<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON April 23,1998
REGISTRATION NO.333-41805
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1
ON
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
RIVIERA TOOL COMPANY
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2828870
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
--------------
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:
STUART F. CHENEY, ESQ.
Dickinson Wright PLLC
200 Ottawa Avenue, N.W., Suite 900
Grand Rapids, MI 49503
(616) 458-1300
--------------
Approximate Date of Commencement of proposed Sale to the Public: From time to
time after this Registration Statement becomes effective.
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If only Securities being registered on this Form are 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, check the following box [x]
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. [ ]
THE REGISTRANT HEREBY AMENDS THIS POST EFFECTIVE AMENDMENT NO. 1 TO
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 POST EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) Of,
THE SECURITIES ACT OF 1933 OR UNTIL THE POST EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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Subject to Completion, Dated April 23, 1998
PROSPECTUS
1,461,499 SHARES
RIVIERA TOOL COMPANY
Common Stock
-----------------
The shares of Common Stock ("Common Stock") offered hereby are being
offered by the Selling Shareholders described in this Prospectus under "Selling
Shareholders."
The Company's Common Stock is listed on the American Stock Exchange
("AMEX") under the symbol "RTC." On March 27, 1998, the last sale price for the
Common Stock reported by AMEX was $ 9.875.
FOR A DISCUSSION OF CERTAIN CONSIDERATIONS ASSOCIATED WITH THE
PURCHASE OF THE COMMON STOCK OFFERED HEREBY, SEE "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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Underwriting Discounts Proceeds to Selling
Price to Public and Commissions Shareholders
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Market (1) Customary (2) Net (3) (4)
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(1) The shares of Common Stock offered hereby by the Selling Shareholders
will be offered at either prevailing market prices from time to time or
at negotiated prices; therefore the price to the public cannot be
determined at this time.
(2) There is no underwriter. It is anticipated, however, that the
broker-dealers with whom the Selling Shareholders place their shares
will receive the usual and customary brokerage commissions in
connection with the sale of the securities. The amount of any such
commissions, which will be paid by the Selling Shareholders, cannot
be determined at this time.
(3) These securities are offered an behalf of Selling Shareholders
and, therefore, no proceeds from the offering of such securities will
be paid to the Company.
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(4) All proceeds are before deduction of the total expenses of this offering,
including legal, accounting, and printing expenses, which will be
borne by the Company and are estimated at $22.380.
The date of this Prospectus is April 23, 1998.
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR EITHER OF THE SELLING SHAREHOLDERS. THE DELIVERY
OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
IN CONNECTION WITH THIS OFFERING, CERTAIN OF THE SELLING SHAREHOLDERS OR
THEIR RESPECTIVE AFFILIATES WHO ARE REGISTERED BROKER DEALERS MAY ENGAGE IN
PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK OF THE COMPANY ON THE
AMEX IN ACCORDANCE WITH THE RULE 103 OF REGULATION M, AS AMENDED.
AVAILABLE INFORMATION
Riviera Tool Company ("Riviera" or the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934 (the "1934
Act") and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). Reports,
proxy statements and other information concerning Riviera can be inspected and
copied at the public reference facilities of the SEC at Room 1024, 450 Fifth
Street, N.W., Washington, D.C., as well as the following Regional Offices:
Chicago Regional Office, Northwest Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511; and New York Regional Office, 7 World
Trade Center, 12th Floor, New York, New York 10007. Copies of such material can
be obtained from the Public Reference Section of the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The Company is an electronic
filer and such reports and other information filed with the SEC may also be
available at the SEC's World Wide Web at http:www.sec.gov. The Company's common
stock is listed on the AMEX under the symbol "RTC" and such reports, proxy
statements and other information may also be inspected at the offices of the
American Stock Exchange, New York, New York.
The Company has filed with the SEC a Registration Statement (which term
shall encompass any amendments and exhibits thereto) under the Securities Act
of 1933 with respect of the Shares offered hereby. This Prospectus, which forms
a part of such Registration Statement, does not contain all the information set
forth in such Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the SEC. Statements made in this
Prospectus as to the contents of any contract, agreement or other document
referred to are not necessarily complete; with respect to each such contract,
agreement or other document filed as an exhibit to such Registration Statement,
reference is made to the exhibit for a more complete description of the matter
involved, and each such statement shall be deemed qualified in its entirety by
such reference. Any interested parties may inspect such Registration Statement,
without charge, at the public reference facilities maintained by the SEC as
noted above, and may obtain copies of
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all or any part of it from the SEC upon payment of the fees prescribed by the
SEC. Neither the delivery of this Prospectus or any Prospectus Supplement nor
any sales made hereunder or thereunder shall under any circumstances create
ally implication that the information contained herein or therein is correct as
of any time subsequent to the date hereof or thereof or that there has been no
change in the affairs of the Company since the date hereof or thereof.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Riviera with the SEC pursuant to the
1934 Act are incorporated by reference herein and made a part hereof:
1. Annual Report on Form 10-K for the fiscal year ended August 31, 1997.
2. Quarterly Reports on Form 10-Q for the quarters ended
November 30, 1997 and February 28, 1998.
