As filed with the Securities and Exchange Commission on August 17, 2000
Registration No._________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INTERTECH CORPORATION
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(Name of small business issuer in its charter)
Delaware 8742 43-1889792
----------------------------- ---------------------------- -------------------
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
759 Cedar Field Court, Town & Country, Missouri 63017
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(Address and telephone number of principal executive offices)
759 Cedar Field Court, Town & Country, Missouri 63017
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(Address of principal place of business or intended principal place of business)
Corporation Service Company
1013 Centre Road, Wilmington, DE 19805-1297
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(Name, address and telephone number of agent for service)
Please send a copy of all communications to:
Michael D. Harris, Esq.
Michael Harris, P.A.
1645 Palm Beach Lakes Blvd., Suite 550
West Palm Beach, Florida 33401
Telephone: (561) 478-7077 Facsimile: (561) 478-1817
Approximate date of proposed sale to the public:
From time to time after the 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, check
the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of each class Proposed Proposed Amount of
of common stock maximum offering maximum aggregate registration
to be registered price per unit (1) offering price fee
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Common Stock, par value
$.001 per share $.02 $84,980 $22.43
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TOTAL $.02 $84,980 $22.43
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(1) Estimated solely for the purpose of calculating the registration fee using
the book value per share.
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 SAID SECTION 8(a),
MAY DETERMINE.
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CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
FORM SB-2 ITEM NUMBERS AND CAPTION HEADING IN PROSPECTUS
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<S> <C>
1. Front of the Registration Statement and
Outside Front Cover of Prospectus..............................Cover Page of Form SB-2 and
of Prospectus
2. Inside Front and Outside Back Cover
Pages of Prospectus............................................Inside Front and Outside
Back Cover Pages of Prospectus
3. Summary Information and Risk Factors...........................Prospectus Summary and Risk Factors
4. Use of Proceeds................................................Not Applicable
5. Determination of Offering Price................................Not Applicable
6. Dilution.......................................................Not Applicable
7. Selling Security Holders.......................................Selling Stockholders
8. Plan of Distribution...........................................Plan of Distribution
9. Legal Proceedings..............................................Not Applicable
10. Directors, Promoters, Executive Officers,
Promoters and Control Persons..................................Management
11. Security Ownership of Certain
Beneficial Owners and Management...............................Principal Stockholders
12. Description of Securities......................................Description of Securities
13. Interest of Named Experts and Counsel..........................Experts
14. Disclosure of Commission Position
on Indemnification for Securities Act Liabilities..............Part II
15. Organization Within Last Five Years............................Related Party Transactions
16. Description of Business........................................Proposed Business
17. Plan of Operation..............................................Plan of Operation
18. Description of Property........................................Proposed Business
19. Certain Relationships and Related Transactions.................Related Party Transactions
20. Market for Common Equity and Related Stockholder Matters.......Not Applicable
21. Executive Compensation.........................................Management
22. Financial Statements...........................................Financial Statements
23. Changes In and Disagreements With Accountants
on Accounting and Financial Disclosure.........................Not Applicable
</TABLE>
ii
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED AUGUST 17, 2000
PROSPECTUS
4,249,000 SHARES OF COMMON STOCK
INTERTECH CORPORATION
INVESTING IN THE COMMON STOCK INVOLVES SUBSTANTIAL RISKS. SEE "RISK
FACTORS" BEGINNING ON PAGE __.
This prospectus relates to 4,249,000 shares of our common stock, par value
$.001 per share. We are not selling any of these shares and will not receive any
of the proceeds from the sale of the shares. The prices at which the selling
stockholder may sell the shares will be determined by the prevailing market
price for the shares or in negotiated transactions.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE COMMON STOCK OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is August ___, 2000.
Intertech Corporation
759 Cedar Field Court
Town & Country, Missouri 63017
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You should only rely on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell, and seeking offers to buy
shares of common stock only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus is accurate only as the
date of this prospectus, regardless of the time of delivery of this prospectus
or of any sale of common stock.
TABLE OF CONTENTS
Prospectus Summary.......................................................... 3
Risk Factors................................................................ 4
Forward Looking Statements.................................................. 7
Capitalization.............................................................. 7
Plan of Operation........................................................... 8
Proposed Business........................................................... 8
Management ................................................................. 9
Related Party Transactions.................................................. 10
Principal Stockholders ..................................................... 11
Description of Securities .................................................. 11
Selling Stockholders........................................................ 12
Plan of Distribution........................................................ 14
Legal Matters............................................................... 15
Experts..................................................................... 15
Financial Statements........................................................ 16
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PROSPECTUS SUMMARY
The following summary highlights selected information from this prospectus
and may not contain all the information that is important to you. To understand
our business and this offering fully, you should read this entire prospectus
carefully, including the financial statements and the related notes beginning on
page F-1. When we refer in this prospectus to "Intertech," "we," "our," and
"us," we mean Intertech Corporation, a Delaware corporation. This prospectus
contains forward-looking statements and information relating to Intertech. See
"Forward Looking Statements" on page 7.
INTERTECH CORPORATION
We were incorporated in the State of Delaware on April 7, 2000. Our
principal executive offices are located at 759 Cedar Field Court, Town &
Country, Missouri 63017. Our telephone number is (314) 991-1192 and our
facsimile number is (314) 991-1226.
