The prospectus supplement also may add, update or change
information contained in this prospectus.
We may sell the securities to or through underwriters, dealers or agents or
directly to purchasers. We and our agents reserve the sole right to accept and
to reject in whole or in part any proposed purchase of securities. The
prospectus supplement, which we will provide to you each time we offer
securities, will set forth the names of any underwriters, dealers or agents
involved in the sale of the securities, and any applicable fee, commission or
discount arrangements with them. See "Plan of Distribution."
Common Stock
We may issue our common stock, $0.01 par value per share. Holders of common
stock are entitled to one vote per share on all matters submitted to a vote of
shareholders. Holders of common stock are entitled to receive dividends
declared by the board of directors, subject to the rights of preferred
shareholders.
Preferred Stock
We may issue our preferred stock, $0.01 par value per share, in one or more
series. Our board of directors will determine the dividend, voting, conversion
and other rights of the series being offered and the terms and conditions of
its offering and sale.
Debt Securities
We may offer unsecured general obligations of our company, which may be
senior debt securities or subordinated debt securities. The senior debt
securities will have the same rank as all our other unsecured, unsubordinated
debt. The subordinated debt securities will be entitled to payment only if all
payments due under our senior indebtedness, including any outstanding senior
debt securities, have been made. The debt securities will be issued under an
indenture between us and the trustee or trustees we name in the prospectus
supplement.
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FORWARD-LOOKING INFORMATION
This prospectus includes "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. This 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, prospectus supplement 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.
HOW TO OBTAIN MORE INFORMATION
We file reports, proxy statements and other information with the SEC. You
may read any document we file at the SEC's Public Reference Room at 450 Fifth
Street NW, Washington, DC 20549. 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 of 1933. This prospectus does not contain all of 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 Section 13(a), 13(c), 14 or 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 quarter ended March 31,
1999;
3. AVT's Current Reports on Form 8-K filed with the SEC on April 14, 1999
and May 14, 1999 (as amended on June , 1999); and
4. The description of AVT's common stock in the Registration Statement on
Form 8-A filed with the SEC on November 11, 1994, under Section 12(g) of
the Exchange Act, including any amendments or reports filed for the
purpose of updating such descriptions; and
5. 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. Our website is located at www.appliedvoice.com.
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. You should
not assume that the information in this prospectus or any prospectus supplement
is accurate after the date on the front of the document.
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THE COMPANY
AVT Corporation is a leading provider of enterprise communication solutions
in the form of open systems-based software products and outsourced
communications services, specializing in call processing, enterprise messaging,
document management and customer service applications, marketed to
organizations of all size and industry throughout the U.S. and in selected
foreign markets. AVT's solutions are designed to enhance individual and work
group productivity, improve customer service, simplify information access and
reduce business-operating costs associated with the dissemination and receipt
of time sensitive documents. AVT's principal product and service offerings
include:
CallXpress--a Windows NT-based line of unified messaging servers which
provide users the ability to access and manage all of their voice, fax and
email messages, whether they are in the office or on the road, from either
their desktop computer or from any touch-tone phone, using one standard set
of commands.
RightFAX--a Windows NT-based line of network and enterprise fax servers
which provides users the ability to convert any document created on a
workstation into fax format for transmission over the public switched
telephone network, or via the Internet, to dozens of recipients
simultaneously, anywhere in the world. Users of RightFAX can also receive
incoming faxes to their personal electronic mailboxes, providing a secure
and cost-effective method of receipt and distribution of these documents.
CommercePath--a Windows NT-based line of high-performance production fax
severs which provide fax and Internet delivery capabilities and connect to
mission-critical business applications, enabling companies to reduce the
time and expense associated with the delivery of large volumes of invoices,
billing statements and other electronic commerce documents to customers,
vendors and business partners.
AVT-MediaLinq Services--an outsourced communications service which
manages the delivery and the receipt of high volume, time sensitive
business-critical information, in an efficient, secure and cost-effective
manner over a combination of the Internet and the public switched telephone
network for enterprises that are reengineering their workflow in order to
take advantage of the value and benefits of electronic commerce.
