<PAGE> 1
As filed with the Securities and Exchange Commission on August 2, 1999
Registration No. 333-82021
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
KYZEN CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
TENNESSEE 87-0475115
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
430 HARDING INDUSTRIAL DRIVE
NASHVILLE, TN 37211
(615) 831-0888
(Address, Including Zip Code, and Telephone Number, including
Area Code, of Registrant's Principal Executive Offices)
--------------------
KYLE J. DOYEL
KYZEN CORPORATION
430 HARDING INDUSTRIAL DRIVE
NASHVILLE, TN 37211
(615) 831-0888
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
--------------------
Copy to:
E. MARLEE MITCHELL
WALLER LANSDEN DORTCH & DAVIS,
A PROFESSIONAL LIMITED LIABILITY COMPANY
2100 NASHVILLE CITY CENTER
NASHVILLE, TENNESSEE 37219-1760
(615) 244-6380
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the Effective Date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
______________________________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ] __________________________________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
to be Offering Price Aggregate Registration
Title of Each Class of Securities to be Registered Registered Per Unit Offering Price Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share, to be
issued on exercise of Common Stock Purchase
Warrants 1,650,000 $1.078125 (1) $1,778,906.25(1) $495(2)
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per share, to be
issued on exercise of Underwriter Warrants 165,000 $ 0.90625 (3) $ 149,531.25(3) $ 42
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock Purchase Warrants to be issued on
exercise of Underwriter Warrants 165,000 $ 0.15625 (4) $ 25,781.25(4) $ 7
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per share, to be
issued on exercise of Common Stock Purchase 165,000 $ 0.90625 (3) $ 149,531.25(3) $ 42
Warrants (5)
================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rule 457(c) under the Securities Act of
1933, based on the average of the high and low prices of the common
stock on the Nasdaq SmallCap Market on June 24, 1999.
(2) Previously paid in connection with the initial filing on Form S-3 on
June 30, 1999.
(3) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rule 457(c) under the Securities Act
of 1933, based on the average of the high and low prices of the
common stock on the Nasdaq SmallCap Market on July 28, 1999.
(4) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rule 457(c) under the Securities Act of
1933, based on the average of the high and low prices of the common
stock purchase warrants on the Nasdaq SmallCap Market on July 28, 1999.
(5) Issuable on the exercise of the common stock purchase warrants to be
issued on the exercise of the underwriter warrants.
<PAGE> 2
PROSPECTUS
DATED _________, 1999
KYZEN CORPORATION
1,980,000 SHARES OF COMMON STOCK
AND
165,000 COMMON STOCK PURCHASE WARRANTS
------------------
This prospectus covers the sale of up to 1,650,000 shares of our common
stock to be issued on the exercise of common stock purchase warrants, 165,000
shares of our common stock and 165,000 common stock purchase warrants to be
issued on the exercise of underwriter warrants and 165,000 shares of our common
stock to be issued on the exercise of the common stock purchase warrants
underlying the underwriter warrants.
The common stock purchase warrants were issued in our initial public
offering that was completed on August 4, 1995. Holders of the common stock
purchase warrants may purchase one share of common stock for each warrant
exercised. The common stock purchase warrants are exercisable at $5.00 per share
and expire on August 4, 2002.
The underwriter warrants were issued in connection with a Warrant and
Registration Rights Agreement dated August 3, 1995. Holders of the underwriter
warrants may purchase up to an aggregate of 55,000 of our common stock units,
each unit consisting of three shares of our common stock and three common stock
purchase warrants. The underwriter warrants are exercisable at $14.95 per unit
and expire on August 3, 2000.
If all of the common stock purchase warrants and underwriter warrants
are exercised, including the common stock purchase warrants underlying the
underwriter warrants, we will receive $9,897,250 before deducting expenses
estimated at $23,000.
Our common stock is quoted on the Nasdaq SmallCap Market under the
symbol "KYZN" and listed on the Boston Stock Exchange under the symbol "KYZ."
The last sale price of the common stock on July 28, 1999 was $0.90625. Our
common stock purchase warrants are quoted on the Nasdaq SmallCap Market under
the symbol "KYZNW" and listed on the Boston Stock Exchange under the symbol
"KYZW." The last sale price of the common stock purchase warrants on July 28,
1999 was $0.15625. The underwriter warrants are not traded on any public market.
------------------
PURCHASE OF THESE SHARES INVOLVES RISKS.
PLEASE CAREFULLY CONSIDER THE "RISK FACTORS"
BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------
<PAGE> 3
THE COMPANY
We are a specialty chemical company focused on chemical solutions and
processes for electronics and other high technology industries where precision
cleaning is required. We also manufacture and market peripheral equipment such
as process control systems and chemical handling systems that enhance the use by
customers of our chemical solutions. Sales of this equipment comprised
approximately eight percent of net sales in 1997, three percent of net sales in
1998 and three percent of net sales in the three months ended March 31, 1999.
Typically, our products are sold as separate items and are integrated into a
cleaning process by the customer, or by our company as part of a contract
service.
Our company was organized to develop chemical solutions and processes
to replace ozone-depleting products such as chlorofluorocarbons, which are
commonly referred to as "CFCs," used in the cleaning of electronic assemblies
and precision metal components. No single replacement product has been found
that has the broad applicability of the ozone-depleting products produced before
1995, the deadline imposed by the United States government for phasing out
ozone-depleting products pursuant to the Montreal Protocol on Substances that
Deplete the Ozone Layer. As a result, the market for high technology cleaning
has fragmented into smaller niche cleaning applications where specific products
are developed to meet specialized market needs. The high technology cleaning
market continues to evolve as newer technology and miniaturization of products
presents more difficult cleaning challenges for manufacturers.
We have formulated seven general lines of cleaning chemistries that
serve different market niches. These chemistries are:
- Semi-aqueous electronic cleaning (Ionox(R)).
- Aqueous cleaner concentrates for electronic cleaning
(Aquanox(R)).
- Metal/plastic precision cleaners which can be aqueous or
semi-aqueous (Metalnox(R)).
- Volatile organic chemical compliant cleaning agents for
electronics and precision metals (Lonox(TM)).
- Optical solvents and cleaning agents (Optisolv(TM)).
- Semi-conductor cleaning agents (Micronox(TM)).
- Waterless solvents and hand-wipe solvents (Kryptonol(R)).
In addition, we have identified product niches in cleaning chemistries
and processes for batteries and medical devices and are currently selling
limited amounts of specialty cleaning products in those industries. Our strategy
is to patent our formulations where unique materials, blends or uses are
identified. In other formulations, we use a combination of multiple ingredients
and suppliers to protect and maintain as proprietary information the key active
materials used.
Most of our formulations are non-flammable and non-combustible, low in
toxicity and generally require no hazardous material shipping or storage
precautions. We attempt to meet this standard with all of our products.
Customized products for key high volume customers and new niche applications
frequently have unique requirements, however, which may necessitate departures
from these general standards. We are currently developing new cleaning
chemistries and processes for our existing electronics niche in addition to
developing new products for the semiconductor, optics, medical device and other
niche cleaning markets. We believe our unique chemical products will be an
attractive alternative in each of these industries. Our management also believes
that future product lines may be acquired through acquisitions or licensing
arrangements.
Our principal executive offices are located at 430 Harding Industrial
Drive, Nashville, Tennessee 37211, and our telephone number is (615) 831-0888.
2
<PAGE> 4
RISK FACTORS
An investment in our common stock involves a number of risks. You
should carefully consider the following information about these risks, together
with the other information in this prospectus, before exercising any warrants to
buy shares of common stock. If any of the following risks actually occur, our
business, financial condition, operating results or cash flows could be
materially adversely affected. This could cause the trading price of our common
stock to decline, and you may lose part or all of your investment. Some of the
statements set forth below are "forward-looking statements" under Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934.
THERE IS UNCERTAINTY CONCERNING THE CONTINUED QUOTATION OF OUR STOCK ON THE
NASDAQ SMALLCAP MARKET BECAUSE THE MINIMUM BID PRICE OF OUR STOCK HAS RECENTLY
FALLEN BELOW ONE DOLLAR.
