AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 2, 1999
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
STREICHER MOBILE FUELING, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
--------------
<TABLE>
<CAPTION>
<S> <C> <C>
FLORIDA 5172 65-0707824
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
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2720 N.W. 55TH COURT
FORT LAUDERDALE, FLORIDA 33309
(954) 739-3880
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
--------------
STANLEY H. STREICHER
CHIEF EXECUTIVE OFFICER
STREICHER MOBILE FUELING, INC.
2720 N.W. 55TH COURT
FORT LAUDERDALE, FLORIDA 33309
(954) 739-3880
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-------------------
COPIES OF COMMUNICATIONS TO:
KENNETH C. HOFFMAN, ESQ.
GREENBERG TRAURIG, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
PHONE: (305) 579-0500
FAX: (305) 579-0717
--------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, 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.[ ]
-----------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
TITLE OF SHARES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED TO BE REGISTERED AGGREGATE PRICE AGGREGATE OFFERING REGISTRATION FEE
PER UNIT (1) PRICE (1)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 1,350,000 shares (2) $6.90 - 9.30 $9,795,000 $2,723.01
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(g) of the Securities Act on the basis of the
exercise prices of the warrants and options pursuant to which the shares
being registered are to be issued.
(2) Such number represents the number of shares of common stock that are
currently issuable upon exercise of the redeemable warrants; pursuant to
Rule 416 under the Securities Act, the Registrant is also registering such
indeterminate number of shares of common stock as may be issued from time
to time upon exercise of the warrants or underwriter's option as a result
of antidilution provisions of these securities. Pursuant to Rule 457(i), no
registration fee is required for these shares.
---------------
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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
SUBJECT TO COMPLETION, DATED AUGUST 2, 1999
STREICHER MOBILE FUELING, INC.
1,350,000 SHARES OF COMMON STOCK
-------------------------
We issued 1,150,000 warrants in our initial public offering in December
1996. We also granted to the underwriter of our initial public offering an
option to purchase 100,000 shares of common stock and 100,000 warrants. This
prospectus covers the common stock issuable upon exercise of the warrants and
the underwriter's option (including the underlying warrants).
The warrants are exercisable until 5:00 p.m., New York time, on
December 11, 2001 at an exercise price of $6.90 per share of common stock,
subject to adjustment in certain events. The underwriter's option is exercisable
until 5:00 p.m., New York time, on December 11, 2001 at an exercise price of
$9.30 per share of common stock and $.19375 per warrant, subject to adjustment
in certain events. The exercise price of the underwriter's warrants is $9.30 per
share of common stock.
We may redeem the warrants, at a redemption price of $0.01 per warrant,
if the average closing bid price of our common stock equals or exceeds $10.50
per share for twenty consecutive trading days.
For more information concerning the terms of the warrants, see
"Description of the Warrants and Underwriter's Option" on page 8.
Our common stock is quoted on the Nasdaq SmallCap Market under the
symbol "FUEL," and the warrants are quoted on the Nasdaq SmallCap Market under
the symbol "FUELW." On July 28, 1999, the closing price of our common stock was
$8.25 per share and the closing price of the warrants was $2.50 per warrant.
-------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DESCRIPTION OF CERTAIN
MATTERS THAT YOU SHOULD CONSIDER BEFORE INVESTING IN THE COMMON STOCK.
-------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------------------
The date of this Prospectus is ,1999
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission. This prospectus provides you with a general
description of our warrants and the common stock issuable upon exercise of the
warrants. You should read this prospectus together with the additional
information described under the heading "Where You Can Find More Information."
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains or incorporates by reference statements about our
future that are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. This act provides a "safe harbor" for
forward-looking statements to encourage companies to provide prospective
information about themselves so long as they identify these statements as
forward-looking and provide meaningful cautionary statements identifying
important factors that could cause actual results to differ from the projected
results. All statements other than statements of historical fact we make in this
prospectus or any other document incorporated by reference are forward-looking.
