As filed with the Securities and Exchange Commission on November 4, 1996
Registration No. 33-60296
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- --------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Globalink, Inc.
(Name of small business issuer in its charter)
Delaware 7372 54-1473222
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation organization) Classification Code Number) Identification No.)
Globalink, Inc.
9302 Lee Highway Globalink, Inc.
12th Floor 9302 Lee Highway.
Fairfax, VA 22031 12th Floor
703-273-5600 Fairfax, VA 22031
- ------------------------------ ----------------------------------
(Address and Telephone Number (Address of Principal Place of Business)
of Principal Executive Offices)
-----------------------
Mr. Harry E. Hagerty, Jr.
Globalink, Inc.
9302 Lee Highway, 12th Floor
Fairfax, VA 22031
703-273-5600
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(Name, address and telephone number
of agent for service)
-----------------------
With copies of communication to:
John S. Stoppelman, Esq.
The Stoppelman Law Firm
1749 Old Meadow Road
McLean, VA 22102
703-827-7450
Approximate date of the proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective
-----------------------
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[ ]
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]
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CALCULATION OF REGISTRATION FEE
(For calculation of the $1,158 registration fee, see table on following page)
-----------------------
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
================================= ============= ================== =================== ==================
Proposed Proposed maximum
Title of each class of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered(3) price per Share(2) price registration fee
- --------------------------------- ------------- ------------------ ------------------ -----------------
Prepaid Warrants - - - -
- --------------------------------- ------------- ------------------ ------------------ -----------------
Common Stock, $.01 par value 585,000 $5.25 $3,071,250 $1,060
underlying prepaid Warrants (1)
- --------------------------------- ------------- ------------------ ------------------ -----------------
Common Stock Purchase Warrants - - - -
- --------------------------------- ------------- ------------------ ------------------ -----------------
Common Stock underlying Common 53,613 5.25 281,469 98
Stock Purchase
Warrants (1)
- --------------------------------- ------------- ------------------ ------------------ -----------------
Total 638,613 $3,352,719 $1,158
================================= ============= ================== =================== =================
(1) To be sold by Selling Securityholders.
(2) Estimated solely for the purpose of determining the Registration Fee.
Calculated pursuant to Rule 457.
(3) In accordance with Rule 416 under the Securities Act of 1933, as amended,
this Registration Statement also covers such indeterminate number of
additional shares of Common Stock as may become issuable upon exercise of
the Warrants to prevent dilution resulting from stock splits, stock
dividends or similar transactions or by reason of changes in the exercise
price of the Warrants in accordance with the respective terms thereof.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
Globalink, Inc.
------------------
Cross-Reference Sheet Showing Location in Prospectus
of Information Required by Items of Form S-3
------------------
Form S-3 Registration Statement Item and Heading Location in Prospectus
Front of Registration Statement and
Outside Front Cover of Prospectus ........ Forepart of the Registration Statement;
Outside Front Cover Page of Prospectus;
Additional Information
Inside Front and Outside Back Cover Pages
of Prospectus ............................ Inside Front and Outside Back Cover Pages
of Prospectus; Available Information;
Incorporation of Certain Documents by
Reference
Summary Information and Risk Factors ..... Prospectus Summary; Risk Factors
Use of Proceeds .......................... Prospectus Summary; Use of Proceeds
Determination of Offering Price .......... Outside Front Cover Page of Prospectus;
Determination of Offering Price
Dilution ................................. Risk Factors - Dilution to Public;
Dilution
Selling Security Holders ................. Selling Securityholders and Plan of
Distribution
Plan of Distribution ..................... Selling Securityholders and Plan of
Distribution
Litigation ............................... Litigation
Description of Securities ................ Front Cover Page; Prospectus Summary;
Description of Securities
Legal Matters ............................ Legal Matters
Experts .................................. Experts
Interests of Named Experts and Counsel ... Not Applicable
Change in or Disagreement with
Accountants ..................... Not Applicable
PRELIMINARY PROSPECTUS DATED NOVEMBER 4, 1996
SUBJECT TO COMPLETION
GLOBALINK, INC.
638,613 Shares of Common Stock
This Prospectus relates to the offer and sale by certain persons (the
"Selling Securityholders") of up to 638,613 shares of Common Stock (the "Common
Stock") of Globalink, Inc. (the "Company"). The Common Stock was offered in a
private placement completed in October 1996. The Company received proceeds of
$1,500,000 in the private placement, but will not receive any of the proceeds of
the sale of such shares of Common Stock in this Offering. The Company will
receive proceeds of the exercise of the 53,613 Common Stock purchase warrants by
the Selling Securityholders. The Company has agreed to indemnify the Selling
Securityholders against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, or to contribute to payments which these
Selling Securityholders may be required to make in respect thereof. See "Selling
Securityholders and Plan of Distribution" and "Description of Securities."
SEE "RISK FACTORS" FOR CERTAIN CONSIDERATIONS RELEVANT TO AN INVESTMENT
IN THESE SECURITIES.
------------------
The shares of Common Stock of the issuer are listed on the American
Stock Exchange under the symbol "GNK."
The Company has agreed to pay all of the expenses in connection with
the registration and sale of the Common Stock being offered by the Selling
Securityholders (other than brokerage commissions and fees).
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH
DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY INVESTORS
WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT. SEE "RISK FACTORS".
------------------
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.
------------------
Price Discounts Proceeds
to and to
Public Commissions Company (1)
- ---------------- -------------- ------------------ ---------------------------
Per Share $ 5.25 $ - $5.25
Total $3,352,718 $ - $3,352,718
- ---------------- -------------- ------------------ ---------------------------
(1) Before deducting expenses estimated at $22,000 (approximately $.04 per
share sold by the Company).
------------------
The Common Stock was offered by the Company on a best efforts basis,
pursuant to the exemption from registration provided by the Securities Act of
1933, as amended, and Rule 506 as promulgated thereunder.
The date of this Prospectus is _____________, 1996
AVAILABLE INFORMATION
The small business issuer is a reporting company under Section 13 of
the Securities and Exchange Act of 1934 (the "Exchange Act").
The reports and other information filed by the small business issuer
may be inspected and copied at the public reference facilities of the Commission
at 450 Fifth Street, N.W. in Washington, D.C. 20549. Copies may be obtained at
the prescribed rates from the Public Reference Section of the SEC at its
principal office in Washington, D.C. Statements contained in this Prospectus as
to the contents of any contract or other document referred to are not
necessarily complete, and, in each instance, reference is made to the copy of
such contract or other document filed as an exhibit to the registration
statement, each such statement being qualified in all respects by such
reference.
