-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O4gMMm5wAEYUwzVkT0FkFz/x1D+vVdvlHyTTAb3cuy5YkdWYToaH00afLiAJy+0F nPTprU0ylYRUT9jUt+iiTQ== 0000891020-96-001353.txt : 19961111 0000891020-96-001353.hdr.sgml : 19961111 ACCESSION NUMBER: 0000891020-96-001353 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19961108 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOLIGEN TECHNOLOGIES INC CENTRAL INDEX KEY: 0000916460 STANDARD INDUSTRIAL CLASSIFICATION: NONFERROUS FOUNDRIES (CASTINGS) [3360] IRS NUMBER: 954440838 STATE OF INCORPORATION: WY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-03692 FILM NUMBER: 96657506 BUSINESS ADDRESS: STREET 1: 19408 LONDELIUS ST CITY: NORTHBRIDGE STATE: CA ZIP: 91324 BUSINESS PHONE: 8187181221 MAIL ADDRESS: STREET 1: 19408 LONDELIUS STREET CITY: NORTHRIDGE STATE: CA ZIP: 91324 S-3/A 1 FORM S-3 AMENDMENT NO. 1 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER ___, 1996 REGISTRATION NO. 333-3692 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------- SOLIGEN TECHNOLOGIES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
WYOMING 93-1072052 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
19408 Londelius Street, Northridge, California 91324 (818) 718-1221 (Address and telephone number of registrant's principal executive offices) ---------------- YEHORAM UZIEL President SOLIGEN TECHNOLOGIES, INC. 19408 Londelius Street, Northridge, California 91324 (818) 718-1221 (Name, address and telephone number of agent for service) ---------------- Copies to: BRUCE A. ROBERTSON Garvey, Schubert & Barer 1191 Second Avenue, 18th Floor Seattle, WA 98101-2939 ------------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as possible after this registration statement becomes effective. 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, please 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 or the earlier effective registration statement for the same offering: [ ] If delivery of this Prospectus is expected to be made pursuant to Rule 434, please check the following box: [ ] ----------------
CALCULATION OF REGISTRATION FEE =================================================================================================================================== TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF TO BE REGISTERED REGISTERED PRICE PER SHARE(1) AGGREGATE OFFERING PRICE(1) (REGISTRATION FEE (1)(2) - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value ........................... 8,805,000 $ $ - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, no ..................................... 1,195,000 $1,493,750.00 $ 515.05 par value, issuable upon exercise .................... $ 1.25 of Class A Share Purchase Warrants - ----------------------------------------------------------------------------------------------------------------------------------- Common ............................................... 1,195,000 $2,987,500.00 $ 1,030.09 Stock, no par value, issuable upon exercise .......... $ 2.50 of Class B Share Purchase Warrants - ----------------------------------------------------------------------------------------------------------------------------------- Common ............................................... 1,090,000 $1,635,000.00 $ 563.77 Stock, no par value, issuable upon exercise .......... $ 1.50 of Class C Share Purchase Warrants - ----------------------------------------------------------------------------------------------------------------------------------- Common ............................................... 218,000 $ 163,500.00 $ 56.37 Stock, no par value, issuable upon exercise .......... $ .75 of Class D Share Purchase Warrants - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value, issuable upon exercise ... 3,325,000 $ 1.50 $4,837,500.00 $ 1,667.97 of Class E Share Purchase Warrants - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, no par value, issuable upon exercise ... 2,000,000 $ 1.00 $2,000,000.00 $ 689.60 of Class G Share Purchase Warrants - ----------------------------------------------------------------------------------------------------------------------------------- TOTAL .................................................................................................. $ ===================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933. (2) The total registration fee is $6,755.38, of which $6,655.38 was paid upon the original filing of this Registration Statement on April 12, 1996. Accordingly, only the additional amount due of $100.00 is being submitted with this Pre-Effective Amendment No. 1. ----------------- 2 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. TOTAL OF SEQUENTIALLY NUMBERED PAGES: ___ Exhibit Index on Sequentially Numbered Page: 20 ================================================================================ 3 SUBJECT TO COMPLETION, DATED NOVEMBER ___, 1996 PROSPECTUS SOLIGEN TECHNOLOGIES, INC. 17,828,000 Shares of Common Stock This Prospectus relates to 17,828,000 shares of Common Stock (the "Shares") of Soligen Technologies, Inc. (the "Company") to be offered from time to time by certain shareholders of the Company named in this Prospectus (the "Selling Shareholders"). All of the Shares offered hereunder are to be sold on behalf of the Selling Shareholders. The Shares covered hereby include 9,023,000 Shares issuable upon exercise of warrants held by the Selling Shareholders prior to the offering made by this Prospectus. This Prospectus does not cover such warrants; only the Shares issuable upon exercise thereof are registered hereunder. The Company has been advised that the Selling Shareholders expect to offer the Shares on the American Stock Exchange's Emerging Company Marketplace, through negotiated transactions or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at prices otherwise negotiated. The Selling Shareholders may effect these transactions by selling the Shares to or through broker-dealers, who may receive compensation in the form of discounts or commissions from the Selling Shareholders, or from the purchasers of the Shares, or both. The Company will not receive any of the proceeds from the sale of the Shares. The Company has agreed to bear all of the expenses in connection with the registration and sale of the Shares (other than discounts and commissions paid to broker-dealers. See "Selling Shareholders" and "Plan of Distribution." THE PURCHASE OF THE SHARES INVOLVES CERTAIN MATERIAL RISKS. SEE "RISK FACTORS" FOR INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS. THE SHARES OFFERED HEREUNDER CONSTITUTE APPROXIMATELY 59.9% OF THE TOTAL ISSUED AND OUTSTANDING COMMON STOCK OF THE COMPANY ON A FULLY DILUTED BASIS. SALE OF THE SHARES HEREUNDER COULD ADVERSELY IMPACT THE MARKET FOR THE COMPANY'S COMMON STOCK. SEE "RISK FACTORS --LIMITED MARKET FOR COMMON STOCK; PRICE VOLATILITY." The Common Stock of the Company is traded on the American Stock Exchange's Emerging Company Marketplace (the "ECM") under the symbol "STI." On October 31, 1996, the last reported sale price for the Common Stock of the Company as reported on the ECM was $.11/16 per share. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING MADE HEREBY, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES COVERED BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO OR SOLICITATION OF ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION MAY NOT BE LAWFULLY MADE. 4 THE DATE OF THIS PROSPECTUS IS NOVEMBER 4, 1996. - 2 - 5 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed by the Company may be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices located at 7 World Trade Center, New York, New York 10048, and at 3190 Citicorp Center, 500 West Madison, Suite 1400, Chicago, Illinois 60661. Copies of such material may also be obtained from the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The Common Stock of the Company is listed on the American Stock Exchange's Emerging Company Marketplace (the "ECM"). Reports, proxy statements and other information concerning the Company may be inspected at the offices of the ECM located at 86 Trinity Place, New York, New York 10006-1881. The Company has filed with the Commission a Registration Statement on Form S-3 (including all amendments thereto, the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Shares. This Prospectus, which constitutes part of the Registration Statement, relates only to the Shares and does not contain all information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information regarding the Company and the Shares, reference is hereby made to the Registration Statement and to the exhibits and schedules filed therewith. Statements contained in this Prospectus regarding the contents of any agreement or other document filed as an exhibit to the Registration Statement are necessarily summaries of such documents, and in each instance reference is made to the copy of such document filed as an exhibit to the Registration Statement for a more complete description of the matters involved. The Registration Statement, including the exhibits and schedules thereto, may be inspected at the public reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and copies of all or any part thereof may be obtained from such office upon payment of the prescribed fees. The Company will provide without charge to each person to whom a Prospectus is delivered, on the written or oral request of any such person, a copy of any or all of the documents incorporated by reference herein (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to Soligen Technologies, Inc., Attention: Chief Financial Officer, 19408 Londelius Street, Northridge, California 91324, telephone number (818) 718-1221. TABLE OF CONTENTS Available Information ........................................................2 Incorporation of Certain Information by Reference.............................3 Risk Factors..................................................................4 The Company...................................................................7 Selling Shareholders......................................................... 9 Plan of Distribution.........................................................15 Use of Proceeds..............................................................16 Legal Matters................................................................16 Experts......................................................................17 - 3 - 6 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents have been filed by the Company with the Commission pursuant to the Exchange Act and are incorporated by reference in this Prospectus: 1. The Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 1996 (the "1996 Annual Report") as filed with the Commission on June 17, 1996; 2. The portions of the Company's Proxy Statement for the Annual Meeting of Shareholders held on July 14, 1996 that have been incorporated by reference in the 1996 Annual Report; 3. The description of the Company's Common Stock contained in the Registration Statement on Form 10-SB (Reg. No. 1-12694) filed with the Commission pursuant to the Exchange Act on December 20, 1993, including any amendment or report filed for the purpose of updating such description; and 4. The Company's Report Form 8-K filed with the Commission on October 3, 1996. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Shares offered hereby shall be deemed to be incorporated by reference in this Prospectus and made a part hereof from the date of filing of such documents. Any statement contained in this Prospectus or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of the Registration Statement and this Prospectus to the extent that a statement contained in the Registration Statement and this Prospectus or any other subsequently filed document that also is or is deemed to be incorporated herein by reference modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. - 4 - 7 RISK FACTORS The purchase of the Shares involves a high degree of risk and should be considered only by investors who can afford to sustain the loss of their entire investment. In analyzing this Offering, prospective investors should carefully consider the following factors, among others. HISTORY OF LOSSES FROM OPERATIONS The Company has incurred losses in each year since it commenced operations in 1992. For the fiscal years ended March 31, 1996 and 1995 , the Company sustained losses of $2.172 million, or $.08 per share, and $1.992 million, or $0.09 per share, respectively, on revenues of $2.815 million and $1.652 MILLION respectively. Through March 31, 1996, the Company has incurred cumulative losses from inception of approximately $6.797 million. The Company continues to operate at a loss, and no assurance can be given that the Company can or will ever operate profitably. Accordingly, management has determined that it is more likely than not that the Company will not generate sufficient taxable income, through the year 2010, to realize the Company's current federal net operating loss carryforwards. The failure of the Company to develop a substantial customer base may adversely affect its ability to market its services to others, especially to major companies. The Company is also subject to the risks normally associated with a new business enterprise, including unforeseeable expenses, delays and complications. CAPITAL REQUIREMENTS AND SOURCES OF LIQUIDITY The Company requires significant funds to continue operations. As of September 30, 1996, the Company had approximately $660,000 in cash and cash equivalents. Since March 31, 1995, the Company has funded its operations through the private sale of securities. The Company received net proceeds of $536,000 from the private placement of securities which was completed in June 1995 and net proceeds of $2,616,000 from the private placement of securities completed on September 27, 1995 and January 31, 1996. The Company does not have any bank financing, and it does not believe that financing from a bank or other commercial lender is presently available to it. On September 13, 1996, the Company completed a $750,000 convertible debenture and warrant private placement financing in accordance with SEC Regulation S. The debentures are convertible by the holder into shares of the Company's common stock. The Company has the right to convert debentures at the rate of $50,000 per week beginning October 24, 1996, at a conversion price equal to 75% of the average trading price of the Company's common stock on the American Stock Exchange (Emerging Company Market) for the five trading days preceding the date of conversion. The Company does not expect current cash and cash equivalents to be adequate beyond March 31, 1997. Therefore, until the Company operates profitably, as to which no assurance can be given, -5- 8 it will be necessary for the Company to obtain outside funding to fund operations. DEPENDENCE ON PROPRIETARY TECHNOLOGY AND LICENSES The Company's DSPC System is based upon proprietary technology developed by the Company and certain patent and other proprietary rights licensed to the Company by the Massachusetts Institute of Technology ("MIT") pursuant to a license agreement (the "License") dated October 18, 1991, as amended. See "The Company." Pursuant to the License, Soligen, Inc., a wholly-owned subsidiary of the Company ("Soligen") has the exclusive world-wide right and license to use MIT's patented technology for the production of metal parts until October 1, 2006, and on a non-exclusive basis thereafter until the expiration of the last patent relating to the patented technology. Under the terms of the License, MIT has the right to terminate the License in the event the Company fails to achieve certain minimum levels of cumulative sales discussed below in the section entitled "The Company." The Company has filed a patent application for certain technologies embodied in the DSPC System. However, no assurance can be given that such application will be granted. Furthermore, others may develop technologies, which may or may not be patented, which perform the same or similar functions as the Company's products. Moreover, the terms of the License require the Company to grant MIT a perpetual, royalty-free License on a non-exclusive basis with respect to such technologies. Although the Company has signed non-disclosure agreements with its employees and others to whom it discloses non-patented proprietary information, no assurance can be given that such protection will be sufficient. The unauthorized use of the Company's proprietary technology and other proprietary information may have a materially adverse effect upon its business. EFFECT OF TECHNOLOGICAL ADVANCES; POSSIBLE OBSOLESCENCE It is possible that new technology may develop in a manner which may make the Company's products obsolete and that competitors may develop alternative technologies which are not covered by the patents or technology licensed to the Company. The