As filed with the Securities and Exchange Commission on February 11, 2000
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ACCENT COLOR SCIENCES, INC.
(Exact Name of Registrant as Specified in its Charter)
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(State or other Jurisdiction of (Address, including Zip Code, and Telephone (I.R.S. Employer
Incorporation or Organization) Number, including Area Code, of Registrant's Identification Number)
Principal Executive Offices)
CONNECTICUT 800 Connecticut Boulevard 06-1380314
East Hartford, Connecticut, 06108
(860) 610-4000
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(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
Charles E. Buchheit Copy to:
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President and Chief Executive Officer Willard F. Pinney, Jr.
Accent Color Sciences, Inc. Murtha, Cullina, Richter and Pinney, LLP
800 Connecticut Boulevard CityPlace I185 Asylum Street, 29th Floor
East Hartford, Connecticut 06108 Hartford, Connecticut 06103-3469
(860) 610-4000 (860) 240-6000
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Approximate date of the start of proposed sale to the public: From
time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, 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, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434 under
the Securities Act, please check the following box. / /
CALCULATION OF REGISTRATION FEE
- ----------------------- ----------------------- ------------------ --------------------- --------------------
Title of each class Amount to be Proposed maximum Proposed maximum Amount of
of securities to be registered offering price aggregate offering registration fee
registered per unit(1) price
- ----------------------- ----------------------- ------------------ --------------------- --------------------
common stock,
no par value per 12,418,750 $.8925 $11,083,734 $2,926.10
share shares (2)
- ----------------------- ----------------------- ------------------ --------------------- --------------------
(1) Estimated in accordance with Rule 457(c) under the Securities Act of 1933,
solely for the purpose of calculating the registration fee based upon the
average of the high and low sale prices reported on the Over-the-Counter
Bulletin Board system on February 7, 2000.
(2) Pursuant to Rule 416 of the Securities Act, the number of shares of common
stock to be registered on this registration statement also includes an
indeterminate number of shares which may become issuable upon conversion of or
otherwise with respect to the Series C convertible preferred stock to prevent
dilution resulting from stock splits, stock dividends or similar transactions.
The registrant 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 the date as the Commission, acting pursuant to said Section 8(a),
may determine.
The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell nor does it seek an offer to but these securities in any jurisdiction
where the offer or sale is not permitted.
PROSPECTUS
12,418,750 SHARES OF COMMON STOCK
ACCENT COLOR SCIENCES, INC.
---------------------------
This prospectus relates to the periodic sale of up to 12,418,750
shares of common stock of Accent Color Sciences, Inc. that are offered by
certain of our shareholders, that have been issued or may be issuable upon
conversion of some or all of the shares of our Series C Convertible Preferred
Stock and that are issuable upon the exercise of certain warrants that we have
granted. All proceeds from the sale of common stock under this prospectus will
go to the selling shareholders listed on page 15 of the prospectus.
Our common stock is traded on the Over-the-Counter Bulletin Board of
the National Association of Securities Dealers, Inc. under the symbol "ACLR". On
February 7, 2000, the last reported sale price of our common stock as reported
on the OTC was $.87 per share.
---------------------------
The shares of common stock offered hereby involve a high degree of
risk. You should purchase shares only if you can afford a complete loss. See
"Risk Factors" beginning on page 2 for a discussion of certain factors that you
should consider before you purchase any shares of our common stock.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
The date of this prospectus is __________________, 2000.
TABLE OF CONTENTS
PAGE
About Accent Color Sciences, Inc..............................................2
Risk Factors..................................................................2
Forward Looking Statements...................................................13
Where You Can Find More Information..........................................13
Documents We Incorporate By Reference .......................................14
Selling Stockholders ........................................................15
Use of Proceeds..............................................................18
Plan of Distribution ........................................................19
Legal Matters ...............................................................20
Experts .....................................................................21
Index to Exhibits............................................................28
ABOUT ACCENT COLOR SCIENCES, INC.
We design, manufacture and sell innovative, high-speed, highlight
color printing systems ("Truecolor Systems") for integration with digital,
high-speed, monochrome printers and also sell related consumables. Highlight
color printing involves the use of color to enhance traditional monochrome
documents by accenting critical information, such as a balance due on a billing
statement, or by printing graphics, like a company logo. Truecolor Systems are
designed to print highlight color in high-speed, high-volume applications at a
low incremental cost per page without diminishing the speed or performance of
the high-speed, monochrome host printer or affecting the end user's existing
operational methods. They are capable of printing up to 501 pages per minute,
simultaneously utilizing up to eight different colors, including custom colors,
to print or highlight fixed or variable data. Truecolor Systems combine our
proprietary paper handling technology with patented ink jet technology from
Spectra, Inc. Under the agreement with Spectra, we hold an exclusive right to
supply products, which include Spectra ink jet printheads to print color on the
monochrome output from specified high-speed printers from Xerox Corporation,
International Business Machines Corporation and certain other manufacturers,
through the year 2002. We are not, however, currently in compliance with certain
volume purchase requirements necessary to maintain such exclusivity. We also
hold a right to extend the agreement with Spectra for an additional seven years.
We also sell consumables including standard and custom color wax-based
inks, as well as spare parts used with Truecolor Systems. We expect that
consumables will generate recurring revenue that we believe will increase as the
installed base and usage of Truecolor Systems increase.
Accent Color was incorporated under the laws of Connecticut in May
1993. Our principal executive offices are located at 800 Connecticut Boulevard,
East Hartford, Connecticut, 06108. Our telephone number at that address is (860)
610-4000.
RISK FACTORS
An investment in Accent Color common stock involves a high degree of
risk. You should carefully consider the following risk factors and other
information in this prospectus and the documents we incorporate by reference in
evaluating our company before you purchase any shares of our common stock. The
risks we describe below are not the only ones we face. Additional risks and
uncertainties, including those we do not know about now or that we currently
deem immaterial, may also adversely affect our business. If any of the following
risks actually occur, our business, financial condition or results of operations
could be materially adversely affected. In this case, the trading price of the
common stock could decline and you may lose all or part of your investment.
-2-
RISKS RELATED TO OUR BUSINESS
WE HAVE A LIMITED OPERATING HISTORY AND HAVE INCURRED LOSSES SINCE OUR
INCEPTION. IF WE CONTINUE TO LOSE MONEY, OUR OPERATIONS MAY NOT BE
FINANCIALLY VIABLE.