The securities of the issuer are listed on the American Stock Exchange
under the symbol "GNK." The reports and other information concerning the issuer
can be inspected at the American Stock Exchange, Inc. at 86 Trinity Place, New
York, NY 10006-1881 under conditions and at rates prescribed by the American
Stock Exchange.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission and
the National Association of Securities Dealers are incorporated herein by
reference.
(a) Annual Report on Form 10-KSB for the fiscal year ended December 31,
1995;
(b) Current Report on Form 8-K as filed on March 28, 1996;
(c) Quarterly Report on Form 10-QSB for the quarter ended March 31, 1996;
(d) Quarterly Report on Form 10-QSB for the quarter ended June 30, 1996;
(e) Proxy Statement on Schedule 14A as filed on October 30, 1996;
(f) The description of the Company's Common Stock as contained in the
Company's Form 8-A dated July 19, 1993.
All reports and other documents filed by the Company pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Securities Act"), subsequent to the date of this Prospectus and
prior to the termination of the offering made by the Prospectus shall be deemed
to be incorporated by reference herein. Any statement contained in a document
incorporated or deemed to be 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 or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company undertakes to provide without charge to each person to whom
a Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the information incorporated by reference in this Prospectus,
other than exhibits to such information. Requests for such copies should be
directed to John S. Stoppelman, The Stoppelman Law Firm, 1749 Old Meadow Road,
Suite 610, McLean, VA 22102 (telephone: 703-827-7450).
2
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS, INCLUDING NOTES THERETO, APPEARING
ELSEWHERE IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE THEREIN. EACH
PROSPECTIVE INVESTOR IS URGED TO READ THIS PROSPECTUS IN ITS ENTIRETY. UNLESS
OTHERWISE INDICATED ALL PER SHARE DATA AND INFORMATION IN THIS PROSPECTUS
RELATING TO THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING ASSUMES NO EXERCISE
OF THE OUTSTANDING OPTIONS TO PURCHASE AN AGGREGATE OF 1,490,324 SHARES OF
COMMON STOCK.
THE COMPANY
THE COMPANY
Globalink Inc. ("Globalink" or "the Company") designs, develops, markets, and
supports translation software products and services. With its mixture of machine
translation products and professional translation services, Globalink meets the
translation needs of corporations, government agencies, large organizations,
students, educators and small businesses. The Company currently markets
bi-directional software for creating draft translations between English and
Spanish, French, German and Italian. The Company continues to develop new
generations of the core translation technology while also bringing new
applications of that technology to market, providing advanced and affordable
translation software for its customers.
The Company also offers professional translation services through its worldwide
network of over two thousand preferred translators. Some of the materials
routinely translated include: Web Sites, software user guides, technical
manuals, proposals, legal contracts, business correspondence, advertising and
marketing materials, newsletters, employee handbooks, and more. These services
are focused on translating documents in a time sensitive production environment
designed to meet the needs of the domestic and intentional client base.
On November 22, 1994, a special meeting was held in which the shareholders
approved a Stock Purchase Agreement and Plan of Reorganization, dated as of
August 10, 1994 (the "Acquisition Agreement"), among Globalink, MicroTac
Software, Inc., a California corporation ("MicroTac"), Michael E. Tacelosky, the
sole shareholder of MicroTac, and five employees of MicroTac, providing that
Globalink acquire all of the outstanding shares of capital stock of MicroTac
(the "Acquisition"). Globalink's shareholders approved the Acquisition and under
the Acquisition Agreement all issued and outstanding shares of the capital stock
of MicroTac were exchanged solely for 880,000 shares of the voting Common Stock
of Globalink.
On December 22, 1994, the closing of the Acquisition was completed at
Globalink's headquarters in Fairfax. MicroTac was also a marketer of foreign
language translation software. The combination of the businesses created a
complementary product line that has enabled Globalink to offer a wide variety of
translation tools that meet the price and functionality requirements of each
segment of the market: education, consumer, home, office, business and
professional.
BACKGROUND
As the global economy has continued to expand, the need for shared information
has been increasing rapidly. Machine translation, also known as "MT," which is
the process of converting text from one language to another with a computer, has
become an increasingly important technology. Most translations are still
performed by non- computer assisted individuals although computers can now take
on much of the drudgery of this slow and laborious process.
The introduction of powerful new personal computers and workstations has allowed
the development of PC-based MT functions that had previously been mainframe
dependent. The widespread acceptance and extreme price competition of personal
computers has rapidly increased demand for low-cost PC-based MT software.
3
MACHINE TRANSLATION (MT) TECHNOLOGY
MT is one of the earlier applications of natural-language processing. Unlike
software that merely looks up words in a dictionary, MT grammatically analyzes
the original language text (the Source Language) and automatically generates
corresponding text in the Target Language desired. The input to the computer is
the text of the Source Language. The output is the text of the Target Language
which may be displayed on-screen or printed (with or without the corresponding
Source Language text).
GLOBALINK'S PRODUCTS -- CORE TECHNOLOGY
Globalink translation software, The Language Assistant Series(TM), Power
Translator(R), Power Translator(TM) Professional and the newest products, Web
Translator(TM), and Telegraph(R), provide high-speed, computer-assisted draft
translations for a wide range of applications. When used with customized Subject
Dictionaries, Globalink translation software will create acceptable draft
translations of scientific, technical, or commercial texts. The texts must be
clearly written in the Source Language and use grammatically correct,
declarative sentences. The Company's software is not intended for use in
translating literary works or poetry.
The Globalink approach is based fundamentally on linguistic and machine
translation algorithms. The language the user is translating from is the Source
Language. The language the user is translating into is the Target Language. For
example, if one has a German text to be translated into English, German would be
the Source Language and English the Target Language.
The translation dictionaries are on-line lexical databases, or "lexicons." They
list, in alphabetical order, terms in the Source Language with their appropriate
translation in the Target Language. Globalink uses the following types of
dictionaries:
1. General Dictionaries
2. User Dictionaries
3. Subject Dictionaries (optional)
The General Dictionaries are read-only dictionaries containing general terms.
The User Dictionary contains all terms that are added or modified by the user.
Customizing the General Dictionary actually means building the User Dictionary.