failure of the Company to obtain access to such technology, or to develop further enhancement to its technology, could have a materially adverse effect on the Company. RISKS OF THIRD PARTY CLAIMS OF INFRINGEMENT In February 1994, DTM Corporation of Austin, Texas ("DTM") filed a lawsuit against Soligen, alleging infringement of a United States patent of which DTM is the assignee (the "Housholder" patent). An agreement was signed during the quarter ended September 3, 1995, settling the patent infringement lawsuit and resolving, without further litigation by DTM, related patent disputes between DTM and MIT that impacted both Soligen and other MIT licensees of Three Dimensional Printing (3DP(TM)) technology. The Agreement provides for the issuance of 50,000 shares of the Company's common stock to DTM, and the issuance of an additional 50,000 shares contingent upon the final outcome of the pending petition for reexamination of the Housholder patent. The Agreement does -6- 9 not provide for any cash payments from the Company to DTM. The first 50,000 shares have been issued to DTM. As the number of competitors manufacturing metal parts increases, overlapping technologies will become more likely. There can be no assurance that third parties will not assert infringement claims against the Company or Soligen in the future, that assertion of such claims will not result in litigation or that the Company would prevail in such litigation or be able to obtain a license for the use of any infringed intellectual property from a third party on commercially reasonable terms. Furthermore, litigation, regardless of its outcome, could result in substantial costs to the Company and divert management's attention from the Company's operations. Any infringement claim or litigation against the Company could, therefore, materially and adversely affect the Company's business, operating results and financial condition. COMPETITION The Company's primary sources of revenue are the manufacture of complex metal parts using DSPC technology and the operation of its aluminum foundry and machine shop. The Company competes with numerous other foundries and companies which manufacture metal parts for industry. The Company has not yet generated any significant market acceptance for its products. Competition is based on cost and the ability to meet the customer's time requirements and product specifications. With manufacturing companies seeking to purchase components on a "just in time" schedule, the ability of a parts manufacturer to meet the required schedule at a reasonable cost places a premium on efficiency in manufacturing and delivering the parts. The Company's competitors include major companies, which have substantially greater financial, technical and marketing resources than the Company, as well as a number of small and medium-sized companies that manufacture metal parts. No assurance can be given that the Company will be able to compete successfully with such competitors. PRODUCTS NOT PROVEN IN CONTINUING USE The DSPC System has been in commercial use by the Company only since January 1995. No assurance can be given that the Company's DSPC System will operate free from maintenance or other performance problems for sustained periods of time. DEPENDENCE ON KEY PERSONNEL The Company's business is largely dependent upon its senior executive officer, Mr. Yehoram Uziel, President, Chairman of the Board and Chief Executive Officer. The loss of service of Mr. Uziel or other key employees could have a material adverse effect upon the Company's business and prospects. In order to develop its business, the Company will require additional key technical and marketing personnel. The market for qualified personnel is highly competitive, and the Company will compete with some of the major computer, communications and software companies as well as major corporations hiring in-house staff, in seeking to hire such employees, and no assurance can be given as to the ability of the Company to employ such persons. -7- 10 LIMITED MARKET FOR COMMON STOCK; PRICE VOLATILITY The Company's Common Stock is traded on the Vancouver Stock Exchange and the American Stock Exchange's Emerging Company Marketplace (the "ECM"). The Common Stock has been subject to a relatively high degree of price volatility, and during June 1995, trading was halted on both exchanges for three days pending release of certain information regarding a private placement. Furthermore, the Shares offered hereunder constitute approximately 59.9% of the total issued and outstanding common stock of the Company on a fully diluted basis. No prediction can be made as to the effect, if any, that future sales of the Shares or the availability of Shares for future sale will have on the prevailing market price for the Company's common stock. Sales of substantial amounts of the Shares in the public market, or the perception that such sales might occur, could adversely affect the prevailing market price of the Company's common stock. POSSIBLE DELISTING OF COMMON STOCK FROM THE ECM; MARKET ILLIQUIDITY The Company's Common Stock is listed on the Vancouver Stock Exchange and the ECM. The ECM requires, as a condition for continued listing, that (i) the Company maintain at least $2 million in total assets and $1 million in capital and surplus; (ii) the minimum price of the Common Stock be $1.00 per share, provided that the price may be below $1.00 so long as capital surplus is at least $2 million; (iii) at least 250,000 shares be in the public float valued at $1 million or more; and (iv) the Common Stock be held by at least 300 public holders. As of September 30, 1996 the Common Stock was trading below $1.00 and the Company had capital surplus of $1,122,000. Therefore, as of that date the Company did not meet the ECM's maintenance requirements of $2 million in capital and surplus. During the month of October the trading price of the Common Stock fluctuated between a high of approximately $1.25 and a low on October 31 of $11/16. In the event the Company is delisted from ECM, trading, if any, in such securities would thereafter be conducted, in addition to the Vancouver Stock Exchange, in the over-the-counter market in the so-called "pink sheets" or the Nasdaq's "Electronic Bulletin Board." Consequently, the liquidity of the Company's securities could be impaired, not only in the number of securities which could be bought and sold, but also through delays in the timing of transactions, reduction in security analysts' and the news media's coverage of the Company, and lower prices for the Company's securities than might otherwise be attained. RISKS OF LOW-PRICED STOCKS; PENNY STOCK REGULATIONS If the Company's securities were delisted from ECM (See "Risk Factors - -- Possible Delisting of Securities from the ECM; Market Illiquidity"), they may become subject to Rule 15g-9 under the Exchange Act, which imposes additional sales practice requirements on broker-dealers which sell such securities to persons other than established customers and institutional accredited investors. For transactions covered by this rule, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to sale. Consequently, the rule may affect the ability of broker-dealers to sell the Company's Common Stock and may affect the ability to sell any of the Common Stock in the secondary market. The Commission has adopted regulations which define a "penny stock" to be any equity security that has a market price (as therein defined) less than $5.00 per share or with an -8- 11 exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule, prepared by the Commission relating to the penny stock market. Disclosure is also required to be made about commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. If the Company's Common Stock were subject to the rules on penny stocks, the market liquidity for the Common Stock could be adversely affected. NO DIVIDENDS ANTICIPATED The Company has never paid any cash dividends on its Common Stock. The Company presently intends to retain future earnings, if any, in order to provide funds for use in the operation and expansion of its business and, accordingly, does not anticipate paying cash dividends on its Common Stock in the foreseeable future. THE COMPANY The Company is a Wyoming corporation, which was organized in 1993. The Company's wholly-owned subsidiary, Soligen, Inc. ("Soligen"), is a Delaware corporation which was organized in 1991 and commenced operations in 1992. The Company is the successor to an inactive British Columbia corporation organized in 1988 under the name Pars Resources Ltd., which name was subsequently changed to WDF Capital Corp. In connection with its reincorporation in Wyoming in 1993, the Company changed its name to Soligen Technologies, Inc. The Company's principal executive office is located at 19408 Londelius Street, Northridge, California 91324, telephone (818) 718-1221. References to the Company include Soligen Technologies, Inc., and its subsidiaries and predecessors unless the context indicates otherwise. "DSPC"(R) and "Parts Now"(R) are registered trademarks of the Company. "3DP"(TM) is a trademark of MIT. The Company has developed a proprietary technology known as Direct Shell Production Casting ("DSPC"). This technology is embodied in the Company's DSPC 300 System (the "DSPC System"), which produces ceramic molds directly from Computer Aided Design ("CAD") files. These ceramic molds are used to cast metal parts and tooling which conform to the CAD design. The Company's DSPC System is based upon proprietary technology developed by the Company and certain patent and other proprietary rights licensed to Soligen, Inc. ("Soligen"), a wholly-owned subsidiary of the Company, by the Massachusetts Institute of Technology ("MIT") pursuant to a license agreement (the "License") dated October 18, 1991, as amended. Pursuant to the License, MIT granted Soligen an exclusive, world-wide license to develop, manufacture, market and sell products utilizing certain technology and processes for the production of metal parts patented by MIT until October 1, 2006, and on a non-exclusive basis thereafter until the expiration of the last patent relating to the licensed technology. Under the terms of the License, Soligen is required to generate the following minimum sales cumulative levels: -9- 12 Minimum Level Period Cumulative Sales - -------------------------------------------------------------------------------- March 1996 - March 1997 $ 3,000,000 - -------------------------------------------------------------------------------- March 1997 - March 1998 $ 3,500,000 - -------------------------------------------------------------------------------- March 1998 - March 1999 $ 4,000,000 - -------------------------------------------------------------------------------- March 1999 - March 2000 $ 4,500,000 - -------------------------------------------------------------------------------- March 2000 - March 2001 $ 5,000,000 - -------------------------------------------------------------------------------- March 2001 - March 2002 $ 6,000,000 - -------------------------------------------------------------------------------- March 2002 - March 2003 $ 8,000,000 - -------------------------------------------------------------------------------- March 2003 - March 2004 - -------------------------------------------------- and each year thereafter $10,000,000 - -------------------------------------------------------------------------------- Soligen has an obligation to pay MIT a royalty in the amount of 4.5% of "Net Sales" on a quarterly basis, reduced to 2.5% when cumulative royalties of $500,000 have been paid. In addition, Soligen must pay a minimum annual royalty of $50,000 due on December 31, 1994 and December 31 in each year thereafter. However, through December 31, 1998, MIT has waived this annual minimum royalty of $50,000. The License provides that if Soligen fails to perform the sales minimums or pay the obligations delineated above, such failure will be grounds for MIT to terminate the License on 90 days' notice to Soligen. Soligen had total revenues for the fiscal year ended March 31, 1996 of $2.8 million. The Company believes that it is the only producer of parts and tooling with access to technology which allows for the rapid creation of ceramic molds directly from CAD files. These ceramic molds are then used to cast fully-functional parts conforming to the CAD design. This unique capability distinguishes the DSPC System from rapid prototyping technologies, which are characterized by the ability to produce non-functional, three-dimensional representations of parts from CAD files. The Company believes that the rapid mold production capabilities of the DSPC System provide a substantial competitive advantage over existing producers of metal parts and tooling. Use of the DSPC System eliminates the need to produce tooling for limited runs of metal parts, thereby reducing both the time and the labor otherwise required to produce the parts. For larger production runs, the DSPC System is used to produce the tooling required to cast the parts. To capitalize on this advantage, the Company's "Parts Now" strategy is to form a network of rapid response production facilities owned either by the Company or by licensed third parties. These facilities include DSPC production facilities and foundries with in-house machine shops. The Company intends to establish itself as a leading manufacturer of metal parts by providing a seamless transition from CAD file to finished part. To further its Parts Now strategy, in June 1994 the Company acquired an aluminum foundry and machine shop located in Santa Ana, California. The first DSPC production center for Parts Now has been in operation at the Company's headquarters in Northridge, California since January 1995. At the DSPC production facility, the Company uses CAD files obtained from customers to produce ceramic molds. The CAD file can be transmitted by modem, internet or delivery of a standard disk or tape. Metal is then cast into the ceramic molds in a foundry to yield metal parts identical to the respective customer CAD files. The parts are cast either at the Company's aluminum foundry or at other foundries. The Company also offers its DSPC equipment to major industrial companies, who can use it to make their own ceramic molds. SELLING SHAREHOLDERS -10- 13 The following table sets forth certain information with respect to each Selling Shareholder and the Shares beneficially owned and to be offered under this Prospectus from time to time thereby. Because the Selling Shareholders may sell all or part of their Shares pursuant to this Prospectus, and the offering of the Shares is not being underwritten, no estimate can be given as to the number of and percentage of Shares that will be owned by the Selling Shareholders upon termination of the offering. -11- 14
APPROXIMATE SHARES OWNED OR PERCENTAGE OF SHARES OWNED OR SUBJECT TO SHARES OWNED SHARES OWNED, SUBJECT TO WARRANTS ASSUMING ALL ASSUMING ALL SHARE- WARRANTS PRIOR INCLUDED IN REGISTERED REGISTERED HOLDER TO OFFERING OFFERING SHARES ARE SOLD SHARES ARE SOLD ------ ----------- -------- --------------- --------------- Adizes, Ichak (1) 700,000 700,000 0 * Arno A. Roscher, M.D. Employee Pension Plan 400,000 400,000 0 * Bear Stearns Securities Corp., as Custodian 100,000 100,000 0 * James D. Gerson IRA Benjamin, Donald H. 100,000 100,000 0 * Bershad, David J. 110,000 110,000 0 * C.H.O. Enterprises, Inc. (2) 400,000 400,000 0 * Cherchio, Richard 100,000 100,000 0 * Choon, Kek Hwa 80,000 80,000 0 * Choppin, Rachel Gal (3) 30,180 20,000 10,180 * Clement E. Galante, Trustee f/b/o/ Clement 34,000 20,000 14,000 * Galante u/a/d 10/22/90 Cording, Ron 50,000 50,000 0 * Dafna Slonim Profit Sharing Plan (4) 200,000 200,000 0 * Daniel Jones Associates Defined Benefit Pension 110,000 110,000 0 * Plan DBN Investment Company 200,000 200,000 0 * Eagle Brook School 100,000 100,000 0 * Edelson Technology Partners III (5) 4,000,000 4,000,000 0 * Friedman, Kenneth T. (6) 200,000 200,000 0 * Fuhrman, Gary 200,000 200,000 0 * Fundamental Growth Partners Ltd. 220,000 220,000 0 *
-12- 15
APPROXIMATE SHARES OWNED OR PERCENTAGE OF SHARES OWNED OR SUBJECT TO SHARES OWNED SHARES OWNED, SUBJECT TO WARRANTS ASSUMING ALL ASSUMING ALL SHARE- WARRANTS PRIOR INCLUDED IN REGISTERED REGISTERED HOLDER TO OFFERING OFFERING SHARES ARE SOLD SHARES ARE SOLD ------ ----------- -------- --------------- --------------- Gerard, Emanuel IRA 400,000 400,000 0 * Gerard Klauer Mattison & Co. LLC 200,000 200,000 0 * (7) Germinario, John A. 55,000 55,000 0 * GGW Holdings 110,000 110,000 0 * Gil Apel/Alfred Nissan/Yitzak E. Nissim 200,000 200,000 0 * Partnership Goldstein, Jerome 200,000 200,000 0 * Goldstein, Richard B. and Kathleen L. (55,000) 55,000 0 * (JTWROS)(8) Goodman, George J.W. 40,000 40,000 0 * Green, Catherine 200,000 200,000 0 * Green, Louis M. 200,000 200,000 0 * Hankin, Yaron 20,000 20,000 0 * Hastings Holdings Limited 440,000 440,000 0 * Haviv, Yoram Moshe 400,000 400,000 0 * Hedge Fund Partners, Ltd. 220,000 220,000 0 * Highland Resources Co. Profit Sharing Plan(9) 120,000 100,000 20,000 * Intergroup Corporation (The) 200,000 200,000 0 * Jacobson, Joel 66,000 66,000 0 * Jaffe, Michelle 200,000 200,000 0 * Jane H. Galante, Trustee of Jane H. Galante Trust 20,000 20,000 0 * dated 7/31/89 Keydar, Gidcon 40,000 40,000 0 * Lahad, Shlomit 140,000 140,000 0 *
