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As Filed with the Securities and Exchange Commission on September 21, 2001
Registration No. 333 - _____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BLUE RHINO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 56-1870472
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
104 Cambridge Plaza Drive
Winston-Salem, North Carolina 27104
(336) 659-6900
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Billy D. Prim
Chairman, President and Chief Executive Officer
Blue Rhino Corporation
104 Cambridge Plaza Drive
Winston-Salem, North Carolina 27104
(336) 659-6900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
Copy to:
Peter A. Zorn, Esq.
Womble Carlyle Sandridge & Rice, PLLC
200 West Second Street
Winston-Salem, NC 27101
(336) 721-3634
Approximate date of commencement of proposed sale to the public: At such time or
times after the effective date of this Registration Statement as shares of the
Registrant's Series A Convertible Preferred Stock are converted into shares of
the Registrant's common stock upon the exercise of conversion rights and as the
selling stockholders shall determine.
If any of the securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration number of the earlier effective registration
statement for the same offering. [ ] ________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ] ________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
Calculation of Registration Fee
Proposed Proposed
maximum maximum
Title of each class offering aggregate Amount of
of securities to be Amount to be price offering registration
registered registered (3) per unit (1) price (1) fee
------------------- -------------- ------------ --------- -----------
Common Stock ...... 4,246,500 shares(2) $3.33 $14,140,845 $3,536
(1) Estimated solely for purposes of calculating the registration fee, based on
the average of the high and low prices for the Registrant's Common Stock as
reported on the Nasdaq National Market on September 17, 2001 in accordance with
Rule 457 under the Securities Act of 1933.
(2) Includes shares of common stock issuable upon conversion of 2,850,000
outstanding shares of Series A Convertible Preferred Stock, inclusive of shares
issuable to satisfy accrued dividends payable upon conversion of such shares of
Series A Convertible Preferred Stock in accordance with the Registrant's Second
Amended and Restated Certificate of Incorporation, as amended. Pursuant to Rule
416 under the Securities Act, the number of shares of common stock registered
hereby shall include an indeterminate number of shares of common stock that may
be issued in connection with a stock split, stock dividend, recapitalization or
similar event or upon adjustment of the conversion price of the Series A
Convertible Preferred Stock in accordance with the Registrant's Second Amended
and Restated Certificate of Incorporation, as amended.
(3) All of the shares of common stock offered hereby are being sold for the
accounts of selling stockholders. See "Selling Stockholders."
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to such Section 8(a),
may determine.
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SUBJECT TO COMPLETION, DATED ________ __, 2001
The information in this preliminary prospectus is not complete and may be
changed. These securities may not be sold until the registration statement filed
with the Securities and Exchange Commission is effective. This preliminary
prospectus is not an offer to sell nor does it seek an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.
4,246,500 Shares
[Blue Rhino Corporation Logo]
Common Stock
This prospectus is part of a registration statement that covers 4,246,500
shares of our common stock issuable upon the conversion of outstanding shares of
our Series A Convertible Preferred Stock (including shares of common stock
issuable in satisfaction of accrued dividends payable upon conversion of our
Series A Convertible Preferred Stock), which will be offered and sold from time
to time by certain of our stockholders. We will not receive any proceeds from
the sale of the shares of common stock. We will bear the costs relating to the
registration of the common shares, which we estimate will be approximately
$58,536.
The selling stockholders may offer their shares through public or private
transactions, on or off the Nasdaq National Market at prevailing market prices
or at privately negotiated prices. They may make sales directly to purchasers or
through brokers, agents, dealers or underwriters. The selling stockholders will
bear all commissions and other compensation paid to brokers in connection with
the sale of their shares.
The Common Stock is traded on the Nasdaq National Market under the symbol
"RINO." On September 17, 2001, the last reported sale price for the Common Stock
on the Nasdaq National Market was $3.20 per share.
Investing in the Common Stock involves certain risks. See "Risk Factors"
beginning on page 5.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
Prospectus dated _______________, 2001
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You should rely only on the information contained in this prospectus. We
have not authorized any other person to provide you with different information.
If anyone provides you with different or inconsistent information, you should
not rely on it. We are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus is accurate as of the date on the
front cover of this prospectus only, regardless of the time of delivery of this
prospectus or any sale of our common stock. Our business, financial condition,
results of operations and prospects may have changed since that date.
As used in this prospectus, the terms "we," "us," "Blue Rhino" and "the
Company" refer to Blue Rhino Corporation and its subsidiaries, CPD Associates,
Inc., QuickShip, Inc., Rhino Services, L.L.C., USA Leasing, L.L.C. and Uniflame
Corporation, except where it is made clear that any such term means only the
parent company. The Blue Rhino name and logo, the names RhinoTUFF(R),
Tri-Safe(R), Bison(R), Uniflame(R), UniGrill(R), DuraClay(R), GardenArt(R),
America's Choice For Grill Gas(R), Endless Summer(TM), Endless Summer
Comfort(TM), Grill Gas & Design(TM), Harmony(TM) and ShippingSpot(TM) are our
registered and pending trademarks. This prospectus may also include trademarks
of other companies. Our principal offices are located at 104 Cambridge Plaza
Drive, Winston-Salem, North Carolina 27104 and our telephone number is (336)
659-6900.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and periodic reports, proxy statements and other
information with the United States Securities and Exchange Commission (the
"SEC"). You may inspect these documents without charge at the principal office
of the SEC located at 450 Fifth Street, N.W., Washington, D.C. 20549, and the
Chicago Regional Office located at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and you may obtain copies of these documents from the SEC's
Public Reference Room at its principal office. Information regarding the
operation of the Public Reference Room may be obtained by calling
1-800-SEC-0330. The SEC maintains a web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the SEC. The address of the SEC's web site is