Our common stock is quoted, and trades almost exclusively, on the
Nasdaq SmallCap Market. The Nasdaq SmallCap Market requires that listed
companies maintain a minimum bid price per share of at least $1.00. Our common
stock has recently been out of compliance with this requirement. If the minimum
bid price of our common stock again falls below $1.00 per share and stays below
that price for an extended period of time, our common stock could be removed
from quotation on the Nasdaq SmallCap Market. Prior to taking this action,
however, the Nasdaq SmallCap Market will give us the opportunity to bring our
stock price into compliance or propose a plan for achieving compliance. We
cannot offer assurance that our common stock will continue to be quoted on the
Nasdaq SmallCap Market.
If our common stock is removed from quotation on the Nasdaq SmallCap
Market, management anticipates that we would seek to qualify our common stock
for trading on the OTC Bulletin Board. Although OTC Bulletin Board trades are
reported on a "real time" basis, the OTC Bulletin Board standards for quotation
are less demanding than those of the Nasdaq SmallCap Market. For this reason,
OTC Bulletin Board companies tend to be newer, smaller and less well capitalized
than companies listed on the Nasdaq SmallCap Market. As a result of these
factors, investors may consider that OTC Bulletin Board companies represent a
greater investment risk than those listed on the Nasdaq SmallCap Market and the
price of our common stock may reflect this perception.
THE LACK OF AN EXISTING LINE OF CREDIT MAY CAUSE US TO BE UNABLE TO FINANCE
FUTURE TRANSACTIONS OR OPERATIONS.
We currently do not have a line of credit with a banking institution.
Although management believes that we do not need a line of credit for our
current operations, circumstances may arise that create a need for a line of
credit or other source of borrowings. For example, we may be unable to finance
significant capital expenditures or acquisitions of other product lines or
businesses without external financing sources. Also, we have a limited history
of profitable operations and the lack of a line of credit could affect our
ongoing operations and particularly our ability to pay operating expenses if we
are not profitable for an extended period of time. We cannot offer assurance
that we will be able to locate suitable or timely financing if needed. Our
inability to obtain suitable and timely financing in the future could delay or
make impossible capital expenditures, acquisitions or payments of operating
expenses.
HOLDERS OF OUR COMMON STOCK PURCHASE WARRANTS AND UNDERWRITER WARRANTS MAY BE
UNABLE TO EXERCISE WARRANTS BECAUSE OF LACK OF REGISTRATION OR QUALIFICATION IN
SOME STATES.
A buyer of the common stock purchase warrants in the open market may
reside in a state in which the shares of common stock underlying the warrants
are not registered or qualified and where no exemption from registration or
qualification is available. In addition, a holder of common stock purchase
warrants or underwriter warrants may relocate to a state in
3
<PAGE> 5
which the shares of common stock underlying the warrants are not registered or
qualified and no exemption from registration or qualification is available.
Absent registration or qualification of the shares of common stock underlying
the warrants or any appropriate exemption, holders in those states would have no
choice but to sell their warrants or let them expire. Prospective investors and
other interested persons who wish to know whether shares of common stock may be
issued on the exercise of warrants by holders in a particular state should
consult with the securities department of that state or send a written inquiry
to us.
PAYMENT OF CASH DIVIDENDS IN THE FORESEEABLE FUTURE IS UNLIKELY.
We have not previously paid any cash dividends on our common stock and
we anticipate that, in the foreseeable future, we will continue to use our
earnings, if any, to develop and expand our business.
WE MAY NOT BE ABLE TO COMPETE AGAINST MANY OF OUR COMPETITORS BECAUSE WE ARE
SMALLER AND HAVE LESS FINANCIAL RESOURCES.
The precision cleaning industry is undergoing rapid change as companies
search for new technology to replace processes based on ozone-depleting
products. The market is rapidly moving from a commodity market supplied by major
chemical companies to a series of highly fragmented niche markets supplied by
numerous focused specialty chemical companies. Our management believes that our
most significant competitors include Petroferm, Church & Dwight, Valtron, Alpha
Metals, Multicore and Dr. O.K. Wack Chemie. We cannot offer assurance that we
will remain competitive. Because we are smaller and have less financial
resources than many of our competitors, we may not be able to compete
successfully against current or future competitors. If we compete with them for
the same markets, their financial strength could prevent us from capturing those
markets.
WE HAVE HISTORICALLY RELIED ON A SINGLE CHEMICAL PRODUCER FOR OUR SUPPLY OF
NONLINEAR ALCOHOL.
Although we purchase our raw materials, components and finished
machines from a variety of sources and generally do not significantly depend on
any one supplier, we have historically relied on one domestic chemical producer
for our supply of the nonlinear alcohol used in many of our cleaning
formulations. The unavailability of raw materials from this producer or any
other supplier of raw materials could result in a short-term reduction in our
production until a replacement supplier is found.
WE MAY BE UNABLE TO PROTECT OUR PATENTS AND PROPRIETARY TECHNOLOGY.
We own patents, both in the United States and abroad, for many of our
chemical cleaning formulations. We rely upon the protection afforded by our
patents and trade secrets to protect the technology we develop or license. Our
success may depend upon our ability to protect our intellectual property. The
enforcement of intellectual property rights, however, can be both expensive and
time consuming. Therefore, we may not be able to devote the resources necessary
to prevent infringement of our intellectual property. Also, our competitors may
develop or acquire substantially similar technologies without infringing our
patents or trade secrets. For these reasons, we cannot offer assurance that our
patents and proprietary technology will provide us with any competitive
advantage.
4
<PAGE> 6
WE MAY HAVE TO TRANSFER SOME OF OUR PATENTS TO BIX MANUFACTURING COMPANY.
In connection with our purchase from Bix Manufacturing Company of our
patented chemistry used in our cleaning solutions, we agreed to transfer related
patents back to Bix Manufacturing Company in the event that:
- we default by failing to pay the royalty based on 2% of the
revenues related to the patented chemistry, and the default is
not cured as provided in our purchase agreement;
- we are ordered or adjudged as bankrupt or placed in the hands
of a receiver, or otherwise enter into any plan with our
creditors or make an unauthorized assignment for the benefit
of our creditors;
- our assets are seized or attached in conjunction with any
action against our company by any third party; or
- we are dissolved or liquidated.
We cannot offer assurance that we will be able to avoid these events and the
transfer of patents back to Bix Manufacturing Company.
THE LOSS OF KEY EMPLOYEES COULD RESULT IN THE LOSS OF CUSTOMERS OR SUPPLIERS.
Because we do not maintain key-man life insurance on any employees, the
loss of key employees, including Kyle J. Doyel, Michael L. Bixenman, Thomas M.
Forsythe and Thomas J. Herrmann, could impact our business. For example, losing
key employees could result in the loss of customers or suppliers with whom they
have established relationships.
POTENTIAL FUTURE ACQUISITIONS COULD RESULT IN DILUTION FROM THE ISSUANCE OF
ADDITIONAL SHARES AND LEVERAGE FROM ADDITIONAL DEBT.
We may acquire other companies which produce products and provide
services similar to ours. We cannot offer assurance, however, that we will make
any acquisitions. We have not entered into any understandings or agreements to
acquire any other companies. Our acquisition strategy will be determined by our
Board of Directors and management, and unless otherwise required by law, our
shareholders will not receive advance information or otherwise have the right to
approve or disapprove any acquisition opportunity. Potential future acquisitions
may involve dilution from the issuance of additional shares and leverage from
additional debt and the addition of management and other personnel.
THE INABILITY OF VENDORS OR SUPPLIERS TO ACCOMMODATE THE YEAR 2000 CHANGE COULD
CAUSE SIGNIFICANT DELAYS IN OUR PRODUCTION PROCESS OR THE DELIVERY OF OUR
PRODUCTS.
We are reviewing our exposure to damages that could result if our
internal computing, communication and non-computational systems do not correctly
recognize date information when the year changes to 2000. We are also evaluating
our major vendors and suppliers of goods and services to determine whether they
will be able to accommodate the year 2000 change. We are currently uncertain as
to whether or not all of our suppliers and vendors will be able to accommodate
the year 2000 change. The failure of any significant vendor or supplier to
accommodate the year 2000 change could cause significant delays in our
production process or the delivery of our products to customers.
