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SEC Registration No. 33-85752
As filed with the Securities and Exchange Commission on June 7, 1995
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3/A
(PRE-EFFECTIVE AMENDMENT NO. 4)
Registration Statement Under the Securities Act of 1933
AMERIQUEST TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-0244136
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(State of Incorporation) (I.R.S. Employer Identification No.)
3 Imperial Promenade, Ste. 300, Santa Ana, California 92707, (714) 437-0099
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(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Stephen G. Holmes, Secretary, AmeriQuest Technologies, Inc.
3 Imperial Promenade, Ste. 300, Santa Ana, California 92707, (714) 437-0099
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(Name, address, including zip code, and telephone number,
including area code, of agent for service of process)
Approximate Date of Commencement of Proposed Sale to the Public: From time-to-
time following the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
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.
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Exhibit Index is on page 15. Page 1 of 69 pages.
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PROSPECTUS
AMERIQUEST TECHNOLOGIES, INC.
9,559,998 Shares of Common Stock
The 9,559,998 shares of Common Stock, $.01 par value per share (the "Common
Stock"), of AmeriQuest Technologies, Inc., a Delaware corporation (the
"Company"), offered hereby will be sold by shareholders of the Company (the
"Selling Shareholders").
All of such shares have been issued to, and will be sold by, the Selling
Shareholders identified herein under "Selling Shareholders." The Company will
not receive any part of the proceeds from the sale of any of these shares.
On May 24, 1995, the closing price of the Company's Common Stock, as
reported on the New York Stock Exchange, was $2 5/8.
THE SHARES OFFERED BY THE SELLING SHAREHOLDERS PURSUANT TO THIS PROSPECTUS WHEN
ADDED TO THE SHARES SUBJECT TO OTHER REGISTRATION STATEMENTS FOR SALE BY OTHER
SELLING SHAREHOLDERS CONSTITUTES 61.1% OF THE TOTAL ISSUED AND OUTSTANDING
SHARES OF THE COMPANY. FOR A DISCUSSION OF THIS AND CERTAIN OTHER FACTORS TO
CONSIDER BEFORE PURCHASING ANY OF THE SECURITIES OFFERED HEREBY, SEE "RISK
FACTORS".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
Certain of the Selling Shareholders may be deemed to be "affiliates" of the
Company, as that term is defined under the Securities Act of 1933, as amended
(the "Securities Act"). The Selling Shareholders acquired the shares offered
hereby in private transactions not registered under the Securities Act.
Consequently, in connection with this offering, the Selling Shareholders may be
deemed to be "underwriters" of the Company's Common Stock offered hereby, as
that term is defined under the Securities Act. The Selling Shareholders intend
to sell the shares offered hereby from time-to-time for their own accounts in
the open market at the prices prevailing therein or in individually negotiated
transactions at such prices as may be agreed upon. Although there are no
current arrangements therefore, commissions equal to or in excess of normal
brokerage commissions may be paid to brokerage firms in connection with such
sales. The Selling Shareholders will bear all expenses with respect to the
offering of shares except the costs associated with registering shares under the
Securities Act and preparing this Prospectus.
The date of this Prospectus is June __, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC"). Reports, proxy statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the SEC at 450 Fifth Street N.W., Washington,
D.C. 20549, and at the following Regional Offices of the SEC: New York Regional
Office, 7 World Trade Center, New York, New York 10048 and Chicago Regional
Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies
of such material can also be obtained from the Public Reference Section of the
SEC, 450 Fifth Street N.W., Washington, D.C. 20549, at the SEC's prescribed
rates. Such material can also be inspected and copied at the offices of the
New York Stock Exchange, on which the Company's Common Stock is listed.
The Company has filed with the SEC a registration statement on Form S-3
(together with any amendments thereto, the "Registration Statement") under the
Securities Act, with respect to the shares of Company Common Stock to be sold
pursuant to this Prospectus. This Prospectus does not contain all the
information set forth in the Registration Statement, certain portions of which
have been omitted pursuant to the rules and regulations of the SEC. A copy of
the Registration Statement may be inspected without charge at the principal
offices of the SEC in Washington D.C.
NO 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, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES
TO WHICH IT RELATES, OR AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH
OFFER WOULD BE UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT
IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the SEC are incorporated
herein by this reference:
(1) AmeriQuest's Current Report on Form 8-K (including Amendment Nos. 1 thru
3) dated June 14, 1994, the most recent of which was filed May 26,
1995.
(2) AmeriQuest's Annual Report on Form 10-K (including Amendment Nos. 1 thru
7) for the fiscal year ended June 30, 1994, the most recent of which was
filed May 19, 1995.
(3) AmeriQuest's Current Report on Form 8-K (including Amendment No. 1)
dated July 18, 1994, the most recent of which was filed April 6,
1995.
(4) AmeriQuest's Current Report on Form 8-K (including Amendment Nos. 1 thru
4) dated September 12, 1994, the most recent of which was filed May 9,
1995.
(5) AmeriQuest's Quarterly Report on Form 10-Q (including Amendment Nos. 1
thru 4) for the three months ended September 30, 1994, the most recent
of which was filed May 9, 1995 (and erroneously labeled as "Amendment
No. 3").
(6) AmeriQuest's Current Report on Form 8-K (including Amendment Nos. 1 thru
6) dated November 14, 1994, the most recent of which was filed May 26,
1995.
(7) AmeriQuest's Quarterly Report on Form 10-Q (including Amendment Nos. 1
thru 4) for the six months ended December 30, 1994, the most recent of
which was filed May 26, 1995.
(8) AmeriQuest's Quarterly Report on Form 10-Q (including Amendment No. 1)
for the nine months ended March 31, 1995, the most recent of which was
filed May 26, 1995.
(9) AmeriQuest's Registration Statement on Form S-4, SEC File No.
33-57611.
(10) AmeriQuest's Proxy Statement dated June 9, 1995.
