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As filed with the Securities and Exchange Commission on April __, 1999
Registration No. 333-73333
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THRUSTMASTER, INC.
(Exact name of registrant as specified in its charter)
OREGON 93-1040330
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
SUITE 400, 7175 N.W. EVERGREEN PARKWAY
HILLSBORO, OREGON 97124
(503) 615-3200
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
FRANK G. HAUSMANN, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
THRUSTMASTER, INC.
SUITE 400, 7175 N.W. EVERGREEN PARKWAY
HILLSBORO, OREGON 97124
(503) 615-3200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
PATRICK J. SIMPSON
DAVID S. MATHESON
PERKINS COIE LLP
SUITE 1500, 1211 S.W. FIFTH AVENUE
PORTLAND, OREGON 97204-3715
(503) 727-2000
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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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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 APRIL __, 1999
633,254 SHARES
THRUSTMASTER, INC.
COMMON STOCK
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The following shareholders of ThrustMaster or their successors may offer for
sale up to 633,254 shares of common stock at various times: Strong River
Investments, Inc., Montrose Investments L.P. and Westover Investments L.P.
ThrustMaster will not receive any proceeds from the sale of the shares by the
selling shareholders.
The common stock trades on the Nasdaq National Market under the symbol "TMSR."
INVESTING IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 2.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus is __________, 1999.
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TABLE OF CONTENTS
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THRUSTMASTER, INC.................................................................................................... 3
RISK FACTORS ........................................................................................................ 3
Fluctuations in Our Operating Results Make it Difficult to Predict Our Future Performance and
May Result in Volatility in the Market Price of Our Common Stock .................................. 4
Our Operating Results Are Seasonal ......................................................................... 4
Shorter Than Expected Product Life Cycles May Result in Depressed Revenues and Gross
Margins in Affected Periods ....................................................................... 5
The Intense Competition in Our Markets May Lead to Reduced Sales of Our Products and
Reduced Profits ................................................................................... 5
We May Not be Able to Develop Acceptable New Products or Enhancements to Our Existing
Products at the Rate Required by Our Rapidly Changing Markets ..................................... 5
Our Products Have Short Life Cycles ........................................................................ 5
Prices for Products in Our Markets are Declining ........................................................... 6
We May Need to Access Additional Funds to Finance Ongoing Operations ....................................... 6
Our Dependence Upon Offshore Manufacturing Contractors Imposes Additional Risks ............................ 6
We Depend on a Single Offshore Vendor ...................................................................... 6
We Depend on a Limited Number of Key Customers ............................................................. 7
The Loss of Key Personnel Could Adversely Affect Our Business and Decrease the Value of Your
Investment ........................................................................................ 7
Our Failure to Attract and Retain Additional Personnel Could Adversely Affect Our Business and
Decrease the Value of Your Investment ............................................................. 7
The Strain that Changes in Our Growth Rate Places Upon Our Systems and Management
Resources May Adversely Affect Our Business and Decrease the Value of Your
Investment ........................................................................................ 7
Our International Sales are Significant and Could Decrease for Reasons Additional to Those
Affecting Domestic Sales .......................................................................... 7
We May be Unable to Protect Our Intellectual Property ...................................................... 8
Others May Bring Intellectual Property Infringement Claims Against Us ...................................... 8
Product Defects Could Lead to Losses of Customers .......................................................... 9
We Depend on a Small Group of Suppliers for Critical Components ............................................ 9
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Changes in our Distribution Network Could Adversely Affect our Business .................................... 9
Slow Demand and Abundant Supplies of Products May Lead to Significant Price Reductions. .................... 9
Some of Our Products May Not be Year 2000 Compliant, Which Could Result in Customer
Dissatisfaction, Claims Against Us or Business Interruptions ..................................... 10
Our Anti-Takeover Provisions and Preferred Stock May Reduce the Market Price of Our
Common Stock ...................................................................................... 10
Sales of Stock by Existing Shareholders May Reduce the Market Price of Our Stock ........................... 11
The Market Price for Our Common Stock, Like Other Technology Stocks, May be Volatile ....................... 11
FORWARD-LOOKING INFORMATION ......................................................................................... 11
HOW TO OBTAIN MORE INFORMATION....................................................................................... 11
SELLING SHAREHOLDERS ................................................................................................ 13
PLAN OF DISTRIBUTION ................................................................................................ 14
VALIDITY OF COMMON STOCK............................................................................................. 16
EXPERTS ............................................................................................................ 16
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THRUSTMASTER, INC.
ThrustMaster is a developer and marketer of realistic, high quality
game controllers and software solutions for the home personal computer and video
console markets. The ThrustMaster-Registered Trademark- brand name is recognized
for quality, value, durability and ease of use. Our products enhance the
enjoyment of the personal computer, video game, and Internet entertainment
experience and appeal to a wide variety of users, from occasional game players
to avid enthusiasts. Our hardware products include racing wheels, joysticks,
game pads and flight simulation controllers. These products are available in
over 5,000 retail outlets in North America and Europe. Our software product,
called Talk n' Play, is an Internet communications solution that allows up to
four people in separate locations to simultaneously talk and play games over
the Internet.
We were incorporated in Oregon in 1990. Our principal executive offices
are located at Suite 400, 7175 N.W. Evergreen Parkway, Hillsboro, Oregon 97124.
Our main telephone number is (503) 615-3200.
RISK FACTORS
Before investing in the common stock, you should consider carefully the
following factors, as well as the information contained in the rest of this
prospectus and in the documents we incorporate by reference.
