AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MARCH 17, 2000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------------------------------
FORM SB-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------------------------------------------
AMERICAS POWER PARTNERS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
COLORADO 7371 05-0499526
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL CLASSIFICATION IDENTIFICATION NO.)
INCORPORATION OR CODE NUMBER)
ORGANIZATION
</TABLE>
AMERICAS POWER PARTNERS, INC.
105 EAST FIRST, SUITE 101
HINSDALE, ILLINOIS 60521
(630) 325-9101
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CHUHAK & TECSON, P.C.
225 WEST WASHINGTON STREET, SUITE 1300
CHICAGO, IL 60606-3418
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
WITH COPIES TO:
<TABLE>
<S> <C>
NADEAU & SIMMONS, P.C. BERSCH ACCOUNTING
1250 TURKS HEAD BUILDING 633 W. WISCONSIN AVENUE
PROVIDENCE, RI 02903 SUITE 610
401-272-5800 MILWAUKEE, WI 53203
414-272-8800
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF
PROPOSED SALE TO THE PUBLIC:
As soon as practicable after approval.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box. [X]
If the securities being registered on this form are being offered in connection
with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement number 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,
check the following box. [ ] _________________
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.
Disclosure alternative used (check one):
Alternative 1 ( ) Alternative 2 (X)
-------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES TO AMOUNT TO OFFERING AGGREGATE AMOUNT OF
BE REGISTERED BE REGISTERED PRICE PER OFFERING PRICE REGIST. FEE
SHARE
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,400,000(1) $4.46 per $10,700,000(1) $3,691.00
No Par value share
- --------------------------------------------------------------------------------
</TABLE>
(1) This offering registers shares previously sold. The securities will be
sold at their market price on the Over-the-Counter Electronic Bulletin
Board when sold. Accordingly, the registration fee has been calculated in
accordance with Rule 457(c) of the Securities Act and based upon certain
shares of common stock ("Americas Power Partners Common Stock"). The
average of the bid and asked price as of March 15, 2000 was $4.46.
- ------------------------------------------------------------------------------
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE
SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE
BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
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.
Subject to Completion Dated March 17, 2000
AMERICAS POWER PARTNERS, INC.
2,400,000 SHARES
COMMON STOCK
This Prospectus relates to up to 2,400,000 shares of common stock, no par value
(the "Common Stock") of Americas Power Partners, Inc. (the "Company" or
"Registrant"), whose corporate address is 105 East First, Suite 101, Hinsdale,
IL 60521. All of the shares (collectively the "Shares") of the Company offered
hereby are to be sold for the accounts of the selling shareholders set forth
herein (the "Selling Shareholders"). The Company will not receive any of the
proceeds from the sale of the Shares by the Selling Shareholders. The Company
estimates that total expenses of the offering will be approximately $75,000 in
connection with this offering ("Offering") of the Shares. (See "Selling
Shareholders" and "Plan of Distribution").
The Company's Common Stock is quoted on the Over-the-Counter Electronic Bulletin
Board stock symbol "APPN". The Company is subject to the reporting requirements
of Section 13 and 15(d) of the Exchange Act and is presently current in its
filed reports with the Securities and Exchange Commission.
INVESTMENTS IN THE SECURITIES INVOLVE A HIGH DEGREE OF RISK (SEE "RISK
FACTORS"). THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
<TABLE>
<S> <C>
Prospectus Summary .........................................................
Risk Factors................................................................
Year 2000 Problems May Have an Adverse Effect
Competition
Potential Fluctuations in Quarterly Operating Results
Limited Operating History
Dependence on Third-Party Suppliers
Patents, Trademarks and Proprietary Information
Rapid Technological Changes
Expansion
Government Regulation
Dependence on Key Personnel
Control by Principal Shareholders, Officers and Directors
Issuance of Preferred Stock
Trading Market; Volatility of Stock Price
Possible Need for Additional Financing
Indemnification of Officers and Directors
Dependence Upon Outside Advisors
Rule 144 Sales
Use of Proceeds.............................................................
Dilution ...................................................................
Dividend Policy ............................................................
Business ...................................................................
Management's Discussion and Analysis of Financial Condition and
Results of Operations .....................................................
Management .................................................................
Certain Transactions .......................................................
Principal Shareholders .....................................................
Description of Capital Stock ...............................................
Plan of Distribution .......................................................
Agreements with Armstrong ..................................................
Investor Relations Arrangements ............................................
Legal Matters ..............................................................
Experts ....................................................................
Additional Information .....................................................
Financial Statements .......................................................F-1
</TABLE>
CROSS REFERENCE PAGE REQUIRED BY
REGULATION S-K ITEM 501(b)
<TABLE>
<CAPTION>
CAPTION OR LOCATION
ITEM IN FORM SB-1 IN PROSPECTUS
----------------------------------------- -------------------
<S> <C> <C>
1. Information Required by Item 501 of Regulation S-B.... Front Cover
2. Information Required by Item 502 of Regulation S-B.... Inside Front Cover
3. Information Required by Item 503 of Regulation S-B.... Prospectus Summary;
Risk Factors
4. Use of Proceeds....................................... Prospectus Summary;
Use of Proceeds
5. Determination of Offering Price....................... Risk Factors;
Plan of Distribution
6. Dilution.............................................. Dilution
7. Selling Security Holders..............................
8. Plan of Distribution.................................. Plan of Distribution
9. Description of the Securities to be Registered........ Description of
Securities
10. Interest of Named Experts and Counsel................. Legal Matters
11. Information with Respect to the Registrant............
11(a)Information Required by Item 101 of Regulation S-B.... Description of
Business
11(b)Information Required by Item 102 of Regulation S-B.... Description of
Property
11(c)Information Required by Item 103 of Regulation S-B.... Litigation
11(d)Information Required by Item 201 of Regulation S-B.... Price Range of
Common Stock
11(e)Information Required Under Regulation S-B............. Financial Statements
11(f)Information Required by Item 301 of Regulation S-B.... Description of
Securities
11(g)Information Required by Item 302 of Regulation S-B.... N/A
11(h)Information Required by Item 303 of Regulation S-B.... Management's
Discussion
and Analysis
11(i)Information Required by Item 304 of Regulation S-B.... Experts
11(j)Information Required by Item 401 of Regulation S-B.... Management
11(k)Information Required by Item 402 of Regulation S-B.... Executive
Compensation
11(l)Information Required by Item 403 of Regulation S-B.... Principal
Stockholders
11(m)Information Required by Item 404 of Regulation S-B.... Certain Transactions
12. Information Required by Item 510 of Regulation S-B.... Indemnification of
Officers and
Directors
</TABLE>
<PAGE> 1
PART I
NARRATIVE INFORMATION REQUIRED IN PROSPECTUS
ITEM 1. INSIDE FRONT AND OUTSIDE BACK COVER PAGES OF
PROSPECTUS
See front and back cover pages of this Prospectus.
ITEM 2. SIGNIFICANT PARTIES
(a) The Company's directors:
<TABLE>
<CAPTION>
The directors and officers of the Company are as follows:
<S> <C> <C>
Name Title Age
David W. Pequet President & Director 48
Mark Margason Secretary, CEO 44
& Director
Theodore Bogard Vice President & Director 46
</TABLE>
(b) The Company's officers: See response to Item 2(a) above.
<PAGE> 2
<TABLE>
<CAPTION>
The officers of the Company are as follows:
<S> <C> <C>
Name Title Address
David Pequet Chairman and 105 E. First Street, Suite 101
Hinsdale, IL 60521
Mark Margason CEO and Secretary 105 E. First Street, Suite 101
Hinsdale, IL 60521
Theodore Bogard Vice President 1030 Eulalia Road, NE
Atlanta, GA 30319
</TABLE>
(c) The Company's general partners: None.
(d) Record owners of 5 percent or more of any class of the
Company's equity securities (common stock): See response to
Item 2(e) below.
(e) Beneficial owners of 5 percent or more of any class of the
Company's equity securities (common stock):
<TABLE>
<CAPTION>
<S> <C> <C>
Name Number of Shares
Beneficially Owned Percentage of Ownership
Merrill Armstrong 818,351 6.56%
Armstrong International 1,628,996 13.06%
Theodore Bogard 848,269 6.80%
<PAGE> 3
<S> <C> <C>
Name Number of Shares
Beneficially Owned Percentage of Ownership
Thomas Smith 1,719,698 13.78%
David W. Pequet 1,927,740 15.45%
Mark Margason 1,927,743 15.45%
</TABLE>
See also the information set forth under the heading "Principal
Shareholders" appearing elsewhere in this Prospectus.
(f) Promoters of the Company: See response to Item 2(a) above.
(g) Affiliates of the Company: See Items 2(a), (b), (d) and (f)
above.
(h) Counsel to the Company with respect to the proposed offering:
Nadeau & Simmons, P.C.
1250 Turks Head Building
Providence, RI 02903
(i) Each underwriter with respect to the proposed offering:
Not applicable.
(j) The underwriter's directors:
Not applicable.
(k) The underwriter's officers:
Not applicable.
(l) The underwriter's general partners:
Not applicable.
(m) Counsel to the underwriter:
Not applicable.
<PAGE> 4
ITEM 3. RELATIONSHIP WITH ISSUER OF EXPERTS NAMED IN
REGISTRATION STATEMENT
No expert named in this prospectus was paid on a contingent basis or had a
material interest in the Company or any of its subsidiaries or was connected
with the Company or any of its subsidiaries as a promoter, underwriter, voting
trustee, director, officer or employee.
ITEM 4. LEGAL PROCEEDINGS
Neither the Registrant nor any of its affiliates are a party, nor is any of
their property subject, to material pending legal proceedings or material
proceedings known to be contemplated by governmental authorities.
ITEM 5. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
Not applicable.
ITEM 6. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
The Company's Articles of Incorporation provide that a director of the Company
shall not be personally liable to the Company or any of its shareholders for
monetary damages for breach of fiduciary duty as a director, except liability
for the following:
(a) any breach of the director's duty of loyalty to the Company or its
shareholders;
(b) acts or omissions not in good faith or which involve gross negligence
intentional misconduct or a knowing violation of law;
(c) any unlawful distribution as set forth in the General Corporation Law
of the State of Colorado; or
(d) any transaction from which the director derived an improper personal
benefit.
These provisions may have the effect in certain circumstances of reducing the
likelihood of derivative litigation against directors. While these provisions
may eliminate the right to recover monetary damages from directors in various
circumstances, rights to seek injunctive or other non-monetary relief are not
eliminated.
The Company's By-laws provide for indemnification of the Company's directors to
the fullest extent permitted by law. The Company's Bylaws also permit the
Company, through action of the Board of Directors, to indemnify the Company's
officers or employees to the fullest extent permitted by law.
<PAGE> 5
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "1933 Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission (the "Commission") such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expensesincurred or paid by a director, officer or controlling
person of the Company in the successfuldefense of any action, suit or
proceeding) is asserted by such director, officer or controllingperson in
connection with the securities being registered, the Company 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 1933 Act and
will be governed by the final adjudication of such issue.
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by reference to, and should
be read in conjunction with, the more detailed information and the financial
statements, including the notes thereto, appearing elsewhere in this Prospectus.
THE COMPANY
This Summary of Business describes the overall operational plan for the Company
with respect to its development and operation of power plant systems.
Company Description
The Company will develop, own and operate power plant systems (steam, electric,
compressed air, chilled water and condensate return) for industrial,
institutional, and commercial clients. The Company has formed strategic
alliances with other companies in the areas of fuel supply, power plant
optimization, operations and maintenance and electric power marketing.
The Company optimizes utility costs for the end users by upgrading generation
facilities and providing solution for lower cost utilities. Through our
management team and strategic partners we provide the end-user: monetization of
existing power plant systems, competitive cost of power commodities, utility
systems upgraded to "Best in Class", reliable supply of utilities, and transfer
of operations and maintenance services.
The Company's corporate headquarters are located at 105 E. First Street,
Hinsdale, IL 60521. The Company's transfer agent is American Securities
Transfer, Inc., 1825 Lawrence Street, Ste 444 Denver, CO 80020 (303) 298-5370.
<PAGE> 6
THE OFFERING
The offering to which this Prospectus relates (the "Offering") consists of
2,400,000 shares of Common Stock.
RISK FACTORS
The securities offered hereby are speculative, involve a high degree of risk and
immediate and substantial dilution, and should not be purchased by investors who
cannot afford the loss of their entire investment. See "Risk Factors."
Forward-Looking Information
THIS FORM SB-1 AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY
AMERICAS POWER PARTNERS, INC. OR ITS REPRESENTATIVES CONTAIN STATEMENTS
WHICH MAY CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF
THE SECURITIES ACT OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FIFTEEN
U.S.C.A. SECTIONS 77Z-2 AND 78U-5 (SUPP. 1996). THOSE STATEMENTS INCLUDE
STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF AMERICAS
POWER PARTNERS, INC. AND MEMBERS OF ITS MANAGEMENT TEAM AS WELL AS THE
ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE BASED. PROSPECTIVE INVESTORS ARE
CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF
FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND THAT ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD-LOOKING
STATEMENTS. IMPORTANT FACTORS CURRENTLY KNOWN TO MANAGEMENT THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN FORWARD-LOOKING STATEMENTS
ARE SET FORTH IN THE SAFE HARBOR COMPLIANCE STATEMENT FOR FORWARD-LOOKING
STATEMENTS INCLUDED AS EXHIBIT 99.1 TO THIS FORM SB-1 AND ARE HEREBY
INCORPORATED HEREIN BY REFERENCE. THE COMPANY UNDERTAKES NO OBLIGATION TO
UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED ASSUMPTIONS,
THE OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES TO FUTURE OPERATING RESULTS
OVER TIME.
<PAGE> 7
YEAR 2000 PROBLEMS MAY HAVE AN ADVERSE EFFECT ON OPERATIONS
The Company utilizes a significant number of computer software programs and
operating systems across its entire organization. To the extent the Company's
software applications contain source codes that were unable to appropriately
interpret the calendar year 2000, some level of modification, or even possibly
replacement of such applications was necessary.
The Company intends to continue its efforts to seek reassurances regarding the
Year 2000 compliance of vendors, joint venture partners and content partners.
The costs incurred by the Company through December 1999 to address Year 2000
compliance were approximately $10,000.
The Company has not specifically tested software, including licensed software,
shareware, and freeware, obtained from third parties, but it has sought
assurances from its vendors that licensed software is Year 2000 Compliant.
The Company funded its Year 2000 plan from operating cash flows. We estimate
that costs incurred through December 31, 1999 in connection with Year 2000
compliance projects have not been material.
COMPETITION
At this time, the Company is in a highly competitive market with brand name
operators. It's success, therefore, must rely solely on the effective and
efficient promotion, operational support and sales of its services. The company
is engaged in a business with a high public profile and is directly competitive
with manufacturers and distributors of power plant systems.
POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS
The Company's business and prospects must be considered in light of the risks,
expenses and difficulties frequently encountered by companies in their early
stage of development. Such risks for the Company include, but are not limited
to, an evolving and unpredictable business model, management of growth, the
Company's ability to anticipate and adapt to a developing market and unforeseen
changes and developments in the Company's strategic partners' activities and
direction. To address these risks, the Company must, among other things,
implement and successfully execute its business strategy, continue to develop
and upgrade its technology, provide superior client service, respond to
competitive developments and attract, retain and motivate qualified personnel
and meet the expectations of its strategic partners. There can be no assurance
that the Company will be successful in addressing such risks, and the failure to
do so could have a material adverse effect on the Company's business, prospects,
financial condition and results of operations.
<PAGE> 8
LIMITED OPERATING HISTORY
As a result of the Company's limited operating history and the emerging nature
of the markets in which it competes, the Company may not be able to accurately
predict its revenues. The Company expects to experience significant fluctuations
in its future quarterly operating results due to a variety of factors, many of
which are outside the Company's control. Factors that may adversely affect the
Company's quarterly operating results include (i) the Company's ability to
retain and attract clients, (ii) the level of competition in the power plant
industry, (iii) the Company's ability to upgrade and develop its systems and
infrastructure and attract new personnel in a timely and effective manner,
(iv) the amount and timing of operating costs and capital expenditures relating
to expansion of the Company's business, operations and infrastructure, (v)
governmental regulation, and (vi) general economic conditions and economic
conditions specific to the power plant industry.
PATENTS, TRADEMARKS AND PROPRIETARY INFORMATION
The Company may apply for United States patents related to its business. The
Company also has applied for trademark protection in the United States for the
name AMERICAS POWER PARTNERS, INC. There can be no assurance as to the breadth
or degree of protection which existing or future patents or trademarks, if any,
may afford the Company, that any patent or trademark applications will result in
issued patents or trademarks, that the Company's patents or trademarks will be
upheld, if challenged, or that competitors will not develop similar or superior
methods or products outside the protection of any patent issued to the Company.
Although the Company believes that its potential patent and trademarks and the
Company's products do not and will not infringe patents or trademarks or violate
the proprietary rights of others, it is possible that the Company's existing
patent or trademark rights may not be valid or that infringement of existing or
future patents, trademarks or proprietary rights may occur. Failure to do any
of the foregoing could have a material adverse effect upon the Company. In
addition,there can be no assurance that the Company will have the financial or
other resources necessaryto enforce or defend a patent or trademark infringement
or proprietary rights violation action which may be brought against it.
Moreover, if the Company's products infringe patents, trademarks or proprietary
rights of others, the Company could, under certain circumstances, become liable
for damages, which also could have a material adverse effect on the Company.
EXPANSION
The Company's proposed expansion will also require the implementation of
enhanced operational and financial systems and will require additional
management, operational and financial resources. Failure to implement these
systems and add these resources could have a material adverse effect on the
Company's results of operations and financial condition. There can be no
assurance that the Company will be able to manage its expanding operations
effectively or that it will be able to maintain or accelerate its growth. In
addition, there can be no assurance of the viability of the Company's products
in new geographic regions or particular local markets.
<PAGE> 9
GOVERNMENT REGULATION
The Company must comply with state laws and a wide range of other state and
local rules and regulations applicable to their businesses. See "Company
Business--Government Regulation." Continued compliance with this broad federal,
state and local regulatory network is essential and costly, and the failure to
comply could have a material adverse effect on the Company. Violations of laws
and/or state laws and regulations governing substantive aspects of doing
business in a particular state could subject the Company and its affiliates to
rescission offers, monetary damages, penalties, imprisonment and/or injunctive
proceedings.
DEPENDENCE ON KEY PERSONNEL
The Company's future success depends in large on part of the continued service
of its key marketing and management personnel and on its ability to continue to
attract an retain qualified employees. The competition for such personnel is
intense, and the loss of key employees could have a material effect on the
Company's financial condition and results of operations.
CONTROL BY PRINCIPAL SHAREHOLDERS, OFFICERS AND DIRECTORS
The Company's principal shareholders, officers and directors will beneficially
own approximately sixty-four percent (64%) of the Company's Common Stock. As a
result, such persons may have the ability to control the Company and direct its
affairs and business. Such concentration of ownership may also have the effect
of delaying, deferring or preventing change in control of the Company. See
"Principal Stockholders."
ISSUANCE OF PREFERRED STOCK MAY ADVERSELY AFFECT HOLDERS OF
COMMON STOCK OR DELAY OR PREVENT CORPORATE TAKE-OVER
The Company's Articles of Incorporation provide that preferred stock may be
issued by the Company from time to time in one or more series. The Board of
Directors of the Company is authorized to determine the rights, preferences,
privileges and restrictions granted to and imposed upon any wholly unissued
series of preferred stock and the designation of any such shares, without any
vote or action by the Company's shareholders. The Board of Directors may
authorize and issue Preferred stock with voting power or other rights that could
adversely affect the voting power or other rights of the holders of Common
Stock. In addition, the issuance of preferred stock could have the effect of
delaying, deferring or preventing a change in control of the Company, because
the terms of preferred stock that might be issued could potentially prohibit the
Company's consummation of any merger, reorganization, sale of substantially all
of its assets, liquidation or other extraordinary corporate transaction without
the approval of the holders of the outstanding shares of the preferred stock.
<PAGE> 10
TRADING MARKET; POTENTIAL VOLATILITY OF STOCK PRICE
There has been little public market for the Common Stock, and there can be no
assurance that an active trading market will develop or be sustained. At a
future date, provided a public market for the stock does develop, the market
price of the shares of Common Stock is likely to be highly volatile and may be
significantly affected by factors such as fluctuations in the Company's
operating results, announcements of technological innovations or new products
and/or services by the Company or its competitors, governmental regulatory
action, developments with respect to patents or proprietary rights and general
market conditions. In addition, the stock market has from time-to-time
experienced significant price and volume fluctuations that are unrelated to the
operating performance of particular companies.
POSSIBLE NEED FOR ADDITIONAL FINANCING
The ultimate success of the Company may depend upon its ability to raise
additional capital. The Company has not investigated the availability, source,
or terms that might govern the acquisition of additional capital and will not do
so until it determines a need for additional financing. If additional capital
is needed, there is no assurance that funds will be available from any source
or, if available, that they can be obtained on terms acceptable to the Company.
If not available, the Company's operations will be limited to those that can be
financed with its modest capital.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Articles of Incorporation provide for the indemnification of its
directors, officers, employees, and agents, under certain circumstances, against
attorney's fees and other expenses incurred by them in any litigation to which
they become a party arising from their association with or activities on behalf
of the Company. The Company will also bear the expenses of such litigation for
any of its directors, officers, employees, or agents, upon such person's promise
to repay the Company therefor if it is ultimately determined that any such
person shall not have been entitled to indemnification. This indemnification
policy could result in substantial expenditures by the Company which it will be
unable to recoup.
DEPENDENCE UPON OUTSIDE ADVISORS
To supplement the business experience of its officers and directors, the Company
may be required to employ consultants or advisors. It is anticipated that such
persons may be engaged on an "as needed" basis without a continuing fiduciary or
other obligation to the Company.
RULE 144 SALES
Certain of the outstanding shares of Common Stock held by present stockholders
are "restricted securities" within the meaning of Rule 144 under the Securities
Act of 1933, as amended.
<PAGE> 11
As restricted shares, these shares may be resold only pursuant to an effective
registration statement or under the requirements of Rule 144 or other applicable
exemptions from registration under the Act and as required under applicable
state securities laws. Rule 144 provides in essence that a person who has held
restricted securities for a prescribed period may, under certain conditions,
sell every three months, in brokerage transactions, a number of shares that does
not exceed the greater of 1.0% of a company's outstanding common stock or the
average weekly trading volume during the four calendar weeks prior to the sale.
As a result of revisions to Rule 144 which became effective on or about
April 29, 1997, there will be no limit on the amount of restricted securities
that may be sold by a nonaffiliate after the restricted securities have been
held by the owner for a period of two years. A sale under Rule 144 or under
any other exemption from the Act, if available, or pursuant to subsequent
registrations of shares of Common Stock of present stockholders, may have a
depressive effect upon the price of the Common Stock in any market that may
develop.
FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements, as
well as the reported amounts of revenues and expenses during the reporting
period. Amounts affected by these estimates include, but are not limited to, the
estimated useful lives, related amortization expense and carrying values of the
Company's intangible assets and capitalized software development costs. Changes
in the status of certain matters or facts or circumstances underlying these
estimates could result in material changes to these estimates, and actual
results could differ from these estimates.
DISCLOSURE RELATING TO LOW-PRICED STOCKS
As long as the trading price of the Common Stock is less than US$5.00 per share,
trading in the Common Stock in the US secondary market is subject to certain
rules promulgated under the Securities Exchange Act of 1934, which rules require
additional disclosure by broker-dealers in connection with any trades involving
a stock defined as a "penny stock" (generally, any non-NASDAQ equity security
that has a market price of less than US$5.00 per share, subject to certain
exceptions). Such rules require the delivery, prior to any penny stock
transaction, of a disclosure schedule explaining the penny stock market and the
risks associated therewith, and impose various sales practice requirements on
broker-dealers who sell penny stocks to persons other than established customers
and accredited investors. For these types of transactions, the broker-dealer
must make a special suitability determination for the purchaser and have
received the purchaser's written consent to the transactions prior to sale. The
additional burdens imposed upon broker-dealers by such requirements may
discourage broker-dealers from effecting transactions in the Common Stock, which
could severely limit the market liquidity of the Common Stock and the ability of
stockholders to sell the Common Stock in the US secondary market.
<PAGE> 12
USE OF PROCEEDS
The Company will not realize any of the proceeds of their Offering.
CAPITALIZATION
The following is the capitalization of the Company as of March 17, 2000.
<TABLE>
<CAPTION>
AMOUNT TO BE
AMOUNT AMOUNT OUTSTAND. UPON
TITLE OF CLASS AUTHORIZ. OUTSTAND. ISSUANCE OF ALL
SHARES
- ----------------------------- --------- --------- ---------------
<S> <C> <C> <C>
Common Stock no par value 40,000,000 8,394,600 12,475,699
Preferred Stock 10,000,000 2,709,519 2,709,519
</TABLE>
DILUTION
The Company's shareholders will not realize any dilution from this Offering.
SELLING SHAREHOLDERS
THE OFFERING
An aggregate of up to 2,400,000 Shares of the Company's Common Stock, no par
value per share, may be offered by the Selling Shareholders who had
previously been issued "restricted" shares by the Company and who will be
entitled to sell up to 2,400,000 Shares of the Company's Common Stock offered
herein by this Prospectus.
The following table sets forth certain information with respect to the Selling
Shareholders, persons or entities for whom the Company is registering for resale
to the public, either the Shares of the Company's Common Stock which such
persons or entities own.
The following table reflects such person's or entities' ownership as of
March 17, 2000.
<PAGE> 13
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL MAX.
NAME OF OWNER. OF PERCENT NO. TO
HOLDERS SHARES OF CLASS BE SOLD
- --------------- ----------- --------------- -------
<S> <C> <C> <C>
ABACO
c/o Jim Brennan
735 Broad Street
Chattanooga TN
37402 50,000
Elisabeth Alofsin
C/O Peter J. Alofsin
275 Promenade Street,
Ste. 300
Providence RI 02908 500
Peter J. Alofsin
275 Promenade Street,
Ste. 300
Providence RI 02908 500
Timothy Alsheimer
Four Winds Bellevue Ave
Newport RI 02840 100
Vince Arcello
651 W. Main Rd.
Middletown RI 02842 100
Merrill Armstrong
2081 E. Ocean Blvd
Stuart FL 34996 73,465
Armstrong Intl.
2081 E. Ocean
Stuart FL 34996 158,360
Terry Badger
85 Summer Street
Oakland ME 04963 500
Sherman Barnett
8272 Gateway
El Paso TX 79907 33,000
Mark Beall
12790 Atlantic Avenue
Lakewood CO 80228 500
Jim Beznick 36,194
Robert J. Beuchler
The Principal Group
102 S. Tejon Street,
Ste. 300
Colorado Springs CO
80903 500
<PAGE> 14
David J. Binkowski
Bink, Inc.
3808 South Sherman Street
Englewood CO 80110 500
David E. Blake
9108 Brompton Ct.
Raleigh NC 27615
5,520
Thomas H. Blaney II
201 Line Road
Bellemead NJ 08502 100
Doug Bloss
2081 E. Ocean Blvd.
Stuart FL 34996 29,023
Theodore Bogard
1030 Eulalia Rd
Atlanta GA 30319 150,000
Robert Borday
4 Wolcott Avenue
Jamestown RI 02835 100
Boza Management Co.
6299 Paseo de Republica
Mira Flores, Lima 18
Peru 402,126
Thomas Darrell Carico
C/O Ricky D. Wolfe
322 Savannah Ave.
Statesboro GA 30458 2,000
Benjamin Chou
20316 Rosemeadow Ct.
Gaithersburg MD 20882 100
John H. Cox
The Provident
5613 DTC Parkway, Ste. 150
Englewood CO 80111 500
Kevin Dermody
Emerald Investments
15 W. Jefferson Street
Naperville IL 60540
10,000
<PAGE> 16
Duncan Associates
Duncan Assoc. LLC
3211 Victor Reiter Blvd.
Portland TN 37148
46,680
Michael L. Ebert
Ebert & Rehorn
4455 E. Camelback, Ste. E-180
Phoenix AZ 85018 500
Charles Ellsworth
1158 Eudora Street
Denver CO 80209 500
Jack W. Eversull
The Eversull Group
5728 LBJ Freeway,
Ste. 200
Dallas TX 75240 100
Gary Fencik
1134 W. Schubert
Chicago IL 60614
12,095
Arthur Frank
30 Mongenais St.
Providence RI 02909 100
Frank Frankini
135 W. View
Lombard IL 60148 11,800
Amy Hand
2965 S. Williams
Denver CO 80210 500
David Hand
2965 S. Williams
Denver CO 80210 500
Craig Hart
7014 E. Camelback Rd.
No. 580
Scottsdale AZ 85251 100
Margaret Heath
357 Harris Hill Rd.
Poland ME 04274 500
<PAGE> 17
Don Hejmanowski
2013 Torwood Circle
Plainfield IL 60544 100
Thomas Henry
2999 Brynmawr
Portage MI 49024 10,000
Patrick Hillegas
141 W. Jackson Blvd
Chicago IL 60661 5,000
Roger Huglion
255 W. 84th St. Apt. 3B
New York NY 10024 100
James W. Johnson
1225 E. Commodore Place
Tempe AZ 85283 500
Robert B. Johnson
California Federal
1225 E. Commodore Place
Tempe AZ 85283 500
Mark Johnson
957 Snyder Lane
Walnut Creek CA 94598
22,289
Ning Luh
12925 Creamery Hill Drive
Germantown MD 20874 100
Pasquale Maiorino
c/o Platz Associates
Two Great Falls Plaza
Auburn ME 04210 2,000
Margason Family
Limited Partnership
614 S. Bodin
Hinsdale IL 60521 150,000
Mercer Investments, LLC
One Union Square
Suite 510
Chatanooga TN 37402 56,138
<PAGE> 18
Steven Merrell
C/O Lewis F. Merrell
3313 Riley
Plano TX 75025 500
Amanda Merrell
C/O Lewis F. Merrell
3313 Riley
Plano TX 75025 500
Matthew Merrell
C/O Lewis F. Merrell
3313 Riley
Plano TX 75025 500
Lewis F. Merrell
3313 Riley
Plano TX 75025 4,400
Joyce Merrell
3313 Riley
Plano TX 75025 4,400
Millennium Venture Management
6299 Paseo de Republica
Mira Flores, Lima 18
Peru 177,436
Adrian Mosley
Poy Hall
The Coach House
Penistone Road
Highflatis Hudersfield
HD8XU England 5,500
MPI Venture Management
105 East First St
Hinsdale IL 60521 90,000
Lane G. Neville
3300 N. Central, Ste. 750
Phoenix AZ 85012 500
Rodney O'Connor
Cameron Assoc. Inc.
