<PAGE> 1
REGISTRATION NO. 33-
As filed with the Securities and Exchange Commission on May 25, 1995.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------
STRIKER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-0834953
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE RIVERWAY, SUITE 2450
HOUSTON, TEXAS 77056
(713) 622-4092
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
----------------
DAVID A. COLLINS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
STRIKER INDUSTRIES, INC.
ONE RIVERWAY, SUITE 2450
HOUSTON, TEXAS 77056
(713) 622-4092
(Name, address and telephone number, including area code, of agent for service)
With copies to:
PORTER & HEDGES, L.L.P.
700 LOUISIANA
HOUSTON, TEXAS 77002-2764
(713) 226-0600
ATTN.: SAMUEL N. ALLEN
----------------
Approximate date of commencement of proposed sale to public: As soon as
practicable after the 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, please check the following box. /x/
----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
PROPOSED MAXIMUM PROPOSED
TITLE OF EACH CLASS OF AMOUNT OFFERING MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED TO BE REGISTERED PRICE PER SHARE(1) OFFERING PRICE REGISTRATION FEE(1)
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.20
per share . . . . . . . . . . . 633,335 $6.125 $3,879,177 $776.00
================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(c), the registration fee is calculated based upon
the closing sale price for the Common Stock reported on the Nasdaq
Small Cap on May 18, 1995.
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
<PAGE> 2
SUBJECT TO COMPLETION, DATED MAY 25, 1995
PROSPECTUS
633,335 SHARES
STRIKER INDUSTRIES, INC.
COMMON STOCK
----------------
The shares of common stock, par value $.20 per share (the "Common
Stock"), of Striker Industries, Inc. (the "Company") offered hereby represent
shares issuable upon exercise of certain Warrants to Purchase Common Stock (the
"Warrants"). Although the Company will not receive any of the proceeds from the
sale of the shares of Common Stock offered hereby, the Company will receive
aggregate funds of between $1,266,670 and $1,678,338 upon exercise of the
Warrants. See "Selling Securityholders."
The Company's Common Stock is traded on the Nasdaq Small Capitalization
Market (the "Nasdaq Small Cap") under the symbol "SKRI." On May 18, 1995, the
reported closing sale price of the Common Stock on the Nasdaq Small Cap was
$6.125 per share.
The Common Stock may be offered and sold from time to time by Selling
Securityholders named herein under the caption "Selling Securityholders" through
underwriters, dealers or agents or directly to one or more purchasers in fixed
price offerings, in negotiated transactions, at market prices prevailing at the
time of sale or at prices related to such market prices. The terms of the
offering and sale of Common Stock in respect of which this Prospectus is being
delivered, including any initial public offering price, any discounts,
commissions or concessions allowed, reallowed or paid to underwriters, dealers
or agents, the purchase price of the Common Stock and the proceeds to the
Selling Securityholders, and any other material terms shall be as set forth in a
Prospectus Supplement. This Prospectus also may be delivered in connection with
certain resales as described under "Plan of Distribution." See "Plan of
Distribution" for possible indemnification arrangements for agents, dealers and
underwriters.
----------------
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 May 25, 1995.
<PAGE> 3
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D.C. a Registration Statement on Form S-3 under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Common Stock offered by this Prospectus. Certain portions of the Registration
Statement have not been included in this Prospectus. For further information,
reference is made to the Registration Statement and the exhibits thereto. 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, proxy statements and other information with the Commission. The
Registration Statement (with exhibits), as well as such reports, proxy
statements and other information, can be inspected and copied at the public
reference facilities maintained by the Commission at its principal offices at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and its
regional offices at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60601 and 7 World Trade Center, 13th Floor, New York,
New York 10048. Copies of such material can be obtained at prescribed rates from
the Public Reference Section of the Commission at its principal office at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1994; Quarterly Report on Form 10-QSB for the quarter ended March
31, 1995; Current Report on Form 8-K dated May 18, 1995; and all other reports
filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act
since December 31, 1994 are hereby incorporated herein by reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Prospectus and before
the termination of the offering covered hereby will be deemed to be incorporated
by reference in 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 in this Prospectus shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained in this Prospectus or in any other subsequently filed
document which also is or is deemed to be incorporated by reference modifies or
replaces such statement.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the documents incorporated by reference in this Prospectus,
other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates. In addition, a copy of the Company's most recent annual report to
stockholders will be promptly furnished, without charge, upon written or oral
request. All such requests should be directed to Striker Industries, Inc., One
Riverway, Suite 2450, Houston, Texas 77056, Attention: Matthew D. Pond,
telephone number (713) 622-4092.
