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As Filed with Securities and Exchange Commission on May 1, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ROMTECH, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2694937
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2000 Cabot Boulevard
Suite 110
Langhorne, Pennsylvania 19047
(215) 750-6606
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
Joseph A. Falsetti
Chairman and Chief Executive Officer
RomTech, Inc.
2000 Cabot Boulevard
Suite 110
Langhorne, PA 19047
(215) 750-6606
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Ellen Pulver Flatt, Esquire
McCausland, Keen & Buckman
Radnor Court, Suite 160
259 Radnor-Chester Road
Radnor, PA 19087
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are to be 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. |_|
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
____________________________________________________________________________________________________________________________
Proposed
Maximum Proposed Maximum
Title of Shares Amount to be Aggregate Price Aggregate Offering Amount of
to be Registered Registered (1) Per Unit (2) Price Registration Fee
____________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock 1,436,097 $4.1875 $6,013,656.10 $1,822.32
____________________________________________________________________________________________________________________________
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(1) This Registration Statement covers shares owned by certain selling
shareholders which shares may be offered from time to time by the
selling shareholders. The number of shares registered includes a good
faith estimate of the maximum number of shares issuable upon conversion
of Registrant's Class Two Convertible Preferred Stock and Class Three
Convertible Preferred Stock, which number of shares is presently an
indeterminate number and which may be adjusted in accordance with Rule
416.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457 based upon the average of the bid and asked price
of Registrant's Common Stock on April 25,1997 on the Nasdaq SmallCap
Market.
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION DATED MAY 1, 1997
PROSPECTUS
ROMTECH, INC.
1,436,097 shares of Common Stock
Up to 1,436,097 shares (the "Shares") of Common Stock, no par value
(the "Common Stock"), of RomTech, Inc., a Pennsylvania corporation ("RomTech" or
the "Company"), may be offered from time to time under this prospectus by the
selling shareholders listed herein under "Selling Shareholders" (collectively,
the "Selling Shareholders"). This prospectus shall also cover an additional
indeterminate number of shares of Common Stock issuable upon conversion of the
Company's Class Three Convertible Preferred Stock, which number is based upon
fluctuating market prices. RomTech shall pay all expenses incident to the
registration of the Common Stock, including, without limitation, the filing of
this Registration Statement, including all registration and filing fees, fees
and expenses of compliance with state securities or "blue sky" laws, printing
expenses, messenger and delivery expenses, fees and disbursements of counsel for
the Company and all independent certified public accountants retained by the
Company. Each Selling Shareholder shall pay all expenses relating to the sale of
the Shares including any commissions, discounts or other fees payable to
broker-dealers and any attorney fees or other expenses incurred by such Selling
Shareholder. RomTech will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders. RomTech will receive the proceeds from the
issuance of Shares to the Selling Shareholders upon exercise of certain
warrants, which will be used for general working capital purposes.
The Selling Shareholders have not advised RomTech of any specific plans
for the distribution of the Shares covered by this Prospectus, but it is
anticipated that the Shares will be sold from time to time primarily in
transactions (which may include block transactions) in the Nasdaq SmallCap
Market at the market price then prevailing, although sales may also be made in
negotiated transactions or otherwise. The Selling Shareholders and the brokers
and dealers through whom sales of the Shares may be made may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), and their commissions or discounts and other compensation may
be regarded as underwriters' compensation. See "Plan of Distribution."
The Company's Common Stock is traded on the Nasdaq SmallCap Market
under the symbol "ROMT". The average of the bid and asked price of the Common
Stock as reported by the Nasdaq SmallCap Market on April 25, 1997 was $4.1875
per share.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE RISK FACTORS
BEGINNING ON PAGE 3.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE DATE OF THIS PROSPECTUS IS MAY , 1997
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AVAILABLE INFORMATION
RomTech has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act (the
"Registration Statement") with respect to the registration of RomTech Common
Stock owned by the Selling Shareholders. This Prospectus constitutes a part of
the Registration Statement and, in accordance with the rules of the Commission,
omits certain of the information contained in the Registration Statement. For
such information, reference is made to the Registration Statement and the
exhibits thereto.
RomTech is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. The Registration Statement, as well as such reports, proxy
statements and other information, can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth Street
N.W., Washington, D.C. 20549, and at the Commission's regional offices at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and at Seven World Trade Center, Suite 1300, New York, New York
10048. Copies of such material also can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. Such materials and other information concerning RomTech are
also filed electronically with the Commission and are accessible via the
Worldwide Web at http://www.sec.gov.
The Company's Common Stock is traded on the Nasdaq SmallCap Market
under the symbol "ROMT." Reports, proxy statements and other information
concerning the Company will also be available for inspection at the offices of
the National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
hereby incorporated by reference into this Prospectus and made a part hereof:
(i) the Company's Annual Report on Form 10-KSB for the year ended June 30, 1996;
(ii) the Quarterly Reports on Form 10-QSB for the quarters ended September 30,
1996 and December 31, 1996; (iii) the Company's Definitive Proxy Statement in
connection with its 1996 Annual Meeting of Shareholders; (iv) the Current Report
on Form 8-K dated November 22, 1996; (v) the Current Report on Form 8-K dated
February 4, 1997; and (vi) the Current Report on Form 8-K dated April 9, 1997.
All documents filed by RomTech pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing thereof. Any statement contained herein or in any document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall
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not be deemed to constitute a part of this Prospectus, except as so modified
or superseded.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner to whom a copy of this Prospectus has been
delivered, upon written or oral request of such person, a copy of any or all of
the information that has been incorporated by reference in this Prospectus (not
including exhibits to such information unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates). Written or oral requests for such copies should be directed to
RomTech, Inc., 2000 Cabot Boulevard, Suite 110, Langhorne, Pennsylvania 19047,
Attention: Joyce Falsetti, Secretary, telephone (215) 750-6606.
