As filed with the Securities and Exchange Commission on July 20, 2007
Registration No. 333- 131605
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-effective Amendment No. 3 to
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SUPERCONDUCTIVE COMPONENTS, INC.
(Exact name of registrant as specified in its charter)
| Ohio | 2899 | 31-1210318 | ||
|
(State or other jurisdiction of
incorporation or organization) |
(Primary standard industrial
classification number) |
(IRS employer
identification number) |
2839 Charter Street
Columbus, Ohio 43228
(614) 486-0261
(Address and telephone number of principal executive offices)
2839 Charter Street
Columbus, Ohio 43228
(Address of principal place of business)
Daniel Rooney, Chief Executive Officer
Superconductive Components, Inc.
2839 Charter Street
Columbus, Ohio 43228
(614) 486-0261
(Name, address and telephone number of agent for service)
Copies to:
Michael A. Smith, Esq.
Carlile Patchen & Murphy LLP
366 E. Broad Street
Columbus, Ohio 43215
Telephone No. (614) 628-0798
Telecopier No. (614) 221-0216
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. x
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ¨
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effectiveness until the registrant shall file a further amendment which states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
PROSPECTUS
SUPERCONDUCTIVE COMPONENTS, INC.
2,281,253 Shares of Common Stock
This prospectus relates to the sale of up to 2,281,253 shares of our common stock by persons who have purchased shares of our common stock or who may purchase shares of our common stock through the exercise of warrants as more fully described herein. The aforementioned persons are sometimes referred to in this prospectus as the Selling Shareholders. The prices at which the Selling Shareholders may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions. We will not receive proceeds from the sale of our shares by the Selling Shareholders.
We have amended our original prospectus to incorporate financial information for the quarter ended March 31, 2007 and year ended December 31, 2006.
Our common stock is quoted on the Over-The-Counter Bulletin Board under the symbol SCCI. On July 13, 2007, the last reported sale price for our common stock as reported on the Over-The-Counter Bulletin Board was $6.40 per share.
The mailing address for the Companys principal executive offices is 2839 Charter Street, Columbus, Ohio 43228. The phone number for Companys principal executive offices is (614) 486-0261.
Each selling shareholder may be considered an underwriter within the meaning of the Securities Act of 1933, as amended.
THE SECURITIES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD CONSIDER THE RISK FACTORS BEGINNING ON PAGE 4 BEFORE PURCHASING OUR COMMON STOCK.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is July 20, 2007
Table of Contents
Prospectus Summary
Risk Factors
Use Of Proceeds
Cautionary Note Regarding Forward-Looking Statements
Selling Shareholders
Plan of Distribution
Our Management
Security Ownership of Certain Beneficial Owners And Management
Description of Securities
Interest of Named Experts and Counsel
Disclosure of Commission Position on Indemnification for Securities Act Liabilities
Description of Business
Managements Discussion and Analysis of Financial Condition and Results of Operations
Description of Property
Certain Relationships and Related Transactions
Market for Common Equity and Related Shareholder Matters
Executive Compensation
Equity Compensation
Legal Opinion
Experts
Index to Financial Statements
Unless otherwise specified, the information in this prospectus is set forth as of June 26, 2007, and we
anticipate that changes in our affairs will occur after such date. We have not authorized any person to give any information or to make any representations, other than as contained in this prospectus, in connection with the offer contained in this
prospectus. If any person gives you any information or makes representations in connection with this offer, do not rely on it as information we have authorized. This prospectus is not an offer to sell our common stock in any state or other
1
3
6
6
7
10
12
14
16
18
18
20
25
33
33
35
36
40
41
41
i
PROSPECTUS SUMMARY
The following summary highlights selected information from this prospectus and may not contain all the information that is important to you. To understand our business and this offering fully, you should read this entire prospectus carefully, including the financial statements and the related notes beginning on page F-1. When we refer in this prospectus to the company, we, us, and our, we mean Superconductive Components, Inc., an Ohio corporation. This prospectus contains forward-looking statements and information relating to Superconductive Components, Inc. See Cautionary Note Regarding Forward Looking Statements on page 6.
Our Company
Our company was incorporated on May 29, 1987, to develop, manufacture and market products based on or incorporating high temperature superconductive (HTS) materials. HTS materials are complex metal oxides ceramics of certain stoichiometries (chemical mixture ratios), which exhibit superconducting phenomena when cooled to at least 196(degrees) Centigrade.
