<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 3, 1999
REGISTRATION NO. 333-70985
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
PROFESSIONAL TRANSPORTATION GROUP LTD., INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------------
GEORGIA 58-1915632
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
495 LOVERS LANE ROAD
CALHOUN, GEORGIA 30701
(888) 999-1964
(Address, including zip code, and telephone number, including area code,
of principal executive offices)
DENNIS A. BAKAL
CHIEF EXECUTIVE OFFICER AND PRESIDENT
PROFESSIONAL TRANSPORTATION GROUP LTD., INC.
495 LOVERS LANE ROAD
CALHOUN, GEORGIA 30701
TELEPHONE: (888) 999-1964
FACSIMILE: (706) 624-9698
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------------
A COPY OF ALL COMMUNICATIONS, INCLUDING COMMUNICATIONS
SENT TO THE AGENT FOR SERVICE SHOULD BE SENT TO:
JON H. KLAPPER, ESQ.
NELSON MULLINS RILEY & SCARBOROUGH, L.L.P.
999 PEACHTREE STREET, N.E., SUITE 1400
ATLANTA, GEORGIA 30309
TELEPHONE: (404) 817-6000
FACSIMILE: (404) 817-6050
Approximate date of commencement of proposed sale to the public: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, 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. [ ]
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE AGGREGATE PRICE PER AGGREGATE OFFERING AMOUNT OF
TITLE OF SHARES TO BE REGISTERED REGISTERED UNIT(1) PRICE(1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, NO PAR VALUE PER SHARE......500,000 SHARES(2) $2.8125 $1,406,250 $ 390.94
- --------------------------------------------------------------------------------------------------------------------------
COMMON STOCK, NO PAR VALUE PER SHARE.... 1,100,000 SHARES(4) $2.8125 $3,093,750 $ 860.06
- --------------------------------------------------------------------------------------------------------------------------
COMMON STOCK, NO PAR VALUE PER SHARE.... 200,000 SHARES(5) $2.8125(3) $ 562,500 $ 156.38
- --------------------------------------------------------------------------------------------------------------------------
TOTAL.................................... $1,407.38(6)
==========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 promulgated under the Securities Act of 1933, as
amended.
(2) Represents shares that may be acquired by the Selling Securityholders
named herein (the "Selling Securityholders") upon conversion of the
Registrant's Convertible 9% Debentures (the "Debentures"), assuming a
conversion price of $1.00 per share. The number of shares of Common
Stock issuable upon conversion of the Debentures is equal to 78% of the
average of the lowest price at which a trade is executed on any three
trading days during the sixteen trading day period ending on the
trading day immediately prior to the date of conversion. The conversion
price would have been $1.72 if the date of conversion was January 20,
1999. Includes an indeterminate number of shares which may become
issuable in the event of a stock split, stock dividend or similar
transaction involving the Common Stock pursuant to the antidilution
provisions of the Debentures.
(3) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(g)(3) based upon the closing price of the Common
Stock on the Nasdaq SmallCap Market on February 1, 1999.
(4) Represents shares issuable upon exercise of warrants (the "Warrants")
issued to the Selling Securityholders in connection with the issuance
and sale of the Debentures. Includes an indeterminate number of shares
which may become issuable in the event of a stock split, stock dividend
or similar transaction involving the Common Stock pursuant to the
antidilution provisions of the Warrants.
(5) Represent shares issuable upon exercise of warrants granted to a
consultant of the Registrant for services rendered.
(6) $1,251 was previously paid with the initial filing of this
registration statement.
<PAGE> 3
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.
PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION,
DATED FEBRUARY 3, 1999
1,800,000 SHARES
COMMON STOCK
PROFESSIONAL TRANSPORTATION GROUP LTD., INC.
The selling securityholders named in this prospectus are offering and
selling up to 1,800,000 shares of the common stock of Professional
Transportation Group Ltd., Inc. They may acquire 500,000 of those shares upon
conversion of our 9% convertible debentures and 1,300,000 shares upon exercise
of warrants.
The selling securityholders may offer the shares from time to time in
public or private transactions on or off the Nasdaq SmallCap Market, at
prevailing market prices or privately negotiated prices. Sales may be made
through brokers, dealers or other agents who may receive compensation in the
form of commissions, discounts or concessions.
Our common stock is quoted on The Nasdaq SmallCap Market under the
symbol "TRUC." On February 1, 1999, the closing sales price of our common stock
on The Nasdaq SmallCap Market was $2.8125.
We will not receive any proceeds from the sale of the common stock, but
will receive the exercise price of the warrants.
