As filed with the Securities and Exchange Commission on December 31, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRINITECH SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
New York
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(State or other jurisdiction of
incorporation or organization)
06-1344888
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(IRS Employer
Identification Number)
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333 Ludlow Street
Stamford, Connecticut 06902
(203) 425-8000
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(Address and telephone number of
Registrant's Principal Executive Offices)
------------------------------------------------------
Richard A. Castillo
Chief Financial Officer
Trinitech Systems, Inc.
333 Ludlow Street
Stamford, Connecticut 06902
(Name, Address and Telephone Number
of Agent for Service)
Copy to:
Adam W. Finerman, Esq.
Olshan Grundman Frome & Rosenzweig LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
<PAGE>
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. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================
Amount Proposed Maximum Proposed Maximum
Title of Shares to be to be Aggregate Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 par 600,000 $8.50(1) $5,100,000 $1504.50
value
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Common Stock, $.001 par 200,000 $8.50(1) $1,700,000 $501.50
value, issuable upon
exercise of Warrants
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Total $2006.00
==========================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based upon the average of the high and low
price of the Company's Common Stock, $.001 par value, on the American Stock
Exchange on December 28, 1998.
----------------------
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.
-2-
<PAGE>
WE WILL AMEND AND COMPLETE THE INFORMATION IN THIS PROSPECTUS. ALTHOUGH WE ARE
PERMITTED BY US FEDERAL SECURITIES LAWS TO OFFER THESE SECURITIES USING THIS
PROSPECTUS, WE MAY NOT SELL THEM OR ACCEPT YOUR OFFER TO BUY THEM UNTIL THE
DOCUMENTATION FILED WITH THE SEC RELATING TO THESE SECURITIES HAD BEEN DECLARED
EFFECTIVE BY THE SEC. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES
OR OUR SOLICITATION OF YOUR OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION
WHERE THAT WOULD NOT BE PERMITTED OR LEGAL.
PROSPECTUS
SUBJECT TO COMPLETION, DATED DECEMBER 31, 1998
800,000 SHARES OF COMMON STOCK
TRINITECH SYSTEMS, INC.
The Selling Stockholders listed in this Prospectus are offering and
selling an aggregate of 800,000 shares of Common Stock of Trinitech Systems,
Inc., including (i) 600,000 shares of Common Stock being offered by the Selling
Stockholders which were purchased from the Company in a private placement in
November 1998, (ii)175,000 shares of Common Stock issuable upon the exercise of
certain warrants issued to Peter Kilbinger Hansen and Jerome Belsen for certain
loans made to the Company and (iii) 25,000 shares of Common Stock issuable upon
the exercise of certain warrants issued to Saggi Capital Corporation for
financial advisory services rendered to the Company. All proceeds from the sale
of the Common Stock under this prospectus will go to the Selling Stockholders.
We will not receive any proceeds from the sale of such Common Stock.
Our common stock is listed on the American Stock Exchange under the
symbol "TSI". The last reported sale price on the American Stock Exchange for
our Common Stock on December 30, 1998 was $8.625 per share.
The Selling Stockholders may offer and sell their shares of Common
Stock through public or private transactions on the American Stock Exchange, at
prevailing market prices or at privately negotiated prices. The Selling
Stockholders may engage brokers or dealers who may receive commissions or
discounts from the Selling Stockholders. Any broker-dealer acquiring the Common
Stock from the Selling Stockholders may sell such securities in its normal
market-making 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." We will bear all expenses in connection
with the preparation of this Prospectus.
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THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BEGINNING AT PAGE 5 TO
READ ABOUT CERTAIN FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF THE
COMMON STOCK.
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Neither the Securities and Exchange Commission nor any State securities
commission has determined whether this prospectus is truthful or complete. They
have not made, nor will they make, any determination as to whether anyone should
buy these securities. Any representation to the contrary is a criminal offense.
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The date of this Prospectus is [ ] , 1999.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC"). You
may read and copy any document we file at the SEC's public reference room
located at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You
may obtain further information on the operation of the public reference room by
calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the
public over the Internet at the SEC's web site at http://www.sec.gov. You may
also request copies of such documents, upon payment of a duplicating fee, by
writing to the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Our common
stock is listed on the American Stock Exchange and such reports and other
information may also be inspected at the offices of AMEX at 86 Trinity Place,
New York, NY 10006.