The Company presents itself to the market as SCI Engineered Materials, an operating unit of Superconductive Components, Inc. We control the manufacturing process and measure performance in terms of sales, in two categories, Ceramics and Metals, as the products sold are easily separable into these categories. The performance measurements made in these two categories are, however, not conducive to segment reporting as there are many shared operating expenses relating to the production of both Ceramic and Metals that cannot be attributed solely to one or the other.
We view our business as supplying ceramic and metal materials to a variety of industrial applications including: HTS, Photonics/Optical, and Thin Film Batteries. The production and sale of High Temperature Superconducting (HTS) materials was the initial focus of our operations and these materials continue to be a part of our development efforts. We continue to work with private companies and government agencies to develop new and improved products for future applications of HTS Materials.
Optical/Photonics currently represents the largest market for our materials. Our customers are device manufacturers who are regularly identifying new materials that improve the utility of optical/photonics coating. This includes materials that improve the ability of optical/photonics coatings to focus or filter light, and coatings that improve wear and chemical attack resistance, all of which increases the potential demand for the types and amounts of materials that we sell in this market. Photonic applications continue to expand as new methods are found to manipulate light waves to enhance the various properties of light the device manufacturers are seeking.
Thin Film Battery materials is a developing market where manufacturers of batteries use these materials to produce very small power supplies, with small quantities of stored energy. A typical Thin Film Battery would be produced via Physical Vapor Deposition (PVD) with five or more thin layers. These batteries are often one centimeter square but only 15 microns thick. Potential applications for these batteries include, but are not limited to: active RFID tags, battery on chip, portable electronics, and medical implant devices.
The Offering
We have filed a Registration Statement on Form SB-2 with the Securities and Exchange Commission with respect to the securities offered in this prospectus. The Registration Statement became effective April 4, 2006 and continues to be effective. The Registration Statement allows the Selling Shareholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their registered shares of common stock on any stock exchange, market or trading facility on which the registered shares are traded or in private transactions. These sales may be at fixed or negotiated prices. However, the Selling Stockholders listed in this prospectus may choose not to sell any of their registered shares, and may have no intention of selling any securities offered pursuant to this prospectus in the near future. Additionally, we have no reason to believe that any Selling Shareholder has entered into an agreement, or made a commitment to sell any securities offered in this prospectus.
Common stock offered by the
Selling
Shareholders
Common stock outstanding
as of June 26,
2007
2,281,253 shares
Termination of the offering
The offering will conclude when all of the 2,281,253 shares of common stock have been sold, the shares no longer need to be registered or we decide to terminate the registration of the
shares.
Terms of the offering
The Selling Shareholders will determine when and how they will sell the common stock offered in this prospectus.
3,467,100 shares
Use of Proceeds
We will not receive any proceeds from the sale of the common stock.
An investment in our common stock is highly speculative and involves a high degree of risk. See Risk Factors beginning on page 3.
2
RISK FACTORS
An investment in our common stock is highly speculative, involves a high degree of risk, and should be made only by investors who can afford a complete loss. You should carefully consider the following risk factors, together with the other information in this prospectus, including our financial statements and the related notes, before you decide to buy our common stock. Our most significant risks and uncertainties are described below; however, they are not the only risks we face. If any of the following risks actually occur, our business, financial condition, or results of operations could be materially adversely affected, the trading of our common stock could decline, and you may lose all or part of your investment therein.
We have experienced significant operating losses in the past and may continue to do so in the future.
We commenced business in May of 1987. We reported net income applicable to common shares of $277,083 for the year ended December 31, 2006, and $61,316 for the three months ended March 31, 2007. There can be no assurance that we will continue to be profitable. Our accumulated deficit since inception was $7,791,475 at March 31, 2007.
We have financed the losses primarily from additional investments and loans by our major shareholders and private offerings of common stock and warrants to purchase common stock in 2004 and 2005. We cannot assure you, however, that we will be able to raise additional capital in the future to fund our operations.
We have limited marketing and sales capabilities.
We hired a full time marketing manager in 2006, to expand our marketing activities, especially in the semiconductor market. To successfully market our products, we must continue to develop appropriate marketing, sales, technical, customer service and distribution capabilities, or enter into agreements with third parties to provide these services. Our failure to develop these capabilities or obtain third-party agreements could adversely affect us.
