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Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
______________________
U.S.A. FLORAL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 5193 52-2030697
(State or other jurisdiction of (Primary standard industrial (I.R.S. Employer Identification No.)
incorporation or organization) classification code number)
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3500 Whitehaven Parkway
Washington, D.C. 20007
(202) 333-0800
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
______________________
Robert J. Poirier
President, Chairman and CEO
U.S.A. Floral Products, Inc.
3500 Whitehaven Parkway
Washington, D.C. 20007
(202) 333-0800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
______________________
Copies to:
David A. Gerson, Esq. Jeffrey Small, Esq.
Morgan, Lewis & Bockius LLP Davis Polk & Wardwell
One Oxford Centre 450 Lexington Avenue
Thirty-Second Floor New York, New York 10017
Pittsburgh, Pennsylvania 15219 (212) 450-4000
(412) 560-3300
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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. [X] 333-33131
---------
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,
check the following box. [_]
______________________
CALCULATION OF REGISTRATION FEE
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Title of each class of Amount Proposed maximum Proposed maximum Amount of
securities to be registered to be offering price aggregate registration
registered(1) per share (2) offering price(2) fee
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Common stock, par value $.001 per share 460,000 Shares $13.00 $5,980,000 $1,820 (3)
- ------------------------------------------------------------------------------------------------------------------
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(1) Includes 60,000 shares that may be issued upon the exercise of an over-
allotment option.
(2) Estimated solely for the purpose of calculating the registration fee; based
on a bona fide estimate of the maximum offering price of the securities
being registered in accordance with Rule 457(a).
(3) Previously paid.
______________________
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-1 (File No. 333-33131) filed by U.S.A. Floral Products, Inc. (the
"Company") with the Securities and Exchange Commission on August 7, 1997, as
amended by Amendment No. 1 dated September 18, 1997 and Amendment No. 2 dated
October 6, 1997, which was declared effective on October 9, 1997, are
incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
EXHIBITS
All exhibits filed with or incorporated by reference in Registration Statement
No. 333-33131 are incorporated by reference into, and shall be deemed a part of,
this Registration Statement, except the following which are filed herewith or
specifically incorporated by reference herein.
Exhibit
Number Description
- ------ -----------
5.01 Opinion of Morgan, Lewis & Bockius LLP
23.01 Consent of Price Waterhouse LLP
23.02 Consent of Madsen, Sapp, Mena, Rodriguez & Co., P.A.
23.03 Consent of Morgan, Lewis & Bockius LLP (included in
opinion filed as Exhibit 5.01)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on October 9, 1997.
U.S.A. Floral Products, Inc.
By: /s/ Robert J. Poirier
_____________________________
Robert J. Poirier
Chairman of the Board, President and
Chief Executive Officer
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 Capacity Date
- ----------------------- ---------------------------------- ---------------
Chairman of the Board, President October 9, 1997
/s/ Robert J. Poirier and Chief Executive Officer and a
- ----------------------- Director (Principal Executive
Robert J. Poirier Officer)
/s/ Raymond C. Anderson Chief Financial Officer (Principal October 9, 1997
- ----------------------- Financial and Accounting Officer)
Raymond C. Anderson
/s/ Jonathan J. Ledecky Director October 9, 1997
- -----------------------
Jonathan J. Ledecky
/s/ John A. Quelch Director October 9, 1997
- -----------------------
John A. Quelch
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
5.01 Opinion of Morgan, Lewis & Bockius LLP
23.01 Consent of Price Waterhouse LLP
23.02 Consent of Madsen, Sapp, Mena, Rodriguez & Co., P.A.
23.03 Consent of Morgan, Lewis & Bockius LLP (included in
opinion filed as Exhibit 5.01)
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EXHIBIT 5.01
One Oxford Centre MORGAN, LEWIS
Thirty-Second Floor & BOCKIUS LLP
Pittsburgh, PA 15219-6401 COUNSELORS AT LAW
412-560-3300
Fax: 412-560-3399
October 9, 1997
U.S.A. Floral Products, Inc.
3500 Whitehaven Parkway
Washington, D.C. 20007
Re: Registration Statement on Form S-1
File No. 333-33131
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to U.S.A Floral Products, Inc., a Delaware corporation
(the "Company"), in connection with the Registration Statement on Form S-1,
(the "Registration Statement"), filed by the Company with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, which is
being filed pursuant to Rule 462(b) under the Securities Act. The Registration
Statement relates to an aggregate of 460,000 shares (the "Company Shares") of
the Company's Common Stock, par value $.001 per share ("Common Stock"), to be
sold by the Company to the underwriters for whom Morgan Stanley & Co.
Incorporated, BancAmerica Robertson Stephens and Smith Barney Inc. are acting
as representatives (the "Underwriters"), of which up to 60,000 shares are shares
of Common Stock which the Underwriters will have an option to purchase from the
Company solely for the purpose of covering over-allotments.
We are familiar with the Registration Statement. We have reviewed the Company's
Certificate of Incorporation and Bylaws, each as amended to date. We have also
examined such other public and corporate documents, certificates, instruments
and corporate records, and such questions of law, as we have deemed necessary
for purposes of expressing an opinion on the matters hereinafter set forth. In
all examinations of documents, instruments and other papers, we have assumed the
genuineness of all signatures on original and certified documents and the
conformity to
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U.S.A. Floral Products, Inc.
October 9, 1997
Page 2
original and certified documents of all copies submitted to us as conformed,
photostatic or other copies.
On the basis of the foregoing, we are of the opinion that the Company Shares,
when issued and sold in accordance with the plan of distribution set forth in
the Registration Statement, will be validly issued, fully paid and non-
assessable.
We consent to the filing of this opinion as Exhibit 5.01 to the Registration
Statement and to the use of our name in the Prospectus forming a part thereof
under the caption "Legal Matters."
Yours truly,
/s/ MORGAN, LEWIS & BOCKIUS LLP
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Exhibit 23.01
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our reports relating to the respective
financial statements which appear in such Prospectus.
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Financial Statements Date
-------------------- ----
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USA Floral Products, Inc. July 30, 1997
The Roy Houff Company June 25, 1997
CFX, Inc. June 20, 1997
Bay State Florist Supply, Inc. June 27, 1997
Flowtrad Corporation, N.V. d/b/a
Flower Trading Corporation August 1, 1997
United Wholesale Florists, Inc. and
United Wholesale Florists of
America, Inc. July 15, 1997
American Florist Supply, Inc. July 11, 1997
Monterey Bay Bouquet, Inc.
and Bay Area Bouquet, Inc. June 20, 1997
Alpine Gem Flower Shippers, Inc. June 20, 1997
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We also consent to the reference to us under the heading "Experts".
PRICE WATERHOUSE LLP
October 9, 1997
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EXHIBIT 23.02
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated March 8, 1996, relating
to the financial statements of CFX, Inc., which appear in such Prospectus. We
also consent to the references to us under the headings "Experts" and "Selected
Financial Data" in such Prospectus. However, it should be noted that Madsen,
Snapp, Mena, Rodriguez & Co., P.A. has not prepared or certified such "Selected
Financial Data."
/s/ Madsen, Sapp, Mena, Rodriguez & Co., P.A
Madsen, Sapp, Mena, Rodriguez & Co., P.A
Plantation, Florida
October 9, 1997
