AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER , 1996
REGISTRATION NO. 333-4145
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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STORAGE COMPUTER CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 02-0450593
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
11 RIVERSIDE DRIVE, NASHUA, NEW HAMPSHIRE 03062-1373
(603) 880-3005
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
THEODORE J. GOODLANDER, President & CEO
STORAGE COMPUTER CORPORATION
11 RIVERSIDE DRIVE
NASHUA, NEW HAMPSHIRE 03062-1373
(603) 880-3005
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
COPIES TO:
Thomas A. Wooters, Esq.
Peabody & Arnold
50 Rowes Wharf
Boston, MA 02110
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box: |_|
-----------
If the only 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
or reinvestment plans, check the following box: |X|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED (1) PER SHARE OFFERING PRICE REGISTRATION FEE
- --------------------------------- ----------------- ------------- --------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value per share..... 143,038(2) $12.88(2) $1,842,329(2) $635(2)
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee, and
based, pursuant to Rule 457(c), on the average of the high and low per share
sales prices of the Common Stock of Storage Computer Corporation reported on the
American Stock Exchange on July 30, 1996. This Registration Statement covers the
maximum number of shares of the Registrant's Common Stock issuable pursuant to
the Registration Statement.
(2) The Company has increased the number of shares it is registering under this
Registration Statement on Form S-3 from 2,175,162 shares of Common Stock to
2,318,200 shares of Common Stock, and accordingly, is paying an additional
filing fee of $635.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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STORAGE COMPUTER CORPORATION
CROSS-REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF
INFORMATION REQUIRED BY ITEMS OF FORM S-3
<TABLE>
<CAPTION>
Registration Statement
Item and Heading Location in Prospectus
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<S> <C> <C>
1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus.......................................Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages of Prospectus..............Inside Front and Outside Back Cover Pages
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges............................................The Company; Risk Factors
4. Use of Proceeds......................................................Not Applicable
5. Determination of Offering Price......................................Outside Front Cover Page
6. Dilution.............................................................Not Applicable
7. Selling Security Holders.............................................Selling Stockholders
8. Plan of Distribution.................................................Outside Front Cover Page; Plan of Distribution
9. Description of Securities to be Registered...........................Incorporation of Certain Information by Reference
10. Interests of Named Experts and Counsel...............................Legal Matters; Experts
11. Material Changes.....................................................Not Applicable
12. Incorporation of Certain Information by Reference....................Incorporation of Certain Information by Reference
13. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities.......................................Not Applicable
</TABLE>
PROSPECTUS
----------
2,318,200 SHARES
OF COMMON STOCK
STORAGE COMPUTER CORPORATION
----------
This Prospectus relates to the sale of 2,318,200 shares (the
"Securities") of Common Stock of Storage Computer Corporation ("SCC" or the
"Company") by the holders of the Securities who are named as the Selling
Stockholders herein. See "Selling Stockholders" and "Plan of Distribution." This
Prospectus also covers such additional shares as may be issuable with respect to
shares covered by this Prospectus in the event of a stock dividend, stock split,
recapitalization or other changes in Common Stock of the Company.
The last sale price of the Common Stock on July 30, 1996, as reported
on the American Stock Exchange, was $12.75.
The Company will not receive any of the proceeds from the sale of
shares by the Selling Stockholders. See "Selling Stockholders."
THE SECURITIES OFFERED BY THIS PROSPECTUS INVOLVE A HIGH DEGREE OF
RISK. SEE "RISK FACTORS".
THE SHARES OF SCC COMMON STOCK TO BE ISSUED IN THE OFFERING HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- -----------
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (herein, together with all
amendments and exhibits thereto, referred to as the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Securities offered hereby. The summaries and descriptions of
documents in this Prospectus are not necessarily complete. The Prospectus does
not contain all of the information set forth in the Registration Statement,
certain items of which have been omitted in accordance with the rules and
regulations of the Commission. The omitted information may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and copies of such
information can be obtained from the public reference section of the Commission
at prescribed rates. For further information with respect to the Company and the
Securities offered hereby, reference is made to the Registration Statement and
documents incorporated by reference therein. See "Incorporation of Certain
Information by Reference" herein.
