As filed with the Securities and Exchange Commission on April 7, 1998.February 1, 2002
Registration No. 333-
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U.S.=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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AETRIUM INCORPORATED
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1439182
(State or other jurisdiction of (I.R.S. Employer
Identification No.)
incorporation or organization) -------------Identification No.)
2350 HELEN STREET
NORTH ST. PAUL, MINNESOTA 55109
(612) 704-1800(651) 770-2000
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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DARNELL L. BOEHMJOSEPH C. LEVESQUE
PRESIDENT AND CHIEF FINANCIALEXECUTIVE OFFICER AND SECRETARY
2350 HELEN STREET
NORTH ST. PAUL, MINNESOTA 55109
(612) 704-1800(651) 770-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Thomas C. Thomas,Kerri L. Klover, Esq.
Oppenheimer Wolff & Donnelly LLP
3400 Plaza VII, 45 South Seventh Street
Minneapolis, Minnesota 55402
(612) 607-7000
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Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
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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
===================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1)REGISTERED (1) PER UNITSHARE (2) PRICE (2) REGISTRATION FEE
(2)
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Common Stock, par value $.001 par value...... 900,000 Shares $15.125(2) $13,612,500(2) $4,124.59per
share .............................. 426,410 shares $1.43 $609,766.30 $56.10
===================================================================================================================
(1) The amount to be registered hereunder consists of 900,000426,410 shares of Common
Stock to be sold by certain selling shareholders. In addition, pursuant to Rule
416(c) under the Securities Act of 1933, as amended (the "Securities Act"),
this Registration Statement also covers an indeterminate number of shares as
may be issued in respect of stock splits, stock dividends and similar
transactions.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act on the
basis of
1933, based upon the average of the high and low reported sales prices of the
registrant's Common StockRegistrant's common stock on April 1, 1998,January 30, 2002, as reported byon the Nasdaq
National Market.
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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.
=============================================================================================================================================================
THE INFORMATION CONTAINED HEREININ THIS PRELIMINARY PROSPECTUS IS SUBJECT TO COMPLETION OR AMENDMENT. ANOT COMPLETE AND
MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION
STATEMENT RELATING TO THESECOVERING THE 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 BECOMESCOMMISSION IS EFFECTIVE. THIS PROSPECTUS SHALLIS NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OFSECURITIES NOR DOES IT SEEK AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THETHESE SECURITIES IN ANY
STATE IN WHICH SUCHJURISDICTION WHERE THE OFFER SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION DATED APRIL 7, 1998IS NOT PERMITTED.
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Subject to completion, dated February 1, 2002
PRELIMINARY PROSPECTUS
900,000 SHARES
AETRIUM INCORPORATED
426,410 SHARES
COMMON STOCK
-----------------------
This Prospectus relates to 900,000 shares of Common Stock, par value
$0.001 per share (the "Common Stock"),The shareholders of Aetrium Incorporated (the "Company"),
that may be offered for sale for the accountnamed on page 15 of certain shareholders of the
Company as stated hereinthis
prospectus under the heading entitled "Selling Shareholders." The shares
being offered by the Selling Shareholders hereunder include 900,000 shares of
outstanding Common Stock issued to the Selling Shareholders in a private
transaction in connection with the purchase by the Company of substantially all
of the rights, title and interest in the assets of, and the assumption of
certain liabilities of the equipment division of WEB Technology, Inc., pursuant
to an Asset Purchase Agreement dated as of March 20, 1998 (the "Purchase
Agreement"), completed on April 1, 1998.
The Selling Shareholders have advised the Company that sales of the
shares offered hereunder by them or by their respective pledgees, donees,
transferees or other successors in interest,Shareholders" may be madeoffer for sale
from time to time up to 426,410 shares of our common stock. The registration of
these shares does not mean that the selling shareholders will offer or sell the
shares.
The selling shareholders may sell their shares pursuant to the "Plan of
Distribution" set forth on page 16 of this prospectus. We will not receive any
proceeds from the selling shareholders' sale of these shares.
Our common stock is listed on the Nasdaq National Market in the over the counter market, in ordinary
brokerage transactions, in negotiated transactions, or otherwise, at market
prices prevailing at the time of the sale or at negotiated prices. See "Plan of
Distribution."
The Selling Shareholders and any broker-dealers or other persons
acting on their behalf in connection with the sale of Common Stock hereunder may
be deemed to be an "underwriter" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), and any commissions received by the
Selling Shareholders and any profit realized by them on the resale of Common
Stock as principals may be deemed to be underwriting commissions under the
Securities Act. As of the date hereof, there are no special selling arrangements
between any broker-dealer or other person and any of the Selling Shareholders.
The Company will not receive any part of the proceeds of any sales
of shares pursuant to this Prospectus. Pursuant to the terms of the Purchase
Agreement, the Company will pay all the expenses of registering the shares,
except for selling expenses incurred by the Selling Shareholders in connection
with this offering, including any fees and commissions payable to broker-dealers
or other persons, which will be borne by the Selling Shareholders. In addition,
the Purchase Agreement provides for certain other usual and customary terms,
including indemnification by the Company of the Selling Shareholders against
certain liabilities arising under the Securities Act.
THE SHARES OF COMMON STOCK OFFERED HEREBY INVOLVE CERTAIN RISKS. SEE
"RISK FACTORS" BEGINNING ON PAGE 6 OF THIS PROSPECTUS.
The Company's Common Stock is traded on the Nasdaq National Markettrades under
the symbol "ATRM"."ATRM." On April 1, 1998,January 30, 2002, the last saleclosing price of the Common
Stocka share of our
common stock on the Nasdaq National Market was $15.375 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY$1.45.
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THE COMMON STOCK OFFERED INVOLVES A HIGH DEGREE OF RISK. WE REFER YOU TO
"RISK FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION ORNOR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSIONAPPROVED OR ANY STATEDISAPPROVED OF THESE SECURITIES COMMISSIONOR PASSED UPON THE
ACCURACYADEQUACY OR ADEQUACYACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------------------
THE DATE-------------------------------
This prospectus is dated ____________, 2002.
TABLE OF THIS PROSPECTUS IS ______________, 1998.
No person has been authorized to give any information or to make any
representations not contained or incorporated by referenceCONTENTS
Page
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PROSPECTUS SUMMARY...........................................................3
RISK FACTORS.................................................................5
FORWARD-LOOKING STATEMENTS..................................................13
USE OF PROCEEDS.............................................................13
RESALE OF SHARES COVERED BY THIS PROSPECTUS.................................14
SELLING SHAREHOLDERs........................................................14
PLAN OF DISTRIBUTION........................................................16
LEGAL MATTERS...............................................................18
EXPERTS.....................................................................18
DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS....................19
WHERE YOU CAN FIND MORE INFORMATION.........................................20
References in this Prospectusprospectus and the registration statement of which it
is a part to "Aetrium," "the company," "we" and "our," unless the context
otherwise requires, refer to Aetrium Incorporated and its consolidated
subsidiaries and their respective predecessors.
You should rely only on the information contained in connectionand incorporated into
this prospectus. We have not authorized anyone to provide you with the offer describeddifferent or
additional information from that contained in and incorporated into this
Prospectus and, if given or made,
such information and representations must notprospectus. This prospectus may only be relied upon as having been
authorized by the Company or the Selling Shareholders. Neither the delivery of
this Prospectus nor any sale made under this Prospectus will under any
circumstances create any implication that there has been no change in the
affairs of the Company since the date hereof or since the date of any documents
incorporated herein by reference. This Prospectus does not constitute an offerused where it is legal to sell or a solicitation of an offer to buy any securities other than the
securities to which it relates, or an offer or solicitation in any state to any
person to whom it is unlawful to make such offer in such state.
AVAILABLE INFORMATIONthese
securities. The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company pursuant to the Exchange
Act may be inspected and copied at the public reference facilities maintained by
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the regional offices of the Commission located at Seven World Trade
Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can
also be obtained from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, the Commission maintains a Web site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission. The address of the Commission's
Web site is http://www.sec.gov.
The Company has filed with the Commission a Registration Statement
on Form S-3 under the Securities Act of 1933, as amended (the "Securities Act").
