AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 23, 2000
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>
<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>
--------------
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. [ ]
-----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
TITLE OF SHARES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED TO BE REGISTERED AGGREGATE PRICE PER UNIT (1) AGGREGATE OFFERING PRICE REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 30,000 shares (2) $6.19 $185,700 $49.03
====================================================================================================================================
<FN>
(1) Estimated solely for the purpose of computing the amount of the
registration fee, based on the average of the high and low prices for the
Registrant's common stock as reported on the Nasdaq SmallCap Market on
February __, 2000 in accordance with Rule 457(c) under the Securities Act
of 1933.
(2) The shares of common stock set forth in the Calculation of Registration Fee
Table, and which may be offered pursuant to this Registration Statement,
includes, pursuant to Rule 416 of the Securities Act of 1933, as amended,
such additional number of shares of the Registrant's common stock that may
become issuable as a result of any stock splits, stock dividends or similar
event
</FN>
</TABLE>
---------------
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.
SUBJECT TO COMPLETION, DATED FEBRUARY 23, 2000
STREICHER MOBILE FUELING, INC.
30,000 SHARES OF COMMON STOCK
-------------------------
This prospectus relates to the public offering, which is not being
underwritten, of up to 30,000 shares of our common stock which are held by
Special Situations, Inc. The shares were issued to Special Situations, Inc. in
August 1999 pursuant to a Consulting Agreement between us and Special
Situations, Inc. pursuant to which Special Situations, Inc. has agreed to render
certain business consulting and investor relations services to us.
The selling stockholder may offer its shares of common stock through
public or private transactions, on or off the Nasdaq SmallCap Market, at
prevailing market prices, or at privately negotiated prices. We will not receive
any of the proceeds from the sale of shares by the selling stockholder.
Our common stock is quoted on the Nasdaq SmallCap Market under the
symbol "FUEL." On February 22, 2000, the closing price of our common stock was
$6.25 per share.
-------------------------
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 , 2000
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf process, the selling stockholder named in this prospectus may
sell up to 30,000 shares of our common stock. This prospectus provides you with
a general description of our common stock which the selling stockholder may
offer. When the selling stockholder sells our common stock, we may provide, if
necessary, a prospectus supplement that will contain specific terms of that
offering. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read this prospectus and any prospectus
supplement 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
Description of Capital Stock...................................................7
Selling Stockholder............................................................9
Plan of Distribution...........................................................9
Legal Matters.................................................................10
Experts.......................................................................10
Where You Can Find More Information...........................................10
-------------------------
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 from seven Florida locations, three California
locations, Atlanta, Georgia, Chattanooga and Kingsport, Tennessee, Dallas/Fort
Worth and Houston, Texas, and Kenner, Louisiana. During December 1999, we
operated a fleet of 92 custom fuel trucks and were delivering fuel at a rate of
over 5.0 million gallons per month.
THE OFFERING
Securities Offered by the Selling
Stockholder....................... 30,000 shares of common stock
Use of Proceeds...................... We will not receive any of the proceeds
from the sale of the common stock offered
in this prospectus.
Trading.............................. Our common stock is quoted on the Nasdaq
SmallCap Market under the symbol "FUEL."
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
While we have operated at a profit for the first three quarters of
fiscal 2000, 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 October 31, 1999, we had an
accumulated deficit of $1.0 million. We cannot assure you that we will continue
to operate profitably 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 could 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
5
<PAGE>
a 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 year ended December 31, 1999, the reported closing price of
our common stock on the Nasdaq SmallCap Market was as high as $8.63 and as low
as $2.06. 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
All net proceeds from the sale of the shares of our common stock will
go to the selling stockholder. Accordingly, we will not receive any of the
proceeds from the sales of the shares of our common stock.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 20,000,000 shares of Common
Stock, $0.01 par value, and 1,000,000 shares of Preferred Stock, $0.01 par
value. As of the date of December 14, 1999, 2,690,300 shares of Common Stock
were issued and outstanding and no shares of Preferred Stock were outstanding.
COMMON STOCK
Holders of Common Stock are entitled to one vote per share. The holders
of Common Stock are entitled to receive ratably such dividends, if any, as may
be declared by the Board of Directors out of legally available funds. Upon our
liquidation, dissolution or winding up, the holders of Common Stock are entitled
to share ratably in all of our assets which are legally available for
distribution, after payment of or provisions for all debts and liabilities and
the liquidation preferences of any outstanding shares of Preferred Stock.
