Registration Statement for Securities Offered Pursuant to a Transaction · Form S-3
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Pursuant to a Transaction
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S-3 · Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents
As Filed With the Securities and Exchange Commission on June 7, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AST RESEARCH, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-3525565
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
16215 Alton Parkway, Irvine, California 92718
(714) 727-4141
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Ian W. Diery, President and Chief Executive Officer
AST Research, Inc.
16215 Alton Parkway
Irvine, California 92718
(714) 727-4141
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Nick E. Yocca, Esq.
Stradling, Yocca, Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
Approximate date of commencement of proposed sale to public: From time to
time on or after the later of July 11, 1996 or 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. [X]
CALCULATION OF REGISTRATION FEE
· Enlarge/Download Table
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Proposed maximum offering Proposed maximum aggregate
Title of securities Amount to be price per share (1) offering price (1) Amount of registration
to be registered registered fee
==================================================================================================================================
Common Stock, 3,840,000
Par Value $.01 shares $7.8125 $30,000,000 $10,344.83
=================================================================================================================================
(1) The offering price is estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(c), using the average of the
high and low prices reported by the Nasdaq National Market for the Common
Stock on June 3, 1996, which was $7-13/16 per share.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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.
AST RESEARCH, INC.
3,840,000 SHARES OF COMMON STOCK
________________________________
This Prospectus relates to the offer and sale of up to 3,840,000 shares of
Common Stock, $.01 par value per share (the "Common Stock"), of AST Research,
Inc. (the "Company"), which may be offered hereby from time to time by Tandy
Corporation, a Delaware corporation ("Tandy" or "Selling Stockholder") for its
own benefit. See "Selling Stockholder." The Company will not receive any part
of the proceeds from the sale of Common Stock made hereunder. See "Use of
Proceeds." None of the shares offered pursuant to this Prospectus have been
registered prior to filing the Registration Statement of which this Prospectus
is a part.
The Company's Common Stock is traded on the Nasdaq National Market under
the symbol "ASTA." The average of the high and low prices of the Common Stock
on June 3, 1996, as reported by Nasdaq, was $7-13/16.
All or a portion of the Common Stock offered by this Prospectus may be
offered for sale by the Selling Stockholder, from time to time, on the Nasdaq
National Market or on one or more exchanges, or otherwise, at prices and terms
then obtainable, or in negotiated transactions at negotiated prices. The
distribution of these securities may be effected in one or more transactions
that may take place individually or in combination, including, among others,
ordinary brokerage transactions (which may involve crosses or block
transactions), or privately negotiated transactions, directly to purchasers or
through underwriters, brokers or dealers, or through sales to one or more
underwriters or dealers for resale of such securities as principals, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. The Selling Stockholder also may
concurrently sell shares pursuant to Rule 144. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the Selling
Stockholder. See "Plan of Distribution."
The Selling Stockholder and intermediaries through whom such securities
are sold may be deemed "underwriters" within the meaning of the Securities Act
of 1933, as amended (the "Securities Act"), in which event profits, discounts or
commissions received by such persons may be deemed to be underwriting
commissions under the Securities Act.
All expenses of the registration of securities covered by this Prospectus
are to be borne by the Company, except that the Selling Stockholder will pay any
applicable underwriters' commissions, fees, discounts or concessions or any
other compensation due any underwriter, broker or dealer and expenses or
transfer taxes. The total of the expenses of issuance and distribution to be
borne by the Company is estimated to be approximately $54,000.
SEE "RISK FACTORS" COMMENCING ON PAGE 3 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY THE PROSPECTIVE INVESTORS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE 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 June 7, 1996.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AND HAVE NOT
BEEN AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDER OR ANY UNDERWRITERS,
BROKERS OR AGENTS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES, BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH
PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices at 500 West
Madison Street, Chicago, Illinois 60606 and 7 World Trade Center, New York, New
York 10048. Copies of such material can also be obtained at prescribed rates
from the Public Reference Section of the Commission at its principal office at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The Common
Stock of the Company is traded on the Nasdaq National Market. Reports, proxy
statements and other information concerning the Company may be inspected at the
offices of the National Association of Securities Dealers, Inc. at 1735 K
Street, N.W., Washington, D.C. 20006.
This Prospectus constitutes part of a Registration Statement on Form S-3
(the "Registration Statement") filed by the Company with the Commission under
the Securities Act with respect to the Common Stock being offered by this
Prospectus. This Prospectus does not contain all of the information set forth
in the Registration Statement, certain portions of which have not been set forth
herein as permitted by the rules and regulations of the Commission. For further
information with respect to the Company and the securities offered hereby,
reference is made to the Registration Statement, including the documents
incorporated by reference therein or the exhibits filed as a part thereof,
copies of which can be inspected at, or obtained at prescribed rates from, the
Public Reference Section of the Commission at the address set forth above.
Updating information with respect to the Company will be incorporated into the
Prospectus or the Registration Statement by reference to filings by the Company
with the Commission pursuant to the Exchange Act. The Company may also in some
cases file with the Commission amendments of, or supplements to, this Prospectus
or the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company with the
Commission under the Exchange Act and are incorporated by reference herein:
a. The Company's Annual Report on Form 10-K for the fiscal year
ended July 1, 1995, filed with the Commission on September 29, 1995.
b. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995, filed with the Commission on November 14, 1995.
c. The Company's Proxy Statement mailed to the Stockholders on or
about December 11, 1995, filed with the Commission on December 11,
1995.
d. The Company's Transition Report on Form 10-K for the transition
period from July 2, 1995 to December 30, 1995, filed with the
Commission on March 28, 1996.
e. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 30, 1996, filed with the Commission on May 14, 1996.
f. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the
Commissioner under the Exchange Act on August 14, 1989 (Commission
File No. 0-13941), including the Certificate of Designation of
Preferred Stock and Rights Certificate and Summary of Terms filed as
Exhibit 1 to such Form 8-A; as modified by the Amended and Restated
Rights Agreement dated January 28, 1994 (the "Rights Agreement"),
filed as Exhibit 4.1 to the Quarterly Report on Form 10-Q for the
quarter ended January 1, 1994, filed with the Commission on
February 15, 1994; and as further modified by the Amendment of the
Rights Agreement dated March 1, 1995, filed with the Commission on
March 3, 1995 as Exhibit 4.1.1 of the Company's Current Report on Form
8-K.
g. The Company's Current Reports on Form 8-K filed with the
Commission on (i) August 7, 1995; (ii) September 6, 1995;
(iii) September 18, 1995; (iv) September 21, 1995; (v) September 25,
1995; (vi) November 6, 1995; (vii) November 8, 1995;
(viii) November 22, 1995; (ix) December 22, 1995; (x) February 1,
1996; and (xi) May 24, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus, and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Prospectus and to be part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 that also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide, without charge, to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon written
or oral request of such person, a copy of any and all of the information that
has been or may be incorporated by reference herein (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference into
the information in such documents that this Prospectus incorporates). Such
requests should be directed to Investor Relations, AST Research, Inc., 16215
Alton Parkway, Irvine, California 92718, telephone number (714) 727-7781.
