As filed with the Securities and Exchange Commission on
^ <March 13>, 1997
SEC Registration No. 33-90604
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. ^ <3>
TO
FORM S-2 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
DELTA-OMEGA TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Colorado 2842 84-1100774
(State or Other Juris- (Primary Standard (IRS Employer
diction of Incorporation) Industrial Classi- Identification
fication Code Number) Number)
119 Ida Road
Broussard, Louisiana 70518
(318) 837-3011
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
James V. Janes III, President
119 Ida Road
Broussard, Louisiana 70518
(318) 837-3011
(Name, Address and Telephone Number of Agent for Service)
Copies to:
Roger V. Davidson, Esq.
Cohen Brame & Smith Professional Corporation
1700 Lincoln Street, Suite 1800
Denver, Colorado 80203
(303) 837-8800
Fax (303) 894-0475
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this
Registration Statement.
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, check the following box: [X]
If the registrant elects to deliver its latest annual report to
security holders, or a complete and legible facsimile thereof,
pursuant to Item 11(a)(1) of this Form, check the following box:
[X]
Title of each Class of Common Stock, $0.001 par value (2)
Securities being Registered
Amount being 1,610,000 Shs.
Registered
Proposed $1.25
Maximum Offering
Price Per Share(1)
Proposed Maximum $2,012,500
Aggregate Offering
Price
Amount of $ 693.97
Registration Fee
Title of each Class of Common Stock, $0.001 par value (3)
Securities being Registered
Amount being 1,062,917 Shs.
Registered
Proposed $1.50
Maximum Offering
Price Per Share(1)
Proposed Maximum $1,594,376
Aggregate Offering
Price
Amount of $ 549.78
Registration Fee
Title of each Class of Common Stock, $0.001 par value (4)
Securities being Registered
Amount being 200,000 Shs.
Registered
Proposed $1.00
Maximum Offering
Price Per Share(1)
Proposed Maximum $200,000
Aggregate Offering
Price
Amount of $ 68.97
Registration Fee
Title of each Class of Common Stock, $0.001 par value (5)
Securities being Registered
Amount being 150,000 Shs.
Registered
Proposed $1.00
Maximum Offering
Price Per Share(1)
Proposed Maximum $150,000
Aggregate Offering
Price
Amount of $ 51.72
Registration Fee
TOTAL . . . . . .
Proposed Maximum $3,956,876
Aggregate Offering
Price
Amount of $ 1,364.44 (6)
Registration Fee
(1) Estimated solely for the purpose of determining the
registration fee and calculated pursuant to Rule 457(a).
(2) Issuable upon conversion of the Series B Convertible
Exchangeable Preferred Shares.
(3) Issuable upon exercise of the Class E Warrants.
(4) Issuable upon exercise of the outstanding Placement Agent
Warrants.
(5) Issuable upon exercise of the Options owned by Fernand Baer.
(6) This Post-Effective Amendment No. ^<3> results in a decrease
in the Amount of Registration Fee from that set forth in the
original Form S-2 Registration Statement since there has
been a reduction in the number of outstanding Series B
Convertible Exchangeable Preferred Shares, and thus a
reduction in the number of shares of Common Stock issuable
upon conversion of the Series B Convertible Exchangeable
Preferred Shares, from that set forth in the original Form
S-2 Registration Statement. A registration fee of $1,532.54
was paid upon the filing of the original Form S-2
Registration Statement; accordingly, no additional
registration fee is due upon the filing of this
Post-Effective Amendment No. ^ <3>.
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 said Section 8(a), may
determine.
^
PROSPECTUS
Common Stock
DELTA-OMEGA TECHNOLOGIES, INC.
3,022,917 Shares offered by Selling Shareholders
Certain Selling Shareholders are offering, pursuant to this
Prospectus, up to 3,022,917 shares of Delta-Omega Technologies,
Inc.'s ("Delta-Omega" or the "Company") $.001 par value common
stock (the "Selling Shareholder Shares"), which shares, though
they are being offered by the holders of such Selling Shareholder
Shares, are being registered by the Company on behalf of certain
of its shareholders (the "Selling Shareholders"). Upon the sale
of the Selling Shareholder Shares, the Company will not receive
any of the proceeds from the Selling Shareholder Shares. The
Selling Shareholder Shares consist of the following:
(1) 1,610,000 shares of common stock underlying conversion
rights associated with currently outstanding Series B
Preferred Stock;
(2) 1,262,917 shares of common stock underlying currently
outstanding warrants; and
(3) 150,000 shares underlying an outstanding option. (See
"DESCRIPTION OF SECURITIES.")
The registration statement, of which this Prospectus is a
part, is serving to meet an undertaking made by the Company to
register the resale of the common shares underlying the
conversion rights of the Series B Preferred Stock sold in a
private placement during 1994 and certain other registration
rights.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE 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.
THERE ARE CERTAIN RISKS INVOLVED WITH THE OWNERSHIP OF
THIS
COMPANY'S SECURITIES INCLUDING RISKS RELATED TO ITS BUSINESS
AND
MARKET FOR ITS SECURITIES. FOR INFORMATION REGARDING CERTAIN
RISKS RELATING TO THE COMPANY, SEE "RISK FACTORS."
The Company has been advised by the Selling Shareholders
that they or their successors may sell all or a portion of the
$.001 par value common stock offered hereby from time to time in
the over-the-counter market, if such a market exists, in
privately negotiated transactions, or otherwise, including sales
through or directly to a broker or brokers. Sales will be at
prices and terms then prevailing, if any, or at prices related to
the then current market prices or at negotiated prices. In
connection with any sales, any broker or dealer participating in
such sales may be deemed to be an underwriter within the meaning
of the Securities Act of 1933. (See "PLAN OF DISTRIBUTION.")
The Company will receive no part of the proceeds of such
sales, but will receive funds upon the exercise of the Warrants.
All expenses incurred in connection with this offering, which
expenses are not expected to exceed $12,000, are being borne by
the Company.
The Common Stock of Delta-Omega Technologies, Inc. is traded
"over-the-counter" on the "Bulletin Board" (Symbol: DOTK). On
January 10, 1997, the last sale price of the Company's common
stock was $.63.
The date of this Prospectus is March 31, 1995 as amended
July 10, 1996 and ^ <March __>, 1997.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company
under the Securities Exchange Act of 1934 with the Securities and
Exchange Commission (the "Commission") are incorporated herein by
reference.
(1) The Company's Annual Report on Form 10-KSB
for the fiscal year ended August 31, 1996;
and
(2) The Company's Quarterly Reports on Form 10-
QSB for the fiscal quarters ended
November 30, 1996.
Any statement made in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that such statement is replaced
or modified by a statement contained in a subsequently dated
document incorporated by reference or contained in this
Prospectus.
The Company hereby undertakes to provide without charge to
each person to whom a copy of this Prospectus has been delivered,
on the written or oral request of such person, a copy of any or
all of the documents referred to above which have been or may be
incorporated in this Prospectus by reference, other than exhibits
to such documents. Written or oral requests for such copies
should be directed to Marian A. Bourque, Chief Accounting
Officer, Delta-Omega Technologies, Inc., 119 Ida Road, Broussard,
Louisiana 70518; telephone (318) 837-3011.
AVAILABLE INFORMATION
The Company is subject to the informational reporting
requirements of the Securities Act of 1933 (the "Act") and in
accordance therewith files reports, proxy statements and other
information with the Commission. These reports, proxy statements
and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, DC 20549, and the Commission's Regional
Offices at The Chicago Regional Office, Northwest Atrium Center,
500 West Madison Street, Suite 1400, Chicago IL 60661-2511, and
the New York Regional Office, 7 World Trade Center, 12th Floor,
New York, NY 10048. Copies of such materials can also be
obtained from the Public Reference Section of the Commission at
Judicial Plaza, 450 Fifth Street, N.W., Washington, DC 20549, at
prescribed rates.
