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As filed with the Securities and Exchange Commission on June 8, 2001
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN VANGUARD CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 2870 95-2588080
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
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4695 MACARTHUR COURT
SUITE 1250
NEWPORT BEACH, CALIFORNIA 92660
(949) 260-1200
(Address, including zip code, and telephone number,
including area code, of registrant's executive offices)
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ERIC G. WINTEMUTE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AMERICAN VANGUARD CORPORATION
4695 MACARTHUR COURT, SUITE 1250
NEWPORT BEACH, CALIFORNIA 92660
(949) 260-1200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies To:
John B. Miles, Esq.
McDermott, Will & Emery
18191 Von Karman Avenue, Suite 500
Irvine, California 92612-0187
(949) 851-0633
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, 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, 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. [ ]
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Calculation of Registration Fee
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Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate offering Amount of
securities to be registered registered (1) per share(2) price(2) registration fee
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Common Stock (par value 450,000 shares $12.75 $5,737,500 $1,435
$.10 per share)
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(1) Maximum number of shares that may be offered. Pursuant to Rule 416 of the
Securities Act of 1933, as amended, in addition to the shares set forth in
the table, the amount to be registered includes an indeterminate number of
shares issuable as a result of stock splits, stock dividends and
anti-dilution provisions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of the high and low sales
prices of the common stock on the American Stock Exchange on June 7, 2001.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
SUBJECT TO COMPLETION, DATED JUNE 8, 2001
PROSPECTUS
450,000 SHARES
AMERICAN VANGUARD CORPORATION
COMMON STOCK
Certain of our stockholders may offer and sell from time to time an
aggregate of up to 450,000 shares of our common stock. Each selling stockholder
may sell the stock on terms to be determined at the time of sale. We will not
receive any proceeds from this offering.
Our common stock is quoted on the American Stock Exchange under the symbol
"AVD." On June 7, 2001, the closing sale price of our common stock on the
American Stock Exchange was $12.90 per share.
SEE "RISK FACTORS" ON PAGE 2 TO READ ABOUT CERTAIN FACTORS YOU SHOULD
CONSIDER BEFORE BUYING OUR COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus is ________, 2001
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TABLE OF CONTENTS
Summary................................................................. 2
Risk Factors............................................................ 3
Use of Proceeds......................................................... 6
The Selling Stockholders................................................ 6
Plan of Distribution.................................................... 7
About This Prospectus................................................... 8
Where You Can Find More Information..................................... 8
Experts................................................................. 9
SUMMARY
Because this is a summary, it does not contain all of the information about
us that may be important to you. You should read the entire prospectus, and the
more detailed information and the financial statements and related notes which
are incorporated by reference in this prospectus. The terms "Company," "our" and
"we" refer to "American Vanguard Corporation" and its subsidiaries, except where
it is clear that the information relates only to the parent company.
We are a holding company that conducts its business through its
subsidiaries: AMVAC Chemical Corporation, GemChem, Inc., 2110 Davie Corporation,
AMVAC Chemical UK Ltd., Quimica AMVAC De Mexico S.A. de C.V., and Environmental
Mediation, Inc.
AMVAC CHEMICAL CORPORATION
AMVAC is a specialty chemical manufacturer that develops and markets
products for agricultural and commercial uses. It manufactures and formulates
chemicals for crops, human and animal health protection. These chemicals,
including insecticides, fungicides, molluscicides, growth regulators and soil
fumigants, are marketed in liquid, powder and granular forms. AMVAC primarily
manufactures, distributes and formulates its own proprietary products, or custom
manufactures or formulates products for others.
