As filed with the Securities and Exchange Commission on October 3, 1997
REGISTRATION NO. 33-86352-NY
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-3
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------
GLOBAL PAYMENT TECHNOLOGIES, INC.
(Formerly known as Coin Bill Validator, Inc.)
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 11-2974651
- ------------------------------- ----------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
20 EAST SUNRISE HIGHWAY
VALLEY STREAM, NEW YORK 11581
(516) 256-1000
-------------------------------------------------------------------
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
STEPHEN KATZ
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
GLOBAL PAYMENT TECHNOLOGIES, INC.
20 EAST SUNRISE HIGHWAY
VALLEY STREAM, NEW YORK 11581
(516) 256-1000
-------------------------------------------------------------------
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
Copy to:
Edward R. Mandell, Esq.
Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036
(212) 704-6000
-------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
If the only securities 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, 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. [_]
<PAGE>
================================================================================
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these Securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
================================================================================
SUBJECT TO COMPLETION, DATED OCTOBER _____, 1997
PROSPECTUS
- --------------------------------------------------------------------------------
150,000 Shares of Common Stock
(par value $.01 per share)
(Issuable upon exercise of Underwriter's Warrants)
GLOBAL PAYMENT TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
This Prospectus is being delivered to the holders of 150,000
underwriter's warrants (the "Underwriter's Warrants") that were issued by Global
Payment Technologies, Inc., formerly Coin Bill Validator, Inc. (the "Company"),
in connection with its initial public offering (the "Initial Public Offering")
of common stock, par value $.01 per share (the "Common Stock"), which was
declared effective on February 6, 1995 (the "Effective Date"). The Underwriter's
Warrants entitle the holder to purchase one share of Common Stock at a price of
$6.60, exercisable commencing one year from the Effective Date for a period of
five years. This Prospectus is being delivered to facilitate the exercise of
such Underwriter's Warrants and the resale by the holders of such Underwriter's
Warrants of the Common Stock issuable thereunder. The Underwriter's Warrants
originally were issued to Paulson Investment Company, Inc. ("Paulson"), the
Company's underwriter in the Company's Initial Public Offering.
The Common Stock is quoted on the NASDAQ National Market under the
symbol "GPTX". On October 2, 1997, the closing sale price of the Common Stock on
NASDAQ National Market was $11 3/8.
The Company's executive offices are located at 20 East Sunrise
Highway, Valley Stream, New York 11581 and its telephone number is (516)
256-1000.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND PROSPECTIVE
PURCHASERS SHOULD CAREFULLY CONSIDER THE FACTORS SPECIFIED UNDER THE
CAPTION "RISK FACTORS" LOCATED ON PAGE 4 OF THIS PROSPECTUS.
-------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
================================================================================
Underwriting
Price to Discounts and Proceeds to
Warrantholder(1) Commissions Company(2)
- --------------------------------------------------------------------------------
Per Share........................ $6.60 --- $6.60
Total(2)......................... $990,000 --- $990,000
================================================================================
(1) The exercise price of the Underwriter's Warrants was equal to 120% of the
price of the Common Stock in the Initial Public Offering, which was
arbitrarily determined in connection with the Initial Public Offering and
was not related to the Company's assets, book value, operating results or
net worth. There is no assurance that the market value of the shares of
Common Stock underlying such Underwriter's Warrants will at any time after
exercise thereof exceed the exercise price paid therefor.
(2) Assumes exercise of all of the Underwriter's Warrants. All funds received
from the exercise of such Underwriter's Warrants will be paid to the
Company.