http://www.sec.gov. Our Internet address is http://www.bluerhino.com. You may
also review information about our company at the offices of Nasdaq, located at
1735 K Street, N.W., Washington, D.C. 20006.
We have filed a registration statement on Form S-3 with the SEC relating to
the offering of common stock pursuant to this prospectus. The registration
statement contains information not found in this prospectus. For further
information, you should refer to the registration statement, which you can
inspect and copy in the manner and at the sources described above. Any
statements we make in this prospectus, or that we incorporate by reference in
this prospectus, concerning the provisions of any document filed as an exhibit
to the registration statement or otherwise filed with the SEC are not
necessarily complete and, in each instance, reference is made to the copy of
such document so filed. Each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents that we have previously filed with the SEC or
documents that we will file with the SEC in the future. The information
incorporated by reference is considered to be part of this prospectus, and later
information that we file with the SEC will automatically update and supersede
this information. We incorporate by reference the documents listed below into
this prospectus, and any future filings made by us with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
until the termination of this offering. The documents we incorporate by
reference are:
o Our Annual Report on Form 10-K for the fiscal year ended July 31, [2001]
[to be updated]; and
o The description of our common stock contained in our registration statement
on Form 8-A under the Exchange Act as filed with the SEC on May 19, 1998.
You may request a copy of any of these filings, at no cost to you, by
writing or telephoning us at the following address and telephone number: Mark
Castaneda, Chief Financial Officer, Blue Rhino Corporation, 104 Cambridge Plaza
Drive, Winston-Salem, North Carolina 27104; telephone number (336) 659-6900.
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FORWARD-LOOKING STATEMENTS
This prospectus, particularly the section entitled "Risk Factors," contains
forward-looking statements. These statements relate to future events or our
future financial performance and involve known and unknown risks, uncertainties
and other factors that may cause our actual results, levels of activity,
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by these
forward-looking statements. These risks, uncertainties and other factors
include, among other things, those listed under "Risk Factors" and elsewhere in
this prospectus. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "expects," "intends," "plans,"
"anticipates," "believes," "estimates," "predicts," "potential," "continue," or
the negative of these terms or other comparable terminology. These statements
are only predictions. Actual events or results may differ materially. In
evaluating these statements, you should carefully consider the various risks,
uncertainties and other factors, including specifically those outlined under
"Risk Factors." Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. We are under no duty to update
any of the forward-looking statements after the date of this prospectus.
THE COMPANY
We are a leading national provider of gas grill cylinder exchange and other
branded products and services to retailers, with Blue Rhino cylinder displays at
more than 27,000 retail locations in 46 states and Puerto Rico. Cylinder
exchange provides consumers with a convenient means to exchange empty grill
cylinders for clean, safe, precision-filled cylinders. We offer our cylinder
exchange at many major home improvement centers, mass merchants, and hardware,
grocery and convenience stores including Home Depot, Lowe's, Wal*Mart,
Sears, Kmart, Kroger, Food Lion, Winn-Dixie, SuperAmerica, Circle K and
ExxonMobil.
We partner with retailers and independent distributors to provide consumers
with a nationally-branded alternative to traditional grill cylinder refill. We
dedicate our efforts and capital to brand development, value-added marketing,
customer service, cylinders, displays, account growth, distributor network
development and management information systems. Our 44 independent distributors
make the investments in the vehicles and other equipment necessary to operate
cylinder exchange businesses. To facilitate improved service by our distributors
in the Southeastern United States, we have invested in an automated propane
bottling and cylinder refurbishing plant in North Carolina.
We have strategically expanded our business to diversify our revenue
stream, balance our seasonality and establish more products that use our base
grill cylinder exchange service. By acquisition, we have expanded our offerings
to include an array of products including barbecue grills, patio heaters, a
proprietary overfill prevention device, fireplace accessories and garden
products that are sold primarily through home centers, mass merchants and hearth
stores throughout the United States, as well as an in-store retail shipping
service currently offered through major grocery retailers.
COMPANY BACKGROUND AND CONTACT INFORMATION
We were incorporated in North Carolina on March 24, 1994, and
reincorporated in Delaware on December 16, 1994. We have five wholly owned
subsidiaries, Rhino Services, L.L.C., a Delaware limited liability company, CPD
Associates, Inc., a North Carolina corporation; USA Leasing, L.L.C., a Delaware
limited liability company; Uniflame Corporation, a Delaware corporation; and
QuickShip, Inc., a Kansas corporation. Rhino Services offers centralized
purchasing services to our distributors; CPD Associates holds our intangible
assets; USA Leasing offers cylinder leasing service to our distributors;
Uniflame sells various products including patio heaters, barbecue grills, garden
art and fireplace accessories; and QuickShip offers retail shipping services.
Our principal executive offices are at 104 Cambridge Plaza Drive,
Winston-Salem, North Carolina 27104, and our telephone number is (336) 659-6900.
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THE OFFERING
Securities offered........ 4,246,500 shares of common stock issuable upon
conversion of outstanding shares of Series A
Convertible Preferred Stock (inclusive of shares
issuable to satisfy accrued dividends payable upon
conversion of such shares of Series A Convertible
Preferred Stock), which may be offered and sold from
time to time by certain of our stockholders.
