<PAGE> 1
As filed with the Securities and Exchange Commission on May __, 1999.
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------------------------------------
PICK-UPS PLUS, INC.
-------------------
(Name of Small Business Issuer in its charter)
DELAWARE 6794 31-12440524
- ------------------------ ------------------------- -------------------
(State of Incorporation) (Primary Standard (I.R.S. Employer
Industrial Classification I.D. Number)
Number
3532 Irwin Simpson Road, Mason, OH 45040 (513) 398-4344
-------------------------------------------------------
(Address and telephone number of principal executive offices)
3532 Irwin Simpson Road, Mason, OH 45040
----------------------------------------
(Address of principal place of business)
John Fitzgerald, President
Pick-Ups Plus, Inc.
3532 Irwin Simpson Road
Mason, OH 45040
(513) 398-4344
---------------------------------------------------------------------
(Name, address and telephone number of agent for service)
Copies to:
Joel Bernstein, Esq., P.A.
11900 Biscayne Blvd., Suite 604
Miami, Florida 33181
(305) 892-1122
Fax:(305) 892-0822
Approximate date of proposed commencement of sale to the public: From time to
time after the Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Proposed
Amount of Proposed Maximum
Shares Maximum Aggregate Amount of
Title of Each Class of To be Offering Price Offering Registration
Securities to be Registered Registered Per Unit(1) Price Fee
- --------------------------- ---------- ----------- ---------- ------------
<S> <C> <C> <C> <C>
Common Stock 950,000 (2) $1.00 $950,000 $264.10
======================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee based
upon the warrant exercise price.
(2) These shares are issuable on exercise of Warrants. The number of shares
may be increased by operation of anti-dilution provisions contained in
the Warrants.
The Company hereby amends the 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 Acts 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.
2
<PAGE> 3
PICK-UPS PLUS, INC.
PROSPECTUS
MAY __, 1999
950,000 shares of common stock
Our common stock does not currently trade on any market.
The shares for this offering are being sold by the selling security holders
named under Plan of Distribution Selling Security Holders.
INVESTING IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 4.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
3
<PAGE> 4
PROSPECTUS SUMMARY
THE OFFERING
Common stock offered by selling security holders 950,000 shares
Shares of common stock to be outstanding assuming
all shares to which this prospectus relates are sold 7,550,000 shares
OUR COMPANY
We sell franchises for retail stores which sell accessories for trucks and
sports utility vehicles. We also own and operate one store which is the
prototype for our franchise system. We currently have seven franchised locations
operated by independent franchisees.
Our executive offices are located at 3532 Irvin Simpson Road, Mason, Ohio 45040
and our telephone number is: 513-398-4344. We are a Delaware corporation which
was incorporated in 1993.
RISK FACTORS
The risks described below address some of the factors that make an
investment in our common stock risky.
WE HAVE A SHORT OPERATING HISTORY BY WHICH YOU CAN EVALUATE OUR BUSINESS AND
PROSPECTS AND HAD A LOSS IN 1997.
We were incorporated in 1993 and have a limited operating history from
which to evaluate our business and prospects. We had a loss of $27,855 in 1997.
COMPETITION
There are many franchises and business opportunities available to
potential franchisees today.
THERE IS NO MARKET FOR OUR COMMON STOCK
Our common stock does not currently trade on any organized securities
market. There is no assurance that it will ever trade. You may not be able to
sell the shares easily if no market develops for the shares.
NON-REGISTRATION IN CERTAIN STATES
The shares may not be sold in states where such sale has not been
registered, qualified or deemed to be exempt under the state securities laws.
4
<PAGE> 5
USE OF PROCEEDS
No assurance can be given that any or all of our warrants will be
exercised. Accordingly, as far as can be determined as of the date of the
prospectus, the proceeds we will receive upon any exercise of warrants, be used
for general corporate purposes and for working capital which may include payment
of salaries, rent, marketing and opening of additional company owned stores.
Such proceeds would aggregate $950,000 if all the warrants were exercised in
full.
MARKET FOR THE SHARES
There is no public market for our Common Stock. We will seek to have
our common stock traded on the over-the-counter market and quoted on the OTC
Bulletin Board. There can be no assurance that a market will develop or be
maintained or that our stock will be quoted on the OTC Bulletin Board.
We currently have 38 record holders of our Common Stock.
DIVIDEND POLICY
We have not paid any dividends on our Common Stock, and it is not
anticipated that any dividends will be paid in the foreseeable future. The Board
of Directors intends to follow a policy of using retaining earnings, if any, to
finance the growth of the company. The declaration and payment of dividends in
the future will be determined by the Board of Directors in light of conditions
then existing, including the company's earnings, financial condition, capital
requirements and other factors.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Year ended December 31, 1998 compared to year ended December 31, 1997.
The Company recorded a net profit of $26,844 or $.004 per share for
1998 as compared to a net loss of $27,855 for 1997.
REVENUES
On September 30, 1998 the Company acquired ownership of the Pick-Ups
Plus prototype store. Accordingly, revenues and expenses of that store have been
included in the Company's fiscal1998 operations from that date. The acquisition
was made under purchase method of accounting. The sales at the store from the
date of acquisition were $205,217. Revenues from the Company's franchised
operations was $97,702 in 1998 compared to $25,000 in 1997.
The following table sets forth the components of the Company's
franchise revenues for 1998 and 1997.
1998 1997
---- ----
Franchise Fees $70,000 $25,000
Royalties $27,702 -0-
5
<PAGE> 6
COSTS AND EXPENSES
General administrative and selling expenses increased by $88,774.
Increase is generally made up of the following:
Increased expenses associated with adding the retail store operation
and increased advertising, promotion and legal and professional fees
resulting from expanding operations and preparing for a stock offering.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1998, the Company had working capital of $52,263 as
compared to $35,260 at the end of 1997.
The Company is not aware of any trend or event which would potentially
adversely affect its liquidity. In the event such a trend would develop,
management believes that the Company has sufficient funds available to satisfy
the working capital needs of its business.
RISKS ASSOCIATED WITH YEAR 2000 PROBLEM
Computer systems and software used by many companies may need to be
upgraded to accept four digit entries to distinguish 21st century dates from
20th century dates. Like most other companies using computers in their
operations, we need to ensure that its operations will not be adversely impacted
by software or system failures related in the Year 2000 problem. We have been
reviewing our internal computer and related information and operational systems
to assure Year 2000 compliance and the consequences of incomplete or untimely
resolution of the Year 2000 problem will not have a material adverse effect on
our business, financial condition and results of operations in any given year.
However, even if our internal systems are not materially affected by the Year
2000 problem, our business, financial condition and results of operations could
be materially adversely affected if the businesses with which we interact are
disrupted by Year 2000 problems.
BUSINESS
BACKGROUND
In 1993, Fitzgerald Urethanes, Inc. opened a retail store for trucks
and sports utility vehicle accessories in suburban Cincinnati, Ohio, which did
business as Pick-Ups Plus. John Fitzgerald founded Mr. Pickup Co. in February,
1993 to act as a franchisor of similar stores and changed its name to Pick-Up
Plus, Inc. in 1994. We sold our first franchise, located in Florence, Kentucky,
in 1996. The following year, two more franchises were sold, one in South Bend,
Indiana and the other in Des Moines, Iowa. In 1998, we
6
<PAGE> 7
added three new franchises, one in Portland, Oregon, and two in Pittsburgh,
Pennsylvania. We currently have seven (7) franchised locations operated by six
(6) independent franchisees.