This Prospectus does not contain all of the information, exhibits and
undertakings set forth in the Registration Statement, certain portions of which
are omitted as permitted by the Rules and Regulations of the Commission. Copies
of the Registration Statement and the exhibits are on file with the Commission
and may be obtained, upon payment of the fee prescribed by the Commission, or
may be examined, without charge, at the offices of the Commission set forth
above. For further information, reference is made to the Registration Statement
and its exhibits.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company
(File No. 0-22166) are incorporated by reference in this Prospectus: (1) the
Company's Annual Report on Form 10-K for the year ended December 31, 1997; (2)
all other reports filed by the Company pursuant to Sections 13(a) or 15(d) of
the Exchange Act since December 31, 1997; and (3) the description of the
Company's Common Stock contained in its Registration Statement on Form 8-A and any amendments or reports filed for the purposeincorporated into this prospectus
is accurate only as of updating such description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the terminationprospectus, regardless of the offering hereunder will be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
datetime of
filing of such documents. Any statement contained herein or in a
document all or any portion of which is incorporated or deemed to be
incorporated by reference herein will be deemed to be modified or superseded for
purposesdelivery of this Prospectus to the extent that a statement contained hereinprospectus 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 such statement so
modified or superseded will not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom a
copy of this Prospectus is delivered, upon written or oral request of such
person, a copy of any or allsale of the documents referred to above which are
incorporated by referencecommon stock.
2
PROSPECTUS SUMMARY
This summary highlights some information contained in, this Prospectus (other than exhibits to such
documents unless such exhibits are specificallyand incorporated by
reference into, this prospectus. You should read the information that this Prospectus incorporates). Requests should be directedentire prospectus
carefully, including the section entitled "Risk Factors" and our financial
statements and related notes, before deciding to Aetrium Incorporated, 2350 Helen Street, North St. Paul, Minnesota 55109,
Attention: Lee A. Schafer; telephone (612) 704-1800.
THE COMPANY
THIS PROSPECTUS CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS. FOR
THIS PURPOSE, ANY STATEMENTS CONTAINED IN THIS PROSPECTUS THAT ARE NOT
STATEMENTS OF HISTORICAL FACT MAY BE DEEMED TO BE FORWARD-LOOKING STATEMENTS.
WITHOUT LIMITING THE FOREGOING, WORDS SUCH AS "MAY," "WILL," "EXPECT,"
"BELIEVE," "ANTICIPATE," "ESTIMATE" OR "CONTINUE" OR THE NEGATIVE OR OTHER
VARIATIONS THEREOF OR COMPARABLE TERMINOLOGY ARE INTENDED TO IDENTIFY
FORWARD-LOOKING STATEMENTS. THESE STATEMENTS BY THEIR NATURE INVOLVE SUBSTANTIAL
RISKS AND UNCERTAINTIES, AND ACTUAL RESULTS MAY DIFFER MATERIALLY DEPENDING ON A
VARIETY OF FACTORS, INCLUDING THOSE DESCRIBED UNDER THE CAPTION "RISK FACTORS."
GENERAL
Aetrium Incorporated (the "Company") designs, manufacturesinvest in our common stock.
OVERVIEW
We design, manufacture and marketsmarket a variety of electromechanical equipment
used in the handling and testing of microelectronic components, including
semiconductor devices known as integrated circuits, ("ICs")or ICs, and other forms of
electronic components. The
Company'sOur primary focus is on high volume electronic component
types and on the latest package designs. The Company'sOur products are purchased primarily by
semiconductor manufacturers, and their assembly and test subcontractors, and are
used in the "back-end"test, assembly and packaging portion of semiconductor manufacturing processes. The Company'smanufacturing.
Our products automate critical functions to improve manufacturing yield, raise
quality levels, increase product reliability and reduce manufacturing costs
and increase product reliability.
The Company hascosts.
We have three principal product lines. The largest, inlines:
o TEST HANDLER PRODUCTS. In terms of revenue, this is itsour largest
product line. Our broad line of test handlers, which incorporatehandler products
incorporates thermal conditioning, contactor and automated
handling technologies to provide automated handling of ICs and
other electronic components during production test cycles. Test handler products are primarily produced by the Company's North St. Paul,
San Diego, and Aetrium FSA divisions. ChangeWe
also offer change kits to adapt the Company'sour test handlers to different IC
package configurations andor to upgrade installed equipment for
enhanced performance, alsowhich represent a significant part of the
Company'sour
revenue.
The Company's second product line consistso IC AUTOMATION PRODUCTS. Some of itsour IC Automation Products, which are produced by the North St. Paul Division. These products are
sold to original equipment manufacturers, ("OEMs")or OEMs, to incorporatebe
incorporated as the automated handling components of such OEM'sOEMs'
own proprietary equipment for a variety of other IC processing
requirements, such as marking, lead scanning, and lead trim and
form. The Company's third product line is specialty test
equipment, which includerest of our IC Automation products are sold to
semiconductor manufacturers, and are used to automate the loading
and unloading of burn-in boards.
o RELIABILITY TEST EQUIPMENT. The primary focus of our reliability
test equipment and environmental test
equipment. The Company's reliability test systemsproducts is to provide IC manufacturers with IC performance
data to aid in the evaluation and improvement of IC designs and
manufacturing processes to increase IC yield and reliabilityreliability.
As a result of restructuring activities completed in fiscal year 2000 and
early fiscal year 2001, we have two operating locations where all product
development and manufacturing activities are produced in
North St. Paul, Minnesota. The Company's environmental test equipment products
provide burn-in testing of ICs and are produced in the Company's Lawrence
Division.
The Company was incorporated in Minnesota in December 1982. The
Company's executive offices are located at 2350 Helen Street,conducted, North St. Paul,
Minnesota 55109, and its telephone number is (612) 704-1800.Dallas, Texas. Products within each of
3
our principal product lines are produced at both the North St. Paul,
Minnesota and Dallas, Texas facilities.
RECENT DEVELOPMENTS
PursuantIn November 2001, we entered into an agreement with the selling
shareholders under which we purchased an aggregate of 426,410 shares of our
common stock from the selling shareholders. We paid an aggregate of $543,672.75
for these shares. The selling shareholders granted us an option to sell to them
a number of shares of our common stock equal to the number of shares we
purchased from the selling shareholders. On December 31, 2001, we exercised our
option to sell 426,410 shares to the selling shareholders and received an
Asset Purchase Agreement dated asaggregate of March 20, 1998
(the "Purchase Agreement"), the Company, through its wholly-owned subsidiary,
Aetrium-WEB Technology, L.P., purchased substantially all of the rights, title
and interest in the assets of, and assumed certain liabilities of the equipment
division of WEB Technology, Inc., a Delaware corporation ("WEB"), on April 1,
1998. The total consideration paid by the Company$543,672.75 for the assetssale of WEB was
$7,835,000 ($500,000 of which
will be paid no later than June 30, 1998, subject to any post-closing adjustment
to the purchase price) and 900,000 shares of Common Stock (the "Acquired
Shares"). Pursuant to the terms of the Purchase Agreement, the Company
distributed the Acquired Shares to the shareholders of WEB in accordance with
their proportionate ownership interests. The Companysuch shares. We granted the Selling
Shareholdersselling
shareholders a one-time demand registration right pursuant to which the shares
offered herebyby this prospectus have been registered. Under the terms of the
Purchase Agreement, the Selling Shareholdersselling shareholders are restricted from selling any of the
Acquired Sharesshares for 30 days if we determine, upon notice from the selling shareholder of
his or her intent to sell shares covered by this prospectus, that this
prospectus, or the registration statement of which it is a part, do not contain
current information and must be updated. The selling shareholders are also
restricted from selling any of the shares offered by this prospectus during the
period that commences on the seventh day of the last month of each of the Company'sour fiscal
quarters and ends on the third business day after the
Company releaseswe release our financial
results for such quarter. Additionally, certain
Selling ShareholdersIn addition, the selling shareholders are further restricted
from selling any of the Acquired
Shares heldshares offered by such Selling Shareholders underthis prospectus, or the registration
statement of which it is a Rightpart, or any amendments or supplements thereto, if we
determine that there is a material, or potentially material, development
involving Aetrium or there is an occurrence of First Refusal
Agreement withan event that renders the
Company pursuant to which such Selling Shareholders agreed to
provideinformation in those documents misleading, incomplete or untrue.
In December 2001, we implemented a right of first refusalworkforce reduction and other cost
containment measures in response to the Companycontinuing downturn in the semiconductor
industry and indications of further delay before recovery in this industry is
felt. Those actions included the elimination of 24 positions in our Minnesota
and corporate operations, which constituted about 20% of our workforce.
OFFICE AND WEBSITE LOCATION
We were incorporated under the laws of the State of Minnesota in December
1982. Our executive offices are located at 2350 Helen Street, North St. Paul,
Minnesota 55109. Our telephone number is (651) 770-2000. We maintain a website
on any salethe Internet at WWW.AETRIUM.COM. The information contained in our website is
not and will not be deemed to be part of such Selling
Shareholders' Acquired Shares until March 31, 2000.this prospectus.
4
RISK FACTORS
The following risk factors relating to the Company should be
considered in evaluating an investment in the Common Stock.
