595,889 shares of Common Stock being offered $5.87 by Valence. On November 29, 1999
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VALENCE TECHNOLOGY INC
Filing Type: 424B5 Description: Prospectus Filed Pursuant to Rule 424 Filing Date: Dec 1, 1999 Period End: N/A
Primary Exchange: NASDAQ - National Market System Ticker: VLNC
FILED PURSUANT TO RULE 424(B)(5) FILE NO. 333-76589
PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED MAY 12, 1999)
VALENCE TECHNOLOGY, INC.
595,889 SHARES
COMMON STOCK
The 595,889 shares of Common Stock being offered are all being offered by Valence. On November 29, 1999, the last reported sale price of the shares of Common Stock on the Nasdaq National Market was $9.438 per share. The Common Stock is listed on the Nasdaq National Market under the symbol "VLNC."
Investing in Valence common stock involves a high degree of risk. See "Risk Factors" beginning on page S-4.
We are offering 595,889 shares of our common stock to an institutional investor pursuant to this prospectus supplement and the accompanying prospectus. The common stock will be purchased at a negotiated purchase price of $5.8736 per share for a total purchase price of $3,500,000 . The purchase price reflects the average of recent trading prices of the common stock on the Nasdaq National Market, net of an 8% discount.
The shares of Valence common stock offered or sold under this prospectus supplement and prospectus have not been approved by the SEC or any state securities commission, nor have these organizations determined that this prospectus supplement or prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS NOVEMBER 29, 1999.
PROSPECTUS SUPPLEMENT SUMMARY
Valence Technology, Inc. was incorporated in Delaware in March 1989 under the name Ultracell, Inc. We changed our name to Valence Technology, Inc. in March 1992. Our executive offices are currently located at 301 Conestoga Way, Henderson, Nevada 89015 and the telephone number is (702) 558-1000.
THE OFFERING
Shares offered
We are offering all of the 595,889 shares being offered hereby.
Shares outstanding after this offering
Following this offering, there will be 32,397,958 shares of our common stock outstanding based upon the number of shares outstanding on November 29, 1999. This number does not include shares that may be issued pursuant to the exercise of stock options and warrants currently outstanding or which may be granted under our stock option plans, or upon the conversion of preferred stock outstanding.
Use of proceeds
For general corporate purposes, including:
- acquiring raw materials and building inventory of finished goods;
- financing capital expenditures; and
- working capital.
RISK FACTORS
AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD NOT MAKE AN INVESTMENT IF YOU CANNOT AFFORD THE LOSS OF YOUR ENTIRE INVESTMENT . IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, YOU SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS IN EVALUATING VALENCE AND ITS BUSINESS BEFORE PURCHASING ANY SHARES OF OUR COMMON STOCK.
WE HAVE AN IMMEDIATE NEED FOR ADDITIONAL CAPITAL
We have an immediate need for additional capital, which if we don't obtain, would cause us to reduce our developmental efforts and impair our ability to commercialize our products. At September 26, 1999, we had cash and cash equivalents of $3,212,000. Subsequent to September 26, 1999 and as of November 10, 1999, we obtained an additional $3 million of equity financing and $1.5 million of debt financing from a stockholder. We anticipate that, after taking into account projected revenues and receipt of funds from other sources, we will need to raise a minimum of $25 million in either a debt or equity financing to fund planned capital expenditures, research and product development, marketing and general and administrative expenses and to pursue joint venture opportunities through the remainder of fiscal 2000 and through the first quarter of fiscal 2001. Our cash requirements,
S-2
however, may vary materially from those now planned because of changes in our operations, including changes in OEM relationships or market conditions. There can be no assurance that funds for these purposes, whether from equity or debt financing agreements with strategic partners or other sources, will be available on favorable terms, if at all. These factors raise substantial doubts about our ability to continue as a going concern . The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. The effects of such adjustments, if necessary, could be material.
