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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 10, 1996
REGISTRATION NO.
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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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EXIDE ELECTRONICS GROUP, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 22-2231834
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
8609 SIX FORKS ROAD
RALEIGH, NORTH CAROLINA 27615
(919) 872-3020
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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NICHOLAS J. COSTANZA, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
EXIDE ELECTRONICS GROUP, INC.
8609 SIX FORKS ROAD, RALEIGH, NORTH CAROLINA 27615
(919) 872-3020
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
BRAD S. MARKOFF, ESQ. KIRK A. DAVENPORT
SMITH HELMS MULLISS & MOORE, L.L.P. LATHAM & WATKINS
2800 TWO HANNOVER SQUARE, RALEIGH, NORTH CAROLINA 885 THIRD AVENUE, SUITE 1000, NEW YORK, NEW YORK
27601 10022
(919) 755-8700 (212) 906-1200
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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, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. / /
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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. / /
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF AMOUNT TO BE EXERCISE PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER WARRANT EXERCISE PRICE REGISTRATION FEE
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Warrants, each to purchase 5.15 shares
of Common Stock, $.01 par value per
share................................. 125,000 $13.475(1) $8,674,531 $2,992
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Common Stock, $.01 par value per
share................................. 643,750(2) -- -- (3)
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(1) Calculated pursuant to Rule 457(g).
(2) Subject to adjustment pursuant to anti-dilution provisions.
(3) Pursuant to Rule 457(g), no separate registration fee is required for the
securities to be issued upon the exercise of the Warrants.
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 OR DATES AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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[EXIDE
PROSPECTUS ELECTRONICS
EXIDE ELECTRONICS GROUP, INC. LOGO]
125,000 WARRANTS TO PURCHASE AN AGGREGATE OF 643,750 SHARES OF COMMON STOCK
AND 643,750 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANTS
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This Prospectus is being used in connection with the offering from time to
time by certain holders (the "Selling Securityholders") of warrants (the
"Warrants") each to purchase 5.15 shares of common stock, $.01 par value per
share (the "Common Stock"), of Exide Electronics Group, Inc., a Delaware
corporation (together with its subsidiaries, the "Company"), at an exercise
price of $13.475 per share (subject as to both the number of shares and the
exercise price to anti-dilution provisions), and the shares of Common Stock
issuable upon exercise of the Warrants (the "Warrant Shares"). This Prospectus
may also be used by the Company in connection with the issuance from time to
time of the Warrant Shares. The Warrants may be exercised at any time prior to
5:00 p.m., New York City time, on March 15, 2006, the date on which they expire.
The Warrants and the Warrant Shares may be offered by the Selling
Securityholders in transactions in the over-the-counter-market at prices
obtainable at the time of sale or in privately negotiated transactions at prices
determined by negotiation. The Selling Securityholders may effect such
transactions by selling the Warrants or the Warrant Shares to or through
securities broker-dealers, and such broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the Selling
Securityholders and/or the purchasers of the Warrants or the Warrant Shares for
whom such broker-dealers may act as agent or to whom they sell as principal, or
both (which compensation as to a particular broker-dealers may act as agent or
to whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). Additionally, agents
or dealers may acquire Warrants, Warrant Shares or interests therein as pledgees
and may, from time to time, effect distributions of the Warrants, Warrant Shares
or interests in such capacity. See "The Selling Securityholders" and "Plan of
Distribution." The Selling Securityholders, the brokers and dealers through whom
sales of the Warrants or Warrant Shares are made and any agent or dealer who
distributes Warrants or Warrant Shares acquired as pledgee may be deemed
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), and any profits realized by them on the sale of the Warrants
or Warrant Shares may be considered to be underwriting compensation.
The Company will receive proceeds from the exercise of the Warrants. Except
for the sale of the Warrant Shares upon exercise of the Warrants, the Company is
not selling any of the Warrants or Warrant Shares and will not receive any of
the proceeds from the sale of the Warrants or Warrant Shares being sold by the
Selling Securityholders. The cost of registering the Warrants and the Warrant
Shares is being borne by the Company.
On July 9, 1996, the closing price for the Common Stock as quoted on the
National Association of Securities Dealers, Inc. Automated Quotation System
National Market ("Nasdaq National Market"), under the symbol "XUPS," was $9 1/2
per share. The Company has not and does not intend to apply for the listing of
the Warrants on any securities exchange or for quotation through the Nasdaq
National Market.
PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY MATTERS
DISCUSSED UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 3.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING
SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
THE DATE OF THIS PROSPECTUS IS , 1996.
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AVAILABLE INFORMATION
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act with respect to the securities offered hereby. As
permitted by the rules and regulations of the Commission, this Prospectus omits
certain information, exhibits and undertakings contained in the Registration
Statement. For further information with respect to the Company and the
securities offered hereby, reference is made to the Registration Statement,
including the exhibits thereto and the financial statements, notes and schedules
filed as a part thereof. The Company is subject to the periodic reporting and
other informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and, in accordance therewith, files reports, proxy
statements, information statements and other information ("SEC Reports") with
the Commission. Such SEC Reports may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 7
World Trade Center, 13th Floor, New York, New York 10048. Copies of such
material may be obtained by mail from the public reference branch of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Common Stock is listed on the Nasdaq National Market under the symbol
"XUPS." SEC Reports and other information concerning the Company can also be
inspected at the Nasdaq National Market at 1735 17th Street, N.W., Washington,
D.C. 20006-1506.
Statements contained in this Prospectus as to the contents of any contract
or other document are not necessarily complete, and reference is made to the
copy of such contract or other document filed as an exhibit to the Registration
Statement of which this Prospectus forms a part, each such statement being
qualified in all respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents or information have been filed by the Company with
the Commission and are incorporated herein by reference:
The Company's Annual Report on Form 10-K for the year ended September
30, 1995.
The Company's Current Report on Form 8-K filed with the Commission on
October 20, 1995.
The Company's Current Report on Form 8-K filed with the Commission on
December 22, 1995.
The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1995.
The Company's Current Report on Form 8-K filed with the Commission on
February 21, 1996.
The Company's Current Report on Form 8-K/A filed with the Commission
on March 22, 1996.
The Company's Current Report on Form 8-K filed with the Commission on
March 27, 1996.
The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996.
The Company's Current Report on Form 8-K/A filed with the Commission
on July 9, 1996.
The Company's Current Report on Form 8-K/A filed with the Commission
on July 9, 1996.
The description of the Common Stock of the Company included in the
Company's Registration Statement on Form 8-A filed pursuant to Section
12(g) of the Exchange Act. (File No. 0-18106).
