Registration
Statement No. 333-132634
As
filed with the Securities and Exchange Commission on June 26,
2006
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_______________
AMENDMENT
NO. 1 TO FORM S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
NANO-PROPRIETARY,
INC.
(Exact
Name of Registrant as specified in its charter)
8731
(Primary
Standard Industrial Classification Code)
|
State
of Texas
(State
or Other Jurisdiction
of
Incorporation or Organization)
Nano-Proprietary,
Inc.
3006
Longhorn Boulevard, Suite 107
Austin,
Texas 78758
(512)
339-5020
(Address,
including zip code, and telephone number,
including
area code, of registrant’s principal executive
offices)
|
76-0273345
(I.R.S.
Employer
Identification
Number)
Douglas
P. Baker
Chief
Financial Officer
Nano-Proprietary,
Inc.
3006
Longhorn Boulevard
Austin,
Texas 78758
(248)
391-0612
(Name,
address, including zip code, and telephone
number,
including area code, of agent for
service)
|
____________________
Copies
To:
Donald
T. Locke
434
Fayetteville Street
Suite
600
Raleigh,
North Carolina 27601
(919)
807 - 5623
Approximate
date of commencement of proposed sale to the public:
From
time to time after this Registration Statement has been
declared 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. x
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 earlier effective registration statement
for the same offering.
o:
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. o:
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 for the
same
offering. o:
CALCULATION
OF REGISTRATION FEE
|
Title
of Each
Class
of Securities
to
be Registered
|
Amount
to be
Registered
(1)
|
Proposed
Maximum
Offering
Price
Per
Share (2)
|
Proposed
Maximum
Aggregate
Offering
Price
(2)
|
Amount
of
Registration
Fee
|
|
Common
stock, par value $.001 per share
|
2,310,393
|
|||
|
Common
stock underlying warrants ........................
|
95,000
|
|||
|
Total
|
2,405,393
|
$2.01
|
$4,834,840
|
$43.01
(1)
|
|
(1)
|
Amount
represents an increase in the amount offered of 200,000 shares
for which
the registration fee is calculated. All other shares subject
to this
registration statement have previously been registered and the
registration fees related to those shares
paid.
|
|
(2)
|
Estimated
solely for the purpose of calculating the registration fee pursuant
to
Rule 457(c), based on the average of the high and low sales prices
per
share of common stock as reported by the OTC Bulletin Board on June
21, 2006.
|
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 Commission, acting pursuant
to said Section 8(a), may determine.
EXPLANATORY
NOTE
Nano-Proprietary,
Inc. has previously
filed Registration Statement No. 333-129365 to register shares of its common
stock, as well as shares of its common stock underlying warrants held by
certain
selling shareholders. Pursuant to Rule 429 of the Securities Act of 1933,
this
registration statement also serves as a post-effective amendment to this
prior
registration statement. This Registration Statement eliminates those selling
shareholders who have previously sold such shares pursuant to the previous
registration statement and also eliminates those selling shareholders to
whom
the Company no longer has registration obligations. This Registration Statement
also registers an additional 950,000 shares of common stock, or shares of
common stock underlying warrants, which have not previously been
registered.
PROSPECTUS
2,310,393
Shares of Common Stock
(par
value $.001 per share)
95,000
Shares of Common Stock
Underlying
Warrants
The
shareholders of Nano-Proprietary, Inc. identified on page 17 may offer and
sell
the shares covered by this prospectus from time to time. All shares that
are
sold pursuant to this prospectus will be sold by the selling shareholders.
The
Company will not sell any shares pursuant to this prospectus. The shares
offered
for sale:
| · |
are
presently issued and outstanding, or
|
| · |
underlie
certain existing warrants to purchase shares of our common
stock.
|
This
offering is not being underwritten. The selling shareholders will pay all
underwriting discounts and selling commissions, if any, applicable to the
sale
of the shares.
Nano-Proprietary,
Inc. will receive the proceeds from the exercise of the warrants but will
not
receive any proceeds from the sale of the shares of common stock by the selling
shareholders. The warrants covered by this prospectus have fixed exercise
prices
ranging from $1.00 to $2.00 and would provide proceeds of $130,000 to us,
if
exercised.
Nano-Proprietary,
Inc. will pay substantially all of the expenses of the registration of the
sale
of the shares. Nano-Proprietary, Inc. has agreed to indemnify certain of
the
selling shareholders against certain civil liabilities, including liabilities
under the Securities Act of 1933. See “Plan of Distribution and Selling
Shareholders.”
See
“Risk Factors” beginning on page 4 for a discussion of certain risk factors that
you should consider. You should read the entire prospectus before making
an
investment decision.
Nano-Proprietary,
Inc.’s common stock is traded and quoted on the OTC Bulletin Board under the
symbol “NNPP”. On June 21, 2006, the closing price of the common stock as
reported on the OTC Bulletin Board was $1.99 per share.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined if this prospectus
is
truthful or complete. Any representation to the contrary is a criminal
offense.
_______________
The
date
of this Prospectus is June 28, 2006.
PROSPECTUS
SUMMARY
The
following summary highlights all of the material information from this document.
You should read carefully this entire document and the documents to which
we
have referred you. Unless the context otherwise requires, the term
“Nano-Proprietary, Inc.” refers to Nano-Proprietary, Inc. and its
subsidiaries.
Nano-Proprietary,
Inc.
The
executive offices of Nano-Proprietary, Inc. are located at 3006 Longhorn
Boulevard, Suite 107, Austin, Texas 78758, and its telephone number is (512)
339-5020.
The
Offering
This
prospectus relates to 2,405,393 shares of common stock, par value $.001
per
share, of Nano-Proprietary, Inc., a Texas corporation, which may be offered
for
sale by certain shareholders of the Company from time to time. The shares
offered for sale:
| · |
are
presently issued and outstanding, or
|
| · |
underlie
certain existing warrants to purchase shares of our common
stock.
|
As
of June 21, 2006, the Company had a total of 100,496,440 common shares
outstanding. The following securities are covered by this
Prospectus:
|
Security
Designation
|
Shares
covered
by
Propectus
|
|
|
|
||
|
Common
Stock
|
2,310,393
|
|
|
Common
stock underlying warrants
|
95,000
|
These
warrants have fixed exercise prices ranging from $1.00 to $2.00 per share.
The
warrants expire at various dates through 2006.
Plan
of Distribution
This
offering is not being underwritten. The selling shareholders directly, through
agents designated by them from time to time or through dealers or underwriters
also to be designated, may sell the shares from time to time, in or through
privately negotiated transactions, or in one or more transactions, including
block transactions, on the OTC Bulletin Board or on any stock exchange on
which
the shares may be listed in the future pursuant to and in accordance with
the
applicable rules of such exchange or otherwise. The selling price of the
shares
may be at market prices prevailing at the time of sale, at prices related
to
such prevailing market prices or at negotiated prices. To the extent required,
the specific shares to be sold, the names of the selling shareholders, the
respective purchase prices and public offering prices, the names of any such
agent, dealer or underwriter and any applicable commission or discounts with
respect to a particular offer will be described in an accompanying prospectus.
In addition, any securities covered by this prospectus which qualify for
sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
prospectus. See “Plan of Distribution and Selling Shareholders.” We will keep
this prospectus current until the expiration dates of the warrants, even
if the
warrants which underlie certain shares of our common stock subject to this
prospectus are out of the money.
2
We
will
receive the proceeds from the exercise of the warrants, but will not receive
any
proceeds from the sale of the shares by the selling shareholders. The total
number of warrants outstanding is 95,000. These warrants have fixed exercise
prices ranging from $1.00 to $2.00 per share. The maximum amount of money
that
we will receive from the proceeds of the exercise of these warrants is $130,000.
We have agreed to pay all of the expenses of the registration of the shares.
The
selling shareholders must pay any commissions and discounts of underwriters,
dealers or agents. We have agreed to indemnify certain of the selling
shareholders against certain civil liabilities under the Securities Act.
See
“Plan of Distribution and Selling Shareholders.”
Selling
Shareholders as Underwriters
The
selling shareholders and any broker-dealers, agents or underwriters that
participate with the selling shareholders in the distribution of any of the
shares may be deemed to be “Underwriters” within the meaning of the Securities
Act, and any commissions received by them and any profit on the resale of
the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. See “Plan of Distribution and Selling
Shareholders.” No selling shareholders are broker-dealers or affiliates of
broker-dealers.
Recent
Developments
We
completed a private placement of shares of our common stock in February 2006.
As
a result of this private placement we issued 750,000 shares of our common
stock
in exchange for gross proceeds of $1,500,000. There were no significant expenses
associated with the sale of these shares. We expect the proceeds of this
transaction, when combined with our existing cash and expected revenues,
will
enable us to operate until at least the end of 2006.