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION.......................................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................3
ABOUT THIS PROSPECTUS......................................................3
THE COMPANY................................................................4
RISK FACTORS...............................................................5
USE OF PROCEEDS............................................................7
SELLING SHAREHOLDERS.......................................................8
PLAN OF DISTRIBUTION......................................................10
LEGAL MATTERS.............................................................10
ADDITIONAL INFORMATION....................................................11
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is
considered to be a part of this prospectus and information that we file later
with the SEC will automatically update and replace this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"):
(1) Our Annual Report on Form 10-KSB for the year ended December 31,
1997;
(2) Our Quarterly Reports on Form 10-QSB for the quarterly periods
ended March 31, 1998, June 30, 1998 and September 30, 1998; and
(3) Our Application for Registration of our common stock on Form 8-A
dated April 9, 1997.
You may request a copy of these filings (excluding the exhibits to
such filings which we have not specifically incorporated by reference in such
filings) at no cost, by writing or telephoning us at the following address:
Trinitech Systems, Inc.
333 Ludlow Street
Stamford, CT 06902
Attention: Chief Financial Officer
(203) 425-8000
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we filed with the
SEC. You should rely only on the information provided or incorporated by
reference in this prospectus or any related supplement. We have not authorized
anyone else to provide you with different information. The Selling Stockholders
will not make an offer of these shares in any state where the offer is not
permitted. You should not assume that the information in this prospectus or any
supplement is accurate as of any other date than the date on the front of those
documents.
-3-
<PAGE>
THE COMPANY
We develop and market advanced electronic trading systems to
brokerage firms, international global exchanges trading in equities, currencies
and futures & options. We also successfully leverage our patented flat panel
hardware technology, the Trinitech Touchpad(R), through sales outside the
financial sector.
Our goal is to become the leading provider of real-time
electronic trade entry and routing systems to the global financial services
industry thereby offering our 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. We are
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.
Our 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. All of our products are available in
flexible building blocks that can be sold either together or separately to
complement existing customer components. This has given us the ability to
collect revenue from each "link" of the trading process. We also continue to
expand our product portfolio with new and complimentary software modules that
allow us to collect revenue from multiple levels. We now offer our trading
systems on a subscription or transaction basis, with hardware, software and
maintenance provided for a monthly fee, offering to customers minimal up-front
investment in technology as well as an alternative to costly in-house
development, while allowing us a simplification of the sales cycle as well as
significant recurring revenue.
In September 1997, the Company launched its NYFIX Network, a
FIX (Financial Information Exchange Protocol) and Exchange Access Network
designed to provide the financial community with a central electronic meeting
place for routing real-time orders and other FIX messages. NYFIX was built upon
the original infrastructure of our NYSE Data Center which was established in
October 1996. NYFIX provides our equities customers access to its
subscription-based quote, order and execution routing systems as well as
providing connectivity between the buy- side, sell-side and exchange floor
environments. NYFIX offers member firms the ability to utilize our systems
without having to invest in a communications infrastructure. Furthermore, our
NYFIX Data Center offers the potential for an "any to any" relationship for
routing orders and executions between and among firms and the NYSE. We continue
to provide the raw terminals, software, and infrastructure to tie the trading
industry together for electronic entry and routing of orders and executions.
Trinitech TouchPad (R), Guided-Input, X-Pad, Trinitech, the
Company's logo "T", and Trinitech Systems are registered trademarks of Trinitech
Systems, Inc.
Our principal executive offices are located at 333 Ludlow
Street, Stamford, Connecticut, 06902. Our telephone number is (203) 425-8000.
-4-
<PAGE>
RISK FACTORS
THE PURCHASE OF OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU
SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS AND THE OTHER INFORMATION
IN THIS PROSPECTUS BEFORE DECIDING TO INVEST IN OUR COMMON STOCK.
LIMITED HISTORY OF OPERATIONS; LOSSES SINCE INCEPTION.
We have conducted our business operations since June 1991. During that
time we have had limited revenue from operations or other financial results upon
which investors may base an assessment of our potential. We have had cumulative
operating losses since our inception in 1991 through September 30, 1998 of
approximately $6.2 million. We cannot assure you that we will succeed in
implementing our business strategy or achieving profitable operations in the
future.
NEW PRODUCTS AND TECHNOLOGICAL CHANGE.
