Document/Exhibit Description Pages Size
1: POS AM Kellstrom Industries, Inc. 20 112K
2: EX-3.2 Articles of Incorporation/Organization or By-Laws 2 10K
8: EX-10.10 Material Contract 3 17K
9: EX-10.11 Material Contract 3 16K
10: EX-10.12 Material Contract 3 16K
11: EX-10.13 Material Contract 3 16K
12: EX-10.15 Material Contract 2 12K
13: EX-10.17 Material Contract 2 11K
14: EX-10.19 Material Contract 6 22K
3: EX-10.2 Material Contract 5 19K
15: EX-10.20 Material Contract 6 22K
16: EX-10.21 Material Contract 13 43K
4: EX-10.4 Material Contract 3 17K
5: EX-10.6 Material Contract 3 17K
6: EX-10.8 Material Contract 3 17K
7: EX-10.9 Material Contract 16 57K
17: EX-24.1 Power of Attorney 1 7K
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 9, 1996
REGISTRATION NO. 33-75750
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 2
TO
REGISTRATION STATEMENT ON FORM S-1
ON FORM S-3
UNDER
THE SECURITIES ACT OF 1933
KELLSTROM INDUSTRIES, INC.
(formerly known as Israel Tech Acquisition Corp.)
(Exact name of registrant as specified in its charter)
Delaware 13-3753725
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
14000 N.W. 4th Street
Sunrise, Florida 33325
(954) 845-0427
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Zivi R. Nedivi
Chief Executive Officer
Kellstrom Industries, Inc.
14000 N.W. 4th Street
Sunrise, Florida 33325
(954) 845-0427
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Robert L. Winikoff, Esq. Michael Hirschberg, Esq.
Cooperman Levitt Winikoff Lester & Newman, P.C. Piper & Marbury L.L.P.
800 Third Avenue 1251 Avenue of the Americas
New York, New York 10022 New York, New York 10020
(212) 688-7000 (212) 835-6270
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
_____________________
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 AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
KELLSTROM INDUSTRIES, INC.
Cross Reference Sheet
[Enlarge/Download Table]
FORM S-3 CAPTION OR LOCATION IN PROSPECTUS
ITEM NO. ---------------------------------
--------
1 Forepart of the Registration Statement and Outside Front Cover Page of Prospectus
Outside Front Cover Page of Prospectus
2 Inside Front and Outside Back Cover Pages Inside Front and Outside Back Cover Pages
of Prospectus of Prospectus
3 Summary Information and Risk Factors Outside Front Cover Page of Prospectus;
Risk Factors
4 Use of Proceeds Use of Proceeds
5 Determination of Offering Price Outside Front Cover Page of Prospectus
6 Dilution Not Applicable
7 Selling Security Holders Not Applicable
8 Plan of Distribution Outside Front Cover Page of Prospectus;
Plan of Distribution
9 Description of Securities to be Registered Not Applicable
10 Interests of Named Experts and Counsel Legal Matters; Experts
11 Material Changes Not Applicable
12 Incorporation of Certain Information Incorporation of Certain Documents by Reference
by Reference
13 Disclosure of Commission Position on Indemnification of Directors and Officers
Indemnification for Securities Act Liabilities
[Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.]
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED SEPTEMBER 9, 1996
PROSPECTUS
KELLSTROM INDUSTRIES, INC.
(formerly known as Israel Tech Acquisition Corp.)
4,600,000 Shares of Common Stock
Underlying Redeemable Common Stock Purchase Warrants
This Prospectus relates to the issuance of a maximum of 4,600,000 shares of
common stock, par value $.001 per share (the "Common Stock"), of Kellstrom
Industries, Inc., a Delaware corporation (formerly known as Israel Tech
Acquisition Corp.) (the "Company"), upon the exercise of the Company's
outstanding Redeemable Common Stock Purchase Warrants (the "Warrants"). Each
Warrant entitles the holder thereof to purchase one share of Common Stock for
$5.00, subject to adjustment in certain circumstances, at any time through and
including April 11, 2001. The Warrants are redeemable by the Company, with the
consent of GKN Securities Corp. ("GKN") and Brean Murray, Foster Securities Inc.
("Brean Murray", and together with GKN, the "Underwriters") the underwriters of
ompany's initial public offering consummated in April 1994, upon notice
(the "Redemption Notice") of not less than 30 days, at a price of $.01 per
Warrant (the "Redemption Price"), provided that the last sale price of the
Common Stock on all 20 consecutive trading days ending on the third day prior to
the date on which the Redemption Notice is given has been at least 170% of the
then effective exercise price of the Warrants (currently $8.50 based on the
$5.00 exercise price, subject to adjustment). The Company intends to redeem the
Warrants in accordance with such terms and has obtained the consent of the
Underwriters to do so. Based upon the historical price per share of the Common
Stock, on the date of this Prospectus the Company does not have the ability to
redeem the Warrants. Any Warrants not exercised for shares of Common Stock prior
to the close of business on the date fixed for redemption (the "Expiration
Date") will be redeemed. From and after the Expiration Date, holders of Warrants
will be entitled only to the Redemption Price.