3. The description of the Company's Common Stock contained in the
Company's registration statement filed under the 1934 Act,
Registration No. 001-12673, including any amendments or reports filed
for the purpose of updating such descriptions.
All documents filed by Riviera pursuant to Sections 13(a), 13(c), 14 and
15(d) of the 1934 Act subsequent to the date hereof and prior to the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof from
the date of filing of such documents.
Any statements contained herein or in a document incorporated or deemed
to be incorporated by reference in this Prospectus shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained in this Prospectus or in any other subsequently filed
document which also is or is deemed to be incorporated by reference in this
Prospectus modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
Riviera undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon the written or oral request of
any such person, a copy of any or all of the foregoing documents incorporated
herein by reference, other than exhibits to such documents. Such requests
should be directed to: Peter C. Canepa, Secretary, Riviera Tool Company, 5460
Executive Parkway, Grand Rapids, Michigan 49512; telephone (616)
698-2100.
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THE COMPANY
The Company designs, develops and manufactures custom large scale metal
stamping die systems used in the high speed production of sheet metal stamped
parts and assemblies for the automobile industry. The Company incorporates its
knowledge of integrated computer technologies with the design and manufacture
of metal stamping die systems resulting in solutions that address the specific
manufacturing requirements of its main customers, Chrysler Corporation
("Chrysler"), Ford Motor Company ("Ford") and General Motors Corporation
("General Motors"), the three largest domestic automobile manufacturers (the
"OEMs"), and their tier one suppliers of sheet metal stamped parts and
assemblies.
Management has strategically positioned the Company as one of North
America's most technologically advanced independent suppliers of metal stamping
die systems utilizing a totally computer integrated process for the design,
manufacture and validation of its products. The Company should continue to
benefit from current trends in the global automotive industry which require
continuous quality improvement, simultaneous engineering and development, and
increasing reliance on a select number of suppliers capable of utilizing
computer integrated technology to develop new automobile models. Examples of
parts made from die systems recently developed and manufactured by the Company
include the bumper system for the Ford Explorer and F-Series trucks, door
panels and wheels for the Jeep Wrangler, structural body components for the
Chrysler Neon and mini-vans, as well as body panels for semi-tractor vehicles.
The Company maintains "Preferred Supplier" status with Chrysler and Ford.
In the past, the Company has been awarded Chrysler's PentaStar quality award,
the highest quality award for a single plant supplier and Ford's Q-1 supplier
award, an award that has historically been given to suppliers who manufacture
parts and assemblies, rather than suppliers of tooling and equipment. The
Company was the first tool and die supplier to be awarded the Q-1 status by
Ford.
By transferring design information electronically, the Company
communicates directly with the OEMs' design and development centers regarding
specific product and manufacturing information necessary to develop a custom
manufacturing system for each respective part. This digital data base is
incorporated in each phase of the design, manufacture and inspection process
for both the prototype and production tooling systems, ensuring high quality
repeatable processes. Electronically linking the Company to the OEMs' design
and development centers enables significant reductions in product development
lead time and cost.
The Company has adopted a strategy that includes (i) single source
program management from concept to completion which involves the coordination
of design, manufacture of prototype and final dies, tryout and final
inspection, all at a single location; (ii) accomplishing each of the foregoing
using the same electronic data; (iii) simultaneous engineering of product and
process,
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<PAGE> 8
and (iv) maintaining ongoing continuous improvement programs enabling it to
improve its products and services in response to technological advances and
the changing requirements of its customers.
The Company was originally acquired by the purchase of the assets of an
existing tool and die business on December 19, 1967 and was incorporated in its
present form in 1988 under the laws of the State of Michigan. The Company sold
1,010,000 shares of its Common Stock, approximately 57.5% of its currently
issued and outstanding Common Stock, in an initial public offering on March 4,
1997. In October of 1997 the Company sold 80,000 shares of 8% Cumulative
Convertible Preferred Stock ( the "Preferred Stock"), which have been converted
into an aggregate of 1,310,499 shares of Common Stock.
