Registration No. ____________
As filed with the Securities and Exchange Commission on December 6, 1996
------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
SYMETRICS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Florida 59-0954868
- ------------------------------------ ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Dudley E. Garner, Jr.,
President
1615 West Nasa Blvd. Symetrics Industries, Inc.
Melbourne, Florida 32901 1615 West Nasa Blvd.
(407) 254-1500 Melbourne, Florida 32901
(407) 254-1500
- ------------------------------------ ------------------------------
(Address, including zip code, and (Name, address, including
telephone number, including area zip code, and telephone
code, of registrant's principal number, including area code,
executive offices) of agent for service)
Copy to: Suzan A. Abramson, Esq.
Grocock, Loftis & Abramson
126 E. Jefferson Street
Orlando, Florida 32801
(407) 422-0300
-----------------------------
Approximate date of commencement of proposed sale to public: from time to
time after the effective date of this Registration Statement, as determined by
the Selling Shareholders.
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. [ ]
<PAGE>
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of each Proposed Proposed maximum
class of Amount to be maximum aggregate Amount of
securities to registered offering price offering price registration fee
be registered per share
- --------------------------------------------------------------------------------
Common Stock, 224,065 $7.25(1) $1,624,471(1) $492.26
$.25 par value shares
- --------------------------------------------------------------------------------
(1)Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c), based on the average of the high and low prices
of the Registrant's common stock reported on The Nasdaq National Market
System on December 3, 1996.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION- DATED DECEMBER 6, 1996
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
224,065 Shares
SYMETRICS INDUSTRIES, INC.
Common Stock
($.25 Par Value)
This Prospectus relates to 224,065 shares (the "Shares") of common stock,
$.25 par value ("Common Stock"), of Symetrics Industries, Inc., a Florida
corporation (the "Company" or "Symetrics'), offered for the account of the
selling shareholders named herein (the "Selling Shareholders"). The Shares may
be offered and sold from time to time in transactions in the over-the-counter
market, in privately negotiated transactions or otherwise, at market prices
prevailing at the time of sale or at negotiated prices. See "Selling
Shareholders" and "Plan of Distribution." Symetrics will not receive any of the
proceeds from the sale of the Shares by the Selling Shareholders, but has agreed
to bear certain of the expenses of registration of the Shares under federal and
state securities laws and of any offering and sale hereunder, not including
certain expenses such as fees, discounts or commissions of underwriters, dealers
or agents.
The Selling Shareholders, except Mr. Nichols, an executive officer of the
Company, acquired an aggregate of 214,065 Shares offered hereby in connection
with the acquisition by the Company of substantially all of the outstanding
capital stock of American Digital Switching, Inc., a Florida corporation in
April 1996. Mr. Nichols acquired 10,000 Shares offered hereby as an employee
stock bonus for services rendered to the Company.
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A CERTAIN DEGREE
OF RISK. SEE "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE 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 Company's Common Stock is traded on The Nasdaq National Market System
and is quoted under the symbol SYMT. On December 3, 1996, the last reported sale
price of the Common Stock as reported by The Nasdaq National Market System was
$7 3/16 per share.
The date of this Prospectus is __________, 1996.
<PAGE>
TABLE OF CONTENTS
-----------------
Page
----
Available Information....................................................3
Incorporation of Certain Documents by Reference..........................3
The Company..............................................................4
Risk Factors.............................................................4
Use of Proceeds..........................................................4
Selling Shareholders.....................................................4
Plan of Distribution.....................................................7
Legal Matters............................................................8
Experts..................................................................8
Description of Common Stock..............................................8
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in this Prospectus and,
if given or made, such information or representation must not be relied upon as
having been authorized by the Company or the Selling Shareholders. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any securities other than those specifically offered hereby or in any
jurisdiction to any person to whom it is unlawful to make an offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus nor
any sales made hereunder shall, under any circumstances, create any implication
that the information contained herein is correct as of any time subsequent to
the date hereof.
2
<PAGE>
AVAILABLE INFORMATION
---------------------
The Company is subject to the information 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
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the Commission:
7 World Trade Center, Suite 1300, New York, New York 10048; and 500 West Madison
Street., Suite 1400, Chicago, Illinois 60661-2511. Copies of such materials can
be obtained from the Public Reference Section of the Commission, Washington,
D.C. 20549, at prescribed rates. The Commission maintains a web site that
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission. The address of
such web site is http://www.sec.gov.
