SEC Info - Questron Technology Inc - ‘S-3’ on 6/28/96

SEC Info℠

Home

Help

Please Sign In

Questron Technology Inc – ‘S-3’ on 6/28/96

As of: Friday, 6/28/96 · Accession #: 889812-96-774 · File #: 333-07049

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

 6/28/96  Questron Technology Inc           S-3                    3:60K                                    Global Fin’l Press/NY/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                                22    108K 
 2: EX-5.0      Form of Opinion of Gould & Wilkie                      1      7K 
 3: EX-23.1     Consent of Mortenson and Associates, P.C.              1      5K

S-3 — Registration Statement
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Common Stock Company, The Effect of Share Issuances and Warrants Exhibits Indemnification of Directors and Officers Offering, The Other Expenses of Issuance and Distribution Plan of Distribution Risk Factors Selling Securityholders The Company The Offering Undertakings Use of Proceeds
1	1st Page - Filing Submission
5	The Company
"	The Offering
6	Risk Factors
7	Effect of Share Issuances and Warrants
11	Use of Proceeds
12	Selling Securityholders
15	Plan of Distribution
16	Common Stock
18	Item 14. Other Expenses of Issuance and Distribution
"	Item 15. Indemnification of Directors and Officers
19	Item 16. Exhibits
20	Item 17. Undertakings

S-3 1st Page of 22 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                                          Registration No.
=============================================================================== 

SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549  

FORM S-3  

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 

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

Delaware  
(State or other jurisdiction of 
incorporation or organization)  

23-2257354  
(I.R.S. Employer  
Identification Number)  

6400 Congress Avenue, Suite 200, Boca Raton, FL 33487 
(407) 241-5251  
(Address, including zip code, and telephone number, 
including area code, of registrant's  
principal executive offices)  

DOMINIC A. POLIMENI 
Chief Executive Officer 
6400 Congress Avenue, Suite 200, Boca Raton, FL 33487 
(407) 241-5251  
(Name, address, including zip code, and telephone number, including area code,  
of agent for service) 

Approximate date of commencement of proposed sale to the public: From time to   
time after the 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|                                

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.  | |                                            

Calculation of Registration Fee 
================================================================================

                                                        [Enlarge/Download Table]


Title of each class                                                                                           
 of securities to be  Amount to be        Proposed maximum         Proposed maximum            Amount of      
    registered         registered      offering price per unit  aggregate offering price  registration fee (1)
                                                                                                              
Common Stock,        1,311,656 shares        $1.4375                $1,885,505.50              $650.17        
 .0001 par value                                                                                              

Total                                                                                          $650.17        

================================================================================
(1) Estimated solely for purposes of calculation of the registration fee.       
Pursuant to Rule 457(c), estimated on the basis of the average of the closing   
bid and asked prices of the Common Stock on June 25, 1996.                      
================================================================================
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.                                                                  

S-3 2nd Page of 22 TOC 1st Previous Next ↓Bottom Just 2nd
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.  A          
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE     
SECURITIES AND EXCHANGE COMMISSION.  THESE SECURITIES MAY NOT BE SOLD NOR       
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT      
BECOMES EFFECTIVE.  THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL       
OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF          
THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE         
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE              
SECURITIES LAWS OF ANY SUCH STATE.                                              

SUBJECT TO COMPLETION                                                           
June 27, 1996                                                                   

QUESTRON TECHNOLOGY, INC  
1,311,656 shares of Common Stock  
($.0001 par value)  

This Prospectus relates to the possible resale on a continuous basis of up to   
1,311,656 shares of Common Stock, $.0001 par value, of Questron Technology,     
Inc., a Delaware corporation formerly known as Judicate, Inc. ("Questron" or the
"Company"). 1,160,000 of these shares were previously issued in March 1995 in a 
private placement, 47,000 shares were previously issued in November 1994 in a   
private placement, 64,656 shares are issuable upon exercise of Series I Warrants
and 40,000 shares are issuable upon exercise of Series III Warrants. The shares 
issuable upon exercise of the Series I and Series III Warrants if these Series I
Warrants and Series III Warrants are exercised prior to the effective date of   
the Registration Statement of which this Prospectus is a part. The shares       
included in the Registration Statement are sometimes referred to as the         
"Securities". The Securities may be offered from time to time by the selling    
securityholders (the "Selling Securityholders"). THE COMPANY WILL NOT RECEIVE   
ANY OF THE PROCEEDS FROM THE SALE OF THE SECURITIES BY THE SELLING              
SECURITYHOLDERS. THE COMPANY WILL RECEIVE THE PROCEEDS FROM THE EXERCISE BY THE 
SELLING SECURITYHOLDERS OF ANY OF THE AFOREMENTIONED WARRANTS AND SUCH FUNDS    
WILL BE USED FOR GENERAL WORKING CAPITAL PURPOSES OF THE COMPANY. SEE "USE OF   
PROCEEDS."                                                                      

The Securities will be offered for sale from time to time on terms to be        
determined at the time of sale by the Selling Securityholders. The Securities   
may not be sold until thirteen (13) months from the date of this Prospectus,    
subject to earlier release at the sole discretion of Biltmore Securities, Inc.  
("Biltmore"), which acted as the placement agent with respect to the March 1995 
private placement. In other offerings involving similar restrictions, Biltmore  
has released such restrictions prior to the expiration of the lock-up period and
in some cases immediately after the effective date of the subject registration  
statement. The Securities are listed on the NASDAQ Small Cap Market under the   
symbol "QUST" and the last reported bid and asked prices on June 26, 1996 were  
$1-3/8 and $ 1-1/2 respectively. Certain of the Securities are being registered 
at the request of the Selling Securityholders, and the remainder are being      
registered pursuant to certain "piggy-back" registration rights of the holders  
of these shares. The Company will pay certain expenses of this offering. See    
"USE OF PROCEEDS" and "PLAN OF DISTRIBUTION."                                   

  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.                                

====================  

An investment in the Securities offered hereby involves a high degree of risk   
and should be considered only by persons who can afford the loss of their entire
investment. See "RISK FACTORS" (pp. 5-9) for important information which should 
be considered by prospective investors.                                         

                                             (cover continued on following page)

S-3 3rd Page of 22 TOC 1st Previous Next ↓Bottom Just 3rd
Although Biltmore Securities, Inc. ("Biltmore") is not the sole market maker in 
the Company's common stock, from time to time it may be the dominant market     
maker in the Company's common stock. Biltmore is involved in litigation with the
Securities and Exchange Commission and in the event that such litigation        
adversely affects Biltmore's ability to act as a market maker for the Company's 
securities, the market for and liquidity of the Company's securities may be     
adversely affected. There can be no assurance that Biltmore will continue to    
make a market in the Company's securities. In the event that other broker       
dealers fail to make a market in the Company's securities, the possibility      
exists that the market for and the liquidity of the Company's securities may be 
adversely affected to such an extent that public securityholders may not have   
anyone to purchase their securities when offered for sale at any price. In such 
event, the market for, liquidity and prices of the Company's securities may not 
exist. FOR ADDITIONAL INFORMATION REGARDING BILTMORE, INVESTORS MAY CALL THE    
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. AT (800) 289-9999.             

