REGISTRATION NO. 33-59491
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TECH-SYM CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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NEVADA 3829 74-1509818
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(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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10500 WESTOFFICE DRIVE
HOUSTON, TEXAS 77042
(713) 785-7790
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
WENDELL W. GAMEL
CHAIRMAN OF THE BOARD AND PRESIDENT
TECH-SYM CORPORATION
10500 WESTOFFICE DRIVE
HOUSTON, TEXAS 77042
(713) 785-7790
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
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ANDREWS & KURTH L.L.P. J. RANKIN TIPPINS BAKER & BOTTS, L.L.P.
4200 TEXAS COMMERCE TOWER GENERAL COUNSEL 3000 ONE SHELL PLAZA
HOUSTON, TEXAS 77002 TECH-SYM CORPORATION 910 LOUISIANA
ATTN: THOMAS P. MASON, ESQ. 10500 WESTOFFICE DRIVE HOUSTON, TEXAS 77002
(713) 220-4200 HOUSTON, TEXAS 77042 ATTN: J. DAVID KIRKLAND, JR., ESQ.
(713) 785-7790 (713) 229-1234
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective and the
conditions to consummation of the Merger have been satisfied or waived.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
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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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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.751 of the Nevada Business Corporation Act (the "Act") provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding if he acted in good faith
and in a manner which he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect of any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Further, such Act provides that a corporation may indemnify any person was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses, including attorney's fees, actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the corporation, but no
indemnification shall be made in respect of any claim, issue or matter as to
which such person has been adjudged to be liable for negligence or misconduct
in the performance of his duty to the corporation unless and only to the
extent that the court in which such action or suit was brought determines upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is a fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
Section 35 of Tech-Sym's Bylaws provides, in general, that Tech-Sym shall
indemnify its officers an directors to the fullest extent permissible under
Nevada law.
Tech-Sym provides liability insurance for each director or officer for
certain losses arising from claims or charges made against them while acting
in their capacities as directors or officers of Tech-Sym. Such expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following is a complete list of Exhibits filed as part of this
Registration Statement:
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EXHIBIT
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2.1 -- Agreement and Plan of Merger dated as of May 11, 1995 (the "Merger Agreement"), among
Tech-Sym Corporation ("Tech-Sym"), CSD, Inc. ("CSD") and CogniSeis Development, Inc.
("CogniSeis") (included as Appendix A to the Joint Proxy Statement/Prospectus included
herein).
3.1 -- Articles of Incorporation of Tech-Sym, as amended (filed as Exhibit 3(a) to Annual Report
on Form 10-K for the year ended December 31, 1989 and incorporated herein by reference).
3.3 -- Bylaws of Tech-Sym, as amended (filed as Exhibit 3(b) to Tech-Sym's Annual Report on Form
10-K for the year ended December 31, 1993 and incorporated herein by reference).
II-1
4.1 -- Amended and Restated Rights Agreement dated as of June 1, 1988, between Tech-Sym and
Continental Stock Transfer and Trust Company, as Rights Agent (filed as Exhibit 4(a) to
Tech-Sym's Annual Report on Form 10-K for the year ended December 31, 1993 and
incorporated herein by reference).
*5.1 -- Opinion of Andrews & Kurth L.L.P. as to the legality of the securities being registered.
*8.1 -- Opinion of Baker & Botts, L.L.P. as to certain federal income tax matters.
*23.1 -- Consent of Ernst & Young LLP, Independent Auditors
*23.2 -- Consent of Independent Accountants
*23.3 -- Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
*23.4 -- Consent of Baker & Botts, L.L.P. (included in Exhibit 8.1).
*24.1 -- Powers of Attorney (included in Part II of this Registration Statement).
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* Filed herewith.
ITEM 22. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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.
The undersigned registrant hereby undertakes that, 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.
The undersigned registrant hereby undertakes as follows:
(1) that, prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form;
(2) that every prospectus (i) that is filed pursuant to paragraph (1)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to the
registration statement and will not be used until such amendment is effective,
and that, for purposes 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) to respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this
form, within one business day of receipt of such request,
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and to send the incorporated documents by first class mail or other equally
prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the
date of responding to the request; and
(4) to supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when it
became effective.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON,
STATE OF TEXAS, ON THE 30th DAY OF MAY, 1995.