Accent Color was formed in May 1993 and has a limited operating
history. We have incurred losses in each year since our founding and incurred a
net loss of $9,769,853 (before imputed dividend on preferred stock) for the year
ended December 31, 1998 and a net loss of $3,973,854 (before imputed dividend on
preferred stock) for the first nine months of 1999. As a result of these losses,
as of September 30, 1999, we had an accumulated deficit of $51,588,818. Before
any imputed dividends or charges related to potentially beneficial conversion
features associated with the series C preferred stock, we expect to incur
quarterly net losses through at least the second quarter of 2000 and a net loss
for fiscal year 2000. We cannot assure you that thereafter we will be able to
achieve or sustain revenue growth, profitability or positive cash flow on either
a quarterly or annual basis or that profitability, if achieved, will be
sustained.
The anticipated increase in our operating expenses caused by any
expansion of our manufacturing and marketing operations could have a material
adverse effect on our operating results if revenue does not increase at an equal
or greater rate. Also, our expenses for these and other activities are based in
significant part on our expectations regarding future revenue and are fixed to a
large extent in the short term. We may not be able to adjust our spending in a
timely manner to compensate for any unexpected revenue shortfalls.
WE MAY NEED TO RAISE ADDITIONAL CAPITAL IN THE FUTURE TO FUND OUR
OPERATING AND CAPITAL REQUIREMENTS.
Since our inception, we have raised additional funding from time to
time as we have increased our marketing, sales and service efforts, continued
our research and development activities for the enhancement of Truecolor Systems
and increased production of our Truecolor Systems. To date, we have financed our
operations through customer payments, borrowings and the sale of debt and equity
securities.
Although we experienced a slowdown in shipments of our products during
the latter half of 1999 which we believe to be due to year 2000 concerns, we
have received contractual orders and commitments for Truecolor Systems from our
original equipment manufacturer ("OEM") customers of approximately $10 million,
which are deliverable in the year 2000. These currently anticipated levels of
revenue and cash flow are subject to many uncertainties and cannot be assured.
Further, we may change our business plans, or unforeseen events may occur which
might require us to raise additional funds. The need for, and the amount of,
additional funds we may require will depend on many factors, including
o the extent and timing of sales of our Truecolor Systems,
-3-
o the cost associated with sales, marketing and customer technical
support efforts, and
o our operating results.
We cannot assure you that, if needed, additional financing will be
available, or available on acceptable terms. If we are unable to obtain needed
additional financing or generate sufficient cash from our operations, we may
have to reduce or eliminate expenditures for research and development,
production or marketing of our products, or otherwise curtail or discontinue our
operations. Any of these developments could have a material adverse effect on
our business, financial condition and results of operations.
WE ARE DEPENDENT ON A SINGLE PRODUCT LINE.
We do not have a variety of product lines. We anticipate that we will
derive substantially all of our revenue in the foreseeable future from sales of
Truecolor Systems, related consumables and spare parts to our principal OEM
customers. If we are unable to generate enough sales of Truecolor Systems,
wax-based ink and/or spare parts due to market conditions, manufacturing
difficulties or other reasons, we may be unable to continue our business. Since
we only have a single product line, we are particularly vulnerable to the
successful introduction of competitive products by existing or potential
competitors, including our OEM customers.
WE HAVE A LIMITED HISTORY OF PRODUCT MANUFACTURING.
We have a limited manufacturing history and cannot assure that we can
make a successful transition to high-volume production. So far, we have
manufactured only limited quantities of Truecolor Systems and manufacturing
costs have approximated the average selling price of a unit. To make a profit we
must manufacture our products in enough quantities and at acceptable costs.
Future production in enough quantities may pose technical and financial
challenges for us. Our failure to successfully transition and manufacture our
products at a cost adequately below their selling price could have a material
adverse effect on our business, financial condition and results of operations.
WE MAY NOT BE ABLE TO SUCCESSFULLY MARKET OUR PRODUCTS.
Our products are designed for the digital, high-speed production
printing and production publishing market segments that have traditionally
relied on monochrome print. We cannot assure that we will successfully develop
or market our existing or future products or, if any of these products achieve
market acceptance, that we can grow or even sustain market acceptance. Any
actual or perceived problems with our products, whether or not they are
significant, could have a material adverse effect on market acceptance of these
products. Our existing and potential customers may conclude that our products
suffer from real or perceived problems. Even in the absence of any real or
perceived problems, our products may fail to achieve market acceptance.
-4-
A failure of our products to achieve market acceptance for any reason
could have a material adverse effect on our business, financial condition and
results of operations. In addition, the announcement by us or our OEM customers
or competitors of new products and technologies could cause customers to defer
purchases of our existing products, which could have a material adverse effect
on our business, financial condition and results of operations.
WE HAVE A CONCENTRATED CUSTOMER BASE, THEREFORE THE LOSS OF A SINGLE
CUSTOMER COULD NEGATIVELY AFFECT OUR REVENUES AND OPERATING RESULTS.
We anticipate that sales of our Truecolor Systems and consumables to a
limited number of customers will account for substantially all of our revenue.
We have existing contracts with two customers IBM and Xerox (as the successor to
Groupe SET) ("Xerox"). Generally, our customers provide estimates, but not
guarantees, of their future orders. We cannot assure you that these customers
will purchase a significant volume of our products. A substantial difference
between estimated orders and actual orders by any one of our customers, or the
failure of our customers to purchase a significant number of our products, could
have a material adverse effect on our business, financial condition and results
of operations. We cannot assure you that our OEM customers, including IBM and
Xerox, or other companies will not compete with us in the future.
WE RELY ON THIRD PARTY MARKETING, DISTRIBUTION AND SUPPORT.
A significant element of our marketing strategy is to form alliances
with third parties for the marketing and distribution of our products. We cannot
assure you that
o we can maintain our existing alliances or form and maintain
alliances with other parties;
o we can satisfy our contractual obligations with our OEM
customers; or
o our OEM customers will devote adequate resources to market and
distribute our products successfully.