AMVAC has attempted to position itself in smaller niche markets which have
been or are being abandoned by larger chemical companies. In doing so, AMVAC has
acquired the following product lines and businesses, including related
environmental regulatory registration rights, manufacturing and process
technology, trademarks and all product-related intellectual property:
o In May 2000, AMVAC acquired the Dacthal(R) herbicide business from GB
Bioscience Corporation. Dacthal(R) has been sold for weed control in
crops such as onions, garlic, cauliflower, cotton and strawberries for
approximately 30 years.
o In February 2000, AMVAC acquired the Fortress(R) soil insecticide
business from E.I. du Pont de Nemours & Company. The acquisition also
included certain rights and obligations to a delivery system known as
SmartBox and certain finished and semi-finished inventory. Fortress(R)
provides control of the corn rootworm.
o In November 1998, AMVAC acquired the Dibrom(R) insecticide business in
the United States from Valent USA Corporation. The acquisition also
included data package and inventory. Prior to the acquisition and since
1981, AMVAC had manufactured and formulated Dibrom(R) for Valent and
formerly for Chevron, which had held the U.S. rights to Dibrom(R) prior
to Valent. AMVAC has owned the international rights to the Dibrom(R)
product line since 1991.
AMVAC has also made acquisitions of or obtained the exclusive rights to
other product lines:
o In August 2000, AMVAC acquired the exclusive marketing rights in the
United States to the Aztec(R) 4.67% granular corn soil insecticide
business from Bayer Corporation. Aztec(R) is used for control of corn
rootworm and other soil insect pests.
o In 1997, AMVAC purchased from Zeneca, Inc. the rights, title and
interests to Vapam(R) (Metam Sodium), a soil fumigant. The purchase
included inventories of Vapam(R), environmental registrations and other
assets. AMVAC had manufactured Metam Sodium since 1988.
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o In 1993, AMVAC purchased from DuPont the rights, title and interests to
Bidrin(R), including the environmental registration rights. Bidrin(R) is
an insecticide for cotton crops.
o In 1991, AMVAC purchased from Rhone-Poulenc AG Company its Napthalene
Acetic Acid plant growth regulator product line, including the
environmental registration rights.
AMVAC CHEMICAL UK LTD.
AMVAC UK develops product registration and distributor networks for product
lines throughout Europe.
QUIMICA AMVAC DE MEXICO S.A. DE C.V.
AMVAC Mexico markets chemical products for agricultural and commercial uses
in Mexico and related areas.
GEMCHEM, INC.
GemChem is a national chemical distributor. GemChem purchases key raw
materials and sells into the pharmaceutical, cosmetic and nutritional markets.
2110 DAVIE CORPORATION
Davie Corporation currently owns real estate for corporate use only.
ENVIRONMENTAL MEDIATION, INC.
EMI is an environmental consulting firm.
You can contact us by mail or telephone at:
American Vanguard Corporation
4695 MacArthur Court, Suite 1250
Newport Beach, California 92660
(949) 260-1200
RISK FACTORS
You should carefully consider the following risk factors in addition to the
other information contained and incorporated by reference in this prospectus
before purchasing our common stock.
OUR BUSINESS MAY BE ADVERSELY AFFECTED BY CYCLICAL AND SEASONAL EFFECTS.
The chemical industry in general is cyclical and demands for our products
tend to be slightly seasonal. Seasonal usage follows varying agricultural
seasonal patterns, weather conditions and weather related pressure from pests,
and customer marketing programs and requirements. Weather patterns can have an
impact on our operations. The end user of some of our products may, because of
weather patterns, delay or intermittently disrupt field work during the planting
season which may result in a reduction of the use of some of our products. There
can be no assurance that we will adequately address any adverse seasonal
effects. Our inability to effectively address adverse seasonal effects could
have a material adverse effect on our business and operating results.
THE INDUSTRY IN WHICH WE DO BUSINESS IS EXTREMELY COMPETITIVE AND OUR BUSINESS
MAY SUFFER IF WE ARE UNABLE TO COMPETE EFFECTIVELY.
