SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MARITIME TRANSPORT & TECHNOLOGY, INC.
(Exact name of registrant as specified in Its charter)
New York 11-2196303
(State of Incorporation) (I.R.S. Employer
Identification Number)
1535 Memphis Junction Road, Bowling Green, Kentucky 42101.
(Address of Principal Executive Office) (Zip Code)
COMPENSATION AGREEMENT WITH AL SANDER
COMPENSATION AGREEMENT WITH COMPREHENSIVE CAPITAL
(Full title of the plan)
Roger L. Fidler, Esq. 163 South St., Hackensack, NJ 07601
(Name and address of agent for service)
(201) 457-1221
Telephone number, including area code,
of agent for service
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<CAPTION>
Calculation of Registration Fee
<S> <C> <C> <C> <C>
- ---------------------- -------------------- --------------------- --------------------- --------------------
Proposed maximum Proposed maximum
Title of securities offering price per aggregate offering
to be registered Amount to be unit price Amount of
registered registration fee
- ---------------------- -------------------- --------------------- --------------------- --------------------
Common Stock, par 100,000 shares $2.00(1) $200,000.00(1) $58
value $.001
per share
- ---------------------- -------------------- --------------------- --------------------- --------------------
- ---------------------- -------------------- --------------------- --------------------- --------------------
- ---------------------- -------------------- --------------------- --------------------- --------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee on
the basis of, pursuant to Rule 457(g)(2), the price of securities of the same
class included in this registration statement.
<PAGE>
PART I - INFORMATION REQUIRED IN
THE SECTION 10(a) PROSPECTUS
MARITIME TRANSPORT & TECHNOLOGY, INC.
100,000 SHARES OF COMMON STOCK
(PAR VALUE $.001)
----------------
The 100,000 shares of Common Stock, $.001 par value, of Maritime Transport
& Technology, Inc. (the "Company") (collectively, the "Shares") to which this
Prospectus relates will be sold by the Company from time to time, or at any one
time, in negotiated transactions as compensation in lieu of cash pursuant to
Compensation Agreements with or in payment of services previously rendered from
various consultants to the Company. The costs of registering the Shares under
the Securities Act, estimated at $XXX.00, will be paid by the Company. The
Company will not receive any proceeds from the sale of the 100,000 Shares, but
will benefit from the services rendered under the Compensation Agreements.
As of December 24, 1998 the Common Stock is traded through the Over The
Counter Market under the symbol "BSTR." The last reported sales price for the
Common Stock on December 24, 1998 was $2.00 per share.
----------------
THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" FOR A
DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS
AND RECIPIENTS OF THE SHARES OFFERED HEREBY.
----------------
THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE
----------------
The date of this Prospectus is December 24, 1998
<PAGE>
NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING HEREIN CONTAINED, AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL,
OR A SOLICITATION OF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE OR ISSUANCE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE FACTS HEREIN SET FORTH SINCE THE DATE HEREOF.
----------------
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rules and
regulations promulgated thereunder, and, in accordance therewith, files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information may be inspected and copied at prescribed rates at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the following regional
offices of the Commission: 7 World Trade Center, 13th Floor, New York, New York
10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661.
The Company is filing with the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act, as amended, with respect to the securities
offered hereby. This Prospectus does not contain all the information set forth
in the Registration Statement and the exhibits thereto. For further information
regarding the Company and the securities offered hereby, reference is made to
the Registration Statement and to the exhibits filed as a part thereof, which
may be inspected at the offices of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 without charge or copied upon request to the Public
Reference Section of the Commission and payment of the prescribed fee. This
Registration Statement has been filed electronically through the Electronic Data
Gathering Analysis and Retrieval system (EDGAR) and is publicly available
through the Commission's web site (http://www.sec.gov). Statements contained in
this Prospectus as to the contents of any contract or other document referred to
herein are not necessarily complete and in each instance reference is made to
the copy of such contract or other document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The Company's (i) Annual Report on Form 10-KSB for the fiscal year ended
May 31, 1998, (ii) Quarterly Reports on Form 10-Q for the quarters ended August
31, 1998 and February 28, 1998, and (iii) the Current Report on Form 8K, filed
by the Company on December 17, 1998 are incorporated in and made a constituent
part of this Prospectus by reference. All reports and proxy statements filed by
the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this Prospectus and prior to termination
of the offering of the Shares of Common Stock to which the Prospectus relates
shall likewise be deemed incorporated herein and made a constituent part hereof
by reference from the respective dates of filing.
Any statement contained in a document incorporated or deemed to Be
incorporated by reference herein shall be deemed to be modified and superceded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document that is also incorporated herein modifies
or replaces such statement. Any statement so modified or superceded shall not be
deemed, except as so modified or superceded, to constitute a part of this
Prospectus.
