Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3 Applied Cellular Technology, Inc. Form S-3 19± 89K
2: EX-5 Consent and Opinion of Jody M. Walker, Attorney at 1 6K
Law
2
As filed with the Securities and Exchange Commission on December 2, 1996
Commission File Number #33-79678
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
APPLIED CELLULAR TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Missouri 43-1641533
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
James River Professional Center Highway 160 & CC, Suite 3
P.O. Box 2067 Nixa, Missouri 65714
Telephone: 417-725-9888
(Address and telephone number of registrant's principal executive offices and
principal place of business.)
Richard J. Sullivan
James River Professional Center Highway 160 & CC, Suite 3
P.O. Box 2067 Nixa, Missouri 65714
Telephone: 417-725-9888
(Name, address and telephone number of agent for service.)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of the 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
133, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: | x |
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 made pursuant to Rule 434, please
check the following box. [ ]
CALCULATION OF REGISTRATION FEE
[Download Table]
Title of each Proposed Proposed Amount of
class of Amount to be offering aggregate registration
securities registered price offering price feeF1
Common Stock
$.001 par valueF2 3,185,371 $6.00 19,112,226 $ 6,590.42
Common Stock F3 350,000 $4.75 1,662,500 573.28
Common Stock F4 450,000 $2.87 1,291,500 445.34
Common Stock F5 200,000 $5.35 1,070,000 368.97
Common Stock F6 250,000 $5.31 1,327,500 457.76
Common Stock F7 125,000 $5.35 668,750 230.60
Common Stock F8 1,000,000 $5.31 5,310,000 1,831.03
Total 5,543,467 30,442,476 10,497.40
========= ========== =========
[FN]
F1Represents 1/29 of 1% of the average of the bid and asked price as of the
Shares of common stock issuable being registered in accordance with Reg.
Section230.457(c).
F2Includes 3,185,371 Common Stock being registered hereunder on behalf of the
Selling Securityholders.
F3Represents Common Stock to be issued upon exercise of the Class H Warrants
(350,000) on behalf of Selling Securityholders.
F4Represents Common Stock to be issued upon exercise of the Class I Warrants
(450,000) on behalf of Selling Securityholders.
F5Represents Common Stock to be issued upon exercise of the Class J Warrants
(200,000) on behalf of Selling Securityholders.
F6Represents Common Stock to be issued upon exercise of the Class K Warrants
(250,000) on behalf of Selling Securityholders.
F7Represents Common Stock to be issued upon exercise of the Class L Warrants
(125,000) on behalf of Selling Securityholders.
F8Represents Common Stock to be issued upon exercise of the Class M Warrants
(1,000,000) on behalf of Selling Securityholders.
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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.
[Download Table]
APPLIED CELLULAR TECHNOLOGY, INC.
Cross Reference Sheet between Items of Form S-1
and Prospectus Pursuant to 501(b) of Regulation S-K.
Items in Form S-1 Location in Prospectus
1. Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus Outside Front Cover Page.
2. Inside Front and outside Back Inside Front Cover Page;
Cover Pages of Prospectus Outside Back Cover Page;
3. Summary Information & Risk Factors Prospectus Summary;
Risk Factors.
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Selling Security Holders
8. Plan of Distribution inside Front Cover Page;
Prospectus Summary
9. Description of Common Stock Outside Front Cover Page
to be Registered Prospectus Summary;
10. Interest of Named Experts Interest of Named Experts
and Counsel and Counsel.
11. Information with Respect to Prospectus Summary, Recent
the Registrant Events, Market Information
of Common Shares
12. Statement as to Indemnification Indemnification.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith file reports
and other information with the Securities and Exchange Commission.
The reports and other information filed by the Company can be inspected
and copied at the public reference facilities maintained by the Commission
in Washington, D.C. and at the Chicago Regional Office, Northwestern
Atrium Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois
60621-2511 and the New York Regional Office, 7 World Trade Center, New
York, New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission, Washington, D.C. 20549 at
prescribed rates.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are hereby incorporated in this Prospectus by
reference.
1. The Company's Annual Report on Form 10-KSB for the year ended December
31, 1995, filed pursuant to the 1934 Act.
2. The Company'x Quarterly Report on Form 10-Q for the quarter September
30, 1996, filed pursuant to the 1934 Act.
