Filed pursuant to Rule 424(b)(1) Registration 333-101535
PROSPECTUS
ALANCO TECHNOLOGIES, INC.
10,128,244 Shares of Class A Common Stock
THE SHARES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" ON PAGE 3 FOR INFORMATION THAT YOU SHOULD CONSIDER.
This prospectus is being used in connection with offerings from time to time by
some of our stockholders. We issued the shares offered in this prospectus to the
selling stockholders in connection with private placement financings completed
in 2001 and 2002, as well as in connection with our acquisition of the
operations of Technology Systems International, Inc., a Nevada corporation.
We expect that sales of shares of Class A common stock under this prospectus
will be made
in broker's transactions;
in transactions directly with market makers; or
in privately negotiated sales or otherwise.
The selling stockholders will determine when they will sell their shares, and in
all cases they will sell their shares at the current market price or at
negotiated prices at the time of the sale. We will pay the expenses incurred to
register the shares for resale, but the selling stockholders will pay any
underwriting discounts, concessions, or brokerage commissions associated with
the sale of their shares of Class A common stock. The selling stockholders and
the brokers and dealers that they utilize may be deemed to be "underwriters"
within the meaning of the securities laws, and any commissions received and any
profits realized by them on the sale of shares may be considered to be
underwriting compensation. See "Plan of Distribution."
The selling stockholders own all 10,128,244 shares of Class A common stock. We
will not receive any part of the proceeds from the sale of the shares. The
registration of the shares on behalf of the selling stockholders, however, does
not necessarily mean that any of the selling stockholders will offer or sell
their shares under this registration statement or at any time in the near
future.
Our common stock is listed on the NASDAQ SmallCap Market, or NASDAQ, under the
symbol "ALAN." On November 25, 2002, the last sale price of our common stock on
NASDAQ was $0.67 per share.
You should read this prospectus and any prospectus supplements carefully before
deciding to invest.
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 December 11, 2002
TABLE OF CONTENTS
Page
Summary 3
Risk Factors 4
Safe Harbor Statements Under the Private Securities
Litigation Reform Act of 1995 8
Issuance of Securities to Selling Stockholders 9
Use of Proceeds 10
Plan of Distribution 11
Selling Stockholders 14
Description of Securities 43
Legal Matters 46
Experts 46
Where You Can Find More Information 46
Information Incorporated by Reference 46
2
SUMMARY
The following summary does not contain all of the information that may
be important to purchasers of our Class A common stock. Prospective purchasers
of Class A common stock should carefully review the detailed information and
financial statements, including notes thereto, appearing elsewhere in or
incorporated by reference into this prospectus.
The Company
Our company, Alanco Technologies, Inc., together with our subsidiaries, is a
provider of advanced information technology solutions. Our operations at the
end of fiscal 2002 (June 30, 2002) were diversified into two reporting business
segments including: (i) design, production, marketing and distribution of RFID
tracking technology, and (ii) manufacturing, marketing and distribution of data
storage products.
Effective June, 2002, we acquired radio frequency identification tracking
technology, known as "RFID", through the acquisition of the operations of
Technology Systems International, Inc., a Nevada corporation. We continue to
participate in the data storage market through two wholly-owned subsidiaries:
Arraid, Inc., a manufacturer of proprietary storage products to upgrade older
"legacy" computer systems; and Excel/Meridian Data, Inc., a manufacturer of
network attached storage systems for mid-range organizations.
Our principal executive offices are located at 15575 North 83rd Way, Suite 3,
Scottsdale, AZ 85260, and our telephone number is (480) 607-1010.
The Offering
Securities offered by the Selling Shareholders.. 10,128,244 shares of Class A
common stock
Class A common stock currently issued.... ...... 18,599,100 shares (1)
Use of proceeds................................. We will not receive any of
the proceeds of sales of
Class A common stock by the
Selling Shareholders. We may,
however, receive proceeds from
the exercise of certain rights
held by some of the Selling
Shareholders under stock
options or warrants to
purchase Class A common stock
from us if that is the origin
of shares sold by those
Selling Shareholders.
Risk Factors.................................... Prospective purchasers should
carefully consider the factors
discussed under "Risk
Factors."
NASDAQ symbol ALAN
(1) Excludes (i) 5,826,500 shares of Class A common stock reserved for
issuance upon exercise of stock options outstanding as of November 26,
2002; (ii) 3,523,000 shares reserved for issuance upon the exercise of
stock options that may be granted in the future under our stock option
plans; (iii) 2,260,715 shares reserved for issuance upon exercise of
outstanding warrants; and (iv) 873,340 shares reserved for issuance
upon conversion of the Series B Convertible Preferred Stock.
3
RISK FACTORS
An investment in Alanco involves a high degree of risk. In addition to the other
information included in this prospectus, you should carefully consider the
following risk factors in determining whether or not to purchase the shares of
Class A common stock offered under this prospectus. These matters should be
considered in conjunction with the other information included or incorporated by
reference in this prospectus. This prospectus contains statements which
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements appear in a number of
places in this prospectus and include statements regarding the intent, belief or
current expectations of our management, directors or officers primarily with
respect to our future operating performance. Prospective purchasers of our
securities are cautioned that these forward-looking statements are not
guarantees of future performance and involve risks and uncertainties. Actual
results may differ materially from those in the forward-looking statements as a
result of various factors. The accompanying information contained in this
prospectus, including the information set out below, identifies important
factors that could cause such differences. See "Safe Harbor Statements Under the
Private Securities Litigation Reform Act of 1995."
TSI acquisition. We recently acquired Technology Systems International, Inc.
("TSI"). The following risks are relevant with respect to the recent
acquisition:
We must successfully operate the storage businesses that we
already have, as well as integrate and successfully operate the
TSI operations as contemplated by the acquisition. The process
of integrating management operations, facilities, accounting,
billing and collection systems, and other information systems
requires continued investment of time and resources and can
involve difficulties, which could have a material adverse
effect on our business, financial condition, cash flows and
results of operations.
Our business model for the TSI business projects significant
growth in the corrections market. We do not have experience
in increasing market share in the corrections market and
there is no certainty that we will be able to capture the
required market share for TSI to achieve its anticipated
financial success. The TSI RFID technology is currently being
marketed to the corrections market to monitor the continuous
location of incarcerated prisoners. Although there are a
number of monitoring systems being marketed to the corrections
industry, the TSI RFID system is currently the only system,
to the best of our knowledge, that is able to
continuously (every two seconds) monitor the location
of prisoners, both inside and outside of buildings. There is
no certainty that the corrections industry will adopt this
technology broadly enough for us to reach our marketing projections.
We purchase sub-components for the location and tracking
system technology from a limited number of subcontractors that
have the required technology to produce the sub-components in
the quantities required. We cannot be assured that required
sub-components will be available in the quantities and at the
prices and terms anticipated.
Our TSI products are reliant on key personnel who developed
and understand the technology. The loss of the services of
those key technology personnel could have an adverse effect on
the business, operating results and financial condition of our
company.
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We are subject to the budget constraints of the governmental agencies purchasing
TSI's monitoring systems, which could result in a significant decrease in our
anticipated revenues. We are subject to the budget constraints of the
governmental agencies to whom we plan to sell the TSI monitoring systems. We
cannot assure you that such governmental agencies will have the necessary
revenue to purchase the systems even though they may want to do so. The funds
available to governmental agencies are subject to various economic and political
influences. Even though the TSI monitoring system may be recommended for
purchase by corrections facility managers, the governmental agency responsible
for the facility may not have sufficient budget resources to purchase the
system.
General economic conditions. Recent unfavorable economic conditions and reduced
information technology spending by our customers have adversely affected our
business in recent quarters. If the economic conditions worsen, we may
experience a material adverse impact on our business, operating results, and
financial condition. Our data storage product division sells systems designed to
up-grade and enhance older Legacy computer systems as well as network attached
storage systems to mid-sized network users. The recent economic conditions have
resulted in reduced spending by our customers for technology in general,
including the data storage systems sold by us. We have reduced overhead to
assist in offsetting our reduced sales volume; however, no assurance can be
given that the current economic conditions will not worsen further exacerbating
the sales slowdown. The TSI RFID system sales are less dependent upon current
economic conditions as most of the system purchasers are governmental agencies.
However, the current economic conditions do have an impact on governmental
budgets, thereby potentially impacting our sales. See the previous section
discussing the budget constraints of our governmental purchasers.
Acts of domestic terrorism and war have impacted general economic conditions and
may impact the industry and our ability to operate profitably. On September 11,
2001, acts of terrorism occurred in New York City and Washington, D.C. On
October 7, 2001, the United States launched military attacks on Afghanistan. As
a result of those terrorist acts and acts of war, there has been a disruption in
general economic activity. The demand for our data storage products and services
have declined as layoffs in industries affect the economy as a whole. There may
be other consequences resulting from those acts of terrorism, and any others
which may occur in the future, including civil disturbance, war, riot,
epidemics, public demonstration, explosion, freight embargoes, governmental
action, governmental delay, restraint or inaction, quarantine restrictions,
unavailability of capital, equipment, personnel, which we may not be able to
anticipate. These terrorist acts and acts of war may continue to cause a slowing
of the economy, and in turn, reduce the demand of our data storage products and
services, which would harm our ability to make a profit. Also, as federal
dollars are redirected to military efforts, they may not be available for the
purchase of new federal prison monitoring systems. We are unable to predict the
long-term impact, if any, of these incidents or of any acts of war or terrorism
in the United States or worldwide on the U.S. economy, on us or on the price of
our stock.
Future capital and liquidity needs; Uncertainty of proceeds and additional
financing. We believe that, based on our fiscal 2003 operating plan, cash flow
will be adequate to meet our anticipated future requirements for working capital
expenditures, scheduled lease payments and scheduled payments of interest on our
indebtedness. We will need to materially reduce expenses, or raise additional
funds through public or private debt or equity financing, or both, if the
revenue and cash flow elements of our 2003 operating plan are not met. If
additional funds are raised through the issuance of equity securities, the
percentage ownership of the then current shareholders of the company will be
reduced, and such equity securities may have rights, preferences or privileges
senior to those of the holders of Class A common Stock. If we need to seek
additional financing to meet working capital requirements, there can be no
assurance that additional financing
5
will be available on terms acceptable to us, or at all. If adequate funds are
not available or are not available on acceptable terms, our business, operating
results, financial condition and ability to operate will be materially
adversely affected.
Recent losses; Fluctuations in operating results. We had a consolidated net loss
of $6,011,200 for the fiscal year ending June 30, 2002 and a consolidated net
loss of $2,994,500 for the fiscal year ending June 30, 2001. In addition, our
quarterly operating results have fluctuated significantly in the past and could
fluctuate significantly in the future. We anticipate our financial performance
will be significantly impacted by our acquisition of the TSI RFID technology
effective June 1, 2002. As a result, our past quarterly operating results should
not be used to predict future performance.
Intellectual property. Our business strategy is to continue the growth of our
data storage businesses and develop the TSI business opportunity. The long-term
success of this strategy depends in part upon the TSI intellectual property
acquired. Third parties may hold United States or foreign patents which may be
asserted in the future against the TSI technology, and there is no assurance
that any license that might be required under such patents could be obtained on
commercially reasonable terms, or otherwise. Our competitors may also
independently develop technologies that are substantially equivalent or superior
to our technology. In addition, the laws of some foreign countries do not
protect our proprietary rights to the same extent as the laws of the United
States.
Despite our efforts to safeguard and maintain our proprietary rights both in the
United States and abroad, there can be no assurance that we will be successful
in doing so or that the steps taken by us in this regard will be adequate to
deter infringement, misuse, misappropriation or independent third-party
development of our technology or intellectual property rights or to prevent an
unauthorized third party from copying or otherwise obtaining and using our
products or technology. Litigation may also become necessary to defend or
enforce our proprietary rights. Any of such events could have a material adverse
effect on our business, operating results and financial condition.
Dependence on key personnel. Our performance is substantially dependent on the
services and performance of our executive officers and key employees. The loss
of the services of any of our executive officers or key employees could have a
material adverse effect on our business, operating results and financial
condition. Our future success will depend on our ability to attract, integrate,
motivate and retain qualified technical, sales, operations and managerial
personnel. None of our executive officers are bound by an employment agreement
or covered by key-man insurance.
Competition. Although early in the market development cycle, the TSI
business/technology has no current, identified direct competitors. However,
it can be expected that if and to the extent that the demand for the TSI
technology increases, the number of competitors will likely increase. Increasing
competition could adversely affect the amount of new business we are able to
attract, the rates we are able to charge for our services and/or products, or
both.
Relative to our data storage businesses, we operate in a very competitive
environment, competing against numerous other companies, many of whom have
greater financial resources and market position than we do.
Possible exercise and issuance of options and warrants may dilute interest of
shareholders. As of November 26, 2002, options to purchase 5,826,500
shares of our Class A common stock were outstanding, and the weighted average
exercise price of such options was $0.97. Additionally, warrants to purchase
2,260,715 shares of our Class A common stock were outstanding, and
6
the weighted average exercise price of such warrants was $1.05. To the extent
that any stock options currently outstanding or granted in the future are
exercised, dilution to the interests of our shareholders may occur.
Possible de-listing of our stock on NASDAQ. Our Class A common stock currently
trades on the NASDAQ SmallCap Market under the symbol "ALAN." However, there can
be no assurance that an active trading market in our Class A common stock will
be available at any particular future time. As of the date of this prospectus,
we have received notice from NASDAQ that our stock price does not meet the
NASDAQ listing eligibility requirement of a minimum closing bid price of $1.00.
