Rule 424(b)(3)
Registration No. 333-113406
PROSPECTUS
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VERILINK CORPORATION
127 Jetplex Circle
Madison, Alabama 35758
(256) 327-2001
1,968,445 Shares of Common Stock
The date of this prospectus is May 5, 2004.
Table of Contents
Page | ||||||
---|---|---|---|---|---|---|
Special Note Regarding Forward Looking Statements | ii | |||||
About This Prospectus | ii | |||||
Risk Factors | 1 | |||||
Use of Proceeds | 8 | |||||
Selling Stockholders | 8 | |||||
Plan of Distribution | 9 | |||||
Legal Matters | 10 | |||||
Experts | 10 |
i
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
ABOUT THIS PROSPECTUS
ii
RISK FACTORS
There are risks associated with the Convertible Notes issued in the acquisition of XEL Communications, Inc.
We are dependent on continued market acceptance of legacy products, acquired products, recently introduced products and new product development.
1
There are risks associated with our acquisitions, potential acquisitions and joint ventures.
Our results and performance have been dependent on a limited customer base.
We are dependent on key personnel.
2
We are dependent on key suppliers and the availability of components.
Our operating results are subject to significant quarter to quarter fluctuations.
3
• | delays in new product introductions; |
• | market acceptance of new or enhanced versions of our products; |
• | changes in the product or customer mix of sales; |
• | changes in the level of operating expenses; |
• | competitive offerings and pricing actions; |
• | the gain or loss of significant customers; |
• | increased research and development and sales and marketing expenses associated with new product introductions; and |
• | general economic conditions. |
Our stock price has and may continue to be subject to large fluctuations.
The telecommunications equipment market is highly competitive with intense price pressure.
4
The telecommunications equipment market is subject to rapid technological change.
The telecommunications equipment market requires regulatory compliance and compliance with evolving standards.
5
There are risks associated with our continuing entry into international markets.
The telecommunications equipment market is subject to third party claims of infringement.
There are limitations on our ability to protect our intellectual property.
6
these statutory and contractual arrangements will deter misappropriation of our technologies or discourage independent third-party development of similar technologies. In the event such arrangements are insufficient, our business, financial condition and results of operations could be materially adversely affected. The laws of certain foreign countries in which our products are or may be developed, manufactured or sold may not protect our products or intellectual property rights to the same extent as do the laws of the United States and thus, make the possibility of misappropriation of our technology and products more likely.
BUSINESS OVERVIEW
Recent Developments
7
USE OF PROCEEDS
SELLING STOCKHOLDERS
Beneficial Ownership Prior to the Registration | Beneficial Ownership After the Shares are Sold (2) | ||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number | Percent (1) | Shares Covered by this Registration Statement | Number | Percent (1) | ||||||||||||||||||
The Kennedy Company | 1,878,287 | 10.94 | % | 1,878,287 | 0 | 0% | |||||||||||||||||
Jack Reily | 90,158 | * | 90,158 | 0 | 0% |
* | Represents less than 1%. |
(1) | We have calculated the percentage of issued and outstanding shares of common stock held by the selling stockholders based on 15,292,740 shares of common stock issued and outstanding as of February 27, 2004. |
(2) | We have assumed all shares of common stock set forth in this registration statement have been sold. |
8
PLAN OF DISTRIBUTION
• | ordinary brokerage transactions; |
• | an underwritten public offering in which one or more underwriters participate; |
• | put or call options transactions or hedging transactions relating to the common stock; |
• | short sales; |
• | purchases by a broker-dealer as principal and resale by that broker-dealer for its own account; |
• | “block” sale transactions; and |
• | privately negotiated transactions. |
9
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
• | Annual Report on Form 10-K for the year ended June 27, 2003 filed on September 24, 2003, as amended; |
• | Quarterly Report on Form 10-Q for the quarter ended January 2, 2004 filed on February 17, 2004, as amended; |
• | Quarterly Report on Form 10-Q for the quarter ended October 3, 2003 filed on November 17, 2003, as amended; |
• | Current Report on Form 8-K filed on April 30, 2004; |
• | Current Report on Form 8-K filed on February 20, 2004, as amended; |
• | our definitive proxy statement for the 2003 Annual Meeting of Stockholders filed on October 10, 2003; |
• | the description of our common stock which is contained in our Registration Statement on Form 8-A dated June 7, 1996, filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description; and |
• | the description of our Preferred Share Purchase Rights which is contained in our Registration Statement on Form 8-A dated December 6, 2001, filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. |
10
1,968,445 Shares of Common Stock
![](https://capedge.com/proxy/424B3/0001206774-04-000449/verilinklogo.jpg)
PROSPECTUS
May 5, 2004