<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 9, 1996.
REGISTRATION NO. 333-07477.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Q.E.P. CO., INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 5072 13-2983807
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code) Identification No.)
LEWIS GOULD
990 SOUTH ROGERS CIRCLE 990 SOUTH ROGERS CIRCLE
BOCA RATON, FLORIDA 33487 BOCA RATON, FLORIDA 33487
TELEPHONE: (561) 994-5550 TELEPHONE: (561) 994-5550
(Address and telephone number of registrant's (Name, address and telephone number
principal executive offices) of agent for service)
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Copies to:
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<S> <C>
ROBERT W. WALTER, ESQ. JOSEPH J. HERRON, ESQ.
DAVID C. ROOS, ESQ. KAREN K. DREYFUS, ESQ.
BERLINER ZISSER WALTER & GALLEGOS, P.C. CHRISTOPHER R. DI MAURO, ESQ.
SUITE 4700 610 NEWPORT CENTER DRIVE, SUITE 1700
1700 LINCOLN STREET O'MELVENY & MYERS LLP
DENVER, COLORADO 80203 NEWPORT BEACH, CALIFORNIA 92660
TELEPHONE: (303) 830-1700 TELEPHONE: (714) 760-9600
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
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. / /
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
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<CAPTION>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE PER OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock(2)............................. 1,380,000 $ 10.50 $14,490,000 $4,996.56
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Common Stock(3)............................. 4,597 $ 10.50 $ 48,269 $ 16.65
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Representative's Warrants for Common
Stock..................................... 120,000 $ .001 $ 120 $ .03
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Common Stock underlying Representative's
Warrants(4)............................... 120,000 $ 12.60 $ 1,512,000 $ 521.38
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Total............................. $16,050,389 $5,534.62
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
(2) Includes 180,000 shares of Common Stock contained in the over-allotment
option and 200,000 shares of Common Stock to be offered by certain selling
shareholders.
(3) Issuable in exchange for 183,889 shares of the Company's outstanding
Preferred Stock.
(4) Pursuant to Rule 416, includes such indeterminate number of additional
shares of Common Stock as may be required for issuance on exercise of the
Representative's Warrants as a result of any adjustment in the number of
shares of Common Stock issuable on such exercise by reason of the
anti-dilution provisions of the Representative's Warrants.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Other expenses in connection with this offering which will be paid by
Q.E.P. Co., Inc. (hereinafter in this Part II, the "Company") are estimated to
be substantially as follows:
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<CAPTION>
AMOUNT
PAYABLE
BY THE
ITEM COMPANY*
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<S> <C>
S.E.C. Registration Fees................................................ $ 5,534.62
N.A.S.D. Filing Fees.................................................... 2,105.04
State Securities Laws (Blue Sky) Fees................................... 25,000.00*
Nasdaq National Market Filing Fee....................................... 15,000.00
Printing and Engraving.................................................. 58,000.00*
Legal Fees.............................................................. 125,000.00*
Representative's Non-Accountable Expense Allowance...................... 250,000.00
Accounting Fees and Expenses............................................ 70,000.00*
Transfer Agent's Fees and Cost of Certificates.......................... 5,000.00*
Miscellaneous Expenses.................................................. 19,360.34*
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Total......................................................... $575,000.00*
===========
</TABLE>
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* Estimated for the purpose of this filing.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law permits a corporation organized
thereunder to indemnify its directors and officers for certain of their acts.
The Certificate of Incorporation of the Company has been framed so as to conform
to the Delaware General Corporation Law. (Reference is made to the Certificate
of Incorporation filed as Exhibit 3.1.1 to this Registration Statement.)
In general, any officer, director, employee or agent may be indemnified
against expenses, fines, settlements or judgments arising in connection with a
legal proceeding to which such person is a party, if that person's actions were
in good faith, were believed to be in the Company's best interest and were not
unlawful. Unless such person is successful upon the merits in such an action,
indemnification may be awarded only after a determination by independent
decision of the Board of Directors, by legal counsel or by a vote of the
shareholders that the applicable standard of conduct was met by the person to be
indemnified.
