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Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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FLORAFAX INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 41-0719035
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
8075 20TH STREET
VERO BEACH, FLORIDA 32966
(561) 563-0263
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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with copies to:
JAMES H. WEST DREW R. FULLER, JR. or
PRESIDENT HOLLY H. FULLER
FLORAFAX INTERNATIONAL, INC. CAUTHORN HALE HORNBERGER FULLER
8075 20TH STREET SHEEHAN & BECKER INCORPORATED
VERO BEACH, FLORIDA 32966 700 NORTH ST. MARY'S STREET, SUITE 620
(561) 563-0263 SAN ANTONIO, TEXAS 78205
(210) 271-1700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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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]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please 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(c) 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Registered Proposed maximum Proposed maximum Amount of registration
Securities to be Registered (1) offering price per unit aggregate offering Price fee (2) (3)
(2) (2)
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Common Stock, par value, 342,500 $15.438 $5,287,515.00 $1,469.93
$.01 per share
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(1) Plus such indeterminate number of shares of the Company's Common Stock as
may be issuable by reason of the operation of the anti-dilution provisions
described in those certain non plan option agreements to which this Registration
Statement relates.
(2) Pursuant to Rule 457(g)(3) the registration fee is calculated pursuant to
Rule 457(c), computed based upon the average of the bid and asked prices of the
Company's Common Stock as reported on the NASDAQ Small Cap Market, on April 16,
1999, which price is used solely for the purpose of calculating the registration
fee.
(3) The Company has agreed to pay certain expenses of this offering as described
in Part II, Item 14 of the Registration Statement.
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.
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" WHICH BEGIN ON P. 6 OF THE ACCOMPANYING PROSPECTUS.
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PROSPECTUS
342,500 SHARES
FLORAFAX INTERNATIONAL, INC.
COMMON STOCK
The shares of common stock, par value $.01 (the "Common Stock"), of
Florafax International, Inc. (the "Company") offered hereby represent shares
issuable upon the exercise of certain non-qualified stock options (the
"Options") previously granted to the selling security holders named herein (the
"Selling Security Holders"). Although the Company will not receive any of the
proceeds from the sale of the shares of Common Stock offered hereby, the Company
has received or will receive various amounts aggregating $1,319,750.00 upon the
exercise of the Options. ALL EXPENSES OF REGISTRATION INCURRED IN CONNECTION
WITH THIS OFFERING ARE BEING BORNE BY THE COMPANY; HOWEVER, ALL SELLING AND
OTHER EXPENSES INCURRED BY THE SELLING SECURITY HOLDERS WILL BE BORNE BY THEM.
SEE "SELLING SECURITY HOLDERS."
The shares of Common Stock offered hereby may be sold from time to time
by Selling Security Holders named herein under the caption "Selling Security
Holders" through underwriters, dealers, 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 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 Security
Holders, 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 DEALERS AND AGENTS. THE COMPANY
HAS AGREED TO PAY CERTAIN EXPENSES OF REGISTERING THE SHARES OF COMMON STOCK
OFFERED HEREBY, INCLUDING FILING FEES, LEGAL, ACCOUNTING AND MISCELLANEOUS
EXPENSES IN CONNECTION WITH REGISTRATION, AND HAS AGREED TO INDEMNIFY THE
SELLING SECURITY HOLDERS AGAINST CERTAIN LIABILITIES, INCLUDING CERTAIN
LIABILITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").
SEE "PLAN OF DISTRIBUTION."
The Company's Common Stock is traded on the NASDAQ Small Cap Market
("NSCM") under the symbol "FIIF." On April 16, 1999, the reported closing of
the price of the Company's Common Stock was $15.438 per share.
The shares of Common Stock offered hereby have not been registered under
the blue sky or securities laws of any jurisdiction, and any broker or dealer
should assure itself of the existence of an exemption from registration or
effect of such registration in connection with the offer and sale of such
shares.
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" WHICH BEGINS ON PAGE 6.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
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 April 20, 1999.
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AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). 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 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. Statements in this Prospectus as to the contents of exhibits are not
necessarily complete, and each statement is qualified in all respects by
reference to the copies of documents filed or incorporated by reference as
exhibits to the Registration Statement or otherwise filed with the Commission.
See also "Incorporation of Certain Documents by Reference." The Company is
subject to the informational requirements of 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, NW, 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, NW, Room 1024, Washington, D.C.