The Company has filed with the Commission in Washington, DC,
a Registration Statement under the Act, with respect to the
securities offered hereby. This Prospectus does not contain all
of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules
and regulations of the Commission. For further information with
respect to the Company and the securities offered hereby,
reference is made to the Registration Statement, including the
exhibits and financial statements filed therewith or incorporated
therein by reference. Statements contained in this Prospectus as
to the contents of any contract or other document are not
necessarily complete, and in each instance, reference is made to
the copy of such contract or other document filed as an exhibit
to the Registration Statement or incorporated herein by
reference, each statement being qualified in its entirety by such
reference. The Registration Statement, including the exhibits
thereto, may be inspected without charge at the Commission's
principal office in Washington, DC, and copies of any and all
parts thereof may be obtained from such office after payment of
the fees prescribed by the Commission.
ANNUAL AND QUARTERLY REPORTS
This Prospectus is accompanied by a copy of the Company's
Annual Report on Form 10-KSB for the fiscal year ended August 31,
1996, and the Company's Quarterly Reports on Form 10-QSB for the
fiscal quarter ended November 30, 1996 as filed with the
Securities and Exchange Commission.
INDEMNIFICATION
Article X of the Registrant's Articles of Incorporation
provides that the corporation may indemnify each current and
former director, officer, and any employee or agent of the
corporation, his heirs, executors, and administrators, against
expenses reasonably incurred or any amounts paid by him in
connection with any action, suit, or proceeding to which he may
be made a party by reason of his being or having been a director,
officer, employee or agent of the corporation in the same manner
as is provided by the laws of the State of Colorado.
Additionally, to the fullest extent permitted by statute, the
Company has limited the liability of directors from actions filed
by shareholders and other third parties.
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
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the
more detailed information and financial statements (including
notes thereto) incorporated by reference in this Prospectus.
This Prospectus and the 10KSB for the year ended August 31,
1996 incorporated by reference herein include certain statements
that may be deemed to be "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended
(the "Securities Act"), and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). All
statements, other than statements of historical facts, included
in this Prospectus that addresses activities, events or
developments that the Company expects, believes or anticipates
will or may occur in the future, including such matters as future
capital, ^ repayment of debt, business strategies, expansion and
growth of the Company's operations and other such matters are
forward-looking statements. These statements are based on
certain assumptions and analyses made by the Company in light of
its experience and perception of historical trends, current
conditions, expected future developments and other factors it
believes are appropriate in the circumstances. Such statements
are subject to a number of assumptions, risks and uncertainties,
including the risk factors discussed below, general economic and
business conditions, the business opportunities (or lack thereof)
that may be presented to and pursued by the Company, changes in
law or regulations and other factors, many of which are beyond
the control of the Company. Prospective investors are cautioned
that any such statements are not guarantees of future performance
and that actual results or developments may differ materially
from those projected in the forward-looking statements.
The Company
Delta-Omega Technologies, Inc. was organized under the laws
of the State of Colorado on December 22, 1988 as Barclay's West,
Inc. In November 1989, the Company acquired, via a Share
Exchange Agreement, all of the outstanding securities of Delta-
Omega Technologies, Ltd. On December 22, 1989, the Company
changed its name from Barclay's West, Inc. to Delta-Omega
Technologies, Inc. to reflect the acquisition.
The Company is engaged in the development, manufacture and
marketing of environmentally safe specialty chemicals for use in
a variety of industrial and military applications. These
products are deemed to be environmentally safe because they are
water-based, non-toxic and biodegradable. These products replace
hazardous, flammable, toxic and ozone depleting chemicals in a
broad range of cleaning and emergency response applications. The
Company has also developed a product to remediate hydrocarbon
contamination from soil and water. The Company is developing
proprietary products that address large markets where there is
limited environmentally safe competition, or little or no
existing products that provide effective performance.
Prior to fiscal 1993, Delta-Omega was a development stage
enterprise whose main objective was to conduct research and
development. By that time, the Company had completed a majority
of the research, development and testing of its products. In
September 1992, the Company assumed an operating status, began
operations in September 1993 and in January 1994 began to build
its core staff of marketing, sales, financial and administrative
personnel.
The Company's offices are located at 119 Ida Road,
Broussard, Louisiana 70518; its telephone number is
(318) 837-3011.
The Offering
Securities Offered by
Selling Shareholders . . . . . . . . 3,022,917 (1)
Terms of Class E
Warrants . . . . . .. . . . . . . . Exercisable for $1.50 per
share until June 15, 1997
with rights of
oversubscription
Terms of Placement
Agent Warrants . . . . . . . . . . . Exercisable for $1.00 per
share until October 15,
1999
Terms of Options . . . . . . . . . . Exercisable for $.90
per share until September
15, ^ <2002>.
Securities Outstanding(2)(3) . . . . 12,745,320 Common Shares
1,610,000 Series B
Preferred Shares
2,471,667 Series C
Preferred Shares
1,062,917 Class E
Warrants
2,471,667 Class Z
Warrants
1,952,007 Options
600,000 Warrants
Nasdaq (Bulletin Board)
Symbol. . . . . . . . . . . . . . . Common Stock: DOTK
Use of Proceeds . . . . . . . . . . Any net proceeds that the
Company may realize upon
the exercise of the
Warrants or Options will
be used for working
capital. The Company
will not receive any
proceeds from the sale of
common stock by the
Selling Shareholders.
Risk Factors. . . . . . . . . . . . An investment in the
securities offered hereby
involves a high degree of
risk, including a lack
of liquidity in the
market for the Company's
common stock.
Prospective investors
should review carefully
and consider the factors
described in "Risk
Factors."
(1) Includes shares of common stock underlying the conversion
privileges in the Series B Convertible Exchangeable
Preferred Shares, Warrants and Options.
(2) Unless otherwise indicated, all references in the Prospectus
to per share data and number of shares exclude 1,600,000
shares of common stock issuable upon the exercise of any
options granted or which may be granted under the Company's
1991 Stock Option Plan and 1994 Stock Option Plan. (See
"PRINCIPAL SHAREHOLDERS" and "DESCRIPTION OF SECURITIES.")
(3) There is an effective registration statement covering the
resale of the common shares underlying the conversion of the
Series C Preferred Shares, the Class Z Warrants and 79,340
additional common shares.
RISK FACTORS
These securities involve a high degree of risk. Prospective
purchasers should consider carefully, among other factors set
forth in the Prospectus, the following:
Risk Factors Relating to Business of the Company
1. Possible Failure of the Company. Since the Company
commenced operations in March, 1989, it has continued to operate
regularly at a loss and until very recently, has generated only
minimal revenues from sales of its products and services. The
ability of the Company to continue its operations is therefor
dependent on its ability to support operations until such time as
the Company becomes profitable. The Company believes that it has
adequate cash reserves to finance its operations at least through
fiscal 1997. Ultimately, the ability of the Company to succeed
is, accordingly, dependent in a large part upon the development
of its markets and acceptance of its products, technology and
services, and to overcome the numerous difficulties, expenses and
delays typically associated with a company developing new
technologies. Therefor, investors in this offering risk the loss
of their entire investment if the Company is unable to continue
in operation. ("See "FINANCIAL STATEMENTS.")
2. Lack of Market Research Concerning the Company's
Products and Services and Possible Lack of Market Acceptance.
The products and services developed by the Company are innovative
and new to the market and there can be no assurance that such
products and services will be sufficiently accepted. The Company
has not obtained or undertaken any formal market research study
with respect to the establishment of its market areas. The
product mix of the Company is reviewed periodically, and changes
to the product mix offered to the market may vary depending on
market acceptance.
3. Possible Loss of Contracts with Significant Suppliers.
Raw materials for the finished product are procured from a number
of sources to provide flexibility. Although the Company has its
own material blending capability, loss of availability of
contract blending facilities could adversely affect the
operations of the Company until it could replace the lost
manufacturing output with an expansion of its own blending
facilities. Such expansion would require an increase in the
Company's overall capital expenditures.
4. Government Regulation and Industry Specifications. The
Company engages in the development of products and provides
services which may be regulated by, or subject to the
requirements of, various governmental and private agencies,
including the U.S. Environmental Protection Agency and the Food
and Drug Administration, military specifications, military
technical orders, and specific industry standards. Continual
compliance with these requirements is expected to be time-
consuming and expensive. Failure to obtain necessary
governmental approvals may have a material adverse effect upon
the Company's operations. The Company's products are currently
considered to be non-toxic and non-hazardous, and accordingly
unregulated. There can be no assurance, however, that all of the
constituents utilized in the Company's products will remain
excluded as a subject of regulatory guidelines or from lists of
proscribed toxic substances in reportable quantities. In the
event that any of the substances used in the Company's products
becomes the subject of regulatory guidelines or becomes listed as
a toxic substance, the Company could suffer an adverse impact due
to a possible impairment, or total loss, of its perceived
competitive advantage until suitable replacement constituents are
identified and implemented.