5
<PAGE> 7
OUR INABILITY TO MAINTAIN COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS RELATING
TO ENVIRONMENTAL MATTERS COULD RESULT IN SIGNIFICANT CIVIL OR CRIMINAL REMEDIES
IMPOSED ON US.
Our operations are subject to federal, state and local laws and
regulations relating to the discharge of pollutants into the air and water,
worker exposure to the chemicals we manufacture and sell, and established
standards for the reuse, storage and disposal of hazardous wastes. Although we
believe that our operations are in compliance with current laws and regulations
relating to these matters, our inability to maintain compliance could result in
significant civil or criminal remedies imposed on us. We derive a large portion
of our revenue from the sale of blended products made from finished materials
purchased from various chemical manufacturers. These chemical materials are
periodically evaluated by these third-party chemical suppliers for potential
adverse health effects resulting from exposure or overexposure to the chemical
materials. A discovery of adverse health effects related to our products could
result in significant civil or criminal remedies.
REDUCED GOVERNMENTAL REGULATIONS CONCERNING OZONE DEPLETION COULD LESSEN THE
DEMAND FOR OUR PRODUCTS.
We believe that the demand for our products is directly related to
governmental responses to and public concern with ozone depletion, elimination
of CFCs and air and water contamination. A decrease in public concern over ozone
depletion or water contamination or less governmental pressure to remedy these
problems could substantially reduce demand for our products. Although our
customers utilize our products and services in response to regulatory
requirements affecting their businesses, we believe that the federal and state
environmental rules and regulations applicable to our customers do not directly
govern our operations as they currently are being conducted. Although we are not
aware of any pending or proposed federal legislation or regulation that could
adversely affect our products, chemicals or services, any future legislation or
regulation that limits the sale of our products or components or limits the
methods by which those products are manufactured, installed or serviced, could
reduce product sales and therefore reduce our revenues.
POTENTIAL TRADE SANCTIONS WITH CHINA OR FAILURE TO RENEW NORMAL TRADE RELATIONS
STATUS FOR CHINA COULD INCREASE THE COST OF SOME OF OUR RAW MATERIALS.
In 1998, manufacturers in the Peoples Republic of China became
significant suppliers of our company. In 1999, we expect to import approximately
35% of our raw material purchases from China. The United States has threatened
trade sanctions of up to $2 billion if China does not increase its efforts to
stop piracy and other intellectual property violations. In addition, annual
renewal of China's Normal Trade Relations status is under review by the United
States government in 1999. Failure of the United States government to continue
to grant Normal Trade Relations status to China could increase duties and
increase the cost of some of our raw materials or make them completely
unavailable. We obtain a portion of these raw materials domestically but we have
no contingency plans if Chinese sources are no longer able to provide these raw
materials. These potential developments could cause a reduction in production,
sales and revenues or at least could cause an increase in the cost of our raw
materials.
PROVISIONS IN OUR CHARTER AND BYLAWS AND UNDER TENNESSEE LAW COULD DISCOURAGE
AND PREVENT CHANGES IN CONTROL.
Provisions in our charter and bylaws and under Tennessee law could
prevent you from receiving a premium on your common stock and could also have a
depressive effect on the market price of our common stock. We also have a Rights
Agreement that could discourage potential acquirers from attempting a takeover
and could prevent you from receiving a premium on your common stock. See the
section entitled "Description of Securities - Charter and Bylaw Provisions May
Have Anti-Takeover Effects" on page 11 and "Description of Securities -
Tennessee Law May
6
<PAGE> 8
Have Anti-Takeover Effects" on page 12 for more information about these
provisions in our charter, bylaws and the Rights Agreement and the provisions of
Tennessee law that could result in anti-takeover effects.
WE MAY REDEEM THE COMMON STOCK PURCHASE WARRANTS PRIOR TO THEIR EXERCISE WHICH
COULD FORCE HOLDERS TO EXERCISE THEIR WARRANTS AT AN UNDESIRABLE TIME.
We may redeem the common stock purchase warrants for $0.05 per warrant
at any time by giving thirty days prior written notice, provided that the
closing bid quotation or sale price for the common stock has equaled or exceeded
$7.50 for ten consecutive trading days. If we provide notice of redemption, it
could force the holders to exercise their common stock purchase warrants and pay
the exercise price at a time when it might be disadvantageous or difficult for
the holder to do so, or sell the warrants at current market price when they
might otherwise wish to hold the warrants, or accept the redemption price, which
is likely to be less than the market price of the warrants at the time of
redemption.
DILUTION MAY RESULT FROM THE EXERCISE OF COMMON STOCK PURCHASE WARRANTS OR
UNDERWRITER WARRANTS.
To the extent that the holders of common stock purchase warrants or
underwriter warrants exercise their warrants to purchase shares of common stock,
existing shareholders could experience dilution. If all of the warrants are
exercised, an additional 1,980,000 shares of common stock will be issued.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement we filed with
Securities and Exchange Commission under the Securities Act of 1933
(Registration No. 333-82021). As permitted by the rules and regulations of the
SEC, this prospectus does not contain all of the information set forth in the
registration statement and the accompanying exhibits and schedules. For further
information with respect to our company and the common stock offered by this
prospectus, please refer to the registration statement. Statements in this
prospectus as to the contents of any contract or other document are not
necessarily complete. We qualify any statement by reference to the copy of the
contract or document filed as an exhibit to the registration statement. You may
inspect copies of the registration statement, without charge, at the offices of
the SEC, or obtain them at prescribed rates from the Public Reference Section of
the SEC at the address set forth below. We will provide this information upon
written request and without charge to any person, including a beneficial owner,
to whom a copy of this prospectus is delivered. These requests should be
directed to Kyzen Corporation, 430 Harding Industrial Drive, Nashville,
Tennessee 37211, Attention: Thomas J. Herrmann, Corporate Secretary (telephone
number (615) 831-0888).
We are subject to the informational requirements of the Securities
Exchange Act of 1934. Accordingly, we file annual reports on Form 10-KSB,
quarterly reports on Form 10-QSB, current reports on Form 8-K, proxy statements
and other documentation with the SEC. You may inspect and copy this information
at the public reference facility maintained by the SEC at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You may get additional
information about the operation of the SEC's public reference facilities by
calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding companies that, like us, file information
7
<PAGE> 9
electronically with the SEC. You can also inspect information about our company
at the offices of the National Association of Securities Dealers, Inc., at 1735
K Street, N.W., Washington, D.C. 20006.
The SEC allows us to "incorporate by reference" the information we file
with it. This means that we can disclose important information to you by
referring you to the other documents that we have previously filed with the SEC.
The documents that we incorporate by reference are considered to be a part of
this prospectus, and information that we file in the future with the SEC will
automatically update and supersede the information that we have included in this
prospectus. We incorporate by reference the documents listed below. We also
incorporate by reference any future filings we make with the SEC under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell
all of the shares of common stock or until the offering of the shares of common
stock is otherwise ended.
- The description of our Series A Junior Participating Preferred
Stock on Form 8-A filed with the SEC on January 15, 1999.
- Our proxy statement on Schedule 14A filed with the SEC on
March 15, 1999.
- Our annual report on Form 10-KSB filed with the SEC for the
year ended December 31, 1998.
- Our annual report on Form 10-KSB/A filed with the SEC for the
year ended December 31, 1998.
- Our quarterly report on Form 10-QSB filed with the SEC for the
quarter ended March 31, 1999.
- Our current report on Form 8-K filed with the SEC on
June 2, 1999.
- All other documents that we file with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 following the date of this prospectus and prior to
the termination of this offering.
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement to this prospectus. We have not
authorized anyone to provide you with different information or additional
information. We will not make an offer of these shares of common stock in any
state where the offer is not permitted. You should not assume that the
information in this prospectus, or any supplement to this prospectus, is
accurate at any date other than the date indicated on the cover page of these
documents.
