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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 8, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MCM CAPITAL GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 7389 48-1090909
(STATE OF INCORPORATION) (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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500 WEST FIRST STREET
HUTCHINSON, KANSAS 67501-5222
(800) 759-0327
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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FRANK I. CHANDLER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MCM CAPITAL GROUP, INC.
500 WEST FIRST STREET
HUTCHINSON, KANSAS 67501-5222
(800) 759-0327
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES OF ALL COMMUNICATIONS, INCLUDING ALL COMMUNICATIONS
SENT TO THE AGENT FOR SERVICE, SHOULD BE SENT TO:
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<S> <C>
STEVEN D. PIDGEON STEVEN R. FINLEY
SNELL & WILMER L.L.P. GIBSON, DUNN & CRUTCHER LLP
ONE ARIZONA CENTER 200 PARK AVENUE, 47TH FLOOR
PHOENIX, ARIZONA 85008 NEW YORK, NY 10166
(602) 382-6252 (212) 351-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis under Rule 415 under the Securities Act, check the
following box: [ ]
If this Form is filed to register additional securities for an offering
under 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 for the same offering: [X] No. 333-77483
If this Form is a post-effective amendment filed under 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: [ ]
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If this Form is a post-effective amendment filed under 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: [ ]
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If delivery of the prospectus is expected to be made under Rule 434, check
the following box: [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM AMOUNT OF
TITLE OF SHARES TO BE REGISTERED AGGREGATE OFFERING PRICE REGISTRATION FEE
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Common stock, $.01 par value.................... $2,875,000(1)(2) (3)
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(1) Includes 37,500 shares of common stock subject to an option granted to the
underwriters solely to cover over-allotments, if any.
(2) Estimated under Section 457(o) solely for the purpose of calculating the
amount of registration fee.
(3) Previously paid pursuant to registration statement No. 333-77483.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY
DETERMINE.
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PART I
MCM Capital Group, Inc. previously filed with the Securities and Exchange
Commission a Registration Statement (No. 333-77483) on Form S-1 on April 30,
1999, together with Amendment No. 1 thereto filed on May 14, 1999, Amendment No.
2 thereto filed on June 14, 1999, Amendment No. 3 thereto filed on June 29, 1999
and Amendment No. 4 thereto filed on July 8, 1999 (collectively, the
"Registration Statement"). The contents of the Registration Statement, including
the Rule 424(b) Prospectus filed thereunder, are incorporated herein by
reference.
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PART II
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
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<CAPTION>
EXHIBIT
NO. DESCRIPTION
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5 Opinion of Snell & Wilmer L.L.P.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Snell & Wilmer L.L.P. (included in the opinion
filed as Exhibit 5)
24 Powers of Attorney (incorporated by reference to the
signature page included in Amendment No. 2 to Registration
Statement No. 333-77483)
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II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, MCM CAPITAL GROUP,
INC. has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Hutchinson, State of
Kansas, on this 8th day of July, 1999.
MCM CAPITAL GROUP, INC.
By: /s/ FRANK CHANDLER
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Name: Frank Chandler
Title: President and Chief Executive
Officer
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.
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NAME AND SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ FRANK CHANDLER Director, President and Chief July 8, 1999
- --------------------------------------------------- Executive Officer (Principal
Frank Chandler Executive Officer)
* Executive Vice President Chief July 8, 1999
- --------------------------------------------------- Financial Officer and Treasurer
R. Brooks Sherman, Jr. (Principal Financial and
Accounting Officer)
* Chairman of the Board of July 8, 1999
- --------------------------------------------------- Directors
Eric D. Kogan
* Director July 8, 1999
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Peter W. May
* Director July 8, 1999
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James D. Packer
* Director July 8, 1999
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Nelson Peltz
* Director July 8, 1999
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Robert M. Whyte
* Director July 8, 1999
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John Willinge
*By /s/ FRANK CHANDLER
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(Frank Chandler, Attorney-in-fact)
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II-2
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<S> <C>
5 Opinion of Snell & Wilmer L.L.P.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Snell & Wilmer L.L.P. (included in the opinion
filed as Exhibit 5)
24 Powers of Attorney (incorporated by reference to the
signature page included in Amendment No. 2 to Registration
Statement No. 333-77483)
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II-3
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Exhibit 5
[SNELL & WILMER L.L.P. LETTERHEAD]
July 8, 1999
MCM Capital Group, Inc.
500 West First Street
Hutchinson, Kansas 67501
Re: REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on July 8, 1999 pursuant to Rule 462(b) under
the Securities Act (the "462(b) Registration Statement") and relating to the
Company's Registration Statement on Form S-1 (No. 333-77483), including
amendments and exhibits thereto (together with the 462(b) Registration
Statement, the "Registration Statement"), for the proposed offer and sale by MCM
Capital Group, Inc. (the "Company") of up to 2,587,500 shares of the Common
Stock of the Company, including 337,500 of such shares which may be sold
pursuant to an underwriters' over-allotment option (the "Shares"), we are of the
opinion that at such time as (i) the registration or qualification provisions of
the Securities Act of 1933, as amended, and such "Blue Sky" and securities laws
as may be applicable have been complied with, and (ii) the certificates
representing the Shares to be sold by the Company have been duly executed by the
Company, countersigned and registered by the transfer agent/registrar, and
delivered against payment therefor as contemplated in the Registration Statement
and in accordance with the terms of the Underwriting Agreement, the Shares to be
sold by the Company will be legally issued, fully paid, and nonassessable.
In rendering this opinion, we have reviewed and relied upon such documents
and records of the Company as we have deemed necessary and have assumed the
following:
(i) the genuineness of all signatures and the authenticity of
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documents submitted to us as originals, and the conformity to originals of all
documents submitted to us as copies; and
(ii) the accuracy and completeness of Company records.
The opinions expressed herein are limited solely to the laws of the State
of Delaware.
The opinions expressed herein are based upon the law and other matters in
effect on the date hereof, and we assume no obligation to revise or supplement
this opinion should such law be changed by legislative action, judicial
decision, or otherwise, or should any facts or other matters upon which we have
relied be changed.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the use of our name in the Registration Statement and
to the discussion of our opinion in the prospectus included in the Registration
Statement.
Very truly yours,
SNELL & WILMER L.L.P.
/s/ Snell & Wilmer L.L.P.
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Selected
Financial Data" and "Experts" in the Registration Statement (Form S-1) filed
pursuant to Rule 462(b) under the Securities Act of 1933 of MCM Capital Group,
Inc. (formerly Midland Corporation of Kansas) for the registration of 250,000
shares of its common stock and to the incorporation by reference therein of our
report dated April 29, 1999 (except for Note 13 as to which the date is June
25, 1999) with respect to the consolidated financial statements of MCM Capital
Group, Inc. included in its Registration Statement (Form S-1 No. 333-77483)
filed with the Securities and Exchange Commission for the registration of
2,000,000 shares of its common stock.
/s/ Ernst & Young LLP
Ernst & Young LLP
Kansas City, Missouri
July 7, 1999