OUR BUSINESS
We have never conducted any business and have minimal assets. We intend to
locate an appropriate company to acquire through the issuance of a large block
of common stock or other securities. We have not developed any selection
criteria to locate or select this company to acquire. It may be engaged in any
kind of business and may not have significant assets or revenues. It may not be
profitable. We expect that the selection of a company to acquire will be
primarily at the discretion of our founder, Hershey Moss.
THE OFFERING
Common stock offered....................... 4,249,000 shares
Common stock outstanding
immediately prior to this offering......... 4,249,000 shares
Common stock outstanding
immediately following this offering........ 4,249,000 shares
Risk factors............................... An investment in our common stock
is highly speculative and involves
a high degree of risk. You should
read the "Risk Factors" section
beginning on page 4.
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RISK FACTORS
THE COMMON STOCK OFFERED IS HIGHLY SPECULATIVE IN NATURE AND INVOLVES A
HIGH DEGREE OF RISK. ONLY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT
SHOULD PURCHASE THE COMMON STOCK. THEREFORE, EACH PROSPECTIVE INVESTOR SHOULD
VERY CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS AMONG OTHER THINGS, AS WELL
AS ALL OTHER INFORMATION SET FORTH IN THIS PROSPECTUS, PRIOR TO PURCHASE.
RISKS RELATING TO THE COMPANY
BECAUSE WE DO NOT HAVE AN OPERATING HISTORY, WE MAY NEVER BE PROFITABLE
We were incorporated in April 2000, and we have not conducted any business.
We have no significant assets or financial resources. We have no operating
revenues or earnings from operations to date. We are likely to have expenses
without any corresponding revenues, at least until we acquire a company.
Consequently, we expect to incur losses until we can consummate a transaction
with a profitable company. If we make an acquisition, the losses may continue
and may increase.
IF WE ACQUIRE A PRIVATE ENTITY, OUR MANAGEMENT AND STOCKHOLDERS WILL LOSE
CONTROL
An acquisition involving the issuance of our common stock will likely
result in the stockholders of the private entity obtaining control of Intertech.
An acquisition may require our founder to sell or transfer all or a portion of
his common stock and resign as our director. This will result in a change in
control of Intertech.
SINCE WE INTEND TO ACQUIRE ANOTHER COMPANY, OUR SUCCESS WILL DEPEND UPON THE
MANAGEMENT AND PROFITABILITY OF THE ENTITY WE ACQUIRE
The success of our proposed plan of operation will depend on the
operations, financial condition and management of the company we acquire. While
our management intends to seek a transaction with a company that has an
established operating history, there can be no assurance that we will be
successful in locating a company with an operating history. In the event that we
are successful in locating an operating company, the success of our operations
will be dependent upon the management and profitability of the acquired company.
WE WILL NOT BE ABLE TO CARRY OUT OUR GROWTH STRATEGY, IF WE CANNOT MAKE AN
ACQUISITION IN THE FUTURE
Following this offering, we plan to acquire a company as part of our growth
strategy. Although we are currently exploring potential acquisitions, we are not
engaged in any negotiations. We have no experience in making acquisitions and
may not be successful in acquiring any business.
4
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BECAUSE WE EXPECT TO BE ABLE TO ACQUIRE ONLY ONE COMPANY, WE ARE SUBJECT TO A
GREATER RISK OF LOSS THAN IF WE WERE MORE DIVERSIFIED
Our proposed operations, even if successful, will likely result in
Intertech acquiring one private company. Our inability to diversify our
operations into a number of areas may subject us to greater vulnerability and
economic fluctuations. By limiting our plan to one acquisition, we are likely
increasing the risk associated with our operations.
BECAUSE WE ONLY HAVE NOMINAL CAPITAL, WE ARE AT A COMPETITIVE DISADVANTAGE IN
SEEKING A COMPANY TO ACQUIRE
We are and will continue to be an insignificant participant in the business
of seeking an acquisition of a private company. A large number of established
and well-financed entities, including venture capital firms, are active in
mergers and acquisitions of companies which may be target candidates for
Intertech. Nearly all of these competitors have significantly greater financial
resources, technical expertise and managerial capabilities than we do.
Consequently, we will be at a competitive disadvantage in identifying possible
companies to acquire and successfully completing an acquisition. Moreover, we
will compete with numerous other small public companies who seek to locate
private companies in order to effectuate acquisitions.
BECAUSE WE HAVE NOT DEVELOPED ANY SPECIFIC CRITERIA OR GUIDELINES FOR OUR
SELECTION OF AN ACQUISITION CANDIDATE, WE MAY ACQUIRE A COMPANY WITHOUT
PROFITABLE OPERATIONS OR QUALIFIED MANAGEMENT
We have not established a specific length of operating history or a
specified level of earnings, assets, net worth or other criteria, which we will
require of a potential acquisition candidate. Accordingly, we may enter into a
transaction with a private company having no significant operating history,
losses, limited or no potential for earnings, limited assets, negative net worth
or other negative characteristics. Investors should be aware of our management's
unlimited discretion in selection of an acquisition candidate.
