AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 5, 1998
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ARAMEX INTERNATIONAL LIMITED
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
BERMUDA NOT APPLICABLE
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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CT CORPORATION SYSTEM
1633 BROADWAY
P.O. BOX 3371 NEW YORK, NEW YORK 10019
AMMAN, 11181 JORDAN (212) 246-5070
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(MAILING ADDRESS) (NAME, ADDRESS AND TELEPHONE NUMBER
OF AGENT FOR SERVICE)
2 BADR SHAKER ALSAYYAB STREET
UM UTHAYNA, AMMAN, JORDAN
(011) 962-6-5522192
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(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
Copies to:
LAWRENCE B. FISHER, ESQ.
CATERINA A. CONTI, ESQ.
ORRICK, HERRINGTON & SUTCLIFFE LLP
30 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10112
(212) 506-5387
(212) 506-3582 (FAX)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable 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, 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. / /
<PAGE>
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM OFFERING PROPOSED
TITLE OF EACH CLASS AMOUNT TO BE PRICE PER MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED(1) SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock $.01 par value............. 100,000 Shares $8.40 $840,000 $248
</TABLE>
(1) This Registration Statement covers the registration of 100,000 shares (the
"Shares") of common stock, par value $0.01 per share (the "Common Stock")
of the Registrant, reserved for issuance upon exercise of warrants issued
to the representative of the underwriters of the Company's initial public
offering and its designees (the "Commonwealth Warrants").
(2) Estimated solely for the purpose of calculating the registration fee based
upon an exercise price and $8.40 per share, in accordance with Rule 457(c).
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<PAGE>
PROSPECTUS
ARAMEX INTERNATIONAL LIMITED
100,000 Shares of Common Stock
This Prospectus relates to the offer and sale by certain selling
shareholders (the "Selling Shareholders") of 100,000 shares (the "Shares") of
Common Stock, $.01 par value (the "Common Stock"), of Aramex International
Limited, a Bermuda corporation (the "Company") which will be issued by the
Company to Selling Stockholders upon the exercise of certain warrants to
purchase Common Stock which were granted to the representative of the
underwriters of the Company's initial public offering and its designees (the
"Commonwealth Warrants").
The Company will not receive any proceeds from the sale of the Shares by
the Selling Shareholders, but will receive amounts upon the exercise of the
Commonwealth Warrants, which amounts will be used for working capital and other
corporate purposes. The Commonwealth Warrants may be exercised on a cashless
basis. If the Shares are exercised on a cashless basis, the Company will not
receive any cash proceeds upon the exercise of the Commonwealth Warrants. The
Company has agreed to bear certain expenses (other than selling commissions and
fees and expenses of counsel and other advisors to the Selling Shareholders) in
connection with the registration and sale of the Shares being offered by the
Selling Shareholders. See "Use Of Proceeds."
The Selling Shareholders have advised the Company that the resale of
their Shares may be effected from time to time in one or more transactions in
the over-the-counter market, in negotiated transactions or otherwise at market
prices prevailing at the time of the sale or at prices otherwise negotiated. The
Selling Shareholders may effect such transactions by selling the Shares to or
through broker-dealers who may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders and/or the purchasers
of the Shares for whom such broker-dealers may act as agent or to whom they sell
as principal, or both (which compensation as to a particular broker-dealer may
be in excess of customary commissions). Any broker-dealer acquiring the Shares
from the Selling Shareholders may sell such securities in its normal market
making activities, through other brokers on a principal or agency basis, in
negotiated transactions, to its customers or through a combination of such
methods. See "Plan of Distribution."
The Company's Common Stock is traded on the Nasdaq National Market
("Nasdaq") under the symbol ("ARMXF"). On August 4, 1998, the closing price for
the Common Stock on Nasdaq was $9.00.
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AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH
DEGREE OF RISK. SEE "RISK FACTORS" AT PAGE 7 HEREOF.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1998.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
<PAGE>
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C. 20549, a registration statement on Form F-3
(together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act").
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted from this Prospectus
in accordance with the Commission's rules and regulations. For further
information, reference should be made to the Registration Statement and to the
exhibits filed thereto. For further information with respect to the Company and
the Common Stock, reference is made to the Registration Statement and the
exhibits and schedules thereto which may be inspected without charge or copied
at the public reference facilities of the Commission at 450 Fifth Street, N.W,
Washington, D.C. 20549, 7 World Trade Center, 13th Floor, New York, New York
10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained from the Commission's
Public Reference Section at prescribed rates. Registration statements
transmitted through the Commission's Electronic Data Gathering, Analysis and
Retrieval System are also publicly available through the Commission's Internet
site on the World Wide Web (http://www.sec.gov). Descriptions contained in this
Prospectus as to the contents of any contract or other documents filed as an
exhibit to the Registration Statement are not necessarily complete and each such
description is qualified by reference to such contract or document.
The Company's Common Stock is listed on the Nasdaq National Market under
the symbol "ARMXF" and reports and other information concerning the Company may
be inspected at the offices of The Nasdaq Stock Market, Inc., 1735 K Street,
N.W. Washington, D.C. 20006, and its Internet site on the World Wide Web is
http://www.Nasdaq.com.
The Company intends to furnish its shareholders with annual reports
containing audited financial statements and an opinion thereon expressed by
independent certified public accountants. Such audited financial statements and
unaudited quarterly financial information will be prepared in accordance with
International Accounting Standards (with reconciliations to generally accepted
accounting principles in the United States). While the Company is exempt from
the rules under the Exchange Act prescribing the content and distribution of
proxy statements, it intends to substantially comply with the rules governing
the preparation of proxy statements and the solicitation of proxies (excluding
provisions requiring disclosures relating to corporate reorganizations, and the
inclusion of shareholder proposals in proxy materials prepared by the Company)
to the extent deemed advisable by the Company under the circumstances of
particular solicitations. In addition, requirements with regard to the accuracy
of proxy disclosures will be governed by certain Bye-law provisions interpreted
under Bermuda law. The Company has been advised that, under Bermuda law, the
record owners of Common Stock will, to the extent indicated in the Company's
Bye-laws, also be bound by such principles incorporated from Commission rules
relating to proxy statements and the solicitation of proxies.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates in this Prospectus by reference the
Company's Annual Report on Form 20-F for the fiscal year ended December 31, 1997
and the Company's Quarterly Report on Form 6-K for the quarter ended March 31,
1998, both of which have been filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
All reports filed by the Company on Form 6-K pursuant to the Exchange Act
after the date of this Prospectus and prior to the termination of this Offering
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents.
The Company's application for registration of its Common Stock under
Section 12(g) of the Exchange Act filed with the Securities and Exchange
Commission on December 16, 1996, is incorporated by reference and made a part of
this Prospectus.
Any person receiving a copy of this Prospectus may obtain without charge,
upon written or oral request, a copy of any of the documents incorporated by
reference herein. Such reasons should be directed to the Company, P.O. Box
960913, Amman 11196 Jordan, Attention: Fadi Ghandour, President, Deputy
Chairman, Chief Executive Officer and Assistant Secretary.
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ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS
The Company is organized under the laws of the Islands of Bermuda and is
headquartered in Jordan. Certain of the Company's directors, officers and
controlling persons, and selling shareholders as well as certain of the experts
named in this Prospectus reside outside the United States. All or a substantial
portion of their assets and the assets of the Company and such persons are
located outside the United States, including Bermuda and Jordan. As a result, it
may not be possible for investors to effect service of process wthin the United
States upon such persons or to enforce judgments against the Company or such
persons obtained in United States courts predicated upon the civil liability
provisions of the federal or state securities laws of the United States. The
Company has been advised by Conyers Dill & Pearman, Bermuda counsel to the
Company, that the enforcement of judgments of United States courts obtained in
actions against the Company or such persons predicated upon the civil liability
provisions of the federal or state securities laws and the enforceability, in
original actions, of liabilities against the Company or such persons predicated
solely upon the federal or state securities Laws of the United States would
require the commencement of a separate action in the Bermuda courts. There is
uncertainty as to whether the courts of Bermuda or Jordan would (i) enforce
judgments of United States courts obtained against the Company or such persons
predicated upon the civil liability provisions of the federal securities laws of
the United States or (ii) entertain original actions brought in Bermuda courts
against the Company or such persons predicated upon the federal securities laws
of the United States. The Company has irrevocably appointed CT Corporation
System, 1633 Broadway, New York, New York 10019, as its authorized agent to
receive service of process in any legal action or proceeding against it based
upon the federal securities laws of the United States and/or arising out of or
relating to this offering. The Company has been advised by Ali Sharif Zu'bi &
Sharif Ali Zu'bi law firm that the enforcement of foreign judgments in Jordan
is governed by Law No. 8 of 1952 which provides that a foreign judgment may be
enforced in Jordan by means of an application to the competent court without
retrial and re-examination of the merits or issues of the case. Jordanian courts
may, however, decline to enforce a foreign judgment (i) if the court which
passed the judgment was without competent jurisdiction, (ii) if the defendant
has not carried on any business within the jurisdiction of the court which
passed the judgment or was not resident within its jurisdiction and did not
willfully appear before the court or did not recognize its jurisdiction, (iii)
if the defendant was not notified to appear before the court which issued the
judgment or was not duly or properly served with notice, (iv) if the judgment
has been passed in a fraudulent manner, (v) if the defendant is able to persuade
the court that the judgment is not final, (vi) if the judgment contravenes
Jordanian public policy, and (vii) if the laws of the country of the court which
passed the judgment do not recognize and enforce judgments of Jordanian
courts.
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and the Consolidated Financial Statements, including the Notes
thereto, incorporated by reference in this Prospectus. Unless otherwise
indicated or the context otherwise requires, the "Company" or "Aramex" refers to
Aramex International Limited, a Bermuda Company, its consolidated subsidiaries
and its predecessor entity. All references in this Prospectus to "$" shall mean
United States dollars. For purposes of this Prospectus, the term "Station" shall
mean all of the Company's stations, including operations through wholly owned
subsidiaries, sponsorship agreements, joint venture agreements, agency
relationships and technical services and exclusive agency agreements. For the
purposes of this Prospectus, the "Middle East" shall include the following
countries: Bahrain, Cyprus, Egypt, Iran, Iraq, Israel, Jordan, Kuwait, Lebanon,
Libya, Oman, the Palestinian Territories, Qatar, Saudi Arabia, Sudan, Syria,
Turkey, the United Arab Emirates, and Yemen. For purposes of this Prospectus,
the "Indian Sub-Continent" shall include the following countries: Bangladesh,
India, Pakistan and Sri Lanka.
THE COMPANY
Aramex is a leading provider of express package delivery, freight
forwarding and other transportation services primarily to, from and within the
Middle East and the Indian Sub-Continent. Since its founding in 1982, the
Company has expanded its station network to include 95 locations in 32 countries
with approximately 1,400 employees as of August 1, 1998. The Company also offers
logistics, trucking and warehousing services to its clients and holds a majority
interest in a direct marketing and mail order business, Middle East Direct
Marketing ("MED"). From 1995 to 1997, the Company's total revenues increased
from $43.6 million to $66.3 million and net income grew from $1.5 million to
$3.1 million, respectively.
The Company provides its services from its main hubs in Dubai (UAE),
London, New York and Amman (Jordan). The Company believes that it has
established itself as one of the leading transportation services companies in
the Middle East because of its ability to provide a wide array of transportation
solutions to its clients, its local market knowledge, reputation for quality
service, and its expansive station network. In addition, because the Company
does not own or operate its own aircraft, it is not constrained by restrictions
on delivery schedules, shipment size or weight, providing it with greater
flexibility to serve its clients. As a non-asset based solutions provider, the
Company believes that its information technology systems are a significant asset
and plans to continue to make significant investments in information systems and
technology to provide a continued strong platform for enhanced service and
future growth.
Historically, the majority of the Company's business has been derived from
its express package delivery operations. These express operations, combined with
its station network, have provided the Company with a solid foundation for the
development of additional revenue sources such as logistics, warehousing and
inventory management. The Company has implemented a comprehensive quality
control program and believes its efforts have enabled it to achieve a uniform
service offering throughout its network of stations and has helped to establish
a loyal base of customers. In recognition of this effort, the Company was
awarded corporate ISO 9002 certification in December 1997, after receiving
similar certification at certain stations beginning in August 1995. Each Aramex
station is divided into teams specialized in cross marketing multiple services
to industry-specific segments in their local market. Since each team targets one
or more industry segments in its local market, it can develop and offer
customized solutions for their clients where appropriate.
