<PAGE>
As filed with the Securities and Exchange Commission on June 28, 2000
Registration No. 333-
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
BERGAMO ACQUISITION CORP.
(Name of small business issuer in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 7379 33-0838660
(State or jurisdiction of incorporation (Primary Standard Industrial (I.R.S. Employer
or organization) Classification Code Number) Identification No.)
</TABLE>
2600 MICHELSON DRIVE, SUITE 490
IRVINE, CALIFORNIA 92612
949-475-9600
(Address and telephone number of principal executive offices
and principal place of business)
--------------------------------------
DANILO CACCIAMATTA
BERGAMO ACQUISITION CORP.
2600 MICHELSON DRIVE, SUITE 490
IRVINE, CALIFORNIA 92612
949-475-9600
(Name, address and telephone number of agent for service)
---------------------------
---------------------------
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
----------------------------
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
----------------------------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================== ======================== ====================== ===================== =================
PROPOSED PROPOSED
TITLE OF EACH CLASS OF MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
SECURITIES AMOUNT TO BE PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
TO BE REGISTERED REGISTERED (1)
------------------------------- ------------------------ ---------------------- --------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 500,000 Shares $1.00 $500,000 $132.00
=============================== ======================== ====================== ===================== =================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 under the Securities Act of 1933.
-----------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
================================================================================
<PAGE>
PROSPECTUS
500,000 Shares
BERGAMO ACQUISITION CORP.
Common Stock
This prospectus relates to the offer and sale of 500,000 shares of our
common stock by the selling stockholders identified in this prospectus. The
selling stockholders will determine when they will sell their shares, and in all
cases, will sell their shares at the current market price or at negotiated
prices at the time of the sale. Although we have agreed to pay the expenses
related to the registration of the shares being offered, we will not receive any
proceeds from the sale of the shares by the selling stockholders.
Our common stock is not currently traded on any exchange. However, upon
the effectiveness of this registration statement, we intend to list our common
stock for trading on the OTC Bulletin Board.
PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE 3 TO READ ABOUT CERTAIN
FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this prospectus is_______, 2000
<PAGE>
TABLE OF CONTENTS
Summary...........................................1
Risk Factors......................................4
Selling Stockholders..............................8
Management's Discussion and Analysis or
Plan of Operation..............................11
Business.........................................12
Management.......................................18
Principal Stockholders...........................22
Description of Securities........................23
Experts..........................................24
Available Information............................25
Index to Financial Statements....................26
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER DESCRIBED IN THIS PROSPECTUS AND, IF GIVEN OR MADE,
SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY US. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
UNDER THIS PROSPECTUS SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN OUR AFFAIRS SINCE THE DATE HEREOF OR SINCE THE DATE
OF ANY DOCUMENTS INCORPORATED HEREIN BY REFERENCE. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
OTHER THAN THE SECURITIES TO WHICH IT RELATES, OR AN OFFER OR SOLICITATION IN
ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN EACH STATE.
<PAGE>
SUMMARY
YOU SHOULD READ THIS SUMMARY IN CONJUNCTION WITH THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS APPEARING ELSEWHERE IN THIS PROSPECTUS.
THIS PROSPECTUS CONTAINS FORMS OF FORWARD-LOOKING STATEMENTS. WHEN USED IN THIS
PROSPECTUS, THE WORDS "BELIEVE," "EXPECT," "ANTICIPATE," "ESTIMATE" AND SIMILAR
EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS
ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS, WHICH ARE
IDENTIFIED AND DESCRIBED IN THE "RISK FACTORS" SECTION, BELOW. SHOULD ONE OR
MORE OF THESE RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD UNDERLYING
ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY FROM THOSE ANTICIPATED,
ESTIMATED, OR PROJECTED AND THE VARIATIONS MAY BE MATERIAL. WE CAUTION YOU NOT
TO PLACE UNDUE RELIANCE ON ANY SUCH FORWARD-LOOKING STATEMENTS, ALL OF WHICH
SPEAK ONLY AS OF THE DATE MADE.
OUR COMPANY
We were organized as a blank check company in April 1997 for the purpose of
listing our securities on an electronic stock exchange and then acquiring an
interest in a suitable operating business, which may include assets or shares of
another entity to be acquired by us directly or through a subsidiary. We have no
assets, revenues or operations. We and companies like ours are commonly referred
to as "blank check" or "shell corporations" and the transactions through which
shell corporations acquire an interest in a suitable operating business are
commonly referred to as "shell reorganizations." We believe that certain
privately held businesses are interested in "going public" through a shell
reorganization for a variety of reasons. In our opinion, the most common
motivation is the belief that the private business' reconstitution as a publicly
traded corporation will aid the business in obtaining private equity capital on
the theory that investors are more interested in purchasing equity securities
for which a public market exists.
To date, we have not conducted any investigations of any business or company nor
have we met with representatives of any company or business. Upon the
effectiveness of the registration statement which this prospectus is part of, we
intend to list our common stock for trading on the OTC Bulletin Board. At such
time as we list our common stock on the OTC Bulletin Board, we intend to
commence our search for a suitable acquisition candidate. There can be no
assurance that we will be able to list our common stock for trading on the OTC
Bulletin Board. There is also no assurance that we will ever be able to locate a
suitable business opportunity interested in reorganizing with us or that we have
the requisite experience to recognize and understand a business operation that
would benefit our shareholders. In the event that we are able to locate what we
consider to be a suitable business opportunity, there can be no assurance that
such business will be successful.
We were incorporated as a Delaware corporation on April 21, 1997. Our
administrative offices are located at 2600 Michelson Drive, Suite 490, Irvine,
California 92612, and our telephone number is (949) 475-9600.
<PAGE>
THE OFFERING
This offering relates to the offer and sale of 500,000 shares of our
common stock by the selling stockholders identified in this prospectus. The
selling stockholders will determine when they will sell their shares, and in all
cases, will sell their shares at the current market price or at negotiated
prices at the time of the sale. Although we have agreed to pay the expenses
related to the registration of the shares being offered, we will not receive any
proceeds from the sale of the shares by the selling stockholders.
SUMMARY FINANCIAL INFORMATION
The summary financial information set forth below has been derived from
our financial statements. You should read this information in conjunction with
the financial statements and notes thereto, included elsewhere in this
memorandum.
<TABLE>
STATEMENT OF OPERATIONS DATA:
<CAPTION>
Year Ended Three Months Ended
December 31, 1999 March 31, 2000
----------------- --------------
(Unaudited)
-----------
<S> <C> <C>
Net revenue............................ $ -0- $ -0-
Net loss............................... (209) (590)
BALANCE SHEET DATA: December 31, 1999 March 31, 2000
----------------- --------------
(Unaudited)
-----------
Total assets........................... -0- -0-
Total liabilities...................... -0- -0-
Total stockholders' equity............. -0- -0-
</TABLE>
<PAGE>
RISK FACTORS
You should carefully consider the following risk factors and the other
information in this prospectus before investing in our common stock. Our future
business and results of operations could be seriously harmed by any of the
following risks. The trading price of our common stock could decline due to any
of these risks, and you may lose part or all of your investment.
