SECURITIES AND EXCHANGE COMMISSION FORM S-1/A General form of registration statement for all companies including face-amount certificate companies [amend] Filing Date: 1999-04-08 SEC Accession No. 0000950109-99-001338 (HTML Version on secdatabase.com) FILER LITRONIC INC Mailing Address Business Address 2030 MAIN STREET SUITE 2030 MAIN STREET SUITE CIK:1078717| IRS No.: 330757190 | State of Incorp.:DE | Fiscal Year End: 1231 1250 1250 Type: S-1/A | Act: 33 | File No.: 333-72151 | Film No.: 99589265 IRVINE CA 92614 IRVINE CA 92614 SIC: 3577 Computer peripheral equipment, nec 9498511085 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the Securities and Exchange Commission on April 8, 1999 Registration No. 333-72151 -------------------------------------------------------------------------------- Securities and Exchange Commission Washington, D.C. 20549 ___________________ Amendment No. 1 to Form S-1 Registration Statement Under The Securities Act of 1933 __________________ Litronic Inc. (Exact name of registrant as specified in its charter) <TABLE> <S> <C> <C> Delaware 3577 33-0757190 (State or other jurisdiction of (Primary Standard Industrial Classification Number) (I.R.S. Employer Identification Number) incorporation or organization) </TABLE> Litronic Inc. 2030 Main Street, Suite 1250 Irvine, California 92614 (949) 851-1085 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) __________________ Kris Shah Chief Executive Officer and Chairman of the Board Litronic Inc. 2030 Main Street, Suite 1250 Irvine, California 92614 (949) 851-1085 (Name, address, including zip code, and telephone number, including area code, of agent for service) ________________ Copies to: Arent Fox Kintner Plotkin & Kahn, PLLC Tenzer Greenblatt LLP 1050 Connecticut Avenue, N.W. 405 Lexington Avenue Washington, D.C. 20036-5339 New York, New York 10017 Attention: Gerald P. McCartin, Esq. Attention: Robert J. Mittman, Esq. Telephone No.: (202) 857-6090 Telephone No.: (212) 885-5000 Facsimile No.: (202) 857-6395 Facsimile No.: (212) 885-5001 ___________________ Approximate date of commencement of proposed sale to public: As soon as practicable after this registration statement becomes effective. ___________________ 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, check the following box. [_] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, 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, check the following box and list the Securities Act registration 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document for the same offering. [_] _______________ If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [_] 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, or 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 be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is 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.] SUBJECT TO COMPLETION dated April 8, 1999 LITRONIC INC. 3,000,000 shares of common stock This is an initial public offering of 3,000,000 shares of the common stock of Litronic Inc. We expect that the initial public offering price will be between $9.00 and $11.00 per share. We anticipate that our common stock will be listed on the Nasdaq National Market under the symbol "LTNX." ______________________ INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 14. ______________________ <TABLE> <CAPTION> Per Share Total --------- ----- <S> <C> <C> Public offering price.......................................... $ $ Underwriting discounts and commissions......................... $ $ Proceeds, before expenses, to Litronic......................... $ $ </TABLE> ______________________ NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. We have granted BlueStone Capital Partners, L.P. and Pacific Crest Securities Inc., the representatives of the underwriters, a 45-day option to purchase up to 450,000 additional shares of our common stock to cover any over- allotments. ______________________ BLUESTONE CAPITAL PARTNERS, L.P. PACIFIC CREST SECURITIES INC. , 1999 We own or otherwise have rights to trademarks and trade names that we use in conjunction with the sale and licensing of our products. The following trademarks mentioned in this prospectus are our registered trademarks: ProFile Manager, NetSign, NetSign Pro, CryptOS, CryptOS SDK, CryptOS SDK+, ARGUS, Moniker, CryptoCard, CipherServer and Forte. We also own the trade names Litronic, Pulsar, Pulsar Data and Pulsar Data Systems, Inc. We have applied for the trademarks Forte PKIcard and Maestro. All other trademarks or trade names referred to in this prospectus are the property of their respective owners. PROSPECTUS SUMMARY This is a summary of the information contained in this prospectus. To Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document understand this offering fully, you should read the entire prospectus, especially the risk factors and financial statements. As of the date of this prospectus, all of the stockholders of Litronic Industries, Inc. will exchange all of the outstanding common stock of that company for all of the outstanding common stock of Litronic Inc. Upon the closing of this offering, the newly reorganized Litronic Inc. will acquire all of the outstanding common stock of Pulsar Data Systems, Inc. In this prospectus, unless the context indicates otherwise, the term "Litronic" refers to Litronic Inc. and its subsidiaries, after giving effect to its reorganization with Litronic Industries, Inc., and the terms "we," "our" or "our company" refer to Litronic Inc. and its subsidiaries after giving effect to both its reorganization with Litronic Industries, Inc. and its acquisition of Pulsar. The historical financials for Litronic in this prospectus have been retroactively adjusted to reflect the reorganization. Since Litronic Inc. has had no operations of its own, the information presented in those financials, other than the capital structure, relates solely to Litronic Industries, Inc. The pro forma financial data in this prospectus has been prepared to illustrate the effect of the Pulsar acquisition and this offering on data derived from Litronic's historical financials. OUR COMPANY OUR BUSINESS Litronic provides professional Internet data security services and develops and markets software and microprocessor-based products needed to secure electronic commerce and communications over the Internet and other communications networks based on Internet protocols. To increase sales capacity for its proprietary products and to capitalize on opportunities in the rapidly growing Internet-based information technology security market, Litronic is acquiring Pulsar, a network integration solutions company that develops large- scale network solutions for commercial and government organizations. OUR PRODUCTS Our primary data security products use an advanced form of computer security technology referred to as public key infrastructure, or PKI, which is the standard technology for securing Internet-based commerce and communications. As a result, our products enable customers to integrate PKI security into their Internet networks, existing database applications and customized software applications. -3- Our data security products can be used with world-wide-web browsers, including Netscape Communicator and Microsoft Internet Explorer, to provide secure E-mail or other data communications and facilitate secure electronic commerce transactions. In addition, our products use digital certificate technology to uniquely identify the sender of an electronic message. Digital certificates can be securely contained in hardware tokens, such as PKI cards and secure-keys, and in software tokens, such as the software security