Generally, the treatment against pests of any kind is broad in scope, there
being more than one way or one product for treatment, eradication, or
suppression. We face competition from many domestic and foreign manufacturers,
marketers and distributors participating in our marketplace. Competition in our
marketplace is based primarily on efficacy, price, safety and ease of
application. Many of our competitors are larger and have substantially greater
financial and technical resources. Our ability to compete depends on our ability
to develop additional applications for our current products, and to expand our
product lines and customer base. We compete principally on the basis of the
quality of our products, and the technical service and support given to our
customers.
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There can be no assurance that we will compete successfully with our existing
competitors or with any new competitors. Our inability effectively to compete in
our products or services would have a material adverse effect on our business
and operating results.
IF WE ARE UNABLE SUCCESSFULLY TO POSITION OURSELVES IN SMALLER NICHE MARKETS,
OUR BUSINESS MAY BE ADVERSELY AFFECTED.
We have attempted to position ourselves in smaller niche markets that have
been or are being abandoned by larger chemical companies. These types of markets
tend not to attract larger chemical companies due to the smaller volume demand,
and larger chemical companies have been divesting themselves of products that
fall into such niches. These smaller niche markets require significant and
intensive management input and ongoing product research and are near product
maturity. There can be no assurance that we will be successful in these smaller
niche markets or, if we are successful in one or more niche markets, that we
will continue to be successful in such niche markets. Our inability to be
successful in such niche markets could have a material adverse effect on our
business and operating results.
OUR PRODUCTS ARE SUBJECT TO GOVERNMENTAL REGULATIONS AND APPROVALS.
Our products are subject to laws administered by federal, state and foreign
governments, including regulations requiring registration, approval and labeling
of our products. Substantially all of our products are subject to U.S.
Environmental Protection Agency registration and re-registration requirements,
and are conditionally registered in accordance with the Federal Insecticide,
Fungicide and Rodenticide Act (FIFRA). Such registration requirements are based,
among other things, on data demonstrating that the product will not cause
unreasonable adverse effects on human health or the environment when used
according to approved label directions. All states where any of our products are
used also require registration before they can be marketed or used in that
state. Governmental regulatory authorities have required, and may require in the
future, that certain scientific data requirements be performed on our products.
We, on our behalf and in joint efforts with other registrants, have and are
currently furnishing certain required data relative to our products. Under
FIFRA, the federal government requires registrants to submit a wide range of
scientific data to support U.S. registrations. This requirement has
significantly increased our operating expenses in such areas as testing and the
production of new products. We expect such increases to continue in the future.
Because scientific analyses are constantly improving, it cannot be determined
with certainty whether or not new or additional tests may be required by
regulatory authorities. While FIFRA Good Laboratory Practice standards specify
the minimum practices and procedures which must be followed in order to ensure
the quality and integrity of data related to these tests submitted to the U.S.
EPA, there can be no assurance the EPA will not request certain tests or studies
be repeated. In addition, more stringent legislation or requirements may be
imposed in the future. We can provide no assurance that any testing approvals or
registrations will be granted on a timely basis, if at all, or that our
resources will be adequate to meet the costs of regulatory compliance. Our
inability to be successful in meeting testing and regulatory requirements could
have a material adverse effect on our business and operating results.
WE MAY BE SUBJECT TO ENVIRONMENTAL LIABILITIES.
The Company, its facilities and its products are subject to numerous
federal and state laws and governmental regulations concerning environmental
matters and employee health and safety. We continually adapt our manufacturing
process to the environmental control standards of the various regulatory
agencies. The U.S. EPA and other federal and state agencies have the authority
to promulgate regulations that could have an impact on our operations. We expend
substantial funds to minimize the discharge of materials in the environment and
to comply with governmental regulations relating to protection of the
environment. Federal and state authorities may seek fines and penalties for
violation of the various laws and governmental regulations, and could, among
other things, impose liability on us for cleaning up the damage resulting from
release of pesticides and other agents into the environment. Our inability to
comply with such laws and regulations or a claim for environmental liability
could have a material adverse effect on our business and operating results.