DILUTION THROUGH ISSUANCE OF ADJUSTMENT SHARES WITHOUT ADDITIONAL PAYMENT
TO THRUSTMASTER
In connection with the sale of shares of our common stock to the
Selling Shareholders on January 28, 1999, we agreed to issue adjustment shares
to the Selling Shareholders for no additional consideration. The number of
adjustment shares to be issued depends on the average of the lowest 10 days
closing bid prices for the common stock during each of the two consecutive
25-day periods after the date of this prospectus. We have agreed to include in
this prospectus 312,500 shares that may be issued to the selling shareholders
as adjustment shares. We may actually issue more or fewer adjustment shares.
The number of shares to be issued at the end of each 25-day period will be
calculated by (a) multiplying 125,000 (which is half the number of shares
issued at the closing date) by (b)(1) an amount equal to $18.00 less the
relevant average closing bid price for the 25-day period divided by (2) the
average closing bid price. If the relevant average closing bid price during
each 25-day period is $16.00 per share, the same as the market price of the
common stock on the date preceding the closing date, we will be required to
issue 31,250 adjustment shares. If the relevant average closing bid price of
the common stock during each 25-day period exceeds $16.00 per share, we will
issue fewer shares, with no adjustment shares being issued if the relevant
closing bid price equals or exceeds $18.00 per share. If the relevant average
closing bid price is less than $16.00 per share during the periods, more than
31,250 adjustment shares will be issued. In order for 312,500 adjustment
shares to be issued, the relevant average closing bid price for each of the
25-day periods would have to be $8.00 per share.
SALES OF STOCK BY EXISTING SHAREHOLDERS MAY REDUCE THE MARKET PRICE OF OUR STOCK
Sales of substantial amounts of ThrustMaster common stock in the public
market by existing shareholders or further issuances of capital stock by us
could adversely affect the price of the common stock. As of April 1, 1999,
approximately all of the outstanding shares of common stock, other than the
shares offered hereby, are freely tradable under federal securities laws to the
extent that they are not held by ThrustMaster affiliates.
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THE MARKET PRICE FOR OUR COMMON STOCK, LIKE OTHER TECHNOLOGY STOCKS, MAY BE
VOLATILE
The value of your investment in ThrustMaster could decline due to the
impact of any of the following factors upon the market price of our common
stock:
- Variations in our actual and anticipated operating results;
- Changes in our earnings estimates by analysts;
- Our failure to meet analysts' performance expectations, and
- Lack of liquidity.
The stock markets have recently experienced stock price and volume
volatility that has affected companies' stock prices. The stock markets may
continue to experience volatility that may adversely affect the market price of
our common stock. Stock prices for many companies in the technology sector have
experienced wide fluctuations that have often been unrelated to the operating
performance of such companies. Fluctuations such as these may affect the market
price of our common stock.
OUR ANTI-TAKEOVER PROVISIONS AND PREFERRED STOCK MAY REDUCE THE MARKET PRICE OF
OUR COMMON STOCK
Provisions of our articles of incorporation and bylaws may have the
effect of delaying or preventing a merger or sale of ThrustMaster, or making a
merger or acquisition less desirable to a potential acquirer, even where
shareholders may consider the acquisition or merger favorable. These provisions
include those establishing a classified Board of Directors. Provisions of the
Oregon Business Corporation Act, including "business combination" provisions and
the Control Share Act, also may delay, prevent, or discourage someone from
acquiring or merging with us.
The issuance of preferred stock may have the effect of delaying,
deferring, or preventing a change in control without further action by the
shareholders. Any such issuance may materially and adversely affect the market
price of the common stock and the voting rights of the holders of common stock.
The issuance of preferred stock may also result in the loss of the voting
control of holders of common stock to the holders of preferred stock. We are
authorized to issue up to 5,000,000 shares of preferred stock.
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IT IS DIFFICULT TO FORECAST SALES
Customers generally order on an as-needed basis and, accordingly, we
have historically operated with a relatively small backlog. This reduces our
ability to accurately forecast revenue. A disproportionate percentage of our
revenue in any quarter may be generated in the last month or weeks of a quarter.
Our revenue in a given period depends on the following:
- the volume and timing of orders received during the period;
- the timing of new product introductions by us and our
competitors;
- product line maturation;
- the impact of price competition on our average selling prices;
- the availability of components for our products;
- changes in product or distribution channel mix;
- the level of inventory carried by our distribution and retail
channel customers; and
- product returns and price protection charges from customers.
These factors all tend to make the timing of revenue unpredictable and
may lead to significant period-to-period fluctuations in revenue. These
fluctuations may not be identifiable until at or near the end of a period.
ALTHOUGH WE DO NOT HAVE FIRM SALES FORECASTS WE MUST PLAN OUR EXPENDITURES FAR
IN ADVANCE
Notwithstanding the difficulty in forecasting future sales and the
relatively small level of backlog at any given time, we generally must plan
production, order components and undertake our development, sales and marketing
activities and other commitments months in advance. Accordingly, impacts of
shortfalls in revenue may be magnified due to our inability to adjust expenses
or inventory levels during the quarter to match the level of revenue for the
quarter. Conversely, in our efforts to adjust inventory levels to a slower order
rate, we may overcorrect our component purchases and inventory levels, resulting
in periodic shortages of inventory and delivery delays and negatively affecting
our revenue, market share and customer satisfaction levels in the current
quarter or in future quarters.
OUR OPERATING RESULTS ARE SEASONAL
We generally experience seasonality in our operating results. Our
revenues typically are substantially higher in the fourth quarter of the year,
reflecting traditional retail seasonality patterns.
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OUR PRODUCTS HAVE SHORT LIFE CYCLES
The markets for our products are characterized by frequent new product
introductions and product obsolescence. These factors typically result in short
product life cycles, frequently ranging from 12 to 18 months. If we do not
successfully introduce new products within a given product cycle, our sales will
be adversely affected for that cycle and possibly for subsequent cycles. Any
such failure could also impair our brand name and ability to command retail
shelf space in future periods. In addition, each new product cycle presents new
opportunities for competitors to gain a product advantage or increase their
market share.
