As filed with the Securities and Exchange Commission on ____, 1998
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Canisco Resources, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1799 54-0952207
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification
organization) Code Number)
300 Delaware Avenue, Suite 714
Wilmington, Delaware 19801
(302) 777-5050
(Address, including Zip Code, and Telephone No.
of Registrant's Principal Executive Offices)
Copies to:
Ralph A. Trallo, Carl W. Schneider, Esquire
President, CEO Wolf,Block,SchorrandSolis-Cohen-LLP
Canisco Resources, Inc. 12th Floor, Packard Building
300 Delaware Avenue, 111 South 15th Street
Suite 714 Philadelphia, PA 19102-2678
Wilmington, Delaware 19801 (215) 977-2226
(302) 777-5050 email: [email protected]
(Name, Address, Including
Zip Code, and Telephone No.
of Agent For Service)
Approximate date of commencement of the proposed sale to the
public: From time to time after this Registration Statement
becomes effective.
If the securities registered on this form are being offered in
connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box: ( )
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check
the following box and list the Securities Act registration
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 statement for the same offering. ( )
Calculation of Registration Fee
Title of Proposed
Each Class Proposed Maximum
Of Securities Amount Maximum Aggregate Amount of
To Be To be Offering Price Offering Registration
Registered Registered(1) Per Unit(1)(2) Price(1)(2) Fee
Common Stock,
$0.0025
par value
Preferred
Stock,
$1,00
par value
Warrants to
Purchase
Capital
Stock
Total $15,000,000 $15,000,000 $15,000,000 $4,425
(1) Not specified as to each class of Securities to be registered
pursuant to General Instruction J of Form S-4. In no event will
the aggregate initial offering price of the Securities issued under
their Registration Statement exceed $15,000,000. Securities
registered hereby may be sold separately, together or in units with
other Securities registered hereunder. In addition to any
Securities that may be issued directly under this Registration
Statement, there is being registered hereunder, without payment of
an additional fee, an indeterminate amount of capital stock may be
issuable on the exercise of Warrants or the conversion of
convertible securities. The registration of Securities refereed
to herein shall be deemed applicable only in connection with
transactions in which no exemption from registration is being
relied upon by the Registrant.
(2) Estimated solely for the purpose of computing the
registration fee, pursuant to Rule 457(o) under the Securities Act
of 1933, as amended. The proposed maximum offering price per unit
will be determined from time to time by the Registrant in
connection with the issuance by the Registrant of the Securities
registered hereunder.
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 this Registration Statement shall become effective on
such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation 8K
Form S-4 Item Number and Caption Location in Prospectus
A. INFORMATION ABOUT THE TRANSACTION
1. Forepart of Registration Facing page of Registration
Statement and Outside Statement; Outside Front
Front Cover Page of Cover Page of Prospectus
Prospectus
2. Inside Front and Outside Inside Front Cover Page of
Back Cover Page of Prospectus; Available
Of Prospectus Information;
Incorporation of Certain
Documents By Reference:
Table of Contents
3. Risk Factors, Ratio of The Company; Incorporation
Earnings to Fixed of Certain Documents By
Charges and Other Reference; Plan of
Information Distribution
4. Terms of the Transaction The Company; Plan of
Distribution; Terms of
Securities
5. Pro Forma Financial Not Applicable
Information
6. Material Contracts with Not Applicable
the Company Being
Acquired
7. Additional Information Not Applicable
Required for Reoffering
By Persons and Parties
Deemed to be Underwriters
8. Interests of Named Experts Not Applicable
and Counsel
9. Disclosure of Commission Disclosure of Commission
Position on Position on
Indemnification for Indemnification for
Securities Act Securities Act
Liability Liabilities
B. INFORMATION ABOUT THE REGISTRANT
10. Information With Respect to Not Applicable
S-3 Registrants
11. Incorporation of Certain Not Applicable
Information by Reference
12. Information With Respect to Available Information;
S-2 or S-3 Registrants Incorporation by
Reference to Certain
Documents
13. Incorporation of Certain Incorporation by
Information by Reference Reference of Certain
Documents
14. Information With Respect to Not Applicable
Registrants Other Than S-3
Or S-2 Registrants
C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED
15. Information With Respect to Not Applicable
S-3 Companies
16. Information With Respect to Not Applicable
S-2 or S-3 Companies
17. Information With Respect to Not Applicable
Other than S-3 or S-2
Companies
D. VOTING AND MANAGEMENT INFORMATION
18. Information if Proxies, Not Applicable
Consents Or
Authorizations Are To
Be Solicited
19. Information if Proxies, Not Applicable
Consents Or
Authorizations Are Not
To Be Solicited
Subject to completion, dated _______, 1998
Prospectus $15,000,000
CANISCO RESOURCES, INC.
