As filed with the Securities and Exchange Commission on May 14, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
On
FORM S-3
To
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
LEISUREPLANET HOLDINGS, INC.
(FORMERLY KNOWN AS FIRST SOUTH AFRICA CORP., LTD.)
(Exact name of registrant as specified in its charter)
Bermuda Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Clarendon House
Church Street
Hamilton HM CX
Bermuda
(441) 295-1422
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Clive Kabatznik
President
Leisureplanet Holdings, Inc.
1348 Washington Avenue
Suite 155
Miami, Fla. 33139
(305) 857-5009
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Henry I. Rothman, Esq.
Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036
Tel: (212) 704-6000
Fax: (212) 704-6288
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. [ ]
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 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, please check the following box and list the
Securities Act registration number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.
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[ ]
<PAGE>
SUBJECT TO COMPLETION, DATED MAY 14, 1999
LEISUREPLANET HOLDINGS, INC.
(FORMERLY KNOWN AS FIRST SOUTH AFRICA CORP., LTD.)
PROSPECTUS
1,850,477 shares of common stock
(Issuable upon conversion of outstanding 9% senior subordinated
convertible debentures)
1,578,948 shares of common stock
(Issuable upon conversion of outstanding increasing rate senior subordinated
convertible debentures)
135,000 shares of common stock
(Issuable upon exercise of a certain placement warrant)
This prospectus relates to the following securities which may be sold
by certain security holders of Leisureplanet Holdings, Ltd., a Bermuda
corporation:
o shares of common stock issuable upon conversion of 9% senior
subordinated convertible debentures due June 15, 2004;
o shares of common stock issuable upon the conversion of the
increasing rate senior subordinated convertible debentures due
October 31, 2001; and
o shares of common stock issuable upon exercise of a certain warrant
issued to the placement agent with respect to a private placement
consummated in entitling the holder to purchase 135,000 shares of
common stock.
The selling stockholders may offer their shares on any stock exchange,
market or trading facility on which the shares of common stock are traded or in
private transactions. These sales may be at fixed or negotiated prices.
The selling stockholders will receive all net proceeds from the sale of
the shares of common stock. Accordingly, we will not receive any proceeds from
the resale of the shares of common stock. We may receive proceeds from the
exercise of the placement agent warrant. We will use such net proceeds for
general corporate purposes. We will bear all expenses relating to this
registration except for brokerage commissions and expenses, if any, which will
be paid by the selling stockholders.
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NASDAQ National Market Symbol: "LPHL"
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On May 13, 1999, the closing sale price of one share of our common
stock on the NASDAQ National Market was $6.25.
Our executive offices are located at Clarendon House, Church Street,
Hamilton HM CX Bermuda and our telephone number is (441) 295-1422.
---------------------------
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED
UNDER THE CAPTION "RISK FACTORS" ON PAGE 5
OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR
ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED THESE SECURITIES, OR DETERMINED
IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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<PAGE>
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's web site at "http://www.sec.gov."
We have filed with the SEC a registration statement on Form S-3 to
register shares of our common stock. This prospectus is part of that
registration statement and, as permitted by the SEC's rules, does not contain
all the information included in the registration statement. For further
information with respect to us and our common stock, you may refer to the
registration statement and to the exhibits and schedules filed as part of that
registration statement. You can review and copy the registration statement and
its exhibits and schedules at the public reference facilities maintained by the
SEC as described above. The registration statement, including its exhibits and
schedules, is also available on the SEC's web site.
This prospectus may contain summaries of contracts or other documents.
Because they are summaries, they will not contain all of the information that
may be important to you. If you would like complete information about a contract
or other document, you should read the copy filed as an exhibit to the
registration statement.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus, and information that we file later
with the SEC will automatically update or supersede this information. We
incorporate by reference the documents listed below and any future filing we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934:
1. Our Annual Report on Form 10-K for the year ended June 30, 1998
(File No. 0-27494);
2. Our Quarterly Report on Form 10-Q for the quarterly period ended
December 31, 1998 (File No. 0-27494);
3. Our Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1998 (File No. 0-27494);
4. The Company's Current Report on Form 8-K (filed on February 18,
1999); and
5. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A, which was filed on January 1,
1996 (File No. 0-24624 ) as amended on Form 8-A/A (filed on January
16, 1996).
All Registration Exhibits which have been previously filed
with our Registration Statement on Form S-1 (Registration No.
333-33561), are incorporated herein by reference.