AVT's products and services are sold through our own direct sales force as
well as through multiple distribution channels, which include computer and
telephony equipment resellers and distributors, strategic partners, and OEM and
private label agreements.
AVT is headquartered in Kirkland, Washington, USA, and does business through
its CTI Software Group, based in Kirkland, Washington, through its RightFAX
Software Group, based on Tucson, Arizona, through its CommercePath Software
Group, based on Portland, Oregon and through its MediaLinq Services Group,
based in San Francisco, California. In addition, AVT has sales and support
offices in the United Kingdom, Germany, Hong Kong, Tokyo and Dubai. 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.
USE OF PROCEEDS
Unless otherwise indicated in the applicable prospectus supplement, we
intend to use the net proceeds from the sale of the securities, after
transaction costs, for general corporate purposes.
GENERAL DESCRIPTION OF SECURITIES
We may offer shares of common stock, shares of preferred stock, or debt
securities or any combination of the foregoing, either individually or as units
consisting of one or more securities. We may offer up to $100,000,000 worth of
securities under this prospectus. If securities are offered as units, we will
describe the terms of the units in a prospectus supplement. The securities
involve a high degree of risk, which we will describe in the prospectus
supplement.
5
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DESCRIPTION OF THE CAPITAL STOCK
Description of the Common Stock
Under our current amended and restated articles of incorporation, we may
issue up to 60,000,000 shares of our common stock. Holders of common stock are
entitled to one vote per share on all matters submitted to a vote of
shareholders. Subject to preferences that may apply to our preferred stock, the
holders of common stock receive ratably any dividends that may be declared by
the board of directors. In the event of a liquidation, dissolution or winding
up of AVT, the holders of common stock will share equally and ratably in all
assets remaining after we pay liabilities and liquidation preferences to
holders of preferred stock. Holders of common stock have no preemptive rights
or rights to convert their common stock into any other securities. The common
stock is neither redeemable nor subject to call. No sinking fund provisions
apply to the common stock. All outstanding shares of common stock are fully
paid and nonassessable.
Description of the Preferred Stock
Our current amended and restated articles of incorporation permit us to
issue up to 2,000,000 shares of our preferred stock in one or more series and
with rights and preferences that may be fixed or designated by our board of
directors without any further action by our shareholders. The rights,
preferences, privileges and restrictions of the preferred stock of each series
will be fixed by the certificate of designation relating to each series. A
prospectus supplement relating to each series will specify the terms of the
preferred stock, including:
. The maximum number of shares in the series and the distinctive
designation;
. The terms on which dividends, if any, will be paid;
. The terms on which the shares may be redeemed, if at all;
. The liquidation preference, if any;
. The terms of any retirement or sinking fund for the purchase or
redemption of the shares of the series;
. The terms and conditions, if any, on which the shares of the series shall
be convertible into, or exchangeable for, shares of any other class or
classes of capital stock;
. The voting rights, if any, on the shares of the series; and
. Any or all other preferences and relative, participating, operational or
other special rights or qualifications, limitations or restrictions of
the shares.
The issuance of preferred stock may delay, deter or prevent a change in
control of AVT.
We will describe the specific terms of a particular series of preferred
stock in the prospectus supplement relating to that series. The description of
preferred stock above and the description of the terms of a particular series
of preferred stock in the related prospectus supplement are not complete. You
should refer to the certificate of designation for complete information. The
prospectus supplement will contain a description of certain U.S. federal income
tax consequences relating to the preferred stock.
Antitakeover Effects of Certain Provisions of Articles of Incorporation, Bylaws
and Washington Law
The following paragraphs describe the provisions of our articles of
incorporation, our bylaws, and Washington law that have an antitakeover effect.
Blank Check Preferred Stock
As noted above, our board of directors, without shareholder approval, has
the authority under our articles of incorporation to issue preferred stock with
rights superior to the rights of the holders of common stock. As a result,
preferred stock could be issued quickly and easily, could adversely affect the
rights of holders of common stock and could be issued with terms calculated to
delay or prevent a change in control of AVT or make removal of management more
difficult.
