As filed with the Securities and Exchange Commission on March 9, 1998
Registration No. 333-45073
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
To
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MEDIA LOGIC, INC.
----------------------------
(Exact name of registrant as specified in its charter)
Massachusetts
----------------------------
State or other jurisdiction of
incorporation or organization)
04-2772354
----------------------------
(I.R.S. Employer
Identification No.)
310 South Street, Plainville, Massachusetts 02762
(508) 695-2006
----------------------------
(Address, including zip code,
and telephone, including area code,
of registrant's principal executive offices)
Gregory Scorziello
Chief Executive Officer
Media Logic, Inc.
310 South Street
Plainville, Massachusetts 02762
(508) 695-2006
----------------------------
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Copy to:
Richard R. Kelly, Esquire
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
(617) 542-6000
----------------------------
Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. [x].
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the
same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
----------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
Subject to Completion Dated March 9, 1998
PROSPECTUS
MEDIA LOGIC, INC.
4,700,000 Shares of Common Stock
(Par Value $.01 Per Share)
----------------------------
The 4,700,000 shares of Common Stock of Media Logic, Inc., a
Massachusetts corporation (the "Company"), offered hereby are being sold by
the selling stockholders identified herein (the "Selling Stockholders").
Such offers and sales may be made on the American Stock Exchange, or
otherwise, at prices and on terms then prevailing, or at prices related to
the then-current market price, or in negotiated transactions, or by
underwriters pursuant to an underwriting agreement in customary form, or in a
combination of any such methods of sale. The Selling Stockholders may also
sell such shares in accordance with Rule 144 under the Securities Act of
1933, as amended (the "1933 Act"). The Selling Stockholders are identified
and certain information with respect to the Selling Stockholders is provided
under the caption "Selling Stockholders" herein, to which reference is made.
The expenses of the registration of the securities offered hereby, including
fees of counsel for the Company and the fees of legal counsel for
Imprimis SB L.P. ("Imprimis") and Wexford Spectrum Investors LLC ("Wexford")
in connection with the registration of the shares offered by them herein,
will be paid by the Company. The following expenses will be borne by the
Selling Stockholders: underwriting discounts and selling commissions, if
any, and the fees of legal counsel, if any, for the Selling Stockholders
other than Imprimis and Wexford in connection with the registration of the
shares offered herein. The filing by the Company of this Prospectus in
accordance with the requirements of Form S-3 is not an admission that the
person whose shares are included herein is an "affiliate" of the Company.
The Selling Stockholders have advised the Company that they have not
engaged any person as an underwriter or selling agent for any of such shares,
but they may in the future elect to do so, and they will be responsible for
paying such a person or persons customary compensation for so acting. The
Selling Stockholders and any broker executing selling orders on behalf of any
Selling Stockholder may be deemed to be "underwriters" within the meaning of
the 1933 Act, in which event commissions received by any such broker may be
deemed to be underwriting commissions under the 1933 Act. The Company will
not receive any of the proceeds from the sale of the securities offered
hereby. The Common Stock is listed on the American Stock Exchange under the
symbol TST. On March 5, 1998, the closing sale price of the Common Stock,
as reported by the American Stock Exchange, was $1.4375 per share.
----------------------------
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" ON PAGE 4 OF THIS PROSPECTUS.
----------------------------
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 PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------------------------
No person is authorized in connection with any offering made hereby to
give any information or to make any representations other than as contained
in this Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus is not 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 an offer or solicitation. Neither the delivery of
this Prospectus nor any sales made hereunder shall under any circumstances
create any implication that the information contained herein is correct as of
any time subsequent to the date hereof.
----------------------------
The date of this Prospectus is _________________, 1998.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY STATE.
AVAILABLE INFORMATION
The Company is subject to certain informational reporting
requirements of the Securities Exchange Act of 1934, as amended (the "1934
Act"), and in accordance therewith files reports and other information with
the Securities and Exchange Commission (the "Commission"). These reports,
proxy statements and other information can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024 of the
Commission's office at 450 Fifth Street, N.W., Judiciary Plaza, Washington,
DC 20549, and at its regional offices located at 7 World Trade Center, Suite
1300, New York, NY 10048 and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, IL 60661. Copies of such reports, proxy statements and other
information can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, DC 20549
at prescribed rates. The Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address of the
Commission's Web site is http://www.sec.gov. The Company's Common Stock is
traded on the American Stock Exchange. Reports and other information
concerning the Company may be inspected at the offices of the American Stock
Exchange, 86 Trinity Place, New York, New York 10006-1181. Additional
updating information with respect to the securities covered herein may be
provided in the future to purchasers by means of appendices to this
Prospectus.
The Company has filed with the Commission in Washington, DC a
registration statement (herein, together with all amendments and exhibits,
referred to as the "Registration Statement") under the 1933 Act with respect
to the securities offered or to be offered hereby. This Prospectus does not
contain all of the information included in the Registration Statement,
certain items of which are omitted in accordance with the rules and
regulations of the Commission. For further information about the Company and
the securities offered hereby, reference is made to the Registration
Statement and the exhibits thereto.
