As filed with the Securities and Exchange Commission on February 24, 2000
Registration No. 333-30130
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-3/A
ON
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
ACCENT COLOR SCIENCES, INC.
(Exact Name of Registrant as Specified in its Charter)
---------------------------
(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
---------------------------
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
Charles E. Buchheit Copy to:
--------
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
---------------------------
Approximate date of the start of proposed sale to the public: From time
to time after this registration statement becomes effective.
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 check the following box.[X]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, 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
registrations 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,
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(2)
share shares
- ----------------------- ----------------------- ------------------ --------------------- --------------------
(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) Fee paid previously in connection with the registration statement on Form
S-3 filed on February 11, 2000 (file no. 333-30130).
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 buy 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 registration for resale of up to
12,418,750 shares of common stock of Accent Color Sciences, Inc. that are
offered by certain of our shareholders named in this prospectus. The shares
offered for sale are issuable upon conversion of some or all of the outstanding
shares of our Series C Convertible Preferred Stock or have been issued in
connection with a private placement of our common stock or are issuable upon the
exercise of certain warrants that we have granted. Please see "Selling
Stockholders."
We will not receive any of the proceeds from sales of the shares of
common stock by the selling stockholders, all of which will go to the selling
stockholders.
Our common stock is traded on the Over-the-Counter Bulletin Board of
the National Association of Securities Dealers, Inc. under the symbol "ACLR".
The selling stockholders may sell their shares of common stock in transactions
reported on the OTC Bulletin Board or may offer their shares for sale through
other public or private transactions. Please see "Plan of Distribution."
On February 22, 2000, the last reported sale price of our common stock
as reported on the OTC Bulletin Board was $.94 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...................................................12
Recent Developments..........................................................12
Where You Can Find More Information..........................................14
Documents We Incorporate By Reference .......................................14
Selling Stockholders ........................................................15
Use of Proceeds..............................................................19
Plan of Distribution ........................................................20
Description of Our Securities................................................22
Legal Matters ...............................................................25
Experts .....................................................................25
Index to Exhibits............................................................27
1
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. We currently sell Truecolor
Systems under agreements with two original equipment manufacturers,
International Business Machines Corporation and Xerox Corporation, for resale by
them as IBM or Xerox products. 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.
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
4
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). 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
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.
5
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. Therefore, Spectra could
terminate our right of exclusivity, if it chose to do so, but not our right to
purchase products from Spectra. 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.
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.
6
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.
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
7
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.
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
8
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 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.
9
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 OTC
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.
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;
10
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 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
11
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 our series B and 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.
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 our
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
12
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.
RECENT DEVELOPMENTS
Closing of private placement financing; agreement with series B
preferred stockholders
On December 7, 1999, we concluded a private equity financing of a newly
issued series of our preferred stock. In the financing, we issued 33,589 shares
of Series C Convertible Preferred Stock, receiving gross proceeds of $100 per
share or a total of $3,358,900. Each share of series C preferred stock is
convertible at a fixed conversion rate of $0.40 divided into the $100 purchase
price. See "Selling Stockholders."
In connection with the closing of our series C financing, holders of
our series B preferred stock agreed to accept terms similar to those of the
series C preferred holders. As part of the agreement, the series B preferred
holders agreed to accept the same fixed conversion rate as the series C holders.
In addition, the series B preferred holders no longer receive a 6% annual
premium or have redemption rights.
Increase in the number of shares of our authorized common stock
At our annual meeting of stockholders held on Nov. 29, 1999, the
stockholders approved an amendment to the restated certificate of incorporation
increasing the authorized number of shares of our common stock from 35,000,000
to 50,000,000 shares.
Increase in the number of shares issuable under our 1995 Stock
Incentive Plan
At our annual meeting of stockholders held on Nov. 29, 1999, the
stockholders approved an amendment to our 1995 Stock Incentive Plan (the "Plan")
increasing the number of shares of common stock issuable under the Plan from
2,000,000 to 4,000,000 shares.
Addition of Richard A. Hansen to our board of directors
Richard A. Hansen was elected by our board of directors as an
additional member of the board of directors on January 31, 2000. Mr. Hansen
founded the investment banking firm Pennsylvania Merchant Group ("PMG") in 1986
and has served as its Chairman and Chief Executive Officer for the past thirteen
years. Mr. Hansen also founded Radnor Venture Partners, a venture capital fund,
which was co-managed by PMG and Safeguard Scientifics, Inc. Prior to forming
PMG, Mr. Hansen served as a Vice President with Kidder Peabody & Co., Inc. and
as Senior Vice President with Blyth
13
Eastman Dillon which was acquired by Paine Webber Group Inc. Prior to his
investment banking career, he worked for Air Products & Chemicals specializing
in merger and acquisition activity.
