Page
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Forward-looking
Statements
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3
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The
Company
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4
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Risk
Factors
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6
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Selling
Securityholders
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13
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Plan
of Distribution
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17
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Indemnification
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18
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Legal
Matters
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18
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Experts
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18
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Where
You Can Find More Information
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19
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Incorporation
of Certain Documents by Reference
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19
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·
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identify
emerging technological trends in our target
markets;
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·
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develop
and maintain competitive products;
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·
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enhance
our products by improving performance and adding innovative features
that
differentiate our products from those of our
competitors;
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·
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develop
and manufacture and bring products to market quickly at cost-effective
prices; and
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·
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meet
scheduled timetables for the development, certification and delivery
of
new products.
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·
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terminate
contracts for its convenience;
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·
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reduce
or modify contracts if its requirements or budgetary constraints
change;
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·
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cancel
multi-year contracts and related orders if funds for contract performance
for any subsequent year become
unavailable;
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·
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shift
its spending practices; and
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·
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adjust
contract costs and fees on the basis of audits done by its
agencies.
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·
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procurement
integrity;
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·
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export
control;
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·
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government
security regulations;
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·
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employment
practices;
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·
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protection
of the environment;
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·
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accuracy
of records and the recording of costs;
and
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·
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foreign
corruption.
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·
|
the
frequent need to bid on programs in advance of the completion of
their
design (which may result in unforeseen technological difficulties
and cost
overruns);
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·
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the
substantial time and effort, including the relatively unproductive
design
and development required to prepare bids and proposals, spent for
competitively awarded contracts that may not be awarded to
us;
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·
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design
complexity and rapid technological obsolescence;
and
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·
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the
constant need for design
improvement.
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·
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the
reputation and competitiveness of our products and services may
deteriorate as a result of the reduction of our control and quality
and
delivery schedules and the consequent risk that we will experience
supply
interruptions and be subject to escalating costs;
and
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·
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our
competitiveness may be harmed by the failure of our contract manufacturers
to develop, implement or maintain manufacturing methods appropriate
for
our products and customers.
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·
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the
size and timing of contract receipt and funding; changes in U.S.
Government policies and government budgetary
policies;
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·
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termination
or expiration of a key government
contract;
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·
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our
ability and the ability of our key suppliers to respond to changes