However, NASDAQ has determined that we did meet the initial listing requirements
for the NASDAQ SmallCap Market and has given us until February 10, 2003, to meet
the closing bid price requirement. If this requirement is not satisfied by that
date, we will receive written notification from NASDAQ that our securities will
be delisted. At that time, we may appeal NASDAQ's delisting determination to a
Listing Qualification Panel. There can be no assurance that we will be in
compliance with the continued listing standards in the future. If we are
delisted, we may not be able to secure listing on other exchanges or quotation
systems. This would materially adversely affect the price and liquidity of our
common stock.
Payment of dividends. We do not anticipate that we will pay cash dividends on
our Class A common stock in the foreseeable future. The payment of dividends by
us will depend on our earnings, financial condition, and such other factors, as
our Board of Directors may consider relevant. We currently plan to retain
earnings to provide for the development of our business.
Our articles of incorporation and Arizona law may have the effect of making it
more expensive or more difficult for a third party to acquire, or to acquire
control, of us. Our articles of incorporation make it possible for our board of
directors to issue preferred stock with voting or other rights that could impede
the success of any attempt to change control of us. Arizona law prohibits a
publicly held Arizona corporation from engaging in certain business combinations
with certain persons, who acquire our securities with the intent of engaging in
a business combination, unless the proposed transaction is approved in a
prescribed manner. This provision has the effect of discouraging transactions
not approved by our Board of Directors as required by the statute which may
discourage third parties from attempting to acquire us or to acquire control of
us even if the attempt would result in a premium over market price for the
shares of common stock held by our stockholders.
The market price of our Class A common stock may fluctuate significantly in
response to a number of factors, some of which are beyond our control. These
factors include:
o progress of our products through development and marketing;
o announcements of technological innovations or new products by us or
our competitors;
o government regulatory action affecting our products or competitors'
products in both the United States and foreign countries;
o developments or disputes concerning patent or proprietary rights;
o actual or anticipated fluctuations in our operating results;
7
o the loss of key management or technical personnel;
o the loss of major customers or suppliers;
o the outcome of any future litigation;
o changes in our financial estimates by securities analysts;
o general market conditions for emerging growth and technology
companies;
o broad market fluctuations;
o recovery from natural disasters; and
o economic conditions in the United States or abroad.
Future sales of our Class A common stock in the public market could adversely
affect our stock price and our ability to raise funds in new equity offerings.
We cannot predict the effect, if any, that future sales of shares of our common
stock or the availability for future sale of shares of our common stock or
securities convertible into or exercisable for our common stock will have on the
market price of our common stock prevailing from time to time. For example, the
availability of the shares covered by this S-3 registration statement for sale,
or of common stock by our existing stockholders under Rule 144, or the
perception that such sales could occur, could adversely affect prevailing market
prices for our common stock and could materially impair our future ability to
raise capital through an offering of equity securities.
SAFE HARBOR STATEMENTS UNDER THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
This prospectus includes "forward-looking statements" as that term is defined in
the Private Securities Litigation Reform Act of 1995. The safe harbor provisions
of the Securities Exchange Act of 1934 and the Securities Act of 1933 apply to
forward-looking statements made by us. These statements can be identified by the
use of forward-looking terminology such as "believes," "expects," "may," "will,"
"should" or "anticipates" or the negatives or variations of these terms, and
other comparable terminology. In addition, any statements discussing strategy
that involve risks and uncertainties are forward-looking.
Forward-looking statements involve risks and uncertainties, including those
risks and uncertainties identified in the section of this prospectus beginning
on page 3 titled "Risk Factors" and those risks and uncertainties identified
elsewhere in, or incorporated by reference into, this prospectus. Due to these
risks and uncertainties, the actual results that we achieve may differ
materially from these forward-looking statements. These forward-looking
statements are based on current expectations. In preparing this prospectus, we
have made a number of assumptions and projections about the future of our
business. These assumptions and projections could be wrong for several reasons
including, but not limited to, those factors identified in the "Risk Factors"
section.
8
You are urged to carefully review and consider the various disclosures that we
make in this prospectus, any subsequent prospectus supplements and in our other
reports filed with the SEC. These disclosures attempt to advise interested
parties of the risk factors that may affect our business.
ISSUANCE OF SECURITIES TO SELLING SHAREHOLDERS
The Class A common stock subject to this prospectus was issued by us to
the selling shareholders pursuant to a number of separate transactions, plus a
number of individual service contracts pursuant to which we issued stock to the
service provider in consideration of services rendered. We agreed in each of
these transactions to file a registration statement, of which this prospectus is
a part, to register the resale of the securities issued by us in these
transactions. All of the shares of Class A common stock covered by this
prospectus were "restricted securities" under the Securities Act prior to this
registration. The transactions under which the securities were issued are
described in the following paragraphs.
The first transaction involved the issuance by us of certain shares of
convertible preferred stock to private investors in May, June and July of 2000.
The preferred stock received dividends in kind and was all converted into shares
of common stock in June and July of 2001. A total of 1,901,363 shares of Class A
common stock were issued in connection with the conversion of the preferred
stock. The total consideration received by us for such Class A common stock,
including the initial funds received for the preferred stock as well as the
additional funds received in connection with the conversion, was $1,690,872, or
$0.89 per share of Class A common stock issued by us. Some of the Class A common
shares have been sold by the original investors pursuant to Rule 144 under the
Securities Act, or are not included in this prospectus at the request of the
shareholder, so the remaining number of Class A common shares included in this
prospective from this transaction is 267,404 shares.
The second transaction involved the issuance by us of Class A common
stock, and warrants to purchase additional shares of Class A common stock, to
private investors in December of 2001. A total of 1,460,000 shares of common
stock was issued in exchange for $912,500, or $0.625 per share. In addition,
warrants to purchase 800,000 shares of our common stock at an exercise price of
$1.00 per share were issued by us to the investors. With respect to this
transaction, some shares are not included in this prospectus at the request of
the shareholder, so this prospectus covers 600,000 shares of Class A common
stock purchased by the included investors as well as 345,000 shares of Class A
common stock underlying the warrants issued to the included investors, or a
total of 945,000 shares.
The third transaction involved the issuance by us of 250,000 shares of
Class A common stock to single investor, Leslie W. Griffith, in May, 2002 for
$175,000.
The fourth transaction involved the issuance to one private investor of
50,000 shares of our Series B convertible preferred stock, plus a warrant to
purchase 500,000 shares of our Class A common stock at an exercise price of
$1.00 per share, in exchange for $500,000. Each share of our Series B
convertible preferred stock is convertible into 13 shares of Class A common
stock. In addition, the preferred stock receives dividends in kind. Three years
after the issuance of the preferred stock the investor has the right to cause us
to redeem the preferred stock if it has not been converted into Class A common
stock. With respect to this transaction, this prospectus covers resale of the
873,340 shares of Class A common stock into which the
9
preferred stock is convertible (including the anticipated dividends in kind
through the three-year period following issuance of the preferred stock), plus
the 500,000 shares of Class A common stock purchasable under the warrant, or a
total of 1,373,340 shares.
The fifth transaction involved the shares of common stock issued by us
in connection with our acquisition of the assets and business of Technology
Systems International, Inc. effective June 1, 2002. In connection with the
acquisition, we issued 6,000,000 shares of Class A common stock to TSI, which
shares will be distributed to the shareholders of TSI upon the liquidation of
TSI. Additionally, 1,000,000 shares of Class A common stock were issued to a
creditor of TSI, EMS Technologies, Inc., in satisfaction of certain obligations
of TSI to the creditor. Therefore, with respect to the transaction, this
prospectus covers the resale of the 7,000,000 shares of the company's Class A
common stock.
The sixth transaction involves issuance by us of a warrant to purchase
100,000 shares of Class A common stock at an exercise price of $0.87 per share,
which warrant was issued to the lender who established a revolving credit
facility in the amount of $1,300,000 for us in June of 2002. This prospectus
covers the resale of 100,000 shares of Class A common stock underlying the
warrant.
In addition, shares of our Class A common stock or warrants to purchase
shares of our Class A common stock were issued to certain persons or companies
providing services to us in consideration of those services. The services
generally related to corporate communications and investor relations. The
service providers, the date of their contracts and the number of shares issued
(or subject to be issued under warrant agreements) are as follows:
Name Date of Arrangement Number of Shares
James E. Boren January, 2002 27,500
Ovations International, Inc. July, 2002 15,000
Coffin Communications Group September, 2002 50,000 (1)
Equity Communications, LLC October, 2002 200,000 (2)
-----------------------------------
(1) Includes 25,000 shares of Class A common stock and a warrant to purchase
25,000 shares of Class A common stock at an exercise price of $1.00 per share.
(2) Comprised of a warrant to purchase 200,000 shares of Class A common stock at
a purchase price of $0.75 per share.
USE OF PROCEEDS
All of the shares of Class A common stock being offered under this
prospectus are offered by the selling shareholders, which term includes their
transferees, pledgees or donees or other successors in interest. The proceeds
from the sale of the Class A common stock are solely for the account of the
selling shareholders. Accordingly, we will not receive any proceeds from the
sale of Class A common stock by the selling shareholders. However, if shares to
be sold by the selling shareholders are first to be acquired by them through
exercise of options or warrants to purchase shares of Class A common stock as
described in the
10
previous section (See "Issuance of Securities to Selling Shareholders"), then we
would have received the proceeds required for the exercise of the options or
warrants previously, or contemporaneously to the selling shareholders' sale of
such stock.
PLAN OF DISTRIBUTION
The shares of common stock covered by this prospectus and, if
applicable, any prospectus supplements may be offered and sold from time to time
in one or more transactions by the selling stockholders, which term includes
their transferees, pledgees or donees or other successors in interest. These
transactions may involve crosses or block transactions. The selling stockholders
will act independently of us in making decisions with respect to the timing,
manner and size of each sale. The shares of common stock may be sold by one or
more of the following means of distribution:
o on any of the U.S. securities exchanges or quotation services where shares
of our common stock are listed or quoted at the time of sale, including
NASDAQ where our common stock is listed as of the date of this prospectus;
o in the over-the-counter market in accordance with the rules of NASDAQ;
o in transactions otherwise than on the exchanges or services or in the
over-the-counter market described above;
o in negotiated transactions or otherwise;
o by pledge or by grant of a security interest in the shares to secure debts
and other obligations;
o through the writing of options, whether the options are listed on an
options exchange or otherwise;
o in connection with the writing of non-traded and exchange-traded call
options or put options, in hedge transactions and in settlement of other
transactions in standardized or over-the-counter options;
o through the distribution of the shares by any selling stockholder to its
partners, members or stockholders;
o a block trade in which the broker-dealer so engaged will attempt to sell
shares of common stock as agent, but may position and resell a portion
of the block as principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the broker-dealer
for its own account pursuant to this prospectus;
o short sales;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers; or
o a combination of any of the above transactions.
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The selling stockholders may also transfer the shares by gift. We do not know of
any current arrangements by the selling stockholders for the sale of any of the
shares.
To the extent required, this prospectus may be amended and/or supplemented from
time to time to describe a specific plan of distribution. In addition, any
shares of common stock that qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
prospectus.
In effecting sales, broker-dealers or agents engaged by the selling stockholders
may arrange for other broker-dealers or agents to participate. The selling
stockholders and any broker-dealers or agents who participate in the
distribution of these shares may be deemed to be "underwriters" under the
Securities Act and any discount, commission, concession or profits received by
these persons might be deemed to be an underwriting discount or commission under
the Securities Act. The selling stockholders who are "underwriters" within the
meaning of the Securities Act will be subject to the prospectus delivery
requirements of the Securities Act.
The selling stockholders may sell their shares at market prices prevailing at
the time of sale, at varying prices at the time of sale, at negotiated prices or
at fixed prices. Each of the selling stockholders reserves the right to accept
and, together with their agents from time to time, to reject, in whole or in
part, any proposed purchase of the shares of common stock to be made directly or
through agents.
The selling stockholders may sell their shares directly to purchasers or may use
broker-dealers or agents to sell their shares. Broker-dealers or agents who sell
the shares may receive compensation in the form of discounts, concessions or
commissions from the selling stockholders or they may receive compensation from
purchasers of the shares for whom they acted as agents or to whom they sold the
shares as principal, or both. Broker-dealers may agree with the selling
stockholders to sell a specified number of shares at a stipulated price per
share. To the extent that these broker-dealers are unable to do so acting as
agent for the selling stockholders, they may purchase as principals any unsold
shares at the price required to fulfill the broker-dealers' commitment to the
selling stockholders. Broker-dealers who acquire shares as principals may
thereafter resell these shares from time to time in transactions on any of the
U.S. securities exchanges or quotation services where our common stock is listed
or quoted, in the over-the-counter market, in negotiated transactions or by a
combination of these methods of sale or otherwise. These transactions may
involve crosses and block transactions and may involve sales to and through
other broker-dealers, including transactions of the nature described above.
Moreover, these transactions may be at market prices prevailing at the time of
sale or at negotiated prices and, in connection with these resales, these
broker-dealers may pay to or receive from the purchasers of these shares
commissions computed as described above.
From time to time, one or more of the selling stockholders may pledge,
hypothecate or grant a security interest in some or all of the shares owned by
it or them. The pledgees, secured parties or persons to whom the shares have
been hypothecated will, upon foreclosure in the event of default, be deemed to
be selling stockholders. The number of a selling stockholder's shares offered
under this prospectus will decrease as and when the selling stockholder takes
such actions. The plan of distribution for that selling stockholder's shares
will otherwise remain unchanged. In addition, a selling stockholder may, from
time to time, sell the shares short, and, in those instances, this prospectus
may be delivered in connection with the short sales and the shares offered under
this prospectus may be used to cover short sales.