The Company has filed with the Commission a registration statement on Form
S-3 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Shares offered hereby. This
Prospectus, which constitutes a part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement and in
the exhibits and schedules thereto. For further information with respect to the
Company and the Shares, reference hereby is made to such Registration Statement,
exhibits and schedules. Statements contained in this Prospectus as to the
contents of any contract or other document are not necessarily complete, and in
each instance that a copy of such contract or other document has been filed as
an exhibit to the Registration Statement, reference is made to such copy with
each such statement being qualified in all respects by such reference. The
Registration Statement may be inspected without charge at the principal office
of the Commission in Washington, D.C. and copies of all or any part thereof may
be obtained from the Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
-----------------------------------------------
As of any particular time, the following documents filed by Symetrics with
the Commission (File No. 0-4025) are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1996;
(b) The Company's Form 8-K dated April 20, 1996, filed with the
Commission on May 3, 1996, as amended by Form 8-K/A filed with the
Commission on July 5, 1996;
(c) The Company's Forms 8-K dated November 17, 1994, and January 5,
1995, as amended;
(d) The Company's Form 10-Q's for the quarters ended June 30, 1996 and
September 30, 1996; and
(e) The Company's definitive proxy statement dated June 3, 1996, filed
pursuant to Section 14 of the Exchange Act in connection with the
1995 annual meeting of shareholders and any definitive proxy
statements so filed in connection with any subsequent meetings of
shareholders.
All reports and any definitive proxy or information statements or other
information filed by the Company with the Commission pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the Shares hereunder shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
3
<PAGE>
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 constitute a part of this Prospectus as so modified or
superseded.
The Company will provide without charge to each person, including any
beneficial owner, to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of any of the information that has been
incorporated by reference in this Prospectus (other than exhibits thereto not
specifically incorporated by reference herein). Requests should be directed to
Symetrics Industries, Inc., 1615 West Nasa Blvd., Melbourne, Florida 32901,
Attn.: Dudley E. Garner, Jr., President, telephone number (407) 254-1500.
THE COMPANY
-----------
The Company designs and manufactures electronic systems, electronic system
components and related computer software for the commercial market and the
United States Government. Symetrics was incorporated in Florida in 1962. The
Company's principal offices are located at 1615 West Nasa Blvd., Melbourne,
Florida 32901, and its telephone number is (407) 254-1500.
RISK FACTORS
------------
1. DEPENDENCE ON THE COMPANY'S PRESIDENT. The loss of the services of
Mr. Dudley E. Garner, Jr. as the Company's President, Chief Executive Officer,
and Chairman of the Board of Directors could have a material adverse effect on
the operations of the Company. The Company and Mr. Garner have entered into a
three-year employment agreement which will expire in December 1996.
2. DEPENDENCE ON UNITED STATES GOVERNMENT CONTRACTS. During the
past fiscal year, approximately 87% of Symetrics' business was the manufacture
and testing of electronic equipment and subassemblies under contracts with the
United States Government. Most U.S. Government contracts provide for termination
for convenience of the government or for default of the primary contractor.
Although Symetrics has contracts with several governmental agencies on various
programs, one of Symetrics' contracts with a United States government agency is
expected to comprise as much as 50% of the Company's business volume for fiscal
year 1997 and termination of this contract, for any reason, would have a
material adverse affect on the Company. Although Symetrics could be affected by
across the board cutbacks in the United States Government defense spending, the
Company's principal products are for equipment already in government inventory
and therefore are not as vulnerable to cutbacks as research and development
contracts for new equipment.
3. POTENTIAL DEPRESSIVE EFFECT OF SALE OF SHARES ON THE MARKET. The
224,065 Shares being offered hereby for the account of the Selling Shareholders
equal approximately 14% of the 1,616,491 shares of the Company's Common Stock
outstanding at November 14, 1996. Sale of the Shares offered hereby could have a
depressive effect on the market price of the Company's Common Stock.
USE OF PROCEEDS
---------------
The Company will not receive any of the proceeds from the sale of the
Shares offered by the Selling Shareholders pursuant to this Prospectus.