====================  

Underwriting
     Price to             Discounts                Proceeds to
           Public(1)         and Commissions       Selling Securityholders

Per Share   $ 1.4375                    (2)                $ 1.4375             

Total       $ 1,885,505.50              (2)                $ 1,885,505.50       
==============================================================================  

(1) Based upon the average of the last reported bid and asked prices on June 26,
1996.                                                                           

(2) Not known at this time.                                                     

The Selling Securityholders, directly or through agents designated from time to 
time, or through dealers or underwriters also to be designated, may sell the    
Securities from time to time on terms to be determined at the time of sale. To  
the extent required, the specific Securities to be sold, the purchase price, the

public offering price, the name of any such agent, dealer or underwriter, and   
any applicable commission or discount with respect to a particular offer will be
set forth in a Prospectus Supplement. The aggregate proceeds to the Selling     
Securityholders from the Securities will be the purchase price of such          
Securities sold less the aggregate agents' commissions and underwriters'        
discounts, if any, and other expenses of issuance and distribution not borne by 
the Company. Any such Prospectus Supplement will also set forth any additional  
information regarding indemnification by the Company of the Selling             
Securityholders or any underwriter, dealer or agent against certain             
liabilities,including liabilities under the Securities Act of 1933, as amended  
(the "Securities Act"). The Selling Securityholders and any broker-dealers,     
agents or underwriters that participate with the Selling Securityholders in the 
distribution of any of the Securities may be deemed to be "underwriters" within 
the meaning of the Securities Act, and any commission received by them and any  
profit on the resale of the Securities purchased by them may be deemed to be    
underwriting commissions or discounts under the Securities Act. The Selling     
Securityholders may also from time to time dispose of Securities pursuant to    
available exemptions under the Securities Act, including sales under Rule 144 to
the extent permitted under such rule. See "PLAN OF DISTRIBUTION".               

The date of this Prospectus is June __, 1996.                                   

- 2 - 

S-3 4th Page of 22 TOC 1st Previous Next ↓Bottom Just 4th
NOTE ON FORWARD LOOKING STATEMENTS  

    Certain information set forth or incorporated by reference herein includes
"forward looking statements" within the meaning of the Private Securities       
Litigation Reform Act of 1995 and is subject to certain risks and uncertainties 
including those identified under the caption "Risk Factors." Readers are        
cautioned not to place undue reliance on these statements, which are made as of 
the date hereof. The Company undertakes no obligation to release any revisions  
to these forward looking statements to reflect events or circumstances after the
date hereof or to reflect unanticipated events or developments.                 

AVAILABLE INFORMATION 

    The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance       
therewith, files periodic reports, proxy statements and other information with  
the Securities and Exchange Commission (the "Commission"). This Prospectus,     
which constitutes part of the Registration Statement, does not contain all the  
information set forth in the Registration Statement and the exhibits and        
schedule thereto, to which reference is hereby made, as permitted by the rules  
and regulations of the Commission. Statements made in this Prospectus or in any 
document incorporated or deemed to be incorporated by reference herein as to the
contents of any contract, agreement or other document referred to are not       
necessarily complete and with respect to each such contract, agreement or other 
document filed as an exhibit to the Registration Statement, reference is made to
the exhibit for a more complete description of the matter involved, and each    
such statement shall be deemed qualified in its entirety by such reference. Any 
interested parties may inspect the Registration Statement, the exhibits and     

schedules forming a part thereof and the reports, proxy statements and other    
information referred to above, without charge, at the public reference          
facilities of the Securities and Exchange Commission, Room 1024, 450 Fifth      
Street, N.W., Washington, D.C. 20549, and may obtain copies of all or any part  
of such documents from the Commission upon payment of the fees prescribed by the
Commission. Such documents also are available for inspection and copying at     
prescribed rates at the regional offices of the Commission located at Seven     
World Trade Center, 13th Floor, New York, New York 10048; and the Northwestern  
Atrium Center, 500 W. Madison, Suite 1400, Chicago, Illinois 60661-2511.        

INCORPORATION OF DOCUMENTS BY REFERENCE 

The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act (File No. 0-13324), are hereby          
incorporated by reference and made a part of this Prospectus:                   

   (i)  the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995; and                          

       (ii) the Company's Quarterly Report on Form 10-QSB for the three months
ended March 31, 1996.                                 

    All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus shall be    
deemed to be incorporated by reference and a part of this Registration Statement
from the date of filing of 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 which    
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 hereby undertakes to provide without charge to each     
person to whom a copy of this Prospectus has been delivered, upon the request of
such person, a copy of any or all documents referred to above which have been   
incorporated in this Prospectus by reference, other than exhibits to such       
documents. Requests for such copies should be directed to Office of the         
Secretary, Questron Technology, Inc., 6400 Congress Avenue, Suite 200, Boca     
Raton, FL 33487.                                                                

- 3 - 

S-3 5th Page of 22 TOC 1st Previous Next ↓Bottom Just 5th
      PROSPECTUS SUMMARY

          The following  summary is  qualified in  its entirety by
     the   more  detailed   information,   including   information
     contained  under   the  caption   "Risk  Factors,"  appearing
elsewhere in this Prospectus.                           

     THE COMPANY

          Questron  Technology,  Inc.  (the  "Company"),  formerly

     known  as Judicate, Inc., is a Delaware corporation which was
     incorporated in  1983.   Through its  wholly owned subsidiary
     Quest Electronic  Hardware, Inc. ("Quest"), the  Company acts
     as a  specialized  distributor of  fasteners  and  electronic
     hardware  sold  to electronic  equipment manufacturers.   The
     business  serves   more  than  250   customers  in  the  high
     technology   electronic  equipment   manufacturing  industry,
     including  leading computer,  telecommunications and  medical
     instrumentation  companies.   The  Company  also  conducts an
     alternate dispute resolution service through its wholly owned
subsidiary Judicate of Philadelphia, Inc.               

          The principal  executive  offices  of  the  Company  are
     located  at  6400 Congress  Avenue,  Suite  200,  Boca Raton,
 Florida 33487 and its telephone number is (407) 241-5251.

