As filed with the Securities and Exchange Commission on April 23, 1997
Registration No. 333-17117
======================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
SHEFFIELD ACQUISITIONS, INC.
---------------------------------
(Exact Name of registrant as specified in its charter)
Delaware 52-1995536 6770
- ----------------- ---------------- ---------------
State or other (I.R.S. Employer (Primary Standard
jurisdiction of Identification Standard Indus-
incorporation Number) trial Classifica-
or organization) tion Code Number)
----------
1504 R Street, N.W.
Washington, D.C. 20009
(202) 387-1782
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
James M. Cassidy, President
Sheffield Acquisitions, Inc.
1504 R Street, N.W.
Washington, D.C. 20009
(202) 387-1782
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount of
Title of Offering Aggregate Regis-
Securities Amount to be Price Offering tration
to be Registered per Share Price Fee
Registered (1) (2)
- -------------------------------------------------------------------------------
Shares of Common 500,000 $.00 $.00 $.00
Stock par value
$.0001 to be distrib-
uted as a dividend
Total $.00 $100(3)
(1) Based upon the maximum number of shares of Sheffield Common Stock
estimated to be distributed as a dividend. No consideration will be
paid for the securities.
(2) Estimated solely for the purpose of calculating the registration
fee.
(3) Paid by electronic transfer.
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 SECTION 8(A), MAY DETERMINE.
PROSPECTUS
SHEFFIELD ACQUISITIONS, INC.
500,000 Shares of Common Stock
This Prospectus is being furnished to holders of common stock of
Thornbury Capital Corporation ("Thornbury Capital") by Sheffield Acquisitions,
Inc. ("Sheffield"), a blank check company, in connection with the distribution
(the "Distribution") to them of up to 500,000 shares (the "Dividend Shares") of
common stock of Sheffield, par value $.0001 per share (the "Sheffield Common
Stock"). SEE "BUSINESS--The Distribution". In the Distribution, each
Thornbury Capital stockholder will receive one Dividend Share for each share of
Thornbury Capital common stock owned as of the date of distribution of the
Dividend Shares (the "Distribution Date"). Neither Thornbury Capital nor
Sheffield will receive any cash or other proceeds from the Distribution, and
Thornbury Capital stockholders will not make any payment for the Dividend
Shares. SEE "BUSINESS--The Distribution."
Sheffield has been formed to provide a method for a foreign or
domestic private company to become a reporting (public) company whose securities
are qualified for trading in the United States secondary market. Sheffield
will attempt to locate and negotiate with a Target Business for the merger of
that Target Business into Sheffield. In certain instances, a Target Business
may wish to become a subsidiary of Sheffield or contribute assets to Sheffield
rather than merge. No assurances can be given that Sheffield will be success-
ful in locating or negotiating with any Target Business.
THE DISTRIBUTION OF THE DIVIDEND SHARES WILL BE
CONDUCTED IN ACCORDANCE WITH RULE 419 ("RULE 419")
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THE DIVIDEND SHARES WILL BE HELD IN ESCROW UNTIL THE
COMPLETION OF A BUSINESS COMBINATION (AS DEFINED HEREIN)
IN COMPLIANCE WITH RULE 419. SEE "BUSINESS--ESCROW OF
DIVIDEND SHARES" AND "INVESTORS' RIGHTS AND SUBSTANTIVE
PROTECTION UNDER RULE 419".
There is no current public trading market for the Dividend Shares and
none is expected to develop, if at all, until after a Business Combination, if
such occurs.
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE
RISK FACTORS" CONTAINED IN THIS PROSPECTUS BEGINNING ON
PAGE 18.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Maximum Price Underwriting Discounts Proceeds
to Public (1) and Commissions to Sheffield
Per Share $0.00 -0- $0.00
Total $0.00 -0- $0.00
(1) No consideration will be paid by Thornbury Capital stockholders in
connection with the distribution of the Dividend Shares.
-------------------------
The date of this Prospectus is __________, 1997.
THE SHAREHOLDERS OF THORNBURY RESIDE IN THE STATES OF
NEW YORK AND THE DISTRICT OF COLUMBIA. NO REGISTRATION
OF THE DIVIDEND SHARES IS REQUIRED IN NEW YORK OR THE
DISTRICT OF COLUMBIA. IF THORNBURY CAPITAL SHOULD OBTAIN
SHAREHOLDERS FROM OTHER JURISDICTIONS AND IF A
DISTRIBUTION IS TO BE MADE TO THEM, IT WILL, WHERE POSSIBLE,
RELY UPON SELF-EXECUTING EXEMPTIONS AS ARE AVAILABLE IN
THE STATES OF ALASKA, ALABAMA, ARIZONA, ARKANSAS,
CONNECTICUT, FLORIDA, GEORGIA, ILLINOIS, KANSAS, KENTUCKY,
LOUISIANA, MARYLAND, MASSACHUSETTS, MICHIGAN, MISSISSIPPI,
MISSOURI, NEVADA, NEW JERSEY, NEW MEXICO, NORTH CAROLINA,
OKLAHOMA, OREGON, SOUTH CAROLINA, SOUTH DAKOTA,
TENNESSEE, AND TEXAS. (EACH OF THE FOREGOING STATES,
INCLUDING NEW YORK AND THE DISTRICT OF COLUMBIA, ARE
HEREINAFTER COLLECTIVELY REFERRED TO AS THE "INITIAL
DISTRIBUTION STATES").
IN ORDER TO RECEIVE DIVIDEND SHARES IN THE DISTRIBUTION,
STOCKHOLDERS MUST BE RESIDENTS OF THE INITIAL DISTRIBUTION
STATES. PERSONS WHO ARE NOT RESIDENTS OF THE INITIAL
DISTRIBUTION STATES WILL NOT RECEIVE DIVIDEND SHARES UNTIL
DISTRIBUTION TO SUCH PERSONS CAN BE MADE IN COMPLIANCE
WITH APPLICABLE STATE SECURITIES LAWS. SEE "RISK FACTORS--
DISTRIBUTION AND RESALES OF THE DIVIDEND SHARES UNDER
STATE SECURITIES LAWS--THE NATIONAL SECURITIES MARKET
IMPROVEMENTS ACT OF 1996." IF SUCH COMPLIANCE CANNOT BE
MADE IN ANY STATE OR STATES (OR IF SUCH COMPLIANCE WOULD
BE BURDENSOME IN THE OPINION OF MANAGEMENT)
SHAREHOLDERS OF THORNBURY CAPITAL IN SUCH STATES WOULD
NOT PARTICIPATE IN THE DISTRIBUTION.
THE COMPANY'S OFFERING IS SUBJECT TO THE PROVISIONS OF
RULE 419. WHILE HELD IN THE ESCROW ACCOUNT, RULE 15G-8
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
MAKES IT UNLAWFUL FOR ANY PERSON TO SELL OR OFFER TO SELL
THE DEPOSITED SECURITIES (OR ANY INTEREST IN OR RELATED TO
THE DEPOSITED SECURITIES). INVESTORS ARE PROHIBITED FROM
MAKING ANY ARRANGEMENTS TO SELL THE DEPOSITED SECURITIES
UNTIL THEY ARE RELEASED FROM THE ESCROW ACCOUNT. SEE
"RISK FACTORS" AND "PROHIBITIONS AGAINST SALE OF SECURITIES
BEFORE RELEASE FROM ESCROW."
AVAILABLE INFORMATION
Sheffield has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 (the "Registration
Statement") under the Securities Act with respect to the securities offered
hereby. This Prospectus does not contain all the information contained in the
Registration Statement. For further information regarding Sheffield and the
securities offered hereby, reference is made to the Registration Statement,
including all exhibits and schedules thereto, which may be inspected without
charge at the public reference facilities of the Commission's Washington, D.C.
office, 450 Fifth Street, N.W., Washington, D.C. 20549. Each statement
contained in this Prospectus with respect to a document filed as an exhibit to
the Registration Statement is qualified by reference to the exhibit for its
complete terms and conditions.
After the Distribution, Sheffield will be subject to the informational
requirements of the Securities Exchange Act of 1934 ("Exchange Act") and in
accordance therewith will file reports and other information with the Commis-
sion. Reports, proxy statements and other information filed by the Company can
be inspected and copied on the Commission's home page on the World Wide Web at
http://www.sec.gov or at the public reference facilities of the Commission,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as the
following Regional Offices: 7 World Trade Center, Suite 1300, New York, N.Y.
10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois. 60661-2511. Such material can also be inspected at the New York,
Boston, Midwest, Pacific and Philadelphia Stock Exchanges. Copies can be
obtained from the Commission by mail at prescribed rates. Request should be
directed to the Commission's Public Reference Section, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549.
Sheffield intends to furnish its stockholders with annual reports containing
audited financial statements and such other reports as may be required by
law.
EXPLANATORY NOTE
Sheffield has been formed to provide a method for a foreign or domestic
private company ("Target Business") to become a reporting ("public") company
whose securities are qualified for trading in the United States secondary
market.
Sheffield will attempt to locate and negotiate with a Target Business for
the merger of that Target Business into Sheffield. In certain instances, a
Target Business may wish to become a subsidiary of Sheffield or may wish to
contribute assets to Sheffield rather than merge. No assurances can be given
that Sheffield will be successful in locating or negotiating with any Target
Business.
There are certain perceived benefits to being a reporting company with a
class of publicly-traded securities. These are commonly thought to include the
following:
* the ability to use registered securities to make
acquisition of assets or businesses;
* increased visibility;
* the facilitation of borrowing from financial
institutions;
* improved trading efficiency;
* shareholder liquidity;
* greater ease in subsequently raising capital;
* compensation of key employees through stock
options;
* enhanced corporate image;
* a presence in the United States capital market.
A Target Company, if any, which may be interested in a Business
Combination with Sheffield may include the following:
* a company for whom a primary purpose of becoming
public is the use of its securities for the acquisition
of assets or businesses;
* a company which is unable to find an underwriter of
its securities or is unable to find an underwriter of
securities on terms acceptable to it;
* a company which wishes to become public with less
dilution of its common stock than would occur upon
an underwriting;
* a company which believes that it will be able obtain
investment capital on more favorable terms after it
has become public;
* a foreign company which may wish an initial entry
into the United States securities market;
* a special situation company, such as a company
seeking a public market to satisfy redemption
requirements under a qualified Employee Stock
Option Plan;
* a company seeking one or more of the other
perceived benefits of becoming a public company.
A Business Combination with a Target Business will normally involve the
transfer to the Target Business of the majority of common stock of Sheffield,
and the substitution by the Target Business of its own management and board of
directors. If a Business Combination is concluded between Sheffield and a
Target Business, shareholders of Thornbury Capital will also become share-
holders of Sheffield.
The Dividend Shares will be held in escrow by the Distribution Agent and
will not be released until after a Business Combination. The negotiation of a
Business Combination and its terms will be conducted exclusively by Management
of Sheffield and will not be subject to the vote or approval of the Thornbury
Capital shareholders. There are no restrictions imposed upon Management or
binding criteria established in regard to selection of a Target Business.
If a Business Combination occurs, Thornbury Capital shareholders to
whom the Dividend Shares are distributed will receive a Post-Effective
Amendment to this Registration Statement describing the Business Combination
before the Dividend Shares are released from escrow. Any persons purchasing
the Dividend Shares following their release from escrow should read carefully
the Post-Effective Amendment which describes the Business Combination.
No assurances can be given that Sheffield will be able to enter into a
Business Combination, as to the terms of a Business Combination, or as to the
nature of the Target Business. If a Business Combination is not completed
within 18 months of the effective date of the Registration Statement of which
this Prospectus is a part, the offering will terminate and the Dividend Shares
will be deregistered.
GLOSSARY
"Blank Check" Company Pursuant to the definition contained in Rule
419, a blank check company is a development
stage company that has no specific business
plan or purpose or has indicated that its
business plan is to engage in a merger or
acquisition with an unidentified company or
companies, or other entity or person; and is
issuing "penny stock" as defined in Rule
3a51-1 under the Securities Exchange Act of
1934.
Business Combination The negotiated transaction between Sheffield
and a Target Business; such transaction may
be a merger, purchase of assets or other
combination.
Distributing Company Thornbury Capital, whose shareholders will
receive the Dividend Shares.
Distribution The distribution to the shareholders of
Thornbury Capital of the Dividend Shares.
Distribution Agent Comprehensive Capital, Inc., 1600 Stewart
Avenue, Suite 704, Westbury, New York
11590, which will hold the Dividend Shares
in escrow until distribution to the
shareholders of Thornbury Capital or return
to Sheffield.
Distribution Date The date on which the Dividend Shares are
delivered to the Distribution Agent.
Dividend Shares The 500,000 shares of Sheffield Common
Stock, which are contained in the Registration
Statement of which this Prospectus is a part,
to be distributed to shareholders of Thornbury
Capital as a stock dividend.
Exchange Act The Securities Exchange Act of 1934.
Expiration Date The date of expiration of the Subscription
Period.
Management James M. Cassidy is the sole shareholder and
Director of Sheffield, the sole shareholder
and director of Pierce Mill, and a controlling
shareholder of Thornbury Capital.
"Penny Stock" As defined in Rule 3a51-1 under the
Exchange Act, a "penny stock" is any equity
security other than a security (i) that is a
reported security (ii) that is issued by an
investment company (iii) that is a put or call
issued by the Option Clearing Corporation;
(iv) that has a price of $5.00 or more (except
for purposes of Rule 419); (v) that is
registered on a national securities exchange;
(vi) that is authorized for quotation on the
Nasdaq Stock Market, unless other provisions
of Rule 3a51-1 are not satisfied; or (vii) that
is issued by an issuer with (a) net tangible
assets in excess of $2,000,000, if in
continuous operation for more than three
years or $5,000,000 if in operation for less
than three years or (b) average revenue of at
least $6,000,000 for the last three years.
Pierce Mill Pierce Mill Associates, Inc., a private
company owned by Management of Sheffield.
Pierce Mill has purchased 4,500,000 shares
of Sheffield Common Stock.
Post-Effective Amendment An amendment to this Registration Statement
to be filed upon finalization of an agreement
to a Business Combination. The Post-
Effective Amendment will describe the
transaction and the Target Business, including
audited financial statements.
