TMSR S-3 Filing dtd 3/4/99 [ref/ 8-K].
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THRUSTMASTER, INC.
(Exact name of registrant as specified in its charter)
OREGON 93-1040330
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
SUITE 400, 7175 N.W. EVERGREEN PARKWAY
HILLSBORO, OREGON 97124
(503) 615-3200
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
FRANK G. HAUSMANN, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
THRUSTMASTER, INC.
SUITE 400, 7175 N.W. EVERGREEN PARKWAY
HILLSBORO, OREGON 97124
(503) 615-3200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
PATRICK J. SIMPSON
DAVID S. MATHESON
PERKINS COIE LLP
SUITE 1500, 1211 S.W. FIFTH AVENUE
PORTLAND, OREGON 97204-3715
(503) 727-2000
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Approximate date of commencement of proposed sale to the public: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being 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/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, 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(c)
under the Securities Act of 1933, 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. / /...
SELLING SHAREHOLDERS
The following table presents information regarding the selling
shareholders and the number of shares they may offer by this prospectus as of
March 1, 1999.
Number of Shares of Shares of Common Stock
Common Stock Number of Shares of Beneficially Owned After the Offering(5)
Beneficially Owned Common Stock ---------------------------------------
Selling Shareholder Prior to the Offering Offered Hereby(4) Number of Shares Percentage of Class
------------------- --------------------- ------------------- ---------------- -------------------
Strong River Investments, Inc. 160,378(1) 316,628 0 *
Montrose Investments L.P. 104,244(2) 205,807 0 *
Westover Investments L.P. 56,132(3) 110,818 0 *
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* Represents less than one percent of the common stock outstanding.
(1) Represents 125,000 shares of common stock purchased in the transaction
described below and 35,378 shares of common stock issuable upon exercise of
warrants issued in connection therewith.
(2) Represents 81,250 shares of common stock purchased in the transaction
described below and 22,994 shares of common stock issuable upon exercise of
warrants issued in connection therewith.
(3) Represents 43,750 shares of common stock purchased in the transaction
described below and 12,382 shares of common stock issuable upon exercise of
warrants issued in connection therewith.
(4) Represents the shares of common stock indicated in Notes 1, 2 and 3 above as
beneficially owned by the selling shareholders and additional shares (the
"Adjustment Shares") of common stock that may be issued to the selling
shareholders as a post-closing adjustment to the number of shares originally
issued in the transaction described below. Since the number of Adjustment
Shares that may be issued is dependent upon the market price of the common
stock prior to the issuance thereof, the actual number of Adjustment Shares
that may be issued and, consequently, offered for sale under this
prospectus, cannot be determined at this time. However, ThrustMaster has
agreed to include in this prospectus an aggregate of 633,254 shares of its
common stock to cover the resale of shares of common stock indicated above
as beneficially owned by the selling shareholders as well as Adjustment
Shares that may be issued to them.
(5) Assumes the sale of all shares of common stock offered thereby.
The selling shareholders purchased an aggregate of 250,000 shares of
ThrustMaster common stock at a price of $16.00 per share in a private
transaction on January 28, 1999. The selling shareholders may purchase up to
35,377 additional shares at the price of $20.00 per share and up to an
additional 35,377 shares at the price of $22.40 per share upon the exercise of
warrants issued in connection with the transaction. The remaining 312,500 shares
may be issued to the selling shareholders, at no additional cost to them, as a
post-closing adjustment to the number of shares originally issued in the
transaction. Since the number of adjustment shares that may be issued is
dependent upon the market price of the common stock prior to the issuance
thereof, the actual number of adjustment shares that may be issued and,
consequently, offered for sale under this prospectus, cannot be determined at
this time. However, ThrustMaster has agreed to include in this prospectus an
aggregate of 633,254 shares of its common stock to cover the resale of shares of
common stock issued or that may be issued in connection with the January 28,1999
transaction.
None of the selling shareholders has had any material relationship with
ThrustMaster or its affiliates within the past three years.
The selling shareholders have represented to us that they purchased the
shares for their own account for investment
-10-
only and not with a view towards selling or distributing them, except pursuant
to sales registered under the Securities Act or exemptions. ThrustMaster
agreed with the selling shareholders to file the registration statement to
register the resale of the shares. ThrustMaster agreed to prepare and file all
necessary amendments and supplements to the registration statement to keep it
effective until the earlier of (1) the third anniversary of the effective date
of the registration statement related to this prospectus and (2) the date on
which the selling shareholders have sold all the shares.
PLAN OF DISTRIBUTION
We are registering the shares on behalf of the selling shareholders and
certain of their successors (including donees and pledgees, who may sell shares
they receive from the selling shareholders after the date of this prospectus).
The selling shareholders or such successors may sell all of the shares from time
to time in transactions in the over-the-counter market through Nasdaq, or on one
or more other securities markets and exchanges, or in privately negotiated
transactions. They may sell the shares at fixed prices, at market prices
prevailing at the time of sale or at negotiated prices. The selling shareholders
may use any one or more of the following methods when selling shares:
- ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
- block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
- purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
- an exchange distribution in accordance with the rules of the
applicable exchange;
- privately negotiated transactions;
- short sales;
- broker-dealers may agree with the selling shareholders to sell a
specified number of the shares at a stipulated price per share;
- a combination of any such methods of sale; and
- any other method permitted pursuant to applicable law.
The selling shareholders may also sell shares under SEC Rule 144, if
available, rather than under this prospectus.
The selling shareholders may effect short sales against the box, puts
and calls and other transactions in securities of ThrustMaster or derivatives of
ThrustMaster securities, and may sell or deliver the shares in connection with
these trades. The selling shareholders may pledge the shares to their brokers
under the margin provisions of customer agreements. If a selling shareholder
defaults on a margin loan, the broker may, from time to time, offer and sell the
pledged shares.
Broker-dealers engaged by the selling shareholders may arrange for
other brokers-dealers to participate in sales. Broker-dealers may receive
commissions, concessions or discounts from the selling shareholders and/or the
purchasers. The selling shareholders do not expect these commissions,
concessions and discounts to exceed what is customary in the types of
transactions involved.
The selling shareholders have advised us that they have not entered
into any agreements, understandings or arrangements for the sale of the shares
with any underwriters or broker-dealers and that no underwriter or coordinating
broker is now acting in connection with the proposed sale of shares.
ThrustMaster will not receive any proceeds from the sale of the shares
by the selling shareholders. ThrustMaster may suspend use of this prospectus
under certain circumstances....
source: © 03/04/1999 freeedgar.com |
