As filed with the Securities and Exchange Commission on June __, 2003
REGISTRATION NO. 333_ _____
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
SYNERGX SYSTEMS INC.
(f/k/a FIRETECTOR INC.)
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(Exact name of registrant as specified in its charter)
Delaware 11-2941299
--------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
209 Lafayette Drive
Syosset, NY 11791
(516) 433-4700
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(Address, including zip code and telephone number,
including area code, of registrant's principal
executive offices)
JOHN A. POSERINA
CHIEF FINANCIAL OFFICER
SYNERGX SYSTEMS INC.
209 LAFAYETTE AVENUE
SYOSSET, NY 11791
(516) 433-4700
---------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with copies to:
DENNIS P. McCONNELL, ESQ.
DOLGENOS NEWMAN & CRONIN LLP
96 SPRING STREET
NEW YORK, NEW YORK 10012
(212) 925-2800
Approximate date of commencement of proposed sale to the public:
From time to time 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,
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
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 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,
check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Each Class Maximum Maximum
of Security Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Unit Price Fee (1)
----------- ---------- ---------- ----------- ------------
Common stock,
par value $.001
per share 440,000 $2.65 $1,166,000 $107.00
Common stock,
par value $.001
per share 170,000 (2) $2.65 $450,500 $42.00
----------- -------
Total $1,616,500 $149.00
(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(c)under the Securities Act of 1933, as amended.
(2) Issuable upon exercise of certain warrants.
The above calculation is based on the average of the closing bid and ask prices
of the common stock reported on May 23, 2003 on the Nasdaq Small Cap Market
System.
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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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
The information in this Prospectus is not complete and may be changed. The
selling security holders 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 June __, 2003
PRELIMINARY PROSPECTUS
----------------------------------------
610,000 Shares
SYNERGX SYSTEMS INC.
Common Stock
----------------------------
All of the shares of common stock offered in this Prospectus are being
offered by the selling security holders in transactions on the Nasdaq or in
privately negotiated transactions. The Company will not receive any of the
proceeds from the sale of shares of common stock by the selling security
holders.
Our common stock is traded on the Nasdaq - Small Cap under the symbol
"SYNX." On May 23, 2003, the average of the closing bid and ask prices was $2.39
per share.
THIS INVESTMENT IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU
SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK
FACTORS" BEGINNING ON PAGE __.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities. They have not
determined if this Prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
----------------------------------
The date of this Prospectus is June ___, 2003
TABLE OF CONTENTS
PROSPECTUS
Page
ABOUT SYNERGX .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .
RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FORWARD-LOOKING STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . .
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SELLING SECURITY HOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . .
PLAN OF DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
STATEMENT OF INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . .
WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . .
INCORPORATION OF INFORMATION WE FILE WITH THE SEC . . . . . . . . . .
ABOUT SYNERGX
Synergx Systems Inc. formerly known as Firetector Inc. ("Synergx" or the
"Company") is a Delaware corporation organized in October 1988 to acquire
controlling interests in companies engaged in the design, manufacture, sale and
servicing of fire, life safety security, energy management, intercom,
audio-video communication and other systems. Reference to Synergx or the Company
include operations of each of its subsidiaries except where the context
otherwise requires. Synergx's business is conducted through subsidiaries in New
York City metropolitan area and Dallas, Texas.
Synergx conducts its business in New York principally through Casey Systems
Inc., its wholly owned subsidiary located in Long Island, New York ("Casey") and
in Texas through General Sound (Texas) Company its wholly owned subsidiary in
Dallas, Texas ("General Sound").
The location of our principal executive offices is 209 Lafayette Drive,
Syosset, NY 11791; telephone: (516) 433-4700.
Synergx Products
Synergx designs, manufactures, markets and sells its own proprietary life
safety and communication systems and also engineers, markets and sells systems
and products manufactured by other parties. Synergx's proprietary product line
features the COMTRAK 1720 and 2000 Life Safety Systems and the TELTRAK
Communications System.
In 1973, New York City passed Local Law 5 requiring that all office
buildings of 100 feet or more be outfitted with smoke detectors, manual and
audio communicating systems for life safety and fire reporting purposes. In
anticipation of the demand that this legislation would create for equipment and
systems employing improved technology and design features, Synergx engaged in
extensive research and development which led to its proprietary COMTRAK 1720
Life Safety System which has been installed in scores of buildings since the
early 1980's.
