As filed with the Securities and Exchange Commission
on June 12, 1996 Securities Act Registration No. 333-3027
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________
ANTARES RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
New York 13-1950459
(State or other jurisdiction (I.R.S. Employer
of Incorporation or organization) Identification Number)
100 Quentin Roosevelt Boulevard, Suite 202 11530
Garden City, New York
(Address of principal executive officers) (Zip Code)
ANTARES RESOURCES CORPORATION STOCK INCENTIVE PLAN
(Full Title of the Plan)
William W. Perry, III Copies to:
President & Chief Executive Officer Andrew I. Telsey, Esquire
Antares Resources Corporation Andrew I. Telsey, P.C.
2345 Friendly Road 2851 S. Parker Road, Suite 720
Fernandina Beach, Florida 32034 Aurora, Colorado 8001410007
(Name & address of agent for service) (303) 671-8920
(904) 261-8607
(Telephone number, including area code, of agent for service)
<PAGE>
PROSPECTUS
356,600 Shares
Antares Resources Corporation
Common Stock
This Prospectus relates to an aggregate of 356,600 shares (the "Shares") of
common stock, par value, $0.001 per share ("Common Stock") of Antares Resources
Corporation, a New York corporation (the "Company"), which may be offered for
resale by persons (the "Selling Shareholders") who acquire shares of the
Company's Common Stock upon exercise of the Stock Options to purchase Common
Stock (the "Options") issued by the Company to them pursuant to the Company's
Stock Incentive Plan (the "Plan"). The Shares have been registered under the
Securities Act of 1933 (the "Securities Act") pursuant to Registration
Statement (File No. 333- 3027), filed with the Securities and Exchange
Commission (the "Commission") on April 30, 1996. The Selling Shareholders,
all of whom are employees of the Company, may be deemed "affiliates" of the
Company (as that term is defined in regulations of the Commission promulgated
under the Securities Act), and the Shares which may be sold by them with the
use of this Prospectus may be deemed "control securities" (as that term is
defined in such regulations). The Shares may be sold or distributed from time
to time by or for the account of the Selling Shareholders through underwriters
or dealers, through brokers or other agents, or directly to one or more
purchasers, including pledgees, at market prices prevailing at the time of sale
or at prices otherwise negotiated. The Company will not receive any proceeds
from the sale of the Shares offered hereby and will bear all expenses incident
to their registration. See "SELLING SHAREHOLDERS" and "PLAN OF DISTRIBUTION."
The Common Stock is traded on the automated quotation system of the NASDAQ
Small Cap Market under the symbol "ANTR." On June 7, 1996, the prices quoted
for the Common Stock as reported by NASDAQ were $4 bid, $4 asked per share.
See "MARKET PRICE AND DIVIDENDS".
THE SECURITIES BEING OFFERED FOR SALE DESCRIBED HEREIN INVOLVE A
HIGH DEGREE OF RISK AND SHOULD BE PURCHASED ONLY BY
PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS
SET FORTH UNDER THE CAPTION "RISK FACTORS" LOCATED
ON PAGE 7 OF THIS PROSPECTUS.
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.
June 12, 1996
<PAGE>
AVAILABLE INFORMATION
The Company will provide, without charge to each person, including any
beneficial owner to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any or all of the
documents incorporated by reference herein (other than exhibits to such
documents, which are not specifically incorporated by reference in such
documents). Written requests should be addressed to: Antares Resources
Corporation, 100 Quentin Roosevelt Blvd., Suite 202, Garden City, N.Y. 11530,
attention: Joan Kushay, Assistant Secretary. Telephone requests may be
directed to Ms. Kushay at (516) 683-8116.
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and files reports, proxy
statements and other information with the Commission pursuant to said Act.
Such reports, proxy statements and other information may be inspected and
copied at the public reference facilities of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at its regional offices at 7 World Trade
Center, Suite 1300, New York, N.Y. 10048 and Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, IL 60661-2511. Copies of such
materials may be obtained from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, reports, proxy and information statements and other information
concerning the Company (symbol: "ANTR") may be inspected at the officers of
NASDAQ, 1735 "K" Street NW, Washington, D.C. 20006.