Offering price............ All or part of the shares offered hereby may be sold
from time to time in amounts and on terms to be
determined by the selling stockholders at the time of
the sale.
Risk factors.............. See "Risk Factors" for a discussion of factors you
should carefully consider before deciding to acquire
the shares of common stock offered under this
prospectus.
Nasdaq symbol............. RINO
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RISK FACTORS
You should carefully consider the risks described below before making the
decision to acquire the shares of common stock offered hereunder. The risks and
uncertainties described below are not the only ones we face. Additional risks
and uncertainties not presently known to us or that we currently deem immaterial
may also significantly impair our business, financial condition and results of
operations.
If any of the following risks actually occurs, our business, financial
condition and results of future operations could be materially and adversely
affected. In such case, the trading price of our common stock could decline, and
you could lose all or part of your investment.
This prospectus also contains forward-looking statements that involve risks
and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including the risks faced by us described below, or described under "Risk
Factors" in our Annual Report on Form 10-K for the year ended July 31, [2001]
[to be updated] or in subsequent filings made by us with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
that are incorporated by reference in this prospectus.
Our revenues are concentrated with a limited number of retailers under
nonexclusive arrangements that they may terminate at will. If one or more of
these retailers were to materially reduce or terminate its business with us, our
business may suffer.
None of our significant retail accounts are contractually bound to offer
Blue Rhino cylinder exchange or Uniflame products. Therefore, retailers can
discontinue Blue Rhino cylinder exchange or sales of Uniflame product at any
time and offer a competitor's cylinder exchange or products or none at all.
Continued relations with a retailer depend upon various factors, including
customer service, consumer demand, competition and cost. In addition, certain of
our retailers have multiple vendor policies and may seek to offer a competitor's
cylinder exchange program or products competitive with Uniflame's products at
new or existing locations. If any significant retailer materially reduces,
terminates or is unwilling to expand its relationship with us, our business may
suffer.
Our retailer relationships depend heavily on our distributors' performance.
We rely exclusively on independent distributors to deliver our products to
retailers. Our success will depend on our ability to maintain existing
distributor relationships and on the distributors' ability to set up and
adequately service an expanding base of retail accounts. We exercise only
limited influence over the resources that our independent distributors devote to
cylinder exchange. We could suffer a loss of consumer or retailer goodwill if
our distributors do not adhere to our quality control and service guidelines or
fail to ensure an adequate and timely supply of cylinders at retail locations.
The poor performance of a single distributor to a national retailer could
jeopardize our entire relationship with that retailer and cause our business to
suffer.
If our distributors and management are unable to manage growth successfully, our
business may suffer.
The number of retail locations offering Blue Rhino cylinder exchange and
our corresponding sales have grown significantly over the past several years
along with the creation of our independent distributor network. For us to
continue to grow, our distributors must be able to adequately service an
increasing number of retail accounts. Certain distributors have experienced
service problems in the past, particularly during peak demand periods such as
holiday weekends. Our retailers impose demanding service requirements on us, and
our retail relationships will be jeopardized if our distributors fail to meet
these requirements. Our executive officers, who have only limited prior
experience managing a public company, must implement and improve operational and
financial systems and train and manage our employee base in order to manage our
expanding retailer and distributor relationships. If we fail to manage our
growth effectively, our business may suffer.
We depend on management information systems to manage all aspects of our
business effectively.
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We depend on our management information systems (MIS) to process orders,
manage inventory and accounts receivable collections, maintain distributor and
customer information, maintain cost-efficient operations and assist distributors
in delivering products on a timely basis. In addition, our staff of five MIS
professionals relies heavily on the support of Information Management System
Services (IMSS), a division of R. J. Reynolds Tobacco Company. Any disruption in
the operation of our MIS, the loss of employees knowledgeable about such
systems, the termination of our relationship with IMSS or our failure to
continue to effectively modify such systems as our business expands could
negatively affect our business.
If we are unable to protect our intellectual property, we may lose assets or
require costly litigation to protect our rights.
We consider our trademarks, particularly the Blue Rhino logo and name, and
the design of our product packaging to be valuable to our business and the
establishment of our national branded cylinder exchange program. We rely on a
combination of copyright and trademark laws and other arrangements to protect
our proprietary rights and could incur substantial expense to enforce our rights
under copyright or trademark laws. The requirement to change any of our
trademarks, service marks or trade name could entail significant expense, result
in the loss of any goodwill associated with that trademark, service mark or
trade name, and impact our ability to apply for copyrights and additional
trademarks in the future.
Our business is subject to seasonal and quarterly fluctuations.
Our quarterly operating results fluctuate significantly primarily because
consumers grill most frequently in the spring and summer, especially in colder
regions of the United States. As a result, we earn most of our cylinder exchange
revenue during our third and fourth fiscal quarters ending April 30 and July 31
and a significant percentage of our product revenue during our second fiscal
quarter ending January 31. Sustained periods of poor weather, particularly
during the spring and summer, may negatively impact our total revenues and gross
margin. Our timing and rate of establishing new retail locations and expenses
incurred in anticipation of increased sales also may cause quarterly
fluctuations in our results of operations. Accordingly, the results of
operations in any quarter will not necessarily be indicative of the results that
we may achieve for a full fiscal year or any future quarter.
