As filed with the Securities and Exchange Commission on September 22, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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LECROY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-2507777
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 CHESTNUT RIDGE ROAD, CHESTNUT RIDGE, NEW YORK 10977 (845) 425-2000
(Address and telephone number of registrant's principal executive offices)
LUTZ P. HENCKELS, PRESIDENT AND CHIEF EXECUTIVE OFFICER
LECROY CORPORATION
700 CHESTNUT RIDGE ROAD
CHESTNUT RIDGE, NEW YORK 10977
(845) 425-2000
(Name,address, including ZIP code, and telephone number, including area code,
of agent for service and registrant's principal executive offices)
Copy to:
ROGER D. FELDMAN, ESQ.
BINGHAM DANA LLP
150 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
(617) 951-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
---------------------------
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, please 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
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED PER SHARE (1) OFFERING PRICE REGISTRATION FEE
====================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.01 par value......... 738,221 shares $17.815 $13,151,407 $3,472
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</TABLE>
(1) Calculated in accordance with Rule 457(g) based on the average of the bid
and ask prices reported on the Nasdaq National Market on September 20, 2000.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
PROSPECTUS
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES SHALL NOT BE SOLD 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.
Subject to Completion
LECROY CORPORATION
COMMON STOCK
738,221 SHARES
Selling stockholders identified in this prospectus may sell up to 738,221 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
September 20, 2000, the closing sale price of the common stock, as reported on
the Nasdaq National Market, was $17.94 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 September 22, 2000
1
<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 Sections 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, 2000.
* 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
(845) 425-2000
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 acquisition
and analysis products, principally high-performance digital oscilloscopes.
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 (845) 425-2000.
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.
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<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.
WE WERE NOT IN COMPLIANCE WITH CERTAIN COVENANTS IN OUR CREDIT AGREEMENT AT
MARCH 31, 2000.
Our past investment in the Vigilant Networks segment, which focused on LAN
Network analysis products, including the LAN analyzer product called Big
Tangerine(TM), had resulted in our failure to meet certain financial covenants
of our credit agreement with our banks at March 31, 2000. We obtained a waiver
of such non-compliance from the banks for the quarter ended March 31, 2000 and
we amended the covenant requirements for the quarter ended June 30, 2000. The
maximum borrowing limitation under the credit agreement has been reduced to
$12.0 million and the interest rate on outstanding borrowings was increased to
the higher of the prime rate, or the federal funds rate plus _%, as defined in
the credit agreement, plus 2%. Based on our projections, it appears likely that
we will be in violation of certain of our financial covenants at September 30,
2000 that were established as part of a September 7, 1999 amendment to the
credit agreement. As such, outstanding borrowings under the credit agreement as
of June 30, 2000 have been classified as a current liability. As of August 25,
2000, we had cash balances of $15.7 million and outstanding debt of $3.9
million.
We are currently evaluating financing opportunities with new lenders, which we
expect will provide additional credit availability and financial flexibility.
However, we cannot assure that we will be able to obtain alternative financing.
If we are unable to find new financing opportunities, our financial performance
could be adversely affected and this would have a material adverse affect on our
financial condition.
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
Agilent Technologies. 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:
* product's performance (bandwidth, sample rate, record length and
processing power)
* product's price and quality
* the vendor's name recognition
* reputation
* product availability
* 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.
3
<PAGE>
OUR OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY
We may experience significant fluctuations in our annual and quarterly operating
results due to factors such as:
* timing of new product introductions by LeCroy and our competitors
* market acceptance of new or enhanced versions of our products
* changes in the product mix of sales
* changes in the relative proportions of sales in currencies other than
the United States dollar
* changes in the relative proportions of sales among distribution
channels
* changes in manufacturing costs or other expenses
* competitive pricing pressures
* the gain or loss of significant customers or distribution channels
* increased research and development expenses
* general economic conditions
Consequently, we cannot assure 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:
* fluctuations in foreign currency exchange rates
* unexpected changes in government policies and legal and regulatory
requirements
* imposition of tariffs and export controls
* financial instability affecting Asian markets
* transportation delays
* political instability
* general economic conditions
4
<PAGE>
The relationship among the United States dollar, Swiss franc and Japanese yen
and, to a lesser extent, the German deutschemark, British pound, French franc,
Italian lira, Korean won and the European Monetary Unit, 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 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, we cannot assure that our
results of operations will not be adversely affected 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.
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
effect 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:
* improving our operational, financial and management information
systems
* integrating new products into our product line
* training, motivating and managing our employees
* 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. Sales of
digital oscilloscopes 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. In addition, because development of new products is rapid, if we do
not manage our inventory well we could have significant quantities of obsolete
inventory.
