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As Filed With The Securities and Exchange Commission on June 18, 1996
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UGLY DUCKLING CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 5521 86-0721358
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
2525 EAST CAMELBACK ROAD, SUITE 1150
PHOENIX, ARIZONA 85016
(602) 852-6600
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
STEVEN P. JOHNSON, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
UGLY DUCKLING CORPORATION
2525 EAST CAMELBACK ROAD, SUITE 1150
PHOENIX, ARIZONA 85016
(602) 852-6600
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent For Service)
STEVEN D. PIDGEON, ESQ. COPIES TO: CHRISTOPHER D. JOHNSON, ESQ.
SNELL & WILMER L.L.P. SQUIRE, SANDERS & DEMPSEY
ONE ARIZONA CENTER 40 NORTH CENTRAL, SUITE 2700
PHOENIX, ARIZONA 85004-0001 PHOENIX, ARIZONA 85004-4440
(602) 382-6000 (602) 528-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED
SALE TO THE PUBLIC: As soon as practicable after the
effective date of this Registration Statement.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. / /
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. /X/ No. 333-3998
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. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
TITLE OF EACH PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
CLASS OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) PRICE(2) FEE
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value......... 345,000 $6.75 2,328,750 $804.00
Representative's Warrant(3)........... 20,000 $0.01 $ 200 $ 0
Common Stock, $.001(4)................ 20,000 $9.45 $ 189,000 $ 88.00
Total............................ 385,000 $2,517,950 $892.00
====================================================================================================================================
</TABLE>
(1) Includes 45,000 shares of Common Stock that the Underwriters have the
option to purchase to cover over-allotments, if any, and up to 20,000
shares of Common Stock issuable upon exercise of a Warrant being issued
to Cruttenden Roth Incorporated, the Representative of the
Underwriters.
(2) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(a).
(3) To be issued to the Representative.
(4) Issuable upon exercise of the Representative's Warrant. Fee calculation
includes additional $23 payable in connection with Common Stock
underlying the Representative's Warrant registered pursuant to
Registration Statement No. 333-3998 declared effective on June 17,
1996.
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PART I
The Company previously filed with the Securities and Exchange
Commission a Registration Statement on Form S-1 on April 25, 1996, relating to
the offering of up to 2,300,000 shares of the Company's Common Stock, par value
$.001 per share, as amended by Amendment No. 1 to Form S-1, filed May 29, 1996,
and as amended by Amendment No. 2 to Form S-1, filed June 5, 1996 (collectively,
the "Form S-1") (SEC File No. 333-3998). The contents of the Form S-1, including
the Rule 424(b) Prospectus filed thereunder, are incorporated herein by
reference.
PART II
ITEM 16. EXHIBITS
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<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
- - -------------- ----------------------
<S> <C>
5 Opinion of Snell & Wilmer L.L.P. regarding the
legality of the Common Stock being registered
23.1 Consent of KPMG Peat Marwick LLP, independent
certified public accountants
23.2 Consent of Snell & Wilmer L.L.P. (included in Exhibit
5)
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-1 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona, on June 18, 1996.
Ugly Duckling Corporation
By: /s/ Ernest C. Garcia, II
-----------------------------------------
Ernest C. Garcia II
Chairman of the Board, President, and
Chief Executive 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.
<TABLE>
<CAPTION>
Name and Signature Title Date
- - ---------------------------------- ---------------------------- -------------
<S> <C> <C>
/s/ Ernest C. Garcia, II Chief Executive Officer and June 18, 1996
- - ---------------------------------- Director
Ernest C. Garcia II (Principal executive officer)
/s/ Steven T. Darak Senior Vice President and June 18, 1996
- - ---------------------------------- Chief Financial Officer
Steven T. Darak (Principal financial and
accounting officer)
</TABLE>
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EXHIBIT 5
June 18, 1996
UGLY DUCKLING CORPORATION
2525 East Camelback Road, Suite 510
Phoenix, Arizona 85016
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to Ugly Duckling Corporation, a
Delaware corporation (the "Company"), in connection with the preparation and
filing with the United States Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), of the Company's Registration Statement on Form S-1 (the "Registration
Statement"), relating to the registration of 345,000 shares of the Company's
Common Stock, par value $.001 per share (the "Common Stock"), the
Representative's Warrant to purchase 20,000 shares of Common Stock, and the
Common Stock underlying the Representative's Warrant. In arriving at the
opinions expressed below, we have reviewed the Registration Statement and the
exhibits thereto. In addition, we have reviewed the originals, or copies
certified or otherwise identified to our satisfaction, of all such corporate
records of the Company and such other instruments and other certificates of
public officials, officers, and representatives of the Company and other
persons, and we have made such investigations of law, as we have deemed
appropriate as a basis for the opinions expressed below. In rendering the
opinions expressed below, we have assumed that the signatures on all documents
that we have reviewed are genuine and that the Common Stock and the
Representative's Warrant will conform in all material respects to the
description thereof set forth in the Registration Statement. Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to them
in the Registration Statement.
Based upon the foregoing, we advise you that, in our opinion,
when the following events have occurred:
(a) The Registration Statement has become effective under the
Securities Act;
(b) The due authorization, registration, and delivery of the
certificate or certificates evidencing the Common Stock has occurred;
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UGLY DUCKLING CORPORATION
June 17, 1996
Page 2
(c) The due authorization, execution and delivery of the
Warrant Agreement pursuant to which the Representative's Warrants are to be
issued has occurred; and
(d) The Common Stock has been issued and sold in the manner
specified in the Registration Statement and the exhibits thereto; then
1. The Common Stock to be issued by you will be legally
issued, fully paid and non-assessable.
2. The Representative's Warrant to be issued by you will be
legally issued and will constitute the valid and binding obligation of the
Company enforceable in accordance with its terms, except as enforceability
thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization,
moratorium, or other similar laws relating to or affecting the rights of
creditors generally, and (ii) the application of general principles of equity
(whether such enforceability is considered in a proceeding in equity or at law).
The shares of Common Stock issuable upon exercise of the Representative's
Warrant and receipt by the Company of the consideration for such shares in
accordance with the terms thereof will be legally issued, fully paid and
non-assessable.
The foregoing opinions are limited to the federal law of the
United States of America and the General Corporation Law of the State of
Delaware. We express no opinion as to the application of the various state
securities laws to the offer, sale, issuance, or delivery of the Common Stock.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement and to the use of our name under the caption
"Legal Matters" in the Registration Statement and in the Prospectus included
therein.
Very truly yours,
SNELL & WILMER L.L.P.
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EXHIBIT 23.1
[KPMG PEAT MARWICK LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ugly Duckling Corporation:
We consent to the use of our report dated January 24, 1996, except for note 23
which is as of April 24, 1996, on the consolidated financial statements of Ugly
Duckling Corporation incorporated herein by reference and to the reference to
our firm under the heading "Experts" in the prospectus.
/s/ KPMG PEAT MARWICK LLP
Phoenix, Arizona
June 18, 1996
