<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 1998
REGISTRATION NO. 333-56107
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE
AMENDMENT NO. 3
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CRAWFORD EQUIPMENT & ENGINEERING COMPANY
(NAME OF SMALL BUSINESS ISSUER AS IN ITS CHARTER)
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FLORIDA 3490 59-1546994
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION)
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:
K. MICHAEL SWANN, ESQUIRE LAWRENCE J. SAVALLO, JR. 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
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of 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 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
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<TABLE>
<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...................... 1,000,000 $7.25 $7,250,000 $2,138.75
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</TABLE>
(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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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS:
The Company's Restated Articles of Incorporation provide that the Company
shall indemnify its officers and directors and former officers and directors
to the fullest extent permitted by law. The Amended By-laws provide that the
Corporation shall have the power to indemnify any director, officer, employer
or agent of the Corporation as provided in Section 607.0850 of the Florida
Business Corporation Act. Such Act generally provides that a corporation shall
have the power to indemnify such persons to the extent they acted in good
faith in a manner reasonably believed to be in, or not opposed to, the best
interest of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the conduct was unlawful. In
the event any such person shall be judged liable for negligence or misconduct,
such indemnification shall apply only if approved by the Court in which the
action was pending. Any other indemnification shall be made only after
determination by the Board of Directors (excluding any directors who were
party to such action), by independent legal counsel in a written opinion, or
by a majority vote of shareholders (excluding any shareholders who were
parties to such action).
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be provided to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, may be against
public policy as expressed in the Securities Act of 1933, as amended, and may
be therefore, unenforceable.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*:
<TABLE>
<S> <C>
Securities and Exchange Commission NASD Filing Fees................ $ 4,000
NASDAQ Listing Fee................................................. $ 10,000
Accountants' Fees and Expenses..................................... $ 30,000
Legal Fees and Expenses............................................ $ 95,000
Blue Sky Fees and Expenses......................................... $ 10,000
Printing and Engraving Expenses.................................... $ 30,000
Transfer Agent's and Registrar's Fees and Expenses................. $ 5,000
--------
Total............................................................ $184,000
========
</TABLE>
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* All fees and expenses are estimated. All such fees and expenses shall be
borne by the Company.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES:
On March 12, 1998, the Company closed a private offering of its Convertible
Promissory Notes ("Notes") to obtain working capital for this public Offering
and other general purposes by issuing Notes with a 7% Coupon and are
convertible into Common Stock at a strike price of $3.50. A total amount of
$600,000 worth of such securities were sold between January 27, 1998 and March
12, 1998 to ten (10) sophisticated purchasers. Purchasers of the Notes
represented to the Company that the Notes and the Common Stock convertible for
the Notes were acquired for investment and not with a view to the distribution
thereof. The Notes contain restrictive legends providing that such securities
may not be sold except in compliance with the Securities Act of 1933, as
amended. The issuance was made in reliance upon the exemption from
registration provided by Section 4(2) and Regulation D of the Securities Act.
On February 1, 1998, 200,000 shares of Common Stock were issued to Steven
Atkinson, President of the Company for $.0002 per share as part of his
compensation arrangement. See "Certain Relationships and Related
Transactions".
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ITEM 27. EXHIBITS:
(a) Exhibits.
Number assigned in Regulation SB, Item 601.
<TABLE>
<C> <S>
1.1** Underwriting Agreement
1.2** Warrant Purchase Agreement
3.1** Restated and Amended Articles of Incorporation of the Company
3.2** Amended Bylaws of the Company
4.1 Form of Stock Certificate
4.2 Form of Underwriter Warrant
5.1 Opinion of Snyderburn Rishoi & Swann
9.1** Voting Trust Agreement Between Kathleen Crawford Meehan, Mary Jennifer
Crawford, James P. Crawford and Kathleen B. Crawford
10.1** Grove Scientific Company Agreement
10.2** Strategic Alliance Agreement Between Monsanto Enviro-Chem Systems,
Inc., and Crawford Equipment & Engineering Co., Inc.
10.3** License Agreement between James Crawford and the Company for the
patents dated January 1, 1998
10.4** Lease dated January 1, 1998 between James and Kathleen Crawford and
the Company
10.5** Form of Mortgage and Note between James and Kathleen Crawford and the
Company
10.6** Employment Agreement dated January 1, 1998 between James Crawford and
the Company
10.7** Employment Agreement dated January 1, 1998 between Kathleen Crawford
and the Company
10.8** Employment Agreement dated January 1, 1998, between Steven Atkinson
and the Company
10.9** Non-exclusive Sales Agreement between Emcotek Corporation and Crawford
Equipment and Engineering Company
10.10** Form of Lease Between James and Kathleen Crawford and the Company
10.11 Form of Sale Agreement and Assignment of Patents Between James P.
Crawford and the Company
10.12** Escrow Agreement
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of J. Rick Maloy, CPA
24.1 Power of Attorney
</TABLE>
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*To be supplied by amendment
**Previously filed
ITEM 28. UNDERTAKINGS:
(a) The undersigned registrant hereby undertakes to:
(1) file, during any period in which offers or sales are being made, a
post effective amendment to this registration statement:
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");
(ii) reflect in the prospectus any facts or events which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
II-2
<PAGE>
(iii) include any additional or changed material information with
respect to the plan of distribution.