WE ARE A SHELL CORPORATION. We are a type of company is commonly called
a "shell" corporation because we do not have any assets or operations and were
formed for the specific purpose of acquiring all or substantially all of the
ownership of an existing business. These transactions are consummated by issuing
or transferring large blocks of our equity shares to the principals of the
business that is acquired. Any such issuance will involve significant dilution
in the equity interest held by our pre-reorganization shareholders with the
result that our pre-reorganization shareholders will have a substantially lower
aggregate interest in our outstanding shares after giving effect to the
reorganization.
OUR BUSINESS PURPOSE IS TO ACQUIRE AN OPERATING BUSINESS, HOWEVER OUR
SHAREHOLDERS MAY NOT HAVE AN OPPORTUNITY TO EXAMINE OR APPROVE THE ACQUISITION
PRIOR TO INVESTING. Prospective investors should be aware that privately-held
companies often times merge or reorganize with a public shell as a means of
"going-public" without having to incur the time, expense and disclosure
obligations normally associated with the going-public process. In the event we
merge with a privately-held company after you invest, you will not have had the
benefit of receiving disclosure of such company's operations and financial
condition prior to making their investment.
Prospective investors should also be aware that our management, acting
in compliance with the Bylaws of the Company and Delaware General Corporation
Law, intends to structure any reorganization with an operating business in a
manner that will allow our board of directors to approve the selection of the
operating business and all of the terms of the reorganization, including the
appointment of the successor officers and directors, without the need or request
for shareholder approval.
WE HAVE NO ASSETS, REVENUES OR OPERATIONS. We were originally
capitalized with $500 in April 1997 and since then our founding shareholders
have contributed an additional $819 to our capital. We expect that our working
capital requirements will be nominal and will be satisfied through additional
capital contributions by our founding shareholders as required. However, our
founding shareholders are under no obligation to continue to make capital
contributions to us. Should our founding shareholders fail to make additional
capital contributions as required, we may not be able to conduct an acquisition
of an operating company. The report of our independent auditors on our 1999
financial statements includes a qualification regarding our ability to continue
as a going concern. In its report, our independent auditors state that we need
an additional capital infusion in order to fund current expenditures, acquire
business opportunities and achieve profitable operations, and that such factors
raise substantial doubt about our ability to continue as a going concern.
OUR MANAGEMENT CONTROL SIX OTHER IDENTICAL BLANK CHECK COMPANIES AND
THIS CREATES THE POTENTIAL FOR SERIOUS CONFLICTS OF INTEREST. Our founders have
also founded six other blank check companies with the same management and, as of
the date of this prospectus, ownership. To the extent that future events cause
the ownership of the seven blank check companies to materially vary by way of
new issuances or transfers of outstanding shares, conflicts of interests may
develop between management's stewardship of the seven companies. In particular,
conflicts may develop in connection with management's choice of which blank
check company to direct a particular merger candidate to.
Our management has no plans or procedures in place to deal with the
potential conflicts of interest that may arise in regards to their choice of
which blank check company to direct a particular merger candidate to. Those
parties who are considering an investment in us prior to our acquisition of an
operating business are cautioned to consider the prospect that management may
decide to direct merger candidates to any one of the other six blank check
companies and that it may take a significant amount of time before management
directs a merger candidate to us.
<PAGE>
OUR MANAGEMENT MAY NOT BE ABLE TO RECOGNIZE A SUITABLE ACQUISITION
CANDIDATE. We are dependent on our management's personal abilities to evaluate
business opportunities that may be presented in the future. Since management has
not identified a proposed business or industry in which it will search for an
acquisition target, it is unlikely that management will have any prior
experience in the technical aspects of the industry or the business within that
industry which may be acquired. In this occurs, management may not be able to
properly assess the suitability of the operating business as an acquisition
candidate.
OUR MANAGEMENT WILL DEVOTE A MINIMAL TIME AMOUNT OF TIME TO OUR
AFFAIRS. We have one officer and director, Danilo Cacciamatta. Mr. Cacciamatta
engages in other activities and will devote less than 5% of his time to our
activities.
OUR FOUNDING SHAREHOLDERS OWN ENOUGH COMMON SHARES TO BE ABLE TO
DETERMINE THE OUTCOME OF ANY SHAREHOLDER Voting. Our three founding shareholders
presently own approximately 89.4% of our outstanding common shares. Therefore,
until such time as we acquire an operating business, our founding shareholders
will have the power to elect all of our board of directors, amend our
Certificate of Incorporation, and approve a merger, consolidation with another
company or sale of all or substantially all of our assets.
OUR BOARD OF DIRECTORS IS AUTHORIZED TO ISSUE, WITHOUT YOUR APPROVAL,
PREFERRED STOCK THAT HAS RIGHTS SENIOR TO THE COMMON SHARES HELD BY YOU. Our
Certificate of Incorporation authorizes us to issue 10,000,000 shares of
preferred stock. The preferred stock may be issued from time to time in one or
more series, and the board of directors, without action by the holders of the
common stock, may fix or alter the voting rights, redemption provisions,
(including sinking fund provisions), dividend rights, dividend rates,
liquidation preferences, conversion rights and any other rights preferences,
privileges and restrictions of any wholly unissued series of preferred stock.
The board of directors, without stockholder approval, can issue shares of
preferred stock with rights that could adversely affect the rights of the
holders of common stock. No shares of preferred stock presently are outstanding,
and we have no present plans to issue any such shares. The issuance of shares of
preferred stock could adversely affect the voting power of holders of our common
shares and could have the effect of delaying, deferring or preventing a change
in control or other corporate action.
WE COMPETE WITH A GREAT NUMBER OF OTHER SHELL CORPORATIONS AND OTHER
OPERATING BUSINESSES IN THE SEARCH FOR ACQUISITION CANDIDATES..... Numerous
large, well-financed firms with large cash reserves are engaged in the
acquisition of companies and businesses. We expect competition to be intense for
available target businesses.
THERE IS NO MARKET FOR OUR COMMON STOCK AND THERE CAN BE NO ASSURANCE
THAT A MARKET WILL EVER DEVELOP. As of the date of this prospectus, there is no
market for our common shares. Upon the effectiveness of the registration
statement of which this prospectus is part of, we intend to apply for a listing
of our common stock on the OTC Bulletin Board. There can be no assurance,
however, that the OTC Bulletin Board will approve our listing application or, if
the application is approved, that a market will develop for our common stock. In
the event that our listing application is approved, we believe that the market
for our common shares will be thinly traded, if traded at all, until such time
as we acquire an operating business.