5
<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, 2000 were $7.3 million.
The settlement agreement with Tektronix provides that Tektronix may terminate
the license in the event that:
* 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
* 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
* 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.
6
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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. Pursuant to these provisions:
* we can issue preferred stock with rights senior to those of common
stock without any further vote or action by the stockholders
* our board of directors can eliminate the right of stockholders to act
by written consent
* 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:
* announcements of developments related to our business
* announcements of technological innovations or new products or
enhancements by LeCroy or our competitors
* sales by competitors, including sales to our customers
* sales of common stock into the public market, including by members of
management
* developments in our relationship with our customers, partners,
distributors and suppliers
* shortfalls or changes in revenue, gross margins, earnings or losses,
or other financial results from analysts' expectations
* regulatory developments
* fluctuations in results of operations
* trends in the seasonality of our sales
* 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. We cannot assure 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.
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<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
registered by this Registration Statement that each selling stockholder may sell
are set forth in the table below. We sold to the State of Wisconsin Investment
Board on August 16, 2000 a total of 517,520 shares of Common Stock, for an
aggregate purchase price of approximately $5,200,000 pursuant to a Share
Purchase Agreement. We issued to SG Cowen Securities Corporation on August 16,
2000 a warrant to purchase 20,701 shares of Common Stock in partial payment of
its service as a placement agent pursuant to a Placement Agent Agreement. We
issued to Big T-2 Company LLC, a wholly owned subsidiary of GenTek Inc., on
August 25, 2000 a warrant to purchase 200,000 shares of Common Stock in
connection with the sale of certain assets by us and two of our subsidiaries to
GenTek Inc. Each of the transactions was exempt from the registration
requirement of the Securities Act of 1933, as amended, in reliance on Section
4(2) of the Securities Act. Each of the selling stockholders is an accredited
investors, as that term is defined under Regulation D of the Securities Act.
SG Cowen may exercise the warrants at an exercise price of $10.04 at any time
until August 16, 2005. Big T-2 Company may exercise the warrants at an exercise
price of $10.05 at any time until August 25, 2002. The 738,221 shares of common
stock offered through this prospectus is the common stock issued to the State of
Wisconsin and the common stock issuable by us upon the exercise of the warrants.
As of September 22, 2000, none of the selling stockholders, other that the State
of Wisconsin, and with the exception of the shares covered by this prospectus,
held of record any shares of our outstanding common stock. None of the selling
stockholders has, within the past three years held any position, office or has
any other material relationship with us or our affiliates.
As of August 18, 2000, 8,430,214 shares of our common stock were issued and
outstanding.
The following table sets forth certain information regarding the selling
stockholders' beneficial ownership of our common stock as of September 22, 2000
and as adjusted to reflect the sale of all of the common stock offered by the
selling stockholders:
<TABLE>
<CAPTION>
------------------------- ------------------------- --------------------------- ------------------ ---------------------
Name of Selling Shares Owned Prior to Shares Offered (1) Shares to be Percentage of
Stockholders Offering Owned After Shares to be Owned
Offering After Offering
------------------------- ------------------------- --------------------------- ------------------ ---------------------
<S> <C> <C> <C> <C>
State of Wisconsin 1,610,420 517,520 1,092,900 12.96%
------------------------- ------------------------- --------------------------- ------------------ ---------------------
SG Cowen 0 20,701 0 0
------------------------- ------------------------- --------------------------- ------------------ ---------------------
Big T-2 Company LLC 0 200,000 0 0
------------------------- ------------------------- --------------------------- ------------------ ---------------------
TOTAL 1,610,420 738,221 1,092,900 12.96%
------------------------- ------------------------- --------------------------- ------------------ ---------------------
<FN>
(1) See "Plan of Distribution"
(2) Assumes that all of the shares being offered by the selling stockholder
under this prospectus are sold, and that the selling stockholder acquires no
additional shares of common stock before the completion of this offering.
</FN>
</TABLE>
USE OF PROCEEDS
LeCroy will not receive any of the proceeds from the sale of shares by the
selling stockholders.
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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, the selling stockholders 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.
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. Mr. Feldman
holds as trustee of certain trusts an aggregate of 91,115 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.
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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, 2000, 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.
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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 information.
This prospectus is not an offer of these securities in any state where an offer
is not permitted. The information in this prospectus is current as of September
22, 2000. You should not assume that this prospectus is accurate as of any other
date.