The markets for our products are characterized by rapidly changing
technology and new product introductions. Accordingly, we believe that our
future success will depend on our ability to enhance our existing products and
to develop and introduce in a timely fashion new products that achieve market
acceptance. We have been able to develop and launch products supporting industry
standard operating systems and networks. We believe that we will be able to
continue to compete and adapt to potential new future industry standards, but we
cannot assure you that we will in fact be able to identify, develop, assemble,
market or support such products successfully or that we will be able to respond
effectively to technological changes or product announcements by competitors.
DEPENDENCE ON PRINCIPAL CUSTOMERS.
During the nine months ended September 30, 1998, one customer
accounted for approximately 16% of total revenue, and during the year ended
December 31, 1997 one customer accounted for approximately 17% (non-financial
service firm customer) of total revenue. We are presently negotiating, and
anticipate entering into, additional contracts to supply our software products
and subscriptions to our NYFIX data center. However, we are likely to be
dependent on a limited number of significant customers for the foreseeable
future. The loss of any such significant customer would likely have a material
adverse effect on our revenue.
DEPENDENCE ON KEY MANAGEMENT.
Our success is dependent upon the expertise of the key members of our
management team, particularly our 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 our operations. Our future success also
depends on our continuing ability to attract, train and retain highly qualified
technical, sales, marketing, development and managerial personnel. Competition
for such personnel is intense, and we may be unable to retain key technical,
sales, development and managerial employees or attract, assimilate or retain
other highly qualified technical, sales, development and managerial personnel in
the future. If we are unable to hire such personnel on a timely basis, our
business, operating results and financial condition could be materially
adversely affected.
COMPETITION.
We believe that we compete favorably because of our competitive
marketing and niche orientation combined with our product range and open
architecture strategy, offering connection to all major industry computer
networks and operating a window manager system. However, we 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. Our
competitors may also have:
o longer operating histories;
o significantly greater financial, technical and marketing
resources;
o greater name recognition;
o a larger installed base of customers and products;
o well-established relationships with our current and potential
customers; and
-5-
<PAGE>
o extensive knowledge of the industry.
As a result, our competitors may respond more quickly to new or
emerging technologies and changes in customer requirements, or devote greater
resources to the development, promotion and sale of their products. Further, our
current and potential competitors have established or may establish cooperative
relationships among themselves or with third parties. Accordingly, new
competitors or alliances among competitors may emerge and rapidly acquire
significant market share. We also expect that industry consolidations may create
more formidable competitors, resulting in price reductions, reduced gross
margins and loss of market share, any of which could materially adversely affect
our business, operating results and financial condition. We may not be able to
compete successfully against current and future competitors and competitive
pressures we face may materially adversely affect our business, operating
results and financial condition.
RISK OF PRODUCT DEFECTS; PRODUCT LIABILITY
Our products are complex and may contain undetected errors or failures
when we first introduce them or at a later time. Although we have not
experienced material adverse effects resulting from any errors to date, our
products could contain errors. If our products contain errors, we could
experience a loss of or delay in market acceptance, which could materially
adversely affect our business, operating results and financial condition. While
we have not experienced product liability claims to date, our business may
entail the risk of such claims. A successful product liability claim brought
against us could have a material adverse effect on our business, operating
results and financial condition.
NO DIVIDENDS.
We have never paid cash dividends on any of our shares of Common
Stock. We intend to retain any future earnings to finance our growth.
POSSIBLE ADVERSE MARKET EFFECT OF SHARES ELIGIBLE FOR FUTURE SALE
Approximately 1,440,381 shares of our Common Stock are "restricted
securities" as that term is defined under Rule 144 promulgated under the
Securities Act, and may only be sold pursuant to a registered offering or in
accordance with applicable exemptions from the registration requirements of the
Securities Act. Rule 144 provides for the sale of limited quantities of
restricted securities without registration under the Act. In general, under Rule
144, a person (or persons whose shares are aggregated) who has satisfied a
one-year holding period may, under certain circumstances, sell within any
three-month period, a number of shares that does not exceed the greater of 1% of
the then outstanding shares of Common Stock or the average weekly trading volume
during the four calendar weeks prior to such sale. Rule 144(k) also permits,
under certain circumstances, the sale of shares without any quantity limitation
by a person who is not an affiliate of us and who has satisfied a two-year
holding period. We are unable to predict the effect that future sales under Rule
144 may have on the then prevailing market price of our Common Stock. We expect,
however, that the sale of any substantial number of shares of our Common Stock
will have a depressive effect on the market price of our Common Stock. As of the
date of this Prospectus, 448,881 shares of restricted securities we have issued
(other than the securities to which this prospectus relates) are eligible for
resale under Rule 144. Any such sale, particularly if large in volume, could
have a material adverse effect on the market for and price of shares of Common
Stock.