A selling stockholder may enter into hedging transactions with broker-dealers or
other financial institutions, and the broker-dealers or other financial
institutions may engage in short sales of the shares in the course of
12
hedging the positions they assume with that selling stockholder, including,
without limitation, in connection with distributions of the shares by those
broker-dealers or other financial institutions. A selling stockholder may enter
into options or other transactions with broker-dealers or other financial
institutions that involve the delivery of the shares offered hereby to the
broker-dealers or other financial institutions, who may then resell or otherwise
transfer those shares pursuant to this prospectus. A selling stockholder may
also loan or pledge the securities offered hereby to a broker-dealer, and the
broker-dealer may sell the loaned shares offered hereby pursuant to this
prospectus or upon a default may sell or otherwise transfer the pledged shares
offered hereby pursuant to this prospectus.
The selling stockholders are subject to the applicable provisions of the
Exchange Act and the rules and regulations thereunder, including Regulation M.
This regulation may limit the timing of purchases and sales of any of the shares
by the selling stockholders. The anti-manipulation rules under the Exchange Act
may apply to sales of shares in the market and to the activities of the selling
stockholders and their affiliates. Furthermore, Regulation M may restrict the
ability of any person engaged in the distribution of the shares to engage in
market-making activities with respect to the particular securities being
distributed for a period of up to five business days before the distribution.
These restrictions may affect the marketability of the shares and the ability of
any person or entity to engage in market-making activities with respect to the
shares. In addition, under the securities laws of certain states, the shares of
common stock may be sold in these states only through registered or licensed
brokers or dealers.
We have agreed to indemnify the selling stockholders, each of their officers,
directors and partners and each person controlling such selling stockholders
(within the meaning of Section 15 of the Securities Act) against certain
liabilities, including liabilities under the Securities Act. The selling
stockholders have agreed to indemnify us, each of our officers and directors and
each person controlling us (within the meaning of Section 15 of the Securities
Act) against certain liabilities, including liabilities under the Securities
Act.
We have agreed to maintain the effectiveness of the registration statement until
the earlier of the following registration termination dates:
(1) The time that all of the shares of common stock covered by
this registration statement are sold in accordance with the
intended plan of distribution set forth in this prospectus
and/or in a prospectus supplement; or
(2) October 31, 2004.
No sales may be made pursuant to this prospectus after the earlier of these
registration termination dates unless we amend or supplement this prospectus to
indicate that we have agreed to extend the period of the effectiveness of the
registration statement.
We will pay all fees and expenses incurred in connection with preparing and
filing the registration statement, any amendments to the registration statement,
this prospectus and any prospectus supplements. The selling stockholders will
pay any legal fees of the selling stockholders, broker's fees or commissions and
similar selling expenses, if any, attributable in connection with the sale of
common stock, including stock transfer taxes due or payable in connection with
the sale of the shares.
We may suspend the effectiveness of the registration statement and, upon receipt
of written notice from us, the selling stockholders shall cease using this
prospectus if at any time we determine, in our reasonable
13
judgment and in good faith, that sales of shares of common stock pursuant to the
registration statement or this prospectus would require public disclosure by us
of material nonpublic information that is not included in the registration
statement and that immediate disclosure of such information would be detrimental
to us.
If we suspend the effectiveness of the registration statement, we shall use our
reasonable best efforts to amend the registration statement and/or amend or
supplement the related prospectus if necessary and to take all other actions
necessary to allow any proposed sales by the selling stockholders to take place
as promptly as possible, subject, however, to our right to delay further sales
of shares of common stock until the conditions or circumstances referred to
above have ceased to exist or have been disclosed. We agreed with the selling
stockholders that our right to delay sales of shares of common stock held by the
selling stockholders will not be exercised by us more than twice in any twelve
month period and will not exceed 60 days as to any single delay in any twelve
month period.
We cannot assure you that the selling stockholders will sell all or any of the
common stock offered under the registration statement or any amendment of it.
SELLING STOCKHOLDERS
The following tables set forth certain information, received through October 31,
2002, with respect to the number of shares of our Class A common stock
beneficially owned by each selling stockholder. The information set forth below
is based on information provided by or on behalf of the selling stockholders
and, with regard to the beneficial holdings of the selling stockholders, is
accurate only to the extent beneficial holdings information was disclosed to us
by or on behalf of the selling stockholders. The selling stockholders and
holders listed in any supplement to this prospectus, and any transferors,
pledgees, donees or successors to these persons, may from time to time offer and
sell, pursuant to this prospectus and any subsequent prospectus supplement, any
and all of these shares.
Except as otherwise described below, no selling stockholder, to our knowledge,
held beneficially one percent or more of our outstanding common stock as of the
date of this prospectus. Because the selling stockholders may offer all, some or
none of the shares of our Class A common stock listed below, no estimate can be
given as to the amount or percentage of our Class A common stock that will be
held by the selling stockholders upon termination of any of the sales.
Except as indicated below, none of the selling stockholders has held any
position or office or had any other material relationship with us or any of our
predecessors or affiliates within the past three years other than as a result of
the ownership of our securities or the securities of our predecessors. We may
amend or supplement this prospectus from time to time to update the disclosure
set forth in it.
The shares of common stock offered by this prospectus may be offered from time
to time by the selling stockholders named below:
14
SHARES OF CLASS A
COMMON STOCK
NAMES AND ADDRESSES OF THE BENEFICIALLY SHARES OF CLASS A COMMON STOCK
SELLING STOCKHOLDERS OWNED PRIOR TO OFFERED BY THIS PROSPECTUS
THE OFFERINGS (1) ---------------------------------
Shares Shares Available Total
Owned Under Warrants Shares
-------------------------------------------------------------------------------------------
Stephen A. McConnell 35,022 35,022 35,022
6700 East Solano Drive
Paradise Valley, AZ 85253
Antech Holdings, LLC 29,274 29,274 29,274
26 Ibiza Aisle
Irvine, CA 92614-0266
Ian S. Kindler 60,236 60,236 60,236
2027 Filmore Street, #5
San Francisco, CA 94115-2768
Jonathan A. Levant (IRA) 60,128 60,128 60,128
186 Rainbow Drive, PMB #8652
Livingston, TX 77399-1086
Thomas E. Burns III, Inc. Employee 30,274 30,274 30,274
Bene Tr dtd 8-1-83
25097 Champlain Road
Laguna Hills, CA 92653
Thomas E. Burns, III 50,000 40,000 10,000 50,000
Revocable Living Trust dtd 9-26-98
The Friesen Living Trust (2) 52,470 52,470 52,470
6805 N. Los Leones Drive
Tucson, AZ 85718
John S. Anderson 65,000 40,000 25,000 65,000
11804 N. Sundown Drive
Scottsdale, AZ 85260
David J. & Julie R. Dickerson 65,000 40,000 25,000 65,000
11804 N. Sundown Drive
Scottsdale, AZ 85260
Paul D. Anderson 40,000 25,000 65,000
11804 N. Sundown Drive
Scottsdale, AZ 85260
David P. Anderson 40,000 40,000 25,000 65,000
11804 N. Sundown Drive
Scottsdale, AZ 85260
The Lee Adams Trust 65,000 40,000 25,000 65,000
FBO Lee Adams
4012 E. Elm Street
Phoenix, AZ 85018
Gary L. McDaniel & Virginia L. 520,000 320,000 200,000 520,000
McDaniel 1991 Living Trust (3)
500 N Rainbow Blvd., Suite 300
Las Vegas, NV 89107
Michael V. Fair 50,000 40,000 10,000 50,000
161 South Main Street, Suite 105
Middleton, MA 01949
Leslie W. Griffith (4) 250,000 250,000 250,000
12530 E. Meadow
Wichita, KS 67206
M. Jamil Akhtar, MD (5) 1,373,340 873,340 500,000 1,373,340
1454 S. Dobson, Suite One
Mesa, AZ 85202
James E. Boren 27,500 27,500 27,500
1546 E. Sharon Drive
Phoenix, AZ 85022
Ovations International, Inc. 15,000 15,000 15,000
3481 Wildwood Street
Yorktown Heights, NY 10598
Coffin Communications Group 50,000 25,000 25,000 50,000
15300 Ventura Blvd., Suite 303
Sherman Oaks, CA 91403-5866
Equity Communications, LLC 200,000 200,000 200,000
1512 Grand Ave., Suite 200
Santa Barbara, CA 93193
Technology Systems International, 6,000,000 6,000,000 6,000,000
Inc. (6)
a Nevada corporation
15575 N. 83rd Way, Suite 4
Scottsdale, AZ 85260
EMS Technology, Inc. (7) 1,000,000 1,000,000 1,000,000
660 Engineering Drive
Norcross, GA 30092
---------------------------------
15
(1) The number of shares beneficially owned is determined in accordance
with Rule 13d-3 of the Exchange Act and the information is not
necessarily indicative of beneficial ownership for any other purpose.
Under such rule, beneficial ownership includes any shares as to which
the person has sole or shared voting power or investment power and also
any shares which the person has the right to acquire within 60 days of
the date set forth in the applicable footnote through the conversion of
a security or the exercise of any stock option or other right.
Percentage ownership indicated in the footnotes below is based on
18,599,059 shares of our common stock outstanding as of October 31,
2002.
(2) Robert C. Friesen is a beneficiary of the Friesen Living Trust. Mr.
Friesen was a director of the Company from November,1999 to July, 2002.
(3) The McDaniel Trust beneficially owns 2.8% of the Company.
(4) Mr. Griffith is the beneficial owner of 1.3% of the Company.
(5) Dr. Akhtar is the beneficial owner of 7.2% of the Company. The shares
offered by this prospectus include shares which Dr. Akhtar has the
right to purchase under existing warrants as well as shares which may
be obtained by Dr. Akhtar upon conversion of his Series B preferred
stock of the Company, including such shares to be received by him as
dividends in kind upon the preferred stock through the three-year
period that it is anticipated that Dr. Akhtar will own the Preferred
stock.
(6) TSI beneficially owns 32.3% of the Company. These share were received
by TSI in connection with our acquisition of substantially all of the
operations of TSI. We are informed that TSI will distribute these
shares to its shareholders when TSI liquidates. Said liquidation and
distribution is anticipated to occur shortly after the date of this
prospectus. The table following these footnotes sets forth the names
and addresses of each of the TSI shareholders who it is anticipated
will receive a portion of these shares and the number of shares each
is anticipated to receive. The agreement under which these shares were
issued to TSI provides that no single holder of these shares shall
sell more shares in any 90-day period than the average weekly trading
volume for the Company's common stock for the four calendar weeks
preceding any sale.
(7) These shares were received by EMS in connection with our acquisition of
the operations of TSI. EMS is also a shareholder of TSI and will
receive 1,342,500 shares upon the liquidation of TSI. EMS currently
beneficially owns 5.4% of the Company, and upon receipt of the
additional shares following the liquidation of TSI, will
beneficially own 12.6% of the Company.
As indicated in footnote (6) above, the shares currently held by TSI will be
distributed to the TSI shareholders following the effective date of this
prospectus. The following table sets forth the names and addresses, as well as
the number of shares owned and offered by each of the TSI shareholders under
this prospectus.