RISK FACTORS
The following factors, including, but not limited to, all information,
cautions and risk factors in the Registration Statement of which this Prospectus
is a part, in the information incorporated therein by reference, or in the
Company's future filings with the Commission pursuant to the Exchange Act,
should be considered carefully in evaluating the Company and its business before
making an investment in the Common Stock offered hereby, together with all of
the other information set forth in or incorporated by reference into this
Prospectus.
IMPORTANT FACTORS RELATED TO FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
This Prospectus contains or incorporates certain forward-looking statements
that are based on current expectations. In light of the important factors that
can materially affect results, including those set forth under the heading "Risk
Factors" and elsewhere in this Prospectus or incorporated herein, the inclusion
of forward-looking information herein should not be regarded as a representation
by the Company or any other person that the objectives or plans of the Company
will be achieved. The Company may encounter competitive, technological,
financial and business challenges making it more difficult than expected to
develop, market, manufacture and ship new products on a timely basis;
competitive conditions within the personal computer industry may change
adversely; demand for the Company's products may weaken; the market may not
accept the Company's new products; the Company may be unable to retain existing
key management personnel; inventory risks may rise due to shifts in market
demand; the Company's forecasts may not accurately anticipate market demand; and
there may be other material adverse changes in the Company's operations or
business. Certain important factors affecting the forward-looking statements
made herein include, but are not limited to, uncertainty associated with the
Company's (i) timely identifying, designing, and delivering new products as well
as enhancing existing products, (ii) implementing current restructuring plans,
(iii) defending positions with the IRS and in legal proceedings, (iv) accurately
forecasting capital expenditures, and (v) obtaining sources of external
financing prior to the expiration of existing support arrangements entered into
with Samsung Electronics Co. Ltd. ("Samsung"). Assumptions relating to
budgeting, marketing, advertising, product development and other management
decisions are subjective in many respects and thus susceptible to
interpretations and periodic revisions based on actual experience and business
developments, the impact of which may cause the Company to alter its marketing,
capital expenditure or other forecasts, which may in turn materially affect the
Company's financial position and results of operations.
Future operating results also may be materially impacted by a number of
factors that could cause actual results to differ materially from those stated
herein, which reflect management's current expectations. These factors include
worldwide economic and political conditions, industry specific factors, the
Company's ability to maintain access to external financing sources and its
financial liquidity, the Company's ability to timely develop and produce
commercially viable products at competitive prices, the availability and cost of
components, the Company's ability to manage expense levels, the continued
financial strength of the Company's dealers and distributors, and the Company's
ability to accurately anticipate customer demand.
COMPETITION
The personal computer industry is highly competitive and characterized by
dynamic customer demand patterns, the rapid introduction of new products,
technological advances, product obsolescence and a large number of competitors
in both the manufacturing and retail levels, resulting in an extremely
competitive pricing environment with downward pressure on gross margins. The
Company has recently encountered excess inventory in the Company's distribution
channels, overall lower demand for personal computers and greater pricing
pressures than originally anticipated. There can be no assurance that these
trends will not continue and will not materially adversely impact the Company's
net sales and profitability.
The Company's ability to compete is largely dependent upon its financial
strength and its ability to adequately fund its operations. Many of the
Company's competitors are significantly larger and have significantly greater
financial resources than the Company. The Company's sources of financing
include cash on hand, cash provided by operations, available borrowings under
its revolving credit facilities and possible future public or private debt
and/or equity offerings. The Company's future success is highly dependent upon
its continued access to sources of financing which it believes are necessary for
the continued growth of the Company. The Company currently has a $200 million
revolving credit facility guaranteed by Samsung. However, in the event the
Company is unable to maintain access to its existing financing sources, there
would be a material adverse effect on the Company's business operations.
The ongoing introduction of new technologies across all of the Company's
product lines is intended to enable the Company to keep pace with rapid market
changes and to minimize the effect of continued competitive pricing. However,
there can be no assurance that the Company will have the financial resources,
marketing and distribution capability, or the technological knowledge to compete
successfully. In addition, the Company's results of operations could be
materially adversely impacted if it is unable to implement effectively its
technological and marketing alliances with other companies, such as Microsoft
and Intel, and to manage the competitive risks associated with these
relationships.
COMPONENT AVAILABILITY
Increases in demand for personal computers have created industry wide
shortages, which at times have resulted in premium prices being paid for key
components, such as flat panel display screens, Dynamic Random Access Memory
chips, Static Random Access Memory chips, CD-ROM drives and monitors. These
shortages have occasionally resulted in the Company's inability to procure these
components in sufficient quantities to meet demand for its products. In
addition, a number of the Company's products include certain components, such as
microprocessors, video chips, core logic, modems, lithium ion batteries, Static
Random Access Memory chips and Application Specific Integrated Circuits, that
are currently purchased from single sources due to availability, price, quality
or other considerations. The Company purchases components pursuant to purchase
orders placed in the ordinary course of business and has no guaranteed supply
arrangements with single source suppliers. Reliance on suppliers generally
involves risks, including the possibility of defective parts, a shortage of
components, an increase in component costs and disruptions in delivery of
components. Should delays, defects or shortages occur or component costs
significantly increase, the Company's net sales and profitability could be
materially adversely affected.
SAMSUNG'S COMMERCIAL RELATIONSHIP WITH THE COMPANY
Effective July 31, 1995, the Company and Samsung entered into strategic
agreements covering a broad range of commercial relationships including, among
others, component supply agreements for certain critical components manufactured
by Samsung and used by the Company in the manufacture of personal computers and
a joint procurement agreement providing a mechanism for Samsung and the Company
to coordinate their purchases from third parties in order to obtain more
favorable pricing. However, as Samsung is a supplier of critical components in
a highly competitive marketplace, other suppliers may be less likely to extend
attractive terms to or do business with the Company. In addition, because
Samsung has other business involvements typical of large, multi-national
companies and is not based in the United States, it is possible that some
additional suppliers, customers, employees and others will not react favorably
to Samsung's investment in the Company. Samsung is a critical supplier of
components to the Company and is based in South Korea. Political turmoil
between North and South Korea could materially adversely affect the Company's
operations.
RESTRUCTURING OF MANUFACTURING OPERATIONS
The Company has recently implemented a restructuring plan designed to
increase its utilization of third-party board manufacturing and design and to
realign its Asia Pacific manufacturing operations. The Company's increased
reliance on third-party board manufacturers involves risks, including the
possibility of defective boards, a shortage of boards, an increase in board
cost, and disruptions in delivery of boards. Should delays, defects or
shortages occur or board costs significantly increase, the Company's net sales
and profitability could be materially adversely affected. Although the Company
believes that the restructuring activities were necessary, no assurance can be
given that restructuring actions will be successful or that similar actions will
not be required in the future.
