<PAGE>
As filed with the Securities and Exchange Commission on September 15, 1995:
Registration Statement No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------
BCT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-2358849
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
WILLIAM A. WILKERSON
Chairman of the Board
BCT International, Inc.
3000 N.E. 30th Place 3000 N.E. 30th Place
Fifth Floor Fifth Floor
Fort Lauderdale, Florida 33306 Fort Lauderdale, Florida 33306
(305) 563-1224 (305) 563-1224
(Address, including zip code, and (Name, address, including zip code,
telephone number, including area code, of and telephone number, including area
registrant's principal executive offices) code, of agent of service)
----------------
Copies to:
ROBERT B. MACAULAY, ESQ.
Olle, Macaulay & Zorrilla, P.A.
201 South Biscayne Boulevard, Suite 1402
Miami, Florida 33131
(305) 358-9200
-------------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / X /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
Title of Proposed
Securities Amount Maximum Proposed Amount of
to be to be Offering Price Maximum Aggregate Registration
Registered Registered Per Share(1) Offering Price(1)(2) Fee
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,834,196 $5.44 $10,057,843 $3,467.94
$.04
par value (2)
----------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee and
computed in accordance with Rule 457(c) on the basis of the average of the
high and low prices for the Registrant's Common Stock on September 8, 1995,
as reported by the NASDAQ National Market.
(2) 234,204 of the shares offered by the Selling Shareholders are shares
issuable upon exercise of outstanding warrants, which issuances are being
registered hereby. Pursuant to Rule 457(g), because the price at which
183,039 of such shares may currently be resold is higher than the exercise
prices of such warrants, the higher market price calculated in accordance
with Rule 457(c) is being used to calculate the registration fee for such
shares.
-------------------
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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE>
BCT INTERNATIONAL, INC.
-----------------------
Cross Reference Sheet
Form S-3 Item Number and Caption Caption or Location in Prospectus
-------------------------------- ---------------------------------
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus........... Facing Page of Registration
Statement; Cross Reference Sheet;
Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back
Cover Pages of Prospectus.......... Inside Front Cover Page of
Prospectus; Available Information;
Outside Back Cover Page of Prospectus
3. Summary of Information, Risk
Factors and Ratio of Earnings to
Fixed Charges...................... BCT International, Inc.
4. Use of Proceeds.................... Use of Proceeds
5. Determination of Offering Price.... Not Applicable
6. Dilution........................... Not Applicable
7. Selling Security Holders........... Selling Shareholders
8. Plan of Distribution............... Plan of Distribution
9. Description of Securities to be
Registered......................... Description of Common Stock
10. Interests of Named Experts and
Counsel............................ Legal Matters; Experts
11. Material Changes................... Recent Developments
12. Incorporation of Certain
Information by Reference........... Incorporation of Certain Documents
by Reference
13. Disclosure of Commission Position
on Indemnification of Securities
Act Liabilities.................... Not Applicable
-------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+ REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+ SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+ OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+ BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+ THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+ SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+ UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PRELIMINARY PROSPECTUS DATED SEPTEMBER 15, 1995; SUBJECT TO COMPLETION
1,834,196 Shares
BCT INTERNATIONAL, INC.
Common Stock
----------------
This Prospectus relates to the offering of 1,834,196 shares of Common Stock
($.04 par value) (the "Shares") of BCT International, Inc. (the "Company"), by
certain shareholders of the Company and certain holders of warrants issued by
the Company (collectively, the "Selling Shareholders"). A total of 1,599,992 of
the Shares are owned outright by Selling Shareholders. The balance of 234,204
Shares represents Common Stock underlying warrants issued by the Company (the
"Warrants"). The Warrants are held as follows: (i) Warrants to purchase 150,000
Shares are held by affiliates of Josephthal, Lyon & Ross, Incorporated, the
Company's former investment banker, and are exercisable at a price of $3.125 per
Share until May 31, 1998; and (ii) Warrants to purchase 84,204 Shares are held
by investors in the Company's 1989 private placement of convertible subordinated
debentures who converted their debentures into common stock and Warrants in
February and March 1994, with the Warrants being exercisable until February or
March 1997 at prices of $7.00 per Share (with respect to 51,165 Shares) or $4.46
per Share (with respect to 33,039 Shares). The Company will not receive any
proceeds from this offering; however, the maximum proceeds from the exercise of
all of the Warrants would be $974,259.