640 5th Ave
15th Floor
New York NY 10019
28,191
<PAGE> 19
Hunter Pell
C/O Lewis F. Merrell
3313 Riley
Plano TX 75025 500
Jessica Pell
C/O Lewis F. Merrell
3313 Riley
Plano TX 75025 500
Pequet Family
Limited Partnership
105 East First St #101
Hinsdale IL 60521 150,000
Perlsco, LLC
c/o Joe Hill
P.O. Box 4216
Greenwich CT 06831 26,961
Peter Pescosolido
374 Commonwealth Rd.
Wayland MA 01778 1,000
John Petruney
66 Haskell St.
Beverly Farms MA 01915 100
Michael G. Pfalmer
Rampart Distribution
Colorado Springs CO 80909 500
Thomas Platz
c/o Platz Associates
Two Great Falls Plaza
Auburn ME 04210 2,000
Dyer Powell
R.J. Steichen Securities
10 Division Arcade
Buffalo MN 55313 500
Paul Raducha
Exercycle Corporation
667 Providence Street
Woonsocket RI 02895 100
Arlice E. & Maxine N. Rains
917 Mockingbird Drive
Chattanooga TN 37412
7,741
<PAGE> 20
Richard Reavis
651 W. Main Rd.
Middletown RI 02842 100
Jeff Revious
761 Garfield
Denver CO 80206 500
Romeo Rubitaille
53 Slade St.
Pawtucket RI 02688 100
Jack Santos
466 Great Rd.
Lincoln RI 02865 100
Chad Schultz
Donaldson, Lufkin, Jenrette
200 W. Madison Suite 1700
Chicago IL 60606
12,095
Raymond Shea
32 Juniper Lane
Holden MA 01520 100
James R. Simmons
Nadeau & Simmons
1250 Turks Head Building
Providence RI 02903 1,000
Amy Simmons
C/O Jim Simmons
1250 Turks Head Building
Providence RI 02903 1,000
Andy Small
39 School St.
Newport RI 02840 100
David Smith
3 Restmere Terrace
Middletown RI 02842 100
Glen Smith
1 Sunset Hill RD.
Middletown RI 02842 100
Peter Stein
400 East 58th Street #8C
New York NY 10022
12,095
<PAGE> 21
Sean Sullivan
7 Colonial Dr.
Middletown RI 02840 100
Stephanie Thatcher
C/O Thomas S. Thatcher
2321 Juniper Lane
Amarillo TX 79109 500
Steven B. Thatcher
85 Newbury Street
Boston MA 02116 500
Michael T. Thatcher
C/O John J. Wallace, Jr.
17 W. Cheyenne Mtn. Blvd.
Colorado Springs CO 80906 500
Seth T. Thatcher
C/O Thomas S. Thatcher
2321 Juniper Lane
Amarillo TX 79109 500
JoAnn Thatcher
2321 Juniper Lane
Amarillo TX 79109 1,000
Thomas S. Thatcher
2321 Juniper Lane
Amarillo TX 79109 1,000
Mills T. Thatcher
5 Julia Court
Portsmouth RI 02871 5,000
Grayson S. Thatcher
5 Julia Court
Portsmouth RI 02871 5,350
Jennifer M. Thatcher
5 Julia Court
Portsmouth RI 02871 6,000
Mark T. Thatcher
5 Julia Court
Portsmouth RI 02871 400,000
<PAGE> 22
Randall Veselik
Emerald Investments
15 W. Jefferson
Naperville IL 60540
10,000
Dr. Sudesh K. Vohra
40 Hibbard Road
Winnetka IL 60093
50,000
Meredith Wallace
17 W. Cheyenne Mtn. Blvd.
Colorado Springs CO 80906 4,400
John J. Wallace, Jr.
17 W. Cheyenne Mtn. Blvd.
Colorado Springs CO 80906 4,400
Jay Weibel
29 Bowens Wharf
Newport RI 02840 600
Welsh Investments
1500 Market Street
32nd Floor
3200 Center Square West
Philadelphia PA 19102 27,976
Johanna Werner
2123 Stanford Avenue
St. Paul MN 55105 3,000
Patrick J. Werner
903 St. Clair
St. Paul MN 53105 3,000
Anthony M. Werner
3701 E. Cactus Creek Court
Highlands Ranch CO 80126 3,000
Kevin Werner
3175 Limerick Lane
Sheboygan WI 53080 5,000
Mary Belle Werner
2620 N. 40th Street
Sheboygan, WI 53083 6,300
Christopher Anthony Werner
924 South Monroe Street
Hinsdale IL 60522 10,500
<PAGE> 23
Mary Elizabeth Werner
924 South Monroe Street
Hinsdale IL 60522 10,850
Paula Werner-Kletzein
2026 N. 6th Street
Sheboygan WI 53083 3,000
Gretchen Werner-Schuttey
9704 Old Barn Rd.
Meqoun WI 53072 3,000
Whoppers Four LLC
10333 North River Trail
Knoxville TN 37922
5,515
Adeline Wolfe
322 Savannah Avenue
Statesboro GA 30458 1,000
Grant Wolfe
322 Savannah Avenue
Statesboro GA 30458 1,000
Ricky D. Wolfe
322 Savannah Avenue
Statesboro GA 30458 2,000
Camille Wolfe
322 Savannah Avenue
Statesboro GA 30458 2,000
Zenith Holdings LTD
P.O. Box 5052
Oak Brook IL 60522 20,000
Totals 2,400,000
</TABLE>
<PAGE> 24
DIVIDEND POLICY
The Company expects to retain its earnings to finance further growth and, when
appropriate, retire existing debt. As a result, the Directors of the Company
expect that, for the foreseeable future, the Company will not declare or pay any
dividends on any of its shares.
BUSINESS
GENERAL
Americas Power Partners, Inc. (the "Company") was formed to develop, optimize,
own and operate power plant systems (steam, electric, compressed air, water
and waste water) for industrial, institutional and commercial clients. The
Company has strategic alliances with industry leaders, in the areas of power
plant optimization, water and waste water management, operations and
maintenance, fuel supply and electric power marketing. The Company's key
alliance with Armstrong Services Inc. (ASI), provides the client with the
experience, quality and commitment of a company that has a 100 year history as a
supplier of steam equipment and services to the power industry. The Company's
management team has extensive industry experience in power development, steam
system implementation and financing of power plant systems.
<PAGE> 25
The Company has two distinct products that target the energy needs of the
industrial, institutional and commercial market.
- - Utility Optimization
- - Utility Monetization
The Company optimizes utility costs for customers by upgrading generation
facilities and providing solutions for lower cost utilities. Through the
Company's expert management team and strategic partners, they provide:
(i) monetization of existing power plant systems competitive cost of power
commodities; and (ii) utility systems upgraded to "Best in Class" reliable
supply of utilities and transfer of operations and maintenance services.
Customers can focus on their "Core Business" while the Company and its partners
focus on their "Core Business", Energy.
Utility Optimization Utility systems (steam, electric, air, water and
condensate return) are upgraded to optimum levels and sustained by the Company
and its partners under a utility optimization program. This program is
completely funded by the Company through a utility optimization and services
agreement.
STRUCTURE
- -The agreement is categorized as a maintenance contract with improvements for
utility systems.
- -The term of this agreement is generally for a period of 3 to 5 years.
- -The payments for this agreement will be made monthly.
- -The payment will cover both the system improvements and maintenance costs.
- -At the termination of the agreement, the customer owns the system improvements.
- -The maintenance portion of the agreement can be extended at termination.
- -The first payment will be due at completion of all system improvements.
- -Additional system improvements will be analyzed and implemented at the
customer's discretion.
UTILITY MONETIZATION
DESCRIPTION
Utility Monetization the Company will purchase the power plant assets for a
specified value, incorporate site improvements in power production, distribution
and sell applicable power commodities (Steam, electric, air, water and waste
water) to the customer at or below their current total costs. In some cases
these payments can be based on the customers product produced.
<PAGE> 26
STRUCTURE
- -The existing power plant system is purchased.
- -The power plant and utility systems are upgraded and improved.
- -The Company will own the utility system for a period of 10 to 20 years.
- -Utility services will be provided to the customer for a cost equated to product
produced if applicable.
- -The Company will operate and maintain the power plant and utility system.
- -The Company will coordinate this sensitive issue to meet customer requirements.
- -Future savings opportunities will be implemented and shared with the customer
on a 50/50 basis.
- -The facility will be maintained at optimum levels.
- -All utility costs will be coordinated, processed and paid by the Company.
- -Commodity price risk (fuel, electricity, water, etc.) is handled through a
price management structure coordinated between the Company and the customer.
- -The power plant and utility system will be certified and maintained as "Best
in Class".
Management
The directors and officers of Americas Power Partners, Inc. are as follows:
Name Age Position
David Pequet 48 Chairman and President
Mark Margason 44 CEO and Secretary
Theodore Bogard 46 Vice President
<PAGE> 27
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
December 31, 1999
=====================================
SIX MONTHS ENDING DECEMBER 31, 1999
=====================================
Except for historical information, the discussion in this Form SB-1 contains
forward-looking statements that involve risks and uncertainties. These
statements may refer to the Company's future plans, objectives, expectations
and intentions. These statements may be identified by the use of words such as
"expect", "anticipate", "believe", "intend", "plan" and similar expressions.
The Company's actual results could differ materially from those anticipated in
such forward-looking statements. Factors that could contribute to these
differences include, but are not limited to, the risks discussed in the section
titled "Market Risks and other Business Factors" later in this Form SB-1.
Completion of the Merger
Oak Brook Capital II, Inc. ("Oak Brook") was incorporated under the laws of the
State of Colorado on May 15, 1998. It was incorporated as a "blind pool" or
"blank check" company for the purpose of seeking to acquire one or more
properties or businesses. Oak Brook elected to voluntarily file a registration
statement in order to become a reporting company under the Securities Exchange
Act of 1934, as amended (the "34 Act").
On August 17 1999, Oak Brook's sole officers and directors executed a Plan of
Merger Agreement (the "Plan') with the Company whereby the Company's
shareholders agreed to receive one (1) share of Oak Brook common stock for
every one (1) share they held.. The transaction with Oak Brook was a private
placement transaction in reliance upon an exemption from registration under the
Securities Act of 1933.
The transaction resulted in a change in control of Oak Brook because following
its exchange of the Shares, the Company's shareholders owned approximately
94.039% of the issued and outstanding Common Stock of the Company.
<PAGE> 28
RESULTS OF OPERATIONS
MARKET RISKS AND OTHER BUSINESS FACTORS
In passing the Private Securities Litigation Reform Act of 1995 (the "Reform
Act"), 15 U.S.C.A. Sections 77z 2 and 78u 5 (Supp. 1996), Congress encouraged
public companies to make "forward looking statements" by creating a safe harbor
to protect companies from securities law liability in connection with forward
looking statements. The Company intends to qualify both its written and oral
forward looking statements for protection under the Reform Act and any other
similar safe harbor provisions.
"Forward looking statements" are defined by the Reform Act. Generally, forward
looking statements include expressed expectations of future events and the
assumptions on which the expressed expectations are based. All forward looking
statements are inherently uncertain as they are based on various expectations
and assumptions concerning future events and they are subject to numerous known
and unknown risks and uncertainties which could cause actual events or results
to differ materially from those projected. Due to those uncertainties and risks,
the investment community is urged not to place undue reliance on written or oral
forwardlooking statements of the Company. The Company undertakes no obligation
to update or revise this Safe Harbor Compliance Statement for Forward Looking
Statements (the "Safe Harbor Statement") to reflect future developments. In
addition, the Company undertakes no obligation to update or revise forward
looking statements to reflect changed assumptions, the occurrence of
unanticipated events or changes to future operating results over time.
The Company provides the following risk factor disclosure in connection with its
continuing effort to qualify its written and oral forward looking statements for
the safe harbor protection of the Reform Act and any other similar safe harbor
provisions. Important factors currently known to management that could cause
actual results to differ materially from those in forward looking statements
include the disclosures incorporated herein by reference and set forth in Item
5, Other Information, Business Plan, of Form 8-K/A, filed on October 29, 1999
with the Securities and Exchange Commission ("SEC") and also include the
following:
<PAGE> 29
Liquidity
The Company is considering the sale of equity in connection with a secondary
offering later in 2000. The Company does not have any underwriting commitments
for such sale of equity. There can be no assurance that any such sale will close
by such date or at all or that the Company will continue to consider such an
offering.
Litigation And Government Investigations
Numerous federal and state civil and criminal laws govern energy and power plant
development and operation activities. In general, these laws provide for various
fines, penalties, multiple damages, assessments and sanctions for violations.
Evolving Industry Standards; Rapid Technological Changes
The Company's success in its business will depend in part upon its continued
ability to enhance its existing products and services, to introduce new products
and services quickly and cost effectively to meet evolving customer needs, to
achieve market acceptance for new product and service offerings and to respond
to emerging industry standards and other technological changes. There can be no
assurance that the Company will be able to respond effectively to technological
changes or new industry standards. Moreover, there can be no assurance that
competitors of the Company will not develop competitive products, or that any
such competitive products will not have an adverse effect upon the Company's
operating results.
Moreover, management intends to continue to implement "best practices" and other
established process improvements in its operations going forward. There can be
no assurance that the Company will be successful in refining, enhancing and
developing its operating strategies and systems going forward, that the costs
associated with refining, enhancing and developing such strategies and systems
will not increase significantly in future periods or that the Company's existing
software and technology will not become obsolete as a result of ongoing
technological developments in the marketplace.
Volatility Of Stock Price
The Company believes factors such as the Company's liquidity and financial
resources, quarter to quarter and year to year variations in financial results
could cause the market price of the Company's common stock to fluctuate
substantially. Any adverse announcement with respect to such matters or any
shortfall in revenue or earnings from levels expected by management could have
an immediate and material adverse effect on the trading price of the Company's
common stock in any given period. As a result, the market for the Company's
common stock may experience material adverse price and volume fluctuations and
an investment in the Company'scommon stock is not suitable for any investor who
is unwilling to assume the risk associated with any such price and volume
fluctuations.
<PAGE> 30
LIQUIDITY AND CAPITAL RESOURCES
The Company has funded operations primarily through cash from operations and
equity and debt investment, since inception.
Preferred Stock
The Company received $3,000,000 through the sale of preferred stock. The
Purchase Agreement was signed January 31, 2000, and the transaction closed
shortly thereafter.