TECHNOLOGICAL CHANGE AND NEW PRODUCT DEVELOPMENT
The Company's future success will be highly dependent upon its ability to
develop, produce and market products that incorporate new technology, are priced
competitively and achieve significant market acceptance. There can be no
assurance that the Company's products will be technically advanced or
commercially successful due to the rapid improvements in computer technology and
resulting product obsolescence. There is also no assurance that the Company
will be able to deliver commercial quantities of new products in a timely
manner. The success of new product introductions is dependent on a number of
factors, including market acceptance, the Company's ability to manage risks
associated with product transitions, the effective management of inventory
levels in line with anticipated product demand and the timely manufacturing of
products in appropriate quantities to meet anticipated demand. The Company
regularly introduces new products designed to replace existing products. While
the Company attempts to closely monitor new product introductions and product
obsolescence, there can be no assurance that such transitions will occur without
materially adversely affecting the Company's net sales, cash flow and
profitability. In addition, if the Company is unable to successfully anticipate
and manage shifts in personal computer technology, the Company's product life
cycles could be negatively impacted and may have a material adverse effect on
the Company's net sales, cash flow and profitability.
FOREIGN CURRENCY FLUCTUATIONS
The Company's international operations are affected by foreign currency
fluctuations. The financial statements of the Company's foreign subsidiaries
are remeasured into the United States dollar functional currency for
consolidated reporting purposes. Gains and losses resulting from this
remeasurement process are recognized currently in the consolidated results of
operations. The Company attempts to minimize the impact of these remeasurement
gains and losses by utilizing a limited hedging strategy which includes the use
of foreign currency borrowings, the netting of foreign currency assets and
liabilities, and forward exchange contracts. The Company's exposure to currency
fluctuations will continue to increase as a result of the expansion of its
international operations. Significant fluctuations in currency values could
have material adverse effects on the Company's net sales, gross margins and
profitability.
INTERNATIONAL OPERATIONS
The Company's international operations may be affected by changes in United
States trade relationships, increased competition and the economic stability of
the locations in which sales occur. The Company operates in foreign locations,
such as the People's Republic of China, where future sales may be dependent upon
continuing favorable trade relations. Additionally, foreign locations such as
the People's Republic of China and Taiwan may experience changes in their
general economic stability due to such factors as increased inflation and
political turmoil. Also, political tensions between the People's Republic of
China and Taiwan could adversely affect the Company's operations, particularly
its notebook production. Any significant change in United States trade
relations or the economic or political stability of foreign locations in which
the Company operates could have a material adverse effect on the Company's net
sales and profitability.
INTELLECTUAL PROPERTY RIGHTS
The personal computer industry presents risks for claims of infringement of
patents, trademarks and copyrights. From time to time, the Company is notified
that certain of its products may infringe upon the intellectual property rights
of others. The Company generally evaluates all such notices on a case-by-case
basis to determine whether licenses are necessary or desirable. If such claims
are made, there can be no assurance that licenses will be available on
commercially reasonable terms or that retroactive royalty payments on sales of
the Company's computer products will not be required. In addition, substantial
costs may be incurred in disputing such claims. The Company believes that the
actions it takes to avoid or minimize the impact to the Company of such claims
are prudent; however, there can be no assurance that such claims will not occur
or, if successful, would not have a material adverse effect on the Company's
business operations and profitability.
CREDIT RISKS
The Company's primary means of distribution continues to be third-party
computer resellers and consumer retailers. While the Company continuously
monitors and manages the credit it extends to its customers to limit its credit
risk, the Company's business could be materially adversely affected in the event
that the financial condition of its customers weakens. In the event of the
financial failure of a major customer, the Company would experience disruptions
in its distribution as well as the loss of the unsecured portion of any
outstanding accounts receivable.
CONTROL BY PRINCIPAL STOCKHOLDER
Samsung beneficially owns, as defined in Rule 13d-3 under the Exchange Act,
approximately 45% of the Company's outstanding Common Stock before the issuance
of the Common Stock to Tandy to be offered by this Prospectus. Further,
pursuant to the Stockholder Agreement between the Company and Samsung, the
Company may not, without the prior written consent of Samsung or, in case of
Board action, the affirmative vote or written consent of not less than a
majority of the Directors designated by Samsung, enter into certain transactions
including certain acquisitions, divestitures, Common Stock issuances, capital
expenditures or strategic relationships. As a result, Samsung effectively
controls most matters requiring approval by the stockholders or board of
directors of the Company, including the election of a majority of the directors,
and may effectively direct the Company's business and affairs.
IMPEDIMENTS TO CHANGES IN CONTROL
The voting power of Samsung under certain circumstances could have the
effect of delaying or preventing a change in control of the Company. In
addition, the Company is incorporated under Delaware law and certain provisions
of Delaware law and the Company's Certificate of Incorporation and Bylaws may
make more difficult or discourage attempts to change the composition of the
Board of Directors, may make more difficult or discourage takeovers in which
holders of the Company's Common Stock might receive a substantial premium for
some or all of their shares, and could potentially depress the market price of
shares of Common Stock. The Company has an existing Stockholder Rights Plan
(the "Rights Plan") that is intended to protect stockholders from unfair
takeover practices. Under the Rights Plan, if a party acquires or commences a
tender offer for 15% of the Company's then outstanding Common Stock, each
existing stockholder would have the right to obtain additional stock or property
according to the terms of the Rights Plan. Such Rights Plan may make more
difficult or discourage takeover attempts and could potentially depress the
market price of the Common Stock.
INDUSTRY CONDITIONS
General economic conditions have an impact on the Company's business and
financial results. From time to time, the markets in which the Company sells
its products experience weak economic conditions that may negatively affect
sales of the Company's products. Although the Company does not consider its
business to be highly seasonal, it has historically experienced seasonally
higher sales in the consumer retail channel in the quarter ended in December due
to strong holiday demand for some of its products in certain regions.
PRICE PROTECTION ADJUSTMENTS
Consistent with industry practice, the Company provides certain of its
larger distributors, consumer retailers and dealers with stock re-balancing and
price protection rights that permit these distributors, retailers and dealers to
return slow-moving products to the Company for credit or to receive price
adjustments if the Company lowers the price of selected products within certain
time periods. Stock re-balancing and price protection credits represented 5.9%
of net sales during the first fiscal quarter of 1996, 4.2% during transition
period 1995, 4.0% for fiscal year 1995, 2.1% in fiscal year 1994, and 2.8% in
fiscal year 1993. If sales and pricing trends continue or accelerate, there can
be no assurance that the Company will not experience rates of return or price
protection adjustments that could materially adversely impact the Company's net
sales and profitability in the future.
PRODUCTION CAPACITY
The Company believes that its production capacity should be sufficient to
support anticipated unit volumes for the foreseeable future. However, if the
Company is unable to obtain certain key components, or to effectively forecast
customer demand or manage its inventory, increased inventory obsolescence or
reduced utilization of production capacity could materially adversely impact the
Company's gross margins and results of operations.