(11) Robec, Inc.'s Annual Report on Form 10-K (including Amendment No. 1) for
the year ended December 31, 1994 (SEC File No. 0-18115), the most recent
of which was filed May 10, 1995.
(12) Robec's Quarterly Report on Form 10-Q for the three months ended March
31, 1995, which was filed on May 15, 1995.
(13) Kenfil Inc.'s Annual Report on Form 10-K for the year ended June 30,
1993 (SEC File No. 0-19905).
(14) Kenfil Inc.'s Quarterly Report on Form 10-Q for the three months ended
September 30, 1993.
(15) Kenfil Inc.'s Quarterly Report on Form 10-Q for the six months ended
December 31, 1993.
(16) Kenfil Inc.'s Quarterly Report on Form 10-Q (including amendment No. 1)
for the nine months ended March 31, 1994, the most recent of which was
filed May 9, 1995.
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In addition, all reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act
after the date of this Prospectus and prior to the termination of this offering,
shall be deemed to be incorporated by reference herein and shall be deemed to be
a part hereof from the date of the filing of each such report or document.
Any statement incorporated herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference 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. Subject
to the foregoing, all information appearing in this Prospectus is qualified in
its entirely by the information appearing in the documents incorporated herein
by reference.
The Company will furnish without charge to each person to whom his
Prospectus is delivered, upon written or oral request, a copy of any or all of
the documents referred to above which have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into the information
incorporated herein by reference. Request should be addressed to: Corporate
Secretary, AmeriQuest Technologies, Inc., 3 Imperial Promenade, Ste. 300, Santa
Ana, California 92707; telephone (714) 437-0099.
RISK FACTORS
The shares of Common Stock offered hereby involve a substantial degree of
risk and only persons who are financially able to sustain the loss of their
total investment should consider purchasing such shares. Prospective
purchasers should carefully review the entire Prospectus and consider the
following risk factors prior to purchasing the shares of Common Stock offered
hereby.
RECENT DEVELOPMENTS/DEFAULT ON LOAN WITH PRIMARY LENDER. The Company is
currently in default under the terms of the agreement with its primary lender by
reason of both (i) its borrowings exceeding its collateral base and (ii) the
entry of a judgement against the Company in Oregon on February 17, 1995 totaling
$15.9 million. See "Recent Developments/Outstanding Judgement." (For additional
information see the Company's Quarterly Report on Form 10-Q/A (Amendment No. 1)
for the nine months ended March 31, 1995.) However, the primary lender has
continued to provide financing under the working capital line of credit.
Although management expects to reduce its borrowings under this line by the end
of its fourth quarter to a level where the loan is fully collateralized, no
assurance can be given that management will be successful in doing so. Such a
reduction would be accomplished in part through the improvement in operating
cash flow and the cash resources provided by improved asset management
practices. Additional cash resources would be provided through either the
expansion of the existing collateral base or additional financing secured by
receivables and inventory not currently pledged as collateral. In addition,
proceeds, if any, received from a warrant offering would be used to further
reduce the borrowings under the working capital line of credit.
RECENT DEVELOPMENTS/ACQUISITIONS. The Company has had a policy of growth,
both internal and by acquisition. On June 6, 1994, the Company acquired 51.9% of
Kenfil Inc., a distributor of computer software products, and on September 12,
1994 acquired the balance of the outstanding shares of Kenfil Inc. in a merger
between the Company's wholly-owned subsidiary, AmeriQuest/Kenfil Inc. and Kenfil
Inc. The Company now owns 100% of the resultant company, AmeriQuest/Kenfil Inc.
("Kenfil"). On September 22, 1994, the Company acquired 50.1% of Robec, Inc.
("Robec") from certain principal shareholders of Robec; and it is contemplated
that the Company will secure ownership of 100% of Robec in May, 1995, upon the
merger of Robec with and into another wholly-owned subsidiary of the Company, to
be formed. On November 14, 1994, the Company acquired Ross White Enterprises,
Inc., a Florida corporation d/b/a "National Computer Distributors" ("NCD") in a
merger between the Company's wholly-owned subsidiary, AmeriQuest/NCD, Inc. and
NCD.
RECENT DEVELOPMENTS AND POSSIBLE DEFAULT ON COMPUTER 2000 LOAN. On November
14, 1994, the Company executed an Investment Agreement with Computer 2000 AG
("Computer 2000"). Computer 2000 originally agreed to invest approximately $50
million in the Company in exchange for an approximately 51 percent ownership
interest in the Company, including shares already owned by Computer 2000 and
assuming the consummation of the acquisition of Robec. The investment by
Computer 2000 is tiered, with $32 million originally being contingent upon the
monthly and cumulative performance of the Company in the first half of calendar
1995 (which at the date of this Prospectus the Company has failed to achieve),
approval by the Company's shareholders and certain regulatory approvals. Given
the failure of the Company to achieve the performance goals, the Company has no
right to compel Computer 2000 to make such investment. If the shareholders of
the Company fail to approve the Investment Agreement, the Company may be
required by Computer 2000 to either repay the $18 million advanced to date as a
secured loan or repay approximately $12 million and issue to Computer 2000 new
shares which when added to its current holdings would increase its current
ownership to approximately 19.9% of the Company's outstanding Common Stock. See
"Recent Losses; Possible Need for Additional Capital," below. Both Robec and NCD
are distributors of computer hardware. The combination of the Company (including
Kenfil and NCD) and Robec after consummation of that merger is sometimes
referred to herein as the "Combined Company."
RECENT DEVELOPMENTS/OUTSTANDING JUDGEMENT. The Company learned by
happenstance during the week of May 11, 1995 that default judgements in the
total amount of $15.9 million were entered against it and its former Chief
Executive Officer in the Circuit Court of Washington County, Oregon on February
17, 1995 in favor of certain shareholders of defunct Microware, Inc.
