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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 2000
REGISTRATION NO. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SPIGADORO, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3920210
(State or other jurisdiction of Incorporation) (I.R.S. Employer ID No.)
70 East 55th Street
24th Floor
New York, New York 10022
(212) 754-4271
(Address and telephone number of Registrant's principal executive offices)
Jacob Agam
70 East 55th Street
24th Floor
New York, New York 10022
(212) 754-4271
(Address and telephone number of agent for service)
Copies to:
Robert J. Mittman, Esq.
Ethan Seer, Esq.
Blank Rome Tenzer Greenblatt LLP
405 Lexington Avenue
New York, New York 10174
Telephone (212 885-5000
Facsimile: (212) 885-5001
Approximate date of proposed commencement of sale to public: As soon as
practicable after this Registration Statement becomes effective.
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, please 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, check the following box and list the
Securities Act registration statement number of the earlier 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 for the same
offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
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Calculation of Fee.
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PROPOSED PROPOSED AMOUNT OF
TITLE OF SHARES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM REGISTRATION FEE
TO BE REGISTERED REGISTERED PRICE PER SHARE AGGREGATE OFFERING
PRICE
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<S> <C> <C> <C> <C>
Common Stock, $.01
par value (1) 842,222(2) $ 1.75 (3) $1,473,889 $389.11
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(1) Represents shares to be sold by certain selling stockholders.
(2) Pursuant to Rule 416 of the Securities Act of 1933, there are also being
registered such additional shares as may be issued to the selling stockholders
because of future stock dividends, stock distributions, stock splits or similar
capital readjustments or, in the case of holders of warrants, the operation of
any anti-dilution provisions.
(3) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c) of the Securities Act of 1933, as amended, the
registration fee has been calculated based upon the average of the high and low
prices as reported by Nasdaq for the registrant's Common Stock on September 18,
2000.
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, as amended, or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
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The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED SEPTEMBER 22, 2000
PROSPECTUS
SPIGADORO, INC.
842,222 shares of Common Stock
The selling stockholders listed on page 21 are offering for resale
842,222 shares of common stock owned by them. The common stock may be offered
from time to time by the selling shareholders through ordinary brokerage
transactions in the over-the-counter markets, in negotiated transactions or
otherwise, at market prices prevailing at the time of sale or at negotiated
prices and in other ways as described in the "Plan of Distribution." We will not
receive any of the proceeds from the sale of the shares by the selling
stockholders.
Our common stock is listed on The American Stock Exchange under the
symbol "SRO." On September 18, 2000, the last sale price of our common stock as
reported on The American Stock Exchange was $1.75 per share.
Investing in our common stock involves a high degree of risk. For more
information, see "Risk Factors" beginning on page 8.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is ________, 2000
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Table of Contents
PAGE
The Company................................................ 3
Risk Factors............................................... 5
Use of Proceeds............................................ 21
Selling Stockholders....................................... 21
Plan of Distribution....................................... 21
Legal Matters.............................................. 24
Experts.................................................... 24
Where You Can Find More Information........................ 24
Incorporation of Certain Documents by Reference............ 25
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THE COMPANY
We produce and sell pasta and flour products and animal feed.
Our pasta and flour business produces traditional, specialty and health
and diet pastas, as well as flours for use by the bakery industry. Our "branded"
pasta product line consists of over 150 products which are primarily marketed
under the brand name "Spigadoro," including:
o long goods, such as spaghetti, linguine, fettuccine, angel hair and
lasagna; and
o short goods, such as penne, elbow macaroni, mostaccioli, rigatoni,
rotini, ziti and egg noodles.
With our May 2000 acquisition of Pastifico Gazzola S.p.A., we have also
established ourselves as the largest manufacturer of private label pasta in
Europe.
We sell our branded pasta products directly and through independent
sales agents principally through two distribution channels:
o retail distribution which supply shops and supermarkets that sell
our pasta products to consumers; and
o food service distribution which supply restaurants, hotels, schools
and hospitals.
A substantial portion of our private label pasta products are exported
by our Italian based Gazzola subsidiary throughout Europe, with a particularly
strong presence in Italy, France and Germany. Our private label pasta products
customers include some of the largest supermarket chains in Europe as well as
large industrial groups, such as Barilla.
We sell our flour products directly and through independent sales
agents to:
o major Italian food groups such as Nestle, Ferrero Plasmon and
Bauli; and
o small and medium sized bakeries for the production of cookies,
panenoni, pandori, pizzas and croissants.
Our pasta and flour products are manufactured at our facilities located
in Perugia, Italy and in Mondovi, Italy. By-products of our pasta and flour
business are used as raw materials for our animal feed products. Our pasta
products are sold primarily in Italy and, to a lesser extent, in the United
States, Europe and Southeast Asia and our flour products are sold in Italy.
Our animal feed business produces animal feed for:
o industrial breeders, including specific lines for the nutrition of
dairy cows, beef cattle, pigs, rabbits, birds, sheep, goats and
horses;
o family-owned breeding farms, including specific lines for the
nutrition of rabbits, sheep, goats, birds and horses; and
o domestic pets, including specific lines for the nutrition of
principally dogs and cats.
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We offer over 600 animal feed products that are manufactured in our
seven facilities located in Italy. These products are marketed under the brand
name "Petrini" and sold in Italy through direct sales by us, through our
independent sales agents and through our franchised network of stores.
We also market and distribute personal computers and personal computer
components, peripherals and software in Germany. However, as a result of our
acquisition of Petrini S.p.A. in December 1999, we sold all of the capital stock
of FSE Computer-Handel GmbH & Co. KG and FSE Computer-Handel Verwaltungs GmbH
owned by us in January 2000. The FSE entities were responsible for the marketing
of our high performance personal computers in Germany. We also intend to sell
Columbus Computer Handel and its affiliates. Columbus distributes personal
computer components, peripherals and software, as well as personal computers, in
Germany. We have commenced discussions relating to the sale of Columbus, but no
agreement has been reached with any party regarding the terms of a potential
transaction and we cannot predict whether we will be able to sell this business
on terms favorable to us or at all.
