As filed with the Securities and Exchange Commission on April 9, 1997
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
TRINITECH SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
New York 3577 06-1344888
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
333 Ludlow Street
Stamford, CT 06902
(203) 425-8000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
William E. Alvarez, Jr.
Chief Financial Officer
Trinitech Systems, Inc.
333 Ludlow Street
Stamford, CT 06902
(203) 425-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------------
COPIES TO:
Robert L. Frome, Esq.
OLSHAN GRUNDMAN FROME & ROSENZWEIG
505 Park Avenue
New York, New York 10022
(212) 753-7200
----------------------------
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
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>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Shares Amount to be Aggregate Price Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
- --------------------------------------------------------------------------------------------=================
<S> <C> <C> <C> <C>
Common Shares upon
exercise of Warrants 570,837 $5.00 (1) $2,854,185 $ 864.90
- --------------------------------------------------------------------------------------------=================
Common Shares,
$.001 par value 800,000 $5.00 (1) $4,000,000 $1,212.12
- --------------------------------------------------------------------------------------------=================
Warrants 570,837 $2.83 (2) $1,615,468 $ 489.53
- --------------------------------------------------------------------------------------------=================
</TABLE>
(1) - The average of the high / low prices on April 7, 1997.
(2) - Of such Warrants 245,000 are exercisable at $2.00 per share, 82,500 are
exercisable at $2.25 per share, 3,787 are exercisable at $2.40 per share, 3,800
are exercisable at $2.67 per share, 90,000 are exercisable at $3.00 per share,
50,000 are exercisable at $3.50 per share, 28,250 are exercisable at $4.50 per
share, and 67,500 are exercisable at $5.13 per share.
-----------------------------------------
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, as amended, or until the
Registration Statement shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
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 APRIL 9, 1997
PROSPECTUS
1,370,837 Common Shares
570,837 Common Shares and Warrants
TRINITECH SYSTEMS, INC.
This Prospectus relates to the reoffer and resale by certain selling
shareholders (the "Selling Shareholders") of Common Shares, $.001 par value (the
"Common Shares"), of Trinitech Systems, Inc. (the "Company"). Of such Common
Shares, (i) 800,000 shares relate to a secondary distribution of Common Stock by
certain Selling Shareholders and (ii) 570,837 shares (the "Warrant Shares")
relate to the secondary distribution by holders of warrants described herein
(the "Warrants"). The 570,837 Warrants relate to the secondary distribution by
certain of the Selling Shareholders of Warrants to purchase Common Stock. See
"Principal and Selling Shareholders" and "Plan of Distribution". The Company
will not receive any of the proceeds from the sale of Common Stock by the
Selling Shareholders, but will receive the exercise price upon ultimate
exercise, if any, of the Warrants.
The Selling Shareholders have advised the Company that the resale of
their Common Shares may be effected from time to time in one or more
transactions solely on the American Stock Exchange (the "AMEX"), in negotiated
transactions or otherwise at market prices prevailing at the time of sale or at
prices otherwise negotiated. The Selling Shareholders may effect such
transactions by selling the Common Shares to or through broker-dealers who may
receive compensation in the form of discounts, concessions or commissions from
the Selling Shareholders and/or the purchasers of the Common Shares for whom
such broker-dealers amy act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer may be in excess of
customary commissions). Any broker-dealer acquiring the Common Shares from the
Selling Shareholders may sell such securities in its normal market activities,
through other brokers on a principal or agency basis, in negotiated
transactions, to its customers or through a combination of such methods. See
"Plan of Distribution". The Company will bear all expenses in connection with
the preparation of this Prospectus.
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES
A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" AT PAGE 4 HEREOF.
The Common Shares are traded on the AMEX under the symbol "TSI". On April 7,
1997, the last sales price for the Common Shares on the AMEX was $5.00.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE 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 April __, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Such reports and other information
can be inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
as well as at the following regional offices: Seven World Trade Center, Suite
1300, New York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can also be obtained from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Such material may also be accessed
electronically by means of the Commission's home page on the Internet at
http://www.sec.gov. The Common Shares are listed on the AMEX and such reports
and other information may also be inspected at the offices of AMEX, 86 Trinity
Place, New York, NY 10006.