6
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Election and Removal of Directors
Our articles of incorporation provide for the division of our board of
directors into three classes, as nearly as equal in number as possible, with
the directors in each class serving for a three-year term, and one class being
elected each year by our shareholders. Directors may be removed only for cause.
Because this system of electing and removing directors generally makes it more
difficult for shareholders to replace a majority of the board of directors, it
may tend to discourage a third party from making a tender offer or otherwise
attempting to gain control of AVT and may maintain the incumbency of the board
of directors.
Approval for Certain Business Combinations
Our articles of incorporation require that certain business combinations
(including a merger, share exchange and the sale, lease, exchange, mortgage,
pledge, transfer or other disposition or encumbrance of a substantial part of
our assets other than in the usual and regular course of business) be approved
by the holders of not less than two-thirds of the outstanding shares, unless
such business combination has been approved by a majority of the board of
directors, in which case the affirmative vote required shall be a majority of
the outstanding shares.
Shareholder Meetings
Under our articles of incorporation and bylaws, our shareholders may call a
special meeting only upon the request of holders of at least 30% of the
outstanding shares. Additionally, the board of directors, the chairman of the
board or the president may call special meetings of shareholders.
Requirements for Advance Notification of Shareholder Nominations and
Proposals
Our bylaws establish advance notice procedures with respect to shareholder
proposals and the nomination of candidates for election as directors, other
than nominations made by or at the direction of the board of directors or a
committee thereof.
Washington Law
Washington law imposes restrictions on some transactions between a
corporation and certain significant shareholders. Chapter 23B.19 of the
Washington Business Corporation Act prohibits a "target corporation," with some
exceptions, from engaging in certain significant business transactions with an
"acquiring person," which is defined as a person or group of persons that
beneficially owns 10% or more of the voting securities of the target
corporation, for a period of five years after such acquisition, unless the
transaction or acquisition of shares is approved by a majority of the members
of the target corporation's board of directors prior to the time of
acquisition. Such prohibited transactions include, among other things:
. a merger or consolidation with, disposition of assets to, or issuance or
redemption of stock to or from, the acquiring person;
. termination of 5% or more of the employees of the target corporation as a
result of the acquiring person's acquisition of 10% or more of the
shares; or
. allowing the acquiring person to receive any disproportionate benefit as
a shareholder.
After the five-year period, a "significant business transaction" may occur,
as long as it complies with certain "fair price" provisions of the statute. A
corporation may not "opt out" of this statute. This provision may have the
effect of delaying, deterring or preventing a change in control of AVT.
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DESCRIPTION OF THE DEBT SECURITIES
We also may offer any combination of senior debt securities or subordinated
debt securities. Debt securities are unsecured general obligations of AVT.
Senior debt securities rank above all subordinated indebtedness and equal to
all other indebtedness outstanding on the date of the prospectus supplement.
Subordinated debt securities rank in right of payment below all other
indebtedness outstanding at or after the time issued, unless the other
indebtedness provides that it is not senior to the subordinated debt.
We may issue the senior debt securities and the subordinated debt securities
under separate indentures between us, as issuer, and the trustee or trustees
identified in the prospectus supplement. A copy of the form of each type of
indenture has been or will be filed as an exhibit to the registration statement
of which this prospectus is a part. A prospectus supplement will describe the
particular terms of any debt securities we may offer.
The following summaries of the debt securities and the indentures are not
complete. We strongly urge you to read the indentures and the description of
the debt securities included in the prospectus supplement.
General
We may issue an unlimited principal amount of debt securities in separate
series. We may specify a maximum aggregate principal amount for the debt
securities of any series. The debt securities will have terms that are
consistent with indentures we enter into in connection with the issuance of the
debt securities. Unless otherwise specified in the applicable prospectus
supplement, senior debt securities will be unsecured and unsubordinated
obligations of AVT and will rank equal with all our other unsecured and
unsubordinated debt. Subordinated debt securities will be paid only if all
payments due under our senior indebtedness, including any outstanding senior
debt securities, have been made.
