As filed with the Securities and Exchange Commission on February 19, 1999
Registration No. 333-70037
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
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 & Wolosky 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. / /
----------------------
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<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 FEBRUARY 19, 1999
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 February 18, 1999 was $8.50 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 [ ], 1999.
<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUMMARY...........................................................3
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 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. 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 600,000 shares purchased from
Trinitech 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 Trinitech and (iii)and 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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<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.
TRINITECH HAS BEEN UNPROFITABLE SINCE ITS 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.
OUR PRODUCTS MAY BECOME TECHNOLOGICALLY OBSOLETE.
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.
A PROPORTIONATELY LARGE PERCENTAGE OF OUR REVENUES
COME FROM ONLY A LIMITED AMOUNT OF 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.
TRINITECH IS DEPENDANT ON KEY EXECUTIVES
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
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.
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<PAGE>
TRINITECH'S BUSINESS IS VERY COMPETITIVE
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
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. 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.
OUR PRODUCTS PUT US AT RISK FOR LITIGATION
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
(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.
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<PAGE>
CERTAIN PROVISIONS OF STATE LAW, IN ADDITION TO OUR SHAREHOLDER
RIGHTS PLAN, MAY PREVENT OR HINDER CHANGE IN CONTROL OF THE COMPANY
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
1,416,537 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 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 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.
YEAR 2000 COMPLIANCE
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 is scheduled to participate in industry wide Year 2000 testing on
several dates between March 6, 1999 through April 11, 1999. The objective of
these tests is to ensure our customer base is in full Year 2000 compliance
before the end of the year. 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. This team will have ample
time to correct any problems identified in industry wide tests to ensure they
are corrected by the end of June 1999.
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
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<PAGE>
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 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:
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<PAGE>
(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
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
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.
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<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. 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.
<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 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(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 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(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 Kirchick(3) 35,000 6,750 28,250 -
Curtis Lanning 55,000 10,000 45,000 -
Bradley Marlin(3) 35,000 5,750 29,250 -
Robert Scott Moore(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>
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<PAGE>
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(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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<PAGE>
PLAN OF DISTRIBUTION
This offering is self-underwritten; neither we nor the selling shareholders
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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<PAGE>
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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<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)
II-1
<PAGE>
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 & Wolosky LLP
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 & Wolosky LLP (
included in Exhibit 5.1)
24.1 Powers of Attorney (included on Page II-4)
Item 17. Undertakings
The undersigned registrant hereby undertakes:
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.
II-2
<PAGE>
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-3
<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 19th day of
February, 1999.
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 February 19, 1999
- -------------------------- (Principal Executive
Peter Kilbinger Hansen Officer)
/s/ Richard A. Castillo Chief Financial Officer February 19, 1999
- -------------------------- (Principal Accounting
Richard A. Castillo Officer)
/s/ John H. Chapman Director February 19, 1999
- --------------------------
Dr. John H. Chapman
* Director February 19, 1999
- --------------------------
Craig M. Shumate
* Director February 19, 1999
- --------------------------
Carl E. Warden
/s/ Peter Kilbinger Hansen February 19, 1999
- --------------------------
By: Peter Kilbinger Hansen
* Attorney-in-Fact
II-4
<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 & Wolosky LLP
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 & Wolosky LLP (included in
Exhibit 5.1)
24.1 Powers of Attorney (included on Page II-4)
II-5
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 PARK AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 753-7200
February 19, 1999
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
800,000 shares (the "Shares") of Common Stock, $.001 par value, of the Company
("Common Stock"), including 200,000 shares of Common Stock issuable upon the
exercise of certain warrants of the Company (the "Warrant Shares").
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.
<PAGE>
February 19, 1999
Page 2
Based upon the foregoing, we are of the opinion that the
Shares have been , and the Warrant Shares, when issued in accordance with the
applicable warrants will be, duly and validly issued, and are fully paid and
non-assessable.
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 advise you that Robert L. Frome, a member of our firm,
beneficially owns 60,000 Shares of Common Stock of the Company and may be deemed
to be the beneficial owner of an additional 4,000 Shares of Common Stock of the
Company.
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 & WOLOSKY LLP
--------------------------------------------------
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
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 Trinitech Systems, Inc.'s Form 10-KSB for the year ended December
31, 1997 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
-----------------------
Arthur Andersen LLP
Stamford, Connecticut
February 19, 1999