Since our products are marketed and distributed via third parties we have:
o a limited ability to interact with the users of our products and
to observe their experience with our products;
o a lack of control of the marketing, distribution and support
efforts of our OEM customers that may make us less responsive in
recognizing and correcting any problems experienced by the OEM
customers or the end users;
o a lack of control as to the timing of the introduction of our
products; and
-5-
o less information regarding the amount of inventory currently
available and this may reduce our ability to predict fluctuations
in revenue due to a surplus or a shortage of inventory.
The foregoing results of our reliance on third parties to market and
distribute our products could have a significant adverse effect on our business,
financial condition and results of operations. In addition, any disruption in
our relationships with IBM or Xerox, or any future customer, may have a material
adverse effect on our ability to successfully market our Truecolor Systems to
customers.
WE ARE DEPENDENT ON A SOLE SOURCE SUPPLIER FOR A KEY COMPONENT OF OUR
PRODUCTS.
We are dependent on Spectra, a wholly owned subsidiary of Markem,
Inc., as our sole source supplier of ink jet printheads and the hot melt,
wax-based inks used by Truecolor Systems. Spectra has agreed to supply us with
ink jet printheads and wax-based inks under a supply agreement, subject to a
number of conditions. We have an exclusive right, under an agreement with
Spectra, to supply products including Spectra's ink jet printheads in the
worldwide market for printing color on the output from specified high-speed,
monochrome printers marketed by Xerox, IBM and certain other parties through
December 31, 2002, however, we are currently not in compliance with certain
volume purchase requirements necessary to maintain such exclusivity. We also
have an option to renew this agreement for an additional seven year term. Our
reliance on Spectra involves the risks that we may
o be unable to obtain an adequate supply of required printheads or
inks from another supplier in the event that Spectra is unable or
unwilling to do so; and
o have a reduced level of control over the quality, pricing and
timing of delivery of these items.
As we increase the production of Truecolor Systems, we will become
more reliant upon Spectra's ability to manufacture and deliver ink jet
printheads under the supply agreement. Any interruption in our ability to obtain
Spectra printheads of an acceptable quality within the time frame required by us
at an affordable cost could result in delays and increased costs which would
have a material adverse effect on our business, financial condition and results
of operations.
-6-
WE DEPEND ON MAJOR SUBCONTRACTORS AND SUPPLIERS.
We rely on subcontractors and other parties to manufacture,
subassemble and perform certain testing of some modules and parts of Truecolor
Systems. Currently, our ink jet printheads are manufactured solely by Spectra.
We currently perform the final assembly and testing of various Truecolor System
components and of each complete Truecolor System. We plan to hire other parties
to manufacture major components and complete final assembly and testing of
Truecolor Systems in-house. If we do not develop relationships with, or lose,
these subcontractors or suppliers, or if the subcontractors or suppliers fail to
meet our price, quality, quantity and delivery requirements, then we may suffer
a material adverse effect on our business, financial condition and results of
operations.
WE ARE RESPONSIBLE FOR PRODUCT WARRANTIES AND HAVE AGREED TO REPAIR OR
REPLACE OUR PRODUCTS IF DEFECT RATES ARE EXCESSIVE.
We warrant that our Truecolor Systems are free of defects in
workmanship and materials. We have also agreed to repair or replace defective
products without charge when defect rates are excessive. We cannot assure that
we will not experience more warranty claims or product failure rates than we
expected when we originally priced our products and spare parts. Any excess
warranty claims or product failure rates could have a material adverse effect on
our business, financial condition and results of operations.
WE DEPEND ON KEY MANAGEMENT PERSONNEL FOR OUR SUCCESS.
We are substantially dependent on the capabilities and services of our
key technical and management personnel, some of whom have been instrumental in
developing our products and establishing and maintaining strategic relationships
with our key suppliers and major OEM customers. These personnel include Richard
J. Coburn, our co-founder and chairman of the board of directors, and Charles E.
Buchheit, our president and chief executive officer. Mr. Buchheit has an
employment agreement with us that expires on April 14, 2001. Mr. Buchheit may
terminate his employment relationships with us at any time with no penalty other
than the loss of future compensation.
The loss or interruption of the continued service of, and the failure
to promptly replace, either of these key personnel could significantly delay and
may prevent the achievement of our business objectives.
In addition, our future success also depends on our continuing ability
to identify, hire, train and retain other highly qualified technical and
managerial personnel. Competition for these employees is intense and increasing.
We may not be able to attract, assimilate or retain qualified technical and
managerial personnel in the future, and the failure of us to do so would have a
material adverse effect on our business, financial condition and results of
operations.
-7-
RISKS RELATED TO OUR INDUSTRY
OUR SUCCESS DEPENDS ON THE ABILITY TO KEEP PACE WITH RAPID
TECHNOLOGICAL ADVANCES IN THE HIGH-SPEED PRINTER INDUSTRY.
The high-speed printer industry is characterized by evolving
technology and changing market requirements. Our future success depends our
ability to continue to develop and manufacture new products and to enhance
existing products. Consequently, the enhancement of our products is a
development priority. However, in a new and evolving market, customer
preferences can change rapidly and new technology could render existing
technology and product inventory obsolete. Our failure in responding adequately
to changes in our target market, in developing or acquiring new technology or
successfully conforming to market preferences could depress sales of our
existing products and technologies. This may result in declining prices and
inventory obsolescence which would have a material adverse effect on our
business, financial condition and results of operations.
OUR FAILURE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY RIGHTS
COULD HARM OUR BUSINESS.
Because our business depends on technology, we believe the maintenance
of our patents, trademarks, service marks and other proprietary rights in our
unpatented know-how and common law trademarks and service marks are important
for our success and competitive position. We have secured three patents from the
U.S. Patent and Trademark office relative to the mechanical design of our paper
handling and color printing system, which form the core of the Truecolor
Systems. In addition, we have applied for additional U.S. and foreign patent
protection relative to our products.
Our efforts to detect misappropriation of these rights may be
inadequate to prevent others, including our OEM customers, from imitating our
products and infringing on our intellectual property rights. It is possible
that, if challenged, our intellectual property rights may be narrowed or held
invalid by a court of competent jurisdiction. The sale of our copied products by
others could depress sales of our products which could materially adversely
impact our business, financial condition and results of operations.
WE RELY ON THE EFFORTS OF A MAJOR SUPPLIER TO PROTECT ITS INTELLECTUAL
PROPERTY RIGHTS.
