As filed with the Securities and Exchange Commission on January ___, 1998
Registration No. 333-39629
U.S. Securities and Exchange Commission
Washington, D.C.
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FORM SB-2/A2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OMNI DOORS, INC.
(Exact name of small business registrant as specified in its charter)
Florida 3442 59-2549529
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
in corporation or organization) Classification Code Number) Identification No.)
16910 Dallas Parkway, Suite 100, Dallas, Texas 75248, (972) 248-1922.
(Address and telephone number of principal executive offices)
Kevin B. Halter, 16910 Dallas Parkway, Suite 100, Dallas, TX 75248 (972)248-1922
( Name, address and telephone number of agent for service)
Copies to:
Richard Braucher, Esq.
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
(972) 248-1922
Approximate date 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 statement 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 statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. [ ]
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CALCULATION OF REGISTRATION FEE
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Title of each class of Amount to be Proposed maximum offering Proposed maximum Registration Fee
securities to be registered registered (1) price per share (1) aggregate offering price (1)
COMMON STOCK 570,000 shares $0.10 $57,000 $1778
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Note: (1) Estimated solely for the purpose of calculating the registration fee.
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.
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PRELIMINARY PROSPECTUS
OMNI DOORS, INC.
570,000 SHARES OF COMMON STOCK (NO PAR VALUE)
This Prospectus is being furnished by Millennia, Inc. a Delaware corporation
whose stock is listed on the American Stock Exchange, (the "Parent") in
connection with the distribution as a stock dividend (the "Distribution") of
570,000 shares of the common stock of Omni Doors, Inc. (the "Company") to the
Parent's shareholders who are shareholders of record on February 10, 1998 (the
"Record Date"). Based on the fact that there are currently 2,275,635 shares of
common stock of the Parent issued and outstanding, each shareholder of the
Parent will receive one share of the Common Stock for every four shares of
Millennia Inc. owned on the Record Date. The Distribution will result in
approximately 5% of the issued and outstanding Common Stock of the Company being
distributed to holders of the Parent's common stock on a prorata basis. Neither
the Company nor Millennia, Inc. will receive any proceeds from the Distribution.
There is no current public market for the Common Stock. The Company believes
that the Common Stock will be traded on the over-the-counter market maintained
by members of the National Association of Securities Dealers, Inc. (the "OTC
Bulletin Board") some time after this Registration Statement is declared
effective.
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AN INVESTMENT IN THE SECURITIES OFFERED HEREBY IS SPECULATIVE AND INVOLVES A
HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING AT PAGE 4 FOR A DISCUSSION OF
CERTAIN FACTORS WHICH SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN
THE COMMON STOCK.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Price to Public (1) Proceeds to the Company(2).
Per Share ............... $ 0.10 None
Total ................... $57,000 None
(1) Estimated in accordance with Rule 457.
(2) All expenses (estimated to be $10,000) associated with this offering will be
paid by the Company.
The date of this Prospectus is February___, 1998.
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CAUTION REGARDING FORWARD-LOOKING INFORMATION
This prospectus contains certain forward-looking statements and information
relating to the Company that are based on the beliefs of the Company or
management as well as assumptions made by and information currently available to
the Company or management. When used in this document, the words "anticipate,"
"believe," "estimate," "expect, " and "intend" and similar expressions, as they
relate to the Company or its management, are intended to identify
forward-looking statements. Such statements reflect the current view of the
Company regarding future events and are subject to certain risks, uncertainties
and assumptions, including the risks and uncertainties noted. Should one or more
of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may vary materially from those
described herein as anticipated, believed, estimated, expected or intended. In
each instance, forward-looking information should be considered in light of the
accompanying meaningful cautionary statements herein.
PROSPECTUS SUMMARY
The following is a summary of certain information contained elsewhere in this
Prospectus. Reference is made to, and this summary is qualified in its entirety
by, the more detailed information contained elsewhere in this Prospectus, which
should be read in its entirety.
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Distributing Company Millennia, Inc. (the "Parent"), a Delaware corporation whose
stock is listed on the American Stock Exchange, is a
diversified management company engaged, through its
subsidiaries and/or investee companies, in the assembly and
distribution of industrial metal doors, investing in
ownership interests in oil and natural gas properties, and
as an originator and distributor of home video tape
programs. The business purpose of the Distribution is to
give the Parent's stockholders shares in the Company which,
over time, may grow in value. The Distribution should also
enhance the value of the Common Stock which the Parent
retains.
Distributed Company Omni Doors, Inc. (the "Company") is a Florida corporation
which is a wholly-owned subsidiary of the Parent. The
Company is a distributor of commercial industrial metal
doors and frames in the South Florida area. The Company
offers its products and services to building contractors
constructing projects such as hotels and motels, self
storage facilities and other construction projects requiring
industrial doors. See "Business."
Shares to be Distributed 570,000 shares of the Company's Common Stock. No fractional
shares will be distributed. The shares to be distributed
constitute approximately 5% of the issued and outstanding
shares of Common Stock of the Company.
Distribution Ratio Each shareholder of the Parent will receive one share of the
Common Stock of the Company for every four shares of the
Parent's common stock held on the Record Date. This ratio
was selected to achieve the Parent's goal of distributing
approximately 5% of its ownership position in the Company to
its shareholders as a dividend. The Distribution may benefit
the Company by allowing it, as a public company, in the
future to obtain financing from third parties and to use the
Company's stock as a payment vehicle for business
acquisitions and growth opportunities as they present
themselves. There are no plans for such expansion at this
time.
Fractional Share Interests No fraction of a share of Common Stock will be issued as a
result of the Distribution. All fractional shares which
would otherwise be issuable as a result of the Distribution
will be rounded up to the nearest whole share and the
shareholder will be issued one full share in lieu thereof.
See "The Distribution -- Manner of Effecting the
Distribution."
Trading Market OTC Bulletin Board (Registrant will apply after this
Registration Statement is effective.)
Distribution Agent, Record Date Securities Transfer Corporation, Dallas, Texas. The
and Mailing Date Distribution Agent will mail certificates as soon as
possible after the effective date of this Registration
Statement. The record date for the Distribution is February
10, 1998
Tax Consequences Shareholders of the Parent will be considered to have
received a taxable distribution equal to the market value of
the Company's shares received. See "The Distribution --
Federal Income Tax Consequences of the Distribution.
Risk Factors See "Risk Factors"
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THE COMPANY
Omni Doors, Inc., a Florida corporation (the "Company"), is still a small
business although it started operating in 1985. The Company's business is to
assemble and distribute industrial doors and frames in the South Florida region.
It offers its products and services primarily to commercial builders and
contractors in that area. The Company's principal sales office and warehouse
facility is located in Pembroke Park, Florida and its administrative office is
located at 16910 Dallas Parkway, Suite 100, Dallas, Texas 75248 and its
telephone number is (972) 248-1922.
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING RISK
FACTORS SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS IN EVALUATING THE COMPANY
AND ITS BUSINESS BEFORE PURCHASING THE COMMON STOCK.
LACK OF PROFITABILITY
Although the Company has been in business since 1985 it had a net loss from
operations through September 30, 1997 of more than $5,200. The Company had
positive working capital of $161,840 and shareholder's equity of $175,993 at the
same date. From the Company's inception, the Parent has advanced $172,463 to the
Company for working capital. In 1996 the Parent agreed to convert these advances
payable to contributed capital; if it had not done so the Company's working
capital would have been a negative number and shareholder's equity would have
been nominal (less than $4,000).
The Company's operations are still subject to all of the risks inherent in the
establishment of a new business enterprise, including the lack of a profitable
operating history and the inability to obtain capital from non-related parties.
The likelihood of success of the Company must be considered in light of the
problems, expenses, difficulties, complications and delays frequently
encountered in connection with establishment of a new business. There can be no
assurance that future operations of the Company will be profitable. Future
revenues and profits, if any, will depend upon numerous factors, many of which
are beyond the control of the Company's management including general economic
conditions and the cyclical nature of the construction industry.
ECONOMIC AND INDUSTRY CONDITIONS - GEOGRAPHIC CONCENTRATION
Demand for the Company's services is likely to be affected by general economic
conditions in South Florida, where virtually all of the Company's current
customers are located. The demand for its products and services is likely to
remain dependent on the continuing growth and expansion of the construction
industry in that area. This industry is influenced significantly by economic
conditions, including the behavior and confidence of contractors and real estate
investors, new construction starts, interest rates and the availability of
credit. The Company anticipates that its sales and operating results may
fluctuate significantly from time to time as a result of these factors. See
"Business."
HIGHLY COMPETITIVE INDUSTRY AND GOVERNMENT REGULATION
The industry in which the Company operates is highly competitive and includes a
large number of distributors of its product. Certain of the Company's
competitors have greater sales volume and greater financial resources than the
Company. Competition occurs in the areas of style, quality, functionality,
service, design and price. Competition could adversely affect the Company's
operating results by forcing it to reduce its sale prices, offer enhanced credit
arrangements including longer payment terms, increase customer discounts or
provide enhanced services not now offered. No assurance can be given that the
Company will be able to compete successfully. The Company's operations are
affected, at least in Dade County, Florida, by building codes which set forth
standards which must be attained with reference to the quality of materials, in
this case the garage doors, which can be used in original and replacement
construction. The products which the Company sells meets those building code
standards.
