34,500 SHARES
[ACCELR8 LOGO]
ACCELR8 TECHNOLOGY CORPORATION
COMMON STOCK
This Prospectus relates to 34,500 shares of Common Stock (the "Shares") of
Accelr8 Technology Corporation (the "Company"), all of which Shares are issuable
upon exercise of representative's warrants (the "Representative's Warrants" or
"Warrants") sold to Janco Partners, Inc. (the "Representative") in connection
with an underwritten public offering undertaken in November 1996. The Shares
will be offered by the holders of the Warrants who exercise their
Representative's Warrants and thereby purchase the underlying Shares (the
"Selling Shareholders"). The Company will receive the $8.40 per Share upon
exercise of the Representative's Warrants (i.e., the exercise price of the
Representative's Warrants), but will not receive any of the proceeds from the
sale of Shares by the Selling Shareholders. The Company has agreed to pay the
expenses of registering the Shares offered hereby estimated at $11,000.
The Selling Shareholders have advised the Company that they intend to sell
the Shares offered hereby as principals for their own accounts from time to time
in the over-the-counter market at prices prevailing at the time of sale. The
Registration Statement of which this Prospectus forms a part must be current at
the time of sale. See "Plan of Distribution."
On January 2, 1998, the last sale price of the Common Stock was $26.125 per
share. See "Price Range of Common Stock." The Company's Common Stock is traded
on the Nasdaq National Market under the symbol "ACLY".
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AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" ON PAGE 5 FOR A DISCUSSION OF CERTAIN RISKS ASSOCIATED WITH AN
INVESTMENT IN THE SECURITIES OFFERED HEREBY.
------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
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.
------------------------------------
THE DATE OF THIS PROSPECTUS IS JANUARY 5, 1998.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company under the Exchange Act 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 at Seven World Trade Center, 13th Floor, New
York, New York 10048, and Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such material may also be obtained from the
Public Reference Section of the Commission at prescribed rates.
This Prospectus constitutes a part of a Registration Statement filed by the
Company with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus omits certain information contained in the
Registration Statement, and reference is hereby made to the Registration
Statement and to the exhibits relating thereto for further information with
respect to the Company and the offering. Any statements contained herein
concerning the provisions of any document are not necessarily complete, and, in
each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference. The
Company's Common Stock is quoted on the Nasdaq National Market, and such reports
and other information can also be inspected at the offices of Nasdaq Operations,
1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-KSB filed on October 29, 1997, as
amended on October 30, 1997, for the fiscal year ended July 31, 1997.
2. The quarterly report on Form 10-QSB filed on December 10, 1997 for the
quarter ended October 31, 1997.
3. The Proxy Statement for Annual Meeting of Stockholders, dated December
12, 1997.
4. The description of the Company's capital stock contained in the
Company's Registration Statement on Form SB-2 (S.E.C. File No. 333-12393)
initially filed with the Commission on September 20, 1996, which was declared
effective on November 18, 1996 pursuant to the Securities Act, is hereby
incorporated by reference into this Prospectus.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicate that all securities offered have been sold, or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded to
the extent that a statement contained herein or in any other document
subsequently filed and incorporated by reference 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.
The Commission maintains a Web site at http://www.sec.gov that contains reports,
proxy and information statements, and other information regarding issuers that
file electronically with the Commission.
2
Any person receiving a copy of this Prospectus may obtain without charge,
upon written or oral request, a copy of any of the documents incorporated by
reference herein, other than exhibits to such documents. Requests for such
copies should be directed to Thomas V. Geimer, Chairman, Accelr8 Technology
Corporation, 303 East 17th Avenue, Suite 108, Denver, Colorado 80203, telephone
number (303) 863-8088.
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information appearing elsewhere in this Prospectus. See "Risk Factors" for
information prospective investors should consider.
