As filed with the Securities and Exchange Commission on January 2, 2002
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
OCG TECHNOLOGY, INC.
(Exact name of Registrant as specified in its Charter)
__________________
Delaware 13-2643655
- -------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
56 Harrison Street
New Rochelle, New York 10801
(914) 576-8457
--------------------------------------------------
(Address, including zip code, and telephone number,
including area code, of Registrant's
principal executive offices)
__________________
Edward C. Levine, President
OCG TECHNOLOGY, INC.
56 Harrison Street
New Rochelle, New York 10801
(914) 576-8457
-------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
__________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable, and from time to time, after this Registration
Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box.[X]
_________________
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------
Title of Each Class of Proposed Maximum Proposed Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Offering Registration
Registered Registered(1) Per Share (2) Price Fee
- -----------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share......... 16,786,778 $.105 $1,846,545.58 $441.32
- -----------------------------------------------------------------------------------------------
<FN>
(1) Includes 12,861,056 shares upon exercise of Warrants. See "RECENT
DEVELOPMENTS" and "STOCKHOLDERS' EQUITY".
(2) Estimated solely for the purpose of computing the registration fee.
This amount was calculated pursuant to Rule 457 on the basis of
$.105 per share of Common Stock, based on the average of the
closing bid and asked prices of the Company's Common Stock as quoted
on the OTC Bulletin Board on December 28, 2001 a date within five (5)
business days prior to the date of filing this amendment to the
Registration Statement.
======================================================================
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 THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
SUBJECT TO COMPLETION - DATED JANUARY 2, 2002
PROSPECTUS
OCG TECHNOLOGY, INC.
16,786,778 Shares
Common Stock
Par Value $.01 Per Share
This Prospectus relates to the offer and sale to the public of
16,786,778 shares of common stock, $.01 par value per share (the "Common
Stock") of OCG Technology, Inc. (the "Company") by certain stockholders of the
Company (the "Selling Stockholders") in the over-the-counter market, at market
prices prevailing at the time of the sale, or at prices otherwise negotiated.
None of the proceeds from the sale of these shares of Common Stock will be
received by the Company. The Selling Stockholders, and certain persons who
purchase shares from them, including broker-dealers acting as principals who
may resell the shares, may be deemed "underwriters", as that term is defined
in the Securities Act of 1933, as amended (the "Securities Act"). See "PLAN OF
DISTRIBUTION" and "SELLING STOCKHOLDERS".
The Company's Common Stock is traded in the over-the-counter market and
prices for the Common Stock are quoted on the OTC Bulletin Board symbol
"OCGT". The closing bid price of the Company's Common Stock as reported
December 28, 2001 was $0.10. See "PRICE RANGE OF COMMON STOCK AND DIVIDENDS".
It is anticipated that the Company will maintain a current prospectus
for a period of approximately 24 months from the date hereof. The Selling
Stockholders will pay or assume brokerage commissions or other charges and
expenses incurred in the sale of their shares of Common Stock.
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
(See "RISK FACTORS")
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is January 2, 2002.
No person has been authorized to give any information or to make any
representation other than those contained in this Prospectus in connection
with the offering made hereby, and if given or made, such information or
representation must not be relied upon as having been authorized by the
Company, or by the Selling Stockholders. Neither the delivery of this
Prospectus, nor any sale made hereunder shall, under any circumstances, create
any implication that information herein is correct as of any time subsequent
to the date on the cover of this Prospectus.
The Company has informed the Selling Stockholders that the anti-
manipulative rules under the Securities Exchange Act of 1934, Rules 10b-2,
10b-6 and 10b-7 promulgated thereunder, may apply to their sales in the market
and has furnished the Selling Stockholders with a copy of these Rules. The
Company has informed the Selling Stockholders of the need for delivery of
copies of this Prospectus in connection with any sale of securities registered
hereunder.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Such reports and other information
can be inspected and copied at the public reference facilities maintained by
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the following Regional Offices of the Commission: the New York Regional
Office, 233 Broadway, New York, N.Y. 10279; and at its Chicago Regional
Office, Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained from the
Commission, at prescribed rates, by addressing written requests for such
material to the Public Reference Section of the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a
Web site (http:/www.sec.gov) through which the Company's periodic reports and
other information can be retrieved. This Prospectus does not contain all
information set forth in the Registration Statement on Form S-3 (together with
any amendments thereto, hereinafter referred to as the "Registration
Statement") and exhibits thereto, which the Company has filed with the
Commission under the Securities Act, and to which reference is hereby made.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, heretofore filed by the Company with the
Commission, are incorporated in this Prospectus by reference:
1. The Annual Report on Form 10-KSB for the fiscal year ended June 30,
2001.
2. The Quarterly Report on Form 10-QSB for the fiscal quarter ended
September 30, 2001.
All documents and reports filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the securities made
hereby, shall be deemed to be incorporated by reference into this Prospectus
and to be a part hereof from the respective date of filing of each such
document or report. Any statement contained in a document or report
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein, or in any other subsequently filed document
which also is, or is deemed to be, incorporated by reference herein, modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person,
a copy of any or all of the documents and reports which are incorporated
herein by reference, other than exhibits to such documents or reports. Such
requests should be addressed to Edward C. Levine, President, OCG Technology,
Inc., 56 Harrison Street, New Rochelle, New York 10801. Telephone: (914)
576-8457.
THE COMPANY
The Company was incorporated under the laws of the State of Delaware as
Data Display Systems, Inc. on July 3, 1969. The Company's principal executive
office is located at 56 Harrison Street, Suite 501, New Rochelle, New York
10801, and its telephone number is (914) 576-8457.
The Company (which, hereafter, unless the context requires otherwise,
includes its subsidiaries): (i) owns and markets the Prime CareTM Patient
Management System (the "Prime CareTM System"), a product of Prime Care
Systems, Inc. ("PSI"), a wholly owned subsidiary of the Company; (ii) owns
and markets secure, Internet enhanced versions of parts of the PrimeCare(TM)
System and the CodeComplierTM (see below), on separate (but linked) Web sites
known respectively as Your OwnDoctor.com, PrimeCareOnTheWeb.comTM and
YourOwnHealth.comTM ; (iii) separately markets the CodeComplierTM, a software
program which automatically computes Medicare's Evaluation & Management
("E&M") codes, and was designed to be used in conjunction with OCGT's
PrimeCareTM System and; (iv) created, maintains and markets a Web site known
as DeniseAustin.com. See "RISK FACTORS".