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CONFLICTS OF INTEREST; CONTROL BY PARENT
Because the directors of the Company are also directors of the Parent there is
the possibility in the future that the interests of the Company and the Parent
might not be the same, or that a proposed transaction might involve both the
Parent and the Company but on opposite sides of that transaction, for example,
if the Parent were to loan funds to the Company. In any such event, the
Directors of the Company, acting in that capacity, will have to make their
decision as to the best course for the Company based on such objective
information as may be available to them so that, to the fullest extent possible,
the resulting transaction will represent an arms length negotiation between the
parties and the terms which the Company accepts will be no less favorable than
those which they could obtain if the transaction involved an unrelated third
party rather than a party which is under common control. While the Directors of
the Company do not have any formal policies with regard to this situation, they
are aware of their fiduciary duties and will follow appropriate principles to
insure that any such conflicts are resolved as outlined herein.
The Company, after the distribution of the stock dividend contemplated herein,
will be owned 95% by the Parent. Accordingly, the Parent will continue to
determine the composition of the Company's Board of Directors and thereby
control the policies and affairs of the Company. The Distribution will not
change or diminish the Parent's control of the Company. This fact may affect the
Company's future growth and development, as well as the marketability and price
of its stock.
PENNY STOCK REGULATIONS - RESTRICTIONS ON MARKETABILITY
The Securities and Exchange Commission ( the "Commission") has adopted
regulations which generally define "penny stock" to be any equity security that
has a market price (as defined) less than $5.00 per share or an exercise price
of less than $5.00 per share, subject to certain exceptions. The Company's
securities are covered by the penny stock rules, which impose additional sales
practice requirements on broker-dealers who sell such securities to persons
other than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse). For transactions covered by the rule, the broker-dealers
must make a special suitability determination for the purchaser and receive the
purchaser's written agreement of the transaction prior to the sale.
Consequently, the rule may affect the ability of broker-dealers to sell the
Company's securities in the secondary market. Accordingly, market makers may be
less inclined to participate in marketing the Company's Common Stock, which may
have an adverse impact on the liquidity of the Common Stock.
LACK OF PRIOR PUBLIC MARKET; POSSIBLE VOLATILITY OF STOCK PRICE
Prior to the Distribution, there has been no public market for the Company's
stock. There can be no assurance that an active public market will develop or be
sustained for the Common Stock. The Company expects that it will meet the OTC's
requirements for listing on the Bulletin Board because it will meet the OTC's
three criteria currently in force, namely, it will be a public corporation, it
will have audited financial statements, and it will be a reporting company to
the SEC. Thus, the Company believes that there will be no problem in obtaining
the OTC's approval for listing the Common Stock on the Bulletin Board. The
Company believes that such factors as investor perceptions of the Company,
quarterly variations in the Company's financial results, announcements regarding
operations of the Company and developments affecting the Company, its market or
products and services could cause significant fluctuations in the market price
of the Common Stock. In addition, the stock market in general has recently
experienced price and volume fluctuations which appear to be unrelated to the
operating performance of individual companies. Broad market fluctuations may
adversely affect the market price of the Common Stock.
FLUCTUATIONS IN PRICES OF RAW MATERIALS AND SUPPLIES
The Company is dependent upon Republic Builders Products ("Republic") for a
large part of its products (although it is not the exclusive distributor for
Republic in the South Florida area) and, therefore, is subject to any
fluctuations in the prices of its raw materials and supplies which Republic may
cause. Republic is not affiliated with the Company in any manner and the Company
has no control over this risk factor. No assurances can be given that prices for
these raw materials and supplies will not increase significantly in the future,
which could diminish the Company's profit margin. If the economy improves,
demand for raw materials may increase, which could adversely affect the prices
charged to the Company.
SHARES ELIGIBLE FOR FUTURE SALE AS A RESULT OF THIS DISTRIBUTION
The shares of Common Stock owned by the parent are deemed "restricted
securities" under the Securities Act of 1933, as amended, and in the future may
be sold under Rule 144 which provides, in essence, that a person holding
restricted securities for a period of at least one
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year may sell every three months, in brokerage transactions and/or market maker
transactions, an amount equal to the greater of :(a) one percent (1%) of the
Company's issued and outstanding Common Stock; or (b) the average weekly
trading volume of the Common Stock during the four calendar weeks prior to such
sale.
Prior to this distribution the shares covered by this distribution were not for
sale. Upon the effectiveness of this Registration Statement all 570,000 shares
will be freely tradeable. No prediction can be made as to the effect, if any,
that sales of Common Stock or the availability of such shares for sale will have
on the market price. Nevertheless, the possibility that substantial amounts of
Common Stock may be sold in the public market may adversely affect prevailing
market prices for the Common Stock.
COMPANY'S LACK OF ANY NET LOSS CARRYFORWARDS
Because the Company is a component of the consolidated tax returns of its
Parent, it has no separate net operating loss carryforwards available to offset
future taxable income. In the event that the Company becomes ineligible to be
included in the consolidated tax returns of its Parent, the Company may have to
pay federal income taxes on virtually all of its future taxable income, if any,
without reduction for the losses which may have occurred prior to that time.
ANTI-TAKEOVER PROVISIONS
The Company's Articles of Incorporation authorizes the issuance of 25,000,000
shares of Common Stock. After the completion of the Distribution, there will be
11,400,000 shares of Common Stock issued and outstanding. The Company's Board of
Directors has the legal authority to issue the remaining unissued authorized
shares, without shareholder approval, for any purpose deemed to be in the best
interest of the Company. This authority could impede any merger, consolidation,
takeover or other business combination involving the Company or discourage a
potential acquirer from making a tender offer or otherwise attempting to acquire
control of the Company. Shares could be issued to deter or delay a takeover or
other change of control of the Company. See "Description of Common Stock."
PLAN OF DISTRIBUTION
Reasons for the Distribution
The Board of Directors of Millennia, Inc. has determined that it is in the best
interest of that company and its shareholders to make the Distribution in the
manner described herein. The Parent is a diversified management company engaged,
through its subsidiaries, in various unrelated businesses. The Distribution will
result in the Company being a separate publicly held company. The Parent's Board
of Directors believes that the Distribution will allow investors to better
evaluate the Company and its future prospects independently, enhancing the
likelihood that it will achieve appropriate market recognition regarding its own
performance and potential. The Parent's Board of Directors also believes that,
by distributing the Common Stock of the Company to the Parent's shareholders,
the potential for increasing the long-term value of each shareholder's
investment in the Parent will be enhanced. In addition, the Company may expand
its business through acquisitions of existing businesses (although at the
present time none are specifically contemplated) and the Boards of Directors of
the Parent and the Company believe that having a public market for the Common
Stock will allow the Company to more readily make such acquisitions in the
future by structuring them as stock transactions.
Manner of Effecting the Distribution
The Parent will effect the Distribution on the Record Date by delivering shares
of the Company's Common Stock to Securities Transfer Corporation as the
distribution agent (the "Distribution Agent") for distribution to holders of
record of the Parent's common stock on the Record Date. The distribution will be
made on the basis of one share of the Common Stock for every four shares of the
Parent's common stock owned on the Record Date, based on the fact there are
currently 2,275.635 shares of the Parent's common stock issued and outstanding.
This ratio was selected in order to achieve the Parent's goal of distributing
approximately 5% of its ownership position in the Company to the Parent's
shareholders as a dividend. All such shares of the Common Stock will be fully
paid and nonassessable and the holders thereof will not be entitled to
preemptive rights. See "Description of Common Stock".
The Distribution Agent will begin to mail certificates representing shares of
Common Stock, registered in the name of each shareholder(s) of record on the
Record Date, which are being distributed to the Parent's shareholders about ten
days after the effective date of this Registration Statement.
No certificates or scrip representing fractional shares of Common Stock will be
issued as part of the Distribution. All fractional shares will
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be rounded up to the nearest whole share and the stockholder who would otherwise
be entitled to a fraction of a share will be issued one full share in lieu
thereof.
No holder of the Parent's common stock will be required to submit any
documentation to the Distribution Agent or to pay any cash or other
consideration for the shares of Common Stock received in the Distribution or to
surrender or exchange any shares of the Parent's common stock in order to
receive shares of the Common Stock. The distribution will not affect the number
of, or rights attaching to, outstanding shares of the Parent's common stock.
Listing and Trading of the Common Stock
The Company expects that the Common Stock will be traded on the OTC Bulletin
Board. shortly after this Registration Statement is declared effective. The
Company will take steps to accomplish this as soon as this Registration
Statement becomes effective. Shares of Common Stock distributed to the Parent's
shareholders will be freely transferable, except for share received by persons
who may be deemed to be "affiliates" of the Company under the Securities Act.
Persons who may be deemed to be affiliates of the Company after the Distribution
include individuals or entities that control, are controlled by or under common
control with the Company, and may include directors and principal executive
officers of the Company, as well as any stockholder owning 5% or more of the
total stock issued and outstanding. Persons who are affiliates of the Company
will be permitted to sell their shares of Common Stock only pursuant to an
effective registration statement under the Securities Act or an exemption from
the registration requirements of the Securities Act which is applicable to them.
In addition to the four individuals listed as directors and executive management
of the Company (see "Management"), Halter Capital Corporation and Digital
Communications Technology Corporation are affiliates of the Company. Halter
Capital Corporation currently owns approximately 14% of the stock of Millennia,
Inc. and Digital Communications Technology Corporation currently owns
approximately 33% of the stock of Millennia, Inc. After the Distribution the
Company is expected to have approximately 1500 shareholders.