2
<PAGE> 4
THE COMPANY
Striker Industries, Inc., a Delaware corporation (the "Company"), is
capable of manufacturing two products, dry felt paper and asphalt-saturated felt
for use in the roofing industry. The dry felt paper manufactured by the Company
is a base homogeneous sheet of porous, soft paper made from used, recycled old
corrugated containers and mixed paper and wood flour. The term saturating in the
context of the business of the Company means the process of impregnating felt
paper, which is a paper with an open porous formation, with waterproofing or
other preservative liquids, such as asphalt and tar. Dry felt paper is
manufactured by the Company in various weights depending upon production
requirements, customer demand and the ability of the Company's manufacturing
facility (the "Felt Mill") to produce it. The Felt Mill presently functions best
producing varying grades of heavyweight felt paper, primarily 38 lb. weight
paper. The Felt Mill consists of approximately 40 acres of land in Ouachita
County, Arkansas, just outside the city limits of Stephens, Arkansas.
Since August 1994, the Company's saturating lines have been idled
temporarily in order for it to concentrate on maximizing the potentially more
profitable sales of its dry felt paper product. The Company currently
anticipates resuming the manufacturing of asphalt-saturated felt and is
currently implementing improvements to the existing saturated paper lines which
would result in the production of a value-added product "Striker Lightning Fast
Felt," a patented saturated felt product for which the Company is the exclusive
licensee.
On May 5, 1995, the asset purchase transaction of the land, building
and equipment of Northern Globe Building Materials, Inc.'s idled dry felt mill
in Thorold, Ontario, Canada pursuant to the Asset Purchase Agreement between
Northern Globe Building Materials, Inc. (Northern), an independent third party
unrelated to the Company or any of its affiliates, and the Company dated
March 10, 1995, was consummated. The purchase price of the assets purchased was
1,345,790 shares of common stock of the Company and $250,000 cash. The
physical properties and assets purchased had formerly been used to manufacture
dry felt paper, but had not been in operation and had been idled and wholly
inactive for more than two years preceding their purchase by the Company. The
Company intends to reactivate the idled dry felt mill and produce dry felt at
Thorold, Ontario, Canada for sale to Northern and independent third parties in
the roofing industry. Sales to Northern will be pursuant to a supply agreement
entered into between the Company and Northern pursuant to which the Company
will supply Northern's three operating Canadian shingle and rolled roofing
facilities with a minimum of 15,000 tons of dry felt paper per year, seasonally
adjusted, for the period commencing on or about June 1, 1995 through December
31, 2000. The dry felt purchase price set forth in the supply agreement is
based on the mix of the raw materials used in the manufacture of the dry felt
and the market price of the raw materials.
The Company's offices are located at One Riverway, Suite 2450, Houston,
Texas 77056 and its telephone number is (713) 622- 4092.
RISK FACTORS
In evaluating the Company and its business, prospective investors
should carefully consider all of the information set forth in this Prospectus
and should give particular attention to the following risk factors.
HISTORY OF OPERATING LOSSES
The Company has incurred losses from operations in each year since
1991 and has a retained deficit of $2,069,795 at March 31, 1995. As of March
31, 1995, the Company had stockholders' equity of $5,194,458. While the
Company does not expect these losses to continue beyond the next fiscal year,
there can be no assurance that the Company will be able to generate operating
profits in the future.
NEED FOR ADDITIONAL FINANCING
The Company believes that it will need additional financing to develop
its business opportunities and improve its production facilities. While the
Company believes that such financing can be currently obtained at acceptable
terms, there can be no assurance that such financing will actually be available
on such terms in the future.
