As filed with the Securities and Exchange Commission on June 23, 1997
Registration No. 333-17117
================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
SHEFFIELD ACQUISITIONS, INC.
---------------------------------
(Exact Name of registrant as specified in its charter)
Delaware 52-1995536 6770
(State or other (I.R.S. Employer (Primary Standard
jurisdiction of Identification Industrial Classifica-
incorporation or Number) tion Code)
organization)
----------
1504 R Street, N.W.
Washington, D.C. 20009
(202) 387-1782
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
James M. Cassidy, President
Sheffield Acquisitions, Inc.
1504 R Street, N.W.
Washington, D.C. 20009
(202) 387-1782
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
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]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum Amount of
Title of Amount Offering Aggregate Regis-
Securities to be Price Offering tration
to be Registered Registered(1) per Share(2) Price Fee
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common 500,000 $.001 $500 $100
Stock par value $.0001
to be distributed as a
dividend
Total 500,000 $.001 $500 $100 (3)
</TABLE>
(1) Based upon the maximum number of shares of Sheffield Common Stock
estimated to be distributed as a dividend. No consideration will be paid
for the securities.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Paid by electronic transfer.
<PAGE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION
STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO
DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
<PAGE>
PROSPECTUS
SHEFFIELD ACQUISITIONS, INC.
500,000 Shares of Common Stock
This Prospectus is being furnished to holders of common stock of
Thornbury Capital Corporation ("Thornbury Capital") by Sheffield
Acquisitions, Inc. ("Sheffield"), a blank check company, in connection with
the distribution (the "Distribution") to them of up to 500,000 shares (the
"Dividend Shares") of common stock of Sheffield, par value $.0001 per
share (the "Sheffield Common Stock"). SEE "BUSINESS--The
Distribution". In the Distribution, each Thornbury Capital stockholder will
receive one Dividend Share for each share of Thornbury Capital common
stock owned as of the date of distribution of the Dividend Shares (the
"Distribution Date"). Neither Thornbury Capital nor Sheffield will receive
any cash or other proceeds from the Distribution, and Thornbury Capital
stockholders will not make any payment for the Dividend Shares. SEE
"BUSINESS--The Distribution."
Sheffield has been formed to provide a method for a foreign or
domestic private company to become a reporting (public) company whose
securities are qualified for trading in the United States secondary market.
Sheffield will attempt to locate and negotiate with a Target Business for the
merger of that Target Business into Sheffield. In certain instances, a Target
Business may wish to become a subsidiary of Sheffield or contribute assets
to Sheffield rather than merge. No assurances can be given that Sheffield
will be successful in locating or negotiating with any Target Business.
THE DISTRIBUTION OF THE DIVIDEND SHARES WILL BE
CONDUCTED IN ACCORDANCE WITH RULE 419 ("RULE 419")
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THE DIVIDEND SHARES WILL BE HELD IN ESCROW
UNTIL THE COMPLETION OF A BUSINESS COMBINATION (AS
DEFINED HEREIN) IN COMPLIANCE WITH RULE 419. SEE
"INVESTORS' RIGHTS AND SUBSTANTIVE PROTECTION UNDER
RULE 419".
There is no current public trading market for the Dividend Shares and none
is expected to develop, if at all, until after a Business Combination, if such
occurs.
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" CONTAINED IN THIS PROSPECTUS
BEGINNING ON PAGE 9.
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.
<TABLE>
<CAPTION>
Underwriting
Maximum Price Discounts Proceeds
to Public (1) and Commissions to Sheffield
<S> <C> <C> <C>
Per Share $0.00 -0- $0.00
Total $0.00 -0- $0.00
</TABLE>
(1) No consideration will be paid by Thornbury Capital stockholders in
connection with the distribution of the Dividend Shares.
-------------------------
The date of this Prospectus is __________, 1997.<PAGE>
<PAGE>
SHAREHOLDERS OF THORNBURY CAPITAL WERE RESIDENTS OF
NEW YORK STATE OR THE DISTRICT OF COLUMBIA AT THE
TIME OF THEIR SUBSCRIPTION, IN WHICH JURISDICTIONS NO
RESTRICTIONS ARE CURRENTLY IMPOSED ON THE
DISTRIBUTION AS CONTEMPLATED HEREIN. IN THE EVENT A
SHAREHOLDER RELOCATES OR THE LAWS OF THE DISTRICT OF
COLUMBIA OR NEW YORK STATE CHANGE BY THE TIME OF THE
DISTRIBUTION, SOME RESTRICTIONS COULD EXIST ON THE
PARTICIPATION IN THE DISTRIBUTION OR TRANSFERABILITY OF
THE DIVIDEND SHARES. SELF-EXECUTING EXEMPTIONS FROM
STATE SECURITIES REGISTRATION ARE CURRENTLY AVAILABLE
IN THE STATES OF ALASKA, ALABAMA, ARIZONA, ARKANSAS,
CONNECTICUT, FLORIDA, GEORGIA, ILLINOIS, KANSAS,
KENTUCKY, LOUISIANA, MARYLAND, MASSACHUSETTS,
MICHIGAN, MISSISSIPPI, MISSOURI, NEVADA, NEW JERSEY, NEW
MEXICO, NORTH CAROLINA, OKLAHOMA, OREGON, SOUTH
CAROLINA, SOUTH DAKOTA, TENNESSEE, AND TEXAS.
THE COMPANY'S OFFERING IS SUBJECT TO THE PROVISIONS OF
RULE 419. WHILE HELD IN THE ESCROW ACCOUNT, RULE 15G-8
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, MAKES IT UNLAWFUL FOR ANY PERSON TO SELL OR
OFFER TO SELL THE DEPOSITED SECURITIES (OR ANY INTEREST
IN OR RELATED TO THE DEPOSITED SECURITIES). INVESTORS
ARE PROHIBITED FROM MAKING ANY ARRANGEMENTS TO SELL
THE DEPOSITED SECURITIES UNTIL THEY ARE RELEASED FROM
THE ESCROW ACCOUNT. SEE "RISK FACTORS" AND
"DISTRIBUTION--TRANSFER OF DIVIDEND SHARES WHILE IN
ESCROW.
IF A BUSINESS COMBINATION OCCURS, SHEFFIELD WILL FILE A
POST-EFFECTIVE AMENDMENT TO THIS REGISTRATION
STATEMENT DESCRIBING THE BUSINESS COMBINATION. ANY
PERSONS PURCHASING THE DIVIDEND SHARES FOLLOWING
THEIR RELEASE FROM ESCROW SHOULD READ CAREFULLY THE
POST-EFFECTIVE AMENDMENT WHICH DESCRIBES THE
BUSINESS COMBINATION.
<PAGE>
AVAILABLE INFORMATION
Sheffield has filed with the Securities and Exchange Commission
(the "Commission") a Registration Statement on Form S-1 (the
"Registration Statement") under the Securities Act with respect to the
securities offered hereby. This Prospectus does not contain all the
information contained in the Registration Statement. For further
information regarding Sheffield and the securities offered hereby, reference
is made to the Registration Statement, including all exhibits and schedules
thereto, which may be inspected without charge at the public reference
facilities of the Commission's Washington, D.C. office, 450 Fifth Street,
N.W., Washington, D.C. 20549. Each statement contained in this
Prospectus with respect to a document filed as an exhibit to the Registration
Statement is qualified by reference to the exhibit for its complete terms and
conditions.
After the Distribution, Sheffield will be subject to the informational
requirements of the Securities Exchange Act of 1934 ("Exchange Act") and
in accordance therewith will file reports and other information with the
Commission. Reports, proxy statements and other information filed by the
Company can be inspected and copied on the Commission's home page on
the World Wide Web at http://www.sec.gov or at the public reference
facilities of the Commission, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as the following Regional Offices: 7
World Trade Center, Suite 1300, New York, N.Y. 10048; and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois.
60661-2511. Such material can also be inspected at the New York, Boston,
Midwest, Pacific and Philadelphia Stock Exchanges. Copies can be
obtained from the Commission by mail at prescribed rates. Request should
be directed to the Commission's Public Reference Section, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549.
Sheffield intends to furnish its stockholders with annual reports
containing audited financial statements and such other reports as may be
required by law.
EXPLANATORY NOTE
Sheffield has been formed to provide a method for a foreign or
domestic private company ("Target Business") to become a reporting
("public") company whose securities are qualified for trading in the United
States secondary market.
Sheffield will attempt to locate and negotiate with a Target Business
for the merger of that Target Business into Sheffield. In certain instances, a
Target Business may wish to become a subsidiary of Sheffield or may wish
to contribute assets to Sheffield rather than merge. No assurances can be
given that Sheffield will be successful in locating or negotiating with any
Target Business.
There are certain perceived benefits to being a reporting company
with a class of publicly-traded securities. These are commonly thought to
include the following:
* the ability to use registered securities to make
acquisition of assets or businesses;
* increased visibility;
* the facilitation of borrowing from financial
institutions;
* improved trading efficiency;
* shareholder liquidity;
* greater ease in subsequently raising capital;
* compensation of key employees through stock
options;
* enhanced corporate image;
* a presence in the United States capital market.
A Target Company, if any, which may be interested in a Business
Combination with Sheffield may include the following:
* a company for whom a primary purpose of
becoming public is the use of its securities for
the acquisition of assets or businesses;
* a company which is unable to find an
underwriter of its securities or is unable to find
an underwriter of securities on terms
acceptable to it;
* a company which wishes to become public with
less dilution of its common stock than would
occur upon an underwriting;
* a company which believes that it will be able
obtain investment capital on more favorable
terms after it has become public;
* a foreign company which may wish an initial
entry into the United States securities market;
* a special situation company, such as a company
seeking a public market to satisfy redemption
requirements under a qualified Employee Stock
Option Plan;
* a company seeking one or more of the other
perceived benefits of becoming a public
company.
A Business Combination with a Target Business will normally
involve the transfer to the Target Business of the majority of common stock
of Sheffield, and the substitution by the Target Business of its own
management and board of directors. If a Business Combination is
concluded between Sheffield and a Target Business, shareholders of
Thornbury Capital will also become shareholders of Sheffield.
The Dividend Shares will be held in escrow by the Distribution
Agent and will not be released until after a Business Combination. The
negotiation of a Business Combination and its terms will be conducted
exclusively by Management of Sheffield and may not be subject to the vote
or approval of the Sheffield shareholders. There are no restrictions imposed
upon Management or binding criteria established in regard to selection of a
Target Business.
If a Business Combination occurs, Thornbury Capital shareholders to
whom the Dividend Shares are distributed will receive a Post-Effective
Amendment to this Registration Statement describing the Business
Combination before the Dividend Shares are released from escrow. Any
persons purchasing the Dividend Shares following their release from escrow
should read carefully the Post-Effective Amendment which describes the
Business Combination.
No assurances can be given that Sheffield will be able to enter into a
Business Combination, as to the terms of a Business Combination, or as to
the nature of the Target Business. If a Business Combination is not
completed within 18 months of the effective date of the initial Registration
Statement of which this Prospectus is a part, the offering will terminate and
the Dividend Shares will be deregistered.
<PAGE>
RISK FACTORS
NO OPERATING HISTORY; LIMITED RESOURCES; NO PRESENT
SOURCE OF REVENUES
Sheffield, organized on September 25, 1996, is a development stage
company and has not, as of the date hereof, attempted to seek a Business
Combination. Sheffield has no operating history and, accordingly, there is
only a limited basis upon which to evaluate Sheffield's prospects for
achieving its intended business objectives. To date, Sheffield's efforts have
been limited to organizational activities and the preparation of the
Registration Statement of which this Prospectus is a part. Sheffield has
limited resources and has had no revenues to date. In addition, Sheffield
will not achieve any revenues until, at the earliest, the consummation of a
Business Combination. Moreover, there can be no assurance that any
Target Business, at the time of Sheffield's consummation of a Business
Combination, or at any time thereafter, will derive any material revenues
from its operations or operate on a profitable basis. SEE "BUSINESS."
UNSPECIFIED BUSINESS
Stockholders of Sheffield will not have an opportunity to evaluate the
specific merits or risks of any Business Combinations. As a result,
investors will be dependent on the judgment of Management in connection
with the selection of a Target Business. There can be no assurance that
determinations ultimately made by Sheffield will permit Sheffield to achieve
its business objectives. However, stockholders entitled to receive Dividend
Shares will be entitled to elect whether to become shareholders of Sheffield
after agreement to a Business Combination. SEE "INVESTORS' RIGHTS
AND SUBSTANTIVE PROTECTION UNDER RULE 419" and
"BUSINESS." As of the date hereof, none of Sheffield's officers,
directors, promoters, or their affiliates or associates have entered into any
negotiations with the owners or representatives of any Target Business and
there are no present arrangements or agreements regarding a Business
Combination with any Target Business.
DEPENDENCE UPON MANAGEMENT
The ability of Sheffield to successfully effect a Business
Combination will be largely dependent upon the efforts of its Management.
SEE "MANAGEMENT". James Cassidy, the President and director of
Sheffield, is an attorney specializing in securities and corporate law and
constitutes the current Management of Sheffield. Sheffield has not entered
into employment agreement or other understanding with Mr. Cassidy or
obtained any "key man" life insurance on his life. The loss of the services
of Mr. Cassidy could have a material adverse effect on Sheffield's ability to
successfully achieve its business objectives. Mr. Cassidy will devote such
time as reasonably necessary to carry out the business and affairs of
Sheffield, including the evaluation of potential Target Businesses and the
negotiation of a Business Combination, and, as a result, the amount of time
devoted to the business and affairs of Sheffield may vary significantly,
depending upon, among other things, whether Sheffield has identified a
Target Business or is engaged in active negotiation of a Business
Combination. Sheffield will rely upon the abilities of Mr. Cassidy to select
and negotiate a Business Combination. SEE "BUSINESS" and
"CONFLICTS OF INTEREST."
CONFLICTS OF INTEREST
Mr. Cassidy, and other persons that may be associated with Sheffield
prior to a Business Combination, expect to be engaged in business activities
with other blank check companies similar to Sheffield. Such persons may
have conflicts of interest in determining to which entity a particular business
opportunity should be presented. In general, officers and directors of a
corporation incorporated under the laws of the State of Delaware are
required to present certain business opportunities to such corporation.
Accordingly, as a result of multiple business affiliations, certain of
Sheffield's directors and its executive officers may have similar legal
obligations to present certain business opportunities to multiple entities.
There can be no assurance that any of the foregoing conflicts will be
resolved in favor of Sheffield. SEE "CONFLICTS OF INTEREST."
Mr. Cassidy is the sole shareholder of Pierce Mill which owns
4,500,000 shares of Sheffield Common Stock. If a particular Business
Combination is presented to Sheffield which offers terms favorable to Pierce
Mill, such as a cash or other buy-out of its shares, or other terms which
would be advantageous to Pierce Mill or Mr. Cassidy, such Business
Combination may be preferred and accepted over other Business
Combinations presented. SEE "CONFLICTS OF INTEREST."
CONTROL BY PRESENT STOCKHOLDERS
Following the Distribution, Pierce Mill will continue to own
approximately 90% of the issued and outstanding Sheffield Common Stock.
Accordingly, Pierce Mill will be in a position to elect all of Sheffield's
directors, approve amendments to Sheffield's Certificate of Incorporation,
and otherwise direct the affairs of Sheffield. Mr. Cassidy, President and
Director of Sheffield, is the sole shareholder and director of Pierce Mill.
SEE "DESCRIPTION OF SECURITIES" and "MANAGEMENT--Conflicts
of Interest".
LIMITED ABILITY TO EVALUATE TARGET BUSINESS
MANAGEMENT
While Management intends to examine the management of a
prospective Target Business in connection with its evaluation of the
desirability of effecting a Business Combination with such Target Business,
there can be no assurance that Sheffield's assessment of such management
will prove to be correct. Mr. Cassidy has limited experience in locating,
selecting and negotiating a Business Combination. It is unlikely that Mr.
Cassidy or any of Sheffield's pre-acquisition directors or officers, if any,
will remain associated with Sheffield following a Business Combination,
and, if so, it is unlikely that Mr. Cassidy or any pre-acquisition director or
officer will devote a substantial portion of their time to the affairs of
Sheffield subsequent thereto. Moreover, there can be no assurance that
such personnel will have significant experience or knowledge relating to the
operations of the Target Business acquired by Sheffield. There can be no
assurance that the future management of Sheffield will have the necessary
skills, qualifications or abilities to manage a public company. Prior to their
election to become shareholders of Sheffield, Thornbury Capital
stockholders will receive a Post-Effective Amendment which will, among
other items, describe new management of the Target Business. SEE
"BUSINESS" and "MANAGEMENT."