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information appearing elsewhere in this Prospectus and in the documents
incorporated herein by reference. All references in this Prospectus to the
Company's Common Stock and all per share amounts have been adjusted to give
effect to all stock splits, including a reverse stock split in December 1994
whereby one (1) share of Common Stock was exchanged for fifty (50) shares of
Common Stock, a reverse stock split in June 1995, whereby one (1) share of
Common Stock was exchanged for four (4) shares of Common Stock and a stock
split in January 1996, whereby two (2) shares of Common Stock were issued in
exchange for one (1) share of Common Stock.
The Company
Antares Resources Corporation (the "Company") is a New York corporation
which is a holding company presently doing business through three wholly owned
subsidiary companies: including Empire Energy, Inc. ("EEI") and Caribbean
Breeze International, Inc. ("CBI"), each of which is a Florida corporation,
and Southern Trailers Manufacturing, Inc. ("STM"), a Georgia corporation. The
Company also has two additional wholly owned subsidiaries, Cherokee Sun Corp.
("CSC") and Multi-Source Labs, Inc. ("MSL"), Florida corporations which have
not generated any revenues as of the date hereof. The Company was a dormant
company until January 1995, when it acquired EEI and CBI. STM was acquired in
November 1995. EEI is engaged in the buying and selling pine wood by-products
used as fuel in the firing boilers of paper mills. CBI is engaged in the
design, packaging and marketing, on a wholesale basis, of sun, skin care
insect repellant and breath freshener products. These products are
manufactured by Cosmetic Concepts, Inc., Miami, Florida and Prime Enterprises,
Inc., Miami Lakes, Florida and sold by CBI to customers including chain drug
stores, grocery chains, mass merchandisers and by distributors to convenience
stores. CBI has recently completed significant product expansion with a
corresponding marketing campaign. It also recently acquired the rights to
market and sell a beverage holder used in automobiles, boats, vans and other
transportation vehicles. STM is engaged in the manufacturing and sale of
trailers principally used as utility trailers or in the transportation of
horses. In November 1995, the Company undertook an acquisition of assets of a
distributor of utility trailers and combined these assets with the purchase of
other materials to create a company engaged in full scale manufacturing of
utility, cargo and horse trailers. CSC is proposed to be a start-up
operation which intends to enter the cat litter business as a processor of the
raw material (fuller's earth) in bulk, processed and bagged as finished cat
litter under private labels. The Company is seeking to contract with a cat
litter purchaser, which will satisfy the principal condition included in a
financing proposal received by the Company in order
<PAGE>
to allow the Company to build its own processing plant on the site of a major
cement company quarry, which has agreed to supply and deliver enough of the raw
material (montmorillonite clay) necessary to allow the Company to produce cat
litter for the Company's estimated requirements for over 50 years, which will
be delivered direct to the proposed CSC plant site. The total cost of this
facility is estimated by the Company to be approximately $11 million (+/- 10%),
including building and equipment, fees and interest during construction.
Applicable thereto, on August 23, 1995, the Company reported that it had
received and accepted a financing proposal from Heller Financial, Inc. to
finance up to $9,000,000 towards construction of the Company's cat litter
processing plant in Clinchfield, Georgia. This senior secured construction loan
from Heller is subject to satisfaction of certain conditions by the Company,
as well as completion of customary formal approvals, due diligence and
regulatory clearances. MSL is a non-operating company which holds the rights
to all of CBI's non-sun care products and licenses the same to CBI. This
license is for a one year term and may be extended for additional one year
terms provided neither party provides notice of termination. The license is
non-transferable and requires a payment of $1,000 per year for each product at
the inception of each year in which the license remains in effect.
Included below is an organizational chart of the Company and its
subsidiaries. In this Prospectus, unless the context otherwise requires, the
"Company" refers collectively to the Company and its wholly owned subsidiaries.
Management of the Company may also continue to seek out and acquire other
businesses, either related or unrelated to the present businesses of the
Company, which the Company intends to acquire in exchange for issuance of the
Company's securities. Relevant thereto, in April 1996, the Company entered
into a Contract of Sale to purchase undeveloped real estate in Mt. Pleasant,
South Carolina. The proposed purchase price of this property is $5 million and
the Company has placed $250,000 into a fully refundable escrow account. The
Company presently does not have sufficient funds to purchase or develop this
property for its own account, nor is there any commitment from any financing
institution, investment banking firm or other entity to provide the funding
necessary to consummate this acquisition, either with debt or equity capital.
