================================================================================
As filed with the Securities and Exchange Commission on June 14, 1999
Registration Statement No. 333-74211
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
AMENDMENT No.2
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
AMERICAN QUANTUM CYCLES, INC.
(Name of Small Business Issuer in Its Charter)
------------------------
<TABLE>
<S> <C> <C>
Florida 3751 59-2651232
- ------------------------------- ---------------------------- -------------------
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S.Employer
Incorporation or Organization) Classification Number) Identification No.)
</TABLE>
------------------------
Richard Hagen, President and Chief Executive Officer
American Quantum Cycles Incorporated
731 Washburn Road
Melbourne, Florida 32934
(407) 752-0008
---------------------------------------------------------
(Name, Address and Telephone Number of Agent For Service)
------------------------
731 Washburn Road
Melbourne, Florida 32934
(407) 752-0008
------------------------------------------------------------
(Address and Telephone Number of Principal Executive Offices)
------------------------
Copies of all communications to:
James M. Schneider, Esq. Bert L. Gusrae, Esq.
Robert J. Burnett, Esq. David A. Carter, P.A.
Atlas, Pearlman, Trop & Borkson, P.A. 2300 Glades Road
200 East Las Olas Boulevard, Suite 1900 Suite 210, West Tower
Fort Lauderdale, FL 33301 Boca Raton, FL 33431
Telephone: (954) 763-1200 Telephone: (561) 750-6999
Facsimile No. (954) 766-7800 Facsimile No. (561) 367-0960
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
------------------------
================================================================================
<PAGE>
ITEM 27. EXHIBITS
Exhibits Description of Document
- -------- -----------------------
1.1 Form of Underwriting Agreement (2)
1.2 Form of Selected Dealer Agreement (2)
2.1 Amended and Restated Articles of Incorporation of American
Quantum Cycles, Inc., filed November 21, 1997(1)
2.2 Amended Articles of Incorporation of American Quantum Cycles,
Inc. filed April 6, 1998, creating "Series A 7% Convertible
Preferred Stock"(1)
II-4
<PAGE>
2.3 Amended and Restated Bylaws of American Quantum Cycles, Inc.(1)
2.4 Amended Articles of Incorporation of American Quantum Cycles,
Inc. filed June 3, 1999 (2)
3.2 American Quantum Cycles, Inc. Amended 1997 Stock Option Plan(1)
4.1 Form of Common Stock Certificate (2)
4.2 Warrant Agreement between American Quantum Cycles and Barron
Chase Securities, Inc. (2)
4.3 Form of Warrant Certificate (2)
5.1 Opinion of Atlas, Pearlman, Trop & Borkson, P.A. (2)
10.1 Consulting Agreement between American Quantum Cycles, Inc. and
Greenstone Financial Corporation dated May 9, 1997(1)
10.2 License Agreement between Feuling Advanced Technologies, Inc.
and American Quantum Cycles, Inc. dated as of August 19,
1997(1)
10.3 Agreement between the Company and Ferrex International, Inc.(1)
10.4 Sample Dealer Agreement(1)
10.5 Lease Agreement between American Quantum Cycles and Bruce and
Karen Weiss effective May 1, 1997(1)
10.6 Amendment to Lease Agreement between American Quantum Cycles
and Bruce and Karen Weiss dated January 29, 1998(1)
10.7 Employment Agreement with Richard K. Hagen (2)
10.8 Employment Agreement with Gary W. Irving (2)
10.9 Financial Advisory Agreement between American Quantum Cycles
and Barron Chase Securities, Inc.(2)
10.10 Merger and Acquisition Agreement between American Quantum
Cycles and Barron Chase Securities, Inc.(2)
10.11 Forms of the letter of intent between American Quantum Cycles
and Dealers(2)
10.12 Consulting Agreement with Richard K. Hagen(2)
23.1 Consent of Pricher and Company Certified Public Accountants(3)
23.2 Consent of Atlas, Pearlman, Trop & Borkson, P.A. (contained in
such firm's opinion filed as Exhibit 5.1) (2)
27 Financial Data Schedule
- --------------------------------
(1) Incorporated by reference from American Quantum Cycles Registration
Statement on Form 10-SB filed April 24, 1998 (File No. 000-24083).
(2) Previously filed
(3) Filed herewith
II-5
<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 of this Amendment No. 2 to the Form SB-2 and
authorizes this registration statement to be signed on its behalf by the
undersigned, in the city of Melbourne, State of Florida on June 14, 1999.
AMERICAN QUANTUM CYCLES, INC.
By: /s/ Richard K. Hagen
-------------------------
Richard K. Hagen, President
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
Chairman of the
Board of Directors,
/s/Richard Hagen Principal Executive Officer,
- ------------------------ Principal Financial Officer June 14, 1999
Richard Hagen and President
/s/Jim Cheal Vice President
- ------------------------ and Director June 14, 1999
Jim Cheal
/s/Jeffrey W. Starke Vice President
- ------------------------ and Director June 14, 1999
Jeffrey W. Starke
/s/Gary Irving Executive Vice President, Chief
- ------------------------ Operating Officer and Director June 14, 1999
Gary Irving
/s/Linda Condon Principal Accounting Officer
- ------------------------ and Treasurer June 14, 1999
Linda Condon
</TABLE>
II-7
<PAGE>
EXHIBIT LIST
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
23.1 Consent of Pricher and Company Certified Public Accountants
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the use in this Registration Statement on Form SB-2 of our
report dated September 21, 1998, relating to the financial statements of
American Quantum Cycles, Inc. We also consent to the reference to our firm under
the caption "Experts" in the Prospectus.
Pricher and Company
Orlando, Florida
June 14, 1999