Risk
Factors
See
“Risk
Factors” beginning on page 4 of this prospectus for a discussion of certain
factors related to the Company and the common stock offered in this
prospectus.
3
RISK
FACTORS
The
common stock being offered hereby involves a high degree of risk. You should
carefully consider the following risk factors in addition to other information
contained in this prospectus in deciding whether to invest in our shares
of
common stock.
Our
success is dependent on our principal technologies
Our
technologies, which include sensors, field emission displays, nano-electronics,
and functional nano-materials, are emerging technologies. Our financial
condition and prospects are dependent upon our licensing these technologies
to
others. Additional R&D needs to be conducted on many of our technologies
before others can produce products using this technology. Market acceptance
of
products using our technology will be dependent upon the acceptance within
the
industries of those products of the quality, reliability, performance,
efficiency, and breadth of application and cost-effectiveness of the products.
There can be no assurances that these products will be able to gain commercial
market acceptance.
Products
using our technology may not be accepted by the market
Since
our
inception, we have focused our product development and R&D efforts on
technologies that we believe will be a significant advancement over currently
available technologies. With any new technology, there is a risk that the
market
may not appreciate the benefits or recognize the potential applications of
the
technology. Market acceptance of products using our technology will depend,
in
part, on our ability to convince potential customers of the advantages of
such
products as compared to competitive products. It will also depend upon our
ability to train manufacturers and others to use our products.
We
may not be able to provide system integration
In
order
to prove that our technologies work and will produce a complete product,
we must
ordinarily integrate a number of highly technical and complicated subsystems
into a fully integrated prototype. There is no assurance that we will be
able to
successfully complete the development work on some of our proposed products
or
that there will ultimately be any market for those products.
Many
products that may be developed using our technology will have to be integrated
into end-user products by manufacturers of those products. Although we intend
to
develop products to be integrated into existing manufacturing capabilities,
manufacturers may be required to make modifications to, or expand their
manufacturing capabilities. Manufacturers may not elect to integrate products
using our technology into their end-user products, or they may not devote
adequate resources to modifying their manufacturing capabilities so that
our
technologies can be successfully incorporated into their end-user products.
The
complexity of integration may delay the introduction of products using our
technology.
We
have limited manufacturing capacity and experience
We
have
no established commercial manufacturing facilities in the areas in which
we are
conducting our principal research. At the present time, we have no intention
of
establishing a manufacturing facility related to our field emission technology,
sensors, nanomaterials which include using composites, or any other aspects
of
our technology. We are focusing our efforts on licensing our technology to
others for use in their manufacturing processes. To the extent that any of
our
other products require manufacturing facilities, we intend to contract with
a
qualified manufacturer.
4
We
have limited resources and our focus on particular products may result in
our
failure to capitalize on other opportunities
We
have
limited resources available to successfully develop and commercialize our
technology. As of June 21, 2006, we had 31 full-time employees. There
is a wide array of potential applications for our technology and our limited
resources require us to focus on specific product areas, while ignoring
others.
Our
development partners have certain rights to jointly developed property and
to
license our technology
We
have
committed to license our technology to our development partners upon completion
of certain development projects that are in process. The terms of any such
license have not yet been determined. One of our development partners, a
large
Japanese display company, has paid us $2.0 million for research services
and has
the right to offset this payment against any future license fee payments
due as
a result of an existing license agreement that we have with this company.
Our
development partners in the HYFED™ project also have rights to any jointly
developed property; however, any such jointly developed property would be
based,
at least in part, on our underlying technology and would require our partners
to
enter into an agreement with us. See also “Our technology
development is in its early stages and the outcome is uncertain”
above
for further discussion.
Our
technology development is in its early stages and the outcome is
uncertain
Our
many
applications of nanotechnologies, and certain products that use these
technologies, will require significant additional development, engineering,
testing and investment prior to commercialization. We are exploring the use
of
our technology in several different types of products, in addition to the
cathodes that we have developed that currently use carbon nanotube technology.
We have developed proof of concepts of potential products based on carbon
nanotube technologies. In some cases, we are developing products jointly
with
others based on our technology. Upon successful completion of the development
process, our development partners will be required to license our technology
to
produce and sell the products. Our development partners retain all rights
to any
intellectual property that they develop in the process.
If
any of
the potential products that are being developed using our technologies are
successfully developed, it may not be possible for potential licensees to
produce these products in significant quantities at a price that is competitive
with other similar products. At the present time, the only significant revenue
that we receive related to our technology is related to reimbursed research
expenditures, and development fees. These revenues are identified in our
quarterly filings on Form 10-Q and our annual filings on Form 10-K as revenues
of our Applied Nanotech, Inc. subsidiary in the related “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” sections. We also
anticipate receiving up-front license fees in 2006.
The
health effects of nanotechnology are unknown
There
is
no scientific agreement on the health effects of nanomaterials, but some
scientists believe that in some cases, nanomaterials may be hazardous to
an
individual’s health or the environment. The science of nanotechnology is based
on arranging atoms in such a way as to modify or build materials not made
in
nature; therefore the effects are unknown. The Company takes appropriate
precautions for its employees working with carbon nanotubes and believes
that
any health risks related to carbon nanotubes used in potential products can
be
minimized. Future research into the effects of nanomaterials in general,
and
carbon nanotubes in particular, on health and environmental issues may have
an
adverse effect on products using our technology.
5
Rapid
technological changes could render our technology obsolete and we may not
remain
competitive
The
display industry and other industries in which we compete are highly competitive
and are characterized by rapid technological change. Our existing and proposed
products will compete with other existing products and may compete against
other
developing technologies. Development by others of new or improved products,
processes or technologies may reduce the size of potential markets for our
products. There is no assurance that other products, processes or technologies
will not render our proposed products obsolete or less competitive. Many
of our
competitors have greater financial, managerial, distribution, and technical
resources than we do. We will be required to devote substantial financial
resources and effort to further R&D. There is no assurance that we will
successfully differentiate our technology from our competitors' technology,
or
that we will adapt to evolving markets and technologies, develop new
technologies, or achieve and maintain technological advantages.
We
have no current royalty agreements producing significant
revenue
Our
future strategy is dependent on licensing our technology to other companies
and
obtaining royalties based on products that these licensees develop and sell.
We
have no plans to manufacture and sell any carbon nanotube field emission
products ourselves, and as such, we have no carbon nanotube field emission
product revenues. We signed a license agreement in 1999, for a one-time,
up
front, payment of approximately $5.6 million. This was a non-exclusive license
to Canon, Inc. that covered substantially all of our field emission patents,
but
excluding the basic carbon nanotube patent and specific applications for
other
field emission display patents including, but not limited to, large area
color
displays. This license will produce no future revenue unless Canon decides
to
license the additional patents or the excluded field emission display
applications. In 2002, we signed another license agreement with a large Japanese
display manufacturer. This license agreement calls for us to be paid royalties
equal to 2% of the licensee’s sales of products using our technology. The
licensee also will receive credit against royalties due under the agreement
for
$2 million of research funding and up-front payments that the licensee has
provided to us from 2001 to 2003. Accordingly, no royalties will be due under
the agreement until sales of the licensee’s products exceed $100
million.
We
expect
to license our technology to be used in other applications. See additional
discussion in the risk factor “Our
technology development is in its early stages and the outcome is
uncertain”.
It is
our intention that all future license agreements will include a provision
that
requires the payment of ongoing royalties, although there is no assurance
that
will occur.
The
loss of key personnel could adversely affect our business
Our
future success will depend on our ability to attract and retain highly qualified
scientific, technical and managerial personnel. Competition for such personnel
may be intense. We may not be able to attract and retain all personnel necessary
for the development of our business. In addition, much of the know-how and
processes developed by us reside in our key scientific and technical personnel.
The loss of the services of key scientific, technical and managerial personnel
could have a material adverse effect on us until we are able to replace those
personnel.
We
are dependent on the availability of materials and
suppliers
The
materials used in producing current and future products using our technology
are
purchased from other vendors. We anticipate that the majority of raw materials
used in products to be developed by us will be readily available to
manufacturers. However, there is no assurance that the current availability
of
these materials will continue in the future, or if available, will be procurable
at favorable prices.
6
We
have a history of net losses
We
have a
history of net losses. From our inception through December 31, 2005, we incurred
net losses of approximately $85 million. Our only profitable year was 1999,
based on the strength of a license agreement of approximately $5.6 million
signed in March 1999. We have incurred net income and losses as
shown below:
|
Year
Ended December 31
|
|
Net
Income
(Loss)
|
|
|
|
|
|
1995
|
|
($14,389,856)
|
|
1996
|
|
($13,709,006)
|
|
1997
|
|
($6,320,901)
|
|
1998
|
|
($3,557,548)
|
|
1999
|
|
$1,118,134
|
|
2000
|
|
($7,671,014)
|
|
2001
|
|
($5,081,559)
|
|
2002
|
|
($4,908,856)
|
|
2003
|
($4,214,202)
|
|
|
2004
|
($4,612,026)
|
|
|
2005
|
($4,661,534)
|
Although
we expect to be profitable in the future, we may not be. Our profitability
in 2006 is dependent on the signing of additional license agreements or
obtaining additional research funding. We may, however, continue to incur
additional operating losses for an extended period of time as we continue
to
develop our technologies. We do, however, expect the magnitude of those losses,
if they continue, to decrease. We have funded our operations to date primarily
through the proceeds from the sale of our equity securities and debt offerings.
