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-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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STREICHER MOBILE FUELING, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 65-0707824
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
2720 NW 55TH COURT
FORT LAUDERDALE, FLORIDA 33309
(Address of Principal Executive Offices)
STREICHER MOBILE FUELING, INC. STOCK OPTION PLAN
OPTIONS GRANTED PURSUANT TO EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN STREICHER MOBILE FUELING, INC. AND STANLEY H. STREICHER
(Full title of the Plan)
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STANLEY STREICHER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
2720 NW 55TH COURT
FORT LAUDERDALE, FLORIDA 33309
(Name and address of agent for service)
(954) 739-3880
(Telephone number, including area code, of agent for service)
Copy to:
KENNETH C. HOFFMAN, ESQ.
GREENBERG TRAURIG, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SHARE (1) PRICE(1) FEE
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, $.01 PAR VALUE...... 1,250,000 SHARES $4.13 -- $8.25 $7,732,500 $2,149.64
- ----------------------------------------------------------------------------------------------------------------
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(1) This Registration Statement covers 250,000 shares issuable under the
registrant's Stock Option Plan, which are additional shares reserved for
issuance pursuant to an amendment to the plan approved by the Registrant's
shareholders on July 30, 1999. An aggregate of 250,000 shares issuable
under the plan were previously registered pursuant to a Form S-8 filed on
June 2, 1999 (Registration No. 333-79801). This Registration Statement
also covers up to 1,000,000 shares issuable pursuant to an Executive
Employment Agreement between the registrant and Stanley H. Streicher.
(2) Estimated solely for the purpose of calculating the registration fee and
computed in accordance with Rule 457(h) of the Securities Act of 1933, as
amended, on the basis of (i) the actual prices ($4.13-6.00) for 1,080,000
shares of Common Stock being registered, which are subject to outstanding
stock options; and (ii) the closing sale price of the Common Stock on July
28, 1999 ($8.25) for the remaining 170,000 shares of Common Stock subject
to future stock option grants under the Stock Option Plan.
<PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are hereby incorporated by
reference in this Registration Statement:
The Registrant hereby incorporates by reference into this Registration
Statement the following documents or portions thereof as indicated:
(a) the Registrant's Annual Report on Form 10-K for the fiscal year
ended January 31, 1999;
(b) the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 1999;
(c) all other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since February 1, 1999; and
(d) the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A, including any
amendments to such description in such Registration Statement.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has authority under Section 607.0850 of the Florida
Business Corporation Act to indemnify its directors and officers to the extent
provided in such statute. The Registrant's Amended and Restated Articles of
Incorporation provide that the Registrant may indemnify its executive officers
and directors to the fullest extent permitted by law either now or hereafter.
The Registrant has also entered into an agreement with each of its directors and
certain of its officers wherein it has agreed to indemnify each of them to the
fullest extent permitted by law.
The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Florida law. In addition, each
director will continue to be subject to liability for (a) violations of the
criminal law, unless the director had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful; (b)
deriving an improper personal benefit from a transaction; (c) voting for or
assenting to an unlawful distribution; and (d) willful misconduct or a conscious
disregard for the best interests of the Registrant in a proceeding by or in the
right of the Registrant to procure a judgment in its favor or in a proceeding by
or in the right of a shareholder. The statute does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "1933 Act") may be permitted to directors, officers
or controlling persons of Registrant, pursuant to the foregoing provisions or
otherwise, Registrant has been advised that, in the opinion of the Securities
and Exchange Commission (the
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<PAGE>
"Commission"), such indemnification is against public policy as expressed in the
1933 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 Registrant in the successful defense of any suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered hereunder, 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 1993 Act and will be governed by
the final adjudication of such issue.
At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought, nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
See "Exhibit Index" on page II-6.
ITEM 9. 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 and 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;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) shall 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
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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 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.
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<PAGE>
(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 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses 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.
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<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-8 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
President 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, and to file the same,
with exhibits thereto, and other documents to be filed 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ STANLEY H. STREICHER President, Chief Executive Officer July 30, 1999
- ---------------------------------------- and Chairman of the Board
Stanley H. Streicher
/s/ WALTER B. BARRETT Vice President, Finance and July 30, 1999
- ---------------------------------------- Chief Financial 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>
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
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<S> <C>
3.1 Registrant's Articles of Incorporation (3.1)*
3.2 Registrant's Bylaws (3.2)*
4.1 Streicher Mobile Fueling, Inc. Stock Option Plan (10.2)*
4.2 Executive Employment Agreement between the Registrant and
Stanley H. Streicher (10.1)
5.1 Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel,
P.A.
23.1 Consent of KPMG LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel,
P.A. (contained in its opinion filed as Exhibit 5.1 hereto)
24.1 Power of Attorney is included in the Signatures section of this
Registration Statement
</TABLE>
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* Incorporated by reference to the exhibit shown in parentheses and filed
with the Registrant's Registration Statement on Form SB-2 (Registration
No. 333-14501).
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<PAGE>
EXHIBIT INDEX
EXHIBITS DESCRIPTON
- -------- ----------
5.1 Opinion of Greenberg, Traurig, Hoffman, Lipoff,
Rosen and Quenter, P.A.
23.1 Consent of KPMG LLP
23.2 Consent 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-8 covering (a) 250,000 shares of the Company's authorized
but unissued common stock, $.01 par value (the "Common Stock"), issuable
pursuant to stock options granted pursuant to the Company's Stock Option Plan
(the "Plan") and (b) 1,000,000 shares of the Company's authorized but unissued
Common Stock issuable pursuant to stock options granted pursuant to the
Executive Employment Agreement between the Company and Stanley H. Streicher (the
"Employment Agreement Options"). It is our opinion that shares of Common Stock
issuable under the Plan and the Employment Agreement Options, when issued upon
exercise of and in accordance with the terms of stock options outstanding or to
be granted under the Plan or the Employment Agreement Options, 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
ACCOUNTANTS' CONSENT
The Board of Directors
Streicher Mobile Fueling, Inc.
We consent to the incorporation by reference in this Registration Statement on
Form S-8 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-8 of our
report dated April 10, 1998 included in Streicher Mobile Fueling, Inc.'s Form
10-K for the year ended January 31, 1999.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida,
July 30, 1999.
