As filed with the Securities and Exchange Commission, April 3, 2002
File No. 333-58246
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
Amendment 3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALASKA FREIGHTWAYS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 88-0464853
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
300 EAST 54TH AVE., SUITE 200
ANCHORAGE, AK 99518
(907) 227-7319
(Address and telephone number of registrant's principal offices)
DONALD E. NELSON, PRESIDENT
ALASKA FREIGHTWAYS, INC.
300 EAST 54TH AVE., SUITE 200
ANCHORAGE, AK 99518
(907) 227-7319
(Name, address and telephone number of agent for service)
Copies to:
CLETHA A. WALSTRAND, ESQ.
8 EAST BROADWAY, SUITE 609
SALT LAKE CITY, UT 84111-2204
(801) 363-0890
(801) 363-8512 FAX
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
The securities being registered on the Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933.
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. [ ]
CALCULATION OF REGISTRATION FEE
Title of each class Amount to be Proposed offering Proposed maximum Amount of
of securities to registered price per share aggregate offering registration
be registered price fee
Common Stock. . . . 300,000 shares $ 0.75 per share $ 225,000 $ 56.25
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.
THE INFORMATION 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 SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
Subject to completion _____, 2002
PROSPECTUS
$75,000 MINIMUM / $225,000 MAXIMUM
ALASKA FREIGHTWAYS, INC.
COMMON STOCK
This is our initial public offering. We are offering a minimum of 100,000
and a maximum of 300,000 shares of common stock. The public offering price is
$0.75 per share. No public market exists for our shares.
SEE "RISK FACTORS" BEGINNING ON PAGE 2 FOR CERTAIN INFORMATION YOU SHOULD
CONSIDER BEFORE YOU PURCHASE THE SHARES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The shares are offered on a minimum/maximum, best efforts basis directly
through Mr. Brady Strahl, our officer and director. No commission or other
compensation related to the sale of the shares will be paid to Mr. Brady Strahl.
The proceeds of the offering will be placed and held in an escrow account at
Escrow Specialists until a minimum of $75,000 in cash has been received as
proceeds from sale of shares. If we do not receive the minimum proceeds within
90 days from the date of this prospectus, unless extended by us for up to an
additional 30 days, your investment will be promptly returned to you without
interest and without any deductions. This offering will expire 30 days after
the minimum offering is raised. We may terminate this offering prior to the
expiration date.
Price to Public Commissions Proceeds to Company
Per Share . . $ 0.75 $ -0- $ 0.75
Minimum $ 75,000 $ -0- $ 75,000
Maximum . . . $ 225,000 $ -0- $ 225,000
The date of this Prospectus is, _________________ 2002
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PROSPECTUS SUMMARY
ABOUT OUR COMPANY
We are a Nevada corporation, formed on June 1, 2000. Our corporate name is
Alaska Freightways, Inc. and we operate under the name of R.L. Trucking. We
intend to provide transportation and freight brokerage services in the
Anchorage, Alaska area. Our transportation service will be in the trucking area
where we transport goods overland by truck. Freight brokerage involves our
securing loads that need to be hauled and contracting with other transportation
services or independent contractors to perform the job on which we receive a
commission. We are primarily focusing on short to medium haul truckload carrier
and freight brokerage operations.
We will be competing with a large number of transportation and freight
brokerage service companies. The transportation and freight brokerage service
industry is highly fragmented and competitive, with several national freight
service providers as well as a large number of smaller independent businesses
serving local, regional and national markets.
We are currently leasing trucking equipment from one of our officers and
directors, Mr. Richard Strahl. Along with our leased equipment, a significant
portion of our trucking and freight brokerage services is provided through a
network of independent contractors. These relationships allow us to control a
larger fleet of equipment and provide our customers with a broad range of
transportation services without committing significant capital to the
acquisition and maintenance of an extensive asset base. Our relatively low
capital and working capital requirements and variable cost structure should
enable us to be competitive.
We have commenced only limited operations and are considered a
development stage company. As of December 31, 2001 we realized a net income of
$12,702 and have only just established profitable operations. In March 2001, we
implemented our operating plan by offering transportation and freight brokerages
services. As of December 31, 2001, we have generated revenues of $1,548,850 and
have a net income of $12,702 from our operations. These factors raise
substantial doubt about our ability to continue as a going concern. The
proceeds from this offering are needed so we can continue operations and
implement our growth and marketing plan. We intend to actively pursue contracts
for providing transportation and freight brokerage services.
Our principal executive offices are located at 300 East 54th Ave., Suite
200, Anchorage, Alaska 99518. Our telephone number is (907) 227-7319.
ABOUT OUR OFFERING
We are offering a minimum of 100,000 and a maximum of 300,000 shares of
common stock. Upon completion of the offering, we will have 3,530,000 shares
outstanding if the minimum is sold and 3,730,000 shares outstanding if all
shares offered are sold. We will use the proceeds from the offering to lease,
maintain and purchase equipment and if we raise more than the minimum offering
we will implement our marketing and advertising plan.
RISK FACTORS
Investing in our stock is very risky and you should be able to bear a
complete loss of your investment.
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ALASKA FREIGHTWAYS IS A DEVELOPMENT STAGE COMPANY THAT IS NOT OPERATING
AT A PROFIT, SO THERE IS NO ASSURANCE WE WILL EVER BE PROFITABLE OR THAT YOUR
INVESTMENT WILL HAVE FUTURE VALUE. Although our management has past experience
in the trucking and freight brokerage industry, Alaska Freightways is a new
business and investment in our company is risky. We have no meaningful
operating history so it will be difficult for you to evaluate an investment in
our stock. As of December 31, 2001, we have had revenue of $1,548,850 and a net
income of $12,702. We cannot assure you that we will continue to be profitable.
Since we have not proven the essential elements of profitable operations, you
will be furnishing venture capital to us and will bear the risk of complete loss
of your investment in the event we are not successful.
IF WE DO NOT RAISE MONEY THROUGH THIS OFFERING, IT IS UNLIKELY WE CAN
CONTINUE OPERATIONS. As of December 31, 2001, Alaska Freightways had cash of
$9,976 and a receivable from an affiliate of $120,822. Our liabilities are
$9,891 as of December 31, 2001. We are devoting substantially all of our
present efforts to establishing a new business and need the proceeds from this
offering to continue our business and sell our trucking and brokerage services.
We started our planned operation in March 2001, as of December 31, 2001 we have
generated $1,548,850 in revenue and have a net income from operations of
$12,702. If we cannot raise money through this offering, we will have to seek
other sources of financing or we will be forced to curtail or terminate our
business. Even if we raise the minimum amount of this offering, we may find it
necessary to raise additional capital to fully implement our business plan.
There is no assurance that additional sources of financing will be available at
all or at a reasonable cost. These factors raise substantial doubt about our
ability to continue as a going concern.
IF WE WERE UNABLE TO RETAIN EXISTING OR OBTAIN NEW CLIENTS, OUR REVENUES
AND OPERATIONS WILL BE SEVERELY IMPAIRED. We must obtain new clients and extend
or renew existing client contracts on favorable terms to be successful. Our
existing clients are those clients our officers and directors have had a
previous relationship with and we do not have any formal arrangements in place
with these clientsIf we do not succeed in maintaining existing clients and
obtaining new clients, our revenues and results of operations will be adversely
affected.
WE OPERATE IN A VERY COMPETITIVE BUSINESS ENVIRONMENT THAT COULD ADVERSELY
AFFECT OUR ABILITY TO OBTAIN AND MAINTAIN CLIENTS. The transportation and
freight brokerage service industry is highly fragmented and competitive, with
several national freight service providers as well as a large number of smaller
independent businesses serving local and regional markets. The majority of our
competitors have greater financial and other resources than we do. Many of our
competitors also have a history of successful operations and an established
reputation within the industry. Contracts in the transportation and freight
brokerage service industry are generally gained or renewed through a competitive
bidding process. Some of our competitors may be prepared to accept less
favorable fee structures than us when negotiating or renewing contracts. Our
inability to be competitive in obtaining and maintaining clients would have a
material adverse effect on our revenues and results of operations.
WE DEPEND ENTIRELY ON OUR EXECUTIVE OFFICERS TO IMPLEMENT OUR BUSINESS AND
LOSING THE SERVICES OF ANY OF OUR EXECUTIVE OFFICERS WOULD ADVERSELY AFFECT OUR
BUSINESS. Alaska Freightways is in the development stage and requires the
services of our executive officers to become established. We have no employment
agreements with our executive officers. If we lost the services of any of our
executive officers, it is questionable we would be able to find a replacement
and our business would be adversely affected.
