As Filed with the Securities and Exchange Commission on July 14, 2000
Registration No. 333-_________
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
________________________________
MARGATE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-8963939
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
129 NORTH MAIN STREET
YALE, MICHIGAN 48097
(810) 387-4300
(Address, including zip code, and telephone number, including
area code or registrant's principal executive offices)
WILLIAM H. HOPTON
PRESIDENT
MARGATE INDUSTRIES, INC.
129 NORTH MAIN STREET
YALE, MICHIGAN 48097
(Name, address, including zip code, and telephone number,
including area code or agent for service)
Copies To:
JOHN B. WILLS, ESQ. WILLIAM H. HOPTON
BERENBAUM, WEINSHIENK & EASON, P.C. MARGATE INDUSTRIES, INC.
370 SEVENTEENTH STREET, SUITE 2600 129 NORTH MAIN STREET
DENVER, COLORADO 80202-5626 YALE, MICHIGAN 48097
(303) 825-0800 (810) 387-4300
________________________________
Approximate date of commencement of proposed sale of the securities to the
public: At such time or times after the effective date of this Registration
Statement as the Selling Shareholders shall determine.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the
following box: / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividends or
interest reinvestment plans, check the following box: /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering:
/ / _______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier registration statement for
the same offering: / / _________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
________________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================
Proposed maximum Proposed maximum
Title of each class of Amount to be offering aggregate Amount of
Securities to be registered registered Price per unit(2) Offering price Registration Fee
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.015 par value (1) 280,000 $6.125 $1,715,000 $452.76
====================================================================================================
</TABLE>
(1) Each share of the Registrant's Common Stock includes one stock
purchase right.
(2) Estimated solely for the purpose of calculating the registration fee
and computed in accordance with Rule 457(c) under the Securities Act
based on the high $6.25 and low $6.00 sale prices of the Registrant's
Common Stock as quoted on the Nasdaq Small Cap Market on July 11, 2000.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay the effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
section 8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said section 8(a),
may determine.
<PAGE>
PROSPECTUS
MARGATE INDUSTRIES, INC.
280,000 SHARES OF COMMON STOCK
($.015 PAR VALUE)
________________________________
This Prospectus is part of a registration statement that covers
280,000 shares of our Common Stock which are presently outstanding as
underlying outstanding options. These shares may be offered and sold from
time to time by certain of our shareholders (the "Selling Shareholders") in
a manner set forth in this Prospectus. We will receive up to approximately
$455,000 from the exercise price of all the options (which have an exercise
price of $1.625) if and when exercised. We will use the proceeds for
general working capital purposes. We will not receive any of the proceeds
from the sale of the Common Stock. We will bear the costs relating to the
registration of the Common Stock, which we estimate to be $12,000.
Our Common Stock is traded on the Nasdaq Stock Market under the symbol
CGUL. The average of the high and low prices of the Common Stock as
reported on the Nasdaq Stock Market on July 11, 2000 was $6.00 per share of
Common Stock.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these securities, or
determined if this prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
Purchasing shares of our Common Stock involves a high degree of risk.
See "Risk Factors" beginning on page 2.
________________________________
THE DATE OF THIS PROSPECTUS IS JULY __________, 2000
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The terms "Margate," "Company," "we," "our" and "us" refer to Margate
Industries, Inc. unless the context suggests otherwise. The term "you"
refers to a prospective investor.
________________________________
You should rely on the information contained or incorporated by
reference in this prospectus. See "Where You Can Find More Information"
and "Incorporation of Certain Documents by Reference" on pages 6-7. We
have not authorized anyone to provide you with different information. We
are not making an offer of these securities in any jurisdiction where the
offer or sale is not permitted. You should not assume that the information
contained in this prospectus is accurate as of any date other than the date
on the front cover of this prospectus.