SELLING SHAREHOLDERS
--------------------
The following table sets forth information regarding ownership of the
Company's Common Stock by the Selling Shareholders as of the dates such
information was provided to the Company. Since the dates such information was
provided to the Company, such information may have changed. Except as otherwise
4
<PAGE>
indicated, the Selling Shareholders listed in the table have sole voting and
investment powers with respect to the Shares indicated.
<TABLE>
<CAPTION>
Percent of
Ownership Common
Beneficial of Stock
Ownership of Number of Common Outstanding
Common Stock Shares Stock After After
Name of Selling Shareholder Prior to Sale Offered Offering Offering
--------------------------- ------------- ------- -------- --------
<S> <C> <C> <C> <C>
Agri-Valley Communications, Inc. 22,222 22,222 - -
Amery Telephone Company 22,222 22,222 - -
Amtelecom Group, Inc. 4,444 4,444 - -
Calaveras Telephone 15,555 15,555 - -
Cozad Telephone 2,222 2,222 - -
Diller Telephone 2,222 2,222 - -
Eastern Nebraska Telephone Co. 2,222 2,222 - -
The Glenwood Telephone Membership Co. 2,222 2,222 - -
Hemmingford Telephone Coop. 2,222 2,222 - -
Mr. Roger Hoffman 1,111 1,111 - -
Ironton Telephone Company 6,666 6,666 - -
Mr. Mike Jensen 22,222 22,222 - -
Lemonweir Valley Telephone Co. 2,222 2,222 - -
Mr. Jim McConnell 11,111 11,111 - -
Mr. Mark McFarland 1,111 1,111 - -
Mid-State Telephone Co. 2,222 2,222 - -
Minerva Valley Telephone Co., 2,222 2,222 - -
Inc.
Mr. Richard E. Nichols 18,250 (1) 10,000 8,250 (1) *
Mt. Rural Telephone Cooperative 2,222 2,222 - -
Nebraska Central Telephone Co. 4,444 4,444 - -
Nelson/Ball Ground Telephone 8,888 8,888 - -
Palmerton Telephone Company 11,111 11,111 - -
Pigeon Telephone Company 13,333 13,333 - -
Rice Belt Telephone Company 4,444 4,444 - -
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Percent of
Ownership Common
Beneficial of Stock
Ownership of Number of Common Outstanding
Common Stock Shares Stock After After
Name of Selling Shareholder Prior to Sale Offered Offering Offering
--------------------------- ------------- ------- -------- --------
<S> <C> <C> <C> <C>
Scott County Telephone Company 7,407 7,407 - -
Sogetel Inc. 2,222 2,222 - -
Thacker-Grigsby Telephone Co. 2,222 2,222 - -
Three Rivers Telephone Company 4,444 4,444 - -
Union Telephone Company 28,888 28,888 - -
______________________
</TABLE>
* Less than one percent.
(1) Includes 7,000 shares subject to presently exercisable stock options.
The Selling Shareholders may sell up to all of the 224,065 Shares, or
approximately 14% of the outstanding Common Stock of the Company at November 14,
1996, pursuant to this Prospectus in one or more transactions from time to time
as described below under "Plan of Distribution."
Of the 224,065 Shares being offered hereby, 214,065 Shares were acquired
by the Selling Shareholders in connection with the acquisition by the Company in
April 1996 of substantially all of the outstanding capital stock of American
Digital Switching, Inc. ("ADS"), a Florida corporation. The acquisition was
accomplished by the exchange of one share of Symetrics' Common Stock for every
4.5 shares of ADS common stock tendered (the "Exchange").
Mr. Nichols, a vice president of the Company, acquired 10,000 Shares in
May 1996 as an employee stock bonus for services rendered to the Company.
Edwin H. Eichler, a director of the Company, is president and general
manager of Pigeon Telephone Company ("PTC") and president of Agri-Valley
Communications, Inc. ("Agri-Valley"). PTC and Agri-Valley are Selling
Shareholders. Mr. Eichler disclaims beneficial ownership of the shares owned
by PTC and Agri-Valley.
Michael D. Jensen, a director of the Company, is president and general
manager of Amery Telephone Company ("Amery"). Mr. Jensen and Amery are
Selling Shareholders. Mr. Jensen disclaims beneficial ownership of the
shares held by Amery.