Holders of Common Stock have no preemptive, subscription, or redemption rights.
PREFERRED STOCK
We are authorized to issue Preferred Stock with such designations,
rights and preferences as may be determined from time to time by our Board of
Directors. Accordingly, the Board of Directors is empowered, without shareholder
approval, to issue Preferred Stock with dividend, liquidation, conversion,
voting or other rights that could adversely affect the value or market price of
the Common Stock and voting power or other rights of the holders of Common
Stock. In the event of issuance, the Preferred Stock could be utilized, under
certain circumstances, as a method of discouraging, delaying or preventing a
change in control. See "-- Certain Effects of Authorized but Unissued Stock."
ANTI-TAKEOVER PROVISIONS OF FLORIDA LAW
Florida has enacted legislation that may deter or frustrate takeovers
of Florida corporations. The "Control Share Acquisitions" section of the FBCA
generally provides that shares acquired in excess of certain specified
thresholds, beginning at 20% of a corporation's outstanding voting shares, will
not possess any voting rights unless such voting rights are approved by a
majority vote of a corporation's disinterested shareholders. The "Affiliated
Transactions" section of the FBCA generally requires majority approval by
disinterested directors or supermajority approval of disinterested shareholders
of certain specified transactions (such as a merger, consolidation, sale of
assets, issuance of transfer of shares or reclassifications of securities)
between a corporation and a holder of more than 10% of the outstanding shares of
the corporation, or any affiliate of such shareholder. Pursuant to the
provisions of the FBCA, we have provided in our Articles of Incorporation that
the FCSA and FATA shall be inapplicable to any of our affiliated transactions
with interested shareholders and also shall not apply to any control-share
acquisition of our shares, respectively.
Our directors are subject to the "general standards for directors"
provisions set forth in the FBCA. These provisions provide that in discharging
his or her duties and determining what is in the best interests of Streicher, a
director may consider such factors as the director deems relevant, including the
long-term prospects and interests of Streicher and its shareholders and the
social, economic, legal or other effects of any proposed action on our
employees, suppliers or customers, the community in which we operate and the
economy in general. Consequently, in connection with any proposed action, the
Board of Directors is empowered to consider interests of other constituencies in
addition to our shareholders, and directors who take into account these other
factors may make decisions which are less beneficial to some, or a majority, of
the shareholders than if the law did not permit consideration of such other
factors.
7
<PAGE>
ADVANCE NOTICE REQUIREMENTS FOR SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
Our Articles of Incorporation provide that shareholders seeking to
bring business before an annual meeting of shareholders, or to nominate
candidates for election as directors at an annual or special meeting of
shareholders, must provide timely notice thereof in writing. To be timely, a
shareholder's notice must be delivered to or mailed and received at our
principal executive offices not less than 60 days nor more than 90 days prior to
the meeting; provided, however, that in the event that less than 80 day's notice
or prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder, to be timely, must be received no later
than the close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made,
whichever is first. Our Bylaws also specify certain requirements for a
shareholder's notice to be in proper written form. These provisions may preclude
shareholders from bringing matters before the shareholders at an annual or
special meeting or from making nominations for directors at an annual or special
meeting.
CERTAIN EFFECTS OF AUTHORIZED BUT UNISSUED STOCK
The authorized but unissued shares of Common Stock and Preferred Stock
are available for future issuance without shareholder approval. These additional
shares may be utilized for a variety of corporate purposes, including future
public offerings to raise additional capital, corporate acquisitions and
employee benefit plans.
The existence of authorized but unissued and unreserved Common Stock
and Preferred Stock may enable the Board of Directors to issue shares to persons
friendly to current management which could render more difficult or discourage
an attempt to obtain control of Streicher by means of a proxy contest, tender
offer, merger, or otherwise, and thereby protect the continuity of our
management.
LIMITED LIABILITY AND INDEMNIFICATION
Under the FBCA, a director is not personally liable for monetary
damages to the corporation or any other person for any statement, vote,
decision, or failure to act unless (i) the director breached or failed to
perform his duties as a director and (ii) a director's breach of, or failure to
perform, those duties constitutes (1) a violation 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, (2) a transaction from
which the director derived an improper personal benefit, either directly or
indirectly, (3) a circumstance under which an unlawful distribution is made, (4)
in a proceeding by or in the right of the corporation or procure a judgment in
its favor or by or in the right of a shareholder, conscious disregard for the
best interest of the corporation or willful misconduct, or (5) in a proceeding
by or in the right of someone other than the corporation or a shareholder,
recklessness or an act or omission which was committed in bad faith or with
malicious purpose or in a manner exhibiting wanton and willful disregard of
human rights, safety, or property. A corporation may purchase and maintain
insurance on behalf of any director or officer against any liability asserted
against him and incurred by him in his capacity or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the FBCA.