WE ARE A DEVELOPMENT STAGE COMPANY WITH A LIMITED QUANTITY OF PRODUCTS CURRENTLY AVAILABLE FOR SALE
We are a development stage company and cannot anticipate when, or if, we will ever have significant revenues from a product. We have derived our revenues primarily from a research and development contract with Delphi Automotive Systems Group, which we completed in May 1998. We presently have limited quantities of commercially developed and manufactured products available for sale. These factors raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty, and such adjustments, if necessary, could be substantial.
OUR CURRENT AVAILABLE CAPITAL AND FUTURE REVENUES, IF ANY, WILL NOT BE SUFFICIENT TO MEET OUR FUTURE OPERATING NEEDS
We have generally incurred operating losses since inception in 1989 and had an accumulated deficit of $171,959,000 as of September 26, 1999. We cannot assure you that we will ever achieve or sustain significant revenues or profitability in the future. We have negative working capital and have sustained recurring losses related primarily to the research and development and marketing of our products. We expect to incur significant losses in the future, as we continue our product development, begin to build inventory and continue our marketing efforts. We will need to secure additional financing in order to continue operations past 1999 unless we begin to generate significant operating revenue. We will have to continue to devote a significant amount of management time to obtaining financing .
WE MAY NOT BE ABLE TO OBTAIN ADDITIONAL FINANCING, IN WHICH CASE WE WOULD NEED TO REDUCE DEVELOPMENTAL EFFORTS AND MAY NOT BE ABLE TO COMMERCIALIZE OUR PRODUCTS
If we are unable to achieve profitability or we are unable to secure additional financing on acceptable terms, we will be unable to continue to fund our operations. We are actively pursuing capital grant advances from the Northern Ireland Industrial Development Board, and our success in these efforts depends on our achieving cumulative revenues from the sale of batteries of $4 million. We may not achieve such cumulative revenue over the short-term, if at all. Additionally, a lack of capital may require us to license to third parties rights to commercialize products or technologies that we might otherwise seek to develop ourselves, and to scale back or eliminate our research and product development programs. The unavailability of adequate funds would have a material adverse effect on our business, financial condition, and results of operations.
WE NO LONGER HAVE A COLLABORATIVE PARTNER TO ASSIST US IN DEVELOPMENT OF OUR BATTERIES, WHICH MAY LIMIT OUR ABILITY TO DEVELOP AND COMMERCIALIZE OUR PRODUCTS
We have received substantially all our revenues to date from a research and development agreement with Delphi Automotive Systems Group, which we completed in May 1998. The Delphi agreement was for joint development in the automotive market. Although we have held discussions with original equipment manufacturers (OEMs) in the portable consumer electronics and telecommunications markets about possible strategic relationships as a means to accelerate introduction of our batteries into these markets, we cannot assure you that we will be able to enter into any such alliances. The use of alliances for our development, product design, volume purchase and manufacturing and marketing expertise can reduce the need for development and use of internal resources. Further, even if we could collaborate with a desirable partner, there is a chance that the partnership may not be successful. The success of any strategic alliance that we enter into depends on, among other things, the general business condition of the partner, its commitment to the strategic alliance and the skills and experience of its employees.
BECAUSE OUR BATTERIES ARE ONLY SOLD WHEN INCORPORATED INTO OTHER PRODUCTS, WE WILL NEED TO RELY ON ORIGINAL EQUIPMENT MANUFACTURERS TO COMMERCIALIZE OUR PRODUCTS
To be successful, our batteries must gain broad market acceptance. In addition, our success will depend significantly on our ability to meet OEM customer requirements by developing and introducing on a timely basis new products and enhanced or modified versions of its existing products. OEMs often require unique configurations or custom designs for battery systems which must be developed and integrated in the OEM's product well before the product is launched by the OEM. Thus, there is often substantial lead-time between the commencement of design efforts for a customized battery system and the commencement of volume shipments of the battery system to the OEM (referred to as the "design in time"). If we are unable to design, develop and introduce products that meet OEMs' and other customers' exacting requirements on a timely basis, our business, results of operations and financial condition could be materially adversely affected . To determine the requirements of each specific application, we will be dependent upon OEMs and other intermediaries such as battery pack designers into whose products our batteries will be incorporated. There is a possibility that we will not receive adequate assistance from OEMs to successfully commercialize our products. Furthermore, the perceived safety risks associated with lithium, an element used in our batteries, may impede acceptance of our batteries by OEMs or end users.