TECH-SYM CORPORATION
By: J. RANKIN TIPPINS
SECRETARY AND GENERAL COUNSEL
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
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SIGNATURE TITLE DATE
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------------------------------ Chairman of the Board, President May 30, 1995
Wendell W. Gamel and Chief Executive Officer;
Director (Principal Executive
Officer)
*
------------------------------ Vice President, Treasurer, Controller May 30, 1995
Ray F. Thompson and Chief Financial Officer
(Principal Financial and Accounting
Officer)
*
------------------------------ Vice President, Director May 30, 1995
Coy J. Scribner
*
------------------------------ Director May 30, 1995
W. L. Creech
*
------------------------------ Director May 30, 1995
A. A. Gallotta, Jr.
*
------------------------------ Director May 30, 1995
Christopher C. Kraft, Jr.
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------------------------------ Director May 30, 1995
Robert E. Moore
*
------------------------------ Director May 30, 1995
Rollin J. Sloan
*
------------------------------ Director May 30, 1995
Joal A. Teresko
*
------------------------------ Director May 30, 1995
Charles K. Watt
*By: J. RANKIN TIPPINS
Attorney in Fact
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II-4
INDEX TO EXHIBITS
EXHIBIT
NUMBER IDENTIFICATION OF EXHIBITS
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2.1 -- Agreement and Plan of Merger dated as of May 11, 1995 (the
"Merger Agreement"), among Tech-Sym Corporation
("Tech-Sym"), CSD, Inc. ("CSD") and CogniSeis Development,
Inc. ("CogniSeis") (included as Appendix A to the Joint
Proxy Statement/Prospectus included herein).
3.1 -- Articles of Incorporation of Tech-Sym, as amended (filed as
Exhibit 3(a) to Annual Report on Form 10-K for the year
ended December 31, 1989 and incorporated herein by
reference).
3.3 -- Bylaws of Tech-Sym, as amended (filed as Exhibit 3(b) to
Tech-Sym's Annual Report on Form 10-K for the year ended
December 31, 1993 and incorporated herein by reference).
4.1 -- Amended and Restated Rights Agreement dated as of June 1,
1988, between Tech-Sym and Continental Stock Transfer and
Trust Company, as Rights Agent (filed as Exhibit 4(a) to
Tech-Sym's Annual Report on Form 10-K for the year ended
December 31, 1993 and incorporated herein by reference).
*5.1 -- Opinion of Andrews & Kurth L.L.P. as to the legality of the
securities being registered.
*8.1 -- Opinion of Baker & Botts, L.L.P. as to certain federal
income tax matters.
*23.1 -- Consent of Ernst & Young LLP, Independent Auditors
*23.2 -- Consent of Independent Accountants
*23.3 -- Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).
*23.4 -- Consent of Baker & Botts, L.L.P. (included in Exhibit 8.1).
24.1 -- Powers of Attorney (included in Part II of this Registration
Statement as originally filed).
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* Filed herewith.
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EXHIBIT 5.1
ANDREWS & KURTH
L.L.P.
ATTORNEYS
TEXAS COMMERCE TOWER
HOUSTON, TEXAS 77002
OTHER OFFICES:
WASHINGTON, D.C. TELEPHONE: (713)220-4200
DALLAS TELECOPIER: (713)220-4285
LOS ANGELES TELEX: 79-1208
NEW YORK
May 30, 1995
Board of Directors
Tech-Sym Corporation
10500 Westoffice Drive
Houston, Texas 77042
Gentlemen:
We have acted as counsel for Tech-Sym Corporation (the "Company" in
connection with the Company's Registration Statement on Form S-4 (the
"Registration Statement") relating to the registration of the issuance under the
Securities Act of 1993, as amended, of an aggregate of 964,000 shares of Common
Stock, par value $0.10 per share (the "Shares"), together with associated Common
Stock Purchase Rights, of the Company.