-------------------------------
THE DATE OF THIS PROSPECTUS IS OCTOBER ____, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: New York Regional Office, 7 World Trade Center, Suite
1300, New York, New York 10048; and Chicago Regional Office, Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material may be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission also maintains an Internet site on the World Wide Web that contains
reports, proxy and information statements and other information filed
electronically by the Company (http://www.sec.gov). Such reports, proxy
statements and other information can also be inspected at the offices of The
Nasdaq Stock Market, 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Post-Effective Amendment
on Form S-3 (file no. 33-________) to the Registration Statement on Form SB-2
(file no. 33-86352-NY, declared effective on February 6, 1995) under the
Securities Act of 1933, as amended (the "Securities Act") with respect to the
securities offered hereby. This Prospectus, which constitutes a part of the
Post-Effective Amendment, does not contain all of the information set forth in
the Post-Effective Amendment or the Registration Statement, certain items of
which are contained in the exhibits and schedules thereto as permitted by the
rules and regulations of the Commission. Statements made in this Prospectus as
to the contents of any contract, agreement or other document referred to herein
are not necessarily complete. With respect to each such contract, agreement or
other document filed as an exhibit to the Post-Effective Amendment or the
Registration Statement, reference is made to the exhibit for a more complete
description of the matter involved, and each such statement shall be deemed
qualified in its entirety by such reference. The Post-Effective Amendment and
the Registration Statement, including the exhibits and schedules thereto, may be
inspected without charge at the principal office of the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Report on Form 8-K filed on July 8, 1997, the
Quarterly Report on Form 10-QSB for the period ending June 30, 1997, the
Quarterly Report on Form 10-QSB for the period ending March 31, 1997, the Annual
Report on Form 10-KSB for the fiscal year ended September 30, 1996 and the
Amendment No. 1 to such Annual Report, which were filed by the Company with the
Commission (File No. 0-2148) pursuant to the 1934 Act and the description of the
Company's Common Stock contained in the Company's Registration Statement on Form
8-A filed on November 14, 1994 under the 1934 Act, are hereby incorporated by
reference.
Each document filed subsequent to the date of this Prospectus
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the
termination of this offering shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of the filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING
ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED, UPON THE
WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY DOCUMENT INCORPORATED
BY REFERENCE IN THIS PROSPECTUS (OTHER THAN EXHIBITS UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH DOCUMENTS). REQUESTS SHOULD BE
DIRECTED TO THE COMPANY, 20 EAST SUNRISE HIGHWAY, VALLEY STREAM, NEW YORK 11581,
(516) 256-1000, ATTENTION: MR. EDWARD SEIDENBERG, CHIEF OPERATING OFFICER.
-2-
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by, and should be
read in conjunction with, the more detailed information and financial statements
and notes thereto appearing elsewhere or incorporated by reference in this
Prospectus. References to a fiscal year are to the Company's fiscal year ended
September 30 of that year (e.g., references to "fiscal 1996" are to the
Company's fiscal year ended September 30, 1996).
THE OFFERING
Securities Registered...............150,000 shares of Common Stock to be issued
upon exercise of the Underwriter's Warrants
issued in connection with the Initial Public
Offering. Originally, the Underwriter's
Warrant entitled the holder to purchase
75,000 shares of Common Stock for $13.20 per
share until February 6, 2000. Such purchase
price and the number of shares of Common
Stock issuable thereunder have been adjusted
as a result of a 100% stock dividend
declared in August 1997 and issued in
September 1997.
Common Stock outstanding
prior to the offering hereby........5,506,100 shares of Common Stock.
Common Stock outstanding
after the offering hereby...........5,656,100 shares of Common Stock (1).
Common Stock trading symbol
on NASDAQ ....................GPTX
- ------------------------------
(1) Assumes exercise of all of the outstanding Underwriter's Warrants. Inasmuch
as the Company has received no firm commitments therefor, there can be no
assurance as to the number of Underwriter's Warrants which will be
exercised.
-3-
<PAGE>
RISK FACTORS
An investment in the shares of Common Stock offered hereby involves
a high degree of risk. Prospective investors should carefully consider the
following risk factors, in addition to the other information set forth in this
Prospectus, in connection with an investment in the shares of Common Stock
offered
hereby.
COMPETITION. The market for the Company's products is very
competitive. Most competitors have significantly greater financial, technical,
sales and marketing resources than the Company. A number of competitors offer
products that target the same markets as do the Company's products. In the
domestic market, certain competitors are divisions or affiliates of
manufacturers of vending machines. For example, Royal Vendors, Inc. is an
affiliate of Coin Acceptors, Inc. ("Coinco") and Rowe Validator ("Rowe") is a
division of Rowe International, Inc. Accordingly, such validator manufacturers
enjoy a competitive advantage in providing for the significant validator
requirements of their affiliates. For validators sold for use in beverage, food,
snack and lower-priced goods or amusement vending, the market is dominated by
Coinco, with Mars Electronics International ("MEI"), Ardac, Inc. ("Ardac") and
Rowe also being significant competitors. The largest supplier of validators used
in gaming machines for the domestic market is Japan Cash Machines Co., Ltd.