UPON WRITTEN OR ORAL REQUEST, THE COMPANY WILL PROVIDE, WITHOUT CHARGE, TO
EACH PERSON WHO RECEIVES A COPY OF THIS PROSPECTUS, A COPY OF ANY OF THE
INFORMATION THAT IS INCORPORATED BY REFERENCE HEREIN. ANY SUCH REQUEST SHOULD BE
MADE TO THE ATTENTION OF PAUL CLARK, PRESIDENT AT MARITIME TRANSPORT &
TECHNOLOGY, INC., 1535 MEMPHIS JUNCTION ROAD, BOWLING GREEN, KENTUCKY 42101,
TELEPHONE NO. (502) 781 - 8453.
<PAGE>
THE COMPANY
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus may contain various "forward-looking statements," within
the meaning of the Securities Act and the Securities Exchange Act of 1934, as
amended, (the "Exchange Act"), that are based on management's beliefs, and
assumptions, as well as information currently available to management. When used
in this document, the words "anticipate," "estimate," "expect," "will" and
similar expressions may identify forward-looking statements. Although the
Company believes that the expectations reflected in any such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to be correct. Any such statements are subject to certain risks,
uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results, performance or financial condition may vary materially from
those anticipated, estimated or expected. Among the key factors that may have a
direct bearing on the Company's results, performance or financial condition are
fluctuations in the economy; the degree and nature of competition; demand for
the Company's products; changes in laws and regulations affecting the Company's
business; and the Company's ability to recruit and retain individuals with the
requisite technological expertise to continue to market, supply, and sell new
products and enhancements to existing products, to expand into new markets, and
other matters described in "Risk Factors" and elsewhere in this Prospectus.
OVERVIEW
THE COMPANY
Maritime Transport & Technology, Inc. (the "Company") was incorporated
under the laws of the State of New York on June 26, 1968 under the name of
"Inter-County Premium Advancing Corp." On May 2, 1976, the Company acquired 100%
(1,300,000 shares) of the issued and outstanding common stock, $.0l par value
per share, of Delhi Chemicals, Inc., a New York corporation, in exchange for an
aggregate of 1,300,000 newly-issued shares of the common stock of the Company.
The foregoing constituted a tax-free exchange within the meaning of Section 368
(A)(1)(B) of the Internal Revenue Code of 1954 as amended. On June 22, 1976,
pursuant to a Certificate of Merger filed with the Secretary of State-of New
York, Delhi Chemicals, Inc. was merged into the Registrant and Registrant
amended its certificate of incorporation so as to change its name to "Delhi
Chemicals, Inc." in January and April of 1981, respectively, pursuant to
shareholder approval granted at a meeting of Registrant's shareholders held on
November 25, 1980, Registrant's certificate of incorporation was amended so as
to change its authorized common stock from 4,000,000 to 6,000,000 shares, and
its name to "Delhi Consolidated Industries, Inc."
From May 1976 until the Fall of 1983, Registrant was engaged in the
furniture refinishing products business as the distributor and franchiser of
"Houck's Process" furniture and metal stripping and refinishing products. In the
Fall of 1983, after experiencing eight (8) successive fiscal quarters in which
operating losses were incurred, Registrant discontinued all active business
operations
On June 22, 1983, Registrant's shareholders approved a one-for-two reverse
split of all of Registrant's issued and outstanding common stock, $.0l par
value, per share, effective July 27, 1983, resulting in there being 4,886,347
shares of Registrant's common stock outstanding after such reverse-split.
Subsequently, Registrant rescinded the issuance of 680,000 Shares for
non-delivery of consideration. Accordingly, there were 9,311,019 shares of
common stock issued and outstanding.
In December, 1987, the Company entered into a reverse merger with Maritime
Transport and Technology, Inc. The Company issued 4,990,000 shares of common
stock to Maritime for the acquisition, as a partial payment of a total
consideration of 11,185,933 shares of common stock and 7,100 shares of preferred
stock. Subsequently, additional shares were issued, primarily in exchange for
the cancellation of debt, bringing the total number of shares issued and
outstanding at that time to 38,985,549.
On May 3, 1998, the Company entered into a reverse merger with B.G. Banking
Equipment, Inc., a privately held Kentucky corporation having its principal
place of business at 1535 Memphis Junction Road, Bowling Green, Kentucky
42101-0531. The surviving corporate name which resulted from this reverse merger
is Maritime Transport & Technology, Inc. This merger had an effective date of
June 1, 1998. In that transaction, the Company purchased all of the outstanding
shares of B.G. Banking Equipment, Inc., in exchange for 11,282,250 shares of the
Company's common stock. The majority shareholders of B.G. Banking Equipment,
Inc., Paul D. Clark and Roberta Clark, each received 5,250,000 shares of the
Company's common stock each, in exchange for 3,500,000 shares of the common
stock of B.G. Banking Equipment, Inc. which they previously held. Prior to this
exchange, the Company had done a ten for one reverse split which had left the
Company with 3,848,455 common shares issued and outstanding. After the
completion of the merger, the Clarks collectively hold 10,500,000 shares of the
Company's common stock out of a total of 15,130,705 common shares issued and
outstanding, or 69% of the Company's total issued and outstanding common stock.
See "Risk Factors."
BUSINESS OF THE COMPANY
The Registrant sells and services automated teller machines (ATMs),
electronic and physical security systems, various products used to equip bank
facilities, software and systems for global financial and commercial markets.
