As filed with the Securities and Exchange Commission on July 15, 2002
Registration No. ___-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
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VERSAR, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware 54-0852979
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6850 Versar Center, Springfield, Virginia 22151
(703) 750-3000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
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James C. Dobbs Copy to:
Senior Vice President and Elizabeth H. Noe
General Counsel Paul, Hastings, Janofsky & Walker LLP
Versar, Inc. 600 Peachtree Street, N.E., Suite 2400
6850 Versar Center Atlanta, Georgia 30308-2222
Springfield, Virginia 22151 (404) 815-2400
(703) 750-3000
(Name and Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
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Approximate date of commencement of proposed sale to the public:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the
following box and list the Securities Act of 1933, as amended, registration
statement number of the earlier effective registration statement for the same
offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, as amended, check the following box and list
the Securities Act of 1933, as amended, registration statement number of the
earlier effective registration statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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CALCULATION OF REGISTRATION FEE
=================================================================================================================================
Proposed Maximum
Offering Proposed Maximum
Title of Amount to Price Per Share Aggregate Amount of
Securities to be Registered be Registered (1) Offering Price (1) Registration Fee
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Common Stock, $0.01 par value ............................ 718,365 (2) $2.95 $2,119,176 $194.96
=================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
and based upon the average high and low prices of the Common Stock on
July 11, 2002 as reported on the American Stock Exchange.
(2) 359,182 shares of common stock are issuable upon the exercise of
warrants issued to the selling stockholder.
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 that specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until this registration statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
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718,365 Shares
VERSAR, INC.
Common Stock
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This prospectus relates to the resale of up to 718,365 shares of our
common stock, including 359,182 shares issuable upon exercise of warrants, by
the selling stockholder identified in this prospectus.
The selling stockholder identified in this prospectus, or its pledgees,
donees, transferees or other succesors-in-interest, may offer the shares from
time to time through public or private transactions at prevailing market prices,
at prices related to prevailing market prices or at privately negotiated prices.
We will not receive any proceeds from the sale of shares by the selling
stockholder. We will receive cash equal to the amount of the exercise price of
the warrants issued to the selling stockholder, if it chooses to exercise its
warrants.
Our common stock is traded on the American Stock Exchange under the
symbol "VSR." The last reported sales price of our common stock on July 12, 2002
was $3.15 per share.
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THE SHARES OF OUR COMMON STOCK OFFERED OR SOLD UNDER THIS PROSPECTUS
INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS
PROSPECTUS TO READ ABOUT IMPORTANT FACTORS YOU SHOULD CONSIDER BEFORE BUYING THE
COMMON STOCK.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is __________, 2002.
TABLE OF CONTENTS
Page
PROSPECTUS SUMMARY............................................................3
RISK FACTORS..................................................................4
FORWARD-LOOKING STATEMENTS....................................................6
INFORMATION INCORPORATED BY REFERENCE.........................................6
WHERE YOU CAN FIND MORE INFORMATION...........................................7
SELLING STOCKHOLDER...........................................................7
USE OF PROCEEDS...............................................................8
PLAN OF DISTRIBUTION..........................................................8
LEGAL MATTERS.................................................................9
EXPERTS.......................................................................9
PROSPECTUS SUMMARY
This summary highlights some information from this prospectus, and it
may not contain all of the information that is important to you. It is qualified
in its entirety by the more detailed information and consolidated financial
statements, including the notes to the consolidated financial statements,
included or incorporated by reference in this prospectus. You should read the
full text of, and consider carefully, the more specific details contained in or
incorporated by reference into this prospectus.
Our Business
Versar, Inc. is a leading professional services firm supporting
government and industry in homeland defense and counter-terrorism, environmental
health and safety and infrastructure revitalization. We have three major
business areas as follows:
o Environmental Services - including pollution prevention, compliance
management and the environmental restoration of industrial and commercial
facilities sites and military bases;
o Architectural and Engineering Services - in support of industrial,
commercial, and government infrastructure projects, including energy and
demilitarization of weapons of mass destruction; and
o National Security Services - including personal protection equipment and
technology development efforts in support of chemical demilitarization and
counter-terrorism.