Our Articles and Bylaws provide that we shall, to the fullest extent
permitted by applicable law, as amended from time to time, indemnify all of our
directors, as well as any of our officers or employees to whom we have agreed to
grant indemnification.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our Common Stock is American Stock
Transfer and Trust Company.
8
<PAGE>
SELLING STOCKHOLDER
All of the common stock registered for sale pursuant to this prospectus
will be owned immediately after registration by the selling stockholder. All of
the shares offered hereby were acquired by the Special Situations, Inc. in
connection with the a Consulting Agreement, dated as of May 10, 1999, between us
and Special Situations, Inc. pursuant to which Special Situations, Inc. has
agreed to render certain business consulting and investor relations services to
us. Such shares equal approximately one percent (1%) of our outstanding
capitalization as of the date of this prospectus. The selling stockholder does
not have any material relationship with us other than pursuant to the Consulting
Agreement, a copy of which is filed as an exhibit to the registration statement
of which this prospectus forms a part.
PLAN OF DISTRIBUTION
We will not receive any of the proceeds of the sale of the common stock
offered by this prospectus. The common stock may be sold from time to time to
purchasers:
o directly by the selling stockholder, or
o through underwriters, broker-dealers or agents who may receive
compensation in the form of discounts, concessions or
commissions from the selling stockholder or the purchasers of
the common stock.
The selling stockholder and any such broker-dealers or agents who
participate in the distribution of the common stock may be deemed to be
"underwriters." As a result, any profits on the sale of the common stock by
selling stockholder and any discounts, commissions or concessions received by
any such broker-dealers or agents might be deemed to be underwriting discounts
and commissions under the Securities Act. If the selling stockholder was deemed
to be an underwriter, the selling stockholder may be subject to certain
statutory liabilities of, including, but not limited to, Sections 11, 12 and 17
of the Securities Act and Rule 10b-5 under the Exchange Act.
If shares of the common stock are sold through underwriters or
broker-dealers, the selling stockholder will be responsible for underwriting
discounts or commissions or agent's commissions.
The common stock may be sold in one or more transactions at:
o fixed prices,
o prevailing market prices at the time of sale,
o varying prices determined at the time of sale, or
o negotiated prices.
These sales may be effected in transactions:
o on the Nasdaq SmallCap Market,
o in the over-the-counter market,
o in transactions otherwise than on such exchanges or services
or in the over-the-counter market, or
o through the writing of options.
These transactions may include block transactions or crosses. Crosses
are transactions in which the same broker acts as an agent on both sides of the
trade.
In connection with sales of the common stock or otherwise, the selling
stockholder may enter into hedging transactions with broker-dealers. These
broker-dealers may in turn engage in short sales of the common stock in the
course of hedging their positions. The selling stockholder may also sell shares
of the common stock short and deliver common stock to close out short positions,
or loan or pledge common stock to broker-dealers that in turn may sell the
common stock.
9
<PAGE>
The selling stockholder and any other person participating in such
distribution will be subject to the Exchange Act. The Exchange Act rules
include, without limitation, Regulation M, which may limit the timing of
purchases and sales of the common stock by the selling stockholders and any
other person. In addition, Regulation M of the Exchange Act may restrict the
ability of any person engaged in the distribution of the common stock to engage
in market-making activities with respect to the particular common stock being
distributed for a period of up to five business days prior to the commencement
of such distribution. This may affect the marketability of the common stock and
the ability of any person or entity to engage in market-making activities with
respect to the common stock.
We have agreed to bear certain expenses in connection with the
registration of the common stock being offered by the selling stockholder.
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 have
been incorporated by reference herein in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated by reference herein and
upon the authority of said firm as experts in accounting and auditing.
