As filed with the Securities and Exchange Commission on October 15, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
under the
SECURITIES ACT OF 1933
WESTOWER CORPORATION
(Name of small business issuer in its charter)
Washington 1623 91-1825860
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization)Classification Code Number) Identification Number)
Westower Corporation
7001 NE 40th Avenue
Vancouver, Washington 98661
(360) 750-9355
(Address and telephone number of principal
executive offices and principal place of business)
Calvin J. Payne
Westower Corporation
7001 NE 40th Avenue
Vancouver, Washington 98661
(360) 750-9355
(Name, address and telephone number of agent for service)
Copies of all communications to:
Thomas W. Hughes, Esq.
Maurice J. Bates, Esq. Lisa N. Tyson, Esq.
Maurice J. Bates L.L.C. Winstead Sechrest & Minick P.C.
8214 Westchester Drive, Suite 500 1201 Elm Street, Suite 5400
Dallas, Texas 75225 Dallas, Texas 75201
(214) 692-3566 (214) 745-5201
(214) 987-2091 FAX (214) 745-5390 FAX
Approximate date of proposed sale to public: As soon as practicable
after the Registration Statement becomes effective.
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)333-32963
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. ( )
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 the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Title of Each Class of Amount to be Offering Price Aggregate Amount of
Securities to be Registered Registered Per Unit(1) Offering Price Registration Fee
Units (2) ............. 230,000 $ 7.50 1,725,000 $ 522.73
Common Stock, par
Value, $.01 ........... 230,000 (3) (3) (3)
Redeemable Common
Stock Purchase
Warrants 230,000 (3) (3) (3)
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee. (2)
Includes 30,000 Units subject to the Underwriter's over-allotment option. (3)
Included in the Units. No additional fee is required.
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form SB-2 is being filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended. The contents of the
Registration Statement on Form SB-2 ( Commission File No. 333-32963) filed by
Westower Corporation (the "Company") with the Securities and Exchange Commission
(the "Commission") on August 6, 1997, as amended by Amendment No. 1 to
Registration Statement on Form SB-2 filed by the Company with the Commission on
September 18, 1997, and Amendment No. 2 to Registration Statement on Form SB-2
filed by the Company with the Commission on October 8, 1997 which was declared
effective October 14, 1997, are incorporated herein by reference.
<PAGE>
Exhibits
Exhibit No. Item
Exhibit 1.1 Form of Underwriting Agreement (1)
Exhibit 5.1 Opinion of Maurice J. Bates LLC (2)
Exhibit 23.1 Consent of Moss Adams, LLP Certified Public Accountants.(2)
Exhibit 23.2 Consent of Maurice J. Bates LLC. is contained in his opinion
to be filed as Exhibit 5.1 to this registration statement.
- ----------
(1)Incorporated by reference to Registration Statement 333-32963.
(2)Filed herewith.
<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 authorizes this Amendment No. 2
to the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Vancouver, State of Washington on
October 15, 1997.
Westower Corporation.
By:/s/ Calvin J. Payne
Calvin J. Payne, Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Calvin J. Payne, S. Roy
Jeffrey, and Peter Lucas, and each for them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (until revoked in writing), to sign any and all further amendments to
this Registration Statement (including post-effective amendments), and to file
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person thereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or their substitutes may
lawfully do or cause to be done by virtue hereof.
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.
Signature Title Date
/s/ Calvin J. Payne
Calvin J. Payne Chairman of the Board and October 15, 1997
Chief Executive Officer
(Principal Executive Officer)
/s/ S. Roy Jeffrey
S. Roy Jeffrey Director October 15, 1997
/s/ Walter Friesen
Walter Friesen Director October 15, 1997
/s/ Peter Lucas
Peter Lucas Chief Financial Officer October 15, 1997
(Principal Financial
and Accounting Officer)
MAURICE J. BATES, L.L.C.
ATTORNEY AT LAW
8214 WESTCHESTER SUITE, 500
DALLAS , TEXAS 75225
Telephone (214) 692-3566
Fax (214) 987-2091
October 15 , 1997
Westower Corporation
7001 NE 40th Avenue
Vancouver, Washington 98661
Re: Registration Statement on Form SB-2
Offering of 200,000 Units by the Company
Gentlemen:
I have acted as counsel for Westower Corporation, a Washington
corporation (the "Company"), in connection with the registration and sale under
the Securities Act of 1933, as amended, (the "Securities Act"), of 200,000 units
(the "Units"), each Unit consisting of one share (the "Shares") of common stock,
$.01 par value, (the "Common Stock") and one Redeemable Common Stock Purchase
Warrant (the "Warrants") to purchase one share of Common Stock of the Company
(plus the underwriters' over-allotment option of 30,000 Units) to be offered to
the public by the Company and certain Selling Shareholders. The Units are being
registered pursuant to that certain Registration Statement on Form SB-2, filed
pursuant to Rule 462(b) promulgated under the Securities Act, and are being sold
to the Underwriters (as defined below) pursuant to the terms of that certain
Underwriting Agreement (the "Underwriting Agreement") to be entered into between
the Company, the Selling Shareholders and Tejas Securities Group, Inc, as
representative of the several underwriters named therein (collectively, the
"Underwriters"). The Shares included in the Units subject to the Underwriters'
over-allotment option will be purchased from the Selling Shareholders and the
Warrants included in such Units will be issued by the Company.
In connection with rendering this opinion, I have examined executed
copies of the Registration Statement and all exhibits thereto and such
documents, records and matters of law as I deemed necessary or appropriate for
purposes of the opinion expressed herein.
Based upon the foregoing, I am of the opinion that the Units, the
Shares, the Warrants and the shares of Common Stock issuable upon the exercise
of the Warrants, to be issued by the Company as described in the Registration
Statement have been duly authorized for issuance and sale of the Units, the
Shares, the Warrants and the shares of Common Stock issuable upon exercise of
the Warrants, when issued by the Company against payment of the consideration
therefor pursuant to the terms of the Underwriting Agreement, will be legally
issued, fully paid and nonassessable.
My opinion is limited to the Corporation Law of the State of Washington
and the federal law of the United States and I assume no responsibility as to
the applicability thereto, or the effect thereon, of the laws of any other
jurisdiction.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to my firm under the heading "Legal
Matters" in the Prospectus contained therein. In giving my consent, I do not
thereby admit that I am in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
securities and Exchange Commission.
Very truly yours,
Maurice J. Bates, L.L.C.
/s/ Maurice J. Bates
By Maurice J. Bates
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Stockholders
Westower Holdings Ltd. and Subsidiaries
We consent to the use in this Registration Statement of Westower Corporation of
our report dated July 21, 1997, appearing in the Prospectus, which is a part of
such Registration Statement, and to the reference to us under the headings
"Experts" in such Prospectus.
MOSS ADAMS LLP
Bellingham, Washington
October 15, 1997