You may request a copy of these filings, at no cost, by
writing to us at 1348 Washington Avenue, Suite 155, Miami, Fla. 33139,
Attention: Clive Kabatznik
This prospectus contains certain forward-looking statements which
involve substantial risks and uncertainties. These forward-looking statements
can generally be identified because the context of the statement includes words
such as "may," "will," "except," "anticipate," "intend," "estimate," "continue,"
"believe," or other similar words. Similarly, statements that describe our
future plans, objectives and goals are also forward-looking statements. Our
factual results, performance or achievements could differ materially
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<PAGE>
from those expressed or implied in these forward-looking statements as a result
of certain factors, including those listed in "Risk Factors" and elsewhere in
this prospectus.
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<PAGE>
RISK FACTORS
AN INVESTMENT IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. IN
ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, YOU SHOULD
CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS BEFORE PURCHASING OUR SECURITIES.
RISKS RELATING TO OUR OPERATIONS IN SOUTH AFRICA
Many of our operations are conducted through subsidiaries located in
South Africa. For the foreseeable future, we expect to continue to focus many of
our efforts in South Africa. Conducting business in South Africa exposes us to
certain risks, including:
o political risks;
o risks related to currency exchange;
o economic risks; and
o governmental regulatory considerations.
POLITICAL RISKS. The social structure of South Africa has been governed
according to the apartheid system. Racial tensions in South Africa have from
time to time resulted in social unrest, strikes, riots and other sporadic
localized violence. The apartheid system also resulted in international
financial and trade sanctions against South Africa. Although a new interim
constitution was adopted and the first national election under the new
constitution took place in April 1994, we cannot assure you that social unrest,
which could range from civil disobedience to civil war, will not occur. Our
businesses in South Africa have experienced politically-related work stoppages
in the past. Since 1994, however, no disturbance has had a material adverse
effect on our business. We cannot assure you of the economic and tax policies
which the South African government may pursue. Other developments which could
adversely effect the economy of South Africa include:
o nationalization;
o expropriation;
o confiscatory taxation;
o currency blockage;
o political changes;
o government regulation;
o strikes;
o political or social instability; or
o diplomatic developments.
RISKS RELATED TO CURRENCY EXCHANGE. Currently the vast majority of our
revenues are derived from subsidiaries which do business in South African Rand
and most of our revenues are generally received in this currency. Historically,
the rate of inflation in South Africa has averaged 10-15% per annum in recent
years, and there has been significant fluctuations in the exchange rate of the
South African Rand. South Africa's level of inflation may increase our risk
related to currency fluctuation. The U.S. Dollar equivalent of our South African
based net assets and results of operations will be adversely affected by
reductions in the value of the Rand relative to the U.S. Dollar.
ECONOMIC RISKS. The economy of South Africa may differ unfavorably from
the U.S. economy in the following respects:
o growth of gross domestic product or gross national product;
o rate of inflation;
o taxation;
o capital reinvestment;
o resource self-sufficiency; and
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<PAGE>
o balance of payments position.
South Africa may be particularly susceptible to changes in the world
price of gold and other primary commodities as these represent a majority of
South Africa's exports. Any unfavorable aspects of the South African economy may
materially adversely affect our financial condition.
GOVERNMENT REGULATORY CONSIDERATIONS. Generally, the Exchange Control
Department of the South African Reserve Bank regulates:
o our making of loans to our subsidiaries;
o the ability of those subsidiaries to borrow from South African
sources; and
o the repatriation of dividends, interest and royalties by those
subsidiaries.
In addition, under current South African Exchange Control Regulation,
we may be required to obtain the permission of the South African Treasury prior
to loaning money to, providing guarantees on behalf of, or providing "financial
assistance" to First South African Holdings (Pty) Ltd., our wholly owned
subsidiary. A South African company such as First South African Holdings (Pty)
Ltd., may be permitted a certain level of local borrowing without reference to
the exchange control authorities and without prior consent. In addition, the
terms of repayment of any such loan and the interest rate (which is generally
market-related) will be regulated.
Certain other regulations impact the remittance of dividends and
interest from South Africa, including any potential dividends to us from a South
African subsidiary. In practice, the South African Reserve Bank does not
restrict the remittance of genuine dividends from income earned by South African
companies although approval must be obtained. As a result, there can be no
assurance that a South African subsidiary would be permitted to declare and pay
a dividend to us.
POSSIBLE ACQUISITIONS OF SOUTH AFRICAN COMPANIES
South African companies that may be acquired by us are subject to South
African GAAP which, in certain instances, may differ from U.S. GAAP. Although we
intend to prepare financial statements in accordance with U.S. GAAP, we can
provide no assurance that we will be able to do so. Although we are unaware of
any South African GAAP requirement that would adversely affect us, there can be
no assurance that our financial condition or our ability to consummate future
acquisitions will not be adversely affected by differences between South African
GAAP and U.S. GAAP.