SHORTER THAN EXPECTED PRODUCT LIFE CYCLES MAY RESULT IN DEPRESSED REVENUES AND
GROSS MARGINS IN AFFECTED PERIODS
If a product's life is shorter than expected, unexpected distribution
channel inventory returns and end-of-life and obsolete inventory and tooling
charges could result, which would depress our revenue and gross margin in the
affected periods. Our gross margins are affected by all of the following:
- the mix of products sold;
- the mix of distribution channels used;
- competitive price pressures;
- the availability and cost of components from our suppliers,
- component price inflation or deflation; and
- end-of-life inventory write downs.
Any adverse change in these factors could adversely affect
ThrustMaster's business, results of operations, and financial condition.
Individual product lines generally provide higher margins at the beginning of
the typical 12-to-18-month product life cycle, and lower margins as the product
line matures.
THE INTENSE COMPETITION IN OUR MARKETS MAY LEAD TO REDUCED SALES OF OUR PRODUCTS
AND REDUCED PROFITS
Competition from competitors such as Microsoft often results in pricing
pressures, reduced sales, reduced margins, or the failure of products to achieve
or maintain market acceptance. Any of these factors could have a material
adverse effect on our business, results of operations, and financial condition.
Microsoft and other competitors have greater name recognition, access to larger
customer bases, and substantially greater financial, technical, marketing,
distribution, service, support, and other resources than we have. Consequently,
these competitors may be able to respond more quickly than we can to new or
changing opportunities, technologies, standards, or customer requirements.
WE MAY NOT BE ABLE TO DEVELOP ACCEPTABLE NEW PRODUCTS OR ENHANCEMENTS TO OUR
EXISTING PRODUCTS AT THE RATE REQUIRED BY OUR RAPIDLY CHANGING MARKETS
Our future success depends upon our ability to address the rapidly
changing needs of our customers by developing and introducing high quality
products, product enhancements, and services on a timely basis and by keeping
pace with technological developments and emerging industry standards. The
markets for our products are rapidly evolving. Failure to develop and release
enhanced or new products, or delays or quality problems in doing so, could have
a material adverse effect on our business, results of operations, and financial
condition. As is common in rapidly evolving markets, demand and market
acceptance for recently introduced products are subject to high levels of
uncertainty and risk. New products can also quickly render obsolete products
that were only recently in high demand or otherwise impair the orders for or the
prices
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of our existing products. The markets for our existing products may not
be sustainable at their current levels. The markets for recently introduced and
planned products may not expand or develop.
PRICES FOR PRODUCTS IN OUR MARKETS ARE DECLINING
Our markets are characterized by intense ongoing competition coupled
with declining average selling prices. Accordingly, our average selling prices,
measured over a given period of time, may decline from the levels experienced to
date. Such a decline could cause our revenue and gross margins to decline
relative to prior periods.
OUR DEPENDENCE UPON OFFSHORE MANUFACTURING CONTRACTORS IMPOSES ADDITIONAL RISKS
Virtually all ThrustMaster products are manufactured and assembled in
China and Taiwan by independent contractors. In addition to customary risks of
doing business abroad, the use of independent manufacturing contractors to
manufacture and assemble products offshore has required us to increase
production lead times and has reduced our ability to adjust production in
response to short-term market conditions. As a result, our failure to adequately
forecast demand of products manufactured offshore could materially and adversely
affect our sales and results of operations. In addition, although we seek to
control the quality of our products manufactured and assembled offshore, quality
problems have occasionally arisen, and may in the future arise, that are beyond
our direct control.
WE DEPEND ON A SINGLE OFFSHORE VENDOR
For the year ended December 31, 1998, approximately 84.4% of our
products were manufactured and assembled through a single vendor utilizing
factories located in Taiwan and the Guangdong province of China. Manufacturing
at one factory accounted for more than half of our production. If this or any of
the other manufacturing facilities utilized by us become unavailable, or if the
manufacturing operations at these facilities are slowed, interrupted or
terminated, our
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business, results of operation, and financial condition could be materially and
adversely affected.
WE DEPEND ON A LIMITED NUMBER OF KEY CUSTOMERS
For the year ended December 31, 1998, two customers accounted for an
aggregate of approximately 24.9% of our revenues. The loss of one or more key
customers or any significant reduction in orders by key customers could have a
material adverse effect on our business, results of operations or financial
condition. We anticipate that a significant portion of our revenues and accounts
receivable will continue to be derived from a limited number of key customers.
THE LOSS OF KEY PERSONNEL COULD ADVERSELY AFFECT OUR BUSINESS AND DECREASE THE
VALUE OF YOUR INVESTMENT
Our success depends largely upon the continued services of our
executive officers and other key management and development personnel. The loss
of the services of one or more of our executive officers, engineering personnel,
or other key employees could have a material adverse effect on our business,
results of operations, and financial condition. Our employees do not have
employment agreements and could terminate their employment with us at any time
without penalty. We do not maintain key person life insurance policies on any of
our employees.
OUR FAILURE TO ATTRACT AND RETAIN ADDITIONAL PERSONNEL COULD ADVERSELY AFFECT
OUR BUSINESS AND DECREASE THE VALUE OF YOUR INVESTMENT
Our future success also depends on our ability to attract and retain
highly qualified personnel. We may not be successful in attracting or retaining
qualified personnel, which could have a material adverse effect on our business,
results of operations, and financial condition. The competition for qualified
personnel in the computer software and game markets is intense, and we may be
unable to attract, assimilate, or retain additional highly qualified personnel
in the future. We attempt to hire engineers with high levels of experience in
designing and developing software and personal computer-related products in
time-pressured environments. There is a limited number of qualified engineers in
our geographic location, resulting in intense competition for their services.