In some cases, you can identify these forward-looking statements by terminology
such as "believes," "expects," "may," "will," "should," "seeks,"
"approximately," "intends," "plans," "estimates," or "anticipates" or the
negative of those words or other comparable terminology. In evaluating these
statements, you should specifically consider various factors, including the
risks outlined under the caption "Risk Factors" in this prospectus. You should
pay particular attention to the cautionary statements involving our history of
losses, our capital requirements, our expansion and acquisition strategies,
competition and government regulation. These factors and the others set forth
under "Risk Factors" may cause our actual results to differ materially and
adversely from any forward-looking statement.
-------------------------
TABLE OF CONTENTS
PAGE
----
About This Prospectus..........................................................2
Special Note Regarding Forward-Looking Statements..............................2
Prospectus Summary.............................................................3
Risk Factors...................................................................4
Use of Proceeds................................................................7
Plan of Distribution...........................................................7
Description of The Warrants and Underwriter's Option...........................8
Legal Matters..................................................................9
Experts........................................................................9
Where You Can Find More Information............................................9
-------------------------
2
<PAGE>
PROSPECTUS SUMMARY
Because this is a summary, it may not contain all information that may be
important to you. You should read this entire prospectus, including the
information incorporated by reference, before making an investment decision.
When used in this prospectus, the terms "we," "our" and "us" refer to Streicher
Mobile Fueling, Inc.
STREICHER MOBILE FUELING, INC.
We provide mobile fueling services, primarily to customers which operate
large fleets of vehicles (such as governmental agencies, utilities, major
trucking lines, hauling and delivery services and national courier services).
Our custom fuel trucks deliver fuel on a regularly scheduled or as needed basis
directly to vehicles at customer locations, assuring our customers a dependable
supply of fuel at competitive rates. We utilize our proprietary electronic fuel
management system to measure, record and track fuel dispensed to each vehicle
fueled at a customer location. This allows us to verify the amount of fuel
delivered and provides our customers with customized fleet fuel data for
management analysis and tax reporting. Additionally, our fuel management system
reduces the risk of employee theft by dispensing fuel only to authorized
vehicles.
We believe that mobile fueling provides several economic and other
advantages to our customers, including:
o eliminating the costs and potential environmental liabilities
associated with equipping and maintaining fuel storage and dispensing
facilities,
o reducing labor and administrative costs associated with fueling
vehicles, and
o providing centralized control over fuel inventories and usage.
We presently operate seven Florida locations and from locations in Los
Angeles and San Jose, California, Atlanta, Georgia; Chattanooga and Kingsport,
Tennessee, Dallas/Fort Worth, Houston and San Antonio, Texas, and Kenner,
Louisiana. During April 1999, we operated a fleet of 80 custom fuel trucks and
were delivering fuel at a rate of over 4.8 million gallons per month.
THE OFFERING
Securities Offered........................ 1,350,000 shares of common
stock, consisting of:
o 1,150,000 shares of
common stock issuable
upon exercise of our
outstanding warrants,
o 100,000 shares of
common stock issuable
upon exercise of an
option granted to the
underwriter of our
initial public
offering, and
o 100,000 shares of
common stock underlying
the warrants issuable
upon exercise of the
underwriter's option.
Offering Price Per Share.................. The price per share of the
common stock offered hereby
is:
o $6.90 for the common
stock issuable upon
exercise of our
outstanding warrants,
and
o $9.30 for the common
stock issuable upon
exercise of the
underwriter's option,
including the shares
issuable upon exercise
of the underlying
warrants.
Use of Proceeds........................... We will use the net proceeds
of this offering, if any,
for general corporate
purposes, including working
capital.
Trading................................... Our common stock is quoted
on the Nasdaq SmallCap
Market under the symbol
"FUEL." The warrants are
quoted on the Nasdaq
SmallCap Market under the
symbol "FUELW."