FORWARD-LOOKING STATEMENTS
We have included in this report forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities and Exchange Act of 1934. When used, statements which are not
historical in nature, including the words "anticipate," "estimate," "should,"
"expect," "believe," "intend" and similar expressions are intended to identify
forward-looking statements. These statements are, by their nature, subject to
risks and uncertainties. Among the factors that could cause actual results to
differ materially from those projected are the following:
- Business conditions and the general economy as they affect
interest rates
- Business conditions as they affect manufacturers of chemical
raw materials
- The federal, state and local regulatory environments
- The availability of debt and equity capital with favorable
terms and conditions
- The availability of new expansion and acquisition
opportunities
- Changes in the financial condition or corporate strategy of
our primary customers
- The inability of our significant customers or suppliers to
accommodate the year 2000 change
- Our ability to develop or acquire new competitive product
lines
8
<PAGE> 10
- Our ability to protect our patents and proprietary technology
- Loss of one or more key employees.
Actual results, events and performance may differ materially from those
projected. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this prospectus.
We undertake no obligation to release publicly the results of any revisions to
these forward-looking statements that may be made to reflect events or
circumstances after the date of this prospectus or to reflect the occurrence of
unanticipated events.
USE OF PROCEEDS
Assuming all of the common stock purchase warrants and underwriter
warrants are exercised, including the common stock purchase warrants underlying
the underwriter warrants, we will receive proceeds of $9,897,250 before
deducting our expenses estimated at $23,000. Net proceeds from the sale of our
common stock upon exercise of the common stock purchase warrants and underwriter
warrants will be used for working capital and other general corporate expenses.
PLAN OF DISTRIBUTION AND DESCRIPTION OF WARRANTS
We filed a registration statement to issue 550,000 common stock units
in our initial public offering on August 4, 1995. Each unit consisted of three
shares of Class A common stock and three redeemable Class A common stock
purchase warrants with a final expiration date of August 4, 2000. In connection
with the warrants, we entered into a Warrant Agreement with American Stock
Transfer & Trust Company. We also entered into a Warrant and Registration Rights
Agreement with Paulson Investment Company, Inc., Nutmeg Securities, Ltd. and La
Jolla Securities Corporation on August 5, 1995 for the issuance of underwriter
warrants to purchase 55,000 common stock units. The Class A common stock and the
common stock purchase warrants began trading separately as of August 23, 1995.
On May 12, 1999, the Class A common stock was converted to common stock. On June
2, 1999, we extended the exercise date of the common stock purchase warrants to
August 4, 2002.
We are offering shares of common stock to holders of common stock
purchase warrants issued in the offering in August 1995. Each common stock
purchase warrant entitles the holder to purchase one share of our common stock
at an exercise price per share equal to $5.00, subject to adjustment described
below under "Antidilution Adjustments." The common stock purchase warrants
expire at 5:00 p.m., New York time, on August 4, 2002. Common stock purchase
warrants may be surrendered for exercise at any time on or prior to August 4,
2002, by submitting to American Stock Transfer & Trust Company, as warrant
agent, a warrant certificate signed by the warrant holder indicating an election
to exercise all or a portion of the warrants evidenced by the certificate,
accompanied by payment of the aggregate exercise price of the warrants to be
exercised. Payment may be made in the form of cash or by certified or official
bank check payable to the order of American Stock Transfer & Trust Company.
Effective as of February 4, 1996, we may redeem the common stock
purchase warrants, in whole or in part, at $0.05 per warrant at any time upon
thirty days prior written notice, if the closing sale price of the common stock
on the Boston Stock Exchange or the closing bid quotation on the Nasdaq SmallCap
Market is equal to or greater than $7.50 for ten consecutive trading days. Each
registered holder of a common stock purchase warrant will continue to have the
right to exercise his warrant until the close of business on the date of
redemption, and the warrants will continue to be subject to adjustment until the
exercise or redemption.
We are also offering shares of common stock and common stock purchase
warrants to holders of the underwriter warrants issued in connection with the
Warrant and Registration Rights Agreement dated August 3, 1995. Each
underwriter warrant entitles the holder to purchase one common stock unit at an
exercise price per unit equal to $14.95, which is 130% of the offering price
per unit set forth in our registration statement on Form SB-2 (File No.
33-91854) filed with the Securities and Exchange Commission. The per unit
exercise price is subject to adjustment described below under "Antidilution
Adjustments." The underwriter warrants expire at 5:00 p.m. on August 3, 2000.
Underwriter warrants may be surrendered for exercise at any time on or prior to
August 3, 2000, by submitting a warrant certificate and the accompanying form
of subscription executed by the holder to us at our principal office,
accompanied by payment in the amount obtained by multiplying the exercise price
per unit by the number of units represented by the warrant certificate. Payment
may be made in the form of cash or by certified or bank cashier's check payable
to the order of our company. Because the common stock and common stock purchase
warrants underlying the common stock units are now trading separately, on
exercise of the underwriter warrants the holders will receive three shares of
our common stock and three common stock purchase warrants per underwriter
warrant.
We will issue a certificate or certificates representing the shares of
common stock and common stock purchase warrants at the time of exercise. We have
reserved 1,980,000 shares of common stock for issuance upon exercise of the
common stock purchase warrants and the underwriter warrants.
ANTIDILUTION ADJUSTMENTS
The exercise price and the number of shares of common stock purchasable
upon the exercise of each common stock purchase warrant and underwriter warrant
are subject to adjustment to protect warrant holders against dilution upon the
occurrence of events such as stock dividends, stock splits, reclassification or
any combination of the
9
<PAGE> 11
common stock, or a merger, consolidation or disposition of substantially all of
our assets. No adjustment in the exercise price of the common stock purchase
warrants and the number of shares of common stock purchasable upon the exercise
of each warrant will be required until cumulative adjustments reach $0.25 per
share. No fractional shares will be issued upon exercise of common stock
purchase warrants, but we will pay an amount in cash equal to the same fraction
of the fair market value of the warrant.
FEDERAL INCOME TAX CONSEQUENCES
The following discussion relates to the material federal income tax
consequences of a U.S. holder of warrants participating in the exercise of
warrants. The effect of such tax consequences upon you will depend upon your
individual circumstances.
Generally, a U.S. holder of warrants will not recognize any gain or
loss on the purchase of our common stock for cash upon exercise of the common
stock purchase warrants or underwriter warrants. The U.S. holder's tax basis in
the common stock received will be equal to the sum of the tax basis in the
warrants so exercised and the cash paid upon exercise of the warrants. The
holding period of the common stock received upon exercise of a warrant for cash
will not include the period during which the warrant was held; it will commence
only upon the exercise date on which the warrant is exercised.
You should consult your own tax advisors concerning the federal income
tax consequences of the sale, exchange or other disposition of the warrants. We
have not received any advice as to local, income, franchise, personal property
or other taxation in any state or locality or as to the tax effect of ownership
of warrants in any state or locality. You are advised to consult your own tax
advisors with respect to any state or local tax consequences arising out of your
ownership or exercise of warrants.
DESCRIPTION OF SECURITIES
AUTHORIZED STOCK
Our authorized capital stock consists of 50,000,000 shares, divided
into 40,000,000 shares of common stock, $0.01 par value per share, and
10,000,000 shares of preferred stock, $0.01 par value per share.
Our board of directors has the authority, without approval of our
shareholders, to authorize the issuance of shares of preferred stock from time
to time in one or more series. Each series will have a distinctive designation
or title and the number of shares will be fixed by the board of directors prior
to the issuance of any shares. Each series of preferred stock will have voting
powers, full or limited, or no voting powers and the preferences and relative,
participating, optional, or other special rights and qualifications,
limitations, or restrictions thereof, as adopted by the board of directors prior
to the issuance of any shares. We have no present plan to establish any
additional class or series.
Currently, our board of directors has authorized and reserved for
issuance one series of preferred stock. This series of preferred stock was
established in connection with the adoption of our Rights Agreement.
DESCRIPTION OF COMMON STOCK
Currently, 5,006,681 shares of common stock are outstanding. All
outstanding shares of common stock are fully paid and nonassessable. The holders
of common stock are entitled to one vote for each share held of record on all
matters voted upon by shareholders and may not cumulate votes for the election
of directors. Therefore, the owners of a majority of the shares of common stock
outstanding may elect all of the directors, if they choose to do so, and the
owners of the balance of the shares would not be able to elect any directors.