Debt Financing
The Company received no debt instrument financing during the six months
ended December 31, 1999.
Secondary Offering of Common Stock
The Company is considering the sale of equity in connection with a secondary
offering prior to the end of 2000. The Company has not received any commitment
for such an offering, and no assurance can be provided that the Company will
receive any such commitment, or that any such offering, if undertaken, will be
successful.
Sufficiency of Cash Flows
The Company believes that current cash balances and any cash generated from
operations and from available debt or equity financing will be sufficient to
meet its cash needs for working capital and capital expenditures for at least
the next twelve months. Thereafter, if cash generated from operations is
insufficient to satisfy the Company's liquidity requirements, management may
seek to sell additional equity or obtain credit facilities. The sale of
additional equity could result in additional dilution to the Company's
shareholders. A portion of the Company's cashmay be used to acquire or invest in
complementary businesses or products or to obtain the rightto use complementary
technologies. From time to time, in the ordinary course of business, the
Company evaluates potential acquisitions of such businesses, products or
technologies.
<PAGE> 31
MANAGEMENT
DIRECTORS, EXECUTIVE OFFICERS AND SENIOR MANAGEMENT
Management
The directors and officers of Americas Power Partners, Inc. are as follows:
Name Age Position
David Pequet 48 Chairman and President
Mark Margason 44 CEO and Secretary
Theodore Bogard 46 Vice President
Biographical Information:
David Pequet, Engineering degree from Michigan State University 1974.
Co-founder of MPI Investment Management, Mr. Pequet began his career in the
securities industry in 1976. Mr. Pequet started the advisory firm, MPI
Investment Management in 1986. MPI manages pension fund moneys across the
United States and overseas. Prior to starting MPI, he was a fixed income broker
at Prudential Bache Securities. For the past three years he has been active in
power project development in the United States and South America. Pequet is a
managing partner in MPI Venture Management and Chairman of the Board of
Directors and President for Americas Power Partners.
Mr. Pequet has been a party to an administrative "soft dollar" proceeding
and as a result has offered to settle the matter without admitting or denying
the allegations. If accepted by the administrative agency, he will agree
to cease and desist from any future violations of the Investment Adviser Act
of 1940.
Mark Margason, B.S.B.A. degree from the University 1977, MBA in finance from
the University of Denver 1979. Mr. Margason has a fifteen-year banking and
investment banking career in Chicago Illinois with American National Bank and
Trust Company of Chicago, Mellon Bank, and Citicorp North America leveraged
capital division. Mr. Margason has banking and operational management
experience in a broad range of energy industries. Mr. Margason has served on
the Board of Directors of an integrated natural gas resources company and has
directed power plant development for several U.S. and South American power
projects. Margason is a managing partner in MPI Venture Management and CEO for
Americas Power Partners.
<PAGE> 32
Theodore Bogard, B.A. degree from Washington State University 1979, Business
Management and Marketing. Eight years logistics experience on Alaska pipeline
with Alyeska Trans Company and in Sudan Africa with Chevron Overseas Oil
Exploration Group. Four years experience as partner in commercial real estate
development company in Atlanta Georgia. He has three years experience in power
development in South America. Mr. Bogard is Executive Vice President of Project
Development for Americas Power Partners.
(b) Beneficial Ownership
The following table sets forth the beneficial ownership of the ownership of
Americas Power Partners, Inc. outstanding common stock on February 23, 2000 by
(i) each director and executive officer of the Company, (ii) all directors and
executive officers of the Company as a group, and (iii) each shareholder who was
known by the Company to be the beneficial owner of more than five percent (5%)
of the outstanding shares of Americas Power Partners, Inc.:
<TABLE>
<CAPTION>
<S> <C> <C>
Name Number of Shares Owned Percentage of Ownership
Merrill Armstrong 818,361 6.56%
Armstrong International 1,628,996 13.06%
Theodore Bogard 848,269 6.80%
Thomas Smith 1,719,698 13.78%
David W. Pequet 1,927,740 15.45%
Mark Margason 1,927,743 15.45%
All Officers and
Directors as a Group 8,055,797 64.57%
</TABLE>
<PAGE> 33
Management has advised that they may acquire additional shares of the Company's
Common Stock from time to time in the open market at prices prevailing at the
time of such purchases.
The Company's key personnel bring a broad range of private and public
management, corporate finance and technical skills to the Company.
BOARD OF DIRECTORS
Colorado provides that a corporation's board of directors may be divided into
various classes with staggered terms of office. The Company's directors are
elected for a term of three years and until their successors are elected and
qualified.
NUMBER OF DIRECTORS
The Company's board of directors currently consists of five directors. The
number of directors on the Company's board may only be changed by a vote of a
majority of the directors, subject to the rights of the holders of any
outstanding series of the Company's preferred stock to elect additional
directors. There is currently two million seven hundred nine thousand five
hundred seventy-nine (2,709,579) shares of Series A Convertible Preferred Stock
of the Company outstanding.
REMOVAL OF DIRECTORS
The Company's directors, or the entire board, may be removed for cause by the
affirmative vote of the holders of at least 50% of the outstanding shares of
capital stock of the Company entitled to vote in the election of directors,
voting as a single class and subject to the rights of the holders of any
outstanding series of the Company's preferred stock.
FILLING VACANCIES ON THE BOARD OF DIRECTORS
Any newly created directorships in either of our boards of directors, resulting
from any increase in the number of authorized directors or any vacancies, may be
filled by a majority of the remaining members of such board of directors, even
though less than a quorum, or in the case of the Company, by a sole remaining
director, subject to the rights of holders of any outstanding series of
preferred stock.
Newly created directorships or decreases in directorships in either of our
boards of directors are to be apportioned among the classes of directors so as
to make all classes as nearly equal in number as practicable, provided that no
decreases in the number of directors in either of our boards of directors may
shorten the term of any director then in office.
<PAGE> 34
To the extent reasonably possible, any newly created directorship will be added
to the class of directors whose term of office is to expire at the latest date
following the creation of that directorship, unless otherwise provided for by
resolution of the majority of the directors then in office. Any newly eliminated
directorship will be subtracted from the class whose office is to expire at the
earliest date following the elimination of the directorship, unless otherwise
provided for by resolution of the majority of the directors then in office.
ABILITY TO CALL SPECIAL MEETINGS
Special meetings of the Company's stockholders may be called by the Company's
board of directors, by affirmative vote of a majority of the total number of
authorized directors at that time, regardless of any vacancies, or by the chief
executive officer.
ADVANCE NOTICE PROVISIONS FOR STOCKHOLDER NOMINATIONS AND
PROPOSALS
The Company's bylaws allow stockholders to nominate candidates for election to
the board of directors at any annual or any special stockholder meeting at which
the board of directors has determined that directors will be elected. In
addition, the bylaws allow stockholders to propose business to be brought before
any annual stockholder meeting. However, nominations and proposals may only be
made by a stockholder who has given timely written notice to the Secretary of
the Company before the annual or special stockholder meeting.
Under the Company's bylaws, to be timely, notice of stockholder nominations or
proposals to be made at an annual stockholder meeting must be received by the
Secretary of the Company no less than 60 days nor more than 90 days before the
first anniversary of the preceding year's annual stockholder meeting. If the
date of the annual meeting is more than 30 days before or more than 60 days
after the anniversary of the preceding year's annual stockholder meeting, notice
will also be timely if delivered within 10 days of the date on which public
announcement of the meeting was first made by the Company.
In addition, if the number of directors to be elected is increased and no public
announcement is made by the Company naming all of the nominees or specifying the
size of the increased board of directors at least 70 days before the first
anniversary of the preceding year's annual meeting, or, if the date of the
annual meeting is more than 30 days before or 60 days after the anniversary of
the preceding year's annual meeting, at least 70 days before the annual meeting,
a stockholder's notice will be considered timely, with respect to the nominees
for any newpositions created by the increase, if it is delivered to the
Secretary of the Company within 10days of the date on which public announcement
of the meeting was first made by the Company.
<PAGE> 35
Under the Company's bylaws, to be timely, notice of a stockholder nomination to
be made at a special stockholder meeting must be received no less than 60 days
nor more than 90 days before a special meeting at which directors are to be
elected or within 10 days of the date on which public announcement of the
special meeting was first made by the Company.
A stockholder's notice to the Company must set forth all of the following:
- all information required to be disclosed in solicitations of proxies for
election of directors, or information otherwise required by applicable
law, relating to any person that the stockholder proposes to nominate for
election or reelection as a director, including that person's written
consent to being named in the proxy statement as a nominee and to serving
as a director if elected
- a brief description of the business the stockholder proposes to bring
before the meeting, the reasons for conducting that business at that
meeting and any material interest of the stockholder in the business
proposed
- the stockholder's name and address as they appear on the Company's
books and the class and number of shares which are beneficially owned
by the stockholder
The chairman of the Company's stockholder meeting will have the power to
determine whether the nomination or proposal was made by the stockholder in
accordance with the advance notice procedures set forth in the Company's bylaws.
If the chairman determines that the nomination or proposal is not in compliance
with the Company's advance notice procedures, the chairman may declare that the
defective proposal or nomination will be disregarded.
DIRECTOR COMPENSATION
The directors of the Company, who are all executive officers of the Company as
well, are not compensated for serving as directors of the Company.
LIMITATION OF LIABILITY AND INDEMNIFICATION
The Company's Articles of Incorporation provide that a director of the Company
shall not be personally liable to the Company or any of its shareholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its shareholders, (ii) for acts or omissions not in good faith or which involve
gross negligence, intentional misconduct or a knowing violation of law, (iii)
for any unlawful distribution as set forth in the Colorado Model Business
Corporation Act of Colorado (the "CMBCA") or (iv) for any transaction from which
the director derived an improper personal benefit. These provisions may have the
<PAGE> 36
effect in certain circumstances of reducing the likelihood of derivative
litigation against directors. While these provisions may eliminate the right to
recover monetary damages from directors in various circumstances, rights to seek
injunctive or other non-monetary relief is not eliminated.
EXECUTIVE COMPENSATION
The following executive compensation was paid for the fiscal years ended
December 31, 1999, to the Company's Directors, Officers or Affiliates or other
persons who were executive officers of the Company as at December 31, 1999.
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation
Compensation Awards
---------- -------- ------------- ---------------
Securities
Name and Principal Other Annual Underlying All Other
Position Salary Compensation Options/(1)/ Compensation
($) ($) (#) ($)-
- ------------------ ---------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
David W. Pequet
Chairman
1999 50,000 0 450,000 0
Mark Margason
CEO and Secretary
1999 50,000 0 450,000 0
Theodore Bogard
Vice President
1999 60,000 0 0 0
Thomas Smith 140,000 0 0 0
</TABLE>
[FN] 450,000 stock options to each David Pequet and Mark Margason
will vest as follows:
(i) 150,000 as of December 31, 2000
(ii) 150,000 as of December 31, 2001
(iii) 150,000 as of December 31, 2002
____________________________
<PAGE> 37
Director Compensation
The Company does not reimburse directors for expenses incurred, if any, in
attending meetings of the Board of Directors. The Company does not pay director
fees to directors for their service on the Board.
Options Granted To Executive Officers
The following options to purchase Common Shares were granted to the Named
Executive Officers as of March 1, 2000, pursuant to the Company's Stock
Option Plan. See "Stock Option Plan".
<TABLE>
<CAPTION>
Security Common % of Total Exercise Expir. Date Market Value
Holder Shares Under Options Price Per of Securities
Option Granted In Share1 Underlying
(#) Financial Options on
Year Date of Grant
($/Securities)
<S> <C> <C> <C> <C> <C>
Thomas Smith 444,998 100 0.01 1/3/2010
David Pequet 287,744 100 0.01 1/3/2010
Mark Margason 287,745 100 0.01 1/3/2010
</TABLE>
Notes:
1. The exercise price was determined on the basis of the then transaction price
of the Common Shares. See "Prior Sales".
Compensation of Directors
The directors of the Company are currently compensated for serving as a director
on the basis of options. See "Options Granted to Named Executive Officers".
<PAGE> 38
Directors' and Officers' Insurance
The Company intends to purchase liability insurance for the directors and
officers of the Company. No part of this premium will be paid by the directors
or officers of the Company.
STOCK OPTION PLAN
The Company maintains a stock option plan (the "Stock Option Plan") designed to
provide incentives to directors, executive officers and employees of the Company
or its subsidiaries and companies wholly owned by these individuals in order to
permit those persons to participate in the growth and success of the Company.
Under the terms of the Company's Stock Option Plan, the Company is authorized to
set aside as options a maximum of 5,000,000 of the Company's Common Shares
outstanding from time to time, for the benefit of directors, officers and full
time employees of the Company or its subsidiaries and companies wholly owned by
these individuals. The Stock Option Plan does not permit any one individual to
hold as options more than 5% of the Common Shares outstanding from time to time.
Any options so granted will be exercisable at the exercise price and for such
period of time as may be determined by the board of directors of the Company and
approved pursuant to the requirements of the applicable stock exchange, or if
the Company's securities are not listed on a stock exchange, then in accordance
with the conditions established by the board of directors of the Company.
Any stock options will be non-transferable and terminate on the earlier of the
expiration date or the 30th day following the day on which the director, officer
or employee, as the case may be, ceases to be either a director, officer or
employee of the Company or any of its subsidiaries.
OPTIONS
As at the date of this filing the following options have been granted or
allocated to executive officers and directors, current and previous employees,
and advisors to the Company, pursuant to the Stock Option Plan:
<PAGE> 39
INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS AND PROMOTERS
No director, senior officer, promoter or other member of management or their
respective associates or affiliates have been indebted to the Company at any
time during the period ended December 31, 1999 or since that date.
CERTAIN TRANSACTIONS
Other than their employment agreements with the Company (refer to "Management-
Employment Contracts" above), no material transactions involving the directors,
senior officers or principal holders of the Company's securities have occurred
since the Company was incorporated except for several loans previously made to
the Company by the Company's principals.
PRINCIPAL SHAREHOLDERS
The following table sets forth the beneficial ownership of the ownership of
Americas Power Partners, Inc. outstanding common stock on March 17, 2000 by
(i) each director and executive officer of the Company, (ii) all directors and
executive officers of the Company as a group, and (iii) each shareholder who was
known by the Company to be the beneficial owner of more than five percent (5%)
of the outstanding shares of Americas Power Partners, Inc.:
<TABLE>
<CAPTION>
<S> <C> <C>
Name Number of Shares Owned Percentage of Ownership
Merrill Armstrong 818,351 6.56%
Armstrong International 1,628,996 13.06%
Theodore Bogard 848,269 6.80%
Thomas Smith 1,719,698 13.78%
David W. Pequet 1,927,740 15.45%
Mark Margason 1,927,743 15.45%
All Officers and
Directors as a Group 8,055,797 64.57%
</TABLE>
Management has advised that they may acquire additional shares of the Company's
Common Stock from time to time in the open market at prices prevailing at the
time of such purchases.
