<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 1997
REGISTRATION NO. 333-14187
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST EFFECTIVE AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
RIVIERA TOOL COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<C> <C> <C>
MICHIGAN 3544
(State or other jurisdiction of (Primary Standard Industrial 38-2828870
incorporation or organization) Classification Code Number) (I.R.S. Employer Identification No.)
</TABLE>
------------------------
5460 EXECUTIVE PARKWAY SE
GRAND RAPIDS, MICHIGAN 49512
(616) 698-2100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------
KENNETH K. RIETH, PRESIDENT
5460 EXECUTIVE PARKWAY SE
GRAND RAPIDS, MICHIGAN 49512
(616) 698-2100
(Address, including zip code, and telephone number, including area code, of
agent for service)
------------------------
Copies to:
<TABLE>
<C> <C>
STUART F. CHENEY, ESQ. ALAN I. ANNEX, ESQ.
Dickinson, Wright, Moon, Van Dusen & Freeman Camhy Karlinsky & Stein LLP
200 Ottawa Avenue, N.W., Suite 900 1740 Broadway, Sixteenth Floor
Grand Rapids, MI 49503 New York, NY 10019
(616) 458-1300 (212) 977-6600
</TABLE>
DATE OF COMMENCEMENT OF SALE TO THE PUBLIC: MARCH 4, 1997
------------------------
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. [ ]
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a list of the estimated expenses to be incurred by the
Registrant in connection with the issuance and distribution of the shares of
Common Stock being registered hereby, other than underwriting discounts and
commissions.
<TABLE>
<CAPTION>
ITEM
----
<S> <C>
Securities and Exchange Commission Registration Fee......... $ 3,387
National Association of Securities Dealers, Inc. Filing
Fee....................................................... 11,325
Printing Expenses........................................... 130,000
Transfer Agent and Registrar Fees........................... 3,500
Accounting Fees and Expenses................................ 90,000
Legal Fees and Expenses (not including Blue Sky)............ 125,000
Blue Sky Fees and Expenses.................................. 14,125
Miscellaneous Expenses...................................... 50,000
--------
Total.................................................. $427,337
========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 561 through 571 of Michigan Business Corporation Act ("MBCA") set
forth the conditions and limitations governing the indemnification of officers,
directors and other persons. In this regard, the MBCA provides for
indemnification of directors and officers acting in good faith and in a manner
they reasonably believe to be in, or not opposed to, the best interest of the
Company or its shareholders (and, with respect to a criminal proceeding, if they
have no reasonable cause to believe their conduct to be unlawful). Such
indemnification may be made against (a) expenses (including attorney's fees),
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred in connection with any threatened, pending or completed
action, suit or proceeding (other than an action by, or in the right of, the
Company) arising by reason of the fact that they were serving as a director,
officer, employee or agent of the Company (or some other entity at the Company's
request), and (b) expenses (including attorney's fees) and amounts paid in
settlement actually and reasonably incurred in connection with a threatened,
pending or completed action or suit by, or in the right of, the Company, unless
the director or officer is found liable to the Company and an appropriate court
does not determine that he or she is nevertheless fairly and reasonably entitled
to indemnification. The MBCA requires indemnification for expenses to the extent
that a director or officer is successful in defending against any such action,
suit or proceeding, and otherwise requires in general that the indemnification
provided for in (a) and (b) above be made only on a determination by a majority
vote of a quorum of the Board of Directors comprised of members who were not
parties to or threatened to be made parties to such action. In certain
circumstances, the MBCA further permits advances to cover such expenses before a
final determination that indemnification is permissible, upon receipt of (i) a
written affirmation by the director or officer of his or her good faith belief
that he or she has met the applicable standard of conduct set forth in the MBCA,
and (ii) a written undertaking by or on behalf of the director or officer to
repay such amounts unless it shall ultimately be determined that he or she is
entitled to indemnification and a determination that the facts then known to
those making the advance would not preclude indemnification.