20549. The public may obtain information on the operation of the Public
Reference Section by calling the Commission at 1-800-SEC-0330. In addition, the
Commission maintains an internet site that contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the Commission. The address of such site is:
http://www.sec.gov. The Company's internet address is:
http://www.flowerclub.com.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-KSB (as amended pursuant to Form
10-KSB/A) for the fiscal year ended August 31, 1998; Quarterly Reports on Form
10-QSB for the fiscal quarters ended February 28, 1998, May 31, 1998, November
30, 1998 (as amended pursuant to Form 10-QSB/A) and February 28, 1999; Current
Report on Form 8-K dated December 11, 1998; Registration Statement on Form S-4
dated April 12, 1999 and all other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since August 31, 1998 are hereby
incorporated herein by reference. The shares of Common Stock registered pursuant
to the Registration Statement of which the Prospectus is a part are of the same
class of securities of the Company currently registered under Section 12 of the
Exchange Act. The description of the Common Stock contained in previous
registration statements, as amended by the Company's Restated Certificate of
Incorporation, and any amendment or reports filed which update such
registration, 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
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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 Florafax International, Inc., 8075 20th Street,
Vero Beach, Florida 32966, telephone number (561) 563-0263, attention Mr. Kelly
S. McMakin.
THE COMPANY
The Company is principally engaged in the flowers-by-wire business of
generating floral orders and providing floral order placement services to retail
florists throughout the United States. The Company is also engaged in the
business of credit and charge card processing for third parties.
FLOWERS-BY-WIRE
The Company operates a flowers-by-wire business which enables the
Company's member florists, who are independent owners, to send and deliver
floral orders throughout the United States. The Company transacts floral orders
between florists primarily by telephone or by the Company's order allocation
system. Flowers-by-wire is the Company's primary business segment, accounting
for 91% of net revenue in 1998 and 90% in 1997.
The Company's order allocation system has the ability to distribute
orders ratably to its member florists. Based on the Company's management
experience in the flowers-by-wire business and its observation of other wire
services, the Company believes that most other wire services typically do not
select the florist to receive an order in an equitable manner, but simply
require the florist that originates the order to select the shop that will fill
that order. On the Company's system, once an order is taken, the system analyzes
the area to ascertain which member florist will deliver to that location. The
system then determines which florist should receive that order based on the
distribution criteria. One of the distribution criteria is that all member
florists receive a fair number of orders. Once the system determines which
florist is to receive the order, the order is sent via facsimile or telephone.
As a result, management believes that the Company's order allocation system is
presently the only system in the industry that distributes orders fairly to
member florists.
Traditionally, floral orders originated with one florist and were then
filled by another florist. However, during the past several years, the Company
has been generating a significant portion of floral orders through the Company's
wholly owned subsidiary, The Flower Club(TM). The Flower Club(TM) has written
agreements with numerous nationally recognized companies, including airlines,
credit card issuers, retailers and other businesses, which allow it to generate
orders by marketing directly to the customers of these companies by inserting
flyers into the customers' periodic statements. To order through The Flower
Club(TM), the consumer dials a toll free number and places the order at one of
the Company's order entry locations. The order is then transmitted to member
florists via the order allocation system. The Flower Club(TM) products and
handling fees accounted for gross revenues of approximately $21,500,000 in 1998
compared to traditional shop-to-shop orders which resulted in gross revenues of
approximately $9,750,000 in 1998.
Florists, and their advertisements, are listed in the "Florafax
Directory," which is published and distributed several times a year. The Company
produces the "Florafax Directory," brochures and sales and promotional materials
for use by the Company and the Company's member florists.
The Company's flowers-by-wire business is dependent upon an adequate base
of member florists. The Company recruits member florists principally through
advertisement and direct solicitation. A florist applying to become a member is
evaluated to determine his or her ability to operate in accordance with the
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Company's rules and regulations, to provide a quality product and to comply with
the credit policies the Company establishes. Member florists are eligible to
receive orders from, and send orders to, any other member or directly to the
Company's order entry locations. If member florists choose to send orders
directly to other members, they can circumvent the Company's order allocation
system, which could affect the profitability of the Company's order allocation
system.
When a member florist places a floral order, he or she selects another
florist from the Florafax Directory near the desired point of delivery and
contacts the selected florist by use of the telephone or fax machine. In the
event a florist cannot find a florist to fulfill the order in the area they wish
to send an order, they can call the Company's order entry department, and the
Company will place the order. The sending florist is paid by the customer for
the purchase, and the receiving florist, who is responsible for designing and
delivering the flowers to the recipient, will be paid by the Company. The
Company is capable of placing floral orders virtually anywhere in the world.
Member florists are on a "reporting plan" under which the sending florist
normally pays the Company 80% of the sales price, and the Company generally pays
the receiving florist 71% of the sales price, retaining 9% for the Company's
processing services. Under this "reporting plan" the Company is normally not
aware of the transaction until the receiving florist reports the order.
Accordingly, accounting recognition of the revenue on floral shop to floral shop
transactions does not occur until the order is reported to the Company. Included
in floral order processing are revenues generated by The Flower Club(TM).
