As filed with the Securities and Exchange Commission on July 21, 1998.
Registration Statement No. 333-52839
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
CHAMPION COMMUNICATION SERVICES, INC.
(Exact name of Registrant)
DELAWARE 76-0448005
(State of incorporation) (I.R.S. Employer Identification No.)
WITH A COPY TO:
ALBERT F. RICHMOND J. ROWLAND COOK, ESQ.
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER JENKENS & GILCHRIST, P.C.
1610 WOODSTEAD COURT, SUITE 330 2200 ONE AMERICAN CENTER
THE WOODLANDS, TEXAS 77380 600 CONGRESS AVENUE
(281) 362-0144 AUSTIN, TEXAS 78701
FAX: (281) 364-1603 (512) 499-3800
FAX: (512) 404-3520
(Address and telephone number of Registrant's executive offices and name,
address and telephone number of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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 THIS REGISTRATION STATEMENT SHALL HAVE BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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DATED JULY 21, 1998
PROSPECTUS
[LOGO]
CHAMPION COMMUNICATION SERVICES, INC.
769,850 SHARES
Common Stock
Champion Communication Services, Inc. (the "Company" or "Champion") is
offering 769,850 shares of Common Stock to holders of its outstanding
transferrable Common Share Purchase Warrants (the "Warrants") issuable upon
exercise of the Warrants (the "Offering"). Each Warrant provides for the
purchase of one share of Common Stock upon proper and timely exercise. The
Warrants are exercisable until their expiration at 5:00 p.m. Toronto Time on
June 30, 1998, at a price of CDN $5.00 per share. The Company has determined
that during the Offering period, the Company will allow Warrantholders to
exercise the Warrants at a reduced exercise price of CDN $1.85 per share (or US
$1.25 per share) (the "Reduced Exercise Price"). In addition, the Offering
period has been extended to commence August 10, 1998, and to terminate at 5 p.m.
Toronto Time on August 31, 1998. The Company's Common Stock is traded in Canada
on the Canadian Dealing Network under the symbol CHPN, and in the United States
on the OTC Bulletin Board under the symbol CCMS. To the Company's knowledge,
there is no established public trading market for the Warrants. All dollar
amounts set forth in this Prospectus are expressed in U.S. dollars, unless
otherwise indicated.
--------------------
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 5.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS COMPANY(1)
Per Share.................... $1.25 $.125 $1.125
Total(2)..................... $962,312.50 $96,231.25 $866,081.25
============================= =========== ============= ===========
(1) Before deducting expenses of this offering payable by the Company, estimated
at $25,385.
--------------------
The date of this Prospectus is July 21, 1998.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports can be inspected and copied at the
Commission's public reference facilities at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at its Regional Offices at 801 Cherry St., Suite
1900, Fort Worth, Texas 76102. Copies of such materials are available at
prescribed rates from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549. Additionally, the Commission maintains a
Web site that contains reports, proxy and information statements and other
information regarding issuers such as the Company, that file electronically with
the Commission. The address of this Web site is http.//www.sec.gov.
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933 (the
"Securities Act") with respect to the Common Stock offered hereby. This
Prospectus, filed as a part of the Registration Statement, does not contain all
of the information set forth in the Registration Statement and the exhibits to
the Registration Statement. For further information with respect to the Company
and the Common Stock, please see the Registration Statement and exhibits
thereto, which may be inspected at the Commission's office without charge, or
copies of which may be obtained from the Commission upon payment of the
prescribed fees, or which may be obtained through the Commission's Web site.
Statements made in the Prospectus regarding the contents of any contract,
agreement or document are not necessarily complete and potential investors
should reference the copy of such document filed as an exhibit to the
Registration Statement.
The Company provides its stockholders with its annual report containing
audited financial statements. The Company will provide without charge to each
person who receives a copy of this Prospectus, upon written request of such
person, a copy of any information that is incorporated by reference in this
Prospectus (not including exhibits to the information requested unless the
exhibits themselves are specifically incorporated by reference). Such requests
should be directed to: Champion Communication Services, Inc., Attn: Mary F.
Garner, 1610 Woodstead Court, Suite 330, The Woodlands, Texas 77380, (281)
362-0144.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(1) the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1997;
(2) all other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1997,
including a Quarterly Report on Form 10- QSB for the quarter
ended March 31, 1998;
(3) the description of the Common Stock set forth in the
Registration Statement on Form 10-SB, filed with the
Commission on December 13, 1996, including any amendment or
report filed for the purpose of updating such description; and
(4) all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act subsequent to the date of this Prospectus and prior to the
termination of this offering of the Shares, from the date of
filing of such documents.