10
<PAGE> 12
Each share of outstanding common stock is entitled to participate
equally in any distribution of net assets made to the shareholders in
liquidation of our company and is entitled to participate equally in dividends
as and when declared by our board of directors. There are no preemptive rights
with respect to the shares of common stock, which could result in a dilution of
the interest of existing shareholders should additional shares of common stock
be issued.
DESCRIPTION OF PREFERRED STOCK
On January 15, 1999, our board of directors declared a dividend of one
preferred share purchase right for each share of common stock. Each right
entitles the registered holder to purchase one one-hundredth of a share of
Series A Junior Participating Preferred Stock at a price of $5.00 per right,
subject to adjustment. The description and terms of the rights are set forth in
our Rights Agreement. See "Charter and Bylaw Provisions May Have Anti-Takeover
Effects" below for more information about the Rights Agreement.
We have reserved for issuance 100,000 shares of Series A Junior
Participating Preferred Stock. The holders of shares of Series A Junior
Participating Preferred Stock are entitled to receive quarterly dividends as and
when declared by our board of directors in an amount equal to the greater of
$1.00 or 100 times the aggregate per share amount of all cash dividends or other
distributions declared on the common stock, subject to adjustment. Each share is
entitled to 100 votes, subject to adjustment, on all matters submitted to a vote
of our shareholders. On liquidation or dissolution, we cannot make a
distribution to the holders of shares of stock ranking junior to the Series A
Junior Participating Preferred Stock unless the holders of Series A Junior
Participating Preferred Stock have received $100 per share plus any accrued and
unpaid dividends and distributions, whether or not declared. If our company
enters into a consolidation, merger, combination or other transaction in which
shares of its common stock are exchanged for other securities or property, each
share of Series A Junior Participating Preferred Stock will additionally be
exchanged into an amount per share equal to 100 times the aggregate amount of
securities or property for which each share of common stock is exchanged. The
shares of Series A Preferred Stock are not redeemable.
CHARTER AND BYLAW PROVISIONS MAY HAVE ANTI-TAKEOVER EFFECTS
Our charter and bylaws contain provisions that may, together or
separately, have the effect of discouraging or making more difficult an
acquisition or change of control that might result in a premium price or
otherwise be in our best interest.
Our charter provides:
- The classification of our board of directors into three
classes, with each class of directors serving staggered terms
of three years.
- A director may be removed with or without cause by the vote of
the holders of at least sixty-seven percent of the shares of
the common stock entitled to vote.
- Shareholders do not have the ability to fill a vacancy on the
board of directors.
- The board of directors may consider the effects of a proposed
merger, exchange, tender offer or significant disposition of
assets on our employees, customers, suppliers and the
communities in which we operate.
- The affirmative vote of the holders of at least sixty-seven
percent of the shares of the common stock entitled to vote is
required to repeal, amend or adopt provisions inconsistent
with provisions in the charter or bylaws.
Our charter establishes a series of preferred stock, Series A Junior
Participating Preferred Stock, pursuant to the Rights Agreement adopted on
January 15, 1999. The Rights Agreement is intended to encourage potential
acquirers to negotiate with our board of directors and to discourage
11
<PAGE> 13
coercive, discriminatory and unfair proposals. It provides that each record
holder of our common stock, as of January 15, 1999, is entitled to purchase
shares of our common stock at a discounted price in the event any person or
group of persons exceeds predetermined ownership levels of our outstanding
common stock. Any person who exceeds the predetermined ownership levels,
however, is not entitled to purchase the common stock at a discount.
Furthermore, if we are acquired in a merger or other business combination
transaction after a person exceeds the predetermined ownership levels, each
record holder of our common stock, as of January 15, 1999, is entitled to
purchase shares of common stock of the acquiring company at a discount.
Our bylaws provide that for a shareholder to bring nominations of
persons for election to the board of directors or other business before an
annual meeting of shareholders, the shareholder must give written notice to our
corporate secretary between 120 and 150 days prior to the anniversary of the
date on which we first mailed our proxy statement to shareholders in connection
with the prior year's annual meeting of shareholders.
TENNESSEE LAW MAY HAVE ANTI-TAKEOVER EFFECTS
Tennessee law provides shareholders with protections against a hostile
takeover that may have anti-takeover effects. The Tennessee Business Corporation
Act contains the Tennessee Investor Protection Act, the Tennessee Control Share
Acquisition Act, the Tennessee Business Combination Act and the Tennessee
Greenmail Act. The Tennessee Investor Protection Act prohibits offerors from
making a takeover offer of a Tennessee corporation if the offeror beneficially
owns five percent or more of the equity securities of the Tennessee corporation.
The offeror may not make a takeover offer unless it has previously made a public
announcement of its intention with respect to changing or influencing the
management or control of the Tennessee corporation, has made a full, fair and
effective disclosure of this intention to the persons from whom the offeror
intends to acquire the securities and has filed with the Commissioner of
Commerce and Insurance and the Tennessee corporation a statement of the
intention. Additionally, an offeror may not make a takeover offer involving a
Tennessee corporation which is not made to the holders of record or beneficial
owners of the equity securities of the Tennessee corporation who reside in
Tennessee, or which is not made to Tennessee residents on substantially the same
terms as the offer is made to those holders or owners who reside outside of
Tennessee.
The Tennessee Control Share Acquisition Act provides that a person who
acquires "control shares" must, unless one of the identified exceptions applies,
obtain approval of a majority of the shareholders in order to vote the shares
that the acquiror acquires. The Tennessee Control Share Acquisition Act is not
applicable to our company because we have not yet elected to be covered by it.
We may, however, make this election, which must be expressed in the form of a
charter or bylaw provision, in the future.
The Tennessee Business Combination Act provides, among other things,
that any corporation to which it applies, including our company, shall not
engage in any "business combination" with an "interested shareholder" for a
period of five years following the date that the shareholder became an
interested shareholder unless prior to that date the board of directors of the
corporation approved either the business combination or the transaction which
resulted in the shareholder becoming an interested shareholder. Consummation of
a business combination that is subject to the five-year moratorium is permitted
after that period if the transaction complies with all applicable charter and
bylaw requirements and applicable Tennessee law and is approved by at least
two-thirds of the outstanding voting stock not beneficially owned by the
interested shareholder, or when the transaction meets the statutory fair price
criteria.
The Tennessee Greenmail Act prohibits a Tennessee corporation from
purchasing or agreeing to purchase any of its securities at a price in excess of
"market value" from a holder of three percent or more of any class of those
securities who has beneficially owned the securities for less than two
12
<PAGE> 14
years, unless the purchase has been approved by the affirmative vote of a
majority of the outstanding shares of each class of voting stock issued by the
corporation or the corporation makes an offer of at least equal value per share
to all holders of shares of the class.
OUR TRANSFER AGENT AND WARRANT AGENT
American Stock Transfer & Trust Company acts as the transfer agent and
registrar for our common stock and the warrant agent for our common stock
purchase warrants.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACTS LIABILITIES
Our charter and bylaws include provisions that indemnify, and upon
request advance expenses to, our officers and directors to the fullest extent
permissible under Tennessee law, with some exceptions.
The Tennessee Business Corporation Act provides that a corporation may
indemnify any of its directors and officers against liability incurred in
connection with a proceeding if
- the person acted in good faith;
- the director or officer reasonably believed, in the case of
conduct in an official capacity, that the conduct was in the
corporation's best interests, or, in all other cases, that the
conduct was not opposed to the best interests of the
corporation; and
- in connection with any criminal proceeding, the director or
officer had no reasonable cause to believe his conduct was
unlawful. In actions brought by or in the right of the
corporation, however, the Tennessee Business Corporation Act
provides that no indemnification may be made if the director
or officer is adjudged liable to the corporation.
In cases where the director or officer is wholly successful, on the
merits or otherwise, in the defense of any proceeding to which the director or
officer was a party because the director or officer is or was a director or
officer of the corporation, the corporation shall indemnify the director or
officer against reasonable expenses incurred in connection with the proceeding.