A. The PrimeCareTM System
----------------------
The principal markets for the PrimeCareTM System are primary care
physicians, medical clinics and staff health maintenance organizations.
The PrimeCareTM System is an in-office, client server based, user
friendly, patient management system. It is patient, physician and staff
interactive. The PrimeCareTM System: (i) creates an electronic medical record
(an "EMR") which documents the patient/physician encounter; (ii) is compatible
with most current practice management and billing systems, EMRs and
computerized patient record systems; (iii) is compliant with the Federal
Health Insurance Portability Accountability Act ("HIPAA"); (iv) is designed
for use in ambulatory clinics, group and individual practices; (v) contains a
database of approximately 280 symptom and problem oriented Questionnaires to
determine the patient's History of Present Illness ("HPI") for both
diagnostic and follow-up visits; (vi) contains over 100,000 complaint and
disease state questions, over 1,600 diagnoses, 1,250 physician reference
articles, and 1,700 patient education articles; (vii) allows the medical staff
to schedule the appropriate HPI Questionnaire, and enter the patient's vital
signs; (viii) allows the patient to select the answers from the HPI
Questionnaire that apply to the patient's problem; (ix) does not require
computer or typing skills; (x) enables the physician to obtain their patients'
detailed HPI without requiring physician or staff time; (xi) allows the
physician to select and document the normal and abnormal physical findings,
assessments, tests, prescriptions and treatment plan for the patient; (xii)
uses CodeComplierTM (described below) to automatically calculate HCFA's
Evaluation and Management ("E&M") codes; (xiii) encrypts all medical data for
storage; (xiv) eliminates dictation and transcription costs; (xv) reduces risk
of malpractice liability due to errors of omission and "failure to consider";
(xvi) permits patients to answer HPI Questionnaires at their own speed and, at
the patient's option, in English or Spanish; (xvii) creates clinical and
patient databases for outcomes research; (xviii) allows the medical staff to
schedule HPI Questionnaire for patient interview via the Internet and (xix)
allows the patient to answer HPI Questionnaires via PrimeCareOnTheWebTM (see
below PrimeCareOnTheWebTM).
The PrimeCare System is fully functional in current Windows operating
environments, including Windows 95, 98, ME, and Windows NT, 2000. The
PrimeCare(TM) System can communicate with other practice management systems
used in medical facilities. This ability provides a method for these systems
to transfer information to the PrimeCare(TM) System, such as patient
demographics and appointment scheduling, and enables the PrimeCare(TM) System
to transfer information (such as billing information including E&M codes, ICD9
codes and CPT codes) to these other systems. However, no assurances can be
given that the PrimeCareTM System will be accepted and used by a sufficient
number of physicians to ensure its profitability. See "RISK FACTORS".
B. CodeComplierTM:
--------------
The Company has also developed its CodeComplierTM, an application
software program that was designed to be used in conjunction with the
Company's PrimeCareTM System and its PrimeCareOnTheWeb.comTM (described below).
As each item of information is entered into, and collected by, the
PrimeCareTM System during the patient encounter, the CodeComplierTM organizes
the data in the proper classification and, using the 1997 HCFA guidelines,
automatically calculates HCFA's E and M code, with an audit trail, to be used
for reimbursement from Medicare and other third party payors for the office
visit. It reduces the time and effort which would otherwise be required by
physicians or office personnel to complete this task. CodeComplierTM takes the
guess work out of E&M compliance. However, no assurances can be given that the
Company can successfully market the product. See "RISK FACTORS"
C. PrimeCareOnTheWeb.com (the "PCW Site"):
-------------------------------------
The PCW Site is a Web site that enables a physician or staff member to
select HPI Questionnaires from the PrimeCare System for a patient to complete,
via the Internet. The PCW Site assigns a unique set of passwords that allows a
patient to access and answer the HPI Questionnaire(s) on the PCW Site. When
the interview is completed a Report is produced, containing the patient's HPI
and a list of the diagnostic possibilities, which is available for the
physician to review on the secure PCW Site. The PCW Site also gives the
physician access to
the PrimeCareTM System's physician reference articles and patient education
materials. It also uses the CodeComplierTM to calculate the E&M code for the
history portion of the visit. The PCW Site: (i) is HIPAA compliant; (ii)
protects all Internet communication and the confidentiality rights of every
user through a unique user ID and password for each questionnaire to be
answered, and through secure digital certificates from VeriSignTM, (iii)
encrypts all data for storage; (iv) creates a significant data base for
outcomes research; and (v) automatically provides registered physicians with
an individual Web site on YourOwnDoctorTM.com (see below). No assurances can
be given that the PCW Site will be accepted and used by a sufficient number of
physicians, and if used that sufficient revenues could be received from its
use to ensure its profitability. See "RISK FACTORS"
D. YourOwnDoctor.com (the "YOD Site"):
----------------------------------
The YOD Site is a Web community owned and operated by PSI that: (i)
provides free individual Web sites for healthcare providers who register for
the PCW Site; (ii) enables physicians to promote their own services through
displaying credentials, including photos, listing specialities, office hours,
directions, maps, phone numbers, e-mail addresses, and accepted insurance
plans; (iii) provides useful links to other medical Web sites; (iv) provides
a direct link from a physician's site to the PCW Site which enables patients
to access and complete appropriate HPI Questionnaires; (v) provides a direct
link to the YourOwnHealth.comTM site (see below) for use by patients. No
assurances can be given that the YOD Site will be accepted and used by a
sufficient number of healthcare providers, and if used that sufficient
revenues could be received from its use to ensure its profitability. See "RISK
FACTORS"
E. YourOwnHealth.com (the "YOH Site"):
---------------------------------
The YOH Site is a free, online health and wellness Web site, which
empowers YOH Site visitors to be better prepared for their next visit to the
doctor. The YOH Site offers:
(1) the "Medical Interview" that: (i) enables visitors to select and
complete, securely and anonymously, HPI Questionnaires. (The YOH Site contains
110 of the 280 HPI Questionnaires contained in the PrimeCareTM System); (ii)
generates and provides to the visitor a detailed HPI Report based upon their
responses to the Questionnaires; (iii) permits the visitor to answer the
Questionnaires in either English or Spanish; (iv) encrypts all medical data
and uses digital certificates from VeriSignTM for Internet communication; (v)
provides banner links to the YOD Site and to Denise Austin's Web site at
www.DeniseAustin.com (see below).