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Any statement contained in a previously filed document incorporated by
reference shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
accompanying Prospectus supplement, or in any other subsequently filed document
which also is or is deemed to be incorporated by reference, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
THE COMPANY
The Company provides high-powered CR and trunked SMR dispatch services
in the United States, currently serving approximately 6,000 customers utilizing
30,000 subscriber units (either radio or base stations) in 22 states in the
United States. The Company's customers are principally businesses and government
agencies located in both metropolitan and rural geographic areas.
Dispatch services are offered on the 450-512 MHz and 800 MHz bands.
Operators of these dispatch services are regulated as PMRS providers (i.e.,
private carriers) or as CMRS providers (i.e., common carriers). A repeater is
operated either without an FCC license because the customer is individually
licensed to operate a conventional channel or it is operated with a license held
by the operator for either trunked or conventional operations. A repeater that
is operated as a PMRS is subject to more relaxed regulatory requirements than a
CMRS provider, such as cellular and certain SMR or ESMR licensees.
The Company primarily offers its dispatch services in the 450-512 MHz
bands. It also operates a limited amount of conventional and trunked dispatch
services in the 800 MHz band. The Company is concentrating its business in the
450-512 MHz band because it believes that it can exploit economies of scale by
providing extensive coverage, obtaining equipment at favorable prices and
charging low rates. However, there can be no assurance that this strategy will
be effective. In both the 450-512 MHz and 800 MHz bands, the Company operates
CRs without a license for individually licensed customers and it operates CRs
and SMRs with its own FCC license. All the Company's private carrier and SMR
licenses are PMRS licenses and thus are subject to less stringent regulatory
requirements than CMRS licenses.
The Company has determined that UHF trunking is its primary goal for
business operations in its targeted metropolitan areas. The pursuit of this
primary goal would transform the Company's operations from principally a
community repeater business to a trunked technology business in selected major
metropolitan areas, eliminating single site repeaters and capitalizing upon the
ability to trunk numerous repeaters into a consolidated system with many
channels offering wide geographic coverage.
In the past the Company has utilized independent dealers for sales and
service activities. In the future, the Company will play a greater part in the
management of its assets and customers by establishing Company- owned sales and
supporting services in the targeted markets. The Company has purchased, and is
negotiating purchases of dealerships in these markets to fulfill this goal.
Management has observed that over the last decade all spectrum has
increased in value, precipitated by a fixed supply and increasing utilization.
In the process of securing a limited number of licenses for its own use,
management of the Company discovered that it was highly successful at
identifying and acquiring exclusive licenses after obtaining requisite FCC
consent. The process is technical and lengthy. As a result of the Company's
successes during 1996 and 1997 in securing exclusive licenses, the Company was
able to obtain FCC consent and sell a number of the licenses for in excess of
$3,500,000. Based on this experience, management recognizes the value of
spectrum and will seek to expand the Company's role as a primary spectrum
merchant both for its own benefit to construct and load users, and for sales to
third parties.
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The Company is a Delaware corporation. Its principal place of business
is 1610 Woodstead Court, Suite 330, The Woodlands, Texas 77380. The Company's
telephone number is (281) 362-0144.
RISK FACTORS
This Prospectus includes "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"). All statements other than statements of historical information
provided herein are forward looking and may contain information about financial
results, economic conditions, trends and known uncertainties. The Company
cautions the reader that actual results could differ materially from those
expected by the Company, depending on the outcome of certain factors, including
those factors discussed in this section. Specifically, there can be no assurance
that the Company will be able to become profitable, compete effectively, sell
its licensed systems at a profit, increase its utilization on its 450 - 512 MHz
band systems, retain its key personnel or take any or all of the other actions
described or referred to in the Prospectus. Readers are cautioned not to place
undue reliance on these forward looking statements, which speak only as of the
date herein. The Company undertakes no obligation to release to investors the
result of any revisions to these forward looking statements which may be made to
reflect events or circumstances after the date herein, including, without
limitation, changes in the Company's business strategy or planned capital
expenditures, or to reflect the occurrence of unanticipated events.
LACK OF ACCUMULATED EARNINGS; UNCERTAINTY AS TO FUTURE PROFITABILITY
The Company has a limited operating history and has achieved
profitability only in the quarter ended March 31, 1997, when it reported net
income of approximately $2.3 million, and in the quarter ended December 31,
1997, when it reported net income of $6,000. A significant portion of its income
in the quarter ended March 31, 1997 was derived from the Company's March 1997
sale of non-core spectrum, generating $3.6 million in revenues. At December 31,
1997, the Company had an accumulated earnings deficit of approximately $200,000.
