FILED PURSUANT TO RULE 424(B)(1)
OF THE SECURITIES ACT OF 1933
REGISTRATION NO. 333-43690
PROSPECTUS
LECROY CORPORATION
COMMON STOCK
100,000 SHARES
Selling stockholders identified in this prospectus may sell up to 100,000
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 August 10, 2000, the closing sale price of the common stock, as reported on
the Nasdaq National Market, was $12.8125 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 August 22, 2000
<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.
[ ] Quarterly Reports on Form 10-Q for the quarters ended September 30,
1999, December 31, 1999 and March 31, 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
(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 high-performance 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) 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.
<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 AND OUR FINANCIAL PERFORMANCE WOULD BE ADVERSELY AFFECTED IF WE
DO NOT FIND ADDITIONAL FINANCING SOURCES
Our continued investment in our Vigilant Networks segment, which focuses on our
LAN Network analysis products, including the LAN analyzer product called Big
Tangerine(TM), has 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 have amended the covenant requirements for the quarter ended June 30, 2000.
In connection with that waiver and amendment, we provided additional collateral
to the banks by granting them a mortgage on our facilities in Chestnut Ridge,
New York. At that time, the maximum borrowing limitation under the credit
agreement was reduced to $12.0 million and the interest rate on outstanding
borrowings was increased to the prime rate plus two percent. Based on our
projections, which include the continued significant investment and operating
losses of our Vigilant Networks segment, it appears likely that we will be in
violation of certain of our financial covenants at September 30, 2000. If we
are out of compliance with these covenants and are unable to obtain waivers
from our banks, the credit agreement would be in default and could be called by
the banks. At June 30, 2000, we had borrowed $11.0 million under the credit
agreement.
We have begun the process of seeking strategic investment partners for our
Vigilant Networks business in order to capitalize on significant market
opportunities, without carrying the full burden for this venture in terms of
profit and cash in the future. In addition, in cooperation with our existing
banks, we have started evaluating alternative financing opportunities with new
lenders, which would provide additional credit availability and financial
flexibility. However, there can be no assurance that we will be able to obtain
strategic investment partners or obtain alternative financing. If we are unable
to obtain strategic investment partners or find new financing opportunities,
our financial performance would continue to 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:
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
<PAGE>
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 Big Tangerine(TM), which identifies problems in critical
networks that could not be discovered with conventional networking tools. Big
Tangerine 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
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
<PAGE>
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, Japanese yen and
Korean wan, 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 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 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:
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
<PAGE>
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.
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:
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
<PAGE>
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.
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
<PAGE>
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.
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 STOCKHOLDER
The selling stockholder acquired his shares of common stock, in a transaction
exempt from the registration requirement of the Securities Act, in connection
with a merger where one of our newly formed subsidiaries was merged into
Lightspeed Electronics, Inc. Under the terms of the merger agreement, the
shares of Lightspeed common stock issued and outstanding immediately before the
effectiveness of the merger were converted into an total of 100,000 shares of
our common stock. Under the terms of the merger agreement, we agreed to use our
best efforts to file with the Securities and Exchange Commission a Registration
Statement for the purpose of registering for resale by the sole stockholder of
Lightspeed the shares of our common stock which he received in the merger.
The term selling stockholder refers to the holder listed below and his
transferees, pledgees, donees, and other successors.
As of August 1, 2000 the selling stockholder, with the exception of the shares
covered by this prospectus, held of record no shares of our outstanding common
stock. The selling shareholder has not within the past three years held any
position, office or had any other material relationship with us or our
affiliates.
As of August 1, 2000, 7,912,694 shares of our common stock were issued and
outstanding.
The following table sets forth certain information regarding the selling
stockholder's beneficial ownership of our common stock as of August 1, 2000 and
as adjusted to reflect the sale of all of the common stock offered by the
selling stockholder:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Name of Selling Shares Owned Shares to be Owned
Stockholder Prior to Offering Shares Offered (1) After Offering
Robert Miller 100,000 100,000 0
</TABLE>
(1) See "Plan of Distribution."
USE OF PROCEEDS
LeCroy will not receive any of the proceeds from the sale of shares by the
selling stockholder.
<PAGE>
PLAN OF DISTRIBUTION
The shares of common stock may be sold from time to time by the selling
stockholder 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 stockholder may offer his 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 stockholder. Alternatively, the selling
stockholder may from time to time offer shares of common stock to or through
underwriters, broker/dealers or agents. The selling stockholder 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 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 stockholder 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 stockholder 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.
<PAGE>
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>
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We have not authorized any dealer, 100,000 SHARES
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 LECROY CORPORATION
these securities in any state where
an offer is not permitted. The COMMON STOCK
information in this prospectus is
current as of August 22, 2000. You
should not assume that this
prospectus is accurate as of any
other date.
-------------------
PROSPECTUS
August 22, 2000
-------------------
TABLE OF CONTENTS
Page
Where You Can Get More
Information................ 2
The Company.................. 2
Forward-looking Statements... 2
Risk Factors................. 3
Selling Stockholder.......... 8
Use of Proceeds.............. 8
Plan of Distribution......... 9
Certain Legal Matters........ 9
Experts...................... 10
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