AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1997
REGISTRATION NO. 333-25307As filed with the Securities and Exchange Commission on February 15, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
Amendment No. 1 to--------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------
INFINITE MACHINES CORP.GROUP, INC.
----------------------------------
(Exact Namename of Registrant as
Specifiedspecified in Its Charter)its charter)
Delaware 3690 52-1490422
- --------------------- ---------------------------------- ------------------
(State or Other Jurisdictionother (Primary Standard Industrial (I.R.S. Employer
jurisdiction of IncorporationClassification Code Identification No.)
incorporation or Identification
Organization) Number)
300 Metro Center Boulevardorganization)
----------------------------
2364 Post Road
Warwick, Rhode IslandRI 02886
(401) 737-7900738-5777
----------------------------------------
(Address, Including Zip Code,including zip code, and
Telephone Number,
Including Area Code,telephone number, including area code,
of Registrant's Executive Offices)
-----------------------------executive offices)
----------------------------
Clifford G. Brockmyre, President
300 Metro Center BoulevardII, CEO
2364 Post Road
Warwick, Rhode IslandRI 02886
(401) 737-7900738-5777
----------------------------------------
(Name, Address, Including Zip Code,address, including zip code,
and Telephone Number, Including Area
Code,telephone number, including area
code, of Agentagent for Service) Please
send copies of all correspondenceservice)
--------------------------
Copies to:
Kenneth S. Rose, Esq.
Morse, Zelnick, Rose & Lander, LLP
450 Park Avenue
New York, New York 10022-2605
Telephone No.10022
(212) 838-5030
Fax No. (212) 838-9190
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Approximate date of commencement of proposed sale to the public: As soon
as practicable after thethis Registration Statement becomes effective.
--------------------
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following boxbox. |_|.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act") other than securities offered only in
connection with dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
|X|.
2and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
-----------------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
Title of Each Amount to be Proposed Proposed Amount of
Class of Securities Registered Maximum Maximum Registration Fee
to be Registered Offering Price Per Aggregate Offering
Share (1) Price (1)
- -------------------------------------------------------------------------------------------------------------------
Common Stock
$.001 par value 842,474 shares(2) $1.9375 $1,632,293 $494.63
- -------------------------------------------------------------------------------------------------------------------
================================================================================
Proposed
Title of Each Class Amount Maximum Proposed Maximum Amount of
of Securities to be to be Offering Aggregate Offering Registration
Registered Registered Price(1) Price(1) Fee
- --------------------------------------------------------------------------------
Common stock,
$0.001 par value
per share..........442,200(2) $3.00 (3) $1,326,600.00 $331.65
- --------------------------------------------------------------------------------
Common stock,
$0.001 par value
per share
underlying
warrants........... 4,300 $3.95 (4) $ 16,986.00 $ 4.25
- --------------------------------------------------------------------------------
Total................446,500 $1,343,586.00 $335.90
================================================================================
- -----------------------------
(1) EstimatedThe proposed maximum offering price is estimated solely for the purposes
of calculating the registration fee pursuant to Rule 457. Pursuant to Rule 457(c), based upon the average
of the high and low sales prices of the Common Stock on the NASDAQ
Small-Cap System on June 30, 1997 of $1.9375.
(2) Represents shares of Common Stock issuable upon conversion of
outstanding Convertible Notes. Pursuant to Rule 416 of the Securities
Act, there are also being registered hereby such additional
indeterminate number of shares of Common Stock as may become issuable
upon conversion or otherwise in respect of the Convertible Notes.
457(g)(3) $419.10 was paid with the previous filing. The balance is being paid
herewith.
================================================================================
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933.
(2) Includes 150,000 shares of common stock to be issued upon exercise of
common stock purchase warrants.
(3) The last reported sales price of the registrant's common stock as reported
on the Nasdaq SmallCap Market System on February 14, 2001.
(4) The exercise price of the warrants.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 as amended, or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
SectionOR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
The information in this prospectus is not complete and may determine.
================================================================================
3
be changed.
These securities may not be sold until the registration statement of which this
prospectus is a part filed with the Securities and Exchange Commission is
declared effective. This prospectus is not an offer to sell these securities and
it is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
PROSPECTUS
SUBJECT TO COMPLETION
DATED JULY 2, 1997
PROSPECTUS
842,474 SHARES OF COMMON STOCK, $.001 PAR VALUEFEBRUARY 15, 2001
446,500 Shares
Common Stock
INFINITE MACHINES CORP.
This Prospectus relatesGROUP, INC.
[LOGO]
The selling stockholders identified in this prospectus are offering to
842,474sell up to 446,500 shares (the "Shares") of our common stock, $.001 par value per share, (the "Common Stock") of Infinite Machines
Corp., Inc., a Delaware corporation (the "Company"), which may be offered from
time to time by and for the account of certain shareholders (the "Selling
Securityholders") of the Company. The Sharesstock. Of this amount, 154,300 shares
are covered by this Prospectuswarrants held by selling stockholders that have not yet been
exercised and 31,250 shares are issuable upon conversion of currently outstanding Convertible Notes of the
Company (the "Debentures").
The Shares offered by this Prospectus may be sold from time to time by
the Selling Securityholders, provided a current registration statement with
respect to such securities is then in effect. The number of shares being offered
hereby that are issuable upon conversion of the Debentures, is presently
indeterminable. For the purposes of this Prospectus, the number of Shares
included with respect to the Debentures is based upon the conversion rate in
effectselling stockholder on the date of this Prospectus. However, the Registration Statement of
which this Prospectus is a part, covers such indeterminable number of Shares as
may become issuable upon exercise of the Debentures. See "Description of
Securities" and "Plan of Distribution."
The distribution of the Shares offered hereby by the Selling
Securityholders may be effected in one or more transactions that may take place
on the over-the-counter market, including ordinary broker's transactions,
privately-negotiated transactions or through sales to one or more dealers for
resale of such securities as principals, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or negotiated
prices. Usual and customary or specifically negotiated brokerage fees or
commissions may be paid by the Selling Securityholders.
The Selling Securityholders and intermediaries through whom such
securities are sold may be deemed "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act") with respect to the
securities offered, and any profits realized or commissions received may be
deemed underwriting compensation.
The CompanyMay 26,
2001.
We will not receive any of the proceeds from the sale of the
securitiesthese shares. The
shares are being registered for resale by the Selling Securityholders. Expensesselling stockholders.
Our common stock is quoted on the Nasdaq SmallCap Market under the symbol
"IMCI." The last reported sale price of this offering, other than
fees and expensesour common stock on the Nasdaq SmallCap
Market on ____________, 2001 was $_________ per share.
Investing in our common stock involves a high degree of counsel to the Selling Securityholders, will be paid by the
Company. See "Plan of Distribution."
---------------------------------
THE SHARES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND INVOLVE A HIGH
DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY INVESTORS WHO CANNOT
AFFORD THE ENTIRE LOSS OF THEIR INVESTMENT.risk. See "Risk
Factors" starting atbeginning on page 9.
----------------------------------
4
The Shares are traded over-the-counter and are quoted through the
National Association of Securities Dealers Automated Quotation System ("NASDAQ")
on the Small Cap Market System under the symbols "IMCI". On June 30, 1997 the
last sales price of the Shares on the NASDAQ Small Cap System was $1-15/16.
--------------------------------------
The Selling Shareholders and any broker/dealers, agents or underwriters
that participate with the Selling Shareholders in the distribution of the shares
may be deemed to be "underwriters" within the meaning of Section 2(ii) of11.
Neither the Securities Actand Exchange Commission nor any state securities
commission has approved or disapproved of 1933 as amended (the "Securities Act") and any commissions
received by them and any profit onthese securities or determined if this
prospectus is accurate or complete. Any representation to the resale of the Shares purchased by them
may be deemed to be underwriting commissions or discounts under the Securities
Act.
------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.contrary is a
criminal offense.
The date of this Prospectusprospectus is July __, 1997.
5_________________, 2001
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANYTABLE OF CONTENTS
Page
Where You Can Find More Information..........................................3
Reports to Security Holders..................................................3
Incorporation of Certain Documents by Reference..............................3
Special Note Regarding Forward-Looking Statements............................4
The Company..................................................................5
Risk Factors................................................................11
Use of Proceeds.............................................................18
Selling Stockholders........................................................19
Plan of Distribution........................................................20
Legal Matters...............................................................21
Experts.....................................................................21
----------------------------
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
any other information. We 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 is accurate as of any date other than the date on
the front cover.
References in this prospectus, and the documents incorporated by reference
in this prospectus, to "Infinite," "we," "our," and "us" refer to Infinite
Group, Inc., a Delaware corporation. We maintain web sites at
www.infinite-group.com, www.laserfare.com, www.infinitephotonics.com,
www.expresspattern.com and www.expresstool.com. None of the information
contained in any of our web sites constitute part of this prospectus.
We own various intellectual property rights to our name and the names of
our subsidiaries, as well as the Infinite Group logo. This prospectus also
contains trademarks and tradenames belonging to other persons.
WHERE YOU CAN FIND MORE INFORMATION
OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR BY ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY THE SHARES TO ANY PERSON OR BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION MAY NOT LAWFULLY BE MADE.
AVAILABLE INFORMATION
The Company is subjectWe are required to comply with the informational and reporting
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, filesamended. As required by
that statute, we have filed various reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). SuchCommission. You may inspect these
reports, proxy statements and other information filed with the Commission by the Company may be
inspected and copied at the public reference
facilities maintained byof the Securities and Exchange Commission at its principal offices at
Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the Commission'sits regional offices located at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511, and 7 World Trade Center, Suite 1300, New York, New York
10048. CopiesYou can get copies of these materials can also be obtained at prescribed rates from the
Public Reference Section of the Commission at its principal offices in
Washington, D.C., set forth above. The Commission also maintains a Website
(http://www.sec.gov) that contains reports, proxy and information statements and other
information from these offices by paying the required fees. Please call the
Securities and Exchange Commission at (800) SEC-0330 for further information
regarding the Company. Additionaloperation of its public reference room. These reports, proxy
statements and other information with respect to
this offering maycan also be provided inaccessed over the futureInternet at the
web site maintained by means of supplements or
"stickers" to the Prospectus.
The Company hasSecurities and Exchange Commission at
http://www.sec.gov.
We have filed a Registration Statementregistration statement on Form S-3 (including
all amendmentswith the Securities and
supplements thereto, the "Registration Statement") with theExchange Commission under the Securities Act with respect toregarding the Shares offered hereby.shares of our common
stock covered by this prospectus. This Prospectus,prospectus, which forms a part of the Registration Statement,that
registration statement, does not contain all of the information set forthincluded in the Registration Statementthat
registration statement and the
Exhibits filed therewith, certain parts of which have been omitted in accordance
with the rules and regulations of the Commission.its accompanying exhibits. Statements contained herein
concerningin
this prospectus regarding the provisionscontents of such documentsany document are not necessarily
complete and are qualified in each instance, reference is madetheir entirety by that reference. You should refer
to the Registration Statement or to the copy of
suchactual document filed as an Exhibit to the Registration Statement or otherwise filed with the Securities and Exchange Commission.
Each such statement is qualified in its entirety by
such reference. Copies ofREPORTS TO SECURITY HOLDERS
We furnish our stockholders with annual reports containing audited
financial statements. In addition, we are required to file reports on Forms
8-KSB, 10-QSB and 10-KSB with the Registration StatementSecurities and the Exhibits thereto
can be obtained upon payment of a fee prescribed by the Commission or may be
inspected free of charge at the public reference facilities and regional offices
referred to above.
