Form S-3 Filed March 16, 2007
As
filed with the Securities and Exchange Commission on March 16, 2007
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________________
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
________________
ADDVANTAGE
TECHNOLOGIES GROUP, INC.
(Exact
name of registrant as specified in its charter)
___________________
|
OKLAHOMA
|
73-1351610
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
1221
E Houston
Broken
Arrow, OK 74012
(918)
251-9121
(Address,
including zip code, and telephone number,
including
area code, of registrant’s principal executive offices)
___________________
KENNETH
A. CHYMIAK
President
and Chief Executive Officer
ADDvantage
Technologies Group, Inc.
1221
E Houston
Broken
Arrow, OK 74012
(918)
251-9121
(Name,
address, including zip code, and telephone number, including area code, of
agent
for service)
COPY
TO:
Lynnwood
R. Moore, Jr.
Conner
& Winters, LLP
4000
One Williams Center
Tulsa,
Oklahoma 74172-0148
(918)
586-5711
___________________
Approximate
date of commencement of proposed sale of the securities to the
public:
From time to time or at one time after the effective date of the Registration
Statement as determined by market conditions.
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 being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If
this Form is filed to register additional securities for an offering pursuant
to
Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the
Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If
this Form is a registration statement pursuant to General Instruction I.D.
or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. [ ]
If
this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities
or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box. [ ]
CALCULATION
OF REGISTRATION FEE
|
Title
of each class of securities to be
registered
|
Amount
to
be
registered
|
Proposed
maximum offering price per share (1)
|
Proposed
maximum aggregate offering price (1)
|
Amount
of
registration
fee
|
|
Common
Stock ($.01 par value)
|
200,000
|
$
3.43
|
$
686,000
|
$
22.00
|
(1) Estimated
solely for purposes of calculating the registration fee pursuant to Rule
457(c) under the Securities Act on the basis of the average of the high and
low
prices of the common stock of the registrant on March 13, 2007, as reported
on
the American Stock Exchange.
The
registrant hereby amends this Registration Statement on the 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 the date as the Securities and Exchange Commission, acting pursuant
to said Section 8(a), may determine.
Subject
to Completion, Dated March 16, 2007
200,000
Shares
ADDvantage
Technologies Group, Inc.
Common
Stock
Up
to 200,000 shares of our common stock (including up to 112,790 shares that,
until September 30, 2008, may be issued to the selling shareholders pursuant
to
an agreement between us and the selling shareholders) may be offered for sale
from time to time by certain selling shareholders named on page 10 of this
prospectus. We will not receive any of the proceeds from the sale of these
shares. Sales of shares by the selling shareholders may be effected from time
to
time in one or more transactions, including block trades, on the American Stock
Exchange, in the over-the-counter market, in negotiated transactions or in
a
combination of any of these methods of sale. The selling price of the shares
may
be at the market price prevailing at the time of sale, at a price related to
such prevailing market price or at a negotiated price. The selling shareholders
may be deemed “underwriters” within the meaning of the Securities Act of 1933,
as amended. See “Plan of Distribution” on page 11 of this
prospectus.
Our
common stock is listed on the American Stock Exchange under the symbol AEY.
On
March 13, 2007, the closing price of our common stock was $3.42 per
share.
Investing
in the common stock involves certain risks. See “Risk Factors” beginning on page
7 in this prospectus.
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 March 16, 2007.
TABLE
OF CONTENTS
_________________
You
should rely only on the information provided in this prospectus. We have not
authorized anyone else to provide you with different information. This
prospectus is not an offer to sell these shares of common stock and it is not
soliciting an offer to buy these shares of common stock in any state where
the
offer or sale is not permitted. You should not assume that the information
in
this prospectus is accurate as of any date other than the date on the cover
page
of this prospectus.
We
file annual reports, proxy statements, quarterly reports, special reports,
and
other information with the Securities and Exchange Commission (“SEC”). You may
read and copy reports, statements or other information at the SEC’s Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for information on the operation of the Public Reference
Room. Our SEC filings are also available to the public at the website maintained
by the SEC at http://www.sec.gov.
Information about us can also be found at our website at
http://www.addvantagetech.com.
This
prospectus, which constitutes a part of a registration statement on
Form S-3 filed by us with the SEC under the Securities Act of 1933, as
amended, or the Securities Act, omits certain of the information set forth
in
the registration statement. Accordingly, you should refer to the registration
statement and its exhibits for further information with respect to us and our
common stock. Copies of the registration statement and its exhibits are on
file
at the offices of the SEC. This prospectus contains statements concerning
documents filed as exhibits. For the complete text of any of these documents,
we
refer you to the copy of the document filed as an exhibit to the registration
statement.