The Company and Airborne Freight Corporation ("Airborne"), the parent of
Airborne Express and the third largest domestic air express delivery carrier in
the United States, are founding members of the Overseas Express Carrier Network
(the "OEC"). The OEC is a global alliance among certain leading independent
express companies that functions as a worldwide delivery network for its
members. For tracking and tracing of its express shipments worldwide, the
Company utilizes the FOCUS tracking system which is owned and operated by
Airborne. Airborne has been a shareholder of the Company since November 1996 and
owns 6.2% of the outstanding Common Stock of the Company.
The Company believes that current and forecasted economic growth for the
Middle East should result in an increase in demand for its services. According
to the Boeing Commercial Airplane Group's ("Boeing")
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1996/1997 World Air Cargo Forecast, it has been estimated that real gross
domestic product ("GDP") for the Middle East will grow by approximately 3.5% per
year from approximately $383 billion in 1995 to approximately $740 billion by
2015. Saudi Arabia, where the Company continues to expand its operations, is the
largest market in the Middle East, representing 28% of the region's GDP. Because
of its strategic location at the crossroads of Asia, Europe, and Africa, the
Middle East is becoming a major center for world air freight distribution. In
fact, the Middle East air freight market has grown at a reported average rate of
15% per year since 1995. It was reported by Boeing that, in early 1996, total
air traffic through Dubai, where the Company operates one of its major hubs,
increased 23% and transshipments increased 41% from 1995. As a result of its
expansive station network and its local market knowledge, the Company believes
it is well positioned to benefit from the economic growth forecasted for the
Middle East which should result in an increased demand for express, freight
forwarding and regional trucking and logistics services.
The Company's goal is to be one of the leading providers of express package
delivery, freight forwarding and logistics services in the Middle East, the
Indian Sub-Continent and other contiguous emerging markets and to offer its
customers a wide range of distinct delivery and transportation services. The
Company intends to achieve this goal by implementing the following strategies:
EXPAND MARKET AND GEOGRAPHIC PRESENCE -- The Company is focused on
expanding its market and geographic presence in the Middle East, the Indian
Sub-Continent and other contiguous emerging markets. The Company is
currently deploying additional resources to expand its presence in Saudi
Arabia and the Indian Sub-Continent. The emerging markets targeted by the
Company, such as the Central Asian Republics and North Africa, are
characterized by large populations and growing economies which are
liberalizing and opening their markets to local and foreign investment. By
expanding its distribution network in these regions, the Company's
management believes it can (i) enhance its regional market presence; (ii)
expand its customer base; and (iii) reduce its geographic revenue
concentration.
PROVIDE TOTAL TRANSPORTATION SOLUTIONS -- The Company plans to
continue to capitalize on its reputation as a quality service provider of
total transportation solutions in its markets. A large part of this
strategy involves the continued development by the Company of customized
solutions for its clients in the areas of (i) logistics management; (ii)
multi-modal regional transportation and distribution (offering the options
of express package delivery, air freight forwarding, and ground
distribution); (iii) inventory management; and (iv) local warehousing. The
Company's "One Stop Shop" approach is designed to provide its customers
with a total solution for their everyday transportation needs. To
effectuate this strategy and in order to facilitate the Company's ability
to provide comprehensive logistics services, the Company plans to build
additional warehouse facilities in Amman and Dubai.
CONTINUE EMPHASIS ON TECHNOLOGY -- The Company continues to make
significant investments in technology as a vehicle to enhance service,
increase sales and foster growth. The Company believes that continuing
improvements in its communications network and information systems, such as
linking all of the Company's offices via an on-line, real time
communications network and the ability of customers to have direct
connectivity to the Aramex information network, will yield continued
improvements in operations and customer service and improve the Company's
results of operations. The Company's on-going technology initiatives
include, among others, the continued implementation of remote hand-held bar
code and signature scanners to replace the manual process, an express
information system to provide production and cost related information and
analysis, and a software system that allows customers to track shipments
from their own personal computer.
MARKET ITS SERVICES THROUGH ARAMEX TEAMS -- The Company plans to
continue to market its services through cross functional, personalized
customer teams which possess the marketing skills, local market knowledge,
service expertise and industry experience necessary to identify and
effectively address individual client's transportation needs. This strategy
provides each station with a degree of flexibility and independence to
develop customized transportation solutions which the Company believes
provides a competitive advantage in its markets. The Company believes its
team based structure is an innovative substitute to the traditional sales
force format and facilitates the cross-marketing of the Company's services.
The Company is committed to strengthening and expanding the number of its
customer teams by recruiting
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individuals who demonstrate leadership qualities, are motivated and
energetic and comprehend the notion of teamwork and customer service.
GROW THROUGH STRATEGIC ALLIANCES AND ACQUISITIONS -- The Company plans
to pursue strategic alliances and may acquire complementary businesses in
order to maximize penetration in new and existing geographic markets,
expand the range of commercial services and increase the Company's name
recognition. Whenever possible, the Company considers increasing its
ownership in its joint ventures as well as converting its agency agreements
to Company-controlled joint ventures, which permits the consolidation of
these operations with the Company's operations. For example, in 1997, the
Company acquired a 51% interest in the Ramallah (the Palestinian Authority)
operations which were previously operated by a service provider agency.
The Company's mailing address is P.O. Box 960913, Amman, 11196 Jordan and
its principal executive office is located at 2 Badr Shaker Alsayyab Street, Um
Uthayna, Amman, Jordan and the Company's telephone number is 962-6-5522192. The
Company maintains an Internet site on the World Wide Web at
http://www.aramex.com. Information contained in the Company's Internet site
shall not be deemed to be a part of this Prospectus.
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ARAMEX(Registered) is a registered service mark of the Company.
This Prospectus includes trademarks and service marks of companies
other than those of the Company.
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RISK FACTORS
The securities offered hereby involve a high degree of risk. In addition to
the other information contained in this Prospectus, the following risk factors
should be considered carefully in evaluating the Company and its business before
purchasing the securities offered hereby. This Prospectus contains
forward-looking statements which involve risks and uncertainties. The Company's
actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors including those set
forth in the following risk factors and elsewhere in this Prospectus.
RISKS INHERENT IN INTERNATIONAL OPERATIONS
A majority of the Company's business is conducted outside of the United
States. As a result, the Company's operations are subject to various risks such
as the possibility of the loss of revenue, property or equipment due to
expropriation, nationalization, war, insurrection, terrorism or civil
disturbance, the instability of foreign economies, currency fluctuations and
devaluations, adverse tax policies and governmental activities that may limit or
disrupt markets, restrict payments or the movement of funds or result in the
deprivation of contract rights. Additionally, the ability of the Company to
compete may be adversely affected by foreign governmental regulations that
encourage or mandate the hiring of local contractors, or by regulations that
require foreign contractors to employ citizens of, or purchase supplies from
vendors in, a particular jurisdiction. The Company is subject to taxation in a
number of jurisdictions, and the final determination of its tax liabilities
involves the interpretation of the statutes and requirements of various domestic
and foreign taxing authorities. Foreign income tax returns of foreign
subsidiaries, unconsolidated affiliates and related entities are routinely
examined by foreign tax authorities. There can be no assurance that any of these
risks will not have an adverse effect on the Company.
RISKS RELATING TO OPERATIONS IN THE MIDDLE EAST, THE INDIAN SUB-CONTINENT AND
CERTAIN EMERGING MARKETS
The Company operates in 18 countries located in the Middle East. The
Company derived 78% of 1997 revenue and substantially all of its operating
profit from operations in the Middle East, and the risks of doing business in
that region could adversely affect the Company. Such risks include the
following:
Political and Economic Factors. The Middle East's economies have been
subject to many destabilizing factors, including military conflicts and
tensions, including, but not limited to, the on-going dispute between the
United Nations and Iraq, civil unrest, large government deficits, low
foreign exchange revenues and fluctuations in world commodity prices. In
attempting to respond to these problems, many Middle Eastern governments
have intervened in their economies, employing among other things, fiscal,
monetary and trade policies, import duties, foreign currency restrictions
and controls of wages, prices and exchange rates. Some Middle Eastern
governments have frequently changed their policies in all these areas.
Certain Middle Eastern economies have received military and economic aid
from the United States and many Middle Eastern companies have been financed
by United States venture capital and investment concerns. There is no
assurance that such aid and investments will continue to be available in
the future.
Risks of Foreign Legal Systems. Many of the countries where the
Company operates and plans to operate have legal systems that differ from
the United States legal system and may provide substantially less
protection for foreign investors.
Effect of Postal Taxes and Other Payments. In several Middle Eastern
countries where the Company operates, it is required to pay taxes and/or
royalties to the local postal authority. To the extent these taxes and/or
royalties are increased, the Company's results of operations may adversely
be affected.
The political, economic and other risks of doing business in the Middle
East are similar to those which the Company has and may encounter in other
emerging markets in which it is conducting or planning to conduct business such
as the Indian Sub-Continent, the Central Asian Republics and North Africa.
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RISKS ASSOCIATED WITH GEOGRAPHIC EXPANSION AND NEW LINES OF BUSINESS
The Company intends to actively pursue a strategy of continued growth, and
will focus on expanding the range of its services, its geographic presence and
market in the Middle East, the Indian Sub-Continent and other contiguous
markets. The Company's ability to expand into new geographic markets will be
dependent upon its ability to secure and maintain the requisite local licenses,
permits and approvals necessary to conduct business, including those which may
be required by the local postal authority. Several countries targeted by the
Company for expansion have restricted express and freight forwarding companies
from operating in their jurisdiction. The loss or revocation of any existing
licenses, permits or approvals or the failure to obtain any necessary licenses,
permits or approvals in new jurisdictions where the Company intends to do
business would have an adverse effect on the ability of the Company to conduct
its business and/or on its ability to expand into such jurisdictions. No
assurance can be given that the Company will obtain such authorizations,
licenses, permits or necessary approvals. The Company also plans to open
additional catalog centers and expand its logistics management services along
with regional trucking and ground transportation. This will require additional
capital expenditures, including leasing additional facilities and purchasing
and/or leasing and operating a small trucking fleet. The Company has only
limited experience in operating a trucking operation and a logistics management
service. The availability of qualified and licensed drivers will become an
important factor in the Company's expansion of a regional trucking and ground
transportation business. In addition, the Company will be required to identify
suitable new geographic markets with sufficient demand for the Company's
services, to hire and retain skilled management, marketing, customer services
and other personnel, and to successfully manage growth, including monitoring
operations, controlling costs and maintaining effective quality and service
controls. There can be no assurance that the Company will be able to do so
effectively or that allocation of capital or human resources will not adversely
impact the Company as a whole. In addition, countries in which the Company
wishes to operate may have regulatory systems that impose other impediments on
the Company's operations. There can be no assurance that these restrictions will
not have a material adverse affect on the Company's expansion plans or results
of operations.
RESTRICTIONS AND CONTROLS ON FOREIGN INVESTMENTS AND ACQUISITIONS OF MAJORITY
INTERESTS
Foreign investment by the Company in local joint ventures or business
acquisitions has been and will continue to be restricted or controlled to
varying degrees. These restrictions or controls have and may continue to limit
or preclude foreign investment in certain proposed joint ventures or business
acquisitions or increase the costs and expenses of the Company in seeking to
effectuate such a transaction. Various governments require governmental approval
prior to investments by foreign persons and limit the extent of any such
investment. In certain countries, the Company is required to conduct operations
pursuant to an agency or sponsorship agreement. The loss of an agent or sponsor
could result in the temporary or permanent cessation of operations in a
particular country. There can be no assurance that the Company will be able to
replace such agent or sponsor on favorable terms, if at all. Furthermore,
various governments restrict investment opportunities by foreign persons in
certain industries. Various governments may also require governmental approval
for the repatriation of capital and income by foreign investors. Various
governments have laws protecting local postal authorities. Although such
approvals are usually given, there can be no assurance that such approvals will
be forthcoming in the future. There can be no assurance that additional or
different restrictions or adverse policies applicable to the Company will not be
imposed in the future or, if imposed, as to the duration or impact of any such
restrictions or policies.
RELIANCE ON JOINT VENTURES
The Company relies upon joint ventures to conduct and expand its operations
in certain countries. The loss of any joint venture partner or the Company's
inability to attract and maintain additional joint venture partners may result
in delays and difficulties in effectuating the Company's business plan. There
can be no assurance that the Company will be able to attract joint venture
partners on acceptable terms, if at all.