6
Exchange Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Companyus with the Securities and Exchange
Commission are incorporated in this Prospectusprospectus by reference:
(1) the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,
1996, as amended on Form
10-KSB/A, filed pursuant to Section 13 of the Exchange Act,1999;
(2) the Company's Quarterly Report on Form 10-QSB for the quarterquarters ended March 31,
1997, filed
pursuant to Section 13 of the Exchange Act,June 30 and September 30, 2000;
(3) the Company's Proxy Statement
dated November 13, 1996 for the 1996 Annual Meeting of Stockholders of the
Company filed pursuant to Section 14 of the Exchange Act, (4) the Company'sCurrent Report ofon Form 8-K, dated August 26, 1996, as amended, filed pursuant to the
Exchange ActJanuary 10, 2001;
(4) Definitive proxy statement dated February __, 2001; and
(5) the description of the Company's Shares contained in its Registration Statement on Form 8-A, filed pursuant toSeptember 23, 1993.
Each document filed after the Exchange Act.
All documents filed by the Company pursuant todate of this prospectus under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act afterbut before this offering
terminates is incorporated in this prospectus by reference and is to be treated
as part of this prospectus as of the date of this Prospectus and prior to the
termination of the offering of the Shares, shall be deemed to be incorporated by
reference herein and to be part hereof from the respective dates of the filing
of such documents.it is filed. Any statement contained
in a document incorporated or deemed to be incorporated in this prospectus by
reference herein shall be deemed to beis modified or superseded
for purposes of this Prospectus and the Registration Statement of which it is a
part to the extent that a statement contained hereinin
this prospectus or in any other subsequently filed document which alsothat is or is deemed to be incorporated
in this prospectus by reference herein, modifies or supersedes suchthat statement.
Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,We will provide, without charge, each person to constitutewhom a partcopy of this
Prospectus or the Registration Statement of which
itprospectus is a part.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the written or
verbal request of such person, a copy of any document incorporated by reference in
this prospectus (other than exhibits, unless those exhibits are specifically
incorporated by reference in those documents) if it is requested. Requests
should
3
be directed to Infinite Group, Inc., 2364 Post Road, Warwick, Rhode island
02886, Attention: Clifford G. Brockmyre II, President and Chief Executive
Officer.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE OF SHARES OF OUR COMMON STOCK
COVERED BY THIS PROSPECTUS SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS SINCE THE DATE OF THIS
PROSPECTUS OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED
SECURITIES TO WHICH IT RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY CIRCUMSTANCES IN
WHICH THE OFFER OR SOLICITATION IS UNLAWFUL.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference in this
prospectus contain forward-looking statements that involve substantial risks and
uncertainties. You can identify these statements by forward-looking words such
as "anticipate," "believe," "could," "estimate," "expect," "intend," "may,"
"should," "will" and "would" or similar words. You should read statements that
contain these words carefully because they discuss our future expectations,
contain projections of our future results of operations or of our financial
position or state other "forward-looking" information. We believe that it is
important to communicate our future expectations to our stockholders. However,
there may be events in the future that we are not able to accurately predict or
control. The factors listed below in the section captioned "Risk Factors," as
well as any cautionary language in this prospectus, provide examples of risks,
uncertainties and events that may cause our actual results to differ materially
from the expectations we describe in our forward-looking statements. Before you
invest in our common stock, you should be aware that the occurrence of the
events described in these risk factors and elsewhere in this prospectus could
have a material adverse effect on our business, results of operations, financial
position and the price of our common stock.
4
THE COMPANY
Our business has two segments, the Laser and Photonics Group and the
Plastics Group. We sell products and services in the fields of material
processing, advanced manufacturing methods, high productivity production mold
building and laser-application technology. Our Laser and Photonics Group
provides comprehensive laser-based materials and processing services. Our
Plastics Group provides rapid prototyping services and proprietary mold building
services.
The Laser and Photonics Group
We are a leading provider of applied photonics. Specifically, we provide
high value, laser-based manufacturing services to industrial customers. We use
laser driven technologies that enable cost effective component fabrication for
customers in the aerospace, defense, medical, telecommunications and sensing
industries. Through industry and government funded research, we have developed
proprietary manufacturing techniques that, we believe, have established us as a
valued supplier of engineered components. These skill sets range from classical
laser materials processing to state of the art injection molding tooling
technology.
Photonics is the science of generating and harnessing light to do useful
work. Lasers and fiber optics are the best known expressions of photonics
technology. According to Lucent Technologies' Vision Statement: "Optical
technology will be as important to the 21st Century as electricity was to the
20th Century."
Photonic technologies use light to:
o deposit materials;
o detect, transmit, store and process information;
o generate energy; and
o capture and display images.
The basic unit of light is the photon, while in electronics it is the
electron. Because photons are massless and travel faster than electrons,
photonic devices can be smaller and significantly faster than electronic
devices. For example, replacing electronics (copper wire) with photonics (fiber
optic cable) boosts the capacity of telecommunications transmission lines by a
factor of 10,000.
Photonic components are the "enabling technology" in many familiar
consumer products including CD-ROM players, digital cameras, displays on laptop
computers and calculators, fiber optic cable for telephones, cable television,
and networked computer systems. In industry, photonics "eyes" enable robots to
"see." Photonics is also found in semiconductor manufacturing as well as
analytical and process-monitoring applications. In medicine, photonics is at the
core of diagnostic instrumentation, laser microsurgery, and filmless real-time
imaging.
Our Evolution in Applied Photonics
Since their invention in the early 1960's, lasers have played an
increasingly important role in manufacturing through processes including
welding, cutting, drilling, and engraving. Laser Fare, one of our subsidiaries,
was formed in 1978 to provide these services and has established itself as a
leading provider in that area. One of our founders was the immediate past
president of the Laser Institute of America, a not-for-profit trade group
representing the photonics industry.
5
In the last several years improvements in laser performance and new
adaptations of their use have enabled the development of a number of new
manufacturing processes. These processes not only provide significant
improvements over older generation laser processes, but permit the manufacture
of products that previously could not be produced on a cost-effective basis.
Through our Laser Fare Advanced Technology Group ("ATG"), the research and
development unit within Laser Fare, we have played a key role in developing
several laser processes and, as a result, have developed a portfolio of
intellectual property rights. We are focusing our future business development
efforts and our future growth in these new areas.
Our Strategic Alliance Partners and Consortia
As a result of our expertise in the field of applied photonics, we have
established strategic alliances with a number of private sector companies,
academic institutions and public/private consortia. For example, our expertise
in the area of direct write and grating coupled surface emitting lasers
("GCSEL") has made possible our alliances with Cutting Edge Optronics, Inc.,
Triton Systems Inc. and the University of Connecticut. We are also a member of
the LENS(R) CRADA (Laser Engineered Net Shaping -- Cooperative Research and
Development Agreement) at Sandia National Laboratories. Other members of LENS(R)
CRADA include Ford Motor, Motorola, Lockheed Martin, and others. In addition, we
serve on three DARPA MICE (Defense Advanced Research Projects Agency -Mesoscopic
Integrated Conformal Electronics) teams along with Optomec, CMS Technetronics
and the State University of New York at Stonybrook. Substantially all of our
research and development is funded by third parties. We believe this strategy
provides us with a built-in customer base and market. Generally, we retain the
rights to intellectual property developed in our fields of use.
Our Services
We use lasers to either subtract metals from a block of metal (known as,
precision laser materials processing) or to add or deposit metals (known as
laser material deposition processing). The subtractive process uses lasers to
cut away, drill or weld metals to form a part. The additive process uses lasers
to add or build metals on to a surface. Both processes can be used for a wide
variety of commercial applications, including:
o Large parts ("macroscale"), such as jet engine components;
o Handheld parts ("mesoscale"), such as GPS (global positioning
system) antennas and sensors;
o Barely visible or not visible to the human eye size parts
("microscale"), such as medical stents used in angioplasty, gratings
for tunable lasers in telecommunications, and circuitry for next
generation electronics, sensors and medical devices.
Our services can be grouped into three major categories:
1. Precision Laser Materials Processing. Improved performance of lasers
has allowed classic laser materials processing, such as cutting and
welding, to be done at the micro-level. For example, through our
Laser Fare and Mound Laser and Photonics Center, another of our
subsidiaries, we believe we have superior technological capabilities
in this area. Current applications include:
Micro Machining -- Both Laser Fare and Mound provide laser machining
on a micro scale. For example, we currently manufacture
medical devices, such as stents. Stents are sections of small
stainless steel tubing, most of which have been
6
machined away to leave a mesh which can be expanded once the
surgeon has inserted it into an artery. The stent is used to
hold open an artery once an angiogram has been performed.
Macro Machining -- Laser Fare is a leading provider of laser
material processing services to the aerospace, gas turbine,
automotive, and medical industries.
2. Laser Material Deposition Processing. LENS(R) CRADA has developed a
number of methods, many with our involvement, to deposit controlled
amounts of a metal material on a selected surface. Our Laser Fare,
Mound Laser and Photonics Center and Express Pattern subsidiaries
have developed and continue to develop high value manufacturing
services in this area. Examples of laser material deposition
processes, or additive processes, include:
LENS Process -- The LENS(R) CRADA process was developed at Sandia
National Laboratories by a consortium of companies of which we
are a part. As a result, we have an irrevocable, fully-paid
nonexclusive, world-wide license for the technology developed
under this program. Laser Fare has entered into contracts for
macro applications relating to this process. These
applications include depositing metals for the overhaul and
repair of military and high value commercial parts, such as
aerospace parts. We have also begun building mesoscale parts
for such diverse applications as titanium golf club heads and
titanium spinal medical devices. Micro applications include
small fractal antenna fabricated using silver alloys for
handheld GPS (global positioning systems), and other wireless
applications.
Furthermore, the design, manufacture and marketing of wireless
devices is standardized under industry conventions, known as
the Bluetooth conventions, in a manner similar to those set
for traditional telecommunications applications under the
Bellcore standards. We expect to be able to deploy laser
direct write technologies to address wireless components.
Pulsed Laser Deposition -- This is a proprietary process developed
by Mound Laser and Photonics Center to bond one metal to a
different metal using lasers. For example, we can bond very
thin layers of titanium to other metals for high temperature
superconductors (HTS) used in satellite electronics and other
applications.
Rapid Prototyping -- Express Pattern and ATG use a variety of
additive techniques to provide rapid prototyping services to
industrial customers. These services enable customers to
reduce risk in product development by providing fast, low cost
prototypes that allow designs to be tested before large
investments in tooling are made.
3. Laser-related Contract Research and Development. We continue
research and development in both additive and subtractive laser
material processes, as well as GCSEL and diode lasers. We are both a
prime contractor and subcontractor to several projects sponsored by
DARPA. We are subcontractors on three of DARPA's MICE programs.
Other projects include acoustic bandgap research for the U.S. Naval
Underwater Warfare Center ("NUWC") and Electric Boat, as well as
photonic bandgap and high temperature superconductor ("HTS")
research for the U.S. Air Force Research Laboratory ("AFRL").
7
We also have an agreement with the National Center for Manufacturing
Sciences to provide higher quality metal part repairs at a lower
cost than traditional methods under NCMS's Commercial Technologies
for Maintenance Activities Program. This program enables the
cost-effective repair of parts that previously would have been
discarded at significant cost to military and commercial users. NCMS
is a not-for-profit cooperative research consortium and is funded by
the Department of Defense as well as over 175 corporations in the
United States and Canada.
We are also working with researchers at the Photonics Research
Center at the University of Connecticut and at the Ioffe Institute
in St. Petersburg, Russia on grating coupled surface emitting
lasers. The AFRL funds this work.
We intend to continue to use a combination of direct sales to customers,
contract research and development for new and existing customer applications and
early stage prototype assistance to foster our growth and satisfy specific
customer requirements. We will continue to provide these customers with
traditional and advanced manufacturing services to fabricate their components in
the most cost-effective manner.
