As filed with the Securities and Exchange Commission on July 12,
1995
Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________
INTRENET, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-
1597565
(State or other jurisdiction of
(IRS Employer
incorporation or organization)
Identification No.)
400 TECHNECENTER DRIVE, SUITE 200
MILFORD, OHIO 45150
(513) 576-6666
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive office)
JONATHAN G. USHER
VICE PRESIDENT-FINANCE AND
CHIEF FINANCIAL OFFICER
400 TECHNECENTER DRIVE, SUITE 200
MILFORD, OHIO 45150
(513) 576-6666
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
COPY TO:
DAVID C. WORRELL
BAKER & DANIELS
300 NORTH MERIDIAN, SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
----------
Approximate date of commencement of proposed sale to public:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THE 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. <square>
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
1993, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. <checked-box>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each class of Amount to be registered Proposed maximum offering Proposed maximum Amount of registration
securities to be price per unit{ 1} aggregate offering price fee
registered {1}
<S> <C> <C> <C> <C>
Common Stock, without par 264,212 shares $3.4375 $908,229 $314
value
</TABLE>
{1 }Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), on the basis of the average of the closing bid and
asked prices per share of the Common Stock of the Registrant on July 7,
1995.
----------
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K
ITEM NUMBER AND HEADING LOCATION OR CAPTION IN PROSPECTUS
<TABLE>
<CAPTION>
1. Forepart of the Registration Statement Outside Front Cover Page
and Outside Front Cover Page of Prospectus
<S> <C> <C>
2. Inside Front and Outside Back Cover Pages Inside Front and Outside Back Cover Pages
of Prospectus
3. Summary Information, Risk Factors and Ratio Investment Considerations
of Earnings to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Outside Front Cover Page
6. Dilution *
7. Selling Security Holders Selling Shareholders
8. Plan of Distribution Outside Front Cover Page; Plan of Distribution
9. Description of Securities to be Registered Outside Front Cover Page
10. Interests of Named Experts and Counsel *
11. Material Changes Recent Developments
12. Incorporation of Certain Information by Incorporation of Certain Documents By Reference
Reference
</TABLE>
_________________________
* Omitted because item is not applicable.
<PAGE>
SUBJECT TO COMPLETION, DATED July 12, 1995
PROSPECTUS
264,212 SHARES
INTRENET, INC.
COMMON STOCK
____________
Intrenet, Inc. (the "Company") is registering for possible future resale,
from time to time, by the holder thereof (the "Selling Shareholder")
264,212 presently outstanding shares (the "Shares") of the Company's common
stock, without par value (the "Common Stock"). See "Selling Shareholder".
The Company will not receive any proceeds from the sale of the Shares by
the Selling Shareholder.
The Common Stock currently trades in the Nasdaq Small Cap Market under
the symbol INET. The last reported sale price for the Common Stock on
August __, 1995, was $_______ per share.
The Selling Shareholder directly, through agents who may be designated
from time to time, or through dealers or underwriters also to be
designated, may sell the Shares from time to time on terms to be determined
at the time of sale. To the extent required, the Shares to be sold, the
public offering price, name of any such agent, dealer or underwriter, and
any applicable commission or discount with respect to a particular offer
will be set forth in an accompanying Prospectus Supplement. The expenses
of registering the Shares are being paid by the Company. See "Plan of
Distribution" for a more complete discussion of the method of distribution
of the Shares by the Selling Shareholder.
See "Risk Factors" for a discussion of certain considerations relevant to
an investment in the Common Stock.
______________
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.
