As filed with the Securities and Exchange Commission on February 2, 1996.
Registration No. 33-65059
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
CAPITAL ASSOCIATES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 84-1055327
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
7175 West Jefferson Avenue, Suite 4000
Lakewood, Colorado 80235
(303) 980-1000
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
DENNIS J. LACEY
President
Capital Associates, Inc.
7175 West Jefferson Avenue, Suite 4000
Lakewood, Colorado 80235
(303) 980-1000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
-----------------
Copy to:
LYLE B. STEWART, ESQ.
BALLARD SPAHR ANDREWS & INGERSOLL
1225 17th Street, Suite 2300
Denver, CO 80202
(303) 292-2400
----------------
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
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. | |
----------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of Each Class of Proposed Maximum Proposed Maximum
Securities to Be Amount to Offering Price Aggregate Amount of
Registered Be Registered Per Share Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.008
par value)................. 87,500 shares $1.47 <F1> $128,625 <F1> $100
====================================================================================================================================
<FN>
<F1>(1) Estimated solely for purposes of computing the registration fee and
based in accordance with Rule 457(c) of the Securities Act of 1933, as amended,
on the market price of the Capital Associates, Inc., common stock on
February 1, 1996, on the NASDAQ National Market System.
</FN>
</TABLE>
================================================================================
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED FEBRUARY 2, 1996
PROSPECTUS
87,500 Shares
CAPITAL ASSOCIATES, INC.
Common Stock
(par value $.008 per share)
This Prospectus relates to 87,500 shares of common stock, par value
$.008 per share ("Common Stock"), of Capital Associates, Inc., a Delaware
corporation (the "Company"), which may be offered for sale from time to time by
a stockholder of the Company (the "Selling Stockholder"), or by his pledgees,
donees, transferees or other successors in interest, to or through underwriters,
or directly to other purchasers, or through agents in one or more transactions
at varying prices determined at the time of sale, or at negotiated prices (the
"Offering"). See "PLAN OF DISTRIBUTION".
The Company will not receive any of the proceeds from the sale of
the shares of Common Stock (the "Shares") by the Selling Stockholder. The
expenses of registration under the Securities Act of 1933, as amended (the
"Securities Act"), of the Shares which may be offered hereby will be paid by the
Company.
The Common Stock is traded on the Nasdaq National Market under the
symbol "CAIID". On February 1, 1996, the closing price of the Common Stock was
$1.47.
---------------------------------------------
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 ___________, 1996
<PAGE>
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in or incorporated by
reference in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company,
the Selling Stockholder or any other person. 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 an offer in such jurisdiction. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that the information herein is correct as of any time subsequent to the date
hereof or that there has been no change in the affairs of the Company since such
date.
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"). Reports, proxy
statements and other information concerning the Company filed with the
Commission may be inspected and copied at the public reference facilities
maintained by the Commission at its office at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as at the Regional Offices of the Commission at
Citicorp Center, 300 West Madison Street, Chicago, Illinois 60661 and Seven
World Trade Center, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Shares of the
Company's Common Stock are traded on the Nasdaq National Market. Such reports,
proxy statements and other information can also be inspected and copied at the
offices of the Nasdaq National Market, 1735 K Street, N.W., Washington, D.C.
20006.
The Company has filed a registration statement on Form S-3 (herein,
together with all amendments and exhibits thereto, the "Registration
Statement"), under the Securities Act with respect to the securities offered
pursuant to this Prospectus. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information, reference is made to the Registration Statement. Statements
contained herein concerning any document filed as an exhibit 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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission pursuant to the
Exchange Act (File No. 0-15525) are hereby incorporated by reference into this
Prospectus: (a) the Company's Annual Report on Form 10-K for the fiscal year
ended May 31, 1995, (b) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended November 30, 1995, (c) the Company's Current Report on Form
8-K filed on January 16, 1996, and (d) the description of the Company's Common
Stock contained in the Company's Registration Statement on Form S-1, Reg. No.
33-9503, filed on October 20, 1986, as amended.