The Company will provide without charge to each person to whom
this Prospectus is delivered, on the written or oral request of such person,
a copy of any document incorporated herein by reference, excluding exhibits.
Requests should be made to Media Logic, Inc., 310 South Street, Plainville,
MA 02762, telephone (508) 695-2006 and directed to the attention of Paul M.
O'Brien, Vice President and Chief Financial Officer.
2
TABLE OF CONTENTS
PAGE
RISK FACTORS.......................................................... 4
THE COMPANY........................................................... 8
SELLING STOCKHOLDERS.................................................. 9
PLAN OF DISTRIBUTION.................................................. 10
LEGALITY OF COMMON STOCK.............................................. 10
EXPERTS............................................................... 10
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE..................... 10
3
RISK FACTORS
An investment in the shares being offered by this Prospectus
involves a high degree of risk. In addition to the other information
contained in this Prospectus or incorporated herein by reference, prospective
investors should carefully consider the following risk factors before
purchasing the shares offered hereby. This Prospectus contains and
incorporates by reference forward-looking statements within the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995 which are
based on management's current expectations. To the extent that any of the
statements contained herein relating to the Company's products and its
operations are forward looking, such statements are based on management's
current expectations and involve a number of uncertainties and risks.
Reference is also made in particular to the discussion set
forth under "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Company's Annual Report on Form 10-K and
Amendment No. 1 to the Form 10-K on Form 10K/A (collectively, the "Form
10-K") for the fiscal year ended March 31, 1997 and in the Company's
Quarterly Reports on Form 10-Q for the quarters ended June 30, 1997,
September 30, 1997 and December 31, 1997 and under "Description of Business"
in the Form 10-K, incorporated into this Prospectus by reference. Both the
forward-looking statements contained in this Prospectus and those
incorporated herein by reference are based on current expectations that
involve a number of uncertainties including those set forth in the risk
factors below. Actual results could differ materially from those projected
in the forward-looking statements.
Shift in Business Focus. While in fiscal years 1996 and 1997,
the Company still derived most of its revenue from sales of its certifiers,
evaluators and duplicators for floppy disks and tape, the Company has shifted
its focus to its automated tape libraries for the data storage market. In
fiscal year 1996, the Company sold only pre-production units of its automated
data library ("ADL") products. The Company first commenced sales of its
production units of ADL products, other than evaluation units, in the second
quarter of fiscal year 1997 and therefore has limited experience in selling
its ADL products. The Company expects to derive a substantial majority of
its total revenue and net income from sales of its ADL products in the
future. Continued growth of the Company's ADL business will depend upon
several factors, including demand for these libraries, the Company's ability
to develop new products to meet the changing requirements of its customers,
technological change and competitive pressures. There can be no assurance
that the Company's ADL business will take hold and grow.
Competition. Competition in the data storage market,
including the automated tape library market, is intense, with a large number
of companies in these markets. Many of the Company's current and potential
competitors have longer operating histories, greater name recognition, larger
installed customer bases and significantly greater financial, technical and
marketing resources than the Company. As a result, such competitors may be
able to adapt more quickly to new or emerging technologies and changes in
customer requirements, or to devote greater resources to the promotion and
sale of their products than the Company. An increase in competition could
result in price reductions and loss of market share. Such competition and
any resulting reduction in gross margins could have a material adverse effect
on the Company's business, financial condition and results of operations.
Rapid Technological Change; Dependence on New Product
Development. The computer industry in general, and the markets for the
Company's automated tape library products in particular, are characterized by
rapidly changing technology, frequent new product introductions, and
significant competition. In order to keep pace with this rapidly changing
market environment, the Company must continually develop and incorporate into
its products new technological advances and features desired by the
marketplace at acceptable prices. The successful development and
commercialization of new products involves many risks, including the
identification of new product opportunities, timely completion of the
development process, the control and recoupment of development and production
costs and acceptance by customers of the Company's products. There can be no
assurance that the Company will be successful in identifying, developing,
manufacturing and marketing new products in a timely and cost effective
manner, that products or technologies developed by others will not render the
Company's products or technologies uncompetitive, or that the Company's
products will be accepted in the marketplace.
Protection of Proprietary Technology. The Company's ability
to compete effectively with other companies will depend, in part, on the
ability of the Company to maintain the proprietary nature of its technology.
There can be no assurance that competitors in both the United States and
foreign countries, many of which have substantially greater resources and
have made substantial investments in competing technologies, do not have or
will not obtain patents that will prevent, limit or interfere with the
Company's ability to make and sell its products or intentionally infringe the
Company's patents. While the Company possesses or licenses certain patent
rights, it relies in large part on unpatented proprietary technology, and
there can be no assurance that others may not independently develop the same
or similar technology, whether or not patented, or otherwise obtain access to
the Company's proprietary technology.