Rule 419 Rule 419 of the General Rules and
Regulations of the Securities and Exchange
Commission which rule governs offerings of
securities by blank check companies and is
applicable to the transactions described in
this Prospectus.
Securities Act The Securities Act of 1933, as amended.
Sheffield Sheffield Acquisitions, Inc., the company
whose common stock is the subject of this
Registration Statement and which common
stock is intended for distribution to the
shareholders of Thornbury Capital
Corporation.
Subscription Period The 20-day period of time after effectiveness
of a Post-Effective Amendment describing a
Target Business during which Thornbury
Capital shareholders will have the right to
elect to accept the Dividend Shares and
become shareholders of Sheffield.
Target Business A company to be selected by Sheffield with
which to enter into a Business Combination.
Thornbury Capital Thornbury Capital Corporation, the company
whose shareholders will receive the
distribution of the Dividend Shares.
SUMMARY
The following is a summary of certain information contained elsewhere in
this Prospectus and is qualified in its entirety by reference to, and should be
read in conjunction with, the detailed information and financial statements con-
tained herein. Capitalized terms not defined in this Summary are defined
elsewhere in this Prospectus.
DISTRIBUTING COMPANY Thornbury Capital Corporation, a Delaware
corporation ("Thornbury Capital").
DISTRIBUTED COMPANY Sheffield Acquisitions, Inc. ("Sheffield"), a
blank check company, was formed on
September 25, 1996 to serve as a vehicle to
seek and effect a merger, exchange of capital
stock, asset acquisition or other business
combination (a "Business Combination") with
a domestic or foreign private business (a
"Target Business"). Thornbury Capital
purchased the Dividend Shares and is making
the Distribution in order to provide its
shareholders with the opportunity to
participate in ownership of a Target Business.
BUSINESS PURPOSE OF
SHEFFIELD Sheffield was established to acquire a foreign
or domestic Target Business. In seeking a
Target Business, Sheffield may consider,
without limitation, businesses which (i) offer
or provide services or develop, or
manufacture goods in the United States or
abroad, (ii) engage in wholesale or retail
distribution, or (iii) engage in financial
services or similar industries. Sheffield has
not entered into any negotiations with any
entity or representatives of any entity
regarding a Business Combination.
PRINCIPAL STOCKHOLDERS After the Distribution, Thornbury Capital
stockholders will own an aggregate of
500,000 shares of Sheffield Common Stock
(10% of the then outstanding Sheffield
Common Stock) and Pierce Mill Associates,
Inc. ("Pierce Mill") will own 4,500,000
shares of Sheffield Common Stock (90% of
the then outstanding Sheffield Common
Stock). Pierce Mill owns 90% of the
outstanding stock Thornbury Capital and, as
such, will receive 90% of the Dividend
Shares. James Cassidy, the President and
Director of Sheffield, is the sole shareholder
of Pierce Mill and, as such, is considered the
beneficial owner of the 4,500,000 shares of
Sheffield Common Stock owned by Pierce
Mill and the 450,000 Dividend Shares to be
received by Pierce Mill.
SECURITIES TO BE
DISTRIBUTED Thornbury Capital will distribute to its
shareholders up to 500,000 Dividend Shares.
Sheffield will effect the Distribution of the
Dividend Shares on the Distribution Date by
delivering the Dividend Shares to
Comprehensive Capital, Inc., Westbury, New
York, as the distribution agent (the
"Distribution Agent"). The Dividend Shares
will be held in escrow by the Distribution
Agent until released as provided herein. See
"BUSINESS--Escrow of Dividend Shares."
No stockholder of Thornbury Capital will be
required to pay any cash or other
consideration for the Dividend Shares
received in the Distribution or to surrender
or exchange shares of Thornbury Capital
common stock. The Distribution will not
affect the number of outstanding shares of
Thornbury Capital common stock.
DISTRIBUTION CONDUCTED
IN COMPLIANCE
WITH RULE 419 The Distribution of the Dividend Shares is
being conducted in compliance with Rule 419
("Rule 419") of the General Rules and
Regulations of the Securities and Exchange
Commission (the "Commission"). Holders of
the Dividend Shares have certain rights
under, and will receive the substantive
protection provided by, Rule 419. To that
end, the Dividend Shares will be deposited
into an escrow account until a Business
Combination is completed and a
Post-Effective Amendment describing the
Business Combination has been declared
effective by the Commission.
Within five days from the effective date of
the Post-Effective Amendment, Sheffield is
required to furnish Sheffield stockholders
the prospectus contained in the Post-
Effective Amendment which prospectus will
contain information regarding the Target
Business, including audited financial
statements. Each
shareholder of Thornbury Capital will have
20 days following the Effective Date of the
Post-Effective Amendment to decide whether
to participate in the Distribution.
If Sheffield does not complete an acquisition
which meets the specified criteria, none of
the Dividend Shares will be issued. SEE
"RISK FACTORS--Investors' Rights and
Substantive Protection under Rule 419" and
"BUSINESS--The Distribution."
DISTRIBUTION RATIO One share of Sheffield Common Stock for
every one share of Thornbury Capital
common stock.
DISTRIBUTION AGENT Comprehensive Capital, Inc., 1600 Stewart
Avenue, Suite 704, Westbury, New York
11590, telephone 516/832-8600, and telecopy
516/832-8648. The Distribution Agent is a
member firm of the National Association of
Securities Dealers, Inc. and meets the
definitional requirements of Rule
419(b)(1)(i)(B) relating to the deposit of
securities and proceeds in an escrow account.
FEDERAL INCOME TAX
CONSEQUENCES The receipt of Dividend Shares is expected to
be taxable to Thornbury Capital stockholders
for federal income tax purposes. The income
tax considerations applicable to the
Distribution are discussed under "BUSINESS-
-Federal Income Tax Consequences of the
Distribution."
ESCROW OF DIVIDEND
SHARES Following the effective date of the
Registration Statement of which this
Prospectus is a part, the Dividend Shares
will be placed in escrow with the
Distribution Agent. The Dividend Shares
will not be transferable except as provided
by Rule 419. he Dividend Shares will be
released from escrow upon consummation of a
Business Combination and effectiveness of a
Post-Effective Amendment which describes the
Business Combination.
RELATIONSHIP BETWEEN
THORNBURY CAPITAL AND
SHEFFIELD AFTER THE
DISTRIBUTION Thornbury Capital itself will have no stock
ownership in Sheffield after the Distribution.
In the event that any of the Dividend Shares
are not distributed to Thornbury Capital
stockholders because of regulatory or other
reasons, Thornbury Capital will hold such
Dividend Shares until such Dividend Shares
are distributed, if such occurs. It is not
expected that such ownership will be material
in amount, or will be material to Thornbury
Capital.
RISK FACTORS The Dividend Shares distributed hereby
involve a high degree of risk. There is
currently no public market for the Dividend
Shares or Sheffield Common Stock and no
public market is expected to develop until
such time, if ever, that a Business
Combination occurs. There can be no
assurance that a public market will develop or
continue for any sustained period of time
after completion of a Business Combination.
Other risk factors include but are not limited
to: Sheffield's lack of operating history and
limited resources and intense competition in
selecting a Target Business and effecting a
Business Combination. SEE "RISK
FACTORS" and "USE OF PROCEEDS".
REPORTING OBLIGATIONS After the Distribution, Sheffield will be
subject to the informational requirements of
the Securities Exchange Act of 1934
("Exchange Act") and in accordance
therewith will file reports and other
information with the Commission. Reports,
proxy statements and other information filed
by Sheffield can be inspected and copied on
the Commission's home page on the World
Wide Web at http://www.sec.gov or at the
public reference facilities of the Commission,
Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 as well as the
following regional offices: 7 World Trade
Center, Suite 1300, New York, New York;
and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-
2511. Copies can be obtained from the
Commission by mail at prescribed rates by
request made to the Commission's Public
Reference Section, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549.
SUMMARY FINANCIAL INFORMATION
The summary financial information set forth below is derived from the
more detailed financial statements appearing elsewhere in this Prospectus. This
information should be read in conjunction with such financial statements,
including the notes thereto.
December 31, 1996
------------------------------------------
Balance Sheet Data:
Working capital (1) $ 3,492
Total assets $ 5,000
Total liabilities $ -0-
Stockholders' equity $ 5,000
(1) Gives effect to the purchase by Pierce Mill Associates, Inc. of 4,500,000
shares of Sheffield Common Stock for $4,500 and the purchase by
Thornbury Capital of 500,000 shares of Sheffield Common Stock for $500.
INVESTORS' RIGHTS AND SUBSTANTIVE
PROTECTION UNDER RULE 419
DEPOSIT OF SECURITIES INTO ESCROW
Rule 419 of the General Rules and Regulations of the Commission
requires that the Dividend Shares be deposited into an escrow or trust account
governed by an agreement which contains certain terms and provisions specified
by Rule 419. Under Rule 419, the Dividend Shares will be deposited with the
Distribution Agent in an escrow account and released to Thornbury Capital
shareholders only after Sheffield has executed an agreement for a Business
Combination and has filed a Post-Effective Amendment, which has been declared
effective, which includes the terms of the Business Combination and contains
prescribed information regarding the Target Business, including audited
financial statements. After Sheffield submits a signed representation to the
Distribution Agent that the requirements of Rule 419 have been met and after
the acquisition is consummated, the Distribution Agent will release the
Dividend Shares.
Accordingly, Sheffield has entered into an escrow agreement with the
Distribution Agent which provides that the Dividend Shares, and any shares
issued with respect to stock splits, stock dividends or similar rights in
connection therewith, are to be deposited directly into the escrow account
following issuance. The identities of the stockholders are to be included on
the stock certificates. The
Dividend Shares held in the escrow account are to remain as issued and deposited
and are to be held for the sole benefit of the stockholders who retain the
voting rights, if any, with respect to the Dividend Shares held in their names.
The Dividend Shares held in the escrow account may not be transferred,
disposed of nor any interest created therein other than by will or the laws of
descent and distribution, pursuant to a qualified domestic relations order as
defined by the Internal Revenue Code of 1986 or pursuant to the Employee
Retirement Income Security Act.
NO FAIR VALUE ACQUISITION CRITERIA
Rule 419 requires that before any escrowed funds or securities can be
released from escrow a company subject to Rule 419 must, among other actions,
first execute an agreement to acquire a Target Business or assets whose "fair
value" represents at least 80% of the escrowed proceeds including the maximum
proceeds to be received from the exercise or conversion of any warrants or other
securities offered. There will be no proceeds raised from the Distribution
since the Dividend Shares are being distributed without cost, nor will
Sheffield issue any warrants or other securities as part of the Distribution.
As a result, there will be no fair value or other economic test of a Target
Business or assets acquired by Sheffield.
POST-EFFECTIVE AMENDMENT
Once an agreement governing the acquisition of a Target Business has
been executed, Rule 419 requires Sheffield to update its Registration Statement
with a Post-Effective Amendment. The Post-Effective Amendment must contain
information about the Target Business, including audited financial statements.
Within 5 days following the Effective Date of the Post-Effective Amendment,
Sheffield will send to each shareholder of Thornbury Capital eligible to
participate in the Distribution the prospectus which forms a part of the Post-
Effective Amendment. Each such person shall have 20 days from the effective
date of the Post-Effective Amendment to elect to participate in the
Distribution.
RELEASE OF ESCROWED SECURITIES
The Dividend Shares may be released from escrow and delivered to the
stockholders of Thornbury Capital after the Distribution Agent has received a
signed representation from Sheffield and any other evidence acceptable to the
Distribution Agent that:
(a) Sheffield has executed an agreement for a Business Combination;
(b) A Post-Effective Amendment describing the Target Business as
provided by Rule 419 has been declared effective and has been delivered, within
five business days of its effective date, to each stockholder; and
(c) The Business Combination has been completed as provided by Rule 419.
If a Business Combination is not consummated within 18 months from the
date of the Post-Effective Amendment, the Dividend Shares held in the escrow
account shall be returned to Sheffield and all rights accruing to the
stockholders of Thornbury Capital in regard to such Dividend Shares will cease.
SHEFFIELD ACQUISITIONS, INC.
ORGANIZATION AND BACKGROUND OF SHEFFIELD
ACQUISITIONS, INC.
Sheffield Acquisitions, Inc. ("Sheffield") is a blank check company and
was incorporated under the laws of the State of Delaware on September 25, 1996
to seek a Business Combination with a Target Business. The purchase of
Dividend Shares by Thornbury Capital, and the Distribution, is intended to
provide stockholders of Thornbury Capital with an opportunity to participate and
benefit from such a Business Combination through ownership of the Dividend
Shares. In connection with the organization of Sheffield, Pierce Mill has been
issued 4,500,000 Shares of Sheffield Common Stock at a purchase price of $.001
per Share and Thornbury Capital has been issued 500,000 Shares of Sheffield
Common Stock at a price of $.001 per Share. SEE "THE DISTRIBUTION--
Manner of Effecting the Distribution".
Thornbury Capital purchased the Dividend Shares and is participating in
the Distribution in order to provide its shareholders with the opportunity to
participate in ownership of such Target Business. Thornbury Capital
stockholders are not obligated to make any payments in exchange for the
Dividend Shares.
BUSINESS OBJECTIVE
Sheffield is seeking to effect a Business Combination through the issuance
of its authorized but unissued stock as consideration for the Target Business.
Sheffield will seek to acquire a foreign or domestic Target Business. In
seeking a Target Business, Sheffield will consider, without limitation,
businesses which (i) offer or provide services or develop and manufacture goods
in the United States or abroad, (ii) engage in wholesale or retail distribution
or, (iii) engage in financial services or similar industries. Sheffield has
not had any negotiations with representatives of any entity regarding a
Business Combination. Sheffield may, under certain circumstances, seek to
effect Business Combinations with more than one Target Business, but it is
unlikely that it will do so.
In evaluating a prospective Target Business, Management will consider,
among other factors, the following: (i) costs associated with effecting the
Business Combination; (ii) equity interest in the Target Business; (iii) growth
potential of the Target Business; (iv) experience and skill of management of
the Target Business; (v) capital requirements of the Target Business; (vi)
competitive position of the Target Business; (vii) stage of development of the
Target Business; (viii) degree of current or potential market acceptance of the
Target Business; (ix) proprietary features and degree of intellectual property
or other protection of the Target Business; and (x) the regulatory environment
in which the Target Business operates.