YOU SHOULD READ THE DESCRIPTION OF CERTAIN RISKS UNDER THE CAPTION
"RISK FACTORS" BEGINNING ON PAGE 3 BEFORE PURCHASING OUR COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_______, 1999
<PAGE> 4
INFORMATION ABOUT THE COMPANY
At Professional Transportation Group Ltd., Inc., we provide
transportation and logistics services primarily for the air freight and
expedited delivery and floorcovering industries throughout the continental
United States.
We file reports, proxy statements and other information with the SEC.
You may read and copy any document we file at the Public Reference Room of the
SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the Regional Offices of the SEC at Seven World Trade Center, Suite 1300, New
York, New York 10048 and at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Please call 1-800-SEC-0330 for further information
concerning the Public Reference Room. Our filings also are available to the
public from the SEC's website at www.sec.gov. We distribute to our shareholders
annual reports containing audited financial statements.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information we file later with the
SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until the offering is completed:
1. Annual Report on Form 10-KSB for the year ended December 31, 1997.
2. Proxy Statement dated April 15, 1998.
3. Quarterly Reports on Form 10-QSB for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998.
4. The description of the common stock contained in our Registration
Statement on Form 8-A (declared effective on June 19, 1997) under
Section 12 of the Securities Exchange Act of 1934.
You may request a copy of these filings, at no cost, by writing or calling us
at:
PROFESSIONAL TRANSPORTATION GROUP LTD., INC.
495 Lovers Lane Road
Calhoun, Georgia 30701
Attention: Chief Financial Officer
Telephone: (888) 999-1964
This prospectus is part of a registration statement we filed with the SEC. You
should rely only on the information or representations provided in this
prospectus. We have not authorized anyone to provide you with different
information. The common stock will not be offered in any state where an offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the cover of this prospectus.
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<PAGE> 5
RISK FACTORS
Before you invest in our common stock, you should be aware that there
are various risks, including those described below. You should consider
carefully these risk factors together with all of the other information included
in this prospectus, including the documents that we incorporate by reference,
before you decide to purchase shares of common stock.
Some of the information in this prospectus may contain forward-looking
statements. Such statements can be identified by the use of forward-looking
terminology such as "may," "will," "expect," "believe," "intend," "anticipate,"
"estimate," "continue" or similar words. These statements discuss future
expectations, estimate the happening of future events or our financial condition
or state other "forward-looking" information. When considering such
forward-looking statements, you should keep in mind the risk factors and other
cautionary statements in this prospectus and the documents that we incorporate
by reference. The risk factors noted in this section and other factors noted
throughout this prospectus, including certain risks and uncertainties, could
cause our actual results to differ materially from those contained in any
forward-looking statement.
WE HAVE A HISTORY OF NET LOSSES
In the last four years, we incurred the following net income or losses:
- 1998: net loss of over $1.6 million (through September
30, unaudited)
- 1997: net loss of almost $1.8 million
- 1996: net income of $184,078
- 1995: net loss of $155,200
At the end of September 1998, we had an accumulated deficit of over
$3.3 million (unaudited). Although much of our recent losses was incurred during
the time we provided less-than-truckload operations for the carpet and
floorcovering industry pursuant to the now terminated Marketing Agreement with
Continental American Transportation, Inc., there can be no assurance that we
will not continue to lose money in the future.
WE CANNOT ASSURE YOU THAT WE WILL EFFECTIVELY MANAGE OUR GROWTH
Our revenues have grown rapidly since we began operating in 1990.
However, we cannot guarantee that we will continue to grow at a similar pace, or
that we will effectively respond and adapt to any future growth. The growth in
our business in recent years has greatly increased our operating expenses. As we
expand our business further, operating expenses will probably continue to
increase, and revenue may not grow enough for us to meet our operating
expenditures or to earn a profit in the future.
WE DEPEND ON A FEW LARGE CUSTOMERS
In 1997 and for the nine months ended September 31, 1998, our five
largest customers accounted for 65% and 44%, respectively, of our revenue. FedEx
was our largest customer during these periods, with 41% and 27%, respectively,
of revenue, and Panalpina, Inc., was our second largest, with 13% and 9%,
respectively, of revenue. These two customers are the only ones that have signed
written agreements with us; all other customers can cancel our services anytime.
Also, under FedEx's contract, it does not have to use our services and can
cancel the agreement with 30 days written notice. Our business and finances will
be negatively affected if we lose FedEx or Panalpina as customers, or if many
other customers stop using our services.
THE SUCCESS OF OUR BUSINESS DEPENDS ON ECONOMIC FACTORS BEYOND OUR CONTROL
We have little or no control over many economic factors that affect our
business, including:
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<PAGE> 6
- fuel prices;
- cost of employees and employee benefits;
- interest rates;
- insurance premiums; and
- customers' business cycles.