POSSIBLE FLUCTUATIONS IN OPERATING RESULTS
There can be no assurance that our operating subsidiaries will continue
to operate profitably, or that prior trends will be indicative of future results
of operations. Future results of operations may fluctuate significantly based
upon factors such as:
o increases in competition;
o losses incurred by new businesses that may be acquired in the
future;
o currency fluctuations;
o political changes;
o macroeconomic factors; and
o other circumstances that may not be reasonably foreseeable at
this time.
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<PAGE>
THE SUCCESS OF OUR SUBSIDIARY, LPI LIMITED, WILL DEPEND ON CONTINUED GROWTH OF
INTERNET COMMERCE
We have recently acquired 81% of an Internet based international travel
services company. The market for the purchase of products and services over the
Internet is a new and emerging market. As an Internet commerce business, the
future revenues and profits of LPI Limited are substantially dependent upon the
widespread acceptance and use of the Internet and other online services as a
medium for commerce by consumers and sellers. If acceptance and growth of
Internet use does not occur, our business and financial performance will suffer.
Rapid growth in the use of and interest in the Internet and other online
services is a recent phenomenon. This growth may not continue. A sufficiently
broad base of consumers may not adopt, or continue to use, the Internet as a
medium of commerce. Demand for and market acceptance of recently introduced
products and services over the Internet are subject to a high level of
uncertainty, and there are few proven products and services. For us to grow,
consumers that historically have purchased through traditional means of
commerce, such as a travel agent for airline tickets will need to elect to
purchase online products and services. Sellers of products and services will
need to adopt or expand use of the Internet as a channel of distribution.
The Internet has experienced, and is expected to continue to
experience, significant growth in the number of users and amount of traffic. Our
success will depend upon the development and maintenance of the Internet's
infrastructure to cope with this increased traffic. This will require a reliable
network backbone with the necessary speed, data capacity and security, and the
timely development of complementary products, such as high-speed modems, for
providing reliable Internet access and services.
The Internet has experienced a variety of outages and other delays as a
result of damage to portions of its infrastructure and could face such outages
and delays in the future. Outages and delays are likely to affect the level of
Internet usage and the processing of transactions on the Leisure Plant Web site,
our Subsidary's Web site. It is unlikely that the level of orders lost in those
circumstances could be made up by increased phone orders. In addition, the
Internet could lose its viability due to delays in the development or adoption
of new standards to handle increased levels of activity or due to increased
government regulation. The adoption of new standards of government regulation
may, however, require us to incur substantial compliance costs.
ONLINE SECURITY BREACHES COULD HARM OUR BUSINESS
The secure transmission of confidential information over the Internet
is essential in maintaining consumer and supplier confidence in the Leisure
Planet.com service. Substantial or ongoing security breaches on our system or
other Internet-based systems could significantly harm our business. We currently
require buyers to guarantee their offers with their credit card, either online
or through our toll-free telephone service. We rely on licensed encryption and
authentication technology to effect secure transmission of confidential
information, including credit card numbers. It is possible that advances in
computer capabilities, new discoveries or other developments could result in a
compromise or breach of the technology used by us to protect customer
transaction data.
We incur substantial expense to protect against and remedy security
breaches and their consequences. A party that is able to circumvent our security
systems could steal proprietary information or cause interruptions in our
operations. Security breaches could also damage our reputation and expose us to
a risk of loss or litigation and possible liability. Our insurance policies
carry low coverage limits, which may not be adequate to reimburse us for losses
caused by security breaches. We cannot guarantee that our security measures will
prevent security breaches.
We also face risks associated with security breaches affecting third
parties conducting business over the Internet. Consumers generally are concerned
with security and privacy on the Internet and any publicized security problems
could inhibit the growth of the Internet, and, therefore, Leisure Planet service
as a means of conducting commercial transactions.
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<PAGE>
COMPETITION
We compete with a number of companies, from South Africa and from
other countries, offering similar products and services, some of whom may have
substantially greater financial, management, technical and other resources than
us. As a result of South Africa's recent political transformation, some South
African businesses may be adversely affected by increased competition from
foreign firms doing business in South Africa. In addition, South Africa has
historically imposed significant tariffs against a number of industrial
products. To the extent tariffs are reduced or removed to comply with
international treaty requirements or otherwise, we would face much greater
pressure from globally competitive firms. We cannot assure you that we will
compete effectively with other companies or that other companies will not
develop products which are superior to ours or which achieve greater market
penetration. In addition, we may experience competition from other companies
seeking to identify and consummate acquisitions of South African companies. Such
competition may result in the loss of an acquisition candidate or an increase in
the price we would be required to pay for any such acquisition.
In addition, due to our recent occupation of 81% of LPI Limited we are
exposed to the challenges of the Internet services market which is extremely
competitive and rapidly changing. Our current prospective customers include many
large companies that have substantially greater resources thean we have. We
expect that in the future we will experience completion from other existing
large U.S. Internet services companies and providers of Internet software. We
may also face increased competition from traditional media companies expanding
onto the Internet.