Our success depends on our ability to retain key management personnel.
Our success depends in large part on our ability to attract and retain highly qualified management, administrative, manufacturing, sales, and research and development personnel. Due to the specialized nature of our business, it may be difficult to locate and hire qualified personnel. The loss of the services of one of our executive officers or other key personnel, or our failure to attract and retain other executive officers or key personnel, could have a material adverse effect on our business, operating results and financial condition. Although we have been successful in planning for and retaining highly capable and qualified successor management in the past, there can be no assurance that we will be able to do so in the future.
We may need to seek additional capital in the future, which may reduce the value of our common stock.
We reported net income of $277,083 for 2006. We incurred substantial operating losses prior to 2006. There is no assurance that our profitable operations will continue and we could be required to seek additional capital in the future for growth and working capital purposes as well. There is no assurance that new capital will be available or that it will be available on terms that will not result in substantial dilution or reduction in value of our common stock.
Our competitors have far greater financial and other resources than we have.
The market for Physical Vapor Deposition materials is a substantial market with significant competition in both ceramic and metal materials. While we believe that our products enjoy certain competitive advantages in design, function, quality, and availability, considerable competition exists from well-established firms, such as Williams Advanced Materials, Kurt Lesker and Dowa Chemicals of Japan, all of which have more resources than we have.
3
In addition, a significant portion of our business is in the very competitive market for sputtering targets made of ceramics, metals, and alloys. We face substantial competition in this area from companies with far greater financial and other resources than we have. We cannot assure you that developments by others will not render our products or technologies obsolete or less competitive.
Government contracts may be terminated or suspended for noncompliance or other events beyond our control.
We have had government contracts in the past but do not currently have government contracts. Should we have such contracts in the future, the government has the right to cancel virtually all of the contracts at its option. While we have complied with applicable government rules and regulations and contract provisions in the past, we could fail to comply in the future. Noncompliance with government procurement regulations or contract provisions could result in the termination of government contracts. The termination of our significant government contracts or the adoption of new or modified procurement regulations or practices could adversely affect us.
Inventions conceived or actually reduced to practice under a government contract generally result in the government obtaining a royalty-free, non-exclusive license to practice the invention. Similarly, technologies developed in whole or in part at government expense generally result in the government obtaining unlimited rights to use, duplicate or disclose technical data produced under the contract. These licenses and rights may result in a loss of potential revenues or the disclosure of our proprietary information, either of which could adversely affect us.
Our revenues depend on patents and proprietary rights that may not be enforceable.
We rely on a combination of patent and trademark law, license agreements, internal procedures and nondisclosure agreements to protect our intellectual property. These may be invalidated, circumvented or challenged. In addition, the laws of some foreign countries in which our products may be produced or sold do not protect our intellectual property rights to the same extent as the laws of the United States. Our failure to protect our proprietary information could adversely affect us.
Rights we have to patents and pending patent applications may be challenged.
We have received from the United States Patent and Trademark Office a patent for Fine-Particle Bi-Sr-Ca-Cu-O Having High Phase Purity made by a Chemical Precipitation and Low-Pressure Calcination method, and have also received a patent for a process to join two individual strongly linked super-conductors utilizing a melt processing technique. In the future, we may submit additional patent applications covering various applications. The patent application we filed and patent applications that we may file in the future may not result in patents being issued, and any patents issued may not afford meaningful protection against competitors with similar technology, and may be challenged by third parties. Because U.S. patent applications are maintained in secret until patents are issued, and because publications of discoveries in the scientific or patent literature tend to lag behind actual discoveries by several months, we may not be the first creator of inventions covered by issued patents or pending patent applications or the first to file patent applications for such inventions. Moreover, other parties may independently develop similar technologies, duplicate our technologies or, if patents are issued to us or rights licensed by us, design around the patented aspects of any technologies we developed or licensed. We may have to participate in interference proceedings declared by the U.S. Patent and Trademark Office to determine the priority of inventions, which could result in substantial costs. Litigation may also be necessary to enforce any patents held by or issued to us or to determine the scope and validity of others' proprietary rights, which could result in substantial costs.
The rapid technological changes of our industry may adversely affect us if we do not keep pace with advancing technology.
The Physical Vapor Deposition market is characterized by rapidly advancing technology. Our success depends on our ability to keep pace with advancing technology and processes and industry standards. To date, we have focused our development efforts on powders and targets. We intend to continue to develop and integrate advances in the thin film coatings industry. However, our development efforts may be rendered obsolete by research efforts and technological advances made by others, and materials other than those we currently use may prove more advantageous.