3
<PAGE>
RISK FACTORS
You should carefully consider the following factors and other information
included or incorporated by reference in this prospectus before investing in the
common stock.
WE HAVE AN ACCUMULATED DEFICIT AND MAY INCUR FURTHER LOSSES
We have incurred significant losses during the past several years. We
incurred net losses of $1.1 million during fiscal 1999, $475,000 during fiscal
1998 and $429,000 during fiscal 1997. As of April 30, 1999, we had an
accumulated deficit of $1.6 million. We cannot assure you that we will not
continue to incur losses in the future.
OUR BUSINESS REQUIRES SUBSTANTIAL AMOUNTS OF CAPITAL
Our business is capital intensive and we will continue to require
substantial capital in order to operate and expand. Our primary long-term and
working capital requirements have been to fund capital expenditures for custom
fuel trucks and related equipment and working capital for the financing of
customer accounts receivable. Historically, we have depended primarily on debt
financing for our purchases of custom fuel trucks. We expect our debt to
increase in the future as we borrow additional funds to acquire new vehicles,
for acquisitions, working capital or other corporate purposes. If we are unable
to obtain sufficient additional capital in the future, we may have to limit our
growth.
WE MAY NOT BE ABLE TO SUCCESSFULLY EXPAND OUR BUSINESS
A significant element of our growth strategy is to expand our business
into additional major metropolitan areas. We also seek to increase the amount of
business in markets we currently serve.
Our ability to expand our business will depend, among other things, on
whether we can:
o demonstrate the benefits of mobile fueling to potential new
customers;
o successfully establish and operate new locations;
o hire and retain qualified management; marketing and other personnel;
o obtain adequate financing for vehicle purchases and working capital
purposes;
o secure adequate sources of supply on a timely basis and on
commercially reasonable terms; and
o successfully manage our growth.
We cannot assure you that we will be able to successfully enter new
markets or expand our business in markets we currently serve.
OUR ACQUISITION STRATEGY HAS CERTAIN RISKS
Our acquisition strategy is subject to the following risks:
o we may not be able to identify additional suitable acquisition
candidates available for sale at reasonable prices,
o acquisitions may cause a disruption in our ongoing business, distract
our management and other resources and make it difficult to maintain
our standards, controls and procedures,
o we may not be able to consummate any acquisition or successfully
integrate the services and personnel of any acquisition into our
operations,
o we may acquire companies in markets in which we have little
experience, and
4
<PAGE>
o we may be required to incur debt or issue equity securities, which
may be dilutive to existing shareholders, to pay for acquisitions.
WE COULD LOSE ONE OF OUR MAJOR CUSTOMERS
Revenue from our three largest customers totaled approximately $10.8
million in fiscal 1999, $13.8 million in fiscal 1998 and $12.6 million in fiscal
1997. Our business would be adversely affected if we lost one or more of these
customers.
WE DO NOT HAVE WRITTEN AGREEMENTS WITH MOST OF OUR CUSTOMERS
We do not have written agreements with most of our customers. Therefore,
these customers can terminate our mobile fueling services at any time and for
any reason. Our business would be adversely affected if we lost one or more of
our major customers or if we experience a high rate of contract terminations.
WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY
We compete for customers with other distributors of fuel, including
several regional distributors and numerous small independent operators. Based on
our review of publicly available documents, we believe some of our existing
competitors have significantly greater financial or marketing resources, than we
do. We also compete for customers whose drivers fuel their own vehicles at
retail gas stations. We also could encounter competition from companies which
distribute fuel and other similar oil products, some of which are larger, more
established and have greater financial, marketing and other resources than we
do. In addition, some of our customers are capable of providing the same
services to their vehicles directly.
Our ability to compete depends on many factors, some of which are outside
of our control. These factors include including price, reliability, credit
terms, name recognition, delivery time and service and support. We cannot assure
you that we will remain competitive.