WE DO NOT YET HAVE THE SALES STAFF, SUPPORT CAPABILITIES AND DISTRIBUTION CHANNELS TO DISTRIBUTE OUR PRODUCTS ON A COMMERCIAL SCALE
To implement our strategy successfully, we may have to develop a sizeable sales staff and product support capabilities, as well as third party and direct distribution channels. We cannot assure you that we will be able to establish sales and product support capabilities, or be successful in our sales and marketing efforts.
WE MAY NOT BE ABLE TO COST-EFFECTIVELY MANUFACTURE OUR BATTERIES
To be successful, we must manufacture commercial, high-quality quantities of our products at competitive costs. We have produced prototype and production quality products that we believe have performance characteristics that are suitable for a broad market. However, additional development will be required to enable us to consistently produce battery systems with these characteristics. In addition, to achieve broad commercialization of our products, we will need to reduce manufacturing costs of our battery systems. Our batteries may not be manufacturable in long-run commercial quantities to the performance specifications demanded by customers. We must still be able to competitively manufacture these batteries. Our current manufacturing technology might need to be more fully developed before we will be able to manufacture our batteries in commercial quantities. Any failure to achieve acceptable yields of commercial quality batteries in commercial quantities, and thereby reduce unit-manufacturing costs, could have a material adverse effect on our business, results of operations and financial condition.
WE ARE IN THE EARLY STAGE OF MANUFACTURING, AND IF WE ARE UNABLE TO DEVELOP MANUFACTURING CAPABILITIES IN A COST EFFECTIVE MANNER, WE WILL NOT BE ABLE TO GENERATE PROFITS; OUR BUSINESS ALSO FACES CERTAIN MANUFACTURING RISKS, POTENTIAL CAPACITY CONSTRAINTS AND RISKS RELATING TO PROPOSED EXPANSION
To date, we have not manufactured batteries on a commercial scale . Any failure to achieve acceptable yields of commercial quality batteries in commercial quantities, and thereby to reduce our unit manufacturing costs, could have a material adverse effect on our business, results of operations and financial condition. Until recently, our batteries only have been manufactured on our pilot manufacturing line, which is able to produce prototype cells in quantities sufficient to enable customer sampling and testing and product development. We are currently in an the early stages of transitioning production to automated high volume production line that will work with our newest battery technology in our manufacturing facility in Mallusk, Northern Ireland. The redesign and modification of the manufacturing facility, including its customized manufacturing equipment, will continue to require substantial engineering work and expenses and is subject to significant risks, including risks of cost overruns and significant delays. In addition, in order to rapidly scale up the manufacturing capacity, we will need to begin fabrication of a second automated production line before completing full qualification of the first line. In automating, redesigning and modifying the manufacturing processes, we have been, and will continue to depend on, several developers of automated production lines, which have limited experience in producing equipment for the manufacture of batteries. A key determinant of our current and future production capacity and profitability is the production yield of our manufacturing process. The redesign and modification of our manufacturing facility and the development and implementation of automated production lines will entail significant risks and will require a substantial investment of our capital . As part of our manufacturing ramp-up, we will need to hire and train a substantial number of new manufacturing workers. The availability of skilled and unskilled workers in Northern Ireland, the site of our manufacturing facility, is limited due to a relatively low unemployment rate. We may not successfully develop improved processes, design required production equipment, enter into acceptable contracts for the fabrication of such equipment, obtain timely delivery of such equipment, implement multiple production lines or successfully operate the Mallusk facility. We may not be able to successfully automate our production on a timely basis, if at all, and such automation may not result in greater manufacturing capacity or lower manufacturing costs than our pilot production line. Customer relationships could be damaged if we fail to begin volume manufacturing on a timely basis. Such failure could cause lost opportunities and have a material adverse effect on our business, results of operations and financial condition.