CERTAIN ANTI-TAKEOVER PROVISIONS; SHAREHOLDER RIGHTS PLAN
Our shareholders may be deprived of the opportunity to receive a
premium for their shares because of certain provisions of the New York Business
Corporation Law and our shareholder rights plan. These provisions may , among
other things, delay or prevent a change in control of Trinitech or a change in
our management, or restrict the ability of our shareholders to authorize a
merger or other business combination. These provisions are expected to encourage
persons seeking to acquire control of Trinitech to consult first with the Board
of Directors to negotiate the terms of any proposed merger or other business
combination.
OUTSTANDING OPTIONS AND WARRANTS
We have outstanding options and warrants to purchase an aggregate
1,416,537 shares of our Common Stock at a weighted average exercise price of
$5.34 per share. The exercise of all of outstanding warrants and options would
dilute the then-existing stockholders' percentage ownership of our Common Stock,
and any sales in the public market could adversely affect prevailing market
prices for our Common Stock. Moreover, the terms upon which we would be able to
obtain additional equity capital could be adversely affected since the holders
of such securities can be expected to exercise them at a time when we would, in
all likelihood, be able to obtain any needed capital on terms more favorable to
than those provided by such securities.
-6-
<PAGE>
FORWARD LOOKING STATEMENTS AND ASSOCIATED RISKS
Certain forward-looking statements, including statements regarding our
expected financial position, business and financing plans are contained in this
Prospectus or are incorporated in documents annexed as exhibits to this
Prospectus. These forward-looking statements reflect our views with respect to
future events and financial performance. The words, "believe," "expect," "plans"
and "anticipate" and similar expressions identify forward-looking statements.
Although we believe that the expectations reflected in such forward-looking
statements are reasonable, we can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results to
differ materially from such expectations are disclosed in this Prospectus,
including, without limitation, under "Risk Factors." All subsequent written and
oral forward- looking statements attributable to us are expressly qualified in
their entirety by the cautionary statements. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of their
dates. We undertake no obligations to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
YEAR 2000 COMPLIANCE
We are aware of the issues related to the Year 2000 that are
associated with the programming code in existing computer systems. The "Year
2000 problem" may affect every computer operation to varying degrees. Systems
that do not properly recognize the Year 2000 could generate erroneous data or
cause a system to fail. We expect to implement the systems and programming
changes necessary to address Year 2000 issues and we do not believe that the
cost of such actions will materially affect our results of operations or
financial condition. However, significant uncertainty exists concerning the
potential costs and effects associated with any Year 2000 compliance. We view
all of our applications as critical to our success. We have recently converted
out capital sales model to a subscription sales model which is substantially
Year 2000 compliant. We are also in the process of setting up a redundant
environment and testing the remainder of our business applications, which we
intend to complete by the end of 1999.
We cannot assure you that our suppliers or other third parties have
taken, or will take, the necessary steps to adequately address their respective
Year 2000 issues on a timely basis. If our suppliers or other third parties do
not takes such steps, it could have a material adverse effect on our business,
financial condition or results of operations. In order to minimize the impact on
our operations that would occur as a result of a failure on the part of our
suppliers or other third parties from taking such actions, we have formed a
project team to monitor the activities of such suppliers and third parties. We
intend to continue monitoring the progress of others in order to determine
whether adequate services will be provided to run our operations in the future.
It is possible that a significant amount of litigation will arise out
of Year 2000 compliance issues. Because of the unprecedented nature of such
litigation, it is uncertain whether or to what extent we may be affected by such
issues. Although we are not aware of any material operational issues or costs
associated with preparing our internal system for the Year 2000, there can be no
assurances that we will not experience serious unanticipated negative
consequences and/or material costs caused by undetected errors or defects in the
technology used in our internal systems.
USE OF PROCEEDS
The shares of Common Stock offered hereby are being registered
for the account of the Selling Stockholders identified in this Prospectus. See
"Selling Stockholders." All net proceeds from the sale of the Common Stock will
go to the stockholders who offer and sell their shares. We will not receive any
part of the proceeds from such sales of Common Stock.