The indemnification provisions in our charter, bylaws and under the
Tennessee Business Corporation Act may be sufficiently broad to permit
indemnification of our directors and executive officers for liabilities arising
under the Securities Act of 1933. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of our company pursuant to the foregoing provisions, or
otherwise, our company has been advised that in the opinion of the SEC this
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.
LEGAL MATTERS
Waller Lansden Dortch & Davis, A Professional Limited Liability
Company, Nashville, Tennessee, will pass upon legal matters with respect to the
validity of the common stock offered for our company.
EXPERTS
The financial statements incorporated in this prospectus by reference
to the Annual Report on Form 10-KSB/A of Kyzen Corporation for the year ended
December 31, 1998, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
13
<PAGE> 15
=====================================================
TABLE OF CONTENTS
The Company.........................................2
Risk Factors .......................................3
Where You Can Find More Information.................7
Forward-Looking Statements..........................8
Use of Proceeds.....................................9
Plan of Distribution
and Description of Warrants.........................9
Description of Securities..........................10
Disclosure of Commission Position on
Indemnification for Securities Act Liabilities.....13
Legal Matters......................................14
Experts............................................14
=====================================================
=====================================================
1,980,000 SHARES OF
COMMON STOCK
AND
165,000 COMMON STOCK
PURCHASE WARRANTS
KYZEN CORPORATION
_______________
PROSPECTUS
_______________
____________, 1999
=====================================================
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses that we will pay in connection with this
offering are as follows:
SEC Registration Fee $ 586
Accounting Fees and Expenses $ 4,500
Legal Fees and Expenses $15,000
Miscellaneous Expenses $ 2,914
-------
Total $23,000
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our charter includes a provision that indemnifies, and upon request
advances expenses to, our officers and directors to the fullest extent
permissible under Tennessee law. The charter provides, however, that we will not
indemnify any officer or director (i) in any proceeding by our company against
the person; (ii) if a judgment or other final adjudication adverse to the person
establishes his liability for (A) any breach of the duty of loyalty to our
company or our shareholders, (B) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; or (iii) unlawful
distributions under section 48-18-304 of the Tennessee Business Corporation Act.
Our bylaws provide that we will indemnify and advance reasonable
expenses to a director or officer to the extent permitted under sections
48-18-502 and 48-18-504 of the Tennessee Business Corporation Act. We will
determine the entitlement to indemnification and advancement of expenses in
accordance with section 48-18-506 of the Tennessee Business Corporation Act.
The Tennessee Business Corporation Act provides that a corporation may
indemnify any of its directors and officers against liability incurred in
connection with a proceeding if (i) the person acted in good faith, (ii) the
director or officer reasonably believed, in the case of conduct in an official
capacity, that the conduct was in the corporation's best interests, or, in all
other cases, that the conduct was not opposed to the best interests of the
corporation and (iii) in connection with any criminal proceeding, the director
or officer had no reasonable cause to believe his conduct was unlawful. In
actions brought by or in the right of the corporation, however, the Tennessee
Business Corporation Act provides that no indemnification may be made if the
director or officer is adjudged liable to the corporation. In connection with
any proceeding charging improper personal benefit to a director or officer, no
indemnification may be made if the director or officer is adjudged liable on the
basis that the personal benefit was improperly received. In cases where the
director or officer is wholly successful, on the merits or otherwise, in the
defense of any proceeding to which the director or officer was a party because
the director or officer is or was a director or officer of a corporation, the
corporation shall indemnify the director or officer against reasonable expenses
incurred in connection with the proceeding. Notwithstanding the foregoing, the
Tennessee Business Corporation Act provides that a court of competent
jurisdiction, upon application, may order that a director or officer be
indemnified for reasonable expenses if, in consideration of all relevant
circumstances, the court determines that the individual is fairly and reasonably
entitled to indemnification, even if the director or officer (i) was adjudged
liable to the corporation in a proceeding by or in right of the corporation,
(ii) was adjudged liable on the basis that personal benefit was improperly
received, or (iii) breached his or her duty of care to the corporation. A
corporation may pay for or reimburse the reasonable expenses incurred by a
director who is a party to a proceeding in advance of final disposition of the
proceeding if (i) the director furnishes the corporation a written affirmation
of his good faith belief that he met the above standard of conduct so that the
corporation may indemnify
<PAGE> 17
the director, (ii) the director furnishes a written undertaking, executed
personally or on his behalf, to repay the advance if it is ultimately determined
that he did not meet the standard of conduct, and (iii) a determination is made
that the facts then known to those making the determination would not preclude
indemnification. A corporation may purchase and maintain insurance on behalf of
a person who is or was a director or officer, or who, while serving as a
director or officer, is or was serving at the request of the corporation as a
director or officer, against liability asserted against or incurred by him in
that capacity or arising from his status as a director or officer, whether or
not the corporation would have power to indemnify him against the same
liability.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4.1 Warrant Agreement between Kyzen Corporation and American Stock
Transfer & Trust Company dated August 3, 1995 (1)
4.2 Rights Agreement between Kyzen Corporation and American Stock
Transfer & Trust Company dated January 15, 1999 (2)
4.3 Amended and Restated Charter*
4.4 Amended and Restated Bylaws*
4.5 Specimen of Common Stock Certificate
4.6 Specimen of Warrant Certificate
4.7 Warrant and Registration Rights Agreement by and among Kyzen
Corporation, Paulson Investment Company, Inc., Nutmeg Securities,
Ltd. and La Jolla Securities Corporation dated August 3, 1995 (3)
5 Opinion of Waller Lansden Dortch & Davis, A Professional Limited
Liability Company, regarding the legality of the securities being
registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Waller Lansden Dortch & Davis, A Professional Limited
Liability Company (included in Exhibit 5)
</TABLE>
- ------------------
* Previously filed.
(1) Incorporated by reference to Exhibit 10.20 to the Registrant's
Registration Statement on Form SB-2 (No. 33-91854-A) filed with the SEC
on May 3, 1995.
(2) Incorporated by reference to Exhibit 1 to the Registrant's Registration
Statement on Form 8-A filed with the SEC on January 15, 1999.
(3) Incorporated by reference to Exhibit 1.2 to the Registrant's
Registration Statement on Form SB-2 (No. 33-91854-A) filed with the
SEC on May 3, 1995.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) (Sec. 230.424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
II-2
<PAGE> 18
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) Include any additional or changed material information
on the plan of distribution.
(2) That, for the purpose of determining liability under the Securities
Act of 1933, each post-effective amendment shall be deemed a new registration
statement of the securities offered, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering.
(3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the small business issuer of expenses
incurred or paid by a director, officer or controlling person of the small
business issuer 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 small business issuer 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.
(5) For purposes of determining any liability under the Securities Act
of 1933, 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 small business issuer under Rule 424(b)(1), or (4) or
497(h) under the Securities Act of 1933 shall be deemed to be part of this
registration statement as of the time the Securities and Exchange Commission
declared it effective.
(6) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement for the securities offered in
the registration statement, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering.
II-3
<PAGE> 19
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 city of Nashville, state of Tennessee, on July 28, 1999.