FORWARD-LOOKING STATEMENTS
This Registration Statement contains certain forward-looking statements
which involve risks and uncertainties that could cause actual results to differ
materially from those anticipated, including, without limitation, economic and
competitive conditions in the software business affecting the demand for the
Company's products, the Company's need for additional funds, the development,
market acceptance and timing of new products, access to distribution channels
and the renewal of licenses for key software products.
THE COMPANY
RomTech develops, publishes, markets and resells a diversified line of
personal computer software for consumer, educational and business applications.
The Company offers software titles and personal productivity application
products in the education, astronomy and business application markets for use at
home and in the office. The Company's product line enables it to serve customers
who are seeking a broad range of high-quality software titles and personal
productivity application software products. RomTech is a Pennsylvania
corporation that was organized in July 1992. RomTech's principal executive
offices are located at 2000 Cabot Boulevard, Suite 110, Langhorne, PA 19047, and
its telephone number is (215) 750-6606.
RISK FACTORS
The following factors should be considered carefully in evaluating the
Company and its business.
Early Stage Company; Multimedia Software Business; Losses. The Company
commenced operations in July 1992. The Company has experienced losses since
inception. The accumulated deficit for the Company through June 30, 1996 and
December 31, 1996 is $5,655,004 and $6,246,640, respectively. The Company's
operations to date have been funded primarily through proceeds from the
Company's initial public offering of common stock in October 1995 and through
the sale in private offerings of preferred stock and common stock warrants in
November 1996 and April 1997. The Company's operations are subject to all of the
risks inherent in the development of an early stage business, particularly in a
highly competitive industry, including, but not limited to, development,
production and marketing difficulties, competition and unanticipated costs and
expenses. The Company's future success will depend upon its ability to increase
revenues from the
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development and marketing of its current and future software products. The
development of multimedia software products, which combine text, sound, high
quality graphics, images and video, is difficult and time consuming, requiring
the coordinated participation of various technical and marketing personnel.
Other factors affecting the Company's future success include, but are not
limited to, the ability of the Company to overcome problems and delays in
product development, market acceptance of products and successful implementation
of sales and marketing programs. There can be no assurance that the Company will
successfully develop a sustainable multimedia or personal productivity software
business and achieve profitability.
Management of Growth. The Company's ability to manage growth
effectively will depend on its ability to improve and expand its operations,
including its financial and management information systems, and to recruit,
train and manage additional sales, software development and administrative
personnel. There can be no assurance that management will be able to manage
growth effectively, or that it will be able to recruit and retain such
personnel, and the failure to do either will have a material adverse effect on
the Company.
Need for Additional Funds. The Company's future capital requirements
will depend on many factors, including cash flow from operations, continued
progress in its software development program, competing technological and market
developments and the Company's ability to market its products successfully. If
the Company is not able to increase cash flow from operations to a level
sufficient to support continued growth of its business, the Company may require
additional funds to sustain and expand its product development activities.
Adequate funds for these purposes may not be available or may be available only
on terms that would result in significant dilution or otherwise be unfavorable
to existing shareholders. If the Company is unable to secure additional funding,
or if the Company is unable to obtain adequate funds from operations or external
sources when required, the Company's inability to do so would have a material
adverse effect on the long-term viability of the Company.
Shares Eligible for Future Sale. Shares of a substantial number of the
Company's Common Stock in the public market could adversely affect the market
price for the Common Stock. Of the 6,524,699 shares of Common Stock outstanding
on March 31, 1997, approximately 4,974,699 shares are "restricted securities"
which may be sold publicly pursuant to an effective registration statement under
the Securities Act or in reliance upon an applicable exemption from the
registration requirements of the Securities Act. Of the 4,974,699 shares of
restricted securities, 634,667 shares have been registered pursuant to a
registration statement on Form S-3, 7,000 shares are subject to piggyback
registration rights and 4,043,461 shares are presently eligible for sale under
Rule 144 promulgated under the Securities Act. As of March 31, 1997, options and
warrants to purchase 1,181,348 shares of Common Stock were outstanding and were
exercisable within 60 days of March 31, 1997, of which 647,385 were immediately
exercisable, and 1,000,000 shares of Class One Convertible Preferred Stock
("Class One Preferred Stock") were convertible into 303,030 shares of Common
Stock beginning on October 17, 1997. Shares issuable upon the exercise of these
options and warrants and upon conversion of the Class One Preferred Stock will
be eligible for sale pursuant to an effective registration statement or in
reliance upon an applicable exemption from the registration requirements of the
Securities Act.
Recent Sales of Securities. On January 30, 1997, the Company completed
a private
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placement to accredited investors of 1,271,340 shares of Class Two Convertible
Preferred Stock (the "Class Two Preferred Stock") and 355,975 Common Stock
Warrants (the "Warrants") which entitle the holders to purchase 355,975 shares
of the Company's Common Stock. The Class Two Preferred Stock is convertible
beginning six months following the date of issuance into shares of Common Stock
equal to the number of shares of Class Two Preferred Stock surrendered for
conversion divided by the conversion price, which will be the lower of (i) $3.97
or (ii) ninety percent (90%) of the average of the closing bid price of the
Company's Common Stock for the ten (10) business days immediately preceding the
date on which the Securities and Exchange Commission declares effective the
registration statement of which this Prospectus is a part.