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of the offering covered by
this Prospectus will be deemed incorporated by reference into this Prospectus
and a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON REQUEST
DIRECTED TO THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT 8609 SIX FORKS ROAD,
RALEIGH, NORTH CAROLINA 27615 (TELEPHONE NUMBER: (919) 872-3020).
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RISK FACTORS
In evaluating an investment in the Warrants or Warrant Shares, prospective
investors should consider carefully the following factors in addition to the
other information presented in this Prospectus. This Prospectus contains
forward-looking statements. Actual results may differ significantly from those
projected in the forward-looking statements. Factors that might cause such a
difference include, but are not limited to, those discussed below.
LEVERAGE
The Company incurred substantial indebtedness in connection with its
acquisition (the "Deltec Acquisition") of Deltec Power Systems, Inc. and its
subsidiaries (collectively, "Deltec"), which closed on March 13, 1996, and, as a
result, is highly leveraged. As of December 31, 1995, after giving pro forma
effect to: (i) the Deltec Acquisition, (ii) the conversion of the Company's
8.375% convertible subordinated notes into Common Stock (which occurred on
October 23, 1995), (iii) the $175 million credit facility on which the Company
closed on March 13, 1996 (the "New Credit Facility"), and (iv) the Company's
sale (the "Offering") of $125.0 million of units comprised of senior
subordinated notes (the "Notes") and the Warrants, the proceeds of which were
used to finance part of the Deltec Acquisition ((i) through (iv) being referred
to herein collectively as the "Transactions"), the Company would have had total
indebtedness of $263.6 million, preferred stock of $18.0 million and common
shareholders' equity of $101.9 million and a ratio of earnings to fixed charges
for the last twelve months ("LTM") ended December 31, 1995, of 1.1 to 1 and for
the three months ended December 31, 1995, of 1.4 to 1. While pro forma earnings,
as adjusted to eliminate non-cash fixed charges of depreciation and
amortization, would have exceeded fixed charges by $19.4 million for the year
ended September 30, 1995 and by $3.3 million for the three months ended December
31, 1994, pro forma earnings, after deducting depreciation and amortization,
were inadequate to cover fixed charges by $9.5 million for the year ended
September 30, 1995 and $9.9 million for the three months ended December 31,
1994. Pro forma interest expense for the LTM ended December 31, 1995 would have
been $26.7 million. The Company may incur additional indebtedness in the future,
subject to limitations imposed by the indenture pursuant to which the Notes were
issued (the "Indenture") and the New Credit Facility.
The Company's ability to make scheduled payments of principal of, or to pay
interest on, or to refinance its indebtedness (including the Notes) depends on
its future performance, which, to a certain extent, is subject to general
economic, financial, competitive, legislative, regulatory and other factors
beyond its control. Based upon the current level of operations and anticipated
growth, the Company believes that cash flow from operations, together with
available borrowings under the New Credit Facility and other sources of
liquidity, will be adequate to meet the Company's anticipated future
requirements for working capital, capital expenditures and scheduled payments of
principal of and interest on its indebtedness, including the Notes. There can be
no assurance, however, that the Company's business will generate sufficient cash
flow from operations or that future working capital borrowings will be available
in an amount sufficient to enable the Company to service its indebtedness,
including the Notes, or make necessary capital expenditures.
The degree to which the Company is leveraged could have important
consequences to holders of the Company's securities, including, but not limited
to, the following: (i) a substantial portion of the Company's cash flow from
operations will be required to be dedicated to debt service and will not be
available for other purposes; (ii) the Company's ability to obtain additional
financing in the future could be limited; (iii) certain of the Company's
borrowings are at variable rates of interest, which could result in higher
interest expense in the event of increases in interest rates; and (iv) the
Indenture and the New Credit Facility contain financial and restrictive
covenants that limit the ability of the Company to, among other things, borrow
additional funds, dispose of assets or pay cash dividends. Failure by the
Company to comply with such covenants could result in an event of default which,
if not cured or waived, would have a material adverse effect on the Company.
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INTEGRATION OF ACQUISITIONS
The Deltec Acquisition, the acquisition (the "IPM Acquisition") of
International Power Machines Corporation ("IPM"), which was completed in
February 1995, and the acquisition of Lectro Products, Inc. ("Lectro"), which
was completed in August 1995, have significantly increased the size of the
Company and the scope of its markets. On a pro forma basis, after giving effect
to the IPM Acquisition and the Deltec Acquisition as if they had occurred on
October 1, 1994, the Company's revenues would have grown to $507.3 million in
fiscal 1995 from its actual Exide Electronics revenues of $326.6 million in
fiscal 1994, an increase of 55.3%. In addition, the Company has grown from
approximately 1,400 employees prior to the 1995 IPM Acquisition to approximately
2,400 employees following the Deltec Acquisition. The integration of these
additional employees, as well as the integration of each entity's existing
product offerings, manufacturing facilities and distribution networks will
require substantial attention from the newly integrated management team. Any
inability of the Company to successfully integrate these companies in a timely
and efficient manner could have an adverse effect on the Company's business.
COMPETITION
The Company is one of only three global companies providing a full range of
UPS products and services. The UPS industry, however, is highly competitive on
both a worldwide basis and a regional geographic basis. The Company competes,
and will continue to compete, with several U.S. and foreign firms with respect
to small and large UPS products, both on a worldwide basis and in various
geographic regions, and within individual UPS product and application niches.
Among such competitors, certain of which are larger and have greater financial
and other resources than the Company, are a division of Emerson Electric Co., a
company that is larger than the Company; American Power Conversion Corporation,
a leading manufacturer and seller of small UPS products on a worldwide basis;
and a subsidiary of Groupe Schneider, S.A., a diversified worldwide company that
has UPS operations in the U.S. and is the leading manufacturer and seller of UPS
products in Europe. The future success of the Company will depend primarily upon
its continued ability to design, manufacture and market products incorporating
new technological developments that address the changing needs of its customers
on a cost-effective and timely basis. There can be no assurance that the Company
will be able to produce successful products or that new products will achieve
market acceptance.
GOVERNMENT CONTRACT MATTERS
Sales to the federal government accounted for approximately 35%, 33% and
27% of the Company's total revenues for fiscal 1993, 1994 and 1995,
respectively. A significant portion of the Company's sales to the federal
government in recent years have been under a five-year contract awarded to the
Company by the Air Force Logistics Command (the "ALC Contract") in May 1988
following a competitive procurement. A significant portion of the orders
received by the Company under the ALC Contract has been for the Federal Aviation
Administration Air Route Traffic Control Center Modernization Program (the "FAA
Program"). Despite the large proportion of sales to the federal government, such
sales actually declined by approximately 12% in fiscal 1995 versus fiscal year
1994, reflecting the scheduled decline in large systems sales due to the
completion of most product shipments under the FAA Program. As of September 30,
1995, a significant portion of the Company's backlog related to orders received
under the FAA Program. The period during which orders could be placed under the
FAA Program expired in May 1993. Although expiration of the program does not
affect orders received prior to expiration and delivery on the remainder of such
orders, sales to the federal government in fiscal 1996 are expected to decline
by approximately 40-50%.