<PAGE> 40
DESCRIPTION OF CAPITAL STOCK
As of the date hereof, the authorized share capital of the Company consists of
forty million (40,000,000) Common Shares of which 8,494,600 Common Shares are
issued and outstanding, 2,120,187 options to purchase Common Shares have been
issued and ten million (10,000,000) Preferred Shares 2,725,000 of which is
designated as Series A Preferred Stock (the "Series A Shares") of which
2,709,519 Series A Convertible Shares are issued and outstanding. The following
is a summary of the principal attributes of the share capital of the Company.
COMMON SHARES
The rights, privileges, restrictions and conditions attached to the Common
Shares are as follows:
Voting
Holders of Common Shares shall be entitled to receive notice of and to attend
and vote at all meetings of shareholders of the Company, except meetings of
holders of another class of shares. Each Common Share shall entitle the holder
thereof to one vote.
Dividends
Subject to the preferences accorded to holders of Series A Shares and any other
shares of the Company ranking senior to the Common Shares from time to time with
respect to the payment of dividends, holders of Common Shares shall be entitled
to receive, if, as and when declared by the Board of Directors, such dividends
as may be declared thereon by the Board of Directors from time to time.
Liquidation, Dissolution or Winding-Up
In the event of the voluntary or involuntary liquidation, dissolution or
winding-up of the Company, or any other distribution of its assets among its
shareholders for the purpose of winding-up its affairs (such event referred
to herein as a "Distribution"), holders of Common Shares shall be entitled,
subject to the preferences accorded to holders of the Series A Shares and any
other shares of the Company ranking senior to the Common Shares from time to
time with respect to payment on a Distribution, to share equally, share for
share, in the remaining property of the Company.
PREFERRED SHARES
The Company's articles of incorporation provides that the board of directors is
authorized to provide for the issuance of shares of un-designated preferred
stock in one or more series, and to fix the designations, powers, preferences
and rights of the shares of each series and any qualifications, limitations or
restrictions thereof.
The number of authorized shares of the Company un-designated preferred stock may
be increased by the affirmative vote of the holders of a majority of the
Company's common stock, without a vote of the holders of preferred stock, unless
their vote is required pursuant to the terms of any preferred stock then
outstanding. The number of authorized shares of un-designated preferred stock of
the Company may be reduced or eliminated by the affirmative vote of the holders
of 80% of the outstanding capital stock of the Company entitled to vote in the
election ofdirectors, voting together as a single class.
Attributes
Subject to the filing of Articles of Amendment in accordance with the Act, the
Board of Directors may from time to time fix, before issuance, the designation,
rights, privileges, restrictions and conditions attached to each series of
Preferred Shares including, without limiting the generality of the foregoing,
the amount, if any, specified as being payable preferentially to such series on
a Distribution; the extent, if any, of further participation on a Distribution;
voting rights, if any; and dividend rights (including whether such dividends be
preferential, cumulative or non-cumulative), if any.
<PAGE> 41
Liquidation
In the event of a Distribution, holders of each series of Preferred Shares shall
be entitled, in priority to holders of Common Shares and any other shares of the
Company ranking junior to the Preferred Shares from time to time with respect to
payment on a Distribution, to be paid rateably with holders of each other series
of Preferred Shares the amount, if any, specified as being payable
preferentially to the holders of such series on a Distribution.
Dividends
The holders of each series of Preferred Shares shall be entitled, in priority to
holders of Common Shares and any other shares of the Company ranking junior to
the Preferred Shares from time to time with respect to the payment of dividends,
to be paid rateably with holders of each other series of Preferred Shares, the
amount of accumulated dividends, if any, specified as being payable
preferentially to the holder of such series.
The Company has never paid any dividends on its Common Shares. The Company
intends to retain its earnings to finance the growth and development of its
business and does not expect to pay dividends in the near future. The Board of
Directors of the Company will review this policy from time to time having regard
to the Company's financing requirements, its financial condition and other
factors considered relevant.
RESTRICTIONS ON TRANSFER
"Affiliates" of the Company under the Securities Act of 1933, as amended (the
"Securities Act") are persons who generally include individuals or entities that
control, are controlled by, or are under common control with the Company and may
include certain officers and directors of the Company as well as principal
stockholders of the Company. Persons who are affiliates of the Company will be
permitted to sell their shares of the Company only pursuant to an effective
registration statement under the Securities Act or an exemption from the
registration requirements of the Securities Act, such exemptions afforded by
Section 4(1) or 4(2) of the Securities Act or Rule 144 thereunder.
CERTAIN PROTECTIVE PROVISIONS
General
The Articles and Bylaws of the Company and the CMBCA contain certain provisions
designed to enhance the ability of the Board of Directors to deal with
attempts to acquire control of the Company. These provisions may be deemed to
have an anti-takeover effect and may discourage takeover attempts which have
not been approved by the Board of Directors (including potential takeovers
which certain shareholders may deem to be in their best interest) and may
adversely effect the price that a potential purchaser would be willing to pay
for the Company's stock. These provisions also could discourage or make more
difficult a merger, tender offer or proxy contest, even though such
transaction may be favorable to the interests of shareholders, and could
potentially adversely effect the price of the Common Stock.
<PAGE> 42
The following briefly summarizes protective provisions contained in the
Articles, the Bylaws and the CMBCA. This summary is necessarily general
and is not intended to be a complete description of all the features and
consequences of these provisions, and is qualified in its entirety by
reference to the Articles, the Bylaws and the provisions of the CMBCA.
The Company has one class of common stock issued and outstanding. Holders of
the Company's common stock are each entitled to one vote for each share held.
AMENDMENT OF ARTICLES OF INCORPORATION
Under Colorado law, articles of incorporation of a Colorado corporation may
be amended by approval of the board of directors of the corporation and the
affirmative vote of the holders of a majority of the outstanding shares
entitled to vote for the amendment, unless a higher vote is required by the
corporation's articles of incorporation.
The Company's articles of incorporation provides that the affirmative vote of
the holders of at least 50% of the outstanding shares of capital stock of the
Company entitled to vote in the election of directors, voting together as a
single class, will be required to reduce or eliminate the number of
authorized shares of the Company's common stock or preferred stock, or to
amend, repeal or adopt any provision inconsistent with the provisions of the
Company's articles of incorporation which deal with the following:
-undesignated preferred stock
-matters relating to the board of directors, including the number of
members, board classification, vacancies and removal
-the powers and authority expressly conferred upon the board of directors
-the manner in which stockholder action may be effected
-amendments to bylaws
-business combinations with interested stockholders of the Company
-indemnification of officers and directors of the Company
-the personal liability of directors to the Company or its stockholders
for breaches of fiduciary duty
-the amendment of the Company's articles of incorporation
AMENDMENT OF BYLAWS
Under Colorado law, stockholders entitled to vote have the power to adopt,
amend or repeal bylaws. In addition, a corporation may, in its articles of
incorporation, confer such power upon the board of directors. The
stockholders always have the power to adopt, amend or repeal bylaws, even
though the board may also be delegated such power.
The Company's board of directors is expressly authorized to adopt, amend and
repeal the Company's bylaws by an affirmative vote of a majority of the total
number of authorized directors at that time, regardless of any vacancies.
<PAGE> 43
The Company's bylaws may also be adopted, amended and repealed by the
affirmative vote of the holders of at least 50% of the outstanding shares of
capital stock of the Company entitled to vote in the election of directors,
voting together as a single class.
LIMITATION OF LIABILITY OF DIRECTORS
The CMBCA permits a corporation to include a provision in its articles of
incorporation eliminating or limiting the personal liability of a director or
officer to the corporation or its stockholders for damages for a breach of
the director's fiduciary duty, subject to certain limitations. Our respective
articles of incorporation include such a provision to the maximum extent
permitted by law.
While these provisions provide directors with protection from awards for
monetary damages for breaches of their duty of care, they do not eliminate
that duty. Accordingly, these provisions will have no effect on the
availability of equitable remedies such as an injunction or rescission based
on a director's breach of his duty of care.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The CMBCA permits a corporation to indemnify officers and directors for
actions taken in good faith and in a manner they reasonably believed to be
in, or not opposed to, the best interests of the corporation, and with
respect to any criminal action, which they had no reasonable cause to
believe was unlawful.
Our articles of incorporation and bylaws provide that any person who was or
is a party or is threatened to be a party to or is involved in any action,
suit, or proceeding, whether civil, criminal, administrative or
investigative, because that person is or was a director or officer, or is
or was serving at the request of either of us as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, will be indemnified against expenses, including
attorney's fees, and held harmless by each of us to the fullest extent
permitted by the CMBCA. The indemnification rights conferred by each of us are
not exclusive of any other right to which persons seeking indemnification may be
entitled under any statute, our articles of incorporation or bylaws, any
agreement, vote of stockholders or disinterested directors or otherwise. In
addition, each of us is authorized to purchase and maintain insurance on
behalf of its directors and officers.
Additionally, each of us may pay expenses incurred by our directors or
officers in defending a civil or criminal action, suit or proceeding because
that person is a director or officer, in advance of the final disposition of
that action, suit or proceeding. However, such payment will be made only if
we receive an undertaking by or on behalf of that director or officer to
repay all amounts advanced if it is ultimately determined that he or she is
not entitled to be indemnified by us, as authorized by our articles of
incorporation and bylaws.
<PAGE> 46
REGISTRAR AND TRANSFER AGENT
The registrar and transfer agent of the Company is American Securities
Transfer, Inc, at its principal office in Lakewood, Colorado.
PLAN OF DISTRIBUTION
The shares of Common Stock registered hereunder could be sold, if desired, by
the Selling shareholder on the Over-the-Counter Bulletin Board.
The Selling Shareholders Shares (the "Securities"), being offered hereby: (i)
through dealers or in ordinary brokers' transactions, in the over-the-counter
market or otherwise; (ii) at the market or through market makers or into an
existing market for the securities; or (iii) in other ways not involving
market makers or established trading markets, including direct sales to
purchasers or effective through agents, or (iv) in combinations of any of
such methods of sale. The Securities will be sold at market prices prevailing
at the time of sale or at negotiated prices.
If a dealer is utilized in the sale of the Securities in respect of which the
Prospectus is delivered, the Selling Security Holders will sell such
Securities to the dealer, as principal. The dealer may then resell such
Securities to the public at varying prices to be determined by such dealer at
the time of resale.
Sales of Securities "at the market" and not at a final price, which are made
into an existing market for the Securities, will be made by the Selling
Security Holders to or through a market maker, acting as principal or as
agent. Other sales may be made, directly or through an agent, to purchasers
outside existing trading markets. A selling broker may act as agent or may
acquire the Securities or interests therein as principal or pledgee and may,
from time to time, effect distributions of such Securities and interests.
The Securities offered hereby are eligible for sale only in certain states,
and, in some of those states, may be offered or sold only to "institutional
investors", as defined under applicable state securities law. No sales or
distributions, other than as described herein, may be effected after this
Prospectus shall have been appropriately amended or supplemented.
<PAGE> 47
INVESTOR RELATIONS ARRANGEMENTS
On December 15, 1999, the Company entered into an Investor Relations
Agreement with Michael Lafferman. Under the agreement, Mr. Lafferman is
engaged to provide investor relations, corporate communications and related
support services to the Company, specifically including, among other duties,
the development of a comprehensive plan for the dissemination of
Company information to shareholders as well as brokers, analysts and
potential investors; advising the Company regarding trends and changes in
the Over-the-Counter Bulletin Board brokerage and investment community, as
well as changes in share ownership of the Company's securities, all in the
context of providing appropriate investor relations communications;
coordinating investor and shareholder contacts with Company counsel to ensure
compliance with applicable securities laws and exchange listing requirements;
and assisting the Company with on-site investor relations meetings and with
the design, preparation and dissemination of investor relations materials.
The initial term of the agreement expires December 15, 2000 but will renew
automatically for successive one-month terms thereafter unless either party
provides the other with 30 days' advance written notice of termination. In
exchange for his services, Mr. Lafferman is entitled to receive a monthly fee
of US$3,000, plus reimbursement of all reasonable out-of-pocket expenses and
any reasonable third-party professional advisory fees.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon for the
Company by Nadeau & Simmons, P.C., 1250 Turks Head Building, Providence,
Rhode Island.
EXPERTS
Bersch Accounting, independent auditors, have audited the financial
statements of the Company included for the year ended June 30, 1999, which
are incorporated by reference into this prospectus and registration
statement. These financial statements are incorporated by reference in
reliance on their reports, given on their authority as experts in accounting
and auditing.
ADDITIONAL INFORMATION
The Company has filed with the Commission a Registration Statement on Form
SB-1 (the "Registration Statement") under the Securities Act, with respect to
the shares of Common Stock offered hereby. This prospectus constitutes a
part of the Registration Statement and does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted from this prospectus as permitted by the rules and regulations of the
commission. Statements contained in this prospectus as to the contents of
any contract, agreement or other document referred to herein are not
necessarily complete and, where such agreement or other document is an
exhibit to the Registration Statement, each such statement is qualified in
all respects by the provisions of such exhibit, to which reference is hereby
made for a full statement of the provisions thereof. For further information
with respect to the Company and the Common Stock, reference is hereby made to
the Registration Statement and to the exhibits thereto.
<PAGE> 48
The Registration Statement and the exhibits may be inspected, without charge,
and copies may be obtained, at prescribed rates, at the public reference
facilities of the Commission maintained at Judiciary Plaza, 450 Fifth Street,
N.W., room 1024, Washington, DC 20549, or on the Internet at
http://www.sec.gov. Copies of the Registration Statement and the exhibits may
also be inspected, without charge, at the Commission's regional offices at
7 World Trade Center, Suite 1300, New York, New York 10048, and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. In addition, copies of
the Registration Statement and the exhibits may be obtained by mail, at
prescribed rates, from the Public Reference Branch of the Commission at
450 Fifth Street, N.W., Washington, DC 20549.
In connection with this offering, the Company continues to be subject to the
information and periodic reporting requirements of the Exchange Act, and, in
accordance therewith, will file periodic reports, proxy statements and other
information with the Commission. Such periodic reports, proxy statements and
other information will be available for inspection and copying at the public
reference facilities and regional offices referred to above. The Company
intends to furnish its shareholders with annual reports containing audited
financial statements certified by independent public accountants and with
quarterly reports containing unaudited financial statements for the first
three quarters of each fiscal year.
<PAGE>
AMERICAS POWER PARTNERS, INC.
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Pages
<S> <C>
Report of Independent Accountants................................... F-2
Financial Statements:
Balance Sheets.................................................... F-3
Statements of Operations.......................................... F-4
Statements of Changes in Shareholders' Equity (Deficiency)........ F-5
Statements of Cash Flows.......................................... F-6
Notes to Financial Statements..................................... F-7 to F-_
</TABLE>
Americas Power Partners, Inc.
Financial Statements
June 30, 1999
Contents
Independent Auditor's Report 2
Exhibit A - Balance Sheet 3
Exhibit B - Statement of Operations 4
Exhibit C - Statement of Changes in Stockholder's Equity and
Retained Earnings (Deficit) During the Development Stage 5
Exhibit D - Statement of Cash Flows 6
Notes to Financial
Statements 7-10
<PAGE> 2
Independent Auditor's Report
October 17, 1999
To the Board of Directors and Stockholders
Americas Power Partners, Inc.