To meet the challenges of more stringent code requirements and a sluggish
market for new construction, Synergx developed its new generation proprietary
COMTRAK 2000 Life Safety System which utilizes the latest technology to not only
meet the current code requirements, and satisfy the "wish list" of current
COMTRAK customers, but many likely future code requirements as well. One of the
improvements incorporated into the COMTRAK 2000 is a Fire Command Station which
offers a color CRT display system along with three sectional displays. These
features provide the operator with a wide variety of pertinent information,
allowing for quicker response, which is critical in an emergency. In addition,
the expanded memory capability of the new Fire Command Station enables a single
station to control multi-building projects and permits simplified operation.
COMTRAK 1720 and 2000 Systems are operating in approximately 100 buildings
in New York City. Synergx has approvals from FM Approvals and various New York
City agencies for the COMTRAK 1720 and COMTRAK 2000 System.
FM Approvals is an independent testing and certification laboratory similar
to Underwriters Laboratory. In order for Synergx to sell and maintain their
proprietary fire alarm systems, certification from an approved independent
testing agency is required. Without this certification, Synergx would not be
allowed to produce and maintain its fire systems for its existing customer base,
as well as new customers.
Neither Synergx, nor its officers or directors has any affiliation with FM
Approvals.
TELTRAK Communications Systems. In the early 1980s, Synergx began
investigating the intercom market and the possibilities of utilizing its
computerized multiplex technology for this market. Significant construction of
new high-rise housing occurred in the 1970s and 1980s and increased the
potential demand for technologically advanced intercom systems. To meet this
demand, Synergx developed a micro-processor-based combination intercom and
security system using Casey's multiplex technology. The TELTRAK I intercom and
security system is capable of a variety of accessory functions in addition to
its basic intercom and security function. Synergx added video capabilities to
its TELTRAK I technology and created the TELTRAK II, for installation in luxury
condominium, cooperative and apartment buildings. Over 16,000 TELTRAK I and II
units have been sold. In 1991, the redesigned TELTRAK III intercom/security
station was introduced, with enhanced features to expand its use and
competitiveness in the face of the reduced market for these products. New
features, such as public address, enable important messages to be given to
building occupants either locally or by groups in case of emergency.
Multiplex technology is a term that is used in the industry to define the
systems architecture of the Company's equipment. All multiplex technology has
basically the same concept with variation for specific equipment.
Other Products
In the past six years Synergx has sought to diversify its product lines to
establish a greater base to absorb product support, R & D and other overhead and
to provide product and customer diversification. To that end, Synergx has
augmented its established position in marketing engineered life safety systems
(proprietary and third party) by developing a significant business in engineered
sound systems for application to a variety of users including hospitals,
educational facilities and transit facilities (e.g. subway stations). Synergx
has developed a focused unit with a high level of experience to penetrate this
niche market with significant success as a substantial portion of Synergx's
order position derives from this effect. In addition, Synergx organized new
marketing units to focus on marketing, engineering and servicing systems and
products manufactured by third parties, particularly national manufacturers.
These marketing units are service oriented organizations which focus on close
relationships with customers and key suppliers. During the last two years,
Synergx has added marketing personnel and new security products from other
manufacturers to accelerate its focus into the security market for the sale of
products and services in the New York Metropolitan area.
In 1993, Synergx acquired assets of a company which manufactured and
marketed sophisticated products and on-board information and communication
systems with applications for municipal transit carriers, long-distance
passenger carriers and bus and train builders. Synergx has integrated this
operation into its New York division and has to date supplied products to
customers such as Bombardier, Nippon Sharyo, Sumitomo, Kawasaki, Motive Power,
Siemens, the New York City Transit Authority and AMTRAK. These customers have
supplied Synergx's equipment to the Baltimore MTA, the Bi-State Development
Agency (St Louis), the Boston MBTA, CONRAIL, the San Diego Trolley, the
Washington Metropolitan Transit Authority (Washington, D.C.), and METRA
(Chicago). Recently Synergx began to integrate its on board communication
products with products supplied by other manufacturers. These integrated
products include electronic signage and automatic announcement systems.
