Prospectus Filed Pursuant to Rule 424(b)(3)
relating to Registration Statement No. 33-9344
PROSPECTUS
PUBLICKER INDUSTRIES INC.
1,082,420 Shares of Common Stock,
issuable upon exercise of Warrants
and
1,228,800 Shares of Common Stock,
issuable upon exercise of Warrants
Publicker Industries Inc., a Pennsylvania corporation
(the "Company"), hereby offers 1,082,420 shares of common stock
of the Company, par value $.10 per share (the "Common Stock"), to
the holders of its outstanding Common Stock Purchase Warrants (the
"Common Stock Purchase Warrants"). The Common Stock Purchase
Warrants were part of the Units, each consisting of $1,000
principal amount of 13% Subordinated Notes due December 15, 1996
(the "Notes") and 120 Warrants, originally sold by the Company
pursuant to an underwritten public offering which commenced on
December 17, 1986 (the "1986 Offering"). The Company also hereby
offers 1,228,800 shares of Common Stock to the holders of certain
warrants (the "Underwriter's Warrants") originally issued to the
underwriter in connection with the 1986 Offering. The Common
Stock Purchase Warrants and Underwriter's Warrants are
collectively referred to herein as the "Warrants."
Prior to a modification of the Warrants approved by
the Company's shareholders on July 2, 1997 (the "Warrant
Modification"), each Common Stock Purchase Warrant and
Underwriter's Warrant entitled the holder thereof to purchase
1.024 shares of Common Stock for $1.95 per share (subject to
adjustment in certain circumstances), and unless exercised, was to
have expired at 5:00 p.m., New York City time, on December 15,
1996 (December 17, 1996 in the case of the Underwriter's Warrants)
and thereafter was to have been void.
(Continued on next page)
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS WHICH
SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE
SECURITIES OFFERED HEREBY.
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.
Under the terms of the Warrant Modification, in order
to retain the Common Stock Purchase Warrants and Underwriter's
Warrants, each holder must exercise at any time after August 14,
1997 but prior to 5:00 p.m., New York City time, on September 15, 1997
(the "Qualifying Exercise Expiration Date"), at
the current exercise price of $1.95 per share of Common Stock, at
least twenty-five percent (25%) (the "Requisite Percentage") of
the Common Stock Purchase Warrants and Underwriter's Warrants
owned by such holder as of December 15, 1996 (December 17, 1996,
in the case of the Underwriter's Warrants). Any holder of Common
Stock Purchase Warrants or Underwriter's Warrants who exercises
the Requisite Percentage of such holder's Warrants in accordance
with the foregoing, will retain the remaining Warrants held by
such holder, as modified. If a holder of Common Stock Purchase
Warrants or Underwriter's Warrants fails to exercise the Requisite
Percentage of such Warrants prior to the Qualifying Exercise
Expiration Date, all of such holder's Common Stock Purchase
Warrants and Underwriter's Warrants will thereafter be void. For this
purpose, an individual who holds warrants in more than one capacity
(e.g., as a fiduciary or on behalf of an individual retirement
account)is a separate holder in each such capacity.
The Warrant Modification will result in the following
changes to the unexercised Common Stock Purchase Warrants and
Underwriter's Warrants (i.e., the 75% balance of the Warrants
owned as of December 15, 1996 or December 17, 1996, as the case
may be) (the "Remaining Modified Warrants"):
Five-Year Extension. The expiration date of the
Remaining Modified Warrants will be extended to
5:00 p.m., New York City time, on July 2, 2002.
Increased Exercise Price. The exercise price of
the Remaining Modified Warrants will increase
from $1.95 per share to $2.00 per share
initially, with additional annual increases
through July 2, 2002 to a maximum of $2.40 per
share of Common Stock (in each case, subject to
adjustment in certain circumstances).
Except as set forth above, all other terms and conditions of the
Common Stock Purchase Warrants and Underwriter's Warrants will
remain in effect. See "DESCRIPTION OF SECURITIES -- WARRANTS."