TABLE OF CONTENTS
AVAILABLE INFORMATION......................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............... 3
RISK FACTORS.................................................. 4
THE COMPANY................................................... 5
USE OF PROCEEDS............................................... 6
SELLING SHAREHOLDERS.......................................... 6
PLAN OF DISTRIBUTION.......................................... 8
LEGAL MATTERS................................................. 9
EXPERTS....................................................... 9
ADDITIONAL INFORMATION........................................ 9
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996, is incorporated by reference in this Prospectus and shall be
deemed to be a part hereof. All subsequent reports filed by the Company on Forms
10-KSB, 10-QSB, 8-K or otherwise, prior to the termination of this offering, are
deemed to be incorporated by reference in this Prospectus and shall be deemed to
be a part hereof from the date of filing of such documents. All documents filed
by the Company pursuant to Sections 13(a), 13(c), 14 or 15 of the Exchange Act,
subsequently filed by the Company prior to the termination of this offering, are
deemed to be incorporated by reference in this Prospectus and shall be deemed to
be a part hereof from the date of filing of such documents.
The Company's Application for Registration of its Common Shares under
Section 12(b) of the Exchange Act filed on April 9, 1997 is incorporated by
reference in this Prospectus and shall be deemed to be a part hereof.
The Company hereby undertakes to provide without charge to each
person to whom a copy of this Prospectus has been delivered, on the written or
oral request of any such person, a copy of any or all of the documents referred
to above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents. Written requests for such copies should
be directed to William E. Alvarez, Jr., Chief Financial Officer and Secretary,
Trinitech Systems, Inc., 333 Ludlow Street, Stamford, CT 06902. Oral requests
should be directed to such individual (telephone number (203) 425-8000).
--------------------------------
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations 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 but, the securities offered
hereby to any person in any state or other jurisdiction in which such offer or
solicitation is unlawful. The delivery of this Prospectus at any time does not
imply that information contained herein is correct as of any time subsequent to
its date.
3
<PAGE>
RISK FACTORS
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. IN
ADDITION TO THE OTHER INFORMATION CONTAINED HEREIN, EACH PROSPECTIVE INVESTOR
SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS INHERENT IN, AND AFFECTING
THE BUSINESS OF, THE COMPANY BEFORE MAKING AN INVESTMENT DECISION.
1. LIMITED HISTORY OF OPERATIONS; LOSSES SINCE INCEPTION. The
Company has conducted its business operations since June 1991 and has had
limited revenue from operations or other financial results upon which investors
may base an assessment of its potential. The Company has had operating losses
since its inception in 1991 through December 31, 1996 of approximately
$1,503,000 and there can be no assurance that the Company will succeed in
implementing its business strategy or achieving profitable operations in the
future.
2. NEW PRODUCTS AND TECHNOLOGICAL CHANGE. The markets for the
Company's products are characterized by rapidly changing technology and new
product introductions. Accordingly, the Company believes that its future success
will depend on its ability to enhance its existing products and to develop and
introduce in a timely fashion new products that achieve market acceptance. The
Company has been able to develop and launch products supporting industry
standard operating systems and networks. Management believes that the Company
will be able to continue to compete and adapt to potential new future industry
standards, although there can be no assurance that the Company will in fact be
able to identify, develop, assemble, market or support such products
successfully or that the Company will in fact be able to respond effectively to
technological changes or product announcements by competitors.
3. DEPENDENCE ON PRINCIPAL CUSTOMERS. During the year ended December
31, 1996, two customers accounted for approximately 57% (non-financial service
firm customer) and 15%, respectively of total sales, and during the year ended
December 31, 1995 three customers accounted for approximately 38% of total
sales. Although the Company is presently negotiating, and anticipates entering
into, additional contracts to supply its Trinitech TouchPad(R) and software
products, it is likely to be a dependent on a limited number of significant
customers for the foreseeable future. If the Company is not able to replace such
revenue, the loss of any such significant customer would likely have a material
adverse effect on the Company's revenue.