The Company is subject to informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith, file reports, proxy statements and other information with the
Commission. Information, as of particular dates, concerning directors and
officers, their compensation, options granted to them, and any material interest
of such persons in transactions with the Company is disclosed in proxy
statements distributed to shareholders of the Company and filed with the
Commission. Such reports, proxy statements and other information, including the
Registration Statement, may be inspected and copied at the Commission's public
reference facilities, Room 1024, 450 Fifth Street, N.W. Washington, D.C. 20549,
as well as the following regional offices: 75 Park Place, 14th Floor, New York,
New York 10007; 50 West Madison Street, Chicago, Illinois, 60661-2511; and Suite
500, East Museum Square Building, 5757 Wilshire Boulevard, Los Angeles,
California 90036-3648; and copies of such materials can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission are
hereby incorporated by reference in this Prospectus:
1. Annual Report on Form-10KSB/A for the fiscal year ended December
31, 1995;
2. Quarterly Report on Form-10QSB for the calendar quarter ended June
30, 1996;
3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, as amended.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purpose of this Prospectus to the extent that a statement contained
herein or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed to constitute a part of
this Prospectus, except as so modified or superseded.
No person has been authorized to give any information or to make any
representation other than as contained herein in connection with these matters,
and if given or made, such information or representation must not be relied upon
as having been authorized by SCC. Neither the delivery hereof nor any
distribution of securities made hereunder shall, under any circumstances, create
an implication that there has been no change in the facts herein set forth since
the date hereof. This Prospectus does not constitute an offer to sell or
solicitation of an offer to buy the securities offered by this Prospectus or a
solicitation of a proxy in any jurisdiction where, or to any person to whom, it
is unlawful to make such an offer or solicitation.
The Company will provide without charge to each person, including
beneficial owner, to whom a prospectus is delivered, on the written or oral
request of such person, a copy of any or all of the information that has been
incorporated by reference herein, other than exhibits to such documents. Such
requests should be addressed to: Storage Computer Corporation, 11 Riverside
Street, Nashua, New Hampshire 03062-1373, Attn: Michael Willett, Director of
Investor Relations, telephone (603) 880-3005.
The Private Securities Litigation Reform Act of 1995 contains certain
safe harbors regarding forward-looking statements. From time to time,
information provided by the Company or statements made by its directors,
officers or employees may contain "forward-looking" information subject to
numerous risks and uncertainties. Any statements made in this Registration
Statement, including any statements incorporated herein by reference (see
"Incorporation of Certain Information by Reference") that are not statements of
historical fact are forward-looking statements (including, but not limited to,
statements concerning the characteristics and growth of the Company's market and
customers, the Company's objectives and plans for future operations and products
and the Company's expected liquidity and capital resources). Such
forward-looking statements are based on a number of assumptions and involve a
number of risks and uncertainties, and, accordingly, actual results could differ
materially. Factors that may cause such differences include, but are not limited
to: the continued and future acceptance of the Company's products; the rate of
growth in the industries of the Company's products; the presence of competitors
with greater technical, marketing and financial resources; the Company's ability
to promptly and effectively respond to technological change to meet evolving
customer needs; capacity and supply constraints or difficulties; and the
Company's ability to successfully expand its operations. For a further
discussion of these and other significant factors to consider in connection with
forward-looking statements, reference is made to the discussion in this
Registration Statement under the heading "Risk Factors."