Service
Synergx continues to put an increasing priority on the development of an
integrated and efficient service organization. Sales personnel have been
dedicated to securing service contracts and are intensifying efforts to market
service to COMTRAK and other Synergx projects coming out of warranty and the
renewal of such contracts. To improve efficiencies and productivity, Synergx
organized a division to perform cleaning on life safety systems, which was
previously subcontracted to an external entity. To improve customer service,
Synergx maintains an office in New York City which houses its New York service
management.
General Sound (Texas) Company
Synergx conducts business in Texas through its subsidiary, General Sound
(Texas) Company, which distributes, services, installs and designs a variety of
sound, fire alarm, intercom and security systems in the Dallas/Ft. Worth, Texas
area. General Sound concentrates its sales effort on the commercial market and
schools. General Sound provides its customers, primarily electrical contractors,
with engineered systems, assistance in design, installation support and
post-installation service.
General Sound has non-exclusive distribution agreements for the Dallas/Ft.
Worth area with Notifier, Dukane, and other manufacturers. The product mix and
dependence on individual suppliers varies from year to year depending on
customer requirements and market trends.
Research and Development
During the fiscal years ended September 30, 2002 and 2001, Synergx spent
approximately $149,000 and $142,000, respectively, for research and development
of Synergx's life safety and communication systems.
RISK FACTORS
This offering involves a high degree of risk. You should carefully consider
the risks described below and the other information contained in this Prospectus
before deciding to invest in shares of our common stock.
1. NATURE OF FIRE COMMUNICATION BUSINESS. Our business is dependent in part on
our ability to design, produce and/or market equipment and systems which are
responsive to market demand and government regulation. We can not be sure that
we will identify such market requirements for our systems or will be able to
respond quickly enough to retain or improve our market position. Because we
obtain components and accessory equipment from other sources of supply, to some
extent we will be dependent on these parties to design and manufacture items
which can be operated as part of our systems. We do not have and do not expect
to obtain patents for our systems because we believe that patents would not
provide cost-effective protection due to the dynamic evolving nature of our
technology. Instead, we rely on trade secret protection and confidentiality
agreements. We have obtained United States trademark registration, but there can
be no assurance that competitors will not develop competitive technology
substantially similar to or better than our systems, or that competitors may not
be able to use a trade name similar to ours, which could result in a loss of
sales. Our current business depends on the construction industry in Metropolitan
New York and Dallas, Texas, which may be subject to significant downturns from
time to time, and a reduced demand for our products and services.
2. DEPENDENCE ON KEY EMPLOYEES. Our business is dependent on a nucleus of
expertise provided by a group of key persons in both technical and management
positions. The loss of any of these individuals or an inability to recruit
persons employed by companies which may be acquired in the future could have a
material adverse effect on the conduct of our business.
3. PRODUCT LIABILITY. We are engaged, to a significant degree, in the business
of designing, manufacturing, installing, marketing and/or servicing systems to
detect and report fires, unauthorized entries and hazardous conditions for the
purpose of helping to safeguard lives and property. Should a fire or other
calamity occur at a location served by our system, claims alleging that our
systems or services contributed to death, personal injury or property damage
could be made. Even if such claims are unwarranted, the cost of defending such
litigation could adversely affect our financial condition, especially if they
exceed our insurance limits.
4. COMPETITION. Our industry is highly competitive and we compete with numerous
national, regional and local firms. Certain of these competitors have greater
financial and business resources than we do and are better able to respond to
the market and regulatory demands and trends described above. We have certain
proprietary products and systems. We believe that we can effectively compete
with these entities but, there can be no assurance that we will be able to do
so.
5. WE MAY NOT BE ABLE TO FULLY REALIZE THE REVENUE VALUE REPORTED IN OUR
BACKLOG. We have a backlog of work to be completed on contracts. Backlog
develops as a result of new business taken, which represents the revenue value
of new project commitments received by us during a given period. Backlog
consists of projects which have either (i) not yet been started or (ii) are in
progress and are not yet complete. In the latter case, the revenue value
reported in backlog is the remaining amount that has not yet been completed.
From time to time, projects are cancelled that appeared to have a high certainty
of going forward at the time they were recorded as new business taken. In the
event of a project cancellation, we may be reimbursed for certain costs but
typically have no contractual right to the total revenues reflected in our
backlog. If we were to experience significant cancellations or delays of
projects in our backlog, our financial condition would be adversely affected.