On April 22, 1997, the Company completed a private placement to
accredited investors of 1,250,000 shares of Class Three Convertible Preferred
Stock (the "Class Three Preferred Stock") and 62,500 Common Stock Warrants
(the "Class Three Warrants") to purchase 62,500 shares of the Company's Common
Stock. One-half of the Class Three Preferred Stock is convertible at the option
of the holder beginning five days following the date that the SEC declares
effective the registration statement of which this Prospectus is a part (the
"First Conversion Date"). The remaining one-half of the Class Three Preferred
Stock will become convertible thirty days after the First Conversion Date. The
conversion price per share (the "Conversion Price") for the Class Three
Preferred Stock will range from a high of 80% of the average closing bid price
of the Company's Common Stock (the "Average Quoted Price") for the five (5)
trading days immediately preceding the date of conversion to a low of 70% of the
Average Quoted Price for the five (5) trading days immediately preceding the
date of conversion; provided that the Conversion Price will not exceed $5.95 or
be less than $.66.
The issuance of the Class Three Preferred Stock has resulted in
anti-dilution adjustments to the Company's Class Two Preferred Stock in
accordance with the terms of the Class Two Preferred Stock. The aforementioned
sales of securities may result in significant dilution to the current holders of
Common Stock. In addition, due to specific accounting guidance recently
promulgated by the SEC, the Company's loss per share will be negatively
impacted since certain securities issued by the Company contain "in the
money" conversion features that will be accounted for in a manner similar to a
preferred stock dividend.
Rapid Technological Change; Product Development. The market for the
Company's products is characterized by rapid technological developments,
evolving industry standards, swift changes in customer requirements and frequent
new product introductions and enhancements. The Company's continued success will
be dependent upon its ability to continue to enhance its existing products,
develop and introduce in a timely manner new products incorporating
technological advances and respond to customer requirements. To the extent one
or more of the Company's competitors introduce products that more fully address
customer requirements, the Company's business could be adversely affected. There
can be no assurance that the Company will be successful in developing and
marketing enhancements to its existing products or new products on a timely
basis or that any new or enhanced products will adequately address the changing
needs of the marketplace. If the Company is unable to develop and introduce new
products or enhancements to existing products in a timely manner in response to
changing market conditions or customer requirements, the Company's business and
operating results could be adversely affected. From time to time, the Company or
its competitors may announce new products, capabilities or technologies that
have the potential to replace or shorten the life cycles of the Company's
existing products. There can be no assurance that announcements of currently
planned or other new products will not cause customers
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to delay their purchasing decisions in anticipation of such products, which
could have a material adverse effect on the Company's business and operating
results.
Uncertainty of Future Operating Results; Fluctuations in Quarterly
Operating Results. Historical results of the Company's operating results should
not necessarily be considered indicative of future growth, or of future
operating results. Future operating results will depend upon many factors,
including the demand for the Company's products, the level of product and price
competition, the length of the Company's sales cycle, seasonality of individual
customer buying patterns, the size and timing of new product introductions and
product enhancements by the Company and its competitors, the mix of sales by
products, services and distribution channels, levels of international sales,
acquisitions by competitors, changes in foreign currency exchange rates, the
ability of the Company to develop and market new products and control costs, and
general domestic and international economic and political conditions. As a
result of these factors, revenues and operating results for any quarter are
subject to variation and the Company believes that period-to-period comparisons
of its results of operations are not necessarily meaningful until a
representative historical time period is established and should not be relied
upon as indications of future performance.
Competition. The markets for personal computer software for consumer,
educational and business applications are highly competitive, particularly at
the retail shelf level where a rapidly increasing number of software titles are
competing for the same amount of shelf space. There are certain competitors of
the Company with substantially greater sales, marketing, development and
financial resources. The Company believes that the competitive factors affecting
the market for its products and services include the traditional attributes used
in determining a product's value such as: vendor and product reputation; product
quality, performance and price; the availability of products on multiple
platforms; product salability; product integration with other enterprise
applications; product functionality and features; product ease-of-use; and the
quality of customer support services and training. The relative importance of
each of these factors depends upon the specific customer involved and while the
Company believes it competes favorably in each of these areas, there can be no
assurance that it will continue to do so. Moreover, the Company's present or
future competitors may be able to develop products comparable or superior to
those offered by the Company, offer lower price products or adapt more quickly
than the Company to new technologies or evolving customer requirements.
Competition is expected to intensify. In order to be successful in the future,
the Company must respond to technological change, customer requirements and
competitors' current products and innovations. There can be no assurance that it
will be able to continue to compete effectively in its market or that future
competition will not have a material adverse effect on its business operating
results and financial condition.
Software Technology and Other Proprietary Rights. The Company's success
depends in part on its ability to protect its proprietary rights to the
technologies and concepts used in its principal products. The Company relies on
a combination of copyrights, trademarks, trade secrets, confidentiality
procedures and contractual provisions to protect its proprietary rights. There
can be no assurance that the Company's existing or future copyrights,
trademarks, trade secrets or other intellectual property rights will be of
sufficient scope or strength to provide meaningful protection
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or commercial advantage to the Company. The Company has no software patents.
Also, in selling certain of its products, the Company relies on "shrink wrap"
licenses that are not signed by licensees and, therefore, may be unenforceable
under the laws of certain jurisdictions. In addition, the laws of some foreign
countries do not protect the Company's proprietary rights to the same extent as
do the laws of the United States. There can be no assurance that such factors
would not have a material adverse effect on the Company's business or operating
results. The Company may from time to time be notified that it is infringing
certain patent or intellectual property rights of others. Combinations of
technology acquired through past or future acquisitions and the Company's
technology will create new products and technology which may give rise to claims
of infringement. While no actions are currently pending against the Company for
infringement of patent or other proprietary rights of third parties, there can
be no assurance that third parties will not initiate infringement actions
against the Company in the future. Any such action could result in substantial
cost to and diversion of resources of the Company. If the Company were found to
infringe upon the rights of others, no assurance can be given that licenses
would be obtainable on acceptable terms or at all, that significant damages for
past infringement would not be assessed or that further litigation relative to
any such licenses or usage would not occur. The failure to obtain necessary
licenses or other rights, or the advent of litigation arising out of any such
claims, could have a material adverse effect on the Company's operating results.