in
customer orders;
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·
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timing
of our new product introductions and the new product introductions
of our
competitors;
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·
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adoption
of new technologies and industry
standards;
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·
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competitive
factors, including pricing, availability and demand for competing
products
fluctuations in foreign currency exchange
rates;
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·
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conditions
in the capital markets and the availability of project
financing;
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·
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regulatory
developments;
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·
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general
economic conditions;
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·
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changes
in the mix of our products;
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·
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cost
and availability of components and subsystems;
and
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·
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price
erosion.
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Common
stock beneficially owned
after
the offering
|
|||||||||||||
Name
of selling security holder
|
Number
of
shares
beneficially
owned
prior to
the offering
|
Number
of
shares
being
offered
|
Number
of
shares
|
Percentage
of
outstanding
shares
|
|||||||||
LibertyView
Funds, L.P. (1)
|
83,478
(2)
|
83,478
(2)
|
-0-
|
-0-
|
|||||||||
LibertyView
Special Opportunities Fund, L.P. (3)
|
41,740
(4)
|
41,740
(4)
|
-0-
|
-0-
|
|||||||||
Trust
D (for a portion of the assets of Kodak Retirement Income Plan)
(5)
|
83,478
(6)
|
83,478
(6)
|
-0-
|
-0-
|
|||||||||
Pierce
Diversified Strategy Master Fund LLC, Ena (7)
|
83,478
(8)
|
83,478
(8)
|
-0-
|
-0-
|
|||||||||
Enable
Opportunity Partners LP (9)
|
125,218(10)
|
125,218(10)
|
-0-
|
-0-
|
|||||||||
Enable
Growth Partners LP (11)
|
626,087(12)
|
626,087(12)
|
-0-
|
-0-
|
|||||||||
The
Heller Family Foundation (13)
|
120,000(14)
|
120,000(14)
|
-0-
|
-0-
|
|||||||||
Ronald
I. Heller IRA (15)
|
150,000(16)
|
150,000(16)
|
-0-
|
-0-
|
|||||||||
Highbridge
International LLC (17)
|
417,392(18)
|
417,392(18)
|
-0-
|
-0-
|
|||||||||
Iroquois
Master Fund Ltd. (19)
|
420,000(20)
|
420,000(20)
|
-0-
|
-0-
|
|||||||||
Rockmore
Investment Master Fund Ltd. (21)
|
288,107(22)
|
260,870(23)
|
27,237
|
*
|
|||||||||
Cranshire
Capital, L.P. (24)
|
156,522(25)
|
156,522(25)
|
-0-
|
-0-
|
|||||||||
Atlas
Master Fund, Ltd. (26)
|
228,696(27)
|
208,696(28)
|
20,000
|
*
|
|||||||||
Whitebox
Intermarket Partners, LP (29)
|
146,
087(30)
|
146,
087(30)
|
-0-
|
-0-
|
|||||||||
SF
Capital Partners Ltd. (31)
|
626,088(32)
|
626,088(32)
|
-0-
|
-0-
|
|||||||||
Ellsworth
Fund Ltd. (33)
|
140,700(34)
|
52,200(35)
|
88,500
|
*
|
|||||||||
Portside
Growth and Opportunity Fund (36)
|
161,282(37)
|
104,349(38)
|
56,933
|
*
|
|||||||||
OTA
Swaps LLC (39)
|
64,696(40)
|
64,696(40)
|
-0-
|
-0-
|
|||||||||
Triage
Capital Management B, L.P. (41)
|
79,305(42)
|
79,305(42)
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-0-
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-0-
|
Common
stock beneficially owned
after
the offering
|
|||||||||||||
Name
of selling security holder
|
Number
of
shares
beneficially
owned
prior to
the offering
|
Number
of
shares
being
offered
|
Number
of
shares
|
Percentage
of
outstanding
shares
|
|||||||||
Triage
Capital Management L.P. (43)
|
64,696(44)
|
64,696(44)
|
-0-
|
-0-
|
|||||||||
Castle
Creek Technology Partners, LLC (45)
|
104,349(46)
|
104,349(46)
|
-0-
|
-0-
|
|||||||||
David
S. Nagelberg IRA (47)
|
60,000(48)
|
60,000(48)
|
-0-
|
-0-
|
|||||||||
Hudson
Bay Fund, L.P. (49)
|
651,130(50)
|
651,130(50)
|
-0-
|
-0-
|
|||||||||
Hudson
Bay Overseas Fund, Ltd. (51)
|
183,653(52)
|
183,653(52)
|
-0-
|
-0-
|
|||||||||
Alexandra
Global Master Fund Ltd. (53)
|
980,087(54)
|
626,087(55)
|
354,000
|
*
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(1)
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The
selling security holder has advised us that the natural person that
has
voting and dispositive power over its securities is Richard A. Meckler,
an
employee of Neuberger Berman, LLC, which is the investment advisor
of the
selling security holder.
|
(2)
|
Represents
(i) 69,565 Shares and (ii) 13,913 Shares issuable upon exercise of
the
warrant issued in the August 2006 private placement.
|
(3)
|
The
selling security holder has advised us that the natural person that
has
voting and dispositive power over its securities is Richard A. Meckler,
an
employee of Neuberger Berman, LLC, which is the investment advisor
of the
selling security holder.
|
(4)
|
Represents
(i) 34,783 Shares and (ii) 6,957 Shares issuable upon exercise of
the
warrant issued in the August 2006 private placement.
|
(5)
|
The
selling security holder has advised us that the natural person that
has
voting and dispositive power over its securities is Richard A. Meckler,
an
employee of Neuberger Berman, LLC, which is the investment advisor
of the
selling security holder.
|
(6)
|
Represents
(i) 69,565 Shares and (ii) 13,913 shares issuable upon exercise of
the
warrant issued in the August 2006 private placement.
|
(7)
|
The
selling security holder has advised us that the natural person that
has
voting and dispositive power over its securities is Mitch Levine,
the
managing partner of the selling security holder.
|
(8)
|
Represents
(i) 69,565 Shares and (ii) 13,913 shares issuable upon exercise of
the
warrant issued in the August 2006 private placement.
|
(9)
|
The
selling security holder has advised us that the natural person that
has
voting and dispositive power over its securities is Mitch Levine,
the
managing partner of the selling security holder.