RISK FACTORS
A prospective investor should consider, together with the other
information set forth in this Prospectus, the following:
RELIANCE UPON MAJOR CUSTOMERS
Approximately 40% of the Company's sales during fiscal 1997 and 25% in fiscal
1996 were made directly to Chrysler Corporation. In addition, approximately 16%
of the Company's sales during fiscal 1997 and 11% during fiscal 1996 were made
directly to Ford Motor Company. Ford suppliers represented approximately 16%
and 17% of the Company's sales during fiscal 1997 and 1996, respectively.
General Motors represented approximately 4% of the Company's sales during
fiscal 1997 and 13% during fiscal 1996. For the year ended August 31, 1997 and
1996, Chrysler, Ford, General Motors and their tier one suppliers accounted for
approximately 87% and 75% of the Company's revenues, respectively.
The loss of the Company's relationship with these customers, or a
significant reduction of their minimum tooling purchases, or a reduction in new
product development due to economic conditions, could have a material adverse
effect upon the Company.
The Company is directly dependent on its customers who directly
produce the end use product. As a result, if the end use producers (Chrysler,
Ford and General Motors) experience difficulties in such critical areas as
style, quality or global competition, the demand for such end use producer's
product may be adversely affected, which may in turn adversely affect the
Company.
GENERAL FACTORS: ECONOMIC CLIMATE, INTERNATIONAL MONETARY CYCLES, CHANGING
FACILITIES, INTER-INDUSTRY DEPENDENCE, AVAILABLE FINANCING
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The revenue and value of manufacturing concerns, such as the Company, in
general, may be adversely affected by a number of factors, including: (a) the
international, national, regional and local economic climate - in particular,
manufacturing intended for large ticket durable consumer goods, which directly
contributes to or adversely affects the work loads of manufacturing concerns
supplying product that will contribute to or be incorporated into end use
consumer products; (b) international monetary cycles - manufacturing concerns
produce products that contribute to or are otherwise incorporated into retail
consumer end use products that will directly or indirectly be competing on a
global basis; where price becomes an issue, monetary cycles may contribute to
or detract from competitive positioning; (c) the need to periodically repair,
replace, upgrade and expand existing production capabilities may not prove to
be a profitable endeavor; (d) the dependence on other industries -
manufacturing concerns that do not produce an end product but contribute to an
end product produced by another manufacturing concern are subject to both the
trends of the end user and the buying practices of the manufacturer that
assembles the materials into a merchantable product; (e) manufacturing concern
values which are affected by factors such as changes in interest rates and the
availability of financing in capital intensive industries, and in addition,
manufacturing concerns do not typically receive progress payments from their
customers.
VOTING CONTROL
Following completion of this Offering, Riviera Holding Company (owned
100% by Kenneth K. Rieth), a Michigan corporation will have approximately 19%
of the voting power and ownership of the Company. As a result Kenneth K. Rieth
will exercise significant control over the affairs of the Company. National
Securities Corporation was the managing underwriter for the Company's initial
public offering ("National"). The Company has agreed to use its best efforts to
elect a person designated by National to the Company's Board of Directors until
March 4, 2002. No such person has been designated at the date of this
Prospectus and National has indicated that it has no present intention to
designate any such person.
DEPENDENCE ON EXISTING MANAGEMENT
Kenneth K. Rieth and a few key employees have been primarily responsible
for the development of most of the Company's products, processes and business
methods. The loss or interruption of the continued full-time services of any of
them could have a material adverse effect on the Company. The Company maintains
"Key-man" life insurance policies on Kenneth K. Rieth, President, C.E.O. and
Director, and Leonard H. Wood, Vice President, General Manager and Director,
for $2,500,000 and $500,000, respectively. The Company has pledged $1,500,000
of this insurance on Kenneth K. Rieth to its principal commercial lender, Old
Kent Bank.
COMPETITION AND MARKET CONSOLIDATION
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The tooling systems industry is highly competitive, and there can be no
assurance that the Company will be able to compete successfully in the future.
The Company's largest customers, Chrysler and Ford, both have internal die
construction capability; however, the Company believes that such capacity is
insufficient in relationship to their total requirements. The Company believes
that the automobile industry has been going through a tooling systems supplier
consolidation and that there are now fewer quality oriented, full service die
systems suppliers. There is no assurance that the Company will continue to
qualify as a supplier to any of the automobile manufacturers. The loss of any
such qualification would have a material adverse effect on the Company. In
addition, the Company faces competition from foreign manufacturers,
particularly from Japan.
FUTURE SALE OF COMMON STOCK
The 605,000 shares of Common Stock held by Riviera Holding Company, owned
100% by Kenneth K. Rieth, after the date of this Prospectus will be eligible
for sale in accordance with Rule 144 under the Securities Act of 1933, as
amended. Under Rule 144, shareholders who have held fully-paid shares for at
least one year may sell them without registration under certain conditions.