The
SEC allows us to “incorporate by reference” the information we file with them,
which means that we can disclose important information to you by referring
you
to other documents which we have filed. The information incorporated by
reference is considered to be part of this prospectus, and information that
we
file later with the SEC will automatically update and supersede the information
in this prospectus. We incorporate by reference the documents listed below
and
any future filings we make with the SEC under Sections 13(a), 13(c), 14 or
15(d)
of the Securities Exchange Act of 1934, as amended, or the Exchange Act, until
all of the shares offered by this prospectus have been sold or we otherwise
terminate the offering of these shares:
| |
·
|
Our
Annual Report on Form 10-K for the year ended September 30, 2006, as
filed with the SEC on December 26,
2006;
|
| |
·
|
Our
Quarterly Report on Form 10-Q for the quarter ended December 31,
2006, as filed with the SEC on February 14,
2007;
|
| |
·
|
Our
Current Report on Form 8-K as filed with the SEC on March 9, 2007;
and
|
| |
·
|
The
description of our common stock contained in our registration statement
on
Form SB-2, file no. 33-9902-FW, including any amendment or
report filed before or after the date of this prospectus for the
purpose
of updating the description.
|
We
will provide, without charge, to each person to whom a copy of this prospectus
has been delivered, a copy of any of the documents referred to above as being
incorporated by reference. You may request a copy of these filings by writing
or
telephoning us at the following address:
Daniel
E. O'Keefe
ADDvantage
Technologies Group, Inc.
1221
E Houston
Broken
Arrow, OK 74012
(918)
251-9121
The
following summary highlights selected information from this prospectus and
in
the documents incorporated by reference. Because this is a summary, it does
not
contain all information about us that may be important to you. You should read
this entire prospectus and the other documents referred to in “Where You Can
Find Additional Information,” and the consolidated financial statements and
related notes which are incorporated by reference in this prospectus. Unless
the
context otherwise requires, references in this prospectus to “ADDvantage,” “we,”
“us,” and “our” refers to ADDvantage Technology Group, Inc. and its subsidiaries
collectively.
ADDvantage
Technologies Group, Inc.
Based
in Broken Arrow, Oklahoma, we are a supplier of a comprehensive line of
electronics and hardware for the cable television (“CATV”) industry. Through our
eight wholly-owned operating subsidiaries, we distribute and service products
used to acquire, distribute, receive and protect the broad range of
communications signals carried on fiber optic, coaxial cable and wireless
distribution systems.
Through
our TULSAT subsidiary, we are an exclusive Scientific-Atlanta Master Stocking
Distributor for certain legacy products and a distributor for most of
Scientific-Atlanta's other products. Our NCS subsidiary is a leading distributor
of Motorola broadband products. Other subsidiaries distribute products for
leading cable equipment original equipment manufacturers such as Standard,
Corning-Gilbert, RL Drake Company, Blonder-Tongue Laboratories, Quintech
Electronics, Videotek and others. Each of our subsidiaries also operates service
repair centers specializing in Motorola, Magnavox, Scientific-Atlanta and Alpha
Power Supplies repairs.
It
is through the development of our supplier network and specialized knowledge
of
our sales team that we market our products and services to the larger cable
multiple system operators ("MSOs") and telecommunication companies. Our
customers provide an array of different communications services, including
television, high-speed data and telephony to single family homes, apartments
and
institutions such as hospitals, prisons, universities, schools, cruise boats
and
others, and compete in their ability to offer CATV customers "triple play"
transmission services including video, data and telephony. We maintain the
largest inventory of new and used cable products in the industry and offer
our
customers same day shipments.
Our
mailing address is 1221 E Houston,
Broken
Arrow, OK 74012, and our telephone number is (918) 251-9121. Our website is
www.addvantagetech.com.
Except for this prospectus and the documents incorporated by reference which
are
on our website, other information on our website is not and should not be
considered a part of this prospectus.
The
Offering
|
Common
Stock offered by selling shareholders
|
87,210 shares
|
|
Shares
subject to issuance under agreement between
us and selling shareholders
|
112,790
shares
|
|
Common
Stock to be outstanding after the offering, based on shares outstanding
on
January
31, 2007
|
10,346,546
shares
|
|
American
Stock Exchange symbol
|
AEY
|
No
shares are being offered or sold by us either directly or through options or
warrants. The shares have been issued to the selling shareholders by us. Thus,
the sale of any of the offered shares will not result in an increase in the
numbers of outstanding shares of our common stock. The total of
10,346,546
shares of common stock to be outstanding after this offering is based on
10,233,756
shares outstanding on
January 31, 2007,
as reported on our Quarterly Report on Form 10-Q for the quarterly period ended
December 31, 2006, as filed with the SEC on February 14, 2007.
