<PAGE> 1
As Filed with the Securities and Exchange Commission on March 8, 1999
Registration No. 33 - ______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SHARED TECHNOLOGIES CELLULAR, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
06-1381411
(IRS Employer Identification Number)
100 Great Meadow Road, Wethersfield, CT 06109
(860) 258-2100
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
------------
Anthony D. Autorino
Chairman and Chief Executive Officer
Shared Technologies Cellular, Inc.
100 Great Meadow Road
Wethersfield, CT 06109
(860) 258-2500
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
------------
The Commission is Requested to Send Copies of All Communications to:
Jeffrey A. Clopeck, Esq.
Day, Berry & Howard LLP
260 Franklin Street
Boston, MA 02110
(617) 345-4600
------------
<PAGE> 2
-ii-
Approximate date of commencement of proposed sale to the public: From
time to time, after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box.
[X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, 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. [ ]
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.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THE SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
<PAGE> 3
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Proposed Proposed
Class of Amount to be Maximum Maximum
Securities to be Registered Offering Price Aggregate Amount of
Registered (1)(2) Per Share(3) Offering Price Registration Fee
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 4,980,000 $8.125 $40,462,500 $11,248.58
par value $.01
per share
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement also covers
additional securities that may become issuable (a) to prevent dilution
resulting from stock splits, stock dividends or similar transactions,
or (b) by reason of changes in the conversion price of the registrant's
Series C Convertible Preferred Stock, the exercise price of certain
Warrants or the conversion price of the Registrant's 5% Convertible
Notes.
(2) Represents (a) 4,500,000 Shares of Common Stock which may be issued by
the Registrant to certain holders of Series C Convertible Preferred
Stock upon conversion of that stock and upon the exercise by those
holders of certain Warrants held by them and (b) 480,000 shares of
Common Stock which may be issued to certain holders of the Registrant's
5% Convertible Notes.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average of the high and low
prices of the Common Stock, $8.25 and $8.00, respectively, as
reported by the NASDAQ SmallCap Market on March 4, 1999.
<PAGE> 4
PROSPECTUS
SHARED TECHNOLOGIES CELLULAR, INC.
4,980,000 SHARES OF COMMON STOCK
THE COMPANY
THE TRADING SYMBOL
Shared Technologies Cellular, Inc.
100 Great Meadow Road NASDAQ SmallCap Market -- STCL
Wethersfield, Connecticut 06109
(860) 258-2500
THE OFFERING
This Prospectus relates to 4,980,000 shares of our Common Stock that
certain of our stockholders may occasionally sell. This Prospectus
covers only the reoffer and resale of up to 4,980,000 shares of our
Common Stock by the Selling Stockholders, after the Selling
Stockholders:
- convert their shares of our Series C Convertible
Preferred Stock into shares of our Common Stock,
- exercise their warrants to purchase shares of our
Common Stock, or
- convert their 5% Convertible Notes into shares of our
Common Stock.
INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS" ON
PAGES 3 - 8.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Selling Stockholders may sell the shares of Common Stock covered by this
Prospectus:
-- to or through one or more underwriters,
-- directly to purchasers,
-- through agents,
-- on the NASDAQ SmallCap Market in typical brokerage transactions,
-- in negotiated transactions, or otherwise.
The Selling Stockholders may sell the shares of Common Stock covered by this
Prospectus:
-- at market prices prevailing at the time of sale,
-- at prices related to the then-prevailing market price, or
-- at negotiated prices, but Shared Technologies Cellular will not
receive proceeds from the sale of the shares of Common Stock by the
Selling Stockholders.
Subject to Completion, dated March 8, 1999
<PAGE> 5
TABLE OF CONTENTS
Page
About This Prospectus..................................................... 1
Information............................................................... 1
Shared Technologies Cellular.............................................. 2
Forward-Looking Statements................................................ 3
Risk Factors.............................................................. 3
Use of Proceeds........................................................... 8
Selling Stockholders...................................................... 8
Plan of Distribution...................................................... 11
Transfer Agent............................................................ 12
Legal Matters............................................................. 12
Experts................................................................... 12
Recent Developments....................................................... 13
ABOUT THIS PROSPECTUS
This Prospectus is part of a Registration Statement that we filed with
the SEC; it provides you with a general description of the securities offered.
You should read this Prospectus together with additional information described
under the heading WHERE YOU CAN FIND MORE INFORMATION.
We are complying with the SEC's plain English program. This is an
initiative launched by the SEC to make prospectuses and other information more
understandable to the general investor. To see more detail, you should read the
exhibits filed with this Registration Statement.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's Public Reference Facilities at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C 20549, and at the SEC's Regional Offices at 7
World Trade Center, New York, New York 10048, and at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Our SEC filings are also
available to the public over the Internet at the SEC's Web site at
http://www.sec.gov. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our Common Stock is quoted on the
NASDAQ SmallCap Market under the symbol "STCL". Reports and other information
about Shared Technologies Cellular may be inspected at the office of the
National Association of Securities Dealers, Inc., at 1731 K Street, N.W.,
Washington, D.C.
20001.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this Prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 15 or 15(d) of the Securities Exchange Act of 1934
until this offering terminates:
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(1) Our Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
(2) Our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998.
(3) Our Current Report on Form 8-K dated February 11, 1999,
containing a description of the private sale of our Series C
Convertible Preferred Stock.
(4) Our Proxy Statement filed April 29, 1998 in connection with
our Annual Meeting of Stockholders held on May 22, 1998.
(5) The description of our Common Stock contained in our
Registration Statement on Form 8-A filed December 20, 1994 and
April 19, 1995.