These factors are important because if the cost of any one of them increases
more than our revenues, or if any of them affect our customers, it could
negatively affect our overall business and finances.
THE TRUCKLOAD TRANSPORTATION INDUSTRY IS VERY COMPETITIVE
The truckload transportation industry is very fragmented and intensely
competitive. It includes many regional, inter-regional and national truckload
carriers, none of which dominates the market. We compete with both small
operators, who often have lower overhead costs, and with significantly larger
companies, who have greater financial and other resources than us. Companies in
this industry compete with one another on freight rates, service, efficiency,
and availability of equipment.
OUR BUSINESS DEPENDS ON THE AVAILABILITY OF DRIVERS
We utilize the services of both employee drivers and independent
contractors. The trucking industry has in the past and will probably continue in
the future to experience shortages of qualified drivers and independent
contractors. Such a shortage in the future could negatively affect our business
and finances, particularly if we have prolonged difficulty in attracting or
keeping qualified drivers or independent contractors.
WE MAY NEED ADDITIONAL FINANCING
Our business is very capital intensive. We depend on operating leases
and debt financing to expand and maintain a modern operating fleet. If we are
unable to obtain acceptable leases or additional financing, we will be forced to
limit our growth or use our fleet for longer periods of time, which could
negatively affect our business and finances.
CHANGES IN GOVERNMENT REGULATIONS COULD AFFECT OUR BUSINESS
The government regulates our operations at the local, state and federal
level. Thus far, we have been able to comply with these laws and regulations
without much difficulty, but any additions or changes to current laws and
regulations could negatively affect our business and finances.
OUR INSURANCE MAY NOT COVER ALL LIABILITIES OR LOSSES
The business of moving freight by its nature creates a risk of
liability. This risk may grow as we expand our operations. We believe that our
current commercial liability insurance is sufficient to cover any losses.
However, we cannot guarantee that our coverage will fully protect our business
and assets from all claims or that we can obtain additional insurance at
commercially reasonable rates. Any losses or claims that go beyond the limits or
scope of our coverage could negatively affect our business and finances.
OUR SUCCESS DEPENDS UPON OUR ABILITY TO ATTRACT AND RETAIN KEY PERSONNEL
Our success depends in large part on the continued services and efforts
of Dennis A. Bakal, our President and CEO, and other key personnel. In April
1997, we entered into three-year renewable employment agreements with Mr. Bakal
and several other executive officers. If we lose the services of these
individuals, it could negatively affect our business and finances. Our success
and plans for future growth will also depend on our ability to attract and keep
on satisfactory terms additional qualified management and other employees.
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<PAGE> 7
ONE EXECUTIVE OWNS A LARGE NUMBER OF SHARES
Our President and CEO, Dennis A. Bakal, beneficially owns 2.9 million
shares of common stock, or about 68% of the outstanding shares. As a result, Mr.
Bakal is able to control the outcome of shareholder votes, including the
election of directors, as well as the selection of management and the direction
of company policy.
WE MAY HAVE CONFLICTS OF INTEREST WITH OUR MAJORITY SHAREHOLDER
Dennis A. Bakal, our Chairman, President and CEO and majority
shareholder, is also an officer, director or shareholder of several other
businesses. In the past, we have transacted business with Mr. Bakal and his
affiliate businesses. For example, we sublease office and warehouse space from
Professional Sales Group, Inc., which Mr. Bakal owns. As a result of these
transactions, our interests may sometimes be inconsistent with Mr. Bakal's
interests in his affiliated businesses.
CERTAIN MEASURES THAT WE HAVE ADOPTED HAVE ANTI-TAKEOVER EFFECTS
Our Articles of Incorporation and Bylaws include provisions that may
discourage or prevent changes in control, even in cases where you could receive
a high price for your shares. Under one such provision, the Board of Directors
can issue 100,000 shares of "blank check" preferred stock, with whatever rights
and preferences the Board chooses, without your approval. If the Board issued
preferred stock with rights superior to the common stock, it could negatively
affect you and could lower the price or value of your stock. The issuance of
this preferred stock could make it more difficult for outside parties to take us
over or remove management and could discourage bids for control that might give
you a high price for your stock.
SHAREHOLDER PROPOSALS AND NOMINATIONS MUST MEET CERTAIN REQUIREMENTS
Our Bylaws require shareholders who want to bring up business or
nominate candidates for election as directors at a shareholders meeting to
provide timely written notice. This means that we must receive your notice at
our main office between 60 and 90 days before the meeting. The Bylaws also set
out a required written format for these notices. These provisions could prevent
such matters or nominations from being brought before the meeting.
WE DO NOT PLAN TO PAY DIVIDENDS
We intend to use all future earnings in the development of our business
and do not plan to pay cash dividends in the foreseeable future.