4. DEPENDENCE ON KEY MANAGEMENT. The Company's success is dependent
upon the expertise of the key members of its management team, particularly its
President and Chief Executive Officer, Mr. Peter Kilbinger Hansen. The loss of
Mr. Hansen's services would, and the loss of the services of Mr. Lars Kragh,
Vice President-Research and Development Manager, may, have a material adverse
effect upon the operations of the Company. There can be no assurance that the
Company will be successful in recruiting or retaining the additional qualified
personnel which may be necessary to maintain its operations and achieve
projected growth.
5. COMPETITION. The Company believes that it competes favorably
because of its competitive marketing and niche orientation combined with its
product range and open architecture strategy, offering connection to all major
industry computer networks and operating and window manager systems. However,
the Company does face competition from a variety of providers, and may face
competition from a variety of potential providers, many of which have or will
have considerably larger and greater financial and human resources and marketing
capabilities.
6. NO DIVIDENDS. The Company has not paid cash dividends on any of
its shares of Common Stock and has no present ability to pay such dividends. Any
earnings derived from the Company's operations are expected to be utilized by
the Company for its continued development.
7. EFFECT OF SALES BY SELLING STOCKHOLDERS. The shares of Common
Stock may be offered by the Selling Stockholders in the AMEX or in negotiated
transactions, or a combination of such methods of sale, at fixed prices which
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated prices. Owing to the
significant number of shares of Common Stock offered hereby, sales of such
shares, and of any other shares held by stockholders of the Company which may be
publicly sold, may have an adverse effect on the market price of the Common
Stock, depending on the volume and the duration of time of such sales.
4
<PAGE>
THE COMPANY
TRINITECH SYSTEMS, INC. (the "Company" or "Trinitech") develops and
markets advanced electronic trading systems to brokerage firms, international
banks and global exchanges trading in equities, currencies and futures &
options. The Company has also successfully leveraged its patented flat panel
hardware technology, its Trinitech TouchPad(R), through sales outside the
financial sector.
The Company's goal is to become the leading provider of real-time
electronic trade entry and routing systems to the global financial services
industry thereby offering its customers the ability to enter and route orders
and executions from "end-to-end," from the buy-side/retail institution or remote
branch office through to the exchange floors and electronic exchanges. The
Company is setting new standards for the future in this regard and its
technology is being used by such firms as Morgan Stanley & Co., Inc., J.P.
Morgan Securities, Inc., Lehman Brothers, Inc., Merrill Lynch Pierce, Fenner &
Smith, Inc., Smith Barney, Inc., CS First Boston, Paine Webber, Incorporated,
Donaldson, Lufkin & Jenrette, Inc., Pershing Trading Corp., and Dean Witter
Reynolds, Inc. among others.
The Company's systems provide electronic order entry, order routing,
tracking and risk monitoring capabilities, replacing existing paper and
telephone based trading and eliminating a number of redundant steps in the order
flow and execution reporting process. The Company believes that the trading
industry is inevitably moving from a paper and voice driven tracking environment
to real-time electronic-based trading. The primary reasons for this transition,
the Company believes, are the increased order and information flow provided by
an electronic trading environment, the subsequent improvement in trading
performance and elimination of trading errors as a result of the availability of
on-line risk management, and the cost efficiencies associated with electronic
trading. Recurring, high profile trading scandals have provided further impetus
for the implementation by financial risk managers of electronic trading systems
with risk monitoring capabilities.