Our products segment is reliant on suppliers based in China.
We rely on the products segment of our business, conducted through Uniflame
Corporation, a wholly owned subsidiary, for a significant percentage of our net
sales. Uniflame imports a significant percentage of its products from companies
based in China. As a result, Uniflame may be adversely affected by changes in
the prevailing political or economic climates in China. In addition, if China
were to lose its "most favored nation" trade status with the United States,
there would likely be an increase in duty for Uniflame's products, which may
cause our financial condition and results of operations to suffer.
Propane supplies and costs are unpredictable and propane price increases could
impact our profit margins.
Our distributors purchase propane from natural gas providers and oil
refineries that produce propane as a by-product of the refining process. The R-4
Technical Center, our jointly-owned automated propane bottling and cylinder
refurbishing plant in North Carolina, also purchases propane. The supply and
price of propane fluctuates depending upon underlying natural gas and oil prices
and the ability of suppliers to deliver propane. A substantial increase in
propane prices could lead to decreased profit margins for us or our distributors
and could impact our distributors' ability or desire to service our retail
accounts.
Propane is a volatile product and we face potential product liability.
Propane is a gas which, if exposed to flame or high pressure, may ignite or
explode, potentially causing significant property damage and bodily harm. In the
past, fires and other incidents have occurred at refurbishing and refilling
facilities operated by us and our distributors that resulted in bodily injuries
and substantial property damage. Because of the volatility of propane, accidents
may occur during the refurbishing, refilling, transport, storage, exchange, use
or disposal of cylinders and other Blue Rhino products. Because the Blue Rhino
name and logo are prominently displayed on all cylinders, cylinder displays and
other Blue Rhino products, such as patio heaters, we
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could be subjected to damage claims. In addition, we could be subject to
additional product liability for barbecue grills sold by Uniflame Corporation
and for the failure of an OPD valve, regardless of whether such valve was fitted
on a Blue Rhino cylinder.
We could also be subject to claims related to manufacturing defects or
workplace accidents at the R-4 Technical Center. If an accident happens, we
could incur substantial expense, receive adverse publicity and suffer a loss of
sales. A cylinder-related accident involving personal injury could result in
product liability actions against us or our distributors and could affect the
willingness of retailers to offer or consumers to use cylinder exchange. Adverse
publicity relating to any such incident could also affect our reputation and the
perceived benefits of cylinder exchange. Furthermore, we cannot be sure that
insurance will provide sufficient coverage in any particular case or that we or
our distributors will be able to continue to obtain insurance coverage at
acceptable levels and cost.
In August 2000, 4,700 Blue Rhino propane cylinders filled at the R-4
Technical Center were recalled after the cylinder valves were found to have
missing or damaged internal seals. We instructed our distributors to inventory
the cylinders at their plants and retail locations and to remove any cylinders
with the recalled valves. However, we cannot be sure that all the recalled
valves have been removed from circulation. We have not received any reports of
injuries, but the potential defects could cause propane leaks, which can pose
the risk of fire, explosion and burn injuries, and could lead to one or more of
the adverse consequences described above.
Propane is a heavily regulated product.
Federal, state and local authorities regulate the transportation, handling,
storage and sale of propane in order to protect consumers, employees, property
and the environment. The handling of propane in most regions of the United
States is governed by guidelines published by the National Fire Protection
Association in Pamphlets 54 and 58. These guidelines require that all cylinders
produced or recertified after September 30, 1998, and all grill cylinders
refilled after April 1, 2002 must be fitted with an overfill prevention device
valve. Failure of our distributors to comply with these regulations could
subject us to potential governmental action for violation of such regulations,
which could result in fines, penalties and/or injunctions.
Varying local permitting processes affect our retail locations.
Local ordinances, which vary from jurisdiction to jurisdiction, generally
require retailers to obtain permits to store and sell propane cylinders. These
ordinances influence retailers' acceptance of cylinder exchange, distribution
methods, cylinder packaging and storage. The ability and time required to obtain
permits varies by jurisdiction. Delays in obtaining permits have from time to
time significantly delayed the installation of new retail locations. Some
jurisdictions have refused to issue the necessary permits, which has prevented
some installations. Certain jurisdictions may also impose additional
restrictions on our ability to market and our distributors' ability to transport
cylinders or otherwise maintain our cylinder exchange program. Revisions to
these regulations or violations of current or future regulations by us or our
distributors may cause our business to suffer.
We depend on our suppliers.
To adequately service our retail accounts, our distributors need a
sufficient supply of cylinders and valves. There are only two major cylinder
suppliers and only six major valve suppliers in the U.S. market. The
implementation of National Fire Protection Association guidelines requiring the
introduction of valves with overfill prevention devices and growth in propane
grill sales and use could increase demand for cylinders and valves. If the
distributors were unable to obtain sufficient quantities of cylinders or valves,
delays or reductions in cylinder availability could occur, which may cause our
business to suffer.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of common
stock by the selling stockholders.
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SELLING STOCKHOLDERS
The shares offered hereby are issuable upon the conversion of 2,850,000
shares of our outstanding Series A Convertible Preferred Stock (inclusive of
shares issuable in satisfaction of accrued dividends upon conversion of the
shares of Series A Convertible Preferred Stock). The initial holders of shares
of the Series A Convertible Preferred Stock acquired them in connection with our
offering of Series A Convertible Preferred Stock on September 7, 2000 or in
connection with our acquisition on October 26, 2000 of QuickShip, Inc. Pursuant
to our Second Amended and Restated Certificate of Incorporation, as amended, the
Series A Convertible Preferred Stock initially became convertible into shares of
common stock on September 7, 2001.
