The shares of Common Stock, $.16 2/3 par value per share (the "Common
Stock"), of Analog Devices, Inc. ("Analog" or the "Company") covered by this
Prospectus are issued and outstanding shares which may be offered and sold, from
time to time, for the account of certain stockholders of the Company (the
"Selling Stockholders"). See "The Selling Stockholders." The shares of Common
Stock covered by this Prospectus were issued to the Selling Stockholders in a
private placement made in connection with the acquisition of Mosaic Microsystems
Limited ("Mosaic") by the Company on July 1, 1996. All of the shares offered
hereunder are to be sold for the account of the Selling Stockholders. The
Company will not receive any of the proceeds from the sale of the shares by the
Selling Stockholders. The Common Stock of the Company is traded on the New York
Stock Exchange under the symbol "ADI." On July 16, 1996, the last reported sale
price of the Common Stock on the New York Stock Exchange was $19.375 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is August 7, 1996.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). The reports, proxy materials and other
information filed by the Company with the Commission may be inspected and copied
at the public reference facilities maintained by the Commission at the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, and at the Regional Offices of the Commission located at Seven World
Trade Center, Suite 1300, New York, New York 10048, and at Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials also may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Common Stock of the Company is listed on the New York Stock Exchange.
Reports, proxy materials and other information concerning the Company may also
be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the shares of Common Stock offered hereby. This Prospectus does
not contain all the information set forth in the Registration Statement and the
exhibits and schedules thereto, certain portions of which are omitted as
permitted by the rules and regulations of the Commission. For further
information with respect to the Company and the shares of Common Stock offered
hereby, reference is made to the Registration Statement, including the exhibits
and schedules. The Registration Statement, together with the exhibits and
schedules thereto, may be inspected, without charge, at the Commission's
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549, and also at
the regional offices of the Commission listed above. Copies of such material may
also be obtained from the Commission upon the payment of prescribed rates.
Statements contained in this Prospectus as to any contracts, agreements
or other documents filed as an exhibit to the Registration Statement are not
necessarily complete, and in each instance reference is hereby made to the copy
of such contract, agreement or other document filed as an exhibit to the
Registration Statement for a full statement of the provisions thereof, and each
such statement in this Prospectus is qualified in all respects by such
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
In accordance with the requirements of the Exchange Act, certain
reports and other information are filed by the Company periodically with the
Commission. The following documents filed by the Company with the Commission are
incorporated herein by reference: (1) the Company's Annual Report on Form 10-K
for the fiscal year ended October 28, 1995, (2) the
Company's Quarterly Report on Form 10-Q for the quarter ended February 3, 1996,
(3) the Company's Quarterly Report on Form 10-Q for the quarter ended May 4,
1996, (4) the Company's Current Report on Form 8-K filed on July 16, 1996 and
(5) all documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after July 19, 1996 and prior to the date of this
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and before the
termination of the offering of the Common Stock offered hereby shall be deemed
to be a part hereof from the date of filing such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement as so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the request of any such person, a copy of any or all
of the above documents incorporated herein by reference (other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference
into the documents that this Prospectus incorporates). Requests should be
directed to Joseph E. McDonough, Vice President-Finance of Analog Devices, Inc.,
One Technology Way, Norwood, MA 02062-9106; telephone number (617) 329-4700.
The shares of Common Stock offered hereby involve a high degree of
risk, including the risks described below. Prospective investors should
carefully consider the following risk factors in addition to the other
information contained in, or incorporated by reference in, this Prospectus
before purchasing the shares of Common Stock offered hereby.
POTENTIAL FLUCTUATIONS IN OPERATING RESULTS. The Company's operating
results are affected by a wide variety of factors, including the timing of new
product announcements or introductions by the Company and its competitors,
competitive pricing pressures, fluctuations in manufacturing yields, adequate
availability of wafers and manufacturing capacity, changes in product mix and
economic conditions in the United States and international markets. In addition,
the semiconductor market has historically been cyclical and subject to
significant economic downturns at various times. As a result of these and other
factors, there can be no assurance that the Company will not experience material
fluctuations in future operating results on a quarterly or annual basis.
