<PAGE> 1
As Filed with the Securities and Exchange Commission on May 22, 2000
Registration No. 333-31726
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Exact name of registrant as specified
in charter MSI HOLDINGS, INC.
<TABLE>
<S> <C> <C>
State or jurisdiction of Address, including zip code, and telephone number, including area I.R.S. Employer
incorporation or organization code, of registrant's principal executive offices Identification Number
----------------------------- ----------------------------------------------------------------- ----------------------
UTAH MSI HOLDINGS, INC. 87-0280886
1121 EAST 7TH STREET
AUSTIN, TEXAS 78702
(512) 476-6925
Name, address, including zip code, and telephone number, including With a copy to:
area code, of agent for service ---------------
- ------------------------------------------------------------------ JEFFREY A. CHAPMAN
ROBERT J. GIBBS VINSON & ELKINS L.L.P.
1121 EAST 7TH STREET 3700 TRAMMELL CROW CENTER
AUSTIN, TEXAS 78702 2001 ROSS AVENUE
(512) 476-6925 DALLAS, TX 75201
(214) 220-7797
</TABLE>
Approximate date of commencement of proposed sale to the public
--------------------------------------------------------------
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF
THIS REGISTRATION STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
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
registrations 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. [ ]
Pursuant to Rule 429 promulgated under the Securities Act of 1933, the
prospectus contained in this registration statement is a combined prospectus
relating to this registration statement and the Post-effective Amendment No. 1
on Form S-3 to Registration Statement on Form SB-2, filed February 18, 2000
(Registration No. 333-60051).
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this registration statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
<PAGE> 2
SUBJECT TO COMPLETION, DATED MAY 22, 2000
PROSPECTUS
MSI HOLDINGS, INC.
1121 East 7th Street
Austin, Texas 78702
(512) 476-6925
20,524,293 SHARES OF COMMON STOCK
The shares of our common stock covered by this document are offered by
the shareholders listed under the heading "Selling Shareholders." We will not
receive any of the proceeds from this offering.
In addition to the shares covered by this prospectus, we have
registered or are in the process of registering an additional 3,148,720 shares
of our common stock. These additional shares are being offered for sale
contemporaneously with the shares covered by this prospectus.
The information in this document is not complete and may be changed.
These securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is declared effective. This document is not
an offer to sell these securities and it is not soliciting an offer to buy
securities in any state where the offer or sale is not permitted.
The selling shareholders may sell their shares to brokers or dealers or
directly to investors. The price of the shares may be any of the following:
o a fixed price
o a market price prevailing at the time of the sale
o a price related to a market price
o a negotiated price.
Any fixed price may be changed. Distributors' or sellers' commissions
may be paid in connection with sales. We have agreed to pay the registration
expenses related to the sale of shares by the selling shareholders. All other
expenses relating to the sale of the shares will be paid by the selling
shareholders.
Trading symbol: MSIA Market: OTC-BB
-----------------------------------------------------
THE COMMON STOCK OFFERED BY THIS PROSPECTUS INVOLVES A HIGH DEGREE OF
RISK. YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD A COMPLETE LOSS. SEE
"RISK FACTORS" BEGINNING ON PAGE 2.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------------------------------------------------
, 2000
<PAGE> 3
Additional information is incorporated in this prospectus by reference
to our reports filed with the SEC. The additional information includes our
financial statements for the year ended March 31, 1999 and notes to the
financial statements. Please refer to "Where You Can Find More Information" for
instructions on obtaining copies of our filed reports. You are urged to read
this prospectus and our SEC reports in their entirety. All references to the
"Company," "MSHI," "we," "us," and "our," mean MSI Holdings, Inc., and its
subsidiaries.
RISK FACTORS
You should carefully consider the following factors in evaluating us
and our business before purchasing the shares of common stock offered by this
prospectus.
RISKS RELATED TO OUR BUSINESS
WE ARE OPERATING UNDER AN UNPROVEN BUSINESS MODEL AND MAY PROVE TO BE
LESS ATTRACTIVE THAN CURRENTLY ANTICIPATED, OR EVEN FEASIBLE.
Our success depends on unproven products. Our revenues are generated by
providing customers with bandwidth and related services. Our products are
relatively new to the marketplace. Our success depends on our products achieving
wide acceptance in the market at competitive prices. We may be unable to attain
expected demand levels, curtain expenses or successfully achieve other
benchmarks necessary for the success of our business plan.
Our forecasts for future demand and operations are based on the
successful development of a market for our products and services. Given the
relative novelty of our products and services, there is limited data available
on which to base a reliable forecast.
THERE IS LIMITED INFORMATION ON WHICH TO EVALUATE OUR OPERATIONS.
FORECASTS OF OUR PERFORMANCE MAY BE INACCURATE AND ACTUAL RESULT MAY
VARY SIGNIFICANTLY FROM CURRENT EXPECTATIONS.
Since March 1999, we have changed the focus of our business from
providing hardware and systems integration services to providing a suite of
high-speed Internet access, data transport and networking services, co-location
services and web site hosting services. Because of our limited operating history
in providing our current product mix, there is limited operating and financial
data about our business for you to use in evaluating us or our performance.
-2-
<PAGE> 4
WE HAVE INCURRED NET LOSSES SINCE OUR INCEPTION AND ANTICIPATE
CONTINUING LOSSES. AS A SHAREHOLDER, YOUR INVESTMENT MAY BE LOST IF WE
FAIL TO BECOME PROFITABLE.
To date, we have had limited revenues and have not shown a profit in
our operations. As of December 31, 1999, our accumulated deficit was
approximately $32.3 million. Approximately $19.9 million of the deficit relates
to losses from operations. The remaining $12.4 million of deficit relates to
losses incurred due to discounts recorded on issuances and conversions of common
and preferred stock. We cannot predict when profitability might be achieved, if
at all. If we are able to become profitable, we may not be able to sustain it.
If we are unable to obtain profitability or sustain it, we may have to
discontinue operations.
WE MAY BE UNABLE TO MANAGE COMPLICATIONS THAT MAY ARISE DURING THE
BUILD OUT OF ADDITIONAL DATA CENTERS WHICH MAY ADVERSELY AFFECT OUR
CASH FLOW AND PROFITABILITY PROJECTIONS.