The Company's contracts with the federal government have no significant
minimum purchase commitments, and the government may cease purchases under these
contracts at any time for any reason. These contracts are subject to termination
for the convenience of the government pursuant to the terms of the contracts.
The Company's compliance with government contract regulations is audited or
reviewed from time to time by government auditors. Under federal government
regulations, certain costs are not allowable as costs for which the government
will reimburse the Company. Government auditors may recommend that certain
charges be treated as unallowable and reimbursement be made to the government.
The Company provides for
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estimated unallowable charges and voluntary refunds in its financial statements
and believes that its provisions are adequate as of March 31, 1996.
FOREIGN OPERATIONS; RISK OF CURRENCY FLUCTUATIONS
The Company manufactures and markets its products worldwide through several
foreign subsidiaries and independent agents. The Company's worldwide operations
are subject to the risks normally associated with foreign operations, including,
but not limited to, the disruption of markets, changes in export or import laws,
restrictions on currency exchanges, and the modification or introduction of
other governmental policies with potentially adverse effects.
Approximately 31% of the Company's fiscal 1995 sales were derived from
products and services sold outside the U.S. The U.S. dollar value of these
revenues sometimes varies with currency exchange rate fluctuations, and the
Company may be exposed to exchange losses based upon such fluctuations, which
losses could have a material adverse effect on the Company's financial results
and its ability to meet interest and principal obligations on its U.S. dollar
denominated debt. Although the Company has entered into hedging transactions to
reduce its exposure to such foreign currency exchange risks, there can be no
assurance that these hedging transactions will protect the Company from all such
exchange losses.
ABSENCE OF PUBLIC MARKET FOR THE WARRANTS; POSSIBLE VOLATILITY OF COMMON STOCK
The Warrants were issued by the Company on March 13, 1996 in connection
with the Offering, which was a private placement made pursuant to Rule 144A
under the Securities Act. Although Donaldson, Lufkin & Jenrette Securities
Corporation, J.P. Morgan Securities Inc. and NationsBanc Capital Markets, Inc.
(the "Initial Purchasers") advised the Company, in connection with the Offering,
that they intend to make a market in the Warrants, they are not obligated to do
so and may discontinue any such market making at any time without notice.
Accordingly, there can be no assurance that a market for the Warrants will
develop or, if such a market develops, as to the liquidity of such market. The
Company has not and does not intend to apply for listing of the Warrants on any
securities exchange or for quotation through the National Association of
Securities Dealers Automated Quotation System.
The market price of the Common Stock in the past has been and may in the
future be volatile. A variety of events, including quarter-to-quarter variations
in operating results, news announcements, trading volume, general market trends
and other factors, could result in wide fluctuations in the market price of the
Common Stock.
SHARES ELIGIBLE FOR FUTURE SALE
In connection with the Deltec Acquisition, the Company issued 825,000
shares of Common Stock and 1,000,000 shares of the Company's Series G
convertible preferred stock (the "Series G Preferred Stock") to Fiskars Oy Ab
("Fiskars"), one of the companies from which the Company acquired Deltec.
Fiskars therefore beneficially owns 1,825,000 shares of Common Stock, assuming
conversion of the Series G Preferred Stock. Sales of any Fiskars' Common Stock
may not be made in a public distribution unless registered under the Securities
Act or sold pursuant to an exemption therefrom. A stockholder agreement between
the Company and Fiskars grants to Fiskars rights to register its Common Stock
for resale in the event the Company files a registration statement under the
Securities Act with respect to certain offerings of the Company's Common Stock.
Fiskars also has the right after October 1996 to demand, subject to certain
limitations, that the Company file a registration statement with respect to the
Common Stock owned by Fiskars. Sales of substantial amounts of Fiskars' Common
Stock in the public market, or the possibility that such sales may be made,
could adversely affect the prevailing market price of the Common Stock.
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THE COMPANY
Exide Electronics Group, Inc. ("Exide Electronics" or the "Company") is one
of the world's leading manufacturers and marketers of uninterruptible power
supply ("UPS") products and power management software, as well as one of the
industry's largest UPS service providers. UPS products protect microprocessors
and other sensitive electronic equipment against electrical power interruptions
by providing temporary backup power. More sophisticated UPS systems also provide
additional protection against power distortions by continuously cleaning and
conditioning electrical power. The Company believes that it is one of only three
companies providing a full range of UPS products and services on a worldwide
basis. The Company's UPS products include small systems for use with personal
computers, workstations, client/server platforms and local and wide area
networks, and large systems for use with mainframe computers and data centers.
In addition, the Company's UPS products protect other types of sensitive
electronic equipment, including telecommunication systems, medical and
laboratory equipment, automated bank teller machines, industrial process
controls, and air traffic control and other transportation systems. Based on a
recent independent survey that divided domestic UPS product sales into two
segments, one for systems designed for power ratings above 5 kilovolt amperes
("kVA") and one for systems at or below 5 kVA , the Company (after giving effect
to the Deltec Acquisition) has a leading position in each of the two defined
segments, ranking first for products above 5 kVA and second for products at or
below 5 kVA. (Source: Venture Development Corporation, 1995 (the "VDC Report")).
Based on internal research, the Company believes that total worldwide sales
of UPS products and services have grown approximately 20% since 1993 to
approximately $4.2 billion in 1995. The growth in the UPS industry is being
driven by the rapid proliferation of computers and related electronic systems in
a wide range of industries, including manufacturing, financial services,
utilities, telecommunications and transportation. This growth is being
compounded by the on-going transition from single-site mainframe systems to
multi-site network-based systems. To insure continued reliable operations,
computers and other electronic systems require the protection offered by UPS
products. The operations of such systems can be affected by a variety of
distortions in electrical power, including under-voltages (sags), over-voltages
(surges), transients (spikes), temporary power reductions (brownouts) and
complete power interruptions (blackouts). Any of these power distortions can
cause sensitive electronic equipment to malfunction or "crash," increasing the
likelihood of costly system downtime, information loss, and damage to equipment
and software. The need for UPS protection is particularly acute in certain
international markets where the quality of electrical power is poor.
On March 13, 1996, the Company completed the Deltec Acquisition. Deltec is
one of the world's largest manufacturers and marketers of off-line and
line-interactive small UPS systems. Off-line UPS systems provide temporary
back-up power without the power conditioning features of an on-line system,
while line-interactive UPS systems are hybrid systems that provide limited power
conditioning features. The majority of UPS products sold by the Company
historically have been more sophisticated on-line systems, which continuously
condition the power supply in addition to providing a back-up power source.
