FILED PURSUANT TO RULE 424(B)(4) OF THE SECURITIES ACT OF 1933
REGISTRATION NO. 333-88239
PROSPECTUS
LECROY CORPORATION
COMMON STOCK
750,000 SHARES
Selling stockholders identified in this prospectus may sell up to 750,000
shares of common stock of LeCroy Corporation. LeCroy will not receive any of
the proceeds from the sale of shares by the selling stockholders. LeCroy's
common stock is listed on the Nasdaq National Market under the symbol "LCRY."
On October 7, 1999, the closing sale price of the common stock, as reported on
the Nasdaq National Market, was $14 per share.
INVESTING IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS," BEGINNING ON PAGE 3.
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 described in this
prospectus in public or private transactions, on or off the National Market
System of the Nasdaq Stock Market, at prevailing market prices, or at privately
negotiated prices. The selling stockholders may sell shares directly to
purchasers or through brokers or dealers. Brokers or dealers may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholders. More information is provided in the section titled "Plan
of Distribution."
We will not receive any of the proceeds from the sale of the shares by the
selling stockholders. We will, however, pay substantially all expenses related
to the registration of the shares.
The date of this prospectus is October 7, 1999
<PAGE>
WHERE YOU CAN GET MORE INFORMATION
We are a reporting company and file annual, quarterly and current reports,
proxy statements and other information with the SEC. You may read and copy
these reports, proxy statements and other information at the SEC's public
reference rooms in Washington, DC, New York, New York and Chicago, Illinois.
You can request copies of these documents by writing to the SEC and paying a
fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more
information about the operation of the public reference rooms. Our SEC filings
are also available at the SEC's Web site at "http://www.sec.gov". In addition,
you can read and copy our SEC filings at the office of the National Association
of Securities Dealers, Inc. at 1735 K Street, Washington, DC 20006.
The SEC allows us to "incorporate by reference" information that we file with
them, which means that we can disclose important information to you by
referring you to those other 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 we
will make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934:
[] Annual Report on Form 10-K for the year ended June 30, 1999.
[] The description of the common stock contained in our Registration
Statement on Form 8-A filed with the SEC under the Securities Exchange
Act of 1934.
You may request a copy of any and all of these filings and documents at no
cost, by writing or telephoning us at the following address:
LeCroy Corporation
Attention: Investor Relations
700 Chestnut Ridge Road
Chestnut Ridge, New York 10977
(914) 578-6021
This prospectus is part of a Registration Statement on Form S-3 we filed with
the SEC to register shares of our common stock. You should rely only on the
information incorporated by reference or provided in this prospectus. No one
else is authorized to provide you with different information. We are 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 is accurate as of any
date other than the date on the front of this document.
THE COMPANY
LeCroy Corporation develops, manufactures, sells and licenses signal analyzers,
principally highperformance digital oscilloscope, LAN (Local Area Networks)/WAN
(Wide Area Networks) instruments and related products. LeCroy was founded and
incorporated in the State of New York in 1964 and reincorporated in the State
of Delaware in 1995. All references to "LeCroy," "we" or "us" are to LeCroy
Corporation and include its subsidiaries, unless the context requires
otherwise. Our principal executive offices are located at 700 Chestnut Ridge
Road, Chestnut Ridge, New York 10977. Our phone number at that location is
(914) 4252000.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements based on our current
expectations, assumptions, estimates and projections about LeCroy and our
industry that involves risks and uncertainties. Our results, performance and
achievements may be materially different from those expressed or implied by the
forward-looking statements. We undertake no obligation to update publicly any
forward-looking statements for any reason, even if new information becomes
available or other events occur in the future.