LABOR RELATIONS
A significant number of South Africa's workers belong to either
registered or unregistered trade unions, and most of the major industries are
unionized. A number of the trade unions have close links to various political
parties. In the past, trade unions have had a significant influence in South
Africa as vehicles for social and political reform as well as the collective
bargaining process. It is uncertain whether labor disruptions will be used to
advocate political causes in the future. Significant labor disruptions could
have a material adverse effect on our financial condition.
South Africa has also recently enacted a new Labour Relations Act. This
Act entrenches the rights of employees to belong to trade unions and the rights
of representative trade unions to have access to the workplace. The right to
strike is guaranteed, as is the right to participate in strikes, in certain
circumstances. The right to picket has also been entrenched. This Act recognizes
the rights of employers to belong to employers' associations. Importantly, the
Act envisages an increased role for employees in the decision making of
companies by providing, where a majority trade union so requests, for the
establishment of workplace forums to represent the interests of employees where
a company employs more than 100 employees. The range of issues on which the
workplace forum must be consulted include:
o restructuring of the workplace;
o partial or total plant closures;
o mergers and transfers of ownership insofar as these affect
employees; and
o retrenchments.
The implementation of the Labour Relations Act's provisions may have a material
adverse effect on our cost of labor and consequently on our financial condition.
New legislation is currently being proposed regarding minimum conditions of
labor. If enacted, this legislation is expected to increase South African labor
costs.
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DEPENDENCE ON KEY PERSONNEL
Our success depends upon the continued contributions of our executive
officers, most of whom are also our principal stockholders, and the continued
contributions of the management of LPI Limited (Leisure Planet), First Lifestyle
Holdings and the subsidiaries of Leisureplanet Holdings, Ltd. We have obtained
key man insurance in the amounts of $2,000,000 on the lives of each of Michael
Levy and Clive Kabatznik. Our business could be adversely affected by the loss
of services of, or a material reduction in the amount of time devoted to us by,
its executive officers.
DIVIDENDS UNLIKELY
We have not paid any cash dividends and do not anticipate paying any
such cash dividends in the foreseeable future. Earnings, if any, will be
retained to finance future growth.
SHARES ELIGIBLE FOR FUTURE SALES; POSSIBLE DEPRESSIVE EFFECT OF FUTURE SALES
OF COMMON STOCK; REGISTRATION RIGHTS
Future sales of common stock by existing stockholders pursuant to Rule
144 under the Securities Act of 1933, as amended, or otherwise, including with
respect to outstanding Redeemable Class A Warrants and Redeemable Class B
Warrants, or the possibility of such sales in the public market, could have a
material adverse effect on the market price of the securities offered hereby.
Rule 144 generally provides that a person holding restricted securities for a
period of one year may sell every three months in brokerage transactions and/or
market-maker transactions an amount not to exceed the greater of one percent of
our issued and outstanding common stock, or the average weekly trading volume of
the common stock during the four calendar weeks prior to such sale. Rule 144
also permits, under certain circumstances, the sale of shares without any
quantity limitation by a person who is not an affiliate of us and who has
satisfied a two-year holding period.
POTENTIAL ANTI-TAKEOVER EFFECTS OF PREFERRED STOCK
Our Memorandum of Association authorizes the issuance of 5,000,000
shares of preferred stock with such designations, rights and preferences as may
be determined from time to time by the board of directors. Accordingly, the
board of directors is empowered, without shareholder approval (but subject to
applicable government regulatory restrictions), to issue preferred stock with
dividend, liquidation, conversion, voting or other rights which could adversely
affect the voting power or other rights of the holders of our common stock. In
the event of issuance, the preferred stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of us. Although we have no present intention to issue any shares of our
preferred stock, we cannot assure we will do so in the future.
LIMITED RIGHTS OF SHAREHOLDERS UNDER BERMUDA LAW AND BY-LAWS
Our corporate affairs are governed by our Memorandum of Association and
by-laws, as well as the common law of Bermuda relating to companies and the
Companies Act 1981. Our by-laws limit the right of security holders to bring an
action against our officers and directors. The laws of Bermuda relating to
shareholder rights, protection of minorities, fiduciary duties of directors and
officers, matters of corporate governance, corporate restructuring, mergers and
similar arrangements, takeovers, shareholder suits, indemnification of directors
and inspection of corporate records, may differ from those that would apply if
we were incorporated in a jurisdiction within the United States. The rights of
shareholders in a Bermuda company may not be as extensive as the rights of a
shareholder of a United States company and, accordingly,
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the holders of our shares of common stock may be more limited in their ability
to protect their interests in us. In addition, there is uncertainty whether the
courts of Bermuda would enforce judgements of the courts of the United States
and of other foreign jurisdictions. There is also uncertainty whether the courts
of Bermuda would enforce actions brought in Bermuda which are predicated upon
the securities laws of the United States.