POSSIBLE VOLATILITY OF STOCK PRICE
The Company believes factors such as new product introductions, price
changes, or other announcements by the Company or its competitors, as well as
quarterly variations in the financial results of the Company, have caused
substantial fluctuations in the market price of the Company's Common Stock. In
addition, the stock market has experienced and continues to experience price and
volume fluctuations that have particularly affected the market price for
securities of many companies in the technology sector. These broad market
fluctuations, as well as general economic and political conditions, may
materially adversely affect the market price of the Company's Common Stock.
REALIZATION OF DEFERRED TAX ASSETS
In determining the amount of the valuation allowance required to be
established against deferred tax assets in accordance with the provisions of
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes," the Company has primarily relied upon its ability to generate future
taxable income using certain available tax planning strategies. The amount of
taxable income that could actually be generated from such tax planning
strategies is dependent upon the Company being able to sell certain appreciated
assets at the current estimated fair market value. Although the Company has
utilized an outside valuation firm to determine the current estimated fair
market value of such assets, changes in market conditions could result in a
reduction of the estimated fair market value of these assets that would
materially adversely affect the amount of the valuation allowance and reduce the
amount of net deferred tax assets considered realizable.
UTILIZATION OF NET OPERATING LOSS ("NOL") CARRYFORWARDS
As of December 30, 1995, the Company has $389 million of remaining NOL
carryforwards available to offset future taxable income. Approximately $158
million of such carryforwards relate to foreign operations in various taxing
jurisdictions of which $76 million expire in years 1996 through 2005 and $82
million have no expiration date. The remaining $231 million of such
carryforwards relate to U.S. operations and expire in the years 2010 and 2011.
Utilization of these U.S. NOL carryforwards to offset future taxable income in
any particular year could be severely limited should the Company undergo a 50%
"ownership change," as defined under Section 382 of the Internal Revenue Code of
1986, within a three year measurement period. Any limitation pursuant to these
provisions would be effective for all tax years starting at the time of the
ownership change. As of December 30, 1995, the Company has experienced an
ownership change for purposes of this limitation of approximately 40% as a
direct result of the investment by Samsung pursuant to the Stock Purchase
Agreement. In addition, inclusion of Samsung's option to purchase 4.4 million
shares would increase the ownership change to approximately 45% for purposes of
this limitation. A 5% or more ownership change by a third party could bring the
change close to or over 50%. Issuance of the shares contemplated in this
prospectus could then lead to an ownership change of over 50% for purposes of
this limitation.
EARTHQUAKE RISKS
The Company's corporate headquarters facility, at which the majority of its
research and development activities are conducted, is located near major
earthquake faults which have experienced earthquakes in the past. While the
Company does carry insurance at levels management believes to be prudent, in the
event of a major earthquake or other disaster affecting one or more of the
Company's facilities, it is likely that insurance proceeds would not cover all
of the costs incurred and, therefore, the operations and operating results of
the Company could be materially adversely affected.
WORKFORCE RESTRUCTURING
On May 1, 1996, the Company announced plans to restructure its worldwide
operations into three regional operating groups, each with distinct goals and
objectives. In addition, the Company plans to consolidate some operations,
including the closing of certain regional offices and reconfiguration centers.
The Company is currently completing its restructuring plan and anticipates a
restructuring charge of approximately $10 to $15 million, which will consist of
severance, asset write-downs and lease write-offs for closed facilities. The
employee severance will include approximately 300 employees in various
functions. Approximately $10 million of the charge is expected to involve cash
disbursements, with the remaining costs primarily related to reductions in net
asset values. The Company expects to finalize its plans and record the
restructuring charge in the consolidated results of operations by the end of the
second quarter of fiscal year 1996. However, no assurance can be given that
these anticipated restructuring actions will be successful or that similar
actions will not be required in the future.
PAST FINANCIAL PERFORMANCE
Because of the factors discussed herein and other factors affecting the
Company's operating results, past financial performance should not be considered
a reliable indicator of future performance, and investors should not rely upon
positive historical trends to anticipate positive results or trends in future
periods.
SHARES AVAILABLE FOR FUTURE SALE
The future sale of shares of the Company's Common Stock could have an
adverse effect on the market price of the Common Stock. Such sales could be
made by existing stockholders and by holders of outstanding options and warrants
to purchase shares of Common Stock pursuant to Rule 144 under the Securities
Act, by stockholders purchasing shares of Common Stock in the offering
contemplated by this Prospectus or in the public market after completion of the
offering, by stockholders, optionholders or warrantholders exercising
outstanding registration rights (including Samsung) or pursuant to one or more
registration statements covering the issuance of stock options and Common Stock
to employees, directors or advisors of the Company. Including the shares
covered by the Registration Statement of which this Prospectus is a part, the
Company estimates that approximately 32 million shares of Common Stock
(including shares of Common Stock issued or issuable at May 31, 1996) are
eligible for sale pursuant to Rule 144 or an effective registration statement
under the Securities Act or a registration statement that may be filed pursuant
to outstanding registration rights.
THE COMPANY
GENERAL
The Company was incorporated in California on July 25, 1980 and
reincorporated as a Delaware corporation effective July 1, 1987. The principal
executive offices of the Company are located at 16215 Alton Parkway, Irvine,
California 92718, and its telephone number is (714) 727-4141. Unless the
context otherwise requires, references to the "Company" herein include AST
Research, Inc. and each of its operating subsidiaries.
The Company designs, manufactures, markets, services and supports a broad
line of personal computers including desktop, notebook and server computer
systems marketed under the Advantage!(R), Bravo, Premmia, Ascentia, and
Manhattan brand names. The Company's products feature advanced design
characteristics while remaining compatible with established industry standards.
The Company currently markets its products through an extensive worldwide
distribution network of retail computer dealers, consumer retailers,
international and regional distributors, value added dealers and value added
resellers.
SIGNIFICANT DEVELOPMENTS
Pursuant to the terms of the Stock Purchase Agreement, Samsung and the
Company entered into a Letter of Credit Agreement dated July 31, 1995 (the
"Credit Agreement"), pursuant to which, among other things, Samsung agreed to
advance funds to satisfy up to $75 million of the Company's obligation under a
Promissory Note due July 11, 1996 executed by the Company on July 12, 1993 in
favor of Tandy (the "Tandy Note"), and the Company agreed to repay Samsung, at
Samsung's election in the event that all or a portion of the letter of credit
amount is called upon for payment of the Tandy Note, by either (i) providing a
promissory note in favor of Samsung with a principal amount equal to the amount
advanced, or (ii) issuing to Samsung that number of shares of Common Stock
having a current market price, as defined in the Credit Agreement, equal to the
amount advanced (subject to the 49.9% ownership limitation contained in Section
2.1.7 of the Stockholder Agreement dated July 31, 1995 between the Company and
Samsung (the "Stockholder Agreement"), or (iii) any combination of the
foregoing, at Samsung's election.