4
Cyclical Nature of the Computer Industry. The computer
industry is highly cyclical and has historically experienced periodic
downturns. The cyclical nature of the computer industry is beyond the
control of the Company. As an example, the Company experienced a substantial
reduction in demand for its original product line (floppy disk certification,
testing and duplication equipment). A similar decrease in demand for the
Company's new automated tape library products could have a material adverse
effect on its business and products.
Uncertainties Related to Company's Ability to Raise Additional
Necessary Capital. The Company has spent and expects to continue to spend
substantial funds for continuation of the research and development of product
candidates and will also require additional funds in order to manufacture,
market and sell its products. In March 1997, the Company completed a private
placement of convertible subordinated debentures (the "March Private
Placement") which resulted in approximately $3,530,000 in gross proceeds to
the Company and in October 1997 the Company completed a private placement of
convertible debentures (the "October Private Placement") which resulted in
$750,000 in gross proceeds to the Company. In addition, in December 1997,
the Company completed a private placement of the Common Stock (the "December
Private Placement") which resulted in $1,530,000 in gross proceeds to the
Company. However, because of its continuing losses from operations, the
Company anticipates that unless revenues increase significantly, it will
require additional capital in order to continue its operations. See
"--Recent Losses." The Company has no assurance that it will be able to
raise such additional capital, if needed, in a timely manner or on favorable
terms, if at all. If the Company is unable to increase revenues
significantly and/or secure additional financing, the Company could be forced
to curtail or discontinue its operations.
Recent Losses. For the nine months ended December 31, 1997,
the Company incurred a loss of $3,048,747 on revenues of $1,218,375. For the
fiscal year ended March 31, 1997, the Company incurred a loss of $4,122,288
on revenues of $3,644,478, and for the fiscal year ended March 31, 1996, the
Company incurred a loss of $7,818,819 on revenues of $3,578,236. These recent
losses are primarily the result of a decline in the revenues generated in the
Company's traditional markets during a period when the Company was making a
large investment in its ADL technology. The Company believes that the trends
that resulted in its losses could continue for the foreseeable future.
Dependence on Key Personnel. The Company's success depends to
a significant extent on the performance of its senior management, including
its Chief Executive Officer and President, Gregory Scorziello, its Vice
President of Sales, B. Edward Fitzgibbons, its Director of Engineering, James
Hackathorn, and its Vice President and Chief Financial Officer, Paul M.
O'Brien. Competition for highly skilled employees with technical, management
and other specialized training is intense in the computer industry. The
Company's failure to attract additional qualified employees or to retain the
services of key personnel could have a material adverse effect on the
Company's business.
Volatility of Share Price. Market prices for securities of
technology companies have been volatile. The market price for the Company's
Common Stock has fluctuated significantly since public trading commenced in
1987, and it is likely that the market price will continue to fluctuate in
the future. Quarterly fluctuations in operating results, announcements by
the Company or the Company's present or potential competitors, technological
innovations or new commercial products or services, developments or disputes
concerning patent or proprietary rights and other events or factors may have
a significant impact on the Company's business and on the market price of the
Common Stock.
Control by Existing Management and Stockholders. The
directors, officers and principal stockholders of the Company and certain of
their affiliates and/or family members beneficially own in the aggregate
approximately 38.7% of the Company's Common Stock (including shares issuable
upon exercise of options held by such persons, which options are currently
exercisable and shares issuable upon exercise of warrants held by such
persons, which warrants are currently exercisable). As a result of such
ownership, these stockholders will exert influence over all matters requiring
approval by the stockholders of the Company, including the election of
directors. One stockholder, Raymond Leclerc, has a contractual right to
Board representation and the purchasers in the December Private Placement
have the contractual right to Board representation in certain circumstances.
Certain Charter and By-Law Provisions and Massachusetts Laws
May Affect Stock Price. The Company's Restated Articles of Organization and
By-laws contain provisions that may make it more difficult for a third party
to acquire control of, or discourage acquisition bids for, the Company. In
addition, certain Massachusetts laws contain provisions that may have the
effect of making it more difficult for a third party to acquire control of,
or discourage acquisition bids for, the Company. These provisions could
limit the price that certain investors might be willing to pay in the future
for shares of Common Stock.
Shares Eligible for Future Sale. Sales of substantial amounts
of Common Stock in the public market could have an adverse effect on the
price of the Company's Common Stock. Approximately 8,340,077 shares of
Common Stock are currently freely tradable on the open market. In addition,
there were a total of 596,992 options to purchase Common Stock outstanding
as of March 5, 1998 pursuant to the Company's stock option plans, and
415,024 of such options were vested and can be exercised at any time prior to
their respective expiration dates. Lee H. Elizer, the
5
former Chief Executive Officer and President of MediaLogic ADL, is entitled
to receive 8,000 shares of Common Stock in October 1998, which, under the
terms of his separation agreement with the Company, are expected to be
registered under the 1933 Act following their issuance.