(2) "YourOwnHealthTM Notebook": (i) is a secure depository for storage
of personal and family medical data for visitors who register and become
Members; (ii) can be accessed only through the use of a registered ID and
Password created by the Member; (iii) encrypts all medical data and uses
digital certificates from VeriSignTM for secure Internet communication; (iv)
provides a convenient way to keep track of personal health issues such as
allergies, immunizations, medications and others that can be kept and edited
on designated lists; (v) allows the Member to save the HPI Reports generated
by completed Questionnaires, and to add personal notes and reminders to the
record.
(3) "YourOwnHealthTM Reference" provides extensive healthcare consumer
education material relating to diseases, disease management, medical
procedures and prescription and common over the counter medications,
including drug interaction.
No assurances can be given that the YOH Site will be accepted and used
by a sufficient number of consumers, and if used that sufficient revenues
could be received from its use to ensure its profitability. See "RISK FACTORS"
F. DeniseAustin.com.:
-----------------
The Company created, operates and markets a fitness Web site, known as
www.DeniseAustin.com, for Denise Austin, a nationally known fitness expert
who has had a daily fitness show on television for over 14 years. Through a
revenue sharing agreement with Denise Austin the Company promotes and markets
a variety of Denise Austin products on the Web site. Visitors and fans are
able to shop online for Denise Austin signature exercise videos, books,
equipment, gear, and private label apparel line and nutraceuticals (when
available); may sign up for her monthly news letter, enjoy her fitness tips,
exercises, motivation messages, and some of her favorite health recipes. No
assurances can be given that the Denise Austin Site will be accepted and used
by a sufficient number of consumers, and if used that sufficient revenues
could be received from sales to ensure its profitability. See "RISK FACTORS"
G. Miscellaneous:
------------- The Company believes that it could provide sufficient
working capital from operations through marketing its Internet products, the
Window 95/98/NT, ME versions of the PrimeCareTM System and CodeComplierTM.
Currently, The Company has no lines of credit and has no material commitments
for capital expenditures outstanding.
RISK FACTORS
1. Losses; Accumulated Deficit.
--------------------------- The Company has suffered losses from
operations during each of its last ten fiscal years, and for the three months
ended September 30, 2001. As a result of such losses, the Company had incurred
an accumulated deficit of $24,691,630, through September 30, 2001. The Company
is currently operating at a loss, and there can be no assurance that the
Company will operate at a profit in the future.
THE REPORT OF THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS IS
QUALIFIED AS TO CERTAIN MATTERS, INCLUDING THE COMPANY'S ABILITY TO OPERATE AS
A GOING CONCERN.
2. Impediments to Marketability of the Company's Products.
------------------------------------------------------- The financial
success of the Company is dependent upon its ability to successfully market
the PrimeCareTM System, YourOwnDoctor.com, PrimeCareOnTheWeb.com,
YourOwnHealth.com, CodeComplierTM, and DeniseAustin.com. See "THE COMPANY".
The PrimeCareTM System.
---------------------- The Prime CareTM System is a relatively new
concept in the management of a medical practice, and its success is dependent
upon its acceptance by healthcare providers. There can be no assurance that
the PrimeCareTM System will be accepted by a sufficient number of healthcare
providers to ensure its profitability. See "THE COMPANY".
PrimeCareOnTheWeb.com and YourOwnDoctor.com
--------------------- ----------------- are Web sites for healthcare
providers and are new concepts in the management of a medical practice and
their successes are dependent upon their acceptance by healthcare providers.
There can be no assurance that the PrimeCareOnTheWeb.com or YourOwnDoctor.com
will be accepted by a sufficient number of healthcare providers to ensure its
profitability. See "THE COMPANY".
YourOwnHealth.com
----------------- is a Web site for consumers, and is a new concept in
the management of a medical problems. Its success is dependent upon its
acceptance and use by consumers. There can be no assurance that
YourOwnHealth.com will be accepted by a sufficient number of consumers to
ensure its profitability. See "THE COMPANY".
3. Competition.
------------ The Company has not identified any competitive patient
management system which embodies all the features of the PrimeCareTM System.
However, other companies market systems which may have some of the features of
the PrimeCareTM System, and some companies also market medical office
products, but they perform functions different than those performed by the
PrimeCareTM System.
There can be no assurance that other products will not be developed by
third parties, which products could adversely affect the marketability or
profitability of any, or all, of the Company's products. There can be no
assurances that the Company's products will ever be profitable.
4. Copyrights.
----------- The content of the PrimeCareTM System and each of the
other products is protected by copyrights.
5. Government Regulation.
--------------------- The Company is operating in the medical
field, which is subject to extensive federal, state and local regulation.
Although the Company believes that it complies with all such regulations, it
cannot predict the nature or effect of government regulations that might
arise.
6. Liquidity, Capital Needs and Requirements.
----------------------------------------- To date, the Company has
been unable to provide sufficient working capital from operations, and
therefore, to fund its operations, has relied significantly on its sale of
equity interests in the Company, and from loans to it by some of its officers
and shareholders. See "FORM 10-KSB FOR FISCAL YEAR ENDED JUNE 30, 2001 and
FORM 10-QSB FOR QUARTER ENDED SEPTEMBER 30, 2001".
7. Reliance on Few Products.
------------------------ The Company currently relies for its
revenues on the marketing of the Prime CareTM System and its four Web sites.
See "THE COMPANY".
8. Reliance Upon Key Personnel.
--------------------------- To a substantial extent, the Company is
dependent upon the key personnel of the Company, and upon the key personnel
of PSI, for its future profitability and success. See "THE COMPANY".