|
(10)
|
Represents
(i) 104,348 Shares and (ii) 20,870 Shares issuable upon exercise
of the
warrant issued in the August 2006 private placement.
|
(11)
|
The
selling security holder has advised us that the natural person that
has
voting and dispositive power over its securities is Mitch Levine,
the
managing partner of the selling security holder.
|
(12)
|
Represents
(i) 521,739 Shares and (ii) 104,348 Shares issuable upon exercise
of the
warrant issued in the August 2006 private placement.
|
(13)
|
The
selling security holder has advised us that the natural person that
has
voting and dispositive power over its securities is Ronald I. Heller.
|
(14)
|
Represents
(i) 100,000 Shares and (ii) 20,000 Shares issuable upon exercise
of the
warrant issued in the August 2006 private placement.
|
(15)
|
The
selling security holder has advised us that the natural person that
has
voting and dispositive power over its securities is Ronald I. Heller.
|
(16)
|
Represents
(i) 125,000 Shares and (ii) 25,000 Shares issuable upon exercise
of the
warrant issued in the August 2006 private placement.
|
(17)
|
The
selling security holder has advised us that Highbridge Capital Management,
LLC is the trading manager of the selling security holder and has
voting
control and investment discretion over the securities held by the
selling
security holder. Glenn Dubin and Henry Swieca control Highbridge
Capital
Management, LLC and have voting control and investment discretion
over the
securities held by the selling security holder. Each of Highbridge
Capital
Management, LLC, Glenn Dubin and Henry Swieca disclaims beneficial
ownership of the securities held by the selling security holder.
|
(18)
|
Represents
(i) 347,826 Shares and (ii) 69,566 Shares issuable upon exercise
of the
warrant issued in the August 2006 private placement.
|
(19)
|
The
selling security holder has advised us that the natural person that
has
voting and dispositive power over its securities is Joshua Silverman.
Joshua Silverman disclaims beneficial ownership of the securities
held by
the selling security holder.
|
(20)
|
Represents
(i) 350,000 Shares and (ii) 70,000 Shares issuable upon exercise
of the
warrant issued in the August 2006 private placement.
|
(21)
|
The
selling security holder has advised us that the Rockmore Capital,
LLC
(“Rockmore Capital”) and Rockmore Partners, LLC (“Rockmore Partners”),
each a limited liability company formed under the laws of the State
of
Delaware, serve as the investment manager and general partner,
respectively, to Rockmore Investments (US) LP, a Delaware limited
partnership, which invests all of its assets through the selling
security
holder. By reason of such relationships, Rockmore Capital and Rockmore
Partners may be deemed to share dispositive power over the shares
of our
common stock owned by the selling security holder. Rockmore Capital
and
Rockmore Partners disclaim beneficial ownership of such shares of
our
common stock. Rockmore Partners has delegated authority to Rockmore
Capital regarding the portfolio management decisions with respect
to the
shares of common stock owned by the selling security holder and,
as of
August 7, 2006, Mr. Bruce T. Bernstein and Mr. Brian Daly, as officers
of
Rockmore Capital, are responsible for the portfolio management decisions
of the shares of common stock owned by the selling security holder.
By
reason of such authority, Messrs. Bernstein and Daly may be deemed
to
share dispositive power over the shares of our common stock owned
by the
selling security holder. Messrs. Bernstein and Daly disclaim beneficial
ownership of such shares of our common stock and neither of such
persons
has any legal right to maintain such authority.
|
(22)
|
Represents
(i) 837 shares of common stock, (ii) 26,400 shares of common stock
issuable upon the conversion of the Series A Preferred Stock, (iii)
217,391 Shares and (iv) 43,479 Shares issuable upon exercise of the
warrant issued in the August 2006 private placement.
|
(23)
|
Represents
(i) 217,391 Shares and (ii) 43,479 Shares issuable upon exercise
of the
warrant issued in the August 2006 private placement.
|
(24)
|
The
selling security holder has advised us that the natural person that
has
voting and dispositive power over its securities is Mitchell P. Kopin,
President of Downsview Capital, Inc., which is the general partner
of the
selling security holder.
|
(25)
|
Represents
(i) 130,435 Shares and (ii) 26,087 Shares issuable upon exercise
of the
warrant issued in the August 2006 private placement.