(6) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report referred to in (1)
above.
You can request copies of these filings at no cost by contacting our
Director of Investor Relations, Wayne Sassano, in writing at 100 Great Meadow
Road, Wethersfield, Connecticut 06109, or by phone at (860) 258-2441.
WE HAVE NOT AUTHORIZED ANY DEALER, SALESMAN, OR OTHER PERSON TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS,
AND, YOU SHOULD NOT RELY ON ANY OTHER INFORMATION OR REPRESENTATION. ALL
INFORMATION IN THIS PROSPECTUS IS AS OF THE DATE OF THIS PROSPECTUS. THIS
PROSPECTUS IS NOT AN OFFER TO SELL AND IT IS NOT SOLICITING AN OFFER TO BUY ANY
SECURITY OTHER THAN THE SECURITIES COVERED BY THIS PROSPECTUS. THIS PROSPECTUS
IS NOT AN OFFER TO SELL, AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THERE MAY BE
CHANGES IN THE AFFAIRS OF SHARED TECHNOLOGIES CELLULAR AFTER THE DELIVERY OF
THIS PROSPECTUS OR THE SALE OF ANY COMMON STOCK. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON
THE FRONT OF THIS PROSPECTUS.
SHARED TECHNOLOGIES CELLULAR
Shared Technologies Cellular is a Delaware corporation, incorporated in
1989. We provide national cellular rental and prepaid services in most of the
United States. We also provide cellular activation services in over 690 cellular
geographical service areas at a variety of retail and commercial outlets,
automobile dealers and mail order distribution companies. We also act as a
reseller or agent for cellular and PCS carriers and, in that capacity, we can
offer cellular service to approximately 94% of the U.S. population. Shared
Technologies Cellular rents portable cellular telephones to business and leisure
travelers, the press, attendees and participants at conventions and sporting
events and government agencies. We also sell, install and provide airtime
services for cellular customers, and we support the activation, customer service
and
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collection services for national prepaid (debit) cellular service operations. We
are located at 100 Great Meadow Road, Wethersfield, Connecticut 06109 and can be
reached at (860) 258-2500.
FORWARD-LOOKING STATEMENTS
This Prospectus contains or incorporates certain forward-looking
statements, including statements containing the words "believes", "anticipates",
"expects" and other, similar words. You should be aware that those
forward-looking statements involve known and unknown risks and uncertainties
which may cause:
- the actual results,
- our financial condition,
- our performance,
- our achievements, or
- industry results
to be worse than the future results, performance or achievements stated in, or
implied by, those forward-looking statements.
Do not rely on any forward-looking statements. Although we believe that
the expectations reflected in these forward-looking statements are reasonable,
we cannot assure you that the actual results or developments we anticipate will
be realized, or even if realized, that they will have the expected effects on
our business or operations. We assume no obligation to update any
forward-looking statements to reflect future events or developments.
RISK FACTORS
The securities offered in this Prospectus are highly speculative. When
contemplating an investment in the Common Stock, you should carefully consider
the matters set forth in this section of the Prospectus, in addition to the
other information contained or incorporated by reference in this Prospectus.
The following risk factors, and others, are discussed in more detail
below:
- our history of financial losses,
- our dependence on relationships with certain unrelated
parties,
- the general uncertainty of the cellular market,
- the fluctuating price of cellular services,
- competition in the cellular market,
- government regulation,
- expansion uncertainties, and
- acquisition risks.
<PAGE> 8
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HISTORY OF LOSSES.
Since 1989, we have generally experienced continuing losses.
DEPENDENCE ON KEY RELATIONSHIPS.
We depend on our relationships with certain, major car rental
companies. Our work with those car rental companies accounted for approximately
40%, 57% and 38% of our revenues during 1996, 1997 and 1998. In some cases, our
agreements with those companies may be terminated on relatively short notice. In
1998, we also earned a substantial part of our revenues from our relationship
with Thorn Americas, through which we provided debit (i.e. prepaid) cellular
services to cellular customers. Our relationship with Thorn Americas ended in
November, 1998. In 1996, 1997 and 1998, this relationship accounted for 6%, 26%
and 12% of our revenues. Recently, we expanded our debit operations to other
national distribution channels, including a recently formed alliance with MCI
WorldCom.
UNCERTAINTY OF CELLULAR MARKETPLACE.
The market for cellular communications products and services has grown
substantially in recent years, but we cannot assure that growth will continue at
the same rate. In addition, the debit (i.e. prepaid) cellular services business
is a relatively new market venture, and our ability to profit and grow within
that new market is uncertain.
PRICE OF SERVICES.
The price of cellular services may decrease, as new wireless
technologies are developed to compete with traditional cellular telephony. If
the price of cellular service decreases, then our profitability may also
decrease.
COMPETITION AND TECHNOLOGICAL OBSOLESCENCE.
The telecommunications and cellular telephone industries are highly
competitive. Competitive factors include:
- price,
- customer service,
- geographical coverage, and
- the ability to increase revenues through marketing.
Our short-term, portable service competes with regional and national cellular
service companies. Some regional and national cellular service companies have
substantially more experience and greater financial, technical and other
resources than Shared Technologies Cellular. In the agency and activation
business, we face competition from other resellers, mass merchants, carriers and
agents, many of which may have substantially more experience and greater
financial, marketing,
<PAGE> 9
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technical and other resources than Shared Technologies Cellular. Any competition
may have a material adverse impact on our results of operations. In addition,
there are a significant number of wireless technologies currently under
development in the marketplace. Those technological advances may have a material
adverse effect on our business.
SEASONALITY.