The principal market for trading of the Common Stock and the Warrants is
the Nasdaq SmallCap Market under the symbols KELL and KELLW, respectively. On
September 6, 1996, the last sale price for the Common Stock was $8.13 and for
the Warrants was $3.19 as reported on the Nasdaq SmallCap Market.
___________________
PURCHASE OF THE COMMON STOCK IS SPECULATIVE,
INVOLVES A HIGH DEGREE OF RISK, AND SHOULD BE CONSIDERED
ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.
SEE "RISK FACTORS" BEGINNING ON PAGE 4.
___________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Price to Underwriting Discounts
Public (1) and Commissions(2) Proceeds to Company (3)
-------- ---------------------- -------------------
Per Share.... $ 5.00 $ 0.25 $ 4.75
Total(4)..... $23,000,000.00 $ 1,150,000.00 $21,850,000.00
___________________
(1) Upon Exercise of each Warrant.
(2) The Underwriters are entitled to a commission of 5% of the exercise price
for each Warrant exercised which is solicited by the Underwriters (the
"Solitation Fee"). The Company has agreed to indemify the Underwiters
against certain liabilities, including liabilities under the Securties Act
of 1933. See "Plan of Distribution".
(3) Before deducting expenses payable by the Company, estimated at $50,000.
(4) Assuming exercise of all outstanding Warrants and the payment of the
Solicitation Fee on the exercise of all the Warrants.
___________________
The date of this Prospectus is September _____, 1996.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed with the Commission may be inspected and
copied at the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 as well as at the following Commission
regional offices: 500 West Madison Street, Chicago, Illinois 60661; Seven World
Trade Center, New York, New York 10048; and 1401 Brickell Avenue, Miami, Florida
33131. Copies of such material can be obtained from the Public Reference Section
of the Commission at prescribed rates by writing to the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549. Such reports and other information can
also be reviewed through the Commission's Electronic Data Gathering, Analysis,
and Retrieval System which is publicly available through the Commission's Web
site (http://www.sec.gov).
This Prospectus constitutes a part of a Registration Statement on Form S-3 filed
by the Company with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"), as Post-Effective Amendment No. 2 to the Company's
Registration Statement on Form S-1 (No. 33-75750) (herein, together with all
amendments and exhibits, referred to as the "Registration Statement"). This
Prospectus does not contain all the information set forth in the Registration
Statement, certain items of which are omitted in accordance with the rules and
regulations of the Commission. For further information with respect to the
Company and its Common Stock and Warrants, reference is hereby made to the
Registration Statement. Statements contained herein concerning the provisions of
any document are not necessarily complete, and in each instance reference is
made to the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement contained
herein is qualified in its entirety by such reference.
The Company furnishes annual reports to its stockholders which include
audited financial statements. The Company may also furnish quarterly financial
statements to its stockholders and such other reports as may be authorized by
its Board of Directors.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which are on file with the Commission (Exchange
Act File No. 0-23764), are incorporated in this Prospectus by reference and made
a part hereof:
(1) Annual Report on Form 10-KSB of the Company for the fiscal year ended
December 31, 1995;
(2) Quarterly Report on Form 10-QSB of the Company for the fiscal quarter ended
March 31, 1996;
(3) Current Report of the Company on Form 8-K filed on April 26, 1996; and
(4) Quarterly Report on Form 10-QSB of the Company for the fiscal quarter ended
June 30, 1996.
The Company's Registration Statement on Form 8-A (which contains
descriptions of the Common Stock and Warrants), which was declared effective by
the Commission on April 11, 1994, is also incorporated in this Prospectus by
reference and made a part hereof.
2
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering made hereby shall be
deemed to be incorporated by reference in this Prospectus and shall be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated by reference in this Prospectus and filed with the
Commission prior to the date of this Prospectus shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein, or in any other subsequently filed document which is deemed to
be incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom this Prospectus is delivered, on the written or oral request of any such
person, a copy of any or all of the documents referred to above which have been
or may be incorporated in this Prospectus by reference (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
into such documents). Written or telephone requests for such copies should be
directed to 14000 N.W. 4th Street, Sunrise, Florida 33325, Attention: Investor
Relations (telephone number: (954) 845-0427).
No dealer, salesman or other person is authorized in connection with any
offering made hereby to give any information or to make any representation not
contained in this Prospectus, and if given or made, such information or
representation must not be relied upon as having been authorized by the Company.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities other than the registered securities offered hereby
nor does it constitute an offer to sell or a solicitation of an offer to buy any
of the securities offered hereby to any person in any jurisdiction in which it
is unlawful to make such an offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create any
implication that the information contained herein is correct as of any date
subsequent to the date hereof.