Common Stock
Preferred Stock
Warrants
Canisco Resources, Inc., a Delaware corporation (the 'Company'),
may offer from time to time shares of its Common Stock, Preferred
Stock, and/or Warrants to purchase its capital stock (Collectively,
'Securities') (i) as the consideration to purchase other companies'
securities or assets in connection with the acquisition, directly
or indirectly, of various businesses, properties or interests
therein by the Company or one or more of its subsidiaries or (ii)
in connection with financing transactions. The terms of such
acquisitions or financings involving issuance of the Securities
will be determined by negotiations between the Company and
stockholders or representatives of the businesses to be acquired or
the entities providing the financing, as the case may be. The
terms of the Securities, other than the Company's Common Sock, to
be issued in such acquisitions or financings will be set forth in a
Supplement to this Prospectus relating to the respective
transactions in which the Securities will be issued.
This offering involves certain risks. See "Risk Factors".
This Prospectus also may be used by persons ("Selling Stockholder")
who receive Securities covered by this Prospectus in transactions
described above and who wish to resell such Securities in
transactions to be registered under the Securities Act of 1933, as
amended (the "Securities Act"). No consideration will be received
by the Company in connection with sales by Selling Stockholders.
Any Selling Stockholders and the terms of the sales of their
Securities will be set forth in a Supplement to this Prospectus.
The Company's Common Stock is traded in the NASDAQ Small Cap Market
under the symbol "CANR". On May 29, 1998, the closing price for
the Common Stock was $3.00 per share.
All expenses of this offering will be paid by the Company.
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 OR ANY SUPPLEMENT HERETO. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 1, 1998.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and, in accordance therewith, files reports and other information
with the Securities and Exchange Commission (the "Commission"),
including proxy statements. Such reports and other information can
be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street N.W., Room 1024,
Washington, D.C. 20549, and at the Commission's regional offices at
Seven World Trade Center, Suite 1300, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material also may be obtained from
the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. Such
material also may be accessed electronically by means of the
Commission's home page on the World Wide Web at http://www.sec.gov.
The Company has filed with the Commission at Registration Statement
on Form S-4 (together with any exhibits, amendments or Supplements
thereto, the "Registration Statement") under the Securities Act
with respect to the Securities offered hereby. This Prospectus
constitutes a part of such Registration Statement. As permitted by
the rules and regulations of the Commission, this Prospectus does
not, and any Prospectus Supplement may not, contain all the
information set forth in the Registration Statement. Statements
contained in this Prospectus, any Prospectus Supplement or in any
document incorporated by reference in this Prospectus or any
Prospectus Supplement as to the contents of any contract or other
document referred to herein or therein are not necessarily
complete, and in each instance where such contract or document has
been filed as an exhibit to the Registration Statement or other
document incorporated by reference, reference is made to the copy
of such contract or other document, each such statement being
qualified in all respects by such reference. The Registration
Statement may be inspected at the Commission's public reference
facilities in Washington, D.C. and copies of all or any part
thereof may be obtained from the Commission upon the payment of
prescribed fees.
TABLE OF CONTENTS
Available Information 6
Incorporation by Reference of Certain Documents 7
Introduction 9
The Company 9
Risk Factors 12
Business Strategy 18
Selected Financial Data 20
Market Price of Company's Common Stock and Related Matters 22
Description of Capital Stock 22
Plan of Distribution and Use of Proceeds 23
Securities and Exchange Commission Policy on Indemnification 23
INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS
This Prospectus incorporates by reference the documents listed
below, copies of which are being delivered herewith to the extent
noted below. Additional copies of these documents are available
upon request directed to Lauralee Snyder, Assistant Secretary, at
the Company's principal executive office, Canisco Resources, Inc.,
300 Delaware Avenue, Suite 714, Wilmington, Delaware 19801;
telephone (302) 777-5050. In order to ensure timely delivery of
the documents, any request should be made at least five business
days prior to the date on which the final investment decision must
be made.
The following documents, filed with the Commission under the
Exchange Act, are hereby incorporated herein by reference as of
their respective dates:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1997;
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended June 30, 1997, September 30, 1997, and December 31, 1997
and the Company's Form 8-K dated April 22, 1998;
(c) The Company's proxy statement dated July 10, 1997, relating
to its 1997 Annual Meeting of Stockholders; and
(d) All documents and reports filed by the Company pursuant to
Sections 13(a), 13(c) or 14 of the Exchange Act after the
date of this Prospectus and prior to termination of the
offering described herein. Such documents and reports shall
be deemed to be incorporated by reference in this Prospectus
and to be part hereof from the date of filing of such
documents or reports, except (1) as to any portion of any
future annual report to the shareholders of the Company or
any proxy or information statement which is not deemed to be
filed under such provisions, or (2) any financial data
schedule included in any document pursuant to Regulation S-K,
Item 601 (c).
