SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CRYOCON, INC.
(Exact name of registrant as specified in its charter)
COLORADO
(State or other jurisdiction of incorporation or organization)
84-1O26503
(I.R.S. Employer Identification No.)
2250 North 1500 West
Ogden, Utah 84401
(801) 395-2796
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
...............................................................................
James Retallick
Vice President, Corporate Counsel
2250 NORTH 1500 WEST
OGDEN, UTAH 84404
(801)395-2796
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications to:
Marcus A. Sanders, Esq.,
542 62nd street,
Oakland, CA. 94609,
Tel. (510) 834-1023
Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
================================================================================
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
CALCULATION OF REGISTRATION FEE
=================================================================================================================
Title of Each Class Proposed Maximum Proposed Maximum
of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share Price Registration Fee
=================================================================================================================
Common Stock 13,826,163 $2.375 (2) $32,837,137 $8,209
no par value (1)
(1) 8,551,578 shares are being offered by certain stockholders of the
Company, pursuant to their conversion of promissory notes issued
pursuant to an exemption from registration. 5,274,585 shares are
issuable upon the exercise of warrants, issued to certain stockholders
of the Company, and include an indeterminate number of additional
shares of common stock that may be issued pursuant to the exercise of
warrants issued as a result of any future stock split, stock dividend,
or changes in the conversion price, and similar adjustments.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933. Pursuant
to Rule 457(c), the proposed maximum offering price per share is based
upon the average bid $2.25 and ask $2.50 prices of the Registrant's
Common Stock s on January 31, 2001, as reported on the OTC Electronic
Bulletin Board.
The information in this prospectus is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. The Selling Shareholders may not sell these
securities until a registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell these
securities and we are not soliciting offers to buy these securities in any state
where the offer or sale is not permitted. We will provide additional terms of
our securities in one or more supplements to this prospectus. You should read
this prospectus and the related prospectus supplement carefully before you
invest in our securities. This prospectus may not be used to offer and sell our
securities unless accompanied by a prospectus supplement.
DATED _______________ ___, 2001
PROSPECTUS
13,826,163 SHARES
COMMON STOCK
CRYOCON, INC.
This Prospectus relates to the public offer and sale, from time to
time, of up to 13,826,163 shares of Cryocon, Inc. (the "Company"), common stock
by certain shareholders of the Company (the "Selling Shareholders"). The shares
of common stock were issued to the Selling Shareholders pursuant to the
conversion of debentures, or upon the exercise of warrants issued to the
Shareholders of the Company. The common stock, to the extent offered for resale
by the Selling Shareholders, who acquired the common shares from the Company,
are hereinafter referred to, collectively, as the "Shares."
The Shares may be offered and sold by the Selling Shareholders from
time to time as market conditions permit in transactions in the over-the-counter
market, in negotiated transactions, or a combination methods of sale, at fixed
prices which may be changed, at market prices prevailing at the time of sale, at
prices relating to prevailing market prices or at negotiated prices. The Selling
Shareholders may effect such transactions to or through broker/dealers, and such
broker/dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders and/or the purchasers of the Shares
from whom such broker/dealers may act as agents or to whom they sell as
principals, or both (which compensation as to a particular broker/dealer might
be in excess of customary commissions). To the extent required, information
regarding the Shares to be offered and sold, the names of the Selling
Shareholders, the public offering price, the names of any such broker/dealer or
agent and any applicable commissions or discount with respect to any particular
offer is set forth herein or will be set forth in an accompany Prospectus
supplement. See "Plan of Distribution".
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders. The only proceeds, if any, that the Company
will receive, are the proceeds received from the Selling Shareholders upon
exercise the Warrants. The expenses of the registering the Shares, will be borne
by the Company.
The Company's Common Stock is traded "over-the-counter". Dealer "bid"
and "asked" prices for the Common Stock are quoted on the OTC Electronic
Bulletin Board maintained by the National Association of Securities Dealers,
Inc. (the "OTC Bulletin Board") under the symbol "CRYQ". On January 31, 2001,
the average of the closing bid and ask prices for the Common Stock was $2.375.
Our principal executive offices are located at 2250 North 1500 West, Ogden, Utah
84404, and our telephone number is (801) 395-2796.
THE SHARES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. PURCHASERS OF
SHARES SHOULD CAREFULLY CONSIDER THE MATTERS DESCRIBED UNDER "RISK FACTORS"
BEGINNING AT PAGE 3, AND "DILUTION".
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR BY ANY STATE SECURITIES COMMISSION, NOR HAS THE
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 __________________ ____, 2001
TABLE OF CONTENTS
PAGE
----
Where You Can Find More Information......................... 2
About this Prospectus....................................... 3
Forward-Looking Statements.................................. 3
Risk Factors................................................ 4
Use of Proceeds............................................. 8
Determination of Offering Price............................. 8
Dilution.................................................... 9
Selling Stockholders........................................ 10
Plan of Distribution........................................ 21
Description of Securities................................... 23
Interest of Named Experts and Counsel....................... 23
Material Changes............................................ 23
Incorporation of Certain Documents By Reference............. 23
Disclosure of Commission Indemnification for Securities
Act Liabilities............................................. 24
-------------------------
No person has been authorized to give any information or to make any
representations other than those contained in this prospectus, and, if given or
made, such information or representations must not be relied upon as having been
authorized. This prospectus does not constitute an offer to sell or the
solicitation of any offer to buy any securities other than the securities to
which it relates or an offer to sell or the solicitation of an offer to buy such
securities in any circumstances in which such offer or solicitation is unlawful.
Neither the delivery of this prospectus nor any sale made under this prospectus
shall, under any circumstances, create any implication that there has been no
change in our affairs since the date hereof or that the information contained in
this prospectus is correct as of any time subsequent to its date.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document we file at the SEC's public reference room located at 450 Fifth
Street, N.W., Washington, D.C. 20549, or at its Regional Offices located at 7
World Trade Center, Suite 1300, New York, New York 10048, and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661, and copies of such materials can be
obtained from the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. You may call the SEC at
1-800-732-0330 for further information on the operation of such public reference
rooms. You also can request copies of such documents, upon payment of a
duplicating fee, by writing to the SEC at 450 Fifth Street, N.W.,
Washington,D.C. 20549, or obtain copies of such documents from the SEC's web
site at http://www.sec.gov. Such reports, proxy statements and other information
concerning us can also be inspected at the offices of the OTC Electronic
Bulletin Board maintained by the National Association of Securities Dealers,
Inc., at 1735 K Street, NW, Washington, DC 20006-1500, (202) 738-8000.
2
ABOUT THIS PROSPECTUS
Unless the context otherwise requires, the terms "we," "our," "us,"
"the company" "Cryocon" and "Iso Block Products, USA" refer to Cryocon, Inc., a
Colorado corporation.
The registration statement that contains this prospectus, including the
exhibits to the registration statement, contains additional information about
the company and the securities offered under this prospectus. That registration
statement can be read at the Securities and Exchange Commission's website or at
the SEC's offices mentioned under the heading "Where You Can Find More
Information."
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. We may also make
forward-looking statements in reports filed with the SEC that we incorporate by
reference into this prospectus as well as in any accompanying prospectus.
Statements that are not historical facts, including statements about our beliefs
and expectations, are forward-looking statements. Forward-looking statements
include statements preceded by, followed by or that include the words
"believes," "expects," "anticipates," "plans," estimates" or similar
expressions. These statements are based on beliefs and assumptions of our
management and on information currently available to our management.
Forward-looking statements are not guarantees of performance. They
involve risks, uncertainties and assumptions. We caution you that a number of
important factors could cause actual results to differ materially from those
contained in any forward-looking statement. Many of these factors are beyond our
ability to control or predict. Such factors include, but are not limited to, the
following:
- the level of expected net losses in our business;
- fluctuations in our quarterly operating results;
- the level of acceptance of our pricing models;
- our ability to set fees at appropriate levels;
- customer response to our new processes, services and/or products;
- our ability to enter into strategic relationships;
- potential security breaches and viruses experienced by our systems;
- our inability to manage our growth;
- our ability to attract and retain qualified personnel;
- potential misappropriations of our technology;
- our ability to identify and successfully complete and integrate
acquisitions;
- rapid technological changes in our industry;
- adverse changes in governmental regulations;
- high levels of competition in our markets;
- our ability to obtain additional financing as needed; and
- adverse changes in the healthcare industry or U.S. economy generally.
We believe these forward-looking statements are reasonable; however,
you should not unduly rely on any forward-looking statements, which are based on
current expectations. Further, forward-looking statements speak only as of the
date they are made, and we undertake no obligation to update publicly any of
them in light of new information or future events.
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RISK FACTORS:
HISTORY OF OPERATING LOSSES; ANTICIPATED FUTURE LOSSES
To date, Cryocon Inc., a Utah corporation, is the only active wholly
owned subsidiary of the Company, this subsidiary is engaged primarily in
research and development and organizing its operations. Cryocon has, since its
inception accumulated a deficit as of September 30, 2000 of approximately
$1,499,045. Cryocon's management anticipates that its cash and cash equivalents
are sufficient to fund operating expenses for the next month if it does not
achieve profitability or obtain additional funding. Cryocon anticipates
continued losses from operations due to expenditures required to support its
growth. There can be no assurance that the Cryocon will be able to achieve
profitability, or that, if achieved, profitability will be sustained.
Cryocon expects to incur significant increases in operating expenses in
the foreseeable future. Cryocon intends to substantially increase its operating
expenses for the foreseeable future as it: increases its sales and marketing
activities; increase its research and development activities; and expands its
general and administrative support activities.
Accordingly, Cryocon will be required to significantly increase its
revenues in order to maintain profitability. Expenses will be incurred before
the Cryocon generates any revenues by this increased spending. If Cryocon does
not significantly increase revenues from these efforts, Its business and
operating results would be negatively impacted.
UNCERTAINTY OF MARKET ACCEPTANCE CRYOGENIC TEMPERING PROCESS
Cryocon believes that it's profitability and growth will depend upon
broad acceptance of the cryogenic tempering process in the markets targeted by
the Cryocon. There can be no assurance that customers will accept cryogenic
tempering as an alternative to existing methods. To date, cryogenic tempering
has not achieved sufficient market acceptance for the company to sustain
profitable operations, and there can be no assurance that cryogenic tempering
will obtain sufficient market acceptance to achieve profitable operations. The
acceptance of cryogenic tempering may be affected adversely by its cost,
concerns relating to its efficacy, and the effectiveness of alternative methods.