Our revenues from phone rentals decrease in the winter months due to a
reduction in business travel during (1) the holiday season and (2) inclement
weather. We expect that trend to continue.
GOVERNMENT REGULATION.
From time to time, federal and state legislators and regulators propose
legislation or regulations that could beneficially or adversely affect Shared
Technologies Cellular. Any such legislation or regulation, if adopted, could
have a material adverse impact on our operations.
UNCERTAIN ABILITY TO ACHIEVE AND MANAGE PLANNED EXPANSION.
Our future success and continued growth may depend on our ability to
acquire other companies and/or expand our operations. Expansion would depend on:
- our ability to hire, train, retain and assimilate
competent management and other employees;
- the adequacy of our financial resources;
- our ability to identify new markets in which we can
successfully compete; and
- our ability to adapt management, information and
other systems to accommodate expanded operations.
In addition, we may enter new markets in which we have no prior operating
experience. We cannot assure that we will be able to achieve any planned
expansion or that it will be profitable. Any expansion, including growth through
acquisitions, will place increasing pressure on our management controls. The
failure to successfully manage any planned expansion would adversely affect our
business. We cannot guarantee that expansion will lead to profitability.
RISKS ASSOCIATED WITH ACQUISITIONS.
Our future growth strategy may include acquisitions. We cannot assure
that we will be able to:
- successfully identify suitable acquisition
candidates,
- complete any acquisitions,
- integrate acquired operations into existing
operations, or
<PAGE> 10
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- expand into new markets.
Acquisitions could have a material adverse effect on our operating results,
particularly in the fiscal quarters immediately following the acquisitions,
while we attempt to integrate operations of the acquired businesses into our
operations. Once integrated, acquired operations may not achieve profitability.
FINANCING GROWTH.
We will need significant capital for:
- future expansions through acquisitions,
- development of new products, and
- growth of existing operations.
To date, we have financed our expansion substantially through (1) the sale of
equity and (2) debt financing. We cannot assure that we will obtain future
financing at favorable terms, if at all. Without sufficient financing, we will
be unable to pursue our growth strategy, which will have a material adverse
effect on our ability to increase our revenues.
FLUCTUATING STOCK PRICE.
The market price of our Common Stock has fluctuated since our initial
public offering in April of 1995 and may continue to fluctuate in the future.
Our Common Stock is traded on the NASDAQ SmallCap Market, which has experienced,
and is likely to continue to experience, significant price and volume
fluctuations that could adversely affect the market price of our Common Stock,
even if our operating performance is strong. We believe factors such as
quarterly fluctuations in financial results and announcements of new
technologies may cause the market price of our Common Stock to vary, perhaps
substantially. These factors, as well as general economic conditions over which
we have no control (such as recessions or high interest rates), may adversely
affect the market price of our Common Stock.
DEPENDENCE ON KEY PERSONNEL.
Our future performance depends on the continued contributions of
certain key management personnel, including Anthony D. Autorino. Mr. Autorino is
our Chairman and Chief Executive Officer and is also a significant stockholder
in Shared Technologies Cellular. We do not know if we will be able to retain any
key members of management, or if they will be able to successfully manage our
existing operations or achieve our expansion plans. Our ability to grow and earn
revenues also depends on our uncertain ability to attract and retain other
management personnel.
<PAGE> 11
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NO DIVIDENDS.
Shared Technologies Cellular has never paid dividends to its
stockholders and does not plan to pay dividends in the foreseeable future. We
intend to reinvest earnings, if any, in the development and expansion of our
business.
ANTI-TAKEOVER EFFECTS; PREFERRED STOCK.
Shared Technologies Cellular's Restated Certificate of Incorporation,
as amended, contains certain provisions that could delay, defer or prevent a
change in control of Shared Technologies Cellular, which could adversely affect
the market price of the Common Stock. These provisions allow us to issue,
without stockholder approval, preferred stock having rights senior to those of
our Common Stock. We may issue additional preferred stock in one or more series,
and the board of directors, without further action by holders of Common Stock,
may determine the terms of the preferred stock at the time of its issuance.
Holders of preferred stock may enjoy:
- voting rights,
- preferences as to dividends and liquidation, and
- conversion and redemption rights.
The issuance of preferred stock could adversely affect the rights of the holders
of Common Stock and, in the case of convertible preferred stock such as the
Series C Convertible Preferred Stock, may have the effect of diluting the
current stockholders' interest in Shared Technologies Cellular upon conversion,
and therefore, could reduce the value of the Common Stock.
FUTURE SALES OF COMMON STOCK.
Our board of directors may, without stockholder approval, issue all or
part of any authorized but unissued shares of Common Stock. Any such issuance
would dilute the stockholders' percentage of ownership interest and may dilute
the book value of the Common Stock. In addition, holders of warrants and stock
options may exercise their warrants or options at a time when we would otherwise
be able to obtain additional capital on terms more favorable to us.
The sale, or availability for sale, of a substantial amount of Common
Stock in the public market as a result of this offering could adversely affect
the market price of the Common Stock and could impair our ability to raise
additional capital through the sale of our equity securities.
YEAR 2000 COMPLIANCE.
We have conducted a review of our computer systems and believe that the
majority of our systems are properly adapted to avoid a Year 2000 problem. We
believe that all of our computer systems will be Year 2000 compliant by April
1999. We are currently working with outside
<PAGE> 12
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vendors to obtain assurance that they are Year 2000 compliant. However, we
cannot assure that all of our vendors, including carriers, will achieve
compliance on a timely basis. Noncompliance by vendors could result in a
material adverse effect on our operations. We have not developed any contingency
plan to address the possibility of vendor-related Year 2000 problems.