BECAUSE FEDERAL LAW REQUIRES AUDITED FINANCIALS OF A COMPANY ACQUIRED, WE MAY BE
UNABLE OR DELAYED IN ACQUIRING A COMPANY
Federal law requires reporting companies like us to provide certain
information about significant acquisitions, including audited financial
statements for acquired companies. The time and additional costs that may be
incurred by some companies in preparing the required statements may
significantly delay or essentially prevent us from completing an acquisition.
This will further limit our available opportunities.
IF OUR PRESIDENT IS NOT AVAILABLE, WE MAY BE HINDERED IN LOCATING A COMPANY TO
ACQUIRE
We will rely heavily upon the services of Mr. Hershey Moss, our president,
in locating a company to acquire. If Mr. Moss resigns or is otherwise
unavailable, we may be unable to locate a company to acquire. We believe Mr.
Moss' contacts and relationships are an important advantage in locating a
company to acquire. Consequently, it would be difficult and expensive to replace
him.
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WE ARE CONTROLLED BY OUR PRESIDENT, WHICH MEANS HE MAY STOP A THIRD PARTY FROM
ACQUIRING US EVEN IF IT IS IN THE BEST INTERESTS OF OUR STOCKHOLDERS
Mr. Moss, our president, owns approximately 93 % of our outstanding common
stock. As a practical matter, he will have sufficient voting power to control
the outcome of matters submitted to our stockholders for approval, including the
election of directions and any acquisition. The concentration of ownership of
our common stock could allow a favorable acquisition to be surpassed or an
unfavorable acquisition to be consummated without the approval of the minority
shareholders.
SINCE WE HAVE LIMITED RESOURCES WITH WHICH TO PAY OUR EXPENSES, WE MAY BECOME
DEPENDENT UPON THE FINANCIAL SUPPORT OF OUR PRESIDENT
We are a development stage company without operations. We have limited
resources with which to execute our proposed plan of business. If our available
cash resources are depleted before we establish operations or revenues, we may
have to borrow funds from our president. Such loans may not be available to us
in the absence of our president, and alternative funds may not be available to
us on commercially reasonable terms.
RISKS RELATING TO OUR COMMON STOCK
BECAUSE OUR COMMON STOCK WILL NOT BE LISTED ON A STOCK EXCHANGE OR NASDAQ,
INVESTORS MAY BE UNABLE TO RESELL THE COMMON STOCK
Although all of our common stock may be publicly sold following the date of
this prospectus, there is no established market for our common stock. We do not
know if a market for our common stock will be established or that, if
established, a market will be sustained. Therefore, investors should realize
that they may be unable to sell our common stock if they purchase it.
Accordingly, investors must be able to bear the financial risk of losing their
entire investment in our common stock.
PURCHASE OF OUR COMMON STOCK MAY BE LIMITED TO INVESTORS IN A LIMITED NUMBER OF
STATES, BECAUSE OF STATE SECURITIES LAWS
Our common stock will only be available for sale in a limited number of
states. Because states may place restrictions on the purchase by their
residents, the market for our common stock may be limited.
OUR COMMON STOCK PRICE MAY BE HIGHLY VOLATILE, AND INVESTORS MAY NOT BE ABLE TO
SELL THEIR STOCK AT OR ABOVE MARKET PRICES
If a market for our common stock develops, the market price may be highly
volatile. As long as the future market for our common stock is limited,
investors who purchase our common stock may only be able to sell their shares at
a loss. Factors that could cause our common stock price to be volatile may
include:
* changes in how the market perceives us and how it perceives the nature of
our business,
* strategic partnerships or joint ventures;
* additions or departures of key personnel, and
* sales of common stock.
6
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SINCE ALL OF OUR COMMON STOCK IS BEING REGISTERED AND MAY BE AVAILABLE FOR
RESALE, A SIGNIFICANT OVERHANG ON THE MARKET COULD DEPRESS THE MARKET PRICE OF
OUR COMMON STOCK
Following the effective date of this Registration Statement, all shares of
our common stock will be eligible for resale to the public pursuant to the
provisions of Rule 144 of the Securities Act of 1933. This amount of common
stock represents a significant overhang on any market that may develop for our
common stock. If a substantial number of shares in this overhang were sold in a
short period of time, any market for our common stock could be dramatically
depressed.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that address, among
other things, our expectations with regard to the acquisition market and our
ability to acquire another business. In addition to these statements, trend
analyses and other information including words such as "seek," "anticipate,"
"believe," "plan," "estimate," "expect," "intend" and other similar expressions
are forward looking statements. These statements are based on our beliefs as
well as assumptions we made using information currently available to us. We
undertake no obligation to publicly update or revise any forward-looking
statements, whether because of new information, future events, or otherwise.
Because these statements reflect our current views concerning future events,
these statements involve risks, uncertainties, and assumptions. Actual future
results may differ significantly from the results discussed in the
forward-looking statements. We anticipate that some or all of the results may
not occur because of factors, which we discuss in the "Risk Factors" section of
this prospectus beginning on page 4.