USE OF CONSULTANTS, FINDERS AND ADVISORS
While it is not presently anticipated that Sheffield will engage
professional firms specializing in business acquisitions prior to a Business
Combination, such firms may be retained if Management deems it in the
best interest of Sheffield. Compensation to a professional acquisition firm
may take various forms, including fixed cash payments, payments based on
a percentage of revenues or product sales volume, payments involving
issuance of equity securities or any combination of these or other
compensation arrangements. As of the date of this Prospectus, Sheffield
has not entered into any agreements with any professional acquisition firm.
SEE "BUSINESS--Use of Consultants, Finders and Advisors" and "USE
OF PROCEEDS."
In connection with its investigation of a Target Business and in order
to supplement the business experience of Management, Sheffield may
employ accountants, technical experts, appraisers, attorneys, or other
consultants or advisors. Furthermore, it is anticipated that such persons
may be engaged by Sheffield on an independent basis without a continuing
fiduciary or other obligation to Sheffield. Sheffield will not employ any of
its officers or directors as consultants or advisors.
It is possible that a potential Target Business may have an
arrangement with a consultant, advisor, attorney, accountant or other entity
and require the continued use of such entity as part of the terms of the
Business Combination. In addition, a consultant, advisor, attorney,
accountant or other entity may make continuation of its services a
precondition to the introduction of a particular Target Business to Sheffield.
Such terms would be considered in evaluating the merits of a proposed
Business Combination. SEE "BUSINESS."
SEEKING TO ACHIEVE PUBLIC TRADING MARKET THROUGH
BUSINESS COMBINATION
A Business Combination may involve the acquisition of, or merger
with, a Target Business which does not need substantial additional capital
but which desires to establish a public trading market for its shares, while
avoiding what it may deem to be the difficulties of undertaking a public
offering itself or for other reasons. SEE "EXPLANATORY NOTE."
Nonetheless, there can be no assurance that there will be an active trading
market for Sheffield's securities following the agreement to a Business
Combination or, if a market does develop, as to the market price for
Sheffield's securities.
AUTHORIZATION OF ADDITIONAL SECURITIES
Sheffield has no current plans for issuing or distributing additional
Dividend Shares or other securities after the Distribution, except as may be
issued in connection with a Business Combination. However, any issuance
of additional securities may approved by the Board of Directors and is not
limited and such issuance may be considered or approved by Sheffield in
the future as being necessary or desirable in connection with seeking,
implementing or as a result of a Business Combination, raising proceeds to
fund Sheffield's operations, attracting or retaining employees or advisors or
for other reasons not now known or contemplated. The issuance of any
additional securities may dilute the ownership interests of the Dividend
Shares.
LEVERAGE
Sheffield may use borrowings or other debt financing to accomplish
its business purposes. In addition, a Target Business may be highly
leveraged, or consummation of a Business Combination may require the use
of leverage. A business acquired through a leveraged buy-out, i.e.,
financing the acquisition of the business by borrowing against the assets of
the business to be acquired, is generally profitable only if the Company
generates enough revenues to cover the related debt and expenses. This
practice could increase Sheffield's exposure to large losses. There can be
no assurance that any business acquired through a leveraged buy-out will
generate sufficient revenues to cover the related debt and expenses. The
use of leverage to consummate a Business Combination may reduce the
ability of Sheffield to incur additional debt, make other acquisitions, or
declare dividends, and may subject Sheffield's operations to strict financial
controls and significant interest expense. It may be expected that Sheffield
will have few, if any, opportunities to utilize leverage in an acquisition.
Even if Sheffield is able to identify a business where leverage may be used,
there is no assurance that financing will be available on terms acceptable to
Sheffield.
UNCERTAIN STRUCTURE OF BUSINESS COMBINATION
The structure of a Business Combination with a Target Business
cannot be determined at the present time and may take, for example, the
form of a merger, an exchange of stock or an asset acquisition.
Management expects that a sufficient number of shares of Sheffield
Common Stock will be issued to a Target Business pursuant to a Business
Combination to effect a change control of Sheffield from the shareholders
existing after the Distribution. Sheffield may also form one or more
subsidiary entities to effect a Business Combination and may, under certain
circumstances, distribute the securities of subsidiaries to the stockholders of
Sheffield. There cannot be any assurance that a market would develop for
the securities of any subsidiary distributed to stockholders or, if it did, the
prices at which such securities might trade. The structure of a Business
Combination or the distribution of securities to stockholders may result in
taxation of Sheffield, the Target Business or stockholders. SEE
"BUSINESS--Federal Income Tax Consequences of the Distribution."
UNSPECIFIED INDUSTRY AND TARGET BUSINESS;
UNASCERTAINABLE RISKS
Sheffield will target industries located within and without the United
States. Sheffield has not selected any particular industry or Target Business
in which to concentrate its Business Combination efforts. Management has
not had any negotiations with any entity or representatives of any entity
regarding a Business Combination. To the extent that Sheffield effects a
Business Combination with a financially unstable company or an entity in its
early stage of development or growth (including entities without established
records of revenues or income), Sheffield will become subject to numerous
risks inherent in the business and operations of financially unstable and
early stage or potential emerging growth companies. In addition, to the
extent that Sheffield effects a Business Combination with an entity in an
industry characterized by a high level of risk, Sheffield will become subject
to the currently unascertainable risks of that industry. An extremely high
level of risk frequently characterizes certain industries which experience
rapid growth. Although Management will endeavor to evaluate the risks
inherent in a particular Target Business or industry, there can be no
assurance that it will properly ascertain or assess all such risks. SEE
"BUSINESS."
PROBABLE LACK OF BUSINESS DIVERSIFICATION
Sheffield expects to effect only a single Business Combination.
Accordingly, the prospects for Sheffield's success will be entirely dependent
upon the future performance of a single business. Unlike certain entities
which have the resources to consummate several Business Combinations of
entities operating in multiple industries or multiple segments of a single
industry, it is highly unlikely that Sheffield will have the resources to
diversify its operations or benefit from the possible spreading of risks or
offsetting of losses. Sheffield's probable lack of diversification may subject
Sheffield to numerous economic, competitive and regulatory developments,
any or all of which may have a material adverse impact upon the particular
industry in which Sheffield may operate subsequent to a Business
Combination. The prospects for Sheffield's success may become dependent
upon the development or market acceptance of a single or limited number of
products, processes or services. Accordingly, there can be no assurance
that the Target Business will prove to be commercially viable. Sheffield
has no present intention of purchasing or acquiring a minority interest in
any Target Business. SEE "USE OF PROCEEDS" and "BUSINESS."
COMPETITION
Sheffield expects to encounter intense competition from other entities
having business objectives similar to those of Sheffield. Many of these
entities, including venture capital partnerships and corporations, blind pool
and blank check companies, large industrial and financial institutions, small
business investment companies and wealthy individuals, are well established
and have extensive experience in identifying and effecting Business
Combinations directly or through affiliates. Many of these competitors
possess greater financial, technical, human and other resources than
Sheffield and there can be no assurance that Sheffield will have the ability
to compete successfully. Sheffield's financial resources will be limited in
comparison to those of many of its competitors. This inherent competitive
limitation may compel Sheffield to select certain less attractive Business
Combination prospects. There can be no assurance that Sheffield will be
able to achieve its stated business objectives. SEE "BUSINESS."
UNCERTAINTY OF COMPETITIVE ENVIRONMENT OF TARGET
BUSINESS
In the event that Sheffield succeeds in effecting a Business
Combination, Sheffield will, in all likelihood, become subject to intense
competition from competitors of the Target Business. In particular, certain
industries which experience rapid growth frequently attract an increasingly
larger number of competitors, including competitors with greater financial,
marketing, technical, human and other resources than the initial competitors
in the industry. The degree of competition characterizing the industry of
any prospective Target Business cannot presently be ascertained. There can
be no assurance that, subsequent to a Business Combination, Sheffield will
have the resources to compete in the industry of the Target Business
effectively, especially to the extent that the Target Business is in a
high-growth industry. SEE "BUSINESS."
POSSIBLE USE OF DEBT FINANCING; DEBT OF A TARGET
BUSINESS
There currently are no limitations on Sheffield's authority to borrow
or otherwise raise funds to increase the amount of capital available to effect
a Business Combination. However, Sheffield's limited resources and lack
of operating history will make it difficult to borrow funds. The amount and
nature of any borrowings by Sheffield will depend on numerous
considerations, including Sheffield's capital requirements, Sheffield's
perceived ability to meet debt service on any such borrowings and the then
prevailing conditions in the financial markets, as well as general economic
conditions. There can be no assurance that debt financing, if required or
sought, would be available on terms deemed to be commercially acceptable
by and in the best interests of Sheffield. The inability of Sheffield to
borrow funds required to effect or facilitate a Business Combination or to
provide funds for an additional infusion of capital into a Target Business,
may have a material adverse effect on Sheffield's financial condition and
future prospects. Additionally, to the extent that debt financing ultimately
proves to be available, any borrowings may subject Sheffield to various
risks traditionally associated with indebtedness, including the risks of
interest rate fluctuations and insufficiency of cash flow to pay principal and
interest. Furthermore, a Target Business may have already incurred
borrowings and, therefore, all the risks inherent thereto. Sheffield does not
currently intend to enter into any debt financing nor has it had any
discussions in regard to obtaining any such debt financing. SEE
"BUSINESS."
DETERMINATION OF TERMS OF THE DISTRIBUTION
The terms of the Distribution were determined arbitrarily by
Sheffield. Such terms were based upon several factors, including the
number of Thornbury Capital stockholders, the absence of a Sheffield
operating business, the small amount of capital available for Sheffield's
operations, and the experience of Management. The terms of the
Distribution should not be considered indicative of any value of the
Dividend Shares after the Distribution or after the consummation of any
Business Combination.
INVESTMENT COMPANY ACT CONSIDERATIONS
The regulatory scope of the Investment Company Act of 1940, as
amended (the "Investment Company Act"), which was enacted principally
for the purpose of regulating vehicles for pooled investments in securities,
extends generally to companies engaged primarily in the business of
investing, reinvesting, owning, holding or trading in securities. The
Investment Company Act may, however, also be deemed to be applicable to
a company which does not intend to be within the definitional scope of
certain provisions of the Investment Company Act. Sheffield believes that
its anticipated principal activities, which will involve acquiring control of an
operating company, will not subject Sheffield to regulation under the
Investment Company Act. Nevertheless, there can be no assurance that
Sheffield will not be deemed to be an investment company, particularly
during the period prior to a Business Combination. If Sheffield is deemed
to be an investment company, Sheffield may become subject to certain
restrictions relating to Sheffield's activities, including restrictions on the
nature of its investments and the issuance of securities. In addition, the
Investment Company Act imposes certain requirements on companies
deemed to be within its regulatory scope including registration as an
investment company, adoption of a specific form of corporate structure and
compliance with certain burdensome reporting, record keeping, voting,
proxy, disclosure and other rules and regulations. In the event of the
characterization of Sheffield as an investment company, the failure by
Sheffield to satisfy such regulatory requirements, whether on a timely basis
or at all, would, under certain circumstances, have a material adverse effect
on Sheffield.
DIVIDENDS UNLIKELY
Sheffield does not expect to pay dividends prior to the consummation
of a Business Combination. The payment of dividends after any such
Business Combination, if any, will be contingent upon Sheffield's revenues
and earnings, if any, capital requirements and general financial condition
subsequent to consummation of a Business Combination. The payment of
any dividends subsequent to a Business Combination will be within the
discretion of Sheffield's then Board of Directors. Sheffield presently
intends to retain all earnings, if any, for use in Sheffield's business
operations and accordingly, the Board does not anticipate declaring any
dividends in the foreseeable future. SEE "DESCRIPTION OF
SECURITIES--Dividends."
DISTRIBUTION AND RESALES OF THE DIVIDEND SHARES UNDER
STATE SECURITIES LAWS--THE NATIONAL SECURITIES MARKET
IMPROVEMENT ACT OF 1996
Sheffield will register or obtain an exemption from registration for
the Distribution of the Dividend Shares in certain states. Currently,
Sheffield intends to distribute Dividend Shares in New York and the District
of Columbia; however, there can be no assurance that additional states may
not be included or in how many states the Distribution will be permitted.
Self-executing exemptions from state securities registration are currently
available in the states of Alaska, Alabama, Arizona, Arkansas, Connecticut,
Florida, Georgia, Illinois, Kansas, Kentucky, Louisiana, Maryland,
Massachusetts, Michigan, Mississippi, Missouri, Nevada, New Jersey, New
Mexico, North Carolina, Oklahoma, Oregon, South Carolina, South
Dakota, Tennessee, and Texas.
In the event that at the time of the Distribution any shareholder of
Thornbury Capital resides in any other state (or if the law in New York
state, the District of Columbia or any of the above-mentioned states should
have adversely changed), it is possible that there will be a restriction on the
distribution or transferability of such shareholder's Dividend Shares. In
such case, Thornbury Capital will attempt to remedy such situation by
selling such shareholder's Dividend Shares and distributing the proceeds of
sale to such shareholder without deduction by Thornbury Capital, or by
taking other steps allowed by law satisfactory to such shareholder. Until
such resolution, the Dividend Shares so affected will be held in escrow by
Thornbury Capital for the benefit of such shareholder.
Pursuant to the National Securities Market Improvement Act of
1996, offers and sales of securities exempt from the registration
requirements of Section 5 of the Securities Act of 1933, as amended, (the
"Securities Act") by reason of Section 4(1) of the Securities Act are pre-empted
from state regulation. Sales of Dividend Shares in the secondary trading
market will be made pursuant to Section 4(1) (sales other than by an issuer,
underwriter or broker). It is anticipated that Sheffield's securities will be
immediately eligible for resale in the secondary market upon release from
escrow.
LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS
AND DIRECTORS
The Certificate of Incorporation and By-Laws of Sheffield provide
that Sheffield shall indemnify its officers and directors against losses
sustained or liabilities incurred which arise from any transaction in such
officer's or director's respective managerial capacity unless such officer or
director violates its duty of loyalty, did not act in good faith, engaged in
intentional misconduct or knowingly violated the law, approved an improper
dividend, or derived an improper benefit from the transaction. Sheffield's
Certificate of Incorporation and By-Laws also provide for the
indemnification by it of the officers and directors against any losses or
liabilities incurred as a result of the manner in which such officers and
directors operate the company's business or conduct its internal affairs,
provided that in connection with these activities they act in good faith and in
a manner which they reasonably believe to be in, or not opposed to, the
best interests of the company, and their conduct does not constitute gross
negligence, misconduct or breach of fiduciary obligations. SEE
"MANAGEMENT--Indemnification".
GLOSSARY
"Blank Check" Company Pursuant to the definition contained in Rule
419, a blank check company is a development
stage company that has no specific business
plan or purpose or has indicated that its
business plan is to engage in a merger or
acquisition with an unidentified company or
companies, or other entity or person; and is
issuing "penny stock" as defined in Rule
3a51-1 under the Securities Exchange Act
of 1934.
Business Combination The negotiated transaction between
Sheffield and a Target Business; such
transaction may be
a merger, purchase of assets or other
combination.
Distributing Company Thornbury Capital, whose shareholders will
receive the Dividend Shares.
Distribution The distribution to the shareholders of
Thornbury Capital of the Dividend Shares.
Distribution Agent Comprehensive Capital, Inc., 1600 Stewart
Avenue, Suite 704, Westbury, New York
11590, which will hold the Dividend Shares
in escrow until distribution to the
shareholders of Thornbury Capital or return
to Sheffield.
Distribution Date The date on which the Dividend Shares are
delivered to the Distribution Agent.
Dividend Shares The 500,000 shares of Sheffield Common
Stock, which are contained in the Registra-
tion Statement of which this Prospectus is
a part, to be distributed to shareholders
of Thornbury Capital as a stock dividend.
Exchange Act The Securities Exchange Act of 1934, as
amended.
Expiration Date The date of expiration of the Subscription
Period.
Management James M. Cassidy is the sole shareholder and
Director of Sheffield, the sole shareholder
and director of Pierce Mill, and a
controlling shareholder of Thornbury
Capital.
"Penny Stock" As defined in Rule 3a51-1 under the Exchange
Act, a "penny stock" is any equity security
other than a security (i) that is a reported
security (ii) that is issued by an
investment company (iii) that is a put or
call issued by the Option Clearing
Corporation; (iv) that has a price of
$5.00 or more (except for purposes of
Rule 419); (v) that is registered on a
national securities exchange; (vi) that is
authorized for quotation on the Nasdaq
Stock Market, unless
other provisions of Rule 3a51-1 are not
satisfied; or (vii) that is issued by an
issuer with (a) net tangible assets in
excess of $2,000,000, if in continuous
operation for more than three years or
$5,000,000 if in operation for less than
three years or (b) average revenue of at
least $6,000,000 for the last three years.
