<PAGE> 1
As filed with the Securities and Exchange Commission on July 11, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
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)
1950 SPECTRUM CIRCLE, SUITE B-100
MARIETTA, GEORGIA 30067
(678) 264-0400
(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.
1950 SPECTRUM CIRCLE, SUITE B-100
MARIETTA, GEORGIA 30067
TELEPHONE: (678) 264-0400
FACSIMILE: (770) 955-2894
(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.
SMITH, GAMBRELL & RUSSELL, LLP
1230 PEACHTREE STREET, N.E., SUITE 3100
ATLANTA, GEORGIA 30309
TELEPHONE: (404) 815-3500
FACSIMILE: (404) 815-3509
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. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE AGGREGATE PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF SHARES TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) REGISTRATION FEE
------------------------------------------ ------------------- ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
COMMON STOCK, NO PAR VALUE PER SHARE ..... 4,300,000 SHARES(2) $2.50 $10,750,000 $2,838
COMMON STOCK, NO PAR VALUE PER SHARE ..... 266,666 SHARES(3) $2.50 $ 666,665 $ 176
COMMON STOCK, NO PAR VALUE PER SHARE ..... 146,400 SHARES(4) $2.50 $ 366,000 $ 97
COMMON STOCK, NO PAR VALUE PER SHARE ..... 1,860,000 SHARES(5) $2.50 $ 4,650,000 $1,228
COMMON STOCK, NO PAR VALUE PER SHARE ..... 100,000 SHARES $2.50 $ 250,000 $ 66
TOTAL .................................... $4,405
</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, based upon the closing price of the Registrant's common stock
on the Nasdaq SmallCap Market on July 5, 2000.
(2) Represents shares that may be acquired by certain of the selling
securityholders named herein (the "Series B Selling Securityholders")
upon conversion of the Registrant's convertible series B preferred
stock (the "Preferred Stock"), assuming a conversion price of $1.00 per
share.. The number of shares of common stock issuable upon conversion
of the Preferred Stock is determined by using a conversion price equal
to the lower of (i) $4.00 or (ii) 90% of the average of the lowest
price at which a trade is executed on any three trading days during the
twenty-two trading days ending on the trading day ending immediately
prior to the date of conversion. The conversion price per share would
have been $2.03 if the date of conversion was July 6, 2000. 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 Preferred
Stock.
(3) Represents shares issuable upon exercise of warrants (the "Series B
Warrants") issued to the Series B Selling Securityholders in connection
with the issuance and sale of the Preferred Stock. 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 Series A
Warrants.
(4) Represents shares issuable upon exercise of warrants.
(5) Represents shares issued to the shareholders of Dedicated
Transportation Services, Inc. upon the Registrant's purchase of such
company in May 2000.
<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 JULY 11, 2000
6,673,066 SHARES
COMMON STOCK
PROFESSIONAL TRANSPORTATION GROUP LTD., INC.
The selling securityholders named in this prospectus are offering and
selling up to 6,673,066 shares of the common stock of Professional
Transportation Group Ltd., Inc. They may acquire 4,300,000 of those shares upon
conversion of our convertible series B preferred stock and 413,066 shares upon
exercise of warrants. Certain of the selling securityholders currently own
1,960,000 of the shares.
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 July 5, 2000, the closing sales price of our common stock on
The Nasdaq SmallCap Market was $2.50.
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.
________________, 2000
<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-K for the year ended December 31,
1999, as amended.
2. 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.
1950 Spectrum Circle, Suite B-100
Marietta, Georgia 30067
Attention: Chief Financial Officer
Telephone: (678) 264-0400
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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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 five years, we incurred the following net income or losses:
- 1999: net loss of $2.9 million
- 1998: net loss of almost $3.5 million
- 1997: net loss of almost $1.8 million
- 1996: net income of $184,078
- 1995: net loss of $155,200
At the end of December 1999, we had a shareholders' deficit of almost
$418,000. Although much of our recent losses were 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.
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 2000. 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 outstanding options and the
warrants held by the selling securityholders and others, 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.
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.
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WE DEPEND ON A FEW LARGE CUSTOMERS
In 1998 and 1999 and for the three months ended March 31, 2000, our
five largest customers accounted for approximately 52%, 70% and 37%,
respectively, of our revenue. FedEx was our largest customer during these
periods, with 33%, 41% and 26%, respectively, of revenue. Although we have a
signed written agreement with FedEx, 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 agreement with FedEx
terminates in May 2001 and there is no guarantee that this agreement will be
renewed. Our business and finances will be negatively affected if we lose FedEx
as a customer, 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:
- 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
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<PAGE> 7
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.
