Filed Pursuant to Rule 424(b)(3)
Registration No. 333-70037
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PROSPECTUS
800,000 SHARES OF COMMON STOCK
TRINITECH SYSTEMS, INC.
The selling shareholders listed in this prospectus are offering and selling
an aggregate of 800,000 shares of common stock of Trinitech Systems, Inc. All
proceeds from the sale of the common stock under this prospectus will go to the
selling shareholders.
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 April 30, 1999 was $9.00 per share.
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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 approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
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The date of this Prospectus is May 3, 1999.
<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUMMARY........................................3
RISK FACTORS..............................................4
FORWARD LOOKING STATEMENTS................................7
WHERE YOU CAN FIND MORE INFORMATION.......................7
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........7
ABOUT THIS PROSPECTUS....................................8
USE OF PROCEEDS...........................................8
SELLING SHAREHOLDERS......................................9
PLAN OF DISTRIBUTION.....................................11
LEGAL MATTERS............................................12
<PAGE>
PROSPECTUS SUMMARY
Trinitech develops and markets 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. The Trinitech Touchpad(R) is a state of the art computer
monitor with several technologically advanced attributes, including a reduced
size and weight, as well as a touch screen that allows an operator to interface
with the computer by simply touching the image displayed on the screen. Our
principal executive offices are located at 333 Ludlow Street, Stamford,
Connecticut, 06902. Our telephone number is (203) 425-8000.
This prospectus relates to 800,000 shares of common stock which are
held by stockholders of Trinitech, including:
o 600,000 shares purchased from Trinitech in a private placement in
November 1998;
o 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 Trinitech; and
o 25,000 shares of common stock issuable upon the exercise of certain
warrants issued to Sharon Will for financial advisory services rendered
to Trinitech. See "Selling Stockholders."
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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.
TRINITECH HAS BEEN UNPROFITABLE SINCE ITS INCEPTION AND THERE IS NO ASSURANCE
THAT IT WILL BECOME PROFITABLE.
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 December 31, 1998 of
approximately $6.3 million. We cannot assure you that we will succeed in
implementing our business strategy or achieving profitable operations in the
future.
IF WE ARE NOT ABLE TO IDENTIFY, DEVELOP, ASSEMBLE, MARKET OR SUPPORT OUR
PRODUCTS SUCCESSFULLY OR RESPOND EFFECTIVELY TO TECHNOLOGICAL CHANGES OR PRODUCT
ANNOUNCEMENTS BY COMPETITORS, WE MAY NOT REMAIN COMPETITIVE.
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 cannot assure you that we will be able to identify, develop,
assemble, market or support our products successfully or that we will be able to
respond effectively to technological changes or product announcements by
competitors.
THE LOSS OF ANY OF OUR SIGNIFICANT CUSTOMERS WOULD LIKELY HAVE A MATERIAL
ADVERSE EFFECT ON OUR REVENUES.
For the year ended December 31, 1998, two customers accounted for
approximately 26% of total revenue, and during the year ended December 31, 1997,
one customer accounted for approximately 17% of total revenue. As we continue to
increase our subscription customer base, Trinitech believes it will be less
likely to be dependent on a limited number of significant customers. We cannot
assure you that we will be less dependent on a limited number of significant
customers in the future, and the loss of any such significant customer would
likely have a material adverse effect on our revenues.
THE LOSS OF ANY OF OUR KEY EXECUTIVES MAY HAVE A MATERIAL ADVERSE EFFECT UPON
OUR OPERATIONS.
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
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loss of Mr. Hansen's services would, and the loss of Mr. Lars Kragh, Vice
President-Research and Development, 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. If we are unable to hire such personnel on
a timely basis, our business, operating results and financial condition could be
adversely affected.
TRINITECH FACES COMPETITION IN ITS INDIVIDUAL PRODUCT AREAS FROM COMPANIES THAT
MAY HAVE LARGER AND GREATER FINANCIAL AND HUMAN RESOURCES AND MARKETING
CAPABILITIES WHICH MAY HINDER OUR ABILITY TO COMPETE SUCCESSFULLY.
