As filed with the Securities and Page 1 of __ pages
Exchange Commission on July __, 1996 Reg. No. 0-26760
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
North American Resorts, Inc.
(Exact name of Registrant as specified in its charter)
Colorado 84-12605
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
315 East Robinson Street, Orlando, Florida 32801
(Address of principal offices, including zip code)
P. R. Williams & Associates, Inc. Consulting Agreement
Rush Entertainment Corporation Consulting Agreement
(Full Title of the Plan)
Charles Clayton
527 Marquette
Minneapolis, Minnesota 55402
(612) 338-3738
(Name and Address of agent for service)
(Telephone number, including area code for agent for service)
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, CHECK THE FOLLOWING BOX: [ X ]
CALCULATION OF REGISTRATION FEE
=========================================================================================================
Title of Each Amount to be Proposed Maximum Proposed Maximum Amount of
Class of Securities Registered Offering Aggregate Registration Fee (1)
to be Registered Per Share (1) Offering Price
- ---------------------------------------------------------------------------------------------------------
Common Stock
No par value 1,000,000 $.07 $70,000
Preferred Stock
No par value 100,000 $.70 $70,000
Total $100.00 (minimum fee)
===========================================================
(1) Estimated solely for purposes of calculating registration fee pursuant to
Rule 457 based upon the most recent bid price on OTC.
FORM S-8 REGISTRATION STATEMENT
FOR 1996 CONSULTANT STOCK GRANT
---------------------------------------
PART I.
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
This Registration Statement is filed with the Securities and Exchange Commission
(the "Commission") for the purpose of registering shares of common stock, no par
value, ("Common Stock") of the Registrant in connection with its 1996 Consultant
Stock Plans pursuant to written compensation agreements dated March 15, 1996 and
June 1, 1996 (the Plans").
A prospectus containing the information specified in Part I of Form S-8 will be
sent or given to consultants as specified by Rule 428(b)(1). Such prospectus is
not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
PART II.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3 - INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this Registration
Statement, and are made a part hereof:
(a) The Registrant's annual report on Form 10-K, for the fiscal year ended
December 31, 1995.
(b) The Registrant's quarterly report on Form 10-Q for the fiscal quarter ended
March 31, 1996.
(c) [All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of such fiscal year].
(d) All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
indicating that all of the securities offered hereby have been sold, or
deregistering all such securities then remaining unsold, shall be deemed to be
incorporated by reference and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed incorporated by reference herein modifies or supersedes
such statement. Any such document so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4 - DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5 - INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6 - INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Colorado Corporation Code, Section 7-3-101.5, contains indemnification
provisions which permits indemnification by a corporation of any officer,
director and affiliated person who was or is a party, or who is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a member, director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as member,
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorney's fees,
and against judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted, or failed to act, in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. All indemnification must be reported to the
shareholders at the next annual meeting. In some instances a court must approve
such indemnification.
ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8 - EXHIBITS.
Reference is made to the Exhibit Index which is included on page __ of this
Registration Statement following the Signature Page.
ITEM 9 - 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 to include any
additional or changed material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the 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 the registration statement (or the most recent post-effective
amendment) which individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement.
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for purposes of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be treated as a new registration
statement relating to the securities offered herein, and shall treat the
offering of such securities at that time as 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.
(4) That for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, (and where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions set forth in Item 6 hereof or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, and is therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person of the Registrant in
connection with the securities being registered, the Registrant 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 of whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933, and will be governed by the final adjudication of such issue.
The undersigned registrant undertakes to deliver or cause ot be delivered with
the prospectus to each consultant to whom the prospectus is sent or given a copy
of the registrant's annual report to stockholders for its last fiscal year,
unless such consultant has received a copy of such report, in which case the
registrant shall state in the prospectus that it will promptly furnish, without
charge, a copy of such report on written request of the consultant. If the last
fiscal year of the registrant has ended within 120 days prior to the use of the
prospectus, the annual report of the registrant for the preceding fiscal year
may be delivered, but within such 120- day period the annual report for the last
fiscal year will be furnished to each consultant.