We are planning to build out up to 15 new data centers across a wide
range of geographic regions. The build out of data centers is a key element of
our business strategy. Each data center takes approximately 30 to 90 days to
complete. Any delay in the build out of new data centers would significantly
harm our expansion plans. Many of the risks associated with significant
expansion projects are beyond our control and could delay the build out of
additional data centers. These risks include cost estimation errors or overruns,
equipment and material delays or shortages, and the inability to obtain
necessary permits on a timely basis, if at all.
WE MAY BE UNABLE TO MANAGE THE INCREASED EXPENSES OF DEVELOPING AND
OPERATING THE NEW DATA CENTERS WHICH MAY RENDER US UNABLE TO SATISFY
CURRENT AND FUTURE OBLIGATIONS
If completed, new data centers will result in substantial new operating
expenses. Moreover, a failure to institute adequate financial and managerial
controls, reporting systems and procedures for multiple facilities would
significantly harm our operations. Failure to manage the data center's increased
expenses could result in our inability to service existing obligations.
WE HAVE HAD RECENT CHANGES IN MANAGEMENT. OUR CURRENT MANAGEMENT MAY BE
UNABLE TO LEAD US INTO PROFITABILITY.
Several member of our calendar year 1999 management team are no longer
with us. We are continuing to build a new management team. This team has not had
the opportunity to work together in the past. There is no assurance the new
management team will be able to successfully lead us into profitability.
WE WILL BE UNABLE TO EFFECTIVELY COMPETE IF WE ARE UNABLE TO ATTRACT
AND RETAIN KEY PERSONNEL.
Our future success depends on highly qualified technical, sales,
marketing and customer service personnel. The industry in which we compete has a
high level of employee mobility and aggressive recruiting of skilled personnel.
We face intense competition for qualified personnel in software development,
network engineering and product management. If we are unable to attract and
retain qualified personnel, our ability to compete will be compromised.
-3-
<PAGE> 5
OUR POSSIBLE EXPOSURE TO INFRINGEMENT CLAIMS MAY UNEXPECTEDLY INCREASE
OUR EXPENSES, ADVERSELY AFFECTING OUR CASH FLOWS AND PROFITABILITY.
Our management personnel were previously employees of other
telecommunications companies. Our management personnel may have had contracts
with the prior companies. In many cases, these individuals conduct activities
for us in areas similar to those in which they were involved before joining us.
As a result, we or our employees could be subject to allegations of violation of
trade secrets, breach of contract or unfair competition. These claims may
distract our management and employees from their duties and require reallocation
of our resources. Moreover, an unfavorable ruling may hinder our ability to use
technology we need to conduct our business. Liability and defense costs under
these claims could increase our expenses and adversely affect our ability to
compete.
OUR OPERATIONS DEPEND ON OUR ABILITY TO MAINTAIN FAVORABLE
RELATIONSHIPS WITH THIRD PARTY SUPPLIERS. WE CANNOT ASSURE THE
CONTINUITY OF THOSE RELATIONSHIPS.
We have entered into several alliance and contractual agreements to
utilize third parties' and networks for our products and services. We are
dependent on the continued availability of these infrastructures and networks
for our growth and development. If we are unable to maintain or replace our
relationships with our supplier, we will be unable to provide the current level
of services to our customers. Our failure to consistently provide our current
levels of service could result in a reduction of our client base and sales
volume.
SYSTEM FAILURES COULD DISRUPT OUR SERVICES AND CAUSE US TO LOSE
CUSTOMERS.
Our target market is particularly sensitive to service failures.
Service failures may reduce or terminate the services we supply to our
customers. Any reduction or termination of our services could cause our
customers to switch their business to our competitors and may hinder our ability
to obtain new customers. Our system is vulnerable to damage from human error,
power loss, facility failures, fire, earthquake, floods, telecommunications
failure, break-ins, sabotage, and vandalism. Moreover, we do not presently have
a disaster recovery plan, carry any business interruption insurance or have any
secondary off-site systems.
These risks are aggravated by the fact that substantially all of our
communications and computer hardware is located within a single facility in
Austin, Texas.
RISKS RELATED TO OUR INDUSTRY
OUR GROWTH AND PERFORMANCE MAY BE HINDERED IF INTERNET USE FAILS TO
INCREASE AS PREDICTED.
Demand for our services could be reduced if the market for
business-related Internet solutions fails to further develop. Critical issues
concerning the commercial use of the Internet remain unresolved and may hinder
the growth of Internet use. These issues are particularly critical in the
business sector -- our target market. If demand for our services fails to
materialize at the anticipated levels, our revenues will also fail to reach
expectations.
-4-
<PAGE> 6
THE MARKET FOR OUR PRODUCTS AND SERVICES IS HIGHLY COMPETITIVE, AND WE
MAY NOT BE ABLE TO COMPETE EFFECTIVELY.
The market for our products and services is rapidly evolving. Our
market is also intensely competitive, partly due to relatively low barriers to
entry. Many of our competitors and potential competitors have longer operating
histories, greater name recognition and substantially greater financial,
technical and marketing resources than us. Moreover, our competitors may be able
to negotiate contracts with suppliers on more favorable terms than we can. Some
of these competitors may also provide products with some performance advantages
over our products. Given the fierce competition in our industry and our
comparatively limited resources, we may not be able to compete effectively.
OUR SERVICES ARE SUBJECT TO UNCERTAIN GOVERNMENT REGULATION. CHANGES IN
LAWS OR REGULATIONS COULD RESTRICT THE WAY WE OPERATE OUR BUSINESS.
We operate in an environment of unstable and evolving regulations.
Changes in applicable laws or regulations could impact our operations, and
impact our costs, service requirements and the scope of competition. Incumbent
local carriers are likely to pursue efforts to affect the applicable laws and
regulations in a manner that would be more favorable to them and that may be
against our interests. The likely means to affect the laws include litigation in
courts, administrative proceedings with the FCC and state telecommunications
regulators and lobbying the U.S. Congress. We may choose to expend significant
resources to participate in regulatory proceedings at the federal or state
level. The expenses associated with participating in and complying with an
evolving regulatory framework may increase our operating expenses beyond
expectations. Despite our possible expenditures, we cannot assure any favorable
results.
DEMAND FOR OUR PRODUCTS AND OUR PROJECTED INCOME WILL FAIL TO MEET
EXPECTATIONS IF DIGITAL SUBSCRIBER LINE SERVICES ARE NOT ACCEPTED BY
BUSINESSES AT PROFITABLE PRICES.