("JCM"). The Company has focused marketing efforts on the higher-priced domestic
validator market and competes on the basis of quality, durability and
performance while maintaining a reasonable level of protection against tampering
and counterfeit currencies, as well as a competitive price point.
In the international markets, the Company competes for gaming
machine business with JCM, Ardac, Cashcode Company, Inc., MEI and Diversified
Systems, Inc., while for product and service vending machines the Company
competes with these competitors as well as Coinco, Sanyo Electric Company
(primarily in the Middle East), Conlux USA Corporation, Coegis, Innovative
Technology, Ltd. and various smaller local manufacturers. The Company has been
more willing to address smaller markets than its larger competitors and expects
to encounter increased competition as the markets addressed by its products
continue to grow. The Company believes that performance, quality and protection
against tampering and counterfeit currency are relatively more important and
price relatively less important, as competitive factors in the international
market.
MANAGEMENT OF GROWTH. The Company has experienced significant growth
of its manufacturing operations, which has placed, and is expected to continue
to place, significant demands on the Company's managerial, technical, financial
and other resources. This growth will require the Company to continue to invest
in its operations, including its inventory control, financial and management
information systems, and to retain, motivate and effectively manage its
employees. If the Company's management is unable to manage growth effectively,
then the quality of the Company's products and services, as well as its
business, financial condition and results of operations, could be materially and
adversely affected.
NEW PAYMENT METHODS. The future success of the Company may be
materially dependent upon the continued use of paper or simulated paper currency
in gaming and vending machines. The increased use of high-value coins, or
alternative payment methods such as electronic funds transfer systems, credit
cards, debit or "smart" cards, or bar-coded tickets or coupons, may have a
material adverse effect upon the Company's results of operations. There can be
no assurance that the Company will be able to successfully develop and market
validation systems for high-value coins or alternative payment methods.
NEW TECHNOLOGIES. New technologies for more accurately, more quickly or
less expensively verifying paper currency may be developed. Any such
technological advance, unless matched by the Company, could
-4-
<PAGE>
render the Company's existing technology obsolete and could materially and
adversely affect the Company's results of operations.
PRODUCT CONCENTRATION. Substantially all of the Company's revenues
are derived from the sale of paper currency validators and related bill
stackers, specifically the Model IDS, the M-IVO and the M-125 validator models.
For fiscal 1997, these three models are expected to account for a substantial
portion of the Company's total revenues. A decline in demand for or the prices
of these models, whether as a result of competition, technological changes or
other factors, or restrictions on the Company's ability to market these products
for any reason, may have a material adverse effect on the Company's results of
operations.
INTELLECTUAL PROPERTY. The Company relies on certain proprietary
know-how and trade secrets to protect its technology. Important components of
this proprietary information are the Company's library of distinguishing
characteristics of the currencies which its validators scan and validate and its
proprietary algorithms. The Company has entered into non-disclosure and secrecy
agreements with certain of its key employees having access to this technology.
In addition, the Company holds six U.S. patents as follows: "Paper Currency
Acceptor and Method of Handling Paper Currency for Vending Machines and the
Like," granted December 5, 1989; "Bill Accumulating and Stacking Device,"
granted June 21, 1994; "Method of Insuring Alignment of Currency in Currency
Validators," granted June 18, 1996; design for "Escrow Box for Coin Operated
Machines," granted April 22, 1986; "Anti-fraud Currency Acceptor," granted
November 9, 1993; and "Soft Count Tracking System," granted May 5, 1997. The
first three patents cover technology used in the Company's first and second
generation validator product lines and the remaining patents cover technology
used in certain special models. The Company has also applied for four additional
U.S. patents, the most important of which covers the use of side looking sensors
as an anti-fraud feature and the use of short wave length light in a validator
to discern the color and other characteristics of bills being scanned.
If issued, and if corresponding foreign patents are obtained, the
Company believes these patents could provide important protection for certain
technological advantages its validators have in international markets. However,
the Company believes that it will not be materially and adversely affected if
these patents are not issued. No assurances can be given that any patent
applications will result in the issuance of additional patents. As of this date,
the Company has received no foreign patents.
Although the Company has not received any claims that its products
infringe on the proprietary rights of third parties, there can be no assurance
that third parties will not assert infringement claims against the Company in
the future or that any such assertion may not require the Company to enter into
royalty arrangements or result in protracted or costly litigation.