The indentures might not limit the amount of other debt that we may incur
and might not contain financial or similar restrictive covenants. The
indentures might not contain any provision to protect holders of debt
securities against a sudden or dramatic decline in our ability to pay our debt.
The prospectus supplement will describe the debt securities and the price or
prices at which we will offer the debt securities. The description will
include:
. the title of the debt securities;
. any limit on the aggregate principal amount of such debt securities or
the series of which they are a part;
. the person to whom any interest on a debt security of the series will be
paid;
. the date or dates on which we must pay the principal;
. the rate or rates at which the debt securities will bear interest, if
any, the date or dates from which interest will accrue, and the dates on
which we must pay interest;
. the place or places where we must pay the principal and any premium or
interest on the debt securities;
. the terms and conditions on which we may redeem any debt security, if at
all;
. any obligation to redeem or purchase any debt securities, and the terms
and conditions on which we must do so;
. the denominations in which we may issue the debt securities;
. the manner in which we will determine the amount of principal of or any
premium or interest on the debt securities;
. the currency in which we will pay the principal and any premium or
interest on the debt securities;
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. the principal amount of the debt securities that we will pay upon
declaration of acceleration of their maturity;
. the amount that will be deemed to be the principal amount for any
purpose, including the principal amount that will be due and payable upon
any maturity or that will be deemed to be outstanding as of any date;
. if applicable, that the debt securities are defeasible;
. if applicable, the terms of any right to convert debt securities into, or
exchange debt securities for, shares of common stock or other securities
or property;
. the subordination provisions that will apply to the subordinated debt
securities;
. any addition to or change in the events of default applicable to the debt
securities and any change in the right of the trustee or the holders to
declare the principal amount of any of such debt securities due and
payable; and
. any addition to or change in the covenants in the indentures.
We may sell the debt securities at a substantial discount below their stated
principal amount. We will describe certain special U.S. federal income tax
considerations, if any, applicable to debt securities sold at an original issue
discount in the prospectus supplement. An "original issue discount security" is
any debt security that provides for an amount less than the principal amount to
be due and payable upon the declaration of acceleration of the maturity in
accordance with the terms of the applicable indenture. The prospectus
supplement relating to any original issue discount securities will describe the
particular provisions relating to acceleration of the maturity upon the
occurrence of an event of default. In addition, we will describe certain
special U.S. federal income tax or other considerations applicable to any debt
securities that are denominated in a currency or unit other than U.S. dollars
in the applicable prospectus supplement.
Conversion and Exchange Rights
The prospectus supplement will describe, if applicable, the terms on which
you may convert debt securities into or exchange them for common stock or other
securities or property. The conversion or exchange may be mandatory or may be
at your option. We will describe how the number of shares of common stock or
other securities or property to be received upon conversion or exchange would
be calculated.
Subordination of Subordinated Debt Securities
Unless the prospectus supplement indicates otherwise, the following
provisions will apply to the subordinated debt securities. The indebtedness
underlying the subordinated debt securities will be payable only if all
payments due under senior indebtedness, including any outstanding senior debt
securities, have been made. If we distribute our assets to creditors upon any
dissolution or winding-up or liquidation or reorganization or in bankruptcy,
insolvency, receivership or similar proceedings, we must first pay all amounts
due or to become due on all senior indebtedness before we pay the principal of,
or any premium or interest on, the subordinated debt securities. In the event
the subordinated debt securities are accelerated because of an event of
default, we may not make any payment on the subordinated debt securities until
we have paid all senior indebtedness or the acceleration is rescinded. If the
payment of subordinated debt securities accelerates because of an event of
default, we must promptly notify holders of senior indebtedness of the
acceleration.
We may not make any payment on the subordinated debt securities if a default
in the payment of the principal of, premium, if any, interest, rent or other
obligations, including a default under any repurchase or redemption obligation,
in respect of designated senior indebtedness occurs and continues beyond any
applicable grace period. We may not make any payment on the subordinated debt
securities if any other default occurs and continues with respect to designated
senior indebtedness that permits holders of the designated senior
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indebtedness to accelerate its maturity and the trustee receives a notice of
such default from us, a holder of such designated senior indebtedness or other
person permitted to give such notice. We may not resume payments on the
subordinated debt securities until the defaults are cured or certain periods
pass.
