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Questron Technology Inc – ‘S-3’ on 4/21/00

On: Friday, 4/21/00, at 2:41pm ET · Accession #: 912057-0-19182 · File #: 333-35364

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/21/00  Questron Technology Inc           S-3                    4:49K                                    Merrill Corp/FA

Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         20     77K 
                          Pursuant to a Transaction                              
 2: EX-5        Opinion re: Legality                                   2     11K 
 3: EX-23.(B)   Consent of Experts or Counsel                          1      6K 
 4: EX-23.(C)   Consent of Experts or Counsel                          1      6K

S-3 — Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Cautionary Note on Forward-Looking Statements Company, The Dependence on third-party suppliers and manufacturers -delays in establishing relationships with new suppliers and manufacturers of our products could severely diminish our operations Exhibits Experts Indemnification of Directors and Officers Legal Matters Management control Other Expenses of Issuance and Distribution Plan of Distribution Product liability; claims exposure Risk Factors Selling Stockholders Substantial leverage -our substantial indebtedness could adversely affect our financial health The Company Undertakings Use of Proceeds We are dependent on our inventory management and information systems We are vulnerable to customer industry risks and cyclicality We depend on key management We face significant competition Where You Can Find More Information
1	1st Page - Filing Submission
5	The Company
7	Risk Factors
"	We are vulnerable to customer industry risks and cyclicality
"	Substantial leverage -our substantial indebtedness could adversely affect our financial health
8	Dependence on third-party suppliers and manufacturers -delays in establishing relationships with new suppliers and manufacturers of our products could severely diminish our operations
"	We face significant competition
9	Product liability; claims exposure
"	We are dependent on our inventory management and information systems
"	We depend on key management
10	Management control
"	Cautionary Note on Forward-Looking Statements
"	Use of Proceeds
"	Selling Stockholders
12	Plan of Distribution
13	Legal Matters
14	Experts
"	Where You Can Find More Information
16	Item 14. Other Expenses of Issuance and Distribution
"	Item 15. Indemnification of Directors and Officers
17	Item 16. Exhibits
"	Item 17. Undertakings

S-3 1st Page of 20 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                                                 REGISTRATION NO. 333-______
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

FORM S-3

 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 QUESTRON TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)

23-2257354
(I.R.S. Employer Identification No.)

6400 CONGRESS AVENUE
SUITE 2000
 BOCA RATON, FLORIDA 33487
(561) 241-5251

   (Address, including zip code, and telephone number, including area code, of
 registrant's principal executive offices)

 DOMINIC A. POLIMENI
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
 6400 CONGRESS AVENUE, SUITE 2000, BOCA RATON, FLORIDA 33487
(561) 241-5251

  (Name, address, including zip code, and telephone number, including area code,
 of agent for service)

Copies to:
 CARTER STRONG, ESQ.
 JOHN P. FOLEY, ESQ.
ARENT FOX KINTNER PLOTKIN & KAHN, PLLC
 1050 CONNECTICUT AVENUE, N.W.
WASHINGTON, DC 20036
(202) 857-6000

Approximate date of commencement of proposed sale to the public: From time to   
time after this Registration Statement becomes effective.                       

If the only securities being registered on this Form are being offered pursuant 
to dividend or interest reinvestment plans, please check the following box. [ ] 

If any of the securities being registered on this Form are to be offered on a   
delayed or continuous basis pursuant to Rule 415 under the Securities Act of    
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]                                

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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 under Rule 462(c) pursuant to  
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.[ ]                                              

                           CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

TITLE OF EACH CLASS                          PROPOSED MAXIMUM     PROPOSED MAXIMUM                   
OF SECURITIES TO BE             AMOUNT          OFFERING             AGGREGATE         AMOUNT OF     
   REGISTERED            TO BE REGISTERED  PRICE PER UNIT (1)(2)   OFFERING PRICE   REGISTRATION FEE 
   ----------            ----------------  ---------------------  ----------------  -----------------
                                                                                                     
Common Stock, $0.001 par                                                                             
value per share               2,341,214          $6.5938           $15,437,496        $4,075.50      

(1)  The common stock that may be offered by this Registration Statement        
     includes 107,500 shares issuable upon exercise of options and 50,000 shares
issuable upon exercise of warrants.                                   

(2)  Estimated solely for the purpose of computing the amount of the            
  registration fee based on the average of the high and low sale prices of
 the common stock as reported on The Nasdaq National Market on April 18,
2000 under Rule 457(c).                                               

        THE REGISTRANT AMENDS THIS REGISTRATION STATEMENT ON THE 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 THE DATE AS THE COMMISSION ACTING UNDER SAID SECTION 8(a), MAY     
DETERMINE.                                                                      

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 Subject to Completion, dated April 21, 2000

PRELIMINARY PROSPECTUS

 QUESTRON TECHNOLOGY, INC.