This
is a continuous offering and is not underwritten. We cannot predict when or
if
the selling shareholders will sell their shares.
You
should carefully consider the following risk factors, in addition to the other
information set forth in this prospectus, before deciding to purchase any shares
of our common stock. Each of these risk factors could adversely affect our
business, operating results and financial condition, as well as adversely affect
the value of an investment in our common stock. Additional risks not presently
known, or which we currently consider immaterial also may adversely affect
us.
We
are highly dependent upon our principal executive officers who also own a
significant amount of our outstanding stock.
As of March 8, 2007, David Chymiak, Chairman of the Board, and Kenneth Chymiak,
President and Chief Executive Officer, owned approximately 44% of our
outstanding common stock and 100% of our outstanding preferred stock. Our
performance is highly dependent upon the skill, experience and availability
of
these two persons. Should either of them become unavailable to us, our
performance and results of operations would probably be adversely affected
to a
material extent. In addition, they continue to own a significant interest in
us,
thus limiting our ability to take any action without their approval or
acquiescence. Likewise, as shareholders, they may elect to take certain actions
which may be contrary to the interests of the other shareholders.
Our
business is dependent on our customers' capital
budgets.
Our performance is impacted by our customers' capital spending for constructing,
rebuilding, maintaining or upgrading broadband communications systems. Capital
spending in the telecommunications industry is cyclical. A variety of factors
will affect the amount of capital spending, and therefore, our sales and
profits, including:
·consolidations
and recapitalizations in the cable television industry;
·general
economic conditions;
·availability
and cost of capital;
·other
demands and opportunities for capital;
·regulations;
·demands
for network services;
·competition
and technology; and
·real
or perceived trends or uncertainties in these factors.
Developments
in the industry and in the capital markets in recent years have reduced access
to funding for certain customers, causing delays in the timing and scale of
deployments of our equipment, as well as the postponement or cancellation of
certain projects by our customers.
On
the other hand, a significant increase in the capital budgets of our customers
could impact us in a negative fashion. Much of our inventory consists of
refurbished and surplus-new equipment and materials that we have acquired from
other cable operators. If our customers seek higher end, more expensive
equipment, the demand for our products may suffer.
The
markets in which we operate are very competitive, and competitive pressures
may
adversely affect our results of operations.
The markets for broadband communication equipment are extremely competitive
and
dynamic, requiring the companies that compete in these markets to react quickly
and capitalize on change. This will require us to make quick decisions and
deploy substantial resources in an effort to keep up with the ever-changing
demands of the industry. We compete with national and international
manufacturers, distributors, resellers and wholesalers including many companies
larger than we are.
The
rapid technological changes occurring in the broadband markets may lead to
the
entry of new competitors, including those with substantially greater resources
than we have. Because the markets in which we compete are characterized by
rapid
growth and, in some cases, low barriers to entry, smaller niche market companies
and start-up ventures also may become principal competitors in the future.
Actions by existing competitors and the entry of new competitors may have an
adverse effect on our sales and profitability.
Consolidations
in the telecommunications industry could result in delays or reductions in
purchases of products, which would have a material adverse effect on our
business.
The telecommunications industry has experienced the consolidation of many
industry participants, and this trend is expected to continue. We and our
competitors may each supply products to businesses that have merged, such as
the
recent purchase of Adelphia Communications Corporation by Time Warner and
Comcast, or will merge in the future. Consolidations could result in delays
in
purchasing decisions by the merged businesses and we could play either a greater
or lesser role in supplying the communications products to the merged entity.
These purchasing decisions of the merged companies could have a material adverse
effect on our business. Mergers among the supplier base also have increased,
such as the recent acquisition of Scientific-Atlanta by Cisco, and this trend
may continue. The larger combined companies may be able to provide better
solution alternatives for customers and potential customers. The larger breadth
of product offerings by these consolidated suppliers could result in customers
electing to trim their supplier base for the advantages of one-stop shopping
solutions for all of their product needs.
Our
success depends in large part on our ability to attract and retain qualified
personnel in all facets of our operations.
Competition for qualified personnel is intense, and we may not be successful
in
attracting and retaining key executives, marketing, engineering and sales
personnel, which could impact our ability to maintain and grow our operations.