In the event the Company does not receive a commitment to provide the funding
necessary to purchase this property within the time parameters provided in the
applicable contract (or any extension thereof), the contract will terminate
and all escrowed funds will be returned to the Company, without any deduction.
As of the date of this Prospectus, there have been discussions but no
agreement between the Company and any other third party relevant to any other
additional acquisitions.
In July 1995, the Company successfully consummated a private financing
with Tarlton Financial, Ltd., a Cayman Island corporation ("Tarlton"), wherein
Tarlton exercised options to purchase 4,000,000 shares of the Company's Common
Stock for an aggregate price of $7 million ($1.75 per share). The Company
utilized the proceeds derived from this financing to: (i) finance operating
losses incurred from January 1, 1995 through the date of this Prospectus of
approximately $2,100,000; (ii) pay off prior financing obligations ($562,000);
(iii) acquire STM and convert it from a distributor to a full scale
manufacturer ($1,104,000); (iv) purchase CBI inventory ($1,000,000); (v)
invest in the preferred stock of JJFN Services, Inc., a financial
<PAGE>
services company ($1,000,000); and (vi) provide working capital ($1,200,000).
The Company also issued an aggregate of 750,000 shares of its Common Stock to
Tarlton as consideration for certain financial consulting services provided to
the Company by Tarlton. The consulting services provided to the Company by
Tarlton included the introduction of the Company to other independent overseas
investment groups, preparation of international due diligence packages and
business plans, financial planning and other management and business matters.
These options and the applicable Consulting Agreement were authorized by the
Company's Board of Directors on May 31, 1995.
The Company's principal corporate offices are located at 2345 Friendly
Road, Fernandina Beach, Florida, telephone (904) 261-8607, where the operations
of EEI and CBI are presently conducted. The Company also maintains offices at
100 Quentin Roosevelt Blvd., Suite 202, Garden City, N.Y. 11530. The
manufacturing and marketing operations of STM are located in Unadilla,
Georgia, with offices also in Perry, Georgia. It is anticipated that the
operations of CSC will be established in Clinchfield, Georgia, upon completion
of the proposed cat litter processing plant.
<PAGE>
ANTARES RESOURCES CORPORATION
ORGANIZATIONAL CHART
ANTARES RESOURCES CORPORATION
Empire Cherokee Caribbean Breeze Multi-Source Southern
Trailers Energy, Inc. Sun Corp. International, Inc. Labs, Inc
Manufacturing, Inc
<PAGE>
.
RISK FACTORS
An investment in the Shares being offered hereby involves a significant
degree of risk. In addition to the other information set forth in this
Prospectus, prospective purchasers of the Shares should consider carefully the
following factors in evaluating an investment in the Company.
Limited Operations and Net Loss from Operations. The Company, while in
existence for quite some time, was a dormant company until January 1, 1995,
when it acquired the assets included in EEI and CBI. These assets were
acquired in exchange for stock and issuance of promissory notes. As a result,
the Company has a limited history of its current operations. During the
period from 1974 (the date the Company ceased its prior operations), through
December 31, 1994, the Company had no revenues and suffered net losses in the
amount of $21,425 and $12,888 for the fiscal year ended September 30, 1994 and
the three month period ended December 31, 1994, respectively. For the period
from January 1, 1995 through the end of the Company's fiscal year on September
30, 1995, which represented only 9 months of operations, the Company incurred
a net loss of $1,129,686 ($.88 per share). During the six month period ended
March 31, 1996, the Company incurred a net loss of $1,008,508 ($.07 per share).
Management believes that the Company will begin generating profits from
operations during the third calendar quarter of 1996, due to wider acceptance
of CBI's new products, as well as elimination of costs associated with the
implementation of a manufacturing line for the Company's trailer manufacturing
operations. However, there are no assurances that the Company's future
operations will generate profits in the near future, or at all. Intangible
Assets. As of the date of this Prospectus, approximately $3,190,000 (29.01%)
of the Company's assets are intangible. The Company's ability to borrow funds
based upon its intangible assets is significantly limited, since most lenders
do not accept intangible assets as collateral. In addition, in the event of a
liquidation of the Company, it is possible that the intangible assets would be
of questionable value. Further, amortization of these intangible assets by
the Company will result in a reduction in the Company's total assets and an
increase in the Company's non-cash operating expenses, which will have a
negative impact on the Company's earnings in the future.