5. Limited Patent Protection. Multi-Foam EFFFTM/Haz-
CleanTM and DOT 111/113TM, two of the Company's proprietary
products pertinent to its business operations, are currently
protected by United States Patent Numbers 5,061,383 and
5,308,550, respectively. Patent applications are pending on
Omni-Clean SD and CreoSolv. Applications for trademarks and
trade names are also in progress. However, no assurance can be
given that other entities will not be able to compete with the
Company using similar formulations or processing techniques. To
the best of Management's knowledge, the Company's products and
services do not infringe upon any patents held by others.
6. Limited Marketing Capabilities. The Company has only
limited marketing capabilities and must rely on its own internal
marketing efforts since its prior efforts to utilize large
regional and national independent distributors had only limited
success. The Company is continuing to explore new avenues for
the marketing of its products. The Company may change its
marketing plans in the future if current marketing efforts are
unsuccessful. The success of the Company is directly tied to the
success of its marketing efforts.
7. Product Liability. It is possible that personal
injuries may arise from the use of the Company's products. The
Company currently maintains product liability insurance for
products it develops and sells. However, the Company could be
materially adversely affected by any product liability claims
that may be awarded in excess of policy limits. Management
believes that the likelihood of personal injury is low.
8. Success Dependent on Key Personnel. Success of the
Company depends on the active participation of its President,
James V. Janes, III. The Company has not entered into an
employment agreement with Mr. Janes and the loss of his services
would adversely affect the development of the Company's business
and its likelihood of success. (See "MANAGEMENT.")
9. Lack of Management Experience. Except for it's new
Chairman of the Board of Directors, the Company's management,
although experienced in various phases of business, marketing and
the chemical industry, including product research and
development, has limited experience operating as managers and
executive officers and has only minimal experience in manufactur-
ing and marketing. (See "MANAGEMENT.")
10. Competition. The Company's products are subject to
intense competition from numerous firms currently engaged in
chemical research and product development. Many of these
companies are substantially larger than the Company and have
substantially greater resources, operating histories and
experience. There can be no assurance that the Company will be
able to compete successfully with these other companies or
achieve profitable operations.
Risk Factors Relating to this Offering
1. Absence of Public Market for Company's Securities.
Although there presently exists a sporadic, limited market for
the Company's common stock, there can be no assurance that any
market can be sustained. The investment community could show
little or no interest in the Company in the future. As a result,
purchasers of the Company's common stock may have difficulty in
reselling such securities should they desire to do so.
2. Potential Material Adverse Effect On Company's
Securities Resulting From Penny Stock Regulations. Due to
certain regulations promulgated by the Securities and Exchange
Commission pertaining to penny stocks, which regulations define a
penny stock to be any equity security that has a market price (as
defined) of less than $5.00 per share subject to certain
exceptions, and the fact that the Company's common stock could be
subject to these regulations, the liquidity of the Company's
securities could be materially adversely affected. Such material
adverse effects could include, among other things, impaired
liquidity with respect to the Company's securities, and
burdensome transactional requirements (including, but not limited
to, waiting periods, account and activity reviews, disclosure of
additional personal financial information and substantial written
documentation) associated with transactions in the Company's
securities.
3. Offering Price was Arbitrarily Determined. The
offering price is likely the market price in the over-the-counter
market. There is no direct relationship between the offering
price and the Company's assets, book value, shareholders' equity
or any other recognized criterion of value.
4. Dividends. No dividends have been paid on the Common
Stock since inception and none are contemplated at any time in
the foreseeable future. Further, seven percent cumulative annual
dividends are also payable on the Series B Convertible
Exchangeable Preferred Stock. Seven percent cumulative annual
dividends are also payable on the Series C Convertible Voting
Preferred Stock. All dividends on issued and outstanding series
of preferred stock have been paid in the form of restricted
shares of common stock pursuant to the authority granted the
Company's Board of Directors in the pertinent designation of
rights and preferences. Unless and until the Company is
profitable, it is unlikely that it will pay dividends in cash.
(See "DESCRIPTION OF SECURITIES.")
RECENT DEVELOPMENTS
Liquidity and Capital Resources
During the fourth quarter of fiscal 1996, the Company closed
a private offering of Series C Preferred Stock solely to
accredited investors and raised approximately $1.8 million.
<Commencing in June 1996 as amended in August 1996, the Company
offered Units of 2,471,667 Shares of Series C Preferred Stock and
Class Z Warrants at an offering price of $0.75 per Unit, with a
minimum investment of 25,000 Units, or $18,750. The Company paid
ten percent (10%) concessions to certain broker/dealers who
consummated sales of the Units. The offering provided for
registration rights of the common shares underlying the Series C
Preferred and Class Z warrants, which the Company is satisfying
pursuant to the Registration Statement of which this Prospectus
is included as a portion thereof>. ^ $165,000 borrowed from
three of its directors during the second quarter of fiscal 1996
was converted to [u]<U>nits of the private offering<, also at
$0.75 per Unit>. The offering was closed on August 31, 1996.
<See "Description of Securities" and "Certain Relationships and
Related Transactions.">
Management believes, although no assurances can be made,
that the funds raised in the offering will allow the Company to
maintain its current level of operations for at least twelve
months.
Government Contract for DOT 111/ 113TM
On May 17, 1996, the Company announced the award of its
first major contract to supply the United States Air Force with
DOT 111/113TM to be utilized for cleaning military aircraft and
aerospace ground equipment. The one-year contract provides for
an optional two-year extension and has the potential to generate
approximately $600,000 annually. During the first quarter of
fiscal 1997, average monthly sales of $45,000 to $50,000 were
generated from this contract.
Soil Remediation Contract for HazCleanTMSR
One of the Company's soil remediation products and a portion
of its soil remediation unit were included as integral parts of a
bid to remediate jet fuel contaminated soil. The contract was
awarded by a major aviation company to Worldwide Remediation,
Inc. ("WRI") of Houston, Texas. The Company, as a subcontractor
to WRI, is furnishing HazCleanTMSR for use as the pre-treatment
agent and will be the active cleaning compound in the soil
washing operation of the project.
Mud Recycling Process
The Company has successfully demonstrated a new technology
for recovering barite and oil from spent drilling muds. This
unique technology has commercial potential for the oil and gas
exploration business. The Company has entered into a Cooperation
Agreement with the SWACO Division of M-I Drilling Fluids L.L.C.
to optimize process parameters and equipment system for its
proprietary process. No estimate of revenues are possible in
this early stage of development because the results of this
technology have to be commercially explored. A full scale
on-site demonstration is scheduled in January 1997.
USE OF PROCEEDS
Any net proceeds that the Company may realize upon the
exercise of the Class ^<E> Warrants will be used for working
capital.
The Company will not receive any proceeds from the sale of
the common stock by the Selling Shareholders.
DIVIDEND POLICY
The Company has not paid cash dividends since its inception.
The Company does not anticipate paying any cash dividends on its
common stock in the foreseeable future. The payment of future
dividends on the common stock will be at the discretion of the
Board of Directors of the Company and will depend upon, among
other things, the Company's earnings, capital requirements,
financial condition and restrictions contained in loan
agreements, if any.
Seven percent cumulative annual dividends are payable on
both the Series B Convertible Exchangeable Preferred Stock and
the Series C Convertible Preferred Stock. All dividends on
issued and outstanding series of preferred stock have been paid
in the form of restricted shares of common stock pursuant to the
authority granted the Company's Board of Directors in the
pertinent designation of rights and preferences. Unless and
until the Company is profitable, it is unlikely that it will pay
dividends in cash. (See "DESCRIPTION OF SECURITIES.")