DEPENDENCE ONINVESTING IN OUR COMMON STOCK INVOLVES RISK. YOU SHOULD CAREFULLY CONSIDER
THE FOLLOWING FACTORS IN ADDITION TO THE OTHER INFORMATION SET FORTH IN THIS
PROSPECTUS AND INCORPORATED BY REFERENCE INTO THIS PROSPECTUS IN ANALYZING AN
INVESTMENT IN THE COMMON STOCK OFFERED BY THIS PROSPECTUS. IF ANY OF THE
FOLLOWING EVENTS OCCUR, OUR BUSINESS, FINANCIAL CONDITION OR OPERATING RESULTS
COULD SUFFER. IN THAT CASE, THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE,
AND YOU MAY LOSE ALL OR PART OF THE VALUE OF YOUR INVESTMENT IN OUR COMMON
STOCK.
RISKS RELATED TO OUR INDUSTRY
IF THERE ARE MARKET FLUCTUATIONS IN THE SEMICONDUCTOR INDUSTRY, The Company is in theOUR OPERATING
RESULTS MAY SUFFER.
Our business and results of supplyingoperations depend upon capital equipment to theexpenditures by
manufacturers of integrated circuitsICs within the semiconductor industry. As a result, our
operating results are materially dependent upon economic and other electronic components withinbusiness conditions
in the semiconductor industry. This industry has been subject to significant
market fluctuations and has experienced periodic downturns. Often these developmentsdownturns, which often have had
a disproportionate effect on capital equipment suppliers. The Company has
developed and acquired product lines forsuppliers, such as Aetrium. In
periods of excess capacity, the semiconductor market segments which
it feels provide favorable growth opportunities and, accordingly, the Company's
business is most sensitive to market fluctuations in those specific segments.
The Company's future financial performance may be materially adversely affected
by market fluctuationsindustry sharply cuts purchases of capital
expenditures, such as our products. A downturn or slowdown in the semiconductor
industry in general, and more
particularly by fluctuations in the industry segments within the Company's
primary focus.
MANAGEMENT OF GROWTH
Company sales have increased at an average annual compounded growth
rate of approximately 35% during the period from 1986 through 1997. Since
December 1995, the Company has acquired several businesses and product lines: EJ
Systems in December 1995; Forward Systems Automation in April 1997; the Handler
Division of Advantek, Inc. in October 1997; and the equipment division of WEB
Technology, Inc. in April 1998. The Company's strategy is to continue to grow
its revenue base through product acquisition and development. The Company also
expects increases in demand for its products resulting from general growth in
the semiconductor industry. The Company's ability to manage future growth will
be dependent on its success in assimilating these recent and future
acquisitions. The Company's ability to continue to meet increasing production
requirements and manage future growth will also depend in part on its success in
attracting and retaining additional management and technical personnel at each
of its operating locations. Industry growth and low unemployment rates have
increased the competition for such personnel. If the Company is unable to manage
growth effectively and meet increasing production requirements, customer
confidence could erode and demand for the Company's products could deteriorate,
which could materially and adversely affect the Company's businesssubstantially reduce our revenues and operating results.
FUTURE ACQUISITIONSresults and could
harm our financial condition. The Companysemiconductor industry is currently
experiencing a severe downturn of unprecedented magnitude that has pursuedbeen ongoing
for several quarters.
IF WE ARE UNABLE TO ADEQUATELY RESPOND TO CHANGES IN OUR INDUSTRY, OR IF THE
PRODUCTS OR PRODUCT ENHANCEMENTS WE DEVELOP OR ACQUIRE DO NOT ACHIEVE MARKET
ACCEPTANCE, OUR OPERATING RESULTS MAY SUFFER.
We operate in the past and continuesan industry that is highly competitive with respect to
pursue
acquisitions of complementary technologies,timely product lines or businesses. Future
acquisitions by the Company could result in dilutive issuances of equity
securities, and the incurrence of additional debt and amortization expenses
related to goodwill and other intangible assets that could adversely affect the
Company's profitability. In addition, gross profit margins of acquired products,
necessary product or technology development expenditures and other factors that
may be involved in any such acquired business could result in dilution to the
Company's earnings. Acquisitions also may involve numerous other risks,
including difficulties in the assimilation of the operations and products of the
acquired business, dependence on new products and processes, the diversion of
management's attention from other business concerns, risks of entering markets
in which the Company has no or limited direct prior experience, the potential
loss of key employees of the acquired business and difficulties in attracting
additional key employees necessary to absorb added management responsibilities.
No assurance can be given as to the effect of any future acquisition on the
Company's business or operating results.
DEPENDENCE ON NEW PRODUCTS AND PROCESSESinnovations. The market for the Company'sour products is characterized by
rapid technological change and evolving industry standards and is highly competitive
with respect to timely product innovation.standards. The development of
more complex ICs has driven the need for new equipment and processes to produce
such devices at an acceptable cost. The Company believesWe believe that itsour future success will
depend in part upon itsour ability to anticipate changes in technology, IC package
types, market trends and industry standards and tostandards. If we cannot successfully develop
and introduce new and enhanced cost-effective products on a timely basis. As a result, the Company expects to continue to make
significant investments in research and development and to continue to consider
from time to time the strategic acquisition of businesses, products and
technologies complementary to the Company's business. If the Company is unable
for technological or other reasons to introduce products in a timely manner in
response to changesbasis, which
are accepted in the industry or if products or product enhancements that
the Company develops or acquires do not achieve market acceptance, the Company'smarketplace, our business and operating results could be materially and adversely affected.
POTENTIAL FLUCTUATIONSmay suffer.
IF WE FAIL TO SUCCESSFULLY COMPETE AGAINST EXISTING OR FUTURE COMPETITORS IN QUARTERLYOUR
INDUSTRY, OUR OPERATING RESULTS MAY SUFFER.
The Company'smarkets for our products are highly competitive. If we fail to
successfully respond to competitive pressures in our industry, or to effectively
implement our strategies to respond to these pressures, our operating results
may fluctuate based on factors such
as the cancellation and rescheduling of orders, seasonal fluctuations in
business activity, product announcements by the Company or its competitors, and
changes in pricing policies by the Company, its competitors or its suppliers. If
anticipated shipments in any quarter do not occur or are delayed, expenditure
levels could be disproportionately high, and the Company's operating results for
that quarter would be adverselynegatively affected. The Company attempts to maintain a
backlog of orders sufficient to reduce the impact of these factors, but there
can be no assurance that backlog levels will be maintained.
COMPETITION
The markets for the Company's test handlers, IC Automation Products,
and reliability and environmental test systems are highly competitive. Aetrium
competesWe compete with a number of companies ranging from
very small businesses to large companies, some of which have substantially
greater financial, manufacturing, marketing and product development resources
than the Company. Although the
Company believes its products have competitive advantages over its current
competitors' products, there can be no assurance that the Company will be able
to compete successfully against current and future sources of competition or
that the competitive pressures faced by the Company will not adversely affect
its financial performance.we do.
5
CUSTOMER CONCENTRATIONRISKS RELATED TO OUR BUSINESS
THE DECLINE IN OUR REVENUES AND PRODUCTION VOLUMES HAS NEGATIVELY AFFECTED OUR
GROSS MARGINS AND PROFITABILITY, AND WE EXPECT THAT THIS TREND WILL CONTINUE.
Many of our expenses, particularly those relating to capital equipment and
manufacturing overhead, are fixed in the Company's end usershort term. Accordingly, reduced demand
for our products and services causes our fixed production costs to be allocated
across reduced production volumes, which negatively affects our gross margins
and profitability. Our ability to reduce expenses is further constrained because
we must continue to invest in research and development to maintain our
competitive position and to maintain service and support for our existing
customer base. Reduced production volumes contributed to a decline in our gross
margins in the nine months ended September 30, 2001. We expect that our gross
margins will continue to be negatively affected by reduced production volumes.
Our current visibility on our future operating results is severely limited given
the current semiconductor industry downturn, and we cannot accurately predict if
or when the production volumes or our gross margins will increase or if or when
our operating results will improve.
A LOSS OF, OR A SIGNIFICANT REDUCTION IN, ORDERS BY OUR SIGNIFICANT CUSTOMERS
COULD NEGATIVELY IMPACT OUR OPERATING RESULTS.
We rely on a limited number of customers purchase through the
Company's international distributors, and onefor a substantial percentage of
the Company's international
distributors represented approximately 12% of the Company's 1997our net sales. ThreeFor the nine months ended September 30, 2001, our top three
customers accounted for 34.4% of the Company's endour net sales, with our top customer accounting
for 22.8%. In fiscal year 2000, our top three customers accounted for 32% of our
net sales. In fiscal year 1999, our top three customers accounted for
approximately 18%, 14%30% of our net sales and, 10%, respectively,in fiscal year 1998, our top three
customers accounted for approximately 37% of the Company's 1997our net sales. The Company intends to
continue efforts to broaden its base of customers. However, aA reduction, delay
or cancellation of orders from one or more of itsthese significant customers, or
the loss of one or more of suchthese customers, could negatively impact our
operating results.