6. WE DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE. We do not intend
to pay any cash dividends on our common stock in the foreseeable future. Payment
of such cash dividends would, in any event, be prohibited or limited under the
terms of our line of credit with Citizens Business Credit Company.
7. THE MARKET PRICE OF OUR COMMON STOCK HAS EXPERIENCED SIGNIFICANT PRICE AND
VOLUME FLUCTUATIONS FROM TIME TO TIME. The market price for our common stock and
for securities of similar companies have from time to time experienced
significant price and volume fluctuations that are unrelated to operating
performance. Factors which may affect our market price include: (i) market
conditions in the industries in which we operate; (ii) competition; (iii) sales
or the possibility of sales of our common stock; (iv) our results of operations
and financial condition; and (v) general economic conditions. Furthermore, the
stock market has experienced significant price and volume fluctuations unrelated
to the operating performance of particular companies. These market fluctuations
may also adversely affect the market price of our common stock.
8. COMMERCIAL REAL ESTATE MARKETS AND GOVERNMENT SPENDING. Our business is
dependent upon the commercial real estate markets in the New York metropolitan
area and Dallas, Texas, as well as government spending in those areas. We market
products for new construction, retrofit and other projects and any downturn in
any of these areas, including government related projects like schools and
transit facilities could adversely affect our financial performance and
condition.
FORWARD-LOOKING STATEMENTS
Synergx Systems Inc. makes statements in this Prospectus and the documents
incorporated by reference that are considered forward-looking statements within
the meaning of the Securities Act of 1933 and the Securities Exchange Act of
1934. The Private Securities Litigation Reform Act of 1995 contains the safe
harbor provisions that cover these forward-looking statements. We are including
this statement for purposes of complying with these safe harbor provisions. We
base these forward-looking statements on our current expectations and
projections about future events. These forward-looking statements are not
guarantees of future performance and are subject to risks, uncertainties and
assumptions including, among other things:
. the continued availability of financing in the amounts, at the times
and on the terms required to support our future business;
. uncertain market acceptance of our products;
. competition; and
. reliance on key personnel.
Words such as "expect," "anticipate," "intend," "plan," "believe,"
"estimate" and variations of such words and similar expressions are intended to
identify such forward-looking statements. We undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Because of these risks, uncertainties
and assumptions, the forward-looking events discussed or incorporated by
reference in this document may not occur.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares of common stock by
the selling security holders.
SELLING SECURITY HOLDERS
The shares of common stock offered herein include 170,000 shares underlying
warrants which were issued in connection with a private placement completed in
September 2002.
Absent registration under the Securities Act, the shares of common stock
offered herein are subject to certain limitations on resale. The Registration
Statement of which this Prospectus forms a part has been filed in satisfaction
of certain registration rights we granted to the individuals and entities listed
below.
The following table assumes that each of the individuals and entities
listed below, with the exception of Nafund Inc., will sell all of the common
stock offered herein set forth opposite such individual or entity's name.
However, one or more of the individuals or entities listed below may sell only a
portion or may sell none of the shares set forth opposite such individual or
entity's name.
Common Shares Common Shares
Beneficially Owned Beneficially Owned
Prior to the Number of After the Offering
Offering Shares to
___________________ be Sold ____________________
Number Percent in the Number of Percent
of Shares of Class Offering Shares of Class
-------- -------- --------- --------- --------
Investors Money
Management Corporation 340,000* 16.6% 340,000 0 0
Nafund Inc. 175,000** 8.5% 100,000 75,000 3.65%
Finval SA 85,000 4.5% 85,000 0 0
Forvest SA 85,000 4.5% 85,000 0 0
Total 685,000 30.9% 610,000 75,000 3.65%
* Includes 170,000 shares issuable upon exercise of a warrant exercisable at
$1.40 per share.
** Includes 25,000 shares issuable upon exercise of a warrant
exercisable at $2.30 per share.
PLAN OF DISTRIBUTION
The shares being offered by the selling stockholders or their respective
pledgees, donees, transferees or other successors in interest, may be sold from
time to time in one or more transactions (which may involve block transactions):
- on Nasdaq Small Cap Market System or on such other market on which the
common stock may from time to time be trading;
- in privately-negotiated transactions;
- purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
- through the writing of options on the shares;
- short sales;
- any combination thereof; or
- any other method permitted pursuant to applicable law.