In June 1997, the Company registered for resale, on a
registration statement on Form S-3 (the "June 1997 Registration Statement"),
up to 3,565,656 shares of Common Stock issuable upon conversion of $3,530,000
aggregate principal amount of 7% convertible subordinated debentures due 2000
(the "March Debentures"), and interest thereon, issued by the Company to the
selling stockholders named therein. The principal amount of the March
Debentures was convertible at any time into shares of the Company's Common
Stock based on a predetermined formula. As of January 28, 1998, all of the
holders of the March Debentures had converted their Debentures into an
aggregate of 3,039,567 shares of Common Stock, all of which shares may be
sold pursuant to the Prospectus contained in the June 1997 Registration
Statement as amended by the Prospectus Supplements thereto dated December 31,
1997 and February 20, 1998.
In January 1998, the Company registered for resale, on a
registration statement on Form S-3 (the "January 1998 Registration
Statement"), 3,642,538 shares of Common Stock. Up to 891,668 of the shares of
Common Stock included in the January 1998 Registration Statement are issuable
upon conversion of $750,000 aggregate principal amount of 7% convertible
debentures due 2000 (the "October Debentures"), and interest thereon, issued
by the Company in the October Private Placement. The principal amount of the
October Debentures is convertible at any time into shares of the Company's
Common Stock based on a predetermined formula. The price at which the
October Debentures will convert will be the lower of (i) $1.95, which amount
is 120% of the average closing bid price of the Common Stock as calculated
over the five trading-day period ending on October 29, 1997 and (ii) 80% of
the average closing bid price of the Common Stock as calculated over the five
trading-day period ending on the trading day immediately preceding the date
of conversion (the "October Conversion Date Price"), subject to a $.90
minimum conversion price. The October Debentures bear interest at the rate of
7% per year. Interest is payable only upon conversion of the October
Debentures and, at the Company's option, is payable either in cash or in
shares of the Company's Common Stock based on the average closing sale price
of the Common Stock as calculated over the five trading-day period ending on
the trading day immediately preceding the date of conversion. The 891,668
shares included in the January 1998 Registration Statement represents the
approximate number of shares which would be issuable upon conversion of the
October Debentures including shares issuable upon conversion of one year of
accrued interest. As of March 5, 1998, $180,000 aggregate principal
amount of October Debentures and the accrued interest thereon have been
converted into 203,438 shares of Common Stock. If the October Debentures
become convertible into more than 891,668 shares, the Company will be
obligated to register additional shares of Common Stock.
6
650,870 of the shares of Common Stock included in the January
1998 Registration Statement are issuable upon exercise of warrants to
purchase Common Stock (the "Advent Warrants") issued to ACFS Limited
Partnership ("ACFS") and to Digital Media & Communications L.P. ("Digital
Media") in connection with the March Private Placement. The Advent Warrants
are exercisable at any time prior to September 22, 2001 at an exercise price
of $3.00 per share of Common Stock.
900,000 of the shares of Common Stock included in the
January 1998 Registration Statement are issuable upon exercise of warrants
to purchase Common Stock (the "Adar Warrants") issued to Adar Equities LLC,
("Adar") in connection with the March Private Placement. The Adar Warrants
are exercisable at any time prior to March 24, 2002 at an exercise price of
$3.00 per share of Common Stock.
200,000 of the shares of Common Stock included in the
January 1998 Registration Statement are issuable upon exercise of warrants
to purchase Common Stock (the "Rochon Warrants") issued to Rochon Capital
Group, Ltd. in connection with the March Private Placement. The Rochon
Warrants are exercisable at an exercise price of $2.00 per share of Common
Stock.
1,000,000 of the shares of Common Stock included in the
January 1998 Registration Statement were issued to Raymond W. Leclerc in a
private placement in September 1995.
All of the shares registered for resale by the holders thereof
which are included in the June 1997 Registration Statement and the
January 1998 Registration Statement may be reoffered and resold in the
public trading market from time to time during the period the Company has
agreed to maintain the effectiveness of the registration statement
registering those shares.
1,700,000 of the Shares offered hereby were issued to Imprimis
and Wexford in the December Private Placement and 2,000,000 of the Shares
offered hereby are issuable upon exercise of warrants (the "Wexford
Warrants") to purchase Common Stock which were issued to Imprimis and Wexford
in connection with the December Private Placement. 1,000,000 of the Wexford
Warrants are exercisable at an exercise price of $3.00 per share and
1,000,000 of the Wexford Warrants are exercisable at an exercise price of
$1.50 per share. The Wexford Warrants may be exercised at any time prior to
December 29, 2002.
500,000 of the Shares offered hereby are issuable upon
exercise of warrants (the "Adar October Warrants") to purchase Common Stock
issued to Adar in connection with the October Private Placement. The Adar
October Warrants are exercisable at any time during the period commencing
January 26, 1998 and ending January 26, 2003 at an exercise price of $2.00
per share. 250,000 of the Shares offered hereby are issuable upon exercise of
warrants (the "Adar December Warrants") to purchase Common Stock issued to
Adar in connection with the December Private Placement. The Adar December
Warrants are exercisable at any time during the period commencing March
29, 1998 and ending on March 29, 2003 at an exercise price of $2.00 per
share.