SELLING SHAREHOLDERS
An aggregate of up to 3,564,725 shares of common stock may be offered
for resale by the selling shareholders.
The following table sets forth certain information with respect to each
selling shareholder for whom we are registering securities for resale to the
public. We will not receive any of the proceeds from the sale of these
securities. To our knowledge, there are no material relationships between us any
of the selling shareholders, nor have any such material relationships existed
within the past three years.
<TABLE>
<CAPTION>
Shares of Common Stock
Owned after Offering (1)
Shares of Common Stock Shares of Common ------------------------
Beneficially Owned Prior Stock to be Offered
Name of Selling Shareholder to Offering hereunder Number Percent
--------------------------- ------------- ----------- ------- -------
<S> <C> <C> <C> <C>
Auer & Co. 83,335 83,335 -0- -0-
EP Opportunity Fun L.L.C. 116,666 116,666 -0- -0-
Weghsteen & Driege 33,333 33,333 -0- -0-
Chase Manhattan Bank 41,666 41,666 -0- -0-
Reverse Convertible
Securities Fund 74,999 74,999 -0- -0-
BT Global Credit Limited 166,666 166,666 -0- -0-
Jeffries Int'l Ltd. 21,666 21,666 -0- -0-
Bear Steans 25,000 25,000 -0- -0-
Lewco Securities 1,000,000 1,000,000 -0- -0-
National Finance Services 100,000 100,000 -0- -0-
Bank Sal Oppenheimer Jr. 8,333 8,333 -0- -0-
Ellis AG 8,333 8,333 -0- -0-
Gerlach & Co. 41,666 41,666 -0- -0-
Waveland Partners, L.P. 83,333 83,333 -0- -0-
L.A. Investments LDC 24,999 24,999 -0- -0-
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Shares of Common Stock
Owned after Offering (1)
Shares of Common Stock Shares of Common ------------------------
Beneficially Owned Prior Stock to be Offered
Name of Selling Shareholder to Offering hereunder Number Percent
--------------------------- ------------- ----------- ------- -------
Van Moer Santelle
Luxembourg SA 8,333 8,333 -0- -0-
Bankers Trust 8,333 8,333 -0- -0-
Stephen O'Shea 4,116 4,116 -0- -0-
Value Investing Partners, Inc. 135,000 135,000 -0- -0-
BT Global Credit Limited 1,578,948 1,578,948 -0- -0-
--------- ---------
Total 3,564,725 3,564,725
</TABLE>
(1) Assumes that all of the shares of common stock offered hereby are sold.
PLAN OF DISTRIBUTION
The sale of shares of common stock by the selling shareholders may be
effected from time to time in transactions, which may include block transactions
by or for the amount of the selling shareholders, in the over- the counter
market or in negotiated transactions, through the writing of options on the
securities, a combination of such methods of sale or otherwise. Sales may be
made at fixed prices which may be changed, at market prices prevailing at the
time of sale, or at negotiated prices.
The selling shareholders may effect such transactions by selling its
securities directly to purchasers, through broker-dealers acting as agents for
the selling shareholders or to broker-dealers who may purchase shares as
principals and then sell the securities from time to time in the
over-the-counter market in negotiated transactions or otherwise. These
broker-dealers, if any, may receive compensation in the form of discounts,
concessions or commissions from the selling shareholders or the purchasers for
whom such broker-dealers may act as agents or to whom they may sell as
principals or otherwise, which compensation as to a particular broker-dealer may
exceed customary commissions.
The Securities and Exchange Commission adopted Regulation M on March 4,
1997, which replaced Rule 10b-6 and certain other rules and regulations under
the Securities Exchange Act of 1934, as amended. Regulation M prohibits any
person engaged in the distribution of the securities to be sold by the selling
shareholders from simultaneously engaging in market-making activities with
respect to any of our securities during the applicable "cooling-off" period, one
to five business days, prior to the commencement of distribution. In addition,
the selling shareholders will be subject to the applicable provisions of the
Exchange Act of 1934, as amended, and the rules and regulations thereunder,
including without limitation, Regulation M, which provisions may limit the
timing of the purchases and sales of shares of our securities by the selling
shareholders.
The selling shareholders and broker-dealers, if any, acting in
connection with such sale might be deemed to be underwriters within the meaning
of Section 2(11) of the Securities Act of 1933, as amended, and any commission
received by them and any profit on the resale of the securities might be deemed
to be underwriting discounts and commissions under the Securities Act of 1933,
as amended.
