XENONICS HOLDINGS, INC. (XNN) SPO
|Company Name||XENONICS HOLDINGS, INC.|
|Company Address||3186 LIONSHEAD AVENUE
CARLSBAD, CA 92010
|CEO||Alan P. Magerman|
|Employees (as of 2/28/2005)||16|
|State of Inc||NV|
|Fiscal Year End||9/30|
|Exchange||American Stock Exchange|
|Shares Over Alloted||--|
|Shareholder Shares Offered||2,021,800|
|Lockup Period (days)||180|
|Quiet Period Expiration||--|
We will not receive any proceeds from the sale of the common stock by the selling stockholders pursuant to this prospectus. However, we will receive the exercise price of warrants to purchase common stock from certain of the selling stockholders upon the exercise of their warrants. We expect to use the proceeds received from the exercise of the warrants, if any, for general working capital purposes. If all of such warrants are exercised, we will receive net proceeds of $2,386,426. We will pay the expenses of registration of all of the shares that are offered pursuant to this prospectus, including legal and accounting fees.
Other companies that offer high intensity, portable lighting products include Reva International and Peak Beam Systems, Inc. We believe that neither of these companies currently offers a product with the features or range of applications of our NightHunter series. To our knowledge, only one company, Peak Beam Systems, supplies a short-arc xenon-based product. Peak Beam's product also has the capability of utilizing infrared and ultraviolet filters, and provides a long-range light beam. However, unlike our products, we believe that Peak Beam's products project a "black hole" and hence an obstructed field-of-view. In addition to these suppliers of hand-held high intensity lighting products, we believe that other companies that use first generation xenon technology, such as Spectrolab (helicopter searchlights), Phoebus (entertainment spotlights), and Strong (entertainment spotlights) could enter our market in the future. Our strategy is to become the recognized market and technology leader before competitors can deliver a comparable product to the market. In addition, we have begun developing a second-generation product which we believe will enhance our competitive position. It is our intention to complete and release this new product in 2005. However, there is no assurance that we will be able to develop and produce this second generation product on time, or ever.
We design, manufacture and market high-end, high-intensity portable illumination products. Our core product line consists of lightweight, long-range, ultra-high intensity illumination products used in a wide variety of applications by the military, law enforcement, security, search and rescue
and, to a lesser extent, in commercial markets. We hold several patents for our technology platform, which applies high efficiency dimmable electronic ballast circuitry and precision optics to xenon light to produce an illumination device that delivers improved performance over current technologies. We are largely dependent upon government orders for our revenues. Existing customers include all branches of the United States Armed Forces, including such elite forces as the U.S. Navy SEALs, USMC FAST and the U.S. Army Rangers. Other customers include the U.S. Border Patrol, the U.S. Secret Service, the U.S. Coast Guard, and the California Highway Patrol. We market our illumination products under the NightHunter brand name. The NightHunter series of products is produced in a variety of configurations to suit specific customer needs. These include compact hand-held systems for foot-borne personnel and stabilized systems for airborne, vehicular and shipboard use. These NightHunter illumination systems are used for reconnaissance, surveillance, search and rescue, physical security, target identification and navigation. The systems allow the user to illuminate an area, an object or a target with visible or non-visible light, and to improve visibility through many types of obscurants such as smoke, haze and most types of fog. We conduct all of our operations through our subsidiary, Xenonics, Inc. In July 2003, under our former name of Digital Home Theater Systems, Inc., we acquired 100% of the outstanding capital stock of Xenonics, Inc. in exchange for 8,750,000 shares of common stock. Upon the closing of the transaction, Digital Home Theater Systems, Inc. changed its name to Xenonics Holdings, Inc. The transaction was accounted for as a reorganization of Xenonics, Inc. with the issuance of stock for cash. ---------------- Our principal operations and executive offices are located at 2236 Rutherford Road, Suite 123, Carlsbad, California 92008, and our telephone number is (760) 438-4004. We also maintain a web site at www.xenonics.com.