BUSINESS EXPERIENCE OF MANAGEMENT
James M. Cassidy, the President and Director of Sheffield, is an attorney
specializing in securities and corporate law and constitutes the current
Management of Sheffield. Management has no specific expertise or experience
in the selection of a Target Business. Management does not have the resources
for an in-depth examination of a Target Business, and may be required, in great
part, to rely upon the representations of management of the Target Business
concerning its operations and history. In addition, Management will resign upon
a Business Combination and thereafter Sheffield will be controlled by others
whose identity and skills are not known at this time. SEE "MANAGEMENT".
Sheffield may, from time to time, retain other persons or entities to assist in
locating or evaluating a Target Business.
NO OPPORTUNITY FOR STOCKHOLDER EVALUATION OR APPROVAL
OF A BUSINESS COMBINATION
The stockholders of Sheffield will, in all likelihood, neither receive nor
otherwise have the opportunity to evaluate any financial or other information
which will be made available to Sheffield in connection with selecting a
potential Target Business until after Sheffield has entered into a definitive
agreement to effectuate a Business Combination or until after a Business
Combination is consummated. As a result, stockholders of Sheffield will be
dependent on the judgment of Management in connection with the selection of a
Target Business and the terms of any Business Combination.
Under the Delaware General Corporation Law, various forms of Business
Combinations can be effected without stockholder approval, such as where shares
of common stock are issued as consideration for the Target Business. The
Delaware General Corporation Law requires approval of certain mergers and
consolidations by a majority of the outstanding stock entitled to vote.
Management is the sole shareholder of Pierce Mill which, in turn,is the owner of
90% of the common stock of Thornbury Capital and, as such, will receive 90%
of the Dividend Shares. As a result, Management is in a position to cause
Thornbury Capital to approve a Business Combination without the approval of
any other stockholders.
The form of Business Combination will have an impact upon the
availability of dissenters' rights (i.e., the right to receive fair payment with
respect to the Sheffield Common Stock) to stockholders disapproving of the
proposed Business Combination. Under current Delaware law, only a merger or
consolidation may give rise to a stockholder vote and to dissenters' rights.
Even if stockholders of Sheffield are afforded the right to approve a Business
Combination, no dissenters' rights to receive fair payment will be available for
stockholders if Sheffield is to be the surviving corporation unless the
Certificate of Incorporation of Sheffield is amended and as a result thereof:
(i) alters or abolishes any preferential right of such stock; (ii) creates,
alters or abolishes any provision or right in respect of the redemption of such
shares or any sinking fund for the redemption or purchase of such shares;
(iii) alters or abolishes any preemptive right of such holder to acquire shares
or other securities; or (iv) excludes or limits the right of such holder to
vote on any matter, except as such right may be limited by the voting rights
given to new shares then being authorized of any existing or new class.
Management does not expect that stockholders will be entitled to dissenters'
rights.
OFFICES
Sheffield's principal executive offices are located at 1504 R Street, N.W.,
Washington, D.C. 20009 and its telephone number is 202/387-1782. SEE
"BUSINESS--Facilities".
RISK FACTORS
NO OPERATING HISTORY; LIMITED RESOURCES; NO PRESENT
SOURCE OF REVENUES
Sheffield, organized on September 25, 1996, is a development stage
company and has not, as of the date hereof, attempted to seek a Business
Combination. Sheffield has no operating history and, accordingly,there is only a
limited basis upon which to evaluate Sheffield's prospects for achieving its
intended business objectives. To date, Sheffield's efforts have been limited to
organizational activities and the preparation of the Registration Statement of
which this Prospectus is a part. Sheffield has limited resources and has had no
revenues to date. In addition,Sheffield will not achieve any revenues until,
at the earliest, the consummation of a Business Combination. Moreover, there
can be no assurance that any Target Business, at the time of Sheffield's
consummation of a Business Combination, or at any time thereafter, will derive
any material revenues from its operations or operate on a profitable basis.
SEE "BUSINESS."
UNSPECIFIED BUSINESS
Stockholders of Sheffield will not have an opportunity to evaluate the
specific merits or risks of any Business Combinations. As a result, investors
will be dependent on the judgment of Management in connection with the
selection of a Target Business. There can be no assurance that determinations
ultimately made by Sheffield will permit Sheffield to achieve its business
objectives. However, stockholders entitled to receive Dividend Shares will be
entitled to elect whether to become shareholders of Sheffield after agreement
to a Business Combination. SEE "INVESTORS' RIGHTS AND SUBSTANTIVE
PROTECTION UNDER RULE 419" and "BUSINESS."
DEPENDENCE UPON MANAGEMENT
The ability of Sheffield to successfully effect a Business Combination
will be largely dependent upon the efforts of its Management. SEE
"MANAGEMENT". James Cassidy, the President and director of Sheffield, is
an attorney specializing in securities and corporate law and constitutes the
current Management of Sheffield. Sheffield has not entered into employment
agreement or other understanding with Mr. Cassidy or obtained any "key man"
life insurance on his life. The loss of the services of Mr. Cassidy could
have a material adverse effect on Sheffield's ability to successfully achieve
its business objectives. Mr. Cassidy will devote such time as reasonably
necessary to carry out the business and affairs of Sheffield, including the
evaluation of potential Target Businesses and the negotiation of a Business
Combination, and, as a result, the amount of time devoted to the business and
affairs of Sheffield may vary significantly, depending upon, among other things,
whether Sheffield has identified a Target Business or is engaged in active
negotiation of a Business Combination. Sheffield will rely upon the abilities
of Mr. Cassidy to select and negotiate a Business Combination. SEE "BUSINESS"
and "CONFLICTS OF INTEREST."
CONFLICTS OF INTEREST
Mr. Cassidy, and other persons that may be associated with Sheffield prior
to a Business Combination, may be engaged in business activities with other
blank check companies similar to Sheffield. Such persons may have conflicts of
interest in determining to which entity a particular business opportunity
should be presented. In general, officers and directors of a corporation
incorporated under the laws of the State of Delaware are required to present
certain business opportunities to such corporation. Accordingly, as a result
of multiple business affiliations, certain of Sheffield's directors and its
executive officers may have similar legal obligations to present certain
business opportunities to multiple entities. There can be no assurance that
any of the foregoing conflicts will be resolved in favor of Sheffield. SEE
"CONFLICTS OF INTEREST."
Mr. Cassidy is the sole shareholder of Pierce Mill which owns 4,500,000
shares of Sheffield Common Stock. If a particular Business Combination is
presented to Sheffield which offers terms favorable to Pierce Mill, such as a
cash or other buy-out of its shares, or other terms which would be advantageous
to Pierce Mill or Mr. Cassidy, such Business Combination may be preferred and
accepted over other Business Combinations presented. SEE "CONFLICTS OF
INTEREST."
CONTROL BY PRESENT STOCKHOLDERS
Following the Distribution, Pierce Mill will own approximately 90% of
the issued and outstanding Sheffield Common Stock. Accordingly, Pierce Mill
will be in a position to elect all of Sheffield's directors, approve amendments
to Sheffield's Certificate of Incorporation, and otherwise direct the affairs of
Sheffield. Mr. Cassidy, President and Director of Sheffield, is the sole
shareholder and director of Pierce Mill. SEE "DESCRIPTION OF
SECURITIES" and "MANAGEMENT--Conflicts of Interest".
LIMITED ABILITY TO EVALUATE TARGET BUSINESS MANAGEMENT
While Management intends to examine the management of a prospective
Target Business in connection with its evaluation of the desirability of
effecting a Business Combination with such Target Business, there can be no
assurance that Sheffield's assessment of such management will prove to be
correct. Mr. Cassidy has limited experience in locating, selecting and
negotiating a Business Combination as a principal. It is unlikely that Mr.
Cassidy or any of Sheffield's pre-acquisition directors or officers, if any,
will remain associated with Sheffield following a Business Combination, and, if
so, it is unlikely that Mr. Cassidy or any pre-acquisition director or officer
will devote a substantial portion of their time to the affairs of Sheffield
subsequent thereto. Moreover, there can be no assurance that such personnel
will have significant experience or knowledge relating to the operations of
the Target Business acquired by Sheffield. There can be no assurance that
the future management of Sheffield will have the necessary skills,
qualifications or abilities to manage a public company. Prior to the election
to become shareholders of Sheffield, Thornbury Capital stockholders will
receive a Post-Effective Amendment which will, among other items, describe new
management of the Target Business. SEE "BUSINESS" and "MANAGEMENT."
USE OF CONSULTANTS, FINDERS AND ADVISORS
While it is not presently anticipated that Sheffield will engage professional
firms specializing in business acquisitions prior to a Business Combination,
such firms may be retained if Management deems it in the best interest of
Sheffield. Compensation to a professional acquisition firm may take various
forms, including fixed cash payments, payments based on a percentage of
revenues or product sales volume, payments involving issuance of equity
securities or any combination of these or other compensation arrangements.
As of the date of this Prospectus, Sheffield has not entered into any
agreements with any professional acquisition firm. SEE "BUSINESS--Use of
Consultants, Finders and Advisors" and "USE OF PROCEEDS."
In connection with its investigation of a Target Business and in order to
supplement the business experience of Management, Sheffield may employ
accountants, technical experts, appraisers, attorneys, or other consultants or
advisors. Furthermore, it is anticipated that such persons may be engaged by
Sheffield on an independent basis without a continuing fiduciary or other
obligation to Sheffield. Sheffield will not employ any of its officers or
directors as consultants or advisors.
It is possible that a potential Target Business may have an arrangement
with a consultant, advisor, attorney, accountant or other entity and require the
continued use of such entity as part of the terms of the Business Combination.
In addition, a consultant, advisor, attorney, accountant or other entity
may make continuation of its services a precondition to the introduction of
a particular Target Business to Sheffield. Such terms would be considered in
evaluating the merits of a proposed Business Combination. SEE "BUSINESS."
SEEKING TO ACHIEVE PUBLIC TRADING MARKET THROUGH
BUSINESS COMBINATION
A Business Combination may involve the acquisition of, or merger with, a
Target Business which does not need substantial additional capital but which
desires to establish a public trading market for its shares, while avoiding
what it may deem to be the difficulties of undertaking a public offering
itself or for other reasons. SEE "EXPLANATORY NOTE." Nonetheless, there can
be no assurance that there will be an active trading market for Sheffield's
securities following the agreement to a Business Combination or, if a market
does develop, as to the market price for Sheffield's securities.
AUTHORIZATION OF ADDITIONAL SECURITIES
Sheffield has no current plans for issuing or distributing additional
Dividend Shares or other securities after the Distribution, except as may be
issued in connection with a Business Combination. However, any issuance of
additional securities may approved by the Board of Directors and is not limited
and such issuance may be considered or approved by Sheffield in the future as
being necessary or desirable in connection with seeking, implementing or as a
result of a Business Combination, raising proceeds to fund Sheffield's
operations, attracting or retaining employees or advisors or for other reasons
not now known or contemplated. The issuance of any additional securities may
dilute the ownership interests of the Dividend Shares.
LEVERAGE
Sheffield may use borrowings or other debt financing to accomplish its
business purposes. In addition, a Target Business may be highly leveraged, or
consummation of a Business Combination may require the use of leverage. A
business acquired through a leveraged buy-out, i.e., financing the acquisition
of the business by borrowing against the assets of the business to be acquired,
is generally profitable only if the Company generates enough revenues to cover
the related debt and expenses. This practice could increase Sheffield's
exposure to large losses. There can be no assurance that any business acquired
through a leveraged buy-out will generate sufficient revenues to cover the
related debt and expenses. The use of leverage to consummate a Business
Combination may reduce the ability of Sheffield to incur additional debt, make
other acquisitions, or declare dividends and may subject Sheffield's
operations to strict financial controls and significant interest expense. It
may be expected that Sheffield will have few, if any, opportunities to utilize
leverage in an acquisition. Even if Sheffield is able to identify a business
where leverage may be used, there is no assurance that financing will be
available on terms acceptable to Sheffield.
UNCERTAIN STRUCTURE OF BUSINESS COMBINATION
The structure of a Business Combination with a Target Business cannot be
determined at the present time and may take, for example, the form of a merger,
an exchange of stock or an asset acquisition. Management expects that a
sufficient number of shares of Sheffield Common Stock will be issued to a Target
Business pursuant to a Business Combination to effect a change control of
Sheffield from the shareholders existing after the Distribution. Sheffield may
also form one or more subsidiary entities to effect a Business Combination and
may, under certain circumstances, distribute the securities of subsidiaries to
the stockholders of Sheffield. There cannot be any assurance that a market
would develop for the securities of any subsidiary distributed to stockholders
or, if it did, the prices at which such securities might trade. The structure
of a Business Combination or the distribution of securities to stockholders may
result in taxation of Sheffield, the Target Business or stockholders. SEE
"BUSINESS--Federal Income Tax Consequences of the Distribution."
UNSPECIFIED INDUSTRY AND TARGET BUSINESS;
UNASCERTAINABLE RISKS
Sheffield will target industries located within and without the United
States. Sheffield has not selected any particular industry or Target Business
in which to concentrate its Business Combination efforts. Management has not
had any negotiations with any entity or representatives of any entity
regarding a Business Combination. To the extent that Sheffield effects a
Business Combination with a financially unstable company or an entity in its
early stage of development or growth (including entities without established
records of revenues or income), Sheffield will become subject to numerous
risks inherent in the business and operations of financially unstable and
early stage or potential emerging growth companies. In addition, to the
extent that Sheffield effects a Business Combination with an entity in an
industry characterized by a high level of risk, Sheffield will become subject
to the currently unascertainable risks of that industry. An extremely high
level of risk frequently characterizes certain industries which experience
rapid growth. Although Management will endeavor to evaluate the risks
inherent in a particular Target Business or industry, there can be no
assurance that it will properly ascertain or assess all such risks.
SEE "BUSINESS."
PROBABLE LACK OF BUSINESS DIVERSIFICATION
Sheffield expects to effect only a single Business Combination.