Revenues and associated costs related to floral orders generated by The Flower
Club(TM) are recorded in the month that the order is filled, as the revenue
process is complete and the Company has the information needed to record the
transaction.
The flowers-by-wire business is seasonal in that its member florists send
a much higher volume of orders during the weeks preceding Thanksgiving,
Christmas, Valentine's Day, Easter and Mother's Day. In response to this
seasonality and to generate additional business for its member florists, the
Company formed The Flower Club(TM) to generate additional orders by pursuing
relationships with nationally recognized corporations. The Company engages in
joint marketing campaigns with these corporations not only during holidays, but
also during nonseasonal periods in an effort to provide member florists with
orders during slow periods of the year. Management expects to continue to
generate a significant number of the Company's orders through The Flower
Club(TM).
Historically, an independent marketing firm established and serviced the
corporate relationships of The Flower Club(TM). However, the Company believes
that the Company can achieve greater growth by operating the Company's own
marketing department. Accordingly, during 1998 the Company acquired the
operations of the independent marketing firm and now manages its primary
marketing functions internally.
During 1997, the Company developed and began marketing a new product
called Talking Bouquet. Talking Bouquets allow the sender of a flower
arrangement to record a personal voice greeting to be retrieved by the recipient
of the flower arrangement. In addition, the Company has formed a relationship
with a firm in the gift basket industry that allows the Company's systems to
interface and transmit purchases so that the Company never needs to take
possession of or ship the products. This relationship allows the Company to
offer products other than flowers to The Flower Club(TM) customers as well as
member florists. Gift baskets are distributed through member florists and also
by direct shipment to the consumer.
CREDIT AND CHARGE CARD PROCESSING
Through the Company's wholly-owned subsidiary, Credit Card Management
System, Inc. ("CCMS"), the Company makes an electronic credit card and charge
card processing system, known as FloraCash, available to the Company's members.
The FloraCash processing system allows merchants to accept credit cards and
charge cards by automatically providing authorization codes for each transaction
and capturing all
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the transaction data electronically. The FloraCash system allows florists and
non-floral merchants to receive frequent, automatic deposits directly to their
bank accounts. The Company sells and leases FloraCash terminals and optional
printers at competitive rates.
The Company's principal executive offices are located at 8075 20th
Street, Vero Beach, Florida 32966, telephone number (561) 563-0263.
RECENT DEVELOPMENTS
PROPOSED MERGER
As more fully described on Form S-4 dated April 12, 1999, the Company
announced plans to merge with Gerald Stevens, Inc. ("Gerald"). In the merger,
the Company will issue Gerald stockholders between 1.25 and 1.35 shares of the
Company's Common Stock for each share of Gerald common stock they own. The exact
exchange ratio will depend on the average daily closing sales price of the
Company's Common Stock on The Nasdaq Small Cap Market for the 45 consecutive
trading days immediately preceding the third trading day prior to the the
Company's annual meeting. The Company sets out the ranges of daily closing sales
prices and related exchange ratios in the following table:
AVERAGE DAILY
CLOSING SALE PRICE EXCHANGE RATIO
less than $5.00/share 1.25 shares
equal to or greater than
$5.00 but less than
$6.50/share 1.30 shares
equal to or greater than
$6.50/share 1.35 shares
The daily closing sales price of the Company's Common Stock has remained
above $6.50 per share since November 23, 1998. Because of this, the Company
expects the exchange ratio to be 1.35 shares of the Company's Common Stock for
each share of Gerald common stock. The Company expects that approximately 20.8
million shares of Gerald common stock will be outstanding at the time the
Company completes the merger. Therefore, the Company expects to issue
approximately 28.1 million shares of the Company's Common Stock to Gerald
stockholders in connection with the merger. Based on the Company's recent range
of daily closing sales prices on The Nasdaq Small Cap Market of $14 to $21 per
share, the aggregate value of the shares to be issued to Gerald stockholders
would range from approximately $393.4 million to $590.1 million. The Company's
stockholders will not receive any shares of Common Stock in the merger. Gerald
will become the Company's wholly-owned subsidiary when the merger is completed.
OWNERSHIP OF FLORAFAX AFTER THE MERGER
The Company estimates that the shares of its Common Stock to be issued to
Gerald stockholders in the merger will represent approximately 77.5% of the
total outstanding shares of the Company's Common Stock following the merger.
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BOARD OF DIRECTORS AND MANAGEMENT FOLLOWING THE MERGER
In connection with the merger, the Company will ask its stockholders to
elect the five director nominees to serve on the Company's board of directors.
Four of the director nominees, Steven R. Berrard, Thomas C. Byrne, Gerald R.