The undersigned registrant undertakes to transmit or cause to be transmitted to
all consultants participating in the plan who do not otherwise receive such
material as stockholders of the registrant, at the time and in the manner such
material is sent to stockholders, copies of all reports, proxy statements and
other communications distributed to its stockholders generally.
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 a registration statement on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minneapolis, State of Minnesota on
July ____, 1996.
/s/ Brian A. Nelson
-------------------------------------
Brian A. Nelson, President & Director
/s/ Gary L. Larvinson
-------------------------------------
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated. Each Officer and Director may execute a separate signature page
and when all of the separate pages are put together, they shall be construed as
one signature page as if all of the Officers and Directors had signed on one
page.
Dated: July ____, 1996
/s/ Brian A. Nelson
- ------------------------------------
Brian A. Nelson, Director
/s/ Gary L. Larvinson
- ------------------------------------
Gary L. Larvinson, Director
- ------------------------------------
Holley A. Rogers, Director
- ------------------------------------
Anthony Arrigoni, Director
NO SEAL:
PROSPECTUS
NORTH AMERICAN RESORTS, INC.
1,000,000 Shares of Common Stock
100,000 Shares of Preferred Stock
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY TEH SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus relates to 1,000,000 shares (the Shares) of common stock, and
100,000 shares of Preferred Stock of North American Resorts, Inc. (the Company).
The Shares have been issued to consultants (the Selling Shareholders) pursuant
to Consulting Agreements. The Selling Shareholders will be offering the Shares
for their own respective accounts, and the Company will not receive any part of
the proceeds from the sales (see Selling Shareholders). This Prospectus
identifies the Selling Shareholders with a current intent to sell, and other
Selling Shareholders who hold Shares eligible for sale. Additional Selling
Shareholders may be identified by prospectus supplements.
The Company has been advised by the Selling Shareholders that there are not any
underwriting arrangements with respect to the sale of the Shares. The Shares
will be sold from time to time in the over-the-counter market at then prevailing
prices or at prices related to the then current market prices or in private
transactions at negotiated prices, and brokerage fees may be paid by the Selling
Shareholders in connection with any sale. The Selling Shareholders will pay all
applicable stock transfer taxes, transfer fees and related fees and expenses.
The Company will bear the cost of preparing and filing the Registration
Statement and Prospectus and all filing fees and legal and accounting expenses
in connection with registration under federal and state securities laws.
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK (See Risk Factors)
The Date of this Prospectus is July 29, 1996
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING DESCRIBED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION TO ANY
PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL OR AN OFFERING OF ANY SECURITIES
OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance with the Act files reports, proxy
statements and other information with the Securities and Exchange Commission
(the Commission). Such reports, proxy statements and other information
concerning the Company can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street N.W., Washington,
D.C. 20549, and the Commission's Regional offices at 75 Park Place, 14th Floor,
New York, New York 100007; 5757 Wilshire Boulevard, Suite 500 East, Los Angeles,
California 90036 and 500 West Madison, Suite 1400, Chicago, Illinois 60661.
Copies of such material can be obtained from such facilities and the Public
Reference Section of the Commission at 450 Fifth Street, N.W. Washington, D.C.
20549 at prescribed rates.
This Prospectus, which constitutes part of a registration statement filed by the
Company with the Commission under the Securities Act of 1934 omits certain of
the information contained in the registration statement. Reference is hereby
made to the registration statement and to the exhibits relating thereto for
further information with respect to the Company and the Shares offered.
Statements contained concerning the provisions of documents are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the registration statement or otherwise filed with the
Commission. Each statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this Registration
Statement, and are made a part hereof:
(a) The Registrant's annual report on Form 10-K, for the fiscal year ended
December 31, 1995.
(b) The Registrant's quarterly report on Form 10-Q for the fiscal quarter ended
March 31, 1996.
(c) [All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of such fiscal year].