-13- 16
APPROXIMATE SHARES OWNED OR PERCENTAGE OF SHARES OWNED OR SUBJECT TO SHARES OWNED SHARES OWNED, SUBJECT TO WARRANTS ASSUMING ALL ASSUMING ALL SHARE- WARRANTS PRIOR INCLUDED IN REGISTERED REGISTERED HOLDER TO OFFERING OFFERING SHARES ARE SOLD SHARES ARE SOLD ------ ----------- -------- --------------- --------------- Liebermann, Moshe 200,000 200,000 0 * Liron, Avraham 80,000 80,000 0 * Lorch, Timothy R. 110,000 110,000 0 * Low, Nathan A. 300,000 300,000 0 * Lucy, William 45,800 40,000 5,800 * Malkin, Gary S. 100,000 100,000 0 * Mark W. & Mary Dowley Family Trust (10) 240,000 240,000 0 * Mattison, William C., Jr. IRA (7) 400,000 400,000 0 * Melamed, Dorice 20,000 20,000 0 * Melamed, Jacob 20,000 20,000 0 * Monahan, Stephen 400,000 400,000 0 * Nazarian, Nasser 60,000 60,000 0 * Nordic Resources Corp. 100,000 100,000 0 * Oestreich, David A. (2) 200,000 200,000 0 * Oestreich-Kend, Joan E. (2) 200,000 200,000 0 * Paine Weber as IRA Custodian for Walter J. 144,000 144,000 0 * Schulte (11) Perelson, Samuel S. 100,000 100,000 0 * Posner, Samuel 220,000 220,000 0 * Rapaport, Ruth 120,000 120,000 0 * Raviv, Shlomo 88,000 88,000 0 * RCS, Inc. 220,000 220,000 0 * Rosenberg, Ilan 40,000 40,000 0 * Salimpour, Pejman 200,000 200,000 0 *
-14- 17
APPROXIMATE SHARES OWNED OR PERCENTAGE OF SHARES OWNED OR SUBJECT TO SHARES OWNED SHARES OWNED, SUBJECT TO WARRANTS ASSUMING ALL ASSUMING ALL SHARE- WARRANTS PRIOR INCLUDED IN REGISTERED REGISTERED HOLDER TO OFFERING OFFERING SHARES ARE SOLD SHARES ARE SOLD ------ ----------- -------- --------------- --------------- Salsburg, Richard M. 200,000 200,000 0 * Schreiber, Daniel J. 100,000 100,000 0 * Schulte, Walter J. (11) 20,119 20,000 119 * Shomrat, Dror 40,000 40,000 0 * Sharon, Avner 40,000 40,000 0 * Siegrist, Reinhard 200,000 200,000 0 * Silver, Howard (9) 100,000 100,000 0 * Simmons, James M. 200,000 200,000 0 * Slonim, Daphna, M.D. (4) 100,000 100,000 0 * Spier, William 1,000,000 1,000,000 0 * Sterling Capital LLC 200,000 200,000 0 * Sylvano, Inc. 220,000 220,000 0 * Taub, Chaim (12) 200,000 200,000 0 * Ulirsch, Rudolf, M.D. 160,000 100,000 60,000 * Union Communications 200,000 200,000 0 * Uri or Simona Gronemann JTWROS 30,000 30,000 0 * Uziel, Yehoram (13) 7,705,585 20,000 7,685,585 25.84% Weiner, Ronald G. (14) 105,000 100,000 5,000 * Westergaard Publishing Corporation 30,000 30,000 0 * Wiley-Bonda Trust dated 9/17/94 (The) 110,000 110,000 0 * Winfield, John V. 200,000 200,000 0 * TOTAL 25,628,684
- ---------------------------- * Represents less than 1% of total outstanding shares of the Company's common stock. (1) Ichak Adizes provides consulting services to the Company and in connection therewith has been granted options under the Company's 1993 Amended and Restated Stock Option Plan. -15- 18 (2) David A. Oestreich and Joan E. Oestreich-Kend are the President and Assistant Treasurer, respectively of C.H.O. Enterprises, Inc. Each of Mr. Oestreich and Ms. Oestreich-Kend is also the direct beneficial owner of shares included in this offering. (3) Rachel Gal Choppin serves as the Company's outside human resources manager for which the Company pays her $500 per month and has granted her options under the Company's 1993 Amended and Restated Stock Option Plan. (4) Daphna Slonim owns shares of the Company's common stock directly as well as indirectly, through Daphna Slonim Profit Sharing Plan. (5) Harry Edelson, a general partner of Edelson Technology Partners III, provides consulting services to the Company. (6) Kenneth T. Friedman provides consulting services to the Company and in connection therewith has been granted options under the Company's 1993 Amended and Restated Stock Option Plan. (7) Gerard Klauer Mattison & Co. LLC ("GKM") acted as placement agent in connection with a recent private placement of the Company's common stock. In connection therewith, GKM received compensation in the form of fees and discounts as well as common stock share purchase warrants. Emanuel Gerard and William Mattison are each principals of GKM and each indirectly owns shares included in this offering. (8) Richard B. Goldstein has provided consulting services to the Company and in connection therewith has been granted options under the Company's 1993 Amended and Restated Stock Option Plan. (9) Howard Silver is the trustee of Highland Resources Co. Profit Sharing Plan. Mr. Silver and Highland Resources Co. Profit Sharing Plan each own shares which are included in this offering. Mr. Silver is also the trustee of Highland Resources Co. Pension Plan which owns 5,000 shares of the Company's common stock. In addition, Mr. Silver provides consulting services to the Company and in connection therewith has been granted options under the Company's 1993 Amended and Restated Stock Option Plan. (10) Mark Dowley is a director of the Company, Soligen, Inc., a wholly-owned subsidiary of the Company ("Soligen"), and Altop, Inc., a wholly-owned subsidiary of the Company ("Altop"). (11) Walter J. Schulte is the former Chief Financial Officer, Vice President and Secretary. Mr. Schulte is also the former Chief Financial Officer and Vice President of Soligen. Mr. Schulte owns shares of the Company's common stock directly as well as indirectly, through Paine Weber, as IRA Custodian for Walter J. Schulte. (12) Chaim Taub has provided consulting services to the Company and in connection therewith has been granted options under the Company's 1993 Amended and Restated Stock Option Plan. (13) Yehoram Uziel is a director and the Chairman of the Board, Chief Executive Officer and President of the Company. Mr. Uziel is also a director and the Chief Executive Officer and President of Soligen. Finally, Mr. Uziel is a director and the Chief Executive Officer and Chief Financial Officer of Altop. (14) Ronald G. Weiner provides consulting services to the Company and in connection therewith has been granted options under the Company's 1993 Amended and Restated Stock Option Plan (the "1993 Plan"). In addition, Mr. Weiner's wife, Vicki M. Weiner, is the owner of VMW, Inc., the Company's public relations firm. The Company pays VMW, Inc. $3,000 per month for its services, and Ms. Weiner has been granted options under the 1993 Plan. Except as provided above, during the past three years, no Selling Shareholder has held any position or office, or had any material relationship, with the Company or any of its predecessors or affiliates. The Shares were purchased by the Selling Shareholders pursuant to one or more of the following transactions: (A) Pursuant to a private placement in which closings occurred from December 2, 1994 through April 28, 1995, the Company sold 2,390,000 units, each consisting of one share of Common Stock, one half a Class "A" nontransferable share purchase warrant and one half a Class "B" nontransferable share purchase warrant. One Class "A" warrant entitles the purchaser to purchase one share of Common Stock at an exercise price of $1.25 per share. One Class "B" warrant entitles the purchaser to purchase one share of Common Stock at an exercise price of $2.50 per -16- 19 share. In connection with this transaction, the Company received gross proceeds of $1,195,000. (B) Pursuant to a private placement completed in June 1995, the Company sold 1,090,000 units, each consisting of one share of Common Stock, one Class "C" nontransferable share purchase warrant and one-fifth of a Class "D" nontransferable share purchase warrant. One Class "C" warrant entitles the purchaser to purchase one share of Common Stock at an exercise price of $1.50 per share. One Class "D" warrant entitles the purchaser to purchase one share of Common Stock at an exercise price of $0.75 per share. In connection with this transaction, the Company received net proceeds of $536,000. (C) Pursuant to a private placement in which closings occurred on September 27, 1995 and January 31, 1996, the Company sold 53.25 units, each unit consisting of 100,000 shares of Common Stock and 100,000 Class "E" or Class "G" nontransferable share purchase warrants. One Class "E" warrant entitles the purchaser to purchase one share of Common Stock at an exercise price of $1.50. One Class "G" warrant entitles the purchaser to purchase one share of Common Stock at an exercise price of $1.00 ($0.90 in the event the Company exercises its redemption rights). In connection with this transaction, the Company received net proceeds of $2,616,000. The foregoing sales were made without registration pursuant to the exemption available under Section 4(2) of the Securities Act of 1933 (the "Securities Act") applicable to transactions not involving a public offering or pursuant to the terms and provisions of Regulation D promulgated by the Securities and Exchange Commission. The following factors were relied upon by the Company to establish the availability of this exemption for the sales of securities described above: (1) each purchaser was an accredited investor or was sophisticated in relation to his or her investment; (2) each purchaser gave written assurance of investment intent; (3) share certificates or warrants included legends referring to restrictions on transfer; (4) sales were made to a limited number of persons; and (5) each purchaser was given, or had full access to, all material information regarding the Company and the security necessary to make an informed decision. The Company agreed to use its best efforts to register the shares of Common Stock sold, or issuable upon exercise of warrants sold, in connection with the private placement described in item (c) above under the Securities Act and applicable state securities laws. Pursuant to the private placement described in items (a) and (b) above, if the Company proposes to register any of its securities under the Securities Act, either for its own account or for the account of others, holders of shares purchased in such private placements are entitled to notice of such registration and are entitled to include such shares therein. all fees, costs and expenses of such registration, other than underwriting discounts and commissioners, are to be borne by the Company. PLAN OF DISTRIBUTION Any distribution hereunder of the Shares by the Selling Shareholder may be effected from time to time in one or more of the following transactions: (a) through brokers acting as principal or agent, in transactions (which may involve block transactions), in special offerings, on the ECM, in the over-the-counter market, or otherwise, at market prices obtainable at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, (b) -17- 20 to underwriters who will acquire Shares for their own account and resell such Shares in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale (any public offering price and any discount or concessions allowed or reallowed or paid to dealers may be changed from time to time), (c) directly or through brokers or agents in private sales at negotiated prices, (d) to lenders to whom such Shares may have been pledged as collateral to secure loans, credit or other financing arrangements upon any subsequent foreclosure, if any, thereunder, or (e) by any other legally available means. Also, offers to purchase the Shares may be solicited by agents designated by the Selling Shareholders from time to time. Underwriters or other agents participating in an offering made pursuant to this Prospectus (as amended or supplemented from time to time) may receive underwriting discounts and commissions under the Securities Act, and discounts or concessions may be allowed or reallowed or paid to dealers, and brokers or agents participating in such transactions may receive brokerage or agent's commissions or fees. The Company has advised each Selling Shareholder that he or she and any such brokers, dealers or agents who effect a sale of the Shares are subject to the prospectus delivery requirements under the Securities Act. At the time a particular offering of any Shares is made hereunder, to the extent required by law, a Prospectus Supplement will be distributed which will set forth the amount of Shares being offered and the terms of the offering, including the purchase price or public offering price, the name or names of any underwriters, dealers or agents, the purchase price paid by any underwriter for any Shares purchased from the Selling Shareholders and any discounts, commissions or concessions allowed or filed or paid to dealers. The Company also has advised each Selling Shareholder that in the event of a "distribution" of his or her Shares, such Selling Shareholder and any broker, dealer or agent who participates in such distribution may be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including without limitation Rule 10b-6. In order to comply with the securities laws of certain states, if applicable, the Shares will be sold hereunder in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the Shares may not be sold hereunder unless the Shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and complied with. The Company has been advised that, as of the date hereof, the Selling Shareholders have made no arrangement with any broker for the sale of their Shares. The Selling Shareholders and any underwriters, brokers or dealers involved in the sale of the Shares may be considered "underwriters" as that term is defined by the Securities Act, although the Selling Shareholders and such brokers and dealers disclaim such status. Any Shares covered by this Prospectus that qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this Prospectus. USE OF PROCEEDS The proceeds from the sale of each Selling Shareholder's Shares will belong to the Selling Shareholders. The Company will receive none of the proceeds from sales of the Shares by the Selling Shareholders. -18- 21 LEGAL MATTERS The validity of the Shares offered hereby will be passed upon for the Company by Garvey, Schubert & Barer, Seattle, Washington. EXPERTS The audited financial statements and schedules of Soligen Technologies, Inc. incorporated by reference in this Prospectus and elsewhere in the Registration Statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are incorporated by reference herein in reliance upon the authority of said firm as experts in accounting and auditing. -19- 22 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. Estimated expenses (other than discounts and commissions paid to broker-dealers) payable in connection with the sale of the Common Stock offered hereby are as follows: SEC registration fee $ 6,655.38 Legal fees and expenses 10,000.00 Accounting fees and expenses 8,000.00 Blue Sky qualification fees and other expenses 15,000.00 ========= Total $39,655.38 The Company will bear all expenses shown above. All expenses shown above, other than the SEC registration fee, are estimates. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under the terms of the Company's Bylaws, the Company shall indemnify an individual made a party to any proceeding because he or she is a director, officer, employee or agent of the Company against liability incurred in the proceeding if: (a) He or she conducted himself or herself in good faith; and (b) He or she reasonably believed that his or her conduct was in or at least not opposed to the best interest of the Company; and (c) In the case of criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. Indemnification shall also be provided for an individual's conduct with respect to an employee benefit plan if the individual reasonably believed his or her conduct to be in the best interests of the participants in and beneficiaries of the plan. The Bylaws further require the Company to pay for or reimburse the reasonable expenses incurred by a director, officer, employee or agent of the Company who is a party to a proceeding in advance of final disposition of the proceeding if: (a) The individual furnishes the Company with a written affirmation of his or her good faith belief that he or she has met the standards of conduct described in the Bylaws; (b) The individual furnishes the Company with a written undertaking executed personally or on his or her behalf to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct; and (c) A determination is made that the facts then known to those making the determination would not preclude indemnification under the law. The indemnification and advance of expenses authorized by the Company's Bylaws are not exclusive to any other rights to which any director, officer, employee or agent may be entitled under any other agreement, vote of the Company's shareholders or disinterested members of the Board of Directors, or otherwise. - II-1 - Page 20 of __ pages 23 ITEM 16. LIST OF EXHIBITS. Exhibit Number Description - -------------- ----------- 5.1+ Opinion of Garvey, Schubert & Barer 23.1+ Consent of Arthur Andersen LLP 23.2 Consent of Garvey, Schubert & Barer (included in Exhibit 5.1) 24.1 Power of Attorney of Dr. Mark Dowley 24.2 Power of Attorney of Darryl J. Yea 24.3 Power of Attorney of Patrick J. Lavelle 99.1 Form of Subscription Agreement in connection with private placement of 2,390,000 units, each unit consisting of one share of Common Stock, one half a Class "A" nontransferable share purchase warrant and one half a Class "B" nontransferable share purchase warrant. 