ACTIONS WE HAVE TAKEN, AND MAY BE REQUIRED TO TAKE IN THE FUTURE, TO ADDRESS THE
CONTINUING DOWNTURN IN THE SEMICONDUCTOR INDUSTRY COULD INHIBIT OUR FUTURE
OPERATIONS.
During the course of fiscal year 2001, as the downturn in the
semiconductor industry continued to deepen, we implemented cost reduction and
reorganization actions to address our declining revenues, such as workforce
reductions, consolidation of operations, pay freezes and reductions, and
reductions in other expenditures. These actions included the elimination of
approximately 100 positions, reducing our remaining workforce to approximately
100 people. In the event our revenue levels decline further, we may be required
to implement additional cost reduction actions. Our reduced personnel and
expenditure levels and the loss of the capabilities of personnel we have
terminated could inhibit us in the timely completion of product development
efforts, the effective service of and responsiveness to customer requirements,
and the timely ramp up of production in response to eventual improving market
conditions.
6
OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE, WHICH MAY RESULT IN A DECEASE IN
THE MARKET PRICE FOR OUR COMMON STOCK.
Our operating results may substantially fluctuate in the future as a
material adverseresult of a number of factors, such as the following:
o cancellations and rescheduling of significant orders from, and
shipments to, customers;
o seasonal fluctuations in business activity;
o our product mix, and our success in developing, introducing and
marketing new products;
o changes in the gross margins of our products;
o changes in pricing policies by us, our competitors or our suppliers;
o changes in our relationships with our customers, suppliers or
channel partners; or
o natural disasters, severe weather conditions, acts of war or other
hostilities or developments affecting us or our competitors.
In addition, if anticipated shipments in any quarter do not occur or are
delayed, our expenditure levels could be disproportionately high and our
operating results for that quarter may suffer. As a result, our operating
results in any quarter are not necessarily a good predictor of our results for
any future period.
OUR STOCK PRICE IS VOLATILE AND IT MAY DROP UNEXPECTEDLY.
The stock market has experienced extreme price and volume fluctuations in
recent years which has particularly affected the market prices of equity
securities of many technology companies, including the market price of our
common stock. This volatility has had a significant effect on the Company'smarket prices
of securities issued by many companies for reasons unrelated to their operating
performance. Factors that may result in substantial fluctuation in the market
price of our common stock, and may negatively impact our stock price regardless
of our operating results, include:
o a shortfall in revenues or earnings compared to securities analysts'
expectations;
o changes in financial estimates or recommendations by stock market
analysts regarding us or our competitors;
o announcements by us or our competitors of new products or
significant business events or developments in the semiconductor
industry;
7
o changes in our reported financial results based on accounting
pronouncements, such as Staff Accounting Bulletin No. 101-REVENUE
RECOGNITION IN FINANCIAL STATEMENTS or similar pronouncements;
o changes in general conditions in the economy, the electronics
industry, the semiconductor industry or the financial markets; and
operating results.
RELIANCE ON THIRD PARTY DISTRIBUTION CHANNELS
The Company marketso changes in the market's view of the semiconductor industry in
general.
Volatility in the trading price of our common stock may harm your ability
to trade your shares. In the past, companies that have experienced volatility in
the market price of their stock have been the subject of securities class action
litigation. If we were the subject of securities class action litigation, it
could result in substantial costs and sells itsa diversion of management's attention and
resources.
A REDUCTION IN THE SALES EFFORTS BY OUR CURRENT DISTRIBUTORS COULD NEGATIVELY
IMPACT OUR OPERATING RESULTS.
We market and sell our test handlers and reliability and
environmental test equipmentproducts outside
of the United States primarily through third party manufacturers'
representatives and international distributors that are not
under theour direct control of the Company. The Company hascontrol. We have limited internal sales personnel. A reduction
in the sales efforts by the Company'sour current manufacturers'
representatives or distributors, or the termination of theirone or
more of these relationships with the
CompanyAetrium, could adverselynegatively affect the Company's business andour operating
results.
OEMA REDUCTION IN SHIPMENTS TO OUR INTERNATIONAL CUSTOMERS FOR IC AUTOMATION PRODUCTS
The Company markets its IC Automation modules to a number of IC
processing equipment OEMs. The Company's ability to retain its OEM customers and
attract new OEM customers depends on a number of factors, includingCOULD NEGATIVELY IMPACT
OUR OPERATING RESULTS.
For the changing
needs and financial condition of these customers. Failure of any OEM customer
may not only result in loss of IC Automation product line sales, but also loss
on outstanding receivables due from such OEM.
INTERNATIONAL OPERATIONS
For thefiscal years ended December 31, 1995, 19962000, 1999 and 1997,1998, approximately
47%32%, 28%41% and 30%25%, respectively, of the Company'sour net sales were derived from shipments to
international customers, andcustomers. For the Company expectsnine months ended September 30, 2001,
approximately 32.1% of our net sales were derived from shipments to
international customers. We expect that international sales will continue to
account for a significant portion of itsour net sales. The
Company'sAs a result, our operations
are subject to risks inherent in international business may be adversely affected byactivities, which could
negatively impact our operating results, such as:
o governmental, political and economic conditions, including tariff
regulations, export controls, import quotas and other factors.factors;
o unexpected changes in legal and regulatory requirements;
o policy changes affecting the markets for semiconductor equipment;
o difficulties in accounts receivables collections;
o difficulties in managing distributors;
8
o difficulties in staffing and managing international operations; and
o potentially adverse tax consequences.
While our foreign sales are priced in dollars, fluctuations in currency
exchange rates may reduce the demand for the Company'sour products by increasing the price of
the Company'sour products in the currency of the countries to which the products are sold.
DEPENDENCE ON SENIOR MANAGEMENTsold,
which could also negatively impact our international business.
IF WE FAIL TO RETAIN OUR IC PROCESSING EQUIPMENT OEMS, OUR IC AUTOMATION PRODUCT
LINE MAY SUFFER.
We market our IC Automation products to a limited number of IC processing
equipment OEMs. Our ability to retain our OEM customers and attract new OEM
customers depends upon a number of factors, including the changing needs and
financial condition of these customers. Our failure to retain OEM customers
could result in the loss of IC Automation product line sales, as well as the
loss of outstanding receivables due from such OEM customers.
IF WE ACQUIRE COMPLEMENTARY TECHNOLOGIES, PRODUCT LINES OR BUSINESSES IN THE
FUTURE, OUR OPERATING RESULTS MAY SUFFER.
We have pursued in the past and continue to pursue acquisitions of
complementary technologies, product lines or businesses. Our ability to grow
through acquisitions depends upon our ability to identify, negotiate and
complete suitable acquisitions. Even if we complete acquisitions, these
acquisitions may cause us to:
o incur significantly higher than anticipated capital expenditures and
operating expenses;
o fail to timely and effectively integrate the operations, systems,
controls and personnel of the acquired businesses into our existing
business;
o issue additional equity securities, which would reduce your
percentage ownership in Aetrium;
o assume additional liabilities;
o be dependent on new products and processes;
o enter markets in which we have no or limited direct prior experience;
o experience difficulties finding and retaining key employees
necessary to manage these acquisitions; or
o divert our management's time and attention from other business
concerns.
9
IF WE CANNOT ATTRACT AND KEY EMPLOYEES
The Company'sRETAIN HIGHLY-SKILLED MANAGERIAL AND TECHNICAL
PERSONNEL, OUR OPERATING RESULTS MAY SUFFER.
Our future success depends, onin significant part, upon retaining the
continued service and performance of its executive
officersour senior management and other key
personnel. The loss of the services of any of its
executive officers or other key employees could have a material adverse effect
on the Company. The Company's future success will also depend in part upon itspersonnel, as well as our continued ability to attract and retain highly
qualified personnel. The Company hasLosing the services of any member of our management team
could impair our ability to effectively manage our company and could negatively
impact our operating results. We do not purchased key-manmaintain key-person life insurance on
any member of its executive officers or other key
employeesour senior management and we currently doesdo not intend to purchase
such insurance. PROTECTION OFCompetition for people with the skills we require is intense. We
may be required to continue to enhance wages and benefits in order to
effectively compete in the hiring and retention of qualified employees, or to
hire more expensive temporary employees, which could increase our labor costs.
Additions of new personnel and departures of existing personnel could also
disrupt our business and may result in the departure of other employees.
IF WE FAIL TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY, The CompanyOUR OPERATING
RESULTS MAY SUFFER.
We currently holds several U.S. patents with respect to itsour products and
technology. There can be no assurance, however, that patents will
be granted in the future or that any patents will be valid or otherwise of valueWe also attempt to the Company. The Company also relies on a combination of copyright,
trademark,protect our intellectual property rights through
copyrights, trademarks, trade secret,secrets, unfair competition and other intellectual
property laws, nondisclosure agreements and other protective measures to protect its
rights.measures. Such
protection, however, may not preclude competitors from developing products
similar to the Company's products.our products or provide us with meaningful protection of our
intellectual property rights. In addition, the laws of certain foreign countries
do not protect the Company'sour intellectual property rights to the same extent as do the
laws of the United States.
