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As filed with the Securities and Exchange Commission on September 4, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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COMPASS PLASTICS & TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Delaware 2821 95-4611994
(State or other jurisdiction of (Primary standard industrial (I.R.S. employer identification no.)
incorporation or organization) classification code number)
</TABLE>
15730 South Figueroa Street
Gardena, California 90248
telephone: (213) 770-8771; facsimile: (310) 523-9859
(Address and telephone number of principal executive offices
and principal place of business)
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MICHAEL A. GIBBS
President
Compass Plastics & Technologies, Inc.
15730 South Figueroa Street
Gardena, California 90248
telephone: (213) 770-8771; facsimile: (310) 523-9859
(Name, address and telephone number of agent for service)
------------------------------
Copies to:
STEPHEN A. WEISS, ESQ. SCOTT W. ALDERTON, ESQ.
SPENCER G. FELDMAN, ESQ. LINDA GIUNTA MICHAELSON, ESQ.
Greenberg, Traurig, Hoffman, Troop Meisinger Steuber & Pasich, LLP
Lipoff, Rosen & Quentel 10940 Wilshire Boulevard
153 East 53rd Street Los Angeles, California 90024
New York, New York 10022 telephone: (310) 824-7000
telephone: (212) 801-9200 facsimile: (310) 443-8569
facsimile: (212) 223-7161
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
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, check the following box. |_|
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. |X| 333-28741
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. |x|
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Each Class of Offering Aggregate Amount of
Securities to be Registered Amount to be Price Offering Registration
Registered(1) Per Share (2) Price(2) Fee
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<S> <C> <C> <C> <C> <C>
Common Stock, $.0001 par value........ 364,167 $8.00 $2,913,336 $882.83
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Representatives' Warrants to
Purchase Common Stock................. 31,667 -- -- (3)
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Common Stock underlying the
Representatives' Warrants (4)......... 31,667 $12.40 $ 392,670.80 $118.99
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Total................................. $3,306,006.80 $1,001.82
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(1)Includes 47,500 shares which the Underwriters have the option to purchase to cover over-allotments, if any.
(2)Estimated solely for the purpose of computing the registration fee pursuant to Rule 457.
(3)No fee required pursuant to 457(g) under the Securities Act.
(4)Pursuant to Rule 416 under the Securities Act, this Registration Statement also covers such additional shares
as may become issuable as a result of the anti-dilution provisions contained in the Representatives' Warrants.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Incorporation by Reference of Registration Statement on Form S-1 File No.
333-28741
Compass Plastics & Technologies, Inc. (the "Company") hereby
incorporates by reference into this Registration Statement on Form S-1 in its
entirety the Registration Statement on Form S-1 (File No. 333-28741) declared
effective on September 3, 1997 by the Securities and Exchange Commission (the
"Commission"), including each of the documents filed by the Company with the
Commission and incorporated or deemed to be incorporated by reference therein.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
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<CAPTION>
Exhibit No. Description
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<S> <C>
5.1 Opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel.
23.1 Consent of Marcum & Kliegman LLP, independent auditors.
23.2 Consent of Block, Plant, Eisner, Fiorito & Belak-Berger, independent accountants.
23.3 Consent of Greenberg Traurig Hoffman Lipoff Rosen & Quentel (filed as part of Exhibit 5.1).
24.1* Power of Attorney.
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*Incorporated by reference to the Company's Registration Statement on Form S-1,
File No. 333-28741.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on the 3rd day of September 1997.
COMPASS PLASTICS & TECHNOLOGIES, INC.
By:/s/ Michael A. Gibbs
-------------------------------------
Michael A. Gibbs
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Geoffrey J.F. Gorman* Chairman of the Board and Director September 3, 1997
- -------------------------------
Geoffrey J.F. Gorman
/s/ Michael A. Gibbs President and Director (Principal Executive Officer) September 3, 1997
- -------------------------------
Michael A. Gibbs
/s/Paul J. Iacono* Vice President-Finance (Principal Financial or September 3, 1997
- ------------------------------- Accounting Officer)
Paul J. Iacono
/s/ Christopher H.B. Mills* Director September 3, 1997
- -------------------------------
Christopher H.B. Mills
/s/ Jay M. Swanson* Director September 3, 1997
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Jay M. Swanson
*By: /s/ Michael A. Gibbs
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Michael A. Gibbs
Attorney-in-Fact
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II-2
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
5.1 Opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel.
23.1 Consent of Marcum & Kliegman LLP, independent auditors.
23.2 Consent of Block, Plant, Eisner, Fiorito & Belak-Berger, independent accountants.
23.3 Consent of Greenberg Traurig Hoffman Lipoff Rosen & Quentel (filed as part of Exhibit 5.1).
24.1* Power of Attorney.