          See "Risk  Factors" for a  discussion of certain factors
     which should be considered in evaluating the Company  and its
business.                                               

      THE OFFERING

       Securities Offered by Selling Securityholders .1,311,656 Shares
            Use of Net Proceeds . . . . . . . . . . . . . .See "Use of Proceeds"
Nasdaq Symbol - Common Stock  . . . . . . . . .QUST     

- 4 - 

S-3 6th Page of 22 TOC 1st Previous Next ↓Bottom Just 6th
RISK FACTORS  

  The Securities registered hereby are speculative in nature and involve a
high degree of risk of loss. Accordingly, in analyzing an investment in these   
Securities, prospective investors should carefully consider, along with the     
other matters referred to herein, the following risk factors in light of the    
investor's particular financial circumstances and investment objectives:        

Litigation Involving Market Maker                                               

Although Biltmore Securities, Inc. ("Biltmore") is not the sole market
maker in the Company's stock, from time to time it may be the dominant market   
maker in the Company's stock. Biltmore is involved in litigation which may      
adversely affect its ability to make a market in the Company's stock. This      
litigation is described below.                                                  

 The Company has been advised by Biltmore that on or about May 22, 1995,
Biltmore and Elliot Loewenstern and Richard Bronson, principals of Biltmore, and
the Commission agreed to an offer of settlement (the "Offer of Settlement") in  
connection with a complaint filed by the Commission in the United States        
District Court for the Southern District of Florida alleging violations of the  

federal securities laws, Section 17(a) of the Securities Act of 1933, Section   
10(b) and 15(c) of the Securities Exchange Act of 1934, and Rules 10b-5, 10b-6  
and 15c1-2 promulgated thereunder. The complaint also alleged that in connection
with the sale of securities in three (3) IPOs in 1992 and 1993, Biltmore engaged
in fraudulent sales practices. The proposed Offer of Settlement was consented to
by Biltmore and Messrs. Loewenstern and Bronson without admitting or denying the
allegations of the complaint. The Offer of Settlement was approved by Judge     
Gonzales on June 6, 1995. Pursuant to the final judgment (the "Final Judgment"),
Biltmore:                                                                       

o was required to disgorge $1,000,000 to the Commission, which        
amount was paid in four (4) equal installments on or before       
June 22, 1995;                                                    

o agreed to the appointment of an independent consultant              
("Consultant").                                                   

Such Consultant is obligated, on or before July 15, 1996:             

o to review Biltmore's policies, practices and procedures in six      
(6) areas relating to compliance and sales practices;             

o to formulate policies, practices and procedures for Biltmore        
that the Consultant deems necessary with respect to Biltmore's    
compliance and sales practices;                                   

o to prepare a report devoted to and which details the                
aforementioned policies, practices and procedures (the            
"Report");                                                        

o to deliver the Report to the President of Biltmore and to the       

- 5 - 

S-3 7th Page of 22 TOC 1st Previous Next ↓Bottom Just 7th
staff of the Southeast Regional office of the Commission;         

o to prepare, if necessary, a supervisory procedures and              
compliance manual for Biltmore, or to amend Biltmore's            
existing manual; and                                              

o to formulate policies, practices and procedures designed to         
provide mandatory on-going training to all existing and newly     
hired employees of Biltmore. The Final Judgment further           
provides that, within thirty (30) days of Biltmore's receipt      
of the Report, unless such time is extended, Biltmore shall       
adopt, implement and maintain any and all policies, practices     
and procedures set forth in the Report.                           

  The Final Judgment also provides that an independent auditor ("Auditor")
shall conduct four (4) special reviews of Biltmore's policies, practices and    

procedures, the first such review to take place six (6) months after the Report 
has been delivered to Biltmore and thereafter at six-month intervals. The       
Auditor is also authorized to conduct a review, on a random basis and without   
notice to Biltmore, to certify that any persons associated with Biltmore who    
have been suspended or barred by any Commission order are complying with the    
terms of such orders.                                                           

     On July 10, 1995, the action as against Messrs. Loewenstern and Bronson was
dismissed with prejudice. Mr. Bronson has agreed to a suspension from           
associating in any supervisory capacity with any broker, dealer, municipal      
securities dealer, investment advisor or investment company for a period of     
twelve (12) months, dating from the beginning of such suspension. Mr.           
Loewenstern has agreed to a suspension from associating in any supervisory      
capacity with any broker, dealer, municipal securities dealer, investment       
advisor or investment company for a period of twelve (12) months commencing upon
the expiration of Mr. Bronson's suspension.                                     

In the event that the requirements of the foregoing judgment adversely
affect Biltmore's ability to act as a market maker for the Company's stock, and 
additional brokers do not make a market in the Company's securities, the market 
for and liquidity of the Company's securities may be adversely affected. In the 
event that other broker dealers fail to make a market in the Company's          
securities, the possibility exists that the market for and the liquidity of the 
Company's securities may be adversely affected to such an extent that public    
security holders may not have anyone to purchase their securities when offered  
for sale at any price. In such event, the market for, liquidity and prices of   
the Company's securities may not exist. FOR ADDITIONAL INFORMATION REGARDING    
BILTMORE, INVESTORS MAY CALL THE NATIONAL ASSOCIATION OF SECURITIES DEALERS,    
INC. AT (800) 289-9999.                                                         

Effect of Share Issuances and Warrants                                          

   At June 1, 1996, the Company believes that it had outstanding options and
warrants to purchase 362,322 shares of the Company's Common Stock at exercise   
prices ranging from $0.35 to $28.65 with expiration dates ranging to February 7,
2006. As a part of its acquisition of Quest, the Company issued to the Quest    
stockholders Common Stock of the Company in an amount which resulted in the     
former stockholders of Quest                                                    

- 6 - 

S-3 8th Page of 22 TOC 1st Previous Next ↓Bottom Just 8th
owning 25% of the Company's Common Stock outstanding (on a fully diluted        
basis). In addition, the Company has entered into certain agreements pursuant to
which it will be obligated to grant warrants to purchase up to 15% of the       
Company's Common Stock outstanding (on a fully diluted basis) as of the date of 
the closing of the Fasteners Business (March 31, 1995) at $.10 per share upon   
the attainment of specified earnings targets. The issuance of the 25% interest  
to the stockholders of Quest caused substantial dilution to the other           
stockholders. In addition, the warrants issuable in connection therewith may    
result in further dilution to the stockholders. Furthermore, the issuance of    
shares upon exercise of such warrants will result in substantial charges to the 
Company's earnings equal to the difference between the warrant exercise price   
and the                                                                         

market price of the Company's stock at the date of exercise. These warrants,    
assuming the earnings targets are attained, will become exercisable one year    
after the date of any award and will remain exercisable for a period of ten     
years. As a result, these charges to earnings may occur in one fiscal period or 
over a number of fiscal periods.                                                

  To the best knowledge of management, the foregoing represents all of the
outstanding options and warrants of the Company. Due to prior resignations of   
members of the Company's senior management team, current management is unable to
verify at this time whether additional options or warrants may have been granted
which are not reflected on the corporate records. If such additional options    
or warrants exist, and are lawfully exercised, a stockholder's interest in the  
Company may be further diluted.                                                 

Dependence on Bank Financing; Substantially All of Quest's Assets Pledged       

 In connection with its acquisition of the Fasteners Business, Quest has
entered into a security and loan agreement pursuant to which all of the shares  
of stock and substantially all of the assets of Quest have been pledged to the  
bank as security for such financing.                                            

Absence of Dividends                                                            

The Company has not paid any cash dividends on the Common Stock of the
Company and does not expect to do so in the foreseeable future.                 