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OUR USE OF HAZARDOUS MATERIALS EXPOSES US TO POTENTIAL LIABILITIES.
Our development and manufacturing of chemical products involve the
controlled use of hazardous materials. While we continually adapt our
manufacturing process to the environmental control standards of regulatory
authorities, we cannot completely eliminate the risk of accidental contamination
or injury from hazardous or regulated materials. In the event of such
contamination or injury, we may be held liable for significant damages or fines.
In the event that such damages or fines are assessed, it could have a material
adverse effect on our business and operating results.
OUR BUSINESS MAY GIVE RISE TO PRODUCT LIABILITY CLAIMS NOT COVERED BY INSURANCE
OR INDEMNITY AGREEMENTS.
Our manufacturing, marketing, distribution and use of chemical products
involve substantial risk of product liability claims. A successful product
liability claim which is not insured may require us to pay substantial amounts
of damages. In the event that such damages are paid, it could have a material
adverse effect on our business and operating results.
ADVERSE RESULTS IN PENDING LEGAL AND REGULATORY PROCEEDINGS COULD HAVE ADVERSE
EFFECTS ON OUR BUSINESS.
We are currently involved in certain legal and regulatory proceedings, as
described in our Annual Report for the year ended December 31, 2000,
incorporated by reference herein. We have and will continue to expend resources
and incur expenses in connection with these proceedings. There can be no
assurance that we will be successful in these proceedings. An adverse
determination in one or more of these proceedings could subject us to
significant liabilities, which could have a material adverse effect on our
business and operating results.
OUR FUTURE SUCCESS WILL DEPEND ON OUR ABILITY TO DEVELOP ADDITIONAL APPLICATIONS
FOR OUR CURRENT PRODUCTS, AND TO EXPAND OUR PRODUCT LINES AND CUSTOMER BASE.
Our success will depend in part on our ability to develop additional
applications for our current products, and to expand our product lines and
customer base in a highly competitive market. There can be no assurance that we
will be successful in adequately addressing these development needs on a timely
basis or that, if these developments are addressed, we will be successful in the
marketplace. In addition, there can be no assurance that products or
technologies (e.g., genetic engineering) developed by others will not render our
products noncompetitive or obsolete. Our failure to address these developments
could have a material adverse effect on our business and operating results.
WE FACE RISKS RELATED TO ACQUISITIONS OF BUSINESSES AND PRODUCT LINES.
We have expanded and intend to continue to expand our operations through
the acquisition of additional businesses and product lines. There can be no
assurance that we will be able to identify, acquire or profitably manage
additional businesses or product lines, or successfully integrate any acquired
businesses or product lines without substantial expenses, delays or other
operational or financial problems. Further, acquisitions may involve a number of
special risks or effects, including diversion of management's attention, failure
to retain key acquired personnel, unanticipated events or circumstances, minimum
purchase quantities, legal liabilities and amortization of acquired intangible
assets and other one-time or ongoing acquisition related expenses. Some or all
of these special risks or effects could have a material adverse effect on our
business and operating results. Client satisfaction or performance problems
associated with a business or product line could have a material adverse impact
on our reputation. In addition, there can be no assurance that acquired
businesses or product lines, if any, will achieve anticipated revenues and
earnings. Our failure to manage our acquisition strategy successfully could have
a material adverse effect on our business and operating results.
WE RELY ON INTELLECTUAL PROPERTY WHICH WE MAY BE UNABLE TO PROTECT, OR WE MAY BE
FOUND TO INFRINGE THE RIGHTS OF OTHERS.
Our proprietary product formulations are protected, to the extent possible,
as trade secrets and, to a lesser extent, by patents and trademarks. We can
provide no assurance that the way we protect our proprietary rights will be
adequate or that our competitors will not independently develop similar or
competing products. Our inability to protect our proprietary rights could have a
material adverse effect on our business and operating results.