DEPENDENCE ON NEW PRODUCTS AND NEW MARKETS. The Company's success
depends in part on its continued ability to develop and market new products.
There can be no assurance that the Company will be able to develop and introduce
new products in a timely manner or that such products, if developed, will
achieve market acceptance. In addition, the Company's growth is dependent on its
continued ability to penetrate new markets such as the communications, computer
and automotive segments of the electronics market, where the Company has limited
experience and competition is intense. There can be no assurance that the
markets being served by the Company will continue to grow, that the Company's
existing and new products will meet the requirements of such markets, that the
Company's products will achieve customer acceptance in such markets, that
competitors will not force prices to an unacceptably low level or take market
share from the Company or that the Company can achieve or maintain profits in
these markets. In addition, some of the customers in these markets are less well
established which could subject the Company to increased credit risk.
COMPETITION. The semiconductor industry is intensely competitive.
Certain of the Company's competitors have greater technical, marketing,
manufacturing and financial resources than the Company. The Company's
competitors also include emerging companies attempting to sell products to
specialized markets such as those served by the Company. Competitors of the
Company have, in some cases, developed and marketed products having similar
design and functionality as the Company's products. There can be no assurance
that the Company will be able to compete successfully in the future against
existing or new competitors or that the Company's operating results will not be
adversely affected by increased price competition.
MANUFACTURING CAPACITY. While the Company is planning in
fiscal 1996 to increase substantially its manufacturing capacity through
both expansion of its production facilities and increased access to third-party
foundries, there can be no assurance that the Company will complete the
expansion of its production facilities or secure increased access to third party
foundries in a timely manner or that the Company will not encounter
unanticipated production problems at either its own facilities or at third-party
foundries. The Company relies, and plans to continue to rely, on third-party
wafer fabricators to supply most of its wafers that can be manufactured using
industry-standard digital processes, and such reliance involves several risks,
including the absence of adequate guaranteed capacity and reduced control over
delivery schedules, manufacturing yields and costs. In addition, the Company's
capacity additions will result in a significant increase in operating expenses
and, if revenue levels do not increase to offset these additional expense
levels, the Company's future operating results could be adversely affected.
The Company believes that other semiconductors manufacturers are also
expanding or planning to expand their production capacity over the next several
years, and there can be no assurance that the expansion by the Company and its
competitors will not lead to over capacity in the Company's target markets,
which could lead to price erosion that would adversely affect the Company's
MANUFACTURING RISKS. The fabrication of integrated circuits involves
highly complex and precise processes that are continuously being modified in an
effort to improve yields and product performance. Minute impurities or other
difficulties in the manufacturing process can lower yields. As the Company
continues to increase its manufacturing output and its use of third-party
foundries, there can be no assurance that the Company will not experience a
decrease in manufacturing yields or other manufacturing problems. Decreased
yields could adversely affect gross margin and operating results. If the Company
were unable to use any manufacturing facility, as a result of a natural disaster
or otherwise, the Company's operations would be materially adversely affected.
PATENTS AND INTELLECTUAL PROPERTY. The semiconductor industry is
characterized by frequent claims and litigation involving patent and other
intellectual property rights. The Company has from time to time received, and
may in the future receive, claims from third parties asserting that the
Company's products or processes infringe their patents or other intellectual
property rights. In the event a third party makes a valid intellectual property
claim and a license is not available on commercially reasonable terms, the
Company's operating results could be materially and adversely affected.
Litigation may be necessary to enforce patents or other intellectual property
rights of the Company or to defend the Company against claims of infringement,
and such litigation can be costly and divert the attention of key personnel. See
Part II, Item 1 - "Legal Proceedings," contained in the Form 10-Q for the fiscal
quarter ended May 4, 1996 and Part I, Item 3 - "Legal Proceedings," contained in
the Company's Annual Report on Form 10-K for the fiscal year ended October 28,
1995 for information concerning pending litigation involving the Company. An
of such litigation, may, in certain cases, have a material adverse effect on the
Company's consolidated financial position or on its consolidated results of
operations or cash flows in the period in which the litigation is resolved.
