UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
Capitol First Corporation
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(Name of Issuer)
Capitol First Corporation
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(Name of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
14057T.109
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(CUSIP Number of Class of Securities)
Ashley B. Bloom
Capitol First Corporation
7100 W. Camino Real Boulevard, Suite 402
Boca Raton, FL 33433
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
[X] a. The filing of solicitation materials or an information statement
subject to Regulation 14A (17 CFR 240.14a-1 to 240.14b-2), Regulation
14C (CFR 240.14c-1 to 240.14c-101) or Rule 13e-3(c) (ss.240.13e-3(c))
under the Securities Exchange Act of 1934.
[ ] b. The filing of a registration statement under the Securities Act of
1933.
[ ] c. A tender offer.
[ ] d. None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting
the results of the transaction: [ ]
Calculation of Filing Fee
Transaction valuation Amount of filing fee
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$46,554 (1) * $9.31 (2)
* Set forth the amount on which the filing fee is calculated and state
how it was determined.
(1) The above transaction value assumes that in connection with the
reverse stock split described in this Schedule 13E-3 Capitol First
Corporation will use a ratio of one to 2,000 and purchase fractional
interests equivalent to approximately 258,634 pre-split shares of
common stock, par value $0.01 per share, of the company for $0.18 per
share.
(2) The above filing fee was determined by multiplying 0.0002 by
transaction value.
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount previously Paid:
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Form or Registration No.:
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Filing Party:
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Date Filed:
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Item 1. Summary Term Sheet.
The Summary Term Sheet is incorporated herein by reference to the
Item "The Proposed Transaction - Summary Term Sheet" of the proxy
statement being provided to security holders and filed with the
Securities and Exchange Commission on a Schedule 14A on January
27, 2005 (the "Proxy Statement").
Item 2. Subject Company Information.
(a) Name and address. Information regarding the name of the
subject company, Capitol First Corporation (the
"Company"), and the address and telephone number of its
principal executive offices is incorporate herein by
reference to the cover page of the Proxy Statement.
(b) Securities. Information regarding the Company's securities
is incorporated herein by reference to the Item "The
Corporation - Market Price of Common Stock and Dividends"
of the Proxy Statement.
(c) Trading Market and Price. Information regarding the
trading market and price is incorporated herein by
reference to the Item "The Corporation - Market Price of
Common Stock and Dividends" of the Proxy Statement.
(d) Dividends. Information regarding dividends is incorporated
herein by reference to the Item "The Corporation - Market
Price of Common Stock and Dividends" of the Proxy
Statement.
(e) Prior public offerings. Information regarding prior public
offerings is incorporated herein by reference to the Item
"The Corporation" of the Proxy Statement.
(f) Prior stock purchases. Information regarding prior stock
purchases is incorporated herein by reference to the Item
"The Corporation" of the Proxy Statement.
Item 3. Identity and Background of Filing Person.
(a) Name and address. The Company is the person filing this
Proxy Statement. Information regarding the name and
address of each person specified in Instruction C is
incorporated herein by reference to the Items "The
Corporation - Executive Officers and Directors," "The
Corporation - Principal Stockholders" and "The Corporation
- Boca Capital First LLLP and Addison Capital Group LLC"
of the Proxy Statement.
(b) Business and background entities. Information regarding
the Company's business and background is incorporated
herein by reference to the Item "The Corporation" of the
Proxy Statement. Information regarding any person
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specified in Instruction C that is not a natural person is
incorporated herein by reference to the Item "The
Corporation - Boca Capital First LLLP and Addison Capital
Group LLC" of the Proxy Statement.
(c) Business and background of natural person. Information
regarding any person specified in Instruction C who is a
natural person is incorporated herein by reference to the
Items "The Corporation - Executive Officers and
Directors," "The Corporation - Principal Stockholders" and
"The Corporation - Boca Capital First LLLP and Addison
Capital Group LLC" of the Proxy Statement.
Item 4. Terms of the Transaction.
(a) Material terms. Information regarding the material terms
of the 13e-3 transaction is incorporated herein by
reference to the Item "The Proposed Transaction - Material
Terms" of the Proxy Statement.
(c) Different terms. Information regarding different terms in
connection with the 13e-3 transaction is incorporated
herein by reference to the Item "The Proposed Transaction
- Material Terms" of the Proxy Statement.
(d) Appraisal rights. Information regarding appraisal rights
in connection with the 13e-3 transaction is incorporated
herein by reference to the Item "The Proposed Transaction
- Material Terms - Appraisal Rights" of the Proxy
Statement.