(d) All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
indicating that all of the securities offered hereby have been sold, or
deregistering all such securities then remaining unsold, shall be deemed to be
incorporated by reference and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed incorporated by reference herein modifies or supersedes
such statement. Any such document so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
THE COMPANY
North American Resorts, Inc. was formed in Colorado in 1985 as Gemini Ventures,
Inc. The name was changed in 1989 to Solomon Trading Company, Ltd., and was
changed again in 1994 to The Voyageur First, Inc. The name was changed to its
present name on March 30, 1995 after an asset purchase of North American
Resorts, Inc. At the time of the purchase the only asset of North American
Resorts, Inc. was its business plan, and the Company issued 166,667 shares of
its preferred stock for North American Resorts, Inc.
The Company became the owner of USA Tourist Service Centers, Inc. as a result of
the asset purchase of North American Resorts, Inc. USA Tourist Service Centers,
Inc., which began business in 1993, was wholly owned by North American Resorts,
Inc. USA Tourist Service Centers, Inc. holds a license as a travel agent, and
operates out of its office in Orlando, Florida. USA Tourist Service Centers,
Inc. also had filed to become a franchisee, and sold two franchises. The
franchises sold were for the state of Minnesota and the state of Ohio, and sold
for $50,000 each. The Minnesota franchise should be paid for on June 30, 1996,
and Ohio franchise on December 31, 1995. Both franchises will begin operations
in 1996, and the Company intends to live up to the franchise agreement in each
case. It does not intend to pursue the franchise business further. USA Tourist
Service Centers, Inc. is not affiliated in any way with the United States
government. North American Resorts, Inc. also held an option to purchase 5 time
share units at Ocean Landings in Coco Beach, Florida, which it has now
purchased.
The Company was activated as a business after the purchase in March, 1995, and
has been in the business of selling vacations in Florida since that time. The
vacations are mostly in the Orlando, Florida area, and the Company sells rooms
in motels, airline tickets and car rentals. The leads for the sales are
generated through newspaper advertising from Colorado and Texas and eastward
from those states. The newspaper ads describe vacations in Orlando, mostly for 5
days and 4 nights, at a cost at about 40% below the usual advertised cost. The
Company is able to sell these services for a lower cost because of the
negotiated costs it has with the providers. The motels used by the Company are
chain motels in the lower price range, such as Motel 8. USA Tourist Service
Centers, Inc. is a wholly owned subsidiary of North American Resorts, Inc.
North American Resorts, Inc. was also activated in mid 1995 and sells
memberships. A member is entitled to an annual pass to Cypress Island animal
preserve and to a vacation at Ocean Landings Resort in Coco Beach, Florida or to
trade in the week vacation to Interval International and select from other
resorts.
THE SECURITIES REGISTERED HEREBY ARE SPECULATIVE, INVOLVE A HIGH AMOUNT OF RISK,
AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOS THEIR ENTIRE
INVESTMENT. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE HIGH RISK
ASSOCIATED WITH THESE SECURITIES.
Prospective investors should, prior to making an investment, carefully consider
the following risk factors with respect to the Company and this offering.
RISK FACTORS
(1) Competition. The business in which the Company is engaged is highly
competitive and many of the Company's competitors have substantially
greater resources and experience than the Company.
(2) No Dividends. The Company has never paid a dividend on its Common Stock,
and does not intend to pay dividends in the foreseeable future. It
currently intends to retain substantially all future earnings for use in
its business.
(3) Lack of Operating History and Possibility of Operating Losses. The Company
may incur operating losses and no assurance can be given as to the ultimate
success or failure of the Company or as to the return, if any, that
investors will receive on their investments. Operating losses could be
substantial, in which event investors could sustain a total loss of their
investment.
(4) Market Acceptance. The Company's ability to successfully market its
products will depend upon its acceptance by the community. There can be no
assurance that the Company will be able to achieve commercial acceptance of
its travel business.