The Warrants may be exercised upon surrender of the
certificate for such Warrants at the offices of the Company,
serving as its own warrant agent (the "Warrant Agent"), in
Fairfield, Connecticut, with the Purchase Form on the reverse side
of the warrant certificate filled out and executed as indicated
thereon, accompanied by payment of the full applicable aggregate
exercise price in cash or by certified or official bank check, or
any combination thereof, for the number of Warrants being
exercised.
The Company's Common Stock is traded on the over-the-
counter ("OTC") Bulletin Board (trading symbol: "PLKR"), and the
Warrants are traded on the over-the-counter market. On August 13,
1997, the last reported sale price for the Common Stock as
reported by the OTC Bulletin Board was $1.53. There is no
established public trading market for the Warrants. See
"DESCRIPTION OF SECURITIES."
The Common Stock issuable upon exercise of Warrants is
being offered directly by the Company, without an underwriter.
The Company will receive proceeds upon the exercise of Warrants,
but will not receive any proceeds from the resale or sale by the
holders thereof of the shares of Common Stock issuable upon
exercise by them of Warrants.
The date of this Prospectus is August 14, 1997.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement (together
with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the securities offered hereby.
This Prospectus, which constitutes part of the Registration
Statement, does not contain all of the information set forth in
the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For
further information with respect to the Company and the
securities, reference is made to the Registration Statement.
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,
proxy statements, information statements and other information
with the Commission. The Registration Statement, as well as such
reports, proxy statements, information statements and other
information can be inspected and copied (at prescribed rates) at
the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at
the public reference facilities maintained at the regional offices
of the Commission located at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and Seven World Trade
Center, Suite 1300, New York, New York 10048. The Commission also
maintains an Internet WebSite at http://www.sec.gov that contains
reports, proxy statements and information statements and other
information regarding registrants that file electronically with
the Commission. In addition, such reports, proxy statements,
information statements and other information may also be inspected
at the offices of the National Association of Securities Dealers,
Inc., located at 1735 K Street, N.W., Washington, D.C. 20006.
The Company's Common Stock is traded on the OTC
Bulletin Board and its Warrants are traded from time to time in
the over-the-counter market.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated herein by reference and made a part of
the Registration Statement are:
(1)the descriptions of the Company's Common Stock
and associated rights to purchase preferred stock which are
contained in a Registration Statement filed pursuant to the
Exchange Act, and any amendments or reports filed for the purpose
of updating such description,
(2)the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, as amended by Amendments
No. 1 and 2 thereto,
(3)the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 1997, and the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 1997, all of which documents are on file with the Commission.
All documents subsequently filed by the Company with
the Commission pursuant to Section 13(a), 13(c), 14, or 15(d) of
the Exchange Act after the date of this Prospectus will be deemed
to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing of such documents. Any
statement contained in any document incorporated by reference
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.
The Company will provide without charge to each person
(including any beneficial owner) to whom a copy of this Prospectus
is delivered, upon the written or oral request of such person, a
copy of each document incorporated herein by reference. Requests
for such copies should be directed to Antonio L. DeLise, Vice
President and Secretary, Publicker Industries Inc., One Post Road,
Fairfield, Connecticut 06430, telephone (203) 254-3900.
THE COMPANY
Publicker Industries Inc. operates in two business
segments: manufacturing and services. The Company's
manufacturing segment consists of one subsidiary company --
Greenwald Industries, Inc. ("Greenwald"). Greenwald designs and
manufactures coin meter systems used primarily in the commercial
laundry appliance industry. The Company's services segment
consists of one subsidiary company -- Orr-Schelen-Mayeron &
Associates, Inc. ("OSM"). OSM provides general engineering,
design and architectural services. As used herein, the term
"Company" means Publicker Industries Inc. and its consolidated
subsidiaries, unless the context indicates otherwise. The
Company's principal executive offices are located at One Post
Road, Fairfield, Connecticut 06430, telephone (203) 254-3900.