The Plastics Group
Our Plastics Group provides rapid prototyping services through our Express
Pattern subsidiary, and builds both conventional precision molds and our
proprietary Express Tool molds at our Osley & Whitney subsidiary. We believe the
Express Tool process provides superior thermal management properties over
conventional tooling. Better thermal management allows parts to be ejected from
the molds more quickly than by conventional means, which reduces part distortion
and the cost per part. The process resulted from a research contract in advanced
manufacturing methods at our Laser Fare ATG research facility conducted for
Hasbro. Hasbro retains the rights to the process for the toy and game industry.
We have the intellectual property rights in other fields of use. Once in
production, the process was moved to Osley & Whitney in order to service our
customers. Osley & Whitney is a 50 year-old precision mold builder that services
a blue ribbon list of manufacturers. In addition to their customers, they also
provide manufacturing support to some Laser and Photonic Group customers.
Recent Developments -- Equity Line of Credit
On November 20, 2000 we entered into an equity line of credit agreement
with Cockfield Holdings Limited. The purpose of the equity line of credit is to
provide us with a source of funding for our current activities and for the
development of our current and planned products. The equity line of credit
agreement establishes what is sometimes referred to as an equity drawdown
facility.
Under the equity line of credit agreement, Cockfield has agreed to
purchase up to 3,000,000 shares of our common stock during the 36-month period
beginning February 9, 2001. During this 36-month period, we may request a
drawdown under the equity line of credit by selling shares of our common stock
to Cockfield. The minimum amount we can draw down at any one time is $200,000.
The maximum amount we can draw down at any one time will be determined at the
time of the drawdown request under a formula, but cannot be more than
$5,000,000. We may request a drawdown once every 20 trading days, although we
are under no obligation to request any drawdowns.
In order to exercise our drawdown rights under the equity line of credit
agreement, we must have an effective registration statement on file with the
Securities and Exchange Commission registering the resale of the shares of our
common stock that may be sold to Cockfield under the equity line of credit
agreement. We must also give at least 20 business days advance notice to
Cockfield of the date on which
8
we intend to exercise a particular put right and we must indicate the maximum
number of shares of our common stock that we intend to sell to Cockfield. At our
option, we may also designate a maximum dollar amount of our common stock that
we will sell under the put and/or a minimum purchase price per share at which
Cockfield may purchase shares under the put. The maximum amount may not to
exceed the lesser of a) $5,000,000 or b) fifteen percent (15%) of the weighted
average price of our common stock during the 20 trading days immediately prior
to the put date, multiplied by the total trading volume of our common stock
during the 20 trading days immediately prior to that date.
During the 20 trading days following a drawdown request, we will calculate
the number of shares we will sell to Cockfield and the price per share. The
purchase price per share of common stock will be at a discount to the daily
volume weighted average price of our common stock during the 20 trading days
immediately following the drawdown date. On each of the 20 trading days during
the calculation period, the number of shares to be purchased by Cockfield will
be determined by dividing 1/20th of the drawdown amount by the purchase price on
each trading day. If we designate a minimum purchase price in our drawdown
request and the daily volume weighted average price for our common stock on any
trading day during the 20 trading day calculation period is below the minimum
threshold price, and Cockfield elects not to purchase shares at the minimum
threshold price, then the drawdown amount will be reduced by 1/20th.
For each share of our common stock, Cockfield will pay us 87.5% of the
volume weighted market price for a share of our common stock during the 20-day
trading period following the exercise of a put. The percentage will increase to
90% if we move our principal market to the Nasdaq National Market or to 91% if
we move our principal market to the New York Stock Exchange. It will decrease to
84% if our common stock is delisted from the Nasdaq SmallCap Market. Market
price is defined as the volume weighted average price for our common stock (as
reported by Bloomberg Financial LP using its VAP function) on its principal
market during the pricing period. The pricing period is defined as the 20 day
trading period immediately prior to the day we exercise our put right.
Cockfield will pay for the shares on the 22nd trading day following the
drawdown request. We will receive the purchase price less a brokerage fee
payable to Jesup & Lamont ranging between 4.25% and 4.75% of the aggregate
purchase price, depending on the dollar volume of the transaction. Jesup &
Lamont is the placement agent that introduced Cockfield to us and is a
registered broker-dealer.
At the closing of each drawdown, we will also grant Cockfield warrants to
purchase a number of shares of our common stock equal to 33% of the number of
shares purchased by Cockfield at the closing of the drawdown. These unit
warrants will expire one day after they are granted and will have an exercise
price equal to the weighted average of the purchase price of a share of our
common stock purchased at the closing of each drawdown. The 3,000,000 shares of
common stock available under the equity line of credit will be reduced by the
number of shares issued as a result of the exercise of these unit warrants.
The equity line of credit agreement prevents us from drawing down funds
and issuing the corresponding shares of common stock to Cockfield if the
issuance would result in Cockfield beneficially owning more than 9.9% of our
then outstanding shares of common stock. In addition, the listing requirements
of the Nasdaq SmallCap Market prohibit us from issuing 20% or more of our issued
and outstanding shares of common stock in a single transaction at a price less
than the greater of market value or book value unless we get stockholder
approval. Accordingly, we intend to seek stockholder approval to issue the
shares of our common stock contemplated by the equity line of credit agreement.
As consideration for establishing the equity line of credit, we granted
Cockfield warrants to purchase up to 200,000 shares of our common stock. As
consideration for the services rendered by Jesup & Lamont as placement agent in
connection with the equity line of credit, we granted Jesup & Lamont
9
warrants to purchase up to 100,000 shares of our common stock. These warrants,
covering 300,000 shares of our common stock, are exercisable at any time prior
to November 20, 2003, for $3.135 per share. If the 300,000 warrants are
exercised in full, we would receive gross proceeds of $940,500. Neither
Cockfield nor Jesup & Lamont are obligated to exercise these warrants.
The 3,000,000 shares of our common stock issuable to Cockfield under the
equity line of credit agreement and the 300,000 shares of our common stock
underlying the warrants that were granted to Cockfield and Jesup & Lamont are
covered by a registration statement filed under the Securities Act of 1933 and
may be offered for sale from time to time during the period the registration
statement remains effective. The number of shares covered by that registration
statement represents 95% of our issued and outstanding common stock as of
February 1, 2001. We are obligated to prepare and file amendments and
supplements to that registration statement as are necessary to maintain its
effectiveness until all of those shares are sold or until they can be sold under
an appropriate exemption from registration, whichever is earlier. We agreed to
bear the expenses of registering those shares, including our legal fees, but not
the expenses associated with selling the shares, such as broker discounts and
commissions.
Recent Developments -- New Chief Operating Officer
In October 2000, Thomas Mueller was appointed our chief operating officer
to become effective January 1, 2001. Prior to this appointment, Mr. Mueller was
the president of our Express Pattern subsidiary.
Recent Developments -- Acquisition of MetaTek, Inc.
On December 29, 2000, we acquired all of the documentsoutstanding shares of
MetaTek, Inc. in exchange for 76,000 unregistered shares of our common stock in
a transaction that will be accounted for as a pooling of interest. MetaTek is an
Albuquerque, New Mexico based consulting firm specializing in market strategy
and applications for granting coupled surface emitting lasers, and international
applications under Bluetooth wireless conventions. MetaTek's unaudited revenues
for the year ended December 31, 2000 were approximately $345,000.
- --------------------------------------------------------------------------------
We were incorporated herein by reference, other than exhibits to such documents.
Requests should be addressed to: Secretary, Infinite Machines Corp., 300 Metro
Center Boulevard, Warwick, Rhode Island 02886; telephone number (401) 737-7900.
7
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by reference to the more
detailed information appearing elsewhere in this Prospectus and incorporated
herein by reference. Except as otherwise specified, all information in this
Prospectus assumes no conversion of the Debentures. Investors should carefully
consider the information set forth under "Risk Factors" prior to making an
investment in the Common Stock offered hereby.
THE COMPANY
The Company was organized pursuant to the laws of the Statestate of Delaware on October
14, 1986. ItsOn January 7, 1998, we changed our name from Infinite Machines Corp.
to Infinite Group, Inc. Our principal executive offices are located 300 Metro Center
Boulevard,at 2364 Post
Road, Warwick, Rhode Island 02886; telephone numberRI 02886 and its telephoneour facsimile number is (401) 737-7900.
THE OFFERING
Securities offered hereby(1)................................842,474 shares.
Common Stock outstanding after738-6180. Our
subsidiaries are located in Rhode Island, Massachusetts, New Mexico, Ohio and
Illinois. We maintain sites on the world wide web at www.infinite-group.com,
www.laserfare.com, www.infinitephotonics.com, www.expresstool.com and
www.expresspattern.com. Information contained on any of our websites does not
constitute a part of this Offering(1).............10,272,215 shares.
NASDAQ Symbol...............................................IMCI
Useprospectus.
- --------------------------------------------------------------------------------
10
RISK FACTORS
A purchase of Proceeds ............................................None of the
proceeds from the
sale of Common
Stock offered
hereby will be
received by the
Company.
Risk Factors..................................................An investment in
the Securities
offered herebyour common stock is speculative and involves a high degree
of risk. This Prospectus
contains
forward-looking
information which
involves risk and
uncertainties. The
Company's actual
results could
differ materially
from those
anticipated by
such
forward-looking
information as a
result of various
factors, including
those discussed
under "Risk
Factors" in this
Prospectus. See
"Risk Factors."
- ----------
(1) Includes 842,474 shares issuable upon conversion of outstanding Debentures
(at the conversion rate which would be applicable if the Debentures were
converted on July 1, 1997.
8
RISK FACTORS
An investment in the securities offered hereby is highly speculative
and subject to a high degree of risk and only those who can bear the risk of the
entire loss of their investment should participate. Prospective investorsYou should carefully consider the risks described below together with
all of the other information included or incorporated by reference in this
prospectus before making an investment decision. The risks and uncertainties
described below are not the only ones we face. If any of the following factors,risks
actually occur, our business, financial condition or operating results could be
harmed. In such case, the trading price of our common stock could decline and
you could lose all or part of your investment.
We have experienced losses in analyzing this offering.
Accumulated Deficit; Working Capital Deficit; Independent Auditor's Report
Comments Regarding Company's Abilitythe current and prior years and we anticipate that
we will continue to Continue as a Going Concern; Need For
Additional Financing
At March 31, 1997,generate losses for the Companyforeseeable future.
Our operations to date have not been profitable. As of September 30, 2000
we had an accumulated deficit of $12,192,235. The Company also experienced approximately $861,474 and $3.3
million, respectively, of$19.5 million. We expect to continue operating
lossesat a loss during the quarter ended March 31,
1997current fiscal year and for the foreseeable future. These
losses are primarily attributable to low margins in our injection molding and
laser processing businesses and the year ended December 31, 1996. No assurance cansignificant costs and expenses associated
with manufacturing and marketing many of our other laser technology services as
well as our general and administrative expenses. Other factors that could
adversely affect our operating results include:
o the cost of manufacturing scale-up and production;
o introduction of new products and product enhancements by us or our
competitors;
o changes in applied photonics technologies; and
o changes in general economic conditions.
We cannot assure you that our revenues will increase sufficiently to offset our
operating costs or that, even if they do, that our operations will ever be
givenprofitable.
We are highly leveraged, which increases our operating deficit and makes it
difficult for us to grow.
As of September 30, 2000 we had current liabilities, including trade
payables, of $4.0 million, and long-term liabilities of $5.2 million and a
working capital deficit of $1.3 million. We continue to experience working
capital shortages that the
Company will notmaterially impair our business operations and growth
strategy. If we continue to incur operating losses. Further,debt and experience working capital
limitations, our business, operations and financial condition will be materially
adversely affected.