Our executive offices are located 6850 Versar Center, Springfield,
Virginia 22151, and our telephone number is (703)750-3000.
The Offering
On June 14, 2002, we entered into a securities purchase agreement with
the selling stockholder, Radyr Investments Limited, whereby we agreed to sell to
them shares of our common stock and warrants to purchase our common stock for an
aggregate purchase price of $1,000,000. On June 14, 2002, we issued: (i) 359,183
shares of our common stock; and, (ii) warrants for the purchase of 359,182
shares of our common stock to the selling stockholder, which we collectively
refer to in this prospectus as the "private placement." In accordance with the
formula set out in the purchase agreement, we sold the shares to the selling
stockholder at a price of $2.78 per share. The warrants are priced according to
formulas set forth in the purchase agreement. Also, as part of the purchase
agreement, we agreed to register the shares of common stock, and the shares of
common stock underlying the warrants, for resale. This prospectus relates to the
resale of up to 718,365 shares of our common stock, including the 359,182 shares
of common stock underlying warrants issued to the selling stockholder, if it
chooses to exercise those warrants. The prices at which the selling stockholder
may sell the shares will be determined by the prevailing market for the shares
or in negotiated transactions. See "Selling Stockholder."
Use of Proceeds
The selling stockholder will receive all of the proceeds from the sale
of the common stock pursuant to this prospectus. We will not receive any of the
proceeds from sales by the selling stockholder of the offered shares of common
stock. We will receive cash equal to the amount of the exercise price of the
warrants issued to the selling stockholder, if it chooses to exercise the
warrants.
3
RISK FACTORS
An investment in our common stock is subject to many risks. You should
carefully consider the risks described below, together with all of the other
information included or incorporated by reference into this prospectus,
including the financial statements and the related notes, before you decide
whether to purchase shares of our common stock. Our business, operating results
and financial condition could be harmed by any of the following risks. The
trading price of our common stock could decline due to any of these risks, and
you could lose all or part of your investment.
WE ARE DEPENDENT ON GOVERNMENT CONTRACTS FOR THE MAJORITY OF OUR REVENUE, AND A
REDUCTION OR DELAY IN SPENDING BY GOVERNMENT AGENCIES COULD ADVERSELY AFFECT OUR
BUSINESS AND OPERATING RESULTS.
Contracts with agencies of the United States government and various
state and local governments have historically represented approximately 82% of
our revenue, with only 18% of our revenue coming from commercial sources.
Therefore, the majority of our revenue and the success of our business is
materially dependent on contracts with governmental agencies. Companies engaged
in government contracting are subject to certain unique business risks not
shared by the general commercial sector. Among these risks, are:
o dependence on congressional appropriations and administrative allotment of
funds;
o policies and regulations that can be changed at any time by Congress or a
presidential administration;
o government contracts that are usually awarded for relatively short periods
of time and are subject to renewal options in favor of the government; and
o many contracts with Federal government agencies require annual funding and
may be terminated at the agency's discretion.
Following the award of a government contract, payment for the work is
dependent on congressional appropriations of the funds necessary to complete the
task. The Federal government contracting laws also provide that the United
States government is to do business only with responsible contractors.
Accordingly, Federal agencies have the authority under certain circumstances to
suspend or debar a contractor from bidding on government contracts.
A reduction or shift in spending priorities by Federal government
agencies could limit or eliminate the continued funding of our existing
government contracts. These reductions or shifts in spending, if significant,
could have a material adverse effect on our business.
OUR GOVERNMENT CONTRACTS ARE SUBJECT TO AUDIT AND POTENTIAL REDUCTION OF COSTS
AND FEES.
Contracts with the Federal government and many other state and local
governmental agencies are subject to audit, which could result in the
disallowance of certain fees and costs. These audits may be conducted by
governmental agencies and can result in the disallowance of significant costs
and expenses if the auditing agency determines, in its discretion, that certain
costs and expenses were not warranted or were excessive. Disallowance of costs
and expenses, if pervasive or significant, could have a material adverse effect
on our business.
ROBUST REGULATORY ENFORCEMENT OF ENVIRONMENTAL REGULATIONS IS IMPORTANT TO OUR
FINANCIAL SUCCESS.