INTERNATIONAL OPERATIONS. A significant portion of the Company's
revenues are derived from customers in international markets. The Company has
manufacturing facilities in Ireland, the Philippines and Taiwan. The Company is
therefore subject to the economic and political risks inherent in international
operations, including expropriation, air transportation disruptions, currency
controls and changes in currency exchange rates, tax and tariff rates and
freight rates. Although the Company engages in certain hedging transactions to
reduce its exposure to currency exchange rate fluctuations, there can be no
assurance that the Company's competitive position will not be adversely affected
by changes in the exchange rate of the U.S. dollar against other currencies.
STOCK PRICE VOLATILITY. The trading price of the Company's Common Stock
may be subject to wide fluctuations in response to quarter-to-quarter variations
in operating results, announcements of new products by the Company or its
competitors, general conditions in the semiconductor industry, changes in
earnings estimates and recommendations by analysts or other events. In future
quarters, if the Company's financial performance were to fall below the
performance predicted by securities analysts, the Company's stock price could
decline. In addition, the public stock markets have experienced extreme price
and trading volume volatility that has significantly affected the market prices
of securities of many high technology companies and that has often been
unrelated or disproportionate to the operating performance of these companies.
These factors may adversely affect the market price of the Common Stock.
The Company designs, manufactures and markets a broad line of
high-performance linear, mixed-signal and digital integrated circuits ("ICs")
that address a wide range of real-world signal processing applications. The
Company's principal products include general-purpose, standard-function linear
and mixed-signal ICs ("SLICs"), special-purpose linear and mixed- signal ICs
("SPLICs") and digital signal processing ICs ("DSP ICs"). The Company also
manufactures and markets devices using assembled product technology.
Analog believes it is one of the world's largest suppliers of SLIC
products. The Company's SLIC products are primarily high-performance,
single-function devices. The majority of the Company's SLIC revenue is
attributable to data converters (analog-to-digital and digital-to-analog) and
amplifiers. Other SLIC products offered by the Company include analog
signal-processing devices (such as analog multipliers), voltage references and
comparators. SLICs are sold to a very large customer base for a wide variety of
applications, including applications in the medical, engineering and scientific
instruments market, factory automation market and military/ aerospace market.
Over the past five years, Analog has sought to balance its
traditionally stable SLIC business with the growth opportunities available for
SPLICs and DSP ICs, particularly in the communications and computer markets.
Analog's SPLIC and DSP IC products feature high levels of functional integration
on a single chip and are designed to address customers' needs to incorporate
increasingly greater levels of real-world signal processing capability in their
products. The Company's SPLIC and DSP ICs include products used in wireless
communication applications, such as digital mobile phones and base stations, and
computer applications, such as audio enhancement in multimedia PCs.
The Company is a Massachusetts corporation with its principal
headquarters located at One Technology Way, Norwood, Massachusetts 02062- 9106;
and its telephone number is (617) 329-4700.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock
by the Selling Stockholders.
THE SELLING STOCKHOLDERS
The shares of Common Stock covered by this Prospectus were issued to
the Selling Stockholders in a private placement made in connection with the
acquisition of Mosaic by the Company on July 1, 1996.
The following table sets forth the name and the number of shares of
Common Stock beneficially owned by the Selling Stockholders as of July 14, 1996
and the number of the shares to be offered by the Selling Stockholders pursuant
to this Prospectus.
TOTAL NUMBER OF SHARES OF
SHARES OF COMMON STOCK COMMON STOCK
NAME OF SELLING STOCKHOLDER BENEFICIALLY OWNED OFFERED HEREBY
(1) Mr. Atkinson served as a managing director of Mosaic and is currently
an employee of Mosaic, a wholly-owned subsidiary of the Company.