The market for high-speed Internet access, data transport and
networking services using copper telephone lines is in the early stages of
development. If the market for our digital subscriber line services fails to
develop, grows more slowly than anticipated or becomes saturated with
competitors, our operations and future revenue stream may not achieve our
expectations. We cannot accurately predict the rate at which this market will
grow or whether new or increased competition will result in market saturation.
The failure to materialize at the expected levels may reduce our anticipated
revenues.
INTERNET SECURITY CONCERNS MAY HINDER THE DEVELOPMENT OF ELECTRONIC
COMMERCE AND THE DEMAND FOR OUR PRODUCTS AND SERVICES.
A significant barrier to commerce and communications over the Internet
has been the need for the secure transmission of confidential information.
Security breaches or the inadvertent transmission of computer viruses could
expose us to litigation and possible liability. We may incur significant costs
to protect against the threat of security breaches or to alleviate problems
caused by breaches. A party who is able to penetrate our network security could
misuse our users' personal information and our users might sue us or bring
claims against us. If any well-publicized compromise of security occurs,
Internet usage and the demand for our services could decline.
-5-
<PAGE> 7
RISKS RELATED TO THE OFFERING
SOME SHAREHOLDERS HAVE SUBSTANTIAL CONTROL OVER US. INVESTORS IN THIS
OFFERING MAY HAVE NO EFFECTIVE VOICE IN OUR MANAGEMENT.
If you purchase our common stock, you may not have an effective voice
in our management. As of March 31, 2000, our current directors and executive
officers owned approximately 3.4% of the outstanding shares of our common
stock. Also as of March 31, 2000, Entrepreneurial Investors, Ltd. owned
approximately 17.2% of the outstanding shares of our common stock.
These shareholders may continue to exert significant influence over our
business and affairs and will possess substantial control over our operations.
They may have the ability to amend corporate filings, elect a majority of our
board of directors and control matters requiring approval by our shareholders.
They will also have the ability to delay or prevent a change in control of our
company and to discourage a potential acquirer for us or our securities.
OUR ARTICLES OF INCORPORATION AND BYLAWS CONTAIN PROVISIONS THAT COULD
DELAY OR PREVENT A CHANGE IN CONTROL. OUR SHAREHOLDERS' ABILITY TO
EXPEDITIOUSLY CHANGE MANAGEMENT MAY BE COMPROMISED.
Provisions of our articles of incorporation and bylaws could make it
more difficult for a third party to acquire control of our company, even if a
change in control would be beneficial to shareholders. Our articles of
incorporation allow our board of directors to issue preferred stock with terms
set by the board of directors and without shareholder approval. The preferred
stock could be issued quickly with terms that delay or prevent a change in
control or make removal of management more difficult. Also, the issuance of
preferred stock may cause the market price of our common stock to decrease.
WE HAVE A LIMITED MARKET FOR OUR COMMON STOCK AND OUR STOCK PRICE IS
VOLATILE. AN INVESTMENT IN OUR STOCK MAY HAVE LIMITED LIQUIDITY.
Our stock presently trades on the Over-The-Counter Bulletin. Trading on
the Over-The- Counter Bulletin is sporadic and highly volatile. The market
prices of Internet-related stocks tend to be more volatile than the market as a
whole. The market price of our common stock has fluctuated in the past and may
continue to be volatile in the future. There can be no assurance that an active
trading market will develop or be maintained. Failure to develop or maintain an
active trading market could negatively affect the price of our securities, as
well as affect your ability to sell your shares.
AS AN INCREASING AMOUNT OF OUR COMMON STOCK BECOMES ELIGIBLE FOR SALE,
THE MARKET PRICE FOR YOUR SHARES MAY DECREASE.
Sales in the public market of substantial amounts of common stock or
the perception that substantial sales may occur could materially and adversely
affect the market price of our common stock. These sales or perceptions could
also limit our ability to raise capital through an offering of equity
securities. An increasing number of shares eligible for sale may place downward
sell pressures on our market price. The adverse affect on the market price of
our common stock may occur even if the results of our operations are positive.
As of March 31, 2000, we had 36,502,875
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<PAGE> 8
shares of common stock outstanding. The following table illustrates the shares
of common stock eligible for future sale if all outstanding warrants and options
were exercised.
<TABLE>
<CAPTION>
Fully Diluted %
------------- --
<S> <C> <C>
Total shares 44,826,429 100.0
Eligible for future sale 36,134,718 80.6
Subject to Rule 144 restrictions 8,691,711 19.4
</TABLE>
-7-
<PAGE> 9
A WARNING ABOUT FORWARD-LOOKING STATEMENTS
The prospectus may contain forward-looking statements. Any statement
in this prospectus, other than a statement of historical fact, may be a
forward-looking statement.
You can generally identify forward-looking statements by looking for
words like may, will, expect, intend, estimate, anticipate, believe or
continue. Variations on those or similar words, or the negatives of those or
similar words, also may indicate forward-looking statements.
The discussions in this prospectus and in the documents incorporated
by reference contain forward-looking statements. Although we believe that the
expectations reflected in this prospectus are reasonable, we cannot assure you
that our expectations will be correct. Our actual results may differ
significantly from the results discussed in the forward-looking statements. This
prospectus includes a discussion entitled "Risk Factors," discussing important
factors that could cause our actual results to differ materially from our
expectations. These risk factors and other more remote risks are further
discussed in the "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Business" sections of the 10-KSB/A and in our
Form 8-K dated February 17, 2000.
The forward-looking statements in this prospectus are accurate only as
of its date. If our expectations change, or if new events, conditions or
circumstances arise, we are not required to, and may not, update or revise any
forward-looking statements in this prospectus.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares of common
stock sold in this offering.
-8-
<PAGE> 10
SELLING SHAREHOLDERS
The following table lists the owners of the common stock to be included
in this registration statement. This table assumes the exercise of the warrants
and options covering shares to be sold in this offering.