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.............. 8
Plan of Distribution......... 9
Certain Legal Matters........ 9
Experts...................... 10
================================================================================
738,221 SHARES
LECROY CORPORATION
COMMON STOCK
-------------------
PROSPECTUS
September 22, 2000
-------------------
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting compensation, are:
Securities and Exchange Commission Registration Fee --------------- $3,472
Nasdaq National Market Fees --------------------------------------- $2,000
Fees of Registrar and Transfer Agent ------------------------------ *$500
Legal Fees and Expenses ------------------------------------------- *$5,000
Accounting Fees and Expenses -------------------------------------- *$5,000
Miscellaneous ----------------------------------------------------- *1,000
Total --------------------------------------------------------- $16,972
* Estimates
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify its officers and directors and certain other persons to
the extent and under the circumstances set forth therein.
The Amended and Restated By-Laws of the Company provide for indemnification of
officers and directors of the Company and certain other persons against
liabilities and expenses incurred by any of them in certain stated proceedings
and under certain stated conditions.
The Company has entered into indemnification agreements with its executive
officers and directors, pursuant to which the Company has agreed to indemnify
such persons to the fullest extent permitted by law, and providing for certain
other protections.
The Company maintains insurance for the benefit of its directors and officers
insuring such persons against certain liabilities, including liabilities under
applicable securities laws.
ITEM 16. EXHIBITS.
*2.1 Share Purchase Agreement dated as of August 15, 2000 by and
among LeCroy Corporation and the State of Wisconsin Investment
Board.
*4.1 Warrant to Purchase 20,701 Shares of the Common Stock of
LeCroy Corporation dated as of August 16, 2000 issued to SG
Cowen Securities Corporation.
**4.2 Warrant to Purchase 200,000 Shares of the Common Stock of
LeCroy Corporation dated as of August 25, 2000 issued to Big
T-2 Company LLC.
5 Opinion of Bingham Dana LLP, counsel to the Registrant.
23.1 Consent of Bingham Dana LLP (included in Exhibit 5).
23.2 Consent of independent auditors, Ernst & Young LLP.
24.1 Power of Attorney (included on signature page).
* Previously filed as an Exhibit to Form 10-K for the fiscal year ended June
30, 2000.
** Previously filed as an Exhibit to Form 8-K on August 31, 2000.
ITEM 17. UNDERTAKINGS.
(A) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
<PAGE>
(B) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(C) Insofar as indemnification for liabilities arising under the
Securities Act 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
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such 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 Securities
Act and will be governed by the final adjudication of such issue.
(D) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
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.
(E) 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 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.
(2) That, for the purpose of determining any liability under
the Securities Act, 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.
<PAGE>
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 Village of Chestnut Ridge, State of New York, on September
22, 2000.
LECROY CORPORATION
By: /s/ Raymond F. Kunzmann
-----------------------
RAYMOND F. KUNZMANN
VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Raymond F. Kunzmann
and Roger D. Feldman, and each of them singly, acting alone and without the
other, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution in each of them, for him and his name, place and
stead, and in any and all capacities, to do and perform any and all acts and to
sign any and all amendments (including without limitation post-effective
amendments) to this registration statement on Form S-3 and to file the same,
with all exhibits thereto and other documents in connection therewith necessary
or advisable to enable the Registrant to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, which amendments may make such other
changes in the Registration Statement as the aforesaid attorney-in-fact
executing the same deems appropriate.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
SIGNATURE CAPACITY(-IES) DATE
/s/ Charles A. Dickinson Chairman of the Board September 22, 2000
------------------------ of the Board of Directors
CHARLES A. DICKINSON
/s/ Lutz P. Henckels President, Chief Executive September 22, 2000
-------------------- Officer and Director
LUTZ P. HENCKELS
/s/ Raymond F. Kunzmann Vice President--Finance, September 22, 2000
----------------------- Chief Financial Officer,
RAYMOND F. KUNZMANN Secretary and Treasurer
(Principal Financial and
Accounting Officer)
/s/ Robert E. Anderson Director September 22, 2000
----------------------
ROBERT E. ANDERSON
/s/ Douglas A. Kingsley Director September 22, 2000
-----------------------
DOUGLAS A. KINGSLEY
/s/ Walter O. LeCroy, Jr. Director September 22, 2000
-------------------------
WALTER O. LECROY, JR.
/s/ William G. Scheerer Director September 22, 2000
-----------------------
WILLIAM G. SCHEERER
/s/ Allyn C. Woodward, Jr. Director September 22, 2000
--------------------------
ALLYN C. WOODWARD, JR.
<PAGE>
EXHIBIT INDEX
5 Opinion of Bingham Dana LLP, counsel to the Registrant.
23.1 Consent of Bingham Dana LLP (included in Exhibit 5).
23.2 Consent of independent auditors, Ernst & Young LLP.
24.1 Power of Attorney (included on signature page).