Voting Control; Potential Anti-Takeover Effect                                  

Prior to any sales under the Registration Statement of which this     
Prospectus is a part the officers, directors and principal stockholders of the  
Company beneficially owned approximately 32.8% of the Company's Common Stock.   
Accordingly, such persons will have substantial influence on the approval of    
major corporate transactions including amending the Certificate of Incorporation
of the Company or the sale of substantially all of the Company's assets, the    
election of all of the directors of the Company and the control of the Company's
affairs. The Company's stockholders do not have the right to cumulative voting  
in the election of directors. The Board of Directors has the authority, without 
further approval of the Company's stockholders, to issue shares of Preferred    
Stock, having such rights, preferences and privileges as the Board of Directors 
may determine. Any such issuance of shares of Preferred Stock, under certain    
circumstances, could have the effect of delaying or preventing a change in      
control of the Company and could adversely affect                               

- 7 - 

S-3 9th Page of 22 TOC 1st Previous Next ↓Bottom Just 9th
the rights of the holders of the shares of Common Stock of the Company. In      
addition, the Company is subject to a State of Delaware statute regulating      
business combinations which may also hinder or delay a change in control of the 
Company.                                                                        

Penny Stock Restrictions                                                        

  If the Common Stock registered hereby is removed from NASDAQ, the shares

could be subject to a rule that imposes additional sales practice requirements  
on broker-dealers who sell such securities to persons other than established    
customers and accredited investors (generally defined as persons with assets in 
excess of $1,000,000 or annual income exceeding $200,000 individually or        
$300,000 together with their spouse). For transactions covered by this rule, the
broker-dealer must make a special suitability determination for the purchaser   
and have received the purchaser's written consent to the transaction prior to   
purchase. Consequently, the rule may restrict the ability of broker-dealers to  
sell the Company's securities and may affect the ability of holders to sell the 
Company's securities in the secondary market.                                   

     The Commission has also adopted regulations which define a "penny stock" to
be any equity security that has a market price (as defined) less than $5.00 per 
share, subject to certain exceptions. For any transaction involving a penny     
stock, unless exempt, the rules require the delivery, prior to the transaction, 
of a disclosure schedule prepared by the Commission related to the penny stock  
market. The broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, current quotations for the     
securities and, if the broker-dealer is the sole market maker, the broker-dealer
must disclose this fact and the broker-dealer's presumed control of the market. 
Finally, monthly statements must be sent disclosing recent price information for
the penny stock held in the account and information on the limited market in    
penny stocks. While many NASDAQ listed securities would be covered by the       
definition of penny stock, transactions in a NASDAQ listed security would be    
exempt from all but the sole market maker provisions for (i) issuers who have in
excess of $2,000,000 in net tangible assets ($5,000,000 if the issuer has not   
been in continuous operation for three years), (ii) transactions in which the   
customer is an institutional accredited investor, and (iii) transactions that   
are not recommended by the broker-dealer. In addition, transactions in a NASDAQ 
security directly with a NASDAQ market maker for such securities would be       
subject only to the sole market maker disclosure and the disclosure with respect
to commissions to be paid to the broker-dealer and the registered               
representative.                                                                 

Sale of Substantial Number of Shares May Adversely Affect Market Price          

     Sales of substantial numbers of shares of Common Stock in the public market
pursuant to the Registration Statement of which this Prospectus is a part or    
otherwise could adversely affect the market price of the Common Stock. Although 
the Securities may not be sold until thirteen (13) months from the date of this 
Prospectus, subject to earlier release at the sole discretion of Biltmore, in   
other offerings involving similar restrictions, Biltmore has released such      
restrictions prior to the expiration of the lock-up period and in some cases    
immediately after the effective date of the subject registration statement. In  
addition, the Company has previously registered for resale from time to time by 
the                                                                             

- 8 - 

S-3 10th Page of 22 TOC 1st Previous Next ↓Bottom Just 10th
selling securityholders named therein 2,140,442 shares pursuant to a            
Registration Statement (No. 33-84222) which was declared effective on September 
27, 1995 and 6,017,444 shares pursuant to a Registration Statement (No.         

33-63555) which was declared effective on December 22, 1995. The sale of these  
securities could also adversely affect the market price of the Common Stock. In 
addition, as noted above (see "Effect of Share Issuances and Warrants"), there  
are a substantial number of shares issuable in connection with the acquisition  
of the fasteners business. The market overhang of such a substantial number of  
shares may adversely affect the market price for the stock. Furthermore, the    
issuance of shares upon exercise of such warrants will result in substantial    
charges to the Company's earnings equal to the difference between the warrant   
exercise price and the market price of the Company's stock at the date of       
exercise. These warrants, assuming the earnings targets are attained, will      
become exercisable one year after the date of any award and will remain         
exercisable for a period of ten years. As a result, these charges to earnings   
may occur in one fiscal period or over a number of fiscal periods.              

THE COMPANY 

The Company, through its wholly-owned subsidiary, Quest Electronic    
Hardware, Inc. ("Quest"), acts as a specialized distributor of fasteners and    
electronic hardware sold to electronic equipment manufacturers. The business    
serves more than 250 customers in the high technology electronic equipment      
manufacturing industry, including leading computer, telecommunications, and     
medical instrumentation companies. Prior to Quest's acquisition from Arrow      
Electronics, Inc., the fasteners business had operated as a distributor of      
fasteners and electronic hardware for more than twenty years.                   

    Management believes that Quest has the opportunity to become a significant
participant in a very fragmented industry dominated by so-called "mom and pop"  
type operations. Management's goal is to expand the business through a          
combination of continued penetration of existing markets, expansion into new    
markets (including geographic expansion), and acquisitions.                     

    Approximately 50% of Quest's sales are of industrial fasteners, 10% are of
"spacers" and "standoffs" (products used in conjunction with fasteners), and the
remaining sales are divided among a variety of products, including plastic      
components, cable ties and accessories, drawer slides, connectors, and          
design/prototype components. The demand for products offered by Quest is        
relatively stable, with minimal technological change.                           

Quest has developed a customer base consisting of over 250 active     
customers. These customers demand quality service and in many cases are willing 
to pay premium prices. Accordingly, Quest's gross margins are more than 40%, and
are sustainable because of the high level of importance placed on service by its
customers and the low level of price sensitivity for the relatively low cost    
fasteners products sold (compared with the high cost electronic components) to  
the manufacturers of high technology products. Over 95% of Quest's sales are    
recurring sales to existing customers.                                          

Currently, the business is concentrated in California, Texas,         

- 9 - 

S-3 11th Page of 22 TOC 1st Previous Next ↓Bottom Just 11th
Colorado and Nevada; however, Quest is seeking to expand its business to        

the eastern U.S.                                                                

   Quest's sales have increased at a compound annual growth rate of 17% over
the past four years. This sales growth was achieved from word-of-mouth          
referrals without the benefit of a comprehensive marketing program or geographic
expansion. Management believes that Quest's future growth will be achieved by   
implementing a comprehensive marketing plan, including the present strategy of  
adding marketing programs responsive to customers' specific requirements (e.g., 
bin replenishment programs), further penetration of existing accounts,          
identification of new accounts, geographic expansion, and acquisitions.         