Dependence on Key Management and Technical Personnel. The Company's
success depends to a significant degree upon the continued contributions of its
key management, marketing, technical and operational personnel, including
members of senior management and technical personnel of acquired companies. The
Company has agreements providing for the continued employment of its key
employees for a period of one or two years. Notwithstanding the agreements, the
employees may voluntarily terminate their employment with the Company at any
time. The loss of the services of one or more key employees, including key
employees of acquired companies, could have a material adverse effect on the
Company's operating results. The Company also believes its future success will
depend in large part upon its ability to attract and retain additional highly
skilled management, technical, marketing, product development and operational
personnel. Competition for such personnel is intense, and there can be no
assurance that the Company will be successful in attracting and retaining such
personnel.
International Sales. In fiscal 1996, the Company derived approximately
14% of its total revenues from international sales. International business is
subject to certain risks including varying technical standards, tariffs and
trade barriers, political and economic instability, reduced protection for
intellectual property rights in certain countries, difficulties in supporting
foreign customers, difficulties in managing foreign distributors, potentially
adverse tax consequences, the burden of complying with a wide variety of complex
operations, customs, foreign laws, regulations and treaties and the possibility
of difficulties in collecting accounts receivable.
Acquisition-Related Risks. The acquisitions completed by the Company
will present it with numerous challenges, including difficulties in the
assimilation of the operations, technologies and products of the acquired
companies and managing separate geographic operations. Since its initial
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public offering, the Company has acquired Applied Optical Media Corporation and
Virtual Reality Laboratories, Inc. On September 27, 1996, the Company entered
into an agreement in principle to acquire FileABC(TM), a Nevada Limited
Partnership, ("FileABC") in exchange for cash and shares of the Company's Common
Stock. FileABC develops, publishes and markets document imaging, management and
archiving software for the Windows(TM) operating systems. The completion of the
acquisition of FileABC was subject to certain conditions, including the
condition that FileABC continue to have a distribution relationship with
Franklin Quest Company for the distribution of software products.
In addition to the acquisition of FileABC, other acquisitions may be
contemplated from time-to-time. The process of integrating the business
operations of the acquired companies into the Company's operations may result in
unforeseen operating difficulties and expenditures and may absorb significant
management attention that would otherwise be available for the ongoing
development of the Company's business. If the Company's management does not
respond to these challenges effectively, the Company's results of operations
could be adversely affected. Moreover, there can be no assurance that the
anticipated benefits of the acquisitions will be realized. The Company and the
acquired companies could experience difficulties or delays in integrating their
respective technologies or developing and introducing new products. Delays in,
or the non-completion of, the development of these new products, or lack of
market acceptance of such products, could have an adverse impact on the
Company's future results of operations and result in a failure to realize
anticipated benefits of the acquisitions.
Product Liability. The Company's license agreements with customers
typically contain provisions designed to limit their exposure to potential
product liability claims. However, it is possible that such limitation of
liability provisions may not be effective under the laws of certain
jurisdictions. Although the Company has not experienced any product liability
claims to date, the sale and support of products may entail the risk of such
claims, and there can be no assurance that the Company will not be subject to
such claims in the future. A successful product liability claim brought against
the Company could have a material adverse effect upon the Company's business,
operating results and financial condition.
Stock Price Volatility. The Company believes that a variety of factors
could cause the price of its Common Stock to fluctuate, perhaps substantially,
including quarter to quarter variations in
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operating results; announcements of developments related to its business;
fluctuations in its order levels; general conditions in the technology sector or
the worldwide economy; announcements of technological innovations; new products
or product enhancements by the Company or its competitors; key management
changes; changes in joint marketing and development programs; developments
relating to patents or other intellectual property rights or disputes; and
developments in the Company's relationships with its customers, distributors and
suppliers. In addition, in recent years the stock market in general, and the
market for shares of software and high technology stock in particular, has
experienced extreme price fluctuations which have often been unrelated to the
operating performance of affected companies. Such fluctuations could adversely
affect the market price of the Company's Common Stock.
Possible Delisting of Securities. The Common Stock is listed for
trading on the Nasdaq SmallCap Market under the symbol ROMT. A listed company
may be delisted if it fails to maintain minimum levels of stockholders' equity,
shares publicly held, number of stockholders or aggregate market value, or if it
violates other aspects of its listing agreement. Although as of March 31, 1997,
the Company did not satisfy the minimum level of stockholders' equity required
to be listed ($1,000,000), on April 22, 1997, the Company completed a private
placement to accredited investors of 1,250,000 shares of Class Three Preferred
Stock and Class Three Warrants, which, on a pro forma basis, resulted in the
Company's satisfaction of the minimum stockholders' equity requirement for
continued listing. The Company continues to seek additional capital and attempts
to effect other equity transactions to, among other things, increase its
stockholders' equity so that it can continue to meet the minimum stockholders'
equity requirements of the Nasdaq SmallCap Market. There can be no assurance
that the Company will be able to raise such additional capital or effect other
equity transactions to permit the Company to continue to meet Nasdaq's
requirements. If the Company fails to satisfy the criteria for continued
listing, its Common Stock would be delisted. Public trading, if any, would
thereafter be conducted in the over-the-counter market in the so-called "pink
sheets," or on the NASD's "Electronic Bulletin Board." If the Common Stock were
delisted, it may be more difficult to dispose of, or even to obtain quotations
as to the price of, the Common Stock and the price, if any, offered for the
Common Stock may be substantially reduced.