Market acceptance could also be affected by the ability of the company and other
participants in the market to build more facilities and to train additional
staff. Promotional efforts by suppliers of competitive products and processes
that are alternatives, may also adversely affect market acceptance. There would
be a material adverse effect on Cryocon's business, financial condition and
results of operations, if cryogenic tempering fails to gain broad market
acceptance.
RISK OF TECHNOLOGICAL OBSOLESCENCE
Other companies may develop new products or processes to directly
compete with Cryocon. There can be no assurance that developments by others will
not render Cryocon's products or technologies obsolete or uncompetitive.
PRODUCT LIABILITY
Despite testing and quality control, Cryocon cannot be certain that
imperfections will not be found in the Company's processing and products. If new
or existing customers have difficulty adjusting to Cryocon's processing and
products or require significant amounts of customer support, the Company's
operating margins could be harmed. Cryocon could face possible claims and higher
development costs if its processing and products contain undetected
inappropriate materials or if the Cryocon fails to meet customers' expectations.
In addition, a product liability claim, whether or not successful, could harm
Cryocon's business by increasing the Company's costs and distracting the
Company's management.
4
MANAGEMENT OF GROWTH
There can be no assurance that Cryocon's anticipated revenue growth can
be sustained. To accommodate it's growth, Cryocon will need to implement a
variety of new or expanded business and financial systems, procedures and
controls, including the improvement of its accounting, marketing and other
internal management systems. There can be no assurance that the implementation
of such systems, procedures and controls can be completed successfully, or
without disruption of Cryocon's operations. Cryocon's continued expansion could
significantly strain its management, financial and other resources. In addition,
Cryocon has hired and will be required to hire in the future a substantial
number of new employees, particularly personnel to support its operations, sales
and marketing operations. There can be no assurance that Cryocon's systems,
procedures, controls and staffing will be adequate to support its operations.
Failure to manage Cryocon's growth effectively could have a material adverse
effect on its business, financial condition and results of operations.
Cryocon's future success will depend on its ability to continue to
enhance its current processes and products and to develop and introduce new
applications and products on a timely basis that keep pace with technology and
satisfy increasingly sophisticated customer requirements.
DEPENDENCE UPON MANAGEMENT AND CRYOCON'S ABILITY TO ATTRACT AND RETAIN
SUFFICIENT PERSONNEL.
Cryocon's future success depends in part on its ability to recruit and
retain certain key personnel, including Robert W. Brunson, Chief Executive
Officer and Chairman of the Board. The loss of the services of certain members
of management, or other key personnel, could have a material adverse effect on
the company. Cryocon is the beneficiary of key-man life insurance policies in
the amount of $1,000,000, on Robert W. Brunson, but there can be no assurance
that the benefits under these policies will be sufficient to compensate the
company for the loss of the services of any of such persons.
Cryocon must also hire additional managers as the business grows, that
are able to address the needs for manufacturing, distribution, sales and
marketing capabilities. If Cryocon is not able to hire managers with these
skills, or develop expertise in these areas, its business prospects could
suffer.
MANAGEMENT EXERCISES SIGNIFICANT CONTROL
Cryocon's management group and directors own and control approximately
62% of the shares of the Company's Common Stock, and therefore be able to
significantly influence the management and affairs of the Company and have the
ability to control all matters requiring stockholder approval.
FUTURE CAPITAL NEEDS, UNCERTAINTY OF ADDITIONAL FUNDING
Cryocon's operation to date consumed substantial amounts of cash. The
negative cash flow from operations is expected to continue and may accelerate in
the foreseeable future. The rate at which the Company expends its resources is
variable and may accelerate, depending on many factors, many of which are
outside the control of the Company, including the continued progress of the
Company's research and development of new process applications; the cost, the
timing, and outcome of further regulatory approvals; the expenses of
establishing a sales and marketing force, the timing and cost of establishing or
procuring additional requisite production and other manufacturing capacities,
the cost; if any, of preparing, filing, prosecuting, maintaining, defending and
enforcing patent claims; and the status of competitive products and the
availability of other financing.
Cryocon anticipates that it will require additional financing to fund
its operations. Future financing may result in the issuance of debt, preferred
stock and Common Stock securities, in dilution to the holders of the Common
Stock. Any such financing, if required, may not be available on satisfactory
terms or at all. There can be no assurance that additional investments or
financing will be available as needed to support the development of the
products. Failure to obtain such capital on a timely basis could result in lost
business opportunities, or the financial failure of the company.
5
DEPENDANCE ON A LIMITED NUMBER OF SUPPLIERS FOR MATERIALS USED IN MANUFACTURING
THE COMPANY'S PRODUCT; RISK OF INTERRUPTION
Cryocon's processes and products currently contain components
manufactured by third-party vendors. Cryocon incorporates components into some
of its products and any significant interruption in the availability of these
third party products or defects in these products could harm the Cryocon's
business. Some of these materials are available only from limited sources. In
the event of a reduction in, interruption of, or degradation in the quality of
the supply of any of our required materials, or an increase in the cost of
obtaining those materials, Cryocon would be forced to locate an alternative
source. Any significant interruption in the availability of these third-party
products or defects in these products could harm Cryocon's business unless and
until the Cryocon can secure an alternative source. If no alternative source
were available or if an alternative source were not available on a timely basis
or at a reasonable cost or otherwise on acceptable terms, Cryocon's ability to
manufacture one or more of its products would be delayed or halted, in which
case Cryocon could lose sales and customers, and the business would be
significantly harmed as a result.
LIMITED MANUFACTURING EXPERIENCE
Cryocon lacks experience in manufacturing, which could hamper its
ability to manufacture the existing products or new products developed. Cryocon
has two options to address this issue. First, it can expand its internal ability
to manufacture products. Second, Cryocon continues to contract with third
parties to manufacture for products based upon the Cryocon's technology. If the
Cryocon is unable to expand its own manufacturing capability or maintain a
contract with suitable manufacturers, on acceptable terms and in a timely
manner, Cryocon may become unable to meet its demands for existing products and
could be delayed in introducing new products to the market. Failure to meet the
demands for existing products or delays in introducing new products could harm
the its financial condition
DEPENDENCE UPON PROPRIETARY TECHNOLOGY; UNCERTAINTY OF PATENTS, TRADE SECRETS
AND PROPRIETARY TECHNOLOGY
At present there are very few patents issued for cryogenic processing
in specific applications. However, competitors may have filed applications for
or have been issued patents and may obtain additional patents and proprietary
rights related to products or processes competitive with or similar to those of
Cryocon. Since patent applications are secret until patents are issued, in the
United States, or published, in other countries, Cryocon cannot be sure that it
is first to file any patent application. Further, the laws of certain foreign
countries do not provide the protection to intellectual property provided in the
United States, and may limit the Company's ability to market its products
overseas. Cryocon cannot give any assurance that the scope of the rights that
may be granted to Cryocon's processes and products are broad enough to fully
protect those rights from infringement.
Litigation regarding intellectual property is common because there can
be no assurance that any registration or any patent application will
significantly protect an owner's rights to intellectual property. Litigation or
regulatory proceedings, therefore, may be necessary to protect the Company's
intellectual property rights. Such litigation and regulatory proceedings are
very expensive, can be a significant drain on Cryocon's resources, diverts
resources from product development, and involves substantial commitments of
management time. There is no assurance that Cryocon will have the financial
resources to defend its intellectual property rights from infringement or claims
of invalidity. Failure to successfully defend the its rights with respect to its
intellectual property can have a materially adverse effect on Cryocon's business
and financial condition.
Cryocon also relies on business trade secrets, know-how and other
proprietary information. If this information were disclosed to competitors, the
business would suffer. Cryocon protects this information, in part, by entering
into confidentiality agreements with licensees, employees and consultants, which
6
prohibit these parties from disclosing its confidential information. Despite
these agreements, Cryocon cannot be sure that the agreements will provide
adequate protection for its trade secrets, know-how and other proprietary
information or that the information shared with others during the course of its
business will remain confidential. Nor can Cryocon be certain that it would have
sufficient legal remedies to correct or be compensated for unauthorized
disclosures or sufficient resources to seek redress.
POTENTIAL ADVERSE IMPACT OF SHARES OF STOCK ELIGIBLE FOR FUTURE SALE
Sales of a large amount of shares of Common Stock in the public market
could adversely affect the market price of the Common Stock. Such sales also
might make it more difficult for the Company to sell equity securities or
equity-related securities in the future at a time and price that the Company
deems appropriate.
As of September 30, 2000, the Company had outstanding an aggregate of
18,061,811 shares of Common Stock outstanding. As of December 29, 2000, there
were 20,872,702 outstanding shares. This figure includes 18,076,061 plus 794,118
shares issued upon conversion of a debenture held by Paragon Venture Fund V and
2,002,523 shares issued upon conversion of a debenture held by Robert W.
Brunson. If all of the issued and outstanding warrants and options herein
registered are exercised there will be an additional 5,274,585 shares of common
stock outstanding for at total of 26,147,287 shares of common stock. On the
effective date, all shares of Common Stock included in this Prospectus will be
freely tradable without restrictions under the securities act with the exception
whatever restrictions may be placed upon Robert W. Brunson and J. Brian Morrison
in their positions as affiliates of the Company. Seventeen Million, One Hundred
Eighty Seven Thousand, Seven Hundred Sixty One (17,187,761) of the current
outstanding shares are restricted securities as that term is defined in Rule 144
under the Securities Act (Hereinafter, the "Restricted Shares"). Restricted
Shares may be sold in the public market only if registered or if they qualify
for an exemption from registration under Rules 144 or 701, promulgated under the
Securities Act.
VOLATILITY OF STOCK PRICE
The market price of the Common Stock has historically been subject to
price volatility. Such volatility may recur in the future due to overall market
conditions or specific factors of the industry in which the Company is engaged,
such as the Company's ability to effectively penetrate the market, new
technological innovations and products, changes in government regulations,
developments with respect to patent or proprietary rights, public concerns with
regard to safety and efficacy, the issuance of new or changed stock market
analyst reports and recommendations, the Company's ability to meet analysts'
projections and fluctuations in the Company's financial results. In addition,
the Common Stock could experience extreme fluctuations in market price that are
wholly unrelated to the operating performance of the Company.