We have developed comprehensive electronic trading and order-routing
systems for exchange floors and trader desktops as well as the ability to
provide managed network services and specialized interfaces to exchange and
back-office systems. Many of our products are based on FIX protocol, which
stands for "Financial Information Exchange". FIX protocol offers the ability to
connect the buy-side and sell-side of an equities transaction for electronic
order/execution routing and trade information sharing. With the acceptance of
FIX as the standard protocol for real-time electronic communication between
brokerage firms and asset management companies, vendors, including Trinitech and
certain of its competitors, have developed FIX-based trading system solutions.
For further review, some of these entities are listed on the FIX Protocol
website, WWW.FIXPROTOCOL.COM. While we face considerable competitive pressure in
our distinct product segments (i.e. trader workstations, network services, FIX
engine technology, etc.), management believes that our position as an
end-to-end, "one-stop" shop for electronic trading systems and solutions will
lead to increased sales in our defined marketplace. However, certain of our
competitors may have considerably larger and greater financial and human
resources and marketing capabilities, in addition to
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
o extensive knowledge of the industry.
As such, Trinitech may not be able to compete successfully against our
current and future competitors. Furthermore, competitive pressures we face may
materially adversely affect our business, operating results and financial
condition.
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IF OUR PRODUCTS CONTAIN ERRORS, WE COULD EXPERIENCE A LOSS OF OR DELAY
IN MARKET ACCEPTANCE OR OTHERWISE RESULT IN LITIGATION, WHICH COULD MATERIALLY
ADVERSELY AFFECT OUR BUSINESS.
Our products are complex and may contain undetected errors or
failures when we first introduce them or at a later time. 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.
SHARES ELIGIBLE FOR FURTHER SALE COULD ADVERSELY AFFECT THE PREVAILING
MARKET PRICE OF THE COMMON STOCK.
The sale of any substantial number of shares of our common
stock may have a depressive effect on the market price of our common stock. As
of the date of this prospectus, 448,881 shares of the restricted securities we
have issued are eligible for resale under Rule 144. This number does not include
the shares of common stock covered by this prospectus. 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 PROVISIONS OF STATE LAW, IN ADDITION TO OUR SHAREHOLDER RIGHTS
PLAN, MAY PREVENT OR HINDER CHANGE IN CONTROL OF THE COMPANY AND MAY REDUCE THE
POSSIBILITY THAT OUR SHAREHOLDERS WILL RECEIVE A PREMIUM ON THEIR SHARES IN
CONNECTION WITH ANY SUCH CHANGE IN CONTROL.
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.
SHARES ISSUABLE UPON THE EXERCISE OF CERTAIN OPTIONS AND WARRANTS COULD
ADVERSELY AFFECT THE PREVAILING MARKET PRICE OF THE COMMON STOCK.
We have outstanding options and warrants to purchase an
aggregate of 1,402,137 shares of our common stock at a weighted average exercise
price of $5.36 per share. The exercise of all of outstanding warrants and
options would dilute the then-existing shareholders' 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
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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.
OUR BUSINESS AND OPERATIONS MAY BE NEGATIVELY AFFECTED BY "YEAR 2000"
COMPLIANCE ISSUES.
Trinitech is aware of industry wide issues related to Year
2000 that are associated with the programming code in computer systems. Systems
that do not properly recognize the Year 2000 could generate erroneous data or
cause a system to fail. Trinitech has developed a Year 2000 plan consisting of
several phases which include, risk assessment, manual and automated review of
programming code, baseline testing, unit testing, integrated testing and a
review of third party products.
Trinitech participated in industry wide Year 2000 testing
between March and April of 1999. The objective of these tests was to ensure our
customer base would be in full Year 2000 compliance before the end of the year.
All of these tests were successful. To date, Trinitech has already issued Year
2000 enhancements to our customers. Trinitech does not envision that these
industry wide tests will reveal any significant software errors. However, should
there be unforeseen problems, Trinitech has established a Year 2000 Quality
Assurance Team that will stay in place well into the year 2000.