The initial holders, or their pledgees, donees, distributees, transferees
or other successors in interest (including, for example, partners in a
partnership receiving a distribution of the shares), who are collectively
referred to in this prospectus as selling stockholders, may from time to time
offer and sell any and all of the shares of common stock offered under this
prospectus.
The following table sets forth, for each selling stockholder, the amount of
Blue Rhino common stock issuable upon the conversion of the Series A Convertible
Preferred Stock, the number of shares of common stock offered hereby and the
number of shares of common stock to be held and the percentage of outstanding
common stock to be beneficially owned after completion of this offering
(assuming the sale of all shares offered under this prospectus). Other than as
described in the footnotes to the table, none of the selling stockholders has
had any position, office or other relationship material to Blue Rhino with Blue
Rhino or any of its affiliates within the past three years.
Percentage
Shares to be Beneficial
Shares Shares Beneficially Owned Ownership after
Beneficially Offered after Completion of Completion of this
Name Owned (1)(3) Hereby (3) this Offering (1)(3) Offering (2)(3)
---- ------------ ---------- -------------------- ------------------
Camden Partners Strategic
Fund II-A, L.P. (4) 1,373,520 1,373,520 0 0
Camden Partners Strategic
Fund II-B, L.P. (5) 81,480 81,480 0 0
Strategic Associates, L.P. (6) 45,000 45,000 0 0
Billy D. Prim (7) 1,455,625 8,333 1,447,292 15.28%
Andrew J. Filipowski (8) 1,966,282 41,667 1,924,615 20.49%
Richard Kiphart (9) 166,667 166,667 0 0
Thomas E. Brandtonies (10) 233,333 133,333 100,000 *
Gold Merchant Banc, Inc. (11) 1,000,000 1,000,000 0 0
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*less than one percent
(1) Beneficial ownership is determined in accordance with the rules of the SEC.
In computing the number of shares beneficially owned by a person and the
percentage ownership of that person, shares of common stock subject to
options, warrants or convertible securities held by that person that are
currently convertible or exercisable or convertible or exercisable within
60 days of the date hereof are deemed outstanding. Except as indicated in
the footnotes to this table and as provided pursuant to applicable
community property laws, each stockholder named in the table has sole
voting and investment power with respect to the shares set forth opposite
the stockholder's name.
(2) Based on 9,279,152 shares outstanding as of September 21, 2001.
(3) In addition to registering the resale of the shares of common stock
reflected in the table above, the registration statement of which this
prospectus is a part registers the resale of shares of common stock
issuable upon conversion of 2,850,000 outstanding shares of Series A
Convertible Preferred Stock in satisfaction of accrued dividends. The
holders of outstanding shares of Series A Convertible Preferred Stock are
entitled to receive, when, as and if declared by Blue Rhino's Board of
Directors, cumulative dividends at the annual rate per share (and no more)
of: (i) 5% of the conversion price for the Series A Convertible Preferred
Stock (currently $6.00)
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as of September 7, 2000 or the most recent anniversary of September 7, 2000
for the period beginning on September 7, 2000 and ending on September 7,
2003; (ii) 12% of the conversion price as of the September 7, 2003 for the
period beginning immediately following September 7, 2003 and ending on
September 7, 2004; and (iii) 15% of the conversion price as of the most
recent anniversary of September 7, 2000 for all periods after September 7,
2004; in each case subject to (a) equitable adjustment for stock splits,
stock dividends, reverse stock splits and other similar corporate
reorganizations or reclassifications that result in any change in the
number of outstanding shares of Series A Convertible Preferred Stock and
(b) increase to 15% of the conversion price as of the most recent
anniversary of September 7, 2000 during any period in which Blue Rhino is
not fulfilling certain registration obligations as provided in its
Registration Rights Agreement dated September 7, 2000, as amended and
restated. The Series A Dividend is payable or accruable quarterly in
arrears on the 20th day of December, March, June and September of each
year. The accrued dividend may be paid in cash or shares of common stock,
at the option of Blue Rhino, at any time prior to conversion of the Series
A Convertible Preferred Stock and must be paid in cash or shares of common
stock, at the option of Blue Rhino, at conversion. If Blue Rhino elects to
pay the accrued dividend in shares of common stock, as long as the common
stock is then traded on the Nasdaq National Market (or a national
securities exchange), the shares of common stock will be valued based on
the average of the closing prices of the common stock over the thirty
trading days ending three (3) business days prior to the date on which the
Blue Rhino Board of Directors authorizes the issuance of the shares.
(4) Includes 1,373,520 shares of common stock issuable upon the conversion of
1,373,520 shares of Series A Convertible Preferred Stock. David L. Warnock,
a director of Blue Rhino, is a Managing Member of Camden Partners Strategic
II, LLC (formerly known as Cahill, Warnock Strategic Partners II, LLC), the
General Partner of Camden Partners Strategic Fund II-A, L.P. (formerly
known as Cahill, Warnock Strategic Partners Fund II A, L.P.)