The circumstances under which indemnification is granted in connection with
an action brought on behalf of the Company are generally the same as those set
forth above; however, with respect to such actions, indemnification is granted
only with respect to expenses actually incurred in connection with the defense
or settlement of the action. In such actions, the person to be indemnified must
have acted in good faith, in a manner believed to have been in the Company's
best interest and with respect to which such person was not adjudged liable for
negligence or misconduct.
Indemnification may also be granted pursuant to the terms of agreements
which may be entered into in the future pursuant to a vote of shareholders or
directors. The statutory provision cited above and the referenced portion of the
Certificate of Incorporation also grant the power to the Company to purchase and
maintain insurance which protects its officers and directors against any
liabilities incurred in connection with their services in such a position, and
such a policy may be obtained by the Company in the future.
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ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Effective October 31, 1994, the Company purchased all of the common stock
of Marion Tool Company. The purchase price paid for such stock included 425,547
shares of Series A Preferred Stock, which were issued to the sole shareholder of
Marion Tool Company at a price of $1.00 per share. Effective January 1, 1995,
the Company purchased all of the assets of Andrews Enterprises. The purchase
price paid for such assets included 17,500 shares of Series C Preferred Stock,
which were issued at a price of $1.00 per share. The sales of Series A and
Series C Preferred Stock were not registered under the Securities Act of 1933.
The Company has made the following sales of its Series B Preferred Stock within
the past three years to the following persons for the cash consideration
indicated, which sales were not registered under the Securities Act of 1933.
<TABLE>
<CAPTION>
DATE OF PRICE NUMBER
NAME ISSUANCE CONSIDERATION PER SHARE OF SHARES
--------------------------------------------- -------- ------------- --------- ---------
<C> <S> <C> <C> <C> <C>
1. Beacon Hills Tools Co........................ 12/09/93 $10,000 $1.00 10,000
2. Kanzawa Precision Tools Manufacturing Co,
Ltd........................................ 12/09/93 50,000 1.00 50,000
3. T.M. Enterprise.............................. 12/09/93 65,000 1.00 65,000
</TABLE>
Effective June 30, 1996, the Company agreed to issue a total of 4,597
shares of Common Stock to the existing shareholders of the Company identified
below in exchange for a total of 183,889 shares of Preferred Stock owned by such
shareholders. No commission or other remuneration was paid or given directly or
indirectly for soliciting such exchange.
<TABLE>
<CAPTION>
NUMBER OF
DATE OF PREFERRED SHARES NUMBER OF
NAME ISSUANCE SURRENDERED COMMON SHARES
------------------------------------------------ -------- ---------------- -------------
<C> <S> <C> <C> <C>
1. Russell White................................... 6/30/96 2,659 2,659
2. Kanzawa Precision Tools Manufacturing Co,
Ltd........................................... 6/30/96 1,250 1,250
3. Beacon Hill Tools Co............................ 6/30/96 250 250
4. John Andrews.................................... 6/30/96 197 197
5. James Andrews................................... 6/30/96 66 66
6. Nancy Andrews................................... 6/30/96 66 66
7. Robert Andrews.................................. 6/30/96 66 66
8. Mary Porras..................................... 6/30/96 43 43
</TABLE>
All the foregoing sales were made to individuals or entities which had
access to information enabling them to evaluate the merits and risks of the
investment by virtue of their relationship to the Company or their economic
bargaining power.
The Company relied on Section 3(a)(9) of the Securities Act of 1933 for the
exemption from the registration requirements of such Act with respect to the
recapitalization and reincorporation of the Company in Delaware on ,
1996 and the exchange of Preferred Stock effective June 30, 1996. The Company
relied on Section 4(2) of the Securities Act of 1933 with respect to the private
sales of Preferred Stock for the exemption from the registration requirements of
such Act. Each investor was furnished with information concerning the operations
of the Company and each had the opportunity to verify the information supplied.