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Further, we can provide no assurance that we are not infringing other
parties' rights. Any claims could require us to spend significant sums in
litigation, pay damages, develop non-infringing intellectual property or acquire
licenses to the intellectual property which is the subject of asserted
infringement. Any such claims could have a material adverse effect on our
business and operating results.
WE RELY ON KEY EXECUTIVES IN LARGE PART FOR OUR SUCCESS.
Our success is highly dependent upon the efforts and abilities of our
executive officers, particularly Eric G. Wintemute, our President and Chief
Executive Officer. Although Mr. Wintemute has entered into an employment
agreement, this does not guarantee that he will continue his employment. The
loss of the services of Mr. Wintemute or other executive officers could have a
material adverse effect upon our business and operating results.
CONCENTRATION OF OWNERSHIP AMONG OUR EXISTING CO-CHAIRMEN OF THE BOARD OF
DIRECTORS MAY PREVENT NEW INVESTORS FROM INFLUENCING SIGNIFICANT CORPORATE
DECISIONS.
As of May 18, 2001, Herbert A. Kraft and Glenn A. Wintemute, our
Co-Chairmen of the Board of Directors, beneficially owned approximately 24% and
23%, respectively, of our common stock. These stockholders as a group will be
able to influence substantially our Board of Directors and thus our management
and affairs. If acting together, they would be able to influence most matters
requiring the approval by our stockholders, including the election of directors,
any merger, consolidation or sale of all or substantially all of our assets and
any other significant corporate transaction. The concentration of ownership may
also delay or prevent a change in control if opposed by these stockholders
irrespective of whether the proposed transaction is at a premium price or
otherwise beneficial to our stockholders as a whole.
OUR STOCK PRICE MAY BE VOLATILE AND YOUR INVESTMENT IN OUR STOCK COULD DECLINE
IN VALUE.
The market prices for securities of companies in our industries have been
highly volatile and may continue to be highly volatile in the future. Often this
volatility is unrelated to operating performance of a company.
WE MAY FACE OTHER RISKS NOT DESCRIBED IN THE FOREGOING RISK FACTORS WHICH MAY
IMPAIR OUR BUSINESS OPERATIONS.
The risks and uncertainties described in the risk factors described above
may not be the only ones facing us. Additional risks and uncertainties not
presently known to us may also impair our business operations. If any of the
risks described above actually occur, our business, financial condition and
results of operations could be materially adversely affected. In this case, the
trading price of our common stock could decline, and you may lose all or part of
your investment.
USE OF PROCEEDS
We will not receive any proceeds from the sale of our common stock by the
selling stockholders.
THE SELLING STOCKHOLDERS
The following table sets forth certain information regarding the selling
stockholders, including:
o the name of each selling stockholder,
o the beneficial ownership of common stock of each selling stockholder as
of May 18, 2001, and
o the maximum number of shares of common stock offered by each selling
stockholder.
The information presented is based on data furnished to us by the selling
stockholders.
The number of shares that may be actually sold by each selling stockholder
will be determined by such selling stockholder. Because each selling stockholder
may sell all, some or none of the shares of common stock that it owns, no
estimate can be given as to the number of shares of common stock that will be
owned by the selling stockholders upon termination of the offering.
Pursuant to Rule 416 of the Securities Act of 1933, the selling
stockholders may also offer and sell additional shares of common stock issued as
a result of stock splits, stock dividends and anti-dilution provisions.
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SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR OWNED AFTER
TO OFFERING OFFERING(1)
--------------------- SHARES BEING ---------------------
SELLING STOCKHOLDER NUMBER PERCENT OFFERED NUMBER PERCENT
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Glenn A. Wintemute(2) 647,050 22.6% 225,000 422,050 14.7%
The Kraft Family Trust u/t/a 11/9/89(3) 695,024 24.2% 175,000 520,024 18.1%
Bonita Kraft(4) 46,860 1.6% 12,500 34,360 1.2%
Arlene Kraft(4) 42,350 1.5% 12,500 29,850 1.0%
The Kraft Trust u/t/a 5/11/00(5) 32,527 1.1% 12,500 20,027 *
Vicki Kraft(4) 30,536 1.1% 12,500 18,036 *
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(1) Assumes that the selling stockholders will sell the maximum number of
shares of common stock offered by each selling stockholder.
