As filed with the Securities and Exchange Commission on September 12, 2000.
Registration No. 333-36346
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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APPLIED BIOMETRICS, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1508112
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ANDREW M. WEISS
501 EAST HIGHWAY 13, SUITE 108 PRESIDENT AND CHIEF EXECUTIVE OFFICER
BURNSVILLE, MINNESOTA 55337 501 EAST HIGHWAY 13, SUITE 108
(952) 890-1123 BURNSVILLE, MINNESOTA 55337
(Address, including zip code, and (952) 890-1123
telephone number, including area code, (Name, address, including zip code,
of registrant's principal executive and telephone number, including
offices) area code, of agent for service)
With Copies to:
Bruce A. Machmeier, Esq. and Kimberly A. Lowe, Esq.
Oppenheimer Wolff & Donnelly LLP
Plaza VII, Suite 3400, 45 South Seventh Street
Minneapolis, Minnesota 55402
(612) 607-7000
---------------
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
---------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE
SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE PRICE (4) (4)
- -----------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share(2).. 1,102,500 shares $3.00 $3,307,500 $874.00
Common Stock, par value $0.01 per share(3).. 855,750 shares $ .42 $ 359,415 $ 94.90
TOTAL 1,958,250 shares -- $3,666,915 $968.90
=======================================================================================================================
(1) In addition, pursuant to rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate number of shares as may be issued in respect of stock splits,
stock dividends and similar transactions.
(2) Shares of Common Stock registered under initial Registration Statement.
(3) Shares of Common Stock registered pursuant to this Amendment No. 2 to the
Registration Statement.
(4) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 under the Securities Act on the basis
of the average of the high and low reported sales prices of the
Registrant's Common Stock on May 2, 2000 and September 8, 2000 on the
Nasdaq SmallCap Market.
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
THE INFORMATION CONTAINED IN THIS PRELIMINARY PROSPECTUS IS NOT
COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL A
REGISTRATION STATEMENT COVERING THE SECURITIES AND FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR
DOES IT SEEK AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE
OFFER OR SALE IS NOT PERMITTED.
- --------------------------------------------------------------------------------
SUBJECT TO COMPLETION, DATED SEPTEMBER 12, 2000
PRELIMINARY PROSPECTUS
1,958,250 SHARES
[LOGO] APPLIED BIOMETRICS
COMMON STOCK
-----------------------
By means of this prospectus, certain shareholders of Applied
Biometrics, Inc. are offering to sell up to 1,958,250 shares of Applied
Biometrics' common stock. These shares include shares that were issued and sold
in private placements as well as shares that are issuable upon exercise of
outstanding warrants.
The prices at which these selling shareholders may sell their shares
will be determined by the prevailing market price for our common stock or in
negotiated transactions. We will not receive any proceeds from their sale of
such shares.
Our common stock is listed on the Nasdaq SmallCap Market and trades
under the symbol "ABIO." On ________________, the closing price of a share of
our common stock on the Nasdaq SmallCap Market was $ ________.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 4.
----------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
-----------------------
THE DATE OF THIS PROSPECTUS IS _________________.
TABLE OF CONTENTS
Page No.
--------
Where You Can Find More Information .......................................3
Forward Looking Statements ................................................4
About Applied Biometrics...................................................4
Risk Factors...............................................................5
Plan of Distribution.......................................................6
Selling Shareholders.......................................................8
Legal Matters..............................................................16
Experts....................................................................16
------------------------------
You may rely only on the information contained in this prospectus. We
have not authorized anyone to provide information different from that contained
in this prospectus. Neither the delivery of this prospectus nor the sale of
common stock means that the information contained in this prospectus is correct
after the date of this prospectus. This prospectus is not an offer to sell or a
solicitation of an offer to buy shares of our common stock in any circumstances
under which the offer or solicitation is unlawful.
2
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the Public Reference Room. Our SEC filings are also available to
the public at the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this prospectus
the information contained in the documents we file with them, which means that
we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of
this prospectus, and later information that we file with the SEC will update and
supersede this information. We are incorporating by reference the following
documents:
(a) our Annual Report on Form 10-K for the year ended December 31,
1999,
(b) our Current Reports on Form 8-K, filed on April 17, 2000 and
August 23, 2000,
(c) our Quarterly Reports on Form 10-Q for the periods ended April
30, 2000 and June 30, 2000, and
(d) the description of our common stock contained in our
registration statement on Form 8-A filed on July 23, 1993 and
amended by a Form 8-A/A filed on July 30, 1993, as well as any
subsequent amendments or reports filed for the purpose of
updating such description.
We are also incorporating by reference 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 until the distribution is completed. Our SEC file number is 0-22146.
You may request a copy of these filings, at no cost, by writing to our
Corporate Secretary at Applied Biometrics, Inc., 501 East Highway 13, Suite 108,
Burnsville, Minnesota 55337 or by telephone at (952) 890-1123.
3
FORWARD LOOKING STATEMENTS
This prospectus contains "forward looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by the use of words such as "expect," "anticipate,"
"plan," "may," "estimate" or other similar expressions. These statements involve
known and unknown risks, uncertainties and other factors which may cause the
actual results to differ materially from any future results, performance or
achievements expressed in or implied by forward looking statements. Factors that
may impact forward-looking statements include, among other things:
* our decision to cease business operations,
* our decision to dispose of all remaining corporate assets and the
uncertainty of obtaining any meaningful value,
* the uncertainty of our continued listing on the Nasdaq SmallCap
market,
* other risk factors discussed in the "Risk Factors" section below in
this prospectus and from time to time in our filings with the
Securities and Exchange Commission.