USE OF PROCEEDS
Shared Technologies Cellular will not receive proceeds from the sale of
Common Stock by the Selling Stockholders (other than the price payable upon
exercise of certain warrants held by certain of the Selling Stockholders (the
"Warrants")). We expect to incur about $31,250 in expenses for filing, listing,
legal, accounting and miscellaneous fees and expenses in connection with this
offering. We will not pay for commissions and discounts of brokers, dealers or
agents or the fees and expenses of counsel for the Selling Stockholders. See
"Selling Stockholders" and "Plan of Distribution" below.
SELLING STOCKHOLDERS
This Prospectus relates to the offer and sale of Common Stock owned by
each of the Selling Stockholders (after such person becomes a holder of Common
Stock).
The Selling Stockholders will hold Common Stock issued upon conversion
of Series C Convertible Preferred Stock, exercise of the Warrants issued in
connection with the issuance of the Series C Convertible Preferred Stock, or
conversion of our 5% Convertible Notes. Pursuant to Rule 416 of the Securities
Act of 1933, the Selling Stockholders may also offer and sell shares of Common
Stock issued as a result of, among other events:
- stock splits,
- stock dividends, and
- anti-dilution adjustment provisions (including by
reason of any change in the conversion price of the
Series C Convertible Preferred Stock and the 5%
Convertible Notes).
In addition, certain of the Selling Stockholders may also offer and sell shares
of Common Stock issued as payment of liquidated damages upon certain events of
default.
The registration of 4,500,000 of the shares of Common Stock offered for
resale is pursuant to a Registration Rights Agreement dated January 28, 1999,
entered into in connection with the original issuance of the Series C
Convertible Preferred Stock and the Warrants. The Series C Convertible Preferred
Stock and the Warrants were issued to certain of the Selling Stockholders
pursuant to a Securities Purchase Agreement dated January 28, 1999 among Shared
Technologies Cellular and such Selling Stockholders. In exchange for total
consideration of $15 million, we issued (a) an aggregate of 15,000 shares of
Series C Convertible Preferred Stock and (b) Warrants to purchase a total of
300,000 shares of Common Stock to certain of the Selling
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Stockholders. Each share of Series C Convertible Preferred Stock is convertible
into shares of Common Stock in accordance with the following formula:
Number of Shares of = Stated Value plus accrued Premium
---------------------------------
Common Stock Issuable Conversion Price
The "Stated Value" is equal to $1,000.00 per share. The "Premium" is equal to
6%, payable in Common Stock or cash, at the option of Shared Technologies
Cellular (subject to certain conditions), upon conversion. The "Conversion
Price" is equal to the lesser of $7.00 and the Variable Conversion Price. The
"Variable Conversion Price" is equal to the average of the lowest closing bid
prices for the Common Stock on any five (5) consecutive trading days during the
period of fifteen (15) trading days immediately prior to the conversion date. If
the Common Stock trades above $11.00 per share (subject to adjustment upon the
occurrence of certain events, including but not limited to a stock split or
dividend or a merger or consolidation of Shared Technologies Cellular) for ten
(10) consecutive days, and if at all times during such period certain additional
conditions are satisfied, the Conversion Price will be equal to $7.00
thereafter.
The registration of 480,000 of the shares of Common Stock offered for
resale is pursuant to the terms of certain 5% Convertible Notes issued by Shared
Technologies Cellular to nine of the Selling Stockholders in a private offering
in May, 1998. In this offering, we issued an aggregate principal amount of
$2,400,000 of 5% Convertible Notes, which notes are convertible into Common
Stock at an initial conversion price of $5.00 per share, subject to adjustment.
The number of shares of Common Stock issuable upon conversion of the
Series C Convertible Preferred Stock may fluctuate from time to time due to the
Variable Conversion Price feature of the Series C Convertible Preferred Stock
and to the accrued Premium which may be payable at the option of Shared
Technologies Cellular in Common Stock or cash. Therefore, pursuant to the
Registration Rights Agreement, we are required to register for resale at least
4,500,000 shares of Common Stock issuable upon the conversion of the Series C
Convertible Preferred Stock and exercise of the Warrants. Subject to a
stockholder approval requirement described below, there are currently 2,153,424
shares of Common Stock issuable upon conversion of the 15,000 shares of Series C
Convertible Preferred Stock held by the Selling Stockholders and 300,000 shares
of Common Stock issuable upon exercise of the Warrants held by the Selling
Stockholders. The number of shares covered by this Prospectus, therefore,
represents (1) approximately 183.42% of the shares currently issuable to those
Selling Stockholders who hold Series C Convertible Preferred Stock and Warrants,
and (2) 100% of the shares currently issuable to those Selling Stockholders who
hold 5% Convertible Notes. However, until we obtain stockholder approval, the
number of shares of Common Stock issued to the Selling Stockholders upon
conversion of their Series C Convertible Preferred Stock or exercise of their
Warrants may not exceed 19.99% of number of shares of Common Stock outstanding
on February 5, 1999, or 1,512,661 shares. We have agreed to seek such
stockholder approval at a meeting of our stockholders to be held no later than
May 31, 1999.
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Messrs. Ajit G. Hutheesing and Nicholas E. Sinacori, members of our
board of directors, also serve as principals of International Capital Partners,
Inc. , whose profit sharing plan is one of the Selling Stockholders. Herbert L.
Oakes, Jr., a principal of Oakes, Fitzwilliams & Co. S.A. and Oakes,
Fitzwilliams & Co. Limited, each of which is also a Selling Stockholder, was a
director of a former affiliate of ours, Shared Technologies Fairchild, Inc.,
until March, 1996. None of the other Selling Stockholders has held any position
or office or had any other material relationship with Shared Technologies
Cellular or any of its predecessors or affiliates in the last three years.