THE COMPANY
Storage Computer Corporation ("SCC" or the "Company"), was organized in
1991 as a Delaware corporation. The Company's principal executive offices and
worldwide headquarters are located at 11 Riverside Street, Nashua, New Hampshire
03062. The Company's telephone number is (603) 880-3005.
The Company designs, manufactures, markets and supports
standards-based, high performance, fault tolerant data storage solutions
critical to success in client/server, online transaction processing (OLTP),
large database, multimedia, video-on-demand and high volume imaging
applications. SCC markets products based on its patented RAID 7( technology,
which combines specialized proprietary software and state-of-the-art industry
standard hardware to provide an open system solution for the data storage
market. The Company pioneered the concept of the RAID Level 7 solutions, and
this technology incorporates several proprietary architectural features, such as
an asynchronous hardware design and a real-time embedded operating system, that
permit data storage systems which offer speed and fault tolerance at a
competitive price/performance ratio compared to others available on the market.
RISK FACTORS
The Securities offered hereby involve a high degree of risk. In
addition to the other information contained in this Prospectus, the following
risk factors should be considered carefully in evaluating the Company and its
business before purchasing shares of Common Stock offered hereby.
Limited Operating History of SCC. SCC sold its first RAID 7 system in April
1992. While the Company has achieved significant sales growth, it is still in
the expansion stage of its marketing efforts. The Company believes that in order
to sustain its marketing efforts and achieve sales which would enable it to be
profitable in the long term and to compete effectively in its chosen
marketplace, it will have to intensify its sales and marketing efforts in the
near term, which will involve significant expense and the usual strains on
management caused by rapid expansion. Given the Company's limited operating
history, it is not possible to predict whether the Company will be able to
continue to fund and manage the necessary expansion of its marketing and sales
efforts in order to achieve long-term growth and profitability. The likelihood
of the Company's success must be considered in light of the problems, expenses,
difficulties and delays frequently encountered in connection with the rapid
expansion of a high-technology business. These include, but are not limited to,
competition, the need to expand customer support capabilities and marketing
expertise, and setbacks in product development and market acceptance.
Dividend Policy. SCC has not paid or declared any dividends on its Common Stock
since its inception and expects that earnings in the foreseeable future will be
retained to finance the continuing rapid development of its business. The
payment of any future dividends will be at the discretion of SCC's Board of
Directors and will depend upon, among other things, future earnings, the success
of SCC's business activities, regulatory and capital requirements, the general
financial condition of SCC and general business conditions. SCC's current bank
line of credit prohibits the Company from paying any cash dividends without the
bank's consent.
Limited Public Trading Market. Currently, a limited established public trading
market exists for SCC Common Stock. The sales of a substantial number of shares
of Common Stock in the public market following this offering could adversely
affect the market price for the Company's Common Stock.
Limited Product History. The hardware and software components of certain of the
Company's newer storage subsystem products have performed to their
specifications in simulations under test conditions and at customer sites.
However, because of the limited period of their use and the limited
configurations in which they have been tested at customer sites, there can be no
assurance that they will perform to specifications under all conditions or for
all applications. If such components fail to meet such specifications, the
Company may be required either to enhance or improve one or more hardware or
software components of the storage system, which could lead to a delay in market
acceptance of its products or to perform warranty and/or service obligations
which could adversely affect profits. Any significant hardware or software
reliability problems would have a material adverse effect on the Company's
business and prospects.
Limited Market Acceptance. SCC's RAID and Stealth Cache products are based on
designs which have not yet received widespread acceptance in the market for
commercially available storage systems. Prospective customers may require a
longer evaluation period for these products than for storage systems marketed by
more established companies. SCC's sales and marketing strategy contemplates
sales of its storage systems for both technical and commercial applications.
There can be no assurance that the Company will be able to penetrate either
storage market, to any significant extent, or in the time frames sufficient to
assure its success. The failure of the Company to penetrate these storage
markets on a timely basis would have a materially adverse impact upon its
operations and prospects. Large computer users may be slow to adopt new products
for use in their core applications, particularly systems that entail significant
capital investment. In addition, the Company's products could be subject to
export controls imposed by the United States Government, which could create
delays in the widespread introduction of the Company's systems in international
markets. Any significant delay in market acceptance of the Company's products
could result in the marketing of the Company's products at a time when their
cost and performance characteristics are not competitive.