OUR INSURANCE MAY NOT BE ADEQUATE
Our operations involve hazards and risks incidental to handling, storing
and transporting gasoline and diesel fuel, which are classified as hazardous
materials. Although we believe that our current insurance coverage is adequate,
we cannot assure you that our coverage will be sufficient to protect us from
liabilities and expenses that may arise from claims for personal and property
damage arising in the ordinary course of our business. We also cannot assure you
that we will be able to maintain our current levels of insurance or that we will
be able to insure our operations at economical prices.
OUR BUSINESS IS SUBJECT TO NUMEROUS GOVERNMENT REGULATIONS
Our business is subject to numerous federal, state and local laws. We
cannot determine the extent to which our future operations and earnings may be
affected by new legislation, new regulations or changes in existing regulations.
The technical requirements of these laws and regulations are becoming
increasingly expensive, complex and stringent. These laws may impose penalties
or sanctions for damages to natural resources or threats to public health and
safety. Such laws and regulations may also expose us to liability for the
conduct of or conditions caused by others, or for our own acts, even if they
were in compliance with all applicable laws at the time such acts were
performed. Sanctions for noncompliance may include revocation of our permits,
corrective action orders, administrative or civil penalties and criminal
prosecution. Certain environmental laws provide for joint and several liability
for remediation of spills and releases of hazardous substances. In addition, we
may be subject to claims alleging personal injury or property damage as a result
of alleged exposure to hazardous substances, as well as damage to natural
resources.
The transportation of gasoline and diesel fuel is subject to regulation by
various federal, state and local agencies, including the DOT. These regulatory
authorities have broad powers, and we are subject to regulatory and legislative
changes that can affect the economics of our industry by requiring changes in
operating practices or influencing the demand for, and the cost of providing,
our services. Among other things, our drivers must possess a
5
<PAGE>
commercial drivers license with a hazardous materials endorsement. We are also
subject to the rules and regulations of the Hazardous Materials Transportation
Act. For example, our drivers and their equipment must comply with DOT's
pre-trip inspection rules, documentation requirements and limitations on the
amount of fuel transported as well as driver time limitations. Additionally, we
are subject to DOT inspections which occur at random intervals. If we are found
to have material violated DOT rules or the Hazardous Materials Transportation
Act, we could be subject to citations and/or fines.
We depend on the supply of gasoline and diesel fuel from the oil and gas
industry. Therefore, we are affected by changing taxes, price controls and other
laws and regulations relating to the oil and gas industry generally.
Although we believe that we are in substantial compliance with existing
laws and regulations, we cannot assure you that we will not incur substantial
costs for compliance with such laws and regulations in the future. Moreover, it
is possible that future laws and regulations, such as stricter environmental
laws, regulations and enforcement policies, will result in us incurring
additional, presently unquantifiable, costs or liabilities.
CHANGES IN ENVIRONMENTAL REQUIREMENTS MAY REDUCE THE MARKET FOR OUR SERVICES
We expect to derive a significant amount of our future business by
converting to mobile fueling customers fleet operators that currently utilize
underground fuel storage tanks for their fueling needs. Under current federal
regulations, the owners of such underground storage tanks were required, by
December 1998, to remove or retrofit such tanks to comply with technical
requirements pertaining to their construction and operation. If the date for
compliance with such regulations is extended, or if other, more economical
means, of compliance are developed or adopted by owners of underground storage
tanks, our opportunity to market our services to such persons may be adversely
affected.
THE PRICE OF OUR COMMON STOCK MAY FLUCTUATE SIGNIFICANTLY
The trading price of the our common stock fluctuates significantly. For
example, during the 52-week period ended June 30, 1999, the reported closing
price of our common stock on the Nasdaq SmallCap Market was as high as $7.00 and
as low as $1.75. The trading prices of our common stock may fluctuate in
response to a number of events and factors, such as:
o quarterly variations in our operating results,
o the introduction of new services by us or our competitors,
o changes in financial estimates or recommendations by securities
analysts, and
o the operating and stock price performance of other companies.