On August 23, 1995, the Company and Tandy Corporation amended the terms of
the Tandy Note. Pursuant to such amendment, the Company paid $6.7 million of
principal on August 25, 1995, thereby reducing the note balance to $90.0 of
principal plus interest. The principal amount due under the Tandy Note will be
$60 million after payment of the $30 million thereof that may be effected by the
issuance to Tandy of the Common Stock to be offered by this Prospectus. Samsung
has committed, pursuant to the Credit Agreement, to advance the principal amount
remaining due under the Tandy Note, up to $75 million. In such event, Samsung
will have the right to elect to receive repayment from the Company in the form
of a promissory note or shares of authorized and unissued Common Stock valued
solely for that purpose at a current market price as defined in the Credit
Agreement, up to a maximum, as provided in Section 2.1.7 of the Stockholder
Agreement, as amended, so that its share ownership thereafter could represent in
the aggregate up to 49.9% beneficial ownership, according to the definition of
beneficial ownership provided in Rule 13d-3 under the Exchange Act, during the
prescribed standstill period ending December 15, 1998, or earlier in certain
events.
The descriptions herein are qualified in their entirety by reference to the
exhibits to the Registration Statement as follows: 2.2 - Agreement of Stock
Purchase; 2.2.1 - Amendment No. 1 to Stock Purchase Agreement; 2.2.2 - Amendment
No. 2 to Stock Purchase Agreement; 4.1.1 - Amendment to Rights Plan; 10.17 -
Letter of Credit Agreement; 10.18 - Registration Rights Agreement; 10.19 -
Stockholder Agreement; 10.20 - Amendment No. 1 to Stockholder Agreement; 10.29 -
General Terms Agreement; 10.30 - Letter Agreement; 10.32 - Additional Support
Agreement; 10.33 - Loan Agreement and Promissory Note; 10.34 - Credit Agreement;
10.35 - First Amendment to Credit Agreement; and each thereof is incorporated by
reference herein.
USE OF PROCEEDS
The proceeds of any sales of the Common Stock offered hereby will belong to
the Selling Stockholder. The Company will not receive any proceeds from such
sales of the Common Stock.
Upon the issuance of the Selling Stockholder's Common Stock, the Company
will have received the surrender of $30 million in principal amount due and
payable to the Selling Stockholder under the Tandy Note. See "Selling
Stockholder."
SELLING STOCKHOLDER
On July 11, 1996, the Tandy Note is due and payable. On July 11, 1996, the
Company has a right, on the terms of the Tandy Note, as amended, to issue Tandy
an unspecified number of shares of the Company's Common Stock in satisfaction of
an amount of the principal then due under the Tandy Note, up to $30,000,000,
equal to the product of the average closing price of Common Stock on the prior
ten trading days, as quoted on the Nasdaq National Market, multiplied by the
number of shares that the Company elects to deliver to Tandy. Such shares would
be issued to Tandy in a transaction exempt from registration under the
Securities Act. Although the Company has made no decision as to the source of
funds to be used to repay the $90 million of principal plus $4.5 million of
interest, to be paid in cash under the Tandy Note, or whether the Company will
exercise its option to repay a portion of the Tandy Note through the issuance of
the Common Stock to be reoffered by this Prospectus, the Company currently
expects to fund the repayment through cash from operations and/or through
Samsung advancing up to $75 million that is available to the Company upon
maturity of the Tandy Note pursuant to the Credit Agreement, as amended, with
Samsung. The Company may elect to exercise its option as to less than the entire
$30 million of the principal amount of the Tandy Note, and may provide for an
issuance of more or fewer than the 3,840,000 shares of Common Stock to be
reoffered by this Prospectus.
Pursuant to the Agreement for Purchase and Sale of Assets dated as of June
30, 1993, as amended (the "Tandy Acquisition Agreement"), among the Company,
Tandy, TE Electronics Inc. and GRiD Systems Corporation ("GRiD"), effective June
30, 1993, the Company acquired certain assets and assumed certain liabilities
relating to Tandy's personal computer manufacturing operations and GRiD's North
American and European sales divisions, excluding Tandy/GRiD France. The
purchase price of $105 million consisted of $15 million in cash and the issuance
of a three-year promissory note in the original principal amount of $90 million
(the "Tandy Note"). Pursuant to the Tandy Acquisition Agreement, effective
September 1, 1993, the Company purchased certain assets and assumed certain
liabilities of Tandy/GRiD France. The purchase price of $6.7 million was
recognized through an increase in the principal amount of the Tandy Note so
that, after completion of the Tandy/GRiD France acquisition, the total principal
amount of the Tandy Note was $96.7 million. Interest was payable once per year
on July 11th and there were no sinking fund requirements. Interest due related
to fiscal year 1995 was paid on July 11, 1995 at a rate of 4.94% per annum. The
interest rate was adjusted to 5.00%, effective July 11, 1995, based on the lower
of either 5% or the "lowest three month rate" within the meaning of Section
1274(d)(2) of the Internal Revenue Code of 1986 as of July 11, 1995. The Tandy
Note also then required the Company to maintain a standby letter of credit
payable to Tandy in the amount of 70% of the principal amount of the Tandy Note
or $67.7 million. Upon maturity, up to 50% of the principal amount of the Tandy
Note was convertible, at the option of the Company, into Common Stock of the
Company based upon its then fair market value, as defined in the Tandy Note.
On August 23, 1995, the Company and Tandy amended the terms of the Tandy
Note. Pursuant to such amendments, the Company paid $6.7 million on August 25,
1995, thereby reducing the principal balance of the Tandy Note from $96.7
million to $90 million. Tandy allowed the substitution of a letter of guarantee
from both Samsung and Samsung Electronics America, Inc. for the letter of credit
that previously had been required. Additionally, the maximum principal amount
of the Tandy Note that could be converted, at the option of the Company, into
Common Stock of the Company upon maturity of the Tandy Note, based upon its then
fair market value as defined in the Tandy Note, was reduced to $30.0 million;
and the Company agreed to file a registration statement with the Commission to
register such shares of Common Stock for resale by Tandy, and keep the
registration statement effective for a period ending when all shares offered
thereby shall have been sold, or ninety (90) days from the effective date of
such registration statement, whichever occurs first. All other terms of the
Tandy Note remained unchanged. The Registration Statement of which this
Prospectus is a part was filed with the Commission pursuant to the provisions of
the Tandy Note requiring the Company to use its best efforts to effect
registration under the Securities Act as of the date of issuance of the Common
Stock.
The following table sets forth the maximum number and percentage, on a
diluted basis, of shares of Common Stock which would be owned by Tandy
immediately after such issuance and immediately prior to the offering made by
this Prospectus, assuming no shares that are held by Tandy were to have been
sold otherwise than in this offering. Upon completion or termination of the
offering, assuming all of the shares held by Tandy were to be sold and that
Tandy were to acquire no additional shares of Common Stock prior to the
completion of this offering, Tandy would beneficially own no shares of Common
Stock of the Company.