WE ARE DEPENDENT UPON THIRD PARTIES FOR TRUCKING EQUIPMENT AND SERVICES
ESSENTIAL TO OPERATE OUR BUSINESS. We rely on third parties to lease equipment
to us and provide driving services necessary for our operations. There have
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historically been periods of equipment shortages in the transportation industry,
particularly in a strong economy. In the event we lose our current lease or are
unable to secure another lease on equipment, our operations will be severely
impacted. Further, if we receive insufficient transportation equipment or
services from these third parties to meet our customers' needs, our business,
results of operations and financial position could be materially adversely
affected.
OUR RELIANCE ON DRIVERS WHO ARE INDEPENDENT CONTRACTORS COULD REDUCE OUR
OPERATING CONTROL AND WE MAY HAVE TROUBLE ATTRACTING AND RETAINING INDEPENDENT
CONTRACTORS. We rely on the services of drivers who are independent contractors
that may cause disadvantages such as reduced operating control compared to
companies who do not rely as heavily on independent contractors. We also face
potential difficulties attracting independent contractors during times when
freight services are in high demand. In most cases, contracts with independent
contractors are terminable upon short notice by either party. Typically our
independent contract drivers are hired on a per job basis without formal
contract. We do not currently have any formal written agreements with any
independent contract drivers. We cannot assure that we will be successful in
obtaining the services of independent contractors or that any independent
contractors who terminate their contracts with us can be replaced.
A DETERMINATION BY REGULATORS THAT OUR INDEPENDENT CONTRACTORS ARE
EMPLOYEES COULD EXPOSE US TO VARIOUS LIABILITIES. From time to time, tax and
other regulatory authorities and others have sought to assert that independent
contractors in the trucking industry are employees, rather than independent
contractors. There can be no assurance, that tax authorities or others will not
successfully challenge this position, or that such interpretations will not
change, or that tax laws will not change. If our independent contractors were
determined to be employees, such determination could materially increase our
exposure under a variety of federal and state tax, worker's compensation,
unemployment benefits, labor and employment and tort laws, as well as our
potential liability for employee benefits. Our business model relies on the fact
that our independent contractors are not deemed to be employees, and exposure to
any of the above increased costs would impair our competitiveness in the
industry.
IF WE CANNOT PASS ON ANY INCREASED COSTS TO OUR CUSTOMERS, OUR NET PROFITS
WILL DECREASE. Economic recession, customers business cycles, increases in
prices charged by third party carriers, interest rate fluctuations and other
economic factors over which we have no control may adversely effect our
business. We may not be able to pass through to our customers the full amount of
increased transportation costs or if passed through to our customers we may not
be able to competitively price our services.
WE ARBITRARILY DETERMINED OUR OFFERING PRICE. The offering price of the
shares was arbitrarily determined by our management. The offering price bears
no relationship to our assets, book value, net worth or other economic or
recognized criteria of value. In no event should the offering price be regarded
as an indicator of any future market price of our securities. In determining
the offering price, we considered such factors as the prospects for our
products, our management's previous experience, our historical and anticipated
results of operations and our present financial resources.
OUR STOCK IS SUBJECT TO THE PENNY STOCK RULES WHICH IMPOSES SIGNIFICANT
RESTRICTIONS ON THE BROKER-DEALERS AND MAY AFFECT THE RESALE OF OUR STOCK. A
penny stock is generally a stock that
- is not listed on a national securities exchange or Nasdaq,
- is listed in "pink sheets" or on the NASD OTC Bulletin Board,
- has a price per share of less than $5.00 and
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- is issued by a company with net tangible assets less than $5 million.
The penny stock trading rules impose additional duties and responsibilities
upon broker-dealers and salespersons effecting purchase and sale transactions in
common stock and other equity securities, including
- determination of the purchaser's investment suitability,
- delivery of certain information and disclosures to the purchaser, and
- receipt of a specific purchase agreement from the purchaser prior to
effecting the purchase transaction.
Many broker-dealers will not effect transactions in penny stocks, except on
an unsolicited basis, in order to avoid compliance with the penny stock trading
rules. Because our common stock is subject to the penny stock trading rules,
- such rules may materially limit or restrict the ability to resell our
common stock, and
- the liquidity typically associated with other publicly traded equity
securities may not exist; and
- such rules because it may affect an investor's ability to sell the stock,
may also have a depressive effect on your stock price.
SHARES OF STOCK THAT ARE ELIGIBLE FOR SALE BY OUR STOCKHOLDERS MAY DECREASE
THE PRICE OF OUR STOCK. Upon completion of the offering, we will have 3,530,000
shares outstanding if the minimum is sold and 3,730,000 shares outstanding if
the maximum is sold, of which 100,000 shares will be freely tradable if the
minimum is sold or 300,000 if the maximum is sold and 3,430,000 shares that are
restricted shares but may be sold under Rule 144 commencing in June 2001. If
the holders sell substantial amounts of our stock, then the market price of our
stock could decrease.
MR. RICHARD STRAHL CONTROLS ALASKA FREIGHTWAYS WHICH LIMITS YOUR ABILITY TO
DIRECT OUR ACTIVITIES. Our president, Mr. Richard Strahl owns and controls a
majority of our outstanding stock and will continue to hold a majority of the
stock after this offering. As the majority shareholder, Mr. Strahl controls all
shareholder votes as well as the composition of the board and management. Mr.
Strahl may not necessarily vote in a manner consistent with that of other
shareholders.
FORWARD-LOOKING STATEMENTS
You should carefully consider the risk factors set forth above, as well as
the other information contained in this prospectus. This prospectus contains
forward-looking statements regarding events, conditions, and financial trends
that may affect our plan of operation, business strategy, operating results, and
financial position. You are cautioned that any forward-looking statements are
not guarantees of future performance and are subject to risks and uncertainties.
Actual results may differ materially from those included within the
forward-looking statements as a result of various factors. Cautionary
statements in this "Risk Factors" section and elsewhere in this prospectus
identify important risks and uncertainties affecting our future, which could
cause actual results to differ materially from the forward-looking statements
made in this prospectus.
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DILUTION AND COMPARATIVE DATA
At December 31, 2001, we had a net tangible book value which is total
assets less total liabilities of $155,190 or a net tangible book value per
share of approximately $.0452. The following table shows the dilution to your
equity interest without taking into account any changes in our net tangible book
value after December 31, 2001, except the net proceeds received from our limited
offering and sale of the minimum and maximum number of shares offered.
ASSUMING MINIMUM ASSUMING MAXIMUM
SHARES SOLD SHARES SOLD
Shares Outstanding. . . . . . . . . . . 3,530,000 3,730,000
Public offering proceeds
at $0.75 per share (after expenses) . . $ 50,000 $ 200,000
Net tangible book value after offering. $ 205,190 $ 355,190
Net tangible book value per share
before offering . . . . . . . . . . . . $ .0452 $ .0452
Increase attributable to
Purchase of shares by
new investors . . . . . . . . . . . . . $ .0129 $ .0500
Pro forma net tangible
book value after offering . . . . . . . $ .0581 $ .0952
Dilution per share to new investors . . $ .6919 $ .6548
Percent dilution. . . . . . . . . . . . 92.25% 87.31%
The following table summarizes the comparative ownership and capital
contributions of existing common stock shareholders and investors in this
offering as of December 31, 2001:
Shares Owned Total Consideration Average Price
Number % Amount Per Share
Present Shareholders
Minimum Offering . 3,430,000 65% $138,160 $ 0.40
Maximum Offering . 3,430,000 38% $138,160 $ 0.40
New Investors
Minimum Offering . 100,000 35% $75,000 $ .75
Maximum Offering . 300,000 62% $225,000 $ .75
The numbers used for Present Shareholders assumes that none of the present
shareholders purchase additional shares in this offering. Of our Present
Shareholders, the founders and principal shareholders own 3,160,000 shares for
which they paid $3,160, while 270,000 shares were sold to accredited investors
for a total of $135,000.
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The above table illustrates that as an investor in this offering, you will
pay a price per share that substantially exceeds the price per share paid by
current shareholders and that you will contribute a high percentage of the total
amount to fund Alaska Freightways, but will only own a small percentage of our
shares. New investors will contribute $75,000 if the minimum is raised or
$225,000 if the maximum offering is raised, compared to $138,160 contributed by
current shareholders. Further, if the minimum is raised, new investors will own
only 2.8% of the total shares and if the maximum is raised new investors will
own only 8% of the total shares.
USE OF PROCEEDS
The net proceeds to be realized by us from this offering, after deducting
estimated offering related expenses of approximately $25,000 is $50,000 if the
minimum number of shares is sold and $200,000 if the maximum number of shares is
sold.
The following table sets forth our estimate of the use of proceeds from the
sale of the minimum and maximum amount of shares offered. Since the dollar
amounts shown in the table are estimates only, actual use of proceeds may vary
from the estimates shown.
actual use of proceeds may vary from the estimates shown.