Accordingly, the prospects for Sheffield's success will be entirely dependent
upon the future performance of a single business. Unlike certain entities
which have the resources to consummate several Business Combinations of
entities operating in multiple industries or multiple segments of a single
industry, it is highly unlikely that Sheffield will have the resources to
diversify its operations or benefit from the possible spreading of risks or
offsetting of losses. Sheffield's probable lack of diversification may
subject Sheffield to numerous economic, competitive and regulatory developments,
any or all of which may have a material adverse impact upon the particular
industry in which Sheffield may operate subsequent to
a Business Combination. The prospects for Sheffield's success may become
dependent upon the development or market acceptance of a single or limited
number of products, processes or services. Accordingly, there can be no
assurance that the Target Business will prove to be commercially viable.
Sheffield has no present intention of purchasing or acquiring a minority
interest in any Target Business. SEE "USE OF PROCEEDS" and "BUSINESS."
COMPETITION
Sheffield expects to encounter intense competition from other entities
having business objectives similar to those of Sheffield. Many of these
entities, including venture capital partnerships and corporations, blind pool
and blank check companies, large industrial and financial institutions, small
business investment companies and wealthy individuals, are well-established
and have extensive experience in identifying and effecting Business
Combinations directly or through affiliates. Many of these competitors
possess greater financial, technical, human and other resources than Sheffield
and there can be no assurance that Sheffield will have the ability to compete
successfully. Sheffield's financial resources will be limited in comparison to
those of many of its competitors. Thisinherent competitive limitation may
compel Sheffield to select certain less attractive Business Combination
prospects. There can be no assurance that Sheffield will be able to achieve
its stated business objectives. SEE "BUSINESS."
UNCERTAINTY OF COMPETITIVE ENVIRONMENT OF TARGET
BUSINESS
In the event that Sheffield succeeds in effecting a Business Combination,
Sheffield will, in all likelihood, become subject to intense competition from
competitors of the Target Business. In particular, certain industries which
experience rapid growth frequently attract an increasingly larger number of
competitors, including competitors with greater financial, marketing, technical,
human and other resources than the initial competitors in the industry. The
degree of competition characterizing the industry of any prospective Target
Business cannot presently be ascertained. There can be no assurance that,
subsequent to a Business Combination, Sheffield will have the resources to
compete in the industry of the Target Business effectively, especially to the
extent that the Target Business is in a high-growth industry. SEE "BUSINESS."
POSSIBLE USE OF DEBT FINANCING; DEBT OF A TARGET BUSINESS
There currently are no limitations on Sheffield's authority to borrow or
otherwise raise funds to increase the amount of capital available to effect a
Business Combination. However, Sheffield's limited resources and lack of
operating history will make it difficult to borrow funds. The amount and nature
of any borrowings by Sheffield will depend on numerous considerations, inclu-
ding Sheffield's capital requirements, Sheffield's perceived ability to meet
debt service on any such borrowings and the then prevailing conditions in the
financial markets, as well as general economic conditions. There can be no
assurance that debt financing, if required or sought, would be available on
terms deemed to be commercially acceptable by and in the best interests of
Sheffield. The inability of Sheffield to borrow funds required to effect or
facilitate a Business Combination or to provide funds for an additional
infusion of capital into a Target Business, may have a material adverse effect
on Sheffield's financial condition and future prospects. Additionally, to the
extent that debt financing ultimately proves to be available, any borrowings
may subject Sheffield to various risks traditionally associated with
indebtedness, including the risks of interest rate
fluctuations and insufficiency of cash flow to pay principal and interest.
Furthermore, a Target Business may have already incurred borrowings and,
therefore, all the risks inherent thereto. Sheffield does not currently intend
to enter into any debt financing nor has it had any discussions in regard to
obtaining any such debt financing. SEE "BUSINESS."
DETERMINATION OF TERMS OF THE DISTRIBUTION
The terms of the Distribution were determined arbitrarily by Sheffield.
Such terms were based upon several factors, including the number of Thornbury
Capital stockholders, the absence of a Sheffield operating business, the small
amount of capital available for Sheffield's operations, and the experience of
Management. The terms of the Distribution should not be considered indicative
of any value of the Dividend Shares after the Distribution or after the
consummation of any Business Combination.
INVESTMENT COMPANY ACT CONSIDERATIONS
The regulatory scope of the Investment Company Act of 1940, as amended
(the "Investment Company Act"), which was enacted principally for the purpose
of regulating vehicles for pooled investments in securities, extends generally
to companies engaged primarily in the business of investing,reinvesting,owning,
holding or trading in securities. The Investment Company Act may, however,
also be deemed to be applicable to a company which does not intend to be within
the definitional scope of certain provisions of the Investment Company Act.
Sheffield believes that its anticipated principal activities, which will involve
acquiring control of an operating company, will not subject Sheffield to
regulation under the Investment Company Act. Nevertheless, there can be no
assurance that Sheffield will not be deemed to be an investment company,
particularly during the period prior to a Business Combination. If Sheffield is
deemed to be an investment company, Sheffield may become subject to certain
restrictions relating to Sheffield's activities, including restrictions on
the nature of its investments and the issuance of securities. In addition,
the Investment Company Act imposes certain requirements on companies deemed to
be within its regulatory scope including registration as an investment
company, adoption of aspecific form of corporate structure and compliance with
certain burdensome reporting, record keeping, voting, proxy, disclosure and
other rules and regulations. In the event of the characterization of
Sheffield as an investment company, the failure by Sheffield to satisfy such
regulatory requirements, whether on a timely basis or at all, would, under
certain circumstances, have a material adverse effect on Sheffield.
DIVIDENDS UNLIKELY
Sheffield does not expect to pay dividends prior to the consummation of a
Business Combination. The payment of dividends after any such Business Com-
bination, if any, will be contingent upon Sheffield's revenues and earnings, if
any, capital requirements and general financial condition subsequent to
consummation of a Business Combination. The payment of any dividends sub-
sequent to a Business Combination will be within the discretion of Sheffield's
then Board of Directors. Sheffield presently intends to retain all earnings,
if any, for use in Sheffield's business operations and accordingly, the Board
does not anticipate declaring any dividends in the foreseeable future. SEE
"DESCRIPTION OF SECURITIES--Dividends."
DISTRIBUTION AND RESALES OF THE DIVIDEND SHARES UNDER
STATE SECURITIES LAWS--THE NATIONAL SECURITIES MARKET
IMPROVEMENT ACT OF 1996
Sheffield will register or obtain an exemption from registration for the
Distribution of the Dividend Shares in certain states. Currently, Sheffield
intends to distribute Dividend Shares in New York and the District of Columbia;
however, there can be no assurance that additional states may not be included or
in how many states the Distribution will be permitted. If such compliance
cannot be made in any state or states (or if such compliance would be burden-
some in the opinion of Management) shareholders of Thornbury Capital in such
states would not participate in the Distribution of the Dividend Shares.
Pursuant to the National Securities Market Improvement Act of 1996,
offers and sales of securities exempt from the registration requirements of
Section 5 of the Securities Act of 1933, as amended, (the "Securities Act") by
reason of Section 4(1) of the Securities Act are pre-empted from state
regulation. Sales of Dividend Shares in the secondary trading market will be
made pursuant to Section 4(1) (sales other than by an issuer, underwriter or
broker). It is anticipated that Sheffield's securities will be immediately
eligible for resale in the secondary market upon release from escrow.
LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND
DIRECTORS
The Certificate of Incorporation and By-Laws of Sheffield provide that
Sheffield shall indemnify its officers and directors against losses sustained or
liabilities incurred which arise from any transaction in such officer's or
director's respective managerial capacity unless such officer or director
violates its duty of loyalty, did not act in good faith, engaged in intentional
misconduct or knowingly violated the law, approved an improper dividend, or
derived an improper benefit from the transaction. Sheffield's Certificate of
Incorporation and By-Laws also provide for the indemnification by it of the
officers and directors against any losses or liabilities incurred as a result
of the manner in which such officers and directors operate the company's
business or conduct its internal affairs, provided that in connection with
these activities they act in good faith and in a manner which they reasonably
believe to be in, or not opposed to, the best interests of the company, and
their conduct does not constitute gross negligence, misconduct or breach of
fiduciary obligations. SEE "MANAGEMENT--Indemnification".
DISTRIBUTION
MANNER OF EFFECTING THE DISTRIBUTION
Stockholders of Thornbury Capital are being issued one Dividend Share
for each share of common stock of Thornbury Capital owned by them.
Thornbury Capital will effect the Distribution of Dividend Shares on the
Distribution Date by delivering the Dividend Shares to Comprehensive Capital,
Inc., as the Distribution Agent. SEE "BUSINESS--Escrow of Dividend Shares".
The actual total number of Dividend Shares to be distributed will depend on the
number of shares of Thornbury Capital common stock outstanding on the
Distribution Date.
No stockholder of Thornbury Capital will be required to pay any cash or
other consideration for the Dividend Shares received in the Distribution or to
surrender or exchange shares of Thornbury Capital common stock. No vote of
Thornbury Capital stockholders is required or sought in connection with the
Distribution.
COMMENCEMENT OF SUBSCRIPTION PERIOD
When an agreement for a Business Combination has been entered into,
Sheffield will file a Post-Effective Amendment to the Registration Statement of
which this Prospectus is a part describing the Target Business or assets that
will constitute the Business Combination. SEE "BUSINESS". The Post-Effective
Amendment will contain information about the Target Business, including audited
financial statements. Within five business days after the Effective Date of the
Post-Effective Amendment, Sheffield will send by first class mail, or other
equally prompt means, to each stockholder a copy of the Prospectus contained in
the Post-Effective Amendment and any amendment or supplement thereto along
with a Subscription Form.
The Subscription Period will expire 20 days following the Effective Date
of the Post-Effective Amendment (the "Expiration Date"). During the
Subscription Period, investors must elect whether to remain stockholders of
Sheffield and return to Sheffield the Subscription Form indicating their elec-
tion. All Subscription Forms must be received by the Distribution Agent no
later than the Expiration Date, unless Subscription is effected through a
notice of guaranteed delivery, as described herein. Only shareholders of
Thornbury Capital who timely return a Subscription Form will receive
Dividend Shares.
DISTRIBUTION AGENT
The Distribution Agent for Sheffield is Comprehensive Capital, Inc., 1600
Stewart Avenue, Suite 704, Westbury, New York 11590, telephone 516/832-
8600, and telecopy 516/832-8648. The Distribution Agent is a member firm of
the National Association of Securities Dealers, Inc. and meets the definitional
requirements of Rule 419(b)(1)(i)(B) relating to the deposit of securities and
proceeds in an escrow account.
TRANSFER AGENT
The transfer agent for Sheffield is Affiliated Stock Transfer Co., 10
Westland Drive, Glen Cove, New York 11542, 516/759-6009.
HOW TO SUBSCRIBE
Stockholders should mail or deliver Subscription Forms to the Distribution
Agent in time to be received by 5:00 p.m. New York City Time on the
Expiration Date by one of the following methods at the following address:
By first class mail, express mail or overnight courier, or by hand to:
Comprehensive Capital, Inc.
1600 Stewart Avenue
Suite 704
Westbury, New York 11590
DELIVERY TO AN ADDRESS OTHER THAN THE ABOVE WILL
NOT CONSTITUTE DELIVERY FOR PURPOSES OF THE SUBSCRIPTION.
IT IS STRONGLY SUGGESTED THAT STOCKHOLDERS USE A
DELIVERY METHOD WHICH WILL GUARANTEE DELIVERY BY THE
EXPIRATION DATE AND WHICH WILL PROVIDE A RETURN RECEIPT
TO THE SENDER. NEITHER THE DISTRIBUTION AGENT NOR
SHEFFIELD WILL BE RESPONSIBLE FOR SUBSCRIPTION FORMS THAT
ARE NOT SO DELIVERED. ONLY SHAREHOLDERS OF THORNBURY
CAPITAL WHO TIMELY RETURN A SUBSCRIPTION FORM WILL
RECEIVE DIVIDEND SHARES.
The election to become a stockholder of Sheffield may be exercised by
stockholders whose Dividend Shares are in their own name ("Record Owners") by
completing the Subscription Form to be forwarded to each stockholder and
delivering it to the Distribution Agent. Stockholders whose Dividend Shares are
held by a nominee must exercise their election by contacting their nominees, who
can arrange, on a stockholder's behalf, to guarantee delivery of a properly
completed and executed Subscription Form. A fee may be charged for this
service. Subscription Forms must be received by the Subscription Agent prior to
5:00 p.m. New York City Time on the Expiration Date.
ESCROW OF DIVIDEND SHARES
Following the Effective Date of the Registration Statement of which this
Prospectus is a part, the Dividend Shares will be placed in escrow with the
Distribution Agent. The Dividend Shares will be released from escrow upon
consummation of a Business Combination and effectiveness of a Post-Effective
Amendment which contains the terms of such Business Combination. The
Dividend Shares will be held in escrow until the earlier of (i) written
notification from Sheffield that certain conditions have been satisfied
including, where applicable, that a Business Combination has been consummated,
in which case the Dividend Shares will be delivered to the shareholders of
Thornbury Capital or (ii) the return of the Dividend Shares to Sheffield if a
Business Combination is not consummated within 18 months from the Effective
Date.
TRANSFER OF DIVIDEND SHARES WHILE IN ESCROW
Subject to compliance with applicable securities laws, any owner of
Dividend Shares held in escrow may transfer ownership of the Dividend Shares
(i) to a family member or in the event of the holder's death by will or
operation of law, provided that any such transferee must agree as a condition
to such transfer to be bound by the restrictions on transfer applicable to
the original holder (ii) pursuant to a qualified domestic relations order as
defined by the Internal Revenue Code of 1986 or (iii) pursuant to the
applicable provisions of the Employee Retirement Income Security Act.
Holders of the Dividend Shares will be entitled to vote on all matters in
which stockholders are entitled to vote while
the Dividend Shares are held in escrow.
LISTING AND TRADING OF THE DIVIDEND SHARES
No current public trading market for the Dividend Shares exists. The ex-
tent of the market, if any, for the Dividend Shares and the prices at which the
Dividend Shares may trade after the Distribution cannot be predicted. SEE
"RISK FACTORS-Restricted Resales of the Securities under State Securities 'Blue
Sky Laws'".