Foreign Sales. Approximately, 57%, 53% and 61% of SCC's revenues during its
fiscal years ended December 31, 1993, 1994 and 1995, respectively, were derived
from sales made outside of the United States. SCC's profitability and financial
condition are materially dependent on the success of its foreign sales efforts.
In general, SCC's foreign sales are subject to certain inherent risks, including
unexpected changes in regulatory and other legal requirements, tariffs and other
trade barriers, longer accounts receivable payment cycles and the possibility of
increased difficulty in collection of accounts receivable, difficulty in the
management of foreign operations, potentially adverse tax consequences including
restrictions on the repatriation of earnings, and the burdens of compliance with
a wide variety of foreign laws. Currency transaction gains or losses on
conversion to United States dollars from foreign sales denominated in foreign
currencies may also contribute to fluctuations in SCC's results of operations.
There can be no assurance that these factors will not have an adverse impact on
SCC's future foreign sales and, consequently, on SCC's operating results. SCC
does not presently engage in the hedging of foreign currencies or similar
activities.
Dependency on Developing New Products and Technological Change. The market for
storage products is characterized by rapidly changing technology, product
obsolescence and evolving industry standards. The continued success of the
Company will depend upon its ability to enhance existing products and to
introduce new products and features in a timely manner to meet changing customer
requirements. There can be no assurance that the Company will be successful in
identifying, developing, manufacturing and marketing new products, or in
enhancing its existing products. The Company's business will be adversely
affected if it incurs delays in developing new products or enhancements, or if
such products or enhancements do not gain market acceptance. In addition, there
can be no assurance that products or technologies developed by others will not
render the Company's products or technologies noncompetitive or obsolete.
Competition and Pricing. The information storage market is extremely
competitive. Companies such as UNISYS, Data General Corporation, Digital
Equipment Corporation, EMC Corporation, IBM Corporation, IPL, Hewlett-Packard,
Micro Technology, NCR Corporation, Storage Technology, Sun Microsystems, and
more than 100 other public and private companies provide disk arrays for a wide
variety of computer systems, workstations and PCs. Although SCC is currently
unaware of any other vendor offering an asynchronous transfer RAID 7 disk array,
many of the Company's competitors benefit from greater market recognition and
have greater financial, research and development, production and marketing
resources than the Company. There can be no assurance that the Company will be
able to compete successfully against existing companies or future entrants to
the marketplace. Furthermore, reductions in the price of competitive products,
changes in discount levels or announcements by the Company's competitors of new
generations of high-performance systems may adversely affect sales of the
Company's products.
Licenses, Patents and Trademarks. The Company will rely on copyright, patent,
trade secret and trademark law, as well as provisions in its license,
distribution and other agreements, in order to protect its intellectual property
rights. SCC holds numerous patents protecting aspects of its proprietary
technology and also has numerous patents pending in foreign countries. No
assurance can be given that any patents previously, or hereafter issued will
provide protection for the Company's competitive position. Although the Company
intends to protect its patent rights vigorously, there can be no assurance that
these measures will be successful. Additionally, no assurance can be given that
the claims on any patents held by the Company will be sufficiently broad to
protect the Company's technology. In addition, no assurance can be given that
any patents previously or hereafter issued to the Company will not be
challenged, invalidated or circumvented or that the rights granted thereunder
will provide competitive advantages to the Company.
The computer industry is characterized by frequent litigation regarding
copyright, patent and other intellectual property rights. While there are no
currently known, pending or threatened patent or copyright claims against SCC,
or any of its subsidiaries, any such claim, if resolved unsatisfactorily, could
possibly have a material adverse effect on the Company's results of its
operations and financial condition. There can be no assurance that such third
party claims will not be asserted, or if asserted, that they will be resolved in
a satisfactory manner.