Our goals are to expand our markets by acquiring complementary
businesses and by increasing market share, to provide superior quality and
customer service and to reduce costs and improve operating efficiencies.
We were incorporated in Delaware in September 1996. Our address is 70
East 55th Street, 24th Floor, New York, New York 10022 and our telephone number
is (212) 754-4271. Unless the context otherwise requires, "Spigadoro" refers to
Spigadoro, Inc., the Delaware corporation, and our subsidiaries, "Petrini"
refers to Petrini S.p.A., an Italian corporation and wholly-owned subsidiary of
Spigadoro and Gazzola refers to Pastifico Gazzola S.p.A., an Italian corporation
and wholly-owned subsidiary of Petrini. Petrini produces and sells animal feed
and pasta and flour products, while Gazzola produces and sells private label
pasta products.
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RISK FACTORS
The following factors should be reviewed carefully, in conjunction with
the other information in this prospectus and our consolidated financial
statements. These factors could cause actual results to differ materially from
those currently anticipated and contained in forward-looking statements made in
this prospectus and presented elsewhere by our management from time to time. See
"Note Regarding Forward-Looking Statements."
Risks Affecting our Operations
We experience fluctuations in our operating results which may cause our stock
price to fluctuate.
Our results of operations have fluctuated significantly in recent years
and may continue to fluctuate in the future. A number of factors have caused and
may continue to cause these fluctuations, including:
o price fluctuations for raw materials;
o demand for our products;
o increased marketing costs;
o pricing and competition;
o the timing and scope of new customer and new product volumes;
o plant expansion or consolidation and equipment upgrade costs; and
o general economic conditions.
Any of these factors may adversely affect our business and financial
condition. Our results of operations for any past or interim periods may not be
indicative of our future performance.
Our operating results will be adversely affected by charges from acquisitions.
Because we have grown our business through acquisitions, we have
incurred significant non-cash charges for depreciation and amortization. These
charges will adversely affect our results of operations and may result in
decreased net income or increased net loss. As a result of our prior
acquisitions we are required to amortize the excess of costs over net assets
acquired (an aggregate of approximately $31.7 million as of the date of this
prospectus) over periods ranging from 6 to 32 years (currently approximately
$2.7 million annually). Moreover, future acquisitions could result in
substantial additional amortization expenses to us which would reduce our future
earnings or increase our future losses, as the case may be. In addition, if we
finance new acquisitions through borrowings, we will also incur increased
interest expense.
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Our strategy of acquiring other companies for growth may not succeed and may
adversely affect our financial condition, results of operations and cash flows.
Our strategy of growth through acquisitions presents risks that could
materially adversely affect our business and financial performance, including:
o the diversion of our management's attention;
o the assimilation of the operations and personnel of the acquired
business;
o the contingent and latent risks associated with the past
operations of and other unanticipated problems arising in the
acquired business;
o the need to expand management, administration, and operational
systems; and
o increased competition for acquisition opportunities and qualified
employees.
We cannot predict whether:
o we will be able to identify suitable acquisition candidates;
o we will be able to acquire additional businesses on terms favorable
to us or at all;
o we will be able to successfully integrate into our business the
operations of any new businesses;
o we will realize any anticipated benefits of completed acquisitions;
or
o there will be substantial unanticipated costs associated with new
acquisitions.
Because expansion of our operations will likely be predominately in
international markets, acquisitions could also involve risks relating to
operating in other foreign countries, including those relating to:
o management of remote operations;
o cultural incompatibilities;
o currency exchange rates; and
o additional legal, tax, accounting and regulatory requirements.
The failure to manage growth effectively may adversely affect our
business and financial condition. We are evaluating, and are in preliminary
discussions in connection with, the potential acquisition of assets or equity of
businesses related to our business. However, we have no agreements or
arrangements with respect to any particular acquisitions and we may not be
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able to complete any additional acquisitions on terms favorable to us or at
all. If we are unable to acquire additional businesses, our growth may be
reduced.
We intend to issue our securities in connection with future
acquisitions. If businesses we want to acquire will not accept our securities as
payment of all or a portion of the purchase price, we may be unable to make
additional acquisitions, except through the use of cash.
If we do not obtain sufficient additional funds our ability to grow through
acquisitions may be limited.
We will likely require additional funds for acquisitions and
integration and management of acquired businesses. We have no commitments or
arrangements for any additional funds. We cannot predict whether additional
funds will be available on terms acceptable to us or at all. If we cannot obtain
funds when required, the growth of our business may be adversely affected which
could materially adversely affect our financial condition. If we issue our
securities to obtain additional funds, or in our acquisitions, our existing
stockholders will experience dilution.
We have changed our principal business and we may not be successful operating a
new business.
Prior to our December 1999 acquisition of Petrini, our sole business
had been the marketing and distribution of personal computers and personal
computer components, peripherals and software. The production and marketing of
animal feed and pasta and flour products is a new business for us and our
management group has limited experience operating this type of business.
Although we have retained the management personnel of Petrini and the management
personnel of Gazzola, we cannot assure that we will be able to continue to
retain such individuals or that our management team will be successful in
managing this new business. If we are unable to successfully operate our new
business, our overall business and operating results will be materially
impaired.
Vertical Financial Holdings and affiliated entities control Spigadoro.
Vertical Financial Holdings and entities affiliated with Vertical
Financial Holdings, have the ability to vote or direct the vote of approximately
60% of our outstanding common stock and will control the actions that require
stockholder approval, including:
o the election of our directors; and
o the outcome of mergers, sales of assets or other corporate
transactions or matters submitted for stockholder approval.
