As filed with the Securities and Exchange Commission on April 26, 1999
Registration No. 333-70773
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
To
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
RSI SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1767211
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5555 West 78th Street
Suite F
Edina, Minnesota 55439
(612) 896-3020
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Copies to:
Donald C. Lies Robert R. Ribeiro, Esq.
Chief Executive Officer Hinshaw & Culbertson
RSI Systems, Inc. 3300 Piper Jaffray Tower
5555 West 78th Street 222 South Ninth Street
Suite F Minneapolis, Minnesota 55402
Edina, Minnesota 55439 (612) 334-8025
(612) 896-3020
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------------
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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================
Proposed Proposed
Title of Each Amount Maximum Maximum Amount of
Class of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share* Offering Price* Fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 1,439,000 $2.25 $3,237,750 $1,435
========================================================================================================
</TABLE>
* Estimated solely for purposes of computing the registration fee and
based upon the last sales prices for such Common Stock on April 12,
1999, as reported on the Nasdaq Small Cap Market system.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
RSI SYSTEMS, INC.
1,439,000 SHARES
OF
COMMON STOCK
($.01 PAR VALUE)
This prospectus relates to the sale from time to time of 1,439,000
shares of RSI Systems, Inc., a Minnesota corporation, by the shareholders named
in the section called "Selling Shareholders." RSI will not receive any
proceeds from the sale of the Shares.
The common stock is traded in the over-the-counter market and is quoted
on the Nasdaq SmallCap Market System under the symbol "RSIS." On April 12, 1999,
the last reported sale price of the common stock as reported on the Nasdaq
SmallCap Market System was $2.25 per share.
For information concerning certain risks related to this offering, see
"Risk Factors" beginning on page 3 of this prospectus.
The Securities and Exchange Commission and State Regulatory Authorities
have not approved or disapproved these securities, or determined if
this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from
that contained in this prospectus. The selling security holders are offering to
sell, and seeking offers to buy, shares of RSI common stock only in
jurisdictions where offers and sales are permitted. The information contained in
this prospectus is accurate only as of the date of this prospectus, regardless
of the time of delivery of this prospectus or of any sale of the shares.
The date of this Prospectus is April 28, 1999.
<PAGE>
RSI SYSTEMS, INC.
RSI designs, develops, manufactures and markets telecommunications
products for video conferencing. RSI was incorporated under the laws of
Minnesota on December 21, 1993. On July 25, 1995, RSI conducted a public
offering of its common stock.
In July, 1996, RSI brought in a new management team which redesigned
the initial system from one which required a computer to operate into a smaller
system which requires only that it be plugged into an ordinary television. In
addition, the management team accelerated development of a new, portable video
conferencing system -- the Video Flyer(TM).
The Video Flyer system went into full production for worldwide
distribution in July, 1997. The Video Flyer is a self-contained video
conferencing component. The system is available in two models: The Video Flyer
384 and the Video Flyer Rocket. The Video Flyer 384 can communicate
simultaneously over three high volume digital telephone lines to provide a high
quality signal of up to 30 frames per second. The Rocket connects to only a
single high volume digital telephone line and provides business quality video
conferencing of up to 15 frames per second. Both systems are designed to connect
to any size TV, projection system, PC, MAC or laptop (properly configured) and
can support most of the popular industry cameras and recording, playback and
communication devices.
The Video Flyer is manufactured in Minnesota by Altron, Inc., a
facility that has been regionally recognized as a provider of high quality,
component-type assembly products. All product development for the Video Flyer is
performed in-house. A significant number of new features are in development. Our
management believes these will keep the Video Flyer current in the evolving
technological marketplace and continue to enhance its price performance and
value.
RISK FACTORS
You should consider carefully the following risk factors, along with
the other information contained in or incorporated by reference in this
prospectus, in deciding whether to invest in our securities.
<PAGE>
RSI has suffered operating losses since inception. RSI was formed in
December 1993 and has financed its operations to date through sales of its
Common Stock. As of June 30, 1998, RSI had an accumulated deficit of
$(15,042,000). There can be no assurance that RSI will generate sufficient sales
from the Video Flyer System or other products to achieve positive cash flow or
profitable operations.