EEI's Dependence Upon Major Customers. During Empire's past two fiscal
years, four customers have accounted for approximately 94% of Empire's revenues
generated from the sale of pine bark and related products, including Gilman
Paper Co., St Mary's, Georgia (47%), Stone Container Corp. "Seminole Kraft" of
Jacksonville, Florida (21%), Jefferson Smurfitt Co., Jacksonville, Florida
(15%) and ITT Rayonier, Inc., Fernandina Beach, Florida (11%). In 1994, Empire
phased out its primary account, Stone Container, because they discontinued use
of their wood fired boilers and started purchasing their energy from Cedar Bay
Generating. Cedar Bay Generating is located adjacent to Seminole Kraft and
was recently constructed as a joint venture coal fired generating station.
Seminole Kraft was urged to convert by the City of Jacksonville and the
Environmental Protection Agency because of odor and air emissions regulations.
The EPA actions in this regard were specific to that site and did not affect
EEI. Empire supplied Seminole Kraft until the last day of operation, as the
switch from bark (wood) to coal was planned before construction of Cedar Bay
Company. Empire subsequently replaced their sales to Gilman Paper
<PAGE>
Co. and others after Seminole Kraft ceased using bark. As of the date of this
Prospectus, management of EEI is unaware of any trend in the power generation
industry to reduce the burning of pine bark to produce power, nor is
management aware of other customers who intend to convert their present energy
sources to that other than EEI's products. The inability of EEI to maintain
these customers in the future, or a loss of any more of these customers, or a
reduction by these customers in orders placed with EEI would have a
significant negative impact upon the business of the Company. New
Business. Subject to the satisfaction of certain conditions discussed herein
below, management intends to construct a cat litter processing and bagging
plant. This new processing plant will be utilized by CSC in order to commence
processing and bagging of cat litter and other products to be determined in
the future. CSC has not generated any revenues from operations to date. In
order to build and equip this plant, management will need to raise additional
equity capital to meet the Company's obligation under the relevant financing
proposal provided to the Company. There is no assurance that the Company will
be able to raise this additional equity capital, nor is there any assurance
that, if such capital is raised, that CSC's intended activities will be
successful or result in revenue or profit to the Company. CSC faces all risks
which are associated with any new business, such as under-capitalization, cash
flow problems and personnel, financial and resource limitations, as well as
special risks associated with its proposed operations. CSC will, in all
likelihood, face intense competition from other companies who are presently
engaged in the processing, distribution and packaging of cat litter and who
have greater resources, both financial and otherwise, than the Company. There
is no assurance that CSC will be successful in implementing its business plan
described herein.
No Firm Agreements to Acquire Cat Litter from CSC. As part of its efforts
to establish the CSC business plan described herein, management has commenced
negotiations with various major consumer products companies engaged in the
retail distribution of cat litter, in order to establish an arrangement for
the sale of the Company's cat litter once CSC's processing plant has been
completed. As of the date of this Prospectus, the Company has received a
non-binding expression of interest from such an entity, advising of their
interest in purchasing an unspecified quantity of processed clay (cat litter)
from CSC per year. While management is optimistic that CSC will be able to
sell its cat litter once production of the same commences, this expression of
interest is not a binding agreement and there are no assurances that CSC will
reach a definitive agreement with any entity in this regard. If sufficient
funds are made available to the Company to allow it to commence construction
of the CSC plant, the Company will commence such construction only upon there
being a ready purchaser who has agreed to acquire cat litter from the Company
upon commencement of operations. Therefore, there can be no assurances that
the Company will commence construction of its proposed cat litter facility at
any time in the future.
Compliance with Governmental Regulations. CBI is subject to various
Environmental Protection Agency ("EPA") approvals relating to the manufacturing
and selling of insect repellant, which are to be included in some of the new
products proposed for development, including registration with the EPA. The
Federal Insecticide, Fungicide and Rodenticide Act ("FIFRA"), prohibits the
distribution of unregistered pesticides, including insect repellents. FIFRA
authorizes a variety of sanctions for violations of this prohibition,
including civil monetary damages, criminal fees and/or imprisonment, and stop
sales orders or injunctions against the continued distribution of a product
not in compliance with the statute. Relevant thereto, CBI has applied for and
has received EPA numbers and management believes that CBI is in full
compliance with all related regulations applicable hereto. However, failure
of CBI to maintain such compliance in the future would have a significant
negative impact on the business of the Company.
