As Filed with the Securities and Exchange Commission on July 18, 1996
Registration No. 33-79554
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 2 TO
FORM SB-2 ON FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
THE GREAT TRAIN STORE COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware 75-2539189
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
14180 Dallas Parkway, Suite 618
Dallas, Texas 75240
(214) 392-1599
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrant's
Principal Executive Offices)
James H. Levi
President and Chief Executive Officer
14180 Dallas Parkway, Suite 618
Dallas, Texas 75240
(214) 392-1599
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
Copies of all correspondence to:
DOUGLAS J. BATES, ESQ.
Gallop, Johnson & Neuman, L.C.
101 South Hanley
St. Louis, Missouri 63105
Approximate date of commencement of proposed sale to public: As soon as
practicable after this Post-Effective Amendment to Registration Statement
becomes effective.
If the only 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, check the following box and
list the Securities Act registration statement number of 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 statement 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. [ ]
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses in connection with
the issuance and distribution of the shares offered hereby, all of which will be
paid by the Company:
Transfer and Warrant Agent fees and charges ............. 1,200
Printing and engraving expenses ......................... 3,000
Legal fees and expenses ................................. 10,000
Accounting fees and expenses ............................ 5,000
Miscellaneous ........................................... 5,000
------
Total .............................................. $24,200
======
Item 15. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware permits
indemnification by a corporation of certain officers, directors, employees and
agents. Consistent therewith, Article VIII of the Company's Bylaws requires that
the Company indemnify all persons whom it may indemnify pursuant thereto to the
fullest extent permitted by Section 145. Article VIII also provides that
expenses incurred by an officer or director of the Company or any of its direct
or indirect wholly-owned subsidiaries, in defending a civil or criminal action,
suit or proceeding, will be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such officer, director, employee or agent to repay such amount
if it shall ultimately be determined that he is not entitled to be indemnified
by the Company as authorized. Such expenses incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the Board of
Directors deems appropriate.
In addition, Article VII of the Company's Certificate of Incorporation
provides that directors of the Company shall not be personally liable for
monetary damages to the Company or its stockholders for a breach of fiduciary
duty as a director, except for liability as a result of (i) a breach of the
director's duty of loyalty to the Company or its stockholders; (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) an act related to the unlawful stock repurchase or
payment of a dividend under Section 174 of Delaware General Corporation Law; and
(iv) transactions from which the director derived an improper personal benefit.
The Company has procured and intends to maintain a policy of insurance
under which the directors and officers of the Company will be insured, subject
to the limits of the policy, against certain losses arising from claims made
against such directors and officers by reason of any acts or omissions covered
under such policy in their respective capacities as directors or officers.
Item 27. Exhibits
1.1 Underwriting Agreement
3.1 Certificate of Incorporation of the Registrant
3.2 Bylaws of the Registrant
4.1 Form of Stock Certificate
4.2 Form of Warrant Agreement and Certificates
4.3 Form of Bridge Warrants
4.4 Form of Underwriter's Option
4.5 Form of Management Notes
4.6 Form of Security Agreement
4.7 Form of Subordination and Pledge Agreement
5.1 Opinion of Gallop, Johnson & Neuman, L.C.
10.1 The Great Train Store Company 1994 Incentive Compensation Plan
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10.2 The Great Train Store Company 1994 Director Stock Option Plan
10.3 Form of Restricted Stock Agreement with Stanley R. Herndon and Michael
D. Glazer
10.4 Form of Employment Agreement with James H. Levi
10.5 The Great Train Store Partners, L.P. Agreement of Limited Partnership
dated as of September 1, 1990 as amended
10.6 Consulting Agreement with Barington Capital Group, L.P.
10.7 First Amendment to The Great Train Store Company 1994 Incentive
Compensation Plan
10.8 Second Amendment to The Great Train Store Company 1994 Incentive
Compensation Plan
10.9 First Amendment to The Great Train Store Company 1994 Direct Stock
Option Plan
10.10 Letter agreement with Barington Capital Group, L.P. dated July 15, 1996
21.1 Subsidiaries of the Registrant
23.2 Consent of Gallop, Johnson & Neuman, L.C.
23.3 Consent of KPMG Peat Marwick LLP, independent public accountants
24.1 Power of Attorney
99.2 Cautionary Statement Identifying Important Factors that Could Cause
the Company's Actual Results to Differ from those Projected in Forward
Looking Statements
Item 28. Undertakings
(a) The undersigned registrant hereby further undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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;
(2) That, for the purpose of determining any liability under the
Securities Act, 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 foregoing
provisions, or otherwise, the undersigned registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities 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
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.