6
<PAGE>
USE OF PROCEEDS
We estimate that the proceeds to us from this offering will be
approximately $9.8 million. This assumes that all of our outstanding warrants
are exercised, the underwriter's option is exercised and the warrants underlying
the underwriter's option are exercised. We estimate that our expenses in
connection with this offering will be approximately $15,000.
We will use the net proceeds of this offering, if any, for general
corporate purposes, including working capital.
PLAN OF DISTRIBUTION
This offering is being made by Streicher Mobile Fueling and is not
underwritten. We will issue the shares of common stock offered pursuant to this
prospectus from time to time, if and when our outstanding warrants or the
underwriter's option are properly exercised.
In connection with our initial public offering we agreed to pay Argent
Securities, Inc. a warrant solicitation fee equal to 5% of the exercise price of
the warrants exercised. We will pay this warrant solicitation fee if all of the
following conditions are met:
o the market price of our common stock on the date that any warrant is
exercised is greater than the exercise price of the warrant;
o the exercise of such warrant was solicited by Argent Securities;
o if the warrant was held in a discretionary account, Argent Securities
received prior specific written approval for exercise from its
customer;
o Argent Securities disclosed this compensation to the warrant holder
prior to or upon the exercise of the warrant;
o Argent Securities' solicitation of the exercise is not in violation
of the Exchange Act;
o Argent Securities provided bona fide services in exchange for the
warrant solicitation fee; and
o Argent Securities has been specifically designated in writing by the
holder of the warrants as the broker.
We are not required to pay the warrant solicitation fee if to do so would
be inconsistent with the guidelines of the NASD and the rules and regulations of
the SEC.
7
<PAGE>
DESCRIPTION OF THE WARRANTS AND UNDERWRITER'S OPTION
WARRANTS
The warrants were issued under a warrant agreement dated as of November
29, 1996, between us and American Stock Transfer & Trust Company, as warrant
agent. The following summarizes some, but not all, of the provisions of the
warrants. You should refer to the warrant agreement for the definitive terms and
conditions of the warrants. The warrant agreement has been incorporated by
reference as an exhibit to the registration statement of which this prospectus
is a part.
Each warrant entitles the holder to purchase one share of common stock at
a price of $6.90 per share. The warrants expire at 5:00 p.m., New York time, on
December 11, 2001.
The number of shares of common stock that may be purchased upon exercise
of the warrants will be adjusted if we make a dividend distribution our
stockholders or subdivide, combine or reclassify our outstanding shares of
common stock. In addition, the exercise price of the warrants will be adjusted
if we issue additional common stock or rights to acquire common stock at a price
per share than is less than the current market price per share of common stock.
For this purpose, the term "current market price" means the average of the daily
closing prices for the twenty consecutive trading days ending three days prior
to the issuance or record date. However, the exercise price of the warrants will
not be adjusted if we issue options under our stock option plans, or if we issue
common stock upon exercise of these options, the underwriter's options (or the
warrants issuable to the underwriter when it exercises this option) or any other
options or warrants that were outstanding as of December 11, 1996. The exercise
price of the warrants will also be adjusted if we consolidate or merge and make
a distribution to our stockholders of our assets or evidences of indebtedness
(other than cash or stock dividends).
We may redeem the warrants, at a redemption price of $0.01 per warrant, at
any time upon thirty days' prior written notice, if the average closing bid
price of our common stock equals or exceeds $10.50 per share for twenty
consecutive trading days.
We may at any time extend the exercise period of the warrants. If we do
so, we will give written notice of the extension to the warrant holders prior to
the expiration date in effect at the time of the extension. Also, we may reduce
the exercise price of the warrants for limited periods or through the end of the
exercise period if our Board of Directors deems it appropriate. We do not
presently contemplate any extension of the exercise period or a reduction in the
exercise price of the warrants.