All the Company's products are available in flexible building blocks
that can be sold either together or separately to complement existing customer
components. This has given the Company the ability to collect revenue from each
"link" of the trading process. The Company also continues to expand its product
portfolio with new and complementary software modules that allow the Company to
collect revenue from multiple levels. The Company now offers its trading systems
on a subscription or transaction basis, with hardware, software and maintenance
provided for a monthly fee. For the Company's customers, the new pricing model
offers minimal up-front investment in technology as well as an alternative to
costly in-house development. For the Company, it offers a simplification of the
sales cycle as well as significant recurring revenue.
In October 1996, the Company launched its NYSE Data Center which
provides its equities customers access to its subscription-based quote, order
and execution routing systems. The Data Center offers member firms the ability
to utilize the Company's systems without having to invest in a communications
infrastructure. Furthermore, the Company's Data Center offers the potential for
an "any to any" relationship for routing orders and executions between and among
firms and the NYSE. During 1997, in conjunction with other major firms and
exchanges, the Company will be working to establish a transaction data center
for the futures & options industry with the potential for a similar arrangement
for electronic order and execution routing. (Part of the gross proceeds from the
Company's March 7, 1997 private placement of 800,000 shares of its common stock
with gross proceeds of $3.6 million, will be used to finance both of these
areas). Going forward into 1997, the Company has repositioned itself for
substantial growth. It can now provide the raw terminals (through its hardware
products), the software, and the infrastructure (through its Data Centers) to
tie the trading industry together for the electronic entry and routing of orders
and executions.
(R)-TRINITECH TOUCHPAD, GUIDED-INPUT, X-PAD, TRINITECH, THE COMPANY'S
LOGO "T", AND TRINITECH SYSTEMS ARE REGISTERED TRADEMARKS OF TRINITECH SYSTEMS,
INC
5
<PAGE>
USE OF PROCEEDS
There are no net proceeds to be realized by the Company from the
sale of the Common Stock by the Selling Stockholders, except upon ultimate
exercise, if any, of outstanding Warrants. The net proceeds to the Company of
the eventual exercise of the Warrants, if any, may not be used immediately. The
funds raised by any exercise of the Warrants will be retained and used for
general working capital purposes. Any such net proceeds that are not expended
immediately may be deposited in interest bearing or non-interest bearing
accounts, or invested in government obligations, certificates of deposit or
similar short-term investments. Assuming the exercise of all outstanding
Warrants, the Company would realize approximately $1,613,000 in gross proceeds.
SELLING STOCKHOLDERS
The following table sets forth (i) the number of Common Shares
beneficially owned by each Selling Shareholder as of April 7, 1997, (ii) the
number of Shares to be offered for resale by each Selling Shareholder and (iii)
the number and percentage of Common Shares to be held by each Selling
Shareholder after completion of the offering.
<TABLE>
<CAPTION>
Shares Beneficially Shares Shares Beneficially
Owned Prior to Available Owned After
Offering for Sale in Offering
Selling Stockholders Number Percent Offering Number Percent