RISK FACTORS
Prospective investors should carefully consider the
specific factors set forth below as well as the other information
included in this Prospectus before deciding to invest in the
Company's Common Stock.
Ability to Consummate an Acquisition. The Company has
identified its primary objective for 1997 to be the identification
of one or more suitable acquisition candidates. The Company has
not yet identified any potential acquisition candidates or
determined the amount or source of any indebtedness which would be
incurred to finance future acquisitions. There can be no
assurance that the Company will be successful in its strategy to
identify, finance and consummate an acquisition.
Losses from Continuing Operations. The Company
incurred losses from continuing operations in fiscal years 1996,
1995 and 1994 of approximately $3.7 million, $5.3 million and $5.1
million, respectively. The Company incurred a loss from
continuing operations of $984,000 for the six month period ended
June 30, 1997. There can be no assurance that the Company will
not incur losses in the future.
Absence of a Public Market. The Company's Common
Stock is traded on the OTC Bulletin Board but is not listed on a
national securities exchange. There can be no assurance that an
active trading market for the Common Stock will develop or be
sustained.
Technological Obsolescence. Greenwald designs and
manufactures mechanical coin meter systems used primarily in the
commercial laundry appliance industry. Greenwald is vulnerable to
the potential obsolescence of the coin handling equipment that it
manufactures, as advances are made towards the development of
equipment utilizing electronic and smart card technologies.
Dependence on Key Personnel. The Company's OSM
subsidiary is dependent in large part on the continued services of
its key management and engineering personnel and on its ability to
continue to attract, motivate and retain highly qualified
personnel in those areas. The inability to hire and retain such
personnel could have an adverse effect upon the Company's
business, financial condition and results of operations.
Dependence on Midwest Markets. OSM provides its
services primarily for customers in the construction industry
located in the Midwest (principally Minnesota). Its performance,
therefore, is dependent upon economic conditions in these markets.
A decline in the economy, and, in particular, the construction
industry, in these markets could have an adverse effect upon the
Company's business, financial condition and results of operations.
Anti-Takeover Provisions. The Company's rights plan,
its ability to issue up to 700,000 shares of Class A Preferred
Stock, in one or more series, and to fix the rights, preferences,
privileges and restrictions, including voting rights of such
shares of Class A Preferred Stock without any further vote or
action by the holders of the Common Stock and certain rights of
holders of Common Stock under Pennsylvania law to receive the fair
value of their shares upon the occurrence of a change of control
could have the effect of delaying, deferring or preventing a
change of control of the Company. See "DESCRIPTION OF
SECURITIES -- CAPITAL STOCK."
USE OF PROCEEDS
Under the terms of the Warrant Modification, in order
to retain the Common Stock Purchase Warrants and Underwriter's
Warrants, each holder must exercise at any time after August 14,
1997 but prior to the Qualifying Exercise Expiration Date, at the
current exercise price of $1.95 per share of Common Stock, at
least the Requisite Percentage of the Common Stock Purchase
Warrants and Underwriter's Warrants owned by such holder as of
December 15, 1996 (December 17, 1996, in the case of the
Underwriter's Warrants). If all holders of Warrants were to
exercise the Requisite Percentage of Warrants at the current
exercise price of $1.95 per share, the Company would realize
proceeds of approximately $1.1 million for the issuance of 577,805
shares of Common Stock. If all the Remaining Modified Warrants
were exercised, the Company would receive additional proceeds of
between approximately $3.5 million (if all Remaining Modified
Warrants were exercised prior to July 2, 1998) and approximately
$4.2 million (if all Remaining Modified Warrants were exercised
during the year ending July 2, 2002). There can be no assurance
that any Warrant will be exercised or that the Company will
realize any proceeds upon the exercise of Warrants.
Because the Company does not know when it will receive
any proceeds from the exercise of Warrants, or the amount of any
proceeds it may receive, the Company has not dedicated such
proceeds to any particular use and intends to add any such
proceeds to working capital.
Until used, the Company intends to invest such
proceeds in government securities, certificates of deposit,
commercial paper, and other short-term investments.