Our future success will depend, to a significant extent, on the ability of
our
management to operate effectively. The loss of services of any key personnel,
the inability to attract and retain qualified personnel in the future or delays
in hiring required personnel, particularly engineers and other technical
professionals, could negatively affect our business.
We
are substantially dependent on certain manufacturers, and an inability to obtain
adequate and timely delivery of products could adversely affect our
business.
We are a value added reseller and master stocking distributor for
Scientific-Atlanta and a value added reseller of Motorola broadband and
transmission products. During fiscal 2006, our inventory purchases from these
two companies totaled approximately $21.5 million, or 59% of our total inventory
purchases. Should these relationships terminate or deteriorate, or should either
manufacturer be unable or unwilling to deliver the products needed by us for
our
customers, our performance could be adversely impacted. An inability to obtain
adequate deliveries or any other circumstance that would require us to seek
alternative sources of supplies could affect our ability to ship products on
a
timely basis. Any inability to reliably ship our products on time could damage
relationships with current and prospective customers and harm our business.
We
have a large investment in our inventory which could become obsolete or
outdated.
Determining the amounts and types of inventory requires us to speculate to
some
degree as to what the future demands of our customers will be. Consolidation
in
the industry or competition from other types of broadcast media could
substantially reduce the demands for our inventory, which could have a material
adverse effect upon our business and financial results. The broadband
communications industry is characterized by rapid technological change. In
the
future, technological advances could lead to the obsolescence of a substantial
portion of our current inventory, which could have a material adverse effect
on
our business. The Company's largest asset is its inventory. Over the past few
years, our inventory growth has been primarily in new products. However, the
Company continues to maintain a large investment in used, refurbished,
remanufactured or surplus new equipment.
We
have purchased a large quantity of legacy digital converter boxes which could
become obsolete or outdated.
Recently we purchased approximately 115,000 of used digital converter boxes
for
approximately $2.0 million and expect to invest an additional $2.0 million
to
$3.0 million to prepare them for resale. The boxes we purchased and currently
market are considered legacy boxes as the security features (which allow the
MSOs or cable operators to control channel access and services) are not
separable from digital boxes. During the first quarter of fiscal 2007, we sold
approximately 7,100 of the boxes.
There
is currently an FCC ban on the sale of these types of legacy boxes scheduled
to
go into effect on July 1, 2007.
While we cannot yet determine the final impact of the ban, we believe the ban
has created an increased demand for our legacy boxes as our U.S. customers
will
want to build their inventory of these cost effective legacy boxes prior to
the
ban date. In addition, we expect there will continue to be a demand for our
legacy boxes
after the ban date, in the U.S. if waivers are obtained or the FCC deadline
is
extended, and internationally where no ban exists and these boxes are widely
used. While there is speculation that there will be a large surplus supply
of
legacy boxes after the ban date, and there could be some price deterioration
in
the international market for these boxes due to the excess surplus available,
we
expect the eventual sales prices of our legacy boxes remaining in inventory
after July 1, 2007, will still exceed our costs. If
we fail to sell our inventory of legacy digital boxes and the FCC fails to
issue
waivers or delay the enforcement date, such that no additional sales of legacy
inventory can be made in the U.S. after July 1, 2007, and there is a lack of
demand for these boxes in the international market, an adjustment may be needed
to write down the value of any remaining legacy boxes in inventory and this
adjustment may have an adverse effect on our financial performance.
Our
outstanding common stock is very thinly traded.
While we have approximately 10.2 million shares of common stock outstanding,
approximately 44% of these shares are beneficially owned at
March 8,
2007,
by David Chymiak and Kenneth Chymiak. As a consequence, only about 56% of our
shares of common stock are held by nonaffiliated, public investors and available
for public trading. The average daily trading volume of our common stock is
low.
Thus, investors in our common stock may encounter difficulty in liquidating
their investment in a timely and efficient manner.
We
have not paid any dividends on our outstanding common stock and have no plans
to
pay dividends in the future.
We currently plan to retain our earnings and have no plans to pay dividends
on
our common stock in the future. We may also enter into credit agreements or
other borrowing arrangements which may restrict our ability to declare dividends
on our common stock.
Our
principal executive officers and shareholders have a number of conflicts of
interest with us.
Certain of our properties are leased from entities owned by our principal
executive officers. Also, these executives have made loans to us in various
amounts in the past and were paid interest on these loans. These transactions
are described in the proxy statement that is incorporated by reference into
this
report. These arrangements create certain conflicts of interest between these
executives and us that may not always be resolved in a manner most beneficial
to
us.