99.2** Form of Subscription Agreement in connection with private placement of 1,195,000 units, each unit consisting of one share of Common Stock, one Class "C" nontransferable share purchase warrant and one-fifth Class "D" nontransferable share purchase warrant. 99.3*** Form of Subscription Agreement in connection with private placement of 53.25 units, each unit consisting of 100,000 shares of Common Stock and 100,000 Class "E" or Class "G" nontransferable share purchase warrants. 99.4* Massachusetts Institute of Technology and Soligen Technologies, Inc. Patent License Agreement. 99.5* Offshore Securities Subscription Agreement. - ----------------------------- + Replaces previously filed exhibit. * Filed herewith. ** Incorporated by reference to Exhibit 10.5 of Form 10-QSB filed by the Company on November 13, 1995. *** Incorporated by reference to Exhibit 10.6 of Form 10-QSB filed by the Company on November 13, 1995. - II-1 - Page 21 of __ pages 24 ITEM 17. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment 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 this Registration Statement (or most recent post-effective amendment hereof) which individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement. Provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) For the purpose of determining any liability under the Securities Act of 1933, to treat each such post-effective amendment as a new registration statement relating to the securities offered therein, and the offering of such securities at that time to be the initial bona fide offering thereof. (3) To remove from registration, by means of a post-effective amendment, any of the securities being registered which remain unsold at the termination of the offering. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. - II-2 - Page 22 of __ pages 25 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 Northridge, State of California, on October __, 1996. Soligen Technologies, Inc. By: -------------------------------------- Yehoram Uziel, Chief Executive Officer 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 --------- ----- ---- - ------------------------------------- Director, Chairman of the Board, October ___, 1996 Yehoram Uziel Chief Executive Officer and President (Principal Executive Officer) - ------------------------------------- Chief Financial Officer (Principal October ___, 1996 Robert Kassel Financial and Accounting Officer) /s/ Dr. Mark Dowley - ------------------------------------- Director October ___, 1996 Dr. Mark Dowley /s/ Darryl J. Yea - ------------------------------------- Director October ___, 1996 Darryl J. Yea /s/ Patrick J. Lavelle - -------------------------------------- Director October ___, 1996 Patrick J. Lavelle * By -------------------------------- October ___, 1996 Yehoram Uziel Attorney-In-Fact
- II-3 - Page 23 of __ pages 26 EXHIBIT INDEX
Exhibit Number Description Page Number - -------------- ----------- ----------- 5.1+ Opinion of Garvey, Schubert & Barer 23.1+ Consent of Arthur Andersen LLP 23.2 Consent of Garvey, Schubert & Barer (included in Exhibit 5.1) N/A 24.1 Power of Attorney of Dr. Mark Dowley 24.2 Power of Attorney of Darryl J. Yea 24.3 Power of Attorney of Patrick J. Lavelle
99.1 Form of Subscription Agreement in connection with private placement of 2,390,000 units, each unit consisting of one share of Common Stock, one half a Class "A" nontransferable share purchase warrant and one half a Class "B" nontransferable share purchase warrant. 99.2** Form of Subscription Agreement in connection with private placement of 1,195,000 units, each unit consisting of one share of Common Stock, one Class "C" nontransferable share purchase warrant and one-fifth Class "D" nontransferable share purchase warrant. 99.3*** Form of Subscription Agreement in connection with private placement of 53.25 units, each unit consisting of 100,000 shares of Common Stock and 100,000 Class "E" or Class "G" nontransferable share purchase warrants. 99.4* Massachusetts Institute of Technology and Soligen Technologies, Inc. - II-5 - Page 24 of __ pages 27 Patent License Agreement. 99.5* Offshore Securities Subscription Agreement by and between Soligen Technologies, Inc. and Black Seas Investment, LTD. 99.6* Offshore Securities Subscription Agreement by and between Soligen Technologies, Inc. and Henley Group, Ltd. - ----------------------------- + Replaces previously filed exhibit. * Filed herewith. ** Incorporated by reference to Exhibit 10.5 of Form 10-QSB filed by the Company on November 13, 1995. *** Incorporated by reference to Exhibit 10.6 of Form 10-QSB filed by the Company on November 13, 1995. - II-5 - Page 25 of __ pages EX-5.1 2 OPINION OF GARVEY, SCHUBERT & BARER 1 (iii) Issuer and/or its agents reasonably believe that the transaction has not been prearranged with a buyer in the United States. d. No Directed Selling Efforts. In regard to the transaction contemplated by this Agreement, the Issuer has not conducted any "directed selling efforts" as that term is defined in Rule 902 of Regulation S nor has Issuer conducted any general solicitation relating to the offer and sale of the Debentures and Warrants which are the subject of this transaction to persons resident within the United States or elsewhere. e. Concerning the Debentures and Warrants. The Debentures and Warrants when issued and delivered will be duly and validly authorized and issued, fully paid and non-assessable and will not subject the holders thereof to personal liability by reason of being such holders. There are no preemptive rights of any shareholder of the Company. The Company has reserved the number of Common Shares required to be issued to the Buyers upon conversion of the Debentures and upon the exercise of the Warrants based upon the current trading price of the Company's Common Stock and reasonably anticipated changes in such price. f. Subscription Agreement. The Subscription Agreement has been duly authorized, validly executed and delivered on behalf of the Issuer and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally. g. Non-contravention. The execution and delivery of the Subscription Agreement and the consummation of the issuance of the Debentures and Warrants and the transactions contemplated by the Subscription Agreement do not and will not conflict with or result in a breach by the Issuer of any of the terms or provision of, or constitute a default under, the articles of incorporation or bylaws of the Issuer or any indenture, mortgage, deed of trust or other material agreement or instrument to which the Issuer is a party or by which its or any of its respective properties or assets are bound, or any existing applicable law, rule or regulation or any applicable law, rule or regulation or any applicable decree, judgment or order of any United States Court, Federal or State regulatory body, administrative agency or other governmental body having jurisdiction over the Issuer or any of its properties or assets. h. Approvals. Issuer is not aware of any authorization, approval or consent of any governmental body which is legally required for the issuance and sale of the Debentures and Warrants as contemplated by the Subscription Agreement, except that the Issuer will not apply for listing of the shares to be issued upon conversion of the Debentures or the exercise of the Warrants on the Vancouver Stock Exchange, thus the undersigned will not be able to sell any such shares on the Vancouver Stock Exchange. i. Continuous Offering. The sale of the Debentures and Warrants pursuant to this Agreement is not a "continuous offering" as defined in Rule 902(m) or if it is a continuous offering, the sale of the Debentures and Warrants hereunder is the last sale thereunder and the "Restricted Period" as defined in Rule 902(m) commences on the Effective Date as hereinafter defined. 4. SAFE HARBOR; RELIANCE ON REPRESENTATIONS. Buyer understands that the offer and sale of the Debentures and Warrants (or any components thereof) are not being EX-23.1 3 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Amendment No. 1 To Registration Statement on Form S-3 covering the registration of 17,828,000 shares of Soligen Technologies, Inc. common stock of our REPORT dated May 28, 1996 included in Soligen Technologies, Inc.'s Form 10-KSB for the fiscal year ended March 31, 1996, and to all references to our firm included in this Registration Statement. ARTHUR ANDERSEN, LLP Los Angeles, California November 4, 1996 Page 26 of __ pages 2 Page 27 of __ pages 3 October , 1996 Page 28 of __ pages EX-99.4 4 M.I.T. AND SOLIGEN TECHNOLOGIES, INC. 1 EXHIBIT 99.4 MASSACHUSETTS INSTITUTE OF TECHNOLOGY and SOLIGEN TECHNOLOGIES, INC. PATENT LICENSE AGREEMENT (EXCLUSIVE) 2 TABLE OF CONTENTS ----------------- WITNESSETH................................................. 1 1 DEFINITIONS............................................ 2 2 GRANT.................................................. 4 3 DILIGENCE.............................................. 6 4 ROYALTIES.............................................. 6 5 REPORTS AND RECORDS.................................... 8 6 PATENT PROSECUTION..................................... 9 7 INFRINGEMENT........................................... 10 8 PRODUCT LIABILITY...................................... 11 9 EXPORT CONTROLS........................................ 12 10 NON-USE OF NAMES....................................... 12 11 ASSIGNMENT............................................. 12 12 DISPUTE RESOLUTION..................................... 12 13 TERMINATION............................................ 13 14 PAYMENTS, NOTICES AND OTHER COMMUNICATIONS............. 14 15 MISCELLANEOUS PROVISIONS............................... 14 APPENDIX A................................................. 16 APPENDIX B................................................. 18 APPENDIX C................................................. 19
3 MASSACHUSETTS INSTITUTE OF TECHNOLOGY and SOLIGEN TECHNOLOGIES, INC. PATENT LICENSE AGREEMENT This Agreement is made and entered into this ____ day of ______________, 199___, (the "EFFECTIVE DATE") by and between the MASSACHUSETTS INSTITUTE OF TECHNOLOGY, a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts and having its principal office at 77 Massachusetts Avenue, Cambridge, Massachusetts 02139, U.S.A. (hereinafter referred to as "M.I.T."), and SOLIGEN TECHNOLOGIES, INC., a corporation duly organized under the laws of the State of Wyoming and having its principal office at 19408 Londelius Street, Northridge, California 91324, U.S.A. (hereinafter referred to as "LICENSEE"). WITNESSETH WHEREAS, M.I.T. and LICENSEE (as Soligen, Inc.) entered into a License Agreement dated October 18, 1991 (hereinafter the "PRIOR AGREEMENT"); WHEREAS, WDF Captial Corp. was created for the purposes of an equity financing and became Soligen Technologies, Inc., which then acquired Soligen, Inc.; WHEREAS, Soligen, Inc., incorporated in the State of Delaware, is now a wholly owned subsidiary of Soligen Technologies, Inc.; WHEREAS, M.I.T. and LICENSEE desire to amend and restate the terms of the PRIOR AGREEMENT, replacing all amendments and the addendum agreements thereto, in accordance with the terms and conditions as set forth herein; WHEREAS, M.I.T. and LICENSEE (formerly WDF Capital Corp.) have entered into the following Agreements: M.I.T. Share Acquisition Agreement dated November 4, 1992, Escrow Agreement dated November 4, 1992, and Voluntary Pooling Agreement dated February 15, 1993; WHEREAS, M.I.T. is the owner of certain PATENT RIGHTS (as later defined herein) relating to M.I.T. Case No. 4972, "Three Dimensional Printing Techniques (3DP)" by Michael Cima, John Haggerty, Emanuel Sachs and Paul Williams; M.I.T. Case No. 5567, "Three-Dimensional Printing Techniques" by David Brancazio, James F. Bredt, Michael Cima, Alain Curodeau, David Brancazio, James F. Bredt, Michael Cima, Alain -1- 4 Curodeau, Tailin Fan, Satbir Khanuja, Alan Lander, Sang-Joon Lee, Steven Michaels, Emanuel Sachs and Harald Tuerck; M.I.T. Case No. 5997, "Ceramic Mold Finishing" by James Bredt, Michael Cima, Satbir Khanuja and Emanuel Sachs; M.I.T. Case No. 6138, "High Speed, High Quality Three Dimensional Printing" by David Brancazio, James F. Bredt, Michael Cima, Alain Curodeau, Tailin Fan and Emanuel Sachs; M.I.T. Case No. 6995, "Powder Dispensing Techniques for Successive Layered Fabrication of an Object" by Emanuel Sachs; and M.I.T. Case No. 6998, "Binder Composition for Use in Three-Dimensional Printing" by James F. Bredt and has the right to grant licenses under said PATENT RIGHTS; WHEREAS, M.I.T. desires to have the PATENT RIGHTS developed and commercialized to benefit the public and is willing to grant a license thereunder; WHEREAS, LICENSEE has represented to M.I.T., to induce M.I.T. to enter into this Agreement, that LICENSEE is experienced in the development, production, manufacture, marketing and sale of products similar to the LICENSED PRODUCT(s) (as later defined herein) and/or the use of the LICENSED PROCESS(es) (as later defined herein) and that it shall commit itself to a thorough, vigorous and diligent program of exploiting the PATENT RIGHTS so that public utilization shall result therefrom; and WHEREAS, LICENSEE desires to obtain a license under the PATENT RIGHTS upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows: 1 - DEFINITIONS For the purposes of this Agreement, the following words and phrases shall have the following meanings: 1.1 "LICENSEE" shall include a related company of SOLIGEN TECHNOLOGIES, INC., the voting stock of which is directly or indirectly at least Fifty Percent (50%) owned or controlled by SOLIGEN TECHNOLOGIES, INC., an organization which directly or indirectly controls more than Fifty Percent (50%) of the voting stock of SOLIGEN TECHNOLOGIES, INC. and an organization, the majority ownership of which is directly or indirectly common to the ownership of SOLIGEN TECHNOLOGIES, INC. 1.2 "PATENT RIGHTS" shall mean all of the following M.I.T. intellectual property: a. the United States patents listed in Appendix A; b. the United States patent applications listed in Appendix A, and divisionals, continuations and claims of continuation-in-part applications which shall be directed to subject matter specifically described in such patent applications, and the resulting patents; -2- 5 c. any patents resulting from reissues or reexaminations of the United States patents described in a. and b. above; d. the Foreign patents listed in Appendix A; e. the Foreign patent applications listed in Appendix A, and divisionals, continuations and claims of continuation-in-part applications which shall be directed to subject matter specifically described in such Foreign patent applications, and the resulting patents; f. Foreign patent applications filed after the EFFECTIVE DATE in the countries listed in Appendix B and divisionals, continuations and claims of continuation-in-part applications which shall be directed to subject matter specifically described in such patent applications, and the resulting patents; and g. any Foreign patents, resulting from equivalent Foreign procedures to United States reissues and reexaminations, of the Foreign patents described in d., e. and f. above. 1.3 A "LICENSED PRODUCT" shall mean any product or part thereof which: a. is covered in whole or in part by an issued, unexpired claim or a pending claim contained in the PATENT RIGHTS in the country in which any such product or part thereof is made, used or sold; or b. is manufactured by using a process or is employed to practice a process which is covered in whole or in part by an issued, unexpired claim or a pending claim contained in the PATENT RIGHTS in the country in which any LICENSED PROCESS is used or in which such product or part thereof is used or sold. 1.4 A "LICENSED PROCESS" shall mean any process which is covered in whole or in part by an issued, unexpired claim or a pending claim contained in the PATENT RIGHTS. 1.5 "ANCILLARY PRODUCT" shall mean any product sold by LICENSEE for use with or in LICENSED PRODUCTS or LICENSED PROCESSES, such as, but not limited to, binders, powders, extra print-heads, replacement parts, hardware and/or software upgrades, etc. 1.6 "END-PRODUCT" shall mean any product produced and sold by LICENSEE using LICENSED PRODUCTS or LICENSED PROCESSES. 