("Microware"). The lawsuit relates to the Company's decision not to proceed with
the acquisition of Microware in January 1993. The Company has retained Oregon
counsel to proceed vigorously with efforts to petition the Court to vacate the
judgement based upon the fact that the Company's registered agent was not served
and the judgement was taken without the Company's consent or appearance. On May
25, 1995 the Court stayed enforcement of the judgements pending a hearing on
whether the judgements should be vacated. In the opinion of management the suit
is without merit. Management believes that substantial grounds to exist to have
the judgement vacated, and that the judgement should be vacated such that it
will not have an adverse effect on the Company's future financial position or
its results of operations. However, no absolute assurance can be given that the
Company will be successful in its efforts to have the judgement vacated, or that
if vacated the ultimate resolution of this matter will not have a material
adverse effect on the Company.
RECENT LOSSES; POSSIBLE NEED FOR ADDITIONAL CAPITAL. The Company experienced
significant net losses for fiscal years 1991 and 1992. Although the Company had
net earnings of $236,000 for the year ended June 30, 1993, it had a loss of
$7,971,000 for the year ended June 30, 1994, including a write-off of $5.7
million with respect to restructuring and the disposition of assets related to
hardware operations. For the six-months ended December 30, 1994, the Company had
a net loss of $6,169,000. NCD had a net income for the fiscal year ended March
31, 1994 of $630,115 on revenues of $196,512,724 compared with a net loss of
$2,460,624 the year earlier on revenues of $113,306,494. For the six months
ended September 30, 1994, NCD had a net income of $994,000 on sales of
$117,696,000. Robec experienced a loss of $6,172,000 for the year ended December
31, 1993 and a loss of $6,172,000 for the year ended December 31, 1994. Robec's
results of operations have been consolidated with the Company since September
22, 1994, its date of acquisition. The Combined Company is continuing to incur
losses as it attempts to restructure its operations, and there can be no
assurance that the combined companies will be able to achieve profitability in
subsequent periods even though it is cutting costs significantly in an attempt
to achieve a profitable level of operations as soon as possible. In fiscal 1994,
the Company raised approximately $5,600,000 from the sale of 3,400,000 shares of
Common Stock, which shares have been registered for resale on a Registration
Statement on Form S-3. On June 30, 1994 it raised another $2,000,000 in a sale
of its securities to foreign investors. On October 17, 1994, the Company raised
approximately $3,432,000 upon the placement of unsecured, convertible promissory
notes which were automatically converted to shares of AmeriQuest Common Stock
and warrants to purchase AmeriQuest Common Stock at $2.40 per unit upon the
acquisition of NCD. In the event that the Combined Company does not achieve
profitability in the near term, the Company may be required to seek additional
financing, but the Investment Agreement with Computer 2000 prohibits the
issuance of additional shares of the Company's Common Stock without its consent.
However, if the Company were to need additional capital and obtain Computer
2000's consent to issue additional shares of the Company's Common Stock, the
Company would be obligated to issue an equal number of additional shares to
Computer 2000 at the same price as that sold to other parties, thus reducing
the price per share to be paid by Computer 2000. There can be no assurance that
any such financing will be available to the Company if and when required, or on
terms acceptable to the Company, or that such additional financing, if
available, would not result in substantial dilution of the equity interests of
existing stockholders.
3
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STOCK REPURCHASE AGREEMENT. AmeriQuest is party to a Stock Repurchase Agreement
dated November 14, 1994 pursuant to which certain former shareholders of NCD
have the right at any time and from time-to-time after February 13, 1995 to
require AmeriQuest to repurchase up to 661,486 shares of AmeriQuest Common Stock
at $3.50 per share for a total potential obligation of $2,315,201. Although no
demand has been made of AmeriQuest to date, such a request could be received at
any time.
INTEGRATION OF COMPANIES. In determining to acquire Kenfil, Robec and NCD the
management of the Company evaluated the companies' respective businesses based
in part on expectations concerning the future operations of the combined
company. The evaluations reflected to a material extent the expectation that
there would be an increase in the sales of each company's products, as well as
the expectation that the combination of the companies would produce other
beneficial effects. There can be no assurance that these expectations will be
fulfilled. The Company believes that a key benefit to be realized from the
acquisitions will be the integration of the companies' strategies and product
lines. Certain of the anticipated benefits of the acquisitions may not be
achieved unless the respective operations of each company are successfully
integrated in a timely manner. The difficulties of such integration is
increased by the necessity of maintaining multiple accounting systems and
integrating personnel with disparate business backgrounds and corporate
cultures. Such problems could be further exacerbated in combining Robec's and
NCD's operations with those of the Company because of the geographical diversity
of the companies. There can be no assurance that the combined company will be
able to integrate effectively the products and services of the Company with the
products and services of Robec and/or NCD. Nor can there be any assurance
that, even if integrated, the combined company's product and service offerings
will be successful. If the combined company is not successful in integrating
its product strategies and services or if its integrated products and services
fail to achieve market acceptance, the business of the combined company could be
adversely affected.
CHANGING METHODS OF SOFTWARE DISTRIBUTION. The manner in which microcomputer
software products are distributed and sold is changing, and new methods of
distribution may emerge or expand. Software publishers have sold, and may
intensify their efforts to sell, their products directly to resellers and end-
users, including certain major reseller customers. From time-to-time certain
publishers have instituted programs for the direct sale of large-order
quantities of software to certain major corporate accounts, and these types of
programs may continue to be used by various publishers. In addition, certain
major publishers have implemented programs for master copy distribution (site
licensing) of software. These programs generally grant an organization the
right to make any number of copies of software for distribution within the
organization provided that the organization pays a fee to the publisher for each
copy made. Also, publishers may attempt to increase the volume of software
products distributed electronically to end-users' microcomputers. If these
programs become more common or if other methods of distribution of software
become more widely accepted, Kenfil's business and financial results could be
materially adversely affected.