On September 30, 1998, we acquired the Pick-Ups Plus prototype store
from Mr. Fitzgerald in order to consolidate its operations with that of the
franchise system. We are a Delaware corporation with our executive offices
located at 3532 Irwin Simpson Road, Mason, Ohio 45040. Our telephone number is:
513-398-4344.
OUR FRANCHISE SYSTEM
THE TYPICAL FRANCHISE UNIT. While each store within our franchise
system is unique in many aspects, there are in fact more similarities than
differences from one franchise unit to the next. This section presents an
profile of the "typical" store within the Pick-Ups Plus system.
FACILITIES. The Picks-Ups Plus store is designed and merchandised to be
a "toy store for pick-up truck and sports utility vehicle enthusiasts." Products
are displayed for maximum appeal, profitability, and traffic flow. The typical
store features approximately 4,000 square feet of space, with 1,500 feet devoted
to the retail showroom, 2,000 feet to the installations facility, and 500 feet
for storage, common area, and office use.
PRODUCTS AND SERVICES
ACCESSORIES - With 4,000 square feet of space, the typical Pick-Ups
Plus store offers a variety of merchandise to accessorize trucks and sports
utility vehicles. Popular product categories include: Grille Accessories,
Running Boards, Chrome Light Bars, Fiberglass Fender Flares, Ladder Racks, Bug
Guards, Heavy-duty Floormats, Oversized Visors, Headlight Covers, Toolboxes, Bed
Liners, Caps and Step Bars.
INSTALLATION - Each store's installation service is an important profit
center. Products typically installed by the stores include: Running Boards, Bug
Shields and Tonnue Tops.
STAFFING. The franchisee is on-site during the vast majority of, if not
all, hours of operation. He has the ultimate responsibility over all operations
and direct responsibility for marketing, financing, human
7
<PAGE> 8
resources and purchasing. He also is active with in-store selling,
merchandising, and customer service. The typical owner-operator takes his
compensation in the form of the store's distributed profits.
In addition to the franchisee, a typical store employs three full-time
associates who manage in-store sales and customer service. The sales associates
are trained in customer-oriented selling techniques and must remain
highly-informed regarding all of the stores products and services.
MARKETING AND ADVERTISING. The Company's most important marketing
activities take place within the stores themselves. Products are merchandised
for maximum appeal and in accordance with in-store traffic. Uniformed and highly
trained sales associates remain constantly available to help customers with
product selection, turning browsers into buyers.
Store-level advertising efforts are supplemented by advertisements
developed and placed by the franchiser. Store-initiated advertising utilizes
print media, radio, and local TV.
Pick-Ups Plus stores generate maximum productivity from their client
bases by maintaining detailed information about all past and current customers.
Mailings are sent regularly to these customers promoting new products and
services or other special promotions. Promotional post cards are sent to
acquired lists of new truck and sport utility vehicle owners in the market
areas.
FRANCHISEE FEES. The fee for the rights to establish a Pick-Ups Plus
franchise is $25,000, payable upon the signing of the franchise agreement and
before the commencement of training or franchise operations. Royalties, equal to
6% of the franchisee's previous week's sales, are paid on a weekly basis.
OTHER RESPONSIBILITIES. To insure the success of its franchisees and
the system in general, the Company requires that its franchisees meet certain
additional requirements. These include the allocation of minimum marketing
budgets (at least $1,500 per month or 4% of gross sales, whichever is larger)
and the acquisition of proper insurance coverage (including a minimum of $1
million coverage each for general aggregate, product, and personal injury
coverage).
8
<PAGE> 9
COMPANY SUPPORT
MARKET-TESTED PRODUCTS AND OPERATIONS APPROACH - Since 1993, the
Company and its predecessor company have refined all aspects of store
operations, including merchandising, product/service mix, and promotional
materials. A 187 page operations manual covering all aspects of operations
serves as the franchisee's first source of reference for operational questions.
TRAINING - The Company's franchisees receive 18 days of intensive
training and orientation. Training covers all aspects of operations including:
Store Operations, Ordering Inventory, Inventory Control, Installation of
Products Sold, Store Maintenance and Merchandising (In-Store Training), Office
Procedures, Forms, Ordering Items (In-Store Training), Sales Training, and
Dealing with Customers and Employees.
CONTINUED MANAGEMENT SUPPORT - Support efforts include regular
operational visits and phone consultations from Mr. Fitzgerald and other support
professionals. Helpful management information is also distributed through
regular educational seminars, conferences, bulletins, and newsletters. The
Company hosts a very sophisticated Web Site that all franchisees have access to.
On the Web Site (www.pickups- plus.com), the franchisee can exchange sales tips,
installation tips, information about other franchise stores and managers, and
supplier information. Additionally, the Web Site gives the franchisees the
ability to communicate directly with the franchiser and other franchisees
through an on-line mailbox system.
CONTINUED MARKETING SUPPORT - Franchisees benefit from marketing
developed and placed by the Company. This corporate marketing creates awareness
and positive perceptions that are then amplified by the franchisees' own local
marketing efforts. The Company's franchisees benefit from the affiliation with a
larger, recognizable organization.
BUYING POWER - Through its favorable vendor relationships, the Company
enables its franchisees to purchase items in small quantities at significant
discounts normally reserved for volume purchases. No franchisee is required to
purchase any products from the Company.
9
<PAGE> 10
SITE SELECTION - The Company offers assistance in site selection
includes market analysis, specific site evaluation, and lease negotiation.
STORE OPENING - The Company assists its franchisees in designing,
laying out, and merchandising their stores. It identifies preferred vendors for
fixtures, insurance, and other pre-opening requirements. Finally, the Company
provides on-site store opening assistance for the first week of operations.
FRANCHISE AGREEMENT - The initial term of the franchise agreement is
five (5) years and may be renewed by the franchisee for an additional five (5)
years. The Company may terminate a franchise agreement in the event the
franchisee breaches the terms of the franchise agreement.
STORE LOCATIONS
We have one company-owned store located in Ohio.
The following table sets forth the locations of the franchised stores
as of the date hereof: Number of
State Franchised Stores
----- -----------------
Indiana 2
Oregon 1
Pennsylvania 2
Kentucky 1
Iowa 1
FRANCHISE MARKETING
Our marketing strategy for franchise sales is based on the sale of
individual franchise stores to business-minded individuals. The Company does not
have any area development agreements to open multi- store franchises. We believe
that the market for Pick-ups Plus stores is nationwide. We seek franchisees by
attendance at franchise and business opportunity shows, advertising in national
publications and our World Wide Web site.
10
<PAGE> 11
COMPETITION
Franchising - The Company competes directly with many other local and
national franchisors which are also seeking to sell their franchises or business
opportunities to prospective franchisees. The Company is aware of only one other
franchiser of truck accessory stores, Trucking America, Inc. of Winston-Salem,
N.C.
Merchandise - The Company's franchisees compete against local auto
parts stores, specialized truck accessory stores and national auto parts chains
such as AutoZone, Pep Boys and Discount Auto Parts. Major retailers, such as
Wal-Mart, K-Mart and Sears also offer a limited selection of truck accessories.
Truck enthusiast magazines and catalogs carry extensive advertisements of
products available by mail order. The World Wide Web is a rapidly growing source
of merchandise, including truck accessories.
The Company's franchisees generally compete on the basis of an
extensive product selection and the availability of installation services.