Riviera Holding has held its shares for more than one year. The sale of a
significant portion of these shares in the open market could have a material
adverse effect on the market price of the Common Stock. However, Riviera
Holding Company has agreed that it will not sell or otherwise dispose of any
Common Stock until March 4, 1999 without the consent of the National.
PREFERRED STOCK
The Board of Directors of the Company is authorized to issue, without any
further action on the part of the Company's shareholders, up to 120,000 shares
of preferred stock in one or more series with such designations, preferences,
limitations and other rights, including voting rights, as are determined by the
Board of Directors from time to time. The issuance of such shares of preferred
stock could result in the dilution of the voting power of the shares of Common
Stock purchased in this Offering and could have a dilutive effect earnings per
share. The 1,425 shares of 8% Cumulative Preferred Stock of the Company, which
is redeemable and has all been redeemed, are also available for issuance if
approved by a vote of the holders of the Shares.
MARKET FOR COMMON STOCK
Prior to March 4, 1997 there was no public market for the Common Stock
of the Company. Since then it has traded on the AMEX under the Symbol RTC.
There can be no assurance that an active public market for the shares will be
sustained or that the market price of the Common Stock will not decline. The
trading price of the Company's Common Stock in the future could be subject to
wide fluctuations in response to quarterly variations in operating results of
the
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Company or its competitors, changes in analysts' estimates of the Company's
financial performance, regulatory developments, general industry conditions,
worldwide economic and financial conditions, and other factors. During certain
periods, the stock markets have experienced extreme price and volume
fluctuations. These broad market fluctuations and other factors may adversely
affect the market price of the Company's Common Stock.
CAUTIONARY STATEMENTS FOR PURPOSES OF
THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Prospectus contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. When used in this
document, the words "anticipate," "believe," "estimate," and "expect" and
similar expressions are generally intended to identify forward-looking
statements. Prospective investors are cautioned that any forwarding-looking
statements, including statements regarding the intent, belief, or current
expectations of the Company or its management, are not guarantees of future
performance and involve risks and uncertainties, and that actual results may
differ materially from those in the forward-looking statements as a result of
various factors including, but not limited to: (i) general economic conditions
in the markets in which the Company operates; (ii) fluctuations in worldwide or
regional automobile and light and heavy truck production; (iii) labor disputes
involving the Company or its significant customers; (iv) changes in practices
and/or policies of the Company's significant customers toward outsourcing
automotive components and systems; (iv) other risks detailed from time to time
in the Company's filings with the Commission; and (vi) those items identified
under "Risk Factors." The Company does not intend to update these
forward-looking statements.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of shares of
Common Stock by the Selling Shareholders.
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DIVIDEND POLICY
The Company has not declared or paid any cash dividends on its Common
Stock, except to its then sole shareholder in connection with its initial
public offering in March of 1997. See Note 17 of Notes to Consolidated
Financial Statements for the year ended August 31, 1997. The Company currently
intends to retain future earnings in order to provide funds for the operation
and expansion of its business and, accordingly, does not anticipate paying cash
dividends in the foreseeable future. Any further payment of cash dividends is
within the discretion of the Company's Board of Directors and will depend upon,
among other factors, the capital requirements, operating results and financial
condition of the Company from time to time.
DETERMINATION OF OFFERING PRICE
The offering price of the securities offered hereby by Selling
Shareholders may be based either on the market price of such securities on the
AMEX as it may exist from day to day during the offering period or may reflect
a negotiated price.
SELLING SHAREHOLDERS
Of the shares being offered by the Selling Shareholders hereby
1,310,499 have been issued by the Company to the Selling Shareholders upon
conversion of the Preferred Stock and the balance are issuable upon exercise of
the certain warrants to purchase Common Stock of the Company (the "Warrants").
The Preferred Stock was issued by the Company 67,500 shares on October 10, 1997
and 12,500 on October 24, 1997 and the Warrants were issued for 151,000 shares
of Common Stock by the Company 101,000 on March 7, 1997 in connection with the
Company's initial public offering, and 50,000 on October 10, 1997 in connection
with the placement of the Preferred Stock. The Preferred Stock has been
converted into 1,310,499 Shares of Common Stock. The Warrants issued in March,
1997 may be exercised at an exercise price of $10.50 per share but may not be
exercised until March 7, 1998 nor after March 7, 2002. The Warrants issued in
October, 1997 may be exercised at an exercise price of $10 per share but may
not be exercised until October 10, 1998 nor after October 10, 2002. The
exercise prices for the Warrants are subject to equitable adjustment upon the
occurrence of certain events such as stock split, stock dividends,
reclassifications or combinations. As required by the terms of the Preferred
Stock, the Company has filed with the Securities and Exchange Commission under
the Securities Act of 1933 (the "Securities Act") a Registration Statement on
Form S-3, of which this Prospectus forms a part, with respect to the resale of
the Shares by the Selling Shareholders from time to time on the American Stock
Exchange or in privately negotiated transactions. The holders of the Warrants
have elected to exercise their right to include the shares subject to the
Warrants in the Registration Statement.