2,341,214 SHARES

COMMON STOCK

       Up to 2,341,214 shares of our common stock may be offered for sale by
         the selling stockholders listed on page 10. Some shares of common stock
 are owned outright by selling stockholders, and some shares are
  issuable upon the exercise by selling stockholders of options or
warrants.                                                     

    Our common stock is listed on The Nasdaq National Market under the
     symbol "QUST." On April 18, 2000, the last sale price of our common
stock on The Nasdaq National Market was $6.75 per share.      

       INVESTING IN QUESTRON COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 6 THAT YOU SHOULD CONSIDER BEFORE INVESTING.

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.         

THE DATE OF THIS PROSPECTUS IS ___________, 2000

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         YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH 
DIFFERENT INFORMATION. THIS PROSPECTUS IS AN OFFER TO SELL ONLY THE REGISTERED  
SECURITIES COVERED BY THIS PROSPECTUS. IT IS NOT AN OFFER TO SELL OR A          
SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE  
OFFER OR SALE IS NOT PERMITTED. THE DELIVERY OF THIS PROSPECTUS DOES NOT IMPLY  
THAT THE INFORMATION IN THIS PROSPECTUS IS CORRECT AS OF ANY DATE OTHER THAN THE
DATE OF THIS PROSPECTUS.                                                        

    In this prospectus, "Questron," "we," "our" and "us" refer to Questron
Technology, Inc. and its subsidiaries and affiliates.                           

                                                        [Enlarge/Download Table]

                                                 TABLE OF CONTENTS                                      

                                                                                                        
THE COMPANY............................................................................................4

RISK FACTORS...........................................................................................6
         Dependence on major customers - we derive a substantial portion of our revenue                 
               from major customers, and, therefore, the loss of even one of these customers            
               could significantly and negatively impact our operating results.........................6
         We are vulnerable to customer industry risks and cyclicality..................................6
         Substantial leverage -our substantial indebtedness could adversely affect our                  
                financial health.......................................................................6
         Risks associated with acquisitions -businesses which we have acquired, or those                
               we may acquire in the future, could perform below our expectations, increase our         
               liabilities and limit resources necessary to manage our existing business...............7
         Dependence on third-party suppliers and manufacturers -delays in establishing                  
               relationships with new suppliers and manufacturers of our products could                 
               severely diminish our operations........................................................7
         We face significant competition...............................................................7
         Product liability; claims exposure............................................................8
         We are dependent on our inventory management and information systems..........................8
         We depend on key management...................................................................8
         Management control............................................................................9

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS..........................................................9

USE OF PROCEEDS........................................................................................9

SELLING STOCKHOLDERS...................................................................................9

PLAN OF DISTRIBUTION..................................................................................11

LEGAL MATTERS.........................................................................................12

EXPERTS...............................................................................................13

WHERE YOU CAN FIND MORE INFORMATION...................................................................13

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 THE COMPANY

    We provide original equipment manufacturers with supply management
solutions and inventory logistics management services for C inventory items,    
which are typically low cost, high volume related products (commonly referred to
as "C Items"). These services include in-plant bin-stock replenishment, kitting,
technical support, quality assurance and other similar programs.                

        Increasingly, original equipment manufacturers are outsourcing C Items
inventory logistics management functions. Our goal is to take advantage of this 
trend. We concentrate on customers who produce high-end products with           
significant product sophistication. In providing inventory logistics management 
services, we serve as the supply chain manager of C Items for most of our       
original equipment manufacturer customers, enabling these customers to:         

o    eliminate process costs relating to the planning, purchasing and 
expediting of C Items;                                      

o    reduce carrying costs, including labor, financing and overhead   
charges;                                                    

o    reduce parts shortages, which can lead to costly production line 
stoppages;                                                  

o    reduce product costs; o consolidate their supplier base; and o   
potentially consolidate the number of parts used.           

        Inventory items classified as C Items generally have much lower values
than the end products being made by original equipment manufacturers. They are  
also complex due to the multiplicity of items and volume of parts, and are labor
intensive in their preparation for the production line. We manage C Items, with 
state-of-the-art technology, ranging from sourcing and procurement of parts to  
the direct deployment of parts to the manufacturing floor. We provide these     
services utilizing a fully integrated on-line real-time computer system linking 
all of our sales and distribution centers, offering electronic data interchange,
bar coding, consolidated billing options and "just in time" delivery programs.  

Our customers include companies in the following industries:          

o    industrial equipment manufacturing;                              
o    military aerospace;                                              
o    commercial aerospace;                                            
o    contract manufacturing;                                          
o    furniture;                                                       
o    transportation;                                                  
o    telecommunications;                                              
o    medical electronics;                                             
o    computer and computer networking;                                
o    semiconductor fabrication equipment; and                         
o    consumer products.                                               

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We supply a wide range of products which include:                     

o    fasteners;                                                       
o    spacers and standoffs;                                           
o    plastic components;                                              
o    cable ties and accessories;                                      
o    drawer slides;                                                   
o    connectors;                                                      
o    design/prototype components; and                                 
o    other custom fabricated C Items.                                 