Mr. Hansen serves on the Board of Directors of several private and
public technology-based companies including Ultralife Batteries and Computone
Corporation. He received a B.S. in Mechanical Engineering from the Rochester
Institute of Technology and an M.S. in Industrial Administration from the
Krannert Graduate School of Business of Purdue University.
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 filed as Form
S-3/A on Form S 2 with the SEC under the Securities Act and therefore omits
certain information 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 other documents that contain the information. The information
we incorporate by reference is considered to be a part of this prospectus and
automatically updates and supersedes previously filed information. We
incorporate by reference the documents listed below and all of our filings made
pursuant to the Exchange Act prior to the effectiveness of the registration
statement:
o our annual report on Form 10-K for the year ended December 31,
1998;
o our annual report on Form 10-K/A for the year ended December 31,
1998;
o our quarterly report on Form 10-Q for the quarter ended March 31,
1999;
o our quarterly report on Form 10-Q/A for the quarter ended March
31, 1999;
o our quarterly report on Form 10-Q for the quarter ended June 30,
1999;
14
o our quarterly report on Form 10-Q/A for the quarter ended June
30, 1999;
o our quarterly report 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.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this prospectus.
Our latest annual report to shareholders (which includes copies of our
Form 10-K and Form 10-K/A for the year ended December 31, 1998) and our latest
quarterly report on Form 10-Q for the period ended September 30, 1999 will be
delivered together with this prospectus.
You may request additional copies of any of the filings listed above
(including any exhibits thereto), 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
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
This prospectus covers primarily shares of our common stock issuable
upon conversion of shares of our Series C preferred stock. Most of the persons
listed below were purchasers of series C preferred stock and the shares of
common stock included in this prospectus on their behalf are those shares which
they may acquire at any time by converting some or all of their shares of series
C preferred stock into common stock. There are 33,589 shares of series C
preferred stock outstanding. All of these shares were
15
sold in a private equity financing which concluded on December 7, 1999. We
received gross proceeds of $100 per share or a total of $3,358,900. Each share
of series C preferred stock is convertible at a fixed conversion rate of $0.40
divided into the $100 purchase price. Therefore, each share of series C
preferred stock is convertible at any time into 250 shares of common stock and
all outstanding shares of series C preferred stock are convertible into
8,397,250 shares of common stock. All of these shares are included in the
following table.
The following table also includes shares being registered pursuant to
the exercise of "piggy-back" registration rights which we have agreed to in the
past in connection with previous private placement financings. These include
shares previously issued and shares issuable under outstanding warrants to
purchase our common stock. Most of these shares are held by or issuable on the
exercise of warrants held by two institutional purchasers, the PMG Eagle Fund
and Orbis Pension Trustees Limited, that participated in an interim or "bridge"
financing which concluded on September 8, 1999.
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. Except as set
forth in the footnotes to the table, none of the selling stockholders has held
any position or office with, or otherwise had a material relationship with, us
in the past three years. 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 selling stockholders are acting individually, not as a group. The
shares which may be 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.
16
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) 308,334 100,000 208,334 *
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) 504,303 25,000 479,303 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
17
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. The selling
stockholders may or may not sell all or any portion of the shares
included in this registration statement in their individual discretion.
18
(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 88,334 shares of common stock subject to options
currently exercisable or exercisable within 60 days 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 43,334 shares of common stock subject to options
currently exercisable or exercisable within 60 days 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. The
selling stockholders will pay any underwriting discounts and commissions and
expenses incurred by the selling stockholders for brokerage, accounting, tax or
legal services or any other expenses incurred by the selling stockholders in
disposing of the shares. We have agreed to pay the
19
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 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.
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 stockholders nor we have employed an
underwriter for the sale of common stock by the selling stockholders. As used in
this prospectus, the term "selling stockholders" includes donees, pledgees,
transferees or other successors-in-interest selling shares received after the
date of this prospectus from a selling stockholder as a gift, pledge,
partnership distribution or other non-sale related transfer.