All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the Offering pursuant to this
Prospectus shall be deemed to be incorporated by reference and to be a part of
2
<PAGE>
this Prospectus from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person, including
any beneficial owner, to whom a copy of this Prospectus is delivered, upon oral
or written request of any such person, a copy of any or all of the documents
incorporated herein by reference, other than the exhibits to such documents
(unless such exhibits are specifically incorporated by reference into the
information that this Prospectus incorporates). Requests should be directed to
Capital Associates, Inc., 7175 West Jefferson Avenue, Suite 4000, Lakewood,
Colorado 80235, to the attention of David L. Fabian, Senior Vice President,
telephone (303) 980-1000.
THE COMPANY
Capital Associates, Inc. ("CAI"), was incorporated as a holding
company in October 1986. Its principal operating subsidiary, Capital Associates
International, Inc. ("CAII"), was incorporated in December 1976. Capital
Associates, Inc., is principally engaged in (1) buying, selling, leasing and
remarketing new and used equipment, (2) managing equipment on and off-lease, (3)
sponsoring, co-sponsoring, managing and co-managing publicly-registered income
funds and (4) arranging equipment-related financing.
The Company's principal executive office is located at 7175 West
Jefferson Avenue, Suite 4000, Lakewood, Colorado 80235, and its telephone number
is (303) 980-1000.
USE OF PROCEEDS
The net proceeds from the sale of the Shares will be received by the
Selling Stockholder. The Company will not receive any of the proceeds from any
sale of the Shares by the Selling Stockholder.
SELLING STOCKHOLDER
The table below sets forth information as of February 1, 1996 with
respect to the Selling Stockholder, including his name, holdings of shares of
the Company's Common Stock prior to the Offering of the Shares, the number of
Shares being offered for his account, and the number and percentage of shares of
the Company's Common Stock to be owned by the Selling Stockholder immediately
following the sale of the Shares, assuming all of the offered Shares are sold.
Shares of Common Stock Percentage of
Common Stock to be Common Stock
Beneficially Shares of Beneficially Beneficially
Owned Before Common Stock Owned After Owned After
Name the Offering Being Offered the Offering the Offering
- ---- ------------ ------------- ------------ ------------
Dennis J. Lacey 137,500 87,500 50,000 1.0%
3
<PAGE>
Relationship Between the Company and the Selling Stockholder
- ------------------------------------------------------------
Mr. Lacey joined the Company as Vice President, Operations, in
October 1989. Mr. Lacey was appointed Treasurer on January 1, 1991, Chief
Financial Officer on April 11, 1991, a director on July 19, 1991, and President
and Chief Executive Officer on September 6, 1991. Mr. Lacey is also a director
and senior officer of CAII, CAI Equipment Leasing I Corp., CAI Equipment Leasing
II Corp., CAI Equipment Leasing III Corp., CAI Equipment Leasing IV Corp., CAI
Leasing Canada, Ltd., CAI Partners Management Company, CAI Securities
Corporation, CAI Lease Securitization I Corp. and Capital Equipment Corporation
(collectively referred to herein as the "CAI Affiliates"), all of which are
first- or second-tier wholly-owned subsidiaries of the Company.
PLAN OF DISTRIBUTION
Any distribution of the Shares by the Selling Stockholder, or by his
pledgees, donees, transferees or other successors in interest, may be effected
from time to time in one or more of the following transactions: (a) to
underwriters who will acquire the Shares for their own account and resell them
in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale (any
public offering price and any discount or concessions allowed or reallowed or
paid to dealers may be changed from time to time); (b) through brokers, acting
as principal or agent, in transactions (which may involve block transactions) on
the Nasdaq Stock Market or on one or more exchanges on which the Shares are then
listed, in special offerings, exchange distributions pursuant to the rules of
the applicable exchanges or in the over-the-counter market, or otherwise, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices; (c) directly
or through brokers or agents in private sales at negotiated prices; or (d) by
any other legally available means.