- -------------------- ------ ------- -------- ------ -------
<S> <C> <C> <C> <C> <C>
Peter Kilbinger Hansen (1) 960,850 11.0% 122,500 838,350 9.6%
Lars Kragh (2) 212,650 2.4% 75,000 137,650 1.6%
John Chapman (3) 30,000 * 30,000 - *
Craig M. Shumate (4) 60,087 * 60,087 - *
Carl E. Warden (5) 436,200 5.0% 135,000 301,200 3.5%
Stephen R. Adams 5,000 * 5,000 - *
Robert Alpert 50,000 * 50,000 - *
Robert H. Bachler 4,000 * 4,000 - *
Robert H. Bachler Trustee FBO
Alys Bachler 8,000 * 8,000 - *
Robert H. Bachler Trustee FBO
Craig R Bachler 2,000 * 2,000 - *
Robert H. Bachler Trustee FBO
Joyce Pearson 8,000 * 8,000 - *
Robert H. Bachler Trustee FBO
Robert Wunderlich 8,000 * 8,000 - *
George R. Begley (6) 5,000 * 5,000 - *
Clyde Berg 25,000 * 10,000 15,000 *
BIM3 Investments 25,000 * 25,000 - *
Kevin Conlon (6) 10,000 * 10,000 - *
Raymond H. Cope (8) 10,000 * 10,000 - *
Glen S. Cutler Estate Trust 3,000 * 3,000 - *
Guy Michael Dart 19,000 * 19,000 - *
Guy Michael Dart FBO Lindsay Dart 45,000 * 45,000 - *
Jeanette Dailey Dart 1,000 * 1,000 - *
Stephen Dart 15,000 * 15,000 - *
William M. DeArman 20,000 * 20,000 - *
John E. Drury 25,000 * 25,000 - *
Dirk B. Dudgeon 5,000 * 5,000 - *
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Shares Beneficially Shares Shares Beneficially
Owned Prior to Available Owned After
Offering for Sale in Offering
Selling Stockholders Number Percent Offering Number Percent
- -------------------- ------ ------- -------- ------ -------
<S> <C> <C> <C> <C> <C>
Fred M. Ferreira 7,000 * 7,000 - *
Fowler Family Trust 5,000 * 5,000 - *
Hugh H. Gordon (401K Plan) 5,000 * 5,000 - *
Clark A. Gunderson 65,000 * 10,000 55,000 *
Horton Living Trust 5,000 * 5,000 - *
Murphy Neal Jones (9) 13,250 * 13,250 - *
Richard D. Jordan 55,500 * 25,000 30,500 *
Billie Key 10,000 * 5,000 5,000 *
Alan M. & Stephanie W. Kirchick (7) (8) 24,250 * 24,250 - *
Jonathan G. Krass 10,000 * 10,000 - *
John R. Lakian (6) 20,000 * 20,000 - *
Curtis C. Lanning Family Trust 10,000 * 10,000 - *
Alice Liebovit (6) 10,000 * 10,000 - *
Martha Logan (6) 20,250 * 20,250 - *
Bradley T. & Wendy R. Marlin (7) (8) 29,250 * 29,250 - *
Larry Martin 25,000 * 25,000 - *
Michael Associates 50,000 * 50,000 - *
Steve A. Minor 5,000 * 5,000 - *
Robert Scott & Mary Lou Moore (7)(8) 24,250 * 24,250 - *
Wiley Gregory Orr 10,000 * 10,000 - *
James Peacock (6) 1,000 * 1,000 - *
Regnolds Living Trust (8) 5,000 * 5,000 - *
Research Works (6) 50,000 * 50,000 - *
Jerome E. Robertson 10,000 * 10,000 - *
Jerome E. Robertson Profit Sharing Plan 12,000 * 12,000 - *
Joseph C. Roselle 50,000 * 50,000 - *
William A. Rothrock, IV 5,000 * 5,000 - *
Don A. Sanders 30,000 * 30,000 - *
Douglas Sobey 10,000 * 10,000 - *
Joseph G. Straining 5,000 * 5,000 - *
Dave W. Sutch (401K Plan) 5,000 * 5,000 - *
Barbara Thomas (6) 1,000 * 1,000 - *
James J. Trainor 50,000 * 50,000 - *
Clare Walsh (6) 30,000 * 30,000 - *
Eric Warden (7) (8) 35,250 * 35,250 - *
Kenneth W. Wimberly Pension/Profit Plan 10,000 * 10,000 - *
Julian Wolf (401K Plan) 5,000 * 5,000 - *
Jack Worley, IRA 20,000 * 20,000 - *
Larry Zaffuto (6) 22,750 * 22,750 - *
</TABLE>
- ---------------
* - Represents less than one percent (1%).
The persons named in the table, to the Company's knowledge, have
sole voting and investment power with respect to all shares shown as
beneficially owned by them, subject to community property laws where applicable
and the footnotes to this table. The calculation of Common Shares beneficially
owned was determined in accordance with Rule 13d-3 of the Exchange Act.