Subject Dictionaries are optional add-ons to the system which provide end users
with terminology related to a specific industry.
All dictionaries include Single Word Dictionaries and Semantic Unit Dictionaries
for both Source and Target Languages. The Single Word dictionaries contain
single words. The Semantic Unit Dictionaries are phrase dictionaries. A semantic
unit is a lexical unit of more than one word which has a translation that
differs from the literal translation of the constituent works. For example, the
translation of the phrase "bull market" is different from the translation of the
words "bull" and "market."
The translation program translates the original text into the selected language,
utilizing the machine translation dictionaries as lexical databases. Users may
translate a document stored in ASCII (American Standard Code for Information
Interchange) file in batch mode, or sentence-by-sentence in interactive mode.
The Power Translator Professional in the Windows(TM) platform accepts and
retains the formatting of 30 major word processors including Microsoft Word(R),
WordPerfect(R), and Lotus AmiPro(R). The Language Assistant Series in the
Windows version also preserves Microsoft Word, WordPerfect, Lotus AmiPro, and
RTF formats, so the user can quickly translate existing documents. Telegraph and
Power Translator Deluxe also support word processing formats. In addition, The
Language Assistant Series and Telegraph allow you to work with the program from
within your word processor (Word for Windows). Similarly, Web Translator lets
you translate Web pages from within the browser.
The translation programs have several features that contribute to their
user-friendly characteristics and to enhanced translation quality. End users can
add new terms to the General Dictionary or modify existing terms. They can also
develop special Subject Dictionaries or purchase them from Globalink. The
translated text can be displayed in a horizontal or vertical split screen. The
Source Language and translations can be edited on-screen.
4
During the edit process, end users have access to alternative translations for
terms that have been translated or access to synonyms for terms in the Source
Language that would result in more accurate translations.
There are Translation Algorithms that will do multiple translations of a word in
a sentence based on parts of speech (noun, verb, adjective). Some other
translation features include: component analysis of German compound nouns, the
disambiguation of terms with multiple parts of speech, automatic inflection of
semantic units, and other automatic grammatical functions.
The software products contain a special reference component that will display
parts of speech, translations and other grammatical information for any term in
the dictionary.
MARKET STRATEGY
Globalink's objective is to become the world's leading provider of translation
solutions. The Company's target market areas are professional, governmental,
educational, industry, and consumer mass markets. Globalink translation software
products are designed to emphasize quality translation, adaptability to the end
user, standardized hardware, and affordability, thus creating mass marketing
potential.
Current Globalink products and others under development are available on a wide
variety of computer platforms including IBM PCs and compatibles under Windows
and Macintosh(R). The products are designed for high productivity translation or
for rapid, short translations. The Company's products are priced for high-end
professional users as well as for general consumers. The Company plans to
continue to broaden its product offerings with more language pairs and
enhancements to its existing products.
The Company sells its products and services primarily through worldwide
non-exclusive distributor/dealer channels. All distributors have agreed to
purchase inventory of products upon execution of their respective distributor
agreements. The Company is broadening its distribution through expansion of its
distribution/dealer channels, direct sales efforts nationally, original
equipment manufacturer agreements (OEM) and extensive promotional programs.
NEW PRODUCTS
During 1996, Globalink introduced an array of new products and services
for both the general market as well as specific market areas.
WEB TRANSLATOR - In March 1996 the Company introduced WEB TRANSLATOR
which will allow users to visit Web sites in French, German or Spanish
and translate them into English . The site maintains its look and all
the hotlinks, only now you can read a draft-quality English
translation. It will also translate English pages into French, German
or Spanish. WEB TRANSLATOR works with Netscape Navigator and translates
while on-line so there is no need to exit your browser. The Internet
links people and information from around the globe, and Globalink's Web
Translator will let customers experience more of the information super
highway.
TELEGRAPH - The Company introduced TELEGRAPH which is its newest and
most advanced product in March 1996. TELEGRAPH represents translation
technology designed to take full advantage of 32-bit operating systems,
such as Windows 95 and Windows NT. The program's extraordinary
flexibility allows it to be customized to highly specific needs.
TELEGRAPH incorporates an exclusive Globalink technology --
BARCELONA(TM). More than two years in development, BARCELONA marks a
breakthrough in translation software. This open system allows linguists
and translators to add to the rule sets without any knowledge of
software programming. The result is a new degree of precision
previously unattainable in machine translation software systems. The
technology also makes it a good platform for future growth, allowing
for development to improve on a rapid basis in coming years.
TELEGRAPH is designed for business applications and gives companies
in-house access to draft-quality
5
translations in French, German, Spanish, Italian or English. TELEGRAPH
can be implemented in a network environment, in e-mail, or in any other
corporate communications application. It helps individuals translate
information from their computer and saves companies money by reducing
the amount of information that will be sent out for translation.
TRANSLATE DIRECT - The Company introduced TRANSLATE DIRECT which allows
a customer to submit files for translation to the Company directly from
their computer and receive high-quality translations in a quick
turnaround environment. Users with modem-equipped computers can send
translation tasks to the Company via ordinary dial-up connections or
Internet. The time and opportunity cost associated with managing
translations are no longer a problem. The customer simply chooses the
service level that matches the project, budget and deadline and
Globalink does the rest. TRANSLATE DIRECT gives the option of
professional translations or draft-quality machine translation.
Automated translations are provided to and from English and Spanish,
French, German and Italian.
TRANSLATE DIRECT MANAGEMENT SYSTEM - The Company has introduced
TRANSLATE DIRECT MANAGEMENT SYSTEM which gives corporations and other
organizations the ability to manage their own translation bureau for
maximum efficiency. Using a dedicated on-site server and Globalink
software, they can manage their own translation bureau through direct
on-line access to their translators and gain unprecedented control over
all translation activities.
DISTRIBUTORS
The Company currently has a number of worldwide distributors who are major
players typical of the type engaged by the world's significant software
manufacturers. These include the larger international distributors such as
Ingram Micro, Merisel and TechData. In less developed parts of the world the
Company uses regional or local distributors. In parts of Europe and South
America the Company uses agents to represent its interests.
PRODUCT DEVELOPMENT
Since inception, the Company has made substantial investments in product
development. To date, the Company's products have been developed by its internal
product development staff and independent contractors. The Company believes that
timely development of new products and enhancements to existing products is
essential to maintaining a competitive position in the market.
