UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
AMENDMENT NO. 3
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
Bison Instruments, Inc.
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(Name of Small Business Issuer in its charter)
Minnesota E41-0947661
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5610 Rowland Road, Minneapolis, MN 55343-8956
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(Address of principal executive office) (Zip Code)
Issuer's telephone number (612) 931-0051
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Securities to be registered pursuant to Section 12(b) of the Act.
Title of each class Name of each exchange on which
registered
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Securities to be registered pursuant to Section 12(g) of the Act.
Common Stock
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The sale of the product lines has essentially rendered Bison inactive.
Other business opportunities for the corporation are being pursued. However,
there is no guarantee that the Company will be successful in its endeavors.
ITEM 3. DESCRIPTION OF PROPERTY.
The Company operates out of leased office space located at 5610 Rowland Road,
Minneapolis, Minnesota.
The Company does not currently hold investments in real estate or mortgages
relating to real estate.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) Security Ownership Greater than 5%
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(1) (2) (3) (4)
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TITLE OF NAME AND AMOUNT AND PERCENT OF
CLASS ADDRESS OF NATURE OF CLASS
BENEFICIAL BENEFICIAL
OWNER OWNER
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Common Andus, Inc. * 595,539 Common 67.05%
Stock 1209 Orange Shares
Street,
Wilmington,
Delaware, 19801
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* Andus, Inc., a Delaware corporation, is a subsidiary of Autrex
Inc., a Canadian corporation. Androcan Inc., a Canadian
corporation, is the majority shareholder of Autrex Inc., and is
ultimately controlled by Barrie D. Rose, and members of his
immediate family.
(b) Security Ownership of Management
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(1) (2) (3) (4)
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TITLE OF NAME AND AMOUNT AND PERCENT OF
CLASS ADDRESS OF NATURE OF CLASS
BENEFICIAL BENEFICIAL
OWNER OWNER
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Common Allan D. 12,418 Common 1.40%
Stock Erickson Shares
2855 Park
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Avenue
Minneapolis,
Minnesota,
55407
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Common Barrie D. 595,539 Common 67.05%
Stock Rose Shares
50 Bartor Road
Toronto,
Ontario,
Canada, M9M 2G5
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Common Total as a 607,957 68.45%
Stock Group
(c) Change in Control
There are not currently any arrangements in place which may result in a
change in control of the Company.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
DIRECTORS
NAME AGE POSITIONS HELD IN TERM OF SERVED
BISON OFFICE SINCE
Barrie D. Rose 69 Director 1 year 1983
Allan D. 55 Director 1 year 1982
Erickson
Glen A. Peer 36 Director 1 year 1996
Edward G. 54 Director, and Chief 1 year 1996
Lampman Executive Officer
Lawrence M. 58 Director and General 1 year 1998
Martin Manager
Barrie D. Rose. Mr. Rose has held a number of executive positions in a variety
of industrial companies. Mr. Rose founded the Androcan Group of Companies in
1984. He is currently Chairman and Chief Executive Officer of Androcan Inc. and
Chairman and Chief Executive Officer of Autrex Inc., and Chairman and President
of Andus Inc.
Allan D. Erickson. As well as being a director of Bison Instruments, Inc. since
1992, Mr. Erickson is also the founder and President of Dagan Corporation, and
is one of the principal shareholders of Dagan Corporation.
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PART III
ITEM 1. EXHIBITS AND INDEX TO EXHIBITS
(a) EXHIBITS
The rights of securities holders are set out in their entirety in the
Articles of Incorporation of the Company, its By-laws and all amendments
thereto and are incorporated herein by reference under the classification
of Instruments Defining the Rights of Holders.
The Company is not subject to any voting trust agreements.
As the Company is essentially inactive at the time of this filing, it is
not currently party to any material contracts aside from a monthly lease
for a small office space. A copy of the lease document and other related
documents are attached.
The Company was party to two separate material contracts in the last two
years wherein the Company disposed of substantially all of its assets.
Copies of these documents are also attached.
A statement regarding the computation of share earnings has not been
included in this Form for Registration of Securities, as the primary and
fully-diluted share earnings are identical and can be clearly determined
from the financial statements provided.
A Financial Data Schedule is also included.
(b) INDEX TO EXHIBITS
Page
1. (i) Articles of Incorporation 26
(ii) By-laws 39
2. Instruments defining
the rights of holders Contained in Exhibit 1
3. Material Contracts 47
4. Financial Data Schedule 114
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Bison Instruments, Inc.
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Date: October 5, 1999 By: /s/ Edward G. Lampman
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(Signature)
Edward G. Lampman
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(Print Name of Signing Officer)
Chief Executive Officer
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(Title of Signing Officer)
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