NEED FOR PRODUCT DEVELOPMENT; MANUFACTURING. The Company competes in an
industry which is affected by technological change. The inability of the
Combined Company to develop or obtain new products which respond to industry
demands could adversely affect its operational and financial performance. The
Company depends on original equipment manufacturers (''OEMs''), to manufacture
various portions of its products, but has no contractual commitments from its
suppliers where no single supplier provides the entirety of any product needs.
Although the Company performs quality control checks on these components, there
can be no assurance that component defects will not occur in the future. The
Company has in the past experienced component reliability problems with respect
to new components. The Company believes that this problem is typical in the
industry and it performs product quality inspection and final testing to
prevent, detect and remedy such problems. There can be no assurance that
component reliability problems will not have a material adverse effect on the
Company's business or the business of the combined company. The Company also
purchases components, subassemblies and fabricated parts from independent
suppliers. The Company believes that it maintains adequate inventories of parts
to cover its short-term requirements and has never experienced difficulties in
obtaining inventories of parts to cover its short-term requirements or
components. However, the Company does purchase several key components from a
limited number of sources. There can be no assurance that, with respect to such
components, the loss of key sources would not have a material effect on the
Company's business or the business of the Combined Company.
COMPETITION; DOMINANCE OF INDUSTRY LEADERS. Most of the Company's competitors
have financial, marketing or management resources substantially greater than
those of the Company. The personal computer industry is dominated by companies
with annual revenues that exceed a billion dollars. The Company's principal
markets comprised predominantly of personal computer resellers with a moderate
volume of sales. The Company is facing increasing competition from many
competitors. The Company believes that the price and performance of its
products continue to compare favorably with competitive products.
Nevertheless, there can be no assurance that competitive products will not have
a material adverse effect on the Company's business.
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COMPETITION; PRODUCTS AND GROSS MARGIN. The Company competes in an industry
characterized by intense and increasing competition. Because the products
traditionally resold by the Company have shorter and shorter product life
cycles, and are offered by many resellers, the gross margins which can be earned
from the sale of such products reduces quickly over shorter periods of time.
In addition, the products are subject to loss in value due to technological
obsolescence. Accordingly, the Company's primary marketing strategy has been
to develop products with increasing data storage capacities. There can be no
assurance that the Company's strategies will be able to develop higher capacity
products, or maintain adequate gross margins on the sales of such products.
DEPENDENCE UPON KEY PERSONNEL. The Company is dependent upon the marketing and
management expertise of certain key personnel. While the Company believes that
it could find other qualified persons to assume the responsibilities of these
key personnel if they were to leave the Company, the search for successors could
take a substantial amount of time, and the disruption to the Company's
operations could have a material adverse effect on its business; and the Company
does not maintain Key-man insurance policies.
POSSIBLE SALES BY SHAREHOLDERS. The shares of Common Stock offered hereby
represent approximately 40.8% of the outstanding Common Stock as of the date of
this Prospectus. Sale of the shares offered may have the effect of
substantially depressing the market price of the Company's Common Stock. In
addition, 4,238,639 shares (20.3%) are the subject of separate Registration
Statements on Form S-3. The Company also issued 833,333 shares (4.0%) of its
Common Stock on June 30, 1994, which under certain conditions could be resold at
any time, and are therefore included in the shares covered by this Prospectus.
The Company has also agreed to register the shares to be issued to Computer 2000
upon consummation of the transactions contemplated by the Investment Agreement
with Computer 2000. The sale of such shares, or the perception that such shares
may be sold, may have the effect of substantially depressing the market price of
the Company's Common Stock and causing substantial fluctuations in the price of
the Company's Common Stock.
VOLATILITY OF STOCK PRICE; TRADING VOLUME. The price of the Company's Common
Stock has been subject to significant price fluctuations. There can be no
assurance that the price of the Company's Common Stock will stabilize at any
time or at a price equal to or above the offering price of the shares offered
hereby. In addition, the trading volume for the Company's Common Stock has
generally been low. A large increase in share trading volume in a short period
of time could cause a significant reduction in share trading prices.
THE COMPANY
AmeriQuest Technologies, Inc. (the " Company") markets and sells, as a
distributor, products for the personal computer market, and is a supplier of
hard disk drive subsystems for IBM compatible and other leading personal and
business computers, including Apple, Compaq and others. Hard disk drives allow
personal computers, which otherwise often lack sufficient data storage capacity,
to perform many widely used, sophisticated business applications. The Company
also offers disk array, magneto optical, CDROM, floppy disk drives and magnetic
tape back-up subsystems having a variety of data storage capacities as well as
personal computers, networking, graphics, communications and connectivity and
accessory products. AmeriQuest currently markets more than 2,000 products to
original equipment manufacturers, value added resellers and dealers throughout
the United States and in many foreign countries, including national and regional
distributors and large reseller computer chains such as ComputerLand,
Intelligent Electronics and InaCom.
The Company's principal executive offices are currently located at 3
Imperial Promenade, Ste. 300, Santa Ana, California, and its telephone number is
(714) 437-0099.
SHARES COVERED
The shares covered by this Prospectus have been so included pursuant to
contractual registration rights by the holders of such shares.
The Company has no specific information concerning whether or when any
offers or sales of shares covered by this Prospectus will be made, or if made,
on what the price, terms or conditions of any such offers or sales will be made.
Based on information available to the Company, it is the Company's understanding
that the Selling Shareholders propose to offer and sell the shares covered
hereby in one or more transactions either (i) by one or more broker-dealers (the
"Brokers") as agents for the Selling Shareholders at a price or prices related
to the then current market price of the Company's Common Stock, with such
commission to be paid by the respective Selling Shareholder to the Brokers as
shall be agreed upon by them, or (ii) by the respective Selling Shareholder to
the Brokers (for resale by the Brokers as principals) at a price or prices
related to the then current market price of the Company's Common Stock, less
such discount, if any, as shall be agreed upon by the respective Selling
Shareholder
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and Brokers, or (iii) by a combination of the methods described above. The
Company has agreed to indemnify the Selling Shareholders against certain
liabilities, including liabilities under the Securities Act, and will bear the
expense of preparation and filing of the Registration Statement (of which this
Prospectus is a part) and certain other expense.