ABOUT APPLIED BIOMETRICS - RECENT DEVELOPMENTS
We have been in development of advanced medical diagnostic and
monitoring systems, and are currently terminating our operating capabilities and
positioning ourselves for business sale or liquidation.
Applied Biometrics was founded in 1984 to develop and market a cardiac
output monitoring system using an ultrasound probe mounted in an endotrachial
tube. After a number of years of research and development, we decided in 1996 to
focus our efforts on a derivative of this device; a new, intra-operative cardiac
output system using a disposable ultrasound probe applied directly to the
ascending aorta. These efforts resulted in the Basis System, which was in
development through July 2000.
In July 2000, we announced that due to significant technical issues
facing the Basis System that commercialization of the System was unlikely in the
near term. We determined that upon analysis of recent procedures with the Basis
System, two significant issues were identified. The first issue was the System's
ability to work successfully in the event of considerable variability or
turbulence in a patient's blood flow. The second issue involves errors arising
from the positioning of the System's probe during and after the surgical
procedure. Degradation of the probe's attachment or position on the patient's
aorta will introduce data errors in to the System and result in inaccurate
cardiac output. Both of these problems impact the System's performance,
reliability and market potential.
As we researched these technical issues, we took steps to reduce our
operating costs and workforce and accelerate our efforts to find strategic
alternatives. We also discussed the potential sale of the company or technology
with a number of parties without success. Ultimately we determined that the
resolution of our technical challenges and the commercialization of our product
were beyond our current financial resources. Accordingly, we have decided to
terminate business operations and to dispose of our remaining corporate assets.
We are incorporated in Minnesota and have our principal executive
offices at 501 East Highway 13, Suite 108, Burnsville, Minnesota 55337. Our
telephone number is (952) 890-1123.
4
RISK FACTORS
AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK AND SHOULD
BE MADE ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.
INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS AS WELL AS ALL OF
THE OTHER MATTERS SET FORTH ELSEWHERE IN THIS PROSPECTUS.
WE HAVE DECIDED TO CEASE BUSINESS OPERATIONS AND ARE NOT A GOING
CONCERN
We have decided to terminate business operations due to technical
difficulties our sole product, the Basis System, and our limited financial
resources. We have terminated our entire workforce and are in the process of
disposing of all corporate assets, resolving remaining liabilities and
obligations and positioning the company for sale or liquidation. As a result, an
investment in the shares will not allow any ability to profit from future
business or operations as formerly conducted by the company. Although we may
seek to complete a reverse merger of the company with another operation company,
we make no assurance as to our ability to conclude such a transaction or the
business, financial condition or results of operations of any successor entity.
WE HAVE DECIDED TO DISPOSE OF ALL CORPORATE ASSETS AND POSITION THE
COMPANY FOR SALE OR LIQUIDATION AND CANNOT ASSURE YOU THAT ANY MEANINGFUL VALUE
WILL BE ACHIEVED AND BE AVAILABLE FOR DISTRIBUTION
In conjunction with our decision to cease business operations we have
also decided to dispose of our remaining corporate assets. We cannot be certain
that we will be able to obtain any meaningful value from these assets, which
include our intellectual property assets, machinery, equipment and furniture, or
that we will be able to complete any corporate transaction such as a reverse
merger. To date, we have discussed the potential sale of the business and
technology with a number of parties without success. In addition, we will incur
costs to terminate our workforce and settle our remaining contracts, commitments
and obligations. Even though, we are working to positioning the company for
merger or liquidation, we cannot be certain that any meaningful amount will be
available for distribution to shareholders.
OUR COMMON STOCK WILL LIKELY BE DELISTED FROM THE NASDAQ SMALLCAP
MARKET, WHICH WILL ADVERSELY AFFECT THE MARKET FOR SUCH SHARES.
Our common stock is currently traded on the Nasdaq SmallCap Market, and
we are required to meet certain financial criteria for continued listing. We
will not be able to satisfy these criteria, and anticipate that our common stock
will be delisted from the Nasdaq SmallCap Market as a result. Consequently, the
liquidity of our common stock will likely be impaired, not only in the number of
shares which may be bought and sold, but also through delays in the timing of
transactions and reduction in security analysts and news media coverage, if any.
Additionally, federal regulations under the Securities Exchange Act of
1934 regulate the trading of so-called "penny stocks," which are generally
defined as any security not listed on a national securities exchange or the
Nasdaq Stock Market, priced at less than $5.00 per share and offered by an
issuer with limited net tangible assets and revenues. Because our common stock
currently trades below $5.00 per share, delisting from the Nasdaq SmallCap
Market will subject us to the full range of the penny stock rules. Under these
rules, broker-dealers must take certain steps prior to selling a "penny stock,"
including: (i) obtaining financial and investment information from the investor;
(ii) obtaining a written suitability questionnaire and purchase agreement signed
by the investor; and (iii) providing the investor a written identification of
the shares being offered and the quantity of the shares. If these rules are not
5
followed by the broker-dealer, the investor has no obligation to purchase the
shares. The application of the comprehensive penny stock rules will make it more
difficult for broker-dealers, and, consequently, our shareholders, to sell our
common stock in the secondary trading market.