WE ARE INVOLVED IN LITIGATION
From time to time we are involved in lawsuits, the outcome of which are
uncertain. In the event that we are not successful in defending against these
actions, we may be required to pay money damages, which could negatively affect
our business and finances.
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<PAGE> 8
FAILURE TO BE YEAR 2000 READY MAY NEGATIVELY AFFECT OUR BUSINESS
The Year 2000 issue is the result of potential problems with computer
systems or any equipment with computer chips that store dates as two digits
rather than four (e.g. "99" for 1999). On January 1, 2000, these systems and
equipment may read "00" as 1900 instead of the year 2000.
Our business and relationships with customers depend significantly on
numerous computer software programs, operating systems and networks. If any of
these are affected by a failure to be Year 2000 compliant, it could have a
negative affect on our business and finances and those of our customers. We have
done a preliminary review of our internal accounting and operating programs and
systems, and we currently believe that they, as well as the network connections
they maintain, either are ready for the Year 2000 or can be corrected without
significant cost or delay. However, we could face material financial risks if we
are unable to deal with this issue in a timely manner or if third parties which
we rely on are not adequately prepared for the Year 2000.
WE CANNOT GUARANTEE THAT OUR SECURITIES WILL CONTINUE TO MEET THE LISTING AND
MAINTENANCE CRITERIA FOR THE NASDAQ SYSTEM; "PENNY STOCK" REGULATIONS
The National Association of Securities Dealers, Inc., or the NASD,
which administers the Nasdaq SmallCap Market, requires that, in order for a
company's securities to be listed on the Nasdaq SmallCap Market, the Company
must have $4,000,000 in total assets, a $1,000,000 market value of the public
float and $2,000,000 in total capital and surplus. Continued inclusion on the
Nasdaq SmallCap Market currently requires two market makers and a minimum bid
price of $1.00 per share. However, if the price per share falls below the
minimum bid price, the shares will remain eligible for continued inclusion if
the market value of the public float is at least $1,000,000 and the company has
$2,000,000 in capital and surplus. If we fail to maintain the minimum threshold
requirements to maintain our inclusion on the Nasdaq SmallCap Market, our
securities would lose their listing, and trading would be conducted, if at all,
in the over-the-counter market known as the NASD OTC Electronic Bulletin Board.
As a result, an investor may find it more difficult to dispose of, or to obtain
accurate quotations as to the market value of, our securities.
The SEC has adopted regulations which generally define "penny stock" to
be any equity security that has a market price less than $5.00 per share or an
exercise price of less than $5.00 per share subject to certain exceptions. If
our securities are removed from listing on the Nasdaq SmallCap Market, and are
traded at a price below $5.00, they may become subject to rules that impose
additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and institutional
accredited investors. For transactions covered by these rules, the broker-dealer
must make a special suitability determination for the purchase of the securities
and have received the purchaser's written consent to the transaction prior to
the purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the transaction, of a
disclosure schedule prepared by the SEC relating to the penny stock market and
the risks of investing in our securities. The broker-dealer also must disclose
the commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities, and, if the broker-dealer
is the sole market-maker, the broker-dealer must disclose this fact and the
broker-dealer's presumed control over the market. Finally, monthly statements
must be sent disclosing recent price information for the penny stock held in the
account and information on the limited market in penny stocks. Consequently, the
"penny stock" rules may restrict the ability of broker-dealers to sell our
securities and may affect your ability to sell our securities in the secondary
market.
POSSIBLE NEED FOR ADDITIONAL FINANCING
Our capital requirements have been and will continue to be significant.
We anticipate, based on currently proposed plans and assumptions relating to our
operations, that cash flows from operations and amounts available under our
credit arrangements may not be sufficient to satisfy our contemplated cash
requirements during 1999. If cash flows and amounts available under our credit
arrangements otherwise prove to be insufficient to fund operations (due to
unanticipated expenses, delays, problems, difficulties or otherwise), we will be
required to minimize cash expenditures and/or obtain additional financing in
order to support our plan of operations. Other than our public warrants and the
warrants sold to the selling securityholders, we have no current arrangements
with respect to, or sources of, additional financing and we cannot guarantee
that any additional financing will be available to us on acceptable terms, or at
all.
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POSSIBLE VOLATILITY OF MARKET PRICE FOR OUR COMMON STOCK
From time to time and in particular during the last several years, the
stock market generally has experienced a high level of price and volume
volatility, and market prices for the securities of many companies have
experienced wide price fluctuations not necessarily related to the operating
performance of such companies. We believe that factors such as announcements of
developments related to our business, sales of our common stock in the public
market, and shortfalls or changes in our financial results from analysts'
expectations could cause the price of our securities to fluctuate substantially.