We have an exclusive right, under an agreement with Spectra, to supply
products including Spectra's ink jet printheads to our customers. To the extent
that wax-based inks and ink jet printheads purchased from Spectra are covered
under patents or licenses, we rely on Spectra's rights under its patents and
licenses and Spectra's willingness and ability to enforce them. We cannot assure
that Spectra will be willing or able to enforce its patents and maintain its
licenses against third parties. Any unwillingness or inability to do so by
Spectra could have a material adverse effect on our business, financial
condition and results of operations.
-8-
CLAIMS MADE BY THIRD PARTIES THAT WE INFRINGE THEIR PROPRIETARY RIGHTS
COULD RESULT IN INCREASED COSTS.
We believe that our products and technology do not infringe any
existing proprietary rights of others. Third parties may, however, assert
infringement claims against us in the future. We may be unable to successfully
defend against these claims. For example, third party competitors, including our
OEM customers, could assert rights in our intellectual property rights or claim
that the products we offer have violated their proprietary rights. In addition,
our competitors may have filed for patent protection that is not as yet a matter
of public knowledge. Moreover, a court could interpret a third-party's patents
broadly so as to cover some of our products.
We could incur substantial costs and diversion of management resources
with respect to the defense of any claims relating to proprietary rights,
whether or not the assertion of the claim is valid, which could have a material
adverse effect on our business, financial condition and results of operations.
Furthermore, parties making these claims could secure a judgment awarding
substantial damages, as well as injunctive or other equitable relief, which
could effectively block our ability to make, use, sell, distribute or market its
products and services in the U.S. or abroad. Any unfavorable judgment could have
a material adverse effect on our business, financial condition and results of
operations.
In the event a claim relating to proprietary technology or information
is asserted against us, we may seek licenses of that intellectual property in
order to use technology we need to conduct our business. We cannot assure you
that we could obtain a license on commercially reasonable terms, if at all, or
that the terms of any offered licenses will be acceptable. The failure to obtain
the necessary licenses or other rights could preclude the sale, manufacture or
distribution of our products and, therefore, could have a material adverse
effect on our business, financial condition and results of operations.
We are required to indemnify any of our OEM customers against third
party infringement claims. As a result, our business, financial condition and
results of operations could be materially adversely affected if any such
infringement claims are asserted against our OEM customers.
COMPETITION COULD PREVENT OUR EFFORTS TO ESTABLISH MARKET ACCEPTANCE
FOR OUR PRODUCTS AND HARM OUR BUSINESS.
Our competitors may be able to develop products that are more
attractive to customers than our products. We compete, in significant part, on
the basis of advanced proprietary technology in the areas of paper handling, ink
jet color printing and interface software which allows our products to print
variable data, in multiple standard and custom colors at high speeds.
Competition to supply high-speed color printing is fragmented. Many of
our competitors and potential competitors have substantially greater financial
and technical
-9-
resources, longer operating histories, greater name recognition and more
extensive customer bases that could be used to gain market share or product
acceptance. In addition to direct competition from other firms utilizing
high-speed color technologies, we face potential direct competition from firms
improving technologies used in low-speed to medium-speed color printers and
indirect competition from firms producing pre-printed forms.
Other companies may introduce products or product improvements based
on new technologies with little or no advance notice. Manufacturers of
high-speed, monochrome printers may also, in time, develop comparable or more
effective color capability within their own products which may render our
products obsolete. There can be no assurance that we will be able to compete
against future competitors successfully or that competitive pressures we face
will not have a material adverse effect upon the success of our business and
financial condition.
OUR OEM CUSTOMERS MARKET AND SELL OUR PRODUCTS INTERNATIONALLY.
As part of our business strategy, our OEM customers market and sell
our products to end users outside the United States. International sales are
subject to certain inherent risks, including:
o unexpected changes in regulatory requirements;
o export and import restrictions, tariffs and other trade barriers;
o government controls and potential political instability; and
o potentially adverse tax consequences.
Any of the above factors could have a material adverse effect on our
business, financial condition and results of operations.
RISKS RELATED TO THE OFFERING
WE HAVE A LIMITED MARKET FOR OUR COMMON STOCK AND OUR STOCK PRICE IS
VOLATILE.
Our common stock is currently quoted and traded in the
over-the-counter market on the "Electronic Bulletin Board" of the National
Association of Securities Dealers, Inc under the symbol "ACLR." Trading on the
NASD Over-The-Counter Bulletin Board is sporadic and can be highly volatile. The
market price of our common stock has fluctuated in the past and may continue to
be volatile in the future. As a result of these factors, an investor will likely
find it more difficult to sell our stock or to obtain accurate quotations as to
the price of our stock than if the stock were traded on a national securities
exchange or on the Nasdaq national market.
-10-
OUR QUARTERLY OPERATING RESULTS MAY NOT BE A GOOD INDICATOR OF FUTURE
RESULTS AND MAY FLUCTUATE SIGNIFICANTLY, WHICH COULD RESULT IN LOWER
PRICES FOR OUR STOCK.
We expect our quarterly operating results to fluctuate significantly
in the future based upon a number of factors, some of which are outside our
control. As a result, it is possible that our operating results may be below the
expectations of investors in some future period. If this were to occur, the
trading price of our common stock would likely decline, perhaps significantly.
The factors which affect whether our operating results fluctuate
include:
o the volume, timing, delivery and acceptance of customer orders;
o the rate of customer and end-user acceptance of our products and
the volume or nature of warranty claims;
o the market acceptance of host printing systems offered by our OEM
customers;
o changes in our pricing policies or those of our OEM customers or
competitors;
o the relative proportion of printer and consumables sales;
o the timely availability of sufficient volume of sole source
components;
o fluctuations in our research and development expenditures;
o the availability of financing arrangements for certain of our
customers; and
o economic conditions specific to the high-speed printer industry
and general economic conditions.
Additionally, because the purchase of a printing system and
peripherals is expensive, it may take a significant amount of time from the
first sales negotiations for a customer to complete and pay for its purchase.
Historically, certain periods of the year are more profitable than others for
the sale of major equipment such as our Truecolor Systems. We expect
fluctuations in our revenue from quarter to quarter to apply to the purchase of
our systems. Since we sell few units at high average prices, a delay in either
the sale or the receipt of the purchase price for only a few units could have a
considerable adverse effect on the results of operations for a fiscal quarter.
