<PAGE>
As filed with the Securities and
Exchange Commission on March 20, 1996
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ANALYTICAL SURVEYS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COLORADO
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
84 084 6389
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)
1935 Jamboree Drive, Colorado Springs, CO 80920; (719) 593-0093
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OR REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
Scott Benger, Sr. Vice President-Finance, Analytical Surveys, Inc.,
1935 Jamboree Drive, Colorado Springs, CO 80920; (719) 593-0093**
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
As soon as practicable after the effective date of this Registration Statement
and in any event within two (2) years of effective date of Registration
Statement.
(APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC)
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 CHECK THE FOLLOWING BOX: [X]
IF THE REGISTRANT ELECTS TO DELIVER ITS LATEST ANNUAL REPORT TO SECURITY
HOLDERS, OR A COMPLETE AND LEGIBLE FACSIMILE THEREOF, PURSUANT TO ITEM 11(A)(1)
OF THIS FORM, CHECK THE FOLLOWING BOX: [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED PRICE PER UNIT OFFERING PRICE REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common 292,450 Shares $11.19 3,272,515.50 $1,128.45
</TABLE>
** Copies to: Daniel P. Edwards, Esq.
128 S. Tejon, Suite 300
Colorado Springs, CO 80903
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
-1-
<PAGE>
ANALYTICAL SURVEYS, INC.
CROSS-REFERENCE SHEET BETWEEN ITEMS
OF FORM S-2 AND PROSPECTUS
- -----------------------------------------------------------------------
Item Item in Prospectus Prospectus
No. Form S-2 Page Caption
- -----------------------------------------------------------------------
1. Forepart of Registration - Outside Front Cover Page
Statement and Outside
Front Cover Page of
Prospectus
2. Inside Front and Outside - Inside Front and Outside
Back Cover Pages of Back Cover Pages
Prospectus
3. Summary Information, Risk 3 Summary Information; Risk
Factors and Ratio of Factors; The company; In-
Earnings to Fixed Charges applicable
4. Use of Proceeds 11 Use of Proceeds/Capitalization
5. Determination of Offering Not applicable
6. Dilution 15 Dilution and Other
Comparative Data
7. Selling Security 3 SUMMARY INFORMATION
Holders (The Selling Shareholder)
Principal and Selling
Shareholders
8. Plan of Distribution Outside Front Cover Page
9. Description of Securities 15 Description of Securities
To be Registered
10. Interests of Named Expert 16 Legal Matters
And Counsel
11. Information with Respect 2 Available Information;
to the Registrant Summary Information; Risk
Factors; The Company;
Dividend Policy; Capitaliza-
-2-
<PAGE>
- -----------------------------------------------------------------------
Item Item in Prospectus Prospectus
No. Form S-2 Page Caption
- -----------------------------------------------------------------------
tion; Selected Consolidated
Financial Data; Description
Of Securities
12. Incorporation of Certain 2 Documents Incorporated
Information by Reference by Reference
13. Disclosure of Commission 17 Disclosure of Commission
Position on Indemnification Position, ETC.
For Securities Act Liabilities
-3-
<PAGE>
SUBJECT TO COMPLETION
PROSPECTUS DATED March 20, 1996
292,450 Shares
ANALYTICAL SURVEYS, INC.
Common Stock
(No Par Value)
Of the 292,450 shares of Common Stock ("Shares") offered hereby all 292,450
shares are offered by the Selling Shareholders as set forth under "Selling
Shareholders." Analytical Surveys, Inc. ("the Company") will not receive any
proceeds from the sale of shares by the Selling Shareholders, nor pay any
underwriting fees or commissions, which, if any, will be paid by the Selling
Shareholders. John A. Thorpe will pay up to $15,000 of the offering
expenses, and the remainder of such offering expenses will be paid by
Schneider Securities, Inc., one of the Selling Shareholders. The Selling
Shareholders will receive all of the net proceeds of the offering.
These securities are traded on NASDAQ. On March 20, 1996, the average of the
bid and ask price was $11.19.
The Company is registering these Shares for the Selling Shareholders pursuant
to registration rights under the Common Stock Purchase Agreement dated
February 9, 1995, between John A. Thorpe and Detroit Policemen and Firemen
Retirement System and between John A. Thorpe and Monsanto Master Trust,
respectively, and the Common Stock Purchase Agreement dated _____________,
1996, between JOHN A. THORPE and KENNEDY CAPITAL MANAGEMENT, INC.
("KENNEDY"), (copies of which are included as an Exhibit to the Registration
Statement on file with the Securities and Exchange Commission).
-4-
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
(See "Risk Factors")
-5-
<PAGE>
AVAILABLE INFORMATION
ANALYTICAL SURVEYS, INC. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934 (the "1934
Act") and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and at its regional offices in
Denver at 410 Seventeenth Street, Suite 700, Denver, CO 80202. Copies of
such material can also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates.
DOCUMENTS INCORPORATED BY REFERENCE
The Company and the Selling Shareholders hereby incorporate by
reference in this Prospectus:
(i) the Company's annual report on Form 10-KSB for the year ended
September 30, 1995, (as supplemented by Form 8-K dated January 8, 1996, and
amended March 20, 1996).
(ii) the Company's Quarterly Report on Form 10-QSB for the period
ended December 31, 1995; and
(iii) Form 8-K dated January 8, 1996, and amended on March 20,
1996.
A copy of the Company's latest Annual Report to Shareholders will
accompany this Prospectus.
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 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.
The Company will furnish without charge to each person to whom a copy of
this Prospectus has been delivered, upon
-6-
<PAGE>
written or oral request, a copy of any or all of the documents referred to
above which have been incorporated herein by reference (not including
exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents). Requests for such copies
should be directed to Scott Benger, Secretary, Analytical Surveys, Inc., 1935
Jamboree Drive, Colorado Springs, CO 80920, (719) 593-0093.
SUMMARY INFORMATION
The following summary information is qualified in its entirety by other
information including the consolidated financial statements, appearing
elsewhere in this Prospectus.
THE COMPANY
The Company is a Colorado corporation formed in February 1981 for the
purpose of constructing and selling (a) mapping and related services; and (b)
related digital data bases constructed from aerial photographs through the
use of interactive graphics. The Company's office is located at 1935
Jamboree Drive, Colorado Springs, CO 80920. The telephone number is (719)
593-0093. The Company also has an Intelligraphics Division International
Division of Analytical Surveys, Inc., located in Waukesha, Wisconsin.
THE SELLING SHAREHOLDER(S)
The Selling Shareholders and the number of shares to be registered on
behalf of each are listed below, together with the date of purchase of their
shares. The shares offered hereby were acquired in a private offering. (See
Principal and Selling Shareholders).
There is no relationship other than as shareholder, between any Selling
Shareholder and the Company. Prior to the offering the Selling Shareholders
owned in the aggregate 292,450 shares of Common Stock of the Company, (9.5%
of the Common Stock of the Company). After completion of the offering, the
Selling Shareholders will own -0-% of the Common Stock of the Company,
assuming all shares are sold. The Selling Shareholders are under no
obligation to sell their shares.
DATE OF NO. OF SHARES
SELLING SHAREHOLDERS PURCHASE REGISTERED
- -------------------- -------- ----------
-7-
<PAGE>
1. Detroit Policemen and 2-9-95 50,000
Firemen Retirement System
2. Monsanto Master Trust 2-9-95 50,000
3. Mertz and Moyer 2-9-96 3,000
4. Mac & Co. 2-9-96 9,000
5. Atwell & Co. 2-9-96 1,500
6. Pitt & Co. 2-9-96 24,000
7. Charles Schwab Trust Co. 2-9-96 4,000
FBO Citizens Auto Corp.
Profit Sharing Acct. #100022
8. Auer & Co. 2-9-96 37,000
DATE OF NO. OF SHARES
SELLING SHAREHOLDERS PURCHASE REGISTERED
- -------------------- -------- ----------
9. Siglar & Co. 2-9-96 2,000
10. Ell & Co. 2-9-96 5,000
11. Antar 2-9-96 8,000
12. NSCC 2-9-96 2,000
13. Howe & Co., c/o Northern 2-9-96 24,450
Trust Co. Custodian for
Monsanto Master Trust
#22-85767
14. Cudd & Co. 2-9-96 7,500
15. Booth & Co. 2-9-96 17,000
16. Hare & Co. 2-9-96 5,000
-8-
<PAGE>
17. Schneider Securities, Inc. 2-9-96 43,000
-------
292,450
THE OFFERING
Securities Being
Offered .............. 292,450 shares of the no par value common
stock of the Company offered by the
Selling Shareholders.
Offering Price .......... The stock will be offered on a delayed or
continuous basis pursuant to Rule 415 of
the Securities Act of 1933. The offering
price will be at the market price of the
date of sale.
Common Stock Outstanding:
Prior to Offering ..... 3,064,099 at March 1, 1996
After Offering ........ 3,064,099
-9-
<PAGE>
Net Proceeds to the
Selling Shareholders..... The net proceeds to the Selling
Shareholders (net of commissions and
offering expenses) will be determined
based on the price at which shares
are sold, since the stock will
be offered on a delayed or continuous
basis pursuant to Rule 415 of the
Securities Act of 1933.
PLAN OF DISTRIBUTION
The Selling Shareholders have not yet determined the plan of
distribution of the offering. No agreement, arrangement, or understanding
with underwriters, brokers or dealers has been entered into or will be
entered into prior to the effective date of this Registration Statement.
USE OF PROCEEDS
The Selling Shareholders have not yet determined how the proceeds of the
stock will be used.
RISK FACTORS
In addition to other information set forth in this Prospectus,
purchasers should consider carefully the information relating to the risk
factors involved in this offering. (See "Risk Factors").
SUMMARY SELECTED FINANCIAL INFORMATION; OPERATING RESULTS
The following selected financial information should be read in
conjunction with the consolidated financial statements and accompanying notes
incorporated herein by reference.
BALANCE SHEET DATA
<TABLE>
<CAPTION>
September 30, December 31,
--------------- ------------
1994 1995 1995
---- ---- ----
<S> <C> <C> <C>
Current Assets......... $6,442,567 $8,554,444 $11,497,548
Current Liabilities.... 2,749,378 2,816,212 4,973,741
Total Assets........... 8,016,056 10,047,675 16,404,732
-10-
<PAGE>
Total Liabilities...... 3,419,518 3,392,987 8,578,060
Stockholders' Equity... 4,596,538 6,654,688 7,826,672
Working Capital........ 3,693,189 5,738,232 6,523,807
Net Tangible Book Value
Per Share ........... $ 1.79 $ 2.33 $ 1.53
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
-11-
<PAGE>
STATEMENT OF OPERATIONS DATA
<TABLE>
<CAPTION>
FISCAL YEAR
-----------
ENDED SEPTEMBER 30,
-------------------
1993 1994 1995
---- ---- ----
<S> <C> <C> <C>
Sales of Services $9,106,704 $11,176,165 $13,538,507
Costs and Expenses 8,123,649 9,696,442 11,519,146
Net Earnings 485,336 803,617 1,184,177
Earnings per
Common Share .18 .30 .40
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS
------------
ENDED DECEMBER 31,
------------------
1994 1995
---- ----
<S> <C> <C>
Sale of Services $2,916,662 $3,648,634
Costs and Expenses 2,661,007 3,172,688
Net Earnings 135,630 275,218
Earnings Per
Common Share .05 .09
</TABLE>
THE COMPANY
GENERAL
The Company was organized in February, 1981 in Colorado for the purpose of
constructing and selling mapping and related services and related digital data
bases constructed from aerial photographs through the use of interactive
graphics. The Company performs these services on a contract basis for clients,
it sells data for its own account, and stores data for itself and its clients,
and consults with clients. The Company builds and digitizes maps through the
use of stereoscopic or "three-dimensional" aerial photography; this science is
called photogrammetry. See "Competition".