For the Company to become profitable, it will be necessary to continue to be
successful in the sale of spectrum, and to achieve profitability in the
operation of its dispatch service operations. There can be no assurance that the
Company will be profitable in the future, or that an investor in the Common
Stock will not sustain a loss in the investment.
NEW TECHNOLOGIES
The market for the Company's services is characterized by rapid
technological advances, changes in customer requirements and new service
introductions and enhancements. The Company's growth and future financial
performance will depend, in part, on its ability to enhance existing services,
develop new services that meet technological advances and provide its services
at competitive prices. There can be no assurance that the Company will be
successful in these endeavors. The inability of the Company to respond in a
timely manner to technological advances could have a material adverse effect on
the Company's business.
COMPETITION
The Company experiences significant competition from other dispatch
operators in the 450-512 MHz, 800 MHz and 900 MHz bands, as well as from
providers of cellular phone services. The Company also could face additional
competition from other wireless communications providers, such as PCS operators,
220 MHz operators and paging operators in the 450-512 MHz and 900 MHz bands.
Many of these providers have significantly greater resources than the Company.
There can be no assurance that the Company will be able to compete successfully
in the dispatch services industry in the future.
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Furthermore, the availability of new technologies to ESMR network
operators will allow some dispatch operators to offer enhanced dispatch
services, including PSN interconnect and features such as seamless wide area
coverage and data transmission. The Company believes these services may be more
expensive than the services the Company provides, and therefore may not create a
significant competitive threat. However, there can be no assurance that this
will be the case or that competition from ESMR service providers, including
their ability to lower prices due to improved technologies, will not have a
materially adverse effect on the Company's business.
DEPENDENCE ON KEY PERSONNEL
The Company believes its success depends, in large part, upon the
continued services of key management personnel, including Albert F. Richmond and
David A. Terman. The Company has purchased key-employee life insurance policies
in the amount of $1 million on each of Messrs. Richmond and Terman. The Company
does not have employment agreements with either of these employees. The loss of
either of these individuals could have a material adverse effect on the Company.
CONTROL BY OFFICERS AND DIRECTORS
As of December 31, 1997, the executive officers and directors of the
Company owned approximately 63% of the issued and outstanding shares of the
Company's Common Stock. As a result of such ownership, such officers and
directors have the power effectively to control the Company, including the
election of directors, the determination of matters requiring stockholder
approval and other matters relating to corporate governance.
RELIANCE ON KEY SUPPLIERS
The Company relies on Motorola, Inc. ("Motorola") and Kenwood
Communication Corporation ("Kenwood") as its primary equipment suppliers and on
Motorola as its primary source of antenna sites. A change or termination of the
Company's arrangements with either or both of these companies could have a
material adverse effect on the Company's business.
ABSENCE OF DIVIDENDS
The Company has never declared or paid any dividends on the Common
Stock and does not anticipate that it will pay any dividends in the foreseeable
future.
IMPACT OF REGULATORY ISSUES
The Company's dispatch business is a distinct segment of the wireless
communication industry. The wireless communications industry is subject to FCC
regulation. The FCC does not currently regulate prices for PMRS providers, such
as the Company. There can be no assurance, however, that the prices charged by
the Company for its services will not become subject to regulation.
Additionally, pending FCC rule and policy changes, including those
relating to "refarming" (i.e., the ongoing FCC proceeding to rewrite the rules
governing licensing and operation in the 450-512 MHz band where the Company's
business is concentrated), regulatory classification, SMR and other dispatch
service provider regulation, new spectrum allocation and radio towers may not be
adopted, or may be adopted in a different form than the current proposed
version. Any regulatory changes could have a material adverse effect on the
Company.
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INABILITY TO OBTAIN LICENSES
For some of its 450-512 MHz and 800 MHz band operations, the Company's
customers hold the necessary FCC licenses; for some operations, the Company
holds the requisite licenses. Each of these licenses is subject to the licensee
operating in compliance with applicable FCC rules and is subject to renewal.
Failure to obtain license renewals by either the Company or its customers would
have a material adverse effect on the Company. There can be no assurance that
the Company's customers will maintain their licenses or that the FCC will renew
the Company's or its customers' licenses.
Furthermore, the Company's strategy includes acquiring co-channel
licenses from third parties to allow trunking in the 450-512 MHz band and to
prepare for the sale of the Company's 800 MHz band systems. There can be no
assurance that the Company will be able to obtain such assignments from other
users or that the FCC will approve these transactions. Failure to obtain the
necessary assignments from other users or to obtain FCC approvals for these
assignments of licenses would have a material adverse effect on the Company.
