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As filed with the Securities and Exchange Commission on January 19, 2001.
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
DAKTRONICS, INC.
(Exact name of registrant as specified in its charter)
SOUTH DAKOTA 46-0306862
(State or other jurisdiction of (I.R.S. Employee Identification No.)
incorporation or organization)
--------------------------
331 32ND AVENUE
BROOKINGS, SOUTH DAKOTA 57006
(605) 697-4000
(Address, including zip code, and telephone
number, including area code, of registrant's principal
executive offices)
--------------------------
AELRED J. KURTENBACH
CHAIRMAN AND CEO
DAKTRONICS, INC.
331 32ND AVENUE
BROOKINGS, SOUTH DAKOTA 57006
(605) 697-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
Copies to:
BECKY WITTROCK ROBERT A. MINISH
DAKTRONICS, INC. HINSHAW & CULBERTSON
331 32nd Avenue 222 South Ninth Street, Suite 3100
Brookings, South Dakota 57006 Minneapolis, Minnesota 55402
(605) 697-4000 (612) 333-3434
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement as
determined by market conditions and other factors and as Selling Shareholders
shall determine.
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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, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. / X /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
- ------------------- --------------- -------------- -------------- --------------
TITLE OF EACH AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
CLASS OF REGISTERED MAXIMUM MAXIMUM REGISTRATION
SECURITIES TO OFFERING AGGREGATE FEE
BE REGISTERED PRICE PER OFFERING
SHARE PRICE (1)
- ------------------- --------------- -------------- -------------- --------------
Common Stock, no 42,757 Shares $ 13.50 $ 577,219.50 $ 1,523.86
par value
- ------------------- --------------- -------------- -------------- --------------
Common Stock, no 42,282 Shares $ 13.50 $ 570,807.00 $ 1,506.93
par value
underlying
warrants
- ------------------- --------------- -------------- -------------- --------------
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933 and based
on the average of the high and the low prices for such Common Stock on
January 12, 2001 as reported on The NASDAQ National Market.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
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PROSPECTUS
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
85,039 SHARES
DAKTRONICS, INC.
COMMON STOCK
(No Par Value)
This prospectus relates to the offer and sale from time to time of
85,039 shares of Daktronics common stock that may be offered and sold from time
to time by the shareholders named in the section called "Selling Shareholders".
These Shares include 42,282 shares underlying warrants held by certain of the
Selling Shareholders. The Selling Shareholders may offer their shares from time
to time through or to brokers or dealers on the NASDAQ National Market System at
market prices prevailing at the time of sale or in one or more negotiated
transactions at prices acceptable to the Selling Shareholders. Daktronics will
not receive any proceeds from the sale of shares by the Selling Shareholders.
Daktronics Common Stock is quoted on The Nasdaq National Market under
the symbol "DAKT". On January 12, 2001, the last reported sale price for our
Common Stock on the Nasdaq National Market was $ 13.875 per share.
--------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
For information concerning certain risks related to this offering, see "Risk
Factors" beginning on page 6 of this prospectus.
January 19, 2001
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You should rely only on the information contained in this prospectus.
We have not authorized anyone to provide you with information different from
that contained in this prospectus. We are offering to sell, and seeking offers
to buy, shares of common stock only in jurisdictions where we are permitted to
make offers and sales. The information in this prospectus is accurate only as of
the date of this prospectus.
--------------------------
TABLE OF CONTENTS
Page
----
Prospectus Summary.............................................................5
Risk Factors...................................................................6
Forward-Looking Information....................................................7
Use of Proceeds................................................................8
Selling Shareholders...........................................................8
How the Shares May Be Distributed .............................................9
Daktronics Has Taken Certain Anti-Takeover Measures...........................10
Transfer Agent and Registrar..................................................11
Legal Matters.................................................................11
Experts.......................................................................11
Where You Can Find More Information...........................................11
----------
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PROSPECTUS SUMMARY
THIS SUMMARY MAY NOT CONTAIN ALL THE INFORMATION THAT MAY BE IMPORTANT
TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS, ESPECIALLY "RISK FACTORS" AND THE
CONSOLIDATED FINANCIAL STATEMENTS AND THE RELATED NOTES (INCORPORATED BY
REFERENCE), BEFORE DECIDING TO INVEST IN SHARES OF OUR COMMON STOCK.