We depend on Cockfield to provide us with capital under the reportequity line of
the
Company's independent auditors in connection with the Company's consolidated
financial statements at December 31, 1996 contains an explanatory paragraph as
to the Company'scredit agreement.
Our immediate financing needs depend on our ability to continue assell shares of our
common stock to Cockfield under the equity line of credit agreement. There are a
going concern. Among thenumber of factors cited
by the independent auditors as raising substantial doubt as to the Company'sthat could adversely affect our ability to continue assell shares of our
common stock to Cockfield under the equity line of credit agreement, including:
o Cockfield's ability or willingness to perform its obligations under
the agreement;
o The trading price and volume of our stock. If the market price is
low or the volume is thin, we may not be able to sell a going concern are thatsufficient
number of shares to meet our capital requirements; and
11
o Our ability to sell more than 19.99% of our currently outstanding
shares to Cockfield requires stockholder approval under the Company has suffered
recurring losses during the last three years aggregating to approximately
$8,250,000. There can be no assurance that the Company will ever have
significant revenues or achieve profitable operations. The Company requires
additional working capital to fund its operations and is currently exploring
opportunities to raise up to $2.5 million which it believes will fund its
working capital requirements over the next eighteen months.Nasdaq
SmallCap Market corporate governance rules. There is no assurance
that the Companywe will be successful in its capital raising efforts,
the failure of whichreceive this approval.
Our stockholders may require the Company to scale back its operations. The
Company's current working capital will, in management's belief, be adequate to
fund operations at current levels for sixty days following the date of this
Prospectus.
Financial Statement Restatements; Change in Application of Accounting Principle.
The Company has restated its financial statements for (i) each of the
years ended December 31, 1995 and 1996 in an amendment to the Company's Report
on Form 10-KSB for the year ended December 31, 1996, and (ii) each of the
quarters ended June 30, 1996 and September 30, 1996 in an amendment to the
respective Reports on Form 10-QSB. These restatements areexperience significant dilution as a result of stock
issuances under the equity line of credit agreement.
Under the equity line of credit agreement we will sell shares of our
common stock to Cockfield at a price that may be below the market price of our
stock at that time. As a result, these sales will dilute the interests of our
existing stockholders. In addition, as the price of our common stock decreases,
we will be required to issue more shares of our common stock for any given
dollar amount invested by Cockfield. The more shares that are issued under the
equity line of credit, the more our shares will be diluted and the more our
stock price may decrease. This may encourage short sales, which could place
further downward pressure on the price of our common stock. Furthermore, for the
life of any outstanding options and warrants, the holders will have the
opportunity to profit from a rise in the price of the underlying common stock.
When the holders of these options and warrants exercise their rights to acquire
shares of our common stock, the interests of the other stockholders will be
diluted. In addition, the holders of the options and warrants can be expected to
exercise their options and warrants at a time when we would, in all likelihood,
be able to obtain additional capital by an offering of our unissued common stock
on terms more favorable to us than those provided by such options or warrants.
We may require additional financing in the future, which may not be available on
acceptable terms.
Depending on the amount of money we raise under the equity line of credit
agreement with Cockfield and our ability to generate additional revenues, we may
require additional funds to expand our production capability, continue to
develop new position recently adopted byapplications for our direct write technology and for working capital
and general corporate purposes. At this time, we do not believe that product
sales will reach the Securitieslevel required to sustain our operations and Exchange Commission staffgrowth plans
in the near term. Therefore, we are actively pursuing additional financing
alternatives. However, other than the equity line of credit with Cockfield, we
do not have any commitments for additional financing and we cannot assure you
that any additional financing will be available or, if available, will be
offered on accounting for convertible debt instruments which are convertibleacceptable terms. The equity line of credit agreement limits our
ability to sell our securities to third parties at a discount to market. (See "Note 18the market
price during its term. Accordingly, if we need additional capital but are unable
to Financial Statements" includeddraw down under the equity line of credit agreement for any reason, our
access to capital may be limited. In addition, any additional equity financing
may be dilutive to stockholders, and debt financings, if available, may involve
restrictive covenants that further limit our ability to make decisions that we
believe will be in Report on Form
10-KSB which is incorporated herein by reference (the "Financial Statements")).
The Company issued convertible debt instruments in each of 1995, 1996 and 1997.
(See Note 10 and 20 to the Financial Statements).our best interests. In the restatements the
Company recordedevent we cannot obtain additional
interest expensefinancing on terms acceptable to us when required, our operations will be
materially adversely affected and we will have to cease or substantially reduce
operations.
Some of $250,028our products and $1,393,555services are at an early stage of development and may
not achieve market acceptance.
Currently, our primary focus is to develop new commercial applications for
the
years ended December 31, 1995GCSEL, diode laser and 1996, respectively, and $60,222 and $1,333,333
for the quarters ended June 30, 1996 and September 30, 1996, respectively. The
Company will record additional interest expense of approximately $400,000 for
the quarter ended June 30, 1997 in connection with convertible debt instruments
previously issued. No additional interest expense will accrue thereafter in
connection with previously issued convertible instruments.
Possibility of Delays or Inability to Sell and Deliver Initial Product and
Proposed Products
The Company has been engaged in product development since its formation
in October 1986. Potential investors should be awarelaser driven direct write technologies. Many of the
problems, delays,
expensesbenefits of GCSEL, diode laser and difficulties encountered in product development, manylaser driven direct write technologies are
not widely known. Therefore, we anticipate that we will need to educate our
target markets to generate demand for our services and, as a result of whichmarket
feedback, we may be beyond the Company's control. These include, but are not limitedrequired to unanticipated problems relatingfurther refine these services. In order to
productpersuade potential customers to purchase our services, we will need to overcome
industry resistance to, and suspicion of, new technologies. In addition,
developing new applications for these technologies and other new technologies
will require significant further research, development, testing regulatory
compliance, manufacturing delays and costs, the competitive and regulatory
environment in which the Company plansmarketing
prior to operate, marketing problems and
additional costs and expensescommercialization. We cannot
12
assure you that may exceed current estimates. The Company has
been engaged primarily in research and development activities since its
inception and has not yet demonstrated that it can sell, produce and ship
products in sufficient quantity or provide services in such amounts to be
profitable. There can be no assurance that the Company's products or services
will prove to be commercially viable orcommercial applications of these technologies can be
successfully developed, marketed or that
the Company will ever achieveproduced.
Some of our current products and services have not been commercially successful.
Our laser materials processing and mold building products and services do
not generate a significant revenues.
Liquidity Problems; Additional Financing Requirements
The Company currently lacks the liquid assets to discharge its
operating expenses.amount of revenue, even though they have been
available for some time. In the past the Company has met its capital and operating
requirements through public and private salesaddition, most of equity and through borrowingsour revenue from these businesses
is generated from a shareholderlimited number of customers. We cannot assure you that these
customers will continue to purchase these products and unaffiliated lenders. The Company's continued operations
will depend upon revenues, if any, from operations and the availability of
equityservices or debt financing. The Company has no commitments for additional
financing. Further, there can be no assurance that the Companywe will
be able to generate levels of revenuesexpand the market for these products and cash flows sufficient to fund operationsservices. Our resources
available for sales and marketing activities are limited. Therefore, any
material delay, retooling, cancellation or thatreduction in orders from the
Company will be able to
9
obtain additional financing on satisfactory terms, if at all. If such be the
case the Company would be forced to curtail or even suspend its remaining
operations.
Vulnerability of Service Businesses
The Company's sole revenues are generated by thecustomers who purchase these products and services offered by
the Company's divisions, namely, laser contract material processing services and
laser consulting services. Most of these services are being rendered under
short-term contracts which can be terminated or not renewed by the party or
parties receiving the services. In addition, the business of providing services
is always subject to interruptions by external factors, such as customers
eliminating products, unavailability of materials or customers developing
internal capacity to perform specialized laser services, which can further
impair revenues. For all of these reasons there can be no assurance that the
Company's revenues from its service businesses will improve or even that its
existing revenues will be maintained.
Uncertainty of Laser Business
The Company's current laser business is subject to a number of risks
including the need for additional financing to fund acquisitions and expansion,
technical obsolescence of its processes and equipment, increased competition and
dependence upon, and need for, qualified personnel. There is no assurance that
the Company's current laser business will operate profitable in future periods.
Dependence Upon, and Need for, Key Personnel; Possible Adverse Effect if Key
Personnel Are Not Retained
The Company's success will depend, in large part, on its continued
ability to attract and retain highly qualified engineering, marketing and
business personnel. Competition for qualified personnel may be intense and the
Company will be required to compete for such personnel with companies having
substantially greater financial and other resources. The Company's inability to
attract and retain such personnel could have a material adverse
effect upon its
business. Further,affect on our business, operations and financial condition.
We have limited marketing and sales capabilities and must make sales in
fragmented markets.
Our future success depends, to a great extent, on our ability to
successfully market our products and services. We currently have limited sales
and marketing capabilities and experience and we will need to hire qualified
sales and marketing personnel, develop additional sales and marketing programs
and establish sales distribution channels in order to achieve and sustain
commercial sales of our products. Qualified sales and marketing personnel in
this area are in short supply and we cannot assure you that we will be able to
hire them. In addition, our ability to successfully market our products and
services is further complicated by the Company is dependentfact that our principal markets, laser
photonics, telecommunications, aerospace and medical components, are highly
fragmented. Consequently, we will need to identify and successfully target
particular market segments in which we believe we will have the most success.
These efforts will require a substantial, but unknown, amount of effort and
resources. We cannot assure you that any marketing and sales efforts undertaken
by us will be successful or will result in any significant product sales.
We depend on certain management personnel for
the operationaerospace, laser photonic and developmentmedical device industries, which
continually produce technologically advanced products.
A majority of its business, particularly Carle C. Conway, the
Chairman of the Board, Chief Executive Officer, and a principal beneficial
shareholder of the Company and Clifford G. Brockmyre, the President, Chief
Operating Officer and a principal beneficial shareholder of the Company.
Although the Company has obtained key man insuranceour sales are to companies in the amount of $1,000,000
onaerospace, laser photonic,
telecommunications and medical device industries, which are subject to rapid
technological change and product obsolescence. If our customers are unable to
create products that keep pace with the life of Mssrs. Conwaychanging technological environment and
Brockmyre,market demand, their products could become obsolete and the loss or a reduction in the time
devoted by Mr. Conway or Mr. Brockmyredemand for our
services could decline significantly. If we are unable to the Company's business couldoffer cost-effective,
quick-response manufacturing services to customers, demand for our services will
also decline. This would have a material adverse effectaffect on the Company's business.
Intense Competitionour business,
operations and Rapid Technological Change
The Companyfinancial condition.
Our industry is engaged in rapidly evolvingintensely competitive, which may adversely affect our operations
and highlyfinancial results.
All our markets are intensely competitive fields. Competition is intense and expectednumerous companies offer
conventional and laser driven products and services that compete with our
products and services. We anticipate that competition for our products and
services will continue to increase. Most of the companies
in competition with the Companyour competitors have substantially
greater capital resources, research and development staffs, manufacturing
capabilities, sales and marketing resources, facilities and experience in the furnishing of
services.experience. These
companies, or others, could undertake extensive research and development in
laser technology and related fields whichthat could result in technological changeschanges.
Many of these companies also are primary customers for various components, and
therefore have significant control over certain markets that we have targeted.
In addition, we may not yet adopted bybe able to offer
13
prices as low as some of our competitors because those competitors may have
lower cost structures as a result of their geographic location or the Company. There can be no assuranceservices
they provide. Our inability to provide comparable or better products and
services at a lower cost than our competitors could cause our net sales to
decline. We cannot assure you that the Company'sour competitors will not succeed in
developing technologies in these
10
fields which will enable them to offer laser
services more advanced and less costly than any offered by the Companythose we offer or which could render
the Company'sour technologies obsolete.
