AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 2003
REGISTRATION NO. 333-98651
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERIFIRST FUND I, LLC
(Exact name of registrant as specified in its charter)
Florida 6189 16-1628-844
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employee
Classification Code Number) Identification number)
1712-H Osborne Rd.
St. Marys, Georgia 31558
(912) 673-9100
(Name, address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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John Tooke
AmeriFirst Fund I, LLC
1712-H Osborne Rd.
St. Marys, Georgia 31558
(912) 673-9100
Facsimile: (912) 673-8434
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies of all communications to:
Elliot H. Lutzker, Esq.
Snow Becker Krauss P.C.
605 Third Avenue
New York, New York 10158-0125
(212) 687-3860
Facsimile: (212) 949-7052
Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement has been effective.
If any of the securities registered on this Form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. |X|
If this form is a post-effective amendment filed pursuant to Rule 462(d) 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. |X| Registration No. 333-98651
EXPLANATORY PARAGRAPH
This Post-Effective Amendment No. 1 to the Registration Statement on Form
S-1 of AmeriFirst Fund I, LLC is being filed to add Exhibit 10.12 -- Servicing
Agreement dated May 14, 2003, by and between AmeriFirst Financial Services, Inc.
and 21st Holdings, LLC.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Registration Fee $ 9,200
NASD Registration Fee 10,500
Blue Sky Fees 20,000
Accounting Fees and Expenses 40,000
Legal Fees and Expenses 200,000
Printing Fees and Expenses 10,000
Mailing 5,300
Miscellaneous 7,300
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Total $300,000
Item 14. Indemnification of Directors and Officers.
Pursuant to Section 608.4229 of the Florida Limited Liability Company Act,
a Florida limited liability company may and shall have the power to indemnify
and hold harmless any member or manager or other person from and against any and
all claims and demands whatsoever, subject to such standards and restrictions,
if any, as are set forth in its limited liability company agreement.
Our operating agreement requires us to indemnify our manager, provider and
underwriter from any loss, reasonable legal expenses, damage or claim arising by
reason of any act or omission performed or omitted by our manager in good faith
on behalf of us and in a manner reasonably believed to be within the scope of
authority conferred on our manager by our operating agreement. This right of
indemnification includes the right to advance payments or to reimburse our
manager, provider and underwriter for the reasonable expenses incurred from
being threatened to be made a named defendant or respondent in a proceeding.
Indemnity payments will be made only from our assets. No member is required to
make payments from his/her separate assets. We will not indemnify persons or
advance payments for acts or omissions which are established to be intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action.
Our operating agreement further gives our manager the power to purchase
and maintain insurance in reasonable amounts on behalf of itself and each of the
employees and agents of the Fund against any liability incurred by them in their
capacities as such, whether or not the Fund has the power to indemnify them
against such liability.
In addition, our operating agreement provides that except as otherwise
provided by applicable law, the debts, obligations and liabilities of the Fund,
whether arising in contract, tort or otherwise, shall be solely the debts,
obligations and liabilities of the Fund; neither our manager nor any member nor
any person affiliated with our manager or any member shall be obligated
personally for any such debt, obligation or liability of the Fund solely by
reason of being a manager or member or being a person affiliated with either of
them.
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Item 15. Recent Sales of Unregistered Securities.
None.
Item 16. Exhibits and Financial Statement Schedules.
(A) Exhibits.
1.1 Form of Underwriting Agreement (2)
3.1 Articles of Organization (2)
4.1 Form of Subscription Agreement (included as Exhibit A to the
Prospectus)(5)
4.2 Operating Agreement of AmeriFirst Fund I, dated as of May 13, 2003
(included as Exhibit B to the Prospectus)(5)
5.1 Opinion of Snow Becker Krauss P.C. with respect to legality of the
securities(5)
8.1 Opinion of Snow Becker Krauss P.C. with respect to federal income tax
matters (4)
10.1 Subscription Escrow Agreement (2)
10.2 Employment Agreement between AmeriFirst Capital Corp. and John Tooke (1)
10.3 Form of Viatical Settlement Contract (2)
10.4 Sublease Agreement effective September 4, 2002 by and between Life
Settlements Service Corp. and AmeriFirst Capital Corp. (2)
10.5 Form of Consulting Agreement (2)
10.6 Letter Agreement between the Registrant and AmeriFirst Funding Group, Inc.
dated December 26, 2002 (2)
10.7 Consulting Agreement between AmeriFirst Financial Services, Inc. and 21st
Services, dated as of November 1, 2002 (3)
10.8 Consulting Agreement between AmeriFirst Financial Services, Inc. and
Fasano Associates, Inc., dated as of November 1, 2002 (3)
10.9 Consulting Agreement between AmeriFirst Financial Services, Inc. and
Systems for Advanced Risk Analysis, L.P., dated as of November 1, 2002 (3)
10.10 Consulting Agreement between AmeriFirst Financial Services, Inc. and
American Viatical Services, dated February 12, 2003 (3)
10.11 Expense Agreement between AmeriFirst Fund I, LLC and AmeriFirst, Inc.
dated February 13, 2003 (3)
10.12 Servicing Agreement dated May 14, 2003 by and between AmeriFirst Financial
Services, Inc. and 21st Holdings, LLC *
23.1 Consent of Snow Becker Krauss P.C. (included in the opinion filed as
Exhibit 5.1 to this Registration Statement) (3)
23.2 Consent of Marcum & Kliegman LLP(5)
99.1 Opinion of Snow Becker Krauss P.C. with respect to Investment Company Act
of 1940 (2)
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* Filed with this amendment
(1) Filed with registrant's registration statement on Form S-1, filed on
August 23, 2002.
(2) Filed with Amendment No. 2 to registrant's registration statement on
Form S-1, filed on January 15, 2003.
(3) Filed with Amendment No. 3 to registrant's registration statement on
Form S-1, filed on February 20, 2003.
(4) Filed with Amendment No. 6 to registrant's registration statement on
Form S-1, filed on April 15, 2003.
(5) Filed with Amendment No. 9 to registrant's registration statement on
Form S-1, filed on May 13, 2003.
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(B) Financial Statement Schedules.
Item 17. Undertakings
The undersigned registrant undertakes to provide to the underwriter on
each closing date as specified in the underwriting agreement, certificates in
such denominations and registered in such names as required by the underwriter
to permit prompt delivery to each purchaser.
The undersigned registrant undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(4) For purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(5) For the purpose of determining any liability under the Securities Act of
1933, each
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post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Post-Effective Amendment No. 1 to the registration
statement on Form S-1 to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of St. Marys, State of Georgia on May 14, 2003.
AMERIFIRST FUND I, LLC
By: AMERIFIRST FINANCIAL SERVICES, INC.,
MANAGER
/s/ John Tooke
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John Tooke
Chief Executive Officer
(Principal Executive Officer,
Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ John Tooke Chief Executive Officer of May 14, 2003
- --------------------- AmeriFirst Financial Services, Inc.
John Tooke Manager of AmeriFirst Fund I, LLC
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