On January 30, 2001, the Company's Common Stock was quoted on the OTC
Electronic Bulletin Board at the price of $2.375. The following sets for the
quarterly fluctuations in the reported bid prices for the period from March 31,
1998 through December 31, 2000.
High Bid Low Bid
Fiscal Year Ending March 31, 1999
First Quarter $ n/a $ n/a
Second Quarter $ 0.030 $ 0.020
Third Quarter $ 0.020 $ 0.020
Fourth Quarter $ 1.062 $ 0.040
Fiscal Year Ending March 31, 2000
First Quarter $ 0.750 $ 0.250
Second Quarter $ 0.750 $ 0.125
Third Quarter $ 0.187 $ 0.093
Fourth Quarter $ 1.625 $ 0.062
Nine Month Period Ending December 31, 2000
Quarter ending June 30, 2000 $ 1.680 $ 0.625
Quarter ending September 30, 2000 $ 5.500 $ 0.750
Quarter ending December 31, 2000 $ 7.312 $ 2.500
7
SECURITIES LAW ISSUES
The Company has raised substantial amounts of capital in private
placements from time to time. The securities offered in such private placements
were not registered with the Securities and Exchange Commission or any state
agency in reliance upon exemptions from such registration requirements. Such
exemptions are highly technical in nature and if the Company inadvertently
failed to comply with the requirements of any of such exemption, investors would
have the right to rescind their purchase of the securities or sue for damages.
If one or more investors successfully rescinded the purchase or institute such
suit, the Company could face severe financial demands that could material and
adversely affect our financial position.
ABSENCE OF COMMON STOCK DIVIDENDS
The Company has not declared or paid dividends, and does not anticipate
paying any cash dividends on our Common Stock in the foreseeable future. Any
payment of cash dividends on our Common Stock in the future will be dependent
upon the financial condition, results of operations, current and anticipated
cash requirements, plans for expansion, as well as other factors that the Board
of Directors deems relevant.
REQUIREMENTS OF CURRENT PROSPECTUS AND STATE BLUE SKY REGISTRATION IN CONNECTION
SALE OF THE COMMON SHARES
The Selling Shareholders will only be able sell the securities offered
hereby, Shares issued upon the conversion of the Debentures and exercise of the
Warrants, if (i) there is a current prospectus relating to the securities
offered hereby under an effective registration statement filed with the
Securities and Exchange Commission, and (ii) such Common Stock is then qualified
for sale or exempt under applicable state securities laws of the jurisdictions
in which the Common Shares may be sold. There can be no assurance, however that
the Company will be successful in maintaining a current registration statement.
After the registration statement becomes effective, it may require
updating by the filing of a post-effective amendment. A post-effective amendment
is required under the Securities Act of 1933 (i) anytime after nine (9) months
subsequent to the Effective Date when any information contained in the
prospectus is over sixteen (16) months old; (ii) when facts or events have
occurred which represent a fundamental change in the information contained in
the registration statement; or (iii) when any material change occurs in the
information relating to the plan or distribution of the securities registered by
such registration statement. The Prospectus forming a part of this Registration
Statement will remain current within the meaning of the Securities Act for not
more than nine (9) months following the date of this Prospectus, or until
__________ ___, 2001, assuming a post-effective amendment is not filed by the
Company. The Company intends to qualify the sale of the Common Stock in all
states requiring qualification. In those states where the certain exemptions
under that certain state securities ("Blue Sky") laws may permit the Common
Stock to be transferred to purchasers in the state, the Company will not be
required to qualify the shares prior their sale in that state. The Company is
either exempt or has filed applications to register its securities as of the
Effective Date in the following jurisdictions: Alabama, Alaska, Arizona,
Arkansas, California, Colorado, Connecticut, Florida, Georgia, Hawaii, Idaho,
Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Michigan,
Minnesota, Missouri, Nevada, New Jersey, New Mexico, New York, North Carolina,
Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Utah,
Vermont, Virginia, Washington, and Wyoming.
USE OF PROCEEDS
The Shares registered hereby are outstanding Shares presently owned by
the Selling Shareholders named in this prospectus under "Selling Shareholders."
The Company will not receive any of the proceeds from the sale of these shares
of stock.
DETERMINATION OF OFFERING PRICE
The Selling Shareholders named in this Prospectus under the "Selling
Shareholders" will sell the securities. The offering price of the selling
shareholder's shares shall be determined by the selling security holder based
upon a price reasonably negotiated with the prospective buyer at the time of
purchase. The sell or offer price will be arbitrary and does not necessarily
8
bear any relationship to the assets, losses, net worth or book value of the
Company, or other established criteria of value. The Selling Shareholder may
decide not to obtain an independent opinion or other appraisal to determine the
offering price.
The Company's Common Stock is currently traded on the NASDAQ OTC
Bulletin Board, under the symbol "CRYQ." On January 30, 2001, the ask price of
the common stock was $2.50 per share and the bid price was $2.25
Dilution
On December 29, 2000, Cryocon had a net tangible book value of $86,296
or approximately $0.00413 per share. The net tangible book value per share
equals Cryocon's total tangible assets, less Cryocon's total liabilities divided
by the total number of shares of common stock outstanding. As of December 29,
2000, there were 20,872,702 outstanding shares. This figure includes 18,076,061
plus 794,118 shares issued upon conversion of a debenture held by Paragon
Venture Fund V and 2,002,523 shares issued upon conversion of a debenture held
by Robert W. Brunson. Excluding the 5,274,585 shares of common stock to be
issued upon the exercise of certain warrants (described below) and assuming that
the Selling Shareholders of the 8,551,578 shares, issued upon conversion of
Cryocon's promissory notes, sell their shares at the market price of $2.687 per
share, as of December 28, 2000, the new shareholders will realize an immediate
dilution in the shares purchased of $2.682 per share or 99.81%. The following
table illustrates this per share dilution:
Market price per share (as of December 28, 2000). . . . . . . .$2.687
Net Tangible Book Value (as of December 29, 2000) . . . . . . $0.00413
-------
Dilution per share to new investors . . . . . . . . . . . . . .$2.682
The Company will issue 3,714,585 shares of common stock to Selling
Shareholders at a per share price of eighty percent (80%)of the market price at
the time of the exercise of the warrant (with a minimum exercise price of $2.00
per share), assuming the exercise of all of the warrants issued to certain
Selling Shareholders. Assuming the market price of $2.687 per share, as of
December 28, 2000, the Company will receive approximately $7,984,872 in
additional cash investments from the Selling Shareholders upon the full exercise
of those outstanding warrants. The Company will issue 1,000,000 shares of common
stock to certain Selling Shareholders at a per share price of $0.10 per share,
and will receive approximately $100,000 in additional cash investments from the
Selling Shareholders upon the full exercise of those outstanding warrants. The
Company will issue 60,000 share of common stock to certain Selling Shareholders,
and will receive approximately $60,000 in additional cash investments from the
Selling Shareholders upon the full exercise of those outstanding warrants. The
Company will issue 500,000 shares of common stock to certain Selling
Shareholders, and will receive $50,000 in additional cash investments from the
Selling Shareholders upon full exercise of those outstanding warrants. Based
upon these assumptions (and assuming no change in the net tangible value as of
December 29, 2000), Cryocon's net tangible book value would become $8,281,168,
or approximately $0.316 per share.
Assuming that the Selling Shareholders sells their shares at the market
price, as of December 28, 2000, of $2.687 per share to new shareholders, the new
shareholders will realize an immediate dilution in the shares purchased of
$2.371 or 88.23%. Since Cryocon will not receive any proceeds from the resale of
these common shares by the Selling Shareholders, there will no increase in net
tangible book value per share attributable to cash payments made by purchasers
of the shares sold. The following table illustrates this per share dilution:
Market price per share (as of December 28, 2000). . . . . . . . $2.687
Net Tangible Book Value (assuming exercise of all warrants) . . $0.316
-----
Dilution per share to new investors . . . . . . . . . . . . . . $2.371
9
SELLING STOCKHOLDERS
The Company issued the shares of common stock offered for resale by
this prospectus to the selling shareholders upon either the conversion of
debentures or the exercise of warrants.
The table below sets forth information known to us with respect to
beneficial ownership of the common stock as of December 15, 2000 by each selling
stockholder. The table below assumes that the selling stockholders will exercise
all of the warrants, and that all of the selling shareholders will sell their
Shares. Since each stockholder may choose not to sell his shares, we are unable
to state the exact number of shares that actually will be sold.
Information with respect to "beneficial ownership" shown below is based
on information supplied by the respective beneficial owner. For purposes of
calculating the percentage beneficially owned, the shares of common stock deemed
outstanding include:
- the shares outstanding as of December 15, 2000; and
- the shares issuable by us pursuant to the conversion of the
debentures and the exercise of warrants held by the respective person that may
be exercised within 60 days following the date of this prospectus.