The Company is unaware of any specific plan of distribution of the Selling
Shareholders with respect to the Shares but believes that the Shares will be
sold at prevailing market prices on the NASDAQ National Market ("NASDAQ"),
without payment of any underwriting commissions or discounts other than ordinary
brokerage transaction fees. See "Plan of Distribution." The aggregate net
proceeds to the Selling Shareholders from the sale of the Shares pursuant to
this Prospectus will be the sale price of such Shares less any commissions. The
Company is paying all of the expenses in connection with the preparation of this
Prospectus and the related registration statement.
The Company's Common Stock is traded on NASDAQ under the symbol "BCTI." On
September 8, 1995, the reported closing price of the Common Stock on NASDAQ was
$5.625.
This offering is being made without using the services of an underwriter.
The Selling Shareholders and any broker-dealers, agents or underwriters that
participate with the Selling Shareholders in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), in which event any commission received by
such broker-dealers, agents or underwriters and any profit on the resale of the
Shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
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 September , 1995.
<PAGE>
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"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied (at
prescribed rates) at the public reference facilities maintained by the
Commission at Room 1924, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the following Regional Offices of the Commission: Chicago Regional Office, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and New York
Regional Office, 7 World Trade Center, New York, New York 10048. Reports, proxy
and information statements and other information concerning the Company may also
be inspected at the offices of NASDAQ at 1735 K Street, N.W., Washington, D.C.
20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments, if any, thereto, the "Registration
Statement") under the Act with respect to the Shares of Common Stock offered by
this Prospectus. This Prospectus does not contain all of the information set
forth in the Registration Statement and any exhibits and schedules thereto,
certain portions of which have been omitted as permitted by the rules and
regulations of the Commission. For further information with respect to the
Company and the shares of Common Stock offered hereby, reference is hereby made
to the Registration Statement and to the exhibits and schedules thereto, if any,
which are available for inspection at the offices of the Commission listed
above, and copies of all or any part thereof may be obtained from such offices,
upon the payment of prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are hereby
incorporated by reference into this Prospectus:
(1) The Company's Annual Report on Form 10-K for the year ended
February 28, 1995;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
May 31, 1995;
(3) The Company's Notice of Annual Meeting and Proxy Statement dated
September 22, 1994; and
(4) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A filed on
2
<PAGE>
December 30, 1982, with the Commission under the Company's former name
"The Good Taco Corporation."
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering of the Shares shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus 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. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
(without exhibits other than exhibits specifically incorporated by reference) of
any documents incorporated by reference into this Prospectus. Requests for such
copies should be directed to William A. Wilkerson, Chairman and Chief Executive
Officer, at 3000 N.E. 30th Place, Fifth Floor, Fort Lauderdale, Florida 33306,
telephone (305) 563-1224.
IN CONNECTION WITH THIS OFFERING, CERTAIN BROKERS OR DEALERS, WHO MAY BE
DEEMED UNDERWRITERS, MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE
COMPANY'S COMMON STOCK ON NASDAQ IN ACCORDANCE WITH RULE 10B-6A UNDER THE
SECURITIES EXCHANGE ACT OF 1934. See "Plan of Distribution."
3
<PAGE>
BCT INTERNATIONAL, INC.
BCT International, Inc. (the "Company") is a holding company with one
direct wholly-owned subsidiary: Business Cards Tomorrow, Inc., a Florida
corporation ("BCT"). BCT operates the Business Cards Tomorrow system, the
world's largest wholesale printing chain. Since its founding in 1975, the system
has grown to include 100 "Business Cards Tomorrow Plants" (the "Plants")
specializing in trade thermography production in 37 states and Canada. Three of
the Plants, located in Delray Beach, Florida, Newbury Park, California, and
Boston, Massachusetts (the "Company Plants"), are indirectly owned by BCT
through wholly-owned subsidiaries.
BCT's operations also include the Pelican Paper Products Division ("PPP"),
which supplies paper products to the BCT Plants. The Company operates in a
single industry segment: the franchising, ownership and operation of and sale of
paper products to trade thermography production facilities, i.e., the BCT
Plants.