THE INDUSTRY
Photogrammetric mapping, is evolving from a mechanical art
-12-
<PAGE>
which hundreds of existing aerial survey firms can perform, to a highly
technological field incorporating the automation of information management.
Conventional maps are stored in filing cabinets and consist of documents
showing such topographic features as buildings, roads and trees, and can also
show a third dimension (i.e., elevations) through the presentation of
contours; but the amount of information which can be stored on the maps is
limited by lack of space. The computer and the new interactive graphics
technology now enables the Company to add the fourth dimension, which is
information.
The use of interactive graphics enables people to access a data base or
data bank which is stored in a computer somewhere in many cities. The data
base, if brought onto a graphic computer screen, looks at first sight like a
map, showing streets, buildings, fences, contours, utility manholes and a host
of other information, which information can be shown on the screen or left off
if desired. This part of the information is called the land base. In addition,
for each building or parcel of land or electric pole, there is non-graphic
information ("attributes") stored in a way which can be called up or analyzed by
computer software. Realtors, for example, are able to get information on
property values, owners' names and such details on the buildings as square
footage. Within seconds, instead of having to hunt for an outdated map in a
filing cabinet, utility engineers are able to find which gas valve to shut off
in the event of a leak. Tax assessors are able to get information on what
improvements have been built on properties, and also reconcile the correct areas
of parcels of land with their records. City engineers are able to plan road
improvements from their office, because the land base has increased map
OPERATIONS
The Company commenced operations in May, 1981 after securing a loan
guaranteed by the Small Business Administration. Since that time, the Company
has provided three basic services, or products, to its clients: conventional
maps, digitized maps, and specialized projects and services, including
consulting services related to the foregoing. Recently it expanded its range of
service through the acquisition of Intelligraphics International, Inc., of
Waukesha, WI.
The great majority of the Company's business is in the U.S.
-13-
<PAGE>
and Canada. The Company employs five sales representatives to market and sell
its primary products. The Company also participates in professional and trade
associations, presents technical papers at industry conferences, and exhibits
at trade shows. Contracts are awarded by customers through direct
negotiation, competitive technical evaluation, competitive bid or a
combination thereof.
The Company employs subcontractors for tasks outside its expertise such as
aerial photography and ground survey. The Company may also use subcontractors
for work similar to that performed by ASI such as digitizing parcel information
when necessary or convenient to meet deadlines or to smooth work load.
PRODUCTS AND SERVICES
CONVENTIONAL MAPPING. The Company produces topographic maps for its
clients. These maps provide a two-dimensional picture of information which the
client has requested. In the past, for example, the Company has provided
conventional mapping services to many cities, counties, and utility companies
across the
DIGITAL DATA BASE MAPPING. The digital base which the Company is producing
and selling is a comprehensive interactive graphics and data base management
system. In essence, it provides the maps of a piece of geography stored in a
computer. With respect to the graphics portion of the data base, for example, a
customer can immediately call up pictures which show topography, water and sewer
arteries, construction and foliage. With respect to the information portion of
the data base, the fourth dimension, the customer can discover such information
as population, density, zoning, tax base and sociological data.
SPECIALIZED PROJECTS. Approximately sixty (60%) of the Company's work to
date has been in the field of specialized photogrammetry. The Company was one
of the first in the world to install analytical (computer-controlled)
stereoplotters (hence the name of the Company, "Analytical Surveys"). Another
area of specialization is the use of high resolution scanning equipment to
produce digital map information from existing maps. ASI has also pioneered the
development of a new map product called digital ortho-photos. Another
specialized application is the use of automated contouring techniques, where the
contours are generated in the computer from randomly measured elevations, and
drawn by a computer-driven flatbed plotter.
-14-
<PAGE>
RESEARCH AND DEVELOPMENT. The Company engages in research and development
activities to develop new internal production process software and to improve
existing process software. Research and development expenditures were $225,894
in fiscal year 1994, and $347,321 in fiscal year 1995.
ANTICIPATED CAPITAL EXPENDITURES. During 1996, the Company may acquire new
and/or upgrade existing photogrammetric instruments, computers and graphic
workstations. Capital expenditures may be required to meet production
requirements for specific contracts or to meet overall production demands.
COMPETITION. There is substantial competition in the area of conventional
mapping and related services. Entry costs are relatively inexpensive, and the
industry is characterized by many small professional firms. Management of the
Company believes that it is among relatively few firms which can provide the
specialized services which it has provided in the past. The Company expects
that there will be substantial competition in the Digital Base industry.
EMPLOYEES. The Company employs 119 full-time employees and no part-time
employees at its Colorado Springs location, and 180 full-time and no part-time
employees at its Waukesha, Wisconsin location.
-15-
<PAGE>
RISK FACTORS
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. IN ANALYZING
THIS OFFERING, PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING
RISK FACTORS, AMONG OTHERS:
1. LOW TRADING VOLUME; VOLATILITY OF STOCK. The trading volume for the
Company's shares is relatively low. This low trading volume increases the
volatility of the market price of the Company's stock. Because of such low
trading volume, in the event the Selling Shareholders sell all or a substantial
portion of their 292,450 shares in a relatively short period of time, the market
price could be adversely impacted by causing a significant price decrease.
2. POSSIBLE ISSUANCE OF PREFERRED SHARES. The Company's Articles of
Incorporation allow it to issue up to 2,500,000 preferred shares. Although the
Company presently has no plans to do so, the issuance of such preferred shares,
or a portion thereof, could adversely affect the other shareholders' rights with
respect to dividends, priority of claims in liquidations, etc. and would, if
such preferred shares were converted to common stock, result in substantial
dilution of the interest of the existing common stockholders.
3. NEED FOR DEVELOPMENT OF NEW BUSINESS. The Company's revenues are
generated through sales of its products and services to clients in the private
and government sectors. As a result, the Company's economic future is
materially dependent upon the ability of management to attract and generate new
or repeat business on a profitable basis. There can be no assurances that the
Company will be able to generate new or repeat business, of if generated, that
it ultimately will prove to be on a profitable basis.
4. OWNERSHIP OF DATA. When the Company has provided services and related
data to its clients, the client, and not the Company, is the owner of the data
bases. As a result, there are no assurances that the Company will generate
additional revenues with respect to such data bases.
5. COMPETITION. Competitors include established companies, some with
greater financial resources than that of the Company. The barriers to entry
into this type of business are not substantial and the Company expects to
encounter substantial competition in the future.
6. NO DIVIDENDS. No dividend has been paid on the Shares of Common Stock
since the inception of the Company, and none is contemplated at any time in the
foreseeable future.
-16-
<PAGE>
7. NEW AND DEVELOPING MARKETS AND CONCEPTS. The digitizing of maps is a
relatively new development, and the industry itself is in its infancy. There
can be no assurances that management of the Company has correctly assessed
either the direction of the industry or the direction of potential markets.
8. OBSOLESCENCE. Current technology may change rapidly, and the major
equipment which the Company owns, or intends to buy, may become obsolete. While
management believes that the equipment which the Company owns, or intends to
acquire subsequent to this offering, is adequate for the foreseeable future, it
is possible that this will not be true.
USE OF PROCEEDS/CAPITALIZATION
The Company will receive no proceeds from the sale of the Stock by the
Selling Shareholders. Therefore, there will be no change in the capitalization
as the result of sales of stock.
PRICE RANGE OF COMMON STOCK
The Company's Common Stock is traded on Over-the-Counter Market under the
NASDAQ symbol ANLT. The following table sets forth the periods indicated on the
high and low bid prices of the Company's Common Stock as reported by NASDAQ.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED SEPTEMBER 30,
-------------------------------
1994 1995 1996
---- ---- ----
HIGH LOW HIGH LOW HIGH LOW
------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
1st Quarter $3.38 $2.50 $5.25 $3.38 $10.25 $6.88
2nd Quarter 3.12 2.38 6.25 4.50
3rd Quarter 3.00 2.25 7.38 4.88
4th Quarter 3.62 2.25 8.75 6.50
</TABLE>
As of March 20, 1996, there were approximately 300 holders of record of the
Company's Common Stock, and approximately 1,500 shareholders holding stock in
street name. At such date, the Selling Shareholders represented 9.5%, of the
total Common Stock issued and outstanding.
<PAGE>
DIVIDEND POLICY
The Company has not paid cash dividends on its Common Stock in the past
and has no present intention to do so.
PRINCIPAL AND SELLING SHAREHOLDERS
The following table sets forth share ownership information as of February
29, 1996, with respect to each director, all directors and officers as a group,
each person who, insofar as the Company has been able to ascertain, beneficially
owned more than 5% of the outstanding Common Stock of the Company and the
Selling Shareholders.
<TABLE>
<CAPTION>
DIRECTORS, ALL DIREC- SHARES NO. OF SHARES
TORS & OFFICERS AS A BENEFICIALLY SHARES BENEFICIALLY
GROUPS, (8) SHARE- OWNED PRIOR BEING OWNED AFTER
HOLDERS OWNING MORE TO OFFERING OFFERED OFFERING
THAN 5% & SELLING ------------ ------- ------------
SHAREHOLDERS
NO.OF % OF NO. OF NO. OF % OF
SHARES CLASS SHARES SHARES CLASS
---------------- -------------------------
<S> <C> <C> <C> <C> <C>
John A. Thorpe 350,700 -0-
Richard P. MacLeod 1,400 * -0-
Dr. James T. Rothe 1,500 * -0-
Dr. Robert H. Keeley 3,000 * -0-
Willem H.J. Andersen -0- * -0-
Sidney V. Corder 5,600 * -0-
</TABLE>
-18-
<PAGE>
<TABLE>
<CAPTION>
DIRECTORS, ALL DIREC- SHARES NO. OF SHARES
TORS & OFFICERS AS A BENEFICIALLY SHARES BENEFICIALLY
GROUPS, (8) SHARE- OWNED PRIOR BEING OWNED AFTER
HOLDERS OWNING MORE TO OFFERING OFFERED OFFERING
THAN 5% & SELLING ------------ ------- ------------
SHAREHOLDERS
NO.OF % OF NO. OF NO. OF % OF
SHARES CLASS SHARES SHARES CLASS
---------------- -------------------------
<S> <C> <C> <C> <C> <C>
Okabena Partnership V-6 156,100 4.90%
A. William Huelsman 179,200 5.85%
All Directors and
Officers as a Group
(9 persons) 377,137
Selling Shareholders
as a Group
(17 entities) 292,450 292,450 -0- -0-
</TABLE>
SELECTED FINANCIAL INFORMATION
The following table sets forth selected financial information regarding
the consolidated financial position and results of operations of the Company as
of and for the periods indicated. This information should be read in
conjunction with Management's discussion and Analysis of Financial Condition and
Results of Operations and the financial statements and notes thereto in the
Company's 1995 Annual Report to Shareholders, a copy of which is being delivered
with this Prospectus. The selected consolidated financial data set forth below
with respect to the Company's balance sheets and statements of operations as of
and for the years ended September 30, 1995, 94, 93, 92, and 91, have been
derived from the Company's audited statements. The selected consolidated
financial data as of December 31, 1995, and for the three months ended December
31, 1994, and 1995, have been derived from the unaudited financial statements
incorporated herein by reference but, in the opinion of management of the
Company, reflect all adjustment considered necessary for a fair presentation.