<TABLE>
<CAPTION>
RELATION TOTAL
NAME TO US SHARES PERCENT
---- ----- ------ -------
(+)
<S> <C> <C> <C>
ACM Strategic Investment (1) 224,200
ACM Technology Hedge Fund (1) 135,100
Acorn USA (2) 350,000
AIG Soundshore Opportunity Holding Fund 35,750
Ltd. (3)
AIG Soundshore Holdings Ltd. (3) 111,125
AIG Soundshore Strategic Holding Fund 19,792
Ltd. (3)
AIM VI Capital Development Fund (4) 8,612
AIM Capital Development Fund (5) 824,712 1.84%
Alliance Technology Partners, LP (1) 40,700
Ardsley Institutional Fund, L.P. (6) 175,000
Ardsley Partners Fund I, L.P. (6) 165,000
Ardsley Partners Fund II, L.P. (6) 235,000
Ardsley Offshore Fund Ltd. (6) 275,000
Bald Eagle Fund, Ltd (7) 29,900
Barnstorm & Co. (14) 54,000
Bricoleur Partners, LP (8) 217,000
C.E. Unterberg, Towbin Capital Partners I, L.P. 74,990
(9)
Cascade Capital Partners, LP (10) 585,000 1.30%
Coutts & Co. (11) 6,900
Dorado Capital Partners LP (12) 100,000
Endeavor Asset Management, L.P. (13) 166,667
Finwell & Co. (14) 166,000
Firestar Trust Co. (15) 166,667
Gerlach & Co. (14) 13,000
Gryphon Offshore Fund (16) 114,000
Guilder Gagnon Howe & Co. LLC (17) 166,667
Hammerhead & Co. (14) 80,000
HH Managed Account 1, Ltd. (6) 150,000
Irvine Capital Partners, L.P. (18) 100,000
Irvine Capital Partners II, L.P. (18) 16,670
J.I.B. Associates, Ltd. (8) 44,000
Job & Company, LP (19) 51,000
Kahn Capital Partners LP (20) 350,000
Kensington Partners II L.P. (7) 7,667
Kensington Partners L.P. (7) 129,100
Kimberlite Partners L.P. (21) 33,333
Landwatch & Co. (14) 172,000
Libra Offshore Fund Ltd. (22) 33,333
Libra Fund, LP (23) 133,334
</TABLE>
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<PAGE> 11
<TABLE>
<CAPTION>
RELATION TOTAL
NAME TO US SHARES PERCENT
---- ----- ------ -------
(+)
<S> <C> <C> <C>
Luxor Master Fund, LP (8) 1,000
MAS Funds Small Cap Value Portfolio (11) 628,900 1.40%
MSDW SICAV Global Small Cap Equity Fund 9,600
(11)
MSDW SICAV Small Cap Value Equity Fund 41,500
(11)
Pantheon Partners L.P. (24) 133,334
Pitt & Co. (14) 95,000
Schottenfeld Assoc. LP (25) 250,000
SunAmerica Inc. (26) 333,334
Tarp & Co. (14) 60,000
Tiedmann Investment Group (27) 166,667
TSG Financial Limited Partnership (28) 336,198
UT Capital Partners International, LDC (29) 33,340
UT Technology Partners, LDC (29) 133,330
Van Kampen American Value Fund (11) 563,100 1.26%
Wanger US Small Cap Advisor (2) 350,000
Westcoast & Co. (14) 235,000
Westcore Small Cap Growth Fund (30) 166,667
Zeke, LP 166,667
C. J. and Florence Adams 100
Gerald and Gay Adams 500
Mark and Patricia Adams 250
Michael E. Austin Consultant 2,000
Larry Awalt Employee 1,500
Dr. Clifton Barnhart 15,000
Roy Barrientes Employee 1,000
Emma Barrientos Employee 1,000
Rainer Bischoff 2,388
Shane Black Employee 500
Sandra Boesch Employee 3,000
Lauro Bustamante Employee 1,500
Scott Cannon Employee 1,000
Peter Cantu Employee 1,000
Blandina Cardenas Director 5,000
Ernesto Chavarria Director 75,000
Michael A. Chavez Employee 8,000
Susan Cloutier Employee 1,500
Crumble, Ltd. S.A. (31) 800,000 1.78%
Charles W. and Priscilla L. Cupp 2,500
Christina DeLeon Employee 750
Mary Dietze 5,000
Cornelius Dornier 150,000
David Dornier 30,000
Gabriele Dornier 150,863
Matthia Dornier 100,576
Silvius Dornier 380,000
Herman Ebel 191,094
</TABLE>
-10-
<PAGE> 12
<TABLE>
<CAPTION>
RELATION TOTAL
NAME TO US SHARES PERCENT
---- ----- ------ -------
(+)
<S> <C> <C> <C>
Neil Edwards Employee 3,500
Entrepreneurial Investors, Ltd. (32) 5,843,582 13.04%
Equity Services, Ltd. (33) 82,529
Matt Evans Employee 8,000
Donna Gandy Consultant 1,500
Jim Haren Employee 1,500
Helmut Heinzel 80,576
Thomas Heinzel 70,576
Abel Herrerra Employee 100
Duffy Hobbs Employee 800
Stephen J. Hoelscher Employee 12,700
Michael Jahr 60,576
Fred Kettrick 1,330
Steve Laird Employee 1,000
Robert Loera Employee 5,000
Maria Lopez Employee 1,000
Marie Louissaint Consultant 2,000
Mary K. Marlatt Employee 3,500
Jesus Martines Employee 1,000
Ricardo Martinez Employee 500
Norm Mendeke 3,000
Jaime Munoz Officer 4,500
Lisa Nieri Employee 4,500
David Painter Employee 1,500
Stephen Pampush 10,058
Beula Mae Pearce 2,500
Luana Pearce 10,500
Jim Pearce 3,000
Luana Pearce, Trustee of Luana Pearce Trust 15,000
Penninsular Corp. (34) 50,288
Pinecrest Associates, Inc. (35) 418,020
Dave Pistorius 7,000
Richard Ray Employee 2,500
Joseph Rodrigues Employee 2,500
Nydia Rojas Employee 1,000
Paul Samaripa Employee 6,000
Beatrice Schaefer 104,144
Heinz Schmitz 85,076
Fred Shelton 1,500
Tamara Shiplet Employee 2,500
Iona Smith Employee 1,000
John Stockton 3,500
Floyd Tate 3
Trisha Truong Employee 3,000
Ventura Investments, Ltd. (36) 800,000 1.78%
Vesta Holdings, S.A. (37) 800,000 1.78%
Todd Wagner Employee 2,000
Peter Widenmann 10,058
</TABLE>
-11-
<PAGE> 13
<TABLE>
<CAPTION>
RELATION TOTAL
NAME TO US SHARES PERCENT
---- ----- ------ -------
(+)
<S> <C> <C> <C>
Heinz C. Winzeler 590,000 1.32%
Linda Wolf Employee 500
Dick Young Employee 2,000
----------
TOTAL 20,524,293
==========
</TABLE>
(+) The calculations assume exercise and conversion of all outstanding warrants
and other rights into shares of common stock. Consequently, the percentages were
based on an aggregate of 44,826,429 shares of common stock outstanding as of
March 31, 2000. The absence of an entry indicates the shares amount to less than
one percent of our fully diluted common stock.