Dependence on Suppliers. Certain components used in the Company's products are
currently available from only a limited number of suppliers. The Company's
reliance on its suppliers involves several risks, including a potential
inability to obtain an adequate supply of required components, price increases,
timely delivery and component quality. Although to date, the Company has been
able to purchase its requirements of such components in a timely and effective
manner, there is no assurance that the Company will be able to obtain its full
requirements of such components in the future, or that prices of such components
will not increase. While the Company believes that there are several
alternatives and other suppliers of its components, the Company's inability to
obtain sufficient limited source components as required, or to develop
alternative sources if and as required in the future, could result in delays or
reductions in product shipments which could have a material adverse effect on
the Company's operations.
Key Personnel. The ability of the Company to maintain its competitive position
will depend on its ability to attract and retain highly qualified development
and management personnel. The competition for such personnel is intense, and
while the Company's human resources are currently adequate in these areas, there
is always a risk of departure of key employees. The loss of a significant group
of key personnel would adversely affect the Company's business and operations.
Potential Fluctuations in Quarterly Results. The Company's quarterly operating
results may vary, depending upon factors such as the timing of large orders and
new product announcements. The Company's expense levels are based, in part, on
its expectations as to future revenue. If revenue levels are below expectations,
operating results are likely to be adversely affected. In addition, the
Company's operating results may fluctuate as a result of increased competition,
delays in new product introduction and market acceptance of its new products.
Concentration of Ownership; Control. At May 16, 1996, the executive officers and
directors of SCC beneficially owned approximately 44.60% of the outstanding
shares of SCC Common Stock. In addition, a trust established for the benefit of
the children of Theodore J. Goodlander, CEO and President of SCC, owns
approximately 30.93% of the outstanding shares of SCC Common Stock. Although Mr.
Goodlander does not exercise any voting control over such shares, the trust may
vote with Mr. Goodlander and effectively control the management and affairs of
SCC. Thus, any new SCC shareholders probably will own a number of shares of SCC
Common Stock which will be insufficient to permit them to influence or control
the management or policies of the Company. Presently, Theodore J. Goodlander,
CEO and President of SCC, directly owns approximately 37.61% of the outstanding
shares of SCC and will continue to directly own approximately 37.61% of the
outstanding shares of the Company after the effectiveness of the Registration
Statement. See "Selling Stockholders."
Authorization of Additional Securities. SCC's Certificate of Incorporation,
currently authorizes the issuance of 25,000,000 shares of Common Stock. As of
May 16, 1996, (without giving effect to possible option exercises), there were
10,636,341 shares of Common Stock issued and outstanding. The remaining
authorized, but unissued shares of Common Stock (after appropriate reservation
for the issuance of shares upon full exercise of outstanding warrants and
options, and future grants under SCC's Amended and Restated Stock Incentive
Plan), may be issued from time to time by SCC's Board of Directors without
stockholder approval. To the extent that additional shares of Common Stock are
issued, dilution to the interest of SCC's stockholders will occur. Additionally,
the issuance of a substantial number of shares of Common Stock may adversely
affect prevailing market prices for the Common Stock and could impair SCC's
ability to raise additional capital through the sale of its equity securities.
Possible Issuances of Preferred Stock. SCC may issue up to 1,000,000 shares of
Preferred Stock in the future without further shareholder approval and upon such
terms and conditions, and having such rights, privileges and preferences, as the
Board of Directors of SCC may determine. The rights of the holders of the SCC's
Common Stock will be subject to, and may be adversely affected by, the rights of
the holders of any shares of Preferred Stock that may be issued in the future.
The issuance of Preferred Stock could have the effect of making it more
difficult for a third party to acquire, or of discouraging a third party from
acquiring, a majority of the outstanding voting stock of SCC.