NOTE: THE COMPANY WILL NOT REQUEST ACCELERATION OF THE
EFFECTIVENESS OF THIS REGISTRATION STATEMENT PRIOR
TO THE FILING OF THE REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED MARCH 31, 1998.
The Company's annual reports on Form 10-K for the year ended March
31, 1998 and Form 8-K referred to in item (b) above are being
delivered as part of this prospectus.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of the Registration Statement,
this Prospectus and any Prospectus Supplement to the extent that a
statement contained in the Prospectus Supplement, or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference in the Registration Statement or this
Prospectus, modifies or supersedes such statement. Any such
statement so modified or superseded, except as so modified or
superseded, shall not be deemed to constitute a part of this
Prospectus or any Prospectus Supplement.
The Company will provide without charge to each person to whom a
copy of this Prospectus or any Prospectus Supplement has been
delivered, upon written or oral request of such person, a copy of
any or all of the documents incorporated herein by reference, other
than exhibits to such documents unless they are specifically
incorporated by reference into such documents.
INTRODUCTION
A specific fiscal year is the period that ends on March 31 (or, in
the case of the fiscal year 1995, September 30) of the year in
Question e.g. fiscal 1997 is the year ended March 31, 1997.
Because of a change in the Company's fiscal year end from September
30 to March 31, fiscal 1996 consist of the six-month period from
October 1, 1995 to March 31, 1996.
THE COMPANY
Canisco Resources, Inc. (together with its subsidiaries, the
"Company"), a Delaware corporation, was founded in 1996 as the
successor by merger in May 1996 of Nuclear Support Services, Inc.
(NSSI) and NSS of Delaware, Inc. This merger was also effected
pursuant to the Company's Amended Joint Plan of Reorganization
which was confirmed by the United States Bankruptcy Court for the
Middle District of Pennsylvania, Harrisburg on April 24, 1996.
The Company provides a range of maintenance services on an as-
needed basis primarily to the power generation, petro-chemical and
pulp and paper industries through the Company's operating
subsidiaries. The Company's services consist of surface
preparation and painting, specialty cleaning, decontamination,
janitorial service, technical support, and specialty coatings and
linings application. The Company also provides turnkey
identification system services along with miscellaneous metal,
siding and roof replacements to its clients. Most of the Company's
revenue comes from Fortune 1000 industrial companies and utilities.
The Company's revenues have been divided as follows:
<TABLE>
<CAPTION>
Nine Fiscal Fiscal
Months Ended Years Ended Year Ended
December 31. March 31, September 30,
1996 1997 1996 (1) 1997 1995
<S> <C> <C> <C> <C>
Electric Power
Industry (2) 29% 33% 47% 31% 51%
Petro-Chemical and
Refining
Industry (3) 22 22 21 21 18
Paper and Pulp
Industry (4) 26 21 18 25 15
Government and
Other (5) 23 24 14 23 16
100% 100% 100% 100% 100%
</TABLE>
(1) The Company changed its fiscal year from September 30 to
March 31 effective April 24, 1996. Therefore, the year ended
March 31, 1996 was a six-month transition year.
(2) The general downward trend is part of the Company's strategy
to become less dependent on this industry. Customers are
companies whose operations include the production of
electricity from nuclear, fossil fuel or hydro-electric
sources.
(3) Customers produce or process chemicals, crude oil or natural
gas.
(4) Customers are mills and plants that produce paper, paperboard
and pulp.
(5) Contracts relate to government facilities and
infrastructures. Other customers are in the automotive,
metals, mining, textile, marine and printing industries.
NOTE: ALL DATA FOR THE NINE MONTH PERIODS ENDED DECEMBER 31,
1996 and 1997, WILL BE REPLACED BY DATA FOR THE FULL FISCAL
YEAR ENDED MARCH 31, 1998, BEFORE THE COMPANY REQUESTS
ACCELERATION.
The Company's business is impacted by seasonal sensitivity.
Historically, demand for the Company's services is highest in the
spring through fall and lowest during the winter months. The
Company's assets are not assigned to a particular market.
The Company's subsidiaries compete with approximately one hundred
(100) national and/or regional competitors. Price, quality and
customer service are the governing factors. The Company's focus on
customer service provides significant repeat business.
The Company's clients consist primarily of electric utilities,
major oil companies, paper companies and other general industry.
Because of the nature of the services offered by the Company and
the size of the projects in which the Company is engaged, a small
number of clients, at times, account for a significant percentage
of the Company's revenues in a given fiscal year.
No client represented more than ten percent (10%) of revenues in
fiscal year 1997 and 1996. For the fiscal year ended September 30,
1995, Westinghouse Electric Corporation accounted for sixteen
percent (16%) of consolidated revenues.
The Company operates primarily within the United States. The
Company has or is performing contracts in 44 states: Alabama,
Arizona, Arkansas, California, Colorado, Connecticut, Delaware,
Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky,
Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota,
Mississippi, Missouri, Montana, Nebraska, New Hampshire, New
Jersey, New Mexico, New York, North Carolina, Ohio, Oregon,
Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Utah,
Vermont, Virginia, Washington, West Virginia, Wisconsin, and
Wyoming.