The Company currently has a staff of twenty-five (25) development personnel
located in the Research and Development facility in San Diego, California. The
Company is focusing its development efforts in two areas: first, in the
development of algorithms to improve the translation quality and second, in the
incorporation of Microsoft's OLE standard so that users can integrate the
Company's products with other software packages.
COMPETITION
Competition in the PC software industry in general is intense and includes not
only competition between similar product companies but all PC software companies
for shelf space in general. Thus the Company's competitors include not only
other companies who produce and market machine translation products but
virtually all software who complete for shelf space in computer software
retailers.
Within the software industry, several manufacturers have made public statements
of their intent to produce or market machine translation products. These
companies include Microsoft, Novell (via WordPerfect) and IBM. Among direct PC
software competitors there are a dozen or more companies who market machine
translation software products that compete either in the mini computer
marketplace or in the PC marketplace on a limited language basis (i.e.
Spanish-English only).
Although some of these mainframe and mini computer-based MT software vendors
have announced their intent to market PC versions of their software, the Company
does not believe that they pose a serious threat to the Company's dominance.
6
With the acquisition of MicroTac, Globalink holds a dominant position in the
retail marketplace for machine translation software. The Company believes it has
successfully pioneered and dominated an emerging software industry segment to
date and can continue to do so as long as it continues to generate new and
advanced products.
In order to be successful in the future, the Company must continue to respond
promptly and effectively to all challenges of technological and marketing
capabilities any competitor may offer. The Company's performance will continue
to depend on its ability to innovate, as well as maintain and solicit quality
people in technical, sales and management positions. The Company will continue
to seek out and recruit the most capable and experienced staff in order to
maintain its competitive superiority.
INTELLECTUAL PROPERTY, PROPRIETARY RIGHTS, LICENSES AND SOFTWARE PROTECTION
The Company regards certain features of its internal operations, software and
documentation as proprietary, and relies on a combination of contract,
copyright, trademark and trade secret laws and other measures to protect this
proprietary information. The Company has no patents, and existing copyright laws
afford only limited protection. The Company believes that, because of the rapid
pace of technological change in the computer software industry, trade secret and
copyright protection are less significant than factors such as the knowledge,
ability and experience of the Company's employees, frequent product enhancements
and the timeliness and quality of support services.
The Company provides its products to end users under non-exclusive, perpetual
term licenses, which generally are nontransferable. The Company generally
licenses its products solely for the customer's internal operations and only on
designated computers. In certain circumstances, the Company makes available
enterprise-wide licenses. The Company does not make source code available as
this may increase the likelihood of misappropriation or other misuse of the
Company's intellectual property.
The Company has registered trademarks in the United States for "GLOBALINK" and
"POWER TRANSLATOR". The Company is in the process of registering the name
"GLOBALINK" in Canada and other major European countries. The use and
registration rights of a trademark holder do not ensure that such holder has
superior rights to others that may have registered or used identical related
marks on related goods or services. The Company believes that copyright
protection, which generally applies whether or not a license agreement exists,
is sufficient to protect the Company's rights regarding its products.
EMPLOYEES
As of December 31, 1995, the Company had ninety (90) full-time and part-time
employees including twenty-five (25) in product development, twenty-four (24) in
marketing and sales, twenty-eight (28) in finance, administration and shipping,
five (5) in customer support, and eight (8) in language services. The Company's
future success will depend on, in part, its ability to continue to attract,
retain and motivate highly qualified technical, marketing and management
personnel. The Company's employees are not represented by any collective
bargaining agreements, and the Company has never experienced a work stoppage.
The Company believes that it has a satisfactory relationship with its employees.
Certain considerations are relevant to an investment in these
securities. See "Risk Factors" for a description of the significant risks
associated with the purchase of these securities.
7
THE OFFERING
Securities Offered 638,613 shares of Common Stock, par value
$.01 per share. See "Description of
Securities."
Common Stock to be
Outstanding after
the Offering(1)(2) 5,680,679 shares
Use of Proceeds The securities registered herein were sold
by the Company in a 1996 private placement
pursuant to the Securities Act of 1933, as
amended and Rule 506 as promulgated
thereunder. The net proceeds of the private
placement will be applied to research and
development ($300,000), enhanced marketing
of new products ($350,000), expansion of
business with corporations and government
($300,000) and general working capital
($550,000). Because the securities
registered herein have been issued
previously by the Company, all proceeds from
any sale of the securities registered
therein will accrue to the current holders
of such securities. The Company will not
receive any further proceeds from any such
sale, but will receive proceeds of the
exercise of the 53,613 Common Stock purchase
warrants by the Selling Securityholders.
Risk Factors The securities offered hereby are
speculative and involve a high degree of
risk and should not be purchased by
investors who cannot afford the loss of
their entire investment. See "Risk Factors."
American Stock
Exchange Symbol Common Stock - GNK
- ----------
(1) Includes approximately 285,714 shares of Common Stock issuable upon the
exercise of Prepaid Warrants and 53,613 shares of Common Stock issuable
upon the exercise of Common Stock purchase warrants issued in a private
placement in October 1996 at an assumed exercise price of $5.25.
(2) Does not include 1,086,850 shares of Common Stock issuable upon the
exercise of stock options held by employees and directors.
8
SUMMARY FINANCIAL INFORMATION
The following selected financial data as of December 31, 1995 and
December 31, 1994 and the periods then ended is derived from the Company's
audited financial statements. The following data should be read in conjunction
with the financial statements of the Company, including the notes thereto.
STATEMENT OF OPERATIONS DATA:
In thousands
- ------------
Year Ended Year Ended Six Months Ended
December 31, December 31, June 30, 1996
1995 1994 (Unaudited)
------------ ------------ --------------
Net Revenue................................. $ 17,605 $ 17,315 $ 7,755
Costs and expenses........................... 18,807 19,790 7,633
Interest income (expense).................... 108 153 -
Net earnings (loss).......................... (1,094) (7,611)(1) 122
Net earnings (loss) per share................ $ (.21) $ (1.55) $ 0.02
Weighted average number of shares............ 5,293 4,911 5,370
BALANCE SHEET DATA:
June 30, 1996
Actual
----------------
Cash and marketable securities.......................... $ 1,135
Total assets............................................ 12,700
Total liabilities ...................................... 3,796
Stockholders' equity .................................. 8,904
(1) Net loss for 1994 includes 5,289,000 of acquisition costs related to the
MicroTac Acquisition.