MANAGEMENT
The executive officers and directors of the Company and
their ages and positions with the Company or its subsidiaries are
as follows:
Period from
Name Age Position Which Served
L. G. Schafran 57 Chairman of the Board
01/96
James V. Janes, III 48 President, CEO and 10/89
Director
Donald P. Carlin 37 Director 10/90
Richard A. Brown 48 Director 10/90
David H. Peipers 39 Director 01/96
Marian A. Bourque 35 Chief Financial 04/96
and Accounting
Officer, Secretary
and Treasurer
The Company has no knowledge of any arrangement or
understanding in existence between any executive officer named
above and any other person pursuant to which any such executive
officer was or is to be elected to such office or offices. All
officers of the Company serve at the pleasure of the Board of
Directors. No family relationship exists among the directors or
executive officers of the Company. All Officers of the Company
will hold office until the next Annual Meeting of the Company's
shareholders. There is no person who is not a designated Officer
who is expected to make any significant contribution to the
business of the Company.
L. G. Schafran -- Chairman of the Board of Directors. Chairman
of the Board of Directors of the Company since February 1996, Mr.
Schafran is currently a Director and Chairman of the Executive
Committee of Dart Group Corporation and its two principal
affiliates, Trak Auto Corporation and Crown Books Corporation.
Mr. Schafran is also a Director or Trustee of Capsure Holdings
Corp., Glasstech, Inc., National Income Realty Trust, Oxigene,
Inc. and Publicker Industries, Inc. Mr. Schafran earned a B.B.A.
from the University of Wisconsin in 1960 and a M.B.A. also from
the University of Wisconsin in 1961.
Donald P. Carlin -- Director. A Director of the Company since
October 1990, Mr. Carlin has been a director of Oxigene, Inc., a
publicly held company involved in cancer research, since 1992.
Since 1982, Mr. Carlin has been Chief Executive Officer and a
principal shareholder of the Moores Companies, a group of South
Louisiana companies in the oil field service and real estate
industries. Mr. Carlin earned a B.S. degree from the University
of Southwestern Louisiana in 1981.
Richard A. Brown -- Director. A Director of the Company since
October 1990, and Chairman of the Board from 1991 to 1995, Mr.
Brown has been the sole proprietor of the venture capital firm
Eagle Ventures since 1989. Mr. Brown has been a Director of
Oxigene, Inc. a publicly held company involved in cancer
research, since 1988 and a Director of Angiosonics, Inc., a
company involved with cardiac intervention devices, since 1992.
From 1986 until 1989, Mr. Brown was President of Eagle Financial
Group, Inc., a venture capital and investment banking firm.
Prior to 1986, Mr. Brown was engaged in the financing and
analysis of development stage companies involved in medical
electronic technology. Mr. Brown earned a B.A. degree from
Hamilton College in 1970.
James V. Janes, III, -- Director and President. A Director of
the Company since February 1990, and President since January
1996, Mr. Janes was General Manager of Delta-Omega Technologies,
Ltd., the Company's wholly owned subsidiary, from November 1989
to December 1990. From 1977 to 1989, Mr. Janes was President of
Janes Industries, Inc., a Louisiana corporation licensed as a
general contractor. Mr. Janes has also served on the boards of
directors of Southland Federal Savings Bank, Opelousas, Louisiana
since 1986, and St. Landry Home Builders Association, Opelousas,
Louisiana since 1983. Mr. Janes served in the U.S. Air Force,
earning the Distinguished Flying Cross, and between 1973 and 1977
was an instructor and evaluator with the 58th TAC Fighter
Squadron at Eglin Air Force Base in Florida. Mr. Janes earned a
B.S. from Northwestern State University in 1970.
David H. Peipers -- Director. A Director of the Company since
February 1996, Mr. Peipers is a co-founder and Chairman of
Bedminster Bioconversion Corporation, a private company which
designs and develops large scale composting facilities for the
treatment of organic waste streams. He is also an active private
investor in and director of various companies, including Segrets,
Inc., Cyto Ltd., and SK Technologies. Mr. Peipers earned an A.B.
from Harvard College in 1978 and a J.D. from Harvard Law School
in 1981.
Marian A. Bourque -- Chief Financial and Accounting Officer,
Secretary and Treasurer. Chief Financial and Accounting Officer,
Secretary and Treasurer of the Company since April 1996, Ms.
Bourque was Controller of the Company from December 1994 to April
1996. Her past associations include Broussard, Poche, Lewis and
Breaux CPA Firm, where she was active in the Management Advisory
Department and Adobe Oil & Gas, where she was the Accounts
Payable Supervisor. Ms. Bourque, a Certified Public Accountant,
earned a B.S. in Accounting from the University of Southwestern
Louisiana in 1993.
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of December 30,
1996, the common stock ownership of each person known by the
Company to be the beneficial owner of five percent or more of the
Company's common and preferred stock ("Principal Shareholders"),
all Directors and Officers individually and all Directors and
Officers of the Company as a group. Except as noted, each person
has sole voting and investment power with respect to the shares
shown. All shares are "restricted securities" and as such are
subject to limitations on resale. The shares may be sold
pursuant to Rule 144 under certain circumstances. There are no
contractual arrangements or pledges of the Company's securities,
known to the Company, which may at a subsequent date result in a
change of control of the Company.
Amount of
Beneficial Ownership(1)
Common and Options
Name and Address of Preferred and % of
Beneficial Owner Stock Warrants Total Class(2)
L.G. Schafran(3) --- 600,000 600,000 3.44%
54 Riverside Drive #14B
New York, NY 10024
Donald P. Carlin(4) 1,111,127 137,000 1,248,127 7.36%
P.O. Box 51808
Lafayette, La. 70505
Richard A. Brown (5) 629,872 - 0 - 629,872 3.74%
P.O. Box 8706
Longboat Key, FL 34228
James V. Janes, III (6) 201,038 211,500 412,538 2.42%
231 Dr. Charlie Drive
Opelousas, La. 70570
David H. Peipers (7) 1,727,450 130,000 1,857,450 10.95%
610 Tenth Avenue, Suite 605
New York, NY 10020
Moores Pump & Supply, 748,617 - 0 - 748,617 4.45%
P.O. Box 51808
Lafayette, LA 70505
Vernon Taylor, Jr. (9) 1,950,955 165,000 2,115,955 12.45%
1670 Denver Club Building
Denver, CO 80202
The Winsome Limited 1,596,047 130,000 1,726,047 10.18%
Partnership (10)
F/K/A Crossroads Limited
Partnership
610 Tenth Avenue, Suite 605
New York, NY 10020
GAMI Investments,
Inc. (11) 933,333 933,333 1,866,666 10.51%
Two North Riverside
Plaza, Suite 1100
Chicago, IL 60606
Marian A. Bourque -0- -0- -0- 0%
P.O. Box 81518
Lafayette, LA 70598-1518
All Directors and
Officers as a Group
(Six Persons)(12) 3,669,487 1,078,500 4,747,987 26.52%
(1) Rule 13d-3 under the Securities Exchange Act of 1934,
involving the determination of beneficial owners of
securities, includes as beneficial owners of securities,
among others, any person who directly or indirectly, through
any contract, arrangement, understanding, relationship or
otherwise has, or shares, voting power and/or investment
power with respect to such securities; and, any person who
has the right to acquire beneficial ownership of such
security within sixty days through means, including but
not limited to, the exercise of any option, warrant or
conversion of a security. In making this calculation,
options and warrants which are significantly
out-of-the-money" and therefore unlikely to be exercised
within sixty days are not included in the calculation of
beneficial ownership. For this purpose, the Company
deems options and warrants with an exercise price above $.75
as unlikely to be exercised within the next sixty days. Any
securities not outstanding which are subject to such
options, warrants or conversion privileges are deemed to be
outstanding for the purpose of computing the percentage of
outstanding securities of the class owned by such
person, but are not be deemed to be outstanding for the
purpose of computing the percentage of the class by any
other person.
(2) As of December 30, 1996, there were 12,745,320 shares of
common stock, 1,610,000 shares of Series B Convertible
Exchangeable Preferred Stock and 2,471,667 shares of
Series C Convertible Exchangeable Preferred Stock
issued and outstanding. Each share of the Series B and
Series C Convertible Exchangeable Preferred Stock is
entitled to one vote and votes together with the common
stock as a single class except upon matters relating to
the amendment of rights and preferences for the preferred
stock. Accordingly, there are 16,826,987 shares of capital
stock entitled to vote upon ordinary matters and the
percentages in this column are based upon such number of
shares.