The Shares are deemed to be outstanding and to be beneficially owned by
the person holding the securities for the purpose of computing the percentage
ownership of that person but are not treated as outstanding for the purpose of
computing the percentage ownership of any other person. The mailing address of
each beneficial owner is c/o 2250 North 1500 West, Ogden, Utah 84401, (801)
395-2796
====================================================================================================================================
(1) (2) (3) (4)
---- ---- ---- ----
NAME OF BENEICIAL OWNER NUMBER OF COMMON SHARE NUMBER OF COMMON SHARE PERCENTAGE OF BENEFICIAL
OWNED PRIOR TO CONVERSION OWNED AFTER CONVERSION OWNERSHIP AFTER CONVERSION
OR EXERCISE OR EXERCISE OR EXERCISE
====================================================================================================================================
Brunson Robert W. 10,116,704 12,163,893 46.520% (1)
ACQUAVIVA JAMES P.JR. & ANGELINA 125 375 0.001%
ADLER KARL HEINZ & ISOLDE 25 75 0.000%
ALLARD KATHERINE M. & KENNETH 125 375 0.001%
ALPOS MARIA 19 57 0.000%
AMMONS RON 188 564 0.002%
ANGERS MARILYN 63 189 0.001%
ANSEL CLEMENS & PETRA 25 75 0.000%
AZARHAIL MOHAMMAD & TINA 290 870 0.003%
BADER UDO 1689 5,067 0.019%
BAKER EUGENE 38 114 0.000%
BALEY ROBERT & ANITA 88 264 0.001%
BALLARD EARL & PAMELA 200 600 0.002%
BARBER DONALD R. & MARCIA 250 750 0.003%
BARNES STEPHEN 100 300 0.001%
BASHLINE ROBERT & GERALDINE 50 150 0.001%
BAUMANN GUNTER 7500 22,500 0.086%
BECKWITH LEE 80 240 0.001%
BENDER THOMAS 25 75 0.000%
BERGERON ROGER 100 300 0.001%
BERICH DAN 50 150 0.001%
BERNDT CILLA 60253 180,759 0.691%
BING WALTER & ALISE 25 75 0.000%
BINNS GEORGE 38 114 0.000%
BIRMELIN WILFRIED & MARLIES 25 75 0.000%
BISHOP KENNETH 250 750 0.003%
BISHOP THOMAS 125 375 0.001%
10
BLUM GERTRUD 25 75 0.000%
BLUST MICHAEL 25 75 0.000%
BOLD HOWARD 963 2,889 0.011%
BOYD SCOTT 75 225 0.001%
BOYNTON CHARLES S & VELUVOIZE 63 189 0.001%
BRAUMER R 1875 5,625 0.022%
BREHMER ALFRED 375 1,125 0.004%
BRENDER JOACHIM & ROSMARIE 25 75 0.000%
BRESNIG EGIN 39125 117,375 0.449%
BRIER III RICHARD 650 1,950 0.007%
BRIGHAM FLOYD H & MINNIE 325 975 0.004%
BRODKORB JURGEN 2500 7,500 0.029%
BRUSCHKE ARNO 25 75 0.000%
BURCE ASUNCION 50 150 0.001%
BURGER MICHAEL & BRITA 25 75 0.000%
BURGERT ANITA 25 75 0.000%
BURKHARD MARKUS & MONIKA 25 75 0.000%
BUSCH PAULA 25 75 0.000%
BUSELMEIER GERHARD & MANUELA 25 75 0.000%
BUTLER KARL W & CAROL 188 564 0.002%
CALDERONE WILLIAM 50 150 0.001%
CARSWELL JANE 125 375 0.001%
CATALINA CHARLES 625 1,875 0.007%
CEDE CO 464328 1,392,984 5.327%
CHASTAIN ROY & CYNTHIA GASQUE 88 264 0.001%
CHERMAK JONI 188 564 0.002%
CHRISTA HILSS CYPRIAN HILSS 25 75 0.000%
CLARK ROGER D. CLARK & JANE 90 270 0.001%
CLAUSEN SCOTT 250 750 0.003%
CLEARING INC. OTRA 750 2,250 0.009%
COLLINS TOM 238 714 0.003%
CONINE ROBERT 313 939 0.004%
CONWAY EUGENE 63 189 0.001%
COVEY CHARLES N. & AI 875 2,625 0.010%
COX STEPHEN 125 375 0.001%
COZZOLINO STEPHEN 25 75 0.000%
CROSS ALDA 85 255 0.001%
DAVIS WESLEY 625 1,875 0.007%
DE PRE MIKE 63 189 0.001%
DENZ DIETER & MELLITA 25 75 0.000%
DILLON IRIS 93 279 0.001%
DILLON JOHN 75 225 0.001%
DINGLER KLAUS & MARGIT 25 75 0.000%
DIRR ALBERT & ASTRID 25 75 0.000%
DURBAN ELMER 25 75 0.000%
DURI KLAUS 25 75 0.000%
DURI WERNER 25 75 0.000%
EASON FRED 500 1,500 0.006%
ECKERT GUNTER 1136 3,408 0.013%
ECKERT KLAUS 25 75 0.000%
EHRLER ERWIN & WALTRAUD 25 75 0.000%
EICHNER CLARA 25 75 0.000%
EMMERICH ROBERT 100 300 0.001%
ENGELMANN HANS PETER & CHRISTINE 25 75 0.000%
ENGLE ELIZABETH 125 375 0.001%
ENGLER GERHARD 25 75 0.000%
FAISST HANS 25 75 0.000%
FAISST MANFRED 25 75 0.000%
11
FARINHOLT JON 188 564 0.002%
FASSMANN RAINER 25 75 0.000%
FASSNACHT WALDEMAR 25 75 0.000%
FEHR WALTER 25 75 0.000%
FEHSER MARTIN 25 75 0.000%
FELSMANN GOTTARD 2500 7,500 0.029%
FIORILLO MARK & LILLIAN 125 375 0.001%
FIRTH BRUCE 55 165 0.001%
FLEMING JERALD D. & SUSAN 113 339 0.001%
FLIEHER PETER 25 75 0.000%
FLOYD ROBERT J & BETTY 532 1,596 0.006%
FLOYD MARGUERITE 63 189 0.001%
FORTIN LEONARD & LOIS 275 825 0.003%
FUJIKAWA STEPHEN 875 2,625 0.010%
FUSS ULI 15000 45,000 0.172%
GANTER HERBERT 25 75 0.000%
GELFAND LEONARD & BARBARA 125 375 0.001%
GEORGE KENT 2000 6,000 0.023%
GEORGE JOHN 1250 3,750 0.014%
GIERSCH RAYMOND 350 1,050 0.004%
GILLEN JOSEPH 63 189 0.001%
GIZZI MICHAEL 25 75 0.000%
GOEDDEL AUDREY F & DELBERT 125 375 0.001%
GORDON DONALD J & JACQUELINE 63 189 0.001%
GRESIK DANUTA 25 75 0.000%
GRESIK MARIA 25 75 0.000%
GRISAR HANS 25 75 0.000%
GRISAR MONIKA 25 75 0.000%
GRUNINGER ARNOLD & SILVIA 25 75 0.000%
HARDRICH WOLFGANG 25 75 0.000%
HARVEY WALTER 63 189 0.001%
HENRY-WELSH ELAINE 108 324 0.001%
HERB MARTIN 25 75 0.000%
HERB WALBURGA 25 75 0.000%
HIGLISTER KURT & RIA 25 75 0.000%
HILSS ALOIS & ANNELIESE 25 75 0.000%
HILSS HERMANN 25 75 0.000%
HISS ANTJE MARIA 25 75 0.000%
HISS THOMAS 25 75 0.000%
HOBOCK ROY CHARLES 125 375 0.001%
HODGE HAROLD 335 1,005 0.004%
HOFFLIN ROLF & JOHANNA 25 75 0.000%
HOFFMAN DAVID 25 75 0.000%
HOOVER DAVID L & WANDA 190 570 0.002%
HOPPER JR. DONALD 25 75 0.000%
HORNE ADOLF & MARIA 25 75 0.000%
HUGHES SHEILA 32 96 0.000%
HUNT DON 120 360 0.001%
HUNT BOB 100 300 0.001%
HUSTED NORMAN HUSED/SOLE
RANCH PROPRIETOR 125 375 0.001%
HUTCHINS LESTER & JACKIE 83 249 0.001%
GIUSEPPE & WALTRAUD
ILARI JTWROS 25 75 0.000%
JAMIESON GREGORY 375 1,125 0.004%
JAUCH HELMUT & ANJA 25 75 0.000%
JOHNSON THOMAS 625 1,875 0.007%
KAESSHEIMER CORNELIA 25 75 0.000%
KANZINGER HELMUT & IRMGARD 25 75 0.000%
12
KARLE RUDOLF & SIGRID 25 75 0.000%
KARNS JIM & TERI KARNS 250 750 0.003%
KASPER WAYNE 150 450 0.002%
KAUFMANN KARL HEINZ & URSULA 25 75 0.000%
KENNEDY JAMES C. JR. & JAN 75 225 0.001%
KHOSRAVI AMIR 250 750 0.003%
KILROY JOHN 250 750 0.003%
KING SCOTT 85 255 0.001%
KLEIN MANFRED 25 75 0.000%
KNUTSON RUBY 59 177 0.001%
KOCH CLAUDIA 25 75 0.000%
KOHLMEIER JOHN L. & BETTY 80 240 0.001%
KONSTANTIN HERBERT 25 75 0.000%
KRANZER KARL HEINZ & HANNELORE 25 75 0.000%
KUPFER WALTER 25 75 0.000%
KURUP RADHAKRISHNA 63 189 0.001%
KURY KLAUS & ASTRID 25 75 0.000%
KURY DIETER 25 75 0.000%
LANDAU C/F
TRESSIE LANDAU
UTMA CO KLAUSE 125 375 0.001%
LAPE DENNIS 93 279 0.001%
LARAIA RICHARD 125 375 0.001%
LAURA
HESTERBERG MARGERY J LONG 128 384 0.001%
LEE ROBERT S LEE & WILLIAM 68 204 0.001%
LEONARD CECIL 375 1,125 0.004%
LETTINI MICHAEL 75 225 0.001%
LEWMAN PETER 250 750 0.003%
LINSER ARMIN 25 75 0.000%
LONG BRUCE E. & LOLA 330 990 0.004%
LUEDTKE MAX & ANITA 25 75 0.000%
LYNN BOB 625 1,875 0.007%
MASTROVASSI
LIS VASSILIOS & ELVIRA 25 75 0.000%
MAURER EBERHARD & INGRID 25 75 0.000%
MAURER KLAUS PETER 25 75 0.000%
MAURER THOMAS 25 75 0.000%
KURT & SOFIE JTWROS
MAURER MAURER 25 75 0.000%
MAYNARD SUSAN 31 93 0.000%
MCAFERTY LLOYD V & LUANA 250 750 0.003%
MCCOY JOHN & NANCY MCCOY 50 150 0.001%
MCCOY TRACY 25 75 0.000%
MCCUE GERALD 75 225 0.001%
MEIER JOSEPHA 25 75 0.000%
MENDENHALL BRUCE R & DONNA JTWROS 188 564 0.002%
MERCER LAMAR C & JOANNE 75 225 0.001%
MERCER ANN 47 141 0.001%
MILLER HARLEY 88 264 0.001%
MINICHINI CARMINE 55 165 0.001%
MINOR LEWIS 188 564 0.002%
MIRABELLA FRANK 125 375 0.001%
MOHR WERNER 51250 153,750 0.588%
MONACO JOSEPH 600 1,800 0.007%
MORGENTHAL SIEGFRIED & WALTRAUD
ER JTWROS 25 75 0.000%
MUENCH HILDEGARD 25 75 0.000%
MULLER BERNHARD 25 75 0.000%
MUMPER ROBERT H & NANCY 75 225 0.001%
13
MUNDINGER FRITZ & SABINE 25 75 0.000%
MURRAY JAMES 250 750 0.003%
MUSSO MIKE 300 900 0.003%
MUTSCHLER GERHARD 25 75 0.000%
NANN HERMANN 25 75 0.000%
NARDANDREA MARIANNE 63 189 0.001%