TRADE NAMES AND SERVICE MARKS
The Company currently holds a Federal trademark registration for
PICK-UPS PLUS which was issued in 1995. In addition, the Company holds
copyrights in connection with all of its training manuals and materials which it
considers proprietary. The Company is not aware of any current use of similar
marks.
REGULATION
The offer and sale of franchises is subject to extensive federal and
state laws and substantial regulation under such laws by government agencies,
including the Federal Trade Commission (the "FTC") and various state
authorities. Pursuant to FTC regulations, the Company is required to furnish to
prospective franchisees a current franchise offering disclosure document
containing information prescribed by the FTC. The Company uses Uniform Franchise
Offering Circulars to satisfy this disclosure obligation. In addition, in
certain states, the Company is required to register or file with such states and
to provide prescribed disclosures. The Company is required to update its
offering disclosure documents to reflect the occurrence
11
<PAGE> 12
of material events. The occurrence of any such events may from time to time
require the Company to cease offering and selling franchises until the
disclosure document relating to such franchising business is updated. There can
be no assurance that the Company will be able to update its disclosure documents
(or in the case of any newly acquired franchising business, prepare an adequate
disclosure document) or become registered in certain states in a time frame
consistent with its expansion plans, that it will not be required to cease
offering and selling franchises or that the Company will be able to comply with
existing or future franchise regulation in any particular state, any of which
could have an adverse effect on the Company.
The Company is also subject to a number of state laws that regulate
certain substantive aspects of the franchiser-franchisee relationship, such as
termination, cancellation or non-renewal of a franchise (including requirements
that "good cause" exist as a basis for such termination and that a franchisee be
given advance notice of and a right to cure a default prior to termination) and
may require the franchiser to deal with its franchisees in good faith, prohibit
interference with the right of free association among franchisees, and regulate
discrimination among franchisees in charges, royalties or fees. If the Company
is unable to comply with the franchise laws, rules and regulations of a
particular state relating to offers and sales of franchises, the Company will be
unable to engage in offering or selling franchises in or from such state.
Amendments to existing statutes and regulations, adoption of new statutes and
regulations and the Company's expansion into new states and foreign
jurisdictions could require the Company to continually alter methods of
operations at costs which could be substantial.
The Company believes that it is in substantial compliance with all of
the foregoing federal and state franchising laws and the regulations promulgated
thereunder and has obtained all licenses and permits necessary for the conduct
of its business. Failure to comply with such laws and regulations in the future
could subject the Company to civil remedies, including fines or injunctions, as
well as possible criminal sanctions, which would have a material adverse effect
on the Company.
12
<PAGE> 13
The Company's own retail operations and those of its franchisees are
also subject to various federal, state and local laws affecting their retail
businesses, including state and local licensing, labor, wage and hour, zoning,
land use, construction and environmental regulations and various safety and
other standards. The failure of the Company or its franchisees to comply with
applicable regulations could interrupt the operations of the affected franchise
or otherwise adversely affect the franchise or the Company.
EMPLOYEES
As of the date hereof, we employ 7 persons (of which 5 are full-time
employees). None of the Company's employees are covered by a collective
bargaining agreement. We believe that our employee relations are satisfactory.
PROPERTIES
The Company leases its principal executive office, located in Mason,
Ohio, at an annual rent of $9,600 and with an expiration date of May 2001. The
Company-owned store in Sharonville, Ohio is leased at an annual rent of $26,400
and with an expiration date of April 1, 2002.
MANAGEMENT
OUR DIRECTORS AND EXECUTIVE OFFICERS ARE:
Name Age Position
---- --- --------
John Fitzgerald 55 President and Director
Sean Fitzgerald 28 Vice President - Store Operations
Erin Schueler 29 Secretary and Franchise Coordinator
Dave McConnell 43 Director
Joseph Lamble 58 Director
SEAN FITZGERALD is the son of John Fitzgerald. Erin Schueler is his
daughter.
JOHN FITZGERALD is the founder of the Company, which was incorporated
in 1993, and the founder of its predecessor company, Fitzgerald Urethanes, Inc.,
which was incorporated in May, 1987. A graduate of the University of Ft.
Lauderdale with a Bachelor's in Marketing, he has 30 years experience in sales
and
13
<PAGE> 14
marketing and 15 years experience in management. His experience includes the
following positions: International Urethane Director for H.C. Price from 1976 to
1978; Eastern Sales Manager for Foam Systems from 1978 to 1984; and, Regional
Salesman for Owens-Corning Fiberglass from 1972 to 1976. He owned and operated
Reaction Plastics, a small manufacturing company, which he sold in 1994 to
finance the franchising efforts of the Company. Mr. Fitzgerald is primarily
responsible for coordinating the expansion of the Company. He has direct
responsibility for the management of franchise operations and the supervision of
the company owned store. As such, he is responsible for the development of
marketing strategies and new product lines. He has been President and a director
since 1993.
SEAN FITZGERALD is a graduate of the University of Cincinnati with a
Bachelors degree in Marketing. He has been with the Company and its predecessor
company since its inception in 1993. Mr. Fitzgerald is primarily responsible for
overseeing the daily operations of the company store, training franchisees on
store operations and maintaining ongoing contact with franchisees to assist in
their daily operation. Mr. Fitzgerald also oversees all advertising and
marketing programs for the stores.
ERIN SCHUELER is a graduate of Ohio University with a Bachelors in
Communications. She has been involved with the Company and its predecessor
company since its inception in 1993. As Director of Business Operations, Ms.
Schueler's primary responsibilities include overseeing the daily operations of
the corporate office, accounts payable and receivables, personnel and assisting
with franchise sales, training and maintaining ongoing contact with franchisees
to assist in their business operations.
DAVE MCCONNELL is the owner of two Pick-Ups Plus franchises. Mr.
McConnell is an undergraduate of Robert Morris College with a Bachelors in
Business Administration. He received his Masters of Business Administration from
Carnegie Mellon University. Mr. McConnell has been the CEO and founder of
Legendary Motor Works, a manufacturer of custom sports cars, since 1991. He was
elected a Company director in September 1998.
14
<PAGE> 15
JOSEPH LAMBLE received his MBA from California Coast University. He has
been the CEO of Frannet Mid-America, a national group of franchise consultants
since January 1994. Mr. Lamble coauthored the franchise textbook, FRANCHISING
101, in addition to consulting with many out-placement offices in Indiana. Mr.
Lamble serves on the SCORE chapter of the SBA. He was elected as a Company
director in September 1998.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table set s forth the total compensation paid to our
chief executive officer for the last three completed fiscal years. No executive
officer of the company received compensation of $100,000 or more during any such
year.
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION YEAR TOTAL INCOME OTHER ANNUAL OTHER ANNUAL
BONUS COMPENSATION
- --------------------------- ---- ------------ ------------ ------------
<S> <C> <C> <C> <C>
JOHN FITZGERALD, PRESIDENT 1996 $ -0- -0- -0-
1997 $ -0- -0- -0-
1998 $18,000 -0- -0-
</TABLE>
The Company does not have any long term compensation plans or stock
option plans.
DIRECTOR COMPENSATION
No other fees are paid for director services. The Company paid 25,000
shares of its common stock to each of Joseph Lamble and Dave McConnell for
serving as directors.
EMPLOYMENT AGREEMENTS
The Company does not have any written employment agreements.
15
<PAGE> 16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 5, 1999, the beneficial
ownership of the Company's 6,600,000 outstanding shares of Common Stock by (1)
the only persons who own of record or are known to own, beneficially, more than
5% of the Company's Common Stock; (2) each director and executive officer of the
Company; and (3) all directors and officers as a group.