FORWARD-LOOKING STATEMENTS. This prospectus contains forms of
forward-looking statements that are based on our beliefs as well as assumptions
made by and from information currently available to us. When used in this
Prospectus, the words "believe," "expect," "anticipate," "estimate," and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks, uncertainties and assumptions, which are
identified and described in this "Risk Factors" section. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated,
or projected. We caution potential investors not to place undue reliance on any
forward-looking statements, all of which speak only as of the date made.
<PAGE>
SELLING STOCKHOLDERS
This prospectus relates to the offer and sale of 500,000 shares of our
common stock by the selling stockholders identified below. Included among the
selling shareholders are our founding shareholders, Danilo Cacciamatta, Suzanne
Kerr and Templemore Partners, all of whom are our affiliates. Mr. Cacciamatta
also is our sole officer and director. All of the other selling shareholders are
friends or relatives of Mr. Cacciamatta or the principals of Templemore
Partners, however none of these other selling shareholders are considered to be
affiliates of the company.
The selling stockholders will determine when they will sell their
shares, and in all cases, will sell their shares at the current market price or
at negotiated prices at the time of the sale. Although we have agreed to pay the
expenses related to the registration of the shares being offered, we will not
receive any proceeds from the sale of the shares by the selling stockholders.
The following table sets forth certain information regarding the
beneficial ownership of our common stock as of the date of this prospectus by
each selling stockholder:
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Beneficially Owned
Prior to Offering After Offering, Assuming All the
------------------------------------ Offered Shares Are Sold
Number of Number of
Name of Stockholder Shares owned Shares offered
------------------------------------- ---------------- ---------------- ------------------------------------
<S> <C> <C> <C>
Ailbe Allen 5,000 5,000 0
Ailbe Allen, Jr. 1,000 1,000 0
Brendan Allen 1,000 1,000 0
Brendan D. Allen Jr. 1,000 1,000 0
Eileen Allen 1,000 1,000 0
Fiona Allen 1,000 1,000 0
Irene Allen 1,000 1,000 0
Kathryn Allen 1,000 1,000 0
Margaret Allen 1,000 1,000 0
Mary Leuch Allen 1,000 1,000 0
Patricia Allen 1,000 1,000 0
Elena Barozza 1,000 1,000 0
Ilaria Becatti 1,000 1,000 0
Silvia Becatti 1,000 1,000 0
Anna Bocchino 1,000 1,000 0
Marco Boni 1,000 1,000 0
Danilo Cacciamatta 149,000 149,000 0
Simona Cacciamatta 3,000 3,000 0
Silvio Calvi 1,000 1,000 0
Romana Casati 3,000 3,000 0
Siobhan Comerford 1,000 1,000 0
Todd Cope 1,000 1,000 0
Geraldine Cullen 1,000 1,000 0
Deirdre Denny 1,000 1,000 0
Mariantonietta Denti 2,000 2,000 0
Giovanna Emmanuele 1,000 1,000 0
Maria Falcoz 2,000 2,000 0
Roberto Galati 1,000 1,000 0
Tiziano Gamba 1,000 1,000 0
Patrizia Genti 1,000 1,000 0
Marcia Hein 2,000 2,000 0
Carmel Kenny 1,000 1,000 0
Suzanne Kerr 149,000 149,000 0
Giorgio Mondini 2,000 2,000 0
Silvana Mondini 2,000 2,000 0
Maria O'Sullivan 1,000 1,000 0
Ivan Rodeschini 2,000 2,000 0
Maria Santinelli 1,000 1,000 0
Templemore Partners 149,000 149,000 0
Luigi Valbonesi 1,000 1,000 0
Renato Valiante 2,000 2,000 0
</TABLE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
PLAN OF OPERATION
We were organized in April 1997 for the purpose of listing our
securities on an electronic stock exchange and then acquiring an interest in a
suitable operating business, which may include assets or shares of another
entity to be acquired by us directly or through a subsidiary. We have not yet
engaged in business and have had no revenues. As of March 31, 2000, we have no
assets or liabilities. We were originally capitalized with $500 in April 1997
and since then our controlling shareholders contributed $819 to our capital.
Our plan of operations over the next 12 months is to search for a
suitable acquisition candidate. Our search for a suitable acquisition candidates
will consist exclusively of contacting acquaintances in the business and
investment banking community who are likely to know of operating businesses that
might be interested in conducting a reorganization with the a blank check
company. We do not intend to conduct any advertising or proactive campaign to
locate a suitable acquisition candidate. We do not expect to hire any additional
employees until such time as an operating company is acquired. We believe that
we will require an additional $2,000 over the next 12 months in order to satisfy
our working capital requirements. We expect to acquire such additional funds
from contributions to capital by our founding shareholders. However, our
founding shareholders are under no obligation to conduct additional capital
contributions and there can be no assurance they will do so. In the event our
founding shareholders are unable or unwilling to contribute additional capital
to us, we will seek to obtain the necessary capital from other sources. However,
we do not believe that there will be many, if any, sources of alternative
sources of capital for us until such time as we reorganize with an operating
company. In the event we fail to obtain additional contributions to capital as
needed, it is unlikely that we will be able to conduct our current level of
operations or acquire a suitable operating company.
FORWARD LOOKING STATEMENTS
This prospectus contains forward-looking statements that are based on
our beliefs as well as assumptions and information currently available to us.
When used in this prospectus, the words "believe," "expect," "anticipate,"
"estimate" and similar expressions are intended to identify forward-looking
statements. These statements are subject to those risks, uncertainties and
assumptions included in the section "Risk Factors. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated,
or projected. We caution you not to place undue reliance on any forward-looking
statements, all of which speak only as of the date of this prospectus.
<PAGE>
BUSINESS
GENERAL
We were organized in April 1997 for the purpose of listing our
securities on an electronic stock exchange and then acquiring an interest in a
suitable operating business, which may include assets or shares of another
entity to be acquired by us directly or through a subsidiary. We have no assets,
revenues or operations. We and companies like ours are commonly referred to as
"public shell corporations" and the transactions through which public shell
corporations acquire an interest in a suitable operating business are commonly
referred to as "shell reorganizations." We believe that certain privately held
businesses are interested in "going public" through a shell reorganization for a
variety of reasons. In our opinion, the most common motivation is the belief
that the private business' reconstitution as a publicly traded corporation will
aid the business in obtaining private equity capital on the theory that
investors are more interested in purchasing equity securities for which a public
market exists.