The Company's contracts with its clients provide for charges for
services on a time and material, fixed-price and/or modified fixed-
price basis. The time and materials contracts generally permit the
client to control the amount, type and timing of services to be
performed by the Company, and most of the contracts permit the
client to terminate the contract with appropriate notice. The
Company's clients often modify the nature and timing of services to
be performed. The fixed-price and modified fixed-price contracts
are recognized on the percentage of completion method and are
measured by the cost-to-cost method. Revenues from time and
material contracts are recognized as work progresses. Provisions
for estimated losses on uncompleted contracts are made in the
period in which losses are determined.
The Company's uncompleted contracts include both undetermined and
specific dollar contracts for services. The Company has found that
the undetermined dollar contracts are longer term and give it more
flexibility in being responsive to customers' needs. Due to the
number and nature of undetermined dollar contracts and customer
scheduling changes which may effect the timing of contract
initiation and completion, it is difficult for management to place
an exact dollar value on its present uncompleted contracts.
RISK FACTORS
An investment in the Securities being offered by this Prospectus
involves a high degree of risk. In addition, this Prospectus and
the Company's reports under the Securities Exchange Act of 1934, as
amended, incorporated herein by reference (the "Incorporated
Documents") contain forward-looking statements that involve risks
and uncertainties. Discussions containing such forward-looking
statements may be found under "Risk Factors", as well as in this
Prospectus and the Incorporated Documents generally. The Company's
actual results could differ materially from those anticipated in
these forward-looking statements as a result of certain factors,
including those set forth in the following risk factors and
elsewhere in this Prospectus and the Incorporated Documents.
Accordingly, prospective investors should consider carefully the
following Risk Factors, in addition to the other information
concerning the Company and its business contained in this
Prospectus and in the Incorporated Documents, before purchasing the
Securities offered hereby.
Matters Relating to Bankruptcy Proceedings. The Company filed a
petition for reorganization under Chapter 11 of the United States
Bankruptcy Code in September, 1995. The effective date of the
Company's Plan of Reorganization was April 24, 1996. The Company
exited bankruptcy on July 1, 1996. Under the Company's Plan of
Reorganization, the balance due to pre-petition creditors as of
March 31, 1998 was $1,269,382, which will be repaid in
installments through January 1999. The Company is in the process
of prepaying this obligation.
Dependence on Acquisitions for Growth. The Company's business
strategy for growth depends significantly on acquiring additional
paint contracting or allied businesses. The success of the
Company's acquisition strategy will depend on the extent to which
the Company is able to acquire, successfully integrate and
profitably manage the additional businesses acquired. This
strategy may not succeed. The Company's acquisition strategy
presents risks that, singly or in combination, could have a
material adverse effect on the Company's business and financial
performance. These risks include: (i) the possible adverse effects
on existing operations, which could result in diversion of
management's attention and resources to acquisitions, (ii) the
possible loss of acquired customer or supplier bases and key
personnel, and (iii) the contingent and latent risks (including
environmental risks) associated with past operations of the
acquired businesses. A further risk is that competition will
develop from other consolidators with the consequence that the cost
of acquiring additional businesses will increase materially.
Acquisitions accounted for as purchases may result in substantial
annual non-cash amortization charges for goodwill and other
intangible assets in the Company's statements of operations.
Capital Requirements. The Company's acquisition strategy will
require substantial capital. The Company intends to finance part
of the initial acquisitions and future acquisitions through the
issuance of equity or debt securities, possibly including
convertible debt securities or Warrants. The extent to which the
Company will be able or willing to use shares of Common Stock, or
the right to acquire Common Stock through conversion of convertible
securities or Warrant exercises, to consummate acquisitions will
depend on the market value of the Common Stock from time to time
and the willingness of potential sellers to accept shares of the
Common Stock, or the right to acquire Common Stock, in full or
partial payment. The Company may not be able to obtain the capital
required to implement its acquisitions strategy on advantageous
terms or at all.
Risk as to Liquidity of the Common Stock. The volume of trading in
the Company's Common Stock generally has not been substantial.
Accordingly, there is no assurance as to the liquidity of the
trading market for the Common Stock. As a result of the issuance
of Common Stock upon the exercise of outstanding options, Warrants
and conversion rights, the number of shares of Common Stock
outstanding may increase substantially. As a result, the number of
the Company's shares of Common Stock that are freely tradable may
over time greatly exceed the number of shares that are presently
freely tradable. The influx of a large number of shares onto the
trading market may create downward pressures on the trading price
of the Common Stock.