ADDITIONAL SHARES WILL BE ELIGIBLE FOR PUBLIC SALE IN THE FUTURE
As of February 1, 1999, there were 3,868,160 shares of our common stock
outstanding. An additional 4,295,870 shares of common stock are issuable upon
conversion of the 9% convertible debentures (at an assumed conversion price of
$1.00 per share) and the exercise of outstanding options and warrants, including
warrants to purchase 1,300,000 shares of common stock issued to the selling
securityholders. Substantially all of these shares, when issued, may be
immediately resold in the public market pursuant to effective registration
statements under the Securities Act or pursuant to Rule 144 under the Securities
Act of 1933.
We cannot give you any assurance as to the effect, if any, that future
sales of common stock, or the availability of shares of common stock for future
sales, will have on the market price of our common stock from time to time.
Sales of substantial amounts of common stock (particularly shares issued upon
conversion of the 9% convertible debentures), or the possibility of such sales,
could negatively affect the market price of our common stock and also impair our
ability to raise capital through an offering of equity securities in the future.
DILUTIVE EFFECT OF CONVERSION OF 9% CONVERTIBLE DEBENTURES
The conversion of our 9% convertible debentures at a discount to the
then prevailing market price of our common stock would result in the issuance of
up to 500,000 shares of common stock, or approximately 11.4% of the outstanding
shares (at an assumed conversion price of $1.00 per share). The conversion could
have an immediate negative effect on the market price of our common stock, and
will have a dilutive impact on other shareholders.
EFFECT OF ISSUANCE OF COMMON STOCK UPON EXERCISE OF WARRANTS AND OPTIONS
As of February 1, 1999, there were outstanding options and warrants to
purchase 3,795,870 shares of our common stock, including the warrants sold to
the selling securityholders, exercisable to purchase 1,100,000 shares; 1,258,370
shares issuable upon exercise of stock options granted pursuant to the Company's
employee stock option plans; and 1,437,500 shares issuable upon exercise of the
warrants issued in the Company's initial public offering at an exercise price of
$6.90 per share.
The exercise of warrants or options and the sale of the underlying
shares of common stock (or even the potential of such exercise or sale) could
have a negative effect on the market price of our common stock, and will have a
dilutive impact on other shareholders. Moreover, the terms upon which we will be
able to obtain additional equity capital may be negatively affected since the
holders of outstanding warrants and options can be expected to exercise them, to
the extent they are able, at a time when we would, in all likelihood, be able to
obtain any needed capital on terms more favorable than those provided in such
warrants or options.
FORWARD-LOOKING INFORMATION IS UNCERTAIN AND COULD BE WRONG
This prospectus contains forward-looking statements that involve risks
and uncertainties. These statements deal with our future plans and growth
strategies, as well as trends we anticipate in our industry. We base these
forward-looking statements largely on our expectations, which are subject to
risks and uncertainties often beyond our control. Our actual results could
differ materially from those anticipated in these forward-looking statements as
a result of many factors, including those described in this section and
elsewhere in this prospectus. In light of these risks and uncertainties, there
can be no assurance that the forward-looking information contained in this
prospectus will in fact occur or prove to be accurate.
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SELLING SECURITYHOLDERS
The following table sets forth the names of the selling
securityholders, the number of shares of common stock beneficially owned by each
selling securityholder as of February 1, 1999, and the number of shares that
each may offer, and the number of shares of common stock beneficially owned by
each selling securityholder upon completion of the offering, assuming all of the
shares offered are sold. The number of shares sold by each selling
securityholder may depend upon a number of factors, including, among other
things, the market price of the common stock. None of the selling
securityholders has, or within the past three years has had, any position,
office or other material relationship with us or any of our predecessors or
affiliates.
<TABLE>
<CAPTION>
SHARES OF SHARES OF SHARES OF
COMMON STOCK COMMON STOCK COMMON STOCK
BENEFICIALLY OWNED OFFERED IN THE BENEFICIALLY OWNED
BEFORE OFFERING(1) OFFERING(1) AFTER OFFERING
------------------ ----------- --------------
NAME OF SELLING
SECURITYHOLDER NUMBER PERCENT(2) NUMBER NUMBER PERCENT
- -------------- ------ ---------- ------ ------ -------
<S> <C> <C> <C> <C> <C>
John P. O'Shea(3)................ 300,000(4) 6.9% 800,000(5) 0 --
AMRO International, S.A.(6)...... 300,000(4) 6.9% 800,000(5) 0 --
Pacific Consulting Group, Inc. .. 200,000(7) 4.6% 200,000 0 --
</TABLE>
- ---------
(1) Unless otherwise indicated, each person has sole investment and voting power
with respect to the shares indicated. For purposes of computing the percentage
of outstanding shares held by each selling securityholder, any security which
such person has the right to acquire within 60 days after such date is deemed to
be outstanding for the purpose of computing the percentage ownership for such
person, but is not deemed to be outstanding for the purpose of computing the
percentage ownership of any other person.
