PROSPECTUS
40,000 SHARES
TECH-SYM CORPORATION
COMMON STOCK
All of the shares of Common Stock offered hereby are being sold by
certain stockholders (the "Selling Stockholders") of the Company. See
"Selling Stockholders." The Company will not receive any proceeds from the
sale of shares of Common Stock by the Selling Stockholders.
The Common Stock is listed on the New York Stock Exchange ("NYSE")
under the symbol "TSY." On December 5, 1994, the closing price for the
Common Stock as reported by the NYSE was $21.875 per share. The shares of
Common Stock offered hereby may be sold from time to time in ordinary
brokerage transactions on the NYSE or in privately negotiated transactions,
through agents or directly to one or more purchasers, at the prevailing
market price, at prices related to such prevailing market prices, at fixed
prices which may be changed or at negotiated prices. The Selling
Stockholders may effect such transactions by selling the shares of Common
Stock offered hereby to or through agents, underwriters or broker-dealers,
and such persons may require compensation in the form of discounts,
concessions or commissions from the Selling Stockholders and/or the
purchaser of such shares of Common Stock. See "Plan of Distribution."
All expenses of registration incurred in connection with the shares
of Common Stock offered hereby will be paid by the Company. All selling and
other expenses incurred by the Selling Stockholders will be paid by the
Selling Stockholders.
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 DECEMBER 6, 1994.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING 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 THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITIES OTHER THAN THE
SECURITIES TO WHICH IT RELATES OR AN OFFER TO OR A SOLICITATION OF ANY
PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (the "Registration
Statement", which term encompasses all amendments, exhibits, annexes and
schedules thereto) under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Common Stock offered hereby. This
Prospectus, which constitutes a part of the Registration Statement, does
not contain all the information set forth in the Registration Statement, to
which reference is hereby made. Statements made in this Prospectus as to
the contents of any contract, agreement or other document referred to are
not necessarily complete. With respect to each such contract, agreement or
other document filed as an exhibit to the Registration Statement and the
exhibits thereto, reference is hereby made to the exhibit for a more
complete description of the matter involved, and each statement made herein
shall be deemed qualified in its entirety by such reference. See "Documents
Incorporated by Reference."
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files periodic reports, proxy and information statements and
other information with the Commission. The Registration Statement filed by
the Company with the Commission, as well as such reports, proxy and
information statements and other information filed by the Company with the
Commission, may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the
Commission located at 7 World Trade Center, Suite 1300, New York, New York
10048, and the Chicago Regional Office, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such material, when filed, may
also be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The Common
Stock is traded on the New York Stock Exchange and such reports, proxy and
information statements and other information concerning the Company are
available at the offices of the New York Stock Exchange located at 20 Broad
Street, New York, New York 10005.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents or portions thereof filed by the Company with
the Commission are hereby incorporated by reference in this Prospectus:
(i) the Company's Annual Report on Form 10-K for the year ended
December 31, 1993;
(ii) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994 (the "1994 First Quarter Form 10-Q");
(iii) the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994 (the "1994 Second Quarter Form 10-Q");
(iv) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994 (the "1994 Third Quarter Form 10-Q"); and
(v) the Company's Proxy Statement dated March 30, 1994, relating to
the solicitation of proxies in connection with the Company's
1994 Annual Meeting of Stockholders.
In addition, all reports and definitive proxy statements filed
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 Common Stock made hereby shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in a 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 subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person,
a copy of any or all of the foregoing documents incorporated hereby by
reference (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into documents that this Prospectus
incorporates). Written or telephone requests should be directed to the
Secretary of the Company at Tech-Sym Corporation, 10500 Westoffice Drive,
Suite 200, Houston, Texas 77042-5391, telephone (713) 785-7790.
THE COMPANY
Tech-Sym Corporation is a diversified electronics manufacturing
company primarily involved in the design, development and manufacture of
products used in defense, petroleum exploration, radio broadcasting,
meteorology, environmental instrumentation, radio and telephone
communication, air traffic control and space. The Company operates through
seven principal subsidiaries from its headquarters in Houston, Texas.
Products are marketed independently through each of the Company's operating
subsidiaries.
Syntron, Inc., located in Houston, Texas, with subsidiaries in
England and Singapore, designs, manufactures and repairs data acquisition
and control systems used in the exploration and production of oil and gas.
It also makes products which control the depth and measure the direction
and location of each segment of seismic towed arrays. Syntron's primary
customers are companies throughout the world which are engaged in the
offshore exploration for hydrocarbons, including independent oil companies,
national oil companies and service companies.
Metric Systems Corporation in Fort Walton Beach, Florida, and Sumter,
South Carolina, designs and manufactures a variety of electronic systems
for industrial customers and for domestic and foreign government agencies.
