As filed with the Securities and Exchange Commission on
May 11, 2001 Registration No. 333-56974
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 3 TO THE
FORM SB-2 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 OF
MIRENCO, INC.
(Exact name of registrant as specified in its charter)
Iowa 3714 336322 39-1878581
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(State or Other (Primary Standard (North American (IRS Employer
Jurisdiction of Industrial Classification Industry Classification Identification
Incorporation or ("SIC") Number) Number System ("NAICS") ("EIN")Number)
Organization) Number)
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206 May Street, PO Box 343
Radcliffe, Iowa 50230
(800) 423-9903
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive office)
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Copy To:
Carl N. Duncan, Esq.
Duncan, Blum & Associates
5718 Tanglewood Drive, Bethesda, Maryland 20817
(301) 263-0200
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of the
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].
APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC: From time to time after the
effective date of the Registration Statement and up to nine (9) months
thereafter or until such earlier time that all the shares registered hereunder
have been sold.
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
Registration Statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
5.1-1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 26. Recent Sales of Unregistered Securities
There has been no established trading market for the Registrant's
common stock since its inception on February 21, 1997. As of July 31, 2000,
Registrant had approximately 4,900 shareholders of record owning its 13,258,877
outstanding shares of common stock.
On March 1, 1997, Registrant issued 9,000,000 shares (considering the
effect of the 3:1 and 5:1 stock splits) of restricted common stock to Mr. Dwayne
L. Fosseen, Chairman, CEO and Treasurer of Registrant and record and beneficial
owner of approximately 68.2% of Registrant's outstanding shares, in
consideration and exchange for his services in connection with the organization
of Registrant. Registrant claimed the exemption from registration in connection
with such private placement offering provided under Section 4(2) of the
Securities Act of 1933 and Rule 505 of Regulation D thereunder.
From May 31, 1997 through April 30, 1998, Registrant issued and sold
(at $.33 per share) an aggregate of 2,572,200 shares (considering the effect of
the 3:1 and 5:1 stock splits) of common stock to 515 purchasers for
consideration of cash and services totaling $857,400. No underwriter was
employed in connection with the offering and sale of the shares. The Company
claimed the exemption from registration in connection with its Small Corporation
Offering Registration ("SCOR") offering provided under Section 3(b) of the
Securities Act of 1933 and Rule 504 of Regulation D promulgated thereunder. The
facts relied upon by the Registrant to make the ss.3(b) SCOR offering exemption
available include the following: (i) the aggregate offering price for the
offering of the shares of common stock did not exceed $1,000,000, less the
aggregate offering price for all securities sold within the twelve months before
the start of and during the offering of the shares in reliance on an exemption
under Section 3(b), or in violation of Section 5(a) of the 1933 Act; (ii) no
general solicitation or advertising was conducted by Registrant in connection
with the offering of any of the shares; and (iii) the Registrant has not been
since its inception (a) subject to the reporting requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended; (b) an "investment
company" within the meaning of the Investment Company Act of 1940, as amended;
or (c) a development stage company that either 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.
During April 1999, Registrant issued and sold (at $1.00 per share) an
aggregate of 58,600 shares (considering the effect of the 5:1 stock split) of
common stock to three employees and one consultant of Registrant for services
rendered totaling $58,000. No underwriter was employed in connection with the
offer and sale of the shares. Registrant claimed the exemption from registration
in connection with such private placement offering provided under Section 4(2)
of the Act and Rule 504 of Regulation D thereunder.
During May through June 1999, Registrant issued and sold (at $5.00 per
share) an aggregate of 66,979 shares of common stock to 192 purchasers for cash
consideration totaling $334,895. As part of the unit offering, the 192
purchasers were also granted a warrant to purchase four shares of common stock
for every one share purchased; specifically, warrants to purchase 267,916 shares
were issued to non-affiliated investors at an exercise price of $5.00 per share,
expiring on June 15, 2002. No underwriter was employed in connection with the
offer and sale of the shares. Registrant claimed the exemption from registration
in connection with such offering provided under Section 4(2) of the Act and Rule
504 of Regulation D thereunder.