PLAN OF DISTRIBUTION
The shares of Common Stock underlying the Warrants are
being offered directly by the Company, without an underwriter, and
the holders of such Warrants may purchase shares of Common Stock
directly from the Company upon the exercise of the respective
Warrants in the manner described under "DESCRIPTION OF
SECURITIES."
DESCRIPTION OF SECURITIES
Exercise of Warrants
Outstanding Common Stock
Purchase Warrants. . . . . . . . . .1,057,050, each of which entitles
the holder thereof to purchase
1.024 shares of Common Stock
Outstanding Underwriter's Warrants . 1,200,000, each of which entitles
the holder thereof to purchase
1.024 shares (subject to
adjustment in certain
circumstances) of Common Stock
Exercise Price of Warrants . . . . .. Exercise Price
per Share of
Period Common Stock(1)
On or prior to the
Qualifying Exercise
Expiration Date $1.95
Qualifying Exercise
Expiration Date
- July 2, 1998 $2.00
July 3, 1998-July 2, 1999 $2.10
July 3, 1999-July 2, 2000 $2.20
July 3, 2000-July 2, 2001 $2.30
July 3, 2001-July 2, 2002 $2.40
Expiration Date of
Warrants . . . . . . . . . . . . . . 5:00 P.M., New York City Time, on
July 2, 2002
Shares Outstanding
Shares Outstanding as of
July 31, 1997. . . . . . . . . . . . 13,562,685 (2)
Shares Outstanding After
Offering . . . . . . . . . . . . . . 15,873,905 (3)
(1) Subject to adjustment in certain circumstances. See
"DESCRIPTION OF SECURITIES -- WARRANTS".
(2) Excludes up to 3,279,000 shares of Common Stock as to which
options have been or may be issued under the Company's 1991
Stock Option Plan, 1993 Long-Term Incentive Plan and Non-
Employee Director Stock Option Plan and up to 600,000 shares
of Common Stock which may be issued pursuant to certain
other options (collectively, the "Option Shares"). Also
excludes shares of Common Stock issuable upon exercise of
Warrants.
(3) Assumes that the Common Stock Purchase Warrants and
Underwriter's Warrants are fully exercised. Excludes the
Option Shares.
Capital Stock
The Company is authorized to issue 40,000,000 shares
of Common Stock, par value $.10 per share, 136,566 shares of
Preferred Stock and 1,000,000 shares of Class A Preferred Stock.
As of June 30, 1997, no shares of Preferred Stock or Class A
Preferred Stock were outstanding; however, 300,000 shares of the
Company's Class A Preferred Stock, First Series, without par
value, have been authorized and reserved for issuance in
connection with the preferred stock purchase rights described
below.
Each share of Common Stock is entitled to one vote
upon all matters on which shareholders are entitled to vote. Such
holders are entitled upon liquidation to receive pro rata the
assets of the Company remaining after the satisfaction of
corporate liabilities and the payment of the liquidation
preference of any Preferred Stock or Class A Preferred Stock that
may be outstanding. The Common Stock has no preemptive rights.
Under Section 2541 et seq. of the 1988 Pennsylvania
Business Corporation Law (the "B.C.L.") holders of Common Stock
will be entitled, under certain circumstances, to receive the fair
value of their shares from a controlling person or group. These
rights are conditioned upon, among other things, (i) the
occurrence of a control transaction, which is the acquisition by
the controlling person or group of voting power over at least
twenty percent of the shares entitled to vote in an election of
directors; (ii) demand being timely made by the shareholder and
(iii) the surrendering by the shareholder of his shares to the
controlling person or group. Section 2541 et seq. of the B.C.L.
does not apply to certain aggregations of voting rights which
occurred prior to January 1, 1983.