NATION RANDALL 125 375 0.001%
NATIONAL FINANCIAL SERVICES CORP 50 150 0.001%
NIELSEN PHILLIP 500 1,500 0.006%
NIELSON DIANA 200 600 0.002%
NIEMAN GERD 2500 7,500 0.029%
O'BRIEN PHYLLIS T. & VERNON 138 414 0.002%
One of a Kind
Children's
Center ONE OF KIND CHILDREN'S 63 189 0.001%
OTTO RHEINHARD 25 75 0.000%
PARSONS JOSEPH N. & DONNA 63 189 0.001%
PENQUE DAVID 33 99 0.000%
PETERSON R. BRADLEY 63 189 0.001%
PETH JOHN A & ELIZABETH 31 93 0.000%
PETROWSKY JANICE 88 264 0.001%
PFAFF DAVID S & APRIL 250 750 0.003%
PFISTER KLAUS & ELKE 25 75 0.000%
PHILO WILLIAM 25 75 0.000%
PIEVAKOS AUGUST 125 375 0.001%
PILAPIL BARBARA 75 225 0.001%
PITTCO 18 54 0.000%
PLACE LARRY 63 189 0.001%
POSTAL TED 88 264 0.001%
PUCA ROCCO E & CATHERINE 63 189 0.001%
RAHN JOHN 125 375 0.001%
RANIC RAYMOND R & SANDRA 125 375 0.001%
RATEY JOSEF 225000 675,000 2.582%
RATEY FRANZ 25 75 0.000%
REEB WOLFGANG 25 75 0.000%
REED INA 695 2,085 0.008%
REEDY JOHN 25 75 0.000%
REITH ALFONS & MARTHA 25 75 0.000%
RIEDER GILBERT & PETRA RIEDER 25 75 0.000%
RITTER ROLF 25 75 0.000%
ROBBINS JEFFREY 125 375 0.001%
ROETTELE LUDWIG & MAGDALENA 25 75 0.000%
ROFALSKI JOSEF 25 75 0.000%
ROTTELE JURGEN 25 75 0.000%
ROTTELE PAUL 25 75 0.000%
MICHAEL S & CASEY
ROUZER LINWICK 238 714 0.003%
RUESCH RHEINHOLD & EDITH 25 75 0.000%
RUESCH GEORG 25 75 0.000%
RUESCH SIMONE 25 75 0.000%
RUF HERMANN 25 75 0.000%
RUTHERFORD GUY 283 849 0.003%
RYBINSKI STEVE & PATRICIA 102 306 0.001%
SACHSE MANFRED 1025 3,075 0.012%
SANDRA
PANTEKOEK PEARL LONG 28 84 0.000%
SAPIA DOMENICO 25 75 0.000%
SATTLER GUNTER 25 75 0.000%
SAUTER FRED 38 114 0.000%
SCHATVET HAL & PHYLLIS 17500 52,500 0.201%
SCHLEITH EDUARD 25 75 0.000%
14
SCHNEIDER PAUL 150000 450,000 1.721%
SCHNEIDER ANJA 25 75 0.000%
SCHNEIDER MANFRED & WALTRAUD 25 75 0.000%
SCHONSTEIN GUNTER & KARIN 25 75 0.000%
SCHUNDELMEI
ER RUTH 25 75 0.000%
SCHWEIZER THOMAS & REGINA 25 75 0.000%
SCHWORER DAMIAN 25 75 0.000%
SCOTT CHARLIE L & YVONNE 65 195 0.001%
SCOTT RICHARD 38 114 0.000%
SEDLAK HARRY T. & MARLENE 125 375 0.001%
SEIDEL HANS GEORG 25 75 0.000%
SEILER MICHAEL & ANITA 25 75 0.000%
SEILER WOLFGANG 25 75 0.000%
SEN FERDINAND PROBST 12500 37,500 0.143%
SERRANO JOSE 25 75 0.000%
SEVERSON RICHARD R & REGINA 125 375 0.001%
SGODDA BEATE & CARSTEN 25 75 0.000%
SHAFFER ESTHER M & WILLIAM 250 750 0.003%
SHAW AL & HELEN 125 375 0.001%
SHEDRON MARK & MAE SHEDRON 250 750 0.003%
SHEFFIELD LISA 1250 3,750 0.014%
SIDLOV MARIA 25 75 0.000%
SIEBERT ROSA & WALTER 25 75 0.000%
SIEGLING HARTMUT 2000 6,000 0.023%
SIGLEY RICHARD L & MARCIA 75 225 0.001%
SIGMAN EDYTHE & ROBERT L 250 750 0.003%
SILVERSTEIN KENNETH & AME 1668 5,004 0.019%
SIMON ALFONS & HEDWIG 25 75 0.000%
SMITH J. STEPHEN 250 750 0.003%
SOMMER HANS & GISELA 25 75 0.000%
SORELLE C. V. 2500 7,500 0.029%
SOUTHWEST SECURITIES INC 125 375 0.001%
SPECHT LEONHARD 1500 4,500 0.017%
SPENCER MURRAY & ADDIE 125 375 0.001%
SPRINGER SHIRLEY 7500 22,500 0.086%
STEGE JAN TER 25000 75,000 0.287%
STEIGER ANDREW 38 114 0.000%
STEITZ CARL G. & DEBBIE 3122 9,366 0.036%
STELZER CRISTINE 25 75 0.000%
STETTIN HARALD 25 75 0.000%
STOKES ROCKY & HELEN 1250 3,750 0.014%
STRUTT PETER 25 75 0.000%
TATARKA WILLIAM 500 1,500 0.006%
TERRA FUNDING GROUP INC 26000 78,000 0.298%
TETENBAUM RICHARD 63 189 0.001%
TEXAS FINANCE INCORPORATED 117 351 0.001%
TIFT CHARLES A. & CHRISTA 150 450 0.002%
TROXLER LIA 25 75 0.000%
ULLMER JOCHEN 25 75 0.000%
VALENTINE GARLAND 55 165 0.001%
VILLANI JOHN J & LOUISE 250 750 0.003%
VOLLRATH HEINZ 25 75 0.000%
WACHENHEIM ANDREAS 25 75 0.000%
WALKER GARY 63 189 0.001%
WALTERS KEN 275 825 0.003%
WATKINS
FAMILY TRUST 7500 22,500 0.086%
WEISEL LOTHAR & ILSE WEISEL 25 75 0.000%
15
WEISEL KAETHE 25 75 0.000%
WENZEL GUNTER 500 1,500 0.006%
WESTER BILL G & MARILYN 92 276 0.001%
WHITFIELD III BRYAN 150 450 0.002%
WICKER DEAN 41875 125,625 0.480%
WIEDEMANN REINHARD & DANIELA 25 75 0.000%
WIEGERT DANIEL 25 75 0.000%
WILKS CARL 200 600 0.002%
WILSON JOHNNY M & ADA 25000 75,000 0.287%
WOLF THOMAS 25 75 0.000%
WOLTER OLGA 25 75 0.000%
WOODROW PAT 55 165 0.001%
WRIGHT JOHANNA 30 90 0.000%
ZAENGLE ROSWITHA 25 75 0.000%
ZAHRADNICK JANIENE 50 150 0.001%
ZANGLE DANUTA 25 75 0.000%
ZEHRINGER ANNELIESE 25 75 0.000%
ZINN LANA 150 450 0.002%
Paragon Management & Marketing 0 3,400 0.0130%
Apollo Holdings, Ltd. 0 1,450,000 5.5455%
Capital Ideas, Inc. 0 100,000 0.3824%
Pacific Rim Bancorp 0 25,000 0.0956%
Technology Partners 1, LLC 0 160,000 0.6119%
Sensational Sound 0 23,000 0.0880%
B.D. & F. Enterprise, Inc. 0 350,000 1.3386%
The David G. & Sandra L. Decker Family Trust 0 10,000 0.0382%
Center for Health Psychology P.C. 0 66,000 0.2524%
Brown Brothers Harriman, NY 0 100,000 0.3824%
Superfly Financial 0 5,000 0.0191%
Prominent Development 0 50,000 0.1912%
D & H Marrott Family Limited Partnership 0 252,787 0.9668%
The Stephen R. & Donna D. Myers Family Trust
Dated 9/14/00 0 10,000 0.0382%
Witan, Ltd. 0 100,000 0.3824%
Paragon Management & Marketing, Inc. 0 326,000 1.2468%
Dain Rouscher 0 100,000 0.3824%
Curvelo Trade & Finance 0 50,000 0.1912%
Investments Unlimited 0 500 0.0019%
Paragon Management & Marketing, Inc. 0 50,000 0.1912%
Dennis & Michelle Porter Family Trust 0 25,000 0.0956%
Gary & Alana Porter Family Trust 0 5,000 0.0191%
Orion Medical Supply 0 50,000 0.1912%
B.D. & F. Enterprises, Inc. 0 20,000 0.0765%
Blue Ocean LLC - Brian Zaich 0 25,000 0.0956%
Blue Ocean LLC - Craig Zaich 0 25,000 0.0956%
Blue Ocean LLC - James Cundiff 0 500,000 1.9122%
Adame, Jr. Alvaro & Nanette Fay 0 1,500 0.0057%
Adams John F. & Louise R. 0 2,000 0.0076%
Adams Kyle R. & Nadine W. 0 4,500 0.0172%
Ashby Frederick H. 0 50,000 0.1912%
Ashinhurst Danny A. 0 1,000 0.0038%
Beals Dan Duckworth & Carol 0 1,000 0.0038%
Bertoldo Robert Nelson 0 10,000 0.0382%
Bigelow Michael & Dana 0 50 0.0002%
16
Bohlen Brent 0 5,000 0.0191%
Brewer D. Brett 0 4,000 0.0153%
Brotherton Deborah E. 0 400 0.0015%
Brown Travis Nathaniel & Sandra Dee 0 1,000 0.0038%
Brown Jason MacPhee & Leah Pauline 0 7,000 0.0268%
Bruno Marc Alan 0 2,000 0.0076%
Buchanan Yevetta Gail 0 1,000 0.0038%
Burke Donald James & Joyce Elaine 0 5,000 0.0191%
Butler JTWROS David P. & Carolyn Vickers 0 5,000 0.0191%
Butler JTWROS David P. & Carol Vickers 0 1,500 0.0057%
Call Bruce 0 10,000 0.0382%
Christensen Cannon 0 4,000 0.0153%
Clemens John D. & Constance J. 0 2,500 0.0096%
Cole Tom G. & Sharon L. 0 3,000 0.0115%
Collier Jason A. 0 100 0.0004%
Cundiff Rollie J. & Madelyn F. 0 100,000 0.3824%
Cunningham Larry E. 0 10,000 0.0382%
Curran Christopher D. 0 15,000 0.0574%
De La Rosa Henry 0 2,000 0.0076%
DeLeon John S. & Mele P. 0 1,500 0.0057%
Delgado Rose 0 500 0.0019%
Duvall Michael E. & Kathleen E. 0 25,000 0.0956%
Eckert Michael G. & Brandy L. 0 12,000 0.0459%
Elder Michael Lee & Joan M. 0 20,000 0.0765%
Ellsworth Lynn or Elaine 0 5,000 0.0191%
Elzea III J. Garth 0 2,000 0.0076%
Emmons Michael 0 5,000 0.0191%
Espinoza Paul & Becky 0 100 0.0004%
Evans Jared R. & Jenny R. 0 1,000 0.0038%
Fusselman David Wayne & Gaylene H. 0 4,000 0.0153%
Fusselmann Gary L. & Lynell L. 0 1,000 0.0038%
Gardner Douglas K. 0 2,000 0.0076%
Gillespie Mark W. 0 2,000 0.0076%
Hall Coltin Roy & Julia Adele 0 8,500 0.0325%
Hall Scott 0 2,000 0.0076%
Hallum David W. 0 5,000 0.0191%
Hammons Glen D. & D. Gayle 0 5,000 0.0191%
Hammons Steven G. & Jennifer M. 0 200 0.0008%
Hammons Travis 0 500 0.0019%
Hammons Trevor G. 0 500 0.0019%
Hancock Jeff D. 0 2,000 0.0076%
Hancock Jay B. 0 1,000 0.0038%
Hernandez Joe A. & Kimberly B. 0 1,000 0.0038%
Horne Deron Brent 0 5,000 0.0191%
Hornstein Dona 0 5,000 0.0191%