(3) Mr. Schafran owns options to purchase 600,000 shares of
common stock. Mr. Schafran also owns warrants to purchase
600,000 shares of common stock at an exercise price of $2.00
per share, but these have been excluded from the calculation
of his beneficial ownership due to the material difference
between the exercise price and the current trading
price of the common stock. Mr. Schafran s wife owns 136,562
shares of common stock, 131,667 shares of preferred stock
and warrants to purchase 116,557 shares of common stock.
Mr. Schafran disclaims beneficial ownership of the stock
owned by his wife.
(4) Mr. Carlin owns 155,696 shares of common stock and options
to purchase 137,000 shares of common stock. Mr. Carlin
also owns warrants to purchase 10,015 shares of common
stock at an exercise price of $1.50 per share, but
these have been excluded from the calculation of his
beneficial ownership due to the material difference between
the exercise price and the current trading price of the
common stock. Mr. Carlin could be considered a
beneficial owner of 23,814 shares of common stock and
25,000 shares of preferred stock held by his wife and 30,000
shares of common stock held by his children. Mr.
Carlin could also be considered a beneficial owner of
748,617 shares of common stock held by Moores Pump &
Supply, Inc., of which Mr. Carlin is a principal
shareholder. Mr. Carlin could also be considered the
beneficial owner of 128,000 shares of common stock held
by C&M Land Account of which Mr. Carlin is a principal
shareholder and director.
(5) Mr. Brown owns 551,526 shares of common stock. Mr. Brown
could be considered a beneficial owner of 66,680 shares of
common stock held in custodial account for his son Alexander
J. Brown and 11,666 shares of common stock held by Quando
Partnership, of which Mr. Brown has a 1/6 partnership
interest. Mr. Brown also beneficially owns warrants to
purchase 124,472 shares of common stock at an exercise price
of $1.50 per share (6,670 of which are held in a custodial
account for his son), but these have been excluded from
the calculation of his beneficial ownership due to
the material difference between the exercise price and the
current trading price of the common stock.
(6) Mr. Janes owns 194,078 shares of common stock and options to
purchase 211,500 shares of common stock. He could be
considered a beneficial owner of 6,960 shares held in
joint tenancy with his mother. Mr. Janes also owns
options to purchase 10,000 shares of common stock at an
exercise price of $2.00 per share, but these have been
excluded from the calculation of his beneficial
ownership due to the material difference between the
exercise price and the current trading price of the common
stock.
(7) Mr. Peipers owns 131,403 shares of common stock. Mr.
Peipers could be considered a beneficial owner of
1,408,368 shares of common stock, 130,000 shares of
preferred stock and warrants to purchase 130,000
shares of common stock held by The Winsome Limited
Partnership F/K/A Crossroads Limited Partnership, of
which Mr. Peipers is General Partner. Mr. Peipers
could also be considered a beneficial owner of 7,679 common
shares and 50,000 shares of preferred stock held by
Cornerhouse Limited Partnership, an affiliate of The
Winsome Limited Partnership.
(8) Moores Pump & Supply, Inc. is an entity for which Donald P.
Carlin is a principal shareholder and director. Moores
owns 748,617 shares of common stock.
(9) Mr. Taylor owns 507,054 shares of common stock, 200,000
shares of preferred stock and warrants to purchase
100,000 shares of common stock. Mr. Taylor could be
considered a beneficial owner of 435,000 shares of
common stock held by a family member and 284,000 shares of
common stock held by a corporation for which Mr. Taylor is
an officer. Mr. Taylor could also be considered a
beneficial owner of 59,901 shares of common stock and
400,000 shares of preferred stock held by the Ruth and
Vernon Taylor Foundation and 65,000 shares of preferred
stock and warrants to purchase 65,000 shares of common
stock held by the Sara Taylor Swift Revocable Trust,
since Mr. Taylor is a trustee of both.
(10) The Winsome Limited Partnership F/K/A Crossroads Limited
Partnership, is an entity for which David H. Peipers is
the General Partner. The Winsome Limited Partnership
owns 1,408,368 shares of common stock, 130,000 shares
of preferred stock and warrants to purchase 130,000
shares of common stock. The Winsome Limited Partnership
could also be considered a beneficial owner of 7,679
shares of common stock and 50,000 shares of preferred
stock held by Cornerhouse Limited Partnership, an
affiliate of The Winsome Limited Partnership. The
Winsome Limited Partnership also owns warrants to purchase
20,000 shares of common stock at an exercise price of
$1.50 per share, but these have been excluded from the
calculation of its beneficial ownership due to the
material difference between the exercise price and the
current trading price of the common stock.
(11) GAMI Investments, Inc., a Delaware corporation, owns 933,333
shares of preferred stock and warrants to purchase
933,333 shares of common stock.
(12) The Directors and Officers as a group (six persons)
beneficially own 3,464,487 shares of common stock,
205,000 shares of preferred stock, warrants to
purchase 130,000 shares of common stock and stock options to
purchase 948,500 shares of common stock.
SELLING SHAREHOLDERS
The following table shows for the Selling Shareholders (i)
the number and percentage of common shares of the Company
beneficially owned by them as of December 31, 1996, and (ii) the
number of common shares covered by this Prospectus. In each case
the table assumes the (i) conversion of the preferred stock to
common stock, and (ii) the exercise of the Class E Warrants and
the Placement Agent Warrants to common stock.
(a) Selling Shareholder Shares Underlying Series B
Preferred Stock
Number Number
of of
Common Common Number
Shares Shares of Percent
Benefi- Covered Shares of Class
Selling cially By This Owned After If Over
Shareholders Owned Prospectus Offering 1%
Allen & Company
Incorporated* 589,645 250,000 339,645 2.61%
Baer, Fernand B.
Jr.* 334,564 15,000 319,564 2.55%
Balestra Capital
Partners 172,730 150,000 22,730
Bender, Susan J 114,417 100,000 14,417
Brown, JoAnn(1)* 10,543 10,000 543
Brown, JoAnn C/F
Alexander J. Brown,
a minor (2)* 10,543 10,000 543
Carlin, Bonnie(3) 28,814 25,000 3,814
The Cornerhouse Limited
Partnership 57,679 50,000 7,679
Cuskley, Kevin P. 28,604 25,000 3,604
Hebert, Brian 17,160 15,000 2,160
Hebert, Brian Sr. 5,961 5,700 261
Hocker, Richard 57,208 50,000 7,208
LEGG Mason Wood
Walker Cust Stanley
Lobel 143,928 125,119 18,809
LeBlanc, Michelle 4,919 4,300 619
Levy, Frank 67,259 50,000 17,259
Miller,
Mark Timothy* 50,000 50,000 - 0 -
Morris Lobel &
Sons, Inc. 28,621 24,881 3,740
Schafran, Lynn* 28,595 25,000 3,595
The Ruth & Vernon
Taylor Foundation 459,901 400,000 59,901
Taylor, Vernon Jr. 164,554 100,000 14,554
Trapp, Peter 29,625 25,000 3,625
Universal Partners,
L.P 28,578 25,000 3,578
Wight Investment
Partners 40,388 35,000 5,388
Worthington,
Lucinda 45,726 40,000 5,726
(b) Selling Shareholders Shares Underlying Class E
Warrants
Number Number
of of
Common Common Number
Shares Shares of Percent
Benefi- Covered Shares of Class
Selling cially By This Owned After If Over
Shareholders Owned Prospectus Offering 1%
Aboudi, Joseph
and Lillian 8,148 4,445 3,703
Allen & Company,
Inc.* 44,445 44,445 - 0 -
Baer & Company 85,990 15,330 70,660
Baer, F. B. 15,000 5,000 10,000
Baer, Fernand B.
Jr.* 194,458 34,458 160,000 1.28%
Bear Stearns
Securities Corp. 38,173 38,173 - 0 -
Bergeaux, Gerald 333 333 - 0 -
Bernard, Allen P. 10,015 10,015 - 0 -
Brown,
JoAnn F.(1)* 114,315 6,667 107,648
Brown, JoAnn F.