Description Assuming Sale of Assuming Sale of
Minimum Offering Maximum Offering
Total Proceeds . . . . . . . . . $ 75,000 $ 225,000
Less Estimated Offering Expenses 25,000 25,000
Net Proceeds Available . . . . . 50,000 200,000
Use of Net Proceeds
Equipment lease, maintenance . 40,000 125,000
and purchase
Advertising. . . . . . . . . . 0 25,000
Working capital. . . . . . . . 10,000 50,000
TOTAL NET PROCEEDS . . . . . . . $ 50,000 $ 200,000
The working capital reserve may be used for general corporate purposes to
operate, manage and maintain the current and proposed operations including wages
and salaries, professional fees, expenses and other administrative costs. Costs
associated with being a public company, including compliance and audits of our
financial statements will be paid from working capital and revenues generated
from our operations. If we receive less than the entire offering amount, funds
will be applied according to the priorities outlined above. For example, if more
than the minimum is raised but less than the maximum amount, the proceeds will
first be allocated according to the minimum amount and an excess will be applied
60% to equipment lease and maintenance, 12% to advertising and the balance
applied to working capital. Pending expenditures of the proceeds of this
offering, we may make temporary investments in short-term, investment grade,
interest-bearing securities, money market accounts, insured certificates of
deposit and/or in insured banking accounts.
DETERMINATION OF OFFERING PRICE
The offering price of the shares was arbitrarily determined by our
management. The offering price bears no relationship to our assets, book value,
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net worth or other economic or recognized criteria of value. In no event should
the offering price be regarded as an indicator of any future market price of our
securities.
DESCRIPTION OF BUSINESS
GENERAL
We were incorporated in the state of Nevada on June 1, 2000 under the name
Alaska Freightways, Inc. We currently operate in Anchorage, Alaska under the
name RL Trucking. We intend to provide transportation and freight brokerage
services.
OUR BUSINESS
Our initial focus will be providing trucking and freight hauling and
brokerage services, in and around the Anchorage area. Freight hauling includes
identifying loads that need to be hauled and then use our own trucks and
trailers to perform the service. Freight brokerage services will also be
employed and involves identifying loads that need to be hauled and contracting
with other transportation services or independent contractors to perform the
service for which we receive a commission. Strategically located in a fast
developing city, Anchorage, we will work toward establishing a steady clientele
and orders for our services. We will also actively seek other companies that
are interested in outsourcing their transportation needs. Our primary interest
is the short to medium haul trucking which is up to fifty miles from town and
freight brokerage operations.
Our current operations include local hauling of gravel products for several
ongoing projects. We are also hauling asphalt, concrete material and ballast
rock in the short to medium haul range. Although not a part of our typical
operations, we are currently hauling Alaskan soil from Anchorage to Napa Valley,
California and will soon deliver Alaskan soil to New Mexico and Las Vegas.
THE TRUCKING SEGMENT
Transportation modes include rail, highway, water, air and pipeline
transportation. Ground transportation is the largest component of the domestic
freight transportation market. Ground transportation consists primarily of
trucking and rail services, with a small portion related to pipeline transport.
Transportation service offerings that utilize multiple modes of transportation
are commonly known as intermodal. Our services are targeted at freight that is
shipped within Alaska.
Trucking is a vital segment of the transportation system in the United
States. The trucking industry is comprised of more than 500,000 for-hire,
private and government fleets, including owner operators. It employs 9.7 million
people, including 3.12 million drivers, and accounts for nearly 5% of the U.S.
gross domestic product, according to the Economics & Statistical Analysis
Department at American Trucking Association
(http://www.truckline.com/infocenter/econ/econ_about.html as of Feb. 22, 2001).
According to the same source, the for-hire truckload market segment of the
transportation industry accounted for approximately $65 billion of revenue in
1998.
Providers of freight hauling services include private shippers who manage
the transportation of their own freight, for-hire service providers such as
over-the-road trucking companies and third-party transportation and logistics
companies such as intermodal marketing companies. Over-the-road trucking
companies are those providers that are dispatched for long hauls state wide or
for out of state hauling and intermodal marketing companies are those providers
that transport goods involving more than one mode of transportation, for
example, truck to train, or train to barge. Providers in the freight
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transportation industry compete on the basis of cost, delivery time, reliability
and precision of delivery and pick-up, as well as freight-specific requirements
such as handling and temperature control.
The truckload transportation market generally consists of a
service-sensitive segment and a price-sensitive segment. Shippers of high value
or time-sensitive goods tend to be more concerned with the service capability of
the carrier than simply obtaining the lowest priced transportation. In many
cases, carriers choose either to provide premium service and charge rates
consistent with that service or to compete primarily on the basis of price.
The trucking market is comprised of private and for-hire fleets, handling
either truckload or less-than-truckload shipments over various lengths of haul.
Relative advantages of trucking versus other modes include flexibility of
pickup, route, and delivery as well as relatively rapid delivery cycles.
Trucking is often at a cost disadvantage versus other modes of transportation,
such as rail, due to capacity limitations and high variable costs related to
fuel and labor. However, trucking is often advantageous for shorter lengths of
haul. Private fleets operated by shippers represent the largest sector of the
non-local trucking industry, but has been losing market share to for-hire
carriers since deregulation of the industry began in 1980. Shippers' increased
focus on cost reduction and core competencies has led to an accelerated rate of
growth of the for-hire trucking sector.
The truckload transportation industry currently is undergoing changes that
affect both shippers and carriers. Shippers, which are the customers of
trucking companies, have been focusing their capital resources on their primary
businesses and are outsourcing their transportation requirements. Shippers
increasingly have been seeking to reduce the number of authorized carriers they
utilize and to establish service-based, long-term relationships with smaller
groups of preferred or "core carriers" who are often able to provide a wide
range of services. While truckload transportation market remains highly
fragmented, there is an emerging trend among carriers toward consolidation in
order to become better positioned with customers as core carriers. Carriers are
also consolidating to take advantage of economies of scale in purchasing
equipment and in recruiting and retaining drivers.
The truckload market is further segmented on the basis of length of haul.
In the long haul market, the average length of haul is greater than 1,500 miles.
In this segment, truckload carriers compete with air freight on the basis of
lower prices and with railroads on the basis of time of delivery. In the
medium-to-long haul segment, the average length of haul ranges from 750 miles to
1,500 miles. We are focusing on short to medium haul ranges.
An article released by PR Newswire on December 4, 2000 from Alexandria, VA
states that, according to the American Trucking Associations, a record $198
billion in gifts and goods will be delivered by truck to homes and businesses
across the country, a six percent increase over last year. As trucks fan out
across the nation bearing their special holiday cargo, the industry will
simultaneously set another record - passing the 200 billion miles-driven mark in
the year 2000.
Trucking, for-hire and private, moves more of the nation's freight, whether
measured by value, tons, and ton-miles, than other methods such as train or air
freight. Ton-miles is the hauling cost of one ton offload per one mile of haul.
Changes in how goods are produced and increases in international trade have
contributed to the rise in freight tonnage and tin-miles over the past few
years.
FREIGHT BROKERAGE SEGMENT
Other elements of the trucking industry include truck brokerage and the use
of independent contractors to provide services. Truck brokerage involves the
outsourced arrangement of trucking services by a third-party with a licensed
carrier on behalf of a shipper. Truck brokerage allows us to offer trucking
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services without actually having dedicated capacity. The use of independent
contractors generally facilitates a low investment in transportation equipment
and increased flexibility.
OPERATING STRATEGY
Our operating strategy is to provide high quality transportation and
freight brokerage services that position us as a preferred supplier or "core
carrier" to shippers, initially in Alaska. We do not compete primarily on a
price basis, but on a price and quality basis. We seek to effect this strategy
by providing reliable, time-definite pick up and delivery services. An
important factor in our ability to effect this strategy is the ready
availability of drivers. We are developing a log of drivers who are
independent contractors, allowing us to have a large number of available work
force.
We believe that our operating strategy will position us to capitalize on
evolving trends in the transportation industry. Shippers are reducing their
number of approved carriers to a small group of core carriers. As a small
carrier with the capability to also offer freight brokerage services, we are
well-situated to capitalize on this trend.
INDEPENDENT CONTRACTORS
We rely on the services of independent agents and contractors in our
trucking services. Although we lease a small number of tractors and trailers,
the majority of our truck equipment and drivers are provided by independent
contractors and agents. Our relationships with independent contractors allow us
to provide customers with a broad range of trucking services without the need to
commit capital to acquire and maintain an asset base.
Independent contractors and fleet owners are compensated on the basis of
mileage rates and a fixed percentage of the revenue generated from the shipments
they haul. Under the terms of our typical contracts, independent contractors
must pay all the expenses of operating their equipment, including driver wages
and benefits, fuel, physical damage insurance, maintenance and debt service. We
have not entered into any formal contracts with independent contractors at the
present time.