  We were incorporated in Delaware in 1983 and changed our name to
Questron Technology, Inc. in 1996. Together with our direct and indirect        
subsidiaries, we currently have approximately 445 employees and operate 32      
facilities in 18 states and two in Mexico. We intend to continue our expansion  
through both internal growth and acquisitions. Our executive offices are located
at 6400 Congress Avenue, Suite 2000, Boca Raton, Florida 33487 and our telephone
number is (561) 241-5251.                                                       

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RISK FACTORS

    YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS AND OTHER
INFORMATION IN THIS PROSPECTUS BEFORE DECIDING TO INVEST IN OUR SECURITIES.     

DEPENDENCE ON MAJOR CUSTOMERS - WE DERIVE A SUBSTANTIAL PORTION OF OUR REVENUE  
FROM MAJOR CUSTOMERS, AND, THEREFORE, THE LOSS OF EVEN ONE OF THESE CUSTOMERS   
COULD SIGNIFICANTLY AND NEGATIVELY IMPACT OUR OPERATING RESULTS                 

     Our customer base consists of over 6,000 customers. Over 90% of our
sales are recurring sales to existing customers. For the year ended December 31,
1999, on a proforma basis, our ten largest customers accounted for approximately
31% of our sales. No single customer contributed more than 5.6%. Customers may  
terminate these sales arrangements on short notice, and none of our customers is
obligated to continue to use our services, acquire our products or pay existing 
prices. This exposes us to significant financial risk should one or more major  
customers terminate or significantly alter their business relationship with us. 

WE ARE VULNERABLE TO CUSTOMER INDUSTRY RISKS AND CYCLICALITY                    

  We sell a significant percentage of our products and services to
customers in industries that experience fluctuations in demand because of       
changes in economic conditions, consumer demand and other factors beyond our or 
their control. As a result, we may be unable to increase or maintain our level  
of sales in periods of economic stagnation or downturn in our customers'        
industries.                                                                     

SUBSTANTIAL LEVERAGE - OUR SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY AFFECT OUR  
FINANCIAL HEALTH                                                                

         As of December 31, 1999, our total indebtedness was approximately $89.6
million, representing 72.2% of our total capitalization. In March 2000, $5      
million of notes issued as consideration for acquisitions were redeemed for     
450,000 shares of our common stock. Subject to restrictions in our senior credit
facility, we may incur up to $10.6 million of additional borrowings under the   
senior credit facility. Our indebtedness could:                                 

o    increase our vulnerability to adverse economic and industry      
conditions;                                                 

   o    limit our ability to fund capital expenditures, future acquisitions,
working capital and other general corporate requirements;   

 o    require us to dedicate a substantial portion of our cash flow from
          operations to payments of indebtedness, which would reduce our ability
          to fund capital expenditures, future acquisitions, working capital and
other general corporate requirements;                       

    o    place us at a competitive disadvantage to competitors with less debt;
and                                                         

     o    limit, along with the financial and other restrictive covenants in our
       existing senior credit facility, among other things, our ability to
  borrow any additional funds, or to borrow on acceptable terms.

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RISKS ASSOCIATED WITH ACQUISITIONS - BUSINESSES WHICH WE HAVE ACQUIRED, OR THOSE
WE MAY ACQUIRE IN THE FUTURE, COULD PERFORM BELOW OUR EXPECTATIONS, INCREASE OUR
LIABILITIES AND LIMIT RESOURCES NECESSARY TO MANAGE OUR EXISTING BUSINESS       

         Before March 1997, we derived our revenues primarily through our wholly
owned subsidiary, Questron Distribution Logistics, Inc. After March 1, 1997, we 
experienced a period of rapid growth and expansion through the acquisitions of  
Comp Ware, Inc., doing business as Webb Distribution, California Fasteners,     
Inc., Integrated Material Systems, Inc., Power Components, Inc., Fas-Tronics,   
Inc., Fortune Industries, Inc., B&G Supply Company, Inc., Capital Fasteners,    
Inc., Olympic Fasteners & Electronic Hardware and AFCOM Action Threaded         
Products, Inc. Our growth and profitability depend on our ability to integrate  
successfully acquired businesses and assets into our existing operations and to 
expand successfully our customer base, which we may not accomplish. On March 31,
2000, we acquired RSD Sales, Co. Inc. The acquired businesses may have          
characteristics, deficiencies or liabilities unknown to us, which could diminish
the benefits we derive from them. In addition, the integration of these         
companies could place disproportionate demands on our management, operational   
and financial resources. Some of our senior management personnel have recently  
joined us. Our ability to manage growth successfully will require us to continue
to improve our operational, management and financial systems and controls. If   
our management is unable to manage growth effectively, our business, results of 
operations and financial condition could be materially and adversely affected.  
The successful integration of these and future acquisitions depends on a number 
of factors, including:                                                          

o    the effective and timely initiation and development of customer  
relationships;                                              

o    our ability to maintain the quality of services we provide to our
customers; and                                              

o    the recruitment, motivation and retention of qualified personnel.

