I picked this up off of EDGAR.
-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
IejPNS7erHSHgb4OQZDMzX2pAS7Hlx+87lAIJdxP4L+AjkkSlUv+OZcYCJxhuF3Z
iIM/u6ESLeJvR9rUMf5tgA==
<SEC-DOCUMENT>0000892569-96-001169.txt : 19960708
<SEC-HEADER>0000892569-96-001169.hdr.sgml : 19960708
ACCESSION NUMBER: 0000892569-96-001169
CONFORMED SUBMISSION TYPE: S-3
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 19960705
SROS: NASD
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: NORRIS COMMUNICATIONS CORP
CENTRAL INDEX KEY: 0000886328
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679]
IRS NUMBER: 330591385
STATE OF INCORPORATION: A0
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: S-3
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-07709
FILM NUMBER: 96591564
BUSINESS ADDRESS:
STREET 1: 12725 STOWE DRIVE
CITY: POWAY
STATE: CA
ZIP: 92064
BUSINESS PHONE: 6196791504
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<DESCRIPTION>FORM S-3 AS FILED ON JULY 5, 1996
<TEXT>
<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION JULY 5, 1996
REGISTRATION NO. 33-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
NORRIS COMMUNICATIONS CORP.
(Name of small business issuer in its charter)
YUKON TERRITORY,
CANADA NONE
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
-----------------------
12725 STOWE DRIVE
POWAY, CALIFORNIA 92064
(619) 679-1504
(Address and telephone number of principal executive offices and principal
place of business)
-----------------------
R. GORDON ROOT, PRESIDENT
NORRIS COMMUNICATIONS CORP.
12725 STOWE DRIVE
POWAY, CALIFORNIA 92064
(619) 679-1504
(Name, address and telephone number of agent for service)
Copy to:
CURT C. BARWICK, ESQ.
HIGHAM, MCCONNELL & DUNNING
28202 CABOT ROAD, SUITE 450
LAGUNA NIGUEL, CA 92677
COUNSEL FOR THE COMPANY
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
IF THE ONLY SECURITIES REGISTERED ON THIS FORM ARE BEING OFFERED PURSUANT
TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX: / /
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED
ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT
OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: /X/
<PAGE> 2
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT OFFERING PRICE FEE
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 3,739,063 Shares(1) $1.16(2) $4,337,313(2) $1,498
- ----------------------------------------------------------------------------------------------------
Total Registration Fee $1,498
- ----------------------------------------------------------------------------------------------------
Total Due $1,498
====================================================================================================
</TABLE>
(1) Includes the registration for resale of the following: (i) 2,705,857
shares of Common Stock issued in a private placement in June 1996, and
(ii) 1,033,206 of Common Stock (subject to adjustment) issuable upon the
exercise of warrants issued in the foregoing private placement. Estimated
solely for purposes of calculating the registration fee in connection with
this Registration Statement.
(2) These figures are estimates made solely for the purpose of calculating the
registration fee pursuant to Rule 457(c). The average of the bid and asked
prices for the Common Stock on July 3, 1996, as reported by NASDAQ, was
$1.16.
THE REGISTRANT HEREBY AMENDS THE REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a) MAY DETERMINE.
================================================================================
<PAGE> 3
PROSPECTUS
3,739,063 SHARES OF COMMON STOCK (NO PAR VALUE)
NORRIS COMMUNICATIONS CORP.
This Prospectus relates to 3,739,063 shares of the Company's Common
Stock, no par value ("Common Stock"), heretofore issued to the persons listed
as the Selling Shareholders. Such shares of Common Stock are being offered for
the respective accounts of the Selling Shareholders, and will be sold from time
to time by the Selling Shareholders in the national over-the-counter market or
otherwise at their prevailing prices, or in negotiated transactions. The
Company will receive no proceeds from the sale of such shares of Common Stock
by the Selling Shareholders. The expenses of preparing and filing the
Registration Statement of which this Prospectus forms a part are being paid by
the Company.
-----------------------
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS."
-----------------------
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.
-----------------------
The shares offered hereby were acquired by the Selling Shareholders
from the Company in private transactions and are "restricted securities" under
the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
has been prepared for the purpose of registering the shares under the Act to
allow for future sales by the Selling Shareholders to the public without
restriction. To the knowledge of the Company, the Selling Shareholders have
made no arrangement with any brokerage firm for the sale of the shares. The
Selling Shareholders may be deemed to be "underwriters" within the meaning of
the Securities Act. Any commissions received by a broker or dealer in
connection with resales of the shares may be deemed to be underwriting
commissions or discounts under the Securities Act. See "Plan of Distribution."
Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
The Common Stock is traded on the National Association of Securities
Dealers, Inc. Automated Quotation System ("NASDAQ") under the NASDAQ symbol
"NORRF." On July 3, 1996, the bid and asked prices per share, as reported by
NASDAQ, were $1 1/8 and $1 3/16 respectively.
-----------------------
The date of this Prospectus is July 5, 1996.
<PAGE> 4
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS, IN CONNECTION WITH THE OFFERING CONTEMPLATED HEREBY, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDERS. 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 JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission. Reports, proxy statements and other information filed
by the Company with the Securities and Exchange Commission may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: 75 Park Place, New York, New York 10007; and the
Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60621; and copies of such material may be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W. Judiciary Plaza,
Washington, D.C. 20549 at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company with the
Securities and Exchange Commission and are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended March 31, 1996; and
(b) The description of the Company's Common Stock contained in the
Registration Statement on Form 10 filed with the Securities and Exchange
Commission on December 13, 1992 pursuant to Section 12(g) of the Exchange Act,
together with all amendments or reports filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the Offering of Common Stock offered hereby shall be deemed
to be incorporated by reference into this Prospectus and to be part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any or all of the
documents referred to above which have been incorporated into this Prospectus
by reference (other than exhibits to such documents). Requests for such copies
should be directed to Kathleen Terry, Chief Financial Officer, Norris
Communications Corp., 12725 Stowe Drive, Poway, California, 92064 (Telephone:
619/679-1504).
2
<PAGE> 5
TABLE OF CONTENTS
The Company . . . . . . . . . . . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . 6
Plan of Distribution . . . . . . . . . . . . . . . . . . 11
Selling Shareholders . . . . . . . . . . . . . . . . . . 12
Dividend Policy . . . . . . . . . . . . . . . . . . . . . 13
Description of Securities . . . . . . . . . . . . . . . . 13
Legal Matters . . . . . . . . . . . . . . . . . . . . . . 15
Experts . . . . . . . . . . . . . . . . . . . . . . . . . 15
3
<PAGE> 6
THE COMPANY
Norris Communications Corp. (the "Company") is a holding company which,
through its wholly-owned United States subsidiary, is engaged in the
development, manufacture and marketing of electronic products. The Company was
incorporated in Canada under the British Columbia Company Act on February 11,
1988 under the name 340520 B.C. Ltd. The Company changed its name to Norris
Communications Corp. on April 7, 1988 and on November 22, 1994 continued its
jurisdiction of incorporation to the Yukon Territory, Canada.
On June 24, 1996, the Company noticed a Special Meeting of Stockholders
to approve certain matters including the change of domicile of the Company from
the Yukon Territory to Wyoming, by way of continuation under the Wyoming
Corporation Act and the subsequent merger (the "Merger") of the Company into
Norris Communications Corp., a Delaware corporation ("Norris Delaware"), a
wholly-owned subsidiary of the Company that was formed by the Company in
preparation for the reincorporation of the Company into Delaware and the
proposed successor to the Company. Upon consummation of the change of domicile
to Wyoming and after the effective time of the Merger, the Company will become
a company governed by the Delaware General Corporation Law (the "Delaware
Corporation Law"). The shareholders' approval of the proposed reincorporation
will constitute their approval of all of the provisions of Norris Delaware's
Restated Certificate of Incorporation and Norris Delaware's Bylaws, including
those provisions which will cause an increase in the authorized capital shares
to 60 million, including the authorization of five million preferred shares,
the limitation of director liability and expanded scope of indemnification of
directors, officers and key employees under Delaware law, and including those
provisions having "anti-takeover" implications, which may be of significance to
the Company and its shareholders in the future. The governance of Norris
Delaware by Delaware law, Norris Delaware's Restated Certificate of
Incorporation and Norris Delaware's Bylaws will or may in the future alter
certain rights of the shareholders.
As described more fully below, through a series of transactions, the
Company has evolved to its present structure as a holding company for its
principal, wholly-owned subsidiary, Norris Communications, Inc. ("NCI").
Through NCI, the Company is principally involved in manufacturing and marketing
the FLASHBACK recording device, a newly developed proprietary technology for
information storage and retrieval. In addition, the Company provides contract
manufacturing services for circuit board assemblies, systems, and subsystems.
The Company also holds as an investment 1,800,000 common shares of JABRA
Corporation ("JABRA"), formerly Norcom Communications Corporation.