|
(26)
|
The
selling security holder has advised us that the natural person that
has
voting and dispositive power over its securities is Dmitry Balyasny,
a
partner of Balyasny Asset Management LP, which is the investment
adviser
of the selling security holder.
|
(27)
|
Includes
(i) 20,000 shares of common stock, (ii) 173,913 Shares and (iii)
34,783
Shares issuable upon exercise of the warrant issued in the August
2006
private placement.
|
(28)
|
Represents
(i) 173,913 Shares and (ii) 34,783 Shares issuable upon exercise
of the
warrant issued in the August 2006 private placement.
|
(29)
|
The
selling security holder has advised us that the natural person that
has
voting and dispositive power over its securities is Andrew Redleaf,
managing member of Whitebox Intermarket Advisors, LLC, the general
partner
of the selling security holder.
|
(30)
|
Represents
(i) 121,739 Shares and (ii) 24,348 Shares issuable upon exercise
of the
warrant issued in the August 2006 private placement.
|
(31)
|
The
selling security holder has advised us that the natural persons that
have
voting and dispositive power over its securities are Michael A. Roth
and
Brian J. Stark. Each of Michael A. Roth and Brian J. Stark disclaims
beneficial ownership of the securities held by the selling security
holder.
|
(32)
|
Represents
(i) 521,740 Shares and (ii) 104,348 Shares issuable upon exercise
of the
warrant issued in the August 2006 private placement.
|
(33)
|
The
selling security holder has advised us that the natural person that
has
voting and dispositive power over its securities is Thomas H. Dinsmore,
portfolio manager of Davis-Dinsmore Management Company, the investment
adviser of the selling security holder.
|
(34)
|
Represents
(i) 5,167 shares of common stock, (ii) 83,333 shares of common stock
issuable upon the conversion of the Series A Preferred Stock, (iii)
43,500
Shares and (iv) 8,700 Shares issuable upon exercise of the warrant
issued
in the August 2006 private
placement.
|
(35)
|
Represents
(i) 43,500 Shares and (ii) 8,700 Shares issuable upon exercise of
the
warrant issued in the August 2006 private
placement.
|
(36)
|
The
selling security holder has advised us that Ramius Capital Group,
L.L.C.
("Ramius Capital") is the investment adviser of the selling security
holder and consequently has voting control and investment discretion
over
securities held by the selling security holder. Ramius Capital disclaims
beneficial ownership of the shares held by the selling security holder.
Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M.
Solomon
are the sole managing members of CAS & Co., L.L.C., the sole managing
member of Ramius Capital. As a result, Messrs. Cohen, Stark, Strauss
and
Solomon may be considered beneficial owners of any shares deemed
to be
beneficially owned by Ramius Capital. Messrs. Cohen, Stark, Strauss
and
Solomon disclaim beneficial ownership of these
shares.
|
(37)
|
Represents
(i) 56,933 shares of common stock issuable upon the conversion of
the
Series A Preferred Stock, (ii) 86,957 Shares and (iii) 17,392 Shares
issuable upon exercise of the warrant issued in the August 2006 private
placement.
|
(38)
|
Represents
(i) 86,957 Shares and (ii) 17,392 Shares issuable upon exercise of
the
warrant issued in the August 2006 private
placement.
|
(39)
|
The
selling security holder has advised us that the natural person that
has
voting and dispositive power over its securities is Ira M. Leventhal.
|
(40)
|
Represents
(i) 53,913 Shares and (ii) 10,783 Shares issuable upon exercise of
the
warrant issued in the August 2006 private
placement.
|
(41)
|
The
selling security holder has advised us that the natural person that
has
voting and dispositive power over its securities is Leon Frenkel,
senior
manager of Triage Capital LF Group LLC, which is the general partner
of
Triage Management L.P., which is the general partner of the selling
security holder.
|
(42)
|
Represents
(i) 66,087 Shares and (ii) 13,218 Shares issuable upon exercise of
the
warrant issued in the August 2006 private
placement.
|
(43)
|
The
selling security holder has advised us that the natural person that
has
voting and dispositive power over its securities is Leon Frenkel,
senior
manager of Triage Capital LF Group LLC, which is the general partner
of
Triage Management L.P., which is the general partner of the selling
security holder.
|
(44)
|
Represents
(i) 53,913 Shares and (ii) 10,783 Shares issuable upon exercise of
the
warrant issued in the August 2006 private
placement.