Once released from escrow, the Dividend Shares distributed to Thornbury
Capital stockholders will be freely transferable, except for Dividend Shares
received by persons who may be deemed to be "affiliates" of Sheffield under the
Securities Act. Persons who may be deemed to be affiliates of Sheffield after
the Distribution generally include individuals or entities that control, are
controlled by or are under common control with Sheffield, and includes the
directors and principal executive officers of Sheffield as well as any
principal stockholder of Sheffield. Affiliates, as defined, are permitted to
sell securities of an affiliated issuer only pursuant to an effective
registration statement under the Securities Act or an exemption from the
registration requirements of the Securities Act, such as the exceptions
afforded by Section 4(2) of the Securities Act and Rule 144 thereunder.
RESULTS OF THE DISTRIBUTION
After the Distribution, Sheffield will be a reporting (public) company with
a class of securities qualified for trading in the United States secondary
market. The number of Dividend Shares to be distributed will be determined as
of the Distribution Date. The Distribution will not affect the number of
outstanding shares of Thornbury Capital common stock or any rights of
Thornbury Capital stockholders.
FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION
Thornbury Capital has not requested nor does it intend to request a ruling
from the Internal Revenue Service as to the federal income tax consequence of
the Distribution. However, based on the facts of the proposed transaction,
it is the opinion of Management that the transaction will not qualify as a
"tax free" spin off under Section 355 of the Internal Revenue Code of 1986,
as amended. Rather, the transaction is presumed to be a taxable distribution
to which Section 301 applies. The amount of the Distribution will be its fair
market value and will be taxable as a dividend to the extent of current or
accumulated earnings and profits of Thornbury Capital. Notwithstanding the
presumed taxability of the transaction, Management is of the opinion it will
have only minimal impact on the taxable income of any stockholder of Thornbury
Capital since Thornbury Capital is not expected to have earnings or profits as
of the Distribution Date. Furthermore, because there is no public market for
the Dividend Shares, the fair market value of the Distribution will probably
be minimal on the Distribution Date.
The discussion is limited to domestic non-corporate stockholders who hold
Dividend Shares as "capital assets" within the meaning of Section 1221 of the
Internal Revenue Code of 1986, as amended (the "Code"). The 1986 Act has
increased the maximum effective tax rate on long-term capital gains of
individuals for taxable years beginning after December 31, 1987, and has
eliminated any preferential tax rate for such long-term capital gains for
taxable years beginning after December 31, 1987. The federal income tax
consequences to corporate shareholders, foreign shareholders and shareholders
having special status under the Code may vary from those set forth below.
The foregoing sets forth the opinion of Management. The Internal
Revenue Service is not bound thereby and no assurance exists that it will concur
with the position of Management regarding the value of the Dividend Shares or
other matters herein discussed. Specifically, it is possible that the Internal
Revenue Service may assert that a substantially higher fair market value existed
for the Dividend Shares on the date of Distribution. If the Internal Revenue
Service were to successfully assert that a substantially higher value should be
placed on the amount of the Distribution, the taxation of the transaction to
Sheffield and its stockholders would be based on such higher value. In such
event, the tax impact might increase significantly and might not be minimal.
Thornbury Capital would recognize gain to the extent the value placed on the
amount of the Distribution exceeded its adjusted basis in the Dividend Shares.
The stockholders of Thornbury Capital would be taxed on the amount so
determined for the Distribution as a dividend to the extent of any current
year or accumulated earnings and profits of Thornbury Capital and would
recognize gain on the balance of the Distribution to the extent it exceeded
their adjusted basis in Dividend Shares owned by them.
The state, local and foreign tax consequences of the Distribution may vary
from jurisdiction or jurisdiction. Accordingly, each Stockholder of
Sheffield is advised to consult a personal advisor.
BUSINESS
INTRODUCTION
Sheffield was formed as a blank check company on September 25, 1996 to serve
as a vehicle to effect a Business Combination with a Target Business not yet
selected. Sheffield intends to effect a Business Combination through the
issuance of stock as consideration for the Target Business, without investment
of funds by Sheffield. However, although not presently anticipated, Sheffield
may utilize the proceeds from debt securities, bank borrowings or a
combination thereof in effecting a Business Combination. Sheffield has not
incurred any debt or obtained any borrowings or other financing, but
Management may determine that such borrowings or other financing is necessary
to effect a Business Combination. Sheffield has not had any negotiations with
representatives of any entity regarding a Business Combination. Sheffield may
effect a Business Combination with a Target Business which business may be
financially unstable or in its early stages of development or growth. In
addition, a Target Business may have outstanding borrowings or other debt
financing.
UNSPECIFIED INDUSTRY AND TARGET BUSINESS
Sheffield will seek to acquire a Target Business within or without the
United States and its efforts will not be limited to a particular industry.
There have not been any negotiations with any entity or representatives of any
entity regarding a Business Combination. To the extent that Sheffield effects
a Business Combination with a financially unstable company or an entity in its
early stage of development or growth (including entities without established
records of revenues or income), Sheffield will become subject to numerous
risks inherent in the business and operations of financially unstable and early
stage or potential emerging growth companies. In addition, to the extent that
Sheffield effects a Business Combination with an entity in an industry
characterized by a high level of risk, Sheffield will become subject to the
currently unascertainable risks of that industry. An extremely high level of
risk frequently characterizes certain industries which experience rapid
growth. Although Management will endeavor to evaluate the risks inherent in a
particular Target Business there can be no assurance that it will properly
ascertain or assess all such risks.
PROBABLE LACK OF BUSINESS DIVERSIFICATION
Sheffield expects to effect only a single Business Combination.
Accordingly, the prospects for Sheffield's success will be entirely dependent
upon the future performance of a single business. Unlike certain entities
which have the resources to consummate several Business Combinations of
entities operating in multiple industries or multiple segments of a single
industry, it is highly likely that Sheffield will not have the resources to
diversify its operations or benefit from the possible spreading of risks or
offsetting of losses. Sheffield's probable lack of diversification may
subject Sheffield to numerous economic, competitive and regulatory
developments, any or all of which may have a material adverse impact upon the
particular industry in which Sheffield may operate subsequent to
a Business Combination. The prospects for Sheffield's success may become
dependent upon the development or market acceptance of a single or limited
number of products, processes or services. Accordingly, notwithstanding the
possibility of capital investment in and management assistance to the Target
Business by Sheffield, there can be no assurance that the Target Business will
prove to be commercially viable. Sheffield has no present intention of
purchasing or acquiring a minority interest in any Target Business.
NO OPPORTUNITY FOR STOCKHOLDER EVALUATION OR APPROVAL
OF BUSINESS COMBINATION
The stockholders of Sheffield will, in all likelihood, neither receive nor
otherwise have the opportunity to evaluate any financial or other information
which will be made available to Sheffield in connection with selecting a
potential Target Business until after Sheffield has entered into a definitive
agreement to effectuate a Business Combination or until after a Business
Combination is consummated. As a result, stockholders of Sheffield will be
dependent on the judgment of Management in connection with the selection of a
Target Business and the terms of any Business Combination.
Under the Delaware General Corporation Law, various forms of Business
Combinations can be effected without stockholder approval, such as where shares
of common stock are issued as consideration for the Target Business. The
Delaware General Corporation Law requires approval of certain mergers and
consolidations by a majority of the outstanding stock entitled to vote.
Management is the sole shareholder of Pierce Mill which, in turn, is the owner
of 90% of the common stock of Thornbury Capital and, as such, will receive 90%
of the Dividend Shares. As a result, Management would be in a position to cause
Thornbury Capital to approve a Business Combination without the approval of
any other stockholders.
The form of Business Combination will have an impact upon the
availability of dissenters' rights (i.e., the right to receive fair payment with
respect to the Sheffield Common Stock) to stockholders disapproving of the
proposed Business Combination. Under current Delaware law, only a merger or
consolidation may give rise to a stockholder vote and to dissenters' rights.
Even if stockholders of Sheffield are afforded the right to approve a Business
Combination, no dissenters' rights to receive fair payment will be available for
stockholders if Sheffield is to be the surviving corporation unless the
Certificate of Incorporation of Sheffield is amended and as a result thereof:
(i) alters or abolishes any preferential right of such stock; (ii) creates,
alters or abolishes any provision or right in respect of the redemption of
such shares or any sinking fund for the redemption or purchase of such shares;
(iii) alters or abolishes any preemptive right of such holder to acquire
shares or other securities; or (iv) excludes or limits the right of such
holder to vote on any matter, except as such right may be limited by the
voting rights given to new shares then being authorized of any existing or new
class. Management does not expect that stockholders will be entitled to
dissenters' rights.
LIMITED ABILITY TO EVALUATE TARGET BUSINESS MANAGEMENT
Sheffield's Management intends to examine the management of a
prospective Target Business in connection with its evaluation of the
desirability of effecting a Business Combination with such Target Business,
there can be no assurance that Sheffield's assessment of such management will
prove to be correct, especially in light of the inexperience of current
Management in evaluating certain types of businesses. It is unlikely that any
officer or director of Sheffield in office prior to the consummation of a
Business Combination will remain associated with Sheffield following a
Business Combination, and if any do, it is unlikely that any of them will
devote a substantial portion of their time to the affairs of Sheffield
subsequent thereto. Therefore it is probable that after a Business
Combination, the management and affairs of Sheffield will be under the
direction of the management of the Target Business. Moreover, although
management of the Target Business will be reviewed and analyzed as part of the
evaluation of the possible Business Combination, there can be no assurance that
such personnel will have significant experience or knowledge relating to the
operations of the Target Business acquired by Sheffield. There can be no
assurance that the future management of Sheffield will have the necessary
skills, qualifications or abilities to manage a public company. Prior to the
election to become shareholders of Sheffield, Thornbury Capital stockholders
will receive a Post-Effective Amendment which will, among other items,
describe new management of the Target Business. SEE "MANAGEMENT."
COMPETITION
Sheffield expects to encounter intense competition from other entities
having business objectives similar to those of Sheffield. Many of these
entities, including venture capital partnerships and corporations, blind pool
and blank check companies, large industrial and financial institutions, small
business investment companies and wealthy individuals, are well-established
and have extensive experience in connection with identifying and effecting
Business Combinations directly or through affiliates. Many of these
competitors possess greater financial, technical, human and other resources
than Sheffield and there can be no assurance that Sheffield will have the
ability to compete successfully. Sheffield's financial resources will be
limited in comparison to those of many of its competitors. This inherent
competitive limitation may compel Sheffield to select certain less attractive
Business Combination prospects. There can be no assurance that such prospects
will permit Sheffield to achieve its stated business objectives. SEE
"Proposed Business."
SELECTION OF A TARGET BUSINESS
Management will have substantial flexibility in identifying and selecting a
prospective Target Business. As a result, stockholders of Sheffield will be
almost entirely dependent on the judgment of Management in connection with the
selection of a Target Business. In evaluating a prospective Target Business,
Management will consider, among other factors, the following: (i) costs
associated with effecting the Business Combination; (ii) equity interest in the
Target Business; (iii) growth potential of the Target Business; (iv)
experience and skill of management of the Target Business; (v) capital
requirements of the Target Business; (vi) competitive position of the Target
Business; (vii) stage of development of the Target Business; (viii) degree of
current or potential market acceptance of the Target Business; (ix)
proprietary features and degree of intellectual property or other protection
of the Target Business; and (x) the regulatory environment in which the Target
Business operates.
The foregoing criteria are not intended to be exhaustive and any evaluation
relating to the merits of a particular Target Business will be based, to the
extent relevant, on the above factors as well as other considerations deemed
relevant by Management in connection with effecting a Business Combination
consistent with Sheffield's business objectives.
The time and costs required to select and evaluate a Target Business and
to structure and consummate the Business Combination cannot presently be
ascertained with any degree of certainty. Management intends to devote as much
time as required and available to the affairs of Sheffield. Mr. Cassidy is the
principal of Cassidy & Associates, a law firm located in Washington, D.C. and,
as such, demands may be placed on his time which would detract from the
amount of time he is able to devote to Sheffield.
Sheffield anticipates that various prospective Target Businesses will be
brought to its attention from various non-affiliated sources, including
securities broker-dealers, investment bankers, venture capitalists, bankers,
other members of the financial community and affiliated sources. Management
anticipates that it will use advertisements, flyers, letters and direct
contact with broker-dealers, bankers, financial analysts, venture capitalists
and other individuals and entities active in the business and financial
community.
Sheffield may elect to publish advertisements in financial or trade
publications seeking a Target Business. No advertisements have been designed or
planned as of the date of this Prospectus.
Sheffield may engage the services of consultants or professional firms that
specialize in finding business acquisitions, in which event Sheffield intends
to pay a finder's fee or other compensation to such firms. SEE "MANAGEMENT--
Advisors and Finders Fees".
SPECIAL CONSIDERATIONS IN SELECTING TARGET BUSINESS
Management will have a continuing stock interest in Sheffield after a
Business Combination, and it will seek to obtain certain representations and
warranties of a Target Business intended to protect that economic interest
following a Business Combination.
Management expects that one such representation and warranty will be that
for an agreed period of time after a Business Combination Sheffield will employ
a corporate relations firm with experience in dealing with underwriters,
brokers, dealers and investment bankers. The purpose of such representation
and warranty is to establish that Sheffield will actively be engaged in
encouraging market makers to participate in the trading of the Dividend Shares.
Such a representation and warranty will be considered significant by
Management in its choice of a Business Combination. However, no assurance can
be given that a Target Business will agree to employ any corporate relations
firms. Management may suggest one or more corporate relations firms with
which Management has worked in the past for employment by Sheffield. Those
recommendations will depend, in part, upon the nature of the Target Business.
Management has no direct or indirect interest in any corporate relations firm
and will not recommend any corporate relations firm in which it obtained any
interest. Any change in these representations will be disclosed in the Post-
Effective Amendment.
Management expects that an additional representation and warranty sought
of a Target Business will be that for an agreed period of time after a Business
Combination Sheffield will employ a securities law firm to make filings required
under the Securities and Exchange Act of 1934, as amended, to assure the
continued eligibility for public trading of the Dividend Shares. However, no
assurance can be given that a Target Business will agree to employ a securities
law firm. Mr. Cassidy is a principal of Cassidy & Associates, a law firm
practicing in the areas of securities and Federal tax law. It is possible that
Management will prefer to enter into a Business Combination with a Target
Business which agrees to have Sheffield retain Cassidy & Associates as its
continuing securities counsel. Such consideration could affect the decision of
which Business Combination Sheffield will enter into, and could, in theory,
result in the choice of a Business Combination for reasons other than
exclusively the characteristics of the Target Business. Any employment of
Cassidy & Associates as continuing securities counsel will be disclosed in the
Post-Effective Amendment.
