Prospectus Summary
This Prospectus contains forward-looking statements which involve risks and uncertainties. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under "Risk Factors" and elsewhere in this Prospectus. The following summary is qualified in its entirety by the more detailed information and the financial statements and notes thereto appearing elsewhere in this Prospectus.
TN Technologies Holding Inc. was incorporated in Delaware in October 1996 to convert all of the general and limited partnership interests of Modem Media Advertising Limited Partnership ("Modem Media"), a Connecticut limited partnership, into common stock of TN Technologies Holding Inc. (the "Conversion"). Following the Conversion, TN Technologies Holding Inc. acquired certain businesses of True North (the "Combination"). In this Prospectus, unless the context otherwise indicates, the "Company" means TN Technologies Holding Inc. after the Conversion and the Combination, and the "True North Units" means the operations of the businesses acquired by the Company from True North in the Combination. Prior to consummation of the Offering, the Company will change its name to TN Technologies Inc. See "The Company" and "Relationship With True North and Certain Transactions." Except as otherwise indicated herein, all information in this Prospectus (i) assumes no exercise of the Underwriters' over-allotment option and (ii) reflects the filing of an amended and restated Certificate of Incorporation providing for two classes of common stock, Class A Common Stock having one vote per share and Class B Common Stock having seven votes per share, concurrently with the consummation of the Offering. See "Underwriters."