PROVISIONS AFFECTING CONTROL
Several provisions of the Company's Certificate of Incorporation and
Bylaws may have the effect of delaying, deferring or preventing a change in
control. The Board of Directors, without further action of the stockholders, has
the authority to issue up to 1,000,000 shares of the Company's preferred stock
in one or more series and to fix the rights, preferences, privileges and
restrictions thereof, and to issue over 13,000,000 additional shares of Common
Stock.
The issuance of preferred stock or additional shares of Common Stock
could adversely affect the voting power of purchasers of Common Stock in this
Offering and could have the effect of delaying, deferring or preventing a change
in control of the Company.
USE OF PROCEEDS
The estimated net proceeds to the Company of the Offering, after
deducting expenses, will be a maximum of approximately $866,000 (assuming an
exercise price for the Warrants during the Offering of $1.25 and further
assuming that all Warrants are exercised during the Offering). The Company
expects to apply these proceeds as working capital and for general corporate
purposes.
DETERMINATION OF OFFERING PRICE
The Reduced Exercise Price for the Warrants was determined by the
Company's Board of Directors based on a decision to seek to generate cash for
working capital and general corporate purposes, and based on the recent trading
prices for the Company's Common Stock on the Canadian Dealing Network and the
OTC Bulletin Board.
PLAN OF DISTRIBUTION
The Company is offering 769,850 shares of Common Stock directly to the
holders of the Warrants upon exercise thereof. The Company will begin accepting
Warrant exercises under the terms set forth in this Registration Statement on
Monday, August 10, 1998. No underwriters have been engaged by the Company in
connection with the Offering. However, the Company will pay a 10% commission to
any properly licensed
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broker-dealer involved in an exercise of Warrants if the Company's Warrant Agent
receives the warrantholder's subscription form and payment for the exercise
price not earlier than Monday, August 10, 1998 and not later than Friday, August
21, 1998. The Company will not pay any such commissions in connection with
Warrant exercises received between August 22, 1998 and August 31, 1998. Any
broker, dealer or agent participating in the distribution of shares of Common
Stock in connection with exercises of the Warrants pursuant to the Offering may
be deemed to be an "underwriter" within the meaning of Section 2(11) of the
Securities Act. Any commissions or discounts paid to any such broker, dealer or
agent may be deemed to be underwriting commissions or discounts under the
Securities Act.
Holders of the Warrants may exercise the Warrants by sending their
warrant certificate, a completed and executed subscription form and a certified
check or money order for CDN $1.85 or US $1.25 per share payable to Champion
Communication Services, Inc., to be received at the following address no later
than 5:00 p.m. Toronto Time, on August 31, 1998:
Champion Communication Services, Inc.
1610 Woodstead Court, Suite 330
The Woodlands, Texas 77380
Attention: Mary Garner
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Jenkens & Gilchrist, A Professional Corporation, Austin, Texas.
EXPERTS
The financial statements of Champion Communication Services, Inc. as of
December 31, 1997 and 1996, and for each of the years in the two year period
ended December 31, 1997, have incorporated by reference in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants
incorporated by reference, and upon the authority of such firm as experts in
accounting and auditing.
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===================================================
769,850 Shares
No dealer, salesman, or 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 must not be relied upon as
having been authorized by the Company or the CHAMPION
Selling Shareholders. This Prospectus does not COMMUNICATION
constitute an offer to sell or a solicitation of an SERVICES, INC.
offer to buy any securities other than the Shares
nor does it constitute an offer or solicitation
by anyone in any jurisdiction in which such offer
or solicitation would be unlawful or to any person Common Stock
to whom it is unlawful to make such offer or
solicitation. Neither the delivery of this
Prospectus nor any offer or sale made hereunder at
any time shall imply that information herein is
correct as of any time subsequent to the date
hereof.
---------------
TABLE OF CONTENTS ----------------
Available Information........................... 3 PROSPECTUS
Incorporation of Certain Documents
by Reference ................................ 3 ----------------
The Company .................................... 4
Risk Factors ................................... 5
Use of Proceeds ............................... 7
Determination of Offering Price................. 7
Plan of Distribution ........................... 7
Legal Matters .................................. 8
Experts ........................................ 8
July 21, 1998
===================================================
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the issuance and distribution
of the securities being registered, all of which will be borne by the Company,
are set forth in the following itemized table:
SEC Registration Fee................................... $ 885.00
Blue Sky Fees and Expenses............................. 3,000.00
Accounting Fees........................................ 2,000.00
Legal Fees............................................. 17,000.00
Miscellaneous.......................................... 2,500.00
------------
Total......................................... $ 25,385.00
============
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides that, to the fullest
extent permitted by Delaware General Corporation Law, the Company will indemnify
any officer or director who is, was, or is threatened to be made a party to a
proceeding because he or she (1) is or was a director or officer or (2) while a
director or officer, at the Company's request, was serving as a director,
officer, partner, venturer, proprietor, trustee, employee or agent of another
entity.
