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Filed pursuant to Rule 424(b)(1)
Registration No. 333-37269
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
Subject to Completion, dated October 6, 1997
PROSPECTUS
LECROY CORPORATION
95,181 Shares
Common Stock, $.01 Par Value
--------------------
This Prospectus of LeCroy Corporation, a Delaware corporation (the "Company" or
"LeCroy"), relates to up to 95,181 shares (the "shares") of the Company's common
stock, par value $.01 per share (the "Common Stock"), being sold by certain
stockholders of the Company (the "Selling Stockholders") for their own accounts.
See "Selling Stockholders." The Company will not receive any proceeds from the
sale of Shares by the Selling Stockholders. The Common Stock is traded on The
Nasdaq Stock Market's National Market (the "Nasdaq National Market") under the
symbol "LCRY." On October 3, 1997, the last reported sale price of the Common
Stock on the Nasdaq National Market was $42.50 per share.
The Company will pay all of the expenses incident to the registration, offering
and sale of the Shares to the public hereunder (other than commissions, fees and
discounts of underwriters, brokers, dealers and agents), estimated to be
$10,200.
All or a portion of the Shares may be disposed of by the Selling Stockholders
hereunder from time to time in one or a combination of the following
transactions: (a) transactions (which may involve block transactions) on the
Nasdaq National Market, or otherwise, at market prices prevailing at the time of
sale or at prices related to such prevailing market prices; or (b) privately
negotiated transactions at negotiated prices, including underwritten offerings.
The Selling Stockholders may effect such transactions by selling the Shares
directly to purchasers or by selling the shares to or through underwriters,
brokers or dealers, and such underwriters, brokers or dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders or the purchasers of the Shares for whom such underwriters,
brokers or dealers may act as agent, or to whom they sell as principal, or both
(which compensation to a particular underwriter, broker or dealer might be in
excess of customary commissions or be changed from time to time). The Selling
Stockholders and the underwriters, brokers, dealers or agents who participate in
a sale of the Shares may be deemed "underwriters" within the meaning of Section
2(11) of the Securities Act and the commissions paid or discounts allowed to any
of the underwriters, brokers, dealers or agents in addition to any profits
received on resale of the Shares if any of the underwriters, brokers, dealers or
agents should purchase any Shares as a principal may be deemed to be
underwriting discounts or commissions under the Securities Act. See "Plan of
Distribution."
Certain of the underwriters, brokers, dealers or agents may have other business
relationships with the Company and/or its affiliates in the ordinary course.
1
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THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS AND
CAUTIONARY STATEMENT" ON PAGE 4.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
-----------
No dealer, salesperson or other person has been authorized to give any
information or to make any representations not contained in this Prospectus or
any Prospectus Supplement, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. Neither this Prospectus nor any Prospectus Supplement constitutes an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such an
offer in such jurisdiction. Neither the delivery of this Prospectus or any
Prospectus Supplement nor any sale made thereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or thereof.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Underwriting Discounts Proceeds to Selling
Price to Public and Commissions Stockholders
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share (l) (1)(2) (1)(2)
- ------------------------------------------------------------------------------------------------------------------------
Total (1) (1)(2) (1)(2)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Selling Stockholders may from time to time effect the sale of the
Shares at prices and at terms then prevailing or at prices related to the
then-current market price, or in negotiated transactions. Under the
securities laws of certain states, the Shares may be sold in such states
only through registered or licensed brokers or dealers. See "Plan of
Distribution" and "Selling Stockholders."
(2) The Company has agreed to prepare and file this Prospectus and the
related Registration Statement and supplements and amendments thereto
required by the Securities Act with the Securities and Exchange
Commission, and to deliver copies of the Prospectus to the Selling
Stockholders. The expenses incurred in connection with the same,
estimated at $10,200, will be borne by the Company. The Selling
Stockholders and any broker-dealers, agents or underwriters who
participate in a sale of the Shares may be deemed "underwriters" within
the meaning of the Securities Act, and any commissions paid or discounts
allowed to, and any profits received on resale of the Shares by, any of
them may be deemed to be underwriting discounts or commissions under the
Securities Act. See "Plan of Distribution." The Company will not be
responsible for any discounts, concessions, commissions or other
compensation due to any broker or dealer in connection with the sale of
any of the shares offered hereby, which expenses will be borne by the
Selling Stockholders.
IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS (AND SELLING GROUP
MEMBERS) MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK ON
NASDAQ IN ACCORDANCE WITH RULE 103 OF REGULATION M. SEE "PLAN OF DISTRIBUTION."