Federal Income Tax Consequences of the Distribution
Millennia, Inc. has received the opinion of Richard Braucher, Esq., counsel to
the Company and the Parent, regarding the federal income tax consequences of the
Distribution under the Internal Revenue Code, as amended (the "Code"). The
opinion generally provides as follows:
(i) Each shareholder of the Parent will be considered to have received a taxable
distribution in an amount equal to the fair market value on the Record Date of
the Common Stock received. Such a taxable distribution would be taxed as a
dividend received with respect to the shares of common stock of the Parent then
owned by the shareholder.
(ii) A shareholder's basis in the Common Stock received in the Distribution will
be equal to the fair market value of the Common Stock on the Record Date and the
shareholder's holding period for the Common Stock will begin on the Record Date.
The stockholder's basis in the common stock of the Parent will not be affected
by the Distribution.
(iii) Millennia, Inc. will recognize gain, but not loss, in an amount equal to
the difference between the fair market value of the Common Stock distributed and
its basis in that stock.
THE SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES SET FORTH ABOVE IS FOR GENERAL
INFORMATION ONLY AND MAY NOT BE APPLICABLE TO STOCKHOLDERS WHO ARE NOT CITIZENS
OR RESIDENTS OF THE UNITED STATES OF AMERICA OR WHO ARE OTHERWISE SUBJECT TO
SPECIAL TREATMENT UNDER THE CODE. ALL STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX
ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE DISTRIBUTION TO THEM,
INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND FOREIGN TAXES.
Similar Distribution of Affiliate's Stock to the Same Shareholders
The Company's Parent, Millennia, Inc., has proposed a similar distribution of
another subsidiary's stock as a dividend to its shareholders. Millennia
Entertainment, Inc. (an affiliate of the Company because both are owned by the
same corporation), a Delaware corporation all of whose issued and outstanding
shares of stock are owned by Millennia, Inc., has filed a registration statement
with the Commission describing the Parent's proposed dividend to its
shareholders of one share of the common stock of Millennia Entertainment, Inc.
for each four shares of Millennia, Inc. owned by the Parent's shareholders on
the Record Date. It is anticipated that both distributions will be accomplished
simultaneously but neither is conditioned on the other and they could occur
independently of one another.
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DESCRIPTION OF COMMON STOCK
The Company's Articles of Incorporation authorizes the issuance of 25,000,000
shares of the Common Stock, with no par value. Holders of Common Stock are
entitled to one vote for each share owned on each matter submitted to a vote of
the shareholders. After the closing of this Offering, there will be issued and
outstanding 11,400,000 shares of Common Stock. The Company's Board of Directors
has the legal authority to issue the remaining unissued authorized shares,
without shareholder approval, for any purpose deemed to be in the best interest
of the Company. Shares could be issued to deter or delay a takeover or other
change of control of the Company.
All outstanding shares of Common Stock of record are fully paid, validly issued
and nonassessable and the holders of Common Stock have no preemptive rights to
subscribe for or to purchase any additional securities issued by the Company.
Upon liquidation, dissolution or winding up of the Company, the holders of
Common Stock are entitled to share ratably in the distribution of assets after
payment of debts and expenses. There are no conversion, sinking fund or
redemption provisions, or any restrictions on alienability with respect to the
Common Stock.
The holders of the Common Stock are entitled to receive dividends, when and if
declared by the Board of Directors, out of funds legally available therefor. See
"Dividend Policy,"
Dividend Policy
The Company has never paid or declared any cash dividend on its Common Stock and
does not intend to pay cash dividends on its Common Stock in the foreseeable
future. The Company presently expects to retain its earnings, if any, to finance
the development and expansion of its business. The payment by the Company of
dividends, if any, on its Common Stock in the future is subject to the
discretion of the Board of Directors and will depend on the Company's earnings,
financial condition, capital requirements and other relevant factors.
Use of Proceeds
The Company will not receive any proceeds from the issuance and distribution of
the shares of Common Stock covered by this Prospectus.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion and analysis should be read in conjunction with the
Company's financial statements and the notes associated with them as contained
elsewhere in this document. This discussion should not be construed to imply
that the results discussed herein will necessarily continue into the future or
that any conclusion reached herein will necessarily be indicative of actual
operating results in the future. Such discussion represents only the best
present assessment of management of the Company.
Caution Regarding Forward-Looking Information
This Registration Statement contains certain forward-looking statements and
information relating to the Company that are based on the beliefs of the Company
or its management as well as assumptions made by and information currently
available to the Company or its management. When used in this document, the
words "anticipate", "believe", "estimate", "expect" and "intend" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the current view of
the Company regarding future events and are subject to certain risks,
uncertainties and assumptions, including the risks and uncertainties noted.
Should one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may vary materially from
those described herein as anticipated, believed, estimated, expected or
intended. In each instance, the forward-looking information should be considered
in light of the accompanying meaningful cautionary statements herein.
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General Background
Omni Doors, Inc. (the Company) was incorporated in July 1985 under the laws of
the State of Florida. The Company is a distributor and assembler of industrial
doors and frames in the South Florida region of the United States. Effective
October 1, 1997, in anticipation of filing a Form SB-2 Registration Statement
under the Securities Act of 1933, the Company effected a 114,000 for 1 forward
stock split. This action increased the issued and outstanding shares of Common
Stock from 100 to 11,400,000 as of the effective date.
The Company's sales levels generally follow the commercial construction market
and activity level in the South Florida region. Therefore, its operations are
subject to economic and other influences affecting the southeastern portion of
the United States. Management does not anticipate any significant changes in the
Company's future sales volume for 1998. Additionally, the Company's activities
historically have not been, and in the near term are not expected to be,
materially affected by inflation or changing prices in general.
Period ended September 30, 1997 compared to period ended September 30, 1996
Net sales decreased by approximately $2,000 to approximately $128,000 for the
three months ended September 30, 1997 as compared to approximately $130,000 for
the comparable period ended September 30, 1996. The minor decline represents the
natural fluctuations and competitive nature of the construction industry in
South Florida. Additionally, due to pricing pressures from both the Company's
supplier and customers, the Company experienced increased cost of sales of
approximately $9,000 from approximately $97,000 for the three months ended
September 30, 1996 to approximately $106,000 for the same period ended September
30, 1997. These monetary pressures, and the related increased cost of sales,
caused an approximate 8.3 percentage point change in the Company's gross margin
from approximately 25.6% in the first fiscal quarter of 1996 compared to
approximately 17.3% for the first fiscal quarter of 1997.
Due to management's monitoring, operating expenses declined by approximately
$8,700 to approximately $27,300 for the first fiscal quarter of 1997 as compared
to approximately $36,000 for the first fiscal quarter of 1996. The Company
experienced a net loss of approximately $5,200 for the period ended September
30, 1997 as compared to a net loss of approximately $2,900 for the same period
in 1996. This increase in the net loss between comparable periods is related to
various cost, customer demand and construction volume pressures experienced in
the South Florida region.
The Company is of the opinion that it maintains a quality reputation for both
product and service within its South Florida operating region and that its
prospects for future business remain favorable. While the economic and pricing
pressures and/or fluctuations are not unexpected nor unusual, management
constantly monitors its costs, sales volume and the construction activity within
the Company's operating region to mitigate these losses.
Capital Resources
The Company does not currently have any material commitments for capital
expenditures and does not anticipate any in the foreseeable future.
Liquidity
The Company currently meets its operating requirements through daily operations
and its parent company has affirmed its intent to fund any cash and/or working
capital deficiencies should they occur. Management also is of the opinion that
either future bank financing or equity placements may be available to provide
liquidity in future periods. However, there is no assurance that such financing
or equity placements will be available at amounts or rates favorable to the
Company.
Acquisitions
There are no plans, arrangements, commitments or understandings for the Company
to acquire or be acquired by any other company or business at this time.
9
<PAGE>
Fiscal Year ended June 30, 1997 compared to Fiscal Year ended June 30, 1996
Results of Operations
Net sales approximated $536,000 for the fiscal year ended June 30,1997 as
compared to approximately $468,000 for the fiscal year ended June 30, 1996. In
September of 1996, a Metropolitan Dade County Product Control Notice of
Acceptance was received which permitted the Company to sell an approved exterior
door in Dade County, Florida. Because of stringent new building codes enacted in
Dade County, Florida after Hurricane Andrew, certain building materials are
required to be approved by county officials before they can be utilized. The
acceptance of one of the Company's products allowed sales of this product within
Dade County, Florida and, along with the overall strong commercial building
climate in the South Florida area, led to the approximately 15% increase in
sales.
This Company generated an operating loss of approximately $760 for the fiscal
year ended June 30, 1997. During Fiscal 1997 the Company was able to obtain a
slight increase in average sales prices relative to any cost increases which led
to a reduction in the cost of goods sold as a percentage of sales from 80.3% to
79.6% for the years ended June 30, 1996 and 1997, respectively. Selling and
general and administrative expenses as a percentage of sales for the Company
were relatively consistent with the prior year.