We have audited the accompanying Balance Sheet of Americas Power Partners,
Inc., (a development stage company), as of June 30, 1999 and the related
Statement of Cash Flows, Statement of Equity and Retained Earnings (Deficit)
During the Development Stage, Statement of Operations, and Statement of
Changes in Financial Position, for the eighteen months 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 Americas Power Partners,
Inc. as of June 30, 1999 and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming the company
will continue as a going concern. As shown in the financial statements, the
Company has incurred considerable cost in organizing its business and
establishing itself in the marketplace during the development stage. Its
ability to remain viable depends on a combination of generating revenue
before exhausting its present investment stake and/or its ability to obtain
additional capital. Management's plans in regard to these matters are
described in Note #1 and Note #4. The financial statements do not contain
any adjustments which may result from the outcome of this uncertainty.
Bersch Accounting s.c.
<PAGE> 3
Americas Power Partners, Inc.
(A Development Stage Company)
Balance Sheet
(With the auditor's report of October 17, 1999)
As of June 30, 1999
Assets
Current Assets
Cash and cash equivalents (Exhibit D)(Note #1C) $ 306,658
Subscriptions receivable 100
Total Assets $ 306,758
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable $ 117,492
Commitments & Contingencies (Note #3)
Stockholders' Equity (Exhibit C)
Common stock, no par value, 1,500
shares authorized and 753.9194 shares
subscribed 752,250
Deficit accumulated during the
development state (Exhibit B) (562,984)
Total Stockholders' Equity 189,266
Total Liabilities and Stockholders' Equity $ 306,758
<PAGE> 4
Americas Power Partners, Inc.
(A Development Stage Company)
Statement of Operations
(With the auditor's report of October 17, 1999)
For the eighteen months ended June 30, 1999
Expenses Incurred During the Development Stage
Consulting Fees - Managements $ 247,734
Consulting Fees - Investment Banking 37,773
Consulting Fees - Engineering 49,143
Consulting Fees - Other 31,369
Legal Fees 70,769
Public Relations 57,833
Miscellaneous Office Expense 55,065
Rent 15,000
Total Expenses Incurred During
The Development Stage 564,686
Operating Loss (564,686)
Other Income (Expense)
Interest Income 1,702
Net (Loss) Before Income Taxes $ 562,984
Income Taxes (Note #1D)
Net (Loss) $ 562,984
(Exhibit A)
See Note #2 for expenses
associated with related parties
<PAGE> 5
Americas Power Partners, Inc.
(A Development State Company)
Statement of Changes in Stockholders' Equity and
Retained Earnings (deficit) Accumulated During the Development State
(with the Auditor's report of October 17, 1999)
For the eighteen months ended June 30, 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Shares During the
Date of Common Paid-in Development Stockholders'
Transaction Stock Capital Stage Equity
<S> <C> <C> <C> <C> <C>
Balance-January 27, 0 0
1998
Stock Subscribed to
Founders 1/27/98 709.7500 $ 100 $ 100
Sale of Stock for Cash
($2.45 per share) 5/4/99 44.1694 752,150 752,150
Net (Loss) 6/30/99 - - $ (562,984) (562,984)
Balance-June 30, 1999 753.9194 $ 752,250 $ (562,984) $ 189,266
(Exhibits B&A) (Exhibit A)
</TABLE>
<PAGE> 6
Americas Power Partners, Inc.
(A Development Stage Company)
Statement of Cash Flows
(With the auditor's report of October 17, 1999)
For the eighteen months ended June 30, 1999
Cash Increase
Or (Decrease)
Cash Flows from Development Stage Activities $ (562,984)
Net (Loss)
Adjustments to reconcile net income to
net cash provided by operating
activities:
Common stock subscribed 100
Increase in:
Accounts payable 117,492
Net cash (Used) by Development Stage Activities (445,392)
Cash Flows from Financing Activities
Stockholders' contributions 752,150
Net Increase in Cash 306,758
Cash and Cash Equivalents-Beginning of Year -
Cash and Cash Equivalents-End of Year $ 306,758
(Exhibit A)
<PAGE> 7
Americas Power Partners, Inc.
(A Development Stage Company)
Notes to Financial Statements
(With the auditor's report of October 17, 1999)
For the eighteen months ended June 30, 1999
Note #1 Nature of Business and Summary of Significant Accounting Policies
A. Nature of Business
Americas Power Partners, Inc. (the Company) has been in the development stage
since its formation on January 27, 1998. Americas Power Partners, Inc. was
formed to develop, optimize, own and operate power plant systems (steam,
electric, compressed air, water, waste water and condensate return) for
industrial and commercial clients. The Company has formed strategic
alliances with two recognized energy companies in the areas of power plant
optimization, operations and maintenance, fuel supply, and electric power
marketing. These two strategic relationships bring key skill sets to the
development process as well as a steady flow of project opportunities from
their established client base. The Company will generate revenue primarily
from fees produced from structuring and financing these energy projects.
The Company is prepared to participate in the private energy market through
two distinct avenues, namely, financing upgrades, or purchasing the
powerhouse assets and selling utilities back to the client through long-term
contracts.
B. Method of Accounting
Assets, liabilities, revenues and expenses are recognized on the accrual basis
method of accounting.
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 these estimates.
These financial statements have been prepared under the assumption the Company
will continue its development stage activities and eventually emerge as a
going concern. This assumption is conditioned on the Company's ability to
generate revenue before exhausting its original capital stake, and/or
attracting additional capital. Although no revenue producing contracts have
been signed, management is confident that this risk will be ameliorated
because as of audit date the Company has over twenty five separate projects
being negotiated in stages ranging from letters of intent all the way to
final contract proposal with a
<PAGE> 8
Note#1 Nature of Business and Summary of Significant Accounting Policies
(Cont'd)
C. Method of Accounting (Cont'd)
"Fortune 200" company. As described in Note #4, management has also taken
steps to respond to the second risk.
D. Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all short-
term investments in interest-bearing accounts, securities, and other
instruments with an original maturity of three months or less, to be
equivalent to cash.
The Company had funds on deposit at one financial institution as of June 30,
1999 that exceeded the federally insured limit by $268,186.
E. Income Taxes
Generally accepted accounting principles require an asset and liability
approach to financial accounting and reporting for income taxes. The
difference between the financial statement and tax bases of assets and
liabilities is determined annually. Deferred income tax assets and
liabilities are computed for those differences that have future tax
consequences using the currently enacted tax laws and rates that apply to
the periods in which they are expected to affect taxable income. Valuation
allowances are established, if necessary, to reduce the deferred tax
asset to the amount that will more likely than not be realized. Income tax
expense is the current tax payable or refundable for the period plus or
minus the net change in the deferred tax assets and liabilities.
The Company's total deferred tax assets and deferred tax valuation
allowance are as follows at June 30, 1999:
Total Deferred Tax Assets $ 223,000
Less Valuation Allowance (223,000)
Net Deferred Tax Assets $ -
Deferred tax assets are recognized for operating losses that are available
to offset future taxable income. The valuation allowance was established
to reduce the deferred tax asset to the amount that will more than likely
than not be realized.
<PAGE> 9
Note#1 Nature of Business and Summary of Significant Accounting Policies
(Cont'd)
F. Income Taxes (Cont'd)
During the period ended June 30, 1999 the Company's valuation was increased
by $223,000. The allowance is necessary due to the uncertainty of the
Company's ability to utilize all of the tax carryforwards before they expire.
The income tax provision consists of the following:
Current $ -
Deferred (223,000)
Increase in valuation allowance 223,000
Total $ -
A reconciliation of the statutory U.S. federal rate and effective rates is
as follows:
Statutory U.S. federal rate 34.0%
Deferred 6.0%
Increase in valuation allowance (40.0)
At June 30, 1999 the Company has available for future periods, the following
carryforwards for tax purposes:
Net Operating loss of $ (562,984)
Income taxes paid for the year ended June 30, 1999 totaled $0.
<PAGE> 10
Note#1 Nature of Business and Summary of Significant Accounting Policies
(Cont'd)
G. Advertising
The Company follows the policy of charging the costs of advertising to expense
as incurred.
Note #2 Related Party Transactions
The Company has a contract with a management consulting firm owned by two of the
Company's management employees, and outside consulting contracts with three of
the management employees providing for the payment of fees for acquiring,
negotiating, and brokering of contracts associates with the Company's mission
as well as for developing access to capital sources. Under this agreement the
company accrued a fee of $75,000 prior to audit date upon the presentation of
a successful letter of intent to merge with a public company.
During 1999 the company accrued and paid consulting fees and other expenses to
the management of the company relating to:
Consulting Fees $ 130,833
Fees relating to merger 75,000
Reimbursed Expenses 135,707
Total $ 341,540
An additional fee of $75,000 became due on August 17, 1999 when the company
completed a reverse merger as described in Note #4.
<PAGE> 11
Note #3 Commitments
The Company has arranged for transportation equipment under a lease beginning
in 1999 and expiring in 2003. The minimum annual rental payments required
under this lease, having initial or remaining noncancellable terms in excess
of one year, are as follows for the years ending June 30,
2000 7,482
2001 7,482
2002 7,482
2003 6,859
Total 29,305
Rent expense for the year ended June 30, 1999 was $623.
Employment Agreement
The Company entered into an at-will employment agreement with an officer and
stockholder on May 1, 1999. The agreement specifies the amount of compensation
to be paid and the fringe benefits to which the officer is entitled.
Note #4 Subsequent Events
Effective August 17, 1999 the Company completed a reverse merger with Oak Brook
Capital II, a fully reporting 1934 Act public SEC shell company, which changed
its name to Americas Power Partners, Inc. This merger was done specifically
to enhance the company's ability to have several options for future capital
formation and to aid in attracting additional key employees. The NASD 15c211
disclosure form has been filed with the NASD and the company is expecting
to begin trading OTC before year-end 1999. At the time of the merger, shares
of the new company were issued in lieu of the shares subscribed in the old
company.
As of the end of the audit fieldwork, the Company is currently negotiating a
private placement of a $4 million convertible preferred stock issue with an
institutional investor the fourth quarter of 1999.
(b) Pro Forma Financial Information.
The pro forma financial statement required by this Item 7(b) is set forth
as follows:
Pursuant to Rule 11-02b(2) of Regulation S-X of the Act, we herewith submit
the following:
On August 17, 1999 this 8-K was filed to report on the combination of Americas
Power Partners, Inc. and Oak Brook Capital II, Inc.. Oak Brook Capital II, Inc.
was the surviving corporation and changed its name to Americas Power Partners,
Inc. Since Oak Brook Capital II was a "blank check" company prior to the
transaction, and had no assets, one liability, and negative equity according
to the Amended Form 10QSB filed October 19, 1999, and those items were all of
insignificant materiality, the pro forma information necessary to complete the
requirements of Section 7a will be almost identical to the June 30, 1999
audit report.
Balance Sheets
Pro-forma Combined
Oak Brook Americas Power Surviving
Capital II Partners, Inc. Corp. Renamed
6-30-99 6-30-99 @6-30-99
ASSETS
Cash & cash equiv. $ 306,658
Subscription Rec. - 100
- $ 306,758 $ 306,758
LIABILITIES
Accounts payable $ 7,725 $ 117,492 $ 125,217
EQUITY
Common Stock $ 4,200 $ 757,250 $ 756,450
Accumulated Deficit (11,925) (562,984) (574,909)
Total Equity (7,725) 189,266 181,541
Total Liabilities & Equity $ - $ 306,758 $ 306,758
Operating Statements
From Inception to 6-30-99
Oak Brook Americas Power Pro-forma Combined
Capital II Partners, Inc. Surviving
Inception inception Corp. Renamed
5-15-98 1-27-98 @6-30-99
Revenue $ - $ - $ -
Expenses Incurred during
the development stage 11,925 562,984 574,909
Net Loss 11,925 562,984 574,909
Accumulated deficit 11,925 562,984 574,909
AMERICAS POWER PARTNERS, INC.
FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED
DECEMBER 31, 1999
<PAGE>
EXHIBIT A
Americas Power Partners, Inc.
BALANCE SHEET
December 31, 1999
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 146,758
Prepaid Expense 34,539
Stock Subscriptions Receivable 100
Total Current Assets $ 181,397
PROPERTY AND EQUIPMENT
Computer Equipment 22,674
Less: Accumulated Depreciation (527)
Total Property and Equipment 22,147
OTHER ASSET
Security Deposit 13,710
TOTAL ASSETS $ 217,254
<PAGE>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current Maturities of Capital Leases $ 6,701
Accounts Payable 134,068
Accrued Expenses 125,282
Investor Advances 250,000
Advances-Related Parties 67,000
Total Current Liabilities $ 583,051
CAPITAL LEASES--NET OF CURRENT MATURITIES 14,095
STOCKHOLDERS' EQUITY
Common Stock, no par value
40,000,000 Shares Authorized
8,397,694 issued and outstanding 1,132,700
Preferred Stock, $100 par value,
10,000,000 Shares Authorized -
Deficit Accumulated During the
Development Stage (1,512,592)
Total Stockholders' Equity (379,892)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 217,254
<PAGE>
EXHIBIT B
Americas Power Partners, Inc.
STATEMENTS OF OPERATIONS
For the Six Months ended December 31, 1999
Six Months
ended
December 31, 1999
Expenses
Consulting Fees - Management $ 270,000
Consulting Fees - Investment Banking 120,000
Consulting Fees - Other 48,048
Depreciation 527
Insurance 7,774
Fringe Benefits 6,985
Legal Fees 146,868
Other Professional Fees 52,609
Payroll Taxes 3,927
Public Relations 9,609
Miscellaneous Office Expense 100,288
Rent 16,022
Wages and Salaries 162,667
Total Expenses 945,324
OTHER (INCOME)/EXPENSE
Interest Income (1,262)
Interest Expense 1,346
Total Other (Income)/Expense 84
NET LOSS $ (945,408)
<PAGE>
<TABLE>
Americas Power Partners, Inc.
EXHIBIT C
Statements of Changes in Stockholders' Equity and
Retained Earnings (Deficit) Accumulated During the Development Stage
For the Six Months Ended December 31, 1999
<CAPTION>
Shares
Date of Issued and Paid-In Retained
Stockholders'
Transaction Outstanding Capital Deficit Equity
<S> <C> <C> <C> <C> <C>
Balance-July 1, 1999 1,228,753.9194 756,450 (567,184)
189,266
Correction of Americas Power
Partners' Shares Issued January 27, 1998 (210,000)
Balance-July 1, 1999-as Restated 1,228,543.9194
Common Stock (No Par Value)
Retired at Time of Merger August 17, 1999 (543.9194)
Common Stock (No Par Value)
Issued at Time of Merger August 17, 1999 5,439,194
Issuance of shares as incentive
bonuses July 22, 1999 1,275,000
October 1, 1999 30,000
October 1, 1999 275,000
Sale of Stock for Cash July 20, 1999 2,500 6,250 6,250
($2.50 per Share) September 15, 1999 80,000 200,000
200,000
September 21, 1999 10,000 25,000 25,000
September 29, 1999 10,000 25,000 25,000
November 3, 1999 10,000 25,000 25,000
December 9, 1999 20,000 50,000 50,000
December 31, 1999 18,000 45,000 45,000
Net (Loss) for the Six Months
ended December 31, 1999 December 31, 1999 _________ __________
(945,408) (945,408)
Balance-December 31, 1999 8,397,694 $1,132,770 $(1,512,592)
$(379,892)
</TABLE>
<PAGE>
EXHIBIT D
Americas Power Partners, Inc.