CAPITALIZATION
As of June 30, 2000
-------------------
Stockholders' equity
Preferred stock,
5,000,000 shares authorized,
no shares issued or outstanding $ 0
Common stock, par value $.001 per share,
45,000,000 Shares authorized,
4,198,000 shares issued and outstanding
as of June 30, 2000 4,198
Additional paid-in capital 70,052
Retained Earnings 161
Stockholders' equity 74,411
Total capitalization $ 74,411
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PLAN OF OPERATION
We are a development stage company without operations or revenues other
than nominal interest income. Our only expenses are auditing fees and costs of
filing reports with the SEC. For that reason, we will have limited cash
available, which should satisfy our working capital needs through the next
twelve months. Once we exhaust our available cash resources, we will be
dependent upon loans from our founder. If he fails to lend funds to Intertech
for these expenses, we may cease existing.
PROPOSED BUSINESS
We were incorporated in the State of Delaware on April 7, 2000, to engage
in any lawful business.
PLAN OF BUSINESS
We have had no operations to date. We offer no products or services at this
time. Our founder has determined that our principal business purpose at this
time is to acquire a private company. We believe that if a market for our common
stock develops, it will assist us in making an acquisition.
We are seeking to acquire a company actively engaged in a business in
exchange for our common stock. We intend to seek, investigate and, if such
investigation warrants, acquire an interest in a company presented by persons or
firms who seek the perceived advantages of a reporting entity. Our management
has not conducted market research and is not aware of statistical data, which
would support the perceived benefits of an acquisition for a private company.
Our management believes that there are numerous firms seeking the perceived
benefits of a company which files reports with the Securities and Exchange
Commission. Such perceived benefits may include facilitating or improving the
terms on which additional equity financing may be sought, providing liquidity
for incentive stock options or similar benefits to key employees, providing
liquidity, subject to statutory restrictions, for all stockholders and other
factors.
We have no particular acquisition in mind and have not entered into any
negotiations regarding an acquisition. We expect that we will locate potential
candidates for an acquisition through contacts of our founder, Hershey Moss. We
have not developed any formal criteria with which to assess potential
acquisition candidates. An acquisition opportunity may be available in many
different industries and with entities at various stages of development, which
will make the task of comparative investigation and analysis of candidates for
such business opportunities extremely difficult and complex. The analysis of
candidates will be undertaken by, or under the supervision of, Hershey Moss, our
president. In analyzing prospective companies to acquire, we expect that our
management will consider such factors as:
* technical, financial and managerial resources,
* working capital and other financial requirements,
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* history of operations,
* nature of present and expected competition,
* the quality and experience of management,
* potential for further research, development, or exploration,
* potential for growth or expansion,
* potential for profit,
* perceived public recognition or acceptance of products, services, or
trades,
* name identification, and
* other relevant factors.
Upon the closing of an acquisition, Mr. Moss and our other stockholders
will no longer be in control of Intertech. We expect that new officers and
directors will replace him without a vote of our stockholders. We have no
employees. Our founder, Hershey Moss, has agreed to allocate a portion of his
time to the activities of Intertech, without compensation. Other than Mr. Moss,
we have no part-time employees.
These proposed business activities classify us as a "blank check" company.
Many states have enacted statutes, rules and regulations limiting the sale of
common stock of "blank check" companies in their respective jurisdictions.
Although Mr. Moss intends to undertake any efforts to cause a market to develop
in our common stock before completeing and acquisition, these state laws may
hamper our ability to develop a market. This discussion of our proposed business
is purposefully general and is not meant to be restrictive of our virtually
unlimited discretion to search for and enter into potential acquisitions. We may
pursue transactions with entities which have only recently commenced operations
or wish to utilize the public marketplace to raise additional capital in order
to expand into new products or markets, to develop a new product or service, or
for other corporate purposes. Because we believe an acquisition candidate will
seek control of Intertech, we anticipate that we will be able to participate in
only one potential acquisition.
We do not have significant capital to offer to the owners of potential
business opportunities. The owners of a company may incur significant legal and
accounting costs in connection with a transaction with Intertech, including the
costs of preparing and filing a Form 8-K with the SEC. We will not acquire any
company for which audited financial statements cannot be obtained within 75 days
after closing of the proposed acquisition. Further, any acquisition candidate
will have to comply with all applicable reporting requirements, which include
providing audited financial statements and filing annual and quarterly reports
with the SEC.
It is anticipated that any common stock issued in an acquisition would be
issued in reliance upon an exemption from the registration requirements under
applicable federal and state securities laws. We may agree to register all or a
part of common stock issued immediately after an acquisition is consummated. If
such registration occurs, it will be undertaken by us after we have successfully
consummated an acquisition and are no longer considered a "blank check" or
"shell" company. Until this occurs, we will not attempt to register any
additional common stock. The issuance of additional common stock and its
potential sale into any trading market that may develop in our common stock may
have a depressive effect on the value of our common stock in the future. We
cannot assure you that a trading market for our common stock will ever develop.
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Any merger or acquisition effected by Intertech can be expected to have a
significant dilutive effect on the percentage of common stock held by our
current stockholders. With respect to any acquisition, negotiations with the
management of a private company are expected to focus on the percentage
ownership of Intertech that the stockholders of the private company would
acquire in exchange for the private company. Our current stockholders will
likely hold a small minority ownership interest in Intertech following any
acquisition.
