<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 13, 1998
REGISTRATION NO. -
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CRAWFORD EQUIPMENT AND ENGINEERING COMPANY
(NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
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<TABLE>
<S> <C> <C>
FLORIDA 59-1546994
(STATE OR OTHER (PRIMARY CLASSIFICATION (I.R.S. EMPLOYER
JURISDICTION) CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
436 WEST LANDSTREET ROAD
ORLANDO, FLORIDA 32824
(407) 851-0993
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
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JAMES P. CRAWFORD
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
436 WEST LANDSTREET ROAD
ORLANDO, FLORIDA 32824
(407) 851-0993
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPIES TO:
<TABLE>
<S> <C>
K. MICHAEL SWANN, ESQUIRE LARRY SAVALLO, PRESIDENT
SNYDERBURN, RISHOI AND SWANN DISCOVERY CAPITAL GROUP, INC.
280 WEST CANTON AVENUE, SUITE 240 7200 ALOMA AVENUE, SUITE E.
WINTER PARK, FLORIDA 32789 WINTER PARK, FLORIDA 32792
TELEPHONE: (407) 647-2005 TELEPHONE: (407) 672-0200
FACSIMILE: (407) 647-1522 FACSIMILE: (407) 672-1639
</TABLE>
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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: [x] 333-56107
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 under 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
<TABLE>
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<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PRICE(1) OFFERING PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock, $.0002 par value....... 200,000 $7.25 $1,450,220 $427.50
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</TABLE>
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(1) Estimated solely for the purpose of calculating the amount of registration
fee pursuant to Rule 457.
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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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<PAGE>
Incorporation of Certain
Information by Reference
The information in the Registration Statement filed by Crawford Equipment &
Engineering Company (the "Company") with the Securities and Exchange Commission
(the "Commission") (File No. 333-56107) pursuant to the Securities Act of 1933,
as amended, is incorporated by reference into this Registration Statement.
CRAWFORD EQUIPMENT AND ENGINEERING COMPANY
By: /s/ James P. Crawford
James P. Crawford
In accordance with the requirements of the Securities Act of 1933, as
amended, this registration statement was signed by the following persons in the
capacities and on the dates stated.
Signature Title Date
/s/ James P. Crawford Chairman, Chief Executive August 13, 1998
Officer, and Director
(Principal Executive
Officer)
/s/ Kathleen Crawford Vice-President, Treasurer, August 13, 1998
Secretary, and
Director
/s/ Steven L. Atkinson President, Assistant August 13, 1998
Secretary and Director
/s/ C. David Cooper Director August 13, 1998
/s/ Bruno A. Ferraro Director August 13, 1998
/s/ William M. Dillard Director August 13, 1998
*By:/s/ James P. Crawford
Attorney-in-Fact
<PAGE>
Exhibit Index
5.1 Opinion and Consent of Snyderburn, Rishoi and Swann
23.1 Consent of J. Rick Maloy, CPA
23.2 Consent of Counsel (included in Exhibit 5.1)
<PAGE>
Exhibit 5.1
[LETTERHEAD SNYDERBURN, RISHOI & SWANN APPEARS HERE]
July 31, 1996
Crawford Equipment & Engineering Company
436 West Landstreet Road
Orlando, Florida 32824
Ladies and Gentlemen:
At your request, we have served as counsel for Crawford Equipment and
Engineering company (the "company") in connection with the Registration
Statement on Form SB-2 Registration No. 333-56107 (the "Registration
Statement"), filed with the Securities and Exchange Commission under the
Securities Act of 1933 as amended and the additional Registration Statement on
Form SB-2 (the "Abbreviated Registration Statement") filed pursuant to Rule
462(b) under the Act.
We hereby reaffirm the opinion filed as an exhibit to the Registration
Statement. We further consent to the use of this opinion in connection with the
Abbreviated Registration Statement and to the incorporation by reference of the
use of our name in the Registration Statement and in the Prospectus included
therein under the caption "Counsel" solely for purposes of this opinion.
Respectfully submitted,
/s/ Snyderburn, Rishoi & Swann
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made part of this
Registration Statement.
/s/ J. Rick Maloy, C.P.A.
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J. RICK MALOY, C.P.A.
Orlando, Florida
August 13, 1998