Our business is materially dependent on the continued enforcement by
state and federal governments of various environmental regulations. From time to
time, depending on political pressures, state and federal agencies relax
environmental clean-up standards to promote economic growth and to discourage
industrial businesses from relocating. Any relaxation in clean-up standards
impacts our ability to secure additional contracting work with such agencies or
with other federal agencies that operate or manage contaminated property.
Further, in a period of relaxed environmental standards, private industry may be
less willing to allocate funds to consulting services designed to prevent or
remediate environmental problems.
4
WE COULD FACE POTENTIAL LIABILITY FOR FAILURE TO PROPERLY DESIGN REMEDIATION.
A part of our business involves the design and implementation of
remediation at environmental clean-up sites. If we fail to properly design and
build a remediation system or if someone claims that we did, we could face
expensive litigation and settlement costs. If we failed to successfully defend
against such a lawsuit, it could materially effect our business.
WE OPERATE IN HIGHLY COMPETITIVE INDUSTRIES.
The markets for many of our services are highly competitive. There are
numerous professional architectural, engineering and environmental consulting
firms, and other organizations which offer many of the same services offered by
us. We compete with many companies, many of which have greater resources than us
and we cannot assure you that such competitors will not substantially increase
the resources devoted to their business in a manner competitive with the
services provided by us. Competitive factors include reputation, performance,
price, geographic location and availability of technically skilled personnel. In
addition, we face competition from the use by our clients of in-house
environmental, engineering and other staff.
OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY, WHICH COULD HAVE A
NEGATIVE EFFECT ON THE PRICE OF OUR COMMON STOCK.
Our quarterly revenues, expenses and operating results have and may
continue to fluctuate significantly because of a number of factors, including:
o The seasonality of the spending cycle of our public sector clients, notably
the Federal government and the spending patterns of our private sector
clients;
o Employee hiring and utilization rates;
o The number and significance of client engagements commenced and completed
during a quarter;
o Delays incurred in connection with an engagement because of weather or
other factors;
o The ability of clients to terminate engagements without penalties;
o The size and scope of engagements;
o The ability to perform contracts within budget or contractual limitations;
o The timing of expenses incurred for corporate initiatives;
o Reductions in the prices of services offered by our competitors; and
o Winning rebids of our existing large government contracts.
Variations in any of these factors could cause significant fluctuations
in our operating results from quarter to quarter and could result in net losses.
WE ARE HIGHLY DEPENDENT ON KEY PERSONNEL.
Our business is managed by a small number of key management and
operating and professional personnel, the loss of certain of whom could have a
material adverse effect on us. We believe that our ability to manage
5
planned growth successfully will depend in large part on our continued ability
to attract and retain highly skilled and qualified personnel.
RISKS RELATED TO ARTHUR ANDERSEN LLP
You may have no effective remedy against Arthur Andersen LLP in
connection with a material misstatement or omission in our financial statements
included in this prospectus. We have not been able to obtain, after reasonable
efforts, the written consent of Arthur Andersen LLP to the inclusion of its
report in this prospectus, and we have not filed that consent, in reliance on
Rule 437a promulgated under the Securities Act of 1933, as amended (the
"Securities Act"). Because Arthur Andersen has not consented to the inclusion of
its report in this prospectus, your ability to assert claims against Arthur
Andersen may be limited. In particular, because of this lack of consent, you
will not be able to sue Arthur Andersen under Section 11(a)(4) of the Securities
Act for untrue statements of a material fact, if any, contained in the financial
statements audited by Arthur Andersen or omissions to state a material fact, if
any, required to be stated in those financial statements.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents we incorporate by reference in this
prospectus contain forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. You can identify these statements by forward-looking words such as "may",
"will", "expect", "anticipate", "believe", estimates", "continue" or other
similar words. You should read statements that contain these words carefully
because they discuss our future expectations, contain projections of our future
results of operations or of our financial condition, or state other
"forward-looking" information. Forward-looking statements involve numerous risks
and uncertainties, including those factors described in the "Risk Factors"
section of this prospectus, that could cause our actual results to differ
materially from the expectations we describe in our forward-looking statements.