250,000 of the Shares offered hereby are issuable upon
exercise of warrants (the "Boston Group Warrants") to purchase Common Stock
issued to Boston Group, L.P. in connection with the December Private
Placement. The Boston Group Warrants are exercisable at any time during the
period commencing March 29, 1998 and ending on March 29, 2003 at an
exercise price of $2.00 per share.
The Company has agreed to register for resale from time to
time by the purchasers thereof the shares of Common Stock issued in the
December Private Placement and the shares of Common Stock issuable upon
exercise of the Wexford Warrants, the Adar October Warrants, the Adar
December Warrants and the Boston Group Warrants. All of such shares
registered for resale by the holders thereof may be reoffered and resold in
the public trading market from time to time during the period the Company has
agreed to maintain the effectiveness of the registration statement
registering those shares.
Absence of Dividends. The Company has not paid dividends since
its inception and does not anticipate paying any dividends in the foreseeable
future.
Dilution. Dilution is likely to occur upon exercise of
outstanding warrants and existing stock options and upon the conversion of
the October Debentures. See "--Shares Eligible For Future Sale."
American Stock Exchange Listing. The Company does not fully
satisfy the American Stock Exchange guidelines for continued listing and
there is no assurance that the listing of the Common Stock on the American
Stock Exchange will be continued.
7
THE COMPANY
Media Logic, Inc. was incorporated in 1982 to develop and
manufacture certification equipment to be used by manufacturers of flexible
storage media such as floppy disks. The Company's principal product line is
automated tape library systems for data storage and retrieval, which was
introduced in fiscal year 1996.
The Company's data storage libraries have been developed by
MediaLogic ADL, Inc. ("MediaLogic ADL"), a subsidiary of the Company which
was established in 1994 to develop, market and sell automated data storage
libraries. In fiscal year 1996, MediaLogic ADL introduced automated tape
libraries in 4mm and 8mm tape technologies and expects to introduce in fiscal
year 1998, automated tape libraries with digital linear tape ("DLT")
technology. Tape drives from a number of manufacturers are supported by the
libraries as are system management and software configurations from a variety
of vendors. In fiscal 1996, the Company sold only pre-production units, and
began delivering production units in the second quarter of fiscal 1997.
Potential customers for the ADL line of automated tape libraries are data
dependent companies in all types of businesses.
The certification, test and duplication product line,
representing the Company's historical products, but which is not expected to
be the basis for the bulk of the Company's future business, includes: (1)
certifiers which are used by computer disk manufacturers to test each disk as
it is manufactured and to sort disks into three industry established quality
categories, (2) tape certification and evaluation equipment used by
manufacturers and suppliers of magnetic tapes, to evaluate and qualify the
quality of the tapes, and (3) floppy disk duplication equipment utilizing
industrial disk drives which have been developed by the Company for use by
software publishers and duplicators.
The principal executive offices of the Company are located at
310 South Street, Plainville, Massachusetts 02762, and the Company's
telephone number is (508) 695-2006.
8
SELLING STOCKHOLDERS
1,700,000 of the Shares offered hereby were issued to Imprimis
and Wexford in the December Private Placement pursuant to a Securities
Purchase Agreement between the Company and each of Imprimis and Wexford (the
Securities Purchase Agreements have been filed as Exhibits 99.1 and 99.2,
respectively, to the registration statement of which this Prospectus is a
part).
2,000,000 of the Shares offered hereby are issuable upon
exercise of the Wexford Warrants, which Warrants are filed as Exhibits 99.3,
99.4, 99.5 and 99.6 to the registration statement of which this Prospectus is
a part. 500,000 of the Shares offered hereby are issuable upon exercise of
the Adar October Warrants which were issued pursuant to a Warrant Agreement
between the Company and Adar, which Warrant Agreement is filed as Exhibit
99.7 to the registration statement of which this Prospectus is a part.
250,000 of the Shares offered hereby are issuable upon exercise of the Adar
December Warrants which were issued pursuant to a Warrant Agreement between
the Company and Adar, which Warrant Agreement is filed as Exhibit 99.8 to the
registration statement of which this Prospectus is a part. 250,000 of the
Shares offered hereby are issuable upon exercise of the Boston Group Warrants
which were issued pursuant to a Warrant Agreement between Boston Group, L.P.
and the Company, which Warrant Agreement is filed as Exhibit 99.9 to the
registration statement of which this Prospectus is a part.
The following table sets forth information with respect to the
beneficial ownership of the Company's Common Stock by the Selling
Stockholders as of March 5, 1998, as adjusted to reflect the sale of the
Common Stock offered hereby by each Selling Stockholder.