The sale price to the public may be:
- the market price prevailing at the time of sale;
- a price related to such prevailing market price;
- at negotiated prices; or
- such other price as the selling stockholder determines from time to
time.
This Prospectus may be used by the individuals and entities listed above
and their successors or by any broker-dealer who may participate in sales of the
common stock offered herein.
Certain of the shares may also be sold pursuant to Rule 144. Each selling
stockholder has the sole and absolute discretion not to accept any purchase
offer or make any sale of shares if the selling stockholder deems the purchase
price to be unsatisfactory at any particular time.
Each selling stockholder or the selling stockholder's respective pledgees,
donees, transferees or other successors in interest, may also sell the shares
directly to market makers acting as principals and/or broker-dealers acting as
agents for themselves or their customers. Such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholder and/or the purchasers of shares for whom such broker-dealers
may act as agents or to whom they sell as principal or both, which compensation
as to a particular broker-dealer might be in excess of customary commissions.
Market makers and block purchasers purchasing the shares will do so for their
own account and at their own risk. It is possible that a selling stockholder
will attempt to sell shares of common stock in block transactions to market
makers or other purchasers at a price per share which may be below the then
market price. No selling stockholder can assure that all or any of the shares
offered in this Prospectus will be issued to, or sold by, the selling
stockholder. The sellers of the shares offered in this Prospectus, may be deemed
"underwriters" as that term is defined under the Securities Act or the Exchange
Act, or the rules and regulations under such acts.
The selling stockholder and any other persons participating in the sale or
distribution of the shares will be subject to applicable provisions of the
Exchange Act and the rules and regulations under such act, including, without
limitation, Regulation M. These provisions may restrict certain activities of,
and limit the timing of purchase and sales of any of the shares by, the selling
stockholder or any other such person. Furthermore, under Regulation M, persons
engaged in a distribution of securities are prohibited from simultaneously
engaging in market making and certain other activities with respect to such
securities for a specified period of time prior to the commencement of such
distributions, subject to specified exceptions or exemptions. All of these
limitations may affect the marketability of the shares.
The individuals and entities listed above have agreed to pay the expenses
of registering the common stock offered herein, including broker-dealer
commissions, discounts or concessions and any legal fees incurred by the
individuals and entities listed above in connection with sales of the common
stock offered herein. Synergx and the individuals and entities listed above have
agreed to indemnify each other against certain liabilities, including
liabilities under the Securities Act.
EXPERTS
The financial statements incorporated in this Registration Statement by
reference to the Annual Report on Form 10-KSB for the year ended September 30,
2002 have been so incorporated in reliance on the report of MARCUM & KLIEGMAN
LLP , independent certified public accountants, given on the authority of said
firm as experts in auditing and accounting.
LEGAL MATTERS
Certain legal matters with respect to the validity of the common stock will
be passed upon for Synergx by Dolgenos Newman & Cronin LLP, New York, New York.
STATEMENT OF INDEMNIFICATION
The Company's Certificate of Incorporation, as amended, provides that a
director will not be personally liable to the Company or its stockholders for
monetary damages for the breach of his or her fiduciary duty of care as a
director, including breaches which constitute gross negligence. By its terms and
in accordance with the Delaware General Corporation Law ("DGCL"), however, this
provision does not eliminate or limit the liability of a director of the Company
(i) for breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL (relating to unlawful payments of dividends or unlawful stock
repurchases or redemptions) or (iv) for any improper benefit.
This provision offers persons who serve on our board of directors
protection against awards of monetary damages resulting from breaches of their
duty of care (except as indicated above). As a result of this provision, our
ability or our stockholder's ability to successfully prosecute an action against
a director for a breach of his duty of care is limited. However, the provision
does not affect the availability of equitable remedies such as an injunction or
rescission based upon a director's breach of his duty of care. The SEC has taken
the position that the provision will have no effect on claims arising under
federal securities laws.
Section 145 of the Delaware law grants corporations the right to indemnify
their directors, officers, employees and agents in accordance with the
provisions therein set forth. Our By-laws provide that we shall, subject to
limited exceptions, indemnify our directors and executive officers to the
fullest extent not prohibited by the Delaware Law. Our By-laws provide further
that we shall have the power to indemnify our other officers, employees and
other agents as set forth in the Delaware law. Such indemnification rights
include reimbursement for expenses incurred by such director, executive officer,
other officer, employee or agent in advance of the final disposition of such
proceeding in accordance with the applicable provisions of the Delaware law.
