<PAGE>
As filed with the Securities and Exchange Commission on November 6, 1995.
Registration No. 33-62891
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933
AMERICAN EDUCATIONAL PRODUCTS, INC.
-----------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED ON ITS CHARTER)
Colorado 84-1012129
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(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
3101 Iris Avenue, Suite 215
Boulder, Colorado 80301
(303) 443-0020
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(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
Paul D. Whittle
American Educational Products, Inc.
3101 Iris Avenue, Suite 215
Boulder, Colorado 80301
(303) 443-0020
-----------------------------------------------------------
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER OF
AGENT FOR SERVICE OF PROCESS)
Copies to:
Clifford L. Neuman, Esq.
Neuman & Cobb
1507 Pine Street
Boulder, Colorado 80302
(303) 447-2212
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable 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. / /
---
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. / X /
-----
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
----
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
---
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
---
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Title of Each Class Proposed Maximum Proposed Maximum
of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share(1) Offering Price(1) Registration Fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.01 par value 250,000(2) $2.00(3) $500,000 $172.42
- -------------------------------------------------------------------------------------------------
Total: $500,000 $172.42
- -------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(2) Reflects 250,000 shares of Common Stock issuable upon exercise of
outstanding Common Stock Purchase Warrants (the "Warrants").
(3) Based upon the $2.00 per share exercise price of the Warrants.
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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<PAGE>
AMERICAN EDUCATIONAL PRODUCTS, INC.
<TABLE>
<CAPTION>
Item No. and Heading
In Form S-3 Location
Registration Statement In Prospectus
---------------------- --------------
<S> <C> <C>
1. Forepart of the Registration Statement and Forepart of Registration Statement outside
and outside front cover of Prospectus front cover page of Prospectus
2. Inside front and outside back cover pages Inside front and outside back cover pages of
of Prospectus Prospectus
3. Summary Information, Risk Factors and Risk Factors
Ratio of Earnings to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Determination of Offering Price
6. Dilution Dilution
7. Plan of Distribution Plan of Distribution
8. Description of Securities to be Description of Securities
Registered
9. Interest of Named Experts and Counsel Legal Matters
10. Material Changes Recent Developments
11. Incorporation of Certain Information by Incorporation of Certain Information by Reference
Reference
12. Disclosure of Commission Position on Indemnification
Indemnification for Securities Act
Liabilities
</TABLE>
___________________
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<PAGE>
PROSPECTUS
AMERICAN EDUCATIONAL PRODUCTS, INC.
___________________
250,000 Shares
$.01 par value Common Stock
This Prospectus relates to the offer and sale by American Educational
Products, Inc., a Colorado corporation (the "Company"), of 250,000 shares of
its $.01 par value common stock (the "Common Stock") which are issuable by
the Company pursuant to the exercise of Common Stock Purchase Warrants (the
"Warrants") held by two (2) investors (the "Warrantholders"). The
Warrantholders have agreed to exercise all outstanding Warrants to purchase
an aggregate of 250,000 shares of Common Stock at an exercise price of $2.00
per share (the "Exercise Price"), within ten (10) days following the
effective date of the Registration Statement ("Registration Statement") of
which this Prospectus is a part, registering for sale under the Securities
Act of 1933, as amended ("Securities Act") the shares of Common Stock
issuable upon exercise of the Warrants ("Warrant Stock"). Upon exercise of
the Warrants, the Warrantholders may offer all 250,000 shares of the
Company's Common Stock in transactions in the over-the-counter market at
prices obtainable at the time of sale, or in privately negotiated
transactions at prices determined by negotiation. The Warrantholders may
effect such transactions by selling the shares to or through securities
broker-dealers, and such broker-dealers may receive compensation in the form
of discounts, concessions, or commissions from the Warrantholders, and/or the
purchasers of the shares for whom such broker-dealers may act as agent or to
whom they sell as principal, or both (which compensation as to a particular
broker-dealer may be in excess of customary commissions). (See "PLAN OF
DISTRIBUTION.") The Warrantholders and the brokers and dealers through whom
sales of the shares are made may be deemed to be "underwriters" within the
meaning of the Securities Act, and any profits realized by them on the sale
of the shares may be considered to be underwriting compensation.
Assuming the Warrantholders exercise all Warrants to purchase 250,000
shares, the Company will receive gross proceeds of $500,000. The Company
will not receive any of the proceeds from the resale of the shares by the
Warrantholders. Pursuant to an agreement between the Company and the
Warrantholders, the Company has agreed to pay all of the expenses incurred in
connection with the registration of the shares, which are estimated to be
$12,000.
The Company's Common Stock is traded on the NASDAQ National Market
System under the symbol AMEP. On September 19, 1995, the closing price was
$2.00 per share as reported by NASDAQ NMS.
___________________
FOR DISCUSSION OF CERTAIN MATTERS THAT SHOULD BE CONSIDERED IN
EVALUATING AN INVESTMENT IN THE COMPANY, SEE "RISK FACTORS" COMMENCING AT
PAGE 6 HEREOF.
___________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSIONS, NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------
Price to Underwriting Proceeds to
Warrantholders(1) Discount(2) Company(3)
- --------------------------------------------------------------------
<S> <C> <C> <C>
Per Share: $2.00 * $2.00
Total $500,000 * $500,000
- --------------------------------------------------------------------
</TABLE>
The Date of This Prospectus is , 1995.
(1) Reflects the exercise by the Warrantholders of all outstanding Warrants
to purchase an aggregate of 250,000 shares of Common Stock at an exercise
price of $2.00 per share. The Warrantholders have irrevocably and
unconditionally agreed to exercise, upon written demand of the Company, all
issued and outstanding Warrants; provided, however, said exercise is
subject to and shall only occur within ten (10) days following the
Registration Statement, of which this Prospectus forms a part, being
declared effective by the Commission (see "DESCRIPTION OF SECURITIES-
Warrants.")