On May 4, 1995, the Company entered into a financing agreement with a
major U.S. lender. The financing agreement consists of a term loan based upon
the liquidation value of certain of the Company's fixed assets and a revolving
borrowing line of credit based upon eligible accounts receivable (collectively
"the Facility"). Advances under the Facility are limited to $2,500,000 in the
aggregate and bear interest at prime plus 3%. On May 4, 1995, the Company
received $1,000,000 of advances under the Facility, consisting of $590,000 of
advances under the term loan and $410,000 of advances under the revolving line
of credit.
The Company is currently negotiating a $2,000,000 (Canadian Dollar)
credit facility with a Canadian bank (the Canadian Facility). The Canadian
Facility would be comprised of a $500,000 (Canadian Dollar) revolver, and, a
$1,500,000 (Canadian Dollar) term facility to fund improvements to the existing
Thorold dry felt mill equipment while the Company believes the Canadian
Facility will be obtained there can be no assurance that such financing will
be obtained.
MANUFACTURING AND COMPETITION
The Company's success will depend on its ability to develop and improve
its manufacturing capacity and efficiency and on its ability to establish and
maintain a competitive position in the marketplace with its products. The
Company believes it has potential competitors in the United States with
substantially greater financial, technical, manufacturing and marketing
capabilities than the Company. The Company's competitors may develop products
or other manufacturing processes that are more effective than any which have
been or are being developed by the Company.
As a result of continued concern about rising raw material costs and
the uncertainty of the success of the Old Corrugated Container (OCC) gathering
operations of the Company, the Company entered into a pulp hedge contract (the
Hedge) effective July 1, 1994, with an international investor to effectively
hedge against rising raw material prices. The terms of the Hedge provide for a
fixed notional amount which is an approximation of the Company's estimate of
its pulp needs for such term. The Hedge provides that the amount of net gain or
loss, as applicable, is equivalent to the difference between the designated
strike price, as set forth in the Hedge confirmation, and the Company's imputed
cost. The Company's imputed cost is equivalent to the lesser of its actual
direct collection costs and 95 percent of the market price as quoted in
industry publications. During the year ended December 31, 1994, the Company
received $493,529 pursuant to the Hedge. During the quarter ended March 31,
1995, the Company received $310,824 pursuant to the Hedge. Such amounts have
been reflected as reductions of the Company's raw material costs. Effective
April 1, 1995, the Company renewed its Hedge at substantially higher cost
levels due to increasing raw material costs. Should the Hedge not be renewed at
favorable terms in the future the Company would be subject to the significant
price fluctuations in its raw material costs.
The success of the Company's Canadian operations will depend upon many
factors, including, but not limited to: (i) successfully refurbishing and
ractivating the Thorold dry felt mill, (ii) obtaining the Canadian Facility on
favorable terms, and (iii) the ability of the Company to operate the Thorold
dry felt efficiently and profitably in accordance with the supply agreement.
There can be no assurance that such factors can be acheived.
3
<PAGE> 5
POSSIBLE VOLATILITY OF STOCK PRICE
The market price of the Common Stock, like that of the securities of
other small, growth-oriented companies, may be highly volatile. There can be no
assurance that the market price of the Common Stock will remain at its present
level and any future changes in market price cannot be predicted as to timing or
extent. Past performance of the stock does not guarantee and should not be
construed to imply future performance. Factors such as announcements by the
Company or its competitors concerning technological innovations, new commercial
products or procedures, proposed government regulations and developments or
disputes relating to patents or proprietary rights may have a significant effect
on the market price of the Common Stock. Changes in the market price of the
Common Stock may have no connection with the Company's actual financial results.
UNCERTAINTY OF MARKET ACCEPTANCE; ANTICIPATED DEPENDENCE ON THIRD PARTIES FOR
MARKETING; LIMITED MARKETING EXPERIENCE
Achieving market acceptance for the Company's Lightning Fast Felt will
require substantial marketing efforts and the expenditure of significant amounts
of funds to inform potential customers, including in some cases third-party
distributors, of the distinctive characteristics and benefits of Lightning Fast
Felt. There can be no assurance that Lightning Fast Felt will ultimately be
accepted. There can be no assurance that the Company will be able to obtain
satisfactory arrangements with third-party distributors for the marketing of its
products or that the Company will realize substantial revenues from sales by
third-party distributors. Inasmuch as the Company has limited financial and
other resources to undertake extensive independent marketing activities, there
can be no assurance that the Company will be able to market Lightning Fast Felt
successfully.