No Underwriter Participation in Preparation. No selling agent or
underwriter has participated in this offering and no underwriter
has exercised due diligence with respect to the information
contained in this Prospectus. Generally, in an underwritten
offering, an underwriter would conduct certain investigations
relative to the issuer, its business and the terms of the offering
in order to establish a reasonable basis for the pricing of the
securities to be sold and to verify the disclosures made in
connection with the offering.
Absence of Dividends. The Company has not paid any cash dividends
on its Common Stock. The Company presently intends to retain its
earnings to finance future growth and therefore does not anticipate
paying cash dividends on its Common Stock in the foreseeable
future. Moreover, the terms of the bank debt prohibit the payment
of dividends.
Existence of Significant Competition. There are many other
companies engaged in the Company's business, and the business is
highly competitive. Further, other companies may enter the
Company's area of business in the future. The Company may not be
able to compete successfully with such companies.
Dependence Upon Key Personnel. The Company's ongoing operations
may depend to a material extent upon the continued services of its
executive officers and also senior management of businesses
acquired in the future, if any. The business or future performance
of the Company could be effected adversely if any of these persons
do not continue in their respective management roles and the
Company is unable to attract and retain qualified replacements.
Reliance on Customers in Historically Cyclical Industries. The
businesses of most of the Company's served markets tend to be
cyclical. During periods of cyclical downturns, customers may
delay certain maintenance to reduce their factory overhead expense.
The extent to which this occurs will have a material adverse effect
on the Company's revenues. As a result, the Company's business and
operations results may reflect the cyclical nature of its served
markets' industrial cycles.
Fluctuations in Operating Results. The Company's operating results
may fluctuate significantly from quarter to quarter or year to year
because of a number of factors including: (i) the timing of
closing acquisition transactions, (ii) seasonal factors, including
adverse weather conditions which may delay the start and/or
completion of major contracts, and (iii) delays in the start
and/or completion of major contracts due to customer scheduling
requirements.
Factors Affecting Internal Growth. The factors affecting the
Company's ability to generate internal growth will include the
extent to which it is able to: (i) integrate its special services
across the network of acquired businesses, (ii) leverage its
relationships with customers in its served market to gain a larger
share of their business, (iii) leverage its relationships with
existing suppliers to reduce costs to the extent required to
compete for additional market share, (iv) train the personnel in
acquired businesses in the use of "best practices" in order to
improve competitive position, and (v) retain key management
personnel.
Operating Hazards. The Company performs a significant portion of
its services in refining, pulp and paper and petro-chemical
facilities. The facilities of these and some other customers
involve substantial structures and corresponding heights, moving
machinery, high temperature and high-pressure process operations
and hazardous materials. Such facilities can pose safety hazards
to the Company's work force. The paint contracting industry incurs
substantial workers compensation costs. Although these cost are
managed by the Company through rigorous safety training and
provision of safety equipment, major accidents may occur and
substantial workers compensation, personal injury and property
damage claim may adversely impact the Company's financial
performance.
Government Regulation. A wide range of federal, state and local
regulations relating to health, safety and environmental matters
apply to the Company's business. The Company handles a number of
hazardous or toxic materials. The handling, storage and disposal
of these materials involves compliance with numerous regulations.
Environmental laws are complex and subject to frequent change.
These laws impose liability in some cases without regard to
negligence or fault and expose the Company to liability for the
conduct of or conditions caused by others, or for acts of the
Company which complied with all applicable laws when performed.
The Company's need to comply with amended, new or more stringent
laws or regulations, stricter interpretations of existing laws or
future discovery of environmental conditions may require additional
material expenditures by the Company. Regulations of the
Occupational Safety and Health Administration ("OSHA") also apply
to the Company's business. Future acquisitions by the Company also
may be subject to regulations, including antitrust reviews. The
Company believes it substantially complies with all currently
applicable requirements.
Potential "Year 2000" Problems. The Company believes that its
computer software is 2000 compliant. Further, the Company's
computers do not communicate electronically with the computer of
any other entity to a significant degree. It is possible that the
Company's currently installed computer systems, software products
or other business systems, or those of the Company's customers or
vendors, working either alone or in conjunction with
other software or systems, will not accept input of, store,
manipulate and output dates for the years 1999 or 2000 or
thereafter without error or interruption (commonly known as the
"Year 2000' problem). The Company may be unable to identify all
such Year 2000 problems in its computer systems or those of its
customers or vendors in advance of their occurrence.
The Company may be unable to successfully remedy any problems that
are discovered. The expenses of the Company's efforts to identify
and address such problems, or the expenses or liabilities to which
the Company may become subject as a result of such problems, could
have a material adverse effect on the Company's business, financial
condition and results of operations. The revenue stream and
financial stability of existing customers may be adversely impacted
by Year 2000 problems, which could cause fluctuations in the demand
for the Company's services. In addition, failure of the Company to
identify and remedy Year 2000 problems could put the Company at a
competitive disadvantage relative to companies that have corrected
such problems.