TABLE OF CONTENTS
PAGE
Available Information...............................................2
Incorporation of Certain Documents by Reference.....................2
The Company ........................................................4
Risk Factors........................................................4
Use of Proceeds.....................................................6
Plan of Distribution................................................6
Description of Warrants.............................................7
Indemnification of Directors and Officers...........................8
Legal Matters.......................................................8
Experts.............................................................8
3
THE COMPANY
Kellstrom Industries, Inc. ("Kellstrom" or the "Company"), which conducts
its business under the name "Westco International", engages in the purchasing,
refurbishing (through subcontractors), marketing and distributing of commercial
jet engines and jet engine parts. The Company's customers include major domestic
and international airlines, engine manufacturers, engine part distributors and
dealers and overhaul service suppliers throughout the world. The Company enables
customers to reduce their engine maintenance costs by providing Federal Aviation
Administration-approved engines and engine parts on a timely basis and at
competitive prices. Upon consummation by Israel Tech Acquisition Corp. ("ITAC")
of the acquisition of substantially all of the assets of Kellstrom in June 1995,
ITAC changed its name to Kellstrom. The Company's operations are conducted at
its facility located at 14000 N.W. 4th Street, Sunrise, Florida 33325, and its
telephone number is (954) 845-0427.
RISK FACTORS
The securities offered hereby are speculative and involve a high degree of
risk. Each prospective investor should consider carefully the following risk
factors in addition to the other information presented in, and incorporated by
reference into, this Prospectus before making an investment decision.
RISKS APPLICABLE TO THE AIRCRAFT ENGINE BUSINESS. An investment in
companies in the aircraft engine part distribution and refurbishing (through
third parties) business entails special considerations and risks. These
businesses are highly competitive and are characterized by price fluctuations in
inventories and the discontinuing of certain engine types due to airline
operational decisions.
DEPENDENCE UPON KEY PERSONNEL. The Company depends upon the efforts of the
officers and directors of the Company. The loss of the services of such key
personnel could have a material adverse effect on the Company's ability to
successfully achieve its business objectives. Although each of the executive
employees has executed an employment agreement which prohibits him from
competing against the Company for a specified period of time, there can be no
assurance that such remedy will be available to the Company or that such
protection will mitigate any losses incurred as a result of a termination of
employment.
DIVIDENDS UNLIKELY. The Company has not paid any dividends on its Common
Stock to date. The payment of dividends will be contingent upon the Company's
revenues and earnings, if any, capital requirements and general financial
condition. The payment of any dividends will be within the discretion of the
Board of Directors of the Company. It is the present intention of the Board to
retain all earnings, if any, for use in the Company's business operations and,
accordingly, the Board does not anticipate declaring any dividends in the
foreseeable future.
POSSIBLE VOLATILITY OF SECURITIES PRICES. The market price of the Company's
securities may be highly volatile. Factors such as the Company's operating
results or other announcements by the Company or its competitors may have a
significant effect on the market price of the Company's securities. In addition,
market prices for securities of many small capitalization companies have
experienced wide fluctuations in response to variations in quarterly operating
results and general economic indicators and conditions, as well as other factors
beyond the control of the Company.
SHARES ELIGIBLE FOR FUTURE SALE. Substantially all of the Company's
outstanding shares of Common Stock and Warrants have been registered for sale
under the Securities Act or are eligible for sale under an exemption therefrom.
In addition, the holders of other warrants are entitled to certain "piggyback"
registration rights upon the exercise of up to 400,000 shares of Common Stock,
and holders of certain options will be entitled, upon exercise thereof, to up to
200,000 shares of Common Stock and warrants to purchase up to 400,000 shares of
Common Stock with certain demand and "piggyback" registration rights. The
possibility that substantial amounts of Common Stock or Warrants
4
may be sold in the public market may adversely affect prevailing market prices
for the Common Stock or the Warrants and could impair the Company's ability to
raise capital through the sale of its equity securities.
OUTSTANDING WARRANTS AND OPTIONS; POTENTIAL ADVERSE EFFECT ON MARKET PRICE
OF COMMON STOCK AND WARRANTS. The Company has 4,600,000 Warrants outstanding,
exercisable at a price of $5.00 per share. Additionally, the Company has
reserved an aggregate of 2,360,000 shares of Common Stock for issuance upon
exercise of other outstanding warrants and options. To the extent that
outstanding options and warrants are exercised, dilution of the percentage
ownership of the Company's stockholders will occur, and any sales in the public
market of the Common Stock underlying such options and warrants may adversely
affect prevailing market prices for the Common Stock and the Warrants. Moreover,
the terms upon which the Company will be able to obtain additional equity
capital may be adversely affected since the holders of outstanding options and
warrants can be expected to exercise them at a time when the Company would, in
all likelihood, be able to obtain any needed capital on terms more favorable to
the Company than those provided in the outstanding options and warrants.
POSSIBLE INABILITY TO EXERCISE WARRANTS. The Company intends to qualify the
sale of the Common Stock issuable upon exercise of the Warrants in a limited
number of states. Although certain exemptions in the securities laws of certain
states might permit Warrants to be transferred to purchasers in states other
than those in which the Warrants were initially qualified, the Company will be
prevented from issuing Common Stock in such other states upon the exercise of
the Warrants unless an exemption from qualification is available or unless the
issuance of Common Stock upon exercise of the Warrants is qualified. The Company
is under no obligation to seek, and may decide not to seek or may not be able to
obtain, qualification of the issuance of such Common Stock in all of the states
in which the ultimate purchasers of the Warrants reside. In such a case, the
Warrants held will expire and have no value if such Warrants cannot be sold.