Jacob Agam, our Chairman of the Board and Chief Executive Officer, is also the
Chairman of the Board of Gruppo Spigadoro, N.V. and Vertical Financial Holdings
and some of its affiliated entities. Entities affiliated with Vertical Financial
Holdings control Gruppo Spigadoro and therefore have the power to vote all of
the shares of our common stock owned by Gruppo Spigadoro. Gruppo Spigadoro or
its assignee also has the right to nominate up to a majority of the members for
election to our Board of Directors so long as Gruppo Spigadoro, its affiliates
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and Carlo Petrini, one of our directors, continue to own, in the aggregate, a
specified number of our securities.
The loss of our key personnel may adversely affect our business.
Because we have a limited number of management personnel, we are
dependent on our executive officers, including Jacob Agam, our Chairman of the
Board and Chief Executive Officer, and Lucio de Luca, our Chief Operating
Officer, as well as other principal members of our management team and the
management team at Petrini. Mr. Agam will be providing services to us on a
part-time basis. We cannot assure that any of our management personnel,
including Mr. Agam and Mr. de Luca, will continue to devote sufficient time to
our business. The loss of services of, or a material reduction in the amount of
time devoted to our business by these individuals could adversely affect our
business and financial condition. Competition for qualified executive officers
is intense. In addition, if we are unable to attract, retain and motivate other
highly skilled employees, our business, prospects and financial condition could
be materially adversely affected.
Our substantial debt may adversely affect our ability to obtain additional funds
and increases our vulnerability to economic or business downturns.
Our indebtedness as of June 30, 2000 aggregated approximately $72
million. Accordingly, we are subject to the risks associated with substantial
indebtedness, including:
o we have less funds available for operations, future business
opportunities and other purposes;
o our ability to obtain additional financing to repay our debt and for
acquisitions, working capital, capital expenditures, general
corporate or other purposes may be impaired;
o it may be more difficult and expensive to obtain additional funds,
if available at all;
o we are more vulnerable to economic downturns, less able to withstand
competitive pressures and less flexible in reacting to changes in
our industry and general economic conditions; and
o if we default under any of our debt instruments or if our creditors
demand payment of a portion or all of our indebtedness, we may not
have sufficient funds to make such payments.
Any of these risks may materially adversely affect our operations and
financial condition and adversely affect our stock price.
A portion of our debt is secured by our assets. If we default under the
debt instruments secured by our assets, such assets would be available to the
creditor to satisfy our obligations to the creditor before any payment could be
made to our stockholders.
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Because we are a holding company, our ability to repay our indebtedness will
depend upon the level of our cash reserves, the distribution of funds from our
operating subsidiaries and our ability to obtain sufficient additional funds.
We are a holding company and substantially all of our operating results
will be derived from the operations of our operating subsidiaries and other
businesses that we may acquire in the future. In connection with the Petrini
acquisition, we assumed approximately $20 million of short term indebtedness,
approximately $12.5 million of which remains outstanding and is convertible into
shares of our common stock. All of the assumed indebtedness will become payable
during December 2000. Our ability to repay this indebtedness will depend on the
level of our cash reserves, including any proceeds from the sale of our personal
computer business, and the operating results of our operating subsidiaries and
the distribution of sufficient funds from these subsidiaries to us. The ability
of our operating subsidiaries to make such funds available to us may be
restricted by the terms of their indebtedness and by applicable law. If our
available working capital, together with any distributions from our
subsidiaries, are not sufficient to enable us to repay our indebtedness, we will
be required to obtain additional debt or equity financing for the repayment of
this debt.
Industry Risks
Intense competition in the pasta and animal feed industries may adversely affect
our operating results.
We operate in a highly competitive environment and compete with
numerous well established national, regional and foreign companies, as well as
many smaller companies in:
o the production, marketing and distribution of animal feed and pasta
and flour products;
o the procurement of raw materials;
o the development and improvement of animal feed and the design of
optimal animal nutrition and genetic breeding programs; and
o the development, improvement and expansion of pasta and flour
products and product lines.
As compared to us, many of our competitors have:
o significantly longer operating histories and broader product lines;
o significantly greater brand recognition; and
o greater production capacity and financial, management and other
resources.
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As a result, our competitors may be able to:
o adapt more quickly to new or emerging production technologies and
product development;
o adapt more quickly to changing market conditions and customer
preferences;
o devote greater resources to the promotion and sale of their
products; and
o respond more effectively to competitive pressures.
Our competitive environment depends to a significant extent on the
industry capacity relative to demand for pasta and animal feed products. We
believe that the worldwide pasta and animal feed industries have significant
excess production capacity. This excess capacity has given rise to intense
competition for sales, often focused on product pricing. A variety of discount
programs are used by industry participants to obtain market share. The effect of
such competition has been to put pressure on profit margins and to involve us in
vigorous competition to obtain and retain product customers. Significant
industry capacity levels above demand for pasta and animal feed products may
materially adversely affect our business and financial condition.
Our direct competitors in our branded pasta business include Barilla,
the industry leader in Italy and among the leaders in the United States, as well
as approximately 45 other Italian pasta producers. In the United States, we also
compete with:
o Large United States based multi-national companies such as:
o New World Pasta with brands such as San Giorgio(Registered
Trademark) and Ronzoni(Registered Trademark); and
o Borden, Inc. with brands such as Prince(Registered Trademark) and
Creamette(Registered Trademark); and
o Regional United States producers of retail and institutional
pasta.
The animal feed industry is highly fragmented, with the bulk of the
industry consisting of national and regional competitors, including
cooperatives. We believe our largest competitors in Italy are:
o in Northern Italy: Purina Italia S.p.A., Raggio di Sole Mangimi
S.p.A. and Veronesi Finaziaria S.p.A.; and
o in Central-Southern Italy: Progeo S.c.a.r.l., F. lli Martini & C.
S.p.A. and Mignini S.p.A.