Authorization of Preferred Stock; Anti-takeover Provisions. The
Company anticipates authorizing a class of Preferred Stock. The
Company contemplates that shares of Preferred Stock may be used in
acquisition or financing transactions, but it has no specific plans
to issue any shares of Preferred Stock at this time. Shares of
Preferred Stock may be issued by the Board of Directors without
shareholder approval on such terms and conditions and having such
rights, privileges and preferences, as the Board of Directors may
determine. The rights of the holders of the Common Stock will be
subject to, and may be adversely affected by, the rights of the
holders of any Preferred Stock that may be issued in the future.
The issuance of the Preferred Stock could have the effect of
delaying, deterring or preventing a change in control of the
Company.
BUSINESS STRATEGY
The Company intends to leverage its current strengths as a broad
based supplier of surface preparation, painting and coatings
application and allied services. The Company believes its
positioning, as a "one stop shop" for these purposes will become
increasingly attractive to its customers who are seeking to reduce
the number of suppliers with whom they do business. The Company's
growth strategy will capitalize on these trends. For reasons
discussed under "Risk Factors," the Company may not succeed in
implementing the growth strategy discussed in this section, which
contains forward-looking information.
The Company believes growth opportunities can be realized through
the implementation of the following strategies and tactics:
Growth through Acquisitions. The Company intends to implement
an aggressive acquisition program, which may not be successful,
focused on the following areas:
Entering New Geographic Markets. In order to position its
services to those customers seeking national contract
coverage, the Company intends to acquire contractors in
areas that it either currently does not serve at all or
does not service economically. The Company's current office
locations are:
Baton Rouge, LA Mobile, AL
Brunswick, OH Pensacola, FL
Hopewell, VA Philadelphia, PA
Houston, TX Sacramento, CA
Kennewick, WA Sulphur, LA
Lakeland, FL West Monroe, LA
Entering New Served Markets. Although the Company's past
operations have been targeted to the industries noted
herein, there are opportunities to serve other industries
through the acquisitions.
Expanding Within Existing Markets. The Company believes there
are a number of acquisitions available to reinforce its
market shares in its existing markets. In fact, the
Company has used this strategy successfully. In
the past, the Company has acquired local contractors in
Birmingham, Alabama; Cleveland, Ohio; Longview, Washington;
Philadelphia, Pennsylvania and Richmond, Virginia.
Implementation of a National Operating Strategy. The
principal elements of the Company's operating strategy and tactics
are:
Rolling out the Company's Broad Range of Services. The
Company believes it is the only contractor who specializes
in every type of major coating application. It is also one
of the few contractors in its field that services customers
throughout the 48 contiguous states. Therefore the Company
is the only "one stop shop" for national accounts.
Capitalizing on Current Geographic Sales Coverage. The
Company's customers include many large pulp and paper,
power generating, refining, and petro-chemical accounts,
many of which operate in numerous locations throughout the
United States. The Company believes its ability to provide
its comprehensive services throughout the country will
enhance its relationships with these accounts and afford
it greater opportunities to increase market share within
these served markets through the use of national account
contracts, or similar arrangements.
<TABLE>
<CAPTION>
SELECTED FINANCIAL DATA
Nine Months
Ended Fiscal Period Fiscal Year Ended
December 31, Ended March 31, September 30,
(in thousands except per share amounts)
<S> <C> <C> <C> <C> <C> <C>
1997 1996 1997 1996 1995 1994 1993
(1) (2) (3) (4)* (5)*
Revenues $41,717 $40,019 $50,195 $32,931 $83,116 $83,729 $49,405
Income
(loss)
Before
Reorgan
ization
Costs and
Income
taxes 1,187 2,148 1,180 736 (830) (236) (2,250)
Income
(loss)
from
continuing
operations 712 693 525 (357) (844) (125) (1,492)
Net
Earnings
(loss) 712 644 452 (1,508) (2,849) (642) (2,997)
Basic
Earnings
(loss)
Per share 0.32 0.30 0.21 (0.69) (1.31) (0.30) (1.38)
Total
assets 19,544 20,901 21,301 26,101 39,389 35,489 22,780
Total
long
Term
Debt 10,690 9,609 11,274 5,587 5,587 15,946 8,935
Liabilities
Subject to
Compromise -- -- -- 5,262 8,146 -- --
Equity per
Share 1.53 1.29 1.20 0.99 1.69 3.00 3.29
Return on
Average
Equity 24% 26% 19% -- -- -- --
Weighted
Average
Common
Shares:
Basic 2,193 2,170 2,170 2,169 2,169 2,169 2,167
Diluted 2,398 2,420
</TABLE>
(1) Reflects net reorganization expenses of approximately
$600,000 and a gain on settlement of litigation.
(2) Fiscal year end change from September 30th to March 31st and
reflects the discontinuance of Henze operations and includes
approximately $1.1 million in reorganization costs.