It is possible that a significant amount of litigation will
arise out of Year 2000 compliance issues. Trinitech has established a workable
plan and Quality Assurance team to help minimize these risks. Because of the
unprecedented nature of such litigation, it is uncertain whether such issues may
affect Trinitech. Therefore, there can be no assurance that Trinitech will not
experience serious unanticipated negative consequences and/or material costs
caused by undetected errors or defects in the technology used in Trinitech's
internal systems or in third party systems that Trinitech employs.
FORWARD LOOKING STATEMENTS
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
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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.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
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.
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:
(1) Our Annual Report on Form 10-KSB for the year ended
December 31, 1998;
(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 August 27, 1993.
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
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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. 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. For further
information with respect to Trinitech 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.
USE OF PROCEEDS
The shares of common stock offered hereby are being
registered for the account of the selling shareholders identified in this
prospectus. See "Selling Shareholders." All net proceeds from the sale of the
common stock will go to the shareholders who offer and sell their shares.
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. The persons named in the
table, to our 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 shares
of common stock beneficially owned was determined in accordance with Rule
13-3(d) of the Exchange Act. Unless otherwise stated, the number of shares of
common stock owned by such holder after completion of the offering represent
less than 1% of the outstanding shares of common stock.
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<TABLE>
<CAPTION>
Number of Common
Shares of Class to be
Beneficially-Owned
After Completion of
the Offering
Number of Common Shares Maximum Number of ---------------------
Beneficially Owned Prior to Shares to be Offered
Name the Offering for Resale Number Percent
- -------------------------------------------- ----------------------------- ----------------------- ------ -------
<S> <C> <C> <C> <C>
Norman Alderman 5,000 5,000 - -
Eva Balcer 2,500 2,500 - -
Jerome Belson(1) 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 40,000 6,500 33,500 -
Dart
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(2) 1,235,850 25,000 1,210,850 12.5%
Michael and Beverly Isenberg TTEE 8,500 5,000 3,500 -
Employees Profit Sharing Plan
Michael and Beverly Isenberg TTEE 8,500 5,000 3,500 -
Employees Money Purchase Pension Plan
Richard Jordan 15,500 15,500 - -
Dr. Robert Karsten 54,600 10,000 44,600 -
Alan and Stephanie W. Kirchick TIC(3) 35,000 6,750 28,250 -
Curtis Lanning 55,000 10,000 45,000 -
Bradley and Wendy R. Marlin TIC(3) 35,000 5,750 29,250 -
Robert Scott and Mary Lou Moore TIC(3) 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(4) 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(5) 450,000 13,800 436,200 4.6%
Carl Eric Warden 50,000 14,750 35,250 -
Willstar Consultants, Inc. 0 5,000 -
</TABLE>
(1) 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.
(2) 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 Trinitech.
(3) 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
(4) 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.
(5) 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 Trinitech.
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PLAN OF DISTRIBUTION
This offering is self-underwritten; neither the selling shareholders nor we
have employed an underwriter for the sale of common stock by the selling
shareholders. We 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 stock.
The selling shareholders 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 shareholders 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 shareholders 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
shareholders 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.
Compensation as to particular broker dealers may be in excess of customary
commissions.
Any broker-dealer acquiring common stock from the selling shareholders 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 shareholders 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 shareholders and applicable transfer taxes, are
payable by the selling shareholders.
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The selling shareholders reserve the right to accept, and together with any
agent of the selling shareholder, to reject in whole or in part any proposed
purchase of the shares of common stock. The selling shareholders 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
shareholders 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 shareholders 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 Exchange Act, 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 stockholders 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
shareholders 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 Trinitech by Olshan Grundman Frome Rosenzweig &
Wolosky LLP, 505 Park Avenue, New York, New York 10022. Robert L. Frome, a
member of Olshan Grundman Frome Rosenzweig & Wolosky 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.
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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 May 3, 1999.
800,000 SHARES
TRINITECH SYSTEMS, INC.
COMMON STOCK
PROSPECTUS
May 3, 1999