Sales of systems and equipment are made directly to customers by the
registrant's sales personnel and by manufacturer's representatives and
distributors. The sales/support organization works closely with customers and
their consultants to analyze and fulfill the customers' needs. Products are sold
under contract for future delivery at agreed upon prices.
INDUSTRY
In the past several years, acquisitions and mergers in the banking industry
have resulted in many large bank holding companies. Manufacturers and service
companies have not kept pace with the new larger banks. Geographic spread of
branches has created servicing problems. Many banks are unable to find and
purchase equipment needed for their day to day banking needs. Part of the reason
for this is the fact that the large banks have hired away most of the
experienced buyers, and the smaller banks are now faced with less experienced
staff, lower amounts of funds available for purchases in comparison to the
larger banks, and limited geographical access to suppliers. Even though there
are smaller service companies in almost every area, they still cannot provide
service to many of these small banks because of the lack of available parts. The
result is a large number of "home town" or limited branch banks which are unable
to keep pace with the larger banks in terms of their access to and acquisition
of much of the equipment needed to manage the bank - bank equipment such as
vault doors, safes, driveup equipment and ATM's.
THE SERVICE
Because the Company handles pre-owned equipment, it has been able to sell
many parts desired by banks. The Company is now in the process of cataloging all
parts and equipment. The Company thus has specialized equipment that does not
age, such as vault doors, safes, and deposit boxes. Most of this equipment costs
more to manufacture than the price for which the Company can sell it. The larger
banks are now outsourcing to facilities maintenance groups. The Company has
become an outsource resource, including new equipment, pre-owned equipment and
replacement parts, and maintenance personnel. The Company views its market as
the smaller banks, and intends to act as an outsource operation for these banks,
supplying them with the know how, sources, and technical expertise needed to
acquire and maintain the equipment necessary to run a bank in this day and age.
Because the Company uses pre-owned equipment, it is able to do this at a very
competitive price.
THE COMPETITION
The Company knows of several other entities presently competing for the
same market. Many of these Companies have greater capital resources, larger
staffs and more sophisticated facilities and more experience in the industry
than the Company. Such companies may more effectively service clients than the
Company and may be more successful than the Company in their servicing and
marketing of the Company's products. There can be no assurance that other
companies will not enter the markets developed by the Company or its customers.
There can be no assurance that the Company will be able to compete successfully
in the future with existing or new competitors.
FACILITIES
The Company presently occupies 24,000 square feet of office and warehouse
space located at Building 1535 Memphis Junction Road, Bowling Green, Kentucky
42101 for a monthly rent of $5,000 pursuant to a lease dated August 1, 1998 for
three years. This space is rented to the Company by Paul Clark, President of the
Company.
EMPLOYEES
Currently, the Company employs 19 full time employees, Paul Clark as
President, Roberta Clark as corporate secretary and vice president. Two persons
are employed in sales, four persons are employed in office/clerical capacities,
as well as one bookkeeper and one secretary. In addition there are six
installation personnel and three persons in service.
<TABLE>
<CAPTION>
MANAGEMENT
The officers and directors of the Company are as follows:
Name Age Position
<S> <C> <C>
Paul Clark 55 President, Director, and Chief Executive
Officer
Roberta Clark 54 Vice President, Secretary, and Director
Albert Blankenship 65 Chief Financial Officer
Andrew Seim 30 Vice President
Alexander C. Brosda 29 Vice President
</TABLE>
PAUL CLARK
Mr. Clark is the founder of B.G. Banking Equipment, Inc. (Formerly AAA
Alarms and Services, Inc., March 1977) He is also the President and CEO of
Financial Building Equipment Exchange, Inc. He has worked in a variety of
management and sales positions in the electronic security and banking equipment
industries as well as the U.S. Navy. His education and training were from
several technical schools including an Industrial Electronics degree received in
1970. Mr. Clark also received medical electronics specialist training as an
interior communication electrician with the United States Naval Submarine
Service. Mr. Clark also attends specialized educational courses annually to stay
current in the field of security.
ROBERTA CLARK
Ms. Clark has been a director, the secretary and Vice President of the
Company since May, 1998. From 1977 to 1998, Ms. Clark served in similar
positions at AAA Alarms. She attended Colorado State University in Fort Collins,
Colorado. In 1962 she received a B.A. in Art and in 1966 a Masters Degree in
Art.
ALBERT E. BLAKENSHIP
Mr. Blakenship is and has been since at least 1990 a practicing accountant.
He has extensive financial experience in a variety of industries, with both
publicaly and privately held corporations. He also managed financial and tax
affairs for a variety of corporate clients. Mr. Blakenship received his B.S. in
Business Administration from Bowling Green (KY) College of Commerce, and is a
retired U.S. Army officer. He holds certificate #871 for state board of
accountancy effective 2-14-62.