The results of operations for the three months ended December 31, 1995, are not
necessarily indicative of the results to be expected for the full year.
-19-
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS
------------------------
FISCAL YEAR
-----------
ENDED SEPTEMBER 30,
-------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Sale of Services $13,538,507 $11,176,165 $9,106,704 $8,441,132 $7,309,959
Costs and Expenses 11,519,146 9,696,442 8,123,649 7,719,459 7,189,583
Other (Income)
Expenses, Net 119,184 184,106 200,113 242,345 (108,003)
Provision for Income
Tax Expense 716,000 492,000 297,606 193,231 84,502
Net Earnings 1,184,177 803,617 485,336 286,097 143,877
Earnings
Per Common Share $ 0.40 $ 0.30 $ 0.18 $ 0.12 $ 0.06
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------
DECEMBER 31,
------------
1995 1994
---- ----
<S> <C> <C>
Sale of Services $3,648,634 $2,916,662
Costs and Expenses 3,172,688 2,661,007
Other Expenses, Net 28,228 34,025
Provision for Income
Tax Expense 172,500 86,000
Net Earnings 275,218 135,630
Earnings
Per Common Share $ 0.09 $ 0.05
</TABLE>
<TABLE>
<CAPTION>
BALANCE SHEETS (END OF PERIOD)
- ------------------------------
SEPTEMBER 30,
-------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Current Assets $8,554,444 $6,442,567 $5,011,853 $3,774,596 $3,653,757
Current Liabilities 2,816,212 2,749,378 2,132,608 1,627,249 2,314,972
Working Capital 5,738,232 3,693,189 2,879,245 2,147,347 1,338,785
Total Assets 10,047,675 8,016,056 7,157,729 6,043,323 6,306,608
Long-Term Debt 408,078 391,032 907,228 929,359 895,238
Stockholders' Equity 6,654,688 4,596,538 3,737,971 3,267,069 2,873,414
<CAPTION>
DECEMBER 31,
------------
1995
----
<S> <C>
Current Assets $11,497,548
Current Liabilities 4,973,741
</TABLE>
-20-
<PAGE>
<TABLE>
<CAPTION>
DECEMBER 31,
------------
1995
----
<S> <C>
Working Capital 6,523,807
Total Assets $16,404,732
Long-Term Debt 3,461,846
Stockholders' Equity 7,826,672
</TABLE>
DESCRIPTION OF SECURITIES
COMMON STOCK
GENERAL. The Company is authorized to issue 100,000,000 Shares of no par
value Common Stock and 2,500,000 shares of no par value Preferred Stock. As of
December 31, 1995, there were 3,064,099 issued and outstanding Shares of Common
Stock, and no shares of issued and outstanding Preferred Stock. The Company has
no other outstanding classes of stock.
DIVIDENDS. Holders of the Company's Common Stock are entitled to receive
dividends when and as declared by the Company's Board of Directors out of funds
available therefor. Any such dividends may be paid in cash, property or shares
of the Company's Common Stock. The Company has not paid any dividends since its
inception, and presently anticipates that all earnings, if any, will be retained
for development of the Company's business, and that no dividends on its Common
Stock will be declared in the foreseeable future. Any future dividends will be
subject to the discretion of the Company's Board of Directors and would depend
upon, among other things, future earnings, the operating and financial condition
of the Company, its capital requirements and general business conditions.
Therefore, there can be no assurance that any dividends on the Company's Common
Stock will be paid in the future.
VOTING RIGHTS. All Shares of the Company's Common Stock have equal voting
rights, and when validly issued and outstanding, have one vote per Share on all
matters to be voted upon by Shareholders. Except as may otherwise be provided
by statute, the affirmative vote of the holders of a majority of the quorum of
Shares represented at a meeting of Shareholders entitled to vote will constitute
Shareholder action. All of the Company's Directors are elected annually, and
cumulative voting in the election of Directors is not allowed.
MISCELLANEOUS RIGHTS AND PROVISIONS. Shares of the Company's Common Stock
have no preemptive or conversion rights, nor restrictions or alienation, no
redemption or sinking fund provisions, and are not liable to further call or
assessment either by the Company or for liabilities of the Company. The
outstanding shares of the Company's Common Stock are fully paid and
non-assessable. Each Share of the Company's Common Stock is entitled to share
ratably in any asset available for distribution to holders of its equity
securities upon liquidation of the Company.
The Board of Directors of the Company has authority without any further
action by the shareholders to divide the Preferred Stock into series, to fix the
number of shares constituting any series and to fix or alter the voting rights,
dividend rights and terms of redemption, rights upon dissolution or liquidation
and other special rights, qualifications, limitations or
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<PAGE>
restrictions of any future series of Preferred Stock. Subject to the terms
of any shares of such Preferred Stock which may be issued, holders of Common
Stock are entitled to receive such dividends as are declared by the Board of
Directors out of funds legally available therefor and are entitled to
participate equally in the assets of the Company available for distribution
in the event of liquidation or dissolution. The Company will furnish
stockholders annual reports containing audited financial statements and
quarterly reports containing unaudited financial data.
TRANSFER AGENT. The transfer agent for the Shares of the Company's
Common Stock is American Securities Transfer, Inc., 938 Quail Street, Suite
101, Lakewood, Colorado, 80215.
LEGAL MATTERS
DANIEL P. EDWARDS, P.C., Suite 310, 128 South Tejon, Colorado Springs,
Colorado 80903, has acted as counsel to the Company and to the Selling
Shareholders in connection with this offering and has rendered a legal opinion
that the securities offered hereby, when issued, will be validly issued, fully
paid and non-assessable.
EXPERTS
The financial statements of Analytical Surveys, Inc. as of September 30,
1994 and 1995, and for each of the years then ended, have been incorporated by
reference herein, and in the registration statement, in reliance upon the report
of KPMG Peat Marwick, LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in auditing and accounting.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission a
registration statement under the Securities Act of 1933, as amended, with
respect to the securities offered hereby. This Prospectus does not contain all
of the information set forth in the registration statement and the exhibits
relating thereto. For further information with respect to the Company and the
securities offered by this Prospectus, reference is made to the registration
statement and exhibits filed or incorporated by reference as a part hereof.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT VIOLATIONS
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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<PAGE>
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.
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<PAGE>
TABLE OF CONTENTS
PAGE
Available Information................ 5
Documents Incorporated By
Reference.......................... 5
Summary Information.................. 6
The Company.......................... 9
Risk Factors......................... 12
Use of Proceeds/Capitalization....... 13
Price Range of Common Stock.......... 13
Dividend Policy...................... 13
Principal and Selling Shareholders... 13
Selected Financial Information....... 15
Description of Securities............ 16
Legal Matters........................ 17
Experts.............................. 18
Additional Information............... 18
Disclosure of Commission Position
on Indemnification for Securities
Act Violations..................... 18
ANALYTICAL SURVEYS, INC.
_____________________
PROSPECTUS
_____________________
March 20, 1996
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in this Prospectus in
connection with the offering made hereby. If given or made, such information or
representation must not be relied upon as having been authorized by the Company
or any of the Underwriters. This Prospectus does not constitute an offer of any
securities other than the registered securities to which it relates or an offer
to any person in any jurisdiction where such an offer would be lawful. Neither
delivery of this Prospectus nor any sale made hereunder shall under any
circumstances create an implication that information contained herein is correct
as of any time subsequent to the date hereof.
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<PAGE>
292,450 SHARES
ANALYTICAL SURVEYS, INC.
COMMON STOCK
__________
PROSPECTUS
__________
MARCH 20, 1996
______________________________________
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
AMOUNT PAYABLE
ITEM BY COMPANY
---- --------------
SEC Registration Fee (1) $ 1,128.45
NASD Filing Fees -0-
Blue Sky Fees and Expenses -0-
Printing Costs -0-
Legal Fees and Expenses (1) 15,000.00
Accounting Fees and Expenses 2,500.00
Transfer Agent Fees -0-
Underwriter's Non-Accountable
Expense Allowance -0-
Miscellaneous Expenses ----------
TOTAL $18,628.45
----------
----------
(1) John A. Thorpe, Chairman of the Company, has agreed to pay up to
$15,000 of these expenses, pursuant to the Common Stock Purchase Agreements
between Mr. Thorpe and the Selling Shareholders (See page 1 above). Schneider
Securities, Inc., one of the Selling Shareholders, will pay for the remainder of
the offering expenses.
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 7-3-101(1)(o) of the Colorado Corporation Code permits a
corporation organized thereunder to indemnify its directors and officers for
certain of their acts. Article XIII of the Articles of Incorporation, as
amended, of the Company conforms to Section 7-3-101(1)(o) and 7-3-101.5 of the
Colorado Corporation Code.
14.1 Section 7-3-101.5 of the Colorado Corporation Code provides as
follows:
"7-3-101.5. INDEMNIFICATION OF CORPORATE DIRECTORS, OFFICERS, EMPLOYEES,
AND AGENTS.
(1) As used in this section:
(a) "Corporation" includes any domestic or foreign predecessor entity
of the Corporation in a merger, consolidation, or other transaction in which the
predecessor's existence ceased upon consummation of the transaction.
(b) "Director" means an individual who is or was a director of a
corporation and an individual who, while a director of a corporation, is or was
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<PAGE>
serving at the corporation's request as a director, officer, partner, trustee,
employee, or agent of any other foreign or domestic corporation or of any
partnership, joint venture, trust, other enterprises, or employee benefit plan.
A director shall be considered to be serving an employee benefit plan at the
corporation's request if his duties to the corporation also impose duties on or
otherwise involved services by him to the plan or to participants in or
beneficiaries of the plan.
(c) "Expenses" includes attorney fees.
(d) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to employee benefit
plan), or reasonable expense incurred with respect to a proceeding.
(e) "Official Capacity" when used with respect to a director, means
the office of director in the corporation, and, when used with respect to an
individual other than a director, means the office in the corporation held by
the officer or the employment or agency relationship undertaken by the employee
or agent on behalf of the corporation. "Official capacity" does not include
service for any other foreign or domestic corporation or for any partnership,
joint venture, trust, other enterprises, or employee benefit plan.
(f) "Party" includes an individual who was, is, or is threatened to
be made a named defendant or respondent in a proceeding.