Off-line and line-interactive products, such as those manufactured by Deltec,
are generally less expensive than on-line systems and are suitable for
applications where system downtime may be less costly, such as personal or small
business uses. With the addition of Deltec's product line and small systems
manufacturing and distribution capabilities, the Company believes that it has
become one of only a few companies that is a leading manufacturer and worldwide
marketer of UPS systems in each of the major product segments of the UPS
industry.
The Company currently manufactures substantially all of its products at its
manufacturing facilities in Raleigh and Wilmington, North Carolina and Dallas,
Texas. Deltec manufactures substantially all of its products at manufacturing
facilities in San Diego, California, Tijuana, Mexico and Espoo, Finland near
Helsinki. The Company's large systems are sold through a direct sales force,
while both the Company's and Deltec's small systems are generally sold through
value-added resellers, original equipment manufacturers and distributors. The
Company currently maintains separate distribution channels for products produced
by IPM to take advantage of IPM's historic market acceptance. The Company also
intends to maintain separate distribution channels for Deltec products to
leverage Deltec's strong name recognition. As the Company integrates IPM and
Deltec into the Exide brand name family, the Company will consolidate its
distribution groups to cover all products.
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The Company's business began in 1962 as part of Electric Storage Battery,
Inc., which was acquired in 1974 by Inco Limited ("Inco"). In 1982, Inco sold
the business to the Company, which (although incorporated in Delaware in 1979)
commenced operations at that time.
USE OF PROCEEDS
Except for the sale of the Warrant Shares upon the exercise of the
Warrants, the Company is not selling any of the Warrants or Warrant Shares and
will not receive any of the proceeds from the sale of the Warrants and the
Warrant Shares by the Selling Securityholders. Any proceeds received by the
Company upon the exercise of the Warrants will be used for general corporate
purposes.
DESCRIPTION OF WARRANTS
The Warrants were issued pursuant to a Warrant Agreement (the "Warrant
Agreement") between the Company and American Bank National Association, as
Warrant Agent (the "Warrant Agent"). In connection with the Warrant Agreement,
the Company entered into a warrant registration rights agreement (the "Warrant
Registration Rights Agreement") with the Initial Purchasers. Copies of the form
of Warrant Agreement and Warrant Registration Rights Agreement are available to
prospective investors as provided under "Available Information." The following
summary of certain provisions of the Warrant Agreement does not purport to be
complete and is qualified in its entirety by reference to the Warrant Agreement,
including the definitions therein of certain terms used below.
GENERAL
Each Warrant, when exercised, entitles the holder thereof to receive 5.15
fully paid and non-assessable shares of Common Stock at an exercise price of
$13.475 per share, subject to adjustment (the "Exercise Price"). The Exercise
Price and the number of Warrant Shares are both subject to adjustment in certain
cases referred to below. The Warrants entitle the holders thereof to purchase in
the aggregate 643,750 Warrant Shares, or approximately 5.5% of the Common Stock
on a fully diluted basis as of the date of this Prospectus.
The Warrants are exercisable prior to 5:00 p.m., New York City time, on
March 15, 2006 (the "Expiration Date"). The exercise and transfer of the
Warrants is subject to applicable federal and state securities laws.
The Warrants may be exercised by surrendering to the Company the warrant
certificates evidencing the Warrants to be exercised with the accompanying form
of election to purchase properly completed and executed, together with payment
of the Exercise Price. Payment of the Exercise Price may be made (i) at any time
prior to the Expiration Date (A) by tendering Notes having a principal amount at
the time of tender equal to the Exercise Price, (B) by tendering Warrants having
a fair market value equal to the Exercise Price or (C) by any combination of
Notes or Warrants or (ii) after March 16, 1997, in addition to the methods
described above in clause (i), (A) in the form of cash or by certified or
official bank check payable to the order of the Company or (B) by any
combination of cash, Notes or Warrants. Upon surrender of the warrant
certificate and payment of the Exercise Price, the Company will deliver or cause
to be delivered, to or upon the written order of such holder, stock certificates
representing the number of whole shares of Common Stock to which such holder is
entitled. If less than all of the Warrants evidenced by a warrant certificate
are to be exercised, a new warrant certificate will be issued for the remaining
number of Warrants.
No fractional shares of Common Stock will be issued upon exercise of the
Warrants. The Company will pay to the holder of the Warrant at the time of
exercise an amount in cash equal to the current market value of any such
fractional share of Common Stock less a corresponding fraction of the Exercise
Price.
The holders of the Warrants have no right to vote on matters submitted to
the stockholders of the Company and have no right to receive dividends. The
holders of the Warrants are not entitled to share in the assets of the Company
in the event of the liquidation, dissolution or winding up of the Company. In
the event a
7
9
bankruptcy or reorganization is commenced by or against the Company, a
bankruptcy court may hold that unexercised Warrants are executory contracts
which may be subject to rejection by the Company with approval of the bankruptcy
court, and the holders of the Warrants may, even if sufficient funds are
available, receive nothing or a lesser amount as a result of any such bankruptcy
case than they would be entitled to if they had exercised their Warrants prior
to the commencement of any such case.
In the event of a taxable distribution to holders of Common Stock that
results in an adjustment to the number of shares of Common Stock or other
consideration for which a Warrant may be exercised, the holders of the Warrants
may, in certain circumstances, be deemed to have received a distribution subject
to United States federal income tax as a dividend.
ADJUSTMENTS
The number of shares of Common Stock purchasable upon exercise of Warrants
and the Exercise Price are subject to adjustment in certain events, including:
(i) the issuance by the Company of dividends (and other distributions) on its
Common Stock payable in Common Stock, (ii) subdivisions, combinations and
reclassifications of Common Stock, (iii) the issuance to all holders of Common
Stock of rights, options or warrants entitling them to subscribe for Common
Stock or securities convertible into, or exchangeable or exercisable for, Common
Stock within sixty (60) days after the record date for such issuance of rights,
options or warrants at an offering price (or with an initial conversion,
exchange or exercise price plus such offering price) which is less than the
current market price per share (as defined) of Common Stock, (iv) the
distribution to all holders of Common Stock of any of the Company's assets
(including cash), debt securities, preferred stock or any rights or warrants to
purchase any such securities (excluding those rights and warrants referred to in
clause (iii) above), (v) the issuance of shares of Common Stock for a
consideration per share less than the current market price per share (excluding
securities issued in transactions referred to in clauses (i) through (iv)
above), (vi) the issuance of securities convertible into or for Common Stock for
a conversion or exchange price less than the current market price for a share of
Common Stock (excluding securities issued in transactions referred to in clauses
(iii) or (iv) above) and (vii) certain other events that could have the effect
of depriving holders of the Warrants of the benefit of all or a portion of the
purchase rights evidenced by the Warrants. The events described in clauses (v)
and (vi) above are subject to certain exemptions described in the Warrant
Agreement, including, without limitation, (A) certain bona fide public offerings
and private placements to persons that are not affiliates of the Company and (B)
Common Stock (and options exercisable therefor) issued to the Company's
employees and directors under bona fide employee benefit plans in an aggregate
amount not to exceed 10% of the Common Stock outstanding at the time of
issuance.
