<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 4, 1998
REGISTRATION NO. 333-38059
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE PRIMA GROUP INTERNATIONAL, INC.
(Exact Name Of Registrant As Specified In Its Charter)
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<S> <C> <C>
DELAWARE 3541 56-2042959
(State or other jurisdiction (Standard Industrial (IRS Employer
of incorporation or organization) Classification Code Identification No.)
Number)
</TABLE>
447 S. SHARON AMITY ROAD, SUITE 250
CHARLOTTE, NC 28211
(704) 366-0393
(Address, Telephone No. of principal executive offices)
JAMES R. CURRIER, SR.
447 S. SHARON AMITY ROAD, SUITE 250
CHARLOTTE, NC 28211
(704) 366-0393
(Name, Address and Telephone No. of Agent for Service)
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COPIES TO:
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<S> <C>
C. RICHARD RAYBURN, JR., ESQ. KEVIN A. CUDNEY, ESQ.
W. SCOTT COOPER, ESQ. JONATHAN P. FREEDMAN, ESQ.
RAYBURN, MOON & SMITH, P.A. DORSEY & WHITNEY LLP
227 W. TRADE ST., SUITE 1200 REPUBLIC PLAZA BLDG., SUITE 4400
CHARLOTTE, NC 28202 370 SEVENTEENTH STREET
(704) 334-0891 DENVER, CO 80202-5644
(303) 629-3400
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement
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 number of the earlier effective
registration statement for the same offering. [ ]
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 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. [ ]
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. [ ]
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C>
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING
BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE
<S> <C> <C> <C>
Common Stock,
par value $0.01 per share... 2,300,000 shares $11.00 $25,300,000
<CAPTION>
TITLE OF EACH CLASS AMOUNT OF
OF SECURITIES TO REGISTRATION
BE REGISTERED FEE PAID (3)
<S> <C>
Common Stock,
par value $0.01 per share... $7,938.45
</TABLE>
(1) Includes 300,000 shares which the Underwriters have the option to purchase
to cover over-allotments, if any.
(2) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457.
(3) The Registrant paid $7,938.45 with prior filings of the Registration
Statement.
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 SAID SECTION 8(A),
MAY DETERMINE.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Company in connection
with the sale of Common Stock being registered. All amounts are estimates except
the registration fee and the NASD filing fee.
<TABLE>
<CAPTION>
AMOUNT
TO BE PAID
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<S> <C>
Registration Fee....................................................................... $ 7,938.45
NASD Filing Fee........................................................................ 3,639.50
Nasdaq National Market Listing fee..................................................... 60,000.00
Printing............................................................................... 80,000.00
Legal Fees and Expenses................................................................ 225,000.00
Accounting Fees and Expenses........................................................... 225,000.00
Blue Sky Fees and Expenses............................................................. -0-
Transfer Agent Fees.................................................................... 5,500.00
Miscellaneous.......................................................................... 192,922.05
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Total............................................................................. $800,000.00
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</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the Delaware General Corporation Law, the Registrant
has broad powers to indemnify its Directors and Officers against liabilities
that they may incur in such capacities (plus reimbursement for expenses
incurred) including liabilities under the Securities Act of 1933, as amended
(the "Securities Act").
The Registrant's Certificate of Incorporation and Bylaws include provisions
to (i) eliminate the personal liability of its directors for monetary damages
resulting from breaches of their fiduciary duty to the extent permitted by
Section 102(b)(7) of the General Corporation Law of Delaware (the "Delaware
Law") and (ii) require the Registrant to indemnify its Directors and officers to
the fullest extent permitted by Section 145 of the Delaware Law, including
circumstances in which indemnification is otherwise discretionary. Pursuant to
Section 145 of the Delaware Law, a corporation generally has the power to
indemnify its present and former directors, officers, employees and agents
against expenses incurred by them in connection with any suit to which they are
or are threatened to be made, a party by reason of their serving in such
positions so long as they acted in good faith and in a manner they reasonably
believed to be in or not opposed to, the best interests of the corporation and
with respect to any criminal action, they had no reasonable cause to believe
their conduct was unlawful. The Registrant believes that these provisions are
necessary to attract and retain qualified persons as Directors and officers.
These provisions do not eliminate the Directors' duty of care, and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware Law. In addition,
each Director will continue to be subject to liability for breach of the
Director's duty of loyalty to the Registrant, for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
acts or omissions that the Director believes to be contrary to the best
interests of the Registrant or its stockholders, for any transaction from which
the Director derived an improper personal benefit, for acts or omissions
involving a reckless disregard for the Director's duty to the Registrant or its
stockholders when the Director was aware or should have been aware of a risk of
serious injury to the Registrant or its stockholders, for acts or omissions that
constitute an unexcused pattern of inattention that amounts to an abdication of
the Director's duty to the Registrant or its stockholder, for improper
transactions between the Director and the Registrant and for improper
distributions to stockholders and loans to Directors and officers. The provision
also does not affect a Director's responsibilities under any other law, such as
the federal securities law or state or federal environmental laws.
The Registrant has entered into indemnity agreements with each of its
Directors and executive officers that require the Registrant to indemnify such
persons against expenses, judgments, fines, settlements and other amounts
incurred (including expenses of a derivative action) in connection with any
proceeding, whether actual or threatened, to which any such person may be made a
party by reason of the fact that such person is or was a Director or an
executive officer of the Registrant or any of its affiliated enterprises,
provided that such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Registrant and, with respect to any criminal proceeding, had no reasonable cause
to believe his conduct was unlawful. The indemnification agreements also set
forth certain procedures that will apply in the event of a claim for
indemnification thereunder. The Registrant has entered into similar indemnity
agreements with certain of its key employees.