THE STRAIN THAT CHANGES IN OUR GROWTH RATE PLACES UPON OUR SYSTEMS AND
MANAGEMENT RESOURCES MAY ADVERSELY AFFECT OUR BUSINESS AND DECREASE THE
VALUE OF YOUR INVESTMENT
Any failure to properly manage our growth could have a material adverse
effect on our business, results of operations, and financial condition. The
growth and contractions that we have experienced place significant challenges on
our management, administrative, and operational resources. To properly manage
our business, we must, among other things, implement and improve additional and
existing administrative, financial, and operational systems, procedures, and
controls on a timely basis. We may not be able to complete the necessary
improvements to our systems, procedures, and controls necessary to support our
future operations in a timely manner. Management may not be able to hire, train,
retain, motivate, and manage required personnel and may not be able to
successfully identify, manage, and exploit existing and potential market
opportunities.
WE MAY NEED TO ACCESS ADDITIONAL FUNDS TO FINANCE ONGOING OPERATIONS
As of April 1, 1999, we believe that available funds together with
borrowings from our credit facility will be adequate to meet our anticipated
cash needs during the next 12 months. However, additional capital beyond the
amounts currently forecast by us will not be required and may not be available
on reasonable terms, if at all. Additional financing
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may involve public or private offerings of debt or equity securities, and may
include bank debt. Debt financing may increase our leveraged position, require
us to devote significant cash to service debt and limit funds available for
working capital, capital expenditures, and general corporate purposes. Any of
these results could increase our vulnerability to adverse economic and industry
conditions and competitive pressures. Equity financing may cause additional
dilution to purchasers of ThrustMaster common stock.
OUR INTERNATIONAL SALES ARE SIGNIFICANT AND COULD DECREASE FOR REASONS
ADDITIONAL TO THOSE AFFECTING DOMESTIC SALES
Approximately 29.6% and 35.7% of our total revenue for the years ended
December 31, 1997 and 1998, respectively, were attributable to sales made
outside the United States. Any reduction in international sales, or our failure
to further develop our international distribution channels, could have a
material adverse effect on our business, results of operations, and financial
condition.
Our international operations are subject to the risks inherent in
international business activities, including, in particular:
- Management of an organization operating in various countries;
- Compliance with a variety of foreign laws and regulations;
- Overlap of different tax structures;
- Foreign currency exchange rate fluctuations, which may affect
demand for our products in international markets or our
consolidated multinational financial results;
- Trade restrictions, changes in tariffs, and freight rates; and
- Regional economic and political conditions.
These factors could have a material adverse effect on our future international
sales and, consequently, our business, results of operations, and financial
condition.
WE MAY BE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY
We regard substantial elements of our products as proprietary and
attempt to protect them by relying on patent, trademark, service mark, trade
dress, copyright, and trade secret laws and restrictions, as well as
confidentiality procedures and contractual provisions. Any steps we take to
protect our intellectual property may be inadequate, time consuming, and
expensive. In addition, despite our efforts, we may be unable to prevent
third-parties from infringing upon or misappropriating our intellectual
property. Any such infringement or misappropriation could have a material
adverse effect on our business, results of operations, and financial condition.
Currently issued patents or any new patent applications may not provide us with
any competitive advantages, or may be challenged by third parties. Effective
trademark, copyright, and trade secret protection may not be available in every
country in which our products are distributed. In addition, our competitors may
independently develop similar technology that substantially limits the value of
our intellectual property.
OTHERS MAY BRING INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS AGAINST US
In addition to the technology we have developed internally, we also
have acquired or licensed technologies from other companies. Our internally
developed technology or the technology we acquired or licensed may infringe on a
third party's intellectual property rights and such third parties may bring
claims against us alleging infringement of their intellectual property rights.
Any such infringement or claim of infringement could have a material adverse
affect on our
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business, result of operations, and financial condition.
In recent years, there has been significant litigation in the United
States involving patents and other intellectual property rights. We are not
currently involved in any intellectual property litigation. We may, however, be
a party to litigation in the future to protect our intellectual property or as a
result of an alleged infringement of others' intellectual property. Such claims
and any resulting litigation could subject us to significant liability for
damages and invalidation of our proprietary rights. Such litigation, regardless
of its success, likely would be time-consuming and expensive to defend and would
divert management time and attention. Any potential intellectual property
litigation could also force us to do one or more of the following:
- Cease selling, incorporating, or using products or services
that incorporate the challenged intellectual property;
- Obtain from the holder of the infringed intellectual property
right a license to sell or use the relevant technology, which
license may not be available on reasonable terms, or at all;
and
- Redesign those products or services that incorporate such
technology.
Any of these results could have a material adverse effect on our
business, results of operations, and financial condition.
PRODUCT DEFECTS COULD LEAD TO LOSSES OF CUSTOMERS
Our products may contain undetected errors or "bugs" when first
introduced or as new versions or enhancements are released. Despite our internal
testing, these errors may be discovered only after our products have been
installed and used by customers. These undetected errors may relate to
components supplied to us. Our products are complex as a result of factors
including (1) advanced functionality, (2) the diverse operating environments in
which the products may be deployed, (3) the need for interoperability, and (4)
the multiple versions of such products that must be supported for diverse
operating platforms and standards. The complexity of our products increases the
likelihood that they may contain errors when introduced. Problems encountered by
customers or product recalls could materially adversely affect our business,
financial condition and results of operations.