(2) The Warrantholders may reoffer their shares in transactions in the
over-the-counter market at prices obtainable at the time of sale or in
privately negotiated transactions at prices determined by negotiation.
The Warrantholders may effect transactions by selling to or through
securities broker-dealers and such broker-dealers may receive compensation
in the form of discounts, concessions, or commissions from the
Warrantholders. While it is impracticable to determine the precise amount
that the Warrantholders will incur, it is anticipated that any such
discounts, selling concessions or commissions will be consistent with those
customarily charged by broker-dealers who are members of the National
Association of Security Dealers, Inc. ("NASD").
(3) Consists of proceeds to the Company from the exercise by the Warrantholders
of all Warrants which are exercisable to purchase 250,000 shares of the
Company's Common Stock at an exercise price of $2.00 per share. Does not
reflect deduction of expenses of the Offering for printing, legal,
accounting, transfer agent and miscellaneous expenses of the Offering, the
total of which is estimated at $12,000, which the Company has agreed to
pay. See "USE OF PROCEEDS."
No dealer, salesman or other person has been authorized to give any
information or to make any representation other than those contained in this
Prospectus, 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 to sell or a solicitation of an offer to buy any
of the securities offered hereby in any jurisdiction to any person to whom it
is unlawful to make such offer in such jurisdiction, or in any jurisdiction
in which the person making such offer or solicitation is not qualified to do
so.
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<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance with
the Exchange Act files periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information concerning the Company can be
inspected and copied (at prescribed rates) at the Commission's Public
Reference Section, Room 1024, 450 Fifth Street, N.W. Judiciary Plaza,
Washington, D.C. 20549, as well as at the following Regional Offices:
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; and 7 World Trade Center, 13th Floor, New York, New York
10048. Copies of such material also may be obtained at prescribed rates from
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549. In addition, the Company's Common
Stock is traded in the over-the-counter market on the NASDAQ system, and
reports, proxy statements and other information concerning the Company can be
inspected and copied at the Office of the National Association of Securities
Dealers, Inc., 1735 "K" Street, N.W., Washington, D.C. 20006.
The Company has filed a Registration Statement on Form S-3 with the
Commission, Washington, D.C., in accordance with the provisions of the Act.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain portions of which have been omitted as
permitted by the rules and regulations of the Commission. For further
information pertaining to the shares of Common Stock offered hereby and the
Company, reference is made to the Registration Statement, including the
exhibits and financial statement schedules filed as a part thereof. Reference
also should be made to the Annual Report to Shareholders and Annual Report on
Form 10-KSB for the year ended December 31, 1994, the Company's definitive
Proxy Statement, and the Company's Quarterly Reports on Form 10-QSB for the
quarters ended March 31, 1995 and June 30, 1995, incorporated by reference
into this Prospectus. Statements herein contained 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. Each such statement is qualified in its entirety by such
reference. The Registration Statement may be obtained from the Commission
upon payment of the fees prescribed therefor and may be examined at the
principal office of the Commission in Washington, D.C.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have been filed with the SEC pursuant to
the Securities Exchange Act of 1934, as amended, are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1994.
(b) The Company's definitive Proxy Statement for the Annual Meeting of
Shareholders held on June 5, 1995.
(c) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1995 as filed with the Commission on May 15, 1995.
(d) The Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1995 as filed with the Commission on August 18, 1995.
All documents filed by the Company with the Commission pursuant to
Section 13a, 13c, 14 or 15d of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering covered by this
Prospectus will be deemed incorporated by reference into this Prospectus and
to be a part hereof from the date of filing of such documents.
Any statement contained in the above-referenced documents shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained in this Prospectus 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.
Copies of any documents or portions of such documents incorporated in
this Prospectus, not including exhibits to the information that is
incorporated by reference, unless such exhibits are specifically incorporated
by reference to this Prospectus, may be obtained at no charge by a written or
oral request to Paul D. Whittle, President, American Educational Products,
Inc., 3101 Iris Avenue, Suite 215, Boulder, Colorado 80301 (303) 443-0020.
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<PAGE>
THE COMPANY
The Company is engaged in the manufacture, development, marketing and
distribution of both proprietary and non-proprietary supplemental educational
materials and instructional programs through its four (4) wholly-owned
subsidiaries: Scott Resources, Inc. ("Scott Resources"); Hubbard Scientific,
Inc. ("Hubbard Scientific"); Summit Learning, Inc. ("Summit Learning"); and
AEP Media Corporation, d/b/a Churchill Media ("Churchill"). The executive
offices of the Company are located at 3101 Iris Avenue, Suite 215, Boulder,
Colorado 80301. Its telephone number at that address is (303) 443-0020.
Scott Resources, a wholly-owned subsidiary, manufactures, develops and
markets both proprietary and non-proprietary supplemental educational
materials and instructional programs in the fields of science and mathematics
at its principal manufacturing facility located at 401 Hickory Street, Fort
Collins, Colorado 80524. Its telephone number at that address is (970)
484-7445.
Hubbard Scientific, another wholly-owned subsidiary, manufactures,
develops and markets both proprietary and non-proprietary supplemental
educational and instructional materials in the field of science. Hubbard
Scientific maintains its principal manufacturing facility at 1120 Halbeib
Road, Chippewa Falls, Wisconsin 94729, and shares executive offices with the
parent corporation in Boulder, Colorado.
Summit Learning is primarily engaged in the catalogue distribution of
supplemental educational material and instructional programs. Summit Learning
distributes products manufactured by Scott Resources and Hubbard Scientific,
as well as products manufactured by third parties. The principal offices of
Summit Learning are maintained at 825 S.W. Frontage Road, Fort Collins,
Colorado 80522, where its telephone number is (970) 493-4622.
Churchill is primarily in the development, manufacture and distribution
of video tapes and video disks to the educational market. Its principal
offices are located at 6901 Woodley Avenue, Van Nuys, California 91406, where
its telephone number is (818) 778-1978.
