AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 1, 1997
REGISTRATION NO. 333-14655
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FLANDERS CORPORATION
previously known as
ELITE ACQUISITIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
NORTH CAROLINA 3564 13-3368271
(STATE OF INCORPORATION) (PRIMARY STANDARD (I.R.S. EMPLOYER
INDUSTRIAL CODE) IDENTIFICATION NUMBER)
531 FLANDERS FILTERS ROAD
WASHINGTON, NORTH CAROLINA 27889
(919) 946-8081
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL OFFICES)
STEVEN K. CLARK
FLANDERS CORPORATION
531 FLANDERS FILTERS ROAD
WASHINGTON, NORTH CAROLINA 27889
(919) 946-8081
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
WILLIAM C. GIBBS LAWRENCE B. FISHER, ESQ.
SNELL & WILMER L.L.P. ORRICK, HERRINGTON & SUTCLIFFE LLP
111 EAST BROADWAY, SUITE 900 666 5TH AVENUE
SALT LAKE CITY, UTAH 84111 NEW YORK, NEW YORK 10103
(801) 237-1900 (212) 506-5000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 426(b) under the Securities Act of 1933, 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 of 1933, 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. [_]
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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 Securities and Exchange
Commission, acting pursuant to Section 8(a), may determine.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 3 TO THE REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF WASHINGTON, STATE OF NORTH CAROLINA, ON THE 1ST DAY OF JANUARY,
1997.
FLANDERS CORPORATION
*
By: _________________________________
ROBERT R. AMERSON PRESIDENT, CHIEF
EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 3 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS
IN THE CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE TITLE DATE
* President, Chief
- ------------------------------------- Executive Officer January 1,
ROBERT R. AMERSON 1997
/s/ Steven K. Clark Chief Financial
- ------------------------------------- Officer and Chief January 1,
STEVEN K. CLARK Accounting Officer 1997
* Chairman of the
- ------------------------------------- Board January 1,
THOMAS T. ALLAN 1997
* Director, Vice
- ------------------------------------- President of January 1,
GUSTAVO HERNANDEZ Operations 1997
* Director
- ------------------------------------- January 1,
WILLIAM M. CLAYTOR 1997
* Director
- ------------------------------------- January 1,
WILLIAM H. CLARK 1997
*By: /s/ Steven K. Clark
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STEVEN K. CLARK
ATTORNEY-IN-FACT
[McGladrey & Pullen, LLP Letterhead]
INDEPENDENT AUDITOR'S CONSENT
We consent to the inclusion in this Registration Statement of Flanders
Corporation on Form S-1 of our report, dated March 25, 1996, except for the
first paragraph of Note 15, as to which the date is May 31, 1996; and the second
paragraph of Note 15 as to which the date is July 24, 1996 on our audit of the
financial statements of Charcoal Service Corporation.
/s/ McGladrey & Pullen, LLP
New Bern, North Carolina
December 31, 1996