All other documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering shall be deemed to be incorporated by reference in
this Prospectus. This Prospectus does not contain all information set forth
in the Registration Statement and Exhibits thereto which the Company has filed
with the Commission and to which reference is hereby made.
The Company hereby undertakes to provide without charge to eac person to whom
a copy of this Prespectus has been delivered, upon the written or oral request
of such person, a copy of any or all of the documents refered to above which
have been or may be incorporated in this Prospectus by reference, other than
exhibits to such documents. Requests for such copies should be directed to
Applied Cellular Technology, Inc., James River Professional Center, Highway
160 & CC, Nixa, Missouri 65714.
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information, financial statements and notes to the financial statements
including the notes thereto appearing elsewhere in this Prospectus.
[Download Table]
THE COMPANY. The Company was originally incorporated in
1988 under the name of Axcom Computer
Consultants ("Axcom") and operated as a
custom programming and systems house. In
May, 1993, the Company was acquired by
Great Bay Technology, Inc. for the purpose
of focusing the Company on marketing and
sales of emerging cellular data
technology hardware and proprietary software
focused on the vertical markets of wholesale
distribution, manufacturing and health care.
The name was subsequently changed to Axcom
Information Technology, Inc. on May 27, 1993
and then changed again in April, 1994 to
Applied Cellular Technology, Inc.
The subsequent references to the Company refer
to the parent company only on matters prior to
November of 1994. Thereafter, any references to
the Company include the Company and its acquired
subsidiaries (TechTools, Inc. as of November, 1994,
Atlantic Systems, Inc. as of August, 1995 and
Elite Computer Services as of September, 1995.)
In November, 1994, the Company formed a subsidiary,
Kedwell International, Inc. by issuing 180,000
shares of its $.001 par value common stock. The
subsidiary purchased software in exchange for its
180,000 shares of the Company's common stock valued
at $5.00 per share and for the issuance of 120,000
Class E Warrants of the Company. In August 1995,
the Class E Warrants were redeemed for 120,000
common shares of the Company. The name of the
subsidiary was subsequently changed to TechTools,
Inc. in early 1995.
During 1994, the Company acquired 570,712 shares of
Cadkey, Inc., a software technology company, in
exchange for 456,570 shares of its common stock,
resulting in a 29% investment in this corporation.
Pursuant to the original Articles of Incorporation,
the Company has the authority to issue an aggregate
of Ten Million (10,000,000) common shares, par
value $1.00 per common share. In April, 1994, an
amendment to the Articles of Incorporation changed
the par value to $.001 per common share. The
Company also has the authority to issue 20,000
shares of redeemable Preferred Stock, par value
$10.00.
The Company owns no real property and leases all of
its facilities. The Company's executive offices of
approximately 2,000 square feet are located at
James River Professional Center, Suites 2 & 3,
Highway 160 & CC, Nixa, Missouri 65802. Telephone
Number (417) 725-9888. The Company's lease is
for a term of one year beginning on July 31, 1995
at a monthly rate of $500 per month.
The Company is a software development and services
company which integrates the technologies of Client
-Server Computing; Object Oriented Programming;
Automated Data Collection Systems utilizing spread
spectrum cellular communications and auto-
identification technologies; inter-processor and
inter-process communications using LU6.2, TCP/IP,
RJE and proprietary asynchronous and synchronous
protocols and Micro-Cellular Radio Frequency Data
Networks. However, to date, revenues have been
derived primarily from the sales and distribution
of third party hardware and software.
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THE OFFERING.
Common Shares outstanding
prior to Offering 5,484,452
Common Shares to be outstanding
after Offering 5,424,452
Percentage of Common Shares
to be owned by present
shareholders after Offering 100.00%
Gross Proceeds After Offering 0.00*
*Does not include any proceeds which may be received upon the exercise of the
Warrants.
USE OF PROCEEDS. This Prospectus relates to securities
being registered on behalf of selling
security holders and the Company will
not receive any cash or other proceeds in
connection with the subsequent sale.
Any proceeds received from the subsequent
exercise of the Class H, I, J, K, L and
M Warrants shall be used for continual
development of acquired companies, for future
acquisitions of related companies and assets
and for working capital over the next
twelve months
Certain Factors
to be Considered See "Risk Factors."