PLAN OF DISTRIBUTION
We are registering the resale of 1,958,250 shares of our common stock
on behalf of certain selling shareholders. All of the shares were issued by us
in connection with private placement financings or are issuable upon exercise of
outstanding warrants. We will not receive any proceeds from this offering.
The selling shareholders named in the table below or pledgees, donees,
transferees or other successors-in-interest selling shares received from a named
selling shareholder as a gift, partnership distribution or other
non-sale-related transfer after the date of this prospectus may sell the shares
from time to time. All of such persons are "selling shareholders" as that term
is used in this prospectus. The selling shareholders will act independently of
Applied Biometrics in making decisions with respect to the timing, manner and
size of each sale.
Sales by the selling shareholders may be made on one or more exchanges
or in the over-the-counter market or otherwise, at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions. The selling shareholders may effect such transactions
by selling the shares to or through broker-dealers. The shares may be sold by
one or more of, or a combination of, the following:
* a block trade in which the broker-dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction,
* purchases by a broker-dealer as principal and resale by such
broker-dealer for its account pursuant to this prospectus,
* an exchange distribution in accordance with the rules of such
exchange,
* ordinary brokerage transactions and transactions in which the broker
solicits purchasers, and
* in privately negotiated transactions.
In addition, any securities covered by this prospectus that qualify for
sale pursuant to Rule 144 promulgated under the Securities Act may be sold under
Rule 144 rather than pursuant to this prospectus.
To the extent required, this prospectus may be amended or supplemented
from time to time in the manner discussed below to describe a specific plan of
distribution. In effecting sales, broker-dealers engaged by the selling
shareholders may arrange for other broker-dealers to participate in the resales.
The selling shareholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or otherwise. In
such transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with selling shareholders. The
selling shareholders also may sell shares short and redeliver the shares to
close out such short positions. The selling shareholders may enter into option
or other transactions with broker-dealers that require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus. The selling shareholders also
may loan or pledge the shares to a broker-dealer. The broker-dealer may sell the
shares so loaned, or on a default the broker-dealer may sell the pledged shares
pursuant to this prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling shareholders. Broker-dealers
or agents may also receive compensation from the purchasers of the shares for
whom they act as agents or to whom they sell as principals, or both.
6
Compensation as to a particular broker-dealer might be in excess of customary
commissions and will be in amounts to be negotiated in connection with the sale.
Broker-dealers or agents and any other participating broker-dealers or the
selling shareholders may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act in connection with sales of the shares.
Accordingly, any such commission, discount or concession received by them and
any profit on the resale of the shares purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act. The selling
shareholders have advised Applied Biometrics that they have not entered into any
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their securities. There is no underwriter
or coordinating broker acting in connection with the proposed sale of shares by
selling shareholders.
The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Securities Exchange
Act of 1934, as amended, any person engaged in the distribution of the shares
may not simultaneously engage in market making activities with respect to our
common stock for a period of two business days prior to the commencement of such
distribution. In addition, each selling shareholder will be subject to
applicable provisions of the Exchange Act and the associated rules and
regulations under the Exchange Act, including Regulation M, which provisions may
limit the timing of purchases and sales of shares of our common stock by the
selling shareholders. Because selling shareholders may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, the
selling shareholders will be subject to the prospectus delivery requirements of
the Securities Act. We will make copies of this prospectus available to the
selling shareholders and have informed them of the need for delivery of copies
of this prospectus to purchasers at or prior to the time of any sale of the
shares.
We will file a supplement to this prospectus, if required, pursuant to
Rule 424(b) under the Securities Act upon being notified by a selling
shareholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or
dealer. Such supplement will disclose:
* the name of each such selling shareholder and of the participating
broker-dealer(s),
* the number of shares involved,
* the price at which such shares were sold,
* the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable,
* that such broker-dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference in this
prospectus, and
* other facts material to the transaction.
In addition, upon being notified by a selling shareholder that a donee,
pledgee, transferee or other successor-in-interest intends to sell more than 500
shares, we will file a supplement to this prospectus.
We will bear all costs, expenses and fees in connection with the
registration of the shares. The selling shareholders will bear all commissions
and discounts, if any, attributable to the sales of the shares. The selling
shareholders may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act.
7
SELLING SHAREHOLDERS
The following table sets forth information regarding the shares offered
and the beneficial ownership of common stock by the selling shareholders as of
April 30, 2000. Information is also provided with respect to any position,
office or material relationship that a selling shareholder has had with Applied
Biometrics within the past three years. Except as described in the footnotes
below, the selling shareholders possess sole voting and investment power with
respect to the shares shown. The shares offered by this prospectus may be
offered from time to time by the selling shareholders named below.