KYZEN CORPORATION
By: /s/ Kyle J. Doyel
-------------------------------------
Kyle J. Doyel
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
* Chairman of the Board, Vice President July 28, 1999
- --------------------------------- and Director
Michael L. Bixenman
* President, Chief Executive Officer July 28, 1999
- --------------------------------- and Director
Kyle J. Doyel
* Vice President, Treasurer, Chief July 28, 1999
- --------------------------------- Accounting Officer and Director
Thomas M. Forsythe
* Vice President and Secretary July 28, 1999
- ---------------------------------
Thomas J. Herrmann
* Director July 28, 1999
- ---------------------------------
Janet Korte Baker
* Director July 28, 1999
- ---------------------------------
John A. Davis III
* Director July 28, 1999
- ---------------------------------
James A. Gordon
* By: /s/ Kyle J. Doyel
----------------------------
Kyle J. Doyel
Attorney-in-fact
</TABLE>
II-4
<PAGE> 20
EXHIBIT INDEX AND EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
4.1 Warrant Agreement between Kyzen Corporation and American Stock
Transfer & Trust Company dated August 3, 1995 (1)
4.2 Rights Agreement between Kyzen Corporation and American Stock
Transfer & Trust Company dated January 15, 1999 (2)
4.3 Amended and Restated Charter*
4.4 Amended and Restated Bylaws*
4.5 Specimen of Common Stock Certificate
4.6 Specimen of Warrant Certificate
4.7 Warrant and Registration Rights Agreement by and among Kyzen
Corporation, Paulson Investment Company, Inc., Nutmeg Securities,
Ltd. and La Jolla Securities Corporation dated August 3, 1995 (3)
5 Opinion of Waller Lansden Dortch & Davis, A Professional Limited
Liability Company, regarding the legality of the securities being
registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Waller Lansden Dortch & Davis, A Professional Limited
Liability Company (included in Exhibit 5)
</TABLE>
- ------------------
* Previously filed.
(1) Incorporated by reference to Exhibit 10.20 to the Registrant's
Registration Statement on Form SB-2 (No. 33-91854-A) filed with the SEC
on May 3, 1995.
(2) Incorporated by reference to Exhibit 1 to the Registrant's Registration
Statement on Form 8-A filed with the SEC on January 15, 1999.
(3) Incorporated by reference to EXhibit 1.2 to the Registrant's
Registration Statement on Form SB-2 (No. 33-91854-A) filed with the
SEC on May 3, 1995.
II-5
<PAGE> 1
EXHIBIT 4.5
Specimen of Common Stock Certificate
NUMBER KYZEN CORPORATION (LOGO) SHARES
KZ
INCORPORATED UNDER THE LAWS OF THE STATE OF UTAH
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 501596 10 0
- --------------------------------------------------------------------------------
THIS IS TO CERTIFY that
is the owner of
- --------------------------------------------------------------------------------
FULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS A COMMON STOCK,
PAR VALUE OF ONE CENT ($0.01) EACH, OF
KYZEN CORPORATION
(CERTIFICATE OF STOCK)
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized Attorney upon surrender of this Certificate properly
endorsed. This Certificate and the shares represented hereby are issued and
shall be held subject to all of the provisions of the Certificate of
Incorporation of the Corporation By-Laws and all Amendments thereto, to all of
which the holder by acceptance hereof, assents.
This Certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
(THE STATE OF INCORPORATION CHANGED TO TENNESSEE)
(THIS CERTIFICATE HAS BEEN CHANGED TO REPRESENT COMMON STOCK)
Dated
/s/ Michael L. Bixamen (KYZEN CORPORATION UTAH) /s/
(CORPORATE SEAL)
VICE PRESIDENT PRESIDENT
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(NEW YORK, NEW YORK) TRANSFER AGENT
BY AND REGISTRAR
AUTHORIZED SIGNATURE
<PAGE> 2
This certificate also evidences and entitles the holder hereof to certain
rights as set forth in that certain Rights Agreement between Kyzen Corporation
and American Stock Transfer & Trust Company, dated as of January 15, 1999, as
it may be amended from time to time (the "Agreement"), the terms of which are
hereby incorporated herein by reference and a copy of which is on file at the
principal executive offices of Kyzen Corporation. Under certain circumstances,
as set forth in the Agreement, such Rights (as defined in the Agreement) will
be evidenced by separate certificates and will no longer be evidenced by this
certificate. Kyzen Corporation will mail to the holder of this certificate a
copy of the Agreement without charge after receipt of a written request
therefor. As set forth in the Agreement, Rights beneficially owned by an Person
(as defined in the Agreement) who becomes an Acquiring Person (as defined in
the Agreement) become null and void.
KYZEN CORPORATION
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - ______ Custodian _______
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act ____________
in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For Value Received, __________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ----------------------------------------------
| |
| |
- ----------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
_________________________________________________________________________ Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated ________________________
------------------------------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED:
-------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.
<PAGE> 1
EXHIBIT 4.6
Specimen of Warrant Certificate
NUMBER (KYZEN LOGO) WARRANTS
W KYZEN FOR THE PURCHASE
CORPORATION OF SHARES OF
CLASS A COMMON
STOCK
REDEEMABLE CLASS A COMMON STOCK PURCHASE WARRANT
CUSIP 501596 11 8
VOID AFTER AUGUST 4, 2000
- --------------------------------------------------------------------------------
THIS CERTIFIES that
- --------------------------------------------------------------------------------
is entitled to purchase from KYZEN CORPORATION, a Utah corporation (hereinafter
called the "Company") upon the surrender of this Warrant to the Company at the
principal office of the Warrant Agent hereinafter mentioned (or of its successor
as Warrant Agent), provided, and only if, this Warrant shall be surrendered at
any time on and after February 4, 1996 and before the close of business on
August 4, 2000, the number of fully paid and nonassessable shares of Class A
Common Stock, par value $.01 per share ("Class A Common Stock"), set forth
above, evidenced by a certificate therefor, upon payment of the Warrant Price
for the number of shares in respect of which this Warrant is exercised;
provided, however, that under certain conditions set forth in the Warrant
Agreement hereinafter mentioned, the number of shares of Class A Common Stock
which may become purchasable pursuant to this Warrant may be adjusted, or
property other than shares of Class A Common Stock may become purchasable
pursuant to this Warrant. The Warrant Price at which the Class A Common Stock
shall be purchasable upon the exercise of Warrants shall be $5.00 per share
payable upon the exercise of this Warrant, either in cash or by certified or
official bank check, in United States dollars, to the order of the Warrant
Agent. No adjustment shall be made for any dividends on any shares of stock
issuable upon exercise of this Warrant and no fractional shares shall be issued.
The right of purchase represented by this Warrant is exercisable, at the
election of the registered holder hereof, either as an entirety or from time to
time for part only of the shares specified herein and, in the event that this
Warrant is exercised in respect of less than all of such shares, a new Warrant
for the remaining number of such shares will be issued on such surrender.
The Warrant is issued under, and the rights represented hereby are subject
to the terms and provisions contained in a Warrant Agreement dated as of August
3, 1995, between the Company and American Stock Transfer & Trust Company, a
Warrant Agent, to all the terms and provisions of which the registered holder of
this Warrant, by acceptance hereof, assents. Reference is hereby made to said
Warrant Agreement for a more complete statement of the rights and limitations of
rights of the registered holder hereof, the rights and duties of the Warrant
Agent and the rights and obligations of the Company thereunder. Copies of said
Warrant Agreement are on file at the office of said Warrant Agent. The Company
shall not be required upon the exercise of this Warrant to issue fractions of
shares, but shall make adjustment therefor in cash or, at its option, shall
issue scrip in lieu thereof, all as provided in said Warrant Agreement.
This Warrant may be redeemed by the Company, at its option, at any time on
or after February 4, 1996 on thirty days' prior written notice, at $0.05 per
Warrant, if either the closing price of the Class A Common Stock on the Boston
Stock Exchange or the closing bid quotation of the Class A Common Stock on the
NASDAQ Small Cap Market has equalled or exceeded $7.50 for ten consecutive
trading days. The redemption price is subject to adjustment based on adjustments
to the Warrant Price. This Warrant may not be exercised after the close of
business on the day preceding the redemption date.
The Warrant is transferable at the office of the Warrant Agent (or its
successor as warrant agent) by the registered holder hereof in person or by
attorney duly authorized in writing, but only in the manner and subject to the
limitations provided in the Warrant Agreement, and upon surrender of this
Warrant. Upon any such transfer, a new Warrant or new Warrants of different
denominations, of like tenor and representing in the aggregate the right to
purchase a like number of shares of Class A Common Stock will be issued to the
transferee in exchange for this Warrant.
This Warrant and similar Warrants when surrendered at the office of the
Warrant Agent (or its successor as warrant agent) by the registered holder in
person or by attorney duly authorized in writing may be exchanged, in the manner
and subject to the limitations provided in the Warrant Agreement, for another
Warrant, or other Warrants of different denominations, of like tenor and
representing in the aggregate the right to purchase a like number of shares of
Class A Common Stock.