If we experience a bankruptcy, dissolution or reorganization, holders of
senior indebtedness may receive more, ratably, and holders of the subordinated
debt securities may receive less, ratably, than our other creditors.
The term "designated senior indebtedness" means our obligations under any
particular senior indebtedness in which the debt instrument expressly provides
that the senior indebtedness will be designated senior indebtedness with
respect to the subordinated debt securities.
The indenture for subordinated debt securities may not limit our ability to
incur additional senior indebtedness.
Form, Exchange and Transfer
We will issue debt securities only in fully registered form, without
coupons, and, unless otherwise specified in the prospectus supplement, only in
denominations of $1,000 and integral multiples thereof.
The holder of a debt security may elect, subject to the terms of the
indentures and the limitations applicable to global securities, to exchange
them for other debt securities of the same series of any authorized
denomination and of a like tenor and aggregate principal amount.
Holders of debt securities may present them for exchange as provided above
or for registration of transfer, duly endorsed or with the form of transfer
endorsed thereon duly executed, at the office of the transfer agent we
designate for that purpose. We will not impose a service charge for any
registration of transfer or exchange of debt securities, but we may require a
payment sufficient to cover any tax or other governmental charge payable in
connection with the transfer or exchange. We will name the transfer agent in
the prospectus supplement. We may designate additional transfer agents or
rescind the designation of any transfer agent or approve a change in the office
through which any transfer agent acts, but we must maintain a transfer agent in
each place in which we will pay on debt securities.
If we redeem the debt securities, we will not be required to issue, register
the transfer of or exchange any debt security during a specified period prior
to mailing a notice of redemption. We are not required to register the transfer
of or exchange any debt security selected for redemption, except the unredeemed
portion of the debt security being redeemed.
Global Securities
The debt securities may be represented, in whole or in part, by one or more
global securities that will have an aggregate principal amount equal to that of
the debt securities. Each global security will be registered in the name of a
depositary identified in the prospectus supplement. We will deposit the global
security with the depositary or a custodian, and the global security will bear
a legend regarding the restrictions on exchanges and registration of transfer.
No global security may be exchanged in whole or in part for debt securities
registered, and no transfer of a global security in whole or in part may be
registered, in the name of any person other than the depositary or any nominee
of the depositary unless (1) the depositary has notified us that it is
unwilling or unable to continue as depositary or (2) an event of default occurs
and continues with respect to the debt securities. The depositary will
determine how all securities issued in exchange for a global security will be
registered.
As long as the depositary or its nominee is the registered holder of a
global security, the depositary or the nominee will be considered the sole
owner and holder of the global security and the underlying debt securities.
Except as stated above, owners of beneficial interests in a global security
will not be entitled to have the global
10
<PAGE>
security or any debt security registered in their names, will not receive
physical delivery of certificated debt securities and will not be considered to
be the owners or holders of the global security or underlying debt securities.
We will make all payments of principal, premium and interest on a global
security to the depositary or its nominee. The laws of some jurisdictions
require that certain purchasers of securities take physical delivery of such
securities in definitive form. These laws may prevent you from transferring
your beneficial interest in a global security.
Only institutions that have accounts with the depositary or its nominee and
persons that hold beneficial interest through the depositary or its nominee may
own beneficial interests in a global security. The depositary will credit, on
its book-entry registration and transfer system, the respective principal
amounts of debt securities represented by the global security to the accounts
of its participants. Ownership of beneficial interest in a global security will
be shown only on, and the transfer of those ownership interests will be
effected only through, records maintained by the depositary or any such
participant.
The policies and procedures of the depositary may govern payments,
transfers, exchanges and other matters relating to beneficial interest in a
global security. We and the trustee assume no responsibility for any aspect of
the depositary's or any participant's records relating to, or for payments made
on account of, beneficial interest in a global security.