DAKTRONICS
Daktronics is a leading supplier of electronic scoreboards, computer
programmable display systems, and large video displays for sport, business and
government applications. Daktronics offers the most complete line of large
display products of any single manufacturer, from smaller indoor scoreboards and
displays to multi-million dollar outdoor video display systems. Daktronics is
recognized worldwide as a technical leader with the capabilities to design,
manufacture, install and service complete integrated systems that display
real-time data, graphics, animation and video. Thousands of Daktronics displays
communicate with millions of viewers every day in more than 70 countries
worldwide.
Daktronics has sold display systems ranging from small standard
scoreboards priced under $1,000 to large complex display systems priced in
excess of $13 million. In fiscal 2000, sales of products and services under
$50,000 represented approximately 27% of net sales.
Daktronics net sales and profitability historically have fluctuated due
to the impact of large product orders, such as display systems for the Olympic
Games and major league sport facilities, as well as the seasonality of the
sports market. The gross margins on large product orders tend to fluctuate more
than those for small standard orders. Large product orders that involve
competitive bidding and substantial subcontract work for product installation
generally have lower gross margins. Although the percentage of completion method
of recognizing revenues is used for these larger orders, fluctuations in
operating results have occurred and Daktronics expects that its future results
of operations may be subject to similar fluctuations.
Daktronics is not aware of any definitive information about growth
rates or market shares for its products. The market size and market share
estimates contained in this Prospectus have been developed by Daktronics from
internal sources and reflect management's current estimates. No assurance can be
given, however, regarding the accuracy of such estimates.
Our principal executive offices are located at 331 32nd Avenue,
Brookings, South Dakota 57006. Our telephone number is (605) 697-4000. Our web
site address is www.daktronics.com. INFORMATION CONTAINED IN OUR WEB SITE DOES
NOT CONSTITUTE PART OF THIS PROSPECTUS.
All information in this prospectus reflects a two shares for one share
stock split on December 7, 1999.
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RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE BUYING
SHARES IN THIS OFFERING. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR
BUSINESS COULD BE HARMED, THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE
AND YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT YOU SHOULD ALSO REFER TO OTHER
INFORMATION CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS.
OUR OPERATING RESULTS ARE LIKELY TO FLUCTUATE IN FUTURE PERIODS, WHICH
MIGHT LEAD TO REDUCED PRICES FOR OUR STOCK.
Our annual or quarterly operating results are difficult to predict and
are likely to fluctuate significantly in the future primarily as a result of the
impact of large product orders such as displays for the Olympic Games and the
seasonality of the sports market. If our annual quarterly operating results do
not meet the expectations of securities analysis and investors, the trading
price of our stock could significantly decline.
Our gross margins on large product orders tend to fluctuate more than
those for small standard orders. Large product orders that involve competitive
bidding and substantial subcontract work for product installation generally have
lower gross margins.
WE MAY FAIL TO CONTINUE TO ATTRACT, DEVELOP AND RETAIN KEY MANAGEMENT
AND KEY EMPLOYEES, WHICH COULD NEGATIVELY IMPACT OUR OPERATING RESULTS.
We depend on the performance of our executive officers and other key
employees. The loss of any member of our senior management, or other key
employees could negatively impact our operating results and our ability to
execute our business strategy. Our future success will also depend in part upon
our ability to attract, train, motivate and retain qualified personnel. We do
not have employment or noncompete agreements with the executive officers or
other employees. We maintain key person life insurance on our officers.
THERE ARE SUBSTANTIAL SHARES ELIGIBLE FOR FUTURE SALE. THE SALE OF
THESE SHARES MAY DEPRESS OUR STOCK PRICE.