Risk of Low Priced Stock. If the Common Stock were delisted from
trading on the Nasdaq SmallCap Market, and the trading price of the Common Stock
were less than $5.00 per share, or the Company had less than $2 million in net
tangible assets, trading in the Common Stock would be subject to the
requirements of Rule 15g-9 promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Under this rule, broker/dealers who
recommend such securities to persons other than established customers and
accredited investors (generally institutions with assets in excess of $5 million
or individuals with a net worth in excess of $1 million or an annual income
exceeding $200,000 or $300,000 jointly with their spouses) must make a special
written suitability determination for the purchaser and receive the purchaser's
written agreement to a transaction prior to sale. The requirements of Rule
15g-9, if applicable, may affect the ability of broker/dealers to sell the
Company's securities and may also affect the ability of purchasers in this
offering to sell their shares in the secondary market. The Securities
Enforcement Remedies and Penny Stock Reform Act of 1990 (the "Penny Stock Rule")
also requires additional disclosure in connection with any trades
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involving a stock defined as penny stock (any non-Nasdaq equity security that
has a market price or exercise price of less than $5.00 per share and less than
$2 million in net tangible assets, subject to certain exceptions). Unless
exempt, the rules require the delivery, prior to any transaction involving a
penny stock, of a disclosure schedule prepared by the SEC explaining important
concepts involving the penny stock market, the nature of such market, terms used
in such market, the broker/dealer's duties to the customer, a toll-free
telephone number for inquiries about the broker/dealer's disciplinary history
and the customer's rights and remedies in case of fraud or abuse in the sale.
Disclosure must also be made about commissions payable to both the broker/dealer
and the registered representative, and current quotations for the securities.
Finally, monthly statements must be sent disclosing recent price information for
the penny stock held in the account and information on the limited market in
penny stocks.
USE OF PROCEEDS
RomTech will not receive any proceeds from the sale of the Shares by
the Selling Shareholders. RomTech will receive the proceeds from the issuance of
Shares to the Selling Shareholders upon exercise of the Warrants, the Class
Three Warrants, and certain warrants issued to PJM Trading Company and Sterling
Capital LLC, which proceeds will be used for general working capital purposes.
10
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth certain information as of March 31, 1997
regarding the ownership of shares of RomTech Common Stock of each Selling
Shareholder and as adjusted to give effect to the sale of the Shares offered
hereby. The Shares are being registered to permit public secondary trading the
shares and the Selling Shareholders may offer the shares for resale from time to
time. See "Plan of Distribution."
<TABLE>
<CAPTION>
No. of Shares No. of Shares No. of Shares % of Shares
Owned Being Owned Owned
Name of Before the Offered After After the
Selling Shareholder Offering (1) for Sale the Offering Offering
____________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Sanford I. Feld ........................... 361,329 (2)(3) 201,704 159,625 2.4%
Nick J. Spatola............................ 48,036 (2)(3) 38,036 10,000 *
Rosario Spatola............................ 19,789 (2)(3) 17,289 2,500 *
Robert W. Gordon........................... 20,485 (2)(3) 17,485 3,000 *
Daniel Zelinsky............................ 92,208 (2)(3)(4) 92,208 -- *
Ann Zelinsky Trust, dtd 7/27/89............ 63,393 (2)(3)(5) 63,393 -- *
Alan D. Zelinsky Trust, dtd 5/28/92 ....... 57,630 (2)(3)(6) 57,630 -- *
Herman L. Brockman......................... 50,459 (2)(3) 37,459 13,000 *
Marco & Barbara Cutinello.................. 7,113 (2)(3) 5,763 1,350 *
Franklin H. Spirn, M.D. and
Anthony J. Inverno, M.D., P.A. ............ 140,519 (2)(3) 86,444 54,075 *
Sycamore Group, Ltd. ...................... 73,847 (2)(3) 43,222 30,625 *
James Souza, Jr............................ 15,144 (2)(3) 8,644 6,500 *
Jeffrey H. London.......................... 13,426 (2)(3) 11,526 1,900 *
Marvin F. Kraushar, M.D.................... 43,222 (2)(3) 43,222 -- *
Robert Bier, D.P.M......................... 18,907 (2)(3) 14,407 4,500 *
Odyssey Capital Group, L.P................. 1,235,942 (7) 57,630 (7) 1,235,942 18.8%
Stanley Dickson, Jr........................ 89,286 (8)(9) 101,786 -- *
Sovereign Partners, L.P.................... 178,571 (8)(9) 203,571 -- *
F.T. Trading Company....................... 89,286 (8)(10) 101,786 -- *
Thomson Kernaghan & Co., Ltd............... 89,286 (8)(9) 101,786 -- *
Sterling Capital, LLC...................... -- (11) 9,511 -- *
PJM Trading Company........................ 213,500 (12) 177,988 213,500 *
H.J.Meyers & Co., Inc. 7,000 7,000 -- *
</TABLE>
- ------------------
* Less than one percent of the outstanding Common Stock of RomTech, Inc.
11
<PAGE>
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "SEC") and generally includes
voting or investment power with respect to securities. In accordance
with SEC Rules, shares which may be acquired upon exercise of stock
options, warrants or other rights which are currently exercisable or
which become exercisable within sixty days of the date of the
information in the table are deemed to be beneficially owned by the
Selling Shareholder. Except as indicated by footnote, and subject to
community property laws where applicable, the persons or entities named
in the table above have sole voting and investment power with respect
to all shares of Common Stock shown as beneficially owned by them.
(2) Includes the following number of shares of Common Stock issuable upon
the conversion of the Company's Class Two Preferred Stock within 60
days of March 31, 1997 based upon an assumed conversion price of $3.375
per share: Mr. Feld, 103,704 shares; Nick J. Spatola, 19,556 shares;
Rosario Spatola, 8,889 shares; Mr. Gordon, 8,990 shares; Daniel
Zelinsky, 47,408 shares; Ann Zelinsky Trust dtd 7/27/89, 32,593 shares;
Alan D. Zelinsky Trust dtd 5/28/92, 29,630 shares; Mr. Brockman, 19,259
shares; Mr. & Mrs. Cutinello, 2,963 shares; Messrs. Spirn and Inverno,
44,444 shares; Sycamore Group, Ltd., 22,222 shares; Mr. Souza, 4,444
shares; Mr. London, 5,926 shares; Dr. Kraushar, 22,222 shares; and Dr.