We are primarily a contract research and development organization and are
dependent on license agreements and research funding to achieve profitability.
In order to continue development of our technology, we anticipate that
substantial research and development expenditures will continue to be
incurred.
We
are exposed to litigation liability
We
have
lawsuits that arise in the normal course of business. We have been subject
to
litigation in the past and have settled litigation in the past that has in
rare
instances resulted in material payments. We expect all current lawsuits to
be
resolved with no material negative impact on our financial statements, and
we
are unaware of any other potential significant litigation. If we were to
become
subject to a judgment that exceeds our ability to pay, that judgment would
have
a material impact on our financial condition and could affect our ability
to
continue in existence.
7
Our
revenues have been dependent on government contracts in the
past
In
many
years, a significant part of our revenues is derived from contracts with
agencies of the United States government. Following is a summary of those
revenues for the past eleven years:
|
Year
Ended December 31
|
|
Revenues
from
Government
Contracts
|
|
Percentage
of
Total
Revenue
|
|
1995
|
|
$1,009,000
|
|
33%
|
|
1996
|
|
$2,869,000
|
|
50%
|
|
1997
|
|
$854,000
|
|
24%
|
|
1998
|
|
$0
|
|
0%
|
|
1999
|
|
$0
|
|
0%
|
|
2000
|
|
$352,341
|
|
13%
|
|
2001
|
|
$466,680
|
|
15%
|
|
2002
|
|
$254,152
|
|
18%
|
|
2003
|
|
$339,790
|
|
44%
|
|
2004
|
|
$305,721
|
|
80%
|
|
2005
|
|
$208,211
|
|
37%
|
We
currently have commitments for future government funding of approximately
$2.6
million. We do not intend to seek any government funding unless it directly
relates to achievement of our strategic objectives.
Contracts
involving the United States government are, or may be, subject to various
risks
including, but not limited to, the following:
|
·
|
Unilateral
termination for the convenience of the
government
|
|
·
|
Reduction
or modification in the event of changes in the government's requirements
or budgetary constraints
|
|
·
|
Increased
or unexpected costs causing losses or reduced profits under fixed-price
contracts or unallowable costs under cost reimbursement
contracts
|
|
·
|
Potential
disclosure of our confidential information to third
parties
|
|
·
|
The
failure or inability of the prime contractor to perform its prime
contract
in circumstances where
we are a subcontractor
|
|
·
|
The
failure of the government to exercise options provided for in the
contracts
|
|
·
|
The
right of the government to obtain a non-exclusive, royalty free,
irrevocable world-wide license to technology developed under
contracts funded by the government if we fail to continue to develop
the technology
|
8
We
have technologies subject to licenses
As
a
licensee of certain research technologies through license and assignment
agreements with Microelectronics and Computer Technology Corporation (“MCC”), we
have acquired rights to develop and commercialize certain research technologies.
In certain cases, we are required to pay royalties on the sale of products
developed from the licensed technologies and fees on revenues from sublicensees.
We also have to pay for the costs of filing and prosecuting patent applications.
The agreement is subject to termination by either party, upon notice, in
the
event of certain defaults by the other party. We consider it unlikely that
any
royalty payments would be required to be made to MCC based on the substantial
amounts of revenues that would have to be generated to offset the costs of
maintaining the patents over the years.
We
have
also licensed certain patents related to carbon nanotube technology from
Till
Keesman (“the Keesman patents”). We licensed 6 patents in 2000 in exchange for a
payment of $250,000. Under the terms of the agreement, we are obligated to
pay
license fees equal to 50% of any royalties received by the Company related
to
these patents. We are allowed to offset certain expenses, up to a maximum
of
$50,000 per year, against payments due under this agreement. The agreement
also
contains provisions related to minimum license fee payments. A total of
$1,000,000 of minimum payments has been made, with the last payment made
in May
2004. No future minimum payments are due and the minimum payments made to
date
can be offset against future royalties due under the license agreement. No
license agreements have yet been signed that involve the Keesman patents.
Certain of the products that we are developing may, in part, be based on
some of
the patents that we have licensed.
We
may be unable to enforce or defend our ownership and use of proprietary
technology
Our
ability to compete effectively with other companies will depend on our ability
to maintain the proprietary nature of our technology. Although we have been
awarded patents, have filed applications for patents, or have licensed
technology under patents that we do not own, the degree of protection offered
by
these patents or the likelihood that pending patents will be issued is
uncertain. Competitors in both the United States and foreign countries, many
of
which have substantially greater resources and have made substantial investment
in competing technologies, may already have, or may apply for and obtain
patents
that will prevent, limit or interfere with our licensee’s ability to make and
sell our products using our technology. Competitors may also intentionally
infringe on our patents. The defense and prosecution of patent suits is both
costly and time-consuming, even if the outcome is favorable to us. In foreign
countries, the expenses associated with such proceedings can be prohibitive.
In
addition, there is an inherent unpredictability in obtaining and enforcing
patents in foreign countries. An adverse outcome in the defense of a patent
suit
could subject us to significant liabilities to third parties. Although third
parties have not asserted infringement claims against us, there is no assurance
that third parties will not assert such claims in the future. A major law
firm
has reviewed our patent portfolio and agreed to handle litigation related
to
certain of our patents on a contingency basis.
We
also
rely on unpatented proprietary technology, and there is no assurance that
others
will not independently develop the same or similar technology, or otherwise
obtain access to our proprietary technology. To protect our rights in these
areas, we require employees, consultants, advisors and collaborators to enter
into confidentiality agreements. These agreements may not provide meaningful
protection for our trade secrets, know-how, or other proprietary information
in
the event of any unauthorized use, misappropriation or disclosure of such
trade
secrets, know-how, or other proprietary information. While we have attempted
to
protect proprietary technology that we develop or acquire and will continue
to
attempt to protect future proprietary technology through patents, copyrights
and
trade secrets, we believe that our success will depend upon further innovation
and technological expertise.
9
We
may have future capital needs and the source of that funding is
uncertain
We
expect
to continue to incur substantial expenses for R&D, product testing, and
administrative overhead. The majority of R&D expenditures are for the
development of our technologies. Some of the proposed products using our
technology may not be available for commercial sale or routine use in the
immediate future. Commercialization of existing and proposed products that
would
use our technology may require additional capital in excess of that currently
available to us. A shortage of capital could prevent us from achieving
profitability for an extended period of time. Because the timing and receipt
of
revenues from the sale of products using our technology will be tied to the
achievement of certain product development, testing, manufacturing and marketing
objectives, which cannot be predicted with certainty, there may be substantial
fluctuations in our results of operations. If revenues do not increase as
rapidly as anticipated, or if product development and testing require more
funding than anticipated, we may be required to curtail our activities and/or
seek additional financing from other sources. We may seek additional financing
through the offer of debt, equity, or any combination of the two at any time,
although we do not expect to seek any significant additional financing for
the
remainder of the year.
We
have
developed a plan to allow us to maintain operations until we are able to
sustain
ourselves and we believe our current cash levels are sufficient to fund
operations until we reach that point. We have the existing resources, including
expected revenue, to continue operations for a period through at least the
end
of 2006. Our plan is primarily dependent on raising funds through the licensing
of our technology and revenue generated from performing contract research
services. We intend to raise additional capital through debt or equity
offerings, only if necessary. We expect to sign significant license and
development contracts within the next year, although there is no assurance
that
this will occur.
Our
plan
is based on current development plans, current operating plans, the current
regulatory environment, historical experience in the development of electronic
products and general economic conditions. Changes could occur which would
cause
certain assumptions on which this plan is based to be no longer valid. Our
plan
is primarily dependent on increasing revenues, licensing our technology,
and
raising additional funds through additional debt and equity offerings, only
if
necessary. If adequate funds were not available from operations or additional
sources of financing, we may have to eliminate, or reduce substantially,
expenditures for research and development, and testing of our products. We
may
have to obtain funds through arrangements with other entities that may require
us to relinquish rights to certain of our technologies or products. These
actions could materially and adversely affect us.