LIMITED CUSTOMER BASE
The Company currently has fewer than 20 potential customers in the
United States for its dry felt products. These products account for a
significant amount of the Company's business and a loss of a small number of
these customers for any reason could have a material adverse effect on the
Company's operations. Further, there can be no assurance that the number of
potential customers for these products will increase in the near future.
ENVIRONMENTAL LIABILITY EXPOSURE; GOVERNMENTAL REGULATION
The Company is engaged in a business which may have an adverse
environmental effect on the area surrounding its production facility. Such
facility is regulated by federal and state governmental authorities. There can
be no assurance that such facility will not incur substantial liabilities as a
result of its production activities or that such facility will be able to meet
governmental requirements. In either instance, such a failure could result in a
material adverse effect on the operations of the Company.
The Company has agreed to a Consent Administrative Order (the Order),
issued pursuant to the authority of the Arkansas Water and Air Pollution
Control Act (Act 472 of 1949, as amended; Ark. Code Ann. paragraphs 84-100 et
seq.) and the regulations issued thereunder. This Order was effective August
17, 1992, and (i) requires the Company to file monthly water discharge
monitoring reports, whether or not any water is actually discharged, and (ii)
sets the discharge limitations with respect to the content of water being
discharged. The Company employs an environmental engineering firm to test water
discharges, if any, and to file all environmental regulatory reports required
of it in a timely and accurate manner.
SHARES ELIGIBLE FOR FUTURE SALE
As of the date of this Prospectus, the Company had issued and
outstanding 10,032,896 shares of Common Stock. If all of the shares issuable
upon exercise of the Warrants are issued, the Company will have an additional
633,335 shares of Common Stock outstanding, all of which will be eligible for
immediate resale into the public markets. The sale of such shares in the public
markets could have a material adverse effect on the trading price of the
Company's Common Stock.
4
<PAGE> 6
SELLING SECURITYHOLDERS
The following table sets forth the name of each Selling Securityholder
and certain information regarding the ownership and offering of Common Stock by
each Selling Securityholder.
<TABLE>
<CAPTION>
Amount Amount Percentage
Beneficially Beneficially Beneficially
Owned Owned Owned
prior to Amount following following
Name Offering Offered Offering Offering
---- -------- ------- -------- --------
<S> <C> <C> <C> <C>
Alejaminna Holdings, Inc. . . . . . . . . . . . . . . . . 528,333 133,333 395,000 3.70%
Kalgot, Inc. . . . . . . . . . . . . . . . . . . . . . . 273,333 133,333 140,000 1.31%
Samba, Inc. . . . . . . . . . . . . . . . . . . . . . . . 404,837 66,667 338,170 3.17%
Rigel, Inc. . . . . . . . . . . . . . . . . . . . . . . . 860,203 66,667 793,536 7.44%
Wyoming, Ltd. . . . . . . . . . . . . . . . . . . . . . . 407,778 83,334 324,444 3.04%
Cody, Ltd. . . . . . . . . . . . . . . . . . . . . . . . 410,789 83,334 327,455 3.07%
Jellyfish Development Corp. . . . . . . . . . . . . . . . 66,667 66,667 0 0.00%
</TABLE>
No Selling Securityholder or affiliate thereof has held any position or
office, or has had any material relationship with, the Company or any of its
affiliates, other than as a stockholder, within the past three years. The
Company will not receive any proceeds from the sale of the shares of Common
Stock offered hereby. Each Selling Securityholder may, but is not required to,
sell all of the shares of Common Stock registered by this registration
statement.