4
Development stage of our products and uncertainty regarding development of markets.
Some of our products are in the early stages of commercialization and we believe that it will be several years before products will have significant commercial end-use applications, and that significant additional development work may be necessary to improve the commercial feasibility and acceptance of its products. There can be no assurance that we will be able to commercialize any of the products currently under development.
To date, there has been no widespread commercial use of High Temperature Superconductive (HTS) products. Additionally, the market for the Thin Film Battery materials is still in its nascent stages.
The market for our common stock is limited and, as such, our shareholders may have difficulty reselling their shares when desired or at attractive market prices.
Our stock price and our listing may make it more difficult for our shareholders to resell shares when desired or at attractive prices. In 2001, our stock began trading on The Over the Counter Bulletin Board (OTC Bulletin Board). Nevertheless, our common stock has continued to trade in low volumes and at low prices. Some investors view low-priced stocks as unduly speculative and therefore not appropriate candidates for investment. Many institutional investors have internal policies prohibiting the purchase or maintenance of positions in low-priced stocks.
This has the effect of limiting the pool of potential purchases of our common stock at present price levels. Shareholders may find greater percentage spreads between bid and asked prices, and more difficulty in completing transactions and higher transaction costs when buying or selling our common stock than they would if our stock were listed on a major stock exchange, such as The New York Stock Exchange or The Nasdaq National Market.
Additionally, the market prices for securities of superconductive material companies have been volatile throughout our existence. Historical trading characteristics for public companies in this industry include limited market support, low trading volume, and wide spreads (on a percentage basis) between the bid and ask prices. Announcements regarding product developments, technological advances, significant customer orders, and financial results significantly influence per share prices.
Prior to the fourth quarter of 2006, our common stock was subject to the Securities and Exchange Commissions penny stock regulations, which limits the liquidity of common stock held by our shareholders.
Based on its trading prior to the fourth quarter of 2006, our common stock was considered a penny stock for purposes of federal securities laws, and therefore was subject to regulations which affected the ability of broker-dealers to sell our securities. Broker-dealers who recommend a penny stock to persons (other than established customers and accredited investors) must make a special written suitability determination and receive the purchasers written agreement to a transaction prior to sale. There can be no assurance that our common stock will not again fall under these regulations
If penny stock regulations apply to our stock, it may be difficult to trade such stock because compliance with the regulations can delay and/or preclude certain trading transactions. Broker-dealers may be discouraged from effecting transactions in our common stock because of the sales practice and disclosure requirements for penny stock. This could adversely effect the liquidity and/or price of our common stock, and impede the sale of our common stock in the secondary market.
Our Articles of Incorporation authorize us to issue additional shares of stock.
We are authorized to issue up to 15,000,000 shares of common stock, which may be issued by our board of directors for such consideration as they may consider sufficient without seeking shareholder approval.
5
The issuance of additional shares of common stock in the future will reduce the proportionate ownership and voting power of current shareholders.
Our Articles of Incorporation authorize us to issue up to 260,000 shares of preferred stock. The issuance of preferred stock in the future could create additional securities which would have dividend and liquidation preferences prior in right to the outstanding shares of common stock. These provisions could also impede a non-negotiated change in control.
We have not paid dividends on our common stock in the past and do not expect to do so in the future.
We cannot assure you that our operations will result in sufficient revenues to enable us to operate at profitable levels or to generate positive cash flow sufficient to pay dividends. We have never paid dividends on our common shares in the past and do not expect to do so in the foreseeable future.
USE OF PROCEEDS
This prospectus relates to shares of our common stock that may be offered and sold from time to time by the Selling Shareholders. We will receive no proceeds from the sale of shares of common stock in this offering.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. In this prospectus, we use words such as anticipates, believes, plans, expects, future, intends, and similar expressions to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things:
| |
general economic and business conditions, both nationally and in our markets, |
| |
our history of losses, |
| |
our expectations and estimates concerning future financial performance, financing plans and the impact of competition, |
| |
our ability to implement our growth strategy, |
| |
anticipated trends in our business, |
| |
advances in technologies, and |
| |
other risk factors set forth under Risk Factors in this prospectus. |
We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.