The Selling Shareholders may be considered "underwriters" within the meaning
of the Securities Act. See "Selling Shareholders" for information concerning
the beneficial ownership of Company securities by such holder.
USE OF PROCEEDS
All of the securities covered by this Prospectus are being offered by the
Selling Shareholders. As a consequence, the Company will not receive any of
the proceeds of sales of such securities.
SELLING SHAREHOLDERS
An aggregate of 9,559,998 shares of the Company's Common Stock is being
offered pursuant to this Prospectus by the persons whose names appear below (the
"Selling Shareholders"). The following table sets forth the name of the
Selling Shareholders, the nature of any position, office or other material
relationship between the Selling Shareholders (and any of its directors,
officers, partners or affiliates) and the Company, the number of shares of
Common Stock beneficially owned by each of them prior to the offering to be made
by this Prospectus, the maximum number of shares to be offered hereby for the
account of each Selling Shareholder, and the number and percentage of the
outstanding shares of Common Stock to be beneficially owned by each Selling
Shareholder after completion of this offering, assuming all shares offered
hereby are in fact sold.
<TABLE>
<CAPTION>
Shares Shares % of Shares % of Shares
Owned Before Offered by Owned Owned
Name Offering Prospectus Before Offering After Offering/(1)/
- ---- -------------- ------------- --------------- -------------------
<S> <C> <C> <C> <C>
Irwin A. Bransky 471,579(2) 471,579 2.3% 0%
Avril F. Bransky 328,015(2) 328,015 1.6% 0%
Peter S. H. Grubstein 452,595(2) 452,595 2.2% 0%
Douglas R. Shooker 237,150(2) 237,150 1.1% 0%
The Learning Company 345,517(3) 345,517 1.7% 0%
Airborne Freight 35,564(3) 35,564 * 0%
Corporation
Salcott Holdings Limited 428,200(4) 428,200 2.0% 0%
305,000(9) 305,000 1.5%
Codell Holdings, Ltd. 300,000(4) 300,000 1.4% 0%
H.I.G. Securities 105,133(4) 105,133 .5% 0%
Investments, Ltd. 305,000(9) 305,000 1.5% 0%
Robert H. Beckett 900,656(5) 900,656 5.0% 0%
Robert S. Beckett 177,703(5) 177,703 * 0%
Alexander C. Kramer, Jr. 61,058(5) 61,058 * 0%
G. Wesley McKinney 263,388(5) 263,388 1.5% 0%
Computer 2000 532,000(6) 532,000 3.0% 0%
Manufacturers Indemnity 1,003,473(7)(9)(11) 925,273 4.79% *
and Insurance Company of
America
Harold L. Clark 200,000(7) 200,000 1.0% 0%
Stephen G. Holmes 50,000(7) 50,000 * 0%
Ronald E. Steiner 26,400(8) 26,400 * 0%
Norman Siegel 90,000(9) 90,000 * 0%
Rosecliff AQS Partners, L.P. 128,000(9) 128,000 * 0%
Lombard, Odier & Cie., 42,000(9) 42,000 * 0%
Geneva
Jochen Tschunke 250,000(9) 250,000 1.2% 0%
Otto Schuemann 130,000(9) 130,000 * 0%
Wendover Financial Company 696,000(9)(11) 596,000 3.32% *
L.P.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Shares Shares % of Shares % of Shares
Owned Before Offered by Owned Owned
Name Offering Prospectus Before Offering After Offering/(1)/
- ---- -------------- ------------- --------------- -------------------
<S> <C> <C> <C> <C>
Lee Capital 399,560(10) 399,560 1.9% 0%
Robert Byrne 33,295(10) 33,295 * 0%
David Morrocco 11,100(10) 11,100 * 0%
CT Capital Trust N.V. 65,289(10) 65,289 * 0%
M. Hussain Al Amoudi 65,289(10) 65,289 * 0%
Sarah Investments 27,204(10) 27,204 * 0%
M. H. Al Ohali 27,204(10) 27,204 * 0%
Tamanca Establishment 13,602(10) 13,602 * 0%
Balmadena Establishment 13,602(10) 13,602 * 0%
Capital Trust Ltd. 5,441(10) 5,441 * 0%
Gregory A. White 799,802(10) 799,802 3.8% 0%
Thomas F. Ross 266,601(10) 266,601 1.3% 0%
Dennis Fairchild 19,431(10) 19,431 * 0%
Steven Cart 23,698(10) 23,698 * 0%
Gerald Jolliff 11,849(10) 11,849 * 0%
John Faiman 11,849(10) 11,849 * 0%
Kenneth Davis 69,951(10) 69,951 * 0%
Asymetrix 83,000(12) 83,000 * 0%
</TABLE>
- ----------------
* Denotes less than 1%
(1) The percentages are based upon 20,907,099 shares of Common Stock issued
and outstanding on March 30, 1995.
(2) Irwin A. Bransky, Peter S. H. Grubstein, Avril Bransky and Douglas
Shooker acquired 1,130,000 shares of Common Stock on June 6, 1994 in
connection with the Company's acquisition of 51.9% of the outstanding
Common Stock of Kenfil Inc. Subsequently, additional shares were acquired
upon the forgiveness by Irwin A. Bransky and Peter S. H. Grubstein of
Kenfil's subordinated debt obligation to such individuals.
(3) The Learning Company and Airborne Freight Corporation acquired their
shares upon conversion of indebtedness owed them by Kenfil Inc. prior to
June 6, 1994.
(4) The Alana Group, Codell Holdings, Ltd. and H.I.G. Securities Investments,
Ltd. acquired their shares pursuant to Regulation S under the Securities
Act of 1933, as amended.
(5) Robert H. Beckett, Robert S. Beckett, Alexander C. Kramer, Jr. and G.