8
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COMPETITION
The Company faces strong competition in the Middle East and other regions
in which it operates. The Company's ability to compete effectively depends
principally upon price, frequency and capacity of scheduled service, extent of
geographic coverage and reliability. Some of the Company's competitors have well
established reputations and significantly greater financial and other resources
available for expansion than the Company. The Company's principal express
competitors are DHL Worldwide Express, Federal Express Corporation, TNT Express
Worldwide and United Parcel Service of America, Inc. The Company's principal
freight forwarding competitors are Air Express International Corporation,
Expeditors International of Washington, Inc. and MSAS Cargo International Ltd.
There can be no assurance that the Company will be able to expand as rapidly as,
or compete effectively against, its competitors.
DEPENDENCE ON KEY EMPLOYEES
The Company's growth and profitability are dependent upon, among other
things, the abilities and experience of the Company's management team including
Mr. William S. Kingson and Mr. Fadi Ghandour, the Company's Chairman and the
Company's President, Deputy Chairman and Chief Executive Officer, respectively.
If the services of Messrs. Kingson and Ghandour or a number of the Company's
executive officers or key employees were no longer available to the Company, the
Company's business, financial condition and results of operations could be
adversely affected.
DEPENDENCE ON INTERNATIONAL TRADE
International trade is essential to the Company's results of operations and
has played an important role in the economic development of the Middle East and
other regions where the Company currently operates or plans to operate.
International trade is influenced by many factors, including economic and
political conditions, major work stoppages, currency fluctuations, and laws
relating to tariffs, trade restrictions, foreign investments, and taxation. A
reduction in the volume of international trade due to one or more of these
factors, any material restrictions on trade, or a downturn in the economies
where the Company currently operates or plans to operate could have a material
adverse effect on the Company. Political differences may lead to the imposition
of trade barriers and/or economic sanctions. The occurrence of such barriers or
sanctions could have a material adverse effect on the Company's operations.
RELIANCE ON COMMERCIAL CARRIERS
The Company relies on scheduled flights of commercial air carriers and
shipping companies in delivering its express package and freight forwarding
services. Consequently, the ability of the Company to provide reliable, low-cost
express delivery would be adversely affected by changes in policies and
practices such as pricing, payment terms, scheduling, and frequency of service
or increases in the cost of fuel, taxes and labor, and other factors that are
not within the Company's control.
EFFECTS OF INFLATION; CURRENCY FLUCTUATIONS
Exchange rates for some local currencies in countries where the Company
operates may fluctuate in relation to the U.S. dollar and such fluctuations may
have an adverse effect on the Company's earnings or assets when local currencies
are translated into U.S. dollars. Any weakening in the value of a local currency
against the U.S. dollar could result in lower revenues and earnings for the
Company when such local currencies are translated into U.S. dollars. In 1997,
approximately 80% of the Company's revenues came from currencies that are tied
to the U.S. dollar. Therefore, there can be no assurance that currency exchange
rates will not have a material adverse effect on the Company.
HOLDING COMPANY STRUCTURE
The Company is a holding company and substantially all of its operations
are conducted through subsidiaries, joint ventures and contractual sponsorship
arrangements. Consequently, the Company will rely principally on dividends or
advances from its subsidiaries (including ones that are wholly-owned), joint
ventures,
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<PAGE>
contractual sponsorship arrangements and agency relationships with service
providers. The ability of such subsidiaries to pay dividends and the ability of
the Company to realize on its investment in other entities is subject to
applicable local law and certain other restrictions.
SEASONALITY
The Company's business is seasonal in nature. Historically, the Company
experiences a decrease in demand for its services during the first and third
quarters, the post-winter holiday and summer vacation seasons. The Company
traditionally experiences its highest volume in the fourth quarter due to the
holiday season. The seasonality of the Company's sales may cause a variation in
its quarterly operating results and a significant decrease in second or fourth
quarter revenues may have an adverse effect on the Company's results of
operations for that fiscal year. However, local Middle East holidays vary on a
year to year basis and, as a result, the Company's seasonality may shift over
time.
POTENTIAL LIABILITY REGARDING DELIVERY OF SHIPMENTS AND NO INSURANCE COVERAGE
In the Company's business, the Company assumes responsibility to its
customers for the safe delivery of shipments up to $100.00 in value. Upon the
customer's request, the Company insures amounts above $100.00 with local
insurance companies. The Company does not carry an umbrella insurance policy.
The Company has, from time to time, made payments to its customers for claims
related to its shipments which, to date, have not been material to the Company's
results of operations. Should the Company experience an increase in the number
of such claims, there can be no assurance that the Company's results of
operations will not be adversely affected.
CONTROL BY EXISTING SHAREHOLDERS
Messrs. Kingson and Ghandour and Ms. Ghandour beneficially own, in the
aggregate, more than 50% of the outstanding shares of Common Stock of the
Company. As a result of such ownership, these shareholders will be able to
control the election of all directors and other actions submitted to a vote of
the Company's shareholders.
RIGHTS OF SHAREHOLDERS UNDER BERMUDA AND JORDANIAN LAW
The Company is incorporated under the laws of Bermuda and is headquartered
in Jordan. Principles of law relating to such matters as the validity of
corporate procedures, the fiduciary duties of the Company's management and
directors and the rights of its shareholders, including those persons who will
become shareholders of the Company in connection with the Offering, are governed
by Bermuda law and the Company's Memorandum of Association and Bye-laws. Such
principles of law may differ from those that would apply if the Company were
incorporated in a jurisdiction in the United States. In addition, the Company
has been advised by Conyers Dill & Pearman, its Bermuda counsel, that there is
uncertainty as to whether the courts of Bermuda would enforce (i) judgments of
United States courts obtained against the Company or its officers and directors
predicated upon the civil liability provisions of the securities laws of the
United States or any state or (ii) in original actions brought in Bermuda,
liabilities against the Company or such persons predicated upon the securities
laws of the United States or any state. The Company has been further advised by
the Ali Sharif Zu'bi & Sharif Ali Zu'bi Law Firm, Jordanian counsel to the
Company, that the enforcement of foreign judgements in Jordan is governed by Law
No. 8 of 1952. Basically, a foreign judgement may be enforced in Jordan by means
of an application to the competent court without retrial and re-examination of
the merits or issues of the case. Jordanian courts may, however, decline to
enforce a foreign judgement (i) if the court which passed the judgement was
without competent jurisdiction, (ii) if the defendant has not carried on any
business within the jurisdiction of the court which passed the judgement or was
not resident within its jurisdiction and did not willfully appear before the
court or did not recognize its jurisdiction, (iii) if the defendant was not
notified to appear before the court which issued the judgement or was not duly
or properly served with notice, (iv) if the judgement has been passed in a
fraudulent manner, (v) if the defendant is able to persuade the court that the
judgement is not final, (vi) if the judgement contravenes Jordanian public
policy, and (vii) if the laws of the
10
<PAGE>
country of the court which passed the judgment do not recognize and enforce
judgments of Jordanian courts.
EFFECT OF PREFERRED STOCK AND STAGGERED BOARD
The Company's Board of Directors has the authority to issue up to 5,000,000
shares of undesignated preferred stock and to determine the price, rights,
preferences and privileges of those shares without any further vote or action by
the shareholders. The rights of holders of Common Stock will be subject to, and
may be adversely affected by, the rights of holders of any preferred stock that
may be issued in the future. There are presently no shares of preferred stock
outstanding. Although the Company has no present intention to issue shares of
preferred stock after consummation of the Offering, any issuance of undesignated
preferred stock, while potentially providing desirable flexibility in connection
with possible acquisitions and other corporate purposes, could have the effect
of making it more difficult for a third party to acquire a majority of the
outstanding voting stock of the Company.
In addition, the Company's Bye-laws provide for and the Company maintains a
classified Board of Directors. This could inhibit a change of control of the
Company because it will take at least two annual meetings to change control of
the Board of Directors by shareholder vote.
EFFECT OF SHAREHOLDERS AGREEMENT
In connection with the Airborne Stock Purchase, Messrs. Kingson and
Ghandour and Ms. Ghandour entered into a Shareholders Agreement which provides,
among other things, that in the event the Company transfers (as defined in the
Shareholders Agreement) any shares of Common Stock to certain listed competitors
of Airborne or to any other company primarily engaged in the transportation of
air freight or air express shipments, Airborne has the right to sell all of its
shares of Common Stock to the Company on the same terms and conditions as the
sale to such other company. In the event that Messrs. Kingson and Ghandour
and/or Ms. Rula Ghandour transfer any shares of Common Stock to certain listed
competitors to Airborne or any other company primarily engaged in the
transportation of air freight or air express shipments, it shall be a condition
of such transfer that Airborne shall be offered the right to sell to such
competitor all of its shares of Common Stock on the same terms and conditions as
the sale by Messrs. Kingson and Ghandour and/or Ms. Rula Ghandour. Such
provision may deter or frustrate a takeover of the Company.
11
<PAGE>
POTENTIAL VOLATILITY OF COMMON STOCK PRICE
The trading price of the Common Stock may be volatile and may be
significantly affected by factors such as actual or anticipated fluctuations in
the Company's operating results, announcements of new services by the Company or
its competitors, government regulation, political conflict, instability in the
regions in which the Company operates, general market conditions and other
factors, many of which are beyond the Company's control. In addition, the stock
market has from time to time experienced significant price and volume
fluctuations that have adversely affected the market prices of securities of
companies irrespective of such companies' operating performances.
IMPACT OF YEAR 2000
The Company has closely examined the Year 2000 issue and the potential
costs and consequences to the Company in addressing this issue. Based on this
assessment, the Company has established programs to prepare its financial and
other information and computer based systems for the Year 2000, including
replacing and/or updating existing systems. The Company presently believes that
with modifications to existing software and conversions to new software, Year
2000 issues will not pose significant operational problems for its computer
systems. During the execution of the compliance process the Company will incur
certain costs and expenses. A significant portion of the Company's systems were
developed in the last few years and already encompass Year 2000 compliance.
Though the Company has not established a final cost estimate, the expense of the
Year 2000 compliance process is not expected to have a material effect on the
Company's financial position or results of operations. The Company expects that
its internal Year 2000 compliance process will be completed on a timely basis.
If such modifications are not made, however, or are not completed in a timely
manner, the Year 2000 issues could have a material impact on the operations and
financial condition of the Company. The Company has initiated formal
communications with all of its significant external interfaces to determine the
extent to which it is vulnerable to third party failures to remedy their own
potential problems related to Year 2000. There can be no assurance that the
Company will not be adversely affected by the failure of its customers and
suppliers (including, without limitation, members of the OEC and sellers of
express and freight cargo space) to implement appropriate systems within their
networks to address Year 2000 issues on a timely basis. In particular, there can
be no assurance that the commercial carrier industry, on which certain segments
of the Company's business is dependent, has or will complete any remediation
programs related to Year 2000 issues. There can be no assurance that the Company
will not be adversely affected by the failure of commercial carriers to be Year
2000 compliant.
FORWARD LOOKING STATEMENTS
The statements contained in this Prospectus, including, but not limited to,
those relating to the future availability of express and cargo space; the
Company's overseas presence and plans for international air freight forwarding
services and agreements for international cargo; the future expansion and
results of the Company's station network and warehouse facilities; plans for
local delivery services and truck brokerage; future improvements in the
Company's information systems and logistics systems and services; future
marketing results; construction of new facilities; the effect of litigation;
future costs of transportation; future operating expenses; future margins; any
seasonality of the Company's business; future stock issuances; future divided
plans; future acquisitions, and any effects, benefits, results, terms or other
aspects of acquisitions; retention of employees or management; availability of
facilities; use of offering proceeds; ability to continue growth and implement
growth and business strategy; the ability of expected sources of liquidity to
support working capital and capital expenditure requirements; and any other
statements regarding future growth, future cash needs, future terminals, future
operations, business plans and future financial results; and any other
statements which are not historical facts are forward-looking statements. When
used in this document, the words "anticipate," "estimate," "expect," "may,"
"plans," "project," "potential," and similar expressions are intended to be
among the statements that identify forward-looking statements. Such statements
involve risks and uncertainties, including, but not limited to, those relating
to the Company's dependence on its ability to attract and retain skilled
managers and other personnel; the intense competition within the express,
freight and logistics industry; continued demand for and competition in the MED
business; the uncertainty of the Company's ability to manage and continue its
growth and implement its business strategy in each segment of its business; the
Company's dependence on the availability of express and cargo space to serve its
customers; effects of regulation; results of litigation, the Company's
vulnerability to instability in the geographic regions in which it operates and
general economic conditions and dependence on its principal customers; the
control by the Company's principal shareholders; the Company's potential
exposure to claims involving its local pick-up and delivery operations; the
Company's future financial and operating results, cash needs and demand for its
services; failure of information systems, including as a result of Year 2000
problems; and the Company's ability to maintain and comply with customs
regulations and other permits and licenses; as well as other factors detailed in
"Risk Factors" and elsewhere in this Prospectus and in the Company's other
filings with the Securities and Exchange Commission. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual outcomes may vary materially from those indicated.