(1) Gerald Malone and Peter Anastos have shared voting and investment
control over the shares held by ACM Strategic Investment, ACM
Technology Hedge Fund, and Alliance Technology Partners, LP.
(2) Wanger Asset Management, L.P. is the investment advisor for Acorn USA
and Wanger U.S. Small Cap Advisor, and has voting and investment
control over the shares held by Acorn USA and Wanger U.S. Small Cap
Advisor.
(3) AIG International Management Company is the investment manager of AIG
Soundshore Holdings, Ltd., AIG Soundshore Opportunity Holding Fund
Ltd., and AIG Soundshore Strategic Holding Fund Ltd. AIG International
Management Company, Inc. delegated its portfolio management services to
Busso Securities Ltd. Howard I. Fischer, president of Basso Securities,
Ltd., has voting and investment control over the shares held by AIG
Soundshore Holdings, Ltd., AIG Soundshore Opportunity Holding Fund
Ltd., and AIG Soundshore Strategic Holding Fund Ltd
(4) AIM VI Capital Development Fund is a mutual fund and a public reporting
company.
(5) AIM Capital Development Fund is a mutual fund and a public reporting
company.
(6) Philip J. Hempleman has voting and investment control over the shares
held by Ardsley Offshore Fund, Ltd., Ardsley Partners Fund I, L.P.,
Ardsley Partners Fund II, L.P., Ardsley Institutional Fund, L.P., and
HH Managed Account 1, Ltd. Philip J. Hempleman is managing general
partner of Ardsley Advisory Partners, the investment advisor for
Ardsley Offshore Fund, Ltd., Ardsley Partners Fund I, L.P., Ardsley
Partners Fund II, L.P., Ardsley Institutional Fund, L.P., and HH
Managed Account 1, Ltd.
(7) Grainne M. Coen and Richard J. Keim, partners of Kensington Partners,
L.P., the investment advisor for Kensington Partners L.P., Kensington
Partners II, L.P., and Bald Eagle Fund, Ltd., have shared voting and
investment control over the shares held by Kensington Partners L.P.,
Kensington Partners II, L.P., and Bald Eagle Fund, Ltd.
-12-
<PAGE> 14
(8) Bricoleur Capital Management, LLC owns Bricoleur Partners, LP, J.I.B.
Associates, Ltd., and Luxor Master Fund, L.P. Bob Poole, Dain Winsatt,
and Rick Hornbuckle, partners of Bricoleur Capital Management, LLC,
have shared voting and investment control over the shares held by
Bricoleur Partners, LP, J.I.B. Associates, Ltd., and Luxor Master Fund,
L.P.
(9) UTCM LLC, the general partner of C.E. Unterberg Towbin Capital Partners
I, L.P., has voting and investment control over the shares held by C.E.
Unterberg Towbin Capital Partners I, L.P.
(10) Gryphon Capital Management, LLC, is the general partner of Cascade
Capital Partners, LP. Joseph E. Sweeney, III, Manager of Gryphon
Capital Management, LLC, has voting and investment control over the
shares held by Cascade Capital Partners, LP.
(11) Miller Anderson & Sherrerd, LLP, is the investment manager for MAS
Funds Small Cap Value Portfolio, Van Kampen American Value Fund, MSDW
SICAV Small Cap Value Equity Fund, MSDW SICAV Global Small Cap Equity
Fund, and Coutts & Co. Gary G. Schlarbaum, a managing partner of Miller
Anderson & Sherrerd, LLP, has voting and investment control over the
shares held by MAS Funds Small Cap Value Portfolio, Van Kampen American
Value Fund, MSDW SICAV Small Cap Value Equity Fund, MSDW SICAV Global
Small Cap Equity Fund, and Coutts & Co.
(12) Gregory D. Parise, the general partner of Dorado Capital Partners, LP,
has voting and investment control over the shares held by Dorado
Capital Partners, LP.
(13) Patrick Tully, Mark Fain and Chad Comiteau have shared voting and
investment control over the shares held by Endeavor Asset Management,
L.P.
(14) Wellington Management Company, L.L.P., as the fund advisor for
Barnstorm & Co., Finwell & Co., Gerlach & Co., Hammerhead & Co.,
Landwatch & Co., Pitt & Co., Tarp & Co., and Westcoast & Co., has
voting and investment control over the shares held by Barnstorm & Co.,
Finwell & Co., Gerlach & Co., Hammerhead & Co., Landwatch & Co., Pitt &
Co., Tarp & Co., and Westcoast & Co.
(15) Peter B. Doyle, Steven Tuen and Fred A. Froewiss have shared voting and
investment control over the shares held by Firestar Trust Co.
(16) Gryphon Capital Management, L.L.C. is the director of Gryphon Offshore
Fund. Joseph E. Sweeney, manager of Gryphon Capital Management, L.L.C.,
has voting and investment control over the shares held by Gryphon
Offshore Fund.
(17) Walter J. Weadock and John Colton have shared voting and investment
control over the shares held by Guilder Gagnon Howe & Co. LLC.
(18) David Bunzel has voting and investment control over the shares held by
Irvine Capital Partners, L.P., and Irvine Capital Partners II, L.P.
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<PAGE> 15
(19) Gryphon Capital Management, LLC, is the investment manager of Job &
Company LP. Joseph E. Sweeney, III, manager of Gryphon Capital
Management, LLC, has voting and investment control over the shares held
by Job & Company LP.
(20) Brian Kahn, the fund manager of Kahn Capital Partners, LP, has voting
and investment control over the shares held by Kahn Capital Partners,
LP.
(21) Kelly Pam, partner of Kimberlite Partners, L.P., has voting and
investment control over the shares held by Kimberlite Partners, L.P.
(22) Ranjan Tandon, director of Libra Offshore Fund, Ltd., has voting and
investment control over the shares held by Libra Offshore Fund, Ltd.