STATEMENTS OF CASH FLOWS
For the Six Months ended December 31, 1999
Six Months
ended
December 31, 1999
Cash Flows from Operating Activities:
Net (Loss) $ (945,408)
Adjustments to Reconcile Net Income to
Net Cash Provided by
Operating Activities:
Depreciation and Amortization 527
Change in Prepaid Expense (2,352)
Change in Accounts Payable 16,576
Change in Accrued Expenses 100,000
Change in Investor Advances 250,000
Total Adjustments 364,751
Net Cash (Used) by
Operating Activities (580,657)
Cash Flow from Investing Activities:
Increase in Security Deposit (13,710)
Net Cash (Used) by
Investing Activities (13,710)
Cash Flow from Financing Activities:
Proceeds from Issuance of Common Stock 376,250
Proceeds of Related Party Loans 67,000
Principal Payments on Insurance Financing (6,905)
Principal Payments on Long-Term Debt (1,878)
Net Cash Provided by
Financing Activities 434,467
Net Increase (Decrease) in Cash and
Cash Equivalents (159,900)
Cash and Cash Equivalents, Beginning 306,658
Cash and Cash Equivalents, Ending $ 146,758
Supplemental Disclosures:
Interest Paid $ 1,346
Non-cash Investing and Financing
Activities:
Equipment Purchased by Capital Lease $ 22,674
Liability Insurance Paid by Finance
Agreement $ 31,061
<PAGE>
Americas Power Partners, Inc.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Nature of the Business
Americas Power Partners, Inc. (the Company) has been in the development stage
since its inception on January 27, 1998. The Company was formed to develop,
optimize, own and operate power plant systems (steam, electric, compressed
air, water, waste water and condensate return) for industrial and commercial
clients. The Company has formed strategic alliances with two recognized
energy companies in the areas of power plant optimization, operations and
maintenance, fuel supply, and electric power marketing. These two strategic
relationships bring key skill sets to the development process, as well as a
steady flow of project opportunities from their established client base. The
Company will generate revenue primarily from fees produced from structuring
and financing these energy projects.
The company is prepared to participate in the private energy market through
two distinct avenues, namely, financing upgrades, or purchasing powerhouse
assets and selling utilities back to clients through long-term contracts.
(b) Method of Accounting
Assets, liabilities, revenues and expenses are recognized on the accrual
basis method of accounting.
(c) Use of Estimates
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 revenue and expenses during the reporting period.
Actual results could differ from these estimates.
<PAGE>
(d) Cash Equivalents
The Company considers all short-term investments in interest-bearing accounts,
securities, and other instruments with an original maturity of three months
or less to be cash equivalents.
<PAGE>
Americas Power Partners, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(e) Income taxes
Income Taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the bases of certain assets and
liabilities for financial and tax reporting. Deferred tax assets and
liabilities represent the future tax return consequences of those differences,
which will either be taxable when the assets and liabilities are recovered or
settled. Valuation allowances are established, if necessary, to reduce
deferred tax assets to the amount that will more likely than not be realized.
2. GOING CONCERN
These financial statements have been prepared under the assumption the Company
will continue its development stage activities and eventually emerge as a
going concern. This assumption is conditioned on the Company's ability to
generate revenue before exhausting its original capital stake, and/or
attracting additional capital. Although no revenue producing contracts have
been signed, management is confident that this risk will be ameliorated
because the Company has over twenty five separate projects being negotiated in
stages ranging from letters of intent all the way to final contract proposal
with a "Fortune 200" Company. As described in Note #4, management has also
taken steps to respond to the second risk.
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS 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 OF ANY SECURITIES OTHER THAN
THE COMMON STOCK TO WHICH IT RELATES OR AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE
DATE HEREOF OR THAT THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Prospectus Summary ..............................................
Risk Factors.....................................................
Year 2000 Problems May Have an Adverse Effect
Competition
Potential Fluctuations in Quarterly Operating Results
Limited Operating History
Dependence on Third-Party Suppliers
Patents, Trademarks and Proprietary Information
Rapid Technological Changes
Expansion
Government Regulation
Dependence on Key Personnel
Control by Principal Shareholders, Officers and Directors
Issuance of Preferred Stock
Trading Market; Volatility of Stock Price
Possible Need for Additional Financing
Indemnification of Officers and Directors
Dependence Upon Outside Advisors
Rule 144 Sales
Use of Proceeds....................................................
Dilution ..........................................................
Dividend Policy ...................................................
Business ..........................................................
Management's Discussion and Analysis of Financial Condition and
Results of Operations ...........................................
Management ........................................................
Certain Transactions ..............................................
Principal Shareholders ............................................
Description of Capital Stock ......................................
Plan of Distribution ..............................................
Agreements with Armstrong International, Inc.......................
Investor Relations Arrangements ...................................
Legal Matters .....................................................
Experts ...........................................................
Additional Information ............................................
Financial Statements .............................................. F-1
</TABLE>
-------------------------------
<PAGE>
UNTIL ____________________, 2000 (45 DAYS AFTER THE DATE OF THIS
PROSPECTUS) ALL DEALERS EFFECTING TRANSACTIONS IN THE SHARES OF
COMMON STOCK OFFERED HEREUNDER MAY BE REQUIRED TO DELIVER A
PROSPECTUS.
=====================================================================
=====================================================================
AMERICAS POWER PARTNERS, INC.
---------------------------------
2,400,000 SHARES
---------------------------------
COMMON STOCK
--------------------------------
PROSPECTUS
-------------------------------
March 17, 2000
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Model Business Corporation Act of the State of Colorado ("CMBCA")
provides, in general, that a corporation shall have the power to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation), because the person is or was a director or officer
of the corporation. Such indemnity may be against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by the person in connection with such action, suit
or proceeding, if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation and if, with respect to any criminal action or proceeding, the
person did not have reasonable cause to believe the person's conduct was
unlawful.
The CMBCA provides, in general, that a corporation shall have the power to
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor because the
person is or was a director or officer of the corporation, against any
expenses (including attorneys' fees) actually and reasonably incurred by the
person in connection with the defense or settlement of such action or suit if
the person acted in good faith and in a manner the person reasonably believed to
be in or not opposed to the best interests of the corporation.
The CMBCA provides, in general, that a corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director or officer of the corporation against any liability asserted against
the person in any such capacity, or arising out of the person's status as
such, whether or not the corporation would have the power to indemnify the
person against such liability under the provisions of the law.
The Company's Articles of Incorporation (incorporated by reference herein)
provides for indemnification of directors, officers and other persons as
follows:
To the fullest extent permitted by the CMBCA as the same now exists or may
hereafter be amended, the Corporation shall indemnify, and advance expenses to,
its directors and officers and any person who is or was serving at the
request of the Corporation as a director or officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise.
The Corporation, by action of its board of directors, may provide
indemnification or advance expenses to employees and agents of the
Corporation or other persons only on such terms and conditions and to the
<PAGE>
extent determined by the board of directors in its sole and absolute
discretion.
The indemnification and advancement of expenses shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any By-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.
The Corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to
indemnify him against such liability.
The indemnification and advancement of expenses, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs, executors
and administrators of such officer or director. The indemnification and
advancement of expenses that may have been provided to an employee or
agent of the Corporation by action of the board of directors, shall, unless
otherwise provided when authorized or ratified, continue as to a person who
has ceased to be an employee or agent of the Corporation and shall inure to
the benefit of the heirs, executors and administrators of such a person,
after the time such person has ceased to be an employee or agent of the
Corporation, only on such terms and conditions and to the extent determined
by the board of directors in its sole discretion.
The Company's By-Laws (incorporated by reference herein) provides that:
Right to Indemnification. Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative,
because he is or was a director or an officer of the Corporation or is or
was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to an employee
benefit plan (hereinafter an "Indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director,
officer, employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the CMBCA, as the same
exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than such law permitted the Corporation to
provide before such amendment), against all expense, liability and loss
(including attorney's fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
Indemnitee in connection therewith; provided, however, that, except as
provided in the section "Right of Indemnitees to Bring Suit" with respect to
proceedings to enforce rights to indemnification, the Corporation shall
<PAGE>
indemnify any such Indemnitee in connection with a proceeding (or part
thereof) initiated by such Indemnitee only if such proceeding (or part
thereof) was authorized by the board of directors of the Corporation.
Right to Advancement of Expenses. The right to indemnification conferred in
the section "Right to Indemnification" of this Article shall include the
right to be paid by the Corporation the expenses (including attorney's fees)
incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the CMBCA requires, an advancement of
expenses incurred by an Indemnitee in his capacity as a director or officer
(and not in any other capacity in which service was or is rendered by such
Indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking,
by or on behalf of such Indemnitee, to repay all amounts so advanced if it
shall ultimately be determined by final judicial decision from which there is
no further right to appeal that such Indemnitee is not entitled to be
indemnified for such expenses under this section or otherwise. The rights to
indemnification and to the advancement of expenses conferred in this section
and the section "Right to Indemnification" of this Article shall be contract
rights and such rights shall continue as to an Indemnitee who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of
the Indemnitee's heirs, executors and administrators. Any repeal or
modification of any of the provisions of this Article shall not adversely
affect any right or protection of an Indemnitee existing at the time of such
repeal or modification.
Right of Indemnitees to Bring Suit. If a claim under the section "Right to
Indemnification" or "Right to Advancement of Expenses" of this Article is not
paid in full by the Corporation within sixty (60) days after a written claim
has been received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be twenty
(20) days, the Indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If successful in whole
or in part in any such suit, or in a suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking,
the Indemnitee shall also be entitled to be paid the expenses of prosecuting
or defending such suit. In (1) any suit brought by the Indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the
Indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (2) in any suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the
Corporation shall be entitled to recover such expenses upon a final
adjudication that, the Indemnitee has not met any applicable standard for
indemnification set forth in the CMBCA. Neither the failure of the
Corporation (including its board of directors, independent legal counsel, or
its stockholders) to have made a determination prior to the commencement of
such suit that indemnification of the Indemnitee is proper in the
circumstances because the Indemnitee has met the applicable standard of
conduct set forth in the CMBCA, nor an actual determination by the
Corporation (including its board of directors, independent legal counsel, or its
stockholders) that the Indemnitee has not met such applicable standard of
conduct, shall create a presumption that the Indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee
to enforce a right to indemnification or to an advancement of expenses
hereunder, or brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of proving that
the Indemnitee is not entitled to be indemnified, or to such advancement of
expenses, under this Article or otherwise shall be on the Corporation.
<PAGE>
Non-Exclusivity of Rights. The rights to indemnification and to the advancement
of expenses conferred in this Article shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute, the
Corporation's Articles of Incorporation as amended from time to time, these
By-Laws, any agreement, any vote of stockholders or disinterested directors
or otherwise.
Insurance. The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or
loss under the CMBCA.
Indemnification of Employees and Agents of the Corporation. The Corporation
may, to the extent authorized from time to time by the board of directors,
grant rights to indemnification and to the advancement of expenses to any
employee or agent of the Corporation to the fullest extent of the provisions
of this Article with respect to the indemnification and advancement of expenses
of directors and officers of the Corporation.
The directors and officers of the Company are covered by a policy of liability
insurance.
ITEM 2. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the sale of the Shares are estimated as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee........... $ 3,350
Legal fees and expenses....................................... 60,000
Accounting fees and expenses.................................. 10,000
Miscellaneous................................................. 4,880
---------
TOTAL....................................................... $ 75,000
</TABLE>
<PAGE>
ITEM 3. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) that, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(2) that before any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this registration statement,
by any person or party who is deemed to be an underwriter within the meaning
of Rule 145(c), the issuer undertakes that such reoffering prospectus will
contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition
to the information called for by the other items of the applicable form;
(3) that every prospectus (i) that is filed pursuant to paragraph (2)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to
the registration statement and will not be used until such amendment is
effective, and that, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof;
(4) to respond to requests for information that is incorporated by reference
into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form SB-1
under the Securities Act of 1933, within one business day of receipt of any
such request, and to send the incorporated documents by first class mail or
other equally prompt means, including information contained in documents filed
after the effective date of the registration statement through the date of
responding to such request; and
(5) to supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when
it became effective.
<PAGE>
Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to irectors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 20 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable. If
a claim of 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 a 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 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.
ITEM 4. UNREGISTERED SECURITIES ISSUED OR SOLD WITHIN ONE YEAR.
Oak Brook Capital II, Inc. ("Oak Brook") was incorporated under the laws of
the State of Colorado on May 15, 1998. It was incorporated as a "blind pool"
or "blank check" company for the purpose of seeking to acquire one or more
properties or businesses. The Company elected to voluntarily file a
registration statement in order to become a reporting company under the
Securities Exchange Act of 1934, as amended (the "34 Act").
On August 17 1999, Oak Brook's sole officers and directors executed a Plan
of Merger Agreement (the "Plan") with Americas Power Partners, Inc., a
Delaware corporation ("APPI") whereby APPI shareholders agreed to receive
one (1) share of common stock of Oak Brook for every one (1) share of APPI
each respective APPI shareholder held. The transaction with APPI was a
private placement transaction in reliance upon an exemption from registration \
under the Securities Act of 1933.
The transaction resulted in a change in control of Oak Brook because following
its exchange of the Shares, APPI shareholders owned approximately 94.039% of
the issued and outstanding Common Stock of Oak Brook.
The Plan of Merger was duly adopted by the Boards of Directors of the
respective corporations on August 17, 1999, and approved by the Board of
Directors of Oak Brook on August 17, 1999, and by the shareholders of
AMERICAS POWER PARTNERS, INC., on August 17, 1999, in the manner prescribed
by the Delaware General Corporation Law. The number of shares voted for
the Plan of Share Merger was, with respect to each corporation, sufficient
for approval as set forth below.
The number of shares of Oak Brook outstanding at the time of such adoption was
1,228,000, and the number of Shares entitled to vote thereon was: 1,228,000.
<PAGE>
The number of shares of AMERICAS POWER PARTNERS, INC. outstanding at the time of
such adoption was 754.1693, and the number of shares entitled to vote thereon
was: 754.1693.
The designation and number of outstanding shares of each class entitled to
vote thereon as a class were: NONE.
The number of shares voted for such Plan of Merger by Oak Brook was 1,105,200,
and the number of shares voted against such Plan of Merger was: NONE.
The number of shares voted for such Plan of Merger by AMERICAS POWER PARTNERS,
INC., was 754.1693, and the number of shares voted against such Plan of Merger
was: NONE.
CONVERSION OF SHARES IN THE MERGER
1. Oak Brook Common Stock. No Shares of Common Stock, .001 par value, of
Oak Brook issued and outstanding at the effective time of the Merger were
converted as a result of the Merger, and all of such shares remained issued
shares of Common Stock of the Company.