Sales of substantial amounts of our common stock in the public market
could adversely affect prevailing market prices for our common stock and our
ability to raise equity capital in the future. As of January 12, 2001, we had
outstanding 8,925,359 shares of common stock. Of these shares, all but 22,757
shares are either freely tradable in the public market, unless acquired by our
affiliates, or are "restricted securities" as that term is defined in Rule 144
under the Securities Act of 1933 and eligible for immediate sale in the public
market pursuant to Rule 144, subject to certain volume and manner of sale
limitations. In addition, 42,282 warrants to purchase shares of common stock are
immediately exercisable and are "restricted securities" as defined above.
Approximately 537,320 shares of common stock underlying stock options
outstanding as of January 12, 2001 under our 1993 Stock Option Plan and our 1993
Outside Directors Stock Option Plan are available for immediate sale in the
public market.
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THE MARKET FOR COMPUTER-PROGRAMMABLE INFORMATION DISPLAYS IS
COMPETITIVE AND IF WE CANNOT COMPETE EFFECTIVELY OUR NET REVENUE AND GROSS
MARGINS MAY DECLINE.
Competition in the computer-programmable information display industry
is highly fragmented and intense in certain markets. We face competition from a
number of established manufacturers of competing products who may have greater
market penetration in certain market niches or greater financial, marketing and
other resources than we have. Because a customer's budget for the purchase of a
computer-programmable information display is often part of that customer's
advertising budget, our products may also compete with other forms of
advertising, such as television, print media or fixed display signs. If we are
unable to compete effectively against our current or future competitors we may
have to lower our selling prices and may experience reduced gross margins and
loss of market share, either of which could harm our business.
OUR BUSINESS MAY SUFFER IF WE ARE NOT SUCCESSFUL IN OUR EFFORTS TO KEEP
UP WITH A RAPIDLY CHANGING MARKET.
The computer-programmable information display industry is characterized
by ongoing product innovations and developments in display and controller
technology. Competitors could develop new or superior products to increase their
share of the markets. Our future success in addressing the needs of our
customers will depend in part on our ability to continue to make timely and
cost-effective product innovations and developments.
PROVISIONS IN OUR CHARTER DOCUMENTS MIGHT DETER ACQUISITION BIDS FOR
US.
There are provisions in our charter documents and other provisions
under South Dakota law that could make it more difficult for a third party to
acquire us, even if doing so would benefit our stockholders. See "Daktronics Has
Taken Certain Anti-Takeover Measures" for further discussion of the specific
provisions in our charter documents that may delay or prevent a change in our
control.
FORWARD-LOOKING INFORMATION
This prospectus contains forward-looking statements that are subject to
a number of risks and uncertainties, many of which are beyond our control. All
statements, other than statements of historical facts included in this
prospectus, regarding our strategy, future operations, financial position,
estimated revenues or losses, projected costs, prospects, plans and objectives
of management are forward-looking statements. When used in this prospectus, the
word "will", "believe", "anticipate", "intend", "estimate", "expect", "project"
and similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such identifying words. All
forward-looking statements speak only as of the date of this prospectus. You
should not place undue reliance on these forward-looking statements. Although we
believe that our plans, intentions and expectations reflected in or suggested by
the forward-looking statements we make in this prospectus are reasonable, we can
give no assurance that these plans, intentions or expectations will be achieved.
We disclose important factors that could cause our actual results to differ
materially from our expectations under "Risk Factors" and elsewhere in this
prospectus. These cautionary statements qualify all forward-looking statements
attributable to us or persons acting on our behalf.
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USE OF PROCEEDS
We will not receive any proceeds from the sale of our shares of common
stock by the Selling Shareholders. However, we may receive up to $533,810 from
the exercise of warrants. Such proceeds, if any, will be used for working
capital and other corporate purposes.
SELLING SHAREHOLDERS
The following table sets forth certain information as to the maximum
number of shares that may be sold by each of the selling shareholders pursuant
to this prospectus. The table assumes all shares being registered in this
offering will be sold. However, to Daktronics knowledge, the holders of such
securities have no commitment to anyone to sell all or part of the securities
being registered.