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<PAGE>
THE COMPANY'S ORGANIZATION
Aramex International Limited (sometimes referred to in this section as
"Aramex Bermuda") was incorporated under the law of Bermuda in October 1996 as
the successor to Aramex International, Limited, a Hong Kong company which was
incorporated in February 1986 ("Aramex Hong Kong"). On December 13, 1996, Aramex
Bermuda subscribed for 100 shares of Aramex Hong Kong (the "Ordinary Shares")
and each share of Aramex Hong Kong outstanding prior to such subscription was
converted by a special resolution of the shareholders of Aramex Hong Kong into
non-voting deferred shares (the "Deferred Shares") (collectively, the
"Reorganization"). The Deferred Shares do not carry voting rights (other than in
respect of resolutions affecting their class rights) and are effectively
subordinated to the Ordinary Shares (all of which are held by Aramex Bermuda) in
respect of all dividends, distributions and liquidation rights until such time
as the holders of Ordinary Shares have received $100 billion. Subsequent to the
Reorganization and prior to the Company's initial public offering, the Company's
shareholders owned the same proportion of outstanding shares of Aramex Bermuda
as they had held in Aramex Hong Kong prior to the Reorganization. Pursuant to
the Reorganization, Aramex Bermuda became the parent holding company of Aramex
Hong Kong.
The corporate structure of the Company's operating subsidiaries is in part
influenced by the laws of the countries in which the Company operates. Various
Middle Eastern and other governments require governmental approval prior to
investments by foreign persons and limit the extent of any such investment. As a
result, the Company generally operates through subsidiaries, sponsors, joint
ventures, service providers and agents.
The Company operates through wholly owned subsidiaries in Bahrain, France,
Greece, Jerusalem, Jordan, New York, Qatar, United Arab Emirates, United
Kingdom, Washington D.C., Hong Kong and the Palestinian Authority.
The Company has entered into sponsorship agreements whereby a domestic
company sponsors Aramex to obtain a charter or license. The Company has entered
into such agreements in Abu Dhabi, Bahrain, Cyprus, Dubai, Kuwait and Qatar.
The Company has entered into joint venture agreements in Bangladesh,
Canada, Egypt, India, Lebanon, Ramallah (the Palestinian Authority), Sri Lanka,
Azerbaijan and Turkey. The Company has entered into a technical services and
exclusive agency agreement in Saudi Arabia and Syria.
The Company has also entered into agency relationships with local service
providers whereby it appoints an agent to conduct its courier services in a
designated territory in return for royalties. The Company has entered into such
relationships or agreements in Bulgaria, Ethiopia, Iran, Libya, Oman, Pakistan,
Sri Lanka, Switzerland, Uzbekistan, Sudan and Yemen.
Whenever possible, if it deems it commercially reasonable to do so, the
Company routinely considers increasing its ownership or participation interest
in its joint ventures as well as convert its agency arrangements with certain of
its service providers into joint ventures.
13
<PAGE>
USE OF PROCEEDS
No net proceeds will be realized by the Company from the offer and resale
of the Shares offered hereby by the Selling Shareholders. The Company will
receive a total of approximately $840,000 in the event that all Shares of Common
Stock offered hereby are issued upon exercise of the Commonwealth Warrants. Such
proceeds will be used by the Company for working capital and other corporate
purposes. The Commonwealth Warrants may be exercised on a cashless basis. If the
Commonwealth Warrants are exercised on a cashless basis, the Company will not
receive any cash proceeds upon the exercise of the Commonwealth Warrants. The
Company has agreed to bear certain expenses (other than selling commissions and
fees and expenses of counsel and other advisers to the Selling Shareholders) in
connnection with the registration of the Shares being offered by the Selling
Shareholders.
14
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth, based upon information received by the
Company from, or on behalf of, such Selling Shareholder, (i) the number of
shares of Common Stock beneficially owned by each Selling Shareholder as of
August 1, 1998, (ii) the number of shares of Common Stock to be offered for
resale by each Selling Shareholder, and (iii) the number and percentage of
shares of Common Stock to be beneficially owned by each Selling Shareholder
after completion of the Offering. Except as set forth below, none of the Selling
Shareholders has had a material relationship with the Company during the past
three years.
<TABLE>
<CAPTION>
Share Beneficially
Owned After
No. of Shares of No. of Offering (1)
Common Stock Shares ----------------------
Name Beneficially Owned Offered Number Percent
- ---- ------------------ ------- ------ -------
<S> <C> <C> <C> <C>
Michael S. Falk (2)(3)(5) 28,817 28,817 0 *
Barton Ferris (2) 20,000 20,000 0 *
Robert Beuret (2)(3)(5) 7,777 7,777 0 *
Edmund Shea (2)(4) 4,598 4,598 0 *
Basil Ascuitto (2)(3)(5) 4,214 4,214 0 *
Robert Priddy (2)(5) 3,705 3,705 0 *
Keith Rosenbloom (2)(5) 3,415 3,415 0 *
James Walker (2) 2,500 2,500 0 *
Cornelia Eldridge (2)(5) 2,000 2,000 0 *
Joseph P. Wynne (2)(5) 1,945 1,945 0 *
Michael R. Lyall (2)(5) 1,945 1,945 0 *
Vincent Labarbara (2)(5) 1,771 1,771 0 *
Ilene Mirman 1,056 1,056 0 *
Anthony Giardina (2) 693 693 0 *
Murray Segal 642 642 0 *
Robert Tucker (2)(4) 513 513 0 *
Estate of Daniel Parker (4) 513 513 0 *
Robert O'Sullivan (2)(5) 471 471 0 *
Eric Rubenstein (2) 444 444 0 *
Eric Rand (2)(5) 767 767 0 *
Ronald Moschetta (2)(5) 555 555 0 *
Craig Leppla (2) 222 222 0 *
Robert Nass 332 332 0 *
Mark Danielli (2) 222 222 0 *
Michael Volpe (2)(5) 279 279 0 *
Stephen Labarbara (2)(5) 260 260 0 *
Andres Bello 110 110 0 *
Richard Campanella (2)(5) 110 110 0 *
Richard Galterio (2)(5) 57 57 0 *
Al Legere 57 57 0 *
Marco Guidice (2)(5) 46 46 0 *
Vincent Ricciardi (2)(5) 46 46 0 *
Inder Tallur (2)(5) 27 27 0 *
Commonwealth Associates, Inc.(6) 9,891 9,891 0 *
</TABLE>
- ----------
* Less than 1%
(1) Assumes that all Common Stock offered by the Selling Shareholder is sold.
(2) The Company has been informed that such person is an employee of
Commonwealth Associates, Inc., the representative of the underwriters of
the Company's initial public offering.
(3) The Company has been informed that such person is an executive Officer of
Commonwealth Associates Management Corp., Inc., the General Partner
and Commonwealth Associates, LP.
(4) The Company has been informed that such person is a limited Partner in
Commonwealth Associates LP.
(5) The Company has been informed that such person is a shareholder of
Commonwealth Associates Management Corp., Inc., the General Partner of
Commonwealth Associates LP.
(6) Commonwealth Associates, LP. ("Commonwealth") acted as the representative
of the underwriters in connection with the Company's initial public
offering consummated in January 1997. In connection with the Company's 1997
public offering, Commonwealth received a warrant to purchase the securities
being offered by it and the other Selling Shareholders hereby.
15
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 15,000,000 shares
of Common Stock, par value $.01 per share, and 5,000,000 shares of Preferred
Stock, par $.01 value per share. As of the date of this Prospectus, 4,929,688
shares of Common Stock are outstanding. After giving effect to the sale of the
shares offered hereby, there will be 5,029,688 shares of Common Stock
outstanding.
COMMON STOCK
The holders of shares of Common Stock are entitled to one vote per share on
all matters submitted to a vote at a meeting of shareholders. Each shareholder
may exercise such vote either in person or by proxy. Shareholders are not
entitled to cumulate their votes for the election of directors, which means that
the holders of more than 50% of the Common Stock voting for the election of
directors can elect all of the directors to be elected by holders of Common
Stock, in which event the holders of the remaining Common Stock voting will not
be able to elect any director. The Company has a staggered Board of Directors.
Subject to preferences to which holders of Preferred Stock issued after the sale
of the Common Stock offered hereby may be entitled, the holders of Common Stock
are entitled to receive ratably such dividends, if any, as may be declared from
time to time by the Board out of funds legally available therefor. The Company
does not presently anticipate paying cash dividends in the foreseeable future.
In the event of a liquidation, dissolution or winding up of the Company, the
holders of Common Stock are entitled to share ratably in all assets of the
Company which are legally available for distribution to shareholders, subject to
the prior rights on liquidation of creditors and to preferences to which holders
of Preferred Stock issued after the sale of the Common Stock offered hereby may
be entitled. The holders of Common Stock have no preemptive, subscription,
redemption or sinking fund rights. The Common Stock currently outstanding, and
the Common Stock offered hereby, is or will be validly issued, fully paid and
nonassessable.
PREFERRED STOCK
The Board has the authority to issue Preferred Stock in one or more series
and to fix the rights, preferences, privileges and restrictions thereof,
including dividend rights, dividend rates, conversion rights, voting rights,
terms of redemption (including sinking fund provisions), redemption prices and
liquidation preferences, and the number of shares constituting and the
designation of any such series, without further vote or action by the
shareholders. At present, the Company has no plans to issue any of the Preferred
Stock and is not aware of any pending or proposed transaction that would be
affected by such an issuance.
BERMUDA LAW
The following discussion is based upon the advice of Conyers Dill &
Pearman, Bermuda counsel for the Company.
The Company is an exempted company under the Companies Act 1981 of Bermuda
(the "Act"). The rights of the Company's shareholders, including those persons
who will become shareholders of the Company in connection with this Offering,
are governed by Bermuda law and the Company's Memorandum of Association and
Bye-laws. The Act differs in certain material respects from laws generally
applicable to United States corporations and their shareholders. The following
is a summary of certain provisions of Bermuda law and the Company's
organizational documents. This summary is not a comprehensive description of
such laws and documents and is qualified in its entirety by appropriate
reference to Bermuda law and to the organizational documents of the Company.
Dividends. Under Bermuda law, a company may pay such dividends as are
declared from time to time by its board of directors unless there are reasonable
grounds for believing that the company is or would, after the payment, be unable
to pay its liabilities as they become due or that the realizable value of its
assets would thereby be less than the aggregate of its liabilities and issued
share capital and share premium accounts.
Voting Rights. Under Bermuda law, save as otherwise provided in the Act or
the Bye-laws of the Company, questions brought before a general meeting of
shareholders are decided by a majority vote of shareholders present and voting
at the meeting. The Company's Bye-laws provide that, subject to the provisions
16
<PAGE>
of the Act, any questions proposed for the consideration of the shareholders
will be decided by a simple majority of the votes cast, on a show of hands, with
each shareholder present and each person holding proxies for any shareholder
entitled to one vote, unless a poll is requested. If a poll is requested, each
shareholder present in person or by proxy has one vote for each share held. A
poll may only be requested under the Company's Bye-laws by (i) the Chairman of
the meeting, (ii) at least three shareholders present in person or by proxy,
(iii) any shareholder or shareholders, present in person or by proxy, holding
between them not less than 10% of the total voting rights of all shareholders
having the right to vote at such meeting, or (iv) a shareholder or shareholders
present in person or by proxy holding voting shares in the company on which an
aggregate sum has been paid equal to not less than 10% of the total sum paid up
on all such voting shares.
Rights in Liquidation. Under Bermuda law and the Bye-laws, in the event of
liquidation or winding up of a company, after satisfaction in full of all claims
of creditors and subject to the preferential rights accorded to any series of
preferred shares, the proceeds of such liquidation or winding up are distributed
pro rata among the holders of common shares.
Meetings of Shareholders. Under Bermuda law, a company is required to
convene at least one general shareholders' meeting per calendar year. Bermuda
law provides that a special general meeting may be called by the board of
directors and must be called upon the request of shareholders holding not less
than 10% of the paid-up capital of the company carrying the right to vote.
Bermuda law also requires that shareholders be given at least five days' advance
notice of a general meeting but the accidental omission to give notice to any
person does not invalidate the proceedings at a meeting. Under the Bye-laws of
the Company, at least five days' notice of the annual general meeting and of any
special general meeting must be given to each shareholder.