Number of
Name Shares Percent(1)
---- --------- ----------
John Fitzgerald 5,580,000 84.5%
Sean Fitzgerald 90,000 *
Erin Schueler 50,000 *
Dave McConnell (2) 97,500 *
Joseph Lamble 25,000 *
All officers and directors
as a group (5 persons) 5,842,500 88.5%
(1) Based upon 6,600,000 shares outstanding as of April 5, 1999.
(2) Includes 47,500 which may be acquired on the exercise of stock
purchase warrants. Excludes 25,000 shares owned by and 47,500
shares which may be acquired by the exercise of stock purchase
warrants by Mr. McConnell's wife.
* Less than 2%.
INDEMNIFICATION
The Company's Certificate of Incorporation limits the liability of
Directors to the maximum extent permitted by the Delaware General Corporation
Law, Delaware law provides that the directors of the corporation will not be
personally liable to such corporation or its stockholders for monetary damages
for breach of their fiduciary duties as directors, except for liability (i) for
any breach of their duty of loyalty to the corporation or its stockholders; (ii)
for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law; (iii) for unlawful payments of dividends or
unlawful stock
16
<PAGE> 17
repurchases or redemptions as provided in Section 174 of the Delaware General
Corporation Law; or (iv) for any transaction from which the director derives an
improper personal benefit. The Company's By-Laws provide that the Company shall
indemnify its Directors and officers to the fullest extent permitted by Delaware
law and permit the Company to advance expenses to such Directors and officers to
defend any action for which rights of indemnification are provided. The By-Laws
also permit the Company to grant such rights to its employees and agents.
INDEMNIFICATION AGAINST PUBLIC POLICY
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or person controlling the
company, the company has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is therefore unenforceable.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In September 1998, we acquired our franchise system's prototype store
from a corporation owned by John Fitzgerald, our President, a director and
majority shareholder.
The acquisition was for 144,000 shares of our common stock. Mr.
Fitzgerald owned the store since 1993. In addition, we assumed liabilities of
$5,603 as of the closing.
PLAN OF DISTRIBUTION/SELLING SECURITY HOLDERS
Plan of distribution
The shares offered hereby may be sold from time to time directly by the
selling security holders. Alternatively, these Selling Security Holders may from
time to time offer the shares through underwriters, dealers or agents. The
distribution of the shares by the selling security holders may be effected in
one or more transactions that may take place on the over-the-counter market in
the event a trading market is established on the over-the-counter market,
including:
* ordinary broker's transactions,
17
<PAGE> 18
* privately-negotiated transactions or
* through sales to one or more broker-dealers for resale, at market
prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Customary or
specifically negotiated brokerage fees or commissions may be paid by
the selling
security holders in connection with such sales of shares. The shares offered by
the selling security Holders may be sold by one or more of the following
methods, without limitations:
* a block trade in which a broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
* purchases by a broker or dealer as principal and resale by such broker
or dealer for its account pursuant to this Prospectus;
* ordinary brokerage transactions and transactions in which the broker
solicits purchasers, and
* face-to-face transactions between sellers and purchasers without a
broker-dealer.
In effecting sales, brokers or dealers engaged by the selling security
holders may arrange for other brokers or dealers to participate. The selling
security holders and intermediaries through whom such shares are sold may be
deemed "underwriters" within the meaning of the Shares Act of 1933 with
respect to the shares offered, and any profits realized or commissions received
may be deemed underwriting compensation.
At the time a particular offer of shares is made by or on behalf of a
selling security holder, to the extent required, a prospectus will be
distributed which will set forth the number of shares being offered and the
terms of the offering, including the name or names of any underwriters, dealers
or agents, if any, the purchase price paid by any underwriter for shares
purchased from the selling security holder and any discounts, commissions or
concessions allowed or reallowed or paid to dealers and the proposed selling
price to the public.
The following security holders may offer shares of common stock
issuable upon exercise of warrants.
18
<PAGE> 19
Except as indicated below, none of the selling security holders having any
affiliation with the Company other than as security holders:
<TABLE>
<CAPTION>
NAME NUMBER OF NUMBER OF SHARES NUMBER OF
SHARES AND WHICH MAY BE SHARES TO BE
WARRANTS OFFERED PURSUANT TO OWNED AFTER THE
OWNED THIS PROSPECTUS OFFERING*
<S> <C> <C> <C>
Alan Whitney 36,250 23,750 12,500
Maureen Whitney 36,250 23,750 12,500
Mary Ann Rack 145,000 95,000 50,000
David W. McConnell (1) 72,500 47,500 25,000
Cheryl A. McConnell (2) 72,500 47,500 25,000
Judith A. Taft 145,000 95,000 50,000
Jude T. Fitzgerald 14,500 9,500 5,000
Jean M. Cotter 29,000 19,000 10,000
Regina Daly 14,500 9,500 5,000
George Schwoeppe 29,000 19,000 10,000
Peggy Schwoeppe 29,000 19,000 10,000
Francis J. Smith 72,500 47,500 25,000
Nora C. Smith 72,500 47,500 25,000
Carl G. Chiarenza 29,000 19,000 10,000
Anne Kelly 14,500 9,500 5,000
Brett Butterman 87,000 57,000 30,000
Albert Ipsa 29,000 19,000 10,000
Donald P. Visco, Jr. 21,750 14,250 7,500
Donald P. Visco 21,750 14,250 7,500
Robert A. Eaves 72,500 47,500 25,000
Karen P. Eaves 72,500 47,500 25,000
Edward Roach 36,250 23,750 12,500
Elizabeth J. Cronin 36,250 23,750 12,500
John A. O'Neil 29,000 19,000 10,000
Donna R. O'Neil 29,000 19,000 10,000
Elaine O'Neil 36,250 23,750 12,500
John J. O'Neil 36,250 23,750 12,500
Raymond A. Dufour 36,250 23,750 12,500
Patricia A. Dufour 36,250 23,750 12,500
Dennis Olden 58,000 38,000 20,000
</TABLE>
(1) A director of the Company.
(2) Spouse of a director of the Company.
* Assuming all Shares are sold.
19
<PAGE> 20
DESCRIPTION OF SECURITIES
Common Stock
We are authorized to issue 50,000,000 shares of common stock with $.001
par value. The holders of the common stock are entitled to one vote per each
share held and have the sole right and power to vote on all matters on which a
vote of stockholders is taken. Voting rights are non-cumulative. The holders of
shares of common stock are entitled to receive dividends when, as and if
declared by the Board of Directors, out of funds legally available therefore and
to share pro-rata in any distribution to stockholders. We anticipate that any
earnings will be retained for use in our business for the foreseeable future.
Upon liquidation, dissolution, or winding up of the company, the holders of the
common stock are entitled to receive the net assets held by the company after
distributions to the creditors. The holders of common stock do not have any
preemptive right to subscribe for or purchase any shares of any class of stock.
The outstanding shares of common stock and the shares offered hereby will not be
subject to further call or redemption and will be fully paid and non-assessable.
Preferred Stock
The Board of Directors has the authority to cause the company to issue
without any further vote or action by the stockholders, up to 5,000,000 shares
of preferred stock, in one or more series, and to designate the number of shares
constituting any series, and to fix the rights, preferences, privileges and
restrictions thereof, including dividend rights, voting rights, rights and terms
of redemption, redemption price or prices and liquidation preferences of such
series. The issuance of preferred stock may have the effect of delaying,
deferring or preventing a change in control of the company without further
action by the stockholders. The issuance of preferred stock with voting and
conversion rights may adversely affect the voting power of the holders of common
stock, including the loss of voting control. No preferred stock is outstanding
as of the date hereof.