The audited 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 by reference in this prospectus and
elsewhere in the registration statement have been audited by Arthur Andersen
LLP, independent certified public accountants, as indicated in their report with
respect thereto, and are included herein 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 Quarterly Report on Form 10-Q for the fiscal quarter ended July
31, 1999
4. Our Quarterly Report on Form 10-Q for the fiscal quarter ended
October 31, 1999
5. Our Proxy Statement for our 1999 Annual Meeting filed on July 2,
1999, and
10
<PAGE>
6. 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.
11
<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........ $ 49
Accounting fees and expenses............................... 3,000
Legal fees and expenses.................................... 1,500
Miscellaneous.............................................. 2,451
--------
Total................................................. $ 7,000
========
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)
5.1 Opinion of Greenberg Traurig, P.A., counsel to the Company (2)
10.1 Consulting Agreement dated as of May 10, 1999 between the Company
and Special Situations, Inc. (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 February 16,
2000.
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 Officer February 16, 2000
- ----------------------------------------- (principal executive officer)
Stanley H. Streicher
/s/ WALTER B. BARRETT Vice President, Finance and Chief Financial February 15, 2000
- ----------------------------------------- Officer (principal financial and accounting
Walter B. Barrett officer)
/s/ E. SCOTT GOLDEN Director February 18, 2000
- -----------------------------------------
E. Scott Golden
/s/ JOSEPH M. MURPHY Director February 17, 2000
- -----------------------------------------
Joseph M. Murphy
/s/ JOHN H. O'NEILL Director February 17, 2000
- -----------------------------------------
John H. O'Neill, Jr.
Director February , 2000
- -----------------------------------------
C. Rodney O'Connor
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
5.1 Opinion of Greenberg Traurig, P.A., counsel to the Company
10.1 Consulting Agreement dated as of May 10, 1999 between the Company and
Special Situations, Inc.
23.1 Consent of KPMG LLP
23.2 Consent of Arthur Andersen LLP
EXHIBIT 5.1
February 18, 2000
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 (the "Registration Statement") covering the sale of 30,000
shares (the "Shares") of the Company's common stock, $.01 par value, to be sold
by the stockholder listed in the Registration Statement (the "Selling
Stockholder").
It is our opinion that the Shares, when sold by the Selling Stockholder
in the manner referred to in the Registration Statement under the caption "Plan
of Distribution," 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,
/s/ Greenberg Traurig, P.A.
GREENBERG TRAURIG, P.A.
EXHIBIT 10.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Contract") made as of this 10th day of May
1999, by and between STREICHER MOBILE FUELING, INC. (the "Company"), a Florida
corporation having offices at 2720 N.W. 55th Court, Fort Lauderdale, Florida
33309, and SPECIAL SITUATIONS, INC. ("Hamilton"), a Florida corporation having
offices at 115 Southeast Spanish Trail, Boca Raton, Florida 33432.
WHEREAS, the Company desires to secure the services of Hamilton as a
consultant, and Hamilton desires to provide such services to the Company;
NOW THEREFORE, in consideration of the mutual promises contained
herein, the parties hereto agree as follows:
1. ENGAGEMENT OF CONSULTANT. The Company hereby engages Hamilton
to perform, and Hamilton hereby agrees that it will render the
business consulting and investor relations services described
in paragraph 3 below during the Term of this Contract. If the
Company should merge into or be acquired by another
corporation, this Contract may be canceled by such successor
corporation upon thirty days written notice to Hamilton. In
the event of such termination, the unvested portion of the
stock granted to Hamilton under Section 4(b) shall immediately
be issued to Hamilton.
2. TERM OF CONTRACT. This Contract shall become effective as of
the date noted above and shall continue, unless sooner
terminated by the Company or Hamilton in accordance with its
terms until May 31, 2001.
3. SERVICES OF CONSULTANT. During the Term of this Contract,
Hamilton will provide the following services for the benefit
of the Company:
(a) Act as liaison between the Company and the investment
financial community, stockbrokers and potential
investors in the Company's common stock and warrants.
(b) Review press releases and other public information
notices upon the request of the Company.
(c) Assist the Company, by using investor contacts and
knowledge of the investor market, to increase the
liquidity and trading volume of the Company's stock.
(d) Assist the Company in obtaining broader analyst and
institutional following for its stock. Stimulate the
publication of reports by analysts and investment
letter publications.
(e) Contact and meet with key investors on behalf of the
Company.
(f) Arrange invitations for the Company's management to
make presentations before key investors and others
who have an interest in the Company's stock.