(2) Mr. Strange served as a managing director of Mosaic and is currently a
managing director of Mosaic, a wholly-owned subsidiary of the Company.
(3) Ms. Atkinson served as an employee of Mosaic and is currently an
employee of Mosaic, a wholly-owned subsidiary of the Company.
(4) Ms. Baldwin served as Mosaic Company Secretary.
(5) Mr. Davidsen served as a managing director of Mosaic.
(6) Mr. Doyen served as an officer and director of Mosaic Microsystems,
Inc. ("Mosaic, Inc."), a indirectly wholly-owned subsidiary of the
(7) Mr. Schiller served as an employee of Mosaic, Inc. and is currently an
employee of Mosaic, Inc., a indirectly wholly-owned subsidiary of the
(8) Mr. Saint served as an employee of Mosaic, Inc. and is currently an
employee of Mosaic, Inc., a indirectly wholly-owned subsidiary of the
The Company cannot determine the number of shares of Common Stock which
will be held by the Selling Stockholders upon the completion of the offering, as
the length of time of the offering period and the determination of whether to
buy or sell additional securities of the Company during the offering period are
at the discretion of the Selling Stockholders.
PLAN OF DISTRIBUTION
Shares of Common Stock covered hereby may be offered and sold from time
to time by the Selling Stockholders. The Selling Stockholders will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. Such sales may be made on one or more exchanges or
in the over-the-counter market or otherwise, at prices related to the then
current market price or in negotiated transactions, including pursuant to an
underwritten offering or one or more of the following methods: (a) purchases by
a broker-dealer as principal and resale by such broker-dealer for its account
pursuant to this Prospectus; (b) ordinary brokerage transactions and
transactions in which a broker solicits purchasers; and (c) block trades in
which a broker-dealer so engaged will attempt to sell the shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction. The Company has been advised by the Selling Stockholders that they
have not made any arrangements relating to the distribution of the shares
covered by this Prospectus. In effecting sales, broker-dealers engaged by the
Selling Stockholders may arrange for other broker-dealers to participate.
Broker-dealers will receive commissions or discounts from the Selling
Stockholders in amounts to be negotiated immediately prior to the sale. The
Registration Rights annexed to the Share Purchase Agreement between the Company
and the Selling Stockholders dated July 1, 1996 provide that the Company will
indemnify the Selling Stockholders against certain liabilities, including
liabilities under the Securities Act.
In offering the shares of Common Stock covered hereby, the Selling
Stockholders and any broker-dealers and any other participating broker-dealers
who execute sales for the Selling Stockholders may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales, and any profits realized by the Selling Stockholders and the compensation
of such broker-dealer may be deemed to be underwriting discounts and
commissions. In addition, any shares covered by this Prospectus which qualify
for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to
this Prospectus. None of the shares covered by this Prospectus presently qualify
for sale pursuant to Rule 144.
The Company has advised the Selling Stockholders that during such time
as they may be engaged in a distribution of the shares of Common Stock covered
hereby they are required to comply with Rules 10b-6 and 10b-7 under the Exchange
Act (as those Rules are described in more detail below) and, in connection
therewith, that they may not engage in any stabilization activity in connection
with the Company's securities, are required to furnish to each broker-dealer
through which the shares of Common Stock covered hereby may be offered copies of
this Prospectus, and may not bid for or purchase any securities of the Company
or attempt to induce any person to purchase any Company securities except as
permitted under the Exchange Act. The Selling Stockholders have agreed to inform
the Company when the distribution of the shares of Common Stock covered hereby
Rule 10b-6 under the Exchange Act prohibits, with certain exceptions,
participants in a distribution from bidding for or purchasing, for an account in
which the participant has a beneficial interest, any of the securities that are
the subject of the distribution. Rule 10b-7 governs bids and purchases made in
order to stabilize the price of a security in connection with a distribution of
This offering will terminate on the earlier of (i) 24 months after the
effective date of this Prospectus or (ii) the date on which the shares of Common
Stock covered hereby have been sold by the Selling Stockholders.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 450,000,000
shares of Common Stock, $.16 2/3 par value per share, and 500,000 shares of
preferred stock, $1.00 par value per share (the "Preferred Stock").