LackOur products and services are subject to industry standards, which increases
their cost and could delay or bar their commercial acceptance.
Since some of Patent Protection; Patent Infringement
The Company holds no patentsour products and has not filed any patent applicationsservices are used in the telecommunications
industry, they must comply with the Bellcore Testing standards for its technology traditional
equipment and/or products. The Company employs various methods, including
confidentiality agreementsBluetooth standards for wireless devices. These standards
govern the design, manufacture and marketing of these items. If we fail to
comply with employees to protect its proprietary know-how.
Such methods may not afford complete protection, however, and there can be no
assurance that these agreementsstandards, we will not be breached,able to sell our products. We may
encounter significant delays or incur additional costs in our efforts to comply
with these industry standards.
We depend on our relationship with third parties to develop and commercialize
new products.
Our strategy for research and development and for the commercialization of
our products contemplates a continuing relationship with various publicly and
privately funded consortia and our existing relationships will continue with
strategic partners, OEMs, licensees and others. We depend on these associations
and relationships not only to underwrite our research and development efforts,
but also for product testing and to create markets for our products and
services. We cannot assure you that our existing relationships will continue or
the Company would
have adequate remedies forextent to which the parties to such arrangements will continue to allocate
time of resources to these strategic alliances. Similarly, we cannot assure you
that we will be able to enter into new arrangements in the future. In addition,
we cannot assure you that such agreements will progress to a production phase
or, if production commences, that we will receive significant revenues as a
result of these relationships. We cannot assure you that these parties, or any
breachfuture partners, will perform their obligations as expected or that any revenue
will be derived from such arrangements.
We have only limited manufacturing capabilities and our inability to continually
manufacture products on a cost-effective basis would harm our business.
We have limited production facilities and limited experience in
manufacturing our product offerings. To the Company'sextent any of our existing or future
products must be produced in commercially reasonable quantities, we will have to
either develop that expertise quickly or outsource that function. Developing
manufacturing capability is an expensive and time-consuming endeavor and we do
not have the resources that are required for a full-scale manufacturing
capability. Therefore, in all likelihood we will have to engage a third party to
manufacture our products for us. In that event, we will depend on the
manufacturer to produce high-quality products based on our specifications, on
time and within budget. If we are unable to manufacture products in sufficient
quantities and in a timely manner to meet customer demand ourselves or by
others, our business, financial condition and results of operations will be
materially adversely affected.
We depend on our intellectual property rights to provide us with a competitive
advantage.
Our ability to compete successfully depends, in part, on our ability to
protect our products and technologies under United States and foreign patent
laws, to preserve trade secrets will
not otherwise become knownand other proprietary information and
technologies, and to or independently developed by competitors. If
patent applications are filed byoperate without infringing the Company, there can be no assurance that any
patents will be granted, or that if granted such patents would provide the
Company with meaningful protection from competition. In addition, there can be
no assurance that the application of the Company's technologies will not
infringe upon the patentproprietary rights of
others. We cannot assure you that patent applications relating to our products
or potential products will result in patents being issued, that any issued
patents will afford adequate protection or not be challenged,
14
invalidated, infringed or circumvented, or that any rights granted will give us
a competitive advantage. Furthermore, we cannot assure you that others have not
independently developed, or will not independently develop, similar products
and/or technologies, duplicate any of our product or technologies, or, if
patents are issued to, or licensed by, us, design around such patents. We cannot
assure you that patents owned or licensed and issued in one jurisdiction will
also be issued in any other jurisdiction. In addition, we cannot assure you that
we can adequately protect our proprietary technology and processes that we
maintain as trade secrets. If we are unable to develop and adequately protect
our proprietary technology and other assets, our business, financial condition
and results of operations will be materially adversely affected.
We depend on the continued services of our key personnel.
Our future success depends, in part, on the continuing efforts of our
senior executive officers, Clifford G. Brockmyre II, Thomas Mueller, J. Terence
Feeley and Bruce J. Garreau, who conceived our strategic plan and who are
responsible for executing that plan. The Companyloss of any of these key employees may
adversely affect our business. At this time we do not have any term "key man"
insurance on any of these executives other than a $1.7 million policy on
Clifford G. Brockmyre II. If we lose the services of any of these senior
executives, our business, operations and financial condition could be materially
adversely affected.
We may have difficulties in managing our growth.
Our future growth depends, in part, on our ability to implement and expand
our financial control systems and to expand, train and manage our employee base
and provide support to an expanded customer base. If we cannot manage growth
effectively, it could have material adverse effect on our results of operations,
business and financial condition. In 1999 we made two acquisitions and opened a
new facility in Illinois. Acquisitions and expansion involve substantial
infrastructure and working capital costs. We cannot assure you that we will be
able to integrate our acquisitions and expansions efficiently. Similarly, we
cannot assure you that we will continue to expand or that any expansion will
enhance our profitability. If we do not achieve sufficient revenue growth to
offset increased expenses associated with our expansion, our results will be
adversely affected.
We must attract, hire and retain qualified personnel.
As we continue to develop new products and as our business grows,
significant demands will be placed on our managerial, technical, financial and
other resources. One of the keys to our future success will be our ability to
attract, hire and retain highly qualified engineering, marketing, sales and
administrative personnel. Competition for qualified personnel in these areas is
intense and we will be competing for their services with companies that have
substantially greater resources than we do. We cannot assure you that we will be
able to identify, attract and retain employees with skills and experience
necessary and relevant to the future operations of our business. Our inability
to retain or attract qualified personnel in these areas could have a material
adverse effect on our business and results of operations.
We face potential product liability claims.
The sale of our telecommunications, aerospace and medical products and
services will involve the inherent risk of product liability claims by others.
We maintain product liability insurance coverage. However, we cannot assure that
the amount and scope of our existing coverage is adequate to protect us in the
event that a product liability claim is successfully asserted. Moreover, we
cannot assure you that we will continue to maintain the coverage we currently
have. Product liability insurance is expensive, subject to various coverage
exclusions and may not always be obtainable on terms acceptable to us.
15
Our stock price is volatile and could be further affected by events not within
our control.
The trading price of our common stock has not conducted any
patent searchesbeen volatile and will continue
to be subject to:
o Volatility in the trading markets generally;
o Significant fluctuations in our quarterly operating results;
o Announcements regarding our business or obtainedthe business of our
competitors;
o Changes in prices of our or our competitors' products and services;
o Changes in product mix; and
o Changes in revenue and revenue growth rates for us as a whole or for
geographic areas, and other events or factors.
Statements or changes in opinions, ratings or earnings estimates made by
brokerage firms or industry analysts relating to the markets in which we operate
or expect to operate could also have an opinionadverse effect on the market price of
patent counsel regarding its
technologies.our common stock. In addition, the stock market as a whole has from time to time
experienced extreme price and volume fluctuations which have particularly
affected the market price for the securities of many small cap companies and
which often have been unrelated to the operating performance of these companies.
The Companyprice of our common stock may be forced to expend substantial resources if it is
required to defend against any such infringement claims.
Controladversely affected by the possible issuance
of shares of our common stock under the equity line of credit agreement and as a
result of the Company
The officers, directorsexercise of outstanding warrants and principal shareholdersoptions.
In addition to the 446,500 shares of our common stock covered by this
prospectus, we have previously registered 3,300,000 shares of common stock to
the Company
control an aggregateequity line of approximately 29.7% of the Company's outstanding Shares,credit agreement and thus are effectively able to elect all of the Company's directors andshares of our common stock
reserved for issuance under our stock option plan. To date, we have granted
options covering 980,991 of these shares. In addition, we have issued warrants
covering 709,975 shares of common stock. We have agreed with certain of these
holders to controlregister the affairs of the Company.
Loss Carryforward
At December 31, 1996, the Company had approximately $3,854,000 in
available net operating losses for federal tax reporting purposes which may be
carried forward to offset future years taxable income subject to certain
limitations. Due to a greater than 50% change in stock ownership during 1993 the
utilization of net operating loss carryforward generated to the date of such
change is limited. Moreover, other shareholder changes including the possible
issuance by the Company of additional shares in one or more financings may
further limit the utilization of the operating loss carryforward.
Issuance of Preferred Stock Barriers to Takeover.
The Board of Directors may issue one or more series of Preferred Stock
without any action on the part of the stockholders of the Company, the existence
and/or terms of which may adversely affect the rights of holders of Common
Stock. Further, the issuance of Preferred Stock may be used as an
"anti-takeover" device without further action on the part of the stockholders.
Issuance of Preferred Stock, which may be accomplished through a public offering
or a private placement to parties favorable to current management, may dilute
the voting power of holders of Common Stock (such as by issuing Preferred Stock
with super voting rights) and may render more difficult the removal of current
management, even if such removal may be in the stockholders' best interest.
Absence of Dividends.
The Company does not expect to pay cash or stock dividends on its
Common Stock in the foreseeable future. To the extent the Company has earnings
in the future, it intends to retain such earnings in the business operations of
the Company.
11
Limitation on Director Liability.
As permitted by the Delaware General Corporation Law ("DGCL"), the
Company's Certificate of Incorporation limits the liability of directors to the
Company or its shareholders for monetary damages for breach of a director's
fiduciary duty, except for liability in four specific instances. These are for
(i) any breach of the director's duty of loyalty to the Company or its
shareholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law, (iii) unlawful payments of
dividends or unlawful stock purchases or redemption's as provided in Section 174
of the Delaware General Corporation Law, or (iv) any transaction from which the
director derived an improper personal benefit.underlying their warrants. As a result of the
Company'sactual or potential sale of these shares into the market, our common stock price
may decrease. In that event not only would you lose a portion of your
investment, but we would probably find it more difficult to obtain additional
financing.
Concentration of ownership
As of February 1, 2001, our chief executive officer, Clifford G. Brockmyre
II, is our largest stockholder, owning approximately 24% of our issued and
outstanding shares of our common stock. Assuming all of the shares of our common
stock covered by this prospectus are issued, Mr. Brockmyre will own 12%. In
either event, Mr. Brockmyre, as a result, effectively controls all our affairs,
including the election of directors and any proposals regarding a sale of the
Company or its assets or a merger.
Some provisions in our charter provisiondocuments and the DGCL, shareholdersbylaws may have anti-takeover
effects.
Our certificate of incorporation and bylaws contain provisions that may
make it more limited rightsdifficult for a third party to recover againstacquire us, with the result that it
may deter potential suitors. For example, our board of directors is authorized,
without action of the stockholders, to issue authorized but unissued common
stock
16
and preferred stock. The existence of undesignated preferred stock and
authorized but unissued common stock enables us to discourage or to make it more
difficult to obtain control of us by means of a merger, tender offer, proxy
contest or otherwise.
Absence of dividends to shareholders.
We have never declared a dividend on our common stock. We do not
anticipate paying dividends on the common stock in the foreseeable future. We
anticipate that earnings, if any, will be reinvested in the expansion of our
business.
We have agreed to limitations on the potential liability of our directors.
Our certificate of incorporation provides that, in general, directors will
not be personally liable for monetary damages to the company or our stockholders
for a breach of fiduciary duty. Delaware Anti-Takeover Statute; IssuanceAlthough this limitation of Preferred Stock; Barriersliability does not
affect the availability of equitable remedies such as injunctive relief or
rescission, the presence of these provisions in the certificate of incorporation
could prevent us from recovering monetary damages.
We must maintain compliance with certain criteria in order to Takeover.
The Companymaintain listing
of our shares on the Nasdaq market.