The Selling Stockholder and such underwriters, brokers, dealers or
agents, upon effecting a sale of the Shares, may be considered "underwriters" as
that term is defined by the Securities Act.
Underwriters participating in any offering made pursuant to this
Prospectus (as amended or supplemented from time to time) may receive
underwriting discounts and commissions, discounts or concessions may be allowed
or reallowed or paid to dealers, and brokers or agents participating in such
transaction may receive brokerage or agent's commissions or fees.
At the time a particular offering of the Shares is made, to the
extent required, a Prospectus Supplement will be distributed which will set
forth the amount of the Shares being offered and the terms of the Offering,
including the purchase price or public offering price, the name or names of any
underwriters, dealers or agents, the purchase price paid by any underwriter for
the Shares purchased from the Selling Stockholder, any discounts, commissions
and other items constituting compensation from the Selling Stockholder and any
discounts, commissions or concessions allowed or reallowed or paid to dealers.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions, if required, only
through registered or licensed brokers or dealers. In addition, in certain
states the Shares may not be sold unless the Shares have been registered or
qualified for sale in such state or an exemption from registration or
qualification is available and complied with.
4
<PAGE>
The Company has agreed that it will bear all costs, expenses and
fees in connection with the registration of the Shares.
LEGAL MATTERS
The validity of the Shares offered hereby are being passed upon for
the Company by Ballard Spahr Andrews & Ingersoll, Denver, Colorado.
EXPERTS
The consolidated financial statements and schedule of Capital
Associates, Inc. and subsidiaries as of May 31, 1995 and 1994 and for each of
the years in the three-year period ended May 31, 1995, have been incorporated by
reference herein and in the registration statement in reliance upon the report
of KPMG Peat Marwick LLP, independent Certified Public Accountants, incorporated
by reference herein, and upon the authority of said firm as experts in
accounting and auditing.
5
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
--------------------------------------------
The following is a list of the estimated expenses to be incurred by
the Registrant in connection with the issuance and distribution of the Shares
being registered hereby.
SEC Registration Fee...................................... $ 100
Accountants' Fees and Expenses............................ 2,000 *
Legal Fees and Expenses................................... 3,000 *
Miscellaneous............................................. 400 *
--------
TOTAL................................................ $ 5,500 *
- --------------------
* Estimated, subject to change.
The Selling Stockholder will not bear any portion of the expenses of
registration of the Shares.
Item 15. Indemnification of Directors and Officers.
------------------------------------------
The Company's Certificate of Incorporation provides that the
Company shall indemnify its directors and officers to the fullest extent
permitted by applicable law. Section 145 of the General Corporation Law of the
State of Delaware provides that a corporation may indemnify its officers,
directors, employees and agents (or persons who have served, at the
corporation's request, as officers, directors, employees or agents of another
corporation) against the expenses, including attorneys' fees, actually and
reasonably incurred by them in connection with the defense of any action by
reason of being or having been directors, officers, employees or agents, if such
person shall have acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and with respect
to any criminal action or proceeding, had no reason to believe his conduct was
unlawful, except that if such action shall be in the right of the corporation,
no such indemnification shall be provided as to any claim, issue or matter as to
which such person shall have been adjudged to have been liable to the
corporation unless and only to the extent that the Court of Chancery of the
State of Delaware, or any other court in which the suit was brought, shall
determine upon application that, in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
CAI has entered into indemnification agreements with each of
the members of the Board of Directors (the "Indemnification Agreements"). In
general, the Indemnification Agreements contractually provide that CAI will hold
harmless and indemnify directors to the fullest extent authorized by applicable
II-1
<PAGE>
law, provided the director acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of CAI and, with respect
to any criminal proceeding, the director had no reasonable cause to believe his
conduct was unlawful. With respect to proceedings brought by or in the right of
CAI, CAI is required to indemnify the directors, unless the directors are
adjudged to be liable and applicable law provides that a director shall not be
indemnified if the director is found liable. CAI will advance funds to directors
prior to a determination by CAI of the director's entitlement to
indemnification. However, a director will repay any funds advanced to him if it
is ultimately determined that the director is not entitled to indemnification.