FORM OF BUSINESS COMBINATION
As a general rule, federal and state tax laws and regulations have a
significant impact upon the structuring of a Business Combination. Sheffield
will evaluate the possible tax consequences of any prospective Business
Combination and will endeavor to structure the Business Combination so as to
achieve the most favorable tax treatment to Sheffield, the Target Business and
their respective stockholders. There can be no assurance that the Internal
Revenue Service or relevant state tax authorities will ultimately assent to
Sheffield's tax treatment of a particular consummated Business Combination.
To the extent that the Internal Revenue Service or any relevant state tax
authorities ultimately prevail in recharacterizing the tax treatment of a
Business Combination, there may be adverse tax consequences to Sheffield, the
Target Business and their respective stockholders. Tax considerations as well
as other relevant factors will be evaluated in determining the precise
structure of a particular Business Combination, which could be effected
through various forms of a merger, consolidation or stock or asset
acquisition.
Sheffield may utilize cash derived from debt securities or bank borrowings
or a combination thereof as consideration in effecting a Business Combination.
Sheffield expects to issue a substantial number of additional shares of its
common stock in connection with a Business Combination. To the extent that
such additional shares are issued, dilution to the interests of Sheffield's
stockholders may occur. Additionally, if a substantial number of shares of
Sheffield Common Stock are issued in connection with a Business Combination, a
change in control of Sheffield may occur which may affect, among other things,
Sheffield's ability to utilize net operating loss carry forwards, if any.
Although Sheffield does not anticipate acquiring any debt or obtaining any
loans prior to any Business Combination, there currently are no limitations on
Sheffield's authority to borrow funds to effect a Business Combination.
Sheffield does not anticipate any need to raise capital prior to a Business
Combination. After a Business Combination, management of the Target Business
may determine to incur such debt or obtain a loan. The existence of an
outstanding debt or loan obligation is a factor that will be considered in
selecting a Target Business. If the need arises that Sheffield should seek to
obtain additional financing, Sheffield's limited resources and lack of
operating history may make it difficult to borrow funds. The amount and
nature of any borrowings by Sheffield will depend on numerous considerations,
including Sheffield's capital requirements, potential lender's evaluation of
Sheffield's ability to meet debt service on borrowings and
the then prevailing conditions in the financial markets, as well as general
economic conditions. Sheffield does not anticipate obtaining any loans or
borrowings and does not have any arrangements with any bank or financial
institution to secure additional financing. There can be no assurance that such
arrangements if required or otherwise sought, would be available on terms
commercially acceptable or otherwise in the best interests of Sheffield.
The inability of Sheffield to borrow funds required to effect or facilitate a
Business Combination, or to provide funds for an additional infusion of capital
into a Target Business, may have a material adverse effect on Sheffield's
financial condition and future prospects, including the ability to effect a
Business Combination. To the extent that debt financing ultimately proves to
be available, any borrowings may subject Sheffield to various risks
traditionally associated with indebtedness, including the risks of interest
rate fluctuations and insufficiency of cash flow to pay principal and interest.
Furthermore, a Target Business may have already incurred debt financing and,
therefore, all the risks inherent thereto. Sheffield does not anticipate
borrowing funds and any such borrowing, if at all, will be only to effect a
Business Combination and not for the purposes of loans or payments to its
promoters, management or their affiliates or associates.
A Target Business will not be affiliated with Sheffield or its Management,
promoters or affiliates in any manner. Sheffield has adopted a policy
prohibiting a transaction with a Target Business in which Management has a
direct or indirect interest and Sheffield anticipates that no such transaction
will be considered or effected and does not foresee any conditions under which
such would occur.
POTENTIAL TARGETS
As of the date hereof, Sheffield has not entered into any arrangements or
agreements with any companies regarding a possible merger or acquisition.
Sheffield has not commenced any advertising or other forms of solicitation in
order to locate a Target Business. Sheffield intends to commence actively
seeking a Target Business immediately upon the Effective Date of the
Registration Statement of which this Prospectus is a part. There are no
arrangements, agreements or understandings between any non-management
shareholders of Sheffield and Management by which such non-management
shareholders may directly or indirectly participate in or influence the
affairs of Sheffield. As of the date hereof, shareholders of Sheffield
consist solely of Thornbury Capital and Pierce Mill. Mr. Cassidy, President
and Director of Sheffield, is the President and sole shareholder of Pierce
Mill which, in turn, is the controlling shareholder of Thornbury Capital.
STRUCTURE OF A BUSINESS COMBINATION
The terms of a merger or acquisition with a Target Business will be the
subject of negotiations between Sheffield and such Target Business. Such terms
are presently impossible to predict. In addition to the issuance of Sheffield
Common Stock, some or all of the shares of Sheffield Common Stock held by
Pierce Mill may be purchased by or exchanged with the Target Business. The
terms of any Business Combination may provide for a payment by cash or
otherwise to Pierce Mill for the purchase of all or some of its Sheffield Common
Stock. Management would directly benefit from such a payment. Such benefits
may influence Management's decision of which Business Combination to
conclude. SEE "CONFLICTS OF INTEREST". The Target Business may desire to
purchase additional shares of Sheffield Common Stock and may offer to
purchase all or some of the Dividend Shares from the holders. In such case,
each holder of Dividend Shares would be free to accept or decline any purchase
offer and to negotiate the terms of such purchase. Any purchase by a Target
Business of the Sheffield Common Stock owned by Pierce Mill may be on terms
different than those of any offer to purchase the Dividend Shares, and may be
more advantageous to Pierce Mill. The terms of a Business Combination may
involve the issuance of Sheffield Preferred Stock and/or the issuance of
warrants to purchase either Sheffield Common or Preferred Stock or a
combination thereof.
As a result of the terms of a Business Combination, there will likely be an
increase in the outstanding shares of Sheffield Common Stock resulting in a
reduction in the percentage of outstanding shares held by Thornbury Capital. In
addition, it is possible that as a result of a Business Combination there will
be a reduction in the number of shares of Sheffield Common Stock held by Pierce
Mill. It is likely that Pierce Mill will not retain control of Sheffield.
In addition, it is likely that Management will not continue as officers or
directors of the resultant merged or acquired company. Mr. Cassidy, the
President and Director of Sheffield, anticipates that he will resign as
President and Director upon the effectiveness of a Business Combination.
Shareholders will not be afforded the opportunity to participate in the
selection of a Target Business or the negotiation of the terms of the
Business Combination. Stockholders will be entirely dependent on the
judgment of Management in the selection of and negotiations with a Target
Business.
FACILITIES
Until completion of a Business Combination, Sheffield will use without cost
the offices of Pierce Mill Associates, Inc., located at 1504 R Street, N.W.,
Washington, D.C., a corporation controlled by Mr. Cassidy, the President and
Director of Sheffield. Cassidy & Associates, the law firm of which Mr. Cassidy
is the principal, is also located at this address. Sheffield has not entered
into a lease agreement with Pierce Mill Associates or with Cassidy &
Associates and does not intend to enter into a lease agreement. Mr. Cassidy
intends that Sheffield use its current space without charge for as long as
Sheffield is seeking a Target Business.
EMPLOYEES
As of the date of this Prospectus, Sheffield does not have any employees.
USE OF PROCEEDS
Sheffield will not receive any proceeds from this offering. The Dividend
Shares will be distributed to Thornbury Capital stockholders without cost to
them. Sheffield may be required to incur debt or arrange financing in order to
consummate a Business Combination. In such a case, the proceeds from such
financing would be used in connection with such Business Combination, including
possible payment of finder's fees or other compensation to persons or entities
which provide assistance or services to Sheffield, repaying debt of the Target
Business, redeeming stock of shareholders of the Target Business, or for working
capital. Sheffield has no present intention of providing any debt or other
financing proceeds to any Target Business or purchasing a minority interest in
any Target Business.
Sheffield has not incurred any debt in connection with its organizational
activities. Accordingly, Sheffield will not use any proceeds received from any
financing arrangements or through any Business Combination to repay any current
debt. However, a Target Business may have pre-existing debts or outstanding
loans. Additionally, after a Business Combination, management of the Target
Business may determine to incur debt. The existence of outstanding debt or loan
obligations is a factor that will be considered in selecting a Target
Business.
Pierce Mill, of which Management is the sole shareholder, has agreed to
pay all initial costs and expenses of Sheffield, including its incorporation,
preparation of the Registration Statement, the Distribution and the
solicitation, negotiation and completion of a Business Combination. No
advances have been made to Sheffield for the payment of operating expenses;
however, Pierce Mill has subscribed $4,500 for its Sheffield Common Stock
and Thornbury Capital has subscribed $500 for its Sheffield Common Stock,
which funds are available for the payment of expenses. No upper or lower
limit has been set on the amount of capital Pierce Mill will contribute
toward the expenses of Sheffield and Pierce Mill may, at any time, cease
underwriting such expenses. If Sheffield is unable to pay certain expenses,
such as the costs of soliciting a Target Business, it could have a material
adverse effect on the ability of Sheffield to locate a Target Business, or
to locate the best available Target Business. Sheffield has no plans to
obtain alternate cash resources in the event that Pierce Mill ceases to
underwrite its initial expenses.
Sheffield's initial office, office supplies, and office services (such as
secretarial, mail and telephone) are being furnished by Pierce Mill without
cost to Sheffield until conclusion of a Business Combination. There is no lease
agreement or other written understanding between Pierce Mill and Sheffield in
this regard.
DILUTION
On December 31, 1996 Sheffield had 5,000,000 shares of Sheffield
Common Stock outstanding and a net tangible book value of $5,000 or $.001 per
share. The Distribution by Thornbury Capital of the 500,000 Dividend Shares to
Thornbury Capital stockholders will not have an effect on the net tangible book
value of Sheffield.
CAPITALIZATION
The following table sets forth the capitalization of Sheffield at December
31, 1996:
At December 31,
Stockholders' equity 1996
Preferred Stock, $.0001 par value,
10,000,000 Shares authorized;
none issued or outstanding 0
Common Stock $.0001 par value,
50,000,000 shares authorized, 4,500,000
shares issued and outstanding, 5,000,000
shares issued and outstanding, as adjusted $ 500
Additional Paid In Capital (1) $ 4,500
Total stockholders' equity $ 5,000
1) Gives effect to the purchase by Thornbury Capital of 500,000 shares of
Sheffield Common Stock for a purchase price of $500 and the purchase by
Pierce Mill of 4,500,000 shares of Sheffield Common Stock for a
purchase price of $4,500.
MARKET FOR COMMON STOCK
As of the date hereof, no market exists for the Sheffield Common Stock.
Management of Sheffield has not entered into any discussions or agreements with
any broker-dealer to act as a market maker for Sheffield's Common Stock.
Management has knowledge of a number of broker-dealers with whom it intends
to enter into such discussions at the time Sheffield has selected a Target
Business. A major factor in selecting a Target Business will be its agreement
to provide or work with market makers to maintain a market for the Dividend
Shares. Sheffield may use consultants to assist in locating market makers,
but no agreements have been entered into regarding such activity.
"PENNY STOCK" REGULATIONS
If a trading market is established for the Sheffield Common Stock, there
can be assurance as to at what price such securities will trade. The Commission
has adopted regulations which generally define a "penny stock". SEE
"GLOSSARY". The Company's securities may be subject to "penny stock" rules
that impose additional sales practice requirements on broker-dealers who sell
such securities to persons other than established customers and accredited
investors (generally those with assets in excess of $1,000,000 or annual
income exceeding $200,000, or $300,000 together with their spouse). For
transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of such securities and have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock,
unless exempt, the rules require the delivery, prior to the transaction,
of a disclosure schedule prescribed by the Commission relating to the
penny stock market. The broker-dealer also must disclose the commissions
payable to both the broker-dealer and the registered representative and current
quotations for the securities. Finally, monthly statements must be sent
disclosing recent price information on the limited market in penny stocks.
Consequently, the "penny stock" rules may restrict the ability of broker-
dealers to sell the Company's securities and may affect the ability to sell
the Dividend Shares in the secondary market.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Sheffield is a newly organized development stage company, the objective
of which is to acquire a foreign or domestic private business. To date,
Sheffield's efforts have been limited to organizational activities.
Sheffield has issued 4,500,000 shares of Sheffield Common Stock to
Pierce Mill for a purchase price of $4,500. Sheffield has issued 500,000 shares
of Sheffield Common Stock to Thornbury Capital for a purchase price of $500.
Substantially all of Sheffield's working capital needs subsequent to this
offering will be attributable to the identification, evaluation and
selections of a Target Business and structuring, negotiating and consummating
a Business Combination. Such working capital needs are expected to be
satisfied from the $5,000 received by Sheffield from Pierce Mill and Thornbury
Capital, from the efforts of Management, which will be without cost to
Sheffield, and from additional payments made by Pierce Mill without recourse
to Sheffield.
MANAGEMENT
The officers and directors of Sheffield, and further information
concerning them are as follows:
Name Age Position
James M. Cassidy 61 President, Treasurer,
and Director
James Michael Cassidy, Esq., J.D., LL.M., received a Bachelor of
Science in Languages and Linguistics from Georgetown University in 1960, a
Bachelor of Laws from The Catholic University School of Law in 1963, and a
Master of Laws in Taxation from The Georgetown University School of Law in
1968. From 1963-1964, Mr. Cassidy was law clerk to the Honorable Inzer B.
Wyatt of the United States District Court for the Southern District of New
York. From 1964-1965, Mr. Cassidy was law clerk to the Honorable Wilbur K.
Miller of the United States Court of Appeals for the District of Columbia.
From 1969-1975, Mr. Cassidy was an associate of the law firm of Kieffer &
Moroney and a principal in the law firm of Kieffer & Cassidy, Washington, D.C.
From 1975 to date, Mr. Cassidy has been a principal in the law firm of Cassidy
& Associates, Washington, D.C. and its predecessors, specializing in
securities law and related corporate and federal taxation matters. Mr.
Cassidy is a member of the bar of the District of Columbia and is admitted to
practice before the United States Tax Court and the United States Supreme Court.