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However, as animal breeders become larger they tend to integrate their
business by acquiring or constructing feed production facilities. As a result,
the available market for commercial feed may become smaller and competition may
increase, which could materially adversely affect our business and financial
condition.
Our financial results may be affected by increases in the costs of raw materials
and packaging.
Our financial results depend to a large extent on the cost of raw
materials and packaging and our ability to pass along to our customers increases
in these costs. Historically, market prices for commodity grains and food stocks
have fluctuated in response to a number of factors, including:
o change in the agricultural policies of the European Community;
o changes in United States government farm support programs;
o changes in international agricultural and trading policies;
o weather conditions during the growing and harvesting seasons;
o level of international stocks in storage;
o currency fluctuations;
o shipping costs;
o speculations on commodities; and
o other factors over which we have no control.
Lower prices for durum wheat and the resulting semolina, when combined
with excess production capacity, places downward pressure on pasta prices and
intensifies competition in the pasta industry. In the event of increases in the
cost for raw materials, we would be required to increase sales prices for our
products in order to avoid margin deterioration. However, because there is
significant competition in the pasta and animal feed industries in Italy, we may
not be able to increase prices without losing market share. If we are unable to
increase prices in response to increased raw material costs, our business and
financial condition may be materially adversely affected.
Our business may be adversely affected by, and we may be subject to legal
liability for, defects in our products.
The sale of food products for human consumption involves the risk of
injury to consumers and, to a lesser extent, the sale of animal feed products
involves the risk of injury to animals as a result of:
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o tampering by unauthorized third parties;
o product contamination or spoilage;
o the presence of foreign objects, substances, chemicals, and other
agents; or
o residues introduced during the growing, storage, handling or
transportation phases.
We cannot assure that consumption of our products will not cause a
health-related illness in the future or that it will not be subject to claims or
lawsuits relating to such matters. There can be no assurance that we will not
incur claims or liabilities for which we are not insured or that exceed the
amount of our insurance coverage.
We are dependent upon independent agents and distributors to market our
products.
We market and distribute a substantial portion of our products through
a network of independent agents and distributors and the loss of certain key
agents or distributors could adversely affect our business. In addition to our
products, the independent agents and distributors selling our products typically
sell other food products manufactured by third parties. The performance of our
agents and distributors is outside our control and we cannot predict whether
such agents and distributors will continue to market our products. If we are
unable to attract, retain and motivate other highly skilled agents and
distributors, our business could be materially adversely affected. In addition,
our arrangements with several of our agents are governed by a national
collective labor agreement. If we terminate any of these relationships, we would
be required to pay an indemnity which could, in the aggregate, be material to
our business.
Our business may be adversely affected by our dependence upon our suppliers.
We require a high volume of raw materials to produce our products Our
inability to obtain these raw materials in a timely manner could adversely
affect our business and financial condition. We do not have any long term
contracts with our suppliers. The availability of such raw materials is affected
by factors such as:
o demand for raw materials, including durum wheat;
o weather conditions during the growing and harvesting seasons; and
o political and economic downturns in the countries in which such
suppliers are located.
Our business may be adversely affected by the potential relocation of our
largest production facility.
Our largest plant for the production of animal feed and our only plant
for the production of pasta and flour may need to be relocated due to a rezoning
of the land on which these plants are located. These plants are located on land
owned by us in Bastia Umbra in a region of Italy called Regione Umbria. In 1996,
the municipality of Bastia Umbra initiated a rezoning
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proceeding to reclassify this land as residential and public park space. The
municipality has since finalized its rezoning plan, which is now being
considered by the government of the Regione Umbria which must also approve the
plan before it can become effective. Unless the Regione Umbria amends the
rezoning plan or we are able to appeal the decision, we will be required to:
o terminate operations at this plant;
o possibly terminate the employees who work at this plant; and
o relocate these operations to a new location.
Although we do not expect a decision to be finalized in the near future
and would be compensated for the fair value of the property, relocation of these
operations to a new location could materially and adversely affect our business
operations and financial condition as a result of:
o operational problems;
o production interruptions;
o quality control concerns;
o delays in shipments; and
o costs and other risks associated with the relocation of these
operations and the possible hiring of new employees.
We are dependent upon third parties for the delivery of our raw materials and
products.
Our raw materials, including durum wheat and commercialized products,
are shipped to our production facilities from different collection centers by
third parties. Our finished products are then transported by third parties to
our customers in Italy and elsewhere. An extended interruption in our ability to
ship raw materials to our facilities, or finished products from our facilities,
could adversely affect our business and our financial condition. If we were to
experience an interruption due to strike, natural disasters or otherwise, we may
not be successful in transporting such materials or finished products in a
timely and cost-effective manner.
Our business may be adversely affected by an inability to successfully manage
our production and inventory.
Most of our customers use inventory management systems which track
sales of particular products and rely on reorders being rapidly filled by
suppliers to meet consumer demand rather than on large inventories being
maintained by these customers. These systems increase pressure on us to fill
orders promptly and thereby shift a portion of the customer's inventory
management cost to us. Our production of excess inventory to meet anticipated
retailer demand could result in
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markdowns and increased inventory carrying costs for us. In addition, if we
underestimate the demand for our products, we may be unable to provide adequate
supplies of products to retailers in a timely fashion, and may consequently lose
sales.
Our business may be adversely affected by our limited proprietary rights or by
legal actions to enforce or defend our proprietary rights.
We hold trademarks that are of fundamental value and importance for our
business. Although these trademarks have been registered in Italy and certain
other countries in which our products are sold, we may not be able to prevent
misappropriation of our trademarks or protect our other intellectual property.
The laws of some foreign countries where we sell our products may not
protect our proprietary rights to the same extent as do laws in the United
States. Our inability to protect our proprietary rights could materially
adversely affect our operations which may adversely affect our financial
condition. Litigation also may be necessary to:
o enforce our intellectual property rights;
o protect our trademarks and other proprietary rights;
o determine the scope and validity of such intellectual property
rights; and
o defend claims of infringement of other parties' proprietary rights.