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<PAGE>
RISK FACTORS
Prospective investors should review carefully the following investment
considerations in evaluating the Company and its business:
LIMITED LIQUIDITY AND CAPITAL RESOURCES. At June 30, 1995, the Company
had a working capital deficit of $1,777,000 based upon current assets of
$9,634,000 and current liabilities of $11,411,000. Of current liabilities,
however, approximately $3,000,000 represents previously classified long-term
debt which the Company's primary lender accelerated to mature January 1,
1996, due to the Company's failure to comply with certain financial
covenants which were contained in its revolving loan agreement with the same
lender, as to which there were cross-default provisions. While there exists a
risk that the Company will not be able to renegotiate or renew the long-term
debt, based upon recent discussions with bank officers the Company believes
that the lender will agree to a restructure to permit the Company to retire
the debt in the ordinary course. If the debt is not extended, renewed or
restructured, it is unlikely that the Company will be able to retire the
outstanding balance of principal and interest on or before January 1, 1996;
and it is unlikely that any of the proceeds of this Offering will be
available to be used to partially retire the loan. Such a default would have
a material adverse effect upon the Company since the primary lender holds
senior security interests against substantially all of the Company's assets.
On a pro forma basis, if the debt is assumed to be renegotiated and
reclassified as long-term, the Company's working capital at June 30, 1995
would be $1,256,000, or a current ratio of 1.15. Nevertheless, due to the
Company's operating deficits incurred during the year ended December 31, 1994
and during the six months ended June 30, 1995, the Company is experiencing
limited liquidity in capital resources which have been adversely impacting
operations.
LACK OF OPERATING PROFITS. For the six months ended June 30, 1995, the
Company reported a pre-tax loss of $63,000 compared to pre-tax income of
$373,000 for the six months ended June 30, 1994. The Company attributes the
decline in operating results to a decline in market demand for its products
and has taken steps to reduce operating expenses to adjust for this decline
in sales. Nevertheless, there can be no assurance that the Company can regain
profitable operations and reverse the downward trend which it has been
experiencing for the past year and a half.
LIMITED FUNDS AVAILABLE FOR OPERATIONS. If the maximum number of
Warrants are exercised, the Company will receive net proceeds of
approximately $488,000, after deducting Offering costs estimated to be
$12,000. The Company has budgeted the net proceeds of this Offering to
provide working capital on a short-term basis. However, given the limited
amount of working capital currently available, it is unlikely that the
proceeds of the Offering will be sufficient to satisfy all of the Company's
working capital requirements.
ADDITIONAL CAPITAL REQUIREMENTS. It is probable that the Company will
require additional capital to finance its future business activities.
Therefore, even if the maximum of this Offering is achieved, given the
limited amount of working capital available to the Company, proceeds to the
Company will be substantially below the funding needed to accomplish the
Company's turnaround. Such additional needed capital may be obtained through
borrowings or by additional equity financing, or by the disposition of one or
more of the Company's assets. There can be no assurance that additional
capital or funding can be arranged or, if obtained, will not be obtained upon
terms unfavorable to shareholders of the Company.
EXERCISE PRICE OF WARRANTS. The exercise price of the Warrants was
determined by negotiation between the Company and the Warrantholders and
bears no direct relationship to the Company's assets, book value, net worth
or operations. The $2.00 per share exercise price of the Warrants is $.77 per
share greater than the $1.23 per share net tangible book value of the Company
at June 30, 1995.
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<PAGE>
NO ASSURANCE OF WARRANT EXERCISE. Notwithstanding the fact that the
Warrantholders are under contractual obligation to exercise the Warrants
within ten (10) days following the Effective Date of the Registration
Statement, they bear no economic risk in that regard insofar as the
consideration paid for the Warrants was simply their agreement to exercise
same following the effective date of the Registration Statement of which this
Prospectus forms a part. Accordingly, there is no assurance that the Warrants
will be exercised during the Exercise Period. If the Warrants are not
exercised within ten (10) days following the Effective Date of the
Registration Statement, they will automatically expire and be unexercisable.
UNSPECIFIED USE OF PROCEEDS. The monies received by the Company upon
exercise of the Warrants have been allocated generally by the Company to
provide working capital for operations. As such, the Company will utilize
funds as they are received for such purposes and in such proportions as
management deems advisable. While management will apply the proceeds of the
Offering in a manner consistent with their fiduciary duty and in a manner
consistent with the best interests of the Company, there can be no assurance
that the monies received will result in any present or future improvement in
the Company's results of operations.
COMPETITION. The Company faces competition from businesses with greater
resources and larger current market shares. The development of new products
can give a competitor significant market advantage. There can be no assurance
that the Company will be able to acquire and develop new products or increase
its portfolio of products to the extent necessary to keep it competitive. Due
to the Company's lack of operating profits, the Company has been required to
reduce its spending on product development which could have a material
adverse impact upon the Company's future operations.
PRODUCT PROTECTION. The Company relies on copyrights, trademarks and
trade secrets for protection of its products. Although believed to be
adequate by the Company, this protection is limited, and it is possible for
competitors of the Company to imitate some of the Company's manipulatives and
models, none of which are patented. There can be no assurance that such
imitations, if significant in number and degree, would not have a material
adverse effect on the operations of the Company.
POSTAL RATES. The Company's business is dependent on shipping and
mailing catalogs and products. Therefore, the imposition of increased postal
rates, a factor over which the Company has no control, would have a material
adverse impact on the Company's earnings, if such costs could not effectively
be passed on to its customers.
EDUCATIONAL FUNDING. The sale or distribution of the Company's products
is highly dependent upon public funding for elementary, middle and secondary
school systems. As a result, the continued viability of those markets for the
Company's products is dependent upon continued support and funding for public
education.