Bier, 7,407 shares.
(3) Includes the following number of shares of Common Stock issuable upon
exercise of Warrants which are exercisable within 60 days of March 31,
1997: Mr. Feld, 98,000 shares; Nick Spatola, 18,480 shares; Rosario
Spatola, 8,400 shares; Mr. Gordon, 8,495 shares; Daniel Zelinsky,
44,800 shares; Ann Zelinsky Trust dtd 7/27/89, 30,800 shares; Alan D.
Zelinsky Trust dtd 5/28/92, 28,000 shares; Mr. Brockman, 18,200 shares;
Mr. and Mrs. Cutinello, 2,800 shares; Messrs. Spirn and Inverno, 42,000
shares; Sycamore Group, Ltd., Inc., 21,000 shares; Mr. Souza, 4,200
shares; Mr. London, 5,600 shares; Dr. Kraushar, 21,000 shares; and Dr.
Bier, 7,000 shares.
(4) Includes 63,393 shares issuable upon conversion of the Class Two
Preferred Stock and upon exercise of Warrants held by the Ann Zelinsky
Trust dated 7/27/89 (the "Ann Zelinsky Trust"), of which Daniel
Zelinsky shares investment and voting control as a trustee of the Ann
Zelinsky Trust. Daniel Zelinsky is one of two beneficiaries of the Ann
Zelinsky Trust.
(5) Voting and investment control of the shares beneficially owned by the
Ann Zelinsky Trust is shared by each of Alan D. Zelinsky and Daniel
Zelinsky, the trustees of the Ann Zelinsky Trust. Alan D. Zelinsky and
Daniel Zelinsky are the beneficiaries of the Ann Zelinsky Trust.
(6) Excludes shares beneficially owned by Alan D. Zelinsky individually and
as a trustee of the Ann Zelinsky Trust.
(7) Voting and investment power of the shares of Common Stock held by
Odyssey Capital Group L.P. ("Odyssey") are controlled by John P.
Kirwin, III, Bruce E. Terker and Kirk B. Griswold, the principals of
Odyssey. Excludes 20,000 shares of Common Stock issuable upon exercise
of stock options granted to Mr. Kirwin, as a non-employee director of
the Company, pursuant to the Company's 1995 Amended and Restated Stock
Option Plan. All of these options are currently exercisable. Excludes
303,030 shares of Common stock issuable upon the conversion of the
shares of the Company's Class One Preferred Stock, held by Odyssey,
which Class One Preferred Stock cannot be converted until October 18,
1997. Excludes 100,000 shares of Class Two Preferred Stock which is
convertible into Common Stock being offered hereby at the option of the
holder beginning July 30, 1997, which Class Two Preferred Stock
12
<PAGE>
is convertible into 29,630 shares of Common Stock based upon an assumed
conversion price of $3.375. Excludes Warrants to purchase 28,000 shares
of Common Stock which are exercisable at any time on or after July 30,
1997. Excludes an aggregate of 1,313 shares of Common Stock which
Odyssey has agreed to transfer to certain other shareholders within 60
days of the date hereof.
(8) The number of shares beneficially owned before the offering, and the
number of shares being offered for sale, are subject to adjustment in
accordance with the terms of the Class Three Preferred Stock as set
forth in the certificate of designation for the Class Three Preferred
Stock. The Company is not able to determine the actual number of shares
beneficially owned, and the number of shares being offered for sale,
since such number is based on fluctuating market prices. See "Recent
Sales of Secrities" under Risk Factors.
(9) Includes the following number of shares of Common Stock issuable upon
the conversion of the Company's Class Three Preferred Stock (one half
of which is convertible beginning five (5) days after the Registration
Statement (of which this Prospectus is a part) is declared effective by
the SEC, and the remaining half of which is convertible beginning 30
days thereafter), based upon an assumed conversion price of $2.80: Mr.
Dickson, 89,286 shares; Sovereign Partners, L.P., 178,571 shares; and
Thomson Kernaghan & Company, Ltd., 89,286 shares. Excludes the
following number of shares of Common Stock issuable upon exercise of
the Class Three Warrants, which become exercisable beginning on October
9, 1997; Mr. Dickson, 12,500 shares; Sovereign Partners, L.P., 25,000
shares; and Thomson Kernaghan & Company, Ltd., 12,500 shares.
(10) Includes 89,286 shares of Common Stock issuable upon the conversion of
the Company's Class Three Preferred Stock (one half of which is
convertible beginning five (5) days after the Registration Statement
(of which this Prospectus is a part) is declared effective by the SEC,
and the remaining half of which is convertible beginning 30 days
thereafter), based on an assumed conversion price of $2.80. Excludes
12,500 shares of Common Stock issuable upon exercise of the Class Three
Warrants, which become exercisable beginning on October 17, 1997.
(11) Excludes 9,511 shares of Common Stock issuable upon exercise of common
stock warrants which become exercisable beginning on October 10, 1997.
(12) Excludes 177,988 shares of Common Stock issuable upon exercise of
common stock warrants which become exercisable beginning on July 30,
1997.