16
Stockholders of Technology Systems International, Inc. (1)
Shares of Class A Common
Stock Beneficially Owned Shares of Class A
Names and Addresses of the Owned Prior to the Common Stock Offered
Selling Stockholders (1) Offerings (2) by this Prospectus
-------------------------- ------------------------ --------------------
MARCUS ACHATZ
LANGWEIDER STRASSE 27 B
SAND, GERMANY 86447 750 750
KENNETH OR BRENDA ADKINS
3852 TORRANCE
HAMMOND, IN 46327 1,000 1,000
ADM HOLDING GMBH
GOTENWEG 12
85586 POING, GERMANY 250 250
HORST AHLERS
AM WINGERT 13
50999 KOLN, GERMANY 600 600
RONALD R. ALDERFER
14823 S. 13TH PLACE
PHOENIX, AZ 85048 9,438 63
ROLAND ALIPRANDI
HAUPSTRASSE 31/1
78136 SCHONACH, GERMANY 315 315
JOACHIM ALLERS
NEUE STRASSE 116
27432 BREMERVOERDE, GERMANY 250 250
HERMANN ALTHOFF
AM KANONENGRABEN 15
D-48151 MUENSTER, GERMANY 250 250
NORMAN AMRICH
STRASSE DER JUGEND 32 B D 03046
COTTBUS. GERMANY 75 75
NIKOLAUS ANTIS
ROEMERWEG 10A
ANDACHS, GERMANY 82346 1,110 1,110
DR WOLFRAM APITSCH
KIRCHSTRASSE 8
D-04848 BAD DUEBEN, GERMANY 250 250
DAN L. ARCHIBALD
1314 EAST GRANADA
PHOENIX, AZ 85006 6,875 625
JUAN ARGOITIA
C/O APNS CONSTRUCTION
1230 WEST 2600 SOUTH
WOODS CROSS, UT 84087-2306 6,252 6,252
ARGONAUT FINANCIAL SERVICES
CORPORATION
2560 NEFFS CIRCLE
SLC, UT 84109 1,767 1,196
ARJON ENTERPRISES
C/O DENNIS NIELSEN 6,902 6,902
17
Stock Beneficially Owned Shares of Class A
Names and Addresses of the Owned Prior to the Common Stock Offered
Selling Stockholders (1) Offerings (2) by this Prospectus
-------------------------- ------------------------ --------------------
BERND ARNDT
AM MARIENFELD 20
86637 WERTINGER, GERMANY 250 250
PETER ASCHERL
GRUNER WEG 14
HOLZMINDEN, GERMANY D-37603 3,751 3,751
JOSEF AYMANS
WEIDENFELD 11
D-51545 WALDBROT, GERMANY 313 313
JUERGEN BABENHAUSERHEIDE
DEMODSTRASSE 13
SPRENGE, GERMANY D-32139 650 650
JURGEN BACHMANN
OSTENDSTR 25
BERLIN, GERMANY 12459 300 300
HELMUT BACKES
AM KLOPP 11A
66620 NONNWEILER, GERMANY 250 250
SIEGFRIED BAHLKE
FRIEDHOFSTR 30 D-63796
KAHL, GERMANY 250 250
MANFRED BAHR
VOGELSANG 20
65229 KARLSRUHE, GERMANY 2,501 2,501
OTTO BALKE
ERLENGRUND 20 A
BEVERN, GERMANY D-37639 150 150
BRUCE M BALLARD MD INC PROFIT SHARING
PLAN C/O DR BRUCE M BALLARD 2716 PORT
OF CALL DR, LAS VEGAS, NV 89128 1,087 1,087
ARMIN BALZER
STEINKUEPPEL 4
D-35042 MARBURG, GERMANY 308 308
HENRY-ERICH BANDENBURG
BUHLERTALSTR 43A
BUHL, GERMANY 77815 300 300
WOLFGANG BAUR
FRIEDHOFSTRASSE 19
GAILDORF, GERMANY D-7445 625 625
OLAF BECK
ALSTERWEG 50
14167 BERLIN, GERMANY 175 175
WOLFGANG BEHRENDS
ERLENRING 21
BAD VILBEL, GERMANY D-61118 4,877 4,877
THOMAS BEHRENDS
PHILIPP-BITSCH-STR 1
63303 DREIECH, GERMANY 1,000 1,000
EVERETT BELL
PO BOX 14794
SCOTTSDALE, AZ 85267 138,455 50,955
JUDITH BELL
3620 DWIGHT STREET
SAN DIEGO, CA 92104 10,004 10,004
WERNER BENDMANN
HENRI-DUNANT-STRASSE 12
REHAU, GERMANY D-95111 1,000 1,000
ALEXANDER BERG
GRAF-ADOLF-STRASSE 68
51065 KOELN, GERMANY 550 550
18
Stock Beneficially Owned Shares of Class A
Names and Addresses of the Owned Prior to the Common Stock Offered
Selling Stockholders (1) Offerings (2) by this Prospectus
-------------------------- ------------------------ --------------------
ANDREAS BERND
VERBINDUNGSSTRASSE 8
SPRENDLIGEN, GERMANY 63303 1,250 1,250
GUNTER BERTRAM
65604 ELZ
EISENBAHNSTR 14, GERMANY 125 125
LYNNE SUE BESSETTE
16231 N 56TH PLACE
SCOTTSDALE, AZ 85254 25,009 25,009
W. BITTNER
161 CHEMAIN DES GRAVIERS
78670 VILLENNES SUR
SEINE 2,501 2,501
P.J.N. BLOM
BUITENHOF 119 HOLLAND 1354 GF ALMEN 2,832 2,832
RICK B.A.F. BLOM
WESSEL ILCKENSTRAAT 163 1311 RM ALMERE 500 500
M.C.H.J. BLOM
WESSEL ILCKENSTRAAT 163 1311 RM ALMERE 1,000 1,000
RICK BLOM B.A.F. & M.C.H.J.
WESSEL ILCKENSTRAAT 163 1311 RM ALMERE 5,663 5,663
THOMAS BLUHM
ADLERWEG 14
ZWICKAW, GERMANY 08066 500 500
MARTIN BOCKHOLT
ALTE ENMOST 11
D-57392 SCHMALLENBER, GERMANY 450 450
DENNIS BOEDEKER
3495 EAST LINDA LANE
GILBERT, AZ 85234 14,063 1,563
GERD BOEHM
STUHLSTRASSE 2
D-30908 ISERNHAGEN, GERMANY 250 250
LEON BOISJOLIE
5828 SO. KACHINA
TEMPE, AZ 85283 2,501 2,501
PAUL BORCHERT
BRAKER WEG 23
ENGER, GERMANY D-32130 1,250 1,250
DIETER BORCHFELDT
GAETGARTENWEG 5
PLOETZKY, GERMANY 39245 425 425
DIETMAR BOTTERBROD
HENNCHSTRASSE 5
D-86159 AUGSBURG, GERMANY 744 744
19
Stock Beneficially Owned Shares of Class A
Names and Addresses of the Owned Prior to the Common Stock Offered
Selling Stockholders (1) Offerings (2) by this Prospectus
-------------------------- ------------------------ --------------------
MICHAEL BRANDES
MUENSTERER STR 61
48249 DUELMEN, GERMANY 250 250
FLORIAN BREITENBACH
WIESENHOLZLE 18
88456 INGOLDINGEN, GERMANY 600 600
BRIAN M. CASSEY TRUST
C/O DAN CASSEY P O BOX 3703
CAREFREE, AZ 85377 9,134 9,134
BRIAN BRIESKE
75 ASH STREET
DENVER , CO 80220 1,250 1,250
WILLI BRINCKMANN
CARLO-SCHMID-WEG 38
25337 ELMSHORN, GERMANY 775 775
OLIVER C BRODE
BERGEDORFER STR 105
21029 HAMBURG, GERMANY 250 250
CHRISTOPH BRUESTLE
GRUBACKER 6
77793 GUTACH, GERMANY 250 250
INGELORE BRYSCH
LOBER AUE NR 6
D-04509 DELITSCH, GERMANY 538 538
WILHELM BURGDORF
BRAUNSCHWEIGER STRASSE 2
D-30982 PATTENSEN, GERMANY 5,502 5,502
CANTO ETHABLISEMENT
C/O MR DR MEYER POSTFACH 470
FL-9490, VADUZ LICHTENSTEIN 112,542 112,542
FREDERICK CARRINGTON
6432 E CALLE ROSA
SCOTTSDALE, AZ 85251 4,658 4,658
ROBERT B CASSEY
138 STABLEFORD DRIVE
GLEN ELLYN, IL 60137 7,503 7,503
CASSEY FAMILY TRUST
C/O DAN CASSEY P O BOX 3703
CAREFREE, AZ 85377 19,409 19,409
MARKUS CHRIST
RODGAUSTR 21
64807 DIEBURG, GERMANY 500 500
NICHOLAS CHRISTIFULLI &
TAMERA CHRISTIFULLI JTTEN
8229 EAST CHARTER OAK ROAD
SCOTTSDALE, AZ 85260 5,845 5,845
LOTHAR CIESLOK
EICHENWEG 2
82294 GUENZLHOFEN, GERMANY 500 500
CHRISTFRIED CONTZEN
DREL LINDEN STR 52
D65812 BAD SODEN, GERMANY 250 250
CHRISTIAN CONTZEN
DREI-LINDEN STR 52
65812 BAD SODEN, GERMANY 250 250
20
Stock Beneficially Owned Shares of Class A
Names and Addresses of the Owned Prior to the Common Stock Offered
Selling Stockholders (1) Offerings (2) by this Prospectus
-------------------------- ------------------------ --------------------
DENISE COOKE
3382 REDWOOD ST
SAN DIEGO, CA 92104 6,252 6,252
VERONICA MARY COPE
8849 E. SHARON DRIVE
SCOTTSDALE, AZ 85260 11,000 1,000
RICHARD DAY
1614 EAST 10770 SO
SANDY, UT 84092 12,505 12,505
BERNARDUS J. DE BRUIN
VERLEUNSTRAAT 8 1063 EH AMSTERDAM 750 750
VALDEMAR DE HESSE
OBERE TERRASSENSTRASSE 7 61348 BAD
HOMBURG V D H 1,250 1,250
JEAN PIERRE DE LEERSNIJDER
VLASSTRAAT 13 B 8710 WIELSBEKE 1,250 1,250
BODO DEHN
VOOSEN 14
41179 MONCHENGLADBAC, GERMANY 500 500
H.P. DIERKES
OSCAR ESPLA 14 APT 3I
03580 ALFAZ DEL PI-ALBIR
ALC 2,751 2,751
E.D. DIERKES-PEEPER
OSCAR ESPLA 14 APT 3I
03580 ALFAZ DEL PI-ALBIR
ALC 2,001 2,001
DIETER STAPERFELD GRUNDBESITZ
AVERDIEKSTR. BETEILIGUNGS GMBH
ARNDSTRASSE 45
49078 OSNABRUCK, GERMANY 80,030 80,030
BETTRETTIN DINCER
SCHLEUSSENWEG 4
D-61206 WOELLSTDAT, GERMANY 450 450
URS DIRIWAECHTER
WEINBERGSTRASSE 30
VOLKETSWIL, SWITZERLAND CH-8604 625 625
EDUARD DORRENBERG
HOMPESCHSTRASSE 9
40239 DUSSELDORF, GERMANY 250 250
ELFI DREESEN
AN DER ESCHERT 26
D-47877 WILLICH, GERMANY 725 725
RALF DREWS
GREIFSWALDER STRASSE 164
BERLIN, 10409 300 300
21
Stock Beneficially Owned Shares of Class A
Names and Addresses of the Owned Prior to the Common Stock Offered
Selling Stockholders (1) Offerings (2) by this Prospectus
-------------------------- ------------------------ --------------------
FRANK A. DUBEC
1775 E PALM CANYON DR. #H343
PALM SPRINGS , CA 92264 1,250 1,250
KARL-HEINZ DUNKEL
MORIKESTRASSE 6
SELIGENSTADT, GERMANY D-63500 37,514 37,514
HANS WERNER DUNKEL
RUHRSTRASSE 8
63533 MAINHAUSEN, GERMANY 1,000 1,000
ELFRIEDE DUNKEL
MORIKESTR 6
63500 SELIGENSTADT, GERMANY 12,505 12,505
GRUNDEI & RUTH DELORES GRUNDEI EARL
JAMES TTEES OF THE EARL JAMES GRUNDEI
REVOCABLE
13801 TONBRIDGE COURT
BONITA SPRINGS, FL 34135 2,501 2,501
RUTH DELORES GRUNDEI & EARL JAMES
GRUNDEI, TTEES OF THE RUTH DELORES
GRUNDEI REVOCABLE TRUST DTD 01-02-01
13801 TONBRIDGE CT
BONITA SPRINGS, FL 34135 2,501 2,501
EVERT EGGINK (3)
JAN VAN NASSAUSTRAAT 32-2596 BT
THE HAGUE , NETHERLANDS 261,133 261,133
SANDRA ELKIN
3490 E CECELIA LANE
YUMA, AZ 85365 2,644 2,501
SOREN ELLENBERGER
WOLLGRASWEG 6
21614 BUXTEHUDE, GERMANY 300 300
EMS TECHNOLOGIES (4)
660 ENGINEERING DRIVE
NORCROSS, GA 30092 1,784,883 784,883
EUGEN ENGEL
WALDMATTENSTRASSE CH-3952
SUSTEN/WALLIS, SWITZERLAND 4,252 4,252
MICHAEL ENGL
STUCKFELDSTRASSE 9
93413 CHAM, GERMANY 300 300
CLEMENS ERBEN
CARL SPAETER STR 11 D-56070
KOBLENZ, GERMANY 1,250 1,250
MANFRED ERNST
LAERCHENWEG 5
52538 SELFKANT, GERMANY 375 375
22
Stock Beneficially Owned Shares of Class A
Names and Addresses of the Owned Prior to the Common Stock Offered
Selling Stockholders (1) Offerings (2) by this Prospectus
-------------------------- ------------------------ --------------------
ALTON L. ESTES
1413 E. LINDA LANE
GILBERT, AZ 85234 6,875 625
ETHEL M. WANDRIE TRUST
BELL RIDGE APARTMENTS
844 E BELL ROAD #1060
PHOENIX, AZ 85022 17,126 17,126
EUR-AM LLC
2560 NEFF'S CIRCLE
SLC, UT 84109 2,751 2,751
REINHARD EXNER
ROSENSTRASSE 4
85077 MANCHING, GERMANY 520 520
FRITHJOF FELSBERG
ALLER POSTWEG 122
BOTTROP-KIRCHHELLEN, GERMANY 48244 500 500
GERALD FICHTNER
ILMENAUER STRASSE 23
SCHLEUSINGEN, GERMANY 98553 500 500
REINHARD FISCHBACH
BERLINER STR 14
BEESKOW, GERMANY 15848 500 500
MICHAEL FISCHER
KATHARINENSTRASSE 13
D-64297 DARMSTADT, GERMANY 450 450
FISERV CORRESPONDENT SERVICES INC
FCS C/FBO JEFFREY SHAW IRA R/O
1125 17TH STREET SUITE 1700
DENVER, CO 80202 17,448 17,448
JURGEN FISHER
MAILANDER STRASSE 12
FRANKFURT AM MAIN, 60598 19,007 19,007
ROLAND FLEIHS
LUEGEN 2
88379 UNTERWALDHAUSE, GERMANY 250 250
ALBRECHT FRANKE
GOPPERSDORFERSTR 76
09217 BURGSTADT, GERMANY 250 250
JOSEF FUCHS
HECHTSEESTR 53 C
81671 MUNCHEN, GERMANY 500 500
PETER GABLER
QUAGLIOSTRASSE 11 D-81543
MUNCHEN, GERMANY 1,563 1,563
JEFFREY M. GALLEN
13227 NO. 1ST AVENUE
PHOENIX, AZ 85029 2,251 2,251
23
Stock Beneficially Owned Shares of Class A
Names and Addresses of the Owned Prior to the Common Stock Offered
Selling Stockholders (1) Offerings (2) by this Prospectus
-------------------------- ------------------------ --------------------
DANIEL GALLWITZ
KIRCHWEG 7 A
DELITZSCH-BENNDORF, GERMANY D-04509 2,601 2,601
MARLIES GALLWITZ
KIRCHWEG 7A
04509 DELITZSCH, GERMANY 500 500
KLAUS GARPHEIDE
BERG-STRASSE 28/30 D-42651
SOLINGEN, GERMANY 3,126 3,126
TIM GAY
TIM GAY & ASSOC.