(3) Reflects the discontinuance of Henze operations, a write-off
of approximately $3.4 million for business restructuring
activities and an accrual of $750,000 for Federal income tax
relating to a prior year.
(4) Purchased Oliver B. Cannon & Son, Inc. and Sline Industrial
Painters, Inc. (Cannon Sline).
(5) Reflects a goodwill and intangibles write-off approximately
$2.4 million
*These years have been restated to present Henze as discontinued
operations.
MARKET PRICE OF COMPANY'S COMMON STOCK AND RELATED MATTERS
The Company had 2,727,592 shares of common stock issued and
outstanding and 376 shareholders of record as of May 29, 1998.
The Company's common stock traded on the NASDAQ Stock market under
the symbol "NSSI" until May 20, 1996 at which time the Company
commenced trading on the NASDAQ Small Cap Market under the symbol
"CANR". The above was the result of the merger of Nuclear Support
Services, Inc. into Canisco Resources, Inc. in accordance with the
Company's plan of reorganization. The number of shares of common
stock and shareholders of record did not change as a result of the
reorganization.
Quarter 1999(1) 1998 1997 1996 (2)
Ended High Low High Low High Low High Low
June 30 3 3/4 2 1/2 2 3/4 1 3/8 2 5/8 2 1/8 * *
Sept 30 2 3/4 1 3/8 3 1/8 2 1/4 * *
Dec 31 3 7/8 1 3/4 5 2 7/8 1 5/8 1 1/4
March 31 2 3/4 1 7/8 4 1/4 2 5/8 3 1/8 1 1/4
(1) Through May 29, 1998.
(2) The Company changed its fiscal year from September 30 to
March 31 effective April 24, 1996. Therefore, the year ended
March 31, 1996 was a six month transition year.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 10,000,000
shares of Common Stock, $0.0025 par value per share (the "Common
Stock") and the Company proposes to request an increase in such
number of authorized shares to 20,000,000. Prior to this offering,
there were 2,727,592 shares of Common Stock issued and outstanding.
The Company proposes to authorize 1,000,000 shares of Preferred
Stock, par value $0.01 per share (the "Preferred Stock"). There
are currently no shares of Preferred Stock outstanding. The
Company contemplates that shares of Preferred Stock, if authorized,
may be used in acquisition or financing transactions, but the
Company has no specific plans to issue any share of Preferred Stock
at this time.
Common Stock
Holders of shares of Common Stock are entitled to one vote for each
share held of record on all matters submitted to a vote of
shareholders. There are no cumulative voting rights with respect
to the election of directors. Accordingly, the holder or holders
of a majority of the outstanding shares of Common Stock will be
able to elect the entire Board of Directors of the Company.
Holders of Common Stock have no preemptive rights and, subject to
any rights of holder of Preferred Stock, are entitled to such
dividends as may be declared by the Board of Directors of the
Company out of fund legally available therefor. The Common Stock
is not entitled to any sinking fund, redemption or conversion
provisions. On liquidation, dissolution or winding up of the
Company, the holders of the Common Stock are entitled to share
ratably in the net assets of the Company remaining after the
payment of all credits and liquidation preferences of the Preferred
Stock, if any. The outstanding shares of Common Stock are duly
authorized, validly issued, fully paid and nonassessable.
Preferred Stock
The Company proposes to authorize 1,000,000 shares of Preferred
Stock. The Company does not presently contemplate the issuance of
such shares. The Board of directors is empowered by the Articles
of Incorporation to designate and issue from time to time one or
more classes or series of Preferred Stock without any action of the
shareholders. The Board of Directors may authorize issuances in
one or more classes or series, and may fix and determine the
relative rights, preferences and limitations of each class or
series so authorized without action by the stockholders. Such
action could adversely affect the voting power of the holders of
the Common Stock or could have the effect of discouraging or making
difficult any attempt by a person or group to obtain control of the
Company.
Transfer Agent and Registrar
The Transfer Agent and Registrar for the Common Stock is Chase
Mellon Shareholder Services.
PLAN OF DISTRIBUTION AND USE OF PROCEEDS
From time to time, the Company may offer its Securities (i) as the
consideration to purchase the securities or assets of other
companies in connection with the acquisition, directly or
indirectly, of various businesses, properties or interests therein
by the Company or one or more of its subsidiaries or (ii) in
connection with financing transactions. The terms of such
acquisitions or financings involving issuance of the Securities
covered by this Prospectus will be determined by negotiations
between the Company and stockholders or representatives of the
businesses to be acquired or the entities providing such financing,
as the case may be. The terms of the Securities to be issued in
such acquisitions or financings, if other than the Common Stock,
will be set forth in a Supplement to this Prospectus.