The selling stockholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale. As a result,
there can be no assurance that the selling stockholders will sell any or all of
the shares of common stock offered by this prospectus. 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. The selling stockholders may offer the shares for sale by one or
more of, or a combination of, the following methods:
o purchases by a broker-dealer as principal and resale by such
broker-dealer for its own account pursuant to this prospectus;
o ordinary brokerage transactions in the OTC marketplace and
transactions in which the broker solicits purchasers;
o block trades in which the 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;
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; or
o by any other legally available means.
In addition, 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.
20
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.
To the extent required, this prospectus may be amended or supplemented
from time to time to describe a specific plan of distribution. 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.
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.
In order to comply with the securities laws of certain states, if
applicable, the shares must be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
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.
We have 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). We have also
agreed with the selling stockholders to keep the registration statement of which
this prospectus constitutes a part effective until the earlier of (1) such time
as all of the shares covered by this prospectus have been disposed of pursuant
to and in accordance with the registration statement or (2) the selling
stockholders become
21
eligible to resell the shares covered by this prospectus pursuant to Rule 144(k)
under the Securities Act.
DESCRIPTION OF OUR SECURITIES
We are authorized to issue 50,000,000 shares of common stock, no par
value, and 500,000 shares of preferred stock, no par value. Set forth below is a
brief description of our capital stock, including summaries of certain
provisions in the Company's restated certificate of incorporation, its Bylaws
and the Connecticut Business Corporations Act (the "Act") and other laws of the
State of Connecticut and are qualified in their entirety by reference to such
documents, copies of which have been filed as exhibits to the registration
statement.
Common Stock
Our common stock is traded on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc. under the symbol "ACLR." The transfer
agent and registrar of our common stock is American Stock Transfer & Trust
Company.
As of February 8, 2000, there were 21,973,321 shares of common stock
issued and outstanding. In addition, there were
o 8,397,250 shares of common stock reserved for issuance on
conversion of shares of series C preferred stock;
o 3,640,899 shares reserved for issuance on conversion of shares of
series B preferred stock;
o 4,268,347 shares reserved for issuance upon exercise of certain
outstanding warrants; and
o 3,232,750 shares reserved for issuance upon exercise of stock
options granted under our 1995 Stock Incentive Plan.
Common stockholders are entitled to receive ratably such dividends as
may be declared on the common stock by our board of directors out of funds
legally available therefor, subject to the prior rights of holders of preferred
stock. Holders of common stock are entitled to one vote for each share held of
record with respect to the election of directors and other matters submitted for
a vote of shareholders and are not entitled to cumulative voting. Holders of
common stock vote together with holders of preferred stock as a single class
with respect to the election of directors and other matters.
Upon the liquidation, dissolution or winding up of the company, the
holders of common stock are entitled to receive ratably the Company's net assets
available after the payment of all debts and other liabilities and subject to
the prior rights of the outstanding shares of our series B and series C
preferred stock. Holders of common stock have no preemptive, subscription,
redemption or conversion rights.
22
Preferred Stock
The rights, preferences and privileges of shareholders of common stock
are subject to the prior rights of the outstanding shares of our series B and
series C preferred stock.
Series A preferred stock
Pursuant to article fourth of our restated certificate of
incorporation, our board or directors has designated a series of preferred stock
entitled series A convertible preferred stock. All previously issued shares of
series A preferred stock have been converted into common stock and there are no
shares of such series outstanding.
Series B preferred stock
In 1997, our board of directors designated a series of 4,500 shares of
our previously authorized preferred stock to be designated as the Series B
Convertible Preferred Stock. On January 13, 1998, we issued 4,500 shares of the
series B stock at a price of $1,000 per share. The series B preferred stock is
convertible into such number of shares of common stock as is determined by
dividing $1,113.43 (being the face value of $1,000 of each share of series B
stock plus a 6% premium from the date of issuance to Nov. 30, 1999 when such
premiums ceased to accrue) by a fixed conversion rate of $0.40. Therefore, each
share of series B stock is convertible into approximately 2,784 shares of common
stock.
The holders of the series B preferred stock carry voting rights as
provided in the our restated certificate of incorporation and as otherwise
provided by the Act. Holders of series B preferred stock vote together with
holders of common stock and holders of series C preferred stock as a single
class with respect to the election of directors and other matters. Each holder
of series B preferred stock is entitled to as many votes with respect to each
share of series B preferred stock held on the record date for such vote as the
number of shares of common stock into which a share of series B preferred stock
is then convertible.