We will be an insignificant participant among the entities, which engage in
the acquisition of private companies. There are many established venture capital
and financial firms which have significantly greater financial and personnel
resources and technical expertise than Intertech. In light of our limited
financial resources and limited management availability, we will be at a
significant competitive disadvantage in locating a company to acquire.
Our executive offices are located at 759 Cedar Field Court, Town & Country,
Missouri 63017, where our president resides. We do not pay rent to our president
for this space.
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICER
The following table summarizes general information about our sole officer
and director. Our bylaws provide that we shall have a minimum of one director
and a maximum of nine directors. The directors are elected at the annual meeting
of our stockholders. Each director serves a term of one year or until his
successor is duly elected and qualified. There is no limitation on the number of
terms for which a person can serve as a director. Vacancies are filled by a
majority vote of the remaining directors then in office.
Our officers will be elected at the first meeting of our board of directors
following the annual stockholders meeting. At a minimum, we are required to have
a president, a secretary, and a treasurer. Additional officers may be added at
the discretion of the board of directors. There is no limitation on the number
of terms for which a person can serve as an officer. Vacancies are filled by a
majority vote of the directors.
HERSHEY MOSS. Mr. Moss, age 60, has been our president, secretary and
treasurer and our sole director since our inception. Mr. Moss was our founder.
For the past five years, Mr. Moss has been self-employed as an investor. During
the same time, Mr. Moss has been a controlling stockholder of six companies, in
which he eventually sold his controlling interest through a merger or
acquisition We have no employees. Mr. Moss provides us with an office address
and use of his telephone and other business support facilities at no cost.
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RELATED PARTY TRANSACTIONS
At our inception, we issued 4,000,000 shares of our common stock to Hershey
Moss, our President and Director, for $ 12,300.
PRINCIPAL STOCKHOLDERS
The following table provides ownership information for our sole officer and
director who is the only beneficial owner of more than five percent of our
common stock as of August 1, 2000. To the best of our knowledge, he has sole
voting and investment power.
NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT
TITLE OF CLASS BENEFICIAL OWNER (1) OF BENEFICIAL OWNERSHIP OF CLASS
-------------- -------------------- ----------------------- --------
Common Stock Hershey Moss 4,000,000 shares 94%
759 Cedar Field Court
Town & Country, MO 63017
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(1) Beneficial ownership exists when a person has either the power to vote or
sell our common stock. Unless otherwise indicated, we believe that all
persons named in the table have sole voting and investment power with
respect to all securities beneficially owned by them. A person is deemed to
be the beneficial owner of securities that can be acquired by such person
within 60 days from the date whether upon the exercise of options or
otherwise.
DESCRIPTION OF SECURITIES
The following is a summary of the material terms of our capital stock. It
is subject to applicable Delaware law and to the provisions of our Certificate
of Incorporation. A copy has been filed as an exhibit to the registration
statement containing this prospectus. Our authorized capital stock consists of
45,000,000 shares of common stock, par value $.001 per share and 5,000,000
shares of preferred stock.
All stock sold in this offering will be freely tradable without any
restrictions. Sales of substantial amounts of common stock in the public market
following this offering could adversely affect our ability to raise capital at a
time when we need it or on terms favorable to us. Following this offering, we
will have 4,249,000 shares of common stock outstanding.
COMMON STOCK
We currently have 21 common stockholders. Each holder of common stock
outstanding is entitled to one vote per share on all matters submitted to a vote
of our stockholders including the election of directors. Holders do not have
cumulative voting rights.
In the event we dissolve or liquidate or wind up our business, whether
voluntary or involuntary, the holders of our common stock are entitled to share
ratably in all assets remaining after payment of our liabilities and any
preferences on outstanding preferred stock.
Each share of common stock has an equal right to receive dividends when and
if our board of directors decides to declare a dividend. We have not paid any
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dividends. We do not anticipate paying cash dividends in the foreseeable future.
The holders of our common stock are not entitled to preemptive rights.
Preferred Stock
We currently have no shares of preferred stock issued or outstanding. We
have no plans, agreements or understandings with respect to the issuance of any
shares of preferred stock. The board of directors is authorized to fix the
following rights and preferences of the preferred stock:
* The rate of dividends and whether such dividends shall be cumulative.
* The price at and the terms and conditions on which shares may be redeemed.
* The amount payable in the event of voluntary or involuntary liquidation.
* Whether or not a sinking fund shall be provided for the redemption or
purchase of shares.
* The terms and conditions on which shares may be converted.
* Whether, and in what proportion to any series, another series shall have
voting rights other than required by law, and, if voting rights are
granted, the number of voting rights per share.
Preferred stock may be issued in the future in connection with
acquisitions, financings, or other matters as the board of directors deems
appropriate. The effect of this preferred stock is that our board of directors
alone may be able to authorize the issuance of preferred stock which could have
the effect of delaying, deferring, or preventing a change in control of
Intertech without further action by our stockholders, and may adversely affect
the voting and other rights of the holders of the common stock. The issuance of
preferred stock with voting and conversion rights may also adversely affect the
voting power of the holders of common stock, including the loss of voting
control to others.