(2) Except as otherwise stated, calculated based upon 4,368,160 shares of common
stock outstanding, and assumes that all debentures will be converted at their
minimum conversion price of $1.00 per share. The actual conversion price will be
78% of market price, but no greater than $5.00 per share.
(3) The address of the principal business office of the selling securityholder
is 19 Rector Street, Suite 1105, New York, New York 10006.
(4) Represents the maximum number of shares into which the debentures may be
converted, based upon an assumed conversion price of $1.00 per share. The
debentures are not convertible for any number of shares of common stock in
excess of that number which would (i) render a selling securityholder the
beneficial owner of more than 9.9% of the then issued and outstanding shares of
common stock or (ii) result in the issuance of an aggregate number of shares of
common stock representing more than 20% of the number of shares of common stock
issued and outstanding on December 23, 1998, the date upon which the debentures
were issued. Warrants to purchase up to an aggregate of 500,000 shares are not
exercisable until November 1, 2001.
(5) Represents shares that may be acquired upon conversion of the debentures, at
an assumed conversion price of $1.00 per share, and upon the exercise of
warrants under a Debenture and Warrant Purchase Agreement dated as of December
10, 1998.
(6) The address of the principal business office of the selling securityholder
is c/o Ultra Finance, Grossmunster Platz 26, Zurich CH 8022 Switzerland.
(7) Represents shares that may be acquired upon exercise of warrants as
follows: (a) 100,000 shares at $2.25 per share, (b) 40,000 shares at $2.75 per
share and (c) 60,000 shares at $3.00 per share. All of the warrants are
currently exercisable and terminate on July 27, 2001.
8
<PAGE> 11
We are registering the shares for resale by the selling securityholders
in accordance with registration rights granted to the selling securityholders.
We will pay the registration and filing fees, printing expenses, listing fees,
blue sky fees, if any, and fees and disbursements of our counsel in connection
with this offering, but the selling securityholders will pay any underwriting
discounts, selling commissions and similar expenses relating to the sale of the
shares, as well as the fees and expenses of their counsel. In addition, we have
agreed to indemnify the selling securityholders, underwriters who may be
selected by the selling securityholders and certain affiliated parties, against
certain liabilities, including liabilities under the Securities Act, in
connection with the offering. The selling securityholders may agree to indemnify
any agent, dealer or broker-dealer that participates in transactions involving
sales of the shares against certain liabilities, including liabilities under the
Securities Act. The selling securityholders have agreed to indemnify us and our
directors and officers, as well as any person controlling the company, against
certain liabilities, including liabilities under the Securities Act. Insofar as
indemnification for liabilities under the Securities Act may be permitted to our
directors or officers, or persons controlling the company, we have been informed
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
PLAN OF DISTRIBUTION
The selling securityholders (or, subject to applicable law, their
pledgees, donees, distributees, transferees or other successors in interest) may
sell shares from time to time in public transactions, on or off The Nasdaq
SmallCap Market, or private transactions, at prevailing market prices or at
privately negotiated prices, including but not limited to the following types of
transactions:
- ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
- a block trade in which the broker-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;
- purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this
prospectus; and
- face-to-face transactions between sellers and purchasers
without a broker-dealer.
In effecting sales, brokers or dealers engaged by the selling
securityholders may arrange for other brokers or dealers to participate in the
resales. The selling securityholders may enter into hedging transactions with
broker-dealers, and in connection with those transactions, broker-dealers may
engage in short sales of the shares. The selling securityholders have agreed
that they will not enter into any short position with respect to the common
stock. The selling securityholders also may enter into option or other
transactions with broker-dealers which require the delivery to the broker-dealer
of the shares, which the broker-dealer may resell pursuant to this prospectus.
The selling securityholders also may pledge the shares to a broker or dealer and
upon a default, the broker or dealer may effect sales of the pledged shares
pursuant to this prospectus.
Brokers, dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling securityholders in amounts to
be negotiated in connection with the sale. The selling securityholders and any
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales and any such
commission, discount or concession may be deemed to be underwriting
compensation.