(23) Ranjan Tandon, general partner of Libra Fund, L.P., has voting and
investment control over the shares held by Libra Fund, L.P.
(24) Kelly Pam, general partner of Pantheon Partners, L.P., has voting and
investment control over the shares held by Pantheon Partners, L.P.
(25) Richard Schottenfeld, president of Schottenfeld Associates, LP's
general partner, Winchester Holdings, has voting and investment control
over the shares held by Schottenfeld Associates, LP.
(26) SunAmerica Inc. is a wholly owned subsidiary of American International
Group, Inc., a public reporting company.
(27) Carl H. Tiedmann, Hans Tiedmann, George Boltres, Barbara Warga Navatil,
Laurie Jelenex, partners of Tiedmann Investment Group, have shared
voting and investment control held by Tiedmann Investment Group.
(28) John Gorman, president of TSG Financial Limited Partner's general
partner, TSG Investments, Inc., has voting and investment control over
the shares held by TSG Financial Limited Partnership.
(29) CPI Holdings LDC, majority shareholder of UT Technology Partners, LDC,
and UT Capital Partners International, LDC, has voting and investment
control over the shares held by UT Technology Partners, LDC, and UT
Capital Partners International, LDC.
(30) Denver Investment Advisors, investment advisor for Westcore Small Cap
Growth Fund, has voting and investment control over the shares held by
Westcore Small Cap Growth Fund.
(31) Dr. Urs Schaefer has voting and investment control over the shares held
by Crumble, Ltd. SA.
(32) Robert E. Cordes has voting and investment control over the shares held
by Entrepreneurial Investors, Ltd.
-14-
<PAGE> 16
(33) Lynn Turnquest has voting and investment control over the shares held
by Equity Services, Ltd.
(34) Robert E. Cordes, Penninsular Corp.'s President, has voting and
investment control over Penninsular Corp.'s shares.
(35) Sylvia G. Seymour, president, has voting and investment control over
Pinecrest Associates, Inc.'s shares.
(36) Michael Schnezier has voting and investment control over the shares
held by Ventura Investments Ltd.
(37) Ernst Kuhn has voting and investment control over the shares held by
Vesta Holdings, SA.
-15-
<PAGE> 17
PLAN OF DISTRIBUTION
The shares of common stock being offered by the selling shareholders
will be sold in one or more transactions on the Over-The-Counter Bulletin Board
or on any other market on which the common stock may be trading. The
transactions may include block transactions. The shares may be sold in any of
the following manners:
o privately negotiated transactions
o through the writing of options on the shares of common stock
o short sales
o any combination of the above.
The sale price to the public may be the market price prevailing at the
time of sale, a price related to the prevailing market price or any other price
the selling shareholder determines. The shares of common stock may also be sold
pursuant to Rule 144. The selling shareholder will have the sole and absolute
discretion not to accept any purchase offer or make any sale of shares if they
deem the purchase price to be unsatisfactory at any particular time.
The selling shareholders may also sell the shares directly to market
makers acting as principals and/or broker-dealers acting as agents for
themselves or their customers. Brokers acting as agents for the selling
shareholders will receive usual and customary commissions for brokerage
transactions. Market makers and block purchasers purchasing shares will do so
for their own account and at their own risk. It is possible that the selling
shareholders will attempt to sell shares of common stock in block transactions
to market makers or other purchasers at a price per share which may be below the
then market price. There can be no assurance that any of the shares will be sold
by the selling shareholders. Upon effecting the sale of any of the shares
offered by the selling shareholders, the selling shareholders and any brokers,
dealers or agents may be underwriters as that term is defined under the
Securities Act or the Exchange Act, or the applicable rules and regulations.
If the Company is notified of any material arrangement by a selling
shareholder with a broker or dealer for the sale of shares through a block
trade, special offering, exchange distribution or secondary distribution or a
purchase by a broker or dealer, a supplemental prospectus will be filed, if
required, pursuant to Rule 424(c) under the Securities Act. If filed, the
supplemental prospectus will disclose:
o the name of each broker-dealer involved in the arrangement
o the number of shares involved
o the price at which shares were sold
o any commissions paid or discounts or concessions allowed to the
broker-dealer(s)
o that the broker-dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference in
this document, as supplemented
o other facts material to the transaction.
The selling shareholders and any other persons participating in the
sale or distribution of the shares will be subject to applicable provisions of
the Exchange Act and the rules and regulations
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<PAGE> 18
thereunder, which provisions may limit the timing of purchases and sales of any
of the shares. The foregoing may affect the marketability of the shares.
Each of the selling shareholders in the following list is an affiliate
of a registered broker or dealer and has assured us that they acquired the
shares in the ordinary course of their business and that they did not have an
agreement or understanding, directly or indirectly, with any person to
distribute the shares at the time the shares were acquired:
AIM Capital Development Fund
AIM VI Capital Development Fund
Alliance Technology Partners, L.P.
ACM Strat Investment
ACM Technology Hedge Fund
Guilder Gagnon Howe & Co. LLC
Firestar Trust Co.
Coutts & Co.
MAS Funds Small Cap Value Portfolio
MSDW SICAV Small Cap Value Equity Fund
MSDW SICAV Global Small Cap Equity Fund
Van Kampen American Value Fund
Kimberlite Partners L.P.
Pantheon Partners L.P.
SunAmerica Inc.
TSG Financial Limited Partnership
UT Capital Partners International, LDC
UT Technology Partners, LDC
C.E. Unterberg, Towbin Capital Partners I, L.P.
Acorn USA
Wanger US. Small Cap Advisor
We have agreed to indemnify the selling shareholders, or their
transferees or assignees, against liabilities under the Securities Act, or to
contribute to payments the selling shareholders may be required to make in
respect of liabilities under the Securities Act.
We are bearing all costs relating to the registration of the shares,
other than fees and expenses, if any, of counsel or other advisers to the
selling shareholders. Any commissions, discounts or other fees payable to
broker-dealers in connection with any sale of the shares will be borne by the
selling shareholders.
-17-
<PAGE> 19
THE SECURITIES OFFERED
We are authorized to issue up to 50,000,000 shares of common stock, and
up to 10,000,000 shares of preferred stock.
As of March 31, 2000, there were 36,502,875 shares of common stock
outstanding. No shares of preferred stock are outstanding and the board of
directors has no present intention or plan to issue preferred stock.