Our common stock is currently traded on the Nasdaq SmallCap Market. In
order to maintain this listing, we are required to meet certain requirements
relating to our stock price and our net tangible assets. If we fail to meet
these requirements, our stock could be delisted. On April 18, 2000, we received
a Delaware corporation andletter from Nasdaq that we failed to satisfy the minimum net tangible asset
listing requirements for the SmallCap Market. As a result of private placements
transactions consummated after September 30, 2000, we believe we are currently
in compliance with the net tangible asset requirement. However, we cannot assure
you that Nasdaq will agree or that we will continue to satisfy the Nasdaq
SmallCap Market listing requirements. If our stock is subjectdelisted, it will trade on
the OTC Bulletin Board or in the "pink sheets" maintained by the National
Quotation Bureau Incorporated. As a consequence of such delisting, an investor
could find it more difficult to dispose of or to obtain accurate quotations as
to the prohibitions imposed by Section 203market value of the DGCL, which is generally viewed as an
anti-takeover statute. In general, this statute prohibits the Companyour securities. Among other consequences, delisting from
entering into certain business combinations without the approval of its Board of
Directors and, as such, could prohibit or delay mergers or other attempted
takeovers or changes in control with respect to the Company. Such provisionsNasdaq may discourage attempts to acquire the Company. In addition, the Company's
authorized capital consists of thirty-one million shares of capital stock of
which thirty million shares are designated as Common Stock and one million
shares are designated as Preferred Stock. No class other than the Common Stock
is currently designated and there is no current plan to designate or issue any
such securities. The Board of Directors, without any action by the Company's
shareholders, is authorized to designate and issue shares in such classes or
series (including classes or series of Preferred Stock) as it deems appropriate
and to establish the rights, preferences and privileges of such shares,
including dividends, liquidation and voting rights. The rights of holders of
Preferred Stock and other classes of Common Stock that may be issued, may be
superior to the rights granted to the holders of the existing classes of Common
Stock. Further, the ability of the Board of Directors to designate and issue
such undesignated shares could impede or deter an unsolicited tender offer or
takeover proposal regarding the Company and the issuance of additional shares
having preferential rights could adversely affect the voting power and other
rights of holders of Common Stock. Issuance of Preferred Stock, which may be
accomplished throughcause a public offering or a private placement to parties
favorable to current management, may dilute the voting power of holders of
Common Stock (such as by issuing Preferred Stock with super voting rights) and
may render more difficult the removal of current management, even if such
removal may bedecline in the stockholders' best interests. Any such issuancestock price and difficulty in obtaining future
financing.
The liquidity of Preferred Stockour stock could prevent the holders of Common Stock from realizing a
premium on their shares.
"Penny Stock" Regulations May Impose Certain Restrictions on Marketability of
Securities.be severely reduced if it becomes classified as
"penny stock".
The Securities and Exchange Commission has adopted regulations which
generally define a "penny stock" to be any non-Nasdaq equity security that has a
market price (as therein defined) of less than $5.00 per share or with an
exercise price of less than $5.00 per share. If our securities were subject to
certain exceptions. If the Securities offered
hereby are removed from listingexisting rules on NASDAQ atpenny stocks, the market liquidity for our securities
could be severely adversely affected. For any time followingtransaction involving a penny
stock, unless exempt, the Effective
Date, the Securities may become subject to rules that imposerequire substantial additional disclosure
obligations and sales practice requirementsobligations on broker-dealers who sell such Securitieswhere the sale is
to persons other than established customers and accredited investors (generally,
those persons with assets in excess of $1,000,000 or annual income exceeding
$200,000, or $300,000 together with their spouse). For transactions covered by
these rules, the broker-dealer must make a special suitability determination for
the purchase of the Securitiescommon stock and have received the purchaser's written
consent to the transaction prior to the purchase. Additionally, for any
transaction
12
involving a penny stock, unless exempt, the rules require the
delivery, prior to the transaction, of a risk disclosure document mandated by
the Commission relating to the penny stock market. The broker-dealer also must
disclose the commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and, if the broker-dealer
is the sole market-maker, the broker-dealer must disclose this fact and the
broker-dealer's
17
presumed control over the market. Finally, monthly statements must be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks. Consequently, the "penny
stock" rules may restrict the ability of broker-dealers to sell the Securitiescommon stock
and may affectaccordingly the abilitymarket for our common stock.
USE OF PROCEEDS
All of purchasers inthe shares of our common stock offered by this offeringprospectus are being
registered for the account of the selling stockholders. We will not receive any
of the proceeds from the sale of these shares. However, we will receive the
proceeds from the exercise of the warrants covering the 154,300 shares of common
stock covered by this prospectus to sell the Securitiesextent those warrants are exercised.
These proceeds would be approximately $300,000 if all the warrants are
exercised. In addition, this prospectus also covers 31,250 shares of common
stock that a selling stockholder is obligated to purchase from us on May 26,
2001 for $62,500. We expect to use substantially all the net proceeds from the
exercise of the warrants and the sale of the shares for general corporate
purposes, including reach and development, expansion of sales and marketing
activities and working capital. We will retain broad discretion in the
secondary market.
Risks Associated with Forward-Looking Statements Included inallocation of those net proceeds.
18
SELLING STOCKHOLDERS
The following table sets forth the name and the number of shares of our
common stock beneficially owned by each selling stockholder as of February 1,
2001 and as adjusted to reflect the sale of the shares offered by this
Prospectus.
This Prospectus contains certain forward-looking statements regardingprospectus, by each selling stockholder. Except as otherwise indicated, the
planspersons listed below have sole voting and objectives of management for future operations. The
forward-looking statements included herein are based on current expectations
that involve numerous risks and uncertainties. The Company's plans and
objectives are based, in part, on assumptions involving the continued expansion
of business. Assumptions relating to the foregoing involve judgmentsinvestment power with respect to amongall
shares of common stock owned by them including those shares not yet issued. In
addition, unless otherwise indicated, none of the selling stockholders has had a
material relationship with us or any of our affiliates within the past three
years. All information with respect to beneficial ownership has been furnished
to us by the respective stockholder.
Shares Shares
Beneficially Beneficially
Owned Prior to Owned After the
Offering(1) Offering
---------------------- -------------------
Name of Beneficial Shares
Owner Number Percent Offered Number Percent
- ----------------------- ---------- --------- ----------- -------- --------
Neptune Capital, Inc. (2) 300,000 8.39% 300,000 -- --
6119 Camino-de-la-Costa
La Jolla, CA 92037
Upstate Holdings, LLC (3) 100,000 2.81% 100,000 -- --
968 Emerald Street, Suite 262
San Diego, CA 92109
Dr. Peter Dewhurst (4) 19,400* * 19,400 -- --
376 Dug Way Bridge Road
West Kingston, RI 02892
Dr. Brent Stucker (4) 19,400* * 19,400 -- --
53 Punchbowl Trail
Kingston, RI 02892
James P. Tiernan (5) 7,700* * 7,700 -- --
115 Buena Vista Drive
North Kingstown, RI 02892
- ----------------------
* Less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that
person, shares of common stock underlying options and warrants held by
that person that are currently exercisable or exercisable within 60 days
of February 1, 2001 are deemed outstanding. These shares, however, are not
deemed outstanding for the purpose of computing the percentage ownership
of any other things, future economic, competitiveperson.
(2) Includes 50,000 shares subject to currently exercisable warrants
(exercisable at $1.625 per share through May 31, 2005) and market
conditions31,250 shares
issuable on May 26, 2001 pursuant to a subscription agreement. The
purchase price for those shares is $2 per share, or $62,500 in the
aggregate.
(3) All shares are covered by currently exercisable warrants, exercisable at
$2.00 per share through May 31, 2005.
(4) Includes 1,800 shares covered by currently exercisable options,
exercisable at $3.95 per share through October 13, 2003.
(5) Includes 700 shares covered by currently exercisable options, exercisable
at $3.95 per share through October 13, 2003.
19
PLAN OF DISTRIBUTION
The selling stockholders and future business decisions,any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of common stock covered by this prospectus on any stock exchange, market or
trading facility on which the shares are difficulttraded or impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes that its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance that the forward-looking
statements included in this Prospectus will prove to be accurate. In light of
the significant uncertainties inherent in the forward-looking statements
included herein, particularly in view of the Company's early stage operations,
the inclusion of such information should not be regarded as a representation by
the Company or any other person that the objectives and plans of the Company
will be achieved.
THE COMPANY
The following is a brief summary of the Company's business. Reference is
made to the information contained in Item 1 of the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1996, and the financial
statements and notes contained therein, for a more thorough
presentation of the Company's business and financial
condition. Such report is incorporated herein by reference.
Infinite Machines Corp. (the "Company" or "Infinite") has two principal
operating subsidiaries, HGG Laser Fare, Inc. ("Laser Fare") and Spectra Science
Corporation ("Spectra Science"). Laser Fare was acquired in July 1994, for
stock, and is wholly owned. Spectra Science, which is 63% owned by the Company,
was formed in August, 1996.
In addition to these two subsidiaries, Infinite has a division,
Advanced Technology Group ("ATG"), engaged in contract research and development
and ExpressTool Corp. ("Express Tool"), a newly formed subsidiary created to
exploit new rapid tooling technology.
Prior to December 31, 1995, the Company's principal business operation
involved the development of a rotary engine for marine recreational
applications. Such operations were
13
discontinued as of December 31, 1995 as a result of inadequate demand for such
products. See, "Note 1 - Notes to Consolidated Financial Statements."
HGG Laser Fare, Inc.
Laser Fare is a material processing company. As such it provides laser
machining, welding, engraving and marking for an extensive group of customers.
The company has 19 multi-axis machining centers of various powers and sizes,
which are used to perform a variety of operations. Work done includes, but is
not limited to, welding and drilling of gas turbine blade assemblies, welding of
automotive gear sets, welding of cutters used for arthroscopic surgery, cutting
of lenses for sunglasses and engraving on decorative industrial and medical
components. Laser Fare is certified by major gas turbine producers and also by
the FAA for repairs of gas turbine engine components. New laser machines were
acquired and others upgraded during 1996 to increase plant capacity.
Laser Fare was a pioneer in the laser material processing business and
has participated significantly in the development of the industry. Many laser
processing techniques were first developed by Laser Fare. Key staff members and
Laser Fare are well known and highly regarded within the industry. Laser
machining and welding were first used in industry in the early 1980's, mostly in
the scientific and aerospace communities. Since that time capabilities have
increased and awareness of the cost effectiveness of the process has become more
widespread, increasing the market size. Approximately 75% of Laser Fare'sprivate transactions.
These sales
come from customers in the medical device, aerospace and power generation
industries. Customers include General Electric Corporation, United Technologies
Corporation, Allied Signal Corporation, Polaroid, Stryker Medical Corp. and
Center Laboratories.
Laser Fare markets directly to customers and through independent sales
representatives. The bulk of sales come from customers in the eastern and middle
western states.
Laser Fare operates in 17,000 square foot modern industrial building
located in Smithfield, Rhode Island under a capital lease agreement with the
Rhode Island Industrial Board. In addition, Laser Fare rents 8,000 square feet
of manufacturing space in an adjacent building.
Competitive Factors
Laser Fare competes with a number of small, mostly privately owned,
businesses and in some cases, with laser processing organizations internal to
customer organizations. Laser Fare is successful in building its business based
upon its quality, delivery performance, technical capability and sensitivity to
its customers needs.
Laser Fare's sales volume has been increasing and management expects
this trend to continue.
14
Spectra Science Corp.
In August 1996, Infinite acquired a majority interest in Spectra
Science for $2.7 million in cash and the transfer of certain technologies
licensed from Brown University. Spectra Science was created to initially
commercialize and expand two platform photonic technologies licensed from Brown
University.
The first technology, LaserPaint(TM), is a patented discovery which
allows almost any material to become laser light. The material may be a plastic
fiber, a paint, a fine powderat fixed or some other form.negotiated prices. The ability to produce
intense, spectrally pure light ofselling stockholders may
use any visible color opens the door to many
commercial applications. Some applications include: identification of products
which are not easily adaptable to bar coding, special additives for paper and
inks as anti-counterfeiting features, special packages and labels to combat
pirating of products and medical uses to trigger light activated cancer drugs.