Under Bermuda law, the number of shareholders constituting a quorum at any
general meeting of shareholders is determined by the bye-laws of a company. The
Company's Bye-laws provide that the presence in person or by proxy of the
holders of more than 50% of the voting capital stock of the Company constitutes
a quorum.
Access to Books and Records and Dissemination of Information. Members of
the general public have the right to inspect the public documents of a company
available at the office of the Registrar of Companies in Bermuda. These
documents include a company's Certificate of Incorporation, its Memorandum of
Association (including its objects and powers) and any alteration to its
Memorandum of Association. The shareholders have the additional right to inspect
the bye-laws of the company, minutes of general meetings and the company's
audited financial statements, which must be presented at the annual general
meeting. The register of shareholders of a company is also open to inspection by
shareholders without charge and by members of the general public on the payment
of a fee. A company is required to maintain its share register in Bermuda but
may, subject to the provisions of the Act, establish a branch register outside
Bermuda. The Company maintains a share register in New York, New York. A company
is required to keep at its registered office a register of its directors and
officers which is open for inspection for not less than two hours in each day by
members of the public without charge. Bermuda law does not, however, provide a
general right for shareholders to inspect or obtain copies of any other
corporate records.
Election or Removal of Directors. Under Bermuda law and the Company's
Bye-laws, directors are elected or appointed at the annual general meeting and
shall serve until their term of office expires or until their successors are
elected or appointed, unless they are earlier removed or resign. The Company has
a staggered Board of Directors.
Under Bermuda law and the Bye-laws of the Company, a director may be
removed at a special general meeting of shareholders specifically called for
that purpose, provided the director is served with at least 14 days' notice. The
director has a right to be heard at such meeting. Any vacancy created by the
removal of a director at a special general meeting may be filled at such meeting
by the election of another director in his or her place or, in the absence of
any such election, by the Board of Directors.
Amendment of Memorandum of Association and Bye-laws. Bermuda law provides
that the Memorandum of Association of a company may be amended by a resolution
passed at a general meeting of shareholders of which due notice has been given.
An amendment to the Memorandum of Association other than an amendment which
alters or reduces a company's share capital as provided in the Act, also
requires the approval of the
17
<PAGE>
Bermuda Minister of Finance, who may grant or withhold approval at his
discretion. The Bye-laws may be amended by the Board of Directors if such
amendment is approved by the shareholders by a resolution passed by a majority
of votes cast at a general meeting.
Under Bermuda law, the holders of an aggregate of no less than 20% in par
value of a company's issued share capital or any class thereof have the right to
apply to the Bermuda Court for an annulment of any amendment of the Memorandum
of Association adopted by shareholders at any general meeting, other than an
amendment which alters or reduces a company's share capital as provided in the
Act. Where such an application is made, the amendment becomes effective only to
the extent that it is confirmed by the Bermuda Court. An application for the
annulment of an amendment of the Memorandum of Association must be made within
21 days after the date on which the resolution altering the company's memorandum
is passed and may be made on behalf of the persons entitled to make the
application by one or more of their number as they may appoint in writing for
the purpose. No such application may be made by persons voting in favor of the
amendment.
Appraisal Rights and Shareholder Suits. Under Bermuda law, in the event of
an amalgamation of two Bermuda companies, a shareholder who is not satisfied
that fair value has been paid for his shares may apply to the Bermuda Court to
appraise the fair value of his shares. The amalgamation of a company with
another company requires the amalgamation agreement to be approved by the board
of directors and, except where the amalgamation is between a holding company and
one or more of its wholly owned subsidiaries or between two or more wholly owned
subsidiaries of the same holding company, by meetings of the holders of shares
of each company and of each class of such shares. Under Bermuda law, an
amalgamation also requires the consent of the Bermuda Minister of Finance, who
may grant or withhold such consent at his discretion.
Class actions and derivative actions are generally not available to
shareholders under Bermuda law. The Bermuda courts, however, would ordinarily be
expected to permit a shareholder to commence an action in the name of a company
to remedy a wrong done to the company where the act complained of is alleged to
be beyond the corporate power of the company or is illegal or would result in
the violation of the company's Memorandum of Association or Bye-laws.
Furthermore, consideration would be given by the Court to acts that are alleged
to constitute a fraud against the minority shareholders or, for instance, where
an act requires the approval of a greater percentage of the company's
shareholders than that which actually approved it.
When the affairs of a company are being conducted in a manner oppressive or
prejudicial to the interests of some part of the shareholders, one or more
shareholders may apply to the Bermuda Court for an order regulating the
company's conduct of affairs in the future or compelling the purchase of the
shares of any shareholder, by other shareholders or by the company.
TRANSFER AGENT AND BRANCH REGISTRAR
The Transfer Agent and Branch Registrar for the Common Stock is the
Continental Stock Transfer and Trust Company, New York, New York.
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CERTAIN FOREIGN ISSUER CONSIDERATIONS
The following discussion is based on the advice of Conyers Dill & Pearman,
Bermuda counsel to the Company.
The Company has been designated as a non-resident for exchange control
purposes by the Bermuda Monetary Authority ("BMA"). Consent under the Exchange
Control Act 1972 (and regulations promulgated thereunder) has been obtained from
the BMA for the sale or transfer to non-residents of Bermuda for exchange
control purposes of the Common Stock being offered pursuant to the Offering. In
addition, prior to this Offering, this Prospectus will be filed with the
Registrar of Companies in Bermuda in accordance with Bermuda law.
IT MUST BE DISTINCTLY UNDERSTOOD THAT, IN GRANTING SUCH CONSENT AND
ACCEPTING THIS PROSPECTUS FOR FILING, THE BMA AND THE REGISTRAR OF COMPANIES IN
BERMUDA WILL ACCEPT NO RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF ANY
PROPOSAL OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINIONS
EXPRESSED HEREIN.
Under Bermuda law, there are no limitations on the rights of non-Bermuda
resident owners of the Common Stock to hold or vote their shares. Because the
Company has been designated as a non-resident for Bermuda exchange control
purposes, there are no restrictions on its ability to transfer funds in and out
of Bermuda or to pay dividends to United States residents who are holders of the
Company's Common Stock, other than in respect of local Bermuda currency.
In the case of an applicant acting in a special capacity (for example, as
an executor or trustee), certificates may, at the request of the applicant,
record the capacity in which the applicant is acting. Notwithstanding the
recording of any such special capacity, the Company is not bound to investigate
or see to the execution of a trust pursuant to which any of its shares are held.
The Company will take no notice of any trust applicable to any of its shares
whether or not it had notice of such trust.
Under Bermuda law, the Company is an exempted company (that is, it is
exempted from the provisions of Bermuda law which stipulate that at least 60% of
the equity must be beneficially owned by Bermudians). Consents under The
Exchange Control Act 1972 of Bermuda (and regulations promulgated thereunder)
have been obtained for the issue and all subsequent transfers of the shares of
Common Stock offered by this Prospectus to and among persons not resident in
Bermuda for exchange control purposes. Persons regarded as residents of Bermuda
for exchange control purposes require specific consent under The Exchange
Control Act 1972 to acquire securities issued by the Company. The Act permits
companies to adopt bye-law provisions relating to the transfer of securities.
Neither Bermuda law, the Memorandum of Association nor the Bye-laws of the
Company impose limitations on the right of foreign nationals or nonresidents of
Bermuda to hold shares of the Company or vote such shares. Pursuant to the
provisions of Section 28 of the Act, there is no minimum subscription which must
be raised by the issue of the Common Stock to provide the funds required to be
provided in respect of the matters set forth in that section.
As an exempted company, the Company may not participate in certain business
transactions, including: (i) the acquisition or holding of land in Bermuda
(except that required for its business and held by way of lease or tenancy for
terms of not more than 21 years) without the express authorization of the
Bermuda legislature; (ii) the taking of mortgages on land in Bermuda to secure
an amount in excess of $50,000 without the consent of the Bermuda Minister of
Finance; (iii) the acquisition of bonds or debentures secured on land in
Bermuda, unless they are issued by the Bermuda Government or a public authority;
or (iv) the carrying on of business of any kind in Bermuda, except in certain
restricted circumstances such as carrying on business with another exempted
undertaking in furtherance of the business of the Company carried on outside
Bermuda or under a license granted by the Bermuda Minister of Finance. In
addition, present BMA policy permits no more than 20% of the share capital of an
exempted company to be held by Bermudians.
The Bermuda government actively encourages foreign investment in exempted
entities like the Company that are based in Bermuda but do not operate in
competition with local business. In addition to having no restrictions on the
degree of foreign ownership, the Company is subject neither to taxes on its
income or dividends nor to any foreign exchange controls in Bermuda. In
addition, there is no capital gains tax in Bermuda, and profits can be
accumulated by the Company, as required, without limitation.
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The following is a summary of the law relating to the enforcement of
foreign judgements in Jordan and represents the opinion of Ali Sharif Zu'bi &
Sharif Ali Zu'bi Law Firm, Jordan counsel to the Company, that the enforcement
of foreign judgements in Jordan is governed by Law No. 8 of 1952. Basically, a
foreign judgement may be enforced in Jordan by means of an application to the
competent court without retrial and reexamination of the merits or issues of the
case. Jordanian courts may, however, decline to enforce a foreign judgement (i)
if the court which passed the judgement was without competent jurisdiction, (ii)
if the defendant has not carried on any business within the jurisdiction of the
court which passed the judgement or was not resident within its jurisdiction and
did not willfully appear before the court or did not recognize its jurisdiction,
(iii) if the defendant was not notified to appear before the court which issued
the judgement or was not duly or properly served with notice, (iv) if the
judgement has been passed in a fraudulent manner, (v) if the defendant is able
to persuade the court that the judgement is not final, (vi) if the judgement
contravenes Jordanian public policy, and (vii) if the laws of the country of the
court which passed the judgement do not recognize and enforce judgements of
Jordanian courts.
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TAXATION
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following summary describes certain of the principal United States
federal income tax consequences relating to an investment in the Common Stock as
of the date hereof and represents the opinion of Orrick, Herrington & Sutcliffe
LLP, special United States counsel to the Company. The summary is based on the
Internal Revenue Code of 1986 (the "Code"), and existing final, temporary and
proposed Treasury Regulations, Revenue Rulings and judicial decisions, all of
which are subject to prospective and retroactive changes. The Company will not
seek a ruling from the Internal Revenue Service (the "IRS") with regard to the
United States federal income tax treatment relating to an investment in the
Common Stock and, therefore, there can be no assurance that the IRS will agree
with the conclusions set forth below. The summary does not purport to address
all federal income tax consequences that may be relevant to particular
investors. For example, the summary applies only to holders who hold the Common
Stock as a capital asset within the meaning of Section 1221 of the Code, and
does not address the tax consequences that may be relevant to investors in
special tax situations (including, for example, life insurance companies,
tax-exempt organizations, dealers in securities or currency, banks or other
financial institutions, or investors that hold the Common Stock as part of a
hedge, straddle or conversion transaction). Further, it does not address the
alternative minimum tax consequences of an investment in the Common Stock or the
indirect consequences to holders of equity interests in investors in the Common
Stock. ACCORDINGLY, PERSONS CONSIDERING THE PURCHASE OF THE COMMON STOCK SHOULD
CONSULT THEIR OWN TAX ADVISORS CONCERNING THE APPLICATION OF UNITED STATES
FEDERAL INCOME TAX LAWS, AS WELL AS THE LAWS OF ANY STATE, LOCAL OR FOREIGN
TAXING JURISDICTION, TO THEIR PARTICULAR SITUATIONS.
For purposes of this discussion, "Company" refers to Aramex International
Limited and "U.S. Holder" means a holder of Common Stock that is a citizen or
resident of the United States, a partnership or corporation created or organized
in the United States or any State thereof (including the District of Columbia),
or an estate or trust the income of which is subject to United States federal
income tax on a net income basis with respect to the Common Stock. The term
"non-U.S. Holder" refers to any holder of Common Stock other than a U.S. Holder.
TAXATION OF THE COMPANY
The Company believes that most of the Company's income currently is and,
according to the Company's plans set forth in "Business" above, will be from
sources outside the United States and not be effectively connected with the
conduct by the Company of a trade or business within the United States. However,
the Company may decide in the future to directly engage in a trade or business
within the United States. The Company generally will not be subject to United
States federal income tax on its income from sources outside the United States
that is not effectively connected with the conduct of a trade or business within
the United States. If the Company is treated as engaged in the conduct of a
trade or business within the United States it will be subject to United States
federal income tax on its United States effectively connected income in the same
manner as if it were a United States corporation, and will be subject to a
United States branch profits tax equal to 30% of such effectively connected
income, subject to adjustments.