The Indemnification Agreements are applicable to claims asserted within ten
years after the date that the director ceased to serve as a director, officer,
employee or agent of CAI.
Item 16. Exhibits.
---------
Exhibit
Number Description
- ------ -----------
4.1 Specimen copy of Common Stock Certificate
4.2(a) Certificate of Incorporation as filed on October 17, 1986
4.2(b) Certificate of Amendment to Certificate of Incorporation, as filed on
March 3, 1987.
4.2(c) Certificate of Amendment of Certificate of Incorporation, as filed on
November 2, 1995
4.3 Amended and Restated Bylaws, effective on and as of October 2, 1995
5.1 Opinion of Ballard Spahr Andrews & Ingersoll
23.1 Consent of Ballard Spahr Andrews & Ingersoll (included in Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (included in Part II, page II-5 of the initial
filing of the 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, as amended (the "Act");
II-2
<PAGE>
(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; notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) under the Act if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement; and
(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, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission (the "Commission") by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the Act, 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 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
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 Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lakewood, State of
Colorado, on February 2, 1996.
CAPITAL ASSOCIATES, INC.
By:/s/John E. Christensen
------------------------------------
John E. Christensen
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on February 2, 1996 by the following
persons in the capacities indicated.
Signature Title
* Chairman of the Board
- ------------------------- and Director
James D. Walker
* Director
- -------------------------
William H. Buckland
* Director
- -------------------------
James D. Edwards
* Director
- -------------------------
Gary M. Jacobs
* President, Chief Executive
- ------------------------- Officer (Principal Executive Office)
Dennis J. Lacey and Director
* Director
- -------------------------
William B. Patton, Jr.
* Director
- -------------------------
Robert A. Sharpe II
II-5
<PAGE>
Signature Title
- --------- -----
* Senior Vice President and Chief
- ------------------------- Financial Officer (Principal Financial
John E. Christensen Officer)
* Assistant Vice President
- ------------------------- and Controller (Principal Accounting
Joseph F. Bukofski Officer)
* John E. Christensen, by signing his name hereto, does
sign this document on behalf of himself and each of Messrs. Walker, Buckland,
Edwards, Jacobs, Lacey, Patton, Sharpe and Bukofski in the capacities indicated
immediately above pursuant to powers of attorney duly executed by each such
person and filed with the Securities and Exchange Commission.
/s/ John E. Christensen
-----------------------
John E. Christensen
Attorney-In-Fact
II-6
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1 Specimen copy of Common Stock
Certificate*
4.2(a) Certificate of Incorporation, as filed on
October 17, 1986*
4.2(b) Certificate of Amendment to Certificate of
Incorporation, as filed on March 3, 1987*
4.2(c) Certificate of Amendment of Certificate of
Incorporation, as filed on November 2, 1995*
4.3 Amended and Restated Bylaws, effective
on and as of October 2, 1995*
5.1 Opinion of Ballard Spahr Andrews &
Ingersoll*
23.1 Consent of Ballard Spahr Andrews &
Ingersoll (included in Exhibit 5.1)*
23.2 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (included in Part II,
page II-5 of the original filing of the
Registration Statement)*
* Previously filed.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors
Capital Associates, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-3 of Capital Associates, Inc. of our reports dated July 14, 1995, except
for note 15, which is as of August 23, 1995, relating to the consolidated
balance sheets of Capital Associates, Inc. and subsidiaries as of May 31, 1995
and 1994 and the related consolidated statements of income, stockholders' equity
and cash flows for each of the years in the three-year period ended May 31,
1995, and the related schedule, which reports appear in the May 31, 1995 annual
report on Form 10-K of Capital Associates, Inc. and the reference to our firm
under the heading "Experts" in the Prospectus.
/s/KPMG Peat Marwick LLP
----------------------------
KPMG Peat Marwick LLP
Denver, Colorado
January 26, 1996