Additionally, relevant to the business of EEI, EPA also regulates the
business of bark burning. However, compliance with these various regulations
is the obligation of the various paper mills which supply EEI with its raw
materials. EEI is not presently subject to these EPA regulations, as EEI's
business does not include actually burning bark. In the event EEI becomes
subject to such regulations in the future, which is not anticipated, EEI would
also be obligated to insure compliance with such regulations. Failure to so
comply would have a significant negative impact on the business of the Company.
Lack of Formal Agreements with Suppliers. Both EEI and CBI obtain their
respective raw materials from third parties without formal written agreements
between each company and these suppliers. There is no legal obligation in
place which insures that either EEI or CBI will be able to continue to obtain
the material necessary to continue to operate the respective businesses.
However, EEI and Empire have been engaged in its business described herein for
several years and management believes that its relationship with the Company's
suppliers is excellent.
Additionally, EEI acquires pine bark from Container Corporation of America,
Inc. ("CCA") and, together with its predecessor company, Empire, has acquired
such materials from this company for several years. There is no written
binding agreement between EEI and CCA obligating CCA to continue to provide
such materials to EEI and the loss of this supplier by EEI would have a
significant negative impact on EEI's business. However, management believes
that its relationship with CCA is excellent.
Recent Sales of Securities. During 1995, the Company issued 135,000 shares
of Series B 9% Convertible Preferred Stock, each Preferred Share convertible
into one share of the Company's Common Stock, to four accredited investors,
three of whom are included as part of the Selling Shareholders herein, who
paid a purchase price of $2.50 per share for these shares. All of the Series
B holders have subsequently converted their Preferred Shares into shares of the
Company's Common Stock. Additionally, the Company received an aggregate of
$7,000,000 from the exercise of certain stock options previously issued in
favor of the Tarlton Financial, Ltd., a Cayman Island offshore financial
institution, wherein Tarlton purchased an aggregate of 4,000,000 shares of the
Company's Common Stock at $1.75 per share. Tarlton was also issued an
aggregate of 750,000 shares of the Company's Common Stock as consideration for
certain financial consulting services rendered unto the Company. The price
paid for these securities was arbitrarily determined through negotiations
between the Company and these entities and does not necessarily bear any
relationship to the price of the Company's Common Stock, nor any generally
accepted criteria of value.
Management of Growth. The Company believes that it is entering a period of
growth, due primarily to management's perceived developing acceptance of CBI's
product line, its establishment of a manufacturing line to manufacture its
trailers and especially if the Company is successful in developing the
business of CSC's cat litter facility. The Company intends to build a
<PAGE>
new cat litterprocessing plant for CSC, which is intended to be located on the
premises of its principal raw material supplier, Medusa Cement Company. The
success of CSC's proposed business is dependent upon the ability of management
to enter into an agreement with a cat litter purchaser, among other matters.
This will cause one of the relevant conditions included under the financing
proposal given to the Company by Heller Financial to be met and allow the
Company to commence construction and thereafter generate revenues from
operations. Present management has no experience in operating cat litter
plants and plans to hire a plant manager and other key operating personnel
from that industry. There can be no assurances that the Company will enter
into any agreement with a cat litter purchaser or, if such an agreement is so
reached, that it will be able to retain the employ of experienced operation
managers. The Company's proposed expansion into new markets will expose the
Company to increased competition, greater overhead, marketing and support
costs and other risks associated with entry into new markets and solicitation
of new customers. To manage growth effectively, the Company will need to
continue to improve and expand its operational, financial and management
information systems and to expand, train, motivate and manage its employees.
Should the Company be unable to manage growth effectively, its results of
operations could be adversely affected.
Dilution. The issuance of up to 2,288,938 shares of the Company's Common
Stock upon exercise of outstanding Warrants issued in 1994 and 1995 at an
exercise price of $.001 per share and the issuance of up to an additional
723,600 shares (including the 356,600 shares covered by options granted to the
Selling Stockholders) upon exercise of options issued under the Company's
stock option plans exercisable at prices ranging from $.001 to $4.00, may have
a dilutive effect on future earnings per share, if any.