ONE SHAREHOLDER OWNS A CONTROLLING NUMBER OF SHARES
Logistics Management, L.L.C. beneficially owns 2.5 million shares of
our common stock, or about 26% of the outstanding shares. As a result, Logistics
Management 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 CHIEF EXECUTIVE OFFICER
Dennis A. Bakal, our President and CEO, 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
WE CANNOT GUARANTEE THAT OUR SECURITIES WILL CONTINUE TO MEET THE LISTING AND
MAINTENANCE CRITERIA FOR THE NASDAQ SYSTEM; "PENNY STOCK" REGULATIONS
The Nasdaq SmallCap Market is the market on which our securities are
traded. Continued inclusion on the Nasdaq SmallCap Market currently requires net
tangible assets of $2 million, market capitalization of $35 million or net
income of $500,000 in the most recently completed fiscal year or in two of the
last three most recently completed fiscal years. 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 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 June 29, 2000, there were 9,607,675 shares of our common stock
outstanding. An additional 4,046,168 shares of common stock are issuable upon
the exercise of outstanding options and warrants, including warrants to purchase
413,066 shares of common stock issued to certain of 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 of 1933 or pursuant to Rule 144 under the Securities Act.
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 series A preferred stock), 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.
EFFECT OF ISSUANCE OF COMMON STOCK UPON EXERCISE OF WARRANTS AND OPTIONS
As of June 29, 2000, there were outstanding options and warrants to
purchase 4,046,168 shares of our common stock, including the warrants sold to
certain of the selling securityholders and upon exercise of stock options
granted pursuant to the Company's employee stock option plans.
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
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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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<PAGE> 10
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 the date of this prospectus, 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 BENEFICIALLY COMMON STOCK OFFERED COMMON STOCK BENEFICIALLY
OWNED BEFORE OFFERING (1) IN THE OFFERING(1) OWNED AFTER CLOSING
-------------------------- -------------------- -------------------------
NAME OF SELLING
SECURITYHOLDER NUMBER PERCENT(2) NUMBER NUMBER PERCENT
----------------------------------------- --------- ---------- --------- ------ -------
<S> <C> <C> <C> <C> <C>
AMRO International, S.A. (3) ............ 1,062,016 7.6% 1,062,016 0 --
John P. O'Shea (3) ...................... 318,604 2.3% 318,604 0 --
The Endeavor Capital Fund, S.A. (3) ..... 1,593,024 11.5% 1,593,024 0 --
Celeste Trust Reg. (3) .................. 531,008 3.8% 531,008 0 --
Balmore, S.A. (3) ....................... 690,309 5.0% 690,309 0 --
Talbiya B. Investments Ltd. (3) ......... 106,201 * 106,201 0 --
West Capital Management, Inc. (3) ....... 106,201 * 106,201 0 --
Greenwood Partners, L.P. (4) ............ 146,400 1.1% 146,400 0 --
Mark Kapper ............................. 930,000 6.7% 930,000 0 --
Serra/Martin Living Trust ............... 930,000 6.7% 930,000 0 --
Dominick & Dominick LLC ................. 100,000 * 100,000 0 --
</TABLE>
--------------
* Represents less than 1%
(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 13,907,675 shares of
common stock outstanding, and assumes that all outstanding shares of series B
preferred stock will be converted at a price of $1.00 per share. The actual
conversion price of the series B preferred stock will be the lower of (1) $4.00
or (2) 90% of the market price (as defined) on the date of conversion.
(3) Represents the maximum number of shares into which the series B preferred
stock may be converted, based upon an assumed conversion price of $1.00 per
share. The series B preferred stock is not convertible for any number of shares
of common stock in excess of that number which would (1) render a selling
securityholder at the time of the conversion the beneficial owner of more than
9.9% of the then issued and outstanding shares of common stock or (2) result in
the issuance of an aggregate number of shares of common stock representing more
than 19.9% of the number of shares of common stock issued and outstanding on May
18, 2000, the date upon which the series B
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preferred stock was first issued. The actual conversion price would have been
$2.03 if the conversion date had been July 6, 2000.
(4) Represents shares that may be acquired upon the exercise of warrants under a
Warrant Purchase Agreement dated as of June 6, 2000 at $3.00 per share.
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.
9
<PAGE> 12
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 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.