SHARES BENEFICIALLY OWNED
SHARES NUMBER OF AFTER COMPLETION OF THE
BENEFICIALLY SHARES OFFERING(1),(2)
OWNED PRIOR TO BEING
NAME OF SELLING SHAREHOLDER THE OFFERING(1) OFFERED NUMBER % OF CLASS(3)
Miller, Johnson & Kuehn, Inc.(4)
5500 Wayzata Boulevard, Suite 800
Minneapolis, MN 55416.............................. 25,575(5) 25,575 -- *
Miller, Johnson & Kuehn, Inc.(4) Investment Pool
5500 Wayzata Boulevard, Suite 800
Minneapolis, MN 55416.............................. 5,000(6) 5,000 -- *
David B. Johnson(7)
c/o Miller, Johnson & Kuehn, Inc.
5500 Wayzata Blvd., Suite 800
Minneapolis, MN 55416.............................. 618,320(8) 52,802 412,300 7.0%
- ------------------------
* Less Than 1%
(1) Based upon questionnaires received from the selling shareholder, or their
representative, in connection with the preparation of a registration
statement on Form S-3, of which this prospectus is a part.
(2) This assumes all shares being offered and registered hereunder are sold,
although the selling shareholders are not required to sell any shares.
(3) Based upon 5,881,504 shares of common stock outstanding as of April 30,
2000.
(4) Miller, Johnson & Kuehn, Incorporated ("MJK") acts as the principal market
maker for our common stock and we maintain an investment banking
relationship with the firm. During 1999 and 2000, we engaged MJK as our
agent in connection with three private placements totaling 932,500 shares,
and 525,000 warrants to purchase shares, of common stock. In consideration
of MJK's services, we paid MJK selling commissions of $292,875, equal to
10% of the aggregate price of the securities sold by MJK in the private
placements, and issued MJK warrants to purchase 93,250 shares of common
stock. We also reimbursed MJK for certain expenses and its legal fees in
connection with the placements. From time to time we may enter into similar
arrangements with MJK regarding private placements, securities offerings or
other investment banking activities.
(5) Amount includes warrants to purchase 25,575 shares that are exercisable
within sixty days.
(6) Amount includes warrants to purchase 5,000 shares that are exercisable
within sixty days.
(7) David B. Johnson is a principal shareholder in the firm of Miller, Johnson
& Kuehn, Incorporated. Subsequent to the closing of the private placements
discussed above in Footnote No. 4, MJK transferred 19,469 of the warrants
it received in the private placements to Mr. Johnson.
(8) Amount includes 294,950 shares beneficially owned by Mr. Johnson's wife,
250 shares beneficially owned by his son, the shares owned by the David B.
Johnson Family Foundation, and warrants to purchase 19,469 shares that are
exercisable within sixty days. Mr. Johnson has sole voting and dispositive
power with respect to 141,102 shares and shares voting and dispositive
power with respect to 477,218 shares.
8
David B. Johnson(7) Family Foundation
5500 Wayzata Blvd., Suite 800
Minneapolis, MN 55416.............................. 182,018(9) 153,218 28,800 *
Paul R. Kuehn(10)
c/o Miller, Johnson & Kuehn, Inc.
5500 Wayzata Blvd., Suite 800
Minneapolis, MN 55416.............................. 94,469(11) 19,469 75,000 1.3%
Eldon C. Miller(12)
c/o Miller, Johnson & Kuehn, Inc.
5500 Wayzata Blvd., Suite 800
Minneapolis, MN 55416.............................. 80,206(13) 5,206 75,000 1.3%
Stanley D. Rahm(14)
c/o Miller, Johnson & Kuehn, Inc.
5500 Wayzata Blvd., Suite 800
Minneapolis, MN 55416.............................. 81,556(15) 7,506 74,050 1.3%
Joseph D. Leach(16)
c/o Miller, Johnson & Kuehn, Inc.
5500 Wayzata Blvd., Suite 800
Minneapolis, MN 55416.............................. 11,025(17) 11,025 -- *
Aaron Boxer Revocable Trust
Aaron Boxer Trustee u/a dtd 8/1/89
7287 Sidonia Court
Boca Raton, FL 33433-6932.......................... 609,333(18) 179,333 430,333 7.2%
- ------------------------
* Less Than 1%
(9) Amount includes warrants to purchase 76,609 shares that are exercisable
within sixty days.
(10) Paul R. Kuehn is a principal shareholder in the firm of Miller, Johnson &
Kuehn, Incorporated. Subsequent to the closing of the private placements
discussed above in Footnote No. 4, MJK transferred 19,469 of the warrants
it received in the private placements to Mr. Kuehn.
(11) Amount includes warrants to purchase 19,469 shares that are exercisable
within sixty days.
(12) Eldon C. Miller is a principal shareholder in the firm of Miller, Johnson &
Kuehn, Incorporated. Subsequent to the closing of the private placements
discussed above in Footnote No. 4, MJK transferred 5,206 of the warrants it
received in the private placements to Mr. Miller.
(13) Amount includes warrants to purchase 5,206 shares that are exercisable
within sixty days.
(14) Stanley D. Rahm is a principal shareholder in the firm of Miller, Johnson &
Kuehn, Incorporated. Subsequent to the closing of the private placements
discussed above in Footnote No. 4, MJK transferred 7,506 of the warrants it
received in those private placements to Mr. Rahm.
(15) Amount includes warrants to purchase 7,506 shares that are exercisable
within sixty days.