WE DEPEND ON A SMALL GROUP OF SUPPLIERS FOR CRITICAL COMPONENTS
A number of important components used in our products are often
obtained from one or a limited group of suppliers. Any reduction, interruption
of or delay in supply could materially and adversely affect our business,
results of operations or financial condition. We have had and may in the
future have, shortages of supplies and delays in deliveries of necessary
components. To date, we have not experienced any material shortages or delays
in deliveries of necessary components, and no such shortage or delay has had a
material adverse effect on our business, results of operations or financial
condition. Substantially all components used in our products are purchased
from sources located outside the United States. Trading policies adopted by
the United States or foreign governments could restrict the availability of
components or increase the cost of obtaining them. Any significant increase in
component prices or decrease in component availability could materially and
adversely affect our business, results of operations and financial condition.
CHANGES IN OUR DISTRIBUTION NETWORK COULD ADVERSELY AFFECT OUR BUSINESS
We sell our products through a network of domestic and international
distributors, and directly to major retailers and mass merchants. Personal
computer distribution and retail channels historically have been characterized
by rapid change, including periods
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of widespread financial difficulties and consolidation and the emergence of
alternative sales channels. These alternative channels include direct mail order
sales, telephone sales by PC manufacturers and electronic commerce on the
Internet. Changes in distribution channel patterns, such as increased commerce
on the Internet, increased use of mail-order catalogs, increased use of
consumer-electronics channels for personal computer sales, or increased
personalized configuration of PC systems by PC manufacturers to fit customers'
requirements could affect us in unforeseen ways. In addition, changes in the
types of products we sell or additions thereto, such as the introduction of our
Talk n' Play Internet conferencing product or the software products, may require
specialized channel partnerships. We may not be able to establish such
partnerships or maintain them after they are established. Failure to maintain
our current distribution channels, to adjust to changes in distribution patterns
or to establish or maintain channel partnerships may have a material adverse
effect on our business, results from operations or financial condition.
SLOW DEMAND AND ABUNDANT SUPPLIES OF PRODUCTS MAY LEAD TO SIGNIFICANT PRICE
REDUCTIONS.
We believe that we are currently operating in a period of slow demand
and low sales and a market characterized by abundant products. In such an
environment, price declines are more likely to occur and, should they occur, are
more likely to be severe. High distribution channel inventory levels may also
result and lead to substantial price protection charges. Declining prices and
sales and increased price protection charges will adversely affect our business,
results of operations, and financial condition. Periods characterized by slow
demand, low sales and abundant products generally lead to existing distribution
channel inventory levels of older product that are higher than desirable. The
distribution channels used by ThrustMaster generally maintain inventory levels
in a range of one to three months of customer demand. These channel inventory
levels tend toward the low end of the months-of-supply range when demand is
stronger, sales are higher and products are in short supply. Conversely, when
demand is slower, sales are lower and products are abundant, these channel
inventory levels tend toward the high end of the months-of-supply range. In such
situations, we frequently attempt to ensure that distributors and retailers
devote their working capital, sales and logistics resources to ThrustMaster
products to a greater degree than to those of competitors. Similarly, our
competitors attempt to ensure that their own products are receiving a
disproportionately higher share of the distributors' working capital and
logistics resources.
SOME OF OUR PRODUCTS MAY NOT BE YEAR 2000 COMPLIANT, WHICH COULD RESULT IN
CUSTOMER DISSATISFACTION, CLAIMS AGAINST US OR BUSINESS INTERRUPTIONS
We are currently reviewing our products, internal systems and
infrastructure in order to identify and modify those products and systems that
are not year 2000 compliant. We expect any required modification to be made on a
timely basis and do not believe that the cost of any such modification will have
a material adverse effect on our operating results. However, increased costs
associated with implementation of any such modifications and the inability to
implement such modifications could have or material adverse effect on our
business, results of operations, and financial condition. In addition, if our
suppliers, vendors, major distributors, and partners fail to correct their year
2000 problems, such failure could result in an interruption in, or a failure of,
our normal business activities or operations. Such failures could have a
material adverse effect on our business, results of operations, and financial
condition.
-11-
<PAGE>
FORWARD-LOOKING INFORMATION
This prospectus and the documents we incorporate by reference contain
"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 statement 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, statements regarding industry prospects and our future results of
operations or financial position are forward-looking statements. Words such as
-12-
<PAGE>
"anticipates," "expects," "intends," "plans," "believes," "seeks," estimates,"
and similar expressions identify forward-looking statements. But the absence of
these words does not mean the statement is not forward-looking. We cannot
guarantee any of the forward-looking statements, which are subject to risks,
uncertainties and assumptions that are difficult to predict. Actual results may
differ materially from those we forecast in forward-looking statements due to a
variety of factors, including those set forth in the section entitled "Risk
Factors," elsewhere in this prospectus and in the documents we have incorporated
by reference. We do not intend to update any forward-looking statements due to
new information, future events or otherwise.
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 1-800-732-0330 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 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 rooms or from its 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
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. ThrustMaster's Annual Report on Form 10-K for the year ended
December 31, 1998;
2. The description of the common stock in ThrustMaster's Registration
Statement on Form 8-A filed on February 8, 1995, including any
amendment or report filed to update the description; and
3. All other documents filed by ThrustMaster 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 ThrustMaster's corporate secretary at our principal
offices, which are located at Suite 400, 7175 N.W. Evergreen Parkway, Hillsboro,
Oregon 97124, telephone number (503) 615-3200.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone 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.