|
(45)
|
The
selling security holder has advised us that the natural person that
has
voting and dispositive power over its securities is Daniel Asher,
the
managing member of Castle Creek Partners, LLC, which is the investment
manager of the selling security holder. Each of Castle Creek Partners,
LLC
and Daniel Asher disclaims beneficial ownership of the securities
held by
the selling security holder.
|
(46)
|
Represents
(i) 86,957 Shares and (ii) 17,392 Shares issuable upon exercise of
the
warrant issued in the August 2006 private placement.
|
(47)
|
The
selling security holder has advised us that the natural person that
has
voting and dispositive power over its securities is David S. Nagelberg.
|
(48)
|
Represents
(i) 50,000 Shares and (ii) 10,000 Shares issuable upon exercise of
the
warrant issued in the August 2006 private placement.
|
(49)
|
The
selling security holder has advised us that the natural persons that
have
voting and dispositive power over its securities are Yoav Roth and
John
Doscas. Both Yoav Roth and John Doscas disclaim beneficial ownership
of
the securities held by the selling security
holder.
|
(50)
|
Represents
(i) 542,608 Shares and (ii) 108,522 Shares issuable upon exercise
of the
warrant issued in the August 2006 private placement.
|
(51)
|
The
selling security holder has advised us that the natural persons that
have
voting and dispositive power over its securities are Yoav Roth and
John
Doscas. Both Yoav Roth and John Doscas disclaim beneficial ownership
of
the securities held by the selling security
holder.
|
(52)
|
Represents
(i) 153,044 Shares and (ii) 30,609 Shares issuable upon exercise
of the
warrant issued in the August 2006 private
placement.
|
(53)
|
The
selling security holder has advised us that the natural person that
may be
deemed to have voting and dispositive power over its securities is
Mikhail
Filimonov, an officer of Alexandra Investment Management, LLC, which
is
the investment advisor of the selling security holder. Mikhail Filimonov
and Alexandra Investment Management, LLC disclaim beneficial ownership
of
the shares listed as beneficially owned by this selling
stockholder.
|
(54)
|
Represents
(i) 20,667 shares of common stock, (ii) 333,333 shares of common
stock
issuable upon the conversion of the Series A Preferred Stock, (iii)
521,739 Shares and (iv) 104,348 Shares issuable upon exercise of
the
warrant issued in the August 2006 private placement.
|
(55)
|
Represents
(i) 521,739 Shares and (ii) 104,348 Shares issuable upon exercise
of the
warrant issued in the August 2006 private
placement.
|
·
|
ordinary
brokerage transactions and transactions in which the broker/dealer
solicits purchasers;
|
·
|
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;
|
·
|
purchases
by a broker/dealer as principal and resale by the broker/dealer for
its
account;
|
·
|
an
exchange distribution in accordance with the Rules of the applicable
exchange;
|
·
|
privately
negotiated transactions;
|
·
|
settlement
of short sales;
|
·
|
broker/dealers
may agree with the selling stockholders to sell a specified number
of such
shares at a stipulated price per
share;
|
·
|
a
combination of any such methods of sale;
and
|
·
|
any
other method permitted pursuant to applicable
law.
|
(a)
|
Annual
Report on Form 10-K for the fiscal year ended December 31, 2005;
|
(b)
|
Quarterly
Reports on Form 10-Q for the fiscal quarters ended March 31, 2006
and June
30, 2006;
|
(c)
|
Current
Report on Form 8-K filed with the SEC on February 16,
2006;
|
(d)
|
Current
Report on Form 8-K filed with the SEC on March 24,
2006;
|
(e)
|
Current
Report on Form 8-K filed with the SEC on June 8,
2006;
|
(f)
|
Current
Report on Form 8-K filed with the SEC on July 5,
2006;
|
(g)
|
Current
Report on Form 8-K filed with the SEC on August 9,
2006;
|
(h)
|
Current
Report on Form 8-K filed with the SEC on August 18,
2006;
|
(i)
|
Current
Report on Form 8-K filed with the SEC on August 31, 2006;
and
|
(j)
|
The
description of our common stock contained in our Registration Statement
on
Form 8-A dated March 4, 1992, together with any amendment or report
filed
with the SEC for the purpose of updating the
description.
|