9
RISK FACTORS
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF
RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR
ENTIRE INVESTMENT. EACH PROSPECTIVE INVESTOR SHOULD CAREFULLY CONSIDER THE
FOLLOWING RISK FACTORS INHERENT IN AND AFFECTING THE BUSINESS OF THE COMPANY AND
THIS OFFERING BEFORE MAKING AN INVESTMENT DECISION.
RISKS RELATED TO THE COMPANY
LIMITED OPERATING HISTORY
Globalink has experienced significant net operating losses to date
including losses of $1,094,000, and $7,611,000 for the years ended December 31,
1995 and December 31, 1994, respectively. There is no assurance that the Company
will be able to become profitable on a quarterly or annual basis in the future.
POSSIBLE NEED FOR ADDITIONAL FINANCING
The Company intends to meet its working capital needs from a portion of the
proceeds of this offering (the "Offering") and from funds generated from
operations. Although the management of the Company believes that following the
successful completion of this Offering the Company will have sufficient funds to
meet its working capital needs for at least the next twelve months, the Company
could be required to seek additional financing sooner than currently anticipated
or could be required to curtail its activities. There can be no assurance that
any additional financing will be available to the Company on acceptable terms,
or at all.
COMPETITION
There is intense competition in the software industry in general.
Competition in the machine language translation software segment can best be
described as fragmented. There are a number of small companies in the field. No
single company has a dominant position in any particular language pair or any
hardware platform. The Company expects that competition will increase both as
the market matures and as other companies develop products in the machine
translation software field. It is likely that as the market for machine assisted
translations increases, companies with greater financial, technical and
marketing resources may attempt to offer computer-based translation products. If
so, there can be no assurance that the Company will be able to compete
successfully with existing and new competitors. A combination of external and
internal factors could adversely affect the Company's ability to compete. These
include the relative functionality, performance and reliability of the products
offered by the Company and its competitors, the success and timing of new
product development efforts, and the Company's success in attracting and
retaining highly qualified employees. Although the Company believes its products
are competitive with those of its competitors in functionality, performance and
reliability, the Company has no quantitative data, other than the satisfaction
of its customers and distributors, to substantiate such belief. If such
competition was to result in significant price declines, the Company's results
of operations could be adversely affected.
LIMITATIONS OF TRANSLATION SOFTWARE
Computer-assisted translation software is a useful tool and aid to translation,
not a fully automated process replacing human translators. The Company's
translation software has the potential to produce useful draft quality
translations. The source text must be spelled properly, grammatically correct
and in declarative sentences. The software cannot translate, with an acceptable
degree of accuracy, literary works, poetry, or documents with unclear or
ambiguous statements included.
NEW PRODUCTS AND TECHNOLOGICAL CHANGE
The market for software is characterized by rapid change and improvement in
computer hardware and software technology. Globalink's success will depend upon
its ability to enhance its current products, and to introduce new products which
address technological and market developments and satisfy the increasingly
sophisticated needs of customers. Globalink's existing software is Windows
based.
10
SUBCONTRACTORS
The Company uses three vendors to supply most of its inventory. However, it
is not dependent upon any supplier, as none of the suppliers provide an unusual
or specialized service that is unavailable elsewhere in the marketplace. There
are, however, quality control risks associated with reliance on outside
manufacturers.
KEY PERSONNEL; MANAGEMENT OF GROWTH
The Company depends upon its senior management Harry E. Hagerty, Jr., CEO,
James B. Lewis, President, and upon the support of several technical staff such
as Timothy Meekhof. Globalink believes that its future success will depend in
large part upon its ability to attract and retain highly-skilled technical,
managerial and marketing personnel. Competition for software industry personnel
can be intense and the availability of capable linguists and translators may be
limited; thus, their services could be difficult to obtain or replace. 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
conduct its operations successfully.
DEPENDENCE ON SOFTWARE TECHNOLOGY; LACK OF PATENT PROTECTION
The Company's business and business development is heavily dependent upon
its software technology. The Company relies on one or more of contractual
rights, technical measures, trade secrets, and copyright and trademark laws to
establish or protect its proprietary rights in each of the countries in which it
does business. However, the Company does not possess any patents and existing
copyright laws afford only limited protection. There can be no assurance that
the steps taken by the Company to protect its rights will be adequate to deter
misappropriation, or that an independent third party will not develop
functionally equivalent technology. Although the Company does not believe that
it is infringing on the intellectual property rights of others, there can be no
assurance that an infringement claim will not be asserted against the Company in
the future.
EFFECT OF CERTAIN CHARTER AND BYLAW PROVISIONS
Certain provisions of the Company's Certificate of Incorporation and Bylaws
that will be in effect following the closing of the Offering contemplated by
this Prospectus could delay the removal of incumbent directors and could make
more difficult a merger, tender offer or proxy contest involving the Company,
even if such events would be beneficial to the interests of the stockholders.
RISKS RELATED TO THE OFFERING
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this Offering, the Company will have outstanding
5,680,679 shares of Common Stock. Of these shares, the 638,613 shares sold in
this Offering and the approximately 2,817,740 shares previously registered will
be freely tradable. All of the remaining outstanding shares ("Restricted
Shares") were issued by the Company in reliance upon exemptions from the
registration requirements of the 1933 Act and may not be sold unless they are so
registered thereunder or are sold pursuant to an applicable exemption from
registration including Rule 144 which governs the shares of restricted
securities.
Under Rule 144 a stockholder who has beneficially owned Restricted Shares
for at least two (2) years (including persons who may be deemed to be
"affiliates" of the Company under Rule 144) may sell within any three (3) month
period a number of shares that does not exceed the greater of: a) one percent
(1%) of the then outstanding shares of the Company's Common Stock, or b) the
average weekly volume on the NASDAQ during the four (4) calendar weeks preceding
such sale and may only sell such shares through unsolicited brokers'
transactions. A stockholder who is not deemed to have been an "affiliate" of the
Company for at least ninety (90) days and who has beneficially owned his shares
for at least three (3) years would be entitled to sell such shares under Rule
144 without regard to the volume limitations described above.
The Company's common stock is listed on the American Stock Exchange under
the symbol "GNK." Sales of
11
substantial amounts of shares of Common Stock, pursuant to Rule 144 or otherwise
could adversely affect the market price of the Common Stock and make it more
difficult for the Company to sell equity securities in the future at a time and
price which the Company deems appropriate.