Although the Company
continuesIf a competitor's product infringes on our patents, we may sue to implement protective measuresenforce
our rights in an infringement action. These suits are costly and intends to defend itswould divert
funds and management and technical resources from our operations.
IF OTHERS SUCCESSFULLY BRING INTELLECTUAL PROPERTY CLAIMS AGAINST US, OUR
OPERATING RESULTS MAY SUFFER.
We do not believe that our products employ technology that infringes any
proprietary rights vigorously, there can be no assurance that these efforts will be
successful. The Company is not aware of any basis for any infringement claim
against it; however, there
can be no assurance thatthird parties. However, third parties will not assertmay claim that we
infringe their intellectual property rights and such claims may be found to be
valid. Any claims, with or without merit, could:
o be time-consuming to defend;
o result in costly litigation;
o divert our management's attention and resources;
o cause product shipment delays; or
o require us to enter into royalty or licensing agreements.
10
If we are found to be infringing upon the rights of others, we could be
forced to develop a non-infringing alternative that could be costly and
time-consuming. We may also be required, if we are found to be infringing on the
intellectual rights of others, to enter into royalty or licensing agreements
with a third party, which agreements may not be available on terms acceptable to
us. A valid claim by a third party of product infringement claims against us or our
failure or inability to license the Company.
DEPENDENCE ONinfringed or similar technology could
negatively impact our business because we would be unable to sell the impacted
product without redeveloping it or incurring significant additional expenses.
IF WE LOSE CERTAIN SUPPLIERS OF SIGNIFICANT COMPONENTS FOR OUR PRODUCTS, OUR
OPERATING RESULTS MAY SUFFER.
Certain significant components used in the Company'sour products, including certain
contactor components, printed circuit boards, and refrigeration systems, and vacuum pumps, are
currently available only from sole or limited sources. Although to date the Company has been ableWe do not maintain
long-term supply agreements with most of our suppliers and we purchase most of
our components through individual purchase orders. Our inability to obtain
adequate suppliescomponents in required quantities or of these components and maintains inventories of its more critical components,
the Company's inability in the future to develop alternative sources or to
obtain sufficient sole or limited-source componentsacceptable quality could result in
delays or reductions in product introductions or shipments, which could damage
our relationships with our customers and cause our operating results to suffer.
WE MAY NEED ADDITIONAL CAPITAL THAT MAY BE UNAVAILABLE TO US AND, IF RAISED, MAY
DILUTE OUR EXISTING INVESTORS' OWNERSHIP INTEREST IN US.
We may need to raise additional funds to develop new products, respond to
competitive pressures, acquire complementary technologies, products or
businesses or finance ongoing operations. Additional financing may be
unavailable on terms that are acceptable to us or at all. If we raise additional
funds through the issuance of equity or convertible securities, the percentage
ownership of our shareholders would be reduced and these securities may have
rights, preferences and privileges senior to those of our current shareholders
which may negatively impact our current shareholders. If adequate funds are not
available on acceptable terms, our ability to develop or enhance products,
expand our business, take advantage of unanticipated opportunities or otherwise
respond to competitive pressures could be significantly limited.
OTHER RISKS
MINNESOTA LAW CONTAINS PROVISIONS THAT COULD DISCOURAGE, DELAY OR PREVENT A
TAKEOVER OF AETRIUM.
As a material
adverse effectMinnesota corporation, we are subject to the Minnesota Business
Corporations Act of the State of Minnesota, including Sections 302A.671 and
302A.673. In general, Section 671 prevents a purchaser of certain percentages of
our common stock from voting that stock, unless the purchaser receives prior
approval of the other shareholders. Section 673 restricts the ability of a
public Minnesota corporation from engaging in a business combination with an
interested shareholder for a period of four years after the date of the
transaction in which the person became an interested shareholder, unless certain
approval requirements are satisfied. As a result of the applications of these
sections, potential acquirers may be discouraged from attempting to
11
acquire us, which may deprive you of opportunities to sell or otherwise
dispose of your stock at above-market prices typical in such acquisitions.
OUR ISSUANCE OF UNDESIGNATED CAPITAL STOCK COULD NEGATIVELY AFFECT HOLDERS OF
OUR COMMON STOCK AND DISCOURAGE A TAKEOVER.
Our board of directors is authorized to issue up to 2,000,000 shares of
undesignated capital stock without any action on the Company's operating results.
VOLATILITY OF STOCK PRICE
The Company's Common Stockpart of our shareholders.
Our board of directors also has experiencedthe power, without shareholder approval, to set
the terms of any series of such undesignated capital stock that may be issued,
including voting rights, dividend rights, preferences over our common stock with
respect to dividends or in the past,event of a dissolution, liquidation or winding up
and could
experienceother terms. In the event we issue stock in the future substantial price volatility as a resultthat has preferences
over our common stock with respect to payment of a numberdividends or upon our
liquidation, dissolution or winding up, or if we issue stock with voting rights
that dilute the voting power of factors, including quarter to quarter variations inour common stock, the actual or anticipated
financial resultsrights of the Company, announcements by the Company, its competitorsholders of
our common stock or its customers, government regulations, and developments in the semiconductor
industry. In addition, the stock market has experienced extreme price and volume
fluctuations which have affected the market price of many technology companies
in particular and which have at times been unrelatedour common stock could be negatively
affected. In addition, the ability of our board of directors to the operating
performance of the specific companies whose stock is traded. Broad market
fluctuations, as well as economic conditions generally and in the semiconductor
industry specifically, may adversely affect the market price of the Company's
Common Stock.
ANTI-TAKEOVER PROVISIONS: POSSIBLE ISSUANCE OF PREFERRED STOCK; AUTHORITY TO
DIFFERENTIATE COMMON STOCK
The Company's Restated Articles of Incorporation authorize the
issuance of 2,000,000issue shares of
undesignated capital stock (the "Undesignated Stock").
The Company's Boardwithout any action on the part of Directors has the powerour shareholders
may impede a takeover of us and prevent a transaction favorable to issue any or all of the shares
of Undesignated Stock, including the authority to establish the rights and
preferences of the Undesignated Stock, without shareholder approval. In
addition, the Board of Directors has the authority to establish one or more
separate classes or series of Common Stock. Furthermore, as a Minnesota
corporation, the Company is subject to certain "anti-takeover" provisions of the
Minnesota Business Combinations Act. These provisions and the power to issue the
Undesignated Stock and to establish separate classes or series of Common Stock
may, in certain circumstances, deter or discourage takeover attempts and other
changes in control of the Company not approved by management and the Board.our
shareholders. As a result, the Company'sour shareholders may lose opportunities to dispose of
their shares at the higher prices generally available in takeover attempts or
that may be available under a merger proposal. In addition, these statutory provisions
the existence of the Undesignated Stock and the Board of Directors' broad
authority with respect to the Common Stock may
have the effect of permitting the
Company'sour current management to retain its positiontheir positions
and place itthem in a better position to resist changes that shareholders may wish
to make if they are dissatisfied with the conduct of the business.
YEAR 2000 ISSUES
Many existing computer programsWE CURRENTLY DO NOT ANTICIPATE PAYING ANY CASH DIVIDENDS.
We currently intend to retain any future earnings for use only two digits to identify a
yearin our business
and do not anticipate paying any cash dividends in the date field,foreseeable future.
Therefore, any gains from your investment in our common stock will have to come
from increase in its market price.
12
FORWARD-LOOKING STATEMENTS
This prospectus and the documents that are or will be incorporated by
reference into this prospectus contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, including,
without limitation, statements concerning the conditions in our industry, our
operations, economic performance and financial condition. The words "believe,"
"expect," "anticipate," "intend" and other similar expressions generally
identify forward-looking statements. Potential investors are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
their dates. These forward-looking statements are based largely on our current
predictions of future performance and are subject to a number of risks and
uncertainties, including, without limitation, those identified under the "Risk
Factors" section above and elsewhere in this prospectus, or the documents
incorporated by reference into this prospectus, and other risks and
uncertainties indicated from time to time in our filings with the resultSEC. In light
of the risk factors noted above and other uncertainties, there can be no
assurance that data referringthe matters referred to the year 2000 and
subsequent years may be misinterpreted by these programs. If present in the computer applicationsforward-looking statements will in
fact occur. Actual results could differ materially from these forward-looking
statements. We do not undertake to update our forward-looking statements or the
risk factors noted above to reflect future events or circumstances.