LIMITED LIQUIDITY IN TRADING MARKET OF SHARES. Prior to the Offering,
the Company's Common Stock has been thinly traded on the NASDAQ National
Market System ("NMS"). Continuation of low volume trading may adversely
affect the liquidity of large holdings and may contribute to high volatility
of the price of the Company's Common Stock.
NASDAQ SYSTEM MAINTENANCE REQUIREMENTS; POSSIBLE DELISTING OF SECURITIES
FROM NASDAQ SYSTEM; RISKS OF LOW-PRICED STOCKS. The Securities Exchange
Commission (the "Commission") has approved rules imposing more stringent
criteria for the listing of securities on NASDAQ, including standards for
maintenance of such listing. If the Company is unable to satisfy NASDAQ's
maintenance criteria in the future, its securities could be de-listed, and
trading, if any, would thereafter be conducted in the over-the-counter market
in the so-called "pink sheets" or the "Electronic Bulletin Board" of the
National Association
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<PAGE>
of Securities Dealers, Inc. ("NASD"). As a consequence of such de-listing, an
investor could find it more difficult to dispose of, or to obtain accurate
quotations as to the price of, the Company's securities.
The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure relating to the market for penny stocks, in connection
with trades in any stock defined as a penny stock. The Commission recently
adopted regulations that generally define a penny stock to be any equity
security that has a market price of less than Five Dollars ($5.00) per share,
subject to certain exceptions. Such exceptions include any equity security
listed on NASDAQ and any equity security issued by an issuer that has (i) net
tangible assets of at least Two Million Dollars ($2,000,000), if such issuer
has been in continuous operation for three (3) years, (ii) net tangible
assets of at least Five Million Dollars ($5,000,000), if such issuer has been
in continuous operation for less than three (3) years, or (iii) an average
annual revenue of at least Six Million Dollars ($6,000,000), if such issuer
has been in continuous operation for less than three (3) years. Unless an
exception is available, the regulations require the delivery, prior to any
transaction involving a penny stock, of a disclosure schedule explaining the
penny stock market and the risks associated therewith.
If the Company's securities are not quoted on NASDAQ, or the Company
does not have Two Million Dollars ($2,000,000) in net tangible assets,
trading in the Company's securities would be covered by Rules 15g-1 through
15g-6 promulgated under the Exchange Act for non-NASDAQ and non-exchange
listed securities. Under such rules, broker-dealers who recommend such
securities to persons other than established customers and accredited
investors must make a special written suitability determination that the
penny stock is a suitable investment for the purchaser and receive a
purchaser's written agreement to the transaction. Securities are exempt from
these rules if the market price of the Common Stock is at least Five Dollars
($5.00) per share.
Although the Company's Common Stock will, as of the date of this
Prospectus, be outside the definitional scope of a penny stock, as it will be
listed on NASDAQ, in the event the Common Stock was subsequently to become
characterized as a penny stock, the market liquidity for the Company's
securities could be severely affected. In such an event, the regulations on
penny stocks could limit the ability of broker-dealers to sell the Company's
securities and adversely affect the ability of purchasers of the Company's
securities to sell their securities in the secondary market.
DIVIDEND. No dividend has been paid on the Company's Common Stock since
1990, nor, by reason of its present financial status and its contemplated
financial requirements, does the Company contemplate or anticipate paying any
dividends upon its Common Stock in the foreseeable future. (See "DESCRIPTION
OF SECURITIES.")
SHARES ELIGIBLE FOR FUTURE SALE. As of September 18, 1995, 4,150,658
shares of the Company's $.01 par value Common Stock, were issued and
outstanding, 723,602 of which are "restricted securities" and under certain
circumstances may, in the future, be sold pursuant to a registration under
the Securities Act or in compliance with Rule 144 adopted under the
Securities Act. In general, under Rule 144, subject to the satisfaction of
certain other conditions, a person, including an affiliate of the Company,
who has beneficially owned restrictive shares of Common Stock for at least
two (2) years is entitled to sell, within any three-month (3-month) period, a
number of shares that does not exceed the greater of one percent (1%) of the
total number of outstanding shares of the same class, or if the Common Stock
is quoted on NASDAQ or a stock exchange, the average weekly trading volume
during the four (4) calendar weeks immediately preceding the sale. A person
who presently is not and who has not been an affiliate of the Company for at
least three (3) months immediately preceding a sale and who has beneficially
owned the shares of Common Stock for at least three (3) years is entitled to
sell such shares under Rule 144 without regard to any of the volume
limitations described above. The Company also may grant options to purchase
an additional 855,000 shares of Common
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<PAGE>
Stock pursuant to the Stock Incentive Plan (the "Plan"). The Company plans to
register for sale under the Act all shares issuable upon exercise of the
options granted pursuant to the Plan, such that when the options are
exercised and the shares issued, they will be free-trading, except for
certain limitations imposed upon directors, officers and affiliates who
exercise options granted under such Plan. No prediction can be made as to the
effect, if any, that sales of shares of Common Stock or the availability of
such shares for sale will have on the market prices prevailing from
time-to-time. Nevertheless, the possibility that substantial amounts of
Common Stock may be sold in the public market may adversely effect prevailing
prices for the Common Stock and could impair the Company's ability to raise
capital in the future through the sale of equity securities. Actual sales or
the prospect of future sales of shares of Common Stock under Rule 144 may
have a depressive effect upon the price of the Common Stock and the market
therefor.
FUTURE SALES OF PREFERRED STOCK. The Company's Articles of
Incorporation, as amended, authorize the issuance of up to 50,000,000 shares
of preferred stock. The Board of Directors has been granted the authority to
fix and determine the relative rights and preferences of preferred shares, as
well as the authority to issue such shares, without further stockholder
approval. As a result, the Board of Directors could authorize the issuance of
a series of preferred stock which would grant to holders preferred rights to
the assets of the Company upon liquidation, the right to receive dividend
coupons before dividends would be declared to common stockholders, and the
right to the redemption of such shares, together with a premium, prior to the
redemption of Common Stock. Common stockholders have no redemption rights. In
addition, the Board could issue large blocks of voting stocks to fend against
unwanted tender offers or hostile takeovers without further shareholder
approval. (See "DESCRIPTION OF SECURITIES.")