POTENTIAL ADVERSE EFFECT OF REDEMPTION OF WARRANTS. The Warrants may be
redeemed by the Company, with the consent of the Underwriters, at any time upon
notice of not less than 30 days, at a price of $.01 per Warrant (the "Redemption
Price"), provided the closing sales price of the Common Stock on all 20
consecutive trading days ending on the third day prior to the day on which the
Company gives notice has been at least 170% of the then effective exercise price
($8.50 based upon the current exercise price, subject to adjustment). Redemption
of the Warrants could force the holders to exercise the Warrants and pay the
exercise price at a time when it may be disadvantageous for the holders to do
so, to sell the Warrants at the then current market price when they might
otherwise wish to hold the Warrants or to accept the Redemption Price, which is
likely to be substantially less than the market value of the Warrants at the
time of redemption.
AUTHORIZATION AND DISCRETIONARY ISSUANCE OF PREFERRED STOCK. The Company's
Restated Certificate of Incorporation, as amended, authorizes the issuance of up
to 1,000,000 shares of Preferred Stock with such rights and preferences as may
be determined from time to time by the Board of Directors. No shares of
Preferred Stock are currently outstanding. Accordingly, under the Restated
Certificate of Incorporation, as amended, the Board of Directors may, without
stockholder approval, issue Preferred Stock with dividend, liquidation,
conversion, voting, redemption or other rights which could adversely affect the
voting power or other rights of the holders of the Common Stock. The issuance of
any shares of Preferred Stock having rights superior to those of the Common
Stock may result in a decrease of the value or market price of the Common Stock
and could further be used by the Board as a device to prevent change in control
of the Company. Holders of the Preferred Stock may have the right to receive
dividends, certain preferences in liquidation and conversion rights. In
addition, the Preferred Stock could be utilized under certain circumstances, as
a method of discouraging, delaying or preventing a change in control of the
Company. Although the Company does not currently intend to issue any shares of
Preferred Stock, there can be no assurance that the Company will not do so in
the future.
5
USE OF PROCEEDS
The Company will derive net proceeds of approximately $21,800,000 upon
exercise of all the Warrants, after payment of the costs of this offering and
the 5% Warrant solicitation fee payable to the Underwriters (assuming that such
fee is payable with respect to all such Warrants). The Company intends to apply
approximately $4,000,000 of such proceeds to reduce outstanding indebtedness
under the Company's working capital line of credit with BankAtlantic, a federal
savings bank ("BankAtlantic"). The remaining net proceeds will be used to
finance any future acquisitions, purchase additional inventory and for other
working capital and general corporate purposes. The working capital line bears
interest at the rate of 1% over the prime rate as announced from time to time by
BankAtlantic and matures on May 31, 1997. The Company anticipates that the
amounts repaid under the credit facility with such proceeds will eventually be
reborrowed in order to finance future purchases of inventory.
PLAN OF DISTRIBUTION
The shares of Common Stock covered by this Prospectus are issuable upon
exercise of the Warrants. The Company issued 4,300,000 of the Warrants in
April 1994 as part of its initial public offering (the "Public Offering") of
"Units", each consisting of one share of Common Stock and two Warrants. The
Common Stock and the Warrants comprising the Units were detachable and
separately transferable upon issuance. The remaining 300,000 Warrants, which
are identical to the Warrants issued in the Public Offering, were issued by the
Company in February 1994 upon consummation of a bridge financing.
The Common Stock offered hereby is offered pursuant to the terms and
conditions of the Warrants as described below. In connection with the Public
Offering, the Company agreed, with respect to the exercise of the Warrants, to
pay the Underwriters a fee of 5% of the exercise price for each Warrant
exercised, provided that upon exercise thereof, (i) the market price of the
Common Stock is greater than the exercise price of the Warrant; (ii) the
exercise of the Warrant is solicited by the Underwriters; (iii) the Warrant is
not held in a discretionary account; (iv) disclosure of compensation
arrangements is made both at the time of the original offering and at the time
of exercise (by delivery of a Prospectus or as otherwise required by applicable
law, rule or regulation) and (v) the solicitation of the exercise of the Warrant
was not in violation of Rule 10b-6 (as such rule or any successor rule may be in
effect as of such time of exercise) promulgated under the Exchange Act. The
Company agreed to indemnify the Underwriters against certain liabilities in
connection with any post-effective amendment to the Registration Statement under
the Securities Act.
6
The Underwriters acted as the underwriters in connection with the Public
Offering, in which the Company raised approximately $11,321,000 of net proceeds.
In connection with the Public Offering, the Company paid the Underwriters
approximately $950,000 in commissions and expenses, granted the Underwriters
Unit Purchase Options ("Options") to purchase an aggregate of 200,000 shares of
Common Stock and 400,000 Warrants, and granted the Underwriters certain other
rights. The Options, which are exercisable at $7.62 per Unit at any time until
April 11, 1998, grant the holders thereof certain "piggyback" and demand
registration rights. The Company also agreed to indemnify the Underwriters
against certain liabilities in connection with the Public Offering under the
Securities Act. In February 1994, GKN acted as placement agent for the Company's
bridge financing.