The Plants typically operate through the placement of business card and
stationery catalogs with commercial and retail "quick" printers, office
superstores, forms brokers, office supply companies and stationers in the
Plants' trade areas. These catalogs are utilized by the printers, office
superstores, forms brokers, office supply companies and stationers to secure
orders from their customers for thermographed printed products. The Plants
specialize in the "fast turnaround" of their products, delivering some items,
such as business cards printed in black ink, in one business day, with most
products being delivered within one week of the date of order. While most Plants
receive at least some orders by mail and fax, this normally does not constitute
a major portion of a Plant's business.
Thermography is a specialized printing process that gives a raised printing
effect similar to engraving and requires specialized equipment and operating
techniques. Most commercial and "quick" printers and office superstores choose
not to invest in this specialized equipment, preferring to subcontract this type
of work to wholesale "trade" printing companies such as Business Cards Tomorrow
Plants that specialize in thermography.
BCT supplies business card, stationery, rubber stamp and wedding invitation
and social stationery catalogs to its Plants and also sells them the paper
products featured in the catalogs through its PPP division. PPP purchases raw
paper directly from paper mills and paper brokers and utilizes the services of
converters to convert the raw material to finish paper products. PPP utilizes
three public storage facilities located strategically throughout the United
States to house and ship paper products to the Plants.
BCT markets its franchise operations to potential franchisees through major
business newspapers as well as printing trade
4
<PAGE>
publications. The development of a specific market is determined by a number of
different criteria, including resources available, customer base and operating
efficiencies. In order for BCT to penetrate franchise markets, it has assembled
an experienced staff, certain members of which have expertise in franchise
development. BCT Plants are located throughout the Continental U.S., Hawaii and
Canada. As demographics change and develop, the potential for new markets may
expand. As of September 1, 1995, BCT has identified between 25 and 35 franchise
markets available for sale.
BCT derives revenues from five principal sources: royalties, which are
based on a percentage of sales from the BCT Plants; franchise fees from newly
franchised Plants and resale fees from the resale of operating Plants; sales of
paper products to franchisees; catalog and miscellaneous equipment and parts
sales classified as printing sales; and gross revenue from the Company Plants.
For fiscal years ended 1995, 1994 and 1993, continuing franchise royalties
comprised approximately 34%, 31% and 33% of total revenue, respectively. Sales
to the franchisees for fiscal years ended 1995, 1994 and 1993 were approximately
59%, 57% and 55% of total revenue, respectively.
As of September 1, 1995, 99 BCT Plants are in operation in 37 states and
Canada. The current number of Plants compares with 98 and 93 Plants in operation
on September 1, 1994 and 1993, respectively. Total BCT system sales reached
approximately $80,000,000 for the fiscal year ended February 28, 1995, an
average of $824,000 per franchise, compared to total and average sales of
$74,000,000 and $792,000 for fiscal 1994, and $69,000,000 and $750,000 for
fiscal 1993, respectively.
The principal executive office of the Company is located at 3000 N.E.
30th Place, Fifth Floor, Fort Lauderdale, Florida 33306.
RECENT DEVELOPMENTS
During the second quarter of fiscal 1996, BCT began offering for sale to
existing franchisees additional exclusive territories, known as "Facilities,"
which do not require the opening of a Plant. The franchisee purchasing a
Facility is required to open a sales office in the territory and send all work
orders to the franchisee's Plant located in a neighboring territory. Once the
Facility's territory develops demographically to support approximately 500
dealers, BCT has the right to require the franchisee to open a Plant in the
territory. BCT is offering the Facilities at a price of $35,000 each. As of
September 1, 1995, one Facility has been sold (in August 1995).
5
<PAGE>
Except as set forth above, no material changes in the Company's affairs
have occurred since February 28, 1995, that have not been described in a timely
filed report on Form 10-Q. See "Incorporation of Certain Documents by
Reference."
6
<PAGE>
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares offered by the Selling Shareholders. Management estimates that the
aggregate expense of this offering will be approximately $28,000, all of which
will be borne by the Company.
The maximum proceeds from the exercise of all of the Warrants, whose
234,204 shares of underlying Common Stock are being registered hereunder, are
$974,259. The Company intends to use the proceeds from the exercise of the
Warrants, if any, for working capital and general corporate purposes. Proceeds
not immediately required for such purposes will be invested principally in
United States government securities, short-term certificates of deposit, money
market funds or other short-term interest-bearing investments.