The Company
Accelr8 Technology Corporation (the "Company") is a leading provider of
software tools and consulting services for Year 2000 compliance and for
conversion from Digital Equipment Corporation's ("DEC") VAX/VMS Legacy Systems
to UNIX and NT open client/server environments. The Year 2000 Problem is
expected to create widespread system failures due to the use of computer
programs that rely on two-digit date codes to perform computations and other
decision-making functions. The Company's "NAVIG8-2000" tools facilitate timely
and cost effective Year 2000 assessment and remediation across the multiple
language environment of DEC Legacy Systems and UNIX environments. The Company's
other focus - the conversion from DEC VAX/VMS Legacy Systems to UNIX open
client/server environments - is based on the fact that VAX/VMS Legacy Systems
use a proprietary computer operating system which is not compatible with other
manufacturers' hardware and software, whereas UNIX is a powerful, open
architecture system which is compatible with a wide range of hardware platforms
and software applications, including commercial off-the-shelf software ("COTS").
The Company believes that UNIX has become the most widely used client/server
operating system, and that the trend to client/server open systems, such as the
systems offered by UNIX and Microsoft Corporation's Windows NT operating system
("NT"), will continue for the foreseeable future. The Company's "MIGR8" tools
provide dependable solutions for migration of DEC VAX/VMS applications from the
proprietary environment of VMS to the open systems environment of UNIX.
The Company's objective is to enhance its position as a leading provider of
integrated solutions which will solve the Year 2000 Problem and meet the
conversion needs of VAX/VMS users. The Company's strategy for achieving its
objectives includes: (i) near term focus on the Year 2000 Market; (ii)
commercialization of the Company's Windows NT conversion tool set; (iii)
continue emphasis on consulting services and establishment of Year 2000 and
UNIX/NT conversion teams; (iv) developing and introducing new software tools and
services; (v) development of relationships with significant providers of
outsourcing services for an entity's information technology needs; (vi)
expanding the Company's international marketing programs, particularly in Europe
and Asia; (vii) securing additional consulting projects from existing and future
clients; (viii) continuing to target large corporations and government agencies
which require integrated solutions to their Legacy System conversion needs; and
(ix) investing in or acquiring complementary businesses, technologies or product
lines.
3
The Company was incorporated in 1982 under the laws of the State of
Colorado. The Company's executive offices are located at 303 East 17th Avenue,
Suite 108, Denver, Colorado 80203, and its telephone number is (303) 863-8088.
The Offering
Common Stock offered by Selling Shareholders......34,500 shares
Common Stock outstanding at October 31, 1997......7,832,507 shares (1)
Common Stock outstanding upon completion
of this offering.............................7,867,007 shares
Use of proceeds...................................The shares of Common Stock are
being offered by the Selling
Shareholders. The Company will
not receive any proceeds from
sale of the Shares offered
hereby. Proceeds received by
the Company upon exercise of
the Warrants by the Selling
Shareholders will be added to
the Company's working capital.
Terms of the Representative's Warrants............Each Representative's Warrant
is exerciseable at a price of
$8.40 in order to obtain one
share of the Company's Common
Stock.
Nasdaq National Market symbol.....................ACLY
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(1) Excludes options to acquire 335,000 shares held by employees of the
Company that may be exercised to acquire shares of Common Stock, and options to
acquire an aggregate of 50,000 shares of Common Stock held by the outside
directors of the Company.
4
RISK FACTORS
In addition to the other information in this Prospectus, prospective
investors should carefully consider the following risk factors prior to making
an investment in the Common Stock offered hereby.
Dependence on Key Employees. The Company's success depends to a significant
extent upon a number of key management and technical personnel, the loss of one
or more of whom could have a material adverse effect on the Company's results of
operations. The Company carries key man life insurance in the amount of $5
million on Thomas V. Geimer, as well as life insurance on seven of its key
employees, including Thomas V. Geimer, Harry J. Fleury, Franz Huber and Timothy
Fitzpatrick, in the amount of $250,000 for each individual. The Board of
Directors has adopted resolutions under which one-half of the proceeds of any
such insurance will be dedicated to a beneficiary designated by the insured.