In selecting a suitable business opportunity, we intend to focus on the
potential for future profits and strength of current operating management of the
business opportunity. We believe that the greatest potential lies in technology
and goods or products-related industries, rather than principally service
industries. Nevertheless, this shall not preclude our investigation of any other
category of business or industry as opportunities arise.
We will conduct or own investigation to identify a business we can
acquire, as follows. After selecting a potential acquisition candidate, we may
prepare a business plan using our general experience and business acumen, or
hire consultants to prepare analyses of the business' capital, production,
marketing, labor and other related requirements. To date, we have not conducted
any investigations of any business or company nor have we met with
representatives of any company or business. There can be no assurance that we
will ever be able to locate a suitable business opportunity interested in
reorganizing with us or that we will have the requisite experience to recognize
and understand a business operation that would benefit our shareholders. In the
event that we are able to locate what we consider to be a suitable business
opportunity, there can be no assurance that such business will be successful.
We believe that our reorganization with a suitable operating business
will be in the form of a stock-for-stock exchange conducted pursuant to a
written stock purchase agreement. We intend to pursue a structure that will
provide for a tax- free reorganization under Sections 355 and 368 of the
Internal Revenue Code of 1986, as amended. We expect that the terms of the stock
purchase agreement will require the owners of the operating business to transfer
the entire equity ownership of the business opportunity to us in exchange for
our issuance of a large block of our common stock to the owners of the operating
business. We expect that the owners of the business opportunity will receive a
block of stock that equals 90% to 95% of the issued and outstanding shares of
our common stock after giving effect to the close of the stock-for stock
exchange, depending on the qualities and strengths of the business opportunity.
We expect that immediately after the close of the stock-for-stock exchange, our
then existing directors and officers will resign and that a new slate of
officers and directors nominated by the former owners of the operating business
will be appointed.
A reorganization between a non-operating shell corporation, such as us,
and an operating business which results in the former shareholders of the
operating business having control of the combined company after the
reorganization will be deemed to be a recapitalization for accounting purposes
in which the operating company's assets and liabilities are recorded at cost.
In summary, after giving effect to the expected terms of a proposed
shell reorganization with a suitable business opportunity, we will stand as the
holding corporation for the business opportunity, which will be wholly-owned by
us. Our present shareholders, as a group, will own approximately 5% to 10% of
the issued and outstanding shares of our common stock (with the other 90% to 95%
held by the former owners of the operating business), and our officers and
directors will consist exclusively of those persons nominated by the former
owners of the operating business, presumably the same persons that served in
similar positions with the pre-reorganization operating business.
<PAGE>
INVESTORS IN US ARE CAUTIONED AND SHOULD BE AWARE THAT OUR MANAGEMENT,
ACTING IN COMPLIANCE WITH OUR BYLAWS AND DELAWARE GENERAL CORPORATION LAW,
INTENDS TO STRUCTURE ANY REORGANIZATION WITH AN OPERATING BUSINESS IN A MANNER
THAT WILL ALLOW OUR BOARD OF DIRECTORS TO APPROVE THE SELECTION OF THE OPERATING
BUSINESS AND ALL OF THE TERMS OF THE REORGANIZATION, INCLUDING THE APPOINTMENT
OF THE SUCCESSOR OFFICERS AND DIRECTORS, WITHOUT THE NEED OR REQUEST FOR
SHAREHOLDER APPROVAL.
Our management has also founded six other blank check companies with
the same management and, as of the date of this prospectus, ownership. To the
extent that future events cause the ownership between the seven blank check
companies to materially vary, by way of new issuances or transfers of
outstanding shares, conflicts of interests may develop between management's
stewardship of the seven companies. In particular, conflicts may develop in
connection with management's choice of which blank check company to direct a
particular merger candidate to.
Our management intends to minimize the potential for conflicts of
interests by neither issuing new shares nor promoting a market for our
outstanding shares until such time as we have acquired an operating business. In
this regard, our management does not expect that a market for our common shares
will develop until such time as we have acquired an operating business.
HOWEVER, OTHER THAN THE FOREGOING, OUR MANAGEMENT HAS NO PLANS OR
PROCEDURES IN PLACE TO DEAL WITH THE POTENTIAL CONFLICTS OF INTEREST THAT MAY
ARISE IN REGARDS TO OUR MANAGEMENT'S CHOICE OF WHICH BLANK CHECK COMPANY TO
DIRECT A PARTICULAR MERGER CANDIDATE TO. THOSE PARTIES WHO ARE CONSIDERING AN
INVESTMENT IN US PRIOR TO OUR ACQUISITION OF AN OPERATING BUSINESS ARE CAUTIONED
TO CONSIDER THE PROSPECT THAT OUR MANAGEMENT MAY DECIDE TO DIRECT MERGER
CANDIDATES TO ANY ONE OF THE OTHER SIX BLANK CHECK COMPANIES AND THAT IT MAY
TAKE A SIGNIFICANT AMOUNT OF TIME BEFORE MANAGEMENT DIRECTS A MERGER CANDIDATE
TO US.
As of the date of this prospectus, we have no agreements,
understandings or arrangements concerning our acquisition or potential
acquisition of a specific business opportunity. If we enter into any agreements,
understandings or arrangements prior to the effectiveness or during the term of
the registration statement of which this prospectus is part of, we will file an
appropriate amendment to the registration statement for purposes of disclosing
the terms of the transaction and the specific business opportunity. We are
subject to the periodic reporting requirements of Section 12(g) of the
Securities Exchange Act of 1934. These requirements will oblige us to file with
the SEC specified information regarding companies with which we may merge or
reorganize, including audited financial statements for any acquired companies
covering one or two years depending on the relative size of the acquisition. The
financial statement requirements imposed by the federal securities laws will
necessarily limit our pool of candidates with which we may merge or reorganize
to those entities with the proper audited financial statements.
There is no assurance that we can find a suitable prospect, or that we
will have the requisite experience to recognize and understand a business
operation that would benefit our shareholders.
COMPETITION
Numerous large, well-financed operating companies with large cash
reserves are engaged in the acquisition of companies and businesses. In
addition, we will compete with numerous companies identical to us in that they
are blank check companies with a class of stock registered with the SEC. We will
have no way to distinguish itself from these other blank check companies. We
expect competition to be intense for available target businesses.
<PAGE>
EMPLOYEES
We have only one employee at the present time, Danilo Cacciamatta, our
Chief Executive Officer, and do not contemplate hiring anyone until a business
is acquired. Mr. Cacciamatta intends to devote no more than 5% of his time to
our affairs.
THE INVESTMENT COMPANY ACT OF 1940
Our business plan may involve changes in its capital structure,
management, control and business. These activities may be regulated by the
Investment Company Act of 1940 ("Investment Act"). We will attempt to avoid this
regulatory jurisdiction to preclude costly and restrictive registration and
other provisions of the Investment Act.
