As Filed with the Securities and Exchange Commission on November 16, 1995
Registration No: 33-63531
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________
TRAVEL PORTS OF AMERICA, INC.
(Exact name of issuer as specified in its charter)
New York 16-1128554
(State or other jurisdiction (IRS Employer
of Inc. or Organization) Identification No.)
3495 Winton Place
Building C
Rochester, New York 14623
(716) 272-1810
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
John M. Holahan
President
3495 Winton Place, Building C
Rochester, New York 14623
(716) 272-1810
(Name, address, including zip code, and telephone number, including area
code)
__________________________________
Copies to:
Parker L. Weld, Esq.
Gullace, Easton & Weld
1829 Marine Midland Plaza
Rochester, New York 14604
(716) 546-1980
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement,
as determined by the Selling Shareholders.
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 ]
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__________________________________
CALCULATION OF REGISTRATION FEE
__________________________________
Proposed Proposed
Maximum Maximum
Title of Each Class of Amount Offering Aggregate Amount of
Securities to be to be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
Shares of Common Stock
($.01 par value) to
be issued upon con-
version of 8.5%
Debentures 1,550,000 $3.19 $4,944,500 $1,705.00
Shares of Common Stock
($.01 par value)
underlying Private
Placement Warrants 15,500 $3.19 $ 49,445 $ 17.05
Shares of Common Stock
($.01 par value) under-
lying Placement Agent
Warrants 77,500 $3.19 $ 247,225 $ 85.25
Total Registration Fee $1,807.30
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to rule 457(h) under the Securities Act of 1933, based
on the average high and low prices of the Common Stock, as reported on
the NASDAQ National Market System on October 16, 1995. There were no
trades on October 17, 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
Securities and Exchange commission, acting pursuant to said Section
8(a), may determine.
==========================================================================
The total number of pages in this document is 9. The Exhibit Index is
located on the eighth (8th) such page, which is designated page II-5
herein.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The Company estimates that expenses in connection with the
offering described in this Registration Statement, all of which shall be
borne by the Company, will be as follows:
Registration Fee $ 1,807.30
Legal Fees 3,500.00
Accounting Fees 2,500.00
NASDAQ Registration Fee 17,500.00
Miscellaneous 192.70
Total $25,500.00
Item 15. Indemnification of Directors and Officers
Sections 721 through 727 of the New York Business Corporation
Law (the "BCL") provide that, subject to certain limitations, every
corporation created under the provisions of the BCL has the power to
indemnify its directors, officers, employees, and agents against certain
expenses, judgments, fines, and amounts paid in settlement. Corporations
are also permitted to enter into agreements that provide for
indemnification rights other than those specifically provided for under
the BCL.
Article XI of the Company's By-Laws provides for the
indemnification of officers, directors, and employees of the Company to
the full extent permitted by the BCL. In addition, the shareholders of
the Company have authorized, and the Company has entered into, Indemnity
Agreements with each officer and director of the Company.
Item 16. Exhibits
Exhibit Number Description
4.1 Certificate of Incorporation of the Company [Incorporated
herein by reference to Exhibits 3(a) and 3(c) to the
Company's Registration Statement - File No. 33-787-NY
(the "Registration Statement") and Exhibit 3(c) to the
Company's Annual Report on Form 10-K dated July 27, 1993
for the year ended April 30, 1993].
4.2 By-Laws of the Company [Incorporated herein by reference
to Exhibit 3(b) to the Registration Statement].
5 Opinion of Gullace, Easton & Weld dated October 18, 1995
23.1 Consent of Price Waterhouse LLP, Dated
November 15,1995
23.2 Consent of Gullace, Easton & Weld (included in their
opinion filed as Exhibit 5).
25 Power of Attorney executed by the Officers and Directors
who signed this Registration Statement set forth on pages
II-4 and II-5 hereof.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
II-1
(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 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.
II-2
(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
jurisdiction of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3, and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rochester, State of New York,
November 16, 1995.
Travel Ports of America, Inc.
By: s/William Burslem III
William Burslem III, Vice President
II-3
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following
persons in the capacities on the dates indicated.
NAME TITLE DATE
s/E. Philip Saunders * November 16, 1995
E. Philip Saunders Chairman; Chief Executive
Officer; Director (Principal
Executive Officer)
s/John M. Holahan * November 16, 1995
John M. Holahan President; Chief Operating
Officer; Director
s/William Burslem III November 16, 1995
William Burslem III Vice President; Secretary;
Chief Financial Officer; Director (Principal Financial
and Accounting Officer)
s/Dante Gullace * November 16, 1995
Dante Gullace Director
s/William A. DeNight * November 16, 1995
William A. DeNight Director
s/John F. Kendall * November 16, 1995
John F. Kendall Director
s/John O. Eldredge * November 16, 1995
John O. Eldredge Director
* By s/William Burslem III
Attorney-in-Fact
II-4
EXHIBIT INDEX
Exhibit Number Description Page
23.1 Consent of Price Waterhouse LLP, 9
EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Amendment No. 1 to
Form S-3 of our report dated July 11, 1995, appearing on page 23 of Travel
Ports of America, Inc.s Annual Report on Form 10-K/A for the year ended
April 30, 1995. We also consent to the reference to us under the heading
Experts in such Prospectus.
PRICE WATERHOUSE LLP
Rochester, New York
November 15, 1995
II-5