Additionally, the Company obtained a signed representation from each of the
foregoing persons or entities of his or its intent to acquire the Preferred
Stock of the Company for the purpose of investment only, and not with a view
toward the subsequent distribution thereof; and each of the certificates
representing the Preferred Stock issued to the foregoing persons or entities has
been stamped with a legend restricting transfer of the Preferred Stock
represented thereby.
ITEM 16. EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits.
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<PAGE> 4
The following is a complete list of Exhibits filed as part of this
Registration Statement and which are incorporated herein.
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<CAPTION>
EXHIBIT NO.
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<C> <S>
+1.1 -- Form of Underwriting Agreement by and between Q.E.P. Co., Inc. (the
"Company") and Cruttenden Roth Incorporated (the "Representative")
+2.1 -- Agreement and Plan of Merger, dated regarding the change in
domicile of the Company from a New York corporation to a Delaware
corporation.
*3.1.1 -- Form of Certificate of Incorporation of the Company as filed on
, 1996 with the Secretary of State of the State of
Delaware.
*3.2.1 -- Form of By-laws of the Company.
+4.1 -- Form of specimen certificate for Common Stock of the Company.
+4.1.1 -- Form of Representative's Warrant to be issued by the Company to the
Representative.
+5. -- Opinion of Berliner Zisser Walter & Gallegos, P.C., regarding
legality of the securities covered by this Registration Statement.
+9. -- Voting Trust Agreement, dated July , 1996, by and between Lewis
Gould and Susan J. Gould.
+10.1 -- Employment Agreement, dated July , 1996, by and between Lewis Gould
and the Company.
*10.1.1 -- 1996 Stock Option Plan, effective June 20, 1996, authorizing 250,000
shares of Common Stock for issuance pursuant to the Plan.
*10.2.1 -- Lease Agreement, dated March 1, 1989, by and between Boca Commercial
Industrial Ltd. and the Company.
*10.2.2 -- Lease Agreement, dated November 1, 1992, by and between Miles Bros.
Construction and The Andrews Company.
*10.2.3 -- Lease Agreement, dated January 3, 1991, by and between
JMB/Pennsylvania Advisors and The O'Tool Company, Inc, including
Assignment of Lease dated June 9, 1994 by and between The O'Tool
Company, Inc. and the Company.
*10.2.4 -- Lease Agreement, dated December 1994, by and between Connecticut
Mutual Life Insurance Company and the Company, including amendments
thereto dated March 8, 1995 and November 21, 1995.
*10.2.5 -- Lease Agreement, dated June 1993, by and between Leo M. Rutten and
Alice J. Rutten and the Company.
*10.3.1 -- Revolving Loan and Security Agreement and Assignment of Leases, dated
October 13, 1995, by and between Shawmut Bank Connecticut, N.A., a
national banking association, and the Company, including Promissory
Note dated October 13, 1995 Limited Guaranty of Lewis Gould dated
October 13, 1995 and form of Guaranty executed by the Company's
subsidiaries.
11. -- Not applicable.
13. -- Not applicable.
14. -- Not applicable.
15. -- Not applicable.
16. -- Not applicable.
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<CAPTION>
EXHIBIT NO.
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<S> <C>
21. -- Not applicable.
*22. -- List of Subsidiaries.
+23.1 -- The consent of Berliner Zisser Walter & Gallegos, P.C., to the use of
its opinion with respect to the legality of the securities covered by
this Registration Statement and to the references to such firm in the
Prospectus filed as part of this Registration Statement will be
included in Exhibit 5.
*23.2 -- Consent of Grant Thornton LLP, independent certified public
accountants for the Company.
*24. -- The Power of Attorney is included in the signature page of this
Registration Statement.
-27 -- Financial Data Schedule.
</TABLE>
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* Previously filed.
- - Filed herewith.
+ To be filed by Amendment.
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(b) Consolidated Financial Statement Schedules.
Report of Independent Certified Public Accountants on Financial
Statement Schedules.