(2) Glenn A. Wintemute has served as Co-Chairman of the Board of Directors of
the Company since July 1994 and as a director since 1971. He served as
President of the Company and its subsidiaries from 1984 to July 1994 and
President of AMVAC from 1974 to July 1994. He is also the father of Eric
Wintemute, the Company's President and Chief Executive Officer. Shares
shown as beneficially owned by this selling stockholder excludes 13,443
shares of common stock owned by his minor child for whom he is a trustee
and for which he disclaims beneficial ownership.
(3) Herbert A. Kraft is co-trustee of The Kraft Family Trust. Mr. Kraft has
served as Co-Chairman of the Board of Directors of the Company since July
1994. He served as Chairman of the Board and Chief Executive Officer of the
Company from 1969 to July 1994. Shares shown as beneficially owned by this
selling stockholder excludes 1,730 shares of common stock held in an
individually retirement account by Herbert A. Kraft.
(4) This selling stockholder is a family relative of Herbert A. Kraft.
(5) James Kraft, trustee of The Kraft Trust, is a family relative of Herbert A.
Kraft. Shares shown as beneficially owned by this selling stockholder
excludes 1,089 shares of common stock held by James Kraft in a 401k
account.
* Ownership is less than 1%.
PLAN OF DISTRIBUTION
Sales of the shares being sold by the selling stockholders are for the
selling stockholders' own accounts. We will not receive any proceeds from the
sale of the shares offered hereby.
The selling stockholders have advised us that:
o the shares may be sold by the selling stockholders or their respective
pledgees, donees, transferees or successors in interest, on the American
Stock Exchange, in sales occurring in the public market of such market
quotation system, in privately negotiated transactions, through the writing
of options on shares, short sales or in a combination of such transactions;
o each sale may be made either at market prices prevailing at the time of
such sale or at negotiated prices;
o some or all of the shares may be sold through brokers, dealers,
underwriters or agents acting on behalf of the selling stockholders or to
dealers for resale by such dealers;
o one of the members of the Board of Directors of the Company, Jay Harris, is
a principal in Goldsmith & Harris, which may act as a broker for one or
more of the selling stockholders in connection with the sale of some or all
of the shares in this offering; and
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o in connection with such sales, such brokers, dealers, underwriters or
agents may receive compensation in the form of discounts and commissions
from the selling stockholders and may receive commissions from the
purchasers of shares for whom they act as broker or agent (which discounts
and commissions may be less than or exceed those customary in the types of
transactions involved). Any broker, dealer or agent participating in any
such sale may be deemed to be an "underwriter" within the meaning of the
Securities Act of 1933 and will be required to deliver a copy of this
prospectus to any person who purchases any common stock from or through
such broker, dealer, agent or underwriter. We have been advised that, as of
the date hereof, none of the selling stockholders have made any
arrangements with any broker, dealer, agent or underwriter for the sale of
their common stock.
In offering the common stock covered hereby, the selling stockholders and
any broker-dealers and any other participating broker-dealers who execute sales
for the selling stockholders may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933 in connection with such sales, and any
profits realized by the selling stockholders and the compensation of such
broker-dealer may be deemed to be underwriting discounts and commissions. In
addition, any common stock covered by this prospectus which qualifies for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
prospectus.
In order to comply with certain states' securities laws, if applicable, the
common stock will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states, the common stock may not be sold
unless the common stock has been registered or qualified for sale in such state
or an exemption from registration or qualification is available and is complied
with.