(e) Provisions for unaffiliated security holders. Information
regarding provisions for unaffiliated security holders is
incorporated herein by reference to the Item "The Proposed
Transaction - Special Factors" of the Proxy Statement.
(f) Eligibility for listing or trading. Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) Transactions. Information regarding transactions is
incorporated herein by reference to the Item "The
Corporation - Past Contract, Transactions, Negotiations
and Agreements" of the Proxy Statement.
(b) Significant corporate events. None.
(c) Negotiations or contacts. None.
(e) Agreements involving the subject company's securities.
None.
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Item 6. Purposes of the Transaction and Plans or Proposals.
(b) Uses of securities acquired. Information regarding the use
of the securities is incorporated herein by reference to
the Item "The Proposed Transaction - Material Terms- The
Reverse Stock Split" of the Proxy Statement.
(c) Plans.
(c)(1) None.
(c)(2) None.
(c)(3) None.
(c)(4) Information regarding plans that relate to a
change in the present board of directors or management is
incorporated herein by reference to the Item "The
Corporation - Executive Officers and Directors of the
Proxy Statement.
(c)(5) None.
(c)(6) Information regarding plans that relate to any
class of equity securities to be delisted is incorporated
herein by reference to the Item "The Proposed Transaction
- Material Terms - Delisting of Common Stock" of the Proxy
Statement.
(c)(7) Information regarding plans that relate to the
Company becoming eligible for termination of registration
is incorporated herein by reference to the Item "The
Proposed Transaction - Material Terms - Deregistration of
Common Stock" of the Proxy Statement.
(c)(8) Information regarding plans that relate to the
suspension of the Company's reported obligation is
incorporated herein by reference to the Item "The Proposed
Transaction - Material Terms - Cessation of Public
Reporting Obligations" of the Proxy Statement.
Item 7. Purposes, Alternatives, Reasons and Effects.
(a) Purposes. Information regarding the purposes of the 13e-3
transaction is incorporated herein by reference to the
Item "The Proposed Transaction - Special Factors -
Purpose" of the Proxy Statement.
(b) Alternatives. Information regarding alternatives to the
13e-3 transaction is incorporated herein by reference to
the Item "The Proposed Transaction - Special Factors -
Alternatives" of the Proxy Statement.
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(c) Reasons. Information regarding the reasons for the 13e-3
transaction is incorporated herein by reference to the
Item "The Proposed Transaction -Special Factors - Reasons"
of the Proxy Statement.
(d) Effects. Information regarding the effects of the 13e-3
transaction is incorporated herein by reference to the
Item "The Proposed Transaction - Special Factors -
Effects" of the Proxy Statement.
Item 8. Fairness of the Transaction.
(a) Fairness. Information regarding the fairness of the 13e-3
transaction is incorporated herein by reference to the
Item "The Proposed Transaction - Special Factors -
Fairness of the Proposed Transaction" of the Proxy
Statement.
(b) Factors considered in determining fairness. Information
regarding the factors considered in determining the
fairness of the 13e-3 transaction is incorporated herein
by reference to the Item "The Proposed Transaction -
Special Factors - Fairness of the Proposed Transaction" of
the Proxy Statement.
(c) Approval of security holders. Information regarding the
approval of security holders of the going private
transaction is incorporated herein by reference to the
Item "The Proposed Transaction - Special Factors -
Fairness of the Proposed Transaction" the Proxy Statement.
(d) Unaffiliated representative. Information regarding
unaffiliated representatives in connection with the 13e-3
transaction is incorporated herein by reference to the
Item "The Proposed Transaction - Special Factors -
Fairness of the Proposed Transaction" of the Proxy
Statement.
(e) Approval of directors. Information regarding the approval
by directors of the 13e-3 transaction is incorporated
herein by reference to the Item "The Proposed Transaction
- Special Factors - Fairness of the Proposed Transaction"
of the Proxy Statement.
(f) Other offers. Information regarding other offers is
incorporated herein by reference to the Item "The Proposed
Transaction - Special Factors - Fairness of the Proposed
Transaction" of the Proxy Statement.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a) Report, opinion or appraisal. Information regarding
reports, opinions, or appraisals in connection with of the
13e-3 transaction is incorporated herein by reference to
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the Item "The Proposed Transaction - Special Factors -
Fairness Opinion" of the Proxy Statement.
(b) Preparer and summary of the report, opinion or appraisal.
Information regarding the preparer and a summary of the
fairness opinion is incorporated herein by reference to
the Item "The Proposed Transaction - Special Factors -
Fairness Opinion" of the Proxy Statement.