Other Comments
The Company's sales levels generally follow trends in the commercial
construction market and the activity level for new construction in the South
Florida region. Therefore, the Company's operations are subject to economic
conditions and other influences affecting the southeastern part of the United
States. The Company's marketing efforts are directed to general contractors in
the South Florida region who might desire to avail themselves of the Company's
services. Additionally, the Company's activities historically have not been,
and in the near term are not expected to be, materially affected by inflation or
changing prices in general.
Year 2000 Concerns
The Company's manufacturing process is not reliant upon or contingent upon any
software or other equipment which is dependent on "system dating". Further, the
Company utilizes readily available personal computer commercial software for its
accounting and financial reporting processes. It is anticipated that the cost of
conversion to updated versions of the commercial accounting software will be
nominal and have no significant impact on the operations of the Company.
BUSINESS
Omni Doors, Inc. was incorporated in the State of Florida in 1985 as a
wholly-owned subsidiary of Millennia, Inc., a publicly owned corporation whose
stock is listed on the American Stock Exchange. The Company is still a small
business which has not grown rapidly in sales volume and has not yet achieved a
record of profitable operations. The Company's business is the assembly and
distribution of industrial doors and frames in the South Florida region. It
offers its products and services to building contractors who construct projects
such as hotels and motels, self storage facilities and various other
construction projects which require industrial doors. Once assembled, the doors
are either delivered to the construction site or picked up by the contractor at
the Company's warehouse in Pembroke Park, Florida.
Customers. None of the Company's customers (approximately 30 in number) accounts
for over 10% of the Company's total sales. However, two customers (whose total
purchases were less than 10% of the Company's annual sales) were responsible for
approximately 39% of the Company's accounts receivable at June 30,1997.
Subsequently these two customers paid their accounts in full and no single
customer at September 30,1997 represents more than 10% of the Company's total
accounts receivable. Since the Company's products are used in the construction
of commercial buildings, it can file a materialman's lien
10
<PAGE>
against customers and their projects if they do not pay for the materials and
products which the Company has installed in those building projects, thus
lessening the risk of not being paid for its service and products. The Company
anticipates that the demand for its products and services is such that, in the
future, it will not be dependent on a single customer for any significant part
of its sales.
Raw Materials. The Company is an authorized distributor for Republic Builders
Products Co. ("Republic"), a large manufacturer which is well known in the
industry for the quality of its products. The Company purchases the majority of
its unassembled doors from Republic, which is not affiliated in any way with the
Company. These unassembled doors, along with the other materials and supplies
used by the Company, are readily available from its suppliers. While the Company
has not experienced, and does not anticipate that it will experience, any
disruption in its relationship with its primary vendor, any interruption might
have a material effect on the financial stability of the Company. The Company's
assembly operation, which is generally limited to attaching certain fittings to
the doors, does not require specialized equipment and the equipment that is used
is readily available from multiple sources.
Employees. As of December 30, 1997, the Company had three full-time employees.
None of the employees is represented by a labor union. The Company believes that
its relations with its employees is satisfactory.
Competition. The Company's industry is highly competitive. There are other
industrial door distributors which compete with the Company in its trade area
which are larger, better capitalized and have greater sales volume and financial
and human resources. The Company depends for success on its ability to provide
quality service to its customers at competitive prices in order to remain
competitive.
Properties. The Company assembles its doors, and distributes them from, its
warehouse/office facility located in Pembroke Park, Florida. This facility,
which contains approximately 4800 square feet, is leased under an operating
lease agreement which expires in 1999. This lease contains an annual lease
payment escalation clause whereby the monthly rent increases by the greater of
six percent per year or the actual increase in the published consumer price
index. Rent expense under this agreement for the fiscal years ended June 30,
1996 and 1997 was $31,632 and $33,530, respectively. For the fiscal year ending
June 30, 1998 the rent expense should approximate $35,500.
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers of the Company are as follows:
NAME AGE POSITION
Kevin B. Halter 62 Chairman of the Board, President and
Chief Executive Officer
Kevin B. Halter, Jr. 36 Secretary and Director
James Smith 66 Director
Quentin Gomez 34 Manager of Sales
Kevin B. Halter has served as Chairman of the Board, President and Chief
Executive Officer of the Company since May 1994. Mr. Halter has also served as
President, Chairman of the Board, Chief Executive Officer and a director of
Millennia, Inc., the Company's parent, since June 1994. Mr. Halter has served as
Chairman of the Board of Digital Communications Technology Corporation ("DCT")
since June 1994. From January 1994 until June 1994, he served as Vice Chairman
of the Board of DCT and the Parent. In addition, Mr. Halter has served as
Chairman of the Board and Chief Executive Officer of Halter Capital Corporation,
a privately-held investment and consulting company, since 1987. Kevin B. Halter
is the father of Kevin B. Halter, Jr.
Kevin B. Halter, Jr. has served as Secretary and a director of the Company since
February 1994. Mr. Halter has also served as Vice President, Secretary and a
director of Millennia, Inc., the Company's parent, since January 1994. He has
served as Vice President, Secretary and a director of DCT since January 1994.
11
<PAGE>
In addition, Mr. Halter also serves as Vice President and Secretary of Halter
Capital Corporation. He is the President of Securities Transfer Corporation, a
registered stock transfer company, a position which he has held since 1987.
Kevin B. Halter, Jr. is the son of Kevin B. Halter.
James Smith has served as a director of the Company since September 1997. He has
also served as a director of Millennia, Inc. and Digital Communications
Technology Corporation since March 1995. Mr. Smith has served as President of
Pension Analysis Bureau, Inc., a consulting firm specializing in the
administration of company retirement and profit sharing plans, since 1993. Mr.
Smith served as Vice President of Pension Analysis Bureau, Inc. from 1988 to
1992.
Quentin Gomez has served as Manager of Sales for the Company since February
1990. Previously he was Assistant Manager of Steel Doors and Frames for L.P.
International Company.
EXECUTIVE COMPENSATION
None of the officers and directors of the Company were compensated in any way
for their service to the Company during the fiscal years ended June 30,1996 and
1997, except Mr. Gomez who was paid a salary of $35,000 in each of the fiscal
years ended June 30, 1996 and 1997. In addition, the Company paid management
fees of $4,800 to Millennia, Inc. for each of the fiscal years ended June 30,
1997 and 1996. No individual has had or currently has an employment contract
with the Company.
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of December 30, 1997 with
regard to the beneficial ownership of the Common Stock by (i) each person known
to the Company to be the beneficial owner of 5% or more of its outstanding
shares; (ii) by the officers and directors of the Company individually and (iii)
by the officers and directors as a group.
Name and Address of Beneficial Owner Amount Owned Percent
Millennia, Inc. 11,400,000 (1) 100%
16910 Dallas Parkway, Suite 100 10,830,000 (2) 95%
Dallas, Texas 75248
Kevin B. Halter none 0
Kevin B. Halter, Jr. none 0
James Smith none 0
Quentin Gomez none 0
All Officers and Directors as a Group none 0
(1) pre distribution
(2) post distribution
SHAREHOLDER DERIVATIVE LAWSUIT
On March 4, 1996, Adrian Jacoby, allegedly on behalf of the Parent,
Millennia, Inc. (the "Parent"), brought a purported shareholder derivative
lawsuit against Messrs. Kevin B. Halter, Kevin B. Halter, Jr., Gary C. Evans and
James Smith (who were then members of the Parent's Board of Directors), Halter
Capital Corporation and Securities Transfer Corporation (the "Defendants"). In
addition, the Parent was joined as a "nominal defendant." In this lawsuit, the
plaintiffs have alleged breaches of fiduciary duty, fraud, and violations of
state securities laws. The plaintiffs seek unspecified actual
12
<PAGE>
and exemplary damages, a constructive trust against the assets of the Defendants
and an accounting of the affairs of the Defendants with respect to their
dealings with the Parent. In addition, the plaintiffs have requested a temporary
injunction and the appointment of a receiver for the Parent. The plaintiffs have
brought this lawsuit allegedly to vindicate the wrongs that the plaintiffs claim
were done to the Parent by the individual defendants and their affiliated
companies, and, if any damages are ultimately awarded to the plaintiffs, those
damages will be awarded on behalf of, and for the benefit of, the Parent and all
of its shareholders. If successful, the plaintiffs may, however, recover certain
attorneys' fees and costs. The case is entitled Richard Abrons et al v. Kevin B.
Halter et al, cause no. 96-02169-G, and is pending in the 134th Judicial
District for the District Court of Dallas County, Texas. Even though the Parent
is a nominal defendant in the lawsuit, the plaintiffs have not sought to recover
any damages against the Parent. In this type of lawsuit, the Parent is joined as
a procedural matter to make it a party to the lawsuit.
All of the Defendants have answered and denied the allegations contained in
the petition. All of the Defendants deny all the material allegations and claims
in the Petition, dispute the plaintiffs contention that this is a proper
shareholder derivative action, deny that the plaintiffs have the right to pursue
this lawsuit on behalf of the Parent and are vigorously defending the lawsuit.
In addition, the Defendants have filed counterclaims against the plaintiffs and
third party actions against Blake Beckham, attorney at law, Beckham & Thomas,
L.L.P., and Sanford Whitman, the former Chief Financial Officer of the Parent
seeking damages in excess of $50 million. In this counterclaim, the Defendants
have asserted that the filing of this lawsuit and temporary restraining order
caused the Parent damages.