The Company will not receive any of the proceeds from the sale of the
shares of Common Stock offered hereby. However, the Company will receive
aggregate funds of between $1,266,670 and $1,678,338, depending on the timing of
the exercise of the Warrants. Each of the Warrants provides that the exercise
price of the Warrant is $2.00 per share if the Warrant is exercised on or before
June 30, 1995, such exercise price to be increased on the first day of each
calender quarter following June 30, 1995 until January 1, 1996, at which date
the exercise price will be and remain $2.65 until the expiration of the Warrant
on February 28, 1997.
PLAN OF DISTRIBUTION
The Selling Securityholders may offer the shares of Common Stock
subject to this Prospectus from time to time in one or more offerings through
underwriters, dealers or agents, or directly to one or more purchasers in fixed
price offerings, in negotiated transactions, at market prices prevailing at the
time of sale or at prices related to such market prices.
If underwriters are used in any offering of shares of Common Stock, the
underwriter or underwriters with respect to such offering will be named in a
Prospectus Supplement. Only underwriters named in a Prospectus Supplement will
be deemed to be underwriters in connection with the shares of Common Stock
offered thereby. Firms not so named will have no direct or indirect
participation in the underwriting of such Common Stock, although such a firm may
participate in the distribution of such Common Stock under circumstances
entitling it to a dealer's commission. Unless otherwise set forth in the
Prospectus Supplement relating to such offering, any underwriting agreement
pertaining to any offering of shares of Common Stock will (i) entitle the
underwriters to indemnification by the Company and the Selling Securityholders
against certain civil liabilities under the Securities Act; (ii) provide that
the obligations of the underwriters will be subject to certain conditions
precedent; and (iii) provide that the underwriters will be obligated to purchase
all shares of such Common Stock so offered if any shares are purchased. If
underwriters are used in any offering of Common Stock, the names of such
underwriters, the anticipated date of delivery and other material terms of the
transaction will be set forth in the Prospectus Supplement relating to such
offering.
5
<PAGE> 7
If a dealer is used in any offering of Common Stock, the Selling
Securityholder will sell such Common Stock to the dealer as principal. The
dealer may then resell such Common Stock to the public at varying prices to be
determined by such dealer at the time of resale. The name of the dealer and the
material terms of the transaction will be set forth in the Prospectus Supplement
relating to such offering.
Common Stock may be offered through agents designated by the Selling
Securityholders from time to time. Any such agent will be named, and the terms
of any such agency will be set forth, in the Prospectus Supplement relating
thereto. Unless otherwise set forth in such Prospectus Supplement, any such
agent will be acting on a best efforts basis for the period of its appointment.
Dealers or agents named in a Prospectus Supplement may be deemed to be
underwriters (within the meaning of the Securities Act) of the Common Stock
offered thereby. Unless otherwise set forth in the applicable Prospectus
Supplement, such dealers or agents may, under agreements with the Selling
Securityholders, be entitled to indemnification by the Company or the Selling
Securityholders against certain civil liabilities under the Securities Act.
Underwriters, dealers and agents may engage in transactions with or
perform services for the Company in the ordinary course of business.
Offers to purchase Common Stock may be solicited, and sales thereof may
be made, by the Selling Securityholders directly to one or more purchasers in
fixed price offerings, in negotiated transactions, at market prices prevailing
at the time of sale or at prices related to such market prices. Certain of such
purchasers may be deemed to be underwriters with respect to any resale by them
of Common Stock so acquired. This Prospectus may be delivered by any such
purchaser in connection with any such resales. Such resales may be through
underwriters, dealers or agents, or directly to one or more purchasers, all in
the manner described above.
LEGAL OPINION
The validity of the Common Stock offered hereby will be passed on for
the Company by Robert I. Beck, General Counsel of the Company.