20
<PAGE> 21
LEGAL MATTERS
The validity of the shares offered hereby is being passed upon for the
Company by Joel Bernstein Esq., P.A., Miami, Florida.
EXPERTS
The financial statements appearing in this prospectus and registration
statement have been audited by Robert J. White, CPA, independent certified
public accountants, as set forth in their report thereon appearing elsewhere
herein and in the registration statement, and are included in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission a
registration statement on Form SB-2 under the Securities Act with respect to the
securities being offered. This prospectus, filed as a part of the registration
statement, does not contain certain information contained in or annexed as
exhibits to the registration statements. Reference is made to exhibits to the
registration statement for the complete text. For further information with
respect to the Company and the securities hereby offered, reference is made to
the registration statement and to the exhibits filed as part of it, which may be
inspected and copied at the public reference facilities of the commission in
Washington D.C., and at the Commission's regional offices at
* 500 West Madison Street, Chicago, IL 60604;
* 7 World Trade Center, New York, NY 10048;
* and 5757 Wilshire Boulevard, Los Angeles, CA 90034;
* and copies of such material can be obtained from the Public Reference Section
of the Commission, 450 5th Street, N.W., Washington, D.C. 20549, at
prescribed rates and are available on the World Wide Web at:
http://www.sec.gov.
21
<PAGE> 22
PICK-UPS PLUS, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997, 1996
<PAGE> 23
INDEX TO FINANCIAL STATEMENTS
PAGE
----
INDEPENDENT AUDITOR'S REPORT 1
BALANCE SHEETS 2
STATEMENTS OF OPERATIONS 3
STATEMENTS OF SHAREHOLDERS' EQUITY 4
STATEMENTS OF CASH FLOWS 5
NOTES TO FINANCIAL STATEMENTS 6 - 10
<PAGE> 24
ROBERT L. WHITE
CERTIFIED PUBLIC ACCOUNTANT
988 OHIO PIKE, SUITE #2
CINCINNATI, OHIO 45245
- --------------------------------------------------------------------------------
PHONE (513) 943-1040
FAX (513) 943-7760
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and
Stockholders of Pick-Ups Plus, Inc.
We have audited the accompanying balance sheets of Pick-Ups Plus, Inc. (A
Delaware Corporation) as of December 31, 1998, 1997 and 1996, and the related
statements of operation, shareholders' equity and cash flows for the years 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.
These 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 the above present fairly,
in all material respects, the financial position of Pick-Ups Plus, Inc. as of
December 31, 1998, 1997 and 1996, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.
/s/ Robert L. White
Robert L. White, CPA
February 20, 1999
1
<PAGE> 25
PICK-UPS PLUS, INC.
BALANCE SHEETS
DECEMBER 30, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
ASSETS
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Current Assets
Cash in Bank $ 37,113 $ 21 $ 10,710
Accounts Receivable 21,508 -0- -0-
Inventory 36,630 -0- -0-
-------- -------- ---------
$ 95,251 $ 21 $ 10,710
Property & Equipment
Furniture, Fixtures & Equipment 5,000 -0- -0-
Less: Accumulated Depreciation (179) -0- -0-
-------- -------- ---------
4,821 -0- -0-
Other Assets
Franchise Development Costs 84,811 84,811 42,000
-------- -------- ---------
Total Assets $184,883 $ 84,832 $ 52,710
======== ======== =========
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 4,302 $ -0- $ -0-
Federal Tax Payable 2,895 -0- 2,984
Notes Payable 35,281 35,281 32,320
-------- -------- ---------
Total Liabilities $ 42,478 $ 35,281 $ 35,304
Stockholders' Equity
Common Stock, $0.001 Par,
50,000,000 Shares Authorized,
6,600,000 Shares Issued At
December 31, 1998
1 Share, No Par, Authorized and Issued
At December 31, 1997 and 1996 6,600 500 500
Additional Paid In Capital 119,400 60,000 -0-
Retained Earnings 16,405 (10,949) 16,906
-------- -------- ---------
Total Stockholders' Equity 142,405 49,551 17,406
-------- -------- ---------
Total Liabilities &
Stockholders' Equity $184,883 $ 84,832 $ 52,710
======== ======== =========
</TABLE>
See accompanying notes and accountant's report.
2
<PAGE> 26
PICK-UPS PLUS, INC.
STATEMENTS OF OPERATION
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Revenue
Retail Sales $ 205,217 -0- -0-
Franchise Fees & Royalties 98,302 $ 25,000 $ 47,500
---------- ---------- ----------
$ 303,519 $ 25,000 $ 47,500
----------
Cost of Sales 128,657 -0- -0-
---------- ---------- ----------
Gross Profit 174,862 25,000 47,500
Selling, General &
Administrative Expenses 144,613 55,839 27,610
---------- ---------- ----------
Total Expenses 144,613 55,839 27,610
---------- ---------- ----------
Net Income (Loss) Before
Provision for Income Tax $ 30,249 $ (30,839) $ 19,890
Provision (Benefit) For
Income Taxes 2,895 (2,984) 2,984
---------- ---------- ----------
Net Income (Loss) $ 27,354 $ (27,855) $ 16,906
========== ========== ==========
Basic & Diluted Earnings (Loss)
Per Common Share $ .02 $ (27,855) $ 16,906
Weighted Average Common
Shares Outstanding 1,602,242 1 1
</TABLE>
See accompanying notes and accountant's report.
3
<PAGE> 27
PICK-UPS PLUS, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
Common Stock Additional Accumulated Total
------------------------- Paid In Earnings Shareholders'
Shares Amount Capital (Deficit) Equity (Deficit)
--------- --------- -------- --------- ----------------
<S> <C> <C> <C> <C> <C>
Balance at
December 31, 1995 1 $ 500 $ -0- $ -0- $ 500
Net Income 16,906 16,906
--------- --------- -------- --------- --------
Balance at
December 31, 1996 1 $ 500 $ -0- $ 16,906 $ 17,406
Additional Paid In
Capital By Company
Founder 60,000 60,000
Net Loss (27,855) ( 27,855)
--------- --------- -------- --------- --------
Balance at
December 31, 1997 1 $ 500 $ 60,000 $ (10,949) $ 49,551
Issuance of Common
Stock In Share Expansion
(Note 8) 5,465,999 4,966 9,900 14,866
Issuance of Common
Stock To Company
Directors & Officers
(Note 8) 190,000 190 190
Issuance of Common
Stock For Consulting
Services (Note 8) 300,000 300 300
Issuance of Common
Stock For Assets
(Note 3) 144,000 144 144
Issuance of Common
Stock For Cash
(Note 7) 500,000 500 49,500 50,000
Net Income 27,354 27,354
--------- --------- -------- --------- --------
Balance at
December 31, 1998 6,600,000 $ 6,600 $119,400 $ 16,405 $142,405
</TABLE>
See accompanying notes and accountant's report.