UNCERTAINTY OF GAMING INDUSTRY. The Company currently derives a
substantial portion of its total revenues from the gaming industry. Factors
adversely affecting that industry may adversely affect the Company's results of
operations. There can be no assurance that the Company will be successful in
maintaining its existing level of sales in the gaming equipment market or
expanding its business to other markets.
GOVERNMENT REGULATION; SALES TO REGULATED CUSTOMERS. As a supplier
of paper currency validators to customers subject to gaming regulations and
postal regulations, the Company is, indirectly, subject to such regulations that
are reflected in customer purchase orders or customer specifications. The
Company believes that it is in full compliance with such regulations. Any
failure to comply with such regulations, however, could have a materially
adverse effect on the results of operations of the Company.
-5-
<PAGE>
DEPENDENCE ON CERTAIN CUSTOMERS. During fiscal 1996, the Company's
two largest customers accounted for 39% of units sold. Unit sales to the gaming
industry accounted for approximately 60.9% of the Company's total units sold
during such year with the remaining 39.1% from product applications outside of
gaming. The continued success of the Company may be dependent upon the use of
paper or simulated paper currency in gaming and vending machines. A substantial
diminution in the use of paper currency as a means of payment, through a return
to extensive use of high-value, metal-based coinage or the widespread adoption
of electronic funds transfer systems based on credit, debit or "smart-cards",
could materially and adversely affect the Company's future growth until and
unless the Company develops other products that are not solely dependent on the
use of paper or simulated paper currency. The Company believes that aspects of
its technology and manufacturing expertise, for example, the technology
applicable to electro/optical scanning and certain of its proprietary
algorithms, may be applicable to products and systems for validating
transactions using other than paper currency. The Company plans to thoroughly
investigate such opportunities and endeavor to develop new product applications
where markets for such new products may exist. However, no assurance can be
given that the Company will be able to successfully develop and market such new
products and systems.
DEPENDENCE ON SUPPLIERS. The Company depends on a single or limited
number of suppliers for certain housings, parts and components, including
certain microprocessor chips and a short wave length light source. The Company
has no guaranteed supply arrangements with any supplier. Any interruption in the
supply of key components which cannot be quickly remedied could have a material
adverse effect on the Company's results of operations.
DEPENDENCE ON KEY PERSONNEL. The success of the Company depends to a
large extent on the efforts, abilities, and expertise of a relatively small
group of product development, software engineering, marketing and executive
personnel, including Mr. Stephen Katz, Chairman of the Board and Chief Executive
Officer; Mr. William H. Wood, President; and Mr. Edward Seidenberg, Chief
Operating Officer of the Company. The Company has employment agreements with
Messrs. Katz and Wood and is currently in the process of negotiating an
employment agreement with Mr. Seidenberg. The Company does not carry key man
insurance on any of its employees. The loss of the services of any one of these
key personnel could have a material adverse effect on the Company. In addition,
the Company believes that its continued success will depend on its ability to
attract and retain qualified personnel, and there can be no assurance that such
personnel can be attracted and retained.
ISSUANCE OF COMMON SHARES WITHOUT SHAREHOLDER APPROVAL. Following
the offering, the Company will have 20,000,000 authorized Common Shares, of
which 5,656,100 will be issued and outstanding assuming full exercise of the
Underwriter's Warrants. Management will have broad discretion with respect to
the issuance of the 14,343,900 authorized but unissued shares, including
discretion to issue such shares in compensatory and acquisition transactions.
However, so long as the Company's Common Shares continue to be quoted on a
Nasdaq system, shareholder approval will be required for the establishment of a
plan or arrangement for the issuance of compensatory shares exceeding the lesser
of 25,000 shares or 1% of the outstanding shares, the issuance of 20% or more of
the outstanding shares in connection with the acquisition of stock or assets of
another company or the issuance of 20% or more of the Common Shares at a price
less than the greater of book value or market value.
ABSENCE OF DIVIDENDS. The holders of Common Stock are entitled to
receive such dividends as may be declared from time to time by the Board of
Directors of the Company. The Company has not paid and does not expect to
declare or pay any dividends in the near future.
SHARES ELIGIBLE FOR FUTURE SALE. Upon completion of this Offering
and assuming full exercise of the Underwriter's Warrants, the Company will have
5,656,100 shares of Common Stock outstanding, not including
-6-
<PAGE>
1,200,000 shares of Common Stock issuable upon exercise of options granted under
the Company's 1994 and 1996 Stock Option Plans. Of these shares of Common Stock,
3,790,484 shares, including the 150,000 Shares offered hereby, will be freely
tradeable without restriction or further registration under the Securities Act.