<PAGE>
RISK FACTORS
YOU SHOULD CONSIDER CAREFULLY THE RISKS DESCRIBED BELOW BEFORE YOU DECIDE TO
BUY OUR COMMON STOCK. THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE
ONLY ONES FACING US. ADDITIONAL RISKS AND UNCERTAINTIES THAT WE DO NOT
PRESENTLY KNOW ABOUT OR THAT WE CURRENTLY BELIEVE ARE IMMATERIAL MAY ALSO
ADVERSELY IMPACT OUR BUSINESS. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR,
OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS WOULD LIKELY
SUFFER. IN SUCH CASE, THE TRADING PRICE OF OUR COMMON STOCK COULD FALL, AND YOU
MAY LOSE ALL OR PART OF THE MONEY YOU PAID TO BUY OUR COMMON STOCK.
COMPETITION COULD REDUCE OUR MARKET SHARE AND HARM OUR BUSINESS
The market for signal analyzers such as our digital oscilloscopes is highly
competitive. Our principal competitors in this market are Tektronix, Inc. and
Hewlett Packard Company. Some of our principal competitors have substantially
greater sales and marketing, development and financial resources than we do. We
believe that each of these companies offers a wide range of products that
attempt to address most segments of the digital oscilloscope market.
LeCroy believes that the principal factors of competition in the signal
analyzer market are:
o a product's performance (bandwidth, sample rate, record length and
processing power)
o a product's price and quality
o the vendor's name recognition
o reputation
o product availability
o availability and quality of post-sale support
If any of our competitors surpass us or are perceived to have surpassed us with
respect to one or more of these factors, we may lose potential customers. Our
success will depend in part on our ability to maintain and develop the advanced
technology used in our signal analyzer products, as well as our ability to
offer high-performance products at a favorable price-to-performance ratio.
LeCroy believes that it currently competes effectively with respect to each of
the principal bases of competition in the signal analyzer market in the general
price range ($5,000 to $36,000) in which our digital oscilloscopes are focused.
Although there can be no assurance, we believe that we will continue to
complete effectively.
We also participate in the communication test market. Our products are focused
on data communications applications, primarily LAN network analysis. Our
expertise in signal shape analysis has enabled us to develop the LAN analyzer
product called NEWSLine(TM), which identifies problems in critical networks
that could not be discovered with conventional networking tools. NEWSLine
functions as a diagnostic tool capable of pinpointing the root cause of network
disruptions, while the network is online. Our competitors may develop products
similar to ours or use our products as models for developing their own, which
could materially and adversely affect our business, results of operations and
financial condition.
OUR OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY
We may experience significant fluctuations in our annual and quarterly
operating results due to factors such as:
o timing of new product introductions by LeCroy and our competitors
o market acceptance of new or enhanced versions of our products
<PAGE>
o changes in the product mix of sales
o changes in the relative proportions of sales in currencies other than
the United States dollar
o changes in the relative proportions of sales among distribution
channels
o changes in manufacturing costs or other expenses
o competitive pricing pressures
o changes in our annual license fee revenues
o the gain or loss of significant customers or distribution channels
o increased research and development expenses
o general economic conditions
Consequently, there can be no assurance that our revenues will continue to
increase or that we will be profitable. Additionally, it is possible that in
some future periods, our results of operations, including gross margins, will
be below the expectations of public market analysts and investors. This may
materially and adversely affect our common stock.
IF WE DO NOT SUCCESSFULLY MANAGE OUR INTERNATIONAL OPERATIONS, OUR BUSINESS
WILL SUFFER
We purchase parts, components and sub-assemblies from suppliers around the
world in a variety of currencies. We also sell products around the world in a
variety of currencies. As a result, we are exposed to risks from:
o fluctuations in foreign currency exchange rates
o unexpected changes in government policies and legal and regulatory
requirements
o imposition of tariffs and export controls
o financial instability affecting Asian markets
o transportation delays
o political instability
o general economic conditions
The relationship among the United States dollar, Swiss franc and Japanese yen,
and, to a lesser extent, the German deutschemark, British pound, French franc
and Italian lira, is a key factor in the relative fluctuations in exchange
rates. Our local currency revenues, if any, do not generally offset local
currency expenses resulting from manufacturing and the worldwide sourcing of
parts, components and sub-assemblies. Additionally, fluctuations in exchange
rates could affect the demand for our products.