9. No Dividend Distributions.
------------------------- The Company has never paid cash dividends
on its Common Stock. Payment of dividends are within the discretion of the
Company's Board of Directors, and will depend, among other factors, on
earnings, capital requirements and the operating and financial condition of
the Company. At the present time, the Company's anticipated requirements are
such, that it intends to follow a policy of retaining earnings, if any, in
order to finance the development of its businesses. See "PRICE RANGE OF COMMON
STOCK AND DIVIDENDS".
10. Board of Directors' Power to Create Preferred Stock.
---------------------------------------------------- On May 2, 1996,
a majority of the stockholders of the Company authorized the amendment of the
Company's Certificate of Incorporation thereby creating a class of 1,000,000
shares of preferred stock which may be issued in series. The Board of
Directors of the Company was authorized to determine and alter the rights,
preferences, privileges and restrictions granted to, or imposed upon, each
series of preferred stock to be issued. As a result, from time to time,
differing series of preferred stock could be created which could adversely
affect the voting power or other rights of the holders of Common Stock. In
accordance with this authority, the Board of Directors of the Company has
created 100,000 shares of a Series C Convertible Preferred Stock, none of
which has been issued to date, and has created and issued 100,000 shares of a
Series E Preferred Stock.. See "RECENT DEVELOPMENTS" and "DESCRIPTION OF
CAPITAL STOCK - Preferred Stock".
RECENT DEVELOPMENTS
Convertible Notes
- -----------------
On November 12, 2001, the Company's Board of Directors authorized the
issue of Convertible Notes (the "Notes") to those (the "Lenders") that the
Company is currently indebted to, in the amount of approximately $400,000.
The Notes have the following features and provisions: (1) the Notes are
convertible, in whole or in part, into Series C Preferred Stock (see below);
(2) the conversion rate is seven dollars and fifty cents ($7.50) per share of
Series C Preferred Stock; (3) the Notes will be secured by the shares of
common stock of PrimeCare Systems, Inc. held by the Company with each Lender
sharing in the collateral to the extent of the ratio of that Lender's loan
bears to the total of such loans outstanding; (4) the maturity date of their
Notes shall be eighteen months after the date of issue; and (5) the Company
has the right to issue additional Notes for future borrowing, and each new
Lender will share in the collateral pro rata.
Series C Preferred Stock
- ------------------------
On November 12, 2001, pursuant to prior authority from the Stockholders,
the Company's Board of Directors created 100,000 shares of preferred stock, to
be designated as Series C Preferred Stock, of which the preferences and other
rights, and the qualifications, limitations or restrictions thereof, include
the following: (1) each share is convertible into one hundred shares of Common
Stock, provided: (i) that the Company's authorized shares of Common Stock
will be increased to at least one hundred million authorized shares, an
action which requires the consent of both, the Company's Board of Directors,
and the Company's Shareholders; or in the alternative, (ii) in the absence of
an increase in the number of the Company's authorized shares of Common Stock,
to the extent permitted by the Company's Board of Directors out of the
existing authorized and unissued Common Stock; (2) the holders, of Series C
Preferred Stock, shall have one hundred (100) votes per share held and shall
have the right to vote for any purpose that the holders of the Company's
Common Stock may vote; (3) dividends, if any, shall be distributable out of
the aggregate of all cash dividends declared by the Company in any year, and
shall be calculated in an amount per share equal to one hundred (100) times of
the amount per share of dividends distributable to the holders of the Common
Stock; and (4) in the event of any voluntary or involuntary liquidation,
dissolution or other winding up of the affairs of the Company, the holders of
the Series C Preferred Stock shall be entitled to receive, out of the assets
and funds of the Company to be distributed, an amount per share equal to one
hundred (100) times of the amount per share to be distributed to the holders
of the Common Stock.
STOCKHOLDERS' EQUITY
The following table sets forth the Company's stockholders' equity as at
September 30, 2001 See "RISK FACTORS", "RECENT DEVELOPMENTS" and "DESCRIPTION
OF CAPITAL STOCK".
September 30, 2001
------------------
Stockholders' equity:
Preferred stock, authorized: 1,000,000 shares;
issued: 100,000 Series E shares, $.10 par value per share $ 10,000
Common stock, $.01 par value per share,
authorized: 50,000,000 shares; issued: 35,223,613 (1)(3) 352,236
Additional paid-in capital 24,682,592
Deficit (24,691,630)
Subscriptions receivable 33,000
------------
320,198
Less treasury stock, 12,500 shares at cost (62,500)
------------
Total Stockholders' equity $ 257,698
<FN>
(1) At September 30, 2001, an aggregate of 10,062,056 shares of Common Stock
were reserved with respect to the following warrants, exercisable:
at $1.00 per share, expiring October 2001 ..................................20,000
from $.26 to $.49 per share, expiring between November 2001 - June 2003....110,000
at $.65 per share, expiring December 2001 .................................150,000
at $.40 per share, expiring April 2002 ...................................100,000
at $.47 per share, expiring June 2002....................................1,787,000
at $.47 per share, expiring July 2002....................................1,227,000
at $.40 per share, expiring December 2002 ..................................50,000
at $.35 per share, expiring January 2003 ................................2,618,056
at $.40 per share, expiring February 2003 ..................................25,000
from $.15 to $.25 per share, expiring between September 2003 - June 2003....75,000
at $.10 per share, expiring July 2003 ...................................1,500,000
at $.10 per share, expiring August 2003 .................................1,400,000
at $.10 per share, expiring September 2003 ..............................1,000,000
---------
10,062,056
(2) At September 30, 2001, an aggregate of 500,000 warrants were issued
without shares of Common Stock reserved and the exercise of which is
conditioned upon the Company increasing the authorized number of shares of
Common Stock to one hundred million shares, said warrants being exercisable:
at $.10 per share, expiring September 2003 ................................500,000