The
market for our common stock is volatile
The
market price of the shares of Nano-Proprietary, Inc. common stock, like that
of
the common stock of many emerging technology companies, has fluctuated
significantly in recent years and will likely continue to fluctuate in the
future. The prices of securities of emerging technology companies currently
rise
rapidly in response to certain events, such as announcements concerning product
developments, licenses and patents, although the outcome of such events may
not
be fully determined. It is expected that these reactions will continue in
the
future. Similarly, prices of such securities may fall rapidly if unfavorable
results are encountered in product development or market acceptance. In the
event that Nano-Proprietary, Inc. achieves earnings from the sale of products,
securities analysts may begin predicting quarterly earnings. The failure
of our
earnings to meet analysts’ expectations could result in a significant rapid
decline in the market price of our common stock. In addition, the stock market
has experienced and continues to experience extreme price and volume
fluctuations which have affected the market price of the equity securities
of
many technology companies and which have often been unrelated to the operating
performance of those companies. Such broad market fluctuations, as well as
general economic and political conditions, may adversely affect the market
price
of the common stock.
10
Our
Restated Articles of Incorporation and Bylaws may inhibit a
takeover
Nano-Proprietary,
Inc.’s Restated Articles and Bylaws contain a number of provisions which could
make its acquisition by means of an unsolicited tender offer, a proxy contest
or
otherwise, more difficult, including the following:
|
·
|
the
Board is authorized to issue series of preferred stock that could,
depending on the terms of such series, impede the completion of
a merger,
tender offer or other takeover
attempt;
|
|
·
|
the
Board of Directors is divided into three classes of directors,
with the
result that approximately one-third of the Board of Directors are
elected
each year; and
|
|
·
|
except
in limited circumstances, no shares of our preferred stock may
be issued
or sold to any officer or director of Nano-Proprietary, Inc. or
any
shareholder owning more than five percent (5%) of Nano-Proprietary,
Inc.’s
common stock without the affirmative vote of a majority of its
disinterested shareholders.
|
See
“Description of Capital Stock - Certain Provisions of the Articles of
Incorporation, Bylaws and Texas Law.”
Our
Restated Articles and Bylaws limit our directors’ liability and provide for
indemnification of directors and officers
Nano-Proprietary,
Inc.’s Restated Articles provide that a director will only be liable to
Nano-Proprietary, Inc. for the following:
| · |
breaches
of his duty of loyalty to Nano-Proprietary, Inc. and its shareholders,
|
|
·
|
acts
or omissions not in good faith or which constitute a breach of
duty of a
director of Nano-Proprietary, Inc. or involves intentional misconduct
or a
knowing violation of law,
|
|
·
|
transactions
from which a director receives an improper benefit, whether or
not the
benefit resulted from an action taken within the scope of the director’s
office,
|
|
·
|
acts
or omissions for which liability is specifically provided by statute,
and
|
|
·
|
acts
relating to unlawful stock purchases or payments of dividends.
|
Thus,
Nano-Proprietary, Inc. may be prevented from recovering damages for certain
alleged errors or omissions by its directors.
The
Bylaws also provide that, under certain circumstances, Nano-Proprietary,
Inc.
will indemnify its officers and directors for liabilities incurred in connection
with their good faith acts. Such an indemnification payment might deplete
our
assets. While Texas law permits a shareholder to bring a derivative action
on
behalf of a corporation, the law relating to the remedies available to corporate
shareholders is constantly changing. Shareholders who have questions concerning
the fiduciary obligations of the officers and directors of Nano-Proprietary,
Inc. should consult with independent legal counsel. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of Nano-Proprietary, Inc. pursuant to the
foregoing provisions, or otherwise, Nano-Proprietary, Inc. has been advised
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act
and
is, therefore, unenforceable.
11
Shares
of our common stock are eligible for future sale
As
of June 21, 2006, there were 100,496,440 shares of Nano-Proprietary, Inc.
common stock outstanding, of which 94,524,938 shares of such common stock
were
freely tradable without restriction or further registration under the Securities
Act by persons other than “affiliates” of Nano-Proprietary, Inc. As of that
date, the remaining shares of Nano-Proprietary, Inc. common stock were
deemed
“restricted securities,” as defined in Rule 144 under the Securities Act, and
may not be resold in the absence of registration under the Securities Act
or
pursuant to an exemption from such registration, including exemptions provided
by Rule 144 under the Securities Act. Under Rule 144, persons who have
held
securities for a period of at least one year may sell a limited amount
of such
securities without registration under the Securities Act. Rule 144(k) also
permits, under certain circumstances, persons who are not affiliates of
Nano-Proprietary, Inc., to sell their restricted securities without quantity
limitations once they have completed a two-year holding
period.
The
Registration Statement, of which this Prospectus is a part, pertains to
2,310,393 shares of common stock which are currently “restricted securities”;
and 95,000 shares of common stock which underlie existing warrants.
Nano-Proprietary, Inc. is obligated to maintain the effectiveness of the
Registration Statement for varying periods of time, pursuant to separate
agreements with certain groups of the selling shareholders.
In
addition to the shares of common stock which are outstanding as of June 21,
2006, a total of 8,724,260 shares of common stock have been reserved for
issuance pursuant to our stock option plans. An additional 95,000 shares
of
common stock have also been reserved for issuance upon the exercise of
warrants
that have been issued by Nano-Proprietary, Inc.
No
prediction can be made as to the effect, if any, that future sales, or the
availability of shares of Nano-Proprietary, Inc. common stock for future
sales,
will have on the market price prevailing from time to time. Sales of substantial
amounts of Nano-Proprietary, Inc. common stock by Nano-Proprietary, Inc.
or by
shareholders who hold “restricted securities,” or the perception that such sales
may occur, could adversely affect prevailing market prices for the common
stock.
The
price
of our common stock could be adversely affected by the sale of stock by selling
shareholders.
Sales
of
or offers to sell substantial blocks of common stock currently held by certain
shareholders, or the perception by investors, investment professionals or
securities analysts of the possibility that such sales may occur could adversely
affect the price of and market for the common stock.
Upon
registration in accordance with its obligations, the selling shareholders
will
be permitted to sell up to 2,405,393 shares of common stock, of which 95,000
are
shares of common stock subject to issuance upon the exercise of certain
warrants. The shares (assuming the exercise of all warrants subject to
the
Registration Statement) represent approximately 2.39% of the shares of
common
stock outstanding on the date hereof. A total of 1,455,393 of these shares
were
previously registered and this registration statement only updates the
previous
registration statement. We will not receive any proceeds from sales of
shares
held by such selling shareholders. Nano-Proprietary, Inc. will receive
the
proceeds from the exercise of any warrants to purchase shares of common
stock.
The exercise prices of the warrants range from $1.00 to $2.00 per share
of
Nano-Proprietary, Inc.’s common stock. It is unlikely that significant amounts
of the warrants will be exercised until the trading price of the common
stock
significantly exceeds the exercise price of the warrants, if at all.
12
There
are risks associated with forward-looking statements
This
prospectus contains some forward-looking statements. Forward-looking statements
give our current expectations or forecasts of future events. You can identify
these statements by the fact that they do not relate strictly to historical
or
current facts. They use words such as “anticipate”, “believe”, “expect”,
“estimate”, “project”, “intend”, “plan”, and other words and terms of similar
meaning in connection with any discussion of future operating or financial
performance. In particular, these include statements relating to future actions,
prospective products or product approvals, future performance or results
of
current and anticipated products, sales efforts, expenses, the outcome of
contingencies such as legal proceedings, and financial results. From time
to
time, we also may provide oral or written forward-looking statements in other
materials we release to the public.
Any
or
all of our forward-looking statements in this report and in any other public
statements we make may turn out to be wrong. They can be affected by inaccurate
assumptions we might make or by known or unknown risks or uncertainties.
Many
factors mentioned in the following discussion, for example, product development,
competition, and the availability of funding, will be important in determining
future results. Consequently, no forward-looking statement can be guaranteed.
Actual future results may vary materially.
We
undertake no obligation to publicly update any forward-looking statements,
whether as the result of new information, future events, or otherwise. You
are
advised, however, to consult any further disclosures we make on related subjects
in our 10-Q, 8-K, and 10-K reports to the SEC. Also note that we have provided
the above cautionary discussion of risks, uncertainties, and possibly inaccurate
assumptions relevant to our business. These are factors that we think could
cause our actual results to differ materially from expected and historical
results. Other factors besides those listed above could also adversely affect
the Company. This discussion is provided as permitted by the Private Securities
Litigation Reform Act of 1995.
13
USE
OF
PROCEEDS
The
selling shareholders will receive all of the net proceeds from the sale of
the
shares of Nano-Proprietary, Inc. common stock sold. Pursuant to this prospectus,
Nano-Proprietary, Inc. will not receive any of the proceeds from the sale
of the
shares by the selling shareholders. Nano-Proprietary, Inc. will receive the
proceeds from the exercise of the warrants, which proceeds will be used for
working capital. The exercise prices of the warrants ranges from $1.00 to
$2.00
per share of Nano-Proprietary, Inc.’s common stock. It is unlikely that
significant amounts of the warrants will be exercised until the trading price
of
the common stock exceeds the exercise price of the warrants, if at
all.