Pierce Mill Pierce Mill Associates, Inc., a private
company owned by Management of Sheffield.
Pierce Mill has purchased 4,500,000 shares
of Sheffield Common Stock.
Post-Effective Amendment An amendment to this Registration Statement
to be filed upon finalization of an
agreement to a Business Combination. The
Post-Effective Amendment will describe the
transaction and the Target Business,
including audited financial statements.
Rule 419 Rule 419 of the General Rules and
Regulations of the Securities and Exchange
Commission, which rule governs offerings
of securities by blank check companies and
is applicable to the transactions described
in this Prospectus.
Securities Act The Securities Act of 1933, as amended.
Sheffield Sheffield Acquisitions, Inc., the company
whose common stock is the subject of this
Registration Statement and which common
stock is intended for distribution to the
shareholders of Thornbury Capital.
Subscription Period The time period after effectiveness of a
Post-Effective Amendment describing a Target
Business during which Thornbury Capital
shareholders will have the right to elect
to accept the Dividend Shares and become
shareholders of Sheffield.
Target Business A company to be selected by Sheffield with
which to enter into a Business Combination.
Thornbury Capital Thornbury Capital Corporation, the company
whose shareholders will receive the
distribution of the Dividend Shares.
SUMMARY
The following is a summary of certain information contained
elsewhere in this Prospectus and is qualified in its entirety by reference to,
and should be read in conjunction with, the detailed information and
financial statements contained herein. Capitalized terms not defined in this
Summary are defined elsewhere in this Prospectus. SEE "GLOSSARY".
DISTRIBUTING COMPANY Thornbury Capital Corporation, a Delaware
corporation ("Thornbury Capital").
DISTRIBUTED COMPANY Sheffield Acquisitions, Inc. ("Sheffield"), a
blank check company, was formed on
September 25, 1996 to serve as a vehicle to
seek and effect a merger, exchange of capital
stock, asset acquisition or other business
combination (a "Business Combination")
with a domestic or foreign private business
(a "Target Business"). Thornbury Capital
purchased the Dividend Shares and is making
the Distribution in order to provide its
shareholders with the opportunity to
participate in ownership of a Target
Business.
BUSINESS PURPOSE OF
SHEFFIELD Sheffield was established to acquire a
foreign or domestic Target Business.
In seeking a Target Business, Sheffield may
consider, without limitation, businesses
which (i) offer or provide services or
develop or manufacture goods in the United
States or abroad, (ii) engage in wholesale
or retail distribution, or (iii) engage in
financial services or similar industries.
Sheffield will not enter into any
negotiations with any entity or
representatives of any entity regarding a
Business Combination before the
effective date of the Registration Statement
of which this Prospectus is a part.
PRINCIPAL
STOCKHOLDERS After the Distribution, Thornbury Capital
stockholders will own an aggregate of
500,000 shares of Sheffield Common Stock
(10% of the then outstanding Sheffield
Common Stock) and Pierce Mill Associates,
Inc. ("Pierce Mill") will own 4,500,000
shares of Sheffield Common Stock (90% of
the then outstanding Sheffield Common
Stock). Pierce Mill owns 90% of the
outstanding stock of Thornbury Capital and,
as such, will receive 90% of the Dividend
Shares. James Cassidy, the President and
Director of Sheffield, is the sole share-
holder of Pierce Mill and, as such, is
considered the beneficial owner of the
4,500,000 shares of Sheffield Common Stock
owned by Pierce Mill and the 450,000
Dividend Shares to be received by Pierce
Mill.
SECURITIES TO BE
DISTRIBUTED Thornbury Capital will distribute to its
shareholders up to 500,000 Dividend Shares.
Sheffield will effect the Distribution of the
Dividend Shares on the Distribution Date by
delivering the Dividend Shares to
Comprehensive Capital, Inc., Westbury,
New York, as the distribution agent (the
"Distribution Agent"). The Dividend Shares
will be held in escrow by the Distribution
Agent until released as provided herein. See
"BUSINESS--Escrow of Dividend Shares."
No stockholder of Thornbury Capital will be
required to pay any cash or other
consideration for the Dividend Shares
received in the Distribution or to surrender
or exchange shares of Thornbury Capital
common stock. The Distribution will not
affect the number of outstanding shares of
Thornbury Capital common stock.
DISTRIBUTION CONDUCTED
IN COMPLIANCE
WITH RULE 419 The Distribution of the Dividend Shares is
being conducted in compliance with Rule
419 ("Rule 419") of the General Rules and
Regulations of the Securities and Exchange
Commission (the "Commission"). Holders
of the Dividend Shares have certain rights
under, and will receive the substantive
protection provided by, Rule 419. To that
end, the Dividend Shares will be deposited
into an escrow account until a Business
Combination is completed and a
Post-Effective Amendment describing the
Business Combination has been declared
effective by the Commission.
Within five days from the effective date of
the Post-Effective Amendment, Sheffield is
required to furnish Sheffield stockholders the
prospectus contained in the Post-Effective
Amendment which prospectus will contain
information regarding the Target Business,
including audited financial statements. Each
shareholder of Thornbury Capital will have
not less than 20 and not more than 45
business days following the Effective Date of
the Post-Effective Amendment to decide
whether to participate in the Distribution.
If Sheffield does not complete an acquisition
which meets the specified criteria within
eighteen months following the effective date
of the initial Registration Statement of which
this Prospectus is a part, none of the
Dividend Shares will be issued. SEE "RISK
FACTORS--Investors' Rights and
Substantive Protection under Rule 419" and
"BUSINESS--The Distribution."
DISTRIBUTION RATIO One share of Sheffield Common Stock for
every one share of Thornbury Capital
common stock.
DISTRIBUTION AGENT Comprehensive Capital, Inc., 1600 Stewart
Avenue, Suite 704, Westbury, New York
11590, telephone 516/832-8600, and
telecopy 516/832-8648. The Distribution
Agent is a member firm of the National
Association of Securities Dealers, Inc. and
meets the definitional requirements of Rule
419(b)(1)(i)(B) relating to the deposit of
securities and proceeds in an escrow
account.
FEDERAL INCOME TAX
CONSEQUENCES The receipt of Dividend Shares is expected
to be taxable to Thornbury Capital
stockholders for federal income tax purposes.
The income tax considerations applicable to
the Distribution are discussed under
"BUSINESS--Federal Income Tax
Consequences of the Distribution."
ESCROW OF DIVIDEND
SHARES Following the effective date of the
Registration Statement of which this
Prospectus is a part, the Dividend Shares
will be placed in escrow with the
Distribution Agent. The Dividend Shares
will not be transferable except as provided
by Rule 419. The Dividend Shares will be
released from escrow upon consummation of
a Business Combination and effectiveness of
a Post-Effective Amendment which describes
the Business Combination.
RELATIONSHIP BETWEEN
THORNBURY CAPITAL AND
SHEFFIELD AFTER THE
DISTRIBUTION Thornbury Capital itself will have no stock
ownership in Sheffield after the Distribution.
In the event that any of the Dividend Shares
are not distributed to Thornbury Capital
stockholders because of regulatory or other
reasons, Thornbury Capital will hold such
Dividend Shares in escrow until such
Dividend Shares are distributed, if such
occurs.
RISK FACTORS The Dividend Shares distributed hereby
involve a high degree of risk. There is
currently no public market for the Dividend
Shares or Sheffield Common Stock and no
public market is expected to develop until
such time, if ever, that a Business
Combination occurs. There can be no
assurance that a public market will develop
or continue for any sustained period of time
after completion of a Business Combination.
Other risk factors include but are not limited
to: Sheffield's lack of operating history and
limited resources and intense competition in
selecting a Target Business and effecting a
Business Combination. SEE "RISK
FACTORS" and "USE OF PROCEEDS".
REPORTING
OBLIGATIONS After the Distribution, Sheffield will be
subject to the informational requirements of
the Securities Exchange Act of 1934
("Exchange Act") and in accordance
therewith will file reports and other
information with the Commission. Reports,
proxy statements and other information filed
by Sheffield can be inspected and copied on
the Commission's home page on the World
Wide Web at http://www.sec.gov or at the
public reference facilities of the
Commission, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 as
well as the following regional offices: 7
World Trade Center, Suite 1300, New York,
New York; and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies can be obtained from
the Commission by mail at prescribed rates
by request made to the Commission's Public
Reference Section, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549.
SUMMARY FINANCIAL INFORMATION
The summary financial information set forth below is derived from
the more detailed financial statements appearing elsewhere in this
Prospectus. This information should be read in conjunction with such
financial statements, including the notes thereto.
December 31,
1996
------------------------------------------
Balance Sheet Data:
Working capital (1) $ 3,492
Total assets $ 5,000
Total liabilities $ -0-
Stockholders' equity $ 5,000
(1) Gives effect to the purchase by Pierce Mill Associates, Inc. of
4,500,000 shares of Sheffield Common Stock for $4,500 and the
purchase by Thornbury Capital of 500,000 shares of Sheffield
Common Stock for $500.
INVESTORS' RIGHTS AND SUBSTANTIVE PROTECTION
UNDER RULE 419
DEPOSIT OF SECURITIES INTO ESCROW
Rule 419 of the General Rules and Regulations of the Commission
requires that the Dividend Shares be deposited into an escrow or trust
account governed by an agreement which contains certain terms and
provisions specified by Rule 419. Under Rule 419, the Dividend Shares
will be deposited with the Distribution Agent in an escrow account and
released to Thornbury Capital shareholders only after (i) Sheffield has
submitted a signed representation to the Distribution Agent that it (a) has
executed an agreement for a Business Combination meeting the
requirements of Rule 419 and has filed a Post-Effective Amendment which
has been declared effective, which includes the terms of the Business
Combination and contains prescribed information regarding the Target
Business, including audited financial statements and (b) has notified the
shareholders of the acquisition pursuant to Rule 419 and (ii) Sheffield has
received confirmation from a sufficient number of shareholders of their
election to participate in the Distribution. After the acquisition is
consummated, the Distribution Agent will release the Dividend Shares.
Accordingly, Sheffield has entered into an escrow agreement with
the Distribution Agent which provides that the Dividend Shares, and any
shares issued with respect to stock splits, stock dividends or similar rights
in connection therewith, are to be deposited directly into the escrow account
following issuance. The identities of the stockholders are to be included on
the stock certificates. The Dividend Shares held in the escrow account are
to remain as issued and deposited and are to be held for the sole benefit of
the stockholders who retain the voting rights, if any, with respect to the
Dividend Shares held in their names. The Dividend Shares held in the
escrow account may not be transferred, disposed of nor any interest created
therein other than by will or the laws of descent and distribution, pursuant
to a qualified domestic relations order as defined by the Internal Revenue
Code of 1986 or pursuant to the Employee Retirement Income Security Act.
NO MINIMUM FAIR VALUE ACQUISITION CRITERIA
Rule 419 requires that before any escrowed funds or securities can
be released from escrow a company subject to Rule 419 must, among other
actions, first execute an agreement to acquire a Target Business or assets
whose "fair value" represents at least 80% of the escrowed proceeds
including the maximum proceeds to be received from the exercise or
conversion of any warrants or other securities offered. There will be no
proceeds raised from the Distribution since the Dividend Shares are being
distributed without cost, nor will Sheffield issue any warrants or other
securities as part of the Distribution. As a result, there will be no required
minimum fair value or other economic test of a Target Business or assets
acquired by Sheffield. Until effectiveness of a Business Combination, the
value of the escrowed Dividend Shares is the per share book value of such
shares.
POST-EFFECTIVE AMENDMENT
Once an agreement governing the acquisition of a Target Business
has been executed, Rule 419 requires Sheffield to update its Registration
Statement with a Post-Effective Amendment. The Post-Effective
Amendment must contain information about the Target Business, including
audited financial statements. Within 5 days following the Effective Date of
the Post-Effective Amendment, Sheffield will send to each shareholder of
Thornbury Capital eligible to participate in the Distribution the prospectus
which forms a part of the Post-Effective Amendment. Each such person
shall have no fewer than 20 and no more than 45 business days from the
Effective Date of the Post-Effective Amendment to notify Sheffield in
writing that it elects to participate in the Distribution.
RELEASE OF ESCROWED SECURITIES
The Dividend Shares may be released from escrow and delivered to
the stockholders of Thornbury Capital after the Distribution Agent has
received a signed representation from Sheffield and any other evidence
acceptable to the Distribution Agent that:
(a) Sheffield has executed an agreement for a Business Combination;
(b) A Post-Effective Amendment describing the Target Business as
provided by Rule 419 has been declared effective and has been delivered,
within five business days of its effective date, to each stockholder; and
(c) The Business Combination has been completed as provided by
Rule 419.
If a Business Combination is not consummated within 18 months
from the effective date of the initial Registration Statement of which this
Prospectus is a part, the Dividend Shares held in the escrow account shall
be returned to Sheffield and all rights accruing to the stockholders of
Thornbury Capital in regard to such Dividend Shares will cease.
SHEFFIELD ACQUISITIONS, INC.
ORGANIZATION AND BACKGROUND OF SHEFFIELD
ACQUISITIONS, INC.
Sheffield Acquisitions, Inc. ("Sheffield") is a blank check company
and was incorporated under the laws of the State of Delaware on September
25, 1996 to seek a Business Combination with a Target Business. The
purchase of Dividend Shares by Thornbury Capital, and the Distribution, is
intended to
provide stockholders of Thornbury Capital with an opportunity to participate
and benefit from such a Business Combination through ownership of the
Dividend Shares. In connection with the organization of Sheffield, Pierce Mill
has been issued 4,500,000 Shares of Sheffield Common Stock at a purchase
price of $.001 per Share and Thornbury Capital has been issued 500,000
Shares of Sheffield Common Stock at a price of $.001 per Share. SEE "THE
DISTRIBUTION--Manner of Effecting the Distribution".
Thornbury Capital purchased the Dividend Shares and is participating in
the Distribution in order to provide its shareholders with the opportunity to
participate in ownership of such Target Business. Thornbury Capital
stockholders are not obligated to make any payments in exchange for the
Dividend Shares.
BUSINESS OBJECTIVE
Sheffield is seeking to effect a Business Combination through the
issuance of its authorized but unissued stock as consideration for the Target
Business. Sheffield will seek to acquire a foreign or domestic Target Business.
In seeking a Target Business, Sheffield will consider, without limitation,
businesses which (i) offer or provide services or develop and manufacture
goods in the United States or abroad, (ii) engage in wholesale or retail
distribution or, (iii) engage in financial services or similar industries.
Sheffield will not engage in any negotiations with any entity or representatives
of any entity regarding a Business Combination until following the effective
date of the Registration Statement of which this Prospectus is a part.
Sheffield may, under certain circumstances, seek to effect Business Combinations
with more than one Target Business, but it is unlikely that it will do so.
In evaluating a prospective Target Business, Management will consider,
among other factors, the following: (i) costs associated with effecting the
Business Combination; (ii) equity interest in the Target Business; (iii) growth
potential of the Target Business; (iv) experience and skill of management of
the Target Business; (v) capital requirements of the Target Business; (vi)
competitive position of the Target Business; (vii) stage of development of the
Target Business; (viii) degree of current or potential market acceptance of the
Target Business; (ix) proprietary features and degree of intellectual property
or other protection of the Target Business; and (x) the regulatory environment
in which the Target Business operates.
BUSINESS EXPERIENCE OF MANAGEMENT
James M. Cassidy, the President and Director of Sheffield, is an
attorney specializing in securities and corporate law and constitutes the
current Management of Sheffield. Management has no specific expertise or
experience in the selection of a Target Business. Management does not have
the resources for an in-depth examination of a Target Business, and may be
required, in great part, to rely upon the representations of management of the
Target Business concerning its operations and history. In addition,
Management will resign upon a Business Combination and thereafter Sheffield
will be controlled by others whose identity and skills are not known at this
time. SEE "MANAGEMENT". Sheffield may, from time to time, retain
other persons or entities to assist in locating or evaluating a Target Business.
NO OPPORTUNITY FOR STOCKHOLDER EVALUATION OR
APPROVAL OF A BUSINESS COMBINATION
The stockholders of Sheffield will, in all likelihood, neither receive nor
otherwise have the opportunity to evaluate any financial or other information
which will be made available to Sheffield in connection with selecting a
potential Target Business until after Sheffield has entered into a definitive
agreement to effectuate a Business Combination or until after a Business
Combination is consummated. As a result, stockholders of Sheffield will be
dependent on the judgment of Management in connection with the selection of
a Target Business and the terms of any Business Combination.