DEPENDENCE ON THIRD-PARTY SUPPLIERS AND MANUFACTURERS - DELAYS IN ESTABLISHING  
RELATIONSHIPS WITH NEW SUPPLIERS AND MANUFACTURERS OF OUR PRODUCTS COULD        
SEVERELY DIMINISH OUR OPERATIONS                                                

         Our C Items are purchased from third-party suppliers and manufacturers.
While there are numerous available sources of supply for required products and  
we currently maintain alternative sources for products, our businesses are      
subject to the risk of price fluctuations, different product performance and    
quality, and periodic delays in delivery. Failure by suppliers to continue to   
supply us with products on commercially reasonable terms, or at all, may have a 
material adverse effect on our operations and financial condition.              

WE FACE SIGNIFICANT COMPETITION                                                 

   The inventory logistics management services market for C Items is
highly competitive, and we expect competition in each of these businesses to    
increase. Our competitors include Park-Ohio Holdings Corp., Honeywell, Inc.,    
Textron, Inc. and Pentacon, Inc. Increased competition could result in price    
reductions, reduced margins and loss of market share, all of which could        
materially and adversely affect our business, operating results and financial   
condition. Many of our current and potential competitors have significantly     
greater financial, technical, marketing and other resources than we have. We    
cannot assure you that we will be able to compete successfully with existing or 

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new competitors or that the competitive pressure we face will not materially and
adversely affect our business, operating results and financial condition.       

PRODUCT LIABILITY; CLAIMS EXPOSURE                                              

    We maintain product liability insurance to protect us from product
liabilities. We have had only one product liability lawsuit against us in the   
past four years. That litigation was settled without any payment by us. We      
cannot assure you that premiums will not increase or that claims will not arise 
in the future, or that our insurance coverage will be adequate. Any product     
liability not covered by insurance, or for which third party indemnification is 
not available, could have a material adverse effect on our financial condition  
and results of operations.                                                      

WE ARE DEPENDENT ON OUR INVENTORY MANAGEMENT AND INFORMATION SYSTEMS            

       We operate an inventory management information system that is used to
purchase, monitor and allocate inventory throughout our facilities. We depend on
our management information system to provide real-time information used to      
monitor:                                                                        

o    sales activities;                                                
o    credit approval;                                                 
o    inventory levels;                                                
o    stock balancing;                                                 
o    vendor returns; and                                              
o    order fulfillment.                                               

Any disruption in the operation of our management information system could have 
a material adverse effect on our financial condition, liquidity and results of  
operations.                                                                     

WE DEPEND ON KEY MANAGEMENT                                                     

      Our success depends upon the efforts, abilities and expertise of our
executive officers and other senior managers, including Dominic A. Polimeni, our
Chairman and Chief Executive Officer, as well as the presidents of our operating
units. The loss of the services of these individuals or other key individuals   
could have a material adverse effect on our financial condition, liquidity and  
results of operations.                                                          

       Our success also depends largely on our ability to attract and retain
highly-skilled technical, managerial, sales and marketing personnel. While our  
employees enter into confidentiality agreements, they generally do not enter    
into non-competition agreements. If we are unable to hire and retain the        
necessary personnel, our development of productivity enhancements and new       
services likely would be adversely affected. We cannot assure you that we will  
succeed in retaining our key personnel and in attracting and retaining the      
personnel we require to continue our growth strategy.                           

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MANAGEMENT CONTROL                                                              

    Management owns approximately 52% of our outstanding common stock.
Accordingly, management has the ability to direct many of our affairs and       
actions, including actions requiring stockholder approval.                      

 CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

     This prospectus may contain forward-looking statements based on our
current expectations, assumptions, estimates and projections about us and our   
industry. Forward-looking statements relate to future events or to our future   
financial performance. In some cases, you can identify forward-looking          
statements by terminology such as "may," "will," "should," "expects," "plans,"  
"anticipates," "could," "believes," "estimates," "predicts," "potential" or     
similar expressions. Our actual results could differ materially from those      
anticipated in these forward-looking statements as a result of factors more     
fully described in the "Risk Factors" section and elsewhere in this prospectus. 

Although we believe that the expectations reflected in any    
forward-looking statements are reasonable, we cannot guarantee future events or 
results. Readers are cautioned not to place undue reliance on these             
forward-looking statements, which reflect management's view only as of the date 
of this prospectus. Except as required by law, we undertake no obligation to    
update any forward-looking statement, even if new information becomes available 
or other events occur.                                                          

 USE OF PROCEEDS

       We will not receive any proceeds from the sale of common stock by the
selling stockholders. The selling stockholders will retain all proceeds. If     
warrants or options are exercised by selling stockholders, we will receive an   
exercise price which will be used for general corporate purposes.               