Litigation may not be successful, could result in substantial costs and
diversion of management time and resources and could materially adversely affect
our operations and our financial condition.
In the event a third party brings an infringement claim against us,
such party could secure a judgment awarding substantial damages, as well as
injunctive or other equitable relief. This relief could effectively block our
ability to make, use, sell, distribute or market our products. If we fail to
obtain a necessary license or other right to proprietary rights held by third
parties, it could preclude the sale, manufacture or distribution of our products
and could materially adversely affect our financial condition.
Our operations are subject to government regulations.
Many aspects of our operations are subject to government regulations in
Italy and the other countries within which we operate. Such regulations include
those relating to:
o the production, packaging, labeling and marketing of our products;
o price controls;
o currency conversion and repatriation;
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o significant taxation of our earnings and earnings of our personnel;
o manufacturing, environmental, safety and other regulations relating
to our operations and the industries in which we operate;
o restrictive labor policies; and
o our use of local employees and suppliers.
Our operations are also subject to the risk of changes in
international, national, foreign and local laws and policies that may impose
restrictions on us, including trade restrictions, that could have a material
adverse effect on our operations and financial condition. Other types of
government regulation which could, if enacted or implemented, materially and
adversely affect our business include:
o expropriation or nationalization decrees;
o confiscatory tax systems;
o primary or secondary boycotts or embargoes directed at specific
countries or companies;
o import restrictions or other trade barriers;
o mandatory sourcing rules; and
o high labor rate and fuel price regulation.
We cannot determine to what extent our future operations and earnings
may be affected by new legislation, new regulations or changes in or new
interpretations of existing regulations.
Risks Relating to Foreign Operations
Our business may be adversely affected by risks associated with foreign
operations.
Substantially all of our revenues are generated from operations in
Italy and, to a lesser extent, in 45 countries throughout the world. Conducting
an international business inherently involves a number of difficulties and
risks, such as:
o currency fluctuations;
o export restrictions;
o compliance with existing and changing regulatory requirements;
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<PAGE>
o tariffs and other trade barriers;
o difficulties in staffing and managing international operations;
o cultural issues;
o longer payment cycles;
o problems in collecting accounts receivable;
o political instability and economic downturns;
o seasonal reductions in business activity in Europe during the summer
months; and
o potentially adverse tax consequences.
Any of these factors may materially adversely affect our business and
financial condition.
We are subject to a number of regulatory and contractual restrictions governing
our relations with our employees.
We are subject to a number of regulatory and contractual restrictions
governing our relations with our employees, including our management. Our
employment relations in Italy are governed by numerous regulatory and
contractual requirements, including:
o national collective labor agreements; and
o individual employer labor agreements.
These arrangements address a number of specific issues affecting our
working conditions, including:
o hiring;
o work time;
o wages and benefits; and
o termination of employment.
We will be required to make extraordinary or significant payments in
order to comply with these requirements. The cost of complying with these
requirements may materially adversely affect our business and financial
condition. In addition, our arrangements with several of our agents who market
our products are governed by a national collective labor agreement. In
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<PAGE>
the event we were to terminate any of these relations, we would be required to
pay an indemnity which could, in the aggregate, materially adversely affect our
business and financial condition.
Our results of operations may be adversely affected by foreign currency
fluctuations and transition to the Euro.
Historically, a substantial portion of our revenues has been
denominated in the Italian Lire. Our results of operations are subject to
fluctuations in the value of the Italian Lire, and will be subject to
fluctuations in the value of the Euro against the US Dollar and other
currencies. Accordingly, fluctuations in exchange rates could materially
adversely affect our business and financial condition.
On January 1, 1999, certain members of the European Union, including
Italy, introduced a single currency, the Euro. During the transition period
ending January 1, 2002, European Monetary Union (EMU) countries will have the
option of settling transactions in local currencies or in the Euro. We have not
yet determined when we intend to convert to the Euro. The conversion to the Euro
will result in increased costs to us related to updating operating systems,
review of the effect of the Euro on our contracts and updating catalogues and
sales materials for our products. In addition, adoption of the Euro will limit
the ability of an individual EMU country to manage fluctuations in the business
cycles through monetary policy.
Investors may not be able to enforce judgments against us or our officers and
directors.
Although we are organized under the laws of the State of Delaware, we
are primarily a holding company which primarily holds stock in entities outside
the United States and a substantial portion of our assets are located outside
the United States. In addition, six of our seven directors and all of our
executive officers are residents of foreign countries and all or a substantial
portion of the assets of such directors and officers is located outside of the
United States. As a result, it may not be possible for investors to:
o effect service of process upon most of our directors and officers;
or
o enforce judgments of United States courts predicated upon the civil
liability provisions of United States laws against our directors'
and officers' assets.
The market price of our common stock may be adversely affected by the
difficulty for investors to enforce judgments of United States courts.
Stock and Market Risks
Our stock may be delisted from The American Stock Exchange if we do not meet the
continued listing criteria.
We will be subject to the continued listing requirements of The
American Stock Exchange and if we are unable to satisfy any of these
requirements, our stock may be delisted from The American Stock Exchange. If our
stock is delisted from The American Stock Exchange, the liquidity of our stock
could be impaired, not only in the number of securities
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<PAGE>
which could be bought and sold, but also through delays in the timing of
transactions, reduction in coverage by security analysts and the news media and
lower prices for our common stock than might otherwise be attained.
If our stock is delisted from The American Stock Exchange, trading, if
any, in our stock would thereafter be conducted:
o on the Nasdaq National Market or the Nasdaq SmallCap Market,
assuming we meet the requirements for initial listing on the Nasdaq
National Market or the Nasdaq SmallCap Market, some of which we may
not currently meet, including the minimum bid price requirement;
o on the National Association of Securities Dealers, Inc.'s
"Electronic Bulletin Board"; or
o the over the counter market in the "pink sheets."