(16) Joseph D. Leach is an associate in the firm of Miller, Johnson & Kuehn,
Incorporated. Subsequent to the closing of the private placements discussed
above in Footnote No. 4, MJK transferred 11,025 of the warrants it received
in those private placements to Mr. Leach.
(17) Amount includes warrants to purchase 11,025 shares that are exercisable
within sixty days.
(18) Amount includes warrants to purchase 73,000 shares that are exercisable
within sixty days.
9
Andrew M. Weiss(19)
4515 Moorland Avenue
Edina, MN 55424.................................... 347,668(20) 4,500 343,168(21) 5.5%
Camille M. Meyer(22)
615 Fairview Avenue S.
St. Paul, MN 55116................................. 57,420(23) 3,000 54,420(24) *
Demetre M. Nicoloff(25)
1492 Hunter Rd.
Wayzata, MN 55391.................................. 112,500(26) 15,000 97,500(27) 1.6%
Norman Dann(28) Trustee
Of the Norman Dann Revocable dtd 12/3/90
5285 Howards Pt. Rd.
Shorewood, MN 55331................................ 35,000(29) 5,000 30,000(29) *
Exingent Investments L.P.
Jeffrey Green(30) G.P. or Mary Celeste
4700 S. Cliff Ave., #203
Sioux Falls, SD 57103.............................. 40,000 5,000 35,000 *
Elizabeth Kempen(31)
1271 Choke Cherry Rd.
Lino Lakes, MN 55038............................... 41,000(32) 500 40,500(32) *
Joshua Baltzell(33)
4608 Chowen Ave. S.
Minneapolis, MN 55410.............................. 40,100(34) 2,500 37,600(34) *
Vic Fabano(35)
2904 S. Chowen Ave.
Minneapolis, MN 55416.............................. 41,000(32) 500 40,500(32) *
- ------------------------
* Less Than 1%
(19) Andrew M. Weiss is the President, Chief Executive Officer and a director of
Applied Biometrics.
(20) Amount includes options to purchase 343,168 shares, and warrants to
purchase 1,000 shares, that are exercisable within sixty days.
(21) Amount includes options to purchase 343,168 shares that are exercisable
within sixty days.
(22) Camille M. Meyer is the Vice President, Finance, Chief Financial Officer
and Secretary of Applied Biometrics.
(23) Amount includes options to purchase 54,420 shares, and warrants to purchase
1,000 shares, that are exercisable within sixty days.
(24) Amount includes options to purchase 54,420 shares that are exercisable
within sixty days.
(25) Dr. Demetre M. Nicoloff is a director of Applied Biometrics.
(26) Amount includes options to purchase 40,000 shares, and warrants to purchase
5,000 shares, that are exercisable within sixty days.
(27) Amount includes options purchase 40,000 shares that are exercisable within
sixty days.
(28) Norman Dann is a director of Applied Biometrics.
(29) Amount includes options to purchase 20,000 shares that are exercisable
within sixty days.
(30) Jeffrey Green is a director of Applied Biometrics.
(31) Elizabeth Kempen is the Vice President, Quality, Regulatory and Clinical
Affairs of Applied Biometrics.
(32) Amount includes options to purchase 40,500 shares that are exercisable
within sixty days.
(33) Joshua Baltzell is the Vice President, Sales and Marketing of Applied
Biometrics.
(34) Amount includes options to purchase 37,600 shares that are exercisable
within sixty days.
(35) Vic Fabano is the Vice President, Operations of Applied Biometrics.
10
Steven R. Wedan(36)
14547 Alabama Ave. S.
Savage, MN 55378................................... 74,000(37) 3,000 71,000(37) 1.2%
Bruce A. Machmeier(38) & Andrea M. Machmeier
Jt/Ten
5500 Brookview Avenue
Edina, MN 55424.................................... 6,000(39) 6,000 -- *
Pyramid Trading Ltd Partnership
440 South LaSalle, Suite 700
Chicago, IL 60605.................................. 215,400(40) 215,400 -- *
Sol Menche & Rochelle Menche Jt/Ten
241 Viola Rd.
Monsey, NY 10952................................... 153,846(41) 153,846 -- *
Jeffrey D. Rahm(42) & Susan D. Rahm Jt/Ten
16810 45th Avenue N.
Plymouth, MN 55446................................. 25,385(43) 22,884 2,501 *
Kyle Mansfield
Mansfield & Foley
1108 Nicollet Mall, Suite 200
Minneapolis, MN 55403.............................. 15,384(43) 15,384 -- *
John A. Altmann
12486 65th Avenue N.
Chippewa Falls, WI 54729........................... 20,384(43) 20,384 -- *
John J. Altmann Sr.
701 West Haven Road
Chippewa Falls, WI 54729........................... 15,384(43) 15,384 -- *
Paul Forsberg
932 Nine Mile Cove
Hopkins, MN 55343.................................. 300,000(44) 300,000 -- *
Mark W. & Cindee N. Anderson JTWROS
Rt. 3, Box 2455
Aitkin, MN 56431................................... 12,000 10,000 2,000 *
Arnold Zousmer
P.O. Box 9906
Rancho Santa Fe, CA 92087.......................... 17,500 10,000 7,500 *
- ------------------------
* Less Than 1%
(36) Steve Wedan is the former Vice President, Engineering and Chief Technology
Officer of Applied Biometrics.