Under applicable rules and regulations under Regulation M under the
Securities Exchange Act of 1934, any person engaged in the distribution of our
common stock may not simultaneously engage in market making activities, subject
to certain exceptions, with respect to our common stock for a specified period
set forth in Regulation M prior to the commencement of such distribution and
until its completion. In addition and without limiting the foregoing, each
selling stockholder will be subject to the applicable provisions of the
Securities Act of 1933 and Securities Exchange Act of 1934 and the rules and
regulations thereunder, including, without limitation, Regulation M, which
provisions may limit the timing of purchases and sales of shares of our common
stock by the selling stockholders. The foregoing may affect the marketability of
our common stock.
If necessary, the specific shares of our common stock to be sold, the names
of the selling stockholders, the respective purchase prices and public offering
prices, the names of any agent, dealer or underwriter, and any applicable
commissions or discounts with respect to a particular offer will be set forth in
an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement of which this prospectus is a part.
We will pay substantially all of the expenses incurred by the selling
stockholders and us incident to the offering and sale of the shares of common
stock under this prospectus, excluding any underwriting discounts or
commissions.
ABOUT THIS PROSPECTUS
This prospectus is a part of a registration statement that we have filed
with the SEC using a "shelf registration" process. You should read both this
prospectus and any supplement together with additional information described
under "Where You Can Find More Information."
You should rely only on the information provided or incorporated by
reference in this prospectus or any supplement. We have not authorized anyone
else to provide you with additional or different information. Our common stock
is not being offered in any state where the offer is not permitted. You should
not assume that the information in this prospectus or any supplement is accurate
as of any date other than the date on the front of such documents.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document that we file at the
SEC's public reference rooms located at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at The Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661, and at Seven World Trade Center, Suite 1300, New
York, New York 10048. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our filings with the SEC are also
available to the public on the SEC's Internet web site at http://www.sec.gov.
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The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file with the
SEC later will automatically update and supersede this information. The
following documents filed by us and any future filings made by us with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
until the selling stockholders sell all of the common stock offered hereby, are
incorporated by reference in this Prospectus:
(i) Our Annual Report on Form 10-K for the year ended December 31, 2000
(ii) Our Quarterly Report on Form 10-Q for the period ended March 31,
2001; and
(iii) Our Registration Statement on Form 8-A with respect to our common
stock.
You may request a copy of these filings, at no cost, by writing or
telephoning us at:
American Vanguard Corporation
4695 MacArthur Court, Suite 1250
Newport Beach, California 92660
(949) 260-1200
Attention: James A. Barry
EXPERTS
The financial statements and schedules incorporated by reference in this
prospectus have been audited by BDO Seidman, LLP, independent certified public
accountants, to the extent and for the periods set forth in their report
incorporated herein by reference, and are incorporated herein in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following are the estimated expenses (other than the SEC registration fee)
of the issuance and distribution of the securities being registered, all of
which will be paid by the Company.
SEC registration fee................................. $ 1,435
Fees and expenses of counsel......................... 25,000
Fees and expenses of accountants..................... 2,000
Miscellaneous........................................ 1,500
-------
Total............................................ $29,935
=======
We have agreed to bear all expenses (other than underwriting discounts and
selling commissions, brokerage fees and transfer taxes, if any, and the fees and
expenses of counsel and other advisors to the selling stockholders) in
connection with the registration and sale of the shares being offered by the
selling stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Delaware law, a corporation may indemnify any person who was or is a
party or is threatened to be made a party to an action (other than an action by
or in the right of the corporation) by reason of his service as a director or
officer of the corporation, or his service, at the corporation's request, as a
director, officer, employee or agent of another corporation or other enterprise,
against expenses (including attorneys' fees) that are actually and reasonably
incurred by him ("Expenses"), and judgments, fines and amounts paid in
settlement that are actually and reasonably incurred by him, in connection with
the defense or settlement of such action, provided that he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful.