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THE COMPANY
We engage in the business of performing finishing operations on grey
iron castings for the foundry industry. The principal service that we
render is the finishing, cleaning and testing of castings produced by our
customers for the automotive industry and other component manufacturers in
the United States and Canada. One of our subsidiaries, Brown City, doing
business as Yale Industries, a Michigan corporation, is engaged in the
business of performing operations for the foundry industry. These
operations include the cleaning, grinding and testing of castings prior to
shipment to the end purchaser. Yale Industries commenced operations in
June of 1987. Its facilities are currently located in Yale, Michigan,
approximately 30 miles from New Haven, Michigan, where New Haven Foundry is
located. New Haven Foundry is our largest customer, a former subsidiary of
the Company and is now controlled by one of our directors. New Haven
Foundry uses the services of Yale for approximately 80% of the castings and
cylinder heads they manufacture for Chrysler Corporation and others. We
formed our Yale subsidiary because we believed that our separate company
and facility provided New Haven Foundry, and other foundries, certain
advantages over handling finishing functions in-house. We believe that
this is due to the fact that over the past several years, automobile
manufacturers have begun to require that additional finishing work and
water testing be done on castings prior to shipment. These requirements
have increased the amount of time and labor spent on these services. We
have found that Yale Industries, as a separate company devoted to these
activities, has been able to handle these functions more cost effectively.
In addition, since Yale Industries is capable of providing these services
to other customers as well as New Haven Foundry, Yale generates additional
revenues for us.
Our other subsidiary, Fort Atkinson Industries, is also engaged in the
business of performing finishing operations on castings for the foundry
industry. We believe there exists a significant potential for additional
sales volume for finishing operations from non-affiliated foundries as we
continue to grow and diversify into the non-automotive industries.
As noted above, our main customer is New Haven Foundry which accounted
for approximately 65.5% of our total revenue for the fiscal year ended
December 31, 1999.
RECENT DEVELOPMENTS
On July 10, 2000, we entered into an Agreement and Plan of
Reorganization with B2B Euro Wireless.com, Inc. ("B2B") wherein B2B would
become a wholly owned subsidiary of a new holding company ("Holding
Company") to be formed by us. Thereafter, the Holding Company will acquire
all of the outstanding shares of ours and issue its shares on a one-for-one
basis to our existing shareholders for a total of approximately 1,800,000
shares and acquire all of the outstanding shares of B2B for 15,200,000
shares of the Holding Company. Accordingly, our existing shareholders will
own approximately 11% on a fully diluted basis. Following this
transaction, the board of directors of the Holding Company shall consist of
two members designated by us and the remaining directors designated by B2B.
B2B will also be required to make a $8.0 million cash investment prior to
closing minus certain expenses and costs of business development.
The consummation of this transaction is subject to completion of an S-4
registration statement with respect to the transaction, satisfaction of
regulatory requirements, if any, and
<PAGE>
shareholder approval. The transaction has been reviewed by Chartered
Capital Advisers, Inc. and we are in receipt of a fairness opinion
indicating that the terms of the transaction are fair to our shareholders.
B2B is a start up company which intends to develop an online business-to-
business e-commerce platform and technology to maximize opportunities on the
Internet. To date B2B has conducted only limited operations.
On July 11, 2000, we declared a $0.50 cash dividend on all shares of
our Common Stock held of record on July 24, 2000 with a payment date of
August 25, 2000.
THE OFFERING
Securities Offered 280,000 shares of Common Stock, $.015 par value
Offering Price All or part of the shares offered hereby may be
sold from time to time in amounts and on terms to
be determined by the Selling Shareholders at the
time of the sale
Nasdaq Symbol "CGUL"
RISK FACTORS
You should carefully consider the following risk factors, in addition
to the other information in this prospectus, before purchasing shares of
our Common Stock. Each of these risk factors could adversely affect our
business, operating results and financial condition. This means that each
of these risk factors could adversely affect the value of our Common Stock.
Investing in common stock involves a high degree of risk.
NATURE OF AUTOMOTIVE INDUSTRY
Our principal operations are directly related to domestic automotive
vehicle production. Automotive sales and production are cyclical and
somewhat seasonal and can be affected by the strength of a country's
general economy. In addition, automotive production and sales can be
affected by labor relations issues (including strikes and other work
stoppages), regulatory requirements, trade agreements, consumer spending
trends and other factors. A decline in automotive sales and production
could result in a decline in our results of operations or financial condition.
CYCLICALITY
Our business is subject to cyclical fluctuations based on general
economic conditions in general and the automotive industry specifically.
COMPETITION
We face strong competitors in most of our markets. Competitive
factors include price, delivery and quality. However, breadth of
capabilities and customer service have become
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increasingly important. Some of our competitors may have greater financial
resources than we do; others may have lower costs than we do. There can be
no assurance that existing or potential competitors will not substantially
increase their resources devoted to the development and marketing of
products competitive with ours. Competitors in regions such as Mexico,
South America and Europe may have lower costs, including labor costs, than
we do.