We mitigate our exposure to foreign currency exchange rate fluctuations, to
some degree, by borrowing under our multicurrency revolving credit facility in
circumstances in which we are exposed to significant local currency
receivables. We do not attempt to reduce our foreign currency exchange risks by
entering into other foreign currency management programs or hedging
transactions and have no plans to do so in the near future. As a consequence,
there can be no assurance that our results of operations will not be adversely
effected by fluctuations in foreign currency exchange rates in the future, as a
result of mismatches between local currency revenues and expenses, the
translation of foreign currencies into the United States dollar, our financial
reporting currency, or otherwise.
<PAGE>
WE RELY ON SEVERAL SINGLE-SOURCE SUPPLIERS
We obtain certain parts, components and sub-assemblies from single sources.
This is particularly true with respect to several key integrated circuits made
by single-source suppliers (Motorola, Philips, TRW and LSI Logic). Alternative
sources of supply for integrated circuits would be particularly difficult to
develop over a short period of time. An interruption in supply or an increase
in price for our parts, components and sub-assemblies would have a material
adverse affect on our business, results of operations and financial condition.
WE NEED TO MANAGE OUR GROWTH EFFECTIVELY OR WE MAY NOT SUCCEED
Our ability to continue our recent growth and to successfully manage future
growth will depend on a number of factors, such as:
o improving our operational, financial and management information systems
o integrating new products into our product line
o training, motivating and managing our employees
o attracting and retaining senior managers
Our failure to effectively manage any future growth could materially and
adversely affect our business, results of operations and financial condition.
Additionally, if we are unable to leverage our core competence into new
high-growth markets, our business, results of operations and financial
condition could be materially and adversely affected.
WE DEPEND ON OUR KEY PERSONNEL AND QUALIFIED FUTURE HIRES TO IMPLEMENT OUR
EXPANSION STRATEGY
Our success depends on the efforts and abilities of our senior management and
key employees in the sales, marketing, research and development and
manufacturing areas. Many of these employees would be difficult to replace. We
do not have employment contracts with most of our key personnel. If we cannot
retain existing key managers and employ additional qualified senior employees,
our business, financial condition and results of operations could be materially
and adversely affected. Future expansion of our operations will require us to
attract, train and retain substantial numbers of new personnel. We may
experience labor disputes or union organization attempts. These factors could
increase our operating expenses. If we are unable to recruit or retain a
sufficient number of qualified employees or the costs of compensation or
employee benefits increase substantially, our business, financial condition and
results of operations could be materially and adversely affected.
WE DEPEND ON HIGH-PERFORMANCE PRODUCTS
We are primarily engaged in the development, manufacture and sale of high-end
digital oscilloscopes. We derive a substantial portion of our revenues from
sales of our principal product families of digital oscilloscopes, the LC series
and the Waverunner(TM) series. Sales of models in the LC series and Waverunner
series accounted for 39% and 55% of our total revenues in fiscal years ended
June 30, 1998 and 1999, respectively. The LC series and the Waverunner series
are expected to continue to account for a substantial portion of our total
revenues. A reduction in demand for these products, whether due to the
introduction of competing products or otherwise, would have a material adverse
effect on our business, results of operations and financial condition.
We are also engaged in the development, manufacture and sale of embedded signal
analyzers and network test products. Sales of models of our embedded signal
analyzers and network test products accounted for 7% and 10% of our total
revenues in fiscal years ended June 30, 1998 and 1999, respectively. Embedded
signal analyzers and network test products are expected to account for an
increasing portion of our revenues in the future. A reduction in demand for
these products, whether due to the introduction of competing products or
otherwise, would have a material adverse effect on our business, results of
operations and financial condition.
<PAGE>
WE MAY NOT BE ABLE TO PROTECT OUR INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
LeCroy's success substantially depends upon our technology and products. We
rely on patent and trade secret laws to protect our proprietary rights. Despite
our efforts to protect our proprietary rights, unauthorized parties may attempt
to copy aspects of our products or obtain and use information that we regard as
proprietary. Policing unauthorized use of our proprietary rights is difficult.