(5) Broker-Dealer Sales of Company's Registered Securities. The Company's
common stock is deemed a "Penny Stock" since the Gross assets are less than
$4,000,000 and the net assets are less than $2,000,000. Therefore the SEC
imposes additional sales requirements on Broker-Dealers who sell such
securities to persons other than established customers and accredited
investors (generally institutions with assets in excess of $5,000,000 or
individuals with net worths in excess of $1,000,000 or annual income
exceeding $200,000 or $300,000 jointly with a spouse). In these
transactions, the Broker-Dealer must make a suitability determination and
obtain the purchaser's written agreement to the transaction prior to the
sale. Consequently, the rules may make it more difficult for the Brokers to
sell the securities or for shareholders to sell in a secondary market.
THIS LIST OF RISK FACTORS MAY NOT BE COMPREHENSIVE. EACH INVESTOR IS CAUTIONED
AND ADVISED TO MAKE HIS OWN INQUIRIES AND ANALYSIS WITH RESPECT TO THE CURRENT
AND PROPOSED BUSINESS OF THE COMPANY.
MANAGEMENT
The executive officers and Directors of the Company are as
follows:
Name Age Position
- ---- --- --------
Brian A. Nelson 40 President/Director
Gary A. Larvinson 49 Secretary/Director
Holley A. Rogers 56 Director
Anthony Arrigoni 32 Director
Brian A. Nelson, 40 years of age, the President and a Director. Mr. Nelson has
been employed by the Radisson Hotels for more than the past 10 years in a
management capacity in Minneapolis, Minnesota. A Director since November, 1994.
Gary A. Larvinson, 49 years of age, the Secretary and a Director. Mr. Larvinson
has been the proprietor of A Place for everything, a furniture business in Elk
River, Minnesota for more than the past five years. A Director since November,
1994.
Holley A. Rogers, 56 years of age, a Director. Mr. Rogers has been employed from
1990 to 1991 for Continental Homes in real estate sales, and from June, 1991 to
the present at Central Florida Hospital, a division of Central Florida
Investment Group, as Marketing Manager. He was in real estate sales and radio
sales before the present employment, and is the holder of a Florida real estate
license. A Director since May, 1995.
Anthony Arrigoni, 32 years of age, a Director. Mr. Arrigoni was an Account
Executive for Cardservice International from 1990 to 1993, President of Dream
Away Travel from March, 1993 to December, 1994 and President of U.S.A. Tourist
Services, Inc. from December, 1994 to the present time. A Director since May,
1995.
The directors of the Company are elected annually by the shareholders for a term
of one year or until their successors are elected and qualified. The officers
serve at the pleasure of the Board of Directors.
CERTAIN TRANSACTIONS
The purchase of all of the outstanding stock of North American Resorts, Inc. in
April, 1995 resulted in Anthony Arrigoni and Holley Rogers becoming shareholders
of the Company, and both are now Directors of the Company. Mr. Rogers was issued
common shares at that time for services rendered and for his expertise as a
Director. The purchase of the stock of North American Resorts, Inc. included its
subsidiary, USA Tourist Service Centers, Inc. The USA Tourist Service Centers,
Inc. provides income to the Company through sales of vacations.
USE OF PROCEEDS
The Shares will be offered by the Selling Shareholders for their own respective
accounts and the Company will not receive any part of the proceeds from the
sale. The principal reason for this offering is to allow the Selling
Shareholders to offer their Shares pursuant to an effective registration
statement as required in certain agreements between the Company and the Selling
Shareholders.
SELLING SHAREHOLDERS
The following table sets forth for each of the Selling Shareholders such
person's ownership of shares at June 30, 1996, the number of shares being
offered by each person and each person's ownership by number of shares and by
percent of total outstanding shares before and after giving effect to the sale
of all Shares offered.
Number of Percentage of Percentage after
Name Shares owned Shares owned offering
- ---- ------------ ------------- ----------------
Ray Rasmussen 1,000,000 shares 5% 5%
Toby Investment Group 100,000 preferred 9% 9%
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholders, or by
pledgees, donees, transferees or other successors in interest. Such sales may be
made in the over-the-counter market, or otherwise, at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions.