A significant portion of our operating expenses is relatively fixed in
the short term, and planned expenditures are based on sales forecasts. Sales
forecasts by our customers are generally not binding. Revenue levels may fall
below expectations and disproportionately affect operating results since only a
small portion of our expenses vary
-11-
with revenue in the short term, which could have a material adverse effect on
our business, financial condition and results of operations.
OUR DIVIDEND POLICY COULD DEPRESS OUR STOCK PRICE.
We have never declared or paid dividends on our common stock and do
not anticipate declaring or paying any dividends in the foreseeable future. We
plan to retain any future earnings to reduce our accumulated deficit and finance
growth. As a result, our dividend policy could depress the market price for our
common stock.
WE HAVE ANTI-TAKEOVER PROVISIONS IN PLACE THAT COULD DELAY OR PREVENT
A CHANGE IN CONTROL AND THEREFORE HURT OUR SHAREHOLDERS.
Our Restated Certificate of Incorporation contains provisions that
could discourage a proxy contest or make more difficult the acquisition of a
substantial block of our common stock. Our directors are elected on a rotating
basis each year. This makes a change in the composition of the board of
directors more difficult and could make it more difficult for a third party to
acquire control of the company, even if such change of control might benefit the
shareholders. In addition, the board of directors may issue shares of common
stock and preferred stock which, if issued, could dilute and adversely affect
various rights of the holders of shares of common stock. If the board of
directors decides to issue this stock it could discourage an unsolicited attempt
to acquire us.
We are subject to the Connecticut Business Corporation Act, some
provisions of which might prevent a change of control, even a change of control
that might benefit the company and its shareholders.
SHARES ELIGIBLE FOR PUBLIC SALE AFTER THIS OFFERING COULD ADVERSELY
AFFECT OUR STOCK PRICE.
Future sales in the public market of substantial amounts of common
stock or the perception that such sales may occur could cause the market price
of our stock to drop significantly, even if our business is doing well. A
decline in our stock price could also impair our ability to raise capital
through the offering of additional debt or equity securities. Such future sales
of common stock includes shares:
o issuable upon the conversion of shares of series C preferred
stock;
o issuable upon the exercise of the warrants we have granted,
o registered and sold because of the exercise of outstanding
registration rights; and/or
o issuable upon the exercise of other outstanding options or
warrants.
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As of February 8, 2000, we had 21,973,321 shares of common stock
issued and outstanding. If all the outstanding shares of series C and series B
preferred stock are
converted into shares of common stock and if all of the outstanding warrants and
options are exercised, we will have approximately 41,512,567 shares of common
stock issued and outstanding.
FORWARD-LOOKING STATEMENTS
In this prospectus and the documents that we incorporate by reference,
we make statements that relate to our future plans, objectives, expectations and
intentions that involve risks and uncertainties. We have based these statements
on our current expectations and projections about future events. These
statements may be identified by the use of words such as "expect," "anticipate,"
"intend," "plan," "believe" and "estimate" and similar expressions. Any
statements that refer to expectations, projections or other characterizations of
future events or circumstances are forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, and are subject to the
safe harbor created by that Act.
Forward-looking statements necessarily involve risks and
uncertainties. Our actual results could differ materially from those discussed
in, or implied by, these forward-looking statements. Factors that could
contribute to such differences include, but are not limited to, those discussed
in the "Risk Factors" section at page 2 and elsewhere in this prospectus. The
factors set forth in the Risk Factors section and other cautionary statements
made in this prospectus should be read and understood as being applicable to all
related forward-looking statements wherever they appear in this prospectus.
All subsequent written and oral forward-looking statements
attributable to us are expressly qualified in their entirety by the cautionary
statements. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates. We undertake no
obligations to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
WHERE YOU CAN FIND MORE INFORMATION
We are a public company and file annual, quarterly and special reports
and other information with the SEC. You may read and copy and documents we file
at the SEC's Public Reference Room, 450 Fifth Street, N.W., Washington, D.C.
20549. You may obtain further information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. You can obtain copies of
this material from the Public Reference Section of the SEC, Washington, D.C.
20549, at prescribed rates. Our reports, proxy and information statements and
other information are also available to the public at the SEC's web site. The
Internet address of that site is http://www.sec.gov.
This prospectus is only part of a registration statement on Form S-3
that we have filed with the SEC under the Securities Act and therefore omits
certain information
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contained in the registration statement. We have also filed exhibits and
schedules with the registration statement that are excluded from this
prospectus, and you should refer to the applicable exhibit or schedule for a
complete description of any statement referring to any contract or other
document. You may inspect a copy of the registration statement, including the
exhibits and schedules, without charge at the SEC's public reference room or
through its web site.
DOCUMENTS WE INCORPORATE BY REFERENCE
The SEC allows us to "incorporate by reference" the information we
file with it, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is
an important part of this prospectus, and later information that we file with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below, and any future filings we make with the
SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 before the termination of the offering of the securities contemplated by
prospectus. The documents we incorporate by reference are:
o our annual report on Form 10-K/A for the year ended December 31,
1998;
o our quarterly reports on Form 10-Q/A for the quarters ended March
31, 1999, June 30, 1999 and on Form 10-Q for the quarter ended
September 30, 1999; and
o our current reports on Form 8-K filed with the SEC on July 15,
July 26 and December 17, 1999;
o The description of our common stock in our registration statement
on Form 8-A, which became effective December 23, 1996, including
any amendment or report filed to update this description.
You may request a copy of these filings (other than an exhibit to
those filings unless we have specifically incorporated that exhibit by reference
into the filing), at no cost, by writing or telephoning us at the following
address:
Accent Color Sciences, Inc.,
800 Connecticut Boulevard
East Hartford, Connecticut, 06108
Attention: Chief Financial Officer
Telephone: (860) 610-4000
Our internet web address is http://www.accentcolor.com. Information
contained on our web site or in our promotional literature is not incorporated
into this prospectus.
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone (including any
broker or salesman) to provide you with information different from that
contained in this prospectus. If anyone provides you with different or
inconsistent information, you should not rely on it. The selling stockholders
are offering to sell and seeking offers to buy shares of our common stock only
in jurisdictions where offers and sales are permitted. You should assume that
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the information contained in this prospectus is accurate only as of the date
hereof. You should not assume that this prospectus is accurate as of any other
date.