===================================================================
Shares Shares
Beneficially Shares Beneficially
Owned Being Owned
Name After Offering Offered Prior to Offering
---- -------------- ------- -----------------
Number Percent Number Percent
------ ------- ------ -------
Tandy Corporation 3,840,000 7.9% 3,840,000 0 0%
===================================================================
In connection with the Tandy Acquisition, Tandy and the Company entered
into a Sales Agreement dated July 13, 1993 whereby AST supplied personal
computers to Tandy's Radio Shack, Computer City and Incredible Universe retail
operations and a Circuit Board Purchase Agreement.
The descriptions herein are qualified in their entirety by reference to the
exhibits to the Registration Statement as follows: 2.1 - Agreement for Purchase
of Sale of Assets; 2.1.1 - Sales Agreement; 2.1.2 - Circuit Board Purchase
Agreement; 2.1.3 - Agreement of Sale of Going Business; 10.7 - Promissory Note;
10.8 - First Amendment to Promissory Note; 10.9 - Second Amendment to Promissory
Note; and 10.10 - Third Amendment to Promissory Note; and each thereof is
incorporated by reference herein.
PLAN OF DISTRIBUTION
The purpose of this Prospectus is to permit the Selling Stockholder, if it
desires, to dispose of some or all of the shares of Common Stock issued by the
Company pursuant to the Tandy Note, as amended, at such times, on a delayed or
continuous basis, and at such prices as the Selling Stockholder chooses.
Whether offers and sales will be made, and the timing and amount of any offers
or sales that are made, is and will be within the sole discretion of the Selling
Stockholder. The distribution of the shares of Common Stock offered hereby may
be effected from time to time in one or more transactions. Any of the shares of
Common Stock offered hereby maybe offered for sale, from time to time, by the
Selling Stockholder, or by permitted transferees or successors of the Selling
Stockholder, on the National Association of Securities Dealers Automated
Quotation System's National Market System (the "Nasdaq National Market"), or
otherwise, at prices and on terms then obtainable, at fixed prices, at prices
then prevailing at the time of sale, at prices related to such prevailing
prices, or in negotiated transactions at negotiated prices, or otherwise. The
shares of Common Stock offered hereby may be sold by one or more of the
following: (i) through underwriters, or through underwriting syndicates;
(ii) through one or more dealers or agents (which may include one or more
underwriters) including, but not limited to: (a) block trades in which the
broker or dealer so engaged will attempt to sell the shares of Common Stock as
agent, but may position and resell a portion of the block as principal to
facilitate the transactions; (b) purchases by a broker or dealer as principal
and resale by such broker or dealer for its account pursuant to this Prospectus;
(c) ordinary brokerage transactions; and (d) transactions in which the broker
solicits purchasers; (iii) directly to one or more purchasers; or (iv) a
combination of these methods. The names of any underwriters or agents involved
in the sale of the Common Stock will be set forth in a Prospectus Supplement.
In connection with the distributions of the Common Stock or otherwise, the
Selling Stockholder may enter into hedging transactions with broker-dealers or
other financial institutions. In connection with such transactions, broker-
dealers or other financial institutions may engage in short sales of Common
Stock in the course of hedging the positions they assume with the Selling
Stockholder. The Selling Stockholder may also sell Common Stock short and
redeliver the shares to close out such short positions. The Selling Stockholder
may also enter into options or other transactions with broker-dealers or other
financial institutions which require the delivery to such broker-dealers or
financial institutions of the Common Stock offered hereby, which Common Stock
such broker-dealer or other financial institutions may resell pursuant to this
Prospectus (as supplemented or amended to reflect this transaction). The
Selling Stockholder may also pledge the shares registered hereunder to a broker-
dealer or other financial institution and, upon a default, such broker-dealer or
other financial institution may effect sales of the pledged Common Stock
pursuant to this Prospectus (as supplemented or amended to reflect such
transaction). In addition, any Common Stock covered by this Prospectus that
qualifies for sale pursuant to Rule 144 under the Securities Act may be sold
under Rule 144 rather than pursuant to this Prospectus.
The Selling Stockholder or its underwriters, dealers or agents may sell the
Common Stock to or through underwriters, dealers or agents, and such
underwriters, dealers or agents may receive compensation in the form of
discounts or concessions allowed or reallowed. Underwriters, dealers, brokers
or other agents engaged by the Selling Stockholder may arrange for other such
persons to participate. Any fixed public offering price and any discounts and
concessions may be changed from time to time. Underwriters, dealers and agents
who participate in the distribution of the shares may be deemed to be
underwriters within the meaning of the Securities Act, and any discounts or
commissions received by them or any profit on the resale of shares by them may
be deemed to be underwriting discounts and commissions thereunder. The proposed
amounts of shares, if any, to be purchased by underwriters and the compensation,
if any, of underwriters, dealers or agents will be set forth in a Prospectus
supplement.
In connection with this Offering, and pursuant to Section 4(f) of the Tandy
Note, the Company will pay all expenses of preparing and filing the registration
statement, including, without limitation, Commission registration and filing
fees, printing expenses, fees and disbursements of legal counsel and accountants
for the Company, transfer agents' and registrars' fees, fees and disbursements
of experts used by the Company in connection with such registration, expenses of
any special audits of the Company incidental to or required by such
registration, and expenses incidental to any post-effective amendment to any
such registration statement.
In addition, in connection with the registration by the Company pursuant to
the Tandy Note, the Company shall use its best efforts to prepare and file with
the Commission such amendments and supplements to the registration statement and
the prospectus used in connection therewith as may be necessary to keep such
registration statement effective and to comply with the provisions of the
Securities Act with respect to the disposition of all shares of Common Stock
covered by the registration statement for the period required to effect the
distribution of such shares of Common Stock, as determined by Tandy, but in no
event shall the Company be required to do so for a period of more than ninety
(90) days following the effective date of such registration statement. The
Company shall also:
(i) furnish to Tandy such number of copies of a summary prospectus or
other prospectus, including a preliminary prospectus, in conformity with
the requirements of the Securities Act and such other documents as Tandy
may reasonably request in order to facilitate the disposition of such
shares of Common Stock issued in connection with the repayment of the Tandy
Note, but only while the Company is required under the provisions of the
Tandy Note to cause the registration statement to remain current;
(ii) use its best efforts to register or qualify the shares of Common
Stock covered by the registration statement under such other securities or
blue sky laws of such jurisdictions in the United States as Tandy shall
reasonably request, and do any and all other acts and things which may be
reasonably necessary to enable Tandy to consummate the disposition of such
shares owned by it; provided, however, that the Company shall in no event
be required (a) to qualify to do business as a foreign corporation or as a
dealer in any jurisdiction where it is not so qualified, (b) to conform the
composition of its assets at the time to the securities or blue sky laws of
such jurisdiction, (c) to execute or file any general consent to service of
process in suits other than those arising out of the offer and sale of the
shares of Common Stock covered by the registration statement, (d) to
subject itself to taxation in any jurisdiction where it has not theretofore
done so, or (e) to pay any costs and expenses relating to the qualification
or registration of such shares under the blue sky laws of more than twenty
states; and
(iii) deliver an opinion of counsel for the Company, dated the
effective date of such registration statement or any post-effective
amendment or supplement thereto, addressed to Tandy and any underwriter, in
the form usual and customary in connection with the public offering of
securities.