The Investment Act excludes from the effects of the Act entities which
have not conducted a public offering and which do not have in excess of 99
shareholders. We believe that we presently comply with this exclusion and that
we will continue to do so until such time as we acquire a business opportunity,
at which time we should no longer be potentially subject to the Investment Act.
We intend to operate in a manner that will maintain our exclusion from the
"investment company" category.
FACILITIES
Through an oral agreement with Danilo Cacciamatta, our Chief Executive
Officer, our operations are located at 2600 Michelson Drive, Suite 490, Irvine,
California 92612. Our offices are located within a suite of offices leased by
the accounting firm owned by Mr. Cacciamatta. There is no rental charge to us
for office space, equipment rental or phone usage. We do not expect to acquire
separate office facilities until such time as we acquire a business.
LITIGATION
We are not a party to any material litigation.
MANAGEMENT
Set forth below are our directors and officers.
<TABLE>
Name Age Position
---- --- --------
<S> <C> <C>
Danilo Cacciamatta 54 Chairman of the Board, Chief Executive Officer and
Chief Financial Officer and Secretary
</TABLE>
Mr. Cacciamatta co-founded the Company in April 1997 and has served as
Chairman of the Board, Chief Executive Officer and Chief Financial Officer since
inception. Mr. Cacciamatta has also served a Secretary since April 2000. Mr.
Cacciamatta has been Chief Executive Officer of Cacciamatta Accountancy Corp.,
certified public accountants, since June 1996 and served as co-managing partner
of its predecessor, SaddingtonoCacciamatta, certified public accountants, from
1992 to June 1996. From 1972 to 1988, Mr. Cacciamatta was employed by KPMG Peat
Marwick, in a variety of positions, including audit partner from 1980 to 1988.
Mr. Cacciamatta is licensed as a certified public accountant by the State of
California. Mr. Cacciamatta also serves as co-founder and Chairman of the Board,
Chief Executive Officer and Chief Financial Officer of the following public
shell corporations: Sorisole Acquisition Corp., Lombardia Acquisition Corp.,
Cork Acquisition Corp., Kilkenny Acquisition Corp., Meelick Acquisition Corp.,
Clusone Acquisition Corp. and Templemore Acquisition Corp.
<PAGE>
Each director holds office until his successor is elected and qualified
or until his earlier resignation in the manner provided in the Bylaws of the
Company.
EXECUTIVE COMPENSATION
CASH COMPENSATION OF EXECUTIVE OFFICERS. The following table sets forth
the cash compensation paid by the Company to its Chief Executive Officer and to
all other executive officers for services rendered during the fiscal years ended
December 31, 1999, 1998 and 1997.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------------- ------------------------------
NAME AND POSITION YEAR SALARY BONUS OTHER RESTRICTED COMMON SHARES ALL
ANNUAL STOCK UNDERLYING OTHER
COMPENSATION AWARDS ($) OPTIONS GRANTED COMPEN-
(# SHARES) SATION
--------------------------- ------ ------------------ ------------- ------------ ----------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Danilo Cacciamatta 1999 $-0- -0- -0- -0- -0- -0-
CEO(1) 1998 -0- -0- -0- -0- -0- -0-
1997 -0- -0- -0- -0- -0- -0-
</TABLE>
--------------
(1) We have not paid our executive officers any remuneration since inception to
date nor do we intend to until such time as we acquire an operating business.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
-------------------------------------------------------------------------------------------------------------------
NAME NUMBER OF % OF TOTAL EXERCISE OR EXPIRATION DATE
SECURITIES OPTIONS/SARs GRANTED BASE PRICE
UNDERLYING TO EMPLOYEES IN FISCAL ($/SH)
OPTIONS/SARS
GRANTED (#)
------------------------- --------------------- ------------------------- --------------- -----------------
<S> <C>
None.
</TABLE>
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
--------------------------------------------------------------------------------------------------------------------
NUMBER OF
SECURITIES VALUE OF
SHARES ACQUIRED UNDERLYING UNEXERCISED
NAME ON EXERCISE VALUE RECEIVED UNEXERCISED IN-THE-MONEY
OPTIONS (SARS OPTIONS (SARS
AT FY-END (#) AT FY-END($)
EXERCISABLE/ EXERCISABLE/
UNEXERCISABLE UNEXERCISABLE
------------------------- --------------------- ------------------------- --------------- ------------------
<S> <C>
None.
</TABLE>
COMPENSATION OF DIRECTORS. We provide no compensation to our directors
and do not intend to do so until such time, if ever, as we acquire an operating
business.
<PAGE>
RELATED PARTY TRANSACTIONS
We will not enter into any transactions with any of our officers,
directors or controlling shareholders until such time, if ever, as we acquire an
operating business. At such time, it is expected that we will experience a
change in control, including a complete change in our board of directors and
management.
LIMITATION OF LIABILITY OF DIRECTORS AND INDEMNIFICATION OF DIRECTORS AND
OFFICERS
The Delaware General Corporation Law provides that corporations may
include a provision in their Certificate of Incorporation relieving directors of
monetary liability for breach of their fiduciary duty as directors, provided
that such provision shall not eliminate or limit the liability of a director (i)
for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for unlawful payment
of a dividend or unlawful stock purchase or redemption, or (iv) for any
transaction from which the director derived an improper personal benefit. Our
Certificate of Incorporation provides that our directors are not liable to us or
our stockholders for monetary damages for breach of their fiduciary duty as
directors to the fullest extent permitted by Delaware Law. In addition to the
foregoing, our bylaws provide that we may indemnify directors, officers,
employees or agents to the fullest extent permitted by law and we have agreed to
provide such indemnification to each of our directors.
The above provisions in our Certificate of Incorporation and bylaws and
in written indemnity agreements may have the effect of reducing the likelihood
of derivative litigation against our directors and may discourage or deter
stockholders or management from bringing a lawsuit against directors for breach
of their fiduciary duty, even though such an action, if successful, might
otherwise have benefited us and our stockholders. However, we believe that the
foregoing provisions are necessary to attract and retain qualified persons as
directors.
Insofar as indemnification for liabilities arising under the federal
securities laws may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the SEC, such indemnification is against public policy as
expressed in the federal securities laws and is, therefore, unenforceable.
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of the shares of our common stock as of the date of this
prospectus by (i) each person who is known by us to be the beneficial owner of
more than five percent (5%) of our issued and outstanding shares of common
stock, (ii) each of our directors and executive officers and (iii) all directors
and executive officers as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE OWNED
------------------------------------- ---------------------
<S> <C> <C>
Danilo Cacciamatta (1) 149,000 29.8%
Templemore Partners (1)(2) 149,000 29.8%
Suzanne Kerr (1) 149,000 29.8%
All officers and directors 149,000 29.8%
as a group
------------------------------
</TABLE>
(1) Address is 2600 Michelson Drive, Suite 490, Irvine, California 92612.