You should read these factors and the other cautionary statements made in this
prospectus and in the documents we incorporate by reference. You should not
place undue reliance on any forward-looking statements, which reflect our
management's view only as of the date of this prospectus. We will not update any
forward-looking statements to reflect events or circumstances that occur after
the date on which such statement is made.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" into this prospectus
the information we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and
information we file later with the SEC will automatically update and supersede
this information. We incorporate by reference the documents listed below and any
future filings made by us with the SEC under Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended, until the sale of all of the
shares of common stock that are part of this offering. The documents we are
incorporating by reference are as follows:
(1) our annual report on Form 10-K for the fiscal year ended June 30,
2001 filed on September 28, 2001;
(2) our quarterly reports on Form 10-Q for the quarterly periods ended
September 30, 2001, filed on November 14, 2002, December 3, 2001, filed on
February 15, 2002, and March 31, 2002, filed on May 14, 2002;
(3) our current reports on Form 8-K filed June 14, 2002 and June 20,
2002; and
(4) the description of our common stock contained in our registration
statement on Form 8-A filed on October 29, 1986.
Any statement contained in a document incorporated by reference will be
modified or superseded for all purposes to the extent that a statement contained
in this prospectus (or in any other document that is subsequently
6
filed with the SEC and incorporated by reference) modifies or is contrary to
that previous statement. Any statement so modified or superseded will not be
deemed a part of this prospectus except as so modified or superseded.
Upon written or oral request, we will provide without charge a copy of
these filings, and a copy of any and all of the information that has been or may
be incorporated by reference in this prospectus. Requests for these copies
should be directed to Corporate Secretary, Versar, Inc., 6850 Versar Center,
Springfield, Virginia 22151, telephone (703) 750-3000.
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT OR AMENDMENT. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. NO SELLING
STOCKHOLDER IS AUTHORIZED TO MAKE AN OFFER OF THESE SECURITIES IN ANY STATE
WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THE INFORMATION IN THIS
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS
PROSPECTUS.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may 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 further information
on the public reference rooms. Our SEC filings are also available to the public
from our web site at http://www.versar.com or at the SEC's Web site at
http://www.sec.gov. Information contained on or accessible from our web site is
not incorporated into this prospectus and should not be relied upon for any
purpose related to this prospectus.
SELLING STOCKHOLDER
The following table sets forth the name of the selling stockholder and
the number of shares being registered for sale as of the date of this prospectus
and sets forth the number of shares of common stock known by us to be
beneficially owned by the selling stockholder. The following table assumes that
the selling stockholder will sell all of the shares being offered for its
account by this prospectus. However, we are unable to determine the exact number
of shares that actually will be sold. The shares offered by this prospectus may
be offered from time to time by the selling stockholder. This information is
based upon information provided by the selling stockholder and public documents
filed with the SEC, and is not necessarily indicative of beneficial ownership or
for any other purpose. The number of shares of common stock beneficially owned
by the selling stockholder is determined in accordance with the rules of the
SEC. The term "selling stockholder" includes the stockholder listed below and
its transferees, assignees, pledgees, donees or other successors. The percent of
beneficial ownership for the stockholder is based on 7,206,066 shares of common
stock outstanding as of July 11, 2002.
Number of
Shares of Percent of Number of Number of Percent of
Common Stock Outstanding Shares to be Shares Outstanding
Beneficially Shares Sold Beneficially Shares
Owned Beneficially Pursuant to Owned Beneficially
Prior to Owned this After the Owned After the
Name of Selling Stockholder Offering Prior to Offering Prospectus Offering (2) Offering (2)
--------------------------- -------- ----------------- ---------- ------------ ------------
Radyr Investments Limited........ 718,365(1) 9.5% 718,365(1) 0 0
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(1) Includes 359,182 shares of our common stock issuable upon exercise of
warrants held by the selling stockholder, 179,951 of which have an
exercise price of $3.48 per share, and 179,591 of which have an exercise
price of $4.00 per share.
(2) Assumes that all shares being offered by the selling stockholder under
this prospectus are sold, and that the selling stockholder acquires no
additional shares of common stock before the completion of this offering.