The date of this Prospectus is __________ , 1997.
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AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
periodic reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information concerning the Company may be inspected and copies may be obtained
(at prescribed rates) at public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the regional offices of the Commission located at Seven World Trade
Center, 13th Floor, New York, New York 10048 and at Northwest Atrium Center, 500
W. Madison Street, Suite 1400, Chicago, Illinois 60661-2511. In addition,
electronically filed documents, including reports, proxy and information
statements and other information regarding the Company, can be obtained from the
Commission's Web site at: http://www.sec.gov. The Company's Common Stock is
listed on the Nasdaq National Market, and reports, proxy statements and other
information concerning the Company can also be inspected at the offices of the
National Association of Securities Dealers, Inc. at 1735 K Street, Washington,
D.C. 20006.
The Company has filed a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act with the Commission with respect to the
Common Stock being offered pursuant to this Prospectus. As permitted by the
rules and regulations of the Commission, this Prospectus omits certain of the
information contained in the Registration Statement. For further information
with respect to the Company and the Common Stock being offered pursuant to this
Prospectus, reference is hereby made to such Registration Statement, including
the exhibits filed as part thereof. Statements contained in this Prospectus
concerning the provisions of certain documents filed with, or incorporated by
reference in, the Registration Statement are not necessarily complete, each such
statement being qualified in all respects by such reference. Copies of all or
any part of the Registration Statement, including the documents incorporated by
reference therein or exhibits thereto, may be obtained upon payment of the
prescribed rates at the offices of the Commission set forth above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There is incorporated herein by reference the Annual Report on Form 10-K of the
Company for the Company's 1997 fiscal year filed with the Commission pursuant to
Section 13(a) of the Exchange Act.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Common Stock shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing such documents. Any statement contained herein or in a document,
all or a portion of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document or portion thereof which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY BENEFICIAL
OWNER, TO WHOM A PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH
PERSON, A COPY OF ANY OR ALL OF THE INFORMATION THAT HAS BEEN INCORPORATED BY
REFERENCE HEREIN (OTHER THAN EXHIBITS TO THE INFORMATION UNLESS SUCH EXHIBITS
ARE INCORPORATED BY REFERENCE INTO THE INFORMATION THAT THE PROSPECTUS
INCORPORATES). SUCH WRITTEN REQUESTS SHOULD BE ADDRESSED TO LeCROY CORPORATION,
ATTENTION: INVESTOR RELATIONS, 700 CHESTNUT RIDGE ROAD, CHESTNUT RIDGE, NEW YORK
10977. TELEPHONE REQUESTS MAY BE DIRECTED TO THE INVESTOR RELATIONS DEPARTMENT
AT (914) 578-6021.
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RISK FACTORS AND CAUTIONARY STATEMENT
An investment in the Shares being offered herein involves a high degree of risk.
Prospective investors should consider carefully the risk factors contained in
the Annual Report on Form 10-K of the Company for the fiscal year ended June 30,
1997 (including without limitation those risks and uncertainties discussed in
the section titled "Other factors which may affect future operations" of the
Company's 1997 Annual Report to Stockholders as incorporated by reference in the
Form 10-K), each of which are incorporated herein by reference, before
purchasing the Shares offered hereby.
The documents incorporated by reference in this Prospectus contain, and
additional statements issued by the Company from time to time in public filings
or press releases or publicly made orally by officers of the Company with
respect to the Company contain or may contain, "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to certain risks and uncertainties, including without
limitation those discussed in the sections referred to above of the Company's
1997 Annual Report to Stockholders. Such forward-looking statements speak only
as of the date on which they are made, and the Company cautions readers not to
place undue reliance on such statements.
THE COMPANY
LeCroy Corporation develops, manufactures and sells signal analyzers,
principally high-performance digital oscilloscopes and related products. Digital
oscilloscopes capture electronic signals, convert them to digital form and
perform sophisticated measurements and analyses. The Company's digital
oscilloscope products are used by design engineers and researchers in a broad
range of industries, including electronics, computers and communications.
The Company's first business objective is to become a leading supplier of
high-performance digital oscilloscopes. The Company's second business objective
is to participate in broader markets by the use, directly and through licensing
and other arrangements with other manufacturers, of the Company's core
acquisition technology in dedicated signal analyzers.