There is no assurance that RSI's stock will continue to be quoted by
Nasdaq. Nasdaq requires several minimum valuations for member companies to
remain listed. There can be no assurance that RSI will continue to be able to
meet such requirements. If we fail to meet such requirements RSI's common stock
could be delisted from the NASDAQ SmallCap Market. If RSI's common stock is
delisted for failure to meet the NASDAQ listing requirements, the common stock
would be subject to the rules relating to "penny stocks." These rules require
brokers who sell penny stocks to persons other than established customers and
"institutional accredited investors" to complete documentation, make suitability
inquiries of investors and provide investors with information concerning the
risks of trading in the security. These rules may restrict the ability of
brokers to sell RSI's common stock and may affect the ability of purchasers in
this offering to sell RSI common stock in the secondary market.
RSI's success will be dependent on market acceptance of its
videoconferencing product. There can be no assurance that RSI will be able to
obtain sufficient acceptance of its products by individuals and organizations to
achieve profitable operations. RSI's success will depend on its ability to
capitalize on the market opportunity for portable conference room and workgroup
conferencing systems and to successfully market its Video Flyer System. RSI
believes that the market leaders of portable conference room and workgroup
conferencing equipment will be determined during the next several years. To
establish its market presence during this period, RSI must convince a
significant number of business, education and government entities that the Video
Flyer System and other products which may be developed by RSI in the future
offer superior features at a reasonable price as compared to other group-type
conferencing systems which have been or will become available from RSI's
competitors.
The market for videoconferencing equipment is intensely competitive.
RSI's major competitors in the group conferencing market in the United States
include PictureTel, Vtel, Tandberg, Vcon, Polycom and Sony. These and other
companies provide group conferencing systems that provide quality video and
audio signal videoconferencing. In addition, we expect that new competitors will
attempt to enter the market and that existing or new competitors will develop
systems in the future that duplicate or improve on various features of RSI's
system. Many of RSI's competitors are well established, better known, and
significantly larger, with substantially greater technical, manufacturing,
marketing, and financial resources than RSI. The greater resources of many of
our competitors may permit them to respond more rapidly than RSI to changes in
technology. RSI's ability to compete in the market will depend upon a number of
factors including its success in generating market acceptance of the Video Flyer
System and the success of its marketing efforts.
There can be no assurance that RSI's marketing and distribution
strategy will be successful. As of December 31, 1998, we have sold approximately
$11 million of the Video Flyer systems and related components. RSI's marketing
strategy is to focus on larger businesses, schools and governmental entities
which RSI believes will provide the most significant opportunities for sales of
its system. RSI markets its system worldwide direct and through distributors and
dealers. RSI also sells worldwide through equipment manufacturing relationships
with Philips North America and VTEL Corporation. RSI's marketing personnel
<PAGE>
only have limited experience in marketing RSI's product.
There can be no assurance that any future advances or the development
of new or competitive products by others will not render our video conferencing
system less competitive or obsolete. The telecommunications industry is
undergoing rapid and significant technical advances. We expect future technology
to be superior to the technology currently used in our system.
We believe the growth of the videoconferencing market is dependent on
the availability and acceptance of high speed digital telephone service, often
referred to as ISDN. To provide that service to their customers, telephone
companies must replace analog switches with digital switches in their local
offices. In 1994, approximately 75 percent of all telephone circuits in the
United States were capable of providing high speed digital service.
Internationally, approximately 84 percent, 80 percent and 58 percent of
telephone circuits in Europe, Australia and Japan, respectively, are capable of
providing high speed digital service. Although RSI believes high speed digital
service will become more available and less expensive in the United States, RSI
sales of its products would be materially adversely affected if high speed
digital service is not available to, or not accepted by, businesses and
individuals. The Video Flyer also operates on existing telephone lines.