-13-
<PAGE>
SELLING SHAREHOLDERS
The following table presents information regarding the selling
shareholders and the number of shares they may offer by this prospectus as of
April 1, 1999. The shares listed under the column entitled "Number of Shares of
Common Stock Offered Hereby" includes the shares under the column entitled
"Number of Shares of Common Stock Beneficially Owned Prior to the Offering" plus
additional shares (the "Adjustment Shares") the selling shareholders have
already purchased at a discount, but that will be issued to them after the date
of this prospectus. As described in greater detail following the table below,
the number of Adjustment Shares that will be issued is dependent upon the price
of the common stock during periods after the date of this prospectus. Because of
this, the actual number of Adjustment Shares that will be issued and,
consequently, offered for sale under this prospectus, cannot be determined at
this time. However, ThrustMaster has agreed to include in this prospectus an
aggregate of 633,254 shares of its common stock to cover the resale of the
320,754 shares of common stock indicated as beneficially owned by the selling
shareholders in the table below and up to 312,500 Adjustment Shares that may be
issued to them. The information under the column entitled "Number of Shares of
Common Stock Beneficially Owned After the Offering" assumes that all shares of
common stock offered by this prospectus have been sold.
<TABLE>
<CAPTION>
Number of Shares of
Common Stock Number of Shares of Shares of Common Stock
Beneficially Owned Common Stock Beneficially Owned After the Offering
---------------------------------------
Selling Shareholder Prior to the Offering Offered Hereby Number of Shares Percentage of Class
------------------- --------------------- -------------- ---------------- -------------------
<S> <C> <C> <C> <C>
Strong River Investments, Inc. 160,378(1) 316,628 0 *
Montrose Investments L.P. 104,244(2) 205,807 0 *
Westover Investments L.P. 56,132(3) 110,818 0 *
---------- ------- ---
Totals 320,754 312,500 0
-------------- -------------- -
</TABLE>
- --------------------------
* Represents less than one percent of the common stock outstanding.
(1) Represents 125,000 shares of common stock purchased in the transaction
described below and 35,378 shares of common stock issuable upon exercise of
warrants issued in connection therewith.
(2) Represents 81,250 shares of common stock purchased in the transaction
described below and 22,994 shares of common stock issuable upon exercise of
warrants issued in connection therewith.
(3) Represents 43,750 shares of common stock purchased in the transaction
described below and 12,382 shares of common stock issuable upon exercise of
warrants issued in connection therewith.
In addition to the shares of common stock offered by this prospectus,
the selling shareholders have agreed that subject to contractual conditions,
ThrustMaster may require the selling shareholders to purchase additional shares
of common stock from Thrustmaster.
-14-
<PAGE>
On January 28, 1999 (the "Closing"), the selling shareholders paid
ThrustMaster $4,000,000 for an aggregate of 250,000 shares of ThrustMaster
common stock, warrants to purchase an aggregate of 70,754 additional shares of
common stock, and the agreement of ThrustMaster to issue the Adjustment
Shares. The market price of the common stock on the date preceding the Closing
was $16.00 per share. The exercise price for 35,377 of the shares issuable
upon exercise of the warrants is $20.00; the exercise price for the remaining
35,377 shares issuable upon exercise of the warrants is $22.40. The warrants
expire on January 28, 2008. ThrustMaster may elect to redeem unexercised
warrants if the market price of the ThrustMaster common stock after August 1,
2000 exceeds 130% of the applicable exercise price for a period of 10
consecutive days.
ThrustMaster has agreed to include in this prospectus 312,500 shares
that may be issued to the selling shareholders as Adjustment Shares. More or
fewer Adjustment Shares may actually be issued by ThrustMaster. The Adjustment
Shares will be issued for no additional consideration. The number of
Adjustment Shares to be issued will depend upon the average of the lowest 10
days' closing bid prices of the common stock during each of the two
consecutive 25-day periods after the date of this prospectus. The number of
shares to be issued at the end of each 25-day period will be calculated by (a)
multiplying 125,000 (which is half the number of shares issued at the Closing)
by (b)(1) an amount equal to $18.00 less the relevant average closing bid
price for the 25-day period divided by (2) the average closing bid price. If
the relevant average closing bid price during each such 25-day period is
$16.00 per share, the same as the market price of the common stock on the date
preceding the Closing Date, ThrustMaster will issue 31,250 Adjustment Shares.
If the relevant average closing bid price of the Common Stock during each
25-day period exceeds $16.00 per share, ThrustMaster will issue fewer shares,
with no Adjustment Shares being issued if the relevant closing bid price
equals or exceeds $18.00 per share. If the relevant average closing bid price
is less than $16.00 per share during the periods, more than 31,250 Adjustment
Shares will be issued. In order for 312,500 Adjustment Shares to be issued,
the relevant average closing bid price for each of the 25-day periods would
have to be $8.00 per share.
None of the selling shareholders has had any material relationship with
ThrustMaster or its affiliates within the past three years.
The selling shareholders have represented to us that they purchased the
shares for their own account for investment only and not with a view towards
selling or distributing them, except pursuant to sales registered under the
Securities Act or exemptions. ThrustMaster agreed with the selling shareholders
to file the registration statement to register the resale of the shares.
ThrustMaster agreed to prepare and file all necessary amendments and supplements
to the registration statement to keep it effective until the earlier of (1) the
third anniversary of the effective date of the registration statement related to
this prospectus and (2) the date on which the selling shareholders have sold all
the shares.
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. We will not
receive any proceeds from the sale of shares by the selling shareholders or
their successors. 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, on one or more other securities markets and exchanges, or in
privately negotiated transactions. They may sell the shares at fixed prices, at
market prices prevailing at the time of sale, or at negotiated prices. The
selling shareholders may use any one or more of the following methods when
selling shares:
-15-
<PAGE>
- ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
- block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
- purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
- an exchange distribution in accordance with the rules of the
applicable exchange;
- privately negotiated transactions;
- short sales;
- broker-dealers may agree with the selling shareholders to sell a
specified number of the shares at a stipulated price per share;
- a combination of any such methods of sale; and
- any other method permitted pursuant to applicable law.