- ------------------------------ -------------------- ----------- -------------- ------------------
NAME OF SELLING SECURITIES PERCENT NUMBER OF SECURITIES
SHAREHOLDERS BENEFICIALLY COMMON SHARES BENEFICIALLY
OWNED STOCK REGISTERED OWNED AFTER
OWNED(1) FOR SALE COMPLETION OF
HEREBY(2) THE OFFERING(3)
- ------------------------------ -------------------- ----------- -------------- ------------------
Edgar Smith DDS(4) 1,798 Warrants * 1,798 0
- ------------------------------ -------------------- ----------- -------------- ------------------
R. T. Brown, MD &
Georgiana S. Brown(4) 1,336 Warrants * 1,336 0
- ------------------------------ -------------------- ----------- -------------- ------------------
David C. Gobberdiel(4) 1,336 Warrants * 1,336 0
- ------------------------------ -------------------- ----------- -------------- ------------------
Ronald O. Huff(4) 1,336 Warrants * 1,336 0
- ------------------------------ -------------------- ----------- -------------- ------------------
Harlan D. Hockenberg(4) 954 Warrants * 954 0
- ------------------------------ -------------------- ----------- -------------- ------------------
Paul Poehlein(4) 1,336 Warrants * 1,336 0
- ------------------------------ -------------------- ----------- -------------- ------------------
Sue C. Potts(4) 954 Warrants * 954 0
- ------------------------------ -------------------- ----------- -------------- ------------------
The Newlin Trust(4) 3,820 Warrants * 3,820 0
- ------------------------------ -------------------- ----------- -------------- ------------------
Jay Newlin Trust(4) 3,820 Warrants * 3,820 0
- ------------------------------ -------------------- ----------- -------------- ------------------
Clark A. Colby(4) 954 Warrants * 954 0
- ------------------------------ -------------------- ----------- -------------- ------------------
David Miller Trust(4) 954 Warrants * 954 0
- ------------------------------ -------------------- ----------- -------------- ------------------
Dennis K. Langwith(4) 1,528 Warrants * 1,528 0
- ------------------------------ -------------------- ----------- -------------- ------------------
David Kinser(4) 1,528 Warrants * 1.528 0
- ------------------------------ -------------------- ----------- -------------- ------------------
A. L. Jennings Trust(4) 954 Warrants * 954 0
- ------------------------------ -------------------- ----------- -------------- ------------------
Lloyd E. Clarke(4) 954 Warrants * 954 0
- ------------------------------ -------------------- ----------- -------------- ------------------
James H. Van Lew(4) 954 Warrants * 954 0
- ------------------------------ -------------------- ----------- -------------- ------------------
Ross Christensen DDS MS(4) 1,528 Warrants * 1,528 0
- ------------------------------ -------------------- ----------- -------------- ------------------
John M. Matovina(4) 764 Warrants * 764 0
- ------------------------------ -------------------- ----------- -------------- ------------------
Richard Brinkman Trust(4) 1,718 Warrants * 1,718 0
- ------------------------------ -------------------- ----------- -------------- ------------------
Foster Properties Inc.(4) 13,756 Warrants * 13,756 0
- ------------------------------ -------------------- ----------- -------------- ------------------
ISCC Liquidation
Corporation(4) 1,718 Shares * 1,718 0
- ------------------------------ -------------------- ----------- -------------- ------------------
Sportslink-Michael J. Cooper 21,039 Shares * 21,039 0
- ------------------------------ -------------------- ----------- -------------- ------------------
Daktronics 401(k) Plan 627,142 Shares(5) 7.02% 20,000 607,142
- ------------------------------ -------------------- ----------- -------------- ------------------
* Less than 1%
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(1) Based upon 8,925,359 shares of common stock issued and outstanding as of the
date of this prospectus.
(2) Does not constitute a commitment to sell any or all of the stated number of
shares of common stock. The number of shares of common stock offered will be
determined from time to time by the selling shareholder in his or her
discretion.