-7-
<PAGE>
SELLING SHAREHOLDERS
The Selling Shareholders have informed us that the name, maximum
number of shares of common stock to be sold and total number of shares of common
stock which each selling shareholder owns are as set forth in the following
table. The selling shareholders may sell all or part of their shares of common
stock registered pursuant to this prospectus.
<TABLE>
<CAPTION>
Number of
Common Shares of
Class to be
Maximum Beneficially Owned
Number of After Completion of
Number of Common Shares Shares to be the Offering*
Beneficially Owned Prior Offered for ------------------
Name and Address(1) to the Offering Resale Number Percent
- ----------------------------------------- -------------------------- ------------- ------ -------
<S> <C> <C> <C> <C>
Norman Alderman 5,000 5,000 -- --
Eva Balcer 2,500 2,500 -- --
Jerome Belson(2) 700,000 200,000 500,000 5.2%
Gerald Brauser 93,900 47,500 46,400 --
Bridge Ventures, Inc. 172,606 10,000 162,606 1.7%
Frank B. Carr 111,000 50,000 61,000 --
Elizabeth Rodwell Dart 24,500 5,000 19,500 --
Guy Michael Dart 80,000 65,000 15,000 --
Guy Michael Dart, FBO Lindsay Dart 40,000 6,500 33,500 --
Guy Michael Dart Family Trust 20,000 20,000 -- --
Justin W. Dart, Trust 100,000 100,000 -- --
Stephen Dart 105,000 20,000 85,000 --
William DeArman 16,200 16,200 -- --
Stephen DePalma 10,000 10,000 -- --
Peter Kilbinger Hansen(3) 1,235,850 25,000 1,210,850 12.5%
Michael and Beverly Isenberg TTEE Employees 8,500 5,000 3,500 --
Profit Sharing Plan
Michael and Beverly Isenberg TTEE Employees 8,500 5,000 3,500 --
Money Purchase Pension Plan
Richard Jordan 15,500 15,500 -- --
Dr. Robert Karsten 54,600 10,000 44,600 --
Alan Kirchick(4) 35,000 6,750 28,250 --
Curtis Lanning 55,000 10,000 45,000 --
Bradley Marlin(4) 35,000 5,750 29,250 --
Robert Scott Moore(4) 35,000 5,750 29,250 --
Daniel Orenstein 10,000 5,000 5,000 --
Tis Prager 50,000 10,000 40,000 --
Joseph Roselle 60,000 50,000 10,000 --
Harvey Ross 5,000 5,000 -- --
Saggi Capital Corporation(5) 25,000 25,000 -- --
Ronald Schaffer 5,000 5,000 -- --
Jerome Schuster 10,000 10,000 -- --
Marvin Sheeber 5,000 5,000 -- --
Larry Speller 5,000 5,000 -- --
Carl E. Warden(6) 450,000 13,800 436,200 4.6%
Carl Eric Warden 50,000 14,750 35,250 --
Willstar Consultants, Inc. 5,000 5,000 -- --
</TABLE>
- -----------------
o Unless otherwise stated, the number of common shares owned by such holder
after completion of the Offering represent less than 1% of the outstanding
shares of Common Stock.
(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 13-3(d) of
the Exchange Act.
(2) Includes 150,000 shares of Common Stock issuable upon the exercise of
warrants to purchase Common Stock at an exercise price of $6.375 per share.
-8-
<PAGE>
(3) Includes 650,000 shares of Common Stock 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 32,500 shares of
Common Stock issuable upon the exercise of warrants to purchase Common
Stock at a weighted average exercise price of $5.42 per share. Also
includes 272,500 shares of Common Stock issuable upon the exercise of
options to purchase Common stock at a weighted average exercise price of
$4.87. Mr. Kilbinger Hansen serves as President, Chief Executive Officer
and Chairman of the Board of Directors of the Company.
(4) This Selling Shareholder is a relative of Carl E. Warden. Mr. Warden
disclaims beneficial ownership of the shares of Common Stock held by this
Selling Shareholder.
(5) Includes 25,000 shares of Common Stock issuable upon the exercise of
warrants to purchase Common Stock at an exercise price of $6.00 per share.
(6) Consists of 22,500 shares of Common Stock issuable upon the exercise of
warrants to purchase Common Stock at an exercise price of $5.125 per share.
Carl E. Warden is a Director of the Company.