SECURITIES AND EXCHANGE COMMISSION POLICY ON INDEMNIFICATION
The Company's Certificate of Incorporation and Bylaws, as well as
applicable Delaware law, provide for the Company to indemnify its
directors and officers against certain liabilities they may incur
in such capacities. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed 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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Under Section 145 of the General Corporation Law of the State of
Delaware, as amended, the Registrant has the power to indemnify
directors and officers under certain prescribed circumstances and
subject to certain limitations against certain costs and expenses,
including attorneys' fees actually and reasonably incurred in
connection with any action, suit or proceeding, whether civil,
criminal, administrative or investigative, to which any of them is
a party by reason of his being a director or officer of the
Registrant if it is determined that he acted in accordance with the
applicable standard of conduct set forth in such statutory
provision.
Article VI of the Registrant's By-laws generally permits
indemnification of directors and officers to the fullest extent
authorized by the General Corporation Law of the State of Delaware.
Article VI further permits the Registrant to maintain insurance, at
its expense, to protect itself and any such director or officer of
the Registrant or another enterprise against any such expenses,
liability or loss, whether or not the Registrant would have the
power to indemnify such person against such expense, liability or
loss under the General Corporation Law of the State of Delaware.
The Company maintains such insurance.
The Registrant maintains directors' and officers' liability
insurance.
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits
Exhibit No. Description of Document
5* Opinion of Wolf, Block, Schorr and Solis-Cohen LLP
23 Consent of KPMG Peat Marwick LLP
*To be filed by amendment.
The Registrant hereby incorporates by reference the list of
Exhibits contained in Item 14 of its Report on Form 10-K for the
year ended March 31, 1997.
(b) Financial Data Schedules
The Registrant hereby incorporates by reference the financial data
schedules accompanying its Report on Form 10-K for the year ended
March 31, 1997.
Item 22. Undertakings.
(a) 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:
(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 the
undertakings set forth in clauses (i) and (ii) of this
paragraph shall not apply if the information required to be
included in such post-effective amendment is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15 (d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual reports pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the 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, suite or proceeding) is asserted by
such director, officer, or controlling person in connection
with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final
adjudication of such issue.
(d) The undersigned Registrant hereby undertakes to respond to
requests for information that is incorporated by reference
into the prospectus pursuant to Item 4, 10(b), 11 or 13 of
the Form S-4, within one business day of receipt of such
request, and to send the incorporated documents by first
class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the
effective date of the registration statement through the date
of responding to the request.
(e) The undersigned Registrant hereby undertakes to supply by
means of a post-effective amendment all information
concerning a transaction, and the company being acquired
involved therein, that was not the subject of and included in
the registration statement when it became effective.
(f) (1) The undersigned Registrant hereby undertakes as follows:
that prior to any public reoffering of the securities
registered hereunder through use of a prospectus which
is a part of this registration statement, by any person
or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such
reoffering prospectus will contain the information
called for by the applicable registration form with
respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for
by the other items of the applicable form.
(2) The Registrant undertakes that every prospectus: (i)
that is filed pursuant to paragraph (1) immediately
preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Act and is used
in connection with an offering of securities subject to
Rule 415, will be filed as a part of an amendment to the
registration statement and will not be used until such
amendment is effective, and that, for purposes 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-4 and has
duly caused this registration statement to be signed on its behalf
by the undersigned thereunto duly authorized, in the City of
Wilmington, State of Delaware on June 1, 1998.
CANISCO RESOURCES, INC.
By: __________________________________
Ralph A. Trallo, President, CEO
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ralph A. Trallo his true and
lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this
registration statement, and to file the same, with Securities and
Exchange Commission, grating unto said attorney-in-fact and agent
full power and authority to do an perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or his substitutes or substitutes, may lawfully do
or cause to be done by virtue hereof.
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.
SIGNATURE CAPACITY DATE
/s/ Donald E. Lyons Chairman June 1, 1998
/s/ Dale L. Ferguson Director June 1, 1998
/s/ William Lawrence Petcovic Director June 1, 1998
/s/ Thomas P. McShane Director June 1, 1998
/s/ Joe C. Quick Director June 1, 1998
/s/ Ralph A. Trallo Director,
President, CEO June 1, 1998
/s/ Michael J. Olson Chief Financial
Officer June 1, 1998
EXHIBIT 23
Consent of the Independent Accountants
The Board of Directors
Canisco Resources, Inc.
We consent to incorporation by reference in this Registration
Statement on Form S-4 of Canisco Resources, Inc. of our report
dated June 25, 1997, relating to the consolidated balance sheets of
Canisco Resources, Inc. and subsidiaries as of March 31, 1997 and 1996
and the related consolidated statements of operations, shareholders'
equity and cash flows for the year ended March 31, 1997, the six
months ended March 31, 1996, and the years ended September 30, 1995 and
1994, which report appears in the March 31, 1997 Annual Report on Form
10-K of Canisco Resources, Inc.
Philadelphia, Pennsylvania
June 1, 1998