In addition, litigation may be necessary in the future to enforce our
intellectual property rights, to protect our trade secrets or to determine the
validity and scope of the proprietary rights of others. Litigation might result
in substantial costs and diversion of resources and management attention. Any
infringement or misappropriation of our proprietary rights and the related
costs of enforcing those rights could have a material adverse effect on our
business.
WE MAY INFRINGE UPON OTHER PARTIES' PROPRIETARY RIGHTS
Our business activities may infringe upon the proprietary rights of others, who
may assert infringement claims against us. Such claims and any resultant
litigation could subject us to significant liability for damages, might result
in invalidation of our proprietary rights and, even if not meritorious, could
result in substantial costs and diversion of resources and management
attention.
WE COULD BE AFFECTED BY GOVERNMENT REGULATION AND OTHER LEGAL UNCERTAINTIES
We manufacture our products in the United States, and sell our products and
purchase parts, components and sub-assemblies in a number of countries. We are
therefore subject to legal and regulatory requirements, particularly the
imposition of tariffs, customs and export controls, in a variety of countries.
In addition, the export of digital oscilloscopes from the United States is
subject to regulation under the Treaty for Nuclear Non-Proliferation.
Our subsidiary, Digitech Industries, Inc., has been involved in environmental
remediation activities. We do not expect that the ultimate resolution of this
environmental matter will have a material adverse effect on our results of
future operations, financial position or competitive position.
WE ARE PARTY TO A LICENSE AGREEMENT THAT REQUIRES ROYALTY PAYMENTS
In February 1994, we settled litigation with Tektronix, Inc. involving
allegations that our digital oscilloscope products infringed patents held by
Tektronix. As part of the settlement, we entered into a license agreement with
respect to such patents. Pursuant to the license agreement, we made an initial
payment of approximately $1.5 million. In addition, we are required to make
future royalty payments in a minimum aggregate amount of $3.5 million over ten
years ending June 30, 2004. We may be required to make up to an additional $3.5
million in contingent royalty payments depending on sales of certain of our
products in certain territories over the life of the patents. The total royalty
payments made to Tektronix through June 30, 1999 were $6.3 million.
The settlement agreement with Tektronix provides that Tektronix may terminate
the license in the event that:
o LeCroy acquires 20% or more of the stock of, or a controlling interest
in, any of a number of specified companies participating in the
oscilloscope market or any of their respective affiliates
o any of the specified companies or their affiliates acquires 20% or more
of the stock of, or a controlling interest in, LeCroy or an affiliate
of ours
o we attempt to transfer the Tektronix license to one of the specified
companies
These provisions could preclude us from investing in or acquiring such
companies. These provisions could also discourage companies or other third
parties from attempting to acquire control of LeCroy or limit the price that
such parties might be willing to pay for our common stock. In addition, the
terms of the license agreement could limit the price that investors might be
willing to pay in the future for our common stock.
<PAGE>
WE HAVE ADOPTED ANTI-TAKEOVER PROVISIONS THAT COULD AFFECT THE MARKET PRICE OF
OUR STOCK OR OUR ABILITY TO SELL OUR BUSINESS
Our certificate of incorporation, by-laws and stockholders rights plan, as well
as the provisions of the Tektronix settlement described above, contain
anti-takeover provisions that could make it difficult for a third party to
acquire control of us. These provisions include:
o we can issue preferred stock with rights senior to those of common
stock without any further vote or action by the stockholders
o our board of directors can eliminate the right of stockholders to act
by written consent
o our board of directors can impose various procedural and other
requirements that could make it more difficult for stockholders to
effect certain corporate actions
These provisions could limit the price that investors might be willing to pay
in the future for our common stock. These provisions could also have the effect
of delaying or preventing a change in control of LeCroy. The issuance of
preferred stock could decrease the amount of earnings and assets available for
distribution to the holders of common stock. The issuance of preferred stock
could also adversely affect the rights and powers, including voting rights, of
the holders of common stock. In certain circumstances, the issuance of
preferred stock could decrease the market price of our common stock.