USE OF PROCEEDS
We will not receive any of the Company or its suppliersproceeds from the sale of the shares by the
selling shareholders. All net proceeds from the sale of the shares covered by
this prospectus will go the selling shareholders who offer and not corrected, this
problemsell their
shares. This offering satisfies our obligations to register under the Securities
Act of 1933, as amended, the resale of shares of our common stock in accordance
with an agreement among the selling shareholders and us.
13
could cause computer applicationsRESALE OF SHARES COVERED BY THIS PROSPECTUS
This prospectus covers the resale by the selling shareholders listed in
the table under the heading "Selling Shareholders" of up to fail or to create erroneous results and
could cause a disruption in operations and have an adverse effect on the
Company's business and results426,410 shares of
operations. The Company has evaluated its
principal computer systems and has determined that they are substantially Year
2000 compliant. The Company has initiated discussions with its key suppliers to
determine whether they have any Year 2000 issues. The Company has not incurred
any material expenses to date in connection with this evaluation, andour common stock. This prospectus does not anticipate material expensescover the sale of shares by any
person other than the persons listed in the future, depending upontable under the statusheading "Selling
Shareholders" If the selling shareholders transfer shares of its key
suppliers with respectour common stock,
the transferee may not sell the shares of common stock pursuant to this
issue.
prospectus, unless we appropriately amend or supplement this prospectus.
SELLING SHAREHOLDERS
The following table sets forth certain information as of April 1,
1998, and as adjustedknown to reflect the sale of the shares offered hereby,us with respect to the
beneficial ownership of our common stock by each of the Common Stockselling shareholders as
of January 1, 2002. Beneficial ownership is determined in accordance with the
rules and regulations of the SEC. For the purpose of calculating the percentage
beneficially owned, the number of shares of common stock deemed outstanding
includes 9,474,566 shares of common stock outstanding as of January 1, 2002 and
shares of common stock subject to options held by the Selling
Shareholders. Noneselling shareholders that
are currently exercisable or exercisable within 60 days from January 1, 2002.
The table assumes that the selling shareholders will sell all of the
Selling Shareholdersshares offered by them in this offering. We are unable to determine, however,
the exact number of shares that will actually be sold or their respective affiliateswhen or if these sales
will occur. No estimate can be given as to the amount of shares that will be
held by the selling shareholders after the completion of this offering because
the selling shareholders may offer all or some of the shares and because there
currently are no agreements, arrangement or understandings with respect to the
sale of any of the shares. To our knowledge, except as indicated in the
footnotes to this table, the person named in the table has held any position or office or maintained any material relationship with the
Company or its predecessors or affiliates over the past three years.
SHARES BENEFICIALLY
OWNED AFTER
SHARES OF COMMON COMPLETION OF
STOCK BENEFICIALLY NUMBER OF SHARES THE OFFERING(2)
OWNED PRIOR TO THE BEING -----------------------------
SELLING SHAREHOLDERS OFFERING(1) OFFERED NUMBER % OF CLASS (3)
- -------------------- ------------------ ---------------- ------ --------------
Scott Bensmiller............................... 29,610 29,610 0 *
Arthur and Marla Bloom, JTWOS.................. 22,590 22,590 0 *
Jill Bloom..................................... 19,260 19,260 0 *
Scott Bloom.................................... 19,260 19,260 0 *
Edward Boothman................................ 92,430 92,430 0 *
Jackie Candelier............................... 14,760 14,760 0 *
Carol Carr..................................... 11,790 11,790 0 *
Damon L. Coalson............................... 8,100 8,100 0 *
Brian Cunningham............................... 3,690 3,690 0 *
Edward Etess................................... 99,810 99,810 0 *
Edward Etess & Rebecca Lamont-
Etess, Co-Trustees UAD 9/28/84
Etess Community Property Trust............... 60,570 60,570 0 *
Stanley Droch, Trustee UAD 12/22/83
Estess Children Irrevocable Trust
for the benefit of Lori Ida Etess............ 6,120 6,120 0 *
Lori Ida Etess................................. 2,970 2,970 0 *
Michael H. Etess............................... 14,670 14,670 0 *
John Estridge.................................. 8,370 8,370 0 *
William J. Evans, Jr........................... 30,420 30,420 0 *
Barbra Gerard.................................. 3,690 3,690 0 *
Bart Gilbert................................... 3,780 3,780 0 *
Donna Huff..................................... 7,380 7,380 0 *
Jerry Kelley................................... 7,380 7,380 0 *
Douglas Magde.................................. 720 720 0 *
Hal Preston.................................... 18,000 18,000 0 *
Scott Roberson................................. 3,690 3,690 0 *
Dr. Bahman Teimourian.......................... 49,320 49,320 0 *
John W. Walkoviak.............................. 720 720 0 *
Keith E. Williams.............................. 106,290 106,290 0 *
Karen M. Williams.............................. 123,840 123,840 0 *
Keith E. Williams, Cust Dona Marleen
Williams UGMA TX............................. 41,130 41,130 0 *
Bartholomew E. Williams........................ 41,130 41,130 0 *
Marlys A. Williams............................. 41,130 41,130 0 *
Joel Witt...................................... 7,380 7,380 0 *
- --------------------------
* Less than one percent (1%)
(1) The Selling Shareholders possess sole voting and
investment power with respect to all shares of common stock.
None of the selling shareholders has had any position, office or other
material relationship with us in the past three years other than as described
below in a footnote to the table or as a result of the ownership of the shares
shown.or other securities of Aetrium.
14
NUMBER OF SHARES NUMBER OF SHARES BENEFICIALLY OWNED
BENEFICIALLY OWNED SHARES BEING AFTER THE OFFERING
NAME OF SELLING SHAREHOLDERS BEFORE THE OFFERING OFFERED NUMBER PERCENTAGE
- ------------------------------------------ ------------------- ------------ -------------------------
Keith E. Williams (1).................. 253,462 (2) 106,290 147,172 1.5%
Karen M. Williams...................... 123,840 123,840 0 *
Bartholomew E. Williams................ 41,130 41,130 0 *
Marlys A. Williams..................... 41,130 41,130 0 *
Dona M. Williams....................... 41,130 41,130 0 *
Jackie Candelier (3)................... 16,823 (4) 11,260 5,563 *
Bart Gilbert (5)....................... 3,780 3,780 0 *
William J. Evans (3)................... 26,188 (6) 18,000 8,188 *
John Estridge (3)...................... 14,808 (7) 8,370 6,438 *
Damon L. Coalson (3)................... 13,663 (8) 8,100 5,563 *
Hal Preston (3)........................ 24,583 (9) 18,000 6,583 *
Donna Christenson ..................... 5,380 5,380 0 *
- ----------------------------
*Less than 1%.
(1) Mr. Williams is currently the President of our Dallas, Texas
operations. Mr. Williams is the President of, and has an ownership
interest in, WEB Technology, Inc., which controls two partnerships from
whom we have purchased machined parts over the past three years. Mr.
Williams also has an ownership interest in one of the partnerships that
supplies us with machined parts. In addition, Mr. Williams is the
limited partner in Kress Technologies, LP, a supplier to our Dallas,
Texas operations.
(2) This assumes all shares being offered and registered hereunder are sold,
although the Selling Shareholders are not obligatedIncludes options to sell any shares.
(3) Based upon 9,700,153purchase 106,042 shares of Common Stock outstanding asour common stock
exercisable within 60 days.
(3) This selling shareholder is currently an employee of April 1, 1998.our Dallas, Texas
operations. Ms. Candelier is currently the accounting manager. Mr. Evans
is currently Vice President of Sales. Mr. Estridge is currently the
R&D Engineering Manager, and previously was a product support
engineer. Mr. Coalson is currently the Mechanical Engineering Manager,
and previously was a project engineer. Mr. Preston is currently the
Software Engineering Manager.
(4) Includes options to purchase 5,563 shares of our common stock exercisable
within 60 days.
(5) Mr. Gilbert is the limited partner in WEB Automation, Ltd., a supplier
to our Dallas, Texas operations.
(6) Includes options to purchase 8,188 shares of our common stock exercisable
within 60 days.
(7) Includes options to purchase 6,438 shares of our common stock exercisable
within 60 days.
(8) Includes options to purchase 5,563 shares of our common stock exercisable
within 60 days.
(9) Includes options to purchase 2,542 shares of our common stock exercisable
within 60 days.
15
PLAN OF DISTRIBUTION
The Selling Shareholders have advised the Company that salesWe are registering 426,410 shares of our common stock on behalf of the
shares offered hereunder by them,selling shareholders. The selling shareholders named in the table above, or by their respective
pledgees, donees, transferees or other successors in interest selling shares
received from a named selling shareholder as a gift, partnership distribution or
other non-sale-related transfer after the date of this prospectus, may be madesell the
shares from time to time. All of such persons are "selling shareholders" as that
term is used in this prospectus. The selling shareholders will act independently
of us in making decisions with respect to the timing, manner and size of each
sale.