The selling shareholders may also sell shares under SEC Rule 144, if
available, rather than under this prospectus.
The selling shareholders may effect short sales against the box, puts
and calls and other transactions in ThrustMaster securities or derivatives of
ThrustMaster securities. The selling shareholders may sell or deliver the shares
in connection with these trades. The selling shareholders may pledge the shares
to their brokers under the margin provisions of customer agreements. If a
selling shareholder defaults on a margin loan, the broker may offer and sell the
pledged shares from time to time.
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. They have also advised us that no
underwriter or coordinating broker is now acting in connection with the proposed
sale of shares.
If a selling shareholder notifies us that any material arrangement has
been entered into with a broker-dealer for the sale of shares through a block
trade, special offering, exchange distribution or secondary distribution or a
purchase by a broker or dealer, we will file a supplement to this prospectus if
required pursuant to Rule 424(b) under the Securities Act. The supplement will
disclose (1) the name of each such selling shareholder and of the participating
broker-dealer, (2) the number of shares involved, (3) the price at which the
shares were sold, (4) any applicable commissions paid or discounts or
concessions allowed to such broker-dealer, (5) that such broker-dealer did not
conduct any investigation to verify the information set forth or incorporated by
reference in this prospectus, and (6) other facts material to the transaction.
In addition, if a selling shareholder notifies us that a donee or pledgee
intends to sell more than 500 shares, a supplement to this prospectus will be
filed. To the extent required, we will also set forth in a supplement to this
prospectus or, if appropriate, a post-effective amendment to the related
registration statement (1) the number of the shares to be sold, (2) purchase
prices and public offering prices, (3) the names of any agents, dealers or
underwriters, and (4) any applicable commissions, discounts or concessions with
respect to a particular offer.
-16-
<PAGE>
Broker-dealers engaged by the selling shareholders may arrange for
other brokers-dealers to participate in sales. Broker-dealers may receive
commissions, concessions or discounts from the selling shareholders and the
purchasers. The selling shareholders do not expect these commissions,
concessions and discounts to exceed what is customary in the types of
transactions involved.
The selling shareholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act. In such event, any commissions received by them
and any profit on the resale of the shares may be deemed to be underwriting
commissions or discounts 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. We have
informed the selling shareholders that the anti-manipulation provisions of
Regulation M of the Securities Exchange Act may restrict their sales in the
market.
ThrustMaster will pay all expenses of the registration and sale of the
shares, other than selling commissions and fees and stock transfer taxes.
ThrustMaster also has agreed to indemnify the selling shareholders and
broker-dealers who assist in the sale of the shares against liabilities based
upon any untrue or alleged untrue statements of material fact in this prospectus
or the related registration statement or upon any omission or alleged omission
of a material fact required to be included in this prospectus or the
registration statement or necessary to make the statements herein and therein
not misleading. ThrustMaster will not be required to provide indemnification to
the extent any untrue or alleged untrue statement was included, or an omission
or alleged omission was made, as a result of information furnished by the
selling shareholders.
We cannot guarantee that the selling shareholders will sell any or all
of the shares.
VALIDITY OF COMMON STOCK
Perkins Coie LLP, Portland, Oregon, has provided ThrustMaster with an
opinion as to the due authorization and valid issuance of the shares of common
stock offered by this prospectus and as to the fully paid and nonassessable
nature of such shares.
EXPERTS
The financial statements incorporated in this prospectus by reference
to the Annual Report on Form 10-K for the year ended December 31, 1998, have
been so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
-17-
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 THRUSTMASTER 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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
633,254 SHARES
THRUSTMASTER, INC.
COMMON STOCK
--------------
PROSPECTUS
--------------
________________, 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 payable by the
Registrant in connection with the sale of Common Stock being registered. All
amounts are estimates except the SEC registration fee and the Nasdaq National
Market additional listing fee. The selling shareholders will pay all selling
commissions and fees and stock transfer taxes.
<TABLE>
<S> <C>
SEC registration fee............................... $ 2,338
Nasdaq National Market listing fee................. $ 12,665
Legal fees and expenses............................ $ 7,500
Accounting fees and expenses....................... $ 1,500
Miscellaneous fees and expenses.................... $ 997
--------
Total......................................... $ 25,000
------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As an Oregon corporation, the Registrant is subject to the Oregon
Business Corporation Act. Pursuant to Section 60.047(2)(d) of the Oregon
Business Corporation Act, Article X of the Registrant's Articles of
Incorporation (Exhibit 4.1 hereto) eliminates the liability of the Registrant's
directors to the Registrant or its shareholders, except for any liability
related to (1) any breach of the duty of loyalty to the Registrant or its
shareholders; (2) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; (3) any distribution that
is unlawful under the Oregon Business Corporation Act; or (4) any transaction
from which the director derived an improper personal benefit.
Sections 60.391 and 60.407(2) of the Oregon Business Corporation Act
allow corporations to indemnify their directors and officers, respectively,
against liability where the director or officer has acted in good faith and with
a reasonable belief that actions taken were in the best interests of the
corporation or at least not opposed to the corporation's best interests and, if
in a criminal proceeding, the individual had no reasonable cause to believe the
conduct in question was unlawful. Under the Oregon Business Corporation Act,
corporations may not indemnify against liability in connection with a claim by
or in the right of the corporation or for any improper personal benefit in which
the director or officer was adjudged liable to the corporation. Sections 60.394
and 60.407(1) of the Oregon Business Corporation Act mandate indemnification of
directors and officers, respectively, for all reasonable expenses incurred in
the successful defense of any claim made or threatened, whether or not such
claim was by or in the right of the corporation. Finally, pursuant to the
Sections 60.401 and 60.407(1) of the Oregon Business Corporation Act, a court
may order indemnification in view of all the relevant circumstances, whether or
not the director or officer met the good-faith and reasonable belief standards
of conduct set out in Section 60.391 of the Oregon Business Corporation Act or
was adjudged liable to the corporation.