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DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of an aggregate of 23,000,000
shares of common stock, par value $.01 per share, 2,000,000 shares of class B
common stock, par value $.01 per share, and 5,000,000 shares of preferred stock,
par value $.01 per share. As of the date hereof, 5,159,706 shares of common
stock are outstanding. The following statements describe the material provisions
of the securities being registered hereby and certain other of our securities.
Please see "Antitakeover Protections" and "Differences in Corporate Law" for a
description of Memorandum of Association, by-laws and The Companies Act 1981 of
Bermuda, regarding anti-takeover provisions and related matters affecting us.
These statements and disclosure do not purport to be complete and are qualified
in their entirety by reference to the full Memorandum of Association and by-laws
which are exhibits to our Registration Statement of which this prospectus is a
part.
COMMON STOCK
Holders of common stock have one vote per share on each matter
submitted to a vote of the shareholders and a ratable right to our net assets
liquidation. Holders of the common stock do not have preemptive rights to
purchase additional shares of common stock or other subscription rights. The
common stock carries no conversion rights and is not subject to redemption or to
any sinking fund provisions. All shares of common stock are entitled to share
equally in dividends from legally available sources as determined by the board
of directors, subject to any preferential dividend rights of the preferred
stock, described below. Upon our dissolution or liquidation, whether voluntary
or involuntary, holders of the common stock are entitled to receive our assets
available for distribution to the shareholders, subject to the preferential
rights of the preferred stock. All of the shares of common stock offered hereby
are validly authorized and issued, fully paid and non-assessable.
PLACEMENT WARRANTS
We issued to Value Investing Partners, Inc. a placement warrant to
purchase up to 135,000 shares of common stock at any time up to the close of
business on August 1, 2007 at an exercise price of $6.00 per share. The
placement warrant provides for demand and piggyback registration rights of the
securities underlying the warrant. The exercise price and the number and kind of
shares to be issued on exercise of the placement warrant is subject to
adjustment in certain events including:
o payment of dividends or making of distributions in shares of
common stock;
o subdivision, reclassification or recapitalization of
outstanding common stock in to a greater number of shares;
o combination, reclassification or recapitalization of
outstanding common stock into a smaller number of shares;
and
o certain issuances of rights, options or warrants.
ANTI-TAKEOVER PROTECTIONS
The voting provisions of common stock and class B common stock and the
broad discretion conferred upon the board of directors with respect to the
issuance of series of preferred stock, including with respect to voting rights,
could substantially impede the ability of one or more shareholders, acting in
concert, to acquire sufficient influence over the election of directors and
other matters to effect a change in control or our management, and the board of
directors' ability to issue preferred stock could also be utilized to change our
economic and control structure. As a result, these provisions, together with
certain other provisions of the by-laws
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<PAGE>
summarized in the succeeding paragraph, may be deemed to have an anti-takeover
effect and may delay, defer or prevent a tender offer or takeover attempt that a
shareholder might consider in the shareholder's best interest, including
attempts that might result in a premium over the market price for the common
stock held by shareholders.
The by-laws establish an advance notice procedure for the nomination,
other than by or at the direction of the board of directors, of candidates for
election as directors at annual general meetings of shareholders. In general,
notice of intent to nominate a director at such meeting must be received by us
not less than 90 days prior to the meeting and must contain certain specified
information concerning the person to be nominated or the matter to be brought
before the meeting and concerning the shareholder submitting the proposal.
INDEMNIFICATION OF DIRECTORS. We may indemnify our directors or
officers in their capacity as such in respect of any loss arising or liability
attaching to them by virtue of any rule of law in respect of any negligence,
default, breach of duty or breach of trust of which a director or officer may be
guilty in relation to us other than in respect of his own fraud or dishonesty.
Under Delaware law, a corporation may adopt a provision eliminating or limiting
the personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for breaches
of the director's duty of loyalty, for acts or omission not in good faith or
which involve intentional misconduct or knowing violations of law, for improper
payment of dividends or for any transaction from which the director derived an
improper personal benefit. Delaware law has provisions and limitations similar
to Bermuda regarding indemnification by a corporation of its directors or
officers, except that under Delaware law the statutory rights to indemnification
may not be as limited.
INSPECTION OF CORPORATE RECORDS. Members of the general public have the
right to inspect our public documents available at the office of the Registrar
of Companies in Bermuda which will include the Memorandum of Association
(including its objects and powers) and any alteration to the Memorandum of
Association and documents relating to an increase, reduction or other alteration
of our share capital. The shareholders have the additional right to inspect our
by-laws, minutes of general meetings and audited financial statements, which
must be presented to the annual general meeting of shareholders. Our register of
shareholders is also open to inspection by shareholders without charge, and to
members of the public for a fee. We are is required to maintain our share
register in Bermuda but may establish a branch register outside Bermuda. We are
required to keep at our registered office a register of our directors and
officers which is open for inspection by members of the public without charge.