10
<PAGE> 13
LEGAL MATTERS
The validity of the shares of common stock offered hereby has been
passed upon by Smith, Gambrell & Russell, LLP, Atlanta, Georgia.
EXPERTS
The consolidated financial statements of Professional Transportation Group Ltd.,
Inc. at December 31, 1999 and for the year ended December 31, 1999, appearing in
our Annual Report (on Form 10-K) for the year ended December 31, 1999
incorporated by reference in this registration statement have been audited by
Yohalem, Gillman & Company 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. The consolidated financial statements of Professional Transportation
Group Ltd., Inc. at December 31, 1998 and for the years ended December 31, 1997
and 1998, appearing in our Annual Report (on Form 10-K) for the year ended
December 31, 1999 incorporated by reference in this registration statement 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. Reference is made to said reports which contains an
explanatory paragraph with respect to our ability to continue as a going
concern.
11
<PAGE> 14
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...................................$4,405.00
Listing fees...........................................17,500.00
Legal fees and expenses................................15,000.00
Printing expenses.......................................2,000.00
Accounting fees........................................ 3,500.00
----------
Total........................................$42,405.00
==========
</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.
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.
II - 1
<PAGE> 15
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
EXHIBIT
NO. DESCRIPTION
------- -----------
2.1 Agreement and Plan of Merger dated May 17, 2000 by
and among the Company, DTSI Acquisition, Inc.,
Dedicated Transportation Services, Inc. and the
stockholders of Dedicated (incorporated by reference
to Exhibit 2.1 of the Company's current report on
Form 8-K filed on May 23, 2000 (the "May 2000 8-K"))
3.1 Amendment to Amended and Restated Articles of
Incorporation, including Certificate of Designations
for Series B Preferred Stock (incorporated by
reference to Exhibit 10.1 of the May 2000 8-K)
4.1 Convertible Preferred Stock and Warrants Purchase
Agreement for the purchase and Series B Preferred
Stock (incorporated by reference to Exhibit 10.1 of
the May 2000 8-K)
5.1 Opinion of Smith, Gambrell & Russell, LLP
23.1 Consent of Smith, Gambrell & Russell, LLP (included
in Exhibit 5.1)
23.2 Consent of Yohalem, Gillman & Company LLP
23.3 Consent of Arthur Andersen LLP
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,
II - 2
<PAGE> 16
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 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 Marietta, State of Georgia, on July 7, 2000.
PROFESSIONAL TRANSPORTATION GROUP LTD., INC.
By:
/s/ Dennis A. Bakal
-------------------------------------
Dennis A. Bakal
Chief Executive Officer and President
II - 3
<PAGE> 17
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Dennis A. Bakal or Susan P. Dial as 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 and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and ever act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
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 July 7, 2000
SIGNATURES TITLE
---------- -----
/s/ Dennis A. Bakal Chief Executive Officer, President and Director
----------------------------- (Principal Executive Officer)
Dennis A. Bakal
/s/ Susan P. Dial Chief Financial Officer
----------------------------- (Principal Financial and Accounting Officer)
Susan P. Dial
/s/ Robert E. Altenbach Director
-----------------------------
Robert E. Altenbach
/s/ Gregory G. Hardwick Director
-----------------------------
Gregory G. Hardwick
/s/ W. Anthony Huff Chairman and Director
-----------------------------
W. Anthony Huff
/s/ Danny L. Pixler Director
-----------------------------
Danny L. Pixler
II - 4
<PAGE> 18
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
2.1 Agreement and Plan of Merger dated May 17, 2000 by
and among the Company, DTSI Acquisition, Inc.,
Dedicated Transportation Services, Inc. and the
stockholders of Dedicated (incorporated by reference
to Exhibit 2.1 of the Company's current report on
Form 8-K filed on May 23, 2000 (the "May 2000 8-K"))
3.1 Amendment to Amended and Restated Articles of
Incorporation, including Certificate of Designations
for Series B Preferred Stock (incorporated by
reference to Exhibit 10.1 of the May 2000 8-K)
4.1 Convertible Preferred Stock and Warrants Purchase
Agreement for the purchase and Series B Preferred
Stock (incorporated by reference to Exhibit 10.1 of
the May 2000 8-K)
5.1 Opinion of Smith, Gambrell & Russell, LLP
23.1 Consent of Smith, Gambrell & Russell, LLP (included
in Exhibit 5.1)
23.2 Consent of Yohalem, Gillman & Company LLP
23.3 Consent of Arthur Andersen LLP
II - 5