Section 60.414 of the Oregon Business Corporation Act also provides
that the statutory indemnification provisions are not deemed exclusive of any
other rights to which directors or officers may be entitled under a
corporation's articles of incorporation or bylaws, any agreement, general or
specific action of the board of directors, vote of shareholders or otherwise.
The Registrant's Amended and Restated Bylaws require indemnification of
directors and officers of the Registrant to the fullest extent not prohibited by
law. The Registration Rights Agreement (Exhibit 4.7 hereto) provides that the
selling shareholders will indemnify each director of the Registrant, each
officer of the Registrant and each person who controls the Registrant for
certain liabilities, including liabilities under the Securities Act.
II-1
<PAGE>
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
*4.1 Description of Capital Stock contained in the
Articles of Incorporation, as amended
@4.2 Description of Rights of Security Holders
contained in the Amended and Restated Bylaws
$4.3 Form of Certificate for Shares of Common Stock
$4.4 Form of Representatives' Warrant Agreement among
the Registrant, Cruttenden Roth and Black &
Company, Inc.
#4.5 Securities Purchase Agreement dated as of
January 28, 1999 among the Registrant and the
Purchasers party thereto
#4.6 Form of Callable Warrant
#4.7 Registration Rights Agreement dated as of
January 28, 1999 among the Registrant and the
Purchasers party thereto
5.1 Opinion of Perkins Coie LLP, counsel to the
Registrant, regarding the legality of the Common
Stock (previously filed)
23.1 Consent of PricewaterhouseCoopers LLP,
independent auditors (incorporated by reference
to Exhibit 23 to the Registrant's Annual Report
on Form 10-K for the year ended December 31,
1998)
23.2 Consent of Perkins Coie LLP (contained in
Exhibit 5.1)
24.1 Power of Attorney (previously filed)
</TABLE>
- --------------------------
* Incorporated by reference to Exhibit 3.1 to the Registration Statement on
Form SB-2 filed on January 5, 1995, as amended on February 7, 1995, and
February 24, 1995 (File No. 33-88252-LA).
@ Incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1996.
$ Incorporated by reference to the same exhibit number from the Registrant's
Registration Statement on Form SB-2 filed on January 5, 1995, as amended on
February 7, 1995, and February 24, 1995 (File No. 33-88252-LA).
# Incorporated by reference to the same exhibit number to the Registrant's
Current Report on form 8-K filed on February 16, 1999.
ITEM 17. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement;
II-2
<PAGE>
(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.
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 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 Amendment
No. 1 to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hillsboro, State of Oregon, on April
__, 1999.
THRUSTMASTER, INC.
By: /s/ Frank G. Hausmann, Jr.
-------------------------------------
Frank G. Hausmann, Jr.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacities indicated on April __, 1999.
C. Norman Winningstad* Chairman of the Board
- --------------------------------
C. Norman Winningstad
/s/ Frank G. Hausmann, Jr. Director, President, Chief Executive
- -------------------------------- Officer and Chief Financial Officer
Frank G. Hausmann, Jr. (principal executive and financial
officer)
Allen Robison* Controller (principal accounting
- -------------------------------- officer)
Allen Robison
Robert L. Carter* Director
- --------------------------------
Robert L. Carter
Graham E. Dorland* Director
- --------------------------------
Graham E. Dorland
Merrill A. McPeak* Director
- --------------------------------
Merrill A. McPeak
G. Gerald Pratt* Director
- --------------------------------
G. Gerald Pratt
Milton R. Smith* Director
- --------------------------------
Milton R. Smith
II-4
<PAGE>
Frederick M. Stevens* Director
- --------------------------------
Frederick M. Stevens
*By: /s/ Frank G. Hausmann, Jr.
- --------------------------------
Frank G. Hausmann, Jr.
Attorney-in-Fact
II-5
<PAGE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
*4.1 Description of Capital Stock contained in the
Articles of Incorporation, as amended
@4.2 Description of Rights of Security Holders contained
in the Amended and Restated Bylaws
$4.3 Form of Certificate for Shares of Common Stock
$4.4 Form of Representatives' Warrant Agreement among
the Registrant, Cruttenden Roth and Black &
Company, Inc.
#4.5 Securities Purchase Agreement dated as of January
28, 1999 among the Registrant and the Purchasers
party thereto
#4.6 Form of Callable Warrant
#4.7 Registration Rights Agreement dated as of
January 28, 1999 among the Registrant and the
Purchasers party thereto
5.1 Opinion of Perkins Coie LLP, counsel to the
Registrant, regarding the legality of the Common
Stock (previously filed)
23.1 Consent of PricewaterhouseCoopers LLP, independent
auditors (incorporated by reference to Exhibit 23
to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1998)
23.2 Consent of Perkins Coie LLP (contained in
Exhibit 5.1)
24.1 Power of Attorney (previously filed)
</TABLE>
- --------------------------
* Incorporated by reference to Exhibit 3.1 from the Registration Statement on
Form SB-2 filed on January 5, 1995, as amended on February 7, 1995, and
February 24, 1995 (File No. 33-88252-LA).
@ Incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1996.
$ Incorporated by reference to the same exhibit number from the Registrant's
Registration Statement on Form SB-2 filed on January 5, 1995, as amended on
February 7, 1995, and February 24, 1995 (File No. 33-88252-LA).
# Incorporated by reference to the same exhibit number to the Registrant's
Current Report on form 8-K filed on February 16, 1999.
II-7