ANDREW SEIM
Mr. Seim has been for over 5 years an investment and money market manager
with Taurus International Investments, Inc. of Bradonton, FL. Mr. Seim has over
eight years experience in the financial services industry. He is a well known
expert in setting up offshore funds, trusts and asset protection, and he has
assisted many entrepreneurs finance their businesses. He sits on a number of
corporate boards and is the President and Founder of the International
Association for Sales and Marketing Corp., a service company for offshore
corporations. He is CEO of A.B.A. Enterprises, Inc., a service company for world
wide legal services and investments. He is also President of Taurus
International Investments, Inc., an investment house based in Bradenton, FL, and
past President of the International Association for Sales and Production (real
estate division) in Bad Harzburg, Germany. He sits on the Boards of Directors of
a number of companies in the United States and Europe. Mr. Seim received his
Master's Degree in business and economics from Berufsbildende and Handelsschule
Anckelmannstrasse in Hamburg, Germany.
ALEXANDER C. BROSDA
Mr. Brosda has been for at least the past five years an investment and
money market manager with Taurus International Investments, Inc. His expertise
lies in the identification and development of new and small companies which show
significant growth potential, the training and direction of sales forces, and
the development of marketing and sales strategies. He also specializes in the
acquisition and investment of growth capital, and has a successful track record
in this area. Mr. Brosda is Chairman of the Board and CEO of Taurus
International Investments, Inc., Chairman of the Board and CEO of the Stamford
Financial Theatrical Fund, Inc., President of the Stamford Institute for
Research, Consulting and International Communication, Inc., and President of
A.B.A. Enterprises, Inc. Mr. Brosda is also a member of the Boards of Directors
of several European and U.S. Corporations, and is the recipient of numerous
business and social service awards.
RISK FACTORS
An investment in the shares of Common Stock offered hereby involves a high
degree of risk and immediate and substantial dilution and should be made only by
persons who can afford a loss of their entire investment. In addition to the
other information in this Prospectus, the following risk factors should be
considered carefully in evaluating an investment in the shares of Common Stock
offered hereby.
Reliance Upon Management
The Company and its operations are dependent on its current officers and
directors, particularly Paul Clark, and Roberta Clark- the CEO & President, and
Vice President, respectively, of the Company. In the event any of these people
were unavailable it would have a material adverse affect on the Company's
operations.
The Company has not obtained "key man" insurance policies on any of its
Officers. The expansion of the Company's business will be largely contingent on
its ability to attract and retain a highly qualified management and technical
team. There is no assurance that Company can find suitable management personnel
or will have the financial resources to attract or retain such people if found.
Arbitrary Offering Price
The initial offering price of the Shares has arbitrarily been determined by
the Company. There is no relationship to the book value of the Company or any
other recognized criteria of value.
Broker-Dealer Sales of Common Stock, Penny Stock Rules
As the Company's securities will not be listed on NASDAQ (and the Company
will not qualify for NASDAQ) or certain other national securities exchanges, it
is most likely that any resales of such securities will be below $5.00 and
subject to the requirements of the penny stock rules absent the availability of
another exemption. The SEC has adopted rules (Rules 15g-2 through l5g-6 of the
Securities Exchange Act of 1934) that regulate broker-dealer practices in
connection with transactions in "penny stocks". Penny stocks generally are any
non-NASDAQ equity securities with a price of less than $5.00, subject to certain
exceptions. The penny stock rules require a broker-dealer to deliver a
standardized risk disclosure document prepared by the SEC, to provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction,
monthly account statements showing the market value of each penny stock held in
the customers account, to make a special written determination that the penny
stock is a suitable investment for the purchaser and receive the purchaser's
written agreement to the transaction. These disclosure requirements may have the
effect of reducing the level of trading activity, if any, in the secondary
market for a stock that becomes subject to the penny stock rules. As the
Company's securities will be subject to the penny stock rules, investors in this
offering may find it more difficult to sell their securities. If the Company's
securities were subject to the existing or proposed regulations on penny stocks,
the market liquidity for the Company's securities could be severely and
adversely affected by limiting the ability of broker-dealers to sell the
Company's securities and the ability of purchasers in this offering to sell
their securities in any secondary market.
Need for Proceeds of Offering, and Subsequent Funding; No Assurance of
Future Offering
The Company has an immediate need for the proceeds of this offering in
order to finance its business operations and commence Implementation of its
business plans. The Company's ability to continue in business and effectively
implement its plans may depend upon its ability to raise additional funds. There
is no assurance that additional funding, if required, will be obtainable at
terms favorable or acceptable to the Company. The capital resources required to
develop each new product are significant. The Company believes that the net
proceeds of the Offering, combined with cash on hand and cash generated from
future operations, will provide the Company with the financing required to
conduct its business at least through the second fiscal quarter of 1999.
Control by Present Shareholders
The Shares offered hereby will represent a minority (11.7% if all Shares
are sold) of the Company's outstanding voting stock after its issuance.
Therefore, the present shareholders, particularly Paul and Roberta Clark, as
majority shareholders of the Company, will be in a position to continue to elect
all of the Company's officers and directors. There are no cumulative voting
rights.
Lack of Dividends
The Company has not paid any cash dividends since its inception and doesn't
intend to pay dividends in the foreseeable future. The Company intends to retain
all earnings, if any, for use in its business operations.