13
<PAGE>
PLAN OF DISTRIBUTION
The Shares offered hereby by the Selling Shareholders may be sold from
time to time by the Selling Shareholders, or by pledgees, donees, transferees or
other successors in interest. Such sales may be made in the Nasdaq SmallCap
Market, or otherwise at prices and at terms then prevailing or at prices related
to the then-current market price, or in negotiated transactions. The Shares may
be sold by one or more of the following methods, without limitation: (a) a block
trade in which the broker-dealer so engaged will attempt to sell the Shares as
agent but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its account pursuant to this Prospectus; (c)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers; and (d) privately negotiated transactions between the Selling
Shareholders and purchasers without a broker-dealer. In effecting sales, brokers
or dealers engaged by the Selling Shareholders may arrange for other brokers or
dealers to participate. Such brokers or dealers may receive commissions or
discounts from the Selling Shareholders in amounts to be negotiated immediately
prior to the sale. Such brokers or dealers and any other participating brokers
or dealers may be deemed to be "underwriters" within the meaning of the
Securities Act, in connection with such sales. In addition, any securities
covered by this Prospectus that qualify for sale pursuant to Rule 144 might be
sold under Rule 144 rather than pursuant to this Prospectus.
Upon RomTech being notified by a Selling Shareholder that any material
arrangement has been entered into with a broker or dealer for the sale of Shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplemented Prospectus will
be filed, if required, pursuant to Rule 424(c) under the Securities Act,
disclosing (a) the name of each such broker-dealer, (b) the number of Shares
involved, (c) the price at which such Shares were sold, (d) the commissions paid
or discounts or concessions allowed to such broker-dealer(s), where applicable,
(e) that such broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this Prospectus, as
supplemented, and (f) other facts material to the transaction.
RomTech shall pay all expenses incident to the registration of the
Common Stock, including, without limitation, the filing of the Registration
Statement of which this Prospectus is a Part, including all registration and
filing fees, fees and expenses of compliance with state securities or "blue sky"
laws, printing expenses, messenger and delivery expenses, fees and disbursements
of counsel for the Company and all independent certified public accountants
retained by the Company and all fees and expenses incurred in connection with
the listing of Common Stock on the Nasdaq SmallCap Market. Each Selling
Shareholder shall pay all expenses relating to the sale of the shares including
any commissions, discounts or other fees payable to broker-dealers and any
attorney fees or other
14
<PAGE>
expenses incurred by such Selling Shareholder.
LEGAL MATTERS
An opinion has been rendered by the law firm of McCausland, Keen &
Buckman, Radnor, Pennsylvania, to the effect that the shares of Common Stock
offered by the Selling Shareholders hereby are legally issued, fully paid and
non-assessable.
15
<PAGE>
EXPERTS
The consolidated financial statements of RomTech as of June 30, 1996
and for each of the years in the two-year period ended June 30, 1996 have been
incorporated by reference herein and in the Registration Statement in reliance
upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
16
<PAGE>
No dealer, salesman or other person has been 1,436,097 Shares
authorized to give any information or to make
any representations other than those contained
in this Prospectus and, if given or made, such
information or representations must not be
relied upon as having been authorized by
RomTech or the Selling Shareholders. This ROMTECH, INC.
Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy to any
person in any jurisdiction in which such offer
or solicitation would be unlawful or to any
person to whom it is unlawful. Neither the Common Stock
delivery of this Prospectus nor any offer or
sale made hereunder shall, under any
circumstances, create any implication that
there has been no change in the affairs of
RomTech or that information contained herein
is correct as of any time subsequent to the
date hereof.
----------------- _________________
PROSPECTUS
_________________
TABLE OF CONTENTS
Available Information ..................... 2
Incorporation of Documents by Reference.... 2
The Company................................ 3
Risk Factors............................... 3
Use of Proceeds............................10
Selling Shareholders.......................11 May 1, 1997
Plan of Distribution.......................14
Legal Matters..............................15
Experts....................................16
17
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table shows the estimated expenses of the issuance and
distribution of the securities offered hereby.
Securities and Exchange Commission Registration Fee*......... $ 1,750
Legal Fees and Expenses...................................... 10,000
Accounting Fees and Expenses................................. 3,500
Miscellaneous................................................ 2,000
--------
Total.................... $12,250
========
*Exact, all other fees and expenses are estimates
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 1741 through 1750 of Subchapter D, Chapter 17, of the
Pennsylvania Business Corporation Law of 1988 (the "BCL") contain provisions for
mandatory and discretionary indemnification of a corporation's directors,
officers and other personnel, and related matters.
Under Section 1741, subject to certain limitations, a corporation has
the power to indemnify directors and officers under certain prescribed
circumstances against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
an action or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of his being a
representative, director or officer of the corporation or serving at the request
of the corporation as a representative of another corporation, partnership,
joint venture, trust or other enterprise, if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. Under Section 1743, indemnification
is mandatory to the extent that the officer or director has been successful on
the merits or otherwise in defense of any action or proceeding if the
appropriate standards of conduct are met.
Section 1742 provides for indemnification in derivative actions except
in respect of any claim,
18
<PAGE>
issue or matter as to which the person has been adjudged to be liable to the
corporation unless and only to the extent that the proper court determines upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for the expenses that the court deems proper.
Section 1744 provides that, unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation only
as authorized in the specific case upon a determination that the representative
met the applicable standard of conduct, and such determination will be made by
the board of directors (i) by a majority vote of a quorum of directors not
parties to the action or proceeding; (ii) if a quorum is not obtainable, or if
obtainable and a majority of disinterested directors so directs, by independent
legal counsel; or (iii) by the shareholders.
Section 1745 provides that expenses incurred by an officer, director,
employee or agent in defending a civil or criminal action or proceeding may be
paid by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation.
Section 1746 provides generally that, except in any case where the act
or failure to act giving rise to the claim for indemnification is determined by
a court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by Subchapter 17D of the
BCL shall not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of shareholders of disinterested directors or otherwise, both as
to action in his or her official capacity and as to action in another capacity
while holding that office.
Section 1747 also grants to a corporation the power to purchase and
maintain insurance on behalf of any director or officer against any liability
incurred by him or her in his or her capacity as officer or director, whether or
not the corporation would have the power to indemnify him or her against the
liability under Subchapter 17D of the BCL.