EXECUTIVE COMPENSATION
None of Sheffield's directors or officers has received any compensation
from Sheffield since its inception for services rendered or will receive
compensation prior to the consummation of a Business Combination, if any. SEE
"BUSINESS--Selection of a Target Business and Structuring a Business
Combination." A law firm of which James Cassidy, the President and director of
Sheffield, is a principal has performed services in connection with the
Distribution and may do so in connection with a Business Combination. Pierce
Mill, a corporation of which Management is the sole shareholder, has undertaken
to pay all initial expenses of Sheffield, including legal and other fees
incident to its incorporation, the Registration Statement, the Distribution,
the solicitation, negotiation and consummation of a Business Combination and
to furnish office, secretarial, telephone, postage and similar expenses to
Sheffield without cost. Management anticipates that, as part of the Business
Combination, a Target Business may wish to purchase all or some of the
Sheffield Common Stock owned by Pierce Mill, and Pierce Mill has agreed, in
principal, to sell its Sheffield Common Stock under such conditions. All or a
portion of any such payment received by Pierce Mill would be used for
reimbursement of its commitment to fund the initial expenses of Sheffield.
Mr. Cassidy or Cassidy & Associates, a law firm of which Mr. Cassidy is a
principal, may receive all or a portion of the remainder of any such payment
to Pierce Mill in return for legal services rendered in connection to the
Registration Statement and the Distribution. Any payment to or commitment to
pay Pierce Mill, Mr. Cassidy or Cassidy & Associates by a Target Business will
be disclosed in the Post-Effective Amendment. No advances have been made or
will be made by Sheffield to any of its officers, directors, principal
stockholders, or promoters, or any of their affiliates or associates.
ADVISORS AND FINDER'S FEES
Although Sheffield has not entered into any agreements therefor, Sheffield
may use the services of a finder or consultant to identify a Target Business. If
such advisors are used, compensation to such finder or consultant may take
various forms, including fixed cash payments, payments based on a percentage of
revenues or product sales volume, payments involving issuance of securities
(including those of Sheffield), or any combination of these or other
compensation arrangements. Consequently, Sheffield is currently unable to
predict the cost of utilizing such services. The Board of Directors has not
accepted any policies regarding the use of advisors or their identities or
possible compensation except that no finder's fees will be paid to Management
or any affiliate of Management.
Over the past years, Management has been involved in the securities and
financial community and as such has had discussions with persons involved in the
business of assisting companies in identifying Target Businesses. Management
may recommend one or more of such consultants to Sheffield based on the type
of Target Business Sheffield is seeking, the form and amount of compensation
such consultants require, the years such consultant has been in business and
rate of success in matching Target Businesses with acquiring companies.
Management would expect that any such consultant would provide Sheffield with
a selection of Target Businesses, would provide due diligence assistance for
study of the Target Business, would assist in negotiating the terms of a
Business Combination, and would serve to facilitate the negotiation process.
Sheffield may use more than one consultant in locating a Target Business.
Sheffield has no agreements or understandings with any consultant as of
the date hereof. However, a potential Target Business may have an agreement
with a consultant or advisor providing that services of the consultant or
advisor be continued after a Business Combination. Additionally, a particular
Target Business may be presented to Sheffield only on the condition that the
services of a consultant or advisor be continued if a Business Combination is
concluded. Such consultants or advisors may include attorneys or accountants
who have an agreement with the Target Business for continuation of their
services after any Business Combination. Such pre-existing agreements of
Target Businesses for the continuation of the services of attorneys,
accountants, advisors or consultants would be a factor in Sheffield's
selection of a Target Business.
CONFLICTS OF INTEREST
Mr. Cassidy, the President and Director of Sheffield, is the sole
shareholder of Pierce Mill which is, in turn, the controlling shareholder of
Thornbury Capital. Mr. Cassidy will be responsible for seeking, evaluating,
negotiating and consummating a Business Combination with a Target Business
which may result in terms providing benefits to Mr. Cassidy.
The terms of Business Combination may include such terms as Mr.
Cassidy remaining a director or officer of Sheffield and/or the continuing
securities or other legal work of Sheffield being handled by the law firm of
which Mr. Cassidy is the principal. The terms of a Business Combination may
provide for a payment by cash or otherwise to Pierce Mill for the purchase of
its Sheffield Common Stock by a Target Business. Mr. Cassidy would directly
benefit from such a payment. Such benefits may influence Mr. Cassidy's choice
of a Target Business.
Management expects to be involved with the organization of other blank
check companies of a similar nature and with similar business purposes as
Sheffield. A conflict may arise in the event that another blank check company
with which Management is affiliated is formed and actively seeks a Target
Business. It is anticipated that Target Businesses will be located for
Sheffield and other blank check companies, if any are formed, in chronological
order of the date of formation of such blank check companies. However, any
blank check companies that may be formed may differ from Sheffield in certain
items such as place of incorporation, number of shares and shareholders,
working capital, types of authorized securities, or other items. It may be
that a Target Business may be more suitable for or may prefer a certain blank
check company formed after Sheffield. In such case, a Business Combination
might be negotiated on behalf of the more suitable or preferred blank check
company regardless of date of formation.
Mr. Cassidy is the principal of Cassidy & Associates, a law firm located
in Washington, D.C. As such, demands may be placed on the time of Mr.
Cassidy which would detract from the amount of time he is able to devote to
Sheffield. Mr. Cassidy intends to devote as much time to the activities of
Sheffield as required. However, should such a conflict arise, there is no
assurance that Mr. Cassidy would not attend to other matters prior to those of
Sheffield.
Management owns 10% of Pierce Mill which, in turn, owns 90% of the
outstanding shares of Thornbury Capital and which will receive 90% of the
Dividend Shares. Mr. Cassidy is the sole shareholder of Pierce Mill and is
therefore considered the beneficial owner of the 4,500,000 shares of Sheffield
Common Stock owned by Pierce Mill. No other securities, or rights to
securities, of Sheffield will be issued to Management or promoters, or their
affiliates or associates, prior to the completion of a Business Combination.
At the time of a Business Combination, Management expects that all or some of
4,500,000 shares of Sheffield Common Stock owned by Pierce Mill will be
purchased by the Target Business. After a Business Combination, Management
does not expect that it or any promoter, affiliate or associate will have any
interest in the securities of Sheffield except for their ownership of Dividend
Shares. However, it is possible that Pierce Mill will continue to own some of
the 4,500,000 shares of Sheffield Common Stock it now owns or that it will
receive rights to acquire securities of Sheffield on terms which cannot now be
determined. The amount of Sheffield Common Stock sold or continued to by
owned by Pierce Mill after a Business Combination and any rights to acquire
securities will be disclosed in the Post-Effective Amendment.
There are no agreements or understandings of any kind for any officer or
director to resign at the request of any other person and none of the officers
or directors of Sheffield are acting on behalf of or will act at the direction
of any other person. Any change in these representations will be disclosed in
the Post-Effective Amendment.
Sheffield anticipates seeking out a Target Business through solicitation.
Such solicitation may include newspaper or magazine advertisements, mailings
and other distributions to law firms, accounting firms, investment bankers,
financial advisors and similar persons, the use of one or more World Wide Web
sites and similar methods. No estimate can be made as to the number of persons
who will be contacted or solicited. Such persons will have no relationship to
Management.
Management expects that an additional representation and warranty sought
of a Target Business will be that for an agreed period of time after a Business
Combination Sheffield will employ a securities law firm to make filings required
under the Securities and Exchange Act of 1934, as amended, to assure the
continued eligibility for public trading of the Dividend Shares. However, no
assurance can be given that a Target Business will agree to employ a securities
law firm. Mr. Cassidy is a principal of Cassidy & Associates, a law firm
practicing in the areas of securities and Federal tax law. It is possible that
Management will prefer to enter into a Business Combination with a Target
Business which agrees to have Sheffield retain Cassidy & Associates as its
continuing securities counsel. Such consideration could affect the decision of
which Business Combination Sheffield will enter into, and could, in theory,
result in the choice of a Business Combination for reasons other than
exclusively the characteristics of the Target Business. Any employment of
Cassidy & Associates as continuing securities counsel will be disclosed in the
Post-Effective Amendment.
Management may agree to pay finder's fees, as appropriate and allowed,
to unaffiliated persons who may bring a Target Business to Sheffield where that
reference results in a Business Combination. The amount of any finder's will be
subject to negotiation, and cannot be estimated at this time. No finder's fee
of any kind will be paid to the Management or promoters of Sheffield, or to
their associates or affiliates. No loans of any type have, or will be, made to
Management or promoters of Sheffield or to any of their associates or
affiliates. Any change in these representations will be disclosed in the Post-
Effective Amendment.
None of Sheffield's officers, directors, promoters, or their affiliates or
associates have had any preliminary contact or discussions with and there are no
present plans, proposals, arrangements or understandings with any
representatives of the owners of any business or company regarding the
possibility of a Business Combination.
Sheffield will not enter into a Business Combination, or acquire any assets
of any kind for its securities, in which Management or promoters of Sheffield,
or any affiliates or associates have any interest, direct or indirect. Any
change in these representations will be disclosed in the Post-Effective
Amendment.
Pierce Mill anticipates that it will actively negotiate the purchase of all or
a portion of its 4,500,000 shares of Sheffield Common Stock by a Target
Business, and anticipates that a Target Business will purchase all or part of
its Sheffield Common Stock. The unaffiliated shareholders of Thornbury Capital
will not have an opportunity to approve or consent to such purchase or to the
terms of such purchase.
Management has adopted certain policies involving possible conflicts of
interest, including prohibiting any of the following transactions involving
Management or promoters or their affiliates or associates:
(i) Any lending by Sheffield to such persons;
(ii) The issuance of any additional securities to such persons;
(iii) The entering into any Business Combination or acquisition of
assets in which such persons have any interest, direct or
indirect; or
(iv) The payment of any finder's fees to such persons.
These policies have been adopted by the Board of Directors of Sheffield,
and any changes in these provisions would require the approval of the Board of
Directors. Management does not intend to propose any such action and does not
anticipate that any such action will occur. Any change in these
representations will be disclosed in the Post-Effective Amendment.
There are no binding guidelines or procedures for resolving potential
conflicts of interest. Failure by Management to resolve conflicts of interest
in favor of Sheffield could result in liability of Management to Sheffield.
However, any attempt by shareholders to enforce a liability of Management to
Sheffield would most likely be prohibitively expensive and time consuming.
OTHER BLANK CHECK COMPANIES
Management is not currently involved with any blank check companies
other than Sheffield. In the event that Management does become affiliated
with a blank check company other than Sheffield, then a conflict of interest
may arise regarding competing searches for a Target Business. SEE "Conflicts
of Interest".
INDEMNIFICATION
Pursuant to Delaware law and Sheffield's Certificate of Incorporation and
By-laws, its officers and directors (and former officers and directors) are
entitled to indemnification from it to the full extent permitted by law.
Sheffield's Certificate of Incorporation and By-laws generally provide for such
indemnification for claims arising out of the acts or omissions of the company's
officers and directors in their capacity as such, undertaken in good faith
and in a manner reasonably believed to be in, or not opposed to, the best
interests of Sheffield, and, with respect to any criminal action or
proceeding, as to which they had no reasonable cause to believe that their
conduct was unlawful. The conditions and extent of indemnification are set
forth in the Certificate of Incorporation and By-laws.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers and controlling
persons of Sheffield pursuant to the foregoing provisions, or otherwise,
Sheffield 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 of 1933, as amended, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the company of expenses incurred or paid by a director, officer
or controlling person of Sheffield 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, Sheffield will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933, as amended, and will be governed by the
final adjudication of such issue.
LIMITATION ON LIABILITY
As permitted by Delaware law, Sheffield's Certificate of Incorporation
provides that a director of Sheffield shall not be personally liable for
monetary damages for a breach of fiduciary duty as such, except for liability
(i) for any breach of the director's duty of loyalty, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) improper declaration of dividends, or (iv) for
any transaction from which the director derived an improper personal benefit.
This provision is intended to afford Sheffield's directors additional
protection from, and limit their potential liability from, suits alleging a
breach of their duty of care. Sheffield believes this provision will
assist it in the future in securing the services of directors who are
not employees of it. As a result of the inclusion of such a provision,
stockholders may be unable to recover monetary damages against directors
for actions taken by them which constitute negligence or gross negligence
or which are in violation of their fiduciary duties although it may be
possible to obtain injunctive or other equitable relief with respect to
such actions. If equitable remedies are found not to be available to
shareholders for any particular case, stockholders may not have any
effective remedy against the challenged conduct.
PRINCIPAL STOCKHOLDERS
As of the date of this Prospectus, Pierce Mill and Thornbury Capital are
the only shareholders of Sheffield. The following table sets forth
information as of the date of this Prospectus and as adjusted to reflect the
Distribution of Dividend Shares based on information obtained from the persons
named below, with respect to beneficial ownership of shares of Sheffield
Common Stock by (i) each person known by Sheffield to be the owner of more
than 5% of the outstanding shares of Sheffield Common Stock, (ii) each
director and (iii) all executive officers and directors as a group:
Name and Amount of Beneficial Percentage of Ownership
Address Ownership Shares of Common Stock
Before After Before After
Distribution Distribution Distribution Distribution
Pierce Mill 4,500,000 4,500,000 90% 90%
Associates, Inc.(1)
1504 R Street, N.W.
Washington, D.C. 20009
Thornbury Capital 500,000 0 10% 0%
Corporation (2)
1504 R Street, N.W.
Washington, D.C. 20009
James M. Cassidy 5,000,000(3) 4,950,000(4) 100% 99% (4)
1504 R Street, N.W.
Washington, D.C. 20009
All executive officers
and directors, as a
group (1 person) 5,000,000 4,950,000 100% 99%
________________
(1) Mr. Cassidy, the President and Director of Sheffield, has sole
investment power and sole voting power of the shares indicated
herein.
(2) Mr. Cassidy, the President and Director of Sheffield, has sole
investment power and sole voting power of the shares indicated
herein.
(3) Ownership by Mr. Cassidy is a result of his ownership interest in
Pierce Mill Associates, Inc. and Thornbury Capital.
(4) Ownership by Mr. Cassidy is a result of his ownership interest in
Pierce Mill Associates, Inc. and receipt of Dividend Shares as a
shareholder of Thornbury Capital.