_______________
The date of this Prospectus is __________ __, 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 "Commission"). Such reports, proxy
statements, and other information filed by the Company can be inspected and
copied, at the prescribed rates, at the public reference facilities of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's regional offices at 7 World Trade Center, Suite 1300, New
York, New York 10048, and Northwestern Atrium Center, 500 W. Madison Street,
Chicago, Illinois 60661.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(the "Registration Statement") filed by the Company with the Commission under
the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
omits certain of the information contained in the Registration Statement and
the exhibits and schedules thereto, in accordance with the rules and
regulations of the Commission. For further information concerning the Company
and the Common Stock offered hereby, reference is hereby made to the
Registration Statement and the exhibits and schedules filed therewith, which
may be inspected without charge at the office of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 and copies of which may be obtained from
the Commission at prescribed rates. Any statements contained herein concerning
the provisions of any document are not necessarily complete, and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed with the Commission are hereby
incorporated by reference in this Prospectus.
1. The Company's Registration Statement on Form 8-A declared effective on
May 16, 1991, which contains a description of the Common Stock, including any
amendment or report filed for the purpose of updating such description;
2. The Company's Annual Report on Form 10-K, as amended, for the year ended
December 31, 1994; and
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14, or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Common Stock offered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereby from the respective dates of filing such documents. Any statement or
information contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed modified or superseded for the purposes of
this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to any person to whom a Prospectus
is delivered, on written or oral request of such person, a copy of any or all
of the documents incorporated herein by reference (other than exhibits and
schedules to such documents). Requests should be directed to: Jonathan G.
Usher, at 400 TechneCenter Drive, Suite 200, Milford, Ohio 45150; (513) 576-
6666.
<PAGE>
THE COMPANY
The Company was formed in 1983 under the laws of the State of Indiana, and
acts as a holding company for its truckload carrier subsidiaries. The Company
owns, directly or indirectly, 100% of five licensed truckload carrier
subsidiaries (the "Operating Subsidiaries"), which provide general and
specialized carrier services on a regional basis throughout the 48 continental
states and Canada. The Operating Subsidiaries are Roadrunner Trucking, Inc.
("RRT"); Eck Miller Transportation Corporation ("EMT"); Advanced Distribution
System, Inc. ("ADS"); Roadrunner Distribution Services, Inc. ("RDS"); and C. I.
Whitten Transfer Company ("CIW"). In addition, the Company owns an
intercompany employee leasing subsidiary, and an inactive Bermuda captive-
insurance subsidiary.
The Company's Operating Subsidiaries presently operate more than 2,000
tractors, including tractors provided by owner-operators. Some of the
Company's Operating Subsidiaries rely upon networks of commissioned agents and
independent contractors who own and operate tractors and trailers. Other
Operating Subsidiaries primarily use Company-operated equipment. During 1994,
the Company's fleet traveled over 155 million miles delivering approximately
223,000 loads for Company customers. The Company also brokered over 10,000
loads.
The Company's executive offices are located at 400 TechneCenter Drive, Suite
200, Milford, Ohio 45150 and its telephone number is (513) 576-6666.
As of December 31, 1994, the Company had approximately 1,760 employees. At
the same time, the Operating Subsidiaries had approximately 1,270 drivers,
either as employees or independent contractors.
RECENT DEVELOPMENTS
As previously reported, the Company reported net earnings of $263,000
($0.03 per share) for the first three months of 1995 compared to net earnings
of $1,032,000 ($0.10 per share) for the same period in 1994. As further
discussed below, earnings were negatively impacted by a $1.2 million pre-tax
loss at the Company's munitions specialty carrier, CIW.
The Company's three flatbed carriers, RRT, EMT and ADS, continued to grow in
1995. Revenue at these three companies was up $6.6 million or 16 percent over
the comparable 1994 period. Revenues at RDS, the Company's sole dry van
carrier, remained largely unchanged in the 1995 versus 1994 periods. Excluding
the loss at CIW, pre-tax earnings were up by $255,000 or 19 percent in 1995
over 1994. Further, the Company's 1995 operating ratio would have been 95.5%
for the four carriers excluding CIW, as compared to 97.7% for all carriers
combined.