Broad Range of Business Activities. The Company has recently acquired CBI,
EEI, CSC and STM. CBI, EEI and STM are presently the principal revenue
producers of the Company. As discussed in this Prospectus, management of the
Company proposes to continue to engage in a broad range of business
activities. There are no assurances that the Company's present operations
will be profitable in the future. Additionally, except for the real estate
contract to purchase raw land in Mt. Pleasant, South Carolina discussed in the
Prospectus Summary, the Company has no definitive agreement with any other
entity to acquire any additional businesses as of the date of this Prospectus.
While management continues to review acquisition opportunities, there are no
present binding agreements to acquire any other new businesses in the near
future.
Additional Financing May Be Required for CSC. While the Company's present
working capital is deemed sufficient by management for purposes of the
businesses of EEI, CBI and STM, the Company does not have sufficient capital
to implement the proposed business plan of CSC. The Company is considering
various possible fund raising scenarios and has commenced discussions with
various investment banking companies in order to enter into an agreement to
raise this additional equity capital. However, as of the date of this
Prospectus, the Company has not reached agreement with any investment banker
or venture capital group wherein there is any understanding to provide CSC
with any equity capital, and there are no assurances that such
<PAGE>
financing will be made available. If the Company is unsuccessful in obtaining
the additional financing deemed necessary, it is unlikely that CSC will be
able to build the cat litter facility and undertake that part of its proposed
business described herein.
Key Personnel. The success of the Company is particularly dependent upon
the efforts of its officers and directors and other key personnel. The loss of
the services of any of these persons could have a material, adverse impact upon
the Company and its business. In this regard, the Company has entered into
employment contracts with numerous members of management and other key
employees and consultants. As of the date of this Prospectus, it is not
anticipated that the Company will purchase or hold key-person insurance
policies on the lives of three personnel pursuant to existing employment
agreements with them.
Competition. Many competitors of STM and CBI and CSC's anticipated
competitors are substantially larger and better financed than the Company.
There are a significant number of companies throughout the United States which
provide comparable products to those of STM and CBI and proposed to be offered
by CSC.
Absence of Dividends. The Company has not paid any cash dividends on its
Common Stock since its inception and does not anticipate paying cash dividends
in the foreseeable future. The Company currently intends to retain future
earnings, if any, to fund continued operations and growth of the Company.
Prospective investors who seek dividend income from their investment should
not purchase the Shares offered herein.
Seasonal Markets. The sun care industry experiences a significant increase
in its business during the summer months in northern parts of the United
States, for obvious reasons. Although management intends to attempt to market
CBI's sun screen products during the winter months in geographic areas which do
not experience cold weather, CBI is still expected to experience seasonal
fluctuations during winter months which have a negative impact on the Company's
revenues during these periods.
USE OF PROCEEDS
This Prospectus relates solely to Shares being offered and sold for the
accounts of the Selling Shareholders. The Company will not receive any
proceeds from the sale of Shares but will pay all expenses related to the
registration of the Shares. See "SELLING SHAREHOLDERS."
<TABLE>
MARKET PRICE AND DIVIDENDS
The following table sets forth the range of high and low bid prices as
reported on the NASDAQ SmallCap Market during the periods commencing June 20,
1995 (the date the Company's Common Stock commenced trading on NASDAQ), as well
as on the OTC Bulletin Board operated by the NASD, where the Company's Common
Stock traded prior to listing on NASDAQ beginning in June, 1994. On June 7,
1996, the last reported prices quoted on NASDAQ were $4 bid and $4 asked.
<PAGE>
<CAPTION>
Bid Price
<S> <C> <C>
Quarter Ended
High Low
December 1993 -0- -0-
March 1994 -0- -0-
June 1994 -0- -0-
September 1994 $3.50 $1.75
Post 1 for 50 Reverse Stock Split
December 1994 $5.00 $3.50
March 1995 $5.00 $1.00
High Low
Post 1 for 4 Reverse Stock Split
June 1995 $6.00 $3.50
September 1995 $8.38 $4.00
December 1995 $7.75 $6.13
Post 2 for 1 Forward Split
March 1996 $3.25 $2.38
June 1996 (through 6/7/96) $4.25 $4.00
</TABLE>
<PAGE>
There were approximately 1,200 shareholders of record as of June 7, 1996.