Spectra Science is working in each of these applications and management
anticipates that sales will occur in one or more of the areas during 1997.
The second areafollowing methods when selling shares:
o ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
o block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of technology is direct laser micro patterning of
glass. These inventions allow micro patterns, either engraved or built up,the block
as principal to be
produced on glass rapidlyfacilitate the transaction;
o purchases by a broker-dealer as principal and inexpensivelyresale by the
broker-dealer for its account;
o an exchange distribution in accordance with the use of a computer driven
laser. Potential applications for this technology include compact disc players,
diffractive and refractive optics, micro fluid handling chips and laboratory
devices needed by the biotechnology industry. Direct micro scale laser writing
on glass is expected to begin to generate sales during 1997 with substantial
growth expected in future years.
In addition to the licensed technologies, Spectra Science has developed
"Quantum Dot Phosphors" which hold promise for better high brightness, high
definition video displays. Spectra Science was recently awarded a Phase II SBIR
(Small Business Innovative Research) contract by the Department of Defense,
Ballistic Missile Defense Organization to commercialize this technology in large
scale projection displays.
Spectra Science owns or controls through worldwide exclusive license
three issued patents and eight additional patent applications in process. The
issued patents are believed to be quite basic, protecting fundamental scientific
discoveries. Somerules of the
most recent patent applications are aimedapplicable exchange;
o privately negotiated transactions;
o short sales;
o broker-dealers may agree with the selling stockholders to sell a
specified number of such shares at protecting
specific productsa stipulated price per share;
o a combination of any such methods of sale; and
processes.
Dr. Nabil Lawandy iso any other method permitted pursuant to applicable law.
The selling stockholders may also sell shares under Rule 144 under the
PresidentSecurities Act, if available, rather than under this prospectus.
The selling stockholders may also engage in short sales against the box,
puts and Chief Technical Officercalls and other transactions in our securities or derivatives of Spectra Scienceour
securities and the inventor of the core technologies described above.
Spectra Science has a Technical Advisory Board consisting of eminent scientists
in the fields of physics, electro optics, high frequency electronics and medical
physics.
Spectra Science leases approximately 2,000 square feet of office space
in Providence, Rhode Island, for its administrative office. The annual rent for
the premises is $32,000.00. An additional 4,800 square feet of laboratory space
is leased in East Providence, Rhode Island at an annual rent of $62,400.00.
15
Competitive Factors
The Company believes that Spectra Science's technology are unique and
protectable by patents which will provide a competitive advantagemay sell or deliver shares in connection with any products or services offered. However, there is no assurance that any
patent, or any patent that issues from currently pending applications, will
provide Spectra Science with significant competitive advantages, or that
challenges will not be instituted against the validity or enforceability of any
patent whichthese trades. The
selling stockholders may be owned by Spectra Science, or if instituted that such
challenges will not be successful. Furthermore, there can be no assurance that
others will not independently develop similar or more advanced technologies or
design around aspects of Spectra Science's technology.
Advanced Technology Group
ATG was establishedpledge their shares to take advantage of the technical know how built
up during the early years of Laser Fare in the application of lasers toward
solution of industrial problems. Since its inception in 1993 ATG has been
performing contract R&D for industrial customers. Two major programs have been
undertaken, one of which was completed during 1996.
The program which was completed in 1996, was to develop practical
methods to dramatically reduce the time and expense required to build molds for
plastic injection molding. This program, which was funded by a major toy
manufacturer, was successfully completed during 1996. Two processes were
developed which can be used to build new production quality molds in
significantly less than half the time needed for molds built by current industry
procedures. The customer is now using at least one of the methods to build
production molds. As part of ATG's contract, the Company gained exclusive rights
to all technology developedtheir brokers under the contract for use in all fields other than
toys, games and infant furniture. As described below Infinite Machines has
formed ExpressTool to exploit these technologies.
The second programmargin
provisions of customer agreements. If a selling stockholder defaults on which ATG has been working for three years is
sponsored bya margin
loan, the world leader in jet engine ignition systems. The purpose of the
program is to develop an ignition system for future jet engines and for retrofit
to older engines which will be superior to current ignitions. Progress has been
satisfactory in this development program. When the project reaches production
Infinite Machines expects to be the supplier of key system components.
Production will be several years off, continuing development and system
demonstration will occupy the intervening period.
ATG is involved in several smaller and early stage programs. The
Company's plan is to concentrate the efforts of this small group on advanced
manufacturing techniques in the future.
ExpressTool, Inc.
ExpressTool was formed in 1996 to exploit the rapid mold building
techniques developed by ATG and their sponsor. In 1996 efforts were mostly
directed toward establishing a facility in which limited quantities of molds
could be built and acquiring the staff necessary to operate. Orders have been
taken from several major corporations to build demonstration molds. Presuming
successful customer evaluations we anticipate that production orders will be
16
forthcoming during 1997. If these orders develop as anticipated additional
investment will be required to expand capacity.
SELLING SHAREHOLDERS
The following table shows the names of the Selling Shareholders, the
Shares owned beneficially by each of them, as of June 30, 1997, the number of
Shares thatbroker may, be offered by each of them pursuant to this Prospectus and the
number of Shares and percentage of outstanding Shares to be owned by each of
them after the completion of this Offering, assuming all of the Shares being
offered are sold. None of the Selling Shareholders were an officer or director
of the Company or, to the knowledge of the Company, had any material
relationship with the Company within the past three years.
Percentage of
Shares
Number of Shares Number of Shares Beneficially
Beneficially Number of Shares Beneficially Owned Owned After
Selling Shareholders Owned that May Be Sold After the Offering the Offering
-------------------- ----- ---------------- ------------------ ------------
Cook & Cie S.A.**(1) 38,295 38,295 0 0
Coutts & Co AG**(2) 153,177 153,177 0 0
Ihag Handelsbank 229,766 229,766 0 0
Zurich**(3)
Thomson Kernaghan 268,059 268,059 0 0
& Co., Ltd.**(4)
Winward Island 153,177 153,177 0 0
Limited**(5)
- ----------
* Less than one-percent.
** This Selling Shareholder is acting as agent for certain non-U.S. residents.
- ----------
(1) Includes shares issuable upon conversion of an outstanding Debenture,
assuming the conversion rate as of the date of this prospectus. Also
includes such presently indeterminable number of shares of Common Stock
as may be issuable upon conversion of the Debenture by this Selling
Securityholder.
(2) Includes shares issuable upon conversion of an outstanding Debenture,
assuming the conversion rate as of the date of this prospectus. Also
includes such presently indeterminable number of shares of Common Stock
as may be issuable upon conversion of the Debenture by this Selling
Securityholder..
(3) Includes shares issuable upon conversion of an outstanding Debenture,
assuming the conversion rate as of the date of this prospectus. Also
includes such presently indeterminable number of shares of Common Stock
as may be issuable upon conversion of the Debenture by this Selling
Securityholder.
(4) Includes shares issuable upon conversion of an outstanding Debenture,
assuming the conversion rate as of the date of this prospectus. Also
includes such presently indeterminable number of shares of Common Stock
as may be issuable upon conversion of the Debenture by this Selling
Securityholder.
(5) Includes shares issuable upon conversion of an outstanding Debenture,
assuming the conversion rate as of the date of this prospectus. Also
includes such presently indeterminable number of shares of Common Stock
as may be issuable upon conversion of the Debenture by this Selling
Securityholder.
17
PLAN OF DISTRIBUTION
The Company will not receive any proceeds from this Offering. The
Shares may be offered from time to time, offer and sell the pledged shares.
Broker-dealers engaged by the selling stockholders may arrange for other
brokers-dealers to participate in transactionssales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling stockholders do not expect these commissions and
discounts to exceed what is customary in the over-the-counter
market, in negotiatedtypes of transactions or a combination of such methods of sale, at
fixed prices which may be changed, at market prices prevailing at the time of
sale, at prices relating to prevailing market prices or at negotiated prices.involved.
The Selling Shareholders may effect such transactions by selling the Shares to
or through broker/dealers, and such broker/dealers may receive compensation in
the form of discounts, concessions or commissions from the Selling Shareholders
and/or the purchasers of the Shares for whom such broker/dealers may act as
agents or to whom they sell as principals, or both (which compensation as to a
particular broker/dealer might be in excess of customary commissions). The
Selling Shareholdersstockholders and any underwriters, dealersbroker-dealers or agents that may
participateare
involved in selling the distribution of the Sharesshares may be deemed to be "underwriters" underwithin the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
saleresale of the Sharesshares purchased by them and
any discounts, commissions or concessions received by any such underwriters,
dealers or agents mightmay be deemed to be underwriting
commissions or discounts and commissions under the Securities Act.
At the time a particular offer of the Shares is made, to the extent
required, a Prospectus Supplement will be distributed which will set forth the
number of Shares being offered, the names of the Selling Shareholders, and the
terms of the offering, including the name or names of any underwriters, dealers
or agents, the purchase price paid; by any underwriter for Shares purchased from
the Selling Shareholders, any discounts, commissions or other items constituting
compensation received from the Selling Shareholders and any discounts,
commissions or concessions allowed or reallowed or paid to dealers, and the
proposed selling price to the public.
In order to comply with the applicable securities laws of certain
states, if any, the Shares will be offered or sold through registered or
licensed brokers or dealers in those states. In addition, in certain states the
Shares may not be offered or sold unless they have been registered or qualified
for sale in such states or an exemption from such registration or qualification
requirement is available and such offering or sale is in compliance therewith.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of securities may not simultaneously engage in
market making activities with respect to such securities for a period of two
business days prior to the commencement of such distribution. In addition and
without limiting the foregoing, the Selling Shareholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including, without limitation, Rule 10b-5 and Regulation M in
connection with transactions in the Shares during the effectiveness of the
Registration Statement of which this Prospectus is a part. All of the foregoing
may affect the marketability of the Shares.
The Company20
We will pay all of the expenses including, but not limited
to, fees and expenses of compliance with state securities or "blue sky" laws,
incidentrelating to the registration of the Shares other than underwriting discounts andshares
covered by this prospectus except for selling commissions, and fees orcommissions. These expenses if any, of counsel or other advisors
retained by the Selling Shareholders. The expenses payable by the Company are
estimated to be $10,000.
18
TRANSFER AGENT
The Transfer Agent and Registrar for the Shares is American Stock
Transfer Company, 40 Wall Street, 46th Floor, New York, New York 10005.
REPORTS TO SHAREHOLDERS
The Company distributes annual reports to its shareholders, including
financial statements examined and reported on by independent auditors, and will
provide such other reports as management may deem necessary or appropriate to
keep shareholders informed of the Company's operations.at $22,000.00.
LEGAL MATTERS
The validity of the sharescommon stock offered hereby will be passed upon for the
Company by
Morse, Zelnick, Rose & Lander, LLP. Members of Morse, Zelnick, Rose & Lander,
LLP 450 Park Avenue, New York, New
York 10022-2605.own options to purchase 65,000 shares of our common stock.
EXPERTS
The 1996 financial statements of Infinite Group Inc. as of December 31, 1999,
and for each of the Company appearingyears in the Company's
Annual Report on Form 10-KSB for the yearthree-year period ended December 31, 1996, as amended,
have been audited1999, are
incorporated by reference in this prospectus and in the registration statement
in reliance upon the report of Freed Maxick Sachs & Murphy, PC,P.C., independent
auditor, as set
forth in the report thereon (which contains an explanatory paragraph with
respect to the Company's ability to continue as a going concern as described in
Note 2 to the financial statements)certified public accountants, incorporated herein by reference. Such
financial statements are incorporated herein by reference in reliance upon such
report givenherein, upon the
authority of said firm as experts in accounting and auditing.