The 1,865,616 shares of Common Stock owned by certain officers, directors and
affiliates of the Company are "restricted securities" within the meaning of Rule
144 under the Securities Act, and, together with any Shares which are purchased
by affiliates of the Company, as the term is defined in Rule 144, may be sold
only by the respective holders thereof pursuant to an effective registration
statement under the Securities Act or in accordance with one or more other
exemptions under the Securities Act (including Rule 144). Rule 144, as amended,
permits sales of restricted securities by any person (whether or not an
affiliate) after one year, at which time sales can be made subject to the Rule's
existing volume and other limitations and by non-affiliates without adhering to
Rule 144's existing volume or other limitations after two years. Future sales of
substantial amounts of shares in the public market, or the perception that such
sales could occur, could adversely affect the price of the shares in any market
that may develop for the trading of such shares.
USE OF PROCEEDS
The net proceeds which may be realized by the Company upon the
exercise of all of the Underwriter's Warrants, after deduction of expenses of
this offering, will be approximately $978,000. Inasmuch as the Company has
received no firm commitments for the exercise of the Underwriter's Warrants, no
assurance can be given that all or a substantial portion of the Underwriter's
Warrants will be exercised. The Company currently intends to use all of the net
proceeds received from the exercise of the Underwriter's Warrants for working
capital purposes.
-7-
<PAGE>
SELLING WARRANTHOLDERS
The Underwriter's Warrants were issued in connection with the
Initial Public Offering to the Underwriters, and their designees, and are
currently held by the following selling warrantholders (the "Selling
Warrantholders"):
<TABLE>
<CAPTION>
Shares of Common Stock
Owned after Offering
----------------------
Shares of Common
Stock Issuable upon
Exercise of the Shares of
Underwriter's Common Stock to
Warrants (1) be Sold (1) Number Percent
---------------------------------------------------------------
<S> <C> <C> <C> <C>
William Berg 6,750 6,750 0 0%
Lorraine Maxfield 6,750 6,750 0 0%
Thomas McCheaney 13,500 13,500 0 0%
Chester L.F. Paulson 13,500 13,500 0 0%
Paulson Investment Company 109,500 109,500 0 0%
----------------------------------
Total 150,000 150,000
----------------------------------
</TABLE>
- -------------------
(1) Represents Common Stock issuable upon exercise of the Underwriter's
Warrants.
The Selling Warrantholders have informed the Company that they
intend to offer and sell the Common Stock issuable upon exercise of the
Underwriter's Warrants pursuant to this Prospectus. See "Plan of Distribution."
None of such individuals is affiliated with the Company. Except as described
herein, none of the Selling Warrantholders has had any material relationship
with the Company within the past three years.
Each of the Selling Warrantholders is a current or former employee
of Paulson. The Underwriter's Warrants, which originally represented the right
to purchase 75,000 shares of Common Stock of the Company, were received by
Paulson as part of its compensation in connection with the Company's Initial
Public Offering. In addition, in connection with the Initial Public Offering,
the Company paid to the Underwriters underwriting discounts and commissions of
8% and a non-accountable expense allowance of 3% of the gross proceeds of the
Initial Public Offering. In August 1997, the Company declared a two-for-one
stock split of its Common Stock in the form of a 100% stock dividend to the
holders of record as of August 18, 1997 and distributed on September 4, 1997.
Pursuant to the terms of the Underwriter's Warrants, the number of shares of
Common Stock issuable upon exercise thereof has been adjusted to provide for the
issuance of 150,000 shares of Common Stock and the price has been adjusted to
$6.60 per share.
-8-
<PAGE>
PLAN OF DISTRIBUTION
The Common Stock issuable upon exercise of the Underwriter's
Warrants is being offered directly by the Company pursuant to the terms of the
Underwriter's Warrants. The distribution of the Common Stock issuable upon
exercise of the Underwriter's Warrants may be effected in one or more
transactions that may take place on NASDAQ, including ordinary broker's
transactions, privately-negotiated transactions or through sales to one or more
broker/dealers for resale of such securities as principals, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. Usual and customary or specifically negotiated
brokerage fees or commissions may be paid by these holders in connection with
such sales. No underwriter is being utilized in connection with this offering.