(5) Includes 81,480 shares of common stock issuable upon the conversion of
81,480 shares of Series A Convertible Preferred Stock. David L. Warnock, a
director of Blue Rhino, is a Managing Member of Camden Partners Strategic
II, LLC (formerly known as Cahill, Warnock Strategic Partners II, LLC), the
General Partner of Camden Partners Strategic Fund II-B, L.P. (formerly
known as Cahill, Warnock Strategic Partners Fund II B, L.P.)
(6) Includes 45,000 shares of common stock issuable upon the conversion of
45,000 shares of Series A Convertible Preferred Stock. David L. Warnock, a
director of Blue Rhino, is a General Partner of Cahill, Warnock Strategic
Partners, L.P., the General Partner of Strategic Associates, L.P.
(7) Includes 8,333 shares of common stock issuable upon the conversion of 8,333
shares of Series A Convertible Preferred Stock, 1,030,076 shares of common
stock held by Mr. Prim, 47,457 shares of common stock issuable upon the
exercise of a warrant issued in September 1999, 144,181 shares of common
stock issuable upon the exercise of vested options held by Mr. Prim,
216,127 shares of common stock owned by American Oil and Gas of which Mr.
Prim owns 56% of the issued and outstanding shares and has voting and
investment control, 7,561 shares of common stock beneficially owned by
Debbie W. Prim and 1,890 shares of common stock beneficially owned by
Debbie W. Prim as trustee on behalf of Anthony G. Westmoreland. Mr. Prim
has been Chief Executive Officer of Blue Rhino since incorporation and
President since January 1996.
(8) Includes 41,667 shares of common stock issuable upon the conversion of
41,667 shares of Series A Convertible Preferred Stock, 1,209,659 shares of
common stock owned by Mr. Filipowski, 28,239 shares issuable upon the
exercise of vested options held by Mr. Filipowski, 84,003 shares issuable
upon the exercise of vested warrants held by Mr. Filipowski, 38,000 held by
A.G.F. 1999 Declaration of Trust of which Mr. Filipowski serves as the
trustee, 216,127 shares of common stock owned by American Oil and Gas, of
which Mr. Filipowski owns 44% of the issued and outstanding shares, 333,466
shares of common stock owned by Platinum Venture Partners I, L.P., the
general partner of which is divine interVentures, Inc. (formerly Platinum
Venture Partners, Inc.), of which Mr. Filipowski owns 22.5% of the shares
and serves as a director, 1,890 shares of common stock beneficially owned
by Jennifer R. Filipowski, 1,890 shares of common stock beneficially owned
by Mr. Filipowski as trustee on behalf of the Andrew E. Filipowski Trust,
1,890 shares of common stock beneficially owned by Veronica Filipowski as
trustee on behalf of the Alexandra Filipowski Trust, 1,890 shares of common
stock beneficially owned by Veronica Filipowski as trustee on behalf of the
James Meadows Trust and 7,561
8
11
shares of common stock beneficially owned by Veronica Filipowski. Mr.
Filipowski has been Vice Chairman of Blue Rhino since May 1994.
(9) Includes 166,667 shares of common stock issuable upon the conversion of
166,667 shares of Series A Convertible Preferred Stock.
(10) Includes 133,333 shares of common stock issuable upon the conversion of
133,333 shares of Series A Convertible Preferred Stock and 100,000 shares
of common stock issuable upon exercise of a warrant.
(11) Includes 1,000,000 shares issuable upon the exercise of 1,000,000 shares of
Series A Convertible Preferred Stock.
PLAN OF DISTRIBUTION
The shares offered hereunder will be issued from time to time by the
Company to holders of shares of our Series A Convertible Preferred Stock upon
conversion of such shares. Each share of Series A Convertible Preferred Stock is
convertible into one share of common stock, subject to adjustment for
subdivisions, combinations, stock dividends, reclassifications and other similar
transactions and certain stock issuances below the then-existing conversion
price, plus a number of shares of common stock, valued as provided in our Second
Amended and Restated Certificate of Incorporation, as amended, sufficient to
satisfy the accrued dividends on such share of Series A Convertible Preferred
Stock, unless we elect to satisfy such accrued dividends in cash.
The selling stockholders (or, subject to applicable law, their pledgees,
donees, distributees, transferees or other successors in interest) may then sell
the shares from time to time in public transactions, on or off the Nasdaq
National Market, or private transactions, at prevailing market prices or at
privately negotiated prices, including but not limited to, one or any
combination of the following types of transactions:
o ordinary brokers' transactions;
o transactions involving cross or block trades or otherwise on the
Nasdaq National Market;
o purchases by brokers, dealers or underwriters as principal and resale
by such purchasers for their own accounts pursuant to this prospectus;
o "at the market" to or through market makers or into an existing market
for the common stock;
o in other ways not involving market makers or established trading
markets, including direct sales to purchasers or sales effected
through agents;
o through transactions in options, swaps or other derivatives (whether
exchange-listed or otherwise);
o in privately negotiated transactions; or
o to cover short sales.
From time to time, a selling stockholder may transfer, pledge, donate or
assign its shares of common stock to lenders or others (including, for example,
partners in a partnership), and each of such persons will be deemed to be a
"selling stockholder" for purposes of this prospectus. The number of shares of
common stock beneficially owned by the selling stockholder will decrease as and
when it takes such actions. The plan of distribution for the selling
stockholders' shares of common stock sold under this prospectus will otherwise
remain unchanged, except that the transferees, pledgees, donees or other
successors will be selling stockholders hereunder. Upon being notified by a
selling stockholder that a donee, pledgee, transferee or assignee intends to
sell a material number of shares, we will file a supplement to this prospectus.