Under the Delaware General Corporation Law, various forms of
Business Combinations can be effected without stockholder approval. Unless
required by the certificate of incorporation, no vote of stockholders of the
surviving corporation in a merger shall be necessary to authorize a merger if
(i) the agreement of merger does not amend the certificate of incorporation,
(ii) each share of stock of the corporation outstanding immediately prior to the
effective date of the merger is to be an identical outstanding or treasury share
of the surviving corporation after the effective date of the merger, and (iii)
either no shares of common stock of the surviving corporation and no shares,
securities or obligations convertible into such stock are to be issued or
delivered under the plan of merger, or the authorized unissued shares or the
treasury shares of common stock of the surviving corporation to be issued or
delivered under the plan of merger plus those initially issuable upon conversion
of any other shares, securities or obligations to be issued or delivered under
such plan do not exceed 20% of the shares of common stock of such
corporation outstanding immediately prior to the effective date of the merger.
Management is the sole shareholder of Pierce Mill which, in turn, is the owner
of 90% of the common stock of Sheffield. As a result, Management is in a
position to cause Sheffield to approve a Business Combination without the
approval of any other stockholders.
The form of Business Combination will have an impact upon the
availability of dissenters' rights (i.e., the right to receive fair payment with
respect to the Sheffield Common Stock) to stockholders disapproving of the
proposed Business Combination. Under current Delaware law, only a merger
or consolidation may give rise to a stockholder vote and to dissenters' rights.
Only Pierce Mill and Thornbury Capital will have appraisal rights, if such
occur in regard to an initial Business Combination. Shareholders of Thornbury
Capital will not have appraisal rights except as to transactions, if any, which
may occur after they have become shareholders of Sheffield.
OFFICES
Sheffield's principal executive offices are located at 1504 R Street,
N.W., Washington, D.C. 20009 and its telephone number is 202/387-1782.
SEE "BUSINESS--Facilities".
BUSINESS
INTRODUCTION
Sheffield was formed as a blank check company on September 25, 1996
to serve as a vehicle to effect a Business Combination with a Target Business
not yet selected. Sheffield intends to effect a Business Combination through
the issuance of stock as consideration for the Target Business, without
investment of funds by Sheffield. However, although not presently
anticipated, Sheffield may utilize the proceeds from debt securities, bank
borrowings or a combination thereof in effecting a Business Combination.
Sheffield has not incurred any debt or obtained any borrowings or other
financing, but Management may determine that such borrowings or other
financing is necessary to effect a Business Combination. Sheffield has not had
any negotiations with any Target Business or representatives of any Target
Business regarding a Business Combination. Sheffield may effect a Business
Combination with a Target Business which business may be financially
unstable or in its early stages of development or growth. In addition, a Target
Business may have outstanding borrowings or other debt financing.
UNSPECIFIED INDUSTRY AND TARGET BUSINESS
Sheffield will seek to acquire a Target Business within or without the
United States and its efforts will not be limited to a particular industry.
Management has not had any negotiations with any Target Business or
representative of any Target Business regarding a Business Combination. To
the extent that Sheffield effects a Business Combination with a financially
unstable company or an entity in its early stage of development or growth
(including entities without established records of revenues or income),
Sheffield will become subject to numerous risks inherent in the business and
operations of financially unstable and early stage or potential emerging growth
companies. In addition, to the extent that Sheffield effects a Business
Combination with an entity in an industry characterized by a high level of risk,
Sheffield will become subject to the currently unascertainable risks of that
industry. An extremely high level of risk frequently characterizes certain
industries which experience rapid growth. Although Management will
endeavor to evaluate the risks inherent in a particular Target Business there
can be no assurance that it will properly ascertain or assess all such risks.
PROBABLE LACK OF BUSINESS DIVERSIFICATION
Sheffield expects to effect only a single Business Combination.
Accordingly, the prospects for Sheffield's success will be entirely dependent
upon the future performance of a single business. Unlike certain entities
which have the resources to consummate several Business Combinations of
entities operating in multiple industries or multiple segments of a single
industry, it is highly likely that Sheffield will not have the resources to
diversify its operations or benefit from the possible spreading of risks or
offsetting of losses. Sheffield's probable lack of diversification may subject
Sheffield to numerous economic, competitive and regulatory developments, any
or all of which may have a material adverse impact upon the particular
industry in which Sheffield may operate subsequent to a Business Combination.
The prospects for Sheffield's success may become dependent upon the
development or market acceptance of a single or limited number of products,
processes or services. Accordingly, notwithstanding the possibility of capital
investment in and management assistance to the Target Business by Sheffield,
there can be no assurance that the Target Business will prove to be
commercially viable. Sheffield has no present intention of purchasing or
acquiring a minority interest in any Target Business.
NO OPPORTUNITY FOR STOCKHOLDER EVALUATION OR
APPROVAL OF BUSINESS COMBINATION
The stockholders of Sheffield will, in all likelihood, neither receive nor
otherwise have the opportunity to evaluate any financial or other information
which will be made available to Sheffield in connection with selecting a
potential Target Business until after Sheffield has entered into a definitive
agreement to effectuate a Business Combination or until after a Business
Combination is consummated. As a result, stockholders of Sheffield will be
dependent on the judgment of Management in connection with the selection of
a Target Business and the terms of any Business Combination.
Under the Delaware General Corporation Law, various forms of
Business Combinations can be effected without stockholder approval. Unless
required by the certificate of incorporation, no vote of stockholders of the
surviving corporation in a merger shall be necessary to authorize a merger if
(i) the agreement of merger does not amend the certificate of incorporation,
(ii) each share of stock of the corporation outstanding immediately prior to the
effective date of the merger is to be an identical outstanding or treasury share
of the surviving corporation after the effective date of the merger, and (iii)
either no shares of common stock of the surviving corporation and no shares,
securities or obligations convertible into such stock are to be issued or
delivered under the plan of merger, or the authorized unissued shares or the
treasury shares of common stock of the surviving corporation to be issued or
delivered under the plan of merger plus those initially issuable upon conversion
of any other shares, securities or obligations to be issued or delivered under
such plan do not exceed 20% of the shares of common stock of such
corporation outstanding immediately prior to the effective date of the merger.
Management is the sole shareholder of Pierce Mill which, in turn, is the owner
of 90% of the common stock of Sheffield. As a result, Management is in a
position to cause Sheffield to approve a Business Combination without the
approval of any other stockholders.
The form of Business Combination will have an impact upon the
availability of dissenters' rights (i.e., the right to receive fair payment with
respect to the Sheffield Common Stock) to stockholders disapproving of the
proposed Business Combination. Under current Delaware law, only a merger
or consolidation may give rise to a stockholder vote and to dissenters' rights.
Only Pierce Mill and Thornbury Capital will have appraisal rights, if such
occur in regard to an initial Business Combination. Shareholders of Thornbury
Capital will not have appraisal rights except as to transactions, if any, which
may occur after they have become shareholders of Sheffield.
LIMITED ABILITY TO EVALUATE TARGET BUSINESS MANAGEMENT
Sheffield's Management intends to examine the management of a pro-
spective Target Business in connection with its evaluation of the desirability
of effecting a Business Combination with such Target Business, there can be
no assurance that Sheffield's assessment of such management will prove to be
correct, especially in light of the inexperience of current Management in
evaluating certain types of businesses. It is unlikely that any officer or
director of Sheffield in office prior to the consummation of a Business
Combination will remain associated with Sheffield following a Business
Combination, and if any do, it is unlikely that any of them will devote a
substantial portion of their time to the affairs of Sheffield subsequent
thereto. Therefore it is probable that after a Business Combination, the
management and affairs of Sheffield will be under the direction of the
management of the Target Business. Moreover, although management of the Target
Business will be reviewed and analyzed as part of the evaluation of the
possible Business Combination, there can be no assurance that such personnel
will have significant experience or knowledge relating to the operations of
the Target Business acquired by Sheffield. There can be no assurance that the
future management of Sheffield will have the necessary skills, qualifications
or abilities to manage a public company. Prior to the election to become
shareholders of Sheffield, Thornbury Capital stockholders will receive a Post-
Effective Amendment which will, among other items, describe new
management of the Target Business. SEE "MANAGEMENT."
COMPETITION
Sheffield expects to encounter intense competition from other entities
having business objectives similar to those of Sheffield. Many of these
entities, including venture capital partnerships and corporations, blind pool
and blank check companies, large industrial and financial institutions, small
business investment companies and wealthy individuals, are well-established
and have extensive experience in connection with identifying and effecting
Business Combinations directly or through affiliates. Many of these
competitors possess greater financial, technical, human and other resources
than Sheffield and there can be no assurance that Sheffield will have the
ability to compete successfully. Sheffield's financial resources will be
limited in comparison to those of many of its competitors. This inherent
competitive limitation may compel Sheffield to select certain less attractive
Business Combination prospects. There can be no assurance that such prospects
will permit Sheffield to achieve its stated business objectives. SEE
"Proposed Business."
SELECTION OF A TARGET BUSINESS
Management will have substantial flexibility in identifying and selecting
a prospective Target Business. As a result, stockholders of Sheffield will be
almost entirely dependent on the judgment of Management in connection with
the selection of a Target Business. In evaluating a prospective Target
Business, Management will consider, among other factors, the following: (i)
costs associated with effecting the Business Combination; (ii) equity interest
in the Target Business; (iii) growth potential of the Target Business; (iv)
experience and skill of management of the Target Business; (v) capital
requirements of the Target Business; (vi) competitive position of the Target
Business; (vii) stage of development of the Target Business; (viii) degree of
current or potential market acceptance of the Target Business; (ix) proprietary
features and degree of intellectual property or other protection of the Target
Business; and (x) the regulatory environment in which the Target Business
operates.
The foregoing criteria are not intended to be exhaustive and any
evaluation relating to the merits of a particular Target Business will be based,
to the extent relevant, on the above factors as well as other considerations
deemed relevant by Management in connection with effecting a Business
Combination consistent with Sheffield's business objectives.
The time and costs required to select and evaluate a Target Business
and to structure and consummate the Business Combination cannot presently be
ascertained with any degree of certainty. Management intends to devote as
much time as required and available to the affairs of Sheffield. Mr. Cassidy is
the principal of Cassidy & Associates, a law firm located in Washington, D.C.
and, as such, demands may be placed on his time which would detract from
the amount of time he is able to devote to Sheffield. Mr. Cassidy projects that
initially approximately 10% of his time may be spent locating a Target
Business which amount of time would increase when the analysis of, and the
negotiations and consummation with, a Target Business are conducted.
Sheffield anticipates that various prospective Target Businesses will be
brought to its attention from various non-affiliated sources, including
securities broker-dealers, investment bankers, venture capitalists, bankers,
other members of the financial community and affiliated sources. Management
anticipates that it will use advertisements, flyers, letters and direct contact
with broker-dealers, bankers, financial analysts, venture capitalists and other
individuals and entities active in the business and financial community.
Sheffield may elect to publish advertisements in financial or trade
publications seeking a Target Business. No advertisements have been designed
or planned.
Sheffield may engage the services of consultants or professional firms
that specialize in finding business acquisitions, in which event Sheffield
intends to pay a finder's fee or other compensation to such firms. SEE
"MANAGEMENT--Advisors and Finders Fees".
SPECIAL CONSIDERATIONS IN SELECTING TARGET BUSINESS
Management will have a continuing stock interest in Sheffield after a
Business Combination, and it will seek to obtain certain representations and
warranties of a Target Business intended to protect that economic interest
following a Business Combination.
Management expects that one such representation and warranty will be
that for an agreed period of time after a Business Combination Sheffield will
employ a corporate relations firm with experience in dealing with
underwriters, broker-dealers and investment bankers. The purpose of such
representation and warranty is to establish that Sheffield will actively be
engaged in encouraging market makers to participate in the trading of the
Dividend Shares. Such a representation and warranty will be considered
significant by Management in its choice of a Business Combination. However,
no assurance can be given that a Target Business will agree to employ any
corporate relations firms. Management may suggest one or more corporate
relations firms with which Management has worked in the past for employment
by Sheffield. Those recommendations will depend, in part, upon the nature of
the Target Business. Management has no direct or indirect interest in any
corporate relations firm and will not recommend any corporate relations firm
in which it obtained any interest. Any change in these representations will be
disclosed in the Post-Effective Amendment.
Management expects that an additional representation and warranty
sought of a Target Business will be that for an agreed period of time after a
Business Combination Sheffield will employ a securities law firm to make
filings required under the Securities and Exchange Act of 1934, as amended,
to assure the continued eligibility for public trading of the Dividend Shares.
However, no assurance can be given that a Target Business will agree to
employ a securities law firm. Mr. Cassidy is a principal of Cassidy & Asso-
ciates, a law firm practicing in the areas of securities and Federal tax law.
It is possible that Management will prefer to enter into a Business Combination
with a Target Business which agrees to have Sheffield retain Cassidy &
Associates as its continuing securities counsel. Such consideration could
affect the decision of which Business Combination Sheffield will enter into,
and could, in theory, result in the choice of a Business Combination for
reasons other than exclusively the characteristics of the Target Business.
Any employment of Cassidy & Associates as continuing securities counsel will
be disclosed in the Post-Effective Amendment.
FORM OF BUSINESS COMBINATION
As a general rule, federal and state tax laws and regulations have a
significant impact upon the structuring of a Business Combination. Sheffield
will evaluate the possible tax consequences of any prospective Business
Combination and will endeavor to structure the Business Combination so as to
achieve the most favorable tax treatment to Sheffield, the Target Business and
their respective stockholders. There can be no assurance that the Internal
Revenue Service or relevant state tax authorities will ultimately assent to
Sheffield's tax treatment of a particular consummated Business Combination.
To the extent that the Internal Revenue Service or any relevant state tax
authorities ultimately prevail in recharacterizing the tax treatment of a
Business Combination, there may be adverse tax consequences to Sheffield, the
Target Business and their respective stockholders. Tax considerations as well
as other relevant factors will be evaluated in determining the precise structure
of a particular Business Combination, which could be effected through various
forms of a merger, consolidation or stock or asset acquisition.
Sheffield may utilize cash derived from debt securities or bank
borrowings or a combination thereof as consideration in effecting a Business
Combination. Sheffield expects to issue a substantial number of additional
shares of its common stock in connection with a Business Combination. To
the extent that such additional shares are issued, dilution to the interests of
Sheffield's stockholders may occur. Additionally, if a substantial number of
shares of Sheffield Common Stock are issued in connection with a Business
Combination, a change in control of Sheffield may occur which may affect,
among other things, Sheffield's ability to utilize net operating loss carry
forwards, if any.
Although Sheffield does not anticipate acquiring any debt or obtaining
any loans prior to any Business Combination, there currently are no limitations
on Sheffield's authority to borrow funds to effect a Business Combination.
Sheffield does not anticipate any need to raise capital prior to a Business
Combination. After a Business Combination, management of the Target
Business may determine to incur such debt or obtain a loan. The existence of
an outstanding debt or loan obligation is a factor that will be considered in
selecting a Target Business. If the need arises that Sheffield should seek to
obtain additional financing, Sheffield's limited resources and lack of operating
history may make it difficult to borrow funds. The amount and nature of any
borrowings by Sheffield will depend on numerous considerations, including
Sheffield's capital requirements, potential lender's evaluation of Sheffield's
ability to meet debt service on borrowings and the then prevailing conditions in
the financial markets, as well as general economic conditions. Sheffield does
not anticipate obtaining any loans or borrowings and does not have any
arrangements with any bank or financial institution to secure additional
financing. There can be no assurance that such arrangements if required or
otherwise sought, would be available on terms commercially acceptable or
otherwise in the best interests of Sheffield.
The inability of Sheffield to borrow funds required to effect or facilitate
a Business Combination, or to provide funds for an additional infusion of
capital into a Target Business, may have a material adverse effect on
Sheffield's financial condition and future prospects, including the ability to
effect a Business Combination. To the extent that debt financing ultimately
proves to be available, any borrowings may subject Sheffield to various risks
traditionally associated with indebtedness, including the risks of interest rate
fluctuations and insufficiency of cash flow to pay principal and interest.
Furthermore, a Target Business may have already incurred debt financing and,
therefore, all the risks inherent thereto. Sheffield does not anticipate
borrowing funds and any such borrowing, if at all, will be only to effect a
Business Combination and not for the purposes of loans or payments to its
promoters, management or their affiliates or associates.
A Target Business will not be affiliated with Sheffield or its
Management, promoters or affiliates in any manner. Sheffield has adopted a
policy prohibiting a transaction with a Target Business in which Management
has a direct or indirect interest and Sheffield anticipates that no such
transaction will be considered or effected and does not foresee any conditions
under which such would occur.
POTENTIAL TARGETS
As of the date hereof, Sheffield has not entered into any arrangements
or agreements with any companies regarding a possible merger or acquisition.