Absence of Dividends;
Dividend Policy The Company does not currently intend to pay
regular cash dividends on its Common Stock;
such policy will be review by the Company's
Board of Directors from time to time in light
of, among other things, the Company's earnings
and financial position. See "Risk Factors."
Transfer Agent Florida Atlantic Stock Transfer, Inc. is the
Transfer Agent for the Company's securities.
RISK FACTORS
In analyzing this offering, prospective investors should read this entire
Prospectus and carefully consider, among other things, the following Risk
Factors:
UNCERTAINTY OF FUTURE FINANCIAL RESULTS. The Company has
experienced
accumulated losses from operations to date and future financial results are
uncertain. As such, there can be no assurance that the Company can be
operated in a profitable manner. Profitability depends upon many factors,
including the success of the Company's marketing program, the maintenance or
reduction of expense levels and the success of the Company's business
activities. To date, the Company has accumulated losses from operations as of
December 31, 1994 of $(487,760), as of December 31, 1995 of $(308,400) and as
of September 30, 1996 of $(1,632). Lacking future profitable operations, the
Company will require additional capital. Even if the Company obtains future
financing or revenues to expand operations, increased rental expense for new
facilities would adversely affect liquidity of the Company. See "Financial
Statements."
FUTURE SALES OF AND MARKET FOR THE SHARES. Upon successful completion
of the
Offering of Common Shares herein the Company will have 5,484,452 Common Shares
outstanding, of which 5,297,452 Common Shares will be freely tradable without
restriction or further registration under the Securities Act of 1933 (the
"Securities Act"). No assurance can be given that the availability of such
Common Shares for sale will not have an adverse impact on the market price of
the Company's Common Shares. Prior to this Offering, there has been a limited
public market for the securities of this Company. Management of the Company
cannot predict to what extent a secondary market in the Shares will continue
to develop and provide liquidity for holders of the Common Shares. See
"Market Information On Common Shares."
RISKS ASSOCIATED WITH ACQUISITIONS. A major part of the Company's plan
of
operations is to acquire businesses within similar industries that have a
history of profitable operations. These acquired companies may have working
capital needs which may have a negative effect on the cash flow of the
Company. There can be no assurance that an acquired company will continue to
have profitable operations. When acquiring only certain assets of a Company,
there is a risk that important vendors may be overlooked or eliminated. Also,
unknown obligations may exist as well as litigation risks that may not have
been disclosed. The Company will attempt to retain current management to
minimize the risks. See "Recent Events."
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COMPETITION. The Company currently competes in the areas of route accounting
systems, warehouse management systems, manufacturing shop floor control
systems and custom data collection applications. The competitive advantage
in the areas of route accounting systems, warehouse management systems and
manufacturing shop floor control systems depends on the features of the
systems offered, price, performance and reliability of the hardware components
of the systems, services and reputation of the companies. These markets are
highly competitive and the Company has no specific advantage as to price,
features, performance and reliability or reputation.
DEPENDENCE ON KEY INDIVIDUALS. The future success of the Company is
highly
dependent upon the Company's ability to attract and retain qualified key
employees. The inability to obtain and employ these individuals would have a
serious effect upon the business of the Company.
LACK OF DIVIDENDS. There can be no assurance that the continued operations of
the Company will result in any revenues or will be profitable. At the present
time, the Company intends to use any earnings which may be generated to
finance the growth of the Company's business. Accordingly, while payment of
dividends rests within the discretion of the Board of Directors, the Company
does not presently intend to pay dividends and there can be no assurance that
dividends will ever be paid.
VULNERABILITY TO FLUCTUATIONS IN ECONOMY. Demand for the Company's
proposed
products is dependent on, among other things, general economic conditions
which are cyclical in nature. Prolonged recessionary periods may be damaging
to the Company.
EXPERIENCE OF OFFICERS AND POTENTIAL CONFLICTS OF INTERESTS.