2700 NO. CENTRAL AVE SUITE 1190
PHOENIX, AZ 85004-1149 3,860 3,860
INGO GEISELHART
KOERNERSTRASSE 8
59174 KAMEN, GERMANY 250 250
FRANZ GENTER
GRAVENSTEINER WEG
FLENSBURG, GERMANY 24939 950 950
JOERG GEORGE
ZUM LAUSCHEBUSCH 64
POTSDAM, GERMANY 14469 300 300
WALTER GIB
AVE-MARIASTRASSE 16 D-76863
HERXHEIM, GERMANY 1,563 1,563
DAVID GILLETTE
1094 MERCEDES WAY
SALT LAKE CITY, UT 84108 2,501 2,501
ALEXANDER GIRADINI
RETTENBERSTRASSE 20
DASING, GERMANY 86453 125 125
ANDREAS GLAB
HOHER WEG 8 F
08309 EIBENSTOCK, GERMANY 1,000 1,000
ARTHUR GLASER
BODENSTEDTSTRASSE 37 D-81241
MUNCHEN, GERMANY 6,252 6,252
WENDE GOETZ
BOGENSTRASSE 15
24537 NEUMUENSTER, GERMANY 750 750
UTE GOLDBACH
GOETHESTR 34
39639 GARDELEGEN, GERMANY 500 500
JOSEF GRABMEIER
OBERE HAUPTSTRASSE 21
D-904143 GRAINET, GERMANY 250 250
24
Stock Beneficially Owned Shares of Class A
Names and Addresses of the Owned Prior to the Common Stock Offered
Selling Stockholders (1) Offerings (2) by this Prospectus
-------------------------- ------------------------ --------------------
WOLFGANG GREINER
AM DINCHELT
66957 VINNINGEN, GERMANY 250 250
GERD GROSS
HALDYSTRASSE 1
SAARBRUECKEN, GERMANY 66123 500 500
JOERN GROSS
FLACHSSTRASSE 2
D-56357 MIEHLEN, GERMANY 700 700
MARKUS GRUEBEL
IMANUEL-KANT-STRASSE 9
72800 ENINGEN, GERMANY 250 250
DIETER STAPERFELD GRUNDBESITZ
AVERDICKSTRASSE BETEILIGUNGS GMBH
ARNDTSTRASSE 45
OSNABRUECK, GERMANY D-49078 117,544 117,544
MANFRED GUERTLER
KIRCHSTRASSE 8
ADELSHOFEN, GERMANY 82276 375 375
HERBERT HANLE
MAX-MUNDING-WEG 13
88069 TETTNANG, GERMANY 476 476
WILLARD HARPSTER JR
737 11TH AVENUE
SALT LAKE CITY, UT 84103 1,250 1,250
ALBRECHT HARTUNG
ALTGORBITZER RING 52
DRESDEN, GERMANY 01169 313 313
BARBARA HASS
ST GEORGENER STR 19
D-79111 FREIBURG, GERMANY 1,441 1,441
GEORGE HAUGEN
T&G REAL ESTATE 7503 E SWEETWATER AVE.
SCOTTSDALE, AZ 85260 6,252 6,252
HEIN HAUPT
ELSTERWEG 22
D-34225 BAUNATAL 2, GERMANY 3,126 3,126
ARNELL HEAPS
1357 EAST PHEASANT RIDGE CR.
BOUNTIFUL, UT 84010 21,258 21,258
KATHY HEAPS
79 NORTH 340 WEST
OREM, UT 84057 3,751 3,751
HANS-PETER HECHT
MARKT 23
D-03400 ZERBST, GERMANY 450 450
25
Stock Beneficially Owned Shares of Class A
Names and Addresses of the Owned Prior to the Common Stock Offered
Selling Stockholders (1) Offerings (2) by this Prospectus
-------------------------- ------------------------ --------------------
IRMGARD HEFTRICH
ERLENRING 18
61118 BAD VILBEL, GERMANY 18 700 700
JURGEN HEIMER
IM EICHSFELD 32
3611 PETERSBERG, GERMANY 250 250
RAINER HEINZ
RICHARD-WAGNER-STR 11
OSTRINGEN, GERMANY D-76684 3,751 3,751
RENATE HEISTERS
AN DER ESCHERT 20 47877 WILLICH 2 375 375
KURT HELLE
53177 BONN
WINTERICHSTRASSE, GERMANY 27 3,876 3,876
ALBERT HELLWAGE
VON DER HEIDE 1
SEEVETAL, GERMANY 21218 650 650
DR. ARMON J. HELVIG
9619 W OAKSTONE DRIVE
SUN CITY, AZ 85351-2412 375 375
LARK HEINZ HEMMERLE
GEISEN HOLL 23
ASLAR, GERMANY 35614 375 375
EDITH HENSCHEL
IMM-KANJ-STR 9 61476 KRONBERG 5,002 5,002
EDWARD C HENSCHEL
IMMANUEL-KANT-STRASSE 9
D-61476 KRONBERG, GERMANY 30,977 30,977
HERALD SECURITIES AG
POSTFACH 4818
ZUG, SWITZERLAND CH-6304 500 500
DIRK HERGENHAHN
C/O CISCO SYSTEMS NEUERWALL 77
20354 HAMBURG, GERMANY 500 500
MATTHIAS HESSE
FLAESSERGASSE 2
DESSAU, GERMANY D-06844 500 500
CHRISTIAN HEUBERGER
SEMMELWEISSRING 17
WOLFSBURG, GERMANY D-38440 8,753 8,753
C JULIUS HEUBERGER
ACHTERDIEK 49 A
BREMEN, GERMANY D-28359 3,751 3,751
JUERGEN HIEMER
IM EICHSFELD 32
36100 PETERSBERG, GERMANY 250 250
26
Stock Beneficially Owned Shares of Class A
Names and Addresses of the Owned Prior to the Common Stock Offered
Selling Stockholders (1) Offerings (2) by this Prospectus
-------------------------- ------------------------ --------------------
FRANK HILLEBRAND
SUDRING 9 15236 FRANKFURT (ODER
LUCHSWEG 25, GERMANY 379 379
HANS-JOERG HINNERKOPF
MATTERSTOCK 19
97080 WUERZBURG, GERMANY 400 400
DR HANS HIRSCHFELDER
WITTKOPSTRASSE 1C
D-49088 OSNABRUECK, GERMANY 250 250
ROLF HOERNER-GEIGER
WEINBERGSTRASSE 6 97877
WERTHEIM-LINDELBACH, GERMANY 250 250
RICHARD HOFFMAN
AM GANGSTEIN 33 D-85051 INGOLSTADT 400 400
RAINER HOFFMAN
BRUCKNERSTRASSE 4 D-81667
MUNCHEN, GERMANY 2,188 2,188
RICHARD HOFMANN
AM GANSTEIG 33
INGOLSTADT, GERMANY 85051 658 658
HEIDE HOLDEBRAND
JOSEF-BRUCKEL-WEG 3 D-82031
GRUNWALD, GERMANY 1,563 1,563
PHILLIP M HOLLORAN &
SUSAN N HOLLORAN JTTEN
222 SOUTH 21ST ST
ST LOUIS, MO 63103 2,501 2,501
CHRISTINE M HORNEY
23101 FOX CREEK
FARMINGTON HILLS, MI 48335 2,501 2,501
BRENDA HORTON
2719 EAST IRONWOOD DRIVE
PHOENIX, AZ 85028 4,125 375
MIRO HRKAC
SCHUETZENSTRASSE 31
61381 FRIEDRICHSDORF, GERMANY 500 500
ANNE HUNECK
JOSEF-BRUCKEL-WEG 3 D-82031
GRUNWALD, GERMANY 3,126 3,126
MANFRED IRLINGER
KREMER STRASSE 20
PASSAU, GERMANY 94032 1,325 1,325
HARRY ISENSEE
GRAF LUDOF STR 9 31515 WUNSFORF 313 313
SUZANNE I. ISHAM
479 S. SEAWYNDS BLVD.
GILBERT, AZ 85234 4,125 375
27
Stock Beneficially Owned Shares of Class A
Names and Addresses of the Owned Prior to the Common Stock Offered
Selling Stockholders (1) Offerings (2) by this Prospectus
-------------------------- ------------------------ --------------------
MITCHELL IVES
9136 EAST WINCHCOMB DRIVE
SCOTTSDALE, AZ 85260 1,250 1,250
GUIDO JESEMANN
EMSER STRASSE 26A
D-30455 WIESBADEN, GERMANY 450 450
RALF JOCHUM
TALSTRASSE 20
66557 ILLINGEN, GERMANY 1,000 1,000
DETLEF JODECKE
KOTERBERGSTRASSE 4
HOXTER, GERMANY D-37671 150 150
JAMES JONES
2047 NO. ALMOND
MESA , AZ 85213 8,503 8,503
KEVIN L. JONES
557 SOUTH OAK STREET
GILBERT, AZ 85233 122,313 117,194
RICHARD C JONES (5)