SHARES OWNED PRIOR SHARES OWNED
TO OFFERING (1) NUMBER OF AFTER OFFERING (2)
----------------------- SHARES BEING ------------------
SELLING STOCKHOLDERS NUMBER PERCENT OFFERED NUMBER PERCENT
- -------------------- ---------- ------- ------------ ------ -------
Imprimis SB L.P.(3)....................... 2,466,668 19.9% 2,466,668 0 --%
Adar Equities LLC(4)...................... 1,650,000 13.0 750,000 0 --
Wexford Spectrum Investors LLC(5)......... 1,233,332 10.5 1,233,332 0 --
Boston Group, L.P. (6).................... 250,000 2.2 250,000 0 --
- ------------------------
(1) The number of shares of Common Stock issued and outstanding on March 5,
1998 was 11,081,076. The calculation of percentage ownership for each listed
Selling Stockholder is based upon the number of shares of Common Stock
issued and outstanding at March 5, 1998, plus the shares of Common Stock
issuable upon exercise of currently exercisable warrants held by such
Selling Stockholder.
(2) Assuming all shares offered hereby are sold to unaffiliated third parties.
(3) Includes 1,333,334 shares issuable upon exercise of the Wexford Warrants.
(4) Includes 900,000 shares issuable upon exercise of the Adar Warrants, 500,000
shares issuable upon exercise of the Adar October Warrants and 250,000
shares issuable upon exercise of the Adar December Warrants. The 900,000
shares issuable upon exercise of the Adar Warrants are being offered
pursuant to the Prospectus contained in the January 1998 Registration
Statement (the "January 1998 Prospectus") and Adar's ownership after
completion of the offering contemplated hereby assumes that such shares have
been sold pursuant to the January 1998 Prospectus.
(5) Includes 666,666 shares issuable upon exercise of the Wexford Warrants.
(6) Represents shares issuable upon exercise of the Boston Group Warrants.
9
PLAN OF DISTRIBUTION
The 4,700,000 shares of Common Stock of the Company offered
hereby may be offered and sold from time to time by the Selling Stockholders,
or by pledgees, donees, transferees or other successors in interest. The
Selling Stockholders will act independently of the Company in making
decisions with respect to the timing, manner and size of each sale. Such
sales may be made on the American Stock Exchange or otherwise, at prices
related to the then current market price or in negotiated transactions,
including pursuant to an underwritten offering or one or more of the
following methods: (a) purchases by a broker-dealer as principal and resale
by such broker or dealer for its account pursuant to this Prospectus; (b)
ordinary brokerage transactions and transactions in which a broker solicits
purchasers; and (c) block trades in which a broker-dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction. In effecting sales,
brokers or dealers engaged by the Selling Stockholders may arrange for other
brokers or dealers to participate. Brokers or dealers may receive commissions
or discounts from the Selling Stockholders or from the purchasers in amounts
to be negotiated immediately prior to the sale. The Selling Stockholders may
also sell such shares in accordance with Rule 144 under the 1933 Act.
The Company has agreed to use its best efforts to maintain the
effectiveness of the registration of the shares being offered hereunder until
the earliest of (i) the fifth anniversary of the effectiveness of the
Registration Statement of which this Prospectus is a part, (ii) such time as
the shares of Common Stock offered hereby by Wexford and Imprimis may be sold
pursuant to Section (k) of Rule 144 of the 1933 Act and (iii) the date that
Wexford and Imprimis no longer own any of the Shares being offered hereby by
them, subject to a minimum period of nine months from the effectiveness of
the Registration Statement of which this Prospectus is a part.
The Selling Stockholders and any brokers participating in such
sales may be deemed to be underwriters within the meaning of the 1933 Act.
There can be no assurance that the Selling Stockholders will sell any or all
of the shares of Common Stock offered hereunder.
All proceeds from any such sales will be the property of the
Selling Stockholders who will bear the expense of underwriting discounts and
selling commissions, if any, and the Selling Stockholders' own legal fees, if
any in connection with any such sales.
LEGALITY OF COMMON STOCK
The validity of the issuance of the shares of Common Stock
offered hereby is being passed upon for the Company by Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts. Richard R. Kelly,
Esq., a member of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., is the
Clerk of the Company.
EXPERTS
The consolidated balance sheets of the Company as of March 31,
1997 and 1996 and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the three years in the period
ended March 31, 1997, incorporated by reference in this Prospectus and
elsewhere in the registration statement, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with
respect thereto, and are incorporated herein in reliance upon the authority
of said firm as experts in accounting and auditing in giving said reports.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K and Amendment
No. 1 to the Form 10-K on Form 10-K/A for the fiscal year ended March 31,
1997, filed pursuant to Section 13 or 15(d) of the 1934 Act (File No. 1-9605).
(b) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended June 30, 1997, September 30, 1997 and December 31,
1997, filed pursuant to Section 13 or 15(d) of the 1934 Act (File No. 1-9605).
(c) The Company's Current Reports on Form 8-K filed with the
Commission on December 31, 1997 and March 2, 1998.
(d) The description of the Company's capital stock contained
in the Company's registration statement on Form 8-A under the 1934 Act (File
No. 1-9605), including amendments or reports filed for the purpose of
updating such description.
All reports and other documents subsequently filed by the
Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the 1934 Act, prior to the filing of a post-effective amendment which
indicates that all securities covered by this Prospectus have been sold or
which deregisters all such securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date
of the filing of such reports and documents.