The Parent and its management do not believe that this lawsuit will have a
material impact on the operations or financial condition of the Parent. Although
a significant amount of discovery has been completed, it is continuing. This
case has not yet been set for trial.
CERTAIN TRANSACTIONS
As in previous years, during fiscal year 1996 the Parent made advances to the
Company for working capital and made various payments on behalf of the Company.
These advances were unsecured, non-interest bearing and repayable upon demand.
During fiscal year 1996, the Parent forgave $172,463 in advances and this
balance was reclassified to contributed capital The Company paid the Parent
$4800 as management fees for accounting services, payroll processing, mailing
expenses and general administrative services for each of the fiscal years ended
June 30, 1996 and 1997.
In April 1995, the Company purchased a truck and borrowed the price from the
Parent, issuing its promissory note in the amount of $19,504 to represent this
debt. This note bears interest at the rate of 9.5% and is payable in monthly
installments of approximately $406 plus accrued interest, with the final payment
being due in April 1999. This note is secured by a lien on the truck The Company
has no policies regarding transactions with affiliated parties, although it is
unlikely that there will be any transactions other than the management and
financial assistance which the Company receives from the Parent, because none of
the affiliates are likely to purchase any garage doors.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Richard Braucher, attorney at law.
EXPERTS
The financial statements of the Company for the fiscal year ended June 30, 1996
included herein have been audited by S.W. Hatfield + Associates, certified
public accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm in giving said
report. The financial statements of the Company for the fiscal year ended June
30, 1997 included herein have been audited by Hein + Associates LLP., certified
public accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm in giving said
report.
13
<PAGE>
ADDITIONAL INFORMATION
Upon completion of this offering, the Company will be subject to the reporting
requirements of the Securities and Exchange Act of 1934, as amended, and in
accordance therewith will file periodic reports and other information with the
Securities and Exchange Commission (the "Commission"). Such reports and other
information may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the regional offices of the Commission located at 75 Park Place, 14th
Floor, New York, New York, 10007, and Suite 1400, Northwestern Atrium Center,
500 West Madison St., Chicago, Illinois 60661. Copies of such material may be
obtained at prescribed rates from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C., 20549.The Commission maintains a
Web site that contains reports. proxy and information statements and other
information regarding issuers that file with the Commission electronically like
the Company all of which can be accessed over the internet at
http://www.sec.gov.
The Company has filed with the Commission a Registration Statement on Form SB-2
under the Securities Act of 1933, as amended, with respect to the Common Stock
covered by this Prospectus. For further information about the Company and the
Common Stock, reference is made to the Registration Statement and to the
financial statements and exhibits filed as a part thereof, copies of which can
be inspected and made at the addresses referenced above. Statements contained in
the Prospectus as to the contents of any contract or any other document are not
necessarily complete and in each instance reference is made to the copy of such
contract or document filed as an exhibit to the Registration Statement, each
such statement being qualified in all respects by such reference.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
The accounting firm of S.W. Hatfield + Associates, C.P.A., the independent
auditors for the Company, was dismissed effective as of December 6, 1996. During
the fiscal year which ended June 30, 1996 and the interim period subsequent
thereto, there have been no disagreements with S.W. Hatfield + Associates,
C.P.A., on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure or any reportable events. The report
of S.W. Hatfield + Associates, C.P.A., on the financial statements for the
fiscal year ended June 30, 1996 contained no adverse opinion or disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles.
The Company engaged the accounting firm of Hein + Associates LLP as independent
auditors for the Company, effective as of December 6, 1996. During the fiscal
year ended June 30, 1997, there have been no disagreements with Hein +
Associates LLP. on any matter of accounting principles or practices, financial
statement disclosures, auditing scope or procedure or any reportable events. The
report of Hein + Associates LLP on the financial statements for the fiscal year
ended June 30, 1997 contained no adverse opinion or disclaimer of opinion and
was not qualified or modified as to uncertainty, audit scope or accounting
principles.
Disclosure of Commission Position on Indemnification for Securities Act
Liabilities
The Company's bylaws provide that the Company will indemnify its directors and
officers to the full extent authorized or permitted under Texas law.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the 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 payment by the registrant of expenses incurred or paid
by a director, officer or controlling person in connection with 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, 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.
14
<PAGE>
OMNI DOORS, INC.
(a wholly-owned subsidiary of Millennia, Inc.)
INDEX TO FINANCIAL STATEMENTS
Page
----
For the quarters ended September 30, 1997 and 1996 (unaudited)
Balance Sheets as of September 30, 1997 and June 30, 1997 F-2
Statement of Operations
for the three months ended September 30, 1997 and 1996 F-3
Statement of Cash Flows
for the three months ended September 30, 1997 and 1996 F-4
Notes to Financial Statements F-5
For the years ended June 30, 1997 and 1996
Independent Auditor's Report F-8
Report of Independent Certified Public Accountants F-9
Balance Sheet as of June 30, 1997 F-10
Statement of Operations
for the years ended June 30, 1997 and 1996 F-11
Statement of Changes in Shareholder's Equity
for the years ended June 30, 1997 and 1996 F-12
Statement of Cash Flows
for the years ended June 30, 1997 and 1996 F-13
Notes to Financial Statements F-14
F-1
<PAGE>
<TABLE>
<CAPTION>
OMNI DOORS, INC.
(a wholly-owned subsidiary of Millennia, Inc.)
Balance Sheets
September 30, 1997 and June 30, 1997
<S> <C> <C>
(Unaudited) (Audited)
September 30, June 30,
1997 1997
--------- ---------
ASSETS
Current assets
Cash and cash equivalents $ 52,167 $ 40,367
Accounts receivable - trade, net of allowance for
doubtful accounts of approximately $25,000, respectively 55,261 69,483
Inventory 113,631 106,440
Prepaid expenses and other 5,600 583
--------- ---------
Total current assets 226,659 216,873
--------- ---------
Property and equipment
Vehicle 19,635 19,635
Machinery and equipment 13,707 13,034
Leasehold improvements 4,193 4,193
--------- ---------
37,535 36,862
Accumulated depreciation (26,645) (25,432)
--------- ---------
Net property and equipment 10,890 11,430
--------- ---------
Other assets 6,107 6,107
--------- ---------
Total Assets $ 243,656 $ 234,410
========= =========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities
Accounts payable $ 53,248 $ 33,673
Accrued liabilities 6,695 10,558
Current maturities of note payable to parent company 4,876 4,876
--------- ---------
Total current liabilities 64,819 49,107
--------- ---------
Long-term liabilities
Note payable to parent company, net of current maturities 2,844 4,063
--------- ---------
Contingencies and commitments
Shareholder's equity
Common stock - no par value. 25,000,000 shares authorized
11,400,000 issued and outstanding 55,767 55,767
Contributed capital 172,463 172,463
Accumulated deficit (52,237) (46,990)
--------- ---------
Total shareholder's equity 175,993 181,240
--------- ---------
Total Liabilities and Shareholder's Equity $ 243,656 $ 234,410
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements. The
financial information presented herein has been prepared by management without
audit by independent certified public accountants.
F-2
<PAGE>
OMNI DOORS, INC.
(a wholly-owned subsidiary of Millennia, Inc.)
Statement of Operations
Three months ended September 30, 1997 and 1996
(Unaudited)
1997 1996
------------ ------------
Net sales $ 128,121 $ 130,165
Cost of goods sold 105,849 96,831
------------ ------------
Gross Profit 22,272 33,334
------------ ------------
Operating expenses
Selling 12,991 11,669
General and administrative 13,108 23,125
Depreciation 1,213 1,213
------------ ------------
Total operating expenses 27,312 36,007
------------ ------------
Loss from operations (5,040) (2,673)
Interest expense to parent company (207) (216)
------------ ------------
Loss before income taxes (5,247) (2,889)
Income tax provision -- --
------------ ------------
Net Loss $ (5,247) $ (2,889)
============ ============
Loss per weighted-average share
of common stock outstanding nil nil
Weighted-average number of shares of
common stock outstanding 11,400,000 11,400,000
============ ============
The accompanying notes are an integral part of these financial statements. The
financial information presented herein has been prepared by management without
audit by independent certified public accountants.
F-3
<PAGE>
OMNI DOORS, INC.
(a wholly-owned subsidiary of Millennia, Inc.)
Statement of Cash Flows
Three months ended September 30, 1997 and 1996
(Unaudited)
1997 1996
-------- --------
Cash flows from operating activities
Net loss for the period $ (5,247) $ (2,889)
Adjustments to reconcile net income to
net cash used in operating activities
Depreciation and amortization 1,213 1,213
Provision for bad debts -- 9,900
(Increase) decrease in:
Accounts receivable 14,222 (15,883)
Inventory (7,191) 6,572
Prepaid expenses and other (5,017) (1,908)
Increase (decrease) in:
Accounts payable and accrued liabilities 15,712 (9,199)
-------- --------
Net cash used in operating activities 13,692 (12,194)
-------- --------
Cash flows from investing activities
Cash paid to acquire furniture and equipment (673) --
-------- --------
Net cash used in investing activities (673) --
-------- --------
Cash flows from financing activities
Principal payments on note payable to parent company (1,219) (1,220)
-------- --------
Net cash provided by financing activities (1,219) (1,220)
-------- --------
Increase in cash 11,800 (13,414)
Cash and cash equivalents at beginning of period 40,367 33,836
-------- --------
Cash and cash equivalents at end of period $ 52,167 $ 20,422
======== ========
Supplemental disclosures of
interest and income taxes paid
Interest paid during the period $ 207 $ 216
======== ========
Income taxes paid during the period $ -- $ --
======== ========
The accompanying notes are an integral part of these financial statements. The
financial information presented herein has been prepared by management without
audit by independent certified public accountants.