The following is a summary of some of the material provisions and terms
of our articles and bylaws that might be important to you as a shareholder. You
should refer to our articles of incorporation and bylaws for a complete
statement of your rights as a shareholder. Both the articles of incorporation
and the bylaws are filed with the SEC as Exhibit No. 3 to our registration
statement, file # 33-24265-LA.
As a holder of our common stock you will have one vote per share on all
matters voted on by shareholders, including elections of directors. Unless
required by law or provided in any resolution adopted by the board of directors
about any series of preferred stock, only holders of our common stock have
voting rights. The articles of incorporation do not provide for cumulative
voting. Cumulative voting is the ability to cast as many votes for a director as
the shareholder has shares of stock multiplied by the numbers of directors to be
elected, in the election of directors. The articles of incorporation also do not
provide for preemptive rights. A preemptive right is a shareholder's right to
acquire new shares issued by a company to preserve their proportional interest.
Owners of our common stock will receive dividends if the board declares them out
of available funds. However, we do not expect to declare or pay dividends on our
common stock.
The transfer agent for our common stock is Interwest Transfer Company,
Inc.
-18-
<PAGE> 20
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms located at:
<TABLE>
<S> <C> <C>
Securities and Exchange Commission or Securities and Exchange Commission
450 Fifth Street, N.W. 801 Cherry Street, 19th Floor
Washington, D.C. 20549 Ft. Worth, Texas 76102
</TABLE>
Further information on the SEC's public reference rooms, is available from the
SEC at 1-800-SEC-0330. Our SEC filings are also available on the Internet at
"http:/www.sec.gov."
The SEC allows us to incorporate by reference information from other
documents that we file with them, which means that we can disclose important
information by referring to those documents. The information incorporated by
reference is considered to be part of this document, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 before the sale of all the shares covered by
this prospectus:
o Annual report on Form 10-KSB/A for the year ended March 31, 1999
o All other reports filed with the SEC in compliance with
Sections 13(a) or 15(d) of the Exchange Act since the end of
the fiscal year ended March 31, 1999
o The description of our common stock contained in our registration
statement on Form 10, filed with the SEC on October 27, 1975,
file number M862263.
We will deliver to each person receiving this document, a copy of any
or all of the information that has been incorporated by reference and not
delivered with this prospectus. You may request a copy of these filings, at no
cost, by writing or telephoning:
MSI Holdings, Inc.
1121 East 7th Street
Austin, Texas 78702
Attn: Robert J. Gibbs
Telephone: (512) 476-6925
INDEMNIFICATION
Our revised articles of incorporation state that we may indemnify each of
our directors, officers, employees, or agents to the full extent permitted by
the laws of the state of Utah. In summary, the Utah Revised Business
Corporation Act:
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<PAGE> 21
o authorizes any corporation to indemnify directors and officers
against any judgments, fines, amounts paid in settlement and
reasonable expenses, including attorney's fees, incurred by
reason of his having been a corporate director or officer;
o confers on the director or officer an absolute right to
indemnification for expenses, including attorney's fees,
actually and reasonably incurred to the extent he is
successful on the merits or defense of any claim, issue, or
matter;
o allows a corporation to pay attorney's fees and other
litigation expenses on behalf of a director or officer in
advance of the final disposition of the action, provided the
director or officer undertakes to reimburse the corporation,
if it is ultimately determined that he is not entitled to be
indemnified by the corporation or if the advances exceed the
indemnification to which he is entitled; and
o recognizes that a director or officer may be entitled to
additional indemnification under the corporation's certificate
or articles of incorporation, bylaws, agreements, or by
shareholders' vote.
However, the indemnification authorized by the Utah Revised Business
Corporation Act is limited to those situations where:
o the director or officer acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation;
o if in criminal proceedings, the director or officer had no
reasonable cause to believe his conduct was unlawful; and
o either the board of directors, acting through a quorum of
disinterested directors or on the advice of independent legal
counsel, has or the shareholders have made a determination
that indemnification is proper in the circumstances.
Moreover, we may not indemnify a director if the director is adjudged
liable to us or has derived an improper personal benefit in an action in which
the director is adjudged liable. We may also purchase and maintain insurance to
provide indemnification.
Though indemnification for liabilities arising under the Securities
Act may be permitted to members of the board of directors, officers, employees,
or person controlling us under the provisions outlined above, we have been
advised that in the opinion of the Securities and Exchange Commission
indemnification for liabilities arising under the Securities Act is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.
LEGAL MATTERS
The validity of the shares offered by this document has been passed
upon for us by Parr Waddoups Brown Gee & Loveless P.C. of Salt Lake City, Utah.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our annual report on Form 10-KSB/A for the year
ended March 31, 1999, as reflected in their report which is incorporated by
reference in this prospectus and elsewhere in the registration statement. Our
financial statements are incorporated by reference in reliance on Ernst & Young
LLP's report, given on their authority as experts in accounting and auditing.
Brown, Graham and Company, P.C., independent auditors, have audited our
consolidated financial statements included in our annual report on Form 10-KSB/A
for the year ended March 31, 1998, as represented in their report which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements are incorporated by reference in reliance on
Brown, Graham and Company, P.C.'s report, given on their authority as experts in
accounting and auditing.
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<PAGE> 22
You should rely on the information contained in this document. We have not
authorized anyone to provide you with information different from that contained
in this document. The statements and representations contained in this document
are true and correct as of the date indicated on the coverage page. The delivery
of this document does not, under any circumstances, create the implication that
there has been no change since that date. This document is not an offer to sell
or a solicitation of an offer to buy any securities other than those securities
to which the document relates. Moreover, this document does not constitute an
offer to sell or a solicitation of an offer to buy in any circumstances in which
an offer or solicitation is unlawful.
-----------------
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
Risk Factors.............................................2
Use of Proceeds..........................................8
Selling Shareholders.....................................9
Plan of Distribution....................................16
Description of Securities...............................18
Where You Can Find More Information.....................19
Indemnification.........................................19
Legal Matters...........................................20
Experts.................................................20
</TABLE>
20,470,293
MSI HOLDINGS, INC.
Common Stock
-----------------
PROSPECTUS
-----------------
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<PAGE> 23
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses payable by us in
connection with the sale and distribution of the securities being registered.
All amounts are estimates except the SEC registration fee.