4
<PAGE> 28
PICK-UPS PLUS, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Income (Loss) For The Year $ 27,354 $(27,855) $ 16,906
Adjustments To Reconcile Net Income
To Net Cash Provided By (Used In)
Operating Activities:
Depreciation 179 -0- -0-
(Increase) Decrease In Assets:
Accounts Receivable (21,508) -0- -0-
Inventory (36,630) -0- -0-
Increase (Decrease) In Liabilities:
Accounts Payable 4,302 -0- -0-
Federal Taxes Payable 2,895 (2,984) 2,984
-------- -------- --------
TOTAL ADJUSTMENTS (50,762) (2,984) 2,984
-------- -------- --------
NET CASH CASH PROVIDED (USED)
BY OPERATING ACTIVITIES (23,408) (30,839) 19,890
-------- -------- --------
CASH FLOWS FROM
FINANCING ACTIVITIES
Common Stock Issued $ 6,100 $ -0- $ 500
Paid In Capital Contributed 59,400 60,000 -0-
Purchase of Property & Equipment (5,000) -0- -0-
Proceeds From Notes Payable -0- 2,961 32,320
Franchise Development Costs -0- (42,811) (42,000)
-------- -------- --------
NET CASH PROVIDED (USED)
BY FINANCING ACTIVITIES 60,500 20,150 (9,680)
-------- -------- --------
NET INCREASE (DECREASE)
IN CASH $ 37,092 $(10,689) $ 10,210
CASH BEGINNING OF PERIOD 21 10,710 500
-------- -------- --------
CASH END OF PERIOD $ 37,113 $ 21 $ 10,710
======== ======== ========
</TABLE>
See accompanying notes and accountant's report.
5
<PAGE> 29
PICK-UPS PLUS, INC.
NOTES TO THE FINANCIAL STATEMENT
DECEMBER 31, 1998, 1997 AND 1996
NOTE 1 BUSINESS DESCRIPTION
Pick-Ups Plus, Inc. operates and franchises retail automotive parts and
accessories stores catering to the light truck market, which is the fastest
growing segment of the motor vehicle market in the United States. The Company
has six stores operated by franchisees and one Company owned store. Subject to
the availability of financing, the Company intends to pursue an aggressive
expansion strategy by opening additional company-owned and franchise locations.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPALS OF PRESENTATION
The financial statements have been prepared in accordance with generally
accepted accounting principles.
METHOD OF ACCOUNTING
The Company uses the accrual method of accounting for financial statement
reporting. Under this method, revenue is recognized when earned and expenses are
recognized when incurred.
ACCOUNTS RECEIVABLE
The Company expects to collect all outstanding receivables; accordingly, no
allowance for doubtful accounts is required.
INVENTORY
Inventory is valued at the lower of cost or market using the first in - first
out method.
PROPERTY & EQUIPMENT
Property and equipment are carried at cost. Depreciation of property and
equipment is computed on a straight-line basis, generally over the estimated
useful lives of the assets or, when applicable, the life of the lease, whichever
is shorter.
6
<PAGE> 30
PICK-UPS PLUS, INC.
NOTES TO THE FINANCIAL STATEMENT
DECEMBER 31, 1998, 1997 AND 1996
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONT'D)
INCOME TAXES
The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes," which requires recognition of deferred tax
liabilities and assets for the expected future tax consequences of events that
have been included in the financial statements or tax returns. Under this
method, deferred tax liabilities and assets are determined based on the
temporary difference between the financial statement and tax basis of assets and
liabilities using presently enacted tax rates in effect. Valuation allowances
are established when necessary to reduce deferred tax assets to the amount
expected to be realized.
NET LOSS PER SHARE
The Company computes net income or loss per share in accordance with SFAS No.
128, "Earnings Per Share" which requires dual presentation of basic earnings per
share ("EPS") and diluted EPS.
Basic earnings per share is computed using the weighted average number of common
shares outstanding during the period. Diluted earnings per share is computed
using the weighted average number of common shares and potentially dilutive
shares outstanding during the period. The company has 950,000 warrants
outstanding at December 31, 1998, which could potentially dilute basic earnings
per share in the future, but have not been included in the computation of
diluted net income per share, as the impact would have been antidilutive for the
periods presented.
BUSINESS RISK
Business risks include the following:
Competition - Many of the Company's current and potential competitors have
longer operating histories, larger customer bases and greater financial,
marketing and other resources than the Company. Increased competition may result
in reducing operating margins and impact market share.
Risks Associated With Brand Development - The Company intends to continue to
pursue an aggressive brand-enhancement strategy, which will include mass market
and multimedia advertising, promotional programs and public relations
activities. To increase awareness of the Pick-Ups Plus, Inc. brand and expand it
ot a wide range of products and services, the Company will need to continue to
spend significant amounts on advertising and promotions. These expenditures may
not result in a sufficient increase in revenues to cover such advertising and
promotions expenses.
7
<PAGE> 31
PICK-UPS PLUS, INC.
NOTES TO THE FINANCIAL STATEMENT
DECEMBER 31, 1998, 1997 AND 1996
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONT'D)
CONCENTRATION OF CREDIT RISK
Financial instruments which potentially subject the company to concentrations of
credit risk are principally bank deposits and accounts receivable. Cash and cash
equivalents and bank deposits are deposited with high credit quality financial
institutions. Accounts receivable typically represent credit card purchases and
are derived from the revenues earned from customers in the U.S. and are
denominated in U.S. dollars. Accounts receivable balances are typically settled
through customer credit cards and, as a result, the majority of accounts
receivable are collected upon processing of credit card transactions. The
company maintains an allowance for uncollectible accounts based upon the
expected collectibility of accounts receivable.
NOTE 3 BUSINESS COMBINATION
Effective September 30, 1998, Pick-Ups Plus, Inc. entered into an asset purchase
agreement with a related party to acquire a retail store in Cincinnati, Ohio,
for 144,000 shares of the Company's common stock, the assumption of certain
obligations totaling approximately $5,630. The company has recorded the
acquisition using the purchase method of accounting as follows:
Assets acquired $ 41,630
Liabilities assumed 5,630
-------------
Acquisition price of assets $ 36,000
=============
The following unaudited pro forma data summarizes the results of operations of
the Company for the year ended December 31, 1998, as if the acquisition had been
completed on January 1, 1998. The pro forma data gives effect to the actual
operating results prior to acquisition. The pro forma results do not purport to
be indicative of the results that would have actually been achieved if the
acquisition had occurred on January 1, 1998, or that may be achieved in the
future.
Sales $ 942,414
Net Income $ 42,617
Basic Net Income Per Share $ .03
8
<PAGE> 32
PICK-UPS PLUS, INC.
NOTES TO THE FINANCIAL STATEMENT
DECEMBER 31, 1998, 1997 AND 1996
NOTE 4 LEASE OBLIGATIONS
The Company is obligated presently for future minimum lease payments for office
and retail space, vehicles and equipment in the following amounts:
1999 $ 24,000
2000 14,412
2001 6,338
2002 3,558
2003 1,840
NOTE 5 NOTES PAYABLE
Notes payable consist of the following:
1998 1997 1996
---- ---- ----
A demand note payable to a
shareholder. There is currently
no interest being charged. $ 35,281 $ 35,281 $ 32,320
NOTE 6 RELATED PARTY TRANSACTION
On September 30, 1998, Pick-Ups Plus, Inc. acquired the assets of Fitzgerald
Urethanes, Inc., which consisted of the assets and operations of a Pick-Ups Plus
retail store located in Cincinnati, Ohio. John Fitzgerald, who owns a beneficial
interest of approximately 87% of Pick-Ups Plus, Inc. owned 100% of Fitzgerald
Urethanes, Inc. This was the same transaction spoken to in foregoing Note 3.