SELLING STOCKHOLDERS

This prospectus covers:                                       

      (i)   Restricted shares of our common stock owned by certain selling
stockholders;                                     

       (ii)  Shares of our common stock issuable on the exercise of warrants
by certain selling stockholders;                  

      (iii) Shares of our common stock issuable on the exercise of options
by certain selling stockholders.                  

Except as noted below, none of the selling stockholders has, within the past    
three years, had any position, office or other material relationship with us.   

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       The following table sets forth the names of the selling stockholders,
the number of shares of common stock owned beneficially by the selling          
stockholders as of March 23, 2000 and the number of shares that may be offered  
under this prospectus.                                                          

                                                        [Enlarge/Download Table]

                                                               SHARES OF                       
                                                             COMMON STOCK   SHARES BENEFICIALLY
                            SHARES BENEFICIALLY OWNED PRIOR     OFFERED       OWNED AFTER THE  
       NAME OF STOCKHOLDER           TO THE OFFERING                            OFFERING(1)    

                                NUMBER          PERCENT(2)                 NUMBER       PERCENT

                                                                                               
Malcolm Tallmon(3)               662,040          8.23         37,500      624,540       7.76  
Greg Fitzgerald(4)               429,279          5.34        131,501      297,778       3.70  
Valerie Fitzgerald(5)            429,279          5.34        131,501      297,778       3.70  
Rudy Petric(6)                   228,219          2.84        135,000       93,219       1.16  
James R. Gilchrist(7)            376,093          4.67        376,093            0       *     
Robert S. Diehl(8)               394,619          4.90        394,619            0       *     
Albion Alliance                  238,000          2.96        238,000            0       *     
  Mezzanine Fund LP(9)                                                                         
Inletside & Co.(9)               170,000          2.11        170,000            0       *     
The Equitable Life               170,000          2.11        170,000            0       *     
  Assurance Society of                                                                         
  the United States(9)                                                                         
IBJ Whitehall Bank &             102,000          1.27        102,000            0       *     
  Trust Co.(9)                                                                                 
Gerald Ablan                     291,530          3.62        129,978      161,552       2.01  
Charles Godzer                   291,530          3.62        129,978      161,552       2.01  
Robert Lehman                     11,264          *             5,022        6,242       *     
William Hackett                   11,264          *             5,022        6,242       *     
James Mraz                       198,219          2.46        135,000       63,219       *     
Janney Montgomery                 27,000          *            27,000            0       *     
  Scott LLC(10)                                                                                
William J. Barrett(11)             9,500          *             9,500            0       *     
Herbert M. Gardner(12)             9,500          *             9,500            0       *     
Andrew D. Shiftan(13)              4,000          *             4,000            0       *     

(1)  Assumes the sale of all shares offered by this prospectus and no other     
    purchases or sales of Questron's common stock. See "Plan of Distribution."
(2)  Based on 8,045,881 issued and outstanding shares of Questron's common stock
as of March 23, 2000.                                                 
(3)  Mr. Tallmon has been Vice President of Questron since September 1999. From 
June 1998 until September 1999, Mr. Tallmon was President and General 
Manager of Fortune Industries, Inc., our wholly owned subsidiary.     
(4)  Includes 20,000 shares of Questron's common stock issuable on exercise of  
     options. Mr. Fitzgerald has been President of Questron Aerospace Logistics,
a division of Questron Distribution Logistics, Inc., our wholly owned 
subsidiary, since September 1999. From                                

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  June 1998 until September 1999, Mr. Fitzgerald was President and General
Manager of Fas-Tronics, Inc., our wholly owned subsidiary.            