Prior to January 15, 1993, JABRA was a wholly-owned subsidiary of the Company.
JABRA is a developer and manufacturer of communication products for desktop,
mobile and wireless applications. The Company has granted an option to
purchase 300,000 of the JABRA common shares to CVD Financial Corporation
("CVD"). Prior to March 31, 1995, the Company's business was operated through
two separate wholly-owned subsidiaries, Comp General Corporation ("Comp
General") and American Surface Mounted Devices ("ASMD"). Effective March 31,
1995, ASMD merged with and into Comp General, and Comp General, as the
surviving corporation of the merger, was renamed "Norris Communications, Inc."
Prior to 1989, the Company, through a predecessor corporation, was
started based on a new technology that its founder Elwood Norris had developed
while researching and developing headset/microphone alternatives for NASA. The
successful combination of a speaker and microphone was developed into the
EarPHONE(TM) product line, now owned by JABRA.
In August 1989, the Company acquired ASMD, which enabled NCI to become
a regional full-service independent supplier of turnkey manufacturing of
circuit board assemblies, systems and subsystems, to Original Equipment
Manufacturers ("OEMs") in the computer, defense, telecommunications and medical
industries. Since acquiring ASMD, the Company invested over $2.5 million in a
new, 31,000 square foot manufacturing facility with new equipment. As the
Company develops and acquires new technologies, it is management's goal to
utilize its strong printed circuit board assembly capability to produce the
components by combining added-value technology with added-value manufacturing.
4
<PAGE> 7
On January 15, 1993, the Company sold 300,000 common shares of JABRA
stock for $750,000, and JABRA sold 500,000 newly issued common shares with
warrants for $1.25 million. The Company retained 2,300,000 common shares or
74.2% of JABRA stock. On July 15, 1993, the Company sold an additional 500,000
common shares for $1.625 million and JABRA sold 1,000,000 newly issued common
shares for $3.25 million. The Company's 1,800,000 common shares represented
42.8% of the outstanding shares of JABRA and as a result of the lack of
operating control, the Company ceased consolidating JABRA's operations and
recorded its investment on the cost basis because it no longer had significant
influence over the operations of JABRA. Subsequent to March 31, 1994 and
through August 30, 1995, JABRA reported to the Company the sale of 3,563,341
newly issued common shares for proceeds of $7.6 million. As a result of these
transactions, the Company's ownership in JABRA, represented by 1,800,000 common
shares, is 23.1% (or 20.1% on a fully diluted basis).
During 1993, the Company invented and commenced development of advanced
digital recording technology that does not involve mechanical moving parts.
Although various digital techniques have been adapted to sound recording and
reproduction, such as compact disc players and digital tape recorders, these
devices still utilize mechanical techniques for moving the storage media as
well as positioning the read/write head in the case of compact discs. The
Company's technology is designed to substitute all solid state electronic
control for traditional mechanical functions and magnetic media. The Company's
technology combines a micro-processor based control system with data
compression and a non-volatile storage media to produce a no-moving-parts
recording scheme with advanced features and capabilities.
Management believes the Company's newly developed proprietary
technology for information storage lends itself to a broad array of product
applications. Through a technique of combining digital signal processing with
state-of-the-art compression algorithms and a non-volatile storage array all
managed by a microcontroller, it is possible to store data without the need for
magnetic media such as is presently used in audio/video tape recording
equipment as well as computer hard drives and diskettes. Since there are no
moving parts, there are correspondingly no motors, belts, or other control
devices required. All functions associated with devices designed around this
new technology can be operated by existing microprocessor control devices.
Should the prices of various forms of storage arrays, such as flash memory
chips, continue to decline as is generally predicted, more applications
utilizing these techniques will become cost effective.
The Company has utilized this proprietary technology to develop its
FLASHBACK recording device. The Company believes the FLASHBACK fits into the
Company's strategy of developing practical electronic products with broad
applications. The FLASHBACK is being marketed by the Company's subsidiary,
NCI.
The address of the Company's principal executive office is 12725 Stowe
Drive, Poway, California 92064 and its telephone number is (619) 679-1504. The
Company's primary operating facilities are located at that address.
The Company's registered and records office is located at the Company's
Canadian solicitor's office at 3081 Third Avenue, Whitehorse, Yukon, Canada Y1A
4Z7.