Section 1748 and 1749 extend the indemnification and advancement of
expenses provisions contained in Subchapter 17D of the BCL to successor
corporations in fundamental changes and to representatives serving as
fiduciaries of employee benefit plans.
Section 1750 provides that the indemnification and advancement of
expense provided by, or granted pursuant to, Subchapter 17D of the BCL, shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs and personal representative of such person.
For information regarding provisions under which a director or officer
of the Company may be insured or indemnified in any manner against any liability
which he or she may incur in his or her capacity as such, reference is made to
Article 23 of the Company's Bylaws, which provides in general
19
<PAGE>
that the Company shall indemnify its officers and directors to the fullest
extent authorized by law.
ITEM 16. EXHIBITS.
NUMBER DOCUMENT
5.1 Opinion of McCausland, Keen & Buckman as to the validity of the
issuance of the shares of RomTech Common Stock to be registered.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of McCausland, Keen & Buckman (included in Exhibit 5.1).
24.1 Power of attorney of certain signatories (included on the Signature
Page).
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes that:
(1) It will include any material information with respect to the
plan of distribution by means of a post-effective amendment
not previously disclosed in this registration statement or any
material change to such information in this registration
statement.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) It will remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) For purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(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
20
<PAGE>
statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4), or 497(h) under the Securities Act of 1933
shall be deemed to be part of this registration statement as
of the time it was declared effective.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of RomTech
pursuant to the foregoing provisions, or otherwise, RomTech has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by RomTech of expenses incurred
or paid by a director, officer or controlling person of RomTech 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, RomTech 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.
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
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 Langhorne, Pennsylvania, on the date indicated.
ROMTECH, INC.
Date: May 1, 1997 By: /s/ Joseph A. Falsetti
----------------------------------------------
Joseph A. Falsetti,
Chairman, Chief Executive Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph A. Falsetti and Gerald W. Klein,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution or resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documentation in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
21
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE Capacity Date
- ------------------------ ------------------------------- --------------
/s/ Joseph A. Falsetti Chairman of the Board Chief May 1, 1997
- ------------------------ Executive Officer, and Director
Joseph A. Falsetti
/s/ Gerald W. Klein Vice President, Chief Financial May 1, 1997
- ------------------------ Officer, and Director
Gerald W. Klein
/s/ Lance Woeltjen Chief Technological Officer, May 1, 1997
- ------------------------ General Manager, President of
Lance Woeltjen Virtual Reality Laboratories,
and Director
/s/ Thomas D. Parente Director May 1, 1997
- ------------------------
Thomas D. Parente
/s/ John Paul Kirwin, III Director May 1, 1997
- ------------------------
John Paul Kirwin, III
22
<PAGE>
EXHIBIT INDEX
NUMBER DOCUMENT
5.1 Opinion of McCausland, Keen & Buckman
23.1 Consent of KPMG Peat Marwick LLP
23
<PAGE>
EXHIBIT 5.1
May 1, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: RomTech, Inc./Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to RomTech, Inc. (the "Company"), a
Pennsylvania corporation, in connection with the preparation and filing of a
registration statement on Form S-3, which is being filed with the Securities and
Exchange Commission on the date hereof (the "Registration Statement").
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Registration Statement.
The Registration Statement covers the following shares of the Company's
Common Stock, no par value:
a. 376,694 shares of Common Stock which may be sold by certain
of the Selling Shareholders and which are issuable upon conversion of the Class
Two Convertible Preferred Stock (the "Class Two Common Shares");
b. 446,429 shares of Common Stock which may be sold by certain
of the Selling Shareholders and which are issuable upon conversion of the Class
Three Convertible Preferred Stock (the "Class Three Common Shares"); and
c. 418,475 shares of Common Stock which may be sold by certain
Selling Shareholders and which are issuable upon exercise of the Warrants and
the Class Three Warrants (the "Warrant Shares");
d. 177,988 shares of Common Stock issuable upon exercise of
certain common stock warrants issued to PJM Trading Company (the "PJM Shares");
e. 9,511 shares of Common Stock issuable upon exercise of
certain common stock warrants issued to Sterling Capital, LLC (the "Sterling
Shares"); and
f. 7,000 shares of Common Stock held by H.J. Meyers & Co.,
Inc. (the "Meyers Shares").
We have examined the Registration Statement, including the exhibits
thereto, the Company's Articles of Incorporation, as amended, the Company's
Bylaws, as amended, the minutes of actions taken by the Board of Directors of
the Company and such other instruments as we deemed necessary for the opinions
rendered herein. In the foregoing examination, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals and the authenticity of all documents submitted to us as copies of
originals.
24
<PAGE>
Based upon the foregoing, we are of the opinion that:
1. The Class Two Common Shares, when issued in accordance with
the terms of the Class Two Convertible Preferred Stock, will be validly issued,
fully paid and nonassessable.
2. The Class Three Common Shares, when issued in accordance
with the terms of the Class Three Convertible Preferred Stock, will be validly
issued, fully paid and nonassessable.
3. The Warrant Shares, when issued and paid for in accordance
with the Warrants and the Class Three Warrants, as applicable, will be validly
issued, fully paid and nonassessable.
4. The PJM Shares, when issued and paid for in accordance with
the terms of the common stock warrants issued to PJM Trading Company, will be
validly issued, fully paid and nonassessable.
5. The Sterling Shares, when issued and paid for in accordance
with the terms of the common stock warrants issued to Sterling Capital LLC, will
be validly issued, fully paid and nonassessable.
6. The Meyers Shares are validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations thereunder.
Sincerely,
McCAUSLAND, KEEN & BUCKMAN
By: /s/ Nancy D. Weisberg
---------------------------------
Vice President
25
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
The Board of Directors
RomTech, Inc.:
We consent to the use of our report incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
April 29, 1997
26