No adjustment in the Exercise Price is required unless such adjustment
would require an increase or decrease of at least one percent (1%) in the
Exercise Price; provided, however, that any adjustment that is not made will be
carried forward and taken into account in any subsequent adjustment. In
addition, the Company may at any time reduce the Exercise Price to any amount
(but not less than the par value of the Common Stock) for any period of time
(but not less than twenty (20) business days) deemed appropriate by the Board of
Directors of the Company.
In the case of certain consolidations or mergers of the Company, or the
sale of all or substantially all of the assets of the Company to another
corporation, each Warrant will thereafter be exercisable for the right to
receive the kind and amount of shares of stock or other securities or property
to which such holder would have been entitled as a result of such consolidation,
merger or sale had the Warrants been exercised immediately prior thereto.
AMENDMENT
From time to time, the Company and the Warrant Agent, without the consent
of the holders of the Warrants, may amend or supplement the Warrant Agreement
for certain purposes, including curing defects or inconsistencies or making any
change that does not materially adversely affect the rights of any holder. Any
amendment or supplement to the Warrant Agreement that has a material adverse
effect on the interests of the
8
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holders of the Warrants requires the written consent of the holders of a
majority of the then outstanding Warrants (excluding Warrants held by the
Company or any of its affiliates). The consent of each holder of the Warrants
affected is required for any amendment pursuant to which the Exercise Price
would be increased or the number of Warrant Shares would be decreased (other
than pursuant to adjustments provided in the Warrant Agreement).
REGISTRATION OF WARRANT SHARES
The shares of Common Stock issuable upon exercise of the Warrants (the
"Warrant Shares") have been registered in the registration statement of which
this Prospectus forms a part (the "Registration Statement"). Accordingly, so
long as the Registration Statement remains effective, upon the exercise of a
Warrant, the holder will receive shares of Common Stock that have been
registered under the Securities Act. See "-- Registration Rights."
RESERVATION OF SHARES
The Company has authorized and reserved for issuance such number of shares
of Common Stock as will be issuable upon the exercise of all outstanding
Warrants. Such shares of Common Stock, when paid for and issued, will be duly
and validly issued, fully paid and non-assessable, free of preemptive rights and
free from all taxes, liens, charges and security interests with respect to the
issue thereof.
REPORTS
The Warrant Agreement provides that the Company will file with the
Commission and, within 15 days thereafter, furnish to the Warrant Agent and the
holders of the Warrants copies of the annual and quarterly financial reports and
the information, documents, and other reports that the Company is required to
file with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act
("SEC Reports"). In the event the Company is no longer required to file SEC
Reports pursuant to the Exchange Act, the Company will nevertheless continue to
file comparable reports with the Commission (unless the Commission will not
accept such a filing) and furnish the Warrant Agent and the holders of the
Warrants with copies of such reports. In addition, the Company has agreed that,
for so long as any Warrants or Warrant Shares remain outstanding and until such
Warrants and Warrant Shares are registered under the Securities Act and disposed
of in accordance with a registration statement or pursuant to Rule 144A under
the Securities Act, the Company will furnish to the holders of the Warrants and
Warrant Shares, and prospective investors, upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
REGISTRATION RIGHTS
Subject to applicable federal and state securities laws, the Company agreed
to file a registration statement under the Securities Act covering the Warrants
and the Warrant Shares on or prior to July 10, 1996, and to use its best efforts
to cause such registration statement to be declared effective by the Commission
on or prior to August 9, 1996. If the Company does not comply with its
registration obligations under the Warrant Registration Rights Agreement, it is
required to pay liquidated damages to holders of the Warrants or Warrant Shares
under certain circumstances.
The registration statement of which this Prospectus forms a part
constitutes the registration statement described in the immediately preceding
paragraph. The Company is obligated to keep such registration statement
effective until March 15, 2006.
ADDITIONAL INFORMATION
Anyone who receives this Prospectus may obtain a copy of the Warrant
Agreement and the Warrant Registration Rights Agreement without charge by
writing to the Company at 8609 Six Forks Road, Raleigh, North Carolina 27615,
Attention: Chief Financial Officer.
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11
THE SELLING SECURITYHOLDERS
The following table sets forth, as of July 2, 1996, certain information
regarding the Selling Securityholders' ownership of the Company's Common Stock
and of the Warrants. Except as disclosed in the footnotes to the table, no
Selling Securityholder has held any position, office or had any other material
relationship with the Company or its affiliates during the past three years. The
Company's Common Stock is quoted on the Nasdaq National Market. A majority of
the shares of Common Stock of the Company are registered in the name of "Cede &
Co." on the books of the Company's transfer agent. To the knowledge of the
Company, except as disclosed in the following table, the Selling Securityholders
did not own, nor have any rights to acquire, any other shares of Common Stock as
of the date of this Prospectus.
COMMON STOCK WARRANTS
------------------------------------------- ---------------------------------------------
BENEFICIALLY BENEFICIALLY OWNED
OWNED PRIOR TO PRIOR TO THIS
THIS OFFERING OFFERING
----------------- -------------------
NUMBER PERCENT OFFERED BENEFICIALLY NUMBER PERCENT OFFERED BENEFICIALLY
NAME OF SELLING OF OF FOR OWNED AFTER OF OF FOR OWNED AFTER
SECURITYHOLDER(1) SHARES SHARES SALE THIS OFFERING WARRANTS WARRANTS SALE THIS OFFERING
- --------------------------- ------- ------- ------- ------------- -------- -------- ------- -------------
Donaldson, Lufkin &
Jenrette Securities
Corporation.............. 1,100 *
Northern Trust Co. ........ 4,160 3.33%
Bank of New York........... 28,620 22.90
Bankers Trust Company...... 16,500 13.20
Boston Safe Deposit & Trust
Co. ..................... 2,950 2.36
Brown Brothers Harriman &
Co. ..................... 940 *
Chase Manhattan Bank,
N.A. .................... 7,980 6.38
Citibank, N.A. ............ 4,000 3.20
Corestates Bank N.A. ...... 250 *
State Street Bank & Trust
Co. -- Fiduciary......... 2,000 1.60
Huntington National Bank... 1,500 1.20
Investors Fiduciary Trust
Company/SSB.............. 5,100 4.08
Investors Bank & Trust/M.F.