9
12
In effecting sales, brokers or dealers engaged by the selling stockholders
may arrange for other brokers or dealers to participate in the resales. The
selling stockholders may enter into hedging transactions with broker-dealers,
and in connection with those transactions, broker-dealers may engage in short
sales of the shares. The selling stockholders also may sell shares short and
deliver the shares to close out such short positions. The selling stockholders
also may enter into option or other transactions with broker-dealers that
require the delivery to the broker-dealer of the shares, which the broker-dealer
may resell pursuant to this prospectus. The selling stockholders also may pledge
the shares to a broker-dealer or financial institution, and upon a default, the
broker-dealer or financial institution may effect sales of the pledged shares
pursuant to this prospectus.
Brokers, dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling stockholders in amounts to be
negotiated in connection with the sale. The selling stockholders and any
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales and any such
commission, discount or concession may be deemed to be underwriting
compensation.
Information as to whether underwriters who the selling stockholders may
select, or any other broker-dealer, is acting as principal or agent for the
selling stockholders, the compensation to be received by underwriters that the
selling stockholders may select or by any broker-dealer acting as principal or
agent for the selling stockholders, and the compensation to be paid to other
broker-dealers, in the event the compensation of such other broker-dealers is in
excess of usual and customary commissions, will, to the extent any such
information exists or is required, be set forth in a supplement to this
prospectus. Any dealer or broker participating in any distribution of the shares
may be required to deliver a copy of this prospectus, including a prospectus
supplement, if any, to any person who purchases any of the shares from or
through such dealer or broker.
We have advised the selling stockholders that during such time as they may
be engaged in a distribution of the shares they are required to comply with
Regulation M promulgated under the Exchange Act. With certain exceptions,
Regulation M precludes any selling stockholder, any affiliated purchasers and
any broker-dealer or other person who participates in a distribution from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase any security that is the subject of the distribution until the entire
distribution is complete. Regulation M also prohibits any bids or purchases made
in order to stabilize the price of a security in connection with the
distribution of that security. All of the foregoing may affect the marketability
of the common stock. No professional underwriter in its capacity as such will be
acting for the selling stockholders.
The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.
We will pay the costs relating to this registration of shares of common
stock, which we estimate will be approximately $58,536.
LEGAL MATTERS
The validity of the common stock being offered hereby has been passed upon
for us by Womble Carlyle Sandridge & Rice, PLLC, Winston-Salem, North Carolina.
As of the date of this prospectus, certain members of Womble Carlyle Sandridge &
Rice, PLLC owned an aggregate of approximately 1,000 shares of our common stock.
EXPERTS
The consolidated financial statements of Blue Rhino Corporation
appearing in Blue Rhino Corporation's Form 10-K for the year ended July 31,
[2001] [to be updated], have been audited by ____________, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.
10
13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Registrant in connection
with the sale of the common stock being registered hereby. All amounts are
estimates except the SEC registration fee.
Amount to Be Paid by
Registrant
----------
SEC registration fee........................................... $ 3,536
Legal fees and expenses........................................ 20,000
Accounting fees and expenses................................... 20,000
Printing and engraving expenses............... ................ 15,000
Miscellaneous.................................................. _____
Total.......................................................... $58,536
The Registrant intends to pay all expenses of registration, issuance and
distribution.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL") authorizes
indemnification of directors, officers, employees and agents of the Registrant;
allows the advancement of costs of defending against litigation; and permits
companies incorporated in Delaware to purchase insurance on behalf of directors,
officers, employees and agents against liabilities whether or not in the
circumstances such companies would have the power to indemnify against such
liabilities under the provisions of the statute. The Registrant's Second Amended
and Restated Certificate of Incorporation, as amended ("Charter"), provides that
the Registrant will indemnify its directors and officers to the fullest extent
permitted by law.
Under the provisions of the Charter, any director or officer who, in his or
her capacity as such, is made or threatened to be made a party to any suit or
proceeding shall be indemnified if the Board of Directors determines such
director or officer acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Registrant or,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. The Registrant will not however
indemnify any director or officer where such director or officer: (a) breaches
his or her duty of loyalty to the Registrant or its stockholders; (b) fails to
act in good faith or engages in intentional misconduct or knowing violation of
law; (c) authorizes payment of an unlawful dividend or stock repurchase or
redemption; or (d) obtains an improper personal benefit. While liability for
monetary damages has been eliminated, equitable remedies such as injunctive
relief or rescission remain available. In addition, a director is not relieved
of his or her responsibilities under any other law, including the federal
securities laws.
Indemnification under the Charter and the Registrant's Amended and Restated
Bylaws ("By-laws") includes payment by the Registrant of expenses in defending
an action, suit or proceeding in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by the indemnified
party to repay such advance if it is ultimately determined that such person is
not entitled to indemnification under the Charter, which undertaking may be
accepted without reference to the financial ability of such person that makes
such repayments. The Registrant is not responsible for the indemnification of
any person seeking indemnification in connection with a proceeding initiated by
such person unless the initiation was approved by the Board of Directors of the
Registrant. The Charter and the DGCL further provide that such indemnification
is not exclusive of any other rights to which such individuals may be entitled
under the Charter, the Bylaws, any agreement, any vote of stockholders or
disinterested directors, or otherwise. The Registrant carries directors' and
officers' insurance covering its executive officers and directors.