WE ARE EXPERIENCING DELAYS IN QUALIFYING OUR MANUFACTURING FACILITIES
We have been unable to meet our prior schedules regarding delivery, installation, de-bugging and qualification of the Northern Ireland facility production equipment . As most of the production equipment is being specially manufactured for us, further problems may develop and cause further delay in our current schedules. We are improving and bringing many of the manufacturing processes that we are implementing in this production equipment up to date for the first time from our laboratory scale prototype work. We may need to further refine the improved processes, which could cause substantial delays in the qualification and use of this equipment. Furthermore, if we are able to refine our process, we may not be able to produce the required amount of qualification samples to potential customers. From our discussions with potential customers, we expect that customers will require an extensive qualification period once the customer receives its first commercial product off a production line .
WE DEPEND ON OUR SUPPLIERS FOR CERTAIN KEY RAW MATERIALS TO DEVELOP AND MANUFACTURE OUR BATTERIES
We depend on sole or limited source suppliers for certain key raw materials used in our products. We generally purchase sole or limited source raw materials pursuant to purchase orders placed from time to time and have no long-term contracts or other guaranteed supply arrangements with our sole or limited source suppliers. Our suppliers may not be able to meet our requirements relative to specifications and volumes for key raw materials, and we may not be able to locate alternative sources of supply. We may not be able to purchase raw materials at an acceptable cost. In addition, the raw materials which we utilize must be of a very high quality, and we have at times in the past experienced delays in product development due to the delivery of nonconforming raw materials from our suppliers.
OUR RECHARGEABLE BATTERIES MAY NOT BE ABLE TO ACHIEVE OR SUSTAIN MARKET ACCEPTANCE
To achieve market acceptance, our batteries must offer significant price and/or performance advantages over other current and potential alternative battery technologies in a broad range of applications. Our rechargeable batteries may not be able to achieve or sustain any such advantages. Even if our rechargeable batteries provide meaningful price or performance advantages, there is a risk our batteries may not be able to achieve or maintain market acceptance in any potential market application. The success of our products also will depend upon the level of market acceptance of OEMs' and other customers' end products that incorporate our batteries, a circumstance over which we have little or no control. If our rechargeable batteries do not achieve and maintain significant price and/or performance advantages over other technologies and achieve significant and sustained market acceptance, or if customers' applications which incorporate our products do not achieve lasting market acceptance, our business, results of operations and financial condition could be materially adversely affected. If we do manufacture our batteries in commercial quantities and they fail to perform as expected, our reputation could be severely damaged, which would have a material adverse effect on our ability to market our batteries even if the defect were corrected.
THERE HAS BEEN, AND CONTINUES TO BE, A RAPID EVOLUTION OF BATTERY TECHNOLOGIES
The battery industry has experienced, and is expected to continue to experience, rapid technological change. Various companies are seeking to enhance traditional battery technologies, such as lead acid and NiCad, and other companies have recently introduced or are developing rechargeable batteries based on nickel metal hydride ("NiMH"), lithium and other emerging and potential technologies. Competing technologies that outperform our batteries could be developed and successfully introduced and, as a result, there is a risk that our products may not be able to compete effectively in our targeted market segments.
OUR SUCCESS DEPENDS HEAVILY ON OUR SENIOR MANAGEMENT PERSONNEL AND ON OUR ABILITY TO ATTRACT AND RETAIN KEY EMPLOYEES
Our business success is highly dependent upon the active participation of our senior management personnel. We do not have written employment contracts with any key employees and do not maintain key man life insurance policies for any of our employees. We believe that our future prosperity will depend in large part on our ability to attract and retain highly skilled technical, managerial, and marketing personnel who are familiar with and experienced in the battery industry. Competition for such personnel, in particular for product development and product implementation personnel, is intense, and we compete in the market for such personnel against numerous companies, including larger, more established competitors with significantly greater financial resources than us. We have at times experienced difficulty in recruiting qualified personnel, and we cannot be certain that we will be successful in attracting and retaining skilled personnel. Our inability to attract and retain other qualified employees could have a material adverse effect on our business.