Our
international operations may be adversely affected by a number of
factors.
Although the majority of our business efforts are focused in the United States,
we have international operations in the Philippines, Taiwan, Korea, Japan,
Australia, Brazil, Ecuador, Dominican Republic, Honduras, Panama, Mexico,
Colombia and a few other Latin American countries. We currently have no binding
agreements or commitments to make any material international investment. Our
foreign operations may be adversely affected by a number of factors,
including:
·local
political and economic developments could restrict or increase the cost of
our foreign
operations;
·exchange
controls and currency fluctuations;
·tax
increases and retroactive tax claims could increase costs of our foreign
operations;
·expropriation
of our property could result in loss of revenue, property and
equipment;
·import
and export regulations and other foreign laws or policies could result in loss
of revenues;
and
·laws
and policies of the United States affecting foreign trade, taxation and
investment could restrict our ability to fund foreign operations or make foreign
operations more
costly.
This
prospectus and the documents we incorporate by reference include
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. All statements, other than statements
of historical facts, included or incorporated by reference in this prospectus
which address activities, events or developments which we expect or anticipate
will or may occur in the future are forward-looking statements. The words
“believes,” “intends,” “expects,” “anticipates,” “projects,” “estimates,”
“predicts” and similar expressions are also intended to identify forward-looking
statements. Although we believe that the expectations reflected in such
forward-looking statements are reasonable, we can give no assurance that such
expectations reflected in such forward-looking statements will prove to have
been correct. These statements are subject to a number of risks, uncertainties
and developments beyond our control or foresight, including changes in the
trends of the cable television industry, technological developments, changes
in
the economic environment generally, the growth or formation of competitors,
changes in governmental regulation or taxation, changes in our personnel and
other such factors. Our actual results, performance, or achievements may differ
significantly from the results, performance, or achievements expressed or
implied in the forward-looking statements. We do not undertake any obligation
to
publicly release any revisions to these forward-looking statements to reflect
events or circumstances after the date of this prospectus or to reflect the
occurrence of unanticipated events. Readers should carefully review the risk
factors described under “Risk Factors” above and in other documents that are
incorporated by reference into this prospectus.
We
will not receive any of the proceeds from the sale of shares of common stock
offered by this prospectus.
Background
On
June 22, 2006, we entered into an asset purchase agreement with Broadband
Remarketing International LLC, a Pennsylvania limited liability company ("BRI"),
and each of the members of BRI, David E. Showalter and M. Travis Neumann, Jr.,
as guarantors. Pursuant to the asset purchase agreement, we, through our
subsidiary, Tulsat-Pennslyvania LLC, a Pennsylvania limited liability company,
agreed to acquire the business and certain assets of BRI for a purchase price
consisting of that number of shares of our common stock having a fair market
value at the time of the closing of the transaction of $450,000, plus additional
shares over a two-year period valued at up to $296,000 pursuant to an earnout
agreement. The asset purchase agreement provides for the issuance of shares
of
our common stock to BRI in exchange for the assets of BRI, however the BRI
members, Mr. Showalter and Mr. Neumann, instructed us to issue the shares to
them individually, in proportion to each of their ownership interests in BRI.
On
June 30, 2006 we issued a total of 87,210 shares of our common stock to the
selling shareholders, including 61,047 shares to Mr. Showalter (70 percent),
and
26,163 shares to Mr. Neumann (30 percent). Any shares issued pursuant to the
earnout agreement will be issued to these two selling shareholders in the same
proportions.
The
earnout agreement provides that we will issue shares of our common stock to
BRI
(and pursuant to the BRI members' request, the issuance will be to the selling
shareholders) at specified times if the aggregate net income (as defined by
the
earnout agreement) of the business that we acquired from BRI reaches specified
thresholds during the period beginning October 1, 2006 and ending September
30,
2008 (the "Term"). Not more than 45 days following the end of the calendar
month
during which the aggregate net income during the Term reaches each threshold
set
forth in the table below, we will issue shares of our common stock equal to
the
value to be issued divided by the average of the closing sales prices, regular
way, of the shares on the American Stock Exchange for the last five trading
days
of the calendar month during which the applicable net income threshold was
achieved.
|
Aggregate
Net Income
|
Value
of Shares to be Issued
|
|
|
|
|
$
800,000
|
$
74,000
|
|
$ 1,000,000
|
$
74,000
|
|
$ 1,200,000
|
$148,000
|
If
BRI earns the maximum earnout value pursuant to the Earnout Agreement, we could
issue up to a total of 112,790
additional
shares to the selling shareholders (as instructed by them as the BRI members),
including 70 percent of the total to Mr. Showalter (up to 78,953 shares) and
30
percent to Mr. Neumann (up to 33,837 shares).
