U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
WINCO SPIN-OFF CORPORATION
--------------------------
(Name of small business issuer in its charter)
COLORADO PENDING
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3118 CUMMINGS
GARDEN CITY, KANSAS 67846
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (316) 275-2963
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Securities to be registered under Section 12(b) of the Act: NONE
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Securities registered under Section 12(g) of the Act: COMMON STOCK, NO PAR VALUE
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PART I
THIS FORM 10-SB IS BEING FILED IN CONNECTION WITH THE MERGER OF WINCO
PETROLEUM CORPORATION AND BUSINESS PRODUCTS, INC., DOING BUSINESS AS RUSH
CREEK SOLUTIONS, INC., PURSUANT TO WHICH WINCO WILL TRANSFER ALL OF THE
ASSETS, LIABILITIES AND OTHER OBLIGATIONS OF WINCO TO A NEWLY CREATED,
WHOLLY-OWNED SUBSIDIARY OF WINCO, WINCO SPIN-OFF CORPORATION ("WSC"), IN
CONSIDERATION FOR WSC COMMON STOCK. FOLLOWING THE TRANSFER OF ASSETS,
LIABILITIES AND OTHER OBLIGATIONS OF WINCO TO WSC AND BEFORE CONSUMMATION
OF THE MERGER, WINCO WILL DISTRIBUTE ALL OF THE SHARES OF COMMON STOCK OF
WSC TO ALL THEN-EXISTING WINCO SHAREHOLDERS AS OF THE RECORD DATE OF THE
SPECIAL MEETING BEING HELD IN CONNECTION WITH THE APPROVAL OF THE MERGER BY
WINCO SHAREHOLDERS. THEN-EXISTING HOLDERS OF WINCO COMMON STOCK WILL
RECEIVE ONE SHARE OF WSC COMMON STOCK FOR EVERY ONE SHARE OF WINCO COMMON
STOCK THEY HOLD. WINCO SHAREHOLDERS WILL NOT BE REQUIRED EITHER TO PAY
ANYTHING FOR THE WSC SHARES OR TO SURRENDER ANY OF THEIR WINCO SHARES. THE
WSC SHARES WILL BE DISTRIBUTED TO WINCO SHAREHOLDERS UPON THE EFFECTIVENESS
OF THIS FORM 10-SB REGISTRATION STATEMENT.
IN THIS REGISTRATION STATEMENT THE TERMS "WINCO SPIN-OFF," "WSC,"
"COMPANY," "WE," "US" AND "OUR" REFER TO WINCO SPIN-OFF CORPORATION. WE
REFER TO OUR NO PAR VALUE COMMON STOCK AS COMMON STOCK. THIS REGISTRATION
STATEMENT INCORPORATES INFORMATION BY REFERENCE TO THE PRELIMINARY PROXY
STATEMENT FILED BY WINCO PETROLEUM CORPORATION WITH THE SECURITIES AND
EXCHANGE COMMISSION ON OCTOBER 17, 2000. THE INFORMATION INCORPORATED BY
REFERENCE, AS DESCRIBED IN THE PROXY STATEMENT, CONCERNING THE FORMER
BUSINESS OF WINCO PRIOR TO THE MERGER NOW APPLIES EQUALLY TO THE BUSINESS
OF WSC, IN LIGHT OF THE FACT THAT WSC ASSUMED ALL OF THE ASSETS, LIABILITIES
AND OTHER OBLIGATIONS OF WINCO PURSUANT TO THE TERMS OF THE MERGER AND
RELATED AGREEMENTS.
FORWARD-LOOKING STATEMENTS
This registration statement and the items incorporated by reference
contain certain forward-looking statements and information relating to WSC
that is based on the beliefs of WSC's management, as well as assumptions
made by and information currently available to management. Such forward-
looking statements are principally contained in and include, without
limitation, WSC's possible or assumed future results from operations. In
addition, in portions of the registration statement and incorporated items,
the words "anticipate," "believes," "estimates," "expects," "plans,"
"intends," and similar expressions, as they relate to WSC or its
management, are intended to specifically identify forward-looking
statements. Such statements reflect the current views of WSC with respect
to future events and are subject to certain risks, uncertainties, and
assumptions, including the risk factors incorporated by reference. In
addition to factors described elsewhere in this registration statement and
incorporated by reference, WSC specifically cautions that risk factors
could cause actual results to differ materially from those expressed in any
forward-looking statement. Should one or more of these risks or
uncertainties materialize, or should any underlying assumptions prove
incorrect, actual results may vary materially from those described herein
as anticipated, believed, estimated or expected. WSC does not intend to
update these forward-looking statements.