OUR COMPETITORS MAY DEVELOP BATTERIES SIMILAR OR SUPERIOR TO OURS OR OTHERWISE COMPETE MORE SUCCESSFULLY THAN WE DO
Competition in the battery industry is intense. The industry consists of major domestic and international companies, most of which have financial, technical, marketing, sales, manufacturing, distribution and other resources substantially greater than ours . Although we believe that our batteries will compete in most segments of the rechargeable battery market, there is a risk that other companies may develop batteries similar or superior to ours. In addition, many of these companies have name recognition, established positions in the market, and long standing relationships with OEMs and other customers. While these competitors are engaged in significant development work on various battery systems (including electrochemistries such as NiCad, NiMH and lithium), we believe that much of this effort is focused on achieving higher energy densities for low power applications such as portable electronics. One or more new, higher energy rechargeable battery technologies could be introduced which could be directly competitive with, or be superior to, our technology. We believe that our primary competitors are existing suppliers of Lithium Ion, competing polymer and, in some cases, NiMH batteries. These include Matsushita Industrial Co., Ltd., Sony, Toshiba, SAFT America, Inc. ("SAFT") and PolyStor Corp. All of these companies are very large and have substantial resources and market presence . We expect that we will compete against manufacturers of other types of batteries in the targeted application segments on the basis of performance, cost and ease of recycling, and there is a risk that we may not be able to compete successfully against manufacturers of other types of batteries in any of the targeted applications. In addition, in the rechargeable battery market there are a variety of competing technologies. The capabilities of many of these competing technologies have improved over the past year, which has resulted in a customer perception that our technology may not offer as many advantages as previously anticipated.
WE FACE A RISK THAT OUR PENDING PATENT APPLICATIONS WILL NOT RESULT IN ISSUED PATENTS AND THAT OUR ISSUED PATENTS WILL NOT PROVIDE PROTECTION AGAINST COMPETITORS
Our ability to compete successfully will depend on whether we can protect our proprietary technology and manufacturing processes. We rely on a combination of patent and trade secret protection, non-disclosure agreements, and cross-licensing agreements. Nevertheless, such measures may not be adequate or safeguard the proprietary technology underlying our batteries. In addition, employees, consultants, and others who participate in the development of our products may breach their non-disclosure agreements with us, and we may not have adequate remedies for any such breach. Moreover, notwithstanding our efforts to protect our intellectual property, our competitors may be able to develop products that are equal or superior to our products without infringing on any of our intellectual property rights. In addition, we may not be able to effectively protect our intellectual property rights in certain countries. If existing or future patents containing broad claims are upheld by the courts, the holders of such patents could require companies to obtain licenses. If we are found to be infringing third party patents, there is a risk that we may not be able to obtain licenses to such products on reasonable terms, if at all. Our failure to protect our proprietary technology may materially adversely affect our financial condition and results of operations. Patent applications in the United States are maintained in secrecy until patents issue, and since publication of discoveries in the scientific or patent literature tends to lag behind actual discoveries by several months, we cannot be certain that we were the first creator of inventions covered by pending patent applications or the first to file patent applications on such inventions. Therefore, our pending patent applications may not result in issued patents and any of our issued patents may not afford protection against a competitor.
OUR BATTERIES CONTAIN POTENTIALLY DANGEROUS MATERIAL, WHICH COULD EXPOSE US TO LIABILITY
Battery technologies vary in relative safety as a result of their differing chemical compositions. In the event of a short circuit or other physical damage to the battery, a reaction may result with excess heat or a gas being released and, if not properly released, may be explosive . We have designed our batteries to avoid this risk, but if we are unsuccessful, we could be exposed to product liability litigation. In addition, our products will incorporate potentially dangerous materials, including lithium ions. While these materials are less reactive than other potentially dangerous materials found in other types of batteries such as metallic lithium, which is known in its metallic form to cause explosions and fires if not properly handled, it is possible that these materials will require special handling. It is possible that safety problems may develop in the future. We are aware that if the amounts of active materials in our batteries are not properly balanced and if the charge/discharge system is not properly managed, a dangerous situation may result. Other battery manufacturers using technology similar to ours include special safety circuitry within the battery to prevent such a condition. We expect that our customers will have to use such circuitry.