Wesley McKinney acquired their shares of Common Stock on September 22,
1994 in connection with the Company's acquisition of 50.1% of the
outstanding Common Stock of Robec, Inc.
(6) Computer 2000 acquired its shares in a private placement from the Company
on August 31, 1994.
(7) Manufacturers Indemnity and Insurance Company of America, Harold L. Clark
and Stephen G. Holmes acquired 250,000, 150,000 and 50,000 shares,
respectively, on October 14, 1994 pursuant to a resolution of the Board
of Directors, and in connection with the services to the Company from
Messrs. Marc L. Werner, Clark and Holmes, for which they paid $2.50 per
share. Manufacturers Indemnity and Insurance Company of America paid cash
for its shares, and Messrs. Clark and Holmes tendered cash equal to the
par value and one-year promissory notes for the balance.
(8) Ronald E. Steiner received his additional shares in consideration of
$63,360 advanced by him for the benefit of the Company.
(9) Reflects shares issued in connection with a private placement of
Convertible Promissory Notes on October 17, 1994, automatically converted
into shares of the Company's Common Stock upon the acquisition of NCD,
i.e. November 14, 1994 at $2.40 per share plus a four-year Warrant for
each share issued exercisable at $2.22 per share, of which Manufacturers
Indemnity and Insurance Company of America acquired 190,000 shares and
Wendover Financial Company acquired 100,000 shares.
(10) Reflects the shares issued in connection with the acquisition of NCD on
November 14, 1994.
(11) Manufacturers Indemnity and Insurance Company of America and Wendover
Financial Company L.P. have shares registered pursuant to other
registration statements on Form S-3 for public resale in the amounts of
535,273 shares and 496,000 shares, respectively, which amounts are also
included in the above table.
(12) Asymetrix acquired its shares upon conversion of indebtedness owed to it
by Kenfil Inc.
7
<PAGE>
PLAN OF DISTRIBUTION
The Selling Shareholders may sell the shares offered hereby pursuant to
trades effectuated through the New York Stock Exchange or pursuant to
individually negotiated sales and underwriting agreements. Brokerage
commissions equal to or in excess of normal commissions may be paid by the
Selling Shareholders, although the Company is not aware of any such
arrangements that have been entered into at this time. The Selling
Shareholders will be selling the shares offered hereby for their own
respective accounts; the Company will not receive any proceeds thereof. The
Company and the Selling Shareholder have agreed to indemnify each other for
certain Securities Act liabilities. The Selling Shareholders are not acting
in concert with each other or otherwise coordinating the sale of the shares.
MARKET INFORMATION AND RELATED MATTERS
The Company's Common Stock is currently traded on the New York Stock
Exchange and is quoted under the symbol "AQS". The following table sets
forth the high and low closing bid prices for the Common Stock, as reported by
the New York Stock Exchange. The price of the Company's Common Stock has
been subject to significant price fluctuations. There can be no assurance
that the price of the Company's Common Stock will stabilize at any time or at
a price equal to or above the offering price of the shares offered hereby.
<TABLE>
<CAPTION>
High Low
----- -----
<S> <C> <C>
Fiscal 1992
Quarter ended
September 30, 1991 3 7/8 2
December 31, 1991 5 1/8 2 7/8
March 31, 1992 3 3/4 2 3/8
June 30, 1992 3 1 1/2
Fiscal 1993
Quarter ended
September 30, 1992 2 1/4 1 1/4
December 31, 1992 3 3/4 1 1/2
March 31, 1993 3 3/8 2
June 30, 1993 3 5/8 2
Fiscal 1994 -
Quarter ended
September 30, 1993 3 1/4 2
December 31, 1993 5 3/4 2 1/2
March 31, 1994 5 7/8 4 1/8
June 30, 1994
Fiscal 1995 -
Quarter ended
September 30, 1994 4 1/4 3 1/8
December 31, 1994 3 3/4 2 7/8
March 31, 1995 3 1/8 2 1/2
</TABLE>
On May 24, 1995, the closing quotation of the Common Stock, as reported on
the New York Stock Exchange, was $2 5/8 per share. As of May 15, 1995,
there were 946 holders of record of the Common Stock.
DIVIDEND POLICY
The Company has never paid cash dividends on its Common Stock. The
Board of Directors currently intends to follow a policy of retaining all
earnings, if any, to finance the continued growth and development of the
Company's business and does not anticipate paying cash dividends in the
foreseeable future. Any future determination as to the payment of cash
dividends will be dependent upon the Company's financial condition and results
of operations and other factors deemed relevant by the Board of Directors.
Under Delaware law, the Board of Directors may declare and pay dividends only
out of the surplus of the Company or the net profits for the fiscal year in
which such dividend is declared or for the preceding year. As of December
30, 1994, the Company had an accumulated deficit, and is therefore prohibited
by Delaware law from declaring any dividends. Covenants in the Company's
existing working capital credit facility also restrict its ability to pay
dividends.
8
<PAGE>
EXPERTS
The financial statements and schedules of the Company incorporated by
reference in this Prospectus and elsewhere in the Registration Statement to
the extent and for the periods indicated in their reports, have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference from Kenfil Inc.'s Annual Report
on Form 10-K for the year ended June 30, 1993 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and has been so incorporated in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing.
The consolidated balance sheets of Robec as of December 31, 1993 and 1994
and the consolidated statements of operations, shareholders' equity, and cash
flows for each of the three years in the period ended December 31, 1994
have been incorporated herein in reliance on the report of Coopers & Lybrand
L.L.P., independent accountants, with respect thereto, given on the authority
of that firm as experts in accounting and auditing.
The financial statements and schedule of Ross White Enterprises, Inc.
(d/b/a National Computer Distributors) as of March 31, 1994 and 1993, and for
the two years then ended have been incorporated herein by reference and in the
Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants related to such periods incorporated
by reference, and upon the authority of said firm as experts in accounting and
auditing.