CERTAIN TRANSACTIONS
Sheffield has issued 4,500,000 shares of Sheffield Common Stock, $.0001
par value, to Pierce Mill for a purchase price of $4,500. Sheffield has issued
500,000 Shares of Sheffield Common Stock, $.0001 par value, to Thornbury
Capital for a purchase price of $500.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of Sheffield consists of 50,000,000 shares of
Common Stock, par value $.0001 per share, and 10,000,000 shares of preferred
stock, par value $.0001 per share (the "Sheffield Preferred Stock"). The
following statements relating to the capital stock of Sheffield are summaries
and do not purport to be complete. Reference is made to the more detailed
provisions of, and such statements are qualified in their entirety by
reference to, the Certificate of Incorporation (the "Certificate") and the
By-laws, copies of which are filed as exhibits to the Registration Statement
of which this Prospectus is a part.
SHEFFIELD COMMON STOCK
Holders of Sheffield Common Stock will be entitled to one vote per share
with respect to all matters required by law to be submitted to holders of
Sheffield Common Stock. The Sheffield Common Stock will not have cumulative
voting rights. The Certificate provides that any action required to be taken
or that may be taken at an annual or special meeting of stockholders may be
taken by written consent in lieu of a meeting of stockholders.
Subject to the prior rights of holders of Preferred Stock, if any, holders
of the Sheffield Common Stock will be entitled to receive such dividends as
may be lawfully declared by the Board of Directors. SEE "Dividend Policy."
Upon any dissolution, liquidation or winding up of Sheffield, whether
voluntary or involuntary, holders of the Sheffield Common Stock are entitled
to share ratably in all assets remaining after the liquidation payments have
been made on all outstanding shares of Sheffield Preferred Stock, if any.
Upon the Distribution, the Dividend Shares offered hereby will be fully
paid and nonassessable. The Sheffield Common Stock will not have any
preemptive, subscription or conversion rights. The Board of Directors
has the authority to issue additional shares of Sheffield Common Stock.
Sheffield believes that the Board of Directors' ability to issue additional
shares of Sheffield Common Stock could facilitate certain financings and
acquisitions and provide a means for meeting other corporate needs that might
arise. The authorized but unissued shares of Sheffield Common Stock will be
available for issuance without further action by Sheffield's stockholders,
unless stockholder action is required by applicable law or the rules of any
stock exchange or system on which the Common Stock may then be listed. The
Board of Director's ability to issue additional shares of Sheffield Common
Stock could, under certain circumstances, either impede or facilitate the
completion of a merger, tender offer or other takeover attempt.
SHEFFIELD PREFERRED STOCK
Sheffield is authorized to issue up to 10,000,000 shares of Preferred Stock
without further stockholder approval. The shares of Sheffield Preferred Stock
may be issued in one or more series, with the number of shares of each series
and the rights, preferences and limitations of each series to be determined by
the Board of Directors.
Among the specific matters that may be determined by the Board of
Directors are dividend rights, if any, redemption rights, if any, the terms of
a sinking or purchase fund, if any, the amount payable in the event of any
voluntary liquidation, dissolution or winding up of the affairs of Sheffield,
conversion rights, if any, and voting powers, if any.
The issuance of shares of Sheffield Preferred Stock, or the issuance of
rights to purchase such shares, could be used to discourage an unsolicited
acquisition proposal. For instance, the issuance of a series of Sheffield
Preferred Stock might impede a business combination by including class voting
rights that would enable the holder to block such a transaction, or facilitate
a business combination by including voting rights that would provide a
required percentage vote of the stockholders. In addition, under certain
circumstances, the issuance of Sheffield Preferred Stock could adversely
affect the voting power of the holders of the Sheffield Common Stock.
Although the Board of Directors is required to make any determination to issue
such stock based on its judgment as to the best interests of the stockholders
of Sheffield, the Board of Directors could act in a manner that would
discourage an acquisition attempt or other transaction that some, or a
majority, of the stockholders might believe to be in their best
interests or in which stockholders might receive a premium for their stock over
the then market price of such stock. The Board of Directors does not at present
intend to seek stockholder approval prior to any issuance of currently
authorized stock, unless otherwise required by law or stock exchange rules.
Sheffield has no present plans to issue any Sheffield Preferred Stock.
DIVIDENDS
Sheffield does not expect to pay dividends prior to the consummation of a
Business Combination, if at all. Future dividends, if any, will be contingent
upon Sheffield's revenues and earnings, if any, capital requirements and
governmental financial conditions subsequent to the consummation of a
Business Combination. The payment of dividends subsequent to a Business
Combination will be within the discretion of Sheffield's then Board of
Directors. Sheffield presently intends to retain all earnings, if any, for
use in Sheffield's business operations and accordingly, the Board of
Directors does not anticipate declaring any dividends in the foreseeable
future.
LEGAL PROCEEDINGS
Sheffield is not a party to any legal proceedings and has no knowledge of
any legal proceedings contemplated to be brought by or against it.
LEGAL MATTERS
The legality of the securities being registered by this Registration
Statement is being passed upon by Cassidy & Associates, of which James M.
Cassidy, a Director of Sheffield, is a principal. Mr. Cassidy is the sole
shareholder of Pierce Mill which is the principal stockholder of Sheffield and
which has a controlling interest in Thornbury Capital, the Distributing
Company. SEE "CONFLICTS OF INTEREST" and "PRINCIPAL SHAREHOLDERS".
EXPERTS
The financial statements included in this Prospectus have been audited by
Weinberg, Pershes & Company, P.A., independent certified public accountants,
to the extent and for the period set forth in their report appearing elsewhere
herein, and is included in reliance upon such report given upon the authority of
said firm as experts in accounting and auditing.
SHEFFIELD ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 - INDEPENDENT AUDITORS' REPORT
PAGE 2 - BALANCE SHEET AS OF DECEMBER 31, 1996
PAGE 3 - NOTES TO BALANCE SHEET AS OF DECEMBER 31, 1996
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
Sheffield Acquisitions, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of Sheffield Acquisitions, Inc.
(a development stage company) as of December 31, 1996. This financial
statement is the responsibility of the Company's management. Our responsibility
is to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the balance sheet is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the balance sheet. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall balance sheet
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the balance sheet referred to above presents fairly in all
material respects, the financial position of Sheffield Acquisitions, Inc.
(a development stage company) as of December 31, 1996, in conformity with
generally accepted accounting principles.
WEINBERG, PERSHES & COMPANY, P.A.
Boca Raton, Florida
April 1, 1997
SHEFFIELD ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF DECEMBER 31, 1996
ASSETS
Cash $ 3,492
Due from related party 1,508
TOTAL ASSETS $ 5,000
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities $ -
Stockholders' Equity
Preferred Stock, $.0001 par value, 10 million
shares authorized, zero issued and outstanding -
Common Stock, $.0001 par value, 50 million
shares authorized 5,000,000 issued and
outstanding 500
Capital in excess of par 4,500
Total Stockholders' Equity 5,000
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,000
See accompanying notes to balance sheet.
2
SHEFFIELD ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO BALANCE SHEET
AS OF DECEMBER 31, 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
Sheffield Acquisitions, Inc. (a development stage company) ("the
Company") was incorporated in Delaware on September 25, 1996 to serve
as a vehicle to effect a merger, exchange of capital stock, asset
acquisition or other business combination (the "Business Combination")
with a domestic or foreign private business (the "Target Business"). At
December 31, 1996, the Company had not yet commenced any formal
business operations, and all activity to date relates to the Company's
formation and proposed fund raising. The company's fiscal year end is
December 31.
The Company's ability to commence operations is contingent upon its
ability to identify a prospective Target Business and raise the capital
it will require through the issuance of equity securities, debt
securities, bank borrowings or a combination thereof.
In connection with a registration statement, the Company will distribute
up to 500,000 shares of the Company's common stock to shareholders of
Thornbury Capital Corporation (a related party). The Company received
$500 as consideration for the issuance of the common stock. The Shares
to be distributed to the shareholders will be held in escrow and may not
be sold or transferred until the Company has consummated a Business
Combination.
After the Business Combination is consummated, the Shares will be
released from escrow at no cost to the recipients.
B. Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
3
SHEFFIELD ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO BALANCE SHEET
AS OF DECEMBER 31, 1996
NOTE 2 - PROPOSED DISTRIBUTIONS
The Proposed Distributions call for the Company to register the 500,000
shares of Common Stock being distributed to the stockholders of
Thornbury Capital Corporation (a corporation who will distribute the stock
to its stockholders).
NOTE 3 - STOCKHOLDERS' EQUITY
A. Preferred Stock
The Company is authorized to issue 10,000,000 shares of preferred stock
at $.0001 par value, with such designations, voting and other rights and
preferences as may be determined from time to time by the Board of
Directors.
B. Common Stock
The Company is authorized to issue 50,000,000 shares of common stock
at $.0001 par value. The Company issued 4,500,000 and 500,000 shares
of Common Stock par value $.0001 per share to Pierce Mill Associates,
Inc. and Thornbury Capital Corporation, respectively.
NOTE 4 - RELATED PARTIES
Legal counsel to the Company is a firm owned by a director of the
Company who also owns 100% of the outstanding stock of Pierce Mill
Associates, Inc. The same party is also the controlling shareholder of
Thornbury Capital Corporation.
Pierce Mill Associates, Inc. has agreed to pay all initial costs and
expenses including registration expenses. As of December 31, 1996, the
Company has paid $1,508 of expenses which they anticipate being
reimbursed by Pierce Mill Associates, Inc.
4
No dealer, salesman or any other person has been
authorized to give any information or to make any
representations other than those contained in this prospectus,
and, if given or made, such information or representations
may not be relied on as having been authorized by Sheffield
or by any of the Underwriters. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any
circumstances create an implication that there has been no
change in the affairs of Sheffield since the date hereof. This
Prospectus does not constitute an offer to sell, or solicitation
of any offer to buy, by any person in any jurisdiction in
which it is unlawful for any such person to make such offer
or solicitation. Neither the delivery of this Prospectus nor
any offer, solicitation or sale made hereunder, shall under any
circumstances create any implication that the information
herein is correct as of any time subsequent to the date of the
Prospectus.
------------------------
TABLE OF CONTENTS
Page
Prospectus Summary
Sheffield Acquisitions, Inc.
Risk Factors
Distribution
Proposed Business
Use of Proceeds
Dilution
Capitalization
Management's Discussion and Analysis of
Financial Condition and Results of
Operations
Management
Conflicts of Interest
Principal Stockholders
Description of Capital Stock
Legal Proceedings
Legal Matters
Experts
Index to Financial Statements
Until 90 days after the release of the registered
securities from the Escrow Account, all dealers effecting
transactions in the registered securities, whether or not
participating in this distribution, may be required to deliver a
prospectus. This is in addition to the obligations of dealers to
deliver a Prospectus when Acting as underwriters and with
respect to their unsold allotments or subscriptions.
=======================
SHEFFIELD ACQUISITIONS, INC.
500,000 Shares of
Common Stock
----------
PROSPECTUS
----------
April ____, 1997
=======================
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses in connection with this
Registration Statement. All of such expenses are estimates, other than the
filing fees payable to the Securities and Exchange Commission.
Filing Fee - Securities and Exchange Commission $1,515
Fees and Expenses of Accountants 500
Fees and Expenses of Counsel --- (1)
Blue Sky Fees and Expenses 1,000
Printing and Engraving Expenses 500
Transfer and Distribution Agent Fees 500
Miscellaneous Expenses 985
Total $5,000 (2)
(1) Contributed by Management.
(2) These expenses have been or will be paid by Pierce Mill Associates, Inc.
without recourse to Sheffield.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sheffield is incorporated in Delaware. Under Section 145 of the General
Corporation Law of the State of Delaware, a Delaware corporation has the
power, under specified circumstances, to indemnify its directors, officers,
employees and agents in connection with actions, suits or proceedings brought
against them by a third party or in the right of the corporation, by reason of
the fact that they were or are such directors, officers, employees or agents,
against expenses incurred in any action, suit or proceeding. The Certificate of
Incorporation and the By-laws of Sheffield provide for indemnification of
directors and officers to the fullest extent permitted by the General
Corporation Law of the State of Delaware.
The General Corporation Law of the State of Delaware provides that a
certificate of incorporation may contain a provision eliminating the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
(relating to liability for unauthorized acquisitions or redemptions of, or
dividends on, capital stock) of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit. Sheffield's Certificate of Incorporation contains
such a provision.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
On October 31, 1996, Sheffield issued 4,500,000 shares of Sheffield
Common Stock par value $.0001 per share to Pierce Mill Associates, Inc., a
Delaware corporation for consideration of $4,500 in cash in reliance upon the
exemption from registration provided by Section 4(2) of the Securities Act of
1933. On October 31, 1996, Sheffield issued 500,000 shares of Sheffield
Common Stock, par value $.0001 per share to Thornbury Capital Corporation, a
Delaware corporation for a total consideration of $500 in cash in reliance upon
the exemption from registration provided by Section 4(2) of the Securities Act
of 1933.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
3.(i)** Certificate of Incorporation of Sheffield Acquisitions, Inc.
3.(ii)** By-Laws of Sheffield Acquisitions, Inc.
4.1 Form of Sheffield Common Stock Certificate
5.1 * Opinion of Cassidy & Associates
10.1 * Form of Escrow Agreement for the Dividend Shares
24.1 Consent of Weinberg, Pershes & Company, P.A.
24.2 * Consent of Cassidy & Associates (included in Exhibit 5)
27. * Financial Data Schedule
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* To be filed by Amendment.
** Previously filed.
(b) The following financial statement schedules are included in this
Registration Statement.
None.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(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.
(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 registrant
has been advised that in the opinion of the Securities and Exchange Commission
is that 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
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.
(c) The undersigned registrant hereby undertakes that:
(i) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or 497(h) under
the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(ii) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Sheffield Acquisitions, Inc. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-1 and has
duly caused this Amendment #1 to the Registration Statement on Form S-1 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Washington, D.C. on the 22nd day of April, 1997.
SHEFFIELD ACQUISITIONS, INC.
By: /s/ James M. Cassidy
James M. Cassidy
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/ James M. Cassidy Director, President, April 22, 1997
James M. Cassidy Chief Executive Officer
EXHIBIT INDEX
Page
4.1 Form of Sheffield Common Stock Certificate
24.1 Consent of Weinberg, Pershes & Company, P.A.