Under the terms of the Company's Restated and Amended
Articles of Incorporation, so long as any Preferred Stock is
outstanding, no dividend may be declared or distribution made (by
purchase, redemption, payment to any sinking fund or otherwise) on
the Common Stock (other than a dividend or distribution in stock
junior to the Preferred Stock) unless (a) all dividends shall have
been paid and sinking fund payments made on the Preferred Stock;
(b) after giving effect to the payment of the proposed dividends
or distribution, the aggregate of all dividends and distributions
on the Common Stock subsequent to December 31, 1944, plus all
dividends paid or accrued and sinking fund payments made or due on
the Preferred Stock and any stock ranking prior to or on a parity
with the Preferred Stock subsequent to December 31, 1944, shall
not exceed the sum of the consolidated net earnings subsequent to
December 31, 1944, plus the aggregate net cash consideration
received from the sale of any stock ranking junior to the
Preferred Stock subsequent to December 31, 1944; and (c) after
giving effect to the payment of the proposed dividend or
distribution, the consolidated net current assets shall be at
least $10,000,000. At June 30, 1997, the Company had consolidated
net current assets, as defined in the Company's Articles of
Incorporation, of $13,269,000.
The Company may issue Class A Preferred Stock in
series having whatever rights and preferences the Board of
Directors may determine. One or more series of Class A Preferred
Stock may be made convertible into Common Stock at rates
determined by the Board of Directors, and Class A Preferred Stock
may be given priority over the Common Stock in payment of
dividends, rights on liquidation, voting and other rights. The
Company has not issued any Class A Preferred Stock and has no
present plans to issue any Class A Preferred Stock; however, the
Company has reserved 300,000 Shares of Class A Preferred Stock,
designated "First Series," for issuance upon exercise of the
Rights described below. Class A Preferred Stock may be issued
from time to time upon authorization of the Board of Directors
without action of the shareholders.
On August 9, 1988, the Board of Directors of the
Company declared a dividend distribution of one right (a "Right")
for each outstanding share of Common Stock to shareholders of
record at the close of business on August 23, 1988. Each Right,
the terms of which are set forth in a Rights Agreement (the "Right
Agreement") dated as of August 9, 1988 between the Company and
Mellon Financial Services Corporation, entitles the registered
holder thereof until August 8, 1998 (unless earlier exercised by
the holder or redeemed by the Company) to purchase from the
Company, at a price of $7.50 (the "Purchase Price"), subject to
adjustment, one-hundredth of a share of the Company's Class A
Preferred Stock, First Series. The Rights will be evidenced by
the Common Stock certificates and will not be exercisable or
transferable apart from the Common Stock until the earlier of (i)
the tenth day after a public announcement that a person or group
(an "Acquiring Person") has acquired beneficial ownership of stock
representing 20% or more of the voting power of the Company or
(ii) the tenth day after the commencement or announcement of a
tender offer or exchange offer by a person or group other than the
Company if, upon consummation of such offer, such person or group
would beneficially own stock representing 30% or more of such
voting power (the earlier of (i) or (ii) being called the
"Distribution Date"). Except as otherwise determined by the Board
of Directors, and except in connection with the exercise of
warrants (including the Warrants) and employee stock options and
in connection with convertible securities, any of which are
outstanding on the Distribution Date, only Common Stock issued
prior to the Distribution Date will be issued with Rights.
In the event that (i) an Acquiring Person, or persons
affiliated or associated with it, engages in one of a number of
self-dealing transactions with the Company specified in the Rights
Agreement, or (ii) a person, together with persons affiliated or
associated with it, becomes the beneficial owner of 30% or more of
the outstanding Common Stock, or (iii) the Company is the
surviving corporation in a merger with an Acquiring Person (or an
affiliate or associate of an Acquiring Person) and its Common
Stock is not changed or exchanged, or (iv) if there is an
Acquiring Person, and any reclassification of securities
(including any reverse stock split), recapitalization of the
Company, merger or consolidation involving the Company or any
Subsidiary, or any other transaction other than a transaction
described below which has the effect of increasing by more than 1%
the proportionate shares of equity securities or securities
convertible into equity securities of the Company held by an
Acquiring Person (or affiliate or associate of it), proper
provision shall be made so that each holder of a Right, except as
provided below, shall thereafter have the right to receive, upon
exercise thereof, Common Stock (or, in certain circumstances as
determined by the Company, other securities, cash, or other
property) having a value equal to a multiple (calculated in
accordance with the Rights Agreement) of the Purchase Price.