-9-
<PAGE>
PLAN OF DISTRIBUTION
This offering is self-underwritten; neither we nor the Selling
Stockholders have employed an underwriter for the sale of common stock by the
Selling Stockholders. We will bear all expenses in connection with the
preparation of this Prospectus. The Selling Stockholders will bear all expenses
associated with the sale of the common stock.
The Selling Stockholders may offer their shares of common stock
directly or through pledgees, donees, transferees or other successors in
interest in one or more of the following transactions:
o On any stock exchange on which the shares of common stock may be
listed at the time of sale;
o in negotiated transactions;
o in the over-the-counter market; or
o in a combination of any of the above transactions.
The Selling Stockholders may offer their shares of common stock at any
of the following prices:
o Fixed prices which may be changed;
o market prices prevailing at the time of sale;
o prices related to such prevailing market prices; or
o at 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 shares of common stock 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 stock 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 on the American Stock Exchange
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 the common stock
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 incurred by the Selling Stockholders and applicable transfer taxes, are
payable by the Selling Stockholders.
The Selling Stockholders reserve the right to accept, and together
with any agent of the Selling Stockholder, to reject in whole or in part any
proposed purchase of the shares of common stock. The Selling Stockholders will
pay any sales commissions or other seller's compensation applicable to such
transactions.
We have not registered or qualified offers and sales of shares of the
common stock under the laws of any country, other than the United States. To
comply with certain states' securities laws, if applicable, the Selling
Stockholders will offer and sell their shares of common stock in such
jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain states the Selling Stockholders may not offer or sell
shares of common stock unless we have registered or qualified such shares for
sale in such states or we have complied with an available exemption from
registration or qualification.
Under applicable rules and regulations under the Securities Exchange
Act of 1934, as amended, any person engaged in a distribution of shares of the
common stock may not simultaneously engage in market making activities with
respect to such shares of common stock for a period of two to nine business days
prior to the commencement of such distribution. In addition, the selling
shareholders and any other person participating in a distribution will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including without limitation, Rules 10b-2, 10b-6 and
10b-7. Such provisions may limit the timing of purchases and sales of any of the
shares of common stock by the Selling Stockholders or any such other person.
This may affect the marketability of the common stock and the brokers' and
dealers' ability to engage in market making activities with respect to the
common stock.
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, New York 10022. Robert L. Frome, a
member of Olshan Grundman Frome & Rosenzweig LLP, beneficially owns 60,000
shares of Common Stock and may be deemed to be the beneficial owner of an
additional 4,000 shares of Common Stock, 2,000 shares of which are held by his
daughter and 2,000 shares of which are held by a partnership for which Mr. Frome
is a General Partner.
-10-
<PAGE>
ADDITIONAL INFORMATION
We have 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.
-11-
<PAGE>
================================================================================
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
and, if given or made, such other information and representations must not be
relied upon as having been authorized by us. This prospectus does not constitute
an offer or solicitation by anyone in any state in which such person is not
authorized, or in which the person making such offer or solicitation is not
qualified to do so, or to any person to whom it is unlawful to make such offer
or solicitation. The delivery of this prospectus at any time does not imply that
the information herein is correct as of any time subsequent to the date hereof.
We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this prospectus. You must not
rely on any unauthorized information. This prospectus does not offer to sell or
buy any shares in any jurisdiction where it is unlawful. The information in this
prospectus is current only as of [ ], 1999.
800,000 SHARES
TRINITECH SYSTEMS, INC.
COMMON STOCK
PROSPECTUS
[ ], 1999
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The 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...................................... $2,006.00
Accounting Fees and Expenses.............................. 1,500.00
Legal Fees and Expenses................................... 15,000.00
Blue Sky Fees and Expenses................................ 2,000.00
Miscellaneous Expenses.................................... 9,494.00
---------
Total.....................................................$30,000.00
==========
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 $1,000,000 directors and officers
liability insurance policy.
ITEM 16. EXHIBITS.
EXHIBIT INDEX
EXHIBIT
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 Registrants's Form 10 filed March 5, 1993)
4.2 Specimen - Common Stock Certificate (Exhibit 4.2 to the
Registrants' Annual Report on Form 10K for the fiscal year ended
December 31, 1993).