7
<PAGE>
(1) Includes 650,000 shares held by TechSoft, a corporation partially owned
by Mr. Kilbinger Hansen, which shares may be deemed to be beneficially
owned by Mr. Kilbinger Hansen. Also includes 122,500 shares to be sold
upon exercise of Warrants therefor. Mr. Hansen serves as President and
Chief Executive Officer and as Chairman of the Board of Directors of
the Company and his address is c/o Trinitech Systems, 333 Ludlow
Street, Stamford, CT 06902
(2) Includes 75,000 shares issuable upon exercise of warrants therefor. Mr.
Kragh serves as Vice President - Research and Development of the
Company.
(3) These shares are issuable upon exercise of warrants therefor. Dr.
Chapman serves as a Director of the Company.
(4) These shares are issuable upon exercise of warrants therefor. Mr.
Shumate serves as a Director of the Company.
(5) Includes 85,000 shares issuable upon exercise of warrants therefor. Mr.
Warden serves as a Director of the Company
(6) These shares are issuable upon exercise of warrants therefor.
(7) Includes 5,000 shares issuable upon exercise of warrants therefor.
(8) Beneficiary is a relative of Carl E. Warden, with respect to which
shares Mr. Warden disclaims beneficial ownership.
(9) Includes 8,250 shares issuable upon exercise of warrants therefor.
PLAN OF DISTRIBUTION
Of the shares of Common Stock offered hereby, a) 800,000 shares relate
to a secondary distribution by the Selling Shareholders and b) 570,837 shares
relate to the secondary distribution by holders of the Warrants described
herein. The 570,837 Warrants relate to the secondary distribution by certain of
the Selling Shareholders of Warrants to purchase Common Stock.
This offering is self-underwritten; neither the Company nor the Selling
Shareholders have employed an underwriter for the sale or resale of the Common
Shares or the exercise of the Warrants by the Selling Shareholders. The Company
will bear all expenses in connection with the preparation of this Prospectus.
The Selling Shareholders will bear all expenses associated with the sale of the
Common Shares.
The secondary distributions of the Common Stock may be offered for the
account of the Selling Stockholders from time to time solely on the AMEX, at
fixed prices that may be changed or in negotiated prices. The Selling
Stockholders may effect such transactions by selling shares to or through
broker-dealers, and all such broker-dealers may receive compensation in the form
of discounts, concessions or commissions from the Selling Stockholders and/or
the purchasers of Common Shares for whom such broker-dealers may act as agents
or to whom they sell as principals, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions).
Any broker-dealer acquiring Common Shares from the Selling Stockholders
may sell the shares either directly, in its normal market-making activities,
through or to other brokers on a principal or agency basis or to its customers.
Any such sales may be at prices then prevailing in the AMEX or at prices related
to such prevailing market prices or at negotiated prices to its customers or a
combination of such methods. The Selling Stockholders and any broker-dealers
that act in connection with the sale of Common Shares hereunder might be deemed
to be "underwriters" within the meaning of Section 2(11) of the Securities Act;
any commissions received by them and any profit on the resale of shares as
principal might be deemed to be underwriting discounts and commissions under the
Securities Act. Any such commissions, as well as other expenses of the Selling
Shareholders and applicable transfer taxes, are payable by the Selling
Stockholders.
8
<PAGE>
LEGAL MATTERS
Certain legal matters in connection with the issuance of the Shares
offered hereby have been passed upon for the Company by Olshan, Grundman, Frome
& Rosenzweig LLP, 505 Park Avenue, New York, NY 10022.
EXPERTS
The financial statements included in this prospectus have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.
ADDITIONAL INFORMATION
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act with respect to the Shares offered hereby. For
further information with respect to the Company and the securities offered
hereby, reference is made to the Registration Statement. Statements contained in
this Prospectus as to the contents of any contract or other document are not
necessarily complete; and in each instance, reference is made to the copy of
such contract or document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference.