NOTE 7 PRIVATE PLACEMENT AND WARRANTS OUTSTANDING
On November 2, 1998, the Company was authorized to issue a private placement of
common stock. The Company was authorized to issue 10,000 units at $5.00 per
unit. Each unit consists of 50 shares of common stock and 95 redeemable stock
purchase warrants. The common stock purchase warrants are exercisable for one
share of common stock at $1.00 per share until November 2, 2000. The Company may
redeem the warrants at $.01 per warrant with 30-day prior written notice if the
common stock bid price equals or exceeds $2.50 per share for ten consecutive
trading days ending on the third day prior to the date on which such notice was
given.
The sale of the 10,000 units had been completed as of December 31, 1998.
9
<PAGE> 33
PICK-UPS PLUS, INC.
NOTES TO THE FINANCIAL STATEMENT
DECEMBER 31, 1998, 1997 AND 1996
NOTE 8 ISSUANCE OF NEW STOCK
In September of 1998, the Company's directors authorized the increase in number
of shares of common stock from one share to fifty million shares at $0.001 par
value per share and five million shares of preferred stock at $1.00 par value
per share. Accordingly, the existing outstanding shares of common stock issued
were increased from one (1) share to six million one hundred thousand
(6,100,000) shares. (See Note 9) Additionally, the directors authorized the
Private Placement referred to in Note 7.
Upon the increase in number of shares of common stock, several issues were made.
The founder, John Fitzgerald's shares were increased from 1 to 5,436,000 shares.
Additionally, his daughter, Kiernan Fitzgerald, received 30,000 shares.
300,000 shares were issued to The Southern Companies as part of their consulting
contract to provide certain investment banking services.
190,000 shares were issued to the following company directors and officers:
Shares
------
Sean Fitzgerald, Director, Vice President 90,000
(John Fitzgerald's son)
Erin Schuler, Director, Corporate Secretary 50,000
(John Fitzgerald's daughter)
David McConnell, Director 25,000
Joseph Lamble, Director 25,000
-------
190,000
NOTE 9 SUBSEQUENT EVENTS
In January of 1999, subsequent to the balance sheet date, the Corporation (a
Delaware Corporation) submitted and had approved an amendment to its Certificate
of Incorporation to become authorized to issue 50,000,000 shares of Common Stock
with $0.001 par value per share and 5,000,000 shares of Preferred Stock at $1.00
par value per share. The directors authorized this change in September, 1998,
and intended for this amendment to be filed with Delaware immediately
thereafter, but, due to an administrative oversight, the actual filing did not
occur until January, 1999.
10
<PAGE> 34
<TABLE>
<CAPTION>
<S> <C>
No dealer, salesman or other person is authorized to give any
information or make any information or make any representations not
contained in this Prospectus with respect to the offering made hereby.
This Prospectus does not constitute an offer to sell any of the 950,000 Shares of Common Stock
securities offered hereby in any jurisdiction where, or to any person
to whom it is unlawful to make such an offer. Neither the PICK-UPS PLUS, INC.
delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create an implication that
there has been no change in the information set forth
herein or in the business of the Company since the date
hereof.
TABLE OF CONTENTS
PROSPECTUS
Prospectus Summary.................................................__
Risk Factors.......................................................__
Use of Proceeds....................................................__ MAY __, 1999
Market for the Shares..............................................__
Dividend Policy....................................................__
Management's Discussion and Analysis
of Financial Condition and Results of
Operations........................................................__
Business...........................................................__
Management.........................................................__
Executive Compensation.............................................__
Security Ownership of certain Beneficial
Owners and Management.............................................__
Indemnification....................................................__
Certain Relationships and Related
Transactions......................................................__
Plan of Distribution/Selling Security Holders......................__
Description of Securities..........................................__
Legal Matters......................................................__
Experts............................................................__
Additional Information.............................................__
Financial Statements...............................................__
</TABLE>
22
<PAGE> 35
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is hereby made to the provisions of Section 145 of the
Delaware General Corporation Act which provides for indemnification of directors
and officers under certain circumstances.
Reference is hereby made to Article IV of Registrant"s Amended and
Restated Articles of Incorporation which is filed as Exhibit 3(a).
Item 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses in connection with the
issuance and distribution of the securities offered hereby.
Registration Fee $ 264
Printing Expenses* 1,500
Legal Fees and Expenses* 25,000
Accounting Fees and Expenses* 10,000
Blue Sky Fees and Expenses* 3,000
Transfer Agent Fees and Expenses* 1,000
Misc.* 569
-------
Total $41,333
*Estimated
Item 26. RECENT SALES OF UNREGISTERED SECURITIES.
The following provides information of all sales of securities in the
last 3 years which were not registered under the Securities Act of 1933.
In November to December 1998 the Company undertook a private offering
pursuant to Regulation D, Rule 504. The offering consisted of 10,000 Units for
$5.00 per Unit. Each Unit consisted of 50 shares
23
<PAGE> 36
of common stock and 95 redeemable stock purchase warrants. Each warrant entitles
the holder to purchase 1 share of common stock for $1.00 per share. The Units
were purchased by 30 investors.
In September 1998 the Company issued 300,000 shares of its common stock
to The Southern Companies, Inc. for consulting services. These shares were
issued pursuant to an exemption from registration under the Securities Act of
1933 pursuant to Section 4(2).
In September 1998 the Company issued 144,000 to Fitzgerald Urethanes,
Inc. in consideration for the purchase of the prototype store for the Company's
franchise system. These shares were issued pursuant to an exemption from
registration under the Securities Act of 1933 pursuant to Section 4(2).
None of the securities discussed above were registered under the
Securities Act of 1933, exemption being claimed in each case pursuant to Section
4(2), Regulation D or as otherwise specified. All of such securities were not
solicitated by advertising or any general solicitation and, except such
securities issued pursuant to Rule 504, contain a restrictive legend.
Item 27. Exhibits.
---------
Exhibit No. Description
- ----------- -----------
3(a) Certificate of Incorporation of the Registrant
3(b) Amendments to Certificate of Incorporation
3(c) By-Laws of the Registrant*
3(d) Form of Stock Purchase Warrant expiring February 11, 2000*
5.1 Opinion of Counsel
23 Consent of counsel is contained in Exhibit 5.1
23.1 Independent Auditors Consent
27 Financial Data Schedule
*To be filed by amendment
24
<PAGE> 37
Item 28. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the 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 questions whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
2. That for the purpose of determining any liability under the
Securities Act of 1935, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities
25
<PAGE> 38
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Mason
and State of Ohio on May 6, 1999.
PICK-UPS PLUS, INC.
By /s/ John Fitzgerald
President/principal executive officer/principal accounting officer
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE TITLE DATE
/s/John Fitzgerald, President President and Director, Principal Executive May 6, 1999
John Fitzgerald, President Officer/Principal Accounting Officer
/s/Dave McConnell Director May 6, 1999
Dave McConnell
/s/Joseph Lamble Director May 6, 1999
Joseph Lamble
</TABLE>
26
<PAGE> 1
EXHIBIT 3(a)
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 02/22/1993
773053001 - 2326553
CERTIFICATE OF INCORPORATION
OF
MR. PICKUP CO.
FIRST: The name of the corporation is Mr. Pickup Co.
SECOND: The address of its registered office in the State of Delaware is Three
Christina Centre, Suite 1414, 201 N. Walnut St., City of Wilmington, County of
New Castle, 19801-3978. Its registered agent at such address is The
Incorporators Ltd.
THIRD: The purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.
FOURTH: The corporation shall have the authority to issue one thousand shares of
common stock with no par value.