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* Incorporated by reference to the Company's Registration Statement on form S-1,
File No. 333-28741.
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EXHIBIT 5.1
[Letterhead of Greenberg Traurig Hoffman Lipoff Rosen & Quentel]
September 3, 1997
Compass Plastics & Technologies, Inc.
15730 South Figueroa Street
Gardena, California 90248
Dear Sirs:
We are acting as counsel to Compass Plastics & Technologies,
Inc., a Delaware corporation (the "Company"), in connection with the
Registration Statement on Form S-1, filed on September 4, 1997 (the "Abbreviated
Registration Statement"), under the Securities Act of 1933, as amended (the
"Act"), for the registration of 395,834 shares (the "Shares") of the Company's
common stock, par value $.0001 per share. The Abbreviated Registration Statement
relates to the same class of securities registered pursuant to the Company's
Registration Statement on Form S-1 (File No. 333-28741) (the "Initial
Registration Statement") declared effective at 4:00 p.m. on September 3, 1997 by
the Securities and Exchange Commission (the "Commission").
We have examined the originals, or certified, conformed or
reproduction copies, of all such records, agreements, instruments and documents
as we have deemed relevant or necessary as the basis for the opinion hereinafter
expressed. In all such examinations, we have assumed the genuineness of all
signatures on original or certified copies and the conformity to original or
certified copies of all copies submitted to us as conformed or reproduction
copies. As to various questions of fact relevant to such opinion, we have relied
upon, and assumed the accuracy of, certificates and oral or written statements
and other information of or from public officials, officers or representatives
of the Company, and others.
Based upon the foregoing, we are of the opinion that the
Shares, when issued and delivered in accordance with the terms of the
Underwriting Agreement filed as Exhibit 1.1 to the Initial Registration
Statement, will be validly issued, fully paid and non-assessable.
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We hereby consent to the filing of this opinion as an exhibit
to the Abbreviated Registration Statement and to the reference to this firm
under the caption "Legal Matters" in the Prospectus forming a part of the
Initial Registration Statement. In giving this consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
Board of Directors
Compass Plastics & Technologies, Inc.
(formerly AB Plastics Holding Corporation)
We consent to the incorporation by reference in this Registration Statement on
Form S-1 of Compass Plastics & Technologies, Inc. (formerly AB Plastics Holding
Corporation) of our report dated December 31, 1996 (except for Note 12, as to
which the date is July 18, 1997) with respect to the consolidated financial
statements as of October 27, 1996 and for the forty-eight weeks ended September
27, 1996 ("Predecessor") and for the four weeks ended October 27, 1996
("Company"), appearing in Registration Statement No. 333-28741 on Form S-1 of
Compass Plastics & Technologies, Inc.
/s/ Marcum & Kliegman LLP
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Marcum & Kliegman LLP
Woodbury, New York
September 3, 1997
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
Board of Directors
AB Plastics Corporation
Gardena, California
We consent to the incorporation by reference in this Registration Statement on
Form S-1 of our report dated June 19, 1997, relating to the balance sheet of AB
Plastics Corporation (an S Corporation) as of October 29, 1995 and the related
statements of operations, shareholders' equity and cash flows for the fifty-two
weeks ended October 29, 1995 and October 30, 1994, appearing in Registration
Statement No. 333-28741 on Form S-1 of Compass Plastics & Technologies, Inc.
/s/ Block, Plant, Eisner, Fiorito & Belak-Berger
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BLOCK, PLANT, EISNER, FIORITO & BELAK-BERGER
Encino, California
September 3, 1997