Payment and Paying Agents
Unless otherwise stated in the prospectus supplement, we will pay principal
and any premium or interest on a debt security to the person in whose name the
debt security is registered at the close of business on the regular record date
for such interest.
Unless otherwise stated in the prospectus supplement, we will pay principal,
and any premium or interest on the debt securities at the office of our
designated paying agent, except we may pay interest by check mailed to the
address of the person entitled to the payment. Unless we state otherwise in the
prospectus supplement, the corporate trust office of the trustee will be the
paying agent for the debt securities.
Any other paying agents we designate for the debt securities of a particular
series will be named in the prospectus supplement. We may designate additional
paying agents, rescind the designation of any paying agent or approve a change
in the office through which any paying agent acts, but we must maintain a
paying agent in each place of payment for the debt securities.
The paying agent will return to us all money we pay to it for the payment of
the principal, premium or interest on any debt security that remains unclaimed
for a specified period. The holder thereafter may look only to us for payment.
Consolidation, Merger and Sale of Assets
Under the terms of the indentures we enter into, we will likely be
prohibited in connection with the issuance of debt securities to consolidate
with or merge into any other person, in a transaction in which we are not the
surviving corporation, or convey, transfer or lease our properties and assets
substantially as an entirety to, any person, unless:
. the successor is a corporation, limited liability company, partnership,
trust or other entity organized and existing under the laws of the United
States, or any state, and assumes our obligations under the debt
securities and the indentures;
. immediately after the transaction, no event of default occurs and
continues; and
. we meet certain other conditions.
11
<PAGE>
Events of Default
Each of the following will constitute an event of default under each
indenture:
. failure to pay principal of or any premium on any debt security when due;
. failure to pay any interest on any debt security when due, continued for
a specified number of days;
. failure to deposit any sinking fund payment, when due;
. failure to perform any other covenant in the indenture that continues for
a specified number of days after written notice has been given by the
trustee, or the holders of a specified percentage in aggregate principal
amount of the debt securities of that series;
. certain events in bankruptcy, insolvency or reorganization of AVT; and
. any other event of default specified in the prospectus supplement.
If an event of default, other than an event of default as a result of
certain events of bankruptcy, insolvency or reorganization, occurs and
continues, either the trustee or the holders of a specified percentage in
aggregate principal amount of the outstanding securities of that series may
declare the principal amount of the debt securities of that series to be
immediately due and payable. If an event of default occurs as a result of
certain events of bankruptcy, insolvency or reorganization, the principal
amount of all the debt securities of that series automatically will become
immediately due and payable. The holders of a majority in aggregate principal
amount of the outstanding securities of that series may, under certain
circumstances, rescind and annul the acceleration if all events of default,
other than the nonpayment of accelerated principal, have been cured or waived.
Except for certain duties in case of an event of default, the trustee will
not be obligated to exercise any of its rights or powers at the request or
direction of any of the holders, unless the holders have offered the trustee
reasonable indemnity. If they provide this indemnification, the holders of a
majority in aggregate principal amount of the outstanding securities of any
series may direct the time, method and place of conducting any proceeding for
any remedy available to the trustee or exercising any trust or power conferred
on the trustee with respect to the debt securities of that series.
No holder of a debt security of any series may institute any proceeding with
respect to the indentures, or for the appointment of a receiver or a trustee,
or for any other remedy, unless (1) the holder has previously given the trustee
written notice of a continuing event of default, (2) the holders of a specified
percentage in aggregate principal amount of the outstanding securities of that
series have made a written request, and the holders have offered reasonable
indemnity to the trustee to institute the proceeding, and (3) the trustee has
failed to institute the proceeding, and has not received a direction
inconsistent with the request within a specified number of days.
Each indenture will include a covenant requiring our officers to furnish to
the trustee annually a statement as to whether, to their knowledge, we are in
default under the indenture and, if so, specifying all such known defaults.