Sheffield has not commenced any advertising or other forms of solicitation in
order to locate a Target Business. Sheffield intends to commence actively
seeking a Target Business immediately upon the Effective Date of the
Registration Statement of which this Prospectus is a part. There are no
arrangements, agreements or understandings between any non-management
shareholders of Sheffield and Management by which such non-management
shareholders may directly or indirectly participate in or influence the affairs
of Sheffield. As of the date hereof, shareholders of Sheffield consist solely
of Thornbury Capital and Pierce Mill. Mr. Cassidy, President and Director of
Sheffield, is the President and sole shareholder of Pierce Mill which, in turn,
is the controlling shareholder of Thornbury Capital. Any change in this policy
will be disclosed in the Post-Effective Amendment.
STRUCTURE OF A BUSINESS COMBINATION
The terms of a merger or acquisition with a Target Business will be the
subject of negotiations between Sheffield and such Target Business. Such
terms are presently impossible to predict. In addition to the issuance of
Sheffield Common Stock, some or all of the shares of Sheffield Common
Stock held by Pierce Mill may be purchased by or exchanged with the Target
Business. The terms of any Business Combination may provide for a payment
by cash or otherwise to Pierce Mill for the purchase of all or some of its
Sheffield Common Stock. Management would directly benefit from such a
payment. Such benefits may influence Management's decision of which
Business Combination to conclude. SEE "CONFLICTS OF INTEREST".
The Target Business may desire to purchase additional shares of Sheffield
Common Stock and may offer to purchase all or some of the Dividend Shares
from the holders. In such case, each holder of Dividend Shares would be free
to accept or decline any purchase offer and to negotiate the terms of such
purchase. Any purchase by a Target Business of the Sheffield Common Stock
owned by Pierce Mill may be on terms different than those of any offer to
purchase the Dividend Shares, and may be more advantageous to Pierce Mill.
The terms of a Business Combination may involve the issuance of Sheffield
Preferred Stock and/or the issuance of warrants to purchase either Sheffield
Common or Preferred Stock or a combination thereof.
As a result of the terms of a Business Combination, there will likely be
an increase in the outstanding shares of Sheffield Common Stock resulting in a
reduction in the percentage of outstanding shares held by Thornbury Capital.
In addition, it is possible that as a result of a Business Combination there
will be a reduction in the number of shares of Sheffield Common Stock held by
Pierce Mill. It is likely that Pierce Mill will not retain control of
Sheffield. In addition, it is likely that Management will not continue as
officers or directors of the resultant merged or acquired company. Mr. Cassidy,
the President and Director of Sheffield, anticipates that he will resign as
President and Director upon the effectiveness of a Business Combination. In
all likelihood, shareholders will not be afforded the opportunity to partici-
pate in the selection of a Target Business or the negotiation of the terms of
the Business Combination. Stockholders will be entirely dependent on the
judgment of Management in the selection of and negotiations with a Target
Business.
FACILITIES
Until completion of a Business Combination, Sheffield will use without
cost the offices of Pierce Mill Associates, Inc., located at 1504 R Street,
N.W., Washington, D.C., a corporation controlled by Mr. Cassidy, the
President and Director of Sheffield. Cassidy & Associates, the law firm of
which Mr. Cassidy is the principal, is also located at this address. Sheffield
has not entered into a lease agreement with Pierce Mill Associates or with
Cassidy & Associates and does not intend to enter into a lease agreement. Mr.
Cassidy intends that Sheffield use its current space without charge for as long
as Sheffield is seeking a Target Business.
EMPLOYEES
As of the date of this Prospectus, Sheffield does not have any
employees.
USE OF PROCEEDS
Sheffield will not receive any proceeds from this offering. The
Dividend Shares will be distributed to Thornbury Capital stockholders without
cost to them. Sheffield may be required to incur debt or arrange financing in
order to consummate a Business Combination. In such a case, the proceeds
from such financing would be used in connection with such Business
Combination, including possible payment of finder's fees or other
compensation to persons or entities which provide assistance or services to
Sheffield, repaying debt of the Target Business, redeeming stock of
shareholders of the Target Business, or for working capital. Sheffield has no
present intention of providing any debt or other financing proceeds to any
Target Business or purchasing a minority interest in any Target Business.
Sheffield has not incurred any debt in connection with its organizational
activities. Accordingly, Sheffield will not use any proceeds received from any
financing arrangements or through any Business Combination to repay any
current debt. However, a Target Business may have pre-existing debts or
outstanding loans. Additionally, after a Business Combination, management of
the Target Business may determine to incur debt. The existence of outstanding
debt or loan obligations is a factor that will be considered in selecting a
Target Business.
Pierce Mill, of which Management is the sole shareholder, has agreed
to pay all initial costs and expenses of Sheffield, including its incorporation,
preparation of the Registration Statement, the Distribution and the solicita-
tion, negotiation and completion of a Business Combination. No advances have
been made to Sheffield for the payment of operating expenses; however, Pierce
Mill has subscribed $4,500 for its Sheffield Common Stock and Thornbury
Capital has subscribed $500 for its Sheffield Common Stock, which funds are
available for the payment of expenses. No upper or lower limit has been set
on the amount of capital Pierce Mill will contribute toward the expenses of
Sheffield and Pierce Mill may, at any time, cease underwriting such expenses.
If Sheffield is unable to pay certain expenses, such as the costs of
soliciting a Target Business, it could have a material adverse effect on the
ability of Sheffield to locate a Target Business, or to locate the best
available Target Business. Sheffield has no plans to obtain alternate cash
resources in the event that Pierce Mill ceases to underwrite its initial
expenses.
Sheffield's initial office, office supplies, and office services (such as
secretarial, mail and telephone) are being furnished by Pierce Mill without cost
to Sheffield until conclusion of a Business Combination. There is no lease
agreement or other written understanding between Pierce Mill and Sheffield in
this regard.
DILUTION
On December 31, 1996 Sheffield had 5,000,000 shares of Sheffield
Common Stock outstanding and a net tangible book value of $5,000 or $.001
per share. The Distribution by Thornbury Capital of the 500,000 Dividend
Shares to Thornbury Capital stockholders will not have an effect on the net
tangible book value of Sheffield.
CAPITALIZATION
The following table sets forth the capitalization of Sheffield at
December 31, 1996:
At December 31, 1996
Stockholders' equity
Preferred Stock, $.0001 par value,
10,000,000 Shares authorized;
none issued or outstanding 0
Common Stock $.0001 par value,
50,000,000 shares authorized, 4,500,000
shares issued and outstanding, 5,000,000
shares issued and outstanding, as adjusted $ 500
Additional Paid In Capital (1) $4,500
-------
Total stockholders' equity $5,000
1) Gives effect to the purchase by Thornbury Capital of 500,000 shares of
Sheffield Common Stock for a purchase price of $500 and the purchase
by Pierce Mill of 4,500,000 shares of Sheffield Common Stock for a
purchase price of $4,500.
MARKET FOR COMMON STOCK
As of the date hereof, no market exists for the Sheffield Common
Stock. Management of Sheffield has not entered into any discussions or
agreements with any broker-dealer to act as a market maker for Sheffield's
Common Stock. Management has knowledge of a number of broker-dealers
with whom it intends to enter into such discussions at the time Sheffield has
selected a Target Business. A major factor in selecting a Target Business will
be its agreement to provide or work with market makers to maintain a market
for the Dividend Shares. Sheffield may use consultants to assist in locating
market makers, but no agreements have been entered into regarding such
activity.
"PENNY STOCK" REGULATIONS
If a trading market is established for the Sheffield Common Stock,
there can be assurance as to at what price such securities will trade. The
Commission has adopted regulations which generally define a "penny stock".
SEE "GLOSSARY". The Company's securities may be subject to "penny
stock" rules that impose additional sales practice requirements on broker-
dealers who sell such securities to persons other than established customers and
accredited investors (generally those with assets in excess of $1,000,000 or
annual income exceeding $200,000, or $300,000 together with their spouse).
For transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of such securities and have received
the purchaser's written consent to the transaction prior to the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the
rules require the delivery, prior to the transaction, of a disclosure schedule
prescribed by the Commission relating to the penny stock market. The broker-
dealer also must disclose the commissions payable to both the broker-dealer
and the registered representative and current quotations for the securities.
Finally, monthly statements must be sent disclosing recent price information on
the limited market in penny stocks. Consequently, the "penny stock" rules
may restrict the ability of broker-dealers to sell the Company's securities and
may affect the ability to sell the Dividend Shares in the secondary market.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Sheffield is a newly organized development stage company, the
objective of which is to acquire a foreign or domestic private business. To
date, Sheffield's efforts have been limited to organizational activities.
Sheffield has issued 4,500,000 shares of Sheffield Common Stock to
Pierce Mill for a purchase price of $4,500. Sheffield has issued 500,000
shares of Sheffield Common Stock to Thornbury Capital for a purchase price
of $500. Substantially all of Sheffield's working capital needs subsequent to
this offering will be attributable to the identification, evaluation and
selections of a Target Business and structuring, negotiating and consummating
a Business Combination. Such working capital needs are expected to be
satisfied from the $5,000 received by Sheffield from Pierce Mill and Thornbury
Capital, from the efforts of Management, which will be without cost to
Sheffield, and from additional payments made by Pierce Mill without recourse
to Sheffield.
MANAGEMENT
The officers and directors of Sheffield, and further information
concerning them are as follows:
Name Age Position
James M. Cassidy 62 President, Treasurer, and
Director
James Michael Cassidy, Esq., J.D., LL.M., received a Bachelor of
Science in Languages and Linguistics from Georgetown University in 1960, a
Bachelor of Laws from The Catholic University School of Law in 1963, and a
Master of Laws in Taxation from The Georgetown University School of Law
in 1968. From 1963-1964, Mr. Cassidy was law clerk to the Honorable Inzer
B. Wyatt of the United States District Court for the Southern District of New
York. From 1964-1965, Mr. Cassidy was law clerk to the Honorable Wilbur
K. Miller of the United States Court of Appeals for the District of Columbia.
From 1969-1975, Mr. Cassidy was an associate of the law firm of Kieffer &
Moroney and a principal in the law firm of Kieffer & Cassidy, Washington,
D.C. From 1975 to date, Mr. Cassidy has been a principal in the law firm of
Cassidy & Associates, Washington, D.C. and its predecessors, specializing in
securities law and related corporate and federal taxation matters. Mr. Cassidy
is a member of the bar of the District of Columbia and is admitted to practice
before the United States Tax Court and the United States Supreme Court.
EXECUTIVE COMPENSATION
None of Sheffield's directors or officers has received any compensation
from Sheffield since its inception for services rendered or will receive
compensation prior to the consummation of a Business Combination, if any.
SEE "BUSINESS--Selection of a Target Business and Structuring a Business
Combination." A law firm of which James Cassidy, the President and
Director of Sheffield, is a principal has performed services in connection with
the Distribution and may do so in connection with a Business Combination.
Pierce Mill, a corporation of which Management is the sole shareholder, has
undertaken to pay all initial expenses of Sheffield, including legal and other
fees incident to its incorporation, the Registration Statement, the Distribu-
tion, the solicitation, negotiation and consummation of a Business Combination
and to furnish office, secretarial, telephone, postage and similar expenses to
Sheffield without cost. Management anticipates that, as part of the Business
Combination, a Target Business may wish to purchase all or some of the
Sheffield Common Stock owned by Pierce Mill, and Pierce Mill has agreed, in
principal, to sell its Sheffield Common Stock under such conditions. All or a
portion of any such payment received by Pierce Mill would be used for
reimbursement of its commitment to fund the initial expenses of Sheffield.
Mr. Cassidy or Cassidy & Associates, a law firm of which Mr. Cassidy is a
principal, may receive all or a portion of the remainder of any such payment
to Pierce Mill in return for legal services rendered in connection to the
Registration Statement and the Distribution. Any payment to or commitment
to pay Pierce Mill, Mr. Cassidy or Cassidy & Associates by a Target Business
will be disclosed in the Post-Effective Amendment. No advances have been
made or will be made by Sheffield to any of its officers, directors, principal
stockholders, or promoters, or any of their affiliates or associates.
ADVISORS AND FINDER'S FEES
Although Sheffield has not entered into any agreements therefor,
Sheffield may use the services of a finder or consultant to identify a Target
Business. If such advisors are used, compensation to such finder or consultant
may take various forms, including fixed cash payments, payments based on a
percentage of revenues or product sales volume, payments involving issuance
of securities (including those of Sheffield), or any combination of these or
other compensation arrangements. Consequently, Sheffield is currently unable
to predict the cost of utilizing such services. The Board of Directors has not
accepted any policies regarding the use of advisors or their identities or
possible compensation except that no finder's fees will be paid to Management
or any affiliate of Management.
Over the past years, Management has been involved in the securities
and financial community and as such has had discussions with persons involved
in the business of assisting companies in identifying Target Businesses.
Management may recommend one or more of such consultants to Sheffield
based on the type of Target Business Sheffield is seeking, the form and amount
of compensation such consultants require, the years such consultant has been in
business and rate of success in matching Target Businesses with acquiring
companies. Management would expect that any such consultant would provide
Sheffield with a selection of Target Businesses, would provide due diligence
assistance for study of the Target Business, would assist in negotiating the
terms of a Business Combination, and would serve to facilitate the negotiation
process. Sheffield may use more than one consultant in locating a Target
Business.
Sheffield has no agreements or understandings with any consultant as of
the date hereof. However, a potential Target Business may have an agreement
with a consultant or advisor providing that services of the consultant or
advisor be continued after a Business Combination. Additionally, a particular
Target Business may be presented to Sheffield only on the condition that the
services of a consultant or advisor be continued if a Business Combination is
concluded. Such consultants or advisors may include attorneys or accountants
who have an agreement with the Target Business for continuation of their
services after any Business Combination. Such pre-existing agreements of
Target Businesses for the continuation of the services of attorneys,
accountants, advisors or consultants would be a factor in Sheffield's selection
of a Target Business.
THORNBURY CAPITAL CORPORATION
Thornbury Capital was formed to serve as a conduit for the distribution
of the dividend shares of Sheffield and of other similar "blank check"
companies to its shareholders. Thornbury is not, and does not intend to
become, a reporting company and its stock does not trade on any exchange or
in the over-the-counter market. Thornbury Capital does not intend to merge
with or acquire the assets of any other company. Thornbury Capital does not
fall within the definition of a "blank check" company as defined in Rule 419.
PRIOR BLANK CHECK COMPANIES
Management was involved in two blank check offerings in 1988. Mr.
Cassidy was vice president, a director and a shareholder of First Agate Capital
Corporation and Consolidated Financial Corporation. Each of these companies
raised $500,000 in an underwritten public offering, in August, 1988, and
November, 1988, respectively, of 50,000 units at $10.00 per unit with each
unit consisting of 500 shares of common stock and 500 common stock
purchase warrants. First Agate Capital Corporation is no longer a public
company and has had no activity since 1991. Consolidated Financial
Corporation was transferred to new management in 1990. As part of such
transaction, Mr. Cassidy transferred his shares and did not continue as an
officer or director. New management effected the merger of Consolidated
Financial Corporation with A.B.E Industrial Holdings in June, 1991.
CONFLICTS OF INTEREST
Mr. Cassidy, the President and Director of Sheffield, is the sole
shareholder of Pierce Mill which is, in turn, the controlling shareholder of
Thornbury Capital. Mr. Cassidy will be responsible for seeking, evaluating,
negotiating and consummating a Business Combination with a Target Business
which may result in terms providing benefits to Mr. Cassidy.
The terms of Business Combination may include such terms as Mr.
Cassidy remaining a director or officer of Sheffield and/or the continuing
securities or other legal work of Sheffield being handled by the law firm of
which Mr. Cassidy is the principal. The terms of a Business Combination may
provide for a payment by cash or otherwise to Pierce Mill for the purchase of
its Sheffield Common Stock by a Target Business. Mr. Cassidy would directly
benefit from such a payment. Such benefits may influence Mr. Cassidy's
choice of a Target Business.
Management expects to be involved with the organization of other blank
check companies of a similar nature and with similar business purposes as
Sheffield. A conflict may arise in the event that another blank check company
with which Management is affiliated is formed and actively seeks a Target
Business. It is anticipated that Target Businesses will be located for
Sheffield and other blank check companies, if any are formed, in chronological
order of the date of formation of such blank check companies. However, any
blank check companies that may be formed may differ from Sheffield in certain
items such as place of incorporation, number of shares and shareholders,
working capital, types of authorized securities, or other items. It may be that
a Target Business may be more suitable for or may prefer a certain blank
check company formed after Sheffield. In such case, a Business Combination
might be negotiated on behalf of the more suitable or preferred blank check
company regardless of date of formation.