References made to Article IX of the Registrant's Articles of
Incorporation, a copy of which is filed as Exhibit 3(a), and to Article VI of
the Registrant's Bylaws, a copy of which is filed as Exhibit 3(b), which provide
for indemnification of directors and officers of the Registrant and authorize
the Board to extend such indemnity to others to the full extent permitted by the
aforesaid Sections of the Michigan Business Corporation Act.
II-1
<PAGE> 3
Section 9 of Article VI of the Bylaws also authorizes the Registrant to
purchase and maintain insurance on behalf of any officer, director, employee or
agent of the Company against any liability asserted against or incurred by them
in such capacity or arising out of their status as such whether or not
Registrant would have the power to indemnify such officer, director, employee or
agent of the Company against any liability under the provisions of such Article
or Michigan law.
Reference is made to Section of the Underwriting Agreement, a copy of which
is filed as part of Exhibit 1 to the Registration Statement, for information
concerning indemnification arrangements among the Registrant and the
Underwriters.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
No securities of the Registrant have been issued or sold by the Registrant
within the past three years.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits. The following exhibits have been previously filed and are made a
part hereof by reference:
<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION OF DOCUMENT
- -------- -----------------------
<C> <S>
1 Underwriting Agreement.
3(a) Amended and Restated Articles of Incorporation of the
Registrant.
3(b) Bylaws of the Registrant.
4(a) Specimen Common Stock of Registrant.
4(b) Representative's Warrant Agreement, including form of
Warrant.
5 Opinion and consent of Dickinson, Wright, Moon, Van Dusen &
Freeman as to the legality of the Common Stock being
Registered.
9 Shareholder Agreement and related Stock Option Agreement
between Riviera Holding Company and Motor Wheel Corporation.
10(a) 1996 Incentive Stock Option Plan of Registrant.
10(b) Employment Agreement of Kenneth K. Rieth.
10(c) Promissory Note dated March 31, 1994 between Registrant and
Heller Financial, Inc. covering various manufacturing
machinery and equipment.
10(d) Promissory Note dated April 1, 1994 between Registrant and
Banc One Equipment Finance, Inc. covering various
manufacturing machinery and equipment.
10(e) Lease Agreement dated November 1, 1988 between Registrant
and Greenbrook Limited Partners/Riviera regarding industrial
facilities at 5460 Executive Parkway SE, Grand Rapids,
Michigan.
10(f) Commitment from LaSalle National Bank.
10(g) NBD Bank Credit Agreement
10(h) Assignment of Stock Option between Riviera Holding Company
and Registrant.
23(a) Consent of Plante & Moran LLP (contained at page S-1 of this
Registration Statement).
23(b) Consent of Dickinson, Wright, Moon, Van Dusen & Freeman
(contained in the opinion of such firm filed as Exhibit 5
hereto).
24(a) Power of Attorney (contained on Page II-5, the signature
page)
24(b) Consent of Director Nominees
27 Financial Data Schedule
</TABLE>
II-2
<PAGE> 4
(b) Financial Statement Schedules
<TABLE>
<S> <C> <C> <C>
V -- Property, Plant and Equipment.
VI -- Accumulated Depreciation, Depletion and Amortization of
Property, Plant and
Equipment.
IX -- Short-term Borrowings.
X -- Supplementary Income Statement Information.
</TABLE>
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act") may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the Michigan Business
Corporation Act and the documents referred to in Item 14 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.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) 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 together,
represent a fundamental change in the information set forth in the
Registration Statement; and
(iii) Include any additional or changed material information on the
plan of distribution.
(2) That, for determining liability under the Securities Act, treat
each as a new registration statement of the securities offered, and the
offering of the securities at that time to be the initial bona fide
offering.
(3) To file a post-effective amendment to remove from registration any
of the securities being registered which remain unsold at the end of the
offering.
(4) To provide to the Underwriters at the closing specified in the
Underwriting Agreement certificates in such denominations and registered in
such names as required by the Underwriters to permit prompt delivery to
each purchaser.