There can be no assurance that the proceeds from such life insurance policies
would be sufficient to compensate the Company for the loss of any of these
employees, and these policies do not provide any benefits to the Company if
these employees become disabled or are otherwise unable to render services to
the Company. Further, the Company does not currently have employment agreements
with any of its officers or key employees, and does not currently intend to have
such employment agreements in the future. The Company believes that its
continued success will depend in large part upon its ability to attract and
retain highly skilled technical, managerial, sales and marketing personnel.
There can be no assurance that the Company will be successful in attracting and
retaining the personnel it requires to develop and market new and enhanced
products and to conduct its operations successfully.
Management of Growth. The Company's rapid growth in business in recent
quarters has placed and may continue to place a significant strain on the
Company, particularly on its customer services organization. Any failure by the
Company to respond quickly to the service needs of its customers could cause the
loss of customers and have a material adverse effect on the Company's results of
operations. The Company's future operating results will depend on its ability to
expand its services organization and infrastructure commensurate with its
expanding base of customers and on its ability to attract, hire and retain
skilled employees. There can be no assurance that the Company will be able to
effectively manage any future growth.
Dependence on Year 2000 Market and Conversion of DEC VAX/VMS Legacy
Systems. The growth in the Company's professional services fees in fiscal 1997
resulted primarily from demand for its Year 2000 Problem services as awareness
of the Year 2000 Problem has grown. In addition, this demand has also accounted
for a significant portion of software license revenue for the same period as
customers have acquired the Company's software products to help address their
Year 2000 concerns. Should the demand for the Company's Year 2000 solutions and
products decline significantly as a result of new technologies, competition or
other factors, the Company's professional service fees and license revenues
would be materially and adversely affected. The Company anticipates the Year
2000 market will decline, perhaps rapidly, following the year 2000. It is the
Company's strategy to leverage customer relationships and knowledge of customer
application systems derived from its Year 2000 solutions to market other
products and services beyond the Year 2000 market. However, there can be no
assurance that this strategy will be successful, and should the Company be
unable to market other products and services as demand in the Year 2000 market
declines, whether as a result of technological change, competition or other
factors, the Company's business, results of operations and financial condition
will be materially and adversely affected.
5
The Company's only other software products and services are designed for
conversion from VAX/VMS Legacy Systems to UNIX and NT open client/server
environments. Future revenues from this line of business are dependent upon
users of VAX/VMS Legacy Systems electing to convert their data and applications
to UNIX and NT environments. To the extent that users of VAX/VMS Legacy Systems
elect to abandon their VAX/VMS applications and data and to re-write their
information technology systems entirely in UNIX or NT environments without
conversion, the Company's revenues and future prospects could be materially and
adversely affected.
Concentration of Revenues. A significant portion of the Company's revenues
have been derived from substantial orders placed by a small number of customers.
As a result, the Company's revenues have been concentrated among a relatively
small number of customers. In fiscal 1997, one customer accounted for 13% of the
Company's revenues, and in fiscal 1996 revenues from the Company's three largest
customers amounted to 41% of the Company's total revenues. The Company expects
that it will continue to be dependent upon a limited number of customers for
significant portions of its revenues in future periods. Generally, the Company
is hired for a specific project that will be completed within a fixed period of
time. Once a project has been completed, customers generally will not require
significant services in the future. However, during particular periods, certain
customers may be significant. There can be no assurance that revenues from
customers that accounted for significant revenues in past periods, individually
or as a group, will continue or, if continued, will reach or exceed historical
levels in any future period. The Company's operating results may in the future
be subject to substantial period-to-period fluctuations as a consequence of such
customer concentration.
Ability to Respond to Technological Change. The Company's future success
will depend significantly on its ability to enhance its current products and
develop or acquire and market new products which keep pace with technological
developments and evolving industry standards as well as respond to changes in
customer needs. There can be no assurance that the Company will be successful in
developing or acquiring product enhancements or new products to address changing
technologies and customer requirements adequately, that it can introduce such
products on a timely basis or that any such products or enhancements will be
successful in the marketplace. The Company's delay or failure to develop or
acquire technological improvements or to adapt its products to technological
change would have a material adverse effect on the Company's business, results
of operations and financial condition.