The statements of operations, shareholders' equity, and cash flows of NCD
for the three-months ended March 31, 1992, included in this
Prospectus/Registration Statement, have been incorporated herein in reliance
on the report of Hansen, Barnett & Maxwell, independent accountants, with
respect thereto, given on the authority of that firm as experts in accounting
and auditing.
The statements of operations, shareholders' equity, and cash flows for
the year in the period ended December 31, 1991 have been incorporated herein
in reliance on the report of Coopers & Lybrand, L.L.P., independent
accountants, with respect thereto, given on the authority of that firm as
experts in accounting and auditing.
LEGAL MATTERS
Raymond L. Ridge, Esq. has rendered an opinion to the Company (a copy
of which has been filed as an exhibit to the registration statement of which
this Prospectus is a part), to the effect that the shares of Common Stock
offered hereby have been legally issued and are fully paid and nonassessable.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Certificate of Incorporation provides the Company shall
indemnify its officers and directors to the fullest extent permitted by
Delaware law. Section 145 of the Delaware General Corporation Law authorizes
a corporation to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative (other
than a derivative suit in the name of the corporation) for any expenses,
judgments, fines, amount paid in settlement and other monetary damages
actually and reasonably incurred by reason of the fact that such person was an
officer, director, employee or agent of the corporation, if such person acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to a
criminal proceeding, had no reasonable cause to believe his or her conduct was
unlawful. Any indemnification by a Delaware corporation, unless ordered by a
court, may be made only after a majority of the disinterested board of
directors, independent legal counsel to the corporation or the corporation's
shareholders have determined that indemnification is proper under the
circumstances because the applicable standard of conduct was fulfilled.
Delaware law allows a corporation to limit or eliminate the personal liability
of directors to the corporation and its shareholders for monetary damages for
breach of a
9
<PAGE>
director's fiduciary duties as a director. However, such a limitation does
not affect the liability of a director for (i) any breach of the director's
duty of loyalty to the corporation, (ii) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of the law,
(iii) intentional or negligent payments of unlawful dividends or stock
redemptions or (iv) any transaction from which the director derived an
improper personal benefit. The Company's Certificate of Incorporation makes
provision for indemnification in terms sufficiently broad to permit
indemnification under certain circumstances for liabilities including
reimbursement for expenses incurred arising under the Securities Act of 1933,
as amended (the "Act").
10
<PAGE>
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The Company anticipates that the expenses incurred or to be incurred by
the Company in connection with the preparation and filing of this Registration
Statement and the transactions contemplated hereby will be approximately as
follows:
<TABLE>
<CAPTION>
Description Amount
- ----------- ------
<S> <C>
Printing and duplication costs $ 2,000
Registration and "blue sky" filing fees and expenses 12,500
Transfer agent and registrar costs 1,000
Legal fees and expenses 25,000
Accounting fees and expenses 12,500
Miscellaneous costs 7,000
-------
Total $60,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation requires that directors and
officers be indemnified to the maximum extent permitted by Delaware law.
The General Corporation Law of the State of Delaware (the "Delaware GCL")
provides in general that a director or officer of a corporation (i) shall be
indemnified by the corporation for all expenses of litigation or other legal
proceedings when he is successful on the merits, (ii) may be indemnified by
the corporation for the expenses, judgement, fines and amounts paid in
settlement of such litigation (other than a derivative suit) even if he is not
successful on the merits if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation (and, in the case of a criminal proceeding, had no reasonable
cause to believe his conduct was unlawful), and (iii) may be indemnified by
the corporation for expenses of a derivative suit (a suit by a stockholder
alleging a breach by a director or officer of a duty owed to the corporation),
even if he is not successful on the merits, 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, provided that no such indemnification may be made in
accordance with this clause (iii) if the director or officer is adjudged
liable to the corporation, unless a court determines that, despite such
adjudication but in view of all of the circumstances, he is entitled to
indemnification of such expenses. The indemnification described in clauses
(ii) and (iii) above shall be made only upon order by a court or a
determination by (a) a majority of a quorum of disinterested directors, (b)
under certain circumstances, independent legal counsel or (c) the
stockholders, that indemnification is proper because the applicable standard
of conduct is met. Expenses incurred by a director or officer in defending
an action may be advanced by the corporation prior to the final disposition of
such action upon receipt of an undertaking by such director or officer to
repay such expenses if it is ultimately
11
<PAGE>
determined that he is not entitled to be indemnified in connection with the
proceeding to which the expenses related.
The Company's Certificate of Incorporation includes a provision
eliminating, to the fullest extent permitted by Delaware law, director
liability for monetary damages for breached of fiduciary duty. The Company
may seek directors and officers liability insurance against the cost of
defense, settlement or payment of a judgment under certain circumstances.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT LOCATION OR
NO. TITLE OF DOCUMENT PAGE NO. FILING
- -------- ------------------ --------- -------------------
<S> <C> <C> <C>
2.01* Amended and Restated Agreement and Plan of 7 SEC File 0-18115
Reorganization dated as of August 11, 1994 by, Current Report on
between and among AmeriQuest, Robec and Form 8-K dated
certain principal shareholders of Robec September 22, 1994
2.02* Agreement and Plan of Reorganization dated 50 SEC File 1-10397
September 26, 1994 by, between and among Annual Report on
AmeriQuest, Ross White Enterprises, Inc. Form 10-K for
d/b/a "National Computer Distributors" June 30, 1994
("NCD") and the shareholders of NCD
5.01 Opinion of Raymond L. Ridge, Esq. 16 Original Filing
13.01 AmeriQuest's Annual Report on 25 Amendment No. 3
Form 10-K/A (Amendment No. 7) for the
fiscal year ended June 30, 1994.
13.02 AmeriQuest's Quarterly Report on Form 77 Amendment No. 3
10-Q (Amendment No. 1) for the nine-months
ended March 31, 1995.