The following table lists (1) the name of each Selling Stockholder, (2)
the number of shares of Common Stock owned by each Selling Stockholder before
this offering, (3) the number of shares of Common Stock that may be offered by
each Selling Stockholder pursuant to this Prospectus and (4) the number of
shares of Common Stock to be owned by each Selling Stockholder upon completion
of the offering if all shares registered hereby are sold and (5) the percentage
of Common Stock to be owned by each Selling Stockholder after completion of the
offering if all shares registered hereby are sold. The information below is as
of the date of this Prospectus and is to the best of the Company's knowledge.
<TABLE>
<CAPTION>
Number of Shares Percentage to be
Number of Shares Number of Shares to be Owned upon Owned upon
Name of Selling Stockholder Owned before that may be Completion of Completion of
this Offering Offered Offering (6) Offering (6)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Marshall Capital Management, Inc. 1,499,850 (1) 1,499,850 (1) -0- -0-
Marcuard Cook & Cie S.A. 509,850 (1) 509,850 (1) -0- -0-
Eagle & Dominion Euro 66,150 (1) 66,150 (1) -0- -0-
American Growth Fund Ltd.
Eagle & Dominion Euro 18,000 (1) 18,000 (1) -0- -0-
American Growth Fund L.P.
Meinl Bank 315,000 (1) 315,000 (1) -0- -0-
Trower FT 14,850 (1) 14,850 (1) -0- -0-
AAGC ABN Amro Bank NV 300,150 (1) 300,150 (1) -0- -0-
Lupton Estates Ltd. 239,850 (1) 239,850 (1) -0- -0-
Dulville Limited 239,850 (1) 239,850 (1) -0- -0-
Grange Nominees Limited 126,000 (1) 126,000 (1) -0- -0-
NCL Investments Ltd 120,150 (1) 120,150 (1) -0- -0-
A/C NCL (Nominees) Ltd
</TABLE>
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<TABLE>
<CAPTION>
Number of Shares Percentage to be
Number of Shares Number of Shares to be Owned upon Owned upon
Name of Selling Stockholder Owned before that may be Completion of Completion of
this Offering Offered Offering (6) Offering (6)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Thornhill Investment 54,900 (1) 54,900 (1) -0- -0-
Management Limited
Account C
Thornhill Investment 4,950 (1) 4,950 (1) -0- -0-
Management Limited
Account B
Oakes Fitzwilliams & Co. 102,150 (1) 102,150 (1) -0- -0-
S.A.
Oakes Fitzwilliams & Co. 113,001 (2) 45,000 (1) 68,001 *
Limited
The Trident North Atlantic 21,150 (1) 21,150 (1) -0- -0-
Fund
Bellhaven Investments Ltd. 8,550 (1) 8,550 (1) -0- -0-
E&D No. 2 Account, Adam 5,850 (1) 5,850 (1) -0- -0-
& Co. (Nominees) Ltd.
Pequot Scout Fund, L.P. 669,450 (3) 432,450 (1) 237,000 1.9%
Ardara Investment Inc. 300,150 (1) 300,150 (1) -0- -0-
International Capital 852,817 (4a) 115,150 (4b) 737,667 (4c) 5.6%
Partners, Inc. Profit-Sharing
Trust
Joseph Grano, Jr. 200,000 (5) 200,000 (5) -0- -0-
E. Garrett Bewkes, III 20,000 (5) 20,000 (5) -0- -0-
Mark B. Sutton 40,000 (5) 40,000 (5) -0- -0-
Alpine Spectrum Investors 100,000 (5) 100,000 (5) -0- -0-
Steven P. Baum 40,000 (5) 40,000 (5) -0- -0-
Emilio Bassini 20,000 (5) 20,000 (5) -0- -0-
Retirement Plan
Piers Playfair 10,000 (5) 10,000 (5) -0- -0-
Retirement Plan
Robert Margolin 10,000 (5) 10,000 (5) -0- -0-
</TABLE>
- ----------------------------
* Less than 1%
(1) Represents approximately 183.42% of the shares currently issuable to
such holder upon conversion of Series C Convertible Preferred Stock and
exercise of the Warrants held by such holder (computed
<PAGE> 16
- 12 -
without regard to a provision in the terms of the Series C Convertible
Preferred Stock and the Warrants applicable to some of the Selling
Stockholders which limits such Selling Stockholders to not greater than
4.99% of the outstanding shares of Common Stock). Assumes the
stockholder approval discussed above is obtained.
(2) Represents approximately 183.42% of the shares currently issuable to
such holder upon conversion of Series C Convertible Preferred Stock and
exercise of the Warrants held by such holder plus 68,001 other shares
held directly assumes the stockholder approval discussed above is
obtained.
(3) Represents approximately 183.42% of the shares currently issuable to
such holder upon conversion of Series C Convertible Preferred Stock and
exercise of the Warrants held by such holder plus 237,000 other shares
held directly. Assumes the stockholder approval discussed above is
obtained.
(4a) Includes approximately 183.42% of the shares currently issuable to such
holder upon conversion of Series C Convertible Preferred Stock and
exercise of the Warrants held by such holder plus 100% of the shares
currently issuable to such holder upon conversion of 5% Convertible
Notes, and assumes the stockholder approval discussed above is
obtained. Also includes 66,667 shares of Common Stock, 655,000 shares
issuable upon exercise of other warrants and 16,000 shares issuable
upon exercise of options held by International Capital Partners, Inc.