The Company will not receive any proceeds of such sales.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon
for the Company by Parker Chapin Flattau & Klimpl, LLP, 1211 Avenue of the
Americas, New York, New York 10036.
EXPERTS
The financial statements of the Company incorporated in this
Prospectus by reference to the Company's Annual Report on Form 10-KSB have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto included therein and are incorporated herein
by reference in reliance upon the authority of such firm as experts in
accounting and auditing in giving said report.
-9-
<PAGE>
======================================= =======================================
NO DEALER, SALESPERSON OR ANY OTHER
PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS WITH RESPECT TO THE
OFFERING MADE HEREBY. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY
ANY OF THE SECURITIES OFFERED HEREBY
TO ANY PERSON OR BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR 150,000 SHARES OF COMMON STOCK
SOLICITATION MAY NOT LAWFULLY BE MADE. (Issuable upon the exercise of
NEITHER THE DELIVERY OF THIS Underwriter's Warrants)
PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE INFORMATION SET FORTH
HEREIN OR IN THE BUSINESS OF THE
COMPANY SINCE THE DATE HEREOF.
----------------- GLOBAL PAYMENT TECHNOLOGIES, INC.
TABLE OF CONTENTS
Page
----
Available Information...............2
Incorporation of Certain
Documents by Reference............2 PROSPECTUS
Prospectus Summary..................3
Risk Factors........................4
Use of Proceeds.....................7
Selling Warrantholders .............8
Plan of Distribution ...............9
Legal Matters.......................9
Experts ............................9 October ____, 1997
======================================= =======================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses which will be
paid by the Company in connection with the issuance and distribution of the
securities being registered on this post-effective amendment. The Selling
Warrantholders will not incur any of the expenses set forth below. All amounts
shown are estimates.
Legal fees and expenses................ $ 10,000
Miscellaneous expenses................. $ 2,000
--------
Total............................. $ 12,000
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
1. Section 145 of Delaware General Corporation Law. Section 145
of the Delaware General Corporation Law provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
plea of nolo contendere or its equivalent, shall not, in and of itself, create a
presumption that his conduct was unlawful.
Section 145 also provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interest of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon adjudication that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorney's fees) actually and reasonably incurred by such person in connection
therewith.
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Any such indemnification (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because such person has met the applicable standard of conduct
set forth above. Such determination shall be made:
(1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such
action, suit or proceeding; or
(2) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written
opinion; or
(3) by the stockholders.
Section 145 permits a Delaware business corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by him in such capacity, or arising
out of his status as such, whether or not the corporation would have the power
to indemnify such person.
2. Charter Provisions on Indemnity. Article Eleventh of the
Certificate of Incorporation of the Company sets forth the extent to which the
Company's directors and officers may be indemnified by the Company against
liabilities which they may incur while serving in such capacity. Such
indemnification will be provided to the fullest extent permitted and in the
manner required by the Delaware General Corporation Law. This article generally
provides that the Company shall indemnify the directors and officers of the
Company who are or were a party to any threatened, pending, or completed action,
suit or proceeding, whether in nature civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or officer of
the Company or of any constituent corporation absorbed into the Company by
consolidation or merger or serves or served with another corporation,
partnership, joint venture, trust or other enterprise at the request of the
Company or of any such constituent corporation and, at the Company's option,
provides advances for expenses incurred in defending any such action, suit or
proceeding, upon receipt of an undertaking by or on behalf of such officer or
director to repay such advances unless it is ultimately determined that he is
entitled to indemnification by the Company.
3. Limitation of Liability of Directors. As permitted by the
Delaware General Corporation Law, the Company's Certificate of Incorporation
provides that a director of the Company will not be personally liable to the
Company or its stockholders for monetary damages for breach of the fiduciary
duty of care as a Director. By its terms and in accordance with the Delaware
General Corporation Law, however, this provision does not eliminate or limit the
liability of a director of the Company (i) for any breach of the director's duty
of loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law (relating to
unlawful payments of dividends or unlawful stock repurchases or redemptions), or
(iv) for any transaction from which the director derived an improper personal
benefit.