The 1995 loss at CIW is primarily attributable to lower revenues resulting
largely from a reduction in hauling capacity. In addition, freight rates on
military traffic were down from 1994 levels due to lower demand and increased
competition. CIW experienced much higher turnover of owner operators providing
tractors beginning late in 1994 and continuing into the first quarter of 1995.
The Company has taken a number of steps to address the losses, including making
changes in CIW management, increasing efforts to recruit drivers and owner
operators, and instituting cost saving measures. These actions appear to be
having a positive effect, however, additional losses at CIW will be reported
for the second quarter of 1995.
RISK FACTORS
HIGHLY LEVERAGED POSITION
The Company is highly leveraged. Although the Company's debt has been
reduced recently, the Company continues to have substantial indebtedness. As
of March 31, 1995, the Company had total consolidated debt of $23.8 million,
which included $8.4 million outstanding under the Company's bank credit
facility. Total consolidated debt, as a percentage of total capitalization as
of March 31, 1995, was 51%.
The Company's substantial leverage may limit its ability to respond to
changing business and economic conditions. The terms of the agreements
relating to the bank credit facility impose certain operating and financial
restrictions on the Company. Indebtedness outstanding under the bank credit
facility is secured by substantially all of the Company's assets. There can be
no assurance that the Company's leverage will not adversely affect the
Company's ability to finance its future operations or capital needs.
NO PROCEEDS TO THE COMPANY
The Company will not receive any proceeds or additional capital from the
sale of the Shares by the Selling Shareholders.
EFFECT ON MARKET PRICE
No prediction can be made as to the effect, if any, that sales of the
Shares, or the availability of other shares of Common Stock for future sales,
will have on the market price of the Common Stock prevailing from time to time.
Sales of substantial amounts of Common Stock, or the perception that such sales
could occur, could depress market prices. As of March 31, 1995, approximately
78% of the Common Stock was owned by 18 beneficial owners or groups of
beneficial owners, most of whom have rights requiring the Company to register
such shares for resale in the public market.
RESTRICTIONS IN PAYMENTS OF DIVIDENDS
The Company has never paid cash dividends on the Common Stock. The
agreements relating to the Company's bank credit facility restrict the
Company's ability to pay cash dividends. The Company does not anticipate
paying cash dividends on the Common Stock in the foreseeable future.
COMPETITION
The trucking industry is intensely competitive and fragmented. The industry
is characterized by low barriers to entry, a large number of carriers and the
commodity nature of the services provided by many carriers. The Company
competes with other irregular long-haul, full truckload carriers and, to a
lesser extent, with medium-haul carriers, less-than-truckload carriers,
railroads and proprietary transportation systems. The Company believes that
there are a large number of other long-haul, full truckload, carriers with whom
it competes, many of which have greater financial resources, operate more
revenue equipment, and carry a larger volume of freight than the Company.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the Shares
offered hereby.
SELLING SHAREHOLDER
The following table provides certain information with respect to the Common
Stock held by the Selling Shareholder. The Shares may be offered from time to
time by the Selling Shareholder. All of the Shares are being registered
hereunder.
Number of Shares
Number of Owned After Sale of
Name of Selling Shares All Shares Registered
SHAREHOLDER OWNED HEREUNDER
Compton Management Corporation 264,212 0
PLAN OF DISTRIBUTION
The Selling Shareholder may sell all or a portion of the Shares from time to
time directly to market makers, if any, acting as principals and/or to broker-
dealers acting as agents for themselves or their customers or in privately
negotiated transactions. Brokers acting as agents for the Selling Shareholder
will receive usual and customary commissions for brokerage transactions, and
market makers and block purchasers purchasing the Shares will do so for their
own account and at their own risk. It is possible that the Selling Shareholder
will attempt to sell Shares in block transactions to market makers or other
purchasers at a price per share which may be below the then market price.