All underwriters', dealers', brokers' or agents' commissions, concessions,
discounts, fees or other compensation will be paid by the Selling Stockholder.
Underwriters and agents who participate in the distribution of the shares
may make a market in the Common Stock, but will not be obligated to do so and
may discontinue market making activities at any time without notice.
Underwriters, dealers and agents who participate in the distribution of the
shares may be entitled, under agreements entered into with the Company, to
indemnification against certain liabilities, including liabilities under the
Securities Act, or to contribution for payments which such underwriters, dealers
or agents may be required to make in respect thereof. Underwriters, dealers and
agents may engage in transactions with, or perform services for, the Company in
the ordinary course of business.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the Common Stock may not simultaneously engage in
market making activities with respect to the Common Stock for a period of nine
business days prior to the later of the commencement of offers or sales of the
Common Stock to be distributed and the time such person becomes a participant in
the distribution unless such person is a qualifying registered market maker on
the National Market System of the Nasdaq Stock Market, and such market making
activities are conducted in accordance with Rule 10b-6A under the Exchange Act.
Pursuant to Rule 10b-6A, a qualified registered market maker is permitted to
engage in passive market making transactions during the two business days prior
to the commencement of offers or sales of the Common Stock which comply with
applicable volume and price limits and are identified as such. In general, a
passive market maker may display its bid at a price not in excess of the highest
independent bid for the security. If all independent bids are lowered below the
passive market maker's bid, however, such bid must then be lowered when certain
purchase limits are exceeded. Passive market making may stabilize the market
price of the Common Stock at a level above that which might otherwise prevail
and, if commenced, may be discontinued at any time. In addition to and without
limiting the generality of the foregoing, the Selling Stockholder and any other
person participating in such distribution will be subject to other applicable
provisions of the Exchange Act and rules and regulations thereunder, including,
without limitation, Rules 10b-6 and 10b-7, which provisions may further limit
the timing of purchases and sales of shares of Common Stock by the Selling
Stockholder and any other such person. All of the foregoing may limit the
marketability of the Common Stock and the ability of any underwriter, broker,
dealer or agent to engage in market making activities.
LEGAL MATTERS
The validity of the shares of Common Stock to be offered hereby will be
passed upon for the Company by Stradling, Yocca, Carlson & Rauth, a Professional
Corporation, Newport Beach, California.
EXPERTS
The consolidated financial statements and schedule of the Company appearing
in the Company's Transition Report on Form 10-K for the transition period from
July 2, 1995 to December 30, 1995, 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 upon the
authority of such firm as experts in accounting and auditing.
3,840,000 SHARES
AST RESEARCH, INC.
COMMON STOCK
PAR VALUE $.01
PROSPECTUS
JUNE 7, 1996
TABLE OF CONTENTS
-----------------
PAGE
AVAILABLE INFORMATION 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 2
RISK FACTORS 3
THE COMPANY 8
USE OF PROCEEDS 9
SELLING STOCKHOLDER 9
PLAN OF DISTRIBUTION 11
LEGAL MATTERS 12
EXPERTS 13
June 7, 1996
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
-----------------------------------------------------
The following sets forth the costs and expenses, all of which shall be
borne by the Company, in connection with the offering of the shares of Common
Stock pursuant to this Registration Statement:
· Download Table
Securities and Exchange Commission Fee $10,344.83
"Blue Sky" Fees $500.00 *
Nasdaq Fees $10,000.00 *
Accounting Fees and Expenses $7,500.00 *
Legal Fees and Expenses $6,000.00 *
Printing Fees $10,000.00 *
Miscellaneous Expenses $10,000.00 *
----------
Total $54,344.83
==========
* Estimated.
Item 15. Indemnification of Directors and Officers.
----------------------------------------------------
The Company carries Directors' and Officers' Liability Insurance with a limit of
$35 million.
Section 145 of the Delaware General Corporation Law makes provision for the
indemnification of officers and directors in terms sufficiently broad to include
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act. The
Bylaws of the Company provide that the Company shall indemnify officers and
directors where permitted by statute.
As permitted by Section 102(b)(7) of the Delaware General Corporation Law, the
Certificate of Incorporation of the Company provides that a director shall not
be liable to the Company or its stockholders for monetary damages for breach of
the director's fiduciary duty of care. However, as provided by Delaware law,
such limitation of liability will not act to limit liability (i) for any breach
of the director's duty of loyalty to the Company or its stockholders, (ii) for
any act or omission not in good faith or which involves intentional misconduct
or a knowing violation of law, (iii) arising under the provisions of the
Delaware General Corporation Law relating to unlawful distributions, or (iv) for
any transaction from which the director derived an improper personal benefit.
The Company has entered into indemnification agreements with its officers and
directors which contractually obligate the Company to indemnify officers and
directors where permitted by applicable law. In connection with such
agreements, the stockholders have approved the establishment by the Company of a
trust fund, with a minimum balance of $1,000,000, to ensure fulfillment of its
indemnity obligations to its officers and directors. The Company has not yet
established such trust fund.
Insofar as indemnification from liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed that, in the opinion
of the Commission, such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.
Item 16. Exhibits.
-------------------
2.1 Agreement for Purchase and Sale of Assets dated June 30, 1993 between
AST Research, Inc. and Tandy Corporation, TE Electronics, Inc. and
GRiD Systems Corporation. The Schedules have been omitted and are as
described in the Agreement (incorporated by reference to referenced
exhibit number of the Company's Current Report on Form 8-K as filed
with the Securities and Exchange Commission on July 28, 1993,
Commission File No. 0-13941).
II-1
2.1.1 Sales Agreement dated July 13, 1993 between AST Research, Inc. and
Tandy Corporation pursuant to the Agreement for the Purchase and Sale
of Assets dated June 30, 1993 (incorporated by reference to referenced
exhibit number of the Company's Annual Report on Form 10-K for the
fiscal year ended July 3, 1993, Commission File No. 0-13941).
2.1.2 Circuit Board Purchase Agreement dated July 13, 1993 between AST
Research, Inc. and TE Electronics Inc. pursuant to the Agreement for the
Purchase and Sale of Assets dated June 30, 1993 (incorporated by
reference to referenced exhibit number of the Company's Annual Report
on Form 10-K for the fiscal year ended July 3, 1993, Commission File No.
0-13941).
2.1.3 Agreement of Sale of Going Business (English translation) between AST
Research France and Tandy GRiD France, effective September 1, 1993
(incorporated by reference to referenced exhibit number of the
Company's Current Report on Form 8-K as filed with the Securities and
Exchange Commission on October 29, 1993, Commission File No. 0-13941).