Geddis and Kenneth R. Royer, were nominated by Gerald and currently serve on the
Gerald board of directors. One director nominee, Andrew W. Williams, was
nominated by the Company and currently serves on its board of directors.
After the merger, the Company's executive officers will be:
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NAME POSITION
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Gerald R. Geddis Chief Executive Officer and President
Albert J. Detz Senior Vice President and Chief Financial Officer
Adam D. Phillips Senior Vice President, Chief Administrative Officer,
General Counsel and Secretary
Steven J. Nevill Senior Vice President and Chief Information Officer
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INQUIRY BY NASD
In December, 1998, the Company was notified by the National Association
of Securities Dealers, Inc. that they had commenced an inquiry into the trading
activity in the Company's Common Stock during the period leading up to the date
the Company publicly announced that it had entered into the merger agreement
with Gerald. The Company has cooperated with the NASD in the conduct of their
inquiry.
AUDIT BY IRS
In March, 1999, the Company was notified by the Internal Revenue Service
that they plan to audit its tax return for fiscal year 1997. The Company does
not believe that this audit will have a material adverse impact on its financial
statements or its financial condition.
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.
PROPOSED MERGER
As of the date of this Registration Statement, the Company cannot
guarantee whether the merger, as described in the "Recent Developments" section
of this Registration Statement, will be consummated and what effect, if any,
such merger will have on the trading price of the Company's Common Stock.
However, the holders of a majority of the shares of the Company's Common Stock
previously executed irrevocable voting agreements to vote for the merger. In
addition, the Commission has accepted the Form S-4, which calls for the
registration of additional shares of Common Stock to be issued if the merger is
consummated. See the "Risk Factors" section as set forth in Form S-4 for the
risks associated with consummation of the merger.
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HISTORY OF OPERATING LOSSES
The Company incurred losses of $401,000.00 and $311,000.00, respectively,
during fiscal years 1993 and 1994; however, during fiscal year 1995, the Company
reported a net income of $707,000.00, and during fiscal year 1996, the Company
reported a net income of $2,262,000.00. During fiscal year 1997, the Company
reported net income of $3,433,000.00, and for the year ended August 31, 1998,
the Company reported a net loss of $623,000.00. The loss was primarily a result
of the Company recording a one time non cash charge to earnings in the amount of
$3,495,000.00 related to intangible assets. In addition, for the six months
ended February 28, 1999, the Company is reporting a net loss in the amount of
$2,250,000.00, resulting from merger expenses in the amount of $2,255,000.00 and
non cash compensation expenses in the amount of $1,373,000.00.
COMPETITION
The flowers-by-wire industry is principally comprised of six companies. A
major portion of all flowers-by-wire transactions are processed by Florists'
Transworld Delivery Association (FTD), a cooperative organization of retail
florists. Because many florists subscribe to more than one flowers-by-wire
service, competition is intense. Usage can be affected by the quality and cost
of services offered by each company, promotional programs, industry reputation
and traditional patterns of usage employed by the sending florist.
In the credit card industry, there are many banks and other companies
which process credit and charge card transactions on behalf of their business
clients. Most of these companies have greater revenues and process more
transactions than the Company. In addition, some of the Company's
flowers-by-wire industry competitors provide credit card processing services to
their members. The selection of one credit card processor over another can be
affected by a variety of factors including price, services offered and the
capability of providing specialized functions to accommodate the particular
credit card processing requirements of certain businesses. The Company believes
that its credit card processing services are competitive in the retail and
wholesale floral industry in particular and in the general credit card
processing industry as a whole.
The total sales volume of the Company, in each of the industries in which
it competes, constitutes only a minor portion of the total available market.
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. Historically,
the Common Stock has experienced low trading volume. 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 Common 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.
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SHARES ELIGIBLE FOR FUTURE SALE
As of the date of this Registration Statement, the Company has
outstanding 8,153,528 shares of Common Stock, the Company has outstanding stock
options to purchase 895,250 shares of its Common Stock, and the Company has
outstanding warrants to purchase 239,948 shares of its Common Stock. If all of
the shares issuable upon exercise of these options and warrants are issued, the
Company will have an additional 1,135,198 shares of Common Stock outstanding,
all of which will be eligible for resale into the public markets after any
applicable vesting periods. 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.