(5)  Includes 20,000 shares of Questron's common stock issuable on exercise of  
options. Ms. Fitzgerald has been an employee of Questron Aerospace    
    Logistics, a division of Questron Distribution Logistics, Inc., our wholly
owned subsidiary, since September 1999. From June 1998 until September
     1999, Ms. Fitzgerald was an employee of Fas-Tronics, Inc., our wholly owned
subsidiary.                                                           
(6)  Includes 30,000 shares of Questron's common stock issuable on exercise of  
options. Mr. Petric has been an employee of Questron Distribution     
Logistics, Inc., our wholly owned subsidiary, since June 1999.        
(7)  Includes 180,000 shares held by James R. Gilchrist, Trustee of James R.    
Gilchrist Revocable Trust under Agreement dated June 25, 1999. Mr.    
  Gilchrist has been Northeast and Mid-Atlantic Regional Vice President of
   Questron Distribution Logistics, Inc., our wholly owned subsidiary, since
June 1999.                                                            
(8)  Since March 31, 2000, Mr. Diehl has been President of RSD Sales Co., Inc., 
our indirect wholly owned subsidiary.                                 
(9)  The selling stockholder obtained its restricted stock in connection with   
 the issuance to Questron of $20 million of 14.5% of senior subordinated
notes due June 30, 2005 (the "Notes"). These shares are subject to a  
   lock-up agreement which restricts the ability of this selling stockholder
to sell its shares until January 1, 2001.                             
(10) Includes 27,000 shares of Questron's common stock issuable on exercise of  
the warrants. The warrants were issued pursuant to an agency agreement
   pursuant to which Janney Montgomery Scott Inc. ("JMS") acted as exclusive
agent for the purpose of finding qualified purchasers for the Notes.  
(11) Includes 9,500 shares of Questron's common stock issuable on exercise of   
the warrants. The warrants were issued pursuant to an agency agreement
   pursuant to which JMS acted as exclusive agent for the purpose of finding
qualified purchasers for the Notes.                                   
(12) Includes 9,500 shares of Questron's common stock issuable on exercise of   
the warrants. The warrants were issued pursuant to an agency agreement
   pursuant to which JMS acted as exclusive agent for the purpose of finding
qualified purchasers for the Notes.                                   
(13) Includes 4,000 shares of Questron's common stock issuable on exercise of   
the warrants. The warrants were issued pursuant to an agency agreement
   pursuant to which JMS acted as exclusive agent for the purpose of finding
qualified purchasers for the Notes.                                   

*    Less than 1%.                                                              

PLAN OF DISTRIBUTION

    The selling stockholders may sell the common stock offered by this
prospectus from time to time directly to purchasers. The selling stockholders   
may also sell the common stock from time to time to or through underwriters,    
dealers, brokers or other agents. The selling stockholders will act             
independently of us in making decisions with respect to the timing, manner and  
size of each sale. The selling stockholders and underwriters, dealers, brokers  
or other agents may engage in hedging transactions with respect to the common   
stock. In those transactions, common stock may be sold or delivered to cover    
short positions resulting from the transactions.                                

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      The common stock offered by this prospectus may be sold from time to
time in one or more transactions at a fixed offering price, which may be        
changed, or at varying prices determined at the time of sale or at negotiated   
prices. The prices will be determined by the selling stockholders or by         
agreement between the selling stockholders and their underwriters, dealers,     
brokers or other agents.                                                        

       Any underwriters, dealers, brokers or other agents to or through whom
common stock offered by this prospectus is sold may receive compensation in the 
form of underwriting discounts, concessions, commissions or fees from the       
selling stockholders or from purchasers of common stock for whom they act as    
agent or to whom they sell as principal, or both. The compensation to a         
particular underwriter, broker, dealer or other agent may be in excess of       
customary commissions. In addition, the selling stockholders and any            
underwriters, dealers, brokers or other agents may be considered underwriters   
under the Securities Act, and any profits on the sale of common stock by them   
and any discounts, commissions or concessions received by any of them may be    
considered underwriting discounts and commissions under the Securities Act. The 
selling stockholders will select any underwriter, broker, dealer or other agent 
in connection with the sale of the common stock. The underwriters, brokers,     
dealers or other agents may have other business relationships with us and our   
subsidiaries or affiliates in the ordinary course of business. We cannot        
currently estimate the amount of any discounts, commissions, concessions or     
fees. We do not know of any existing arrangements between the selling           
stockholders and any underwriter, dealer, broker or other agent.                

        To comply with some states' securities laws, if applicable, the common
stock offered by this prospectus may be sold in those states only through       
brokers or dealers. In addition, in some states the common stock may not be sold
unless it has been registered or qualified for sale in those states or an       
exemption from registration or qualification is available and complied with.    

       We have agreed to pay all of the expenses incurred in connection with
the preparation and filing of this prospectus and the related registration      
statement, including the fees and expenses in connection with the registration  
or qualification of the common stock offered for sale under state securities    
laws.                                                                           

         The selling stockholders may also resell all or a portion of the shares
in open market transactions in reliance upon Rule 144 of the Securities Act,    
provided these open market transactions meet the criteria and conform to the    
requirements of this Rule.                                                      

 We will make copies of this prospectus available to the selling
stockholders and we have informed them of the need for delivery of copies of    
this prospectus to purchasers at or prior to the time of any sale of common     
stock offered by this prospectus.                                               

 LEGAL MATTERS

        The validity of the common stock offered under this prospectus will be
passed upon for us by Arent Fox Kintner Plotkin & Kahn, PLLC, 1050 Connecticut  
Avenue, N.W., Washington, D.C. 20036-5339.                                      

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 EXPERTS

        The consolidated financial statements of Questron at December 31, 1999
and 1998 and for the years then ended included in Questron's Annual Report (Form
10-K) have been audited by Ernst & Young LLP, independent auditors, as set forth
in their report thereon included therein and incorporated herein by reference.  
Such consolidated financial statements are incorporated herein by reference in  
reliance upon such report given on the authority of such firm as experts in     
accounting and auditing.                                                        

The financial statements of Questron at December 31, 1997     
incorporated in this registration statement by reference to the Annual Report   
(Form 10-K) for the year ended December 31, 1999 have been incorporated in      
reliance on the report of Moore Stephens, P.C., independent accountants,        
given on the authority of said firm as experts in auditing and accounting.      