(37) Amount includes options to purchase 71,000 shares that are exercisable
within sixty days.
(38) Bruce A. Machmeier, Esq. is a partner with the firm of Oppenheimer Wolff &
Donnelly LLP, Applied Biometrics' legal counsel.
(39) Amount includes warrants to purchase 3,000 shares that are exercisable
within sixty days.
(40) Amount includes warrants to purchase 107,700 shares that are exercisable
within sixty days.
(41) Amount includes warrants to purchase 76,923 shares that are exercisable
within sixty days.
(42) Jeffrey D. Rahm is an associate in the firm of Miller, Johnson and Kuehn,
Incorporated.
(43) Amount includes warrants to purchase 7,692 shares that are exercisable
within sixty days.
(44) Amount includes warrants to purchase 150,000 shares that are exercisable
within sixty days.
11
L.B. Eickhoff Revocable Trust
L.B. Eickhoff Trustee
716 Nevada Avenue
Adrian, MN 56110................................... 22,000 10,000 12,000 *
Delano R. Nelson
11801 Lockridge Avenue South
Hastings, MN 55033-8406............................ 20,000 10,000 10,000 *
Daniel & Christina Y. Wong JTWROS
7055 Bret Harte Dr.
San Jose, CA 95120................................. 18,000 10,000 8,000 *
XPER International, Ltd.
10198 E. Horizon Drive
Scottsdale, AZ 85262............................... 15,000 15,000 -- *
John V. McLaughlin
1214 Horizon Drive
Marshall, MN 56258................................. 19,900 10,000 9,900 *
Timothy J. & Laurie J. McCoy JTWROS
6627 Pinnacle Drive
Eden Prairie, MN 55346............................. 10,000 10,000 -- *
Weiss Family Trust DTD 6/2/92
Howard R. Weiss, Trustee
8355 Lakeside Drive
Reno, NV 89511..................................... 20,000 10,000 10,000 *
Oscar E. Swanky
11811 N. Tatum Blvd., Suite 4050
Phoenix, AZ 85028.................................. 25,000 10,000 15,000 *
Gerome G. Henkemeyer
2613 Meadowrose Blvd.
St. Cloud, MN 56301................................ 30,000 10,000 20,000 *
Thomas E. Miller
6921 York Ave. S.
Minneapolis, MN 55435.............................. 10,000 10,000 -- *
W. Mathew Juechter
24350 N. Whispering Ridge Way
Scottsdale, AZ 85255............................... 50,000 20,000 30,000 *
R.L. Williamson & R.A. Williamson JTWROS
10087 E. Graythorn
Scottsdale, AZ 85262............................... 10,000 10,000 -- *
Lewis D. & Paula M. Yarborough JTWROS
10087 E. Graythorn
Scottsdale, AZ 85262............................... 10,000 10,000 -- *
Gordon J. Bailey Revocable Trust
Gordon J. Bailey Trustee
1033 Century Ave.
Newport, MN 55055.................................. 14,000 10,000 4,000 *
* Less Than 1%
12
Harley Younggren
P.O. Box 309
Hallock, MN 56728.................................. 11,000 10,000 1,000 *
Dick Downs
400 Armstrong Blvd. N.
St. James, MN 56081................................ 20,000 10,000 10,000 *
Raymond G. Ostrom
9653 16th Ave. S.
Bloomington, MN 55425.............................. 13,000 10,000 3,000 *
Donald J. Daniel
12133 Bluebird Circle
Coon Rapids, MN 55448.............................. 12,000 10,000 2,000 *
Robert J. Dondelinger
Trinity Park Rd.
Thief River Falls, MN 56701........................ 20,000 10,000 10,000 *
James C. Klouda
6911 Webster
Downers Grove, IL 60516............................ 10,000 10,000 -- *
Thomas Mayberry
119 S. 7th St.
St. James, MN 56081................................ 17,000 10,000 7,000 *
Alice W. Juhl Living Trust
Alice W. Juhl, Trustee
104 Glen Oaks Drive
New London, MN 56273............................... 11,000 10,000 1,000 *
Dan Rathka
3210 W. Brocker
Metamora, MI 48455................................. 20,000 10,000 10,000 *
Southwest Securities Inc. TTEE FBO
Patrick A. Fleming IRA
2810 IDS Center
80 South 8th Street
Minneapolis, MN 55402.............................. 40,000 10,000 30,000 *
Maurice J. Gallagher
3291 N. Buffalo Dr., Suite B
Las Vegas, NV 89129................................ 36,000 16,000 20,000 *
Raymond A. Rathka
31 Fisher Road
Grosse Pointe, MI 48230............................ 114,966 40,000 74,966 1.3%
* Less Than 1%
13
David E. Meillier
P.O. Box 446
806 SW 2nd Street
Faribault, MN 55021................................ 18,500 10,000 8,500 *
Arnell Business Forms, Inc.
Money Pension Plan & Trust u/a/dtd 1/1/80
Alex J. Schraw, Trustee
Thomas E. Peterka, Trustee
255 E. Roselawn Ave. #39
St. Paul, MN 55117................................. 20,500 10,000 10,500 *
Lorraine A. Trotter Trust
Sally Jo Ohliger, Trustee
800 8th St.