In addition, the Company may be classified as a personal holding company (a
"PHC") for United States federal income tax purposes if both of the following
tests are satisfied: (i) at any time during the last half of the Company's
taxable year, five or fewer individuals (without regard to their citizenship or
residency) own or are deemed to own under certain attribution rules more than
50% of the stock of the Company by value (the "PHC Ownership Test") and (ii) the
Company receives 60% or more of its United States related gross income, as
specifically adjusted, from certain passive sources (the "PHC Income Test"). A
corporation classified as a PHC is taxed (currently at a rate of 39.6%) on
certain of its undistributed United States source income (e.g., dividends from
United States corporations) and United States effectively connected income, to
the extent such income is not distributed to shareholders.
Five or fewer individuals may own or be deemed to own more than 50% of the
Common Stock. Furthermore, the Company may receive distributions from United
States corporations after this Offering. As a result, the PHC Ownership Test and
the PHC Income Test may be satisfied after this Offering. The
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Company currently intends to manage its affairs so as to minimize liability for
the PHC tax, but there can be no assurance that the Company will be successful
in minimizing such tax. Further, in the future the Company may determine that
the Company's funds are better used for purposes other than making the
distributions required to minimize such tax.
TAXATION OF U.S. HOLDERS
Distributions of Common Stock. Distributions made by the Company with
respect to Common Stock generally will constitute dividends for federal income
tax purposes and will be taxable to a U.S. Holder as ordinary income to the
extent of the Company's undistributed current or accumulated earnings and
profits (as determined for United States federal income tax purposes).
Distributions in excess of the Company's current or accumulated earnings and
profits will be treated first as a nontaxable return of capital reducing the
U.S. Holder's tax basis in the Common Stock, thus increasing the amount of any
gain (or reducing the amount of any loss) which might be realized by such holder
upon the sale or exchange of such Common Stock. Any such distributions in excess
of the U.S. Holder's tax basis in the Common Stock will be treated as capital
gain to the U.S. Holder and will be either long-term or short-term capital gain
depending upon the U.S. Holder's federal income tax holding period for the
Common Stock. Dividends paid by the Company generally will not be eligible for
the dividends received deduction available to certain United States corporate
shareholders under Code Sections 243 and 245.
Sale or Exchange of Common Stock. A U.S. Holder of Common Stock generally
will recognize capital gain or loss upon the sale or exchange of the Common
Stock measured by the difference between the amount realized and the U.S.
Holder's tax basis in the Common Stock. The gain or loss on such disposition
will be long term capital gain or loss if the Common Stock has been held for
more than one year. The deductibility of capital losses is restricted and
generally may only be used to reduce capital gains to the extent thereof.
However, individual taxpayers generally may deduct annually $3,000 of capital
losses in excess of their capital gains.
Passive Foreign Investment Company. A foreign corporation generally will
be treated as a passive foreign investment company (a "PFIC") if, after applying
certain "look-through" rules, either (i) 75% or more of its gross income is
passive income or (ii) 50% or more of the average value of its assets is
attributable to assets that produce or are held to produce passive income.
Passive income for this purpose generally includes dividends, interest, rents,
royalties and gains from securities and commodities transactions. The
look-through rules require a foreign corporation that owns at least 25%, by
value, of an operating subsidiary to treat that proportion of the subsidiaries
assets and income as held or received directly by the foreign parent.
The Company does not believe that it is currently a PFIC nor does it
anticipate that it will be a PFIC in the future because it expects that less
than 75% of its annual gross income will be passive income and less than 50% of
its assets will be passive assets, based on the look-through rules, the current
income and assets of the Company and its subsidiaries, and the manner in which
the subsidiaries are anticipated to conduct their businesses in the future.
However, there can be no assurance that the Company is not or will not be
treated as a PFIC in the future. If the Company were to be treated as a PFIC,
all U.S. Holders may be required, in certain circumstances, to pay an interest
charge together with tax calculated at maximum rates on certain "excess
distributions," including any gain on the sale of Common Stock. In order to
avoid this tax consequence, a U.S. Holder (i) may be permitted to make a
"qualified electing fund" election, in which case, in lieu of such treatment
would be required to include in their taxable income certain undistributed
amounts of the Company's income or (ii) may elect to mark-to-market the Common
Stock and recognize ordinary income (or possible ordinary loss) each year with
respect to such investment and on the sale or other disposition of the Common
Stock. Neither the Company nor its advisors have the duty to or will undertake
to inform U.S. Holders of changes in circumstances that would cause the Company
to become a PFIC. U.S. Holders should consult their own tax advisors concerning
the status of the Company as a PFIC at any point in time after the date of this
Prospectus. There can be no assurance that the Company will be willing or able
to take the action necessary for a U.S. Holder to make a "qualified electing
fund" election in the event the Company is determined to be a PFIC.
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Controlled Foreign Corporation. If more than 50% of the stock (vote or
value) of the Company is owned, directly or indirectly, by U.S. Holders, each of
whom owns or is deemed to own under certain attribution rules 10% or more of the
total combined voting power of all classes of stock of the Company ("10%
Shareholder"), the Company will be treated as a "controlled foreign corporation"
(a "CFC") under Subpart F of the Code. One of the Company's existing
shareholder who is a 10% Shareholder may be considered as owning approximately
26.6% of the Common Stock immediately after this Offering. It is unclear how
controlling blocks of stock will be valued for these purposes. Accordingly, the
Company may be treated as a CFC for United States federal income tax purposes
even though 10% Shareholders do not own more than 50% of the outstanding Common
Stock.
The Company does not believe that it is a CFC and it is not anticipated
that the Company will become a CFC as a result of this Offering; however, no
assurance can be given that the Company will not be a CFC immediately after this
Offering or that it will not become a CFC as a result of future changes in its
ownership. If the Company were to be treated as a CFC, each 10% Shareholder
would be required to include in its taxable income as a deemed dividend its pro
rata share of certain undistributed income of the Company (which possibly could
be substantial) and certain investments by the Company in United States
property, and all or a portion of the gain from the sale or exchange of Common
Stock may be treated under Section 1248 of the Code as dividend income. Neither
the Company nor its advisors have the duty to or will undertake to inform U.S.
Holders of changes in circumstances that would cause the Company to become a
CFC. U.S. Holders should consult their own tax advisors concerning the status of
the Company as a CFC at any point in time after the date of this Prospectus.
Foreign Personal Holding Company. A foreign corporation may be classified
as a foreign personal holding company (a "FPHC") for federal income tax purposes
if both of the following tests are satisfied: (i) at any time during the taxable
year five or fewer individuals who are United States citizens or residents own
or are deemed to own (under certain attribution rules) more than 50% of its
stock (vote or value) and (ii) at least 60% (50% for years subsequent to the
year in which it becomes a FPHC) of its gross income (regardless of its source),
as specifically adjusted, is "foreign personal holding company income," which
includes dividends, interest, rents, royalties and gain from the sale of stock
or securities.
The Company does not believe that it is currently a FPHC nor does it
anticipate that it will be a FPHC in the future; however, no assurance can be
given that the Company is not or will not become a FPHC as a result of future
changes of ownership or changes in the nature of the income of the Company. If
the Company were to be classified as a FPHC, each U.S. Holder would be required
to include in income as a taxable constructive dividend its pro rata share of
the Company's undistributed foreign personal holding company income.
Form 5471. Any U.S. Holder who owns 10% or more (in voting power or value)
of the stock of the Company may be required to file IRS Form 5471 with the IRS
to report certain acquisitions or dispositions of stock of the Company. In
addition, annual filings of IRS Form 5471 would be required (i) by any U.S.
Holder of 10% or more (of the voting power in the case of a CFC, or value in the
case of a FPHC) of the stock of the Company, and (ii) by any U.S. Holder owning
more than 50%, in voting power or value, of the stock of the Company.
TAXATION OF NON-U.S. HOLDERS
Distributions on Common Stock. Distributions made by the Company with
respect to the Common Stock to non-U.S. Holders who are not engaged in the
conduct of a trade or business within the United States will be subject to
United States federal income tax only if 25% or more of the gross income of the
Company (from all sources for the three-year period ending with the close of the
taxable year preceding the declaration of the distribution) was effectively
connected with the conduct of a trade or business in the United States by the
Company. The Company does not anticipate engaging in the conduct of a trade or
business within the United States, except through its subsidiaries. However, if
the 25% threshold for such period is exceeded, a portion of any distribution
paid by the Company to a non-U.S. Holder could be subject to federal income tax
withholding at the rate of 30%; the portion of the distribution that could be
subject to withholding would correspond to the portion of the Company's gross
income for the period that is effectively connected to its conduct of a trade or
business within the United States.
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Sale or Exchange of Common Stock. A non-U.S. Holder will not be subject to
United States federal income tax on any gain realized upon the sale or exchange
of the Common Stock if such holder has no connection with the United States
other than holding the Common Stock and in particular (i) such gain is not
effectively connected with a trade or business in the United States of the
non-U.S. Holder, (ii) in the case of a non-U.S. Holder who is an individual
which has a "tax home" (as defined in Section 911(d)(3) of the Code) in the
United States, such non-U.S. Holder is not present in the United States for 183
days or more in the taxable year of such disposition, and (iii) the Company is
not and has not been at any time within 5 years preceding such disposition a
"U.S. real property holding corporation" (a "USRPHC") for federal income tax
purposes.
The Company believes that it is not and does not currently intend to become
a USRPHC, but no assurance can be given that the Company is not or will not
become a USRPHC in the future. In general, if the Company is determined to be a
USRPHC then non-U.S. Holders may be subject to United States federal income tax
on the sale or exchange of the Common Stock, and to withholding at a rate of 10%
on any such disposition. However, a non-U.S. Holder will not be subject to these
special rules even if the Company is determined to be a USRPHC provided that (i)
such non-U.S. Holder did not at any time during the five years ending on the
date of sale or disposition actually or constructively own more than 5% of the
Common Stock of the Company and (ii) the Common Stock is then "regularly traded"
on an established securities market in the United States. Since the Common Stock
is traded on the Nasdaq stock market and since it is regularly quoted by broker
dealers, the Common Stock should be considered to be "regularly traded" on an
established securities market. However, it is possible to interpret the current
Temporary Regulations as concluding that the Common Stock will not be considered
"regularly traded" at any time during which 50% or more thereof is owned by 100
or fewer persons, which will be the case after this Offering and for some time
to come.
United States Business. A non-U.S. Holder engaged in a trade or business
in the United States whose income from the Common Stock (including gain from the
sale or exchange thereof) is effectively connected with the conduct of such
trade or business will generally be subject to regular United States federal
income tax on such income in the same manner as if it were a U.S. Holder. In
addition, if such a holder is a foreign corporation, it may be subject to a
branch profits tax equal to 30% of its effectively connected earnings and
profits for the taxable year, subject to adjustments.
BACKUP WITHHOLDING
Distributions made by the Company with respect to the Common Stock and the
gross proceeds received from the disposition of the Common Stock may be subject
to certain information reporting to the IRS and to a 31% backup withholding tax.
However, backup withholding generally will not apply to payments made to certain
exempt recipients (such as a corporation or financial institution) or to a
holder who furnishes a correct taxpayer identification number or provides a
certificate of foreign status and provides certain other required information.
If backup withholding applies, the amount withheld is not an additional tax, but
is credited against such holder's United States federal income tax liability.
CERTAIN BERMUDA TAX CONSIDERATIONS
This section is a summary of the principal Bermuda tax considerations that
may be relevant to prospective purchasers of the Common Stock. Conyers Dill &
Pearman, special Bermuda counsel to the Company has delivered an opinion to the
Company to the effect that the discussion set forth below, to the extent that it
relates to matters of Bermuda tax consideration, is accurate in all material
respects. At the present time, there is no Bermuda income or profits tax,
withholding tax, capital gains tax, capital transfer tax, estate duty or
inheritance tax payable by a Bermuda company or its shareholders, other than
shareholders ordinarily resident in Bermuda. The Company has obtained an
assurance from the Minister of Finance under the Exempted Undertakings Tax
Protection Act 1966 that, in the event that any legislation is enacted in
Bermuda imposing any tax computed on profits or income, or computed on any
capital asset, gain or appreciation, or any tax in the nature of an estate duty
or inheritance tax, such tax shall not, until March 28, 2016, be applicable to
the Company or to any of its operations or to the shares, debentures or other
obligations of the Company except insofar as such tax applies to persons
ordinarily resident in Bermuda or any tax payable pursuant to the Land Tax Act
1967 in relation to any land leased to the Company. Therefore, there will be no
Bermuda tax consequences with respect to the sale of the Common Stock or with
respect to distributions in respect of the Common Stock. As an exempted company,
the
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Company is liable to pay in Bermuda an annual fee based upon its authorized
share capital and the premium on its shares.