As of July 15, 1996, there were 116,257,830 shares of Common Stock
outstanding and held of record by approximately 5,499 stockholders.
Holders of Common Stock are entitled to one vote for each share held on
all matters submitted to a vote of stockholders, and do not have cumulative
voting rights. Accordingly, holders of a majority of the shares of Common Stock
entitled to vote in any election of directors may elect all of the directors
standing for election. Holders of Common Stock are entitled to receive ratably
such dividends, if any, as may be declared by the Board of Directors out of
funds legally available therefor, subject to any preferential dividend rights of
outstanding Preferred Stock. Upon the liquidation, dissolution or winding up of
the Company, the holders of Common Stock are entitled to receive ratably the net
assets of the Company available after the payment of all debts and other
liabilities and subject to the prior rights of any outstanding Preferred Stock.
Holders of the Common Stock have no preemptive, subscription, redemption or
conversion rights. The outstanding shares of Common Stock are fully paid and
nonassessable. The rights, preferences and privileges of holders of Common Stock
are subject to, and may be adversely affected by, the rights of the holders of
shares of any series of Preferred Stock which the Company may designate and
issue in the future. There are no shares of Preferred Stock outstanding.
The Board of Directors of the Company is authorized, subject to certain
limitations prescribed by law, without further stockholder approval to issue
from time to time up to an aggregate of 500,000 shares of Preferred Stock in one
or more series and to fix or alter the designations, preferences, rights and any
qualifications, limitations or restrictions of the shares of each such series
thereof, including the dividend rights, dividend rates,
conversion rights, voting rights, terms of redemption (including sinking fund
provisions), redemption price or prices, liquidation preferences and the number
of shares constituting any series or designation of such series. The issuance of
Preferred Stock may have the effect of delaying, deferring or preventing a
change of control of the Company. The Company has no present plans to issue any
shares of Preferred Stock.
MASSACHUSETTS LAW AND CERTAIN PROVISIONS OF THE COMPANY'S RESTATED ARTICLES OF
ORGANIZATION AND BY-LAWS
Because the Company has more than 200 stockholders of record, it is
subject to Chapter 110F of the Massachusetts General Laws, an anti-takeover law.
In general, this statute prohibits a publicly held Massachusetts corporation
from engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
becomes an interested stockholder, unless (i) the interested stockholder obtains
the approval of the Board of Directors prior to becoming an interested
stockholder, (ii) the interested stockholder acquires 90% of the outstanding
voting stock of the corporation (excluding shares held by certain affiliates of
the corporation) at the time it becomes an interested stockholder, or (iii) the
business combination is approved by both the Board of Directors and the holders
of two-thirds of the outstanding voting stock of the corporation (excluding
shares held by the interested stockholder). An "interested stockholder" is a
person who, together with affiliates and associates, owns (or at any time within
the prior three years did own) 5% or more of the outstanding voting stock of the
corporation. A "business combination" includes a merger, a stock or asset sale,
and certain other transactions resulting in a financial benefit to the
Massachusetts General Laws Chapter 156B, Section 50A generally requires
that publicly-held Massachusetts corporation have a classified board of
directors consisting of three classes as nearly equal in size as possible,
unless the corporation elects to opt out of the statute's coverage. The
Company's By-Laws contain provisions which give effect to Section 50A.
The Company's By-Laws include a provision excluding the Company from
the applicability of Massachusetts General Laws Chapter 110D, entitled
"Regulation of Control Share Acquisitions." In general, this statute provides
that any stockholder of a corporation subject to this statute who acquires 20%
or more of the outstanding voting stock of a corporation may not vote such stock
unless the stockholders of the corporation so authorize. The Board of Directors
may amend the Company's By-Laws at any time to subject the Company to this
The Restated Articles of Organization of the Company, as amended (the
"Articles of Organization") provide that the directors and officers of the
Company shall be indemnified by the Company to the fullest extent authorized by
Massachusetts law, as it now exists or may in the future be amended, against all
liabilities and expenses incurred in connection with service for
or on behalf of the Company. In addition, the Articles of Organization provide
that the directors of the Company will not be personally liable for monetary
damages to the Company for breaches of their fiduciary duty as directors.