OUR STOCK PRICE MAY BE VOLATILE IN THE FUTURE
Since the completion of our initial public offering in October 1995, the market
price of our common stock has fluctuated significantly. The stock price could
fluctuate in the future due to a number of factors, some of which are beyond
our control. These factors include:
o announcements of developments related to our business
o announcements of technological innovations or new products or
enhancements by LeCroy or our competitors
o sales by competitors, including sales to our customers
o sales of common stock into the public market, including by members of
management
o developments in our relationship with our customers, partners,
distributors and suppliers
o shortfalls or changes in revenue, gross margins, earnings or losses, or
other financial results from analysts' expectations
o regulatory developments
o fluctuations in results of operations
o trends in the seasonality of our sales
o general conditions in our market or the markets served by our customers
In addition, in recent years the stock market in general and the market for
shares of technology stocks in particular have experienced extreme price
fluctuations, which have often been unrelated to the operating performance of
the affected companies. There can be no assurance that the market price of our
common stock will not decline substantially, or otherwise continue to
experience significant fluctuations in the future, including fluctuations that
are unrelated to our operating performance.
<PAGE>
WE HAVE NOT DECLARED ANY DIVIDENDS
We have never declared or paid cash dividends on our common stock. We intend to
retain all available funds for use in the operation and expansion of the
business. We therefore do not intend to declare or pay any cash dividends in
the foreseeable future.
SELLING STOCKHOLDERS
The name of each selling stockholder and the aggregate number of shares that
each selling stockholder may sell are set forth in the table below. We issued
and sold to the selling stockholders on June 30, 1999 a total of 500,000 shares
of Series A Convertible Redeemable Preferred Stock, for an aggregate purchase
price of $10,000,000, and warrants to purchase an aggregate of 250,000 shares
of common stock, for an aggregate purchase price of $0.01. The transaction was
exempt from the registration requirement of the Securities Act of 1933, as
amended, in reliance on Section 4(2) of the Securities Act. All of the selling
stockholders are accredited investors, as that term is defined under Regulation
D of the Securities Act.
The selling stockholders may elect to convert the Series A Preferred Stock into
an equal number of shares of common stock at any time at their option.
Additionally, under circumstances specified in our Certificate of
Incorporation, the Series A Preferred Stock is automatically convertible into
an equal number of shares of common stock. The selling stockholders may
exercise the warrants, at an exercise price of $20 per share of common stock,
at any time until June 30, 2006. The 750,000 shares of common stock offered
through this prospectus is the common stock issuable by us upon conversion of
the Series A Preferred Stock and the exercise of the warrants.
As of October 1, 1999, the selling stockholders, with the exception of the
shares covered by this prospectus, held of record no shares of our outstanding
common stock. No selling shareholder has within the past three years held any
position, office or had any other material relationship with LeCroy or its
affiliates, except that Douglas A. Kingsley, Vice President of Advent
International, was a director of LeCroy from 1995 until October 1998 and, as
part of the financing described above, was re-elected to our board of
directors.
As of October 1, 1999, 7,713,994 shares of common stock were issued and
outstanding.
The following table sets forth certain information regarding the selling
stockholders' beneficial ownership of common stock as of October 1, 1999 and as
adjusted to reflect the sale of all of the common stock offered by the selling
stockholders:
<TABLE>
<CAPTION>
<S> <C> <C>
Name of Selling Shares Owned Shares to be Owned
Stockholders Prior to Offering (1) Shares Offered (2) After Offering
Advent Global GECC III Limited 525,000 525,000 0
Partnership
EnviroTech Investment Fund I 106,875 106,875 0
Limited Partnership
Adwest Limited Partnership 30,000 30,000 0
Oakstone Ventures Limited 75,000 75,000 0
Partnership
Advent Partners Limited 13,125 13,125 0
Partnership ------ ------
750,000 750,000
</TABLE>
(1) Assuming the conversion of all Series A Preferred Stock and the
exercise of all warrants.