("ICP"), an affiliate of International Capital Partners, Inc.
Profit-Sharing Trust. Does not include 10,000 shares of Common Stock
held directly by Agit G. Hutteesing, a trustee of International Capital
Partners, Inc. Profit-Sharing Trust and a principal of ICP.
(4b) Represents approximately 183.42% of the shares currently issuable to
such holder upon conversion of Series C Convertible Preferred Stock and
exercise of the Warrants held by such holder plus 100% of the shares
currently issuable to such holder upon conversion of 5% Convertible
Notes. Assumes the stockholder approval discussed above is obtained.
(4c) Includes 66,667 shares of Common Stock, 655,000 shares issuable upon
exercise of other warrants and 16,000 shares issuable upon exercise of
options held by ICP. Does not include 10,000 shares of Common Stock
held directly by Agit G. Hutteesing, a trustee of International Capital
Partners, Inc. Profit-Sharing Trust and a principal of ICP.
(5) Represents 100% of the shares currently issuable to such holder upon
conversion of 5% Convertible Notes.
(6) Assumes all shares acquired upon conversion of the Series C Convertible
Preferred Stock, upon conversion of the 5% Convertible Notes and upon
exercise of the Warrants will be offered and sold.
PLAN OF DISTRIBUTION
The Selling Stockholders may offer and sell the shares of Common Stock
covered by this Prospectus from time to time, subject to certain restrictions.
The Selling Stockholders will act independently of Shared Technologies Cellular
in making decisions with respect to the timing, manner and size of each sale.
Sales may be made in the NASDAQ SmallCap Market at (1) market prices prevailing
at the time of the sale, (2) prices related to the then-prevailing market price
or (3) negotiated prices. Negotiated transactions may include an underwritten
offering or:
- purchases by a broker-dealer as principal and resale
by such broker-dealer for its account pursuant to
this Prospectus;
- ordinary brokerage transactions and transactions in
which a broker solicits purchasers; or
- block trades in which a broker-dealer so engaged will
attempt to sell the shares as agent but may take a
position and resell a portion of the block as
principal to facilitate the transaction.
Distribution by the Selling Stockholders of the Common Stock covered by
this Prospectus may occur over an extended period of time. In effecting sales,
broker-dealers hired by the Selling Stockholders may arrange for other
broker-dealers to participate. Broker-dealers may receive commissions or
discounts from the Selling Stockholders in amounts to be negotiated immediately
prior to the sale.
In connection with the sale of Common Stock covered by this Prospectus,
underwriters or agents may receive compensation from the Selling Stockholders or
from purchasers of the Common Stock, for whom they may act as agents. Their
compensation may be in the form of discounts, concessions or commissions. If
underwriters sell Common Stock to or through dealers, then the dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions from the purchasers for whom they act as
<PAGE> 17
- 13 -
agents. Neither Shared Technologies Cellular nor any Selling Stockholder can
presently estimate the amount of that compensation. We know of no existing
arrangements between any Selling Stockholder, any other stockholder, broker,
dealer, underwriter or agent relating to the sale or distribution of the shares
of Common Stock.
We are required to pay the expenses of registration, offering and sale
of the shares to the public (other than underwriting discounts, commissions and
expense of counsel to each Selling Stockholder). We are also required to
indemnify the Selling Stockholders against certain liabilities, including
liabilities under the Securities Act of 1933.
This offering will terminate on the earlier of (1) the date on which
all shares offered have been sold by the Selling Stockholders and (2) the date
on which all of the remaining shares (in the reasonable opinion of counsel to
the Selling Stockholders) may be immediately sold to the public without
registration and without regard to the amount of shares which may be sold by any
holder at a given time.
We will advise the Selling Stockholders that when they are engaged in a
distribution of the Common Stock covered by this Prospectus, they will be
required to comply with Regulation M under the Securities Exchange Act (as
described in more detail below). We will also advise the Selling Stockholders
that, in connection with any distribution of the Common Stock covered by this
Prospectus, they:
- may not engage in any stabilization activity, except as
permitted under the Securities Exchange Act;
- must furnish copies of this Prospectus to each broker-dealer
through which the Common Stock covered by this Prospectus may
be offered; and
- may not bid for or purchase, or induce any person to purchase,
any of our securities, except as permitted under the
Securities Exchange Act.
Regulation M generally prohibits participants in a distribution from
bidding for or purchasing for an account in which the participant has a
beneficial interest, any of the securities that are the subject of the
distribution. Regulation M also governs bids and purchases made to stabilize the
price of a security in connection with a distribution of that security.
TRANSFER AGENT
The transfer agent for our Common Stock is Continental Stock Transfer &
Trust Company, 2 Broadway, New York, NY 10004.
LEGAL MATTERS
Day, Berry & Howard LLP, 260 Franklin Street, Boston, Massachusetts
02110 reviewed for Shared Technologies Cellular certain legal matters relating
to the Common Stock offered by this Prospectus.
<PAGE> 18
- 14 -
EXPERTS
Our consolidated balance sheets as of December 31, 1997 and December
31, 1996, and the related consolidated statements of operations, cash flows and
stockholders' equity and financial statement schedule for each of the three
years in the period ended December 31, 1997, included in our Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, which is incorporated by
reference in this Prospectus, has been incorporated herein in reliance on the
report of Rothstein, Kass & Company, P.C., independent accountants, on the
authority of that firm as experts in accounting and auditing.
RECENT DEVELOPMENTS
In February, 1999 we entered into an agreement to partner with MCI
WorldCom, Inc. for the retail distribution of our prepaid cellular services
under the MCI WorldCom brand name, which marked a potential significant
expansion in the distribution of our prepaid cellular service. All other
material changes which have occurred in our affairs have been described on an
Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report
on Form 8-K filed by us under the Securities Exchange Act of 1934.