4.3 Rights Agreement, dated as of September 1, 1997, between the
Registrant and Chase Mellon Shareholder Services, L.L.C., as
Rights Agent (Exhibit 1 to the Registrants Form 8-A filed
September 10, 1997)
5.1 Opinion of Olshan Grundman Frome & Rosenzweig LLP (to be filed by
amendment)
10.1 Employment Agreement with Peter Kilbinger Hansen dated January 1,
1991 (Exhibit 3.2 to Registrants' Form 10 filed March 5,1993)
10.2 Revolving Credit Agreement, dated April 30, 1995, between First
Fidelity Bank and the Registrant (Exhibit 10.2 to the
Registrant's Form S-3 filed April 10, 1997)
10.3 Amended and Restated 1991 Incentive Stock Option Plan (Exhibit
10.3 to the Registrant's Form S-3 filed April 10, 1997)
10.4 Loan Agreement, dated June 2, 1997, by and between First Union
Bank of Connecticut and the Registrant (Exhibit 10.2 to the
Registrant's Annual Report on Form 10KSB for the year ended
December 31, 1997)
10.5 Revolving Credit Agreement dated July 13, 1998 between The Chase
Manhattan Bank and the Registrant (Exhibit 10.4 to Registrant's
Form 8-K dated August 7, 1998)
23.1 Consent of Independent Public Accountants
23.2 Consent of Olshan Grundman Frome & Rosenzweig LLP ( included in
Exhibit 5.1)
24.1 Powers of Attorney (included on Page II-3)
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
II-1
<PAGE>
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.
That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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.
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 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.
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 each 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.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Stamford, State of Connecticut on this 31st day
of December, 1998.
TRINITECH SYSTEMS, INC.
By: /s/ Peter Kilbinger Hansen
---------------------------
Name: Peter Kilbinger Hansen
Title: Chairman of the Board and President
(Chief Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Peter Kilbinger Hansen and
Richard A. Castillo his true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for and in his or her name, place and
stead, in any and all capacities, to sign any or all 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, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite necessary to
be done in and about the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated:
SIGNATURES TITLE DATE
/s/ Peter Kilbinger Hansen Chairman of the Board December 31, 1998
- -------------------------- (Principal Executive Officer)
Peter Kilbinger Hansen
/s/ Richard A. Castillo Chief Financial Officer December 31, 1998
- -------------------------- (Principal Accounting Officer)
Richard A. Castillo
Director December 31, 1998
- --------------------------
Dr. John H. Chapman
/s/ Craig M. Shumate Director December 31, 1998
- --------------------------
Craig M. Shumate
/s/ Carl E. Warden Director December 31, 1998
- --------------------------
Carl E. Warden
II-3
<PAGE>
EXHIBIT INDEX
EXHIBIT
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 Registrants's Form 10 filed March 5, 1993)
4.2 Specimen - Common Stock Certificate (Exhibit 4.2 to the
Registrants' Annual Report on Form 10K for the fiscal year ended
December 31, 1993).
4.3 Rights Agreement, dated as of September 1, 1997, between the
Registrant and Chase Mellon Shareholder Services, L.L.C., as
Rights Agent (Exhibit 1 to the Registrants Form 8-A filed
September 10, 1997)
5.1 Opinion of Olshan Grundman Frome & Rosenzweig LLP (to be filed by
amendment)
10.1 Employment Agreement with Peter Kilbinger Hansen dated January 1,
1991 (Exhibit 3.2 to Registrants' Form 10 filed March 5,1993)
10.2 Revolving Credit Agreement, dated April 30, 1995, between First
Fidelity Bank and the Registrant (Exhibit 10.2 to the
Registrant's Form S-3 filed April 10, 1997)
10.3 Amended and Restated 1991 Incentive Stock Option Plan (Exhibit
10.3 to the Registrant's Form S-3 filed April 10, 1997) 10.4 Loan
Agreement, dated June 2, 1997, by and between First Union Bank of
Connecticut and the Registrant (Exhibit 10.2 to the Registrant's
Annual Report on Form 10KSB for the year ended December 31, 1997)
10.5 Revolving Credit Agreement dated July 13, 1998 between The Chase
Manhattan Bank and the Registrant (Exhibit 10.4 to Registrant's
Form 8-K dated August 7, 1998)
23.1 Consent of Independent Public Accountants
23.2 Consent of Olshan Grundman Frome & Rosenzweig LLP ( included in
Exhibit 5.1)
24.1 Powers of Attorney (included on Page II-3)
II-4
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 24, 1998
included in the Trinitech Systems, Inc. Form 10-K for the year ended December
31, 1997 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
Stamford, Connecticut
December 31, 1998