Huseman Timothy R. 0 10,000 0.0382%
Hutton Adam & Wendy 0 2,500 0.0096%
Poorman Steve 0 2,000 0.0076%
James II Russell F. 0 3,250 0.0124%
Jarosz Frederick J. 0 2,000 0.0076%
Jarosz Frederick J. 0 2,000 0.0076%
Johnson Lawrence 0 40,000 0.1530%
Joyce James C. 0 2,000 0.0076%
Kelly Tim & Judith A. 0 30,000 0.1147%
Krause Fred C. 0 2,000 0.0076%
17
Kroner, Jr. Sheldon R. 0 35,000 0.1339%
Kroner, Jr. Sheldon R. 0 19,000 0.0727%
Lee Wade 0 2,500 0.0096%
Lincoln Richard D. & Karen K. 0 5,000 0.0191%
Lindgren Harry J.H. 0 1,000 0.0038%
Litwiller Teri S. 0 2,000 0.0076%
Loftus Jeffrey L. 0 1,000 0.0038%
Loyd David A. & Staci E. 0 8,000 0.0306%
Mabry Mark W. & Jenni L. 0 10,000 0.0382%
Mahinda Bhikkhu T. & Diane 0 20,000 0.0765%
Malone J. Scott 0 2,000 0.0076%
Manriquez Celeste 0 1,000 0.0038%
Marrott Trevor Dwayne 0 1,600 0.0061%
Marrott Heather 0 30,900 0.1182%
Marrott Jesse John 0 1,000 0.0038%
Marrott Rachel Lylene Lokelani 0 1,000 0.0038%
Marrott Sharla L. 0 1,000 0.0038%
Marrott Zachary Todd 0 1,000 0.0038%
Mecham Jeremy D. 0 5,000 0.0191%
Mendel Mary 0 1,000 0.0038%
Mendel Greg 0 1,000 0.0038%
Middleton Steve & Jonene 0 500 0.0019%
Miller Phillip & Dolly 0 500 0.0019%
Myers Bradley R. & Clarissa C. 0 1,000 0.0038%
Myers Sidney T. 0 50,000 0.1912%
Nelson John A. & Lori Ann 0 1,500 0.0057%
Newman Justin Alfred & Alisha Anne 0 1,000 0.0038%
Ormond Scott G. 0 1,000 0.0038%
Oswald Miriam & Joseph 0 500 0.0019%
Ott Philip R. 0 30,000 0.1147%
Owens, Jr. Dalton Robert 0 4,000 0.0153%
Parks Lyle F. & JoAnn 0 2,400 0.0092%
Smith JTROS Michael & Eileen 0 30,000 0.1147%
Lanzotti Victor Russell 0 20,000 0.0765%
Letel Mark 0 500 0.0019%
Love Adam 0 5,000 0.0191%
Ng Denis 0 5,000 0.0191%
Paraskevas Perry 0 500 0.0019%
Rebarber Frank 0 2,500 0.0096%
Stulic Romano 0 5,000 0.0191%
Wald Steven 0 5,000 0.0191%
Thomas G. Bryan 0 10,000 0.0382%
Kerr Steve 0 50,000 0.1912%
Secor Rob 0 10,000 0.0382%
Phillips, Jr. William A. 0 3,000 0.0115%
Porter Donna Jean 0 2,100 0.0080%
Quesada Rudy 0 1,000 0.0038%
Rasmussen Dave & Lana 0 1,600 0.0061%
Rasmussen Dave & Lana 0 3,000 0.0115%
Richard Teresa 0 1,000 0.0038%
Rives Jim E. & Cynthia A. 0 7,000 0.0268%
Rives Jim E. & Cynthia A. 0 2,000 0.0076%
Rooke Thomas Neil 0 10,000 0.0382%
Saccaro Joseph Victor 0 3,000 0.0115%
Saccaro Tony Lee 0 1,000 0.0038%
18
Shomidie Ann Cytree 0 2,000 0.0076%
Shomidie Ann Cytree 0 3,000 0.0115%
Simon, Jr. Robert Elias 0 1,000 0.0038%
Simonsen Nelsen D. 0 1,000 0.0038%
Slaughter Michael W. Menasco & Susan K. 0 500 0.0019%
Bonner, Jr. William A. 0 500 0.0019%
Smith Steven Mark 0 3,000 0.0115%
Smith Ronald Kay 0 312,200 1.1940%
Smith Ronald Kay 0 100,000 0.3824%
Smith Kristi Kae 0 1,000 0.0038%
Smith Dustin E. 0 500 0.0019%
Smith Jerome C. 0 50,000 0.1912%
Spangler, Jr. Fred 0 1,000 0.0038%
Staben Frank P. & Connie L. 0 100,000 0.3824%
Starkey Timothy Patrick 0 2,000 0.0076%
Stephens Zelda I. 0 1,000 0.0038%
Stephens Blake Robert 0 4,000 0.0153%
Sweeney Peter Matthew 0 600 0.0023%
Tenney Travis 0 10,000 0.0382%
Tenney Kalee 0 2,000 0.0076%
Thomas G. Bryan 0 7,500 0.0287%
Thomas G. Bryan 0 2,000 0.0076%
Thomas G. Bryan 0 20,000 0.0765%
Thompson Bill 0 3,000 0.0115%
Weaver Elizabeth 0 500 0.0019%
Westover Bruce E. & Vicki Pauline 0 300,000 1.1473%
Westover Joseph Erickson 0 1,500 0.0057%
White Wilford P. 0 15,000 0.0574%
White II Murray R. & Susan B. 0 5,000 0.0191%
White Wilford P. 0 5,000 0.0191%
White Danny 0 5,000 0.0191%
Wilberg Frederick Bryan & Ila H. 0 2,000 0.0076%
Willis Keevin L. 0 6,100 0.0233%
Willis Ronald A. 0 4,175 0.0160%
Willis Mark A. 0 975 0.0037%
Willis Ronald A. 0 8,000 0.0306%
Willis Keevin L. 0 2,000 0.0076%
Willis Mark A. 0 8,000 0.0306%
Wright John David 0 2,500 0.0096%
BD & F Enterprises, Inc. 0 15,000 0.0574%
Prominent Development 0 25,000 0.0956%
Allen P. Goodmansen CPA PC 0 25,000 0.0956%
William L. Richards Trust 0 4,000 0.0153%
William L. Richards Trust 0 2,000 0.0076%
Thomas E. Richards Trust 0 2,000 0.0076%
HWSW Family Partners. Ltd. 0 4,000 0.0153%
Crystal City Restaurant Corp. 0 11,000 0.0421%
Thomas E. Richards Trust 0 4,000 0.0153%
The CAPPS Trust 0 50,000 0.1912%
Victor & Hall Enterprises, LLC 0 15,000 0.0574%
Prominent Development 0 50,000 0.1912%
Fountain Enterprises, Inc. - Pension Plan 0 30,000 0.1147%
Orion Medical Supply 0 25,000 0.0956%
19
Orion Medical Supply 0 25,000 0.0956%
SST Management Employee Retirement Plan 0 12,500 0.0478%
Arnold Timothy Brent 0 9,500 0.0363%
Beals Patrick P. & Merrilee 0 2,500 0.0096%
Billingsley James H. 0 1,000 0.0038%
Blake Lee P. 0 1,750 0.0067%
Boblett James Raymond & Marie A. 0 1,000 0.0038%
Bonazza Angela 0 600 0.0023%
Boyle Danny P. 0 20,000 0.0765%
Braswell Claiborne H. 0 1,000 0.0038%
Capek Lawrence & Charleen 0 1,000 0.0038%
Cunningham Larry E. 0 10,000 0.0382%
Davenport Linda Elizabeth 0 1,000 0.0038%
Deng Daniel H. 0 4,000 0.0153%
Ewing Danielle G. 0 1,000 0.0038%
Fawcett David L. 0 1,000 0.0038%
Fisk Wallace 0 100,000 0.3824%
Fowler David 0 250 0.0010%
Gelsomini Steven 0 2,000 0.0076%
Griffel Kevin Eugene 0 1,000 0.0038%
Gulartie Louise 0 50 0.0002%
Hall Ryan Kent 0 2,000 0.0076%
Hall William Brad & Shawna 0 1,000 0.0038%
Hall George K. & Denise 0 10,000 0.0382%
Hall Clarence Kent & Ava Lynn 0 10,500 0.0402%
Hallows Brett & Lisa R. 0 2,000 0.0076%
Hallum Steven Keith & Barbara M. 0 5,000 0.0191%
Hardwick Daniel Thomas 0 2,500 0.0096%
Hardwick Matthew Keith 0 2,500 0.0096%
Hardwick Michele 0 2,500 0.0096%
Harper Derwin & Donna 0 15,768 0.0603%
Hatch Steve & Leslie 0 5,000 0.0191%
Heap John Robert 0 14,100 0.0539%
Heap Theo & Gloria 0 2,500 0.0096%
Hoopes John R. 0 2,250 0.0086%
John Rachel 0 600 0.0023%
Johnson, Sr. Robert C. 0 1,000 0.0038%
Kenny III Patrick H. 0 20,000 0.0765%
Kroner, Jr. Sheldon R. 0 2,500 0.0096%
Lee Edward 0 1,000 0.0038%
Lopez Diego 0 1,000 0.0038%
Lutz James J. 0 1,500 0.0057%
Manriquez Celeste L. 0 1,500 0.0057%
Manriquez Martin 0 2,500 0.0096%
McLaws Nathan Lee 0 2,750 0.0105%
Miller Roger L. & Lesley M. 0 6,100 0.0233%
Neely Revy Leora 0 10,000 0.0382%
Neely Paula J. 0 2,500 0.0096%
Nelson Donald L. 0 10,000 0.0382%
Newby Trevor William & Lauralee Arnold 0 500 0.0019%
O'Brien III James Charles 0 750 0.0029%
Owens Earl J. & RaQuelle 0 1,500 0.0057%
Owens Kevin Earl & Jennifer Boblett 0 2,000 0.0076%
Petersen David C. & Tawna J. 0 10,000 0.0382%
20
Phillips, Jr. William A. 0 3,000 0.0115%
Reynolds Steven Robert 0 2,100 0.0080%
Reynolds Montie M. & Sally J. 0 10,000 0.0382%
Richards R. Norton & Ann R. 0 5,000 0.0191%
Richards R. Norton & Ann R. 0 10,000 0.0382%
Rives Jim E. & Cynthia A. 0 1,000 0.0038%
Sheikh Javaid I. 0 10,000 0.0382%
Shook JTWROS Joseph R. & E. Susan 0 2,500 0.0096%
Skeen David W. 0 2,750 0.0105%
Stephens Blake Robert 0 5,000 0.0191%
Stich John L. 0 5,000 0.0191%
Stich Mark A. & Shanna J. 0 1,000 0.0038%
Tierney Harry W. & Mary K. 0 1,000 0.0038%
Tillotson Scott 0 17,500 0.0669%
Uhd Justin 0 200 0.0008%
Vanderwalker Brandi & Matthew 0 250 0.0010%
Vernam Robert L. 0 1,000 0.0038%
Victor Marlene 0 2,000 0.0076%
Warner F. Todd 0 25,000 0.0956%
Watson H. Craig & Martha P. 0 12,500 0.0478%
White Wilford D. & Jolynn 0 30,000 0.1147%
White Wilford P. 0 10,000 0.0382%
White Chad 0 2,500 0.0096%
Wiehl Duane R. & Ranona 0 5,000 0.0191%
Williams Lavanda R. 0 1,500 0.0057%
WIllis Ronald A. 0 5,000 0.0191%
Willis Mark A. 0 7,350 0.0281%
Wright John David 0 500 0.0019%
Moore Todd 0 1,000,000.00 3.824%
Bourns, Inc. 0 60,000.00 0.229%
Morrison J. Brian 0 500,000.00 1.912%
Robert W. Brunson is the founder, president and CEO of Cryocon, Inc.