The following table sets for the number of shares of Common Stock covered
by this Prospectus with respect to each Selling Shareholder, and the amount and
percentage of
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<PAGE> 13
ownership of each Selling Shareholder after the offering of securities offered
hereby, assuming all the securities covered by this Prospectus are sold by the
Selling Shareholders. After the date of this prospectus any of the Selling
Shareholders may purchase additional shares or dispose of any or all of its
shares in the Company from time to time in the open market, in privately
negotiated transactions or otherwise. Except as otherwise indicated by
footnote below, none of the Selling Shareholders has had any position, office
or other material relationship with the Company with the past three years,
other than as a result of the ownership of the securities or other securities
of the Company.
<TABLE>
<CAPTION>
NO. OF SHARES
INCLUDED IN THE
NO. OF SHARES NO. OF SHARES OF NO. OF SHARES PERCENTAGE OF
BENEFICIALLY OWNED COMMON STOCK OF COMMON STOCK COMMON STOCK
SELLING PRIOR INCLUDED IN THE HELD AFTER HELD AFTER
SHAREHOLDERS TO THE OFFERING OFFERING THE OFFERING THE OFFERING
<S> <C> <C> <C> <C>
Laborers' District Council 33,333 33,333 0 --
and Contractors Pension
Fund of Ohio
Ohio Carpenters' Pension 41,667 41,666 0 --
Trust
Dow Chemical Retirement 58,333 58,333 0 --
Plan
Jerome Kahn, Jr. 8,333 8,333 0 --
Revocable Trust
Irving Harris 12,500 12,499 0 --
Foundation B
Irving Harris 14,167 14,166 0 --
Foundation A
Irving Harris 8,333 8,333 0 --
Foundation
Harris Foundation 41,667 41,666 0 --
Irving Harris 35,300 24,999 10,300 *
Revocable Trust
David Rosenbaum 2,667 1,666 1,000 *
& Margot Kahn
JTWROS
James J. Pelts 5,000 4,999 0 --
Heartland Value(1) 195,000 194,999 0 --
Plus Fund
ROI Partners 45,000 44,999 0 --
ROI Offshore 27,000 24,999 2,000 --
NAV LLC 8,333 8,333 0 --
ROI and Lane L.P. 6,667 6,666 0 --
Pleiades Investment 6,667 6,666 0 --
Partners, L.P.
</TABLE>
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<PAGE> 14
<TABLE>
<CAPTION>
NO. OF SHARES
INCLUDED IN THE
NO. OF SHARES NO. OF SHARES OF NO. OF SHARES PERCENTAGE OF
BENEFICIALLY OWNED COMMON STOCK OF COMMON STOCK COMMON STOCK
SELLING PRIOR INCLUDED IN THE HELD AFTER HELD AFTER
SHAREHOLDERS TO THE OFFERING OFFERING THE OFFERING THE OFFERING
<S> <C> <C> <C> <C>
MicroCap Partners 8,333 8,333 0 --
L.P
John Kennedy 8,332 8,333 0 --
Kent Williams 41,667 41,666 0 --
Employee Pension
Plan
Pioneer Micro Cap Fund 200,000 199,999 0 --
c/o Pioneering Management
Corporation
60 State Street
Boston, MA 02109
Beamport & Co. 47,495 47,495 0 --
Topworks & Co. 66,790 66,790 0 --
Ell & Co. 71,243 71,243 0 --
Spear, Leeds & 166,666 83,333 83,333 2.6%
Kellogg
Deltac Panameria 58,333 58,333 0 --
Trust Co. Ltd.
Rodgers Family 33,333 33,333 0 --
Partnership Ltd.
John Gordon 16,667 16,666 0 --
Daniel F. Gordon 16,667 16,666 0 --
Robert J. Alison, Jr. 12,500 12,499 0 --
Elizabeth Kountze 12,500 12,499 0 --
James Turner 8,333 8,333 0 --
Rodgers
Alan L. Bauer & 5,000 4,999 0 --
Lois Bauer
Mark M. Moeller & 4,167 4,166 0 --
Melissa M. Moeller
TTEES
Albert N. Schrieber 4,167 4,166 0 --
& Jeanette B.
Schrieber TTEES
National Securities 4,167 4,166 0 --
Corporation Custodian
for George E.