(3) At December 28, 2001, an aggregate of 7,674,000 shares of Common Stock
were reserved for issuance with respect to the following Warrants exercisable:
from $.29 to $.49 per share, expiring between December 2001 - June 2002 ...100,000
at $.40 per share, expiring April 2002 ....................................100,000
at $.47 per share, expiring June 2002 .....................................517,000
at $.47 per share, expiring July 2002 .....................................267,000
at $.40 per share, expiring December 2002 ..................................50,000
at $.35 per share, expiring January 2003 ................................2,125,000
at $.40 per share, expiring February 2003 ..................................25,000
from $.15 to $.25 per share, expiring between September 2003 - June 2004 ...90,000
at $.10 per share, expiring July 2003 ...................................1,500,000
at $.10 per share, expiring August 2003 .................................1,900,000
at $.10 per share, expiring September 2003 ..............................1,000,000
---------
7,674,000
(4) At December 28, 2001, (i) an aggregate of 4,400,000 warrants were
issued without shares of Common Stock reserved for their exercise (the
"New Warrants"), and the exercise of these warrants is conditioned upon
the Company increasing the authorized number of shares of Common Stock
to one hundred million shares; and (ii) there be a modification with the
warrant holders' consent of an aggregate of 2,698,056 warrants,
previously issued with shares reserved thereby (the "Old Warrants"),
eliminating the requirement to reserve shares of Common Stock for
exercise of their warrants, and the exercise of these Old Warrants is
conditioned upon the Company increasing the authorized number of shares
of Common Stock to one hundred million shares:
New Warrants
- ------------
at $.10 per share, expiring August 2003 ................................1,000,000
at $.10 per share, expiring September 2003 ...............................500,000
at $.15 per share, expiring December 2004 ..............................2,900,000
---------
4,400,000
Old Warrants
- ------------
at $.25 per share, expiring June 2003 ..................................1,245,000
at $.25 per share, expiring July 2003 ....................................960,000
at $.25 per share, expiring January 2004 .................................493,056
---------
2,698,056
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale by the
Selling Stockholders of their shares of Common Stock.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Company's Common Stock is quoted on the OTC Bulletin Board under the
symbol OCGT. Prior to February 19, 1998 the Company's Common Stock was traded
on the National Association of Securities Dealers Automatic Quotation
("NASDAQ") System ("NASDAQ Small Cap"), under the NASDAQ symbol OCGT. The
following table sets forth the range of high and low closing prices for the
Company's Common Stock for the periods indicated. Prices represent quotations
between dealers, without adjustments for retail markups, markdowns or
commissions, and may not represent actual transactions.
Fiscal Year Ended June 30, 2000 High Low
- ------------------------------- ---- ---
1st Quarter .5156 .2969
2nd Quarter .5312 .3125
3rd Quarter .4531 .2969
4th Quarter .3594 .1406
Fiscal Year Ended June 30, 2001
- -------------------------------
1st Quarter .1875 .1250
2nd Quarter .1562 .0469
3rd Quarter .3125 .0625
4th Quarter .1875 .0750
Fiscal Year Ending June 30, 2002
- --------------------------------
1st Quarter .0900 .0500
2nd Quarter (to December 28, 2001) .1900 .0600
As of June 30, 2001, the Company had approximately 1,339 record holders
of shares of its Common Stock, including stockholders whose shares are
registered in "nominee" or "street" name. See "STOCKHOLDERS' EQUITY'. The
closing bid price per share for the Company's Common Stock, as quoted on the
OTC Bulletin Board on December 28, 2001, was $.105.
The Company has never paid cash dividends on its Common Stock. Payment
of dividends are within the discretion of the Company's Board of Directors and
will depend, among other factors, on earnings, capital requirements and the
operating and financial condition of the Company. At the present time, the
Company's anticipated requirements are such that it intends to follow a policy
of retaining earnings, if any, in order to finance the development of its
businesses. See "RISK FACTORS".
SELLING STOCKHOLDERS
The following table sets forth the shares of Common Stock of the
Company owned by the Selling Stockholders (including shares reserved for
issuance upon exercise of warrants), the number of shares to be sold and the
number of shares to be owned following such sale.
Shares Owned
Shares Owned Shares to be Following Sale
Name (% of Class)(1) Sold (1) (% of Class)
John Adams 80,000 40,000 40,000
James Bodensteiner 80,000 40,000 40,000
Dorothy Miller 80,000 40,000 40,000
Charity Nebbe 20,000 10,000 10,000
Douglas & Peggy Nebbe 80,000 40,000 40,000
Carver Nebbe 20,000 10,000 10,000
Jack Wilkinson 66,666 33,333 33,333
Richard Broadie 20,000 10,000 10,000
Frank Badger 100,000 50,000 50,000
Richard Hesslink 150,000 50,000 50,000
Mary Badger 14,000 7,000 10,000
Kirk Manfredi 33,332 16,666 16,666
Curtis Shiver 583,332(1.21%) 291,666 291,666
Nathan Nebbe 120,000 60,000 60,000
William Cochran 80,000 40,000 40,000
Ed Rathmell 80,000 40,000 40,000
Dennis Nebbe 962,670(1.99%) 526,335 336,335
John Johnson 20,000 20,000 20,000
Linda J. Nebbe, Successor Ttee 1,500,000(3.11%) 1,500,000 0
Glen M. Lloyd, Rev. Tr., u/a DTO
Erich Augustin 616,000(1.28%) 450,000 166,000
Cambridge Consulting Group 1,600,000(3.31%) 1,600,000 0
Diaz Corporation 1,163,706(2.41%) 819,000 344,706
Dolphin Investments Ltd. 1,611,112(3.34%) 1,611,112 0
W. Jordan Fitzhugh (a)(b) 725,000(1.50%) 235,000 490,000(1.01%)
Abdul H. Jamaludeen (a)(b) 300,000 300,000 0
Valorie Levine (c) 639,000(1.32%) 625,000 14,000
Zachary Levine (c) 639,000(1.32%) 625,000 14,000
Masterdisk Corporation 200,000 200,000 0
Jeffrey P. Nelson 1,499,000(3.10%) 1,000,000 499,000(1.03%)
Mark E. Nelson 676,000(1.40%) 375,000 301,000
Jarema S. Rakoczy 549,000(1.14%) 190,000 359,600
Wynne B. Stern, Jr. 925,000(1.92%) 475,000 450,000
Louis E. Teichholz 275,000 275,000 0
Woodcroft Limited 250,000 250,000 0
Vistaquest, Inc. 1,500,000(3.11%) 1,500,000 0
Lexus Partners Ltd. 400,000 400,000 0
Hookipa Capital 150,000 150,000 0
West Isle Ventures Ltd. 200,000 200,000 0
Mentor One Solutions 800,000(1.66%) 800,000 0
John J. Formicola 1,500,000(3.11%) 1,500,000 0
<FN>
(1) Includes shares reserved for issuance upon exercise of warrants. See
"RECENT DEVELOPMENTS".