RSI will be materially adversely affected and its ability to continue
in business could be jeopardized if it is not able to achieve positive cash flow
or profitability or if it is not able to obtain any necessary financing on
satisfactory terms. RSI believes that it has sufficient working capital to meet
its needs for the foreseeable future. Nonetheless, RSI's working capital
requirements may vary substantially from those planned depending on numerous
factors, including a failure to generate significant revenues in 1999,
unexpected increases in expenses, and other unplanned events. If RSI is unable
to generate significant revenues from sales, or if despite sufficient sales, RSI
is unable to achieve its targeted margins, it will require additional financing.
In addition, RSI may need additional working capital if it experiences higher
than anticipated expenses. RSI could also require additional capital to finance
future growth or for strategic acquisitions, although no such acquisitions are
currently planned.
Future sales of stock could dilute existing shareholders. Required
additional capital would be sought from a number of sources and could include
sales of additional shares of capital stock or other securities. Any additional
sales of capital stock could be dilutive to investors in this offering.
RSI is highly dependent on its existing key management, technical and
marketing personnel, particularly Donald C. Lies, President and Chief Executive
Officer, and on its ability to attract and retain highly qualified personnel in
the future. There can be no assurance that RSI will be successful in hiring or
retaining qualified personnel. The loss of key personnel or the inability to
hire or retain qualified personnel could have a material adverse effect on RSI.
RSI has entered into confidentiality, non-compete and employment agreements with
Mr. Lies.
<PAGE>
There can be no assurance that RSI's measures to protect its
intellectual property will be successful, that it will be granted any patents in
the future, or that any patents that may be granted will be of value to RSI. RSI
currently relies on patent and trademark protection for the Video Flyer System.
RSI's peripheral videoconferencing system is patented. RSI also claims the
trademark Eris Video Flyer and has registered the trademark under federal
trademark statutes. RSI has also applied for patents for its peripheral
videoconferencing systems in foreign countries. RSI intends to register its
copyrights. RSI could incur substantial legal costs in seeking enforcement of
its intellectual property rights against infringement or the unauthorized use of
its proprietary technology by others. There can be no assurance that RSI will
have sufficient funds to enforce its intellectual property rights.
There can be no assurance that other competitors may not independently
develop the same or similar technology. While RSI believes that it has all
rights necessary to market and sell its system without infringement of
intellectual property rights held by others, RSI has not conducted a formal
infringement search and there can be no assurance that such conflicting rights
do not exist. There can be no assurance that RSI will have sufficient funds to
defend its intellectual property rights.
Holders of a majority of RSI's stock have the power to control
elections of directors. There is no cumulative voting for the election of
directors of RSI. Accordingly, the owners of a majority of RSI's outstanding
voting stock may elect all the directors, if they choose to do so, and the
owners of the remaining shares will not be able to elect any directors. Officers
and directors of RSI currently own approximately 21 percent of the outstanding
shares of common stock.
<PAGE>
The rights of the holders of the common stock will be subject to, and
may be adversely affected by, the rights of the holders of any undesignated
shares that may be issued in the future. The Board of Directors is authorized to
issue up to 5,000,000 undesignated shares and to fix the rights, preferences,
privileges and restrictions, including voting rights of those shares without any
further vote or action by RSI's shareholders. Although there is no current
intention to do so, the issuance of such shares by RSI could deprive RSI's
shareholders of opportunities to sell their shares of the common stock at a
premium.
RSI could adopt in the future one or more additional anti-takeover
measures, such as a shareholder rights plan, without first seeking shareholder
approval. Those measures could also make a change in control of RSI more
difficult. RSI is also subject to provisions of the Minnesota Business
Combination Act and the Minnesota Control Share Acquisition Act that make
business combinations more difficult.
RSI has never paid or declared any cash dividends on its common stock
and does not intend to pay dividends on its common stock in the foreseeable
future. Therefore RSI's common stock is not a suitable investment for someone
seeking current dividend income.
RSI's restated articles of incorporation and Bylaws provide for
indemnification of directors to the full extent permitted by the Minnesota
Business Corporation Act and to the extent permitted by such law, eliminate or
limit the personal liability of directors to RSI and its shareholders of
monetary damages for breaches of fiduciary duty. These provisions could require
payment to directors by RSI or preclude payments of damages by directors to RSI
or shareholders.