How to Exercise the Warrants
Holders of the Warrants may exercise the Warrants by completing the form of
"Purchase Form To Be Executed Upon Exercise of Warrant Certificate" appearing on
the reverse side of the Warrant certificate, and forwarding the completed and
duly executed Warrant certificate, together with the payment provided for
therein, to Continental Stock Transfer & Trust Company (the "Warrant Agent"), 2
Broadway, New York, New York 10004, telephone (212) 509-4000. There are certain
instructions on the reverse of the Warrant certificate; please contact the
Warrant Agent in the event you have any further questions. In the event that the
Warrant certificates and payments for exercise of the Warrants are not hand
delivered to the Warrant Agent, registered mail or insured overnight delivery
are recommended. In the case of beneficial owners of Warrants who hold in
"street name" or "nominee name," please contact your broker or bank to arrange
exercise. The holders of the Warrants do not have the rights or privileges of
holders of the Common Stock prior to the exercise of the Warrants.
DESCRIPTION OF WARRANTS
The Warrants were issued subject to the terms and conditions of the
Warrant Agreement (the "Warrant Agreement") between the Company and the
Warrant Agent. The following description of the Warrants is not complete and is
qualified in all respects by reference to the Warrant Agreement, which is filed
as an exhibit to the Registration Statement of which this Prospectus is a part.
See "Available Information."
Each Warrant entitles the holder thereof to purchase one share of Common
Stock for $5.00, subject to adjustment in certain circumstances, at any time
through and including April 11, 2001. The Warrants are redeemable by the
Company, with the consent of the Underwriters, upon notice of not less than 30
days, at the Redemption Price, provided that the last sale price of the Common
Stock on all 20 consecutive trading days ending on the third day prior to the
date on which the Company gives notice has been at least 170% of the then
effective exercise price of the Warrants (currently $8.50, based upon the
$5.00 exercise price, subject to adjustment).
The exercise price and the number of shares of Common Stock issuable upon the
exercise of the Warrants are subject to adjustment in certain circumstances;
including a stock dividend, recapitalization, reorganization, merger or
consolidation of the Company. No fractional shares will be issued upon the
exercise of the Warrants. If a Warrant holder exercises all the Warrants then
owned of record, the Company will pay to such Warrant holder, in lieu of the
issuance of any fractional share which is otherwise issuable to such holder, an
amount in cash based on the market value of the Common Stock on the last trading
day prior to the date of exercise. The Warrants are not subject to adjustment
for issuances of Common Stock at a price below the exercise price of the
Warrants.
Any extension of the term of the Warrants will be subject to compliance
with Rule 13e-4 under the Exchange Act including the filing of a Schedule 13E-4.
Notice of any extension of the exercise period will be given to the Warrant
holders. The Company does not presently contemplate any extension of the
exercise period.
In certain cases, the sale of securities by the Company upon exercise of
Warrants could violate the securities laws of the United States, certain
states thereof or other jurisdictions. The Company has agreed to use its best
efforts to cause a registration statement with respect to such securities under
the Securities Act to be effective during the term of the Warrants and to take
such other actions under the laws of various states as may be required to cause
the sale of securities upon exercise of Warrants to be lawful. However, the
Company will not honor the exercise of the Warrants if, in the opinion of its
Board of Directors upon advice of counsel, the sale of securities upon such
exercise would be unlawful under federal or state securities laws or otherwise.
The Company has taken action to qualify the sale of Common Stock in certain
states where it has reason to believe that beneficial holders of Warrants
reside. The fact that the Company has commenced such actions, however, does not
mean that it will be able to successfully qualify the sales of Common Stock.
In addition, there are other states in which shares of Common Stock may be
purchased under an exemption from state securities laws and/or future action by
the Company.
7
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The General Corporation Law of the State of Delaware (the "GCL") authorizes
Delaware corporations to eliminate or limit the personal liability of a director
to the corporation or a stockholder for monetary damages for breach of certain
fiduciary duties as a director, other than his duty of loyalty to the
corporation and its stockholders, or for acts or omissions not in good faith or
involving intentional misconduct or knowing violation of law, and the unlawful
purchase or redemption of stock or payment of unlawful dividends or the receipt
of improper benefits. The Company's Restated Certificate of Incorporation, as
amended (the "Certificate of Incorporation"), includes a provision eliminating
such personal liability. The Certificate of Incorporation, as well as the
By-Laws of the Company, provide for the indemnification of the officers and
directors of the Company to the fullest extent permitted under the GCL. In
addition, the Company has executed agreements with the officers and directors of
the Company that require the Company to indemnify such individuals for
liabilities incurred by them because of an act, omission, neglect or breach of
duty committed while acting in the capacity of an officer or director. Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
LEGAL MATTERS
Certain legal matters with respect to the Common Stock offered hereby have
been passed upon for the Company by Gratch Jacobs & Brozman, P.C.
EXPERTS
The financial statements of the Company as of December 31, 1995 and 1994,
and for each of the years in the two-year period ended December 31, 1995 have
been incorporated herein by reference and in the registration statement in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated herein by reference, and upon the authority of said
firm as experts in accounting and auditing.