Metric Systems' products include systems for training military pilots and
crews; cargo handling and aerial delivery systems; and electronic control,
monitoring and power distribution systems for naval applications.
Continental Electronics Corporation in Dallas, Texas, designs and
manufactures high power radio frequency energy sources used for radio
broadcasts, communications, radar systems and special applications.
Continental's customers include the commercial radio broadcast industry,
private and governmental agencies that operate radio stations, governmental
agencies that engage in scientific research, industrial organizations whose
applications include radio frequency heating and government defense
agencies. Continental owns a majority equity interest in Continental -
Lensa S.A. in Santiago, Chile, which designs, manufactures and sells solid
state AM broadcast transmitters.
TRAK Microwave Corporation in Tampa, Florida, with a subsidiary in
Scotland, is an established supplier of active and passive electronic
microwave components, microwave subsystems and precision timing equipment.
TRAK's principal customers are domestic and foreign manufacturers of
communications systems, defense electronics products, aircraft, missiles,
satellites and navigation systems.
Enterprise Electronics Corporation ("EEC") in Enterprise, Alabama, is
a worldwide leader in weather radar technology. The meteorological systems
it designs and manufactures detect, analyze and display information on
weather patterns and events through the use of sophisticated Doppler radars
and computer processing. These systems are a major element of population
safety programs when dealing with natural disasters such as hurricanes,
tornadoes and other severe weather events. They are also utilized
extensively for airport weather safety analysis such as wind shear warning,
agricultural weather prediction, hydrology and flood warning efforts. EEC's
customers include meteorology departments of universities and governmental
agencies, military organizations, television stations and other commercial
organizations which sell weather data.
Tecom Industries, Incorporated, in Chatsworth, California, designs
and manufactures antennas and computer-controlled electromechanical
positioners for wireless communication, navigation, surveillance and
command control applications. Its customers are original equipment
manufacturers and end users in both foreign and domestic markets.
Anarad, Inc., in Santa Barbara, California, designs, manufactures and
sells electronic equipment and computer software used by utilities,
incinerators, and industrial plants to monitor emissions and to analyze and
control industrial processes.
The Company's corporate headquarters are located at 10500 Westoffice
Drive, Suite 200, Houston, Texas 77042-5391, and its telephone number is
(713) 785-7790.
USE OF PROCEEDS
The Selling Stockholders will receive all of the net proceeds from
the sale of the shares of Common Stock offered hereby. The Company will not
receive any of the proceeds from the sale of the Common Stock offered
hereby.
<PAGE>
SELLING STOCKHOLDERS
This Prospectus relates to the periodic offer and sale of up to 40,000
shares of Common Stock by the Selling Stockholders listed below. The
following table sets forth the names of the Selling Stockholders, the
number of shares of Common Stock beneficially owned by each of them as of
October 31, 1994, and the number of shares covered by this Prospectus.
<TABLE>
<CAPTION>
Amount to be Beneficially
Owned After Offering<F2>
Number of Shares ----------------------------------
of Common Stock Number of Shares of
Beneficially Owned Common Stock Covered Number of Shares
Selling Stockholders Before Offering by this Prospectus <F1> of Common Stock Percentage
- -------------------- ------------------ ----------------------- ---------------- ----------
<S> <C> <C> <C> <C>
Estate of Keith R. Beeman 10,000 9,000 10,000 *
A. A. Gallotta, Jr.<F3> -- 5,000 -- *
Christopher C. Kraft, Jr.<F3> 500 6,000 500 *
Walter B. Putnam 100 10,000 100 *
Joal A. Teresko<F3> 1,500 10,000 1,500 *
<FN>
* less than one percent (1%).
<F1> All of such shares are shares to be received upon the exercise of
stock options previously granted by the Company except for 600 shares
held by Mr. Teresko that were received upon a previous exercise of
stock options.
<F2> Assumes all shares covered by this Prospectus are sold.
<F3> Current director of the Company.
</TABLE>
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby may be sold from time to time
in ordinary brokerage transactions on the NYSE or in privately negotiated
transactions, through agents or directly to one or more purchasers, at the
prevailing market price, at prices related to such prevailing market
prices, at fixed prices which may be changed or at negotiated prices. The
Selling Stockholders may effect such transactions by selling the shares of
Common Stock offered hereby to or through agents, underwriters or broker-
dealers, and such persons may require compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or
the purchaser of such shares of Common Stock.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby is being
passed upon for the Company by its General Counsel and Secretary,
J. Rankin Tippins.
EXPERTS
The financial statements and schedules incorporated by reference
herein, to the extent and for the periods indicated in their reports, have
been audited by Price Waterhouse LLP, independent public accountants, and are
incorporated by reference herein in reliance upon the authority of said
firm as experts in giving said reports.