There can be no assurance that all or any of the Shares offered hereby will be
sold. Since the Selling Shareholder may sell the Shares without the benefit of
an underwriter, the Company has advised it that it, any broker or others who
may be deemed statutory underwriters, must comply with the prospectus delivery
requirements of the Securities Act, and with certain provisions under the
Exchange Act. The provisions of the Exchange Act are designed to prevent
sellers of securities from artificially bidding up, stabilizing or pegging the
market prices for the securities which they are selling. Broker-dealers,
market makers, block purchasers and specialists purchasing Shares pursuant to
this Prospectus are cautioned that Rule 10b-6 promulgated under the Exchange
Act may be applicable if they engage in any special selling efforts to dispose
of Shares to which this Prospectus relates.
To the extent that any person purchases a large block of the Shares being
offered with a view to redistribution of such Shares, such person may be a
statutory underwriter and any profit realized on the resale of the Shares may
be deemed underwriting compensation. Purchasers acquiring large blocks should
consider whether they may be statutory underwriters, as well as the necessity
for delivery of the prospectus in connection with any resale.
The Selling Shareholder, alternatively, may sell all or any part of the
Shares offered hereby through an underwriter. The Selling Shareholder has not
entered into any agreement with a prospective underwriter and there is no
assurance that any such agreement will be entered into. In the event that the
Selling Shareholder enters into such agreement or agreements, relevant details
will be set forth in a Prospectus Supplement.
In accordance with applicable rules and regulations promulgated under the
Exchange Act, any person engaged in a distribution of any of the Common Stock
may not simultaneously engage in market-making activities with respect to any
of the Common Stock for a period of nine business days prior to the
commencement of such distribution. In addition and without limiting the
foregoing, the Selling Shareholder will be subject to applicable provisions of
the Exchange Act and the rules and regulations promulgated thereunder,
including without limitation, Rules 10b-2, 10b-6 and 10b-7, which provisions
may limit the timing of purchases and sales of shares of the Common stock by
the Selling Shareholder. All of the foregoing may affect the marketability of
the Common Stock.
The Company will pay all of the expenses incident to the registration of the
Shares. The Selling Shareholder and any underwriter it may utilize will be
indemnified by the Company against certain civil liabilities, including
liabilities under the Securities Act, upon the terms described in a Stock
Option Agreement dated January 15, 1991 between the Company and Compton
Management Corporation. The Company has agreed to file the Registration
Statement of which this Prospectus is a part relating to the Shares with the
Commission and to use its best efforts to have such Registration Statement
declared and kept continuously effective for a period of up to ninety (90 days)
from the date on which the Registration Statement is declared effective.
LEGAL MATTERS
The validity of the Shares of Common Stock offered pursuant to this
Prospectus will be passed upon for the Company by Baker & Daniels,
Indianapolis, Indiana.
EXPERTS
The consolidated financial statements and schedules incorporated by
reference in this Prospectus have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said reports.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses (not including underwriting commission and fees) of issuance
and distribution of the securities are estimated to be:
Securities and Exchange Commission
Registration Fee $ 314
Accounting Fees and Expenses $ *(1)
Attorneys' Fees and Expenses $ *(1)
Blue Sky Fees and Expenses $ *(1)
Miscellaneous Expenses $ *(1)
Total $ *(1)
_____________
*To be filed by amendment
(1) Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Indiana Business Corporation Law provides in regard to indemnification
of directors and officers as follows:
23-1-38-8.[BASIS.] (a) A corporation may indemnify an individual made a
party to a proceeding because the individual is or was a director against
liability incurred in the proceeding if:
(1)the individual's conduct was in good faith; and
(2)the individual reasonably believed;
(A)in the case of conduct in the individual's official capacity with
the corporation, that the individual's conduct was in its best interests;
and
(B)in all other cases, that the individual's conduct was at least not
opposed to its best interests; and
(3)in the case of any criminal proceeding, the individual either:
(A)had reasonable cause to believe the individual's conduct was
lawful; or
(B)had no reasonable cause to believe the individual's conduct was
unlawful.