8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various costs and expenses expected to
be incurred by the Company in connection with the sale and distribution of the
securities being registered. All of the amounts are estimated except the
Commission registration fee.
Commission Registration Fee........................... $ -0-
Blue Sky Fees and Expenses (including counsel fees)... 2,000.00
Transfer Agent's Fees and Expenses.................... 1,000.00
Accounting Fees....................................... 30,000.00
Legal Fees and Expenses............................... 7,500.00
Printing Expenses..................................... 7,500.00
Miscellaneous Expenses................................ 2,000.00
Total................................................. $ 50,000.00
Item 15. Indemnification of Directors and Officers.
The Company is incorporated under the laws of the State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware (the "DGCL")
provides that a Delaware corporation may indemnify any person who is, or is
threatened to be made, a party to any threatened, pending or completed action,
suit or proceedings, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the
fact that such person was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees) judgments, fines, and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interest and, with respect to any criminal action or
proceedings, had no reasonable cause to believe that his conduct was illegal. A
Delaware corporation may indemnify any person who is, or is threatened to be
made, a party to any threatened, pending or completed action or suit by or in
the right of the corporation by reason of the fact that such person was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, provided such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests except that no indemnification is
permitted without judicial approval if such person is adjudged to be liable to
the corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him against the expenses which such officer or director has actually
and reasonably incurred.
The Company's Restated Certificate of Incorporation, as amended (the
"Certificate of Incorporation") provides for the indemnification of directors
and officers of the Company to the fullest extent permitted by Section 145 of
the DGCL. In that regard, ARTICLE TENTH, paragraph A of the Certificate of
Incorporation provides that the personal liability of a director or officer of
the Company to the Company or its stockholders for monetary damages for breach
of fiduciary duty as a director or officer shall be limited to the fullest
extent permitted
II-1
by the DGCL, as it now exists or may hereafter be amended and that any repeal or
modification of ARTICLE TENTH, paragraph A of the Certificate of Incorporation
by the stockholders of the Company shall not adversely affect any right or
protection of a director or officer of the Company existing at the time of such
repeal or modification.
In addition, Article VIII of the By-laws of the Company provide
indemnification to the fullest extent permitted by the DGCL as follows:
Section 1. Indemnification Generally. The Company shall, to the fullest
extent permitted by the General Company Law of the State of Delaware (the
"GCL"), as amended from time to time, indemnify all persons whom it may
indemnify pursuant thereto.
Section 2. Good Faith Defined. For purposes of any determination under this
Article VIII, a person shall be deemed to have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the Company, or, with respect to any criminal action, or proceeding, to have had
no reasonable cause to believe his conduct was unlawful, if his action is based
on the records or books of account of the Company or another enterprise, or on
information supplied to him by the officers of the Company or another enterprise
in the course of their duties, or on the advice of legal counsel for the Company
or another enterprise or on information or records given or reports made to the
Company or another enterprise by an independent certified public accountant or
by an appraiser or other expert selected with reasonable care by the Company or
another enterprise. The term "another enterprise" as used in this Section 2
shall mean any other corporation or partnership, joint venture, trust or other
enterprise of which such person is or was serving at the request of the Company
as a director, officer, employee or agent. The provisions of this Section 2
shall not be deemed to be exclusive or to limit in any way the circumstances in
which a person may be deemed to have met the applicable standard of conduct.
Section 3. Indemnification by a Court. Notwithstanding any determination on
the part of the Company or its agents that indemnification of any director ,
officer, employee or agent is not proper, and notwithstanding the absence of any
determination, any director, officer, employee or agent may apply to any court
of competent jurisdiction in the State of Delaware for indemnification to the
extent otherwise permissible under this Article VIII. The basis of such
indemnification by a court shall be a determination by such court that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standards of conduct set forth
in this Article VIII or the GCL, as the case may be. Notice of any application
for indemnification pursuant to this Section 3 shall be given to the Company
promptly upon the filing of such application.
Section 4. Non-Exclusivity of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by or granted pursuant
to this Article VIII shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any By-Law, agreement, contract, vote of stockholders or disinterested directors
or pursuant to the direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, it being the policy of the
Company that indemnification of any director, officer, employee or agent of the
Company or any director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise who is serving at the
request of the Company shall be made to the fullest extent permitted by law. The
provisions of this Article VIII shall not be deemed to preclude the
indemnification of any director, officer, employee or agent of the Company or
any director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise who is serving at the request of the
Company who is not specified in this Article VIII but whom the Company has the
power or obligation to indemnify under the provisions of the GCL, or otherwise.
Section 5. Insurance. The Company may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as
II-2
such, whether or not the Company would have the power or the obligation to
indemnify him against such liability under the provisions of this Article VIII.
Section 6. Meaning of "Company" for Purposes of Article VIII. For purposes
of this Article VIII, reference to "the Company" include, in addition to the
corporation resulting from any consolidation or merger, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have power and authority to indemnify its directors, officers, and employees or
agents of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article VIII with
respect to the resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had continued.