12084 NO. 119TH STREET
SCOTTSDALE, AZ 85259 29,049 28,959
RICHARD W JONES
9201 N 54TH DR
GLENDALE, AZ 95302 6,753 6,753
WILLIAM T JONES
3019 S PASEO LOMA
MESA, AZ 85202 6,002 6,002
KELLI JONES
4728 W SIERRA VISTA DRIVE
GLENDALE, AZ 85301 1,501 1,501
MICHAEL JONES
4728 W SIERRA VISTA DR
GLENDALE, AZ 85301 1,501 1,501
BRIAN JONES
4728 W SIERRA VISTA DR
GLENDALE, AZ 85301 1,501 1,501
RICHARD C AND ANNA M JONES JTTN
12084 NO 119TH STREET
SCOTTSDALE, AZ 85259 113,375 113,375
RICHARD C AND ANNA M JONES
FAMILY TRUST 1,175,177 1,175,177
IRMGARD JUNG
VORGANGSTRASSE 21
63766 HOESBACH, GERMANY 250 250
28
Stock Beneficially Owned Shares of Class A
Names and Addresses of the Owned Prior to the Common Stock Offered
Selling Stockholders (1) Offerings (2) by this Prospectus
-------------------------- ------------------------ --------------------
HEINZ K JUNGNITZ
FELLERSTRASSE 8
FRANKFURT/MAIN, GERMANY 60322 5,002 5,002
JOSEPH G. KAHL
5107 E AIRE LIBRE AVE.
SCOTTSDALE, AZ 85254 3,676 3,676
CHRISTOS KAKOGEORGIOU
NIBELUNGENSTRASSE 30
40549 DUESSELDORF, GERMANY 3,251 3,251
ERICH KAMPMAN
DELPSTRASSE 16
D-59069 HAMM, GERMANY 250 250
MICHAEL KAROW
FALKENBERGER CHAUSSEE 138
D-13057 BERLIN, GERMANY 4,752 4,752
DETLEF KAUPERT
WIESENSTRASSE 1 A
D-38162 CREMLINGEN, GERMANY 250 250
THERESIA KERKSTORER
WESTERWIEHERSTR 238
33397 RIETBERG, GERMANY 750 750
KRISTEN E. KIRK
9708 E. VIA LINDA #1342
SCOTTSDALE, AZ 85258 2,750 250
UWE RENE KLASSEN
1 RUE DE LA PAIX
F-57460 BOUSBACH, FRANCE 2,101 2,101
ANDRAS KLAUS
MOZARTSTRASSE 01
D-02763 ZITTAU, GERMANY 938 938
KATHARINA KLESSINGER
KIRCHWEG 17 D-94104
TITTLING, GERMANY 4,377 4,377
ACHIM KOENES
STEPGESTRASSE 30
MONCHENGLADBACH, GERMANY 41061 2,751 2,751
MARTIN KOGLIN
HOHENSTRASSE 66
61476 KRONBERG, GERMANY 375 375
DIETER KOPPE
FR -X- SCHUSTER STR 32
D-91126 SCHWABACH, GERMANY 550 550
WALTER KOSCHNIKE
EINSTEINSTRASSE 7
D-78655 DUNNINGEN, GERMANY 450 450
29
Stock Beneficially Owned Shares of Class A
Names and Addresses of the Owned Prior to the Common Stock Offered
Selling Stockholders (1) Offerings (2) by this Prospectus
-------------------------- ------------------------ --------------------
HARTMUT KOSER
MARIENSTRASSE 19 D-71332
WEIBLINGEN, GERMANY 1,876 1,876
MANFRED KOSTIAL
GOTTFRIED-KELLER-STRASSE-9
HEILBRONN, GERMANY 74076 7,503 7,503
STEFAN KRAEFT
AM BLUMENGARTEN 10
D-31815 WINSTORF, GERMANY 450 450
PETER KRAEMER
BREITEICHSTRASSE 63
D74523 SCHWAEBISCH H, GERMANY 1,125 1,125
TORSTEN KRAHL
FRIEDENSSTRASSE 25
D-02977 HOYERSWERDE, GERMANY 1,029 1,029
PETER KRAMER
BREITEICHSTRASSE 63
SCHWABISCH HALL, GERMANY D-74523 1,501 1,501
DOLF KRAYENHOFF
JAN VAN NASSAUSTRAAT 30 NL-2596
BT DEN HAAG, NETHERLANDS 25,009 25,009
WOLFGANG KRENIG
OB DER ZIEGELEI 22
WEINSBERG, GERMANY 74189 625 625
AXEL KRESS
BIRKENWALDSTRASSE 69
D-70191 STUTTGART, GERMANY 750 750
ANDREAS KRIEGER
PAPENGRENZE 6
28844 WEJHE, GERMANY 200 200
HORST KUEHNBERGER
AUGUST KRIEG WEG 10
D-73560 BOEBLINGEN, GERMANY 250 250
ALEXANDER KUNKEL
AM STADTPFAD 61
65760 ESCHBORN, GERMANY 1,313 1,313
LA ROCHE HOLDING
A LUXEMBOURG HOLDING COMPANY
C/O DISCOUNT BANK/ MR F WEINBERG
L-2449 LUXEMBOURG, LUXEMBOURG 112,105 112,105
HEINRICH LAMMERT
SPERLINGSGASSE
HOLZMINDEN, GERMANY D-37603 2,501 2,501
RENE LANGE
SUEDRING 23 D-04808 WUERZEN
GERMANY, 150 150
30
Stock Beneficially Owned Shares of Class A
Names and Addresses of the Owned Prior to the Common Stock Offered
Selling Stockholders (1) Offerings (2) by this Prospectus
-------------------------- ------------------------ --------------------
HANS LAUCK
WALDSTRASSE 5
66695 THOLEY, GERMANY 250 250
HORST-DIETER LAUFS
HOELDERLIN STRASSE 1A
50968 KOELN, GERMANY 750 750
LAMBERTUS J.F. LE FEVRE
PORTELSTRAAT 25 1445 LA PURMEREND 3,001 3,001
MANFRED LEDERER
ALBRECHT-DURER-PLATZ 1
97421 SCHWEINFURT, GERMANY 2,501 2,501
HEINRICH LINNEMANN
HAMMHOF 15
D-30455 HANNOVER, GERMANY 225 225
IVAN LJUBAS
CHESHAMER STR 25
61381 FRIEDRICHSDORF, GERMANY 500 500
INGRID LOESSL
HOMBURGER LANDSTRASSE 42 A
61440 OBERURSEL, GERMANY 500 500
PERRY D. LOGAN
420 SAINT ANDREWS COURT
LAS VEGAS, NV 89144-0815 62,523 62,523
PERRY LOGAN &
GARY LOGAN JTTEN
420 ST ANDREWS CT
LAS VEGAS, NV 89144 12,505 12,505
NICOLAS LOIBL
STAFFENBERGERSTRASSE 24
STUTTGART, GERMANY 70184 250 250
PETER T. LOPEZ
11260 N. 92ND ST., #2112
SCOTTSDALE, AZ 85260 23,376 2,126
BERNHARD LORENZ
GARTENSTRASSE 8
85456 WARTENBERG, GERMANY 175 175
IRMGARD LORENZ
GARTENSTRASSE 8
85456 WARTENBERG, GERMANY 500 500
INGRID LOSSL
HOMBURGER LDSTR 42 D-61440
OBERURSEL, GERMANY 750 750
31
Stock Beneficially Owned Shares of Class A
Names and Addresses of the Owned Prior to the Common Stock Offered
Selling Stockholders (1) Offerings (2) by this Prospectus
-------------------------- ------------------------ --------------------
MICHAEL LOTZEN
KONRAD ADENAUER ALLEE 20 D-56636
ANDERNACH GERMANY, 143 143
BERND LUBECK
CURD-JURGENS-STR 4
MUNCHEN, GERMANY 81739 500 500
RONALD LUCK
AM EISBERG 18
BARCHFELD, GERMANY 36456 875 875
ROLAND LUEPERTZ
RAIFFEISEN STR 11
41751 VIERSEN, GERMANY 1,143 1,143
PATRICK MANION
7858 E BALAO DRIVE
SCOTTSDALE, AZ 85262-2779 1,250 1,250
ECKHARD MANNS
DREIECHRING 16
63225 LANGEN, GERMANY 500 500
JOHN MAREK
3600 SO. WENONAH
BERWYN, IL 60402 7,253 7,253
TED MAREK
12210 NO. 76TH PLACE
SCOTTSDALE, AZ 85260-4816 12,505 12,505
TED MAREK
TED MAREK DEFINED PENSION PLAN
12210 NO 76TH PLACE
SCOTTSDALE, AZ 85260-4816 15,631 15,631
EDWARD H MARGOLIS
ONE ITHAN-WOODS LANE
VILLANOVA, PA 19085 5,709 5,709
MAX STREICHER KG
SCHWAIGERSTRASSE 17
94469 DEGGENDORF, GERMANY 8,865 8,865
JAMES R. MCCORKLE
755 SHERIDAN AVENUE
COLUMBUS, OH 43209 500 500
NATHAN R. MCCORKLE
755 SHERIDAN AVENUE
COLUMBUS, OH 43209 500 500
JUERGEN MEIERHOEFER
FRAUENDORFERSTR 57A 04654
FRONBURG-GREIFENHEIN, GERMANY 1,040 1,040
ALOIS MEIR
PFAFFENBERG 11
SCHWANENSTADT, AUSTRIA A-4690 300 300
32
Stock Beneficially Owned Shares of Class A
Names and Addresses of the Owned Prior to the Common Stock Offered
Selling Stockholders (1) Offerings (2) by this Prospectus
-------------------------- ------------------------ --------------------
SIEGLINDE MEITINGER
WINIBALDSTRASSE 40 D-82515
WOLFRATSHAUSEN, GERMANY 600 600
JOHANNES MEKLE
PAUL-THIERFELDER-STRASSE
GAILDORF, GERMANY D-74405 11,754 11,754
JOHANNES MEKLE
& WERNER WAGNER JTTEN
PAUL-THIERFELDER STR 10
74405 GAILDORF, GERMANY 1,250 1,250
CHERYL L. MENGE
31057 NORTH 44TH WAY
CAVE CREEK, AZ 85331-7814 2,001 2,001
DIRK MEYER
GOTENWEG 12
POING, GERMANY D-85586 1,250 1,250
MARKO MEYER
ORANLERSTRASSE 17 A
D86159 AUGEBURG, GERMANY 250 250
WOLFGANG MEYER
KOPERNIKUS PLATZ 5
D-90459 NUERNBERG, GERMANY 338 338
JOACHIM MEYER
ALBRECHT-DUERER-STRASSE 1
D-57368 LENNESTADT, GERMANY 508 508
HOLGER MICK
OBERDORFSTRASSE 11 D-73116
WASCHENBEUREN, GERMANY 1,000 1,000
MICHAEL S. MITCHELL
15806 NO. 38TH PLACE
PHOENIX , AZ 85032 175,753 88,253
IRIS MITRICK
17231 LINDGREN AVE
SUN CITY, AZ 85373 500 500
CHRISTOPHER W. MOORE
2715 E VISTA
PHOENIX, AZ 85032 4,502 4,502
JUDI MOSKOWITZ
88-29 155 AVE APT 3H
HOWARD BEACH , NY 11414 1,250 1,250
DIETMAR MUEHLENTIEN
MARIENSTRASSE 26
33154 SALZKOTTEN, GERMANY 2,751 2,751
DR CHRISTIAN MUELLER
LUKASSTRASSE 3
DRESDEN, GERMANY 01069 5,002 5,002
MARGOT MUMMERT
RHEINALLEE 21
33689 BIELEFELD, GERMANY 550 550
33
Stock Beneficially Owned Shares of Class A
Names and Addresses of the Owned Prior to the Common Stock Offered
Selling Stockholders (1) Offerings (2) by this Prospectus
-------------------------- ------------------------ --------------------
ARIANE MUMMERT
BEHNHOFSTRASSE 17
16359 BIETHENTHAL, GERMANY 875 875
ROLF-GUSTAV MUNSKE
GEBESCHUSSTRASSE 52
D-65929 FRANKFURT, GERMANY 300 300
LARRY NELSON
16231 N. 56TH PLACE
SCOTTSDALE, AZ 85254 24,689 24,689
RUDOLF NENNINGER
PAASTRASSE 21
DASING, GERMANY 86453 625 625
DANIEL NICOLIN
NOLDENWEG 24
40724 HILDEN, GERMANY 133 133
DENNIS NIELSEN
2560 NEFF CIRCLE
SALT LAKE CITY, UT 84109 50,019 50,019
LELAND NORTON
17231 LINDGREN AVE.
SUN CITY, AZ 85373 10,004 10,004
NUPETCO ASSOCIATES
2001 WINDSOR STREET
SALT LAKE CITY, UT 84105 12,505 12,505
WILLIAM & ELIZABETH O'NEAL
4213 NO. TABOR STREET
MESA, AZ 85215 3,751 3,751
BRIGITTE OBERMEIER
ALTE BAHNHOFSTRASSE 3
D-94491 HENGERSBERTG, GERMANY 1,525 1,525
ALFRED PEEPER (6)
HOGEWEG 76-1 2042 GJ ZANDVOORT 354,710 354,688
ALFRED PEEPER
CALLE HAMBURGO 22 ED LAS ALGAS 2/4
03500 BENIDORM-ALC, SPAIN 145,124 145,124
KLAUS PESCHKES
SIEGSTRASSE 24
41464 NEUSS, GERMANY 500 500
DR ALICE PETRY-REICHERT
KNEIPPSTR 17 D-86825
BAD WORRISHOFEN, GERMANY 625 625
34
Stock Beneficially Owned Shares of Class A
Names and Addresses of the Owned Prior to the Common Stock Offered
Selling Stockholders (1) Offerings (2) by this Prospectus
-------------------------- ------------------------ --------------------
PRIME GLOBAL COLLECTIBLES
1759 OAKVALE DR SW
WYOMING, MI 49509 56,271 56,271
HENDRIKA PRINS
ROOSEVELTLAAN 153-1
1079 AL AMSTERDAM, NETHERLANDS 125,047 125,047
PROXIMA ASSET MANAGEMENT INC.