(g) "Proceeding" means any threatened, pending, or completed action,
suit or proceeding, whether civil, criminal, administrative, or investigative
and whether formal or informal.
(2) (a) Except as provided in paragraph (d) of this subsection (2), a
corporation may indemnify against liability incurred in any proceeding an
individual made a party to the proceeding because he is or was a director if:
(i) He conducted himself in good faith;
(ii) He reasonably believed: (a) In the case of conduct in his
official capacity with the corporation, that his conduct was in the
corporation's best interest; or (b) in all other cases, that his conduct was at
least not opposed to the corporation's best interest; and
(iii) In the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan
for a purpose he reasonably believed to be in the interests of the participants
in or beneficiaries of the plan is conduct that satisfies the requirements of
subparagraph (B) of subparagraph (ii) of paragraph (a) of this subsection.
A director's conduct with respect to an employee benefit plan for a
purpose that he did not reasonably believe to be in the interests of the
participants in or beneficiaries of the plan shall be deemed not to satisfy the
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<PAGE>
requirements of subparagraph (i) of paragraph (a) of this subsection (2).
(c) The termination of any proceeding by judgment, order, settlement,
or conviction, or upon a plea of nolo contendere or its equivalent, is not of
itself determinative that the individual did not meet the standard of conduct
set forth in paragraph (a) of this subsection (2).
(d) A corporation may not indemnify a director under this subsection
(2) either:
(i) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation; or
(ii) In connection with any proceeding charging improper
personal benefit to the director, whether or not involving action in his
official capacity, in which he was adjudged liable on the basis that personal
benefit was improperly received by him.
(e) Indemnification permitted under this subsection (2) in connection
with a proceeding by or in the right of a corporation is limited to reasonable
expenses incurred in connection with the proceeding.
(3) Unless limited by the articles of incorporation, a corporation shall
be required to indemnify a person who is or was a director of the corporation
and who was wholly successful, on the merits or otherwise, in defense of any
proceeding to which he was a party, against reasonable expenses incurred by him
in connection with the proceeding.
(4) Unless limited by the articles of incorporation, a director who is or
was a party to a proceeding may apply for indemnification to the court
conducting the proceeding or to another court of competent jurisdiction. On
receipt of an application, the court, after giving any notice the court
considers necessary, may order indemnification in the following manner:
(a) If it determines the director is entitled to mandatory
indemnification under subsection (3) of this section, the court shall order
indemnification, in which case the court shall also order the corporation to pay
the director's reasonable expenses incurred to obtain court-ordered
indemnification.
(b) If it determines that the director is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances, whether
or not he met the standard of conduct set forth in paragraph (a) of subsection
(2) of this section or was adjudged liable in the circumstances described in
paragraph (d) of subsection (2) of this section, the court may order such
indemnification as the court deems proper; except that the indemnification with
respect to any proceeding in which liability shall have been adjudged in the
circumstances described in paragraph (d) of subsection (2) of this section is
limited to reasonable expenses incurred.
(5) (a) A corporation may not indemnify a director under subsection (2)
of this section unless authorized in the specific case after a
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<PAGE>
determination has been made that indemnification of the director is
permissible in the circumstances because he has met the standard of conduct
set forth in paragraph (a) of said subsection.
(b) The determination required to be made by paragraph (a) of this
subsection (5) shall be made:
(i) By the board of directors by a majority vote of a quorum,
which quorum shall consist of directors not parties to the proceeding; or
(ii) If a quorum cannot be obtained, by a majority vote of a
committee of the board designed by the board, which committee shall consist of
two or more directors not parties to the proceeding; except that directors who
are parties to the proceeding may participate in the designation of directors
for the committee.
(c) If the quorum cannot be obtained or the committee cannot be
established under paragraph (b) of this subsection (5), or even if a quorum is
obtained or a committee designated if such quorum or committee so directs, the
determination required to be made by paragraph (a) of this subsection (5) shall
be made:
(i) By independent legal counsel selected by a vote of the board
of directors or the committee in the manner specified in subparagraph (I) or
(ii) of paragraph (b) of this subsection (5) or, if a quorum of the full board
cannot be obtained and a committee cannot be established, by independent legal
counsel selected by a majority vote of the full board; or
(ii) By the shareholders.
(d) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible; except that, if the determination that
indemnification is permissible is made by independent legal counsel,
authorization of indemnification and evaluation as to the reasonableness of
expenses shall be made by the body that selected said counsel.
(6) (a) A corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of the final
disposition of the proceeding if:
(i) The director furnishes the corporation a written affirmation
of his good-faith belief that he has met the standard of conduct described in
subparagraph (I) or paragraph (a) of subsection (2) of this section;
(ii) The director furnishes the corporation a written
undertaking, executed personally or on his behalf, to repay the advance if it is
determined that he did not meet such standard of conduct; and
(iii) A determination is made that the facts then known to
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<PAGE>
those making the determination would not preclude indemnification under this
subsection (6).
(b) The undertaking required by subparagraph (ii) of paragraph (a) of
this subsection (6) shall be an unlimited general obligation of the director,
but need not be secured and may be accepted without reference to financial
ability to make repayment.
(7) (a) A provision concerning a corporation's indemnification of or
advance for expenses to director contained in its articles of incorporation,
bylaws, a resolution of its shareholders or director, or in a contract, except
for insurance policies, shall be valid only if and to the extent the provision
is consistent with this section and, if indemnification is limited by the
articles of incorporation, is consistent with said articles.
(b) This subsection (7) shall not limit a corporation's power to pay
or reimburse expenses incurred by a director in connection with his appearance
as a witness in a proceeding at a time when he has not been made a named
defendant or respondent in the proceeding.
(8) Unless limited by the articles of incorporation:
(a) An officer of the corporation who is not a director is entitled
to mandatory indemnification pursuant to subsection (3) of this section and is
entitled to apply for court-ordered indemnification pursuant to subsection (4)
of this section in each case to the same extent as a director.
(b) A corporation may indemnify and advance expenses pursuant to
subsection (6) of this section to an officer, employee, or agent of the
corporation who is not a director to the same extent as a director; and
(c) A corporation may indemnify and advance expenses to an officer,
employee, or agent of the corporation who is not a director to a greater extent
if consistent with law and if provided for by its articles of incorporation,
bylaws, resolution of its shareholders or directors, or in a contract.
(9) A corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee, fiduciary, or agent of
the corporation and who, while a director, officer, employee, fiduciary, or
agent of the corporation, is or was serving at the request of the corporation as
a director, officer, partner, trustee, employee, fiduciary, or agent of any
other foreign or domestic corporation or of any partnership, joint venture,
trust, other enterprises, or employee benefit plan against any liability
asserted against or incurred by him in any such capacity or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability under the provisions of this section.
(10) Any indemnification of or advance of expenses to a director in
accordance with this section, if arising out of a proceeding by or on behalf of
the corporation, shall be reported in writing to the shareholders with or before
the notice of the next shareholder's meeting.
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<PAGE>
14.2 Article XIII of the Registrant's Articles of Incorporation provides
for indemnification of directors and officers of the Registrant as follows:
1. ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS.
The personal liability of all directors of the corporation to the corporation or
its shareholders for monetary damages for breach of fiduciary duty as a director
shall be eliminated or limited to the fullest extent permitted by the Colorado
Corporation Code, as it now exists or may be hereafter amended. Any repeal or
modification of this article by the shareholders of the corporation shall not
adversely affect any right of protection of the director of the corporation
existing at the time of such repeal or modification.
2. INDEMNIFICATION AND INSURANCE.
(A) RIGHTS TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative, is or was a
director, officer or employee of the Company or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprises,
including service with respect to the employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity while serving as a director, officer, employee or agent, shall
be indemnified and held harmless by the corporation to the fullest extent
authorized by the Colorado Corporation Code, as the same exists or may
hereinafter be amended against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith. Such indemnification shall continue as to
an indemnitee who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the indemnitee's heirs, executors and
administrators; provided, however, that the corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized by the
Board of Directors of the corporation. The right to indemnification conferred
in this Section shall be a contract right and shall include the right to be paid
by the corporation the expenses incurred in defending any such proceeding in
advance of its final disposition.
(B) NON-EXCLUSIVE OF RIGHTS. The rights to indemnification and to
the advancement of expenses conferred in this Section shall not be exclusive of
any other right which any person may have or hereinafter acquire under any
statute, provision of these Articles of Incorporation, Bylaws, agreement, vote
of stockholders or disinterested directors or otherwise.
(C) INSURANCE. The corporation shall maintain insurance, at its
expense, to protect itself and any director, officer, employee and agent of
the corporation or another corporation, partnership, joint venture, trust or
other enterprises against any such expense, liability or loss, whether or not
the corporation would have the power to indemnify such person against such
expense,
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<PAGE>
liability or loss under the Colorado Corporation Code.
(D) INDEMNIFICATION OF AGENTS OF THE CORPORATION. The corporation
may, to the extent authorized from time to time by the Board of Directors, grant
rights to indemnification and to the advancement of expenses to any agent of the
corporation to the fullest extent of the provisions of this Section with respect
to the indemnification and advancement of expenses of directors, officers and
employees of the corporation.
Item 16. EXHIBITS.
The following Exhibits have previously been filed with the Securities and
Exchange Commission, and are hereby incorporated by reference:
REGULATION S-K NUMBER EXHIBIT
- --------------------- -------
3 (a) Articles of Incorporation and Amendments
(b) Bylaws
4 (c) Specimen Stock Certificate
10 (d) Transfer Agent Agreement dated
August 28, 1984
(e) Stock Redemption and Repurchase
Agreement dated February 14, 1989
(f) Employment Agreement dated June 27,
1994
(g) Employment Agreement dated August 20,
1990 and amended November 19, 1990
(h) Stock Option Agreement dated July
27, 1990, and amended November 19,
1990
(i) 1990 Non-Qualified Stock Option Plan
dated September 21, 1990 and amended
and restated December 17, 1990
(j) 1991 Non-Qualified Stock Option Plan
dated December 17, 1990
(k) Stock Option Plan dated December
17, 1990
(l) Analytical Surveys, Inc. 401-K Plan
dated October 1, 1989, amended and
restated May 22, 1992
(m) 1993 Non-Qualified Stock Option Plan
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<PAGE>
(n) 1995 Non-Qualified Stock Option Plan
(o) Asset Purchase Agreement dated
December 22, 1995, between Analytical
Surveys, Inc.(Buyer) and Intelligraphics,
Inc.(Seller) and A. William Huelsman.
(p) Voting Trust Agreement dated December
22, 1995, between Analytical Surveys,
Inc., a Colorado corporation, A. William
Huelsman, Gary Miller, William Antell,
David Coates, David Kroes, Randy Vanek
and Hamid Akhavan (each a "Shareholder"
and John A. Thorpe, Sidney V. Corder,
William H. Hudson, Richard P. MacLeod,
James T.Rothe, Robert H. Keeley and Willem
H. J. Anderson, (each an "Individual Trustee"
and collectively, the "Trustee").
(q) Lock-Up Agreement made as of December 22,
1995, by and among A. William Huelsman, Gary
Miller, William Nantell, David Coates, David Kroes,
Randy Vanek and Hamid Akhavan (each a "Shareholder"
and collectively, the "Shareholders"), and Analytical
Surveys, Inc., a Colorado corporation.