   Management estimates that the total U.S. market for fasteners and related
products distributed by Quest is approximately $1 billion. This market is       
divided into two major segments, large manufacturers of fasteners, who supply   
large industrial users directly, and distributors, who service smaller          
industrial users, but are increasingly supplying larger accounts that can no    
longer be serviced effectively by the manufacturers. The distribution side      
consists of distributors who provide a rapid response capability to service     
customer needs and assist in selecting appropriate fasteners. As a distributor, 
Quest's business falls into this latter category, providing such services as bin
stock replenishment programs.                                                   

    The Company also operates an alternate dispute resolution service business
through its wholly-owned subsidiary Judicate of Philadelphia, Inc.              

USE OF PROCEEDS 

The Company will not receive any proceeds from the sale of Securities 
by the Selling Securityholders.                                                 

     In the event of the exercise of all of the Series I and Series III Warrants
outstanding, the Company will receive $130,380.80 in proceeds and such funds    
will be used for general working capital purposes.                              

- 10 -  

S-3 12th Page of 22 TOC 1st Previous Next ↓Bottom Just 12th
SELLING SECURITYHOLDERS 

The following table sets forth certain information with respect to the
Selling Securityholders as of June 1, 1996. The Securities to which this        
Prospectus relates may be sold from time to time in whole or in part by the     
Selling Securityholders as described in and subject to the restrictions set     
forth in the "PLAN OF DISTRIBUTION".                                            

                                                        [Enlarge/Download Table]

                                             Shares that                             
                               Shares of    may be offered   Shares of               
                             Common Stock    pursuant to    Common Stock  % of Class 
   Selling                  owned prior to       this        owned after  owned after
Securityholders             this offering     Prospectus     offering(1)  offering(2)

---------------             -------------     ----------     -----------  -----------
                                                                                     
Eric Blumen                   30,000(3)         30,000           -0-          N/A    
92 Virginia Avenue                                                                   
Plainview, NY  11803                                                                 

Ira Boshnack                  30,000(4)         30,000           -0-          N/A    
326 Doral Court                                                                      
Jericho, NY  11753                                                                   

Bobby D. Dillon               22,917(5)         18,473          4,444         N/A    
1289 Morgan Drive                                                                    
Temple, TX  76502                                                                    

Robert Goodrich                9,236(6)          9,236           -0-          N/A    
9 Floyd Place                                                                        
Great Neck, NY  11024                                                                

Graco Holdings Inc.          100,000           100,000           -0-          N/A    
43 Hunt Drive                                                                        
Jericho, NY  11753                                                                   

Paul Greco                     7,000             7,000           -0-          N/A    
c/o Stratton Oakmont, Inc.                                                           
1979 Marcus Avenue                                                                   
Lake Success, NY  11042                                                              

Gulfstream Financial       2,602,721            40,000      2,562,721        17.1%   
  Group, Inc.(7)                                                                     
6400 Congress Ave                                                                    
Suite 200                                                                            
Boca Raton, FL  33487                                                                

Matthew T. Haltom            200,000           200,000           -0-          N/A    
2044 Saddlehorn                                                                      
Katy, TX  77494                                                                      

Ken Iulo                      45,835(8)         36,947          8,888         N/A    
165 Prospect Avenue                                                                  
Passaic, NJ  07055                                                                   

James F. Kenefick             40,000            40,000           -0-          N/A    
1985 South Ocean Drive                                                               
Apt. 4A                                                                              
Hallendale, FL  33309                                                                

Irving Kraut                 615,859           180,000        435,859         2.9%   
625 Farnsworth Avenue                                                                
Bordentown, NJ 08505-2028                                                            

- 11 -

S-3 13th Page of 22 TOC 1st Previous Next ↓Bottom Just 13th
                                                        [Enlarge/Download Table]

                                               Shares that                             
                                Shares of     may be offered   Shares of               
                              Common Stock     pursuant to    Common Stock  % of Class 
   Selling                   owned prior to        this        owned after  owned after
Securityholders              this offering      Prospectus     offering(1)  offering(2)
---------------              -------------      ----------     -----------  -----------
                                                                                       
Shih-Hsiang Lee                   20,000          20,000           -0-          N/A    
18003 Cortney Court                                                                    
Industry, CA  91748                                                                    

Melvin E. Liston                  70,000          70,000           -0-          N/A    
RFD #1 Box 210                                                                         
Barnstead, NH  03218                                                                   

Lyons Community Property         200,000         200,000           -0-          N/A    
  Trust                                                                                
5000 Birch Street                                                                      
Suite 5500                                                                             
Newport Beach, CA  92660                                                               

William J. McSherry, Jr.(9)       35,000(10)      20,000          15,000        N/A    
2 Summit Avenue                                                                        
Larchmont, NY  10538                                                                   

Ronald Messinger                  40,000          40,000           -0-          N/A    
c/o Concepts in Design                                                                 
212 North Sangamon                                                                     
Suite #1B                                                                              
Chicago, IL  60607                                                                     

Steven and Carol Reiss            20,000          20,000           -0-          N/A    
58 Reyam Road                                                                          
Lynbrook, NY  11563                                                                    

Martin Rothstein                  60,000          60,000           -0-          N/A    
400 East 56th Street                                                                   
New York, NY  10022                                                                    

Achyut Sahasra                    20,000          20,000           -0-          N/A    
410 West 1st Avenue                                                                    
Roselle, NJ  07067                                                                     

Robert P. Schmick                 70,000          70,000           -0-          N/A    
2540 Riva Road                                                                         
Annapolis, MD  21401                                                                   

Phillip D. Schwiebert(11)      1,361,360          80,000       1,281,360        8.5%   
1263 Echo Valley Drive                                                                 
San Jose, CA  95120                                                                    

Joseph Tesseo                     20,000(12)      20,000           -0-          N/A    

152 Flamingo Street                                                                    
Atlantic Beach, NY  11509                                                              

Totals                         5,619,928       1,311,656        4,308,272              
                               ---------       ---------        ---------              

-------------                                                                   

(1)  Assuming all shares being offered pursuant to this Prospectus are          
sold.                                                                 

(2)  If 1% or more.  Percentages are based upon there being 15,459,498          

- 12 -  

S-3 14th Page of 22 TOC 1st Previous Next ↓Bottom Just 14th
shares of Common Stock issued and outstanding as of June 1, 1996      
(after giving effect to the exercise of Series I and Series III       
Warrants contemplated hereby).                                        

(3)  This figure includes 15,000 shares issuable upon the exercise of           
Series III Warrants to purchase Common Stock at $.35 per share.       
Such Warrants are to be exercised prior to the effective date of the  
Company's Registration Statement of which this Prospectus is a part.  