PLAN OF DISTRIBUTION
--------------------
The Company has been advised by the Selling Shareholders that the Shares
being offered hereby may be sold from time to time in transactions in the
over-the-counter market, in privately negotiated transactions, or otherwise, at
market prices prevailing at the time of sale or at negotiated prices. The
Selling Shareholders may sell some or all of the Shares in transactions
involving broker-dealers. Broker-dealers participating in such transactions as
agents may receive usual and customary brokerage commissions from the Selling
Shareholders (and, if they act as the agent for the purchaser of the securities,
from such purchaser), which commissions may be at negotiated rates where
permissible. In addition, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Prospectus.
6
<PAGE>
The aggregate proceeds to the Selling Shareholders from the sale of the
Shares offered hereby will be the purchase price of the Shares sold less the
aggregate agents' commissions and underwriters' discounts, if any, and other
expenses of issuance and distribution not borne by the Company. The Selling
Shareholder and any dealers or agents that participate in the distribution of
Shares may be deemed to be "underwriters" within the meaning of the Securities
Act, and any profit on the sale of Shares by them and any commissions received
by any such dealers or agents might be deemed to be underwriting discounts and
commissions under the Securities Act.
To the extent required, the number of Shares to be sold, the names of the
selling shareholders, purchase price, public offering price, the names of any
such agent, dealer or underwriter and any applicable commission or discount with
respect to a particular offering will be set forth in an accompanying Prospectus
Supplement.
The Agreement relating to the Exchange (the "Exchange Agreement") provides
that the Company shall maintain a "shelf" registration statement pursuant to
rule 415 under the Securities Act covering the sale of the Shares effective and
current for so long as the ADS Selling Shareholders reasonably believe that the
proposed sale by the ADS Selling Shareholders or transferees, direct or
indirect, from the ADS Selling Shareholders of the Shares will require
registration under the Securities Act, prior to their public sale, provided,
however, that in no event shall the Company maintain the registration statement
effective and current for more than two years from April 20, 1996. Under the
Exchange Agreement, the Company has agreed to bear certain expenses incurred in
connection with the registration statement, including, without limitation,
registration and filing fees, printing expenses, fees and disbursements of
counsel for the Company, expenses of any special audits incident to or required
by any such registration and expenses of complying with the securities or blue
sky laws of any jurisdictions, but excluding sales commissions and underwriters'
discounts relating to the Shares and fees and expenses of counsel to the holder
thereof. Pursuant to the Exchange Agreement, the Company has agreed to indemnify
the Selling Shareholders against certain liabilities, including liabilities
under the Securities Act.
LEGAL MATTERS
-------------
The legality of the Shares offered hereby will be passed upon for the
Company by Grocock, Loftis & Abramson, a Partnership including Professional
Associations, counsel to the Company.
EXPERTS
-------
The financial statements incorporated in this Prospectus and Registration
Statement by reference from the Company's Annual Report on Form 10-K for the
year ended March 31, 1996 with respect to the financial statements of Symetrics
Industries, Inc., and from the Company's Current Report on Form 8-K/A filed on
July 5, 1996, with respect to the consolidated financial statements of American
Digital Switching, Inc. and Subsidiary, have been audited by Pricher and
Company, independent certified public accountants, to the extent and for the
periods indicated in their reports thereon. The financial statements audited by
Pricher and Company have been so incorporated in reliance upon their reports
given upon their authority as experts in accounting and auditing.
DESCRIPTION OF COMMON STOCK
---------------------------
The Company is authorized to issue 5,000,000 shares of Common Stock, par
value $.25 per share. The issued and outstanding shares of Common Stock are, and
the Shares being offered hereby by the Selling Shareholders will be, when sold
and issued in accordance herewith, validly issued, fully paid and
non-assessable. The holders of outstanding shares of Common Stock are entitled
to receive dividends out of assets legally available therefor at such times and
in such amounts as the Board of Directors may from time to time determine.
7
<PAGE>
All shares of Common Stock have equal voting rights and, when validly
issued and outstanding, have one vote per share in all matters to be voted upon
by the shareholders. Cumulative voting in the election of directors is not
allowed, which means that the holders of more than 50% of the outstanding shares
of Common Stock of the Company can elect all the directors if they choose to do
so and, in such event, the holders of the remaining shares will not be able to
elect any directors.