Mr. Cassidy is the principal of Cassidy & Associates, a law firm
located in Washington, D.C. As such, demands may be placed on the time of
Mr. Cassidy which would detract from the amount of time he is able to devote
to Sheffield. Mr. Cassidy intends to devote as much time to the activities of
Sheffield as required. However, should such a conflict arise, there is no
assurance that Mr. Cassidy would not attend to other matters prior to those of
Sheffield. Mr. Cassidy projects that initially approximately 10% of his time
may be spent locating a Target Business which amount of time would increase
when the analysis of, and negotiations and consummation with, a Target
Business are conducted.
Pierce Mill owns 4,500,000 shares of Sheffield and 90% of the
outstanding shares of Thornbury Capital which will receive 90% of the
Dividend Shares. Mr. Cassidy is the sole shareholder of Pierce Mill and is
therefore considered the beneficial owner of the 4,500,000 shares of Sheffield
Common Stock owned by Pierce Mill and 450,000 of the Dividend Shares to
be distributed. No other securities, or rights to securities, of Sheffield will
be issued to Management or promoters, or their affiliates or associates, prior
to the completion of a Business Combination. At the time of a Business
Combination, Management expects that all or some of 4,500,000 shares of
Sheffield Common Stock owned by Pierce Mill will be purchased by the
Target Business. After a Business Combination, Management does not expect
that it or any promoter, affiliate or associate will have any interest in the
securities of Sheffield except for their ownership of Dividend Shares.
However, it is possible that Pierce Mill will continue to own some of the
4,500,000 shares of Sheffield Common Stock it now owns or that it will
receive rights to acquire securities of Sheffield on terms which cannot now be
determined. The amount of Sheffield Common Stock sold or continued to by
owned by Pierce Mill after a Business Combination and any rights to acquire
securities will be disclosed in the Post-Effective Amendment.
There are no agreements or understandings of any kind for any officer
or director to resign at the request of any other person and none of the
officers or directors of Sheffield are acting on behalf of or will act at the
direction of any other person. Any change in these representations will be
disclosed in the Post-Effective Amendment.
Sheffield anticipates seeking out a Target Business through solicitation.
Such solicitation may include newspaper or magazine advertisements, mailings
and other distributions to law firms, accounting firms, investment bankers,
financial advisors and similar persons, the use of one or more World Wide
Web sites and similar methods. No estimate can be made as to the number of
persons who will be contacted or solicited. Such persons will have no
relationship to Management.
Management expects that an additional representation and warranty
sought of a Target Business will be that for an agreed period of time after a
Business Combination Sheffield will employ a securities law firm to make
filings required under the Securities and Exchange Act of 1934, as amended,
to assure the continued eligibility for public trading of the Dividend Shares.
However, no assurance can be given that a Target Business will agree to
employ a securities law firm. Mr. Cassidy is a principal of Cassidy &
Associates, a law firm practicing in the areas of securities and Federal tax
law. It is possible that Management will prefer to enter into a Business Combin-
ation with a Target Business which agrees to have Sheffield retain Cassidy &
Associates as its continuing securities counsel. Such consideration could
affect the decision of which Business Combination Sheffield will enter into, and
could, in theory, result in the choice of a Business Combination for reasons
other than exclusively the characteristics of the Target Business. Any
employment of Cassidy & Associates as continuing securities counsel will be
disclosed in the Post-Effective Amendment.
Management may agree to pay finder's fees, as appropriate and
allowed, to unaffiliated persons who may bring a Target Business to Sheffield
where that reference results in a Business Combination. The amount of any
finder's will be subject to negotiation, and cannot be estimated at this time.
No finder's fee of any kind will be paid to the Management or promoters of
Sheffield, or to their associates or affiliates. No loans of any type have, or
will be, made to Management or promoters of Sheffield or to any of their
associates or affiliates. Any change in these representations will be disclosed
in the Post-Effective Amendment.
None of Sheffield's officers, directors, promoters, or their affiliates or
associates have had any negotiations with and there are no present
arrangements or understandings with any representatives of the owners of any
business or company regarding the possibility of a Business Combination.
Sheffield will not enter into a Business Combination, or acquire any
assets of any kind for its securities, in which Management or promoters of
Sheffield, or any affiliates or associates have any interest, direct or
indirect. Any change in these representations will be disclosed in the Post-
Effective Amendment.
Pierce Mill anticipates that it will actively negotiate the purchase of all
or a portion of its 4,500,000 shares of Sheffield Common Stock by a Target
Business, and anticipates that a Target Business will purchase all or part of
its Sheffield Common Stock. The unaffiliated shareholders of Thornbury Capital
will not have an opportunity to approve or consent to such purchase or to the
terms of such purchase.
Management has adopted certain policies involving possible conflicts of
interest, including prohibiting any of the following transactions involving
Management or promoters or their affiliates or associates:
(i) Any lending by Sheffield to such persons;
(ii) The issuance of any additional securities to such persons
prior to a Business Combination;
(iii) The entering into any Business Combination or acquisition of
assets in which such persons have any interest, direct
or indirect; or
(iv) The payment of any finder's fees to such persons.
These policies have been adopted by the Board of Directors of
Sheffield, and any changes in these provisions would require the approval of
the Board of Directors. Management does not intend to propose any such
action and does not anticipate that any such action will occur. Any change in
these representations will be disclosed in the Post-Effective Amendment.
There are no binding guidelines or procedures for resolving potential
conflicts of interest. Failure by Management to resolve conflicts of interest
in favor of Sheffield could result in liability of Management to Sheffield.
However, any attempt by shareholders to enforce a liability of Management to
Sheffield would most likely be prohibitively expensive and time consuming.
OTHER BLANK CHECK COMPANIES
Management is not currently involved with any blank check companies
other than Sheffield. In the event that Management does become affiliated
with a blank check company other than Sheffield, then a conflict of interest
may arise regarding competing searches for a Target Business. SEE
"MANAGEMENT--Prior Blank Check Companies".
INDEMNIFICATION
Pursuant to Delaware law and Sheffield's Certificate of Incorporation
and By-laws, its officers and directors (and former officers and directors) are
entitled to indemnification from it to the full extent permitted by law.
Sheffield's Certificate of Incorporation and By-laws generally provide for such
indemnification for claims arising out of the acts or omissions of the
company's officers and directors in their capacity as such, undertaken in good
faith and in a manner reasonably believed to be in, or not opposed to, the best
interests of Sheffield, and, with respect to any criminal action or proceeding,
as to which they had no reasonable cause to believe that their conduct was
unlawful. The conditions and extent of indemnification are set forth in the
Certificate of Incorporation and By-laws.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and controlling
persons of Sheffield pursuant to the foregoing provisions, or otherwise,
Sheffield has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the company of expenses incurred or paid by a director, officer or
controlling person of Sheffield 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, Sheffield 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 of whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933, as amended, and will be governed by the final adjudication of such
issue.
LIMITATION ON LIABILITY
As permitted by Delaware law, Sheffield's Certificate of Incorporation
provides that a director of Sheffield shall not be personally liable for
monetary damages for a breach of fiduciary duty as such, except for liability
(i) for any breach of the director's duty of loyalty, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) improper declaration of dividends, or (iv) for
any transaction from which the director derived an improper personal benefit.
This provision is intended to afford Sheffield's directors additional
protection from, and limit their potential liability from, suits alleging a
breach of their duty of care. Sheffield believes this provision will assist
it in the future in securing the services of directors who are not employees
of it. As a result of the inclusion of such a provision, stockholders may be
unable to recover monetary damages against directors for actions taken by
them which constitute negligence or gross negligence or which are in
violation of their fiduciary duties although it may be possible to obtain
injunctive or other equitable relief with respect to such actions.
If equitable remedies are found not to be available to shareholders for
any particular case, stockholders may not have any effective remedy against
the challenged conduct.
PRINCIPAL STOCKHOLDERS
As of the date of this Prospectus, Pierce Mill and Thornbury Capital
are the only shareholders of Sheffield. The following table sets forth
information as of the date of this Prospectus and as adjusted to reflect the
Distribution of Dividend Shares based on information obtained from the
persons named below, with respect to beneficial ownership of shares of
Sheffield Common Stock by (i) each person known by Sheffield to be the
owner of more than 5% of the outstanding shares of Sheffield Common Stock,
(ii) each director and (iii) all executive officers and directors as a group:
<TABLE>
<CAPTION>
Name and Amount of Beneficial Percentage of Ownership
Address Ownership Shares of Common Stock
Before After Before After
Distri- Distri- Distri- Distri-
tion tion tion tion
<S> <C> <C> <C> <C>
Pierce Mill
Associates, Inc.(1) 4,500,000 4,950,000(2) 90% 99%
1504 R Street, N.W.
Washington, D.C. 20009
Thornbury Capital
Corporation 500,000 0 10% 0%
1504 R Street, N.W.
Washington, D.C. 20009
James M. Cassidy 4,950,000(3) 4,950,000(4) 99% 99%
1504 R Street, N.W.
Washington, D.C. 20009
All executive officers
and directors, as a
group (1 person) 5,000,000 4,950,000 100% 99%
</TABLE>
________________
(1) Mr. Cassidy, the President and Director of Sheffield, has sole
investment power and sole voting power of the shares indicated
herein.
(2) Pierce Mill owns 450,000 shares of Thornbury Capital and, as a
result, will receive 450,000 Dividend Shares.
(3) Ownership by Mr. Cassidy is a result of his ownership interest in
Pierce Mill Associates, Inc.
(4) Ownership by Mr. Cassidy is a result of his ownership interest in
Pierce Mill Associates, Inc.
CERTAIN TRANSACTIONS
Sheffield has issued 4,500,000 shares of Sheffield Common Stock,
$.0001 par value, to Pierce Mill for a purchase price of $4,500. Sheffield has
issued 500,000 Shares of Sheffield Common Stock, $.0001 par value, to
Thornbury Capital for a purchase price of $500.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of Sheffield consists of 50,000,000 shares
of Common Stock, par value $.0001 per share, and 10,000,000 shares of
preferred stock, par value $.0001 per share (the "Sheffield Preferred Stock").
The following statements relating to the capital stock of Sheffield are
summaries and do not purport to be complete. Reference is made to the more
detailed provisions of, and such statements are qualified in their entirety by
reference to, the Certificate of Incorporation (the "Certificate") and the
By-laws, copies of which are filed as exhibits to the Registration Statement of
which this Prospectus is a part.
SHEFFIELD COMMON STOCK
Holders of Sheffield Common Stock will be entitled to one vote per
share with respect to all matters required by law to be submitted to holders of
Sheffield Common Stock. The Sheffield Common Stock will not have
cumulative voting rights. The Certificate provides that any action required to
be taken or that may be taken at an annual or special meeting of stockholders
may be taken by written consent in lieu of a meeting of stockholders.
Subject to the prior rights of holders of Preferred Stock, if any, holders
of the Sheffield Common Stock will be entitled to receive such dividends as
may be lawfully declared by the Board of Directors. SEE "Dividend Policy."
Upon any dissolution, liquidation or winding up of Sheffield, whether
voluntary or involuntary, holders of the Sheffield Common Stock are entitled
to share ratably in all assets remaining after the liquidation payments have
been made on all outstanding shares of Sheffield Preferred Stock, if any.
Upon the Distribution, the Dividend Shares offered hereby will be fully
paid and nonassessable. The Sheffield Common Stock will not have any
preemptive, subscription or conversion rights. The Board of Directors has the
authority to issue additional shares of Sheffield Common Stock. Sheffield
believes that the Board of Directors' ability to issue additional shares of
Sheffield Common Stock could facilitate certain financings and acquisitions and
provide a means for meeting other corporate needs that might arise. The
authorized but unissued shares of Sheffield Common Stock will be available
for issuance without further action by Sheffield's stockholders, unless
stockholder action is required by applicable law or the rules of any stock
exchange or system on which the Common Stock may then be listed. The
Board of Director's ability to issue additional shares of Sheffield Common
Stock could, under certain circumstances, either impede or facilitate the
completion of a merger, tender offer or other takeover attempt.
SHEFFIELD PREFERRED STOCK
Sheffield is authorized to issue up to 10,000,000 shares of Preferred
Stock without further stockholder approval. The shares of Sheffield Preferred
Stock may be issued in one or more series, with the number of shares of each
series and the rights, preferences and limitations of each series to be
determined by the Board of Directors.
Among the specific matters that may be determined by the Board of
Directors are dividend rights, if any, redemption rights, if any, the terms of a
sinking or purchase fund, if any, the amount payable in the event of any
voluntary liquidation, dissolution or winding up of the affairs of Sheffield,
conversion rights, if any, and voting powers, if any.
The issuance of shares of Sheffield Preferred Stock, or the issuance of
rights to purchase such shares, could be used to discourage an unsolicited
acquisition proposal. For instance, the issuance of a series of Sheffield
Preferred Stock might impede a business combination by including class voting
rights that would enable the holder to block such a transaction, or facilitate a
business combination by including voting rights that would provide a required
percentage vote of the stockholders. In addition, under certain circumstances,
the issuance of Sheffield Preferred Stock could adversely affect the voting
power of the holders of the Sheffield Common Stock. Although the Board of
Directors is required to make any determination to issue such stock based on
its judgment as to the best interests of the stockholders of Sheffield, the
Board of Directors could act in a manner that would discourage an acquisition
attempt or other transaction that some, or a majority, of the stockholders might
believe to be in their best interests or in which stockholders might receive a
premium for their stock over the then market price of such stock. The Board
of Directors does not at present intend to seek stockholder approval prior to
any issuance of currently authorized stock, unless otherwise required by law or
stock exchange rules. Sheffield has no present plans to issue any Sheffield
Preferred Stock.
DIVIDENDS
Sheffield does not expect to pay dividends prior to the consummation of
a Business Combination, if at all. Future dividends, if any, will be contingent
upon Sheffield's revenues and earnings, if any, capital requirements and
governmental financial conditions subsequent to the consummation of a
Business Combination. The payment of dividends subsequent to a Business
Combination will be within the discretion of Sheffield's then Board of
Directors. Sheffield presently intends to retain all earnings, if any, for use
in Sheffield's business operations and accordingly, the Board of Directors does
not anticipate declaring any dividends in the foreseeable future.
DISTRIBUTION
MANNER OF EFFECTING THE DISTRIBUTION
Stockholders of Thornbury Capital are being issued one Dividend Share
for each share of common stock of Thornbury Capital owned by them.
Thornbury Capital will effect the Distribution of Dividend Shares on
the Distribution Date by delivering the Dividend Shares to Comprehensive
Capital, Inc., as the Distribution Agent. SEE "INVESTORS' RIGHTS AND
SUBSTANTIVE PROTECTION UNDER RULE 419". The total number of
Dividend Shares to be distributed will depend on the number of shares of
Thornbury Capital common stock outstanding on the Distribution Date.
No stockholder of Thornbury Capital will be required to pay any cash
or other consideration for the Dividend Shares received in the Distribution or
to surrender or exchange shares of Thornbury Capital common stock. No vote
of Thornbury Capital stockholders is required or sought in connection with the
Distribution.
COMMENCEMENT OF SUBSCRIPTION PERIOD
When an agreement for a Business Combination has been entered into,
Sheffield will file a Post-Effective Amendment to the Registration Statement of
which this Prospectus is a part describing the Target Business or assets that
will constitute the Business Combination. SEE "BUSINESS". The
Post-Effective Amendment will contain information about the Target Business,
including audited financial statements. Within five business days after the
Effective Date of the Post-Effective Amendment, Sheffield will send by first
class mail, or other equally prompt means, to each stockholder a copy of the
Prospectus contained in the Post-Effective Amendment and any amendment or
supplement thereto along with a Subscription Form.
The Subscription Period will expire 45 business days following the
Effective Date of the Post-Effective Amendment (the "Expiration Date").
During the Subscription Period, investors must elect whether to remain
stockholders of Sheffield and return to Sheffield the Subscription Form
indicating their election. All Subscription Forms must be received by the
Distribution Agent no later than the Expiration Date, unless Subscription is
effected through a notice of guaranteed delivery, as described herein. Only
shareholders of Thornbury Capital who timely return a Subscription Form will
receive Dividend Shares.
DISTRIBUTION AGENT
The Distribution Agent for Sheffield is Comprehensive Capital, Inc.,
1600 Stewart Avenue, Suite 704, Westbury, New York 11590, telephone
516/832-8600, and telecopy 516/832-8648. The Distribution Agent is a
member firm of the National Association of Securities Dealers, Inc. and meets
the definitional requirements of Rule 419(b)(1)(i)(B) relating to the deposit of
securities and proceeds in an escrow account.
TRANSFER AGENT
The transfer agent for Sheffield is Affiliated Stock Transfer Co., 10
Westland Drive, Glen Cove, New York 11542, 516/759-6009.