PLAN OF DISTRIBUTION
This Prospectus covers the sale of Shares of Common Stock by the Selling
Shareholders, certain of whom are affiliates of the Company. See "Selling
Shareholders." While the Company is unaware of any specific plan of
distribution, the Company believes that the Selling Shareholders presently
intend to sell the Shares of Common Stock from time to time after the effective
date of the Registration Statement of which this Prospectus is a part, and for
so long as the Registration Statement remains in effect, in one or more
transactions on NASDAQ or in privately negotiated transactions at negotiated
prices then obtainable. The Selling Shareholders may effect such transactions by
selling shares of Common Stock directly to market makers or to or through
broker-dealers, and such persons may receive compensation in the form of
discounts or commissions from the Selling Shareholders and/or the purchasers of
shares of Common Stock for whom they may act as agent. The Company will not pay
any commissions in connection with the sale or distribution of the Shares.
Neither the Company nor the Selling Shareholders can presently estimate the
amount of the compensation that will be paid by the Selling Shareholders. No
determination has been made as to whether the Selling Shareholders will sell any
or all of the Shares offered hereby.
In addition, any Common Stock covered by this Prospectus that qualifies for
sale pursuant to Rule 144 under the Securities Act might be sold under Rule 144
rather than pursuant to this Prospectus.
The Selling Shareholders must comply with Rule 10b-6 promulgated under the
Securities Act in connection with all sales of Common Stock issuable upon
exercise of the Warrants or otherwise offered hereby. In addition, certain
brokers or dealers, who may be deemed underwriters or who may be Selling
Shareholders, may
7
<PAGE>
engage in passive market making activities in the Company's Common Stock on
NASDAQ in accordance with Rule 10b-6A promulgated under the Exchange Act.
SELLING SHAREHOLDERS
The following table sets forth, as of the date of this Prospectus, and as
adjusted to give effect to the sale hereunder of all of the Shares offered by
the Selling Shareholders, certain information with respect to the beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of the
Company's Common Stock by the Selling Shareholders. Such information was
furnished to the Company by the individual Selling Shareholders.
<TABLE>
<CAPTION>
Before Offering After Offering
--------------- Shares --------------
Name Shares Percent(1) Offered Shares Percent(2)
---- ------ ------- ------- ------ -------
<S> <C> <C> <C> <C> <C>
Bill LeVine(3) 685,032 13.1% 222,222 462,810 8.5%
Steven N. Bronson(4) 673,194 13.4% 444,444 228,750 4.4%
Bruce C. Barber(5) 131,777 2.7% 77,777 54,000 1.1%
Eric R. Elliott(6) 106,138 2.2% 88,888 17,250 *
George C. Barber(7) 88,888 1.9% 88,888 0 0
Monufair Investments, Inc. 222,222 4.6% 222,222 0 0
Leslie D. Reagin III 44,444 * 44,444 0 0
Rajesh & Indu Soin 44,444 * 44,444 0 0
Joseph & Pamela Pilkington 44,444 * 44,444 0 0
Chou Chiao Chen 22,222 * 22,222 0 0
Mark & Florence Allbaugh 44,444 * 44,444 0 0
Leonard A. Solomon 88,888 1.9% 88,888 0 0
Gary Stockton & Diane Fasel 22,222 * 22,222 0 0
Steven Halpern 44,444 * 44,444 0 0
Anthony Conza 22,222 * 22,222 0 0
Paul H. Schluter 22,222 * 22,222 0 0
Fern & Bruce Thaw 22,222 * 22,222 0 0
Charles R. Watkins 22,222 * 22,222 0 0
Barry J. Booth(8) 11,111 * 11,111 0 0
Peter McMullen(9) 15,000 * 15,000 0 0
Alan Jacobs(9) 26,250 * 26,250 0 0
Dan Purjes(9) 67,139 1.4% 67,139 0 0
Scott Weisman(9) 8,189 * 8,189 0 0
Peter Sheib(9) 9,140 * 9,140 0 0
Lawrence Rice(9) 7,760 * 7,760 0 0
Charles Roden(9) 5,811 * 5,811 0 0
Matthew Balk(9) 6,523 * 6,523 0 0
Michael Loew(9) 2,050 * 2,050 0 0
Averell Satloff(9) 1,574 * 1,574 0 0
Paul Fitzgerald(9) 564 * 564 0 0