1.7 "NET SALES" shall mean LICENSEE's billings for LICENSED PRODUCTS, LICENSED PROCESSES, ANCILLARY PRODUCTS and END-PRODUCTS produced, used transferred or sold hereunder less the sum of the following: a. discounts allowed in amounts customary in the trade for quantity purchases, cash payments, prompt payments, wholesalers and distributors; -3- 6 b. sales, tariff duties, use taxes and/or value-added taxes, such as GST charged in Canada and VAT charged throughout Europe, directly imposed and with reference to particular sales; c. outbound transportation prepaid or allowed; d. amounts allowed or credited on returns; and e. all packaging and shipping costs separately billed. No deductions shall be made for commissions paid to individuals whether they be with independent sales agencies or regularly employed by LICENSEE and on its payroll, or for cost of collections. Subject to deductions for bad debts, LICENSED PRODUCTS shall be considered sold when billed out or invoiced. LICENSEE can deduct from NET SALES all accounts or portions thereof, without duplication, which are unpaid for ninety (90) days or more; provided that any such amounts which are deducted from NET SALES and are subsequently collected will be added back to NET SALES in the period in which they are collected. Notwithstanding the foregoing, the maximum deduction permitted for bad debts in any reporting period will be five percent (5%) of LICENSEE's billings for such period. 1.8 "TERRITORY" shall mean worldwide. 1.9 "FIELD OF USE ONE" shall mean: a) the manufacture by 3D Printing of ceramic components for use as a mold or, part of a mold for metal casting and the sale of machines for such use. Applications where ceramic parts form all or part of the casting mold are included, except, the ceramic component must be removed before the casting is put into use. b) the manufacture by 3D Printing of wax components for use as a pattern in investment casting and the sale of machines for such use. c) the manufacture by 3D Printing of ceramic patterns and cores for metal casting and the sale of machines for such use. d) and shall exclude, for example, but not limited to, the following: ceramic parts for end use; ceramic metal-matrix preforms; electronic packaging; the direct manufacture of parts or forms from metal, graphite, polymer materials and materials other than those used in molds or patterns for casting as permitted in this Paragraph 1.9 (a), (b), and (c) herein;, and medical devices for direct use in or on the body. 1.10 "FIELD OF USE TWO" shall mean the manufacture of ceramic abraders for use to form graphite EDM electrodes. -4- 7 1.11 "TANGIBLE PROPERTY" shall mean any Alpha or Beta machines created by the 3D Printing Consortium at M.I.T. 1.12 "EXCLUSIVE" or "EXCLUSIVITY" shall mean exclusive or exclusivity but for the rights described in Appendix C. 2 - GRANT 2.1 M.I.T. hereby grants to LICENSEE the right and license in the TERRITORY for the FIELD OF USE ONE to practice under the PATENT RIGHTS and, to the extent not prohibited by other patents, to make, have made, use, lease, sell and import LICENSED PRODUCTS and to practice the LICENSED PROCESSES, until the expiration of the last to expire of the PATENT RIGHTS, unless this Agreement shall be sooner terminated according to the terms hereof. 2.2 M.I.T. hereby grants to LICENSEE the nonexclusive right and license in the TERRITORY for the FIELD OF USE TWO to practice under the PATENT RIGHTS and, to the extent not prohibited by other patents, to make, have made, use, lease, sell and import LICENSED PRODUCTS and to practice the LICENSED PROCESSES, until the expiration of the last to expire of the PATENT RIGHTS, unless this Agreement shall be sooner terminated according to the terms hereof. 2.3 LICENSEE agrees to cooperate in good faith with M.I.T. to resolve potential conflicts over LICENSEE's FIELD OF USE and the fields of use of M.I.T.'s other 3D Printing licensees. 2.4 LICENSEE agrees that LICENSED PRODUCTS leased or sold in the United States shall be manufactured substantially in the United States. 2.5 In order to establish a period of EXCLUSIVITY for LICENSEE, M.I.T. hereby agrees that it shall not grant any other license to make, have made, use, lease, sell and import LICENSED PRODUCTS or to utilize LICENSED PROCESSES in the TERRITORY for the FIELD OF USE ONE during the period of time commencing with the EFFECTIVE DATE and terminating with October 1, 2006 (hereinafter the "EXCLUSIVE PERIOD"). The EXCLUSIVE PERIOD may be extended upon the mutual consent of M.I.T. and LICENSEE. 2.6 At the end of the EXCLUSIVE PERIOD, the license granted hereunder in FIELD OF USE ONE shall become nonexclusive and shall extend to the end of the term or terms for which any PATENT RIGHTS have been or shall be issued, unless sooner terminated as hereinafter provided. 2.7 M.I.T. reserves the right to practice under the PATENT RIGHTS for noncommercial research purposes and to use the TANGIBLE PROPERTY. 2.8 M.I.T. currently intends, at its sole discretion, and subject to third party rights, to grant to LICENSEE the right to use, and to incorporate into this Agreement, improvement -5- 8 technology developed by the M.I.T. Three Dimensional Printing Consortium which is necessary for or will enhance LICENSEE's right and license to make, use, and sell the LICENSED PRODUCTS and to practice the LICENSED PROCESSES in the TERRITORY for the FIELD OF USE ONE or FIELD OF USE TWO. 2.9 If LICENSEE discovers, invents or acquires (other than as a result of Paragraph 2.8 hereof) any improvement to the subject matter of any of the claims, inventions and/or processes disclosed under the PATENT RIGHTS during the term of this Agreement, LICENSEE shall be deemed to be the owner of all rights arising out of any such improvement including the right to obtain patent protection therefor in all countries at its expense and the right to manufacture, use and sell such improvements, provided that LICENSEE shall license such improvements to M.I.T. during the term of this Agreement on a perpetual, royalty-free, non-exclusive basis without the right to sublicense. 2.10 Nothing in this Agreement shall be construed to confer any rights upon LICENSEE by implication, estoppel or otherwise as to any technology or patent rights of M.I.T. or any other entity other than the PATENT RIGHTS, regardless of whether such patent rights shall be dominant or subordinate to any PATENT RIGHTS. 3 - DILIGENCE 3.1 LICENSEE shall use its best efforts to bring one or more LICENSED PRODUCTS or LICENSED PROCESSES to market through a thorough, vigorous and diligent program for exploitation of the PATENT RIGHTS and to continue active, diligent marketing efforts for one or more LICENSED PRODUCTS or LICENSED PROCESSES throughout the life of this Agreement. 3.2 In addition, LICENSEE shall adhere to the following milestones: a. LICENSEE shall permit an in-plant inspection by M.I.T. on or before December 31, 1996, and thereafter permit in-plant inspections by M.I.T. at regular intervals with at least twelve (12) months between each such inspection. b. LICENSEE's cumulative sales shall be according to the following schedule: March 1996 - March 1997....................................................... US $3,000,000; March 1997 - March 1998....................................................... US $3,500,000; March 1998 - March 1999....................................................... US $4,000,000; March 1999 - March 2000....................................................... US $4,500,000; March 2000 - March 2001....................................................... US $5,000,000; March 2001 - March 2002....................................................... US $6,000,000;
-6- 9 March 2002 - March 2003....................................................... US $8,000,000; March 2003 - March 2004 and each year thereafter............................. US $10,000,000;
3.3 LICENSEE's failure to perform in accordance with either Paragraph 3.1 or 3.2 above shall be grounds for M.I.T. to terminate this Agreement pursuant to Paragraph 13.3 hereof. 4 - ROYALTIES 4.1 For the rights, privileges and license granted hereunder, LICENSEE shall pay royalties to M.I.T. in the manner hereinafter provided to the end of the term of the PATENT RIGHTS or until this Agreement shall be terminated: a. License Maintenance Fees of Fifty Thousand Dollars ($50,000) per year payable on December 31, 1998 and on December 31 of each year thereafter; provided, however, License Maintenance Fees may be credited to Running Royalties subsequently due on NET SALES for each said year, if any. License Maintenance Fees paid in excess of Running Royalties shall not be creditable to Running Royalties for future years. b. Running Royalties in an amount equal to Four and One Half Percent (4.5%) of NET SALES of the LICENSED PRODUCTS and LICENSED PROCESSES used, leased or sold by and/or for LICENSEE; provided however that during the period commencing with the EFFECTIVE DATE and terminating on December 15, 1998, M.I.T. shall waive the first Fifty Thousand Dollars ($50,000) of Running Royalties due pursuant to this Paragraph 4.1(b). c. After the payment of Five Hundred Thousand Dollars ($500,000) in Running Royalties for the sale of metal END PRODUCTS made using LICENSED PRODUCTS and/or LICENSED PROCESSES pursuant to this Paragraph 4.1(b), the royalty rate due for sale of metal END PRODUCTS shall be reduced from Four and One Half Percent (4.5%) to Two and One Quarter Percent (2.25%). d. No Running Royalty shall be due on the sale of 3D Printing machines sold to another 3D Printing licensee for use in that licensee's field of use. e. For the sale of machines to members of the Three Dimensional Printing Consortium in good standing, the following royalty reductions shall apply and LICENSEE shall reduce its quoted price under such circumstances by the equivalent dollar amount: i. For members that have participated in the Consortium for two (2) years or more at the time of purchase, and only for the first ten machines purchased per year, LICENSEE shall reduce the royalty due M.I.T. under Paragraph 4.1(b) by Ten Percent (10%). -7- 10 ii. For members that have participated in the Consortium for four (4) years or more at the time of purchase, and only for the first ten machines purchased per year, LICENSEE shall reduce the royalty due M.I.T. under Paragraph 4.1(b) by Twenty Percent (20%). iii. For members that have participated in the Consortium for six (6) years or more at the time of purchase, and only for the first ten machines purchased per year, LICENSEE shall reduce the royalty due M.I.T. under Paragraph 4.1(b) by Twenty-Five Percent (25%). f. M.I.T. agrees to provide LICENSEE, from time to time, or upon request with information about the membership of the Three Dimensional Printing Consortium sufficient to fulfill LICENSEE's obligations under Paragraph 4.1(e). g. M.I.T. shall have the right to invest in additional shares of Common Stock, on a pro rata basis, at the same price as is granted to other investors purchasing Common Stock, as part of an equity investment in LICENSEE. 4.2 All payments due hereunder shall be paid in full, without deduction of taxes or other fees which may be imposed by any government, except as otherwise provided in Paragraph 1.7(b). 4.3 No multiple royalties shall be payable because any LICENSED PRODUCT, its manufacture, use, lease or sale are or shall be covered by more than one PATENT RIGHTS patent application or PATENT RIGHTS patent licensed under this Agreement. 4.4 Royalty payments shall be paid in United States dollars in Cambridge, Massachusetts, or at such other place as M.I.T. may reasonably designate consistent with the laws and regulations controlling in any foreign country. If any currency conversion shall be required in connection with the payment of royalties hereunder, such conversion shall be made by using the exchange rate prevailing at the Chase Manhattan Bank (N.A.) on the last business day of the calendar quarterly reporting period to which such royalty payments relate. 5 - REPORTS AND RECORDS 5.1 LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the purpose of showing the amounts payable to M.I.T. hereunder. Said books of account shall be kept at LICENSEE's principal place of business or the principal place of business of the appropriate division of LICENSEE to which this Agreement relates. Said books and the supporting data shall be open at all reasonable times for five (5) years following the end of the calendar year to which they pertain, to the inspection of M.I.T. or its agents for the purpose of verifying LICENSEE's royalty statement or compliance in other -8- 11 respects with this Agreement. Should such inspection lead to the discovery of a greater than Ten Percent (10%) discrepancy in reporting to M.I.T.'s detriment, LICENSEE agrees to pay the full cost of such inspection. 5.2 LICENSEE, within ninety (90) days after March 31, and within sixty (60) days after June 30, September 30 and December 31 of each year, shall deliver to M.I.T. true and accurate reports, giving such particulars of the business conducted by LICENSEE and its sublicensees under this Agreement as shall be pertinent to diligence under Article 3 and royalty accounting hereunder. These reports shall include at least the following: a. number of LICENSED PRODUCTS leased or sold by LICENSEE; b. total billings for LICENSED PRODUCTS, LICENSED PROCESSES, ANCILLARY PRODUCTS and END-PRODUCTS, subtotaling the number of metal END PRODUCTS, leased or sold by LICENSEE, c. accounting for NET SALES, noting the deductions applicable as provided in Paragraph 1.7; d. Running Royalties due under Paragraph 4.1(b), noting any reductions taken under Paragraph 4.1(e); and e. total royalties due; 5.3 With each such report submitted, LICENSEE shall pay to M.I.T. the royalties due and payable under this Agreement. If no royalties shall be due, LICENSEE shall so report. 5.4 On or before the ninetieth (90th) day following the close of LICENSEE's fiscal year, LICENSEE shall provide M.I.T. with LICENSEE's certified financial statements for the preceding fiscal year including, at a minimum, a balance sheet and an income statement. 5.5 The amounts due under Articles 4 and 6 shall, if overdue, bear interest until payment at a per annum rate Two Percent (2%) above the prime rate in effect at the Chase Manhattan Bank (N.A.) on the due date. The payment of such interest shall not foreclose M.I.T. from exercising any other rights it may have as a consequence of the lateness of any payment. 6 - PATENT PROSECUTION 6.1 M.I.T. shall apply for, seek prompt issuance of, and maintain the PATENT RIGHTS during the term of this Agreement. Appendix B is a list of the foreign countries in which patent applications corresponding to the United States Patent applications listed in Appendix A shall be filed. Appendix B may be amended by mutual agreement of both parties. The filing, prosecution and maintenance of all PATENT RIGHTS applications and patents shall be the primary responsibility of M.I.T.; provided, however, LICENSEE shall have reasonable -9- 12 opportunities to advise M.I.T. and shall cooperate with M.I.T. in such filing, prosecution and maintenance. 6.2 Payment of all fees and costs relating to the filing, prosecution and maintenance of the PATENT RIGHTS unique to the FIELD OF USE ONE shall be the responsibility of LICENSEE, whether such fees and costs were incurred before or after the EFFECTIVE DATE. (As of July 1, 1996, there are no PATENT RIGHTS unique to the FIELD OF USE ONE). LICENSEE shall pay such fees and costs to M.I.T. within thirty (30) days of invoicing; late payments shall accrue interest and shall be subject to Paragraph 5.5. In addition, LICENSEE shall be responsible for payment of LICENSEE's appropriate share of fees and costs relating to the filing, prosecution and maintenance of those PATENT RIGHTS required to practice in the FIELD OF USE ONE or FIELD OF USE TWO but which rights are shared with other licensees, whether such fees and costs were incurred before or after the EFFECTIVE DATE; except that for M.I.T. Case Nos. 4972 and 5567, LICENSEE shall not be responsible for payment of any costs incurred prior to October 17, 1991. LICENSEE's share of future fees and costs relating to the filing, prosecution and maintenance of shared PATENT RIGHTS shall be due and payable to M.I.T. within thirty (30) days of invoicing; late payments shall accrue interest and shall be subject to Paragraph 5.5. In the event future licensees under the PATENT RIGHTS contribute to past patent costs and fees, LICENSEE shall receive a pro rata credit against its share of future patent costs and fees. 7 - INFRINGEMENT 7.1 LICENSEE shall inform M.I.T. promptly in writing of any alleged infringement of the PATENT RIGHTS by a third party and of any available evidence thereof. 