(4)  This figure includes 15,000 shares issuable upon the exercise of           
Series III Warrants to purchase Common Stock at $.35 per share.       
Such Warrants are to be exercised prior to the effective date of the  
Company's Registration Statement of which this Prospectus is a part.  

(5)  This figure includes 18,473 shares issuable upon the exercise of           
7,360 Series I Warrants, each exercisable for the purchase of 2.51    
shares of Common Stock at a price of $1.80 per share.  Such Warrants  
are to be exercised prior to the effective date of the Company's      
Registration Statement of which this Prospectus is a part.            

(6)  This figure consists of 9,236 shares issuable upon the exercise of         
3,680 Series I Warrants, each exercisable for the purchase of 2.51    
shares of Common Stock at a price of $1.80 per share.  Such Warrants  
are to be exercised prior to the effective date of the Company's      
Registration Statement of which this Prospectus is a part.            

(7)  Gulfstream Financial Group, Inc. ("Gulfstream") is a private company       
of which Dominic A. Polimeni, Chairman, President and Chief           
Executive Officer of the Company, and Joan R. Gubitosi, the wife of   
Robert V. Gubitosi, a director of the Company, are executive          
officers and stockholders.  Mr. Polimeni and Mrs. Gubitosi share      
voting and investment power with respect to these shares.  Pursuant   
to a Management Advisory and Consulting Agreement, dated as of        
November 29, 1994, between the Company and Gulfstream, Gulfstream     
may be entitled to be awarded as incentive compensation warrants to   
purchase up to 10.0% of the Company's Common Stock outstanding at     

March 31, 1995 (for purposes of such calculation, the common stock    
outstanding at March 31, 1995 assumes the conversion of all           
outstanding warrants, options and preferred stock), at a price of     
$.10 per share, upon the attainment of certain earnings targets.      

(8)  This figure includes 36,947 shares issuable upon the exercise of           
14,720 Series I Warrants, each exercisable for the purchase of 2.51   
shares of Common Stock at a price of $1.80 per share.  Such Warrants  
are to be exercised prior to the effective date of the Company's      
Registration Statement of which this Prospectus is a part.            

(9)  Mr. McSherry is a director of the Company.                                 

(10) Includes Options to purchase 15,000 shares of Common Stock at $1.906       
per share granted pursuant to the 1994 Director Non-Qualified Stock   
Option Plan.                                                          

- 13 -  

S-3 15th Page of 22 TOC 1st Previous Next ↓Bottom Just 15th
(11) Mr. Schwiebert is the President and Chief Operating Officer of Quest       
Electronic Hardware, Inc., a wholly-owned subsidiary of the Company.  
Pursuant to an Employment Agreement, dated as of November 29, 1994,   
between Quest and Mr. Schwiebert, Mr. Schwiebert may be entitled to   
be awarded as incentive compensation warrants to purchase up to 5.0%  
of the Company's Common Stock outstanding at March 31, 1995 (for      
purposes of such calculation, the common stock outstanding at March   
31, 1995 assumes the conversion of all outstanding warrants, options  
and preferred stock), at a price of $.10 per share, upon the          
attainment of certain earnings targets.                               

(12) This figure includes 10,000 shares issuable upon the exercise of           
Series III Warrants to purchase Common Stock at $.35 per share.       
Such Warrants are to be exercised prior to the effective date of the  
Company's Registration Statement of which this Prospectus is a part.  

PLAN OF DISTRIBUTION  

  Any and all of the Securities registered hereby may be sold from time to
time to purchasers directly by the Selling Securityholders. Alternatively, the  
Selling Securityholders may from time to time sell the Securities through       
brokers, underwriters, dealers or agents, who may receive compensation in the   
form of underwriting discounts, concessions or commissions from the Selling     
Securityholders and/or the purchasers of Securities for whom they may act as    
agent. The Selling Securityholders and any such underwriters, dealers or agents 
that participate in the distribution of the Securities may be deemed to be      
underwriters, and any profit on the sale of Securities by them and any          
discounts, commissions or concessions received by any such underwriters, dealers
or agents might be deemed to be underwriting discounts and commissions under the
Securities Act of 1933, as amended (the "Securities Act"). The Selling          
Securityholders may also from time to time dispose of Securities pursuant to    
available exemptions under the Securities Act, including sales under Rule 144 to
the extent permitted under such rule. The Securities may be sold at varying     
prices determined at the time of sale or negotiated prices. Such prices will be 

determined by the Selling Securityholders, or by agreement between the Selling  
Securityholders and underwriters or dealers. The Securities issued in the March 
1995 private placement are being registered at the request of the Selling       
Securityholders. The remaining securities are being registered pursuant to      
certain "piggyback" registration rights of the holders of these shares.         

At the time a particular sale of Securities is made, to the extent    
required, a Prospectus Supplement will be prepared and distributed by the       
Company based on information provided by the Selling Securityholders of the     
Securities, which will set forth the number of dealers or agents, any discounts,
commissions or concessions allowed or paid to dealers, including the proposed   
selling price to the public.                                                    

     In order to comply with certain states' securities laws, if applicable, the
Securities will be sold in certain jurisdictions only through registered or     
licensed brokers or dealers. In addition, in certain states the Securities may  
not be sold unless the Securities have been registered or qualified for sale in 
such state or an exemption from registration or qualification is available and  
such sale is made in compliance with the exemption.                             

- 14 -  

S-3 16th Page of 22 TOC 1st Previous Next ↓Bottom Just 16th
    The Securities may not be sold until thirteen (13) months from the date of
this Prospectus, subject to earlier release at the sole discretion of Biltmore  
Securities, Inc. ("Biltmore") which acted as the placement agent with respect to
the March 1995 private placement. In other offerings involving similar          
restrictions, Biltmore has released such restrictions prior to the expiration of
the lock-up period and in some cases immediately after the effective date of the
Registration Statement.                                                         

DESCRIPTION OF SECURITIES 

Common Stock                                                                    

The Company is authorized to issue 50,000,000 shares of Common Stock, 
$0.0001 par value per share, of which 15,354,842 shares were issued and         
outstanding as of June 1, 1996. Upon the exercise of warrants contemplated under
this Prospectus, there will be 15,459,498 shares issued and outstanding.        

   Holders of Common Stock are entitled to receive, as, when and if declared
by the Board of Directors, from time to time, such dividends and other          
distributions in cash, stock or property of the Company out of assets or funds  
of the Company legally available therefor, subject to the rights of holders of  
preferred stock having a dividend preference over the Common Stock. The Company 
has not paid any dividends on its Common Stock to date. The Company anticipates 
that for the foreseeable future it will follow a policy of retaining earnings,  
if any, in order to finance the expansion and development of its business.      
Payment of dividends will depend upon the earnings, capital requirements and the
operating and financial condition of the Company, among other factors.          