All
of the shares which have been issued to the selling shareholders, and which
they
may earn pursuant to the earnout agreement, may be offered for sale from time
to
time by the selling shareholders pursuant to this prospectus. The term "selling
shareholders" as used in this prospectus, includes M. Travis Neumann, Jr. and
David E. Showalter and their transferees, pledges, donees and other successors
acquiring an interest in the shares after the date of this prospectus.
The
selling shareholders are not obligated to sell their shares. If they do sell
their shares, they may be sold pursuant to this prospectus or in another
permitted manner. Thus, no assurances can be given as to the number of shares
that may be sold by the selling shareholders or that will be held by them upon
completion of the sales. Information concerning the selling shareholders may
change from time to time and the changed information will be presented in a
supplement to this prospectus if and when necessary and required. We do not
know
how long the selling shareholders may hold their shares before selling them.
We
currently have no agreements, arrangements or understandings with any of the
selling shareholders regarding sales of their shares.
M.
Travis Neumann, Jr. and David E. Showalter have not had a material relationship
with us or any of our subsidiaries within three years prior to our aquisition
of
BRI. They also have sole voting and investment power with respect to the shares
they acquired pursuant to the asset purchase agreement.
We
are registering the offer and sale of the shares covered by this prospectus
on
behalf of the selling shareholders. As used in this prospectus, the term
“selling shareholders” includes donees, pledgees, transferees or other
successors-in-interest selling shares received from a selling shareholder after
the date of this prospectus. The selling shareholders will act independently
of
us in making decisions with respect to the timing, manner and size of each
sale.
The
selling shareholders may sell all or a portion of the shares of common stock
beneficially owned by them and offered hereby from time to time directly or
through one or more underwriters, broker-dealers or agents. If the shares of
common stock are sold through underwriters or broker-dealers, the selling
shareholders will be responsible for underwriting discounts or commissions
or
agent’s commissions. The shares of common stock may be sold in one or more
transactions at fixed prices, at prevailing market prices at the time of the
sale, at varying prices determined at the time of sale, or at negotiated prices.
These sales may be effected in transactions, which may involve crosses or block
transactions,
|
|
•
|
|
on
the American Stock Exchange or any other national securities exchange
or
quotation service on which the common stock may be listed or quoted
at the
time of sale;
|
|
|
•
|
|
in
the over-the-counter market;
|
|
|
•
|
|
otherwise
than on these exchanges or systems or in the over-the-counter market;
|
|
|
•
|
|
through
the writing of options, whether such options are listed on an options
exchange or otherwise;
|
|
|
•
|
|
in
ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
|
|
|
•
|
|
pursuant
to 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;
|
|
|
•
|
|
through
purchases by a broker-dealer as principal and resale by the broker-dealer
for its account;
|
|
|
•
|
|
which
constitute an exchange distribution in accordance with the rules
of the
applicable exchange;
|
|
|
•
|
|
which
are privately negotiated;
|
|
|
•
|
|
in
which broker-dealers may agree with the selling shareholders to sell
a
specified number of such shares at a stipulated price per share;
|
|
|
•
|
|
which
include a combination of any such methods of sale; and
|
|
|
•
|
|
which
are effectuated through any other method permitted pursuant to applicable
law.
|
If
the selling shareholders effect such transactions by selling shares of common
stock to or through underwriters, broker-dealers or agents, such underwriters,
broker-dealers or agents may receive commissions in the form of discounts,
concessions or commissions from the selling shareholders or commissions from
purchasers of the shares of common stock for whom they may act as agent or
to
whom they may sell as principal (which discounts, concessions or commissions
as
to particular underwriters, broker-dealers or agents may be in excess of those
customary in the types of transactions involved). In connection with sales
of
the shares of common stock or otherwise, the selling shareholders may enter
into
hedging transactions with broker-dealers, which may in turn engage in short
sales of the shares of common stock in the course of hedging in positions they
assume. The selling shareholders may also sell shares of common stock short
and
deliver shares of common stock covered by this prospectus to close out short
positions. The selling shareholders may also loan or pledge shares of common
stock to broker-dealers that in turn may sell such shares.