Notwithstanding the foregoing, any Rights beneficially owned by an
Acquiring Person or an affiliate or associate of an Acquiring
Person, or a transferee of a person who is or, in certain
circumstances, becomes an Acquiring Person, shall become null and
void upon the first occurrence of an event described in this
paragraph and no holder of such Rights shall have any right with
respect to such Rights from and after such occurrence.
In the event that, following the Distribution Date,
the Company (i) engages in a merger or other business combination
transaction with another person in which the Common Stock is
changed, or exchanged, or (ii) sells or transfers 50% or more of
its assets or earning power to another person, proper provision
shall be made so that each holder of a Right (other than Rights
that theretofore become null and void as described in the
preceding paragraph) shall thereafter have the right to receive,
upon exercise thereof, common stock of such other person (or in
certain circumstances one of its affiliates) having a value equal
to a multiple (calculated in accordance with the Rights Agreement)
of the Purchase Price.
The Class A Preferred Stock purchasable upon exercise
of the Rights will be nonredeemable and subordinate to other
series of the Company's Preferred Stock. Each share of the
Preferred Stock will be entitled to an aggregate dividend of 100
times the dividend declared with respect to each share of the
Common Stock. In the event of liquidation, the holders of the
Preferred Stock will receive a preferred liquidation payment of
$750.00 per share, but will be entitled to receive an aggregate
liquidation payment equal to 100 times the payment made per share
of the Common Stock. Each share of the Preferred Stock will have
100 votes, voting together with the Common Stock. In the event of
any merger, consolidation or other transaction in which Common
Stock is exchanged for or changed into other stock or securities,
cash or other property, it is required that provision be made so
that each share of the Preferred Stock will receive 100 times the
amount received per share of the Common Stock. Fractional shares
of the Preferred Stock in integral multiples of one one-hundredth
of a share will be issuable; however, to facilitate trading of
such fractional interests, it is presently intended that
depositary receipts will be made available.
The overall effect of the Rights, the undesignated
voting rights of Class A Preferred Stock and of the rights of the
holders of Common Stock under Sections 2541 et seq. of the B.C.L.
to receive the fair value of their shares upon the occurrence of a
control transaction within the meaning of such section will render
more difficult the accomplishment of mergers or the assumption of
control by a principal shareholder, and thus make more difficult
the removal of current management.
Warrants
The Warrants were issued by the Company in December
1986. The Common Stock Purchase Warrants were originally attached
to $30,000,000 principal amount of the Notes of the Company, such
securities having been issued in Units each consisting of $1,000
principal amount of Notes and 120 Warrants, each exercisable for
one share of Common Stock (as then constituted). The
Underwriter's Warrants were issued to the Underwriter in
connection with the offering of the Units. All of the Warrants
are now transferable separately from the Notes.
Pursuant to the "anti-dilution" provisions and the
"re-set" provision of the Warrants, adjustments were made in the
number of shares of Common Stock purchasable upon their exercise
and the purchase price per share. As a result of these
adjustments, prior to the Warrant Modification, the holder of each
Warrant was entitled to purchase 1.024 shares of Common Stock of
the Company pursuant to the terms set forth on such Warrant at
$1.95 per share.
The Warrants, unless exercised, were to have expired
at 5:00 p.m., New York City time, on December 15, 1996
(December 17, 1996, in the case of the Underwriter's Warrants) and
thereafter were to have been void.