II-1
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At present, there is no pending litigation or proceeding involving a
Director or officer of the Registrant as to which indemnification is being
sought nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or Director.
The Registrant has an insurance policy covering the officers and Directors
of the Registrant with respect to certain liabilities, including liabilities
arising under the Securities Act or otherwise.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
On July 29, 1997, the Registrant issued 150,000 shares to Mr. James R.
Currier, Sr. and 150,000 shares to Mr. Giovanni Ciamaroni for a total
consideration of $3,000. The sales of the above securities were deemed to be
exempt from registration under the Securities Act in reliance on Section 4(2) of
the Securities Act, or Regulation D promulgated thereunder. The recipients of
securities in each such transaction represented their intention to acquire the
securities for investment only and not with a view to or for sale in connection
with any distribution thereof and appropriate legends were attached to the share
certificates issued in such transactions. All recipients had adequate access to
information about the Registrant. Mr. James R. Currier, Sr. and Mr. Giovanni
Ciamaroni have each delivered to the Registrant 149,850 shares (an aggregate of
299,700 shares) for cancellation and they did not receive consideration for the
cancellation.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
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EXHIBIT NO. DESCRIPTION
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<C> <S>
1.1 Form of Underwriting Agreement+
3.1 Certificate of Incorporation of Registrant+
3.2 Bylaws of Registrant+
5.1 Opinion of Rayburn, Moon & Smith, P.A.+
10.1 Form of Indemnification Agreement with Directors and Officers+
10.2 Employment agreement with James R. Currier, Sr.+
10.3 Employment agreement with Gianfranco Carbonato+
10.4 Employment agreement with Giovanni Ciamaroni+
10.5 Employment agreement with Michael H. Gilbert+
10.6 1997 Stock Incentive Plan+
10.7 Cooperative Manufacturing and Selling Agreement dated July 15, 1997 between Strippit, Inc. and Prima
Industrie S.p.A.+
10.8 Supply Agreement dated April 29, 1996, between Atlas Copco Airpower NV and Prima Electronics S.p.A.+
10.9 Selling and Manufacturing License Agreement dated July 11, 1997 by and between Prima Industrie S.p.A. and
Beijing Machinery and Electricity Institute.+
10.10 Form of Revolving Credit and Security Agreement.+
10.11 Amended Agreement for Co-Development of Laser-on-Line Products and Technology by and among The PRIMA Group
International, Inc., Prima Industrie S.p.A. and Prima Electronics S.p.A.+
10.12 Form of Promissory Note and Security Agreement between the Registrant and James R. Currier, Sr.
A second agreement in substantially the same form will be made between the Registrant and Giovanni
Ciamaroni.+
23.1 Independent Auditors' Consent
23.2 Consent of Counsel (included in Exhibit 5.1)+
23.3 Rule 438 Consent -- Michael A. Almond+
23.4 Rule 438 Consent -- W. Edwin McMahan+
24.1 Powers of Attorney+
27 Financial Data Schedule+
</TABLE>
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+ Previously supplied
(B) FINANCIAL STATEMENT SCHEDULES
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements or notes thereto.
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ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification by the Registrant for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referenced in Item 14 of
this Registration Statement or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of Prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(4) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, The PRIMA Group International, Inc., a corporation organized and
existing under the laws of the State of Delaware, has duly caused this
Pre-Effective Amendment No. 4 to the Registration Statement on Form S-1 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Charlotte, State of North Carolina, on this 4th day of May, 1998.
THE PRIMA GROUP INTERNATIONAL, INC.
By: /s/________________________________
JAMES R. CURRIER, SR.
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.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ ______________________________________________ President, Chief Executive, and Director May 4, 1998
JAMES R. CURRIER, SR. (Principal Executive Officer)
/s/ ______________________________________________ Vice President Finance and Administration, May 4, 1998
MICHAEL H. GILBERT Secretary and Treasurer (Principal Financial
and Accounting Officer)
/s/ ______________________________________________ Executive Vice President, Chief Operating May 4, 1998
GIANFRANCO CARBONATO Officer and Director
/s/ ______________________________________________ Vice President Sales and Marketing and Director May 4, 1998
GIOVANNI CIAMARONI
/s/ ______________________________________________ Chairman of the Board of Directors May 4, 1998
GIAN MARIO ROSIGNOLO
/s/ ______________________________________________ Director May 4, 1998
MARIO MAURI
/s/ ______________________________________________ Director May 4, 1998
HANS WERTHEN
/s/ ______________________________________________ Director May 4, 1998
PIO PELLEGRINI
</TABLE>
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EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the use in the Registration Statement and Prospectus of The
PRIMA Group International, Inc. of our report dated March 25, 1998 (except for
Note 4 as to which the date is April 23, 1998), accompanying the financial
statements of The PRIMA Group International, Inc. and our report dated March 16,
1998 (except for Note 15 as to which the date is April 23, 1998), accompanying
the consolidated financial statements of Prima Industrie S.p.A. contained in
such Registration Statement, and to the use of our name and the statements with
respect to us, as appearing under the headings "Experts" and "Selected Financial
Data" in the Prospectus.
HEIN + ASSOCIATES LLP
Denver, Colorado
April 27, 1998