SELLING STOCKHOLDERS
The following table sets forth the name of each selling stockholder,
the number of shares of common stock beneficially owned by the selling
stockholder as of February 11, 2000, the number of shares being offered by each
selling stockholder and the number and (where appropriate, the percentage) of
shares held by the beneficial owner after completion of the offering assuming
that all shares offered by the selling stockholders are sold. All information is
taken from or based on ownership filings made by such persons with the
Securities and Exchange Commission or upon information provided to us by such
person or their agents. Unless otherwise indicated, the persons named in the
table below have sole voting and investment power with respect to all shares of
common stock shown as beneficially owned by them.
The shares being offered are being registered to permit public
secondary trading, and the selling stockholders may offer all or part of the
shares for resale from time to time. However, the selling stockholders are under
no obligation to sell all or any portion of the shares nor are the selling
stockholders obligated to sell any shares immediately under this prospectus.
Because the selling stockholders may sell all or part of their shares, we cannot
estimate the number of shares a selling stockholder will hold upon termination
of any offering made pursuant to this registration statement.
Pursuant to Rule 416 under the Securities Act, selling stockholders
may also offer and sell shares issued with respect to the series C preferred
stock and/or the warrants as a result of stock splits, stock dividends or
similar transactions. The chart below is not intended to constitute a prediction
as to the number of shares of common stock into which the series C preferred
stock will be converted and the warrants that will be exercised.
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Number of Shares Shares Beneficially Owned
Beneficially Owned Shares to be After the Offering (1)(2)
Prior to the Included
Name of Selling Stockholder Offering (1) in the Offering Number Percent
--------------------------- ------------------- --------------- ---------- -------
Accrued Investments, Inc. .......... 100,000 62,000 38,000 *
Donald R. Allred(3) ................ 161,750 43,750 118,000 *
James S. Allsopp ................... 435,928 250,000 185,928 *
Banque Jenni & Cie, S.A ............ 100,000 70,000 30,000 *
Robert A. Bedingfield .............. 62,500 62,500 0 0
Bexley Enterprises Limited ......... 636,986 500,000 136,986 *
Joseph T. Brophy(4) ................ 330,649 250,000 80,649 *
William P. Brown ................... 50,000 45,000 5,000 *
Charles Buchheit(5) ................ 225,000 100,000 125,000 *
Frank J. Campbell III .............. 172,000 140,000 32,000 *
Deed of Trust of F. J. Campbell .... 70,526 60,000 10,526 *
Settlor Dtd 12/30/96, C. Crochiere,
K. Lynam & J. Meyers Co-TTEES(6)
Frank J. Campbell III and Richard A 75,000 75,000 0 0
Hansen TTEES Trust U/W Jane D ......
Campbell
Richard J. Coburn(7) ............... 484,303 25,000 459,303 1.3
Thomas D. Cunningham ............... 250,000 250,000 0 0
Robert G. Donovan .................. 75,698 62,500 13,698 *
Samuel Garre III ................... 70,000 40,000 30,000 *
Richard C. Goodwin ................. 150,000 150,000 0 0
E. Balkeley and Lila K. Griswold ... 77,619 62,500 15,119 *
PMG Eagle Fund ..................... 3,097,500 2,687,500 410,000 1.2
Richard Hodgson(8)(9) .............. 198,750 100,000 98,750 *
James J. Kim ....................... 120,000 120,000 0 0
Richard G. Larsen .................. 125,000 125,000 0 0
Brian Leung Hung Tak ............... 636,986 500,000 136,986 *
Robert A. Leverone ................. 73,349 62,500 10,849 *
Luzon Investments Ltd. ............. 1,687,972 1,000,000 687,972 2.0
Irving L. Mazer(10) ................ 65,215 50,000 15,215 *
Anthony T.S. Montagu ............... 100,000 76,000 24,000 *
Albert G. Nickel ................... 138,698 125,000 13,698 *
Pacific Alliance Limited, LLC ...... 70,000 70,000 0 0
David Parke ........................ 20,000 20,000 0 0
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Number of Shares Shares Beneficially Owned
Beneficially Owned Shares to be After the Offering (1)(2)
Prior to the Included
Name of Selling Stockholder Offering (1) in the Offering Number Percent
--------------------------- ------------------- --------------- ---------- -------
Orbis Pension Trustees Limited ....... 2,687,500 2,437,500 250,000 *
David B. Payne ....................... 25,000 25,000 0 0
George L. Perry ...................... 250,000 250,000 0 0
Robert J. Petras and Christine M ..... 25,000 25,000 0 0
Petras
Willard F. Pinney Jr.(8)(11) ......... 144,799 25,000 119,799 *
Leonide C. Prince .................... 100,000 100,000 0 0
FH Reichel Jr. TTEE FBO Marion R ..... 255,000 100,000 155,000 *
Reichel U/A 2/25/66
Carol A. Sharp ....................... 250,000 250,000 0 0
SS Family Partnership ................ 15,000 15,000 0 0
Elizabeth Steele(12) ................. 219,118 1,500 217,618 *
Robert H. Steele(8)(13) .............. 219,118 112,500 106,618 *
Dr. Gershon Stern .................... 38,000 38,000 0 0
Sunapee Ltd. Partnership ............. 100,000 100,000 0 0
Kristine Szabo ....................... 277,396 250,000 27,396 *
Frederick C. Tecce ................... 30,000 30,000 0 0
Upgrade Inc. ......................... 100,000 100,000 0 0
Waterhouse Nominees LTD .............. 115,000 100,000 15,000 0
Deed of Trust of Holly E. Zug Settlor 25,000 25,000 0 0
DTD 8/5/97 Thomas V. Zug Trustee
Connecticut Innovations, Inc. ........ 1,250,000 1,250,000 0 0
TOTAL: 12,418,750
* Represents beneficial ownership of less than 1% of the outstanding shares
of common stock.
(1) Beneficial ownership is determined in accordance with Rule 13d-3 of the
Securities Exchange Act of 1934, as amended. Shares of common stock subject
to options, warrants, rights or conversion privileges currently exercisable
or exercisable within 60 days of February 11, 2000 are deemed outstanding
for computing the percentage of the person holding such options, warrants,
rights or conversion privileges but are not deemed outstanding for
computing the percentage ownership of any other person.