(3) Assumes all of the shares of common stock are sold pursuant to this
prospectus and that no other shares of common stock are acquired or disposed of
by the selling shareholders prior to the termination of this prospectus.
(4) All warrants have an exercise price of $12.625 unless otherwise noted and
are immediately exercisable. 1,718 warrants have been exercised.
(5) Shares held by the Daktronics 401(k) plan as of January 12, 2001. Daktronics
401(k) plan may acquire from time to time, as needed, additional shares of
Daktronics common stock at the market price at the time of purchase. These
shares will be shares acquired from the treasury stock or newly issued shares of
common stock.
- -----------------------------------------------------------------
Daktronics has agreed with the selling shareholders to file with the
Commission, under the Securities Act, a Registration Statement of which this
Prospectus forms a part, with respect to the resale of the Shares, and has
agreed to prepare and file such amendments and supplements to the Registration
Statement as may be necessary to keep the Registration Statement effective until
the earlier of (i) the date on which all of the Shares have been sold, or (ii)
the second anniversary of the date on which the Commission declares this Form
S-3 effective.
HOW THE SHARES MAY BE DISTRIBUTED
The shares to be offered and sold by the selling shareholders will be
for their own accounts. Daktronics will not receive any proceeds from the sale
of the shares by the selling shareholders pursuant to this prospectus.
Daktronics will pay the expenses of registration of the shares, including legal
and accounting fees.
The selling shareholders may offer and sell the shares from time to
time in transactions on the over-the-counter market, in brokerage transactions
at prevailing market prices or in transactions at negotiated prices. Sales may
be made to or through brokers or dealers who may receive compensation in the
form of discounts, concessions or commissions from the selling shareholders or
the purchasers of shares. As of the date of this prospectus, Daktronics is not
aware of any agreement, arrangement or understanding between any broker or
dealer and the selling shareholders.
The selling shareholders and any brokers or dealers acting in
connection with the sale of the shares may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any commissions received
by them and any profit realized by them on the resale of shares as principals
may be deemed underwriting compensation under the Securities Act.
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DAKTRONICS HAS TAKEN CERTAIN ANTI-TAKEOVER MEASURES
Daktronics is governed by the provisions of Sections 47-33-8 through
47-33-18 of the South Dakota Business Corporation Act, which may deny
shareholders the receipt of a premium on their common stock and which may also
have a depressive effect on the market price of the common stock. In general,
Sections 47-33-8 and 47-33-12 provide that the shares of a corporation acquired
in a "control share acquisition" have no rights unless voting rights are
approved in a prescribed manner. A "control share acquisition" is an
acquisition, directly or indirectly, of beneficial ownership of shares that
would, when added to all other shares beneficially owned by the acquiring
person, entitle the acquiring person to have voting power of 20% or more in the
election of directors.
Daktronics is also governed by Sections 47-33-17 and 47-33-18 of the
South Dakota Business Corporation Act which prohibit a public South Dakota
corporation from engaging in a "business combination" with an "interested
shareholder" for a period of four years after the date of the transaction in
which the person became an interested shareholder, unless the business
combination is approved in a prescribed manner. A "business combination"
includes mergers, asset sales and other transactions resulting in a financial
benefit to the interested shareholder. An "interested shareholder" is a person
who is the beneficial owner, directly or indirectly, of 10% or more of the
corporation's voting stock or who is an affiliate or associate of the
corporation and at any time within four years prior to the date in question was
the beneficial owner, directly or indirectly, of 10% or more of the
corporation's voting stock.
The South Dakota Business Corporation Act does not apply to certain
business combinations, including those with persons who acquired 10% or more of
the voting power of the corporation prior to the time the corporation was
required to file periodic reports pursuant to the Securities Exchange Act of
1934 or prior to the time the corporation's securities began to trade on a
national securities exchange.