6
SELLING SHAREHOLDERS
The following table presents information regarding the Selling Shareholders and the shares that may be
sold by them pursuant to this prospectus. See also Security Ownership of Certain Beneficial Owners and Management.
Selling
Windcom Investments SA
(2)
Lake Street Fund L.P.
(3)
Berlin Capital Growth L.P.
(4)
Mid South Investor Fund L.P.
(5)
Robert Peitz
(6)
Thomas Berlin
(7)
Daniel Funk
(8)
Laura Shunk
(9)
Ingeborg Funk Childrens Trust
(10)
James Chapman
(11)
Lyman O. Heidtke
(
12
)
Porter Wright Morris & Arthur, LLP
(13)
Michael Harrington
(
14
)
Richard Gambs
(
15
)
Robert Lentz
(
16
)
Walter Henry Hauser
(
17
)
Brenda M. Hauser
(
18
)
Eugene J. Burksa and Renee J. Burksa JTTEN
(
19
)
Christopher Forte
(
20
)
Shareholders
Shares
Owned
Before
Offering
Percentage of
Outstanding
Shares
Owned Before
Offering (1)
Shares to
be Sold in
the Offering
Percentage
of
Outstanding
Shares
Owned
After
Offering (1)
332,810
9.5
%
332,810
0
%
310,300
8.8
%
310,300
0
%
278,860
7.9
%
278,860
0
%
250,000
7.1
%
250,000
0
%
512,772
14.2
%
283,266
6.5
%
396,560
11.2
%
117,700
0
%
400,679
11.3
%
178,466
6.3
%
403,078
11.3
%
178,466
6.3
%
199,162
5.7
%
31,250
4.8
%
67,250
2.0
%
67,250
0
%
62,500
1.8
%
62,500
0
%
56,250
1.6
%
56,250
0
%
40,250
1.2
%
40,250
0
%
37,500
1.1
%
37,500
0
%
17,500
*
17,500
0
%
7,500
*
7,500
0
%
7,500
*
7,500
0
%
4,800
*
4,800
0
%
4,800
*
4,800
0
%
| * | Represents beneficial ownership of less than 1% of our outstanding common stock. |
| (1) | The number of shares listed in these columns include all shares beneficially owned and all options or warrants to purchase shares held, whether or not deemed to be beneficially owned, by each selling shareholder. The ownership percentages listed in these columns include only shares beneficially owned by the listed selling shareholder. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the percentage of shares beneficially owned by a selling shareholder, shares of common stock subject to options or warrants held by that selling shareholder that were exercisable on or within 60 days after June 26, 2007, were deemed outstanding for the purpose of computing the percentage ownership of that selling shareholder. The ownership percentages are calculated assuming that 3,467,100 shares of common stock were outstanding on June 26, 2007. |
| (2) | Prior to giving effect to the offering, Windcom Investments SA held 312,524 shares of our common stock and exercisable warrants to purchase 20,286 shares of our common stock. Following the offering, Windcom Investment SA will not hold any shares of our common stock or warrants to purchase shares of our common stock. |
7
| (3) | Prior to giving effect to the offering, Lake Street Fund L.P. held 247,800 shares of our common stock and exercisable warrants to purchase 62,500 shares of our common stock. Following the offering, Lake Street Fund L.P. will not hold any shares of our common stock or warrants to purchase shares of our common stock. |
| (4) | Prior to giving effect to the offering, Berlin Capital Growth L.P. held 226,777 shares of our common stock and exercisable warrants to purchase 52,083 shares of our common stock. Following the offering, Berlin Capital Growth L.P. will not hold any shares of our common stock or warrants to purchase shares of our common stock. |
| (5) | Prior to giving effect to the offering, Mid South Investor Fund L.P. held 200,000 shares of our common stock and exercisable warrants to purchase 50,000 shares of our common stock. Following the offering, Mid South Investor Fund L.P. will not hold any shares of our common stock or warrants to purchase shares of our common stock. |
| (6) | Prior to giving effect to the offering, Robert Peitz, a member of the Companys Board of Directors, held 358,060 shares of our common stock and exercisable options and warrants to purchase 154,712 shares of our common stock. Following the offering, Robert Peitz will hold 156,632 shares of our common stock and warrants to purchase 72,874 shares of our common stock. |
| (7) | Prior to giving effect to the offering, Thomas Berlin held 323,644 shares of our common stock and exercisable warrants to purchase 72,916 shares of our common stock. Following the offering, Thomas Berlin will not hold any shares of our common stock or warrants to purchase shares of our common stock. Mr. Berlins ownership includes 278,860 shares of common stock beneficially owned by Berlin Capital Growth L.P., of which 52,083 shares of common stock can be acquired under stock purchase warrants exercisable within 60 days of June 26, 2007. Mr. Berlin has shared voting and dispositive power over the shares of common stock in this limited partnership as the controlling principal of Berlin Capital Growth L.P. Mr. Berlins ownership also includes 20,833 shares of common stock, which can be acquired by Mr. Berlin under stock purchase warrants exercisable within 60 days of June 26, 2007. |