CUSTOMER CONCENTRATION
Historically, a small number of customers accounted for a substantial
percentage of our net sales. In the fiscal year ended December 31, 1999,
New Haven Foundry accounted for approximately 65.5% of our total revenue.
A significant reduction in business from New Haven Foundry or any of our
other customers could have a material adverse effect on our financial
condition and results of operations.
ENVIRONMENTAL MATTERS
We are subject to numerous laws and regulations that govern
environmental issues, workplace safety, equal employment opportunities and
other aspects of our business. We believe that we are in material
compliance with the applicable environmental laws and regulations and are
not aware of any outstanding violation or citations with respect thereto at
any of our facilities. Our operations entail the risk of future
noncompliance with environmental and other governmental regulations. The
chief environmental issues for our foundries are air emissions and solid
waste disposal. The cost of complying with various environmental
regulations is likely to increase over time, and there can be no assurance
that the cost of compliance will not have a material adverse effect on our
financial condition and results of operations.
DEPENDENCE ON KEY PERSONNEL
We are dependent on certain key personnel and our ability to maintain
our competitive position will depend on our ability to retain key personnel
and to continue to attract and retain highly qualified managerial and
manufacturing personnel. There can be no assurance that the loss of key
personnel would not have a material adverse effect on our financial
condition and results of operations or that we will be able to recruit and
retain such personnel.
LABOR RELATIONS
Although we believe that our labor relations are good, there can be no
assurance that a work stoppage will not occur in the future, which could
have a material adverse effect on our financial condition and results of
operations. There can also be no assurance that a work stoppage at one of
our major customers would not have a material adverse effect on our
financial condition and results of operations. Currently, our employees do
not belong to a labor union, however, New Haven Foundry, a major customer,
is unionized.
LIMITED PUBLIC MARKET AND POSSIBLE VOLATILITY OF SHARES OF COMMON STOCK
The prices of securities of publicly traded corporations tend to
fluctuate widely. It can be expected that trading in our Common Stock may
have wide fluctuations in price. The limited market for our Common Stock,
fluctuations in trading interest and changes in our operating
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results, financial condition and prospects could have a significant impact
on the market prices for our Common Stock.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within meaning of
section 27A of the Securities Act of 1933 and section 21E of the Securities
Exchange Act of 1934, including statements regarding, among other items,
our growth strategies, anticipated trends in our business and our future
results of operations, general economic conditions in the Northern United
States, our ability to make and integrate acquisitions and the outcome of
litigation and the impact of governmental regulation. These forward-looking
statements are based largely on our expectations and are subject to
a number of risks and uncertainties, many of which are beyond our control.
Actual results could differ materially from these forward-looking
statements as a result of, among other things:
* economic outlook,
* cost reduction,
* cash flow,
* operating performance,
* modification of existing strategies, or
* improvements and industry developments
In addition, the words "believe," "may," "will," "estimate," "continue,"
"anticipate," "intend," "expect" and similar expressions, as they relate to
Margate, our business or our management, are intended to identify forward-
looking statements.
We undertake no obligations to publicly update or revise any forward-
looking statements, whether as a result of new information, future events
or otherwise after the date of this prospectus. In light of these risks
and uncertainties, the forward-looking events and circumstances discussed
in the prospectus may not occur and actual results could differ materially
from those anticipated or implied in the forward-looking statements.
USE OF PROCEEDS
We will receive approximately $455,000 from the exercise of certain
options but nothing of the proceeds from the sale of the Common Stock. We
have paid the costs relating to the registration of these shares, which we
estimate to be $12,000.
SELLING SHAREHOLDERS
The following table sets forth, for each Selling Shareholder, the
amount of Common Stock of the Company owned, the number of shares of Common
Stock offered hereby and the number of shares of Common Stock to be held
and the percentage of outstanding Common Stock
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to be beneficially owned after completion of this offering (assuming the
sale of all shares offered under this Prospectus).