Under the terms of the Warrant Modification, in order
to retain the Common Stock Purchase Warrants and Underwriter's
Warrants, each holder must exercise at any time after August 13,
1997 but prior to the Qualifying Exercise Expiration Date, at the
current exercise price of $1.95 per share of Common Stock, at
least the Requisite Percentage of the Common Stock Purchase
Warrants and Underwriter's Warrants owned by such holder as of
December 15, 1996 (December 17, 1996, in the case of the
Underwriter's Warrants). Any holder of Common Stock Purchase
Warrants and Underwriter's Warrants who exercises the Requisite
Percentage of such holder's Warrants in accordance with the
foregoing, will retain the remaining Warrants held by such holder,
as modified. If a holder of Common Stock Purchase Warrants or
Underwriter's Warrants fails to exercise the Requisite Percentage
of such Warrants prior to the Expiration Date, all of such
holder's Common Stock Purchase Warrants and Underwriter's Warrants
will thereafter be void. For this purpose, an individual who holds
warrants in more than one capacity (e.g., as a fiduciary or on behalf
of an individual retirement account) is a separate holder in each
such capacity.
The Warrant Modification will result in the following
changes to the Remaining Modified Warrants (i.e., the 75% balance
of the Warrants owned as of December 15, 1996 or December 17,
1996, as the case may be):
(a)Five-Year Extension. The expiration date
of the Remaining Modified Warrants will be extended to
5:00 p.m., New York City time, on July 2, 2002.
(b)Increased Exercise Price. The exercise
price of the Remaining Modified Warrants will increase
from $1.95 per share to the exercise price set forth
below for the applicable period:
Exercise Price per Share
Period of Common Stock(1)
Qualifying Exercise Expiration
Date - July 2, 1998 $2.00
July 3, 1998 - July 2, 1999 $2.10
July 3, 1999 - July 2, 2000 $2.20
July 3, 2000 - July 2, 2001 $2.30
July 3, 2001 - July 2, 2002 $2.40
(1) Subject to adjustment in certain circumstances.
Except as set forth above, all other terms and conditions of the
Common Stock Purchase Warrants and Underwriter's Warrants will
remain in effect.
The Warrants can be exercised by surrendering to the
Company at the principal office of the Warrant Agent a Warrant
certificate signed by the Warrantholder or his duly authorized
agent indicating such Warrantholder's election to exercise all or
a portion of the Warrants evidenced by such certificate.
Surrendered Warrant certificates must be accompanied by payment of
the full applicable aggregate exercise price of the Warrants to be
exercised, which payment may be made in the form of a certified or
official bank check, or any combination thereof. The Common Stock
Purchase Warrants provide that the exercise price therefor may be
paid by the surrender of Notes (including accrued interest, if
applicable). The Notes are no longer outstanding and,
accordingly, the exercise price of Common Stock Purchase Warrants
may no longer be paid by the surrender of Notes to the Company.
Upon surrender of the Warrants and payment of the
aggregate applicable exercise price, the Company shall deliver or
cause to be delivered, to or upon the written order of the
exercising Warrantholders, certificates representing the number of
shares of Common Stock so purchased. If fewer than all of the
Warrants evidenced by any certificate are exercised, the Warrant
Agent shall deliver to the exercising Warrantholder a new Warrant
certificate representing the unexercised Warrants.
The number of shares purchasable upon the exercise of
the Warrants and the purchase price per share are subject to
further adjustment in certain events, including the payment of
stock dividends, certain distributions of evidences of
indebtedness of the Company or of assets, and certain changes in
the Common Stock. The Company will not issue fractional shares of
Common Stock upon the exercise of Warrants, but the Company will
pay the cash value of any fractional shares otherwise issuable.
Any or all of the Common Stock Purchase Warrants are
redeemable at the option of the Company at any time at $1.25 per
Common Stock Purchase Warrant except that no such redemption may
be made unless the closing price for the Common Stock has been at
least 150% of the exercise price of the Warrants on any 20 trading
days within a period of 30 consecutive trading days ending no more
than five days prior to the date of the notice of redemption.
Selection of Common Stock Purchase Warrants to be redeemed will be
made by the Warrant Agent in such manner as it deems in its
discretion to be fair and appropriate. At least 30 days prior to
the redemption date, the Company will mail notice to each holder
of a Common Stock Purchase Warrant which has been called for
redemption and will publish notice in the Wall Street Journal
(National Edition) or, if such edition is no longer published,
then in a newspaper of general circulation in New York City no
more than 60 nor less than 30 days prior to the mailing of notice
to the holders. Any Common Stock Purchase Warrant so redeemed may
be exercised until the close of business on the business day 15
days preceding the redemption date specified in such notice of
redemption.