The Company will acquire, through its wholly-owned subsidiary, Preamble
Acquisition Corp., a Delaware corporation ("Preamble Acquisition Corp."),
substantially all of the assets of Preamble Instruments, Inc., an Oregon
corporation ("Preamble") pursuant to the terms of an Asset Purchase Agreement,
dated October 3, 1997. Pursuant to the terms of the Asset Purchase Agreement,
the aggregate purchase price for the assets is $1,818,000, to be paid in the
form of $411,000 in cash and 35,181 shares of the Company's Common Stock. In the
event that on the closing date the market value of the 35,181 shares of Common
Stock is less than $1,407,000 (any such difference, the "Deficiency"), the
Company will pay additional consideration in cash in an amount equal to such
Deficiency. The assets to be acquired include all tangible and intangible assets
of Preamble including fixed assets, inventories, equipment, trade receivables,
products and technology. The liabilities to be assumed by the Company include
Preamble's obligations under it real property lease, certain equipment leases,
certain third-party trade liabilities, and other accrued obligations pertaining
to the acquired assets. The transaction will be accounted for as a purchase. The
acquired assets will be held by Preamble Acquisition Corp. which will change its
name to "Preamble Instruments, Inc." after the closing.
The Company was founded and incorporated in the State of New York in 1964 and
reincorporated in the State of Delaware in 1995. The Company's principal
executive offices are located at 700 Chestnut Ridge Road, Chestnut Ridge, New
York 10977, and its phone number at that location is (914) 425-2000.
4
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SELLING STOCKHOLDERS
The Selling Stockholders will acquire their shares of the Company Common Stock
in a transaction exempt from the registration requirement of the Securities Act,
in connection with an Asset Purchase Agreement, dated as of October 3, 1997,
pursuant to which the Company, through its wholly-owned subsidiary, Preamble
Acquisition Corp., will purchase substantially all of the assets of Preamble, in
exchange for $411,000 in cash (the "Cash Consideration") and 35,181 shares of
the Company's Common Stock (the "Stock Consideration"). The Cash Consideration
will be used by Preamble to pay off certain liabilities. The Stock Consideration
will be distributed to the Selling Stockholders by Preamble immediately after
the closing. Under the terms of the Asset Purchase Agreement, certain of the
Selling Stockholders employed by Preamble Acquisition Corp. after the closing,
will be entitled to receive certain additional amounts based on the achievement
of certain performance criteria ("Earn-out Amounts"). The maximum aggregate
Earn-out Amount is $1,200,000. Any Earn-out Amounts accrued may be paid, at the
option of Preamble Acquisition Corp., either by delivery of cash or cash
equivalents or by delivery of additional shares of Company Common Stock with a
market value equivalent to the value of the Earn-out Amount. Sixty thousand of
the Shares to which this Prospectus relates are shares reserved by the Company
for payment of any Earn-out Amounts which may accrue. Under the terms of the
Asset Purchase Agreement, the Company has agreed to use its best efforts to file
with the Securities and Exchange Commission a registration statement on Form S-3
with respect to the Common Stock comprising the Stock Consideration and an
additional 60,000 shares of Common Stock to be held in reserve by the Parent for
the purpose of paying of any Earn-out Amounts that accrue.
The term Selling Stockholders includes the holders listed below and the
beneficial owners of the Shares and their transferees, pledgees, donees and
other successors.
As of October 6, 1997, except as noted below, the Selling Stockholders held of
record no shares of the Company's outstanding Common Stock. No Selling
Shareholder has within the past three years held any position, office or had any
other material relationship with the Company or its affiliates.
As of October 6, 1997 there were 6,854,003 shares of the Common Stock of the
Company issued and outstanding.
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of October 6, 1997 and as adjusted to reflect
the sale of all of the Common Stock offered hereby by the Selling Stockholders.
<TABLE>
<CAPTION>
Name of Selling Shares Owned Shares to be Owned
Stockholders Prior to Offering Shares Offered (1) After Offering
- -------------------------- ------------------ ------------------ ------------------
<S> <C> <C> <C>
Alfred H. Schamel(2) 0 27,837 0
Timothy W. Ruvo(3) 0 27,837 0
John L. Addis(4) 0 13,916 0
Angus J. McCamant(5) 0 2,621 0
Robert E. Metzler 0 9,516 0
Bruce E. Hofer 0 9,516 0
Karl Evenson 0 3,938 0
</TABLE>
(1) See "Plan of Distribution."
(2) Includes 23,130 shares representing the estimated maximum number of
shares that may be paid to Mr. Schamel in the event the full Earn-out Amount is
earned and paid in shares of Common Stock.
(3) Includes 23,130 shares representing the estimated maximum number of
shares that may be paid to Mr. Ruvo in the event the full Earn-out Amount is
earned and paid in shares of Common Stock.