2. APPI Common Stock. At the effective time of the Merger, each share of
.001 par value Common Stock of APPI issued and outstanding was converted into
and become 10,000 shares of Common Stock of the Surviving Corporation. Each
record holder of outstanding Common Stock of APPI was issued shares of Common
Stock of APPI, upon the ratio set forth above. Upon direction of APPI and
receipt by Oak Brook of the stock ledger of APPI, each APPI shareholder was
entitled to receive one or more stock certificates for the full number of
shares of Common Stock of Oak Brook into which the Common Stock of APPI was
converted as aforesaid together with any dividends on the Common Stock of
APPI as to which the payment date occurred on or prior to the date of the
surrender of said shares.
3. Surrender of APPI's Stock Ledger. As soon as practicable after the
Merger became effective, the stock ledger representing Common Stock of APPI
issued and outstanding at the time the Merger became effective was delivered
to Oak Brook, such that shares of the Company may be issued, as above
provided. Until so delivered for exchange, each shareholder of APPI shall be
deemed for all corporate purposes (except for the payment of dividends, which
shall be subject to the exchange of stock as above provided) to own the
number of shares of Common Stock of the Company which the holder thereof
would be entitled to receive upon its surrender to the Company.
4. Issuance of Shares Subsequent to Merger. As soon as practicable after
the Merger became effective, the Company issued to the shareholders of APPI,
on the basis set forth in Section 2 above, the necessary shares of Common
Stock in the Company.
5. Fractional Interests. No fractional shares of Common Stock of the
Company or certificate or scrip representing the same was issued. In lieu
thereof each holder of APPI Common Stock having a fractional interest arising
upon such conversion will be rounded up into one full additional share of
Common Stock of the Company by the Transfer Agent.
<PAGE>
ITEM 5. EXHIBITS.
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO DESCRIPTION
<S> <C> <C>
# 2.1 Articles of Merger between Americas Power Partners, Inc. and
Oak Brook Capital II, Inc., dated October 29, 1999;
# 2.2 Plan of Merger dated October 29, 1999;
* 3.1 Articles of Incorporation of the Registrant, as amended;
* 3.2 Bylaws of the Registrant;
# 4.1 Instruments Defining Rights of Security Holders/Minutes of
Annual/Special Meetings of the Registrant;
# 5.1 Opinion on Legality of Securities to be Issued;
# 10.1 Issuance of Restricted Shares from Authorized Shares
# 10.2 Opinion to Transfer Agent Authorizing Issuance of Restricted
Shares from Authorized Shares
x 20.1 Series A Convertible Stock Purchase Agreement, dated January
31, 2000, between the Registrant and Armstrong International,
Inc.
# 23.1 Consent of Bersch Accounting;
# 23.2 Consent of Nadeau & Simmons, P.C.;
x 27 Financial Data Schedule
x 99.1 Safe Harbor Compliance Statement
_______________________
x Filed herewith.
* Incorporated by reference from the Registrant's Registration Statement
on Form 10SB12G, filed August 5, 1998.
# Incorporated by reference from the Registrant's Form 8-K, Current Report,
filed October 29, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAS POWER PARTNERS, INC.
/s/ Mark Margason
DATE: March 17, 2000 By: MARK MARGASON
Name:
Title: CEO
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Mark Margason, his true and lawful attorneys-
in-fact and agents with full power of substitution and re-substitution, for
then and in their name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
registration statement and to file the same with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on
the dates indicated.
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------- ---------------- -----------------
<S> <C> <C>
/s/ David Pequet
DAVID PEQUET Chairman of the Board March 17, 2000
/s/ Theodore Bogard
THEODORE BOGARD Director March 17, 2000
</TABLE>
February 23, 2000
CONFIDENTIAL
Office of Small Business Policy
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Americas Power Partners, Inc.-
Opinion re Legality of Securities to be Issued
Ladies and Gentlemen:
We have acted as special counsel for Americas Power Partners, Inc., a Colorado
corporation (the "Registrant"), in connection with the execution and delivery
of a registration statement on Form SB-1 (the "Registration Statement"),
filed pursuant to the Securities Act of 1933 on behalf of the Registrant
and certain Selling Shareholders.
In connection with this matter, we have examined the originals or copies
certified or otherwise identified to my satisfaction of the following:
(a) Articles of Incorporation of the Registrant, as amended to date;
(b) By-laws of the Registrant, as amended to date;
(c) Certificate from the Secretary of State of the State of Colorado,
dated as of a recent date, stating that the Registrant is duly
incorporated and in good standing in its state of incorporation;
(d) Certificate from the Secretary of State of the State of Colorado,
dated as of a recent date, stating that the Registrant is duly qualified
to do business and is in good standing in its state of incorporation and
has filed all required reports and paid all taxes due;
Page 2
S.E.C.
February 23, 2000
- --------------------
(e) Executed copy of the Registration Statement;
In addition to the foregoing, we have also relied as to matters of fact upon
the representations made by the Registrant in compliance with due diligence
requirements submitted by my office and related certificates and upon
representations made by the Registrant. Based upon and in reliance upon the
foregoing, and after examination of such corporate and other records,
certificates and other documents and such matters of law as we have deemed
applicable or relevant to this opinion, it is our opinion that:
1. The Registrant has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Colorado and
has full corporate power and authority to own its properties and conduct
its businesses; the Registrant is duly qualified as a foreign corporation
and is in good standing in Illinois and in each other jurisdiction in
which the ownership or leasing of property requires such qualification
(except for those jurisdictions in which the only material consequence of
a failure to be so qualified, other than potential penalties not individually
or in the aggregate material to the Registrant taken as a whole, is that
actions may not be brought in the courts of such jurisdictions by the
Registrant until its failure to so qualify, if required, has been cured);
2. The authorized capital stock of the Registrant consists of 40,000,000
shares of Common Stock, .001 par value, of which there are outstanding
10,653,119 shares. Proper corporate proceedings have been taken validly to
authorize such authorized capital stock; all the outstanding shares of such
capital stock (including the Shares) have been duly and validly issued and are
fully paid and nonassessable; the shareholders of the Registrant have no
preemptive rights with respect to the Common Stock of the Registrant;
3. The Registrant timely files reports and is current with respect to all
reports required to be filed on behalf of the Registrant, pursuant to Section
12, 13 and/or 15 of the Securities Exchange Act of 1934 (the "Exchange Act")
and, to the best of my knowledge, no stop order suspending the effectiveness
of any registration statement, Exchange Act filing, or suspending or
preventing trading on the Over-the-Counter ("OTC") Bulletin Board is in effect
and no proceedings for that purpose have been instituted or are pending or
contemplated by the N.A.S.D.;
Page 3
S.E.C.
February 23, 2000
- ---------------------
4. The Registrant's reports (except as to the financial statements contained
therein, as to which we express no opinion) comply as to form in all material
respects with the requirements of the Exchange Act and with the rules and
regulations of the Securities and Exchange Commission thereunder;
5. On the basis of information developed and made available to us, the
accuracy or completeness of which has not been independently verified by us,
we have no reason to believe that the Registration Statement or the Exchange
Act reports (except as to the financial statements contained therein, as to
which we express no opinion) contains any untrue statement of a material fact
or omits to state any material fact required to be stated therein or
necessary in order to make the statements therein not misleading;
6. The information required to be set forth in the Registration Statement is,
to the best of our knowledge, accurately and adequately set forth therein in
all material respects or no response is required with respect to such items,
and, to the best of my knowledge, the description of the Registrant's plans
and agreements granted thereunder accurately and fairly represents the
information required to be shown with respect to said plans, agreements, and
reports by the Exchange Act and the rules and regulations of the Securities
and Exchange Commission thereunder;
7. The terms and provisions of the capital stock of the Registrant conform to
the description thereof contained in all filed reports under the caption
"Description of Common Stock" and have been reviewed by me and insofar as
such statements constitute a summary of the law or documents
referred to therein, are correct in all material respects, and the forms of
certificates evidencing the Common Stock comply with the Colorado law;
8. The descriptions in the filed reports and Registration Statement of
material contracts and other material documents are fair and accurate in all
material respects; and we do not know of any franchises, contracts, leases,
licenses, documents, statutes or legal proceedings, pending or threatened,
which in our opinion is of a character required to be described in the filed
reports and Registration Statement or to be filed as exhibits to the reports
or Registration Statement, which are not described and filed as required;
Page 4
S.E.C.
February 23, 2000
_____________________
9. The Shares have been duly authorized, executed, and delivered by
the Registrant and constitute the valid and legally binding obligation of the
Registrant except as the indemnity provisions thereof may be limited by the
principles of public policy;
10. To the best of our knowledge and belief after due inquiry, there are no
holders of Common Stock or other securities of the Registrant having
registration rights with respect to such securities on account of the filing
of a registration statement who have not effectively waived such rights; and
11. No consent, approval, authorization, or order of any court or
governmental agency or body is required for the consummation by the
Registrant of the transactions on its part contemplated by the Registration
Statement, except such as have been obtained under the Exchange Act
and such as may be required under state or other securities or blue sky
laws in connection with the distribution of the Shares to the Selling
Shareholders.
In addition, we have participated in conferences with representatives and
accountants of the Registrant at which the contents of the Registration
Statement were discussed. Although we have not verified the accuracy or
completeness of the statements contained in the Registration Statement
(other than the caption "Description of Common Stock"), we advise you that
on the basis of foregoing, we have no reason to believe that the Registration
Statement, as of the effective date, contained any untrue statements of
a material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not misleading (except
in each such case for the financial statements or other financial data
contained in the Registration Statement as to which we are not called upon
to and do not express any opinion).
Page 5
S.E.C.
February 23, 2000
_____________________
This letter is furnished to you as for filing purposes on behalf of the
Registrant, and is solely for the benefit of the United States Securities and
Exchange Commission.
Respectfully,
/s/ Nadeau & Simmons, P.C.
NADEAU & SIMMONS, P.C.
CONSENT OF COUNSEL
We hereby consent to the use of our name as legal counsel in the Registration
Statement filed on Form SB-1 pursuant to the Securities Act of 1933 (the
("Act") by Americas Power Partners, Inc..
NADEAU & SIMMONS, P.C.
/S/ Nadeau & Simmons, P.C.
By:_____________________________
Providence, RI
February 23, 2000
CONSENT OF BERSCH ACCOUNTING, S.C.,
INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Prospectus of Americas Power Partners, Inc. that is made a part of the
Registration Statement (Form SB-1) of Americas Power Partners, Inc. for the
registration of approximately 1,314,800 shares of its common stock and to the
incorporation by reference therein of our report dated June 30, 1999,
with respect to the financial statements and schedules of Americas Power
Partners, Inc., as amended, filed with the Securities and Exchange Commission.
/s/ Bersch Accounting
Milwaukee, Wisconsin
February 23, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<CAPTION>
Article 5 Fin. Data Schedule for 1st Qtr 10-Q
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 40,670
<SECURITIES> 0
<RECEIVABLES> 107,217
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 166,086
<PP&E> 134,638
<DEPRECIATION> (168,463)
<TOTAL-ASSETS> 521,399
<CURRENT-LIABILITIES> 920,544
<BONDS> 0
<COMMON> 8,805
0
0
<OTHER-SE> 1,807,501
<TOTAL-LIABILITY-AND-EQUITY> 521,399
<SALES> 151,770
<TOTAL-REVENUES> 139,521
<CGS> 0
<TOTAL-COSTS> 472,971
<OTHER-EXPENSES> 2,055
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,127
<INCOME-PRETAX> (333,664)
<INCOME-TAX> (333,450)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (333,450)
<EPS-BASIC> (.041)
<EPS-DILUTED> (.041)
</TABLE>
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
SAFE HARBOR COMPLIANCE STATEMENT FOR
FORWARD LOOKING STATEMENTS
MARKET RISKS AND OTHER BUSINESS FACTORS
In passing the Private Securities Litigation Reform Act of 1995 (the "Reform
Act"), 15 U.S.C.A. Sections 77z 2 and 78u 5 (Supp. 1996), Congress encouraged
public companies to make "forward looking statements" by creating a safe
harbor to protect companies from securities law liability in connection with
forward looking statements. Americas Power Partners, Inc. ("the "Company")
intends to qualify both its written and oral forward looking statements for
protection under the Reform Act and any other similar safe harbor provisions.
"Forward looking statements" are defined by the Reform Act. Generally,
forward looking statements include expressed expectations of future events
and the assumptions on which the expressed expectations are based. All
forward looking statements are inherently uncertain as they are based on
various expectations and assumptions concerning future events and they are
subject to numerous known and unknown risks and uncertainties which could
cause actual events or results to differ materially from those projected.
Due to those uncertainties and risks, the investment community is urged not
to place undue reliance on written or oral forward looking statements of the
Company. The Company undertakes no obligation to update or revise this Safe
Harbor Compliance Statement for Forward Looking Statements (the "Safe Harbor
Statement") to reflect future developments. In addition, the Company
undertakes no obligation to update or revise forward looking statements to
reflect changed assumptions, the occurrence of unanticipated events or
changes to future operating results over time.
The Company provides the following risk factor disclosure in connection with
its continuing effort to qualify its written and oral forward looking
statements for the safe harbor protection of the Reform Act and any other
similar safe harbor provisions. Important factors currently known
to management that could cause actual results to differ materially from
those in forward looking statements include the disclosures incorporated
herein by reference and set forth in Item 5, Other Information, Business
Plan, of Form 8-K/A, filed on October 29, 1999 with the Securities and
Exchange Commission ("SEC") and also include the following:
Liquidity
The Company is considering the sale of equity in connection with a secondary
offering later in 2000. The Company does not have any underwriting
commitments for such sale of equity. There can be no assurance that any such
sale will close by such date or at all or that the Company will continue to
consider such an offering.
Litigation And Government Investigations
Numerous federal and state civil and criminal laws govern power plant
operations, development and ancillary activities. In general, these laws
provide for various fines, penalties, multiple damages, assessments and
sanctions for violations.
Evolving Industry Standards; Rapid Technological Changes
The Company's success in its business will depend in part upon its continued
ability to enhance its existing techniques and services, to introduce new
techniques and services quickly and cost effectively to meet evolving client
needs and to respond to emerging industry standards and other technological
changes. There can be no assurance that the Company will be able to respond
effectively to new industry standards. Moreover, there can be no assurance
that competitors of Americas Power Partners, Inc. will not develop
competitive techniques, or that any such competitive techniques will not have
an adverse effect upon the Company's operating results.
Moreover, management intends to continue to implement "best practices" and
other established process improvements in its operations going forward. There
can be no assurance that the Company will be successful in refining,
enhancing and developing its operating strategies and systems going forward,
that the costs associated with refining, enhancing and developing such
strategies and systems will not increase significantly in future periods.
Volatility Of Stock Price
The Company believes factors such as liquidity and financial resources and
quarter to quarter and year to year variations in financial results could
cause the market price of the Company's common stock to fluctuate
substantially. Any adverse announcement with respect to such matters or any
shortfall in revenue or earnings from levels expected by management could have
an immediate and material adverse effect on the trading price of the Company's
common stock in any given period. As a result, the market for the Company's
common stock may experience material adverse price and volume fluctuations
and an investment in the Company's common stock is not suitable for any
investor who is unwilling to assume the risk associated with any such price
and volume fluctuations.