The selling shareholders may sell the shares from time to time in
the over-the-counter market, through negotiated transactions or otherwise, at
market prices prevailing at the time of sale or at negotiated prices. The shares
may be sold by one or
more of the following methods: (a) a block tradetransactions:
o an over-the-counter distribution in whichaccordance with the broker or dealer so engaged will attempt to sell the shares as agent but may
position and resell a portionrules of the
block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this Prospectus; and (c)Nasdaq National Market;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers.
Salespurchasers;
o in privately negotiated transactions;
o a block trade in which a broker-dealer may resell a portion of the
block, as principal, in order to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by such
broker-dealer for its own account; or
o any combination of the foregoing.
The sale price to the public may be:
o the market price prevailing at the time of sale;
o a price related to such prevailing market price;
o a negotiated or fixed price; or
o such other price as the selling shareholders determine from time to
time.
The selling shareholders have the sole and absolute discretion not to
accept any purchase offer or make any sale of shares if they deem the purchase
price to be madeunsatisfactory at any particular time.
The selling shareholders may also enter into hedging transactions with
broker-dealers or other financial institutions. In connection with such
transactions, broker-dealers or other financial institutions may engage in short
sales of our common stock in the course of hedging the positions they assume
with the selling shareholders. The selling shareholders may also:
o sell our common stock short and redeliver the shares to close out
the short positions;
o enter into options or other types of transactions that require the
selling shareholders to deliver the shares to broker-dealers, who will
then resell or transfer the shares pursuant to this Prospectusprospectus, as
supplemented or amended to reflect such transactions, or;
16
o loan or throughpledge the shares to broker-dealers, who may sell the loaned
shares or, in the event of default, sell the pledged shares pursuant to
this prospectus, as supplemented or amended to reflect such
transactions.
In addition, any shares that qualify for sale under Rule 144 may be sold
in accordance with Rule 144 rather than this prospectus.
The selling shareholders may also sell the shares directly to market
makers acting as principals and/or broker-dealers acting as agents for
themselves or their customers. Such broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the Selling Shareholders selling shareholders
and/or the purchasers of Common Stockshares for whom such broker-dealerbroker-dealers may act as agentagents
or to whom they may sell as principal or both, (whichwhich compensation as to a particular
broker-dealer maymight be in excess of customary commissions).commissions. Market makers and
block purchasers purchasing the shares will do so for their own account and at
their own risk. It is possible that a selling shareholder will attempt to sell
shares of common stock in block transactions to market makers or other
purchasers at a price per share which may be below the then market price. The
selling shareholders cannot assure that all or any of the shares offered in this
prospectus will be issued to, or sold by, the selling shareholders. The selling
shareholders and any brokers, dealers or agents, upon effecting the sale of any
of the shares offered in this prospectus, may be deemed "underwriters" as that
term is defined under the Securities Act or the Exchange Act, or the rules and
regulations under such acts. In addition, the broker-dealers' commissions,
discounts or concessions may qualify as underwriters' compensation under the
Securities Act. If the selling shareholders qualify as "underwriters," they will
be subject to the prospectus delivery requirements of Section 153 of the
Securities Act, which may include delivery through the facilities of the NASD.
The selling shareholders are primarily responsible for paying all of the
expenses incident to the offering and sale of the shares to the public, such as
registration, filing and NASD fees, printing expenses and other expenses of
complying with state securities or blue sky laws of any jurisdiction in which
the shares are to be registered or qualified, and any commissions and discounts
of underwriters, dealers or agents and any transfer taxes.
The selling shareholders may sell all or any part of the shares offered in
this prospectus through an underwriter. No selling shareholder has entered into
any agreement with a prospective underwriter and there is no assurance that any
such agreement will be entered into. If a selling shareholder enters into such
an agreement or agreements, the relevant details will be set forth in a
supplement or amendment to this prospectus.
In order to comply with the securities laws of certain states, if
applicable, the shares must be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirements is available and is complied with.
The selling shareholders and any other persons participating in the sale
or distribution of the shares will be subject to applicable provisions of the
Exchange Act and the rules and regulations under such act, including, without
limitation, the anti-manipulation rules of Regulation M. These provisions may
restrict certain activities of, and limit the timing of purchases and sales of
any of the shares by, the selling shareholders or any other such person.
Furthermore, under Regulation M, persons engaged in a distribution of securities
are prohibited
17
from simultaneously engaging in market making and certain other activities
with respect to such securities for a specified period of time prior to the
commencement of such distributions, subject to specified exceptions or
exemptions. All of these limitations may affect the marketability of the
shares.
The sale of the shares by the selling shareholders is subject to
compliance by the selling shareholders with certain contractual restrictions
they have with us. We have agreed to indemnify the selling shareholders, or
their respective transferees or assignees, against certain liabilities,
including certain liabilities under the Securities Act, or to contribute to
payments the selling shareholders or their respective pledgees, donees,
transferees or other successors in interest, may be required to make in respect
of such liabilities.
We will make copies of this prospectus available to the selling
shareholders, and we have informed them of the need to deliver copies of this
prospectus to purchasers at or prior to the time of any sale of the shares
offered by this prospectus. To the extent required, one or more supplemental
prospectuses willthis prospectus may be
filed pursuantamended and supplements from time to Rule 424 under the Securities Acttime to describe any material arrangements fora specific plan of
distribution.
This prospectus will stay effective until December 31, 2002. We may
suspend the salesuse of the shares offered hereunder
when such arrangements are entered into by the Selling Shareholders and any
other broker-dealers that participatethis prospectus, however, in the saleevent that there is a
material, or potentially material, development involving Aetrium or there is an
occurrence of an event that renders the shares. In addition,
any shares that qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than pursuant toinformation in this Prospectus. No period of
time has been fixed within which the shares covered by this Prospectus may be
offeredprospectus
misleading, incomplete or sold.
The Selling Shareholders and any broker-dealers or other persons
acting on its behalf in connection with the sale of Common Stock hereunder may
be deemed to be an "underwriter" within the meaning of the Securities Act, and
any commissions received by the Selling Shareholders and any profit realized by
them on the resale of Common Stock as principals may be deemed to be
underwriting commissions under the Securities Act. As of the date hereof, there
are no special selling arrangements between any broker-dealer or other person
and any of the Selling Shareholders.
Pursuant to the terms of the Purchase Agreement, the Company will
pay all the expenses of registering the shares offered hereby, except for
selling expenses incurred by the Selling Shareholders in connection with this
offering, including any fees and commissions payable to broker-dealers or other
persons, which will be borne by the Selling Shareholders. In addition, the
Purchase Agreement provides for certain other usual and customary terms,
including indemnification by the Company of the Selling Shareholders against
certain liabilities arising under the Securities Act.
VALIDITY OF COMMON STOCKuntrue.
LEGAL MATTERS
The validity of the shares of Common Stockcommon stock offered herebyby this prospectus will
be passed upon for the Companyus by Oppenheimer Wolff & Donnelly LLP, Minneapolis,
Minnesota.
EXPERTS
The consolidated financial statements ofincorporated in this prospectus by
reference to the Company as of December
31, 1997 and 1996, andAnnual Report on Form 10-K for each of the three years in the periodyear ended December 31, 1997,2000
and the related financial statement schedule incorporated in this prospectus by
reference in this Prospectusto the Annual Report on Form 10-K/A for the year ended December 31,
2000, have been so includedincorporated in reliance on the reportreports of
Price WaterhousePricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditingaccounting and accounting.auditing.
18
DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information in the documents incorporated
by reference is considered to be part of this prospectus, and information in the
documents we file later with the SEC will automatically update and supersede the
information contained or incorporated by reference in this prospectus.
Accordingly, we incorporate by reference the documents listed below and any
future filings we will make with the SEC under the Exchange Act:
o Our Annual Report on Form 10-K, and all amendments to such Form
10-K, for the year ended December 31, 2000;
o Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2001, June 30, 2001 and September 30, 2001; and
o The description of our common stock contained in our registration
statement on Form 8-A and any amendments or reports filed for the
purpose of updating such description.
All documents which we subsequently file pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 prior to the termination of
this offering will be deemed to be incorporated by reference into this
prospectus from the date of filing of such documents. These documents are or
will be available for inspection or copying at the locations identified above
under the caption "Where You Can Find More Information."
We will provide without charge to each person, including any beneficial
owner, to whom this prospectus is delivered, upon written or oral request, a
copy of any and all of the documents that have been incorporated by reference in
this prospectus (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference) but not delivered with this prospectus.