The Certificate of Incorporation also provides that a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breaches of fiduciary duties, except for liability (1) for
any breach of the duty of loyalty to the Company or its stockholders; (2) for
acts or omissions not in good faith or in knowing violation of the law; (3)
under Section 174 of the Delaware General Corporate Law, which provides for
liability for unlawful dividends and unlawful stock purchases or redemptions; or
(4) for any transaction from which the director received an improper personal
benefit.
The Company has entered into indemnification agreements with each of Albert
F. Richmond, David A. Terman, Mary F. Garner, Pamela R. Cooper, Peter F. Dicks
and Randel R. Young. Each agreement provides for indemnification to the fullest
extent permitted by law against claims in connection with service as an officer
or director, or service as an officer, director, employee, trustee, agent or
fiduciary of another entity at the Company's request.
ITEM 16. EXHIBITS.
4.1 Specimen share certificate (incorporated by reference to the
Company's Registration Statement No. 0-29032 on Form 10-SB
filed on December 13, 1996)
4.3 Warrant Indenture dated September 25, 1996 between the Company
and Equity Transfer Services, Inc.
4.4 Supplemental Indenture dated March 16, 1998 between the
Company and Equity Transfer Services, Inc.
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4.5 Form of warrant certificate
4.6 Supplemental Indenture dated June 18, 1998 between the Company
and Equity Transfer Services, Inc.
5 Opinion of Jenkens & Gilchrist, A Professional Corporation,
regarding legality
23(a) Consent of Jenkens & Gilchrist, A Professional Corporation
(contained in its opinion filed as Exhibit 5)
23(b) Consent of KPMG Peat Marwick LLP (contained in Part II of this
Registration Statement)
24 Power of Attorney (included on the signature pages hereof)
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file during any period in which it offers or sells
securities, a post-effective amendment to this Registration Statement
to:
(i) Include any prospectus required by section 10(a)(3)
of the Securities Act;
(ii) Reflect in the prospectus any facts or events
which, individually or together, represent a fundamental
change in the information in the registration statement; and
(iii) Include any additional or changed material
information on the plan of distribution.
(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to
be the initial bona fide offering.
(3) To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
Offering.
(4) (i) For purposes of determining any liability under the
Securities Act of 1933, to treat the information omitted in the form of
prospectus filed as part of this registration statement in reliance on
Rule 430A and contained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4) or Rule 497(h) under the Securities
Act as part of the registration statement as of the time it was
declared effective; and (ii) for the purpose of determining liability
under the Securities Act of 1933, to treat each post-effective
amendment that contains a form of prospectus as a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time as the initial bona fide offering of
those securities.
(5) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
contained in the Amended Certificate of Incorporation and Bylaws of the
Registrant and the laws of the State of Delaware, or otherwise, the
Registrant has been advised that in the opinion of the Securities
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceedings) 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
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precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3A and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of The Woodlands, State of Texas, on July 21, 1998.
CHAMPION COMMUNICATION SERVICES, INC.
By: /s/ Albert F. Richmond
--------------------------------
Albert F. Richmond,
Chairman of the Board, Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below in multiple counterparts with the effect of one
original by the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Albert F. Richmond Chairman of the Board July 21, 1998
- ------------------------ Chief Executive Officer and Director
Albert F. Richmond (Principal Executive Officer)
/s/ David A. Terman * President and Director July 21, 1998
- ------------------------
David A. Terman
/s/ Pamela R. Cooper * Chief Financial Officer, July 21, 1998
- ------------------------ Controller and Treasurer
Pamela R. Cooper (Principal Financial and Accounting Officer)
/s/ Peter F. Dicks * Director July 21, 1998
- ------------------------
Peter F. Dicks
/s/ Randel R. Young * Director July 21, 1998
- ------------------------
Randel R. Young
* by Albert F. Richmond, as attorney-in-fact.
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the use of our report dated February 20, 1998, related to
the financial statements of Champion Communication Services, Inc. as of December
31, 1997 and 1996 and for each of the years in the two-year period ended
December 31, 1997, incorporated by reference and to the reference to our firm
under the heading "Experts" in the Registration Statement.
KPMG PEAT MARWICK LLP
Houston, Texas
July 21, 1998
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