FUTURE SALES OF ADDITIONAL SHARES. The Company's Board of Directors has
the authority to issue additional shares of Common Stock and to issue options
and warrants to purchase shares of the Company's Common Stock without
shareholder approval. Future issuance of Common Stock could be at values
substantially below the exercise price of the Warrants, and therefore could
represent further substantial dilution to investors in this Offering. In
addition, the Board could issue large blocks of voting stock to fend off
unwanted tender offers or hostile takeovers without further shareholder
approval. The Company has outstanding warrants and options exercisable to
purchase up to 954,000 shares of Common Stock at a weighted average exercise
price of $2.88 per share. Exercise of the warrants and options could have a
further dilutive effect on existing stockholders and investors in this
Offering. (See "DESCRIPTION OF SECURITIES.")
DILUTION. As of June 30, 1995, the Company had sold or issued the
outstanding 4,131,000 shares of Common Stock at an average cost per share of
approximately $1.46, which is $.54 per share less than the Warrant exercise
price. At June 30, 1995, the Company had a net tangible book value of
$5,065,000 or $1.23 per share of Common Stock outstanding, based on 4,131,000
shares issued and outstanding. If 100% of the Warrants are exercised, after
deduction of expenses of the Offering, the Company will have a net tangible
book value of approximately $1.27 per share. Under this scenario, investors
in this Offering exercising Warrants will sustain an immediate substantial
dilution of $.73 or 37% of their exercise price per share.
NEED FOR CURRENT PROSPECTUS. The Warrants will not be exercised unless
the Company maintains with the Securities and Exchange Commission a current
and effective Registration Statement and Prospectus covering the shares of
Common Stock issuable upon their exercise. While the Company has undertaken
to do so and plans to do so, there can be no assurance that a current
Registration Statement and Prospectus will be in effect when any of the
Warrants are attempted to be exercised.
MARKET OVERHANG FROM WARRANTS AND OPTIONS. Immediately after the
Offering, the Company will have outstanding 954,000 warrants and options. To
the extent that such stock options or warrants are exercised, dilution to the
interests of the Company's stockholders may occur. Exercise of these options or
-9-
<PAGE>
warrants, or even the potential of their exercise or conversion, may have an
adverse effect on the trading price and market for the Company's Common
Stock. The holders of the options or warrants are likely to exercise at times
when the market price for the shares of Common Stock exceeds the exercise
price of the options or warrants. Accordingly, the issuance of shares of
Common Stock upon exercise of the options or warrants may result in dilution
of the equity represented by the then outstanding shares of Common Stock held
by other shareholders. Holders of the options or warrants can be expected to
exercise them at a time when the Company, would, in all likelihood, be able
to obtain any needed capital on terms which are more favorable to the Company
than the exercise terms provided by such options or warrants. (See
"DESCRIPTION OF SECURITIES.")
-10-
<PAGE>
DILUTION
The net tangible book value of the Company at June 30, 1995 was
$5,065,000, or $1.23 per share, based upon 4,131,000 shares outstanding. Net
tangible book value per share is determined by dividing the number of
outstanding shares of Common Stock into the net tangible book value of the
Company (total assets less total liabilities and intangible assets).
If any outstanding Warrants are exercised, the number of Common Shares
outstanding will increase and the Company's net tangible book value will
increase. While the Warrantholders have executed a Subscription Agreement
irrevocably and unconditionally requiring them to exercise all Warrants
within ten (10) days following the date this Registration Statement is
declared effective by the Commission, given the fact that the exercise price
of the Warrants is $.77 per share greater than the net tangible book value
per share of the Company's outstanding Common Stock, without giving effect to
such exercise, there can be no assurance that all or any of the Warrants will
be exercised. Moreover, the exercise of any Warrants will increase the net
tangible book value per share of shares held by current shareholders and
decrease the net tangible book value per share of the shares purchased
pursuant to the Warrant exercise. Dilution is the reduction of value of the
purchaser's investment measured by the difference between the Warrant
exercise price and the net tangible book value per share after the Offering.
The dilution per share will decrease with the exercise of each additional
Warrant because the proceeds from each such exercise will increase the
Company's net tangible book value.
The following table sets forth the estimated dilution to be incurred by
the Warrantholders based upon the assumption that 100% of the outstanding
Warrants are exercised:
<TABLE>
<S> <C>
Warrant Exercise Price(1) $2.00
Net Tangible Book Value Before Offering
(Per Share)(2) $1.23
Number of Shares Outstanding After Offering 4,381,000
Net Tangible Book Value After Offering
(Per Share)(3) $1.27
Increase Attributable to Exercise of
Warrants $0.04
Dilution to Warrantholders (Per Share) $0.73
Dilution as a Percent of Warrant
Exercise Price 37%
</TABLE>
__________
(1) Assumes Warrants are exercised to purchase 250,000 shares at an exercise
price of $2.00 per share.
(2) Determined by dividing the number of shares of Common Stock outstanding
into the net tangible book value of the Company.
(3) After deduction of estimated offering expenses, and based on June 30, 1995
book value.
-11-
<PAGE>
The following table summarizes, on a pro forma basis as of June 30,
1995, the differences between the number of shares purchased from the
Company, the total consideration paid, and the average price per share paid
by the existing stockholders, and by the Warrantholders.