CLASSIFIED BOARD OF DIRECTORS
The classification of Daktronics' Board of Directors of the Company has
the effect of lengthening the time necessary to change the composition of the
Board. At least two annual shareholder meetings, instead of one, will be
required to effect a change in the majority control of the Board, except in the
event of vacancies resulting from removal or other reasons (in which case the
shareholders or the remaining directors are authorized to fill the vacancies so
created). The cumulative voting of shares for the election of directors may also
allow the holders of less than a majority of the shares present to elect a
director.
AUTHORIZED BUT UNISSUED SHARES
The authorized but unissued shares of common stock and undesignated
stock are available for future issuance without further stockholder approval.
These additional shares may be used for a variety of corporate purposes,
including future public or private offerings to raise additional capital,
corporate acquisitions and employee benefits plans. The existence of authorized
but unissued and unreserved common stock and undesignated stock could make more
difficult or discourage an attempt to obtain control of Daktronics by means of a
proxy contest, tender offer, merger or otherwise.
The South Dakota Business Corporation Act generally provides that the
affirmative vote of a majority of the shares entitled to vote on any matter is
required to amend a corporation's articles of incorporation, unless a
corporation's articles of incorporation require a greater percentage.
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Daktronics' Board of Directors have adopted a stockholders' rights
plan. This stockholders' rights plan has an anti-takeover effect. Under this
plan, a preferred stock purchase right will be distributed to each holder of
common stock. The plan is likely to discourage any person or group that wishes
to acquire more than 20% of our common stock from acquiring this stock prior to
obtaining Daktronics' agreement to redeem the rights. If the rights are
redeemed, the exercise of the preferred stock purchase rights following an
acquisition will cause substantial dilution to the acquiring person or group.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock is Wells Fargo
Shareowner Services. The transfer agent's address is 161 North Concord Exchange,
South St. Paul, MN 55075-0738, and its telephone number is 651-450-4320.
LEGAL MATTERS
Certain legal matters associated with the shares being offered will be
passed upon for Daktronics by Hinshaw & Culbertson, 222 South Ninth Street,
Minneapolis, Minnesota 55402.
EXPERTS
The consolidated financial statements contained in Daktronics' Annual
Report on Form 10-K incorporated by reference in this prospectus have been
audited by McGladrey & Pullen, LLP, independent auditors, as set forth in their
report with respect to the financial statements. The financial statements and
the report of McGladrey & Pullen, LLP are incorporated in this prospectus by
reference in reliance upon their authority as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements, and
other documents with the Securities and Exchange Commission. You may read and
copy any document we file at the public reference room at Judiciary Plaza
Building, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You should
call 1-800-SEC-0330 for more information on the public reference room. The
Securities and Exchange Commission maintains an Internet site at
http://www.sec.gov where information regarding issuers (including Daktronics)
may be found.
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission (Registration No. 333-_________). The
registration statement contains more information than this prospectus regarding
Daktronics and its common stock, including exhibits and schedules. You can get a
copy of the registration statement at the address listed above or from the
Internet site.
The Securities and Exchange Commission allows us to "incorporate" into
this prospectus, information we file with the Securities and Exchange Commission
in other documents. This means that we can disclose important information to you
by referring to other documents that contain that information. The information
may include documents filed after the date of this prospectus which update and
supersede the information you read in this prospectus. We incorporate by
reference the documents listed below, except to the extent information in those
documents is different from the information contained in this prospectus, and
all future documents filed under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 until we terminate the offering of these shares.
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* Annual Report on Form 10-K for the Year ended April 29, 2000.
* Quarterly Report on Form 10-Q for the Quarter ended July 29, 2000.
* Quarterly Report on Form 10-Q for the Quarter ended October 28, 2000.
You may request a copy of these documents, at no cost, by writing to:
Attn: Becky Wittrock
Daktronics, Inc.