Schedule II -- Valuation and Qualifying Accounts.
ITEM 17. UNDERTAKINGS.
(a) Rule 415 Offering.
The undersigned Registrant hereby 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) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information set forth in the Registration Statement; and
(iii) Include any additional material information on the plan of
distribution.
(2) That, for the purpose of determining any liability under the
Securities Act, each such posteffective amendment shall be deemed to be 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) 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.
(f) Prompt Delivery.
The undersigned Registrant hereby undertakes to provide the Underwriters at
the closing specified in the Underwriting Agreement certificates for Common
Stock in such denominations and registered in such names as required by the
Underwriters to permit prompt delivery to each purchaser.
(h) Indemnification.
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
II-4
<PAGE> 6
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.
(i) Rule 430A.
The undersigned Registrant hereby undertakes that:
(i) 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 under Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be a part of this
Registration Statement as of the time it was declared it effective.
(ii) For the purpose of determining any liability under the Securities
Act of 1933, each 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.
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<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement or Amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton,
State of Florida on July 9, 1996.
Q.E.P. CO., INC.
By: /s/ LEWIS GOULD
--------------------------------
Lewis Gould, President
Each person whose signature appears below constitutes and appoints Lewis
Gould his attorney-in-fact, for him in any and all capacities, to sign any
amendments to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming that said attorney-in-fact,
or his substitute, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment has been signed by the following persons in
the capacities and on the dates stated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ LEWIS GOULD President, Chief Executive July 9, 1996
- --------------------------------------------- Officer (Principal Executive
Lewis Gould Officer) and Director
/s/ PATRICK L. DAGGETT Chief Financial Officer July 9, 1996
- --------------------------------------------- (Principal Financial and
Patrick L. Daggett Accounting Officer) and
Director
/s/ EDWARD F. RONAN, JR. Director July 9, 1996
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Edward F. Ronan, Jr.
/s/ MERVYN D. FOGEL Director July 9, 1996
- ---------------------------------------------
Mervyn D. Fogel
/s/ SUSAN J. GOULD Director July 9, 1996
- ---------------------------------------------
Susan J. Gould
</TABLE>
II-6
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AUDITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED FEBRUARY 29, 1996 AND UNAUDITED
FINANCIAL STATEMENTS FOR THE QUARTER ENDED MAY 31, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED IN THE REGISTRATION
STATEMENT ON FORM S-1 FOR Q.E.P. CO., INC.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS
<FISCAL-YEAR-END> FEB-29-1996 MAY-31-1996
<PERIOD-START> MAR-01-1995 MAR-01-1996
<PERIOD-END> FEB-29-1996 MAY-31-1996
<CASH> 179,138 316,074
<SECURITIES> 0 0
<RECEIVABLES> 3,635,054 3,115,379
<ALLOWANCES> 54,500 54,500
<INVENTORY> 3,138,681 3,370,860
<CURRENT-ASSETS> 7,248,816 7,227,268
<PP&E> 658,883 659,925
<DEPRECIATION> 392,273 419,259
<TOTAL-ASSETS> 7,879,964 7,818,138
<CURRENT-LIABILITIES> 4,317,551 3,826,135
<BONDS> 0 0
<COMMON> 1,500 1,500
0 0
503,047 503,047
<OTHER-SE> 30,762 30,762
<TOTAL-LIABILITY-AND-EQUITY> 7,879,964 7,818,138
<SALES> 25,271,715 7,702,148
<TOTAL-REVENUES> 25,271,715 7,702,148
<CGS> 15,976,971 4,800,998
<TOTAL-COSTS> 15,976,971 4,800,998
<OTHER-EXPENSES> 7,363,976 2,150,564
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 194,565 43,925
<INCOME-PRETAX> 1,736,203 706,661
<INCOME-TAX> 668,452 267,500
<INCOME-CONTINUING> 1,067,751 439,161
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,067,751 439,161
<EPS-PRIMARY> .68 .28
<EPS-DILUTED> .68 .28
</TABLE>