2.2 Agreement of Stock Purchase dated as of February 27, 1995 between
AST Research, Inc. and Samsung Electronics Company Ltd. (incorporated by
reference to referenced exhibit number of the Company's Current Report
on Form 8-K as filed with the Securities and Exchange Commission on
March 3, 1995, Commission File No. 0-13941).
2.2.1 Amendment No. 1 to Stock Purchase Agreement dated as of June 1, 1995
between AST Research, Inc. and Samsung Electronics Co., Ltd.
(incorporated by reference to referenced exhibit number of the
Company's Solicitation/Recommendation Statement on Amendment No. 1 to
Schedule 14D-9 as filed with the Securities and Exchange Commission on
June 8, 1995, SEC File No. 005-44159).
2.2.2 Amendment No. 2 to Stock Purchase Agreement dated as of July 29, 1995
between AST Research, Inc. and Samsung Electronics Co., Ltd.
(incorporated by reference to referenced exhibit number of the
Company's Current Report on Form 8-K as filed with the Securities and
Exchange Commission on August 7, 1995, Commission File No. 0-13941).
3.1 Certificate of Incorporation of AST Research, Inc., a Delaware
Corporation, as amended (incorporated by reference to referenced
exhibit number of the Company's Current Report on Form 8-K as filed with
the Securities and Exchange Commission on August 7, 1995, Commission File
No. 0-13941).
3.2 Bylaws of AST Research, Inc., a Delaware corporation, as amended
(incorporated by reference to exhibit number 99.4 of the Company's
Current Report on Form 8-K as filed with the Securities and Exchange
Commission on December 22, 1995, Commission File No. 0-13941).
4.1 Form of Amended and Restated Rights Agreement dated as of January 28,
1994 between the Company and American Stock Transfer & Trust Co., as
Successor Rights Agent (incorporated by reference to referenced exhibit
number of the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended January 1, 1994), and Certificate of Designation of
Preferred Stock and Rights Certificate and Summary of Terms of the
Company's Shareholder Rights Plan which were included as exhibits to the
original Rights Agreement dated as of August 15, 1989 (incorporated by
reference to Exhibit 1 of the Company's Registration Statement on Form
8-A as filed with the Securities and Exchange Commission on August 14,
1989, Commission File No. 0-13941).
4.1.1 Amendment to Rights Plan dated as of March 1, 1995 between AST
Research, Inc. and American Stock Transfer & Trust Co. (incorporated by
reference to referenced exhibit number of the Company's Current Report on
Form 8-K as filed with the Securities and Exchange Commission on March
3, 1995, Commission File No. 0-13941).
5.# Opinion of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation.
10.7 Promissory Note dated as of July 12, 1993 between AST Research, Inc.
and Tandy Corporation (incorporated by reference to referenced exhibit
number of the Company's Current Report on Form 8-K as filed with the
Securities and Exchange Commission on July 28, 1993, Commission File No.
0-13941).
10.8 First Amendment dated September 22, 1993 to Promissory Note dated July
12, 1993 between AST Research, Inc. and Tandy Corporation (incorporated
by reference to referenced exhibit number of the Company's Annual Report
on Form 10-K for the fiscal year ended July 3, 1993, Commission File No.
0-13941).
10.9 Second Amendment dated October 14, 1993 to Promissory Note dated July
12, 1993 between AST Research, Inc. and Tandy Corporation (incorporated
by reference to referenced exhibit number of the Company's Current Report
on Form 8-K as filed with the Securities and Exchange Commission on
October 29, 1993, Commission File No. 0-13941).
10.10 Third Amendment dated December 30, 1993 to Promissory Note dated July
12, 1993 between AST Research, Inc. and Tandy Corporation (incorporated
by reference to referenced exhibit number of the Company's Current Report
on Form 8-K/A as filed with the Securities and Exchange Commission on
January 10, 1994, Commission File No. 0-13941).
II-2
10.17 Letter of Credit Agreement dated July 31, 1995 between AST Research,
Inc., and Samsung Electronics Company, Ltd. (incorporated by reference
to referenced exhibit number of the Company's Current Report on Form 8-K
as filed with the Securities and Exchange Commission on August 7, 1995,
Commission File No. 0-13941).
10.18 Registration Rights Agreement dated July 31, 1995 between AST
Research, Inc. and Samsung Electronics Company, Ltd. (incorporated by
reference to referenced exhibit number of the Company's Current Report
on Form 8-K as filed with the Securities and Exchange Commission on
August 7, 1995, Commission File No. 0-13941).
10.19 Stockholder Agreement dated July 31, 1995 between AST Research, Inc.
and Samsung Electronics Company, Ltd. (incorporated by reference to
referenced exhibit number of the Company's Current Report on Form 8-K
as filed with the Securities and Exchange Commission on August 7, 1995,
Commission File No. 0-13941).
10.20 Amendment No. 1 to Stockholder Agreement dated December 21, 1995 to
Stockholder Agreement dated July 31, 1995 between AST Research, Inc. and
Samsung Electronics Company Co., Ltd. (incorporated by reference to
exhibit number 99.3 of the Company's Current Report on Form 8-K as filed
with the Securities and Exchange Commission on December 22, 1995,
Commission File No. 0-13941).
10.29 General Terms Agreement dated July 31, 1995 between AST Research, Inc.
and Samsung Electronics Co., Ltd. (incorporated by reference to
referenced exhibit number of the Company's Current Report on Form 8-K
as filed with the Securities and Exchange Commission on August 7, 1995,
Commission File No. 0-13941).
10.30 Letter Agreement dated July 31, 1995 between AST Research, Inc. and
Samsung Electronics Co., Ltd. (incorporated by reference to referenced
exhibit number of the Company's Current Report on Form 8-K as filed with
the Securities and Exchange Commission on August 7, 1995, Commission File
No. 0-13941).
10.32 Additional Support Agreement dated December 21, 1995 between AST
Research, Inc. and Samsung Electronics Co., Ltd. (incorporated by
reference to exhibit number 99.2 of the Company's Current Report on Form
8-K as filed with the Securities and Exchange Commission on December
22, 1995, Commission File No. 0-13941).
10.33 Loan Agreement and Promissory Note dated November 20, 1995 between AST
Research, Inc. and Samsung Electronics America, Inc. (incorporated by
reference to the referenced exhibit number of the Company's Annual
Report on Form 10-K as filed with the Securities and Exchange Commission
on March 28, 1996, Commission File No. 0-13941).
10.34 Credit Agreement dated December 27, 1995 among AST Research, Inc.,
Bank of America NT & SA as agent and the other financial institutions
party hereto.
10.35 First Amendment to Credit Agreement dated February 29, 1996 among AST
Research, Inc., Bank of America NT & SA as agent and the other financial
institutions party hereto.
10.37* Form of Indemnification Agreement, as amended to date.
10.38* Form of Indemnification Trust Agreement (incorporated by reference to
referenced exhibit number of the Company's Registration of Securities
of Certain Successor Issuers on Form 8-B, Commission File No. 0-13941).
23.1 # Consent of Stradling, Yoc