(2) Templemore Partners is a California general partnership of which
Patrick and Gabrielle Allen and their son, Desmond, are the general
partners.
<PAGE>
DESCRIPTION OF SECURITIES
COMMON STOCK
We are authorized to issue 20,000,000 shares of common stock, $.001 par
value, of which, as of the date of this prospectus, 500,000 shares were issued
and outstanding and held of record by 41 stockholders. Holders of shares of our
common stock are entitled to one vote per share on all matters to be voted upon
by the stockholders generally. The approval of proposals submitted to
stockholders at a meeting other than for the election of directors requires the
favorable vote of a majority of the shares voting, except in the case of certain
fundamental matters (such as certain amendments to the Certificate of
Incorporation, and certain mergers and reorganizations), in which cases Delaware
law and our bylaws require the favorable vote of at least a majority of all
outstanding shares. Stockholders are entitled to receive such dividends as may
be declared from time to time by our board of directors out of funds legally
available therefor, and in the event of our liquidation, dissolution or winding
up, to share ratably in all assets remaining after payment of liabilities. The
holders of our shares of common stock have no preemptive, conversion,
subscription or cumulative voting rights.
PREFERRED STOCK
We are authorized to issue 10,000,000 shares of $.001 par value
preferred stock. The preferred stock may be issued from time to time in one or
more series, and our board of directors, without action by the holders of our
common stock, may fix or alter the voting rights, redemption provisions,
(including sinking fund provisions), dividend rights, dividend rates,
liquidation preferences, conversion rights and any other rights preferences,
privileges and restrictions of any wholly unissued series of preferred stock.
Our board of directors, without stockholder approval, can issue shares of
preferred stock with rights that could adversely affect the rights of the
holders of common stock. No shares of preferred stock presently are outstanding,
and we have no present plans to issue any such shares. The issuance of shares of
preferred stock could adversely affect the voting power of our holders of common
stock and could have the effect of delaying, deferring or preventing a change in
control or other corporate action.
DIVIDENDS
We do not anticipate the payment of cash dividends on its common stock
in the foreseeable future.
TRANSFER AGENT
The transfer agent for our common stock is Nevada Agency and Trust
Company, Reno, Nevada
EXPERTS
Baron Accountancy Corp., independent auditors, have audited, as set
forth in their report appearing elsewhere in this prospectus, our financial
statements as of December 31, 1999 and 1998. We have included our financial
statements in the prospectus in reliance on Baron Accountancy Corp.'s report,
given on their authority as experts in accounting and auditing.
<PAGE>
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934 and, in accordance therewith, file reports, proxy
statements and other information with the SEC. Our reports, proxy statements and
other information filed pursuant to the Securities Exchange Act of 1934 may be
inspected and copied at the public reference facilities maintained by the SEC at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such
material can also be obtained from the Public Reference Section of the SEC at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, the SEC maintains a Web site that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the SEC. The address of the SEC's Web site is
http://www.sec.gov.
We have filed with the SEC a registration statement on Form SB-2 under
the Securities Act of 1933 with respect to the common stock offered hereby. As
permitted by the rules and regulations of the SEC, this prospectus, which is
part of the registration statement, omits certain information, exhibits,
schedules and undertakings set forth in the registration statement. Copies of
the registration statement and the exhibits are on file with the SEC and may be
obtained from the SEC's Web site or upon payment of the fee prescribed by the
SEC, or may be examined, without charge, at the offices of the SEC set forth
above. For further information, reference is made to the registration statement
and its exhibits.
<PAGE>
<TABLE>
INDEX TO FINANCIAL STATEMENTS
BERGAMO ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
<S> <C>
Audited Financial Statements:
Report of Baron Accountancy Corp., Independent Auditors................................................F-1
Balance Sheets at December 31, 1999 and 1998...........................................................F-2
Statements of Operations for the years ended December 31, 1999, 1998 and for
the period from inception (April 21, 1997) to December 31, 1999......................................F-3
Statements of Changes in Stockholders' Equity for the years ended December 31,
1999, 1998 and for the period from inception (April 21, 1997) to December 31, 1999 ..................F-4
Statements of Cash Flows for the years ended December 31, 1999, 1998 and for
the period from inception (April 21, 1997) to December 31, 1999......................................F-5
Notes to Financial Statements..........................................................................F-6
Unaudited Financial Statements
Balance Sheet at March 31, 2000........................................................................F-8
Statements of Operations for the three months ended March 31, 2000 and 1999 and for......................
the period from inception (April 21, 1997) to March 31, 2000.........................................F-9
Statements of Cash Flows for the three months ended March 31, 2000 and 1999 and for
the period from inception (April 21, 1997) to March 31, 2000........................................F-10
Notes to Financial Statements.........................................................................F-11
</TABLE>
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
The Board of Directors
Bergamo Acquisition Corp.
We have audited the accompanying balance sheet of Bergamo Acquisition Corp. (a
development stage company) (the "Company") as of December 31, 1999, and the
related statements of operations, shareholders' equity and cash flows for each
of the two years ended December 31, 1999 and for the period from inception
(April 21, 1997) to December 31, 1999. 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes, on a test basis, examination of 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 audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bergamo Acquisition Corp. as of
December 31, 1999, and the results of its operations and cash flows for each of
the two years ended December 31, 1999 and the period from inception (April 21,
1997) to December 31, 1999 in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company needs additional capital infusion in order to
fund current expenditures, acquire business opportunities and achieve profitable
operations. This factor raises substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to these matters are
also discussed in Note 4. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Baron Accountancy Corp.