OTHER COUNTRIES
The Company (and its subsidiaries) will likely be subject to tax on income
earned in each of the countries in which it does business (directly or through
subsidiaries or joint ventures). In addition, dividends from the Company's
subsidiaries may be subject to withholding tax when paid to the Company. The
Company has not to date analyzed the tax consequences of doing business in any
jurisdiction other than those described above.
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PLAN OF DISTRIBUTION
This Prospectus covers 100,000 shares of the Company's Common Stock. All of
the Shares offered hereby may be sold from time to time by the Selling
Shareholders. The securities covered by this Prospectus may be sold under Rule
144 instead of under this Prospectus. The Company will realize no proceeds from
the sale of the Shares, but will receive amounts upon exercise of the
Commonwealth Warrants, which amounts will be used for working capital and
general corporate purposes. The Commonwealth Warrants may be exercised on a
cashless basis (whereby the holder of Commonwealth Warrants will receive shares
with an aggregate market value of one Share over the Commonwealth Warrant
exercise price times the number of Commonwealth Warrants exercised). If the
Shares are exercised on a cashless basis, the Company will not receive any cash
proceeds upon the exercise of the Commonwealth Warrants.
The distribution of the Shares by the Selling Shareholders is not subject
to any underwriting agreement. The Selling Shareholders may sell the Shares
offered hereby from time to time in transactions on one or more exchanges, in
the over-the-counter market, in negotiated transactions, or a combination of
such methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices relating to prevailing market prices
or at negotiated prices.
From time to time the Selling Shareholders may pledge their Shares pursuant
to the margin provisions of customer agreements with their respective brokers.
Upon a default by the Selling Shareholders, such brokers may offer and sell the
pledged Shares.
Such transactions may be effected by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or the
purchasers of the Shares for whom such broker-dealers may act as agents or to
whom they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of the customary commissions). The Selling
Shareholders and any broker-dealers that participate with the Selling
Shareholders in the distribution of the Shares may be deemed to be underwriters
within the meaning of Section 2(11) of the Securities Act and any commissions
received by them and any profit on the resale of the Shares may be deemed to be
underwriting commissions or discounts under the Securities Act. The Selling
Shareholders will pay any transaction costs associated with effecting any sales
that occur.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with by the Company and the Selling
Shareholders.
Any broker-dealer acquiring Common Stock offered hereby may sell such
securities either directly, in its normal market-making activities, through or
to other brokers on a principal or agency basis or to its customers. Any such
sales may be at prices then prevailing on Nasdaq, at prices related to such
prevailing market prices or at negotiated prices to its customers or a
combination of such methods. In addition and without limiting the foregoing, the
Selling Shareholders will be subject to applicable provisions of Regulation M,
which may limit the timing of the purchases and sales of shares of Common Stock
by the Selling Shareholders.
The Selling Shareholders are not restricted as to the price or prices at
which it may sell their Shares. Sales of such Shares may have an adverse effect
on the market price of the Common Stock. Moreover, the Selling Shareholders are
not restricted as to the number of Shares that may be sold at any time, and it
is possible that a significant number of Shares could be sold at the same time
which may also have an adverse effect on the market price of the Company's
Common Stock.
The Company has agreed to pay all fees and expenses incident to the
registration of the Shares, except selling commissions and fees and expenses of
counsel or any other professionals or other advisors, if any, to the Selling
Shareholders.
This Prospectus also may be used, with the Company's consent, by donees or
other transferees of the Selling Shareholders, or by other persons acquiring the
Common Stock under circumstances requiring or making desirable the use of this
Prospectus for the offer and sale of such Shares.
26
<PAGE>
LEGAL MATTERS
The validity of the Stock of Common Stock offered hereby and certain other
matters of Bermuda law will be passed upon for the Company by Conyers Dill &
Pearman, located in Hamilton, Bermuda. Ali Sharif Zu'bi & Sharif Ali Zu'bi Law
Firm, located in Amman, Jordan, has acted as counsel to the Company with respect
to certain matters of Jordanian law. Certain legal matters with respect to
United States law will be passed upon for the Company by Orrick, Herrington &
Sutcliffe LLP, located in New York, New York.
EXPERTS
The financial statements incorporated by reference in this Registration
Statement, have been audited by Arthur Andersen and are incorporated by
reference herein in reliance upon the authority of said firms as experts in
giving said reports. With respect to the financial statements for 1995 and 1996,
Arthur Andersen's report states that with respect to certain subsidiaries its
report is based on the reports of other independent public accountants,
including Dr. Mohamed Al-Amri & Co., Mehta & Tengra, and Edward Isaacs &
Company, LLP.
27
<PAGE>
================================================================================
NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, OR ANY OTHER PERSON.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY
SECURITIES OTHER THAN THE SHARES OF COMMON STOCK OFFERED HEREBY, NOR DOES IT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SHARES OF COMMON STOCK OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Additional Information......................... 2
Incorporation of Certain Documents
by Reference................................. 2
Enforceability of Civil Liabilities
Against Foreign Persons...................... 3
Prospectus Summary............................. 4
The Company.................................... 4
Risk Factors................................... 7
The Company's Organization..................... 13
Use of Proceeds................................ 14
Selling Shareholders........................... 15
Description of Capital Stock................... 16
Certain Foreign Issuer Considerations.......... 19
Taxation....................................... 21
Plan of Distribution........................... 26
Legal Matters.................................. 27
Experts........................................ 27
</TABLE>
100,000 SHARES
ARAMEX
INTERNATIONAL
LIMITED
COMMON STOCK
------------------------
PROSPECTUS
------------------------
, 1998
===============================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are the estimated expenses expected to be incurred by the
Company (on behalf of itself and the Selling Shareholders) in connection with
this offering.
<TABLE>
<CAPTION>
NATURE OF FEES AND EXPENSES AMOUNT TO BE PAID
- ------------------------------------------------------- -----------------
<S> <C>
SEC Registration Fee................................... $ 248
Nasdaq National Market Listing Fee..................... 2,000
Legal Fees and Expenses................................ 10,000
Blue Sky Qualification Fees and Expenses............... 1,500
Printing Expenses...................................... 10,000
Miscellaneous.......................................... 3,252
-----------------
Total........................................ $27,000
-----------------
-----------------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
(i) Section 98 of the Companies Act 1981 of Bermuda renders void any
provisions, whether contained in a company's bye-laws or in any
contract between the company and any officer thereof, exempting such
officer from, or indemnifying such officer against, any liability
which by virtue of any rule of law would otherwise attach to him in
respect of any fraud or dishonesty of which he may be guilty in
relation of the company; provided, that a company may indemnify such
officer against any liability incurred by him in defending any
proceedings, criminal or civil, in which judgment is given in such
officer's favor or in which he is acquitted or when relief is granted
to such officer by the Supreme Court of Bermuda as provided for by the
Companies Act 1981.
(ii) Section 98A of the Companies Act 1981 of Bermuda provides that a
company may purchase and maintain insurance for the benefit of any
officer of the Company against any liability incurred by him in his
capacity as an officer of the company with respect to a violation of
his duty to exercise the care, diligence and skill that a reasonably
prudent person would exercise in comparable circumstances or
indemnifying such officer in respect of any loss arising or liability
attaching to him by virtue of any rule of law in respect of any
negligence, default, breach of duty or breach of trust of which the
officer may be guilty in relation to the company or any subsidiary
and that no provision of the Companies Act 1981 shall render any such
insurance policy void or voidable. The registrant intends to obtain
such an insurance policy prior to the closing of the offering
pursuant to this registration statement.
(iii) The Bye-laws of the registrant provide that the directors, secretary
and other officers for the time being of the Company and the
liquidatory or trustees (if any) for the time being acting in
relation to any of the affairs of the Company and every one of them,
and their heirs, executors and administrators, shall be indemnified
and secured harmless out of the assets of the Company from and
against all actions, costs, charges, losses, damages and expenses
which they or any of them, their heirs, executors or administers,
shall or may incur or sustain by or by reason of any act done,
concurred in or omitted in or about the execution of their duty, or
supposed duty, or in their respective offices or trusts, and none of
them shall be answerable for the acts, receipts, neglects or defaults
of the others of them or for joining in any receipts for the sake of
conformity, or for any bankers or other persons with whom any moneys
or effects belonging to the Company shall or may be lodged or
deposited for safe custody, or for the insufficiency or deficiency of
any security upon which any moneys or belonging to the Company shall
be placed out on or invested, or for any other loss, misfortune or
damage which may happen in the execution of their respective offices
or trusts, or in relation thereto, PROVIDED THAT this indemnity
II-1
<PAGE>
shall not extend to any matter in respect of any fraud or dishonesty
which may attach to any of said persons.
The Bye-laws also provide that the registrant may purchase insurance on
behalf of any person, including officers and directors, serving at the
request of the registrant against any liability asserted against such
person.
The registrant intends to enter into agreements with its directors and
executive officers which provide for indemnification of such persons against
judgments, fines, penalties, charges and expenses suffered or incurred by them
in their capacity as representatives of the registrant. The agreements will
provide that, in certain circumstances, the registrant may reimburse or advance
funds to any person in respect of expenses incurred in advance of the final
disposition of any suit, claim or proceeding.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ ----------------------------------------------------------------------
<S> <C>
1.1 Form of Underwriting Agreement with Scott & Stringfellow, Inc. (3)
3.1 Memorandum of Association of Aramex International Limited (1)
3.2 Bye-laws of Aramex International Limited (1)
4.1 Specimen of Common Stock Certificate (1)
4.2 Form of Underwriter's Warrant Agreement, for the Company's initial
Public Offering, including form of Redeemable Warrant Certificate (1)
5.1 Opinion of Conyers, Dill & Pearman (4)
8.1 Opinion of Conyers, Dill & Pearman relating to tax matters (4)
8.2 Opinion of Orrick, Herrington & Sutcliffe LLP relating to tax matters
10.1 Stock Option Plan (1)
10.2 Form of Agreement granting a license to use the Aramex name (1)
10.3 Form of Management Agreement (1)
10.4 Form of Agreement with each of the Company's Middle East (MED) Mail
Order Catalog Companies (1)
10.5 Employment Agreement dated as of November 4, 1996 between Aramex
International Limited and William Kingson (1)
10.6 Employment Agreement dated as of November 4, 1996 between Aramex
International Limited and Fadi Ghandour (1)
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ ----------------------------------------------------------------------
<S> <C>
10.7 Form of Indemnification Agreement, between Aramex International
Limited and members of the Board of Directors (1)
10.8 Stock Purchase Agreement dated as of October 22, 1996 between William
Kingson, Fadi Ghandour, Rula Ghandour and Airborne Freight
Corporation (1)
10.9 Shareholders Agreement dated as of October 22, 1996 between William
Kingson, Fadi Ghandour, Rula Ghandour and Airborne Freight
Corporation (1)
10.10 Amendment No. 1 to Shareholders Agreement dated as of December 11,
1996 between William Kingson, Fadi Ghandour, Rula Ghandour and Airborne
Freight Corporation as amended by Agreement dated as of December 12,
1996 (1)
10.11 Nominee Shareholder Agreement dated January 1, 1995 by and between
Raghida Ali Ghandour and Aramex International Limited (1)
10.12 Nominee Shareholder Agreement dated January 1, 1995 by and between
Fadi Ali Ghandour and Aramex International Limited (1)
10.13 Amendment No. 1 to each of the Nominee Shareholder Agreements dated as
of December 23, 1996 (1)
21.1 List of subsidiaries of Aramex International Limited (3)
23.1 Consent of Edward Isaacs & Company LLP
23.2 Consent of Arthur Andersen
23.3 Consent of Mehta & Tengra
23.4 Consent of Dr. Mohamed Al-Amri & Co.
23.5 Consent of Orrick, Herrington & Sutcliffe LLP
23.6 Consent of Ali Sharif Zu'bi & Sharif Ali Zu'bi
23.7 Consent of Conyers Dill & Pearman
24.1 Powers of attorney executed by certain officers and directors of the
Registrant (included on signature page)
99.1 Press Release dated March 31, 1997 (2)
99.2 Press Release dated June 30, 1997 (2)
</TABLE>
- ------------------
(1) Previously filed together with the Registrant's Registration Statement on
Form F-1 (File No. 333-15639) as amended and incorporated herein by
reference.