(r) Arbitration Agreement (this Agreement")
is made as of December 22, 1995, among Analytical
Surveys, Inc., a Colorado corporation ("ASI"),
Intelligraphics, Inc., a Wisconsin corp
("Intelligraphics"), A. William Huelsman, Gary Miller,
William Nantell, David Coates, David Kroes, Randy
Vanek and Hamid Akhavan (each a Shareholder" and
collectively, the Shareholders"), Joanne Huelsman,
James Carpenter, Bank One, Colorado, NA ("Escrow
Agent"), and the members of the board of directors
of ASI who are voting trustees under the Voting
Trust Agreement ("Trustee").
(s) Promissory Note - term Debt, dated December 20, 1995.
(t) Business Loan Agreement dated December 20, 1995.
(u) Promissory Note - Line of Credit, dated
December 20, 1995.
(v) Building Lease dated December 3, 1993,
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<PAGE>
amended August 11, 1995.
(w) Building Lease dated June 1, 1995, amended
August 11, 1995.
(x) Employment Agreement with William Nantell dated
December 22, 1995.
(y) Employment Agreement between John A. Thorpe,
Chairman and Chief Technical Officer, and
the registrant, dated June 27, 1994.
(z) Stock Option Agreement dated July 27,
1990 and amended November 19, 1990 between Sidney
V. Corder, Chief Executive Officer and President,
and the registrant.
(aa) Employment Agreement dated June 27, 1994
between ASI and Sidney V. Corder, Chief
Executive Officer and President.
(ab) Stock Option Plan dated December 17,
1987, and amended on August 31, 1992.
(ac) Analytical Survey, Inc. Incentive Bonus Plan.
(ad) Building lease dated August 1, 1994.
(ae) Agreement to perform mapping services
between ASI and Southern New England Telephone
Company dated September 7, 1995.
(af) Employment Agreement dated September 20,
1995 between ASI and Scott C. Benger,
Senior Vice President, Finance and
Secretary/Treasurer.
(ag) Employment Agreement dated September 20,
1995 between ASI and Raymond R. Mann, Senior
Vice President, Contracts and Business Development.
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<PAGE>
The following Exhibits are included in this Registration Statement:
REGULATION S-B NUMBER EXHIBIT
- --------------------- -------
5 Opinion of Daniel P. Edwards, P.C. regarding
legality of securities covered by this
Registration Statement
23 (a) Consent of Daniel P. Edwards,
P.C., counsel for Registrant
(b) Consent of KPMG Peat Marwick, LLP
10 (a) Common Stock Purchase Agreements with
Detroit Policemen and Firemen Retirement
System, and with Monsanto Master Trust,
respectively, both dated February 9,1995.
(b) Common Stock Purchase Agreement with
Kennedy Capital Management, Inc., dated
February 9, 1995.
(b) Common Stock Purchase Agreement with
Kennedy Capital Management, Inc., dated
February 9, 1996.
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<PAGE>
Item 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any Prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement.
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes to provide to the Underwriter
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriter to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than 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
-36-
<PAGE>
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Colorado Springs, State of Colorado on March _____,
1996.
ANALYTICAL SURVEYS, INC.
By:___________________________
SIDNEY V. CORDER, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
______________________ Chairman and Chief ________
JOHN A. THORPE Technical Officer/
Director
______________________ President and Chief ________
SIDNEY V. CORDER Operating Officer/
Director
______________________ Secretary/Treasurer, ________
SCOTT C. BENGER Sr. Vice President Financial
and Accounting Officer
______________________ Controller ________
BRIAN J. YATES
______________________ Director ________
RICHARD P. MACLEOD
______________________ Director ________
JAMES T. ROTHE
______________________ Director ________
ROBERT H. KEELEY
______________________ Director ________
WILLEM H.J. ANDERSEN
-37-
<PAGE>
CONSENT OF DANIEL P. EDWARDS, P.C.
The consent of Daniel P. Edwards, P.C. is included as Exhibit 5 to the
Registration Statement.
-38-
<PAGE>
EXHIBIT INDEX
REGULATION CONSECUTIVE
S-B NUMBER EXHIBIT PAGE NUMBER
- ---------- ------- -----------
5 Opinion of Daniel P. Edwards, P.C.
regarding legality of securities covered
by this Registration Statement
23 (a) Consent of Daniel P. Edwards, P.C.,
counsel of Registrant
(b) Consent of KPMG Peat Marwick, LLP
(c) Common Stock Purchase Agreement, dated
February 9, 1995.
(d) Common Stock Purchase Agreement,
dated February __, 1996.
-39-
<PAGE>
March 20, 1996
Analytical Surveys, Inc.
1935 Jamboree Drive
Colorado Springs, Colorado 80920
Gentlemen:
As counsel for Analytical Surveys, Inc., a Colorado corporation (the
"Company"), I have examined the Company's Articles of Incorporation, Bylaws
and such other corporate records, documents and proceedings and such
questions of law as I have deemed relevant for the purpose of this opinion.
I have also examined the Registration Statement of the Company and the
Selling Shareholders on Form S-2 filed with the Securities and Exchange
Commission on March 20, 1996 (Registration No. ________), covering the
registration under the Securities Act of 1933, as amended, of 292,450 shares
of no par value (the "Common Stock"), including the Exhibits and form of
prospectus (the "Prospectus") filed therewith.
On the basis of such examination, I am of the opinion that:
1. The Company is a corporation duly organized and validly existing in
good standing under the laws of the State of Colorado, with corporate power
to conduct the business which it conducts as described in the Registration
Statement.
2. The Common Stock has been duly and validly authorized and created
and subject to payment therefor pursuant to the terms contemplated in the
Prospectus, the Common Stock will be duly and validly issued as fully paid
and non-assessable shares of the Common Stock of the Company.
Very truly yours,
DANIEL P. EDWARDS, P.C.
By:___________________________
Daniel P. Edwards
<PAGE>
EXHIBIT 23(a)
CONSENT OF COUNSEL
I hereby consent to the use of my name in the Registration Statement on
Form S-2 and related Prospectus in the Section captioned "Legal Matters".
I also consent to the filing of my legal opinion filed as EXHIBIT 5 to
this Registration Statement.
DANIEL P. EDWARDS, P.C.
By:____________________________
President
Colorado Springs, Colorado
_________________________, 1996
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-2 of Analytical Surveys, Inc, of our reports dated November 3, 1995,
relating to the consolidated balance sheets of Analytical Surveys, Inc. and
subsidiary as of September 30, 1995 and 1994, and the related consolidated
statements of operations, stockholders' equity, and cash flows for the years
then ended and the related financial statement schedules, which reports
appear in the September 30, 1995 annual report on Form 10-K Analytical
Surveys, Inc., as amended and in the annual report to stockholders for the
year ended September 30, 1995. We also consent to the reference to our firm
under the heading "Experts" in such Registration Statements.
______________________________________
KPMG Peat Marwick, LLP.
Denver, Colorado
_______________________, 1996
<PAGE>
EXHIBIT 23(C)
COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT is made as of February 9, 1995 by and
between JOHN A. THORPE ("Thorpe", hereinafter sometimes referred to as
"Seller"), and MONSANTO MASTER TRUST, by and through its authorized agent,
KENNEDY CAPITAL MANAGEMENT, INC., 425 New Ballas Road, St. Louis, MO 63141
(the "Investor").
WITNESSETH:
Thorpe wants to sell, and the Investor wants to purchase 50,000 shares of
the no par value common stock (the "Shares") of Analytical Surveys, Inc., a
Colorado corporation ("ASI" or the "Company") for the consideration and upon
the terms and conditions hereinafter set forth.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. PURCHASE AND SALE
1.1 SALE AND DELIVERY OF THE SHARES. Subject to the terms and conditions
of this Agreement hereinafter set forth, the Investor agrees to purchase at
the Closing, and the Seller agrees to sell and deliver to the Investor at
the Closing, the Shares at a purchase price of $251,600 in cash.
1.2 CLOSING. The purchase and sale of the Shares shall take place at the
offices of Daniel P. Edwards, P.C., 128 S. Tejon, Suite 310, Colorado
Springs, CO 80903, at 2:00 p.m. on February 9, 1995, or at such other time
and place as the Seller and the Investor mutually agree upon (which time and
place are designated the "Closing").
At the Closing, the Seller shall deliver to the Investor a certificate or
certificates, in the following amount to the following designated purchaser
(the "Purchaser"):
Monsanto Master Trust 50,000 Shares
The Investor shall deliver to Seller at Closing cash or certified funds or
wire transfer of funds by means reasonably acceptable to Seller in the amount
of $251,600.
1.3 PRICE DISCOUNT. Seller acknowledges that he is selling the Shares at
a price below the current market value for the Shares quoted on NASDAQ, and
agrees that such discount in price is due to the substantial block of shares
being sold to Investor.
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<PAGE>
2. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.
Investor represents and warrants to the Seller as follows:
2.1 AUTHORIZATION. Investor is the authorized agent of MONSANTO MASTER
TRUST. When executed and delivered by Investor, this Agreement will
constitute the valid and legally binding obligation of Investor and MONSANTO
MASTER TRUST.
2.2 ACCREDITED INVESTOR. Investor and the Purchaser which has been
designated by Investor in Section 1.2 hereof as the ultimate purchaser of the
Shares are each an "accredited investor" as that term is defined in Rule
501(a)(3) promulgated under the 1933 Securities Act.
3. SECURITIES ACT OF 1933 ("ACT")
3.1 INVESTMENT REPRESENTATIONS.
(a) This Agreement is made with Investor in reliance upon its
representations to the Seller and to the Company, which by its acceptance
hereof Investor hereby confirms, that the Shares to be received will be
acquired by the Purchaser for investment for an indefinite period for their
own account, and not with a view to the sale or distribution of any part
thereof, and that the Purchaser has no present intention of selling or
otherwise distributing the same. By executing this Agreement, Investor
further represents that to the best of its knowledge the Purchaser does not
have any existing contract undertaking, agreement or arrangement with any
person to sell or transfer to such person any of the Shares.
(b) Investor understands that the 100,000 Shares sold and delivered
to Investor by Seller are restricted shares, and are not being registered
under the Act on the ground that the sale provided for in this Agreement and
the issuance of securities is exempt pursuant to Section 4(2) of the Act and
Regulation D thereunder, and that the Seller's reliance on such exemption is
predicated on Investor's representations set forth herein.
(c) Investor acknowledges that in no event can the Purchaser make a
disposition of any of the Shares, unless either such Shares are sold by
Purchaser pursuant to Rule 144 under the Act, or such Shares shall have been
registered under the Act, or Purchaser shall have furnished the Seller with
an opinion of counsel reasonably satisfactory to the Seller to the effect
that such disposition will not require registration of such securities under
the Act under the circumstances of such disposition.
(d) Investor represents that to the best of its knowledge Purchaser
is able to fend for itself in the transactions contemplated by this
Agreement, has such knowledge and experience in financial and business
matters as to be capable of evaluating
2
<PAGE>
the merits and risks of its investment, has the ability to bear the economic
risks of its investment and has been furnished with and has had access to
such information as would be made available in the form of a registration
statement together with such additional information as is necessary to verify
the accuracy of the information supplied and to have all questions which have
been asked by the Investor answered by the Seller and/or by the Company.