Dependence Upon Proprietary Technology; Intellectual Property Rights. The
Company relies primarily on a combination of copyright, trademark and trade
secret laws, employee and third party disclosure agreements, license agreements
and other intellectual property protection methods to protect its proprietary
rights. The Company's proprietary software products are generally licensed to
customers on a "right to use" basis pursuant to a perpetual, nontransferable
license that generally restricts use to the customer's internal purposes and to
a specific computer platform that has been assigned a "key code." However, it
may be possible for unauthorized third parties to copy or reverse engineer
certain portions of the Company's products or obtain and use information the
Company regards as proprietary. The Company currently has no patents and
existing trade secret and copyright laws provide only limited protection. The
Company's competitive position and operations may be adversely affected by
unauthorized use of its proprietary information, and there can be no assurance
that the protections put in place by the Company will be adequate.
There can be no assurance that third parties will not assert
infringement or other claims against the Company with respect to any existing or
future products, or that licenses would be available if any Company technology
6
were successfully challenged by a third party, or if it became desirable to use
any third-party technology to enhance the Company's products. Litigation to
protect the Company's proprietary information or to determine the validity of
any third-party claims could result in significant expense to the Company and
divert the efforts of the Company's technical and management personnel, whether
or not such litigation is determined in favor of the Company.
Competition. The market for the Company's products and services is
competitive and subject to rapid change. There can be no assurance that
competitors will not develop products or alternative technologies that: (i) are
superior to the Company's products; (ii) achieve greater market acceptance; or
(iii) make the Company's products obsolete. Further, there can be no assurance
that the Company will be able to compete successfully with its present or
potential competition, or that competition will not have a material adverse
effect on the Company's results of operations and financial condition.
Possible Volatility of Stock Price; Dividend Policy. The market price of
the Company's Common Stock could be subject to significant fluctuations in
response to variations in actual and anticipated quarterly operating results,
changes in earnings estimates by analysts, announcements of new products or
technological innovations by the Company or its competitors, and other events or
factors. In addition, the stocks of many technology companies have experienced
extreme price and volume fluctuations that have often been unrelated to the
companies' operating performance. The Company does not intend to pay any cash
dividends on its Common Stock in the foreseeable future.
Control by Management. The officers, directors and key employees of the
Company own approximately 17.5% % of the outstanding shares of Common Stock and,
if they exercise all of the options and warrants that they currently hold, they
will own approximately 20.1% of the Company's outstanding shares of Common
Stock. Due to their stock ownership, the officers, directors and key employees
may be in a position to elect the Board of Directors and, therefore, to control
the business and affairs of the Company, including certain significant corporate
actions such as acquisitions, the sale or purchase of assets and the issuance
and sale of the Company's securities.
Shares Eligible for Future Sale. As of July 31, 1997, the Company had
reserved 385,000 shares of Common Stock for issuance upon exercise of options
which have been or may be granted pursuant to its stock option plans ("Plan
Options"), and 1,140,000 shares for issuance upon the exercise of warrants and
options by Thomas V. Geimer at an exercise price of $0.24 per share. An
aggregate of 335,000 of the Plan Options are exercisable at $0.36 per share, and
the remaining 50,000 Plan Options which are currently outstanding are
exercisable at $7.25 per share. In October, Mr. Geimer exercised his options and
warrants and simultaneously contributed 1,129,110 shares to a Rabbi Trust for
the benefit of Thomas V. Geimer. Under the terms of the Rabbi Trust these shares
will be held in the trust, and carried as treasury stock by the Company. The
Rabbi Trust provides that upon Mr. Geimer's death, disability, or termination of
his employment the shares will be released ratably over the subsequent ten (10)
years, unless the Board of Directors determines otherwise. Sales of Common Stock
underlying Plan Options or shares released by the Rabbi Trust to Mr. Geimer may
adversely affect the price of the Common Stock.