Possible Rule 144 Shares
A large minority of the shares of Common Stock presently outstanding ( over
10,00,00 shares, or 69%) are considered "restricted securities". If and only if,
a public market develops, they may be publicly resold in compliance with Rule
144 adopted under the Securities Act of 1933, as amended effective April, 1997.
Rule 144 provides, in part, that after holding restricted securities for a
period of one (1) year non-affiliated shareholders (affiliates include officers,
directors, and ten percent or greater shareholders) may , during any three
months, in a brokerage transaction, or to a market maker, an amount equal to the
greater of one percent (1%) of the Company's outstanding Common Stock, or the
average weekly trading volume, if any, in the Common Stock during four calendar
weeks preceding the filing of a Form 144 relating to such sale. After two (2)
years non-affiliated shareholders (who have been non-affiliates for at least
three months) may sell an unlimited amount of the Company's outstanding Common
Stock. Rule 144 also provides that after holding restricted securities for a
period of two (2) years, affiliates of the company may sell every third month in
a brokerage transaction, or to a market maker, an amount equal to the greater of
one percent (1%) of the Company's outstanding Common Stock, or the average
weekly trading volume, if any, in the Common Stock during four calendar weeks
preceding the filing of a Form 144 relating to such sale. Such sales, if made
under certain circumstances, would depress the market price and render difficult
the sale of the Company's securities purchased hereunder. The outstanding shares
will be eligible for sale pursuant to Rule 144 in June 2001.
Use of Proceeds Not Specified
A portion of the funds of this offering, is generally allocated to working
capital (over 40% if the maximum is sold). Use of the proceeds in this manner
will be dependent upon the Company's needs. Hence, investors will entrust their
funds to management on whose judgment the investors must depend, with only
limited information about the specific purposes to which management will apply
such funds. See "Use of Proceeds".
Dependence on Key Personnel
The Company will be dependent on its current management for the foreseeable
future. The loss of the services of any member of these teams could have a
material adverse effect on the operations and prospects of the Company. The
Company's success will be dependent to a substantial degree on the principals of
the Company, the Company's technicians and sales force, and other key management
personnel. Paul Clark's continued involvement is particularly critical to the
Company. At this time, the Company has only one employment agreement - the
agreement with Mr. Clark, the Company's President and CEO. It is anticipated
that upon completion of this offering, the Company may enter into such
employment agreements with certain of its employees, on terms and conditions
usual and customary for its industry. The Company does not currently have any
"key man" life insurance on any of its employees, however, it is contemplated
that the Company may use some of the proceeds from this Offering to obtain such
insurance for certain of its key employees.
Competition
The Company is aware of several companies with competing products and
technologies who seem to have superior financial and other strengths than the
Company. There is no assurance that there are not other competitors of which the
Company is unaware. There is no assurance the Company will be able to compete
successfully with such other companies. There can be no assurances that similar
products and services to that of the Company developed by the Company's
competitors will not successfully compete with the Company in price and quality
of Service, resulting in material adverse effects on the future business of the
Company.
Broad Discretion in Application of Proceeds
The Use of Proceeds stated in this Memorandum represent the Company's
estimates based on its current business plan. A substantial percentage of the
proceeds will be used for repayment of indebtedness , marketing and inventory,
Accordingly, management of the Company will have broad discretion in the
application of such proceeds. See "Use of Proceeds,"
Changes in Law.
Although the Company does not believe that either its services or the
products are or will be subject to specific governmental regulation, new laws
may be passed or new regulations may be adopted that impose regulations not now
existing. If new or revised laws or regulations become applicable, this could
adversely affect the Company's performance.
Dependence on Market Acceptance of the Company's Services
The Company will concentrate its efforts primarily on the marketing of its
services and products. The future performance of the Company is dependent on the
success of the Company's marketing of its products and services. It is not
possible to predict whether the Company will achieve market acceptance of its
services and products. The extent of, and rate at which, market acceptance and
penetration is achieved by the Company's products is a function of many
variables, including price, efficiency, acceptance by the marketplace,
manufacturing capabilities (including quality control), and the effectiveness of
the Company's marketing and sales efforts.
Indemnification
The Company's By-Laws include provisions that indemnify any person made a
Party to any action, suit or proceeding, by reason of the fact that he is or was
a director, officer or employee of the Company against reasonable expense
including legal fees, actually or necessarily incurred by him in connection with
the defense of such action, suit or proceedings or in connection with any appeal
therein, that such officer, director, or employee is liable for negligence or
misconduct in the performance of his duties.
Patent Infringement Liability; Products Liability; Possibility of
Insufficient Insurance Coverage.
If the Company is found liable for a patent infringement or intellectual
property claim that exceeds the sum of any covering insurance policies to be
purchased with the proceeds of this offering, if any, the Company will have to
absorb the excess liability, which will adversely affect the Company's financial
condition.
The Company believes that its products and technologies are safe for the
environment and for people. It is possible that future developments will reveal
product risks not currently known. The Company expects to provide a product to
be used in public places which encounter hundreds of thousands of people daily.