The financial
success of the Company is dependent upon the management expertise, judgment
and experience of its officers. The death, disability or resignation of such
officers may adversely affect the financial performance of the Company. The
Company intends to apply for key man life insurance of Garrett Sullivan. The
Company currently carries $500,000 of term insurance on Gary Gray, divisional
president and Andrew Werdeman, Programming Manager. The officers and
directors have the exclusive authority to manage and control and make all
decisions regarding the business and affairs of the Company. Mr. Garrett
Sullivan devotes all of his time to the affairs of the Company. Mr. Richard
Sullivan spends as much time as deemed necessary on the corporate business
affairs (estimated to be approximately 25% of his time) but is not required
nor expected to devote his entire time or efforts to the Company's business
and affairs.
Some of the officers and directors of the Company are currently principals of
other businesses. Although none of the officers and directors are principals
of competing business, the officers and directors use their best efforts to
resolve equitably any time conflicts that might result from acting as
principals for a number of businesses, but there can be no assurance that such
other activities will not interfere with the officers' and directors' ability
to discharge their obligations herein.
BENEFIT TO MANAGEMENT. The current officers and directors have received
compensation and common shares for their services which were not below market
rate. Additionally, the Company will, in the future, compensate the
Company's management with market rate salaries and other benefits. Those
officers actively involved in the operations of the Company have received
market rate compensation. Although the Company intends to reserve 2,000,000
Common Shares for issuance pursuant to a stock option plan not yet
implemented, the Company has not yet developed a formal compensation plan for
officers and directors and is not expected to do so until the first quarter of
1997. Even though no compensation plan has been proposed or agreed upon, the
payment of future salaries, and the costs of these benefits may be a burden on
the Company.
RECENT EVENTS
In February, 1996, the Company issued 33,494 shares of its common stock in
exchange for software and certain other related assets and liabilities of
Quality Solutions, Inc.
In March 1996, the Company acquired 80% of Burling Instruments, Inc., in
exchange for 9,000 shares of 8% redeemable preferred stock at 4100 per share
of Applied Cellular Technology, Inc. for a total value of $900,000. The
redeemable preferred shares were issued in August 1996.
On September 23, 1996, the Company issued 295,115 shares of its common stock
at $4,75 per share to the 12 shareholders of Cra-Tek Company in exchange for
an amount of common shares equal to 80.1% of the total outstanding common
shares of Cra-Tek Company. Cra-Tek Company provides electrical contracting
services primarily on industrial projects. It also manufactures custom
electronic and electrical control panels. Cra-Tek Company office is located
in California with customers throughout the United States and Europe.
In September 1996, the Company formed a subsidiary, ACT Communications, Inc.
The subsidiary purchased 100% of Advanced Telecom Holdings, Inc. in exchange
for 1,618,180 shares of the Company's common stock, 100,000 shares of 8%
redeemable preferred stock of the Company and warrants evidencing the right to
purchase 1,000,000 shares of the Company's common stock. Advanced Telecome
Holdings, Inc. is engaged in the selling, installation and servicing of
communications equipment in the Mid Atlantic region.
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In November, 1996, the Company acquired all of the common stock of Universal
Commodities Corp., ("UCC") a company engaged in the business of selling used
computers and computer parts in exchange for common shares of the Company.
At the Closing, Marc Sherman, sole shareholder of UCC received 581,818 shares
of restricted common stock of the Company which had a value of $3,200,000 as
of the valuation dates based on the average closing bid price for such shares
on the valuation date; and
Upon the first anniversary of the date of the agreement, Marc Sherman shall
receive such amount of shares of restricted common stock of the Company (which
are subject to the registration rights) which have a value of $800,000 as of
the valuation dates based on the average closing bid price for such shares on
the valuation dates plus 5% interest on such amount accruing from the
valuation dates until the first anniversary of the agreement, if UCC's
financial statements reflect that UCC has earnings before income tax ("EBIT")
equal to at least $800,000 for such period. If, upon such first anniversary
of the date of the agreement, EBIT of UCC is less than $800,000, the Company
shall not be obligated to pay Marc Sherman any further amounts. Any earnings
attributable to entities obtained through acquisitions made by UCC or by the
Company on behalf of or for the benefit of UCC between the date of the
agreement and the first anniversary of such date shall be used to calculate
the EBIT of UCC. Intercompany charges or management fees (except reasonable
charges for working capital infusions) shall not be factored into the
calculation of EBIT of UCC.