(2) for determining any liability under the Act, treat each such post-
effective amendment shall be deemed to be a new registration relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) file a post-effective amendment to remove from registration any of
the securities being registered which remain unsold at the termination of
the offering.
(4) provide to the Underwriter at the Closing specified in the
Underwriting Agreement certificates in such denominations and registered in
such names as required by the Underwriter to permit prompt delivery to each
purchaser.
(b) Insofar as indemnification for liabilities arising under the 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 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 registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the small business issuer 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 whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
In accordance with the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this Registration Statement on Form
SB-2 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Orlando, State of Florida, on July 22, 1998.
II-3
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CRAWFORD EQUIPMENT AND ENGINEERING
COMPANY
By: /s/ James P. Crawford
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JAMES P. CRAWFORD
In accordance with the requirements of the Securities Act of 1933, as
amended, this registration statement was signed by the following person in the
capacities and on the dates stated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ James P. Crawford Chairman, Chief
- ------------------------------------- Executive Officer, July 31, 1998
JAMES P. CRAWFORD and Director
/s/ Kathleen B. Crawford Vice-President,
- ------------------------------------- Chief Financial July 31, 1998
KATHLEEN CRAWFORD Officer, Secretary,
and Director
/s/ Steven L. Atkinson
- ------------------------------------- President, Assistant July 31, 1998
STEVE ATKINSON Secretary, Director
/s/ C. David Cooper Director
- ------------------------------------- July 31, 1998
C. DAVID COOPER
/s/ Bruno A. Ferraro Director
- ------------------------------------- July 31, 1998
BRUNO A. FERRARO
/s/ William M. Dillard Director
- ------------------------------------- July 31, 1998
WILLIAM M. DILLARD
*By: /s/ James P. Crawford
- -------------------------------------
ATTORNEY-IN-FACT
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT EXHIBIT DESCRIPTIONS NUMBERED PAGE
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<C> <S> <C>
1.1 Underwriting Agreement
1.2 Warrant Purchase Agreement
3.1** Restated and Amended Articles of Incorporation of the
Company
3.2** Amended Bylaws of the Company
4.1 Form of Stock Certificate
4.2 Form of Underwriter Warrant
5.1** Opinion of Snyderburn Rishoi & Swann
9.1** Voting Trust Agreement Between Kathleen Crawford
Meehan, Mary Jennifer Crawford,
James P. Crawford and Kathleen B. Crawford
10.1** Grove Scientific Company Agreement
10.2** Strategic Alliance Agreement Between Monsanto Enviro-
Chem Systems, Inc., and Crawford Equipment &
Engineering Co., Inc.
10.3** License Agreement between James Crawford and the
Company for the patents dated January 1, 1998
10.4** Lease dated January 1, 1998 between James and Kathleen
Crawford and the Company
10.5** Form of Mortgage and Note between James and Kathleen
Crawford and the Company
10.6** Employment Agreement dated January 1, 1998 between
James P. Crawford and the Company
10.7** Employment Agreement dated January 1, 1998 between
Kathleen Crawford and the Company
10.8** Employment Agreement dated January 1, 1998, between
Steve Atkinson and the Company
10.9** Non-exclusive Sales Agreement between Emcotek
Corporation and Crawford Equipment and Engineering
Company
10.10** Form of Lease Between James and Kathleen Crawford and
the Company
10.11** Form of Sale Agreement and Assignment of Patents
Between James P. Crawford and the Company
10.12 Escrow Agreement
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of J. Rick Maloy, CPA
24.1 Power of Attorney
</TABLE>
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*To be supplied by amendment
**Previously filed
<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, in order to
register under the Securities Act of 1933 a total of 1,000,000 shares of the
Common Stock, par value $.0002 per share, of the Company (the "Shares").
We are of the opinion that the Shares have been duly authorized and, upon
issuance in conformity with and pursuant to the Registration Statement, and
receipt by the Company of the purchase price therefor as specified in the
Registration Statement the Shares will be legally and validly issued, fully paid
and non-assessable.
We consent to the inclusion in this Registration Statement on Form SB-2 of
this opinion and to the reference to our firm 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.
Orlando, Florida J. RICK MALOY, C.P.A.
July 31, 1998
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Crawford Equipment and Engineering Company, a Florida
corporation, hereby constitute and appoint James P. Crawford, as his true and
said attorney-in-fact, for him and in his name, place and stead in any and all
capacities to sign each Registration Statement, and to file this Registration
Statement and each Amendment so signed with all exhibits thereto and any and all
documents in connection therewith with the Securities and Exchange Commission,
hereby granting unto said attorneys-in-fact full power and authority to do and
perform any and all acts and things requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might do in
person, hereby ratifying and confirming all that said attorneys-in-fact may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on
June 5, 1998.
Signature Title Date
James P. Crawford Chairman, Chief Executive
Officer June 5, 1998
Steven Atkinson President and Director June 5, 1998
Kathleen Crawford Vice President, Secretary,
Treasurer, and Director June 5, 1998
C. David Cooper Director June 5, 1998
Bruno A. Ferraro Director June 5, 1998
William Dillard Director June 5, 1998