AMEX MAINTENANCE REQUIREMENTS; POSSIBLE DELISTING OF SECURITIES FROM AMEX; RISKS
OF LOW-PRICED STOCKS
If the Company is unable to satisfy AMEX's maintenance criteria in the
future, its securities will be subject to being delisted, and trading, if any,
would thereafter be conducted in the over-the-counter market in the so-called
"pink sheets" or the "Electronic Bulletin Board" of the National Association of
Securities Dealers, Inc. ("NASD"). As a consequence of such delisting, an
investor could find it more difficult to dispose of, or to obtain accurate
quotations as to the price of, the Company's securities.
The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure, relating to the market for penny stocks, in connection
with trades in any stock defined as a penny stock. The SEC recently adopted
regulations that generally define a penny stock to be any equity security that
has a market price of less than $5.00 per share, subject to certain exceptions.
Such exceptions include any equity security listed on AMEX and any equity
security issued by an issuer that has (i) net tangible assets of at least
$2,000,000, if such issuer has been in continuous operation for three (3) years,
(ii) net tangible assets of at least $5,000,000, if such issuer has been in
continuous operation for less than three years, or (iii) average annual revenue
of at least $6,000,000 if such issuer has been in continuous operation for less
than three years. Unless an exception is available, the regulations require the
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated therewith.
In addition, if the Company's securities are not quoted on , AMEX, or the
Company does not have $2,000,000 in net tangible assets, trading in the Common
Stock would be covered by Rule 15c2-6 promulgated under the Securities Exchange
Act of 1934, as amended, (the "Exchange Act") for non-NASDAQ and non-exchange
listed securities. Under such rule, broker/dealers who recommend such securities
to persons other than established customers and accredited investors must make a
special written suitability determination for the purchaser and receive the
purchaser's written agreement to a transaction prior to sale. Securities also
are exempt from this rule if the market price is at least $5.00 per share.
Although the Company's Common Stock will, as of the date of this
Prospectus, be outside the definitional scope of a penny stock, as it will be
listed on AMEX, in the event the Common Stock were subsequently to become
characterized as a penny stock, the market liquidity for the Company's
securities could be severely affected. In such an event, the regulations on
penny stocks could limit the ability of broker/dealers to sell the Company's
securities and thus the ability of purchasers of the Company's securities to
sell their securities in the secondary market.
CURRENT PROSPECTUS AND STATE BLUE SKY REGISTRATION REQUIRED TO EXERCISE WARRANTS
Although the Common Stock registered herein will not knowingly be sold to
purchasers in jurisdictions in which they are not registered or otherwise
qualified for sale, purchasers may buy Common Stock in the aftermarket or may
move to jurisdictions in which the shares of Common Stock issuable upon exercise
of the Warrants are not so registered or qualified during the period that the
Warrants are exercisable. In this event, the Company would be unable to issue
shares to those persons desiring to exercise their Warrants unless and until the
shares could be registered or qualified for sale in the jurisdictions in which
such purchasers reside, or an exemption to such qualification exists in such
jurisdiction. No assurance can be given as to the ability of the Company to
effect any required registration or qualification of the Common Stock in any
jurisdiction. See "Description of Securities - Common Stock Purchase Warrants."
12
USE OF PROCEEDS
The securities registered herein were sold by the Company in an October
1996 private placement pursuant to the Securities Act of 1933, as amended, and
Rule 506 as promulgated thereunder. In this private placement, the Company sold
three (3) Prepaid Warrants of the Company to The Pangaea Fund Limited, a British
Virgin Islands Corporation, at $500,000 per Prepaid Warrant for total
consideration of $1,500,000. Each Prepaid Warrant is convertible into 1,000
shares of Series A-I Preferred Stock or into Common Stock of the Company with
the number of common shares to be determined by dividing (x) the Exercise Amount
by (y) the lower of (1) the arithmetic average of the Closing Price of the
Common Stock on the five consecutive trading days immediately preceding the
Exercise Date, or (2) the closing bid price on the trading date prior to the
Closing Date. The three Prepaid Warrants may be converted on the ninetieth
(90th), one hundred twentieth (120th) and one hundred fiftieth (150th) day
following the Closing Date, respectively. In no event shall the number of shares
of Common Stock into which the Prepaid Warrants are convertible exceed twenty
percent (20%) of the shares of Common Stock of the Company outstanding as of the
Closing Date. The Pangaea Fund Limited will also receive warrants to purchase
33,613 shares of Common Stock of the Company exercisable at $5.25 per share at
any time after the Closing Date. The Company will receive proceeds of the
exercise of these Common Stock purchase warrants.
In connection with this transaction, Tanner Unman Securities, Inc., the
Placement Agent for the transaction, received warrants to purchase 20,000 shares
of Common Stock of the Company exercisable at $5.25 per share at any time after
the Closing Date.
The net proceeds of the private placement will be applied to research and
development ($300,000), enhanced marketing of new products ($350,000), expansion
of business with corporations and government ($300,000) and general working
capital ($550,000). Because the securities registered herein have been issued
previously by the Company, all proceeds from any sale of the securities
registered therein will accrue to the current holders of such securities. The
Company will not receive proceeds from any such sale.
DIVIDEND POLICY
The Company has not paid any dividends on its Common Stock in the past, and
there can be no assurance that the Company will do so in the future. The Company
anticipates that the earnings which might be generated from operation of the
Company will be used to finance the growth of the Company and that cash
dividends will not be paid on common stock. The Company has not paid any cash
dividends on its Common Stock and does not expect to declare or pay any cash
dividends in the foreseeable future.
DETERMINATION OF OFFERING PRICE
The securities registered pursuant to the attached Form S-3 are quoted on
the American Stock Exchange. The price of any sale of these securities will be
determined pursuant to the these quotations.
The price of the common stock when originally offered in the October 1996
private placement was determined by negotiations between the Company and the
Purchaser. Among the factors considered in the determination was the market
price of the Company's Common Stock, an analysis of the areas of activity in
which the Company was engaged, the then present state of the Company's business,
the Company's financial condition, the Company's prospects, an assessment of
management, the general condition of the securities market at the time of the
offering and the demand for similar securities of comparable companies. The
exercise price of the Common Stock did not then, and may not now, necessarily
bear any relationship to assets, earnings, book value or other criteria of value
applicable to the Company.