Additional Financing Requirements. SCC's long-term continued operations depend
upon cash flows from operations, if any, and the availability of additional
equity or debt financing. In light of SCC's current cash and working capital
positions, and the cash requirements of marketing expenditures which would be
necessary in order to position SCC to continue to operate on a positive
cash-flow basis while being able to sustain its continued rapid expansion and
growth, it is uncertain that SCC would be able to generate sufficient cash flows
from operations to sustain and continue to fund such rapid growth and expansion
without an additional equity offering in the future. Any subsequent equity
offerings would dilute SCC's then current shareholders. However, SCC's
management believes that it currently has sufficient working capital and credit
availability to effectively operate for the next 12 months.
Limited Liability of Directors and Officers. The Company, in its Certificate of
Incorporation and By-laws, as amended and restated, has adopted certain
provisions of Delaware General Corporation Laws (DGCL), which afford its
directors and officers limited liability and/or indemnification in certain
circumstances. The availability of these protections may, in some cases, affect
the Company's response to unsolicited attempts by third parties to take over or
otherwise gain control of the Company.
THE POTENTIAL OF THE COMPANY TO EARN PROFITS MUST BE CONSIDERED IN LIGHT OF ALL
OF THE FOREGOING RISK FACTORS.
SELLING STOCKHOLDERS
The following table provides certain information with respect to the
Selling Stockholders and their beneficial ownership of securities of the
Company, including information as to the Common Stock being registered on behalf
of the Selling Stockholders for sale by them. Except as otherwise noted, each
party included in the table has sole voting and investment power with respect to
the shares beneficially owned.
<TABLE>
<CAPTION>
PERCENT OWNED
NAME AND ADDRESS AMOUNT AND NATURE PRIOR TO THE NUMBER OF SHARES SHARES OWNED AFTER
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OFFERING OFFERED HEREBY THE OFFERING (1)
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<S> <C> <C> <C> <C>
Norunn Heilevang 2.07% 220,000 0
8 Nigel Lane 220,000(2)
Nashua, NH 03062
Shigeho Inaoka 504,300(3) 4.74% 504,300 0
2 Chome-16-7
Yuwato Minami Komae-Shi
Tokyo, Japan F201
All other shares being registered 1,593,900 14.99% 1,593,900 0
hereunder as a group(4)
Totals 2,318,200 21.80% 2,318,200 0
</TABLE>
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(1) Certain Selling Stockholders may elect not to sell all or any portion
of the Securities owned by such Stockholders at this time or at any
time in the future.
(2) Does not include 50,000 shares of Common Stock issuable upon exercise
of options granted under SCC's Restated and Amended Stock Incentive
Plan.
(3) Includes 252,700 shares of Common Stock held by TechnoGraphy Inc., for
which Mr. Inaoka is an executive officer and in which he owns a
controlling interest. Does not include 10,000 shares of Common Stock
issuable upon exercise of options granted under SCC's Amended Plan.
(4) See footnotes (1)-(3), above.
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No dealer, sales representative or any other person has been authorized to give
information or make any representation not contained in this Prospectus in
connection with the offer made by this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company, any Selling Security Holder, or any underwriter. This Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy any
securities other than those specifically offered hereby in any jurisdiction to
any person to whom it is unlawful to make an offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that there has
been no change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to the date
hereof.
================================================================================
2,318,200 SHARES
STORAGE COMPUTER CORPORATION
COMMON STOCK
------------------
PROSPECTUS
------------------
May 21, 1996
PLAN OF DISTRIBUTION
The Company is advised that, pursuant to the terms of this Prospectus,
the Selling Stockholders are offering from time to time, in whole or in part, an
aggregate of 2,318,200 shares of Common Stock for resale hereunder for their own
account at such prices and on such terms as are available at the time of sale.
The proceeds from any sales of Common Stock offered hereby by the Selling
Stockholders will not be received by the Company.