14
ITEM 16. EXHIBITS
Exhibit Number Description of Exhibit
-------------- ----------------------
4.1 Form of Certificate of Common Stock of the Company
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-1 dated May 18, 1998)
4.2 Registration Rights Agreement among the Company and the
purchasers of Common Stock and Warrants dated September 7,
1999 (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K dated September 23,
1999)
4.3 Registration Rights Agreement among the Company and the
Buyers of its Convertible Notes dated September 20, 1999
(incorporated by reference to Exhibit 4.2 to the Company's
Current Report on Form 8-K dated September 23, 1999)
4.4 Amended and Restated Registration Rights Agreement, dated
as of March 1, 1997, among the Company, Forsythe/Lunn
Technology Partners, L.L.C., Platinum Propane Holding,
L.L.C., the Purchasers of Units pursuant to the Unit
Purchase Agreement dated October 11, 1995 and the
Purchasers of the Company's Series A Convertible
Participating Preferred Stock (incorporated by reference to
Exhibit 10.15 to the Company's Registration Statement on
Form S-1 dated May 18, 1998)
4.5 Amendment to Amended and Restated Registration Rights
Agreement among the Company and certain holders of its
common stock dated September 7, 1999 (incorporated by
reference to Exhibit 4.3 to the Company's Current Report on
Form 8-K dated September 23, 1999)
4.6 Form of Warrant to Purchase Common Stock of the Company
issued to purchasers of the Company's Common Stock in its
private offering dated September 7, 1999 (incorporated by
reference to Exhibit 4.4 to the Company's Current Report on
Form 8-K dated September 23, 1999)
4.7 Form of Warrant to Purchase Common Stock of the Company
issued to purchasers of the Company's Convertible Notes on
September 20, 1999 (incorporated by reference to Exhibit
4.5 to the Company's Current Report on Form 8-K dated
September 23, 1999)
4.8 Form of Warrant issued to Michael A. Waters dated
September 17, 1999 (incorporated by reference to
Exhibit 4.6 to the Company's Current Report on Form 8-K
dated September 23, 1999)
4.9 Registration Rights Agreement among the Company and the
shareholders and certain employees of Uniflame, Inc. dated
March 31, 2000 (incorporated by reference to Exhibit 4.1 to
the Company's Current Report on Form 8-K dated April 18,
2000)
4.10 Form of Certificate of Series A Convertible Preferred Stock
of the Company (incorporated by reference to Exhibit 4.1(b)
to the Company's Annual report on Form 10-K for the year
ended July 31, 2000)
4.11 Certificate of Designation, Rights and Preferences of
Series A Convertible Preferred Stock dated September 7,
2000 (incorporated by reference to Exhibit 4.10 to the
Company's Registration Statement on Form S-3 dated
September 25, 2000)
4.12 Certificate of Designation, Number of Authorized Shares of
Series A Convertible Preferred Stock dated October 25, 2000
(incorporated by reference to Exhibit 4.11 to the Company's
Annual Report on Form 10-K for the year ended July 31,
2000)
15
4.13 Amended and Restated Registration Rights Agreement among
the Company, certain Investors and the former stockholders
of QuickShip, Inc. dated October 25, 2000 (incorporated by
reference to Exhibit 4.12 to the Company's Annual Report on
Form 10-K for the year ended July 31, 2000)
4.14 Form of Warrant issued to Thomas E. Brandtonies dated
October 26, 2000 (incorporated by reference to Exhibit 4.1
of the Company's Current Report on Form 8-K dated
November 13, 2000)
5 Opinion of Womble Carlyle Sandridge & Rice, PLLC
23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC (included
in Exhibit 5)
23.2 Consent of ________________*
24 Power of Attorney (included on signature page)
-------------
*to be filed by amendment
ITEM 17. 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
(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 thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; provided, however, that notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 of Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment 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.
(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.
16
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above, 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 the
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 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 whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
17
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 on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winston-Salem, State of North Carolina, on
September 21, 2001.
Blue Rhino Corporation
By: /s/ Billy D. Prim
------------------------------------
Billy D. Prim
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Billy D. Prim and Mark Castaneda, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution, for and in the name, place and stead of the undersigned, in
any and all capabilities, to sign any and all amendments (including
post-effective amendments, exhibits thereto and other documents in connection
therewith) to this Registration Statement and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) of the Securities Act
of 1933, as amended, which relates to this Registration Statement, and to file
the same, with all exhibits thereto and all documents in connection therewith,
with the Securities and Exchange Commission, and hereby grants to such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on September 21, 2001.
/s/ Billy D. Prim Chairman of the Board, President and Chief
------------------------------- Executive Officer (Principal Executive Officer)
Billy D. Prim
/s/ Mark Castaneda Secretary, Chief Financial Officer and Director
------------------------------- (Principal Financial and Accounting Officer)
Mark Castaneda
/s/ Andrew J. Filipowski Vice Chairman of the Board
-------------------------------
Andrew J. Filipowski
/s/ Richard A. Brenner Director
-------------------------------
Richard A. Brenner
/s/ Craig J. Duchossois Director
-------------------------------
Craig J. Duchossois
/s/ Steven D. Devick Director
-------------------------------
Steven D. Devick
/s/ Robert J. Lunn Director
-------------------------------
Robert J. Lunn
/s/ John H. Muehlstein Director
-------------------------------
John H. Muehlstein
/s/ David L. Warnock Director
-------------------------------
David L. Warnock