Information as to whether underwriters who may be selected by the
selling securityholders, or any other broker-dealer, are acting as principal or
agent for the selling securityholders, the compensation to be received by
underwriters who may be selected by the selling securityholders, or any
broker-dealer, acting as principal or agent for the selling securityholders and
the compensation to be received by other broker-dealers, in the event the
compensation of such other broker-dealers is in excess of usual and customary
commissions, will, to the extent required, be set forth in a supplement to this
prospectus. Any dealer or broker participating in any distribution of
9
<PAGE> 12
the shares may be required to deliver a copy of this prospectus, including a
prospectus supplement, if any, to any person who purchases any of the shares
from or through such dealer or broker.
We have advised the selling securityholders that during such time as
they may be engaged in a distribution of the shares they are required to comply
with Regulation M promulgated under the Securities Exchange Act of 1934. With
certain exceptions, Regulation M precludes any selling securityholder, any
affiliated purchasers and any broker-dealer or other person who participates in
such distribution from bidding for or purchasing, or attempting to induce any
person to bid for or purchase any security which is the subject of the
distribution until the entire distribution is complete. Regulation M also
prohibits any bids or purchases made in order to stabilize the price of a
security in connection with the distribution of that security. All of the
foregoing may affect the marketability of the common stock.
LEGAL MATTERS
The validity of the shares of common stock offered hereby has been
passed upon by Nelson Mullins Riley & Scarborough, L.L.P., Atlanta, Georgia.
EXPERTS
The consolidated financial statements of Professional Transportation
Group Ltd., Inc. at December 31, 1997 and for the years ended December 31, 1996
and 1997, appearing in our Annual Report (on Form 10-KSB) for the year ended
December 31, 1997 have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report.
10
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses payable by the Registrant in connection with the issuance
and distribution of the securities being registered are estimated below:
<TABLE>
<S> <C>
SEC registration fee.............................. $1,407.38
Listing fees...................................... 17,500
Legal fees and expenses........................... 15,000
Printing expenses................................. 5,000
Accounting fees................................... 3,500
Miscellaneous..................................... 2,592.62
--------
Total.................................... $45,000
--------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII of the Registrant's by-laws provides that a director,
officer, employee or agent of the Registrant or of another entity at the request
of the Registrant shall be indemnified against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement in connection with
certain actions, suits or proceedings, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation--a
"derivative action") if he acted in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. In the case of derivative actions, indemnification only extends to
expenses (including attorneys' fees) incurred in connection with the defense or
settlement of such an action, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no person who has been adjudged to be liable to the
Registrant shall be entitled to indemnification unless a court determines that
despite such adjudication of liability but in view of all of the circumstances
of the case, the person seeking indemnification is fairly and reasonably
entitled to be indemnified for such expenses as the court deems proper.
Article 7.3 of the Registrant's by-laws further provides that directors
and officers may, as authorized by the Board generally or as to a specific case
or person(s), be paid by the Registrant the expenses incurred in defending the
proceedings specified above in advance of their final disposition, provided that
such payment will only be made upon delivery to the Registrant by the
indemnified party of an undertaking to repay all amounts so advanced if it is
ultimately determined that the person receiving such payments is not entitled to
be indemnified.
Article 7.4 of the Registrant's by-laws provides that the right to
indemnification and the advancement of provided in the Article will not be
exclusive of any other right which any person may have or acquire under the
by-laws, any agreement, or otherwise.
11
<PAGE> 14
Finally, Article 7.5 of the Registrant's by-laws provides that the
Registrant may purchase and maintain insurance on behalf of persons entitled to
indemnification under this Article against any liability, whether or not the
Registrant would have the power to indemnify such persons against such liability
under the provisions of Article VI of the by-laws. The Registrant maintains and
has in effect such insurance.
Article VIII of the Registrant's articles of incorporation eliminates
the personal liability of the Registrant's directors to the Registrant or its
shareholders for monetary damages for breach of their fiduciary duties as a
director to the fullest extent provided by Georgia law. Section 14-2-856(b) of
the OCGA provides for the elimination off such personal liability, except for
liability (i) for any appropriation, in violation of the director's duties, of
any business opportunity of the Registrant, (ii) for acts or omissions that
involve intentional misconduct or a knowing violation of law, (iii) under
Section 14-2-832 of the OCGA or (iv) for any transaction from which the director
received any improper personal benefit.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed 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.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
4.1 Debenture and Warrant Purchase Agreement (incorporated by reference to the Registrant's Current
Report on Form 8-K, date of filing January 4, 1999).
5.1 Opinion of Nelson Mullins Riley & Scarborough, LLP.
23.1 Consent of Nelson Mullins Riley & Scarborough, LLP. (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP.
</TABLE>
ITEM 17. UNDERTAKINGS.
(A) RULE 415 OFFERING
The undersigned small business issuer hereby undertakes that it will:
(1) 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 l0(a) (3) of the
Securities Act of 1933.