We have entered into agreements with certain of our directors and officers
pursuant to which we have agreed to indemnify such directors and officers to the
fullest extent permitted under applicable law. In addition, we have purchased
insurance containing customary terms and conditions as permitted by law on
behalf of its directors and officers, which may cover liabilities under the
Securities Act. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and controlling
persons pursuant to these provisions, or otherwise, Synergx has been advised
that, in the opinion of the SEC, such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the Securities
and Exchange Commission. Our SEC filings are also available over the Internet at
the SEC's web site at http://www.sec.gov. You may also read and copy any
document we file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
more information on the public reference rooms.
Statements made in this Prospectus concerning the contents of any contract
or other documents are not necessarily complete. With respect to each contract
or other document filed as an appendix to the Registration Statement, reference
is hereby made to that appendix for a more complete description of the matter
involved, and each such statement is hereby qualified in its entirety by such
reference.
INCORPORATION OF INFORMATION WE FILE WITH THE SEC The SEC allows us to
"incorporate by reference" the information we file with them, which means:
. incorporated documents are considered part of the Prospectus;
. we can disclose important information to you by referring you to those
documents; and
. information that we file with the SEC will automatically update and
supersede the Prospectus.
We are incorporating by reference the documents listed below which were
filed with the SEC under the Exchange Act:
. Annual Report on Form 10-KSB for the year ended September 30, 2002 and
documents incorporated by reference in such report;
. Quarterly Report on Form 10-QSB, filed February 14, 2003
. Quarterly Report on Form 10-QSB, filed May 14, 2003
We also incorporate by reference each of the following documents that we
will file with the SEC after the date of the Prospectus but before the end of
the offering:
. Reports filed under Sections 13(a) and (c) of the Exchange Act;
. Definitive proxy or information statements filed under Section 14 of
the Exchange Act in connection with any subsequent stockholders'
meeting; and
. Any reports filed under Section 15(d) of the Exchange Act.
You may request a copy of these filings, at no cost, by contacting us at
the following address or phone number:
Synergx Systems Inc.
Attn: Mr. John A. Poserina
Chief Financial Officer
209 Lafayette Drive
Syosset, NY 11791
Telephone:(516) 433-4700
You should rely only on the information incorporated by reference or
provided in this Prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The selling securityholders will
not make an offer of these shares in any state where the offer is not permitted.
You should not assume that the information in this Prospectus or any supplement
is accurate as of any date other than the date on the front of these documents.
This Prospectus is part of a Registration Statement we filed with the SEC
(Registration No. 338 - ________).
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We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this Prospectus. You
must not rely on any unauthorized information. If anyone provides you with
different or inconsistent information, you should not rely on it. This
Prospectus does not offer to sell any shares in any jurisdiction where it
is unlawful. The information in this Prospectus is current as of the date
shown on the cover page.
610,000 Shares
SYNERGX SYSTEMS INC.
Common Stock
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Prospectus
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June ___, 2003
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PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions. Pursuant to the terms of the
Registration Agreement between the Company and the Selling Stockholders, Synergx
is not responsible for any of the fees listed. All amounts are estimates except
the registration fee.
Amount to be
Paid
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SEC Registration Fee. . . . . . . . . . . . . . . $ 135.00
Printing and EDGAR . . . . . . . . . . . . . . . . 3,000.00
Legal Fees and Expenses . . . . . . . . . . . . . 10,000.00
Accounting Fees and Expenses. . . . . . . . . . . 3,000.00
Blue Sky Fees and Expenses. . . . . . . . . . . . . 1,000.00
Transfer Agent and Registrar Fees.. . . . . . . . 1,000.00
Miscellaneous . . . . . . . . . . . . . . . . . . 2,500.00
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Total . . . . . . . . . . . . . . . . . . $ 20,635.00
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b)(7) of the General Corporation Law of the State of Delaware
(the "Delaware Law") grants corporations the right to limit or eliminate the
personal liability of their directors in certain circumstances in accordance
with provisions therein set forth. Our Certificate of Incorporation contains a
provision eliminating director liability to Synergx and its stockholders for
monetary damages for breach of fiduciary duty as a director. The provision does
not, however, eliminate or limit the personal liability of a director: (i) for
any breach of such director's duty of loyalty to Synergx or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) under the Delaware statutory
provision making directors personally liable, for improper payment of dividends
or improper stock purchases or redemptions; or (iv) for any transaction from
which the director derived an improper personal benefit. This provision offers
persons who serve on our Board of Directors protection against awards of
monetary damages resulting from breaches of their duty of care (except as
indicated above). As a result of this provision, our ability or a stockholder's
ability to successfully prosecute an action against a director for a breach of
his duty of care is limited. However, the provision does not affect the
availability of equitable remedies such as an injunction or rescission based
upon a director's breach of his duty of care. The SEC has taken the position
that the provision will have no effect on claims arising under federal
securities laws.