The series B preferred stock does not bear dividends. The series B
preferred stock ranks senior to our common stock and equal to our series C
preferred stock with respect to liquidation. Each share of series B preferred
stock is entitled to receive $ 1,113.43 upon liquidation. As of February 8,
2000, there were 1,308 shares of series B preferred stock outstanding all held
by one institutional investor.
Series C preferred stock
On November 29, 1999, the board of directors designated a series of
50,000 shares of our previously authorized preferred stock, no par value per
share, to be designated as the Series C Convertible Preferred Stock. On December
7, 1999, we concluded the issuance of 33,589 shares of series C preferred stock
at a purchase price of $100 per share. The series C preferred stock is
convertible at any time into shares of our common stock at a fixed conversion
price of $0.40 per share.
23
The holders of the series C preferred stock carry voting rights as
provided in the our restated certificate of incorporation and as otherwise
provided by the Act. Holders of series C preferred stock vote together with
holders of common stock and holders of series B preferred stock as a single
class with respect to the election of directors and other matters. Each holder
of series C preferred stock is entitled to as many votes with respect to each
share of series C preferred stock held on the record date for such vote as the
number of shares of common stock into which a share of series C preferred stock
is then convertible.
Series C holders are entitled to receive noncumulative cash dividends
as declared by the board of directors, except that no such dividend can be
declared unless an equivalent, ratable dividend is also declared on the
outstanding shares of series B preferred stock. In addition, series C holders
are entitled to receive cumulative dividends at a rate of 8% per year of the
initial purchase price of $100 per share but only upon the occurrence of a
Liquidation Event, provided that any such dividend is coupled with an equivalent
ratable dividend to the holders of the series B stock. A "Liquidation Event" is
defined to include a merger (except a merger in which Accent Color is the
surviving entity), consolidation, dissolution, winding up or sale of
substantially all of the assets of the company, unless the holders of at least
75% of the series B and series C stock determine that any such event is not a
Liquidation Event.
In the event of any voluntary or involuntary liquidation of the
company, the series C holders rank equal to the series B holders in right of
payment and senior to the common stock. As of February 8, 2000, there were
33,589 shares of series C preferred stock outstanding.
Certain provisions of Connecticut law and our restated certificate of
incorporation
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. The restated certificate of incorporation
provides for a classified board of directors, and members of the board of
directors may be removed only upon the affirmative vote of holders of at least
two-thirds of the shares of our capital stock issued and outstanding and
entitled to vote. In addition, since the board of directors is authorized to
issue shares of common stock and preferred stock any such issuance could dilute
and adversely affect various rights of the holders of shares of common stock
and, in addition, could be used to discourage an unsolicited attempt to acquire
control of the company.
As a Connecticut corporation, we are subject to the Act, some
provisions of which prohibit a publicly-held Connecticut corporation from
engaging in a "business combination" (including the issuance of equity
securities which have an aggregate market value of 5% or more of the total
market value of our outstanding shares) with an "interested shareholder" (as
defined in the Act) for a period of five years from the date of the
shareholder's purchase of stock unless approved in a prescribed manner. The
application of this section could prevent a change of control. Generally,
approval is required by the board of directors and by a majority of our
non-employee directors and by 80% of our outstanding shares and two-thirds of
the voting power of shares other than
24
shares held by the interested shareholder. There can be no assurance that these
provisions will not prevent us from entering into a business combination that
otherwise would be beneficial to us.
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 and Pinney LLP owns a warrant 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 and
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.
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.
25
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 $15,000
Accounting fees and expenses $7,500
Miscellaneous fees and expenses $2,500
TOTAL: $27,926
The selling stockholders will pay any underwriting discounts and
commissions and expenses incurred by the selling stockholders for brokerage,
accounting, tax or legal services or any other expenses incurred by the selling
stockholders in disposing of the shares of common stock covered by this
prospectus.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
We are a Connecticut corporation. Sections 33-770 through 33-778 of the
Connecticut Business Corporations Act ("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 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
26
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
(a) Exhibits:
Exhibit No. Exhibit
--------- -------
3.1 Restated Certificate of Incorporation of the Company, as
amended (filed herewith).
3.2 Certificate of Amendment to Restated Certificate of
Incorporation, dated Nov. 29, 1999 (filed herewith).