UNDERWRITER'S OPTION
In connection with our initial public offering we sold Argent Securities,
Inc., the underwriter, an option to purchase up to 100,000 shares of common
stock and warrants, at an exercise price of $9.30 per share of common stock and
$.19375 per warrant. The exercise price of the warrants underlying the
underwriter's option is $9.30 per share of common stock. The underwriter's
option expires at 5:00 p.m., New York time, on December 11, 2001. The exercise
price of the warrants subject to the underwriter's option and the number of
shares of common stock covered by these warrants, are subject to adjustment on
the similar terms as our other outstanding warrants.
8
<PAGE>
LEGAL MATTERS
Greenberg Traurig, P.A., Miami, Florida will provide us with an opinion as
to legal matters in connection with the common stock offered by this prospectus.
EXPERTS
The consolidated balance sheet of Streicher Mobile Fueling, Inc. as of
January 31, 1999, and the related consolidated statements of operations,
shareholders' equity and cash flows for the year ended January 31, 1999
incorporated herein by reference have been audited by KPMG LLP, independent
certified public accountants, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in giving said report.
The consolidated balance sheet of Streicher Mobile Fueling, Inc. as of
January 31, 1998, and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the two years in the period
ended January 31, 1998 incorporated herein by reference have been audited by
Arthur Andersen LLP, independent certified public accountants, and are
incorporated herein by reference in reliance upon the authority of said firm as
experts in giving said report.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any documents we file at the Securities and Exchange Commission's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the Securities and Exchange Commission at 1-800-SEC-0330 for information on the
operation of the Public Reference Room. Our SEC filings are also available to
the public from the SEC's Website at "http://www.sec.gov."
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and information we later file with the Securities and Exchange
Commission will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the Securities and Exchange Commission under Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act until this offering is completed:
1. Our Annual Report on Form 10-K for the fiscal year ended January 31,
1999,
2. Our Quarterly Report on Form 10-Q for the fiscal quarter ended April
30, 1999,
3. Our Proxy Statement for our 1999 Annual Meeting filed on July 2,
1999, and
4. The description of our Common Stock contained in the Registration
Statement on Form 8-A filed on December 5, 1996, under Section 12(g) of
the Exchange Act.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Streicher Mobile Fueling, Inc.
2720 N.W. 55th Court
Fort Lauderdale, Florida 33309
Attention: Secretary
(954) 738-3880
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. This prospectus is not an
offer of our common stock in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
9
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Company estimates that expenses payable by it in connection with the
offering described in this registration statement (other than underwriting
discounts and commissions) will be as follows:
Securities and Exchange Commission registration fee....... $ 2,723
Printing expenses......................................... 3,500
Accounting fees and expenses.............................. 2,000
Legal fees and expenses................................... 5,000
Miscellaneous............................................. 1,777
--------
Total................................................ $ 15,000
========
The Company will pay all expenses of registration of the common stock
being offered under this registration statement.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company has authority under Section 607.0850 of the Florida Business
Corporation Act to indemnify its directors and officers to the extent provided
for in such statute. The Company's Amended and Restated Articles of
Incorporation provide that the Company shall indemnify and may insure its
officers and directors to the fullest extent permitted by law. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed 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.
At present, there is no pending litigation or proceeding involving a
director or officer of the Company as to which indemnification is being sought,
nor is the Company aware of any threatened litigation that may result in claims
for indemnification by any officer or director.
ITEM 16. EXHIBITS
EXHIBIT DESCRIPTION
- ------- -----------
3.1 Amended and Restated Articles of Incorporation (3.1) (1)
3.2 Bylaws (3.2) (1)
4.1 Form of Underwriters' Option Purchase Agreement (4.3) (1)
4.2 Form of Warrant Agreement between the Company and
American Stock Transfer & Trust Company (4.4)(1)
5.1 Opinion of Greenberg Traurig, P.A., counsel to the Company (2)
23.1 Consent of KPMG LLP (2)
23.2 Consent of Arthur Andersen LLP (2)
23.3 Consent of Greenberg Traurig, P.A. (contained in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
- ------------------
(1) Incorporated by reference to an exhibit shown in the preceding
parentheses and filed with the Company's Registration Statement on Form
SB-2 (Registration No. 333-14501).