    In the event of the liquidation, dissolution or winding up of the Company,
stockholders will be entitled to share ratably in the assets remaining after    

creditors and holders of preferred stock having a liquidation preference over   
the Common Stock have been paid in full.                                        

   Each share of Common Stock entitles the holder thereof to one (1) vote on
all matters submitted to stockholders. There are no preemptive, conversion,     
redemption or cumulative voting rights applicable to the Common Stock. The      
outstanding shares of the Common Stock are fully paid and non-assessable.       

     The transfer agent and registrar for the Company's Common Stock is American
Stock Transfer & Trust Company, New York, New York.                             

Preferred Stock                                                                 

  The Company is authorized to issue 10,000,000 shares of Preferred Stock,
par value $.01 per share. No shares of Preferred Stock are outstanding.         

- 15 -  

S-3 17th Page of 22 TOC 1st Previous Next ↓Bottom Just 17th
Series I Warrants                                                               

Each Series I Warrant entitles the registered holder to purchase 2.51 
shares of Common Stock at a price of $1.80 per share on or before July 1, 1996. 
Any warrant not exercised by that date will be null and void. As of June 1,     
1996, there were 25,760 Series I Warrants outstanding.                          

Series III Warrants                                                             

Each Series III Warrant entitles the registered holder to purchase one
share of Common Stock at a price of $.35 per share on or before November 14,    
2004. Any warrant not exercised by that date will be null and void. As of June  
1, 1996, there were 40,000 Series III Warrants outstanding.                     

LEGAL MATTERS 

     The legality of the Securities will be passed upon for the Company by Gould
& Wilkie.                                                                       

EXPERTS 

     The Company's Consolidated Financial Statements as of December 31, 1995 and
1994 and for the years then ended incorporated by reference in this Prospectus  
and the Registration Statement have been incorporated herein in reliance on the 
report of Mortenson and Associates, P.C., independent certified public          
accountants, given on the authority of such firm as experts in accounting and   
auditing.                                                                       

- 16 -  

S-3 18th Page of 22 TOC 1st Previous Next ↓Bottom Just 18th
PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS  

Item 14.     Other Expenses of Issuance and Distribution                        

  The estimated expenses of the registration of the Common Stock concerned
herein which are payable by the Registrant are as follows:                      

           SEC Registration Fee                $  650.00
           Legal Expenses                       5,000.00
           Miscellaneous Expenses               1,350.00
                                               ---------
                    Total                      $7,000.00

Item 15.     Indemnification of Directors and Officers                          

   The Company's Certificate of Incorporation and By-laws contain provisions
which reduce the potential personal liability of directors for certain monetary 
damages and provide for indemnity of directors and other persons. The Company is
unaware of any pending or threatened litigation against the Company or its      
directors that would result in any liability for which such director would seek 
indemnification or similar protection.                                          

  The provisions affecting personal liability do not abrogate a director's
fiduciary duty to the Company and its shareholders, but eliminate personal      
liability for monetary damages for breach of that duty. The provisions do not,  
however, eliminate or limit the liability of a director for failing to act in   
good faith, for engaging in intentional misconduct or knowingly violating a     
law, for authorizing the illegal payment of a dividend or repurchase of stock,  
for obtaining an improper personal benefit, for breaching a director's duty of  
loyalty (which is generally described as the duty not to engage in any trans-   
action which involves a conflict between the interests of the Company and those 
of the director) or for violations of the federal securities laws. The          
provisions also limit liability resulting from grossly negligent decisions      
including grossly negligent business decisions relating to attempts to change   
control of the Company.                                                         

The provisions regarding indemnification provide, in essence, that the
Company will indemnify its directors against expenses (including attorneys'     
fees), judgments, fines and amounts paid in settlement actually and reasonably  
incurred in connection with any action, suit or proceeding arising out of the   
director's status as a director of the Company, including actions brought by or 
on behalf of the Company (shareholder derivative actions). In the opinion of the
Securities and Exchange Commission, indemnification for liabilities arising     
under the Securities Act of 1933 is contrary to public policy and, therefore, is
unenforceable.                                                                  

   The Company also maintains directors and officers liability insurance for
the benefit of its officers and directors.                                      

-II-1-  

S-3 19th Page of 22 TOC 1st Previous Next ↓Bottom Just 19th
Item 16.     Exhibits                                                           

Exhibit No.                Description                                          

4.1   a.       Certificate of Incorporation of Judicate,                      
Inc. filed August 1, 1983*                      

b.       Certificate of Amendment of Judicate, Inc. filed         
September 29, 1983*                             

c.       Certificate of Amendment of Judicate, Inc. filed March   
20, 1985*                                       

d.       Certificate of Amendment of Judicate, Inc. filed June 5, 
1987*                                           

e.       Certificate of Amendment of Judicate, Inc. filed June 9, 
1989*                                           

f.       Certificate of Designation of Judicate, Inc. filed       
August 20, 1990*                                

g.       Certificate of Designation of Judicate, Inc. filed       
February 20, 1991*                              

h.       Certificate of Correction of Judicate, Inc. filed May    
17, 1991*                                       

i.       Certificate of Amendment of Judicate, Inc. filed         
December 20, 1993*                              

j.       Certificate of Designation of Judicate, Inc. filed       
December 22, 1993*                              

k.       Certificate of Amendment of Judicate, Inc. filed         
December 22, 1993*                              

l.       Certificate of Amendment of Judicate, Inc. filed July    
19, 1994*                                       

4.2            Certificate of Amendment of Judicate, Inc. filed April         
2, 1996**                                       

4.3            By-Laws of Questron Technology, Inc.*                          

4.4            Form of Series I Warrant Agreement***                          

4.5            Form of Series III Warrant Agreement****                       

5.0            Form of Opinion of Gould & Wilkie                              

23.1            Consent of Mortenson and Associates, P.C.                       

23.2            Consent of Gould & Wilkie (see Exhibit 5.0)                     

---------------                                                                 
*    Filed with Registration Statement on Form S-3, File No. 33-84222.          

**   Filed with Report on Form 10-KSB for the fiscal year ended December        

-II-2-  

S-3 20th Page of 22 TOC 1st Previous Next ↓Bottom Just 20th
31, 1995, File No. 0-13324.                                           

***  Filed with Report on Form 10-KSB for the fiscal year ended December        
31, 1993, File No. 0-13324.                                           

**** Filed with Report on Form 10-KSB for the fiscal year ended December        
31, 1994, File No. 0-13324.                                           

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 to include material information
                   with respect to the plan of distribution not previously
                   disclosed in the registration statement or any material
          change to such information in the registration
statement.                          

          (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.              

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

     (b) The undersigned hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's 
annual report pursuant to Section 13(a) or Section 15(d) of the Securities      
Exchange Act of 1934 that is incorporated by reference into the registration    
statement shall be deemed to be a new registration statement relating to the    
securities offered therein, and the offering of such securities at that time    
shall be deemed to be the initial bona fide offering thereof.                   