Trebor S. Brown(10) 5,000 * 5,000 0 0
</TABLE>
(Table continues on following page)
8
<PAGE>
<TABLE>
<CAPTION>
Before Offering After Offering
--------------- Shares --------------
Name Shares Percent(1) Offered Shares Percent(2)
---- ------ ------- ------- ------ -------
<S> <C> <C> <C> <C> <C>
Real Restaurants Trust (10) 4,166 * 4,166 0 0
Donn Johnson(10) 3,333 * 3,333 0 0
William Upson(10) 5,000 * 5,000 0 0
Leighton Steward(10) 2,500 * 2,500 0 0
Cecil B. Day Inv. Co.(10) 5,000 * 5,000 0 0
P.L. Anderson, Jr. Trust(10) 2,500 * 2,500 0 0
Max Goldin(10) 2,500 * 2,500 0 0
Joanne Miller(10) 833 * 833 0 0
Praveen Rastogi(10) 2,500 * 2,500 0 0
John & Elaine Coughlin(10) 4,500 * 2,500 2,000 *
Edward & Martha Glassmeyer(10) 3,333 * 3,333 0 0
Garrell & Mildred Noah(10) 2,500 * 2,500 0 0
James & Elizabeth Keegan(10) 8,035 * 2,000 6,035 *
Charles & Gary Oliver(10) 2,500 * 2,500 0 0
Sam Idas(10) 5,269 * 2,500 2,769 *
Patrick Allen(10) 2,500 * 2,500 0 0
Grubb & Williams, Ltd.(11) 19,383 * 19,383 0 0
G.W. Investments, Ltd.(11) 13,656 * 13,656 0 0
--------- ----- --------- ------- -----
2,607,810 45.3% 1,834,196 773,614 13.4%
</TABLE>
-------------------------
* Less than 1%
(1) Unless otherwise indicated, each Selling Shareholder has sole voting and
investment power with respect to all such Shares.
(2) Assumes the sale of all of the Shares of Common Stock being registered
herein. A Selling Shareholder may not have any present intention of
proceeding with such sale.
(3) Director of the Company since May 1992. Includes 371,621 shares covered by
currently convertible Series A Convertible Preferred Stock, and 61,250
shares covered by currently exercisable stock options, which shares are not
registered hereunder.
(4) Principal of Barber and Bronson, Inc., ("BBI"), the Company's investment
bankers since January 1994. Includes 228,750 shares covered by currently
exercisable warrants, which shares are not registered hereunder.
(5) Principal of BBI. Includes 54,000 shares covered by currently exercisable
warrants, which shares are not registered hereunder.
(6) Officer of BBI. Includes 17,250 shares covered by currently exercisable
warrants, which shares are not registered hereunder.
(7) Father of Bruce C. Barber.
(8) Employee of BBI.
(9) All of the Shares offered by these Selling Shareholders consist of Shares
issuable upon exercise of warrants exercisable at a price of $3.125 per
Share through May 1998. These Selling Shareholders are current or former
employees of Josephthal, Lyon & Ross, Incorporated, the Company's former
investment bankers, and received their warrants in 1993 pursuant to that
relationship.
(10) All of the shares offered by these Selling Shareholders consist of Shares
issuable upon exercise of warrants exercisable at a price of $7.00 per
Share through February or March 1997. These Selling Shareholders acquired
their warrants pursuant to their 1994 conversion of their convertible
subordinated debentures which they purchased from the Company in 1989.
(11) All of the Shares offered by these Selling Shareholders consist of Shares
issuable upon the exercise of warrants exercisable at a price of $4.46 per
Share through March 1997. These Selling Shareholders acquired their
warrants pursuant to their 1994 conversion of their convertible
subordinated debentures which they purchased from the Company in 1989.
9
<PAGE>
DESCRIPTION OF COMMON STOCK
The authorized Common Stock of the Company consists of 25,000,000 shares of
Common Stock, par value $.04 per share. As of September 1, 1995, there were
4,792,230 shares of Common Stock issued and outstanding. The following
description of the Company's Common Stock does not purport to be complete and is
subject to, and qualified in its entirety by reference to, the Delaware General
Corporation Law and the Company's Certificate of Incorporation, as amended.