(ii) Reflect in the prospectus any facts or events which, individually
or in the aggregate, represent a fundamental change in the information
set forth in the registrant statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a
12
<PAGE> 15
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(iii) Include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) For determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed a new registration statement relating
to the securities offered therein, and the offering of such securities at that
time to be the initial bona fide offering thereof.
(3) Remove from registration by means of a post-effective amendment any of the
securities being registered that remain unsold at the termination of the
offering.
(B) REQUEST FOR ACCELERATION OF EFFECTIVE DATE
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer 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 small business issuer of the expenses incurred or paid by a
director, officer, or controlling person of the small business issuer 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 small business issuer 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.
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 to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of Calhoun, State of Georgia, on February 2, 1999.
PROFESSIONAL TRANSPORTATION GROUP LTD., INC.
By: By:
/s/ Dennis A. Bakal /s/ Susan P. Dial
- ------------------------ ------------------------
Dennis A. Bakal Susan P. Dial
Chief Executive Officer Chief Financial Officer
and President (Principal (Principal Financial and
Executive Officer) Accounting Officer)
13
<PAGE> 16
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 2, 1999.
<TABLE>
<CAPTION>
SIGNATURES TITLE
- ---------- -----
<S> <C>
/s/ Dennis A. Bakal Chief Executive Officer,
- ---------------------------- President and Director
Dennis A. Bakal (Principal Executive Officer)
/s/ Susan P. Dial Chief Financial Officer
- ---------------------------- (Principal Financial and
Susan P. Dial Accounting Officer)
* Director
- ----------------------------
Robert E. Altenbach
* Director
- ----------------------------
Gregory G. Hardwick
* Director and Vice President/Administration
- ----------------------------
Linda K. Roberts
*By: /s/ Dennis A. Bakal
------------------------
Dennis A. Bakel
Attorney-in-fact pursuant
to power of attorney
granted in Registration
Statement (No. 333-70985)
as filed on January 22, 1999.
</TABLE>
14
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
4.1 Debenture and Warrant Purchase Agreement (incorporated by reference to the Registrant's Current
Report on Form 8-K, date of filing January 4, 1999.)
5.1 Opinion of Nelson Mullins Riley & Scarborough, LLP.
23.1 Consent of Nelson Mullins Riley & Scarborough, LLP. (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP.
</TABLE>
15
<PAGE> 1
EXHIBIT 5.1
<TABLE>
<S> <C>
NELSON MULLINS RILEY & SCARBOROUGH, L.L.P.
999 PEACHTREE STREET, N.E. OTHER OFFICES:
FIRST UNION PLAZA CHARLESTON, SOUTH CAROLINA
SUITE 1400 CHARLOTTE, NORTH CAROLINA
COLUMBIA, SOUTH CAROLINA
ATLANTA, GEORGIA 30309 GREENVILLE, SOUTH CAROLINA
MYRTLE BEACH, SOUTH CAROLINA
TELEPHONE (404) 817-6000
FACSIMILE (404) 817-6050
www.nmrs.COM
</TABLE>
February 2, 1999
Professional Transportation Group Ltd., Inc.
495 Lovers Lane Rd.
Calhoun, Georgia 30701
Ladies and Gentlemen:
We have acted as counsel to Professional Transportation Group Ltd.,
Inc. (the "Company") in connection with the filing of a Registration Statement
on Form S-3 (the "Registration Statement") under the Securities Act of 1933,
covering the offering of up to 1,800,000 shares (the "Shares") of the Company's
common stock, no par value per share by the selling securityholders named in the
Registration Statement, including (i) up to 500,000 shares that they may acquire
upon conversion of the Company's 9% Convertible Debentures and (ii) up to
1,300,000 shares that they may acquire upon exercise of warrants to purchase
shares of common stock. In connection therewith, we have examined such corporate
records, certificates of public officials and other documents and records as we
have considered necessary or proper for the purpose of this opinion.
This opinion is limited by and is in accordance with, the January 1,
1992, edition of the Interpretive Standards applicable to Legal Opinions to
Third Parties in Corporate Transactions adopted by the Legal Opinion Committee
of the Corporate and Banking Law Section of the State Bar of Georgia, which is
incorporated herein by reference.
Based on the foregoing, and having regard to legal considerations which
we deem relevant, we are of the opinion that the Shares, when issued and
delivered as described in the Registration Statement, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus contained in the Registration Statement.
Very truly yours,
NELSON MULLINS RILEY & SCARBOROUGH, L.L.P.
<PAGE> 1
Exhibit 23.2
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
(and to all references to our Firm) included in or made a part of this
registration statement.
/s/Arthur Andersen LLP
Atlanta, Georgia
February 1, 1999