(2) Assumes all shares offered are sold in the offering.
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(3) Mr. Allred serves as the director of R&D and new business development of
Accent Color. Includes 180,000 shares of common stock subject to currently
exercisable options granted pursuant to the 1995 Stock Incentive Plan.
(4) Mr. Brophy serves as a director of Accent Color. Includes 40,000 shares of
common stock subject to currently exercisable options granted pursuant to
the 1995 Stock Incentive Plan.
(5) Mr. Buchheit serves as the President, CEO, CFO and as a director of Accent
Color. Includes 5,000 shares of common stock subject to currently
exercisable options granted pursuant to the 1995 Stock Incentive Plan and
100,000 shares of common stock subject to currently exercisable warrants.
(6) Includes 10,526 shares of common stock subject to currently exercisable
warrants.
(7) Mr. Coburn serves as the Chairman of the Board of Directors of Accent
Color. Includes 23,334 shares of common stock subject to currently
exercisable options granted pursuant to the 1995 Stock Incentive Plan.
(8) Includes 70,000 shares of common stock subject to currently exercisable
options granted pursuant to the 1995 Stock Incentive Plan.
(9) Mr. Hodgson serves as a director of Accent Color. Includes 3,750 shares of
common stock subject to currently exercisable warrants.
(10) Includes 10,215 shares of common stock subject to currently exercisable
warrants
(11) Mr. Pinney serves as the Secretary and as a director of Accent Color.
Includes 30,000 shares of common stock subject to currently exercisable
warrants granted to Murtha, Cullina, Richter & Pinney LLP, counsel to the
company, of which Mr. Pinney is a partner.
(12) Includes 1,500 shares of common stock subject to currently exercisable
warrants and 200,500 shares beneficially owned by Richard Steele, Mrs.
Steele's spouse, as to all of which Mrs. Steele disclaims beneficial
ownership.
(13) Mr. Steele serves as a director of Accent Color. Includes 17,118 shares of
common stock owned by Mr. Steele's spouse, Elizabeth Steele and 1,500
shares of common stock subject to currently exercisable warrants issued to
Elizabeth Steele, as to all of which Mr. Steele disclaims beneficial
ownership.
USE OF PROCEEDS
All the shares offered by this prospectus are being offered for the
account of the selling stockholders. Accordingly, all net proceeds from any
sales of common stock made hereunder will go to the selling stockholders. We
will receive the exercise price of any warrants exercised by the selling
stockholders. We will use any proceeds received from the exercise of warrants
for working capital and general corporate purposes.
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PLAN OF DISTRIBUTION
We are registering the shares of common stock offered in this
prospectus on behalf of the selling stockholders. This offering is
self-underwritten; neither the selling shareholders nor we have employed an
underwriter for the sale of common stock by the selling shareholders. We have
agreed to pay the expenses of registering the shares under the Securities Act,
including registration and filing fees, blue sky expenses, printing expenses,
accounting fees, administrative expenses and our own counsel fees. We have also
agreed to indemnify the selling stockholders and each of their officers,
directors, members, employees, partners, agents and each person who controls any
of the selling stockholders against certain expenses, claims, losses, damages
and liabilities (or action, proceeding or inquiry by any regulatory or
self-regulatory organization in respect thereof).
The selling stockholders or any of the selling stockholders'
transferees or successors in interest may offer the shares for sale
periodically:
o in the over-the-counter market;
o on one or more exchanges on which the shares are then listed (if any);
o in privately negotiated transactions;
o in an underwritten offering;
o in a combination of the above methods; or
o by any other legally available means.
The sale of any the shares may be made at market prices prevailing at
the time of the sale, at prices related to the prevailing market prices, at
negotiated prices, or at fixed prices.
In addition, the selling stockholders may enter into hedging
transactions with broker-dealers who may engage in short sales of shares of
common stock in the course of hedging the positions they assume with the selling
stockholders. The selling stockholders may also enter into option or other
transactions with broker-dealers that require that delivery by the
broker-dealers of the shares, which shares may be resold thereafter pursuant to
this prospectus.
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The selling shareholders may sell their shares directly to purchasers
or to or through broker-dealers, acting as agents or principals. You should be
aware that these broker-dealers may receive compensation for their services and
it is possible that a particular broker-dealer's compensation may exceed
customary commissions. The selling stockholders and/or any broker-dealers acting
in connection with the sale of the shares may be deemed to be underwriters under
Section 2(11) of the Securities Act. Therefore, any commissions or other
compensation received by them and any profits realized by them on the resale of
the shares as principals may be deemed underwriting compensation under the
securities laws. Neither we nor any selling stockholder can presently estimate
the amount of the compensation.
We have not been advised, as of the date of this prospectus, of any
existing arrangements between any selling stockholder and any other stockholder,
broker, dealer, underwriter or agent relating to the sale or distribution of the
shares.
Each selling stockholder and any other persons participating in a
distribution of securities will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including Regulation M,
which may restrict certain activities of selling stockholders and other persons
participating in a distribution of securities and limit the timing of their
purchases and sales of securities. Furthermore, under Regulation M, persons
engaged in a distribution of securities are prohibited from simultaneously
engaging in market making and certain other activities with respect to the
securities for a specified period of time before the beginning of the
distributions subject to specified exceptions or exemptions. All of the
foregoing may affect the marketability of the securities offered pursuant to
this registration statement.
Any securities covered by this prospectus that qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under that rule rather
than pursuant to this prospectus.
There can be no assurance that the selling stockholders will sell any
or all of the shares of common stock offered by them hereunder.
LEGAL MATTERS
Counsel for Accent Color, Murtha, Cullina, Richter and Pinney, LLP,
CityPlace I, 185 Asylum Street, Hartford, Connecticut 06103-3469, has rendered
an opinion to the effect that the common stock offered for resale pursuant to
this registration statement is duly and validly issued, fully paid and
non-assessable. Murtha, Cullina, Richter & Pinney LLP owns warrants to acquire
up to 30,000 shares of our common stock at an exercise price of $1.19 per share.
Willard F. Pinney, Jr., a partner in Murtha, Cullina, Richter & Pinney
LLP, is a stockholder of Accent Color. Mr. Pinney has served as our Corporate
Secretary since 1993 and has served as a director since 1996.