4. Director and Officer Liability Insurance. The Company has
purchased director and officer liability. Such insurance covers its directors
and officers with respect to liability which they may incur in connection with
their serving as such, which liability includes liability under the Securities
Act. The insurance also provides certain additional coverage for the directors
and officers against certain liability even though such
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<PAGE>
liability would not be subject to indemnification under Article Eleventh of the
Company's Certificate of Incorporation.
ITEM 16. EXHIBITS.
NUMBER DESCRIPTION OF EXHIBIT
5.1 Opinion of Parker Chapin Flattau & Klimpl, LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Parker Chapin Flattau & Klimpl, LLP (included in their
opinion filed as Exhibit 5.1).
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment 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.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(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.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of this chapter at the start of any delayed
offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the prospectus, by means of
a post-effective amendment, financial statements required pursuant to this
paragraph (a)(4) and other information
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<PAGE>
necessary to ensure that all other information in the prospectus is at least as
current as the date of those financial statements. Notwithstanding the
foregoing, with respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and information
required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such
financial statements and information are 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 in the Form F-3.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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<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
Post-Effective Amendment No. 1 on Form S-3 to Form SB-2 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the State of New York
on the 30th day of September, 1997.
GLOBAL PAYMENT TECHNOLOGIES, INC.
By: /S/ STEPHEN KATZ
-----------------------------
Stephen Katz
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 on Form S-3 to Form SB-2 has been signed below by
the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE
/S/ STEPHEN KATZ Chairman of the Board and Chief September 30, 1997
- ---------------------- Executive Officer
Stephen Katz
/S/ WILLIAM H. WOOD President and Director September 30, 1997
- ----------------------
William H. Wood
/S/ EDWARD SEIDENBERG Chief Operating Officer, Vice September 30, 1997
- ---------------------- President and Director
Edward Seidenberg
/S/ HENRY ELLIS Director September 30, 1997
- ----------------------
Henry Ellis
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<PAGE>
/S/ RICHARD GERZOF Director September 30, 1997
- ----------------------
Richard Gerzof
/S/ JAY GOLDBERG Director September 30, 1997
- ----------------------
Jay Goldberg
/S/ JOAN VOGEL Director September 30, 1997
- ----------------------
Joan Vogel
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
to
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-3
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GLOBAL PAYMENT TECHNOLOGIES, INC.
<PAGE>
EXHIBIT
NUMBER DOCUMENT PAGE NUMBER
5.1 Opinion of Parker Chapin Flattau & Klimpl, LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Parker Chapin Flattau & Klimpl, LLP
(included in their opinion filed as Exhibit 5.1).
PARKER CHAPIN FLATTAU & KLIMPL, LLP
[LETTERHEAD]
October 3, 1997
Global Payment Technologies, Inc.
20 East Sunrise Highway
Valley Stream, New York 11581
Gentlemen:
We have acted as counsel to Global Payment Technologies, Inc. (the
"Company") in connection with the Post-Effective Amendment No. 1 on Form S-3 to
the Registration Statement on Form SB-2 (Registration No. 33-86352-NY) filed by
the Company with the Securities and Exchange Commission (the "Registration
Statement") relating to 150,000 (the "Shares") of the Company's Common Stock,
par value $.01 per share (the "Common Stock"), which may be issued upon the
exercise of underwriter's warrants (the "Underwriter's Warrants").
In connection with the foregoing, we have examined, among other
things, the Registration Statement, the Underwriter's Warrants and originals or
copies, satisfactory to us, of all such corporate records and of all such
agreements, certificates and other documents as we have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with the original
documents of documents submitted to us as copies. As to any facts material to
such opinion, we have, to the extent that relevant facts were not independently
established by us, relied on certificates of public officials and certificates,
oaths and declarations of officers or other representatives of the Company.
Based upon the foregoing, we are of the opinion that the Shares,
when paid for and issued in accordance with the terms of the Underwriter's
Warrants, will be legally issued, fully paid and non-assessable.
<PAGE>
We hereby consent to the use of our name under the caption "Legal
Matters" in the Prospectus constituting a part of the Registration Statement and
to the filing of this opinion as an exhibit thereto.
Very truly yours,
/s/ Parker Chapin Flattau & Klimpl, LLP
PARKER CHAPIN FLATTAU & KLIMPL, LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated November 22, 1996
included in the Global Payment Technologies, Inc. (formerly Coin Bill Validator,
Inc.) Annual Report on 10-KSB for the year ended September 30, 1996 and to all
references to our firm included in the Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Melville, New York
October 2, 1997