PLAN
OF
DISTRIBUTION AND SELLING
SHAREHOLDERS
General
We
are
registering the shares of common stock on behalf of the Selling Shareholders.
Sales of shares may be made by the Selling Shareholders, including their
respective donees, transferees, pledgees or other successors-in-interest
directly to purchasers or to or through underwriters, broker-dealers or through
agents. The Selling Shareholders hold shares of Nano-Proprietary’s common stock
which are (1) currently “restricted securities”, or (2) issuable upon exercise
of certain outstanding warrants to purchase shares of Nano-Proprietary’s common
stock. Sales may be made from time to time on the NASDAQ OTC BB or any other
exchange upon which our shares may trade in the future at market prices
prevailing at the time of sale, at prices related to market prices, or at
negotiated or fixed prices. The shares may be sold by one or more of, or
a
combination of, the following:
|
·
|
a
block trade in which the broker-dealer so engaged 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 such broker-dealer,
including resale for its account, pursuant to this
prospectus;
|
|
·
|
ordinary
brokerage transactions and transactions in which the broker solicits
purchases;
|
|
·
|
through
options, swaps or derivatives;
|
|
·
|
in
privately negotiated transactions;
|
|
·
|
in
making short sales or in transactions to cover short sales;
and
|
|
·
|
put
or call option transactions relating to the
shares.
|
The
Selling Shareholders may effect these transactions by selling shares directly
to
purchasers or to or through broker-dealers, which may act as agents or
principals. These broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or
the
purchasers of shares for whom such broker-dealers may act as agents or to
whom
they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). The Selling
Shareholders may also sell shares of common stock short and deliver shares
covered by this prospectus to close out short positions, provided that the
short
sale is made after the registration statement is declared effective and a
copy
of this prospectus is delivered in connection with the short sale. The Selling
Shareholders have advised us that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of their securities.
14
The
Selling Shareholders may enter into hedging transactions with broker-dealers
or
other financial institutions. In connection with those transactions, the
broker-dealers or other financial institutions may engage in short sales
of the
shares or of securities convertible into or exchangeable for the shares in
the
course of hedging positions they assume with the Selling Shareholders. The
Selling Shareholders may also enter into options or other transactions with
broker-dealers or other financial institutions which require the delivery
of
shares offered by this prospectus to those broker-dealers or other financial
institutions. The broker-dealer or other financial institution may then resell
the shares pursuant to this prospectus (as amended or supplemented, if required
by applicable law, to reflect those transactions).
The
Selling Shareholders and any broker-dealers that act in connection with the
sale
of shares may be deemed to be “underwriters” within the meaning of Section 2(11)
of the Securities Act of 1933, and any commissions received by broker-dealers
or
any profit on the resale of the shares sold by them while acting as principals
may be deemed to be underwriting discounts or commissions under the Securities
Act. The Selling Shareholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the shares
against liabilities, including liabilities arising under the Securities Act.
The
Company has agreed to indemnify each of the Selling Shareholders and each
Selling Shareholder has agreed, severally and not jointly, to indemnify the
Company against some liabilities in connection with the offering of the shares,
including liabilities arising under the Securities Act.
Those
Selling Shareholders that may be deemed to be “underwriters” within the meaning
of Section 2(11) of the Securities Act will be subject to the prospectus
delivery requirements of the Securities Act. Resales and reoffers of the
shares
by the Selling Shareholders must also be accompanied by the delivery of
a copy
of the prospectus. Copies of the prospectus shall be delivered to each
Selling
Shareholder after the registration statement, of which this prospectus
is a
part, is declared effective, along with a copy of Nano-Proprietary’s Form 10-K
for the fiscal year ended December 31, 2005. Each person to whom a prospectus
is
delivered shall also be provided, without charge, a copy of Nano-Proprietary’s
latest Form 10-Q. To the extent required by applicable law, the specific
shares
to be sold, the names of the Selling Shareholders, the respective purchase
prices and public offering prices, the names of any agent, dealer or
underwriter, and any applicable commissions or discounts with respect to
a
particular offer will be set forth in an accompanying
prospectus.
We
have
informed the Selling Shareholders that the anti-manipulative provisions of
Regulation M promulgated under the Securities Exchange Act of 1934 may apply
to
their sales in the market.
Selling
Shareholders also may resell all, or a portion, of the shares in open market
transactions in reliance upon Rule 144 under the Securities Act, provided
they
meet the criteria and conform to the requirements of Rule 144.
There
can
be no assurance that the Selling Shareholders will sell any or all of the
shares
offered by them in this prospectus. Nano-Proprietary has filed the registration
statement, of which this prospectus forms a part, to comply with the exercise
by
certain Selling Shareholders of demand registration rights granted to such
Selling Shareholders, and to comply with certain “piggyback” registration rights
granted to other Selling Shareholders.
15
Upon
being notified by a Selling Shareholder that a material arrangement has been
entered into with a broker-dealer for the sale of shares through a block
trade,
special offering, exchange distribution or secondary distribution or a purchase
by a broker or dealer, we will file a supplement to this prospectus, if required
pursuant to Rule 424(b) under the Securities Act, disclosing:
|
·
|
the
name of each such Selling Shareholder and of the participating
broker-dealer(s);
|
| · |
the
number of shares involved;
|
| · |
the
initial price at which the shares were
sold;
|
| · |
the
commissions paid or discounts or concessions allowed to the
broker-dealer(s), where applicable;
|
| · |
that
such broker-dealer(s) did not conduct any investigation to verify
the
information set out or incorporated by reference in this prospectus;
and
|
| · |
other
facts material to the transactions.
|
In
addition, we will file a supplement to this prospectus when a Selling
Shareholder notifies us that a donee or pledgee intends to sell more than
500
shares of common stock.
Expenses
Associated with Registration
We
are
paying all expenses and fees in connection with the registration of the shares.
The Selling Shareholders will bear all brokerage or underwriting discounts
or
commissions paid to broker-dealers in connection with the sale of the
shares.
2006
Private Placements
In
February 2006, in a private placement, Nano-Proprietary, Inc. issued a total
of
750,000 shares of its common stock and received net proceeds of $1,500,000.
These shares were issued pursuant to Rule 506 of Regulation D.
2005
Private Placements
In
February 2005, in a private placement, Nano-Proprietary, Inc. issued a total
of
1,200,000 shares of its common stock and received net proceeds of $3,000,000.
In
October 2005, in a private placement, Nano-Proprietary, Inc. issued a total
of
482,393 shares of its common stock and received net proceeds of $1,000,000.
All
of these shares were issued pursuant to Rule 506 of Regulation D.
Other
Selling Shareholders
Nano-Proprietary,
Inc. has agreed to give the shareholders listed herein as the Other Selling
Shareholders “piggyback” registration rights regarding shares underlying certain
warrants and shares held by these holders. Pursuant to these “piggyback” rights,
Nano-Proprietary, Inc. agreed to use its best efforts to have the common
stock
and the common stock issuable upon the exercise of these warrants included
in
the Registration Statement, of which this prospectus is a part.
16
Selling
Shareholders
This
prospectus covers offers of the shares of common stock owned by the Selling
Shareholders. The following table lists the names of the selling shareholders
as
well as (1) the number of shares of common stock, and (2) the number of
shares
of common stock underlying existing warrants held as of June 21, 2006.
Because Nano-Proprietary, Inc. does not know how many shares may be sold
by the
selling shareholders pursuant to this prospectus, no estimate can be given
as to
the number of the shares that will be held by the selling shareholders
upon
termination of this offering. None of the selling shareholders have, or
have had
within the last three years, any material relationship with us, or any
predecessor or affiliate.
SELLING
SHAREHOLDERS
TABLE
|
Shareholder
|
Number
of shares
of
common
stock
held and
offered
pursuant
to
this
Prospectus
|
Number
of shares
of
common
stock
underlying
warrants
offered
pursuant
to this
Prospectus
|
Percentage
of
interests
prior
to any
sales
made
pursuant
to this
Prospectus(1)
|
||||||
|
|
|
|
|
||||||
|
2005
PRIVATE PLACEMENTS
|
|
|
|
||||||
|
JLF
Partners I
|
329,000
|
*
|
|||||||
|
JLF
Partners II
|
26,000
|
*
|
|||||||
|
JLF
Offshore Partners
|
523,000
|
*
|
|||||||
|
Pinnacle
Fund, L.P.
|
482,393
|
*
|
|||||||
|
|
|||||||||
|
2006
PRIVATE PLACEMENTS
|
|
|
|
||||||
|
Karrison
Nichols
|
375,000
|
|
*
|
||||||
|
Pinnacle
Fund, L.P.
|
375,000
|
*
|
|||||||
|
|
|
|
|
||||||
|
OTHER
SELLING SHAREHOLDERS
|
|
|
|||||||
|
Advance
Technology Incubator, Inc.
|
200,000
|
*
|
|||||||
|
Katherine
D. Banks
|
|
80,000
|
*
|
||||||
|
John
E. Palmer
|
|
7,500
|
*
|
||||||
|
H.