BUSINESS CYCLE
Historically, sectors of the transportation industry have been cyclical as
a result of economic recession, customers' business cycles, increases in prices
charged by third-party carriers, interest rate fluctuations and other economic
factors over which we have no control. Increased operating expenses incurred by
third-party carriers can be expected to result in higher costs to us, and our
net revenues and income from operations could be materially adversely affected
if we were unable to pass through to our customers the full amount of increased
transportation costs. Economic recession or a downturn in our customers'
business cycles also could have a material adverse effect on our operating
results if the volume of freight shipped by those customers were reduced.
Further, if independent contractors cost rises as a result of adverse economic
changes, they may increase their rates which will result in higher cost to us if
we are unable to pass this cost through to our customers when using independent
contractor services.
COMPETITION
The transportation services industry is highly competitive and fragmented.
Our trucking and freight brokerage business competes primarily against other
domestic non-asset-based transportation and freight brokerage companies,
asset-based transportation and freight brokerage companies, third-party freight
brokers, private shipping departments and freight forwarders. We compete with
other short to medium haul truckload carriers; internal shipping conducted by
10
existing and potential customers and, to a lesser extent, railroads and air
transportation. Competition is based primarily on freight rates, quality of
service, such as damage free shipments, on-time delivery and consistent transit
times, reliable pickup and delivery and scope of operations. We also compete
with transportation services companies for the services of independent agents,
and with trucklines for the services of independent contractors and drivers.
There are a number of other trucking companies that may have substantially
greater financial resources, operate more equipment or carry a larger volume of
freight than we do. Our local competition includes Weaver Bros., Inc. Alberts
Trucking B&M Trucking, Beluga Trucking Inc., and Bootleg Trucking Inc.
Some of our competitors may be prepared to accept less favorable fee
structures than us when bidding for contracts. There can be no assurance that we
will be able to compete successfully or that the competitive pressures faced by
us, including those described, will not have a material adverse effect on our
business, results of operations and financial condition.
We have yet to establish our reputation and develop name recognition. We
intend to become competitive by offering better service and prices than our
competitors.
Our primary emphasis is service, especially to our repeat customers, rather
than price alone. However, the industry in which we operate is extremely price
sensitive and we are responsive to competitive price pressures.
As a small business and to effectively compete with larger carriers, we
have chosen a non-asset based structure. This provides greater flexibility and
allows us to accept more jobs without having to purchase or lease additional
equipment. This also increases our name recognition in the local market. When
we commit to a contract with a client for a job that is too large for our own
capacity, we may engage services of several independent contractors for
different parts of the job. We receive revenue for our freight service and our
total cost includes fees paid to independent contractors.
We also compete with other motor carriers in hiring qualified drivers.
Although we currently have an adequate number of drivers, there can be no
assurance that we will not be affected by a shortage of qualified drivers in the
future. Significant driver turnover is a problem within the industry as a
whole. In addition, the trucking industry is experiencing a diminished
workforce of qualified drivers. As a result, we must compete with other
transportation service companies for the available drivers. We anticipate that
the intense competition for qualified drivers in the trucking industry will
continue.
We work with a select group of independent contractors who own and operate
their own tractors and trailers. The owner-operators provide us with an
additional source of drivers, particularly during periods of peak demand for
transportation services.
MARKETING AND ADVERTISING
We intend to market high quality, "just-in-time" freight truckload services
in the truckload carrier market. Our operations are statewide, Anchorage in
particular. We are actively establishing a presence in these regions and intend
to develop a competitive ability for the return shipment of goods, which reduces
the amount of empty truck miles and increases overall productivity and
profitability.
We currently have one employee, Richard Strahl, who develops and implements
our advertising strategies, including identifying clients and developing
business relationships with local businesses. Additionally, this person is
responsible for soliciting advertising contracts. We intend to increase the
11
size of our sales force as our sales and revenues increase. We intend to use
print advertising, direct mail and local telephone directories as our initial
advertising and marketing methods.
Our marketing strategy is to emphasize our commitment to high levels of
service, flexibility, responsiveness, analytical planning and information
management in order to serve customers' demands for time definite pickup and
delivery. We are seeking to establish, maintain and strengthen our presence
with prospective customers.
We maintain a strong commitment to expanding our relationships with our
customers. Customer shipping patterns will be monitored on a regular basis,
allowing us flexibility in responding rapidly to the varying service demands of
our customers.
GOVERNMENTAL REGULATION
The trucking industry is subject to regulatory oversight and legislative
changes which can affect the economics of the industry by requiring certain
operating practices or influencing the demand for, and the costs of providing,
services to shippers. The Department of Transportation of the United States
("DOT"), as well as various state agencies that have jurisdiction over us, have
broad powers, generally governing such matters as authority to engage in motor
carrier operations, rates and charges, certain mergers, consolidations and
acquisitions, and periodic financial reporting. Rates and charges are not
directly regulated by these authorities. As primarily a contract carrier, we
negotiate competitive rates directly with customers as opposed to relying on
schedule tariffs. State agencies impose tax, license and bonding requirements.
The Motor Carrier Act of 1980 commenced a program to increase competition
among motor carriers and to diminish regulation in the industry. Following this
deregulation, applicants have more easily been able to obtain DOT operating
authority, and interstate motor carriers have been able to impose certain rate
changes without DOT approval. The Motor Carrier Act also removed many route and
commodity restrictions on transportation of freight. Each state regulates to
some extent what a motor carrier may transport in that state. We intend to
obtain authority from the states in which we may carry general commodities such
as soil, gravel, wood, etc., on an as needed basis.
Under the Negotiated Rates Act of 1993, certain procedures must be followed
for resolving claims involving unfilled, negotiated transportation rates.
Generally, when a claim is made by a motor carrier of property for the
collection of rates and charges in addition to those originally billed and
collected by the carrier, the person against whom the claim is made may elect to
satisfy the claim pursuant to certain provisions specified in the Negotiated
Rates Act. The Negotiated Rates Act specifies the types of disputes to be
resolved by the ICC and allows for the nonpayment of the disputed additional
compensation until the dispute is resolved. We believe that we are in
compliance in all material respects with the provisions of the Negotiated Rates
Act.
Interstate motor carrier operations are subject to safety requirements
prescribed by the DOT. Such matters as weight and dimensions of equipment are
also subject to federal and state regulation. We comply with all applicable
regulations imposed on Company's employees and owner-operators. The DOT's
national commercial driver's license, drug testing requirements and new alcohol
and drug-use regulations have not to date and are not expected to adversely
affect the availability to us of qualified drivers.
The Company's operations are subject to federal, state and local laws and
regulations concerning the environment. We have not received any notices from
12
any regulatory authority relating to any violation of any environmental law and
incur no material costs specifically related to compliance with such laws.
EMPLOYEES
Mr. Nelson, our president, will devote full time in order to run the
business of Alaska Freightways, Inc. We anticipate Mr. Strahl, our
secretary/treasurer will devote at least 50% of his time to the operations of
Alaska Freightways. Mr. Brady Strahl will devote as much time as required to
perform his duties
Other than our officers, we currently have two full time employees. At
present, we do not intend to hire additional full time employees until such time
as our operations require. We are developing a log of drivers who are
independent contractors, which will allow it to have a much larger number of
available work force than if it were to maintain a limited amount of employees.
Although we do not have binding contracts, we have established relationships
with over 20 independent contractors who have agreed to provide their services
when needed. We intend to continue to rely on independent contractors in the
future. Potential risks we may face by relying on independent contractors is
the availability of their services and any increase in transportation costs that
we cannot pass on to our customers.
PROPERTIES
Our principal address is 300 West 54th Avenue, Suite 200, Anchorage,
Alaska, 99518. Our president provides this office space at no cost to us and
will continue this arrangement until such time as we generate sufficient revenue
to rent.
We operate a fleet of eight tractors and fourteen trailers. Three of the
tractors and ten of the trailers are owned by RL Trucking and Richard L. Strahl,
an officer of the company, five additional tractors and four trailers are on a
on a four year lease in the name of Richard L. Strahl. hawse have signed an
equipment lease agreement with Richard L. Strahl and RL Trucking allowing us to
lease the equipment on as needed basis until such time as we can purchase our
own trucks, which minimizes our capital commitment for trucking. According to
the terms of the lease, the lease payments are to include an amount sufficient
to pay the principal and interest on the current loan against the equipment and
a reasonable amount of monies for insurance and maintenance. We also agreed to
assume responsibility for the payment of all fuel used by the trucks. The
aggregate annual amount we currently pay to lease the fleet is $123,000.
We also intend to work with owner-operators to provide additional tractors
and trailers if needed. We plan to establish standard specifications for the
purchase of equipment replacements.
LEGAL PROCEEDINGS
We are not a party to any bankruptcy, receivership or other legal
proceeding, and to the best of our knowledge, no such proceedings by or against
Alaska Freightways have been threatened.
PLAN OF OPERATION
As of December 31, 2001, we generated $1,548,850 in revenue and realized
a net income of $12,702. We have $155,190 in total assets and$9,891 in total
liabilities. We believe that the proceeds from this offering will satisfy our
cash requirements for the next twelve months.