13
DILUTION
Because the securities registered herein have previously been issued by the
Company, the purchaser of these shares will not incur any dilution of the net
tangible book value of the shares. However, in the event the Company chooses to
issue additional shares in the future, ownership percentages for existing
stockholders would be diluted, and such dilution could be material.
SELLING SECURITYHOLDERS AND PLAN OF DISTRIBUTION
All of the shares of Common Stock being offered hereby are being sold by
the Selling Securityholders. An aggregate of up to 638,613 shares of Common
Stock may be offered and sold pursuant to this Prospectus by the Selling
Securityholders. The Company has agreed to register such shares under the
Securities Act and to pay all expenses in connection therewith (other than
brokerage commissions and fees). Such shares have been included in the
Registration Statement of which this Prospectus forms a part. None of the
Selling Securityholders beneficially owns 5% or more of the Company's
outstanding Common Stock.
The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of October 25, 1996 assuming the exercise of all
options exercisable on, or within sixty days of, such date, and as adjusted to
give effect to the Offering, by the Selling Securityholders. No Selling
Securityholders have held any position, office, or had any other material
relationship with the Company or any of its predecessors or affiliates within
the last three years.
Before Offering After Offering(1)
--------------- -----------------
Name Fully Diluted Percentage Fully Diluted Percentage
- ---- ------------- ---------- ------------- ----------
Pangaea Fund Limited 319,327 3.00 -- *
Tanner Unman Securities, Inc. 20,000 * -- *
------ ------- -------------- -----------
TOTAL 339,327 * 0 *
======= ======== ============== ============
(1) Assumes all of the Selling Securityholders' shares of Common Stock offered
hereby are sold and no additional shares are acquired.
* Less than one percent (1%) of the outstanding common stock of the Company.
The 339,327 shares of Common Stock being offered by the Selling
Securityholders pursuant to this Prospectus may be offered and sold from time to
time as market conditions permit on the American Stock Exchange, in the
over-the-counter market, or otherwise, at prices and terms then prevailing or at
prices related to the then current market price, or in negotiated transactions.
The Selling Securityholders' shares may be sold by one or more of the following
methods, without limitation: (a) a block trade in which a broker or dealer so
engaged will attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus; and (c) face-to-face transactions between
sellers and purchasers without a broker/dealer. In effecting sales, brokers or
dealers engaged by the Selling Securityholders may arrange for other brokers or
dealers to participate. Such brokers or dealers may receive commissions or
discounts from Selling Securityholders in amounts to be negotiated. Such brokers
and dealers and any other participating brokers and dealers may be deemed to be
"Underwriters" within the meaning of the Securities Act in connection with such
sales.
The Company has agreed to indemnify certain of the Selling Securityholders
against certain liabilities, including certain liabilities under the Securities
Act of 1933, as amended, or to contribute to payments which the Selling
Securityholders may be required to make in respect thereof.
14
DESCRIPTION OF SECURITIES
COMMON STOCK
The authorized capital stock of the Company consists of 20,000,000 shares
of Common Stock, $.01 par value per share. The holders of Common Stock (i) have
equal ratable rights to dividends from funds legally available therefor, when,
as and if declared by the Board of Directors of the Company; (ii) are entitled
to share ratably in all of the assets of the Company available for distribution
to holders of Common Stock upon liquidation, dissolution or winding up of the
affairs of the Company; (iii) do not have preemptive, subscription or conversion
rights and there are no redemption or sinking fund provisions applicable
thereto; and (iv) are entitled to one vote per share on all matters on which
stockholders may vote at all meetings of stockholders. All shares of Common
Stock now outstanding are fully paid and non-assessable, and all shares of
Common Stock included in the Units and underlying the Warrants included in this
Offering, when issued, will be fully paid and non-assessable.
The holders of shares of Common Stock of the Company do not have cumulative
voting rights, which means that the holders of more than fifty-one percent (51%)
of such outstanding shares, voting for the election of Directors, can elect all
of the Directors to be elected, if they so choose and in such event, the holders
of the remaining shares will not be able to elect any of the Company's
Directors.
DELAWARE LAW WITH RESPECT TO BUSINESS COMBINATIONS
The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law, an anti-takeover law. In general, those provisions
prohibit a publicly held Delaware corporation from engaging in a "business
combination" with a person who is an "interested stockholder" for a period of
three (3) years after the date of the transaction in which that person became an
interested stockholder, unless the business combination is approved in a
prescribed manner. A "business combination" includes a merger, asset sale or
other transaction resulting in a financial benefit to the interested
stockholder. An "interested stockholder" is a person who, together with
affiliates, owns (or, within three (3) years prior to the proposed business
combination, did own) fifteen percent (15%) or more of the Delaware
corporation's voting stock.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Company's Units, Common Stock, and
Warrants is American Stock Transfer and Trust Company. Its telephone number is
(212) 936-5100.
DELAWARE LAW WITH RESPECT TO BUSINESS COMBINATIONS
Following the consummation of this offering, the Company will be subject to
the State of Delaware's "business combination" statute, Section 203 of the
Delaware General Corporation Law. In general, such statute prohibits a publicly
held Delaware corporation from engaging in a "business combination" with a
person who is an "interested stockholder" for a period of three years after the
date of the transaction in which that person became an interested stockholder,
unless the business combination is approved in a prescribed manner. A "business
combination" includes a merger, asset sale or other transaction resulting in a
financial benefit to the interested stockholder. An "interested stockholder" is
a person who, together with affiliates, owns (or, within three years prior to
the proposed business combination, did own) 15% or more of the Delaware
corporation's voting stock. The statute could prohibit or delay mergers or other
takeover or change in control attempts with respect to the Company and,
accordingly, may discourage attempts to acquire the Company.
REPORTS TO STOCKHOLDERS
The Company intends to furnish its stockholders with annual reports
containing audited financial statements and such other periodic reports as the
Company may determine to be appropriate or as may be required by law.
15
LITIGATION
The Company is not currently a party to any litigation that it believes
could have a material effect on the Company or its business.
LEGAL MATTERS
The legality of the securities offered hereby will be passed upon for the
Company by The Stoppelman Law Firm, P.C., McLean, Virginia.
EXPERTS
The consolidated financial statements of the Company and its subsidiary for
the year ended December 31, 1995, incorporated by reference in this Prospectus
and Registration Statement have been audited by Grant Thornton, LLP, independent
auditors, as set forth in their report thereon, and are included in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.