5
<PAGE> 8
RISK FACTORS
THE SECURITIES WHICH ARE OFFERED HEREBY ARE SPECULATIVE IN NATURE,
INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE PURCHASED BY PERSONS WHO CAN AFFORD
TO LOSE THEIR ENTIRE INVESTMENT. PROSPECTIVE INVESTORS SHOULD CONSIDER
CAREFULLY THE FOLLOWING FACTORS INHERENT IN AND AFFECTING THE BUSINESS OF THE
COMPANY, IN ADDITION TO THE INFORMATION CONCERNING THE COMPANY AND ITS BUSINESS
CONTAINED IN THIS PROSPECTUS, BEFORE PURCHASING THE SECURITIES OFFERED HEREBY.
Dependence Upon New Products. An investment in the securities offered
hereby must be considered an investment risk due to the nature of the Company's
business, the industry in which it is operating, and the present stage of its
development. The scale and scope of the Company's business is changing.
Historically, a majority of the Company's revenues have been derived from its
contract manufacturing business. The Company's future growth is greatly
dependent upon the successful marketing of its FLASHBACK product. The
Company's performance will be dependent upon the risks that are inherent in any
business venture that is undergoing a major change in the scope of its
operations, certain specific risks that are discussed below, future events and
developments, and changes in the Company's policies and methods of operations
in the future.
No Established Market for New Products. The Company has developed a
proprietary technology which is used in its most recent product, the FLASHBACK.
The FLASHBACK is currently in production and as of July 1, 1996, relatively few
sales have occurred, a limited number of written purchase orders have been
received and no established market for the FLASHBACK exists. The Company
commenced its initial production of the product during the quarterly period
ended December 31, 1994 and commenced full commercial scale production during
the quarterly period ended June 30, 1995, but there can be no assurance that
such product will be favorably accepted by the marketplace or that significant
sales of such product will occur.
Significant Losses From Operations. The Company has incurred operating
losses in five of its past six fiscal years with operating losses from
continuing operations of $8,268,000, $7,142,000, $2,442,000, $4,427,000 and
$236,000 for the fiscal years ended March 31, 1996, March 31, 1995, March 31,
1994, March 31, 1993 and March 31, 1991, respectively. The losses for fiscal
1996 resulted primarily from the higher costs associated with bringing the
Company's new FLASHBACK product to market and the decline in revenues and
increased operating losses from NCI's contract manufacturing operations. See
"Product Line; Reliance on Major Customers." In this regard, management
anticipates higher research, development and marketing costs associated with the
FLASHBACK for fiscal 1997 to continue at levels equivalent to prior years. The
Company's losses have increased and are expected to continue and/or increase
until such time as the Company is able to manufacture and sell the FLASHBACK in
commercial quantities and/or reestablish the Company's contract manufacturing
business and increase its historical operating margins. No assurance can be
given as to the Company's ability to accomplish the foregoing. The Company's
inability to accomplish the foregoing would have a material adverse effect upon
the Company's ability to operate profitably, and may force the Company to reduce
or curtail operations. The Company is also subject to the risks normally
associated with any new business activity, including unforeseeable expenses,
delays and complications. Accordingly, no assurance can be given that the
Company can or will report operating profits in the future.
Possible Inability to Continue as a Going Concern. The Company has
suffered recurring losses and cash flow deficits from operations. This factor
in combination with (i) expected losses and cash flow deficits from operations
during fiscal 1997, (ii) substantial inventory buildup consisting of FLASHBACK
units, together with raw materials and components to be utilized in the
manufacture of its FLASHBACK product and material decline in inventory turnover,
(iii) the Company's exhaustion of presently existing lines of credit, (iv) the
Company's historical reliance upon lines of credit to fund the continuing losses
from operations and cash flow deficits and (v) the likelihood that the Company
may be unable to meet its debts as they come due, raise substantial doubt about
the Company's ability to continue as a going concern. The Company's ability to
continue as a going concern
6
<PAGE> 9
is dependent upon its ability to achieve a profitable level of operations and
obtain additional financing, as to which no assurance can be given. In the
event the Company is unable to continue as a going concern, it may elect or be
required to seek protection from its creditors by filing a voluntary petition
in bankruptcy or may be subject to an involuntary petition in bankruptcy. To
date, management has not considered this alternative, nor does management view
it as a likely occurrence.
Substantial Working Capital Requirements. As at March 31, 1996, the
Company had working capital of $1.1 million. The decrease in working capital
from March 31, 1995 is a result of the Company's continuing losses, which
historically have been funded by the Company's credit line, the net proceeds of
a $1.9 million private placement (completed on or about October 26, 1995) and
the net proceeds of a |