ANTI-TAKEOVER EFFECTS OF DELAWARE LAW
Following this offering, we will be subject to the "business combination"
provisions of Section 203 of the Delaware General Corporation Law. In general,
such provisions prohibit a publicly-held Delaware corporation from engaging in
various "business combination" transactions such as a merger with any
"interested stockholder" which includes, a stockholder owning 15% of a
corporation's outstanding voting common stock, for a period of three years after
the date in which the person became an interested stockholder, unless:
* the transaction is approved by the corporation's board of directors prior
to the date the stockholder became an interested stockholder;
* upon closing of the transaction which resulted in the stockholder becoming
an interested stockholder, the stockholder owned at least 85% of the shares
of stock entitled to vote generally in the election of directors of the
corporation outstanding excluding those shares owned by persons who are
both directors and officers and specified types of employee stock plans; or
12
<PAGE>
* on or after such date, an acquisition is approved by the board of directors
and at least 66 2/3% of outstanding voting stock not owned by the
interested stockholder.
INDEMNIFICATION AND LIABILITY OF OUR DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides a corporation
with the power to indemnify any officer or director acting in his capacity as
our representative who is or is threatened to be made a party to any lawsuit or
other proceeding for expenses, judgment and amounts paid in settlement in
connection with such lawsuit or proceeding. The indemnity provisions apply
whether the action was instituted by a third party or was filed by one of our
stockholders. The Delaware General Corporation Law provides that Section 145 is
not exclusive of other rights to which those seeking indemnification may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise. We have been advised that the Securities and Exchange
Commission believes it is against public policy for us to indemnify our
directors and officers for violations of the Securities Act of 1933 and the
Securities Exchange Act of 1934. Accordingly, we have agreed that unless our
attorneys advise us that the courts have ultimately decided whether the SEC is
correct, we will let a court determine whether we can indemnify our directors
and officers under such laws.
DIVIDEND POLICY
Our board of directors does not intend to pay dividends on our common stock
in the future. Instead, we intend to retain future income, if any, to finance
the growth of our business.
SELLING STOCKHOLDERS
The selling stockholders named below are selling our common stock. The
table assumes that all of the common stock registered in this registration
statement will be sold in this offering. We believe that the selling
stockholders listed in the table have sole voting and investment powers with
respect to the common stock offered. We will not receive any proceeds from the
sale of the common stock offered in this prospectus.
<TABLE>
<CAPTION>
STOCKHOLDER AMOUNT HELD AMOUNT OFFERED AMOUNT HELD PERCENTAGE
NAME BEFORE OFFERING IN PROSPECTUS AFTER OFFERING AFTER OFFERING
---- --------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Hershey Moss (1) 4,000,000 4,000,000 0 0 %
Alex Aal 20,000 20,000 0 0 %
Richard Berger 20,000 20,000 0 0 %
William Cooper 20,000 20,000 0 0 %
Alexis Forman 3,000 3,000 0 0 %
Sarah Forman 3,000 3,000 0 0 %
Sidney Forman 3,000 3,000 0 0 %
Sol Gerber 20,000 20,000 0 0 %
Seymour Kahn 20,000 20,000 0 0 %
Simone Kalhorn 20,000 20,000 0 0 %
13
<PAGE>
Michael Moss 20,000 20,000 0 0 %
Elavian and Jean Mueller 20,000 20,000 0 0 %
John & Barbara Olsen 5,000 5,000 0 0 %
Edmund & Lilianne
Deraney Paciello 3,000 3,000 0 0 %
Bradley & Lillian Sandler 3,000 3,000 0 0 %
Lillian Sandler 20,000 20,000 0 0 %
Scott Sandler 3,000 3,000 0 0 %
Larry & Laurie Shriber 20,000 20,000 0 0 %
Joshua Shriber 20,000 20,000 0 0 %
Janet Wilkins 3,000 3,000 0 0 %
Robert Wilkins 3,000 3,000 0 0 %
TOTALS 4,249,000 4,249,000 0 N/A
</TABLE>
----------
(1) Mr. Moss is our sole officer and director. He will be limited in his
ability to sell his common stock by Rule 144 under the Securities Act of
1933. Rule 144 provides that Mr. Moss, an affiliate of Intertech, may only
sell up to 1% of the common stock outstanding in any three month period,
until he is no longer in control of the company for a period in excess of
three months.
PLAN OF DISTRIBUTION
We are not selling our common stock. We are registering the common stock of
our selling stockholders. Our selling stockholders will have the ability to sell
or otherwise publicly transfer their shares subject to Rule 144 as explained
above. The distribution of the common stock by the selling stockholders may be
effected in one or more transactions that may take place in broker transactions,
privately negotiated transactions or through sales to dealers acting as
principals in the resale of the common stock.
We are unaware of any underwriting arrangements into which our selling
stockholders have entered. Any of the selling stockholders, acting alone or in
concert with one another, could be considered statutory underwriters under the
Securities Act, if they directly or indirectly conduct a distribution of the
common stock on our behalf. Broker-dealers may receive compensation in the form
of commissions, discounts or concessions from the selling stockholders in
amounts to be negotiated in connection with sales. These brokers or dealers may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933.