C/F Alexander
J. Brown,
a minor* 71,832 6,670 65,162
Brown,
Richard A. 669,328 117,802 551,526 4.29%
Bruce, Michael
R. and Sandra S. 44,445 8,445 36,000
Bucchi, Phillip R.
and Edith A. 1,000 1,000 - 0 -
Carcano, Felix 160,801 160,801 - 0 -
Carlin,
Donald P. 1,229,328 10,015 1,219,313 9.56%
Cede & Co. 6,016,880 1 6,016,879 47.20%
Chehebar, Joey 4,074 2,223 1,851
Churchill
Associates, L.P. 2 1 1
Copeland,
Alfred T. Jr. 1 1 - 0 -
Datrix Corp. 167,500 167,500 - 0 -
The Crossroads Limited
Partners and
David Peipers 1,440,330 4,242 1,436,088 11.26%
The Crossroads Limited
Partnership 15,758 15,758 - 0 -
Ari Dani Corp. 10,184 5,556 4,628
Deutschmann,
Jacob H. 15,501 15,501 - 0 -
Edwards, Perrin D.
and Anne I.
Gines 5,001 5,001 - 0 -
Esses, Sara 8,519 2,223 6,296
Finsilver, Joan 4,074 2,223 1,851
Forwand, Barry 12,778 3,334 9,444
Giles, Edward M. 8,889 8,889 - 0 -
Goldstein, Walter
and Batya 43,704 4,445 39,259
Groo, A. Lawrence* 69,363 1,393 67,970
Herzog Heine Geduld,
Inc. 50,001 50,001 - 0 -
Jeffrey, John B. 1,100 100 1,000
Jeffrey,
Richard R. 36,253 7,023 29,230
Jeffrey, Robert C. 1,300 100 1,200
Johnston, Richard 8,223 8,223 - 0 -
Kavouras,
Thomas and Lulu 8,519 2,223 6,296
Khermouch, Sherrie
and Raymond 1 1 - 0 -
Kleinhandler,
Naomi 21,853 2,223 19,630
Klotz, Jeffrey
and Elizabeth 3,001 2,223 778
Lehmann, Aaron 4,000 4,000 - 0 -
Lewco Securities
Corp. 19,000 19,000 - 0 -
Ciera Limited 17,407 2,223 19,630
Lobel, David 10,001 3,334 6,667
Lobel, Stanley 45,918 8,886 37,029
McDonald, William
D. and Carol F. 87,034 11,111 75,923
McNeely, Loren 1,667 1,667 - 0 -
Middlegate Securities,
Ltd. 37,750 37,750 - 0 -
Miller,
Mark Timothy* 123,689 6,720 116,969
Mizrahi, David 4,074 2,223 1,851
Murphy, Robert M. 2 1 1
Ostrofsky, Steven 45,008 5,003 40,005
Quigley, John G. 2,223 2,223 - 0 -
First River
Road Corp. 1 1 - 0 -
Roob Peck McCooey
Clearing Corp. 16,667 16,667 - 0 -
Rutberg, Fredric
D. and Phillip F.
Heller 24,505 1,502 23,003
Samberg, Arthur J. 69,628 8,889 60,739
Schafran,
Lynn Hecht* 42,854 9,890 32,964
Scheer, Perry J. 18,217 16,467 1,750
Smith Barney,
Inc. 22,501 22,501 - 0 -
Spear Leeds
& Kellogg 5,500 5,500 - 0 -
Tawil, Joseph
and Ruth 8,148 4,445 3,703
Terzi, Ronald
and Esther 4,074 2,223 1,851
Tosyd, Inc. 4,873 4,500 373
Trask, Robert W. 835 835 - 0 -
Travis, Brian A.
and Joanne
Carcano 47,500 47,500 - 0 -
Travis, Brian and
Joanne Carcano 39,698 37,198 2,500
Travis, Dorothy
and Brian 6,651 6,651 - 0 -
(c) Shares Underlying Placement Agent Warrants
Number Number
of of
Common Common Number
Shares Shares of Percent
Benefi- Covered Shares of Class
Selling cially By This Owned After If Over
Shareholders Owned Prospectus Offering 1%
Gilford
Securities, Inc. 100,000 100,000 - 0 -
FBB Corp.(4)* 100,000 100,000 - 0 -
(d) Shares Underlying Options
Number Number
of of
Common Common Number
Shares Shares of Percent
Benefi- Covered Shares of Class
Selling cially By This Owned After If Over
Shareholders Owned Prospectus Offering 1%
FBB Corp.(4)* 150,000 150,000 - 0 -
* These shareholders are listed in more than one Selling
Shareholder section.
(1) Wife of Richard Brown, a Director. Ms. Brown disclaims any
beneficial ownership of the shares held by Richard Brown.
(2) Son of Richard Brown, a Director.
(3) Wife of Donald J. Carlin, a Director.
(4) A corporation controlled by Fernand B. Baer.
Information set forth in the tables regarding the securities
owned by each Selling Shareholder is provided to the best
knowledge of the Company based on information furnished to the
Company by the respective Selling Shareholder and/or available to
the Company through its stock transfer records. No Selling
Shareholder is obligated to sell his or her shares.
PLAN OF DISTRIBUTION/DETERMINATION OF OFFERING PRICE
The common stock offered hereby may be sold by the Selling
Shareholders or by pledgees, donees, transferees or other
successors-in-interest (including sales after exercise of
warrants). Such sales may be made in the over-the- counter
market, in privately negotiated transactions, or otherwise, at
prices and at terms then prevailing, at prices related to the
then current market prices or at negotiated prices. The common
stock may be sold by one or more of the following methods: (a) a
block trade in which the broker or dealer so engaged will attempt
to sell the common stock as agent, but may position and resell a
portion of the block as principal in order to consummate the
trans action; (b) a purchase by a broker or dealer as principal,
and the resale by such broker or dealer for its account pursuant
to this Prospectus, including resale to another broker or dealer;
or (c) ordinary brokerage transactions and transactions in which
the broker solicits purchasers. In effecting sales, brokers or
dealers engaged by a Selling Shareholder may arrange for other
brokers or dealers to participate. Any such brokers or dealers
will receive commissions or discounts from a Selling Shareholder
in amounts to be negotiated immediately prior to the 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, as amended. Any gain realized by such a
broker or dealer on the sale of shares which it purchases as a
principal may be deemed to be compensation to the broker or
dealer in addition to any commission paid to the broker by a
Selling Shareholder.
The securities covered by this Prospectus may be sold under
Rule 144 instead of under this Prospectus. None of the common
stock currently qualifies for sale under Rule 144. In general,
under Rule 144, "restricted securities" may be sold after a
two-year holding period in ordinary market transactions through a
broker or with a market maker subject to volume limitations as
follows: within any three-month period, a number of shares may
be sold which does not exceed the greater of 1% of the number of
outstanding shares of Common Stock or the average of the weekly
trading volume of the Common Stock during the four calendar weeks
prior to such sale. Sales under Rule 144 require the filing of a
Form 144 with the Securities and Exchange Commission. However,
if the shares have been held for more than three years by a
person who is not an "affiliate", there is no limitation on the
manner of sale or the volume of shares that may be sold and no
such filing is required. The Company will not receive any
portion of the proceeds of the securities sold by the Selling
Shareholders, but will receive amounts upon exercise of Warrants,
if any are exercised, which funds will be used for working
capital. There is no assurance that the Selling Shareholders
will sell any or all of the common stock offered hereby.
The Selling Shareholders have been advised by the Company
that during the time each is engaged in distribution of the
securities covered by this Prospectus, each must comply with
Rules 10b-5 and 10b-6 under the Securities Exchange Act of 1934,
as amended, and pursuant thereto: (i) each must not engage in
any stabilization activity in connection with the Company's
securities; (ii) each must furnish each broker through which
securities covered by this Prospectus may be offered the number
of copies of this Prospectus which are required by each broker;
and (iii) each must not bid for or purchase any securities of the
Company or attempt to induce any person to purchase any of the
Company's securities other than as permitted under the Securities
Exchange Act of 1934, as amended. Any Selling Shareholders who
may be "affiliated purchasers" of the Company as defined in Rule
10b-6, have been further advised that pursuant to Securities
Exchange Act Release 34-23611 (September 11, 1986), they must
coordinate their sales under this Prospectus with each other and
the Company for purposes of Rule 10b-6.