Of the Selling Stockholders named above, the nature of the position,
office, or other material relationship which any such Selling Stockholder has
had within the past three years with the Company or any of its predecessors or
affiliates is as follows: (i) Edward C. Levine is its President and a
Director; (ii) Jeffrey P. Nelson is the Secretary and a Director; (iii) Jarema
S. Rakoczy is a Vice President of a subsidiary and a Director; (iv) Erich W.
Augustin was a Director and aVice President, (v) Wynne B. Stern, Jr. is
Counsel; (vi) a shareholder and officer of Masterdisk Corporation is the son
of the President of the Company; (vii) Louis Evan Teichholz is a member of the
Company's Medical Advisory Board; (viii) Mark E. Nelson is the brother of
Jeffrey P. Nelson; (ix) those whose name is followed by an "(a)", are former
directors, officers and/or stockholders of PSI, who acquired Common Stock
primarily in exchange for their share holdings in PSI; (x) those whose name
is followed by a "(b)" are currently officers of PSI; (xi) those whose name
is followed by a "(c)" are grandchildren of the President of the Company.
DESCRIPTION OF CAPITAL STOCK
Common Stock
------------
The Company is authorized to issue 50,000,000 shares of Common Stock. Each
holder of Common Stock is entitled to one vote per share at all stockholders'
meetings. No share of Common Stock is entitled to any preference over any
other share, and each share of Common Stock is equal to every other share of
Common Stock in all respects. There are no preemptive rights to purchase
additional shares by virtue of the fact that a person is a stockholder of the
Company. Stockholders do not have the right to cumulate their votes for the
election of directors. Accordingly, the holders in the aggregate of shares in
excess of 50% of the outstanding shares of Common Stock (and Series E
Preferred Stock - see below) can elect all of the members of the Company's
Board of Directors. Holders of Common Stock are entitled to such dividends as
may be declared from time to time by the Board of Directors in its discretion,
on a ratable basis, out of funds legally available there for, and to a pro rat
a share of all assets available for distribution upon liquidation, dissolution
or the winding up of the affairs of the Company. Payments of dividends and/or
distributions in respect of the Common Stock can only be made if funds for the
same are available after payment (or provisions for such payment) has been
made in respect of Preferred Stock. See "DESCRIPTION OF CAPITAL STOCK -
Preferred Stock."
Continental Stock Transfer & Trust Company is the transfer agent and
registrar for the Common Stock.
Preferred Stock
---------------
The Company is authorized to issue 1,000,000 shares of Preferred Stock,
$.10 par value per share, which shares may be issued by the Board of Directors
(herein, the "Board") in series, each series having such voting powers,
designations, preferences, rights, qualifications, limitations and
restrictions as may be deemed appropriate by the Board, without the necessity
of further stockholder action, except to the extent required by the
Certificate of Incorporation, the General Corporation Law of the State of
Delaware or other applicable laws and regulations.
The Board has designated 100,000 shares as Series E Preferred Stock, of
which the preferences and other rights, and the qualifications, limitations or
restrictions thereof, include the following: (1) the shares are
nonconvertible; (2) the holders shall have the right to vote for any purpose
on the same basis as the holders of the Company's Common Stock; (3) dividends
shall not be cumulative and shall be distributable out of the aggregate of all
cash dividends declared by the Company in any year, and shall be calculated as
follows: the aggregate amount of all cash dividends declared and to be
distributed by the Company to all classes of its stockholders in a fiscal year
shall be multiplied by a fraction, the (A) numerator of which shall be an
amount equal to fifty (50%) percent of the net profits of the Company's
subsidiary, MIS, for the prior fiscal year; and the (B) denominator of which
shall be the sum of the said net profits of the Company (including those of
MIS) for such prior fiscal year; (4) the shares may be redeemed, in whole or
in part, at the option of the Company, at the price of $30.00 per share, plus
all accrued and unpaid dividends thereon, at any time commencing three years
after the date of issuance. On June 25, 1992, 100,000 shares of Series E
Preferred Stock were issued in conjunction with the acquisition of MIS (see
"THE COMPANY').
The Board has designated 100,000 shares as Series C Preferred Stock, of
which the preferences and other rights, and the qualifications, limitations or
restrictions thereof, include the following: (1) the shares are convertible
into one hundred shares of Common Stock for each share of Series C Preferred
Stock converted, provided: (i) in the absence of an increase in the number of
the Company's authorized shares of Common Stock, to the extent authorized by
the Company's Board of Directors; or (ii) in the alternative, in the event
that the Company's Shareholders shall authorize the Corporation's Board of
Directors to increase the number of the Corporation's authorized shares of
Common Stock to at least one hundred million authorized shares; (2) the
holders shall have one hundred (100) votes per share held and shall have the
right to vote for any purpose that the holders of the Company's Common Stock
may vote; (3) dividends shall not be cumulative and shall be distributable out
of the aggregate of all cash dividends declared by the Company in any year,
and shall be calculated in an amount per share equal to one hundred (100)
times of the amount per share of dividends distributable to the holders of the
Common Stock; and (4) In the event of any voluntary or involuntary
liquidation, dissolution or other winding up of the affairs of the Company,
the holders of the Series C Preferred Stock shall be entitled to receive out
of the assets and funds of the Company to be distributed an amount per share
equal to one hundred (100) times of the amount per share to be distributed to
the holders of the Common Stock
PLAN OF DISTRIBUTION
The shares offered hereby are being sold by the Selling Stockholders acting
as principal for each of their own accounts. The Company will receive none of
the proceeds from this offering.