Marcia Smolens
|
|
7,500
|
*
|
||||||
|
TOTAL
|
2,310,393
|
95,000
|
2.39%
|
||||||
|
|
||
|
*
|
Less
than 1%
|
|
|
(1)
|
This
percentage was calculated including shares issuable upon the exercise
of
warrants into shares of the Company’s Common Stock.
|
|
17
DESCRIPTION
OF
CAPITAL STOCK
The
authorized capital stock of Nano-Proprietary, Inc. consists of 120,000,000
shares of common stock, par value $.001 per share, and 2,000,000 shares of
preferred stock, par value $1 per share. The preferred stock may be issued
in
series; however no shares of preferred stock are currently either issued
or
outstanding.
After
giving effect to the exercise of all 95,000 warrants which are subject to
the
prospectus, there would be 100,591,440 shares of common stock issued and
outstanding. A total of 8,724,260 shares of common stock are reserved for
issuance under Nano-Proprietary, Inc.’s stock option plans.
Common
stock
The
holders of common stock are entitled to one vote per share, voting with the
holders of any other class of stock entitled to vote, without regard to class,
on all matters to be voted on by the shareholders, including the election
of
directors. All issued and outstanding shares of common stock are fully paid
and
nonassessable. The common stock is currently listed on the OTC Bulletin
Board.
Subject
to any prior and superior rights of the preferred stock, the holders of common
stock are entitled to receive dividends when, and if, declared by the Board
of
Directors from funds legally available. Currently, no series of preferred
stock
has rights that are prior and superior to the common stock with respect to
dividends.
In
the
event of any liquidation, dissolution or winding up of the affairs of
Nano-Proprietary, Inc., the holders of the common stock are entitled to receive,
pro rata, any assets of the company remaining after payment has been made
in
full to the holders of any series of preferred stock with a liquidation
preference.
Preferred
stock
The
preferred stock may be issued from time to time in one or more series as
may be
established and designated from time to time by the Board of Directors
by
resolution. The voting powers, preferences and relative, participating,
optional
and other special rights and the qualifications, limitations or restrictions
of
any series of preferred stock shall be as stated in the resolution or
resolutions of the Board of Directors that provides for the designation
of such
series. With the exception of shares issued pursuant to any duly adopted
stock
option plan of Nano-Proprietary, Inc., no shares of preferred stock may
be
issued to any officer or director of Nano-Proprietary, Inc. or any shareholder
who directly or indirectly owns greater than five percent (5%) of the issued
and
outstanding voting stock of Nano-Proprietary, Inc. or any affiliate of
such
persons, without the affirmative vote of a majority in interest of the
disinterested shareholders. Under the Texas Business Corporation Act, each
series of preferred stock is entitled to vote as a class with respect to
a
proposed amendment to Nano-Proprietary, Inc.’s Restated Articles of
Incorporation in certain circumstances. As of June 21, 2006, there is
no preferred stock of Nano-Proprietary, Inc. outstanding.
Shares
Eligible for Future Sale
As
of June 21, 2006, there were 100,496,440 shares of common stock
outstanding, of which 94,524,938 shares of common stock were freely tradable
without restriction or further registration under the Securities Act by
persons
other than “affiliates” of the Company. As of that date, the remaining shares of
common stock were deemed “restricted securities,” as defined in Rule 144 under
the Securities Act, and
18
may
not
be resold in the absence of registration under the Securities Act or pursuant
to
an exemption from such registration, including exemptions provided by Rule
144
under the Securities Act. Under Rule 144, persons who have held securities
for a
period of at least one year may sell a limited amount of such securities
without
registration under the Securities Act. Rule 144 also permits, under certain
circumstances, persons who are not affiliates of Nano-Proprietary, Inc.,
to sell
their restricted securities without quantity limitations once they have
completed a two-year holding period.
The
Registration Statement, of which this prospectus is a part, pertains
to:
| · |
2,310,393 shares
of common stock which are currently “restricted securities”;
and
|
| · |
95,000
shares of common stock which underlie existing
warrants.
|
We
are
obligated to maintain the effectiveness of the Registration Statement for
varying periods of time, pursuant to separate agreements with certain groups
of
the selling shareholders.
In
addition to the shares of common stock which are outstanding as of June 21,
2006, 8,724,260 shares of common stock have been reserved for issuance
pursuant
to Nano-Proprietary, Inc.’s stock option plans. A total of 95,000 shares of
common stock have also been reserved for issuance upon exercise of warrants
that
have been issued by Nano-Proprietary, Inc. (all of which are subject to
this
prospectus).
No
prediction can be made as to the effect, if any, that future sales, or the
availability of shares of common stock for future sales, will have on the
market
price prevailing from time to time. Sales of substantial amounts of common
stock
by Nano-Proprietary, Inc. or by shareholders who hold “restricted securities,”
or the perception that such sales may occur, could adversely affect prevailing
market prices for the common stock.
Transfer
Agent and Registrar
The
transfer agent and registrar for the common stock is Registrar and Transfer
Company, 10 Commerce Drive, Cranford, New Jersey 07016-3572.
Certain
Provisions of the Articles of Incorporation, Bylaws and Texas
Law
Nano-Proprietary,
Inc.’s Restated Articles currently contain provisions which could be considered
to have anti-takeover effects. First, the authorized and unissued shares
of
Nano-Proprietary, Inc.’s preferred stock and common stock could be used by
incumbent management to make more difficult and thereby discourage an attempt
to
acquire control of Nano-Proprietary, Inc., even though some shareholders
may
deem such an acquisition desirable. For example, the shares of unissued
preferred stock and unissued common stock could be privately placed with
purchasers who might support the Board of Directors in opposing a hostile
takeover bid. The issuance of the unissued preferred stock with voting rights
and/or the unissued common stock could also be used to dilute the stock
ownership and voting power of a third party seeking to remove directors,
replace
incumbent directors, accomplish certain business combinations, or alter,
amend,
or replace provisions in Nano-Proprietary, Inc.’s Restated Articles. To the
extent that it impedes any such attempt, the unissued preferred stock and
unissued common stock may serve to perpetuate current management. From time
to
time, Nano-Proprietary, Inc. evaluates potential transactions and acquisitions,
which if consummated, may require the issuance of the unissued preferred
stock
or unissued common stock.
19
Nano-Proprietary,
Inc.’s Restated Articles require a classified Board of Directors pursuant to
which only one-third (1/3) of the Board of Directors is elected each year
for a
term of three years. Therefore, even when a shareholder, or a group of
shareholders, has sufficient voting power to elect all of the directors to
be
elected every year, Nano-Proprietary, Inc.’s classified Board could have the
effect of requiring two successive annual meetings to replace a majority
of the
Board of Directors and three annual meetings to replace the entire Board
of
Directors. There is no cumulative voting with respect to the election of
directors.
Nano-Proprietary,
Inc.’s Restated Articles also contain a provision which states that, with the
sole exception of shares issued pursuant to the duly adopted stock option
plans,
no shares of Nano-Proprietary, Inc.’s preferred stock shall be issued or sold to
any officer or director of Nano-Proprietary, Inc., or any shareholder who
directly or indirectly owns more than five percent (5%) of the issued and
outstanding voting stock of Nano-Proprietary, Inc., or any affiliate of such
a
person, without the affirmative vote of a majority in interest of the
disinterested shareholders of Nano-Proprietary, Inc.
Nano-Proprietary,
Inc. shall not be obligated to deliver notices or offer voting stock for
sale
pursuant to these provisions in respect of the following issuances of voting
stock: (a) pursuant to employee, director or consultant stock option, purchase,
bonus, exchange or other such plans or upon the exercise of options or other
rights granted there under, and (b) in connection with transactions in which
shares of voting stock are issued to security holders of a company being
acquired by Nano-Proprietary, Inc. or to a company some or all of whose assets
are being acquired by Nano-Proprietary, Inc.
The
Restated Articles limit the liability of directors of Nano-Proprietary, Inc.
in
their capacity as directors. Specifically, the directors of Nano-Proprietary,
Inc. will not be liable to Nano-Proprietary, Inc. or its shareholders for
monetary damages for an act or omission in a director’s capacity as a director,
except for liability for the following:
|
·
|
for
any breach of the director’s duty of loyalty to Nano-Proprietary, Inc. or
its shareholders,
|
|
·
|
for
any act or omission not in good faith which constitutes a breach
of duty
of the director to Nano-Proprietary, Inc. or acts or omissions
which
involve intentional misconduct or a knowing violation of the law,
|
|
·
|
for
transactions from which a director received an improper benefit,
whether
or not the benefit resulted from an action taken within the scope
of the
director’s office,
|
|
·
|
for
an act or omission for which the liability of a director is expressly
provided for by an applicable statute, or
|
| · |
for
acts related to an unlawful stock repurchase or payment of a
dividend.
|
The
overall effect of the provisions in Nano-Proprietary, Inc.’s current Restated
Articles described above would be to make more difficult or discourage a
merger,
tender, offer or proxy contest, even if such transaction or occurrence generally
is favorable to the interests of the shareholders, or they may delay or
frustrate the assumption of control by a holder of a large block of
Nano-Proprietary, Inc.’s securities and the removal of incumbent management,
even if such removal may be beneficial to the shareholders.