If, on the effective date of this Registration Statement for the 581,818
shares of Company's common stock, the average closing bid price of such
shares decreased by more than 5% from the closing bid price on the valuation
dates, the Company agreed to issue additional common shares to Marc Sherman to
equal the $3,200,000 value as of the valuation dates.
SOURCE AND USE OF PROCEEDS
Securities are also being registered on behalf of the selling securityholders
and the Company will not receive any cash or other proceeds in connection with
the subsequent sale. Any proceeds, if any, received upon the exercise of the
Warrants shall be utilized for continual development of acquired companies
(30% of any funds received), for future acquisitions of related companies and
assets (60% of any funds received) and for working capital (10% of any funds
received) over the next twelve months. The amount of proceeds which may be
received from the exercise of the Warrants is uncertain and no actual amounts
which will be attributed to the use of proceeds can be determined.
SELLING SECURITY HOLDERS
The Company shall register pursuant to this prospectus 3,168,467 Common Shares
currently outstanding for the account of the following individuals or
entities. The percentage owned prior to and after the offering reflects all
of the then outstanding common shares. The amount and percentage owned after
the offering assumes the sale of all of the Common Shares being registered on
behalf of the selling shareholders.
[Enlarge/Download Table]
Name and Amount Total Number of Percentage Owned Amount Owned
Percentage Owned
Being registered Shares prior to Offering After Offering after Offering
<x>
Vern Anderson - 10,000 10,000 .18% 0 0%
Scott Axon - 17,743 17,743 .32% 0 0%
Arthur Badillo 2,500 2,500 .05% 0 0%
Baraban Securities - 10,666 10,666 .19% 0 0%
Clinton Clark - 5,000 5,000 .09% 0 0%
Bill Doran, - 1,316 1,462 .03% 146 .003%
Eric Eisenberg - 1,650 1,650 .03% 0 0%
Gary GrayF1 - 543 543 .01% 0 0%
Great Bay Technology,Inc.F2
-303,127 528,127 9.63% 225,000 4.10%
Hot Stop - 2,635 2,928 .05% 293 .01%
David Jackson - 2,000 2,000 .04% 0 0%
Rudolf Kunzli - 200,000 658,579 12.01% 456,579 8.32%
Mainstream Consultants
- 3,000 3,000 .05% 0 0%
Maple Business Consultants
- 12,126 12,126 .22% 0 0%
Lance McIntosh - 18,000 38,000 .69% 20,000 .36%
North American Corp. Con
- 27,000 27,000 .49% 0 0%
Dan Penni - 11,765 31,765 .58% 20,000 .36%
Robert Pittenger - 1,000 1,000 .02% 0 0%
Pratt, Wylce & Lords, Ltd.
- 2,502 12,502 .23% 10,000 .18%
Quality Solutions - 33,494 33,494 .61% 0 0%
Reovest - 1,363 1,363 .02% 0 0%
Mike Schlkar - 5,000 5,000 .09% 0 0%
Beat Walther - 986 986 .02% 0 0%
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Bill Husa - 16,842 16,842 .31% 0 0%
Andrew Lagomarsino - 3,571 3,571 .07% 0 0%
Ross A. Johnson & Sandra D.
- 7,143 7,143 .13% 0 0%
Theresa A. Fischer - 6,973 6,973 .13% 0 0%
John Guerra - 35, 715 35,715 .65% 0 0%
Craig W. Nelson - 151,000 151,000 2.75% 0 0%
Amy Y.C. Wong Chin - 7,143 7,143 .13% 0 0$
Christopher & Phyllis Bartosh
- 3,571 3,571 .07% 0 0$
Richared & Marie Kagimoto,
Trustees of Richard &
Marie Kagimoto Family Trust,
dated 3/9/87 - 34,865 34,865 .64% 0 0%
Candice Alexander - 2,721 2,721 .05% 0 0%
Robert J.& Helen Smotherman
- 14,286 14,286 .26% 0 0%
The Trust of Rigoverto Felix,
dated 11/4/94, Rigoverto
Felix, Trustee - 18,904 18,904 .34% 0 0%
Mary Agcaoili - 2,000 2,000 .04% 0 0%
Anthony M. Felix - 1,000 1,000 .02% 0 0%
Anthony M. Felix, Custodian
FBO Malina D. Felix - 1,000 1,000 .02% 0 0%
Maria Felix - 1,000 1,000 .02% 0 0%
Christopher R. Felix - 1,000 1,000 .02% 0 0%
Nicholas A. Felix - 1,000 1,000 .02% 0 0%
Mary Agcaoili, Custodian,
FBO Alexandra M. Felix
- 1,000 1,000 .02% 0 0%
Lou UnKlees - 1,223 1,223 .02% 0 0%
The Bruce Reale Trust
dated 8/1/90, Bruce &
Margaret Reale, Co-Trustees
- 776,726 776,726 14.16% 0 0%
Capital Alliance Corporation
- 64,728 64,728 1.18% 0 0%
Vincent A. & Kim N. Lo Castro
- 776,726 776,726 14.16% 0 0%
Marc Sherman - 581,818 581,818 10.61% 0 0%
[FN]
F1Mr. Gray is currently a divisional president of the Company. Mr. Gray was
previously a director of the Company. Does not include any Common Shares
which may be issued upon exercise of Warrants.