Important Factors related to Forward-Looking Statements and Associated
Risks. This Prospectus contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, and the Company intends that such
forward-looking statements be subject to the safe harbors created thereby. These
forward-looking statements include the plans and objectives of management for
future operations, including plans and objectives relating to the products and
7
future economic performance of the Company. The forward-looking statements
included herein are based on current expectations that involve a number of risks
and uncertainties. These forward-looking statements are based on assumptions
that the Company will continue to provide services and develop, market and ship
products on a timely basis, that competitive conditions within the software
industry will not change materially or adversely, that demand for the Company's
products and services will remain strong, that the Company will retain existing
independent sales representatives and key management personnel, that the
Company's forecasts will accurately anticipate market demand and that there will
be no material adverse change in the Company's operations or business.
Assumptions relating to the foregoing involve judgments with respect to, among
other things, future economic, competitive and market conditions and future
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. Although the
Company believes that the assumptions underlying the forward-looking statements
are reasonable, any of the assumptions could prove inaccurate and, therefore,
there can be no assurance that the results contemplated in forward-looking
information will be realized. In addition, the business and operation of the
Company are subject to substantial risks which increase the uncertainty inherent
in such forward-looking statements. In light of the significant uncertainties
inherent in the forward-looking information included herein, the inclusion of
such information should not be regarded as a representation by the Company or
any other person that the objectives or plans of the Company will be achieved.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares offered hereby. Upon exercise of the Warrants, the Company will receive
net proceeds of approximately $289,800 . Such proceeds will be used as working
capital and for general corporate purposes. Net proceeds not immediately
required will be invested principally in U.S. government securities, short-term
certificates of deposit, money market funds or other short-term,
interest-bearing securities.
PRICE RANGE OF COMMON STOCK
Since November 19, 1996, the Company's Common Stock has traded on the
Nasdaq National Market under the symbol "ACLY." Prior to that date, the Common
Stock was traded in the over-the-counter market on the Nasdaq Electronic
Bulletin Board. On January 2, 1998, the last sale price of the Common Stock was
$26.125 per share.
The table set forth below presents the range, on a quarterly basis, of high
and low bid prices per share of Common Stock as reported by the National
Quotation Bureau, Inc. The quotations represent prices between dealers and do
not include retail markup, markdown or commissions and may not necessarily
represent actual transactions. The prices for the quarters ended after October
31, 1996, present high and low sale prices as reported by Nasdaq.
Quarter Ended High Low
- ------------- ---- ---
Fiscal 1996
October 31, 1995(1) .56 .48
January 31, 1996(1) .64 .44
April 30, 1996(1) 1.50 .80
July 31, 1996(1) 4.00 1.40
Fiscal 1997
October 31, 1996(1) 10.125 3.75
January 31, 1997 30-5/8 7-1/4
April 30, 1997 17-3/8 11-1/4
July 31, 1997 18 12-1/4
Fiscal 1998
October 31, 1997 24-5/8 12
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(1) These prices have been adjusted to reflect the one-for-four reverse
stock split that was effected at the close of business on November 18, 1996.
8
The Company had approximately 108 shareholders of record as of July 31,
1997, which does not include shareholders whose shares are held in street or
nominee names. Management of the Company believes that there are over 600
beneficial owners of its Common Stock.
DIVIDEND POLICY
The Company has never declared or paid cash dividends on its Common Stock.
The Company plans to retain all future earnings (if any) for use in its business
and, therefore, does not anticipate paying any cash or stock dividends in the
foreseeable future. Any payment of cash dividends in the future will be
dependent upon the Company's financial condition and results of operations, as
well as other factors that the Board of Directors deems relevant.
SELLING SHAREHOLDERS
The following table sets forth the number of Shares to be owned by each of
the Selling Shareholders upon full exercise of the Representative's Warrants,
and the number of Shares to be sold. The Company has been advised that the
Selling Shareholders have sole voting and investment power with respect to all
of the Shares listed opposite their name.