The Shares have no preemptive, subscription, conversion or redemption
rights. Upon liquidation, dissolution or winding-up of the Company, the holders
of Common Stock are entitled to receive pro rata the assets of the Company which
are legally available for distribution to shareholders.
The transfer agent and registrar for the Company's common stock is
Chemical Mellon Shareholder Services.
8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
--------------------------------------
Item 14. Other Expenses of Issuance and Distribution
- -------- -------------------------------------------
Securities and Exchange Commission Registration Fee $492.26
Legal Fees and Expenses *
Accountants' Fees *
Printing Expenses *
Miscellaneous *
Total Expenses *
* To be filed by amendment.
The foregoing items, except for the Securities and Exchange Commission
Registration Fee, are estimated. Legal fees, accounting fees, printing and
copying fees will be borne by the Company. The Selling Shareholders will be
responsible for all commissions or underwriting discounts, and legal fees
directly incurred by the Selling Shareholders in connection with the
registration or sale of their Shares.
Item 15. Indemnification of Directors and Officers
- -------- -----------------------------------------
The Registrant generally is authorized by the Florida Business Corporation
Act and the Company's Bylaws to indemnify its directors and officers against
liabilities and expenses incurred by them in such capacities.
Article IX of the Bylaws of the Registrant sets forth the extent to which
the Registrant's directors and officers may be indemnified by the Registrant
against liabilities that they may incur while serving in such capacities. Such
indemnification is authorized by Section 607.0850 of the Florida Business
Corporation Act. These provisions generally provide that the directors and
officers of the Registrant may be indemnified by the Registrant against
expenses, including attorneys' fees and costs of appeal, judgments, fines,
settlement, penalty and amounts incurred in connection with any action, suit or
proceeding (including an appellate proceeding) to which a director or officer
may be a party by reason of serving in such capacity, if such person has acted
in good faith and in a manner he or she reasonably believes to be in, or not
opposed to, the best interests of the Registrant. With respect to any criminal
action or proceeding, indemnification is permitted where a director or officer
had no reasonable cause to believe his conduct was unlawful. Indemnification is
not permitted in relation to matters where such director or officer may be
finally adjudged to have been liable for negligence or willful misconduct or
conscious disregard for the best interest of the Registrant in the performance
of his duty to the Registrant, or in relation to a transaction in which the
director or officer derived an improper personal benefit. Although advancement
of expenses incurred in defending a proceeding is optional under 607.0850 of the
Florida Business Corporation Act, the Bylaws of the Registrant provide that
advancement of expenses in connection with an action, suit or proceeding is
mandatory upon receipt of an agreement by or on behalf of such officer or
director to repay such advanced expenses if he is ultimately found not to be
entitled to indemnification by the Registrant.
The Registrant maintains directors' and officers' liability insurance
policies covering certain liabilities of persons serving as officers and
directors and providing reimbursement to the Registrant for its indemnification
of such persons.
Florida Statutes, Section 607.0831 provides that a director is not
personally liable for monetary damages to the corporation or any other person
for any statement, vote, decision, or failure to act by a director, regarding
corporate management or policy, unless the director breached or failed to
perform his duties as a director, and the director's breach of, or failure to
perform these duties constitutes:
II-1
<PAGE>
1. A violation of the criminal law, unless the director had reasonable
cause to believe his conduct was lawful or had no reasonable cause to believe
his conduct was unlawful. A judgment or other final adjudication against a
director in any criminal proceeding for a violation of the criminal law estops
that director from contesting the fact that his breach, or failure to perform,
constitutes a violation of the criminal law; but does not estop the director
from establishing that he had reasonable cause to believe that his conduct was
lawful or had no reasonable cause to believe that his conduct was unlawful;
2. A transaction from which the director derived an improper personal
benefit, either directly or indirectly;
3. A circumstance where the director is liable for voting or assenting
to the declaration of a dividend or the repurchase of the corporation's shares
or a distribution of assets to the shareholders of the corporation, where such
payment of a dividend, purchase of shares or distribution of assets is in
violation of Florida law or the articles of incorporation of the corporation;
4. In a proceeding by or in the right of the corporation to procure a
judgment in its favor or by or in the right of a shareholder, conscious
disregard for the best interest of the corporation, or willful misconduct; or
5. In a proceeding by or in the right of someone other than the
corporation or a shareholder, recklessness or an act or omission which was
committed in bad faith or with malicious purpose or in a manner exhibiting
wanton and willful disregard of human rights, safety, or property.