3.3 Certificate of Designations, Preferences and Rights of Series
B Convertible Preferred Stock (filed herewith as part of
Exhibit 3.1).
3.4 Certificate of Designations, Preferences and Rights of Series
C Convertible Preferred Stock, dated Nov. 29, 1999 (filed
herewith).
3.5 Bylaws of the Company, as amended December 29, 1996(1)
4.1 Letter agreement with holders of Series B Convertible
Preferred Stock modifying rights to conform with Series C
Convertible Preferred Stock
27
(filed herewith).
5 Opinion of Murtha, Cullina, Richter and Pinney, LLP (filed
herewith)
10.1 Product Development and Distribution Agreement dated February
16, 1996 between the Company and Xerox Corporation (2).
10.2 Letter of Understanding dated July 2, 1996 between the Company
and Xerox Corporation supplementing the Product Development
and Distribution Agreement (2).
10.3 Amendment to Product Development and Distribution Agreement
between the Company and Xerox Corporation dated February 29,
1996 (2).
10.4 Loan Agreement Promissory Note dated February 29, 1996 between
the Company and Xerox Corporation (2).
10.5 Product Purchase Agreement dated April 16, 1996 between the
Company and International Business Machines Corporation (2).
10.6 Letter Agreement supplementing Product Purchase Agreement
between the Company and International Business Machines
Corporation dated February 23, 1996 (2).
10.7 OEM Supply Agreement dated January 8, 1996 between the Company
and Spectra, Inc. (2).
10.8 Amendment No. 1 to the OEM Supply Agreement dated July 12,
1996 between the Company and Spectra, Inc. (2).
10.9 Lease Agreement dated February 16, 1996 between the Company
and John Hancock Mutual Life Insurance company (2).
10.10 Memorandum of Understanding dated October 10, 1996 between the
Company and Oce van der Grinten, N.V. (2).
10.11 Accent Color Sciences, Inc. 1995 Stock Incentive Plan., as
amended through Nov. 29, 1999 (filed herewith).
10.12 Employment Agreement dated December 14, 1993 between the
Company and Norman L. Milliard (2).
10.13 Amendment No. 1 to Employment Agreement between the Company
and Norman L. Milliard dated as of January 1, 1995 (2).
10.14 Employment Agreement dated December 14, 1993 between the
Company and Richard J. Coburn (2).
28
10.15 Consulting Agreement dated August 2, 1994 between the Company
and Peter Teufel (2).
10.16 Consulting Agreement dated May 3, 1996 between the Company and
Raymond N. Smith. (2).
10.17 Consulting Agreement Dated August 2, 1994 between the Company
and Klaus Werding (2).
10.18 Letter Agreement dated February 28, 1996 between the Company
and Pennsylvania Merchant Group Ltd. (2).
10.19 Letter Agreement dated May 6, 1996 between the Company and
Pennsylvania Merchant Group Ltd. (2).
10.20 Termination Agreement dated August 20, 1996 between the
Company and Pennsylvania Merchant Group Ltd. (2).
10.21 Termination Agreement dated March 29, 1996 between the Company
and Knickerbocker Securities, Inc. (2).
10.22 Form of nondisclosure agreement between the Company and its
employees (2).
10.23 Form of Registration Rights Agreement Relating to sale of
Preferred Stock of the Company (2).
10.24 Form of Registration Rights Agreement Relating to sale of
Series III Debentures of the Company (2).
10.25 Form of Registration Rights Agreement Relating to warrants
issued in connection with Series III Debentures of the Company
(2).
10.26 Form of Registration Rights Agreement Relating to Warrants
issued in connection with Series IV Debentures of the Company
(2).
10.27 Form of Registration Rights Agreement Relating to sale of
Common Stock of the Company (2).
10.28 Registration Rights Agreement Relating to Warrants issued by
the Company to Xerox Corporation (2).
10.29 Form of Registration Rights Agreement Relating to Warrants
issued pursuant to sale of Interim Notes (2).
10.30 Form of Securities Purchase Agreement dated as of Jan. 9, 1998
(3).
10.31 Form of Warrant issued in connection with the 1998 Private
Placement (3).
29
10.32 Form of Registration Rights Agreement dated as of Jan. 9, 1998
(3).
10.33 Employment Agreement dated April 15, 1998 between Charles E.
Buchheit and the Company (4).
10.34 Loan Agreement between the Company and International Business
Machines Corporation (5).