Amount Of Beneficial Ownership
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Number of Shares
Name No. Of Shares % Of Class Being Offered
- ---- ------------- ---------- -------------
Jan E. Helen 13,600 * 13,500
Alan Angelich 6,100 * 6,100
Linda Walseth 4,900 * 4,900
Ted Henderson 3,000 * 3,000
George Levi 3,000 * 3,000
Mark Buben 1,000 * 1,000
Janco Partners, Inc. 3,000 * 3,000
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* Less than 1%
9
PLAN OF DISTRIBUTION
The Selling Shareholders have advised the Company that they intend to sell
the Shares offered as principals for their own accounts. The Shares will be sold
from time to time in the over-the-counter market, in privately negotiated sales
or on other markets. The Registration Statement of which this Prospectus forms a
part must be current at any time during which the Selling Shareholders sell
Shares. The Company has agreed that it shall maintain a current Registration
Statement for nine months following the date of this Prospectus to enable the
Selling Shareholders to sell their Shares. Any securities sold in brokerage
transactions will likely involve customary broker's commissions which are
payable by the Selling Shareholders. The Company will not receive any proceeds
from the sale of Shares by the Selling Shareholders.
DESCRIPTION OF CAPITAL STOCK
Common Stock
The Company's Amended Articles of Incorporation authorize the issuance of
11,000,000 shares of Common Stock with no par value. Each record holder of
Common Stock is entitled to one vote for each share held on all matters properly
submitted to the stockholders for their vote. Cumulative voting for the election
of directors is not permitted by the Articles of Incorporation.
At October 31, 1997, the Company had 7,832,507 shares of Common Stock
issued and outstanding, including 1,129,110 shares which were acquired by Mr.
Geimer upon exercise of his warrants and options on October 14, 1997 and
simultaneously contributed to a Rabbi Trust. Holders of outstanding shares of
Common Stock are entitled to those dividends declared by the Board of Directors
out of legally available funds; and, in the event of liquidation, dissolution or
winding up of the affairs of the Company, holders are entitled to receive,
ratably, the net assets of the Company available to stockholders after
distribution is made to the preferred stockholders, if any, who are given
preferred rights upon liquidation. Holders of outstanding shares of Common Stock
have no preemptive, conversion or redemptive rights. All of the issued and
outstanding shares of Common Stock are, and all unissued shares when offered and
sold will be, duly authorized, validly issued, fully paid and nonassessable. To
the extent that additional shares of the Company's Common Stock are issued, the
relative interests of then existing stockholders may be diluted.
Outstanding Warrants and Registration Rights
As of July 31, 1997, 34,500 Representative's Warrants were outstanding to
purchase an aggregate of 34,500 shares of Common Stock at $8.40 per share. The
Representative's Warrants are exercisable through December 2001. The Shares
underlying the Representative's Warrants are being registered on the
Registration Statement of which this Prospectus forms a part. All fees, costs
and expenses of such registration, with the exception of underwriting discounts
and commissions, will be borne by the Company.
Transfer Agent
American Securities Transfer, Inc., 938 Quail Street, Suite 101, Lakewood,
Colorado 80215, serves as the transfer agent and registrar for the Company's
Common Stock.
10
LEGAL MATTERS
The Company has been represented, and the legality of the securities being
offered hereby has been passed upon, by Schlueter & Associates, P.C., 1050 17th
Street, Suite 1700, Denver, Colorado 80265.
EXPERTS
The financial statements incorporated in this Prospectus by reference from
the Company's Annual Report on Form 10-KSB for the year ended July 31, 1997,
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report incorporated herein by reference, and have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
11
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED 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 OR THE SELLING SHAREHOLDERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.
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TABLE OF CONTENTS
PAGE
----
Available Information ................................................... 2
Incorporation of Certain Documents by Reference ......................... 2
Prospectus Summary ...................................................... 3
Risk Factors ............................................................ 5
Use of Proceeds ......................................................... 8
Price Range of Common Stock ............................................. 8
Dividend Policy ......................................................... 9
Selling Shareholders .................................................... 9
Plan of Distribution .................................................... 10
Description of Capital Stock ............................................ 10
Legal Matters ........................................................... 11
Experts ................................................................. 11
34,500 SHARES
ACCELR8 TECHNOLOGY CORPORATION
COMMON STOCK
-------------------------------------
PROSPECTUS
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January 5, 1998