Modification and Waiver
We and the trustee may amend the indentures with the consent of the holders
of a majority in aggregate principal amount of the outstanding securities of
each series affected by the amendment. However, to the extent discussed in the
prospectus supplement, without the consent of each holder, we may not make any
amendment that would:
. change the stated maturity of the principal of, or any installment of
principal or interest on, any debt security;
12
<PAGE>
. reduce the principal, premium or interest on any debt security;
. reduce the amount of principal of an original issue discount security or
any other debt security payable upon acceleration of the maturity;
. change the place or currency of payment of principal, premium or interest
on any debt security;
. impair the right to enforce any payment on any debt security;
. in the case of subordinated debt securities, modify the subordination
provisions in a manner materially adverse to their holders;
. in the case of debt securities that are convertible or exchangeable into
other securities of AVT, adversely affect the right of holders to convert
or exchange any of the debt securities;
. reduce the percentage in principal amount of outstanding securities of
any series for which the holders' consent is required;
. reduce the percentage in principal amount of outstanding securities of
any series necessary for waiver of compliance with certain provisions of
the indentures or for waiver of certain defaults; or
. modify provisions with respect to modification and waiver.
The holders of a majority in aggregate principal amount of the outstanding
debt securities of any series may waive, on behalf of the holders of all debt
securities of that series, our compliance with certain restrictive provisions
of the indentures. The holders of a majority in principal amount of the
outstanding debt securities of any series may waive any past default under the
indenture with respect to debt securities of that series, except a default (1)
in the payment of principal, premium or interest on any debt security of that
series or (2) in respect of a covenant or provision of the indenture that
cannot be amended without each holder's consent.
Except in certain limited circumstances, we may set any day as a record date
for the purpose of determining the holders of outstanding securities of any
series entitled to give or take any direction, notice, consent, waiver or other
action under the indentures. In certain limited circumstances, the trustee may
set a record date for action by holders. To be effective, the action must be
taken by holders of the requisite principal amount of such debt securities
within a specified period following the record date.
Defeasance and Covenant Defeasance
To the extent stated in the prospectus supplement, we may elect to apply the
provisions relating to defeasance and discharge of indebtedness, or to
defeasance of certain restrictive covenants in the indentures, to the debt
securities of any series.
Notices
We will mail notices to holders of debt securities at the addresses that
appear in the security register.
Title
We may treat the person in whose name a debt security is registered as the
absolute owner, whether or not such debt security may be overdue, for the
purpose of making payment and for all other purposes.
13
<PAGE>
PLAN OF DISTRIBUTION
We may sell the securities (1) through underwriters or dealers, (2) through
agents, or (3) directly to one or more purchasers. The applicable prospectus
supplement will describe the terms of the offering of the securities,
including:
. the name or names of any underwriters, if any;
. the purchase price of the securities and the proceeds we will receive
from the sale;
. any underwriting discounts and other items constituting underwriters'
compensation;
. any initial public offering price;
. any discounts or concessions allowed or reallowed or paid to dealers; and
. any securities exchange or market on which the securities may be listed.
Only underwriters named in the prospectus supplement are underwriters of the
securities offered by the prospectus supplement.
If underwriters are used in the sale, they will acquire the securities for
their own account and may resell them from time to time in one or more
transactions at a fixed public offering price or at varying prices determined
at the time of sale. We may offer the securities to the public through
underwriting syndicates represented by managing underwriters or by underwriters
without a syndicate. Subject to certain conditions, the underwriters will be
obligated to purchase all the securities of the series offered by the
prospectus supplement. Any public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may change from time to
time.
We may sell securities directly or through agents we designate from time to
time. We will name any agent involved in the offering and sale of securities
and we will describe any commissions we will pay the agent in the prospectus
supplement. Unless the prospectus supplement states otherwise, our agent will
act on a best-efforts basis for the period of its appointment.
We may authorize agents or underwriters to solicit offers by certain types
of institutional investors to purchase securities from us at the public
offering price set forth in the prospectus supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in
the future. We will describe the conditions to these contracts and the
commissions we must pay for solicitation of these contracts in the prospectus
supplement.
We may provide agents and underwriters with indemnification against certain
civil liabilities, including liabilities under the Securities Act, or
contribution with respect to payments that the agents or underwriters may make
with respect to such liabilities. Agents and underwriters may engage in
transactions with, or perform services for, us in the ordinary course of
business.