Section 145 of the Delaware Law grants corporations the right to indemnify
their directors, officers, employees and agents in accordance with the
provisions therein set forth. Synergx's By-laws provide that the corporation
shall, subject to limited exceptions, indemnify its directors and executive
officers to the fullest extent not prohibited by the Delaware Law. Synergx's
By-laws provide further that Synergx shall have the power to indemnify its other
officers, employees and other agents as set forth in the Delaware Law. Such
indemnification rights include reimbursement for expenses incurred by such
director, executive officer, other officer, employee or agent in advance of the
final disposition of such proceeding in accordance with the applicable
provisions of the Delaware Law.
Synergx has entered into agreements with certain of its directors and
officers pursuant to which Synergx has agreed to indemnify such directors and
officers to the fullest extent permitted under applicable law. In addition,
Synergx has purchased insurance containing customary terms and conditions as
permitted by law on behalf of its directors and officers, which may cover
liabilities under the Securities Act. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of Synergx pursuant to these provisions, or otherwise,
Synergx has been advised that, in the opinion of the SEC, such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
ITEM 16. EXHIBITS
Exhibit Description
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4.1 Form of Registration Agreement
5.1 Opinion of Dolgenos Newman & Cronin LLP as to the legality of the Offered
Shares being registered.
23.1 Consent of MARCUM & KLIEGMAN LLP , Independent Certified Public Accountants
23.3 Consent of Dolgenos Newman & Cronin LLP (Included in Exhibit 5.1)
24.1 Power of Attorney (Included on the Signature Page)
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ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(1) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(2) To reflect in the prospectus any facts or events arising after the
effective date of the registration 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;
(3) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(b) 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 Act 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 Act and will be governed by the final adjudication of
such issue.
(c) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or 497(h) under
the Securities Act shall be deemed to be part of this registration statement as
of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
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.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
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 the city of New York, State of New York, on June 3, 2003.
SYNERGX SYSTEMS INC.
By: /s/DANIEL S. TAMKIN
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Daniel S. Tamkin
Chairman and Chief Executive Officer
POWERS OF ATTORNEY Each person whose signature appears below hereby
appoints Daniel S. Tamkin and John A. Poserina and each of them severally,
acting alone and without the other, his true and lawful attorney-in-fact with
authority to execute in the name of each such person, and to file with the SEC,
together with any exhibits thereto and other documents therewith, any and all
amendments (including without limitation post-effective amendments) to this
Registration Statement, and to sign any registration statement for the same
offering covered by this Registration Statement that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act, necessary or advisable
to enable the registrant to comply with the Securities Act and any rules,
regulations and requirements of the SEC in respect thereof, which amendments may
make such changes in this Registration Statement as the aforesaid
attorney-in-fact deems appropriate.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
/s/ DANIEL S. TAMKIN June 3, 2003
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Daniel S. Tamkin
Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ JOSEPH VITALE June 3, 2003
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Joseph Vitale, Director
/s/ JOHN A. POSERINA June 3, 2003
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John A. Poserina, Chief Financial Officer,
(Principal Financial Officer and Principal
Accounting Officer), Director
/s/ HENRY SCHNURBACH June 3, 2003
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Henry Schnurbach, Director
/s/ DENNIS P. McCONNELL June 3, 2003
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Dennis P. McConnell, Director
/s/ MARK LITWIN June 3, 2003
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Mark Litwin, Director
/s/ J.IAN DALRYMPLE June 3, 2003
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J. Ian Dalrymple, Director