As the basis for the opinions hereinafter expressed, we have examined
such statutes, regulations, corporate records and documents, certificates of
public officials and other instruments as we have deemed necessary or advisable
for purposes of this opinion. In such examination, we have assumed the
authenticity of all documents submitted to us as originals and the conformity
with the original documents of all documents submitted to us as copies.
Based on the foregoing and on such legal considerations as we deem
relevant, we are of the opinion that:
(1) The 964,000 Shares of the Company to be issued as described in
the Registration Statement, are duly and validly authorized.
(2) Upon the issuance by the Company of the Shares as described in
the Registration Statement, such Shares will be validly issued, fully
paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Opinions" therein.
Very truly yours,
ANDREWS & KURTH L.L.P.
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EXHIBIT 8.1
BAKER & BOTTS
L.L.P.
ONE SHELL PLAZA
910 LOUISIANA
HOUSTON, TEXAS 77002-4995
AUSTIN TELEPHONE: (713)229-1234
DALLAS TELECOPIER: (713)229-1522
MOSCOW TELEX: 76-2779
NEW YORK
WASHINGTON, D.C.
May 30, 1995
CogniSeis Development, Inc.
2401 Portsmouth
Houston, Texas 77098
Gentlemen:
We are acting as counsel to CogniSeis Development, Inc. ("CogniSeis") in
connection with the proposed merger (the "Merger") of CSD Merger, Inc. ("CSD"),
a direct, wholly owned subsidiary of Tech-Sym Corporation ("Tech-Sym"), with and
into CogniSeis pursuant to an Agreement and Plan of Merger dated as of May 11,
1995 among Tech-Sym, CSD, and CogniSeis (the ("Merger Agreement").
The following opinion is based on our review of the Merger Agreement, the
Registration Statement on Form S-4 (Registration No. 33-59491), as amended by
Amendment No. 1 thereto, including the form of Proxy Statement/Prospectus with
respect to the Merger, as filed with the Securities and Exchange Commission on
the date hereof (the "Registration Statement"), and such other materials and
documents as we have deemed appropriate. In rendering our opinion, we have
assumed that the Merger will be consummated as described in the Merger Agreement
and the Registration Statement, that the facts, representations, and warranties
set forth in the Merger Agreement and the Registration Statement are accurate,
and that the covenants, conditions, and obligations set forth in the Merger
Agreement have been and will be fulfilled.
On the basis of the foregoing, we are of the opinion, based on existing law
and regulations, that the discussion set forth in the form of Proxy
Statement/Prospectus included in the Registration Statement under the caption
"The Merger -- Certain Federal Income tax Consequences," to the extent it sets
forth conclusions of law, is an accurate summary of the principal United States
federal income tax consequences of the Merger.
We hereby consent to the use of our name under the captions "The Merger --
Certain Federal Income Tax Consequences" and "Legal Opinions" in the form of
Proxy Statement/Prospectus included in the Registration Statement and to the
filing of this opinion with the Securities and Exchange Commission as an exhibit
to the Registration Statement. In giving such consent, we do not admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.
Very truly yours,
BAKER & BOTTS, L.L.P.
By: /s/ STUART F. SCHAFFER
Stuart F. Schaffer
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Experts" and
"CogniSeis Selected Financial Data" and to the use of our report dated
September 9, 1994, except for Note 9 as to which the date is May 19, 1995,
with respect to the consolidated financial statements of CogniSeis
Development, Inc. included in the Registration Statement (Form S-4 No.
33-59491) of Tech-Sym Corporation for the registration of up to 964,000
shares of its common stock.
ERNST & YOUNG LLP
Houston, Texas
May 30, 1995
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-4 of Tech-Sym
Corporation of our report dated February 23, 1995, which appears on page 36 of
the issuer's 1994 Annual Report to Shareholders, which is incorporated by
reference in its Annual Report on Form 10-K for the year ended December 31,
1994. We also consent to the incorporation by reference of our report on the
Financial Statement Schedules, which appears on page S-2 of such Annual Report
on Form 10-K. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Houston, Texas
May 30, 1995