(4) Includes 11,562 shares representing the estimated maximum number of
shares that may be paid to Mr. Addis in the event the full Earn-out Amount is
earned and paid in shares of Common Stock.
(5) Includes 2,178 shares representing the estimated maximum number of
shares that may be paid to Mr. McCamant in the event the full Earn-out Amount is
earned and paid in shares of Common Stock.
5
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PLAN OF DISTRIBUTION
The sale or distribution of the Shares may be effected directly to purchasers by
the Selling Stockholders as principals or through one or more underwriters,
brokers, dealers or agents from time to time in one or more transactions (which
may involve crosses or block transactions) (i) on any exchange or in the
over-the-counter market, (ii) in transactions otherwise than in the
over-the-counter market or (iii) through the writing of options (whether such
options are listed on an options exchange or otherwise) on, or settlement of
short sales of, the Shares. Any of such transactions may be effected at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at varying prices determined at the time of sale or at negotiated
or fixed prices, in each case as determined by the Selling Stockholders or by
agreement between the Selling Stockholders and underwriters, brokers, dealers or
agents, or purchasers. The Selling Stockholders may effect such transactions by
selling the Shares directly to purchasers or by selling shares to or through
underwriters, brokers or dealers and such underwriters, brokers or dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Stockholders or the purchasers of the Shares for whom such
underwriters, brokers or dealers may act as agent, or to whom they sell as
principal, or both (which compensation to a particular underwriter, broker or
dealer might be in excess of customary commissions or be changed from time to
time). The Selling Stockholders and any underwriters, brokers, dealers or agents
who participate in a sale of the Shares may be deemed "underwriters" within the
meaning of Section 2(11) of the Securities Act and the commissions paid or
discounts allowed to any of such underwriters, brokers, dealers or agents in
addition to any profits received on resale of the Shares if any of such
underwriters, brokers, dealers or agents should purchase any Shares as a
principal may be deemed to be underwriting discounts or commissions under the
Securities Act.
Certain of any such underwriters, dealers, brokers or agents may have other
business relationships with the Company and/or its affiliates in the ordinary
course.
Under the securities laws of certain states, the Shares may be sold in such
states only through registered or licensed brokers or dealers.
The Company will pay all of the expenses incident to the registration, offering
and sale of the Shares to the public hereunder other than commissions, fees and
discounts of underwriters, brokers, dealers and agents. The Company has agreed
to indemnify the Selling Stockholders and their officers, directors and
controlling persons (within the meaning of the Securities Act) against certain
liabilities, including liabilities under the Securities Act. The Company will
not receive any of the proceeds from the sale of any of the Shares by the
Selling Stockholders.
If all or a portion of the Shares are offered through an underwritten offering,
the terms of such underwritten offering, including the initial public offering
price, the names of the underwriters and the compensation, if any, of such
underwriters, will be set forth in an accompanying Prospectus Supplement.
Until the distribution of the Shares is completed, rules of the Commission may
limit the ability of any underwriters and any other person participating in the
distribution of the Shares to bid for and purchase the Common Stock. As an
exception to these rules, underwriters are permitted to engage in certain
transactions that stabilize the price of the Common Stock. Such transactions
consist of bids or purchases for the purpose of pegging, fixing or maintaining
the price of the Common Stock. If any underwriters create a short position in
the Shares in connection with the offering, selling more Shares than are set
forth on the cover page of this Prospectus, the underwriters may reduce that
short position by purchasing shares of Common Stock in the open market.
Purchases of the Common Stock for the purpose of stabilization or to reduce a
short position could cause the price of the Common Stock to be higher than it
might be in the absence of such purchases. In addition, rules of the Commission
may limit the timing of purchases and sales of shares of Common Stock by the
Selling Stockholders and any other such person. All of the foregoing may limit
the marketability of the Shares and the ability of any underwriter, broker,
dealer or agent to engage in market making activities.
6
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CERTAIN LEGAL MATTERS
The validity of the offered Common Stock will be passed upon for the Company by
Bingham Dana LLP, 150 Federal Street, Boston, Massachusetts. Roger D. Feldman, a
partner of Bingham Dana LLP, is an Assistant Secretary of the Company. As of
October 6, 1997, Mr. Feldman held as trustee of certain trusts an aggregate of
119,751 shares of Common Stock. Mr. Feldman disclaims beneficial ownership of
such shares. Brian Keeler, a partner of Bingham Dana LLP, is an Assistant
Secretary of the Company.
EXPERTS
The consolidated financial statements of LeCroy Corporation appearing in
LeCroy's Annual Report (Form 10-K) for the year ended June 30, 1997, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon, included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
7