In this case, any commissions, discounts or concessions received by
broker-dealers and any profit on the resale of the shares sold by them may be
deemed to be underwriting compensation under the Securities Act. Compensation to
be received by any broker-dealers and retained by the selling stockholders in
excess of usual and customary commissions will, to the extent required, be set
forth in a supplement to this prospectus.
We have advised the selling stockholder that the anti-manipulation rules of
Regulation M under the Securities Exchange Act may apply to sales of the shares
of common stock offered in the market and to the activities of the selling
stockholder and its affiliates. In addition, we will make copies of this
14
<PAGE>
prospectus available to the selling stockholder and have informed it of the need
for delivery of copies of this prospectus to purchasers at or prior to the time
of any sale of the shares of common stock. The selling stockholder may indemnify
any broker-dealer that participates in transactions involving the sale of the
shares against certain liabilities, including liabilities arising under the
Securities Act.
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be passed
upon for us by Michael Harris, P.A., West Palm Beach, Florida.
EXPERTS
Our financial statements for the period ended June 30, 2000, appearing in
this prospectus have been audited by Rosenthal, Packman & Company, P.C.
independent auditors, as set forth in their report appearing elsewhere herein,
and are included in reliance upon such report given on the authority of such
firm as experts in accounting and auditing.
REPORTS TO STOCKHOLDERS
We are required to and will file quarterly, annual and other reports with
the SEC. Our annual report will contain the required audited financial
statements. We will provide stockholders with our annual report on Form 10-KSB
at the time we send notice of our annual meeting to our stockholders. We do not
intend to send our stockholders other reports we file with the SEC. The reports
and other information filed by us will be available for inspection and copying
at the public reference facilities of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
Copies of such material may be obtained by mail from the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 by paying
it fees. Information on the operation of the Public Reference Room may be
obtained by calling the SEC 1-800-SEC-0330. In addition, the SEC maintains a
website on the at www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the SEC.
15
<PAGE>
Letterhead of Rosenthal, Packman & Co., P.C.
Board of Directors
Intertech Corporation
St. Louis, Missouri
We have audited the accompanying balance sheet of Intertech Corporation (a
Delaware Corporation) as of June 30, 2000, and the related statements of income,
retained earnings, and cash flows for the period from inception (April 7, 2000)
to June 30, 2000. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
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 examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the statements referred to above present fairly, in all material
respects, the financial position of Intertech Corporation as of June 30, 2000,
and the results of its operations and the cash flows for the year then ended in
conformity with generally accepted accounting principles.
/s/ Rosenthal, Packman & Co., P.C.
July 26, 2000
F-1
<PAGE>
INTERTECH CORPORATION
BALANCE SHEET
JUNE 30, 2000
ASSETS
CASH $74,411
-------
TOTAL ASSETS $74,411
=======
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY
Preferred stock, 5,000,000 authorized with
no shares issued;
Common stock, $0.001 par value; 45,000,000
Shares authorized; 4,198,000 issued
and outstanding $ 4,198
Paid in capital 70,052
Retained earnings 161
-------
Total Stockholders' Equity $74,411
-------
STOCKHOLDERS' EQUITY $74,411
=======
See accompanying notes and accountants' report.
F-2
<PAGE>
INTERTECH CORPORATION
STATEMENT OF INCOME AND EXPENSES
THE PERIOD FROM APRIL 7, 2000 (DATE OF INCEPTION) TO JUNE 30, 2000
INCOME
Interest income $ 171
COSTS AND EXPENSES
Bank charges 10
----------
NET INCOME $ 161
==========
See accompanying notes and accountants' report.
F-3
<PAGE>
INTERTECH CORPORATION
STATEMENT OF RETAINED EARNINGS
THE PERIOD FROM APRIL 7, 2000 (DATE OF INCEPTION) TO JUNE 30, 2000
BALANCE - APRIL 7, 2000 $ 0
NET INCOME 161
----
BALANCE - JUNE 30, 2000 $161
====
See accompanying notes and accountants' report.
F-4
<PAGE>
INTERTECH CORPORATION
NOTES TO FINANCIAL STATEMENTS
THE PERIOD FROM APRIL 7, 2000 (DATE OF INCEPTION) TO JUNE 30, 2000
NOTE 1. NATURE OF BUSINESS
Intertech Corporation (The Company) is a newly-formed Delaware corporation.
The Company was organized on April 7, 2000. The Company has no business
operations. Following effectiveness of the SEC registration statement, the
Company intends to locate an operating business to acquire and merge into.
F-5
<PAGE>
INTERTECH CORPORATION
STATEMENT OF CASH FLOWS
THE PERIOD FROM APRIL 7, 2000 (DATE OF INCEPTION) TO JUNE 30, 2000
CASH FLOW FROM OPERATING ACTIVITIES
Net income $ 161
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 74,250
-------
NET INCREASE IN CASH 74,411
CASH - APRIL 7, 2000 0
-------
CASH - JUNE 30, 2000 $74,411
=======
See accompanying notes and accountants' report.
F-6
<PAGE>
YOU MAY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS
PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR SOLICITATION OF AN OFFER
TO BUY THESE SHARES IN ANY CIRCUMSTANCES UNDER WHICH THE OFFER OR SOLICITATION
IS UNLAWFUL.