Granite Falls, MN 56241............................ 10,000 10,000 -- *
Hayden R. & LaDonna M. Fleming
Revocable Trust
Hayden R. Fleming(45), Trustee
17797 N. Perimeter Drive, Suite 105
Scottsdale, AZ 85255............................... 62,000 10,000 52,000 *
Southwest Securities, Inc. TTEE FBO
LaDonna Fleming IRA
80 S. 8th Street
2810 IDS Center
Minneapolis, MN 55402.............................. 11,500 6,500 5,000 *
Emmerson Enterprises, Inc.
Profit Sharing Trust
Craig Emmerson, Trustee
11811 N. Tatum Blvd., #4050
Phoenix, AZ 85028.................................. 12,000 10,000 2,000 *
Eldon V. Danenhauer
P.O. Box 454
1398 Beard Creek Trail
Edwards, CO 81632.................................. 11,700 11,700 -- *
JTW Family Limited Partnership
Joseph H. Wang, General Partner
P.O. Box 550
Willmar, MN 56201.................................. 10,500 10,000 500 *
- ------------------------
* Less Than 1%
(45) Hayden R. Fleming is a principal shareholder of Fleming Securities. In
1999, we engaged Fleming Securities as our agent in connection with the
private placement of 407,500 shares of common stock. In consideration of
Fleming Securities' services, we paid selling commissions of $122,250,
equal to 10% of the aggregate price of the securities sold by Fleming
Securities in the private placement. We also reimbursed them for certain
expenses and their legal fees in connection with the placement. From time
to time we may enter into similar arrangements with Fleming Securities
regarding private placements, securities offerings or other investment
banking activities.
14
Norma Van Ryswyk
7117 Maple Drive
P.O. Box 3717
Des Moines, IA 50322............................... 10,000 5,000 5,000 *
David E. Riviere
31-13 Quail Ridge Drive
Plainsboro, NJ 08536............................... 6,500 5,000 1,500 *
Eugene A. Anderson Revocable Trust
Eugene A. & Grace Anderson TTEES
u/a/dtd 10/26/95
Rt. 2 Box 110
Montross, SD 57048................................. 10,000 5,000 5,000 *
Steven Oberg
18815 27th Ave. N.
Plymouth, MN 55447-1516............................ 2,750 2,500 250 *
Donald C. Kettner Revocable Trust
Donald C. Kettner TTEE dtd 5/30/90
1797 Tipton Circle NW Ste. 109
Elk River, MN 55330................................ 20,000 10,000 10,000 *
Kenneth G. Benson
C/O Benson-Orth Assoc., Inc.
14001 Rigdedale Dr. Ste. 320
Minnetonka, MN 55305............................... 7,500 5,000 2,500 *
Theodore C. & Judith S. Frank JT Ten.
6633 Cherokee Trail W.
Eden Prairie, MN 55344............................. 26,250 26,250 -- *
Robert W. Clark Self-Declared Trust
Robert W. Clark TTEE u/a dtd 11/12/90
315 Woodland Rd.
Lake Bluff, IL 60044............................... 30,000 10,000 20,000 *
Gerald Gutowski Living Trust
Gerald Gutowski TTEE dtd 4/4/94
7472 Galloway Ct.
Indianapolis, IN 46250............................. 10,000 10,000 -- *
Ebner Trust
William B. Ebner & Joan M. Ebner, Trustees
u/a/dtd 1/26/93
1109 Poplar
Cameron, WI 54822.................................. 10,000 5,000 5,000 *
Thomas Tsatsos IRA
First Trust Nat'l Assoc. TTEE
7400 Edinborough Way, Apt. 5310
Edina, MN 55435.................................... 7,000 5,000 2,000 *
* Less Than 1%
15
Ardell Baskerville Revocable Trust
Ardell Baskerville & Theodore C. Frank TTEES
dtd 3/14/91
6633 W. Shore Drive
Edina, MN 55435.................................... 27,085 27,085 -- *
First Bank N.A. TTEE FBO
John Albers Trust
John R. Albers
3825 Gillon Ave.
Dallas, TX 75205................................... 110,019 66,666 43,353 *
John O. Hanson
14116 Frontier Lane
Burnsville, MN 55337............................... 37,500 37,500 -- *
William O. Naegele
4300 Baker Rd.
Minnetonka, MN 55343............................... 10,000 10,000 -- *
Stephen G. Loe SEP/IRA
First Trust N.A. TTEE
4300 Baker Rd., #4 Watertown Place
Minnetonka, MN 55343............................... 10,000 10,000 -- *
Richard P. Confer IRA
First Trust N.A. TTEE
424 N. Riverfront Ste. 200
Mankato, MN 56001.................................. 10,000 10,000 -- *
Carol C. Greenwald & Dan L. Greenwald
RR 6 Box 47
Mankato, MN 56001-9203............................. 10,000 10,000 -- *
Jubran & Pauline Hoche JTE
7282 Sidonia Court
Boca Raton, FL 33433............................... 33,333 33,333 -- *
John H. Jungbauer
12122 Everton Ave. N.
White Bear Lake, MN 55110.......................... 10,000 10,000 -- *
---------
1,958,250
=========
* Less Than 1%
LEGAL MATTERS
Certain legal matters regarding the validity of the shares of common
stock offered hereby will be passed upon by Oppenheimer Wolff & Donnelly LLP. As
noted above, Bruce A. Machmeier is one of the selling shareholders and a partner
with the firm of Oppenheimer Wolff & Donnelly LLP.