Mr. Brunson is the beneficial holder of 12,163,893 shares of the Company's
common stock (including shares registered in this Prospectus). His spouse, Debra
L. Brunson, holds 500,000 shares of the company stock. The shares registered in
this prospectus are 2,002,523 shares Mr. Brunson received upon conversion of a
debenture in the principal amount of $50,000.00. Mr. Brunson owns 46.520% of the
Company's issued and outstanding shares of common stock.
Plan of Distribution
The Selling stockholders may from time to time sell all or a portion of
their shares in the over-the-counter market, or on any other national securities
exchange on which the common stock is or becomes listed or traded, in negotiated
transactions or otherwise, at prices then prevailing or related to the then
current market price or at negotiated prices. The Shares will not be sold in an
underwritten public offering. The Shares may be sold directly or through brokers
or dealers. The methods by which the Shares may be sold include: (a) a block
trade (which may involve crosses) in which the broker or dealer so engaged will
attempt to sell the securities as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (b) purchases by a broker
or dealer as principal and resale by such broker or dealer for its account
21
pursuant to this Prospectus; (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; and (d) privately selling
stockholders may arrange for other brokers or dealers to participate. Brokers or
dealers may receive commissions or discounts from selling stockholders (or, if
any such broker-dealer acts as agent for the purchaser of such shares, from such
purchaser) in amounts to be negotiated that are not expected to exceed those
customary in the types of transactions involved. Broker-dealers may agree with
the Selling Stockholders to sell a specified number of such shares at a
stipulated price per share, and, to the extent such purchase as principal any
unsold shares at the price required to fulfill the broker-dealer commitment to
such Selling Stockholder. Broker-dealers who acquire shares as principal may
thereafter resell such shares from time to time in transactions (which may
involve crosses and block transactions and sales to and through other
broker-dealers (including transactions of the nature described above) in the
over-the-counter market or otherwise at prices and on terms then prevailing at
the time of sale, at prices then related to the then-current market price or in
negotiated transactions and`, in connection with such re-sales, may pay to or
receive from the purchasers of such shares commissions as described above.
In connection with the distribution of the Shares, the Selling
Stockholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the shares in the course of hedging the positions they assume with the selling
stockholders. The selling stockholders may also sell the shares short and
redeliver the shares to close out the short positions. The selling stockholders
may also loan or pledge the shares to a broker-dealer and the broker-dealer may
sell the shares so loaned or upon a default the broker-dealer may effect sales
of the pledged shares. In addition to the foregoing, the selling stockholders
may enter into, from time to time, other types of hedging transactions.
The selling stockholders and any broker-dealers participating in the
distributions of the Shares may be deemed to be "underwriters" within the
meaning of Section 2(11) of the 1933 Act and any profit on the sale of shares by
the selling stockholders and any commissions or discounts given to any such
broker-dealer may be deemed to be underwriting commissions or discounts under
the 1933 Act. The shares may also be sold pursuant to Rule 144 under the 1933
Act beginning one year after the shares were issued.
We have filed the registration statement, of which this prospectus
forms a part, with respect to the sale of the shares. There can be no assurance
that the Selling Stockholders will sell any or all of the shares they desire to
sell, or that we will sell any of the share we desire to sell.
Under the Securities Exchange Act of 1934 ("Exchange Act") and the
regulations thereunder, any person engaged in a distribution of the shares
offered by this Prospectus may not simultaneously engage in market making
activities with respect to the common stock of the Company during the applicable
"cooling off" periods prior to the commencement of such distribution. In
addition, and without limiting the foregoing, the Selling Stockholders will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, which provisions may limit the timing of purchases and
sales of common stock by the Selling Stockholders. We will pay all of the
expenses incident to the offering and sale of the Shares, other than
commissions, discounts and fees of underwriters, dealers, or agents.
We have advised the Selling Stockholders that, during such time as they
may be engaged in a distribution of any of the shares we are registering by this
Registration Statement, they are required to comply with Regulation M
promulgated under the Securities Exchange Act of 1934. In general, Regulation M
precludes any Selling Stockholder, any affiliated purchasers and any
broker-dealer or other person who participates in such distribution from bidding
for or purchasing, or attempting to induce any person to bid for or purchase,
any security which is the subject of the distribution until the entire
distribution is complete. Regulation M defines a "distribution" as an offering
of securities that is distinguished from ordinary trading activities by the
magnitude of the offering and the presence of special selling efforts and
selling methods. Regulation M also defines a "distribution participant" as an
underwriter, prospective underwriter, broker, dealer, or other person who has
agreed to participate or who is participating in a distribution.
Regulation M prohibits any bids or purchases made in order to stabilize
the price of a security in connection with the distribution of that security,
except as specifically permitted by Rule 104 of Regulation M. These stabilizing
transactions may cause the price of the common stock to be higher than it would
otherwise be in the absence of those transactions. We have advised the Selling
Stockholders that stabilizing transactions permitted by Regulation M allow bids
to purchase our common stock so long as the stabilizing bids do not exceed a
specified maximum, and that Regulation M specifically prohibits stabilizing that
22
is the result of fraudulent, manipulative, or deceptive practices. Selling
Stockholders and distribution participants will be required to consult with
their own legal counsel to ensure compliance with Regulation M.
Description of Securities
The Common Stock is the only class of voting securities of the Company
outstanding.
The holders of Common Stock are entitled to one vote for each share
held. The Certificate of Incorporation provides that the affirmative vote of a
majority of the votes cast at a shareholder's meeting is sufficient to effect
any corporate action upon which shareholders may or must vote. Common Shares do
not carry cumulative voting rights, thus holders of more than 50% of the Common
Stock have the power to elect all directors if they wish and, as a practical
matter, to control Cryocon. Holders of Common Stock are not entitled to
preemptive rights, and the Common Stock is not subject to redemption.