7
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the common
stock by the selling stockholder. All proceeds will be received by the selling
stockholder. We will receive cash equal to the amount of the exercise price of
the warrants issued to the selling stockholder, if it chooses to exercise its
warrants.
PLAN OF DISTRIBUTION
The selling stockholder and any of its pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of common stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The selling stockholder may use any one or more of the
following methods when selling shares:
o ordinary brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
o block trades in which the broker-dealer will attempt to sell the shares as
agent but may position and resell a portion of the block as principal to
facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the broker-dealer
for its account;
o an exchange distribution in accordance with the rules of the applicable
exchange;
o privately negotiated transactions;
o short sales;
o broker-dealers may agree with the selling stockholder to sell a specified
number of such shares at a stipulated price per share;
o a combination of any such methods of sale; and
o any other method permitted pursuant to applicable law.
The selling stockholder may also sell shares under Rule 144 of the
Securities Act of 1933, if all applicable requirements have been met, rather
than under this prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from the selling stockholder.
Broker-dealers or agents may also receive compensation from the purchasers of
the shares for whom they act as agents or to whom they sell as principals, or
both. Compensation as to a particular broker-dealer might be in excess of
customary commissions and will be in amounts to be negotiated in connection with
the sale. Broker-dealers or agents and any other participating broker-dealers or
the selling stockholder may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, as amended, in connection with
sales of the shares. Accordingly, any such commission, discount or concession
received by them and any profit on the resale of the shares purchased by them
may be deemed to be underwriting discounts or commissions under the Securities
Act. Because the selling stockholder may be deemed to be an "underwriter" within
the meaning of Section 2(11) of the Securities Act, the selling stockholder will
be subject to the prospectus delivery requirements of the Securities Act. In
addition, any securities covered by this prospectus which qualify for sale in
compliance with Rule 144 promulgated under the Securities Act may be sold under
Rule 144 rather than under this prospectus. The selling stockholder has advised
us that it has not entered into any agreements, understandings or arrangements
with any underwriters or broker-dealers regarding the sale of its securities and
that there is no underwriter or coordinating broker acting in connection with
the proposed sale of shares by the selling stockholder.
The selling stockholder may from time to time pledge or grant a
security interest in some or all of the shares of common stock owned by it and,
if it defaults in the performance of its secured obligations, the pledgees or
8
secured parties may offer and sell the shares of common stock from time to time
under this prospectus, or under an amendment to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act of 1933.
The selling stockholder also may transfer the shares of common stock in
other circumstances, in which case the transferees, pledgees or other successors
in interest will be the selling beneficial owners for purposes of this
prospectus.
The selling stockholder and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents 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. The selling stockholder has
informed us that it does not have any agreement or understanding, directly or
indirectly, with any person to distribute the common stock.
We are required to pay all fees and expenses incurred incident to the
registration of the shares. The selling stockholder shall bear its own fees and
expenses, including but not limited to, the fees and disbursements of counsel to
the selling stockholder. We have agreed to indemnify the selling stockholder
against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act.
The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.
LEGAL MATTERS
The validity of the common stock offered in this prospectus will be
passed upon for us by Paul, Hastings, Janofsky & Walker, LLP.
EXPERTS
The financial statements incorporated in this prospectus by reference to the
annual report on Form 10-K for the year ended June 30, 2001 have been so
incorporated in reliance on the report Arthur Andersen LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting. We have not been able to obtain, after reasonable efforts, the
written consent of Arthur Andersen to the inclusion of its report in this
prospectus, and we have not filed that consent in reliance on Rule 437a
promulgated under the Securities Act. We refer you to "Risk Factors--Risks
Related to Arthur Andersen LLP" for a discussion of the risks associated with
our inability to obtain Arthur Andersen's consent.
9
================================================================================
You should rely only on the information contained in or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. This prospectus should not be considered
an offer of these securities in any state where the offer is not permitted. You
should not assume that the information contained in or incorporated by reference
in this prospectus is accurate as of any date other than the date on the front
of this prospectus. Our business, financial condition, results of operations and
prospects may have changed since that date.
718,365 Shares
VERSAR, INC.