The Company understands that any distribution of securities by the
Selling Stockholders, or by pledgees, donees, transferees or other successors in
interest, may be effected from time to time in one or more of the following
transactions: (a) to underwriters who will acquire the Securities for their own
account and resell them in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale (any public offering price and any discount or concessions
allowed, re-allowed or paid to dealers may be changed from time to time); (b)
through brokers, acting as principal or agent, in transactions, in special
offerings, in exchange distributions pursuant to the rules of the applicable
exchanges or in the over-the-counter market, or otherwise, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices; or (c) directly or through
brokers or agents in private sales at negotiated prices, or by any other legally
available means.
The Selling Stockholders and underwriters, brokers, dealers or agents,
upon effecting the sale of the securities, may be deemed to be an underwriter,
as that term is defined by the Securities Act of 1933, as amended, and any
profit on any resale of securities may be deemed to be underwriting discounts
and commissions.
In order to comply with the securities laws of certain states, if
applicable, the Securities will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Securities may not be sold unless the Securities have been registered or
qualified for sale in such state or an exemption from registration or
qualification is available and complied with.
The Company will file during any period in which offers or sales are
being made one or more post-effective amendments to the Registration Statement
of which this Prospectus is a part to describe any material information with
respect to the plan of distribution not previously disclosed in this Prospectus
or any material change in such information.
LEGAL MATTERS
The legality of the securities offered hereby will be passed upon for
the Company by Peabody & Arnold, 50 Rowes Wharf, Boston, Massachusetts 02110.
Thomas A. Wooters, Esq., a partner of Peabody & Arnold, is Secretary of SCC. An
Individual Retirement Account for the benefit of Thomas A. Wooters currently
owns 1,428 shares of SCC Common Stock. In addition, a Keough account for the
benefit of Paul J. Ayoub, Esq., a partner of Peabody & Arnold, currently owns
1,000 shares of SCC Common Stock. On September 1, 1992, SCC issued options to
purchase 10,000 shares of SCC Common Stock to Peabody & Arnold at a purchase
price of $.10 per share.
EXPERTS
The consolidated financial statements of Storage Computer Corporation
and subsidiaries for the years ended December 31, 1995 and 1994, have been
incorporated herein by reference in reliance upon the report of Richard A.
Eisner & Company, LLP, independent certified public accountants, given upon
their authority as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION *
Securities and Exchange Commission Registration Fee $ 7,099
Legal Fees and Expenses $ 5,000
Accounting Fees and Expenses $ 5,000
Miscellaneous $ 2,500
TOTAL EXPENSES $ 19,599
*All amounts other than the Registration Fee are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law permits
indemnification of officers and directors in certain circumstances. As permitted
by amendments to the Delaware General Corporation Law effective in July 1986,
the Registrant has included a provision in its Certificate of Incorporation
that, subject to certain limitations, eliminates the ability of the Registrant
and its stockholders to recover monetary damages from a director of the
Registrant for breach of fiduciary duty as a director. Additionally, the
Registrant's By-Laws contain provisions that the Company must indemnify and make
advances to officers and directors, for all liabilities which they incur in
discharging claims made against them for their activities as a director or
officer of the Registrant which are incurred during their tenure with the
Company, except claims brought against an employee, officer or director, which
are based upon acts of the employee, officer or director, which were not
performed in "good faith".
Limitation of Personal Liability of Directors. The DGCL provides that a
corporation's certificate of incorporation may include a provision limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. However, no such
provision can eliminate or limit the liability of a director for (i) any breach
of the director's duty of loyalty to the corporation or its stockholders, (ii)
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law, (iii) violation of certain provisions of the DGCL
with respect to unlawful distributions to stockholders, (iv) any transaction
from which the director derived an improper personal benefit, or (v) any act or
omission prior to the adoption of such a provision in the certificate of
incorporation. The SCC Charter contains a provision eliminating the personal
liability of its directors for monetary damages to the extent permitted under
Delaware law.