The distribution of the shares offered hereby by the Selling Stockholders
is not subject to any underwriting agreement. The Company expects that the
Selling Stockholders will sell their shares covered by this Prospectus through
customary brokerage channels, either through broker-dealers acting as agents
or brokers for the seller, or through broker-dealers acting as principals, who
may then resell the shares in the over-the-counter market, or at private sale
or otherwise, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Selling
Stockholders may effect such transactions by selling their shares to or
through broker-dealers, and such broker-dealers may receive compensation in
the form of underwriting discounts, concessions or commissions from the
Selling Stockholders and/or the purchasers of the shares offered hereby for
whom they may act as agent (which compensation may be in excess of customary
commissions). The Selling Stockholders and any broker-dealers that participate
with the Selling Stockholders in the distribution of shares offered hereby may
be deemed to be underwriters and any commissions received by them might be
deemed to be underwriting discounts and commissions under the Securities Act.
One or more supplemental prospectuses will be filed pursuant to Rule 424
under the Securities Act to describe any material arrangements for the resale
of the shares offered hereby when such arrangements are entered into by the
Selling Stockholders and any broker-dealers that participate in the
distribution of the said shares.
The Selling Stockholders are not restricted as to the price or prices at
which they may sell their shares of Common Stock. Sales of such shares at
less than the market prices may depress the market price of the Company's
Common Stock. Moreover, none of the Selling Stockholders, except Messrs.
Edward C. Levine, Jeffrey P. Nelson, Jarema S. Rakoczy, W. Jordan Fitzhugh and
Abdul H. Jamaludeen (who are affiliates of the Company) is restricted as to
the number of shares of Common Stock which may be sold by them at any one
time, and it is possible that a significant number of shares of Common Stock
could be sold at the same time which may also have a depressive effect on the
market price of the Company's Common Stock. However, it is anticipated that
the sale of the shares of Common Stock offered hereby will be made over the
approximately twenty-four month period commencing with the date of this
Prospectus.
LEGAL MATTERS
Legal matters in connection with the validity of the issuance of the
securities offered hereby will be passed upon for the Company by Wynne B.
Stern, Jr., 1890 Palmer Avenue, Suite 302, Larchmont, New York 10538, as
counsel. Mr. Stern owns, and has warrants to purchase, shares of Common Stock.
See "SELLING STOCKHOLDERS" and "RECENT DEVELOPMENTS."
EXPERTS
The consolidated balance sheets of OCG Technology, Inc. and its
subsidiaries, as of June 30, 2001 and 2000, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
periods then ended, and the related financial statement schedules included in
the Company's Annual Report on Form 10-KSB for the year ended June 30, 2001,
incorporated by reference in this Prospectus, have been audited by Arthur
Yorkes & Company LLP, independent certified public accountants, whose
qualified report thereon, (which includes an explanatory paragraph regarding
the ability of the Company to continue as a going concern), also is
incorporated by reference in this Prospectus, and have been incorporated
herein in reliance upon the report of Arthur Yorkes & Company LLP given upon
the authority of said firm as experts in accounting and auditing.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OTHER THAN THOSE CONTAINED OR TO
MAKE ANY REPRESENTATIONS IN CONNECTION WITH
THIS OFFERING OTHER THAN THOSE CONTAINED OR 16,786,778 Shares
INCORPORATED BY REFERENCE IN THIS PROSPECTUS
OR IN ANY PROSPECTUS SUPPLEMENT, AND, IF
GIVEN OR MADE, SUCH OTHER INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS, OR ANY PROSPECTUS SUPPLEMENT,
DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE REGISTERED OCG TECHNOLOGY, INC.
SECURITIES TO WHICH IT RELATES OR AN OFFER
TO ANY PERSON IN ANY JURISDICTION OR IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION WILL BE UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS, OR ANY PROSPECTUS
SUPPLEMENT, NOR ANY SALE MADE HEREUNDER, OR
THEREUNDER, SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO Common Stock
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF, OR THEREOF, OR THAT THE
INFORMATION CONTAINED HEREIN, OR THEREIN,
IS CORRECT AS OF ANY TIME SUBSEQUENT
TO ITS DATE.
TABLE OF CONTENTS
Page
---- ----------
Available Information .............. 2 PROSPECTUS
Documents Incorporated ----------
by Reference .................... 2
The Company ........................ 3
Risk Factors ....................... 5
Recent Developments ................ 6
Stockholders' Equity ............... 8
Use of Proceeds .................... 10
Price Range of Common Stock
and Dividends ................... 10
Selling Stockholders ............... 11
Description of Capital Stock ....... 12
Plan of Distribution ............... 13
Legal Matters ...................... 13
Experts ............................ l4
UNTIL JANUARY 27, 2002 (25 DAYS
AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE
REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE
REQUIRED TO DELIVER A PROSPECTUS. THIS IS
IN ADDITION TO THE OBLIGATION OF DEALERS
TO DELIVER A PROSPECTUS WHEN ACTING AS January 2, 2002
UNDERWRITERS AND WITH RESPECT TO THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM. 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
-------------------------------------------
The Company will bear all costs and expenses in connection with the sale
and distribution of the shares being registered. The following table sets
forth the costs and expenses of the sale of such shares:
Description Amount
----------- ------
Securities and Exchange Commission filing fee...... $ 441.32
Legal and accounting fees ......................... $1,000.00*
Miscellaneous ..................................... $1,000.00*
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
The Registrant is a Delaware corporation. Section 145 of the Delaware
General Corporation Law generally provides that a corporation is empowered to
indemnify any person who is made a party to a proceeding or threatened
proceeding by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or was, at the request of the
corporation, serving in any of such capacities in another corporation or other
enterprise. This statute describes in detail the right of a Delaware
corporation to indemnify any such person. Article Tenth of the Registrant's
amended Certificate of Incorporation provides:
No director shall be personally liable to the corporation or its
stockholders for monetary damages for any breach of fiduciary duty by
such director as a director, except (i) for breach of the director's
duty of loyalty to the corporation or its stockholders (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit. If the Delaware General
Corporation Law is amended after approval by the stockholders of this
provision to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of any director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended. Any
repeal or modification of the foregoing paragraph by the stockholders of
the corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such appeal or
modification.