Common Stock
PROSPECTUS
_____, 2002
================================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
All costs and expenses incurred in connection with the issuance and
distribution of the securities being registered for sale will be paid by the
Registrant. The following is an itemized statement of these costs and expenses.
All amounts are estimates except the Securities and Exchange Commission
registration fee.
SEC registration fee.................................. $200
Printing and engraving................................ $500
Legal fees and expenses............................... $15,000
Miscellaneous $1,000
-----------------
Accounting fees and expenses.......................... $0
-----------------
Total............................................ $16,700
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers and directors under certain
circumstances against expenses incurred in successfully defending against a
claim and authorizes Delaware corporations to indemnify their officers and
directors under certain circumstances against expenses and liabilities incurred
in legal proceedings involving such persons because of their being or having
been an officer or director. The Certificate of Incorporation and Bylaws of the
Registrant provide for indemnification of its officers and directors to the full
extent authorized by such section.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, 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.
Item 16. Exhibits.
Exhibit
Number Description of Document
------ -----------------------
4.1 Registration Rights Agreement dated June 14, 2002 between Versar, Inc. and
Radyr Investments Limited.*
4.2 Stock Purchase Warrant dated June 14, 2002*
4.3 Stock Purchase Warrant date June 14, 2002*
5.1 Opinion of Paul, Hastings, Janofsky & Walker LLP.*
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP (included in Exhibit
5.1).*
24.1 Power of Attorney (included on the Signature Page of this registration
statement).*
*Filed herewith.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment
II-1
to this Registration Statement 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the undersigned registrant's annual report pursuant to Section 13(a)
or 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, may be permitted to directors, officers and controlling persons of
the undersigned registrant pursuant to the foregoing provisions, or otherwise,
the undersigned 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 undersigned registrant of expenses incurred or paid by a director, officer
or controlling person of the undersigned 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
undersigned 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.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, Versar, Inc., 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 Springfield, Commonwealth
of Virginia, on this 15th day of July, 2002.
VERSAR, INC.
By: /s/ Theodore M. Prociv
-----------------------------------
Theodore M. Prociv
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitute and appoint Theodore M. Prociv as the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in his name, place and
stead, in any and all capacities (including the undersigned's capacity as a
director and/or officer of Versar, Inc.), to sign a Registration Statement on
Form S-3 of Versar, Inc. to be filed under the Securities Act of 1933, as
amended, for the registration of the resale of 718,365 shares of Common Stock of
Versar, Inc. by the selling stockholder named herein, and any and all amendments
(including post-effective amendments) to such Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name Title Date
---- ----- ----
/s/ Theodore M. Prociv Director, President and Chief Executive Officer July 15, 2002
------------------------------------
Theodore M. Prociv
/s/ Lawrence W. Sinnott Senior Vice President, Chief Financial Officer and July 15, 2002
------------------------------------ Treasurer
Lawrence W. Sinnott
/s/ Benjamin M. Rawls Director - Chairman of the Board July 12, 2002
------------------------------------
Benjamin M. Rawls
Director July __, 2002
------------------------------------
Fernando V. Galaviz
/s/ Robert L. Durfee Director July 15, 2002
------------------------------------
Robert L. Durfee
Director July __, 2002
------------------------------------
James L. Gallagher
II-3
/s/ Michael Markels, Jr. Director July 15, 2002
------------------------------------
Dr. Michael Markels, Jr.
Director July __, 2002
------------------------------------
Thomas J. Shields
/s/ Amoretta M. Hoeber Director July 15, 2002
------------------------------------
Amoretta M. Hoeber
Director July __, 2002
------------------------------------
Amir Metry
/s/ Paul J. Hoeper Director July 15, 2002
------------------------------------
Paul J. Hoeper
II-4
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
4.1 Registration Rights Agreement dated June 14, 2002 between Versar, Inc. and
Radyr Investments Limited.*
4.2 Stock Purchase Warrant dated June 14, 2002*
4.3 Stock Purchase Warrant date June 14, 2002*
5.1 Opinion of Paul, Hastings, Janofsky & Walker LLP.*
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP (included in Exhibit
5.1).*
24.1 Power of Attorney (included on the Signature Page of this registration
statement).*
*Filed herewith