10.35 Promissory Note between the Company and International Business
Machines Corporation (5).
10.36 Security Agreement between the Company and International
Business Machines Corporation (5).
10.37 Form of Securities Purchase Agreement dated as of November 30,
1999 (6).
10.38 Form of Warrant Agreement dated as of November 30, 1999 (6).
10.39 Form of Registration Rights Agreement dated as of November 30,
1999 (6).
23.1 Consent of Murtha, Cullina, Richter and Pinney, LLP (filed
herewith in the opinion set forth as Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP (filed herewith).
24 Power of attorney pursuant to which this registration
statement is signed by certain directors (6).
(1) incorporated by reference from Accent Color's registration statement on Form
S-3 (file no. 333-43467) filed December 30, 1997, as amended.
(2) incorporated by reference from Accent Color's registration statement (file
no. 333-14043) on Form S-1 filed on Oct. 15, 1996, as amended.
(3) incorporated by reference from Accent Color's registration statement (file
no. 333-45321) on Form S-3 filed on Jan. 30, 1998, as amended.
(4) incorporated by reference from Accent Color's quarterly report on Form 10-Q
for the quarter ended June 30, 1998.
(5) incorporated by reference from Accent Color's quarterly report on Form 10-Q
for the quarter ended Sep. 30, 1998.
(6) incorporated by reference from Accent Color's registration statement (file
no. 333-30130) on Form S-3 filed on Feb. 11, 2000.
30
Item 17. UNDERTAKINGS
(a) 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, as amended (the
"Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if
the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement;
(2) That, for the purposes of determining any liability under
the Securities Act, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at the 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) 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
31
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of the issue.
32
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/A on Form S-2 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
24th day of February 2000.
ACCENT COLOR SCIENCES, INC.
/s/
----------------------------------
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: /s/ President, Chief Executive February 24, 2000
------------------------ Officer and Chief Financial
Name: Charles E. Buchheit Officer
By: /s/ Vice Chairman and Chief February 24, 2000
------------------------ Technology Officer
Name: Norman L. Milliard
By: /s/ Chairman of the Board of February 24, 2000
------------------------ Directors
Name: Richard J. Coburn
By: /s/ * Director February 24, 2000
------------------------
Name: Joseph T. Brophy
By: /s/ * Director February 24, 2000
------------------------
Name: Richard Hodgson
33
By: /s/ * Secretary and Director February 24, 2000
------------------------
Name: Willard F. Pinney, Jr.
By: /s/ * Director February 24, 2000
------------------------
Name: Robert H. Steele
* Signature by Charles E. Buchheit, attorney-in-fact
34
EXHIBIT INDEX
Exhibit No. Exhibit
--------- -------
3.1 Restated Certificate of Incorporation of the Company, as
amended (filed herewith).
3.2 Certificate of Amendment to Restated Certificate of
Incorporation, dated Nov. 29, 1999 (filed herewith).
3.3 Certificate of Designations, Preferences and Rights of Series
B Convertible Preferred Stock (filed herewith as part of
Exhibit 3.1).
3.4 Certificate of Designations, Preferences and Rights of Series
C Convertible Preferred Stock, dated Nov. 29, 1999 (filed
herewith).
3.5 Bylaws of the Company, as amended December 29, 1996(1)
4.1 Letter agreement with holders of Series B Convertible
Preferred Stock modifying rights to conform with Series C
Convertible Preferred Stock (filed herewith).
5 Opinion of Murtha, Cullina, Richter and Pinney, LLP (filed
herewith)
10.1 Product Development and Distribution Agreement dated February
16, 1996 between the Company and Xerox Corporation (2).
10.2 Letter of Understanding dated July 2, 1996 between the Company
and Xerox Corporation supplementing the Product Development
and Distribution Agreement (2).
10.3 Amendment to Product Development and Distribution Agreement
between the Company and Xerox Corporation dated February 29,
1996 (2).
10.4 Loan Agreement Promissory Note dated February 29, 1996 between
the Company and Xerox Corporation (2).
10.5 Product Purchase Agreement dated April 16, 1996 between the
Company and International Business Machines Corporation (2).
10.6 Letter Agreement supplementing Product Purchase Agreement
between the Company and International Business Machines
Corporation dated February 23, 1996 (2).
10.7 OEM Supply Agreement dated January 8, 1996 between the Company
and Spectra, Inc. (2).