16
Until (twenty-five days after the date
of this Prospectus), all dealers effecting
transactions in the registered securities,
whether or not participating in the
distribution thereof, may be required to
deliver a Prospectus. This is in addition to
the obligation of dealers to deliver a
Prospectus when acting as underwriters and 638,613 Shares
with respect to their unsold allotment or
subscriptions.
TABLE OF CONTENTS
Page
----
Available Information ................ 2 GLOBALINK, INC.
Incorporation of Certain Documents 9302 LEE HIGHWAY
by Reference ....................... 2 12TH FLOOR
Summary Prospectus ................... 3 FAIRFAX, VA 22031
The Company .......................... 3 (703) 273-5600
Risk Factors ......................... 10
Use of Proceeds ...................... 13
Dividend Policy ...................... 13
Determination of Offering Price ...... 13
Dilution ............................. 14
Selling Securityholder and Plan
of Distribution .................... 14
Description of Securities ............ 15
Litigation ........................... 16 PROSPECTUS
Legal Matters ........................ 16
Experts .............................. 16
------------------
No dealer, salesman or any other person
has been authorized to give any information
or to make any representations other than
those contained in this Prospectus, and, if
given or made, such information or
representations must not be relied on as
having been authorized by the Company. This
Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy,
by any person in any jurisdiction in which
it is unlawful for such person to make such
offer or solicitation. Neither the delivery __________, 1996
of this Prospectus nor any offer,
solicitation or sale made hereunder, shall
under any circumstances create an
implication that the information herein is
correct as of any time subsequent to the
date of the Prospectus.
17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with this offering are as follows:
SEC Registration...................................... 1,158
Printing Costs*....................................... 7,500
Legal Fees and Expenses*.............................. 10,000
Blue Sky Fees and Expenses*........................... 1,000
Miscellaneous*........................................ 2,342
TOTAL........................................ $22,000
=======
- ----------
* Indicates expenses that have been estimated for the purpose of filing.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Six of the Company's Restated Certificate of Incorporation,
contains the following provision with respect to indemnification of Directors
and Officers:
SIXTH. The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented, indemnify any and all persons
whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matters
referred to in or covered by said section, and the indemnification
provided for herein shall not be deemed exclusive of any other rights
to which those indemnified may be entitled under any By-Law, agreement,
vote of stockholders or disinterested Directors or otherwise, both as
to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has
ceased to be director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.
Section 145 of the General Corporation Law of the State of Delaware
contains provisions entitling directors and officers of the Company to
indemnification from judgments, fines, amounts paid in settlement and reasonable
expenses, including attorney's fees, as the result of an action or proceeding in
which they may be involved by reason of being or having been a director or
officer of the Company provided said officers or directors acted in good faith.
At present, the Company is not aware of any pending or threatened
litigation or proceeding involving a director, officer, employee or agent of the
Company in which indemnification would be required or permitted. The Company
believes that its charter provisions and indemnification agreements are
necessary to attract and retain qualified persons as directors and officers.
II-1
ITEM 16. LIST OF EXHIBITS
Exhibit
Page No. Description of Exhibit
- -------- ----------------------
3.01 Restated Certificate of Incorporation(1)
3.02 Certificate of Amendment of Certificate of Incorporation(2)
3.03 Restated By-Laws(1)
5 Opinion of The Stoppelman Law Firm, P.C. on legality of securities being registered
10.02 Stock Purchase Agreement, dated December 1989, amongst Hadron, Inc., Globalink Language
Services, Inc., Translator Associates, Harry E. Hagerty, Jr., and Dominic A. Laiti(1)
10.03 Stock Purchase Agreement and Plan of Reorganization Among Globalink, Inc. and MicroTac
Software, Inc.(2)
10.04 Lease Agreement between the Company and HB Limited Partnership(1)
23.01 Consent of The Stoppelman Law Firn, P.C.
23.02 Consent of Grant Thornton, LLP
24 Power of Attorney (3)
- -------------
(1) Incorporated by reference to Registration Statement on Form SB-2 filed by
the Company on March 30, 1993.
(2) Incorporated by reference to Current Report on Form 8-K filed by the
Company on December 22, 1994.
(3) Included with signature pages.
ITEM 17. UNDERTAKINGS
A. Rule 415 Offering
The undersigned Company 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 1933
Act; (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; (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.
(2) For the purpose of determining any liability under the
1933 Act, each post-effective amendment that contains a form of
prospectus 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.
B. Indemnification
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
1933 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
II-2
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.
C. Rule 430A
The undersigned Registrant will:
(1) For determining any liability under the Securities Act,
treat the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in the form of a
prospectus filed by the small business issuer under Rule 424(b)(1) or (4) or
497(h) under the Securities Act as part of this Registration Statement as of the
time the Commission declared it effective.
(2) For any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
Registration Statement for the securities offered in the Registration Statement,
and that the offering of the securities at that time as the initial bona fide
offering of those securities.
D. Request of Acceleration of Effective Date
The Company may elect to request acceleration of the Registration
Statement under Rule 461 of the 1933 Act.
II-3
SIGNATURES
In accordance with 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 of filing on Form S-3 and authorized this registration
statement to be signed on its behalf by the undersigned, in the County of
Fairfax in the Commonwealth of Virginia on the 4th day of November, 1996.
Globalink, Inc.
By: /s/ Harry E. Hagerty, Jr.
-------------------------
Harry E. Hagerty, Jr.
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Harry E. Hagerty, Jr. his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as full to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or
either of them or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.
Signature Title Date
--------- ----- ----
/s/ Harry E. Hagerty, Jr. Chairman and CEO November 4, 1996
- -------------------------- -----------------
Harry E. Hagerty, Jr.
/s/ James B. Lewis President November 4, 1996
- -------------------------- -----------------
James B. Lewis
/s/ Ronald W. Johnston Chief Operating Officer November 4, 1996
- -------------------------- -----------------
Ronald W. Johnston
/s/ William E. Kimberly Director November 4, 1996
- -------------------------- ------------------
William E. Kimberly
/s/ Michael J. Murphy Director November 4, 1996
- -------------------------- -------------------
Michael J. Murphy
II-4
/s/ John F. McCarthy, III Director November 4, 1996
- --------------------------- ------------------
John F. McCarthy, III
/s/ W. Braun Jones, Jr. Director November 4, 1996
- ---------------------------- -------------------
W. Braun Jones, Jr.
II-5