13
In January and February 2001, we issued 270,000 shares for $135,000 in
cash. These funds are being used for legal, accounting, administrative,
consulting and marketing costs. We need at least the minimum amount of proceeds
from this offering to further implement our business plan and continue
operations.
Should we receive the minimum offering of $75,000, we will realize net
proceeds of $50,000. This amount will enable us to maintain existing leases on
equipment and lease additional equipment and provide us with sufficient working
capital to continue operations for a period of twelve months. We will not be
able to fully implement our marketing and advertising plan with proceeds from
the minimum offering and instead will have to rely on funds received from
operations for marketing and advertising. Even if we raise the minimum amount
of the offering, we may find it necessary to raise additional capital to fully
implement our business plan. Should we receive the maximum amount of the
offering, we will realize net proceeds of $200,000. This amount will enable us
to lease and purchase additional equipment, implement our marketing and
advertising plan and provide us with additional working capital. We intend to
use the majority of the proceeds to enter additional equipment leasing
arrangements and provide maintenance for our current leased fleet. We
anticipate an increase in capital expenditures consistent with anticipated
growth in operations, infrastructure and personnel.
We intend to develop and increase our customer base through advertising and
referrals from previous customers. If necessary, we will advertise to increase
our pool of independent contractors.
We may purchase trucking equipment during the next twelve month if our
operating revenues are sufficient to allow us to do so. Depending on the
success of our operations, we plan to hire up to five additional employees by
the end of our first 12 months of operations. These additional employees may
serve in any of the following capacities: drivers; marketing and promotion; and
administration.
If we are unable to raise the minimum offering amount, it will be necessary
for us to find additional funding in order to market our services and maintain
our lease arrangements. In this event, we may seek additional financing in the
form of loans or sales of our stock. There is no assurance that we will be able
to obtain financing on favorable terms or at all or that we will find qualified
purchasers for the sale of our stock.
We are devoting substantially all of our present efforts to establishing
a new business and need the proceeds from this offering to continue our business
and sell our trucking and brokerage services. Although we started our planned
operation in March 2001, we have only generated $1,548,850 in revenue as of
December 31, 2001 and we have a net operating income of $12,702. If we cannot
raise money through this offering, we will have to seek other sources of
financing or we will be forced to curtail or terminate our business. Even if we
raise the minimum amount of this offering, we may find it necessary to raise
additional capital to fully implement our business plan. There is no assurance
that additional sources of financing will be available at all or at a reasonable
cost. These factors raise substantial doubt about our ability to continue as a
going concern.
14
MANAGEMENT
NAME AGE POSITION SINCE
- ----------------- --- --------------------------------- ---------
Donald L. Nelson. 43 President, CEO and Director June 2000
Richard L. Strahl 58 Secretary, Treasurer and Director June 2000
Brady Strahl. . . 23 Director and Vice President June 2000
DONALD E. NELSON, CEO, PRESIDENT. Mr. Nelson was the owner of Fleet
Services, a truck repair, fabrication, and maintenance company from June 1983 to
July 1987, working under contracts with Weaver Bros., K&W Trucking, Lynden
Transport, and Drilling Mud Haulers. From July 1987 to January 1994 he worked as
a shop mechanic supervisor & instructor for Craig Taylor Equipment Co. located
in Fairbanks, Alaska. From January 1994 to December 1999 he was a supervisor,
concrete and asphalt cutting, for Summit Paving & Construction, Inc. in
Anchorage, Alaska. Starting in December 1999, Mr. Nelson has been the production
manager and the director of maintenance for APC Export, Inc. located in
Anchorage, AK.
RICHARD L. STRAHL, SECRETARY/TREASURER, DIRECTOR. Mr. Strahl is currently
serving as a President and CEO of APC Export, Inc., a soil development company
located in Anchorage, Alaska. He assumed this position in September of 1998,
after owning RL Trucking company from March 1989 to October 1998. He is the
father of Brady Strahl.
BRADY STRAHL, VICE PRESIDENT AND DIRECTOR. From June 1995 to October 1998
Mr. Strahl was providing dispatch and equipment management services to RL
Trucking. From October 1998 to present Mr. Strahl is an undergraduate student
at Gonzaga University with a major in Business.
COMPENSATION
The Company does not have employment contracts with its executive officers,
but has agreed to pay Donald Nelson and Richard Strahl $80,000 each for their
services in 2001. Brady Strahl will not receive a salary until our operations
are profitable. No salaries were paid to officers for the year ended December
31, 2000. The officers will defer their salaries until such time as we generate
sufficient revenue to pay the identified salary.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our company's charter provides that, to the fullest extent that limitations
on the liability of directors and officers are permitted by the Nevada Revised
Statutes, no director or officer of the company shall have any liability to the
company or its stockholders for monetary damages. The Nevada Revised Statutes
provide that a corporation's charter may include a provision which restricts or
limits the liability of its directors or officers to the corporation or its
stockholders for money damages except: (1) to the extent that it is provided
that the person actually received an improper benefit or profit in money,
property or services, for the amount of the benefit or profit in money, property
or services actually received, or (2) to the extent that a judgment or other
final adjudication adverse to the person is entered in a proceeding based on a
finding in the proceeding that the person's action, or failure to act, was the
result of active and deliberate dishonesty and was material to the cause of
action adjudicated in the proceeding. The company's charter and bylaws provide
that the company shall indemnify and advance expenses to its currently acting
and its former directors to the fullest extent permitted by the Nevada Revised
15
Business Corporations Act and that the company shall indemnify and advance
expenses to its officers to the same extent as its directors and to such further
extent as is consistent with law.
The charter and bylaws provide that we will indemnify our directors and
officers and may indemnify our employees or agents to the fullest extent
permitted by law against liabilities and expenses incurred in connection with
litigation in which they may be involved because of their offices with Alaska
Freightways. However, nothing in our charter or bylaws of the company protects
or indemnifies a director, officer, employee or agent against any liability to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office. To the extent that a director has been successful in defense of any
proceeding, the Nevada Revised Statutes provide that he shall be indemnified
against reasonable expenses incurred in connection therewith.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and is, therefore, unenforceable.
PRINCIPAL STOCKHOLDERS
The following table sets forth the beneficial ownership of our common stock
as of the date of this prospectus, and as adjusted to reflect the sale of
100,000 shares if we sell the minimum and 300,000 shares if we sell the maximum.
The table includes:
- each person known to us to be the beneficial owner of more than five
percent of the outstanding shares
- each director of Alaska Freightways, Inc.
- each named executive officer of Alaska Freightways, Inc.
NAME & ADDRESS # OF SHARES % BEFORE % AFTER OFFERING
BENEFICIALLY OFFERING MINIMUM MAXIMUM
OWNED
Donald Nelson (1) . . . . 500,000 14.57% 14.16% 13.40%
300 East 54th Ave.
Suite 200
Anchorage, AK 99518
Richard L. Strahl (1)(2). 2,500,000 72.88% 70.82% 67.02%
300 East 54th Ave.
Suite 200
Anchorage, AK 99518
Brady Strahl (1)(2) . . . 10,000 0.29% 0.28% 0.26%
GU MSC 395
502 East Boone Ave.
Spokane, WA 99258
All directors and
executive officers as a. 3,010,000 87.75% 85.26% 80.69%
group (3 people)
16
(1) Officer and/or director
(2) Richard L. Strahl is the father of Brady Strahl.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Richard L and Brady Strahl are father and son.
During our development stage, we entered an agreement with Richard Strahl
to provide consulting services for which we paid $1,500.
We have entered into a lease agreement with Richard Strahl to lease the
trucks and trailers we will initially use in our business. Mr. Strahl is to be
paid the principal and interest amount due on each loan against the equipment as
well as a reasonable amount of monies for insurance and maintenance for each
truck and trailer leased by us. We are responsible for the payment of all fuel
used by the trucks. The aggregate annual lease amount is $123,000. As of
December 31, 2001, we have paid Mr. Strahl $87,477 under the lease
agreement.
Brady Strahl purchased 10,000 shares $10 cash. Donald Nelson purchased
500,000 shares for $500 cash. Richard Strahl purchased 2,500,000 shares for
$2,500 cash. Nina Kravchenko, a founder, purchased 150,000 shares for $150
cash.
Richard Strahl loaned us $100 to open our corporate bank account. We have
since repaid the loan with no interest.
We paid Richard Strahl a total of $14,529 and $1,500 respectively for
consulting services for the periods ending December 31, 2001 and 2000.
DESCRIPTION OF THE SECURITIES
COMMON STOCK
We are authorized to issue up to 50,000,000 shares of common stock with a
par value of $.001. As of the date of this prospectus, there are 3,430,000
shares of common stock issued and outstanding.