(5) That for purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in the 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 a part of this
Registration Statement as of the time it was declared effective.
(6) That for purposes of determining any liability under the Act, 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.
II-3
<PAGE> 5
(7) That insofar as indemnification for liabilities arising under the
Securities Act 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
Commission such indemnification is against public policy as expressed in
the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
(8) The undersigned registrant hereby undertakes to provide to the
underwriter at the closing specified in the underwriting agreements
certificates in such denominations and registered in such names as required
by the underwriter to permit prompt delivery to each purchaser.
* Pursuant to Rule 478(a)(4) under the Securities Act and pursuant to
the undertaking at Part II, Item 17(3) of the Registration Statement, the
Registrant hereby removes from registration the 151,500 unsold shares of
Common Stock, which stock was previously held under a 45-day option to
purchase granted to the Underwriters to cover over-allotments.
- -------------------------
* Added herein.
II-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement or Amendment thereto to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Grand
Rapids, State of Michigan on the 27th day of June, 1997.
RIVIERA TOOL COMPANY
By: /s/ KENNETH K. RIETH
------------------------------------
Kenneth K. Rieth, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registration Statement has been signed by the following persons in the
capacities indicated on the 27th day of June, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ KENNETH K. RIETH President (Principal Executive Officer),
- --------------------------------------------- Shareholder and Director
Kenneth K. Rieth
/s/ PETER C. CANEPA Secretary, Treasurer, and Chief Financial
- --------------------------------------------- Officer (Principal Financial Officer and
Peter C. Canepa Principal Accounting Officer)
/s/ LEONARD H. WOOD* Vice President-General Manager and Director
- ---------------------------------------------
Leonard H. Wood
/s/ JOHN C. KENNEDY* Director
- ---------------------------------------------
John C. Kennedy
Director
- ---------------------------------------------
John H. Kinstler
Director
- ---------------------------------------------
Thomas R. Collins
*By /s/ PETER C. CANEPA
- ---------------------------------------------
Peter C. Canepa, Attorney-in-Fact
</TABLE>
II-5
<PAGE> 7
EXHIBIT INDEX*
<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION OF DOCUMENT
- -------- -----------------------
<S> <C>
1 Underwriting Agreement.
3(a) Amended and Restated Articles of Incorporation of the
Registrant.
3(b) Bylaws of the Registrant.
4(a) Specimen Common Stock of Registrant.
4(b) Representative's Warrant Agreement, including form of
Warrant.
5 Opinion and consent of Dickinson, Wright, Moon, Van Dusen &
Freeman as to the legality of the Common Stock being
Registered.
9 Shareholder Agreement and related Stock Option Agreement
between Riviera Holding Company and Motor Wheel Corporation.
10(a) 1996 Incentive Stock Option Plan of Registrant.
10(b) Employment Agreement of Kenneth K. Rieth.
10(c) Promissory Note dated March 31, 1994 between Registrant and
Heller Financial, Inc. covering various manufacturing
machinery and equipment.
10(d) Promissory Note dated April 1, 1994 between Registrant and
Banc One Equipment Finance, Inc. covering various
manufacturing machinery and equipment.
10(e) Lease Agreement dated November 1, 1988 between Registrant
and Greenbrook Limited Partners/Riviera regarding industrial
facilities at 5460 Executive Parkway SE, Grand Rapids,
Michigan.
10(f) Commitment from LaSalle National Bank.
10(g) NBD Bank Credit Agreement
10(h) Assignment of Stock Option between Riviera Holding Company
and Registrant.
23(a) Consent of Plante & Moran LLP (contained at page S-1 of this
Registration Statement).
23(b) Consent of Dickinson, Wright, Moon, Van Dusen & Freeman
(contained in the opinion of such firm filed as Exhibit 5
hereto).
24(a) Power of Attorney (contained on Page II-5, the signature
page)
24(b) Consent of Director Nominees
27 Financial Data Schedule
</TABLE>
- -------------------------
* All exhibits have been previously filed.
