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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 21, 2000
REGISTRATION NO. 333-40200
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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PROPEL, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 4812 36-4291950
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
425 NORTH MARTINGALE ROAD
18TH FLOOR
SCHAUMBURG, ILLINOIS 60173
(847) 435-3700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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J. MICHAEL NORRIS
PROPEL, INC.
425 NORTH MARTINGALE ROAD
18TH FLOOR
SCHAUMBURG, ILLINOIS 60173
(847) 435-3700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
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<S> <C> <C> <C>
THOMAS P. HOLDEN MICHELLE M. WARNER GERALD T. NOWAK ANDREW R. SCHLEIDER
PROPEL, INC. MOTOROLA, INC. KIRKLAND & ELLIS SHEARMAN & STERLING
425 NORTH MARTINGALE ROAD 1303 EAST ALGONQUIN ROAD 200 EAST RANDOLPH DRIVE 599 LEXINGTON AVENUE
18TH FLOOR SCHAUMBURG, ILLINOIS 60196 CHICAGO, ILLINOIS 60601 NEW YORK, NEW YORK 10022
SCHAUMBURG, ILLINOIS 60173 (847) 576-5000 (312) 861-2000 (212) 848-4000
(847) 435-3700
</TABLE>
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Approximate date of commencement of proposed sale to public:
As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration 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,
check the following box. / /
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVENESS UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable in connection with the sale and
distribution of the securities being registered. All amounts are estimated
except the Securities and Exchange Commission registration fee and the Nasdaq
National Market listing fee.
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<CAPTION>
ITEM AMOUNT
---- ------
<S> <C>
Securities and Exchange Commission registration fee......... $132,000
NASD registration fee....................................... 30,500
Nasdaq listing fee.......................................... *
Blue Sky qualification fees and expenses.................... *
Legal fees and expenses..................................... *
Accounting fees and expenses................................ *
Transfer agent and registrar fees........................... *
Directors and officers insurance............................ *
Printing and engraving expenses............................. *
Miscellaneous expenses...................................... *
--------
Total................................................... $ *
========
</TABLE>
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* To be filed by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
GENERAL CORPORATION LAW
Propel is incorporated under the laws of the State of Delaware. Section 145
("Section 145") of the General Corporation Law of the State of Delaware, as the
same exists or may hereafter be amended (the "General Corporation Law"), inter
alia, provides that a Delaware corporation may indemnify any persons who were,
are or are threatened to be made, parties 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 such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was illegal. A Delaware corporation may indemnify any persons who are,
were or are threatened to be made, a party to any threatened, pending or
completed action or suit by or in the right of the corporation by reasons of the
fact that such person was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit, provided such person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the corporation's best
interests, provided that no indemnification is permitted without judicial
approval if the officer, director, employee or agent is adjudged to be liable to
the corporation. Where an officer, director, employee or agent is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses that such officer or
director has actually and reasonably incurred.
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Section 145 further authorizes a corporation 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 or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.
CERTIFICATE OF INCORPORATION
Propel's Certificate of Incorporation and Bylaws provide for the
indemnification of officers and directors to the fullest extent permitted by the
General Corporation Law.
All of Propel's directors and officers are covered by insurance policies
maintained by it against certain liabilities for actions taken in their
capacities as such, including liabilities under the Securities Act of 1933, as
amended.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
In connection with its incorporation and organization on February 24, 1999,
Propel issued shares of common stock to Motorola, Inc. Propel believes
that this issuance was exempt from registration under Section 4(2) of the
Securities Act of 1933, as amended, as a transaction not involving any public
offering.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
Reference is made to the attached "Exhibit Index."
(B) FINANCIAL STATEMENT SCHEDULES.
Not applicable.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes to provide the underwriters at
the closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.
Insofar as the indemnification for liabilities arising under the Securities
Act of 1933 (the "Securities Act") may be permitted as to directors, officers
and controlling persons of the registrant under the provisions described in Item
14, or otherwise, the registrant has been advised that in the opinion of the
SEC, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payments by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) for purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
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under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective; and
(2) for the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Propel, Inc. has
duly caused this Pre-Effective Amendment No. 1 to the Registration Statement on
Form S-1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Schaumburg, State of Illinois, on July 21, 2000.