The holders of common stock are entitled to one vote per share on each
matter submitted to a vote of stockholders. In the event of liquidation,
holders of common stock are entitled to share ratably in the distribution of
assets remaining after payment of liabilities, if any. Holders of common stock
have no cumulative voting rights, and, accordingly, the holders of a majority of
the outstanding shares have the ability to elect all of the directors. Holders
of common stock have no preemptive or other rights to subscribe for shares.
Holders of common stock are entitled to such dividends as may be declared by the
board of directors out of funds legally available therefor. The outstanding
common stock is, and the common stock to be outstanding upon completion of this
offering will be, validly issued, fully paid and non-assessable.
We anticipate that we will retain all of our future earnings, if any, for
use in the operation and expansion of our business. We do not anticipate paying
any cash dividends on our common stock in the foreseeable future.
17
TRANSFER AGENT
Interwest Transfer Company, Inc., 1981 East 4800 South, Salt Lake City,
Utah 84124, is our transfer agent.
SHARES AVAILABLE FOR FUTURE SALE
As of the date of this prospectus, there are 3,430,000 shares of our common
stock issued and outstanding. Upon the effectiveness of this registration
statement, 100,000 shares of common stock will be freely tradable is the minimum
is sold and 300,000 shares of common stock will be freely tradable if the
maximum is sold. The remaining 3,430,000 shares of common stock will be subject
to the resale provisions of Rule 144. Sales of shares of common stock in the
public markets may have an adverse effect on prevailing market prices for the
common stock.
Rule 144 governs resale of "restricted securities" for the account of any
person (other than an issuer), and restricted and unrestricted securities for
the account of an "affiliate of the issuer. Restricted securities generally
include any securities acquired directly or indirectly from an issuer or its
affiliates which were not issued or sold in connection with a public offering
registered under the Securities Act. An affiliate of the issuer is any person
who directly or indirectly controls, is controlled by, or is under common
control with the issuer. Affiliates of the company may include its directors,
executive officers, and person directly or indirectly owning 10% or more of the
outstanding common stock. Under Rule 144 unregistered resales of restricted
common stock cannot be made until it has been held for one year from the later
of its acquisition from the company or an affiliate of the company. Thereafter,
shares of common stock may be resold without registration subject to Rule 144's
volume limitation, aggregation, broker transaction, notice filing requirements,
and requirements concerning publicly available information about the company
("Applicable Requirements"). Resales by the company's affiliates of restricted
and unrestricted common stock are subject to the Applicable Requirements. The
volume limitations provide that a person (or persons who must aggregate their
sales) cannot, within any three-month period, sell more that the greater of one
percent of the then outstanding shares, or the average weekly reported trading
volume during the four calendar weeks preceding each such sale. A non-affiliate
may resell restricted common stock which has been held for two years free of the
Applicable Requirements.
MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS
We have six shareholders of our stock. Currently, there is no public
trading market for our securities and there can be no assurance that any market
will develop. If a market develops for our securities, it will likely be
limited, sporadic and highly volatile.
Presently, we are privately owned. This is our initial public offering.
Most initial public offerings are underwritten by a registered broker-dealer
firm or an underwriting group. These underwriters generally will act as market
makers in the stock of a company they underwrite to help insure a public market
for the stock. This offering is to be sold by Brady Strahl, our officer and
director. We have no commitment from any brokers to sell shares in this
offering. As a result, we will not have the typical broker public market
interest normally generated with an initial public offering. Lack of a market
for shares of our common stock could adversely affect a shareholder in the event
a shareholder desires to sell his shares. Currently, we do not plan to have our
shares listed nor do we have any agreements with any market makers. At some
time in the future, a market maker may make application for listing our shares.
Currently the Shares are subject to Rule 15g-9, which provides, generally,
that for as long as the bid price for the Shares is less than $5.00, they will
18
be considered "penny stocks" under rules promulgated under the Exchange Act.
Under these rules, broker-dealers participating in transactions in penny stocks
must first deliver a risk disclosure document which describes the risks
associated with such stocks, the broker-dealer's duties, the customer's rights
and remedies, and certain market and other information, and make a suitability
determination approving the customer for low priced stock transactions based on
the customer's financial situation, investment experience and objectives.
Broker-dealers must also disclose these restrictions in writing to the customer
and obtain specific written consent of the customer, and provide monthly account
statements to the customer. Should the broker-dealer fail to meet the
disclosure requirements within the time specified under Rule 15g3, the purchaser
may enjoy the right to rescind the transaction. Consequently, so long as the
common stock is a designated security under the Rule, the ability of
broker-dealers to effect certain trades may be affected adversely, thereby
impeding the development of a meaningful market in the common stock. The likely
effect of these restrictions will be a decrease in the willingness of
broker-dealers to make a market in the stock, decreased liquidity of the stock
and increased transaction costs for sales and purchases of the stock as compared
to other securities.
PLAN OF DISTRIBUTION
We are offering up to 300,000 shares on a best efforts basis directly to
the public through Mr. Brady Strahl, an officer and director, who will offer the
shares for Alaska Freightways. The offering is a best efforts offering and will
conclude 90 days from the date of this prospectus unless extended an additional
30 days our discretion. We may terminate this offering prior to the expiration
date.
In order to buy our shares, you must complete and execute the
subscription agreement and make payment of the purchase price for each share
purchased either in cash or by check payable to the order of Escrow Specialists,
Alaska Freightways, Inc., Escrow Account.
Solicitation for purchase of our shares will be made only by means of this
prospectus and communications with Mr. Brady Strahl, our officer and director
who is employed to perform substantial duties unrelated to the offering, who
will not receive any commission or compensation for his efforts, and who is not
associated with a broker or dealer.
Mr. Brady Strahl will not register as a broker-dealer pursuant to Section
15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which
sets forth those conditions under which a person associated with an issuer may
participate in the offering of the issuer's securities and not be deemed to be a
broker-dealer.
We have the right to accept or reject subscriptions in whole or in part,
for any reason or for no reason. All monies from rejected subscriptions will be
returned immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected within 48 hours after
we receive them.
LEGAL MATTERS
The legality of the issuance of the shares offered hereby and certain
other matters will be passed upon for Alaska Freightways, Inc. by Cletha A.
Walstrand, P.C., Salt Lake City, Utah.
EXPERTS
The audited financial statements of Alaska Freightways, Inc. as of December
31, 2001 appearing in this Prospectus and Registration Statement have been
audited by Hawkins Accounting, Certified Public Accountant, as set forth in
their report appearing elsewhere herein, and are included in reliance upon such
report given upon the authority of said firm as experts in accounting and
auditing.
19
ADDITIONAL INFORMATION
We have filed a Registration Statement on Form SB-2 under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to the shares
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement and the exhibits and schedules thereto. For
further information with respect to Alaska Freightways and the shares offered
hereby, reference is made to the Registration Statement and the exhibits and
schedules filed therewith. A copy of the Registration Statement, and the
exhibits and schedules thereto, may be inspected without charge at the public
reference facilities maintained by the Securities and Exchange Commission in
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of all or
any part of the Registration Statement may be obtained from the Commission upon
payment of a prescribed fee. This information is also available from the
Commission's Internet web site, http://www.sec.gov.
20
ALASKA FREIGHTWAYS, INC.
[A Development Stage Company]
CONTENTS
PAGE
----
Independent Auditors' Review Report. . . . . . . . . . . . . . . . . . 22
Balance Sheets, December 31, 2001 and 2000 . . . . . . . . . . . . . . 23
Statement of Operations for the year ended December 31, 2001 and 2000. 24
Statement of Shareholders' Equity for year ended December 31, 2001 and
From June 1, 2000, date of inception to December 31, 2000. . . . . . 25
Statement of Cash Flows for the year ended December 31, 2001 and
From June 1, 2000, date of inception to December 31, 2000. . . . . . 26
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . 27
21
Hawkins Accounting
17415 Monterey St.
Suite 200
Morgan Hill, CA 95037
To the Board of Directors and Shareholders
Alaska Freightways, Inc.
Anchorage, Alaska
Independent Auditor's Report
I have audited the balance sheet of Alaska Freightways, Inc. as of December 31,
2001 and 2000 and the related statements of operations, stockholders' equity and
cash flows for the year ended and from June 1, 2000, date of inception, to
year-end December 31, 2000. These financial statements are the responsibility
of the Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides reasonable basis for
my opinion.
In my opinion, the financial statements referred to in the first paragraph
present fairly, in all material respects, the financial position of Alaska
Freightways, Inc as of December 31, 2001 and 2000, the results of operations the
cash flows and the cumulative results of operations and cumulative cash flows
for the year ended and from June 1, 2000, date of inception, to the year then
ended December 31, 2000, in conformity with generally accepted accounting
principles.