<TABLE>
<CAPTION>
Percent
Percent Total of Total Average
Shares of Total Consideration Consideration Price Per
Owned Shares Paid Paid Share
--------- -------- ------------- ------------- ---------
<S> <C> <C> <C> <C> <C>
Existing Shareholders 4,131,000 94.3% $6,030,000 92.3% $1.46
Warrantholders (1) 250,000 5.7% $500,000 7.7% $2.00
</TABLE>
__________
(1) Assumes the exercise by the Warrantholders of all outstanding Warrants
to purchase a total of 250,000 additional shares of Common Stock for an
aggregate purchase price of $500,000. Although each Warrantholder has
executed a Subscription Agreement irrevocably and unconditionally
committing him to exercise all of the Warrants owned within ten (10) days
following the date the Registration Statement, of which this Prospectus
forms a part, is declared effective by the Commission, there can be no
assurance that all or any of the Warrants will be exercised.
-12-
<PAGE>
USE OF PROCEEDS
If all of the 250,000 shares offered hereby are purchased upon exercise
of the Warrants, then the Company will receive gross proceeds of up to
$500,000, from which the Company will pay the expenses which will be incurred
in connection with the registration of the shares, which are estimated to be
$12,000. The Warrantholders will not pay any of the expenses which are
expected to be incurred in connection with the registration of the shares,
but will pay all commissions, discounts and other compensation to any
securities broker-dealers through whom they sell any of the shares.
The Company will utilize the net proceeds, if any, realized from the
exercise of the Warrants for working capital and for general corporate
purposes, at the discretion of management. Actual expenditures, however, may
vary substantially depending upon economic conditions and opportunities the
Company is able to identify. Due to an inability to precisely forecast
events, the Company is unable to predict the precise period for which this
Offering will provide financing. Given the Company's limited amount of
working capital, it is believed that the proceeds from this Offering will be
utilized immediately upon receipt and will not provide working capital to
meet future requirements. The Company may need to seek additional funds
through loans, other financing arrangements, future sales of securities, or
the sale or disposition of assets; however, there can be no assurance that
the Company will be able to make such arrangements in the future should the
need arise.
DETERMINATION OF OFFERING PRICE
The Offering Price of the 250,000 shares offered pursuant to the
exercise of the Warrants is $2.00 per share. The exercise price per share
represents the bid price for the Company's Common Stock on the date that the
terms of the Warrants were agreed upon by the Company and the Warrantholders.
The exercise price of $2.00 per share was determined by negotiation between
the Company and the respective Warrantholders. Among the factors considered
in determining the exercise price were the prevailing market price of the
Company's Common Stock at the time the Company agreed to issue the Warrants,
the prevailing market conditions, operating results of the Company in recent
periods, estimates of the Company's business potential, the book value of the
Company, and other factors deemed relevant.
-13-
<PAGE>
PLAN OF DISTRIBUTION
The Warrants entitle the holders to acquire 250,000 shares of Common
Stock at an exercise price of $2.00 per share. The Company issued the
Warrants to the investors in consideration of the right of the Company to
compel the investor to exercise the Warrants in accordance with their terms
during the ten (10) days following the effective date of the Registration
Statement, of which this Prospectus forms a part.
The shares of Common Stock to be issued upon exercise of the Warrants
are offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act.
The Company has been advised by the Warrantholders that they may hold
some of the shares of Common Stock which they may acquire pursuant to the
exercise of the Warrants, for investment purposes. However, the
Warrantholders have not determined how many shares they will hold for
investment and how many shares they will sell. The Warrantholders may
distribute or resell the shares offered hereby to the public in the
over-the-counter market at prices and on terms prevailing on the date of sale
or in negotiated transactions or otherwise. The Warrantholders have advised
the Company that sales to certain dealers may be made at a discount, not in
excess of ten percent of the offering price of the shares. The Warrantholders
also may pay customary brokerage commissions on sales. The Warrantholders and
any brokers or dealers through whom sales of the common stock are made may be
deemed "underwriters" within the meaning of the Securities Act, and any
profits realized on the sale may be deemed underwriting compensation. The
Warrantholders have undertaken to the Company to comply with Rule 10b-6 under
the Securities Exchange Act of 1934, as amended, in connection with any
distribution of the Company's securities.
The Company has agreed to indemnify the Warrantholders against certain
liabilities that may be incurred in connection with this offering, including
certain liabilities under the Securities Act.
The Company has agreed to pay all expenses incurred in connection with
the registration of the shares offered hereby. The Warrantholders shall be
exclusively liable to pay any and all commissions, discounts and other
payments to broker-dealers incurred in connection with their sale of the
Shares.
INDEMNIFICATION
The By-Laws of the Company provide for the indemnification of Officers
and Directors to the maximum extent allowable under Colorado law. Insofar as
the indemnification for liabilities arising under the Securities Act of 1933,
as amended, may be permitted to Directors, Officers or persons controlling
the Company pursuant to such provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is therefore
unenforceable.
-14-
<PAGE>
DESCRIPTION OF SECURITIES
The Company's authorized capital consists of 100,000,000 shares of
Common Stock, $.01 par value per share, and 50,000,000 of preferred stock,
$.01 par value per share.
The shares of Common Stock covered by this Prospectus are fully paid and
nonassessable.
COMMON STOCK
Each holder of Common Stock of AEP is entitled to one vote for each
share held of record. Voting rights in the election of directors are not
cumulative, and, therefore, the holders of more than 50% of the Common Stock
of the Company could, if they chose to do so, elect all of the directors.
The shares of Common Stock are not entitled to preemptive rights and are
not subject to redemption or assessment. Subject to the preferences which may
be granted to holders of preferred stock, each share of Common Stock is
entitled to share ratably in distributions to shareholders and to receive
ratably such dividends as may be declared by the Board of Directors out of
funds legally available therefor. Upon liquidation, dissolution or winding up
of the Company, subject to prior liquidation or other preference rights of
holders of preferred stock, if any, the holders of Common Stock are entitled
to receive pro rata the assets of the Company which are legally available for
distribution to shareholders. The issued and outstanding shares of Common
Stock are validly issued, fully paid and nonassessable.