9
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the issuance and
distribution of the securities being registered, all of which will be paid by
the Registrant, are as follows:
SEC Registration Fee.............................. $ 2,566.55
Printing and Engraving............................ 3,000.00
Blue Sky Fees and Expenses........................ 15,000.00
Legal and Accounting Fees and Expenses............ 50,000.00
Miscellaneous..................................... 4,433.45
----------
Total..................... $75,000.00
==========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Except as hereinafter set forth, there is no statute, charter
provision, by-law, contract or other arrangement under which any controlling
person, director or officer of the Company is insured or indemnified in any
manner against liability which he may incur in his capacity as such.
The Company's by-laws provide that every director and officer of the
Company and his heirs, executors, administrators and other legal personal
representatives shall be indemnified and held harmless from and against (a) any
liability and all costs, charges and expenses that he sanctions or incurs in
respect of any action, suit or proceeding that is proposed or commenced against
him for or in respect of anything done or permitted by him in respect of the
execution of the duties of his office and (b) all other costs charges and
expenses that he sustains or incurs in respect of the affairs of the Company.
The company maintains a $1 million directors and officers liability insurance
policy.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS*
3.1 Articles of Incorporation of Trinitech Systems, Inc. (Exhibit 3.1 to
Registrant's Form 10 filed March 5, 1993).
3.2 By-Laws of Trinitech Systems, Inc. (Exhibit 3.2 to Registrant's Form
10 filed March 5, 1993).
4.1 Certificate of Designation of Series A Preferred Stock (Exhibit 4.1
to Registrant's Form 10 filed March 5, 1993).
4.2 Specimen - Common Stock Certificate (Exhibit 4.2 to the Company's
Annual Report on Form 10K for the fiscal year ended December 31,
1993).
5.1 Opinion of Olshan Grundman Frome & Rosenzweig, included in Exhibit
23.2.
10.1 Employment Agreement with Peter Kilbinger Hansen dated January 1,
1991 (Exhibit 3.2 to Registrant's Form 10 filed March 5, 1993).
10.2 Revolving Credit Agreement, dated April 30, 1995, between First
Fidelity Bank and Trinitech Systems, Inc.
10.3 Amended and Restated 1991 Incentive Stock Option Plan of Trinitech
Systems, Inc.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Independent Public Accountants.**
23.2 Consent of Olshan Grundman Frome & Rosenzweig. **
24.1 Powers of Attorney (included on Page II-5).
- ----------------
* - Except as noted, all exhibits have been previously filed.
** - Filed herewith.
II-1
<PAGE>
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act") may be permitted to directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(a) To include any Prospectus required by Section
10(a)(3) of the Act;
(b) To reflect in the Prospectus any facts or events
which, individually or together, represent a fundamental
change in the information set forth in the Registration
Statement;
(c) To include any additional or changed material
information on the plan of distribution;
(2) That, for the purpose of determining any liability under the
Act, each 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 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 Act, each
post-effective amendment that contains a form of prospectus 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.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Stamford, State of Connecticut on this 9th day
of April, 1997.
TRINITECH SYSTEMS, INC.
By: /s/ Peter Kilbinger Hansen
--------------------------
Peter Kilbinger Hansen
Chairman and President
(Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
/s/ Peter Kilbinger Hansen Chairman and President April 9, 1997
- ------------------------------------ (Principal Executive Officer)
Peter Kilbinger Hansen
/s/ William E. Alvarez, Jr. Chief Financial Officer and Secretary April 9, 1997
- ------------------------------------ (Principal Accounting and
William E. Alvarez, Jr. Financial Officer)
/s/ Dr. John H. Chapman Director April 9, 1997
- ------------------------------------
Dr. John H. Chapman
/s/ Craig M. Shumate Director April 9, 1997
- ------------------------------------
Craig M. Shumate
/s/ Carl E. Warden Director April 9, 1997
- ------------------------------------
Carl E. Warden
</TABLE>
II-3
<PAGE>
POWERS OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated. Each of the undersigned
officers and directors of Trinitech Systems, Inc. hereby constitutes and
appoints Peter Kilbinger Hansen and William E. Alvarez, Jr., and each of them
singly, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him in his name 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 to prepare any and all exhibits thereto, and other documents in
connection therewith, and to make any applicable state securities law or blue
sky filings, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done to enable Trinitech Systems, Inc. to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, 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.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
/s/ Peter Kilbinger Hansen Chairman and President April 9, 1997
- ------------------------------------ (Principal Executive Officer)
Peter Kilbinger Hansen
/s/ William E. Alvarez, Jr. Chief Financial Officer and Secretary April 9, 1997
- ------------------------------------ (Principal Accounting and
William E. Alvarez, Jr. Financial Officer)
/s/ Dr. John H. Chapman Director April 9, 1997
- ------------------------------------
Dr. John H. Chapman
/s/ Craig M. Shumate Director April 9, 1997
- ------------------------------------
Craig M. Shumate
/s/ Carl E. Warden Director April 9, 1997
- ------------------------------------
Carl E. Warden
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
Exhibits
3.1 Articles of Incorporation of Trinitech Systems, Inc. (Exhibit 3.1 to
Registrant's Form 10 filed March 5, 1993).