EXPERTS
The audited consolidated financial statements as of and for the year
ended December 31, 1994 incorporated by reference in this prospectus and
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report dated March 10, 1995 with
respect thereto, and is included herein in reliance upon the authority of said
firm as experts in giving said report. Reference is made to said report which
includes an additional paragraph referring to Notes 1, 6, 7, 12, 13 and 14 to
the financial statements describing certain transactions with several
international investors which were shareholders and creditors of the Company
and thus related parties to the Company. Many of these transactions were
conducted through foreign partnership or corporate-type entities. The effect
of certain of these transactions was to increase net income for the year ending
December 31, 1994, by approximately $2,600,000 more than it would have been
had these transactions not occurred. The additional paragraph also discusses
operating losses incurred by the Company of $1,631,000 and $2,425,000 during
the years ended 1994 and 1993, respectively, and that the financial statements
referred to above were prepared based on the assumption that the Company will
continue operations. Management had implemented an operational realignment as
more fully discussed in Note 1 to the financial statements referred to above
and had obtained an agreement from an officer/shareholder and an international
investor to provide up to $3,000,000, if necessary, to allow the Company to
continue its normal operations.
6
<PAGE> 8
===============================================================================
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN, 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 AN OFFER TO BUY ANY OF
THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION CONTAINED 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.
---------------
TABLE OF CONTENTS
<TABLE>
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Selling Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . 5
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
</TABLE>
===============================================================================
===============================================================================
STRIKER INDUSTRIES, INC.
COMMON STOCK
----------------
P R O S P E C T U S
----------------
MAY ___, 1995
===============================================================================
<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses payable by the Company in connection with the
offering of the shares of Common Stock to be registered and offered hereby are
as follows:
<TABLE>
<S> <C>
SEC registration fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 776
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,000
Blue Sky fees and expenses (including legal expenses) . . . . . . . . . . . . . . . . . . 1,000
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 224
-------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action.
In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of such
action, and the corporation may not indemnify for amounts paid in satisfaction
of a judgment or in settlement of the claim. In any such action, no
indemnification may be paid in respect of any claim, issue or matters as to
which such person shall have been adjudged liable to the corporation, except as
otherwise approved by the Delaware Court of Chancery or the court in which the
claim was brought. In any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses.
The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith in a manner he reasonably believed to be
in, or not opposed to, the best interests of the corporation and, in the case of
criminal actions or proceedings, the person had no reasonable cause to believe
his conduct was unlawful. There are additional limitations applicable to
criminal actions and to actions brought by or in the name of the corporation.
The determination as to whether a person seeking indemnification has met the
required standard of conduct is to be made (1) by a majority vote of a quorum of
disinterested members of the board of directors, or (2) by independent legal
counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct, or (3) by the stockholders.
The Company's Bylaws require the Company to indemnify the Company's
directors to the same extent as Section 145 of the Delaware General Corporation
Law. The Company's Amended Certificate of Incorporation limits the personal
liability of a director to the Company or its stockholders to damages for breach
of the director's fiduciary duty to the fullest extent permitted by the Delaware
General Corporation Law, as the same exists or may hereafter be amended.
II-1
<PAGE> 10
ITEM 16. EXHIBITS.
The following is a list of all the exhibits filed as part of the
Registration Statement.
EXHIBITS
<TABLE>
<CAPTION>
Number
------
<S> <C>
4.1 -- Form of Warrant (incorporated herein by reference to Exhibit 10.8 to the Company's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 1994)
5.1 -- Opinion of Robert I. Beck, Esq. as to the legality of the Common Stock
23.1 -- Consent of Robert I. Beck, Esq. (included in Exhibit 5.1)
23.2 -- Consent of Arthur Andersen LLP
24.1 -- Power of Attorney (included as part of the signature page of this Registration Statement)
</TABLE>
ITEM 17. 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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.
(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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act 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.
II-2
<PAGE> 11
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
Securities and Exchange 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
Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE> 12
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-3 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Houston,
State of Texas on May 25, 1995.
STRIKER INDUSTRIES, INC.
By: \s\ David A. Collins
-------------------------------------
David A. Collins
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of Striker Industries, Inc.,
do hereby constitute and appoint each of David A. Collins and Matthew D. Pond
our true and lawful attorneys and agents, to do any and all acts and things in
our name and on our behalf in our capacities as directors and officers, and to
execute any and all instruments for us and in our names in the capacities
indicated below, which such attorneys and agents may deem necessary or advisable
to enable the corporation to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with the filing of this Registration Statement,
including specifically without limitation power and authority to sign for us or
any of us, in our names in the capacities indicated below, any and all
amendments hereto; and we do hereby ratify and confirm all that such attorneys
and agents shall 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, who constitute
a majority of the board of directors of the Company, in the capacities
indicated, on May 25, 1995.