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ITEM 1. DESCRIPTION OF BUSINESS.
The information required by this item is contained under the sections
"Summary - The Companies," "Risk Factors - Risks Relating to WSC's
Business," "Proposal Two - The Winco Spin-Off and Distribution," "Business
of Winco and WSC," "Winco Management's Discussion and Analysis of Financial
Condition and Results of Operations," and "Management of WSC Following the
Merger" and in the Winco Financial Statements of the Winco Petroleum
Corporation Preliminary Proxy Statement filed October 17, 2000, included
herewith as Exhibit No. 2 ("Proxy Statement") and such sections are
incorporated herein by reference.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
The information required by this item is contained under the section
"Winco Management's Discussion and Analysis of Financial Condition and
Results of Operations" of the Proxy Statement and such section is
incorporated herein by reference.
The Management's Discussion and Analysis section incorporated herein
by reference contains forward-looking statements. In some cases, you can
identify forward-looking statements by terminology such as "may," "will,"
"should," "could," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "intends," "potential" or "continue" or the
negative of such terms or other comparable terminology. These statements
are only predictions. In evaluating these statements, you should
specifically consider various factors, including the risks outlined within.
These factors may cause our actual results to differ materially from any
forward-looking statement.
Although we believe that the expectations reflected in the forward-
looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Moreover, neither we nor
any other person assume responsibility for the accuracy and completeness of
such statements. We are under no duty to update any of the forward-looking
statements after the date of this registration statement.
ITEM 3. DESCRIPTION OF PROPERTY.
The information required by this item is contained under the sections
"Business of Winco and WSC - General; Operations; Oil and Gas Reserves;
Producing Wells and Development Acreage; Principal Properties; Customers
and Markets; Title to Properties; Related Party Transactions; and Offices"
of the Proxy Statement and such sections are incorporated herein by reference.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by this item is contained under the section
"Security Ownership of Certain Beneficial Owners and Management of Winco
and WSC" of the Proxy Statement and such section is incorporated herein by
reference.
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ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The information required by this item is contained under the section
"Management of WSC Following the Merger" of the Proxy Statement and such
section is incorporated herein by reference.
ITEM 6. EXECUTIVE COMPENSATION.
The information required by this item is contained under the sections
"Management of WSC Following the Merger - WSC Executive Compensation; WSC
Director Compensation; and Stock Options" of the Proxy Statement and such
sections are incorporated herein by reference.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by this item is contained under the sections
"Proposal Two - The Merger; The Winco Spin-Off and Distribution; and The
Merger Agreement" and "Business of Winco and WSC - Related Party
Transactions" of the Proxy Statement and such sections are incorporated
herein by reference.
ITEM 8. DESCRIPTION OF SECURITIES.
The information required by this item is contained under the section
"Description of Winco Capital Stock - WSC Common Stock" of the Proxy
Statement and such section is incorporated herein by reference.
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PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
EQUITY AND OTHER SHAREHOLDER MATTERS
The information required by this item is contained under the sections
"Summary - Winco Spin-Off Corporation; and Market Price and Dividend
Information" and "Description of Winco Capital Stock - WSC Common Stock" of
the Proxy Statement and such sections are incorporated herein by reference.
There is currently no public trading market in the WSC common stock and
none is anticipated to develop in the future. Following the distribution
of the WSC shares to then-existing Winco shareholders, there will be
approximately 2,440 holders of record of WSC common stock.
ITEM 2. LEGAL PROCEEDINGS
The information required by this item is contained under the section
"Business of Winco and WSC - Legal Proceedings" of the Proxy Statement and
such section is incorporated herein by reference.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
We will utilize the accounting services of Allen, Gibbs & Houlik,
L.C., the certifying public accountant for Winco Petroleum Corporation, our
parent company.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
None.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Articles of Incorporation provide that we will indemnify our directors
to the full extent permitted by law.
Section 7-108-402 of the Colorado Business Corporation Act (the "Act")
provides, generally, that the articles of incorporation of a Colorado
corporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director; except that any such
provision may 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 shareholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) acts specified in Section 7-108-403
(concerning unlawful distributions), or (iv) any transaction from which a
director directly or indirectly derived an improper personal benefit. Such
provision may not eliminate or limit the liability of a director for any act
or ommission occurring prior to the date on which such provision becomes
effective.