The holders of shares of Common Stock are entitled to receive dividends as
the Board of Directors of the Company in its discretion may declare out of funds
legally available therefor. In the event of liquidation of the Company, the
holders of shares of Common Stock are entitled to receive pro-rata all assets
remaining after payment of all obligations of the Company. The holders of shares
of Common Stock are entitled to one vote for each share held and have
non-cumulative voting rights for the election of directors. The Common Stock has
no conversion rights, nor are there any preemptive or subscription provisions
applicable to the Common Stock. The outstanding shares of Common Stock are
validly issued, fully paid and non-assessable. There are no provisions for the
redemption of Common Stock, and the holders thereof are not subject to any
liability as shareholders.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Olle, Macaulay & Zorrilla, P.A., Miami, Florida.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-K for the year ended February 28, 1995,
have been so incorporated in reliance on the report of Price Waterhouse LLP,
independent certified public accountants, given on the authority of said firm as
experts in auditing and accounting.
10
<PAGE>
================================================================================
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations not contained or incorporated by
reference in this Prospectus and, if given or made, such information or
representation 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 any
offer to buy any of the securities offered hereby or solicitation to any person
whom it is unlawful to make such offer or solicitation in such jurisdiction.
Neither the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that the information herein is correct
as of any time subsequent to the date hereof or that there has been no change in
the affairs of the Company since such date or, in the case of information
incorporated herein by reference, the date of filing with the Securities and
Exchange Commission.
--------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information..........................
Incorporation of Certain Documents by Reference
BCT International, Inc.........................
Recent Developments............................
Use of Proceeds................................
Plan of Distribution...........................
Selling Shareholders...........................
Description of Common Stock....................
Legal Matters..................................
Experts........................................
</TABLE>
================================================================================
1,834,196 SHARES
BCT INTERNATIONAL, INC.
COMMON STOCK
----------
PROSPECTUS
----------
SEPTEMBER , 1995
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Expenses in connection with the issuance and distribution of the securities
being registered will be borne by the Registrant and are estimated as follows:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission
registration fee.............................. $ 3,467.94
Legal fees and expenses......................... 10,000.00
Accounting fees and expenses.................... 10,000.00
Blue Sky Fees and Expenses...................... 3,000.00
Printing........................................ 500.00
Transfer agent's fees........................... 500.00
Miscellaneous................................... 532.06
----------
Total...................................... $28,000.00
==========
</TABLE>
All amounts except the Securities and Exchange Commission registration fees are
estimated.
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify any person who was or is, or is threatened to be made,
a party to any threatened, pending or contemplated action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of such corporation) by reason of the fact that such person
is or was a director, officer, employee or agent of such corporation, or is or
was serving at the request of such corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided that
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding such person had no reasonable cause
to believe his conduct was unlawful. A Delaware corporation may indemnify such
person against expenses including amounts paid in settlement and attorneys' fees
actually and reasonably incurred by such person in connection with actions
brought by or in the right of the corporation to procure a judgment in its favor
under the same conditions, except that no indemnification is permitted in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and to the extent the court in
which such action or suit was brought or other court of competent jurisdiction,
shall determine upon application that, in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court shall deem proper. To the extent such person has been
successful on the merits or otherwise in defense of any action referred to
II-1
<PAGE>
above, or in defense of any claim, issue or matter therein, the corporation must
indemnify such person against expenses, including attorneys' fees, actually and
reasonably incurred by such person in connection therewith. The indemnification
and advancement of expenses provided for in, or granted pursuant to, Section 145
is not exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the articles of incorporation of
the Company or any by-law, agreement, vote of shareholders or disinterested
directors or otherwise. Section 145 also provides that a corporation may
maintain insurance against liabilities for which indemnification is not
expressly provided by the statute.
Article III, Section 15, of the Company's Bylaws provides for
indemnification of the directors, officers, employees and agents of the Company
(including the advancement of expenses) to the extent permitted by Section 145
of the Delaware General Corporation Law.
Item 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<C> <S>
5 Opinion of Olle, Macaulay & Zorrilla, P.A.
23.1 Consent of Olle, Macaulay & Zorrilla, P.A. (included in its opinion
which appears as Exhibit 5).
23.2 Consent of Price Waterhouse LLP.
24 Power of Attorney (included in the Signature Page on Page II-4).
</TABLE>
Item 17. Undertakings.
(a) The 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 or 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 Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
II-2
<PAGE>
(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.