ROUTE DES ACACIAS 54
1227 CAROUGE, SWISS 143,532 143,532
SARA E PULLINS
448 E 1730 N
OREM, UT 84097-2219 217 217
MARTINA RAEZ
WINIBALDSTRASSE 29 D-82515
WOLFRATSHAUSEN, GERMANY 500 500
JOACHIM RAMTHUN
ALLERSHEIMER KIRCHWEG 5
HOLZMINDEN, GERMANY D-37603 2,126 2,126
INGO RAUP
SUDETENSTR 12
HEIDENHEIM, GERMANY 89518 5,438 5,438
RAVENWOOD TRUST
C/O JONATHAN R SANDERS
4458 VERDICCIO AVE
LAS VEGAS, NV 89141-4242 2,175 2,175
HANS PETER RECKLE
FISCHENER STRASSE 12
D-87448 WALTENHOFEN, GERMANY 250 250
DIRK REICHARDT
BERNHARD-KOETENBUERGER-STRASSE 4
33102 PADERBORN, GERMANY 775 775
PETRY REICHERT
KNEIPPSTR 17
86825 BAD WORRISHOFE, GERMANY 375 375
RUDI REICHL
WELLER STR 25
D-74523 SCHWABISCH-, HALL GERMANY 250 250
SIMONE RICCOBONO
353 WINDTREE AVE
THOUSAND OAKS, CA 91360 10,000 10,000
JAMES G. RICKETTS
23210 NO. LAS LAVATAS
SCOTTSDALE, AZ 85255 13,443 13,443
WILLIAM G. RICKETTS
3562 STATE RT. 273 W P O 161
BELLE CENTER, OH 43310 12,505 12,505
35
Stock Beneficially Owned Shares of Class A
Names and Addresses of the Owned Prior to the Common Stock Offered
Selling Stockholders (1) Offerings (2) by this Prospectus
-------------------------- ------------------------ --------------------
MARTIN RIPPSTEIN
C/O NOW DATA CONSULT HAUPTSTR 791
OBERBUCKSITEN, SWITZERLAND CH-4625 300 300
GOTTFRIED RODEN
WESTERWEIHERSTR 238
33397 RIETBERG, GERMANY 1,250 1,250
JEAN-CLAUDE RODER
16C. AV. LOUIS-YUNG-CH
1290 VERSOIX, SWITZERLAND 6,252 6,252
OTTFRIED ROEHNER
SINGERSTRASSE 112
10179 BERLIN, GERMANY 1,200 1,200
JUNE M. ROSENBERG
PO BOX 82406
COLUMBUS, OH 43202 250 250
JOERG ROSENGART
YSENBUERGER STRASSE 54
DREIEICH, GERMANY 63303 750 750
KARL-HEINZ ROTTGE
BERLINER STRASSE 15
52428 JUELICH, GERMANY 400 400
JAMES J. OR LUCETTE ROWAN
16128 E KINGSTREE BLVD
FOUNTAIN HILLS, AZ 85268-5618 30,718 30,718
WALTER G. ROWE
2510 N. 135TH DRIVE
GOODYEAR, AZ 85338 35,776 3,276
HORST RUBESAMEN
VEERENSTR 20A
BREMERHAVEN, GERMANY 27574 375 375
JOACHIM RUDERT
IBAS ARBEITSICHERHEIT, FICHTENSTRASSE
82256 FUERSTENFELDBRUCK 313 313
ANDRE RUEFFER
ORANIENSTRASSE 74
D-65812 BAD SODEN, GERMANY 450 450
THOMAS RUNDE
EICHENSTR 6
26909 NEULEHE, GERMANY 250 250
DR ALBERT RUPRECHT
EICHENDORFFSTRASSE 2
ROSTOCK, GERMANY 18057 375 375
HORST SAGNER
MINNA-HERZLIEB-STR 36 02827
GOERLITZ-NEISSE 250 250
JOSEPH H SANDERS
448 E 1730 NORTH
OREM, UT 84097 218 218
JAMES P SANDERS
448 E 1730 NORTH
OREM, UT 84097 217 217
36
Stock Beneficially Owned Shares of Class A
Names and Addresses of the Owned Prior to the Common Stock Offered
Selling Stockholders (1) Offerings (2) by this Prospectus
-------------------------- ------------------------ --------------------
GREG R SANDERS &
DEBORAH SANDERS JTTEN
PO BOX 200
SULLIVAN, IL 61951 2,975 2,501
JOHN P SANDERS &
MAUREEN W SANDERS FAMILY TRUST
C/O DR JOHN P SANDERS
408 OAKHILL TERRACE
LOMPOC, CA 93436 1,087 1,087
ELISABETH SCHAADT
NARZISSENWEG 2 66606 ST WENDEL-BLIESE 125 125
MIKE SCHEFFLER
NORDSTR 58
LEIPZIG, GERMANY 04105 625 625
GERHARD SCHENK
SONNENTAU 1
D-88410 BAD WURZACH, GERMANY 750 750
ANDREAS SCHILD
BOSSENGANG 27
38442 WOLFSBURG, GERMANY 500 500
WERNER-DIETRICH SCHMIDT
HERMANN-KAPPEN-WEG 2
GLADBECK, GERMANY D-45964 4,001 4,001
M. SCHMIT
ACCT: ROWLAND 39560 BANK DE LUXEMBOURG
80 PLACE DE LA GARE L 1616 12,505 12,505
RENE SCHMITT
SICKFELD 9
66646 MARPINGEN, GERMANY 500 500
HANNO SCHNABEL
WOELBATTENDORFER WEG 43
HOF, GERMANY 95030 625 625
MANFRED SCHNEIDER
GLATZER STRASSE 7
D-40231 DUESSELDORF, GERMANY 250 250
AXEL SCHREYER
PESTALOTZZIPLATZ 2
D-06556 ARTERN, GERMANY 338 338
KAREN SCHROEDER
7137 N SERENOA DR
SARASOTA, FL 34241 6,565 6,565
ROBERT C SCHROEDER
7137 N SERENOA DRIVE
SARASOTA, FL 34241 44,079 44,079
MANFRED SCHUBERT
BLUMENWEG 6
ROTHLEIN, GERMANY 97520 875 875
MATHIAS SCHUETT
AUGUST-SCHMIDT-STRASSE 16
D-59425 UNNA, GERMANY 1,466 1,466
37
Stock Beneficially Owned Shares of Class A
Names and Addresses of the Owned Prior to the Common Stock Offered
Selling Stockholders (1) Offerings (2) by this Prospectus
-------------------------- ------------------------ --------------------
ALBERT SCHUH
GUSENBERGER WEG 6
66620 NONNWEILER, GERMANY 250 250
CLAUS-WERNER SCHULZE
MOORSTRASSE 4
ISENBUETTEL, GERMANY 38550 675 675
GUENTER SCHULZE
AM LEHESTER DEICH 12A
BREMEN, GERMANY 28357 2,501 2,501
KLAUS SCHUMANN
ALLERSTRASSE 28
BREMERHAVEN, GERMANY 27672 1,751 1,751
HEIKE SCHUMMER
WEIHERSTRASSE 69
66640 NAMBORN, GERMANY 250 250
WOLFGANG SCHWEGMANN
SCHAARREIHE 28
WILHELMSHAVEN, GERMANY D-26389 7,503 7,503
THOMAS SEELBACH
SCHLOSSALLEE 25
D-65388 SCHLANGENBAD, GERMANY 1,250 1,250
WALTER EDGAR SEIZ
ALT ESCHERSHEIM 19
D-60433 FRANKFURT, GERMANY 31,256 31,256
JEFFREY L. SHAW
3130 SO. 975 E
BOUNTIFUL, UT 84010 9,946 9,946
JUSTIN R. SHAW
6 NORTH 800 EAST
BOUNTIFUL, UT 84010 3,751 3,751
MATHEW & MINDY SHAW
3130 SO 975 EAST
BOUNTIFUL, UT 84010 3,751 3,751
PAUL SHULTZ
P.O. BOX 769
FRANKTOWN, GA 80116 1,250 1,250
WIENFRIED SIEBERT
MAILBOX 23 E-07184 CALVIA/MALLORCA 2,601 2,601
BILLY J. SKILLMAN
5419 W. ONYX AVENUE
GLENDALE, AZ 85302 500 500
HOWARD SOBELMAN
4315 E MOSSMAN ROAD
PHOENIX, AZ 85050 1,250 1,250
SIEGFRIED SPIERIG
31137 HILDESHEIM
LANGER GARTEN, GERMANY 11 625 625
ANDREAS SPRINGE
KIELER STRASSE 265
NEUMUENSTER, GERMANY 24536 1,726 1,726
FRANK STAHMER
KREUZSTRASSE 24
D-49084 OSNABRUECK, GERMANY 250 250
38
Stock Beneficially Owned Shares of Class A
Names and Addresses of the Owned Prior to the Common Stock Offered
Selling Stockholders (1) Offerings (2) by this Prospectus
-------------------------- ------------------------ --------------------
DIETER STAPERFELD 177,566 177,566
KLAUS STARK
JOHANN STRAUSS STR 14
D-076684 OSTRINGEN, GERMANY 625 625
VOLKER STRAUSS
SACKENHAUSER STRASSE 1
67316 CARLSBERG, GERMANY 470 470
BRADLEY A. TAUB
7291 E EAGLE FEATHER RD
SCOTTSDALE, AZ 85262 42,439 4,939
SUSAN TAUB
16036 NORTH 11TH AVENUE UNIT 1056
PHOENIX, AZ 85023 1,250 1,250
JUERGEN TAUBE
AM STERNANGER 1
83671 BENEDIKTBEUREN, GERMANY 250 250
TED MAREK DEFINED PENSION PLAN
12210 N 76TH PLACE
SCOTTSDALE, AZ 85260 3,501 3,501
URSULA TEICHERT
HOLBEINSTRASSE 54 F
D-12203 BERLIN, GERMANY 4,896 4,896
WOUT VAN TELLINGEN
300 SACHTLEBEN ROAD
WIMBERLY, TX 78676 35,013 35,013
DIETMAR TEUBNER
KAISER-WILHELM-RING 18
D-40545 DUESSELDORF, GERMANY 6,252 6,252
JOERG TRAUM
NAUHEIMER STRASSE 28
65468 TREBUR, GERMANY 250 250
CARSTEN TRESCHER
RIEDRAIN 9
FRANKFURT AM M, GERMANY D-65936 750 750
DAVID TSCHAN
HOHENSTR OST 61
OLTEN, SWITZERLAND CH-4600 300 300
WILFRIED UTRATA
NEUSSER STRASSE 231
KOLN, GERMANY D-50733 1,751 1,751
JUENEMANN UWE
QUELLENSTR 36
42117 WUPPERTAL, GERMANY 250 250
ERWIN VAIH
JAGERSTRASSE 40
STUTTGART, GERMANY D-70174 5,377 5,377
39
Stock Beneficially Owned Shares of Class A
Names and Addresses of the Owned Prior to the Common Stock Offered
Selling Stockholders (1) Offerings (2) by this Prospectus
-------------------------- ------------------------ --------------------
M C M VAN DER LAAN
JULIANA BERNHARD LAAN 89
NL6432 GV HUENSBROCK, NETHERLANDS 1,563 1,563
LISA M. VANCE
4026 E KERESAN STREET
PHOENIX , AZ 85044 1,250 1,250
HANS VERGOED
PRINS FREDERIKLAAN 10 2243 HW WASSENAA
NETHERLANDS, 31,262 31,262
VIRGINIA NORTON FAMILY TRUST DECLARED
C/O DEBORAH SANDERS P O BOX 200
SULLIVAN, IL 61951 2,501 2,501
GUENTER VOGEL
RENWEG 1
94034 PASSAU, GERMANY 2,501 2,501
WERNER WAGNER
THEODOR-HEUSS-STRASSE 11
WEINSTADT, GERMANY D-71384 2,501 2,501
HANS WALLNER
PULVERTURMSTRASSE 47 D-80935
MUNCHEN, GERMANY 938 938
ANDREAS WALTER
MOERSERSTRASSE 291
47475 KAMP-LINFORT, GERMANY 300 300
STEFAN-ARNOLD WARKEN
ZUM BAUERNWALD 24
GUSENBURG, GERMANY D-54413 2,501 2,501
HANS WEBER
STOFFERKAMP 18
HAMBURG, GERMANY D-22399 250 250
THOMAS WEGNER
ESCHENRING 1
BENNEWITZ, GERMANY D-04828 500 500
FRANZ JOSEF WEICHERDING
66125 SAARBRUCKEN
BEI GERSTNERSHAUS 22, GERMANY 500 500
RUDOLF WELP
ROENTGENSTRASSE 21
42781 HAAN, GERMANY 375 375
GOTZ WENDE
BOGENSTRASSE 15 D 24537 NEUMUENSTER 3,645 3,645
40
Stock Beneficially Owned Shares of Class A
Names and Addresses of the Owned Prior to the Common Stock Offered
Selling Stockholders (1) Offerings (2) by this Prospectus
-------------------------- ------------------------ --------------------
GERD WENDE
MUHLENSTRASSE 43
24539 NEUMUNSTER, GERMANY 250 250
GABRIELE WENDE
BOGENSTR 18
NEUMUNSTER, GERMANY 24537 1,050 1,050
JELENA WENDE
BOGENSTR 15
24537 NEUMUNSTER, GERMANY 250 250
STEVEN WENDE
BOGENSTR 15
24537 NEUMUNSTER, GERMANY 250 250
JUERGEN WERNER
THOLEYER STRASSE 2
MARPINGEN, GERMANY D-66646 3,001 3,001
DONALD J. & MARY WEST
BOX 135 207 S SYCAMORE AVE
SYCAMORE, OH 44882 2,626 2,626
D. JACK WEST
12497 RD. G. BOX 28
OTTAWA, OH 45875 1,125 1,125
WERNER WETZEL
ERMSWEG 4
D-73734 ESSLINGEN, GERMANY 3,126 3,126
GERHARD WIEGERS
GOLDBECKERSTRASSE 21 D-21643
BECKDORF, GERMANY 1,094 1,094
KLASS WIGGERS
POLANENPARK 113
2241 SH WASSENAAR, NETHERLANDS 42,266 42,266
ELISABETH WILD
ADAM WILDSTRASSE 2
FIRT I WALD, GERMANY 93437 3,751 3,751
ALOYSIUS WILHELM
ZUR SCHNAU 3 66822
LEGACH-DOERSDORF, GERMANY 500 500
CLIFFORD & HEATHER WINHAM
2715 E VISTA
PHOENIX, AZ 85032 650 650
41
Stock Beneficially Owned Shares of Class A
Names and Addresses of the Owned Prior to the Common Stock Offered
Selling Stockholders (1) Offerings (2) by this Prospectus
-------------------------- ------------------------ --------------------
SAMUEL KENNETH WINHAM
& SARI ANN WINHAM
2715 E VISTA
PHOENIX, AZ 85032 650 650
KENNETH C & VICKY L WINHAM
KENNETH C & VICKY L WINHAM
FAMILY TRUST 2715 E VISTA
PHOENIX, AZ 85032 6,502 6,502
VICKY WINHAM
2715 E VISTA
PHOENIX, AZ 85032 8,003 8,003
KENNETH C & VICKY L WINHAM FAMILY
TRUST 2715 E VISTA
PHOENIX, AZ 85032 7,503 7,503
UWE WINKELMANN
PHILIPP-MUELLER-STRASSE 43
D-06110 HALLE, GERMANY 500 500
ULRICH WOLF
GOETHESTR 8
37120 BOVENDEN, GERMANY 375 375
WORLD LINK LLC
2560 NEFFS CIRCLE
SALT LAKE CITY, UT 84109 9,754 9,754
INGO WULF
CRUSIS STR 9
99706 SONDERSHAUSEN, GERMANY 500 500
DIRK WULF
STRASSE DER GENOSSENSCHAFTEN
99734 NORDHAUSEN, GERMANY 500 500
DIETER ZAJONS
SPREMBERGERSTRASSE 181
FROST, GERMANY 03149 1,200 1,200
ASTRID ZELLMANN
SUEDSTRASSE 8
KAARST, GERMANY 41564 838 838
--------------------------
42
(1) As of the date of this prospectus, TSI was the record holder of the
6,000,000 shares of Class A common stock listed in this table (see
footnote (6) in previous table). TSI has informed us that after the
date of this prospectus, TSI intends to distribute such shares of Class
A common stock to the shareholders listed in this table in the amounts
indicated. This prospectus relates to the
resale of the shares of Class A common stock by the shareholders
listed, and their respective transferees, pledgees, donees, or other
successors. The shareholders of TSI are subject to the agreement
contained in the acquisition agreement that they, individually, are not
to sell, in any 90-day period, more than the average weekly trading
volume of our Class A common stock during the four calendar weeks
preceding any sale.