(c) Insofar as indemnification for liabilities arising under the  
Securities Act of 1933 may be permitted to directors, officers and controlling  
persons of the registrant pursuant to the foregoing provisions, or otherwise,   
the registrant has been advised that in the opinion of the Securities and       
Exchange Commission such indemnification is against public policy as expressed  
in the Act and is, therefore, unenforceable. In the event that a claim for      
indemnification against 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 Act and will be governed by the final 
adjudication of such issue.                                                     

-II-3-  

S-3 21st Page of 22 TOC 1st Previous Next ↓Bottom Just 21st
SIGNATURES  

Pursuant to the requirements of the Securities Act of 1933, the   
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly         
authorized in the City of Boca Raton, State of Florida on June 27, 1996.        

                                     QUESTRON TECHNOLOGY, INC.

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

Pursuant to the requirements of the Securities Act of 1933, this  
registration statement has been signed by the following persons in the          
capacities and on the dates indicated.                                          

Signature                  Title                        Date      
---------                  -----                        ----      

/s/DOMINIC A. POLIMENI       Chairman, President,           June 27, 1996       
------------------------     Chief Executive Officer                            
Dominic A. Polimeni          and Director (Principal                            
Executive Officer)    

/s/MILTON M. ADLER           Treasurer, Secretary,          June 27, 1996       
------------------------     Controller and Director                            
Milton M. Adler              (Principal Financial and                           
Accounting Officer)   

/s/ROBERT V. GUBITOSI        Director                       June 27, 1996       
--------------------------                                                      
Robert V. Gubitosi                                                              

/s/MITCHELL HYMOWITZ         Director                       June 27, 1996       
--------------------------                                                      
Mitchell Hymowitz                                                               

/s/WILLIAM J. McSHERRY, JR   Director                       June 27, 1996       
--------------------------                                                      
William J. McSherry, Jr.                                                        

S-3 Last Page of 22 TOC 1st Previous Next ↓Bottom Just 22nd
EXHIBIT INDEX 

                                                                    Sequentially
Exhibit No.       Description                                      Numbered Page
-----------       -----------                                      -------------

4.1      a.   Certificate of Incorporation filed August 1, 1983*        

 b.   Certificate of Amendment filed September 29, 1983*

c.   Certificate of Amendment filed March 20, 1985*   

d.   Certificate of Amendment filed June 5, 1987*     

e.   Certificate of Amendment filed June 9, 1989*     

f.   Certificate of Designation filed August 20, 1990*

  g.   Certificate of Designation filed February 20, 1991*

h.   Certificate of Correction filed May 17, 1991*    

i.   Certificate of Amendment filed December 20, 1993*

  j.   Certificate of Designation filed December 22, 1993*

k.   Certificate of Amendment filed December 22, 1993*

l.   Certificate of Amendment filed July 19, 1994*    

4.2           Certificate of Amendment filed April 2, 1996**            

4.3           By-Laws*                                                  

4.4           Form of Series I Warrant Agreement***                     

4.5           Form of Series III Warrant Agreement****                  

5.0           Form of Opinion of Gould & Wilkie                         

23.1          Consent of Mortenson and Associates, P.C.                 

23.2          Consent of Gould & Wilkie (see Exhibit 5.0)               

-------------                                                                   
*    Filed with Registration Statement on Form S-3, File No. 33-84222.          

**   Filed with Report on Form 10-KSB for the fiscal year ended December 31,    
1995, File No. 0-13324.                                               

***  Filed with Report on Form 10-KSB for the fiscal year ended December 31,    

1993, File No. 0-13324.                                               

**** Filed with Report on Form 10-KSB for the fiscal year ended December 31,    
1994, File No. 0-13324.

S-3	1st Page of 22	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

S-3	2nd Page of 22	TOC	1st	Previous	Next	↓Bottom	Just 2nd

S-3	3rd Page of 22	TOC	1st	Previous	Next	↓Bottom	Just 3rd

S-3	4th Page of 22	TOC	1st	Previous	Next	↓Bottom	Just 4th

S-3	5th Page of 22	TOC	1st	Previous	Next	↓Bottom	Just 5th

S-3	6th Page of 22	TOC	1st	Previous	Next	↓Bottom	Just 6th

S-3	7th Page of 22	TOC	1st	Previous	Next	↓Bottom	Just 7th

S-3	8th Page of 22	TOC	1st	Previous	Next	↓Bottom	Just 8th

S-3	9th Page of 22	TOC	1st	Previous	Next	↓Bottom	Just 9th

S-3	10th Page of 22	TOC	1st	Previous	Next	↓Bottom	Just 10th

S-3	11th Page of 22	TOC	1st	Previous	Next	↓Bottom	Just 11th

S-3	12th Page of 22	TOC	1st	Previous	Next	↓Bottom	Just 12th

S-3	13th Page of 22	TOC	1st	Previous	Next	↓Bottom	Just 13th

S-3	14th Page of 22	TOC	1st	Previous	Next	↓Bottom	Just 14th

S-3	15th Page of 22	TOC	1st	Previous	Next	↓Bottom	Just 15th

S-3	16th Page of 22	TOC	1st	Previous	Next	↓Bottom	Just 16th

S-3	17th Page of 22	TOC	1st	Previous	Next	↓Bottom	Just 17th

S-3	18th Page of 22	TOC	1st	Previous	Next	↓Bottom	Just 18th

S-3	19th Page of 22	TOC	1st	Previous	Next	↓Bottom	Just 19th

S-3	20th Page of 22	TOC	1st	Previous	Next	↓Bottom	Just 20th

S-3	21st Page of 22	TOC	1st	Previous	Next	↓Bottom	Just 21st

S-3	Last Page of 22	TOC	1st	Previous	Next	↓Bottom	Just 22nd

Dates Referenced Herein and Documents Incorporated by Reference

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

	2/7/06	7
	11/14/04	17
	7/15/96	6
	7/1/96	17
Filed on:	6/28/96
	6/27/96	2	21
	6/26/96	2	3
	6/25/96	1
	6/1/96	7	17
	4/2/96	19	22
	3/31/96	4		10QSB
	12/31/95	4	22	10KSB, NT 10-K
	12/22/95	10
	9/27/95	10
	7/10/95	7
	6/22/95	6
	6/6/95	6
	5/22/95	6
	3/31/95	8	15	10QSB/A
	12/31/94	17	22	10KSB/A
	11/29/94	14	15
	7/19/94	19	22
	12/31/93	20	22
	12/22/93	19	22
	12/20/93	19	22
				List all Filings

↑Top

Filing Submission 0000889812-96-000774 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Questron Technology Inc – ‘S-3’ on 6/28/96

As of: Friday, 6/28/96 · Accession #: 889812-96-774 · File #: 333-07049

Previous ‘S-3’: ‘S-3/A’ on 11/15/95 · Next: ‘S-3/A’ on 8/2/96 · Latest: ‘S-3’ on 4/21/00

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

S-3 — Registration StatementDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

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

S-3 — Registration Statement
Document Table of Contents