(2) Filed herewith.
II-1
<PAGE>
ITEM 17. UNDERTAKINGS
(a) 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)To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high 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 a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(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.
(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 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 a 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
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered thereby, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
(c) 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.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Lauderdale, State of Florida, on July 30, 1999.
STREICHER MOBILE FUELING, INC.
By: /s/ STANLEY H. STREICHER
-------------------------------------------
Stanley H. Streicher, Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Stanley H. Streicher and Walter B. Barrett
his true and lawful attorneys-in-fact, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments, including any
post-effective amendments, to this registration statement, or any registration
statement relating to this offering to be effective upon filing pursuant to Rule
462(b) under the Securities Act of 1933, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorneys-in-fact or their substitutes, each acting alone, may lawfully do or
cause to be done by virtue hereof.
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 date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ STANLEY H. STREICHER Chairman of the Board and Chief Executive July 30, 1999
- ---------------------------------------- Officer (principal executive officer)
Stanley H. Streicher
Vice President, Finance and Chief Financial July 30, 1999
/s/ WALTER B. BARRETT Officer (principal financial and accounting
- ---------------------------------------- officer)
Walter B. Barrett
/s/ E. SCOTT GOLDEN Director July 30, 1999
- ----------------------------------------
E. Scott Golden
/s/ JOSEPH M. MURPHY Director July 30, 1999
- ----------------------------------------
Joseph M. Murphy
/s/ JOHN H. O'NEIL, JR. Director July 30, 1999
- ----------------------------------------
John H. O'Neil, Jr.
/s/ C. RODNEY O'CONNOR Director July 30, 1999
- ----------------------------------------
C. Rodney O'Connor
</TABLE>
II-3
<PAGE>
EXHIBITS INDEX
EXHIBITS DESCRIPTION
- -------- -----------
5.1 Opinion of Greenberg Traurig, P.A.,
Counsel to the Company
23.1 Conset of KPMG LLP
23.2 Conset of Arthur Andersen LLP
EXHIBIT 5.1
July 30, 1999
Streicher Mobile Fueling, Inc.
2720 NW 55th Court
Fort Lauderdale, Florida 33309
Ladies and Gentlemen:
We have acted as counsel to Streicher Mobile Fueling, Inc., a Florida
corporation (the "Company"), and have reviewed the Company's Registration
Statement on Form S-3 covering (1) 1,150,000 shares of the Company's authorized
but unissued common stock, $.01 par value (the "Common Stock"), issuable
pursuant to the Company's outstanding redeemable warrants (the "Warrants"), and
(2) 200,000 shares of Common Stock issuable upon exercise of the underwriter's
option (the "Option") described in the registration statement (including shares
issuable upon exercise of the underlying warrants). It is our opinion that the
shares of Common Stock issuable under the Warrants and the Option, when issued
upon exercise of and in accordance with the respective terms thereof, will be
validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion in the above referenced
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
GREENBERG TRAURIG, P.A.
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Streicher Mobile Fueling, Inc.
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of our report dated April 7, 1999 (except as to the second paragraph of
note 4, which is April 28, 1999), relating to the consolidated balance sheet as
of January 31, 1999 and the related consolidated statements of operations,
shareholders' equity and cash flows for the year ended January 31, 1999, which
report appears in the January 31, 1999 annual report on Form 10-K of Streicher
Mobile Fueling, Inc.
KPMG LLP
Fort Lauderdale, Florida,
July 30, 1999
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-3 of our
report dated April 10, 1998 included in Streicher Mobile Fueling, Inc.'s Form
10-K for the year ended January 31, 1999, and to all references to our Firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida,
July 30, 1999.