7.2 M.I.T. shall have the right, but shall not be obligated, to prosecute at its own expense all infringements of the PATENT RIGHTS and, in furtherance of such right, LICENSEE hereby agrees that M.I.T. may include LICENSEE as a party plaintiff in any such suit, without expense to LICENSEE. The total cost of any such infringement action commenced or defended solely by M.I.T. shall be borne by M.I.T., and M.I.T. shall keep any recovery or damages for past infringement derived therefrom. 7.3 If within six (6) months after having been notified of an alleged infringement, M.I.T. shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if M.I.T. shall notify LICENSEE at any time prior thereto of its intention not to bring suit against any alleged infringer in the TERRITORY for the FIELD OF USE ONE, then, and in those events only, LICENSEE shall have the right, but shall not be obligated, to prosecute at its own expense any infringement -10- 13 of the PATENT RIGHTS in the TERRITORY for the FIELD OF USE ONE, and LICENSEE may, for such purposes, use the name of M.I.T. as party plaintiff; provided, however, that such right to bring such an infringement action shall remain in effect only during the EXCLUSIVE PERIOD. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of M.I.T., which consent shall not unreasonably be withheld. LICENSEE shall indemnify M.I.T. against any order for costs that may be made against M.I.T. in such proceedings. 7.4 In the event that LICENSEE shall undertake litigation for the enforcement of the PATENT RIGHTS, or the defense of the PATENT RIGHTS under Paragraph 7.5, LICENSEE may withhold up to One Hundred Percent (100%) of the payments otherwise thereafter due M.I.T. under Article 4 hereunder and apply the same toward reimbursement of up to half of LICENSEE's expenses, including reasonable attorneys' fees, in connection therewith. Any recovery of damages by LICENSEE for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to such suit, and next toward reimbursement of M.I.T. for any payments under Article 4 past due or withheld and applied pursuant to this Article 7. The balance remaining from any such recovery shall be divided equally between LICENSEE and M.I.T. 7.5 In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the PATENT RIGHTS in the FIELD OF USE ONE shall be brought against M.I.T. or LICENSEE, M.I.T., at its option, shall have the right, within thirty (30) days after commencement of such action, to take over the sole defense of the action at its own expense. If M.I.T. shall not exercise this right, LICENSEE may take over the sole defense at LICENSEE's sole expense, subject to Paragraph 7.4. 7.6 In any infringement suit as either party may institute to enforce the PATENT RIGHTS pursuant to this Agreement, the other party hereto shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. 8 - PRODUCT LIABILITY 8.1 LICENSEE shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold M.I.T., its trustees, directors, officers, employees and affiliates, harmless against all claims, proceedings, demands and liabilities of any kind whatsoever, including legal expenses and reasonable attorneys' fees, arising out of the death of or injury to any person or persons or out of any damage to property, resulting from the production, -11- 14 manufacture, sale, use, lease, consumption or advertisement of the LICENSED PRODUCT(s) and/or LICENSED PROCESS(es) or arising from any obligation of LICENSEE hereunder. 8.2 LICENSEE shall obtain and carry in full force and effect commercial, general liability insurance, including product liability and errors and omissions insurance, which shall protect LICENSEE and M.I.T. with respect to events covered by Paragraph 8.1 above. 8.3 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, M.I.T., ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY M.I.T. THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. IN NO EVENT SHALL M.I.T., ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER M.I.T. SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING. 9 - EXPORT CONTROLS LICENSEE acknowledges that it is subject to United States laws and regulations controlling the export of technical data, computer software, laboratory prototypes and other commodities (including the Arms Export Control Act, as amended and the United States Department of Commerce Export Administration Regulations). The transfer of such items may require a license from the cognizant agency of the United States Government and/or written assurances by LICENSEE that LICENSEE shall not export data or commodities to certain foreign countries without prior approval of such agency. M.I.T. neither represents that a license shall not be required nor that, if required, it shall be issued. 10 - NON-USE OF NAMES LICENSEE shall not use the names or trademarks of the Massachusetts Institute of Technology or Lincoln Laboratory, nor any adaptation thereof, nor the names of any of their employees, in any advertising, promotional or sales literature without prior written consent -12- 15 obtained from M.I.T., or said employee, in each case, except that LICENSEE may state that it is licensed by M.I.T. under one or more of the patents and/or applications comprising the PATENT RIGHTS. 11 - ASSIGNMENT This Agreement is not assignable and any attempt to do so shall be void. 12 - DISPUTE RESOLUTION 12.1 Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any and all claims, disputes or controversies arising under, out of, or in connection with the Agreement, including any dispute relating to patent validity or infringement, which the parties shall be unable to resolve within sixty (60) days shall be mediated in good faith. The party raising such dispute shall promptly advise the other party of such claim, dispute or controversy in a writing which describes in reasonable detail the nature of such dispute. By not later than five (5) business days after the recipient has received such notice of dispute, each party shall have selected for itself a representative who shall have the authority to bind such party, and shall additionally have advised the other party in writing of the name and title of such representative. By not later than ten (10) business days after the date of such notice of dispute, the party against whom the dispute shall be raised shall select a mediation firm in the Boston area and such representatives shall schedule a date with such firm for a mediation hearing. The parties shall enter into good faith mediation and shall share the costs equally. If the representatives of the parties have not been able to resolve the dispute within fifteen (15) business days after such mediation hearing, then any and all claims, disputes or controversies arising under, out of, or in connection with this Agreement, including any dispute relating to patent validity or infringement, shall be resolved by final and binding arbitration in Boston, Massachusetts under the rules of the American Arbitration Association, or the Patent Arbitration Rules if applicable, then obtaining. The arbitrators shall have no power to add to, subtract from or modify any of the terms or conditions of this Agreement, nor to award punitive damages. Any award rendered in such arbitration may be enforced by either party in either the courts of the Commonwealth of Massachusetts or in the United States District Court for the District of Massachusetts, to whose jurisdiction for such purposes M.I.T. and LICENSEE each hereby irrevocably consents and submits. 12.2 Notwithstanding the foregoing, nothing in this Article shall be construed to waive any rights or timely performance of any obligations existing under this Agreement. -13- 16 13 - TERMINATION 13.1 If LICENSEE shall cease to carry on its business, this Agreement shall terminate upon notice by M.I.T. 13.2 Should LICENSEE fail to make any payment whatsoever due and payable to M.I.T. hereunder, M.I.T. shall have the right to terminate this Agreement effective on thirty (30) days' notice, unless LICENSEE shall make all such payments to M.I.T. within said thirty (30) day period. Upon the expiration of the thirty (30) day period, if LICENSEE shall not have made all such payments to M.I.T., the rights, privileges and license granted hereunder shall automatically terminate. 13.3 Upon any material breach or default of this Agreement by LICENSEE (including, but not limited to, breach or default under Paragraph 3.3), other than those occurrences set out in Paragraphs 13.1 and 13.2 hereinabove, which shall always take precedence in that order over any material breach or default referred to in this Paragraph 13.3, M.I.T. shall have the right to terminate this Agreement and the rights, privileges and license granted hereunder effective on ninety (90) days' notice to LICENSEE. Such termination shall become automatically effective unless LICENSEE shall have cured any such material breach or default prior to the expiration of the ninety (90) day period. 13.4 LICENSEE shall have the right to terminate this Agreement at any time on six (6) months' notice to M.I.T., and upon payment of all amounts due M.I.T. through the effective date of the termination. 13.5 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination; and Articles 1, 8, 9, 10, 12, 13.5, and 15 shall survive any such termination. LICENSEE may, however, after the effective date of such termination, sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of manufacture at the time of such termination and sell the same, provided that LICENSEE shall make the payments to M.I.T. as required by Article 4 of this Agreement and shall submit the reports required by Article 5 hereof. 14 - PAYMENTS, NOTICES AND OTHER COMMUNICATIONS Any payments, notice or other communication pursuant to this Agreement shall be sufficiently made or given on the date of mailing if sent to such party by certified first class mail, return receipt requested, postage prepaid, addressed to it at its address below or as it shall designate by written notice given to the other party: -14- 17 In the case of M.I.T.: Director Technology Licensing Office Massachusetts Institute of Technology 77 Massachusetts Avenue, Room E32-300 Cambridge, Massachusetts 02139 In the case of LICENSEE: President Soligen Technologies, Inc. 19408 Londelius Street Northridge, California 91324 15 - MISCELLANEOUS PROVISIONS 15.1 All disputes arising out of or related to this Agreement, or the performance, enforcement, breach or termination hereof, and any remedies relating thereto, shall be construed, governed, interpreted and applied in accordance with the laws of the Commonwealth of Massachusetts, U.S.A., except that questions affecting the construction and effect of any patent shall be determined by the law of the country in which the patent shall have been granted. 15.2 The parties hereto acknowledge that this Agreement sets forth the entire Agreement and understanding of the parties hereto as to the subject matter hereof, and shall not be subject to any change or modification except by the execution of a written instrument signed by the parties. 15.3 The provisions of this Agreement are severable, and in the event that any provisions of this Agreement shall be determined to be invalid or unenforceable under any controlling body of the law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. 15.4 LICENSEE agrees to mark the LICENSED PRODUCTS sold in the United States with all applicable United States patent numbers. All LICENSED PRODUCTS shipped to or sold in other countries shall be marked in such a manner as to conform with the patent laws and practice of the country of manufacture or sale. -15- 18 15.5 The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the other party. IN WITNESS WHEREOF, the parties have duly executed this Agreement the day and year set forth below. MASSACHUSETTS INSTITUTE OF TECHNOLOGY SOLIGEN TECHNOLOGIES, INC. By __________________________________ By_______________________________ Name_________________________________ Name_____________________________ Title________________________________ Title____________________________ Date_________________________________ Date_____________________________ -16- 19 APPENDIX A PATENT RIGHTS on the EFFECTIVE DATE UNITED STATES PATENT RIGHTS M.I.T. Case No. 4972 U.S. Patent No. 5,204,055, Issued on April 20, 1993 U.S. Patent No. 5,340,656, Issued on August 23, 1994 "Three Dimensional Printing Techniques (3DP)" By Michael Cima, John Haggerty, Emanuel Sachs and Paul Williams M.I.T. Case No. 5567 U.S. Patent No. 5,387,380, Issued on February 7, 1995 "Three-Dimensional Printing Techniques" By David Brancazio, James F. Bredt, Michael Cima, Alain Curodeau, David Brancazio, James F. Bredt, Michael Cima, Alain Curodeau, Tailin Fan, Satbir Khanuja, Alan Lander, Sang-Joon Lee, Steven Michaels, Emanuel Sachs and Harald Tuerck M.I.T. Case No. 5997 U.S. Patent No. 5,490,882, Issued on February 13, 1996 U.S. Serial No. 600,215, Filed February 12, 1996 "Ceramic Mold Finishing" By James Bredt, Michael Cima, Satbir Khanuja and Emanuel Sachs M.I.T. Case No. 6138 U.S. Serial No. 596,707, Filed February 5, 1996 (FWC of U.S. Serial No. 619,470, Filed February 18, 1993) "High Speed, High Quality Three Dimensional Printing" By David Brancazio, James F. Bredt, Michael Cima, Alain Curodeau, Tailin Fan and Emanuel Sachs M.I.T. Case No. 6995 U.S. Serial No. 422,384, Filed April 14, 1995 "Powder Dispensing Techniques for Successive Layered Fabrication of an Object" By Emanuel Sachs M.I.T. Case No. 6998 U.S. Serial No. 581,319, Filed December 29, 1995 "Binder Composition for Use in Three-Dimensional Printing" By James F. Bredt -17- 20 FOREIGN PATENT RIGHTS M.I.T. Case No. 4972 Canada Pat No. 2,031,562, Issued November 22, 1994 Japan Serial No. 415702/90, Filed December 10, 1990 Great Britain Pat No. 041924, Issued January 31, 1996 Germany Pat No. 041924, Issued January 31, 1996 Italy Pat No. 041924, Issued January 31, 1996 France Pat No. 041924, Issued January 31, 1996 Sweden Pat No. 041924, Issued January 31, 1996 "Three Dimensional Printing Techniques (3DP)" By Michael Cima, John Haggerty, Emanuel Sachs and Paul Williams M.I.T. Case No. 5567 Japan Serial No. 501598/94, Filed June 4, 1993 Canada Serial No. 2136748, Filed June 4, 1993 Europe Serial No. 93914384.8, Filed June 4, 1993 "Three-Dimensional Printing Techniques" By David Brancazio, James F. Bredt, Michael Cima, Alain Curodeau, David Brancazio, James F. Bredt, Michael Cima, Alain Curodeau, Tailin Fan, Satbir Khanuja, Alan Lander, Sang-Joon Lee, Steven Michaels, Emanuel Sachs and Harald Tuerck M.I.T. Case No. 5997 Canada Serial No. 2146366, Filed November 22, 1993 Japan Serial No. 513304/94, Filed November 22, 1993 Europe Serial No. 94902341.0, Filed November 22, 1993 "Ceramic Mold Finishing" By James Bredt, Michael Cima, Satbir Khanuja and Emanuel Sachs M.I.T. Case No. 6138 Germany Pat No. 0686067, Issued _________ "High Speed, High Quality Three Dimensional Printing" By David Brancazio, James F. Bredt, Michael Cima, Alain Curodeau, Tailin Fan and Emanuel Sachs M.I.T. Case No. 6998 "Binder Composition for Use in Three-Dimensional Printing" By James F. Bredt As of July 1, 1996, no foreign protection exists. A decision must be made PRIOR TO DECEMBER 29, 1996 whether to seek foreign protection. -18- 21 APPENDIX B DESIGNATED FOREIGN COUNTRIES Foreign countries in which PATENT RIGHTS shall be filed, prosecuted and maintained in accordance with Article 6: For M.I.T. Case No. 4972: Canada Japan Italy Great Britain Germany France Sweden For M.I.T. Case No. 5567: Europe, designating: Great Britain Luxembourg Greece France Netherlands Ireland Germany Spain Monaco Austria Sweden Portugal Belgium Switzerland Italy Denmark Canada Japan For M.I.T. Case No. 5997: Europe, designating: Great Britain Luxembourg Greece France Netherlands Ireland Germany Spain Monaco Austria Sweden Portugal Belgium Switzerland Italy Denmark Canada Japan -19- 22 For M.I.T. Case No. 6138: Germany For M.I.T. Case No. 6998: As of July 1, 1996, no countries have been designated. A decision must be made PRIOR TO DECEMBER 29, 1996 whether to seek foreign protection. -20- 23 APPENDIX C Third Party Rights Third party rights in the FIELD OF USE ONE existing as of July 1, 1996. 1. Royalty-free, non-exclusive license rights of the United States Government per FAR 52.227-11. 