(b)A director's conduct with respect to an employee benefit plan for a
purpose the director reasonably believed to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subsection (a)(2)(B).
(c)The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.
23-1-37-9. [AUTHORIZED.] Unless limited by its articles of incorporation, a
corporation shall indemnify a director who was wholly successful, on the merits
or otherwise, in the defense of any proceeding to which the director was a
party because the director is or was a director of the corporation against
reasonable expenses incurred by the director in connection with the proceeding.
23-1-37-13. [OFFICERS, EMPLOYEES OR AGENTS.] Unless a corporation's
articles of incorporation provide otherwise:
(1)An officer of the corporation, whether or not a director, is
entitled to mandatory indemnification under section 9 of this chapter,
and is entitled to apply for court-ordered indemnification under section
11 of this chapter, in each case to the same extent as a director;
(2)The corporation may indemnify and advance expenses under this
chapter to an officer, employee, or agent of the corporation, whether or
not a director, to the same extent as to a director; and
(3)A corporation may also indemnify and advance expenses to an
officer, employee, or agent whether or not a director, to the extent,
consistent with public policy, that may be provided by its articles of
incorporation, bylaws, general or specific action of its board of
directors, or contract.
23-1-37-15. [REMEDY NOT EXCLUSIVE OF OTHER RIGHTS.] (a) The indemnification
and advance for expenses provided for or authorized by this chapter does not
exclude any other rights to indemnification and advance for expenses that a
person may have under:
(1)A corporation's articles of incorporation or bylaws;
(2)A resolution of the board of directors or of the shareholders; or
(3)Any other authorization, whenever adopted, after notice, by a
majority vote of all the voting shares then issued and outstanding.
(b)If the articles of incorporation, by-laws, resolutions of the board of
directors or of the shareholders, or other duly adopted authorization of
indemnification or advance for expenses limit indemnification or advance for
expenses, indemnification and advance for expenses are valid only to the
extent consistent with the articles, by-laws, resolutions of the board of
directors or of the shareholders, or other duly adopted authorization of
indemnification or advance for expenses.
(c)This chapter does not limit a corporation's power to pay or reimburse
expenses incurred by a director, officer, employee, or agent in connection
with the person's appearance as a witness in a proceeding at a time when the
person has not been made a named defendant or respondent to the proceeding.
Reference is made to the Registrant's Restated Articles of Incorporation,
which, under certain circumstances, require indemnification by the Registrant
of its officers, directors, employees and agents. In general, the Registrant's
Restated Articles of Incorporation permit indemnification if: the indemnified
person acted in good faith and in a manner which he reasonably believed to be
in the best interest of the Registrant; and in criminal actions, the
indemnified person had no reasonable cause to believe his conduct to be
unlawful. Any such person would be entitled to indemnification as a matter of
right if he has been wholly successful, on the merits, with respect to any such
actions; if not, his indemnification would be dependent on a determination by
(i) the Board of Directors, based upon a written finding of legal counsel or
another independent referee or (ii) a court of competent jurisdiction, that the
required standards of conduct have been met. A judgment, settlement,
conviction or a plea of nolo contendere would not of itself preclude
indemnification. Indemnification could include reasonable expenses of the
indemnified person, judgments, fines and settlement payments. The Restated
Articles of Incorporation authorize the Registrant to advance funds for
expenses to an indemnified person, but only upon receipt of an undertaking that
he will repay the same if it is ultimately determined that he is not entitled
to indemnification. The rights of indemnification provided by the Restated
Articles of Incorporation would not be exclusive of any other rights to which
any indemnified person may otherwise be entitled, and such rights would extend
to the heirs and legal representatives of such person.
In addition, the Company has obtained a directors' and officers' liability
and company reimbursement policy in the amount of $5,000,000, which insures
against certain liabilities, including liabilities under the Securities Act,
subject to applicable retention.