23.01 Consent of Raymond L. Ridge, Esq., 17 Amendment No. 3
Counsel to Registrant
23.02 Consent of Arthur Andersen LLP 18 Amendment No. 3
Auditors for the Registrant
23.03 Consent of Deloitte & Touche LLP 19 Amendment No. 3
Auditors for Kenfil Inc.
23.04 Consent of Coopers & Lybrand L.L.P. 20 Amendment No. 3
Auditors for Robec, Inc.
23.05 Consent of KPMG Peat Marwick LLP 21 Amendment No. 3
Auditors for Ross White Enterprises, Inc.
d/b/a National Computer Distributors
23.06 Consent of Hansen, Barnett & Maxwell 22 Amendment No. 3
Auditors for Ross White Enterprises, Inc.
d/b/a National Computer Distributors
23.07 Consent of Coopers & Lybrand L.L.P. 23 Amendment No. 3
Auditors for Ross White Enterprises, Inc.
d/b/a National Computer Distributors
24.01 Powers of Attorney for Messrs. 66 Original Filing
Marc L. Werner, Terren S. Peizer
William T. Walker, Jr. and
William N. Silvis
</TABLE>
- ----------------
* Incorporated herein by reference to the indicated filing pursuant to Rule
411(c) under the Securities Act of 1933, as amended, and Rule 24 of the
Commission's Rules of Practice.
12
<PAGE>
ITEM 17. UNDERTAKINGS
(a) 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 of 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 (a)(1)(i) and( a)(1)(ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8 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 Section 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.
(b) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities 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.
(c) 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 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 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
13
<PAGE>
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Ana, State of
California, on the 6th day of June, 1995.
AMERIQUEST TECHNOLOGIES, INC.
By: /s/ Harold L. Clark
--------------------------------
Harold L. Clark, President
(This Space Intentionally Left Blank)
14
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Harold L. Clark Co-Chairman of the Board, Chief June 6, 1995
- -------------------------- Executive Officer and Director
Harold L. Clark (Principal Executive Officer)
/s/ Gregory A. White President, Chief Operating June 6, 1995
- -------------------------- Officer and Director
Gregory A. White (Principal Executive Officer)
/s/ Stephen G. Holmes Secretary, Treasurer, Chief June 6, 1995
- -------------------------- Financial Officer and Director
Stephen G. Holmes (Principal Financial and
Accounting Officer)
/s/ Marc L. Werner Chairman of the Board June 6, 1995
- --------------------------
Marc L. Werner**
Director June , 1995
- --------------------------
Eric J. Werner**
/s/ Terren S. Peizer Director June 6, 1995
- --------------------------
Terren S. Peizer**
/s/ William T. Walker, Jr. Director June 6, 1995
- --------------------------
William T. Walker, Jr.**
/s/ William N. Silvis Director June 6, 1995
- --------------------------
William N. Silvis**
</TABLE>
15
<PAGE>
Director June __, 1995
- ---------------------------
Robert H. Beckett**
/s/ Harold L. Clark /s/ Stephen G. Holmes
- --------------------------- -----------------------
Harold L. Clark,* Stephen G. Holmes,**
Attorney-in-Fact Attorney-in-Fact
16
<PAGE>
REGISTRATION STATEMENT ON FORM S-3
Registration No. 33-85752
AMERIQUEST TECHNOLOGIES, INC.
EXHIBIT INDEX
The following is a list of Exhibits filed as part of the Registration
Statement:
<TABLE>
<CAPTION>
EXHIBIT LOCATION OR
NO. TITLE OF DOCUMENT PAGE NO. FILING
- -------- ------------------ --------- -------------------
<S> <C> <C> <C>
2.01* Amended and Restated Agreement and Plan of 7 SEC File 0-18115
Reorganization dated as of August 11, 1994 by, Current Report on
between and among AmeriQuest, Robec and Form 8-K dated
certain principal shareholders of Robec September 22, 1994
2.02* Agreement and Plan of Reorganization dated 50 SEC File 1-10397
September 26, 1994 by, between and among Annual Report on
AmeriQuest, Ross White Enterprises, Inc. Form 10-K for
d/b/a "National Computer Distributors" June 30, 1994
("NCD") and the shareholders of NCD
5.01 Opinion of Raymond L. Ridge, Esq. 16 Original Filing
13.01 AmeriQuest's Annual Report on 25 Amendment No.3
Form 10-K/A (Amendment No. 7) for the
fiscal year ended June 30, 1994.
13.02 AmeriQuest's Quarterly Report on Form 77 Amendment No.3
10-Q (Amendment No. 1) for the nine-months
ended March 31, 1995.
23.01 Consent of Raymond L. Ridge, Esq., 17 Amendment No.3
Counsel to Registrant
23.02 Consent of Arthur Andersen LLP 18 Amendment No.3
Auditors for the Registrant
23.03 Consent of Deloitte & Touche LLP 19 Amendment No.3
Auditors for Kenfil Inc.
23.04 Consent of Coopers & Lybrand L.L.P. 20 Amendment No.3
Auditors for Robec, Inc.
23.05 Consent of KPMG Peat Marwick LLP 21 Amendment No.3
Auditors for Ross White Enterprises, Inc.
d/b/a National Computer Distributors
23.06 Consent of Hansen, Barnett & Maxwell 22 Amendment No.3
Auditors for Ross White Enterprises, Inc.
d/b/a National Computer Distributors
23.07 Consent of Coopers & Lybrand L.L.P. 23 Amendment No.3
Auditors for Ross White Enterprises, Inc.
d/b/a National Computer Distributors
24.01 Powers of Attorney for Messrs. 66 Original Filing
Marc L. Werner, Terren S. Peizer
William T. Walker, Jr. and
William N. Silvis
</TABLE>
- ----------------
* Incorporated herein by reference to the indicated filing pursuant to Rule
411(c) under the Securities Act of 1933, as amended, and Rule 24 of the
Commission's Rules of Practice.
17