| (8) | Prior to giving effect to the offering, Daniel Funk held 316,477 shares of our common stock and exercisable warrants to purchase 84,202 shares of our common stock. Following the offering, Daniel Funk will hold 169,713 shares of our common stock and warrants to purchase 52,500 shares of our common stock. |
| (9) | Prior to giving effect to the offering, Laura Shunk held 291,967 shares of our common stock and exercisable warrants to purchase 111,111 shares of our common stock. Following the offering, Laura Shunk will hold 145,204 shares of our common stock and warrants to purchase 79,409 shares of our common stock. |
| (10) | Prior to giving effect to the offering, The Ingeborg Funk Childrens Trust held 155,412 shares of our common stock and exercisable warrants and options to purchase 43,750 shares of our common stock. Following the offering, The Ingeborg Funk Childrens Trust will hold 130,412 shares of our common stock and warrants and options to purchase 37,500 shares of our common stock. |
| (11) | Prior to giving effect to the offering, James Chapman held 55,000 shares of our common stock and exercisable warrants to purchase 12,250 shares of our common stock. Following the offering, James Chapman will not hold any shares of our common stock or warrants to purchase shares of our common stock. |
| (12) | Prior to giving effect to the offering, Lyman O. Heidtke held 50,000 shares of our common stock and exercisable warrants to purchase 12,500 shares of our common stock. Following the offering, Lyman O. Heidtke will not hold any shares of our common stock or warrants to purchase shares of our common stock. |
| (13) | Prior to giving effect to the offering, Porter, Wright, Morris & Arthur, LLP held 45,000 shares of our common stock and exercisable warrants to purchase 11,250 shares of our common stock. Following the offering, Porter, Wright, Morris & Arthur, LLP will not hold any shares of our common stock or warrants to purchase shares of our common stock. |
| (14) | Prior to giving effect to the offering, Michael Harrington held 33,000 shares of our common stock and exercisable warrants to purchase 7,250 shares of our common stock. Following the offering, Michael Harrington will not hold any shares of our common stock or warrants to purchase shares of our common stock. |
| (15) | Prior to giving effect to the offering, Richard Gambs held 30,000 shares of our common stock and exercisable warrants to purchase 7,500 shares of our common stock. Following the offering, Richard Gambs will not hold any shares of our common stock or warrants to purchase shares of our common stock. |
8
| (16) | Prior to giving effect to the offering, Robert Lentz held exercisable warrants to purchase 17,500 shares of our common stock. Following the offering, Robert Lentz will not hold any shares of our common stock or warrants to purchase shares of our common stock. |
| (17) | Prior to giving effect to the offering, Walter Henry Hauser held 5,000 shares of our common stock and exercisable warrants to purchase 2,500 shares of our common stock. Following the offering, Walter Henry Hauser will not hold any shares of our common stock or warrants to purchase shares of our common stock. |
| (18) | Prior to giving effect to the offering, Brenda M. Hauser held 7,500 shares of our common stock. Following the offering, Brenda M. Hauser will not hold any shares of our common stock. |
| (19) | Prior to giving effect to the offering, Eugene J. Burksa & Renee J. Burksa JTTEN held 4,000 shares of our common stock and exercisable warrants to purchase 800 shares of our common stock. Following the offering, Eugene J. Burksa & Renee J. Burksa JTTEN will not hold any shares of our common stock or warrants to purchase shares of our common stock. |
| (20) | Prior to giving effect to the offering, Christopher Forte held 4,000 shares of our common stock and exercisable warrants to purchase 800 shares of our common stock. Following the offering, Christopher Forte will not hold any shares of our common stock or warrants to purchase shares of our common stock. |
9
PLAN OF DISTRIBUTION
We filed a Registration Statement on Form SB-2, as amended, with the Securities and Exchange Commission with respect to the securities offered in this prospectus. That Registration Statement was declared effective on April 4, 2006 and enables the Selling Shareholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their registered shares of common stock on any stock exchange, market or trading facility on which the registered shares are traded or in private transactions. These sales may be at fixed or negotiated prices. However, the Selling Stockholders listed in this prospectus may choose not to sell any of their registered shares, and may have no intention of selling any securities offered pursuant to this prospectus in the near future. Additionally, we have no reason to believe that any Selling Shareholder has entered into an agreement, or made a commitment to sell any securities offered in this prospectus. If Selling Shareholders choose to sell securities offered in this prospectus, they may use any one or more of the following methods when selling shares:
| |