F-4
<PAGE>
OMNI DOORS, INC.
(a wholly-owned subsidiary of Millennia, Inc.)
Notes to Financial Statements
September 30, 1997
Note 1 - Organization and Description of Business
Omni Doors, Inc. (the Company) was incorporated on July 19, 1985 as a
wholly-owned subsidiary of Millennia, Inc. (The Parent) under the laws of the
State of Florida. The Company assembles and distributes industrial metal doors
in the South Florida region of the United States.
During interim periods, the Company follows the accounting policies set forth in
its audited financial statements contained elsewhere within this Registration
Statement filed on Form SB-2 with the Securities and Exchange Commission. The
June 30, 1997 consolidated balance sheet data was derived from audited financial
statements of the Company, but does not include all disclosures required by
generally accepted accounting principles. Users of financial information
provided for interim periods should refer to the annual financial information
and footnotes contained within this document when reviewing the interim
financial results presented herein.
In the opinion of management, the accompanying interim unaudited financial
statements have been prepared in accordance with the instructions for Form SB-2
and contain all material adjustments, consisting only of normal recurring
adjustments necessary to present fairly the financial condition, results of
operations and cash flows of the Company for the respective interim periods
presented. The current period results of operations are not necessarily
indicative of results which ultimately will be reported for the full fiscal year
ending June 30, 1998.
The costs of the Company's products are subject, from time-to-time, to
inflationary pressures and commodity price fluctuations. In addition, the
Company from time-to-time experiences increases in costs of materials and labor,
as well as other manufacturing and operating expenses. The Company's ability to
pass along such increased costs through increased prices is contingent upon
various economic and competitive pressures. The Company attempts to minimize any
effects of inflation on its operations by monitoring and controlling costs and
effecting price increases where and as possible.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
The Company is dependent upon its parent company for nominal working capital
support. The parent company intends to continue providing the necessary working
capital support for foreseeable future periods.
Note 2 - Summary of Significant Accounting Policies
1. Cash and Cash Equivalents
For purposes of reporting cash flows, the Company considers all cash on
hand and in banks, certificates of deposit and other highly liquid debt
instruments with a maturity of three months or less at the date of purchase
to be cash and cash equivalents.
F-5
<PAGE>
OMNI DOORS, INC.
(a wholly-owned subsidiary of Millennia, Inc.)
Notes to Financial Statements - Continued
September 30, 1997
Note 2 - Summary of Significant Accounting Policies - Continued
2. Accounts Receivable, Credit Risk and Revenue Recognition
The Company recognizes revenue at the time products are shipped to the
Company's customers.
In the normal course of business, the Company extends unsecured credit to
virtually all of its customers, which are principally located in the South
Florida region of the United States. As the Company's products are used
principally in real property construction, the Company has the right to
file materialman's liens against its customers and/or the respective
construction project where the Company's materials are installed in order
to collateralize trade accounts receivable under the pertinent portions of
the Uniform Commercial Code and under the State of Florida laws. Because of
the credit risk involved, management has provided an allowance for doubtful
accounts which reflects its opinion of amounts which will eventually become
uncollectible. In the event of complete non-performance by entities owing
the Company, the maximum exposure to the Company is the outstanding
accounts receivable balance at the date of non-performance.
3. Inventory
Inventory consists of purchased doors, related door parts and other
supplies and raw materials necessary to assemble commercial metal doors for
resale. These items are accounted for at the lower of cost or market using
the first-in, first-out method.
4. Property and Equipment
Property and equipment is recorded at its historical cost. Depreciation is
provided for in amounts sufficient to relate the asset cost to operations
over the estimated useful life (generally five to seven years) using the
straight line method for financial reporting purposes.
Gains and losses from disposition of property and equipment are recognized
as incurred and are included in operations.
Statement of Financial Accounting Standards No. 121 (SFAS 121), "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of" was issued in March 1996 and adopted by the Company at its
inception. SFAS 121 requires that long-lived assets, such as property and
equipment, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of such assets may not be
recoverable. This accounting standard had no impact on the financial
statements of the Company for the period ended September 30, 1997.
F-6
<PAGE>
OMNI DOORS, INC.
(a wholly-owned subsidiary of Millennia, Inc.)
Notes to Financial Statements - Continued
September 30, 1997
Note 2 - Summary of Significant Accounting Policies - Continued
4. Income Taxes
Income taxes are provided for the tax effects of transactions reported in
the financial statements and consist of taxes currently due, if any, plus
net deferred taxes related primarily to differences between the bases of
assets and liabilities for financial and income tax reporting. Deferred tax
assets and liabilities represent the future tax return consequences of
those differences, which will either be taxable or deductible when the
assets and liabilities are recovered or settled. Deferred tax assets
include recognition of operating losses that are available to offset future
taxable income and tax credits that are available to offset future income
taxes. Valuation allowances are recognized to limit recognition of deferred
tax assets where appropriate. The amount of deferred tax assets and
liabilities as of September 30, 1997 and June 30, 1997, respectively, are
immaterial.
The Company's operating results are included in the consolidated income tax
return of the Company's Parent. The Company calculates income tax expense
or benefits based on the applicable Federal and state income tax rates in
effect at the end of each operating year as a payable to or receivable from
its Parent company.
5. Net Loss per Share
Net loss per share is based on the weighted average number of common shares
and common stock equivalents outstanding during each respective period. As
of September 30, 1997 and 1996 and June 30, 1997 and 1996, respectively,
and subsequent thereto, no common stock equivalents existed.
Note 3 - Inventory
Inventory consists of the following components as of September 30, 1997 and
June 30, 1997, respectively:
September 30, June 30,
1997 1997
Finished goods and purchased product $ 96,585 $ 99,777
Raw materials and supplies 17,046 6,663
--------- ---------
$ 113,631 $ 106,440
========= =========
F-7
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Stockholder
Omni Doors, Inc.
We have audited the accompanying balance sheet of Omni Doors, Inc. ( a
wholly-owned subsidiary of Millennia, Inc.) as of June 30, 1997, and the related
statements of operations, changes in stockholder's equity and cash flows for the
year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Omni Doors, Inc. as of June 30,
1997, and the results of its operations, and its cash flows for the year then
ended, in conformity with generally accepted accounting principles.
/s/ Hein + Associates, LLP
HEIN + ASSOCIATES, LLP
Dallas, Texas
August 8, 1997, except as to Note 8,
which is dated October 1, 1997
F-8
<PAGE>
S. W. HATFIELD + ASSOCIATES
certified public accountants
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Stockholder
Omni Doors, Inc.
We have audited the accompanying statement of operations, consolidated statement
of changes in stockholder's equity and statement of cash flows of Omni Doors,
Inc. (a Florida corporation and a wholly-owned subsidiary of Millennia, Inc.)
for the year ended June 30, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall consolidated financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations of Omni Doors, Inc. and its
cash flows for the year ended June 30, 1996, in conformity with generally
accepted accounting principles.
/s/ S. W. Hatfield + Associates
S. W. HATFIELD + ASSOCIATES
Dallas, Texas
August 6, 1996
F-9
<PAGE>
<TABLE>
<CAPTION>
OMNI DOORS, INC.
(a wholly-owned subsidiary of Millennia, Inc.)
BALANCE SHEET
JUNE 30, 1997
ASSETS
<S> <C>
CURRENT ASSETS:
Cash in bank $ 40,367
Trade accounts receivable, net of allowance for doubtful accounts of $25,000 69,483
Inventory 106,440
Prepaid expenses and other 583
-----------
Total current assets 216,873
PROPERTY AND EQUIPMENT:
Vehicle 19,635
Machinery and equipment 13,034
Leasehold improvements 4,193
-----------
36,862
Accumulated depreciation (25,432)
Net property and equipment 11,430
OTHER ASSETS 6,107
TOTAL ASSETS $ 234,410
===========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable $ 33,673
Accrued liabilities 10,558
Current maturities of note payable to parent company 4,876
-----------
Total current liabilities 49,107
LONG-TERM LIABILITIES -
Note payable to parent company, net of current maturities 4,063
-----------
Total liabilities 53,170
COMMITMENTS (NOTE 3)
STOCKHOLDER'S EQUITY:
Common stock - no par value, 25,000,000 shares authorized, 11,400,000 shares
issued and outstanding 55,767
Contributed capital 172,463
Accumulated deficit (46,990)
-----------
Total stockholder's equity 181,240
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 234,410
===========
</TABLE>
See accompanying notes to these financial statements.
F-10
<PAGE>
OMNI DOORS, INC.
(a wholly-owned subsidiary of Millennia, Inc.)
STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30,
1997 1996
-------- --------
NET SALES $ 536,311 $ 467,649
COST OF SALES 411,486 374,740
GROSS PROFIT 124,825 92,909
OPERATING EXPENSES:
Selling 54,174 49,667
General and administrative 56,248 49,621
Depreciation 4,526 4,851
--------- ---------
TOTAL OPERATING EXPENSES 114,948 104,139
--------- ---------
INCOME (LOSS) FROM OPERATIONS 9,877 (11,230)
INTEREST EXPENSE (1,006) (1,551)
--------- ---------
INCOME (LOSS) BEFORE INCOME TAXES 8,871 (12,781)
INCOME TAX BENEFIT (PROVISION) (9,630) 2,430
--------- ---------
NET LOSS $ (759) $ (10,351)
========= =========
NET LOSS PER SHARE $ Nil $ Nil
========== ==========
See accompanying notes to these financial statements.
F-11
<PAGE>
<TABLE>
<CAPTION>
OMNI DOORS, INC.
(a wholly-owned subsidiary of Millennia, Inc.)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
YEARS ENDED JUNE 30, 1997 AND 1996
<S> <C> <C> <C>
COMMON STOCK CONTRIBUTED ACCUMULATED
----------------------- ----------- -----------
SHARES AMOUNT CAPITAL DEFICIT TOTAL
---------- ---------- ---------- ----------- ----------
Balances at July 1, 1995 11,400,000 $ 55,767 $ -- $ (35,880) $ 19,887
Forgiveness of advances from parent company -- -- 172,463 -- 172,463
Net loss for the year -- -- -- (10,351) (10,351)
---------- ---------- ---------- ----------
Balances at June 30, 1996 11,400,000 55,767 172,463 (46,231) 181,999
Net loss for the year -- -- -- (759) (759)
---------- ---------- ---------- ----------
Balances at June 30, 1997 11,400,000 $ 55,767 $ 172,463 $ (46,990) $ 181,240
========== ========== ========== ========== ==========
</TABLE>
See accompanying notes to these financial statements.
F-12
<PAGE>
<TABLE>
<CAPTION>
OMNI DOORS, INC.
(a wholly-owned subsidiary of Millennia, Inc.)
STATEMENTS OF CASH FLOWS
<S> <C> <C>
JUNE 30,
1997 1996
------ ------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the year $ (759) $ (10,351)
Adjustments to reconcile net loss to net cash provided (used) by
operating activities:
Depreciation expense 4,526 4,851
Provision for losses on accounts receivable 9,500 4,136
(Increase) Decrease in:
Accounts receivable (7,116) (27,864)
Due from parent and other receivables 2,999 (2,300)
Inventory (680) 18,886
Prepaid expenses and other (18) 334
Deferred tax asset 3,100 (900)
Increase (Decrease) in:
Accounts payable (5,577) 12,773
Accrued liabilities 6,203 (2,422)
Deferred tax liability (770) 770
--------- ---------
Net cash provided (used) by operating activities 11,408 (2,087)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from parent company advances and loans -- 19,882
Repayment of parent company advances and loans (4,877) (31,275)
--------- ---------
Net cash used by financing activities (4,877) (11,393)
--------- ---------
INCREASE (DECREASE) IN CASH 6,531 (13,480)
CASH AND EQUIVALENTS, beginning of year 33,836 47,316
--------- ---------
CASH AND EQUIVALENTS, end of year $ 40,367 $ 33,836
========= =========
SUPPLEMENTAL INFORMATION:
Interest paid for the period $ 1,006 $ 1,590
========= =========
Conversion of advances payable to parent company to
contributed capital $ -- $ 172,463
========= =========
</TABLE>
See accompanying notes to these financial statements.
F-13
<PAGE>
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:
Organization and Nature of Operations
Omni Doors, Inc. (the Company) was incorporated on July 19, 1985 as a
wholly-owned subsidiary of Millennia, Inc. (The Parent) under the laws of
the State of Florida. The Company assembles and distributes industrial
metal doors in the South Florida region of the United States. The Company
is dependent upon its Parent company for all necessary working capital
financing.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
Cash Equivalents
The Company considers cash in banks, and certificates of deposit and other
highly-liquid investments with maturities of three months or less, when
purchased, to be cash equivalents.
Revenue Recognition
Revenue is recognized at the time doors are shipped to the Company's
customers.
Inventory
Inventory consists of purchased doors, related door parts and other
supplies and raw materials necessary to assemble commercial metal doors for
resale. These items are carried at the lower of cost or market using the
first-in, first-out method.
Property and Equipment
Property and equipment are recorded at historical cost. These costs are
depreciated over the estimated useful lives, generally five to seven years,
of the individual assets using the straight-line method.
Expenditures for repairs and maintenance are charged to expense as
incurred. Renewals and betterments which extend the economic life of the
respective asset are capitalized. Gains and losses from disposition of
property and equipment are recognized as incurred and are included in
operations.
Income Taxes
Income taxes are provided for the tax effects of transactions reported in
the financial statements and consist of taxes currently due, if any, plus
net deferred taxes related primarily to differences between the bases of
assets and liabilities for financial and income tax reporting. Deferred tax
assets and liabilities represent the future tax return consequences of
those differences, which will either be taxable or deductible when the
assets and liabilities are recovered or settled. Deferred tax assets
include recognition of operating losses that are available to offset future
taxable income and tax credits that are available to offset future income
taxes. Valuation allowances are recognized to limit recognition of deferred
tax assets where appropriate. The amount of deferred tax assets and
liabilities as of June 30, 1997 are immaterial.
The Company's operating results are included in the consolidated income tax
return of the Company's Parent. The Company calculates income tax expense
or benefits based on the applicable Federal and state income tax rates in
effect at the end of each operating year as a payable to or receivable from
its Parent company.
Net Loss per Share
Net loss per share is based on the weighted average number of common shares
and equivalents outstanding during the period. For the years ended June 30,
1997 and 1996 the weighted average shares were 100 and there were no common
share equivalents.
F-14
<PAGE>
NOTE 2 - INVENTORY
Inventory consists of the following components as of June 30, 1997:
1997
----------
Finished goods and purchased product $ 99,777
Raw materials and supplies 6,663
----------
$ 106,440
NOTE 3 - COMMITMENTS
The Company leases office and warehouse facilities under an operating lease
agreement. The lease expires in 1999 and contains an annual lease payment
escalation clause whereby the base monthly rental increases by the greater
of 6.0% per year or the actual increase in the published consumer price
index. Rent expense under this lease agreement for the years ended June 30,
1997 and 1996 was $33,530 and $31,632, respectively.
Aggregate future non-cancelable rental payments under this agreement are as
follows:
Year ending
June 30, Amount
----------- -----------
1998 $ 35,500
1999 24,600
Total $ 60,100
=========
NOTE 4 - RELATED PARTY TRANSACTIONS
The Company's Parent has made advances to the Company and has made various
payments on the Company's behalf. These advances were unsecured,
non-interest bearing and repayable upon demand. During fiscal year 1996,
the Company's Parent forgave $172,463 in advances and this balance was
reclassified to contributed capital.
In April 1995, the Company executed a $19,504 note payable to its Parent
for the purchase of a truck. The note bears interest at 9.5% and is payable
in monthly installments of approximately $406 plus accrued interest. The
final payment is due in April 1999 and is collateralized by the related
truck.
F-15
<PAGE>
NOTE 4 - RELATED PARTY TRANSACTIONS - CONTINUED
Future maturities of the note payable are as follows:
Year
ending
June Amount
30,
----- ------
1998 $4,876
1999 4,063
------
Total $8,939
======
The Company paid its Parent $4,800 for management fees for each of the
years ended June 30, 1997, and 1996.
NOTE 5 - EMPLOYEE STOCK OWNERSHIP PLAN
The Parent's Employee Stock Ownership Plan (ESOP) provided retirement
benefits to substantially all the Company's employees. The ESOP, which was
terminated effective July 1, 1996, was a qualified employee benefit plan
exempt from taxation under the Internal Revenue Code of 1986, as amended.
The Company's Parent established the Company's discretionary contribution
to the plan on an annual basis. No contribution was made by the Company
since 1994.
The Parent notified all participants of the ESOP termination and began
distribution of the shares during fiscal year 1997.
NOTE 6 - CONCENTRATIONS OF CREDIT RISK
In the normal course of business, the Company extends unsecured credit to
virtually all of its customers which are located principally in the South
Florida region of the United States. As the Company's products are used
principally in real property construction, the Company has the right to
file materialman's liens against its customers and/or the respective
project where the Company's materials are installed to collateralize its
accounts receivable under the pertinent provisions of the Uniform
Commercial Code and under the State of Florida laws. Two customers
accounted for 39% of the Company's accounts receivable at June 30, 1997.
Because of the credit risk involved, management has provided an allowance
for doubtful accounts that reflects its opinion of amounts which will
eventually become uncollectible.
F-16
<PAGE>
NOTE 7 - INCOME TAXES
The components of income tax expense (benefit) for the years ended June 30,
1997 and 1996 are as follows:
1997 1996
------ ------
Federal:
Current $ $
6,205 (1,880)
Deferred
3,425 455
------ ------
9,630 (1,425)
State:
Current -- (420)
Deferred
-- (585)
------ ------
-- (1,005)
------ ------
Total $ $
====== ======
9,630 (2,430)
====== ======
The Company's income tax expense (benefit) for the years ended June 30, 1997 and
1996 differed from the statutory federal rate of 34 percent as follows:
1997 1996
------ ------
Statutory rate applied to (loss) income
before income $ $(3,838)
taxes 3,016
(Decrease) increase in income taxes resulting from:
State income taxes -- (420)
Change in income taxes recoverable and estimate of
valuation allowance 6,100 (130)
Effect of incremental tax brackets and other 514
------ ------
1,958
Income tax (benefit) expense $ $
======
9,630 (2,430)
====== ======
NOTE 8 - STOCKHOLDER'S EQUITY
On October 1, 1997, the Company's articles of incorporation were amended to
increase the authorized shares to 25,000,000. In addition, on that date, the
Company increased the number of shares outstanding from 100 to 11,400,000 by
means of a forward stock split. These actions have been reflected in the
accompanying financial statements as if they had occurred as of the earliest
period presented.