This number does not include beneficial owners holding shares through nominee
or "street" names. The Company has paid no dividends during the past five
fiscal years. Other than the requirements of the Business Corporation Law of
the State of New York that dividends be paid out of capital surplus only and
that the declaration and payment of a dividend not render the Company
insolvent, there are no restrictions on the Company's present or future ability
to pay dividends. The payment by the Company of dividends, if any, in the
future rests within the discretion of its Board of Directors and will depend,
among other things, upon the Company's earnings, its capital requirements and
its financial condition, as well as other relevant factors. By reason of the
Company's present financial condition, the Company does not contemplate or
anticipate paying any dividends upon the Common Stock in the foreseeable
future.
<TABLE>
SELLING SHAREHOLDERS
Following herein below is a table showing each Selling Shareholder, his or
her name, the number of shares of the Company's Common Stock owned prior to
sale and after exercise of options he or she holds under the Plan and the
number of such shares owned after sale of the Shares to be sold with the use
of this Prospectus.
<CAPTION>
<S> <C> <C> <C> <C> <C>
Percentage
Shares of Common
Common Owned Stock
Position with Stock Shares After Owned
Name Company Owned Offered Offering After Sale
David M. Capps Director 254,376 20,000 234,376 2.01%*
William T. Perry, III President,CEO
and Director 148,000 58,000 90,000 **
Joan E. Kushay Director and 15,000 15,000 --------- **
Assistant Secretary
Susan Schlapkohl Director 15,000 15,000 -------- **
Elton Stubbs COO and
Director 1,887,292 80,000 1,807,292 15.01%*
John Stubbs Consultant 1,887,292 80,000 1,807,292 14.95%*
C. Richard Stubbs Treasurer, CFO
and Director 58,600 58,600 --------- 2.93%*
Samuel Weiss Director and
Secretary 15,000 15,000 **
Ralph Wilson Director 15,000 15,000 **
* Includes wife's ownership of shares, including shares issuable on exercise
of warrants.
** Less than 1%.
PLAN OF DISTRIBUTION
The shares may be offered for sale by the Selling Shareholders from time
to time through dealers or brokers or other agents or directly to one or more
purchasers, in transactions on NASDAQ, in privately negotiated transactions
(including sales pursuant to pledges) or in the over-the-counter market through
usual brokerage channels or in a combination of such transactions. Such
transactions may be effected by the Selling Shareholders at the prevailing
market prices, or of seller and in private sale, at negotiated prices related
to the prevailing market price. Brokers and dealers, participating in such
transactions may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders (and, if they act as agent for a
purchaser of Shares, from such purchaser). Such discounts, concessions or
commissions as to a particular broker or dealer may be in excess of those
customary for the type of transaction involved.
The Selling Shareholders and any such brokers or dealers who participate
in such distributions may be deemed underwriters within the meaning of the
Securities Act and any discounts, commissions or concessions received may be
deemed underwriting commissions. Neither the Company nor the Selling
Shareholders can presently estimate the amount of such compensation. The
Company knows of no existing arrangements between any Selling Shareholder and
any other Selling Shareholder, broker or dealer relating to the sale or
distribution of Shares.
Under applicable rules and regulations under the Exchange Act, no person
engaged in a distribution of any Shares may simultaneously engage in market
activities with respect to the Common Stock for a period of nine business days
prior to the commencement of such distribution. In addition, the Selling
Shareholders will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, which limit the timing of purchases and
sales of Shares by the Selling Shareholders. These limitations may affect the
marketability of the Common Stock.
The Company will pay substantially all expenses incident to offering of
the Shares by the Selling Shareholders to the public other than commissions and
discounts paid to brokers and dealers. Each Selling Shareholder may indemnify
any agent who participates in transactions involving sale of the Shares against
certain liabilities arising under the Securities Act.
In order to comply with the securities laws of certain states, the Shares
may be sold in such jurisdictions only through licensed brokers or dealers. In
addition, in certain states the Shares may not be sold unless they have been
registered or qualified for sale in such states or an exemption from
registration or qualification is available and is complied with.
LEGAL MATTERS
Legal matters in connection with the registration of the Shares have been
passed upon for the Company by Andrew I. Telsey, P.C., 2851 S. Parker Road,
Suite 720, Aurora, Colorado 80014, counsel for the Company. Andrew I. Telsey,
sole shareholder of the firm, owns warrants to purchase 20,000 shares of the
Company's Common Stock at an exercise price of $0.001 per share.