<PAGE>
(g) Otherwise advise and assist the Company in
maintaining satisfactory relations with its
investors, promoting the good name and business of
the Company by meetings and conferences with investor
groups and members of the financial community, and
perform other investor and financial public relations
services, as requested by the Company.
4. COMPENSATION FOR SERVICES.
(a) In consideration of the services to be rendered and
performed by Hamilton during the term of this
Contract, the Company will pay Hamilton a fee of
$7,500 per month, commencing June 1, 1999 for each
month of this Contract, which fee shall include all
out of pocket expenses of Hamilton.
(b) The Company will issue to Hamilton 30,000 shares of
the Company's unregistered common stock, of which
10,000 shares shall be issued to Hamilton
immediately, 10,000 shares shall be issued to
Hamilton at the end of the first year of this
agreement and 10,000 shares shall be issued to
Hamilton at the end of the second year of this
agreement, subject, in each case, to forfeiture as
provided in Section 7.
(c) A one time cash payment of $25,000 to be made on or
before June 15, 1999.
5. BEST EFFORTS COMMITMENT. Hamilton and its principals will use
their full and best efforts to perform these services for the
Company and will devote at least 30 hours per week to the
performance of the services described in Section 3.
6. CONFIDENTIALITY OF INFORMATION. Hamilton agrees that neither
it nor its employees or agents will, during the Term of this
Contract, or at any time thereafter, disclose or divulge or
use, directly or indirectly, for its own benefit or the
benefit of any other person or entity, any confidential
information, data, trade secrets, inventions, programs, and
business policies and procedures (together, "Protected
Information") in relation to the business of the Company
learned in connection with its work for the Company. The
provisions of this paragraph shall survive the termination of
the Contract, and shall continue until the Protected
Information becomes public knowledge through no fault of
Hamilton or any of its employees or agents. Hamilton
acknowledges that it is aware, and that it will advise each of
its employees and agents who is informed as to the matters
which are the subject of this agreement, that the United
States securities laws prohibit persons who are in possession
of material, non-public information concerning an issuer from
purchasing or selling securities of such issuer and from
communicating such information to any other person under
circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell such securities, and
Hamilton agrees to comply with such laws, and to ensure
compliance with such laws by any employees or agents it
utilizes to provide services hereunder.
7. TERMINATION. Hamilton's services may be terminated at any time
by the Company upon written notice. If Hamilton's services are
terminated by the Company without cause, Hamilton will be
entitled to receive and retain the unvested portion of any
stock grant pursuant to Paragraph 4 above along with the
portion of any monthly fee due up to the date of termination.
If services are terminated by the Company for justifiable
cause, as hereafter defined, Hamilton will not be entitled to
any compensation after the date of
<PAGE>
termination, and the unvested portion of any stock grant shall
be forfeited.
A. If Hamilton terminates this agreement for any reason,
Hamilton shall not be entitled to any payments after
the date of termination and shall forfeit the
unvested portion of any stock grant.
B. For purposes of this Agreement, "justifiable cause"
shall mean only the following:
B1. The conviction of Hamilton or any of its
principals of a felony involving moral
turpitude, fraud, illegal narcotic use,
alcohol abuse, or dishonesty, or any crime
in connection with his provision of services
to the Company that causes the Company a
substantial detriment, but specifically
shall not include traffic offenses, except
the offenses of driving under the influence
of alcohol or any illegal narcotic, or
driving while intoxicated;
B2. Continual neglect of duties specified in
Section 3 or refusal to carry out the lawful
policies of the Company as adopted by the
Board of Directors, provided that in either
event Hamilton has received written notice
from the Board of Directors or management of
the Company of such neglect or refusal and
Hamilton fails to cure such breach within
ten (10) days of receipt of notice;
B3. Hamilton or any of its principals takes
unlawful advantage of a corporate
opportunity, unless: (a) it first offers the
corporate opportunity to the Company and
makes disclosure concerning the conflict of
interest and the corporate opportunity, and
the corporate opportunity is rejected by the
Company in writing in advance; or (b)
Hamilton's taking of the corporate
opportunity is ratified by a majority of
disinterested members of the Board of
Directors; provided also that such taking of
corporate advantage shall not constitute
"justifiable cause" if (i) Hamilton's
failure to offer the corporate opportunity
to the company resulted from a good faith
belief that the business activity did not
constitute a corporate opportunity, and (ii)
not later than fifteen (15) days after
receiving written notice from the Board of
Directors challenging the taking of the
corporate opportunity, the corporate
opportunity is to the extent possible
offered to the Company.