If our stock was delisted from The American Stock Exchange and could
not be quoted on the Nasdaq National Market or the Nasdaq SmallCap Market, it
could become subject to Rule 15g9 under the Exchange Act, which imposes
additional sales practice requirements on broker-dealers which sell such
securities to persons other than established customers and "accredited
investors" (generally, individuals with net worth in excess of $1,000,000 or
annual incomes exceeding $200,000, or $300,000 together with their spouses). For
transactions covered by this rule, a broker-dealer must make a special
suitability determination for the purchaser and have received the purchaser's
written consent to the transaction prior to sale. Consequently, such rule may
adversely affect the ability of broker-dealers to sell our common stock and may
adversely affect the ability of stockholders to sell any of the shares of common
stock in the secondary market.
We do not intend to pay dividends to our stockholders.
We have not paid any cash dividends on our common stock and do not
expect to do so in the foreseeable future.
Future sales of our common stock in the public market could adversely affect our
stock price and our ability to raise new funds.
Sales of shares of stock by existing stockholders could have an adverse
effect on our stock price. As August 31, 2000, we had approximately 61 million
shares of common stock outstanding, of which approximately 8 million shares are
eligible for sale without restriction. The remaining shares are subject to the
resale provisions of Rule 144 and Rule 145 under the Securities Act of 1933. In
addition to the 842,222 shares of common stock being registered for resale by
the selling stockholders in this offering, we have previously registered for
resale 4,892,480 shares of our common stock. As a result, the market price of
our common stock could decline as a result of sales of substantial amounts of
our common stock in the public market or the perception that substantial sales
could occur.
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<PAGE>
Additional shares of our common stock may be issued if options or warrants are
exercised or our convertible promissory notes are converted, causing dilution to
our stockholders.
We have outstanding:
o warrants to purchase an aggregate of approximately 2,800,000 shares
of common stock;
o options to purchase approximately 1,400,000 shares of our common
stock; and
o convertible promissory notes outstanding which are potentially
convertible into shares of our common stock at the conversion price
equal to the greater of $2.50 or 85% of the market price of our
common stock. We cannot predict the actual number of shares of our
stock that may be issued upon conversion of the notes, which depends
on:
o the conversion price in effect from time to time during the term
of the promissory notes; and
o timing of any conversion.
The existence of these securities may adversely affect us or our
stockholders for many reasons, including:
o the market price of our stock may be adversely affected by the
existence of convertible securities;
o if any of these securities are exercised, the value of the stock
held by our stockholders will be diluted if the value of such stock
immediately prior to the exercise of such securities exceeds the
exercise price;
o these securities give the holders the opportunity, at reduced cost,
to profit from a rise in the market price of our stock; and
o the terms upon which we could issue additional common stock or
obtain additional financing may be adversely affected.
Holders of warrants and options are also likely to exercise them when,
in all likelihood, we could obtain additional capital on terms more favorable
than those provided by the warrants and options.
Anti-takeover provisions may adversely affect our stockholders.
We are subject to a Delaware statute regulating business combinations
that could discourage, hinder or preclude an unsolicited acquisition of us and
could make it less likely that stockholders receive a premium for their shares
as a result of any such attempt. In addition, our
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<PAGE>
Board of Directors may issue, without stockholder approval, shares of preferred
stock. The preferred stock could have voting, liquidation, dividend or other
rights superior to those of the common stock. Therefore, if we issue preferred
stock, your rights as a common stockholder may be adversely affected. These
factors could depress our stock price.
This prospectus contains forward-looking statements which may not prove to be
accurate or complete.
This prospectus contains forward-looking statements within the meaning
of the "safe harbor" provisions of the Private Securities Litigation Reform Act
of 1995. Forward-looking terminology includes the words "may," "expects,"
"believes," "anticipates," "intends," "projects," or similar terms, variations
of such terms or the negative of such terms. These forward-looking statements
are based on management's current expectations and are subject to factors and
uncertainties which could cause actual results to differ materially from those
described in or implied by such forward-looking statements. We expressly
disclaim any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in this prospectus to
reflect any change in our expectations or any changes in events, conditions or
circumstances on which any forward-looking statement is based. Factors which
could cause such results to differ materially from those described in or implied
by the forward-looking statements include those set forth under "Risk Factors."
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<PAGE>
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of common
stock by the selling stockholders named in this prospectus. We have agreed to
pay expenses in connection with the registration of the shares being offered by
the selling stockholders.
SELLING STOCKHOLDERS
Based on information provided by each selling stockholder, the
following table sets forth certain information regarding the selling
stockholders:
<TABLE>
<CAPTION>
Common stock beneficially
owned after the offering
------------------------------------
Number of shares of
Common Stock
Selling Beneficially Owned Number of Percent of
Security Holder Prior to the Offering Shares Being Offered Shares Outstanding
---------------------- ------------------------ -------------------- ---------- -----------
<S> <C> <C> <C> <C>
Lucio de Luca 400,000 400,000 0 0
Mario Amoroso 448,333 433,333 15,000 *
Ricardo di Lorenzo 8,889 8,889 0 0
</TABLE>
-------------
*Less than one percent
Lucio de Luca has served as our Chief Operating Officer and a director since
September 1999. Mario Amoroso has served as our Italian counsel since August
1998. Ricardo di Lorenzo has served as our Chief Financial Officer since July
2000.
The above table assumes for calculating each stockholder's beneficial and
percentage ownership that options, warrants or convertible securities that are
held by such stockholder (but not held by any other selling stockholder or
person) and are exercisable within 60 days from the date this prospectus have
been exercised and converted. The table also assumes the sale of all of the
shares being offered.