INTERTECH CORPORATION
UNTIL _________, 2000 ALL DEALERS EFFECTING TRANSACTIONS IN THE COMMON
STOCK WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION
OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT
TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
<PAGE>
PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Certificate of Incorporation provides that the liability of our
directors shall be eliminated or limited to the fullest extent permitted by the
Delaware General Corporation Law. Section 145 of the Delaware General
Corporation Law provides a corporation with the power to indemnify any officer
or director acting in his capacity as our representative who is or is threatened
to be made a party to any lawsuit or other proceeding for expenses, judgment and
amounts paid in settlement in connection with such lawsuit or proceeding. The
indemnity provisions apply whether the action was instituted by a third party or
was filed by one of our stockholders. The Delaware General Corporation Law
provides that Section 145 is not exclusive of other rights to which those
seeking indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
We have been advised that the Securities and Exchange Commission believes
it is against public policy for us to indemnify our directors and officers for
violations of the Securities Act of 1933 and the Securities Exchange Act of
1934. Accordingly, we have agreed that unless our attorneys advise us that the
courts have ultimately decided whether the SEC is correct, we will let a court
determine whether we can indemnify our directors and officers under such laws.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the issuance and distribution of
the common stock being registered hereby will be borne by Intertech and are
estimated to be as follows:
Registration Fee.............................................. $22.43
Printing Costs................................................ *
Legal Fees and Expenses....................................... *
Accounting Fees and Expenses.................................. *
Blue Sky Fees and Expenses.................................... *
Miscellaneous................................................. *
Total......................................................... *
----------
* TO BE SUPPLIED BY AMENDMENT
ITEM 26. RECENT SALES OF UNREGISTERED COMMON STOCK
At our inception, we issued 4,000,000 shares of our common stock to Hershey
Moss, our founder for $ 12,300 . From our inception through August 1, 2000, we
sold the common stock listed below in reliance upon exemptions from registration
pursuant to Section 4(2) of the Common stock Act of 1933 and under Rule 506 of
Regulation D thereunder. The common stock was offered to persons having a prior
relationship with our founder, Hershey Moss. No brokers were used for this
offering.
II-1
<PAGE>
CLASS OF COMMON AMOUNT OF COMMON CONSIDERATION
STOCKHOLDER STOCK STOCK SOLD RECEIVED
----------- ----- ---------- --------
Aal, Alex Common Stock 20,000 $7,500
Berger, Richard Common Stock 20,000 $7,500
Cooper, William Common Stock 20,000 $7,500
Forman, Alexis Common Stock 3,000 $1,125
Forman, Sarah Common Stock 3,000 $1,125
Forman, Sidney Common Stock 3,000 $1,125
Gerber, Sol Common Stock 20,000 $7,500
Kahn, Seymour Common Stock 20,000 $7,500
Kalhorn, Simone Common Stock 20,000 $7,500
Moss, Michael Common Stock 20,000 $7,500
Mueller, Elavian and Jean Common Stock 20,000 $7,500
Olsen, John & Barbara Common Stock 5,000 $1875
Paciello, Edmund &
Lilianne Deraney Common Stock 3,000 $1,125
Sandler, Bradley & Lillian Common Stock 3,000 $1,125
Sandler, Lillian Common Stock 20,000 $7,500
Sandler, Scott Common Stock 3,000 $1,125
Shriber, Larry & Laurie Common Stock 20,000 $7,500
Shriber, Joshua Common Stock 20,000 $7,500
Wilkins, Janet Common Stock 3,000 $1,125
Wilkins, Robert Common Stock 3,000 $1,125
EXHIBITS
EXHIBIT NUMBER EXHIBIT DESCRIPTION
-------------- -------------------
3.1 Certificate of Incorporation
3.2 Bylaws
4 Form of Share Certificate
5 Legal Opinion
23 Consent of Experts
27 Financial Data Schedule
UNDERTAKINGS
We undertake to
(1) File, during any period in which it offers or sells common stock, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
II-2
<PAGE>
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of common stock offered (if the total dollar
value of common stock offered would not exceed that which was
registered) any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) Include any additional or changed material information on the plan
of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the common
stock offered, and the offering of the common stock at that time to be the
initial bona fide offering.
(3) File a post-effective amendment to remove from registration any of the
common stock that remain unsold at the end of the offering.
(4) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the small business issuer pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the Act, and is therefore, unenforceable.
II-3
<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 of filing on Form SB-2 and has authorized this .
Registration Statement to be signed on its behalf by the undersigned, Town &
Country, Missouri, on the 15th day of August, 2000.
INTERTECH CORPORATION
By: /s/ Hershey Moss
------------------------------------
Hershey Moss,
President and Chief Financial Officer
In accordance with the requirements of the Securities Act of 1933, this
registration statement on Form SB-2 was signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Hershey Moss Director August 15, 2000
----------------------
Hershey Moss
II-4
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT DESCRIPTION
-------------- -------------------
3.1 Certificate of Incorporation
3.2 Bylaws
4 Form of Share Certificate
5 Legal Opinion
23 Consent of Experts
27 Financial Data Schedule