1921
Table of Contents
Page
----
Available Information .................................................. 6
Incorporation of Certain Documents By Reference ........................ 7
Prospectus Summary ..................................................... 8
Risk Factors ........................................................... 9
The Company ............................................................ 13
Selling Securityholders ................................................ 17
Plan of Distribution ................................................... 18
Transfer Agent ......................................................... 19
Reports to Shareholders ................................................ 19
Legal Matters .......................................................... 19
Experts ................................................................ 19PROSPECTUS
INFINITE GROUP, INC.
446,500 Shares
Common Stock
Dated: ______________________, 2001
22
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
ExpensesThe fees and expenses we incurred in connection with the issuanceoffering are
payable by us and, distribution of the
securities being registered hereunder other than underwriting commissionsregistration, filing and expenses,listing fees, are
estimated below.as follows:
SEC Registration Fee...............................................registration fee .................................... $ 419.10
Printing expenses..................................................$ 2,500.00*336.00
Accounting fees and expenses.......................................$ 1,000.00*expenses ............................ 2,500.00*
Legal fees and expenses............................................expenses ................................. 15,000.00*
Printing costs .......................................... 1,000.00*
Miscellaneous expenses .................................. 3,164.00*
-------------
Total .............................................. $ 5,000.00*
Miscellaneous expenses.............................................$ 1,080.90*
Total........................................................$10,000.00*22,000.00*
=============
- -----------------------
* estimatedTo be provided by amendment.
Item 15. Indemnification of Officers and Directors
Our Certificate of Incorporation provides that the indemnification
provisions of Sections 102(b)(7) and Officers145 of the Delaware General Corporation Law
shall be utilized to the fullest extent possible. Further, the Certificate of
Incorporation contains provisions to eliminate the liability of our directors to
Infinite or its stockholders to the fullest extent permitted by Section
102(b)(7) of the Delaware General Corporation Law, as amended from time to time.
Section 145 of the Delaware General Corporation Law grants to the
Company the power toprovides that a
corporation may indemnify thedirectors and officers as well as other employees and
directorsindividuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent of the Company,corporation. The
Delaware General Corporation Law provides that Section 145 is not exclusive of
other rights to which those seeking indemnification may be entitled under certain circumstances and subject to certain conditions and limitations as
stated therein, against all expenses and liabilities incurred byany
bylaw, agreement, vote of stockholders or imposed upon
them as a result of suits brought against them as such officers anddisinterested directors if
they act in good faith and in a manner they reasonably believe to be in or not
opposed to the best interestsotherwise.
Section 102(b)(7) of the Company and, with respectDelaware General Corporation Law permits a
corporation to any criminal
action or proceeding, have no reasonable cause to believe their conduct was
unlawful.
The Company's Certificateprovide in its certificate of Incorporation provides as follows:
"NINTH: Aincorporation that a director of
the Corporationcorporation shall not be personally liable to the Corporationcorporation or its
shareholdersstockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) orfor any breach of the director's duty of loyalty to the
Corporationcorporation or its shareholders,stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under Section 174for
unlawful payments of the Delaware General Corporation
Law,dividends or unlawful stock repurchases, redemptions or
other distributions, or (iv) for any transaction from which the director derived
an improper personal benefit. TENTH: (a) RightOur Certificate of Incorporation provides for such
limitation of liability.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, is permitted for our directors, officers or controlling
persons, pursuant to Indemnification. Eachthe above mentioned statutes or otherwise, we understand
that the Securities and Exchange Commission is of the opinion that such
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indemnification may contravene federal public policy, as expressed in said Act,
and therefore, may be unenforceable. Accordingly, in the event that a claim for
such indemnification is asserted by any of our directors, officers or
controlling persons, and the Commission is still of the same opinion, we (except
insofar as such claim seeks reimbursement from us of expenses paid or incurred
by a director, officer of controlling person who was or is made a
party or is threatened to be made a party to or is involved in successful defense of any
action, suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"),proceeding) will, unless the matter has theretofore been
adjudicated by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer,
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
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indemnified and held harmlessprecedent deemed by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid orour counsel to be paid
in settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue ascontrolling, submit to a
person who has ceased
to be a director, officer, employee or agent and shall inure tocourt of appropriate jurisdiction the benefit of
his or her heirs, executors and administrators; provided, however, that, except
as provided in paragraph (b) hereof, the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Section shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the Delaware General Corporation Law requires, the payment of
such expenses incurred by a director or officer (in his or her capacity as a
director or officer and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer, to repay all amounts so advanced if it shall ultimately be determined
that such director or officer is not entitled to be indemnified under this
Section or otherwise. The Corporation may, by action of its Board of Directors,
provide indemnification to employees and agents of the Corporation with the same
scope and effect as the foregoing indemnification of directors and officers.
(b) Right to Claimant to Bring Suit. If a claim under paragraph (a) of
this Section is not paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the Delaware General Corporation Law for the Corporation to
indemnify the claimant for the amount claimed but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard or conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
(c) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter
II-2
acquire under any statute, provision of the Certificate of Incorporation,
by-law, agreement, vote of stockholders or disinterested directors or otherwise.
(d) Insurance. The Corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss,question whether or not indemnification by
it is against public policy as expressed in the Corporation would haveAct and will be governed by the
powerfinal adjudication of such issue.
At present, there is no pending litigation or proceeding involving any of
our directors, officers or employees as to indemnify against such expense, liabilitywhich indemnification is sought, nor
are we aware of any threatened litigation or loss under the Delaware General Corporation Law."proceeding that may result in
claims for indemnification.
Item 16. Exhibits
The following exhibits are filed with this Registration Statement:
Exhibit
No. Description
- ----------- --------------------- -----------------------------------------------------------------
2.1 Equity Line of Credit Agreement dated November 20, 2000, between
Registrant and Cockfield Holdings Limited*
2.2 Registration Rights Agreement dated November 20, 2000, between
Registrant and Cockfield Holdings Limited*
2.3 Escrow Agreement dated as of November 20, 2000, among Registrant,
Cockfield Holdings Limited and Epstein Becker & Green, P.C.*
2.4 Form of Stock Purchase Warrant dated November 20, 2000, issued to
each of Cockfield Holdings Limited and Jesup & Lamont Securities
Corporation*
5.1 Opinion and consent of Morse, Zelnick, Rose & Lander, LLP
10.2 Form of Stock Option Agreement. (Filed as Exhibit 10M to legality of the
securities being registered.*Registrant's Annual Report on Form 10-KSB for the year ended June
30, 1995 (Commission File No. 0-13789), and incorporated herein
by reference.)
10.1 Lease for facilities at 2364 Post Road, Warwick, RI 02886. (Filed
as Exhibit 10B to the Registrant's Annual Report on Form 10-KSB
for the year ended June 30, 1995 (Commission File No. 0-13789),
and incorporated herein by reference.)
10.3 Employment Agreement with Bruce J. Garreau. (Filed as Exhibit
10.20 to the Registrant's Annual Report on Form 10-KSB for the
year ended December 31, 1999 (Commission File No. 000-13789), and
incorporated herein by reference.)
10.4 Employment Agreement with J. Terence Feeley. (Filed as Exhibit
10.19 to the Registrant's Annual Report on Form 10-KSB for the
year ended December 31, 1999 (Commission File No. 000-13789), and
incorporated herein by reference.)
II-2
Exhibit
No. Description
- ---------- -----------------------------------------------------------------
10.5 Employment Agreement with Thomas J. O'Connor. (Filed as Exhibit
10.24 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999 (Commission File No. 000-13789), and
incorporated herein by reference.)
10.6 Employment Agreement with Clifford G. Brockmyre II (Filed as
Exhibit 10.14 to the Registrant's Annual Report on form 10-KSB
for the year ended December 31, 1997)
10.7 Amendment to Employment Agreement with Clifford G. Brockmyre II
(Filed as Exhibit 10.7 to Registration Statement No. 333-51768
filed December 11, 2000 and incorporated herein by reference)
23.1 Consent of Freed Maxick Sachs & Murphy, PC*
23.3P.C.
23.2 Consent of Morse, Zelnick, Rose & Lander, LLP (included in
Exhibit 5.1)
25.124 Power of Attorney**Attorney (reference is made to the signature pages to
the Registration Statement)
27 Financial Data Schedule
- ----------------------------------
* Filed herewith.
** Previously filed.
II-3
as a corresponding Exhibit to Registration Statement No. 333-51768
filed December 11, 2000 and incorporated herein by reference.
Item 17. Undertakings
A. The undersigned Registrantregistrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statementregistration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus frilled with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Statement;Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statementregistration
statement or any material change to such information in the
registration statement;
II-3
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, that are incorporated by reference in this
Registration Statement.
(2) That,that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statementregistration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of this offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of the registration
statement as of the time it was declared effective.
(5) For the purpose of determining any liability under the Securities,
each post-effective amendment that contains a form of prospectus shall be deemed
to be the initial bona find offering thereof.
B.(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrantregistrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Incline Village, Nevadathe City of Warwick, State of Rhode Island and Providence
Plantations on the 1stthis 14th day of July, 1997.February, 2001.
INFINITE MACHINES CORP.GROUP INC.
By:/s/ Carle C. Conway
---------------------
Carle C. Conway, /s/ Clifford G. Brockmyre, II
--------------------------------
Clifford G. Brockmyre II,
President, Chief Executive Officer
And Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Carle C. Conway, Kenneth S. Rose, or
either one of them,Clifford G. Brockmyre II as his
true and lawful attorney-in-fact and agent, with full power of substitution, and resubstitution, for
him and in his name, place and stead, in any and all capacities, to sign any andor
all pre-amendments or post-effective amendments to this Registration Statement, and
to file the same, with all exhibits thereto, which amendments may make such
changes in this Registration Statement as such agent deems appropriate, and to
file any new registration statement (and any post-effective amendment thereto)
which registers additional securities of the same class and for the same
offering as this Registration Statement in accordance with Rule 462(b) under the
Securities Act (each, a "462(b) Registration Statement"), and the Registrant and
each such person hereby appoints each such Agent as attorney-in-fact to execute
in the name and on behalf of the Registrant and each such person, individually
and in each capacity stated below, any such amendments to this registration
statement and any such 462(b) Registration Statements, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his substitutes, may lawfully do or cause to be done by
virtue hereof.Commission.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in hethe
capacities indicated on February 14, 2001.
Signature Title
---------------------------------------
/s/ Clifford G. Brockmyre II President, Chief Executive Officer and
on the dates indicated.
Signatures Title Date
- ---------- ----- ----
/s/ Carle C. Conway Director,------------------------------------ Chairman of the Board July 1, 1997
- ---------------------------- and Chief Executive Officer
Carle C. Conway
* Director, President July 1, 1997
- ---------------------------- and Chief Operating Officer(Principal
Clifford G. Brockmyre * PrincipalII Executive Officer)
/s/ Bruce J. Garreau Chief Financial July 1, 1997Officer
- ---------------------------------------------------------------- (Principal Financial and Accounting
Officer
Daniel T. Landi
*Bruce J. Garreau Officer)
/s/ J. Terence Feeley Director
July 1, 1997
- ----------------------------
Robert------------------------------------
J. Sherwood
*Terence Feeley
/s/ Brian Q. Corridan Director
July 1, 1997
- ----------------------------------------------------------------
Brian Q. Corridan
/s/ William G. Lyons III Director
- ------------------------------------
William G. Lyons III
/s/ Michael S. Smith * By: /s/ Carle C. Conway
---------------------
Carle C. Conway,
Attorney in factDirector
- ------------------------------------
Michael S. Smith
II-5