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EXPERTS
The financial statements incorporated in this prospectus by reference
to Accent Color's Annual Report on Form 10-K/A for the year ended December 31,
1998 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
PricewaterhouseCoopers LLP as experts in auditing and accounting.
-21-
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth our estimates of the expenses incurred
in connection with the sale of common stock being registered, all of which will
be paid by us.
SEC registration fee $2,926
Legal fees and expenses $10,000
Accounting fees and expenses $5,000
Miscellaneous fees and expenses $2,500
TOTAL: $20,426
The selling stockholder will pay all commissions, transfer taxes, and
the fees and expenses of counsel to the selling stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Accent Color is a Connecticut corporation. Sections 33-770 through
33-778 of the Connecticut Business Corporations Act provide that, unless limited
by its certificate of incorporation, a corporation shall indemnify any director
or officer of the corporation against reasonable expenses incurred by him in
connection with any action, suit or proceeding in which he is made or is
threatened to be made a party by reason of having been a director or officer of
the corporation if he was wholly successful in the action, on the merits or
otherwise.
In addition, these sections of the Connecticut Act permit a
corporation by action of its board of directors to indemnify an individual made
a party to a proceeding because he was a director or officer of the corporation
if:
o he or she conducted himself in good faith, and
o he or she reasonably believed (1) in the case of conduct in his official
capacity with the corporation, his conduct was in the best interests of the
corporation and (2) in all other cases, that his conduct was at least not
opposed to the best interests of the corporation and
o in the case of any criminal proceeding, he or she had no reasonable cause
to believe his or her conduct was unlawful.
Section 33-771 also provides that a corporation may not indemnify a
director or officer (1) in connection with a proceeding by or in the right of
the corporation in which
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the director or officer was held liable to the corporation or (2) in connection
with any other proceeding charging improper personal benefit to the director or
officer in which he
was adjudged liable on the basis that personal benefit was improperly received
by him, whether or not the action involved was taken in his official capacity.
Our Restated Certificate of Incorporation limits the personal
liability of a director to the company or its shareholders for monetary damages
for breach of duty as a director, to an amount equal to the amount of
compensation received by the director for serving during the calendar year in
which the violation occurred. This limit on liability is subject to a number of
exceptions, including violations involving a knowing and culpable violation of
law, a breach of duty which enables a director or an associate to receive an
improper personal gain, conduct showing a lack of good faith and conscious
disregard of duty to the company, a sustained and unexcused pattern of
inattention, or the approval of an illegal distribution of assets of the company
to its shareholders.
For purposes of determining the receipt improper personal gains, an
"associate" is defined as (1) any corporation or organization of which an Accent
Color director is an officer or partner or is, directly or indirectly, the
beneficial owner of ten percent or more of any class of voting stock, (2) any
trust or other estate in which a director has at least ten percent beneficial
interest or as to which a director serves as trustee or in a similar fiduciary
capacity and (3) any relative or spouse of a director, or any relative of the
spouse who has the same name as the Accent Color director.
In addition, we also maintain a directors' and officers' insurance and
reimbursement policy.
Item 16. EXHIBITS
Exhibit Index
3(i) Restated Certificate of Incorporation of the Registrant, as
amended *
3(ii) Certificate of Amendment to Restated Certificate of
Incorporation**
3(iii) Bylaws of the Registrant, as amended December 29, 1996***
5 Opinion of Murtha, Cullina, Richter and Pinney, LLP
10(i) Form of Securities Purchase Agreement dated as of
November 30, 1999
10(ii) Certificate of Designations, Preferences and Rights of Series
C Convertible Preferred Stock
10(iii) Form of Warrant Agreement dated as of Nov. 30, 1999
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10(iv) Form of Registration Rights Agreement dated as of
November 30, 1999
23(i) Consent of Murtha, Cullina, Richter and Pinney, LLP (included
in the opinion under Exhibit 5)
23(ii) Consent of PricewaterhouseCoopers LLP
24 Power of attorney pursuant to which this registration
statement is signed by certain directors
* incorporated by reference to Exhibit 3(ii) to Accent Color's Current Report on
Form 8-K dated January 9, 1998 and filed with the SEC.
** incorporated by reference to Exhibit 3(i) to Accent Color's Current Report on
Form 8-K dated January 9, 1998 and filed with the SEC.
*** incorporated by reference to Exhibit 3(ii) to Accent Color's registration
statement on Form S-3 and filed with the SEC on December 30, 1997, as amended
(file no. 333-43467).
Item 17. UNDERTAKINGS
The undersigned registrant undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, to the extent that the information required to be
included in the post-effective amendment is not contained in periodic reports
filed by Accent Color with or furnished to the SEC pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 and incorporated by
reference herein;
(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 expressed in the registration
statement, to the extent that the information required to be included in the
post-effective amendment is not contained in periodic reports filed by Accent
Color with or furnished to the SEC pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 and incorporated by reference herein; and
(iii) To include any significant information with respect to the plan
of distribution not previously disclosed in the registration statement or any
significant change to the information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to be a new
registration statement
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relating to the securities offered therein, and the offering of 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 that remain unsold at the termination of
the offering.
The undersigned registrant undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered in that registration statement, and the offering of securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission the indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. If a claim for indemnification
against these 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 a
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 indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final
adjudication of the issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, who is duly authorized,
in the City of East Hartford, State of Connecticut on this 11th day of February
2000.
ACCENT COLOR SCIENCES, INC.
----------------------------------
By: Charles E. Buchheit
Title: President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, the
following persons have signed this registration statement in the capacities and
on the dates indicated.
Signature Title Date
--------- ----- ----
By:_______________________ President, Chief Executive February 11, 2000
Name: Charles E. Buchheit Officer and Chief Financial
Officer
By:_______________________* Vice Chairman and Chief February 11, 2000
Name: Norman L. Milliard Technology Officer
By:_______________________* Chairman of the Board of Directors February 11, 2000
Name: Richard J. Coburn
By:_______________________* Director February 11, 2000
Name: Joseph T. Brophy
By:_______________________* Director February 11, 2000
Name: Richard Hodgson
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Signature Title Date
--------- ----- ----
By:_______________________* Secretary and Director February 11, 2000
Name: Willard F. Pinney, Jr.
By:_______________________* Director February 11, 2000
Name: Robert H. Steele
* Signature by Charles E. Buchheit, attorney-in-fact
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