WE HAVE NOT COMPLETED SAFETY TESTING OUR BATTERIES AND WILL NOT BE ABLE TO MAKE COMMERCIAL SALES OF OUR BATTERIES UNTIL WE SUCCESSFULLY COMPLETE SUCH TESTS
We have conducted extensive safety testing of our batteries and are in the process of submitting batteries to Underwriters Laboratories for certification. As part of our safety testing program, prototype batteries of various sizes, designs and chemical formulations are subject to abuse testing, where the battery is subjected to conditions outside the expected normal operating conditions of the battery. While some prototype batteries have survived these tests, others have vented gases containing vaporized solvents and have caught fire. Such results were generally expected, and until we have completed testing we cannot make a valid determination as to the conditions in which the battery must be operated. Additionally, each new battery design requires new safety testing. Therefore, safety problems may develop with respect to our battery technology that could prevent or delay commercial introduction.
SAFETY RISKS IN OUR FACILITIES COULD CREATE PRODUCTION DELAYS
We incorporate safety policies designed to minimize safety risks in our research and development activities and will also do so in our manufacturing processes. There is a risk, however, that an accident in our facilities will occur. Any accident, whether with the use of a battery or in our operations, could result in significant delays or claims for damages resulting from injuries, which would adversely affect our operations and financial condition.
THE STRICT REGULATORY ENVIRONMENT IN WHICH WE OPERATE MAY DELAY SHIPMENTS AND IMPOSE ADDITIONAL COSTS ON US
Prior to the commercial introduction of our batteries into a number of markets, we may need to seek approval of our products by one or more of the organizations engaged in testing product safety and/or agencies regulating transportation. There is a risk that such agencies would not permit our batteries to be shipped or used by the general public, and that changes in regulations, or in their enforcement, will impose costly requirements or otherwise impede the transport of lithium. If we are able to obtain such approvals, they could require significant time and resources from our technical staff, cause delays in shipments and, if redesign were necessary, result in further delays in the introduction of our products. Because of the risks generally associated with the use of lithium, we expect rigorous agency enforcement. Federal, state and local regulations impose various environmental and health and safety controls on the storage, use, and disposal of certain chemicals and metals used in the manufacture of lithium polymer batteries. Although we believe our activities conform to current environmental regulations, there is a risk that changes in such environmental regulations will impose costly equipment or other requirements. Any failure by us to adequately control the discharge of hazardous wastes could also subject us to future liabilities.
WE ARE INVOLVED IN LAWSUITS THAT COULD NEGATIVELY IMPACT OUR BUSINESS
We are subject to litigation arising from time to time in the course of our business. We currently have three substantial lawsuits , in which we are involved. The first is a class action lawsuit by a class of persons who purchased our common stock between May 7, 1992 and August 10, 1994, alleging that we violated federal securities laws and seeking unspecified damages . The second involves a claim by a manufacturer of one of our pieces of manufacturing equipment that we owe it approximately $2,500,000 ; in this action, we have filed a counterclaim against the manufacturer seeking damages to be determined at trial. The third is a contract claim that we instituted against several parties; one party has filed a counterclaim against us and third parties claiming damages of approximately $900,000 based on breach of a contract , and this matter is presently stayed pending settlement discussions. Although we believe that we have meritorious defenses to these suits, if any of them is resolved unfavorably to us it could have a material adverse effect on our financial condition.
THE FAILURE OF OUR KEY SUPPLIERS AND CUSTOMERS TO BE YEAR 2000 COMPLIANT COULD NEGATIVELY IMPACT OUR BUSINESS
We use a number of computer software programs and operating systems in our internal operations, including applications used in financial business systems and various administration functions. To the extent that these software applications contain source code that is unable to appropriately interpret the upcoming calendar year "2000," some level of modification or even possible replacement of such source code or applications will be necessary. Given our current information, we currently do not anticipate that such "Year 2000" costs will have a material impact upon us. We have requested information |