This Warrant may be exercised only if a current prospectus relating to the
Class A Common Stock is then in effect and only if the shares of Class A Common
Stock are qualified for sale under the securities law of the state or states in
which the Warrantholder resides.
If this Warrant shall be surrendered for exercise within any period during
which the transfer books for the Class A Common Stock or other class of stock
purchasable upon the exercise of this Warrant are closed for any purpose, the
Company shall not be required to make delivery of certificates for shares
purchasable upon such exercise until the date of the reopening of said transfer
books.
This Warrant shall not be valid unless countersigned by the Warrant Agent.
IN WITNESS WHEREOF, Kyzen Corporation has caused to be printed herein the
facsimile signature of its President as of the date written above.
(THIS WARRANT HAS BEEN CHANGED TO REDEEMABLE COMMON STOCK PURCHASE WARRANT)
(THE EXPIRATION DATE OF THIS WARRANT HAS BEEN EXTENDED TO AUGUST 4, 2002)
(THE STATE OF INCORPORATION CHANGED TO TENNESSEE)
Dated:
KYZEN CORPORATION
ATTEST:
(KYZEN CORPORATION UTAH) By:
(CORPORATE SEAL)
/s/ Michael L. Bixannen /s/
VICE PRESIDENT PRESIDENT
Countersigned:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(New York, New York) Warrant Agent
By:
Authorized Signature
<PAGE> 2
ELECTION TO PURCHASE
(TO BE EXECUTED UPON EXERCISE OF WARRANT)
The undersigned hereby irrevocably elects to exercise Warrants, represented
by this Warrant Certificate, to purchase _____ shares of Class A Common Stock
("Class A Common Stock") of Kyzen Corporation (the "Company") and herewith
tenders $______ in payment for such shares and any applicable taxes payable by
the undersigned in cash or a certified or official bank check payable to the
order of the Company in accordance with the terms hereof.
The undersigned requests that a certificate for such shares be registered
in the name of:
_______________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF PERSON IN WHOSE
NAME SHARES ARE TO BE REGISTERED
_______________________________________________________________________________
whose address is ______________________________________________________________
_______________________________________________________________________________
and that such certificate shall be delivered to
_______________________________________________________________________________
whose address is ______________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
If the specified number of shares is less than all of the shares represented by
this Warrant Certificate, the undersigned requests that a new Warrant
Certificate representing the right to purchase the remaining balance of the
shares be registered in the name of
________________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF PERSON IN WHOSE
NAME WARRANT CERTIFICATE IS TO BE REGISTERED
________________________________________________________________________________
whose address is _______________________________________________________________
________________________________________________________________________________
DATED: ______________________, 19 ______
Signature Guaranteed:
________________________________________________________________________________
(Required if an assignment of shares acquired on exercise or an assignment of
Warrants remaining after exercise is made upon exercise. The signature must be
guaranteed by a duly authorized officer of a commercial bank or trust company in
the United States or member of a registered national securities exchange.)
Signature:
_____________________________________________________________________________
(Signature must correspond with the name as written upon the face of this
Warrant Certificate in every particular, without alteration or enlargement or
any change whatsoever.)
ASSIGNMENT
(To be executed by the registered holder if such holder desires to
transfer this Warrant Certificate)
FOR VALUE RECEIVED ___________________________ hereby sells, assigns and
transfers ___________ Warrants unto _________________________________________
______________________________________________________________________________
______________________________________________________________________________
(PLEASE PRINT NAME AND ADDRESS OF ASSIGNEE)
together with all right, title and interest therein, and does hereby
irrevocably constitute and appoint
______________________________________________________________________ Attorney
to transfer said Warrants on the books of the within-named Company, with
full power of substitution.
If said number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, a new Warrant Certificate shall be issued in the name of
and delivered to the undersigned for such portion of the Warrants not so sold,
assigned or transferred.
DATED: _____________________________________________________________
____________________________________________________________________
(Insert Social Security or Tax Identification Number of Assignee)
Signature Guaranteed:
________________________________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
Signature:
________________________________________________________________________________
(Signature must conform in all respects to name of holder as specified on the
face of this certificate, in every particular, without alteration or
enlargement or any change whatever.)
<PAGE> 1
EXHIBIT 5
WALLER LANSDEN DORTCH & DAVIS
A PROFESSIONAL LIMITED LIABILITY COMPANY
NASHVILLE CITY CENTER
511 UNION STREET, SUITE 2100
POST OFFICE BOX 198966
NASHVILLE, TENNESSEE 37219-8966
(615)244-6380
FACSIMILES
(615)244-6804
(615)244-5686
August 2, 1999
Kyzen Corporation
430 Harding Industrial Drive
Nashville, TN 37211
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Kyzen Corporation, a Tennessee corporation
(the "Company"), in connection with a registration statement on Form S-3 and
Amendment No. 1 thereto (collectively, the "Registration Statement"), filed by
the Company with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), relating to the registration
of 1,980,000 shares of common stock, $.01 par value per share (the "Common
Shares"), and 165,000 common stock purchase warrants (the "Stock Warrants").
From time to time, the Company may offer and sell up to 1,650,000 of the Common
Shares in connection with the exercise of common stock purchase warrants issued
under the Warrant Agreement between the Company and American Stock Transfer &
Trust Company dated August 3, 1995 (the "Warrant Agreement"), as described in
the prospectus which forms a part of the Registration Statement (the
"Prospectus"). From time to time, the Company may also offer and sell up to an
additional 165,000 of the Common Shares and up to 165,000 Stock Warrants in
connection with the exercise of underwriter warrants to purchase common stock
units (the "Underwriter Warrants") issuable under the Warrant and Registration
Rights Agreement dated August 3, 1995 (the "Registration Rights Agreement"), as
described in the Prospectus. Additionally, from time to time, the Company may
offer and sell up to 165,000 of the Common Shares in connection with the
exercise of the Stock Warrants issuable under the Registration Rights Agreement,
as described in the Prospectus.
This opinion letter is furnished to you at your request to enable you
to fulfill the requirements of Item 601(b)(5) of Regulation S-B, 17 C.F.R. ss.
228.601(b)(5), in connection with the Registration Statement.
In connection with this opinion, we have examined and relied upon such
records, documents and other instruments as in our judgment are necessary or
appropriate in order to express the opinions hereinafter set forth and have
assumed the genuineness of all signatures, the legal capacity of all natural
persons, the accuracy and completeness of all documents submitted to us, the
authenticity of all documents submitted to us as originals, and the conformity
to original documents of all documents submitted to us as certified or
photostatic copies.
In rendering the following opinion, we state that we are not admitted
to practice in any state other than the State of Tennessee, and we express no
opinion
<PAGE> 2
Kyzen Corporation
August 2, 1999
Page 2
as to the laws of any jurisdiction other than the State of Tennessee and the
Federal law of the United States to the extent specifically referred to herein.
Based upon, subject to and limited by the foregoing, we are of the
opinion that, as of the date hereof, when the Registration Statement has become
effective under the Act and upon issuance and delivery of the Common Shares and
the Stock Warrants against payment therefor in accordance with the terms of the
Warrant Agreement as contemplated by the Registration Statement and the
Prospectus, the Common Shares and the Stock Warrants will be duly authorized and
validly issued, fully paid and non-assessable by the Company.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the date of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing of Amendment No. 1 to
the Registration Statement on the date of this opinion letter and should not be
quoted in whole or in part or otherwise be referred to, nor filed with or
furnished to any governmental agency or other person or entity, without the
prior written consent of this firm.
We hereby consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement and further consent to the reference to this firm
under the caption "Legal Matters" in the Prospectus constituting a part of the
Registration Statement. In giving this consent, we do not thereby admit that
this firm is an "expert" within the meaning of the Act.
Very truly yours,
/s/ Waller Lansden Dortch & Davis, PLLC
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated January 22, 1999 relating
to the financial statements, which appears in Kyzen Corporation's Annual Report
on Form 10-KSB/A for the year ended December 31, 1998. We also consent to the
reference to us under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Nashville, TN
August 2, 1999