(b) 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 the
registration statement 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.
(c) 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 foregoing provisions, 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 that Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
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-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Lauderdale, State of Florida, on September
12, 1995.
BCT INTERNATIONAL, INC.
By: William A. Wilkerson
----------------------------------
William A. Wilkerson, Chairman of
the Board and Chief Executive
Executive Officer
Each person whose signature appears below hereby constitutes and appoints
William A. Wilkerson and Donna M. Pagano-Leo, and each of them, with full power
to act without the other, 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 (until revoked in writing) to sign any and
all amendments (including post-effective amendments and amendments thereto) to
this Registration Statement on Form S-3 of the Company and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or his substitute 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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
William A. Wilkerson Chairman of the Board September 12, 1995
-------------------------- and Chief Executive
William A. Wilkerson Officer
Donna M. Pagano-Leo Vice President and September 12, 1995
-------------------------- Chief Financial Officer
Donna M. Pagano-Leo (principal financial
and accounting officer)
Thomas J. Cassady Director September 12, 1995
--------------------------
Thomas J. Cassady
Raymond J. Kiernan Director September 12, 1995
--------------------------
Raymond J. Kiernan
Robert F. Bond Director September 12, 1995
--------------------------
Robert F. Bond
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C> <C>
Henry A. Johnson Director September 12, 1995
--------------------------
Henry A. Johnson
John N. Galardi Director September 12, 1995
--------------------------
John N. Galardi
Bill LeVine Director September 12, 1995
--------------------------
Bill LeVine
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
5 Opinion of Olle, Macaulay & Zorrilla, P.A.
including its consent
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Olle, Macaulay & Zorrilla, P.A.
(included in Exhibit 5)
24 Power of Attorney (included on the Signature Page
on Page II-4)
</TABLE>
<PAGE>
Exhibit 5
---------
OLLE, MACAULAY & ZORRILLA, P.A.
ATTORNEYS AT LAW
1402 MIAMI CENTER
201 SOUTH BISCAYNE BOULEVARD
MIAMI, FLORIDA 33131
-----
(303) 358-9200
TELECOPIER (305) 358-9617
September 12, 1995
BCT International, Inc.
3000 N.E. 30th Place
Fifth Floor
Ft. Lauderdale, Florida 33306
Re: BCT International, Inc. Form S-3
Registration Statement (No. 33- )
----------------------------------------------
Gentlemen:
We have acted as counsel to BCT International, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of the Registration
Statement on Form S-3 (the "Registration Statement"), to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), relating to the distribution and
sale by certain security holders of the Company of up to 1,834,196 shares of the
Company's Common Stock, par value $0.04 per share, as more fully described in
the Registration Statement. You have requested the opinion of this firm with
respect to certain legal aspects of the proposed offering to which the
Registration Statement relates.
We have examined original, photostatic or certified copies of such records
of the Company, including the Certificate of Incorporation, the Bylaws and
minutes, the Registration Statement and other documents as we have deemed
relevant and necessary for purposes of the opinions hereinafter set forth. In
such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents and instruments submitted to us as originals and
the conformity to authentic originals of all documents and instruments submitted
to us as certified or photostatic copies. As to various questions of fact
material to our opinions we have relied upon representations made to us by
various officers and directors of the Company and we have not conducted or
received independent verification of those facts.
Based on the foregoing and subject to the comments and exceptions noted
below, we are of the opinion that the 1,834,196 shares of Common Stock covered
by the Registration Statement have been duly and validly issued and are fully
paid and non-assessable.
<PAGE>
BCT International, Inc.
September 12, 1995
Page 2
* * * * *
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. In
giving such consent, we do not admit that we come within the category of persons
whose consent is required by Section 7 of the Securities Act or the Commission's
rules and regulations thereunder.
Sincerely,
Olle, Macaulay & Zorrilla, P.A.
By: /s/ Robert B. Macaulay
----------------------------
Robert B. Macaulay
RBM/mcf
OLLE, MACAULAY & ZORRILLA, P.A.
<PAGE>
EXHIBIT 23.1
------------
Consent of Independent Certified Public Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
May 15, 1995 appearing on page 31 of BCT International, Inc.'s Annual Report on
Form 10-K for the year ended February 28, 1995. We also consent to the reference
to us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Fort Lauderdale, Florida
September 8, 1995