(2) Previously filed together with Registrant's Quarterly Report on Form 6-K
(File No. 0-2918) dated September 12, 1997 incorporated herein by reference.
(3) Previously filed together with the Registrant's Registration Statement on
Form F-1 (File No. 333-49841)
(4) To be filed by amendment.
ITEM 17. UNDERTAKINGS
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
(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.
II-3
<PAGE>
represent no more than a 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.
(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.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and where the interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
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.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM F-3, AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF NEW YORK, ON AUGUST 4, 1998.
ARAMEX INTERNATIONAL LIMITED
By: /s/ WILLIAM S. KINGSON
----------------------------------
William S. Kingson
Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints William S. Kingson and Fadi Ghandour, and each
of them, his or her true and lawful agent, proxy and attorney-in-fact, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to (i) act on, sign and file with the
Securities and Exchange Commission any and all amendments (including
post-effective amendments) to this Registration Statement together with all
schedules and exhibits thereto, (ii) act on, sign and file with the Securities
and Exchange Commission any registration statement relating to this Offering
that is to be effective upon filing pursuant to the Securities Act of 1933, as
amended, (iii) act on, sign and file with the Securities and Exchange Commission
any exhibits to such registration statement or pre-effective or post-effective
amendments, (iv) act on, sign and file such certificates, instruments,
agreements and other documents as may be necessary or appropriate in connection
therewith, (v) act on and file any supplement to any prospectus included in this
registration statement or any such amendment and (vi) take any and all actions
which may be necessary or appropriate in connection therewith, granting unto
such agents, proxies and attorneys-in-fact, and each of them, full power and
authority to do and perform each and every act and thing necessary or
appropriate to be done (including any prospectus included in this registration
statement or any such amendment with the Bermuda Register of Companies), as
fully for all intents and purposes as he or she might or could do in person,
hereby approving, ratifying and confirming all that such agents, proxies and
attorneys-in-fact, any of them or any of his, her or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE OF CAPACITIES DATE
- ------------------------------------------------ ------------------------------------------------ --------------
<S> <C> <C>
/s/ WILLIAM S. KINGSON Chairman of the Board August 4, 1998
- -------------------------------------- (Principal Executive Officer)
William S. Kingson
/s/ FADI GHANDOUR President and Chief Executive Officer August 4, 1998
- --------------------------------------
Fadi Ghandour
/s/ RULA GHANDOUR Director August 4, 1998
- --------------------------------------
Rula Ghandour
/s/ ROY LILJEBECK Director August 4, 1998
- --------------------------------------
Roy Liljebeck
/s/ AYED AL-JEAID Director August 4, 1998
- --------------------------------------
Ayed Al-Jeaid
/s/ EMAD SHISHTAWI Accounting and Finance Manager August 4, 1998
- -------------------------------------- (Principal Financial and Accounting Officer)
Emad Shishtawi
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ ---------------------------------------------------------------------------------------------
<S> <C>
1.1 Form of Underwriting Agreement with Scott & Stringfellow, Inc. (3)
3.1 Memorandum of Association of Aramex International Limited (1)
3.2 Bye-laws of Aramex International Limited (1)
4.1 Specimen of Common Stock Certificate (1)
4.2 Form of Underwriter's Warrant Agreement, for the Company's initial Public Offering, including
form of Redeemable Warrant Certificate (1)
5.1 Opinion of Conyers Dill & Pearman (4)
8.1 Opinion of Conyers Dill & Pearman relating to tax matters (4)
8.2 Opinion of Orrick, Herrington & Sutcliffe LLP relating to tax matters
10.1 Stock Option Plan (1)
10.2 Form of Agreement granting a license to use the Aramex name (1)
10.3 Form of Management Agreement (1)
10.4 Form of Agreement with each of the Company's Middle East (MED) Mail Order Catalog
Companies (1)
10.5 Employment Agreement dated as of November 4, 1996 between Aramex International Limited and
William Kingson (1)
10.6 Employment Agreement dated as of November 4, 1996 between Aramex International Limited and
Fadi Ghandour (1)
10.7 Form of Indemnification Agreement, between Aramex International Limited and members of the
Board of Directors (1)
10.8 Stock Purchase Agreement dated as of October 22, 1996 between William Kingson, Fadi Ghandour,
Rula Ghandour and Airborne Freight Corporation (1)
10.9 Shareholders Agreement dated as of October 22, 1996 between William Kingson, Fadi Ghandour,
Rula Ghandour and Airborne Freight Corporation (1)
10.10 Amendment No. 1 to Shareholders Agreement dated as of December 11, 1996 between William
Kingson, Fadi Ghandour, Rula Ghandour and Airborne Freight Corporation as amended by
Agreement dated as of December 12, 1996 (1)
10.11 Nominee Shareholder Agreement dated January 1, 1995 by and between Raghida Ali Ghandour and
Aramex International Limited (1)
10.12 Nominee Shareholder Agreement dated January 1, 1995 by and between Fadi Ali Ghandour and
Aramex International Limited (1)
10.13 Amendment No. 1 to each of the Nominee Shareholder Agreements dated as of December 23, 1996 (1)
21.1 List of subsidiaries of Aramex International Limited (3)
23.1 Consent of Edward Isaacs & Company LLP
23.2 Consent of Arthur Andersen
23.3 Consent of Mehta & Tengra
23.4 Consent of Dr. Mohamed Al-Amri & Co.
23.5 Consent of Orrick, Herrington & Sutcliffe LLP
23.6 Consent of Ali Sharif Zu'bi & Sharif Ali Zu'bi
23.7 Consent of Conyers Dill & Pearman
24.1 Powers of attorney executed by certain officers and directors of the Registrant (included on
signature page)
99.1 Press Release dated March 31, 1997 (2)
99.2 Press Release dated June 30, 1997 (2)
</TABLE>
- ------------------
(1) Previously filed together with the Registrant's Registration Statement on
Form F-1 (File No. 333-15639) as amended and incorporated herein by
reference.
(2) Previously filed together with Registrant's Quarterly Report on Form 6-K
(File No. 0-2918) dated September 12, 1997 incorporated herein by reference.
(3) Previously filed together with the Registrant's Registration Statement on
Form F-1 (File No. 333-49841).
(4) To be filed by amendment.
EXHIBIT 8.2
[LETTERHEAD OF ORRICK HERRINGTON & SUTCLIFFE LLP]
August 5, 1998
Aramex International Limited
2 Badr Shaker Alsayyab Street
Um Uthayna, Amman, Jordan
Ladies and Gentlemen:
We have acted as United States counsel to Aramex International Limited (the
"Company") in connection with the proposed issuance by the Company of common
stock pursuant to the Registration Statement of the Company on the Form F-3 (the
"Registration Statement"), filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, (collectively, the
"Securities"). In connection therewith, you have requested our opinion regarding
certain United States federal income tax matters.
In formulating our opinion, we have examined such documents as we have deemed
appropriate, including (but not limited to) the Registration Statement. In
addition, we have obtained such additional factual representations and
information as we have deemed relevant and necessary through consultation with
a representative of the Company.
Based on the foregoing, we are of the opinion that the statements in the
Registration Statement under the caption "Taxation--Certain United States
Federal Income Tax Considerations," insofar as such statement constitute
summaries of United States federal income tax laws, are accurate in all material
respects.
The foregoing opinion is based on the Internal Revenue Code of 1986 (the
"Code"), existing final, temporary and proposed Treasury Regulations, Internal
Revenue Service rulings and pronouncements and judicial decision all of which
are subject to prospective and retroactive changes. You should be aware that an
opinion of counsel is not binding on the Internal Revenue Service or the courts,
and the authorities on which our opinions are based are subject to varying
interpretations. In addition, our opinions cannot be relied upon if any of the
factual information obtained from the Company or facts contained in the
documents that we have examined are, or later become, inaccurate. No opinion is
expressed on any matters other than those specifically referred to herein. We do
not undertake to update this opinion for changes of law or facts that come to
our attention after the date hereof.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and all references to our firm included in or made a part
of the Registration Statement.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
[LETTERHEAD OF EDWARD ISAACS & COMPANY LLP]
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the use in this Registration Statement of our reports dated
February 5, 1997, January 28, 1997, March 30, 1996, and December 1, 1995
(relating to the financial statements of Aramex International Courier, Ltd.,
Aramex International Courier of Virginia, Inc., Aramex International Courier
Ltd. and Subsidiary, Aramex International Courier of N.J., Inc., and Aramex
International Courier-Texas, Ltd., respectively, not presented separately
herein) and to all references to our firm included in or made a part of the
Registration Statement on Form F-3 and related prospectus of Aramex
International Limited.
/s/ Edward Isaacs & Company LLP
New York, New York
August 4, 1998
[LETTERHEAD OF ARTHUR ANDERSEN]
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To: Aramex International Limited
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form F-3 of our report dated
February 10, 1998, and to all references to our firm included in or made a part
of this registration statement.
/s/ ARTHUR ANDERSEN
Manama-Bahrain
August 4, 1998
[LETTERHEAD OF MEHTA & TENGRA]
EXHIBIT 23.3
August 4, 1998
The Directors
Aramex Interntional Limited
Regional Office
P.O. Box 960913
Amman
Jordan
Dear Sirs
ARAMEX (UK) INTERNATIONAL COURIER LTD and ARAMEX INTERNATIONAL COURIER
FRANCE SARL
As former Auditors to the above Companies, we hereby consent to the (i) use of
our report dated 18 April 1996 (except with resepct to the cash flow statement
as to which the date is 23 December 1996) for the year ended 31 December 1995,
relating to Aramex (U.K.) International Courier Ltd and our report dated 30
December 1996 for the year ended 31 December 1995 relating to the financial
statements of Aramex International Courier France Sarl, and (ii) all references
of our firm included in or made a part of the Registration Statement on Form F-3
and related prospectus of Aramex International Limited.
We confirm that we were independent Auditors to Aramex (U.K.) International
Courier Ltd., and to Aramex International Courier France Sarl within the meaning
of the Securities Act of 1933 and the applicable published rules and regulations
thereunder.
Yours faithfully,
/s/ Mehta & Tengra
- ----------------------
MEHTA & TENGRA
London, United Kingdom
Authorized by: The Institute of Chartered Accountants in England and Wales
to carry on Investment Business
Jehangir J. Mehta B. Com Perosha B. Tengra
[LETTERHEAD OF DR. MOHAMED AL-AMRI & CO.]
EXHIBIT 23.4
TO
AL-AWSAT INTERNATIONAL
TRANSPORT COMPANY LIMITED
JEDDAH,
SAUDI ARABIA.
We have been the independent auditors of Al-Awsat International Transport
Company Limited for the year ended December 31, 1995.
We hereby consent to the use of our audit report dated February 25, 1996 except
with respect to the cash flow statement as to which the date is December 24,
1996 on Al-Awsat International Transport Company's financial statements for the
year ended December 31, 1995 and to all references to our firm in connection
therewith included in or made a part of the Registration Statement and related
prospectus.
FOR DR. MOHAMED AL-AMRI & CO.
Dr. Mohamed A. Al-Amri
Senior Partner
August 4, 1998
EXHIBIT 23.6
[LETTERHEAD OF
ALI SHARIF ZU'BI & SHARIF ALI ZU'BI
ADVOCATES & LEGAL CONSULTANTS]
Our Ref. 7/1/98 August 4, 1998
Aramex International Limited
2 Badr Shaker Alsayyab Street
Um Uthayria, Amman, Jordan.
Re: Aramex International Limited Registration
Statement on Form F-3
Ladies and Gentlemen,
At your request, we are rendering this opinion in connection with a
proposed registration by Aramex International Limited, a Bermuda Corporation
("the Company"), of up to 100,000 shares of common shares, $0.01 par value (the
"Common Shares"), such shares underlying the warrants granted to the
underwriters of the Company's initial public offering.
We hereby confirm that the last paragraph contained under the heading
"Certain Foreign Issuer Consideration" of the Registration Statement is an
accurate summary of the matters referred to therein.
We hereby consent to the reference to our name in the Registration
Statement.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever if appears in said
Registration Statement, including the Prospectus constituting a part thereof, as
originally filed or as subsequently amended or supplemented. In giving such
consent, we do not consider that we are "experts" within the meaning of such
term as used in the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission issued thereunder, with
respect to any part of the Registration Statement, including this opinion as an
exhibit or otherwise.
Very Truly yours,
/s/ Khaled Asfour
-----------------------------
Ali Sharif Zu'bi & Sharif Ali
Zu'bi Law Office