F-17
<PAGE>
No dealer, salesman or any other person has been authorized to give any
information or to make any representation other than those contained in this
Prospectus in connection with the offering herein contained, and if given or
made, such information or representation must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to sell
any security other than the registered securities to which it relates, or an
offer to or solicitation of any person in any jurisdiction in which such offer
or solicitation would be unlawful. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create an implication
that there has been no change in the facts set forth herein since the date
hereof.
TABLE OF CONTENTS Page
Caution Regarding
Forward-Looking Information 3 OMNI DOORS, INC.
Prospectus Summary 3
The Company 4
Risk Factors 4
Plan of Distribution 6 PROSPECTUS
Description of Common Stock 8
Dividend Policy 8
Use of Proceeds 8
Management's Discussion and 570,000 Shares of
Analysis or Plan of Operation 8
Business 10
Properties 11
Directors and Executive Officers 11 Common Stock
Security Ownership of Beneficial
Owners and Management 12
Certain Transactions 13
Legal Matters 13
Experts 13
Additional Information 14
Changes in and Disagreements with
Accountants on Accounting
and Financial Disclosure 14
Disclosure of Commission
Position on Indemnification
for Securities Liabilities 14
Index to Financial Statements F-1
<PAGE>
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses of the Distribution, all of which are to be borne by
the Company, are as follows:
SEC Filing Fee $1778
Printing and Mailing Expenses $3000
Accounting Fees and Expenses $2500
Legal Fees and Expenses $2500
Blue Sky Fees and Expenses -0-
TOTAL $9778
Item 16. Exhibits.
3.1 Articles of Incorporation of the Company *
3.2 Bylaws of the Company *
4.1 Specimen Certificate of Common Shares, no par value*
5.1 Opinion of Richard Braucher, Esq.
8.1 Opinion of Richard Braucher, Esq., regarding tax matters
16.1 Letters from Predecessor Auditor, S.W. Hatfield + Associates, C.P.A.*
23.1 Consent of S.W. Hatfield + Associates, C.P.A.*
23.2 Consent of Hein + Associates LLP*
23.3 Consent of Richard Braucher, Esq
* previously filed
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer (herein the "Company") pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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, the Company will,
unless in the opinion of its counsel he matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
certifies that it has duly caused this Amendment No. 1 to the Registration
Statement on Form SB-2 to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Dallas, State of Texas, on the 29th day of
January, 1998.
OMNI DOORS, INC.
/s/ Kevin B. Halter
- ----------------------------------
Kevin B. Halter, Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 2 to the Registration Statement has been signed by the persons in
the capacities indicated below on January 29, 1998.
/s/ Kevin B. Halter *
- ---------------------------------
Kevin B. Halter, Chairman of the Board, President
and Chief Executive Officer
(Principal Executive, Financial and Accounting Officer)
/s/ Kevin B. Halter, Jr. *
- ---------------------------------
Kevin B. Halter, Jr., Vice President,
Secretary and Director
/s/ James Smith *
James Smith, Director
* By: /s/ Kevin B. Halter
- ---------------------------------
Kevin B. Halter
Attorney-in-Fact.
<PAGE>
EXHIBIT 5.1 ( on stationery of Richard Braucher, Esq.)
February_____ 1998
Omni Doors, Inc.
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
Re: Form SB-2 Registration Statement
At your request, I have examined the Registration Statement under File No. 333 -
39629 and the amendments thereto, which you have filed with the Securities and
Exchange Commission, on Form SB-2/A2 (the "Registration Statement"), in
connection with the registration under the Securities Act of 1933, as amended,
of an aggregate of 570,000 shares of your Common Stock {the "Stock") issuable to
shareholders of Millennia, Inc. as a stock dividend declared by that
corporation.
In rendering the following opinion, I have examined and relied only upon the
documents, and certificates of officers and directors of the Company as
specifically described below. In my examination, I have assumed the genuineness
of all signatures, the authenticity, accuracy and completeness of the documents
submitted to me as originals, and the conformity with the original documents of
all documents submitted to me as copies. My examination was limited to the
following documents and no others:
1. Articles of Incorporation of the Company, as amended to date;
2. Bylaws of the Company, as amended to date;
3. Certified Resolutions adopted by the Board of the Company
authorizing the issuance of the Stock; and
4. The Registration Statement, as amended.
I have not undertaken, nor do I intend to undertake, any independent
investigation beyond such documents and records.
Based on the foregoing, it is my opinion that the Stock to be issued, subject to
the effectiveness of the Registration Statement and compliance with applicable
"blue sky" laws, when issued, will be duly and validly authorized, fully paid
and non-assessable.
I consent to the filing of this opinion as an exhibit to any filing made with
the Securities and Exchange Commission or under any state or other
jurisdiction's securities act for the purpose of registering, qualifying or
establishing eligibility for an exemption from registration or qualification of
the Stock described in the Registration Statement in connection with the
offering described therein. Nothing herein shall be deemed to relate to or
constitute an opinion concerning any matters not specifically set forth above.
By giving this opinion and consent, I do not admit that I am an expert with
respect to any part of the Registration Statement or Prospectus within the
meaning of that term "expert" as used in Section 11 of the Securities Act of
1933, as amended, or the Rules and Regulations of the Securities and Exchange
Commission promulgated thereunder.
The information set forth herein is as of the date of this letter. I disclaim
any undertaking to advise you of changes which may be brought to my attention
after the effective date of the Registration Statement.
Yours very truly,
/s/ Richard Braucher
- -------------------------
Richard Braucher, Esq.
<PAGE>
Exhibit 8.1
(on the stationery of Richard Braucher, Esq.)
February ____,1998
Millennia, Inc.
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
Re: Tax Opinion
At your request, I have examined the Registration Statement under File No. 333 -
39629 and the amendments thereto, which has been filed with the Securities and
Exchange Commission, on Form SB-2/A2, in connection with the registration under
the Securities Act of 1933, as amended, of an aggregate of 570,000 shares of the
Common Stock of your subsidiary, Millennia Entertainment, Inc., issuable to your
shareholders as a stock dividend (the Distribution). You have requested an
opinion with regard to federal income tax consequences of the Distribution under
the Internal Revenue Code, as amended.
Based on my revenue of the facts as set forth in the Registration Statement with
regard to the Distribution and the relevant portions of the Internal Revenue
Code and applicable regulations thereunder, it is my opinion that:
(i) Each shareholder of Millennia, Inc. will be considered to have received a
taxable distribution in an amount equal to the fair market value on the Record
Date of the Common Stock received. Such a taxable distribution would be taxed as
a dividend received with respect to the shares of common stock of Millennia,
Inc. then owned by the shareholder.
(ii) A shareholder's basis in the Common Stock received in the Distribution will
be equal to the fair market value of the Common Stock on the Record Date and the
shareholder's holding period will begin on the Record Date. The stockholder's
basis with regard to the common stock of Millennia, Inc. will not be affected by
the Distribution.
(iii) Millennia, Inc. will recognize gain, but not loss, in an amount equal to
the difference between the fair market value of the Common Stock distributed and
its basis in that stock.
This summary of the federal income tax consequences is for general information
only and may not be applicable to certain of Millennia, Inc.'s shareholders such
as those who are not citizens or residents of the United States of America or
those who are otherwise subject to special treatment under the Internal Revenue
Code.
I express no opinion with regard to the applicability and effect of state, local
and foreign tax laws.
I consent to the filing of this opinion as an exhibit to any filing made with
the Securities and Exchange Commission or under any state or other
jurisdiction's securities act for the purpose of registering, qualifying or
establishing eligibility for an exemption from registration or qualification of
the Common Stock described in the Registration Statement in connection with the
Distribution. Nothing herein shall be deemed to relate to or constitute an
opinion concerning any matters not specifically set forth above.
By giving this opinion and consent, I do not admit that I am an expert with
respect to any part of the Registration Statement or Prospectus within the
meaning of that term "expert" as used in Section 11 of the Securities Act of
1933, as amended, or the Rules and Regulations of the Securities and Exchange
Commission promulgated thereunder.
The information set forth herein is as of the date of this letter. I disclaim
any undertaking to advise you of changes which may be brought to my attention
after the effective date of the Registration Statement.
Yours very truly,
/s/ Richard Braucher
- ----------------------
Richard Braucher, Esq.
<PAGE>
Exhibit 23.3
CONSENT OF ATTORNEY FOR REGISTRANT
The undersigned, as attorney for the registrant, Millennia Entertainment, Inc.,
hereby consents to the use in the Form SB-2/A2 Registration Statement under The
Securities Act of 1933, as amended, by Omni Doors, Inc. of the legal opinion and
tax opinion rendered by the undersigned and referenced therein and filed as
exhibits thereto and the use of his name in said registration statement.
Dallas, Texas /S/ Richard Braucher
January 29, 1998 Richard Braucher, Esq.