(e) Investor acknowledges that Purchaser understands that if a
registration statement covering the Shares under the Act is not in effect when
it desires to sell any of the Shares, Purchaser may be required to hold such
Shares for an indeterminate period. Investor also acknowledges that it and
Purchaser understands that any sale of the Shares which might be made by it
in reliance upon Rule 144 under the Act may be made only in limited amounts in
accordance with the terms and conditions of that rule.
(f) In making its decision to purchase the Shares herein subscribed
for, Investor has relied solely upon independent investigations made by
Investor or its duly appointed and qualified Purchaser Representative.
Investor is not relying on the Seller or the Company, or any person connected
with the Seller or the Company with respect to the tax, securities and other
economic considerations involved in this investment.
(g) Investor acknowledges that no representations or warranties
have been made to Investor by the Company or any officer, employee, agent,
affiliate or any other person connected with the Company except by Seller, on
his own behalf, and not on behalf of the Company, as set forth herein.
(h) Investor acknowledges, represents, agrees and is aware that the
representations, warranties, agreements, undertakings and acknowledgments
made by Investor in this Agreement are made with the intent that they be
relied upon by the Seller in determining Investor's and Purchaser's
suitability as a purchaser of the Shares, and shall survive its purchase of
the Shares. In addition, Investor undertakes to notify the Seller immediately
of any change in any representation, warranty or other information relating
to Purchaser set forth herein.
3.2 LEGENDS. All certificates for the Shares shall bear substantially
the following legend:
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED BY THE
PURCHASER FOR INVESTMENT PURPOSES. SAID SHARES MAY NOT BE SOLD OR
TRANSFERRED UNLESS (A) THEY ARE SOLD PURSUANT TO RULE 144 OF THE ACT, OR
(B) THEY HAVE BEEN REGISTERED UNDER SAID ACT, OR (C) THE TRANSFER AGENT
IS PRESENTED WITH A WRITTEN OPINION SATISFACTORY TO COUNSEL FOR THE
COMPANY TO THE EFFECT
3
<PAGE>
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE CIRCUMSTANCES OF
SUCH SALE OR TRANSFER."
4. CONDITIONS TO OBLIGATIONS AT CLOSING.
The obligations of each party under this Agreement are subject to the
representations and warranties of the other party contained herein being
true on and as of the Closing, and the other party having performed and
complied with all agreements and conditions contained herein required to
be performed or complied with by them on or before the Closing.
5. REGISTRATION RIGHTS.
Seller covenants and agrees as follows:
5.1 REQUESTS FOR REGISTRATION
(a) If, at any time, during the period six (6) months after
the date of Closing until two (2) years after the date of Closing (i.e.,
from August 9, 1995 until February 9, 1997), Investor or Purchaser
requests that a registration statement be filed under the Act for the
100,000 Shares acquired by Purchaser hereunder, Seller shall promptly
use his best efforts, at his sole expense, not to exceed $15,000, to
cause such Shares to be registered under the Act, or such form
then available for registration of such shares; provided, that
notification of such request for registration by Purchaser shall also be
given to the other Purchaser, DETROIT POLICEMEN AND FIREMEN RETIREMENT
SYSTEM, and that Seller shall only have the obligation for such
registration on behalf of either (or both) Purchaser once during said
period. Seller has given notice of this registration obligation
hereunder to the Company, and has obtained from the Board of Directors
of the Company a resolution agreeing to cooperate in such registration,
provided that the Company does not incur any expenses by reason of such
registration, and is indemnified by Seller, Investor and Purchaser
against any such expenses and any liability arising out of such
registration.
(b) If prior to the time of the request under this
Subparagraph 5.1 the Company has publicly announced its intention to
register any of its securities for a public offering under the Act, no
registration of Shares shall be initiated under this Subparagraph 5.1,
unless the Company is no longer proceeding diligently to effect such
registration.
5.2 COMPANY REGISTRATION. Whenever the Company proposes to register
any of its Common Stock under the Act for a public offering for cash,
whether as a primary or secondary offering (or pursuant to registration
rights granted to holders of other securities of the Company), Seller
shall use his best efforts each such time to give Investor and
Purchaser(s) written notice of its
4
<PAGE>
intent to do so. Upon the written request of Investor or Purchaser given
within ten (10) days after receipt of any such notice, Seller shall use
his best efforts to cause the Company to include in such registration all
of the Shares which Investor or Purchaser requests to be registered at
Seller's expense subject to the dollar limitation under Section 5.1(a)
above; provided that (A) Purchaser(s) agree to sell Shares in the same
manner and on the same terms and conditions as the other Common Stock
which the Company proposes to register, and (B) if the registration is
to include Common Stock to be sold for the account of the Company, the
proposed managing underwriter does not advise the Company that in its
opinion the inclusion of Purchaser's(s') Shares is likely to affect
adversely the success of the offering by the Company or the price it
would receive, in which case the rights of Investor shall be as provided
in Subparagraph 5.1 hereof.
5.3 OBLIGATIONS OF SELLER. Whenever required under Subparagraph 5.1
or 5.2 to use his best efforts to effect the registration of any Shares,
Seller shall, as expeditiously as reasonably possible:
(a) Cause to be prepared and filed with the Securities and
Exchange Commission (the "SEC") a Registration Statement with respect to
such Shares, and use his best efforts to cause such Registration
Statement to become and remain effective; provided, however, that in
connection with any proposed registration intended to permit an offering
of any securities from time to time (i.e., a so-called "shelf
registration"), Seller shall in no event be obligated to cause any such
registration to remain effective for more than one hundred and eighty
(180) days.
(b) Cause to be prepared and filed with the SEC such
amendments and supplements to such Registration Statement and the
prospectus used in connection therewith as may be necessary to permit
the disposition of all securities covered by such Registration Statement.
(c) Cause to be furnished to Investor such number of copies of
a prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as Investor may
reasonably request in order to facilitate the disposition of Shares
owned by it.
(d) Use his best efforts to cause to be registered and
qualified the securities covered by such Registration Statement under
the securities or Blue Sky laws of Colorado, and of the state in which
Purchaser has its primary place of business; provided, that the Company
shall not be required in connection with any such blue sky registration or
as a condition thereto to qualify to do business or to file a general
consent to service of process in any such states or jurisdictions.
5
<PAGE>
5.4 FURNISH INFORMATION. It shall be a condition precedent to the
obligations of Seller to take any action pursuant to this Section 5 that
Purchaser(s) shall furnish to Seller such information regarding Purchaser(s),
the shares held by Purchaser(s), and the intended method of
disposition thereof as Seller shall reasonably request and as shall be
required in connection with the action to be taken by Seller.
5.5 EXPENSES OF REGISTRATION. All expenses incurred in connection with
the Registration of Investor's Shares required pursuant to Subparagraph 5.1
or 5.2, including without limitation all registration and qualification fees,
printing and accounting fees, and fees and disbursements of counsel for the
Company, underwriting discounts and commissions (the "Registration Expenses")
shall be borne by Seller; provided, however, that Purchaser(s) shall pay any
Registration Expenses exceeding $15,000; and provided, further that Seller
shall not be required to pay for any expense incurred on account of any
registration proceeding if the registration statement is withdrawn at the
request of Purchaser(s), unless Purchaser(s) shall agree to forfeit its
further right to registration.
5.6 UNDERWRITING REQUIREMENTS. In connection with any offering involving
an underwriting of shares being issued by the Company, the Company shall not
be required to include any of Purchaser's(s') Shares therein unless
Purchaser(s) accept and agree to the terms of the underwriting as agreed upon
between the Company and the underwriters selected by it, and then only in such
quantity as will not, in the opinion of the underwriters, jeopardize the
success of the offering by the Company.
5.7 INDEMNIFICATION. In the event any of Purchaser's(s') shares are
included in a Registration Statement under this Section 5:
(a) To the extent permitted by law, Seller will indemnify and hold
harmless Purchaser(s) against any losses, claims, damages or liabilities,
joint or several, to which Purchaser(s) may become subject under the Act or
otherwise, insofar as such losses, claims, damages or liabilities or actions
in respect thereof arise out of or are based upon any untrue or alleged
untrue statement of any material fact contained in such registration
statement, including any preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto, or arise out of or are
based upon the omission or alleged omission to state therein, or
allegedly necessary to make the statements therein not misleading; and
will reimburse Purchaser(s) for any legal or other expenses reasonably incurred
by Purchaser(s) in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the indemnity
agreement contained in this Subparagraph 5.7 shall not apply to amounts paid
in settlement of any such loss, claim, damage
6
<PAGE>
liability, or action if such settlement is effected without the consent of
the Company nor shall the Company be liable in any such case for any such
loss, claim, damage, liability or action to the extent that it arises out of
or is based upon an untrue statement or alleged untrue statement or omission
or alleged omission made in connection with such registration statement
preliminary prospectus, final prospectus, or amendments or supplements
thereto, in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by Investor.
(b) To the extent permitted by law, Purchaser(s) will indemnify and
hold harmless both Seller and the Company, each of its directors, each of its
officers who have signed such registration statement, each person, if any,
who controls the Company within the meaning of the Act, and any underwriter
for the Company (within the meaning of the Act) against any losses, claims,
damages or liabilities to which the Company or any such director,
officer, controlling person, or underwriter may become subject, under the Act
or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereto) arise out of or are based upon any untrue or
alleged untrue statement of any material fact contained in such registration
statement, including any preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or allegedly necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in such registration statement, preliminary
prospectus, or amendments or supplements thereto, in reliance upon and in
conformity with written information furnished by Purchaser(s) expressly for
use in connection with such registration; and Investor will reimburse any
legal or other expenses reasonably incurred by Seller, by the Company or any
such director, officer, controlling person or underwriter in connection with
investigating or defending any such loss, claim, damage, liability or action
if it is judicially determined that there were material misstatements or
omissions.
(c) Promptly after receipt by an indemnified party under this
Subparagraph 5.7 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against any
indemnifying party under this Subparagraph 5.7, notify the indemnifying party
in writing of the commencement thereof and the indemnifying party shall
have the right to participate in and to assume the defense thereof with
counsel mutually satisfactory to the parties. The failure to notify an
indemnifying party promptly of the commencement of any such action, if
prejudicial to the ability to defend such action, shall relieve such
indemnifying party under this Subparagraph 5.7, but the omission so to notify
the indemnifying party will not relieve such
7
<PAGE>
party of any liability which such party may have to any indemnified party
otherwise other than under this Subparagraph 5.7.
(d) If recovery is not available under the foregoing indemnification
provisions of this paragraph, for any reason other than as specified therein,
the parties entitled to indemnification by the terms thereof shall be
entitled to contribution to liabilities and expenses, except to the extent
that contribution is not permitted under Section 11(f) of the Act. In
determining the amount of contribution to which the respective parties are
entitled, there shall be considered the relative benefits received by each
party from the offering of the securities (taking into account the portion of
the proceeds of the offering realized by each), the parties' relative
knowledge and access to information concerning the matter with respect to
which the claim was asserted, the opportunity to correct and prevent any
statement of omission, and any other equitable considerations appropriate
under the circumstances; provided that in no event will Purchaser(s) be
required to contribute an amount in excess of the original cost to
Purchaser(s) of Purchaser's(s') shares included in that offering.