/s/Hawkins Accounting
- ----------------------
March 26, 2002
22
ALASKA FREIGHTWAYS, INC
BALANCE SHEET
DECEMBER 31, 2001 AND 2000
2001 2000
--------- --------
ASSETS
Current assets
Cash . . . . . . . . . . . . . . . $ 9, 976 $ 697
Receivable from affiliate. . . . . 120,822
--------- --------
Total current assets . . . 130,798 697
Fixed assets
Office equipment. . . . . . . . . . 1,790
Accumulated depreciation. . . . . . (298)
--------- --------
1,492 0
Investments . . . . . . . . . . . . . . . . . 22,900
Total assets. . . . . . . . . . . . . . . . . $155,190 $ 697
========== ========
LIABILITIES
Current liabilities
Accounts payable. . . . . . . . . . $ 5,166 $ 3,000
Loans payable to shareholder. . . . 489 100
Short term note . . . . . . . . . . 2,000 0
Federal income taxes payable. . . . 2,236 0
--------- --------
Total liabilities . . . . . . . . . . . . . . 9,891 3,100
SHAREHOLDERS' EQUITY
Common stock 50,000,000 shares
authorized $.001 par value
3,430,300 outstanding . . . 3,430 3,160
Paid in capital . . . . . . . . . . 134,730
Retained earnings . . . . . . . . . 7,139 (5,563)
--------
145,299 (2,403)
Total liabilities and shareholders' equity. . $155,190 $ 697
========== ========
The accompanying footnotes are an integral part of the financial statements
23
ALASKA FREIGHTWAYS, INC
STATEMENT OF OPERATIONS
For the year ended December 31, 2001 and from June 1, 2000
Date of Inception to December
2001 2000
----------- -----------
Revenue. . . . . . . . . . . . . . . . . . . . . . $1,548,850 $ 0
Cost of revenue. . . . . . . . . . . . . . . . . . 1,235,722 0
----------- -----------
Gross margin . . . . . . . . . . . . . . . . . . . 313,128 0
Operating expenses
Accounting fees . . . . . . . . . . . . . . . 13,810 4,000
Advertising . . . . . . . . . . . . . . . . . 783
Bank charges. . . . . . . . . . . . . . . . . 193 63
Consulting fees . . . . . . . . . . . . . . . 53,742 1,500
Depreciation. . . . . . . . . . . . . . . . . 298
Automobile. . . . . . . . . . . . . . . . . . 16,953
Insurance . . . . . . . . . . . . . . . . . . 45,954
Licenses and taxes. . . . . . . . . . . . . . 12,403
Miscellaneous . . . . . . . . . . . . . . . . 32,783
Office supplies . . . . . . . . . . . . . . . 897
Postage . . . . . . . . . . . . . . . . . . . 297
Printing and reproduction . . . . . . . . . . 42
Professional services . . . . . . . . . . . . 4,100
Rent. . . . . . . . . . . . . . . . . . . . . 11,340
Repairs . . . . . . . . . . . . . . . . . . . 78,643
Telephone . . . . . . . . . . . . . . . . . . 3,051
Training. . . . . . . . . . . . . . . . . . . 3,000
Travel and entertainment. . . . . . . . . . . 18,760
Utilities . . . . . . . . . . . . . . . . . . 2,785
----------- -----------
Total expenses. . . . . . . . . . . . . 299,834 5,563
----------- -----------
Income (Loss) from operations. . 13,294 (5,563)
Other income and (expenses)
Interest income. . . . . . . . . 2,151
Interest expense . . . . . . . . (507)
----------- -----------
Total other income and (expense) 1,644 0
Provision for income tax . . . . . . . . . . . . . (2,236) 0
----------- -----------
Total net income (loss) . . . . . $ 12,702 $ (5,563)
============ ==========
(Loss) per share . . . . . . . . . . . . . . . . . 0.01 (0.01)
Weighted average per share . . . . . . . . . . . . 3,424,166 3,160,000
============ ==========
The accompanying notes are an integral part of the financial statements
24
ALASKA FREIGHTWAYS, INC
STATEMENT OF SHAREHOLDERS' EQUITY
For the year ended December 31, 2001 and for the period
from June 1, 2000 Date of Inception to December 31, 2000
Date Shares Amount Paid in Capital Total
- ------------------ ---------- ------- ---------------- ---------
December 13, 2000. 500,000 $ 500 $ 0 $ 500
December 13, 2000. 10,000 10 0 10
December 20, 2000. 2,500,000 2,500 0 2,500
December 26, 2000. 150,000 150 150
Net (loss) . . . . (5,563)
---------- ------- ---------------- ---------
3,160,000 $ 3,160 $ 0 $ (2,403)
========== ======= ================ =========
Date . . . . . . . Shares Amount Paid in Capital Total
- ------------------ ---------- ------- ---------------- ---------
December 31, 2000. 3,160,000 $ 3,160 $ 0 $ (2,403)
January, 2001. . . 200,000 200 99,800 100,000
February, 2001 . . 70,000 70 34,930 35,000
Net income . . . . 12,702
---------- ------- ---------------- ---------
3,430,000 $ 3,430 $ 134,730 $145,299
========== ======= ================ =========
The accompanying notes are an integral part of the financial statements
25
ALASKA FREIGHTWAYS, INC
STATEMENT OF CASH FLOWS
For the year ended December 31, 2001 and from June 30, 2000
Date of Inception to December 30, 2000
2001 2000
---------- --------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss) . . . . . . . . . . . . . . . . . . . $ 12,702 $(5,563)
Adjustment to reconcile net income
to net cash provided by operating activities
Depreciation . . . . . . . . . . . . . . . . . . . . 298
Increase in receivable from affiliate. . . . . . . . (120,822)
Increase (Decrease) in accounts payable. . . . . . . 2,166 3,000
(Decrease) in note payable . . . . . . . . . . . . . 389 100
Increase in federal taxes payable. . . . . . . . . . 2,236 0
NET CASH PROVIDED
BY OPERATING ACTIVITIES
(103,031) (2,463)
INVESTING ACTIVITIES
Purchase of equipment. . . . . . . . . . . . . . . . . 1,790
FINANCING ACTIVITIES
Purchase of investments. . . . . . . . . . . . . . . (22,900)
Short term borrowings. . . . . . . . . . . . . . . . 2,000
Sale of common stock . . . . . . . . . . . . . . . . 135,000 3,160
---------- --------
NET CASH PROVIDED BY
FINANCING ACTIVITIES . . . . . . . . . . . . . . . . . 114,000
INCREASE IN CASH
AND CASH
EQUIVALENTS. . . . . . . . . . . . . . . . . . . . . . 9,279 697
Cash and cash equivalents at the beginning of year . . . 697 0
---------- --------
Cash and cash equivalents at the end pf period . . . . . 9,976 697
========== ========
Supplemental disclosures to the statement of cash flows
Interest paid during the year. . . . . . . . . . . . . $ 507
==========
The accompanying notes are an integral part of the financial statements
26
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------
Nature of the business - Alaska Freightways, Inc (the "Company)
------------------------
operates as a trucking company hauling over the road goods.
Development Stage Company - The Company is a development stage
---------------------------
company, as defined in the Financial Accounting Standards Board No. 7.
The Company is devoting substantially all of its present efforts in
funding the company and attracting investors for major expansion.
Pervasiveness of estimates - The preparation of financial statements
----------------------------
in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets, 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 these estimates.
Cash and cash equivalents - For financial statement presentation
----------------------------
purposes, the Company considers all short term investments with a
maturity date of three months or less to be cash equivalents.
Property and equipment - Property and equipment will be recorded at
------------------------
cost. Maintenance and repairs are expensed as incurred; major renewals
and betterments are capitalized. When items of property or equipment
are sold or retired, the related costs and accumulated depreciation
are removed from the accounts and any gain or loss is included in
income.
Depreciation will be provided using the straight-line method, over the
useful lives of the assets. Since the company has yet to commence
operations, no depreciation has been taken. Equipment consists of
moldings being developed.
Income taxes - Income taxes are provided for the tax effects of
-------------
transactions reported in the financial statements and consist of taxes
currently due plus deferred taxes related primarily to differences
between the recorded book basis and the tax basis of assets and
liabilities for Financial and income tax reporting. The deferred tax
assets and liabilities represent the future tax return consequences of
those differences, which will either be taxable or deductible when the
assets and liabilities are recovered or settled. Deferred taxes are
also recognized for operating losses that are available to offset
future taxable income.
27
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------
Earnings per share - Basic earnings per share amounts are computed by dividing
- --------------------
the net income by the weighted average number of common shares outstanding.
NOTE 2: BACKGROUND
The Company was incorporated under the laws of the State of Nevada on June 1,
2000. The Company commences operations during the first quarter of 2001. Prior
to that it was in the development stage.
NOTE 3: NOTE RECEIVABLE FROM AFFILIATE
The Company has advanced funds to an affiliated corporation that is controlled
by the majority shareholder of the Company. The note is unsecured and is due on
December 31, 2002. The interest rate is 8%.