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Section 7-109-103 of the Act provides that a Colorado corporation must
indemnify a person (i) who is or was a director of the corporation or an
individual who, while serving as a director of the corporation, is or was
serving at the corporation's request as a director, officer, partner, trustee,
employee or fiduciary or agent of another corporation or other entity or of
any employee benefit plan (a "Director") or officer of the corporation and (ii)
who was wholly successful, on the merits or otherwise, in defense of any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative and whether formal or informal (a
"Proceeding"), in which he was a party, against reasonable expenses incurred
by him in connection with the Proceeding, unless such indemnity is limited by
the corporation's articles of incorporation.
Section 7-109-102 of the Act provides, generally, that a Colorado
corporation may indemnify a person made a party to a Proceeding because the
person is or was a Director against any obligation incurred with respect to
a Proceeding to pay a judgment, settlement, penalty, fine (including an excise
tax assessed with respect to an employee benefit plan) or reasonable expenses
incurred in the Proceeding if the person conducted himself or herself in
good faith and the person reasonably believed, in the case of conduct in an
official capacity with the corporation, that the person's conduct was in the
corporation's best interests and, in all other cases, his conduct was at
least not opposed to the corporation's best interests and, with respect to
any criminal proceedings, the person had no reasonable cause to believe that
his conduct was unlawful. A corporation may not indemnify a Director in
connection with any Proceeding by or in the right of the corporation in which
the Director was adjudged liable to the corporation or, in connection with any
other Proceeding charging the Director derived an improper personal benefit,
whether or not involving actions in an official capacity, in which
Proceeding the Director was judged liable on the basis that he derived an
improper personal benefit. Any indemnification permitted in connection with
a Proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with such Proceeding.
Under Section 7-109-107 of the Act, unless otherwise provided in the
articles of incorporation, a Colorado corporation may indemnify an officer,
employee, fiduciary, or agent of the corporation to the same extent as a
director and may indemnify such a person who is not a Director to a greater
extent, if not inconsistent with public policy and if provided for by its
bylaws, general or specific action of its board of directors or shareholders,
or contract.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers, or persons
controlling WSC pursuant to the foregoing provisions, WSC has been informed
that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act
of 1933, as amended, and is therefore unenforceable.
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PART F/S
The information required by this item is identified in the "Index to
Financial Statements" on page 86 of the Preliminary Proxy Statement and
such index and financial statements are incorporated herein by reference.
All assets, liabilities and other obligations of Winco Petroleum
Corporation will be transferred to the Registrant in accordance with the
terms of the Form of Agreement and Plan of Reorganization (Winco Spin-off),
attached as Appendix C to the Preliminary Proxy Statement. The financial
statements of Winco will become the financial statements of Winco Spin-off
Corporation upon consummation of the merger and related agreements.
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PART III
ITEMS 1 AND 2. INDEX AND DESCRIPTION TO EXHIBITS
The Exhibits listed below are filed as part of this Registration Statement.
Exhibit
Number Description
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2 Winco Petroleum Corporation Preliminary Proxy Statement and
attached Appendices filed October 17, 2000.
3.1 Form of Articles of Incorporation of Winco Spin-off Corporation
3.2 Form of By-laws of Winco Spin-off Corporation
4.1 Specimen Common Share Certificate
23.1 Consent of Allen, Gibbs & Houlik, L.C.
27 Financial Data Schedule
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
WINCO SPIN-OFF CORPORATION
By: /s/ CECIL O'BRATE
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Cecil O'Brate, President and Chief
Executive Officer
In accordance with the requirements of the Securities Exchange Act of
1933, this registration statement was signed by the following persons in
the capacities and on the dates stated.
Signatures Title Date
---------- ----- ----
/s/ CECIL O'BRATE President, Chief Executive November 16, 2000
---------------------- Officer (Principal Executive
Cecil O'Brate Officer) and Director
/s/ DANIEL L. DALKE Chief Financial Officer November 16, 2000
---------------------- (Principal Financial and
Daniel L. Dalke Accounting Officer) and Director
/s/ G. ALLAN NELSON Director November 16, 2000
----------------------
G. Allan Nelson
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
WINCO SPIN-OFF CORPORATION
--------------------------
(Name of small business issuer in its charter)
Colorado Pending
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3118 CUMMINGS
GARDEN CITY, KS 67846
--------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (316) 275-2963
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EXHIBIT INDEX
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Exhibit Page Number in
No. Document Sequentially Numbered System
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2 Winco Petroleum Corporation Preliminary
Proxy Statement and attached Appendices filed
October 17, 2000.
3.1 Form of Articles of Incorporation of Winco Spin-off Corporation
3.2 Form of By-laws of Winco Spin-off Corporation
4.1 Specimen Common Share Certificate
23.1 Consent of Allen, Gibbs & Houlik, L.C.
27 Financial Data Schedule
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