3.2 By-Laws of Trinitech Systems, Inc. (Exhibit 3.2 to Registrant's Form
10 filed March 5, 1993).
4.1 Certificate of Designation of Series A Preferred Stock (Exhibit 4.1
to Registrant's Form 10 filed March 5, 1993).
4.2 Specimen - Common Stock Certificate (Exhibit 4.2 to the Company's
Annual Report on Form 10K for the fiscal year ended December 31,
1993).
5.1 Opinion of Olshan Grundman Frome & Rosenzweig, included in Exhibit
23.2.
10.1 Employment Agreement with Peter Kilbinger Hansen dated January 1,
1991 (Exhibit 3.2 to Registrant's Form 10 filed March 5, 1993).
10.2 Revolving Credit Agreement, dated April 30, 1995, between First
Fidelity Bank and Trinitech Systems, Inc.
10.3 Amended and Restated 1991 Incentive Stock Option Plan of Trinitech
Systems, Inc.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Independent Public Accountants.**
23.2 Consent of Olshan Grundman Frome & Rosenzweig. **
24.1 Powers of Attorney (included on Page II-5).
- ----------------
* - Except as noted, all exhibits have been previously filed.
** - Filed herewith.
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 18, 1997,
included Trinitech Systems, Inc.'s Form 10-KSB for the year ended December 31,
1996, and to all references to our firm included in this registration statement.
Arthur Andersen LLP
Stamford, Connecticut,
April 9, 1997
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 PARK AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 753-7200
April 9, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Trinitech Systems, Inc. -
Registration Statement on Form S-3
Gentlemen:
Reference is made to the Registration Statement on Form S-3
dated the date hereof (the "Registration Statement") filed with the Securities
and Exchange Commission by Trinitech Systems, Inc., a New York corporation (the
"Company"). The Registration Statement relates to the resale of an aggregate of
1,370,837 shares of Common Stock, $.001 par value, of the Company (the "Common
Stock"), including 570,837 shares of Common Stock issuable upon the exercise of
certain warrants of the Company.
We advise you that we have examined originals or copies
certified or otherwise identified to our satisfaction of the Certificate of
Incorporation and By-laws of the Company and minutes of meetings of the Board of
Directors of the Company and such other documents, instruments and certificates
of officers and representatives of the Company and public officials, and we have
made such examination of the law, as we have deemed appropriate as the basis for
the opinion hereinafter expressed. In making such examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, and the conformity to original documents of documents
submitted to us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the
Shares have been duly and validly issued, and are fully paid and non-assessable.
<PAGE>
April 9, 1997
Page -2-
We are members of the Bar of the State of New York and, except
as stated below, we express no opinion as to the laws of any jurisdiction other
than the State of New York and the federal laws of the United States of America.
We consent to the reference to this firm under the caption
"Legal Matters" in the prospectus that constitutes a part of the Registration
Statement.
Very truly yours,
/s/ OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
------------------------------------------
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