10
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following expenses incurred in connection with the sale of
the securities being registered will be borne by the Registrant. Other than
the registration fee, the amounts stated are estimates.
SEC Registration Fee $ 2,576.00
AMEX Fees 17,500.00
Legal Fees and Expenses 15,000.00
Accounting Fees and Expenses 5,000.00
Miscellaneous 4,924.00
----------
TOTAL $45,000.00
----------
----------
The Selling Stockholders other than Imprimis SB L.P. and
Wexford Spectrum Investors LLC will bear the expense of their own legal
counsel, if any.
Item 15. Indemnification of Officers and Directors
Article VI.A of the Company's Restated Articles of
Organization provides that no Director of the Company shall be personally
liable to the corporation or to any of its stockholders for monetary damages
for any breach of fiduciary duty by such Director as a Director
notwithstanding any provision of law imposing such liability; provided,
however, that, to the extent required from time to time by applicable law,
Article VI.A shall not eliminate the liability of a Director, to the extent
such liability is provided by applicable law, (a) for any breach of a
Director's duty of loyalty to the corporation or its stockholders, (b) for
acts or omissions not in good faith which involve intentional misconduct or a
knowing violation of law, (c) under Section 61 or Section 62 of the Business
Corporation Law of the Commonwealth of Massachusetts, or (d) for any
transaction from which the Director derived an improper personal benefit. No
amendment to or repeal of Article VI.A shall apply to or have any effect on
the liability or alleged liability of any Director for or with respect to any
acts or omissions of such Director occurring prior to the effective date of
such amendment or repeal.
In addition, the Company's By-Laws provide as follows:
Article First, Section 12. Indemnity. (a) The Corporation
shall indemnify and reimburse out of the corporate funds any
person (or the personal representative of any person) who at any
time serves or shall have served as a Director, officer or
employee of the Corporation, or as a Director, officer or
employee of another Corporation the majority of the stock of
which is owned by the Corporation, whether or not in office at
the time, against and for any and all claims and liabilities to
which he may be or become subject by reason of such service, and
against and for any and all expenses necessarily incurred in
connection with the defense or reasonable settlement of any legal
or administrative proceedings to which he is made a party by
reason of such service, except in relation to matters as to which
he shall be finally adjudged not to have acted in good faith in
the reasonable belief that his action was in the best interest of
the Corporation or to the extent that such matter relates to
service with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such employee
benefit plan. In effecting such indemnity and reimbursement, the
stockholders may enter into such agreements and direct the
officers of the Corporation to make such payment or payments and
take such other action (including employment of counsel to defend
against such claims and liabilities) as may in their judgment be
reasonably necessary or desirable. Such indemnification or
reimbursement shall not be deemed to exclude any other rights or
privileges to which such person may be entitled.
(b) The Board of Directors may by vote act to indemnify any
or all officers of the Corporation from liability for acts done
by them in good faith on behalf of the Corporation.
(c) The Directors may vote to defray the expense of
defending any claims brought against one or more Directors or
other Officers on account of any action purported to have been
done in any official capacity, and may vote to reimburse any such
Director or other Officer for any sum paid by him to settle any
such claim; provided that if it shall be finally determined by
judgment or decree of any court that any such Director or other
Officer is personally liable on account of any such claim, he
shall reimburse the Company for his pro rata share of any expense
so defrayed or reimbursement so made by the Company.
(d) To the extent legally permissible, the Corporation
shall indemnify each of its Directors and Officers against all
liabilities including expenses imposed upon or reasonably
incurred by him in connection with any action, suit or other
proceeding in which he may be involved or with which he may be
threatened, while in office or thereafter, by reason of his acts
II-1
or omissions as such Director or Officer, unless in such
proceeding he shall be finally adjudged liable by reason of
dereliction in the performance of his duty as such Director or
Officer; provided, however, that such indemnification shall not
cover liabilities in connection with any matter which shall be
disposed of through a compromise payment by such Director or
Officer, pursuant to a consent decree or otherwise, unless such
compromise shall be approved as in the best interests of the
Corporation, after notice that it involves such indemnification,
by a vote of the Board of Directors in which no interested
Director participates, or by a vote or the written approval of
the holders of a majority of the outstanding stock at the time
having the right to vote for Directors, not counting as
outstanding any stock owned by any interested Director or
Officer. The rights of indemnification hereby provided shall not
be exclusive of or affect any other rights to which any Director
or Officer may be entitled. As used in this paragraph, the terms
"Director" and "Officer" include their respective heirs,
executors and administrators, and an "interested" Director or
Officer is one against whom as such the proceedings in question
or another proceeding on the same or similar grounds is then
pending.
Item 16. Exhibits.