The Shares may be sold in one or more of the following ways:
(a) a block trade in which the broker or dealer so engaged will attempt to sell
the Shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; and
(c) ordinary brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales brokers or dealers engaged by the
Selling Shareholders may arrange for other brokers or dealers to participate.
Brokers or dealers will receive commissions or discounts from the Selling
Shareholders in amounts to be negotiated immediately prior to sale. Such brokers
or dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933 in connection
with such sales. In addition, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Prospectus.
Upon the Company being notified by a Selling Shareholder that any material
arrangement has been entered into with a broker-dealer for the sale of Shares
through a block trade, special offering, exchange distribution, or secondary
distribution or a purchase by a broker or dealer, a supplemented prospectus will
be filed, if required, pursuant to Rule 424(c) under the Act, disclosing (i) the
name of each such Selling Shareholder and of the participating broker-dealer,
(ii) the number of shares involved, (iii) the price at which such Shares were
sold, (iv) the commissions paid or discounts or concessions allowed to such
broker-dealer when applicable, (v) that such broker-dealer did not conduct any
investigation to verify the information set out or incorporated by reference in
this Prospectus and (vi) other facts material to the transaction.
The Selling Shareholders will be subject to anti-fraud and anti-market
manipulation rules under the Securities Exchange Act of 1934 in connection with
this offering. Rules 10b-2, 10b-6 and 10b-7, among others, effectively prohibit
the Selling Shareholders from purchasing the Company's common stock while the
Shares are being offered pursuant to this Prospectus.
The Company has agreed to indemnify the Selling Shareholders and underwriters
acting of their behalf against certain liabilities under the Act for material
misrepresentations or omissions contained in this Prospectus.
The laws of certain states may require that sales of the Shares offered be
conducted solely through brokers or dealers registered in those states.
DESCRIPTION OF SECURITIES
The Company has authorized 100,000,000, no par value, shares of common stock and
50,000,000, no par value, shares of preferred stock. Each holder of common stock
has one vote per share on all matters voted upon by the shareholders. The voting
rights are noncumulative so that shareholders holding more than 50% of the
outstanding shares on common stock are able to elect all members of the Board of
Directors. There are no preemptive rights or other rights of subscription.
Each share of common stock is entitled to participate equally in dividends as
and when declared by the Board of Directors of the Company out of funds legally
available, and is entitled to participate equally in the distribution of assets
in the event of liquidation. All shares, when issued and fully paid, are
nonassessable and are not subject to redemption or conversion and have no
conversion rights.
The 50,000,000 authorized shares of preferred stock are convertible to common
stock of the Company. Each share of preferred stock is convertible into 10
shares of common stock at a price of $.10 per share for two years from the date
of issue. If not converted into common shares within two years from the date of
issue the preferred share becomes a common share. There are no other
preferences. The two years will expire for some of the preferred shares in
November, 1996, please see #10 above.
There are no dividend rights to the preferred shares. Each preferred share has
one vote equal to a share of common stock.
There was a meeting of shareholders of the Company on November 7, 1995 where if
was resolved that the Company reverse split its common shares 1 for 10, which
was effective on December 11, 1995. All share numbers reflect this change. The
split did not have any effect on the preferred shares.
LEGAL MATTERS
Legal matters in connection with this offering of Common Shares will be passed
upon for the Company by Charles Clayton, Attorney at Law, Minneapolis,
Minnesota.
EXPERTS
The audited financial statements of the Company included in this prospectus have
been examined by the accounting firm of Gary A. LaPalme and M. A. Cabera &
Company, P.A., as set forth in its report appearing elsewhere herein, and are
included in reliance upon such report and upon the authority of such firms as
experts in accounting and auditing.
EXHIBIT INDEX
Exhibit numbers are in accordance with the Exhibit Table in Item 601 of
Regulation S-K.
Exhibit No. Description Sequential Page No.
4.1 Public Relations Agreement Ray Rasmussen
4.2 Public Relatins Agreement Toby Investment Group
5.1 Opinion Letter