331 32nd Avenue
Brookings, SD 57006
Phone: (605) 697-4000
Fax: (605) 697-4700
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs (other than underwriting discounts and commissions)
of issuance and distribution of the securities being registered are as follows:
SEC Registration Fee.............................................. $ 3,031
Accounting Fees and Expenses...................................... 3,000
Legal Fees and Expenses........................................... 5,000
Miscellaneous..................................................... 969
-------
Total................................................... $12,000
All fees and expenses other than the SEC registration fee are
estimated. Daktronics will pay all of the fees and expenses.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 47-2-58.1 to 47-2-58.7 of the South Dakota Business
Corporation Act ("SDBCA"), provides, in summary, that Daktronics' officers and
directors are entitled, under certain circumstances, to be indemnified by it
against all expenses and liabilities incurred by or imposed upon them as a
result of suits brought against them as such officers or directors, if they act
in good faith and in a manner they reasonably believe to be in or not opposed to
the best interests of Daktronics, and with respect to any criminal action or
proceeding, have no reasonable cause to believe their conduct was unlawful;
provided, that no indemnification shall be made against expenses in respect of
any claim, issue or matter as to which they shall have been adjudged to be
liable for negligence or misconduct in the performance of their duties to
Daktronics, unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, they are fairly
and reasonably entitled to indemnification for such expenses which such court
shall deem proper. Section 9.1 of Daktronics' Amended and Restated Bylaws also
authorizes Daktronics to provide such indemnification to the fullest extent
allowed by the SDBCA. Daktronics has entered into separate indemnification
agreements with each of its officers and directors, requiring Daktronics to
indemnify such persons to the fullest extent allowed by the SDBCA and to
purchase and maintain at Daktronics expense, if reasonably available, officer's
and director's insurance.
As permitted by Section 47-2-58.2 of the SDBCA, Daktronics' Articles of
Incorporation provide that a director shall have no personal liability to
Daktronics and its shareholders for breach of his fiduciary as a director, to
the fullest extent permitted by law.
A policy of director's and officer's insurance is maintained by
Daktronics under which the directors and officers will be insured, within the
limits and subject to the limitations of the policy, against certain expenses in
connection with the defense of actions, suits or proceedings to which they are
parties by reason of being or having been such directors or officers.
II-1
Page 14 of 21
ITEM 16. LIST OF EXHIBITS
EXHIBITS
The following exhibits are filed as a part of this Registration
Statement.
5 Opinion of Hinshaw & Culbertson regarding legality.
23.1 Consent of independent auditors.
23.2 Consent of Hinshaw & Culbertson (included in Exhibit 5 to this
Registration Statement).
24 Power of Attorney (included on signature page).
ITEM 17. UNDERTAKINGS
(a) Daktronics, Inc. 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 to such information in the registration statement).
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
under the Securities Act 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 in the
information set forth in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on
Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by Daktronics, Inc.
pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
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Page 15 of 21
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at this 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 that remain unsold at
the termination of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Daktronics, Inc. pursuant to the foregoing provisions, or otherwise,
Daktronics, Inc. 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 Daktronics,
Inc. of expenses incurred or paid by a director, officer or controlling person
of Daktronics, Inc. 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, Daktronics, Inc. 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.
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Page 16 of 21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Daktronics,
Inc. has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Brookings, the State
of South Dakota, on this day 19th of January, 2001.
DAKTRONICS, INC.
BY: /s/ Aelred J. Kurtenback
-----------------------------
Aelred J. Kurtenbach
Chairman and Chief Executive Officer
Acting Principal Financial &
Accounting Officer
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Page 17 of 21
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. Each person whose signature appears below
hereby authorizes Aelred J. Kurtenbach, with full power to him, to execute in
the name and on behalf of such person any amendment (including any
post-effective amendment) to this Registration Statement (or any other
registration statement for the same offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act) and to file the same, with
exhibits thereto, and other documents in connection therewith, making such
changes in this Registration Statement as the person so acting deems
appropriate, and appoints such person with full power of substitution,
attorney-in-fact to sign any amendment (including any post-effective amendment)
to this Registration Statement (or any other registration statement for the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act) and to file the same, with exhibits thereto, and other documents
in connection therein.