EXPERTS
The consolidated balance sheets as of September 30, 1995 and September 30,
1994 and the consolidated statements of operations, stockholders' equity
(deficit) and cash flows for the years then ended, incorporated herein by
reference, have been so incorporated herein in reliance on the report of Horton
& Company, LLC., independent accountants, and on the authority of that firm as
experts in accounting and auditing.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated by reference and made
a part of this Prospectus:
(i) The Company's Annual Report on Form 10-KSB for the fiscal year ended
September 30, 1995;
(ii) The Company's Proxy Statement filed with the Commission on January
26, 1996; and
(iii) Other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since September 30, 1995, specifically including the Company's
Quarterly Reports on Form 10-QSB/A for the quarters ended December 31, 1995 and
March 31, 1996.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
<PAGE>
ANTARES RESOURCES
CORPORATION
356,600 COMMON SHARES
PROSPECTUS
NO PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY.
TABLE OF CONTENTS
Page
Summary Information. . . . . . ... . 3
Risk Factors . . . . . . . . . ....... . . 7
Use of Proceeds. . . . . . . . . . ....11
Market Price and Dividends . . . 11
Selling Shareholders . . . . . . . . .13
Plan of Distribution . . . . . . . ...13
Legal Matters. . . . . . . . . . . .....14
Experts. . . . . . . . . . . . . . ........14
Incorporation of Certain
Information by Reference . . . .15
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE COMMON STOCK TO WHICH IT RELATES, OR
AN OFFER TO OR A SOLICITATION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
<PAGE>
PART II INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
The following is a complete list of exhibits filed as a part of this
Registration Statement and which are incorporated herein.
Exhibit No.
* 4.1 Antares Resources Corporation Stock Incentive Plan
* 5 Opinion of Andrew I. Telsey, P.C., regarding legality of
the securities covered by this Registration Statement.
* 24.1 The consent of Andrew I. Telsey, P.C., legal counsel for the
Company, to the use of their opinion with respect to the legality
of the securities covered by this Registration Statement and to
the references to such firm in this Registration Statement is
contained in such opinion filed as Exhibit 5 to this
Registration Statement.
24.2 Consent of Horton & Company, L.L.C., independent auditors.
___________________________________
* Previously filed as Exhibits
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the state of New York, on June 11, 1996 requirements for
filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Garden City, State of New York, June 11, 1996.
ANTARES RESOURCES CORPORATION
By: _/s/William W. Perry, III___________
William W. Perry, III, President, Chief
Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
__/s/William W. Perry, III__________ June 11, 1996
William W. Perry, III, President, Chief
Executive Officer and Director
_/s/C. Richard Stubbs____ _______ June 11, 1996
C. Richard Stubbs, Chief Financial Officer,
Chief Accounting Officer and Director
_Samuel G. Weiss _______________ June 11, 1996
Samuel G. Weiss, Secretary and Director
_/s/Joan Kushay _________ June 11, 1996
Joan Kushay, Assistant Secretary
and Director
/s/Darcy E. Stubbs_______ ____ June 11, 1996
Darcy E. Stubbs, Jr., Director
/s/David Capps___ ___ June 11, 1996
David Capps, Director
/s/Marie Stubbs__________________ June 11, 1996
Marie Stubbs, Director
/s/Susan Schlapkohl______________ June 11, 1996
Susan Schlapkohl, Director
/s/Ralph Wilson ______________ June 11, 1996
Ralph Wilson, Director
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Plan Administrator has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Garden
City, State of New York, June 11, 1996.
ANTARES RESOURCES CORPORATION
STOCK INCENTIVE PLAN
By:/s/Ralph Wilson
Ralph Wilson, Plan Administrator
<PAGE>
ANTARES RESOURCES CORPORATION
________________________________
AMENDMENT NO. 1
TO
REGISTRATION STATEMENT NO. 333-3027
________________________________
EXHIBIT 24.2
CONSENT OF HORTON & COMPANY, L.L.C.
________________________________
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Antares Resources Corporation Stock Incentive
Plan, of our report dated November 15, 1995, except for the last paragraph of
Note 14, as to which the date is December 26, 1995 relating to the consolidated
balance sheets of Antares Resources Corporation as of September 30, 1995 and
1994 and the related consolidated statements of operations, stockholders'
equity (deficit) and cash flows for the years then ended, which report is
included in the Annual Report for the year ended September 30, 1995 (Form
10-KSB) of Antares Resources Corporation.
HORTON & COMPANY, L.L.C.
June 11, 1996
SZ/tb
consent.4
</TABLE>