The product will be used, in some instances, to access customer funds, and in
many cases may access all the funds and financial accounts that a person may
have. If the products do not perform as expected, the Company could experience
significant liability for personal injury and or other financial damage. This
type of liability could seriously impair the Company's financial condition.
The Company does has $2,000,000 of product liability insurance. There is no
assurance the coverage would be adequate for its present needs, and there is no
assurance that the Company would be able to maintain a larger policy of such
insurance; or that coverage would be sufficient or available to cover all
possible product liabilities. In the event of a successful suit against the
Company, lack or insufficiency of insurance coverage could have a Material
adverse effect on the Company.
USE OF PROCEEDS
The Company will only receive nominal proceeds from the sale of the 100,000
of the Shares to be registered under this registration Statement ($100) but
will benefit from the services rendered under the Compensation Agreements. The
Company anticipates that it will use such gross proceeds for general corporate
and working capital purposes.
PLAN OF DISTRIBUTION
As soon as reasonably practicable, after the filing of this Registration
Statement, the Shares to which this Prospectus relates will be issued by the
Company from time to time, or at any one time, as compensation pursuant to
negotiated Compensation Agreements the following consultants ("Consultants") to
the Company and in the following amounts.
CONSULTANT AMOUNT OF SHARES
Al Sanders 90,000
Comprehensive Capital 10,000
All 100,000 Of the Shares will be issued at $0.01 per share in lieu of cash
compensation for services rendered and to be rendered, at a purchase price of
$0.01 per share and for which the Company will receive aggregate gross proceeds
of $100. Upon issuance, all Shares will be duly authorized, validly issued,
fully paid and non-assessable. All Shares are not subject to the provisions of
the Employee Retirement Income Security Act of 1974 and shall not have any
restrictions on resale. See also Item 4, Description of Securities.
Item 1. Plan Information.
Item 2. Registrant Information and Employee Plan Annual Information.
<PAGE>
PART II - INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by the Registrant with the
Securities and Exchange Commission (File No. 0-8880) pursuant to Section 13(a)
of the Securities Exchange Act of 1934 (the "1934 Act") are incorporated herein
by reference:
(a) The Registrant's Annual Report on Form 10-KSB for the
fiscal year ended May 31, 1998;
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarter
ended February 28, 1998 and August 31, 1998 and the Registrant's Current Report
on Form 8K, filed by the Registrant on December 18, 1998; and
(c) See Item 4, Description of Securities below.
All documents filed subsequent to the date of this Registration Statement
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.
Item 4. Description of Securities.
The Common Stock of the Registrant is registered under Section 12(g) of the
Exchange Act.
All of the 100,000 shares of Common Stock, par value $.001 per share (the
"Common Stock"), offered hereby are being offered by Maritime Transport &
Technology, Inc. (the "Registrant"). As of December 24, 1998, the Common Stock
is traded through the Over The Counter Market under the symbol "BSTR" The last
reported sales price for the Common Stock on December 16, 1998 was $3.50 per
share.
The Registrant is authorized to issue 80,000,000 shares of which 80,000,000
shares are common stock with a par value of $.001 per share. As of the date
hereof, the Registrant had 15,130,75 shares of Common Stock outstanding. Holders
of Common Stock are entitled to one vote for each share held of record on each
matter submitted to a vote of stockholders. There is no cumulative voting for
election of directors. Subject to the prior rights of any series of Preferred
Stock which may from time to time be outstanding, if any, holders of Common
Stock are entitled to receive dividends when, as, and if declared by the Board
of Directors out of funds legally available therefor and, upon the liquidation,
dissolution or winding up of the Registrant, are entitled to share ratably in
all assets remaining after payment of liabilities and payment of accrued
dividends and liquidation preferences on the Preferred Stock, if any. Holders of
Common Stock have no preemptive rights and have no rights to convert their
Common Stock into any other securities. All outstanding shares of Common Stock
are, and the shares of Common Stock offered hereby upon issuance, will be, duly
authorized, validly issued, fully paid and non-assessable.
The Registrant's Restated Certificate of Incorporation authorizes the
issuance of Preferred Stock with such designations, rights and preferences as
may be determined from time to time by the Board of Directors. Accordingly, the
Board is empowered, without stockholder approval, to issue Preferred Stock with
dividend, liquidation, conversion, voting or other rights which could adversely
affect the relative voting power or other rights of the holders of the
Registrant's Common Stock. In the event of issuance, the Preferred Stock could
be used, under certain circumstances, as a method of discouraging, delaying or
preventing a change in control of the Registrant. Although the Registrant has no
present intention to issue any shares of Preferred Stock, there can be no
assurance that the Registrant will not do so in the future. If the Registrant
issues shares of Preferred Stock, the issuance may have a dilutive effect upon
the holders of the Registrant's Common Stock, including the purchasers of the
shares being offered hereby.
Item 5. Interests of Named Experts and Counsel.
Roger L. Fidler, Esq., has passed upon the legality under the law of
Delaware, the state in which the Company is incorporated, of the Common Stock of
the Company being offered hereby. Mr. Fidler does not hold any of the
Company's stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a
corporation, under certain circumstances, to indemnify its directors and
officers (including reimbursement for expenses incurred). The registrant has
provided for indemnification to the extent permitted by the provisions of the
Delaware statute in its charter and by-laws. See Item 9, "Undertakings."