Custody.................. 1,270 1.02
LTCB Trust Company......... 250 *
Morgan Guaranty Trust Co.
of New York.............. 3,530 2.82
PNC National Association... 500 *
State Street Bank --
Custodian................ 44,150 35.32
Wachovia Bank North
Carolina................. 200 *
- ---------------
* Less than one percent. Based on 125,000 Warrants outstanding on July 2,
1996.
(1) The institutions named below serve as custodians of the Warrants for the
beneficial owners of such Warrants. The names of the beneficial owners of
the Warrants and more complete information regarding beneficial ownership
of the Common Stock and Warrants and the amount of Common Stock and
Warrants offered for sale by such beneficial owners will be provided by
amendment to this registration statement.
The Warrants owned by the Selling Securityholders represent all of the
Warrants covered by the registration statement of which this Prospectus forms a
part. Many of the Selling Securityholders acquired their Warrants on March 13,
1996, pursuant to the sale by the Company of units, each unit consisting of
$1,000 principal amount at maturity of 11 1/2% senior subordinated notes, Series
A, due 2006 (the "Series A
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12
Notes") and one Warrant. The Series A Notes are being exchanged for 11 1/2%
senior subordinated notes, Series B, due 2006 (the "Series B Notes"), which
Series B Notes have terms substantially identical to the terms of the Series A
Notes. The Series B Notes and the Warrants may be traded separately.
PLAN OF DISTRIBUTION
The Warrants or the Warrant Shares may be offered by the Selling
Securityholders in transactions in the over-the-counter-market at prices
obtainable at the time of sale or in privately negotiated transactions at prices
determined by negotiation. The Selling Securityholders may effect such
transactions by selling the Warrants or the Warrant Shares to or through
securities broker-dealers, and such broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the Selling
Securityholders and/or the purchasers of the Warrants or the Warrant Shares for
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). In addition, agents or dealers may acquire Warrants,
Warrant Shares or interests therein as pledgees and may, from time to time,
effect distributions of the Warrants, Warrant Shares or interests in such
capacity.
The Selling Securityholders, the brokers and dealers through whom sales of
the Warrants or Warrant Shares are made and any agent or dealer who distributes
Warrants or Warrant Shares acquired as pledgee may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and profit on any resale of the Warrants or
Warrant Shares as principal might be deemed to be underwriting discounts and
commissions under the Securities Act.
LEGAL MATTERS
The legality of the Warrants and Warrant Shares will be passed upon for the
Company by Smith Helms Mulliss & Moore, L.L.P., Raleigh, North Carolina.
EXPERTS
The audited financial statements and schedules of Exide Electronics
incorporated by reference in this Prospectus and elsewhere in the registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.
The financial statements of Deltec incorporated in this Prospectus and
registration statement by reference to the Current Report on Form 8-K/A dated
July 9, 1996, except as they relate to the unaudited three-month periods ended
December 31, 1994 and 1995 and except as they relate to FPS Power Systems Oy Ab,
FPS Power Systems A/S, Fiskars Power Systems A/S and Fiskars Power Systems AB,
have been audited by Price Waterhouse LLP, independent accountants, and insofar
as they relate to FPS Power Systems Oy Ab, FPS Power Systems A/S, Fiskars Power
Systems A/S and Fiskars Power Systems AB, by KPMG, independent accountants,
whose reports thereon are incorporated by reference. Such financial statements
have been so incorporated in reliance on the reports of such independent
accountants given on the authority of such firms as experts in auditing and
accounting.
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13
- ------------------------------------------------------
- ------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED IN CONNECTION WITH ANY
OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT
CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES OFFERED HEREBY, NOR
DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF
THE SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS
UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION TO SUCH PERSON. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCE CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
---------------------
TABLE OF CONTENTS
PAGE
----
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
Risk Factors.......................... 3
The Company........................... 6
Use of Proceeds....................... 7
Description of Warrants............... 7
The Selling Securityholders........... 10
Plan of Distribution.................. 11
Legal Matters......................... 11
Experts............................... 11
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
[EXIDE ELECTRONICS LOGO]
EXIDE ELECTRONICS
GROUP, INC.
WARRANTS TO PURCHASE
643,750 SHARES OF
COMMON STOCK
643,750 SHARES OF
COMMON STOCK
-------------------------
PROSPECTUS
-------------------------
, 1996
- ------------------------------------------------------
- ------------------------------------------------------
14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following statement sets forth the expenses payable in connection with
this registration statement (estimated except for the registration fee), all of
which will be borne by the Company:
Securities and Exchange Commission filing fee............................ $ 2,992
Legal fees and expenses.................................................. $25,000
Accountant's fees and expenses........................................... $10,000
Miscellaneous............................................................ $12,008
-------
Total............................................................... $50,000
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the General Corporation Law of the state of Delaware
("Delaware Law"), a corporation may indemnify its directors, officers, employees
and agents and its former directors, officers, employees and agents and those
who serve, at the corporation's request in such capacities with another
enterprise, against expenses (including attorney's fees), as well as judgments,
fines and settlements in nonderivative lawsuits, actually and reasonably
incurred in connection with the defense of any action, suit or proceeding in
which they or any of them were or are made parties or are threatened to be made
parties by reason of their serving or having served in such capacity. Delaware
Law provides, however, that such person must have acted in good faith and in a
manner he or she reasonably believed to be in (or not opposed to) the best
interests of the corporation and, in the case of a criminal action, such person
must have had no reasonable cause to believe his or her conduct was unlawful. In
addition, Delaware Law does not permit indemnification of any action or suit by
or in the right of the corporation, where such person has been adjudged liable
to the corporation, unless, and only to the extent that, a court determines that
such person fairly and reasonably is entitled to indemnity for costs the court
deems proper in light of liability adjudication. Indemnity is mandatory to the
extent a claim, issue or matter has been successfully defended.
Article 11 of the Company's Certificate of Incorporation and Article 10 of
the Company's Bylaws provide, under certain circumstances, for the
indemnification of the Company's present or former directors, officers,
employees, agents and persons who, at the request of the Company, are or were
serving in a similar capacity for another corporation or entity. These Articles
also allow the Board of Directors to purchase and maintain insurance on behalf
of the Company's present or former directors, officers or persons who are or
were serving at the request of the Company as a director or officer of another
corporation or entity.
ITEM 16. EXHIBITS.
(a) Exhibits
EXHIBIT NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------
2.1 -- Stock Purchase Agreement by and between Exide Electronics Group, Inc. and Fiskars
Oy Ab, Fiskars Holdings, Inc. and Deltec Power Systems, Inc., dated November 16,
1995 (filed as Exhibit 10 to the Company's Form 8-K, File No. 000-18106, filed on
November 17, 1995 and incorporated herein by reference).