NASDAQ LISTING AND MARKET ILLIQUIDITY
As of the date of this Registration Statement, the Common Stock of the
Company is now listed on the NSCM. Continued inclusion of such securities on the
NSCM will, unless the NASD grants a specific exemption from any particular
requirement, require that (i) the Company maintain at least $2,000,000 in net
tangible assets; market capitalization of $35,000,000, or net income of $500,000
in the most recently completed fiscal year or in two of the three most recently
completed fiscal years, (ii) the minimum bid price for the Common Stock be at
least $1.00 per share, (iii) the public float consist of at least 500,000 shares
of Common Stock, valued in the aggregate at more than $1,000,000, (iv) the
Common Stock have at least two (2) registered market makers and (v) the Common
Stock be held by at least 300 holders. If the Company is unable to satisfy such
maintenance requirements, the Company's securities may be de-listed from the
NSCM. In such event, trading, if any, in the Common Stock would thereafter be
conducted in the over-the-counter market in the so-called "pink sheets" or the
"NASD's OTC Electronic Bulletin Board."
The Company has applied for a listing on the NASDAQ National Market;
however, as of the date of this Registration Statement, NASDAQ has not indicated
to the Company whether it will approve or reject such application.
NO PROTECTION FROM CERTAIN BUSINESS COMBINATIONS
At the January 7, 1994 annual meeting of the stockholders of the Company,
a proposal was approved which provided for the amendment of the Company's
Restated Certificate of Incorporation to include one article therein which
specifically removes the Company from the provisions of Section 203 of the
Delaware General Corporation Law (the "DGCL"). The effect of this article is
that the provisions of this section of the DGCL, which were enacted with the
intent to prevent abusive takeover tactics, especially with regard to takeover
by owners of large blocks of the Company's stock, are not applicable to the
Company. The Company has several shareholders who, either acting alone, or in
concert with other shareholders, would be prevented from effecting certain
business combinations with the Company if this provision of the DGCL were still
applicable to the Company. Therefore, any purchaser of the Common Stock offered
hereby should realize that, unlike most corporations chartered under the DGCL,
the Company is not prevented from engaging in business combinations with
affiliates or other interested stockholders. The entire text of Section 203 of
the DGCL should be reviewed by any potential purchaser of the Common Stock
offered hereby prior to any contemplated purchase.
DEPENDENCE UPON KEY PERSONNEL
Mr. Andrew W. Williams has been Chairman of the Board since November of
1992, Chief Executive Officer of the Company since September of 1994 and
previously served as President of the Company. Mr. James H. West has been Chief
Financial Officer of the Company since February of 1993, President of the
Company since November of 1994 and Chief Operating Officer of the Company since
August of 1994.
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Messrs. Williams and West have been primarily responsible for directing the
corporate strategy of the Company since the date they joined the Company. The
loss of either of these individuals could have an adverse effect on the Company.
VOTING CONTROL
As of the date of this Registration Statement, the directors and
executive officers of the Company, as a group, now have sole voting and
investment power of approximately thirty-seven percent (37%) of the Company's
outstanding Common Stock, assuming that all shares to be offered hereby are
sold. In addition, Laifer Capital Management, Inc. ("Laifer") has the sole
voting and investment power of approximately twenty-three percent (23%) of the
Company's outstanding Common Stock. Therefore, either the directors and
executive officers of the Company, or Laifer, or both, exercise practical voting
control over the affairs of the Company.
PRODUCT CONCENTRATION
Ninety-one percent (91%) of the Company's net revenues for fiscal year
1998 were derived from the Company's flowers-by-wire business. In the fiscal
years ended August 31, 1997 and 1996, the Company's flowers-by-wire business
comprised ninety percent (90%) and eighty-eight percent (88%) respectively of
the Company's net revenues. Therefore, although the Company's net revenues are
not as concentrated in the flowers-by-wire business as in past years, the
Company is highly dependent on the competitive market for generation of
revenues.
MAJOR CUSTOMER DEPENDENCE
The Company's wholly-owned subsidiary, CCMS, provides Service Corporation
International ("SCI") with credit card and charge card processing services to
its funeral and cemetery divisions. During fiscal year 1995, CCMS received
estimated net revenues of $109,200.00 from SCI. During fiscal year 1996, CCMS
received estimated net revenues of $139,000.00 from SCI. During fiscal year
1997, CCMS received estimated net revenues of $217,000.00 from SCI, and during
fiscal year 1998, CCMS received estimated net revenues of $274,000.00 from SCI.
NO DIVIDENDS
The Company has not declared a dividend since 1982. Because of the
Company's Accumulated Deficit, which was approximately $6,373,000.00 as of
February 28, 1999, it is unlikely that the Company will be legally able, or
would otherwise, declare a dividend. Lack of payment of dividends severely
affects the liquidity and marketability of an investment in shares of the Common
Stock.
SELLING SECURITY HOLDERS
The following table sets forth the name of each Selling Security Holder,
the nature of any position, office, or other material relationship which such
Selling Security Holders have had with the Company or any of its predecessors or
any of its affiliates within the last three (3) years, and certain information
regarding the ownership and offering of the Common Stock by each Selling
Security Holder.