PLAN OF DISTRIBUTION
We have been advised that the selling stockholders, their pledgees,
donees, transferees or other successors-in-interest, may from time to time, sell
all or a portion of the shares in privately negotiated transactions or
otherwise, at fixed prices that may be changed, at market prices prevailing at
the time of sale, at prices related to these market prices or at negotiated
prices.
The shares may be sold by the selling stockholders by one or more of
the following methods:
o block trades in which the broker or dealer so engaged will attempt
to sell the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction;
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<PAGE>
o purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this prospectus;
o an exchange distribution in accordance with the rules of the
applicable exchange;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
o privately negotiated transactions;
o short sales;
o a combination of any such methods of sale; and
o any other method permitted pursuant to applicable law.
In addition to being sold on The American Stock Exchange, the shares
may also be sold by the selling stockholders on the Freiverkehr in Frankfurt,
Berlin, Stuttgart and Dusseldorf, Germany.
The selling stockholders are not restricted as to the price or prices
at which they may sell their shares. Sales of shares by the selling stockholders
may depress the market price of our common stock since the number of shares
which may be sold by the selling stockholders is relatively large compared to
the historical average weekly trading of our common stock. Accordingly, if the
selling stockholders were to sell, or attempt to sell, all of such shares at
once or during a short time period, we believe such a transaction could
adversely affect the market price of our common stock.
From time to time the selling stockholders may engage in short sales,
short sales against the box, puts and calls and other transactions in our
securities or derivatives of our securities, and can sell and deliver the shares
in connection with any of these transactions or in settlement of securities
loans. From time to time the selling stockholders may pledge their shares under
margin provisions of its customer agreements with its brokers. Upon a default by
the selling stockholders, the broker may offer and sell the pledged shares from
time to time.
In effecting sales, brokers and dealers engaged by the selling
stockholders may arrange for other brokers or dealers to participate in the
sales. Brokers or dealers may receive commissions or discounts from the selling
stockholders or, if the broker-dealer acts as agent for the purchaser of such
shares, from the purchaser in amounts to be negotiated, which are not expected
to exceed those customary in the types of transactions involved. Broker-dealers
may agree with the selling stockholders to sell a specified number of such
shares at a stipulated price per share, and to the extent the broker-dealer is
unable to do so acting as agent for a selling stockholder, to purchase as
principal any unsold shares at the price required to fulfill the broker-
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<PAGE>
dealer commitment to the selling stockholders. Broker-dealers who acquire shares
as principal may then resell those shares from time to time in transactions
o in the over-the counter market or otherwise;
o at prices and on terms then prevailing at the time of sale;
o at prices then related to the then-current market price; or
o in negotiated transactions.
These resales may involve block transactions or sales to and through
other broker-dealers, including any of the transactions described above. In
connection with these sales, these broker-dealers may pay to or receive from the
purchasers of those shares commissions as described above. The selling
stockholders may also sell the shares under Rule 144 under the Securities Act,
rather than under this prospectus.
The selling stockholders and any broker-dealers or agents that
participate with the selling stockholders in sales of the shares may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
these sales. In this event, any commissions received by these broker-dealers or
agents and any profit on the resale of the shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.
We are required to pay all fees and expenses incident to the
registration of the shares, including reasonable fees and disbursements of
counsel to the selling stockholders. The selling stockholders may agree to
indemnify any agent, dealer or broker-dealer that participates in transactions
involving sales of the shares against certain liabilities, including liabilities
arising under the Securities Act. We will not receive any proceeds from the sale
of shares by the selling stockholders.
At the time a particular offer of shares is made, to the extent
required, a supplement to this prospectus will be distributed which will
identify and set forth the aggregate amount of shares being offered and the
terms of the offering.
The selling stockholders are subject to applicable provisions of the
Exchange Act and the Commission's rules and regulations, including Regulation M,
which provisions may limit the timing of purchases and sales of the shares by
the selling stockholders.
In order to comply with certain states' securities laws, if applicable,
the shares may be sold in those jurisdictions only through registered or
licensed brokers or dealers. In certain states the shares may not be sold unless
the shares have been registered or qualified for sale in such state, or unless
an exemption from registration or qualification is available and is obtained.
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<PAGE>
LEGAL MATTERS
Blank Rome Tenzer Greenblatt LLP of New York, New York will pass upon
the validity of the shares of common stock being offered by this prospectus.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this prospectus by reference from Spigadoro, Inc.'s (formerly
IAT Multimedia, Inc.) Annual Report on Form 10-K/A for the year ended December
31, 1999 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference , and have
been so incorporated on reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
The financial statements of Spigadoro, Inc. as of December 31, 1998 and
for the years ended December 31, 1998 and 1997 have been incorporated herein on
reliance on the report of Reconta Ernst & Young S.p.A., independent accountants,
given on the authority of that firm as experts in accounting and auditing.
The financial statements of Pastifico Gazzola S.p.A. incorporated in
this prospectus by reference to our Current Report on Form 8-K/A, filed with the
Commission on July 17, 2000, as of December 31, 1999 and 1998, and for each of
the three years ended December 31, 1999, 1998 and 1997 have been incorporated
herein in reliance on the report of Reconta Ernst & Young S.p.A., independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Exchange Act
and we file reports and other information with the Commission.
You can read reports and other information filed by us with the
Commission without charge and copy such reports and information at the public
reference facilities maintained by the Commission at the following addresses:
o New York Regional Office, Seven World Trade Center, New York, New
York 10048; and
o Chicago Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511.
You may read and copy any of the reports, statements, or other
information we file with the Commission at the Commission's Public Reference
Section at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
Information on the operation of the Public
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<PAGE>
Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. The
Commission maintains a Web site at http://www.sec.gov that contains reports,
proxy statements and other information regarding issuers that file
electronically with the Commission. The American Stock Exchange maintains a Web
site at http://www.amex.com that contains reports, proxy statements and other
information filed by us.