ordinary brokerage transactions and transactions in which the broker-dealer solicits investors; |
| |
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| |
purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| |
an exchange distribution in accordance with the rules of the applicable exchange; |
| |
privately negotiated transactions; |
| |
to cover short sales made after the date that this Registration Statement is declared effective by the Commission; |
| |
broker-dealers may agree with the Selling Shareholders to sell a specified number of such shares at a stipulated price per share; |
| |
a combination of any such methods of sale; and |
| |
any other method permitted pursuant to applicable law. |
The Selling Shareholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The Selling Shareholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.
The Selling Shareholders may from time to time pledge or grant a security interest in some or all of the Shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of Selling Shareholders to include the pledgee, transferee or other successors in interest as Selling Shareholders under this prospectus.
Upon the Company being notified in writing by a Selling Shareholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such Selling Shareholder and of the participating broker-dealer(s), (ii) the
10
number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon the Company being notified in writing by a Selling Shareholder that a donee or pledgee intends to sell more than 500 shares of common stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law.
The Selling Shareholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
The Selling Shareholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of securities will be paid by the Selling Shareholder and/or the purchasers. Each Selling Shareholder has represented and warranted to the Company that it acquired the securities subject to this Registration Statement in the ordinary course of such Selling Shareholders business and, at the time of its purchase of such securities such Selling Shareholder had no agreements or understandings, directly or indirectly, with any person to distribute any such securities.
The Company has advised each Selling Shareholder that it may not use shares registered on this Registration Statement to cover short sales of Common Stock made prior to the date on which this Registration Statement shall have been declared effective by the Securities and Exchange Commission. If a Selling Shareholder uses this prospectus for any sale of the common stock, it will be subject to the prospectus delivery requirements of the Securities Act. The Selling Shareholders will be responsible to comply with the applicable provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable to such Selling Shareholders in connection with resales of their respective shares under this Registration Statement.
The Company is required to pay all fees and expenses incident to the registration of the shares, but the Company will not receive any proceeds from the sale of the common stock. The Company is not required to pay any brokerage fee or other fees in connection with the sale of securities by the Selling Shareholders listed in this prospectus.
11
OUR MANAGEMENT
Directors, Executive Officers, Promoters and Control Persons
Directors
Our directors each serve for one-year terms, which expire
at the next Annual Meeting of Shareholders. The following table sets forth for each director of the Company, such persons name, age, and his position with the Company:
Name
Position
Age
Daniel Rooney
53
President, Chief Executive Officer and
Chairman of the Board of Directors
Robert J. Baker, Jr.
67
Director
Walter J. Doyle
72
Director
Robert H. Peitz
46
Director
Edward W. Ungar
70
Director
Daniel Rooney has served as a Director of the Company since joining the Company in March 2002 as President and Chief Executive Officer. Mr. Rooney was elected as the Chairman of the Board of Directors of the Company on January 8, 2003. Prior to joining the Company, Mr. Rooney was General Manager for Johnson Matthey, Color and Coatings Division, Structural Ceramics Sector North America from 1994 to 2001. Prior to that, Mr. Rooney held various management positions at TAM Ceramics, Inc., a Cookson Group Company. Mr. Rooney has a Bachelor of Science degree in Ceramic Engineering from Rutgers College of Engineering and a MBA from Niagara University.
Robert J. Baker, Jr., Ph.D. has served as a Director of the Company since 1992. Dr. Baker is the president and founder of Venture Resources International and the co-founder of Business Owners Consulting Group, which assist companies in the development of growth strategies, including marketing positions and competitive strategies. Dr. Baker is currently a visiting member of the Capital University faculty serving the MBA program. Dr. Baker graduated from the University of Illinois with B.S., M.S., and Ph. D. degrees in ceramic engineering. In addition, he is a Sloan Fellow at MIT were he earned a Management Science degree.