The
selling shareholders may pledge or grant a security interest in some or all
of
the shares of common stock owned by them and, if they default in the performance
of their secured obligations, the pledgees or secured parties may offer and
sell
the shares of common stock from time to time pursuant to this prospectus or
any
amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act, amending, if necessary, the list of selling shareholders
to include the pledgee, transferee or other successors in interest as selling
shareholders under this prospectus. The selling shareholders also may transfer
and donate the shares of common stock in other circumstances in which case
the
transferees, donees, pledgees or other successors in interest will be the
selling beneficial owners for purposes of this prospectus.
The
selling shareholders and any broker-dealer participating in the distribution
of
the shares of common stock may be deemed to be “underwriters” within the meaning
of the Securities Act, and any commission paid, or any discounts or concessions
allowed to, any such broker-dealer may be deemed to be underwriting commissions
or discounts under the Securities Act. At the time a particular offering of
the
shares of common stock is made, a prospectus supplement, if required, will
be
distributed which will set forth the aggregate amount of shares of common stock
being offered and the terms of the offering, including the name or names of
any
broker-dealers or agents, any discounts, commissions and other terms
constituting compensation from the selling shareholders and any discounts,
commissions or concessions allowed or reallowed or paid to broker-dealers.
Under
the securities laws of some states, the shares of common stock may be sold
in
such states only through registered or licensed brokers or dealers. In addition,
in some states the shares of common stock may not be sold unless such shares
have been registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with.
There
can be no assurance that any selling shareholder will sell any or all of the
shares of common stock registered pursuant to the shelf registration statement,
of which this prospectus forms a part.
The
selling shareholders and any other person participating in such distribution
will be subject to applicable provisions of the Securities Exchange Act, and
the
rules and regulations thereunder, including, without limitation, Regulation
M of
the Exchange Act, which may limit the timing of purchases and sales of any
of
the shares of common stock by the selling shareholders and any other
participating person. Regulation M may also restrict the ability of any person
engaged in the distribution of the shares of common stock to engage in
market-making activities with respect to the shares of common stock. All of
the
foregoing may affect the marketability of the shares of common stock and the
ability of any person or entity to engage in market-making activities with
respect to the shares of common stock.
The
selling shareholders will pay all expenses of the registration of their shares
of common stock estimated to be $15,022 in total, including, without limitation,
SEC filing fees and expenses of compliance with state securities or “blue sky”
laws. In addition, a selling shareholder will pay all underwriting discounts
and
selling commissions, if any. We may be indemnified by the selling shareholders
against civil liabilities, including liabilities under the Securities Act,
that
may arise from any written information furnished to us by the selling
shareholder specifically for use in this prospectus, in accordance with the
related registration rights agreement, or we may be entitled to contribution.
Once
sold under the shelf registration statement, of which this prospectus forms
a
part, the shares of common stock will be freely tradable in the hands of persons
other than our affiliates.
The
validity of the shares of our common stock being offered hereby is being passed
upon for us by Conner & Winters, LLP.
Our
audited financial statements incorporated by reference in this prospectus have
been audited by (1) Hogan
& Slovacek, a professional corporation, our independent
public accountants, and also, with respect to our Annual Report on Form 10-K
for
the year ended September 30, 2006, as filed with the SEC on December 26,
2006, by (2) Tullius Taylor Sartain & Sartain LLP, our independent public
accountants prior to January
26,
2006. Their reports are incorporated herein in reliance upon the authority
of
said firms as experts in accounting and auditing.
200,000
Shares
of Common Stock
ADDvantage
Technologies Group, Inc.
Prospectus
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other
Expenses of Issuance and Distribution.
The
selling shareholders shall incur the following expenses in connection with
the
issuance and distribution of the securities being offered hereby:
|
SEC
filing fee
|
|
$
|
22.00
|
|
|
Federal
taxes, State taxes and fees
Transfer
agent's fees, Accounting fees and expenses
|
|
|
2,000
|
|
|
Legal
fees and expenses
|
|
|
11,000
|
|
|
Printing
and engraving
|
|
|
1,000
|
|
|
Miscellaneous
|
|
|
1,000
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
15,022
|
|
Item
15. Indemnification
of Directors and Officers.
The
registrant's Certificate of Incorporation, as amended ("Certificate of
Incorporation") and Bylaws provide that each person who was or is made a party
to, or is involved in, any action, suit or proceeding by reason of the fact
that
he or she was a director, officer, employee or agent of the registrant (or
was
serving at the request of the registrant as a director, officer, employee or
agent for another entity) will be indemnified and held harmless by the
registrant, to the fullest extent not prohibited by the laws of
Oklahoma.