Transfer Agent, Registrar, and Warrant Agent
The Company serves as the Warrant Agent. The transfer
agent and registrar for the Company's Common Stock and Preferred
Stock is Continental Stock Transfer & Trust Company, New York, New
York.
EXPERTS
The financial statements included in the Company's
1996 Annual Report on Form 10-K and incorporated by reference in
the Registration Statement of which this Prospectus forms a part,
have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto,
and are incorporated herein in reliance upon the authority of said
firm as experts in giving said report.
LEGALITY
The legality of the Common Stock being offered by this
Prospectus is being passed upon by Schnader, Harrison, Segal &
Lewis, 1600 Market Street, Philadelphia, Pennsylvania 19103.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article V of the registrant's By-Laws provides for
both the limitation of the monetary liability of the directors of
the registrant and for the indemnification of directors, officers
and other persons.
A director will not be held personally liable to the
registrant, its stockholders or third parties for monetary damages
as a consequence of any act or omission unless the director both
(i) breached or failed to perform the duties of his or her office
under Pennsylvania Law and (ii) the breach or failure constituted
self dealing, willful misconduct or recklessness.
In addition, a director, officer, or at the Board's
discretion, employee or other person who is or was serving in any
capacity at the request of or for the benefit of the registrant,
will be indemnified and held harmless by the registrant for all
actions taken by him or her and for all failures to take action to
the fullest extent permitted by Pennsylvania Law against all
expenses, liability and loss (including without limitation
attorneys' fees, judgments, fines, taxes, penalties and amounts
paid or to be paid in settlement) actually and reasonably incurred
by such director, officer or other person in connection with any
threatened, pending or completed action, suit or proceeding
(including an action, suit or proceeding by or in the right of the
registrant), whether civil, criminal, administrative or
investigative. No indemnification is permitted where the act or
failure to act by the person seeking to be indemnified constitutes
willful misconduct or recklessness as determined by a court of
competent jurisdiction.
The registrant currently maintains directors' and
officers' liability insurance providing for coverage of up to
$15,000,000. The Company's assets and equity, however, may be
called upon to provide indemnification to officers and directors
to the extent any indemnified amount exceeds the registrant's
liability insurance limit, or to the extent any matter required to
be indemnified by the by-law provision falls outside the scope of
the policy's coverage.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company has been advised
that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the Act and is therefore
unenforceable.
TABLE OF CONTENTS
Page
Available Information. . . . . . . . . . 3
Incorporation of Certain
Documents by Reference. . . . . . . . 3
The Company. . . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . 4
Use of Proceeds. . . . . . . . . . . . . 5
Plan of Distribution . . . . . . . . . . 5
Description of Securities. . . . . . . . 6
Experts. . . . . . . . . . . . . . . . . 11
Legality . . . . . . . . . . . . . . . . 11
Indemnification. . . . . . . . . . . . . 11
___________________
No dealer, salesman, or any
other person has been authorized to
give any information or to make any
representations or projections of
future performance other than those
contained in this Prospectus, and any
such other information, projections,
or representations if given or made
must not be relied upon as having
been so authorized. The delivery of
this Prospectus or any sale hereunder
at any time does not imply that the
information herein is correct as of
any time subsequent to its date.
This Prospectus does not constitute
an offer to sell or a solicitation of
an offer to buy any of the securities
offered hereby in any jurisdiction to
any person to whom it is unlawful to
make such offer or solicitation.
PUBLICKER INDUSTRIES INC.
_________________
1,082,420 Shares of
Common Stock, issuable
upon exercise of Warrants
1,228,800 Shares of
Common Stock, issuable
upon exercise of Warrants
_____________________
PROSPECTUS
____________________
August 14, 1997