Exhibit
Number Description
- ------- -----------
4.1 Article 4 of Restated Articles of Organization of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended March 31,
1993)
4.2 By-Laws of the Registrant (incorporated by reference to Exhibit
3.2 to the Registrant's Registration Statement on Form S-18,
No. 33-14722-B, effective July 23, 1987)
4.3 Form of Common Stock Certificate (incorporated by reference to
Exhibit 10.7 to the Registrant's Registration Statement on Form
S-18, No. 33-14722-B, effective July 23, 1987)
5 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
with respect to the legality of the securities being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(see Exhibit 5)
24* Power of Attorney (contained on the signature page of this
Registration Statement)
99.1* Securities Purchase Agreement between Media Logic, Inc. and
Imprimis SB L.P. dated December 22, 1997
99.2* Securities Purchase Agreement between Media Logic, Inc. and
Wexford Spectrum Investors LLC dated December 22, 1997
99.3* Warrant to Purchase Shares of Common Stock, par value $.01 per
share, of Media Logic, Inc. (Warrant No. WX-1) dated December 29,
1997
99.4* Warrant to Purchase Shares of Common Stock, par value $.01 per
share, of Media Logic, Inc. (Warrant No. WX-2) dated December 29,
1997
99.5* Warrant to Purchase Shares of Common Stock, par value $.01 per
share, of Media Logic, Inc. (Warrant No. WX-3) dated December 29,
1997
99.6* Warrant to Purchase Shares of Common Stock, par value $.01 per
share, of Media Logic, Inc. (Warrant No. WX-4) dated December 29,
1997
99.7* Warrant Agreement between Media Logic, Inc. and Adar Equities
LLC, dated as of October 29, 1997
99.8 Warrant Agreement between Media Logic, Inc. and Adar Equities
LLC, dated as of February 12, 1998
99.9 Warrant Agreement between Media Logic, Inc. and Boston Group,
L.P. dated as of February 12, 1998
II-2
* Previously filed.
Item 17. Undertakings.
A. Rule 415 Offering
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) (Section 230.424(b)
of this chapter) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant with or
furnished to the Commission pursuant to Section 13 or Section 15(d) of the
1934 Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. Filings Incorporating Subsequent Exchange Act Documents by
Reference
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
C. Request for Acceleration of Effective Date or Filing of
Registration Statement on Form S-8
Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the 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 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.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Plainville,
Massachusetts on March 9, 1998.
MEDIA LOGIC, INC.
By: /s/ Gregory Scorziello
----------------------------
Gregory Scorziello
Chief Executive Officer and
President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signatures Title Date
- ------------ ------- -----
/s/ Gregory Scorziello Director and Chief March 9, 1998
- -------------------- Executive Officer and President
Gregory Scorziello (principal executive officer)
/s/ Paul M. O'Brien Vice President and Chief Financial March 9, 1998
- ---------------------- Officer (principal financial and
Paul M. O'Brien accounting officer)
* Director March 9, 1998
- ----------------------
Joseph L. Mitchell
Director March 9, 1998
- ----------------------
Francis S. Wyman
* Director March 9, 1998
- ----------------------
Raymond W. Leclerc
* Director March 9, 1998
- ---------------------
Michael Salter
* /s/ Paul M. O'Brien
- ---------------------
By: Paul M. O'Brien
Attorney-in-fact
MEDIA LOGIC, INC.
INDEX TO EXHIBITS FILED WITH
FORM S-3 REGISTRATION STATEMENT
Exhibit Sequential
Number Description Page No.
- ------- ----------- ----------
4.1 Article 4 of Restated Articles of Organization
of the Registrant (incorporated by reference
to Exhibit 3.1 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
March 31, 1993)
4.2 By-Laws of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-18,
No. 33-14722-B, effective July 23, 1987).
4.3 Form of Common Stock Certificate
(incorporated by reference to Exhibit 10.7
to the Registrant's Registration Statement
on Form S-18, No. 33-14722-B, effective
July 23, 1987)
5 Opinion of Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C., with respect to
the legality of the securities being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C. (reference is
made to Exhibit 5)
24* Power of Attorney contained on the signature page
of this Registration Statement)
99.1* Securities Purchase Agreement between Media
Logic, Inc. and Imprimis SB L.P. dated
December 22, 1997
99.2* Securities Purchase Agreement between Media
Logic, Inc. and Wexford Spectrum Investors
LLC dated December 22, 1997
99.3* Warrant to Purchase Shares of Common Stock,
par value $.01 per share, of Media Logic,
Inc. (Warrant No. WX-1) dated December 29,
1997
99.4* Warrant to Purchase Shares of Common Stock,
par value $.01 per share, of Media Logic,
Inc. (Warrant No. WX-2) dated December 29,
1997
99.5* Warrant to Purchase Shares of Common Stock,
par value $.01 per share, of Media Logic,
Inc. (Warrant No. WX-3) dated December 29,
1997
99.6* Warrant to Purchase Shares of Common Stock,
par value $.01 per share, of Media Logic,
Inc. (Warrant No. WX-4) dated December 29,
1997
99.7* Warrant Agreement between Media Logic, Inc.
and Adar Equities LLC, dated as of October
29, 1997
99.8 Warrant Agreement between Media Logic, Inc.
and Adar Equities LLC, dated as of February 12,
1998
99.9 Warrant Agreement between Media Logic, Inc.
and Boston Group, L.P. dated as of February 12,
1998
* Previously filed.