Although Delaware law permits a corporation to indemnify any person referred to
above against Expenses in connection with the defense or settlement of an action
by or in the right of the corporation, provided that he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the corporation's
best interests, if such person has been judged liable to the corporation,
indemnification is only permitted to the extent that the Court of Chancery (or
the court in which the action was brought) determines that, despite the
adjudication of liability, such person is entitled to indemnity for such
Expenses as the court deems proper. The determination as to whether a person
seeking indemnification has met the required standard of conduct is to be made
(1) by a majority vote of a quorum of disinterested members of the board of
directors, or (2) by independent legal counsel in a written opinion, if such a
quorum does not exist or if the disinterested directors so direct, or (3) by the
shareholders. The General Corporation Law of the State of Delaware also provides
for mandatory indemnification of any director, officer, employee or agent
against Expenses to the extent such person has been successful in any proceeding
covered by the statute. In addition, the General Corporation Law of the State of
Delaware provides the general authorization of advancement of a director's or
officer's litigation expenses in lieu of requiring the authorization of such
advancement by the board of directors in specific cases, and that
indemnification and advancement of expenses provided by the statute shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement or otherwise.
The Company's Certificate of Incorporation and Bylaws, each as amended,
provide for indemnification of the Company's directors, officers, employees and
other agents to the fullest extent not prohibited by the Delaware law.
The Company maintains liability insurance for the benefit of its directors
and officers.
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ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3.1 Certificate of Incorporation of the Company, as amended, incorporated
herein by reference to the Company's Registration Statement on Form 10
(No. 2-85599) filed June 13, 1972.
3.2 Bylaws of the Company, as amended, incorporated herein by reference to
the Company's Form 10-K filed June 13, 1972.
5.1 Opinion of McDermott, Will & Emery regarding legality
23.1 Consent of Independent Certified Public Accountants
23.2 Consent of McDermott, Will & Emery (included in Exhibit 5.1)
24.1 Power of Attorney (included with the signature page to this
Registration Statement)
ITEM 17. UNDERTAKINGS.
(1) 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 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) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(d) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement
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.
(2) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officer and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Newport Beach, California on June 7, 2001.
AMERICAN VANGUARD CORPORATION
By: /s/ James A. Barry
---------------------------------
James A. Barry,
Senior Vice President, Chief
Financial Officer, Secretary/
Treasurer and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Eric G. Wintemute and James A. Barry, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
American Vanguard Corporation) to sign any or all amendments (including
post-effective amendments) to this Registration Statement and to sign a
Registration Statement pursuant to Section 462(b) of the Securities Act of 1933,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons or their
attorneys-in-fact in the capacities indicated on June 7, 2001.
SIGNATURE TITLE
--------- -----
/s/ Eric G. Wintemute President, Chief Executive Officer
- ---------------------------- and Director (Principal Executive Officer)
Eric G. Wintemute
/s/ James A. Barry Senior Vice President, Chief Financial
- ---------------------------- Officer, Secretary/Treasurer
James A. Barry and Director (Principal Financial
and Accounting Officer)
/s/ Herbert A. Kraft Co-Chairman
- ----------------------------
Herbert A. Kraft
/s/ Glenn A. Wintemute Co-Chairman
- ----------------------------
Glenn A. Wintemute
/s/ John B. Miles Director
- ----------------------------
John B. Miles
/s/ Carl R. Soderlind Director
- ----------------------------
Carl R. Soderlind
/s/ Jay R. Harris Director
- ----------------------------
Jay R. Harris
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3.1 Certificate of Incorporation of the Company, as amended, incorporated
herein by reference to the Company's Registration Statement on Form 10
(No. 2-85599) filed June 13, 1972.
3.2 Bylaws of the Company, as amended, incorporated herein by reference to
the Company's Form 10-K filed June 13, 1972.
5.1 Opinion of McDermott, Will & Emery regarding legality
23.1 Consent of Independent Certified Public Accountants
23.2 Consent of McDermott, Will & Emery (included in Exhibit 5.1)
24.1 Power of Attorney (included with the signature page to this
Registration Statement)