B4. "Justifiable cause" includes disability as
defined herein. For purposes of this
Agreement, Hamilton shall be "disabled" or
under "disability" if, as a result of
incapacity due to physical or mental
illness, N. D. Hamilton shall have been
absent from the substantial performance of
his duties under this Agreement for one
month, and, within 10 days after written
notice of termination is given (which notice
may only be given after the end of the
one-month absence), N. D. Hamilton shall not
have returned to the performance of his
duties under this Agreement, in which event
the Company may terminate Hamilton's
employment under this Agreement for
"disability."
B5. Death of N. D. Hamilton.
<PAGE>
C. If there is a dispute as to whether or not
"justifiable cause" shall exist, the parties agree to
settle the dispute by arbitration in accordance with
the commercial arbitration rules of the American
Arbitration Association, and the judgment of the
arbitrator(s) may be entered in any court having
jurisdiction thereof. Each party agrees to pay all of
its own legal fees and costs associated with any
legal proceedings concerning the interpretation of
this Agreement.
8. COVENANT NOT TO COMPETE.
A. Hamilton covenants and agrees that, in order to
protect the Company's interest in its business,
operations, and assets during the term of this
Contract and or a period of two (2) years following
the termination of this Contract Hamilton will not,
without the prior written consent of the Company,
directly or indirectly:
A1. Engage, whether by virtue of stock
ownership, partnership, joint venture
arrangement, trust arrangement, management
responsibilities or otherwise, in
corporations, partnerships, business trusts,
joint ventures, companies, businesses,
organizations, and for ventures which market
or distribute services which are competitive
with the Company's services within one
hundred (100) miles of any of the locations
within the United States that the Company
conducts operations at the time of
termination of this Agreement; or
A2. Become interested, directly or indirectly,
whether as principal, owner, stockholder,
partner, agent, officer, director, employee,
salesman, joint venturer, consultant,
advisor, independent contractor, or
otherwise, in any person, firm, partnership,
association, venture, corporation, or entity
engaging directly or indirectly in any of
the activities engaged in by the Company; or
A3. Knowingly solicit the employment of any of
the Company personnel.
B. In the event of a breach or a threatened breach by
Hamilton of the provisions contained in this
Contract, the Company, without the necessity of
posting bond or proving actual damage to Company,
shall be entitled to temporary and permanent
injunctive relief restraining Hamilton from
disclosing, in whole or in part, any Protected
Information, whether or not specifically described in
this Contract, or from rendering services to any
person, firm, corporation, association, or other
entity prohibited under this Section 8.
C. Nothing contained in this Contract shall construed as
prohibiting the Company from pursuing any other
remedies, including recovery of actual and punitive
damages, that may be available to the Company for
such breach or threatened breach against Hamilton or
any other person or entity.
9. NOTICES. All notices, requests, payments, or other
communication hereunder shall be in writing and shall be
deemed to have been given when delivered personally or by
courier or three days after being sent by registered or
certified mail, postage prepaid, to the following address or
addresses or such other address as the parties may designate
in writing in
<PAGE>
accordance with this paragraph:
If to the Company: STREICHER MOBILE FUELING, INC.
2720 N.W. 55th Court
Ft. Lauderdale, FL 33309
Mr. Stanley H. Streicher, President and CEO
If to Hamilton: SPECIAL SITUATIONS, INC.
115 S.E. Spanish Trail
Boca Raton, FL 33432
Attention: N. D. Hamilton
10. MISCELLANEOUS. This Contract may not be assigned by either
party hereto without the prior written consent of the other
party and shall be interpreted under the laws of the State of
Florida. Venue for any action brought hereunder shall be in
Broward County, Florida
IN WITNESS WHEREOF, the parties hereto have executed this contract on the date
above written.
SPECIAL SITUATIONS, INC. STREICHER MOBILE FUELING, INC.
A Florida corporation A Florida corporation
By: /s/ NORMAN DAVID HAMILTON By: /s/ STANLEY H. STREICHER
------------------------------------ ------------------------
Norman David Hamilton, President Stanley H. Streicher, President
& CEO
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Streicher Mobile Fueling, Inc.
We consent to the use of our report incorporated herein by reference in the
prospectus and to the reference to our firm under the heading "Experts."
KPMG LLP
Fort Lauderdale, Florida,
February 23, 2000
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,
February 23, 2000.