NOTE 4: INVESTMENTS
During the year ending December 31, 2001 the Company purchased shares of common
stock in two separate companies. Neither company is a publicly traded company
and the shares have no ready market value at the date of the balance sheet. The
Company believes that these companies will eventually go public and have a
market value and should be held for the long term investment opportunities. The
investments are held at cost.
NOTE 5: NOTES PAYABLE
The notes payable is to a company that is providing consulting services to the
Company. The terms of the note are 12% interest payable on December 31, 2002.
NOTE 6: COMMON STOCK
Founder's stock- at the initial organizational meeting of the Company, the board
- ---------------
of directors voted to issue stock to the founders of the corporation. These
shares which total 3,160,000 shares are to be issued for consideration of $.001
per share. As of December 31, 2000 3,160,000 shares have been paid for and
issued. For the year ending December 31, 2001 the Company sole to three
accredited investors 270,000 shares of its common stock raising $135,000 in
proceeds.
28
NOTE 7: RELATED PARTY TRANSACTIONS
The Company has entered into an agreement with the majority shareholder to lease
the necessary equipment in order to commence operations. The Company further
agrees that these leases are operating leases and will lease only the needed
equipment until such time as the Company is able to purchase the equipment
itself. For the year ending December 31, 2001 the Company paid to the
shareholder $87,477 for the leasing of the trucks.
The Company further paid the majority shareholder a total of $14,529 and $1,500
respectively for consulting services for the periods ending December 31,2001 and
2000.
NOTE 8: INCOME TAXES
The provision of income tax consists for the tax years ended December
31:
Current tax provision 2001 2000
----------------------- ---- ----
Federal $2,236 $ 0
The Company is incorporated in the state of Nevada where there is no state
corporate tax so no provision is made for state corporate tax. The federal
corporate tax rate is 15%.
The net operating loss that occurred in the prior year was used in the current
year.
29
$75,000 / $225,000
ALASKA FREIGHTWAYS, INC.
100,000 SHARES MINIMUM
300,000 SHARES MAXIMUM
COMMON STOCK
$.001 PAR VALUE
---------------------
PROSPECTUS
---------------------
___________________ 2001
================================================================================
Until _____________, 2001, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealers' obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
- --------------------------------
TABLE OF CONTENTS
- --------------------------------
Prospectus Summary. . . . . . . . . . . . . . . . . . . . . . . . . 2
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Forward-Looking Statements. . . . . . . . . . . . . . . . . . . . . 5
Dilution and Comparative Data . . . . . . . . . . . . . . . . . . . 6
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Determination of Offering Price . . . . . . . . . . . . . . . . . . 7
Description of Business . . . . . . . . . . . . . . . . . . . . . . 8
Plan of Operation 13
Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Principal Stockholders. . . . . . . . . . . . . . . . . . . . . . . 16
Certain Relationships and Related
Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Description of the Securities . . . . . . . . . . . . . . . . . . . 17
Shares Available for Future Sale. . . . . . . . . . . . . . . . . . 18
Market for Common Stock . . . . . . . . . . . . . . . . . . . . . . 18
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . . . . 19
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Additional Information. . . . . . . . . . . . . . . . . . . . . . . 20
Index to Financial Statements . . . . . . . . . . . . . . . . . . . 21
No dealer, salesperson or 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 must not
be relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby to whom it is unlawful to make such offer in any
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that
information contained herein is correct as of any time subsequent to the date
hereof or that there has been no change in the affairs of the Company since such
date.
================================================================================
30
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our company's charter provides that, to the fullest extent that limitations
on the liability of directors and officers are permitted by the Nevada Revised
Statutes, no director or officer of the company shall have any liability to the
company or its stockholders for monetary damages. The Nevada Revised Statutes
provide that a corporation's charter may include a provision which restricts or
limits the liability of its directors or officers to the corporation or its
stockholders for money damages except: (1) to the extent that it is provided
that the person actually received an improper benefit or profit in money,
property or services, for the amount of the benefit or profit in money, property
or services actually received, or (2) to the extent that a judgment or other
final adjudication adverse to the person is entered in a proceeding based on a
finding in the proceeding that the person's action, or failure to act, was the
result of active and deliberate dishonesty and was material to the cause of
action adjudicated in the proceeding. The company's charter and bylaws provide
that the company shall indemnify and advance expenses to its currently acting
and its former directors to the fullest extent permitted by the Nevada Revised
Business Corporations Act and that the company shall indemnify and advance
expenses to its officers to the same extent as its directors and to such further
extent as is consistent with law.
The charter and bylaws provide that we will indemnify our directors and
officers and may indemnify our employees or agents to the fullest extent
permitted by law against liabilities and expenses incurred in connection with
litigation in which they may be involved because of their offices with Alaska
Freightways. However, nothing in our charter or bylaws of the company protects
or indemnifies a director, officer, employee or agent against any liability to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office. To the extent that a director has been successful in defense of any
proceeding, the Nevada Revised Statutes provide that he shall be indemnified
against reasonable expenses incurred in connection therewith.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and is, therefore, unenforceable.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses in connection with this
Registration Statement. We will pay all expenses of the offering. All of such
expenses are estimates, other than the filing fees payable to the Securities and
---------
Exchange Commission.
Securities and Exchange Commission Filing Fee $ 56.25
Printing Fees and Expenses. . . . . . . . . . 1,000.00
Legal Fees and Expenses . . . . . . . . . . . 15,000.00
Accounting Fees and Expenses. . . . . . . . . 7,000.00
Blue Sky Fees and Expenses. . . . . . . . . . 1,000.00
Trustee's and Registrar's Fees. . . . . . . . 500.00
Miscellaneous . . . . . . . . . . . . . . . . 443.75
TOTAL . . . . . . . . . . . . . . . . . . . . $25,000.00
31
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
Upon incorporation, we issued 500,000 shares for $500 cash, 10,000 shares
for $10 cash, 2,500,000 shares for $2,500 cash and 150,000 shares for $150 cash
to our founders. The securities were sold in a private transaction, without
registration in reliance on the exemption provided by Section 4(2) of the
Securities Act. The investors had a pre-existing relationship with the Company
and had access to all material information pertaining to the Company and its
financial condition. No broker was involved and no commissions were paid in the
transaction.
In January 2001, we issued 270,000 shares for $135,000 cash to three
accredited investors pursuant to Regulation D, Rule 504. The securities were
sold in a private transaction, without registration in reliance on the exemption
provided by Regulation D, Rule 504. The securities were marked with a
restricted legend regarding resales. No broker was involved and no commissions
were paid in the transaction. Neither Alaska Freightways nor any person acting
on its behalf offered or sold the securities by any form of general solicitation
or general advertising.
ITEM 27. EXHIBITS.
SEC Ref. No. Title of Document Location
3.1 Articles of Incorporation. . . . . . . *
3.2 By-laws. . . . . . . . . . . . . . . . *
5 Legal Opinion included in Exhibit 23.1 Attached
10.1 Material Contract - Equipment Lease. . *
23.1 Consent of Cletha A. Walstrand, P.C. . Attached
23.2 Consent of Hawkins Accounting. . . . . Attached
99.1 Escrow Agreement . . . . . . . . . . . Attached
99.2 Subscription Agreement . . . . . . . . Attached
<FN>
* Incorporated by reference to the SB-2 registration statement filed April 3,
2001
ITEM 28. UNDERTAKINGS
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 provisions described in this Registration Statement
or otherwise, we have been advised that in the opinion of the 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 us of expenses incurred or paid
by a director, officer or controlling persons of Alaska Freightways 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, we 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 Act and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes to:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;
32
(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement; and
(iii) Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, Alaska
Freightways, Inc., certifies that it has reasonable ground to believe that it
meets all of the requirements of filing on Form SB-2 and authorizes this
Registration Statement to be signed on its behalf on March 29, 2002.
Alaska Freightways, Inc.
By: /s/ Donald Nelson
-----------------
President
By: /s/ Richard Strahl
--------------------
Treasurer and Chief Accounting
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person in the capacity
and on the dates indicated.
33
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Donald Nelson and Richard Strahl (with full power
to each of them to act alone) as his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead in any
and all capacities to sign any or all amendments or post-effective amendments to
this Registration Statement, including registration statements filed or
amendments made pursuant to Rule 462 under the Securities Act of 1933, as
amended, and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, to sign any
and all applications, registration statements, notices or other document
necessary or advisable to comply with the applicable state securities laws, and
to file the same, together with all other documents in connection therewith,
with the appropriate state securities authorities, granting unto said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, 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, thereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Dated: August 2, 2001 /s/ Donald Nelson
----------------------
Donald Nelson
Director and President
Dated: August 2, 2001 /s/ Richard Strahl
----------------------
Richard Strahl
Director, Secretary & Treasurer
Dated: August 2, 2001 /s/ Brady Strahl
--------------------
Brady Strahl
Director
34