FORWARD-LOOKING INFORMATION
Statements made in this prospectus or in the documents incorporated by
reference herein that are not statements of historical fact are forward-looking
statements within the meaning of federal securities laws. A number of risks and
uncertainties, including those discussed under the caption "Risk Factors" above
could affect forward-looking statements and could cause actual results to differ
materially from the statements made.
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth certain information as to the maximum
number of shares that may be sold by each of the selling shareholders pursuant
to this prospectus. The table assumes all shares being registered in this
offering will be sold. However, to RSI's knowledge, the holders of such
securities have no commitment to anyone to sell all or part of the securities
being registered.
<TABLE>
<CAPTION>
PERCENT OF SHARES
NUMBER OF COMMON STOCK ISSUABLE
SHARES TO BE OWNED AFTER UPON EXERCISE
NUMBER OF SHARES NUMBER OF SHARES OWNED AFTER THE COMPLETION OF OPTIONS OR
NAME OWNED PRIOR TO OFFERING OFFERED HEREBY OFFERING OF OFFERING WARRANTS
- ---- ----------------------- ---------------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Byron G. Shaffer 364,000 155,000 209,000 3.1% 32,500
Richard F. Craven
RSI Director 953,000 813,000 140,000 2.1% 141,500
Gregory D. Craven 55,000 36,000 19,000 * 31,000
Gretchen M. Craven 25,500 5,000 20,500 * --
Todd R. Craven 15,000 5,000 10,000 * --
Donald C. Lies
President, Chairman
and CEO of RSI 663,325 335,000 328,325 4.7% 310,000
Marti Miller
Vice President -
Engineering of RSI 120,000 20,000 100,000 1.5% 20,000
James Hanzlik
Chief Financial
Officer of RSI 100,000 20,000 80,000 1.2% 20,000
Doug Clapp 50,000 50,000 0 * 50,000
--------- --------- -------
2,345,825 1,439,000 906,825
</TABLE>
- -----------------------
* Less than 1 percent.
<PAGE>
PLAN OF DISTRIBUTION
The shares will be offered and sold by the selling shareholders for
their own accounts. RSI will not receive any proceeds from the sale of
the shares pursuant to this prospectus. RSI will pay the expenses of
registration of the shares, including legal and accounting fees.
The selling shareholders may offer and sell the shares from time to
time in transactions on the over-the-counter market, in brokerage transactions
at prevailing market prices or in transactions at negotiated prices. Sales may
be made to or through brokers or dealers who may receive compensation in the
form of discounts, concessions or commissions from the selling shareholders or
the purchasers of shares. As of the date of this prospectus, RSI is not aware of
any agreement, arrangement or understanding between any broker or dealer and the
selling shareholders.
The selling shareholders and any brokers or dealers acting in
connection with the sale of the shares may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any commissions received
by them and any profit realized by them on the resale of shares as principals
may be deemed underwriting compensation under the Securities Act.
EXPERTS
The consolidated financial statements contained in RSI's Annual Report
on Form 10-KSB incorporated by reference in this prospectus have been audited by
KPMG Peat Marwick LLP, independent certified public accountants, as indicated in
their report with respect to the financial statements, and incorporated in this
prospectus by reference in reliance upon the authority of KPMG Peat Marwick LLP
as experts in accounting and auditing in giving the report.
LEGAL MATTERS
The validity of the shares offered hereby has been passed upon for RSI
by Hinshaw & Culbertson, 222 South Ninth Street, Minneapolis, Minnesota 55402.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements, and
other documents with the Securities and Exchange Commission. You may read and
copy any document we file at the public reference room at Judiciary Plaza
Building, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You should
call 1-800-SEC-0330 for more information on the public reference room. The
Securities and Exchange Commission maintains an internet site at
http://wwe.sec.gov where information regarding issuers (including RSI) may be
found.
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission (Registration No. 333-70773). The
registration statement contains more information than this prospectus regarding
RSI and its common stock, including exhibits and schedules. You can get a copy
of the registration statement at the address listed above or from the internet
site.
