As filed with the Securities and Exchange Commission on May 26, 1998
Registration No. 333-33019
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM SB-2/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ROYAL ALOHA DEVELOPMENT COMPANY
(Exact name of small business issuer in its charter)
Nevada 6552 86-0858827
(State or other (Primary Standard (I.R.S. Employer
--------------- ----------------- ----------------
jurisdiction of Industrial Classification Identification No.)
incorporation or Code Number)
organization)
ROYAL ALOHA DEVELOPMENT COMPANY
1505 Dillingham Blvd., Suite 212
Honolulu, Hawaii 96817
(808) 848-0322
(888) 847-8801
(Address and telephone number of principal executive offices)
360 East Desert Inn Road
Las Vegas, Nevada 89109
(Address of principal place of business or intended principal
place of business.)
JACK R. CORTEWAY, PRESIDENT AND CEO
ROYAL ALOHA DEVELOPMENT COMPANY
1505 Dillingham Blvd. Suite 212
Honolulu, Hawaii 96817
(808) 847-8050
(800) 367-5212
(Name, address and telephone number of agent for service)
Copies of communications to:
HARRY E. McCOY II, ESQ.
C. PARKINSON LLOYD, ESQ.
Ballard Spahr Andrews & Ingersoll
201 South Main Street, Suite 1200
Salt Lake City, UT 84111
Approximate date of commencement of proposed sale to the public: As soon as
possible after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Title of Proposed
Each Class Dollar Maximum Proposed
of Securities Amount Offering Maximum Amount of
to be to be Price Per Aggregate Registration
Registered Registered Note (1) Offering Price Fee(1)
- ---------- ---------- -------- -------------- ------------
13% Eight $9,200,000 100% $9,200,000 $2,714
Year Deferred
Interest
Subordinated
Notes
<PAGE>
(1) The Company already paid $2,576 with the original filing, based on the
proposed offering amount of $8,500,000. In light of the increase to
$9,200,000, the Company has wire transferred the remaining $138.
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 Section 8(a), may
determine.
<PAGE>
SIGNATURES
In accordance with 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 SB-2 and authorized this
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Honolulu, State of
Hawaii, on May 26, 1998.
ROYAL ALOHA DEVELOPMENT COMPANY
By: /s/ Jack R. Corteway
-------------------------------------
Jack R. Corteway
President and Chief Executive Officer
In accordance with the requirements of the Securities Act of
1933, this amendment to the registration statement has been signed by the
following persons in the capacities and on the date stated.
Signature Title Date
- --------- ----- ----
/s/ Jack R. Corteway
- --------------------------- President, Chief Executive May 26, 1998
Jack R. Corteway Officer, Treasurer and
Director (Principal
Executive Officer)
*
- --------------------------- Vice President, Controller ______, 1998
Stephen C. W. Lin and Secretary (Principal
Financial Officer and
Principal Accounting
Officer)
*
- --------------------------- Director ______, 1998
Bernard J. McKenna
*
- --------------------------- Director ______, 1998
Theodore A. Rohde
*By: /s/ Jack R. Corteway
-----------------------
Jack R. Corteway
Attorney-in-Fact
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated April 6, 1998, in the Registration Statement (Form SB-2
No. 333-33019) and related Prospectus of Royal Aloha Development Company for the
registration of $9,200,000 of its 13% Eight Year Deferred Interest Subordinated
Notes.
/s/ Ernst & Young LLP
Ernst & Young LLP
Honolulu, Hawaii
May 22, 1998