 WHERE YOU CAN FIND MORE INFORMATION

         We are subject to the information filing requirements of the Securities
Exchange Act of 1934 and we file reports, proxy statements and other information
with the Securities and Exchange Commission. You may read and copy these        
reports, proxy statements and other information at the SEC's public reference   
room located at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's
regional offices located at Seven World Trade Center, Suite 1300, New York, New 
York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You
may obtain information on the operation of the SEC's public reference rooms by  
calling the SEC at 1800-SEC-0330. The SEC maintains an Internet site that       
contains reports, proxy and other information regarding issuers, including      
Questron, who file electronically with the SEC. The address of that site is     
http://www.sec.gov.                                                             

      Our common stock is traded and listed on the Nasdaq National Market.
You may also read our reports, proxy statements and other information we file   
with the SEC at the offices of the Nasdaq National Market, 1735 K Street, N.W., 
Washington, DC 20006-1506.                                                      

       We have filed with the SEC a registration statement on Form S-3 under
the Securities Act of 1933, relating to the common stock to be sold under this  
prospectus. This prospectus does not contain all the information in the         
registration statement. We have omitted parts of it in accordance with the SEC's
rules and regulations. For further information, you should refer to the         
registration statement including its exhibits and amendments.                   

        The SEC permits us to incorporate by reference in this prospectus some
information that is contained in other documents we file with the SEC. This     
means that we may disclose important information by referring you to other      
documents that contain the information, including documents that we file after  
the date of this prospectus. The information that is incorporated by reference  
is considered to be part of this prospectus.                                    

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We incorporated by reference the following documents:         

     1.   Our Annual Report on Form 10-K for the year ended December 31,
1999;                                               

        2.   Our Proxy Statement dated October 1, 1999 and filed on October 1,
          1999 in connection with our October 28, 1999 Annual Meeting of
Stockholders;                                       

    3.   The description of our common stock set forth in our Form 8-A
filed on March 27, 1985; and                        

   4.   All documents that we file under Section 13(a), 13(c), 14 or
           15(d) of the Exchange Act after the date of this prospectus and
before termination of this offering.                

         Information in this prospectus may add to, update or change information
in a previously filed document incorporated by reference in this prospectus. In 
that case, you should rely on the information in this prospectus. Information in
a document filed after the date of this prospectus may add to, update or change 
information in this prospectus or in a previously filed document incorporated by
reference in this prospectus. In that case, you should rely on the information  
in the later filed document.                                                    

   At your request, we will provide you without charge a copy of the
documents incorporated by reference in this prospectus, including exhibits which
are specifically incorporated by reference in the documents. You may request a  
copy of the documents incorporated by reference by writing or telephoning us at 
Questron Technology, Inc., Attention: Secretary, at our principal executive     
offices located at 6400 Congress Avenue, Suite 2000, Boca Raton, FL 33487,      
telephone (561) 241-5251.                                                       

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 PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.                           

     The following table sets forth the fees and expenses payable by the
registrant. All amounts other than the SEC registration fee are estimated.      

                                                                [Download Table]


                                                               
Securities and Exchange Commission registration fee   $4,075.50
Accounting fees and expenses                           6,000.00
Legal fees and expenses                               20,000.00
Printing and engraving                                 1,000.00
Transfer agent and registrar fees                        100.00
Miscellaneous                                            500.00
                                                      ---------
         Total                                       $31,675.50
                                                     ==========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             

  Section 145 of the Delaware General Corporation Law, as amended,
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or 
proceeding, whether civil, criminal, administrative or investigative, by reason 
of the fact that he is or was a director, officer, employee or agent of the     
corporation or is or was serving at its request in that capacity in another     
corporation or business association, against expenses (including attorneys'     
fees), judgments, fines and amounts paid in settlement actually and reasonably  
incurred by him in connection with such action, suit or proceeding if he acted  
in good faith and in a manner he reasonably believed to be in or not opposed to 
the best interests of the corporation, and with respect to any criminal action  
or proceeding, had no reasonable cause to believe his conduct was unlawful.     
Section 102(b)(7) of the Delaware General Corporation Law, as amended, permits a
corporation to provide in its certificate of incorporation that a director of   
the corporation shall not be personally liable to the corporation or its        
stockholders for monetary damages for breach of fiduciary duty as a director,   
except for liability (a) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (b) for acts or omissions not in good faith or 
which involve intentional misconduct or a knowing violation of law, (c) under   
Section 174 of the Delaware General Corporation Law, or (d) for any transaction 
from which the director derived an improper personal benefit. Article VIII of   
our Certificate of Incorporation and Article VII of our Bylaws provide for the  
indemnification of directors, officers and other authorized representatives of  
Questron to the maximum extent permitted by the Delaware General Corporation    
Law.                                                                            

   The registrant has in effect a directors' and officers' liability
insurance policy under which the directors and officers of the registrant are   
insured against loss arising from claims made against them due to wrongful acts 
while acting in their individual and collective capacities as directors and     
officers, subject to specified exclusions.                                      

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ITEM 16. EXHIBITS.                                                              

EXHIBIT NO.   DESCRIPTION                                                       

5           Opinion of Arent Fox Kintner Plotkin & Kahn, PLLC concerning        
legality of securities being registered.                