Walter J. Doyle has served as a Director of the Company since 2004. Mr. Doyle is the President of Forest Capital, an angel capital firm. Previously, Mr. Doyle was President and CEO of Industrial Data Technologies Corp. for 21 years. Mr. Doyle earned an Electrical Engineering degree from City College of New York (CCNY) and an MBA from the Harvard Business School.
Robert H. Peitz has served as a Director of the Company since 2004. Prior to being appointed as a director of the Company, Mr. Peitz was a managing director and head of financial markets for PB Capital. Mr. Peitzs 15 years of experience at PB Capital include 10 years as Treasurer. Mr. Peitz is a graduate of the University of Cincinnati with a Bachelor of Arts Economics and has an MBA from the American Graduate School of International Management. He also attended the European Business School and completed the Executive Development Program at the Kellogg School of Management at Northwestern University.
Edward W. Ungar has been a Director of the Company since 1990. Mr. Ungar is the President and founder of Taratec Corporation, a technology business consulting firm in Columbus, Ohio. Prior to forming Taratec Corporation in 1986, Mr. Ungar was an executive with Battelle Memorial Institute. Mr. Ungar earned Ph.D. and M.S. degrees in Mechanical Engineering from The Ohio State University and a B.M.E. in Mechanical Engineering from City College of New York.
12
Executive Officers
In addition to Mr. Rooney, the following persons are executive officers of the Company:
Gerald S. Blaskie , age 49, has served as the Companys Chief Financial Officer since April 2001. On March 2, 2006, the Board of Directors of the Company appointed Mr. Blaskie to the position of Vice President and Chief Financial Officer. Prior to joining the Company, Mr. Blaskie was the Controller at Cable Link, Inc. from February 2000 to March 2001. From 1997 to 2000, he was the Plant Manager at Central Ohio Plastics Corporation, where he also served as Controller from 1993 to 1997. Mr. Blaskie earned a B.S. degree in Accounting from Central Michigan University and passed the CPA exam in the State of Ohio.
Scott Campbell , Ph.D ., age 49, has served as the Companys Vice President of Technology since March 2005. Dr. Campbell served as the Companys Vice President of Research and Engineering from July 2004 to March 2005. Dr. Campbell joined the Company in July 2002 as the Companys Technical Director. Prior to joining the Company, he was Senior Research Manager at Oxynet, Inc. for five years. Dr. Campbell earned his Ph.D., Metallurgy, from the University of Illinois of Chicago. In addition, he earned M.S. and B.S. degrees in Ceramic Engineering from The Ohio State University. He is a member of the American Ceramic Society.
Michael K. Barna , age 49, has served as Vice President, Sales-Photonics, since March 2, 2006. Mr. Barna joined us as Director of Sales and Marketing in January 2004. Prior to joining us, Mr. Barna had more than 20 years of experience in thin film sales, including major account sales of Physical Vapor Deposition equipment, high purity targets and evaporation materials for these systems, hybrid microelectronic telecommunications, and commercial glass coating markets. Mr. Barna earned a B.S. degree in Mechanical Engineering from University of Kentucky.
Officers are elected annually by the Board of Directors and serve at its discretion.
Family Relationships
There are no family relationships among the directors and executive officers of the Company.
Audit Committee Financial Expert
Our Board of Directors has determined that Messrs. Doyle and Ungar qualify as audit committee financial experts as that term is defined in Item 401(e) of Regulation S-B. Messrs. Doyle and Ungar are both independent, as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.
13
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Ownership of Common Stock by Directors and Executive
Officers
The following table sets forth, as of June 26, 2007, the beneficial ownership of the Companys common stock by each of the
Companys directors, each executive officer named in the Summary Compensation Table, and by all directors and executive officers as a group.
Name of Beneficial Owner
(1)
Robert H. Peitz
(4)
Daniel Rooney
(
5
)
Walter J. Doyle
(6)
Robert J.
Baker, Jr.
(7
)
Scott Campbell
(
8
<
Number of Shares
Beneficially
Owned
(2)
Percentage of
Class
(3)
512,772
14.2
%
135,300
3.8
%
108,419
3.1
%
73,232
2.1
%