TEMPE, Ariz., May 1 -- Three-Five Systems Inc. has filed a registration statement withthe US Securities and Exchange Commission for a proposed public offering of 2,600,000 shares of the company's common stock, on a split adjusted basis. The stock offering is being handled through an underwriting group managed by Banc of America Securities LLC, Needham & Co. Inc. and ING Barings. Three-Five has granted the underwriters an option to purchase up to an additional 390,000 shares of common stock solely to cover over-allotments on an as-needed basis. The number of shares registered pursuant to this offering has been adjusted for a three-for-two stock split to be carried out in the form of a stock dividend on or about May 12, 2000, to stockholders of record as of May 1, 2000.According to Jeffrey D. Buchanan, CFO of Three-Five Systems, the company plans to use the net proceeds from the offering to increase its manufacturing capacity through the expansion of facilities and the acquisition of equipment. Proceeds will also be used to fund the continued development of Three-Five's liquid-crystal-on-silicon microdisplay technology and to develop new display or display-related technologies, as well as to provide additional working capital to finance the expansion of the company's business.