As filed with the Securities and Exchange Commission on May 28, 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>
ITEM 27(a). Index of Exhibits
Exhibit Number
1 Underwriting Agreement between Royal Aloha Development Company and
First Financial Equity Corporation, dated March 20, 1998.*
1.1 Amendment to Placement Agreement between Royal Aloha Development
Company and First Financial Equity Corporation, dated March 28, 1998.
3.1 Articles of Incorporation of Royal Aloha Development Company, filed
February 27, 1997.*
3.2 Bylaws of Royal Aloha Development Company adopted by the Board of
Directors on March 5, 1997.*
4 Form of Indenture, dated __________, between Royal Aloha Development
Company and First Trust of New York, N.A., as Trustee, including Form
of Note.*
5 Opinion of Ballard Spahr Andrews & Ingersoll.*
10.1 Escrow Agreement, dated April 1, 1998 between Royal Aloha Development
Company and U.S. Bank Trust National Association, as Escrow Agent.*
10.4 Operating Agreement between Royal Aloha Vacation Club and Royal Aloha
Development Company.*
10.5 Tax Sharing Agreement between Royal Aloha Vacation Club and Royal Aloha
Development Company.*
10.6 Interval International, Inc. Preliminary Qualification letter dated
July 30, 1997.*
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of Ballard Spahr Andrews & Ingersoll (included in its opinion
filed as Exhibit 5).*
23.3 Consent of Donald R. Beach.*
24 Power of Attorney (included on signature pages to this Registration
Statement).*
27 Financial Data Schedule.*
99 Appraisal of Property by Donald R. Beach, C.A.E.S.P.A.*
- ------------------
* Previously filed.
<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
AMENDMENT TO PLACEMENT AGREEMENT BETWEEN
ROYAL ALOHA DEVELOPMENT COMPANY AND
FIRST FINANCIAL EQUITY CORPORATION
THIS AMENDMENT (the "Amendment"), made and entered into this 28th day
of May, 1998, amends that certain Placement Agreement (the "Placement
Agreement") by and between Royal Aloha Development Company (the "Company") and
First Financial Equity Corporation (the "Placement Agent"), entered into as of
March 20, 1998.
R E C I T A L S
WHEREAS, the parties have entered into the Placement Agreement where by
the Placement Agent is to act as the Company's Agent to offer for sale for the
Company's account (the "Offering") up to $9,200,000 of Subordinated Notes of the
Company (the "Notes") in Arizona and Texas; and
WHEREAS, the National Association of Securities Dealers (the "NASD")
has reviewed the Placement Agreement and has requested that the parties modify
certain terms of the Placement Agreement.
NOW, THEREFORE, in consideration of the premises, the parties hereby
agree to amend the Placement Agreement as follows:
1. Paragraph 2.3 of the Placement Agreement is amended to read as
follows:
2.3 All funds collected by Placement Agent
from prospective purchasers of the Notes must be deposited in
an escrow account maintained by U.S. Bank Trust National
Association, as escrow agent. Subscribers checks will be made
payable to U.S Bank Trust National Association. The Placement
Agent shall transmit such checks directly to the escrow agent
by noon of the next business day after receipt. The commission
payable by the Company to the Placement Agent will be paid out
of the escrow account immediately after Closing. If Closing
does not occur by the end of the Offering Period, amounts
deposited in the escrow account will be returned to investors,
and the Company will reimburse the Placement Agent only for
its actual accountable out-of- pocket expenses, pursuant to
NASD rules. Payment of the commission and delivery of and
payment for the Notes shall take place at the office of Lewis
and Roca, Phoenix, Arizona (or at any other place designated
by agreement between Placement Agent and the Company) at such
time and date as Placement Agent and the Company may agree
<PAGE>
upon in writing. Such time and date of payment and deliver
(the "Closing Date") shall be not later than 270 days after
the Commencement Date.
2. A new Paragraph, numbered 3.4, shall be inserted immediately
following paragraph 3.3, and reads as follows:
3.4 Placement Agreement agrees that it will not
sell an aggregate amount of Notes in excess of $2,500,000 in
Texas without prior written notification to the Company.
3. This Amendment may be signed in counterparts by the respective
parties.
IN WITNESS WHEREOF, the parties have signed this Amendment as of the
date first written above.
ROYAL ALOHA DEVELOPMENT COMPANY
By: /s/ Jack R. Corteway
----------------------------
Jack R. Corteway, President
FIRST FINANCIAL EQUITY CORPORATION
By: /s/ James Barrons
-----------------------------
James Barrons
Its: Principal
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