EXPERTS
Our financial statements, which are included in our Annual Report on
Form 10-K for the year ended December 31, 1999, and incorporated by reference in
this prospectus and the related registration statement have been audited by
Ernst & Young LLP, independent auditors, as of and for the year ended
16
December 31, 1999, and by PricewaterhouseCoopers LLP, independent accountants,
as of and for the year ended December 31, 1998. Our financial statements are
incorporated by reference in reliance on the reports of Ernst & Young LLP and
PricewaterhouseCoopers LLP, given on their authority as experts in accounting
and auditing. The report of Ernst & Young LLP, as of and for the year ended
December 31, 1999, contains an explanatory paragraph describing conditions that
raise substantial doubt about our ability to continue as a going concern as
described in Note 2 to the financial statements included in our Annual Report on
Form 10-K. Audited financial statements included in subsequently filed documents
will be incorporated by reference in this prospectus and the related
registration statement in reliance upon the reports of Ernst & Young LLP
pertaining to such financial statements (to the extent covered by consents filed
with the Securities and Exchange Commission), given on their authority as
experts in accounting and auditing.
17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The table below sets forth the estimated expenses (except the SEC
registration fee, which is an actual expense) in connection with the offer and
sale of the shares of common stock covered by this Registration Statement. None
of these expenses will be borne by the selling shareholders.
Registration fee..................................... $ 967
Blue sky fees........................................ 2,000
Legal fees and expenses.............................. 5,000
Accounting fees and expenses......................... 6,000
Miscellaneous........................................ 1,000
---------
Total....................................... $ 14,967
=========
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit Description of Exhibit
- ------- ----------------------
4.1 Restated Articles of Incorporation of Applied Biometrics, as
amended (incorporated by reference to Exhibit 3.1 to Applied
Biometrics' Annual Report on Form 10-K for the year ended December
31, 1999 (File No. 0-22146)).
4.2 Bylaws of Applied Biometrics (incorporated by reference to Exhibit
3.2 to Applied Biometrics' Registration Statement on Form SB-2
(File No. 33-63754C)).
4.3 Form of Common Stock Certificate of Applied Biometrics
(incorporated by reference to Exhibit 4.1 to Applied Biometrics'
Registration Statement on Form SB-2 (File No. 33-63754C)).
5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly LLP (filed
herewith electronically).
23.1 Consent of Oppenheimer Wolff & Donnelly LLP (included in Exhibit
5.1).
23.2 Consent of Ernst & Young LLP (filed herewith electronically).
23.3 Consent of PricewaterhouseCoopers LLP (filed herewith
electronically).
24.1 Power of Attorney (included on page II-2 of this Registration
Statement). *
- ------------------------------------
* Indicates item previously filed.
II-1
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
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 the City of Burnsville, State of Minnesota.
Dated: September 12, 2000 APPLIED BIOMETRICS, INC.
By: /s/ Andrew M. Weiss
-------------------------------------
Andrew M. Weiss
President and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons on September 6, 2000 in the
capacities and on the dates indicated.
Signature Title
- --------- -----
/s/ Andrew M. Weiss President and Chief Executive Officer (Principal
- ---------------------------- Executive Officer) and Director
Andrew M. Weiss
/s/ Camille M. Meyer Vice President of Finance and Chief Financial
- ---------------------------- Officer (Principal Financial and Accounting
Camille M. Meyer Officer)
*
- ----------------------------
Norman Dann Director
*
- ----------------------------
Jeffrey Green Director
*
- ----------------------------
Demetre Nicoloff, M.D., PhD. Director
- ------------
* /s/ Andrew M. Weiss
------------------------
Andrew M. Weiss
Attorney-in-fact
and
/s/ Camille M. Meyer
------------------------
Camille M. Meyer
Attorney-in-fact
II-2
EXHIBIT INDEX
Item No. Description Method of Filing
- -------- ----------- ----------------
4.1 Restated Articles of Incorporation of
Applied Biometrics, as amended.......... Incorporated by reference to
Exhibit 3.1 to Applied
Biometrics' Annual Report on
Form 10-K for the year ended
December 31, 1999 (File No.
0-22146).
4.2 Bylaws of Applied Biometrics............ Incorporated by reference to
Exhibit 3.2 to Applied
Biometrics' Registration
Statement on Form SB-2 (File
No. 33-63754C).
4.3 Form of Common Stock Certificate of
Applied Biometrics...................... Incorporated by reference to
Exhibit 4.1 to Applied
Biometrics' Registration
Statement on Form SB-2 (File
No. 33-63754C).
5.1 Opinion and Consent of Oppenheimer
Wolff & Donnelly LLP.................... Filed herewith
electronically.
23.1 Consent of Oppenheimer Wolff &
Donnelly LLP ........................... Included in Exhibit 5.1.
23.2 Consent of Ernst & Young LLP ........... Filed herewith
electronically.
23.3 Consent of PricewaterhouseCoopers LLP... Filed herewith
electronically.
24.1 Power of Attorney....................... Included on page II-2 of
this Registration
Statement.*
- ------------------------------------
* Indicates item previously filed.