<TABLE>
<S> <C>
Filing Fee-Securities and Exchange Commission.................... $ 5,000
Accountants' Fees and Expenses................................... $20,000
Fees and Expenses of Counsel for the Registrant.................. $20,000
Printing and Communication Expenses.............................. $10,000
Blue Sky Fees and Expenses....................................... $ 3,500
Miscellaneous Expenses........................................... $ 1,500
------
Total.................................................... $60,000
</TABLE>
The selling security holders are bearing no portion of the expenses of
the offering pursuant to agreement.
ITEM 15. Indemnification of Directors and Officers.
The registrant's revised articles of incorporation and by-laws permit
the registrant to indemnify its directors and officers to the fullest extent
authorized under the Utah Business Corporation Act ("UBCA"). In general, a Utah
corporation may indemnify a director or officer who was, is or is threatened to
be made, a named defendant or respondent in a proceeding by virtue of his
position in the corporation if he acted in good faith and 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 proceedings, had no reasonable cause
to believe his conduct was unlawful. A Utah corporation may indemnify a
director, officer, employee, or agent ("fiduciary") in an action brought by or
in the right of the corporation only if such fiduciary was not found liable to
the corporation, unless or only to the extent that a court finds him to be
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions (set forth in Item 14
above), or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
-22-
<PAGE> 24
ITEM 16. Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION LOCATION
- ----------- ------------------- --------
<S> <C> <C>
4 Specimen of Securities (1) Incorporated by reference to
Exhibit Nos. 1A and 1B of
Registrant's Form 8-A
Registration Statement (File #0-
8146)
5 Legal Opinion of Parr Waddoups
Brown Gee & Loveless P.C. (3)
23.1 Consent of Ernst & Young LLP (2) Exhibit 23.1
23.2 Consent of Brown, Graham and Exhibit 23.2
Company, P.C. (2)
23.3 Consent of Parr Waddoups Brown Exhibit 23.3
Gee & Loveless P.C. (3)
</TABLE>
(1) Previously filed with the Securities and Exchange Commission and
incorporated by reference pursuant to Rule 12b-32 of the Securities
Exchange Act of 1934.
(2) Filed herewith.
(3) To be filed by amendment.
ITEM 17. Undertakings.
The Undersigned Registrant hereby undertakes:
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<PAGE> 25
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered in that post-effective amendment, and the offering of those
securities at that time shall be deemed to be the initial bona fide
offering of those securities.
(3) To remove from registration by means of post-effective amendment any
of the securities being registered in which remain unsold at the
termination of the offering.
-24-
<PAGE> 26
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has responsible grounds to believe that it meets
all of the requirements of filing on Form S-3 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Austin,
State of Texas, on May 22, 2000.
MSI HOLDINGS, INC.
By: /s/ ROBERT J. GIBBS
-----------------------------------
Robert J. Gibbs, President & CEO
POWER OF ATTORNEY
Each officer or director whose signature appears below hereby appoints
Robert J. Gibbs and Douglas W. Banister as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to sign on his or her behalf, as an individual and in the capacity stated below,
any amendment or post-effective amendment to this Registration Statement, and
any registration statement relating to an offering made in connection with the
offering contemplated by this Registration Statement, including but not limited
to any post-effective amendment filed pursuant to Rule 462(b) promulgated under
the Securities Act of 1933, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing which such
attorney-in-fact and agent may deem appropriate or necessary, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in fact and agent, or any substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ ROBERT J. GIBBS
- -------------------------------
Robert J. Gibbs President, CEO and Director May 22, 2000
/s/ DOUGLAS W. BANISTER
- -------------------------------
Douglas W. Banister Vice President and
Chief Financial Officer May 22, 2000
/s/ CHRIS BRICKLER
- -------------------------------
Chris Brickler Director May 22, 2000
</TABLE>
<PAGE> 27
<TABLE>
<S> <C> <C>
- -------------------------------
Blandina Cardenas Director May 22, 2000
- -------------------------------
Ernesto Chavarria
Director May 22, 2000
/s/ DANIEL DORNIER
- -------------------------------
Daniel Dornier Director May 22, 2000
/s/ STEVE METZGER
- -------------------------------
Steve Metzger Director May 22, 2000
/s/ HUMBERT B. POWELL, III
- -------------------------------
Humbert B. Powell, III Director May 22, 2000
- -------------------------------
Davinder Sethi Director May 22, 2000
</TABLE>
<PAGE> 28
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION LOCATION
- ----------- ------------------- --------
<S> <C> <C>
4 Specimen of Securities (1) Incorporated by reference to
Exhibit Nos. 1A and 1B of
Registrant's Form 8-A
Registration Statement (File #0-8146)
5 Legal Opinion of Parr Waddoups
Brown Gee & Loveless P.C. (3)
23.1 Consent of Ernst & Young LLP (2) Exhibit 23.1
23.2 Consent of Brown, Graham and Exhibit 23.2
Company, P.C. (2)
23.3 Consent of Parr Waddoups Brown Exhibit 23.3
Gee & Loveless P.C. (3)
</TABLE>
(1) Previously filed with the Securities and Exchange Commission and
incorporated by reference pursuant to Rule 12b-32 of the Securities
Exchange Act of 1934.
(2) Filed herewith.
(3) To be filed by amendment.
<PAGE> 1
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the registration statement amendment number 1 (Form S-3, Registration No.
333-31726) and related prospectus of MSI Holdings, Inc. for the registration of
20,470,293 shares of its common stock and to the incorporation by reference
therein of our report dated September 28, 1999, except for Notes 1, 13, and 15,
as to which the date is February 29, 2000, with respect to the consolidated
financial statements of MSI Holdings, Inc. included in its Annual Report (Form
10-KSB/A) for the year ended March 31, 1999, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
- -------------------------------
Austin, Texas
May 22, 2000
<PAGE> 1
Exhibit 23.2
CONSENT OF BROWN, GRAHAM AND COMPANY, P.C.
To the Board of Directors of MSI Holdings, Inc., a Utah corporation:
We consent to the use of our report, incorporated by reference herein,
dated June 9, 1998, as restated on September 24, 1999, and to the reference to
our firm under the heading "Experts" in the registration statement on Form S-3
for the above named company.
/s/ BROWN, GRAHAM AND COMPANY. P.C.
- -----------------------------------
Brown, Graham and Company, P.C.
Georgetown, Texas
May 22, 2000