9
<PAGE> 11
<TABLE>
<CAPTION>
Amount Amount Percentage
Beneficially Beneficially Beneficially
Current Owned Owned Owned
Relationship prior to Amount following following
Name To Company Offering Offered Offering Offering
- ---- ---------- -------- ------- ---------- ---------
<S> <C> <C> <C> <C> <C>
James H. West President, Chief 380,321 75,000 305,321 3.4%
Operating Officer,
Chief Financial
Officer and Director
(1), (2)
Kelly S. McMakin Vice President, 100,550 30,000 70,550 0.79%
Chief Accounting
Officer and Secretary (3)
T. Craig Benson (4) 312,500 37,500 275,000 3.5%
Andrew W. Williams Chairman of the 1,137,303 150,000 987,303 11.0%
Board and Chief
Executive Officer (5)
James J. Pagano Vice President- 55,500 50,000 5,500 0.06%
Marketing (6)
</TABLE>
The Company will not receive any proceeds from the sale of the shares of
Common Stock offered hereby. The Company has received or will receive various
amounts of approximately or 1,319,750.00 upon exercise of all of the Options,
and will use such proceeds for general working capital and general corporate
purposes.
(1) Mr. West, 44, was elected Vice President, Treasurer and Chief
Financial Officer of the Company on February 5, 1993. On January
7, 1994, Mr. West was elected Chief Operating Officer, and on
August 8, 1994, he was elected Secretary, of the Company. On
November 17, 1994 he was elected President. He has been a Director
of the Company since January, 1994. Of the 380,321 shares
beneficially owned by Mr. West prior to the offering, Mr. West has
the right to acquire 56,250 shares within sixty (60) days of the
date of this Registration Statement pursuant to options previously
granted under miscellaneous Company plans.
(2) On August 28, 1994, pursuant to Mr. West's employment agreement,
the Company committed to loan $70,000, bearing an interest rate of
7.75% per annum, to Mr. West, of which $57,000 was advanced on the
date of the loan. On November 7, 1994, the Company advanced to Mr.
West an additional $5,000 under the terms of the original $70,000
commitment. The loan is secured by real estate owned by Mr. West
and will be repaid upon liquidation of the real estate. As of
August 31, 1998, the carrying value on this note, including
interest, was approximately $37,000.00.
(3) Mr. McMakin, 37, was elected Vice President and Treasurer of the
Company on November 17, 1994, and on February 6, 1995, he was
elected Secretary of the Company. From June, 1993, to the present,
Mr. McMakin has been Controller of the
10
<PAGE> 12
Company. From May, 1988, through May, 1993, Mr. McMakin was
Controller of M.P.I.I., Inc., which is in the funeral, cemetery
and insurance business. Mr. McMakin remains as Vice President,
Secretary and Treasurer. Of the 100,550 shares beneficially owned
by Mr. McMakin prior to the offering, Mr. McMakin has the right to
acquire 33,750 shares within sixty (60) days of the date of this
Registration Statement pursuant to options previously granted
under miscellaneous Company plans.
(4) Mr. Benson, 36, is President of the Corporate Equities Division of
Service Corporation International headquartered in Houston, Texas.
Service Corporation International is the largest publicly held
funeral home/cemetery company in the world. Mr. Benson also serves
as a Director of Equity Corporation International and Tanknology
Environmental, Inc. From March, 1991 through March 10, 1999, Mr.
Benson was a Director of the Company. Of the 312,500 shares
beneficially owned by Mr. Benson prior to the offering, Mr. Benson
has the right to acquire 60,000 shares within sixty (60) days of
the date of this Registration Statement pursuant to options
previously granted under miscellaneous Company plans.
(5) Mr. Williams, 46, is, and has been for the past eleven years, the
President of A.W.W., P.A., a private accounting firm in Vero
Beach, Florida. Since August, 1990, He has served as Chairman and
CEO of Equity Resource Group of Indian River County, Inc. Mr.
Williams was elected Chairman of the Board in November, 1992 and
has been a Director of the Company since December, 1988. In
September, 1994, Mr. Williams was elected CEO of the Company. Of
the 1,137,303 shares beneficially owned by Mr. Williams prior to
the offering, Mr. Williams has the right to acquire 150,000 shares
within sixty (60) days of the date of this Registration Statement
pursuant to options previously granted under miscellaneous Company
plans.
(6) Mr. Pagano, 44, was elected Vice President-Marketing of the
Company and Executive Vice President of The Flower Club
International, Inc., a wholly-owned subsidiary of the Company in
January, 1998. From 1991 through January, 1998, Mr. Pagano was
President of Media VI - Radio Broadcasting, an entity that
operates radio stations throughout Florida.