Our common stock is listed on The American Stock Exchange under the
symbol "SRO" and also trades on the Freiverkehr in Frankfurt, Berlin, Stuttgart
and Dusseldorf Germany.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We have filed with the Securities and Exchange Commission, Washington,
D.C., a registration statement on Form S-3 under the Securities Act of 1933,
covering the securities offered by this prospectus. This prospectus does not
contain all of the information that you can find in our registration statement
and the exhibits to the registration statement. Statements contained in this
prospectus as to the contents of any contract or other document referred to are
not necessarily complete and in each instance such statement is qualified by
reference to each such contract or document filed or incorporated by reference
as an exhibit to the registration statement.
The Commission allows us to "incorporate by reference" the information
we file with them. This means that we can disclose important information to you
by referring you to other documents that are legally considered to be part of
this prospectus, and later information that we file with the Commission will
automatically update and supersede the information in this prospectus and the
documents listed below. We incorporate by reference the documents listed below,
and any future filings made with the Commission under Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until the selling stockholders
sell all the shares.
1. Our Annual Report on Form 10-K for the fiscal year ended December
31, 1999;
2. Our Current Report on Form 8-K dated April 25, 2000 for the event
dated April 17, 2000,;
3. Form 10-K/A, Amendment to our Form 10-K for the fiscal year ended
December 31, 1999;
4. Our Current Report on Form 8-K dated May 9, 2000 for the event
dated May 3, 2000;
5. Our Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2000;
6. Form 8-K/A, Amendment No. 1 to our Current Report on Form 8-K for
the event dated May 3, 2000;
7. Form 8-K/A, Amendment No. 2 to our Current Report on Form 8-K for
the event dated May 3, 2000;
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8. Our quarterly report on Form 10-Q for the quarterly period ended
June 30, 2000;
9. Our registration statement on Form 8-A declared effective on
January 13, 2000, registering the common stock under the Exchange
Act; and
10. All documents filed by us 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, except
the Compensation Committee Report on Executive Compensation and
the performance graph included in the Proxy Statement filed
pursuant to Section 14 of the Exchange Act.
You may request a copy of these filings, other than the exhibits, by
writing or telephoning us at Spigadoro, Inc., 70 East 55th Street, 24th Floor,
New York, New York 10022, telephone number (212) 754-4271.
You should rely only on the information incorporated by reference or
contained in this prospectus or any supplement. We have not authorized anyone
else to provide you with different or additional information. The selling
stockholders are not making an offer of the shares in any state where the offer
is not permitted. You should not assume that the information in this prospectus
or any supplement is accurate as of any date other than the date on the front of
those documents.
Prospective investors may rely only on the information contained in
this prospectus. Spigadoro, Inc. has not authorized anyone to provide
prospective investors with information different from that contained in this
prospectus. This prospectus is not an offer to sell nor is it seeking an offer
to buy these securities in any jurisdiction where the offer or sale is not
permitted. The information contained in this prospectus is correct only as of
the date of this prospectus, regardless of the time of the delivery of this
prospectus or any sale of these securities.
SPIGADORO, INC.
842,222 SHARES OF COMMON STOCK
PROSPECTUS
_________, 2000
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<PAGE>
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses payable by the Registrant in connection with the
issuance and distribution of the securities being registered are as follows:
SEC Registration Fee $ 389.25
Accounting Fees and Expenses 3,500.00
Legal Fees and Expenses 10,000.00
Miscellaneous Expenses 4,610.75
---------
Total $ 18,500
Item 15. Indemnification of Directors and Officers.
The Certificate of Incorporation and By-Laws of the Company provide
that the Company shall indemnify any person to the full extent permitted by the
Delaware General Corporation Law.
Reference is hereby made to Section 145 of the Delaware General
Corporation Law relating to the indemnification of officers and directors which
Section is hereby incorporated herein by reference.
The Registrant also has Indemnification Agreements with each of its
directors.
Item 16. Exhibits.
5 Opinion of Blank Rome Tenzer Greenblatt LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consents of Reconta Ernst & Young S.p.A.
23.3 Consent of Blank Rome Tenzer Greenblatt LLP- Included in
Exhibit 5
24 Power of Attorney - Included on II-3
Item 17. Undertakings
Undertaking Required by Regulation S-K, Item 512(a).
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the
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<PAGE>
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Act"), each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
Undertaking Required by Regulation S-K, Item 512(b).
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement 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 initial
bona fide offering thereof.
Undertaking required by Regulation S-K, Item 512(h).
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or controlling persons pursuant to
the foregoing provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York on the 21st day of September,
2000.
SPIGADORO, INC.
/s/ Jacob Agam
----------------------------------
By: Jacob Agam
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below under the heading "Signature" constitutes and appoints Klaus
Grissemann and Jacob Agam or either of them, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
or all amendments (including post-effective amendments) to this Registration
Statement and any related Registration Statement filed under Rule 462(b), and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully for all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement or amendment thereto has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Jacob Agam Chairman of the Board and Chief September 21, 2000
------------------------------------ Executive Officer (principal executive officer)
Jacob Agam
/s/ Klaus Grissemann Director September 21, 2000
------------------------------------
Klaus Grissemann
/s/ Lucio de Luca Chief Operating Officer and Director September 21, 2000
------------------------------------
Lucio de Luca
/s/ Ricardo di Lorenzo Chief Financial Officer September 21, 2000
------------------------------------ (principal financial and accounting officer)
Ricardo di Lorenzo
/s/Marc S. Goldfarb Director September 21, 2000
------------------------------------
Marc S. Goldfarb
/s/ Carlo Petrini Director September 21, 2000
------------------------------------
Carlo Petrini
Director September , 2000
------------------------------------
Robert Weiss
Director September , 2000
------------------------------------
Erich Weber
</TABLE>
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