Mohler IRA
Sarah Draper 4,167 4,166 0 --
Gregory C. Lowney 4,167 4,166 0 --
</TABLE>
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<PAGE> 15
<TABLE>
<CAPTION>
NO. OF SHARES
INCLUDED IN THE
NO. OF SHARES NO. OF SHARES OF NO. OF SHARES PERCENTAGE OF
BENEFICIALLY OWNED COMMON STOCK OF COMMON STOCK COMMON STOCK
SELLING PRIOR INCLUDED IN THE HELD AFTER HELD AFTER
SHAREHOLDERS TO THE OFFERING OFFERING THE OFFERING THE OFFERING
<S> <C> <C> <C> <C>
& Mary Anne K.
Snyder
Brian R. Meyers & 4,167 4,166 0 --
Helen Meyers
Andrew Willner 8,333 8,333 0 --
TTEE
Orthopedic Consultants 12,500 12,499 0 --
of Washington
Arnold S. Reich &
Anita Reich 4,167 4,166 0 --
National Securities 4,167 4,166 0 --
Corporation Custodian
for William A.
Schwartz IRA
Rollover
Tilikum Place 8,333 8,333 0 --
Printers
Gregory P. Kusnick & 4,167 4,166 0 --
Karen J. Gustafson
National Securities 4,167 4,166 0 --
Corp. Custodian for
Lee Levin Holm
IRA
Edward Epstein 8,333 8,333 0 --
DDS PS
B'nal Bristh 4,167 4,166 0 --
Foundation of the
United States
National Securities
Corporation(2) 34,050 34,050 0 --
Steven Rothstein(2) 81,325 81,325 0 --
L. H. Friend, Weinress,
Frankson & Presson, Inc.(2) 25,000 25,000 0 --
Samuel M. Chase(2) 10,625 10,625 0 --
--------- --------- ------ ----
Total: 1,558,162 1,461,499 96,633 3.0%
========= ========= ====== ====
</TABLE>
* Beneficial ownership of less than 1% of the class.
(1) Neither Heartland Value Plus Fund, nor any of its affiliates (except for
Heartland Small Cap Contrarian Fund as discussed below), has held any
position or had any other material relationship with the Company within
the past three years. Heartland Value Plus Fund is a series of Heartland
Group, Inc., a registered investment company. Heartland Small Cap
Contrarian Fund, another series of Heartland Group that is managed by the
same investment adviser as Heartland Value Plus Fund, held 156,400 shares
of the Company's common stock at November 30, 1997. The Heartland Small
Cap Contrarian Fund may purchase additional shares or dispose of any or all
of its shares in the Company from time to time in the open market, in
privately negotiated transactions
-15-
<PAGE> 16
or otherwise.
(2) National Securities Corporation acted as managing underwriter in
connection with the Company's initial public offering of Common Stock
on March 4, 1997 and as placement agent in connection with the private
placement of the Company's Preferred Stock in October of 1997. L. H.
Friend, Weinress, Franken & Presson, Inc. is a wholly-owned subsidiary of
National Securities Corporation, Mr. Rothstein is Chairman of the Board
of National and Mr. Chase is an officer of National. The named
individuals performed services in connection with either the initial
public offering or Preferred Stock placement. The Common Stock
indicated will be owned by the indicated person and upon the exercise of
the Warrants and payment of the exercise price.
PLAN OF DISTRIBUTION
The sale of all or a portion of the Common Stock by the Selling
Shareholders (or by persons who may receive any of the Common Stock as donor,
pledges or otherwise by transfer in a private transaction) may be effected,
from time to time, in private transactions or on the AMEX at prices related to
the prevailing prices of the Common Stock at the time of the sale, or at
negotiated prices as each Selling Shareholder shall determine in its sole
discretion from time to time. The Selling Shareholders may effect such
transactions by selling to or through one or more broker-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commission from the Selling Shareholders. The Selling
Shareholders and any broker-dealers that participate in the distribution of the
Shares may, under certain circumstances be deemed to be underwriters" within
the meaning of the Securities Act, and any commissions received by such
broker-dealers and any profits realized on the resale of Shares by them may be
deemed to be underwriting discounts and commissions under the Securities Act.
The Company and the Selling Shareholders may agree to indemnify such
broker-dealers against certain liabilities, including liabilities under the
Securities Act. In addition, the Company has agreed to indemnify the Selling
Shareholders, with respect to the Shares offered hereby, against certain
liabilities, including certain liabilities under the Securities Act.