PLAN OF DISTRIBUTION
The Selling Security Holders 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 may (i) entitle the
underwriters to indemnification by the Company and the Selling Security Holders
against certain civil liabilities under the Securities Act; (ii) provide that
the obligations of the underwriters will be subject to certain
11
<PAGE> 13
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.
If a dealer is used in any offering of Common Stock, the Selling Security
Holder 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
Security Holders 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
Security Holders, be entitled to indemnification by the Company or the Selling
Security Holders 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 Security Holders 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 Cauthorn Hale Hornberger Fuller Sheehan & Becker Incorporated, of San
Antonio, Texas.
EXPERTS
The consolidated financial statements of Florafax International, Inc.
appearing in Florafax International, Inc.'s Annual Report (Form 10-KSB/A) for
the year ended August 31, 1998 have been audited by Ernst & Young, L.L.P.,
independent certified public accountants, as set forth in their reports thereon
(which contain an explanatory paragraph describing a restatement of the
Company's 1998 consolidated financial statements as described in Note 15 to the
consolidated financial statements) included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
12
<PAGE> 14
COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACTS LIABILITIES
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or controlling persons of the
Company pursuant to the foregoing provisions or the provisions of the Company's
Restated Certificate of Incorporation, its Bylaws, or the DGCL, or otherwise,
the Company 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 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.
13
<PAGE> 15
================================================================================
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
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Recent Developments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Selling Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Commission Position on Indemnification
for Securities Acts Liabilities . . . . . . . . . . . . . . . . . . . . 13
FLORAFAX
INTERNATIONAL, INC.
COMMON STOCK
----------
P R O S P E C T U S
----------
April 20, 1999
14
<PAGE> 16
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 $ 1,469.93
Legal fees and expenses $ 1,500.00
Accounting fees and expenses $ 6,000.00
Miscellaneous (including printing and engraving fees) $ 0
-------
Total $ 8,969.93
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the DGCL 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.
15
<PAGE> 17
The Company's Restated Certificate of Incorporation and Bylaws require
the Company to indemnify the Company's directors to the maximum extent permitted
under Delaware law or any other applicable law in effect, but if such statute or
law is amended, the Company may change the standard of indemnification only to
the extent that such amended statute or law permits the Company to provide
broader indemnification rights to the Company's directors. Pursuant to
employment agreements entered into by the Company with its executive officers
and certain other key employees, the Company may be required to indemnify such
officers and employees in the same manner and to the same extent that the
Company is required to indemnify its directors under its Restated Certificate of
Incorporation and Restated Bylaws. The Company's Restated 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.
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 Restated Certificate of Incorporation of the Company and all amendments
thereto, and Bylaws of the Company, each filed as Exhibit 4 to Form S-8,
Florafax International, Inc. Nonemployee Directors' Stock Option Plan, filed
by the Company on June 28, 1996, and incorporated herein by reference.
5 - Opinion of Cauthorn Hale Hornberger Fuller Sheehan & Becker Incorporated,
as to the legality of the Common Stock of the Company to be registered
hereunder.
23.1 - Consent of Cauthorn Hale Hornberger Fuller Sheehan & Becker Incorporated,
(included within Exhibit 5 hereof).
23.2 - Consent of Ernst & Young, L.L.P.
24 - Power of Attorney (included as part of the signature page of this Registration
Statement).
99.1 Description of Common Stock of the Company contained in Form 8-A dated
December 28, 1971, as amended by the Company's Restated Certificate of
Incorporation, and all amendments thereto, filed as Exhibit 4 to Form S-8
filed by the Company on June 28, 1996, and incorporated herein by reference.
99.2 Florafax International, Inc. Annual Report on Form 10-KSB (as amended
pursuant to Form 10-KSB/A) for the fiscal year ended August 31, 1998,
incorporated by reference.
99.3 Florafax International, Inc. Quarterly Reports on Form 10-QSB for the fiscal
quarters ended February 28, 1998, May 31, 1998, November 30, 1998 (as amended
pursuant to Form 10-QSB/A) and February 28, 1999 incorporated by reference.
99.4 Current Report on Form 8-K dated December 11, 1998, incorporated by reference.
99.5 Registration Statement on Form S-4 dated April 12, 1999, incorporated by reference.
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
16
<PAGE> 18
(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 this 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 this Registration Statement (or
the most recent post-effective amendment thereof);
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this 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 and 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.
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 this 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.
For purposes of determining any liability under the Securities Act, (i)
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1), or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective; and (ii) each post-effective
amendment that contains a form of prospectus 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.
17
<PAGE> 19
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, 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 Vero Beach, and the State of Florida, as of the 20th
day of April, 1999.
FLORAFAX INTERNATIONAL, INC.
By:
-------------------------------
James H. West, President,
Chief Operating Officer and
Chief Financial Officer
We, the undersigned officers and directors of Florafax International,
Inc. (the "Company"), hereby severally appoint Andrew W. Williams or James H.