Irvine, California
February 9, 2000
F-1
<PAGE>
BERGAMO ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Balance Sheet
DECEMBER 31, 1999
-----------------
ASSETS
CURRENT ASSETS:
Cash $ -
-----------------
$ -
=================
LIABILITIES AND SHAREHOLDERS' EQUITY
TOTAL LIABILITIES $ -
-----------------
SHAREHOLDERS' EQUITY:
Preferred stock, 10,000,000 shares authorized, $.001 par
value, none issued and outstanding -
Common stock, 20,000,000 shares authorized, $.001 par
value, 500,000 shares issued and outstanding 500
Additional paid in capital 229
Deficit accumulated during the development stage (729)
-----------------
NET SHAREHOLDERS' EQUITY -
-----------------
$ -
=================
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE>
BERGAMO ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Statement of Operations
<TABLE>
<CAPTION>
Cumulative
from inception
(April 21,
Year ended 1997) to
December 31, December 31,
1999 1998 1999
------------- ------------- -------------
<S> <C> <C> <C>
COSTS AND EXPENSES:
General and administrative expenses $ 209 $ 190 $ 729
------------- ------------- -------------
NET LOSS $ 209 $ 190 $ 729
============= ============= =============
BASIC AND DILUTED NET LOSS PER COMMON SHARE $ 0.000 $ 0.000
============= =============
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 500,000 500,000
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
BERGAMO ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Statements of Shareholders' Equity
From Inception (April 21, 1997)
to December 31, 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Preferred Stock Common Stock Additional During the Net
------------------ ----------------------- Paid In Development Shareholders'
Shares Amount Shares Amount Capital Stage Equity
-------- --------- ------------ ---------- -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
INCEPTION, APRIL 21, 1997 - $ - - $ - $ - $ - $ -
Issuance of common stock - - 500,000 500 - - 500
Net loss - - - - (330) (330)
-------- --------- ------------ ---------- -------------- --------------- ---------------
BALANCE, DECEMBER 31, 1997 - - 500,000 500 - (330) 170
Capital contribution - - - - 20 - 20
Net loss - - - - - (190) (190)
-------- --------- ------------ ---------- -------------- --------------- ---------------
BALANCE, DECEMBER 31, 1998 - - 500,000 500 20 (520) -
Capital contribution - - - - 209 - 209
Net loss - - - - - (209) (209)
-------- --------- ------------ ---------- -------------- --------------- ---------------
BALANCE, DECEMBER 31, 1999 - $ - - $ 500 $ 229 $ (729) $ -
======== ========= ============ ========== ============== =============== ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
BERGAMO ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Statements of Cash Flows
<TABLE>
<CAPTION>
Cumulative
from inception
(April 21,
Year ended 1997) to
December 31, December 31,
1999 1998 1999
------------- ------------- -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (209) $ (190) $ (729)
Adjustments to reconcile net loss to net cash
used by operating activities: - - -
------------- ------------- -------------
Net cash used by operating activities (209) (190) (729)
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES - - -
------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock - - 500
Capital contribution 209 20 229
------------- ------------- -------------
Net cash provided by financing activities 209 20 729
------------- ------------- -------------
Net increase (decrease) in cash - (170) (170)
CASH, BEGINNING OF PERIOD - 170 -
------------- ------------- -------------
CASH, END OF PERIOD $ - $ - $ -
============= ============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
BERGAMO ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
December 31, 1999
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------------------------
Organization
------------
Bergamo Acquisition Corp., a Delaware corporation (the "Company") was
formed on April 21, 1997. The Company has been inactive and has had no
significant operations. The Company is authorized to do any legal business
activity as controlled by Delaware law. The Company is classified as a
development stage company because its principal activities involve seeking
to acquire business opportunities.
Cash and cash equivalents
-------------------------
The Company considers all liquid investments with a maturity of three
months or less from the date of purchase that are readily convertible into
cash to be cash equivalents.
Use of estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
Income taxes
------------
The Company reports certain expenses differently for financial and tax
reporting purposes and, accordingly, provides for the related deferred
taxes. Income taxes are accounted for under the liability method in
accordance with Statement of Financial Accounting Standards 109,
Accounting for Income Taxes.
Basic and diluted net loss per share
------------------------------------
Net loss per share is calculated in accordance with Statement of Financial
Accounting Standards 128, Earnings Per Share ("SFAS 128"), which
superseded Accounting Principles Board Opinion 15 ("APB 15"). Basic net
loss per share is based upon the weighted average number of common shares
outstanding. Diluted net loss per share is based on the assumption that
all dilutive convertible shares, stock options and warrants were converted
or exercised. Dilution is computed by applying the treasury stock method.
Under this method, options and warrants are assumed to be exercised at the
beginning of the period (or at the time of issuance, if later), and as if
funds obtained thereby were used to purchase common stock at the average
market price during the period. At December 31, 1999 there were no
dilutive convertible shares, stock options or warrants.
(continued)
F-6
<PAGE>
BERGAMO ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
2. SHAREHOLDERS' EQUITY
--------------------------
In April 1997, the Company issued 450,000 shares of common stock at a
price of $.001 per share to its founders. The Company also issued 50,000
shares of common stock at a price of $.001 per share in a limited private
placement to approximately 36 investors.
3. INCOME TAXES
------------------
The Company records its income tax provision in accordance with SFAS 109,
which requires the use of the liability method of accounting for deferred
income taxes.
As the Company has not generated taxable income since its inception, no
provision for income taxes has been made. At December 31, 1999, the
Company did not have any significant net operating loss carryforwards.
At December 31, 1999, the Company did not have any significant deferred
tax liabilities or deferred tax assets.
4. GOING CONCERN
-------------------
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate
continuation of the Company as a going concern. Additional capital
infusion is necessary in order to fund current expenditures, acquire
business opportunities and achieve profitable operations. This factor
raises substantial doubt about the Company's ability to continue as a
going concern.
The Company's management intends to continue funding current expenditures
by means of contributions to capital and to raise additional funds through
equity offerings. However, there can be no assurance that management will
be successful in this endeavor.
F-7
<PAGE>
<TABLE>
BERGAMO ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
(UNAUDITED)
MARCH 31, 2000
<CAPTION>
ASSETS
<S> <C>
TOTAL ASSETS $ -
================
LIABILITIES AND SHAREHOLDERS' EQUITY
TOTAL LIABILITIES $ -
----------------
SHAREHOLDERS' EQUITY:
Preferred stock, 10,000,000 shares authorized, $.001 par value,
none issued and outstanding -
Common stock, 20,000,000 shares authorized, $.001 par value,
500,000 shares issued and outstanding 500
Additional paid in capital 819
Deficit accumulated during the development stage (1,319)
----------------
NET SHAREHOLDERS' EQUITY -
----------------
$ -
================
</TABLE>
F-8
<PAGE>
<TABLE>
BERGAMO ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
CUMULATIVE
THREE MONTHS FROM INCEPTION
ENDED MARCH 31, (APRIL 21 1997)
------------------------------------- TO MARCH 31,
2000 1999 2000
---------------- ---------------- ----------------
<S> <C> <C> <C>
COSTS AND EXPENSES:
General and administrative expenses $ 590 $ 209 $ 1,319
---------------- ---------------- ----------------
NET LOSS $ (590) $ (209) $ (1,319)
================ ================ ================
BASIC AND DILUTED NET LOSS PER COMMON SHARE $ (0.001) $ -
================ ================
BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES OUTSTANDING 500,000 500,000
================ ================
</TABLE>
F-9
<PAGE>
<TABLE>
BERGAMO ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
CUMULATIVE
THREE MONTHS FROM INCEPTION
ENDED MARCH 31, (APRIL 21 1997)
------------------------------------- TO MARCH 31,
2000 1999 2000
---------------- ---------------- ----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (590) $ (209) $ (1,319)
Adjustments to reconcile net loss to net cash
used by operating activities: - - -
---------------- ---------------- ----------------
Net cash used by operating activities (590) (209) (1,319)
---------------- ---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES - - -
---------------- ---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock - - 500
Capital contribution 590 209 819
---------------- ---------------- ----------------
Net cash provided by financing activities 590 209 1,319
---------------- ---------------- ----------------
Net increase (decrease) in cash - - -
---------------- ---------------- ----------------
CASH, BEGINNING OF PERIOD - - -
---------------- ---------------- ----------------
CASH, END OF PERIOD $ - $ - $ -
================ ================ ================
</TABLE>
F-10
<PAGE>
BERGAMO ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE A - BASIS OF PRESENTATION
------------------------------
The accompanying unaudited financial statements of Bergamo Acquisition
Corp. (the "Company") have been prepared in accordance with generally
accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information required by
generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of
normal recurring adjustments) considered necessary for a fair presentation
have been included. Operating results for the three months ended March 31,
2000 are not necessarily indicative of the results for any future period.