Item 7. Exemption from Registration Claimed.
Not Applicable.Item
8. Exhibits.
NUMBER DESCRIPTION
4.01 Articles Of Incorporation**
4.02 Certificate Of Amendment To The Articles Of Incorporation**
4.03 By laws**
5.01 Opinion of Roger L. Fidler, Esq. counsel to the registrant, as
to the legality of the common stock being offered.*
15.01 Letter Re Unaudited Interim Financial Information*
24.01 Consents Of Experts And Counsel**
99.01 Compensation Agreement with Comprehensive Capital*
99.01 Compensation Agreement with Al Sanders*
* Filed herewith.
** Incorporated by reference to Exhibit 3.X to Registrant's Annual Report
on Form 10-KSB for the years ended May 31, 1996, 1997, and 1998.
Item 9. Undertakings
The undersigned registrant hereby undertakes: (1) To file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement: (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 or 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; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference 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 which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for 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 under Item 6 above, or
otherwise, the registrant has 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. In the event that a claim
for indemnification against such liabilities (other than the payment 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 Act and will
be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Bowling Green, State of Kentucky, on December
16, 1998.
MARITIME TRANSPORT & TECHNOLOGY, INC.
By: /s/Paul Clark
Paul Clark
President, Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
By: /s/Paul Clark By: /s/Roberta Clark
Paul Clark, President Roberta Clark , Secretary
December 16, 1998 December 16, 1998
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefits plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hackensack, State of New
Jersey, on December 16, 1998.
By: /s/Paul Clark
Paul Clark, President
<PAGE>
Exhibit 5.01
December 16, 1998
Maritime Transport & Technology, Inc.
400 Grove St.
Glen Rock, NJ 07452
Gentlemen:
I have acted as counsel to Maritime Transport & Technology, Inc. (the
"Registrant") in connection with its Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission relating to 100,000 shares of Common Stock, par value $.001 per
share, of the Registrant(the "Shares"), subject to the Compensation Agreements
with Comprehensive Capital and Al Sanders.
In connection with the foregoing, I have examined, among other things, the
Registration Statement and originals or copies, satisfactory to me, of all such
corporate records and of all such agreements, certificates and other documents
as I have deemed relevant and necessary as a basis for the opinion hereinafter
expressed. In such examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals and
the conformity with the original documents of documents submitted to me as
copies. As to any facts material to such opinion, I have, to the extent that
relevant facts were not independently established by me, relied on certificates
of public officials and certificates, oaths, representations and declarations of
officers or other representatives of the Registrant.
Based upon and subject to the foregoing, I am of the opinion that the
Shares to be issued in payment of compensation under such Compensation
Agreements will be, when issued, validly issued, fully paid and non-assessable.
I hereby consent to the filing of a copy of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Roger L. Fidler
Roger L. Fidler, Esq.
<PAGE>
Exhibit 15.01
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
I hereby consent to the incorporation by reference into the Registration
Statement on Form S-8 of my report dated May 31, 1998 with respect to the
consolidated financial statements of Maritime Transport & Technology, Inc.
included in the Annual Report (Form 10-KSB) for the year ended May 31, 1998.
/S/Thomas P. Monahan
Thomas P. Monahan, C.P.A.
Hackensack, New Jersey
December 16, 1998
<PAGE>
EXHIBIT 99.01
CONSULTING AGREEMENT
This Agreement is entered into this __15th_ day of December, 1998, by and
between Maritime Transport & Technology, Inc., a Bulletin Board listed
corporation (BSTR)(hereinafter referred to as Client, Corporation or the
Company), having its principal place of business at 1535 Memphis Junction Road,
Bowling Green, KY, 42101 and Comprehensive Capital Corporation of 16 Stewart
Ave., Suite 405, Westbury, NY 11590 (hereinafter referred to as Consultant).
WHEREAS, Client desires to retain Consultant to advise Client with respect
to certain financial, management and public relations matters; and,
WHEREAS, Consultant wishes to render such consulting services for Client;
IT IS NOW THEREFORE AGREED that Client hereby employs Consultant to consult
with respect to financial, management and public relations matters, explicitly
unrelated to cash raising activities, on the terms and conditions set forth
hereinafter, in consideration of which ten dollars has been paid in hand, and
other good and valuable consideration has been exchanged, the receipt and
sufficiency of which is hereby acknowledged, to wit:
1. Duties of Consultant. Consultant shall use his best efforts and such
time as Consultant and Client shall deem to be necessary and/or advisable to
advise the Company on financial, management and public relations matters as
requested by the Client. The Company acknowledges that Consultant is not
required by this Agreement to restrict his services only to the Company and it
is further specified that these services are unrelated, and will remain
unrelated, to cash raising activities.