2. Alcoa has waived its rights in the original Field of Use, as set forth in Paragraphs 1.9 (a) and (b) herein, pursuant to their sponsorship of the LFM Program; provided however, that if Alcoa should desire to acquire a machine or device covered by M.I.T. Case No. 4972 and if: (a) after six months of good faith negotiations with LICENSEE, Alcoa and LICENSEE do not reach agreement on commercially reasonable terms for the specifications, price, delivery of said machine(s) manufactured under M.I.T. Case No. 4972; or (b) if Alcoa should indicate to LICENSEE a desire to discuss such negotiations and such does not conclude in an agreement as just described; or (c) if LICENSEE is unwilling or unable to enter into good faith negotiations with Alcoa; or (d) if LICENSEE is unable or unwilling to produce a machine according to Alcoa's specifications; then Alcoa shall have the right to build or have built such a machine, or otherwise satisfy Alcoa's need or desire therfor as Alcoa sees fit, for Alcoa's internal use. 3. Within six months of their notification of the filing of a patent application, members of the Three Dimensional Printing Consortium have the right to elect one of the following: A. a non-exclusive, non-transferable, royalty-free license for internal non-commercial purposes. B. a non-exclusive, non-transferable (without the right to sublicense) royalty-bearing commercial license. If the member fails to notify M.I.T. of an intent to negotiate a license within six months of notification that an application has been filed, the member is deemed to have waived its rights to negotiate a license to the invention. With the exception of the patent application filed for M.I.T. Case No. 6998, all of the PATENT RIGHTS set forth in Appendix A of this Agreement were filed, and notification was sent, more than six months ago and, therefore, none of the members of the Three Dimensional Printing Consortium are entitled to elect -21- 24 licenses pursuant to the Consortium Agreement. The Three Dimensional Printing Consortium Members were notified of the patent filing for Case No. 6998 on July ___, 1996. To date, no member has indicated a desire to negotiate for a license under these patent rights. EX-99.5 5 OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT 1 Exhibit 99.5 OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT THIS OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT is executed in reliance upon the transaction "safe harbor" afforded by Regulation S ("Regulation S") as promulgated by the Securities and Exchange Commission ("SEC"), under the Securities Act of 1933, as amended ("1933 Act"). THIS AGREEMENT has been executed by the undersigned in connection with the placement of 6% Convertible Debentures in the amount of Two Hundred and Fifty thousand U.S. dollars ($250,000) due on or before August 31, 1999, which shall be convertible into the Common Stock of the Issuer (the "Debentures") and warrants, at the rate of one-half of a warrant for each share of Issuers Common Stock into which the Debenture would be convertible, at the average of the closing price on the American Stock Exchange for the five days preceding the Closing (the "Closing Price") to purchase (at the Closing Price plus 50%) the Common Stock of Soligen Technologies, Inc. located at 19408 Londelius Street, Northridge, California 91324, a corporation organized under the laws of the State of Wyoming, United States of America (hereinafter referred to as "Issuer"). After the Closing the Debentures shall be convertible as set forth in Section 4 of the Form of Debenture. The undersigned (hereinafter referred to as "Buyer") is located at and is a corporation organized under the laws or a citizen and resident of the country set forth below Buyer's signature, and hereby represents and warrants to, and agrees with Issuer as follows: 1. AGREEMENT TO SUBSCRIBE; PURCHASE PRICE. a. The undersigned hereby subscribes for $250,000.00 (the "Purchase Price") of Issuers Debentures and Warrants for the purchase of the Common Stock of the Issuer (the "Warrants"), pursuant to a Regulation S offering (the "Offering"). b. Buyer shall pay the Purchase Price by delivering good funds in United States Dollars to the Escrow Agent as set forth in the Escrow Agreement of even date. 2. SUBSCRIBER REPRESENTATIONS; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. a. Offshore Transaction. Buyer represents and warrants to Issuer as follows: (i) Buyer does not have any of its securities registered under the Securities Exchange Act of 1934 (the "Exchange Act") and is not a U.S. Person and is not owned by U.S. Persons as defined in Regulation S and herein; (ii) At the time the buy order to purchase the Debentures and Warrants was originated, Buyer was outside the United States; 2 (iii) No offer to purchase the Debentures and Warrants was made in the United States nor were any "directed selling efforts" as defined in Rule 902 of Regulation S made in the United States by Buyer or any of its affiliates; (iv) Buyer is purchasing the Debentures and Warrants for Buyer's own account and for investment purposes and not with the view towards distribution. Buyer does not have any contract, understanding or arrangement with any person to sell, transfer or grant participation to such person or any third person with respect to the Debentures and Warrants; (v) All subsequent offers and sales of the Debentures and Warrants shall be made in compliance with Regulation S, pursuant to registration of the Debentures and Warrants under the 1933 Act or pursuant to an exemption from such registration; (vi) Buyer understands that the Debentures and Warrants are being offered and sold to Buyer in reliance on Regulation S safe harbor from the registration requirements of the 1933 Act and that the Issuer is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such safe harbor and the suitability of buyer to acquire the Debentures and Warrants; (vii) Buyer acknowledges that Buyer has received and reviewed the information supplied by the Company pursuant to Section 3b hereof; (viii) Buyer agrees that from the date hereof until the forty-first (41st) day after the purchase of the Debentures and Warrants offered pursuant to Regulation S (the "Restrictive Period"), that the Buyer, or any successor, or any Professional (as defined in Section 2a(x) hereof) (except for sales of any Debentures and Warrants registered under the 1933 Act or otherwise exempt from such registration) (a) will not sell the Debentures or the Warrants to a U.S. Person or for the account or benefit of a U.S. Person or anyone believed to be a U.S. Person, (b) will not engage in any efforts to sell the Debentures or Warrants in the United States, (c) will send to a Professional acting as agent or principal, a confirmation or other notice stating that the Professional is subject to the same restrictions on transfer to U.S. Persons or for the account of U.S. Persons during the Restrictive Period as provided herein and (d) has complied with the "Offering Restrictions" as defined in Section 902(h)(1). Issuer will not honor or register and will not be obligated to honor or register any transfer in violation of these provisions; to assure full compliance with the restrictions placed on the resale of securities offered pursuant to Regulation S, the Issuer shall staple an attachment to the certificates evidencing the Debentures and Warrants, which shall bear the restrictive legend attached hereto as Exhibit "A. " The Debentures and Warrants and the Common Stock to be issued upon the conversion of the Debentures and upon the exercise of the Warrants, shall not make reference to the restrictive legend attached thereto, and shall be freely transferable on the books and records of Issuer and it's Transfer Agent. (ix) For purposes hereof, in general, a "U.S. Person" means any natural person, resident of the United States; any partnership or corporation organized or incorporated under the laws of the United States or any state or territory thereof; any estate of which any executor or administrator is a U.S. Person; any trust of which any trustee is a U.S. Person; any agency or branch of a foreign entity located in the United States; any nondiscretionary account or similar account, other than an estate or trust, held by a dealer or other fiduciary for the benefit or account of a U.S. Person; any discretionary account 3 or similar account, other than an estate or trust, held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States; and any partnership or corporation if organized or incorporated under the laws of any foreign jurisdiction and formed by a U.S. Person principally for the purpose of investing in securities and not registered under the 1933 Act unless it is organized and incorporated and owned by "accredited investors," as defined under Rule 501(a) under the 1933 Act, who are not natural persons, estates or trusts. "U.S. Person" is further defined in Rule 902(o) under the 1933 Act; (x) A "Professional" is a "distributor" as defined in Rule 902(c) under the 1933 Act (generally any underwriter, or other person, who participates, pursuant to a contractual arrangement, in the distribution of the Debentures and Warrants); a dealer as defined in Section 2(12) of the Exchange Act (encompassing those who engage in the business of trading or dealing in securities as agent, broker, or principal); or a person receiving a selling concession, fee or other remuneration in respect of the Debentures and Warrants sold. (xi) Buyer acknowledges that at the time of the purchase, Buyer does not have a short or hedge position in the Debentures, Warrants or the Common Stock or any component thereof. During the Restrictive Period Buyer shall not in the United States, effect short sales in the Debentures, Warrants or the Common Stock, nor shall Buyer hedge through short sales, options or otherwise Buyer's purchase of such Debentures, Warrants or the Common Stock. b. No Government Recommendation or Approval. Buyer understands that no Federal, State or foreign governmental agency has passed on or made any recommendation or endorsement of the Debentures and Warrants. 3. ISSUER REPRESENTATIONS AND COVENANTS. a. Reporting Company Status. Issuer is a "reporting company" as defined by Rule 902 of Regulation S. Issuer is in full compliance, to the extent applicable, with all filing obligations under Section 15(d) of the Exchange Act. b. Current Public Information. Issuer has furnished Buyer with copies of the Issuer's 10K for the last fiscal year, as filed with the SEC and its latest 10Q for the latest quarterly period ended, as filed with the SEC, and any amendments thereto, and all 8K's as filed with the SEC during the last 12 months. There has been no material adverse changes in the financial condition or prospects of the company except as disclosed in the filings with the SEC. c. Offshore Transaction. (i) Issuer has not offered the Debentures and Warrants which are the subject of this Agreement to any person in the United States, any identifiable groups of U.S. citizens abroad, or to any U.S. Person as that term is defined in Regulation S. (ii) At the time the buy order was originated, Issuer and/or its agents reasonably believed Buyer was outside of the United States and was not a U.S. Person. 4 (iii) Issuer and/or its agents reasonably believe that the transaction has not been prearranged with a buyer in the United States. d. No Directed Selling Efforts. In regard to the transaction contemplated by this Agreement, the Issuer has not conducted any "directed selling efforts" as that term is defined in Rule 902 of Regulation S nor has Issuer conducted any general solicitation relating to the offer and sale of the Debentures and Warrants which are the subject of this transaction to persons resident within the United States or elsewhere. e. Concerning the Debentures and Warrants. The Debentures and Warrants when issued and delivered will be duly and validly authorized and issued, fully paid and non-assessable and will not subject the holders thereof to personal liability by reason of being such holders. There are no preemptive rights of any shareholder of the Company. The Company has reserved the number of Common Shares required to be issued to the Buyers upon conversion of the Debentures and upon the exercise of the Warrants based upon the current trading price of the Company's Common Stock and reasonably anticipated changes in such price. f. Subscription Agreement. The Subscription Agreement has been duly authorized, validly executed and delivered on behalf of the Issuer and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally. g. Non-contravention. The execution and delivery of the Subscription Agreement and the consummation of the issuance of the Debentures and Warrants and the transactions contemplated by the Subscription Agreement do not and will not conflict with or result in a breach by the Issuer of any of the terms or provision of, or constitute a default under, the articles of incorporation or bylaws of the Issuer or any indenture, mortgage, deed of trust or other material agreement or instrument to which the Issuer is a party or by which its or any of its respective properties or assets are bound, or any existing applicable law, rule or regulation or any applicable law, rule or regulation or any applicable decree, judgment or order of any United States Court, Federal or State regulatory body, administrative agency or other governmental body having jurisdiction over the Issuer or any of its properties or assets. h. Approvals. Issuer is not aware of any authorization, approval or consent of any governmental body which is legally required for the issuance and sale of the Debentures and Warrants as contemplated by the Subscription Agreement, except that the Issuer will not apply for listing of the shares to be issued upon conversion of the Debentures or the exercise of the Warrants on the Vancouver Stock Exchange, thus the undersigned will not be able to sell any such shares on the Vancouver Stock Exchange. i. Continuous Offering. The sale of the Debentures and Warrants pursuant to this Agreement is not a "continuous offering" as defined in Rule 902(m) or if it is a continuous offering, the sale of the Debentures and Warrants hereunder is the last sale thereunder and the "Restricted Period" as defined in Rule 902(m) commences on the Effective Date as hereinafter defined. 4. SAFE HARBOR; RELIANCE ON REPRESENTATIONS. Buyer understands that the offer and sale of the Debentures and Warrants (or any components thereof) are not being 5 registered under the 1933 Act. Issuer is relying on the rules governing offers and sales made outside the United States pursuant to Regulation S and Buyer's representations hereunder. 5. TRANSFER AGENT INSTRUCTIONS. Issuer's transfer agent will be instructed to issue one or more certificates representing the Debentures and Warrants without restrictive legend in the name of Buyer and in such denominations to be specified prior to closing. Issuer further warrants that no instructions other than these instructions and instructions for a "stop transfer" instruction until the end of the Restrictive Period for resales into the United States have been given to the transfer agent and that such Debentures and Warrants shall otherwise be freely transferable on the books and records of the Company. Nothing in these Sections , however, shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Debentures and Warrants and underlying Common Stock. Notwithstanding anything herein to the contrary, an attachment shall be stapled to the certificate evidencing the Debentures, Warrants and the common stock issued upon conversion of the Debentures and exercise of the Warrants, which attachment shall bear the legend attached hereto as Exhibit A. 6. DELIVERY INSTRUCTIONS. The Debenture and Warrant certificates shall be delivered to the Escrow Agent, versus payment of the full Purchase Price, as setforth in the Escrow Agreement. 7. CLOSING DATE. The date of the issuance and the sale of the Debentures and Warrants (the "Closing") shall be September 4, 1996 (the "Effective Date" or "Closing Date"), or such other mutually agreed to time and place. 8. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL. Buyer understands that Issuer's obligation to sell the Debentures and Warrants is conditioned upon: a. The receipt and acceptance by Issuer of this Subscription Agreement for all of the Debentures and Warrants as evidenced by execution of this Subscription Agreement by the President or any Vice President of the Issuer; and b. Delivery to the Escrow Agent under the Escrow Agreement by Buyer of immediately available funds as payment in frill for the purchase of the Debentures and Warrants. 9. CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. Issuer understands that Buyer's obligation to purchase the Debentures and Warrants is conditioned upon: a. Acceptance by Buyer of this Subscription Agreement for the sale of the Debentures and Warrants as evidenced by execution of this Subscription Agreement by the President or any Vice President of the Buyer; and b. Delivery of the Debentures and Warrants without restrictive legend other than as contained on the attachment stapled to the certificates evidencing the Debentures and Warrants as described herein. IN WITNESS WHEREOF, this Offshore Securities Subscription Agreement was duly executed on the date first written below. 