For the purposes of the Statute, the term `recklessness" means the action,
or omission to act, in conscious disregard of a risk: known, or so obvious that
it should have been known to the director; or known to the director, or so
obvious that it should have been known, to be so great as to make it highly
probable that harm would follow from such action or omission.
Item 16. Exhibits
- -------- --------
Exhibit Description
No.
- ---------- ------------------------------------------------------------------
2. Stock Purchase Agreement signed April 20, 1996 and effective as of
April 1, 1996 by and among Symetrics Industries, Inc., American
Digital Switching, Inc., and the Selling Shareholders named in
Schedule 1 thereto (Incorporated by reference to the Company's
Current Report on Form 8-K dated April 20, 1996, as amended).
4.1 Articles of Incorporation of Symetrics Industries, Inc.
(incorporated by reference to the Company's Form 8-K dated June
27, 1985).
4.2 Articles of Amendment to Articles of Incorporation, dated
September 1, 1987 (incorporated by reference to the Company's
Annual Report on Form 10-K for the fiscal year ended March 31,
1990).
4.3 Article XI of the Bylaws of Symetrics Industries, Inc.
(incorporated by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended March 31, 1996).
5 Opinion of Grocock, Loftis & Abramson, a Partnership including
Professional Associations.*
24.1 Consent of Pricher and Company, Independent Certified Public
Accountants (included in Part II of the Registration Statement).
II-2
<PAGE>
24.2 Consent of Grocock, Loftis & Abramson, a Partnership including
Professional Associations (included in its opinion to be filed
as Exhibit 5 hereto).*
* To be filed by amendment.
Item 17. Undertakings
- -------- ------------
(a) The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
additional or changed material information on the plan of distribution.
2. That, for the purposes of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be treated as a
new registration statement of the securities offered, and the offering of such
securities at that time to be the initial bona fide offering thereof.
3. To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
(b) 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 Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
--------------------------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated May 1, 1996, relating to the financial
statements of Symetrics Industries, Inc., which appears on page 13 of the 1996
Annual Report to Shareholders of Symetrics Industries, Inc. for the year ended
March 31, 1996. We also consent to the incorporation by reference of our report
dated June 13, 1996, relating to the consolidated financial statements of
American Digital Switching, Inc. and Subsidiary as of and for the three months
ended March 31, 1996 which is included in the Current Report on Form 8-K/A of
Symetrics Industries, Inc. filed on July 5, 1996 and to the reference to our
firm under the caption "Experts" in the Prospectus.
Orlando, Florida Pricher and Company
December 5, 1996
II-3
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of this 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 Melbourne, State of Florida, on the 5th day of
December, 1996.
SYMETRICS INDUSTRIES, INC.
By: Dudley E. Garner, Jr
-----------------------------------
Dudley E. Garner, Jr., President
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints DUDLEY E. GARNER, JR., his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and any other regulatory authority, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing required and necessary to be done in and about the premises,
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute, may lawfully do or cause to be done by virtue hereof.
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.
Date: December 5, 1996 Dudley E. Garner, Jr.
------------------- ------------------------------------
Dudley E. Garner, Jr., Chairman of
the Board, President, and Chief
Executive Officer (Principal
Executive Officer and Principal
Financial Officer)
Date: December 5, 1996 Jane J. Beach
------------------- ------------------------------------
Jane J. Beach, Director
Date: December 5, 1996 Earl J. Claire
------------------- -----------------------------------
Earl J. Claire, Director
Date: December 5, 1996 Michael E. Terry
------------------- -----------------------------------
Michael E. Terry, Director
Date:
------------------- -----------------------------------
Edwin H. Eichler, Director
II-4
<PAGE>
Date:
------------------- -----------------------------------
Michael D. Jensen, Director
Date: December 5, 1996 W. Campbell McKegg
------------------- -----------------------------------
W. Campbell McKegg, Vice President,
Finance (Principal Accounting Officer)
II-5