(2) The number of shares beneficially owned is determined in accordance
with Rule 13d-3 of the Exchange Act and the information is not
necessarily indicative of beneficial ownership for any other purpose.
Under such rule, beneficial ownership includes any shares as to which
the person has sole or shared voting power or investment power and also
any shares which the person has the right to acquire within 60 days of
the date set forth in the applicable footnote through the conversion of
a security or the exercise of any stock option or other right.
Percentage ownership indicated in the footnotes below is based on
18,599,059 shares of our common stock outstanding as of October 31,
2002
(3) Evert Eggink beneficially owns 1.46% of the Company.
(4) EMS Technologies beneficially owns 12.6% of the Company.
(5) Richard C. and Anna M. Jones beneficially own 7.1% of the Company.
(6) Alfred Peepers beneficially owns 2.7% of the Company.
DESCRIPTION OF SECURITIES
Our authorized capital consists of 75,000,000 shares of Class A common stock,
25,000 shares of Class B common stock, and 25,000,000 shares of preferred stock.
The preferred stock is issuable in series with such designation, preferences,
voting rights, privileges, and other restrictions and qualifications as our
Board of Directors may establish in accordance with Arizona law. There were
18,599,059 shares of Class A common stock, and no shares of Class B common stock
issued and outstanding as of October 31, 2002. There were 51,895 shares of
Series B Convertible Preferred Stock outstanding as of October 31, 2002. There
were no other shares of preferred stock outstanding. As of November 26, 2002,
options to purchase 5,826,500 shares of class A Common Stock were outstanding,
and the weighted average exercise price of such options was $0.97. In addition,
as of November 26, 2002 the Company had 2,260,715 warrants to purchase Class A
Common Stock outstanding, and the weighted average exercise price of such
warrants was $1.05. Our Class A common stock is traded on the NASDAQ SmallCap
Market under the symbol "ALAN". No other securities of the Company are currently
traded on any market.
Common Stock
Holders of shares of our Class A common stock are entitled to one vote per share
on all matters to be voted on by our shareholders. Holders of shares of Class B
common stock are entitled to one-one hundredth of one vote per share of
Class B common stock on all matters to be voted on by our shareholders. Our
Class A common stock and our Class B common stock have cumulative voting rights
with respect to the election of directors. Our bylaws require that only a
majority of the issued and outstanding voting shares of common stock need be
represented to constitute a quorum and to transact business at a shareholders'
meeting.
Subject to the dividend rights of the holders of preferred stock, if applicable,
holders of shares of common stock are entitled to share, on a ratable basis,
such dividends as may be declared by the Board of Directors out of funds legally
available.
43
Upon our liquidation, dissolution or winding up, after payment of creditors and
holders of any of our senior securities, including preferred stock, our assets
will be divided pro rata on a per share basis among the holders of the shares of
common stock. Our common stock has no preemptive or other subscription rights,
and there are no conversion rights or redemption or sinking fund provisions. All
outstanding shares of common stock are fully paid and non-assessable.
Preferred Stock
Our Board of Directors is authorized to issue preferred stock in one or more
series and denominations and to fix the rights, preferences, privileges, and
restrictions, including dividend, conversion, voting, redemption, liquidation
rights or preferences, and the number of shares constituting any series and the
designation of such series, without any further vote or action by our
shareholders. The issuance of preferred stock may have the effect of delaying,
deferring, or preventing a change of control of our company without further
action by the shareholders. The issuance of preferred stock with voting and
conversion rights may adversely affect the voting power of the holders of common
stock.
Our Board of Directors has previously authorized the issuance of a series of
preferred stock referred to as Series B Convertible Preferred Stock. Without the
affirmative vote of a majority of the holders of the Series B Preferred Stock,
we may not amend, alter or repeal any of the provisions of our articles of
incorporation or articles of designation for the Series B Convertible Preferred
Stock. We also need the affirmative vote of a majority of the holders of the
Series B Convertible Preferred Stock if we want to authorize any
reclassification of the Series B Convertible Preferred Stock that would
adversely affect the preferences, special rights or privileges or voting power
of the Series B Convertible Preferred Stock. We may not create or issue any
class of stock ranking prior to the Series B convertible Preferred Stock as to
dividends or distribution of assets, or create or issue any shares of any series
of the authorized preferred stock ranking prior to the Series B Convertible
Preferred Stock's rights to dividends or distribution on liquidation.
Arizona Corporate Takeover Act and Certain Charter Provisions
We are subject to the provisions of the Arizona Corporate Takeover Act. The
Arizona Corporate Takeover Act and certain provisions of our articles of
incorporation and bylaws, as summarized in the following paragraphs, may have
the effect of discouraging, delaying, or preventing hostile takeovers (including
those that might result in a premium over the market price of our common stock),
or discouraging, delaying, or preventing changes in control or management of our
company.
Arizona Corporate Takeover Act
Article 1 of the Arizona Corporate Takeover Act is intended to restrict
"greenmail" attempts by prohibiting us from purchasing any shares of our capital
stock from any beneficial owner of more than 5% of the voting power of our
company at a per share price in excess of the average market price during the 30
trading days prior to the purchase, unless
the 5% owner has beneficially owned the shares to be purchased for a
period of at least three years prior to the purchase;
a majority of our shareholders (excluding the 5% owner, its affiliates
or associates, and any officer or director of our company) approves the
purchase; or
we make the offer available to all holders of shares of our capital stock.
44
Article 2 of the Arizona Corporate Takeover Act is intended to discourage the
direct or indirect acquisition by any person of beneficial ownership of our
shares (other than an acquisition of shares from us) that would constitute a
control share acquisition. A "control share acquisition" is defined as an
acquisition of shares by any person, when added to other shares of our company
beneficially owned by such person, immediately after the acquisition entitles
such person to exercise or direct the exercise of
at least 20% but less than 33 1/3%;
at least 33 1/3% but less than or equal to 50%; or
more than 50% of the voting power of our capital stock.
The Arizona Corporate Takeover Act (1) gives our shareholders other than any
person that makes or proposes to make a control share acquisition or our
company's directors and officers the right to limit the voting power of the
shares acquired by the acquiring person that exceed the threshold voting ranges
described above, other than in the election of directors, and (2) gives us the
right to redeem such shares from the acquiring person at a price equal to their
fair market value under certain circumstances.
Article 3 of the Arizona Corporate Takeover Act is intended to discourage us
from entering into certain mergers, consolidations, share exchanges, sales or
other dispositions of our assets, liquidation or dissolution of our company,
reclassification of securities, stock dividends, stock splits, or other
distribution of shares, and certain other transactions with any interested
shareholder (as defined in the takeover act) or any of the interested
shareholder's affiliates for a period of three years after the date that the
interested shareholder first acquired the shares of common stock that qualify
such person as an interested shareholder, unless either the business combination
or the interested shareholder's acquisition of shares is approved by a committee
of our Board of Directors (comprised of disinterested directors or other
persons) prior to the date on which the interested shareholder first acquired
the shares that qualify such person as an interested shareholder. In addition,
Article 3 prohibits us from engaging in any business combination with an
interested shareholder or any of the interested shareholder's affiliates after
such three-year period unless
the business combination or acquisition of shares by the interested
shareholder was approved by our Board of Directors prior to the date
on which the interested shareholder acquired the shares that qualified
such person as an interested shareholder;
the business combination is approved by our shareholders (excluding
the interested person or any of its affiliates) at a meeting called
after such three-year period; or
the business combination satisfies each of certain statutory requirements.
Article 3 defines an "interested shareholder" as any person (other than us and
our subsidiaries) that either (a) beneficially owns 10% or more of the voting
power of our outstanding shares, or (b) is an affiliate or associate of our
company and who, at any time within the three-year period preceding the
transaction, was the beneficial owner of 10% or more of the voting power of our
outstanding shares.
Certain Charter Provisions
In addition to the provisions of the Arizona Corporate Takeover Act described
above, our articles of incorporation and bylaws contain a number of provisions
relating to corporate governance and the rights of shareholders. These
provisions include the following:
the authority of our Board of Directors to fill vacancies on the board
of directors;
the authority of our Board of Directors to issue
preferred stock in series with such voting rights and other
powers as our board of directors may determine;
45
a provision that, unless otherwise prohibited by law, special meetings
of the shareholders may be called only by our Board of Directors, or
by holders of not fewer than 10% of all shares entitled to vote at the
meeting; and
a provision for cumulative voting in the election of directors, pursuant
to Arizona law.
Transfer Agent and Registrar
The transfer agent and registrar for our Class A common stock is Computershare
Trust Company, 350 Indiana Street, Suite 800, Golden, Colorado 80401.
LEGAL MATTERS
Certain legal matters with respect to the validity of the issuance of the
Class A common stock offered hereby will be passed upon by The Law Office of
Steven P. Oman, P.C., Scottsdale, Arizona. Said firm, and Steven P. Oman,
owned, as of the date of this prospectus, an aggregate of 145,000 shares of
our Class A common stock on an as-converted basis. Additionally, Steven P.
Oman, Esq. is a director of our company and serves as our general counsel.
Lawyers and employees of The Law Office of Steven P. Oman, P.C. and entities
controlled by lawyers at The Law Office of Steven P. Oman, P.C. may engage
in transactions in the open market or otherwise to purchase or sell our
securities from time to time.
EXPERTS
The consolidated financial statements and related financial statement schedule
incorporated in this prospectus by reference from our Annual Report on Form
10-KSB for the fiscal year ended June 30, 2002 have been audited by Semple &
Cooper, LLP, independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement on Form S-3 which was filed
with the Securities and Exchange Commission. This prospectus and any subsequent
prospectus supplements do not contain all of the information in the registration
statement. We have omitted from this prospectus some parts of the registration
statement as permitted by the rules and regulations of the SEC. In addition, we
file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any documents that we have filed
with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. The SEC also maintains an Internet
site (http://www.sec.gov) that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" information into this prospectus
and any subsequent prospectus supplements, which means that we can disclose
important information to you by referring you to another document filed
separately with the SEC. This prospectus incorporates by reference documents
which are not presented in this prospectus or delivered to you with it. The
46
information incorporated by reference is an important part of this prospectus
and any subsequent prospectus supplements. Information that we file subsequently
with the SEC, but prior to the termination of this offering, will automatically
update this prospectus and any outstanding prospectus supplements and supersede
this information. We incorporate by reference the documents listed below and
amendments to them. These documents and their amendments were previously filed
with the SEC.
The following documents filed by us with the SEC are incorporated by reference
in this prospectus:
1. Our annual report on Form 10-KSB for the fiscal year ended June 30, 2002,
including our audited consolidated financial statements for the fiscal year
ended June 30, 2002 attached thereto, filed with the SEC on September 30, 2002;
2. The description of our Class A common stock set forth in our registration
statement on Form 10/A filed with the SEC on March 27, 1981, and any subsequent
amendment or report filed for the purpose of updating this description.
3. Our quarterly report on Form 10-QSB for the quarter ended September 30, 2002,
filed with the SEC on November 14, 2002.
4. Our Proxy Statement for our Annual Meeting of Shareholders to be held on
November 22, 2002, filed with the SEC on October 16, 2002.
We also are incorporating by reference in this prospectus and any subsequent
prospectus supplements all reports and other documents that we file pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
prospectus and prior to the termination of this offering of common stock. These
reports and documents will be incorporated by reference in and considered to be
a part of this prospectus and any subsequent prospectus supplements as of the
date of filing of such reports and documents.
Upon request, whether written or oral, we will provide without charge to each
person to whom a copy of this prospectus is delivered, including any beneficial
owner, a copy of any or all of the information that has been or may be
incorporated by reference in this prospectus or any prospectus supplements but
not delivered with the prospectus or any subsequent prospectus supplements. You
should direct any requests for this information to the office of the Secretary,
at our principal executive offices, located at 15575 North 83rd Way, Suite 3,
Scottsdale, AZ 85260. The telephone number at that address is (480) 607-1010.
Any statement contained in a document which is incorporated by reference in this
prospectus or in any subsequent prospectus supplements will be modified or
superseded for purposes of this prospectus or any subsequent prospectus
supplements to the extent that a statement contained in this prospectus or
incorporated by reference in this prospectus or in any prospectus supplements or
in any document that we file after the date of this prospectus that also is
incorporated by reference in this prospectus or in any subsequent prospectus
supplements modifies or supersedes the prior statement. Any modified or
superseded statement shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus or any subsequent prospectus
supplements. Subject to the foregoing, all information appearing in this
prospectus is qualified in its entirety by the information appearing in the
documents incorporated by reference in this prospectus.
You should rely only on the information contained or incorporated by reference
in this prospectus or any applicable prospectus supplement. We have not
authorized anyone to provide you with any other information. The securities
offered in this prospectus may only be offered in states where the offer is
permitted, and we and the selling stockholders are not making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus or any applicable prospectus supplement
is accurate as of any date other than the dates on the front of these documents.
47