SIGNATURE TITLE DATE
- --------- ----- ----
By /s/ Aelred J. Kurtenbach Director January 19, 2001
------------------------- ----------------
Aelred J. Kurtenbach
By /s/ James B. Morgan Director January 19, 2001
------------------------- ----------------
James B. Morgan
By /s/ Frank J. Kurtenbach Director January 19, 2001
------------------------- ----------------
Frank J. Kurtenbach
By /s/ Duane E. Sander Director January 19, 2001
------------------------- ----------------
Duane E. Sander
By /s/ Nancy D. Frame Director January 19, 2001
------------------------- ----------------
Nancy D. Frame
By /s/ Roland J. Jensen Director January 19, 2001
------------------------- ----------------
Roland J. Jensen
By /s/ John L. Mulligan Director January 19, 2001
------------------------- ----------------
John L. Mulligan
By /s/ Charles S. Roberts Director January 19, 2001
------------------------- ----------------
Charles S. Roberts
By /s/ James A. Vellenga Director January 19, 2001
------------------------- ----------------
James A. Vellenga
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Page 18 of 21
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
----
5 Opinion of Hinshaw & Culbertson regarding legality. 19
23.1 Consent of independent accountants. 21
23.2 Consent of Hinshaw & Culbertson (included in Exhibit 19
5 to this Registration Statement).
24 Power of Attorney (included on signature page). 17
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Page 19 of 21
HINSHAW & CULBERTSON
PIPER JAFFRAY TOWER
SUITE 3100
APPLETON, WISCONSIN 222 SOUTH NINTH STREET MILWAUKEE, WISCONSIN
MINNEAPOLIS, MINNESOTA 55402 MUNSTER, INDIANA
BELLEVILLE, ILLINOIS PEORIA, ILLINOIS
CHAMPAIGN, ILLINOIS 612.333.3434 PHOENIX, ARIZONA
CHICAGO, ILLINOIS TELEFAX: 612.334.8888 ROCKFORD, ILLINOIS
CRYSTAL LAKE, ILLINOIS ST. LOUIS, MISSOURI
FT. LAUDERDALE, FLORIDA SAN FRANCISCO, CALIFORNIA
JACKSONVILLE, FLORIDA SPRINGFIELD, ILLINOIS
JOLIET, ILLINOIS ROBERT A. MINISH TAMPA, FLORIDA
LISLE, ILLINOIS Direct: 612.334.2511 WAUKEGAN, ILLINOIS
MIAMI, FLORIDA RMinish@hinshawlaw.com
January 19, 2001
Daktronics, Inc.
31 - 32nd Avenue
P.O. Box 128
Brookings, SD 57006
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Daktronics, Inc., a South Dakota
corporation (the "Company") in connection with a Registration Statement on Form
S-3 (the "Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the sale of
up to 85,039 shares of common stock of the Company, no par value ("Common
Stock"), of which all such shares will be sold from time to time by the Selling
Shareholders named in the Registration Statement, on the over-the-counter market
or otherwise, directly or through underwriters, brokers or dealers.
We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of our opinions
set forth below. In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
Daktronics, Inc. Page 20 of 21
January 19, 2001
Page 20
Based on the foregoing, we are of the opinion that the shares of Common
Stock to be sold by the Selling Shareholders pursuant to the Registration
Statement have been duly authorized by all requisite corporate action and are
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the Prospectus constituting part of the Registration Statement.
Very truly yours,
Hinshaw & Culbertson
Daktronics, Inc. Page 21 of 21
January 19, 2001
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in the Registration Statement on Form S-3 and
related Prospectus of Daktronics, Inc. relating to the sale of up to 85,039
shares of no par value common stock of our report dated June 20, 2000 with
respect to the consolidated financial statements of Daktronics, Inc. and
subsidiaries as of April 29, 2000 and May 1, 1999 and for each of the three
years in the period ended April 29, 2000. We also consent to the reference to
our Firm under the caption "Experts."
McGLADREY & PULLEN, LLP
Sioux Falls, South Dakota
January 17, 2001