5.8 REPORTS UNDER THE SECURITIES EXCHANGE ACT OF 1934. With a view to
making available to Purchaser the benefits of Rule 144 or any successor rule
promulgated under the Act, Seller agrees to use his best efforts to cause
the Company (i) to file with the SEC in a timely manner all reports and
other documents required to filed by an issuer of securities registered under
the Act or the Securities Exchange Act of 1934, as amended, (ii) to maintain
in effect the registration of its Common Stock under Section 12 of the
Securities Exchange Act of 1934, as amended, and (iii) so long as Investor
owns any of the Shares, to furnish in writing upon Investor's request the
following information: (A) the Company's name, address and telephone number,
(B) the Company's Internal Revenue Service identification number, (C) the
Company's SEC file number, (D) the number of shares of Common Stock
outstanding as shown by the most recent report or statement published by the
Company, (E) the average weekly volume of trading in such shares reported on
all national securities exchanges during the four calendar weeks preceding
the date of receipt of request by the Holder, (F) whether the Company has
filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding twelve months, and (G) to
take such other action or provide such other information to Investor as may
be reasonably required to allow Investor to comply with Rule 144.
5.9 TRANSFER OF REGISTRATION RIGHTS. No transfer of the Purchaser's(s')
Registration Rights hereunder shall be permitted, except with the express
written consent of both Seller and the Company.
8
<PAGE>
6. MISCELLANEOUS
6.1 AGREEMENT IS ENTIRE CONTRACT. Except as specifically
referenced herein, this Agreement constitutes the entire contract
between the parties hereto concerning the subject matter hereof and no
party shall be liable or bound to the other in any manner by any
warranties, representations or covenants except as specifically set
forth herein. Any previous agreement among the parties related to the
transactions described herein is superseded hereby. The terms and
conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties
hereto, expressly including the Purchaser. Nothing in this Agreement,
express or implied, is intended to confer upon any party, other than the
parties hereto, and their respective successors and assigns, any rights,
remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided herein.
6.2 GOVERNING LAW. This Agreement shall be governed by and
construed under the laws of the State of Colorado.
6.3 COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
6.4 TITLE AND SUBTITLES. The titles of the paragraphs and
subparagraphs of this Agreement are for convenience and are not to be
considered in construing this Agreement.
6.5 NOTICES. Any notice required or permitted hereunder shall
be given in writing and shall be deemed effectively given upon personal
delivery or upon deposit in the United States Post Office, by registered
or certified mail, addressed to a party at its address hereinafter shown
below its signature or at such other address as such party may designate
by ten (10) days' advance written notice to the other party.
6.6 FINDER'S FEE. Both parties acknowledge that a finder's
fee is being paid by Seller to Schneider Securities, Inc., 108 E. St. Vrain,
Suite 14, Colorado Springs, CO 80903 as follows: (1) an option to
buy 20,000 shares of Seller's stock on the following terms: (a) at $5.25
per share, if such option is exercised on or before February 9, 1996;
(b) subsequently at $5.75 per share, if such option is exercised on or
before February 9, 1997; (c) subsequently at $6.50 per share, if such
option is exercised on or before February 9, 1998, on which date the
option shall expire. Except for such finder's fee, each party hereto
represents that it is not, and will not be, obligated for any finder's
fee or commission payable in cash in connection with this transaction.
Investor hereby agrees to indemnify and to hold harmless Seller and
the Company from any liability for any commission or
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<PAGE>
compensation in the nature of a finder's fee (and the costs and
expenses of defending against such liability or asserted liability) for
which Investor or any of its employees or representatives is responsible.
Seller agrees to indemnify and hold harmless Investor from any
liability for any commission and compensation in the nature of a
finder's fee (and the costs and expenses of defending against such
liability or asserted liability) for which the Company or any of its
officers, employees or representatives is responsible.
6.7 SURVIVAL OF WARRANTIES. The warranties and
representations of the Seller and Investor contained in or made pursuant
to this Agreement shall survive the execution and delivery of this
Agreement and the Closing hereunder.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the day and year first written above.
SELLER:
/S/ JOHN A. THORPE
---------------------------------
JOHN A. THORPE
Address:
1935 Jamboree Drive
Colorado Springs, CO 80920
INVESTOR:
MONSANTO MASTER TRUST
by KENNEDY CAPITAL MANAGEMENT,
INC., its authorized agent
By: RICHARD SINUSE
-----------------------------
Title: Vice President
---------------------
Address: 425 New Ballas Road
St. Louis, MO 63141
<PAGE>
EXHIBIT 23(d)
COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT is made as of February __, 1996
by and between JOHN A. THORPE ("Thorpe", hereinafter sometimes referred
to as "Seller"), and KENNEDY CAPITAL MANAGEMENT, INC., 425 New Ballas
Road, St. Louis, MO 63141 (the "Investor") or "Purchaser").
WITNESSETH:
Thorpe wants to sell, and the Investor wants to purchase One Hundred
Forty Nine Thousand Four Hundred and Fifty (149,450) shares of
the no par value common stock (the "Shares") of Analytical Surveys, Inc., a
Colorado corporation ("ASI" or the "Company") for the consideration and upon
the terms and conditions hereinafter set forth.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. PURCHASE AND SALE
1.1 SALE AND DELIVERY OF THE SHARES. Subject to the terms and conditions
of this Agreement hereinafter set forth, the Investor agrees to purchase at
the Closing, and the Seller agrees to sell and deliver to the Investor at
the Closing, the Shares at a purchase price of $10.25 per share in cash.
1.2 CLOSING. The purchase and sale of the Shares shall take place at the
offices of Daniel P. Edwards, P.C., 128 S. Tejon, Suite 310, Colorado
Springs, CO 80903, at ____ p.m. on February __, 1996, or at such other time
and place as the Seller and the Investor mutually agree upon (which time and
place are designated the "Closing").
At the Closing, the Seller shall deliver to the Investor a certificate or
certificates, totaling 149,450 shares.
The Investor shall deliver to Seller at Closing cash or certified funds or
wire transfer of funds by means reasonably acceptable to Seller in the amount
of $1,531,862.50.
1.3 PRICE DISCOUNT. Seller acknowledges that he is selling the Shares at
a price below the current market value for the Shares quoted on NASDAQ, and
agrees that such discount in price is due to the substantial block of shares
being sold to Investor.
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2. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.
Investor represents and warrants to the Seller as follows:
2.1 AUTHORIZATION. When executed and delivered by Investor, this
Agreement will constitute the valid and legally binding obligation of
Investor.
2.2 ACCREDITED INVESTOR. Investor is an "accredited investor" as
that term is defined in Rule 501(a)(3) promulgated under the 1933
Securities Act.
3. SECURITIES ACT OF 1933 ("ACT")
3.1 INVESTMENT REPRESENTATIONS.
(a) This Agreement is made with Investor in reliance upon its
representations to the Seller and to the Company, which by its acceptance
hereof Investor hereby confirms, that the Shares to be received will be
acquired by the Purchaser for investment for an indefinite period for their
own account, and not with a view to the sale or distribution of any part
thereof, and that the Purchaser has no present intention of selling or
otherwise distributing the same. By executing this Agreement, Investor
further represents that to the best of its knowledge the Purchaser does not
have any existing contract undertaking, Agreement or arrangement with any
person to sell or transfer to such person any of the Shares.
(b) Investor understands that the 50,000 Shares sold and delivered
to Investor by Seller are restricted shares, and are not being registered
under the Act on the ground that the sale provided for in this Agreement and
the issuance of securities is exempt pursuant to Section 4(2) of the Act and
Regulation D thereunder, and that the Seller's reliance on such exemption is
predicated on Investor's representations set forth herein.
(c) Investor acknowledges that in no event can the Purchaser make a
disposition of any of the Shares, unless either such Shares are sold by
Purchaser pursuant to Rule 144 under the Act, or such Shares shall have been
registered under the Act, or Purchaser shall have furnished the Seller with
an opinion of counsel reasonably satisfactory to the Seller to the effect
that such disposition will not require registration of such securities under
the Act under the circumstances of such disposition.
(d) Investor represents that to the best of its knowledge
Purchaser is able to fend for itself in the transactions contemplated by
this Agreement, has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of
its investment, has the ability to bear the economic risks of its
investment and has been furnished with and has had access to such
information as would be made available in
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the form of a registration statement together with such additional
information as is necessary to verify the accuracy of the information
supplied and to have all questions which have been asked by the Investor
answered by the Seller and/or by the Company.
(e) Investor acknowledges that Purchaser understands that if a
registration statement covering the Shares under the Act is not in effect when
it desires to sell any of the Shares, Purchaser may be required to hold such
Shares for an indeterminate period. Investor also acknowledges that it and
Purchaser understands that any sale of the Shares which might be made by it
in reliance upon Rule 144 under the Act may be made only in limited amounts in
accordance with the terms and conditions of that rule.
(f) In making its decision to purchase the Shares herein subscribed
for, Investor has relied solely upon independent investigations made by
Investor or its duly appointed and qualified Purchaser Representative.
Investor is not relying on the Seller or the Company, or any person connected
with the Seller or the Company with respect to the tax, securities and other
economic considerations involved in this investment.
(g) Investor acknowledges that no representations or warranties
have been made to Investor by the Company or any officer, employee, agent,
affiliate or any other person connected with the Company except by Seller, on
his own behalf, and not on behalf of the Company, as set forth herein.
(h) Investor acknowledges, represents, agrees and is aware that the
representations, warranties, agreements, undertakings and acknowledgments
made by Investor in this Agreement are made with the intent that they be
relied upon by the Seller in determining Investor's and Purchaser's
suitability as a purchaser of the Shares, and shall survive its purchase of
the Shares. In addition, Investor undertakes to notify the Seller immediately
of any change in any representation, warranty or other information relating
to Purchaser set forth herein.
3.2 LEGENDS. All certificates for the Shares shall bear substantially
the following legend:
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED BY THE
PURCHASER FOR INVESTMENT PURPOSES. SAID SHARES MAY NOT BE SOLD OR
TRANSFERRED UNLESS (A) THEY ARE SOLD PURSUANT TO RULE 144 OF THE ACT, OR
(B) THEY HAVE BEEN REGISTERED UNDER SAID ACT, OR (C) THE TRANSFER AGENT
IS PRESENTED WITH A WRITTEN OPINION SATISFACTORY TO COUNSEL FOR THE
COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
CIRCUMSTANCES OF SUCH SALE OR TRANSFER."
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4. CONDITIONS TO OBLIGATIONS AT CLOSING.
The obligations of each party under this Agreement are subject to the
representations and warranties of the other party contained herein being
true on and as of the Closing, and the other party having performed and
complied with all agreements and conditions contained herein required to
be performed or complied with by them on or before the Closing.