6 Dated this 4th day of the month of September, 1996. Official Signatory of Issuer: SOLIGEN TECHNOLOGIES, INC. By:_____________________________________ Print Name: Yehoram Uziel Title: Chairman and President Accepted this 4th day of the month of September, 1996. Official Signature of Buyer: By: Black Sea Investments, LTD.; Ryan T. Phillips --------------------------------------------- Address: President 7 Exhibit A "The Securities covered hereby have not been registered under the Securities Act of 1933, as amended (the "Act") and may not be offered or sold within the United States or to or for the account or the benefit of U.S. persons (i) as part of a distribution at any time or (ii) otherwise until October 24, 1996, except, in either case, in accordance with Regulation S under the Act. Terms used above have the meaning give to them by Regulation S." EX-99.6 6 OFFSHORE SECURITIES AGREEMENT 1 Exhibit 99.6 OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT THIS OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT is executed in reliance upon the transaction "safe harbor" afforded by Regulation S ("Regulation S") as promulgated by the Securities and Exchange Commission ("SEC"), under the Securities Act of 1933, as amended ("1933 Act"). THIS AGREEMENT has been executed by the undersigned in connection with the placement of 6% Convertible Debentures in the amount of Five Hundred Thousand U.S. dollars ($500,000) due on or before August 31, 1999, which shall be convertible into the Common Stock of the Issuer (the "Debentures") and warrants, at the rate of one-half of a warrant for each share of Issuers Common Stock into which the Debenture would be convertible, at the average of the closing price on the American Stock Exchange for the five days preceding the Closing (the "Closing Price") to purchase (at the Closing Price plus 50%) the Common Stock of Soligen Technologies, Inc. located at 19408 Londelius Street, Northridge, California 91324, a corporation organized under the laws of the State of Wyoming, United States of America (hereinafter referred to as "Issuer"). After the Closing the Debentures shall be convertible as set forth in Section 4 of the Form of Debenture. The undersigned (hereinafter referred to as "Buyer") is located at and is a corporation organized under the laws or a citizen and resident of the country set forth below Buyer's signature, and hereby represents and warrants to, and agrees with Issuer as follows: 1. AGREEMENT TO SUBSCRIBE; PURCHASE PRICE. a. The undersigned hereby subscribes for $500,000.00 (the "Purchase Price") of Issuers Debentures and Warrants for the purchase of the Common Stock of the Issuer (the "Warrants"), pursuant to a Regulation S offering (the "Offering"). b. Buyer shall pay the Purchase Price by delivering good funds in United States Dollars to the Escrow Agent as set forth in the Escrow Agreement of even date. 2. SUBSCRIBER REPRESENTATIONS; ACCESS TO INFORMATION; INDEPENDENT INVESTIGATION. a. Offshore Transaction. Buyer represents and warrants to Issuer as follows: (i) Buyer does not have any of its securities registered under the Securities Exchange Act of 1934 (the "Exchange Act") and is not a U.S. Person and is not owned by U.S. Persons as defined in Regulation S and herein; (ii) At the time the buy order to purchase the Debentures and Warrants was originated, Buyer was outside the United States; 2 (iii) No offer to purchase the Debentures and Warrants was made in the United States nor were any "directed selling efforts" as defined in Rule 902 of Regulation S made in the United States by Buyer or any of its affiliates; (iv) Buyer is purchasing the Debentures and Warrants for Buyer's own account and for investment purposes and not with the view towards distribution. Buyer does not have any contract, understanding or arrangement with any person to sell, transfer or grant participation to such person or any third person with respect to the Debentures and Warrants; (v) All subsequent offers and sales of the Debentures and Warrants shall be made in compliance with Regulation S, pursuant to registration of the Debentures and Warrants under the 1933 Act or pursuant to an exemption from such registration; (vi) Buyer understands that the Debentures and Warrants are being offered and sold to Buyer in reliance on Regulation S safe harbor from the registration requirements of the 1933 Act and that the Issuer is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such safe harbor and the suitability of buyer to acquire the Debentures and Warrants; (vii) Buyer acknowledges that Buyer has received and reviewed the information supplied by the Company pursuant to Section 3b hereof; (viii) Buyer agrees that from the date hereof until the forty-first (41st) day after the purchase of the Debentures and Warrants offered pursuant to Regulation S (the "Restrictive Period"), that the Buyer, or any successor, or any Professional (as defined in Section 2a(x) hereof) (except for sales of any Debentures and Warrants registered under the 1933 Act or otherwise exempt from such registration) (a) will not sell the Debentures or the Warrants to a U.S. Person or for the account or benefit of a U.S. Person or anyone believed to be a U.S. Person, (b) will not engage in any efforts to sell the Debentures or Warrants in the United States, (c) will send to a Professional acting as agent or principal, a confirmation or other notice stating that the Professional is subject to the same restrictions on transfer to U.S. Persons or for the account of U.S. Persons during the Restrictive Period as provided herein and (d) has complied with the "Offering Restrictions" as defined in Section 902(h)(1). Issuer will not honor or register and will not be obligated to honor or register any transfer in violation of these provisions; to assure full compliance with the restrictions placed on the resale of securities offered pursuant to Regulation S, the Issuer shall staple an attachment to the certificates evidencing the Debentures and Warrants, which shall bear the restrictive legend attached hereto as Exhibit "A. " The Debentures and Warrants and the Common Stock to be issued upon the conversion of the Debentures and upon the exercise of the Warrants, shall not make reference to the restrictive legend attached thereto, and shall be freely transferable on the books and records of Issuer and it's Transfer Agent. (ix) For purposes hereof, in general, a "U.S. Person" means any natural person, resident of the United States; any partnership or corporation organized or incorporated under the laws of the United States or any state or territory thereof; any estate of which any executor or administrator is a U.S. Person; any trust of which any trustee is a U.S. Person; any agency or branch of a foreign entity located in the United States; any nondiscretionary account 3 or similar account, other than an estate or trust, held by a dealer or other fiduciary for the benefit or account of a U.S. Person; any discretionary account or similar account, other than an estate or trust, held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States; and any partnership or corporation if organized or incorporated under the laws of any foreign jurisdiction and formed by a U.S. Person principally for the purpose of investing in securities and not registered under the 1933 Act unless it is organized and incorporated and owned by "accredited investors," as defined under Rule 501(a) under the 1933 Act, who are not natural persons, estates or trusts. "U.S. Person" is further defined in Rule 902(o) under the 1933 Act; (x) A "Professional" is a "distributor" as defined in Rule 902(c) under the 1933 Act (generally any underwriter, or other person, who participates, pursuant to a contractual arrangement, in the distribution of the Debentures and Warrants); a dealer as defined in Section 2(12) of the Exchange Act (encompassing those who engage in the business of trading or dealing in securities as agent, broker, or principal); or a person receiving a selling concession, fee or other remuneration in respect of the Debentures and Warrants sold. (xi) Buyer acknowledges that at the time of the purchase, Buyer does not have a short or hedge position in the Debentures, Warrants or the Common Stock or any component thereof. During the Restrictive Period Buyer shall not in the United States, effect short sales in the Debentures, Warrants or the Common Stock, nor shall Buyer hedge through short sales, options or otherwise Buyer's purchase of such Debentures, Warrants or the Common Stock. b. No Government Recommendation or Approval. Buyer understands that no Federal, State or foreign governmental agency has passed on or made any recommendation or endorsement of the Debentures and Warrants. 3. ISSUER REPRESENTATIONS AND COVENANTS. a. Reporting Company Status. Issuer is a "reporting company" as defined by Rule 902 of Regulation S. Issuer is in full compliance, to the extent applicable, with all filing obligations under Section 15(d) of the Exchange Act. b. Current Public Information. Issuer has furnished Buyer with copies of the Issuer's 10K for the last fiscal year, as filed with the SEC and its latest 10Q for the latest quarterly period ended, as filed with the SEC, and any amendments thereto, and all 8K's as filed with the SEC during the last 12 months. There has been no material adverse changes in the financial condition or prospects of the company except as disclosed in the filings with the SEC. c. Offshore Transaction. (i) Issuer has not offered the Debentures and Warrants which are the subject of this Agreement to any person in the United States, any identifiable groups of U.S. citizens abroad, or to any U.S. Person as that term is defined in Regulation S. (ii) At the time the buy order was originated, Issuer and/or its agents reasonably believed Buyer was outside of the United States and was not a U.S. Person. 4 (iii) Issuer and/or its agents reasonably believe that the transaction has not been prearranged with a buyer in the United States. d. No Directed Selling Efforts. In regard to the transaction contemplated by this Agreement, the Issuer has not conducted any "directed selling efforts" as that term is defined in Rule 902 of Regulation S nor has Issuer conducted any general solicitation relating to the offer and sale of the Debentures and Warrants which are the subject of this transaction to persons resident within the United States or elsewhere. e. Concerning the Debentures and Warrants. The Debentures and Warrants when issued and delivered will be duly and validly authorized and issued, fully paid and non-assessable and will not subject the holders thereof to personal liability by reason of being such holders. There are no preemptive rights of any shareholder of the Company. The Company has reserved the number of Common Shares required to be issued to the Buyers upon conversion of the Debentures and upon the exercise of the Warrants based upon the current trading price of the Company's Common Stock and reasonably anticipated changes in such price. f. Subscription Agreement. The Subscription Agreement has been duly authorized, validly executed and delivered on behalf of the Issuer and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally. g. Non-contravention. The execution and delivery of the Subscription Agreement and the consummation of the issuance of the Debentures and Warrants and the transactions contemplated by the Subscription Agreement do not and will not conflict with or result in a breach by the Issuer of any of the terms or provision of, or constitute a default under, the articles of incorporation or bylaws of the Issuer or any indenture, mortgage, deed of trust or other material agreement or instrument to which the Issuer is a party or by which its or any of its respective properties or assets are bound, or any existing applicable law, rule or regulation or any applicable law, rule or regulation or any applicable decree, judgment or order of any United States Court, Federal or State regulatory body, administrative agency or other governmental body having jurisdiction over the Issuer or any of its properties or assets. h. Approvals. Issuer is not aware of any authorization, approval or consent of any governmental body which is legally required for the issuance and sale of the Debentures and Warrants as contemplated by the Subscription Agreement, except that the Issuer will not apply for listing of the shares to be issued upon conversion of the Debentures or the exercise of the Warrants on the Vancouver Stock Exchange, thus the undersigned will not be able to sell any such shares on the Vancouver Stock Exchange. i. Continuous Offering. The sale of the Debentures and Warrants pursuant to this Agreement is not a "continuous offering" as defined in Rule 902(m) or if it is a continuous offering, the sale of the Debentures and Warrants hereunder is the last sale thereunder and the "Restricted Period" as defined in Rule 902(m) commences on the Effective Date as hereinafter defined. 4. SAFE HARBOR; RELIANCE ON REPRESENTATIONS. Buyer understands that the offer and sale of the Debentures and Warrants (or any components thereof) are not being 5 registered under the 1933 Act. Issuer is relying on the rules governing offers and sales made outside the United States pursuant to Regulation S and Buyer's representations hereunder. 5. TRANSFER AGENT INSTRUCTIONS. Issuer's transfer agent will be instructed to issue one or more certificates representing the Debentures and Warrants without restrictive legend in the name of Buyer and in such denominations to be specified prior to closing. Issuer further warrants that no instructions other than these instructions and instructions for a "stop transfer" instruction until the end of the Restrictive Period for resales into the United States have been given to the transfer agent and that such Debentures and Warrants shall otherwise be freely transferable on the books and records of the Company. Nothing in these Sections , however, shall affect in any way the Buyer's obligations and agreement to comply with all applicable securities laws upon resale of the Debentures and Warrants and underlying Common Stock. Notwithstanding anything herein to the contrary, an attachment shall be stapled to the certificate evidencing the Debentures, Warrants and the common stock issued upon conversion of the Debentures and exercise of the Warrants, which attachment shall bear the legend attached hereto as Exhibit A. 6. DELIVERY INSTRUCTIONS. The Debenture and Warrant certificates shall be delivered to the Escrow Agent, versus payment of the full Purchase Price, as setforth in the Escrow Agreement. 7. CLOSING DATE. The date of the issuance and the sale of the Debentures and Warrants (the "Closing") shall be September 13, 1996 (the "Effective Date" or "Closing Date"), or such other mutually agreed to time and place. 8. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL. Buyer understands that Issuer's obligation to sell the Debentures and Warrants is conditioned upon: a. The receipt and acceptance by Issuer of this Subscription Agreement for all of the Debentures and Warrants as evidenced by execution of this Subscription Agreement by the President or any Vice President of the Issuer; and b. Delivery to the Escrow Agent under the Escrow Agreement by Buyer of immediately available funds as payment in full for the purchase of the Debentures and Warrants. 9. CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. Issuer understands that Buyer's obligation to purchase the Debentures and Warrants is conditioned upon: a. Acceptance by Buyer of this Subscription Agreement for the sale of the Debentures and Warrants as evidenced by execution of this Subscription Agreement by the President or any Vice President of the Buyer; and b. Delivery of the Debentures and Warrants without restrictive legend other than as contained on the attachment stapled to the certificates evidencing the Debentures and Warrants as described herein. 6 IN WITNESS WHEREOF, this Offshore Securities Subscription Agreement was duly executed on the date first written below. Dated this 13th day of the month of September, 1996. Official Signatory of Issuer: SOLIGEN TECHNOLOGIES, INC. By:_____________________________________ Print Name: Robert Kassel Title: Chief Financial Officer Accepted this 13th day of the month of September, 1996. Official Signature of Buyer: Henley Group, Ltd. By: ____________________________________ Address: 7 Exhibit A "The Securities covered hereby have not been registered under the Securities Act of 1933, as amended (the "Act") and may not be offered or sold within the United States or to or for the account or the benefit of U.S. persons (i) as part of a distribution at any time or (ii) otherwise until October 24, 1996, except, in either case, in accordance with Regulation S under the Act. Terms used above have the meaning give to them by Regulation S." -----END PRIVACY-ENHANCED MESSAGE-----