These statements should be read in conjunction with the Company's audited
financial statements and notes thereto for the year ended December 31,
1999.
NOTE B - GOING CONCERN
----------------------
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate
continuation of the Company as a going concern. Additional capital
infusion is necessary in order to acquire business opportunities and
achieve profitable operations. This factor raises substantial doubt about
the Company's ability to continue as a going concern.
The Company's management intends to raise additional funds through equity
offerings. However, there can be no assurance that management will be
successful in this endeavor.
F-11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Delaware Statutes
-----------------
Section 145 of the Delaware General Corporation Law, as amended,
provides for the indemnification of the Company's officers, directors, employees
and agents under certain circumstances as follows:
"(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate.
<PAGE>
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees).
Certificate of Incorporation
----------------------------
The Company's Certificate of Incorporation provides that the directors
of the Company shall be protected from personal liability to the fullest extent
permitted by law. The Company's Bylaws also contain a provision for the
indemnification of the Company's directors (see "Indemnification of Directors
and Officers - Bylaws" below).
<PAGE>
Bylaws
------
The Company's Bylaws provide for the indemnification of the Company's
directors, officers, employees, or agents under certain circumstances as
follows:
"7.1 AUTHORIZATION FOR INDEMNIFICATION. The Corporation may indemnify,
in the manner and to the full extent permitted by law, any person (or the
estate, heirs, executors, or administrators of any person) who was or is a party
to, or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that such person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal action or
proceeding, that he had reasonable cause to believe that his conduct was
unlawful.
7.2 ADVANCE OF EXPENSES. Costs and expenses (including attorneys' fees)
incurred by or on behalf of a director or officer in defending or investigating
any action, suit, proceeding or investigation may be paid by the Corporation in
advance of the final disposition of such matter, if such director or officer
shall undertake in writing to repay any such advances in the event that it is
ultimately determined that he is not entitled to indemnification. Such expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board deems appropriate. Notwithstanding the
foregoing, no advance shall be made by the Corporation if a determination is
reasonably and promptly made by the Board by a majority vote of a quorum of
disinterested directors, or (if such a quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs) by independent legal
counsel in a written opinion, or by the stockholders, that, based upon the facts
known to the Board or counsel at the time such determination is made, (a) the
director, officer, employee or agent acted in bad faith or deliberately breached
his duty to the Corporation or its stockholders, and (b) as a result of such
actions by the director, officer, employee or agent, it is more likely than not
that it will ultimately be determined that such director, officer, employee or
agent is not entitled to indemnification.
7.3 INSURANCE. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise or as a member of any committee or similar
body against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this Article or applicable law.
7.4 NON-EXCLUSIVITY. The right of indemnity and advancement of expenses
provided herein shall not be deemed exclusive of any other rights to which any
person seeking indemnification or advancement of expenses from the Corporation
may be entitled under any agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office. Any agreement for
indemnification of or advancement of expenses to any director, officer, employee
or other person may provide rights of indemnification or advancement of expenses
which are broader or otherwise different from those set forth herein."
Indemnity Agreements
--------------------
Our bylaws provide that we may indemnify directors, officers, employees
or agents to the fullest extent permitted by law and we have agreed to provide
such indemnification to our sole officer and director, Danilo Cacciamatta,
pursuant to written indemnity agreements.
<PAGE>
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses incurred in
connection with the sale and distribution of the securities being registered.
All of the amounts shown are estimates except the Securities and Exchange
Commission registration fee.
Security and Exchange Commission registration fee........ $ 132
Printing and engraving expenses.......................... $ 250
Accounting fees and expenses............................. $ 1,000
Miscellaneous expenses................................... $ 200
Total............................................ $ 1,583
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
In April 1997, we issued 500,000 shares of common stock, for the total
consideration of $500, to 41 parties, including 450,000 shares of Common Stock
to Danilo Cacciamatta (149,000 shares), two fellow employees of Mr. Cacciamatta
at Cacciamatta Accountancy Corp (3,000 shares), Templemore Partners (149,000
shares), and Suzanne Kerr (149,000) and 50,000 shares of common stock to 36
residents of Europe, each of whom are the direct relatives or long standing
friends of the general partners of Templemore Partners or Danilo Cacciamatta.
There was no underwriter involved in this issuance. The issuances were conducted
pursuant to Section 4(2) under the 1933 Act. We have not conducted any other
issuances of securities.
ITEM 27. EXHIBITS
3.1* Certificate of Incorporation of the Company
3.2* Bylaws of the Company
4.1* Specimen of Common Stock Certificate
10.1* [Form of] Indemnity Agreement.
23.1 Consent of independent auditors
27.1* Financial Data Schedule
------------
* Filed as exhibit to Registrant's Form 10-SB Registration Statement (File
No. 0-26941) and incorporated herein by reference.
<PAGE>
ITEM 28. UNDERTAKING.
(a) The undersigned company hereby undertakes:
(1) To file, during any period which offers or sales are being
made, a post-effective amendment to this registration statements:
(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 of 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 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at
the termination of the offering.
(b) Insofar as indemnification for the liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described herein, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange such indemnification is against public policy as expressed in the
opinion of 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 director, officers 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 question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
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 for the filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on June 28, 2000.
BERGAMO ACQUISITION CORP.
By: /s/ Danilo Cacciamatta
-----------------------------------------
Danilo Cacciamatta,
President, Chief Executive Officer, Chief
Financial 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.
SIGNATURE TITLE DATE
--------- ----- ----
President, Chief Executive
Officer, Chief Financial
/s/ Danilo Cacciamatta Officer and sole director June 28, 2000
------------------------
Danilo Cacciamatta