(2) See "Plan of Distribution."
<PAGE>
USE OF PROCEEDS
LeCroy allocated the proceeds from the issuance of the Series A Preferred Stock
and warrants for general working capital purposes. LeCroy will not receive any
of the proceeds from the sale of shares by the selling stockholders.
PLAN OF DISTRIBUTION
The shares of common stock may be sold from time to time by the selling
stockholders in one or more transactions at fixed prices, at market prices at
the time of sale, at varying prices determined at the time of sale or at
negotiated prices. The selling stockholders may offer their shares of common
stock in one or more of the following transactions:
[] on any national securities exchange or quotation service on which the
common stock may be listed or quoted at the time of sale, including the
Nasdaq National Stock Market;
[] in the over-the-counter market;
[] in private transactions;
[] through options;
[] by pledge to secure debts and other obligations; or
[] a combination of any of the above transactions.
If required, we will distribute a supplement to this prospectus to describe
material changes in the terms of the offering.
The shares of common stock described in this prospectus may be sold from time
to time directly by the selling stockholders. Alternatively, the selling
stockholders may from time to time offer shares of common stock to or through
underwriters, broker/dealers or agents. The selling stockholders and any
underwriters, broker/dealers or agents that participate in the distribution of
the shares of common stock may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933. Any profits on the resale of shares of
common stock and any compensation received by any underwriter, broker/dealer or
agent may be deemed to be underwriting discounts and commissions under the
Securities Act of 1933.
To comply with the securities laws of certain jurisdictions, the common stock
must be offered or sold only through registered or licensed brokers or dealers.
In addition, in certain jurisdictions, the common stock may not be offered or
sold unless they have been registered or qualified for sale or an exemption is
available and complied with.
Under the Securities Exchange Act of 1934, any person engaged in a distribution
of the common stock may not simultaneously engage in market-making activities
with respect to the common stock for nine business days prior to the start of
the distribution. In addition, each selling stockholder and any other person
participating in a distribution will be subject to the Securities Exchange Act
of 1934, which may limit the timing of purchases and sales of common stock by
the selling stockholders or any such other person. These factors may affect the
marketability of the common stock and the ability of brokers or dealers to
engage in market-making activities.
All expenses of this registration will be paid by LeCroy. These expenses
include the SEC's filing fees and fees under state securities or "blue sky"
laws. The selling stockholders will pay all underwriting discounts and selling
commissions, if any.
<PAGE>
CERTAIN LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon for us by
Bingham Dana LLP, 150 Federal Street, Boston, Massachusetts. Roger D. Feldman,
a partner of Bingham Dana LLP, is an Assistant Secretary of LeCroy. As of
October 1, 1999, Mr. Feldman held as trustee of certain trusts an aggregate of
78,989 shares of common stock. Mr. Feldman disclaims beneficial ownership of
these shares. Brian Keeler, a partner of Bingham Dana LLP, is also an Assistant
Secretary.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements (and schedule) included in our Annual Report on Form 10-K
for the year ended June 30, 1999, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements (and schedule) are incorporated by
reference in reliance upon Ernst & Young LLP's report, given on their authority
as experts in accounting and auditing.
<PAGE>
======================================= ==================================
750,000 SHARES
We have not authorized any dealer,
salesperson or other person to give
any information or to make any
representations not contained in this
prospectus or any prospectus supplement.
You must not rely on any unauthorized LECROY CORPORATION
information. This prospectus is not an
offer of these securities in any state COMMON STOCK
where an offer is not permitted. The
information in this prospectus is
current as of October 7, 1999. You
should not assume that this prospectus
is accurate as of any other date. -------------------
PROSPECTUS
October 7, 1999
-------------------
TABLE OF CONTENTS
Page
Where You Can Get More
Information........... 2
The Company............. 2
Forward-looking Statements 2
Risk Factors............ 3
Selling Stockholders.... 8
Use of Proceeds......... 9
Plan of Distribution.... 9
Certain Legal Matters... 10
Experts................. 10