DESCRIPTION OF SECURITIES
Common Stock
The authorized common stock of the Company consists of
100,000,000 shares of $.001 par value common stock. All shares
have equal voting rights, one vote per share, and are not
assessable. Voting rights are not cumulative; therefore, the
holders of more than 50% of the common stock of the Company
could, if they chose to do so, elect all the Directors.
Upon liquidation, dissolution or winding up of the Company,
the assets of the Company, after satisfaction of all liabilities
and distribution to preferred shareholders, if any, will be
distributed pro rata to the holders of the common stock. The
holders of the common stock do not have preemptive rights to
subscribe for any securities of the Company and have no right to
require the Company to redeem or purchase their shares. The
shares of common stock presently outstanding are, and the shares
of common stock to be sold pursuant to this offering will be,
upon issuance, fully paid and non-assessable.
Holders of common stock are entitled to dividends, when and
if declared by the Board of Directors of the Company, out of
funds legally available therefor. The Company has not paid any
cash dividends on its common stock, and it is unlikely that any
such dividends will be declared in the foreseeable future.
Preferred Stock
The authorized preferred stock of the Company consists of
40,000,000 shares at $.001 par value per share. The preferred
stock is voting and may be issued in series as determined by the
Board of Directors. As is required by law, each series must
designate the number of shares in the series and each share of a
series must have identical rights of (1) dividend, (2)
redemption, (3) rights in liquidation, (4) sinking fund
provisions for the redemption of shares, and (5) terms of
conversion.
Series B Convertible Exchangeable Preferred Stock
The Series B Convertible Exchangeable Preferred Stock is
from a designated series of the Company's authorized voting
preferred stock. The Series was sold for $1.00 per share, and
has an established declared dividend of $.07 per annum per share,
due on the 30th day of June of each year. The dividend
accumulates if not paid when due. The dividend may be paid in
cash or in stock at the sole discretion of the Board of
Directors. If paid in stock, the common shares issued will be
valued at the average bid price for the 30 days preceding the
June 30 payment date. Once the price per share of common stock
is determined, a number of common shares equal to the total
dollar value of the dividend which was to be paid on June 30 will
be issued, with any fractional shares of the common stock
dividend rounded up.
Call Provision
At any time on or after June 30, 1996, and before June 30,
1999, the Company at its sole option may call the Series B
Preferred for redemption at a redemption price of $1.00 per share
plus accumulated unpaid dividends. The call shall provide for
written notice of not less than 30 nor more than 60 days of the
proposed redemption date during which call period the Series B
holder may either exercise his conversion rights as discussed
below and convert each share of Series B Preferred to one share
of common stock, or at the expiration of the call period his
rights as a shareholder shall expire upon receipt of the
redemption price.
Conversion Rights
The holder of any shares of this Series B Preferred at his
sole option may, at any time until June 30, 1999 (subject to the
call provision), convert any or all of the shares of the Series B
Preferred Stock held by him into one fully paid and
non-assessable share of the Company's $.001 par value common
stock for each share of Series B Preferred Stock converted.
Accordingly, assuming all dividends have been paid, the 2,000,000
shares of Series B Preferred Stock offered herein may be
converted to an equal number of common shares. After June 30,
1999, all rights of conversion cease. The conversion rate is
subject to adjustments for such things as stock dividends, stock
splits, and reclassifications in the normal course.
Exchange Rights
At the sole option of the Company on any dividend payment
date on or after June 30, 1995 and before June 30, 1999, it may
exchange for the Series B Preferred Stock in whole for the
Company's secured promissory note which bears interest at 8% per
annum, and is payable in equal quarterly installments of
principal and interest payable on September 30, December 31,
March 31, and June 30 of each year with the note due in full on
or before June 30, 1999.
This note shall be senior to all other debt of the Company
except bank debt and purchase money financing secured by the
object purchased, and a security agreement shall be established
accordingly.
Holders of outstanding shares of this Series B Convertible
Exchangeable Preferred Stock will be entitled to receive $1.00
principal amount of the note in exchange for each share of this
Series held by them at the time of exchange, plus an amount equal
to any accrued but unpaid cash dividends. The Company will mail
to each holder of record of the shares of this Series written
notice of its intention to exchange no less than 30 nor more than
60 days prior to the date fixed for the exchange (the "exchange
date"). Each such notice shall state: (i) the exchange date;
(ii) the place or places where certificates for such shares are
to be surrendered for exchange into the note; and (iii) that
dividends on the shares to be exchanged will cease to accrue on
such exchange date. Prior to giving notice of intention to
exchange, the Company shall execute and deliver to the Exchange
Agent the original note and security agreement in conformity with
the Designation. The Company will cause the note and security
agreement to be authenticated on the dividend payment date on
which the exchange is effective, and the Company will pay
interest on the note at the rate and on the dates specified in
such note from the exchange date. There is no penalty for
prepayment.
Class E Common Stock Purchase Warrants
Each Class E Common Stock Purchase Warrant entitles the
holder to purchase one share of the Company's common stock at
$1.50 per share at anytime until 5:00 p.m. June 15, 1999. The
Class E Common Stock Purchase Warrants are callable by the
Company upon 30 days written notice. The Class E Common Stock
Purchase Warrants have been issued pursuant to a Warrant
Agreement between the Company and American Securities Transfer,
Inc. (the "Warrant Agent"). The Company has authorized and
reserved for issuance the shares of common stock issuable upon
exercise of the Class E Common Stock Purchase Warrants.
The Class E Common Stock Purchase Warrants contain the
customary anti-dilution provisions so as to avoid dilution of the
equity interest represented by the underlying common stock upon
the occurrence of certain events such as share dividends or
splits. The anti-dilution provisions will not apply in the event
that a merger or acquisition is undertaken by the Company prior
to exercise of the Class E Common Stock Purchase Warrants. In
the event of a liquidation, dissolution or winding up of the
Company, holders of the Class E Common Stock Purchase Warrants
will not be entitled to participate in any distribution of the
assets of the Company. Holders of the Class E Common Stock
Purchase Warrants will have no voting, preemptive, liquidation or
other rights of a shareholder, and no dividends will be declared
on the Class E Common Stock Purchase Warrants.
The Class E Common Stock Purchase Warrants also have
over-subscription privileges so that persons who elect to
exercise their Class E Common Stock Purchase Warrants may also
subscribe for any shares which underlie any Class E Common Stock
Purchase Warrants not exercised at the expiration of the Class E
Common Stock Purchase Warrant term.
Placement Agent Warrants
Each Placement Agent Warrant entitles the holder to purchase
one share of the Company's common stock at the price of $1.00 per
share, at any time until 5:00 p.m. on October 15, 1999. There is
no provision for the call or redemption of the Placement Agent
Warrants. The Placement Agent Warrants have been issued pursuant
to a Warrant Agreement between the Company and American
Securities Transfer, Inc., and the Company has authorized and
reserved for issuance the shares of common stock issuable upon
the exercise of the Placement Agent Warrants.
The Placement Agent Warrants contain the customary
antidilution provisions so as to avoid dilution of the equity
interest represented by the underlying common stock upon the
occurrence of certain events such as share dividends or splits.
The antidilution provisions will not apply in the event that a
merger or acquisition is undertaken by the Company prior to the
exercise of the Placement Agent Warrants. In the event of a
liquidation, dissolution or winding up of the Company, holders of
the Placement Agent Warrants will not be entitled to participate
in any distribution of the assets of the Company. Holders of the
Placement Agent Warrants will have no voting, redemptive,
liquidation or other rights of a shareholder, and no dividends
will be declared or paid to holders of the Placement Agent
Warrants. The Placement Agent Warrants were issued pursuant to
the Placement Agent Agreement entered into by and between Gilford
Securities, Inc. and the Company as part of the private placement
of the Series B Convertible Exchangeable Preferred Stock, which
private placement was closed during October 1994. As part of the
Agreement, the Placement Agent Warrants were issued to Gilford
Securities, Inc. and persons appointed by Gilford Securities,
Inc., who in turn may not reassign the Warrants prior to October
15, 1995.
General
The exercise prices and number of shares of common stock or
other securities issuable on exercise of the Warrants are also
subject to adjustment in certain circumstances, including a stock
dividend, stock split, recapitalization, reorganization, merger
or consolidation of the Company.