From July 30, 1999 and continuing through July 30, 2000, Registrant
offered at $5.00 per share, up to 2,000,000 shares to Iowa residents. No
underwriter was employed in connection with such Iowa-Only Offering of shares.
1,561,248 shares of common stock were sold. Registrant claimed the exemption
from registration in such intra-state offering provided by Section 3(a) (11) of
the Securities Act of 1933. While (1) the shares were part of an issue
registered, offered and sold only to residents of Iowa, (2) Registrant is
incorporated in Iowa and (3) Registrant is doing business within Iowa, certain
of our Iowa-Only Offering Shares were resold by Iowa residents to non-Iowa
residents before "coming to rest" under Section 3 (a) (11) and/or Rule 147's
nine month standard. Accordingly, Registrant voluntarily elected to rescind the
Iowa-Only Offering. Upon completion of this Rescission Offer, approximately 3.7%
of the eligible Iowa-Only Offering Shareholders elected to rescind prior
purchase of shares.
Since inception, Registrant has periodically issued options in
circumstances unrelated to the Rule 504 offering described above:
The first relates to options issued to certain employees, affiliates and/or
service providers under employee benefit plans as defined in Rule 405, namely:
1. According to the 1998 Common Stock Compensation Plan, in December 1998,
options to purchase 367,400 shares were issued to four original
employees for past services at the split-adjusted exercise price of
$0.29 per share, expiring on December 31, 2008.
2. According to the 1998 Common Stock Compensation Plan, in June 1999,
options to purchase 100,000 shares were issued to J. Richard Relick,
our Chief Operating Officer for past services at an exercise price of
$4.25 per share, expiring on June 15, 2009.
3. According to the 1999 Common Stock Compensation Plan, in November 1999,
options to purchase 560,000 shares were issued to Wayne Allison, our
President, and Darrell Jolley, our Chief Financial Officer at an
exercise price of $5.00 per share, expiring on September 30, 2008 and
vesting quarterly through September 30, 2003.
4. According to the 2001 Common Stock Compensation Plan, in March 2001,
options to purchase 9,160 shares were issued to six employees and/or
consultants at an exercise price of $5.00 per share, expiring on March
31, 2010.
The second relates to our March 2000 agreement with Duncan, Blum & Associates,
our securities counsel, to pay for legal services in warrants, in lieu of cash
for services, to purchase 30,000 shares at an exercise price of $0.01 per share,
expiring on March 31, 2003.
Registrant claimed the exemption from registration in connection with each of
these private options and warrants transactions provided under Section 4(2) of
the Securities Act of 1933 and Rule 505 of Regulation D thereunder.
Item 27. Index to Exhibits
(a)(1) Financial Statements -- Included in Prospectus: Independent Certified
Public Accountants' Report. Balance Sheets as of December 31, 2000
and 1999.
Statements of Operations for the years ended December 31, 2000 and 1999
and the period from February 21, 1997 (inception) to December 31, 2000.
Statement of Changes in Stockholders' Equity for the period from
February 21, 1997 (inception) through December 31, 2000.
Statements of Cash Flows for the years ended December 31, 2000 and 1999
and the period from February 21, 1997 (inception) to December 31, 2000.
Notes to Financial Statements.
(a)(2) Included Separately from Prospectus: Consent of Independent Public
Accountants (see Exhibits below).
Other than the Financial Data Schedule, no schedules are included for the
reason that all required information is contained in the financial statements
included in the Prospectus.
(c) Exhibits:
* 3.1 Certificate of Incorporation of Registrant.
* 3.2 Certificates of Amendment to the Certificate of Incorporation.
* 3.3 Bylaws of Registrant
* 3.4 Form of Stock Certificate
5.1 Opinion of Counsel as to the Legality of the Shares.
* 10.1(a) Employment Agreement between Registrant and Dwayne L. Fosseen.
* 10.1(b) Employment Agreement between Registrant and J. Richard Relick.
* 10.1(c) Employment Agreement between Registrant and Wayne Allison.