The Securities and Exchange Commission allows us to "incorporate" into
this prospectus information we file with the Securities and Exchange Commission
in other documents. This means that we can disclose important information to you
by referring to other documents that contain that information. The information
may include documents filed after the date of this prospectus which update and
supersede the information you read in this prospectus. We incorporate by
reference the documents listed below, except to the extent information in those
documents is different from the information contained in this prospectus, and
all future documents filed under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 until we terminate the offering of these shares.
* Annual Report on Form 10-KSB for the Year ended June 30, 1998
* Quarterly Reports on Form 10-QSB for the Quarters ended December 31, 1998
and September 30, 1998
* Registration Statement on Form 8-A describing the common stock.
You may request a copy of these documents, at no cost, by writing to:
RSI Systems, Inc.
5555 W. 78th Street
Suite F
Edina, MN 55439
Phone - (612) 896-3020
Fax - (612) 896-3030
<PAGE>
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. RSI has not authorized
anyone else to provide you with different information. RSI is not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
--------------------
TABLE OF CONTENTS
Page
----
RSI SYSTEMS, INC.......................................................... 3
RISK FACTORS.............................................................. 3
SELLING SHAREHOLDERS...................................................... 12
PLAN OF DISTRIBUTION...................................................... 13
EXPERTS ................................................................. 14
LEGAL MATTERS............................................................. 14
WHERE YOU CAN FIND MORE INFORMATION....................................... 14
1,439,000 Shares
RSI SYSTEMS, INC.
Common Stock
--------------
PROSPECTUS
--------------
April 28, 1999
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee $ 1,434
Accounting Fees and Expenses 2,000
Legal Fees and Expenses 5,000
Miscellaneous 1,000
-------
Total $ 9,434
All fees and expenses other than the SEC registration fee are
estimated. The expenses listed above will be paid by RSI.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of such person against
judgments, penalties, fines (including, without limitation, excise taxes
assessed against such person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan; (2) acted in good faith; (3) received no
improper personal benefit and Section 302A.255 (with respect to director
conflicts of interest), if applicable, has been satisfied; (4) in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and (5) reasonably believed that the conduct was in the best interests
of the corporation in the case of acts or omissions in such person's official
capacity for the corporation or reasonably believed that the conduct was not
opposed to the best interests of the corporation in the case of acts or
omissions in such person's official capacity for other affiliated organizations.
The Restated Articles of Incorporation and Bylaws of RSI provides that RSI shall
indemnify officers and directors to the extent permitted by Section 302A.521 as
now enacted or hereafter amended.
RSI also maintains an insurance policy or policies to assist in funding
indemnification of directors and officers for certain liabilities.
ITEM 16. LIST OF EXHIBITS
5 Opinion of Hinshaw & Culbertson regarding legality.
23.1 Consent of independent auditors.
23.2 Consent of Hinshaw & Culbertson (included in Exhibit 5 to this
Registration Statement).
24 Power of Attorney.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof which,
individually or in the aggregate, represent a fundamental
change to such information 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 Commission pursuant to Rule 424(b)
under the Securities Act if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change in the
information set forth in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and 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 of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.
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 liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has caused this Amendment No. 3 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Minneapolis, State of Minnesota, on April 23, 1999.
RSI SYSTEMS, INC.
By /s/ Donald C. Lies
-----------------------------------------------
Donald C. Lies
Chief Executive Officer, President and Chairman
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.
By /s/ Donald C. Lies
---------------------------------------------- Dated: April 23, 1999
Donald C. Lies
Chief Executive Officer, President and Director
(principal executive officer) (principal financial officer)
(principal accounting officer)
By *
---------------------------------------------
Richard F. Craven Dated: April 23, 1999
Director
By *
---------------------------------------------
David W. Stassen Dated: April 23, 1999
Director
By *
---------------------------------------------
Manfred D. Haiderer Dated: April 23, 1999
Director
* By /s/ Donald C. Lies
-------------------------------------------
Donald C. Lies Dated: April 23, 1999
As Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
5* Opinion of Hinshaw & Culbertson regarding legality .........
23.1 Consent of Independent Auditors ............................
24* Power of Attorney ..........................................
- --------------------
* Previously Filed
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
RSI Systems, Inc.:
We consent to the use of our report incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
April 23, 1999
