UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
POST-EFFECTIVE AMENDMENT NO. 1
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
UNDER SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934
CHAMPION COMMUNICATION SERVICES, INC.
(Name of Small Business Issuer in its charter)
Delaware 76-0448005
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1610 Woodstead Court
Suite 330 77380
The Woodlands, Texas (Zip Code)
(Address of principal executive offices)
Issuer's telephone number: (281) 362-0144
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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Part II, Item 4 is amended to read as follows:
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
Since the Company's organization, the Company has issued the following
securities in unregistered transactions:
1. On September 29, 1994, the Company issued 1,500,000 shares of Common
Stock to each of Albert F. Richmond and David A. Terman, the founders of the
Company. In October 1994, the Company issued an additional 300,000 shares to
each of Mr. Richmond and Mr. Terman. These shares were issued in consideration
of reduction of indebtedness owed by the Company to Champion Communications
Company, a company wholly owned by Mr. Richmond. The shares were issued at $.50
per share. The Company incurred this indebtedness to finance the acquisition of
1,501 CRs from Motorola, Inc. in November and December 1996. See "Description of
Business-History." These shares were issued in reliance on the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as amended
(the "Securities Act"). The offering was made to a limited number of offerees,
Messrs. Richmond and Terman, who are sophisticated investors and who, as
founders of the Company, had access to all information about the Company. The
Company did not engage in any public solicitation in connection with this
offering.
2. In October 1994, the Company accepted subscriptions for 658,000 shares
of Common Stock to be sold to 16 of its employees, officers and directors in a
private placement at $.50 per share. These shares were issued in reliance on the
exemption from registration provided by Rule 504 of Regulation D. At the time of
the offering, the Company was not subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The aggregate
offering price was less than $1 million and the Company did not make any other
offerings pursuant to Rule 504 within 12 months of the offering.
3. In November 1995, the Company issued warrants to acquire 600,000
shares of Common Stock for $1.35 per warrant to three warrantholders in a
private placement. These securities were issued in reliance on the exemption
provided by Section 4(2) of the Securities Act. The offering was made to a
limited number of sophisticated investors, i.e., the Company's three Canadian
underwriters. The underwriters had access to all information about the Company
and the Company did not engage in any general solicitation with respect to the
offering of the warrants. In connection with the sale of these warrants the
Company paid Britwirth Investment Company, Ltd. ("Britwirth") fees of $81,000
and granted Britwirth options to purchase up to 60,000 shares of Common Stock at
CDN $3.70 exercisable until September 25, 1999.
In October 1996, the warrantholders exercised their warrants and, upon
such exercise, the Company issued 600,000 shares of Common Stock to the
warrantholders, which stock was registered in the Company's initial public
offering in Canada. No additional cash was due on conversion of these warrants.
These shares were issued pursuant to section 4(2) of the Securities Act.
<PAGE>
4. In December 1995, the Company issued 75,562 shares of Common Stock to
27 of its stockholders, consultants and employees in a private placement, in
exchange for $1.35 per share or an aggregate amount of $102,008.70. These
securities were issued in reliance on the exemption from registration provided
by Rule 504 of Regulation D. At the time of the offering, the Company was not
subject to the reporting requirements of the Exchange Act. Additionally, the
aggregate offering price did not exceed $1 million. The Company did not sell any
other securities pursuant to Regulation D during the 12 months preceeding this
sale.
5. In December 1995, the Company issued 400,000 shares to Messrs.
Richmond and Terman in exchange for cancellation of indebtedness owed to
Champion Communications Company in the amount of $540,000. These shares were
sold pursuant to section 4(2) of the Securities Act. The offering was made only
to Messrs, Richmond and Terman, each of whom is a sophisticated investor and
who, as founders and directors of the Company, had access to all information
about the Company. The Company did not engage in any public solicitation in
connection with this offering.
6. On February 1, 1996, the Company issued options to purchase 181,000
shares of Common Stock to 33 of its employees and directors pursuant to the
Company's 1996 Plan. These options were issued in reliance on the exemptions
provided by Section 4(2) of the Securities Act and Rule 701 promulgated
thereunder. At the time of this issuance, the Company was not subject to the
reporting requirements of the Exchange Act. The Company issued these securities
pursuant to a written compensatory benefit plan. The aggregate offering price of
the securities issued pursuant to this exemption did not exceed $500,000.
7. On May 7, 1996, the Company issued an option to purchase 10,000 shares
of Common Stock to Randel R. Young, a Director of the Company, pursuant to the
1996 Plan. This option was issued in reliance on the exemption provided by
Section 4(2) of the Securities Act and Rule 701 promulgated thereunder. At the
time of this issuance, the Company was not subject to the reporting requirements
of the Exchange Act. The Company issued these securities pursuant to a written
compensatory benefit plan. The aggregate offering price of the securities issued
pursuant to this exemption, together with the value of securities sold pursuant
to Rule 701 in the preceding 12 months, did not exceed $500,000.
8. In September 1996, the Company conducted an initial public offering in
Canada through which it sold 619,350 shares of Common Stock and 619,350 Common
Stock Purchase Warrants for an aggregate consideration of $1,690,826. In July
1996, in connection with the Company's initial public offering in Canada, the
Company issued 50,000 Agents' Warrants to its underwriters, entitling the agents
to acquire options for 50,000 shares of Common Stock at CDN $3.70 per share for
18 months for the completion of the initial public offering. Upon completion of
the initial public offering, the Agents' Warrants were exchanged for Agents'
Options. Each of these transactions was exempt from registration as an offshore
distribution of securities pursuant to Rule 901 of Regulation S. The securities
were sold in an "offshore transaction," as defined in Regulation S, and did not
involve any directed selling efforts in the United States. The share
certificates issued in the Canadian offering included a restrictive legend
relating to the Securities Act. After the conclusion of the offering, the
Company learned by examining the transfer records that 16,500 shares, or 2.7% of
the shares sold in the offering, were transferred to six persons in the United
States within 28 to 36 days of the offering.
<PAGE>
9. In September 1996, the Company issued 150,500 shares of Common Stock
and warrants to acquire 150,500 shares of Common Stock to 41 investors for an
aggregate purchase price of $410,865. These shares were issued in reliance on
the exemption from registration provided by Rule 504 of Regulation D. The
aggregate offering price, together with the aggregate offering price of other
offerings made pursuant to Regulation D in the previous 12 months, did not
exceed $1 million. Additionally, the Company was not a reporting company under
the Exchange Act at the time of this offering.
10. On December 31, 1996, the Company issued options to acquire 1,500
shares of Common Stock to each of its two Outside Directors. These securities
were issued in reliance on the exemption provided by Section 4(2) of the
Securities Act and Rule 701 promulgated thereunder. At the time of this
issuance, the Company was not subject to the reporting requirements of the
Exchange Act. The Company issued these securities pursuant to a written
compensatory benefit plan. The aggregate offering price of the securities issued
pursuant to this exemption, together with the value of securities sold pursuant
to Rule 701 in the preceding 12 months, did not exceed $500,000.
<PAGE>
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, on this 30th day of May, 1997.
CHAMPION COMMUNICATION SERVICES, INC.
By: /s/ Albert F. Richmond
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Albert F. Richmond,
Chief Executive Officer