2.2 -- Letter Agreement to Amend Stock Purchase Agreement by and between Exide
Electronics Group, Inc. and Fiskars Oy Ab, Fiskars Holdings, Inc. and Deltec
Power Systems, Inc., dated February 9, 1996 (filed as Exhibit 10.2 to the
Company's Form 8-K, File No. 000-18106, filed on February 21, 1996 and
incorporated herein by reference).
II-1
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EXHIBIT NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------
4.1 -- Indenture, dated as of March 13, 1996, among the Company, the Guarantors (as
defined therein) and American Bank National Association, as trustee, relating to
$125,000,000 principal amount of 11 1/2% Senior Subordinated Notes due 2006
(filed as Exhibit 4.1 to the Company's Registration Statement on Form S-4, File
No. 333-2471, and incorporated by reference herein).
4.2 -- Form of 11 1/2% Series A and Series B Senior Subordinated Notes due 2006 (filed
as Exhibit 4.2 to the Company's Registration Statement on Form S-4, File No.
333-2471, and incorporated by reference herein).
4.3 -- Registration Rights Agreement, dated as of March 13, 1996, among the Company, the
Guarantors (as defined therein) and the Initial Purchasers (filed as Exhibit 4.3
to the Company's Registration Statement on Form S-4, File No. 333-2471, and
incorporated by reference herein).
4.4 -- Warrant Agreement, dated as of March 13, 1996, between the Company and American
Bank National Association, as warrant agent, relating to 125,000 Warrants to
purchase in the aggregate 643,750 shares of Common Stock (filed as Exhibit 4.4 to
the Company's Registration Statement on Form S-4, File No. 333-2471, and
incorporated by reference herein).
4.5 -- Warrant Registration Rights Agreement, dated March 13, 1996, between the Company
and the Initial Purchasers (filed as Exhibit 4.5 to the Company's Registration
Statement on Form S-4, File No. 333-2471, and incorporated by reference herein).
4.6 -- Stockholder Agreement, dated March 13, 1996, between the Company and Fiskars Oy
Ab (filed as Exhibit 4.6 to the Company's Registration Statement on Form S-4,
File No. 333-2471, and incorporated by reference herein).
4.7 -- Form of Certificate of Designation of the Series G Preferred Stock of the Company
(filed as attachment to Schedule 2.1(d) of Exhibit 10.2 to the Company's Form
8-K/A, File No. 000-18106, filed on March 22, 1996 and incorporated herein by
reference).
4.8 -- Rights Agreement, dated as of November 25, 1992, by and between Exide Electronics
Group, Inc. and First Union National Bank of North Carolina (filed as Exhibit 1
to the Company's Current Report on Form 8-K, File No. 000-18106, for the event on
November 25, 1992 and incorporated by reference herein).
4.9 -- Stockholder Agreement between Exide Electronics and Duquesne Enterprises, Inc.,
dated August 25, 1994, including amendments by a letter agreement dated December
14, 1994 and a letter agreement dated January 4, 1995 (filed as Exhibit 2.4 to
Exide Electronics' Registration Statement on Form S-4, File No. 33-88324, and
incorporated by reference herein).
4.10 -- Stockholder Agreement between Exide Electronics and Shenkman Capital Management,
Inc., dated August 25, 1994, including an Amendment Agreement dated December 14,
1994 and an Amendment Agreement dated January 4, 1995 (filed as Exhibit 2.5 to
Exide Electronics' Registration Statement on Form S-4, File No. 33-88324, and
incorporated by reference herein).
4.11 -- Registration Rights Agreement between Exide Electronics Group, Inc. and Gilbert
Stuart Goodchild, dated September 29, 1994 (filed as Exhibit 4.1 to Exide
Electronics' Registration Statement on Form S-3, File No. 33-63969, and
incorporated by reference herein).
4.12 -- Registration Rights Agreement between Exide Electronics Group, Inc. and Carol
Elizabeth Amans, dated September 29, 1994 (filed as Exhibit 4.2 to Exide
Electronics' Registration Statement on Form S-3, File No. 33-63969, and
incorporated by reference herein).
4.13 -- Registration Rights Agreement between Exide Electronics Group, Inc. and Tony
Peter Stuart Goodchild, dated September 29, 1994 (filed as Exhibit 4.3 to Exide
Electronics' Registration Statement on Form S-3, File No. 33-63969, and
incorporated by reference herein).
4.14 -- Registration Rights Agreement by and among Exide Electronics, Duquesne and
Shenkman Investment Partners L.P., dated as of January 5, 1995 (filed as Exhibit
4.7 to Exide Electronics' Registration Statement on Form S-3, File No. 33-88466,
and incorporated by reference herein).
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EXHIBIT NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------
5.1* -- Opinion of Smith Helms Mulliss & Moore, L.L.P., regarding the legality of the
Warrants and Warrant Shares.
23.1* -- Consent of Smith Helms Mulliss & Moore, L.L.P. (included in Exhibit 5.1 hereof).
23.2 -- Consent of Arthur Andersen LLP.
23.3 -- Consent of Price Waterhouse LLP.
23.4(a) -- Consent of KPMG as.
23.4(b) -- Consent of KPMG C. Jespersen.
23.4(c) -- Consent of KPMG WIDERI OY AB.
23.4(d) -- Consent of KPMG Bohlins AB.
24.1 -- Power of Attorney (included on the signature page of this registration
statement).
- ---------------
* To be filed by amendment. All other exhibits are filed herewith or
incorporated herein by reference, as the case may be.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) 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;
provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this 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.
(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 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
II-3
17
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 arising under the
Securities Act of 1933, as amended (the "Act"), may be permitted to
directors, officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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.
II-4
18
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 of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Raleigh, State of North Carolina, on July 10, 1996.
EXIDE ELECTRONICS GROUP, INC.
By: /s/ JAMES A. RISHER
------------------------------------
James A. Risher
President and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Exide Electronics Group, Inc., hereby severally constitute James A.