<PAGE> 19
- 15 -
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table shows the expenses payable in connection with the
sale and distribution of the securities being registered, other than
underwriting discounts and commissions. All of the amounts shown are estimates,
except for the SEC registration fee. We do not expect our expenses in connection
with this offering to exceed $31,250.
SEC registration fee..................................... $11,248.58
NASDAQ SmallCap listing fee.............................. $ 7,500.00
Accounting fees and expenses............................. $ 500.00
Legal fees and expenses.................................. $10,000.00
Miscellaneous............................................ $ 2,000.00
----------
Total........................................... $31,248.58
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
enables a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of its directors to the
corporation or its stockholders for breach of the directors' fiduciary duty of
care. Such a provision may not eliminate or limit the liability of a director
(1) for any breach of his or her duty of loyalty to the corporation or its
stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) for paying an unlawful
dividend or approving an illegal stock repurchase (as provided in Section 174 of
the DGCL), or (4) for any transaction from which he or she derived an improper
personal benefit.
Under Section 145 of the DGCL, a corporation has the power to 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 (other than an
action by or in the right of the corporation) by reason of the fact that the
person 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 any other corporation, partnership, joint venture, trust or
other enterprise, against any and all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement and reasonably incurred in
connection with such action, suit or proceeding. The power to indemnify applies
only if the person acted in good faith and in a manner he or she 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 the person's conduct was unlawful.
In the case of an action by or in the right of the corporation, no
indemnification may be made with respect to any claim, issue or matter as to
which such person was found liable to the corporation unless and only to the
extent that the court of chancery or the court in which such
<PAGE> 20
- 16 -
action or suit was brought determines that despite the finding of liability such
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper. Section 145 of the DGCL further provides that to
the extent a director or officer of a corporation has been successful in the
defense of any action, suit or proceeding referred to above or in the defense of
any claim, issue or matter therein, he or she shall be indemnified against
expenses (including attorney's fees) actually and reasonably incurred by him or
her in connection with that defense.
Under Delaware law, a corporation also has the power to purchase and
maintain insurance on behalf of any person covering any liability incurred by
such person in his or her capacity as a director, officer, employee or agent of
the corporation, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against such liability.
Our Restated Certificate of Incorporation provides that none of our
directors will be personally liable to Shared Technologies Cellular or any of
its stockholders for monetary damages arising from the director's breach of
fiduciary duty as a director by virtue of any act or omission. However, this
does not apply with respect to any action in which the director would be liable
under Section 174 of the DGCL, nor does it apply with respect to any liability
in which the director (i) breached his or her duty of loyalty; (ii) did not act
in good faith or, in failing to act, did not act in good faith; (iii) acted in a
manner involving intentional misconduct or a knowing violation of law or, in
failing to act, acted in a manner involving intentional misconduct or a knowing
violation of law; or (iv) derived an improper personal benefit.
Our Restated Certificate of Incorporation also includes the following
language:
If the Delaware General Corporation Law ("GCL") is hereafter
amended to permit further elimination or limitation of the
personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the GCL as so amended.
Article NINTH of our Restated Certificate of Incorporation provides for
indemnification, to the fullest extent permitted by Section 145 of the DGCL, of
any of our directors, officers, employees or agents. Our Restated Certificate of
Incorporation also provides that we will indemnify, to the fullest extent
permitted by Section 145 of the DGCL, any person who acts at our request as a
director, officer, employee or agent of any other business entity.
Reference is made to the full text of our Restated Certificate of
Incorporation, which is incorporated by reference into this Prospectus. We also
maintain a directors, officers and corporate liability insurance policy in the
amount of Five Million Dollars ($5,000,000).
<PAGE> 21
- 17 -
ITEM 11. EXHIBITS
4.1 Certificate of Designation of Series C Convertible Preferred
Stock, filed as Exhibit 4.1 to our Current Report on Form 8-K
dated February 11, 1999, which exhibit is incorporated herein
by reference.
4.2 Securities Purchase Agreement, filed as Exhibit 4.2 to our
Current Report on Form 8-K dated February 11, 1999, which
exhibit is incorporated herein by reference.
4.3 Registration Rights Agreement, filed as Exhibit 4.3 to our
Current Report on Form 8-K dated February 11, 1999, which
exhibit is incorporated herein by reference.
4.4 Restated Certificate of Incorporation of Shared Technologies
Cellular, filed as Exhibit 3.1 to our Registration Statement
on Form SB-2 dated December 8, 1994 and hereby incorporated by
reference.
4.5 Certificates of Amendment of the Restated Certificate of
Incorporation of Shared Technologies Cellular dated January 5,
1995, March 23, 1995, and September 17, 1996, filed as Exhibit
4.2 to our Registration Statement on Form S-3 filed October
28, 1997 and hereby incorporated by reference.
4.6 Restated Bylaws of Shared Technologies Cellular, filed as
Exhibit 3(ii) to our Quarterly Report on Form 10-Q dated May
15, 1998 and hereby incorporated by reference.
4.7 Form of Subscription Agreement dated May 1998 between Shared
Technologies Cellular, Inc. and the Purchasers of the
Convertible Notes, including form of Convertible Note, filed
as Exhibit 4.7 to our Quarterly Report on Form 10-Q dated
August 13, 1998 and hereby incorporated by reference.
5 Opinion of Day, Berry & Howard LLP.
23.1 Consent of Rothstein, Kass & Company, P.C.
23.2 Consent of Day, Berry & Howard LLP (included in Opinion filed
as Exhibit 5).