2. Compensation. Upon acceptance of this Agreement, Consultant shall be
compensated as follows:
Consultant shall participate in the Company's Employee Stock Option
Program. Pursuant to this program Consultant shall receive options to purchase
10,000 shares at a price of $0.01 per share. These shares will be issued on
December 15, 1998 and shall be deemed earned when issued and received by
Consultant. These shares so issued shall be registered on Form S-8 as soon after
the execution of this agreement as is feasible.
3. Term and Termination. This Agreement shall be in effect for six months
at the end of which term it shall terminate.
In the event that a prior termination is desired by either party, notice in
writing must be provided thirty days before the date of desired termination
which shall be the end of the month following receipt of said written notice.
4. Miscellaneous. This Agreement shall be construed under the laws of the
State of New Jersey and any dispute arising from this Agreement shall be
resolved by binding arbitration under the then prevailing rules of the American
Arbitration Association with the location of the arbitration in Hackensack, New
Jersey. Any award arising therefrom shall be enforceable in any court of
competent jurisdiction. This Agreement is the total agreement of the parties
hereto and shall be binding upon them, their affiliates, heirs, and successors
in interest. This Agreement shall not be amended except by a subsequent
Agreement in writing signed by all parties hereto. In the event that any portion
of this Agreement is found to be unenforceable for any reason, then that part of
the Agreement shall be reduced in the most minimal fashion possible to make it
enforceable or if unenforceable in total, it shall be severed from this
Agreement and the remaining parts of the Agreement shall be enforced. Except as
required by law, this Agreement shall not be disclosed by the parties hereto to
any other person or entity.
IT WITNESS WHEREOF the parties hereto have executed this Agreement on the
date first above written.
MARITIME TRANSPORT COMPREHENSIVE CAPITAL CORP.
& TECHNOLOGY, INC.
BY: /s/Paul Clark____ BY:__/s/ Irving Fisher_________
Paul Clark Irving Fisher
President
EXHIBIT 99.02
CONSULTING AGREEMENT
This Agreement is entered into this 15th day of November, 1998, by and
between Maritime Transport & Technology, Inc., a Bulletin Board listed
corporation (BSTR)(hereinafter referred to as Client, Corporation or the
Company), having its principal place of business at 1535 Memphis Junction Road,
Bowling Green, KY, 42101 and Al Sander of 4902 N. Travelers Palm Lane, Tamarack,
FL 33214 (hereinafter referred to as Consultant).
WHEREAS, Client desires to retain Consultant to advise Client with respect
to certain financial, management and public relations matters; and,
WHEREAS, Consultant wishes to render such consulting services for Client;
IT IS NOW THEREFORE AGREED that Client hereby employs Consultant to consult
with respect to financial, management and public relations matters, explicitly
unrelated to cash raising activities, on the terms and conditions set forth
hereinafter, in consideration of which ten dollars has been paid in hand, and
other good and valuable consideration has been exchanged, the receipt and
sufficiency of which is hereby acknowledged, to wit:
1. Duties of Consultant. Consultant shall use his best efforts and such
time as Consultant and Client shall deem to be necessary and/or advisable to
advise the Company on financial, management and public relations matters as
requested by the Client. The Company acknowledges that Consultant is not
required by this Agreement to restrict his services only to the Company and it
is further specified that these services are unrelated, and will remain
unrelated, to cash raising activities.
2. Compensation. Upon acceptance of this Agreement, Consultant shall be
compensated as follows:
Consultant shall participate in the Company's Employee Stock Option
Program. Pursuant to this program Consultant shall receive options to purchase
90,000 shares at a price of $0.01 per share. These shares will be issued on
December 15, 1998 and shall be deemed earned when issued and received by
Consultant. These shares so issued shall be registered on Form S-8 as soon after
the execution of this agreement as is feasible.
3. Term and Termination. This Agreement shall be in effect for six months
at the end of which term it shall terminate.
In the event that a prior termination is desired by either party, notice in
writing must be provided thirty days before the date of desired termination
which shall be the end of the month following receipt of said written notice.
4. Miscellaneous. This Agreement shall be construed under the laws of the
State of New Jersey and any dispute arising from this Agreement shall be
resolved by binding arbitration under the then prevailing rules of the American
Arbitration Association with the location of the arbitration in Hackensack, New
Jersey. Any award arising therefrom shall be enforceable in any court of
competent jurisdiction. This Agreement is the total agreement of the parties
hereto and shall be binding upon them, their affiliates, heirs, and successors
in interest. This Agreement shall not be amended except by a subsequent
Agreement in writing signed by all parties hereto. In the event that any portion
of this Agreement is found to be unenforceable for any reason, then that part of
the Agreement shall be reduced in the most minimal fashion possible to make it
enforceable or if unenforceable in total, it shall be severed from this
Agreement and the remaining parts of the Agreement shall be enforced. Except as
required by law, this Agreement shall not be disclosed by the parties hereto to
any other person or entity.
IT WITNESS WHEREOF the parties hereto have executed this Agreement on the
date first above written.
MARITIME TRANSPORT
& TECHNOLOGY, INC.
BY: _ /s/ Paul Clark___ BY:__/s/ Al Sander_________
Paul Clark Al Sander
President
<PAGE>