* 10.1(d) Employment Agreement between Registrant and Darrell Jolley.
* 10.2(a) Stock Option Agreement between Registrant and Wayne Allison.
* 10.2(b) Stock Option Agreement between Registrant and Bruce Bergeron.
* 10.2(c) Stock Option Agreement between Registrant and Richard Evans.
* 10.2(d) Stock Option Agreement between Registrant and Betty Fosseen.
* 10.2(e) Stock Option Agreement between Registrant and Darrell Jolley.
* 10.2(f) Stock Option Agreement between Registrant and J. Richard Relick.
* 10.2(g) Stock Option Agreement between Registrant and Dave Stone.
* 10.3 American Technologies LLC, Fosseen Manufacturing & Development,
Mirenco, Inc., Ethaco Agreements to Terminate Prior Agreements
and Transfer License, respectively.
* 10.4 Purchase Agreement Between Registrant and American
Technologies, LLC.
* 10.5 Environmental Regulatory Approvals with the U.S. Environmental
Protection Agency and California Air Resources Board.
* 10.6 Summary of Patents and Associated Service Marks.
* 10.7 Copies of U.S. and Canadian Patents Issued to Dwayne L. Fosseen.
* 10.8 Summary of Mexican Patents and Associated Protections Issued to
Dwayne L. Fosseen.
* 10.9 Rental Agreement between Registrant and Fosseen Manufacturing &
Development, Inc.
* 10.10 March 31, 2000 Warrant Agreement between Registrant and Duncan,
Blum & Associates.
* 10.11 Registrant's 1999 Stock Compensation Plan.
* 10.12 Registrant's 1998 Stock Compensation Plan.
* 10.13 (a) Lease for Land
* 10.13 (b) Stock Option Agreement between Registrant and Betty Fosseen
* 10.13 (c ) Stock Option Agreement between Registrant and Paul Fornier
* 10.13 (d) Stock Option Agreement between Registrant and Frank Annett
* 10.13 (e) Stock Option Agreement between Registrant and Duane Talbot
* 10.13 (f) Stock Option Agreement between Registrant and Norma Fiddelke
* 10.13 (g) Stock Option Agreement between Registrant and Richard Moffitt
23.1 Consent of Counsel (Duncan, Blum & Associates).
* 23.2 Consent of Auditors (Grant Thornton LLP).
* These exhibits were filed in the July 10, 2000 and March 13, 2001
Registration Statements and/or Pre-Effective Amendments filed
subsequently. Since no changes to such filings have occurred and/or are
not material, these exhibits are not filed herewith and are hereby
incorporated by reference.
5.1-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and has duly caused this
Pre-Effective Amendment No. 3 to the Registration Statement to be signed on its
behalf by the Undersigned, thereunto duly authorized, in the City of Radcliffe,
State of Iowa, on the 11th day of May, 2001.
Mirenco, Inc.
By: /s/ Dwayne W. Fosseen
Dwayne W. Fosseen, Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 3 to the Registration Statement has been signed
below by the following persons in their respective capacity as officer and/or
director of the Registrant on the date indicated.
Signatures/Title Date
/s/ Dwayne Fosseen May 11, 2001
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Dwayne Fosseen, Chairman and Chief Executive Officer
And Treasurer
/s/ J. Richard Relick May 11, 2001
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J. Richard Relick, Director and Chief Operating Officer
and Secretary
/s/ Wayne Allison May 11, 2001
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Wayne Allison, President
/s/ Darrell R. Jolley May 11, 2001
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Darrell R. Jolley, Chief Financial Officer
/s/ Don Williams May 11, 2001
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Don Williams, Director
/s/ Jerrold Handsaker May 11, 2001
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Jerrold Handsaker, Director
5.1-3
CONSENT OF COUNSEL
We herby consent to the reference to us in the Prospectus constituting part
of this Pre-Effective Amendment No. 3 to the Form SB-2 Registration Statement
for Mirenco, Inc. under the caption "Legal Matters."
/s/ DUNCAN, BLUM & ASSOCIATES
Duncan, Blum & Associates
Bethesda, Maryland
May 11, 2001