5. REGISTRATION RIGHTS.
Seller covenants and agrees as follows:
5.1 REQUESTS FOR REGISTRATION
(a) Investor as Purchaser has requested that a registration
statement be filed under the Act for the One Hundred Forty Nine Thousand
Four Hundred and Fifty (149,450) Shares acquired by Purchaser hereunder.
Seller shall promptly use his best efforts, at his sole expense, not to
exceed $15,000, to cause such Shares to be registered under the Act, or
such form then available for registraton of such shares. Notification of
such request for registration by Purchaser has been given to DETROIT
POLICEMEN AND FIREMEN RETIREMENT SYSTEM, and to MONSANTO MASTER TRUST,
both of which (the "Previous Purchasers") have also previously purchased
ASI stock from Seller pursuant to their respective Common Stock Purchase
Agreements dated February 9, 1995 with Seller. Pursuant to their
registration rights under those Common Stock Purchase Agreements dated
February 9, 1995, the Previous Purchasers have both requested that their
respective shares also be registered. Seller has given notice of this
registration obligation hereunder to the Company, and has obtained from
the Board of Directors of the Company a resolution agreeing to cooperate
in such registration, provided that the Company does not incur any
expenses by reason of such registration, and is indemnified by Seller,
Investor and Purchaser against any such expenses and any liability
arising out of such registration.
5.3 OBLIGATIONS OF SELLER. Seller shall use his best efforts to
effect the registration of any Shares, which Seller has been requested
to register pursuant to Section 5.1 above, and shall as expeditiously as
reasonably possible:
(a) Cause to be prepared and filed with the Securities and
Exchange Commission (the "SEC") a Registration Statement with respect to
such Shares, and use his best efforts to cause such Registration
Statement to become and remain effective; provided, however, that in
connection with any proposed registration intended to permit an offering
of any securities from time to time (i.e., a so-called "shelf
registration"), Seller shall in no event be obligated to cause any such
registration to remain effective for more than one hundred and eighty
(180) days.
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(b) Cause to be prepared and filed with the SEC such
amendments and supplements to such Registration Statement and the
prospectus used in connection therewith as may be necessary to permit
the disposition of all securities covered by such Registration Statement.
(c) Cause to be furnished to Investor such number of copies of
a prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as Investor may
reasonably request in order to facilitate the disposition of Shares
owned by it.
(d) Use his best efforts to cause to be registered and
qualified the securities covered by such Registration Statement under
the securities or Blue Sky laws of Colorado, and of the state in which
Purchaser has its primary place of business; provided, that the Company
shall not be required in connection with any such blue sky registration or
as a condition thereto to qualify to do business or to file a general
consent to service of process in any such states or jurisdictions.
5.3 FURNISH INFORMATION. It shall be a condition precedent to the
obligations of Seller to take any action pursuant to this Section 5 that
Purchaser(s) shall furnish to Seller such information regarding Purchaser(s),
the shares held by Purchaser(s), and the intended method of
disposition thereof as Seller shall reasonably request and as shall be
required in connection with the action to be taken by Seller.
5.4 EXPENSES OF REGISTRATION. All expenses incurred in connection with
the Registration of Investor's Shares required pursuant to Subparagraph 5.1
or 5.2, including without limitation all registration and qualification fees,
printing and accounting fees, and fees and disbursements of counsel for the
Company, underwriting discounts and commissions (the "Registration Expenses")
shall be borne by Seller; provided, however, that Purchaser(s) shall pay any
Registration Expenses exceeding $15,000; and provided, further that Seller
shall not be required to pay for any expense incurred on account of any
registration proceeding if the registration statement is withdrawn at the
request of Purchaser(s), unless Purchaser(s) shall agree to forfeit its
further right to registration.
5.5 INDEMNIFICATION. With respect to Purchaser's(s') Shares
included in a Registration Statement under this Section 5:
(a) To the extent permitted by law, Seller will indemnify and hold
harmless Purchaser(s) against any losses, claims, damages or liabilities,
joint or several, to which Purchaser(s) may become subject under the Act or
otherwise, insofar as such losses, claims, damages or liabilities or actions
in respect thereof arise out of or are based upon any untrue or
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alleged untrue statement of any material fact contained in such
registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto,
or arise out of or are based upon the omission or alleged omission to
state therein, or allegedly necessary to make the statements therein not
misleading; and will reimburse Purchaser(s) for any legal or other
expenses reasonably incurred by Purchaser(s) in connection with
investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the indemnity Agreement contained in
this Subparagraph 5.5 shall not apply to amounts paid in settlement of
any such loss, claim, damage, liability, or action if such settlement is
effected without the consent of the Company nor shall the Company be
liable in any such case for any such loss, claim, damage, liability or
action to the extent that it arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission
made in connection with such registration statement preliminary
prospectus, final prospectus, or amendments or supplements thereto, in
reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by Investor.
(b) To the extent permitted by law, Purchaser(s) will indemnify and
hold harmless both Seller and the Company, each of its directors, each of its
officers who have signed such registration statement, each person, if any,
who controls the Company within the meaning of the Act, and any underwriter
for the Company (within the meaning of the Act) against any losses, claims,
damages or liabilities to which the Company or any such director,
officer, controlling person, or underwriter may become subject, under the Act
or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereto) arise out of or are based upon any untrue or
alleged untrue statement of any material fact contained in such registration
statement, including any preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or allegedly necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in such registration statement, preliminary
prospectus, or amendments or supplements thereto, in reliance upon and in
conformity with written information furnished by Purchaser(s) expressly for
use in connection with such registration; and Investor will reimburse any
legal or other expenses reasonably incurred by Seller, by the Company or any
such director, officer, controlling person or underwriter in connection with
investigating or defending any such loss, claim, damage, liability or action
if it is judicially determined that there were material misstatements or
omissions.
(c) Promptly after receipt by an indemnified party under this
Subparagraph 5.5 of notice of the commencement of any action,
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such indemnified party will, if a claim in respect thereof is to be made
against any indemnifying party under this Subparagraph 5.5, notify the
indemnifying party in writing of the commencement thereof and the
indemnifying party shall have the right to participate in and to assume
the defense thereof with counsel mutually satisfactory to the parties.
The failure to notify an indemnifying party promptly of the commencement
of any such action, if prejudicial to the ability to defend such action,
shall relieve such indemnifying party under this Subparagraph 5.5, but
the omission so to notify the indemnifying party will not relieve such
party of any liability which such party may have to any indemnified party
otherwise other than under this Subparagraph 5.5.
(d) If recovery is not available under the foregoing indemnification
provisions of this paragraph, for any reason other than as specified therein,
the parties entitled to indemnification by the terms thereof shall be
entitled to contribution to liabilities and expenses, except to the extent
that contribution is not permitted under Section 11(f) of the Act. In
determining the amount of contribution to which the respective parties are
entitled, there shall be considered the relative benefits received by each
party from the offering of the securities (taking into account the portion of
the proceeds of the offering realized by each), the parties' relative
knowledge and access to information concerning the matter with respect to
which the claim was asserted, the opportunity to correct and prevent any
statement of omission, and any other equitable considerations appropriate
under the circumstances; provided that in no event will Purchaser(s) be
required to contribute an amount in excess of the original cost to
Purchaser(s) of Purchaser's(s') shares included in that offering.
5.6 REPORTS UNDER THE SECURITIES EXCHANGE ACT OF 1934. With a view to
making available to Purchaser the benefits of Rule 144 or any successor rule
promulgated under the Act, Seller agrees to use his best efforts to cause
the Company (i) to file with the SEC in a timely manner all reports and
other documents required to filed by an issuer of securities registered under
the Act or the Securities Exchange Act of 1934, as amended, (ii) to maintain
in effect the registration of its Common Stock under Section 12 of the
Securities Exchange Act of 1934, as amended, and (iii) so long as Investor
owns any of the Shares, to furnish in writing upon Investor's request the
following information: (A) the Company's name, address and telephone number,
(B) the Company's Internal Revenue Service identification number, (C) the
Company's SEC file number, (D) the number of shares of Common Stock
outstanding as shown by the most recent report or statement published by the
Company, (E) the average weekly volume of trading in such shares reported on
all national securities exchanges during the four calendar weeks preceding
the date of receipt of request by the Holder, (F) whether the Company has
filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding twelve months, and (G) to
take such other
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action or provide such other information to Investor as may be
reasonably required to allow Investor to comply with Rule 144.
5.7 TRANSFER OF REGISTRATION RIGHTS. No transfer of the Purchaser's(s')
Registration Rights hereunder shall be permitted, except with the express
written consent of both Seller and the Company.
6. MISCELLANEOUS
6.1 AGREEMENT IS ENTIRE CONTRACT. Except as specifically
referenced herein, this Agreement constitutes the entire contract
between the parties hereto concerning the subject matter hereof and no
party shall be liable or bound to the other in any manner by any
warranties, representations or covenants except as specifically set
forth herein. Any previous Agreement among the parties related to the
transactions described herein is superseded hereby. The terms and
conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties
hereto, expressly including the Purchaser. Nothing in this Agreement,
express or implied, is intended to confer upon any party, other than the
parties hereto, and their respective successors and assigns, any rights,
remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided herein.
6.2 GOVERNING LAW. This Agreement shall be governed by and
construed under the laws of the State of Colorado.
6.3 COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
6.4 TITLE AND SUBTITLES. The titles of the paragraphs and
subparagraphs of this Agreement are for convenience and are not to be
considered in construing this Agreement.
6.5 NOTICES. Any notice required or permitted hereunder shall
be given in writing and shall be deemed effectively given upon personal
delivery or upon deposit in the United States Post Office, by registered
or certified mail, addressed to a party at its address hereinafter shown
below its signature or at such other address as such party may designate
by ten (10) days' advance written notice to the other party.
6.6 FINDER'S FEE. Both parties acknowledge that a finder's
fee is being paid by Seller to Schneider Securities, Inc., 108 E. St. Vrain,
Suite 14, Colorado Springs, CO 80903 as follows:
__________________________________ Except for such finder's fee, each
party hereto represents that it is not, and will not be, obligated for
any finder's fee or commission payable in cash in connecton with this
transaction.
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Investor hereby agrees to indemnify and to hold harmless Seller and
the Company from any liability for any commission or compensation in the
nature of a finder's fee (and the costs and expenses of defending
against such liability or asserted liability) for which Investor or any
of its employees or representatives is responsible.
Seller agrees to indemnify and hold harmless Investor from any
liability for any commission and compensation in the nature of a
finder's fee (and the costs and expenses of defending against such
liability or asserted liability) for which the Company or any of its
officers, employees or representatives is responsible.
6.7 SURVIVAL OF WARRANTIES. The warranties and
representations of the Seller and Investor contained in or made pursuant
to this Agreement shall survive the execution and delivery of this
Agreement and the Closing hereunder.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the day and year first written above.
SELLER:
/S/ JOHN A. THORPE
---------------------------------
JOHN A. THORPE
Address:
1935 Jamboree Drive
Colorado Springs, CO 80920
INVESTOR:
KENNEDY CAPITAL MANAGEMENT, INC.
By:
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Title:
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Address: 425 New Ballas Road
St. Louis, MO 63141