23          Consents of experts and counsel: (a) Arent Fox Kintner Plotkin &    
            Kahn, PLLC (included in Exhibit 5). (b) Ernst & Young LLP. (c) Moore
Stephens, P.C.                                          

ITEM 17. UNDERTAKINGS.                                                          

(a)  The undersigned Registrant hereby undertakes:                              

    (1)  To file, during any period in which offers or sales are being made, 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 arising after
              the effective date of this Registration Statement (or the most
               recent post-effective amendment thereof) which, individually or
               together, represent a fundamental change in the information set
forth in this Registration Statement;           

                PROVIDED, HOWEVER, that the undertakings set forth in paragraphs
              (a)(1)(i) and (a)(1)(ii) above do not apply if the information
              required to be included in a post-effective amendment by those
        paragraphs is contained in periodic reports filed by the
            Registrant pursuant to Section 13 or 15(d) of the Securities
               Exchange Act of 1934 that are incorporated by reference in this
Registration Statement;                         

          (iii) To include any material with respect to the plan of distribution
              not previously disclosed in this Registration Statement or any
        material change to such information in this Registration
Statement;                                      

(2)  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; and

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the
termination of the offering.                                

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(b)  The undersigned hereby undertakes that, for purposes of determining any    
   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 the securities offered therein, and the offering of
  such securities at that time shall be deemed to be the initial bona fide
offering thereof.                                                     

(c)  Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, 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, as amended, and is,
 therefore, unenforceable. In the event that a claim for indemnification
   against such liabilities (other than the payment by 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, as  
amended, and will be governed by the final adjudication of such issue.

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SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this         
registration statement to be signed on its behalf by the undersigned, thereunto 
duly authorized in Boca Raton, Florida on April 21, 2000.                       

                         QUESTRON TECHNOLOGY, INC.
                          (Registrant)

                          By: /s/DOMINIC A. POLIMENI
                              ----------------------
                                 Name: Dominic A. Polimeni
                                           Title: Chairman and Chief Executive
                             Officer

         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.                                          

                                                        [Enlarge/Download Table]

       SIGNATURE                                 TITLE                                  DATE

                                                                                            
  /s/ DOMINIC A. POLIMENI                 Chairman, Chief Executive         April 21, 2000  
----------------------------------------                                                    
Dominic A. Polimeni                       Officer and Director (Principal                   
                                          Executive Officer)                                

  /s/ ROBERT V. GUBITOSI                  President, Chief Financial        April 21, 2000  
----------------------------------------                                                    
Robert V. Gubitosi                        Officer,Treasurer and Director                    
                                          (Principal Financial Officer and                  
                                          Principal Accounting Officer)                     

                                          Vice President and Director       April   , 2000  
----------------------------------------                                                    
Douglas D. Zadow                                                                            

  /s/ MILTON M. ADLER                     Director                          April 21, 2000  
----------------------------------------                                                    
Milton M. Adler                                                                             

  /s/ FREDERICK W. LONDON                 Director                          April 21, 2000  
----------------------------------------                                                    
Frederick W. London                                                                         

  /s/ WILLIAM J. MCSHERRY, JR.            Director                          April 21, 2000  
----------------------------------------                                                    
William J. McSherry, Jr.                                                                    

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 EXHIBIT INDEX

EXHIBIT NO.   DESCRIPTION                                                       

5           Opinion of Arent Fox Kintner Plotkin & Kahn, PLLC concerning        
legality of securities being registered.                

23          Consents of experts and counsel:                                    
            (a)  Arent Fox Kintner Plotkin & Kahn, PLLC (included in Exhibit 5).
(b)  Ernst & Young LLP.                                 
(c)  Moore Stephens, P.C.                               

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-3’ Filing	Date	First	Last	Other Filings

	6/30/05	12
	1/1/01	12
Filed on:	4/21/00	3	19
	4/18/00	2	3
	3/31/00	8	12	10-Q
	3/23/00	11
	12/31/99	7	15	10-K, 10-K/A
	10/28/99	15		DEF 14A
	10/1/99	15		DEF 14A
	6/25/99	12
	12/31/98	14		10KSB
	12/31/97	14		10KSB
	3/1/97	8
				List all Filings

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Questron Technology Inc – ‘S-3’ on 4/21/00

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