F2Owned by Angela, Stephanie and Richard Sullivan. Mr. Sullivan is a director
of the Company. Does not include any Common Shares which may be issued upon
exercise of Warrants.
The Company shall register pursuant to this prospectus 1,000,000 Common Shares
to be issued upon the exercise of the Class M Warrants currently outstanding
for the account of the following individuals or entities. The percentage
owned prior to and after the offering reflects all of the then outstanding M
warrants. The amount and percentage owned after the offering assumes the sale
of all of the Common Shares to be issued upon the exercise of the Class M
Warrants being registered on behalf of the selling security holders.
[Enlarge/Download Table]
Total Number of Percentage Total number of Percentage of
Name and Amount class M warrants Owned of Class M Warrants common shares
common shares
Being Registered Prior to Offering Owned prior to Offering Owned After Offering
owned after
(assuming exercise) Offering
(assuming exercise)
Bruce Reale Trust
- 480,000 480,000 48% 0 0%
Vincent & Kim Lo Castro
- 480,000 480,000 48% 0 0%
Capital Alliance Corporation
- 40,000 40,000 4% 0 0%
The Company shall register pursuant to this prospectus 450,000 Common Shares
to be issued upon the exercise of the Class I Warrants currently outstanding
for the account of the following individuals or entities. The percentage
owned prior to and after the offering reflects all of the then outstanding I
Warrants. The amount and percentage owned after the offering assumes the sale
of all of the Common Shares to be issued upon the exercise of the
Warrants being registered on behalf of the selling security holders.
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[Enlarge/Download Table]
Total Number of Percentage Total number of Percentage of
Name and Amount class I warrants Owned of Class I Warrants common shares
common shares
Being Registered Prior to Offering Owned prior to Offering Owned After Offering
owned after
(assuming exercise) Offering
(assuming exercise)
Great Bay Technology,
Inc.F1 - 300,000 300,000 66.67% 0 0%
Garrett SullivanF2
- 100,000 100,000 22.22% 0 0%
Gary GrayF3 - 50,000 50,000 11.11% 0 0%
[FN]
F1Owned by Angela, Stephanie and Richard Sullivan. Mr. Sullivan is a director
of the Company.
F2Garrett Sullivan is currently president and a director of the Company.
F3Mr. Gray is currently a divisional president and was previously a director
of the Company.
The Company shall register pursuant to this prospectus 200,000 Common Shares
to be issued upon the exercise of the Class J Warrants currently outstanding
for the account of the following individuals or entities. The percentage
owned prior to and after the offering reflects all of the then outstanding J
Warrants. The amount and percentage owned after the offering assumes the sale
of all of the Common Shares to be issued upon the exercise of the Class J
Warrants being registered on behalf of the selling security holders.
[Enlarge/Download Table]
Total Number of Percentage Total number of Percentage of
Name and Amount class J warrants Owned of Class J Warrants common shares
common shares
Being Registered Prior to Offering Owned prior to Offering Owned After Offering
owned after
(assuming exercise) Offering
(assuming exercise)
Dominick & Dominick
or assigns - 200,000 200,000 100% 0 0%
The Company shall register pursuant to this prospectus 250,000 Common Shares
to be issued upon the exercise of the Class K Warrants currently outstanding
for the account of the following individuals or entities. The percentage
owned prior to and after the offering reflects all of the then outstanding K
warrants. The amount and percentage owned after the offering assumes the sale
of all of the Common Shares to be issued upon the exercise of the Class K
Warrants being registered on behalf of the selling security holders.