Number Number of
of Common Common Shares
Name Shares Owned(1) Offered Hereby(1)
---- --------------- -----------------
David A. Widlak 80,000 80,000
William H. Hopton 60,000 60,000
Laurie A. Hopton 5,000 5,000
Kimbarlee S. Hopton 5,000 5,000
Melissa J. Monahan 5,000 5,000
Steven H. Hopton 5,000 5,000
Ken Hopton 30,000 30,000
Fred G. Schriever, Jr. and
Suzanne Schriever 15,000 15,000
Stephen W. and Shelia
Schriever 15,000 15,000
Denis R. LeDuc 30,000 30,000
Delbert W. Mullens 30,000 30,000
Total 280,000 280,000
========= =========
_______________
(1) Represents only shares underlying options or issued upon exercise
of options that were issued to Officers and Directors or their
respective assigns and/or donees.
PLAN OF DISTRIBUTION
We are registering the shares covered by this Prospectus for the
Selling Shareholders. As used in this Prospectus, "Selling Shareholders"
includes the pledgees, donees, transferees or others who may later hold the
Selling Shareholders' interest. We will pay the costs and fees of
registering the shares, but the Selling Shareholders will pay any brokerage
commissions, discounts or other expenses relating to the sale of the shares.
The Selling Shareholders may sell the shares in the over-the-counter
market or otherwise, at market prices prevailing at the time of the sale,
at prices related to the prevailing market prices, or at negotiated prices.
In addition, the Selling Shareholders may sell some or all of their shares
through:
* a block trade in which a broker-dealer may resell a portion of
the block, as principal, in order to facilitate the transaction;
* purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account; or
* ordinary brokerage transactions and transactions in which a
broker solicits purchasers.
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The Selling Shareholders may negotiate and pay broker-dealers
commissions, discounts or concessions for their services. Broker-dealers
engaged by the Selling Shareholders may allow other broker-dealers to
participate in resales. However, the Selling Shareholders and any broker-
dealers involved in the sale or resale of the shares may qualify as
"underwriters" within the meaning of Section 2(a) (11) of the Securities
Act of 1933. If the Selling Shareholders qualify as "underwriters" they
will be subject to the prospectus delivery requirements of Section 5(b) (2)
of the 1933 Act.
In addition to selling their shares under this Prospectus, the Selling
Shareholders may:
* agree to indemnify any broker-dealer or agent against certain
liabilities related to the selling of the shares, including
liabilities arising under the 1933 Act;
* transfer their shares in other ways not involving market makers
or established trading markets, including directly by gift,
distribution, or other transfer; or
* sell their shares under Rule 144 of the 1933 Act rather than
under this Prospectus, if the transaction meets the requirements
of Rule 144.
EXPERTS
The financial statements incorporated in this Prospectus by reference
to the Company's annual report on Form 10-K have been audited by Perrin,
Fordree & Company, P.C., independent auditors, as stated in their report
appearing herein in the Registration Statement, and have been so included
in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.
LEGAL OPINIONS
The legality of the shares offered hereby has been passed upon for us
by Berenbaum, Weinshienk & Eason, P.C.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the
Securities and Exchange Commission. You may read and copy documents we
have filed at the SEC's public reference rooms located at 450 Fifth Street,
N.W., Judiciary Plaza, Room 1024, Washington, D.C. 20549, and at regional
offices of the SEC at the Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511 and at 7 World Trade
Center, New York, New York 10048. For further information on the SEC's
public reference rooms, please call 1-800-SEC-0330. Our filings are also
available to the public from the SEC's Internet web site at
http://www.sec.gov. Information about us also may be inspected at the
offices of the National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006.
This prospectus is part of a registration statement that we filed with
the SEC utilizing a "shelf" registration process. Additional prospectuses
or prospectus supplements may add, update or change information contained
in this prospectus. Any statement that we make in this prospectus will be
modified or superseded by any inconsistent statement made by us in a later
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prospectus supplement. You should read this prospectus together with
additional information described under the heading "Incorporation of
Certain Documents by Reference."
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we
file with the SEC, which means that we can disclose important information
to you by referring you to those documents that are considered part of this
prospectus. Information filed with the SEC after the date of this
prospectus will automatically update and supersede this information. The
following documents filed with the SEC are incorporated by reference.
(1) Annual Report on Form 10-K for the year ended December 31, 1999.
(2) Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.
(3) Amendment No. 1 on Form 10-Q/A to previously filed Form 10-Q for
the quarter ended March 31, 2000.
(4) Amendment No. 2 on Form 10-Q/A to previously filed Form 10-Q for
the quarter ended March 31, 2000.