PREFERRED SHARES
The Articles of Incorporation of the Company authorize issuance of a
maximum of 50,000,000 Preferred Shares. The Articles of Incorporation vest
the Board of Directors of the Company with authority to divide the class of
Preferred Shares into series and to fix and determine the relative rights and
preferences of the shares of any such series so established to the full
extent permitted by the laws of the State of Colorado and the Articles of
Incorporation in respect of, among other things, (1) the number of Preferred
Shares to constitute such series, and the distinctive designations thereof;
(b) the rate and preference of dividends, if any, the time of payment of
dividends, whether dividends are cumulative and the date from which any
dividend shall accrue; (c) whether Preferred Shares may be redeemed and, if
so, the redemption price and the terms and conditions of redemption; (d) the
liquidation preferences payable on Preferred Shares in the event of
involuntary or voluntary liquidation; (e) sinking fund or other provisions,
if any, for redemption or purchase of Preferred Shares; (f) the terms and
conditions by which Preferred Shares may be converted, if the Preferred
Shares of any series are issued with the privilege of conversion; and (g)
voting rights, if any.
In the event of a proposed merger, tender offer, proxy contest or other
attempt to gain control of the Company not approved by the Board of
Directors, it would be possible for the Board of Directors, subject to any
limitations imposed by applicable law, the Company's Articles of
Incorporation, the terms and conditions of any outstanding class or series of
preferred shares and the applicable rules of any securities exchanges upon
which securities of the Company are at any time listed or of other markets in
which securities of the Company are at any time listed, to authorize the
issuance of one or more series of Preferred Stock with voting rights or other
rights and preferences which would impede the success of the proposed merger,
tender offer, proxy contest or other attempt to gain control of the Company.
The issuance of Preferred Stock may have an adverse effect on the rights
(including voting rights) of holders of Common Stock.
-15-
<PAGE>
WARRANTS
The shares of Common Stock offered hereby are issuable upon the exercise
by certain Common Stock Purchase Warrants beneficially owned by the
Warrantholders. The Warrants entitle the holders thereof to purchase 250,000
shares of Common Stock at an exercise price of $2.00 per share. The Warrants
are exercisable for a period commencing upon the effective date of the
Registration Statement of which this Prospectus forms a part and ending ten
(10) days from the date of such effectiveness. In the event the Warrants are
not exercised within the ten (10) days following the date the Registration
Statement is declared effective by the Commission, all unexercised Warrants
will expire and be void and of no further force or effect. Each Warrantholder
has unconditionally and irrevocably agreed to exercise all Warrants within
the exercise period upon demand by the Company. The Warrant exercise period
may be extended by the Company at the sole discretion of the Board of the
Directors upon thirty (30) days' notice to the Warrantholder. The Warrants
will expire, become void and be of no further force or effect upon conclusion
of the applicable exercise period, or any extension thereof.
The exercise price, number and kind of common shares to be received upon
exercise of the Warrants are subject to adjustment on the occurrence of
certain events, such as stock splits, stock dividends or recapitalization of
the Company. Adjustment will also occur in the exercise price, number and
kind of common shares to be received upon exercise of the Warrants in the
event the Company issues additional shares of Common Stock, or options,
warrants or other rights convertible into Common Stock of the Company at a
price below the then-prevailing exercise price of the Warrants. In the event
of liquidation, dissolution or winding up of the Company, the holders of the
Warrants will not be entitled to participate in the distribution of the
assets of the Company. Additionally, holders of the Warrants have no voting,
pre-emptive, liquidation or other rights of shareholders, and no dividends
will be declared on the Warrants or the shares underlying the Warrants.
The Warrants were issued to the Warrantholders in reliance upon an
exemption from the Registration Requirements of the Securities Act, and as
such, are "restricted securities" under the Securities Act. Prior to this
Offering, there exists no public trading market for the Warrants, and the
Company does not intend to develop such a market in the future.
LEGAL MATTERS
The legality of the Common Stock offered hereby will be passed on for
the Company by Neuman & Cobb, Temple-Bowron House, 1507 Pine Street, Boulder,
Colorado 80302, which has served as legal counsel to the Company since its
inception in 1986. For their services in connection with the preparation of
the Registration Statement and related Offering, and the issuance of their
legal opinion, the Company will pay the firm of Neuman & Cobb a fee,
estimated to be $5,000.00. Clifford L. Neuman, a partner in the firm, has
been a member of the Company's Board of Directors since November 1990, and
its Audit Committee since April, 1991, and is also the beneficial owner of
65,000 shares of the Company's Common Stock and options exercisable to
purchase, in the aggregate, an additional 15,000 shares of Common Stock.
EXPERTS
The consolidated financial statements and schedules of the Company as
of December 31, 1994 and 1993 and for each of the years in the three-year
period ended December 31, 1994, have been incorporated by reference herein
and in the Registration Statement and Prospectus in reliance upon the report
of HEIN +
-16-
<PAGE>
ASSOCIATES, LLP, Independent Certified Public Accountants, incorporated by
reference and upon the authority of said firm as experts in accounting and
auditing.
-17-
<PAGE>
======================================
No person is authorized to
give any information or to make any
representation other than those
contained in this Prospectus, and if
made such information or
representation must not be relied
upon as having been given or
authorized. This Prospectus does
not constitute an offer to sell or a
solicitation of an offer to buy any
securities other than the Securities
offered by this Prospectus or an
offer to sell or a solicitation of
an offer to buy the Securities in
any jurisdiction to any person to
whom it is unlawful to make such
offer or solicitation in such
jurisdiction.
The delivery of this
Prospectus shall not, under any
circumstances, create any
implication that there has been no
changes in the affairs of the
Company since the date of this
Prospectus. However, in the event
of a material change, this
Prospectus will be amended or
supplemented accordingly.