Indemnification of Directors and Officers. Under the DGCL, a corporation may not
indemnify any director, officer, employee or agent made, or threatened to be
made party to any threatened, pending or completed proceeding, unless such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal proceeding, had no reasonable cause to believe that his or her
conduct was unlawful. The SCC By-Laws contain provisions which require SCC to
indemnify such persons to the full extent permitted by the DGCL.
The DGCL also establishes several mandatory rules for indemnification. In the
case of a proceeding by or in the right of the corporation to procure a judgment
in its favor (e.g., a stockholder derivative suit), a corporation may indemnify
an officer, director, employee or agent if such person acted in good faith and
in a manner such person reasonably believed to be in or not opposed to the best
interests of the corporation; provided, however, that no person adjudged to be
liable to the corporation may be indemnified unless, and only to the extent
that, the Delaware Court of Chancery or the court in which such action or suit
was brought determines upon application 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 such court
deems proper. A director, officer, employee or agent who is successful, on the
merits or otherwise, in defense of any proceeding subject to the DGCL's
indemnification provisions must be indemnified by the corporation for reasonable
expenses incurred therein, including attorneys' fees.
The DGCL and the SCC By-Laws state that a determination must be made that a
director or officer has met the required standard of conduct before the director
or officer may be indemnified. The determination may be made by (i) a majority
vote of a quorum of disinterested directors, (ii) independent legal counsel
(selected by the disinterested directors) or (iii) the stockholders.
The DGCL and the SCC By-Laws require SCC to advance reasonable expenses to a
director or officer after such person provides an undertaking to repay the
corporation if it is determined that the required standard of conduct has not
been met. In addition, the SCC By-Laws permit SCC to advance expenses to other
employees and agents in a similar manner.
The indemnification and advancement of expenses described above under the DGCL
is not exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law agreement, vote of
stockholders or disinterested directors or otherwise.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the Company,
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
ITEM 16. EXHIBITS
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NO. DOCUMENT
------ --------
<S> <C>
5.1* Opinion of Peabody & Arnold, counsel to the Registrant.
23.1* Consent of Peabody & Arnold (included in Exhibit 5.1 hereto).
23.2* Consent of Richard A. Eisner & Company, LLP, independent auditors.
23.3 Consent of Richard A. Eisner & Company, LLP, independent auditors, dated July 23, 1996.
24.1* Power of Attorney (included on signature page).
</TABLE>
- ---------
*Previously filed
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act"),
(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 hereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the Registration Statement; and
(iii) to include any additional or changed material information on the
plan of distribution.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed 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 Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act,
each 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 filing a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The 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 of Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers 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 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than 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 that 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 of 1933 and will be
governed by the final adjudication of such issue.
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.2 to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Nashua, State of New Hampshire, on the
10th day of September, 1996.
STORAGE COMPUTER CORPORATION
By: /s/ Theodore J. Goodlander
--------------------------------------
Theodore J. Goodlander, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Theodore J. Goodlander and Thomas A. Wooters, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents, or his substitute
or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Theodore J. Goodlander President, Chief Executive Officer and Chairman of the Board
- ------------------------------- of Directors (Principal Executive Officer, Principal
Theodore J. Goodlander Financial Officer and Principal Accounting Officer) September 10, 1996
*
- ------------------------------ Director September 10, 1996
Shigeho Inaoka
* /s/ Theodore J. Goodlander
-------------------------------
Theodore J. Goodlander,
Attorney-in-fact
</TABLE>
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of Storage Computer Corporation (the "Company") of our report dated
March 4, 1996 on the consolidated financial statements of the Company for the
years ended December 31, 1995 and 1994 appearing in the Company's Annual Report
of Form 10-KSB/A for the year ended December 31, 1995. We also consent to the
reference to our firm under the caption "Experts" included in the Registration
Statement.
/s/ Richard A. Eisner & Company, LLP
Richard A. Eisner & Company, LLP
Cambridge, Massachusetts
September 9, 1996