Section 7. Survival of Indemnification and Advancement of Expenses. The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article VIII shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
The Company has executed agreements with Messrs. Nedivi, Gleason, Motisi,
Steele, Rosenfeld, Stern and Mitchell that require the Company to indemnify
these individuals for liabilities incurred by them because of an act or omission
or neglect or breach of duty committed while acting in the capacity of an
officer or director of the Company. Certain actions, including acts for which
the individual is removed or terminated for cause, are excluded from the
coverage of the agreement.
Item 16. Exhibits.
EXHIBIT DESCRIPTION
NO.
------- -----------
1.1 Underwriting Agreement, dated April 11, 1994, between the Company and
GKN Securities Corp and Brean Murray, Foster Securities Inc.(1)
3.1 Restated Certificate of Incorporation(1)
3.2 Certificate of Amendment to the Restated Certificate of Incorporation
3.3 By-Laws(1)
4.1 Form of Common Stock Certificate(1)
4.2 Form of Warrant Certificate(1)
4.3 Form of Unit Purchase Option Granted to Underwriters(1)
4.4 Form of Warrant issued in Bridge Financing(1)
4.5 Warrant Agreement between Continental Stock Transfer & Trust Company
and the Company(1)
5.1 Opinion of Gratch Jacobs & Brozman, P.C. (1)
10.1 Asset Purchase Agreement, dated February 15, 1995, among the Company,
Rada Electronic Industries Limited, Tasco Electronics Inc. and KST
Corp.(2)
10.2 Marketing, Management and Consulting Agreement, dated February 3,
1995, between the Company and Rada Electronics Industries Limited
10.3 Employment Agreement, dated June 9, 1995, between Zivi R. Nedivi and
the Company(3)
10.4 Amendment No. 1 to Employment Agreement, dated as of April 18, 1996,
between Zivi R. Nedivi and the Company
10.5 Employment Agreement, dated May 18, 1995, between John S. Gleason and
the Company(3)
10.6 Amendment No. 1 to Employment Agreement, dated as of April 18, 1996,
between John S. Gleason and the Company
II-3
10.7 Employment Agreement, dated June 2, 1995, between Anthony Motisi and
the Company (3)
10.8 Amendment No. 1 to Employment Agreement, dated as of April 18, 1996,
between Anthony Motisi and the Company
10.9 Employment Agreement, dated as of January 30, 1996, between Paul F.
Steele and the Company
10.10 Amendment No. 1 to Employment Agreement, dated April 18, 1996,
between Paul F. Steele and the Company
10.11 Indemnification Agreement, dated as of April 23, 1996, between the
Company and Joram D. Rosenfeld
10.12 Indemnification Agreement, dated as of April 23, 1996, between the
Company and Yoav Stern
10.13 Indemnification Agreement, dated as of April 23, 1996, between the
Company and David Jan Mitchell
10.14 Stockholders Agreement, dated August 24, 1995, among Zivi R. Nedivi,
Joram D. Rosenfeld and Yoav Stern(4)
10.15 Amendment to Stockholders Agreement, dated as of January 15 1996,
among Zivi R. Nedivi, Joram D. Rosenfeld and Yoav Stern
10.16 Stock Purchase Agreement, dated August 24, 1995, between the Company
and Zivi R. Nedivi(4)
10.17 Amendment to Stock Purchase Agreement, dated as of January 15, 1996,
between the Company and Zivi R. Nedivi
10.18 1995 Stock Option Plan(5)
10.19 Warrant issued to Allen & Company
10.20 Form of Warrant issued to J.W. Charles Securities Inc.
10.21 Warrant issued to John Gleason
10.22 1996 Stock Option Plan(6)
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Gratch Jacobs & Brozman, P.C.
(included as Exhibit 5.1)
24.1 Power of Attorney (included as part of signature page)
__________________
(1) Incorporated by reference to Amendment No. 1 to Registration Statement on
Form S-1, Number 33-75750, filed with the Commission on April 1, 1994.
(2) Incorporated by reference to the Current Report on From 8-K/A filed with
the Commission on March 14, 1994.
(3) Incorporated by reference to Post-Effective Amendment No. 1 to
Registration Statement on Form S-1, Number 33-75750, filed with the
Commission on October 13, 1995.
(4) Incorporated by reference to the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1995.
(5) Incorporated by reference to the Company's Proxy Statement for Special
Meeting dated May 12, 1995.
(6) Incorporated by reference to the Company's Proxy Statement for Annual
Meeting dated July 23, 1996.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement; and
(iii) To include any additional or changed material information on
the plan of distribution;
II-4
(2) For determining liability under the Securities Act of 1933, to
treat each such post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time shall be
deemed to be the initial bona fide offering.
(3) To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
(b) That 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 Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(c) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of the
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant under Rule 424(b)(1) or (4) or 497(h) under
the Securities Act shall be deemed to be part of this Registration Statement as
of the time it was declared effective.
(2) For the purpose of determining liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Post-Effective Amendment No. 2 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Sunrise, State of Florida, on the 9th day of
September 1996.
KELLSTROM INDUSTRIES, INC.