Bermuda law does not, however, provide a general right for shareholders to
inspect or obtain copies of any other corporate records. Delaware law permits
any shareholder to inspect or obtain copies of a corporation's shareholder list
and its other books and records for any purpose reasonably related to such
person's interest as a shareholder.
CERTAIN PROVISIONS OF BERMUDA LAW
In a September 1, 1995 letter to our Bermuda counsel, the Bermuda
Monetary Authority approved our application for "non-resident" status in Bermuda
for exchange control purposes.
The transfer of securities between persons regarded as resident outside
Bermuda for exchange control purposes may be effected without specific consent
under the Exchange Control Act 1972 and regulations thereunder. Issues and
transfers of securities involving any person regarded as resident in Bermuda for
exchange control purposes require specific prior approval under the Exchange
Control Act 1972.
Consequently, owners of our shares of common stock who are
non-residents of Bermuda for Bermuda exchange control purposes are not
restricted in the exercise of the rights to hold or vote their shares. Because
we have been designated as a non-resident for Bermuda exchange control purposes
there are no restrictions on our ability to transfer funds in and out of Bermuda
or to pay dividends to United States residents who are holders of our common
stock, other than in respect of local Bermuda currency.
In accordance with Bermuda law, securities certificates are only issued
in the names of corporations, partnerships or individuals. In the case of an
applicant acting in a special capacity (for example as a trustee),
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<PAGE>
certificates may, at the request of the applicant, record the capacity, in which
the applicant is acting. Notwithstanding the recording of any such special
capacity we are is not bound to investigate or incur any responsibility in
respect of the proper administration of any such trust.
We will take no notice of any trust applicable to any of our securities
whether or not we had notice of such trust. Specifically, we have no obligation
under Bermuda law to ensure that a Trustee who is holding our shares subject to
a trust is properly carrying out the terms of such trust.
As an "exempted Company", we are exempt from Bermuda laws which
restrict the percentage of share capital that may be held by non-Bermudians, but
as an exempted Company we may not participate in certain business transactions
including:
o the acquisition or holding of land in Bermuda,
except that required for its business and held by way of lease or tenancy for
terms of not more than 21 years;
o the taking of mortgages on land in Bermuda to
secure an amount in excess of $50,000 without the consent of the Minister of
Finance of Bermuda; or
o the carrying on of business of any kind in Bermuda,
except in furtherance of the business of the Company carried on outside Bermuda
or under a license granted by the Minister of Finance of Bermuda.
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be
passed upon by Conyers, Dill & Pearman, Clarendon House, Church Street, Hamilton
HM CX Bermuda.
EXPERTS
The financial statements incorporated in this prospectus by reference
to the our Annual Report on Form 10-K for the years ended June 30, 1998 and June
30, 1997 have been audited by Price Waterhouse, independent auditors, as stated
in their reports, which are incorporated by reference, and have been so
incorporated herein in reliance upon such firm, its reports and upon the
authority of such firm as an expert in accounting and auditing.
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<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY
REPRESENTATION IN CONNECTION WITH THIS
OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS OR A SUPPLEMENT TO THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
OTHER INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY US OR ANY OTHER PERSON.
NEITHER THIS PROSPECTUS NOR ANY
SUPPLEMENT TO THIS PROSPECTUS LEISUREPLANET HOLDINGS, LTD.
CONSTITUTES AN OFFER TO SELL OR THE (FORMERLY KNOWN AS
SOLICITATION OF AN OFFER TO BUY ANY FIRST SOUTH AFRICA CORP., LTD)
SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY JURISDICTIONS WHERE,
OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS
OR A SUPPLEMENT TO THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER OR THEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN OUR AFFAIRS SINCE THE DATE
HEREOF OR THEREOF OR THAT THE
INFORMATION CONTAINED HEREIN OR THEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE.
---------- 1,850,477 shares of common stock issuable
upon conversion of outstanding 9% senior
subordinated convertible debentures
Table of Contents Page
---- 1,578,948 shares of common stock issuable
upon conversion of outstanding increasing
Available Information .......... rate senior subordinated convertible
Incorporation of Certain Documents debentures
Risk Factors.................... 4
Selling Shareholders............ 9 135,000 shares of common stock issuable
Plan of Distribution............ 10 upon exercise of a certain placement
Description of Securities....... 11 warrant
Legal Matters................... 13
Experts......................... 13
May 14, 1999
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
It is estimated that the following expenses will be incurred in
connection with the proposed offering hereunder. All of such expenses will be
borne by the registrant.
Legal fees and expenses.................................... 20,000.00
Accounting fees and expenses............................... 5,000.00
Miscellaneous.............................................. 1,000.00
----------
Total.................................... $26,000.00
----------
Item 15. Indemnification of Directors and Officers.