The Warrants may be exercised upon surrender of the Warrant
Certificate on or prior to the expiration date at the offices of
the Company, with the exercise form of the Warrant completed and
executed as indicated, accompanied by full payment of the
exercise price (by certified check payable to the Company) for
the number of Warrants being exercised. The Warrantholders do
not have the rights or privileges of holders of common stock.
Warrant Agent
The Warrant Agent for the Warrants is American Securities
Transfer, Inc., Denver, Colorado.
Fernand Baer Options
As payment to Fernand Baer for his investment banking
services, the Company granted Mr. Baer or his assignee 150,000
options. Each option entitles the holder to purchase one share
of restricted common stock at the price of $.90 per share, at any
time until 5:00 p.m. on September 15, ^ <2002>.
Transfer Agent and Registrar
The Transfer Agent and Registrar for the Company's common
stock is American Securities Transfer, Inc., Denver, Colorado.
LEGAL MATTERS
The validity of the issuance of the common stock offered
hereby will be passed upon for the Company by Cohen Brame & Smith
Professional Corporation, 1700 Lincoln Street, Suite 1800,
Denver, Colorado 80203. A director of the firm beneficially owns
approximately 9,000 shares of the Company's common stock.
EXPERTS
The consolidated financial statements incorporated by
reference in this Prospectus have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report
with respect thereto, and are included herein in reliance upon
the authority of said firm as experts in auditing and accounting
in giving said reports.
No dealer, salesman or other person is
authorized to give any information or to
make any representations not contained in
this Prospectus in connection with the
offer made hereby, and if given or made,
such information or representations must
not be relied upon as having been
authorized by the Company. This Prospectus
does not constitute an offer to sell or a
solicitation of any offer to buy the
securities offered hereby to any person in
any state or other jurisdiction in which
such offer or solicitation would be
unlawful. The delivery of this Prospectus
at any time does not imply that information
contained herein is correct as of any time
subsequent to its date.
TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE. . . . . . -2-
AVAILABLE INFORMATION. . . . . . . . . . . . . -2-
ANNUAL AND QUARTERLY REPORTS . . . . . . . . . -3-
INDEMNIFICATION. . . . . . . . . . . . . . . . -3-
PROSPECTUS SUMMARY . . . . . . . . . . . . . . -4-
RISK FACTORS . . . . . . . . . . . . . . . . . -6-
USE OF PROCEEDS. . . . . . . . . . . . . . . . -9-
DIVIDEND POLICY. . . . . . . . . . . . . . . . -9-
MANAGEMENT . . . . . . . . . . . . . . . . . . -9-
PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . -11-
SELLING SHAREHOLDERS . . . . . . . . . . . . . -13-
PLAN OF DISTRIBUTION/DETERMINATION OF
OFFERING PRICE. . . . . . . . . . . . . . . . -17-
DESCRIPTION OF SECURITIES. . . . . . . . . . . -18-
LEGAL MATTERS. . . . . . . . . . . . . . . . . -23-
EXPERTS. . . . . . . . . . . . . . . . . . . . -23-
DELTA-OMEGA
TECHNOLOGIES, INC.
COMMON STOCK
_______________________
PROSPECTUS
_______________________
______________, 1996
II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses, other
than the possible discounts and commissions, in connection with
the offering described in this Registration Statement.
Total
Registration Fee Under Securities Act of
1933 . . . . . . . . . . . . . . . . . . $1,364.44
Printing and Engraving . . . . . . . . . 1,000.00*
Accounting Fees and Expenses . . . . . . 1,000.00*
Legal Fees and Expenses. . . . . . . . . 5,000.00*
Blue Sky Fees and Expenses (including
related legal fees). . . . . . . . . . . 2,000.00*
Transfer Agent Fees. . . . . . . . . . . 1,000.00*
Miscellaneous. . . . . . . . . . . . . . 467.46*
Total . . . . . . . . . . . . . . . $11,831.90
* Estimated
Item 15. Indemnification of Officers and Directors
Article X of the Company's Articles of Incorporation
provides that the Registrant may indemnify each director,
officer, and any employee or agent of the Registrant and his
heirs, executors, and administrators, against expenses reasonably
incurred or any amounts paid by him in connection with any
action, suit, or proceeding to which he may be made a party by
reason of his being or having been a director, officer, employee
or agent of the Registrant in the same manner as is provided by
the laws of the State of Colorado as summarized below.
Under the Colorado Business Corporation Act, a corporation
has the power to indemnify against liability any current or
former director, officer, employee or agent. Colorado Revised
Statutes ("C.R.S.") Section 7-109-101, et seq. Under C.R.S. Section
7-109-102, a corporation may indemnify a director if (1)
the director conducted himself in good faith, (2) the director
reasonably believed that his conduct was not opposed to the
corporation's best interests, or if acting in his official
capacity, that his conduct was in the corporation's best
interests and (3) in the case of a criminal proceeding, the
director had no reasonable cause to believe his conduct was
unlawful. The Colorado Business Corporation Act also gives each
corporation the power to eliminate or limit the personal
liability of a director of the Corporation or its shareholders
for monetary damages for breach of fiduciary duty as a director
unless the breach of fiduciary duty involves breach of loyalty to
the corporation or its shareholders, acts or omissions involving
intentional misconduct or a knowing violation of law, acts
specified in C.R.S. Section 7-108-403 (improper distribution of assets,
dividends or share repurchases) or any transaction whereby the
director derived an improper personal benefit. C.R.S. Section
7-108-402.
Item 16. Exhibits and Financial Statement Schedules
(a) The following exhibits are filed as part of this
Registration Statement pursuant to Item 601 of Regulation S-B:
3.1 Articles of Incorporation and Bylaws (Incorporated by
reference to Exhibit 3 to the Company's Registration
Statement (SEC File No. 33-45527).
4.1 Form of Common Stock Purchase Warrants.**
4.2 Designation of Series of Preferred Stock (Incorporated
by reference to Exhibit 4 to Report on Form 10-KSB for
period ended August 31, 1995).
5.0 Opinion of Cohen Brame & Smith Professional Corporation
regarding the legality of the securities being
registered.**
10.1 Warrant Agreement With American Securities Transfer,
Inc.**
24.1 Consent of Cohen Brame & Smith Professional Corporation
(Included in Exhibit 5.0).
24.2 Consent of Arthur Andersen LLP*
* Filed herewith.
** Previously filed.
Item 17. Undertakings
(a) 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 a 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; and
(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 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.
(b) 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 in Item 15 hereof, or otherwise, the Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy
as expressed in the Act 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 of whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
In accordance with the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all the requirements for filing
this Post-Effective Amendment No. ^ <3> to Form S-2 and
authorizes this Registration Statement to be signed on its behalf
by the undersigned, at Broussard, Louisiana, on the ^ <12th> day
of ^ <March>, 1997.
DELTA-OMEGA TECHNOLOGIES, INC.
By: /s/ James V. Janes III
James V. Janes, III, President
POWER OF ATTORNEY
Each person whose individual signature appears below has
constituted and appointed James V. Janes, III as his true and
lawful attorney-in-fact with full power of substitution to
execute in the name and on behalf of such person, individually
and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all
post- effective amendments.
In accordance with the requirements of the Securities Act of
1933, as amended, this Registration Statement was signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
L. G. Schafran Chairman of the Board ^ <March 12>, 1997
by James V. Janes
III, my attorney-
in-fact
James V. Janes, Director and President ^ <March 12>, 1997
III
Donald P. Carlin Director ^ <March 12>, 1997
by James V. Janes
III, my attorney-
in-fact
Richard A. Brown Director ^ <March 12>, 1997
by James V. Janes
III, my attorney-
in-fact
David H. Peipers Director ^ <March 12>, 1997
by James V. Janes
III, my attorney-
in-fact
Marian A. Bourque Chief Financial Officer ^ <March 12>, 1997
by James V. Janes (Principal Accounting
III, my attorney- Officer) Secretary
- - -in-fact and Treasurer
File No. 33-90604
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
DELTA-OMEGA TECHNOLOGIES, INC.
_______________________
EXHIBITS
TO
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-2
Registration Statement
Under
The Securities Act of 1933
INDEX TO EXHIBITS
Sequentially
Exhibit Number Numbered
in Form S-2 Description Page
24.2 Consent of Arthur
Andersen LLP
^