Under
Section 1031 of the Oklahoma General Corporation Act (the "OGCA"), a corporation
may indemnify a director, officer, employee or agent of the corporation against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her if he or she acted
in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct
was
unlawful. In the case of an action brought by or in the right of a corporation,
the corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him or her if he or she acted in good faith and in a manner he
or
she reasonably believed to be in the best interests of the corporation, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the corporation
unless a court finds that, in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as
the
court shall deem proper.
The
OGCA permits Oklahoma corporations to include in their certificates of
incorporation a provision eliminating or limiting director liability for
monetary damages arising from breaches of their fiduciary duty. The Certificate
of Incorporation provides that to the maximum extent permitted by law, a
director of the registrant shall not be liable to the registrant or its
shareholders for monetary damages for breach of fiduciary duty as a director.
The only limitations imposed under the OGCA and the Certificate of Incorporation
are that a director's liability will not be limited: (i) for breaches of the
director's duty of loyalty to the corporation or its shareholders, (ii) for
acts
or omissions not in good faith or involving intentional misconduct or known
violations or law, (iii) for the payment of unlawful dividends or unlawful
stock
purchases or redemptions, or (iv) for transactions in which the director derived
an improper personal benefit.
The
foregoing summaries are necessarily subject to the complete text of the
statutes, the Certificate of Incorporation and Bylaws referred to above and
are
qualified in their entirety by reference thereto.
Item
16. Exhibits.
The
following exhibits are filed herewith unless otherwise indicated:
1.1
Form
of Underwriting Agreement (any underwriting agreement entered into with respect
to any of the shares offered hereby will be filed as an exhibit to a current
report on Form 8-K and will be deemed incorporated herein by
reference).
| |
5.1
|
Legal
Opinion of Conner & Winters,
LLP.
|
| |
23.1
|
Consent
of Conner & Winters, LLP, is contained in its opinion included as
exhibit 5.1.
|
| |
23.2
|
Consent
of Hogan & Slovacek, a professional
corporation.
|
| |
23.3
|
Consent
of Tullius, Taylor, Sartain & Sartain
LLP.
|
| |
24.1
|
Power
of Attorney (appears on the signature page of this registration
statement).
|
___________________
Item
17. Undertakings.
(a) The
undersigned registrant hereby undertakes:
(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 Securities and
Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement;
and
|
| (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;
|
provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
(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 this 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 provisions discussed in Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of
such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Tulsa, State of Oklahoma, on March 16, 2007.
ADDvantage Technologies Group, Inc.
By: /s/
Kenneth A.
Chymiak
Kenneth A. Chymiak, President and
Chief Executive Officer
POWER
OF ATTORNEY
BE
IT KNOWN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints David E. Chymiak and Kenneth A. Chymiak, or either
of
them, as true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments to this
registration statement (including post-effective amendments) or any abbreviated
registration statement and any amendments thereto filed pursuant to Rule 462(b)
of the Securities Act increasing the number of securities for which registration
is sought, and to file the same, with all exhibits thereto, and all 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, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
|
Signature
|
Title
|
Date
|
|
/s/
Kenneth A.
Chymiak
Kenneth
A.
Chymiak
|
President,
and Chief Executive Officer, Director
(Principal
Executive)
|
March
16, 2007
|
| |
|
|
|
Daniel E. O'Keefe
|
Chief
Financial Officer
(Principal
Accounting Officer)
|
March
16, 2007
|
|
|
|
|
|
|
Chairman
of the Board of Directors, Director
|
March
16, 2007
|
|
|
|
|
|
/s/ Freddie H.
Gibson
Freddie
H. Gibson
|
Director
|
March
16, 2007
|
|
|
|
|
|
Stephen
J. Tyde
|
Director
|
March
16, 2007
|
|
|
|
|
|
/s/ Henry F.
McCabe
Henry
F. McCabe
|
Director
|
March
16, 2007
|
INDEX
TO EXHIBITS
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
|
1.1
|
Form
of Underwriting Agreement (any underwriting agreement entered into
with
respect to any of the shares offered hereby will be filed as an exhibit
to
a current report on Form 8-K and will be deemed incorporated herein
by
reference).
|
|
5.1
|
Legal
Opinion of Conner & Winters, LLP.
|
|
23.1
|
Consent
of Conner & Winters, P.C., is contained in its opinion included as
exhibit 5.1.
|
|
23.2
23.3
|
Consent
of Hogan & Slovacek, a professional corporation.
Consent
of Tullius, Taylor, Sartain & Sartain LLP.
|
|
24.1
|
Power
of Attorney (appears on the signature page of this registration
statement).
|