Under Bermuda law and the registrant's Memorandum of Association and
by-laws, the directors, officers, liquidators and auditors or the registrant and
their heirs, executors and administrators are indemnified and held harmless out
of the assets of the Company from and against all actions, costs, charges,
losses and expenses which they or any of them, their heirs, executors or
administrators, shall or may incur or sustain by or by reason of any net done,
concurred in or omitted in or about the execution of their duty, or supposed
duty, or in their respective offices or trusts, and none of them shall be
answerable for the sets, receipts, neglects or defaults of the others of them or
for joining in any receipts for the sake of conformity or for any loss,
misfortune or damage which may happen in the execution of their respective
offices or trusts, or in rotation thereto, provided that, they are not entitled
to indemnification in respect of any willful negligence, willful default, fraud
or dishonesty which may attach to them.
Item 16. Exhibits and Financial Statement Schedules:
(a) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1(2) Indenture dated April 25, 1997 between the Company and American
Stock Transfer & Trust Company
4.2(2) Form of Debenture
4.3(2) Form of Placement Warrant
4.4(2) Indenture dated October 29, 1997, between the Company and
American Stock Transfer & Trust Company
5.1(2) Opinion of Conyers, Dill & Pearman
23.1(1) Consent of Price Waterhouse Company, Inc.
23.2(1) Consent of Conyers, Dill & Pearman (included in Exhibit 5.1)
24.1(1) Power of Attorney of certain officers and directors of the
Company (included on the Signature Page)
- -----------------
(1) Filed herewith.
(2) Previously filed
All other Exhibits have been previously filed with the Registrant's
Registration Statement on Form S-1 (No. 33- 99180), which is incorporated by
reference.
Item 17. Undertakings.
a. The undersigned registrant hereby undertakes;
II-1
<PAGE>
i. To file, during any period in which offers or sales
are being made, a post-effective amendment
to this registration statement;
(1) To include any prospectus required by
Section 10(a)(3) of the Securities of 1933;
(2) 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 and 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 present no more than 20 percent change
in the maximum aggregate offering price set
forth in the "Calculation of Registration
Fee" table in the effective registration
statement.
(3) to include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change in such
information in the registration statement;
ii. 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.
iii. To remove from registration by means of a
post-effective amendment and of the securities being
registered which remain unsold at the terminatio of
the offering.
b. insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 14 above, 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 claims 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 an expressed in
the Act an will be governed by the final adjudication of such
issue.
c. The undersigned registrant hereby undertakes that for purposes
of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 30th day of
April, 1999.
By: /s/ Clive Kabatzwik
---------------------------------------
Clive Kabatznik, Vice Chairman of the
Board and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Clive Kabatznik with powers of
substitution, as his attorney-in-fact, in all capacities, to sign any amendments
to this registration statement (including post-effective amendments) and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorney-in-fact or his substitutes may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael Levy Chairman of the Board April 30, 1999
- -----------------------------
Michael Levy
/s/ Clive Kabatznik Vice Chairman of the Board, President, Chief April 30, 1999
- -----------------------------
Clive Kabatznik Executive Officer, Chief Financial Officer,
Controller and Director
/s/ Cornelius J. Roodt Director April 30, 1999
- -----------------------------
Cornelius J. Roodt
Director April 30, 1999
- -----------------------------
George R. Garrick
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1(2) Indenture dated April 25, 1997 between the Company and American
Stock Transfer & Trust Company
4.2(2) Form of Debenture
4.3(2) Form of Placement Warrant
4.4(2) Indenture dated October 29, 1997, between the Company and
American Stock Transfer & Trust Company
5.1(2) Opinion of Conyers, Dill & Pearman
23.1(1) Consent of Price Waterhouse Company, Inc.
23.2(1) Consent of Conyers, Dill & Pearman (included in Exhibit 5.1)
24.1(1) Power of Attorney of certain officers and directors of the
Company (included on the Signature Page)
- -----------------
(1) Filed herewith.
(2) Previously filed
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this
registration statement of Leisureplanet Holdings, Ltd. on Form S-3 and related
prospectus, for the registration of 3,564,725shares of Common Stock, of our
report dated September 25, 1998 in the Annual Report on Form 10-K filed on
October 9, 1998 (File No. 0-27494) and on our audits of the consolidated
financial statements of First South Africa Corp., Ltd. and subsidiaries as of
June 30, 1998 and 1997 and for each of the three years in the period ended June
30, 1998.
/s/ Price Waterhouse Company, Inc.
- -------------------------------------
PRICE WATERHOUSE COMPANY, INC.
Chartered Accountants (SA)
Sandton, South Africa
May 14, 1998