24 Power of Attorney (included on signature page).
ITEM 17. UNDERTAKINGS.
(a) We hereby undertake:
(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;
<PAGE> 22
- 18 -
(ii) to reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
Prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price sat forth in the "Calculation of Registration
Fee" table in the effective Registration Statement; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (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 we file with or furnish to
the SEC pursuant to Section 13 or 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 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 bone fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) We undertake that, for purposes of determining any liability under
the Securities Act of 1933, each filing of our annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the SEC 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 the payment by Shared Technologies Cellular 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, we will, unless in the opinion of our counsel the
matter has been settled by controlling
<PAGE> 23
- 19 -
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wethersfield, State of Connecticut, on March 8,
1999.
SHARED TECHNOLOGIES CELLULAR, INC.
By: /s/ Anthony D. Autorino
____________________________________
Anthony D. Autorino,
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Anthony D. Autorino and Vincent DiVincenzo, and each of them (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign on his behalf individually and in
each capacity stated below any amendment, including post-effective amendments,
to this Registration Statement under the Securities Act of 1933, as amended, 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 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 said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully 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 date indicated.
Signature Title Date
--------- ----- ----
Chairman, Chief Executive
/s/ Anthony D. Autorino Officer and Director
- --------------------- (Principal Executive March 8, 1999
Anthony D. Autorino Officer)
- ---------------------
Bruce Carswell Director March __, 1999
<PAGE> 25
/s/ Thomas H. Decker Director March 8, 1999
- ---------------------
Thomas H. Decker
/s/ William A. DiBella Director March 8, 1999
- ---------------------
William A. DiBella
Senior Vice President,
Chief Financial Officer,
/s/ Vincent DiVincenzo Treasurer and Director March 8, 1999
- --------------------- (Principal Financial and
Vincent DiVincenzo Accounting Officer)
Director March __, 1999
- ---------------------
Ajit G. Hutheesing
/s/ Nicholas E. Sinacori
- --------------------- Director March 8, 1999
Nicholas E. Sinacori
<PAGE> 1
EXHIBIT 5
[Letterhead of Day, Berry & Howard LLP]
March 5, 1999
Shared Technologies Cellular, Inc.
100 Great Meadow Road
Wethersfield, CT 06109
Re: REGISTRATION STATEMENT ON FORM S-3 OF 4,980,000 SHARES OF COMMON
STOCK OF SHARED TECHNOLOGIES CELLULAR, INC.
Ladies and Gentlemen:
We are furnishing this opinion with a view toward your filing the same
with the Securities and Exchange Commission as an exhibit to the Registration
Statement on Form S-3 under the Securities Act of 1933, as amended, to be filed
by you on or about the date hereof (the "Registration Statement"). The
Registration Statement relates to the proposed offering and sale by the selling
stockholders named in the Registration Statement (the "Selling Stockholders") of
up to 4,980,000 shares of Common Stock, par value $.01 per share, of the Company
(the "Shares") following (a) conversion of the Company's Series C Convertible
Preferred Stock, par value $.01 per share (the "Series C Preferred Stock"); (b)
exercise of certain warrants to purchase shares of Common Stock (the
"Warrants"); or (c) conversion of certain 5% Convertible Notes of the Company
(the "Convertible Notes"), each as described in the Registration Statement.
We have acted as your legal counsel in connection with and have assisted
in the preparation of the Registration Statement. In rendering this opinion, we
have examined the Restated Certificate of Incorporation and the By-Laws of the
Company, each as amended to date, and copies of unanimous written consents of
the Board of Directors of the Company approving the issuance of the Series C
Preferred Stock, the Warrants and the Convertible Notes, and the issuance of the
Shares upon conversion of the Series C Preferred Stock, exercise of the Warrants
and conversion of the Convertible Notes. We have also examined such other
records, documents and matters of law as we have deemed necessary or relevant
for the purposes hereof . We have relied as to certain factual matters upon a
certificate of an officer of the Company, and we have not independently checked
or verified the accuracy of the statements contained therein.
<PAGE> 2
Shared Technologies Cellular, Inc.
March 5, 1999
Page 2
Based on the foregoing and assuming there are no future changes in
existing law, the Restated Certificate of Incorporation or the By-Laws of the
Company affecting the matter, we are of the opinion that the Shares, when issued
to the Selling Stockholders upon (a) conversion of the Series C Preferred Stock,
(b) conversion of the Convertible Notes, or (c) exercise of the Warrants, in
accordance with their respective terms, will be duly authorized, validly issued,
fully paid and non-assessable.
We hereby give our consent to the use of our name wherever it appears in
the above-mentioned Registration Statement on Form S-3 and the related
Prospectus, as the same may hereafter be amended, and to the use of this opinion
as an exhibit to the Registration Statement.
Very truly yours,
/s/ Day, Berry & Howard LLP
DAY, BERRY & HOWARD LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Shared Technologies Cellular, Inc. on Form S-3 of our report dated March 10,
1998, except for Notes 3 and 20, as to which the date is March 31, 1998, on our
audits of the consolidated financial statements and financial statement schedule
of Shared Technologies Cellular, Inc. as of December 31, 1997 and 1996, and for
the years ended December 31, 1997, 1996, and 1995, which report is included in
the Annual Report on Form 10-K of Shared Technologies Cellular, Inc. We also
consent to the reference to our firm under the caption "Experts".
/s/ ROTHSTEIN, KASS & COMPANY, P.C.
ROTHSTEIN, KASS & COMPANY, P.C.
Roseland, New Jersey
March 5, 1999