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PROPEL, INC.
By: /s/ *
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J. Michael Norris
CHIEF EXECUTIVE OFFICER AND PRESIDENT
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Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 has been
signed by the following persons in the capacities and on the dates indicated:
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<CAPTION>
SIGNATURES CAPACITY DATES
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<S> <C> <C> <C>
/s/ *
--------------------------------- Principal Executive Officer July 21, 2000
J. Michael Norris and Director
/s/ RICHARD D. HANING Principal Financial and
--------------------------------- Accounting Officer and July 21, 2000
Richard D. Haning Director
/s/ *
--------------------------------- Director July 21, 2000
Theodore W. Schaffner
/s/ *
--------------------------------- Director July 21, 2000
Richard D. Severns
</TABLE>
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<S> <C> <C> <C>
*By: /s/ RICHARD D. HANING
--------------------------------------
Richard D. Haning
ATTORNEY-IN-FACT
</TABLE>
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
*1.1 Form of Underwriting Agreement.
*3.1 Form of Restated Certificate of Incorporation of Propel,
Inc.
*3.2 Form of Amended and Restated Bylaws of Propel, Inc.
*4.1 Form of certificate representing shares of common stock of
Propel. Inc.
*5.1 Opinion of Kirkland & Ellis.
*10.1 Form of Master Separation Agreement by and between
Propel, Inc. and Motorola, Inc.
*10.2 Form of Transitional Services Agreement by and between
Propel, Inc. and Motorola, Inc.
*10.3 Form of Israel Transitional Services Agreement by and
between Propel, Inc. and Motorola, Inc.
*10.4 Form of Israeli Separation, IPO and Distribution Agreement
by and between Propel, Inc. and Motorola, Inc.
*10.5 Form of Tax Sharing Agreement by and between Propel, Inc.
and Motorola, Inc..
*10.6 Form of Registration Rights Agreement by and between
Propel, Inc. and Motorola, Inc.
*10.7 Form of Employee Matters Agreement by and between
Propel, Inc. and Motorola, Inc.
**10.8 Form of Wireless Products Distribution Agreement among
Propel, Inc., Motorola, Inc. and Motorola Israel, Ltd.
*10.9 Propel, Inc. Incentive Compensation Plan
*10.10 Form of Change in Control Agreement
*21.1 Subsidiaries of Propel, Inc.
*23.1 Consent of Kirkland & Ellis (included in Exhibit 5.1).
*23.2 Consent of KPMG LLP relating to the consolidated financial
statements of Propel, Inc.
*23.3 Consent of PricewaterhouseCoopers relating to the
consolidated financial statements of Compania de
Radiocomunicaciones Moviles S.A.
*23.4 Consent of Mancera-Ernst & Young International relating to
the consolidated financial statements of Baja Celular
Mexicana, S.A. de C.V.
*23.5 Consent of Deloitte & Touche relating to the consolidated
financial statements of Entel Telefonia Personal S.A.
*23.6 Consent of KPMG relating to the consolidated financial
statements of Tricom, S.A.
*23.7 Consent of KPMG Auditores Independentes relating to the
financial statements of Global Telecom S.A.
*23.8 Consent of PricewaterhouseCoopers relating to the financial
statements of Abiatar S.A.
*23.9 Consent of Somekh Chaikan (a member firm of KPMG
International) relating to the consolidated financial
statements of Pelephone Communications Ltd.
*23.10 Consent of KPMG Hazem Hassan relating to the consolidated
financial statements of MobiNil for Telecommunications.
*23.11 Consent of KPMG Lietuva relating to the financial statements
of UAB Omnitel.
*23.12 Consent of Saba & Co. relating to the consolidated financial
statements of Pella Investment Company.
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
*23.13 Consent of PricewaterhouseCoopers relating to the
consolidated financial statements of Hutchison Telephone
Company Limited.
24.1 Power of Attorney (included in Part II to the Registration
Statement previously filed).
*27.1 Financial Data Schedules.
</TABLE>
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* To be filed by amendment.
** Filed herewith and subject to a confidential treatment request pursuant to
Rule 406. A complete copy of this exhibit has been filed separately with the
Securities and Exchange Commission.
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