SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 20, 1997
CONTINENTAL AMERICAN TRANSPORTATION, INC.
Exact name of Registrant as specified in charter)
Colorado 0-18729 84-1089599
(State or other (Commission (IRS employee
jurisdiction of file number) identification
incorporation no.)
495 Lovers Lane Road, Calhoun, Georgia 30701
- --------------------------------------------------------
(Address of principal executive office) Zip Code
Registration telephone number, including area code: (706) 629-8682
Item 5. Other Events.
On February 20, 1997, the Securities and Exchange Commission
(the "Commission") informed Registrant that it would conduct a
"full review" of its Post-Effective Amendment No. 1 to its
registration statement, filed with the Commission on February
6, 1997 (the "Post-Effective Amendment"); the Post-Effective
Amendment modified and amended Registrant's registration
statement on Form S-3 originally filed with the Commission on
July 25, 1996, as well as Pre-Effective Amendment No. 1 to
such registration statement which was filed with the
Commission on November 25, 1996 (collectively, the
"Registration Statement"). The Registration Statement was
declared effective by the Commission on November 29, 1996,
based upon Registrant's Board of Director's written
certifications and acknowledgments to the Commission that
included, among other things, its certification that it would
not assert as a defense to any future Commission enforcement
action the fact of the Commission's issuing an order of
effectiveness for the Registration Statement.
The Registration Statement registered under the Securities Act
of 1933, as amended (the "1933 Act") an aggregate of 2,068,441
shares of the Registrant's Common Stock underlying 14 Common
Stock Purchase Warrants (the "Warrants"); also registered
therein were (1) 300,000 Common Shares to accommodate
conversions of 200,000 shares of Registrant's 10% Convertible
Preferred Stock sold to Seatex AG, an entity based in
Switzerland, pursuant to a certain Regulation S Offshore
Securities Subscription Agreement, dated October 22, 1996,
under the provisions of Regulation S promulgated under the
1933 Act and (2) an aggregate of 750,000 Common Shares on
behalf of certain selling securityholders (the "Selling
Securityholders").
In view of the notification by the Commission that it intended
to conduct a "full review" of the Post-Effective Amendment,
Registrant intends to inform all of the warrantholders whose
common shares underlying their respective Warrants were
included in the Registration Statement that Registrant will
not permit any exercises to purchase any of the Common Shares
underlying their Warrants until completion by the Commission
of its full review. The Company shall also inform the
warrantholders that it shall extend the warrant exercise
periods set forth in their respective Warrants by an amount of
time equal in duration to the time it takes the Commission to
complete its full review of the Post-Effective Amendment.
Registrant shall also notify the Selling Securityholders of
these developments and advise them to immediately seek
2
the advice of their respective attorneys before they proceed
with any offers to sell or sales of their common shares
included in the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
CONTINENTAL AMERICAN TRANSPORTATION, INC.
By: s/Erik Bailey
Erik Bailey, Vice President
and Chief Financial Officer
Dated: February 21, 1997
3
catform9.8-K