Signature Title
--------- -----
\s\ David A. Collins Chairman of the Board of Directors
------------------------------------
David A. Collins
\s\ Matthew D. Pond Chief Financial Officer (Principal
------------------------------------ Accounting Officer and Principal Financial
Matthew D. Pond Officer), Secretary, Treasurer and Director
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Number Item
------ ----
<S> <C>
4.1 -- Form of Warrant (incorporated herein by reference to Exhibit 10.8 to the Company's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 1994)
5.1 -- Opinion of Robert I. Beck, Esq., as to the legality of the Common Stock.
23.1 -- Consent of Robert I. Beck, Esq. (included in Exhibit 5.1)
23.2 -- Consent of Arthur Andersen LLP
24.1 -- Power of Attorney (included as part of the signature page of this Registration Statement)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
May 25, 1995
Striker Industries, Inc.
One Riverway, Suite 2450
Houston, Texas 77056
Re: Registration of 633,335 Shares of Common Stock, Par Value $0.20
Per Share of Striker Industries, Inc.
Gentlemen:
I am acting as general counsel of Striker Industries, Inc., a Delaware
corporation (the "Company"), in connection with the issuance of up to 633,335
shares of Common Stock of the Company, par value $0.20 per share (the "Shares"),
upon exercise of certain Warrants to Purchase Common Stock of the Company
Expiring February 28, 1997 (the "Warrants"). In rendering the opinion expressed
below, I have examined originals or copies of the corporate records, documents
and other instruments as in my judgment are necessary and appropriate to enable
me to render the opinion expressed below. In all such examinations, I have
assumed the genuineness and authenticity of all documents submitted to me as
certified or photostatic copies. To the extent the opinion expressed below
involves factual matters, I have relied on conversations and certificates of
executive officers of the Company and certificates of governmental authorities.
Based on the foregoing, I am of the opinion that the Shares are duly
authorized and, when issued upon exercise of the Warrants, will be validly
issued, fully-paid and nonassessable shares of the Company's Common Stock.
This opinion is limited to the matters expressly stated herein and no
other or more extensive opinion is implied or may be inferred beyond the matters
stated herein. I am an attorney licensed to practice only in the State of Texas
and, accordingly, this opinion is limited to the laws of the State of Texas, the
corporation laws of the state of Delaware and the laws of the United States.
This opinion is rendered solely for your benefit and may not be relied on or
used by any other person for any reason without my prior written consent.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-3 filed by the Company to effect registration
of the Shares under the Securities Act of 1933, as amended, and to the reference
to me under the caption "Legal Matters" in the Prospectus constituting a part of
such Registration Statement.
Very truly yours,
/s/ Robert I. Beck
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
March 10, 1995 included in Striker Industries, Inc.'s Form 10-KSB for the year
ended December 31, 1994, and to all references to our Firm included in this
registration statement whereby Striker Industries, Inc. is registering 633,335
shares of common stock on Form S-3. Reference is made to said report which
includes an additional paragraph referring to Notes 1, 6, 7, 12, 13 and 14 to
the financial statements describing certain transactions with several
international investors which were shareholders and creditors of the Company
and thus related parties to the Company. Many of these transactions were
conducted through foreign partnership or corporate-type entities. The effect of
certain of these transactions was to increase net income for the year ended
December 31, 1994, by approximately $2,600,000 more than it would have been
had these transactions not occurred. The additional paragraph also discusses
losses incurred by the Company of $1,631,000 and $2,425,000 during the years
ended 1994 and 1993, respectively, and that the financial statements referred
to above were prepared based on the assumption that the Company will continue
operations. Management had implemented an operational realignment as more fully
discussed in Note 1 to the financial statements referred to above and had
obtained an agreement from an officer/shareholder and an international investor
to provide up to $3,000,000, if necessary, to allow the Company to continue its
normal operations.
/s/ ARTHUR ANDERSEN LLP
Houston, Texas
May 25, 1995