20
The
consolidated balance sheets as of December 31, 2005 and 2004 and the
consolidated statements of operations, stockholders’ equity (deficit) and cash
flows for the years then ended, incorporated by reference in this prospectus,
have been incorporated herein in reliance on the report, of Sprouse &
Anderson L.L.P., independent accountants, given on the authority of that
firm as
experts in accounting and auditing.
LEGAL
OPINIONS
Legal
matters in connection with the common stock offered hereby have been passed
upon
for the Company by Donald T. Locke, Esq. Mr. Locke will opine that (1) the
shares of common stock held by the selling shareholders and (2) the shares
of
common stock underlying the warrants, when such shares are duly delivered
against payment as provided in the warrants, shall all be validly issued,
fully
paid, and nonassessable.
WHERE
YOU
CAN FIND MORE INFORMATION
This
prospectus is part of a Registration Statement on Form S-1 that we filed
with
the Commission. This prospectus does not contain all of the information in
the
Registration Statement. The Registration Statement contains more information
than this prospectus regarding Nano-Proprietary, Inc. and its common stock,
including exhibits and schedules. You can get a copy of the Registration
Statement from the SEC at the address below or from its Internet
site.
We
file
annual, quarterly and current reports, proxy statements and other information
with the SEC. You may read and copy the documents we file with the SEC at
the
SEC’s public reference room at 450 Fifth Street, N.A., Judiciary Plaza,
Washington, D.C. 20549. You should call 1-800-SEC-0330 for more information
on
the public reference room. You can request copies of these documents upon
payment of a duplicating fee by writing to the SEC at the Public Reference
Section at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission
also
maintains a Web site that contains information regarding registrants at
http:\\www.sec.gov. Copies of our public filings are also available on our
website at http:\\www.nano-proprietary.com
Nano-Proprietary,
Inc.’s common stock is included in the OTC Bulletin Board under the symbol
“NNPP”. Reports, proxy statements, and other information concerning the Company
can be inspected at the National Association of Securities Dealers, Inc.,
1735 K
Street, 3rd Floor, Washington, D.C. 20006 or obtained by calling the NASDAQ
Public Reference Room Disclosure Group at 1-800-638-8241.
21
DOCUMENTS
INCORPORATED
BY REFERENCE
The
Commission allows us to “incorporate” into this prospectus information we file
with the Commission in other documents. This means we can disclose important
information to you by referring to other documents which we have filed that
contain that information. The following documents, which have been filed
by
Nano-Proprietary, Inc. with the Commission pursuant to the Exchange Act (File
No. 1-11602), are incorporated by reference in this prospectus and shall
be
deemed to be a part hereof:
| (1) |
Nano-Proprietary,
Inc.’s Annual Report on Form 10-K for the fiscal year ended December
31,
2005;
|
| (2) |
Nano-Proprietary,
Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended
March
31, 2006;
|
| (3) |
Nano-Proprietary,
Inc.’s Current Report on Form 8-K (Items 1.01 and 9.01) as filed
March 20,
2006.
|
| (4) |
Nano-Proprietary,
Inc.’s Current Report on Form 8-K (Items 5.02 and 9.01) as filed
May 11,
2006.
|
| (5) |
Nano-Proprietary,
Inc.’s Current Report on Form 8-K (Items 5.02 and 9.01) as filed
June 1,
2006.
|
| (6) |
Nano-Proprietary,
Inc.’s Current Report on Form 8-K (Items 2.01 and 9.01) as filed
June 28,
2006.
|
| (7) |
The
description of Nano-Proprietary, Inc.’s common stock which is contained in
its Registration Statement on Form 8-A filed on November 19,
1992,
pursuant to Section 12 of the Securities Exchange Act of 1934,
including
any amendment or report filed for the purpose of updating such
description.
|
You
may
request a copy of the documents incorporated by reference at no cost. Requests
for copies should be directed in writing or by telephone to:
Nano-Proprietary,
Inc., 3006 Longhorn Boulevard, Suite 107, Austin, Texas 78758
Attention:
Corporate Secretary, (Telephone: (512) 339-5020)
22
DISCLOSURE
OF
COMMISSION POSITION ON INDEMNIFICATON
FOR
SECURITIES ACT LIABILITY
Article
2.02A(16) and Article 2.01-1 of the Texas Business Corporation Act and Article
VIII of Nano-Proprietary, Inc.’s Bylaws provide it with broad powers and
authority to indemnify its directors and officers and to purchase and maintain
insurance for such purposes. Pursuant to such statutory and Bylaw provisions,
Nano-Proprietary, Inc. has purchased insurance against certain costs of
indemnification that may be incurred by it and its officers and directors.
Additionally,
Article Seven(C) of the Restated Articles, provides that a director of
Nano-Proprietary, Inc. is not liable to the company or its shareholders for
monetary damages for any act or omission in the director’s capacity as director,
except that Article Seven(C) does not eliminate or limit the liability of
a
director for:
|
·
|
breaches
of his duty of loyalty to Nano-Proprietary, Inc. and its
shareholders;
|
|
·
|
acts
or omissions not in good faith or which constitute a breach of
duty of a
director or involve intentional misconduct or a knowing violation
of
law;
|
|
·
|
transactions
from which a director receives an improper benefit, whether or
not the
benefit resulted from an action taken within the scope of the director’s
office;
|
|
·
|
acts
or omissions for which liability is specifically provided by statute;
and
|
|
·
|
acts
relating to unlawful stock purchases or payments of
dividends.
|
Article
Seven(C) also provides that any subsequent amendments to Texas statutes that
further limit the liability of directors will inure to the benefit of the
directors, without any further action by shareholders. Any repeal or
modification of Article Seven(C) shall not adversely affect any right of
protection of a director existing at the time of the repeal or modification.
The
foregoing discussion is not intended to be exhaustive and is qualified in
its
entirety by each of such documents and such statutes.
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 Securities Act
of
1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such
issue
23
|
|
NANO-PROPRIETARY,
INC.
|
|
|
You
should rely only on the information contained in this prospectus.
We have
not authorized anyone to give you information different from
that
contained in this prospectus. The selling shareholders are offering
to
sell, and seeking offers to buy, shares of Nano-Proprietary common
stock
only in jurisdictions where offers and sales are permitted. The
information contained in this prospectus is accurate only as
of the date
of this prospectus, regardless of the time of the delivery of
this
prospectus or of any sale of the shares.
|
2,310,393
shares of
Common
Stock
(par
value $.001 per share)
95,000
shares of
Common
Stock
Underlying
Warrants
|
|
|
|
|
|
|
___________________
|
PROSPECTUS
June
28, 2006
|
|
|
|
|
|
|
Table
of Contents
|
|
|
|
|
Page
|
|
|
2
|
|
|
|
4
|
|
|
|
14
|
|
|
|
14
|
|
|
|
17
|
|
|
|
18
|
|
|
|
21
|
|
|
|
21
|
|
|
|
21
|
|
|
|
22
|
|
|
|
23
|
|
|
|
|
|
|
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other
Expenses of Issuance and Distribution
The
estimated fees and expenses payable in connection with this offering, all
of
which are payable by Nano-Proprietary, Inc., are as follows:
|
|
Securities
and Exchange Commission registration fee
|
$
|
100.00
|
|
|
Printing
and edgarization expenses
|
$
|
500.00
|
|
|
Legal
fees and expenses
|
$
|
2,500.00
|
|
|
Accounting
fees and expenses
|
$
|
2,500.00
|
|
|
Miscellaneous
|
$
|
400.00
|
|
|
|
|
|
|
|
Total
|
$
|
6,000.00
|
Item
14. Indemnification
of Directors and Officers
Article
2.02A(16) and Article 2.01-1 of the Texas Business Corporation Act and Article
VIII of Nano-Proprietary, Inc.’s Bylaws provide it with broad powers and
authority to indemnify its directors and officers and to purchase and maintain
insurance for such purposes. Pursuant to such statutory and Bylaw provisions,
Nano-Proprietary, Inc. has purchased insurance against certain costs of
indemnification that may be incurred by it and its officers and directors.
See
“Item 17. Undertakings” for a description of the Securities and Exchange
Commission’s position regarding such indemnification provisions.