(5) Definitive Proxy Statement for Annual Meeting of Shareholders to
be held June 28, 2000.
(6) Report of unscheduled material events filed on Form 8-K on March 27,
2000.
(7) Report of acquisition of assets filed on Form 8-K on July 14, 2000.
Any future filings we make with the SEC under Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act are incorporated by reference in
this prospectus until we complete the offering of the securities.
We will provide each person to whom a copy of this prospectus has been
delivered, without charge, a copy of any of the documents referred to above
as being incorporated by reference. You may request a copy by writing or
telephoning William H. Hopton, 129 North Main Street, Yale, Michigan 48097
(telephone 810-387-4300).
You should rely on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are
not making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus
or any prospectus supplement is accurate as of the date other than the date
on the front of those documents.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following sets forth expenses, other than underwriting fees and
commissions, expected to be borne by the Registrant in connection with the
distribution of the securities being registered:
Securities and Exchange Commission registration fee $ 452.76
Legal fees and expenses 6,000.00 (1)
Accounting fees and expense 3,000,00 (1)
Miscellaneous 2,547.24 (1)
----------
Total(1) $12,000.00 (1)
==========
____________
(1) All amounts listed above are estimates, except for the Securities and
Exchange Commission registration fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation (the "Certificate")
provides that the Company shall indemnify each person who is or was a
director, officer or employee of the Company to the fullest extent
permitted under Section 145 of the Delaware General Corporation Law.
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of such corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of
such corporation, or is or was serving at the request of such corporation
as a director, officer, employee or agent of another corporation or
enterprise. A corporation may indemnify such person against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. A corporation
may, in advance of the final disposition of any civil, criminal,
administrative or investigative action, suit or proceeding, pay the
expenses (including attorneys' fees) incurred by any officer or director in
defending such action, provided that the director or officer undertakes to
repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation.
A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation to procure a judgment in its
favor under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged
to be liable to the corporation. Where an officer or director is
successful on the merits or otherwise in the defense of any action referred
to above, the corporation must indemnify him against the expenses
(including attorneys' fees) which he actually and reasonably incurred in
connection therewith. The indemnification provided is not deemed to be
exclusive of any other rights to
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which an officer or director may be entitled under any corporation's bylaw,
agreement, vote or otherwise.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors,
officers, or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act of 1933, as amended, and is
therefore unenforceable.
ITEM 16. EXHIBITS.
The following exhibits are filed as part of this registration
statement pursuant to Item 601 of Regulation S-K:
EXHIBIT NO. TITLE
--------------- -----------------------------------------
5 Opinion of Berenbaum, Weinshienk & Eason, P.C.
23.1 Consent of Berenbaum, Weinshienk & Eason, P.C. (included
in Exhibit 5)
24.1 Consent of Perrin, Fordree & Company, P.C.
5 Power of Attorney (included in the signature page of this
registration statement)
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,
provided, however, that notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the
form or prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
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(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference 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 that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
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 provisions described
under Item 15 above, or otherwise, the registrant has been advised that in
the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 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 in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of
such issue.
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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-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Yale, State of Michigan on July 14,
2000.
MARGATE INDUSTRIES, INC.
/s/ WILLIAM H. HOPTON
-------------------------------------
By: William H. Hopton, President, Chief
Financial Officer, Treasurer and Director
POWER OF ATTORNEY
Each of the undersigned hereby nominates, constitutes and appoints
William H. Hopton and if not available, David A. Widlak, to be his true and
lawful attorney-in-fact and to sign in his name and on his behalf in any
and all capacities stated below, and to file with the Securities and
Exchange Commission (the "Commission"), any and all amendments, including
post-effective amendments on Form S-3 or other appropriate form, to this
registration statement, and any additional registration statement pursuant
to Rule 462(b), and generally to do all such things on his behalf in any
and all capacities stated below to enable the Company to comply with the
provisions of the Securities Act of 1933 and all requirements of the
Commission.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 14, 2000.
/s/ WILLIAM H. HOPTON
---------------------------
William H. Hopton
/s/ DAVID A. WIDLAK
---------------------------
David A. Widlak
/s/ DENIS R. LEDUC
---------------------------
Denis R. LeDuc
/s/ DELBERT W. MULLENS
---------------------------
Delbert W. Mullens
/s/ FREDERICK G. SCHRIEVER
---------------------------
Frederick G. Schriever
4