HOW TO SUBSCRIBE
Stockholders should mail or deliver Subscription Forms to the
Distribution Agent in time to be received by 5:00 p.m. New York City Time
on the Expiration Date by one of the following methods at the following
address:
By first class mail, express mail or overnight courier, or by hand to:
Comprehensive Capital, Inc.
1600 Stewart Avenue
Suite 704
Westbury, New York 11590
DELIVERY TO AN ADDRESS OTHER THAN THE ABOVE WILL
NOT CONSTITUTE DELIVERY FOR PURPOSES OF THE
SUBSCRIPTION.
IT IS STRONGLY SUGGESTED THAT STOCKHOLDERS USE A
DELIVERY METHOD WHICH WILL GUARANTEE DELIVERY BY THE
EXPIRATION DATE AND WHICH WILL PROVIDE A RETURN RECEIPT
TO THE SENDER. NEITHER THE DISTRIBUTION AGENT NOR
SHEFFIELD WILL BE RESPONSIBLE FOR SUBSCRIPTION FORMS
THAT ARE NOT SO DELIVERED. ONLY SHAREHOLDERS OF
THORNBURY CAPITAL WHO TIMELY RETURN A SUBSCRIPTION
FORM WILL RECEIVE DIVIDEND SHARES.
The election to become a stockholder of Sheffield may be exercised by
stockholders whose Dividend Shares are in their own name ("Record Owners")
by completing the Subscription Form to be forwarded to each stockholder and
delivering it to the Distribution Agent. Stockholders whose Dividend Shares
are held by a nominee must exercise their election by contacting their
nominees, who can arrange, on a stockholder's behalf, to guarantee delivery of
a properly completed and executed Subscription Form. A fee may be charged
for this service. Subscription Forms must be received by the Subscription
Agent prior to 5:00 p.m. New York City Time on the Expiration Date.
ESCROW OF DIVIDEND SHARES
Following the Effective Date of the Registration Statement of which this
Prospectus is a part, the Dividend Shares will be placed in escrow with the
Distribution Agent. The Dividend Shares will be released from escrow upon
consummation of a Business Combination and effectiveness of a Post-Effective
Amendment which contains the terms of such Business Combination. The
Dividend Shares will be held in escrow until the earlier of (i) written
notification from Sheffield that certain conditions have been satisfied
including, where applicable, that a Business Combination has been consummated,
in which case the Dividend Shares will be delivered to the shareholders of
Thornbury Capital or (ii) the return of the Dividend Shares to Sheffield if a
Business Combination is not consummated within 18 months from the Effective
Date of the initial Registration Statement.
TRANSFER OF DIVIDEND SHARES WHILE IN ESCROW
Subject to compliance with applicable securities laws, any owner of
Dividend Shares held in escrow may transfer ownership of the Dividend Shares
(i) to a family member or in the event of the holder's death by will or
operation of law, provided that any such transferee must agree as a condition
to such transfer to be bound by the restrictions on transfer applicable to the
original holder (ii) pursuant to a qualified domestic relations order as defined
by the Internal Revenue Code of 1986 or (iii) pursuant to the applicable
provisions of the Employee Retirement Income Security Act. Holders of the
Dividend Shares will be entitled to vote on all matters in which stockholders
are entitled to vote while the Dividend Shares are held in escrow.
LISTING AND TRADING OF THE DIVIDEND SHARES
No current public trading market for the Dividend Shares exists. The
extent of the market, if any, for the Dividend Shares and the prices at which
the Dividend Shares may trade after the Distribution cannot be predicted. SEE
"RISK FACTORS-Restricted Resales of the Securities under State Securities
'Blue Sky Laws'".
Once released from escrow, the Dividend Shares distributed to
Thornbury Capital stockholders will be freely transferable, except for Dividend
Shares received by persons who may be deemed to be "affiliates" of Sheffield
under the Securities Act. Persons who may be deemed to be affiliates of
Sheffield after the Distribution generally include individuals or entities that
control, are controlled by or are under common control with Sheffield, and
includes the directors and principal executive officers of Sheffield as well as
any principal stockholder of Sheffield. Affiliates, as defined, are permitted
to sell securities of an affiliated issuer only pursuant to an effective
registration statement under the Securities Act or an exemption from the
registration requirements of the Securities Act, such as the exceptions
afforded by Section 4(2) of the Securities Act and Rule 144 thereunder.
RESULTS OF THE DISTRIBUTION
After the Distribution, Sheffield will be a reporting (public) company
with a class of securities qualified for trading in the United States secondary
market. The number of Dividend Shares to be distributed will be determined
as of the Distribution Date. The Distribution will not affect the number of
outstanding shares of Thornbury Capital common stock or any rights of
Thornbury Capital stockholders.
FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION
Thornbury Capital has not requested nor does it intend to request a
ruling from the Internal Revenue Service as to the federal income tax
consequence of the Distribution. However, based on the facts of the proposed
transaction, it is the opinion of Management that the transaction will not
qualify as a "tax free" spin off under Section 355 of the Internal Revenue Code
of 1986, as amended. Rather, the transaction is presumed to be a taxable
distribution to which Section 301 applies. The amount of the Distribution will
be its fair market value and will be taxable as a dividend to the extent of
current or accumulated earnings and profits of Thornbury Capital.
Notwithstanding the presumed taxability of the transaction, Management is of
the opinion it will have only minimal impact on the taxable income of any
stockholder of Thornbury Capital since Thornbury Capital is not expected to
have earnings or profits as of the Distribution Date. Furthermore, because
there is no public market for the Dividend Shares, the fair market value of the
Distribution will probably be minimal on the Distribution Date.
The discussion is limited to domestic non-corporate stockholders who
hold Dividend Shares as "capital assets" within the meaning of Section 1221 of
the Internal Revenue Code of 1986, as amended (the "Code"). The 1986 Act
has increased the maximum effective tax rate on long-term capital gains of
individuals for taxable years beginning after December 31, 1987, and has
eliminated any preferential tax rate for such long-term capital gains for tax-
able years beginning after December 31, 1987. The federal income tax
consequences to corporate shareholders, foreign shareholders and shareholders
having special status under the Code may vary from those set forth below.
The foregoing sets forth the opinion of Management. The Internal
Revenue Service is not bound thereby and no assurance exists that it will
concur with the position of Management regarding the value of the Dividend
Shares or other matters herein discussed. Specifically, it is possible that the
Internal Revenue Service may assert that a substantially higher fair market
value existed for the Dividend Shares on the date of Distribution. If the
Internal Revenue Service were to successfully assert that a substantially higher
value should be placed on the amount of the Distribution, the taxation of the
transaction to Sheffield and its stockholders would be based on such higher
value. In such event, the tax impact might increase significantly and might not
be minimal. Thornbury Capital would recognize gain to the extent the value
placed on the amount of the Distribution exceeded its adjusted basis in the
Dividend Shares. The stockholders of Thornbury Capital would be taxed on
the amount so determined for the Distribution as a dividend to the extent of
any current year or accumulated earnings and profits of Thornbury Capital and
would recognize gain on the balance of the Distribution to the extent it
exceeded their adjusted basis in Dividend Shares owned by them.
The state, local and foreign tax consequences of the Distribution may
vary from jurisdiction or jurisdiction. Accordingly, each stockholder of
Thornbury Capital is advised to consult a personal advisor.
LEGAL PROCEEDINGS
Sheffield is not a party to any legal proceedings and has no knowledge
of any legal proceedings contemplated to be brought by or against it.
LEGAL MATTERS
The legality of the securities being registered by this Registration
Statement is being passed upon by Cassidy & Associates, of which James M.
Cassidy, a Director of Sheffield, is a principal. Mr. Cassidy is the sole
shareholder of Pierce Mill which is the principal stockholder of Sheffield and
which has a controlling interest in Thornbury Capital, the Distributing
Company. SEE "CONFLICTS OF INTEREST" and "PRINCIPAL
SHAREHOLDERS".
EXPERTS
The financial statements included in this Prospectus have been audited
by Weinberg, Pershes & Company, P.A., independent certified public
accountants, to the extent and for the period set forth in their report
appearing elsewhere herein, and is included in reliance upon such report given
upon the authority of said firm as experts in accounting and auditing.<PAGE>
<PAGE>
SHEFFIELD ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 - INDEPENDENT AUDITORS' REPORT
PAGE 2 - BALANCE SHEET AS OF DECEMBER 31, 1996
PAGE 3 - NOTES TO BALANCE SHEET AS OF DECEMBER 31, 1996
<PAGE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
Sheffield Acquisitions, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of Sheffield Acquisitions,
Inc. (a development stage company) as of December 31, 1996. This financial
statement is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial statement based on our
audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the balance sheet. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall balance sheet
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the balance sheet referred to above presents fairly in all
material respects, the financial position of Sheffield Acquisitions, Inc. (a
development stage company) as of December 31, 1996, in conformity with
generally accepted accounting principles.
WEINBERG, PERSHES & COMPANY, P.A.
Boca Raton, Florida
April 1, 1997
<PAGE>
SHEFFIELD ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF DECEMBER 31, 1996
ASSETS
Cash $ 3,492
Due from related party 1,508
__________
TOTAL ASSETS $ 5,000
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities $ -
________
Stockholders' Equity
Preferred Stock, $.0001 par value, 10 million
shares authorized, zero issued and outstanding -
Common Stock, $.0001 par value, 50 million
shares authorized 5,000,000 issued and
outstanding 500
Capital in excess of par 4,500
_______
Total Stockholders' Equity 5,000
________
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,000
=========
See accompanying notes to balance sheet.
2
<PAGE>
SHEFFIELD ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO BALANCE SHEET
AS OF DECEMBER 31, 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
Sheffield Acquisitions, Inc. (a development stage company) ("the
Company") was incorporated in Delaware on September 25, 1996 to serve
as a vehicle to effect a merger, exchange of capital stock, asset
acquisition or other business combination (the "Business
Combination") with a domestic or foreign private business (the
"Target Business"). At December 31, 1996, the Company had not yet
commenced any formal business operations, and all activity to date
relates to the Company's formation and proposed fund raising. The
company's fiscal year end is December 31.
The Company's ability to commence operations is contingent upon its
ability to identify a prospective Target Business and raise the
capital it will require through the issuance of equity securities,
debt securities, bank borrowings or a combination thereof.
In connection with a registration statement, the Company will
distribute up to 500,000 shares of the Company's common stock to
shareholders of Thornbury Capital Corporation (a related party).
The Company received $500 as consideration for the issuance of the
common stock. The Shares to be distributed to the shareholders
will be held in escrow and may not be sold or transferred until
the Company has consummated a Business Combination.
After the Business Combination is consummated, the Shares will be
released from escrow at no cost to the recipients.
B. Use of Estimates
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
3
<PAGE>
SHEFFIELD ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO BALANCE SHEET
AS OF DECEMBER 31, 1996
NOTE 2 - PROPOSED DISTRIBUTIONS
The Proposed Distributions call for the Company to register the 500,000
shares of Common Stock being distributed to the stockholders of
Thornbury Capital Corporation (a corporation who will distribute the
stock to its stockholders).
NOTE 3 - STOCKHOLDERS' EQUITY
A. Preferred Stock
The Company is authorized to issue 10,000,000 shares of preferred
stock at $.0001 par value, with such designations, voting and other
rights and preferences as may be determined from time to time by the
Board of Directors.
B. Common Stock
The Company is authorized to issue 50,000,000 shares of common stock
at $.0001 par value. The Company issued 4,500,000 and 500,000 shares
of Common Stock par value $.0001 per share to Pierce Mill Associates,
Inc. and Thornbury Capital Corporation, respectively.
NOTE 4 - RELATED PARTIES
Legal counsel to the Company is a firm owned by a director of the
Company who also owns 100% of the outstanding stock of Pierce Mill
Associates, Inc. The same party is also the controlling shareholder
of Thornbury Capital Corporation.
Pierce Mill Associates, Inc. has agreed to pay all initial costs and
expenses including registration expenses. As of December 31, 1996,
the Company has paid $1,508 of expenses which they anticipate being
reimbursed by Pierce Mill Associates, Inc.
4
<PAGE>
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus, and, if given or made, such information or representations may
not be relied on as having been authorized by Sheffield or by any of the
Underwriters. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create an implication that there has
been no change in the affairs of Sheffield since the date hereof. This
Prospectus does not constitute an offer to sell, or solicitation of any offer
to buy, by any person in any jurisdiction in which it is unlawful for any such
person to make such offer or solicitation. Neither the delivery of this
Prospectus nor any offer, solicitation or sale made hereunder, shall under any
circumstances create any implication that the information herein is correct as
of any time subsequent to the date of the Prospectus.
------------------------
TABLE OF CONTENTS
Page
Prospectus Summary
Sheffield Acquisitions, Inc.
Risk Factors
Business
Use of Proceeds
Dilution
Capitalization
Management's Discussion and Analysis of
Financial Condition and Results of
Operations
Management
Conflicts of Interest
Principal Stockholders
Description of Capital Stock
Distribution
Legal Proceedings
Legal Matters
Experts
Index to Financial Statements
Until 90 days after the release of the registered securities from the
Escrow account, all dealers effecting transactions in the registered securities,
whether or not participating in this distribution, may be required to deliver
a prospectus. This is in addition to the obligations of dealers to deliver a
Prospectus when Acting as underwriters and with respect to their unsold
allotments or subscriptions.
<PAGE>
<PAGE>
SHEFFIELD ACQUISITIONS, INC.
500,000 Shares of
Common Stock
----------
PROSPECTUS
----------
June ____, 1997
=======================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses in connection with this
Registration Statement. All of such expenses are estimates, other than the
filing fees payable to the Securities and Exchange Commission.
<TABLE>
<CAPTION>
<S> <C>
Filing Fee - Securities and Exchange Commission $1,515
Fees and Expenses of Accountants 500
Fees and Expenses of Counsel --- (1)
Blue Sky Fees and Expenses 1,000
Printing and Engraving Expenses 500
Transfer and Distribution Agent Fees 500
Miscellaneous Expenses 985
Total $5,000 (2)
</TABLE>
(1) Contributed by Management.
(2) These expenses have been or will be paid by Pierce Mill Associates,
Inc. without recourse to Sheffield.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sheffield is incorporated in Delaware. Under Section 145 of the General
Corporation Law of the State of Delaware, a Delaware corporation has the power,
under specified circumstances, to indemnify its directors, officers, employees
and agents in connection with actions, suits or proceedings brought against
them by a third party or in the right of the corporation, by reason of the
fact that they were or are such directors, officers, employees or agents,
against expenses incurred in any action, suit or proceeding. The Certificate
of Incorporation and the By-laws of Sheffield provide for indemnification of
directors and officers to the fullest extent permitted by the General
Corporation Law of the State of Delaware.
The General Corporation Law of the State of Delaware provides that a
certificate of incorporation may contain a provision eliminating the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) of the General Corporation Law of the State of Delaware, or
(iv) for any transaction from which the director derived an improper personal
benefit. Sheffield's Certificate of Incorporation contains such a provision.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
On October 31, 1996, Sheffield issued 4,500,000 shares of Sheffield
Common Stock par value $.0001 per share to Pierce Mill Associates, Inc., a
Delaware corporation for consideration of $4,500 in cash in reliance upon the
exemption from registration provided by Section 4(2) of the Securities Act of
1933.
On October 31, 1996, Sheffield issued 500,000 shares of Sheffield Common Stock,
par value $.0001 per share to Thornbury Capital Corporation, a Delaware
corporation for a total consideration of $500 in cash in reliance upon the
exemption from registration provided by Section 4(2) of the Securities Act of
1933.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
3.(i)** Certificate of Incorporation of Sheffield Acquisitions, Inc.
3.(ii)** By-Laws of Sheffield Acquisitions, Inc.
4.1** Form of Sheffield Common Stock Certificate
5.1 * Opinion of Cassidy & Associates
10.1 Form of Escrow Agreement for the Dividend Shares
24.1 Consent of Weinberg, Pershes & Company, P.A.
24.2 * Consent of Cassidy & Associates (included in Exhibit 5)
- ---------------
* To be filed by Amendment.
** Previously filed.
(b) The following financial statement schedules are included in this
Registration Statement.
None.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(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.
(b) 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
is that 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.
(c) The undersigned registrant hereby undertakes that:
(i) For purposes of determining any liability under the Securities Act of
1933, 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 497(h) under
the Securities Act shall be deemed to be part of this registration statement
as of the time it was declared effective.
(ii) For the purpose of determining any liability under the Securities Act of
1933, 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Sheffield Acquisitions, Inc. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-1 and has
duly caused this Amendment #2 to the Registration Statement on Form S-1 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Washington, D.C. on the 20th day of June, 1997.
SHEFFIELD ACQUISITIONS, INC.
By: /s/ James M. Cassidy
James M. Cassidy
President and Chief Executive Officer
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.