35
10.8 Amendment No. 1 to the OEM Supply Agreement dated July 12,
1996 between the Company and Spectra, Inc. (2).
10.9 Lease Agreement dated February 16, 1996 between the Company
and John Hancock Mutual Life Insurance company (2).
10.10 Memorandum of Understanding dated October 10, 1996 between the
Company and Oce van der Grinten, N.V. (2).
10.11 Accent Color Sciences, Inc. 1995 Stock Incentive Plan., as
amended through Nov. 29, 1999 (filed herewith).
10.12 Employment Agreement dated December 14, 1993 between the
Company and Norman L. Milliard (2).
10.13 Amendment No. 1 to Employment Agreement between the Company
and Norman L. Milliard dated as of January 1, 1995 (2).
10.14 Employment Agreement dated December 14, 1993 between the
Company and Richard J. Coburn (2).
10.15 Consulting Agreement dated August 2, 1994 between the Company
and Peter Teufel (2).
10.16 Consulting Agreement dated May 3, 1996 between the Company and
Raymond N. Smith. (2).
10.17 Consulting Agreement Dated August 2, 1994 between the Company
and Klaus Werding (2).
10.18 Letter Agreement dated February 28, 1996 between the Company
and Pennsylvania Merchant Group Ltd. (2).
10.19 Letter Agreement dated May 6, 1996 between the Company and
Pennsylvania Merchant Group Ltd. (2).
10.20 Termination Agreement dated August 20, 1996 between the
Company and Pennsylvania Merchant Group Ltd. (2).
10.21 Termination Agreement dated March 29, 1996 between the Company
and Knickerbocker Securities, Inc. (2).
10.22 Form of nondisclosure agreement between the Company and its
employees (2).
10.23 Form of Registration Rights Agreement Relating to sale of
Preferred Stock of the Company (2).
10.24 Form of Registration Rights Agreement Relating to sale of
Series III
36
Debentures of the Company (2).
10.25 Form of Registration Rights Agreement Relating to warrants
issued in connection with Series III Debentures of the Company
(2).
10.26 Form of Registration Rights Agreement Relating to Warrants
issued in connection with Series IV Debentures of the Company
(2).
10.27 Form of Registration Rights Agreement Relating to sale of
Common Stock of the Company (2).
10.28 Registration Rights Agreement Relating to Warrants issued by
the Company to Xerox Corporation (2).
10.29 Form of Registration Rights Agreement Relating to Warrants
issued pursuant to sale of Interim Notes (2).
10.30 Form of Securities Purchase Agreement dated as of Jan. 9, 1998
(3).
10.31 Form of Warrant issued in connection with the 1998 Private
Placement (3).
10.32 Form of Registration Rights Agreement dated as of Jan. 9, 1998
(3).
10.33 Employment Agreement dated April 15, 1998 between Charles E.
Buchheit and the Company (4).
10.34 Loan Agreement between the Company and International Business
Machines Corporation (5).
10.35 Promissory Note between the Company and International Business
Machines Corporation (5).
10.36 Security Agreement between the Company and International
Business Machines Corporation (5).
10.37 Form of Securities Purchase Agreement dated as of November 30,
1999 (6).
10.38 Form of Warrant Agreement dated as of November 30, 1999 (6).
10.39 Form of Registration Rights Agreement dated as of November 30,
1999 (6).
23.1 Consent of Murtha, Cullina, Richter and Pinney, LLP (filed
herewith in the opinion set forth as Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP (filed herewith).
37
24 Power of attorney pursuant to which this registration
statement is signed by certain directors (6).
(1) incorporated by reference from Accent Color's registration statement on Form
S-3 (file no. 333-43467) filed December 30, 1997, as amended.
(2) incorporated by reference from Accent Color's registration statement (file
no. 333-14043) on Form S-1 filed on Oct. 15, 1996, as amended.
(3) incorporated by reference from Accent Color's registration statement (file
no. 333-45321) on Form S-3 filed on Jan. 30, 1998, as amended.
(4) incorporated by reference from Accent Color's quarterly report on Form 10-Q
for the quarter ended June 30, 1998.
(5) incorporated by reference from Accent Color's quarterly report on Form 10-Q
for the quarter ended Sep. 30, 1998.
(6) incorporated by reference from Accent Color's registration statement (file
no. 333-30130) on Form S-3 filed on Feb. 11, 2000.
38