As filed with the Securities and Exchange Commission on July 3, 1997
Registration No. 333-29985
Securities and Exchange Commission
Washington, D.C. 20549
Form SB-2/A
Amendment No. 1
Registration Statement under the Securities Act of 1933
PREMIUM CIGARS INTERNATIONAL, LTD.
(Exact name of registrant as specified in its charter)
Arizona 2121 86-0846405
(State or jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
Premium Cigars International, Ltd. Steven A. Lambrecht, CEO
15651 North 83rd Way, Suite 3 15651 North 83rd Way, Suite 3
Scottsdale, Arizona 85260 Scottsdale, Arizona 85260
(602) 922-8887 (602) 922-8887
(Address, including zip code, and telephone (Name, address, and telephone
number, including, area code, of number of agent for service)
registrant's principal executive office)
Copies to:
Charles R. Berry, Esq. Christian J. Hoffmann, III, Esq.
Michael F. Patterson, Esq. Streich Lang, P.A.
Titus, Brueckner & Berry, P.C. One Renaissance Square
7373 North Scottsdale Road, Suite B-252 Two North Central Avenue
Scottsdale Centre Phoenix, Arizona 85004-2391
Scottsdale, Arizona 85253 (602) 229-5200
(602) 483-9600
Approximate date of proposed sale to the public: As soon as practical on or
after the effective date of this Registration Statement. If any securities being
registered on this Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act, 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. [ ]
<PAGE>
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. [ ]
Registration fee paid with initial filing on June 25, 1997.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
[INSIDE FRONT COVER]
[picture of typical PCI plexiglass humidor with magazine rack and magazine
typically sold from rack as used in convenience stores]
[caption:] Typical PCI plexiglass humidor with magazine rack used in convenience
stores.
[lit cigar in background (no caption)]
[copy at bottom of page (white on black):]
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS OF THIS INITIAL PUBLIC
OFFERING MAY EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF
THE SHARES AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZATION, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
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<PAGE>
[INSIDE FRONT COVER FOLD OUT]
[pictures of five-SKU and three-SKU hand-crafted wood humidors with magazine
racks and typical cigar-related magazines sold from racks]
[caption:] Typical PCI five-SKU and three-SKU wood humidors with magazine racks
and magazines.
[picture of clerk with on-counter humidor in convenience store]
[caption:] Typical location of PCI humidor and magazine rack in convenience
store.
[picture of 7-Eleven(TM) advertisement currently appearing in Cigar
Aficionado(TM) magazine featuring PCI cigar]
[caption:] Advertisement currently appearing in Cigar Aficionado(TM) magazine
featuring PCI cigar.
[PCI logo (no caption)]
[picture of lit cigar in background (no caption)]
[flat reproduction of five PCI-designed cigar bands]
[caption:] PCI-designed cigar bands.
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<PAGE>
[INSIDE BACK COVER]
[picture of race car driver Arie Luyendyk in Indy 500 winner's circle with
helmet bearing PCI logo]
[cation:] Arie Luyendyk, PCI spokesperson, winner of 1997 Indy 500 in winner's
circle with PCI logo on helmet.
[picture of Luyendyk's helmet with PCI logo (no caption)]
[picture of Luyendyk driving Indy 500 race car (no caption)]
[PCI logo (no caption)]
[background picture of lit cigar (no caption)]
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<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this amended registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Scottsdale, State of Arizona on this the 1st day of July, 1997.
PREMIUM CIGARS INTERNATIONAL, LTD.
By: /s/ Steven A. Lambrecht
-------------------------------------
Steven A. Lambrecht
President and Chief Executive Officer
By: /s/ Greg P. Lambrecht
-------------------------------------
Greg P. Lambrecht
Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amended registration statement has been signed by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated. Each
person whose signature appears below hereby authorizes Steven A. Lambrecht, Greg
P. Lambrecht, David A. Hodges or any of them acting in the absence of the
others, 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.
Date Signature Title
July 1, 1997 /s/ William L. Anthony Chairman of the Board
----------------------------
William L. Anthony
July 1, 1997 /s/ Steven A. Lambrecht Director
----------------------------
Steven A. Lambrecht
July 1, 1997 /s/ Colin A. Jones Director
-------------------------------
Colin A. Jones
July 1, 1997 /s/ David S. Hodges Director
-----------------------------
David S. Hodges
July 1, 1997 /s/ Karissa B. Nisted Chief Financial Officer
------------------------------
Karissa B. Nisted
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