Signature Title Date
/s/ James M. Cassidy Director, President, June 20, 1997
James M. Cassidy Chief Executive Officer
<PAGE>
<PAGE>
EXHIBIT INDEX
Page
10.1 Form of Escrow Agreement for the Dividend Shares
24.1 Consent of Weinberg, Pershes & Company, P.A.
<PAGE>
ESCROW AGREEMENT by and between SHEFFIELD
ACQUISITIONS, INC. (the "Issuer" or "Sheffield") and COMPREHENSIVE
CAPITAL, INC., 1600 Stewart Avenue, Suite 704, Westbury, New York
11590 (the "Distribution Agent") relating the deposit with the Distribution
Agent of shares of common stock of Sheffield.
WHEREAS, Sheffield has filed with the Securities and Exchange
Commission (the "Commission") a registration statement, file number 333-
17117 (the "Registration Statement") covering a proposed distribution of its
securities (collectively, the "Securities") consisting of 500,000 shares of its
common stock (the "Dividend Shares") to the shareholders of Thornbury
Capital Corporation ("Thornbury Shareholders"); and
WHEREAS, the Distribution is being conducted in accordance with
Rule 419 promulgated under the Securities Act of 1933, as amended (the
"Securities Act"); and
WHEREAS, Sheffield proposes to establish an escrow account with the
Distribution Agent in connection with the Distribution and the Distribution
Agent is willing to establish such escrow account on the terms and subject to
the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto hereby agree as follows:
1. DEFINED TERMS. Any terms not defined herein shall have
those meanings assigned to such terms in the Registration Statement.
2. DISTRIBUTION AGENT. Comprehensive Capital, Inc., 1600
Stewart Avenue, Suite 704, Westbury, New York 11590 is hereby appointed
to act as escrow and distribution agent (the "Distribution Agent") for the
purposes herein set forth.
3. DEPOSIT OF ITEMS IN ESCROW. All securities issued in
connection with the Distribution, including the Dividend Shares and any shares
issued with respect to stock splits, stock dividends or similar rights, shall be
deposited directly into the escrow account promptly upon issuance (the
"Escrowed Securities").
4. DEPOSIT AND INVESTMENT OF PROCEEDS.
A. All offering proceeds, after deduction of cash paid for
underwriting commissions, underwriting expenses and dealer allowances, and
amounts permitted to be released to the registrant pursuant to Rule 419 of the
General Rules and Regulations of the Securities and Exchange Commission
("Rule 419") shall be deposited promptly into the escrow or trust account;
provided, however that no deduction may be made for underwriting
commissions, underwriting expenses or dealer allowances payable to an
affiliate of the registrant.
B. Deposited proceeds shall be in the form of checks, drafts,
or money orders payable to the order of the escrow agent or trustee.
C. Deposited proceeds and interest or dividends thereon, if any,
shall be held for the sole benefit of the purchasers of the securities.
D. Deposited proceeds shall be invested in one of the
following:
(i) an obligation that constitutes a "deposit", as that
term is defined in section 3(l) of the Federal Deposit
Insurance Act [12 U.S.C. 1813(l)(1991)];
(ii) securities of any open-end investment company
registered under the Investment Company Act of 1940
that holds itself out as a money market fund meeting the
conditions of paragraphs (c)(2), (c)(3), and (c)(4) of
Rule 2a-7 under the Investment Company Act; or
(iii) securities that are direct obligations of, or
obligations guaranteed as to principal or interest by, the
United States.
E. Interest or dividends earned on the funds, if any, shall be
held in the escrow or trust account until the funds are released in accordance
with the provisions of Rule 419. If funds held in the escrow or trust account
are released to a purchaser of the securities, the purchasers shall receive
interest or dividends earned, if any, on such funds up to the date of release.
If funds held in the escrow or trust account are released to the registrant,
interest or dividends earned on such funds up to the date of release may be
released to the registrant.
F. The registrant may receive up to 10% of the proceeds
remaining after payment of underwriting commissions, underwriting expenses
and dealer allowances permitted by paragraph (b)(2)(i) of Rule 419, exclusive
of interest or dividends, as those proceeds are deposited into the escrow or
trust account.
5. DEPOSIT OF SECURITIES.
A. All securities issued in connection with the offering, whether
or not for cash consideration, and any other securities issued with respect to
such securities, including securities issued with respect to stock splits, stock
dividends, or similar rights, shall be deposited directly into the escrow or
trust account promptly upon issuance. The identity of the purchaser of the
securities shall be included on the stock certificates or other documents
evidencing such securities.
B. Securities held in the escrow or trust account are to remain
as issued and deposited and shall be held for the sole benefit of the pur-
chasers, who shall have voting rights, if any, with respect to securities held
in their names, as provided by applicable state law. No transfer or other
disposition of securities held in the escrow or trust account or any interest
related to such securities shall be permitted other than by will or the laws
of descent and distribution, pursuant to a qualified domestic relations order
as defined by the Internal Revenue Code of 1986 as amended or pursuant to
Title 1 of the Employee Retirement Income Security Act or the rules thereunder.
C. Warrants, convertible securities or other derivative securities
relating to securities held in the escrow or trust account may be exercised or
converted in accordance with their terms; provided, however, that securities
received upon exercise or conversion, together with any cash or other
consideration paid in connection with the exercise or conversion, are promptly
deposited into the escrow or trust account.
6. CONDITIONS FOR RELEASE OF DEPOSITED SECURITIES
AND FUNDS. Funds held in the escrow or trust account may be released to
the registrant and securities may be delivered to the purchaser or other
registered holder identified on the deposited securities only at the same time
as or after:
A. the escrow agent or trustee has received a signed
representation from the registrant, together with other evidence acceptable to
the escrow agent or trustee, that the requirements of paragraphs (e)(1) and
(e)(2) of Rule 419 have been met; and
B. consummation of an acquisition(s) meeting the requirements
of paragraph (e)(2)(iii) of Rule 419.
7. RELEASE OF ESCROWED SECURITIES.
The Distribution Agent will release the Escrow Securities to the
Thornbury Shareholders after the Distribution Agent has received a signed
representation from Sheffield and any other evidence acceptable to the
Distribution Agent that:
A. Sheffield has executed an agreement for a Business
Combination;
B. A Post-Effective Amendment describing the Target Business
as provided by Rule 419 has been declared effective and has been delivered,
within five business days of its effective date, to each Thornbury Shareholder;
and
C. The Business Combination has been completed as provided
by Rule 419 and the Thornbury Shareholders who elect to remain as
stockholders of Sheffield have returned to Sheffield the Subscription Form
indicating such election within the Subscription Period allowed therefore.
If a Business Combination is not consummated within 18 months from the
effective date of the initial Registration Statement, the Escrowed Securities
shall be returned to Sheffield and all rights accruing to the Thornbury
Shareholders in regard to the Escrowed Securities will cease.
Upon disbursement of the Escrowed Securities pursuant to the terms
hereof, the Distribution Agent shall be relieved of all further obligations and
released from all liability under this Agreement.
8. CONCERNING THE DISTRIBUTION AGENT.
A. The Distribution Agent represents that (i) it is a broker or
dealer registered under the Securities Exchange Act of 1934 (the "Exchange
Act") maintaining net capital equal to or exceeding $25,000 (as calculated
pursuant to Exchange Act Rule 15c3-1), (ii) that it will hold in an escrow
account in which it acts as trustee for persons having beneficial interests in
the account all securities issued in connection with the Registration Statement,
and (iii) if it receives any amounts in cash as part of the offering proceeds
or otherwise it will establish a separate bank escrow account maintained by an
"insured depository institution" as that term is defined in Section 3(c)(2) of
the Federal Deposit Insurance Act.
B. The Distribution Agent shall not be under any duty to give
the Escrowed Securities held by it hereunder any greater degree of care than
it gives its own similar property and shall not be required to invest any funds
held hereunder, if any, except as directed in this Escrow Agreement.
C. This Escrow Agreement expressly sets forth all the duties
of the Distribution Agent with respect to any and all matters pertinent hereto.
No implied duties or obligations shall be read into this Escrow Agreement
against the Distribution Agent. The Distribution Agent shall not be bound by
the provisions of any agreement among the other parties hereto except this
Escrow Agreement.
D. The Distribution Agent shall be entitled to rely upon any
order, judgment, certification, demand, notice, instrument or other writing
delivered to it hereunder without being required to determine the authenticity
or the correctness of any fact stated therein or the propriety or validity of
the service thereof. The Distribution Agent may act in reliance upon any
instrument or signature believed by it in good faith to be genuine and may
assume, if in good faith, that any person purporting to give notice or receipt
or advice or make any statement or execute any document in connection with
the provisions hereof has been duly authorized to do so.
E. The Distribution Agent may act pursuant to the advice of
counsel with respect to any matter relating to this Escrow Agreement and shall
not be liable for any action taken or omitted in good faith and in accordance
with such advice. The Distribution Agent shall be entitled to consult with
counsel of its own choosing and shall not be liable for any action taken,
suffered or omitted by it in accordance with the advice of such counsel.
F. The Distribution Agent makes no representation as to the
validity, value, genuineness or the collectability of any security or other
documents or instrument held by or delivered to it. The Distribution Agent
shall have no responsibility at any time to ascertain whether or not any
security interest exists in the Escrowed Securities or any part thereof or to
file any financing statement under the Uniform Commercial Code with respect to
the Escrowed Securities or any part thereof.
G. The Distribution Agent shall have no responsibility for the
contents of any writing of any third party contemplated herein as a means to
resolve disputes and may rely without any liability upon the contents thereof.
H. In the event of any disagreement among or between the
parties hereto resulting in adverse claims or demands being made in connection
with the Escrowed Securities or in the event that the Distribution Agent in
good faith is in doubt as to what action it should take hereunder, the
Distribution Agent shall be entitled to retain the Escrowed Securities until the
Distribution Agent shall have received (i) a final and non-appealable order
from the American Arbitration Association or from a court of competent
jurisdiction directing delivery of the Escrowed Securities and (ii) a written
agreement executed by the other parties hereto directing delivery of the
Escrowed Securities in which event the Distribution Agent shall disburse the
Escrowed Securities in accordance with such order or agreement. Any order
referred to hereinabove shall be accompanied by a legal opinion by counsel for
the presenting party satisfactory to the Distribution Agent to the effect that
such order is final and non-appealable. The Distribution Agent shall act on
such order and legal opinions without further question.
I. The Distribution Agent will be reimbursed by Sheffield for
all reasonable expenses, disbursements and advances incurred or made by it in
performance of its duties hereunder.
J. The Distribution Agent and its partners, employees, attorneys
and agents, shall not incur any liability whatsoever for the holding or delivery
of documents or the taking of any other action in accordance with the terms
and provisions of this Escrow Agreement, for any mistake or error in
judgment, for compliance with any applicable law or any attachment, order or
other directive of any court or other authority (irrespective of any conflicting
term or provision of this Escrow Agreement), or for any act or omission of
any other person engaged by Distribution Agent in connection with this Escrow
Agreement other than for its gross negligence or willful misconduct.
K. The Distribution Agent shall not be responsible for the
performance by Sheffield of its obligations under this Agreement.
9. AMENDMENT; RESIGNATION. The Distribution Agent may resign for any
reason upon seven (7) business days written notice to Sheffield. Should the
Distribution Agent resign as herein provided, it shall not be
required to accept any deposit, make any disbursement or otherwise dispose
of the Escrowed Securities, but its only duty shall be to hold the Escrowed
Securities unless if a successor distribution agent shall have been appointed
and written notice thereof (including the name and address of such successor
distribution agent) shall have been given to the resigning Distribution Agent
by Sheffield and the successor distribution agent, at which time the resigning
Distribution Agent shall pay over to the successor distribution agent the
Escrowed Securities. Upon the resignation, dissolution, disqualification or
refusal of Distribution Agent (or any successor distribution agent) to serve, or
continue to serve under this Escrow Agreement, and should the parties hereto
fail to agree upon a successor distribution agent, Sheffield shall have the
right to designate a qualified distribution agent who shall enter into and be
bound by the terms of this Agreement.
10. REPRESENTATIONS AND WARRANTIES. Sheffield hereby
represents and warrants to the Distribution Agent that no party other than
Sheffield and the Thornbury Shareholders, as the case may be, have, or shall
have any lien, claim or security interest in the Escrowed Securities or any part
thereof.
11. NOTICES. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be (a) delivered
by hand or (b) sent by mail, registered or certified, with proper postage
prepaid, and addressed as follows:
If to Sheffield:
Sheffield Acquisitions, Inc.
1504 R Street, N.W.
Washington, D.C. 20009
If to the Distribution Agent:
Comprehensive Capital, Inc.
1600 Stewart Avenue
Suite 704
Westbury, New York 11590
or to such other address as the person to whom notice is to be given may have
previously furnished to the others in the above-referenced manner. All notices
and communications, if mailed, shall be effective when deposited in the mails,
except that notices and communications to the Distribution Agent and notices
of changes of address shall not be effective until received.
12. ARBITRATION.
A. Scope. The parties hereby agree that any and all claims
(except only for requests for injunctive or other equitable relief) whether
existing now, in the past or in the future as to which the parties or any
affiliates may be adverse parties, and whether arising out of this agreement or
from any other cause, will be resolved by arbitration before the American
Arbitration Association.
B. Situs. The situs of arbitration shall be chosen by the party
against whom arbitration is sought, provided only that arbitration shall be held
at a place in the reasonable vicinity of such party's place of business or
primary residence and shall be within the United States. The situs of
counterclaims will be the same as the situs of the original arbitration. Any
disputes concerning situs will be decided by the American Arbitration
Association.
C. Applicable Law. The law applicable to the arbitration and
this agreement shall be that of the State of Delaware, determined without
regard to its provisions which would otherwise apply to a question of conflict
of laws. Any dispute as to the applicable law shall be decided by the
arbitrator.
D. Disclosure and Discovery. The arbitrator may, in its
discretion, allow the parties to make reasonable disclosure and discovery in
regard to any matters which are the subject of the arbitration and to compel
compliance with such disclosure and discovery order. The arbitrator may
order the parties to comply with all or any of the disclosure and discovery
provisions of the Federal Rules of Civil Procedure, as they then exist, as may
be modified by the arbitrator consistent with the desire to simplify the conduct
and minimize the expense of the arbitration.
E. Finality and Fees. Any award or decision by the American
Arbitration Association shall be final, binding and non-appealable except as to
errors of law. Each party to the arbitration shall pay its own costs and
counsel fees.
F. Measure of Damages. In any adverse action, the parties
shall restrict themselves to claims for compensatory damages and no claims
shall be made by any party or affiliate for lost profits, punitive or multiple
damages.
G. Covenant not to Sue. The parties covenant that under no
conditions will any party or any affiliate file any action against the other
(except only requests for injunctive or other equitable relief) in any forum
other than before the American Arbitration Association, and the parties agree
that any such action, if filed, shall be dismissed upon application and shall be
referred for arbitration hereunder with costs and attorney's fees to the
prevailing party.
H. Intention. It is the intention of the parties and their
affiliates that all disputes of any nature between them, whenever arising, from
whatever cause, based on whatever law, rule or regulation, whether statutory or
common law, and however characterized, be decided by arbitration as provided
herein and that no party or affiliate be required to litigate in any other
forum any disputes or other matters except for requests for injunctive or
equitable relief. This agreement shall be interpreted in conformance with this
stated intent of the parties and their affiliates.
10. MISCELLANEOUS.
A. No party may assign any of its rights or obligations under
this Escrow Agreement without the written consent of the other party.
B. This Escrow Agreement shall be governed by the laws of the
State of Delaware.
C. This Escrow Agreement may be executed in one or more
counterparts but all such separate counterparts shall constitute but one and the
same instrument; provided that, although executed in counterparts, the
executed signature pages of each such counterpart may be affixed to a single
copy of this Escrow Agreement which shall constitute an original. Evidence
of execution of this Escrow Agreement may be made by facsimile transmission
thereof.
11. EFFECTIVE DATE.
The effective date of this Escrow Agreement is
______________________, 1997.
IN WITNESS WHEREOF, the parties hereto have caused this Escrow
Agreement to be executed.
SHEFFIELD ACQUISITIONS, INC.
ATTEST:
____________________________ By:_________________________________
COMPREHENSIVE CAPITAL, INC.
ATTEST:
_____________________________ By:_________________________________
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the use in this Amendment No. 2 to
Registration Statement on Form S-1 of our report dated April 1,
1997, relating to the audited financial statements of Sheffield
Acquisitions, Inc. and to the reference to our Firm under the
caption "Experts" in the Prospectus.
WEINBERG, PERSHES & COMPANY, P.A.
Certified Public Accountants
Boca Raton, Florida
June 19, 1997