Article VI of the By-laws, as amended, of the Registrant provides generally
for indemnification of all such directors, officers, employees and agents to
the full extent permitted under the above-referenced section 145 of Delaware
General Corporation Law.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
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 against the Registrant by such director, officer or
controlling person in connection with the shares 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.
ITEM 16. EXHIBITS
Exhibit No. Description
- ---------- -----------
3.1(a)** Certificate of Incorporation of Registrant filed July 3, 1969
(incorporated by reference to Exhibit 3.1(a) to the Annual Report
on Form 10-K for the Year ended June 30, 1985).
3.1(b)** Certificate of Amendment of Certificate of Incorporation filed
March 28, 1973 (incorporated by reference to Exhibit 3.1(b) to the
Annual Report on Form 10-K for the Year ended June 30, 1985).
3.1(c)** Certificate of Ownership and Merger filed June 21, 1974
(incorporated by reference to Exhibit 3.1(c) to the Annual Report
on Form 10-K for the Year ended June 30, 1985).
3.1(d)** Certificate of Change of Agent and Location of Registrant filed
December 16, 1976 (incorporated by reference to Exhibit 3.1(d) to
the Annual Report on Form 10-K for the Year ended June 30, 1985).
3.1(e)** Certificate of Amendment of Certificate of Incorporation filed
December 26, 1985 (incorporated by reference to Exhibit 3.1(e) to
the Annual Report on Form 10-K for the year ended June 30, 1987).
3.1(f)** Certificate of Resolutions Creating Series A Convertible Preferred
Stock filed January 23, 1986 (incorporated by reference to Exhibit
3.1(f) to the Annual Report on Form 10-K for the year ended June
30, 1987).
3.1(g)** Certificate of Correction filed to Correct A Certain Error in the
Certificate of Amendment of the Certificate of Incorporation filed
March 26, 1986 (incorporated by reference to Exhibit 3.1(g) to the
Annual Report on Form 10-K for the year ended June 30, 1987).
3.1(h)** Certificate of Correction filed to Correct Certain Errors in the
Certificate of Stock Designation filed March 26, 1986
(incorporated by reference to Exhibit 3.1(h) to the Annual Report
on Form 10-K for the year ended June 30, 1987).
3.1(i)** Certificate of Amendment of Certificate of Incorporation filed
August 18, 1987 (incorporated by reference to Exhibit 3.1(i) to
the Annual Report on Form 10-K for the year ended June 30, 1988).
3.1(j)** Certificate of Change of Agent and Location of Registrant filed
April 9, 1991 (incorporated by reference to Exhibit 3.1(j) to the
Annual Report on Form 10-K for the Year ended June 30, 1991).
3.1(k)** Certificate of Resolutions Creating Series E Convertible Preferred
Stock filed June 19, 1992 (incorporated by reference to Exhibit
3.1(k) to the Annual Report on Form 10-K for the year ended June
30, 1992).
3.1(1)** Certificate of Correction filed to Correct Certain Errors in the
Certificate of Amendment of the Certificate of Incorporation filed
June 19, 1992 (incorporated by reference to Exhibit 3.1(1) to the
Annual Report on Form 10-K for the year ended June 30, 1992).
3.1(m)** Certificate of Amendment of Certificate of Incorporation filed
June 7, 1996 (incorporated by reference to Exhibit 3(i).10 to the
Annual Report on Form 10-KSB for the year ended June 30, 1996).
3.1(n)** Certificate of Resolutions Creating Series B Convertible Preferred
Stock filed May 3, 1994 (incorporated by reference to Exhibit 4 to
the Current Report on Form 8-K filed June 1, 1994).
3.1(o)** Certificate of Amendment No.1 Filed to Modify the Certificate of
Designation Creating Series B Preferred Stock filed August 30,
1996 (incorporated by reference to Exhibit 4.5 to the Annual
Report on Form 10-KSB for the year ended June 30, 1996).
5 *** Opinion of Wynne B. Stern, Jr.
23.1 * Consent of Arthur Yorkes & Company LLP
23.2 *** Consent of Wynne B. Stern, Jr. (included in Exhibit 5)
- ------------------
* Filed herewith
**Previously Filed
***To be Filed
ITEM 17. UNDERTAKINGS
See Item l5
The 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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this
Registration Statement: and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement
(other than as provided in instructions to Item 512(a)(1) of Regulation
S-K) provided, however, that the undertakings set forth in paragraphs
(1)(i) and (1)(ii) above do not apply if the Registration Statement is
on Form S-3 or Form S-8 and 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 Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment that contains a form of
prospectus 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 tide 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.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act 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 tide offering
thereof.
(5) That, 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.
(6) That, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, there
unto duly authorized, in the City of New Rochelle, State of New York, on
January 2, 2002.
OCG TECHNOLOGY, INC.
/s/ Edward C. Levine
---------------------------
By: Edward C. Levine, President
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ---------------------- -----------------
/s/ Edward C. Levine
- --------------------
Edward C. Levine President and Director January 2, 2002
/s/ Jeffrey P, Nelson
- ---------------------
Jeffrey P. Nelson Secretary and Director January 2, 2002
/s/ Jarema S. Rakoczy
- ----------------------
Jarema S. Rakoczy Director January 2, 2002
EXHIBIT INDEX
Exhibit No. Description Page
- ---------- -----------
5 * * Opinion of Wynne B. Stern, Jr.
23.1 * Consent of Arthur Yorkes & Company LLP
23.2 * * Consent of Wynne B. Stern, Jr.
- --------------------
* Filed herewith
**To be Filed
EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
OCG Technology, Inc.
New Rochelle, New York
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-3 of our report
dated December 31, 2001, relating to the consolidated financial statements
and schedules of OCG Technology, Inc. and subsidiaries appearing in the
Company's Annual Report on Form 10-KSB for the year ended June 30, 2001.
/s/Arthur Yorkes and Company LLP
-----------------------------
New York, New York Arthur Yorkes and Company LLP
December 31, 2001 Certified Public Accountants