You should direct requests for documents to:
AETRIUM INCORPORATED
ATTENTION: DOUGLAS L. HEMER
2350 HELEN STREET
NORTH ST. PAUL, MINNESOTA 55109
TELEPHONE NUMBER: (651) 770-2000
19
WHERE YOU CAN FIND MORE INFORMATION
We are currently subject to the informational requirements of the Exchange
Act of 1934. As a result, we are required to file periodic reports and other
information with the SEC, such as annual, quarterly and current reports and
proxy statements. You may inspect and copy the reports, proxy statements and
other documents we file with the SEC, at prescribed rates, at the following
public reference facilities the SEC maintains:
Judiciary Plaza Citicorp Center
450 Fifth Street, N.W. 500 West Madison Street, Suite 1400
Washington, D.C. 20549
Chicago, Illinois 60621
You may obtain information regarding the operation of the public reference
rooms by calling the SEC at 1-800-SEC-0330. Our SEC filings are available to the
public free of charge at the SEC's website. The address of this website is
http://www.sec.gov.
We have filed with the SEC a registration statement on Form S-3 pursuant
to the Securities Act, and the rules and regulations promulgated thereunder,
with respect to the shares of common stock offered by this prospectus. This
prospectus, which constitutes part of the registration statement, does not
contain all the information set forth in the registration statement, parts of
which are omitted in accordance with the rules and regulations of the SEC. For
further information with respect to us and the common stock offered by this
prospectus, we refer you to the registration statement, and all amendments,
exhibits, annexes and schedules thereto and all documents incorporated by
reference therein.
We intend to furnish our shareholders with annual reports containing
financial statements audited by an independent accounting firm, and to make
available quarterly reports containing unaudited financial information for the
first three quarters of each fiscal year.
20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTIONDISTRIBUTION.
The table below sets forth theaggregate estimated expenses (except the SEC registration fee, which
is an actual expense) to be paid by the registrant in connection with the offer and sale of the
shares of Common Stock of the registrant covered by this
Registration Statement.
SEC registration fee....................................... $ 4,124.59
Fees and expenses of counsel for the Company............... 10,000.00
Fees and expenses of accountants for the Company........... 5,000.00
Miscellaneous.............................................. 5,000.00
----------
*Total................................................ $24,124.59
- -----------------------
* Noneoffering are as follows:
Securities and Exchange Commission registration fee... $ 56.10
Accounting fees and expenses.......................... 2,500.00
Legal fees and expenses............................... 5,000.00
Miscellaneous......................................... 1,000.00
---------
Total........................................... $8,556.10
---------
- -------------
Note: All of the expenses listed above will be borne by the Selling Shareholders.selling
shareholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Minnesota Statutes Section 302A.521 provides that a Minnesota business corporation
mustmay indemnify any director, officer, employee or agent of the corporation made
or threatened to be made a party to a proceeding,"proceeding" by reason of the former or
present official capacity (as defined) of the person,director, officer, employee or agent of the
corporation, against judgments, penalties, fines, settlements and reasonable
expenses incurred by the persondirector, officer, employee or agent of the corporation
in connection with the proceeding if certain statutory standards are met. "Proceeding"A
"proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed terms regarding
such right of indemnification and reference is made thereto for a complete
statement of such indemnification rights.
The Company'sOur Restated Articles of Incorporation also require the Companyus to provide
indemnification to the fullest extent of the Minnesota indemnification statute.
The Company maintainsWe maintain directors' and officers' liability insurance, including a
reimbursement policy in favor of Aetrium.
The Agreement we have with the Company.
Pursuant to Section 8.5(b) of the Purchase Agreement, theselling shareholders provides that our
directors, officers and officers of the Company arecontrolling person will be indemnified by the Selling Shareholdersselling
shareholders against certain civil liabilities that they may incur under the
Securities Act in connection with this Registration Statementregistration statement and the related
Prospectus.prospectus.
II-1
ITEM 16. EXHIBITS
2.1 Asset Purchase Agreement dated as of March 20, 1998
between the Company and WEB Technology, Inc. (filed
herewith).
4.1 Specimen Form of the Company's Common Stock Certificate
(incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form SB-2 (File No.
33-64962C)).
4.2 Restated Articles of Incorporation of the Company, as
amended (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form SB-2
registering the Common Stock (File No. 33-64962C)).
4.3 Bylaws of the Company, as amended (incorporated by
reference to Exhibit 3.2 to the Company's Registration
Statement on Form SB-2 (File No. 33-64962C)).
5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly LLP
(filed herewith).
23.1 Consent of Price Waterhouse
ITEM 16. EXHIBITS
4.1 Specimen Form of our Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to our Registration Statement on Form
SB-2 (File No. 33-64962C)).
4.2 Articles of Incorporation, as amended (incorporated by reference to
Exhibit 3.2 to our Quarterly Report for the quarter ended September
30, 1998 (File No.000-22166)).
4.3 Bylaws, as amended (incorporated by reference to Exhibit 3.2 to
our Registration Statement on Form SB-2 (File No. 33-64962C)).
5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly LLP (filed
herewith).
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2 Consent of Oppenheimer Wolff & Donnelly LLP (see Exhibit 5.1).
24.1 Power of Attorney (included on page II-4 of this Registration
Statement).
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the CommissinCommission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.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;
II-2
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference 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 registrant hereby undertakes that, for the 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in 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, described under Item 15
above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
(d) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrantRegistrant
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
Statementregistration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of North St. Paul andMinneapolis, State of Minnesota, on AprilMinnesota.
Dated: February 1, 1998.2002 AETRIUM INCORPORATED
Date: April 1, 1998
By: /s/ Joseph C. Levesque
-------------------------------------
Joseph C. Levesque
President and Chief Executive Officer
and President
(principal executive officer)
By: /s/ Darnell L. Boehm
-------------------------------------
Darnell L. Boehm
Chief Financial Officer and Secretary
(principal financial and accounting
officer)
POWER(Principal Executive Officer)
POWERS OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that eachEach person whose signature appears below constitutes and appoints Joseph
C. Levesque and DarnellDouglas L. Boehm asHemer, and either of them, his or her true and lawful
attorney-in-fact and agent with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this Registration Statement and any or all registration
statements relating to the transactions covered hereby that may be filed with
the Securities and Exchange Commission pursuant to Rule 462(b) under the
Securities Act of 1933, as amended,statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statementregistration statement has been signed on February 1, 2002 by the following
persons on April 1, 1998
in the capacities indicated.
SIGNATURE TITLE
--------- -----
/s/ Joseph C. Levesque Chairman of the Board
- ---------------------------------
Joseph C. Levesque
/s/ Darnell L. Boehm Director
- ---------------------------------
Darnell L. Boehm
/s/ Terrence W. Glarner Director
- ---------------------------------
SIGNATURE TITLE
- --------- -----
/s/ Joseph C. Levesque President, Chief Executive Officer and
- ------------------------------ Chairman of the Board (Principal Executive
Joseph C. Levesque Officer)
/s/ Paul H. Askegaard Treasurer (Principal Financial and
- ------------------------------ Accounting Officer)
Paul H. Askegaard
II-4
/s/ Douglas L. Hemer Chief Administrative Officer, Secretary and
- ------------------------------ Director
Douglas L. Hemer
/s/ Darnell L. Boehm Director
- ------------------------------
Darnell L. Boehm
/s/ Terrence W. Glarner Director
- ------------------------------
Terrence W. Glarner
/s/ Andrew J. Greenshields Director
- ------------------------------
Andrew J. Greenshields
Director
- ---------------------------------
Andrew J. Greenshields
/s/ Douglas L. Hemer Director
- ---------------------------------
Douglas L. Hemer
/s/ Terrance J. Nagel Director
- ---------------------------------
Terrance J. Nagel
II-5
AETRIUM INCORPORATED
EXHIBIT INDEX TO FORM S-3 REGISTRATION STATEMENT
ITEM NO. DESCRIPTION
METHOD OF FILING
- -------- -----------
----------------
2.1 Asset Purchase Agreement dated as of March 20, 1998 between the Filed herewith
Company and WEB Technology, Inc. electronically
4.1 Specimen Form of the Company'sour Common Stock Certificate (1)(incorporated by
reference to Exhibit 4.1 to our Registration Statement on Form
SB-2 (File No. 33-64962C)).
4.2 Restated Articles of Incorporation, of the Company, as amended (1)(incorporated by reference to
Exhibit 3.2 to our Quarterly Report for the quarter ended September
30, 1998 (File No.000-22166)).
4.3 Bylaws, as amended (incorporated by reference to Exhibit 3.2 to
our Registration Statement on Form SB-2 (File No. 33-64962C)).
5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly LLP Filed herewith
electronically(filed
herewith).
23.1 Consent of Price WaterhousePricewaterhouseCoopers LLP Filed herewith
electronically(filed herewith).
23.2 Consent of Oppenheimer Wolff & Donnelly LLP See(see Exhibit 5.15.1).
24.1 Power of Attorney Included(included on page II-4 of this Registration
StatementStatement).
(1) Incorporated by reference to an exhibit to the Company's
Registration Statement on Form SB-2 (File No. 33-64962C)II-6