To the extent required under the Securities Act, a supplemental prospectus
will be filed, disclosing (a) the name of any such broker-dealers, (b) the
number of Shares involved, (c) the price at which such Shares are to be sold,
(d) the commissions paid or discounts or concessions allowed to such
broker-dealers, where applicable, (e) that such broker-dealers did not conduct
any investigation to verify the information set out in this Prospectus, as
supplemented, and (f) other facts material to the transaction.
There is no assurance that any of the Selling Shareholders will sell any
of the shares.
The Company has agreed to pay all costs and expenses incurred in
connection with the registration of the Common Stock offered hereby, except
that the Selling Shareholders shall be responsible for all selling
commissions, transfer taxes and related charges in connection with the offer
and sale of such securities and the fees of the Selling Shareholders' counsel.
-16-
<PAGE> 17
The Company has agreed to use its best efforts to keep the Registration
Statement relating to this offering and sale continuously effective until the
earlier of sale of all the Common Stock offered by the Selling Shareholders or
October 24, 1999.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Dickinson Wright PLLC, 200 Ottawa Avenue, N.W., Suite 900, Grand
Rapids, Michigan 49503.
EXPERTS
The consolidated financial statements and the related financial
statement schedules incorporated by reference from the Company's Annual Report
on Form 10-K for the year ended August 31, 1997 have been audited by Plante &
Moran L.L.P, independent auditors, as stated in their reports which are
incorporated herein by reference and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in auditing and
accounting.
-17-
<PAGE> 18
TABLE OF CONTENTS
PAGE
Available Information ................................................. 5
Incorporation of Certain Documents By Reference ....................... 5
The Company ........................................................... 7
Risk Factors .......................................................... 8
Cautionary Statements for Purposes of the "Safe
Harbor" Provisions of the Private Securities
Litigation Reform Act of 1995 ........................................ 11
Use of Proceeds ....................................................... 11
Dividend Policy ....................................................... 12
Determination of Offering Price ....................................... 12
Selling Shareholders .................................................. 12
Plan of Distribution .................................................. 16
Legal Matters ......................................................... 17
Experts ............................................................... 17
-18-
<PAGE> 19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a list of the estimated expenses to incurred in
connection with the issuance and distribution of the shares of Common Stock
being registered hereby, other than underwriting discounts and commissions, all
of which will be borne by the Registrant.
Item
----
Securities and Exchange Commission
Registration Fee.......................................... $ 5,685
Printing Expenses......................................... $ 2,985
Accounting Fees and Expenses.............................. $ 2,585
Legal Fees and Expenses................................... $ 8,625
Miscellaneous Expenses.................................... $ 2,500
-------
TOTAL....................... $22,380
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
See Item 14 of Registrant's Registration Statement on Form S-1 and
Amendments thereto.
ITEM 16. EXHIBITS.
EXHIBITS DESCRIPTION OF DOCUMENT
3(a) Amended and Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3(a) to Registrant's Form 10-K
filed November, 1977).
3(b) Bylaws of the Registrant (incorporated by reference to Exhibit 3(b)
of the Registrant's Amendment No. 1 to Form S-1, Registration
No. 333-14187, filed January 8, 1997).
4(a) Specimen Common Stock of Registrant (incorporated by reference to
Exhibit 4(a) of the Registrant's Form S-1, Registration No. 333-14187,
filed October 15, 1996.
4(b) Representative's Warrant Agreement (incorporated by reference to
Exhibit 4(b) of the Registrant's Post-effective Amendment No. 1 to
Form S-1, Registration No. 333-14187, filed March 14, 1997).
II-1
<PAGE> 20
4(c) Consulting Agreement and Plan of Compensation dated March 4, 1997
between the Registrant and John T. Moran (incorporated by reference to
Exhibit 4(c) of the Registrant's Form S-8, Registration No. 333-29249,
filed June 13, 1997).
4(d) Form of Warrant Agreement (including form of Warrant) (incorporated by
reference to Exhibit 4(d) of the Registrant's Form S-8, Registration
No. 333-29249, filed June 13, 1997).
4(e) Form of 8% Cumulative Convertible Preferred Stock of Registrant:*
(i) Convertible at $6.00 per share
(ii) Convertible at $6.7375 per share.
5 Opinion and consent of Dickinson Wright PLLC 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 (incorporated by
reference to Exhibit 9 of the Registrant's Amendment No. 1 to Form S-1,
Registration No. 333-14187, filed January 8, 1997).
10(a) 1996 Incentive Stock Option Plan of Registrant (incorporated by
reference to Exhibit 10(a) of Registrant's Form 10-K filed
November 1997).
10(b) Employment Agreement of Kenneth K. Rieth (incorporated by reference to
Exhibit 10(b) of the Registrant's Amendment No. 1 to Form S-1,
Registration No. 333-14187, filed January 8, 1997).