TABLE OF CONTENTS
Page
----
Available Information . . . . . . 3
Incorporation by Reference. . . . 4
The Company . . . . . . . . . . . 5
Risk Factors. . . . . . . . . . . 6
Dilution. . . . . . . . . . . . . 11
Use of Proceeds . . . . . . . . . 13
Determination of Offering Price . 13
Plan of Distribution. . . . . . . 14
Indemnification . . . . . . . . . 14
Description of Securities . . . . 15
Legal Matters . . . . . . . . . . 16
Experts . . . . . . . . . . . . . 16
Financial Statements. . . . . . . F-1
======================================
======================================
AMERICAN EDUCATIONAL PRODUCTS, INC.
250,000 Shares
__________
PROSPECTUS
__________
, 1995
======================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of the offering, all of which are to be borne
by the Company, are as follows:
SEC Filing Fee $ 173.00
NASD Fees 2,500.00
Printing Expenses* 1,200.00
Accounting Fees and Expenses* 2,500.00
Legal Fees and Expenses* 5,000.00
Blue Sky Fees and Expenses* 500.00
Registrar and Transfer Agent Fee ---
Miscellaneous* 127.00
----------
Total* $12,000.00
______________________________
* Estimated
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officers of the
Registrant is insured or indemnified in any manner against any liability which
he may incur in his capacity as such, is as follows:
a. Sections 7-109-101 through 7-109-110 of the Colorado Corporation
Code provide for the indemnification of a corporation's officers and directors
under certain circumstances.
* * *
b. Article XII of Registrant's Articles of Incorporation provide that
the corporation may indemnify each director, officer, and any employee or
agent of the corporation, his heirs, executors and administrators, against
expenses reasonably incurred or any amounts paid by him in connection with any
action, suit or proceeding to which he may be made a party by reason of his
being or having been a director, officer, employee or agent of the corporation
to the extent permitted by the law as recited above in subparagraph (a).
c. Article XII of Registrant's Articles of Incorporation provides, in
part:
"e. To the maximum extent permitted by law or by public policy,
directors of this Corporation are to have no personal liability
for monetary damages for breach of fiduciary duty as a director."
d. The Company currently pays for and maintains an insurance policy
in the amount of $2,000,000 that covers directors' and officers' liability.
II-1
<PAGE>
e. The Registration Rights between the Company and the Warrantholders
provides that the Warrantholders will indemnify and hold harmless the Company,
the directors of the Company, each person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act of 1933, as amended
(the "1933 Act"), against any and all losses, claims, demands, liabilities and
expenses (including reasonable legal or other expenses) to which it may become
subject, arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, or in
any Blue Sky Application, or the omission or alleged omission to state therein
a material fact required to be stated therein, or necessary to make the
statements therein not misleading, resulting from the use of written
information furnished to the Company by the Warrantholders for use in the
preparation of the Registration Statement, or in any Blue Sky Application.
Item 16. EXHIBITS.
a. The following Exhibits are filed as part of this Registration
Statement pursuant to Item 601 of Regulation SB:
Exhibit No. Title
- ----------- -----
4.1 Specimen Common Stock Purchase Warrant
4.2 Subscription Agreement
5.1 Opinion of Neuman & Cobb
*24.1 Consent of HEIN + ASSOCIATES, LLP
24.2 Consent of Neuman & Cobb
_______________
* Filed with this Amendment
Item 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than 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 that the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
II-2
<PAGE>
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
4. To provide, upon effectiveness, certificates in such denominations
and registered in such names as are required to permit prompt delivery to each
purchaser.
The undersigned registrant hereby undertakes to deliver or to cause to
be delivered with the Prospectus to each person to whom the prospectus is sent
or given the latest annual report to securityholders that is incorporated by
reference in the Prospectus and furnish pursuant to and meeting the
requirements of Rule 14a-3 or 14c-3 under the Securities Exchange Act of 1934;
and where interim financial information required to be presented by Article 3
of Regulation S-X are not set forth in the Prospectus, to deliver or cause to
be delivered to each person to whom the Prospectus is sent or given, the
latest quarterly report that is specifically incorporated by reference in the
Prospectus to provide such interim financial information.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange 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
Amendment No. 1 to the Registration Statement to be signed on its behalf by
the undersigned thereunto duly authorized. In the City of Boulder, State of
Colorado on the 6th of November, 1995.
AMERICAN EDUCATIONAL PRODUCTS,
INC., a Colorado corporation
By: /s/ Paul D. Whittle
----------------------------
Paul D. Whittle, President
Pursuant to the requirements of the Securities Exchange Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities with American Educational Products, Inc. and on the dates
indicated.
Signature Title Date
- --------- ----- ----
/s/ Paul D. Whittle President, 11/06/95
- -------------------------- Chief Executive Officer, Director
Paul D. Whittle
/s/ Frank L. Jennings Chief Financial Officer 11/06/95
- --------------------------
Frank L. Jennings
/s/ Michael L. Hobbs Secretary, Director 11/06/95
- --------------------------
Michael L. Hobbs
/s/ Robert A. Scott Director 11/06/95
- --------------------------
Robert A. Scott
/s/ Clifford C. Thygesen Director 11/06/95
- --------------------------
Clifford C. Thygesen
/s/ Clifford L. Neuman Director 11/06/95
- --------------------------
Clifford L. Neuman
/s/ Dale LaFrenz Director 11/06/95
- --------------------------
Dale LaFrenz
/s/ Wayne R. Kirschling Director 11/06/95
- --------------------------
Wayne R. Kirschling
<PAGE>
=============================================================================
EXHIBITS
=============================================================================
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Title
----------- -----
24.1 Consent of HEIN + ASSOCIATES, LLP
<PAGE>
EXHIBIT 24.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in the Registration Statement
and Prospectus of American Educational Products, Inc. of our report dated
February 28, 1995, accompanying the consolidated financial statements of
American Educational Products, Inc. also incorporated by reference in such
Registration Statement, and to the use of our name and the statements with
respect to us, as appearing under the heading "Experts" in the Prospectus.
/s/ Hein + Associates LLP
Hein + Associates LLP
Certified Public Accounts
Denver, Colorado
November 2, 1995