All debt securities we offer will be new issues of securities with no
established trading market. Any underwriters may make a market in these
securities, but will not be obligated to do so and may discontinue any market
making at any time without notice. We cannot guarantee the liquidity of the
trading markets for any securities.
14
<PAGE>
LEGAL MATTERS
Perkins Coie LLP, Seattle, Washington, will provide AVT with an opinion as
to the legality of the securities we are offering.
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 June , 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.
15
<PAGE>
- --------------------------------------------------------------------------------
$100,000,000
[LOGO OF AVT CORPORATION]
Common Stock
Preferred Stock
Debt Securities
----------------
PROSPECTUS
----------------
June , 1999
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated costs and expenses, other than
underwriting discounts, payable by the registrant in connection with the
offering of the securities being registered.
<TABLE>
<S> <C>
SEC registration fee.............................................. $27,800
Transfer Agent and registrar fee.................................. 10,000
Legal fees and expenses........................................... 30,000
Accounting fees and expenses...................................... 20,000
Miscellaneous fees and expenses................................... 10,000
-------
Total............................................................. $97,800
=======
</TABLE>
Item 15. Indemnification of Directors and Officers
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act (the "WBCA") authorize a court to award, or a corporation's
board of directors to grant, indemnification to directors, officers, employees
and agents of the registrant and those serving at the registrant'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 registrant's restated bylaws provides for indemnification of
the registrant'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 the registrant, or that being or having been such a
director or officer or an employee of the registrant, such director or officer
is or was serving at the request of the registrant 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 the registrant's board of directors or unless the action is to
enforce the rights of indemnification. No indemnity may be provided by the
registrant 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 registrant's amended and restated articles of
incorporation provides for limitation of the director liability to the maximum
extent permitted by the WBCA.
The registrant 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. The registrant 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 the registrant's restated bylaws and
amended 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>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
1.1 Proposed Form of Underwriting Agreement*
3.1 Amended and Restated Articles of Incorporation**
3.2 Restated Bylaws**
4.1 Form of Deposit Agreement*
4.2 Form of Indenture*
4.3 Form of Subordinated Indenture*
5.1 Opinion of Perkins Coie LLP*
23.1 Consent of Arthur Andersen, independent auditors*
Consent of Perkins Coie LLP (included in its opinion filed as Exhibit
23.2 5.1 hereto)*
Powers of Attorney (contained on the signature pages of this
24.1 registration statement)
Statement of Eligibility and Qualification on Form T-1 of trustee to
25.1 act as trustee under indenture*
</TABLE>
- --------
* To be filed by amendment or as an exhibit to a report pursuant to Section
13(a) or 15(d) of the Exchange Act.
** Incorporated by reference to the registrant's Registration Statement on Form
S-1 (Registration No. 33-85452) filed on October 21, 1994.
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 and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price, set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference into the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
II-2
<PAGE>
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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 Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable. If a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
D. The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Trust Indenture Act.
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 2nd day of
June, 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 2nd day of June, 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 Description
------- -----------
<C> <S>
1.1 Proposed Form of Underwriting Agreement*
3.1 Amended and Restated Certificate of Incorporation**
3.2 Amended and Restated Bylaws**
4.1 Form of Deposit Agreement*
4.2 Form of Indenture*
4.3 Form of Subordinated Indenture*
5.1 Opinion of Perkins Coie LLP*
23.1 Consent of Arthur Andersen, independent auditors*
23.2 Consent of Perkins Coie LLP (included in its opinion filed as Exhibit
5.1 hereto)*
24.1 Powers of Attorney (contained on the signature pages of this
registration statement)
25.1 Statement of Eligibility and Qualification on Form T-1 of trustee to
act as trustee under indenture*
</TABLE>
- --------
* To be filed by amendment or as an exhibit to a report pursuant to Section
13(a) or 15(d) of the Exchange Act.
** Incorporated by reference to AVT's Registration Statement on Form S-1
(Registration No. 33-85452) filed on October 21, 1994.