10(c) Promissory Note dated March 31, 1994 between Registrant and Heller
Financial, Inc. covering various manufacturing machinery and equipment
(incorporated by reference to Exhibit 10(c) of the Registrant's
Form S-1, Registration No. 333-14187, filed October 15, 1996).
10(d) Promissory Note dated April 1, 1994 between Registrant and Banc One
Equipment Finance, Inc. covering various manufacturing machinery and
equipment (incorporated by reference to Exhibit 10(d) of the
Registrant's Form S-1, Registration No. 333-14187, filed October 15,
1996).
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 (incorporated by
reference to Exhibit 10(e) of the Registrant's Form S-1, Registration
No. 333-14187, filed October 15, 1996).
10(g) NBD Bank Credit Agreement (incorporated by reference to Exhibit 10(g)
of the Registrant's Amendment No. 2 to Form S-1, Registration No.
333-14187, filed February 24, 1997).
10(h) Assignment of Stock Options between Riviera Holding Company and
Registrant (incorporated by reference to Exhibit 10(h) of the
Registrant's Amendment No. 2 to Form S-1, Registration No. 333-14187,
filed February 24, 1997).
10(i) Loan Agreement, Revolving Loan Note, Term Note and Security Agreement
between Registrant and LaSalle National Bank dated March 7, 1997
(incorporated by reference to Exhibit 10(i) of the Registrant's Form
10-Q, filed April 17, 1997).
10(j) Assignment of Life Insurance Policy to NBD Bank dated March 3, 1997
(incorporated by reference to Exhibit 10(j)) of the Registrant's
Form 10-Q, filed April 17, 1997).
10(k) Assignment of Claim to NBD Bank dated March 3, 1997 (incorporated by
reference to Exhibit 10(k) of the Registrant's Form 10-Q, filed
April 17, 1997).
10(l) Loan Agreement, Revolving Line of Credit Loan Note, Existing Equipment
Term Loan Note, Non-Revolving Equipment Line of Credit Loan Note,
Security Agreement and Assignment of Life Insurance
II-2
<PAGE> 21
Policy as Collateral between Registrant and Old Kent Bank dated
June 12, 1997 (incorporated by reference to Exhibit 10(l) of the
Registrant's Form 10-K, filed November 26, 1997).
21 Subsidiaries - None
23(a) Consent of Plante & Moran LLP.
23(b) Consent of Dickinson Wright PLLC (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)*
27 Financial Data Schedule.*
* Previously filed
ITEM 17. UNDERTAKINGS.
A. The 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 1993;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement; provided,
however, that clauses A(l)(i) and A(l)(ii) do not apply if
the registration statement is on Form S-3, Form S-8, or
Form F-3 and the information required to be included in a
post-effective amendment by those clauses is contained in
periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration
11-3
<PAGE> 22
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. 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 the
registration statement 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.
C. 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.
D. The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
II-4
<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement, or amendments thereto,
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Grand Rapids, State of Michigan on the 23rd day of
April, 1998.
RIVIERA TOOL COMPANY
By: /s/ Kenneth K. Rieth
-------------------------------
Kenneth K. Rieth, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement, or amendments thereto, has been signed by the following
persons in the capacities indicated on the 23rd day of April 1998.
Signature Title
--------- -----
/s/ Kennith K. Rieth
- ---------------------------
Kenneth K. Rieth President (Principal Executive
Officer) and Director
/s/ Peter C. Canepa
- ---------------------------
Peter C. Canepa Secretary, Treasurer, Chief
Financial Officer Principal
Accounting Officer
/S/ Thomas H. Highley*
- ---------------------------
Thomas H. Highley Director
/S/ Leonard C. Wood*
- ---------------------------
Leonard C. Wood Director
/S/ John C. Kennedy*
- ---------------------------
John C. Kennedy Director
<PAGE> 24
*The undersigned, by signing his name hereto, does hereby sign this
Post-Effective Amendment No. 1 to the Registration Statement on behalf of each
such director pursuant to a power of attorney, manually signed, copies of which
have previously been filed with the Securities and Exchange Commission.
By: /s/ Petert C. Canepa
-----------------------------
Peter C. Canepa
<PAGE> 25
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
23(a) Consent of Independent Auditors Authorization
<PAGE> 1
[PLANTE & MORAN, LLP LETTERHEAD]
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
Riviera Tool Company:
We consent to the incorporation by reference in this Registration Statement of
Riviera Tool Company on Form S-3 of our report dated October 17, 1997 on the
financial statements of Riviera Tool Company, appearing in the Annual Report of
Form 10-K of Riviera Tool Company for the year ended August 31, 1997 and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
Plante & Moran, LLP
Grand Rapids, Michigan
April 22, 1998