Additionally,
Article Seven (C) of the Restated Articles, provides that a director of
Nano-Proprietary, Inc. is not liable to the company or its shareholders for
monetary damages for any act or omission in the director’s capacity as director,
except that Article Seven (C) does not eliminate or limit the liability of
a
director for:
| • |
breaches
of his duty of loyalty to Nano-Proprietary, Inc. and its
shareholders;
|
|
•
|
acts
or omissions not in good faith or which constitute a breach of
duty of a
director or involve intentional misconduct or a knowing violation
of
law;
|
|
•
|
transactions
from which a director receives an improper benefit, whether or
not the
benefit resulted from an action taken within the scope of the director’s
office;
|
| • |
acts
or omissions for which liability is specifically provided by statute;
and
|
| • |
acts
relating to unlawful stock purchases or payments of
dividends.
|
Article
Seven(C) also provides that any subsequent amendments to Texas statutes that
further limit the liability of directors will inure to the benefit of the
directors, without any further action by shareholders. Any repeal or
modification of Article Seven(C) shall not adversely affect any right of
protection of a director existing at the time of the repeal or
modification.
The
foregoing discussion is not intended to be exhaustive and is qualified in
its
entirety by each of such documents and such statutes.
II-1
Item
15. Recent
Sales of Unregistered Securities (Last 3 Years)
2003
Private Placements
During
2003, in a series of private placements of our common stock in exempt offerings
only to accredited investors under Rule 506 of Regulation D of the Securities
Act of 1933, we issued 7,607,097 shares of our common stock and received
proceeds of $4,812,943. These shares were issued at prices that represented
a
slight discount to the market price of the stock at the time of the offerings.
We paid $61,312 in commissions related to sales of some of these shares of
our
common stock. Following is a listing of those shares sold in such private
placements:
|
Shareholder
|
Common
Shares
Issued
|
|
|
First
London Securities
|
2,604,633
|
|
|
August
Pelizzi, Jr.
|
1,563,636
|
|
|
Argyll
Equities, LLC
|
895,722
|
|
|
Delta
Traders
|
694,444
|
|
|
James
Wikert
|
500,000
|
|
|
Europa
International
|
330,000
|
|
|
Joseph
Ritchie
|
181,818
|
|
|
Warren
DeMaio
|
181,818
|
|
|
Karrison
Nichols
|
147,059
|
|
|
Vertical
Ventures
|
147,058
|
|
|
Southwell
Partners
|
120,000
|
|
|
Tom
DeMaio
|
90,909
|
|
|
Cliff
& Phyllis Kalista
|
60,000
|
|
|
Daniel
& Nancy Gardner
|
30,000
|
|
|
305
Investments LLC
|
20,000
|
|
|
Express
Marine, Inc.
|
20,000
|
|
|
Richard
C. Walling Jr.
|
20,000
|
2004
Private Placements
During
2004, in a series of private placements only to accredited investors under
Rule
506 of Regulation D of the Securities Act of 1933, we issued a total of 401,887
shares of our common stock in exchange for $1,065,000. These shares were
issued
at a slight discount to the market price of our common stock at the time
of
issuance. Following is a listing of those shares:
|
Shareholder
|
Common
Shares
Issued
|
|
|
Karrison
Nichols
|
301,887
|
|
|
Southwell
Partners
|
100,000
|
In
2004,
we also issued 20,000 shares and received proceeds of $18,400 pursuant to
warrants for our common stock from SFT Consulting.
II-1
2005
Private Placements
From
January 1, 2005 through March 31, 2005, in a private placement only to
accredited investors under Rule 506 of Regulation D of the Securities Act
of
1933, we issued a total of 1,200,000 shares of our common stock in exchange
for
$3,000,000. These shares were issued at a price of $2.50 per share, which
represented a slight discount to the market price of our common stock at
the
time of issuance. In October 2005, we issued 482,393 shares of our common
stock
for $1,000,000 in a private placement under Rule 506 of Regulation D of the
Securities Act of 1933. Following is a listing of those shares
issued:
|
Shareholder
|
Common
Shares
Issued
|
|
|
Karrison
Nichols
|
200,000
|
|
|
JLF
Partners I
|
329,000
|
|
|
JLF
Partners II
|
26,000
|
|
|
JLF
Offshore Partners
|
523,000
|
|
|
Guggenheim
Partners
|
122,000
|
|
|
Pinnacle
Fund, LP
|
482,393
|
2006
Private Placements
From
January 1, 2006 through March 31, 2006, in a private placement only to
accredited investors under Rule 506 of Regulation D of the Securities Act
of
1933, we issued a total of 750,000 shares of our common stock in exchange
for
$1,500,000. These shares were issued at a price of $2.00 per share, which
represented a slight discount to the market price of our common stock at
the
time of issuance. Following is a listing of those shares issued:
|
Shareholder
|
Common
Shares
Issued
|
|
|
Karrison
Nichols
|
375,000
|
|
|
Pinnacle
Fund, LP
|
375,000
|
Other
In
June
2006, we will issue up to 200,000 shares of common stock to Advanced Technology
Incubator, Inc. in connection with the termination of a patent assignment
and
royalty agreement dated October 6, 1998.
See
Index
to Exhibits on page II - 5 for a descriptive response to this item.
Item
17. Undertakings
|
(a)
|
The
undersigned registrant hereby takes:
|
|
|
|
|
(1) To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this Registration
Statement:
|
|
|
|
|
|
(i)
To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933.
|
|
|
(ii)
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. Notwithstanding the foregoing, any
increase or
decrease in volume of securities offered (if the total dollar value
of
securities offered would not exceed that which was registered)
and any
deviation from the low or high end of the estimated maximum offering
range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the change in volume
and
price represent no more than a 20 percent change in the maximum
aggregate
offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement;
|
|
|
(iii) 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.
|
|
|
|
|
II-2
|
(2) That,
for the purpose of determining any liability under the Securities
Act of
1933, each such post-effective amendment 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.
|
|
|
|
|
|
|
(3) To
remove from registration by means of a post-effective amendment
any of the
securities being registered which remain unsold at the termination
of the
offering.
|
|
|
|
|
|
(b) The
undersigned registrant hereby undertakes that, for purposes of
determining
any liability under the Securities Act of 1933, each filing of
the
registrant’s annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each
filing of
an employee benefit plan’s annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference
in the
registration statement 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.
|
|
|
|
|
(c) 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication
of
such issue.
|
II-3
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
that
it has reasonable grounds to believe that it meets the requirements for filing
on Form S-1 and has duly caused this Registration Statement to be signed
on
behalf of the undersigned, thereunto duly authorized, in the City of Austin,
State of Texas, on June 28, 2006.
|
|
NANO-PROPRIETARY,
INC.
By /s/ R.
D.
Burck
R. D. Burck
Chief Executive Officer
|
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
|
Signature
|
Title
|
Date
|
|
|
|
|
|
/s/
R. D. Burck
R. D. Burck
|
Chief
Executive Officer and Director
(Principal
Executive Officer)
|
June
28, 2006
|
|
/s/
Dr. Zvi Yaniv
Dr. Zvi
Yaniv
|
President
and Chief
Operating Officer and
Director
|
June
28, 2006
|
|
/s/
Douglas P. Baker
Douglas
P.
Baker
|
Vice
President, Chief
Financial Officer and Director
(Principal
Financial and Accounting Officer)
|
June
28, 2006
|
Ronald
J.
Berman*
Marc
W. Eller*
David
R.
Sincox*
Charles
C. Bailey*
Eddie
Lee*
Robert
Ronstadt*
*By/
/s/ Douglas P. Baker
Pursuant
to Power of Attorney
II-4
INDEX
TO EXHIBITS
The
exhibits indicated by an asterisk (*) are incorporated by reference from
previous filings with the Commission.
|
Exhibit
Number
|
Description
of Exhibit
|
|
4.1*
|
Form
of Certificate for shares of the Company’s common stock (Exhibit 4.1 to
the Company’s Registration Statement on Form SB-2 (No. 33-51466-FW) dated
January 7, 1993).
|
|
4.2*
|
Form
of Regulation D Subscription agreement by and between the Company
and the
participants of private placements (Exhibit 4.3 to the Company’s Annual
Report on Form 10-K for the year ended December 31,
2004).
|
|
4.3*
|
Form
of Registration Rights Agreement by and between the Company and
the
participants of private placements (Exhibit 4.4 to the Company’s Annual
Report on Form 10-K for the year ended December 31,
2004).
|
|
5.1
|
Opinion
of Donald T. Locke, Esq. as to certain legal aspects of the offering.
|
|
23.1
|
Consent
of Donald T. Locke, Esq. (included in Exhibit 5.1).
|
|
23.2
|
Consent
of Sprouse & Anderson L.L.P.
|
|
24
|
Powers
of Attorney*
|
________________
*
Previously filed.
II-7