(c) Availability of documents. Information regarding the
availability of the fairness opinion is incorporated
herein by reference to the Item "The Proposed Transaction
- Special Factors - Fairness Opinion" of the Proxy
Statement.
Item 10. Source and Amounts of Funds or Other Consideration.
(a) Source of funds. Information regarding the sources of
funds for the 13e-3 transaction is incorporated herein by
reference to the Item "The Proposed Transaction - Source
and Amount of Funds or Other Consideration" of the Proxy
Statement.
(b) Conditions. Information regarding the conditions is
incorporated herein by reference to the Item "The Proposed
Transaction - Source and Amount of Funds or Other
Consideration" of the Proxy Statement.
(c) Expenses. Information regarding the expenses is
incorporated herein by reference to the Item "The Proposed
Transaction - Source and Amount of Funds or Other
Consideration" of the Proxy Statement.
(d) Borrowed funds. Information regarding the borrowed funds
is incorporated herein by reference to the Item "The
Proposed Transaction - Source and Amount of Funds or Other
Consideration" of the Proxy Statement.
Item. 11. Interest in Securities of the Subject Company.
(a) Securities ownership. Information regarding ownership of
the Company's security's is incorporated herein by
reference to the Item "The Corporation - Principal
Stockholders" of the Proxy Statement.
(b) Securities transactions. Information regarding
transactions in the common stock of the Company is
incorporated herein by reference to the Item "The
Corporation" of the Proxy Statement.
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Item 12. The Solicitation of Recommendation.
(d) Intent to tender or vote in a going-private transaction.
Information regarding intent to vote in the 13e-3
transaction is incorporated herein by reference to the
Item "The Corporation - Executive Officers and Directors"
and "The Corporation - Boca Capital First LLLP and Addison
Capital Group LLC" of the Proxy Statement.
(e) Recommendations of others. Information regarding
recommendations of others is incorporated herein by
reference to the Item "The Corporation - Executive
Officers and Directors" and "The Corporation - Boca
Capital First LLLP and Addison Capital Group LLC" of the
Proxy Statement.
Item 13. Financial Information.
(a) Financial Information. The audited financial statements of
the Company for the two fiscal years required to be filed
with the Company's most recent annual report under the
Securities Exchange Act of 1934, as amended, are
incorporated herein by reference from pages F-1 through
F-18 of the Company's Annual Report on Form 10-KSB for the
fiscal year ended September 30, 2004. The ratio of
earnings to fixed charges and book value per share
information is incorporated herein by reference to the
Item "The Corporation - Financial Information" of the
Proxy Statement.
(b) Pro forma information. Information regarding the pro forma
information is incorporated herein by reference to the
Item "The Corporation - Financial Information" of the
Proxy Statement.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
(a) Solicitations of recommendations. Not applicable.
(b) Employees and corporate assets. Other than the employees
and officers of the Company used in connection with the
proposal, analysis, consideration, approval and execution
of the 13e-3 transaction, no employee, officer, or asset
of the Company has been or will be used in connection with
the 13e-3 transaction.
Item 15. Additional Information.
(b) Other material information. Information in the Proxy
Statement is incorporated herein by reference.
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Item 16. Exhibits.
(a) Proxy Statement sent to security holders of Capitol First
Corporation in connection with the going private
transaction (incorporated herein by reference to the Proxy
Statement).
(b)(1) Business Loan Agreement, dated April 25, 2002, between
Capitol First Corporation and Boca First Capital, LLLP
(incorporated by reference to Exhibit 10.9 of Form 10-KSB
for the fiscal year ended September 30,2004).
(b)(2) Mortgage Modification, dated September 14, 2004, and
Mortgage Agreement, dated September 27, 2004, between
Capitol First Corporation and Boca First Capital, LLLP
(incorporated by reference to Exhibit 10.10 of Form 10-KSB
for the fiscal year ended September 30, 2004).
(b)(3) Loan Modification and Renewal Agreement, dated September
14, 2004, between Capitol First Corporation and Boca First
Capital, LLLP (incorporated by reference to Exhibit 10.11
of Form 10-KSB for the fiscal year ended September 30,
2004).
(c) Not applicable.
(d) Not applicable.
(f) Statement of appraisal rights of security holders of
Capitol First Corporation in connection with the going
private transaction (incorporated here by reference to the
Proxy Statement).
(g) Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
CAPITOL FIRST CORPORATION
/s/ ASHLEY BLOOM
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Name: Ashley Bloom
Title: Acting President and Chief
Executive Officer
Date: January 27, 2005
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