West and each of them, agent and attorney-in-fact to sign for us, and in our
names in the capacities indicated below, a Registration Statement on Form S-3
relating to certain shares of the Company's Common Stock, and any and all
amendments to such Registration Statement, for the purpose of registering such
shares under the Securities Act, hereby ratifying and confirming our signatures
as they may be signed by our attorneys to such Registration Statement and any
and all Amendments thereto.
Witness our hands on the respective dates set forth below.
--------------------
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and as of the dates indicated.
<TABLE>
<CAPTION>
Signature Date Title
--------- ---- -----
<S> <C> <C>
_________/s/___________ April 20, 1999 Chairman of the Board, Chief
Andrew W. Williams Executive Officer and Director
_________/s/___________ April 20, 1999 President, Chief Operating Officer,
James H. West Chief Financial Officer and Director
_________/s/___________ April 20, 1999 Principal Accounting Officer
Kelly S. McMakin
_________/s/___________ April 20, 1999 Director
S. Oden Howell, Jr.
__________/s/__________ April 20, 1999 Director
William E. Mercer
_________/s/___________ April 20, 1999 Director
Kenneth G. Puttick
</TABLE>
18
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
<S> <C> <C>
4 Restated Certificate of Incorporation of the
Company and all amendments thereto, and
Bylaws of the Company, each filed as Exhibit 4
to Form S-8, Florafax International, Inc. Nonemployee
Directors' Stock Option Plan, filed by the Company on
June 28, 1996, and incorporated herein by reference.
5 Opinion of Cauthorn Hale Hornberger Fuller _____
Sheehan & Becker Incorporated, as to the legality
of the Common Stock of the Company to be
registered hereunder.
23.1 Consent of Cauthorn Hale Hornberger Fuller _____
Sheehan & Becker Incorporated, (included within
Exhibit 5 hereof).
23.2 Consent of Ernst & Young, L.L.P. _____
24 Power of Attorney (included as part of the _____
signature page of this Registration Statement).
99.1 Description of Common Stock of the Company
contained in Form 8-A dated December 28, 1971, as
amended by the Company's Restated Certificate
of Incorporation, and all amendments thereto, filed as
Exhibit 4 to Form S-8 filed by the Company on
June 28, 1996, and incorporated herein by reference.
99.2 Florafax International, Inc. Annual Report on Form
10-KSB (as amended pursuant to Form 10-KSB/A)
for the fiscal year ended August 31, 1998,
incorporated by reference.
99.3 Florafax International, Inc. Quarterly Reports on
Form 10-QSB for the fiscal quarters ended February 28,
1998, May 31, 1998, November 30, 1998 (as amended pursuant to
Form 10-QSB/A) and February 28,1999, incorporated by reference.
99.4 Current Report on Form 8-K dated December
11, 1998, incorporated by reference.
99.5 Registration Statement on Form S-4 dated April 12, 1999,
incorporated by reference.
</TABLE>
19
<PAGE> 1
Exhibit 5
Exhibit 23.1
April 20, 1999
Florafax International, Inc.
8075 20th Street
Vero Beach, Florida 32966
Re: Registration Statement on Form S-3
Gentlemen:
We have acted and are acting as counsel for Florafax International, Inc.,
a Delaware corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended, pursuant to the above-mentioned
Registration Statement on Form S-3 (the "Registration Statement"), of 342,500
shares of the Common Stock, par value $.01 per share, of the Company issuable
under options previously issued under miscellaneous benefit plans.
We have examined and are familiar with the originals or copies, the
authenticity of which has been established to our satisfaction, of all such
documents, corporate records and other instruments as we have deemed necessary
to express the opinions hereinafter set forth.
Based upon the foregoing, it is our opinion that:
1. The Company has been duly incorporated and is validly existing
under the laws of the State of Delaware.
2. The shares of the Common Stock of the Company to be issued
pursuant to such miscellaneous plans will have been duly authorized and legally
issued and will constitute fully paid and non-assessable shares of the Common
Stock of the Company when issued in accordance with such miscellaneous plans.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the use of our name in the Registration Statement.
Yours very truly,
Holly H. Fuller
HHF/dkr
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 33-00000) and related Prospectus of
Florafax International, Inc. for the registration of 342,500 shares of its
common stock and to the incorporation by reference therein of our report dated
October 8, 1998 (except for Notes 14 and 15, as to which the dates are December
9, 1998 and April 6, 1999, respectively), with respect to the consolidated
financial statements of Florafax International, Inc. included in its Annual
Report (Form 10-KSB/A) for the year ended August 31, 1998 filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Tampa, Florida
April 15, 1999