STOCKHOLDER RIGHTS PLAN
The Company adopted a Stockholder Rights Plan on January 28, 1988,
which was amended on June 14, 1989 (the "Rights Plan"). Pursuant to the Rights
Plan, each share of Common Stock has an associated right (a "Right"). Each Right
entitles the registered holder to purchase from the Company one share of Common
Stock at a purchase price of $26.67 (as adjusted to account for the 50% Common
Stock dividend distributed by the Company on January 3, 1996) per share, subject
to adjustment (the "Purchase Price").
The Rights will be exercisable upon the earlier of (i) ten business
days following a public announcement that a person or group has acquired, or
obtained the right to acquire, beneficial ownership of 20% or more of the
outstanding Common Stock of the Company (an "Acquiring Person"), or (ii) ten
business days following the commencement of a tender offer or exchange offer,
the consummation of which would result in a person or group owning 30% or more
of the outstanding Common Stock (the earlier of such dates being called the
"Distribution Date"). Until a Right is exercised, the holder thereof has no
rights as a stockholder of the Company. Until the Distribution Date (or earlier
redemption or expiration of the Rights), Rights are transferred with and only
with the Common Stock.
In certain circumstances specified in the Rights Plan, including
certain circumstances occurring after any person or group becomes an Acquiring
Person, each holder of a Right, other than Rights beneficially owned by the
Acquiring Person, will thereafter have the right to receive upon exercise that
number of shares of Common Stock having a market value of two times the Purchase
Price, and in the event that the Company is acquired in a business combination
transaction or 50% or more of its assets are sold, each holder of a Right will
thereafter have the right to receive upon exercise that number of shares of
Common Stock of the acquiring company which at the time of the transaction will
have a market value of two times the Purchase Price.
The Rights have certain anti-takeover effects, in that they would cause
substantial dilution to a person or group that attempts to acquire a significant
interest in the Company on terms not approved by the Board of Directors. The
Board of Directors of the Company may in certain circumstances redeem the Rights
in whole at a price of $.0089 per Right, as adjusted.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Company's Common Stock is
Boston EquiServe L.P.
The validity of the shares offered hereby will be passed upon for the
Company by Hale and Dorr, Boston, Massachusetts.
The consolidated financial statements of Analog Devices, Inc. appearing
in Analog Devices, Inc.'s Annual Report (Form 10-K) for the year ended October
28, 1995 have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
No dealer, salesman or any other person has been authorized to give any
information or to make any representation in connection with this offering other
than those contained in this Prospectus, and any information or representation
not contained herein must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, any securities other than the registered securities to which
it relates or an offer to, or solicitation of, any person in any jurisdiction
where such an offer or solicitation would be unlawful. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstance,
create any implication that there has been no change in the affairs of the
Company since the date hereof or that the information contained herein is
correct as of any date subsequent to the date hereof.
TABLE OF CONTENTS
Available Information............ 2
Incorporation of Certain Documents by
Risk Factors..................... 4
The Company...................... 7
Use of Proceeds.................. 7
The Selling Stockholders......... 8
Plan of Distribution............. 9
Description of Capital Stock..... 10
Legal Matters.................... 13
August 7, 1996
Simon Atkinson(1) 19,094 19,094
Jonathan Richard Strange(2) 19,094 19,094
Jane Atkinson(3) 13,953 13,953
Kate Elizabeth Baldwin(4) 13,953 13,953
Svein Olav Davidsen(5) 3,672 3,672
Timothy Doyen(6) 4,994 4,994
Christopher Schiller(7) 1,028 1,028
Christopher Saint(8) 808 808