The Company's bylaws provide for a board of no less than three nor more
than seven directors, all of whom are elected for one-year terms at the annual
meeting of shareholders. The affirmative vote of a simple majority of the
outstanding Common Stock is necessary to remove a director. A special meeting of
shareholders may be called by the Chairman of the Board, the President, a
majority of the Board of Directors, or shareholders owning in the aggregate 10%
or more of the Common Stock. Holders of Common Stock are entitled to receive,
pro rata, dividends if, when, and as declared by the Board of Directors out of
funds legally available therefore.
Upon liquidation, dissolution or winding up of the Company, holders of
Common Stock are entitled to share ratably in the Company's assets legally
available for distribution to its shareholders after payment of liquidation
preference and outstanding redemption rights (if any) on any preferred stock
outstanding and are not subject to further calls or assessments.
Interests of Named Experts and Counsel
No "expert" as that term is defined pursuant to Regulation S-K, or the
"counsel" of Cryocon as that term is defined pursuant to regulation S-K, was
hired on a contingent basis, or will receive a direct or indirect interest in
Cryocon, or was a promoter, underwriter, voting trustee, director, officer, or
employee of Cryocon at any time prior to the filing of this registration
statement.
Material Changes
Material changes, which have occurred since the end of the latest
fiscal year, are set forth in the information statement filed pursuant to
Section 14(f) of the securities Exchange Act, the statements on form 8-K filed
on August 18, 2000, September 25, 2000 and October 16, 2000, and on form 10QSB
filed on November 14, 2000, and each is incorporated by reference under item 12
below. The transaction described in such filing has now been consummated.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is
considered to be part of this prospectus and information that we file later with
the SEC automatically will update and supersede such information. We incorporate
by reference the documents listed below and any future filings we make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended. These documents contain important business information about
our company and its financial condition.
o The Company's (under its former name, "Iso Block Products,
USA") latest annual report on Form 10-KSB filed pursuant to
the requirements of the Securities Exchange Act of 1934 for
Iso Block's latest fiscal year;
o All other reports filed pursuant to the Securities Exchange
23
Act of 1934 filed since the end of the Company's last fiscal
year covered by the annual report referred to in the bullet
point immediately preceding;
o The Information Statement filed pursuant to Section 14(F) of
the Securities Exchange Act of 1934 and Rule 14(F-1)
thereunder, which statement was filed on or about July 21,
2000.
o All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange
Act of 1934 prior to the termination of the offering described
in this prospectus are hereby deemed to be incorporated by
reference into this prospectus.
The Company will provide to each person, including any beneficial
owner, to whom a prospectus is delivered, a copy of any and all of the
information that has been incorporated by reference in this prospectus but not
delivered with the prospectus. The Company will provide this information upon
written or oral request and at no cost to the requester. All requests for such
information shall be directed to James M. Retallick, Cryocon, Inc., 2250 North
1500 West, Ogden, UT 84404, (801) 395-2796.
Cryocon files all documents with the Securities and Exchange Commission
required by the Securities Exchange Act of 1934 including annual statements on
Form 10-KSB, quarter statements on Form 10-QSB, statements on Form 8-K as
required and all other required filings. The public may read and copy any
materials the Company files with the Securities and Exchange Commission at the
Security and Exchange Commission Public Reference Room at 450 5th Street, N.W.,
Washington, D.C., 20549. The public may obtain information on the operation of
the Public Reference Room by calling the Securities and Exchange Commission at
1-800-SEC-0330. The Securities and Exchange Commission also maintains an
internet site that contains reports, proxy, and Information Statements, and
other information regarding the Company. The address of that site is
http:\\www.sec.gov. The Company also has an internet site at
http:\\www.cryocon.org.
Disclosure of Commission Position on Indemnification for Securities
Act Liabilities
The Company's indemnification policy covering officers and directors,
as contained in the by-laws, provides that the Company may indemnify at its
discretion any officer or director for costs reasonably incurred in connection
with civil, criminal, administrative and investigative proceedings if he or she
acted in good faith, whether brought by or in the right of the Company or not;
provided that if a proceeding is brought by or on behalf of the Company and the
officer or director is adjudged to be liable, then no indemnification shall be
made with respect thereto; and provided further that no indemnification shall be
paid if it has been determined that under the circumstances such officer or
director did not meet the standard of conduct relevant to such proceeding. The
Company may advance costs to an officer or director in connection with
proceedings against an him or her as long as he or she undertakes to repay if it
is determined that he or she is not entitled to such indemnification. The
Company may purchase indemnification insurance for officers and directors.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 14. Other Expenses of Issuance and Distribution.
It is estimated that the expenses incurred in connection with
distribution of the shares of Common Stock offered hereby will be as follows:
24
Amount Payable
Item by Company
SEC Registration Fee 8,209.00
Printing and Engraving 5,000.00
Legal Fees and Expenses 15,000.00
Accounting Fees and Expenses 2,500.00
Fees and Expenses for Qualification 5,500.00
under State Securities Laws
Transfer Agent Fees and Expenses 10,020.00
Miscellaneous 750.00
Total 46,979.00
Item 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Article Seven of the Company's Certificate of Incorporation authorizes
the Company to indemnify any current or former director, officer, employee, or
agent of the Company, or a person serving in a similar post in another
organization at the request of the Company, against expenses, judgments, fines,
and amounts paid in settlement incurred by him in connection with any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, to the fullest extent not prohibited
by the Colorado Business Corporation Act, public policy or other applicable law.
Sections 7-109-103 and 7-109-107 of the Colorado Business Corporation Act
authorize a corporation to indemnify its directors, officers, employees, or
agents in terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities (including provisions permitting advances for
expenses incurred) arising under the 1933 Act.
Item 16. Exhibits.
(a) Exhibits. The following exhibits are filed with this report, except
those indicated as having previously been filed with the Securities and Exchange
Commission and which are incorporated by reference to another report,
registration statement or form. The Company will furnish any exhibit indicated
in the list below as filed with this report (not incorporated by reference) upon
payment to the Company of its expenses in furnishing the information upon the
request of any Shareholder of Record.
2.0 Plan of Acquisition, Reorganization, Arrangement, Liquidation or
Succession
2.1 Agreement and Plan of Reorganization dated April 25, 2000
(incorporated by reference to Exhibit 2.1 to Form 8-K dated
August 18, 2000
3.0 Articles and Bylaws
3.1 Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to registration statement on Form S-8
of Champion Computer Rentals, Inc., file no. 33-23257-D)
3.2 Bylaws of the Company (incorporated by reference to Exhibit on
Form 10-KSB for fiscal year ended 1993).
3.3 Certificate of Amendment and Restatement to Articles of
Incorporation (incorporated by reference to Exhibit 3.4 to
Form 8-K dated February 10, 1994).
3.4 Certificate of Amendment to Articles of Incorporation,
changing the Company's name to Iso-Block Products USA,
Inc.(incorporated by reference to Exhibit 2(c) to registration
statement on Form 8-A, file no. 0-25810).
25
3.5 Certificate of Amendment to Articles of Incorporation,
changing the Company's name to Cryocon, Inc., authorizing a
four to one reverse split, authorizing the increase of capital
stock to 50,000,000 shares of Common Stock, and ratifying the
change of auditors to HJ & Associates of Salt Lake City, Utah.
(Incorporated by reference to Exhibit 3.6 to the 10-QSB, filed
November 14, 2000.)
4.0 Instruments Defining the Rights of Security Rights
4.1 Convertible Debenture Due January 3, 2003 between Cryocon,
Inc. and Robert Brunson in the Principal Amount of $50,000.00.
4.2 Convertible Debenture Due February 1, 2003 between Cryocon,
Inc. and Paragon Venture Fund LLC in the Principal Amount of
$28,800.00.
4.3 Convertible Debenture Due February 1, 2003 between Cryocon,
Inc. and Paragon Venture Fund LLC in the Principal Amount of
$647,300.00.
4.4 Convertible Debenture Due February 1, 2003 between Cryocon,
Inc. and Paragon Venture Fund LLC in the Principal Amount of
$1,404,473.00.
4.5 Convertible Debenture Due February 1, 2003 between Cryocon,
Inc. and Paragon Venture Fund LLC in the Principal Amount of
$475,000.00.
4.6 Convertible Debenture Due February 1, 2003 between Cryocon,
Inc. and Paragon Venture Fund LLC in the Principal Amount of
$1,564,236.00.
4.7 Warrant Issuance to Todd Moore.
4.8 Warrant Issuance to Bourns, Inc.
4.9 Warrant Issuance to J. Brian Morrison
5.0 Opinion re Legality
5.1 and 23.01 Letter of opinion, including consent of Marcus
Sanders, Attorney and Counselor at Law, regarding
legality of Common Stock to be issued pursuant to
options granted under the Plan.
23.0 Consent of experts and counsel
23.02 Consent of H.J.& Associates, independent certified public
accountants
23.03 Consent of Larry O'Donnell, CPA, PC, and independent certified
public accountant for the fiscal year end March 31, 2000.
24.0 Power of Attorney
24.01 Power of Attorney (See Signature Page)
Item 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
26
(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 of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as indemnification for liabilities under the Securities Act
of 1933 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 Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Denver, Colorado, on the date below.
DATED: February 7, 2001 Cryocon, INC.
By: /s/
------------------------------------------
Robert W. Brunson, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert W. Brunson, with power of
substitution, as his attorney-in-fact for him, in all capacities, to sign any
amendments to this registration statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact or his substitutes may do or cause to be done by virtue hereof.
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 respectively indicated.
/S/ Director, Chairman, President, Chief February 7, 2001
- -----------------
ROBERT W. BRUNSON Executive Officer Robert W. Brunson
/s/ Acting Chief Financial Officer February 7, 2001
- -----------------
ROBERT W. BRUNSON
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/s/ Director February 7, 2001
- -----------------
J. BRIAN MORRISON
/s/ Director February 7, 2001
- -----------------
LYNDELL PARKS
- ----------------- Director February 7, 2001
ROBERT WICKERSHEIM
- ----------------- Director February 7, 2001
RANY SANT
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