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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 Dallas, State of Texas, on July 17, 1996.
THE GREAT TRAIN STORE COMPANY
By /s/ James H. Levi
James H. Levi, President,
Chief Executive Officer and
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statements has been signed by the following persons in the
capacities and one the dates indicated.
/s/ James H. Levi President, Chief Executive Officer July 17, 1996
James H. Levi and Chairman of the Board
(Principal Executive Officer)
/s/ Cheryl A. Taylor Vice President - Finance and July 17, 1996
Cheryl A. Taylor Administration (Principal
Financial and Accounting Officer)
* Director July 17, 1996
Joel S. Pollack
* Director July 17, 1996
John S. Schultz
* Director July 17, 1996
Charles M. Tureen
* Director July 17, 1996
Robert M. Warner
*By: /s/ James H. Levi
James H. Levi, Attorney-in-fact
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EXHIBIT INDEX
Exhibit
Number Description Page
- ------ ----------- ----
1.1* Underwriting Agreement ..............................................
3.1* Certificate of Incorporation of the Registrant ......................
3.2* Bylaws of the Registrant ............................................
4.1* Form of Stock Certificate ...........................................
4.2* Form of Warrant Agreement and Certificates...........................
4.3* Form of Bridge Warrants..............................................
4.4* Form of Underwriter's Option ........................................
4.5* Form of Management Notes ............................................
4.6* Form of Security Agreement ..........................................
4.7* Form of Subordination and Pledge Agreement ..........................
5.1* Opinion of Gallop, Johnson & Neuman, L.C. ...........................
10.1* The Great Train Store Company 1994 Incentive Compensation Plan.......
10.2* The Great Train Store Company 1994 Director Stock Option Plan........
10.3* Form of Restricted Stock Agreement with Stanley R. Herndon and
Michael D. Glazer .................................................
10.4* Form of Employment Agreement with James H. Levi .....................
10.5* The Great Train Store Partners, L.P. Agreement of Limited
Partnership dated as of September 1, 1990 as amended ..............
10.6* Consulting Agreement with Barington Capital Group, L.P...............
10.7**** First Amendment to The Great Train Store Company 1994 Incentive
Compensation Plan .................................................
10.8**** Second Amendment to The Great Train Store Company 1994 Incentive
Compensation Plan .................................................
10.9**** First Amendment to The Great Train Store Company 1994 Directors
Stock Option Plan ...............................................
10.10 Letter agreement with Barington Capital Group, L.P. dated
July 15, 1996 .....................................................
21.1**** Subsidiaries of the Registrant ......................................
23.2* Consent of Gallop, Johnson & Neuman, L.C.
(included in Exhibit 5.1) .........................................
23.3**** Consent of KPMG Peat Marwick LLP, independent public
accountants........................................................
24.1* Power of Attorney (set forth on signature page) .....................
99.1***** Cautionary Statement Identifying Important Factors that Could
Cause the Company's Actual Results to Differ from those
Projected in Forward Looking Statements............................
* previously filed
** Incorporated by Reference to Quarterly Report on Form 10-QSB for the
Twenty-Six Week Period Ended July 1, 1995.
*** Incorporated by Reference to Current Report on Form 8-K filed December
22, 1994.
**** Incorporated by Reference to Annual Report on Form 10-KSB for the fiscal
year ended December 30, 1995
***** Incorporated by Reference to Annual Report on Form 10-QSB for the thirteen
weeks ended March 30, 1996
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