ITEM 16. EXHIBITS
5 Opinion of Baker & Daniels
23 (a) Consent of Arthur Andersen LLP
23 (b) Consent of Baker & Daniels is contained in its opinion filed as
Exhibit 5
24 The Power of Attorney is contained on the signature page of this
Registration Statement
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 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 (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 purposes 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 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 the 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
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.
(d)The undersigned registrant hereby undertakes that:
(1)For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as a
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this registration statement as of the time it was declared
effective.
(2)For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
<PAGE>
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 Milford, State of Ohio, on July 12, 1995.
INTRENET, INC.
By /S/ JACKSON A. BAKER
Jackson A. Baker, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Jackson A. Baker and Jonathan G. Usher or
either of them their true and lawful attorneys-in-fact, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments, including any post-
effective amendments, to this Registration Statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact or his substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
/S/ JACKSON A. BAKER President, Chief Executive Officer July 12, 1995
Jackson A. Baker and Director (Principal Executive Officer)
/S/ JONATHAN G. USHER Vice President-Finance, Chief FinancialJuly 12,
1995
Jonathan G. Usher Officer, Treasurer and Secretary
(Principal Financial and Accounting
Officer)
/S/ EDWIN H. MORGENS Chairman of the Board and Director July 12, 1995
Edwin H. Morgens
/S/ JOSEPH A. ADES Director July 12, 1995
Joseph A. Ades
/S/ ERIC C. JACKSON Director July 12, 1995
Eric C. Jackson
/S/ FERNANDO MONTERO Director July 12, 1995
Fernando Montero
/S/ THOMAS J. NOONAN, JR. Director July 12, 1995
Thomas J. Noonan, Jr.
/S/ A. TORREY READE Director July 12, 1995
A. Torrey Reade
/S/ JAMES L. SHELNUTT Director July 12, 1995
James L. Shelnutt
/S/ JEFFREY B. STONE Director July 12, 1995
Jeffrey B. Stone
July 13, 1995
Intrenet, Inc.
400 TechneCenter Drive, Suite 200
Milford, Ohio 45150
Ladies and Gentlemen:
We have acted as counsel to Intrenet, Inc., an Indiana corporation (the
"Company"), in connection with registration under the Securities Act of 1933,
as amended (the "Act"), of 264,212 presently outstanding shares (the "Shares")
of the Company's common stock, without par value. In connection with this
opinion letter, we have examined the Company's Registration Statement on Form
S-3 relating to the Shares (the "Registration Statement"), and originals or
copies, identified to our satisfaction, of such documents, corporate records,
instruments and other relevant materials as we deemed advisable, and we have
made such examination of statutes and decisions and reviewed such questions of
law as we have considered necessary or appropriate.
In making our examination of documents, we have assumed the genuineness
of all signatures; the legal capacity of all natural persons; the authenticity
of all documents submitted to us as originals; the conformity to original
documents of all documents submitted to us as copies; and the authenticity of
the originals of such copies. As to facts material to this opinion, we have
relied upon certificates, statements or representations of public officials, of
officers and representatives of the Company and of others, without any
independent verification thereof.
The laws covered by the opinions expressed herein are limited to the
federal laws of the United States and the laws of the State of Indiana.
Based upon and subject to the foregoing, we are of the opinion that:
1. The Company is existing as a corporation under the laws of the
State of Indiana.
2. The Shares are validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Legal
Matters" in the prospectus contained therein. In giving such consent, we do not
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules or
regulations of the Securities and Exchange Commission thereunder.
Yours very truly,
/S/ BAKER & DANIELS
EXHIBIT 5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 20, 1995
included in Intrenet, Inc.'s Form 10-K for the year ended December 31, 1994,
and to all other references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
/S/ ARTHUR ANDERSEN LLP
July 12, 1995
Indianapolis, Indiana
EXHIBIT 23 (a)