Risher and Marty R. Kittrell and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement filed
herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and in our capacities as officers
and directors to enable Exide Electronics Group, Inc. to comply with the
provisions of the Securities Act of 1933, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys, or any of them, to said Registration
Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------------------------------------------- ----------------------------- ----------------
/s/ CONRAD A. PLIMPTON Chairman of the Board of July 10, 1996
- --------------------------------------------- Directors
Conrad A. Plimpton
/s/ LANCE L. KNOX Vice Chairman of the Board of July 10, 1996
- --------------------------------------------- Directors
Lance L. Knox
/s/ MARTY R. KITTRELL Vice President, Chief July 10, 1996
- --------------------------------------------- Financial Officer, and
Marty R. Kittrell Treasurer (Principal
Accounting Officer)
/s/ JAMES A. RISHER Director July 10, 1996
- ---------------------------------------------
James A. Risher
/s/ WAYNE L. CLEVENGER Director July 10, 1996
- ---------------------------------------------
Wayne L. Clevenger
/s/ RON E. DOGGETT Director July 10, 1996
- ---------------------------------------------
Ron E. Doggett
/s/ JAMES E. FOWLER Director July 10, 1996
- ---------------------------------------------
James E. Fowler
/s/ DAVID J. MCLAUGHLIN Director July 10, 1996
- ---------------------------------------------
David J. McLaughlin
/s/ CHIAKI TANAKA Director July 10, 1996
- ---------------------------------------------
Chiaki Tanaka
Director
- ---------------------------------------------
Stig G. Stendahl
Director
- ---------------------------------------------
Ralf R. Boer
II-5
19
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------
2.1 -- Stock Purchase Agreement by and between Exide Electronics Group, Inc. and Fiskars
Oy Ab, Fiskars Holdings, Inc. and Deltec Power Systems, Inc., dated November 16,
1995 (filed as Exhibit 10 to the Company's Form 8-K, File No. 000-18106, filed on
November 17, 1995 and incorporated herein by reference).
2.2 -- Letter Agreement to Amend Stock Purchase Agreement by and between Exide
Electronics Group, Inc. and Fiskars Oy Ab, Fiskars Holdings, Inc. and Deltec
Power Systems, Inc., dated February 9, 1996 (filed as Exhibit 10.2 to the
Company's Form 8-K, File No. 000-18106, filed on February 21, 1996 and
incorporated herein by reference).
4.1 -- Indenture, dated as of March 13, 1996, among the Company, the Guarantors (as
defined therein) and American Bank National Association, as trustee, relating to
$125,000,000 principal amount of 11 1/2% Senior Subordinated Notes due 2006
(filed as Exhibit 4.1 to the Company's Registration Statement on Form S-4, File
No. 333-2471, and incorporated by reference herein).
4.2 -- Form of 11 1/2% Series A and Series B Senior Subordinated Notes due 2006 (filed
as Exhibit 4.2 to the Company's Registration Statement on Form S-4, File No.
333-2471, and incorporated by reference herein).
4.3 -- Registration Rights Agreement, dated as of March 13, 1996, among the Company, the
Guarantors (as defined therein) and the Initial Purchasers (filed as Exhibit 4.3
to the Company's Registration Statement on Form S-4, File No. 333-2471, and
incorporated by reference herein).
4.4 -- Warrant Agreement, dated as of March 13, 1996, between the Company and American
Bank National Association, as warrant agent, relating to 125,000 Warrants to
purchase in the aggregate 643,750 shares of Common Stock (filed as Exhibit 4.4 to
the Company's Registration Statement on Form S-4, File No. 333-2471, and
incorporated by reference herein).
4.5 -- Warrant Registration Rights Agreement, dated March 13, 1996, between the Company
and the Initial Purchasers (filed as Exhibit 4.5 to the Company's Registration
Statement on Form S-4, File No. 333-2471, and incorporated by reference herein).
4.6 -- Stockholder Agreement, dated March 13, 1996, between the Company and Fiskars Oy
Ab (filed as Exhibit 4.6 to the Company's Registration Statement on Form S-4,
File No. 333-2471, and incorporated by reference herein).
4.7 -- Form of Certificate of Designation of the Series G Preferred Stock of the Company
(filed as attachment to Schedule 2.1(d) of Exhibit 10.2 to the Company's Form
8-K/A, File No. 000-18106, filed on March 22, 1996 and incorporated herein by
reference).
4.8 -- Rights Agreement, dated as of November 25, 1992, by and between Exide Electronics
Group, Inc. and First Union National Bank of North Carolina (filed as Exhibit 1
to the Company's Current Report on Form 8-K, File No. 000-18106, for the event on
November 25, 1992 and incorporated by reference herein).
4.9 -- Stockholder Agreement between Exide Electronics and Duquesne Enterprises, Inc.,
dated August 25, 1994, including amendments by a letter agreement dated December
14, 1994 and a letter agreement dated January 4, 1995 (filed as Exhibit 2.4 to
Exide Electronics' Registration Statement on Form S-4, File No. 33-88324, and
incorporated by reference herein).
4.10 -- Stockholder Agreement between Exide Electronics and Shenkman Capital Management,
Inc., dated August 25, 1994, including an Amendment Agreement dated December 14,
1994 and an Amendment Agreement dated January 4, 1995 (filed as Exhibit 2.5 to
Exide Electronics' Registration Statement on Form S-4, File No. 33-88324, and
incorporated by reference herein).
20
EXHIBIT NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------
4.11 -- Registration Rights Agreement between Exide Electronics Group, Inc. and Gilbert
Stuart Goodchild, dated September 29, 1994 (filed as Exhibit 4.1 to Exide
Electronics' Registration Statement on Form S-3, File No. 33-63969, and
incorporated by reference herein).
4.12 -- Registration Rights Agreement between Exide Electronics Group, Inc. and Carol
Elizabeth Amans, dated September 29, 1994 (filed as Exhibit 4.2 to Exide
Electronics' Registration Statement on Form S-3, File No. 33-63969, and
incorporated by reference herein).
4.13 -- Registration Rights Agreement between Exide Electronics Group, Inc. and Tony
Peter Stuart Goodchild, dated September 29, 1994 (filed as Exhibit 4.3 to Exide
Electronics' Registration Statement on Form S-3, File No. 33-63969, and
incorporated by reference herein).
4.14 -- Registration Rights Agreement by and among Exide Electronics, Duquesne and
Shenkman Investment Partners L.P., dated as of January 5, 1995 (filed as Exhibit
4.7 to Exide Electronics' Registration Statement on Form S-3, File No. 33-88466,
and incorporated by reference herein).
5.1* -- Opinion of Smith Helms Mulliss & Moore, L.L.P., regarding the legality of the
Warrants and Warrant Shares.
23.1* -- Consent of Smith Helms Mulliss & Moore, L.L.P. (included in Exhibit 5.1 hereof).
23.2 -- Consent of Arthur Andersen LLP.
23.3 -- Consent of Price Waterhouse LLP.
23.4(a) -- Consent of KPMG as.
23.4(b) -- Consent of KPMG C. Jespersen.
23.4(c) -- Consent of KPMG WIDERI OY AB.
23.4(d) -- Consent of KPMG Bohlins AB.
24.1 -- Power of Attorney (included on the signature page of this registration
statement).
- ---------------
* To be filed by amendment. All other exhibits are filed herewith or
incorporated herein by reference, as the case may be.