FIFTH: The Board of Directors is expressly authorized to adopt, amend, or repeal
the By-Laws of the corporation.
SIXTH: The stockholders and directors may hold their meetings and keep the books
and documents of the corporation outside the State of Delaware, at such places
from time to time designated by the By-Laws, except as otherwise required by the
laws of Delaware.
SEVENTH: The corporation is to have perpetual existence.
EIGHTH: The name and mailing address of the incorporator is Patricia L. Ryan,
Three Christina Centre, Suite 1414, 201 N. Walnut St., Wilmington, DE 19801-
3978.
NINTH: The number of directors of the corporation shall be fixed from time to
time by its By-Laws and may be increased or decreased.
TENTH: The Board of Directors is expressly authorized and shall have such
authority as set forth in the By-Laws to the extent such authority would be
valid under Delaware Law.
ELEVENTH: No director of the corporation shall have personal liability to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, provided that this provision shall not eliminate or limit
the liability of a director (a) for any breach of the director's duty or loyalty
to the corporation or its stockholders, (b) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (c)
under Section 174 of the Delaware Corporation Law, or (d) for any transaction
from which the director derived an improper personal benefit.
THE UNDERSIGNED Incorporator for the purpose of forming a corporation pursuant
to the laws of the State of Delaware, does make this Certificate, hereby
declaring and certifying that the facts herein stated are true.
February 22, 1993
BY: /s/ Patricia L. Ryan
-------------------------------------
<PAGE> 1
EXHIBIT 3(b)
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:01 AM 10/31/1994
944190297 - 2326553
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
MR. PICKUP CO., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of MR. PICKUP CO.,
resolutions were duly adopted setting forth a proposed amendment of the
Cerficate of Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows.
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "one" so that, as amended, said
Article shall be and read as follows:
Change Name From: Mr. Pickup Co To:
- --------------------------------------------------------------------------------
Pick-up Plus Inc.
- --------------------------------------------------------------------------------
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment
IN WITNESS WHEREOF, MR. PICKUP CO. has caused this certificate to be signed by
John J. Fitzgerald its President, and
- --------------------------------------------------
Mary C. Fitzgerald its Secretary,
- ----------------------------------------------------
this 26 day of Sept , 1994.
-------------- ------------------------
By: /s/ John J. Fitzgerald
----------------------------------
President
Attest: /s/ Mary C. Fitzgerald
------------------------------
Secretary
<PAGE> 2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PICK-UP PLUS INC.
PICK-UP PLUS INC,, a corporation duly organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify that:
I. The amendment to the Corporation's Certificate of Incorporation set
forth below was duly adopted in accordance with the provisions of Section 242
and has been consented to in writing by the sole stockholder, in accordance
with Section 228 of the General Corporation Law of the State of Delaware.
II. Article FOURTH of the Corporation's Certificate of Incorporation is
amended to read in its entirety as follows:
"The aggregate number of shares which the Corporation shall
have authority to issue is 55,000,000, divided into 50,000,000 shares
of Common Stock, $0.001 par value per share, and 5,000,000 shares of
Preferred Stock, $1.00 par value per share.
The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of this Article FOURTH, to provide
for the issuance of the shares of Preferred Stock in series, and by
filing a certificate pursuant to the applicable law of the State of
Delaware, to establish from time to time the number of shares to be
included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof.
The authority of the Board with respect to each series shall
include, but not be limited to, determination of the following:
(a) The number of shares constituting that series and the
distinctive designation of that series;
(b) The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or dates,
and the relative rights of priority, if any, of payment of dividends on
shares of that series;
(c) Whether that series shall have voting rights, in addition
to the voting rights provided by law, and, if so, the terms of such
voting rights;
(d) Whether that series shall have conversion privileges, and,
if so, the terms and conditions of such conversion, including provision
for adjustment of the conversion rate in such events as the Board of
Directors shall determine;
<PAGE> 3
-2-
(e) Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such redemption,
including the date or date upon or after which they shall be
redeemable, and the amount per share payable in case of redemption,
which amount may vary under different conditions and at different
redemption dates;
(f) Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms
and amount of such sinking fund;
(g) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
corporation, and the relative rights of priority, if any, of payment of
shares of that series;
(h) Any other relative rights, preferences and limitations of
that series.
Dividends on outstanding shares of Preferred Stock shall be
paid or declared and set apart for payment before any dividends shall
be paid or declared and set apart for payment on the common shares with
respect to the same dividend period.
If upon any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, the assets available for
distribution to holders of shares of Preferred Stock of all series
shall be insufficient to pay such holders the full preferential amount
to which they are entitled, then such assets shall be distributed
ratably among the shares of all series of Preferred Stock in accordance
with the respective preferential amounts (including unpaid cumulative
dividends, if any) payable with respect thereto."
IN WITNESS WHEREOF, Pick-Up Plus Inc. has caused this Certificate to be
executed by John J. Fitzgerald, its authorized officer, on this 12 day of
January, 1999.
/s/ John J. Fitzgerald
----------------------------------
John J. Fitzgerald
President
<PAGE> 1
EXHIBIT 5.1
Law Offices
JOEL BERNSTEIN, ESQ., P.A.
11900 Biscayne Blvd., Suite 604 Telephone: 305.892.1122
Miami, Florida 33181 Facsimile: 305.892.0822
May 4, 1999
Pick-Ups Plus, Inc.
3532 Irvin Simpson Road
Mason, OH 45040
Gentlemen:
I have acted as special counsel to Pick-Ups Plus, Inc., a Delaware corporation
(the "Corporation"), in connection with the offering of 950,000 shares of Common
Stock by selling security holders. The offering of the shares is to be made
pursuant to Registration Statement on Form SB-2 to be filed with the Securities
and Exchange Commission (the "Registration Statement").
I have acted as special counsel to the Corporation in connection with the
shares.
Please be advised that I am of the opinion that the Corporation's Common Stock
to be offered pursuant to the Registration Statement has been duly authorized by
the Corporation. The Common Stock to be issued to the selling security holders
upon exercise of Common Stock Purchase Warrants in accordance with the terms
thereof will be validly issued by the Corporation and fully paid and
non-assessable.
I consent to the use of my name in the Registration Statement in the section of
the Prospectus entitled "Legal Matters" and the filing of this letter as an
exhibit to the Registration Statement.
Yours very truly,
JB/jm s/Joel Bernstein
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITOR
I hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form SB-2 of my report dated February 20, 1999
relating to the financial statements of Pick-Ups Plus, Inc. appearing in such
Prospectus. I also consent to the reference to me under the heading "Experts" in
such Prospectus.
s/Robert L. White
Certified Public Accountant
Cincinnati, Ohio
May 3, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 37,113
<SECURITIES> 0
<RECEIVABLES> 21,508
<ALLOWANCES> 0
<INVENTORY> 36,630
<CURRENT-ASSETS> 95,251
<PP&E> 4,821
<DEPRECIATION> 0
<TOTAL-ASSETS> 184,883
<CURRENT-LIABILITIES> 42,478
<BONDS> 0
0
0
<COMMON> 6,600
<OTHER-SE> 135,805
<TOTAL-LIABILITY-AND-EQUITY> 184,883
<SALES> 205,217
<TOTAL-REVENUES> 303,519
<CGS> 128,657
<TOTAL-COSTS> 273,270
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 30,249
<INCOME-TAX> 2,895
<INCOME-CONTINUING> 27,354
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 27,354
<EPS-PRIMARY> 0.02
<EPS-DILUTED> 0.02
</TABLE>