[Enlarge/Download Table]
Total Number of Percentage Total number of Percentage of
Name and Amount class K warrants Owned of Class K Warrants common shares
common shares
Being Registered Prior to Offering Owned prior to Offering Owned After Offering
owned after
(assuming exercise) Offering
(assuming exercise)
Great Bay Technology,
Inc.F1 - 150,000 150,000 100% 0 0%
[FN]
F1Owned by Angela, Stephanie and Richard Sullivan. Mr. Sullivan is a
director of the Company.
The Company shall register pursuant to this prospectus 125,000 Common Shares
to be issued upon the exercise of the Class L Warrants currently outstanding
for the account of the following individuals or entities. The percentage
owned prior to and after the offering reflects all of the then outstanding
Class L Warrants. The amount and percentage owned after the offering assumes
the sale of all of the Common Shares to be issued upon the exercise of the
Class L Warrants being registered on behalf of the selling security holders.
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[Enlarge/Download Table]
Total Number of Percentage Total number of Percentage of
Name and Amount class L warrants Owned of Class L Warrants common shares
common shares
Being Registered Prior to Offering Owned prior to Offering Owned After Offering
owned after
(assuming exercise) Offering
(assuming exercise)
Lokken, Chestnut &
Cape or assigns
- 125,000 125,000 100% 0 0%
The Company shall register pursuant to this prospectus 350,000 Common Shares
to be issued upon the exercise of the Class H Warrants currently outstanding
for the account of the following individuals or entities. The percentage
owned prior to and after the offering reflects all of the then outstanding H
warrants. The amount and percentage owned after the offering assumes the sale
of all of the Common Shares to be issued upon the exercise of the Class H
Warrants being registered on behalf of the selling security holders.
[Enlarge/Download Table]
Total Number of Percentage Total number of Percentage of
Name and Amount class H warrants Owned of Class H Warrants common shares
common shares
Being Registered Prior to Offering Owned prior to Offering Owned After Offering
owned after
(assuming exercise) Offering
(assuming exercise)
Great Bay Technology,
Inc.F1 - 300,000 300,000 85.71% 0 0%
Gary GrayF2 - 50,000 50,000 14.29% 0 0%
[FN]
F1Owned by Angela, Stephanie and Richard Sullivan. Mr. Sullivan is a director
of the Company.
F2Mr. Gray is currently a divisional president and was previously a director
of the Company.
PLAN OF DISTRIBUTION
The Company is not offering any of the Common Shares of the selling Security
holders on their behalf. The Company shall not receive any proceeds from the
sale of the Common Shares being registered on behalf of the selling security
holders.
INTERESTS OF NAMED
EXPERTS AND COUNSEL
None of the experts or counsel named in the Prospectus are affiliated with the
Company.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Other expenses in connection with this offering which will be paid by
Applied Cellular Technologies, Inc. (hereinafter in this Part II referred to
as the "Corporation") are estimated to be substantially as follows:
[Download Table]
Amount
Payable
Item By Corporation
S.E.C. Registration Fees $10,497.40
State Securities Laws (Blue Sky) Fees and Expenses 500.00
Printing and Engraving Fees 1,500.00
Legal Fees 7,000.00
Accounting Fees and Expenses 5,500.00
Transfer Agent's Fees 500.00
Total $25,497.40
11
Item 15. Indemnification of Officers and Directors.
The By-laws of the Corporation provides that a director of the registrant
shall have no personal liability to the Registrant or its stockholders for
monetary damages for breach of a fiduciary duty as a director, except for
liability (a) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (b) for acts and omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, and (c)
pursuant to Missouri law for any transaction form which the director derived
an improper personal benefit. Registrant's By-laws exculpates and indemnifies
the directors, officers, employees, and agents of the registrant from and
against certain liabilities. Further the By-laws also provides that the
Registrant shall indemnify to the full extent permitted under Missouri law any
director, officer employee or agent of Registrant who has served as a
director, officer, employee or agent or the Registrant or, at the Registrant's
request, has served as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.
INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE
CORPORATION FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE
AGAINST
PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND
IS THEREFORE
UNENFORCEABLE.
[Download Table]
(1) Not Applicable
(2) Not Applicable
(3) Articles of Incorporation, Amendments and Bylaws incorporated by
reference to Form S-1 filed on June 3, 1994
(4) Specimen certificate for Common Stock incorporated by reference
to Amendment 2 to Form S-1 filed on August 14, 1994
(5) Consent and Opinion of J.M. Walker, 7841 South Garfield
Way, Littleton, 80122 regarding legality of
securities registered under this Registration Statement
and to the references to such attorney in the Prospectus
filed as part of this Registration Statement
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10.1) Reseller Agreement between the Company and Oracle Corporation
incorporated by reference to Amendment 1 to Form S-1 filed on
July 26, 1994.
(10.2) Vendor Services Agreement between the Company and Computer
Associates International incorporated by reference to Amendment 1
to Form S-1 filed on July 26, 1994.
(10.3) Dealer License Agreement between the Company and American Business
Systems incorporated by reference to Amendment 1 to Form S-1 filed on
July 26, 1994
(10.4) Reseller Software License Agreement between the Company and
Applied Automation Techniques, Inc. incorporated by reference to
Amendment 1 to Form S-1 filed on July 26, 1994
(10.5) Contract Programmer Agreement between the Company and Telxon
Corporation incorporated by reference to Amendment 1 to Form S-1
filed on July 26, 1994
(10.6) Agreement between Company and warrantholders incorporated by reference
to Amendment 3 to Form S-1 filed on September 16, 1994
(10.7) Joint Marketing Agreement incorporated by reference to Form S-1 filed
July 26, 1994
(10.8) Agreement and Plan of Merger among the Company, ACT Communication,Inc.
and Advanced Telecom Holdings, Inc. incorporated by reference to Form
8-K, event date October 11, 1996.
(10.9) Agreement and Plan of Reorganization between the Company, Craig Nelson
and Rigo Felix incorporated by reference to Form 8-K, event date
September 23, 1996
(10.10) Agreement between the Company, Universal Commodities Corp. and Marc
Sherman incorporated by reference to Form 8-K, event date November 14,
1996.
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Not Applicable
(18) Not Applicable
(19) Not Applicable
(20) Not Applicable
(21) Not Applicable
(22) Not Applicable
(23) Not Applicable
(24) Consent of Rubin, Brown, Gornstein & Co., Certified Public
Accountants for the Corporation incorporated by reference to Form
S-1
(24.1) Consent of Noke & Heard, Certified Public Accountants for Burling
Instruments, Inc. incorporated by reference to Form S-1
(25) Not Applicable
(26) Not Applicable
(27) Not Applicable
12
(28) Not Applicable
(99) Consulting Agreement with Pratt, Wylce & Lords, Ltd. incorporated by
reference to Amendment 1 of Form S-1 filed on July 26, 1994.
Item 17. Undertaking.
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the formation set forth in the Registration
Statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
(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) Delivery of Certificates.
The undersigned registrant hereby undertakes to provide to the Transfer
Agent at the closing, certificates in such denominations and registered in
such names as are required by the Transfer Agent to permit prompt delivery to
each purchaser.
(c) Indemnification.
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 provisions set forth in the Corporation's
Articles of Incorporation 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 of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of ay 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.
13
SIGNATURES
In accordance with 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 of filing on Form S-3 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Nashua, in the State of New Hampshire on the 30th day of November, 1996.
Applied Cellular Technology, Inc.
Garrett Sullivan
--------------------------------------
By: Garrett Sullivan
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and on the dates stated.
[Download Table]
Signature Capacity Date
Richard J. Sullivan Chairman of the Board of Directors 11/30/96
------------------- --------
Richard J. Sullivan Chief Executive Officer
Garrett Sullivan Principal Financial Officer 11/30/96
------------------- --------
Garrett Sullivan Controller/Director
Daniel E. Penni Director 11/30/96
------------------- --------
Daniel E. Penni
Dates Referenced Herein and Documents Incorporated by Reference
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