By: /s/ ZIVI R. NEDIVI
-----------------------
Zivi R. Nedivi
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Zivi R. Nedivi and/or John Gleason his true and
lawful attorneys-in-fact and agents, each acting alone, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement, including post-effective amendments, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission and any state securities commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents, each acting alone, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
[Download Table]
SIGNATURES TITLE DATE
---------- ----- ----
/s ZIVI R. NEDIVI Chief Executive Officer, President September 9, 1996
------------------ and Director
Zivi R. Nedivi (Principal Executive Officer)
/s/ YOAV STERN Co-Chairman of the Board of Directors September 9, 1996
------------------
Yoav Stern
/s/ JORAM D. ROSENFELD Co-Chairman of the Board of Directors September 9, 1996
------------------
Joram D. Rosenfeld
/s/ DAVID J. MITCHELL Director September 9, 1996
------------------
David J. Mitchell
/s/ JOHN GLEASON Chief Financial Officer and Treasurer September 9, 1996
------------------ (Principal Financial Officer and
John Gleason Principal Accounting Officer)
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION PAGE
1.1 Underwriting Agreement, dated April 11, 1996, between
the Company and GKN Securities Corp. and Brean
Murray, Foster Securities Inc.(1)
3.1 Restated Certificate of Incorporation(1)
3.2 Certificate of Amendment to the Restated
Certificate of Incorporation
3.3 By-Laws(1)
4.1 Form of Common Stock Certificate(1)
4.2 Form of Warrant Certificate(1)
4.3 Form of Unit Purchase Option Granted to
Underwriters(1)
4.4 Form of Warrant issued in Bridge Financing(1)
4.5 Warrant Agreement between Continental Stock
Transfer & Trust Company and the Company(1)
5.1 Opinion of Gratch Jacobs & Brozman, P.C.(1)
10.1 Asset Purchase Agreement dated February 15,
1995, among the Company, Rada Electronic
Industries Limited, Tasco Electronics Inc.
and KST Corp.(2)
10.2 Marketing, Management and Consulting Agreement,
dated February 3, 1995, between the Company and
Rada Electronic Industries, Ltd.
10.3 Employment Agreement, dated June 9, 1995, between
Zivi R. Nedivi and the Company(3)
10.4 Amendment No. 1 to Employment Agreement, dated
as of April 18, 1996, between Zivi R. Nedivi and
the Company
10.5 Employment Agreement, dated May 18, 1995, between
John S. Gleason and the Company(3)
10.6 Amendment No. 1 to Employment Agreement, dated
as of April 18, 1996, between John S. Gleason
and the Company
10.7 Employment Agreement, dated June 2, 1995, between
Anthony Motisi and the Company(3)
10.8 Amendment No. 1 to Employment Agreement, dated as
of April 18, 1996, between Anthony Motisi and the
Company
10.9 Employment Agreement, dated as of January 30,
1996, between Paul F. Steele and the Company
10.10 Amendment No. 1 to Employment Agreement, dated as
of April 18, 1996, between Paul F. Steele and the
Company
10.11 Indemnification Agreement, dated as of April 23,
1996, between the Company and Joram D. Rosenfeld
EXHIBIT NO. EXHIBIT DESCRIPTION PAGE
10.12 Indemnification Agreement, dated as of April 23,
1996, between the Company and Yoav Stern
10.13 Indemnification Agreement, dated as of April 23,
1996, between the Company and David Jan Mitchell
10.14 Stockholders Agreement, dated August 24, 1995,
among Zivi R. Nedivi, Joram D. Rosenfeld and Yoav
Stern(4)
10.15 Amendment to Stockholders Agreement, dated as of
January 15, 1996, among Zivi R. Nedivi, Joram D.
Rosenfeld and Yoav Stern
10.16 Stock Purchase Agreement, dated August 24, 1995,
between the Company and Zivi R. Nedivi(4)
10.17 Amendment to Stock Purchase Agreement, dated as of
January 15, 1996, between the Company and Zivi R.
Nedivi
10.18 1995 Stock Option Plan(5)
10.19 Warrant issued to Allen & Company
10.20 Form of Warrant issued to J. W. Charles
Securities Inc.
10.21 Warrant issued to John Gleason
10.22 1996 Stock Option Plan(6)
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Gratch Jacobs & Brozman, P.C
(included as Exhibit 5.1)
24.1 Power of Attorney (included as part of signature page)
--------------------------------------
(1) Incorporated by reference to Amendment No. 1 to Registration Statement
on Form S-l, Number 33-75750, filed with the Commission on April 1,
1994.
(2) Incorporated by reference to the Current Report on Form 8-K/A filed
with the Commission on March 14, 1994.
(3) Incorporated by reference to Post-Effective Amendment No. 1 to
Registration Statement on Form S-1, Number 33-75750, filed with the
Commission on October 13, 1995.
(4) Incorporated by reference to the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1995. (5) Incorporated by
reference to the Company's Proxy Statement for Special Meeting dated
May 12, 1995.
(5) Incorporated by reference to the Company's Proxy Statement for Special
Meeting dated May 12, 1995.
(6) Incorporated by reference to the Company's Proxy Statement for Annual
Meeting dated July 23, 1996
Dates Referenced Herein and Documents Incorporated by Reference
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